1
Exhibit 10.27
SOFTWARE LICENSE ("AGREEMENT")
AGREEMENT # ________________
(to be completed by i2)
Customer Name: WORLD COMMERCE ONLINE, INC. ("Customer")
0000 XXXXXXXXX XXXXX
XXXXXXX, XXXXXXX 00000
In accordance with the following terms and conditions, i2 Technologies, Inc.
("i2") with its office at 00000 Xxxx Xxxx, Xxxxxx, XX 00000, agrees to license
the System (as defined in Section 1) and shall provide the Maintenance (as
defined in Addendum A) to Customer. The effective date of this agreement (the
"Agreement Date") is April 29 2000.
1. LICENSE GRANT AND USE. Subject to the terms and conditions of this
Agreement, and payment of the appropriate license fees, i2 hereby grants to
Customer a non-exclusive, non-transferable, license to use the machine readable
version of the software as identified in the applicable Addendum hereto
("Licensed Software"), which i2 delivers to Customer and the user manuals and
technical materials delivered to Customer (the "Documentation"), (the Licensed
Software, and Documentation are collectively referred to herein as the
"System") to process its data subject to the Site Location Users and/or Server
(collectively defined in Section 1.2) and other restrictions, if any, as
specified on the addenda attached to this Agreement. Use beyond the scope of
the license granted therein is subject to additional fees and requires an
amendment to this Agreement signed by both Customer and i2. Customer agrees to
allow i2, with reasonable prior notice, to enter Customer's premises during
normal business hours, or electronically access the System as installed at
Customer's location, to verify Customer's compliance with this Agreement.
1.1 THIRD PARTY SOFTWARE. The Customer acknowledges that the System may
include software which has been provided by third parties ("Third Party
Software") and the licensor of any Third Party Software embedded in the System
has a proprietary interest in such software. The license fees and costs
associated with Third Party Software shall be borne by i2.
1.2 SITE, SERVER AND USER DEFINITIONS. [Reserved.]
1.3 RIGHT TO COPY SYSTEM. Customer may copy the System for archival and/or
backup purposes only. Customer shall not otherwise, in whole or in part,
sublicense, copy, rent, loan, transfer, modify, enhance, prepare derivatives
of, decompile or reverse engineer the System or any copy of the System. Nothing
in this Section 1.3 shall be deemed to limit Customer's use of the Licensed
Software to support its business operations as a hosted service provider with
respect to its global trade communities in the Agribusiness Products (as
defined in Addendum A) industries as contemplated by the parties. Customer
shall not, in whole or in part, copy the Documentation except as expressly
permitted by this Agreement. Customer shall ensure that the proprietary,
copyright, trademark and trade secret notices contained in or placed upon the
System are affixed to the permitted copy in such manner and location as to give
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reasonable notice of the proprietary, copyright, trademark and trade secret
rights of i2 or any third party from whom i2 has received distribution rights.
1.4 DOCUMENTATION RIGHTS. Subject to the terms and conditions of this
Agreement, Customer shall receive one set of Documentation per Site Location at
no additional cost. Customer may purchase additional sets of Documentation or
the right to reproduce the Documentation for internal use only at the Site
Locations identified in Addendum A. Additional Documentation rights, if any,
purchased under this Agreement are identified in Addendum A.
2. CONFIDENTIALITY. Customer acknowledges that System is proprietary and
confidential material of i2. Customer shall not disclose, provide or otherwise
make available, the System or any other proprietary or confidential material of
i2, in whole or in part, except to Customer's employees or subcontractors in
the scope of their employment. Customer shall take appropriate action to
satisfy its obligations under this Agreement with respect to the use, copying,
protection and security of the System and all other proprietary or confidential
material of i2 or its licensor. Customer shall not disclose the contents of
this Agreement to any third party without the prior written consent of i2;
provided, however, that Customer may disclose as much of this Agreement as is
necessary to comply with the law and with the regulations of The Nasdaq
National Market System or other exchange. Customer acknowledges that in the
event of an actual or threatened violation of the foregoing provisions, i2 will
not have an adequate monetary remedy and shall be entitled to seek immediate
injunctive relief without any requirement to post bond, in addition to any
other available remedies. Any information disclosed by Customer to i2 and
identified by Customer as being confidential shall be subject to the same
degree of security, protection and confidentiality as i2 uses to preserve
information of a similar nature. Provisions of this Confidentiality paragraph
shall survive termination or expiration of this Agreement.
