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EXHIBIT 10.6
COGNOS DESKTOP OEM AGREEMENT
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This Agreement, effective the 28th day of February, 1994, (the "Effective
Date") between:
COGNOS CORPORATION
a Delaware corporation located at
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxxx
00000-0000
(on behalf of itself and its subsidiaries and affiliates)
Xxxx Xxxxxx (000) 000-0000
--------------------------
CONTACT PERSON/TELEPHONE
(herein referred to as "COGNOS")
- and -
DELTEK SYSTEMS. INC.
0000 Xxxxxxxxxx Xxxxx
Xxxxx 000
XxXxxx, XX 00000
Xxx xxXxxxx (000) 000-0000
--------------------------
CONTACT PERSON/TELEPHONE
(herein referred to as "OEM")
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1.0 DEFINITIONS
For the purpose of this Agreement, the following words are defined terms:
1.1 "Software" means that version of the information processing
program(s), ("Programs") in object code or binary form only, stored on
some medium, and Related Documentation(as hereinafter defined),
developed or marketed by COGNOS under the trade names set out in
Schedule A subject to the restrictions also set out in Schedule A.
1.2 "Related Documentation" shall mean the user manuals,
documentation normally included in the sealed package on delivery of
the Software and source code documentation as described in Schedule A.
1.3 "OEM Product" shall mean one of the OEM's software products
described in Schedule A.
1.4 "Shrink Wrap License" means that document included in the
sealed package on delivery of the Software authorizing an end user to
use the Program and Related Documentation.
2.0 GRANT OF DISTRIBUTION RIGHTS
2.1 COGNOS hereby grants to OEM during the term of this Agreement,
and OEM hereby accepts, subject to the terms and conditions contained
in this Agreement, a non-exclusive, non-transferable right in the
Territory to (a) copy and manufacture the Software, or parts thereof,
only when incorporated into an OEM Product; and (b) market, demonstrate
and distribute the Software as part of the OEM Product to end user
customers for use on computers located in the Territory; and (c)
sublicense end user customers the right to use the Software as part of
the OEM product. Nothing herein shall prevent end user customers from
accessing third party software with the Software, provided the
Software is incorporated into an OEM product and further provided that
the source of data is restricted to the application server on which
the OEM product resides.
2.2 OEM shall have the right to make sufficient royalty-free
copies of the Software for internal development, testing and
demonstration purposes only.
2.3 For greater certainty, OEM shall not be entitled to use the
license granted above except as incorporated into an OEM Product.
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2.4 For the protection of COGNOS, the OEM shall license the OEM
Product to end users subject to terms and conditions of similar effect
to those in the Shrink Wrap License.
2.5 COGNOS shall use its best effort to remove the name COGNOS or
any trade name or trade xxxx associated with the Software from the
Software when incorporated into an OEM Product so that the fact that
the Software is incorporated into the OEM Product is not apparent to
an end user. OEM shall have the right to use a xxxx or logo
authorized by COGNOS, indicating that OEM is an OEM partner of COGNOS.
3.0 OEM'S OBLIGATIONS
3.1 OEM shall use its best efforts to market, demonstrate and
distribute the Software as part of the OEM Product to customers in the
Territory.
3.2 OEM shall not make any reference or claim about COGNOS or the
Software except as set out in COGNOS's current sales literature.
3.3 OEM shall provide its customers with Level 1 technical
support for the Software as described in Schedule C.
3.4 OEM shall provide COGNOS, within thirty (30) days of
execution of this Agreement and each renewal hereof, a business
summary statement respecting the future marketing and distribution
efforts contemplated by the OEM. OEM shall provide COGNOS with a
written monthly sales report, on or before the twentieth (20th)
business day of any month specifying: (i) for each OEM Product
licensed during the previous month: customer name, address and number
of copies licensed and royalties owed COGNOS; and (ii) payment for any
fees that may be due COGNOS.
4.0 COGNOS'S OBLIGATIONS
4.1 COGNOS shall deliver to OEM a master disk for the Software,
the Related Documentation and source code from which OEM may modify
and copy the Software as permitted pursuant to this Agreement. COGNOS
shall use its best effort to ensure that the Software is compatible
with the environment in which it is designed to operate.
4.2 COGNOS shall integrate OEM's logo into the Software so that
it will be displayed at initial program load. OEM shall provide its
logo to COGNOS in a BMP format with such compatibility as COGNOS may
require.
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4.3 COGNOS shall provide training in the operation and use of the
Software to OEM's staff at a Cognos office as set forth in Schedule B.
