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Exhibit 10.15.1
AMENDMENT TO
PRODUCTS USE AND GENERAL SERVICES AGREEMENT
Clear With Computers, Inc. (now known as CWC Incorporated), 0000 Xxxxxxx Xxxxx,
X.X. Xxx 0000, Xxxxxxx, Xxxxxxxxx 00000-0000, a corporation of the State of
Minnesota, hereinafter called "CWC," and General Motors Corporation, 0000 Xxxx
Xxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, a corporation of the State of
Delaware, hereinafter referred to as "GM" entered into a Products Use and
General Services Agreement ("Agreement") on August 1, 1994. GM now desires to
license CWC's new product, Signature Plus, and to procure services related to
Signature Plus.
Therefore, the parties agree to amend the Agreement as follows:
1. Delete Section 1(j) entitled "Competitor of GM."
2. Delete Section 10 entitled "Noncompetition."
3. Delete Section 11 entitled "License of Product(s)/Ownership of
Documentation" and replace with the following:
(a) Subject to the terms and conditions of this Agreement CWC
grants and GM accepts a non-exclusive, non-transferable
license with rights to use, for the Original Intended Purpose,
the Product as defined in the Statement of Work, Documentation
and other CWC proprietary information provided by CWC to GM
and to sublicense the Product to the number of dealers and
geographies identified in the Statement of Work who are
authorized to use the Product (for Signature Plus Sales --
"Named Users") and to allow access to the Product to the
number of consumers (not dealers) and geographies identified
in the Statement of Work as allowed access to the Product via
the Internet (for Signature Plus Web -- "Concurrent Users").
In order to sublicense the Product to Named Users GM shall
have in effect with such Named Users agreements sufficient to
obligate such Named Users to terms substantially similar to
the terms of Exhibit A. GM may transfer the Product from one
Named User to another Named User upon prompt written notice to
CWC and provided the Product is promptly deleted by the Named
User no longer using the Product.
(b) Subject to the terms and conditions of this Agreement CWC
grants and GM accepts a non-exclusive, non-transferable
license with rights to use the portion of the Product known as
Toolkit as defined in the Statement of Work ("Tools") at the
sites identified in the Statement of Work ("Designated
Site(s)"). GM may use the Tools on as many single computer
stations as needed at the Designated Site. GM may transfer the
Tools from one Designated Site to another Designated Site upon
prompt written notice to CWC. The Tools must be promptly
deleted in their
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entirety from the Designated Site no longer in use. GM may use
a third-party certified by CWC to use the Tools on behalf of
GM.
(c) GM shall maintain accurate records of all Named Users. Upon
CWC's request, GM shall provide CWC with a copy of such
records and executed agreements. In addition, CWC shall have
the right to inspect such records for compliance with the
terms of this Agreement no more frequently than annually,
during GM's normal business hours and upon reasonable advance
notice. GM shall cooperate with CWC to ensure that each Named
User upholds the requirements imposed upon them through this
Agreement or the agreement set forth in Exhibit A and will
take reasonable steps to ensure that such Named Users comply
with such terms and conditions. GM agrees to notify CWC
promptly after gaining knowledge of the possession, use,
disclosure or reproduction of Product by any person or other
party not authorized to have the benefit of such possession,
use, disclosure, or reproduction and to cooperate with CWC and
its representatives in any investigation of and litigation
against such unauthorized use.
(d) GM may make one copy of the Product for archival purposes. GM
may reproduce or copy any portion of the Documentation into
machine-readable or printed form for its internal use and for
distribution to Named Users. GM shall not remove any
proprietary, copyright, trademark, or service xxxx legend from
the Product, Documentation or CWC proprietary information and
shall include such legends on any complete or partial copies
of the Product, Documentation or CWC proprietary information.
(e) GM shall comply with United States export rules, laws and
regulations. GM shall indemnify CWC against any claims,
losses, liability, or damages suffered or incurred by CWC
arising out of or related to any violation by GM or Named User
of any United States or any foreign laws or regulations
relative to GM or Named User use, export or re-export of
Product or Documentation to or within any country outside the
United States.
