"NON EXCLUSIVE" VAR ( Value Added Reseller )
SOFTWARE LICENSE AGREEMENT
This VAR Software License Agreement (the "Agreement") is entered into as of
9th September 1997 (date) by and between Cross/Z International, Inc., a
California corporation, with offices at 00 Xxxxxxx Xxxxxxxxx Xxxxxxxxx,
Xxxxxxxxx, Xxx Xxxx 00000 ("CrossZ") and Worldnet Consulting, SA a company
based in SPAIN, with offices at Xxxxxx Xxxxxx, 0 Xxxxx, 00000 XXXXXX, XXXXX.
("Reseller").
WHEREAS, the parties desire that Reseller acquire from CrossZ the right to
distribute certain CrossZ software directly to end users in the territories
listed, on the terms and conditions set forth herein;
NOW, THEREFORE, the parties agree:
1. Definitions.
1.1 "Software" shall mean the CrossZ software set forth in Exhibit
A attached hereto and shall include all Updates supplied by CrossZ
hereunder.
1.2 "Documentation" shall mean the related materials customarily
supplied by CrossZ to End Users of the Software.
1.3 "Software Copy" shall mean a copy of the Software and/or
Documentation ordered or acquired by Reseller from CrossZ for
distribution pursuant to this Agreement.
1.4 "Update" to Software shall mean any correction, update,
upgrade, or other Software modification or addition.
1.5 "End User" shall mean a person or entity that acquires the
Software and Documentation only for its internal data processing
requirements and not for further distribution.
1.6 "Confidential Information" shall have the meaning specified
therefor in Section 10.1 below.
2. License Grant.
2.1 License. Subject to the terms, conditions, and restrictions of
this Agreement, CrossZ hereby grants to Reseller a nonexclusive,
nontransferable license during the term of this Agreement (i) to
distribute Software Copies acquired by Reseller from CrossZ
pursuant to this Agreement only directly to End Users in the
European Community and in accordance with Sections 2.2 and 2.3
below and the remainder of this Agreement; and (ii) to use such
Software Copies only to support and demonstrate the Software.
Reseller shall have no right to sub-license any of these rights or
licenses to any third party. Reseller shall have no right to, and
agrees not to, reproduce the Software or Documentation or to use,
license, distribute or otherwise transfer the Software or
Documentation except as specifically authorized hereunder.
Reseller shall not modify or alter any Software Copy in any
fashion.
2.2 End User Licensing. Reseller agrees to distribute the Software
and Documentation only pursuant to the CrossZ End User license
agreement supplied by CrossZ. Unless and until CrossZ provides
Software with shrink-wrap, on-line, or other self-executing End
User licenses, Reseller shall obtain each End User's execution of
a CrossZ-supplied End User license agreement prior to delivering
Software or Documentation to that End User.
2.3 Distribution; Territory. Reseller shall be entitled to
distribute Software only directly to End Users, and shall not use
distributors or other third party intermediaries. Reseller shall
not distribute the Software outside of, or for use outside of, the
European Community.
2.4 No Rights to Source Code. Reseller shall have no rights with
respect to any Software source code and agrees not to reverse
engineer the Software or to reverse assemble, decompile, or
otherwise attempt to derive the source code from the Software
provided to Reseller. No right to modify or otherwise prepare
derivative works of the Software or Documentation is granted.
2.5 Ownership. Subject only to the limited rights and licenses
expressly granted to Reseller in this Agreement, CrossZ shall
retain and own all right, title, and interest in the Software and
Documentation, and each copy thereof, and all intellectual
property rights with respect thereto. All rights not expressly
granted to Reseller herein are retained by CrossZ.
3. Terms of Acquisition of Software Copies by Reseller.
3.1 Terms and Conditions. All orders of Software Copies by
Reseller from CrossZ during the term of this Agreement shall be
governed by the terms and conditions of this Agreement, and
nothing contained in any such order shall in any way modify such
terms or conditions or add any additional terms or conditions.
3.2 Prices. All prices are F.O.B. CrossZ's manufacturing facility.
The price to Reseller for each of the Software Copies (the "Per
Copy Fee") shall be CrossZ's then current (as of the date of
CrossZ's acceptance of the order) European retail price therefore
less the applicable discount as set forth in Exhibit A attached
hereto.
-2-
3.3 Taxes. Reseller's Per Copy Fee does not include any federal,
state, local sales, use, value added, or other taxes that may be
applicable to the Software Copies. When CrossZ has the legal
obligation to collect such taxes, the appropriate amount shall be
added to Reseller's invoice and paid by Reseller unless Reseller
provides CrossZ with a valid tax exemption certificate authorized
by the appropriate taxing authority.
