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Exhibit 10.6
MARKETING AGREEMENT.
MADE this 1st day of March, 1996, by and between:
SEEC, INC. a corporation domiciled in the United States of America,
("SEEC" hereinafter);
AND
ERA Software Systems Private Limited ("DISTRIBUTOR" hereinafter):
For and in consideration of the mutual covenants contained herein, and
intending to be legally bound hereby, the parties hereto do covenant and agree
as follows:
ARTICLE I DEFINITIONS.
SECTION 1 As used in this Agreement, and in the dealings between the parties,
the following terms shall be deemed to have the following meanings:
"India" means the Republic of India
"List price" means the price at which a unit of the
PRODUCT is licensed by SEEC to end-users. It
does not mean the transfer of any ownership
rights in the copyrighted technology in any
unit of the PRODUCT.
"Promote" and
"Promotion" means advertisements, press releases, printed
materials, participation in trade shows, and
any and all activities calculated to market the
PRODUCTS.
"Sales" "Sell" means the licensing of a unit of the
PRODUCT to DISTRIBUTOR, for sublicensing to
end-users. It does not mean the transfer of any
ownership rights in the copyrighted technology
in any unit of the PRODUCT.
SEEC
family of products means SEEC products that address the
technical challenges in re-engineering legacy
business applications. These products cover
capture, storage, analysis and presentation of
existing software systems.
"SEEC product
derivatives" SEEC COBOL Analyst is a core product and is
made up of the Application Capture Tool,
Application Analyst tool and CARE data
dictionary. Application development tools and
CASE tools are used for application development
and maintenance. These tools broadly cover
compilers, data modelling tools, structured
analysis and design tools, code generators,
fourth generation languages, project management
software, source and version control tools,
librarians and editors. SEEC builds, and plans
to build, links to Application development/CASE
tools and customer provided tools, based on
customer requirements. Typically the interface
will result in a derivative which will consist
of COBOL Analyst and the interface. These are
SEEC product derivatives, and they are not
within the scope of this Agreement.
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Value Added
Resellers (VARS) means entities with whom SEEC may
contract, on either an exclusive or
non-exclusive basis, to sell SEEC product
derivatives. VARS may also distribute Cobol
Analyst.
ARTICLE II PRODUCTS.
Section 1 PRODUCTS. The Products which are the subject of this Agreement
are the English versions of the Products listed in Exhibit A of this Agreement,
and all updated versions of the same together with their respective use Manuals
(collectively referred to in this Agreement as the "PRODUCTS"). As used in this
Agreement, the term PRODUCTS shall not be deemed to include SEEC product
derivatives which are not within the scope of this Agreement. SEEC product
derivatives will not be deemed updated versions of the PRODUCT.
ARTICLE III MARKETING RIGHTS
Section 1 Subject to the terms and conditions of this Agreement, SEEC
gives DISTRIBUTOR the right to market the PRODUCTS in the Territories specified
herein, and in accordance with the terms and conditions of this Agreement, by
licensing end-users to use the same in accordance with SEEC'S licensing
provisions accompanying each unit of the PRODUCTS.
Section 2 This right to market the PRODUCTS does not include any right to
manufacture, copy, or modify the PRODUCTS, or authorize any third party to do
so, except such copying as may specifically be permitted in SEEC'S licensing
provisions accompanying each unit of the PRODUCTS.
Section 3 This right to market the PRODUCTS does not include, or transfer
to DISTRIBUTOR, any rights other than the rights specifically enumerated in
this Agreement. This Agreement shall not be deemed to create any implied
rights.
Section 4 This Agreement does not transfer any ownership rights in the
PRODUCTS, and/or their source codes and object codes.
Section 5 This Agreement does not transfer any ownership rights in the
copyrights and/or trademarks and/or patents covering the PRODUCTS.
Section 6 SEEC retains all rights of ownership in and to the PRODUCTS,
its codes, copyrights, trademarks, and/or patents. And DISTRIBUTOR agrees that
it will do nothing to infringe or jeopardize SEEC's said rights.
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SECTION 7 This Agreement will not be construed to prevent SEEC from
building into the PRODUCTS such security devices as it deems appropriate to
protect SEEC'S proprietary and other interests in the PRODUCTS.