(f) CWC warrants that the source code with associated
documentation ("Source Materials") for the Product as it is or
as it becomes available, will be deposited in an escrow
account maintained at Data Securities International, Inc. (the
"Escrow Agent"). The Source Materials constitute the source
code and documentation for the Product licensed to GM pursuant
to this Agreement or a Statement of Work; and the Source
Materials are in a form suitable for reproduction by computer
and/or photocopy equipment, and consist of a full source
language statement of the program or programs comprising the
Product and complete program maintenance documentation,
including all flow charts, schematics and
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annotations which comprise the precoding detailed design
specifications, and all other material necessary to allow
reasonably skilled third party programmer or analyst to
maintain or enhance the Product without the help of any other
person or reference to any other material. CWC will from time
to time deposit in an escrow account copies of all new
releases of the Source Materials for the Product.
CWC or CWC's trustee in bankruptcy shall authorize the Escrow
Agent to make and release a copy of the Source Materials to GM
upon the occurrence of any of the following events:
(i) CWC has ceased its ongoing business operations
relating to the licensing of software; or
(ii) CWC fails to carry out the material maintenance
obligations imposed on it pursuant to this Agreement
after reasonable opportunity has been provided to CWC
to perform such obligations; or
(iii) The existence of any one or more of the following
circumstances, if uncorrected for more than ninety
(90) days: (i) entry of an order of relief under
Title 11 of the United States Code; the making by CWC
of the general assignment for the benefit of
creditors; (ii) the appointment of a general receiver
or trustee in the bankruptcy of CWC's business or
property; or (iii) action by CWC under any state
insolvency or similar law for the purpose of
bankruptcy, reorganization or liquidation. The
occurrence of the described events shall not
constitute reason for the release of the source code
if, within the specified ninety (90) day period, CWC
(including its receiver or trustee in bankruptcy)
provides to GM adequate assurances, reasonably
acceptable to GM, of its continuing ability and
willingness to fulfill all of its maintenance and
support obligations.
In the event of release under this Agreement, GM agrees that
it will treat and preserve the Source Materials of the Product
as confidential information of CWC in accordance with the same
precautions adopted by GM to safeguard its own confidential
information against unauthorized use and disclosure. Release
under this provision shall not extend GM any greater rights or
lesser obligations than are otherwise provided or imposed
under this Agreement.
4. Delete Section 12 (d) and replace with the following: "Each Product (i)
shall be free from material defects in manufacture, materials, and
design, (ii) shall be manufactured in a good and workmanlike manner
using a skilled staff fully qualified to perform their respective
duties, and (iii) shall function properly under the ordinary use and
operate in material conformance with its Applicable Specifications and
Documentation or CWC shall repair or replace the defective
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Product at no charge to GM during any period when GM is making
maintenance payments to CWC."
5. Delete Section 14 (entitled Dispute and Termination) and replace with
the following: "In the event of material breach of this Agreement which
is not corrected, this Agreement may be terminated in the following
manner. The party complaining of the breach may terminate this
Agreement by serving written notice on the other party of its intention
to terminate the Agreement and stating the breach of the Agreement
complained of, whereupon the other party shall have a period of thirty
(30) days to correct the material breach except in the case of breach
of Section 16 or breach of the payment terms of Section 7(c), such
period shall be ten (10) days; and in the event the breach is not
corrected, the Agreement shall stand terminated at the end of said
thirty (30) days or ten (10) business days as applicable from service
of the notice. In the event the breach is corrected, the Agreement
shall continue as if no breach had occurred. If this Agreement is
terminated at any time, GM shall cease use immediately of the Product
and the parties shall promptly return or destroy all confidential
information to the disclosing party."
6. Replace Section 16(a) with the following:
(a) Confidential Information of GM. CWC agrees to treat GM data
transmitted to CWC and any other information or data
specifically identified as confidential ("GM Confidential
Information") with the same degree of care as CWC uses to
avoid disclosure, publication or dissemination of its own
information of a similar nature, but not less than a
reasonable degree of care.
(b) Confidential Information of CWC. GM agrees to treat the
information listed on Exhibit 16(b) and such other information
that GM accepts as confidential pursuant to Section 16(b)(1)
("CWC Confidential Information") with the same degree of care
as GM uses to avoid disclosure, publication or dissemination
of its own information of a similar nature, but not less than
a reasonable degree of care.