3.4 Forecasts. Reseller shall provide to CrossZ, on or before the
first day of each month, a non-binding, good faith written
forecast of Reseller's estimated Software Copy orders for delivery
in each of the following three (3) months (e.g., on or before
January 1, Reseller will provide a forecast for each of February,
March, and April).
3.5 Order and Acceptance. All orders for Software Copies submitted
by Reseller shall be initiated by written orders sent to CrossZ
and requesting a delivery date during the term of this Agreement;
provided, however, that an order may initially be placed orally or
by telecopy if a confirmational written purchase order is received
by CrossZ within five (5) days after said oral or telecopy order.
To facilitate CrossZ's production scheduling, Reseller shall
submit purchase orders to CrossZ at least 21 days prior to the
requested day of delivery. No order shall be binding upon CrossZ
until accepted by CrossZ in writing (such acceptance not to be
unreasonably withheld), and CrossZ shall have no liability to
Reseller with respect to purchase orders that are not accepted.
CrossZ shall use its reasonable best efforts to notify Reseller of
the acceptance or rejection of an order and of the assigned
delivery date for accepted orders within five (5) business days of
receipt of the order. CrossZ shall use its reasonable best efforts
to deliver Software Copies at the times specified either in its
quotation or in its written acceptance of Reseller's orders.
3.6 Rejection of Software Copies. Until thirty (30) days after
receipt, Reseller shall be entitled to reject any Software Copy
for defects in materials or workmanship. Any Software Copy not
properly rejected within thirty (30) days after receipt of that
Software Copy by Reseller ("Rejection Period") shall be deemed
accepted. To reject a Software Copy, Reseller shall, within the
Rejection Period, notify CrossZ in writing of its rejection and
request a Material Return Authorization ("MRA") number. Within ten
(10) days after receipt of the MRA number, Reseller shall return
to CrossZ the rejected Software Copy, freight prepaid, in its
original shipping carton with the MRA number displayed on the
outside of the carton. As promptly as practicable but no later
than thirty (30) working days after receipt by CrossZ of properly
rejected Software Copies, CrossZ shall, at its option and expense,
either repair or replace the Software Copies. CrossZ shall pay the
shipping charges back to Reseller for properly rejected Software
Copies; otherwise, Reseller shall be responsible for the shipping
charges.
-3-
3.7 Payment. CrossZ shall submit an invoice to Reseller upon
shipment of each Software Copy ordered by Reseller and as set
forth below. The invoice shall cover Reseller's Per Copy Fee for
the Software Copies in a given shipment plus any freight, taxes or
other applicable costs initially paid by CrossZ but to be borne by
Reseller. The full invoiced amount shall be due for payment within
thirty (30) days of the date of invoice, unless prior written
consent is granted by CrossZ, for a specific sale to the
Reseller's client, whereby such terms cannot be applied. Any
invoiced amount not received within thirty days of the date of
invoice shall be subject to a service charge of one and one-half
percent (1.5%) per month (or, if less, the maximum allowed by
applicable law). Reseller shall pay all of CrossZ's costs and
expenses (including reasonable attorneys' fees) to enforce and
preserve CrossZ's rights under this Section 3.7. CrossZ, however,
shall be entitled to withdraw Reseller's credit and require
different payment terms if CrossZ determines, in its discretion,
that Reseller's financial condition warrants the change.
3.8 Shipping. All Software Copies delivered pursuant to this
Agreement shall be suitably packed for shipment in CrossZ's
standard shipping cartons, marked for shipment at Reseller's
address first set forth above or as otherwise specified by
Reseller, and delivered to Reseller or its carrier agent F.O.B.
CrossZ's manufacturing facility, at which time risk of loss shall
pass to Reseller. Unless otherwise instructed in writing by
Reseller, CrossZ shall select the carrier. All freight, insurance,
and other shipping expenses, as well as any special packing
expense, shall be paid by Reseller.
4. Use of CrossZ Trademarks.
4.1 Authorized Uses. Reseller may use in its Software marketing,
promotional and advertising materials such applicable trademarks,
trade names and other marks of CrossZ (collectively, the "CrossZ
Trademarks") in connection therewith. Such use may be in
conjunction with Reseller's use of its own marks. Before any such
use, Reseller will provide to CrossZ copies of any such materials,
and Reseller shall not so use any CrossZ Trademark to which CrossZ
reasonably objects. If CrossZ does not object within five (5)
business days after receipt of such materials, Reseller shall be
entitled to use the materials as set forth herein. CrossZ will not
unreasonably withhold its consent.