Travel and living expenses of OEM staff shall be borne and paid by OEM.
4.4 COGNOS shall make available to OEM, for the benefit of
subscribing end-users, Level 2 maintenance and upgrade options to the
OEM as described in Schedule C.
5.0 LICENSE FEES AND CHARGES
5.1 OEM shall pay to COGNOS the fees set out in Schedule B.
5.2 All sales and other taxes relating to a Software order,
including those levied by federal, state, municipal or other
governmental authority, shall be paid by OEM.
5.3 All monies are due and payable under this Agreement by OEM as
set forth in Section 3.4 and Schedule B. OEM shall pay interest on
accounts overdue by more than thirty (30) days at a rate of one and
one half percent (1.5%) per month (18% annually) or the maximum legal
interest rate, whichever is less.
5.4 COGNOS may change the terms of payment if OEM's previous
payment record shows that OEM is consistently in arrears by sixty (60)
days or more. OEM will be advised in writing of any change in the
payment terms.
6.0 ACKNOWLEDGMENT OF COGNOS OWNERSHIP RIGHTS
6.1 OEM acknowledges that the Programs contain confidential and
proprietary information and trade secrets belonging to COGNOS and its
licensors, and that title and ownership rights to the Programs shall
remain exclusively with COGNOS and its licensors. OEM's rights to the
Software are strictly limited to those specifically granted in this
Agreement. In particular, OEM shall not reverse compile the
Software.
7.0 CONFIDENTIAL INFORMATION
7.1 In order for OEM and COGNOS to effectively carry out their
respective obligations hereunder, each may from time to time disclose
to the other confidential information relating to its business and
affairs ("Confidential Information"). Neither party shall disclose
Confidential Information of the other to any third party without the
express written consent of the other party, and not make use of any
Confidential Information other than in the performance of this
Agreement. Each party shall use at least the same degree of care to
avoid disclosure of Confidential Information as it uses with respect
to its own Confidential
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Information. Each party acknowledges a relationship of trust and
confidence with respect to the Confidential Information of the other.
7.2 Confidential Information shall be clearly designated in
writing as confidential, or if verbally disclosed, identified as being
confidential. Confidential Information does not include:
(a) information generally available to or known to the public;
(b) information previously known to the recipient;
(c) information independently developed by the recipient outside
the scope of this Agreement; or
(d) information lawfully disclosed by a third party.
7.3 The Software and the provisions of this Agreement are
"Confidential Information".
8.0 WARRANTY
8.1 EXCEPT TO THE EXTENT SET OUT IN THE SHRINK-WRAP LICENSE, THE
SOFTWARE IS NOT WARRANTED TO OEM OR END USER CUSTOMERS IN ANY WAY.
COGNOS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH
RESPECT TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO, THOSE OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8.2 COGNOS agrees to provide OEM with the support and maintenance
services set forth in Schedule C.
9.0 LIMITATION OF LIABILITY
9.1 Neither party shall be liable or deemed to be in default for
any delay or failure to perform its obligations hereunder if such
failure results directly or indirectly from any cause beyond its
reasonable control.
9.2 COGNOS SHALL IN NO EVENT BE LIABLE TO OEM FOR LOSS OF PROFITS,
OR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES,
INCLUDING COSTS OR LEGAL EXPENSES, IN CONNECTION WITH THE SUPPLY, USE
OR PERFORMANCE OF THE SOFTWARE.
9.3 COGNOS'S TOTAL LIABILITY TO OEM FOR ANY CLAIM FOR DAMAGES
UNDER THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT
EXCEED THE SUM OF TWENTY THOUSAND DOLLARS ($20,000).
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10.0 INDEMNITY
10.1 OEM shall indemnify and hold COGNOS harmless from and against
any claims or actions ("claims") made by any third party arising from
any damages, costs, or losses arising from the performance of the OEM
Product except claims directly arising from the performance of the
Software.
11.0 TERM AND TERMINATION
11.1 The term of this Agreement shall commence on the Effective
Date and shall continue in force until midnight on the fifth (5th)
anniversary of the Effective Date. Thereafter, this Agreement shall be
automatically renewed for additional one (1) year terms. During any
renewal term either party may terminate this agreement by giving
thirty (30) days written notice.
