EXHIBIT 10.6
FORTE SOFTWARE, INC.
VALUE-ADDED RESELLER (VAR) LICENSE AND SERVICES AGREEMENT
VAR CHORDIANT SOFTWARE, INC
____________________________________________________________________________
Address 00000 Xxxxxxx Xxxxx Xxxx., Xxx. 000
________________________________________________________________________
City Cupertino State CA Zip 95014
______________________________________ _____________________ ____________
This Value-Added Reseller (VAR) License and Services Agreement (the "Agreement")
is between Forte Software, Inc., a Delaware corporation located at 0000 Xxxxxxxx
Xxxxxx, Xxxxxxx, Xxxxxxxxxx, 00000 ("Forte"), and the company set forth above,
including any wholly or majority owned subsidiaries (the "VAR") for the purpose
of setting forth the terms and conditions upon which Forte shall grant to the
VAR a license to use and Sublicense the Products listed in Exhibit A attached
hereto. This Agreement shall supersede and replace the Value-Added Reseller
License and Services Agreement dated September 19, 1996 (and all other
agreements and understandings between the parties), which superseded the
Value-Added Reseller License and Services Agreement dated February 1, 1995.
The Effective Date of this Agreement is the last date set forth below.
FORTE: VAR:
FORTE SOFTWARE, INC. CHORDIANT SOFTWARE, INC.
Signature: /s/ Xxx X. Xxxxx Signature: /s/ Xxxxxx X. Xxxxxxxxxxx
Name: Xxx X. Xxxxx Name: Xxxxxx X. Xxxxxxxxxxx
Title: Senior Vice President Title: EVP/CFO
Date: October 30, 1998 Date: October 29, 1998
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WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
TERMS AND CONDITIONS
Forte and the VAR hereby agree that the following terms and conditions will
apply to each license granted and to all services provided by Forte under this
Agreement.
1. DEFINITIONS
1.1 "Cumulative Sublicense Fees" shall mean the total Sublicense fees,
including Full Use Sublicense Fees, accrued to Forte beginning upon the
Effective Date hereto for Products Sublicensed under this Agreement.
1.2 "Delivery Partners" shall mean a system integrator or other party
engaged to provide services to a Sublicensee or VAR with respect to VAR
Applications.
1.3 "Designated Developer" shall mean a person within the VAR designated by
VAR to develop applications with the Product.
1.4 "Distributors" shall mean Delivery Partners or other third parties
appointed by the VAR to market and grant Sublicenses of the VAR Application as
further set forth in Section 3.1(h) hereto.
1.5 "Documentation" shall mean the user manuals and operator instructions
furnished by Forte in conjunction with the Products.
1.6 "Effective Date" shall mean the date so specified on the signature page
of this Agreement or on the applicable Order Form, Sublicense report, or other
document.
1.7 "Order Form" shall mean Forte's standard form by which the VAR may
order licenses and services for VAR's use under this Agreement. Such Order Form
is attached hereto as Exhibit B.
1.8 "Price List" shall mean Forte's then-current price list for the country
in which a Product license or service is to be used.
1.9 "Product" or "Products" shall mean the computer software program(s)
owned or distributed by Forte for which the VAR is granted a license pursuant to
this Agreement and as further set forth in Exhibit A, whether in printed or
machine readable form and includes Updates (defined in Section 1.16). Forte
agrees that Exhibit A may be amended from time to time by the parties to include
other software Products not currently listed on Exhibit A that Forte licenses to
its customers generally.
1.10 "Runtime Users" shall mean the maximum number of logged-in persons
within a Sublicensee that may use the VAR Application at any one time.
1.11 "Standard Technical Support" shall mean Product technical support
services provided under Forte's policies in effect on the date such services are
ordered.
1.12 "Sublicense" shall mean a nonexclusive, nontransferable right granted
by the VAR or Distributor to use a VAR Application for the Sublicensee's own
internal business purposes and not for any further distribution.
1.13 "Sublicensee" shall mean a third party who is granted a Sublicense by
the VAR or a Distributor.
1.14 "Support Fees" shall mean the fees payable annually for Standard
Technical Support.
1.15 "Supported License" shall mean a Product license for which VAR has a
current order for annual Standard Technical Support.
1.16 "Updates" shall mean updated versions of the Products and Documentation
which encompass logical improvements, extensions and other changes to the
Products which are generally made available to Product licensees who are current
in their payment of Support Fees. Updates shall be governed by the terms of this
Agreement.
1.17 "VAR Application" shall mean the VAR's software program containing
modifiable Product code. A VAR Application shall be developed by the VAR through
use of the Products as further set forth in Section 2.1 hereto. The VAR shall
provide a description of each VAR Application using the form attached as Exhibit
C, and each VAR Application shall be approved in writing by Forte prior to
Sublicensing which approval will not be unreasonably withheld. Forte agrees that
future approved VAR Applications shall be governed by the terms of this
Agreement. Forte hereby approves VAR's CCS Application as described in Exhibit C
attached hereto. Notwithstanding any provision to the contrary in this
Agreement, nothing stated in this Agreement shall preclude VAR from developing
any VAR software program through the use of any third party product.
1.18 "VAR Price List" shall mean the VAR's then-current standard product
list and fee schedule. The VAR shall attach hereto as Exhibit D the initial VAR
Price List which includes the VAR Application. The VAR agrees to notify Forte of
all updates and revisions to such VAR Price List.
2. VAR LICENSE AND SERVICES
2.1 VAR Development License
(a) Fees. In consideration for the license described in (b) below, VAR shall pay
Forte the VAR license fee set forth on Exhibit A. Additional Designated
Developer and other
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licenses may be obtained for the applicable fees set forth in Exhibit A.
(b) License Grant. Forte grants to VAR a nonexclusive, worldwide,
nontransferable and nonassignable (except as otherwise specified herein)
license to use the Documentation and the Products listed on Exhibit A only
for the following purposes:
(i) to market and Sublicense to Sublicensees worldwide (subject to Section
7.8) VAR Application Development Systems (as defined in Exhibit A) and
the right to Sublicense such rights through multiple tiers of
distribution, each for the purposes described below. In connection with
its license pursuant to this clause, VAR shall limit access to such
Products to the number of Designated Developers indicated on the
applicable Order Form.
(ii) to develop or prototype the VAR Application;
(iii) to demonstrate the VAR Application to potential Sublicenses;
(iv) to provide training and technical support to employees and Sublicensees
solely in conjunction with the VAR Application; and
(v) in connection with providing consulting services and/or providing or
modifying VAR Applications to Sublicensees and potential Sublicensees.
In addition to the temporary Sublicenses specified in Section 3.1(c), VAR may
make up to five (5) copies of the Products for demonstration and training
purposes, may make a reasonable number of copies of the Products for archival or
backup purposes. Except as necessary to exercise its license rights or as
otherwise permitted hereunder no other copies shall be made without Forte's
prior written consent. Documentation may be obtained from Forte for the fees
specified in the Price List. All titles, trademarks, and copyright and
restricted rights notices shall be reproduced in such copies. All copies of the
Product(s) and Documentation are subject to the terms of this Agreement.
(c) Limitations on Use. VAR shall not use or duplicate the Products (including
the Documentation) for any purpose other than as specified in the Agreement, or
make the Products available to unauthorized third parties. VAR shall not (i) use
the Products for its internal data processing or for processing customer data;
(ii) except as noted in Exhibit A Section 4(d) rent, or timeshare the Products;
(iii) market the Products by interactive cable or remote processing services or
otherwise distribute the Products other than as specified in this Agreement;
(iv) publish or describe to any third party the results of any benchmark tests
run on the Products without Forte's prior written consent provided, however,
that VAR may publish benchmark tests and comparisons limited in scope to the VAR
Application's features; functionality and performance, so long as such benchmark
tests and comparisons do not directly disclose the functionality, features or
performance of any Product (including without limitation memory utilization,
response time, transaction throughput, relative performance/functionality on
different hardware and/or operating system platforms), or (v) cause or permit
the reverse engineering, disassembly, decompilation, or otherwise attempt to
derive source code of the Products. Transfer of a Product outside the United
States for VAR Application development or support shall be permitted only with
Forte's prior written consent, which shall not be unreasonably withheld, and is
subject to VARs payment of Forte's then current international fee uplift.
2.2. Development License Support
Subject to VAR's payment of the Support Fees set forth on Exhibit A, and so long
as Forte continues to offer similar support services to its other Product
licensees, Forte will provide annual Standard Technical Support to VAR as
follows:
(a) Telephone Support. Forte will provide telephone consultation at Forte's
service location, to assist VAR in identifying, verifying and resolving problems
in the use and operation of the Product. Telephone assistance services shall be
limited to those VAR personnel indicated on the applicable Order Form, which may
be amended from time to time by VAR upon written notice to Forte.
(b) Problem Resolution. Forte will respond to problem reports concerning the
Products submitted by VAR to Forte, using the form provided by Forte where
possible, including backup material substantiating the Product problem. Upon
proper notification of a failure of the Product to perform correctly, which
failure can be reproduced at Forte's facility or via remote access to VAR's
facility, Forte shall use reasonable efforts to correct the failure and to
provide VAR with correcting Product, a work-around or other solution to the
problem.
Standard Technical Support services will be provided in accordance with the
sections entitled "Types of Assistance Offered" and "How Forte Resolves Your
Call" of the Forte Technical Support Users Guide ("Support Guide"), attached
hereto as Exhibit F or policies that are substantially similar thereto. In the
event of a conflict of inconsistency between this Section 2.2 and the Support
Guide, Section 2.2 shall govern.
(c) Updates. Forte will provide VAR with Updates. For a minimum of 12 months
after the introduction of a new generally available release, Forte will use
reasonable efforts to provide Standard Technical Support for the previous
release of the Product.
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THE OMITTED PORTIONS.
(d) Renewal. Forte will notify the VAR at least 30 days before the annual
support period is scheduled to expire. Fees for annual support are due annually
in advance. Such fees will be those in effect at the beginning of the period for
which the fees are paid. Annual support will terminate unless the VAR renews for
the next year under Forte's then current policies by providing Forte with a
purchase order and/or payment of the next year's fees prior to the expiration
date.
(e) Re-Instatement. VAR may reinstate lapsed support services only upon payment
of the back Support Fees specified in the Price List, plus current year's
Support Fees.
2.3 Consulting and Training Services
Forte will provide on-site consulting services ordered by VAR at Forte's
then-standard consulting rates under the terms and conditions of this Agreement
and any relevant work order; provided, however, that Forte will consider
offering Chordiant a discount on consulting orders of $100,000 or more (such
consulting services to be used within six months of purchase). Scheduled service
dates will be agreed upon mutually, subject to availability of Forte personnel.
Forte's daily consulting rate is based on an eight-hour workday. VAR shall
reimburse Forte for actual, reasonable travel and out-of-pocket expenses
incurred in performing such services. VAR may also order training from Forte
(scheduled classes at Forte's facilities or on-site) at Forte's then-standard
rates under this Agreement. All consulting and training services must be
utilized by VAR within six (6) months following the date ordered by VAR.
Unless otherwise agreed by the parties in writing, Forte consulting services
will be limited to transferring knowledge to and mentoring VAR's staff on "best
practices" concerning the Products, and reviewing and providing input on VAR's
design and implementation of applications developed and deployed using the
Products. Development and deployment of applications will remain at all times
under VAR's control and direction. Ultimate responsibility for development and
deployment of such applications is with VAR, and Forte will not be liable to VAR
or any third party for any delay in completion or non-completion of any
application.
2.4 Ownership and Rights to Developments
(a) Products and Documentation. VAR acquires only the right to use the Products
and Documentation, and does not acquire any rights of ownership. All right,
title, and interest in and to the Products and Documentation, including without
limitation all intellectual property rights therein, shall at all times remain
with Forte and its licensors.
(b) VAR Application. Exclusive of Product, the VAR Application and all other
software that VAR develops (or has developed by a third party), and all changes
or modifications thereto, will remain the sole and exclusive property of VAR.
Exclusive of Product, Forte shall have no interest or acquire any rights in the
VAR Application or other software or in such changes or modifications. Except as
may otherwise be agreed to in writing by the parties under Section 2(d)(i),
Forte irrevocably assigns to VAR all right, title and interest worldwide in and
to any changes or modifications to the VAR Application (exclusive of Product)
and all applicable intellectual property rights related to the VAR Application
(exclusive of Product), including without limitation, copyrights, trademarks,
trade secrets, patents, moral rights, contract and licensing rights.
Notwithstanding the foregoing and as a condition of this Agreement and in
consideration for the licenses granted herein, VAR agrees that it shall not
sublicense or otherwise distribute the VAR Application (containing any Product)
after termination or expiration of this Agreement. Nothing in this Agreement
shall restrict in any way the license by VAR, or require license or other
payments to Forte with respect to products or applications which are not VAR
Applications, or require VAR or any other party to license VAR Applications or
Products.
(c) Developments. Any ideas, know-how, or techniques concerning the Products or
their use which may be developed, conceived or reduced to practice by Forte in
the course of providing services under this Agreement, including without
limitation any enhancements or modifications made to the Products (collectively,
"Developments"), shall be the exclusive property of Forte. Forte may in its sole
discretion develop, use, market, and license any Developments. Forte may create
items similar or related to the VAR Developments or other products which are
developed by Forte for VAR provided such items are independently developed
without use of VAR's Confidential Information or trade secrets. Forte shall not
be required to disclose information concerning any Developments which Forte
deems to be proprietary and confidential. Any ideas, know-how, or techniques
concerning the VAR Applications or Products or their use which may be developed,
conceived or reduced to practice by VAR, including without limitation any
enhancements or modifications made to the VAR Applications (collectively, "VAR
Developments"), shall be the exclusive property of VAR. VAR may in its sole
discretion develop, use, market, and license any VAR Developments. VAR may
create items similar or related to the Products or Developments or other
materials developed by Forte for VAR provided such items are independently
developed without use of Forte's confidential information or trade secrets. VAR
shall not be required to disclose to Forte any information concerning any VAR
Developments.
(d) Custom Work Product. Notwithstanding subsection (c) above, if consulting
services rendered by Forte will by
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mutual written agreement include the design or development of the VAR
Application, other software, documentation, or other intellectual property
specific to VAR's needs ("Custom Work Product"), then (i) the parties must agree
in writing in each instance on the ownership rights in or to such Custom Work
Product prior to Forte's commencement of such services or (ii) if no such
agreement is reached, VAR shall have sole and exclusive ownership of the Custom
Work Product. Under this subsection (ii), Forte irrevocably assigns to VAR all
right, title and interest worldwide in and to the Custom Work Product and all
applicable intellectual property rights related to the Custom Work Product,
including without limitation, copyrights, trademarks, trade secrets, patents,
moral rights, contract and licensing rights. Forte shall have the right to
create items similar or related to Custom Work Product provided such items are
independently developed without use of VAR's Confidential Information or trade
secrets. Notwithstanding any other provision to the contrary, for any consulting
services Forte provides to VAR which result in Custom Work Product that is
exclusively owned by VAR under subsection (ii) above, Forte shall not be
precluded from using Residuals (defined below) from such Custom Work Product.
"Residuals" shall mean ideas, concepts and understandings related to the Custom
Work Product which would be retained in the memory of an ordinary employee not
intent on appropriating such Custom Work Product when performing such services.
Notwithstanding the parties' agreement that VAR shall own any particular Custom
Work Product, any Developments and any proprietary software or other items
previously developed and/or owned by Forte and included in the Custom Work
Product shall remain the exclusive property of Forte. Forte hereby grants to VAR
a non-exclusive, perpetual, worldwide, fully paid-up license to copy, modify,
Sublicense, distribute and use solely for VAR's exercise of rights granted under
this Agreement all Developments and other Forte-owned items included in the
Custom Work Product. All copies of any Custom Work Product which is wholly or
partially owned by Forte shall include Forte's copyright notice and may not be
provided to third parties without Forte's prior written consent.
