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EXHIBIT 10.18
FORM OF EXTENDED SOFTWARE LICENSE AGREEMENT
[SALES LOGIX LOGO]
AGREEMENT NO._____
SALES INFORMATION SYSTEM(TM) (3.0)
SOFTWARE LICENSE AGREEMENT
This Software License Agreement ("Agreement") is effective as of
__________________, 199_ (the "Effective Date") by and between SalesLogix
Corporation, an Arizona corporation ("SalesLogix"), with offices at ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, and
__________________________, with offices at _____________________ ("Licensee").
1. DEFINITIONS AND SPECIFICATION SCHEDULE
1.1 "SPECIFICATION SCHEDULE" shall mean the schedule attached to this
Agreement.
1.2 "SOFTWARE" shall mean the proprietary computer software product of
SalesLogix known as Sales Information System, Release 3.0, including
Documentation related to this product, and any updated version or portion of
such product provided to Licensee by SalesLogix. More specifically, the term
"Software" shall refer to the version(s) of Sales Information System, Release
3.0 -- i.e., Remote Client, Workgroup Client, Information Server,
Synchronization/Agent Server -- designated in the Specification Schedule
(including subsequent amendments to the Specification Schedule) as subject to
this Agreement.
1.3 "DOCUMENTATION" shall mean the standard user documentation, manuals
and other printed materials delivered to Licensee by SalesLogix which relate to
the Software.
1.4 "REMOTE CLIENT LICENSE" shall mean a license to use the Software by
one user on a single personal computer ("PC"). This license also permits the
user to access a client server that is running the Software pursuant to a
Synchronization Server License.
1.5 "WORKGROUP CLIENT LICENSE" shall mean a license to use the Software
by one user connected to a client server based network that is running the
Software pursuant to an Information Server License.
1.6 "INFORMATION SERVER LICENSE" shall mean a license to use the
Software on a single client server so as to allow use of the Software by a
number of users equal to the number of Workgroup Client Licenses purchased.
1.7 "SYNCHRONIZATION SERVER LICENSE" shall mean a license to use the
Software on a single client server so as to allow remote access by a number of
users equal to the number of Remote Client Licenses.
1.8 "MAINTENANCE SUPPORT" shall mean those maintenance support services
described in detail on EXHIBIT A to this Agreement.
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1.9 "TECHNICAL SUPPORT" shall mean those technical support services
described in detail on EXHIBIT B to this Agreement.
1.10 "UPDATE" shall have the meaning set forth in EXHIBIT A to this
Agreement.
1.11 "UPGRADE" shall have the meaning set forth in EXHIBIT A to this
Agreement.
1.12 "SYSTEM MANAGER" as identified in the Specification Schedule shall
mean Licensee's contact person for the purpose of SalesLogix's provision of
Maintenance and Technical Support, as more fully described in EXHIBIT A and
EXHIBIT B to this Agreement.
2. GRANT OF LICENSE
Subject to the terms and conditions of this Agreement, SalesLogix
hereby grants and Licensee hereby accepts a non-transferable, non-exclusive
license to use the versions of the Software for the number of users identified
in the Specification Schedule, as they may be amended or supplemented by the
parties from time to time.
2.1 SCOPE OF LICENSE. The Software licensed pursuant to a
Synchronization Server or Information Server License, if any, may be used only
on the Designated Computer System at the Designated Facility described in the
Specification Schedule, and the Licensee may use such Software and related
Documentation only for internal operations at the Designated Facility and, at
any given time, only to support the number of separate Remote Client and/or
Workgroup Client Licenses purchased by the Licensee. Licensee shall not use the
Software licensed pursuant to a Information Server or Synchronization Server
License, if any, at a non-Designated Facility or on a non-Designated Computer
System without first obtaining an additional written license from SalesLogix to
do so. Software licensed pursuant to a single Remote Client License may be
installed on only one PC at any one time. Licensee may make one copy of the
licensed Software solely for back-up purposes. Licensee shall not make copies of
the Documentation, but may purchase additional copies of Documentation from
SalesLogix at SalesLogix's then standard rates.
