CLARIFY eBUSINESS SOFTWARE LICENSE AGREEMENT
THIS SOFTWARE LICENSE AGREEMENT is made between Clarify Inc. ("Clarify"),
with offices at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and Newgen
Results Corporation ("Licensee"), with offices at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
1. SCOPE AND ORDERS
A. eBUSINESS SOFTWARE. Under this Agreement Licensee may license Clarify
e-business software, including revisions and updates and any associated user
documentation supplied by Clarify (collectively, "Software" and "Software
Releases"), and purchase Software support ("Support") and associated
training. Subject to the ordering process described in Section 1.B, Clarify
agrees to license to Licensee the Software and provide the Support and
training set forth in Exhibit A-1. Support is provided in accordance with the
additional terms in Exhibit B.
B. ORDERS. To place an order under this Agreement, the parties shall agree on
a completed Exhibit A (as prepared by Clarify) which specifies at a minimum
the licensed Software, the types of licenses, Support, training, and the
quantities of and fees and prices for the foregoing. Licensee shall also
issue to Clarify a purchase order ("Order Document") that specifies the
pertinent information contained in the Exhibit A. Each Exhibit A will be
numbered sequentially as ▇-▇, ▇-▇, ▇-▇, etc. No Order Document and associated
Exhibit A will be binding upon Clarify until accepted by Clarify, and Clarify
shall have no liability to Licensee arising from Clarify's rejection thereof.
Each accepted Order Document and associated Exhibit A is referred to in this
Agreement as an "Order". Orders may be placed under this Agreement during an
initial ordering term of one year from the Effective Date (defined below) and
such ordering term will automatically renew for consecutive annual periods
unless terminated by either party 30 days prior to the commencement of any
renewal ordering term.
2. FEES, TAXES AND PAYMENT; DELIVERY AND RISK OF LOSS
A. SOFTWARE LICENSE FEES AND SUPPORT PRICES. The license fees for Software
and the prices for Support will be as quoted by Clarify and set forth in each
Order and will be in United States ("U. S.") dollars.
B. TAXES. Software license fees and Support and training prices do not
include any tax, excise, value-added tax, fee, customs tax, duty or
governmental charge, however designated or imposed by a governmental
authority, and which may be levied or based on the Software licenses or
Support or training, or the importation, delivery, use, or possession of the
Software. All such taxes and fees in connection with each Order (except for
franchise taxes and taxes on Clarify's income) will be for the account of
Licensee. Such taxes and fees will be charged to and payable by Licensee to
Clarify in addition to and under the same terms and conditions that apply to
the payment of the license fees and Support and training prices, for
remittance by Clarify to the appropriate governmental taxing authority.
C. DELIVERY. Clarify shall deliver one copy of each item of Software licensed
by Licensee pursuant to an Order. If elected by Licensee, the licensed
Software will be provided to Licensee by electronic transfer via File
Transfer Protocol.
D. PAYMENT. Each invoice for amounts payable under this Agreement will be due
and payable 30 days from invoice date. Invoices for licensed Software will be
issued upon shipment. Invoices for Support will be issued annually in
advance. Invoices for training will be issued in advance of such training.
All payments are to be made in U. S. dollars. Clarify may assess interest
from the due date on payments not received when due at the rate of one and
one half percent per month (or the maximum lesser rate allowed by law).
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The parties have caused this Agreement to be executed by their authorized
representatives.
Newgen Results Corporation Clarify Inc.
-----------------------------
BY: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇ ▇▇▇▇
---------------------------- ----------------------------
NAME: ▇▇▇▇▇ ▇▇▇▇▇▇▇ NAME: ▇▇▇▇▇ ▇▇▇▇
-------------------------- --------------------------
TITLE: VP & CIO TITLE: Director Licensing
------------------------- -------------------------
DATE: 6/21/2000 DATE: 6/22/2000
-------------------------- --------------------------
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Page 1
E. RISK OF LOSS. Delivery is complete, and risk of loss or damage to the media
in which the Software is contained will pass to Licensee, upon delivery by
Clarify to the carrier at Clarify's point of shipment. In the event the Software
is lost or damaged in transit, Clarify shall replace the software at no extra
charge to Customer.
3. SOFTWARE AND GRANT OF LICENSE
A. TITLE. Licensee acknowledges and agrees that title to, and all copyrights,
patents, trade secrets and/or any other intellectual property rights in Software
are and will remain the property of Clarify and/or Clarify's licensors. Licensee
is granted no title or ownership rights in or to the Software or Software
Releases, in whole or in part. Licensee acknowledges that Clarify considers the
Software to contain trade secrets of Clarify and/or its licensors. Such trade
secrets include, without limitation, the source code version of the Software,
the specific design, structure and logic of individual Software programs, their
interactions with other portions of Software, both internal and external, and
the programming techniques employed therein.
▇. ▇▇▇▇▇ OF LICENSE. Subject to the terms of this Agreement and the authorized
usage levels set forth in each Order, Clarify grants to Licensee a personal,
non-exclusive, non-transferable, license to use and copy the Software for
Licensee's internal business purposes until Licensee permanently discontinues
such use (unless the license is earlier terminated pursuant to Section 7).
Licensee's right to copy the Software shall be limited to the number of copies
of the Software in the form delivered reasonably necessary for execution in
accordance with the authorized usage levels or for archival purposes. All such
copies must include a reproduction of all copyright, trademark or other
proprietary notices appearing in or on the original copy of the Software
provided by Clarify. When Licensee permanently discontinues its use of the
Software, Licensee shall return to Clarify or destroy the Software and all
copies made by Licensee.
C. Licensee shall have the right to sublicense the right to use the Software and
Documentation to its Subsidiaries, which shall be defined as companies in which
Licensee owns and controls and continues to own and control fifty-one percent
(51%) of the voting stock or shares or other control mechanism, provided such
sublicensees agree in writing to be bound by all of the applicable terms and
conditions of this Agreement, and provided Licensee shall remain liable for the
compliance of all such sublicensees with all of the applicable terms and
conditions of this Agreement, and provided the number and type of User and
Server licenses which Licensee has acquired under this Agreement is not exceeded
or misused.
D. RESTRICTIONS. Licensee shall not (i) reverse engineer, disassemble, reverse
translate, decompile, or in any other manner decode Software, in order to derive
the source code form or for any other reason; (ii) make any modifications,
enhancements, adaptations, or translations to or of Software, except for
customizations that may result from Licensee interactions with the Software
associated with normal use and explained in the associated documentation any
such customizations as described, made to the software by using the
ClearCustomize ToolKit shall not be considered derivative works for purposes of
this Agreement; (iii) make any derivative works of the Software; (iv) make the
Software available to any third party in a service bureau arrangement or for any
similar commercial time-sharing or third-party use; provided, however, that
nothing in this Agreement, express or implied, shall restrict or prevent
Licensee from providing outsourcing services to its customers in the automobile
industry so long as Licensee does not outsource the Clarify Software (Clarify
and Licensee shall use good faith efforts to negotiate an Application Service
Provider Agreement with terms and conditions which are agreeable to both parties
within a reasonable period of time after the execution of this Agreement.) or
(v) execute the Software on a server located outside the United States. Any
customizations made by Licensee will be deemed to be Software and subject to the
terms and conditions of this Agreement.
