Exhibit 10.05(a)
Agreement #: ______________
IMPLEMENTATION PARTNERS AGREEMENT
This agreement ("Agreement") is made as of the Effective Date by and between
PeopleSoft, Inc. ("PeopleSoft") a Delaware corporation having its principal
place of business at 0000 Xxxxx Xxxxxxxxxx Xxxxxxxxx, Xxxxxx Xxxxx, XX 00000
and The Hunter Group ("Implementor") a Maryland corporation having a place of
business at 00 X. Xxxxx Xxxxxx, Xxxxx 0X, Xxxxxxxxx, XX 00000.
The parties agree as follows:
1. Definitions
"Effective Date" means October 1, 1993.
"End Users" means only those end user customers of PeopleSoft who have
licensed the Software directly from PeopleSoft for internal use in the
Territory. End Users do not include entities with reseller or distribution
rights.
"Implementation Tools" shall consist only of software developed by
Implementor using the Software which Implementor utilizes solely in
connection with the provision of Services to End Users. Implementation Tools
do not include any PeopleSoft Software.
"Services" means the services provided by Implementor to assist End Users
with the planning for and implementation of the Software. *
"Software" means the software developed or licensed by PeopleSoft to
Implementor, including but not limited to the PS/HRMS product, PS/Financial
products and PeopleTools. Software is more fully described in Exhibit A-1.
"Term" means the period commencing on the Effective Date and ending * later.
"Territory" means only the United States and Canada.
2. Grant of License/Implementation Services to be provided
PeopleSoft grants Implementor a nonexclusive, nontransferable license,
pursuant to PeopleSoft's standard License Agreement incorporated as Exhibit
B, to use the Software to develop Implementation Tools solely in connection
with Implementor's provision of Services to End Users located in the
Territory. *
3. PeopleSoft's responsibilities
Upon Implementor's payment of the applicable fees specified hereunder,
PeopleSoft shall provide Implementor with the pertinent Software and shall
designate Implementor as a participant in PeopleSoft's Implementation Partner
Program.
Once PeopleSoft receives Implementor's detailed corporate overview document,
PeopleSoft shall prepare a one-page company standard profile containing
Implementor's marketing data. PeopleSoft shall provide this standard profile
to PeopleSoft's End Users and business prospects.
PeopleSoft shall permit Implementor to attend PeopleSoft's annual user
conference and participate in the product fair. Implementor shall be
responsible for its own costs.
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* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
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PeopleSoft shall provide Implementor with access to PeopleSoft's Hotline
Technical Support toll-free number and service.
PeopleSoft shall provide Implementor with training for the Software in
accordance with its Implementation Partners Program *
PeopleSoft shall provide Implementor with *
4. Acquisition of Software licenses
Implementor acquires a license to use the Software solely in accordance with
PeopleSoft's standard License Agreement attached hereto as Exhibit B and made
a part hereof. The Software acquired is specified in the configurations and
at the license fees specified in Exhibit A. Implementor may be entitled to
apply license fees previously paid to PeopleSoft towards the license fees due
under this Agreement. The amount of the license fee credit, if any, shall be
listed in Exhibit A.
5. Representations and Disclaimers
*
6. Limitation of Liability
*
7. Independent Contractor Status
Implementor performs this Agreement as an independent contractor, not as an
employee of PeopleSoft. Nothing in this Agreement is intended to construe
the existence of a partnership, joint venture, or agency relationship between
Implementor and PeopleSoft.
8. Protection of Confidential Information
All information received by either party which concerns the parties nonpublic
business strategy, technical data, software designs, specifications, or
configurations shall be considered confidential, as will information which is
clearly marked "confidential." Both parties shall use reasonable commercial
efforts to refrain from disclosing such confidential information to anyone
but personnel working under this Agreement. Neither party shall have a
non-disclosure obligation with respect to information claimed to be
confidential or proprietary to the other in the event such information is
disclosed or released to the public through no fault of the other or which
was rightfully known by the other party prior to disclosure herein.
