Implementation Partner Agreement
--------------------------------
This Agreement ("Agreement") is made as of July 15, 1997 the ("Effective Date")
by and between PeopleSoft, Inc. ("PeopleSoft"),, a Delaware corporation having
an office at 0000 Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxx 00000 and Intelligroup,
Inc. ("Implementation Partner"), having an office at 000 Xxxxx Xxx Xxxxx,
Xxxxxx, XX 00000.
The PeopleSoft contact for this Agreement is: Xxxx XxXxxxx
Telephone: (000) 000-0000
The Implementation Partner contact for this Xxxxxx Xxxxxx
Agreement is: Telephone: (000) 000-0000
The parties agree as follows:
1. DEFINITIONS
-----------
"End Users" means only those end user customers of PeopleSoft who have licensed
the Software directly from PeopleSoft for internal use in the Territory. End
Users do not include entities with reseller or distribution rights.
"Implementation Tools" shall consist only of software developed by
Implementation Partner, using the Software which Implementation Partner utilizes
solely in connection with the provision of Services to End Users. Implementation
Tools do not include any PeopleSoft Software.
"Services" means the services provided by Implementation Partner to assist End
Users with the planning for and implementation of the Software. Services consist
of assistance with system specifications and system design; project guidance;
training End Users in the design, implementation, documentation and operation of
the system, assistance with system modifications and enhancements; and technical
advice in the system implementation. Services may include a license grant from
Implementation Partner to the End User to use the Implementation Tools designed
specifically for the End User. Services may not include the presentation of
standard functional or technical PeopleSoft Education Services courses to End
Users, or re-distribution of PeopleSoft Education Services course materials in
any media format.
"Software" means any or all portions of the binary computer software programs
(including corresponding source code) and Documentation provided by PeopleSoft
or made by Implementation Partner with PeopleSoft's prior written consent,
whether in machine-readable or printed form only as listed in the applicable
Schedule and all corrections or updates thereto. Software includes the
third-party software only as specified in the Schedule. Software includes an
object code version of PeopleTools but does not include source code to
PeopleTools. Unless specifically stated otherwise, all Software is delivered to
Implementation Partner only if and when generally commercially available.
"Term" means the period commencing on the Effective Date and ending one (1) year
thereafter.
"Territory" means United States only.
2. LICENSE TO USE SOFTWARE
-----------------------
PeopleSoft agrees to grant Implementation Partner a non-exclusive,
non-transferable license to use the Software, pursuant to the terms of the
Implementation Partner Software License Agreement, attached as Exhibit A and
made a part hereof.
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Implementation Partner may:
- Use the Software to develop Implementation Tools solely in connection
with Implementation Partner's provision of Services to End Users
located in the Territory;
- Use the Software to develop training programs for consultants and/or
End Users so long as Implementation Partner does not market such
training or so long as such training does not compete with training
courses currently available to End Users through PeopleSoft;
- Use the Software to develop competency and solution centers to support
sales and service to End Users; and
- Acquire additional Software licenses for use in connection with this
Agreement.
Implementation Partner may not:
- Use the Software to provide training services to any End User as
specified above;
- Transfer a Software license to End User or any other third party;
- Distribute, market or resell a Software license;
- Provide Services to PeopleSoft distributors or resellers including,
but not limited to, ADP or Electronic Data Systems for further
distribution or marketing; or
- Take any action prohibited by the Implementation Partner Software
License Agreement attached as Exhibit A.
3. IMPLEMENTATION SERVICES TO BE PROVIDED
--------------------------------------
Implementation Partner's provision of Services shall be pursuant to a separate
contractual arrangement directly between Implementation Partner and the End
User. Implementation Partner is granted the license to use the Software
hereunder only for providing Services to End Users as a PeopleSoft
Implementation Partner.
4. RESPONSIBILITIES
----------------
4a. PEOPLESOFT'S RESPONSIBILITIES
-----------------------------
PeopleSoft shall:
1. Upon Implementation Partner's payment to PeopleSoft of the applicable fees
as specified in the Schedule attached as Exhibit B, provide Implementation
Partner with the Software listed therein and shall designate Implementation
Partner as a participant in PeopleSoft's Implementation Partner Program.
2. Designate an alliance manager who will function as the single point of
contact for all alliance management and administration related issues.
These issues include, but are not limited to, relationship management,
communication between the two organizations, software distribution,
contract management, accounting management and service support.
3. Once PeopleSoft receives Implementation Partner's detailed corporate
overview information, prepare a one-page company standard profile
containing Implementation Partner's marketing data. PeopleSoft shall
provide this standard profile upon request to PeopleSoft's End Users and
business prospects.
4. Permit Implementation Partner to attend PeopleSoft's annual users'
conference and participate in the product fair. Implementation Partner
shall be solely responsible for its own costs of attendance and
participation.
5. Provide Implementation Partner with access to PeopleSoft's Software Support
Services, upon Implementation Partner's payment of appropriate additional
fees.
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6. Provide Implementation Partner with access to training for the Software in
accordance with its Implementation Partner Program at then current rates
and policies, as specified in Exhibit E - Training Agreement.