3. SUBLICENSING
3.1 Terms and Conditions
(a) Right to Sublicense. Forte hereby grants VAR a nonexclusive, nontransferable
and nonassignable (except as expressly provided in this Agreement) license to
market and Sublicense to Sublicensees worldwide (subject to Section 7.8) and the
right to Sublicense such rights through multiple types of distribution (e.g.,
system integrators) (i) the Products as an integral part of the VAR Application,
(ii) the Core System Products (as defined in Exhibit A) for use with
applications other than the VAR Application (a "Full Use License"), provided
that a Sublicensee has also received a license to a VAR Application and provided
that a Forte Regional Sales Manager has reviewed and approved all quotations for
any Products above and beyond a Forte Core System prior to being presented to
the proposed Sublicensee. Each Sublicense shall be granted solely through a
written Sublicense agreement which shall include terms substantially similar to
those set forth on Exhibit E hereto. In the event of any Full Use License, Forte
shall promptly ship such Products and Documentation directly to the applicable
Sublicensee as identified on the Order Form. At Forte's request, VAR shall
provide Forte with a copy of VAR's standard Sublicense agreement. VAR may only
Sublicense those Products which VAR has previously licensed from Forte.
(b) Sublicense Fees. VAR shall pay Forte the Sublicense fee set forth on Exhibit
A. Sublicense fees shall be due and payable with each applicable Sublicense
report.
(c) Temporary Sublicenses. VAR and its Distributors shall be entitled to grant
temporary Sublicenses of the VAR Application or Full Use Licenses at no charge,
for evaluation/pilot purposes only, with no Sublicense fees owed to Forte as
long as a maximum of twenty (20) such temporary Sublicenses are in effect at any
one time. The term of each such temporary Sublicense shall be for a period not
to exceed ninety (90) days. VAR shall terminate or pay to Forte the applicable
Sublicense fees for perpetual Sublicenses for any temporary Sublicenses
outstanding in excess of ninety (90) days.
(d) Sublicensee Use. VAR is granted the Sublicensing rights described herein on
the understanding that, except for a Full Use License or where such a
restriction is not permitted by applicable law, Sublicensees will be permitted
use of the Products only in connection with the VAR Application. VAR shall use
reasonable commercial efforts to enforce the terms of its Sublicense agreements
to the extent that they relate to the Products. If VAR is aware that a
Sublicensee without a Full Use License is using a Product beyond the limited
functionality set forth in the VAR Application Sublicense agreement (for
example, use of any Product for development purposes outside of the scope of the
VAR Application), VAR or Distributor shall immediately notify the Sublicensee of
such unauthorized use. If the Sublicensee fails to discontinue such unauthorized
use following notification, VAR or Distributor shall at VAR's option either
terminate the sublicense, or forward to Forte one hundred percent (100%) of the
applicable then current Product full use license fee.
(e) Sublicensing Practices. At all times during this Agreement VAR shall: (i)
avoid deceptive, misleading, illegal, or unethical practices that may be
detrimental to Forte or to the Products; (ii) not make any representations,
warranties, or guarantees to Sublicensees concerning the Product that are
inconsistent with or in addition to those made in this Agreement and (iii)
comply with all
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applicable laws and regulations with respect to the VAR Application and related
services rendered by VAR.
(f) Sublicense Reports. Within forty-five (45) days of the last day of each
quarter, VAR shall send Forte a report detailing for the quarter:
(i) for each VAR Application or Product for a Full Use License shipped
during the prior quarter, Sublicensee name and address, date of shipment,
whether the Sublicense is temporary for evaluation purposes, and total
Sublicense fees due to Forte;
(ii) for each grant of additional rights to use a VAR Application
previously shipped, a description of such additional rights, and a description
of the applicable Sublicense fees and Support Fees due Forte for such grant; and
the Distributor agreements executed during the prior month, including names and
addresses of the Distributors.
With each sublicense report, VAR shall simultaneously provide Forte with payment
of all fees required under such report. VAR shall require its Distributors to
report the information in clause (i) above to VAR on a quarterly basis and will
include it in the report for the quarter in which VAR received the information.
VAR hereby agrees that the information obtained by Forte pursuant to clause (i)
above, with the prior written consent of the VAR Sales Director, may be used by
Forte for the sole purpose of contacting such new Sublicensee to address any
opportunities outside of the VAR Application solution. Such information shall be
deemed to be Confidential Information as defined in Section 7.1 of this
Agreement. The VAR shall be eligible for compensation on sales by Forte of Full
Use Licenses above and beyond a Full Use Core System License to such customers,
in accordance with the then-current `reverse royalty' or similar program
maintained by Forte.
(g) Sublicensee Documentation. VAR shall be responsible for providing
documentation for Sublicensees. VAR shall have the right to incorporate portions
of the Documentation into the VAR's documentation subject to the provisions of
Section 7.4 of the Agreement at no additional charge to VAR. Forte shall provide
VAR with electronic copies of all current documentation, in the form of CDs or
such other means as reasonably requested by VAR.
(h) Distributors. VAR may appoint Distributors to market and Sublicense the
VAR Application under the terms of the Agreement. If a Distributor desires to
make any Product-specific modifications to the VAR Application requiring the
Product, it must do so pursuant to a development license unless such Distributor
already has an appropriate license acquired directly from Forte or other third
party. Each Distributor's agreement with VAR shall allow it to market and
Sublicense the VAR Application only in accordance with the Sublicensing
provisions of this Agreement. Forte shall be deemed a third party beneficiary of
the portions of the Agreement between VAR and such Distributor that relate to
the Products. VAR agrees to use all reasonable efforts to enforce its
Distributor agreements and to inform Forte immediately of any known material
breach thereof related to the Products.
(i) VAR Audit. VAR shall maintain adequate books and records in connection
with its activity under this Agreement, which shall include but not be limited
to executed Sublicense agreements. Forte may at its expense, retain an
independent third party to audit the relevant accounting books and records of
VAR regarding shipment of VAR Applications or Products to ensure compliance with
the terms of this Agreement. If an audit reveals that VAR has underpaid fees to
Forte; VAR shall promptly pay such fees. Any such audit shall be conducted
during regular business hours at VAR's offices and shall not interfere
unreasonably with VAR's business activities. If the underpaid fees are in excess
of five percent (5%) of the total fees previously paid and then payable from
VAR, then VAR shall pay Forte's reasonable costs of conducting the audit. Audits
shall be made no more than once annually. In addition, each Sublicensee and
Distributor agreement shall permit VAR to conduct a similar audit of VARs
Sublicensees and/or Distributors. VAR shall, upon reasonable evidence that an
audit of a Sublicensee or Distributor is warranted, conduct such audit..
(j) Indemnification. VAR agrees to use reasonable commercial efforts to
enforce the terms of its Sublicense and Distributor agreements required by this
Agreement to the extent that they relate to the Products and to inform Forte of
any known material breach of such Forte-related terms. VAR will defend and
indemnify Forte against: (i) all direct damages to Forte arising from any use by
VAR, its Distributors or its Sublicensees of any product not provided by Forte
but used in combination with the Products if such claim would have been avoided
by the exclusive use of the Products; and (ii) all direct damages suffered by
Forte as a result of VAR's failure to include or reasonably enforce the required
contractual terms set forth herein in each Sublicense and Distributor agreement,
provided that: (i) Forte promptly notifies VAR in writing of the claim; (ii) VAR
has sole control of the defense and all related settlement negotiations; and
(iii) Forte provides VAR with the assistance, information, and authority
necessary to perform the above; reasonable out-of-pocket expenses incurred by
Forte in providing such assistance will be reimbursed by VAR.
(k) Federal Government Sublicenses. The Products and Documentation are
commercial computer software and documentation developed exclusively at private
expense, and in all respects are proprietary data belonging solely to Forte.
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THE OMITTED PORTIONS.
Pursuant to DFARS 227.7202 or FAR 12.212, as applicable, the Government's right
to use, reproduce or disclose the Products and Documentation acquired under this
Agreement is subject to the restrictions of this Agreement.
(l) Inherently Dangerous Applications. The Products are not specifically
developed, or licensed for use in any nuclear, aviation, mass transit, or
medical application or in any other inherently dangerous applications. VAR
agrees to notify each Sublicensee of this limitation. VAR agrees, and each
Sublicensee shall agree, that Forte shall not be liable for any claims or
damages arising from VAR's or a Sublicensee's use of the Products for such
applications. If VAR fails to notify Sublicensee of the limitations specified
above, VAR agrees to indemnify and hold Forte harmless from any claims for
losses, costs, damages, or liability arising out of or in connection with the
use of the Products in such applications.
(m) Notwithstanding Section 1.12 and Items 2 and 3 of Exhibit E and any
other provision in this Agreement, VAR or Distributor shall have the right to
allow a Sublicensee to transfer or assign a Sublicense granted by VAR or
Distributor hereunder, upon written notice to VAR and such transferee/assignee
agrees to be bound by the terms and conditions of the applicable Sublicense
Agreement.
3.2 Sublicense Technical Support
In consideration for the right to provide technical support services to its
Sublicensees, the VAR agrees to pay Forte the applicable annual technical
support services fee set forth in Exhibit X. Xxxxx shall not be required to
provide any assistance needed to install the VAR Application at Sublicensee
sites. Forte shall not be required to provide any Product technical support,
training and consulting to Sublicensees or Distributors. The VAR shall
continuously maintain Standard Technical Support services from Forte during the
period during which VAR provides technical support services to any Sublicensees.
Any questions from the VAR's Sublicensees or Distributors regarding VAR
Applications will be referred by Forte to the VAR.
3.3 Consulting and Training Services
A Sublicensee may contract directly with Forte for consulting and training
services at Forte's then-current rates. VAR shall have no right to market and/or
sell Forte consulting and training services, but may order Forte consulting and
training to be performed on behalf of a Sublicensee and/or Distributor
hereunder. Forte agrees that VAR may order Forte consulting and training
services under the terms of this Agreement and that no additional agreements
(subcontract or otherwise) would be required by Forte to be perform such
services for VAR or on behalf of VAR for a Sublicensee or Distributor.
4. INVOICING, PAYMENT & TAXES
(a) Payment Terms. Invoices for payment of fees shall be payable in U.S.
dollars on the Effective Date of the Order Form or Sublicense Report, as
applicable. All payment obligations identified on executed Order Forms and
Sublicense Reports (as calculated in accordance with Exhibit A) are
noncancellable and, upon payment, are nonrefundable. VAR will provide Forte with
a written purchase order for licenses and support at the time of execution of an
Order Form or submission to Forte of a Sublicense Report, as applicable. Other
applicable fees shall be payable when invoiced. All fees shall be deemed overdue
if they remain unpaid 30 days after the quarterly report date. If the VAR's
procedures require that an invoice be submitted against a purchase order before
payment can be made, the VAR will be responsible for issuing such purchase order
30 days before the payment due date. All overdue amounts shall become interest
at the rate of one and one-half percent (1-1/2%) per month or the maximum legal
rate, if less, however, nothing herein shall limit Forte's right to terminate
this Agreement as set forth herein.
(b) Taxes. The fees listed in this Agreement do not include taxes. The VAR
shall pay or reimburse Forte for all sales, use, excise, personal property,
value-added, or other applicable taxes, duties or assessments based on the
licenses granted or the services provided under this Agreement or on the VAR's
use of the Products, except that the VAR shall have no responsibility for income
taxes imposed on Forte.
5. TERM AND TERMINATION
5.1 Term
This Agreement shall commence on the Effective Date hereto and shall be valid
for a period of three (3) years. Each Sublicense granted under this Agreement
shall continue in perpetuity unless terminated as provided in Paragraph 5.2
below.
5.2 Termination
Upon written notice to Forte, VAR may terminate this Agreement and any license
herein at any time. Upon written notice to VAR, Forte may terminate this
Agreement and any license granted herein if VAR materially breaches this
Agreement and fails to correct the breach within thirty (30) days following
written notice from Forte specifying the breach. Notwithstanding the previous
sentence, if the material breach is of such a nature that it cannot be
reasonably be corrected within such 30 days, Forte agrees not to terminate the
Agreement or any license granted herein, provided VAR uses all reasonable
[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
and good faith efforts to cure such breach in a timely manner, but not to exceed
90 days from written notice specifying the breach. Forte agrees that it may not
terminate any license that was granted hereunder to a Sublicensee, provided the
license to such Sublicensee was granted in accordance with the terms herein when
licensed and such Sublicensee is not in material breach of the Sublicense
Agreement.
5.3 Effect of Termination
(a) Upon expiration or termination of this Agreement, all VAR's right to
market, Sublicense, and use the Products as set forth in this Agreement shall
cease, and Forte may declare all sums owed hereunder immediately due and
payable. VAR also agrees that it shall not sublicense or otherwise distribute
the VAR Application (which contains any Product or any portion thereof) after
expiration or termination of this Agreement.
(b) Unless the expiration or termination of this Agreement is due to a
material breach by VAR, VAR may continue using a single copy of the most recent
release of the Products then in VAR's possession solely for the purpose of
continuing technical support for Sublicenses granted prior to termination. Such
continued use of the Products shall be subject to all the provisions of this
Agreement, including, without limitation, payment of the Support Fees specified
herein.
(c) The termination of this Agreement or any license acquired hereunder
shall not limit either party from pursuing any other remedies available to it
including injunctive relief, nor shall such termination relieve VAR's obligation
to pay all fees that have accrued or that VAR has agreed to pay under any Order
Form or other similar ordering document under this Agreement. The parties'
rights and obligations under Sections 2.1(c), 2.4, 3.1(d),(e),(f) and (h)
through (m), and Sections 4, 5, 6, and 7 shall survive termination of this
Agreement.
5.4 Return of Products upon Termination
Except as provided in Section 5.3(b) above, upon expiration or termination of a
license hereunder, VAR shall: (i) cease using the applicable Products; and (ii)
represent in writing to Forte within one month after termination that VAR has
destroyed or has returned to Forte the Products, Documentation and all copies
except for a reasonable number of archived copies. This requirement applies to
copies and storage in all forms, partial and complete, in all types of media and
computer memory, and whether or not modified or merged into other materials.
6. WARRANTIES, REMEDIES, LIMITATION OF LIABILITY
6.1 Infringement Indemnity
(a) Forte will defend and indemnify VAR against all costs (including
reasonable attorneys fees and Sublicense fees attributable to Sublicenses for
which VAR was required to refund license fees to the applicable Sublicensee due
to such infringement,) arising from a claim that Products furnished and used
within the scope of this Agreement infringe a copyright, patent, trademark, or
other intellectual property right provided that: (i) VAR promptly notifies Forte
in writing of the claim; (ii) Forte has sole control of the defense and all
related settlement negotiations; and (iii) VAR provides Forte with the
assistance, information, and authority necessary to perform the above;
reasonable out-of-pocket expenses incurred by VAR in providing such assistance
will be reimbursed by Forte.
(b) Forte shall have no liability for any claim of infringement to the
extent based on: (i) use of a superseded or altered release of a Product if such
infringement would have been avoided by the use of a current unaltered release
of the Product that Forte provides to VAR; or (ii) the combination, operation,
or use of any Products furnished under this Agreement with programs or data not
furnished by Forte if such infringement would have been avoided by the use of
the Products without such programs or data.
(c) In the event the Products are held or are believed by Forte to
infringe, Forte shall have the option, at its expense, to: (i) modify the
Products to be non-infringing; (ii) obtain for VAR a license to continue using
the Products; (iii) substitute the Products with other software reasonably
suitable to VAR; or if (i) - (iii) are not commercially reasonable for Forte,
(iv) terminate the license for the infringing Products and refund the license
fees paid for those Products. This Section 6.1 states Forte's entire liability
for infringement.
6.2 Product Warranty
Except as stated below, for each Supported License Forte warrants that each
Product will perform the functions described in the associated Documentation
when operated on the specified platform for a period of 30 days from the date of
shipment of such Product to VAR.
Forte further warrants that the Products will fully comply with the following
millennium compliance statement when configured and used according to the
Documentation. The definition of compliance is the ability to:
1. correctly handle date information before, during and after 1 January
2000 accepting date input, providing date output and performing calculation
on dates;
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WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
2. function according to the Documentation, during and after 1 January
2000 without changes in operation resulting from the advent of the new
century;
3. where appropriate, respond to two digit date input in a way that
resolves the ambiguity as to century in a disclosed, defined and
predetermined manner;
4. store and provide output of date information in ways that are
unambiguous as to century;
5. manage the leap year occurring in the year 2000, following the
quad-centennial rule.
