Common use of Application Specific Use Tier Clause in Contracts

Application Specific Use Tier. 1. Comshare shall pay Arbor ************* of Arbor's CUR, as defined in Section IV(A) below, for each unit of the Software distributed by Comshare or a Comshare Distributor as a component of a Comshare-packaged application, including without limitation the current versions of Comshare's BudgetPLUS (ad hoc spreadsheet read/write version) and Commander Decision (general purpose) applications, in each case where all of the following requirements are satisfied: a. The Software provided does not qualify for the Limited Use royalty rate in Subsection I(A)(1) above. b. Where a single Comshare-packaged application is delivered to the customer, use of the Software is contractually-limited to use by the customer with the single Comshare application delivered. The Comshare customer license agreement governing the use of the Software must be in a hard copy (i.e., paper) form delivered to and executed by the customer, and must prominently display the following language: THE ARBOR ESSBASE SOFTWARE PROVIDED WITH THIS COMSHARE APPLICATION SOFTWARE IS LIMITED TO USE ONLY WITH THIS COMSHARE PRODUCT. Where Commander Decision (or any successor product) is delivered to the customer solely for use with a Comshare-packaged application, such as BudgetPLUS, such combination shall be deemed a single Comshare-packaged application for purposes of this Subsection I(B)(1)(b), provided that the Comshare customer license agreement governing the use of the Software must be in a hard copy (i.e., paper) form delivered to and executed by the customer, and must prominently display the following language: * Indicates that information has been omitted and confidential treatment has been requested therefore. All such omitted information has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2. THE ARBOR ESSBASE AND COMMANDER DECISION SOFTWARE PROVIDED WITH THIS COMSHARE APPLICATION SOFTWARE ARE LIMITED TO USE ONLY WITH THIS COMSHARE APPLICATION. c. Where Commander Decision (or any successor product) is delivered to the customer as a general purpose application or non-application specific development platform, use of the Software is contractually-limited to use by a customer with Commander Decision and for the development and use of a single application. The Comshare customer license agreement governing the use of the Software must be in a hard copy (i.e., paper) form delivered to and executed by the customer, and must prominently display the following language: THE ARBOR ESSBASE SOFTWARE PROVIDED WITH THIS COMSHARE APPLICATION SOFTWARE IS LIMITED TO USE ONLY WITH COMMANDER DECISION FOR THE DEVELOPMENT AND USE OF A SINGLE APPLICATION. d. The Essbase Data Analysis Server delivered to the customer is programmatically restricted to permit establishment of a single application "folder" in the Essbase Application Management/Data Management hierarchy, so as to permit the end user to administer only a single application through the Essbase Application Manager. Any sample databases provided by Arbor with the Software shall be delivered by Arbor in the single application folder. This restriction shall not limit the number of databases that may be created for a single application. 2. Any distribution or sublicense of the Software (whether or not as a component module of a Comshare application including without limitation Comshare's Arth▇▇ ▇▇▇chandise Planning, Commander Sales Analysis, BudgetPLUS (version without "ad hoc" spreadsheet write capability), or Performance Measurement applications) which in any manner does not meet the requirements set forth either in Section I(A) or Subsections I(B)(1)(b), (c), or (d) above will result in the sublicense being subject to the royalty rate of the Full Use Tier in Section I(C) below. ****************************************** 3. The Application Specific Use sublicense royalty in Subsection I(B)(1) above shall be further subject to the volume discounts in Section I(D) below. 4. In the case of a customer that has previously purchased from Comshare or a Comshare Distributor a Limited Use sublicense, the royalty for an upgrade to an Application Specific Use sublicense for each server shall be the difference between the royalty as calculated in this Section I(B) and the amount Comshare has previously paid to Arbor for that customer's Limited Use sublicense on that server. For customers of Comshare or a Comshare Distributor that have purchased a sublicense that was granted by Comshare prior to January 1, 1998 and reported to Arbor as a "Limited Use" sublicense, the purchase of Software that is licensed as Application Specific Use in full compliance with the terms of this Section I(B) shall not require such customer to upgrade or pay any additional amounts for such "Limited Use" sublicenses purchased before the date of execution of the Second Amendment unless Comshare or the * Indicates that information has been omitted and confidential treatment has been requested therefore. All such omitted information has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2. Comshare Distributor charges such customer an upgrade fee in connection with such purchase. Comshare will provide the customer with the appropriate registration number/key to reflect the upgrade of the license. In the event that Comshare has previously paid Arbor higher fees for the Limited Use sublicenses on a server that would be due for the substituted Application Specific Use sublicense, Comshare shall not be entitled to a refund. 5. Arbor will provide Comshare with all copies of the Software and documentation required for Application Specific Use sublicenses. Comshare will give Arbor reasonable advance forecasts of its inventory requirements for documentation, and Arbor will use commercially reasonable efforts to provide Comshare with the required inventory level. If Comshare produces the documentation itself, then Comshare may subtract its reasonable costs of producing the documentation from amounts otherwise owed by Arbor; provided, however, that such costs shall not exceed Arbor's own costs by more than ********* Arbor will deliver to Comshare (at locations designated by Comshare): three (3) copies of the Software on appropriate media and three (3) hard copies and one (1) electronic media copy of the documentation and training materials as it changes from time to time. 6. In the event that Comshare assigns to a third party its rights under the License Agreement in connection with the sale or exclusive license of a particular Comshare product or product line, the applicable Application Specific Use royalty rate under this Section I(B) for the distribution or sublicense of the Software by such third party assignee shall be *********** of Arbor's then current local country list price for the Software. Such royalty rate shall not be subject to any volume discounts.