2.2 OWNERSHIP OF SOFTWARE. Exclusive title to and ownership of the
Software, the Documentation, and all copies thereof shall at all times remain
with SalesLogix.
2.3 TERM OF LICENSE. Unless terminated by SalesLogix or Licensee
pursuant to Section 8 of this Agreement, the licenses granted to Licensee by
this Agreement shall be perpetual; provided, however, that the Information
Server or Synchronization Server License shall remain limited to use of the
Software at the Designated Facility on the Designated Computer System unless
otherwise agreed by SalesLogix.
3. DELIVERY, INSTALLATION, TRAINING AND MAINTENANCE AND TECHNICAL SERVICES
3.1 GENERAL. SalesLogix shall deliver to Licensee the Software and the
Documentation within business days of SalesLogix's execution of this
Agreement. Unless otherwise agreed in writing by SalesLogix, SalesLogix shall
have no obligation to: (i) install or to oversee the installation of the
Software and shall have no liability arising out of or in connection with
installation of the Software; (ii) provide training under this Agreement; or
(iii) (unless Licensee purchases optional Maintenance and/or Technical Support
services pursuant to the other provisions of this Section 3) provide any
Maintenance or Technical Support services to Licensee.
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3.2 MAINTENANCE SUPPORT. If Licensee purchases Maintenance Support,
SalesLogix shall provide the services described on EXHIBIT A for the Initial
Term specified in the Specification Schedule. Following the Initial Term,
SalesLogix will offer Maintenance Support on an annual basis for a fee, payable
12 months in advance, equal to ten percent (10%) of SalesLogix's list price for
the Software in effect at the commencement of the renewal period. If originally
purchased, Maintenance Support shall be extended and renewed automatically for
an additional 12-month renewal period on each anniversary date of the Effective
Date, unless either SalesLogix or Licensee provides the other with written
notice in advance of such anniversary date of its election to terminate
Maintenance Support as of the anniversary date.
3.3 TECHNICAL SUPPORT. If Licensee purchases Maintenance Support,
SalesLogix shall provide the services described on EXHIBIT B for the Initial
Term specified in the Specification Schedule. Following the Initial Term,
SalesLogix will offer Technical Support on an annual basis for a fee, payable 12
months in advance, equal to ten percent (10%) of SalesLogix's list price for the
Software in effect at the commencement of the renewal period. If originally
purchased, Technical Support shall be extended and renewed automatically for an
additional 12-month renewal period on each anniversary date of the Effective
Date, unless either SalesLogix or Licensee provides the other with written
notice in advance of such anniversary date of its election to terminate
Technical Support as of the anniversary date.
4. LICENSE FEES AND PAYMENT
4.1 LICENSE AND SUPPORT FEES. In exchange for the licenses granted by
this Agreement, Licensee shall pay SalesLogix the respective license fees set
forth in the Specification Schedule. In exchange for the Maintenance and
Technical Support services, if any, specified in the Specification Schedule,
Licensee shall pay SalesLogix the respective support fees set forth in the
Specification Schedule.
4.2 PAYMENT. All fees and charges under this Agreement shall be paid in
U. S. Dollars within thirty (30) days of Licensee's receipt of SalesLogix's
invoice. All amounts not paid within thirty (30) days shall bear interest at the
lesser of one and one-half percent (1.5%) per month or the highest contract rate
allowed by law, from the date due until paid.
4.3 TAXES. Licensee shall pay all personal property, sales, use,
value-added and similar taxes (other than taxes on SalesLogix' income) arising
from the transactions described in this License.