Forte does not warrant that each Product will meet VAR's requirements, that the
Products will operate in the combinations which VAR may select for use or with
all non-Forte software used by VAR, that the operation of each Product will be
uninterrupted or error-free, or that all Product errors will be corrected. Forte
will undertake to correct any reported error condition in accordance with its
then-current Standard Technical Support policies and the terms of this
Agreement, with the terms of this Agreement to prevail in the event of any
conflict. Forte shall have no obligation to undertake correction of errors
caused by VAR modifications to the Product. VAR's sole and exclusive remedy for
Product nonconformity shall be recovery of the license fees paid to Forte for
such non-conforming Product.
As an accommodation to VAR, Forte may supply VAR with (i) preproduction releases
of Products labeled "Alpha," "Beta" or otherwise, which are not suitable for
production use or for development of the VAR Application, or (ii) shareware
items such as "Fshare" containing code developed by Forte and/or its customers
and partners. Notwithstanding anything to the contrary in this Agreement, such
preproduction releases and shareware are provided to VAR "as is" without
warranty of any kind, express or implied, and neither party will be responsible
to the other for any losses, claims or damages of whatever nature arising out of
VAR's use of such items. Forte shall identify at the time of release of any such
preproduction or shareware releases what type of support, if any, is provided by
Forte. Unless stated otherwise, however, no support shall be provided by Forte
for such releases. Standard Technical Support does not include support or
updating of shareware items. VAR will promptly report any error condition
discovered in a preproduction release, and provide Forte with appropriate test
data if necessary to resolve problems encountered by VAR with a preproduction
release.
6.3 Media Warranty
Forte warrants all media delivered to VAR to be free of defects in materials and
workmanship under normal use for 90 days from the Effective Date. Replacement of
media without charge is VAR's sole and exclusive remedy in the event of a media
defect.
6.4 Services Warranty
Forte warrants that its Standard Technical Support, consulting and other
services will be of a professional quality conforming to generally accepted
industry standards and practices. This warranty shall be valid for 90 days from
completion of service. For any breach of the above warranty, VAR's exclusive
remedy and Forte's entire liability shall be: (i) the re-performance of the
services; or (ii) if Forte is unable to perform the services as warranted,
recovery of the fees paid to Forte for such deficient services.
6.6 Limitations of Warranties
THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,
WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.
6.7 Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOSS OF PROFITS, REVENUE (EXCEPT AS
ALLOWABLE AND DETERMINED TO BE A DIRECT DAMAGE) OR PRODUCT USE, OR LOSS OR
INACCURACY OF DATA, AND IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY
INDIRECT INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCURRED BY EITHER PARTY
OR ANY THIRD PARTY, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. EXCEPT WITH RESPECT TO SECTIONS 6.1, 3.1(j) AND TO THE EXTENT
LOSS OF PROFITS AND/OR REVENUE ARE ALLOWABLE AND DETERMINED TO BE DIRECT DAMAGES
DUE TO THE OTHER PARTIES UNATHORIZED COPYING OR DISTRIBUTION OF THE PRODUCT OR
VAR APPLICATION EITHER PARTY'S LIABILITY FOR DAMAGES HEREUNDER, WHETHER IN AN
ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, SHALL IN NO EVENT EXCEED THE
AMOUNT OF FEES PAID BY VAR UNDER THIS AGREEMENT FOR THE RELEVANT LICENSE OR
SERVICE.
The provisions of this Section 6 allocate the risks under this Agreement between
Forte and VAR. Forte's pricing reflects this allocation of risk and the
limitation of liability specified herein.
7. GENERAL TERMS
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WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
7.1 Nondisclosure
By virtue of this Agreement, the parties may have access to information that is
confidential to one another ("Confidential Information"). Confidential
Information shall be limited to the Products and the VAR Application,
information related thereto, all other information clearly marked as
confidential, and other items as agreed by the parties in writing.
A party's Confidential Information shall not include information which (i) is or
becomes a part of the public domain through no act or omission of the other
party; or (ii) was in the other party's lawful possession prior to the
disclosure and had not been obtained by the other party either directly or
indirectly from the disclosing party; or (iii) is lawfully disclosed to the
other party by a third party without restriction on disclosure, or (iv) is
independently developed by the other party.
The parties agree, both during the term of this Agreement and for a period of
five (5) years after termination hereof, to hold each other's Confidential
Information in confidence. The parties agree not to make each other's
Confidential Information available in any form to any third party or to use each
other's Confidential Information for any purpose other than the implementation
of this Agreement. Each party agrees to take all reasonable steps to ensure that
Confidential Information is not disclosed or distributed by its employees or
agents in violation of the provisions of this Agreement.
7.2 Governing Law and Jurisdiction
This Agreement shall be governed and construed under the laws of the State of
California, as applied to agreements executed and performed entirely in
California by California residents. In no event shall this Agreement be governed
by the United Nations Convention on Contracts for the International Sale of
Goods. In any legal action relating to this Agreement each party agrees (i) to
the exercise of jurisdiction over it by a state or federal court in San
Francisco or Alameda County, California; and (ii) that if a party brings the
action, it shall be instituted in one of the courts specified in subparagraph
(i) above.
7.3 Copyrights
VAR acknowledges that the Products and Documentation are proprietary to Forte
and protected by copyright, patent and/or trade secret laws. VAR agrees to
include without alteration, in all copies and reproductions of the Products,
Documentation and VAR Application, reproductions of Forte's restricted rights
notices, copyright notices and other proprietary legends. A copyright notice in
a Product does not, by itself, constitute evidence of publication or public
disclosure.
7.4 Marks
All trademarks, service marks, trade names or logos identifying the Products or
Forte's business (the "Marks") are the exclusive property of Forte or its
licensors. VAR will not take any action that jeopardizes Forte's or its
licensors' proprietary rights or acquire any right in the Marks except as
specifically set forth below. VAR will not register, directly or indirectly, any
trademark, service xxxx, trade name, copyright, company name or other
proprietary or commercial right which is identical or confusingly similar to the
Marks or which constitute a translation of a Xxxx into another language. VAR
will use the Marks exclusively to identify the Products and shall not use the
Marks in combination with any trademarks, service marks, or logos of VAR which
would create confusion as to the ownership or identity of the Marks (e.g.
"ForteCCS"). Any such use of the Marks will clearly identify Forte or its
licensors as the owner of the Marks and conform to Forte's then current
trademark and logo guidelines which Forte agrees to supply to VAR at VARS
request. At Forte's request, VAR will deliver to Forte a sample of all
advertisements or promotional materials bearing a Xxxx. If Xxxxx notifies VAR
that the use of the Xxxx is inappropriate, in its reasonable judgment, VAR will
not publish or otherwise disseminate the advertisement or promotional materials
until they have been modified to Forte's reasonable satisfaction. VAR will
immediately notify Forte if VAR learns of any potential infringement of the
Marks by a Sublicensee. Forte will determine the steps to be taken under these
circumstances. In connection with any such potential infringement of or by the
Marks, VAR will (a) provide Forte, at Forte's expense, with the assistance that
Forte may reasonably request and (b) not take steps that would prejudice Forte's
rights in the Marks without Forte's prior approval.
7.5 Relationship between Parties
In all matters relating to this Agreement, the VAR will act as an independent
contractor. The relationship between Forte and the VAR is that of
licenser/licensee. Neither party will represent that it has any authority to
assume or create any obligation, express or implied, on behalf of the party, nor
to represent the other party capacity.
7.6 Notice
All notices relating to this Agreement shall be in writing and delivered by
overnight delivery service or first class prepaid mail with return receipt
requested to the address of such party specified above to the attention of its
Chief Financial Officer or such other address specified by such other party in
accordance with this Section.
7.7 Severability/Waiver
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WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
In the event any provision of this Agreement is held to be invalid or
unenforceable, the remaining provisions of this Agreement will remain in full
force and effect. The waiver by either party of any default or breach of this
Agreement shall not constitute a waiver of any other or subsequent default or
breach.
7.8 Export Administration; U.S. Government Rights
VAR agrees to comply fully with all relevant laws, regulations and orders of the
United States and other countries to which the Products or VAR Application are
shipped, the U.S. Department of Commerce, and other U.S. and applicable non-U.S.
agencies to assure that all Products, Developments and Custom Work Product and
related media are not exported in violation of the laws of the United States and
other applicable countries.
7.9 Non-assignability and Binding Effect
Notwithstanding Section 2.1(b) or any other provision hereof, the Agreement,
Product and Documentation licenses granted herein may be transferred or assigned
by VAR upon written notice to Forte to (a) any entity that is either directly or
indirectly controlled by VAR ("control" for purposes of this Agreement shall
mean ownership of at least 51% of the voting capital stock of a corporation, or
51% of the voting equity of any non-corporate entity), or (b) the surviving
entity of a merger, acquisition or reorganization of all or substantially all of
VAR's assets, capital stock or other equity, so long as such proposed transferee
or assignee agrees in writing to be bound by the terms and conditions of this
Agreement. Except as provided above, any attempted assignment of the rights or
delegation of the obligations under this Agreement shall be void without the
prior written consent of the non-assigning or non-delegating party. In the case
of any permitted assignment or transfer of or under this Agreement, this
Agreement or the relevant provisions shall be binding upon, and inure to the
benefit of, the successors, executors, heirs, representatives, administrators
and assigns of the parties hereto.
7.10 Force Majeure
Neither party shall be liable to the other for its failure to perform any of its
obligations under this Agreement or any Exhibit, during any period in which such
performance is delayed because rendered impracticable or impossible due to
circumstances beyond its reasonable control, provided that the party
experiencing the delay promptly notifies the other of the delay.
7.11 Remedies
The parties stipulate that the legal remedies of any party in the event of any
default or threatened default by the other party in the performance of or
compliance with any of the terms of this Agreement are not and shall not be
adequate, and that such terms may be specifically enforced by a decree for
specific performance of any agreement contained herein or by an injunction
against a violation of any of the terms of this Agreement or otherwise. Except
as specifically provided in this Agreement, no remedies in this Agreement are
exclusive of any other remedies but shall be cumulative and shall include all
remedies available hereunder or under any other written agreement or in law or
equity, including rights of offset.
7.12 Entire Agreement
This Agreement constitutes the complete agreement between the parties and
supersedes all previous agreements or representations, written or oral, with
respect to the Products and services specified herein. This Agreement may not be
modified or amended except in a writing signed by a duly authorized
representative of each party.
It is expressly agreed that any term and conditions of the VAR's purchase order
shall be superseded by the terms and conditions of this Agreement. This
Agreement shall also supersede the terms of any unsigned license agreement
included in a package for Forte-furnished software.
7.13 Escrow
Forte represents that it has deposited with an escrow agent copies of the source
code and reasonable technical documentation for all the most recent versions of
the Products licensed under the Agreement, pursuant to a Technology Escrow
Agreement with such escrow agent, a copy of which has been provided to VAR. Upon
VAR's execution of the instrument enrolling VAR as a party to the Technology
Escrow Agreement attached as Exhibit G, VAR shall be entitled to receive a copy
of the escrowed source code and documentation from the escrow agent in the event
Forte becomes insolvent, is a party to a bankruptcy filing, ceases business
operations generally or ceases to make available maintenance or support services
for the then-current version of the licensed Product. Forte shall pay all
relevant escrow fees to the escrow agent. In the event VAR receives the escrowed
source code and documentation, VAR shall have the royalty-free, nonexclusive,
perpetual right to use such source code solely for use in maintaining and
supporting the licensed Products under the terms of this Agreement. All such
source code, as delivered or modified, shall constitute Confidential Information
of Forte for purposes of Section 7.1 of the Agreement, and VAR shall not
disclose the source code or its modifications to others or permit others to copy
the source code or modifications thereof. Forte shall update the deposited
material within thirty (30) days after each major update to the licensed
Product. Forte
[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
acknowledges VAR's right to request and receive verification from
the escrow agent (and/or Forte) confirmation that Forte has deposited source
materials as obligated under this paragraph.
[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Exhibit A
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Forte Software, Inc.
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VAR Fees and Royalties
----------------------
1. VAR License Fee. The parties agree that this Agreement supersedes the
previous VAR agreement between the parties regarding distribution of the VAR
Application. Forte acknowledges that VAR has previously paid all VAR license
fees owed under such previous agreement. In consideration for payment of such
license fees, the license to VAR pursuant to Section 2.1 is with respect to the
following Products and components:
Products
--------
Forte Application Environment
Forte Express
Forte WebEnterprise (previously known as WebSDK)
Components
----------
5 Designated Developers
Unlimited Client Environments
Unlimited Server Environments
Unlimited RDMBS Development Interfaces
1 Shared Repository
1 Documentation Set of Forte (both Hardcopy and CD ROM)
2. Additional Designated Developer and Other License Fees. The fee for
------------------------------------------------------
each additional Designated Developer license is [*]. Other items may be licensed
for the fees set forth in the Price List.
3. Support Fees. Annual Support Fees for the license pursuant to Section
2.1 shall equal [*] of Forte's then-current Core System (as defined below) list
price [*].
Annual Support Fees for Products or license components not listed in Section 1
above shall be the [*] multiplied by the then-current list price of the item
acquired.
4. Sublicense Fees. Upon shipment of the VAR Application or invoicing of a
Sublicensee for the license of the VAR Application, whichever occurs first, VAR
agrees to pay Forte a Sublicense fee (due as described in the Agreement) as
follows:
a. Standard VAR Application Sublicenses. For each Standard
VAR Application Sublicense (defined below) VAR agrees to pay Forte a Sublicense
fee equal to:
i) [*] of VAR's net license revenue from such Sublicense if the
Sublicensee does not purchase a Full Use License (as defined in Section 3.1) for
a Core System (as defined below) from Forte or VAR; or
ii) [*] of VAR's net license revenue from such Sublicense if the
Sublicensee purchases a Full Use Core System license (plus first year
maintenance and support) directly from Forte or VAR prior to or simultaneously
and in connection with the VAR Application license (i.e., a then-current Forte
customer who does not buy a Core System license in connection with the VAR
Application would not trigger this clause).
b. Extended VAR Application Sublicenses. For each Extended VAR
Application Sublicense (defined below) the following terms shall apply:
[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
i) VAR shall pay Forte a Sublicense fee equal to [*] of VAR's
net license revenue from such Sublicense, subject to paragraph iv below
regarding Enterprise Customers;
ii) the Sublicensee will be also be required to purchase at a
minimum, one Full Use License for a Core System from Forte or VAR, which Forte
agrees to provide at its then-current local list price, plus first year
maintenance and support. This Full Use License is not required if the
Sublicensee or a Delivery Partner has already acquired at least one Full Use
License for a Core System and has unassigned Designated Developer seats
sufficient for the applicable project. If the Sublicensee or Delivery Partner
has already acquired a Core System license, but all Designated Developer seats
have been assigned, the Sublicensee shall only be required to purchase
additional Designated Developer licenses sufficient for the applicable project.
