Exhibit 10.6
TEXACO INC.
INFORMATION TECHNOLOGY DEPARTMENT
MISCELLANEOUS WORK AGREEMENT
Agreement No. 1991/9 July 1, 1991
Agreement between NEON SYSTEMS. INC. with offices located at 0000 Xxxxx Xxxxx,
Xxxxx 000X, Xxxxxxx, Xxxxx 00000 (hereinafter called Contractor) and Texaco Inc.
with offices located at 0000 Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 (hereinafter
called Company).
TERM OF AGREEMENT:
This agreement shall commence on the date given above and shall continue until
terminated by either party with thirty days prior written notice. In the event
of any termination, Company's rights pursuant to the paragraph entitled LICENSE
RIGHTS shall continue and Contractor's obligations pursuant to the paragraphs
entitled INDEMNIFICATION, PROPRIETARY INFORMATION and HOLD HARMLESS shall
continue.
DESCRIPTION OF WORK:
1. To develop an application interface which will allow applications
running on a computer in an IBM System 370 or an IBM System 390 environment
where DB2 software is not present to issue SQL queries to DB2 software running
on a different computer which is also operating in the IBM System 370 or IBM
System 390 environment.
2. To develop an application interface which will allow applications
running on a computer in an IBM System 370 or an IBM System 390 environment to
extract data from relational databases operating on computers which function in
an operating environment other than IBM System 370 or IBM System 390.
3. To develop an application interface to allow computers operating in an
environment other than IBM System 370 or IBM System 390 to access data, with
client side static SQL, in a DB2 application running in an IBM System 370 or an
IBM System 390 environment.
4. To develop an application interface that will allow client systems
(such as, but not limited to, UNIX systems, IBM and IBM-compatible personal
computers, Apple Macintosh and
others) to access IMS running on host platforms by using TCP/IP, LU6.2 or other
communication protocols.
LOCATION OF WORK AND WORKING ARRANGEMENTS:
Contractor shall perform the work both in its own offices and on Company
premises, as required by the nature of the work. Company shall provide
Contractor with access to some of the Company's underutilized data-processing
resources, including the following:
- Up to 4 building passes to permit free access by Contractor's employees
to Company's offices at 0000 Xxxxx Xxxxx.
- Up to 4 "PROFS IDs" to permit Contractor's employees to communicate with
Company's employees on Company's PROFS system.
- Access to Company's "IBM Link" system.
- Use of up to 4 RSB PhoneMail box extensions to facilitate Company's
employees leaving messages for Contractor's employees.
- Up to 4 "LOGON Ids with dial-in privileges" to permit Contractor's
employees to access underutilized data-processing resources on Company's
"TULD" computer system.
- Permission to attend computer industry meetings (e.g., "GUIDE" and
"SHARE") as contractors to Company where such attendance by contractors is
allowed by the bylaws of the sponsoring organizations.
Contractor's use of Company facilities shall be limited to furtherance of its
obligations under this Agreement. Company reserves the right to charge, and
Contractor agrees to pay any such charge, for any usage by Contractor of Company
facilities which are not in furtherance of this Agreement.
AGREEMENT PRICE
Contractor shall perform the work at no cost to Company.
CONTRACTOR/COMPANY RELATIONSHIP
It is expressly understood and agreed that under no circumstances is the
Contractor to be considered the Company's employee or agent, and the Contractor
shall be an independent Contractor at all
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times during the performance of the work hereunder.
PROPRIETARY INFORMATION
During the term of this agreement, Contractor and/or Company may disclose
proprietary information to the other party. Neither Contractor nor Company
shall disclose proprietary information belonging to the other party to others or
use such information other than for the purposes of this agreement. However,
neither party shall be required to keep proprietary any information which is, or
becomes, publicly available, is already in that party's possession, or is
rightfully obtained from third parties.
RIGHTS IN DATA
All ideas, concepts, know-how and techniques created in the course of
Contractor's work hereunder shall be the property of Contractor, except that
Company shall have the right to use such ideas, concepts, know-how and
techniques in its own operations.
HOLD HARMLESS
The Contractor agrees to indemnify and hold the Company harmless from any and
all claims, demands, causes of action, and liability arising out of injury or
death to the person or damage to the property of, or any loss or expense
incurred by, the Contractor which arises out of or pursuant to the performance
of this agreement.
The Contractor agrees to indemnify and hold the Company harmless from any and
all claims, demands, causes of action, and liability arising out of injuries or
death to persons or injury, loss, expense, or damage to property caused by
Contractor during the performance of this agreement.