SECTION 8 SEEC will obtain legal counsel in India to advise it regarding
any necessary revisions to SEEC'S licensing provisions accompanying each unit
of the PRODUCTS, to comply with Indian law. DISTRIBUTOR will reimburse SEEC for
such legal costs.
ARTICLE IV BUSINESS PLAN.
SECTION 1 DISTRIBUTOR will market the PRODUCTS in accordance with such
Business Plans as the parties may, from time to time agree upon.
SECTION 2 The first such Business Plan is attached hereto as Exhibit B of
this Agreement. DISTRIBUTOR will update the Business Plan periodically, but not
less frequently than annually. The terms of the updated Business Plans must be
mutually satisfactory to SEEC and DISTRIBUTOR.
SECTION 3 In each Business Plan DISTRIBUTOR will identify key technical,
sales and marketing personnel.
SECTION 4 DISTRIBUTOR will ensure that all Business Plans and this
Agreement are in compliance with all applicable laws, including without
limiting the generality of the foregoing, all applicable anti-trust,
distribution, licensing and marketing laws and regulations of the United
States, and of each country in which DISTRIBUTOR'S marketing activities are
carried out. DISTRIBUTOR will indemnify SEEC and hold SEEC harmless from any
and all damages caused by any Business Plan, this Agreement, or any activity of
DISTRIBUTOR'S, its Agents and Sub-distributors, not being in compliance with
all applicable laws.
ARTICLE V AGENTS AND DISTRIBUTORS OF DISTRIBUTOR.
SECTION 1 In marketing and promoting the PRODUCTS, as specified in this
Agreement, DISTRIBUTOR may appoint Agents or sub-distributors of DISTRIBUTOR;
provided however, DISTRIBUTOR will ensure that all its Agents or
Sub-distributors market and/or promote the PRODUCTS in accordance with the
obligations of DISTRIBUTOR under this Agreement, and in accordance with SEEC'S
licensing provisions accompanying each unit of the PRODUCTS. Wherever this
Agreement imposes an obligation or limitation on DISTRIBUTOR, the said
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obligation or limitation shall be deemed to apply also to all Agents and
sub-distributors of DISTRIBUTOR.
SECTION 2 DISTRIBUTOR will enter into appropriate contracts with its
Agents and sub-distributors which will require them to comply with
DISTRIBUTOR'S obligations and limitations under the terms of this Agreement.
SEEC shall be designated a third-party beneficiary of all such agreements for
the purposes of enforcing compliance with all such obligations and limitations,
or obtaining damages for the failure to so comply, should it choose to do so.
SECTION 3 DISTRIBUTOR will further ensure that no Agent or
sub-distributor will have any rights under any applicable laws, that are
greater than the rights that DISTRIBUTOR has under the terms of this Agreement
under Pennsylvania law, and that when this Agreement terminates at the end of
its term, or is lawfully terminated before that time, the right or authority of
any Agent or sub-distributor to market the PRODUCTS will likewise terminate
(except for the right to market existing inventory as specified in Article XVI,
Section 3 of this Agreement), without any liability on the part of SEEC for
such termination.
SECTION 4 DISTRIBUTOR assumes full responsibility for the actions, (or
failure to act as required) of DISTRIBUTOR'S Agents and sub-distributors, and
DISTRIBUTOR will indemnify SEEC and hold SEEC harmless from any and all damages
which SEEC may incur, or for which SEEC may become liable, because of the act,
or failure to act, of any Agent or sub-distributor of DISTRIBUTOR.
SECTION 5 The remedies set forth in Sections 2 and 4 of this Article
shall not be deemed mutually exclusive, and SEEC may, from time to time, and at
any time, utilize either one or both such remedies, at its discretion; provided
however, in no event shall SEEC be entitled to collect a double recovery.
SECTION 6 SEEC agrees not to enter into distribution agreements with
DISTRIBUTOR'S existing Agents identified in Exhibit C of this Agreement.
ARTICLE VI AGENCY/JOINT VENTURE.
SECTION 1 This Agreement shall not be deemed to create a joint-venture.
DISTRIBUTOR is not an agent of SEEC, nor is SEEC an agent of DISTRIBUTOR.