(1) Prior to any additional disclosures of CWC
Confidential Information to GM, CWC must receive the
approval of the applicable GM Project Manager. CWC
will follow the following process to obtain such
approval:
(A) CWC will prepare a written description of
the CWC Confidential Information, without
actually disclosing the CWC Confidential
Information, and send it to the GM Project
Manager.
(B) At the time of such transmission, the GM
Project Manager will decide, on the basis of
CWC's written description of the CWC
Confidential Information and not upon
receipt of the Confidential Information
itself, the following: (i) if GM agrees that
the information is confidential; (ii) if GM
needs the information. If the answers to (1)
and (2) are "yes" and GM agrees to accept
the CWC Confidential Information, GM agrees
to treat CWC Confidential Information with
the same degree of care as GM uses to avoid
disclosure, publication or
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dissemination of its own information of a
similar nature, but not less than a
reasonable degree of care.
(2) To the extent a decision not to approve or use CWC
Confidential Information jeopardizes CWC's ability to
perform its obligations under this Agreement, CWC
shall be relieved of adverse consequences, solely and
to the extent its performance is materially and
adversely affected thereby; provided, however, that
CWC shall promptly notify GM of the possibility of
such adverse consequences and both Parties shall
attempt to reach a mutually satisfactory solution to
alleviate or prevent such adverse consequences.
Section 16 (b) now becomes 16 (c).
Change Section 16(d) to read as follows:
"GM shall cooperate with CWC to help ensure that each User upholds the
confidentiality and use requirements imposed upon them through this
Agreement. GM agrees to notify CWC immediately after gaining knowledge
of the possession, use, disclosure or reproduction of the CWC
Confidential Information by any party not authorized reproduction and
to cooperate with CWC and its representatives in any investigation of
and litigation against such user."
Add the following as subsection (e) of Section 16:
"(e) Except as permitted in this Agreement, GM shall not copy,
translate, disassemble, or decompile, nor create or attempt to create,
by reverse engineering or otherwise the source code from the object
code of the Product licensed hereunder or use it to create a derivative
work, unless authorized in writing by CWC."
7. Add the following to the end of the first sentence in Section 20: "and
except for a material breach by either party of Section 16 (entitled
Restriction on Use, Confidentiality):"
8. In Section 20 (b), change the dollar amount from 500,000 to
[ * * * ].
IN WITNESS WHEREOF, GM and CWC have caused this Amendment to be executed in
multiple counterparts by their duly authorized representatives.
GENERAL MOTORS CORPORATION CWC INCORPORATED
By: [ * * * ] By: X. X. Xxxxx
----------------------------- -----------------------------
Signature: /s/ [ * * * ] Signature: /s/ X.X. Xxxxx
---------------------- ----------------------
Title: Sr. Divisional Buyer Title: V.P. Corporate Services
-------------------------- --------------------------
Date: June 26, 1998 Date: June 25, 1998
--------------------------- ---------------------------
[ * * * ] Confidential treatment has been requested for the bracketed
portions. The confidential redacted portion has been filed
separately with the Securities and Exchange Commission.
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EXHIBIT A
PRODUCT NAMED USER AGREEMENT
1. DELIVERY
Upon acceptance of these terms, Named User will be provided electronic media
containing Product, as ordered by Named User through GM.
2. GRANT OF LICENSE
Subject to becoming effective as set forth above, Named User is hereby granted a
non-exclusive, non-transferable right to use Product for the limited purpose of
helping Named User and Named User's customers learn about, sell and/or buy
products manufactured, distributed or sold by GM. Named User agrees that Product
shall be used exclusively by Named User's authorized employees and only for the
limited purpose set forth above. The electronic media and Product shall remain
the property of GM and/or its suppliers. All applicable rights in patents,
copyrights, trade secrets and other confidential and proprietary information,
trademarks, and any other intellectual property rights in Product are and shall
remain in GM and/or its suppliers. Named User is forbidden from copying,
transferring possession, using, or permitting others to copy, possess or use the
electronic media and/or Product for any purpose not specifically authorized in
this Agreement. Named User warrants that any individuals authorized by Named
User to access Product shall be bound by the terms and conditions of this
Agreement.