Contractor agrees that it and its employees are performing services as
independent contractors and accepts liability and responsibility for any
federal, state or, local employment taxes imposed. Contractor further agrees to
indemnify and hold the Company harmless against all claims, taxes, penalties,
interest, and costs which may be assessed against Company under any law, or rule
or regulation thereunder with respect to Contractor or its employees.
OWNERSHIP
It is specifically agreed between the parties that Contractor shall own of all
rights in the software or other products developed by Contractor pursuant to
this Agreement.
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LICENSE RIGHTS
It is specifically agreed that Contractor hereby grants to Company a worldwide,
perpetual, royalty free, paid-up license to use, copy, modify, and/or make
derivative copies of any software or other products developed or first reduced
to practice pursuant to this Agreement (PRODUCTS). For purposes of the license
granted hereunder, company shall include Texaco Inc., its subsidiaries and
affiliates, in which it owns directly or indirectly a 50% or greater interest,
and any parent of Texaco whether now in existence or later occurring.
Contractor, on an ongoing and timely basis, shall deliver to Company source code
and object code versions of, as well as supporting documentation for, the
Products.
MAINTENANCE
Contractor agrees to maintain the Products provided to Company pursuant to the
terms of this Agreement. Such maintenance shall include bug fixes, workarounds,
patches, updates, modifications, revised versions or new versions of the
Products. Such maintenance shall be provided at no cost to Company: 1) during
the term of this Agreement; 2) following the expiration of this Agreement if
Company continues to provide Contractor with access to Company's computing
resources for the purposes of enhancing or maintaining the Products and/or
developing other software products; or 3) for so long as Contractor markets all
or any of the Products. In the event that Contractor sells or otherwise
transfers the ownership of the Products or marketing rights to the products to
another company (hereinafter called Successor) at a time where Company is
receiving free maintenance as provided hereunder, the sales or transfer
agreement shall provide that Company shall receive free maintenance for so long
as all or any of the products are being marketed. In no event shall Company be
required to provide any resources to Successor.
INDEMNIFICATION
In the event that any action or proceeding, including an action or claim for
infringement of any United States or foreign letters of patent or copyright, is
brought by a third party against Company based upon use or possession of the
Products provided by Contractor, Contractor agrees at it's own cost and expense
to defend, indemnify and hold company harmless in respect to such action or
preceding and to promptly pay or reimburse Company for any losses, costs,
damages, obligations, judgements and fees suffered or incurred by company as a
result of such action or preceding. Company shall have the right, at it's own
expense and with counsel of it's own choice, to participate in the defense of
any such suit or action.
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AGREED:
TEXACO INC. Neon Systems, Inc.
By: /s/ Xxxxxxx X. Childs By: /s/ Xxxxx Xxxxxxxxx
----------------------------------- -----------------------------
Name: Xxxxxxx X. Childs Name: Xxxxx Xxxxxxxxx
-----------------------------------
Title: Director of Technology Support Title: President
-----------------------------------
Date: 12/20/91 Date: 12/20/91
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AMENDMENT A
The following is added to and made a part of the certain Miscellaneous Work
Agreement No. 1991/9 (Agreement) between Texaco Inc. (Company) and Neon Systems,
Inc. (Contractor). To the extent of any conflicts between the terms of this
Amendment A and the terms of the Agreement, this Amendment A shall control.
1. Section entitled LOCATION OF WORK AND WORKING ARRANGEMENTS. Following the
first bullet point at the top of page two add: "Said building passes to
provide 24 hours per day, 7 day per week access to the Company's offices at
0000 Xxxxx Xxxxx, including access to Company's high speed print facilities
at 0000 Xxxxx Xxxxx.
AGREED TO AND ACCEPTED.
TEXACO INC. Neon Systems, Inc.
By: /s/ Xxxxxxx X. Childs By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxxxx X. Childs Name: Xxxxx Xxxxxxxxx
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Title: Director Technology Support Title: President
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Date: 1/28/92 Date: 1/28/92
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AMENDMENT B
The following is added to and made a part of that certain MISCELLANEOUS WORK
AGREEMENT NO. 1991/9 (AGREEMENT) between TEXACO INC. (COMPANY) and NEON SYSTEMS,
INC. (CONTRACTOR). To the extent of any conflicts between the terms of the
Agreement and the terms of this Amendment B, the terms of this Amendment B shall
control.