3. MAINTENANCE. i2 reserves the right to alter its standard Maintenance
Services policy from time to time using reasonable discretion. i2 shall provide
Customer with sixty (60) days prior written notice of any material changes to
the level of Maintenance Services. Maintenance Service are as outlined at
xxx.xxxxxxx.x0.xxx.
4. CONSULTING AND TRAINING. i2 may, at Customer's request, provide
consulting and training services, as described in the then current i2 Schedule
of Prices, all as designated on Addendum B hereto ("Consulting"). The
Consulting to be provided herein is designed to assist Customer in the use of
the System in Customer's business and such services may be requested as needed
by Customer thereafter. Customer shall reimburse i2 for all reasonable travel,
living and delivery expenses incurred in rendering Consulting.
5. PAYMENT. Customer shall make all payments in US dollars. All payments
shall be due within thirty (30) days of receipt by Customer of an invoice or as
otherwise specified within this Agreement. Any amount not paid within fifteen
(15) days after the due date shall bear interest from the due date at the rate
of the lower of one and one-half (1 1/2%) percent per month or as permitted by
law. All costs of collection, including reasonable attorney's and expert's fees
and costs of court, shall be paid by Customer.
6. TAXES. License fees and all other amounts mentioned in this Agreement
do not include any sales, property, use, value added or ad valorem taxes, or
any other taxes, based upon this Agreement, all of which shall be paid by
Customer. In the event i2 is required to pay such taxes, Customer shall
reimburse i2. Customer shall withhold foreign withholding taxes only as
required by relevant local country tax law. Customer shall provide i2 with
notice of withholding of any such tax payment. Customer shall not pay for taxes
on i2's net income and sales and use taxes for which Customer has provided a
valid tax exemption certificate within sixty (60) days of the Agreement Date.
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7. TERM AND TERMINATION. This Agreement shall be terminable three (3)
years after the Agreement Date; provided that, unless the parties hereto agree
to terminate this Agreement at the end of such term, this Agreement shall
continue in full force and effect for up to two (2) successive three-year
terms. In addition to i2's termination rights specified elsewhere in this
Agreement, i2 may terminate this Agreement or any license granted under this
Agreement if Customer (i) fails to pay any fees due under this Agreement and
such failure is not cured within thirty (30) days written notice from i2, (ii)
defaults under any Customer/third party agreement, providing for the finance by
such third party to Customer, of any fees due from Customer under this
Agreement or (iii) materially breaches its obligations to i2 pursuant to that
certain Warrant Purchase Agreement dated as of the date hereof by and between
i2 and Customer. i2 or Customer may terminate this Agreement or any license
granted under this Agreement if the other party breaches any other provision of
this Agreement for any reason, which breach has not been cured within thirty
(30) days of written notice. Customer shall be obligated to pay all charges
which have accrued up to the date of termination. Upon termination for any
reason, Customer's license shall be revoked and Customer's rights under the
license shall cease. In the event of such termination, Customer shall
immediately de-install the System and promptly return to i2 the System, any and
all materials related to the System, and all proprietary and confidential
information of i2 held by Customer. Customer shall provide a certificate of
return. Those provisions of this Agreement which by their nature should survive
termination or expiration shall remain in effect in the event of such
termination or expiration. These provisions include, but are not limited to,
Paragraphs 2, 8, 10, 11 and 12.
8. OWNERSHIP. All rights, title, and interest, including trademarks,
patent rights, copyright interests, and other forms of intellectual property,
in and to the System and any services provided hereunder (including any copies
thereof) including any and all enhancements delivered to Customer herein, and
materials or Consulting provided by i2 are the exclusive property of i2.
