EXHIBIT 10.27
ORACLE NETWORK LICENSE ORDER FORM
CUSTOMER NAME: Boston Communications Group Inc.
CONTRACT ADMINISTRATOR: ▇▇▇▇ ▇▇▇▇
PHONE: ▇▇▇.▇▇▇.▇▇▇▇
FAX: ▇▇▇.▇▇▇.▇▇▇▇
CUSTOMER LOCATION: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TECHNICAL CONTACT: ▇▇▇▇ ▇▇▇▇▇▇
PHONE:
FAX:
ORACLE CONTRACT INFORMATION
AGREEMENT: Software License and Services Agreement
AGREEMENT NAME: **SLSA Attached**
This Network License Order Form ("Order Form") is placed in
accordance with the Agreement specified above
("Agreement"), unless otherwise specified.
Customer hereby orders the Program licenses described herein for
use in the United States, unless otherwise specified.
A. DESIGNATED SYSTEMS/PROGRAMS
1. DESIGNATED SYSTEM(S):
MAKE/MODEL: MS CSI:
OPERATING SYSTEM: Windows NT MEDIA TYPE CD
2. USER PROGRAMS:
DESCRIPTION QUANTITY LICENSE TYPE TYPE OF LIST PRICE % NET FEE LIST % SUPPORT
USE DISCOUNT SUPPORT DISCOUNT FEE
PRICE
Oracle7 1 Full Use 2 -- -- -- -- -- --
Concurrent
Oracle7 1 Deployment 20 -- -- -- -- -- --
Concurrent
Oracle Workgroup Server 1 App-Specific 2 Computer -- -- -- -- -- --
~Developer/2000 1 Full Use 2 Named -- -- -- -- -- --
~Programmer/2000 1 Full Use 2 Named -- -- -- -- -- --
~Designer/2000 1 Full Use 2 Named -- -- -- -- -- --
~Discoverer/2000 1 Full Use 20 Named -- -- -- -- -- --
-------- --------- -------- ------- -------- --------
SUBTOTAL -- -- -- -- -- --
"CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. HEAVY BLACK LINES DENOTE SUCH OMISSIONS."
3. ORDER SUMMARY
TOTAL LICENSE FEES: --
SERVER TECHNICAL SUPPORT TYPE: Silver
INITIAL YEAR ANNUAL TECHNICAL SUPPORT FEE: --
# of TRAINING UNITS(@ $380/each): --
TRAINING UNITS: --
TOTAL FEES DUE AS OF THE EFFECTIVE DATE: --
"CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. HEAVY BLACK LINES DENOTE SUCH OMISSIONS."
ORACLE
B. GENERAL TERMS
1. Definitions.
-----------
a. License Type
. "Full Use Programs": unaltered versions of the Programs with
all functions intact.
. "Deployment Programs": may be used only to execute existing
applications or reports. They may not be used to build or
modify reports or applications. Deployment Programs are to be
generated by Customer from Full Use Programs.
. "Application Specific Deployment Programs" are limited to use
solely for the purpose of running the Customer Application
designated below, and may not be used to create or alter
tables or reports except as necessary for operating the
Customer Application. Customer Application is defined as:
Transactions Originating from Telecommunications Switch.
Application Specific Deployment Programs are to be generated
by Customer from Full Use programs.
b. User/Device Type
. "Named User or Developer": is defined as an individual who is
authorized by Customer to use the Oracle Programs, regardless
of whether the individual is actively using Programs at any
given time.
. "Concurrent Devices/Concurrent Access": the maximum number of
input devices accessing the Programs at any given point in
time. If multiplexing software or hardware (e.g. a TP
monitor) is used, this number must be measured at the
multiplexing front-end.
c. Network
. "Network any number of computers of the Designated Systems
listed in this document which are directly or indirectly
connected by connectivity Programs.
d. Other
. "Per Computer": licensed for use on a single specified
computer.
. "Client": a computer which (1) is used by only one person at a
time, and (2) executes Oracle software in local memory or
stores the software on a local storage device.
. Program: Full Use licenses of Programs marked with the symbol
"-" also include an unlimited number of deployment licenses
for the Programs as specified in the Documentation,
2. Technical Support. Customer shall designate one Customer employee (plus
-----------------
twice as many as designated Customer employees as backups) who shall serve as
the sole liaison between Customer and Oracle as Customer's on-site Technical
Support Contact. Customer shall notify Oracle whenever the designated
Technical Contact responsibilities are transferred to another employee.
Technical Support is effective upon shipment (or upon Order Form Effective
Date for products not requiring shipment). Support fees are due and payable
annually in advance. Technical Support for the second year and thereafter
will be based on Oracle's then current support pncing. For any Technical
Support Updates to the Programs provided under this Order Form, Oracle shall
ship to the Customer Location specified above one Technical Support Update
copy for each operating system. Customer shall be responsible for copying
and installing the Updates on the Designated Systems in the Network for which
the Programs are licensed. Thereafter, Customer may obtain annual Technical
Support services from Oracle under Oracle's Technical Support fees and
policies in effect when such services are ordered.
