EXHIBIT 10.51
This Ithaca Software HOOPS Distribution License Agreement ('Agreement') is made
as of July 2, 1991 between Ithaca Software, a California corporation, with its
principal place of business in Alameda, California ("Ithaca") and IMSL, Inc, a
Texas corporation (including all subsidiaries and affiliates), with its
principal place of business in Houston, Texas ("Licensee")
Whereas, Ithaca is in the business of developing and marketing the HOOPS/(R)/
Graphics System; and
Whereas, Licensee is in the business of developing certain computer software
products and wishes to obtain a license from Ithaca for the purposes of
developing and distributing computer applications that incorporate HOOPS.
The parties agree as follows:
1. DEFINITIONS
A. HOOPS" means the HOOPS software in object code form only, its documentation
and related technology, as licensed to Licensee by Ithaca under this
Agreement.
B. "HOOPS Application" means, except as otherwise provided, software which
results from Licensee's integration of all or part of HOOPS with other
software in a binary non-linkable form.
C. "Development System" means the particular computer system(s) under the
control of Licensee which Licensee is authorized to use in connection with
HOOPS to develop HOOPS Applications.
D. "Development Site" means the location(s) at which the Development System(s)
is/are located.
E. "Sublicensee" means any legal entity or person that acquires any rights to
possess, use, license, transfer or market HOOPS Applications, but does not
include End Users, but does include Licensee VARs and OEMs.
F. "End User" means any legal entity or person that acquires any rights to
possess or use HOOPS Applications, but does not include the right to
license, transfer or market HOOPS Applications.
G. "Obfuscated Source Code" means an encrypted form of HOOPS source code that
enables Licensee to port HOOPS to unsupported Ithaca platforms and to link
HOOPS with other libraries, i.e., device drivers.
2. LICENSE
Ithaca grants to Licensee, for the term of this Agreement, and subject to the
conditions of this Agreement, a non-exclusive, non-transferable license to use
HOOPS to develop HOOPS Applications. Notwithstanding anything to the contrary,
Ithaca's license to Licensee shall include the right (a) to use Obfuscated
Source Code for the sole purpose of porting HOOPS to platforms not supported by
Ithaca and for disguising the HOOPS subroutine interface, and (b) to contract
with third parties to assist Licensee in possible porting activities not
confined to the Development System or the Development Site, in which case such
third parties shall be bound by an agreement containing confidentiality, non-
disclosure and non-distribution obligations regarding HOOPS acceptable to
Ithaca, which acceptance shall not be unreasonably withheld Licensee hereby
guarantees the full performance of said obligations by such third parties.
HOOPS may only be used at the Development Site(s) on the Development System(s)
specified in Appendix A of this Agreement Licensee shall not make, or assist
others to make, any copies of HOOPS, except for copies necessary for backup and
archival purposes (with proper inclusion where they appear of copyright and/or
proprietary rights notices placed on them by Ithaca). Licensee shall not make,
or assist others to make, any copies of HOOPS Applications, except for copies
necessary for distribution to Sublicensees or End Users, and those copies
necessary for Licensee's internal use for backup, testing,
demonstration, training, and sales promotion purposes by its own personnel (with
proper inclusion where they appear of copyright and/or proprietary nights
notices placed on them by Ithaca) All copies of HOOPS and HOOPS Applications
shall contain a statement in form agreeable to Ithaca that HOOPS is a
proprietary and copyrighted software product containing confidential trade
secret information belonging to Ithaca.
Licensee may copy, sublicense, transfer and market the HOOPS Applications
identified in Appendix B of this Agreement; provided, that (i) HOOPS is embedded
--------------
in the HOOPS Application only in a binary non-linkable form or disguised
linkable form that is not directly accessible to users of the HOOPS Application,
(ii) the HOOPS Application adds substantial value to HOOPS, and {!it) the HOOPS
Application does not duplicate the functional or programming interface of
HOOPS.