Neither party wi II have the authority to bind the other to any contractual or
other commitments without the prior written approval of the party to be bound.
SECTION 2 No Agent or Sub-distributor of DISTRIBUTOR shall be deemed an
agent or distributor or representative of SEEC. Nor shall any such Agent or
Sub-distributor of
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DISTRIBUTOR have any authority to bind SEEC to any contractual or other
commitments without SEEC'S prior written approval.
ARTICLE VII TERRITORY.
SECTION 1 NON-EXCLUSIVE TERRITORY. SEEC hereby gives DISTRIBUTOR the
non-exclusive right to market the PRODUCTS in the following Territory in
accordance with the terms and conditions of this Agreement and for the term of
this Agreement.
India
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SECTION 2 DISTRIBUTOR shall not market the PRODUCTS to customers outside
the Territory, without SEEC'S prior written consent.
ARTICLE VIII PROMOTIONAL ACTIVITIES.
SECTION 1 NON-EXCLUSIVE PROMOTION RIGHTS. Subject to the provisions of
Article 3 of this Agreement, and while this Agreement is in effect, SEEC hereby
gives DISTRIBUTOR the non-exclusive right to promote the PRODUCTS in:
India,
including without limiting the generality of the foregoing, the distribution of
brochures, direct mail, and participation at trade shows; provided however, all
promotional materials and activity shall:
(a) Require the prior written approval of SEEC, and be in a form
approved by SEEC;
(b) Maintain the high standard of quality embodied in SEEC's standard
promotional activities;
(c) Identify the PRODUCTS by SEEC'S standard names and titles, with
appropriate copyright and trademark designations;
(d) Maintain the integrity of, and not do anything to impair, SEEC'S
trademarks and copyrights;
(e) Retain SEEC'S (or the Developer's) standard identifying marks on
the PRODUCTS and on any related marketing literature in the mariner
and quality reflective of SEEC'S standards.
(f) Do nothing to confuse or obscure the ownership or identity of the
PRODUCTS.
SECTION 2 It is understood and agreed that other marketers of PRODUCTS in
India:
(a) will be free to distribute literature regarding the PRODUCTS which
are the subject of this Agreement, in the form of brochures and
direct mail, or any other form approved by SEEC;
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(b) will be free to demonstrate the PRODUCTS which are the subject of
this Agreement at trade shows and conferences;
(c) will be permitted to mention the PRODUCTS which are the subject of
this Agreement in their general product advertisements, so long as
such advertisements are not solely (100%) devoted to the PRODUCTS
which are the subject of this Agreement.
SECTION 3 EXCLUSIVE PROMOTION RIGHTS. SEEC hereby retains for itself the
exclusive right to engage in the following promotion activities for the
PRODUCTS in India:
(a) Advertisements that are one hundred (100%) per cent devoted to the
PRODUCTS, (i.e. in which no product other than the PRODUCTS are
mentioned),
(b) Press conferences in India related to the PRODUCTS.
SECTION 4 DISTRIBUTOR will maintain a minimum level of promotion and
sales, which level will be mutually agreed to in the Business Plans and their
updates. Failure by the parties to mutually agree to a minimum level of
promotion and sales will entitle SEEC to terminate this Agreement after the
first eighteen (18) months.
SECTION 5 DISTRIBUTOR agrees that it will not conduct itself in such a
manner as may reflect discredit on SEEC or on the PRODUCTS. SEEC reserves the
right to direct DISTRIBUTOR to discontinue any marketing activities of which
SEEC disapproves.
SECTION 6 DISTRIBUTOR will not use SEEC'S name, SEEC'S trademarks, or
PRODUCT names in any manner whatsoever, without the prior written consent of
SEEC.
ARTICLE IX CONFIDENTIALITY
SECTION 1 The parties agree to keep confidential all technical and
commercial information, which either party may designate to the other in
writing as confidential, unless any such data is published and in the public
domain. This obligation to keep data confidential shall include proprietary
data even though it may not fall within the common law definition of trade
secrets, so long as the party providing the information designates it as
confidential, and so long as it is not published and in the public domain.
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ARTICLE X NON-COMPETE COVENANT.