3. TERM OF AGREEMENT
The term of this Agreement shall commence upon execution of the Agreement and
shall continue until termination as provided herein.
4. PRODUCT SUPPORT
4.1 Warranty Disclaimer
GM AND ITS SUPPLIERS MAKE AND NAMED USER RECEIVES NO REPRESENTATION,
CONDITION OR WARRANTY, EXPRESS OR IMPLIED, IN ANY OTHER PROVISION OF THIS
AGREEMENT OR COMMUNICATION WITH NAMED USERS WITH RESPECT TO PRODUCT, AND GM
AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES WHETHER AS TO
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER MATTER. NAMED
USER ASSUMES ALL RESPONSIBILITIES FOR THE SELECTION OF PRODUCT TO ACHIEVE
NAMED USER'S INTENDED RESULTS. GM AND ITS SUPPLIERS DO NOT WARRANT THAT
PRODUCT WILL MEET NAMED USER'S REQUIREMENTS OR THAT PRODUCT WILL BE
UNINTERRUPTED OR ERROR FREE.
4.2 LIMITATION OF LIABILITY EXCEPT AS PROVIDED BELOW
GM AND ITS SUPPLIERS SHALL HAVE NO LIABILITY FOR ANY INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY DESCRIPTION, INCLUDING, WITHOUT
LIMITATION, DAMAGES DIRECTLY OR INDIRECTLY ARISING OUT OF THE INSTALLATION,
REMOVAL, USE OR NON-USE OF PRODUCT OR LOSS OF PROFITS, WHETHER ARISING OUT OF
WARRANTY OR CONTRACT, NEGLIGENCE, OR OTHER NON-INTENTIONAL TORT OR OTHERWISE.
UNDER NO CIRCUMSTANCES SHALL GM'S AND ITS SUPPLIERS' LIABILITY EXCEED THE
APPLICABLE LICENSE FEE PAID BY NAMED USER UNDER THIS AGREEMENT, REGARDLESS OF
THE FORM OF THE ACTION. NAMED USER EXPRESSLY AGREES THAT THE LIMITATIONS OF
INCIDENTAL, SPECIAL, CONSEQUENTIAL AND EXEMPLARY DAMAGES SET FORTH ABOVE ARE
AGREED ALLOCATIONS OF RISK, ARE REFLECTED
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IN THE FEES THAT HAVE BEEN AGREED TO BETWEEN THE PARTIES HEREIN.
5. RESTRICTIONS ON USE, CONFIDENTIALITY
To the maximum extent permitted by law, Named User agrees not to reverse
compile, disassemble, or otherwise reverse engineer Product or any portion
thereof. Named User further agrees not to disclose, reproduce, publish, release,
transfer, translate, copy or make available any portion of Product code or to
prepare or copy derivative or collective works based upon and/or containing any
portion of Product code. Named User agrees that all materials supplied under
this Agreement shall be kept in a secure place. Named User agrees to and shall
take appropriate action satisfactory to GM, by instruction, agreement or
otherwise, with any persons permitted access to Product to ensure continuous
confidentiality. All notices pertaining to use and ownership of the electronic
media and Product will be retained on the electronic media and Product in the
possession of Named User.
6. UNAUTHORIZED ACTS
Named User agrees to notify GM of the possession, use, knowledge, disclosure or
reproduction of any electronic media or Product made available to Named User
under this Agreement by any person, firm or organization not authorized by this
Agreement to have the benefit of such possession, use, knowledge, disclosure or
reproduction, and to cooperate with GM and its representatives in any
investigation of and litigation against such person, firm or organization.