Rev 5/22/91
foregoing, at Licensee's option, Licensee may license additional versions or
copies of HOOPS from Ithaca by delivering to Ithaca a duly-authorized purchase
order for such software and its support, provided that such purchase order
incorporates by reference the terms and conditions of this Agreement. In such
circumstance, the use of such software and its support shall be deemed to be
subject to the terms and conditions of this Agreement, and shall not be subject
to any conflicting provisions of the purchase order. Paragraphs 5, 6, 7, 8 and
10 shall survive termination or expiration of this Agreement. The terms of this
Agreement shall not be valid unless the Agreement is signed by Licensee and
returned to Ithaca within thirty (30) days of its receipt by Licensee and shall
not be modified by any purchase order or acknowledgment, even though Ithaca may
have signed such a document. Notices, purchase orders, payment or other
correspondence required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been given if served personally, or if
sent by first class mail, postage prepaid, or by FAX, addressed to the addresses
set forth below or such other addresses as the parties may designate by notice
to the other. HOOPS shall not be exported from the United States contrary to the
regulations of the United States Government. HOOPS is provided with RESTRICTED
RIGHTS. Use, duplication, or disclosure by the Government is subject to
restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical
Data and Computer Software clause at DFARS 252.227-7013, and in subparagraphs
(a) through (d) of the Commercial Computer-Restricted Rights clause at FAR
52.227-19, and in similar clauses in the NASA FAR Supplement, when applicable.
This Agreement may be accepted by Ithaca only in Alameda, California. This
Agreement shall be binding on, and shall inure to the benefit of. the parties to
it and their respective successors and permitted assigns. The terms of this
Agreement shall only be disclosed by Licensee to those of its employees and
agents who need to know them in order to carry out their responsibilities to
Licensee. The parties have executed this Agreement as of the date first above
written.
The following appendices are attached and incorporated into this Agreement:
Appendix A: Development Environment and Fees
Appendix B: HOOPS Applications and Royalties
ITHACA SOFTWARE
0000 Xxxxxx Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
FAX: /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx, President
LICENSEE Licensee's Notice Address:
by: /s/ Xxxxxxx X. Xxxxx III 0000 Xxxx Xxxx Xxxxxxxxx
Xxxx Xxxxxxx, XX 00000-0000
Licensee's Billing Address (if different than above)
FAX:
APPENDIX A
----------
DEVELOPMENT ENVIRONMENT AND FEES
HOOPS SPECIFICATION;
--------------------
Version 2.20 Reference Manual
DEVELOPMENT SYSTEM(S);
----------------------
Fifteen (15) seats of any combination at any time on any or all of the platforms
currently supported by Ithaca as shown in Exhibit 1 attached hereto, i.e.,
Ithaca will provide one (1) copy of HOOPS for each platform currently supported
by Ithaca requested by Licensee for use by up to, fifteen (15) of Licensee's
software engineers or contract engineers.
DEVELOPMENT SITE(S);
--------------------
IMSL, Inc.
0000 Xxxx Xxxx Xxxxxxxxx
Xxxxxxx, XX 00000-0000
LICENSE FEE:
------------
A. Software Developer Program License Fee
-------------------------- -----------
Fifteen (15) seats total on any $65,000
or all of the platforms currently
supported by Ithaca
B. Porting Source License License Fee
----------------------
Obfuscated Source Code $54,000
If Licensee has subscribed to Ithaca's Software Developer Program, the license
granted hereunder includes one (1) development license seat for each platform
supported by Ithaca as of the date of this Agreement and Ithaca's Preferred
Customer Support Package, as described in Paragraph 4 ("Support and
Maintenance') of this Agreement.
MAINTENANCE AND SUPPORT FEE:
----------------------------
A. Preferred Customer Support Package Second Year Annual Maintenance Fee
---------------------------------- ----------------------------------
Software Developer Program $30,000 (1/1/93 - 12/31/93)
B. Porting- Source License Second Year Annual Maintenance Fee
----------------------- ----------------------------------
Obfuscated Source Code $10,000 (1/1/93 - 12/31/93)
If Maintenance and Support includes Obfuscated Source Code, Ithaca is not
responsible for the proper functioning of any code written by Licensee.
Maintenance and support for subsequent time periods beyond the second year will
be provided, as available, in accordance with Ithaca's then current terms,
conditions and charges (which shall not increase on a cumulative basis more than
ten percent (10%) per year). Licensee will be required to pay a charge equal to
one and one-half times the total maintenance fees for the period(s) during which
HOOPS was not under support and maintenance in order to obtain HOOPS support and
maintenance in the event
of non-continuous service (ie., not having support and maintenance n force after
the first eighteen (18) months support and maintenance, or at any time
thereafter).