5. INTELLECTUAL PROPERTY RIGHTS; CONFIDENTIALITY
Licensee acknowledges that the Software, including methods, processes
or techniques utilized therein, are proprietary to and valuable trade secrets of
SalesLogix and are protected by United States copyright law and international
treaties. Licensee shall take no actions which impair or infringe SalesLogix's
intellectual property rights. Licensee shall not use, copy, modify, transfer,
download, merge, make any translation or derivative work or otherwise deal with
the Software except as expressly provided in this Agreement. In no event shall
Licensee cause or permit the disassembly, reverse compilation or other decoding
of any Software. Licensee agrees not to remove or destroy any copyright notices,
other proprietary markings or confidentiality legends placed upon or contained
within the Software.
6. LIMITED WARRANTY; INFRINGEMENT INDEMNIFICATION; LIMITATIONS ON
LIABILITY
6.1 LIMITED WARRANTIES. SalesLogix warrants the diskette(s), if any, on
which the Software is furnished shall be free from defects in material and
workmanship under normal use for a period of ninety (90) days from the date of
delivery to Licensee. Any replacement Software will be warranted for the
remainder of the original warranty period or thirty (30) days, whichever is
longer. SalesLogix further warrants to Licensee for a period of [SIX MONTHS]
(the "warranty period") that the Software will perform substantially as set
forth in the Documentation. SalesLogix does not warrant that the Software will
operate in combination with other software selected by Licensee, or that the
Software will operate uninterrupted or free of non-material errors. Provided
SalesLogix is able to reproduce an error reported by Licensee, SalesLogix will
modify or replace, at no additional charge to Licensee, the Software to correct
any error which causes the Software not to perform substantially as set forth in
the
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Documentation, provided that Licensee reports the malfunction to SalesLogix
during the foregoing warranty period. In the event that SalesLogix is unable
after reasonable efforts to correct any such material error, Licensee may at its
option terminate this License and, upon return of the Software to SalesLogix,
SalesLogix shall provide to Licensee a pro rata refund of the license fees paid
based on a useful life of the Software of [THREE (3)] years, and any unearned
prepaid Maintenance or Technical Support fees. SalesLogix further warrants that:
(i) the Software does not contain any malicious code, program, or other internal
component (e.g., computer worm, time bomb, or similar component) and has been
screened using customary procedures in the industry for viruses; and (ii) the
Software will, under normal use and service, record, store, process and present
calendar dates falling on or after January 1, 2000, in the same manner, and with
the same functionality, data integrity and performance, as the Software records,
stores and presents calendar dates on or before December 31, 1999. The Software
uses two date formats (YYYYMMDD and MMDDYYYY) which it inherits from Microsoft
Windows 95 or Windows NT. SalesLogix warrants that the Software will lose no
functionality with respect to the introduction of records (in a Year 2000
compatible format) containing dates falling on or after January 1, 2000.
Notwithstanding the foregoing, SalesLogix does not warrant and hereby expressly
disclaims any warranty that the Software supports Year 2000 date processing and
displays caused by external sources of date input which are not generally in a
Year 2000 compatible format. SalesLogix will modify or replace the portions of
the Software that fail the foregoing virus or Year 2000 warranty. The remedies
described in this Section 6.1 shall be Licensee's sole and exclusive remedies
for errors contained in and for the performance of the Software.
6.2 CONDITIONS TO LIMITED WARRANTIES. The limited warranties in Section
6.1 are conditioned upon Licensee's use of the Software in accordance with the
terms of the Documentation. The limited warranties set forth in Section 6.1
shall not apply to the extent that an error occurs because of and would not have
occurred but for: (i) modifications made to the Software by a party other than
SalesLogix; (ii) Licensee's failure to implement enhancements provided by
SalesLogix to Licensee; or (iii) use of the Software in connection with any
computer equipment or devices not meeting the minimum requirements set forth in
the Documentation.