4.2 No Other Use. Except as authorized in this section, Reseller
shall have no rights with respect to any CrossZ Trademark or other
CrossZ product, service, or company identifier. Reseller shall
make no reference to CrossZ or its Software without the prior
written permission of CrossZ, except as set forth herein.
-4-
4.3 Ownership by CrossZ. Any and all good will arising from
Reseller's use of the CrossZ Trademarks shall inure solely to the
benefit of CrossZ, and neither during nor after the termination of
this Agreement shall Reseller assert any claim to the CrossZ
Trademarks (or any confusingly similar xxxx) or such good will.
Reseller shall not take any action that could be detrimental to
the good will associated with the CrossZ Trademarks or with
CrossZ. Reseller shall, during the term of this Agreement and
after termination hereof, execute such documents as CrossZ may
request from time to time to ensure that all right, title and
interest in and to the CrossZ Trademarks reside with CrossZ.
Without limiting the foregoing, Reseller shall not register any
CrossZ Trademark, or any xxxx confusingly similar to any CrossZ
Trademark, in any country or territory.
5. Software Training, Support and Maintenance.
Exhibit B to this Agreement sets forth details regarding training,
support and maintenance for the Software, the respective rights
and responsibilities of CrossZ and Reseller for such training,
support and maintenance, and any charges to Reseller for such
training, support or maintenance.
6. Term and Termination.
6.1 Term. This Agreement shall continue for an initial term of Two
(2) years unless earlier terminated as set forth herein. This
agreement will renew automatically for additional twelve (12)
month periods unless written notice is given by either party, as
to it's intention not to renew this agreement, at least thirty
(30) days prior to the end of the initial and any subsequent term.
6.2 Convenience. Either party shall be entitled to terminate this
Agreement giving six (6) months written notice, in the event of
a major change in the business activities of either the Reseller
or CrossZ.
6.3 Default.
(a) If either party defaults in the performance of any of its
material obligations hereunder and if any such default is not
corrected within thirty (30) days after it shall have been
called to the attention of the defaulting party, in writing,
by the other party, then the other party, at its option, may,
in addition to any other remedies it may have, thereupon
terminate this Agreement by giving written notice of
termination to the other party.
(b) In the event of default by Reseller for reason of
nonpayment only, in addition to CrossZ's right to terminate
this Agreement CrossZ
-5-
shall be entitled, on written notice to Reseller, to require
that Reseller immediately cease all use and distribution of
the Software and Documentation until this default has been
fully cured, as well as to modify the payment terms in Section
3.7 above.
6.4 Insolvency. This Agreement may be terminated by either party,
on notice, (i) upon the institution by the other party of
insolvency, receivership or bankruptcy proceedings or any other
proceedings for the settlement of its debts, (ii) upon the
institution of such proceedings against the other party, which are
not dismissed or otherwise resolved in its favor within sixty (60)
days thereafter, (iii) upon the other party's making a general
assignment for the benefit of creditors, or (iv) upon the other
party's dissolution or ceasing to conduct business in the normal
course.
6.5 Survival.
(a) Except as otherwise set forth herein, the parties rights
and obligations pursuant to Sections 3.7, 6.5, 7, 8, 9, 10 and
11 shall survive any termination or expiration of this
Agreement.
(b) If this Agreement is terminated or expires, then all of
Reseller's rights and licenses with respect to the Software
shall terminate, provided that
(i) Reseller's right to continue to use one copy of the
Software and one copy of the related Documentation, in
accordance with this Agreement, to support and maintain
existing Software customers shall survive; and
(ii) Reseller shall be entitled to dispose of Software Copies
in its inventory. All other copies of the Software and related
Documentation in Reseller's possession shall be promptly
returned to CrossZ.
7. Infringement Indemnity.
7.1 Indemnity. CrossZ, at its expense, will defend any action
brought against Reseller to the extent based on a claim that
the Software or Documentation, as supplied by CrossZ and when
used as provided for by this Agreement, infringes any
copyright, trade secret, or United States patent. CrossZ will
pay any award against Reseller, or settlement entered into on
Reseller's behalf, based on such infringement only if Reseller
notified CrossZ promptly in writing of the claim, provided
reasonable assistance in connection with the defense and/or
settlement thereof, and permitted CrossZ to control the
defense and/or settlement thereof. CrossZ shall have no
liability if the alleged infringement is caused by any
modification of the Software or Documentation, or the
combination of the Software or Documentation with other items,
where the unmodified Software or Documentation, or the
Software or Documentation alone, would not have given rise to
the claim.