Designated Site Coordinator: Xxxx Xxxx
Telephone No.: 000-000-0000
Alternate Site Coordinator: Xxxx Xxxxxxxx
Telephone No.: 000-000-0000
APPENDIX 8
----------
HOOPS APPLICATIONS
Name of HOOPS Application
-------------------------
Exponent Graphics
Short description of HOOPS Application
--------------------------------------
Creation of custom graphs for scientific and engineering applications
Royalty Prepayment Amount
-------------------------
$40,000
The greater of (a) seventy-five dollars ($75) per HOOPS Application unit,
or (b) five percent (5%) of revenue received by Licensee, or any of its
subsidiaries or affiliates, from one or more HOOPS Applications (applicable
to Runtime and "Update fees). Revenue for purposes of the above sentence is
all amounts attributable to licensing, sublicensing or granting the right
to use a HOOPS Application, but not including shipping costs, sales taxes
and standard discounts provided to distributors, agents, VARs, OEMs, or
end-users
HOOPS(R) GRAPHICS SYSTEM
SOFTWARE DEVELOPER RESELLER PROGRAM
-----------------------------------
. One (1) development license seat for each platform currently supported by
Ithaca Software (presently 15 total)
. Subsequent development licenses at 40% discount ??
. HOOPS run-time distribution agreement
. Preferred Customer Support Package - One Year
. Four (4) training course credits for HOOPS 101 or 201
. Five (5) days of on-site consulting assistance (maximum 2 site visits)
. Design consulting system support
. Subsequent consulting available at 25% discount
. Early Beta releases of HOOPS
. Input to future product directions through the Developer Forum
. On-line bulletin board of recent updates/information
. Special toll-free 800 hotline access with guaranteed response
* Annual maintenance, documentation, and updates
First Year:. $65,000
Second Year:. $30,000 (Preferred Customer Support Package)
1/4/91
HOOPS(R) GRAPHICS SYSTEM
SOFTWARE DEVELOPER RESELLER PROGRAM
-----------------------------------
One (1) development license seat for each platform currently supported by
Ithaca Software (presently 15 total)
Subsequent development licenses at 40% discount
HOOPS run-time distribution agreement
Preferred Customer Support Package - One Year
. Four (4) training course credits for HOOPS 101 or 201
. Five (5) days of on-site consulting assistance (maximum 2 site visits)
Design consulting system support
. Subsequent consulting available at 25% discount
. Early Beta releases of HOOPS
. Input to future product directions through the Developer Forum
. On-line bulletin board of recent updates/information
. Special toll-free 800 hotline access with guaranteed response
. Annual maintenance, documentation, and updates
First Year.. $65,000
Second Year:. $30,000 (Preferred Customer Support Package)
AMENDMENT NUMBER ONE TO
ITHACA SOFTWARE HOOPS(R)
DISTRIBUTION LICENSE AGREEMENT #D0791-004
This Amendment Number One to Ithaca Software HOOPS Distribution License
Agreement #D0791-004 ("Amendment) between Ithaca Software ("Ithaca") and IMSL,
Inc. ("Licensee"), is dated as of September 23, 1992.
The parties agree to amend the Ithaca Software HOOPS Distribution License
Agreement #D0791-004 ("Agreement") as set forth below:
1. Priority Service replaces Preferred Customer Support for the second year
maintenance period (January 1, 1993 - December 31, 1993) at an annual fee of
$25,000.
2. Annual Update Service replaces Basic Support for Obfuscated Source Code for
the second year maintenance period (January 1, 1993 - December 31, 1993) at an
annual fee of $10,000.
3. Payments for the second year maintenance period (January 1, 1993 - December
31, 1993) will be made as follows:
$8,750 due and payable on or before January 1, 1993;
$8,750 due and payable on or before April 1, 1993;
$8,750 due and payable on or before July 1, 1993;
$8,750 due and payable on or before October 1, 1993.
4. A description of Annual Update Service and Priority Service is attached
hereto.
5. All other terms and conditions of the Agreement shall continue to be in full
force and effect. In the event of an inconsistency or conflict between the terms
and conditions of the Agreement and this Amendment, the terms and conditions of
this Amendment shall prevail.
The parties have caused their duly authorized representatives to execute this
Amendment as of the date first written above.
ITHACA SOFTWARE IMSL,
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxx Charter
------------------------ ----------------------
Xxxxxxx X. Xxxxxx Xxx Charter
President Title: Exec. VP & CEO
CUSTOMER SUPPORT SERVICES
CUSTOMER SUPPORT SERVICES
ANNUAL UPDATE FEES
Included with Annual Update Service. Customers receive:
1. "Major" and "minor" update releases are provided with payment of Annual
Update Fees. These versions are numbered as X.X (such as 2.2 or 3.0) and
provide new functionality and defect corrections.
2. At times, customers have questions regarding the operation or proper use of
Ithaca's products. Customers may telephone Ithaca (on the standard, non-
toll-free number) to ask these questions.