6.3 DISCLAIMERS. EXCEPT FOR THE LIMITED WARRANTIES DESCRIBED IN SECTION
6.1, SALESLOGIX DISCLAIMS ALL OTHER WARRANTIES CONCERNING THE SOFTWARE AND
EQUIPMENT, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WHETHER OR NOT ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES, SALESLOGIX SHALL NOT UNDER ANY CIRCUMSTANCES BE
LIABLE TO LICENSEE OR ANY OTHER PARTY FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL
DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
GOODWILL, WORK STOPPAGE, LOST PROFITS, LOST DATA OR COMPUTER HARDWARE OR
SOFTWARE DAMAGE, FAILURE OR MALFUNCTION.
6.4 INDEMNIFICATION FOR INFRINGEMENT. SalesLogix agrees to either
defend or settle, at SalesLogix's expense and discretion, any claim against
Licensee arising from a claim that Licensee's authorized and proper use of the
Software or Documentation under this Agreement infringes any U.S. patent,
copyright, trade secret or other proprietary right and to indemnify Licensee
from any settlement or final judgment against Licensee related to such
infringement claim. If, in SalesLogix' opinion, the Software is likely to become
or does become the subject of a claim of infringement or misappropriation of a
U.S. patent, copyright, trade secret or other proprietary right, SalesLogix, at
its election, may either: (i) promptly replace the Software with a substantially
compatible and functionally equivalent non-infringing software product, (ii)
promptly modify the Software to make it non-infringing and substantially
compatible and functionally equivalent, (iii) promptly procure the right of
Licensee to continue using the Software; or (iv) if none of the first three
options is commercially feasible, refund a pro rata portion of the license fee
(based on a useful life of three (3) years), and any unearned prepaid
Maintenance or Technical Support fees and the license for such Software shall be
terminated. Licensee shall promptly notify SalesLogix of any claims concerning
its use of the Software, and shall not independently defend or respond to any
such claim. Licensee shall cooperate with SalesLogix in the defense of any such
claims, at SalesLogix' expense, as reasonably requested by SalesLogix.
Licensee's failure to implement an enhancement required by SalesLogix shall void
the indemnification provided in this Section 6.4. THE REMEDIES SET FORTH IN THIS
SECTION 6.4 SHALL BE LICENSEE'S SOLE REMEDIES IN THE EVENT OF AN INFRINGEMENT
CLAIM RELATING TO THE SOFTWARE.
7. COMPLIANCE WITH EXPORT LAWS
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Licensee shall not export, ship, transmit or re-export the Software of
Documentation in violation of any applicable law or regulation including,
without limitations, the Export Administration Regulations issued by the United
States Department of Commerce.
8. TERMINATION
8.1 TERMINATION OF AGREEMENT BY SALESLOGIX. If Licensee defaults in
performing any material obligations required under this Agreement, SalesLogix
may give written notice of its intention to terminate this Agreement, describing
in reasonable detail the default. If Licensee fails to remedy such material
default within thirty (30) days following such written notice, or if such
default is not capable of cure within such thirty (30)-day period, and Licensee
fails to commence cure procedures within such thirty (30)-day period and
diligently prosecute such procedures until the default is cured, then SalesLogix
may, in addition to all other remedies available at law or in equity, terminate
this Agreement and the Software licenses.
8.2 TERMINATION OF LICENSE BY LICENSEE. Licensee may, at its option,
terminate the licenses granted under this Agreement for convenience upon written
notice to SalesLogix.
8.3 EFFECT OF TERMINATION. In the event this Agreement is terminated
for any reason, Licensee shall immediately discontinue use of and shall return
to SalesLogix or destroy all Software and Documentation, including all copies
thereof. Sections 2.2, 5, 6.3, 9.3 and 9.4 shall survive any termination of this
Agreement.
9. GENERAL
9.1 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof, and all prior
agreements, representations, and statements with respect to such subject matter
are superseded hereby. This Agreement may not be altered, modified, amended,
changed, rescinded or discharged in whole or in part, except by written
agreement executed by both Licensee and SalesLogix.
9.2 ASSIGNMENT. This Agreement and the licenses granted hereunder may
not be assigned without the prior written consent from SalesLogix and any
attempt to do so without permission shall be void.