7.2 CrossZ Options. In the event of an infringement action
against Reseller with respect to the Software or
Documentation, or in the event CrossZ believes
-6-
such a claim is likely, CrossZ shall be entitled, at its
option but without obligation, to
(i) appropriately modify the Software and/or Documentation
licensed hereunder, or substitute other Software and/or
Documentation which, in CrossZ's good faith opinion, does not
infringe any third party intellectual property rights;
(ii) obtain a license with respect to the applicable third
party intellectual property rights; or
(iii) if neither (i) nor (ii) is commercially practicable,
terminate this Agreement and Reseller's licenses hereunder. If
distribution of any Software Copy is enjoined, CrossZ shall
refund to Reseller the fee paid to CrossZ with respect
thereto.
7.3 Entire Liability. Notwithstanding anything contained in
this Agreement, the foregoing states CrossZ's entire liability
for actual or alleged infringement of intellectual property
rights and the limit of liability set forth in Section 9 shall
not apply to this Section 7.
8. Warranty and Disclaimer.
8.1 Warranty. CrossZ warrants only that each Software Copy, as
delivered by CrossZ, will be free of defects in materials and
workmanship. CrossZ's exclusive obligation and liability, and
Reseller's sole remedy, arising out of this warranty shall be for
CrossZ to replace defective Software Copies returned to CrossZ
within thirty (30) days after delivery to Reseller.
8.2 Except as set forth in Section 8.1, CROSSZ PROVIDES NO
WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND
SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, WITH RESPECT TO THIS AGREEMENT,
INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE SOFTWARE AND
DOCUMENTATION, WHICH ARE PROVIDED "AS IS".
9. Limitation of Liability.
IN NO EVENT SHALL CROSSZ'S LIABILITY ARISING OUT OF THIS AGREEMENT
EXCEED THE AMOUNTS RECEIVED BY CROSSZ FROM RESELLER HEREUNDER. IN
NO EVENT SHALL CROSSZ BE LIABLE FOR COSTS OF SUBSTITUTE PRODUCTS
OR SERVICES. IN NO EVENT SHALL CROSSZ BE LIABLE FOR LOST PROFITS
OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES,
HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS
AGREEMENT. RESELLER ACKNOWLEDGES AND AGREES THAT THE PRICE TO
RESELLER IS BASED IN PART UPON THESE LIMITATIONS, AND FURTHER
AGREES THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
-7-
10. Confidentiality.
10.1 Confidential Information. As used in this Agreement, the
term "Confidential Information" shall mean any information
disclosed by one party to the other pursuant to this Agreement
which is in written, graphic, machine readable or other tangible
form and is marked "Confidential", "Proprietary" or in some other
manner to indicate its confidential nature. Confidential
Information may also include oral information disclosed by one
party to the other pursuant to this Agreement, provided that such
information is designated as confidential at the time of
disclosure and is reduced to writing by the disclosing party
within a reasonable time (not to exceed thirty (30) days) after
its oral disclosure, and such writing is marked in a manner to
indicate its confidential nature and delivered to the receiving
party.
10.2 Confidentiality. Each party shall treat as confidential all
Confidential Information of the other party, shall not use such
Confidential Information except as set forth herein, and shall
use reasonable efforts not to disclose such Confidential
Information to any third party. Without limiting the foregoing,
each of the parties shall use at least the same degree of care
which it uses to prevent the disclosure of its own confidential
information of like importance to prevent the disclosure of
Confidential Information disclosed to it by the other party under
this Agreement. Each party shall promptly notify the other party
of any actual or suspected misuse or unauthorized disclosure of
the other party's Confidential Information.
10.3 Exceptions. Notwithstanding the above, neither party shall
have liability to the other with regard to any Confidential
Information of the other which the receiving party can prove:
(i) was in the public domain at the time it was disclosed or
has become in the public domain through no fault of the
receiving party;
(ii) was known to the receiving party, without restriction,
at the time of disclosure, as demonstrated by files in
existence at the time of disclosure;
(iii) is disclosed with the prior written approval of the
disclosing party;
(iv) was independently developed by the receiving party
without any use of the Confidential Information;
-8-
(v) becomes known to the receiving party, without
restriction, from a source other than the disclosing party
without breach of this Agreement by the receiving party and
otherwise not in violation of the disclosing party's rights;
or
(vi) is disclosed generally to third parties by the
disclosing party without restrictions similar to those
contained in this Agreement.