9. PUBLICITY. Within thirty (30) days of the Agreement Date, i2 may, at
its option, upon Customers written approval, which will not be unreasonably
withheld, issue a press release to the general public announcing the license of
the System to Customer. In addition, upon Customers written approval, which
shall not be unreasonably withheld, i2 shall be permitted to bring in potential
i2 customers to Customer's Site Locations, provided such potential customers
are not direct Customer competitors and provided i2 maintains confidentiality
in accordance with Section 2 of this Agreement. The purpose is for Customer to
explain why the System was selected and the System's anticipated benefits.
Customer shall have the sole authority to determine the timing of each Site
Location visit.
10. WARRANTY. i2 warrants to Customer that during the first eight (8)
months following the Agreement Date ("Warranty Period"), the System furnished
by i2 will function substantially in accordance with the Documentation
delivered to Customer under this Agreement. If during the Warranty Period, the
System does not function substantially in accordance with the Documentation,
Customer shall promptly notify i2 in writing of any claimed deficiency.
Provided that i2 determines that such deficiency exists and is i2's sole
responsibility, i2 shall, within thirty (30) days, (a) correct such deficiency;
(b) provide Customer with a plan acceptable to Customer for correcting the
deficiency; or (c) upon i2's determination that neither (a) nor (b) can be
accomplished, then i2 may terminate the license. If this license is terminated
under the provision of this Paragraph, Customer shall de-install the System and
return all copies of the System to i2. Upon return of the System, i2 shall
refund any license fees paid to i2 under this Agreement, including the return
of the Warrant executed by Customer pursuant to the terms of that certain
Warrant Purchase Agreement by and between i2 and Customer (the "Customer
Securities"). The preceding shall constitute i2's entire liability and
Customer's exclusive remedy for breach of the warranty set forth herein.
10.1. WARRANTY LIMITATIONS. i2 MAKES NO OTHER WARRANTIES, EXPRESSED OR
IMPLIED, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, SUITABILITY, OR FITNESS
FOR A PARTICULAR PURPOSE. i2 DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL
MEET CUSTOMER'S REQUIREMENTS OR OPERATE IN THE COMBINATIONS WHICH MAY BE
SELECTED
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FOR USE BY CUSTOMER, OR THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE
UNINTERRUPTED OR ERROR FREE.
11. LIMITATION ON LIABILITY. THE PARTIES HAVE NEGOTIATED THIS AGREEMENT
WITH DUE REGARD FOR CUSTOMER'S BUSINESS RISK ASSOCIATED WITH ITS USE OF
LICENSED SOFTWARE. IN ANY EVENT, EITHER PARTY'S LIABILITY FOR DAMAGES UNDER
THIS AGREEMENT SHALL NOT EXCEED THE VALUE OF THE CUSTOMER SECURITIES ON THE
AGREEMENT DATE (AS SET FORTH ON ADDENDUM A), AND ANY LIABILITY THAT i2 MAY
INCUR MAY BE SATISFIED IN FULL BY THE RETURN TO CUSTOMER OF SUCH SECURITIES. IN
NO EVENT SHALL EITHER PARTY OR THE LICENSOR OF ANY THIRD PARTY SOFTWARE
EMBEDDED IN THE SYSTEM BE LIABLE FOR LOST PROFITS OR OTHER INCIDENTAL, SPECIAL,
EXEMPLARY OR CONSEQUENTIAL DAMAGES EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
12. INDEMNIFICATION. i2 represents that, to the best of i2's knowledge, as
of the Agreement Date, it is the owner or licensee of the System, that it has
the right to grant the license set forth in this Agreement, and that Customer's
use of the System in accordance with the terms of this Agreement do not
infringe upon any third party's copyright, patent or trade secret. i2 shall
indemnify and hold Customer harmless against liability to third parties (only
for liability solely the fault of i2) arising from the violation of any third
party's trade secrets, proprietary rights, copyright or patent rights in
connection with the use by Customer of the System (a) as delivered by i2 to
Customer herein or as modified by i2 (but not Customer) and (b) in accordance
with the Documentation and this Agreement, provided that (i) i2 shall have the
right to conduct any defense and/or settlement in any such third party action
arising as described herein, (ii) Customer shall fully cooperate with such
defense, and (iii) i2 receives prompt written notice from Customer. This
indemnification is limited to the System delivered to Customer or as modified
by i2 and does not cover third party claims arising from modifications not
authorized by i2 or its licensor. i2 shall have no liability for any claim of
infringement based on (a) use of other than a current release of the System if
such infringement would have been avoided by use of a current release, or (b)
use or combination of the System with non i2 software or data if such
infringement would have been avoided by the use of the System without the use
of other software or data.