7. TERMINATION
Named User may terminate this Agreement without cause by giving GM thirty (30)
days written notice of termination. In the event of a material breach of this
Agreement which is not corrected, this Agreement may be terminated in the
following manner. The party complaining of the breach may terminate this
Agreement by serving written notice on the other party of its intention to
terminate the Agreement and stating the breach of the Agreement complained of,
whereupon the other party shall have a period of thirty (30) days to correct the
material breach; and in the event the breach is not corrected, the Agreement
shall stand terminated at the end of said thirty (30) days from service of the
notice. In the event the breach is corrected, the Agreement shall continue as if
no breach had occurred. If this Agreement is terminated at any time, Named User
shall cease use immediately of Product and shall promptly return or destroy all
GM originals and all materials related to Product and electronic media received
from GM and/or any other material furnished by GM to Named User for use by Named
User in connection with this Agreement, including any modifications, and all
supplementary or related program materials and information, excluding normal
printouts or handouts which have been distributed to customers of Named User.
If for any reason the relationship between GM and its supplier of Product or
between GM and Named User is terminated, this Agreement will be concurrently
terminated, effective as of the relationship termination date.
8. GENERAL
This Agreement is entered into and shall be construed in accordance with the
laws of the State of Minnesota. This Agreement constitutes the entire agreement
between the parties and supersedes all other communications whether written or
oral. Neither the rights granted herein nor Product or copies thereof may be
licensed, assigned, or transferred by Named User. Any failure by GM to terminate
this Agreement for any particular cause shall not be interpreted as a waiver of
GM's right to subsequently cancel or terminate the Agreement for a later similar
reason. CWC and other third-party suppliers of GM are direct and intended
third-party beneficiaries of this Agreement and may enforce this Agreement
directly against Named User.
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EXHIBIT 16(b)(1)
o Source code
o Object Code (Compiled Code)
o Data Tools
o Data Model Templates
o Trade Secrets, Patent Rights, Copyrights and Trademark Rights Related to
CWC's proprietary configuration techniques
o Product Documentation (Included on CD)
o Data Compression Routines
o Application Program Interfaces
o Product Plans
o Database Schema
o Design Documentation
o Processes and Methods to Implement Signature Plus as set forth in CWC's
Implementation Guide
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STATEMENT OF WORK
This Statement of Work ("SOW") is entered into pursuant to a Products Use and
General Services Agreement between GM and CWC executed August 1, 1994, (the
"Base Agreement").
All amounts in U.S ($)
================================================================================
LICENSE FEES (SIGNATURE PLUS - WEB APPLICATION) - CONSUMERS
--------------------------------------------------------------------------------
Access to Signature Plus - Web by up to 3000 Consumers utilizing up to six
servers at GM in the U.S. ... $[ * * * ]
The full license fee will be invoiced upon execution of this SOW. Payment terms
are as follows:
$[ * * * ] upon execution of this SOW.
$[ * * * ] due January 1, 1999.
In accordance with Section 7(c) of the Agreement, payment terms are Net 25th
Prox.
================================================================================
================================================================================
LICENSE FEES (SIGNATURE PLUS - TOOLKIT) - NUMBER OF SITES
--------------------------------------------------------------------------------
1 Tools (Signature Plus Toolkit)........................................$0.00
----
* 1st Toolkit included at no charge, with the purchase of a Signature Plus Web
license.
--------------------------------------------------------------------------------
The license fees are payable upon execution of this SOW.
================================================================================
================================================================================
HOSTING
--------------------------------------------------------------------------------
CWC shall host the CWC Internet Configurator technology for a period of one year
at no charge, including hardware. Such services include:
o Hosting for US data and application services only. GM and CWC shall mutually
agree in writing to hosting other sectors in a separate SOW.
o Hardware and services will be provided to support 3000 concurrent users
only. Any extra hardware or services for a greater number of users will be
GM's responsibility.
o Hosting will be for one year from execution of this SOW.
o GM will be responsible for hosting (hardware and services) after the one
year time frame is complete.
o Hosting service charges will be limited to $[ * * * ]. (This is based upon
the estimate for the annual hosting charges from MCI.)
GM has requested CWC to use its preferred hosting company. In the event such
company's monthly fee exceeds $[ * * * ] per month, GM shall reimburse CWC up
to $[ * * * ] per month for the fee beyond $[ * * * ]. The following is an
example of such fees:
Preferred hosting company monthly fee: $[ * * * ]
CWC covers $[ * * * ]
Reimbursement from GM $[ * * * ]
Reimbursement for the hosting services will be done under the existing purchase
order of GM PROSPEC services.