9. Termination
Either party may terminate this Agreement at any time after the Term by
giving the other party thirty (30) days written notice of termination. In the
event of termination within or on the last day of the Term, PeopleSoft's sole
obligation, provided such termination is not due to a breach by Implementor,
shall be to pay *
After the Term, this Agreement shall renew for additional *
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* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
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In the event of a termination after the Term for any reason, PeopleSoft shall
have no obligation to return any portion of license fees previously paid by
Implementor.
10. General
This Agreement shall be governed by the laws of *. All
notices and demands shall be made in writing and delivered to the other party
at the respective address set forth above or as modified from time to time in
writing. If any provision of this Agreement is held to be unenforceable, the
other provisions shall nevertheless remain in full force and effect. This
Agreement is the entire understanding of the parties with respect to the
subject matter hereof and may only be amended or modified by a writing signed
by an authorized representative of each party. In the event of conflict
between the terms of this Agreement and License Agreement in Exhibit B
attached, this Agreement shall take precedence.
This Agreement is effective as of the Effective Date.
Implementor
The Hunter Group PeopleSoft, Inc.
/s/ Xxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxx
_________________________________ __________________________________
Authorized signature Authorized signature
/s/ Xxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxx
Senior Vice President Vice President of Account Services
_________________________________ __________________________________
Printed name and title Printed name and title
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* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
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EXHIBIT A
Implementor's use of PeopleTools
---------------------------------
One (1) PeopleTools license will be provided with the Software acquired by
Implementor to enable Implementor to develop Implementation Tools only.
Implementor or its consultants shall not use PeopleTools software to develop
application software other than for use by their individual End Users for
their internal business purposes.
Implementation Partner Price List
---------------------------------
Implementor shall pay PeopleSoft the following license fees in accordance
with the software license attached hereto as Exhibit B, for the specific
Software products acquired by Implementor as set forth below:
*
/s/ Xxxx X. Xxxxxx
------------------ --------------------
THG: Xxxx Xxxxxx PS:
Sr. VP
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* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
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Exhibit A-1
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"Software" descriptions
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SQLBase LAN HRMS Product Definition:
------------------------------------
- HUMAN RESOURCES ("PS/HR"): Includes General Tables, Personnel
Administration, Recruitment, Position Management, Training and
Development, Health and Safety, Skills Inventory, Career Planning, and
EEO/Affirmative Action Planning. Also provides reference tables to define
benefit programs and plans, individual plan enrollment panels, and
capabilities to perform discrimination testing -- 401(k) and 401(m) -- and
identification of highly compensated employees.
- BENEFITS ADMINISTRATION ("PS/Benefits"): Includes customer-defined
eligibility criteria and enrollment rules, automatic election validation,
open enrollment management, event maintenance, and credit calculations.
- FLEXIBLE SPENDING ACCOUNT ADMINISTRATION ("PS/FSA"): Provides support for
Flexible Spending Account (FSA) administration. Includes capabilities for
FSA claims tracking and processing. Extensive editing is provided to ensure
funds are available and/or pledged and duplicate claims are not processed.
Check preparation for reimbursement is also supported.
- PAYROLL PROCESSING ("PS/Payroll"): Includes Employee Payroll Data, Pay
Process Tables, Paysheets, Paysheet Processing, Payroll Calculation,
Payroll Confirmation, Payroll Reporting, and Tax Reporting.
- EXTERNAL PAYROLL INTERFACE ("PS/Paylink"): Provides capabilities to allow
for the creation of an interface to external payroll systems. Includes
payroll panels and records required to calculate deductions and view
payroll balances. Also includes the Deduction Calculation program to
calculate both benefit and general deductions.
- PeopleTools
- OS/2 version of the SQLBase multi-user database
- One (1) LAN license to use SQR with licensed products on DOS workstations
- Access to the Product by ten (10) user workstations.
SQLBase Single-User HRMS Product Definition:
--------------------------------------------
- HUMAN RESOURCES ("PS/HR"): Includes General Tables, Personnel
Administration, Recruitment, Position Management, Training and Development,
Health and Safety, Skills Inventory, Career Planning, and EEO/Affirmative
Action Planning. Also provides reference tables to define benefit programs
and plans, individual plan enrollment panels, and capabilities to perform
discrimination testing -- 401(k) and 401)m) -- and identification of
highly compensated employees.