Additional Designated Developer licenses, if needed, can be purchased by the
Sublicensee, VAR and/or the Delivery Partner. If the Delivery Partner has a
re-usable development license arrangement with Forte, additional development
licenses could be obtained for the re-use fee due under that Delivery Partner's
agreement with Forte. However, unless otherwise agreed by Forte and such
Delivery Partner, such reusable development licenses are "project specific" and
may not be used for non-VAR Application development. All additional Designated
Developer licenses require the purchase of first year maintenance and support
from Forte.
iii) VAR shall not be required to obtain rights to include in
the VAR Application and VAR Application-related functionality created by
Sublicensees or their Delivery Partners, nor shall the Sublicensee be required
to purchase Full Use and/or Runtime licenses to utilize any such new VAR
Application-related functionality. Runtime licenses would, however, be required
for a Sublicensee's deployment of functionality outside the scope of the VAR
Application.
iv) in the event VAR or a Distributor grants an Extended VAR
Application Sublicense to any Enterprise Customer (defined below) during the
initial three year term of this Agreement, Forte shall not be entitled to any
Sublicense fees in connection with such VAR Application licenses; provided,
however, that VAR shall remain liable to Forte for annual Technical Support fees
for such Sublicenses on the terms set forth in Section 6 below as if such
Sublicense fees had been paid to Forte. At the request of VAR, Forte shall
provide information regarding a customer to indicate whether such customer is an
Enterprise Customer.
c. VAR Application Development System. For each Sublicense
of a VAR Application Development System (defined below) VAR agrees to pay Forte
a Sublicense fee [*] of VAR's net license revenue from such Sublicense. Each VAR
Application Development System Sublicense will expressly state that it does not
include a license to use the Products for development, and that Product licenses
are available directly from Forte.
d. Transaction-based or Account-based Sublicenses. For the
initial three years of this Agreement, VAR shall have the right to enter into
"Variable Fee" VAR Application Sublicenses under which VAR receives a recurring
royalty from the Sublicensee based on the number of accounts or transactions
serviced by the VAR Application. Such Variable Fee Sublicenses will have a
maximum term of four years. Forte will receive a Sublicense fee equal to [*] of
cash license fee collected from each such Variable Fee Sublicense for the entire
term of each such Variable Fee Sublicense. On or before the expiration of such
three year term, both companies will evaluate and discuss in good faith the
appropriate revenue sharing and other terms for Variable Fee Sublicenses from
then forward.
e. Pre-paid Sublicense Fees. Forte acknowledges and agrees that
VAR currently has a pre-paid Sublicense fee balance of [*], which may be
applied dollar for dollar solely against Sublicense fees due Forte hereunder on
Sublicenses of the VAR Application, but not Core Systems.
5. Definitions.
a. "Standard VAR Application" means the current shipping standard
release of the VAR Application which permits the performance of up to 90
person-days of initial development using the Products. Development performed
without the Products (such as using the VAR Application Workflow editor,
Non-Product generated scripts and tools, C++ programming language or any Java
Software Development Environment) are not counted in the 90 days.
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WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
b. "Extended VAR Application" means the current shipping standard
release of the VAR Application where more than 90 person-days of initial
development using the Products will be performed. Development performed without
the Products (such as using the VAR Application Workflow editor, Non-Product
generated scripts and tools, C++ programming language or any Java Software
Development Environment) is not counted in the 90 days.
c. "VAR Application Development System" means a VAR Application
licensed by VAR to its customers, global system integrator partners, and/or
Delivery Partners, for end user development, training, demonstration, and/or
vertical application development activities. Product Sublicenses pursuant to
Section 3.1 are not deemed licenses of the VAR Application Development System.
d. "Net license revenue" for Standard VAR Application, Extended
VAR Application, and VAR Application Development System transactions means the
net license fee amount invoiced to the applicable Sublicensee net of product
returns and credits. For Variable Fee Sublicenses, it shall mean VAR's net cash
receipts from the applicable Sublicensee.
e. A "Core System" shall mean 1 Client Environment, 5 Designated
Developers for the Forte Application Environment, 10 Runtime Users, 1 Server
Environment, 1 Development Server, 1 RDBMS Interface, 1 Shared Repository, 1
Documentation Set on both hard-copy and CD-ROM, and 5 student days of training.
f. "Enterprise Customer" is defined as a Forte customer which,
simultaneously with or prior to Sublicensing the VAR Application from VAR, has
obtained Full-Use Product licenses from Forte either (A) under a "site license"
allowing use of unlimited quantities of Product licenses by such customer, or
(B) in a single transaction following December 31, 1996 which included such
customer's payment of at least [*] of recognizable license revenue to Forte
and on which Forte and VAR worked together leading up to such single
transaction. Up to once annually, VAR shall have the right to engage an
independent accountant to audit the accounting books and records of Forte to
verify whether a customer is an Enterprise Customer.
6. Full Use Licenses.
a. For each Full Use License, VAR shall pay to Forte a "Full Use
Sublicense Fee" equal to Forte's then-current Core System list price in the
country or countries in which the Full Use Sublicense will be used. The current
Forte Price List is attached hereto as Exhibit I. Full Use Sublicense Fees are
due net 30 days from the Shipment Date of the applicable Core System Product. If
VAR issues a written Full Use Sublicense quote and such quote is accepted by the
applicable Sublicensee, for a period of ninety (90) days after the date of
submission of the quote to the Sublicensee, the Full Use Sublicense Fee payable
by VAR with respect to the Products identified in the quote shall be based on
the Forte Price List in effect on such date.
b. VAR is free to determine unilaterally the Full Use Sublicense
Fees; provided that all Full Use Sublicenses shall otherwise comply with Forte's
then current internal pricing and configuration guidelines.
x. Xxxxx shall not be required to provide primary technical support
to Sublicensees receiving a Full Use Sublicense in accordance with Section 3.2
of the Agreement with respect to use of the VAR Application; provided, however,
that if such Sublicensee uses the Core System outside the scope of the VAR
Application, such Sublicensee will be required to obtain and pay for technical
support directly from Forte pursuant to a separate Support Agreement between
Forte and the Sublicensee. VAR shall refer all support inquiries on projects
outside the scope of the VAR Application to Forte.
7. Technical Support for Sublicenses. On September 1 of each year during the
---------------------------------
term of this Agreement VAR shall pay Forte an annual technical support services
fee [*] of the then current Cumulative Sublicense Fees (including Full Use
Sublicense Fees) paid or owed by VAR attributable to all actively supported
Sublicensees that have acquired annual technical support services for the VAR
Application as of such date.
8. VAR/MCI Agreement. VAR acknowledges that on or around December 31, 1997 it
-----------------
entered into an agreement with MCI Systemhouse ("MCI Agreement"). Within two
months from the Effective Date of this Agreement, VAR agrees to allow Forte's
counsel the one-time right to review (on VAR's premises) those portions of the
MCI Agreement that are potentially relevant to the Products. Thereafter and for
the term of this Agreement, VAR agrees
----------
[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
to allow Forte's counsel the right to review the "pre-payment" provisions of the
MCI Agreement. Forte agrees that the MCI Agreement is VAR Confidential
Information.
9. Joint Marketing and Seminars. The parties agree to engage in joint marketing
----------------------------
activities and to conduct joint seminars for prospective customers, pursuant to
a program to be mutually defined and implemented by the parties.
[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Exhibit B
---------
Order Form
----------
[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Exhibit B
ORDER FORM
VALUE-ADDED RESELLER LICENSE AND SERVICES AGREEMENT
VAR INFORMATION
Sold To: Ship To: Same as Sold To Xxxx To: Same as Sold To
Address: Address: Address:
City: City: City:
State: Zip: State: Zip: State: Zip:
Country: Country: Country:
Contact: Contact: Contact:
Phone: Phone: Phone:
Fax: Fax: Fax:
TECHNICAL SUPPORT CONTACTS
Primary: Secondary
Name: Name:
Address: Address:
City: State: City: State:
Country: Zip Code: Country: Zip Code:
Contact: Contact:
Phone: Phone:
Fax: Fax:
LICENSES
Product Qty. Price/Unit Line Total
$ $
VAR License
Forte Application Environment
Forte Express, Forte Web SDK
(Includes Five Developers, and Unlimited Client
Environments, Server Environments and RDBMS's)
Other:_____________________________
LICENSES TOTAL $________________
ORDER FORM
VALUE-ADDED RESELLER LICENSE AND SERVICES AGREEMENT
SERVICES
TECHNICAL SUPPORT $ $
Consulting* $ $
Training* $ $
License and Services Subtotal: $_______
Sales Tax (where applicable) $_______
GRAND TOTAL $_______
ADDITIONAL TERMS:
* Consulting and training must be utilized within 6 months of the Effective
Date of this Order Form.
This order is placed subject to the terms and conditions of the Value-Added
Reseller License and Services Agreement dated:______.
The Effective Date of this Order Form is:______________.
Executed by VAR Executed by Forte Software, Inc.
Signature:_________________________________ Signature:_____________________________________
Name:______________________________________ Name:__________________________________________
Title:_____________________________________ Title:_________________________________________
Exhibit C
---------
VAR Application Description
---------------------------
The VAR Application is VAR's CCS product, as described below.
I. CHORDIANT CCS PRODUCT DESCRIPTION
Chordiant CCS - Customer Communications Solution(TM) - integrates customer
communications points and customer facing applications with legacy databases,
the web server, email/fax systems, telephony systems and existing business
critical applications to create an enterprise-wide solutions serving multiple
business units and customer types.
Chordiant CCS(TM) includes a set of applications, business services, distributed
workflow engine called "Workflow Sequencing Object Processing - WSOP(TM)", and
system services, interfaces and data management. The Chordiant CCS(TM) 1.4 and
1.5 releases are packaged and delivered as a system which includes the Chordiant
CCS ChorApps(TM), Chordiant CCS ChorObjects(TM), and Chordiant CCS
ChorServices(TM). The ChorObjects(TM) and ChorServices(TM) are also referenced
as the Chordiant CCS Foundation System.
Chordiant CCS ChorApps(TM) (Applications) consist of the customer facing
applications, business management applications, operational management
applications, system administration and a variety of self-serve applications
designed for integration with web sites and telephony devices. Chordiant CCS(TM)
applications are dynamically created at time of customer inquiry and transaction
based on the customer profile and request; applicable customer and business
processes; together with the supporting business services and customer data. The
dynamic ability to create applications is called P3 Active(TM) and is a result
of technology provided by the Chordiant CCS Workflow Sequencing Object
Processing(TM) (WSOP(TM)) system.
Chordiant CCS(TM) applications are role-based and cover all the functionality
required by the CR (Customer Representative) for customer information, service,
marketing and selling functions; the Business Analyst/Management for defining
and managing business processes, workflows and transactions; Marketing
Management for management of campaigns, offerings and customer information; and
the call center Operational Management for data maintenance, center operations,
human resource scheduling, and system administration. Chordiant applications are
workflow driven and are built from the hundreds of business services and objects
provided in Chordiant CCS(TM), along with third party services provided by
Chordiant's customers, system integration partners and technology partners.
Chordiant CCS ChorObjects(TM) (Business Services, Objects and Workflow system)
contains the business objects integrating your best customer and business
practices together with the WSOP(TM) system, workflow components, workflow
management, a workflow editor and management functions. This layer provides the
rich set of business objects that are common across industries which when
attributed and data enabled for a particular company reflect the company's
specific customer and business processes, policies and transactions.
Chordiant CCS ChorServices(TM) provides the business services to create the IT
infrastructure for Chordiant CCS(TM) and to provide connectivity to telephony
systems, internet, data networks, data base systems and transaction systems.
ChorServices(TM) provides the services enabling customer communications; data
access, management and routing; access and data interfaces to enterprise legacy
and transaction systems and the ability to create customer interfaces into
third-party applications and systems to enable financial transactions, order
processing, billing, payment and other financial and business services. The
ChorServices(TM) commonly integrate and communicate with a customer's telephony
equipment, web servers, other application servers, legacy systems and
transactional applications systems.
[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
EXHIBIT D
CHORDIANT CCS - RELEASE 1.5
NORTH AMERICA PRICE LIST
License Fees
End-User License ----------------------------------------------------
Product Description Required Optional
--------------------------------------------------------------------------------------------------------------------
Chordiant CCS Foundation (Notes 1, 3) $900,000
. Chordiant CCS ChorObjects (Business Services)
. Chordiant CCS ChorServices (System Services)
Includes these Components:
. Server Platform
. Telephony and Communications Platform
. Database Management Platform
. Electronic Gateways
Distributed Service Centers Deployment Option (Note2)
. First Additional Center $375,000
. Second & Subsequent Additional Centers $187,500
Additional Components (Note 2)
. Server Platform $ 25,000
. Telephony Platform $ 50,000
. Database Platform $ 25,000
. Electronic Gateways $ 50,000
--------------------------------------------------------------------------------------------------------------------
Chordiant CCS ChorApps (Applications) (Note 1) $600,000
--------------------------------------------------------------------------------------------------------------------
Chordiant CCS Runtime Client Licenses
1 - 50 $ 950
51 - 100 $ 850
101 - 200 $ 750
201 - 500 $ 650
501 - 1,000 $ 600
1,001 - 2,000 $ 550
--------------------------------------------------------------------------------------------------------------------
8.
CHORDIANT CCS - RELEASE 1.5
NORTH AMERICA PRICE LIST
License Fees
Global System Integrator License (GSI) --------------------------------------------------
Product Description Required Optional
--------------------------------------------------------------------------------------------------------------------
Chordiant CCS Development System for GSI Centers (Note 4) $550,000
. Chordiant CCS ChorObjects (Business Services)
. Chordiant CCS ChorServices (System Services)
Includes these Components:
. Client Platform
. Server Platform
. Telephony and Communications Platform
. Database Management Platform
. Electronic Gateways
. Chordiant CCS Delivery Model (Note 5)
. Chordiant CCS Developer Training
Includes one developer training class for 10 developers
GSI Distributed Service Centers Deployment Option (Note 6)
. First Additional GSI Center $300,000
. Second & Subsequent Additional GSI Centers $150,000
Includes one developer training class for each center
--------------------------------------------------------------------------------------------------------------------
Chordiant CCS Reference Applications $100,000
--------------------------------------------------------------------------------------------------------------------
Chordiant CCS Development System Client Licenses
1 - 50 (per client license fee) $ 2000
51 - 100 $ 1500
10l- 200 S 1250
201- 500 $ I000
--------------------------------------------------------------------------------------------------------------------
9.
CHORDIANT CCS - RELEASE 1.5
NORTH AMERICA PRICE LIST
Description of Services Service Fees
Chordiant CCS Annual Maintenance and Support (Note 7)
. Premier End-User Support for Chordiant CCS 25% of Chordiant CCS
Product License Fee Product License Fee
(12 Months of 7 Days x 24 hours support)
. Standard End-User Support for Chordiant CCS 20% of Chordiant CCS
Standard Product Product License Fee
(12 Months of Monday - Friday, 24 hours support)
. Developer Support for Chordiant CCS $14,000. Per Client License
Development System Support - 12 Months
. Developer Support for Chordiant CCS $ 8,500. Per Client License
Development System Support - 6 Months
------------------------------------------------------------------------------------------------------------------------------
Chordiant CCS Professional Services
. Chordiant Systems Integration Quote
. Chordiant Installation and Deployment Quote
. Chordiant Application Consulting Quote
. Chordiant Business Analysis Consulting Quote
. Chordiant Development Facility Use $ 2,500 Per Day, Per Seat
------------------------------------------------------------------------------------------------------------------------------
Chordiant Gold Team Assessment Service
. Chordiant Gold Team Assessment $80,000 Per Engagement
------------------------------------------------------------------------------------------------------------------------------
Chordiant CCS University (Note 3)
. CCS Enablement Training $ 500 Per Day, Per Student
. CCS User Training $ 325 Per Day, Per Student
------------------------------------------------------------------------------------------------------------------------------
Chordiant CCS Documentation
. Complete Documentation Sets (Additional) $ 1,000 Each
. Single Library Set $ 500 Each
. Single Book $ 150 Each
------------------------------------------------------------------------------------------------------------------------------
10.
CHORDIANT CCS - RELEASE 1.5
NORTH AMERICA PRICE LIST
PRICE LIST NOTES:
1. License Fees for Chordiant CCS Foundation and Chordiant CCS Applications
Chordiant CCS Foundation is licensed for a single customer service center
and a single development site within one corporate subsidiary and/or
business unit. Chordiant CCS Foundation includes; ChorServices and
ChorObjects and one license of the telephony, database and web/electronic
services components. Each corporate subsidiary and/or business unit is
required to license a complete Chordiant CCS Foundation and Reference
Application license.
2. License Fees for Additional Service Center Sites
Additional license(s) for second and subsequent Distributed Service Center
Sites are required within a single corporate subsidiary and/or business
unit where users in those sites are accessing Chordiant CCS.
3. Chordiant CCS End-User Development Tools
Chordiant CCS 1.5 includes development tools for End-User development
purposes.