12.1. If a third party's claims substantially interfere with Customer's use
of the System or if i2 believes that a third party claim may substantially
interfere with Customer's use of the System, i2, at its sole discretion, may
(a) replace the System, without additional charge, with a functionally
equivalent and non-infringing product; (b) modify the System to avoid the
infringement; (c) obtain a license for the Customer to continue use of the
System and pay any additional fee required for such license: or (d) if none of
the foregoing alternatives are commercially reasonable, i2 may terminate the
license for the infringing software. In such event Customer shall de-install
the infringing software and return all copies to i2. Upon return, i2 shall
refund to Customer a prorated portion of the Customer Securities related to the
infringing software. For every year following the Agreement Date, the
refundable portion of the Customer Securities shall be reduced by 25%. The
licensor of any Third Party Software is excluded from liability under this
Agreement and Customer shall look solely to i2 for liabilities relating to the
System. The Section 12 shall constitute i2's entire liability and Customer's
exclusive remedy for a claim of infringement.
13. EXPORT OF SYSTEM. Customer agrees that it will not, directly or
indirectly, export or reexport, or knowingly permit the export or re-export of,
the System, or any technical information about the System, to any country for
which the United States Export Administration Act, any regulation thereunder,
or any similar United States law or regulation, requires an export license or
other United States Government approval, unless the appropriate export license
or approval has been obtained.
14. MISCELLANEOUS. This Agreement, including Addendum A, Addendum B, and
Addendum C, attached hereto and made a part hereof, may be modified or amended
only by a written instrument signed by duly authorized representatives of both
Customer and i2. Customer may not, without the prior written
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consent of i2, assign or transfer this Agreement or any obligation incurred
herein; provided that any factoring or assignment of receivables shall not be
treated as an assignment for this purpose. Any attempt to do so in
contravention of this Section shall be void and of no force and effect. The
pre-printed terms and conditions of any purchase order or other ordering
document issued by Customer in connection with this Agreement which are in
addition to or inconsistent with the terms and conditions of this Agreement
shall not be binding on i2 and shall not be deemed to modify this Agreement. No
term or provision contained herein shall be deemed waived and no breach excused
unless such waiver or consent shall be in writing and signed by i2. Neither
party hereto shall be liable to the other for any failure, delay or
interruption in the performance of any of the terms or conditions contained in
this Agreement due to causes entirely beyond the control of that party,
including, without limiting the generality of the foregoing, strikes, boycotts,
labor disputes, embargoes, acts of God, acts of public enemy, acts of
governmental authority, floods, riots or rebellion. This Agreement shall be
governed by and construed in accordance with the laws of the State of Texas.
The parties agree that any action regarding this Agreement shall be brought
exclusively in the state or federal courts located in the State of Texas. All
notices which either party hereto is required or may desire to give the other
herein shall be given by addressing the communication to the address set forth
on the first page of this Agreement, and shall be given by certified or
registered mail.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT, UNDERSTANDING AND
REPRESENTATIONS, EXPRESSED OR IMPLIED, BETWEEN CUSTOMER AND i2 WITH RESPECT TO
THE SYSTEM, CONSULTING AND MAINTENANCE TO BE FURNISHED HEREIN. THIS AGREEMENT
SUPERSEDES ALL PRIOR COMMUNICATIONS BETWEEN THE PARTIES INCLUDING, BUT NOT
LIMITED TO, COMMUNICATIONS WITH i2's SALES REPRESENTATIVES.