1. Add a new section entitled BUILDING ACCESS
"Contractor will be permitted to bring visitors or guests onto Company's
facility at 0000 Xxxxx Xxxxx. Said access shall be granted on a 24 hour
per day, seven day per week basis. Contractor shall be solely liable for
the conduct and safety of said visitors or guests while on Company
premises. Contractor shall take all reasonable steps to insure that such
guests or visitors do not have access to Company's confidential or
proprietary information. Any such guest or visitor shall sign such forms
as Company requires prior to being granted access to Company's facility.
Such guests and visitors shall be treated as employees of Contractor for
purposes of the HOLD HARMLESS clause of the Agreement.
AGREED TO AND ACCEPTED.
TEXACO INC. Neon Systems, Inc.
By: /s/ Xxxxxxx X. Childs By: /s/ Xxxxx Xxxxxxxxx
----------------------------------- -----------------------------
Name: Xxxxxxx X. Childs Name: Xxxxx Xxxxxxxxx
----------------------------------- -----------------------------
Title: Director of Technology Support Title: President
----------------------------------- -----------------------------
Date: 5/28/92 Date: 5/28/92
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AMENDMENT C
The following is added to and made a part-of that certain MISCELLANEOUS WORK
AGREEMENT NO. 1991/9 (AGREEMENT) between TEXACO INC. (COMPANY) and NEON SYSTEMS,
INC. (CONTRACTOR). To the extent of any conflicts between the terms of the
Agreement and the terms of this Amendment C, the terms of this Amendment C shall
control.
1. Add the following new section entitled TELEPHONE USAGE:
"Effective December 1, 1992 Contractor agrees to reimburse Company for any
long distance telephone charges, except for charges for long distance calls
made on Company's TEXNET system, incurred by Contractor personnel while on
Company premises or using company facilities. Company shall be responsible
for costs for local telephone calls made from Company's telephone
facilities and for costs associated with company's premise telephone
facilities. Nothing contained herein shall require Company to modify its
current telephone facilities."
AGREED TO AND ACCEPTED.
TEXACO INC. Neon Systems, Inc.
By: /s/ Xxxxxxx X. Childs By: /s/ Xxxxx Xxxxxxxxx
----------------------------------- -----------------------------
Name: Xxxxxxx X. Childs Name: Xxxxx Xxxxxxxxx
----------------------------------- -----------------------------
Title: Director of Technology Support Title: President
----------------------------------- -----------------------------
Date: 11/30/92 Date: 11/30/92
----------------------------------- -----------------------------
AMENDMENT D
The following is added to and made a part or that certain MISCELLANEOUS WORK
AGREEMENT NO. 1991/9 (AGREEMENT) between TEXACO INC. (COMPANY) and NEON SYSTEMS,
INC. (CONTRACTOR). To the extent of any conflicts between the terms of this
Amendment D and the terms of the Agreement, the terms of this Amendment D shall
control.
1. Effective January 1, 1995 this Agreement will be assigned from Texaco Inc.
to Texaco Group Inc. The right to use Products developed pursuant to this
Agreement set forth in the section entitled "LICENSE RIGHTS" shall not be
diminished as a result of this assignment.
2. DESCRIPTION OF WORK
Add: "5. To develop a set of products to facilitate Client/Server
connectivity to non-mainframe database, including but not limited to
Oracle, Sybase, Informix, DB2/6000, and DB2/2. These products will include
a client ODBC driver and a host based server component. The overall
architecture will be the same as the existing Shadow Direct product but
designed to access different database environments than those accessed by
Shadow Direct."
Add: "6. To develop a set of applications to allow Web Client access to
data residing in database products such as, but not limited to, DB2 (all
cpu operating systems and platforms), IMS, Oracle and Sybase. To allow
existing and future Shadow Servers to serve Web Client as well as ODBC
clients."
3. LOCATION OF WORK AND WORKING ARRANGEMENTS
At the end of the section add: "Contractor will be entitled to an
additional 20 LOGON ID's with dial-in privileges. Company reserves the
right to charge Contractor the fair-market value of these additional
services. Contractor acknowledges that Company provided office space and
equipment will not be available after December 1, 1995. Contractor shall
vacate all Company provided office space no later than December 1, 1995."
AGREED TO AND ACCEPTED.
TEXACO INC. Neon Systems, Inc.
By: /s/ X. XxXxxxxx By: /s/ F. Xxxxxx Xxxxxx
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Name: X. XxXxxxxx Name: F. Xxxxxx Xxxxxx
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Title: Chief Architect Title: CEO
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Date: 9/7/95 Date: 8/29/95
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