E. LICENSED SERVERS AND USERS. Each Software license is comprised of Server
Licenses and User Licenses. A "Server License" gives Licensee the right to a
single Instance on a computer to support an authorized number of Users. An
"Instance" is a single occurrence of execution or initialization of the Software
on one server. A "User License" gives Licensee the right to authorize an
individual ("User ") to have access to Software (including Clarify databases)
through a single terminal workstation or personal computer, or through an
interface from an external system in an active session. A User License is either
a Private License or a Public License. A "Private License" allows use of the
Software by Licensee's employees and is granted either for a specified number of
Concurrent Users or for specified Mobile/Named Users. "Concurrent Users" are the
maximum number of simultaneous Users accessing the Software at the front end,
regardless of whether such front end is multiplexing. Concurrent Users are
designated as either Full Universal Users or Restricted Users. A "Full Universal
User" may access any or all Software for which a Server License fee has been
paid. A "Restricted User" may access only one Software application as specified
in an Order. A "Mobile/Named User" is a named individual designated by Licensee
to use specific Software which Clarify licenses on a Mobile/Named User basis. A
"Public License" allows Licensee to permit its customers to access (by means of
an external interface such as the Internet) and use the Software on a limited
basis. To the extent that Licensee has acquired Public Licenses, Licensee and
its customers executing the software under a Public User license shall have the
right to access and use the software through any internet or intranet via the
use of Clarify's web support applications, as described in this section.
Licensee shall be responsible for ensuring that
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customer Users under a Public License use the Software in accordance with the
license terms of this Agreement and shall indemnify and hold Clarify harmless
from any claim by or liability to such customers arising out of such customers'
access to and use of the Software. However, this section shall not limit
Clarify's liability under Section 8 of this Agreement. Each Order will specify
the number of Server Licenses and the number and type of User Licenses granted
for the Software licensed under such Order.
F. RECORD KEEPING. Licensee shall keep true and accurate records with regard to
the number of Instances, servers, and Users executing or using each Software
license granted under this Agreement. Clarify shall have the right to audit such
records at any reasonable time, not more often than once each calendar year,
upon reasonable notice in writing to Licensee. Clarify shall not unreasonably
disrupt Customer's normal business activities during any such audit. Licensee
shall pay any applicable additional license fees due for Software use in excess
of the use permitted under the Software licenses granted within 30 days of the
conclusion of the audit making such determination. Any such audit shall be at
Clarify's sole expense, unless the results of such audit show that Licensee has
exceeded the allowable number of users under this Agreement by more than ten
percent (10%) in which event, Customer shall be liable for all reasonable costs
associated with such audit.
G. TRANSFER PLATFORM. Licensee may request an exchange of the licensed Software
provided under an Order for a version to be used on a new platform ("Transfer
Platform"), provided that at the time of such request (i) Licensee is obtaining
Support for such Software and is current in paying for such Support; (ii) a
version of the Software for such Transfer Platform is commercially available;
and (iii) the Software used by Licensee on its current platform is at the then
current revision level or the immediately preceding revision level. Such
exchange must be requested in writing and is subject to payment by Licensee to
Clarify of an exchange fee. Any such exchange does not increase the number of
Instances, servers or Users that may execute or use the Software. Licensee shall
deinstall and destroy the version of the Software licensed for the original
platform at the time of the exchange and shall discontinue any use of the
version of the Software licensed for the original platform.
4. WARRANTIES
A. SOFTWARE WARRANTY. Clarify warrants that Software, if properly installed and
operated on a compatible platform provided and adequately maintained by
Licensee, will function substantially as described in its accompanying user
documentation for a warranty period of 90 days which begins on the date the
Software is delivered to Licensee. If any item of Software fails to so function
during its warranty period, Licensee's remedy and Clarify's obligation and
liability under this warranty is for Clarify to provide a fix, patch or
workaround for the problem which may be included in a future Software Release.
This section shall not preclude Licensee from seeking any remedies at law or in
equity to which it may be entitled.
B. LIMITATIONS. These warranties extend only to defects and non-conformities of
which Clarify is notified during the warranty period. Clarify does not warrant
that Software or Software Releases are error-free or that their use will be
uninterrupted. Clarify is not obligated to remedy any Software defect which
cannot be reproduced with the latest Software Release, or a supported version of
the software, on Licensee's equipment. The Software warranty does not apply to
any defects or non-conformities of the Software resulting from (i) installation,
repairs, relocations, additions, alterations, modifications or enhancements,
except when performed by Clarify or a third party contractor hired by Clarify to
perform such services under this Agreement, or by Licensee in accordance with
Clarify's written instructions; (ii) use of the Software in conjunction with
another vendor's products resulting in the defect or non-conformance provided
that configuring any of Licensee's computer systems for such use was not part of
the scope of work for any services provided by Clarify; (iii) failure to follow
applicable operation or maintenance requirements; (iv) introduction of data,
through any method other than through the Software, into any database accessed
by the Software; or (v) abuse, mishandling, misuse or damage to the Software
other than by Clarify or a third party contractor hired by Clarify to perform
services under this Agreement.. These warranties do not cover damage to Software
due to fire, explosion, power irregularities or surges, Acts of God, including
without limitation, earthquakes, rains, floods, or lightning, or any other cause
not attributable to Clarify. THE FOREGOING WARRANTIES AND LIMITATIONS ARE
EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY,
EXPRESS, OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH CLARIFY EXPRESSLY
DISCLAIMS.
5. PROPRIETARY RIGHTS AND INFORMATION
A. USE OF PROPRIETARY INFORMATION. "Proprietary Information" includes without
limitation, (i) diagnostics, Software, Software Releases, user manuals and other
documentation supplied by Clarify; and (ii) patents and patent applications; and
(iii) trade secrets identified as such; and(iv) printed materials with
confidential or proprietary legends (which may include, technical and
non-technical information disclosed by either party to the other, including
ideas, techniques, sketches, drawings, works of authorship, models, inventions,
know-how, processes, apparatuses, equipment, algorithms and formulae
Page 3
related to the current, future, and proposed products and services of the
disclosing party, and including, the disclosing party's information concerning
research, experimental work, development, design details and specifications,
engineering, financial information, procurement requirements, purchasing,
manufacturing, customer lists, investors, employees, business and contractual
relationships, business forecasts, sales and merchandising, marketing plans);
and (v) electronically and visually transmitted printed materials and
information marked with a proprietary or confidential legend and disclosed by
Licensee or Clarify in the performance of this Agreement; and (vi) oral or
visual disclosures of Proprietary Information which are reduced to a writing
marked as confidential and submitted to the non-disclosing party within 30 days
following such disclosure. The receiving party agrees to hold the Proprietary
Information of the disclosing party in confidence and to use the Proprietary
Information of the disclosing party only for the purposes expressly permitted,
and to disclose Proprietary Information of the disclosing party only to the
receiving party's employees and contractors as allowed by the disclosing party
and then only on a need-to-know basis. The receiving party agrees to maintain
adequate internal procedures, including appropriate agreements with employees
and authorized third parties, to protect the confidentiality of the Proprietary
Information of the disclosing party. The disclosing party is entitled to
appropriate injunctive relief in the event of any unauthorized disclosure or use
of its Proprietary Information by the receiving party.
