EXHIBIT 10.23
GUPTA Agreement No. 00-OEM-7991 -INVU-01
Amendment Number One
to the
Limited Manufacturing Agreement
between
Gupta Technologies, LLC ("GUPTA")
and
Invu Services Limited ("Licensee")
WHEREAS GUPTA and Licensee have previously entered into a Limited
Manufacturing Agreement effective September 30th, 2000 ("the Agreement");
WHEREAS GUPTA and Licensee desire to modify the terms and conditions of
the Agreement and the Agreement by way of this Amendment One ("the Amendment");
NOW, THEREFORE, GUPTA and Licensee agree as follows:
1. Conflicts, Use of Terms: In the event of conflict between the terms and
conditions of the Agreement and the terms and conditions of this Amendment, the
terms and conditions of this Amendment will hold. The headings used in this
Amendment are included for convenience only and are not to be used in construing
or interpreting the Agreement. Terms used herein shall, unless otherwise
specified below, have the same meaning as found in the Agreement.
2. Transfer of the contract to GUPTA: LICENSEE hereby acknowledges that Centura
Software Limited is no longer the licensor of this amended contract. All rights
and obligations out of the contract belong to Gupta Technologies, LLC. At all
times the term "Centura" or "CENTURA" as found in the Agreement and this
Amendment, shall be taken to refer to Gupta Technologies, LLC ("GUPTA").
3. Modification to Item 3 SP ("Effective Date") of the Agreement: The term of
the Agreement is hereby changed as follows: The Effective Date will be December
21st, 2001.
4. Modification to Item 4 SP ("Termination Date") of the Agreement: The term of
the Agreement is hereby changed as follows: The Agreement will now terminate on
December 31st, 2004, subject to Item 9 below.
5. Modification of Item 5 SP ("Programs") of the Agreement: Upon execution of
this Amendment the following Programs will be provided to the LICENSEE;
i) SQLBase Desktop (all commercially available machine packs, as of
the date of execution of the Amendment), Version 7.6.1
ii) SQLBase Server (all commercially available user levels, as of the
date of execution of the Amendment), Version 7.6.1
iii) SQLBase Desktop CenturaGarde (all commercially available machine
packs, as of the date of execution of the Amendment), Version
7.6.1
iv) SQLBase Server CenturaGarde (all commercially available user
levels, as of the date of execution of the Amendment), Version
7.6.1
6. Modification of Item 6 (a) SP ("Payment") of the Agreement: Upon execution of
this Amendment and in consideration for the rights granted in Section 2 GTC and
in consideration for the GLS to be provided to LICENSEE as specified in Item
9(a) SP of the Agreement, LICENSEE irrevocably agrees to pay to GUPTA the
non-contingent, nonrefundable payment of (pound)438,000 (four hundred and
thirty-eight thousand Pounds Sterling). This sum is due and payable and shall be
remitted as follows:
(a)(pound) 20,000 are due latest January 31st, 2002
(b)(pound) 30,000 are due latest March 15th, 2002
(c)(pound) 30,000 are due latest June 15th, 2002
(d)(pound) 30,000 are due latest September 15th, 2002
(e)(pound) 40,000 are due latest December 15th, 2002
(f)(pound) 40,000 are due latest March 15th, 2003
(g)(pound) 29,000 are due latest June 15th, 2003
(h)(pound) 47,000 are due latest September 15th, 2003
(i)(pound) 43,000 are due latest December 15th, 2003
(j)(pound) 43,000 are due latest March 15th, 2004
(k)(pound) 43,000 are due latest June 15th, 2004
(1)(pound) 43,000 are due latest September 15th, 2004
CENTURA will provide LICENSEE with a single master copy of each of the Programs,
from which the authorized copies can be reproduced.
7. Right to terminate the contract for LICENSEE: After June 15th, 2003 and
provided all payments as stated in Item 6 above are received by GUPTA, LICENSEE
has the right to terminate the Amendment with 3 months written notice effective
June 30th, 2003. After the termination of the Amendment LICENSEE has no
obligation to remit the payments (h) to (1) as mentioned in Item 6 above and
GUPTA has no obligations to provide GLS to LICENSEE.
8. Modification of Item 7 SP ("License Fees") of the Agreement: Upon execution
of this Amendment Item 7 SP of the Agreement is cancelled and replaced by the
following: 'The payment of (pound)438,000 as specified in Item 6 above shall be
considered payment in full for LICENSEE's right to reproduce and distribute
copies of the Programs to a limited number of 150,000 PC Workstation
Connections.
If the Amendment is terminated effective June 30th, 2003 the payment of
(pound)219,000 as specified in Item 6 (a) to (g) above shall be considered
payment in full for LICENSEE's right to reproduce and distribute copies of the
Programs to a limited number of 75,000 PC Workstation Connections.
For purposes of this Amendment a "PC Workstation Connection" shall mean any PC
Workstation or Server, (i) on which any Program (or component thereof) is
manufactured and distributed by LICENSEE and/or (ii) which has access to or
connects to any Program manufactured and/or distributed by LICENSEE, subject to
the terms of this Agreement.'
9. Right to reproduce and distribute copies of the Programs: If at the
"Termination Date" LICENSEE has not made the limited number of copies as
mentioned in Item 8 above, the right to reproduce and distribute copies of the
Programs will be given to LICENSEE by GUPTA till LICENSEE meets the maximum
number of copies. After the "Termination Date" LICENSEE must enter into a
separate contract for GLS. There is no guarantee for conditions or prices for
this separate GLS contract given by GUPTA with the execution of this Amendment.
10. Modification of Item 9 (a) SP ("GLS") of the Agreement: Upon execution of
this Amendment Item 9 (a) SP of the Agreement is modified as follows: 'The GLS
Period will start December 21st, 2001 and end December 31st, 2004.'
11. Deletion of Item 9 (b) SP ("Reporting") of the Agreement: Effective upon the
Execution of this Amendment, Item 9 (b) SP of Agreement is hereby deleted.
12. Deletion of Item 9 (c) SP ("CLS Fees Upon Expiration of the Agreement") of
Amendment: Effective upon the Execution of this Amendment, Item 9 (c) SP of the
Agreement is hereby deleted.
13. No Other Modification: Other than as provided in this above, the terms and
conditions of the Agreement remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed the later of the below dates.
LICENSEE: GUPTA:
Signature: Signature:
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Name: Name:
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Title: Title:
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Date: Date:
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