EXHIBIT 10.30
AMENDMENT TO SOFTWARE LICENSE AGREEMENT
AND SOFTWARE SUPPORT AGREEMENT
THIS AGREEMENT (the "Amendment"), is made as of June 4, 1999, (the "Effective
Date") by and between JDA SOFTWARE, INC., an Arizona Corporation ("JDA") and
XXXXX & XXXXXX, a Missouri corporation ("Licensee").
RECITALS
A. JDA and Licensee have previously entered into a Software License
Agreement, dated June 3, 1999 (the "License Agreement").
B. JDA and Licensee have previously entered into a Software Support
Agreement, dated June 3, 1999 (the "Support Agreement").
C. JDA and Licensee now desire to amend the License Agreement to provide
Licensee with additional software products on similar terms as the
software products licensed to Licensee in the License Agreement and
to amend the Support Agreement to provide Licensee with maintenance
for the additional software products which will be licensed.
NOW, THEREFORE, in consideration of the foregoing recitals, the execution of the
License Agreement and Support Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree:
AGREEMENT
I. The License Agreement is amended as follows:
A. SECTION 1.1 "Documentation" shall include the
Documentation set forth on Exhibit A-1 herein;
B. SECTION 1.3 "Standard Software" and SECTION 1.4,
"Module" shall include the modules of Software described
on Exhibit A-1. ("Additional Modules")
C. EXCLUSIONS. Section 6.1 shall not apply to the
Additional Modules.
D. ADDITIONAL MODULE FEES. Licensee shall pay to JDA
Additional Modules Fees in the amount of $324,750.00,
plus tax, for use of the Additional Modules for
Licensee's internal information processing at the number
of users indicated on Exhibit A-1. The Additional
Modules Fees shall be due and payable as follows:
(a) Fifty percent (50%) of the Additional Modules
Fees, plus tax on the entire Additional
Modules Fees, shall be due and payable on the
Effective Date; and
(b) Fifty percent (50%) of the Additional Module
Fees shall be due and payable fifty (50) days
after the Effective Date.
II. The Support Agreement is amended as follows:
A. THE EXHIBIT A shall be amended to include Additional
Modules.
B. SECTION 3.1 shall be amended to provide that Licensee
will pay to JDA in advance on the first day of each year
the Additional Modules Service Fee, commencing thirty
(30) days from the Effective Date of this Amendment and
continuing on the first day of each year thereafter. The
"Additional Modules Service Fee" will mean (a) for each
year of the first thirty-six (36) months for which the
Additional Modules Service Fee is payable, an amount
equal to twenty percent (20%) multiplied by the Fee paid
for the license of the Additional Modules, and (b)
during each successive twelve (12) month period (or
portion thereof) of this Amendment, the Additional
Modules Service Fee will be the Additional Modules
Service Fee
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increased by no more than five (5%) percent. Nothing in this
Agreement will prohibit increases in the Additional Modules
Service Fee as a result of Licensee's future licenses of
additional software. Nothing in this paragraph will affect the
Service Fees paid by Licensee under the Support Agreement.
III. Capitalized terms used herein and not defined herein shall have their
respective meanings assigned to them in the License Agreement and
Support Agreement.
IV. The License Agreement and the Support Agreement, as amended by this
Amendment, shall remain in full force and effect following the
execution and delivery of this Amendment. All terms not modified herein
shall apply to the Additional Modules as if such were licensed in the
License Agreement. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same agreement. This
Amendment shall be governed by and construed under and pursuant to the
laws of the State of Arizona, without regard to its principles of
conflicts of laws.
V. In the event of a conflict between the terms and conditions of this
Amendment and the terms and conditions of the License Agreement, or
Support Agreement, the terms and conditions of this Amendment shall
control.
IN WITNESS WHEREOF, the Parties hereto have executed and delivered this
Amendment, and it shall be effective, as of the Effective date.
XXXXX & XXXXXX JDA SOFTWARE, INC.
Signature /s/ Xxxxxxxx X. Xxxxxxx Xx. Signature /s/ Xxxxx X. Xxxxxxxxx
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Name Xxxxxxxx X. Xxxxxxx Xx. Name Xxxxx X. Xxxxxxxxx
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Title Vice President -- Finance Title Co-Chief Executive Officer
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Date 6/7/99 Date
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[Exhibit A-1 Additional Modules, omitted. The Registrant undertakes to
furnish supplementally a copy of such omitted exhibit to the Commission
upon request.]
