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Exhibit 10.22
GALILEO'S COPY
FOUNDATION LICENSE
ADDENDUM
TO
ORDER FORM
OR
GALILEO INTERNATIONAL ("LICENSEE")
AND
COMPUTER ASSOCIATES INTERNATIONAL, INC. ("CA")
FOR (SEE ATTACHMENTS) ("LICENSED PROGRAMS")
The attached Order Form and the referenced License Agreement are amended to add
the following provisions with respect to Licensee's use of the Licensed
Programs. (The Order Form, License Agreement and this Addendum are referred to
collectively as this "Foundation License." In the event of any conflict between
the terms of this Foundation License and those of either the Order Form or the
referenced License Agreement, the terms of this Addendum shall prevail.
Capitalized terms used herein without definition are used as defined in the
attached Order Form and the referenced License Agreement.
1. Definitions.
(a) The "Foundation Site(s)" mean the data center site or sites identified on
Exhibit "A" to this Addendum, which Licensee represents are owned, operated or
controlled by Licensee.
(b) The "Licensee" shall mean, individually and collectively, Licensee and
Licensee's majority-owned subsidiaries and their permitted successors in
accordance with this agreement. No other third person shall be or be deemed to
be entitled to the use or benefit of the Licensed Programs at any Foundation
Site.
(c) "MIPS Capacity" shall mean the aggregate computing power (expressed in
millions of instructions per second and rounded to the next even multiple of 10)
of all computers located at the Foundation Site(s), or which can remotely access
such computers, irrespective of the platform designations of the hardware or
operating systems, provided that such computer is accessing, using or benefiting
from the Licensed Programs.
2. Foundation Fee.
The initial Foundation Fee, inclusive of usage and maintenance of the Licensed
Programs during the initial three (3) year term is $XXXXXX due and payable
as follows:
Amount Due
September 30, 1995
September 30, 1996
September 30, 1997
3. Authorized Use. The Licensed Programs may be used only by and for the
benefit, and to process exclusively the data, of Licensee at Foundation Site(s)
(except as provided in section 15), provided that the MIPS Capacity does not
exceed 1060 MIPS (the "Licensed MIPS Capacity"). In the event that the MIPS
Capacity does exceed the Licensed MIPS Capacity, then Licensee shall pay to CA
the Supplemental Foundation Fee as provided in paragraph 4 of this Addendum. The
Supplemental Foundation Fee shall be due and payable, without
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any requirement of notice or demand by CA, within 30 days of the date on which
the MIPS Capacity exceeds the Licensed MIPS Capacity.
4. Supplemental Foundation Fee. Licensee may increase the Licensed MIPS Capacity
upon prior written notice to CA and payment of Ca's supplemental Foundation Fee,
which shall be $30,000 per ten (10) MIPS of increased Licensed MIPS Capacity for
the Licensed Programs listed on Attachment A. Notwithstanding any installment
payment schedule for the initial Foundation Fee, such Supplemental Foundation
Fee shall be paid within thirty (30) days from the date such additional MIPS are
installed.
5. Adjusted UMF. The annual UMF shall, in the event of an adjustment in the
Licensed MIPS Capacity, be proportionately adjusted by the same percentage
increase as the increase of MIPS Capacity bears to the initial Licensed MIPS
Capacity. Such annual UMF as adjusted shall be paid pro rata from the adjustment
date to the expiration of the then current year, and thereafter annually in
full.
6. MIPS Capacity Calculation. MIPS Capacity shall be calculated by reference to
CA's published schedules of MIPS or IBM MSU capacity of processors. In the event
that any particular processor is not accounted for on CA's schedules, then the
manufacturer's published specification of MIPS or IBM MSU capacity shall
control; provided, however, that the minimum number of MIPS to be attributed to
each Foundation Site shall equal 28 MIPS, regardless of whether or what CPUs may
actually be installed at such Foundation Site(s). For purposes of utilizing the
IBM MSU standard (expressed in millions of service units), the IBM MSU capacity
shall be multiplied by a factor of 5.4 to yield the corresponding MIPS Capacity.
Future MIPS capacity shall not exceed the average of Xxxxxx, IBM, and COMDISCO
MIP ratings, such information to be provided by Licensee.
7. Quarterly Reports; Audit. On or before the 15th day following each calendar
quarter beginning with the first full quarter commencing after the effective
date of this Order Form (the "Effective Date"), Licensee shall report to CA in
writing, as of the end of each such quarter, the MIPS Capacity at each
Foundation Site, listing each CPU located at, or remotely accessing, each
Foundation Site by manufacturer, model, operating system, location and (except
for micro processors) the serial number thereof. CA shall thereupon review such
report and advise Licensee of any applicable supplemental foundation fee due, as
well as any UMF adjustment due. The parties agree that in order to verify the
accuracy of Licensee's report, Licensee will, at CA's request upon reasonable
notice, grant CA access to each Foundation Site, during reasonable business
hours for Licensee and according to Licensee's existing security rules, and
Licensee shall provide any further information as CA may reasonably require.