The prices specified in the Agreement assume acceptance by Customer of the
terms and conditions set forth herein.
In the event of an inconsistency between the terms of this Agreement and the
terms of the attached Addenda, the terms of the Addenda shall take precedence
to the extent of the inconsistency.
Accepted: Accepted:
CUSTOMER I2 TECHNOLOGIES, INC.
Signed: /s/ Xxxx X. Xxxxxx Signed: /s/ Xxxxxx Xxxxxxx
--------------------------------- -----------------------------------
(Authorized Signature) (Authorized Signature)
Printed Name: Xxxx X. Xxxxxx Printed Name: Xxxxxx Xxxxxxx
--------------------------- -----------------------------
Title: Chief Financial Officer Title: Corporate Counsel
--------------------------------- -----------------------------------
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SOFTWARE LICENSE
ADDENDUM A (CONTINUES ON NEXT PAGE)
LICENSED SOFTWARE
Customer Name: WORLD COMMERCE ONLINE, INC. ("Customer")
0000 XXXXXXXXX XXXXX
XXXXXXX, XXXXXXX 00000
ATTACHED TO AND MADE PART OF THE SOFTWARE LICENSE AGREEMENT BETWEEN i2 AND
CUSTOMER.
Licensed Software: The following software that is commercially available as of
the date hereof:
RHYTHM SUPPLY CHAIN PLANNER BASE SERVER
Supply Chain Planner - User License (Type C)
Rhythm Supply Chain Planner Expansion Units
Rhythm Master Planner Extension
Rhythm Master Planner User License (Type C)
Rhythm Master Planner Optimizer
Rhythm Distribution Planner Extension
Rhythm Distribution Planner User License (Type C)
Rhythm Supply Chain Planner - Analyzer
Rhythm Supply Chain Planner - Analyzer User License (Type B)
Rhythm Supply Chain Planner - Analyzer User License (Type D)
Analyzer Web Extension For Supply Chain Planner
Analyzer Web Extension For Supply Chain Planner User License (Type B)
RHYTHM DEMAND PLANNER BASE SERVER
Rhythm Demand Planner Expansion Units
Rhythm Demand Planner - User License (Type C)
Rhythm Demand Planner - Analyzer
Rhythm Demand Planner - Analyzer - User License (Type B)
Rhythm Demand Planner - Analyzer - User License (Type D)
Rhythm Demand Planner Extension
Analyzer Web Extension For Demand Planner
Analyzer Web Extension For Demand Planner - User License (Type C)
Inventory Planner Extension
Rhythm Customer Management Base Server
Rhythm Customer Management User Fee Per Server (1000 User Sites)
Rhythm Marketing
Rhythm Promotion Planner
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Rhythm Commerce
Rhythm Sales Pricer
Rhythm Sales Configuration
SOFTWARE LICENSE
ADDENDUM A (CONTINUES ON NEXT PAGE)
LICENSED SOFTWARE
Customer Name: WORLD COMMERCE ONLINE, INC. ("Customer")
0000 XXXXXXXXX XXXXX
XXXXXXX, XXXXXXX 00000
ATTACHED TO AND MADE PART OF THE SOFTWARE LICENSE AGREEMENT BETWEEN i2 AND
CUSTOMER.
Rhythm Application Author
Rhythm Sales Maintenance
Rhythm Sales Administration
Rhythm Sales Pricer Maintenance
Rhythm eBusiness Framework (Ref)
COLLABORATION PLANNING
Collaboration Planner Base
Procurement Planning Extension
Demand Collaboration Extension
Global Procurement Manager Extension
LOGISTICS EXCHANGE
Transportation Manager
Transportation Optimizer
Carrier Bid Optimizer
Global Logistics Manager
Internet Fulfillment Server
Demand Fulfillment server
Vastera Import/Export Engine
Total License Fees $6,574,000.00
Less 5% Discount $ 328,700.00
PAYMENT BALANCE $6,245,300.00
Payment Schedule. The Payment Balance shall be satisfied by the Customer
granting to i2 the Warrant and the Promissory Note (each as defined in that
certain Warrant Purchase Agreement by and between the parties hereto). So long
as the Royalty is being paid, i2 shall provide maintenance in accordance with
its "Silver" maintenance plan (or its functional equivalent). Consulting fees,
if any, shall be paid as set forth herein.