Chordiant CCS 1.5 includes the Chordiant CCS Workflow Editor, Chordiant CCS
Business Services, Chordiant CCS Reference Applications and one copy of the
Forte TOOL development system. Additional licenses and copies of Forte TOOL
Development System and Tools are available directly from Forte Software.
4. License Fees for Chordiant CCS Development System for GSI Partners
Chordiant CCS Development System License for Chordiant contracted Global
System Integrator (GSI) partners is a single development center site license
in support of the GSI Partner's training, demonstration and vertical
application development activities. This license is not applicable to end-
user development work, end-user development projects require the Chordiant
CCS End-User Development System product and license. The development system
software includes one copy of the Chordiant CCS supported client, server,
telephony and database objects and one electronics services facility. The
Forte Development System and Tools are not included with the Chordiant CCS
Development System. The Forte Development System and Tools is available
directly from Forte Software.
5. License of Chordiant CCS Delivery Model
Chordiant CCS GSI Development System and license for use on the specified
end-user development project only.
6. License Fees for Additional GSI Development Center Sites
License(s) for additional GSI Development Center Sites where Chordiant CCS
Development System is deployed to serve the GSI Partner's training,
demonstration and vertical application development activities.
11.
This license(s) is not applicable to end-user development work, end-user
development projects require the Chordiant CCS End-User Development System
product and license.
7. Chordiant CCS Annual Maintenance and Support
Chordiant CCS Annual Maintenance and Support services are provided and
billed on an annual basis under separate agreement.
8. Chordiant CCS University Training Classes
The indicated fees apply to Chordiant CCS training conducted at Chordiant
Software, Inc. Chordiant CCS University in Cupertino, California. Training
at client locations can be made available by arrangement.
9. North America and International Price Lists
This Price List is for use with customers and partners in North America. See
our international price list for regions outside of North America.
12.
CHORDIANT CCS - RELEASE 1.5
INTERNATIONAL PRICE LIST
License Fees
(U.S. Dollars)
End-User License --------------------------------------------------
Product Description Required Optional
--------------------------------------------------------------------------------------------------------------------
Chordiant CCS Foundation (Notes 1, 3) $1,350,000
. Chordiant CCS ChorObjects (Business Services)
. Chordiant CCS ChorServices (System Services)
Includes these Components:
. Server Platform
. Telephony Platform
. Database Platform
. Electronic Gateways
Distributed Service Centers Deployment Option (Note2)
. First Additional Center $562,500
. Second & Subsequent Additional Centers $281,250
Additional Components (Note 2)
. Server Platform $ 37,500
. Telephony Platform $ 75,000
. Database Platform $ 37,500
. Electronic Gateways $ 75,000
--------------------------------------------------------------------------------------------------------------------
Chordiant CCS ChorApps (Reference Applications) (Note 1) $ 900,000
--------------------------------------------------------------------------------------------------------------------
Chordiant CCS Runtime Client Licenses
1 - 50 $ 1,625
51 - 100 $ 1,475
101- 200 $ 1.325
201- 500 $ 1,150
501 - 1,000 $ 1,075
1,001 - 2,000 $ 1,000
--------------------------------------------------------------------------------------------------------------------
13.
CHORDIANT CCS - RELEASE 1.5
INTERNATIONAL PRICE LIST
Service Fees
Description of Services (U.S. Dollars)
------------------------------------------------------------------------------------------------------------------------------
Chordiant CCS Annual Maintenance and Support (Note 7)
. Premier End-User Support for Chordiant CCS 25% of Chordiant CCS
Standard Product Product License Fee
(12 Months of 7 Days x 24 hours support)
. Standard End-User Support for Chordiant CCS 20% of Chordiant CCS
Standard Product Product License Fee
(12 Months of Monday - Friday, 24 hours support)
. Developer Support for Chordiant CCS $18,000 Per Client License
Development System Support - 12 Months
. Developer Support for Chordiant CCS $11,250 Per Client License
Development System Support - 6 Months
------------------------------------------------------------------------------------------------------------------------------
Chordiant CCS Professional Services
. Chordiant Systems Integration Quote
. Chordiant Installation and Deployment Quote
. Chordiant Application Consulting Quote
. Chordiant Business Analysis Consulting Quote
. Chordiant Development Facility Use $ 2,500 Per Day, Per Seat
------------------------------------------------------------------------------------------------------------------------------
Chordiant Gold Team Assessment Service
. Chordiant Gold Team Assessment $80,000 Per Engagement
------------------------------------------------------------------------------------------------------------------------------
Chordiant CCS University (Note 5)
. CCS Enablement Training $ 500 Per Day, Per Student
. CCS User Training $ 400 Per Day, Per Student
------------------------------------------------------------------------------------------------------------------------------
Chordiant CCS Documentation
. Complete Documentation Sets (Additional) $ 1,200 Each
. Single Library Set $ 500 Each
. Single Book $ 150 Each
------------------------------------------------------------------------------------------------------------------------------
14.
CHORDIANT CCS - RELEASE 1.5
INTERNATIONAL PRICE LIST
PRICE LIST NOTES:
1. License Fees for Chordiant CCS Foundation and Chordiant CCS Applications
Chordiant CCS Foundation is licensed for a single customer service center
and a single development site within one corporate subsidiary and/or
business unit. Chordiant CCS Foundation includes; ChorServices and
ChorObjects and one license of the telephony, database and web/electronic
services components. Each corporate subsidiary and/or business unit is
required to license a complete Chordiant CCS Foundation and Reference
Application license.
2. License Fees for Additional Service Center Sites
Additional license(s) for second and subsequent Distributed Service Center
Sites are required within a single corporate subsidiary and/or business
unit where users in those sites are accessing Chordiant CCS.
3. Chordiant CCS End-User Development Tools
Chordiant CCS 1.5 includes development tools for End-User development
purposes. Chordiant CCS 1.5 includes the Chordiant CCS Workflow Editor,
Chordiant CCS Business Services, Chordiant CCS Reference Applications and
one copy of the Forte TOOL development system. Additional licenses and
copies of Forte TOOL Development System and Tools are available directly
from Forte Software.
4. Chordiant CCS Annual Maintenance and Support
Chordiant CCS Annual Maintenance and Support services are provided and
billed on an annual basis under separate agreement.
5. Chordiant CCS University Training Classes
The indicated fees apply to Chordiant CCS mining conducted at Chordiant
Soft, rare, Inc. Chordiant CCS University in London, England and Cupertino,
California. Training at client locations can be made available by
arrangement.
6. International Price List
This Price List is for use with customers and partners in Europe, Middle-
East, Africa, South America, Pacific Rim and Asia regions. All prices are
in U.S. Dollars.
15.
Runtime Server Pricing
To use these charts, find the number of concurrent users at runtime and
then read down the column to find the runtime server pricing.
Indication that chart goes here
The Initial Runtime Server Charge licenses an increasing number of servers as
the number of users increases. This gives sites great flexibility for
satisfying their server needs. For example, for 500 users, the Initial Server
Runtime Charge licenses the site for up to 10 servers at an Initial Runtime
Server Charge of $150,000. The customer has the option of implementing their
system as a single, large server or up to 10 different servers -- all for the
same price. Additional servers licenses for this site, beyond the included 10
Servers, are available for $8,000 per Runtime Server.
For sites with greater than 1,000 users, the Initial Runtime Server Charge is
$15,000 per 50 Runtime Users. For sites with 1000 users, the site is licensed
for up to 20 servers at an Initial Server Charge of $300,000. For every
additional 50 Runtime Users, the site is authorized for an additional Runtime
Server. Sites with greater than the number of servers covered by the Initial
Server Charge must purchase licenses for the additional servers at $8,000 per
server.
Note: Each Runtime Server License includes:
. Right-to-copy server runtime license
. Right-to-copy database runtime licenses
. Right-to-copy network protocols
16.
Basic Guidelines
1. Each separate development site must buy a Core System.
2. For each different platform used for deployment, at least one such
development environment must be purchased.
3. Developers are "designated licenses", not "concurrent licenses". See
definition of Forte Developer License.
4. The server development license included in the Core System is for
development only. If the same machine will be used for deployment, Runtime
Server licenses are required (per Runtime Server matrix).
5. Volume discounts on Developers and Runtime Users are only available when
purchased as part of a single order. For example, if a customer purchases
200 concurrent Runtime User licenses and two years later wants to purchase
another 200 Runtime User licenses, the second 200 Runtime Users would not
qualify for the next highest discount rate.
6. International Uplift can be waived on deployment licenses that will be
----------
deployed outside the U.S. and Canada but will be supported internally by the
customer's U.S. or Canadian support organization and Forte's U.S. tech
support group.
Support & Maintenance
1. Telephone support and on-going product maintenance are 18% of the list price
of the product(s). Support and maintenance charges are due in advance,
annually.
2. Contact with Forte telephone support must be made through one of three
designated support contacts.
17.
Exhibit E
---------
Sublicense Agreement Required Provisions
----------------------------------------
Each Sublicense agreement shall refrain from making any warranty on Forte's
behalf, and shall include, at a minimum, contractual provisions which:
1) Except for a Full Use License or where such a restriction is not
permitted by applicable law, prohibit use of the Products except in
connection with the Sublicensee's use of the VAR Application.
2) Prohibit duplication (beyond the number of licensed copies) of the
Products except for temporary transfer in the event of CPU malfunction
and a reasonable number of backup or archival copies.
3) Prohibit timesharing, except for transaction-based or account-based
Sublicenses as permitted under Section 4(d) of Exhibit A; or rental of
the Products.
4) Prohibit reverse engineering, disassembly, decompilation, or other
attempt to derive source code of the Products, except and as to the
extent permitted by applicable law.
5) Prevent title from passing to the Sublicensee.
6) To the extent legally possible, disclaim Forte's liability for any
indirect, incidental, or consequential damages arising from the use of
the Products.
7) Require the Sublicensee, at the termination of the Sublicense, to
discontinue use and destroy or return to the VAR the Products,
Documentation and all archival or other copies of the Product except
for a reasonable number of archival copies.
8) Require the Sublicensee to comply fully with all relevant export laws
and regulations of the United States and of other countries in which
the Products will be used to assure that neither the Products, not any
direct product thereof, are exported, directly or indirectly, in
violation of United States or other applicable law.
9) Allow VAR to audit the Sublicensees use of the VAR Application and
the Products.
10) Allow VAR to comply with Section 3.1 (l) of this Agreement.
[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Exhibit F
---------
Forte Technical Support Users Guide
-----------------------------------
[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
FORTE TECHNICAL SUPPORT
USER'S GUIDE
1.
Table of Contents
Welcome to Forte Technical Support................. 3
How to Register for Technical Support......... 3
Your Technical Contacts....................... 3
How to Reach Technical Support................ 4
How to Change License Information............. 4
Types of Assistance Offered........................ 4
Problem Description/Troubleshooting........... 5
Support Limitations........................... 5
How To Make A Support Call......................... 6
Before You Call............................... 6
Describing the Problem........................ 6
Making the Call............................... 7
Call Tracking System.......................... 7
Modem Access.................................. 8
How Forte Resolves your Call....................... 8
Call Ranking and Response Time................ 8
Calling Us Back............................... 10
Call Escalation............................... 10
Call Resolution............................... 11
Making Test Cases............................. 11
Fixing a Defect............................... 11
Release Management Process.................... 12
Feedback on the Quality of Technical Support.. 12
Other Forte Services Offered....................... 12
Training...................................... 12
Consulting.................................... 13
Documentation................................. 13
Special Interface Projects.................... 14
Ordering more copies.......................... 14
Appendix
Forte Technical Support Call Log Form
Forte Technical Support Registration Form
Forte Sales Office Locations - USA
Forte Sales Office Locations - International
2.
EXHIBIT F
FORTE TECHNICAL SUPPORT
USER'S GUIDE
Welcome to Forte Technical Support
At Forte, we believe that service, technical support, training, and
consulting are just as important as the features and functions you receive
when you purchase our software products. We can provide you with a
spectrum of support--when you need it, whom you need it, and in the format
that best suits your requirements. This guide provides you with everything
you need to know about Forte Technical Support.
How to Register for Technical Support
Once you have purchased a support agreement from Forte, you will need to
fill out a Technical Support Registration form and fax it to us at 510-869-
2010. This form provides us with the details of your site and the names of
the personnel you have authorized to call Technical Support. This is where
you will list your Primary Technical Contact (see below). This form is
included in the appendix of this booklet and another form will be mailed to
you after you purchase support,
Your Technical Contacts
You should designate one primary technical contact and two backup contacts
for each Forte license.
The primary contact is the focal point for contact with Forte Technical
Support as well as internal support within your organization. This person
should:
. Be your Forte expert
. Have the opportunity to gain Forte expertise over a wide range of uses
. Be able to determine whether a particular issue should be referred to
Forte Technical Support
. Be accessible to all Forte users within your organization
. Be able to provide timely response
Each backup contact should be a co-worker of the primary technical contact,
he at the same location, and be able to perform these duties in the absence
of the primary contact.
We feel it is essential that the primary and backup technical contacts (and
preferably all Forte users) complete the full recommended Forte Training as
outlined in the Forte Education Brochure.
3.
The ability of your primary or backup contact to communicate effectively
with Forte Technical Support will ultimately determine how effective our
service is for your organization.
These arrangements ensure your organization has information on, and control
of your important technical relationship with Forte. When you contact
Forte, we know you have already cried to resolve the issue and see the
issue as important to your organization.
How to Reach Technical Support
Technical Support Hotline (000) 000-0000
The Technical Support Center is available from 8:00 a.m. to 6:00 p.m.
Pacific time Monday through Friday, excluding United States public
holidays.
You will speak to a Technical Support dispatcher, who will take your call
details and the initial problem description. The dispatcher will also tell
you your call number and your call will then be transferred to a Technical
Support Specialist, if one is available. If you call during a time when
the Support Center is not available, you will be prompted to leave us
voicemail and your call will be logged when the Support Center opens in the
morning.
Fax Number (000) 000-0000
This is the fax number for Forte Technical Support in case we require you
to fax us some information about your problem. We recommend that you fax
this information to us after you have called the Technical Support Hotline
and received a call reference number, which you should include on the fax.
Internet Address xxxxxxx@xxxxx.xxx
This is the interact address for Forte Technical Support should you decide
to e-mail your question rather than use the telephone. If you send us a
question via e-mail, your Forte call number will be e-mailed back to you.
Please note that Forte provides an Internet Call Form on your product
release media. Please complete the form with as much detail as possible so
that we will have enough information to begin working on your call.
How to Change License Information
If you move, change phone numbers, or have personnel changes relating to
your designated Technical Support contacts, please let us know so we can
update our database. To make any changes, call Forte Technical Support and
give us the new information. We will update the customer database and
inform the other Forte department.
Types of Assistance Offered
4.
Technical Support provides the following assistance to Forte licensees
related to their use of the current release of the licensed software, and
subject to the terms and conditions in the Forte Software License and
Services Agreement.
Assistance Provided Task Performed
----------------------------------- ---------------------------------------------------------
Problem Determination Analyze error messages.
Identify and isolate the source of the problem.
Provide technical information and technical status on
open problems.
Problem Resolution and Recovery Provide problem workarounds.
Assistance Provide advice and guidance for operating system
environment workaround.
Escalate problem for immediate or scheduled fix.
Product Usage Questions Assist with the configuration of your operating
system environment related to Forte.
Product operation or functionality issues.
Provide current release information such as
Compatibility, enhancements, fixes, and any
restrictions.
Answering "product usage questions" may be limited to 30 minutes if we feel
the questions could be answered by having the caller attend the relevant
Forte training course. However, this time limit might be extended if the
Support Center personnel have the time available, More extensive assistance
for these questions is available by purchasing Forte Consulting (see
section titled Other Forte Services for details).
Problem Description/Troubleshooting
Because the information you provide to Technical Support is vital to the
process of problem resolution, it is important that you have prepared the
problem description and supporting data, and reproduced the symptoms in a
simple form.
Forte Technical Support expects you to make a reasonable attempt to verify
the error in your environment. We will always ask for the full error
number that occurs; other common information that we will ask for depends
on the nature of the problem.
Support Limitations
. We do not support Forte on uncertified hardware, compilers, or
operating systems, We will talk to you about any problems you have,
especially when it comes to using a new operating system. However, we
do not guarantee Forte will work in environments other than those we
explicitly support.