9.3 SEVERABILITY. To the fullest extent possible each provision of this
Agreement shall be interpreted in such fashion as to be effective and valid
under applicable law. If any provision of this Agreement is declared void or
unenforceable for particular facts or circumstances, such provision shall remain
in full force and effect for all other facts or circumstances. If any provision
of this Agreement is declared entirely void or unenforceable, such provision
shall be deemed severed from this Agreement, which shall otherwise remain in
full force and effect.
9.4 GOVERNING LAW. The validity and performance of this Agreement shall
be governed by and construed in accordance with the laws of the State of
Arizona, excluding that body of law applicable to choice of law.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.
SALESLOGIX, CORPORATION, an [INSERT LICENSEE'S NAME]
Arizona corporation
By: By:
-------------------------------- --------------------------------
Print Name: Print Name:
----------------------- ------------------------
Its: Its:
------------------------------ -------------------------------
SalesLogix Corporation "Licensee"
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SPECIFICATION SCHEDULE
Address following issues in schedule:
Each Type of License Purchased
Synchronization Server License
Remote Client License
Information Server License
Workgroup Client License
Number of Each Type of License Purchased
Price Per License
Total Costs of Licenses
Type of Support Purchased
Maintenance Support
Technical Support
Total Cost of Support
Licensee's "Designated Facility" (required if Server License
purchased)
Licensee's "Designated Computer System" (required if Server License
purchased)
Licensee's "System Manager":
-----------------------------
-----------------------------
Phone:
-----------------------
Fax:
-----------------------
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EXHIBIT A -- MAINTENANCE SUPPORT SERVICES
This exhibit describes the terms and conditions relating to Maintenance
Support Services that SalesLogix will provide to Licensee during the Initial
Term of Maintenance Support and any renewals thereof.
SALESLOGIX PRODUCT UPDATES: From time to time SalesLogix may develop
permanent fixes or solutions to known problems or bugs in the Software and
incorporate them into a formal "Update" to the Software. If Licensee is
receiving Maintenance Support Services from SalesLogix on the general release
date for an Update, SalesLogix will provide the Licensee with the Update and
related Documentation, both at no additional charge to the Licensee.
SALESLOGIX PRODUCT UPGRADES: From time to time SalesLogix may release
to its end user licensees a major revision to the Software which adds new and
different functions or capabilities to the Software ("Upgrade"). If Licensee is
receiving Maintenance Support Services from SalesLogix on the general release
date for an Upgrade, SalesLogix will provide the Licensee with the Upgrade and
related Documentation, both at no additional charge to the Licensee.
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EXHIBIT B -- TECHNICAL SUPPORT SERVICES
This exhibit describes the terms and conditions relating to Technical
Support Services that SalesLogix will provide to Licensee during the Initial
Term of Technical Support and any renewals thereof. The Technical Support
Services described in this Exhibit do not expand on or change the Software
warranty provisions set forth in the Agreement between SalesLogix and Licensee.
A. TECHNICAL SERVICES
SalesLogix offers the following Technical Services for the Software
identified in the license Agreement:
TELEPHONE AND ELECTRONIC MAIL ASSISTANCE: Licensee's System Manager
will be given the telephone number for SalesLogix's support line and will be
entitled to contact the support line during normal operating hours (between 8:00
a.m. and 5:00 p.m. U.S. Mountain Standard Time) on regular business days,
excluding SalesLogix holidays, to consult with SalesLogix technical analysts
concerning problem resolution, bug reporting, documentation clarification, and
general technical guidance. Licensee may also contact SalesLogix through
electronic mail. SalesLogix will assist the System Manager in utilizing the
Software and in identifying and providing workarounds, if possible, for standard
component product problems. Assistance may include communicating via modem from
SalesLogix's facilities or through an electronic bulletin board.
