DATED March 9, 1998
MULTISOFT FINANCIAL SYSTEM LIMITED
and
THE SAGE GROUP PLC
and
IBIS SYSTEMS LIMITED
AMENDMENT AGREEMENT
THIS AGREEMENT is made on March 9, 1998.
BETWEEN:
1. MULTISOFT FINANCIAL SYSTEMS LIMITED (registered number 2488578)
whose registered office is at Cross & Pillory House, Cross & Xxxxxxx Xxxx,
Xxxxx, Xxxxx XX00 0XX (the "Seller");
2. THE SAGE GROUP PLC (registered number 2231246) whose registered
office is at Xxxx Xxxxx, Xxxxxx Xxxx Xxxx, Xxxxxxxxx-xxxx-Xxxx XX0 0XX (the
"Guarantor"); and
3. IBIS SYSTEMS LIMITED (registered number 3410598) whose registered
office is at 0 Xxxxxxx Xxxxx, Xxxxxxx'x Inn, Cressex, Xxxx Xxxxxxx,
Xxxxxxxxxxxxxxx XX00 0XX (the "Purchaser").
WHEREAS:
The Seller, the Guarantor and the Purchaser have today entered into an agreement
(the "Agreement") for the sale of the Business (as defined in the Agreement) and
have agreed to make certain amendments to the terms of the Agreement.
IT IS AGREED as follows:
1. All words and expressions defined in this Agreement shall have the
same meaning in this agreement unless the context otherwise requires.
2. In consideration of the payment of (pound)1 [British pound] the
Purchaser to the Seller, receipt of which is acknowledged by execution of this
agreement, the parties agree that the Agreement shall be amended as follows:
2.1. the definition of "Contracts" in the Agreement shall be
deleted and the following definition shall be substituted:
""Contracts" means all contracts and engagements entered into
or orders made before the Effective Time by or on behalf of
the Seller with customers in connection with the Business
relating to software support (but not sale or supply) and to
bespoke modifications (other than as provided under clause
2(5)) which remain (in whole or in part) to be performed at or
after the Effective Time;"
2.2. the word "Completion" in the definition of "Debts" shall
be deleted and substituted by the words "the Effective Time."
2.3. the words "an irrevocable royalty-free" shall be added
after the word "Purchaser" in clause 2(4) of the Agreement.
2.4. additional sub-clauses (9) and (10) to be added to clause
5 of the Agreement in the following terms:
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"5(9) Save for such liabilities as the Purchaser agrees
expressly to assume under this agreement, the
Purchaser shall not assume any liability of or
relating to the Business in existence at the
Effective Time and the Seller agrees to indemnify the
Purchaser in respect to any such liability.
5(10) The Purchaser agrees to indemnify the Seller in
respect of any liability of or relating to the
Business which the Purchaser assumes under this
Agreement or which arises after the Effective Time."
2.5. an additional sentence to be added to clause 7(2) as
follows:
"For the avoidance of doubt the Purchaser shall not be
precluded from providing services to customers and selling
software supplied by parties other than the Seller's Group."
2.6. an additional sub-clause (9) be added to clause 7 of the
Agreement in the following terms:
"7(9) The Seller undertakes that, so far as it is aware
(other than Xxxx Xxxxxxx, a former employee of the
Seller), it has not, and undertakes that it will not
in the future, disclose to any third party the list
or any part thereof) of Direct Customers and that it
will keep confidential such information as the Seller
maintains concerning the Direct Customers (save as
required by law or regulation or for the purposes of
any form of audit or disclosure to any authority)."
2.7. an additional sub-clause (10) be added to clause 7 of the
Agreement in the following terms:
"The RRP used to calculate the amount payable by the Purchaser
to the Seller in respect of the Computer Software and Products
under this Agreement shall not include any amount payable in
respect to NRG report writing software and, for the avoidance
of doubt, sub-clause 7(3) shall not apply to the NRG report
writing software."
2.8. an additional paragraph 7.2 be added to section 7 of
Schedule 5 to the Agreement:
"7.2 Litigation
The Seller is not engaged in any litigation or
arbitration proceedings as plaintiff or defendant and
no such proceedings have been threatened in the past
12 months in writing against Seller, in each case,
relating to the Business and which would be material
in the context of the Business taken as a whole."
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3. the provisions of clauses 18 and 19 of the Agreement shall be deemed
to apply MUTATIS MUTANDIS to this agreement as if set out in full in this
agreement.
(4.) This agreement shall be construed in accordance with English law.
The parties submit to the jurisdiction of the English courts for all purposes
relating to this agreement.
AS WITNESS the hands of the duly authorized representatives of the parties on
the date which first appears on page one.
SIGNED BY )
for and on behalf of )
MULTISOFT FINANCIAL ) /s/ Unreadable
SYSTEMS LIMITED )
in the presence of: )
SIGNED BY )
for and on behalf of )
IBIS SYSTEMS LIMITED ) /s/ Xxxxx X. Xxxxx
in the presence of: )
SIGNED BY )
for and on behalf of ) /s/ Unreadable
THE SAGE GROUP PLC )
in the presence of: )
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