Additional License Restrictions: The license granted to Customer for use of the
Licensed Software is limited to use only by Customer (which license may not be
sublicensed or assigned, by operation of law or otherwise, without the written
consent of i2) to directly facilitate, through its global trading communities,
the purchase and sale of Agribusiness Products (as defined below). The Licensed
Software may not be
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used in an environment that competes with i2 or any of its affiliates without
the express written consent of i2, which consent will not be unreasonably
withheld. For purposes of this Agreement, the term "Agribusiness Products"
shall mean perishable agribusiness products and related farming products other
than equipment.
SOFTWARE LICENSE
ADDENDUM A (CONTINUED)
LICENSED SOFTWARE
Customer Name: WORLD COMMERCE ONLINE, INC. ("Customer")
0000 XXXXXXXXX XXXXX
XXXXXXX, XXXXXXX 00000
ATTACHED TO AND MADE PART OF THE SOFTWARE LICENSE AGREEMENT BETWEEN i2 AND
CUSTOMER.
Royalty: In addition to the foregoing, i2 shall be entitled to an annual
royalty (the "Royalty") of 5% of the gross revenues of Customer, determined in
accordance with generally accepted accounting principles, consistently applied;
provided, however, that (i) for the first year after the Launch Date (as
defined below), the Royalty payable to i2 shall be no less than $500,000; (ii)
for the second year after the Launch Date the Royalty payable to i2 shall be no
less than $750,000; and (iii) after the second anniversary of the Launch Date,
the annual minimum Royalty shall be $1,000,000. The Royalty shall be calculated
on a quarterly basis and shall be due and owing within thirty (30) days after
the end of each quarter with any shortfall with respect to the minimum amount
due being paid within 30 days of the applicable anniversary date. For purposes
of this paragraph, the "Launch Date" shall be the earlier of (i) September 14,
2000 or (ii) the date upon which a trading community using the Licensed
Software becomes commercially available.
Instructions for Payments:
FOR WIRE TRANSFERS - US FOR WIRE TRANSFERS - NON-US
LOCKBOX ADDRESS: DENOMINATED ONLY: DENOMINATED ONLY:
i2 Technologies, Inc. i2 Technologies, Inc. i2 Technologies, Inc.
P. O. Xxx 000000 Account #32407006380 Account #4311262398
Xxxxxx, Xxxxx 00000-0000 Chase Bank Texas Xxxxx Fargo Bank
Xxxxxx, Xxxxx 00000 Xxxxxx, Xxxxx 00000
FOR COURIER OR FED-EX ABA# 000000000 ABA #000000000
DELIVERY TO LOCKBOX: SWIFT Code XXXXXX00
i2 Technologies, Inc.
Lockbox #910371
c/o Chase Bank Texas
000 X. Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, Xxxxx 00000-0000
CUSTOMER I2 TECHNOLOGIES, INC.
Signed: Signed:
--------------------------------- -----------------------------------
(Authorized Signature) (Authorized Signature)
Printed Name: Printed Name:
--------------------------- -----------------------------
Title: Title:
--------------------------------- -----------------------------------
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SOFTWARE LICENSE
ADDENDUM B
CONSULTING AND TRAINING
Customer Name: WORLD COMMERCE ONLINE, INC. ("Customer")
0000 XXXXXXXXX XXXXX
XXXXXXX, XXXXXXX 00000
ATTACHED TO AND MADE PART OF THE SOFTWARE LICENSE BETWEEN i2 AND CUSTOMER.