B. LIMITATIONS. Proprietary Information of the disclosing party does not include
information which (i) was rightfully in the receiving party's possession in a
complete and tangible form before it is received from the disclosing party under
this Agreement and without restriction on disclosure or use; (ii) is or becomes
a matter of public knowledge through no fault of the receiving party; (iii) is
rightfully furnished to the receiving party by a third party without restriction
on disclosure or use; (iv); is independently developed by the receiving party
without use of or reference to the disclosing party's Proprietary Information;
or (v) is required to be disclosed by law or as part of a filing with the United
States Securities Exchange Commission (SEC); provided that any party making such
disclosure will notify the other party prior to such disclosure, and will use
commercially reasonable efforts to seek the confidential treatment of such
Proprietary Information.
C. RESERVATION OF RIGHTS. Clarify, on behalf of itself and its licensors,
reserves all proprietary rights in and to (i) all designs, engineering details
and other data pertaining to the Software, Software Releases, and Support and
training; (ii) all original works, computer programs, fixes, patches, work
arounds, revisions and updates (but not programs developed by Licensee),
discoveries, inventions, patents, know-how and techniques arising out of work
done wholly or in part by Clarify or its contractors; and (iii) any and all
products developed as a result of such work. Notwithstanding the foregoing,
specifically with respect to modifications made by Clarify on behalf of
Licensee, those modifications specific to Licensee's technical, commercial, or
operational requirements will be owned by Licensee. Any modifications of generic
applicability to Customer Relations Management or FrontOffice applications shall
be owned by Clarify. At Licensee's request, and prior to the commencement of
Professional Services, Clarify and Licensee shall mutually agree upon the
classification of modifications as generic or specific, and so indicate such
classification on the appropriate Statement of Work.
D. SECURITY. Licensee in using Software is responsible for the security of its
own proprietary and confidential information and authorizing access to
Licensee's network, and for maintaining adequate procedures apart from the
Software to reconstruct lost or altered files, data or programs.
6. CLAIMS OF INFRINGEMENT
A. INDEMNIFICATION. Clarify agrees to defend at its own expense any action
brought against Licensee to the extent that it is based on a claim that any
Software furnished by Clarify to Licensee infringes a U. S. patent, copyright,
or trademark ("Infringement Claim"), and will pay any costs and damages finally
awarded against Licensee in any action which is attributable to any Infringement
Claim. Clarify's obligation under the preceding sentence is subject to the
conditions that (i) Licensee promptly notifies Clarify in writing of any
Infringement Claim and cooperates with Clarify in the defense of such
Infringement Claim; (ii) Clarify has sole control of such defense and all
negotiations for any settlement; and (iii) should any Software become, or in
Clarify's opinion be likely to become, the subject of any Infringement Claim,
Licensee permits Clarify, at Clarify's option and expense, to procure for
Licensee the right to continue using such Software, replace or modify it so that
it becomes non-infringing, or grant Licensee a credit for the price paid for the
Software license as depreciated on a three year, straight-line basis from the
original shipment date, and accept its return.
B. LIMITATIONS. Clarify has no obligation or liability under this Section 6 with
respect to any Infringement Claim which is based upon or results from (i) the
combination of any Software with any equipment, device, firmware or software not
furnished by Clarify provided that the Infringement Claim would not have
resulted but for such combination; (ii) any modification of the Software (except
as customized by use of Clarify's ToolKit.) by Licensee; (iii) the amount of use
of the Software in excess of that allowable under this Agreement; (iv)
Licensee's failure to install or have installed changes, revisions or updates as
instructed by Clarify; or (v) direct compliance by Clarify with Licensee's
specifications, designs or instructions.
Page 4
7. MATERIAL BREACH OR INSOLVENCY
If Licensee or Clarify (i) becomes insolvent, files or has filed against it a
petition in bankruptcy, receivership, liquidation or similar proceeding under
the laws of any jurisdiction, or ceases doing business; or (ii) fails to cure a
material breach of this Agreement or any Order within 30 days after receipt of
written notice of such breach from the other party, then the other party may
pursue any and all remedies available at law or equity, except as specifically
limited elsewhere in this Agreement. In the event Licensee is the party subject
to subparts (i) or (ii) of the preceding sentence, Clarify may terminate this
Agreement or a specific license(s) for Software granted under this Agreement,
and any or all unfulfilled Orders under this Agreement may be cancelled by
Clarify without liability.
8. INDEMNITY AND LIABILITY
A. INDEMNITY. Each party shall indemnify the other party against any third party
claims arising out of or resulting from this Agreement alleging bodily injury,
including death, or damage to tangible property to the extent caused by the
negligence or willful misconduct of the indemnifying party. The indemnifying
party 's obligation under the preceding sentence is subject to the conditions
that (i) the indemnified party gives prompt written notice of any such claim and
cooperates with the indemnifying party in the defense of such claim; and (ii)
the indemnifying party has sole control of such defense and all negotiations for
any settlement.
B. LIABILITY. REGARDLESS OF THE LEGAL OR EQUITABLE BASIS OF ANY CLAIM, IN NO
EVENT WILL CLARIFY OR ITS LICENSORS BE LIABLE FOR (i) ANY SPECIAL, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, ANY DAMAGES
RESULTING FROM INACCURATE OR LOST DATA, LOSS OF USE, OR LOSS OF REVENUES OR
PROFITS, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY ORDER, THE
FURNISHING OF SOFTWARE AND SUPPORT, OR THE USE OR PERFORMANCE OF SOFTWARE, EVEN
IF INFORMED OF SUCH DAMAGES; OR (ii) FOR ANY THIRD PARTY CLAIMS AGAINST LICENSEE
EXCEPT AS PROVIDED IN SECTIONS 6 AND 8.A. EXCEPT FOR DAMAGES ARISING UNDER
SECTIONS 6 OR 8.A, FOR WHICH CLARIFY'S LIABILITY IS NOT LIMITED, AND FOR ANY
CLAIM ARISING UNDER SECTION 5 FOR WHICH CLARIFY'S LIABILITY SHALL NOT EXCEED TEN
MILLION DOLLARS ($10,000,000) OTHERWISE, CLARIFY'S MAXIMUM LIABILITY UNDER THIS
AGREEMENT OR ANY ORDER, INCLUDING LIABILITY ARISING OUT OF SOFTWARE LICENSED,
SUPPORT PERFORMED, OR FROM CLARIFY'S NEGLIGENCE OR OTHER ACTS OR OMISSIONS, WILL
BE LIMITED TO THE LICENSE FEE OR CHARGE FOR THE SOFTWARE OR SUPPORT GIVING RISE
TO THE CLAIM.
REGARDLESS OF THE LEGAL OR EQUITABLE BASIS OF ANY CLAIM, IN NO EVENT WILL
LICENSEE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES. EXCEPT FOR A BREACH OF ANY CLAIM ARISING UNDER SECTION 8A, FOR WHICH
LICENSEE'S LIABILITY SHALL NOT BE LIMITED, AND EXCEPT FOR ANY CLAIM ARISING
UNDER SECTION 5 OR 3 OF THIS AGREEMENT FOR WHICH LICENSEE'S LIABILITY SHALL NOT
EXCEED TEN MILLION DOLLARS ($10,000,000,) OTHERWISE, LICENSEE'S LIABILITY IS
LIMITED TO THE TOTAL LICENSE FEES OWING UNDER THIS AGREEMENT.
9. GENERAL
A. Software, Software Releases, and related technical data and information may
be subject to U. S. and other governmental export control regulations. Licensee
shall comply with those regulations if it exports or re-exports Software,
Software Releases, and related technical data and information.