WEB SITE SUPPORT: - online support is available 24 hours a day,
offering Licensee the ability to resolve its own problems with access to
SalesLogix's most current information. Licensee will need to enter its
designated user name and key number to gain access to the technical support
areas on SalesLogix's web site. SalesLogix's technical support areas allow the
Licensee to: (i) search an up-to-date knowledge base of technical support
information, technical tips and featured functions; (ii) access answers to
frequently asked questions; (iii) send e-mail inquiries to SalesLogix (current
response time is between 3-5 days); and (iv) access a BBS monitored by
SalesLogix technical representatives which serves as an interactive user forum
for customers to exchange ideas and solutions, list current hot topics, post
inquiries to SalesLogix technical analysts, and share experiences.
SOFTWARE PROBLEM REPORTING: Licensee may submit to SalesLogix requests
identifying potential problems in the Software. Requests should be in writing
and directed to SalesLogix by mail, courier, e-mail or by FAX. SalesLogix
retains the right to determine the final disposition of all requests, and will
inform Licensee of the disposition of each request. If SalesLogix decides in its
sole judgment to act upon a request, it will do so by providing a Bug Fix as
described below.
BUG FIXES: SalesLogix will use reasonable efforts to provide an
avoidance procedure for and a correction of each material defect in the Software
that causes the Software not to conform in all material respects with the
SalesLogix Documentation (a "Bug Fix").
B. DESIGNATED SYSTEM MANAGER.
Licensee shall designate a System Manager who shall be responsible for
maintaining the integrity of the hardware and software comprising Licensee's
Computer System of which the Software is a part. Requests for telephone
assistance or for on-site assistance may come only from the designated System
Manager. In the event that the System Manager leaves Licensee's employ, Licensee
shall designate a new System Manager. Licensee shall notify SalesLogix via
e-mail of change in System Manager prior to System Manager contacting
SalesLogix.
C. REMOTE SUPPORT
To the extent feasible, Technical Services shall be provided using
remote data links from SalesLogix to Licensee's Designated Computer System. To
facilitate remote support, Licensee shall maintain a suitable modem connected to
a direct telephone line and installed on a port of the Designated Computer
System.
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D. EXCLUSIONS FROM TECHNICAL SERVICES
SalesLogix shall have no support obligations with respect to any
hardware or software product other than the Software ("Nonqualified Products").
If SalesLogix provides support services for a problem caused by a Nonqualified
Product, or if SalesLogix's service efforts are increased as a result of a
Nonqualified Product, SalesLogix will charge time and materials for extra
service at its then current published rates for custom software services. If, in
SalesLogix's opinion, performance of Technical Support services is made more
difficult or impaired because of Nonqualified Products, SalesLogix shall so
notify Licensee, and Licensee will immediately remove the Nonqualified Product
at its own risk and expense during any efforts to render Technical Support
services under this Agreement. Licensee shall be solely responsible for the
compatibility and functioning of Nonqualified Products with the Software.
E. LICENSEE RESPONSIBILITIES
In connection with SalesLogix's provision of Technical Services as
described in this Exhibit, Licensee acknowledges that Licensee has the
responsibility to do each of the following: (1) maintain the Designated Computer
System and associated peripheral equipment in good working order in accordance
with the manufacturers' specifications, and insure that any problems reported to
SalesLogix are not due to hardware malfunction; (2) maintain the Designated
Computer System at the latest code revision level deemed necessary by SalesLogix
for proper operation of the Software; (3) supply SalesLogix with access to and
use of all information and facilities determined to be necessary by SalesLogix
to render the Technical Services described in this Exhibit; (4) perform any
tests or procedures recommended by SalesLogix for the purpose of identifying
and/or resolving any problems; (5) maintain a procedure external to the Software
for reconstruction of lost or altered files, data, or programs to the extent
deemed necessary by Licensee; (6) at all times follow routine operator
procedures as specified in the Documentation; (7) remain solely responsible at
all times for the safeguarding of Licensee's proprietary, confidential, and
classified information; and (8) ensure that the Designated Computer System is
isolated from any process links or anything else that could cause harm before
requesting or receiving remote support assistance.
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