11.2 Either party ("Terminating Party") may immediately terminate
this Agreement or suspend any rights granted under it on notice to the
other, if the other party ("Defaulting Party"):
(a) breaches any material term of this Agreement;
(b) merges or becomes amalgamated with another firm, person or
corporation which the Terminating Party, in its sole opinion,
deems to be a competitor;
(c) fails to perform any obligation under this Agreement within
fifteen (15) days after notice from the Terminating Party; or
(d) ceases to conduct business in a normal course, becomes
insolvent or is declared bankrupt.
11.3 On expiration or termination, each party shall promptly remit
to the other all unpaid monies due under this Agreement. OEM shall
either return to COGNOS or destroy all copies of the Software in its
possession and provide a certificate from an officer of OEM to that
effect.
11.4 The obligations set forth in Sections 2.0 and 7.0 shall
survive expiration or termination of this Agreement.
12.0 AUDIT RIGHTS
12.1 OEM grants COGNOS the right, which COGNOS will exercise
reasonably and at its own expense, to enter OEM's premises during
business hours on forty-eight (48) hours notice for the purpose of
examining OEM's relevant books and records or to have such books and
records examined by its certified public accountant to verify the
locations and
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hardware into which copies of the Software have been installed by OEM
as well as OEM's fulfillment of its obligations set forth herein.
13.0 NOTICE
13.1 Any notices, requests or demands shall be in writing and
delivered or mailed to the other party at the address written on the
front page of this Agreement. Each party shall promptly give written
notice of any change in its address or addressee. All notices shall
be sent either by registered or certified mail, postage prepaid, or by
facsimile transmission with answerback. Notices shall be deemed to be
received on the fifth (5th) business day after mailing, or if given by
facsimile transmission, upon transmission. In the case of a mail
interruption such notices, requests or demands shall be delivered by
prepaid courier delivery or facsimile transmission with answerback.
14.0 GENERAL PROVISIONS
14.1 The Schedules to this Agreement are incorporated into and
form part of this Agreement.
14.2 OEM is an independent contractor and the parties are not
agents or legal representatives of each other and have no power of
attorney to represent, act for, bind or commit each other except as
described in this Agreement. Neither execution nor performance of
this Agreement shall be construed to have established any joint
venture or partnership between COGNOS and OEM.
14.3 No delay or failure in exercising any right hereunder and no
partial or single exercise thereof shall be deemed to constitute a
waiver of such right or any other rights hereunder. No consent to a
breach of any express or implied term of this Agreement shall
constitute a consent to any subsequent breach.
14.4 If any provision of this Agreement is not enforceable, the
remainder of this Agreement shall remain in full force and effect.
14.5 OEM shall not assign all or any portion of its rights under
this Agreement without the prior written consent of COGNOS.
14.6 All covenants, agreements and conditions of this Agreement
shall be binding upon and enure to the benefit of both parties and
their representatives.
14.7 This Agreement and any matters relating thereto shall be
governed, construed and interpreted in accordance with the laws of the
Commonwealth of Massachusetts.
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14.8 This Agreement constitutes the full and entire understanding
and agreement between OEM and COGNOS with respect to the marketing,
demonstration and distribution of the Software and supersedes all
negotiations, commitments and understandings, both verbal and written,
with respect thereto. No modifications, additions, or amendments to
the terms of this Agreement shall be effective unless in writing and
signed by the duly authorized representatives of OEM and COGNOS.
AS WITNESS the parties have duly executed this Agreement.
DELTEK SYSTEMS, INC. COGNOS INCORPORATED
/s/ Xxxx X. Xxxxxxx /s/ Xxxx X. Xxxxxx
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Signature Signature
Xxxx X. Xxxxxxx
------------------------- ---------------------------
Printed Name Printed Name
Chief Financial Officer
------------------------- ---------------------------
Title Title
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SCHEDULE A
A. SOFTWARE AND TERRITORY
SOFTWARE
PowerPlay Administrator
PowerPlay Enterprise
Impromptu Administrator
Impromptu Enterprise
PowerPlay Host
TERRITORY
United States
OEM PRODUCT
Deltek Software Series Version 1 & 2
B. RELATED DOCUMENTATION:
PowerPlay:
Viewer online file,
Reporter online file,
User reference file.
Impromptu:
Enterprise Editor help file,
Enterprise Editor Getting Started file,
Enterprise Editor User's Guide file.
Related Documentation will be provided to OEM electronically, in RTF format.
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SCHEDULE B
PAYMENT TERMS
PROGRAM AND LICENSE FEES
1. OEM shall pay COGNOS a program fee of [*] within thirty (30) days of the
Effective Date. This fee is in respect of the following: (a) 8 Days
Training, (b) embedding OEM's Logo, (c) master diskettes for duplication
of the Software, and (d) Provision of related documentation on RTF
electronic format.