B. If any provision of this Agreement is held to be invalid or unenforceable,
the remainder of the provisions will remain in full force and effect and the
parties will substitute for the invalid or unenforceable provision a valid and
enforceable provision which most closely approximates the economic effect and
intent of the invalid or unenforceable provision.
C. Clarify and Licensee agree to comply with all applicable laws and
regulations.
D. Neither Clarify nor Licensee shall be liable for delays, loss, damages or
other consequences of acts, omissions or events beyond its reasonable control
and which may not be overcome by due diligence or caused by strikes or labor
strife or unrest.
Page 5
E. Except for assignment in the case of a merger, acquisition, consolidation or
sale of substantially all of the business assets of a party, neither this
Agreement nor the licenses granted hereunder are transferable by either party
without the prior written consent of the other party; any attempt to do so shall
be void.
F. In the event of the expiration or termination of this Agreement, Section 5 of
this Agreement, and those terms which by their nature are intended to survive
such expiration or termination will so survive
G. This Agreement, including the attached Exhibits and each Order, constitutes
the entire agreement between Clarify and Licensee with respect to the subject
matter hereof and supersedes all previous negotiations, proposals, commitments,
writings, advertisements, publications, and understandings whether written or
oral. Any waiver, amendment, or modification of any right or remedy, or of these
terms and conditions, will not be effective unless in writing and signed by the
authorized representatives of Licensee and Clarify. In interpreting this
Section, it is agreed that any preprinted, added, or conflicting terms and
conditions in any Order Documents are void with respect to this Agreement, even
if acknowledged in writing by Clarify.
H. Any notices required to be given must be in writing and sent by prepaid mail
or receipted courier service or hand delivered to the party to be notified at
the address stated at the outset of this Agreement, or may be delivered by
facsimile. All notices sent to Licensee will be addressed to the attention of
the person signing this Agreement for Licensee. All notices sent to Clarify will
be addressed to the attention of Clarify's Director, Licensing & Contracts. A
party's address for notice may be changed by giving notice of such change in
accordance with this Section.
I. This Agreement is governed by the laws of the State of California except for
its rules concerning the conflict of laws. The United Nations Convention on
Contracts for the International Sale of Goods will not apply to this Agreement.
J. This Agreement is effective on the date of execution by the second party to
execute it ("Effective Date").
K. The following Exhibits are attached to and made a part of this Agreement:
Exhibit A-1 - Licensed Software
Exhibit B - Additional Support Terms and Conditions
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EXHIBIT A-1
LICENSED SOFTWARE
ORDER NUMBER: ____________________
NEWGEN RESULTS
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Clarify version
^Language
*Database:
*Enhanced Server:
+Flexible Deployment Server:
+Database Server:
+Traveler Server:
+Web Server:
Discount ** : 45.00%
QUANTITY PRODUCT LIST PRICE $ DISCOUNT %
APPLICATIONS:
1 Account Manager (Included in ClearSales Bundle below) 0 45.00%
1 ClearCallCenter 20,000 45.00%
1 ClearQuality 20,000 45.00%
1 ClearHelpdesk and WebHelpDesk 20,000 45.00%
1 ClearSupport and WebSupport 20,000 45.00%
1 ClearSync for Microsoft Outlook 10,000 45.00%
1 Full Text Search (FTS) Engine 20,000 45.00%
1 Script Manager 20,000 45.00%
1 Task Manager (Included in ClearSales Bundle below) 0 45.00%
TOOLS AND TECHNOLOGY:
1 ClearCustomize Toolkit 20,000 45.00%
1 ClearEnterprise Flexible Deployment 0 45.00%
1 Clarify Mobile Service (formerly ClearEnterprise Traveler) 20,000 45.00%
1 ClearExtensions API Toolkit 20,000 45.00%
1 ClearReport Tools 20,000 45.00%
ADDITIONAL PURCHASES:
1 Development Server 8,000 45.00%
1 Warm Report and Backup Server 2,500 100.00%
BUNDLES:
1 BUNDLE: ClearSales Team Selling 40,000 45.00%
PRIVATE LICENSES:
328 Clarify Full Universal User License (Concurrent) 4,000 45.00%
82 Clarify Full Universal User License (Mobile) 2,000 45.00%
449 Clarify Restricted Universal User License (Concurrent) 2,000 45.00%
1 Clarify Restricted Web Universal User License (Concurrent) 500 45.00%
TOTAL EXTENDED LIST PRICE
TOTALS 45.05125%
TOTAL NET PRODUCT AMOUNT
QUANTITY ESCROW LIST PRICE $ DISCOUNT %
0 Technology Escrow Agreement - General Account 2,500 N/A
0 Technology Escrow Agreement - Individual Account 5,000 N/A
TOTAL NET ESCROW AMOUNT
QUANTITY SUPPORT* STANDARD % OF DISCOUNT %
(IN MONTHS) *NOTE: not all custom fit options are available from all LIST PRICE
Support Offices. Check with Regional Customer Care Mgmt.
for availability and custom quotes.
12 CustomerCARE - Annual Customer Service Program 18.0% 35.00%
12 CustomFit - 7x24x365 Support 1.5% 35.00%
0 CustomFit - 5x24 Support 1.0% N/A
0 CustomFit - Additional Primary Contacts (First Group of 2) 1.5% N/A
0 CustomFit - Additional Primary Contacts (Each Subsequent Group of 2) 0.5% N/A
Total Net CustomerCARE Support
TOTAL NET SUPPORT AMOUNT
QUANTITY TRAINING LIST PRICE $ DISCOUNT %
1 EdPak Prepaid Discounted Education Credit - $20,000 19,000 N/A
0 EdPak Prepaid Discounted Education Credit - $35,000 31,500 N/A
0 EdPak Prepaid Discounted Education Credit - $50,000 42,500 N/A
0 EdPak Prepaid Discounted Education Credit >$50,000 (15% discount) 0 N/A
0 Training Class - ClearFundamentals 1,200 0.00%
0 Training Class - ClearSupport/ClearHelpdesk 1,800 0.00%
0 Training Class - ClearSales 1,200 0.00%
0 Training Class - ClearCall Center 600 0.00%
0 Training Class - ClearContracts 1,200 0.00%
0 Training Class - ClearQuality 600 0.00%
0 Training Class - ClearLogistics Spares Manager 2,400 0.00%
0 Training Class - ClearLogistics Depot Repair 600 0.00%
0 Training Class - Clarify Data Modeling Concepts 1,300 0.00%
0 Training Class - ClearCustomize 1,950 0.00%