7. Provide Implementation Partner with access to PeopleSoft's PeopleSoft Forum
program in connection with Implementation Partner's use of its
independently licensed copy of Lotus Notes.
8. Have the right to suspend all support and Services in the event
Implementation Partner is more than sixty days delinquent in payment to
PeopleSoft.
9. Preserve the confidentiality Implementation Partner confidential
information.
4b. IMPLEMENTATION PARTNER'S RESPONSIBILITIES
-----------------------------------------
Implementation Partner shall:
1. Designate an alliance manager who will function as the single point of
contact for all alliance management and administration related issues.
These include, but are not limited to, relationship management,
communication between the two organizations, software distribution,
contract management, accounting management and service support.
2. Preserve the confidentiality of the terms of this Agreement and any
PeopleSoft confidential information.
3. Take every reasonable measure to ensure that only the highest quality
consulting services are provided to End User. Implementation partner shall
utilize a quality survey or other methods to receive customer evaluations
on a regular basis, and provide copies to PeopleSoft on request.
4. Accurately represent itself to End Users and business prospects of
PeopleSoft when discussing the skills and know-how which it can provide.
5. As necessary, arrange with PeopleSoft Education Services the training
program for its consultants who will be working with PeopleSoft End Users.
Functional Consultants shall attend functional courses in the areas in
which they will be providing assistance to the End User, including advanced
functional courses and PeopleTools I where available. In addition, it is
recommended that Functional Consultants attend Query, Crystal, and
PS/nVision. Technical Consultants shall attend technical courses in the
areas in which they will be providing assistance to the End User, including
but not limited to PeopleTools I, PeopleTools II, PeopleCode, SQL/SQR,
Security Administration and Application Upgrader. Individual consultants
may "test out" of Level I courses if they can demonstrate that they have
had prior PeopleSoft experience.
6. Designate a Training Administrator contact for PeopleSoft to coordinate all
Education Services activities.
7. Remain current in payment of all fees due to PeopleSoft, including those
specified in the Schedule attached as Exhibit B, annual renewal, software
updates and any incurred training fees. Implementation Partner agrees to
bring current any outstanding balances due to PeopleSoft within thirty (30)
days of starting the Implementation Partnership program.
5. IMPLEMENTATION PARTNER'S USE OF PEOPLETOOLS
-------------------------------------------
At no additional fee to Implementation Partner, PeopleSoft shall provide one
PeopleTools license with the Software acquired by Implementation Partner solely
to enable Implementation Partner to develop Implementation Tools for use
pursuant to this Agreement. Implementation Partner or its consultants shall not
use PeopleTools software to develop application software other than for use by
its individual End Users for their internal business purposes. Implementation
Tools are not transferable by Implementation Partner from End User to End User
without PeopleSoft's prior written consent.
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6. REPRESENTATIONS AND DISCLAIMERS
-------------------------------
Both parties represent that they have the independent right and power to enter
into this Agreement. PEOPLESOFT DISCLAIMS ALL OTHER REPRESENTATIONS OR
WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. IN NO EVENT SHALL PEOPLESOFT BE LIABLE FOR INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT
LIMITATION, LOST PROFITS.
7. LIMITATION OF LIABILITY
-----------------------
PeopleSoft's maximum liability for any action, regardless of the form of action,
whether in tort or contract, arising under this Agreement shall be limited to
the amount of license fees paid by Implementation Partner hereunder.
8. INDEPENDENT CONTRACTOR STATUS
-----------------------------
Implementation Partner performs this Agreement as an independent contractor, not
as an employee of PeopleSoft. Nothing in this Agreement is intended to construe
the existence of a partnership, joint venture, or agency relationship between
Implementation Partner and PeopleSoft.
9. CONFIDENTIAL INFORMATION
------------------------
All information received by either party which concerns the parties nonpublic
business strategy, technical data, software designs, specifications, or
configurations shall be considered confidential, as will information which is
clearly marked "confidential." Both parties shall use reasonable commercial
efforts to refrain from disclosing such confidential information to anyone but
personnel working under this Agreement. Neither party shall have a nondisclosure
obligation with respect to information claimed to be confidential or proprietary
to the other in the event such information is disclosed or released to the
public through no fault of the other or which was rightfully known by the other
party prior to disclosure herein.
10. TERMINATION
-----------
At the end of the Term, PeopleSoft and Implementation Partner shall meet and
negotiate a possible extension of this Agreement pursuant to then mutually
agreeable terms and conditions and in accordance with PeopleSoft's then current
Implementation Partner Program. No extension is guaranteed by either party. In
the event of a termination for any reason, PeopleSoft shall have no obligation
to return any portion of license fees previously paid by Implementation Partner
and Implementation Partner will be required to either (1) return all licensed
Software and copies thereof to PeopleSoft to the address specified in this
Agreement; or (2) certify in writing to PeopleSoft that all copies of the
Software have been destroyed. Either party may terminate this Agreement upon ten
(10) days written notice in the event of a material breach.
11. NO ASSIGNMENT
-------------
Implementation Partner shall not assign this Agreement (by operation of law or
otherwise) or sublicense the Software without the prior written consent of
PeopleSoft, and any prohibited assignment or sublicense shall be null and void.