================================================================================
APPLIABLE SPECIFICATIONS/DELIVERY
--------------------------------------------------------------------------------
The Applicable Specifications for Signature Plus - Web are included in the
documentation distributed with Signature - Web. CWC shall deliver Signature Plus
- Web to GM for installation upon execution of this SOW. The date of delivery
shall be considered the Acceptance Date.
Signature Plus - Web was developed consistent with software industry standards,
but is not ISO certified at this time.
Signature Plus is fully Year 2000 Compliant except as specified herein.
With respect to any third-party products procured by CWC for delivery to GM
under the terms of this Statement of Work (Third-Party Products), fi any, CWC
shall use all reasonable efforts: (i) to obtain on GM's behalf the warranty
[ * * * ] Confidential treatment has been requested for the bracketed
portions. The confidential redacted portion has been filed
separately with the Securities and Exchange Commission.
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set forth in the preceding sentence; and (ii) to determine whether the
Third-Party Product is Year 2000 Compliant before using the Third-Party Product
hereunder. If CWC is unable to obtain such warranty for Third-Party Products,
CWC shall promptly notify GM and shall promptly undertake to test the
Third-Party Products using GM's Year 2000 Compliance Test Procedure attached
hereto as Exhibit A, or a comparable procedure approved by GM. If the
Third-Party Products fail the Year 2000 Compliance Test Procedure, GM shall have
the option to do one of the following: (i) reject the Third-Party Products and
pursue other alternatives; or (ii) require CWC to upgrade the Third-Party
Products to render it Year 2000 Compliant.
To be "Year 2000 Compliant" Signature Plus must at all times before, during and
after January 1, 2000, accurately process and handle date and time data
(including, but not limited to, calculating, comparing and sequencing) from,
into, and between the twentieth and twenty-first centuries, and the years 1999
and 2000, including leap year calculations, to the extent that other information
technology (e.g., hardware, software and firmware) used in combination with
Signature Plus properly exchange date/time data with it.
================================================================================
MAINTENANCE FEE
--------------------------------------------------------------------------------
STANDARD MAINTENANCE (REQUIRED, 15% OF
THE TOTAL LICENSE FEE FOR SIGNATURE PLUS - WEB .................... $[ * * * ]
See below for definition of Standard maintenance to be provided to GM for
Signature Plus - Web.
If GM Decides to buy additional licenses for Concurrent Users or servers, CWC
will calculate the license fee based on the percentages above and pro-rate to
the end of the then-current GM maintenance year.
This maintenance fee will be invoiced under the existing purchase order for GM
PROSPEC services.
================================================================================
================================================================================
MAINTENANCE DESCRIPTION
--------------------------------------------------------------------------------
CWC shall provide telephone support via a CWC customer support representative to
research questions and resolve issues for the GM designated contacts identified
in the attached schedule.
o Support is provided from 8am to 5pm Central Time, Monday through Friday
excluding CWC designated holidays. This service will also provide a means
for two GM designated contacts to provide feedback to CWC on the Software
and Tools.
Following is a definition of priority levels:
o P1: Production/Development Down
o P2: Major Feature/Function Failure
o P3: Minor Feature/Function Failure
o P4: Minor Question
Priority level support shall be handled according to the following table:
================================================================================
--------------------------------------------------------------------------------
Priority Standard
---------- ---------------------------------------------------------------------
P1 CWC will use best efforts to respond to the GM contact within two
hour of notice and provide a fix plan within 24 hours.
---------- ---------------------------------------------------------------------
P2 CWC will use best efforts to respond to the GM contact within four
hours of notice and provide a fix plan within 48 hours
---------- ---------------------------------------------------------------------
P3 CWC will use best efforts to respond to the GM contact eight hours
of notice and provide a fix plan within ten days
---------- ---------------------------------------------------------------------
P4 CWC will use best efforts to respond to GM contact within eight
hours of notice.