DEVELOPER SUPPORT
Included with Distribution Starter Kit (DSK). In addition to all items listed
for Annual Update Service, customers receive:
1. When a customer detects a software error, the customer may telephone Ithaca
to report the problem. Problems which Ithaca determines to be "serious" are
usury fixed in the next major or minor release. Those which are not
"serious" may be fixed in a later release. Occasionally, a problem may be
found which Ithaca determines is serious enough to warrant the short-term
release of a correction on all or some supported platforms. These
"maintenance" versions are numbered as X.XX (such as 2.12 or 3.01) and
correct these short-term deficiencies. The customer reporting the problem,
and others who also indicate they have the problem, are provided the
maintenance release.
2. Customers may suggest enhancements that might be made to Ithaca's product,
in future releases, These suggestions can be made either through telephone
conversations, regular mail, or communications through the Ithaca Software
Electronic Bulletin Board.
3. For those problems which fall outside the bounds of Developer Support,
customers may contract with Ithaca for additional consulting assistance.
Customers may also register users tn me waning courses.
4. Standard access to the Ithaca Software Electronic Bulletin Board is
permitted. Customers may download various Ides. upload short examples of
problems, and read product bulletins,
5. DSK customers with Developer Support receive one credit for one day of on-
site consulting regarding their application(s). Expenses are charged to
the customer. Use of this credit must be completed during the first year of
the license.
6. DSK customers with Developer Support receive one credit for one training
course to be given at Ithaca's training center in Alameda, California. One
training credit entitles one person to attend one training course. Use of
this credit must be completed during the fast year of the license.
7. Customers are charged Annual Update Fees per platform/per seat in addition
to Developer Support Fees.
8. Developer Support renewal does not include any consulting or training
credits.
HOOPS(R) Support Fee Schedule
Annual Update Fees
------------------
Workstation 5750 Per Seat
Personal Computer 5375 Per Seat
Developer Support
--------- -------
First Year 56.000 in addition to per seat update fees
Renewal $5.000 in addition to per seat update fees
HOOPS A.I.R.(TM) Add-On Support Fee Schedule
Annual Update Fees
------------------
Workstation Scats $300 Per Seat
Personal Computer Seats $150 Per Seat
Developer Support
-----------------
First Year $2.400 in addition to per seat Update Fees
CUSTOMER SUPPORT SERVICES
PRIORITY SERVICE ("PRIORITY")
Included with entry into the Developer Portability Program (DPP). In addition
to all items listed for Developer Support, customers receive:
1. Two designated individuals within the customer's organization may contact
Ithaca through a toll-free hotline. These calls can be for questions about
Ithaca's products, reporting defects. or suggesting enhancements.
2. "Serious" defects reported by Priority customers receive "priority"
treatment and are addressed on an expedited "best efforts" basis.
Corrections to these problems may be made in either a general maintenance
release, or through an "emergency" release sent to the reporting customer.
3. Suggested enhancements are given "priority" treatment in deciding the
contents of upcoming releases. At times, Ithaca may poll its Priority
customers to find out which proposed enhancements might be the most
beneficial to them, or to determine how to best implement proposed
enhancements.
4. At times, Priority customers may participate in Ithaca's BETA Testing
Program. Customers are provided first access to preliminary versions of new
releases. This permits customers to get a jump start on the incorporation
of new features into their own application(s). In exchange, customers are
asked to report progress regarding their testing hack to Ithaca.
5. Priority customers receive preferred access to the Ithaca Software
Electronic Bulletin Board.
6. DPP customers with Priority receive five credits for five clays of on-site
design consulting regarding their application(s). There is a maximum of two
trips to the site, and expenses are charged to the customer. Use of credits
must be completed during the first year of the license.
7. DPP customers with Priority receive three credits for three training
courses to be given at Ithaca's training center in Alameda, California. One
training credit entitles one person to attend one training course. Use of
these credits must be completed during the first year of the license.
8. Priority customers pay a flat annual fee that encompasses all the training
and consulting services and maintenance support offerings described above.
9. Priority renewal does not include any design consulting or training
credits.
HOOPS(R) Support Fee Schedule
Priority Service
----------------
First Year Included with Developer Portability Program
Renewal $25,000
HOOPS A.I.R.(TM) Add-On Support Fee Schedule
Priority Service
----------------
First Year Included with HOOPS A.I.R. Add-On Developer Portability
Program
Renewal $ 10,000
Note: This information is subject to change without notice.
AMENDMENT NUMBER TWO TO
ITHACA SOFTWARE'S HOOPS
DISTRIBUTION LICENSE AGREEMENT #D0791-004
This Amendment Number One to Ithaca Software's HOOPS(R) Distribution License
Agreement #D0791-004 ("the Amendment") between Ithaca Software ("Ithaca") and
IMSL, Inc. ("Licensee") is made as of June 9, 1993.