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12. GENERAL
-------
This Agreement shall be governed by the laws of the State of California,
excluding choice of law principles. All notices and demands shall be made in
writing and delivered to the other party at the respective address set forth
above or as modified from time to time in writing. If any provision of this
Agreement is held to be unenforceable, the other provisions shall nevertheless
remain in full force and effect. This Agreement is the entire understanding of
the parties with respect to the subject matter hereof and may only be amended or
modified by a writing signed by an authorized representative of each party. In
the event of conflict between the terms of this Agreement and License Agreement
in Exhibit A attached, this Agreement shall take precedence.
ACCEPTED BY: ACCEPTED BY:
INTELLIGROUP, INC. PEOPLESOFT, INC.
/s/ Xxxxxx Xxxxxx /s/ Xxxx XxXxxxx
----------------- ----------------
Authorized Signature Authorized Signature
Xxxxxx Xxxxxx, Director Marketing &
Business Development Xxxx XxXxxxx, Dir. Service Alliances
----------------------------------- ------------------------------------
Printed Name and Title Printed Name and Title
Approved As To
Legal Form
RDJ 7/25/97
----------------------
Initial Date
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Exhibit A
Implementation Partner Software License Agreement
-------------------------------------------------
This Agreement is made as of the Effective Date by and between PeopleSoft,
Inc. ("PeopleSoft"), a Delaware corporation having an office at 0000 Xxxxxxxx
Xxxxx, Xxxxxxxxxx, Xxxxxxxxxx 00000 and Intelligroup, Inc. ("Implementation
Partner").
TERMS AND CONDITIONS
--------------------
1. LICENSE
-------
1.1 PeopleSoft grants Implementation Partner a non-exclusive, non-transferable
license to use the licensed number of copies of Software during the term, solely
for Implementation Partner's internal training and demonstration purposes at the
Site(s) specified in the Exhibit B and solely pursuant to Implementation
Partner's duties under the Implementation Partner Agreement between the parties
executed herewith. This license is also subject to the restrictions of use set
forth in said Implementation Partner Agreement. Implementation Partner shall use
any third party software products or modules provided by PeopleSoft solely with
PeopleSoft Software.
1.2 Implementation Partner may:
a. use the Software temporarily on a back-up machine in the event that the
Server is inoperable, if applicable;
b. make a reasonable number of copies of the Software, solely for archive or
emergency back-up purposes and/or disaster recovery testing purposes; and
c. modify or merge the Software with other software, with the understanding
that any modifications, however extensive, shall not diminish PeopleSoft's
title or interest in the Software.
1.3 PeopleSoft shall provide Implementation Partner with the licensed number of
copies of the Software and Documentation only as specified in the applicable
Schedule. Implementation Partner may make a reasonable number of copies of
Documentation solely for Implementation Partner's internal use with the Software
provided all copyright notices are reproduced.
2. LICENSE EXCLUSIONS
------------------
2.1 Except as expressly authorized herein, Implementation Partner shall not:
a. Copy the Software;
b. Cause or permit reverse compilation or reverse assembly of all or any
portion of the Software;
c. Distribute, disclose, market, rent, lease or transfer to any third party
any portion of the Software (including PeopleTools) or the Documentation,
or use the Software or Documentation in any service bureau arrangement,
facility management, or third party training;
d. Disclose the results of Software performance benchmarks to any third party
without PeopleSoft's prior written consent;
e. Transfer the Software to a different database platform without the prior
written consent of PeopleSoft (such consent shall not be unreasonably
withheld) and payment of any additional fees that may be due;
f. Transfer the Software to a different location without providing prior
written notice to PeopleSoft;
g. Export the Software in violation of U.S. Department of Commerce export
administration regulations;
h Use PeopleTools or third party software, except solely in conjunction with
the licensed PeopleSoft applications;
i. Provide Training services to PeopleSoft End Users using the Software; and
j. Transfer the Software to End User or any other third party.
2.2 No license, right, or interest in any PeopleSoft trademark, trade name, or
service xxxx is granted hereunder.
3. FEES AND PAYMENT TERMS
----------------------
3.1 Implementation Partner shall pay PeopleSoft the fees as specified in each
applicable Schedule.
3.2 Unless Implementation Partner provides PeopleSoft with a valid tax
exemption or direct pay certificate, Implementation Partner is responsible for
all taxes, duties and customs fees concerning the Software and/or services,
excluding taxes based on PeopleSoft's income. Overdue payments shall bear
interest at the lesser of twelve percent (12%) per
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annum or the maximum rate allowed under applicable law.
4. TITLE AND PROTECTION
--------------------
4.1 PeopleSoft (or its third-party providers) retains title to all portions of
the Software and any copies thereof. If Implementation Partner creates a
Software modification using PeopleTools, Implementation Partner shall only have
title in such modification that remains after PeopleTools has been separated
from the modification. Implementation Partner shall use modifications created by
Implementation Partner solely in accordance with this Agreement. In the event
Implementation Partner provides Software modifications to PeopleSoft, PeopleSoft
shall have a perpetual, royalty-free license from Implementation Partner to use,
enhance and incorporate such modifications into PeopleSoft's software products
for general use and distribution.