SECTION 1 While this Agreement is in effect, DISTRIBUTOR will not market
or promote any products that compete with SEEC products in any Territory
covered by this Agreement.
SECTION 2 If, while this Agreement is in effect, DISTRIBUTOR develops or
acquires, directly or indirectly, a whole or part interest in a product that is
similar to any one of the PRODUCTS covered by this Agreement, DISTRIBUTOR will
inform SEEC, and SEEC will have the absolute right, at its sole discretion, to
terminate this Agreement.
ARTICLE XI ROYALTIES
SECTION 1 PAID-UP ROYALTIES. At the time this Agreement is signed,
DISTRIBUTOR will pay SEEC the amount of: Nil ($0) DOLLARS (US) in paid-up,
non-refundable royalties, for the right to market the PRODUCTS in the Territory
covered by this Agreement. The unit royalties described in Section 2 of this
Article will be credited against these paid up royalties until the same has
been used up.
▇▇▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇. DISTRIBUTOR will pay SEEC in dollars, unit
royalties computed at Forty (40%) of the suggested International list price on
each unit of the PRODUCTS obtained by DISTRIBUTOR from SEEC for sublicensing to
end-users through its marketing network for a period of 180 days effective from
the date of this agreement as promotional offer. After the end of the
promotional period, DISTRIBUTOR will pay SEEC in dollars, unit royalties
computed at Fifty (50%) of the suggested International list price on each unit
of the PRODUCTS obtained by DISTRIBUTOR from SEEC, The current International
list price, and the royalties to be paid by DISTRIBUTOR on the PRODUCTS are Set
forth in Exhibit D hereof. These prices may be revised by SEEC at its sole
discretion, at any time, and from time to time. Following the exhaustion of the
paid-up royalties specified in Section 1 above, payment of unit royalties will
be net ten (10) days. After ten (10) days, unpaid invoices will carry interest
at the rate of 1% per month. Repeated failures to timely pay unit royalties in
a timely fashion w ill entitle SEEC to terminate this Agreement before the end
of its three (3) year term.
SECTION 3 International List Prices will be the dollar equivalent in the
currency of Indian Rupees. Unit royalties will be paid to SEEC by DISTRIBUTOR
in the dollar equivalent of 50 per cent of the dollar list price in each
country Prices will not be revised for fluctuations in exchange rates of up to
ten (10%) per cent. If the exchange rate fluctuates beyond ten (10%) percent,
SEEC will revise the Price List for that country.
SECTION 4 All prices will be FOB Pittsburgh, PA and do not include
shipping, packing and insurance.
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SECTION 5 Subject to applicable anti-trust laws, SEEC agrees establish a
dollar List Price for sale of the PRODUCTS in India, and will not sell the
PRODUCTS to any end-user or Distributor at less than the applicable Dollar List
Price. If this provision is in violation of applicable anti-trust laws, this
provision will be deemed void and unenforceable.
ARTICLE XII NEW PRODUCTS.
SECTION 1 While this Agreement is in effect, SEEC will give DISTRIBUTOR a
right of first refusal on non-exclusive marketing rights in the Territory
covered by this Agreement, for such new products in the SEEC family of
products, as may be developed by SEEC New products, as used in this provision,
will not include SEEC product derivatives, or any products developed for VARS
or for any other entity.
ARTICLE XIII TECHNICAL SUPPORT.
SECTION 1 SEEC will provide three days of technical support and training,
in English, for DISTRIBUTOR'S personnel in Pittsburgh. SEEC will bear the
travel and living costs for its personnel. DISTRIBUTOR will bear the costs of
travel for its personnel and will make the necessary class room arrangements
for the training sessions, at its cost.
SECTION 2 DISTRIBUTOR will be responsible for providing all technical and
customer support in DISTRIBUTOR'S Territory, and will ensure that adequate
technical and customer support is available to its end-users, so that the
marketability and reputation of the PRODUCTS will not suffer for want of
adequate customer support.
SECTION 3 SEEC will provide telephone support to the product manager of
DISTRIBUTOR during SEEC'S normal office hours in the US. DISTRIBUTOR will
co-ordinate with all of its offices in India.
ARTICLE XIV REPRESENTATIONS AND WARRANTIES.