8. License Termination. All licenses and order forms respecting use of the
Licensed Programs granted to Licensee by CA or any of its predecessor for use at
any Foundation Site are hereby suspended subject to their reinstatement upon
termination of this license and Licensee's election to revert to prior license
terms under section 10. II. Of this Agreement, subject, however, to the
obligations of Licensee (a) to pay all contracted payments when and as the same
shall otherwise have become due and payable, and (b) to maintain the
confidentiality of the Licensed Programs and comply with the non-disclosure
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provisions of such terminated licenses. Except in the event of any reinstatement
hereunder, any future use of or access to the Licensed Programs by Licensee at
any Foundation Site shall be controlled exclusively by the terms of the
referenced License Agreement and this Order Form, including this and any other
Addendum thereto.
9. License Transfers. Notwithstanding any provision of any license granted by CA
or its predecessors (regardless of when such license was or is granted), (a) the
Licensed Programs may be used during the existence of this license at a
Foundation Site only pursuant to this Foundation License and under no
circumstances pursuant to such other license; (b) no such other license may be
transferred to a Foundation Site; and (C) the Licensed Programs may not be
transferred to a Foundation Site from any other site, even if the Licensed
Programs are to be run on the same CPU as the one on which they are currently
running.
In the event that Licensee certifies in writing to CA that it has a bona fide
disaster recovery plan with respect to the computer software programs used in
its operations, Licensee may make one copy of the Licensed Program for archival
purposes and use such archival copy on a CPU other than the Designated CPU or at
an installation site other than that identified on the order form, such other
CPU or installation site to be owned or controlled by licensee. The use of such
archival copy shall be limited (a) for the purpose of conducting limited testing
of the disaster recovery plan is procedures and effectiveness (which testing
shall not exceed one week in any three month period) and (b) during any period
subsequent to the occurrence of an actual disaster during which the Licensee
cannot operate the Licensed Program on the Designated CPU or at the installation
site identified on the Order Form. Licensee agrees to furnish such further
documentation with respect to its disaster recovery plan and procedures as CA
may reasonably request from time to time.
10. Term and Renewal. This Foundation License shall have an initial term of
three years from the Effective Date and shall automatically renew and be
extended for additional periods of three years each, subject to the parties'
agreement concerning payments to be made during the extended term. If the
parties do not agree in writing upon such payment terms prior to the expiration
of the then current three-period, I. (A) the then prevailing Licensed MIPS
Capacity shall be frozen without Licensee having the right to exceed the same,
and Licensee shall pay the annual UMF for the Licensed Programs based upon CA's
then prevailing published fee schedule for software licensed per CPU at each
distinct Foundation Site, and (b) no new fee schedule for software licensed per
CPU at each distinct Foundation Site, and (b) no new entities may be included
within Licensee to thereafter use, access or benefit from the Licensed Programs,
or II. Licensee may revert to the Licensee Agreement(s) for each respective
Licensed program as applicable immediately preceding the Effective Date of this
Foundation License.
11. Total Client Care (TCC) Program. Licensee will be and will remain, enrolled
in CA'S TCC Program during the initial three-year term and any renewal period.
12. Eligibility. Licensee represents that neither it nor any subsidiary is
engaged in the business of providing data processing services to third persons
under any facility management, service bureau, outsourcing or similar
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arrangement, and Licensee agrees not to use or operate or permit the use or
operation of the Licensed Programs under any such arrangement.
13. Amendment. Any amendment of this foundation License must be in writing
signed by both parties.
14. Credit for discontinued Licenses. Should Licensee provide CA with notice in
writing that Licensee has discontinued the use of a designated Licensed Program
during the term of this License, deleted all copies from all computer libraries
and storage devices and returned the discontinued Licensed programs and all
related documentation to CA or certified that the same have otherwise been
destroyed, Licensee will receive a discount, in no event to be reimbursed by
cash, representing the unused portion of the License Fee for the designated
Licensed Program for the remainder of the term of this License. Licensee shall
be entitled to apply this discount amount as a discount of 35% of the then
prevailing License Fee for additional CA software products under three year or
five year payment options.
15. Nothing in this Agreement shall be deemed to prohibit Licensee from
operating, providing, or supporting the discreet applications processing
services which Licensee currently provides to its bona fide customers for
distribution of travel services or information.
COMPUTER ASSOCIATES LICENSEE: GALILEO
INTERNATIONAL
INTERNATIONAL, INC.
By By
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: (Authorized Signature) : (Authorized Signature)
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(Name) (Name)
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(Title) (Title)
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(Date) (Date)
