Novient Inc – AMENDMENT TO INVESTOR RIGHTS AGREEMENT (July 14th, 2000)1 EXHIBIT 10.7 NOVIENT, INC. AMENDMENT TO INVESTOR RIGHTS AGREEMENT This Amendment to Investor Rights Agreement (this "Amendment") is made as of May 31, 2000 by and among Novient, Inc., a Georgia corporation (the "Company"), the individuals and entities listed on the signature pages hereto under the caption "Original Investors" (collectively, the "Original Investors"), and Andersen Consulting LLP, an Illinois partnership ("AC"), to amend that certain Investor Rights Agreement, dated as of February 24, 2000 (the "Agreement"), among the Company and the Investors listed on the signature pages thereto. All capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Agreement. RECITALS WHEREAS, as of the date hereof, the Company and AC have executed and delivered that
Novient Inc – INVESTOR RIGHTS AGREEMENT (July 14th, 2000)1 EXHIBIT 10.6 NOVIENT, INC. INVESTOR RIGHTS AGREEMENT This Investor Rights Agreement (this "Agreement") is made as of February 24, 2000, by and among Novient, Inc., a Georgia corporation (the "Company"), and the Investors listed on the Schedule of Investors attached hereto (identified as "Series C Investors," "Series B Investors" and "Series A Investor," and collectively, as the "Investors"). WHEREAS, the Company has entered into a Series A Preferred Stock Purchase Agreement dated September 12, 1997 with the Series A Investor whereby the Company sold, and the Series A Investor purchased, shares of Series A Preferred Stock of the Company; and WHEREAS, the Company has entered into a Series B Preferred Stock Purchase Agreement dated March 3, 1999 with the Series B Investors whereby the Company sold, and the Series B Investo
Novient Inc – MASTER ALLIANCE AGREEMENT (July 14th, 2000)1 EXHIBIT 10.5 CONFIDENTIAL TREATMENT* *CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION. BRACKETS AND "+" HAVE BEEN USED TO IDENTIFY INFORMATION WHICH IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. MASTER ALLIANCE AGREEMENT THIS MASTER ALLIANCE AGREEMENT (this "Alliance Agreement") is made and entered into as of May 31, 2000 (the "Effective Date") by and between Novient, Inc., a Georgia corporation ("Novient"), and Andersen Consulting LLP, an Illinois partnership ("Andersen Consulting"), on behalf of and for the benefit of all entities throughout the world comprising the Andersen Consulting organization (as defined below). WHEREAS, Novient is a software company that develops and markets Professional Services Automation ("PSA") Software and its various components and tools, listed on Schedul
Novient Inc – INDEMNIFICATION AGREEMENT (July 14th, 2000)1 EXHIBIT 10.8 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT, effective as of ____________, 20__, between NOVIENT, INC., a Georgia corporation ("Novient") and ________________________ ("Indemnitee"). WITNESSETH: WHEREAS, Indemnitee is a member of the Board of Directors of Novient and in such capacity performs a valuable service for Novient; WHEREAS, Novient's Bylaws authorize Novient to indemnify its directors in accordance with Section 14-2-851 of the Official Code of Georgia Annotated (the "Statute"); WHEREAS, the Statute contemplates that contracts may be entered into between Novient and each of the members of its Board of Directors with respect to indemnification; and WHEREAS, in order to encourage Indemnitee to continue to serve as a member of the Board of Directors and to perform othe
Novient Inc – 1997 STOCK OPTION PLAN (July 14th, 2000)1 EXHIBIT 10.4 AMENDMENT NO. 1 TO NOVIENT, INC. (FORMERLY INFOWAVE TECHNOLOGIES, INC.) 1997 STOCK OPTION PLAN The Novient, Inc. (formerly Infowave Technologies, Inc.) 1997 Stock Option Plan (the "Plan") is hereby amended as follows: 1. Amendment Regarding Stock Grants. The Plan is hereby amended by inserting the following as a new Section 2.5 immediately following Section 2.4: 2.5 TERMS AND CONDITIONS OF STOCK AWARDS. The Committee may, in its sole discretion, grant awards of Stock ("Stock Awards") to Participants who are eligible to receive Options pursuant to Section 2.4 hereof. Shares awarded pursuant to Stock Awards may be subject to such restrictions as determined by the Committee for periods of time d
Novient Inc – 1997 STOCK OPTION PLAN (July 14th, 2000)1 EXHIBIT 10.3 NOVIENT, INC. 1997 STOCK OPTION PLAN NOVIENT, INC. (formerly InfoWave Technologies, Inc.), a Georgia corporation, hereby establishes this Plan to be called the Novient, Inc. 1997 Stock Option Plan to encourage key employees of the Company and others to acquire Common Stock of the Company, and thus provide an incentive for continuation of their efforts for the success of the Company, for continuity of employment and to further the interests of the shareholders. SECTION 1. DEFINITIONS Whenever used herein, the masculine pronoun shall be deemed to include the feminine, the singular to include the plural, unless the context clearly indicates otherwise, and the following capitalized words and phrases are used herein with the meaning thereafter ascribed: 1.1 "Affiliate" shall me
Novient Inc – SOFTWARE LICENSE AGREEMENT (July 14th, 2000)1 EXHIBIT 10.2 NOVIENT, INC. SOFTWARE LICENSE AGREEMENT This Software License Agreement ("AGREEMENT") is effective as of [____________], 2000, ("EFFECTIVE DATE"), by and between Novient, Inc. ("NOVIENT"), a Georgia corporation and [Client Name] ("CLIENT"), a [__________________] corporation. In consideration of the mutual covenants set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. DEFINITIONS. In addition to other terms defined elsewhere in this Agreement, the following terms shall have the following meanings: (a) "DOCUMENTATION" means the User instructions for use and operation of the Software delivered contemporaneously with the Software. (b) "FEES" means all fees payable by Client to Novient under this Agreement in U.S. currency as set forth in EXH