SECTION 1 SEEC warrants that it has the right to enter into this
Agreement with DISTRIBUTOR, and give the marketing and promotion rights for the
PRODUCTS, which are the subject of this Agreement.
SECTION 2 SEEC, at its cost, will replace, FOB Pittsburgh, PA, all
defective materials returned to its Pittsburgh office. Replacement will be only
for parts that are defective. Costs of
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transportation for replacement of defective parts will be borne by DISTRIBUTOR
or DISTRIBUTOR'S end user.
SECTION 3 THERE ARE NO EXPRESS OR IMPLIED WARRANTIES BY SEEC TO
DISTRIBUTOR, TO DISTRIBUTOR'S AGENTS OR SUB-DISTRIBUTORS, OR TO DISTRIBUTOR'S
END-USERS, OTHER THAN THE ABOVE SPECIFIED OBLIGATION TO REPLACE DEFECTIVE
MATERIALS.
SECTION 4 SEEC will have no liability for direct damages, incidental
damages, consequential damages, punitive damages, indemnification or
contribution to DISTRIBUTOR, to DISTRIBUTOR'S Agents or Sub-distributors, or to
any end-user, other than the above specified obligation to replace defective
materials.
SECTION 5 In marketing and promoting the PRODUCTS, DISTRIBUTOR shall not
make any representations regarding the PRODUCTS, warranties, service, price, or
any other representations whatsoever, except as set forth in the PRODUCTS
literature supplied by SEEC, without SEEC'S prior written approval.
SECTION 6 In making proposals to end-users, DISTRIBUTOR will ensure that
the end-user is aware of all technical and other requirements necessary for the
proper functioning of the PRODUCTS.
SECTION 7 DISTRIBUTOR will ensure that its Agreements with its Agents,
Sub-distributors, and end-users contain adequate provisions to effectuate the
provisions of this Article, and will indemnify SEEC and save SEEC harmless from
any and all liability caused by DISTRIBUTOR'S failure to do so.
SECTION 8 DISTRIBUTOR will use its best efforts to market and promote the
PRODUCTS in its Territory, in accordance with the terms of this Agreement, the
terms of SEEC'S licensing provisions accompanying each unit of the PRODUCTS,
and the Business Plans mutually agreed to by the parties.
ARTICLE XVI DURATION AND TERMINATION.
SECTION 1 INITIAL TERM. This Agreement shall become effective as of the
date first above written, and shall continue in full force and effect for a
period of three (3) years from that date, unless terminated before that time by
either party upon thirty (30) day's written notice, for cause. Unless renewed
by mutual agreement, at the end of the aforesaid three (3) year term,
DISTRIBUTOR'S right to market and promote the PRODUCTS shall terminate
absolutely, without any liability by SEEC to DISTRIBUTOR. its Agents or
Distributors, for the said
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termination. DISTRIBUTOR will ensure that its Agreements with its Agents and
Distributors so provide.
SECTION 2 RENEWAL. The parties may mutually agree to renew this Agreement
upon the same, or mutually agreed to different terms, for another three (3)
year term, or for a mutually agreed to new term. There will be no automatic
right to renewal of this Agreement by either party. Renewal by SEEC will be
subject to DISTRIBUTOR'S sales performance, to SEEC'S satisfaction with
DISTRIBUTOR as a marketer and promoter of the PRODUCTS, and to the negotiation
of mutually satisfactory economic terms, all of which shall be decided by SEEC
at its sole discretion. Renewal by DISTRIBUTOR will likewise be subject to
DISTRIBUTOR'S satisfaction with the PRODUCTS, with SEEC, and with the
negotiation of mutually satisfactory economic terms, all of which shall be
decided by DISTRIBUTOR at its sole discretion. Failure to renew by either
party, for any reason, or for no reason, shall not be deemed a breach of this
Agreement or an actionable wrong.
SECTION 3 DISTRIBUTOR'S RIGHTS AND DUTIES UPON TERMINATION.
(a) Upon termination, DISTRIBUTOR will have the right to sell all unused
inventory of the PRODUCTS after termination of the Agreement.