2. SEE ADDENDUM 1; and (b) for the PowerPlay item of Software incorporated
into the EIS Module of the OEM Product, the license fee shall be equal to
the per user fees set forth below:
NUMBER OF USERS LICENSE FEE (PER USER)
--------------- ----------------------
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
The current published list price for the OEM Product is attached as Schedule
B-1. OEM may change its published per user list price for the OEM Product on
thirty (30) days written notice to COGNOS. Notwithstanding anything to the
contrary above, in no event will the License Fee for each copy of the Impromptu
item of Software incorporated into the Report Writer Module be [*] .
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION]
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ADDENDUM 1
2. OEM shall pay COGNOS a license fee ("License Fee") as follows:
(a) For the Impromptu item of Software incorporated into the Report Writer
Module of the OEM Product, the License Fee due to COGNOS shall be equal
to [*] of the price of the Report Writer Module.
The price Deltek charges for its Report Writer Module shall be
equal to [*] of the then-current published per user list price for the OEM
product. The number of Report Writer Module users shall be deemed to be
equal to the number of users purchased for the OEM product except when a
license over [*] users is sold.
When Deltek sells its OEM product with a license in excess of [*]
users, in addition to the normal License Fee for a 20 user license, Deltek
will pay to COGNOS an additional license fee of [*] of Deltek's Report
Writer Module revenue that exceeds the list price of a twenty user license
or (b), [*] for each licensed user of the Report Writer module over [*]
users.
At anytime [*] from the date of this agreement, Deltek at its
option, may elect to pay to COGNOS a license fee of [*] of the
then-current published per user list price for the Report Writer Module.
In the event this election is made, the number of Report Writer Module
users does not need to be equal to the number of users purchased for the
OEM product. Deltek shall notify COGNOS in writing if this election is
made.
2/28/94
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION]
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Upon execution of this Agreement, OEM shall pay COGNOS [*] as a
non-refundable prepayment against which License Fees due and payable shall
be credited as follows: [*] upon execution of this Agreement; [*] within
forty-five (45) days of the Effective Date of this Agreement, and [*]
within ninety (90) days of the Effective Date of the Agreement
SUPPORT AND MAINTENANCE FEES
In respect of the provision of Level 2 services by COGNOS to an end user,
OEM shall pay COGNOS an annual fee equal to [*] subject to the fee
adjustment described below. This amount shall not be credited to the
prepayment of the License Fee. OEM shall pay COGNOS the support and
maintenance fee quarterly beginning ninety (90) days from the date of
delivery of the OEM Product to end user customers.
UPGRADE FEE
In respect of the provision of upgrades to the Software for each end user,
OEM shall pay COGNOS an annual fee equal to [*] subject to the fee
adjustment described below. This amount shall not be credited to the
prepayment of the License Fee. OEM shall pay COGNOS the upgrade fee
quarterly beginning ninety (90) days from the date of delivery of the OEM
Product to end user customers.
FEE ADJUSTMENT
The Maintenance Fee and the Upgrade Fee shall be increased on each
anniversary of the Effective Date by an amount equal to [*] of the fee for
the immediately preceding year.
TRAINING PROGRAM
OEM can contract with COGNOS for the right-to-copy our training classes
for the purpose of training it's customers:
Impromptu User Class $[*]
PowerPlay User Class $[*]
These prices are good until December 31, 1994.
TRAINING AND CONSULTING
Additional Training and Consulting will be offered to OEM at a fee of
[*] per day. This price is good until December 31, 1994.
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION]
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SCHEDULE B-1
OEM PRODUCT
PUBLISHED LIST PRICE
NUMBER OF USERS PUBLISHED LIST PRICE
--------------- --------------------
[*] [*]
POWERPLAY HOST: OEM shall pay COGNOS a fee for each copy of the Software
sublicensed by OEM. OEM fee for PowerPlay Host shall be determined by
[*] from the then current local list price for the Software.
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION]
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SCHEDULE C
SUPPORT AND MAINTENANCE AND UPGRADES
1. SUPPORT AND MAINTENANCE
COGNOS agrees to provide OEM with the following support and maintenance
services.
Level I - Telephone technical support for OEM end users providing
advice on usage and installation of Software. OEM personnel
shall collect end user diagnostics as requested by COGNOS.