3. Miscellaneous. Oracle shall deliver to the Customer Location, for use in the
-------------
U.S., one (1) copy of the software media ("Master Copy") and one (1) set of
Documentation (cd-rom or bound, whichever is generally available) for each
licensed Program currently available in production release as of the
Effective Date below for use on the Network. Customer shall have the right
to make up to one copy of the Program(s), including Documentation, for each
licensed Named User/Concurrent Device of the Programs and the customer shall
be responsible for installation of the software. The License Fees specified
above shall be due and payable net 30 days from the invoice date, and shall
be noncancellable and the sum paid nonrefundable. Customer agrees to pay
applicable sales/use tax, media, and shipping charges. The following
shipping terms shall apply: FOB Destination, Prepaid and Add. Oracle may
refer to Customer as a customer in sales presentations, marketing vehicles
and activities.
4. Additional Designated System, Until 2 years from the Effective Date, Customer
----------------------------
shall have the option to add 4 additional Designated System(s) ("Additional
Designated System(s)") to this Order Form at no charge, provided: (i) the
Programs licensed herein are available in production release status on the
Additional Designated System at the time Customer elects to add the
Additional Designated System; and (ii) Customer has continuously maintained
Technical Support for such Programs.
Oracle shall ship to the Customer Location a single master copy of the Programs
licensed herein for the Additional Designated System added. These Programs may
only be copied and installed in accordance with the terms of the Order Form;
Oracle has no @er shipment obligation other than as specified above. Customer
acknowledges that the Programs licensed herein for use on the Additional
Designated System may not be currently available. Customer agrees that it has
not relied on the availability of such Programs licensed herein in executing
this Order Form and that the availability of such Programs licensed herein will
not affect Customer's payment obligations hereunder. Oracle is under no
obligation to make available any Programs or Program/Designated System
combinations. The following shipping terms shall apply: FOB Destination,
Prepaid and Add.
5.Additional Named Users/Concurrent Devices. For 2 years from the Effective
-----------------------------------------
Date and provided Customer has continuously maintained Technical Support,
Customer may increase the number of Named Users/Concurrent Devices accessing the
Programs on the Network ("Additional Named Users/Concurrent Devices") by paying
Oracle an additional fee per Named User/Concurrent Device for the applicable
Programs, as specified below:
License Fee per
Program TM of User/Device License Type Additional Named User/Concurrent Device
----------------------- ----------------- ------------ ---------------------------------------
Oracle7 Server Concurrent Full Use --
Oracle7 Server Concurrent Deployment --
Workgroup Server Computer App-Specific --
Developer/2000 Named Full Use --
Programmer/2000 Named Full Use --
Designer/2000 Named Full Use --
Discoverer/2000 Named Full Use --
Each order for Additional Users must be at least $10,000 in net license fees;
applicable sales, tax will be added to the fee. All applicable fees shall be
due and payable on the date that Customer notifies Oracle in writing of its
exercise of this option; Oracle has no shipment obligation. Upon election,
this payment obligation is noncancelable, and the sum paid is nonrefundable.
At the time of election, Customer may obtain Technical Support services from
Oracle for Additional Named Users/Concurrent Devices ordered pursuant to this
option at Oracle's applicable Technical Support fees and policies in effect
when such services are ordered.
6. Additional Programs. For a period of 2 years from the Effective Date,
-------------------
Customer may add the Programs listed below to the Network provided that such
Programs are available in production release and are listed on Oracle's U.S.
Price List for installation on the Designated Systems as of the Effective
Date. The license fee for such Programs shall be at the price specified
below. Customer may acquire Technical Support from Oracle for such Programs
under Oracle's Technical Support fees and policies in effect when an order is
placed.
License fee
Prograrn License Type User/Device Type Per License Type
-------- ------------ ---------------- ----------------
Oracle7 Server Computer App-Specific --
"CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. HEAVY BLACK LINES DENOTE SUCH OMISSIONS."
Customer and Oracle agree that the terms and pricing of this Order Form shall
not be disclosed without the prior written consent of the other party.
This quote is valid through October 25, 1996 and shall become binding upon
execution by Customer and acceptance by Oracle.
BOSTON COMMUNICATIONS GROUP, INC ORACLE CORPORATION
Signature: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Signature: /s/ ▇▇▇▇ ▇▇▇▇▇
-------------------- ---------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇
-------------------- ---------------------
Title: President & CEO Title: Manager, Sales Support
-------------------- ---------------------
Effective Date: October 30, 1996
Quote Number: q2-4/degoroff/azeilman:Ol-oct-96
SHIIPMENT SUMMARY:
CSI
PROGRAMS DESIGNATED SYSTEMS MEDIA TYPE NUMBER
Oracle7 Server Windows NT CD
Oracle Workgroup Server Windows NT CD
Developer/2000 Windows NT CD
Programmer/2000 Windows NT CD
Designer/2000 Windows NT CD
Discoverer/2000 Windows NT CD