0 Training Class - ClearBasic 1,950 0.00%
0 Training Class - Clarify System Administration 1,300 0.00%
0 Training Class - ClearEnterprise Traveler Administration 1,300 0.00%
0 Training Class - ClearExpress WebSupport 2,100 0.00%
0 Training Class - ClearEnterprise Flexible Deployment 1,400 0.00%
0 Training Class - Diagnosis Engine Workshop 2,100 0.00%
0 Training Class - Problem Resolution System Overview 700 0.00%
0 Training Class - ClearEnterprise ▇.▇▇▇▇ 700 0.00%
Clarify Mobile Service Training Packages:
1 Mobile Administration Training 4,450 0.00%
1 Mobile Customization Training for ClearSales 9,000 0.00%
0 Mobile Customization Training for ClearSupport 9,600 0.00%
TOTAL NET TRAINING AMOUNT
QUANTITY CONSULTING
0 Consulting Services Time & Material (Pricing Approval
from PSO required) in Hours $0 0.00%
0 ClearSuccess Solution Architect EXPANDED (1/2 Time) $100,000 0.00%
0 ClearSuccess Solution Architect STANDARD (1/4 Time) $55,000 0.00%
0 ClearSuccess Consulting Pack-24 days over 4 months (SI team of 5) $55,000 0.00%
0 ClearSuccess Consulting Pack-50 days over 5 months (SI team of 8) $114,000 0.00%
0 ClearSuccess Consulting Pack-100 days over 7 months (SI team of 15) $228,000 0.00%
Clarify Mobile Service Consulting Packages:
1 Small Project - 40 days consulting $80,000 0.00%
0 Medium Project - 60 days consulting $120,000 0.00%
0 Large Project - 90 days consulting $180,000 0.00%
TOTAL NET CONSULTING AMOUNT
TOTAL CLARIFY SERVICES
TOTAL CLARIFY PRODUCT & SERVICES QUOTATION
QUANTITY PRODUCT TOTAL DISCOUNT $ EXTENDED TOTAL
NET AMOUNT $
APPLICATIONS:
1 Account Manager (Included in ClearSales Bundle below) 0.00 0.00
1 ClearCallCenter (9,000.00) 11,000.00
1 ClearQuality (9,000.00) 11,000.00
1 ClearHelpdesk and WebHelpDesk (9,000.00) 11,000.00
1 ClearSupport and WebSupport (9,000.00) 11,000.00
1 ClearSync for Microsoft Outlook (4,500.00) 5,500.00
1 Full Text Search (FTS) Engine (9,000.00) 11,000.00
1 Script Manager (9,000.00) 11,000.00
1 Task Manager (Included in ClearSales Bundle below) 0.00 0.00
TOOLS AND TECHNOLOGY:
1 ClearCustomize Toolkit (9,000.00) 11,000.00
1 ClearEnterprise Flexible Deployment 0.00 0.00
1 Clarify Mobile Service (formerly ClearEnterprise Traveler) (9,000.00) 11,000.00
1 ClearExtensions API Toolkit (9,000.00) 11,000.00
1 ClearReport Tools (9,000.00) 11,000.00
ADDITIONAL PURCHASES:
1 Development Server (3,600.00) 4,400.00
1 Warm Report and Backup Server (2,500.00) 0.00
BUNDLES:
1 BUNDLE: ClearSales Team Selling (18,000.00) 22,000.00
PRIVATE LICENSES:
328 Clarify Full Universal User License (Concurrent) (612,000.00) 748,000.00
82 Clarify Full Universal User License (Mobile) (73,800.00) 90,200.00
449 Clarify Restricted Universal User License (Concurrent) (404,100.00) 493,900.00
1 Clarify Restricted Web Universal User License (Concurrent) (225.00) 275.00
TOTAL EXTENDED LIST PRICE 2,683,000.00
TOTALS (1,208,725.00) 1,474,275.00
TOTAL NET PRODUCT AMOUNT 1,474,275.00
QUANTITY ESCROW TOTAL DISCOUNT $ EXTENDED
AMOUNT $
0 Technology Escrow Agreement - General Account N/A 0.00
0 Technology Escrow Agreement - Individual Account N/A 0.00
TOTAL NET ESCROW AMOUNT 0.00
QUANTITY SUPPORT* TOTAL DISCOUNT $ EXTENDED TOTAL
(IN MONTHS) *NOTE: not all custom fit options are available from all NET AMOUNT $
Support Offices. Check with Regional Customer Care Mgmt.
for availability and custom quotes.
12 CustomerCARE - Annual Customer Service Program ($169,029) 313,911.00
12 CustomFit - 7x24x365 Support ($14,086) 26,159.00
0 CustomFit - 5x24 Support N/A 0.00
0 CustomFit - Additional Primary Contacts (First Group of 2) N/A 0.00
0 CustomFit - Additional Primary Contacts (Each Subsequent Group of 2) N/A 0.00
Total Net CustomerCARE Support 340,070.00
TOTAL NET SUPPORT AMOUNT 340,070.00
QUANTITY TRAINING TOTAL DISCOUNT $ EXTENDED TOTAL
NET AMOUNT $
1 EdPak Prepaid Discounted Education Credit - $20,000 N/A 0.00
0 EdPak Prepaid Discounted Education Credit - $35,000 N/A 0.00
0 EdPak Prepaid Discounted Education Credit - $50,000 N/A 42,500.00
0 EdPak Prepaid Discounted Education Credit >$50,000 (15% discount) N/A 0.00
0 Training Class - ClearFundamentals 0.00 0.00
0 Training Class - ClearSupport/ClearHelpdesk 0.00 0.00
0 Training Class - ClearSales 0.00 0.00
0 Training Class - ClearCall Center 0.00 0.00
0 Training Class - ClearContracts 0.00 0.00
0 Training Class - ClearQuality 0.00 0.00
0 Training Class - ClearLogistics Spares Manager 0.00 0.00
0 Training Class - ClearLogistics Depot Repair 0.00 0.00
0 Training Class - Clarify Data Modeling Concepts 0.00 0.00
0 Training Class - ClearCustomize 0.00 0.00
0 Training Class - ClearBasic 0.00 0.00
0 Training Class - Clarify System Administration 0.00 0.00
0 Training Class - ClearEnterprise Traveler Administration 0.00 0.00
0 Training Class - ClearExpress WebSupport 0.00 0.00
0 Training Class - ClearEnterprise Flexible Deployment 0.00 0.00
0 Training Class - Diagnosis Engine Workshop 0.00 0.00
0 Training Class - Problem Resolution System Overview 0.00 0.00
0 Training Class - ClearEnterprise ▇.▇▇▇▇ 0.00 0.00
Clarify Mobile Service Training Packages:
1 Mobile Administration Training 0.00 4,450.00
1 Mobile Customization Training for ClearSales 0.00 9,000.00
0 Mobile Customization Training for ClearSupport 0.00 0.00
TOTAL NET TRAINING AMOUNT 55,950.00
QUANTITY CONSULTING
0 Consulting Services Time & Material (Pricing Approval
from PSO required) in Hours 0.00 0.00
0 ClearSuccess Solution Architect EXPANDED (1/2 Time) 0.00 0.00
0 ClearSuccess Solution Architect STANDARD (1/4 Time) 0.00 0.00
0 ClearSuccess Consulting Pack-24 days over 4 months (SI team of 5) 0.00 0.00
0 ClearSuccess Consulting Pack-50 days over 5 months (SI team of 8) 0.00 0.00
0 ClearSuccess Consulting Pack-100 days over 7 months (SI team of 15) 0.00 228,000.00
Clarify Mobile Service Consulting Packages:
1 Small Project - 40 days consulting 0.00 80,000.00
0 Medium Project - 60 days consulting 0.00 0.00
0 Large Project - 90 days consulting 0.00 0.00
TOTAL NET CONSULTING AMOUNT 308,000.00
TOTAL CLARIFY SERVICES 704,020.00
TOTAL CLARIFY PRODUCT & SERVICES QUOTATION 2,178,295.00
Notes: Consulting to be quoted separately upon further discussion of detailed
implementation plan.
Orders must include Software License, Maintenance and Consulting
agreements.
This quotation is valid if accepted within thirty (30) days from the
date issued: 11-Aug-00
Terms: Payment due upon execution.
Clarify will create a fund of $300,000 to be used for either consulting
services or joint marketing activities. If the fund is not used prior
to 12/31/2001 then the funds will no longer be available to Customer.
A Restricted User is upgradeable to future releases as long as
maintenance and support payments are current.
A Restricted License cannot be traded for a Full User Concurrent
License.
The above maintenance Fees will be charged in years 2 and 3 of the
agreement.
After year 3 of the agreement annual maintenance increases will be
capped at CPI.
ORDER NUMBER: _______________
NEWGEN RESULTS
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Clarify version
^Language
*Database:
*Enhanced Server:
+Flexible Deployment Server:
+Database Server:
+Traveler Server:
+Web Server:
Discount ** : 45.00%
QUANTITY PRODUCT LIST PRICE $ EXTENDED LIST
PRICE
APPLICATIONS:
1 Account Manager (Included in ClearSales Bundle below) 0 0.00
1 ClearCallCenter 20,000 20,000.00
1 ClearHelpdesk and WebHelpDesk 20,000 20,000.00
1 ClearSupport and WebSupport 20,000 20,000.00
1 ClearSync for Microsoft Outlook 10,000 10,000.00
1 Full Text Search (FTS) Engine 20,000 20,000.00
1 Script Manager 20,000 20,000.00
1 Task Manager (Included in ClearSales Bundle below) 0 0.00
TOOLS AND TECHNOLOGY:
1 ClearCustomize Toolkit 20,000 20,000.00
1 ClearEnterprise Flexible Deployment 0 0.00
1 Clarify Mobile Service (formerly ClearEnterprise Traveler) 20,000 20,000.00
1 ClearExtensions API Toolkit 20,000 20,000.00
1 ClearReport Tools 20,000 20,000.00
ADDITIONAL PURCHASES:
1 Development Server 8,000 8,000.00
1 Warm Report and Backup Server 2,500 2,500.00
BUNDLES:
1 BUNDLE: ClearSales Team Selling 40,000 40,000.00
PRIVATE LICENSES:
328 Clarify Full Universal User License (Concurrent) 4,000 1,312,000.00
82 Clarify Full Universal User License (Mobile) 2,000 164,000.00
449 Clarify Restricted Universal User License (Concurrent) 2,000 898,000.00
1 Clarify Restricted Web Universal User License (Concurrent) 500 500.00
TOTAL EXTENDED LIST PRICE
TOTALS 2,615,000.00
TOTAL NET PRODUCT AMOUNT
QUANTITY ESCROW LIST PRICE $ EXTENDED LIST
PRICE
0 Technology Escrow Agreement - General Account 2,500
0 Technology Escrow Agreement - Individual Account 5,000
TOTAL NET ESCROW AMOUNT
QUANTITY SUPPORT* STANDARD % EXTENDED LIST
(IN MONTHS) *NOTE: not all custom fit options are available from all OF LIST PRICE PRICE
Support Offices. Check with Regional Customer Care Mgmt.
for availability and custom quotes.
12 CustomerCARE - Annual Customer Service Program 18.0% 39,225
12 CustomFit - 7x24x365 Support 1.5% 3,269
0 CustomFit - 5x24 Support 1.0% 0
0 CustomFit - Additional Primary Contacts (First Group of 2) 1.5% 0
0 CustomFit - Additional Primary Contacts (Each Subsequent Group of 2) 0.5% 0
Total Net CustomerCARE Support
TOTAL NET SUPPORT AMOUNT
QUANTITY TRAINING LIST PRICE $ EXTENDED LIST
PRICE $
1 EdPak Prepaid Discounted Education Credit - $20,000 19,000 19,000.00
0 EdPak Prepaid Discounted Education Credit - $35,000 31,500 0.00
0 EdPak Prepaid Discounted Education Credit - $50,000 42,500 0.00
0 EdPak Prepaid Discounted Education Credit >$50,000 (15% discount) 0 0.00
0 Training Class - ClearFundamentals 1,200 0.00
0 Training Class - ClearSupport/ClearHelpdesk 1,800 0.00
0 Training Class - ClearSales 1,200 0.00
0 Training Class - ClearCall Center 600 0.00
QUANTITY PRODUCT LIST PRICE $ EXTENDED LIST
PRICE
0 Training Class - ClearContracts 1,200 0.00
0 Training Class - ClearQuality 600 0.00
0 Training Class - ClearLogistics Spares Manager 2,400 0.00
0 Training Class - ClearLogistics Depot Repair 600 0.00
0 Training Class - Clarify Data Modeling Concepts 1,300 0.00
0 Training Class - ClearCustomize 1,950 0.00
0 Training Class - ClearBasic 1,950 0.00
0 Training Class - Clarify System Administration 1,300 0.00
0 Training Class - ClearEnterprise Traveler Administration 1,300 0.00
0 Training Class - ClearExpress WebSupport 2,100 0.00
0 Training Class - ClearEnterprise Flexible Deployment 1,400 0.00
0 Training Class - Diagnosis Engine Workshop 2,100 0.00
0 Training Class - Problem Resolution System Overview 700 0.00
0 Training Class - ClearEnterprise ▇.▇▇▇▇ 700 0.00
Clarify Mobile Service Training Packages:
1 Mobile Administration Training 4,450 4,450.00
1 Mobile Customization Training for ClearSales 9,000 9,000.00
0 Mobile Customization Training for ClearSupport 9,600 0.00
TOTAL NET TRAINING AMOUNT
QUANTITY CONSULTING
0 Consulting Services Time & Material (Pricing Approval from PSO required) in Hours $0
0 ClearSuccess Solution Architect EXPANDED (1/2 Time) $100,000
0 ClearSuccess Solution Architect STANDARD (1/4 Time) $55,000
0 ClearSuccess Consulting Pack-24 days over 4 months (SI team of 5) $55,000
0 ClearSuccess Consulting Pack-50 days over 5 months (SI team of 8) $114,000
0 ClearSuccess Consulting Pack-100 days over 7 months (SI team of 15) $228,000
Clarify Mobile Service Consulting Packages:
1 Small Project - 40 days consulting $80,000
0 Medium Project - 60 days consulting $120,000
0 Large Project - 90 days consulting $180,000
TOTAL NET CONSULTING AMOUNT
TOTAL CLARIFY SERVICES
TOTAL CLARIFY PRODUCT & SERVICES QUOTATION
QUANTITY PRODUCT DISCOUNT % TOTAL DISCOUNT $
APPLICATIONS:
1 Account Manager (Included in ClearSales Bundle below) 45.00% 0.00
1 ClearCallCenter 45.00% (9,000.00)
1 ClearHelpdesk and WebHelpDesk 45.00% (9,000.00)
1 ClearSupport and WebSupport 45.00% (9,000.00)
1 ClearSync for Microsoft Outlook 45.00% (4,500.00)
1 Full Text Search (FTS) Engine 45.00% (9,000.00)
1 Script Manager 45.00% (9,000.00)
1 Task Manager (Included in ClearSales Bundle below) 45.00% 0.00
TOOLS AND TECHNOLOGY:
1 ClearCustomize Toolkit 45.00% (9,000.00)
1 ClearEnterprise Flexible Deployment 45.00% 0.00
1 Clarify Mobile Service (formerly ClearEnterprise Traveler) 45.00% (9,000.00)
1 ClearExtensions API Toolkit 45.00% (9,000.00)
1 ClearReport Tools 45.00% (9,000.00)
ADDITIONAL PURCHASES:
1 Development Server 45.00% (3,600.00)
1 Warm Report and Backup Server 100.00% (2,500.00)
BUNDLES:
1 BUNDLE: ClearSales Team Selling 45.00% (18,000.00)
PRIVATE LICENSES:
328 Clarify Full Universal User License (Concurrent) 45.00% (590,400.00)
82 Clarify Full Universal User License (Mobile) 45.00% (73,800.00)
449 Clarify Restricted Universal User License (Concurrent) 45.00% (404,100.00)
1 Clarify Restricted Web Universal User License (Concurrent) 45.00% (225.00)
TOTAL EXTENDED LIST PRICE
TOTALS 45.05258% (1,178,125.00)
TOTAL NET PRODUCT AMOUNT
QUANTITY ESCROW DISCOUNT % TOTAL DISCOUNT $
0 Technology Escrow Agreement - General Account N/A N/A
0 Technology Escrow Agreement - Individual Account N/A N/A
TOTAL NET ESCROW AMOUNT
QUANTITY SUPPORT* DISCOUNT % TOTAL DISCOUNT $
(IN MONTHS) *NOTE: not all custom fit options are available from all
Support Offices. Check with Regional Customer Care Mgmt.
for availability and custom quotes.
12 CustomerCARE - Annual Customer Service Program 35.00% ($164,745)
12 CustomFit - 7x24x365 Support 35.00% ($13,729)
0 CustomFit - 5x24 Support N/A N/A
0 CustomFit - Additional Primary Contacts (First Group of 2) N/A N/A
0 CustomFit - Additional Primary Contacts (Each Subsequent Group of 2) N/A N/A
Total Net CustomerCARE Support
TOTAL NET SUPPORT AMOUNT
QUANTITY TRAINING DISCOUNT % TOTAL DISCOUNT $
1 EdPak Prepaid Discounted Education Credit - $20,000 N/A N/A
0 EdPak Prepaid Discounted Education Credit - $35,000 N/A N/A
0 EdPak Prepaid Discounted Education Credit - $50,000 N/A N/A
0 EdPak Prepaid Discounted Education Credit >$50,000 (15% discount) N/A N/A
0 Training Class - ClearFundamentals 0.00% 0.00
0 Training Class - ClearSupport/ClearHelpdesk 0.00% 0.00
0 Training Class - ClearSales 0.00% 0.00
0 Training Class - ClearCall Center 0.00% 0.00
QUANTITY PRODUCT DISCOUNT % TOTAL DISCOUNT $
0 Training Class - ClearContracts 0.00% 0.00
0 Training Class - ClearQuality 0.00% 0.00
0 Training Class - ClearLogistics Spares Manager 0.00% 0.00
0 Training Class - ClearLogistics Depot Repair 0.00% 0.00
0 Training Class - Clarify Data Modeling Concepts 0.00% 0.00
0 Training Class - ClearCustomize 0.00% 0.00
0 Training Class - ClearBasic 0.00% 0.00
0 Training Class - Clarify System Administration 0.00% 0.00
0 Training Class - ClearEnterprise Traveler Administration 0.00% 0.00
0 Training Class - ClearExpress WebSupport 0.00% 0.00
0 Training Class - ClearEnterprise Flexible Deployment 0.00% 0.00
0 Training Class - Diagnosis Engine Workshop 0.00% 0.00
0 Training Class - Problem Resolution System Overview 0.00% 0.00
0 Training Class - ClearEnterprise ▇.▇▇▇▇ 0.00% 0.00
Clarify Mobile Service Training Packages:
1 Mobile Administration Training 0.00% 0.00
1 Mobile Customization Training for ClearSales 0.00% 0.00
0 Mobile Customization Training for ClearSupport 0.00% 0.00
TOTAL NET TRAINING AMOUNT
QUANTITY CONSULTING
0 Consulting Services Time & Material (Pricing Approval from PSO required) in Hours 0.00% 0.00
0 ClearSuccess Solution Architect EXPANDED (1/2 Time) 0.00% 0.00
0 ClearSuccess Solution Architect STANDARD (1/4 Time) 0.00% 0.00
0 ClearSuccess Consulting Pack-24 days over 4 months (SI team of 5) 0.00% 0.00
0 ClearSuccess Consulting Pack-50 days over 5 months (SI team of 8) 0.00% 0.00
0 ClearSuccess Consulting Pack-100 days over 7 months (SI team of 15) 0.00% 0.00
Clarify Mobile Service Consulting Packages:
1 Small Project - 40 days consulting 0.00% 0.00
0 Medium Project - 60 days consulting 0.00% 0.00
0 Large Project - 90 days consulting 0.00% 0.00
TOTAL NET CONSULTING AMOUNT
TOTAL CLARIFY SERVICES
TOTAL CLARIFY PRODUCT & SERVICES QUOTATION
QUANTITY PRODUCT EXTENDED TOTAL
NET AMOUNT $
APPLICATIONS:
1 Account Manager (Included in ClearSales Bundle below) 0.00
1 ClearCallCenter 11,000.00
1 ClearHelpdesk and WebHelpDesk 11,000.00
1 ClearSupport and WebSupport 11,000.00
1 ClearSync for Microsoft Outlook 5,500.00
1 Full Text Search (FTS) Engine 11,000.00
1 Script Manager 11,000.00
1 Task Manager (Included in ClearSales Bundle below) 0.00
TOOLS AND TECHNOLOGY:
1 ClearCustomize Toolkit 11,000.00
1 ClearEnterprise Flexible Deployment 0.00
1 Clarify Mobile Service (formerly ClearEnterprise Traveler) 11,000.00
1 ClearExtensions API Toolkit 11,000.00
1 ClearReport Tools 11,000.00
ADDITIONAL PURCHASES:
1 Development Server 4,400.00
1 Warm Report and Backup Server 0.00
BUNDLES:
1 BUNDLE: ClearSales Team Selling 22,000.00
PRIVATE LICENSES:
328 Clarify Full Universal User License (Concurrent) 721,600.00
82 Clarify Full Universal User License (Mobile) 90,200.00
449 Clarify Restricted Universal User License (Concurrent) 493,900.00
1 Clarify Restricted Web Universal User License (Concurrent) 275.00
TOTAL EXTENDED LIST PRICE 2,615,000.00
TOTALS 1,436,875.00
TOTAL NET PRODUCT AMOUNT 1,436,875.00
QUANTITY ESCROW EXTENDED
AMOUNT $
0 Technology Escrow Agreement - General Account 0.00
0 Technology Escrow Agreement - Individual Account 0.00
TOTAL NET ESCROW AMOUNT 0.00
QUANTITY SUPPORT* EXTENDED TOTAL
(IN MONTHS) *NOTE: not all custom fit options are available from all NET AMOUNT $
Support Offices. Check with Regional Customer Care Mgmt.
for availability and custom quotes.