(b) Within ten (10) days of date of termination, DISTRIBUTOR will return to
SEEC all catalogues, price lists, and all materials obtained from SEEC, and all
recorded materials (whether recorded on paper, on computer hard drive, computer
disks, or any other recording devices whatsoever) which may be related to the
subject matter of DISTRIBUTOR's marketing of the PRODUCTS.
(c) Upon termination, DISTRIBUTOR shall remit all amounts due to SEEC and,
unless SEEC instructs DISTRIBUTOR differently, DISTRIBUTOR shall notify in
writing, with a copy to SEEC, all of its Agents, sub-distributors and
end-users, that all future communications regarding the PRODUCTS should be made
directly to SEEC at the address specified in this Agreement.
(d) If DISTRIBUTOR has not made timely payment to SEEC for any PRODUCT, within
ten (10) days of termination of this Agreement, DISTRIBUTOR shall, at SEEC'S
option, assign its right to receive any payments from third parties for
PRODUCTS for which DISTRIBUTOR has not paid SEEC, and DISTRIBUTOR, at SEEC'S
option, shall notify in writing, with a copy of SEEC, all of its Agents,
sub-distributors, and end-users involved in the sub-licensing of such
unpaid-for PRODUCTS, that all future payments for such unpaid-for PRODUCTS
shall be made directly to SEEC at the address specified in this Agreement.
DISTRIBUTOR'S liability to SEEC for such unpaid-for PRODUCTS shall be reduced
by all amounts which SEEC actually receives from third parties for such
unpaid-for PRODUCTS marketed by DISTRIBUTOR under the terms of this
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Agreement, SEEC shall not be obligated to incur any expense to collect such
payments from such third parties.
SECTION 4 TERMINATION FOR DEFAULT. Any violation of this Agreement by
DISTRIBUTOR shall be deemed a default. Without limiting the generality of the
foregoing, DISTRIBUTOR'S failure to make any payment to SEEC when due, whether
or not interest is charged for the delay, shall also be deemed a default. In
the event of any default, SEEC may send a written notice to DISTRIBUTOR to
correct the default, and if DISTRIBUTOR fails to do so within thirty (30) days
after the date of such notice, SEEC may at any time thereafter terminate this
Agreement. If the nature of the default is such that it cannot be cured (for
example, a breach of confidentiality) this Agreement may be terminated by SEEC
on written notice, without the thirty day period for an opportunity to cure. In
the event of repeated defaults, not necessarily of the same type, SEEC may
terminate this Agreement upon written notice, without giving further
opportunity to cure.
SECTION 5. TERMINATION BY BUY-OUT. At any time after the first twelve
months of this Agreement, SEEC may terminate this Agreement, without cause, by
paying DISTRIBUTOR an amount equal to one hundred and fifty (150%) per cent of
DISTRIBUTOR'S previous twelve (12) month's gross revenue from the PRODUCTS
only, excluding any revenues derived from services or other activities related
to the PRODUCTS. This method of termination shall not apply to termination
under Sections 1, 2, or 4 of this Article.
SECTION 6 TERMINATION FOR OTHER REASONS.
(a) Failure by the parties to mutually agree to a minimum level of promotion
and sales to be achieved by DISTRIBUTOR will entitle SEEC to terminate this
Agreement at any time after the first eighteen (18) months.
(b) Six (6) months after signing this Agreement, the parties will agree upon
the minimum amount of DISTRIBUTOR'S first year sales, and the minimum annual
percentage increase in sales to be achieved by DISTRIBUTOR thereafter. If such
sales performance is not achieved by DISTRIBUTOR, SEEC may at any time
thereafter, terminate this Agreement upon ninety (90) days written notice to
DISTRIBUTOR.
(c) Failure by the parties to mutually agree to a business plan under Article
IV, Section 2, of this Agreement will entitle either party to terminate this
Agreement at any time after the first eighteen (18) months.
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(d) This Agreement may be terminated at any time by mutual agreement of SEEC
and DISTRIBUTOR.