- BENEFITS ADMINISTRATION ("PS/Benefits"): Includes customer-defined
eligibility criteria and enrollment rules, automatic election validation,
open enrollment management, event maintenance, and credit calculations.
- FLEXIBLE SPENDING ACCOUNT ADMINISTRATION ("PS/FSA"): Provides support for
Flexible Spending Account (FSA) administration. Includes capabilities for
FSA claims tracking and processing. Extensive editing is provided to
ensure funds are available and/or pledged and duplicate claims are not
processed. Check preparation for reimbursement is also supported.
- PAYROLL PROCESSING ("PS/Payroll"): Includes Employee Payroll Data, Pay
Process Tables, Paysheets, Paysheet Processing, Payroll Calculation,
Payroll Confirmation, Payroll Reporting, and Tax Reporting.
- EXTERNAL PAYROLL INTERFACE ("PS/Paylink"): Provides capabilities to
allow for the creation of an interface to external payroll systems.
Includes payroll panels and records required to calculate deductions and
view payroll balances. Also includes the Deduction Calculation program to
calculate both benefit and general deductions.
- PeopleTools
- OS/2 version of the SQLBase single-user database
- One(1) single-user license to use SQR with the licensed Product
SQLBase LAN Financials Product Definition:
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- General Ledger, Accounts Receivable, Accounts Payable, and Asset
Management application product.
- PeopleTools
- PS/n Vision
- OS/2 version of the SQLBase multi-user database
- One (1) LAN license to use SQR with licensed products on DOS workstations
- Access to the Product by ten (10) user workstations.
SQLBase Single-User Product Definition:
---------------------------------------
- General Ledger, Accounts Receivable, Accounts Payable, and Asset
Management application product.
- PeopleTools
- PS/n Vision
- OS/2 version of the SQLBase single-user database
- One (1) single-user license to use SQR with licensed Product
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EXHIBIT B
LICENSE AGREEMENT
This License Agreement ("License Agreement") is part of the Implementation
Partners Agreement between PeopleSoft, Inc. and THE HUNTER GROUP
("Implementor").
PeopleSoft grants Implementor a non-exclusive, non-transferable license to
use the Product solely for use in connection with Implementor's
responsibilities under the Implementation Partners Agreement between the
parties. Implementor shall pay PeopleSoft the license fees set forth in
Exhibit A to the Implementation Partners Agreement.
A. License
*
B. Term
This License Agreement shall remain in force until the Implementation
Partners Agreement is terminated. Either party has the right to terminate
this Licence Agreement if the other party is in breach of their material
obligations under this License Agreement, which breach is incapable of cure
or which, being capable of cure, has not been cured within *
after receipt of written notice of such breach from the non-breaching party
or within such additional cure period as the non-breaching party may
authorize. Implementor agrees, upon such termination, *
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* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
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C. Fees
1. Implementor agrees to pay PeopleSoft *
2. All fees and payments are in U.S. dollars.
D. Limited Warranty; Limitation of Liability
*
E. Infringement Indemnity
*
F. General Indemnity
*
G. Title
1. Title and ownership rights to the Product shall remain with the
respective manufacturers.
2. Implementor agrees the Product is or contains manufacturer's proprietary
information and trade secrets, whether or not any portion thereof may be
copyrighted or patented.
3. Implementor agrees that modification s by Implementor to the HRMS
Products, however extensive, shall not reduce PeopleSoft's title and
ownership rights in that Product.
4. PeopleSoft warrants that it has the right to license and distribute any
of the Products identified in Exhibit A of the Implementation Partners
Agreement.
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* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
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H. Nondisclosure
1. Implementor agrees to take all reasonable steps necessary to ensure the
Product, or any portion thereof, in any form, is not made available or
disclosed by Implementor or by any of Implementor's employees to any other
person.
2. Implementor agrees to take appropriate action, whether by instruction,
agreement or otherwise, and whether with Implementor's employees or others,
to ensure the protection, confidentiality and security of, and to satisfy
Implementor's obligations under this License Agreement with respect to the
use, confidentiality and copying of the Product.
I. Taxes
*
J. Product Maintenance
PeopleSoft will provide Implementor with Product Maintenance Service
("Service") described in Schedule I attached to this License Agreement.