In addition, the receiving party shall be entitled to
disclose the other party's Confidential Information to the extent such
disclosure is required by order or requirement of a court, administrative
agency, or other governmental body, provided, however, that the receiving
party shall provide prompt notice thereof to the disclosing party to enable
the disclosing party to seek a protective order or otherwise prevent or
restrict such disclosure.
11. General.
11.1 Governing Law. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of New York,
without reference to conflict of laws principles.
11.2 Forum Selection. All disputes arising out of this Agreement
shall be subject to the exclusive jurisdiction of the state and
federal (Southern District of New York) New York courts, and the
parties agree and submit to the personal and exclusive
jurisdiction and venue of these courts.
11.3 Indemnification of CrossZ. Reseller agrees to indemnify and
hold CrossZ harmless against any liability, or any litigation
cost or expense (including attorneys' fees), arising out of third
party claims against CrossZ as a result of (i) Reseller's use or
distribution of Reseller products, or (ii) misrepresentations by
Reseller with respect to the Software or Documentation.
11.4. Confidentiality of Agreement. Each party shall be entitled
to disclose the existence of this Agreement, but agrees that the
terms and conditions of this Agreement shall be treated as
confidential information and shall not be disclosed to any third
party; provided, however, that each party may disclose the terms
and conditions of this Agreement:
(i) as required by any court or other governmental body;
(ii) as otherwise required by law;
(iii) to legal counsel of the parties;
(iv) in confidence, to accountants, banks, and financing
sources and their advisors;
(v) in connection with the enforcement of this Agreement or
rights under this Agreement; or
(vi) in confidence, in connection with an actual or
proposed merger, acquisition, or similar transaction.
-9-
11.5 Partial Invalidity. If any provision in this Agreement shall
be found or be held to be invalid or unenforceable in any
jurisdiction in which this Agreement is being performed, then the
meaning of said provision shall be construed, to the extent
feasible, so as to render the provision enforceable, and if no
feasible interpretation would save such provision, it shall be
severed from the remainder of this Agreement, which shall remain
in full force and effect. In such event, the parties shall
negotiate, in good faith, a substitute, valid and enforceable
provision which most nearly effects the parties' intent in
entering into this Agreement.
11.6 Independent Contractors. The parties hereto are independent
contractors. Nothing contained herein or done in pursuance of
this Agreement shall constitute either party the agent of the
other party for any purpose or in any sense whatsoever, or
constitute the parties as partners or joint ventures. Reseller
shall make no representations or warranties on behalf of CrossZ
with respect to the Software or Documentation.
11.7 Modification. No alteration, amendment, waiver, cancellation
or any other change in any term or condition of this Agreement
shall be valid or binding on either party unless the same shall
have been mutually assented to in writing by both parties.
11.8 Waiver. The failure of either party to enforce at any time
any of the provisions of this Agreement, or the failure to
require at any time performance by the other party of any of the
provisions of this Agreement, shall in no way be construed to be
a present or future waiver of such provisions, nor in any way
affect the right of either party to enforce each and every such
provision thereafter. The express waiver by either party of any
provision, condition or requirement of this Agreement shall not
constitute a waiver of any future obligation to comply with such
provision, condition or requirement.
11.9 Assignment. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that neither party
shall assign any of its rights, obligations, or privileges (by
operation of law or otherwise) hereunder without the prior
written consent of the other party. Notwithstanding the
foregoing, however, either party may assign this Agreement to a
successor in interest (or its equivalent) to all or substantially
all of its relevant assets, whether by sale, merger, or
otherwise. Any attempted assignment in violation of this section
shall be void.
11.10 Notices. Any notice required or permitted to be given by
either party under this Agreement shall be in writing, in
English, and shall be personally delivered or sent by commercial
courier service (e.g., UPS), or by first class mail
-10-
(certified or registered), or by telecopy confirmed by first
class mail (registered or certified), to the other party at its
address first set forth above, or such new address as may from
time to time be supplied hereunder by the parties hereto. If
mailed, notices will be deemed effective three (3) working days
after deposit, postage prepaid, in the mail.