5.
. We only support Forte software products. For instance, we do not
support your computer's operating system. If you need help doing
something on your operating system, you need to speak to whomever
supports it.
. We will not debug your application code, or application code that you
have gotten from someone else. This restriction applies to third party
software, software written by consultants, and so forth. If you
believe you have run into a defect in a Forte software product, you
need to establish that the problem lies in our Software.
. We do not provide free training or consulting, although we do offer
them as optional purchases. We can answer simple how-to questions and
we can talk to you about other topics to a limited extent, but we will
not answer questions such as "flow do I design my Forte application?"
. We support techniques or workarounds given to you by members of Forte
Technical Support, unless we tell you explicitly that they are
unsupported. We can talk to you about workarounds given to you by
others, including other Forte employees, and if them is a problem, we
can help you to understand the cause, However, we cannot guarantee
that using these workarounds will not cause other problems.
How To Make A Support Call
If you are using Forte Technical Support for the first time, you will find
this section particularly useful. Please read it carefully so you will
feel comfortable with the process we use to assist you.
We advise you to keep a copy of your license and have your customer number
available, in case you are asked for it when calling Technical Support.
Before You Call
Before you call for technical support, take a few minutes to gather The
information you'll need to give the Forte Technical Support Specialist who
takes your call. If you don't have the information, the resolution of your
problem might be delayed.
Describing the Problem
Make some notes about the problem you are having. If possible, note the
sequence of events leading up to the problem. Here are some questions to
get you started:
. What were you trying to accomplish?
. What did you do? What commands did you enter? Provide exact syntax if
possible.
. What did you expect to happen?
. What happened instead? Please provide exact syntax.
6.
. Why do you think this is a problem with Forte?.
. What have you tried to do to correct or understand this problem?
. If your screen displayed any error messages, what xxxx they? Note the
error number first then the error text,
. Which manuals did you consult? Titles, publication dates, versions,
and page numbers are important.
Making the Call
Now you are ready to call Forte Technical Support. This section describes
how your call is handled.
1. The Technical Support dispatcher first asks you whether your call is
new or a follow, up to a previous call.
. If it is a follow-up call, give the dispatcher your call reference
number. He or she attempts to connect you to the person working on the
call.
. If it is a new call, the dispatcher enters your name into our call
tracking system, You might be asked to confirm your operating system,
Forte version, or other relevant information about your site.
2. As you describe your issue or question, the dispatcher enters the
details into our call tracking system. If you encountered error
messages, plebe tell the dispatcher the error number first and the
error message text, so that ii can be entered correctly.
3. The dispatcher discusses the impact of the problem and asks you to help
determine an appropriate priority for your call. Call priority is
outlined in detail in the section rifled How Forte Resolves Your Call.
4. The dispatcher tells you your call number and either connects you
directly with a Technical Support Specialist, or gives you the
timeframe during which you should expect a call back.
All this usually takes only a few minutes. While you are on the phone with
the dispatcher, please use your Forte Technical Support Call Log Form
(locked in the Appendix) to record the details of your question and call
number for your own reference.
Call Tracking System
Forte's call tracking system tracks information about each customer call.
Afar verifying your customer information, the dispatcher enters the problem
information into the system. From then on any of our Technical Support
Specialists or dispatchers can view:
7.
. A permanent record of your initial problem statement
. Details of subsequent research carried out
. Detail of further communication with you
. The current status of your call
Modem Access
We recommend that our customers provide us with modem access to their
machines. This access, with the ability to transmit the troublesome code
to Forte machines, can speed up the resolution of the problem.
How Forte Resolves your Call
After speaking with you, the Technical Support Specialist establishes if
the problem is:
. the result of a Forte product error
. the result of a user type error
. a product usage question
We might ask you to send us a test case to assist in the diagnosis. If the
problem is identified as being the result of a Forte product error, the
test case and the diagnostic notes are immediately sent to Forte
Engineering.
Call Ranking and Response Time
Forte Technical Support prioritizes calls based on the urgency of need, We
have three ranking: of calls: Standard (Rank 3), Time Critical (Rank 2) and
Emergency (Rank 1).
Calls generally arise from two very different kinds of situations:
. One or more programmers experience a problem during the application
development process.
. An established production installation suddenly loses some or all of its
functionality, threatening data integrity or data access.
Problems at production installations usually take top priority, but not
always. The problems a team of programmers encounters during a development
could conceivably outweigh the problems a single user encounters in a
production environment.
Please assist us by letting us know the impact of the problem on your
business and inform us of what you think the priority should be. Response
time goals are listed for each priority of call, but if a Technical Support
Specialist is available at the time of your call, we will try to respond
immediately.
8.
Standard Calls (Rank 3)
Standard calls generally occur while using Forte during development,
including "what if" and "how to" questions. The product Software is
usable, but one or more functions might not operate as you expected. The
problem may be one related to understanding Forte features or
documentation. If a workaround exists, it is comparatively easy for you to
implement.
A production example of a Rank 3:
The workstation for one of many end users is failing to properly
redraw the screen
A development example of a Rank 3:
A programmer needs help understanding syntax errors encountered while
developing an application. The "save" option does not work, and the
workaround is to use the "save as" option.
Our response time goal for Rank 3 calls is 24 business hours.
Time Critical Calls (Rank 2)
In time critical calls, the product software is usable, but functionality
is degraded or restricted. In the case of production systems, the
applications and some Forte modules remain usable, but the use of the
production application itself is restricted. In the case of development
systems, Forte and the development applications are unusable, or
inaccessible. If a work, around exists, it is somewhat inconvenient to
implement and will not be sufficient for the long term.
A production example of a Rank 2:
You can use parts of the production application and parts of the Forte
product.
A development example of a Rank 2:
Development has been reduced to a minimum due to problems with the
Forte development environment
Our response time goal for Rank 2 calls is eight (8) business hours.
Emergency Calls (Rank 1)
Emergency calls take the highest priority. These are urgent cases where
immediate he{p is needed. The production software is totally or partially
inoperative, and the inability to use the software has a critical impact on
your production operations. If there are known workarounds, they would be
quite costly to implement.
A production example of a Rank 1:
9.
Your financial transaction system is inoperable.
A development example of a Rank 1:
Your development environment is totally corrupted, thus placing
critical short term projects in jeopardy.
Our response time goal for Rank I calls is four (4) business hours.
However, we will make every effort to respond immediately.
NOTE: In a Rank I situation, the first actions taken by the Technical
Support Specialist, in agreement with you, are to judge whether the
most critical action is to get the system up and working. If both
parties agree that getting the system up and working is the top
priority, be aware that you might lose diagnostic information that
could help establish the cause of the problem, thus making the process
of determining the cause more difficult. In the event that this
diagnostic information is lost, Forte Technical Support will still
make reasonable efforts to help you to determine the cause of the
problem.
If You and the Technical Support Specialist agree that there is time to
collect the diagnostic information, this action will be carried out
immediately.
Calling Us Back
Although we make every effort to keep you updated about the progress of
your call, we also invite you to call to get the latest information and
status. When you return a call to Forte Technical Support, please give us
your call number so that we can retrieve your call status, If your call has
changed in priority, please let us know so your call can be upgraded. If
you have been able to solve the problem on your own, and the call can be
closed, we would appreciate that information, tool.
Call Escalation
When a call is not being fixed within the agreed-upon time frame, the
Director of Services and Support can activate the following procedure:
. Assign sufficient skilled personnel to investigate the problem.
. Notify senior Forte personnel that the error has been reported and that
the escalation procedure has been activated. Technical Support will
notify the relevant Forte Sales Representative, Sales Manager, and
senior Pre-sales Representative, and will work with these people to
ensure that a business focus as well as a technical focus is maintained
until the error is brought under control.
. Work with the customer to build an action plan to resolve the issues.
During the period of the escalation Forte will provide regular updates to
the customer at both a management and a technical level.
10.
Call Resolution
We close a call when we have confirmed with you that the call is resolved.
A call is considered resolved when:
. The problem is known not to recur or the defect has been rectified.
. The apparent problem has been found to not really exist -- a
misunderstanding or short term difficulty has ceased m exist.
. The call occurred because of user inexperience and this is in the
process of being rectified. In this instance. Forte strongly recommends
the user attend the appropriate Font Training course,
Making Test Cases
In the process of diagnosing your problem, you might need to create a test
case, especially if you think you have found a defect in our product.
Please make the test case as small as possible and design it for
portability. A test case should not include an entire application. It
should be a subset of the application code -- for example, five to fifty
lines -- and contain a small amount of data.
In the come of narrowing down the problem, you isolate the code that causes
the defect and you might realize that the problem is not a defect, but
rather user error.
When the Technical Support Specialist reports to Forte Engineering, the
test case helps to ensure that when a fix is made, the fix will address
your specific problem.
Any changes to our code will be tested against your test case,
Fixing a Defect
Should a defect occur in a release, Forte will attempt to find a workaround
for the problem. If a workaround exists, we will supply it immediately,
The defect will be logged to the attention of Engineering and we will
request that a fix be made in the next new feature production release,
maintenance release, or customized emergency patch. When requesting a fix
from Engineering, the Technical Support Specialist may ask you for help
with certain information, such as:
. How docs the defect affect your site?
. What turnaround time do you request for the fix?
. Have you tried all suggested workarounds, and if so, have they proven to
be to difficult to implement?
11.
This information ensures that Engineering understands the impact on
customer business, as well as the technical nature of the problem. Out
Engineering resources can then be allocated on a priority basis.
If you should discover a defect of a "showstopper" type and a workaround is
not available, we can "emergency patch" the codeline for your site, Due to
time constrains, this patch will undergo minimal testing, but it will be
tested against your submitted test case to ensure that it meets your
requirements. This patch will also be made available to or. her customers
who have experienced the same reported problem.
Release Management Process
Forte's product plan provides for a new feature product release every 15
months or so, with a maintenance release in between. With this schedule, a
great deal of dine and effort goes into testing for product quality.
Therefore, it is our policy to emergency patch the codeline as little as
possible, since required changes will normally be made in the maintenance
and new feature releases, which are then made available to our full
customer base.
It is important that you understand the release model outlined above, and
use it in the planning of your own application development schedules. You
should plan to do some level of testing as early as possible before each
maintenance or new feature production release. You need to work
proactively with Forte Technical Support to ensure that your issues are
raised and fixed within a timeframe that allows them to be incorporated
into the new release schedule. In this way, we can work together to ensure
your success.
Feedback on the Quality of Technical Support
The management and staff of the Forte Technical Support Center are
committed to providing you with world class quality and responsive service.
We are always interested in meeting your needs and expectations. Your
suggestions for enhancing the function and effectiveness of our service are
always welcome. Any comments or suggestions may be sent to the Director of
Customer Services and Support or to your local sales representative.
Other Forte Services Offered
There are other services that Forte can provide to complement Forte
Technical Support.
If you would like to order any of these services or need additional
information about them, please contact your local Forte Sales Office.
Training
The Education Services group provides Forte users with an ever-expanding
range of instruction. Classes are taught at our training centers or at
customer locations. Course descriptions and current schedules are
available by calling the Training Registrar at:
12.
(000) 000-0000
or by calling your Forte sales office.
Consulting
Forte provides a number of on-site consulting services. In addition, Forte
works closely with many integrator companies who are skilled in providing
Forte application development services.
Our consulting staff can assist you directly or in conjunction with an
integrator. We offer product installation, a range of quality assurance
services, technical product consulting, and Forte performance tuning, all
of which are designed to help you achieve success in your system
development projects.
The Forte Consulting group can also provide specialist services and on-site
technical product consulting as a partner of both the integrator and your
organization.
The benefits of using Forte Consulting Services are:
. We provide you with an independent, experienced evaluation of your
application architecture and system design to ensure that your business
objectives are achieved by:
. Correcting design problems prior to major system development to
reduce costs and development time, and increase flexibility.
. Evaluating your design techniques and approaches. Our consultants can
offer ideas that might not have been considered.
. We ask the "hard" questions and raise issues which might be difficult
for your project team m address, While you retain the responsibility for
the ultimate decision, alternative recommendations provide a basis for
resolution.
. We recommend design techniques for improving performance, flexibility,
and productivity.
. We assist your management with strategic planning as well as technical
direction.
. We provide on-the-job knowledge transfer to your staff by working with
you on design problems. This type of training enhances the current
project and the techniques you learn will be valuable in future design
efforts.
To discuss how Forte Consulting can help you, please contact your Forte
Sales Office or the Director of Services and Support. We will discuss your
requirements and develop a "deliverables schedule/" /to meet your
objectives.
Documentation
13.
The Forte Technical Publications group, which is part of our Engineering
organization, writes and publishes all documentation manuals which are
distributed with the product. Problems with documentation and suggestions
to improve the manual set can be addressed to Forte Technical Support.
If you need more copies of any Forte documentation or want pricing
information, please contact your local Forte Sales office.
Forte Manuals
Forte has an ever-expanding list of product manuals. The manuals currently
available are:
. Accessing Databases
. A Guide to the Forte Workshops
. Building International Applications
. Display Library
. Forte Installation Guide
. Framework Library
. Integrating with External Systems
. System Management Guide
. SystemMonitor Library
. TOOL Reference Manual
. Using Forte Express (available in early 1996)
Special Interface Projects
Our experienced specialists can help you with any Forte specific technical
issues not covered in the services outlined above. If you require a
special Forte interface for your site, or other specialized assistance with
Forte we can help. For more information, please call your local Sales
Office.
Ordering more copies
If you would like more copies of this guide, please call Forte Technical
Support at: (000) 000-0000 or fax us at (000) 000-0000
In this section:
14.
. Forte Technical Support Call Log Forms
. Forte Technical Support Registration Form
. Forte Sales Office Locations
Forte Technical Support Call Log Form
Call Ref. Date Opened Date Closed Problem Summary
Number
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16.
Forte Technical Support Registration Form
Please complete and fax co Technical Support at (000) 000-0000.
Company Name:________________________________________________________________
Company Address:_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
Phone Number: _________________________ Fax Number:____________
Management Contact:__________________________________________________________
Phone Number: _________________________ Fax Number:____________
Primary Technical Contact:___________________________________________________
Phone Number: _________________________ Fax Number:____________
Secondary Technical Contact:_________________________________________________
Phone Number: _________________________ Fax Number:____________
Secondary Technical Contact:_________________________________________________
Phone Number: _________________________ Fax Number:____________
Computer System Detail:
Management Contact:__________________________________________________________
Server Platform: _______________________ GUI:_______________
Platform: _______________________ OS:__________________
Network Protocol: _______________________ Database:____________
17.
Forte Sales Office Location - USA
CALIFORNIA MINNESOTA
Forte Software, Inc. Forte Software, Inc.
Corporate Headquarters 0000 Xxxxxxxxxx Xxxx Xxxx., Xxxxx 000
Xxxxxxxx Xxxxxx Xxxxxxxxxxx, XX 00000
Xxxxxxx, XX 00000 000-000-0000
000-000-0000
Forte Software, Inc. NEW JERSEY
00 Xxxxxxx Xxxxxxxxx Xxxxx Xxxxx Xxxxxxxx, Inc.
Xxxxx 000 00 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000 Xxxxxx, XX 00000
643-4494 000-000-0000
COLORADO NEW YORK
Forte Software, Inc. Forte Software, Inc.
Interstate North Parkway 00 Xxxx Xxxxxx, Xxx. 0000
Xxxxx 000 Xxx Xxxx, XX 1600
Xxxxxxx, XX 00000 000-000-0000
980-6745
GEORGIA TEXAS
Forte Software, Inc. Forte Software, Inc.
Interstate North Parkway, Ste. 700 0000 XXX Xxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000 Xxxxxx, XX 00000
980-6745 000-000-0000
ILLINOIS XXXXXXXX
Xxxxx Software, Inc. Forte Software, Inc.
W. 22nd Street 0000 Xxxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxx Xxxxx XxXxxx, XX 00000
Xxxxxxxx, XX 00000 000-000-0000
684-2255
MASSACHUSETTS WASHINGTON
Forte Software, Inc. Forte Software, Inc.
