EXHIBIT 10.17
AMENDMENT OF
TECHNOLOGY, SERVICES AND LICENSE AGREEMENT ("Agreement")
This Amendment of Technology, Services and License Agreement (this
"Amendment"), effective as of October 8, 1999 ("Effective Amendment Date"), is
entered into by and between xxXxxxx.xxx, Inc., a Delaware Corporation, having an
address at 0000 Xxxxx xx xxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000 ("pcOrder") and
Trilogy Software, Inc., a Delaware Corporation, having an address at 0000 Xxxx
Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxx 00000 ("Trilogy").
RECITALS
WHEREAS, the parties (i.e. pcOrder and Trilogy) entered into the
Technology, Services and License Agreement dated September 1, 1998
("Agreement"); and
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties hereby agree to amend the Agreement as set forth
below.
AMENDMENT
1. In Schedule A, add the following.
"Office Products E-Commerce Product" shall mean any network based
electronic commerce product for enabling sales, purchasing, marketing, or
distribution within the office products market, including but not limited
to the markets for paper, envelopes, stationary, pens, pencils, binders,
office furniture, office equipment (printer, copiers and facsimile
machines), supplies for office equipment, discs, tapes and accessories for
computer peripherals.
2. In Schedule A, replace the definition of pcOrder Product in its entirety
with the following.
"pcOrder Product" shall mean:
(a) any product identified in Schedule E, in the forms (and versions)
thereof existing on or before the Effective Date;
(b) Any other product of pcOrder (or any one or more of its Affiliates),
but only to the extent that such product is either (i) a Computer E-Commerce
Product or (ii) an Office Products E-Commerce Product; and
(c) any other product of pcOrder but only to the extent approved in
writing by Trilogy on a case-by-case basis for a particular customer receiving a
particular product.
3. In Section 1.2, add the following.
Notwithstanding anything to the contrary in this Agreement, pcOrder shall
have no obligation to give Trilogy access to (and shall have no obligation
to disclose or deliver to Trilogy) any pcOrder Product that satisfies only
subparagraph (b)(ii) in the definition of pcOrder Product in Schedule A,
except to the extent that such product is a Computer E-Commerce Product.
4. Payment
In addition to any and all payments otherwise due pursuant to the Agreement (as
amended herein), pcOrder shall pay Trilogy the sum of One Million Dollars
($1,000,000) within fifteen (15) days from execution of this Amendment.
5. By signing below and delivering this Amendment, each of the parties hereto
acknowledge that:
(a) it has read, understands and agrees to this Amendment;
(b) this Amendment:
(i) is incorporated as a part of the Agreement,
(ii) shall not be effective for any purpose before the Effective
Amendment Date,
(iii) is effective for all purposes as of and after the Effective
Amendment Date, notwithstanding any date of execution set
forth elsewhere in this Agreement,
(iv) amends, modifies and supersedes the provisions of the
Agreement to the extent of any inconsistencies therewith; and
(c) except as expressly amended by this Amendment, the Agreement shall
remain in full force and effect in accordance with its provisions.
pcOrder Trilogy
By: /s/ XXXXXXXXX X. XXXXX By: /s/ XXXXXX X. XXXXXXXX
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Name: Xxxxxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxxxxx
Title: President Title: President & Chief Executive Officer
Date: October 8, 1999 Date: October 8, 1999