Level 2 - A maintenance plan provided by COGNOS consisting of:
Telephone technical support for OEM personnel providing
advice on Software functionality and debugging and
troubleshooting in accord with COGNOS current policies. OEM
customers will participate in this plan by paying the
Maintenance Fee set out in Schedule B.
Level 2 services shall be provided to OEM and its end user
customers free of charge for ninety (90) days from the date
of delivery of the OEM product to the end user customers.
Thereafter the fees for Level 2 services shall be as set
forth in Schedule B.
2. UPGRADES:
OEM may subscribe end users for upgrades to the Software. The service
will consist of the provision of new versions of the Software and Related
Documentation when issued. OEM shall pay the Upgrade Fee set out in
Schedule B for upgrade services to each end user. If OEM pays the
Upgrade Fee set out in Schedule B for upgrade services to each end user
customer, Impromptu 3.0 will be provided to OEM's end user customers at
no charge.
3. FUTURE RELEASES:
With respect to the Impromptu item of Software, (versions 2.0D and 3.0)
COGNOS agrees to include Gupta SQLBASE support within ninety (90) days of
the Effective Date of this Agreement. With respect to the Impromptu item
of Software (version 3.0), COGNOS agrees to include the following
functionality: crosstab support, frame-based reporting and OLE 2.0
support.
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AMENDMENT TO
COGNOS DESKTOP OEM AGREEMENT
This Amendment (the "Amendment") is effective this 28th of November,
1995, (the "Effective Date") and is made a part of the Cognos Desktop OEM
Agreement between COGNOS CORPORATION ("Cognos") and DELTEK SYSTEMS, INC.
("OEM') dated February 28, 1994 (the "Agreement").
1. DEFINITIONS. All capitalized terms not otherwise defined in this
Amendment shall have the same meanings as set forth in the Agreement.
2. GRANT OF DISTRIBUTION RIGHTS. Notwithstanding anything to the
contrary in Section 2.1 of the Agreement, OEM may distribute the Software to
customers in the Territory for use by such customers' subsidiaries, affiliates
or joint ventures outside the Territory (but not in any country where
distribution of the Software is prohibited by U.S. laws or regulations). OEM
shall be responsible for complying with all applicable export laws and
regulations when transferring the Software outside the Territory.
3. NO OTHER CHANGES. Except as expressly modified by this Amendment, the
terms and conditions set forth in the Agreement shall remain in full force and
effect.
COGNOS INCORPORATED DELTEK SYSTEMS, INC.
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxxx
Title: V.P. Partner Channels Title: Chief Financial Officer
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[COGNOS LETTERHEAD]
May 24, 1995
Xx. Xxxx Xxxxxxx
Chief Financial Officer
Deltek Systems, Inc.
0000 Xxxxxxxxxx Xxxxx
XxXxxx, XX 00000
Dear Xx. Xxxxxxx:
This letter is to confirm our agreement regarding the [ ] payment by
Deltek Systems, Inc. ("Deltek") to Cognos Corporation ("Cognos") which Cognos
will invoice upon execution of this letter, payable net 60 days.
This [ ] shall be a non-refundable payment against future license & support
fees due Cognos under the Cognos Desktop OEM Agreement between Cognos and
Deltek dated February 28th, 1994 ("Agreement"). The Agreement shall be further
amended upon execution of this letter in the following manner:
The license & support fees set forth in the Agreement will be further
discounted by [ ] for the period commencing May 1st, 1995 and ending the
later of:
a) The date upon which Deltek net license & support fees due Cognos exceed
[ ]; or
b) February 28, 1996
If you are in agreement with the foregoing, please sign the duplicate copy of
this letter in the space provided below and return one copy to me for our files
by May 30th, 1995. Thank-you.
Sincerely,
/s/ XXXX XXXXXX
----------------------------
Xxxx Xxxxxxx
OEM Partner Manager
Accepted and Agreed to:
/s/ XXXX XXXXXXX Date: May 24, 1995
--------------------------- -------------
Xxxx Xxxxxxx
Chief Financial Officer
Deltek Systems, Inc.
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
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[COGNOS LETTERHEAD]
November 27, 1995
Xx. Xxxx Xxxxxxx
Chief Financial Officer
Deltek Systems, Inc.
0000 Xxxxxxxxxx Xxxxx
XxXxxx, XX 00000
Dear Xx. Xxxxxxx:
This letter is to confirm our agreement regarding the [*] payment by
Deltek Systems, Inc. ("Deltek") to Cognos Corporation ("Cognos") which Cognos
will invoice upon execution of this letter, payable [*] net 60 days and
[*] net 180 days.