Application Specific Use Tier. 1. Comshare shall pay Arbor ************* of Arbor's CUR, as defined in Section IV(A) below, for each unit of the Software distributed by Comshare or a Comshare Distributor as a component of a Comshare-packaged application, including without limitation the current versions of Comshare's BudgetPLUS (ad hoc spreadsheet read/write version) and Commander Decision (general purpose) applications, in each case where all of the following requirements are satisfied: a. The Software provided does not qualify for the Limited Use royalty rate in Subsection I(A)(1) above. b. Where a single Comshare-packaged application is delivered to the customer, use of the Software is contractually-contractually- limited to use by the customer with the single Comshare application delivered. The Comshare customer license agreement governing the use of the Software must be in a hard copy (i.e., paper) form delivered to and executed by the customer, and must prominently display the following language: THE ARBOR ESSBASE SOFTWARE PROVIDED WITH THIS COMSHARE APPLICATION SOFTWARE IS LIMITED TO USE ONLY WITH THIS COMSHARE PRODUCT. Where Commander Decision (or any successor product) is delivered to the customer solely for use with a Comshare-packaged application, such as BudgetPLUS, such combination shall be deemed a single Comshare-packaged application for purposes of this Subsection I(B)(1)(b), provided that the Comshare customer license agreement governing the use of the Software must be in a hard copy (i.e., paper) form delivered to and executed by the customer, and must prominently display the following language: * Indicates that information material has been omitted and confidential treatment has been requested therefore. All such omitted information material has been filed separately with the Securities and Exchange Commission SEC pursuant to Rule 24b-2. THE ARBOR ESSBASE AND COMMANDER DECISION SOFTWARE PROVIDED WITH THIS COMSHARE APPLICATION SOFTWARE ARE LIMITED TO USE ONLY WITH THIS COMSHARE APPLICATION. c. Where Commander Decision (or any successor product) is delivered to the customer as a general purpose application or non-non- application specific development platform, use of the Software is contractually-contractually- limited to use by a customer with Commander Decision and for the development and use of a single application. The Comshare customer license agreement governing the use of the Software must be in a hard copy (i.e., paper) form delivered to and executed by the customer, and must prominently display the following language: THE ARBOR ESSBASE SOFTWARE PROVIDED WITH THIS COMSHARE APPLICATION SOFTWARE IS LIMITED TO USE ONLY WITH COMMANDER DECISION FOR THE DEVELOPMENT AND USE OF A SINGLE APPLICATION. d. The Essbase Data Analysis Server delivered to the customer is programmatically restricted to permit establishment of a single application "folder" in the Essbase Application Management/Data Management hierarchy, so as to permit the end user to administer only a single application through the Essbase Application Manager. Any sample databases provided by Arbor with the Software shall be delivered by Arbor in the single application folder. This restriction shall not limit the number of databases that may be created for a single application. 2. Any distribution or sublicense of the Software (whether or not as a component module of a Comshare application including without limitation Comshare's Arth▇▇ ▇▇▇chandise ▇▇▇ Merchandise Planning, Commander Sales Analysis, BudgetPLUS (version without "ad hoc" spreadsheet write capability), or Performance Measurement applications) which in any manner does not meet the requirements set forth either in Section I(A) or Subsections I(B)(1)(b), (c), or (d) above will result in the sublicense being subject to the royalty rate of the Full Use Tier in Section I(C) below. * ******************************************Indicates that material has been omitted and confidential treatment has been requested therefore. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 3. The Application Specific Use sublicense royalty in Subsection I(B)(1) above shall be further subject to the volume discounts in Section I(D) below. 4. In the case of a customer that has previously purchased from Comshare or a Comshare Distributor a Limited Use sublicense, the royalty for an upgrade to an Application Specific Use sublicense for each server shall be the difference between the royalty as calculated in this Section I(B) and the amount Comshare has previously paid to Arbor for that customer's Limited Use sublicense on that server. For customers of Comshare or a Comshare Distributor that have purchased a sublicense that was granted by Comshare prior to January 1, 1998 and reported to Arbor as a "Limited Use" sublicense, the purchase of Software that is licensed as Application Specific Use in full compliance with the terms of this Section I(B) shall not require such customer to upgrade or pay any additional amounts for such "Limited Use" sublicenses purchased before the date of execution of the Second Amendment unless Comshare or the * Indicates that information has been omitted and confidential treatment has been requested therefore. All such omitted information has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2. Comshare Distributor charges such customer an upgrade fee in connection with such purchase. Comshare will provide the customer with the appropriate registration number/key to reflect the upgrade of the license. In the event that Comshare has previously paid Arbor higher fees for the Limited Use sublicenses on a server that would be due for the substituted Application Specific Use sublicense, Comshare shall not be entitled to a refund. 5. Arbor will provide Comshare with all copies of the Software and documentation required for Application Specific Use sublicenses. Comshare will give Arbor reasonable advance forecasts of its inventory requirements for documentation, and Arbor will use commercially reasonable efforts to provide Comshare with the required inventory level. If Comshare produces the documentation itself, then Comshare may subtract its reasonable costs of producing the documentation from amounts otherwise owed by Arbor; provided, however, that such costs shall not exceed Arbor's own costs by more than ********* . Arbor will deliver to Comshare (at locations designated by Comshare): three (3) copies of the Software on appropriate media and three (3) hard copies and one (1) electronic media copy of the documentation and training materials as it changes from time to time. 6. In the event that Comshare assigns to a third party its rights under the License Agreement in connection with the sale or exclusive license of a particular Comshare product or product line, the applicable Application Specific Use royalty rate under this Section I(B) for the distribution or sublicense of the Software by such third party assignee shall be *********** of Arbor's then current local country list price for the Software. Such royalty rate shall not be subject to any volume discounts.