ARTICLE XVII MISCELLANEOUS
SECTION 1 NOTICES: Any notices required to be sent under the terms of
this Agreement shall be sent to the parties as follows:
TO SEEC AT: TO THE DISTRIBUTOR AT:
▇▇▇▇, ▇▇▇▇ ▇▇▇▇., ▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇, 500 016 India
SECTION 2 BINDING ARBITRATION: The parties agree that all claims,
disputes and other matters in question between them, arising out of or related
to this Agreement, and the rights, duties and obligations arising thereunder or
the breach thereof, shall be decided by common-law arbitration in Pittsburgh,
PA, in accordance with the Rules of the American Arbitration Association then
prevailing, unless the parties mutually agree otherwise. This Agreement shall
not be construed as a consent to arbitrate any dispute with any person who is
not a party to this Agreement; Provided however, SEEC shall have the right to
obtain preliminary of permanent injunctive relief from a court of appropriate
jurisdiction while the arbitration process is continuing, and until such time
as the Board of Arbitrators renders its decision on the merits. The parties
agree that with regard to all such claims, disputes and remedies, arising out
of this Agreement, the American Arbitration Association, and the Federal and
State Courts in Pittsburgh, PA and applicable appellate courts, shall have
jurisdiction over their persons.
SECTION 3 SERVICE OF PROCESS in Arbitration or in Court, may be made by
certified mail , return receipt requested, to either party at the address
specified in Section 1 above of this Article.
SECTION 4 RIGHTS AND REMEDIES. Except as provided in Section 2 above of
this Article, the duties and obligations imposed by this Agreement, and the
rights and remedies available thereunder, shall be m addition to and not in
limitation of, any duties, obligations, rights and remedies otherwise imposed
or available in law or in equity.
SECTION 5 GOVERNING LAW: This: Agreement shall be governed by
Pennsylvania law.
SECTION 6 WAIVER: No action or failure to act by either party shall
constitute a waiver of any right or duty accorded to any of them under this
Agreement, nor shall any such action or
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failure to act constitute an approval of, or acquiescence in, any breach
hereunder, except as may be specifically agreed to in writing.
SECTION 7 INTEGRATION AND AMENDMENTS. The terms and conditions contained
herein constitute the full understanding of the parties, a complete allocation
of the risks between them, and a complete and exclusive statement of the terms
and conditions of their agreement. No conditions, representations, usages of
trade, understandings, or agreements, not contained herein, and purporting to
modify, waive, vary, explain or supplement the terms: or conditions of this
contract shall be binding unless hereafter made in writing and signed by a duly
authorized representative of the party to be bound.
SECTION 8 SUCCESSORS AND ASSIGNS. Any attempted assignment by DISTRIBUTOR
of the rights and obligations created by this Agreement shall be voidable at
SEEC'S sole discretion. SEEC may at any time assign its rights, obligations and
interests in this Agreement. Except as provided to the contrary herein, the
terms and conditions of this: Agreement shall be binding on the parties, their
respective executors, personal representatives, heirs, successors in interest
and assigns.
SECTION 9 GENDER AND NUMBER. All references in this Agreement to the
singular and/or to the masculine gender, shall be deemed to include the plural
and/or feminine, where appropriate.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals, as of the date first above written.
ATTEST: SEEC, INC.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (SEAL) By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
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Secretary or Treasurer President or Vice President.
ATTEST: ERA SOFTWARE SYSTEMS PVT. LTD.
By /s/ R. RAMANA
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Secretary or Treasurer President or Vice President.
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Exhibit A.
PRODUCTS WHICH ARE THE SUBJECT OF THIS AGREEMENT
SEEC Bundled COBOL Analyst
SEEC Bundled COBOL ANALYST 2000
SEEC DATE ANALYZER
SEEC SERVER COMPONENT
SEEC INVENTORY/ANALYSIS
SEEC YEAR 2000 REPORTS
SEEC ADABAS SUPPORT
SEEC IDMS SUPPORT
SEEC COBOL SLICER
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ /s/ R. ROMANA
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Initial Initial
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Exhibit B.
BUSINESS PLAN FOR NON-EXCLUSIVE MARKETING OF
THE PRODUCTS IN DISTRIBUTOR'S TERRITORY
FOR THE YEAR APRIL 96 - MARCH 97
ESTIMATED SALES BY QUARTER
Apr.-Jun. Jul.-Sep. Oct.-Dec. Jan.-Mar. TOTAL
Total US$ 45,000. 78,000. 75,000. 112,000 300,000.
