EXHIBIT 10.12
Amendment to AppSource/ShowCase License Agreement
This amendment is entered into by and between ShowCase Corporation ("Licensee")
and AppSource Corporation ("AppSource") sometimes collectively referred to as
"the Parties", effective as of March 7, 1997. In consideration of the ongoing
beneficial business relationship between the parties, Licensee and AppSource
hereby agree that the agreement between the parties dated January 4, 1996 as
amended to date (the "Agreement") shall be further amended as follows:
1. Add Section 1.b to read as follows: Wired for the WEB. The product,
documentation and Licensee product which relate to this Agreement are
in Exhibit A attached to this Agreement.
2. Section 3 first paragraph to be labeled 3.a.
3. Add Section 3.b to read as follows: AppSource agrees to deliver to
Licensee with a copy of WIRED for the WEB under the following schedule:
------------------------- --------------- ------------------------------------
Deliverable Date Due Description
------------------------- --------------- ------------------------------------
Based Wired Server Code (*) Base 8000 lines of code
written in Borland Delphi
used to construct the
foundation layer of the wired
Server.
------------------------- --------------- ------------------------------------
Completed Wired Server (*) All code associated with the
Code-Beta Version Wired Server written in
Borland Delphi against the
Microsoft NT Operating
System
------------------------- --------------- ------------------------------------
Completed Wired for The (*) Completed front end code
Web capable for running in either
- Java Beta Version Microsoft Internet Explorer
v3.0 or greater or Netscape
Navigator v3.0 or greater.
Additional enhancements will
be made in April-May.
------------------------- --------------- ------------------------------------
4. Add Section 3.c to read as follows: User interface for Wired For The
Web will include the following capabilities:
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
o The ability to work with views already built using Wired For
OLAP client/server addition. Views supported will initially
include Reports and Charts, but not Forms or Pinboards. Any
functions available in a completed Wired For OLAP view built
using the client/server version, will be supported in the
Wired For The Web software with the exception of fonts. The
ability to modify existing views or build new views will be
supported.
o The ability to graph existing views will be supported.
Graphics will be a sub- set of the current charting
capabilities in Wired For OLAP including: changing chart
types, legends, titles, drill-down aware and swap-pivot.
5. Add Section 4.a-1 to read as follows: Licensee shall maintain
non-exclusive rights to market WIRED for the WEB in conjunction with
IBM AS/400 midrange computers.
6. 4.b-1 to read as follows: Licensee shall have the right anytime after a
one (1) year period commencing on the GA date of the Product to
purchase the source code for the Product for use only in conjunction
with IBM AS/400 midrange computer for a price equal to (*). In the
event that AppSource is acquired, Licensee may purchase the source code
for the Product for a price equal to (*). Licensee will own the rights
to the source code at no fee in the event of insolvency or bankruptcy.
7. Add Section 5.c to read as follows: Licensee shall translate the WIRED
Server code to C++ for use only in conjunction with the AS/400.
AppSource still owns the rights to this code and will have the right at
any time to purchase the C++ code back from Licensee for (*)
8. Add Section 8.a-1 to read as follows: Licensee will pay a fee equal to
(*) as specified in Section 8.b-1 below for an unlimited distribution
right of WIRED for the WEB for a period of one year following the
general availability of the product by Licensee or eighteen (18) months
after delivery of the code, as specified in section 3.b above, by
AppSource to Licensee whichever comes first. Licensee may renew the
unlimited distribution right of WIRED for the Web on an annual basis
according to the following payment schedule: Year 2 $(*); Year 3 $(*);
Year 4 $(*); Year 5 $(*). Licensee has the option to pay (*) of
AppSource's list price of the Product and not pay the annual licensee
fee in years two through five.
9. Add Section 8.b-1 to read as follows: Royalty payments for WIRED for
the WEB will be made in four (4) installments in the following order:
(*) upon the signing of this agreement by both parties, (*) sixty (60)
days after delivery of the product to Licensee or when Licensee makes
the product general available whichever is earlier, (*) three (3)
months after the second payment, (*) six (6) months after the previous
payment, for a total royalty payment of (*).
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities and
Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended.
10. Add Section 8.b-2 to read as follows: A $(*) late delivery fee will be
assessed for each 30 day period in which AppSource fails to deliver the
product as specified in Section 3.b above. Said late fee will come in
the form of the reduction of the royalty due AppSource under section
8.b-1 above.
11. Exhibit A will be modified as follows:
o Underneath Section 1 - Product, add WIRED for the WEB.
o Add Section 2.B to read WIRED for the WEB manual in its
existing form as delivered to AppSource clients.
o Change Section 3 to Section 3.A to read ShowCase Analyzer for
Microsoft Windows which incorporates the product.
o Section 3. B to read Analyzer for the WEB for Microsoft
Windows which incorporates the product.
o Change Section 5 - Specifications, to 5.A to read WIRED for
OLAP runs under Windows 3.1 or higher minimum 8mb of RAM,
minimum 486 based processor.
o Add Section 5.B to read as follows: WIRED for the WEB runs
under Windows '95 or higher minimum 8mb of RAM, minimum 486
based processor.
12. Add Section 14m to read as follows: AppSource acknowledges that
Licensee may develop software relating to the Internet and that nothing
in this Agreement shall prevent Licensee from developing or marketing
such software so long as such software does not infringe the copyrights
on the Product.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their
duly authorized representatives on the date first written above.
AppSource Licensee
By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxx Xxxxxx
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Xxxxxxx Xxxxx Xxxx Xxxxxx
President Vice President, Marketing
March 7, 1997 March 7, 1997
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities and
Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended.