This Service is comprise of the changes to the Product which PeopleSoft
undertakes in the course of its general modification and/or enhancement
activities. This Service shall be provided by PeopleSoft *
K. General
If any of the provisions, or portions thereof, of this License Agreement are
invalid under any applicable statute or rule of law, they are to that extent
to be deemed omitted. This License Agreement shall be governed by the laws
of the *. Should litigation arise concerning this License
Agreement, the prevailing party shall be entitled to its attorney's fees and
court costs, in addition to any other relief it may be awarded. The
preprinted terms and conditions of any purchase order or ordering document
issued by Implementor in connection with this License Agreement which are in
addition to or inconsistent with the terms and conditions of t his License
Agreement shall not be binding on PeopleSoft and shall not be deemed to
modify this License Agreement.*
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* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
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SCHEDULE 1 TO LICENSE AGREEMENT
PRODUCT MAINTENANCE SERVICE
PeopleSoft will provide Product Maintenance Service (hereafter "Service")
which is comprised of *. Service includes the
following:
*
Significant improvements and corrections will be distributed on a continuous
basis; upgraded versions of the Product, which incorporate the improvements
and corrections as well as enhancements, will be distributed on a scheduled
basis. Documentation revisions and additions will be delivered to reflect the
current versions of the Product.
*
Implementor's changes to the Product which are authorized by the terms of the
License Agreement or otherwise consented to by PeopleSoft do not invalidate
this Service agreement; however, it is Implementor's responsibility to ensure
there are adequate controls on its modifications so as not to preclude or
impede the effectiveness of this Service.
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* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
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SCHEDULE 2 TO LICENSE AGREEMENT
Terms and conditions for PeopleSoft PS/Forum ("PS/Forum") as part of Product
Maintenance Service ("Service"):
1. Implementor has the right to access the PS/Forum system as long as
Implementor remains a subscriber to Service and has executed the PS/Forum
License Agreement. PeopleSoft agrees to have PS/Forum available 24 hours
per day, except for scheduled backups and occasional maintenance.
Implementor agrees to provide all equipment or software and to pay any
telephone charges necessary to access PS/Forum. Implementor is provided
with one copy of Lotus Notes-TM- as part of Service. Implementor agrees to
install this software on a single machine. The Lotus Notes program
constitutes copyrighted and proprietary information of Lotus. Implementor
may copy Lotus Notes for backup purposes only. Implementor shall not
alter, modify, or adapt Lotus Notes, including but not limited to
translating, decompiling, disassembling or creating derivative works.
2. PROPRIETARY RIGHTS: PeopleSoft retains all and exclusive rights to all
material entered by PeopleSoft into PS/Forum. In the event that
PeopleSoft issues maintenance releases and program fixes available
through PS/Forum, Implementor shall access only those programs that are
applicable to the Products Implementor has licensed in the License
Agreement. Implementor may only access the information in PS/Forum that is
deemed appropriate at the sole discretion of PeopleSoft. Information that
is retrieved through PS/Forum is considered PeopleSoft proprietary and
confidential and must be treated as such. Implementor agrees not to
reproduce, redistribute, retransmit, publish, or otherwise convey this
information except within Implementor's company and other licensed
PeopleSoft customers.
3. *
4. GRANT OF RIGHTS TO PEOPLESOFT: PeopleSoft shall have the non-exclusive
right to publish and distribute worldwide through PS/Forum, in all
languages, and in association with Implementor's name, any material
(including software programs) entered by Implementor into PS/Forum.
5. *
6. *
7. *
8. This agreement is effective during the Service subscription period for
which Implementor has paid. Upon termination of the Service subscription
period, * By entering into this agreement, Implementor expressly acknowledges
that PS/Forum is provided by PeopleSoft for the convenience of its customers
and that nothing in this agreement obligates PeopleSoft to provide PS/Forum
or to continue its operation for any period of time. This agreement shall be
governed by the laws of the State of California. Implementor may not assign
or transfer this agreement. This agreement constitutes the entire
understanding between Implementor and PeopleSoft regarding PS/Forum. This
agreement may not be amended except in writing signed by both parties.
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* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
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