Burlington Mall Road 000 000xx X.X., Xxxxx 000
Xxxxx 000 Xxxxxxxx, XX 00000
Xxxxxxxxx, XX 00000 000-000-0000
000-0000
18.
Forte Sales Office Location - International
FRANCE GERMANY
Forte Software, Inc. Forte Software, Inc.
Avenue Xxxxxxx de Gaulle XXXXXXXXXXXXXX 00
Xxxxxxx xxx Xxxxx Xxxxxxxxx xx Xxxx
Xxxxxx Germany
00-0-00-00-00-00 00-000-000-0000
UNITED KINGDOM
Forte Software (UK) Ltd.
Xxxxxx Xxxx
Xxxxxxxxx
Xxxxxx Xxxxxxx
44-1344-4821-00
19.
Exhibit G
---------
Technology Escrow Agreement Enrollment
--------------------------------------
[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
TECHNOLOGY ESCROW AGREEMENT
THIS TECHNOLOGY ESCROW AGREEMENT including any Appendices and Exhibits
("Agreement") is effective this 12th day of July 1995, by and among FILESAFE, a
California limited partnership ("Escrow Agent"), FORTE SOFTWARE, INC., a
California corporation ("Depositor"), and each of the Depositor's licensees who
execute an Exhibit A to this Agreement from time to time (a "Registrant").
WHEREAS, Depositor has entered or will enter into a contract with the
Registrant (the "License Agreement") regarding certain proprietary technology
and other materials of Depositor (the "Licensed Product");
WHEREAS, Depositor and Registrant desire the Agreement to be supplementary
to said contract pursuant to 00 Xxxxxx Xxxxxx Code Section 365 (n);
WHEREAS, availability of or access to certain proprietary data related to
certain proprietary technology and other material is important to Registrant in
the conduct of its business;
WHEREAS, Depositor has deposited or will deposit with escrow Agent the
related proprietary data to provide for retention and controlled access for
Registrant under the conditions specified herein;
NOW THEREFORE, for good and valuable consideration, the receipt of which is
hereby acknowledged, and in consideration of the promises, mutual covenants and
conditions contained herein, the parties hereto agree as follows:
1. Establishment of Deposit Account. Following the execution and delivery
of the Agreement and the payment of the escrow fee to Escrow Agent, Escrow Agent
shall open a deposit account ("Deposit Account") for Depositor. The opening of
the Deposit Account means that Escrow Agent shall establish an account ledger in
the name of Depositor and request the initial deposit ("Initial deposit") from
Depositor. Unless or until Depositor makes the Initial Deposit with Escrow
Agent, Escrow Agent shall have no further obligation to Depositor except as
defined by this section.
Depositor agrees to designate one individual to receive notices from Escrow
Agent and to act on behalf of Depositor in relation to the performance of its
obligations as set forth in the Agreement and to notify Escrow Agent immediately
in the event of any change from one designated representative to another in the
manner stipulated in Exhibit B.
2. Deposit Submissions. Depositor must submit material to Escrow Agent for
retention and administration of the Deposit Account together with a completed
document describing the deposit material ("Deposit"), called a "Description of
Deposit Materials", hereinafter referred to as an Exhibit C. Each Exhibit C
should be signed by Depositor prior to submittal to Escrow Agent and will be
signed by Escrow Agent upon completion of the Deposit inspection.
1.
3. Deposit Inspection. Upon receipt of an Exhibit C and Deposit, Escrow
Agent will visually match the listed items on the Exhibit C to the labeling of
the material ("Deposit Inspection"). Escrow Agent will not be responsible for
the contents or for validating the accuracy of Depositor's labeling. Acceptance
will occur when Escrow Agent concludes that the Deposit Inspection is complete.
Upon acceptance Escrow Agent will sign the Exhibit C and assign the next
sequential number to the Exhibit C.
4. Storage Unit. Escrow Agent will store the Deposit in a defined unit of
space, called a storage unit. The cost of the first storage unit is included in
the escrow fees.
5. Initial Deposit. The Initial Deposit will consist of all material
initially supplied by Depositor to Escrow Agent. Escrow Agent shall issue a copy
of the Exhibit C to Depositor and Registrant with{n ten (10) days of acceptance
of the Initial Deposit by Escrow Agent. Escrow Agent shall identify the Initial
Deposit beginning with Exhibit C/1.
6. Deposit Obligation of Confidentiality. Escrow Agent agrees to establish
a locked receptacle in which it shall place the Deposit and shall put the
receptacle under the administration of one or more of its officers, selected by
Escrow Agent, whose identity shall be available to Depositor and Registrant at
all times. Escrow Agent shall exercise a professional level of care in carrying
out the terms of the Agreement.
Escrow Agent acknowledges Depositor's assertion that the Deposit shall
contain proprietary data and that Escrow Agent has an obligation to preserve and
protect the confidentiality of the Deposit.
Depositor grants Escrow Agent the irrevocable right to duplicate the
Deposit only as necessary to preserve and safely store the Deposit and to
provide a copy thereof as authorized herein to Registrant. Escrow Agent shall
reproduce on all copies of the Deposit made by Escrow Agent any proprietary or
confidentiality notices contained in the Deposit. Except as provided for in the
Agreement, Escrow Agent agrees that it shall not divulge, disclose, make
available to third parties, or make any use whatsoever of the Deposit.
7. Deposit Disposition after Expiry. Upon non-renewal or other termination
of this Agreement, if Depositor requests the return of the Deposit, Escrow Agent
shall return the Deposit to Depositor only after all outstanding invoices and
the Deposit return fee are paid. If the fee(s) are not received by the
anniversary date of the Agreement, Escrow Agent may, at its option, destroy the
Deposit.
8. Registration Account. Following the execution and delivery of the
Agreement and the payment of the escrow fee to Escrow Agent, Escrow Agent shall
open a registration account ("Registration Account") for Registrant. The opening
of the Registration Account means that Escrow Agent shall establish an account
ledger in the name of Registrant entitling the Registrant to a copy of the
Initial Deposit pursuant to Section 14. Unless and until Depositor makes the
Initial Deposit with Escrow Agent, Escrow Age, at shall have no obligation to
Registrant except as defined by this section.
Registrant agrees to designate one individual to receive notices from
Escrow Agent and to act on behalf of Registrant in relation to the performance
of its obligations as set forth in the
2.
Agreement and to notify Escrow Agent immediately in the event of any change from
one designated representative to another.
Escrow Agent shall have no obligation to any party who has not signed the
Agreement. Escrow Agent, Depositor, and Registrant shall have the right to
modify or cancel the Agreement without the consent of any third party.
9. Deposit Changes. "Deposit" means and includes the Initial Deposit and/or
supplement(s) and/or replacement(s) accepted by Escrow Agent. Unless otherwise
provided by the Agreement, Depositor has the obligation to keep the Deposit
updated with current materials.
Depositor hereby agrees to update the Deposit held by Escrow Agent with
replacement technology releases within thirty (30) days of distribution of a
major update.
10. Replacement. "Replacement" means and includes any material which
replaces the Deposit or portions of the Deposit defined by Exhibit C(s).
Within ten (10) days of receipt of a Replacement by Depositor, Escrow Agent
will send a notice to Registrant stating that Depositor has replaced the
Deposit, and Escrow Agent will include a copy of the Exhibit C defining the new
material.
Escrow Agent will either destroy or return to Depositor all material that
is replaced by the Replacement as instructed in writing by Depositor.
11. Verification Rights. At Registrant's sole cost and expense, Depositor
grants to Registrant the option to verify the Deposit for accuracy, completeness
and sufficiency. Depositor agrees to permit at least one employee of Escrow
Agent or an independent consultant reasonably acceptable to Depositor, at
Registrant's election to be present at Depositor's facility to verify, audit,
and inspect the Deposit to be held by Escrow Agent to confirm the quality and/or
content of the Deposit for the benefit of Registrant. If Escrow Agent is
selected to perform the verification Escrow Agent will be paid according to its
then current fees.
12. Certification by Depositor. Depositor represents to Registrant that:
(a) The Deposit delivered to Escrow Agent consist of source code
deposited on computer magnetic media or CD-ROM and all available technical
documentation which will enable Registrant to create and maintain the Product.
(b) The Deposit will be defined in the Exhibit C(s).
These representations shall be deemed to be made continuously throughout the
term of the Agreement.
13. Term of Agreement. The Agreement will have an initial term of one year,
commencing on the Effective Date. The Agreement may be renewed for additional
one-year periods upon receipt by Escrow Agent of the specified renewal fees
prior to the last day of the term ("Expiration Date"). In the event that renewal
fees are not received thirty (30) days prior to the Expiration Date, Escrow
Agent shall so notify Depositor and Registrant. If the renewal fees
3.
are not received by the Expiration Date, Escrow Agent may terminate the
Agreement without further notice and without liability of Escrow Agent to
Depositor or Registrant. Registrant has the right to pay renewal fees and other
related fees for so long as Depositor is required to maintain, the Deposit. In
the event Registrant pays the renewal fees and Depositor is of the opinion that
any necessary condition for renewal is not met, Depositor may so notify Escrow
Agent and Registrant in writing. The resulting dispute will be resolved pursuant
to the dispute resolution process defined in Section 19.
14. Expiry. If the Agreement is not renewed or is otherwise terminated, all
duties and obligation of Escrow Agent to Depositor and Registrant will
terminate.
15. Filing For Release of Deposit by Registrant. Upon notice to Escrow
Agent by Registrant of the occurrence of a release condition as defined in
Section 17 and payment of the release request fee, Escrow Agent shall notify
Depositor by certified mail or commercial express mail service with a copy of
the notice from Registrant. If Depositor provides contrary instruction within
thirty (30) days of the mailing of the notice to Depositor, Escrow Agent shall
not deliver a copy of the Deposit to Registrant. "Contrary Instruction" means
the filing of an instruction with Escrow Agent by Depositor stating that a
Contrary Instruction is in effect. Such Contrary Instruction means an officer of
Depositor warrants that a release condition has not occurred or has been cured.
Escrow Agent shall send a copy of the instruction by certified mail or
commercial express mail service to Registrant. Escrow Agent shall notify both
Depositor and Registrant that there is a dispute to be resolved pursuant to
Section 19. Upon receipt of Contrary Instruction, Escrow Agent shall continue to
store the Deposit until directed by Depositor and Registrant jointly, resolved
pursuant to Section 19, by order by a court of competent jurisdiction, or
termination of the Agreement.
16. Release of Deposit to Registrant. If Escrow Agent does not receive
Contrary Instruction from Depositor, Escrow Agent is authorized to release the
Deposit, or if more than one Registrant is registered to the Deposit, a copy of
the Deposit, to the Registrant filing for release following receipt of any fees
due Escrow Agent including Deposit copying and delivery fees.
17. Release Conditions of Deposit to Registrant. Release conditions are:
(a) Depositor or its successor or assign hereunder files a petition
under Chapter 7 of the Bankruptcy Code, 11 U.S.C. 701 et seq, or otherwise
ceases business operations generally;
(b) Depositor ceases to make available maintenance or support services
for the then-current version of the Licensed Product, except as a result of a
natural disaster or Act of God, government or other acts beyond the reasonable
control of Depositor, and except when Registrant terminates or is no longer
entitled to maintenance or support services for such version.
18. Conditions Following Release. Following a release and subject to
payment to Escrow Agent of all outstanding fees, Registrant shall have the right
to use Deposit only as specified in the License Agreement between Depositor and
Registrant. Additionally, Registrant shall be required to maintain the
confidentiality of the released Deposit.
4.
19. Disputes. In the event of a dispute, Escrow Agent shall so notify
Depositor and Registrant in writing. Such dispute will be settled by arbitration
in accordance with the commercial rules of the American Arbitration Association
("AAA"). Unless otherwise agreed to by Depositor and Registrant, arbitration
will take place in Oakland, California.
20. Indemnification. Depositor and Registrant agree to defend and indemnify
Escrow Agent and hold Escrow Agent harmless from and against any and all claims,
actions and suits, whether in contract or in tort, and from and against any and
all liabilities, losses, damages, costs, charges, penalties, counsel fees, and
other expenses of any nature (including, without limitation, settlement costs)
incurred by Escrow Agent as a result of performance of the Agreement except in
the event of a judgment which specifies that Escrow Agent acted with gross
negligence or willful misconduct or improper release of any deposit.
21. Audit Rights. Escrow Agent agrees to keep records of the activities
undertaken and materials prepared pursuant to the Agreement. Upon reasonable
notice and during normal business hours during the term of the Agreement,
Depositor and Registrant will be entitled to inspect the records of Escrow Agent
with respect to the Agreement, and accompanied by an employee of Escrow Agent,
inspect the physical status and condition of the Deposit (provided that only
Depositor shall be entitled to review the Deposit). The Deposit may not be
changed by Depositor or Registrant during the audit.
22. General. Escrow Agent may act in reliance upon any written instruction,
instrument, or signature believed to be genuine and may assume that any person
giving any written notice, request, advice or instruction in connection with or
relating to the Agreement has been duly authorized to do so. Escrow Agent is not
responsible for failure to fulfill its obligations under the Agreement due to
causes beyond Escrow Agent's control.
Notices to Depositor and Escrow Agent should be sent to the parties at the
addresses identified in the attached Exhibit B. Notices to Registrant should be
sent to the party(s) at the address(s) identified for each such Registrant in
the attached Exhibit D.
The Agreement is to be governed by and construed in accordance with the
laws of the State of California.
The Agreement may only be amended in a writing signed by all of the
parties.
If any provision of the Agreement is held by any court to be invalid or
unenforceable, that provision will be severed from the Agreement and any
remaining provisions will continue in full force.
5.
FORTE SOFTWARE, INC. FILESAFE, A California Limited Partnership
DBA SourceFile
DEPOSITOR ("ESCROW AGENT")
Name:_________________________ Name:___________________________
Print Name:___________________ Print Name:_____________________
Title:________________________ Title:__________________________
6.
EXHIBIT A
TECHNOLOGY ESCROW AGREEMENT
Account Number: 7196
Registrant Number: 7196-____
The undersigned Registrant hereby enters into the Technology Escrow Agreement
dated 12 July, 1995 (the "Agreement"), among Forte Software, Inc., a California
corporation ("Depositor"), FileSafe, Inc., a California corporation ("Escrow
Agent"), and Registrant.
The term "Agreement" shall mean this Exhibit and the attached Technology Escrow
Agreement, Capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to them in the Technology Escrow Agreement.
Notices to referred Registrant regarding Agreement terms and conditions should
be addressed to:
Registrant: ____________________________
Address: ____________________________
____________________________
Designated Representative: ____________________________
Telephone: ____________________________
Facsimile: ____________________________
This Exhibit is effective this _______ day of ___________, 199__. Depositor,
Registrant, and Escrow Agent hereby acknowledge and agree to be bound by the
terms and conditions of the Agreement.
Filesafe, a California
Forte Software, Inc. Limited Partnership
-------------------- ----------------- -------------------
Depositor Registrant Escrow Agent
By:________________________ By:_______________________ By:________________________
Name:______________________ Name:_____________________ Name:______________________
Title:_____________________ Title:____________________ Title:_____________________
Date:______________________ Date:_____________________ Date:______________________
1.
EXHIBIT B
TECHNOLOGY ESCROW AGREEMENT
Account Number:
DESIGNATED REPRESENTATIVES AND LOCATIONS
Notices to Depositor regarding Agreement terms and conditions should be
addressed to:
Depositor: Forte Software, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Designated Representative: Xxxxxx X Xxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
Notices to Escrow Agent regarding Agreement terms and conditions should be
addressed to:
Escrow Agent: FileSafe, L.P.
Address: 00 Xxxxx Xxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000-0000
Designated Representative: Xx. Xxxx Xxxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
1.
EXHIBIT C
DESCRIPTION OF DEPOSIT MATERIALS
Deposit Account No: 7196
Account Name: FORTE SOFTWARE, INC
Depositor, pursuant to a specific Escrow Agreement between the parties, hereby
deposits the below described materials into the above referenced Deposit Account
by transferring them to Escrow Agent.