--------------------------------------------------------------------------------
Maintenance includes issuance of upgrades of Signature Plus - Web as they become
available from CWC. CWC is currently planning to more Signature Plus Web -
Application towards a UNIX environment at some point in the future as an
upgrade; CWC will make such upgrade available to GM under this maintenance
agreement if and when available. Upon issuance of an upgrade, CWC shall provide
the telephone support identified in this SOW for the previous upgrade for a
period of 12 months.
[ * * * ] Confidential treatment has been requested for the bracketed
portions. The confidential redacted portion has been filed
separately with the Securities and Exchange Commission.
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Maintenance service does not include the delivery of any software and associated
documentation which CWC offers as separate products which have not been licensed
to GM.
Maintenance services shall start upon execution of this SOW.
================================================================================
TAX AND DUTIES
--------------------------------------------------------------------------------
All duties, taxes and levies (excluding taxes based on CWC's net income), if
any, shall be borne by GM.
================================================================================
FEES AND PAYMENT TERMS
--------------------------------------------------------------------------------
Payment of maintenance fees shall commence upon execution of this SOW and shall
be invoiced annually in advance. Ninety (90) days prior to the end of the annual
maintenance period, CWC shall provide written notification to the GM Project
Manager (with a copy to the Practice Area Manager, General Commercial and
Government Contracts Practice Area) of any increase in the maintenance fee for
the following annual period. Within thirty (30) days of such notice, GM shall
notify CWC whether or not they will proceed with CWC's maintenance services for
the following year. In the event GM does not provide such notice within thirty
(30) days, the maintenance services shall automatically renew for the next
annual period.
================================================================================
The fees and terms in this SOW are valid until June 5, 1998. If this SOW is not
signed by GM prior to that date, CWC may revise such fees and terms.
================================================================================
SIGNATURES
--------------------------------------------------------------------------------
IN WITNESS WHEREOF, the parties have signed this SOW by their duly authorized
representatives.
GENERAL MOTORS CORPORATION CWC INCORPORATED
By: [ * * * ] By: X. X. Xxxxx
----------------------------- -----------------------------
Signature: [ * * * ] Signature: /s/ X.X. Xxxxx
---------------------- ----------------------
Title: Sr. Divisional Buyer Title: V.P. Corporate Services
-------------------------- --------------------------
Date: June 26, 1998 Date: June 25, 1998
--------------------------- ---------------------------
[ * * * ] Confidential treatment has been requested for the bracketed
portions. The confidential redacted portion has been filed
separately with the Securities and Exchange Commission.
3
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GM DESIGNATED CONTACTS
================================================================================
CONTACT #1
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Name: [ * * * ]
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Title: [ * * * ]
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Business Address: [ * * * ]
---------------------------------------------------------------
Business Phone: [ * * * ]
-----------------------------------------------------------------
Business Fax: [ * * * ]
-------------------------------------------------------------------
E-mail: [ * * * ]
-------------------------------------------------------------------------
================================================================================
CONTACT #2
--------------------------------------------------------------------------------
Name: [ * * * ]
---------------------------------------------------------------------------
Title: [ * * * ]
--------------------------------------------------------------------------
Business Address: [ * * * ]
---------------------------------------------------------------
Business Phone: [ * * * ]
-----------------------------------------------------------------
Business Fax: [ * * * ]
-------------------------------------------------------------------
E-mail:
-------------------------------------------------------------------------
================================================================================
CONTACT #3
--------------------------------------------------------------------------------
Name: [ * * * ]
---------------------------------------------------------------------------
Title: [ * * * ]
--------------------------------------------------------------------------
Business Address: [ * * * ]
---------------------------------------------------------------
Business Phone: [ * * * ]
-----------------------------------------------------------------
Business Fax: [ * * * ]
-------------------------------------------------------------------
E-mail:
-------------------------------------------------------------------------
================================================================================
CONTACT #4
--------------------------------------------------------------------------------
Name:
---------------------------------------------------------------------------
Title:
--------------------------------------------------------------------------
Business Address:
---------------------------------------------------------------
Business Phone:
-----------------------------------------------------------------
Business Fax:
-------------------------------------------------------------------
E-mail:
-------------------------------------------------------------------------
================================================================================
[ * * * ] Confidential treatment has been requested for the bracketed
portions. The confidential redacted portion has been filed
separately with the Securities and Exchange Commission.
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