Consulting prices in effect as of the Agreement Date:
SIA Analysts $10,000 p/wk
Executive Sponsor $ 500 p/h
Director, Customer Service Unit Manager $ 400 p/h
Program Manager $ 375 p/h
Sr. Solutions Architect, Sr. Modeling Specialist, Sr. Integration Specialist $ 350 p/h
Solutions Architect, Modeling Specialist, Integration Specialist $ 325 p/h
Project Leader $ 300 p/h
Senior Consultant $ 275 p/h
Consultant $ 250 p/h
All Consulting prices do not include travel, living, or other incidental
expenses. These expenses shall be reimbursed by Customer. All services are
provided on a time and material basis and are charged portal to portal. Sales
tax and import fees to be borne by Customers. i2 reserves the right to modify
Consulting prices effective upon proper notification to Customer.
Contracting with third party provider for consulting services for
implementation effort will be Customer`s responsibility unless indicated below.
Estimated Consulting: Estimated Fees
Estimated Training: Estimated Fees
Estimated Strategic Services: Estimated Fees
Strategic Impact Assessment (SIA) A 2 week SIA to be completed approximately 9 to 12 $60,000
months after the completion of the first Business
Release
Training Fees in effect as of the Agreement Date:
Standard Training Fees represent one student spending one day in an i2 standard
training class in an i2 training center. Private Training Fees represent one
student spending one day in a private i2 training class offered to a single
customer only and do not include instructor's travel, set up or living
expenses. Customization Fees are charged for 5 person-days of customization
effort. Customization is a required
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feature of private classes. Tuition for all classes must be remitted to i2 in
advance in order for students to have a confirmed seat, and can be paid by
company check or credit card.
Location Standard Training Fee Private Fee per Customization Fee
-------- ----------------------- ------------------- -----------------
per person per day person per day
------------------ --------------
US & Canada $600 $800 $10,000
Latin America $480 $640 $ 8,000
Asia/Pacific $450 $600 $ 7,500
Japan $350 $470 $ 6,000
Europe $600 $800 $10,000
South Africa $300 $400 $ 5,000
CUSTOMER I2 TECHNOLOGIES, INC.
Signed: Signed:
--------------------------------- -----------------------------------
(Authorized Signature) (Authorized Signature)
Printed Name: Printed Name:
--------------------------- -----------------------------
Title: Title:
--------------------------------- -----------------------------------
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SOFTWARE LICENSE
ADDENDUM C
ADDITIONAL TERMS
Customer Name: WORLD COMMERCE ONLINE, INC. ("Customer")
0000 XXXXXXXXX XXXXX
XXXXXXX, XXXXXXX 00000
ATTACHED TO AND MADE PART OF THE SOFTWARE LICENSE BETWEEN i2 AND CUSTOMER.
1. Customer will place the i2 brand (as designated by i2) on the home
pages of each of its service offerings. The logo and branding shall comply with
Customer's and i2's trademark usage guidelines, will be Above the Fold (as
defined below) and will demonstrate that all the Customer's content is powered
by i2, and will include, at a minimum, a logo and the hyperlinked tagline
"Powered by i2's TradeMatrix" that links to xxx.x0.xxx or such other website as
i2 shall determine.
2. "Above the Fold" means situated within that portion of a page that is
designed to be visible on a standard computer screen with a resolution of 800
pixels by 600 pixels without requiring the user to scroll horizontally or
vertically through the page.
3. Customer agrees to allow i2 or its agent to perform reasonable and
appropriate audits of Customer's books and records to insure compliance with
the rights and obligations described herein and to verify the accuracy of
calculations of payments due hereunder. Such audits shall not occur more than
twice within a twelve (12) month period.
4. Hosting services shall be provided by Customer.
5. For a period of six (6) months following the date hereof, i2 agrees
not to develop and execute a "go to market" strategy with the
following perishable goods exchanges that compete with Freshplex: (i)
Xxxxxxxxxx.xxx; (ii) Xxxxxxxxxxxxx.xxx; (iii) DTN; and (iv) World of
Fruit.
CUSTOMER I2 TECHNOLOGIES, INC.
Signed: Signed:
--------------------------------- -----------------------------------
(Authorized Signature) (Authorized Signature)
Printed Name: Printed Name:
--------------------------- -----------------------------
Title: Title:
--------------------------------- -----------------------------------
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