4.2 Title to the physical media for the Software vests in Implementation
Partner upon delivery. PeopleSoft represents that the Software contains valuable
proprietary information. Implementation Partner shall not disclose the Software
to anyone other than those of its employees or consultants under nondisclosure
obligation who have a need to access the Software for purposes consistent with
this Agreement. Implementation Partner shall affix, to each full or partial copy
of the Software made by Implementation Partner, all copyright and proprietary
information notices as affixed to the original. Paragraphs 4.1 - 4.3 shall
survive termination of this Agreement.
4.3 The Software may be transferred to the U.S. government only with the
separate prior written consent of PeopleSoft and solely with "Restricted Rights"
as that term is defined in FAR 52.227- l9(c)(2) (or DFAR 252.227-7013(c)(1) if
the transfer is to a defense-related agency) or subsequent citation.
5. PATENT AND COPYRIGHT INDEMNITY
------------------------------
PeopleSoft shall indemnify and defend Implementation Partner against any claims
that the Software infringes any United States or Canadian patent or copyright;
provided that PeopleSoft is given prompt notice of such claim and is given
information, reasonable assistance, and sole authority to defend or settle the
claim. In the defense or settlement of the claim, PeopleSoft shall, in its
reasonable judgment and at its option and expense: (i) obtain for Implementation
Partner the right to continue using the Software; (ii) replace or modify the
Software so
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that it becomes noninfringing while giving equivalent performance; or (iii) if
PeopleSoft cannot obtain the remedies in (i) or (ii) as its sole obligation,
terminate the license for the infringing Software and upon receipt of the
infringing Software, return only the license fees paid by Implementation Partner
for such Software, prorated over a five year term from the applicable Schedule
Effective Date. PeopleSoft shall have no liability to indemnify or defend
Implementation Partner to the extent the alleged infringement is based on: (i) a
modification of the Software by anyone other then PeopleSoft, or (ii) use of the
Software other than in accordance with the Documentation.
6. DEFAULT AND TERMINATION
-----------------------
6.1 An event of default is: (i) a failure by either party to comply with any
material obligation under this Agreement; and (ii) such non-compliance remains
uncured for more than thirty (30) days after receipt of written notice thereof.
6.2 If an event of default occurs, the nondefaulting party, in addition to any
other rights available to it under law or equity, may terminate this Agreement
and all licenses granted hereunder by written notice to the defaulting party.
Except as otherwise specifically stated herein, remedies shall be cumulative and
there shall be no obligation to exercise a particular remedy.
6.3 Within ten (10) days after termination of this Agreement, Implementation
Partner shall certify in writing to PeopleSoft that all copies of the Software
in any form, including partial copies within modified versions, have been
destroyed or returned to PeopleSoft.
7. LIMITED WARRANTY
----------------
7.1 PeopleSoft warrants that it has title to the Software and/or the authority
to grant licenses to use the third party software. PeopleSoft warrants that the
Software will perform substantially in accordance with the Documentation for a
period of one (1) year from the date of initial installation and that the
Software media is free from material defects. PeopleSoft does not warrant that
the Software is error-free. PeopleSoft's sole obligation is limited to repair or
replacement of the defective Software in a timely manner, provided
Implementation Partner notifies PeopleSoft of the deficiency within the one year
period and provided Implementation Partner has installed all Software updates
provided pursuant to PeopleSoft's Software Support Services. PEOPLESOFT
DISCLAIMS ALL OTHER
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WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8. LIMITATION OF LIABILITY
-----------------------
EXCEPT FOR VIOLATIONS OF PEOPLESOFT'S INTELLECTUAL OR PROPRIETARY RIGHTS,
NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR
CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST DATA OR LOST PROFITS,
HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCLUDING DAMAGES INCURRED BY IMPLEMENTATION PARTNER UNDER THE ARTICLE ENTITLED
"PATENT AND COPYRIGHT INDEMNITY," PEOPLESOFT'S LIABILITY FOR DAMAGES UNDER THIS
AGREEMENT (WHETHER IN CONTRACT OR TORT) SHALL IN NO EVENT EXCEED THE AMOUNT PAID
BY IMPLEMENTATION PARTNER TO PEOPLESOFT FOR THE SOFTWARE MODULE OR THE SERVICES
FROM WHICH THE CLAIM AROSE. THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY
RISK SET FORTH IN THIS SECTION.
9. SOFTWARE SUPPORT SERVICES TERMS AND CONDITIONS
----------------------------------------------
Upon Implementation Partner's payment of the fees described in the Schedule
attached hereto as Exhibit B, PeopleSoft shall provide Implementation Partner
with the Software support services as described in PeopleSoft's standard
Software Support Services Terms and Conditions, attached hereto as Exhibit D.
10. NOTICES
-------
All notices shall be in writing and sent by registered mail, overnight mail,
courier, or transmitted by facsimile (if confirmed by such mailing), to the
addresses indicated on the first page of this Agreement, or such other address
as either party may indicate by at least ten (10) days prior written notice to
the other party. Notices to PeopleSoft shall be sent to the attention of
PeopleSoft Legal with a copy to Implementation Partner's assigned account
manager.
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11. ASSIGNMENT
----------
Implementation Partner may not assign this Agreement (by operation of law or
otherwise) or sublicense the Software without the prior written consent of
PeopleSoft, and any prohibited assignment or sublicense shall be null and void.
12. NONDISCLOSURE OBLIGATION
------------------------
12.1 The terms, conditions, pricing and any other information clearly marked
"confidential" under this Agreement are confidential and shall not be disclosed,
orally or in writing by Implementation Partner to any third party without the
prior written consent of PeopleSoft.
12.2 Implementation Partner shall protect the Software with at least the same
degree of care and confidentiality, but not less than a reasonable standard of
care, which Implementation Partner utilizes for Implementation Partner
information that it does not wish disclosed to the public. Implementation
Partner may provide access to and use of the Software only to those third
parties that: (i) provide services to Implementation Partner concerning
Implementation Partner's use of the Software; (ii) have a need to use and access
the Software; and (iii) have agreed to substantially similar non-disclosure
obligations imposed by Implementation Partner as those contained herein.
13. GENERAL
-------
This Agreement is made in and shall be governed by the laws of the State of
California, excluding choice of law principles. Venue shall be in San Francisco,
California. The section headings herein are provided for convenience only and
have no substantive effect on the construction of this Agreement. No purchase
order or other ordering document that purports to modify or supplement the
printed text of this Agreement or any Schedule shall add to or vary the terms of
this Agreement. All such proposed variations or additions (whether submitted by
PeopleSoft or Implementation Partner) are objected to and deemed material unless
agreed to in writing. Except for Implementation Partner's obligation to pay
PeopleSoft, neither party shall be liable for any failure to perform due to
causes beyond its reasonable control. If any provision of this Agreement is held
to be unenforceable, this Agreement shall be construed without such provision.
The failure by a party to exercise any right hereunder shall not operate as a
waiver of such party's right to exercise such right or any other right in the
future. Except for actions for non-payment or
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breach of PeopleSoft's proprietary rights in the Software, no action, regardless
of form, arising out of this Agreement may be brought by either party more than
one year after the cause of action has accrued. This Agreement may be amended
only by a written document executed by a duly authorized representative of each
of the parties. This Agreement may be executed in counterparts. To expedite
order processing, Transmitted Copies are considered documents equivalent to
original documents, however Implementation Partner agrees to provide PeopleSoft
with one fully executed original Agreement and applicable Schedule(s).
This Agreement and the Schedule(s) ("Agreement") constitute the entire agreement
between the parties concerning Implementation Partner's acquisition and use of
the Software. This Agreement replaces and supersedes any prior verbal or written
understandings, communications, and representations between the parties. This
Agreement may be executed in counterparts, which taken together shall be
considered original.
14. DEFINITIONS
-----------
"Documentation" means only technical publications relating to the use of the
Software, such as reference, user, installation, systems administrator and
technical guides, delivered by PeopleSoft to Implementation Partner.
"PeopleTools" means the underlying architecture from which the Software is
designed, and includes software application programming tools and code.
"Schedule(s)" means the independent Software product schedule(s) executed by the
parties and Support Services schedule(s) referencing this Agreement. Each
Schedule is a separate and independent contractual obligation from any other
Schedule. Agreement Effective Date and Schedule Effective Date(s) may differ.
"Server" means a single database or file server that may be accessed by a
network of personal computers as set forth in the applicable Schedule.
"Site" means a specific, physical location of Implementation Partner's Server as
set forth in the applicable Schedule.
"Software" means any or all portions of the binary computer software programs
(including corresponding source code) and Documentation provided by PeopleSoft
or made by Implementation Partner with PeopleSoft's prior written consent,
whether in machine-readable or printed form only as listed in the applicable
Schedule and all corrections
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or updates thereto. Software includes the third-party software only as specified
in the Schedule. Software includes an object code version of PeopleTools but
does not include source code to PeopleTools. Unless specifically stated
otherwise, all Software is delivered to Implementation Partner only if and when
generally commercially available.
"Term" means from the period commencing Effective Date until one year
thereafter.
"Transmitted Copies" means this Agreement, Schedules and other ordering
documents that are (i) copied or reproduced and transmitted via photocopy,
facsimile or process that accurately transmits the original documents; and (ii)
accepted by PeopleSoft.
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Exhibit B
Implementation Partner Fees/Schedule
------------------------------------
This Schedule to the Implementation Partner Agreement is between PeopleSoft,
Inc. and Intelligroup, Inc. ("Implementation Partner"). Handwritten or
typewritten text (other than information which is specifically called for in the
spaces provided) which purports to modify or supplement the printed text of this
Schedule shall have no effect and shall not add to or vary the terms of the
Agreement. All such variations or additions are objected to and considered
material.
--------------------------------------------------------------------------------
PRIMARY CONTACT BILLING INFORMATION SHIPPING/SITE INFORMATION
--------------------------------------------------------------------------------
Contact: Xxxxxx Xxxxxx Contact: Same Contact: Same
--------------------------------------------------------------------------------
Address: 000 Xxxxx Xxx Xxxxx Xxxxxxx: Same Address: Same
Xxxxxx, XX 00000
--------------------------------------------------------------------------------
Phone: (000)000-0000 Phone: Phone:
--------------------------------------------------------------------------------
Fax: (000)000-0000 Fax: Fax:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Software/Service (indicate Database Platform Per Copy # Total
specific Software modules or License Fee Copies License
"full suite")** Fee
--------------------------------------------------------------------------------
XXXX 0 xxxxx Xxxxxx (XXX)* $5,000.00 1 $5,000.00
--------------------------------------------------------------------------------
Financials 6 suite Oracle (LAN)* $5,000.00 1 $5,000.00
--------------------------------------------------------------------------------
Distribution 6 suite Oracle (LAN)* $5,000.00 1 $5,000.00
--------------------------------------------------------------------------------
Manufacturing 6 suite Oracle (LAN)* $5,000.00 1 $5,000.00
--------------------------------------------------------------------------------
TOTAL SOFTWARE LICENSE: $20,000.00
--------------------------------------------------------------------------------
ALLIANCE PROGRAM MEMBERSHIP FEE: $50,000.00
--------------------------------------------------------------------------------
TOTAL FIRST YEAR IMPLEMENTATION PARTNER FEES: $70,000.00
--------------------------------------------------------------------------------
** Please refer to Exhibit C, Software Product Descriptions, for details about
software modules contained in each product description.
* LAN versions are Unlimited Users.
1. ANNUAL RENEWAL FEE
------------------
After the first year of the Term and for each year thereafter that the Agreement
remains in effect, Implementation Partner shall pay PeopleSoft, in advance, an
annual renewal fee. The annual renewal fee is 50% (fifty percent) of the total
software license fee for all software licenses acquired under this Agreement. If
Implementation Partner is extending licenses of previously acquired software in
this Agreement, the total annual software support services fees for said
software will be included in the annual renewal fee. IMPLEMENTATION PARTNERS
THAT ARE ALSO EXISTING PEOPLESOFT CUSTOMERS WILL RECEIVE AN ADDITIONAL 25%
(TWENTY-FIVE PERCENT) PRICE REDUCTION OFF OF EACH YEAR'S NET RENEWAL FEE.
[Example assuming only new Software licensed: Total license fee is $100,000;
Annual Renewal fee is $50,000. Existing customer/Implementation Partner annual
renewal fee is: $37,500.]
2. PAYMENT TERMS
-------------
Within thirty (30) days from the Schedule Effective Date, Implementation Partner
will be invoiced for and agrees to pay the "Total first year fees" specified
above. Payment is due thirty (30) days after the invoice date.
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Unless Implementation Partner provides PeopleSoft with a valid tax exemption or
direct pay certificate, Implementation Partner is responsible for all taxes,
duties and customs fees concerning the Software and/or services, excluding taxes
based on PeopleSoft's income. Overdue payments shall bear interest at the lesser
of twelve percent (12%) per annum or the maximum rate allowed under applicable
law.
ACCEPTED BY: ACCEPTED BY:
INTELLIGROUP, INC. PEOPLESOFT, INC.
/s/ Xxxxxx Xxxxxx /s/ Xxxx XxXxxxx
----------------- ----------------
Authorized Signature Authorized Signature
Xxxxxx Xxxxxx, Director Marketing &
Business Development Xxxx XxXxxxx, Dir. Service Alliances
----------------------------------- ------------------------------------
Printed Name and Title Printed Name and Title
Approved As To
Legal Form
RDJ 7/25/97
----------------------
Initial Date
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Exhibit C
Software Product Descriptions
-----------------------------
PeopleSoft 6 HRMS consists of:
------------------------------
Human Resources
Benefits Administration
Payroll
Payroll Interface
Flexible Spending Accounts
Pension Administration
Time and Labor
PeopleSoft 6 Financials consists of:
------------------------------------
General Ledger
Receivables
Payables
Asset Management
Projects
Budgets
PeopleSoft 6 Distribution consists of:
--------------------------------------
Purchasing
Inventory
Billing
Order Management
Enterprise Planning
PeopleSoft 6 Manufacturing consists of:
---------------------------------------
Manufacturing
Bills and Routing
Cost Management
Production Planning
Production Management
PeopleTools 6
-------------
(restricted development only)
SQLBase single-user database is included with Single User Version
Workstation Access includes: base application access, Workstation SQR,
Crystal, QueryLink, PS/nVision
Unless specifically stated otherwise, all Software is delivered to
Licensee only if and when generally commercially available.
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Exhibit D
Software Support Services Terms and Conditions
----------------------------------------------
Software Support Services Terms and Conditions ("Support Services") are
referenced in and incorporated into the License Agreement between PeopleSoft and
Implementation Partner. Upon reasonable notice, PeopleSoft reserves the right to
modify the terms and conditions of Support Services on an annual basis to
reflect then - current market conditions.
1. COVERAGE
--------
PeopleSoft provides Implementation Partner with Support Services for the
Software in consideration of Implementation Partner's payment of the applicable
fees to PeopleSoft.
2. SOFTWARE MAINTENANCE
--------------------
The following technical and functional improvements will be issued periodically
by PeopleSoft to improve Software operations:
a. Fixes to Errors;
b. Updates; and
c. Enhancements contained within new releases.
3. PRIORlTY LEVEL OF ERRORS
------------------------
PeopleSoft shall reasonably determine the priority level of Error in accordance
with the following protocols:
Priority A:
PeopleSoft promptly initiates the following procedures: (1) assign
PeopleSoft specialist(s) to correct the Error; (2) provide ongoing
communication on the status of the correction(s); and (3) immediately
begin to provide a Workaround or a Fix.
Priority B:
(1) PeopleSoft assigns a PeopleSoft specialist to commence correction of
Error(s) and (2) Provide escalation procedures as reasonably determined by
PeopleSoft support staff. PeopleSoft exercises all commercially reasonable
efforts to include the Fix for the Error in the next Software maintenance
release.
Priority C:
PeopleSoft may include the Fix for the Error in the next major Software
release.
4. TELEPHONE SUPPORT
-----------------
PeopleSoft provides telephone support concerning installation and use of the
Software. Except for designated holidays, standard telephone support hours are
Monday through Friday, 4:00 a.m. to 6:30 p.m., Pacific Standard Time. Telephone
Support is also available 24-hours a day, 7-days a week for in-production
customers who need to resolve critical production problems apart from normal
support hours.
5. CUSTOMER CONNECTION
-------------------
a. The PeopleSoft Customer Connection system is an on-line, self-service
system which features postings by PeopleSoft and PeopleSoft Software
users regarding technical and non-technical topics of interest.
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Implementation Partner may access PeopleSoft Customer Connection via
the Internet. At Implementation Partner's expense, Implementation
Partner is responsible for independently acquiring appropriate
Internet access.
b. All Software maintenance releases and Fixes to the Software may be
delivered to Implementation Partner through PeopleSoft Customer
Connection, or by mail from PeopleSoft upon written request by
Implementation Partner. All information specified in Customer
Connection by PeopleSoft is confidential and proprietary to PeopleSoft
and shall only be used in connection with Implementation Partner's use
of the Software and informational communications with other PeopleSoft
Customer Connection participants. PeopleSoft reserves the right to
modify information posted to PeopleSoft Customer Connection.
PeopleSoft shall have the right to publish and distribute only through
PeopleSoft Customer Connection in all languages and in association
with Implementation Partner's name any material or software programs
provided by Implementation Partner to Customer Connection.
Implementation Partner shall not use PeopleSoft Customer Connection
for advertising or public relations purposes and shall only submit
information to PeopleSoft Customer Connection which is owned by
Implementation Partner or which Implementation Partner has third party
permission to submit to PeopleSoft Customer Connection for use by all
other PeopleSoft Customer Connection users.
c. In the interest of diminishing exposure to software viruses,
PeopleSoft tests and scans for software viruses all information
entered by PeopleSoft prior to submission of information to PeopleSoft
Customer Connection. Implementation Partner shall also use a reliable
virus detection system on any software or information posted to
PeopleSoft Customer Connection, utilize back-up procedures, monitor
access to PeopleSoft Customer Connection, promptly notify PeopleSoft
of any virus detected within Implementation Partner's systems
associated with PeopleSoft Customer Connection and generally exercise
a reasonable degree of caution when utilizing information from
PeopleSoft Customer Connection. PeopleSoft does not warrant that
Customer Connection will operate without interruption or without
errors. PeopleSoft reserves the right to modify or suspend PeopleSoft
Customer Connection service in connection with PeopleSoft's provision
for Support Services.
6. FEES
----
Implementation Partner shall pay PeopleSoft the annual Support Services fee as
set forth in Implementation Partner's license agreement with PeopleSoft. Support
Services are billed on an annual basis, payable in advance. Implementation
Partner shall be responsible for all taxes associated with Support Services,
exclusive of taxes based on PeopleSoft's income. Implementation Partner's
payment shall be due within thirty (30) days of receipt of the PeopleSoft
invoice. Should Implementation Partner elect not to renew Support Services and
subsequently request Support Services, PeopleSoft shall reinstate Support
Services only after Implementation Partner pays PeopleSoft the annual then
current fee plus all cumulative fees that would have been payable had
Implementation Partner not suspended Support Services.
7. TERM AND TERMINATION
--------------------
Support Services shall be provided for one (1) year from the date of the initial
license of the Software. Commencing on the anniversary of the date of the
initial license of the Software, continued Support Services shall be provided
contingent upon Implementation Partner's payment of the annual Software Support
Services Fee. In the event Implementation Partner fails to make payment pursuant
to the section titled "Fees", or in the event Implementation Partner breaches
the Support Services provisions and such breach has not been cured within thirty
(30) days of written receipt of notice of breach, PeopleSoft may suspend or
cancel Support Services.
8. EXCLUSIONS
----------
PeopleSoft shall have no obligation to support:
a. Altered, damaged or substantially modified Software;
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b. Software that is not a current release, or a Previous Sequential
Release;
c. Errors caused by Implementation Partner's negligence, hardware
malfunction, or other causes beyond the reasonable control of
PeopleSoft;
d. Software installed in a hardware or operating environment not
supported by PeopleSoft; and
e. Third party software not licensed through PeopleSoft.
9. GENERAL
-------
All Updates provided to Implementation Partner are subject to the terms and
conditions of the Agreement.
PeopleSoft shall not be liable for any failure or delay in performance of the
Support Services due to causes beyond its reasonable control. Any illegal or
unenforceable provision shall be severed from these Terms and Conditions.
