EXHIBIT 10.27
Second Amendment to ISV License and Marketing Agreement
This Second Amendment, effective December ____, 22, 2000 (the "Second
Amendment"), further amends the ISV License and Marketing Agreement dated March
31, 1999, as amended (the "Agreement") between Blue Martini Software, Inc.
("ISV") and Blaze Software Inc., previously known as Neuron Data, Inc. All
references in the Agreement to Neuron Data or ND will mean Blaze Software.
The parties agree to amend the Agreement as follows:
1. Definitions. Unless otherwise defined in this Second Amendment, all terms are
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defined in the Agreement.
2. Licensed Product. Section 1 and Exhibit A of the Agreement are amended to
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include "Xxxx Software" in the definition of "Licensed Product" in the
Agreement, in particular by adding "Xxxx Software" to the list of "Neuron
Data Product(s)" set forth in Exhibit A (Agreement Particulars) of the
Agreement.
3. Covered Software. Section 2 of that certain Amendment to the Agreement dated
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June 30, 2000 (the "Amendment") is amended by adding "Xxxx Software" to the
list of "Blaze Software covered by the contract".
4. Application. Exhibit A of the Agreement is amended by replacing the table
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titled "ISV Applications" (listing five Blue Martini modules) with "ISV
Applications: Blue Martini Customer Interaction System (including all
modules)".
5. Target Markets. Exhibit A of the Agreement is amended by replacing "E-
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Commerce" with "E-Business (e.g., B-to-C, B-to-B, financial services, etc.)"
in the table titled "Target Markets".
6. Payment. Notwithstanding anything in the Agreement (including its Exhibits
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and Amendment) to the contrary, the sole payment obligation by ISV to Blaze
Software in connection with the license to Xxxx Software granted under this
Second Amendment is a one-time payment of [...***...], due January 31, 2001.
At ISV's option, ISV may pay Blaze Software the sum of [...***...], in
exchange for which the license granted by Blaze Software to ISV regarding
Xxxx Software will be automatically deemed perpetual and irrevocable. No
additional royalties or support or maintenance payments will be due in
connection with Xxxx Software.
7. License Grant. Section 2.2 (License Grant) of the Agreement is hereby amended
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to read in full as follows:
License Grant. Subject to the terms and conditions of this Agreement,
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Blaze Software hereby grants to ISV a non-exclusive, non-transferable
(except pursuant to Section 10.2), license to use, copy and distribute
Licensed Products (including
[...***...] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
softcopy documentation), to be used on all Supported Platform(s) and
according to the Documentation, and subject to payment of all current
License Fees and Support and Maintenance Fees set forth in Exhibit A, only
for the following purposes: (a) to develop, market and distribute
(directly or through distributors) Applications for the Target Market(s)
as defined in the Agreement, and (b) to allow ISV (directly or through
distributors) to provide support services to ISV Licensees with respect to
Applications (particularly, as to embedded Licensed Product). Other than
as expressly provided in Section 2 of the Agreement, no grant of any right
or license to any Licensed Product, Blaze Software Trademark, Confidential
Information or other Blaze Software property is made or implied.
8. Trade Secret Protection. Section 2.3 (Trade Secret Protection) of the
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Agreement is hereby amended by adding the following sentence at the end of
the paragraph:
"Notwithstanding the foregoing, ISV may make the Licensed Product
available as embedded in the Application(s) on an ASP (application service
provider) basis and may localize and/or port the Licensed Product (as
embedded in the Applications) to additional languages and platforms as
part of localizing and/or porting the Applications."
9. Support and Maintenance. Xxxx Software is being licensed to ISV without any
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obligation by Blaze Software to provide, or ISV to pay for, any support or
maintenance.
10. Warranty and Indemnification. Xxxx Software is being licensed to ISV "as
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is." BLAZE SOFTWARE EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION OF
NON-INFRINGEMENT FOR XXXX SOFTWARE. BLAZE SOFTWARE WILL NOT INDEMNIFY ISV
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FOR ANY INTELLECTUAL PROPERTY RIGHT INFRINGEMENT CLAIM MADE BY ANY THIRD
PARTY AS TO XXXX SOFTWARE.
11. Term and Termination. This Amendment is coterminous with the Agreement.
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Except as expressly amended or contradicted by this Amendment, all terms of the
Agreement remain in force.
Agreed:
Blue Martini Software, Inc. ("ISV") Blaze Software, Inc. ("Blaze Software")
By: /s/ XXXX X. XXXXXXXX, XX. By: /s/ XXXXXX XXXXXXXXXXX
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Printed Printed
Name: Xxxx X. Xxxxxxxx, Xx. Name: Xxxxxx Xxxxxxxxxxx
Title: Chief Financial Officer Title: Vice President, General Counsel