DEPOSIT MATERIALS:
I certify that the above described materials Received the identified materials:
were delivered/sent to Escrow Agent
By:____________________________________ By:_______________________________
Name:__________________________________ Name:_____________________________
Title:_________________________________ Title:____________________________
For:___________________________________ For:______________________________
Date:__________________________________ Date:_____________________________
Exhibit C No:_____________________
1.
EXHIBIT D
TECHNOLOGY ESCROW AGREEMENT
REGISTRATION DEPOSIT ACCOUNT ENROLLMENT
DEPOSIT ACCOUNT NAME DEPOSIT ACCOUNT NUMBER
---------------------------------------- ---------------------------------
FORTE SOFTWARE INC 7196
1.
Exhibit H Reserved/Open
-----------------------
[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Exhibit I
Forte Price List
FORTE
PRICING
GUIDE
XX XXXXX
XXXX XXXXXXX
FORTE SOFTWARE
INTERNAL USE ONLY
1.
Product Packaging
And
Definitions
================================================================================
Forte Application Environment
A Core System is the starting point for any site. This Core System sells as a
bundle for a fixed price and includes:
1 Client Environment
5 Forte Developer Licenses
10 Runtime User Licenses
1 Server Environment
1 Server Development License
1 RDBMS Development Interface
1 Shared Repository
1 Documentation Set on both hardcopy and CD-ROM
5 Student-days of Training
Notes:
1. All clients (development and runtime) must be for the same platform.
2. All server components (development and repository) must be for the
same platform.
3. The database interface must be on the server platform.
4. The license for all supported networking protocols is included in each
platform license.
5. The server license included in this package is for development
purposes only. If the same machine will also be used for use in a
deployed application, a separate runtime license is required.
Platform -- A given hardware and operating system combination. In the case of
client platforms, it also includes a graphical user interface (GUI). If any of
the part of the combination is different, it becomes a different platform. For
example, each combination listed below would be considered a different platform:
Hardware Operating System GUI
---------- ---------------- ---
PC (Intel) DOS Windows 3.1
PC (Intel) Windows NT Windows NT
Macintosh Mac OS Mac OS
Digital Alpha (AXP) OpenVMS DECwindows
Digital Alpha (AXP) OSF/1 DECwindows
Client Environment -- All the Forte development tools and runtime system
libraries for a designated client platform. For environments with a
heterogeneous (mixed) set of clients, the
2.
customer is required to purchase a different Client Environment for each
platform. The one time charge per environment for these environments (and the
server environments below) is the only place where Forte covers its expense of
building, testing and maintaining a complex, heterogeneous environment.
Forte Developer License -- This is distinct from the environment above. This is
limited to the Forte Application Environment (Web Enterprise, Express and
Conductor require additional purchases). The development environment provides
the software and each developer requires an individual license to use the
software in the environment. Note: these licenses are per designated developer
and not per machine. For example, if a developer has both Windows and Macintosh
machines, they are still only one developer. The company would, however, be
required to have license rights for both Client Environments.
"New" vs. "Additional" -- The term "new" (as in New Client Environment)
indicates the addition of a new environment of a different platform (see above).
For example, if a customer has been doing development exclusively on Windows and
now wants Macintosh support, they will need a new Client Environment for the
Macintosh. The term "additional" applies to the acquisition of subsequent
copies of an already existing product. For example, if a customer wants to
spread the development load over more than one Sun server, the second and
subsequent Suns will be considered "additional" licenses.
Runtime Server License -- Gives the customer the rights to run the server
runtime libraries on a single server. It includes a license for all network
protocols supported on that server.
Runtime User License -- Forte charges for concurrently active users that are
"logged into Forte". Any platform that has one or more active windows running a
Forte application is considered to be a concurrent user and needs a separate
license. The customer must license the peak number of concurrent users that
will be running a Forte application. For example, if only 75 of 200 users will
be using Forte at the same time, the customer must acquire 75 Runtime User
Licenses.
Server Environment -- The Forte development system for a designated server
platform. A customer is required to have a separate Server Environment for each
different platform used as a server in development or deployment. This Server
Environment does not contain support for a database interface; the interface is
purchased separately.
Server Development License -- Gives the customer the right to use Forte products
for development on the designated server machine. This is distinct from the
Server Environment (above). A Server Environment must be purchased for each
type of environment used for server development and is a one-time charge. A
Server Development License must be purchased for the machine where server
development will occur.
RDBMS Interface -- Support for a designated RDBMS interface. Support for an
additional RDBMS interfaces can be purchased separately. This includes
scenarios where more than one database type is running on a single server (e.g.
a VAX that runs both Sybase and Rdb).
3.
Forte WebEnterprise
Web Enterprise Server -- A standard Forte deployment server that incorporates
all or part of Forte WebEnterprise in order to provide access to the server from
the Web, or from or to IIOP. Examples include:
- a Forte Server that is connected to a Web Server via the WebEnterprise CGI,
NSAPI or ISAPI
- a Forte Server that connects to an IIOP environment
- any Forte Server that exposes itself as an IIOP service
- any Forte Server that has the WebEnterprise libraries included in
At least ONE Web Enterprise Server must be purchased before a customer can
---------------------
develop for the Web. There is no additional charge per developer.
-------------------
Web Enterprise Developer License -- There is no additional charge per developer,
the customer must have purchased at least one WebEnterprise Server. Each
WebEnterprise Developer must have a Forte Developer License.
Forte Express
Express Developer License -- Each Express developer requires an individual
license to use the Express software in the environment. Note: these licenses
are per designated developer and not per machine. Each Express Developer must
have an Express Developer License and a Forte Developer License.
Forte Conductor
Conductor Core System -- The starting point for any Conductor development. The
Conductor Core system can only be purchased once the Forte Core System has been
purchased. The RDBMS Development interfaces and repository that is used by
Conductor must have already been purchased with the Forte Core System. If
Conductor is to use a separate repository from the Forte development repository,
an additional repository must be purchased. Similarly, any additional RDBMS
interfaces needed for Conductor must be purchased (and may also be used with
other Forte products).
Conductor Developer License -- Each Conductor developer requires an individual
license to use the Conductor software in the environment. Note: these licenses
are per designated developer and not per machine. There is no correlation
between Conductor developer licenses and Forte developer licenses. For example
it is possible to have more or less Conductor developer licenses than Forte
Developer Licenses.
Additional Conductor Development Engines -- Each Conductor Core system comes
with one Conductor Development Engine. A Conductor Development Engine is the
software that runs on a server that stores process definitions and runs business
processes for development. Additional engines might be required where customers
have multiple project teams that desire autonomy over their development work, or
developers that work in a disconnected distributed environment. The license for
these engines ONLY covers development work, NO deployment is allowed on this
engine.
4.
Conductor Deployment Engines -- A single Conductor Deployment Engine consists of
multiple components:
- Two engine units: These units can be deployed across multiple machines for
failover purposes.
- One governer: An integral part of the Conductor environment.
- Multiple database services: The customer can configure as many database
services they desire. Note: Each RDBMS Interface must be purchased with the
Forte Application Environment.
Additional engines are required to support large numbers of concurrent sessions
and distributed environments. Note: It is possible to run multiple Conductor
Deployment Engines on one machine. Each engine, not each machine, needs a
separate license.
Conductor Runtime Sessions -- Any application that connects to the Conductor
engine to start, get, or perform work is considered a session. These Runtime
Sessions could be traditional GUI clients, web browsers, or server applications
like the email-server, credit-check servers, fax servers, etc. These clients
could make use of any of the Conductor APIs. There is no difference to the
pricing if these Runtime Sessions are from a Forte client or server, a C++
client or server, an ActiveX client, an IIOP application, etc.
Qty Description Unit Price Extended Price Discount Total
----------------------------------------- ------------ ---------------- ----------- ---------
Development
Forte Application Environment Core System
(Core System)
1 Client Environment $15,000 $15,000
5 Forte Developer Licenses $ 6,000 $30,000
10 Runtime User Licenses $ 750 $ 7,500
1 Server Environment $15,000 $15,000
I Server Development License $ 7,500 $ 7,500
I RDBMS Development Interface $ 7,500 $ 7,500
I Repository $ 7,500 $ 7,500
I Documentation Set $ 250 $ 250
5 Student-days of Training $ 350 $1.750
1 Media Set on CD-ROM $ 250 $ 250
Subtotal $92,250 19% $75,000
Additional Environments
New Client Environment $15,000
New Server Environment $15,000
Additional Server Development License $ 7,500
Additional Developer Licenses (per
Developer)
I to 9 Developers $ 6,000 0% $ 6,000
10 to 24 Developers $ 6,000 10% $ 5,400
25 to 49 Developers $ 6,000 20% $ 4,800
50 or more Developers $ 6,000 35% $ 3,900
Optional Products & Interfaces
Additional RDBMS Interface $ 7,500
Additional Repository License $ 7,500
Express License with Core System
1 to 10 Developers $20,000 0% $20,000
11 to 24 Developers (each) $ 2,000 10% $ 1,800
25 to 49 Developers (each) $ 2,000 20% $ 1,600
50 or more Developers (each) $ 2,000 35% $ 1,300
Conductor Licenses with Core System
Conductor Core System
5.
Qty Description Unit Price Extended Price Discount Total
----------------------------------------- ------------ ---------------- ----------- ---------
5 Conductor Developers
1 Conductor Development Engine $50,000 $50,000
(RDBMS Interface and Repository
purchased with Forte Core)
Additional Conductor Developers
1 to 19 Developers $ 4,000 10% $3,600
20 to 49 Developers (each) $ 4,000 20% $3,200
50 or more Developers (each) $ 4,000 35% $2,600
Additional Conductor Development Engines $20,000 $20,000
WebEnterprise Developers
Providing at least one WebEnterprise $ 0 $ 0
Server license purchased
Deployment (Runtime)
Runtime User Packs
1 to 10 Runtime User Licenses $ 750 0% $ 750
11 to 25 Runtime User Licenses $ 750 10% $ 675
26 to 50 Runtime User Licenses $ 750 20% $ 600
51 to 100 Runtime User Licenses $ 750 30% $ 525
101 to 250 Runtime User Licenses $ 750 40% $ 450
251 to 1000 Runtime User Licenses $ 750 50% $ 375
1001 to 2000 Runtime User Licenses $ 750 60% $ 300
2000 or more Runtime User Licenses $ 750 70% $ 225
Runtime Servers (see next page) Per Matrix
WebEnterprise Servers - additional fee per
server
1 to 9 WebEnterprise Servers $15,000 0% $15,000
10 to 24 WebEnterprise Servers $15,000 17% $12,500
25 to 49 WebEnterprise Servers $15,000 33% $10,000
50 or more WebEnterprise Servers $15,000 45% $ 8,000
Conductor Concurrent Deployment Sessions
1 to 10 Deployment Session Licenses $ 250 0% $ 250
11 to 25 Deployment Session Licenses $ 250 10% $ 225
26 to 50 Deployment Session Licenses $ 250 20% $ 200
51 to 100 Deployment Session Licenses $ 250 30% $ 175
101 to 250 Deployment Session Licenses $ 250 40% $ 150
251 to 1000 Deployment Session Licenses $ 250 50% $ 125
1001 to 2000 Deployment Session Licenses $ 250 60% $ 100
2000 or more Deployment Session Licenses $ 250 70% $ 75
Conductor Deployment Engines
Per Engine $20,000 0% $20,000
Engine includes 2 engine units, a
governor And multiple database
services.
Additional Services and Products
Training @ Forte facilities -- per $ 380
student-day
Training @ Customer Site -- per $ 3,200
lecturer-day + expenses; 12 person limit
Consulting -- On-site, per day, plus $ 2,000
travel and expenses
Additional Documentation Set- Hardcopy $ 250
6.
Qty Description Unit Price Extended Price Discount Total
----------------------------------------- ------------ ---------------- ----------- ---------
Additional Documentation Set - CD-
ROM $ 250
Maintenance
18% of Current List Price per Year
International Uplift (outside U.S. and
Canada)
30% of List Price
7.
ADDENDUM A to
VALUE-ADDED RESELLER LICENSE AND SERVICES AGREEMENT
BETWEEN
CHORDIANT SOFTWARE, INC.
AND
Forte Software, Inc.
This Addendum A shall amend the Value-Added Reseller License and Services
Agreement dated October 30, 1998 ("Agreement") between Chordiant Software, Inc.
("VAR") and Forte Software, Inc. ("Forte") as of the Effective Date indicated
below. Other than the amendments listed below, the terms and conditions of the
Agreement remain unchanged and in full force and effect. In the event of any
conflict between the Agreement and this Addendum A, the latter shall govern.
Capitalized terms herein shall have the same meaning as in the Agreement, unless
otherwise indicated.
1. Forte hereby grants VAR the one time right to Sublicense, under the terms
herein and under the Agreement, up to 20 Full Use Designated Developer Licenses
of the Core System Products to Electronic Data Systems ("EDS" including EDS'
subsidiary, Centrobe) for General Motors internal use. VAR shall pay Forte a
Sublicense fee equal to Forte's then-current list price, [*], plus initial year
Support Fees for such Sublicense.
2. VAR shall also have the ongoing right during the term of the Agreement to
grant Sublicenses for additional Full Use Designated Developers Licenses of the
Core System Products. For each such Sublicense, VAR shall pay Forte a
Sublicense fee equal to Forte's then-current list price, plus initial year
Support Fees.
The parties have executed this Addendum A as of February 22, 1999 (the
"Effective Date").
Executed by VAR Executed by Forte Software, Inc.
Signature: /s/ Xxxxxx X. Xxxxxxxxxxx Signature: /s/ Xxxxx Xxxxxxx
Name: Xxxxxx X. Xxxxxxxxxxx Name: Xxxxx Xxxxxxx
(Please Print) (Please Print)
Title: EVA/CFO Title: VP, General Counsel
[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
ADDENDUM B to
VALUE-ADDED RESELLER LICENSE AND SERVICES AGREEMENT
BETWEEN
CHORDIANT SOFTWARE, INC.
AND
Forte Software, Inc.
This Addendum B shall amend the Value-Added Reseller License and Services
Agreement dated October 30, 1998 ("Agreement") between Chordiant Software, Inc.
("VAR") and Forte Software, Inc. ("Forte") as of the Effective Date indicated
below. Other than the amendments listed below, the terms and conditions of the
Agreement remain unchanged and in full force and effect. In the event of any
conflict between the Agreement and this Addendum B, the latter shall govern.
Capitalized terms herein shall have the same meaning as in the Agreement, unless
otherwise indicated.
1. VAR shall pay a nonrefundable license fee of [*], payable ninety (90) days
from the Effective Date of this Addendum B. Upon execution of this Addendum,
such payment obligation is noncancelable. In consideration for such payment, the
Sublicense fee rates and royalties specified in Exhibit A under the Agreement
shall be adjusted as follows:
A. In Section 4(a)(i), [*] is reduced to [*].
B. In Section 4(a)(ii), [*] is reduced to [*].
C. In Section 4(b)(i), [*] is reduced to [*].
D. In Section 4 (c), [*] is reduced to [*].
E. In Section 4 (d), [*] is reduced to [*].
2. VAR shall pay a nonrefundable pre-paid license fee of [*], payable thirty
(30) days from the Effective Date of this Addendum B. Upon execution of this
Addendum, such payment obligation is noncancelable. In consideration for such
pre-paid license fee, Forte shall waive the next [*] of Sublicense fees
(i.e. credit VAR for any type of license fees otherwise due to Forte under the
initial 3 year term of the Agreement for Products that VAR is currently
permitted to Sublicense, but not Support Fees or fees for services) that would
otherwise be due under the Agreement and Sublicense fee schedule, as amended in
Section 1 above.
The Effective Date of this Addendum B is March 1, 1999 (the "Effective Date").
Executed by VAR Executed by Forte Software, Inc.
Signature: /s/ Xxxxxx X. Xxxxxxxxxxx Signature: /s/ Xxxxx Xxxxxxxx
[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Name: Xxxxxx X. Xxxxxxxxxxx Name: Xxxxx Xxxxxxxx
(Please Print) (Please Print)
Title: EVP/CFO Title: President and CEO
[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