The parties agree to amend the Agreement as follows:
1. Ithaca acknowledges that IMSL is doing business as, and will change its name
to, Visual Numerics, Inc. and that the Agreement is hereby amended to include
in the term "Licensee", IMSL, Inc. d.b.a. Visual Numerics, Inc. and its
wholly-owned subsidiary, Visual Numerics, Inc. of Colorado.
2. Licensee's address is 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx, 00000-
4548.
3. Licensee's VAR and OEM sublicenses and distributors (collectively,
"Sublicensees") may copy, reproduce and distribute HOOPS Applications
contained in or sold in conjunction with Licensee Software, provided Licensee
shah ensure that (i) each Sublicensee signs a license agreement having
copying and reproduction restrictions regarding the HOOPS Applications which
are no less restrictive than those applicable to Licensee under the
Agreement, and (ii) Visual Numerics will, upon request, notify Ithaca of each
and every Sublicensee authorized by Licensee to copy and distribute the HOOPS
Applications and the address of each Sublicensee reproduction site.
4. The effective date of the Amendment Number Two shall be June 9, 1993.
The parties here to have caused their duly authorized representatives to execute
this Amendment as of the date first written above.
ITHACA SOFTWARE VISUAL NUMERICS, INC.
by: /s/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx by: /s/ Xxxxxxx X. Xxxxx
------------------------
Vice President of Sales Title: Vice President - Marketing
Xxxxx,
We will be adding two new' HOOPS modules to our current license agreement. They
include: HOOPS IM and HOOPS Kanji version 2. Autodesk (Ithaca) has agreed to the
following verbally:
1. The I.M. license will be a subset license. We will be able to utilize no more
than !0 IM routines from the entire I.M. library. These routines will include at
a minimum the routines listed below (see list at end of document).
2. We will have the option to upgrade the subset license to a full license
within I year of purchase for $6,000.
3. The Kanji license will be a full module license.
4. Our support payments will not increase as a result of licensing these new
---
modules
5. We will be licensed to utilize these modules on all HOOPS platforms that we
are currently licensed or will be licensed in the future (i.e. if we buy a HOOPS
license for a new platform, we don't have to buy a new platform license for
these modules)
6. All Other provisions of the contract, including royalty payments should
remain the same (i.e. we should not owe Autodesk additional royalty payments for
these modules)
I.M. routines required
----------------------
HIC-Draw-Segment\\0\\
HIC-Clear Z Buffer\\0\\
HC-Set-Callback\\0\\
AMENDMENT FOUR
TO
ITHACA SOFTWARE HOOPS
DISTRIBUTION LICENSE AGREEMENT D0791-004
This Amendment Four ("Amendment") to the Ithaca Software Hoops Distribution
License Agreement D0791-004 ("Agreement") between Autodesk, Inc., the successor
in interest to Ithaca Software ("Licensor") and Visual Numerics, Inc.
("Licensee") is effective October 20, 1995.
The parties hereto agree to amend the Agreement as follows:
1. The following HOOPS modules are hereby licensed to Licensee, and the
definition of "HOOPS" in section I (A) and Appendix A is hereby' modified to
include the following, in addition to and not in lieu of the HOOPS products
heretofore licensed to Licensee:
(a) a subset of the HOOPS I.M. Add-on Module consisting of no more than ten
(10) routines, to be selected in Licensee's discretion. The routines selected
will include, but not be limited to, the following: HIC-Draw-Segment0 and HIC-
Clear Z Buffer0.
(b) HOOPS Kanji
2. The licenses granted herein for the I.M. Hoops module and HOOPS Kanji are
coextensive with the HOOPS software heretofore licensed to Licensee, e.g. they
are licensed for the same term (perpetual) and on the same platforms, and are
subject to the same support obligations.
3. Licensee is not required to obfuscate the HOOPS libraries code, provided
Licensee imbeds the HOOPS license key (via a call to Define-System-Options
rather than set by the HOOPS-LICENSE environment variable) in distributed
applications for platforms on which Licensee is licensed to use and distribute
HOOPS.
4. Licensee shall have the option, but not the obligation, to upgrade the I.M.
license set forth in section I hereinabove to a full license (i.e. one which
includes all I.M. module routines), within one year from the effective date of
this Amendment for an additional fee of $6000.
Except as amended herein, the Agreement shall remain in full force and effect.
AGREED:
Autodesk, Inc. Visual Numerics, Inc.
by:
title:
