Date: October 21, 1999
Exhibit 10.10
AUTHORIA, INC.
Annual Support and Maintenance Agreement (Outsourcer)
for Software Licensed Under
Software License Agreement #: 06099901
THIS AGREEMENT is by and between AUTHORIA, INC., a Delaware corporation with
offices at 00 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000 ("Authoria") and the following
Licensee:
Licensee Name: TriNet VCO
Address: 000 Xxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Principal Contact: Xxxxxx Xxxxxxx
1. Maintenance Services. Subject to the following terms and conditions,
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Authoria agrees to provide the above-named Licensee with, and, during the
term of the License Agreement (defined below), Licensee agrees to subscribe
to, the maintenance services described on the Maintenance Services Schedule
attached hereto ("Maintenance Services"), with respect to Authoria Software
licensed under the Software License Agreement reference above (the "License
Agreement"). All terms contained herein and not otherwise defined shall have
the meaning set forth in the License Agreement.
2. Term; Termination. The initial term of this Agreement is five years,
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beginning on the effective date of the License Agreement. Thereafter, this
Agreement shall automatically renew from year to year, provided that
Authoria may terminate this Agreement upon ninety (90) days prior written
notice to Licensee. This Agreement will automatically terminate: (i) upon
expiration or termination of the License Agreement; or (ii) in the event
that Licensee fails to pay the Maintenance Fee when due. Either party may
terminate this Agreement if the other party commits a material breach of its
terms which is not cured within thirty (30) days after written notice of
such breach.
3. Fees. Maintenance Fees are set forth on the Maintenance Services
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Schedule attached hereto, and are exclusive of, and Licensee agrees to pay,
any reasonable travel and living expenses incurred in connection with the
provision of Maintenance Services under this Agreement. The first Annual
Maintenance Fee is payable upon execution of this Agreement. Subsequent
Annual Maintenance Fees shall be payable thereafter annually in advance on
or before the anniversary date of this Agreement. The Annual Maintenance
Fees following the initial 60 month term shall not exceed 108% of the rates
provided in this Agreement for the modules licensed for the then current
life count.
4. Limited Warranty. Authoria WARRANTS THAT THE MAINTENANCE SERVICES
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WILL BE PERFORMED IN A WORKMANLIKE MANNER IN ACCORDANCE WITH INDUSTRY
STANDARDS. Authoria MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH
RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED
TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR ANY OTHER WARRANTY OF ANY KIND RESPECTING AND MAINTENANCE
SERVICES PERFORMED HEREUNDER OR ANY MATERIALS FURNISHED HEREUNDER.
5. Limitation of Liability. THE CUMULATIVE LIABILITY OF Authoria TO
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LICENSEE FOR ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT, WHETHER
IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE MAINTENANCE FEES PAID
TO Authoria WITHIN THE PRIOR YEAR. IN NO EVENT WILL Authoria BE LIABLE TO
LICENSEE FOR DAMAGES FOR LOSS OF DATA, LOST PROFITS, OR OTHER INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT,
EVEN IF Authoria HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR
ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATION OF LIABILITY AND
EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR
EFFECTIVENESS OF OTHER REMEDIES.
6. Source Code Availability. Authoria has placed a copy of the source
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code for the Software in escrow with a third party escrow agent. In the
event that Authoria ceases to do business in the ordinary course (other than
a cessation of business due to a sale of Authoria or its business, or any
other transaction where the maintenance of the Software is carried on by a
successor), voluntarily files for bankruptcy, or is adjudicated bankrupt,
while this Agreement is in effect, Authoria agrees to furnish to Licensee,
upon request and without charge, a single copy of Authoria's proprietary
source code for the current version of the Software then installed at
Licensee's site. Upon taking possession of the source code, Licensee may use
the source code only to perform warranty or maintenance obligations, and
such use of the source code by Licensee will be limited to the correction of
errors and maintaining the Software so that it operates in accordance with
its specified documentation. Under no circumstances does a release of the
source code authorize Licensee to expand the use of the Software beyond the
scope of the License.
Authoria Confidential 1
Authoria/TriNet Maint Agmt 100599
7. General.
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(a) This Agreement, including the Maintenance Services Schedule and any
other attachments hereto which have been signed by both parties, is the
complete and exclusive statement of the agreement between the parties
and supersedes all proposals or prior agreements, oral or written, and
all other communications between the parties relating to the subject
matter hereof. Any waiver or modification of the provisions of this
Agreement will be effective only if in writing and signed by the party
against whom it is to be enforced. In the event of a conflict with the
provisions of any other document, the provisions of this Agreement will
control.
(b) All notices or other communications required to be given hereunder
shall be in writing and delivered either personally or by U.S. mail,
certified, return receipt requested, postage prepaid, and addressed as
provided in this Agreement or as otherwise requested by the receiving
party. Notices delivered personally shall be effective upon delivery
and notices delivered by mail shall be effective upon their receipt by
the party to whom they are addressed.
(c) A delay or failure by either party to exercise any right or bring any
action, within one (1) year of the event giving rise to such right or
such cause of action, shall waive any and all rights relating to that
action.
(d) Licensee's rights hereunder may not be transferred by assignment,
operation of law or otherwise, except in connection with a permitted
transfer of the License.
(e) All provisions regarding warranty, liability and limits thereon shall
survive indefinitely.
(f) This Agreement shall be considered an agreement made in Massachusetts
and shall be governed by and construed in accordance with the laws of
the Commonwealth of Massachusetts.
Executed by the parties hereto as an instrument under seal as of the date first
written above.
AUTHORIA, INC.
/s/ XXX XXXXXXXXXXX 10/29/99 /s/ XXXXXXX X. XXXXXX 10/21/99
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Signature Date Signature Date
Xxx Xxxxxxxxxxx President & CEO Xxxxxxx X. Xxxxxx CFO
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Name Title Name Title
Authoria Confidential 2
Authoria/TriNet Maint Agmt 100599
Maintenance Services Schedule
for Software Licensed Under
Authoria Software License Agreement #: 06099901
Licensee Name: TriNet VCO
Designated Location: 000 Xxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Licensee Key Contact & Phone#: Xxxxxx Xxxxxxx
Authoria Telephone Support Number: 781-530-2000
Maintenance Services Elected: Software Maintenance Including Core Content
Maintenance
Annual Maintenance Fee: $27,000 per year based upon 20,000 covered individuals.
If the number of covered individuals for which Licensee
is licensed to use the Software increases beyond the
20,000 provided in the Software Schedule, Licensee will
promptly notify Authoria and will pay Authoria, within
thirty (30) days following such increase. The
additional Maintenance Fee will be equal to 18% per
year of the additional license fees stated in the
Software Schedule.
1. Telephone Support. Telephone Support consists of unlimited telephone support
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during Authoria's normal business hours, from 9:00 a.m. through 6:00 p.m.,
Monday through Friday, Eastern Standard Time, excluding Authoria holidays.
Such support will include the opportunity to consult with a member of
Authoria's technical support staff who will assist Licensee with the Software
capabilities, functionality and characteristics as described in the Software
Specifications and provide basic problem resolution assistance as required.
2. Maintenance Releases and New Versions. Authoria will make available to
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Licensee such point releases, updates and/or enhancements to the Software
which Authoria makes generally available to its Licensees at no additional
charge ("Maintenance Releases"). New versions and major releases of the
Software ("New Versions") will be made available to Licensees for an
additional charge. In the event that Authoria Services are required in
connection with Licensee's implementation of a Maintenance Release or New
Version, Licensee will be billed for such Services at Authoria's standard
rates then in effect. As Authoria makes available Maintenance Releases and
New Versions of the Software, Authoria reserves the right to discontinue or
modify the terms and conditions of support for non-current releases and
versions. Authoria shall provide at least 90 days notice of such
discontinuance or modification; provided, however, that Authoria will
continue to support non-current releases and versions of the Software for the
remainder of Licensee's then current Maintenance Services term.
3. Content Maintenance. Core Content Maintenance consists of such updates to the
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core content as are authored into the Software on an ongoing basis by
Authoria, including legislative changes and enhancements to existing topics
in the subjects licensed by Licensee. In the event that Licensee also elects
to purchase Customized Content Maintenance, Authoria will perform complete
maintenance of all of Licensee's benefits and human resources policy content,
both core and as customized to Licensee, and such Customized Content
Maintenance will be billed at normal Authoria service rates based on the
level of maintenance required.
4. Excluded Services. Excluded from the coverage of this Agreement are services
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resulting from misuse or modification of the Software by Licensee, failure or
interruption of any electrical power, or any accident or other cause external
to the Software, including, but not limited to problems or malfunctions
related to Licensee's network, database, third party software products,
and/or workstation configurations or Licensee's hardware. Such excluded
services, and additional consulting services such as lntranet consulting,
training, content setup and technical integration may be contracted for
separately at Authoria's then current labor rates, subject to Authoria's
agreement.
5. Licensee's Responsibilities. Licensee will have sole responsibility to notify
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Authoria promptly of all problems, to allow, if necessary, unrestricted and
free access to the Software, and to ensure that the a qualified Licensee
representative is available to provide assistance as necessary to perform
Maintenance Services hereunder.
Approved: Accepted:
Authoria, Inc. TriNet VCO
Authoria Licensee
By: /s/ XXX XXXXXXXXXXX 10/29/99 By: /s/ XXXXXXX X. XXXXXX 10/21/99
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Authorized Representative Date Authorized Representative Date
Authoria Confidential 3
Authoria/TriNet Maint Agmt 100599