[THE BUSINESS PLAN SHOULD BE SIGNED AT THE END IN THE SAME FORMAT
AS THE SIGNATURES AT THE END OF THE AGREEMENT]
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ /s/ R. ROMANA
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Exhibit C.
Existing DISTRIBUTOR Agents and Distributors
No Agents or Sub-Distributors exist currently.
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ /s/ R. ROMANA
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Initial Initial
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Exhibit D
SEEC PRODUCT
PRICE LIST
March 1996
For a SEEC Year 2000 Solutions package for COBOL Legacy applications, the
customer must purchase at least 1 copy of COBOL Analyst 2000, 1 copy of the
Inventory/Analysis Module, and 1 copy of the Year 2000 Reports Module.
Additional copies may be configured on a need basis. For other languages, Date
Analyser can be used stand alone.
SINGLE USER PER SEAT MODULES
Product COBOL COBOL Analyst Date Analyser COBOL
Analyst 2000 Slicer
Single User
Single Single US$ Single User
User User
US$ US$ US$
1-5 Users 2750. 3300. 5500. 8250.
6-10 Users 2475. 3025. 4950. 7700.
11-20 Users 2200. 1925. 4400. 7150.
20+ Users 1650. 1375 3850. 6600.
TEMPLATES FOR DATE ANALYSER -- Template for any one language is free with the
first copy of Date Analyzer. Additional template for other languages are priced
at US$1,000/per template per seat.
PROCESS LICENSING FEE SCHEDULE
Number of Lines of Code Total Cost
1 to 50 Million Lines of Code (MLOC) $2,000 per million
50 to 100 Million Lines of Code (MLOC) $1,500 per million
100 or more Million Lines of Code (MLOC) $1,000 per million
PROCESS LICENSING FEES COBOL Analyst and Date Analyser Attract a usage fee of
US$2000. per million lines of code captured using the modules.
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DISTRIBUTORS OUTSIDE THE US
THE COBOL ANALYST AND THE COBOL ANALYST 2000 PACKAGE includes three add-on
products (Synonym Processor, Code Walk-thru and DB2 Analyzer).
COBOL ANALYST & COBOL ANALYST 2000 TOOLS
SYNONYM PROCESSOR - Detects and identifies redundant data across programs,
screens, files and databases in an application.
CODE WALK-THRU - Guides programmers through multiple execution scenarios and
records traversed paths for future analysis and follow-up.
DB2 ANALYZER - Loads and analyzes the DB2 DDL and embedded SQL in an
application with drill-down capability to explore design details.
21ST CENTURY ANALYSIS IN COBOL ANALYST 2000 - Combines powerful,
heuristics-based processing with the Scan, Synonym and Impact Analysis
functions to identify items for Century Date updation. These items may be
database or file formats, data items in programs, screens and reports.
SERVER MODULES
SERVER COMPONENT is required with Network version of COBOL Analyst and COBOL
Analyst 2000 and is priced separately at $5,500 for each server.
INVENTORY/ANALYSIS MODULE - Feeds a relational database enabling both canned
and ad hoc queries. Priced separately at $8,250/SERVER.
YEAR 2000 REPORTS MODULE - Microsoft Access templates specially designed for
ease of COBOL Analyst 2000 report generation. Priced separately at
$5,500/SERVER.
ADABAS SUPPORT - Analyzes ADABAS calls and records to derive a CRUD matrix and
relates data items in the COBOL programs to the ADABAS files. Priced separately
at $5,500/SERVER.
IDMS SUPPORT - Analyzes IDMS copybooks and embedded DML to derive a CRUD matrix
and relates data items in COBOL programs in IDMS records. Priced separately at
$5,500/SERVER.
ANNUAL SUPPORT
Includes major program updates and technical support via telephone, priced at
20% of the total purchase, depending on quantity. Renewable annually.
SHIPPING AND HANDLING
(not included in above prices)
All shipping charges will be on actuals depending on the class of shipment.
All prices are subject to change without
notice at the sole discretion of SEEC, Inc.
Prices do not include taxes and duties where
applicable. Customers should contact SEEC,
Inc. for current prices. Prices are shown and
payment is required in US dollars. COBOL
Analyst is a trademark of SEEC, Inc. ADW is a
trademark of its respective company.
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