12 CustomerCARE - Annual Customer Service Program 305,955.00
12 CustomFit - 7x24x365 Support 25,496.25
0 CustomFit - 5x24 Support 0.00
0 CustomFit - Additional Primary Contacts (First Group of 2) 0.00
0 CustomFit - Additional Primary Contacts (Each Subsequent Group of 2) 0.00
Total Net CustomerCARE Support 331,451.25
TOTAL NET SUPPORT AMOUNT 331,451.25
QUANTITY TRAINING EXTENDED TOTAL
NET AMOUNT $
1 EdPak Prepaid Discounted Education Credit - $20,000 19,000.00
0 EdPak Prepaid Discounted Education Credit - $35,000 0.00
0 EdPak Prepaid Discounted Education Credit - $50,000 0.00
0 EdPak Prepaid Discounted Education Credit >$50,000 (15% discount) 0.00
0 Training Class - ClearFundamentals 0.00
0 Training Class - ClearSupport/ClearHelpdesk 0.00
0 Training Class - ClearSales 0.00
0 Training Class - ClearCall Center 0.00
QUANTITY PRODUCT EXTENDED TOTAL
NET AMOUNT $
0 Training Class - ClearContracts 0.00
0 Training Class - ClearQuality 0.00
0 Training Class - ClearLogistics Spares Manager 0.00
0 Training Class - ClearLogistics Depot Repair 0.00
0 Training Class - Clarify Data Modeling Concepts 0.00
0 Training Class - ClearCustomize 0.00
0 Training Class - ClearBasic 0.00
0 Training Class - Clarify System Administration 0.00
0 Training Class - ClearEnterprise Traveler Administration 0.00
0 Training Class - ClearExpress WebSupport 0.00
0 Training Class - ClearEnterprise Flexible Deployment 0.00
0 Training Class - Diagnosis Engine Workshop 0.00
0 Training Class - Problem Resolution System Overview 0.00
0 Training Class - ClearEnterprise ▇.▇▇▇▇ 0.00
Clarify Mobile Service Training Packages:
1 Mobile Administration Training 4,450.00
1 Mobile Customization Training for ClearSales 9,000.00
0 Mobile Customization Training for ClearSupport 0.00
TOTAL NET TRAINING AMOUNT 32,450.00
QUANTITY CONSULTING
0 Consulting Services Time & Material (Pricing Approval from PSO required) in Hours 0.00
0 ClearSuccess Solution Architect EXPANDED (1/2 Time) 0.00
0 ClearSuccess Solution Architect STANDARD (1/4 Time) 0.00
0 ClearSuccess Consulting Pack-24 days over 4 months (SI team of 5) 0.00
0 ClearSuccess Consulting Pack-50 days over 5 months (SI team of 8) 0.00
0 ClearSuccess Consulting Pack-100 days over 7 months (SI team of 15) 0.00
Clarify Mobile Service Consulting Packages:
1 Small Project - 40 days consulting 0.00
0 Medium Project - 60 days consulting 0.00
0 Large Project - 90 days consulting 0.00
TOTAL NET CONSULTING AMOUNT 0.00
TOTAL CLARIFY SERVICES 363,901.25
TOTAL CLARIFY PRODUCT & SERVICES QUOTATION 1,800,776.25
Notes: Consulting to be quoted separately upon further discussion of detailed
implementation plan.
Orders must include Software License, Maintenance and Consulting
agreements.
This quotation is valid if accepted within thirty (30) days from the
date issued: 12-Aug-00
Terms: Payment due upon execution.
Clarify will create a fund of $300,000 to be used for either
consulting services or joint marketing activities. If the fund is
not used prior to 12/31/2001 then the funds will no longer be
available to Customer.
A Restricted User is upgradeable to future releases as long as
maintenance and support payments are current.
A Restricted License cannot be traded for a Full User Concurrent
License.
The above maintenance Fees will be charged in years 2 and 3 of the
agreement.
After year 3 of the agreement annual maintenance increases will be
capped at CPI.
Page 1
EXHIBIT B
ADDITIONAL SUPPORT TERMS AND CONDITIONS
The following additional terms apply to the providing of Support:
1. INITIAL SUPPORT TERM AND RENEWAL. Software Support will be for an initial 12
month period commencing with the start date of the Software warranty period
("Initial Support Term"). Upon expiration of the Initial Support Term,
Licensee's Order for Support will automatically renew for successive 12 month
renewal terms unless terminated by either party upon written notice given 30
days prior to the end of the Initial Support Term or any renewal term.
2. SUPPORT COVERAGE AND CHARGES. Available Support coverage periods which may be
ordered are specified in Clarify's then-current published CustomerCARE
description in effect at the time Support is ordered or renewed ("CustomerCARE
Description"). The annual fee for Support is a percentage of Clarify's
then-current list license fees for the covered Software as specified in Clarify'
s then-current published CustomerCARE Description. Sixty days prior to each
annual renewal term for Support, Clarify will notify Licensee in writing of the
annual fee which will apply during such renewal term. In the event that Licensee
terminates Support, Licensee may later reinstate Support provided the Software
licensed by Licensee is upgraded to the then-current Software Release. The fee
charged for such Support reinstatement will be equal to the cumulative standard
Support charges applicable for the Support terms during which Support lapsed,
plus Support charges for the then-current Support term.
3. SCOPE OF SUPPORT. Support consists of: (i) undertaking reasonable commercial
efforts to resolve problems or bugs in the Software which cause the Software not
to function substantially as described in its accompanying user documentation,
such efforts to be in accordance Clarify's service levels defined in Clarify's
then-current published CustomerCARE Description based on the impact of the
problem or bug on Licensee's use of the Software; (ii) providing new Software
Releases which may contain bug fixes, improvements, or enhancements (but do not
include new or separate Software or functionality); (iii) providing Licensee
with access to Clarify for reporting Software problems and tracking resolution;
(iv) answering technical questions regarding Software functionality and
operation; and (v) providing service related bulletins. Clarify shall be under
no obligation to provide Support if Clarify determines that the primary cause of
a problem or bug is the failure or malfunction of any software, tools,
equipment, or facilities not provided by Clarify. Support does not cover defects
or non-conformities in the Software resulting from any of the causes in Section
4.B of the main body of this Agreement.
4. LICENSEE'S RESPONSIBILITIES. Licensee shall provide at no charge to Clarify a
modem connection to allow Clarify remote access to Licensee's server subject to
Licensee's reasonable security requirements. Licensee shall (i) maintain the
Software at the then-current or immediately preceding Software Release level;
(ii) undertake remedial corrective actions as instructed by Clarify; and (iii)
notify Clarify in writing within 60 days of the relocation of any server on
which the Software is operating or of any transfer of the Software to a new
server.
5. MODIFICATION OF SUPPORT. Clarify reserves the right to modify these Support
terms and conditions provided that such modifications will not materially reduce
the level of Support offered by Clarify to Licensee for the current Support
Period, or increase maintenance costs to Licensee prior to the next renewal
period for Support.. Additional details concerning the scope of Support and the
means of providing Support are provided in Clarify's then-current published
CustomerCARE Description, which description is by this reference incorporated in
this Exhibit B.
6. PENALTIES. If Licensee is receiving Support, and Clarify is unable to correct
defects exclusively attributable to the Clarify Software, in a Production Down
situation (as defined in Clarify's then current CustomerCARE Description) after
a reasonable period of time, not to exceed 72 hours, then following such 72 hour
period, Licensee shall be entitled to receive a penalty in the amount of two
thousand dollars ($2000) per day until such defect is corrected, but in no event
shall the annual penalty amount exceed $100,000.
Page 1