11.11 Import/Export Regulations. Reseller agrees to comply with
all U.S. export regulations, and Local import regulations, in
connection with distribution of Software or Documentation or
otherwise arising out of this Agreement. Unless an appropriate
license, exemption or similar authorization has been duly
obtained to CrossZ's satisfaction, the Reseller shall not, nor
shall the Reseller authorize or permit it's employees,
distributors, dealers and/or agents to, export or rexport any
CrossZ products, attachments, parts, supplies or technology
(including information relating thereto) to any country
specified as a prohibited destination in applicable U.S. Laws,
regulations and ordinances, including the regulations of the
U.S. Department of Commerce and/or government agencies.
Reseller agrees to defend, indemnify, and hold harmless, CrossZ
from any claim, loss, liability expense or damage (Including
fines or legal fees) incurred by CrossZ with respect to any of
the Reseller's export or re-export activities, contrary to the
foregoing instructions.
11.12 Force Majeure. Notwithstanding anything else in this
Agreement, and except for the obligation to pay money, no
default, delay or failure to perform on the part of either party
shall be considered a breach of this Agreement if such default,
delay or failure to perform is shown to be due to causes beyond
reasonable control of the party charged with a default,
including, but not limited to, causes such as strikes, lockouts
or other labor disputes, riots, civil disturbances, actions or
inactions of governmental authorities or suppliers, epidemics,
war, embargoes, severe weather, fire, earthquakes, acts of God or
the public enemy, nuclear disasters, or default of a common
carrier.
11.13 No Third Party Beneficiaries. Unless otherwise expressly
provided, no provisions of this Agreement are intended or shall
be construed to confer upon or give to any person or entity other
than CrossZ and Reseller any rights, remedies or other benefits
under or by reason of this Agreement.
11.14 Compliance with Laws. Reseller shall comply with all
applicable laws and regulations applicable to its activities
under this Agreement.
11.16 Entire Agreement. The terms and conditions herein
contained, including all exhibits hereto, constitute the entire
agreement between the parties and supersede all previous
agreements and understandings, whether oral or written, between
the parties hereto with respect to the subject matter hereof. The
terms and conditions of the Agreement shall automatically apply
to each transaction between the parties contemplated by this
Agreement notwithstanding any additional or different terms and
conditions of any ordering document or other instrument submitted
by Reseller, which terms and conditions shall be void and of no
effect.
-11-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be signed by duly authorized officers or representatives as of
the date first above written.
CROSSZ INTERNATIONAL, INC. [RESELLER]
By: /s/ Xxxxxx Xxxx By: /s/ Worldnet Consulting SA
--------------------------- ------------------------------
Print Name: Xxxxxx Xxxx Print Name: Salvador xxxxxx
------------------- ----------------------
Title: Vice President - Finance Title: Managing Partner
------------------------ ---------------------------
Date: 9/11/97 Date: 9/11/97
------------------------- ----------------------------
-12-
EXHIBIT A
Software and Discount
---------------------
Software Discount
-------- --------
Query Object System 40%
Query Object Voyager 40%
Query Object Client Pack 40%
(including: DBA
Designer
Viewer
Open)
EXHIBIT B
Training, Support and Maintenance
---------------------------------
Training & Materials.
---------------------
CrossZ will furnish the Reseller with the following :
Technical training, Product positioning, Competitive Analysis and Marketing
Assistance will be made available to the Reseller, at CrossZ's USA
Headquarters. Training will be provided free of charge, all travel related
expenses will be born by the Reseller. In the event the reseller requires
"On-Site" training, a charge will be levied at CrossZ's current consultancy
rates plus associated travel costs.
A Complete set of CrossZ software that will be sold by the Reseller, FOR
DEMONSTRATION PURPOSES ONLY will be provided free of charge.
A Complete set of technical documentation for all CrossZ products sold will be
provided free of charge.
Relevant marketing materials will be provided on an ongoing basis i.e.
brochures, Promotional CD's, White Papers, Press Extracts, Analyst Reports,
etc.
Support and Maintenance
-----------------------
CrossZ will make available to Reseller's End User customers Software support and
maintenance in accordance with CrossZ's customary practices, as detailed in
Exhibit C.
Maintenance will be charged at the following rates:
Standard maintenance ( 9:00 a.m. - 5:00 p.m. C.E.T, and 9:00 a.m.- 5:00
p.m. E.S.T. Monday To Friday ) will be charged at 12% of supported
product price list, price per annum.
Extended maintenance ( 7 x 24 ) will be charged at 18% of supported
product list price, per annum.
CrossZ products are not date dependent, therefore, they are "Year 2000
Compliant".