The [*] shall be a non-refundable payment against future license &
support fees due Cognos under the Cognos Desktop OEM Agreement between Cognos
and Deltek dated February 28th, 1994 ("Agreement"). The Agreement shall be
further amended upon execution of this letter in the following manner:
The license & support fees set forth in the Agreement will be further
discounted by [*] for the period commencing [*] and ending the later of:
a) The date upon which Deltek net license & support fees due Cognos exceed
[*] or
b) [*]
and
The support and upgrade fees due Cognos, as set forth in the Agreement for the
period August 1994 through September 1995 shall be credited to Deltek Systems
for no additional charge.
If you are in agreement with the foregoing, please sign the duplicate copy of
this letter in the space provided below and return one copy to me for our files
by Nov. 30th, 1995. Thank you.
Sincerely,
/s/ Xxxx Xxxxxx
-------------------
Xxxx Xxxxxx
OEM Partner Manager
Accepted and Agreed to:
/s/ Xxxx X. Xxxxxxx Date: November 30, 1995
--------------------------- ---------------------------
Xxxx Xxxxxxx
Chief Financial Officer
Deltek Systems, Inc.
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION]
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[DELTEK SYSTEMS LOGO]
November 30, 1995
Xx. Xxxx Xxxxxx
OEM Partner Manager
COGNOS CORPORATION
0000 Xxxx Xxxxx, Xxxxx 000
Xxxxx, Xxxx 00000
Subject: Amendment to OEM Agreement
This letter clarifies our agreement of the method and application for
recording the software maintenance, support and upgrade fees on a monthly
basis.
Cognos has agreed to apply a prepayment of [*] for the
contractual obligation of an additional [*] as specified in the letter of
November 27, 1995. Effective on January 1, 1996, Deltek will be obligated to
Cognos 90 days after a shipment for a maintenance, support, and upgrade fee
based on the royalty reported for that period, calculated as follows:
A) The monthly royalty fee less a [*] discount (with the fee due 90
days after that shipment)
B) Times a [*] fee for maintenance/support/upgrades
C) With this fee divided by one twelfth for that months additional fee,
thereby spreading any annual fee over the twelve months earned
D) Refer to the attached schedule for the computation and application
of this method for the maintenance/support/upgrade fees due for the
period ending December 31, 1995.
Based upon this agreement, Deltek will report a charge in the December
1995 royalty report due January 20, 1996 of [*], which represents [*]
for maintenance fees and [*] for upgrade fees for the period from August
1994 through December 31, 1995.
Please return a signed copy to my attention, my number is (703)
000-0000, 491.
Sincerely,
/s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
Chief Financial Officer
Deltek Systems, Inc.
Accepted and agreed to by COGNOS CORPORATION:
/s/ Xxxx Xxxxxx
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Date: 12-4-95
---------------
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION]
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[COGNOS LETTERHEAD]
July 26, 1996
Xx. Xxxx Xxxxxxx
Chief Financial Officer
Deltek Systems, Inc.
0000 Xxxxxxxxxx Xxxxx
XxXxxx, Xxxxxxxx 00000-0000
Dear Xxxx:
The purpose of this letter is to propose an amendment to our OEM agreement
dated February 28, 1994. Cognos would like to offer Deltek a standard per seat
rate for both CP Scope and CP Reports. The proposed royalty license fee due is:
- [*] for PowerPlay (both Windows and Macintosh versions, as available)
- [*] for Impromptu.
The above changes in royalty license fee is effective July 1, 1996.
Other changes to the contract would include the expansion of the territory
internationally with a specified [*] international uplift on the proposed
royalties above, the inclusion of future products (PowerPlay Server, Impromptu
Server, etc.) at a [*] discount on standard list price, and the extension
of the contract expiration date for an additional year.
As part of this proposal, Deltek would agree to a non-refundable payment
against future license & support fees due Cognos in the amount of [*]. This
pre-payment will be due in quarterly installments according to the following
schedule:
- [*] due on or before [*]
- [*] due on or before [*]
If you are in agreement with the foregoing, please sign the duplicate copy of
this letter in the space provided below and return one copy to me for our
files by July 31, 1996.
Sincerely,
/s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx
OEM Deployment Representative
Accepted and Agreed to:
/s/ Xxxxxxx X. deTaski Date: 7/29/96
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President
-----------------------
Deltek Systems, Inc.
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION]