Implementation Partner agrees that any information received pursuant to these
Terms and Conditions shall be deemed subject to the non-disclosure obligations
set forth in the Agreement. The Support Services Terms and Conditions states the
entire agreement of PeopleSoft's provision of Support Services to Implementation
Partner and may only be amended by a written amendment executed by both parties.
10. DEFINITIONS
-----------
Unless otherwise defined herein, capitalized terms used herein shall have the
same meaning as set forth in the Agreement and applicable Schedule.
"Enhancement" means technical or functional additions to the Software to improve
software functionality and/or operations. Enhancements are delivered with new
releases of the Software.
"Error" means a malfunction in the Software which degrades the use of the
Software.
"Fix" means the repair or replacement of source or object or executable code
versions of the Software to remedy an Error.
"Previous Sequential Release" means a release of Software for use in a
particular operating environment which has been replaced by a subsequent release
of the Software in the same operating environment. A Previous Sequential Release
will be supported by PeopleSoft for a period of eighteen (18) months after
release of the subsequent release. Multiple Previous Sequential Releases may be
supported at any given time.
"Priority A" means an Error that: (1) renders the Software inoperative; or (2)
causes the Software to fail catastrophically.
"Priority B" means an Error that affects performance of the Software, but does
not prohibit Implementation Partner's use of the Software.
"Priority C" means an Error that causes only a minor impact of the use of the
Software.
"Update" means all published revisions to the printed documentation and one (1)
copy of the new release of the Software which are not designated by PeopleSoft
as new products for which it charges separately.
"Workaround" means a change in the procedures followed or data supplied to avoid
an Error without significantly impairing performance of the Software.
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Exhibit E
TRAINING AGREEMENT
------------------
This Training Agreement ("Agreement") is made as of July 15, 1997 (the
"Effective Date") between PeopleSoft, Inc. ("PeopleSoft"), a Delaware
corporation having an office at 0000 Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxx
00000 and Intelligroup, Inc. ("Trainee") having a office at 000 Xxxxx Xxx Xxxxx,
Xxxxxx, XX 00000.
The Term of this Agreement commences on the Effective Date and ends upon either
party providing thirty (30) days prior written notice of termination.
The PeopleSoft contact for this Agreement is: Xxxx XxXxxxx
Telephone: (000) 000-0000
The Trainee contact for this Agreement is: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
TERMS AND CONDITIONS
--------------------
1. TRAINING
--------
1.1 Under the terms of this Agreement, Trainee shall be entitled to enroll
participants in PeopleSoft training classes. Training classes include PeopleSoft
University (PSU) classes offered at PeopleSoft's corporate headquarters and
customer classes offered in PeopleSoft regional training centers.
1.2 Trainee shall designate a training administrator ("Administrator") as a
single point of contact for all training related issues. The Administrator is
responsible for obtaining training identification numbers, enrolling students in
classes, class cancellation, schedule changes, obtaining training summaries, and
facilitating Trainee's payment to PeopleSoft.
1.3 The Administrator for Trainee is:
Name: Xxxxx Xxxxxx
Address: Intelligroup, Inc.
000 Xxxxx Xxx Xxxxx
Xxxxxx, XX 00000
Telephone Number: (000) 000-0000
Fax Number: (908) 750- 1880
E-MAIL Address: xxxxx.xxxxxx@xxxxxxxxxxxx.xxx
1.4. Each PeopleSoft training class is assigned a unit value equal to the number
of class days. One training unit equals one day of training for one participant.
Trainee can purchase additional training units for the following standard fees
by issuing a purchase order or other ordering document to PeopleSoft:
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1-99 units $450 per unit
100-299 units $400 per unit
300+ or more units $350 per unit
Except as specifically provided herein, training units are non-refundable and
non-cancelable and expire one year after the date of purchase. Prospective
training unit pricing may be changed upon thirty (30) days prior written notice
to Trainee.
2. FEES AND PAYMENT TERMS
----------------------
2.1 Trainee will be invoiced for the training units which are purchased through
the Administrator or other pertinent Trainee personnel. Payment for invoices is
due with in thirty (30) days following the date of the invoice.
2.2 Unless Trainee provides PeopleSoft with a valid tax exemption or direct pay
certificate, Trainee is responsible for all taxes, excluding taxes based on
PeopleSoft's income. Overdue payments shall bear interest at the lesser of
twelve percent (12%) per annum or the maximum rate allowed under applicable law.
3. CANCELLATION
------------
3.1 In the event that the PeopleSoft training class is canceled by PeopleSoft,
Trainee shall have ten (10) days to select only one of the two options:
a) Attend the same training class at a later date as agreed to in writing
by Trainee and PeopleSoft, pursuant to the terms of this Agreement; or
b) Receive a refund of all fees paid for the training class.
3.2 In the event that the Trainee cancels enrollment at least ten (10) business
days prior to the scheduled start date of the PeopleSoft training class, Trainee
shall only have the option of either:
a) Attending the same training class at a later date as agreed to in
writing by Trainee and PeopleSoft, under the terms of this Agreement; or
b) Receiving a refund of all fees pre-paid for the training class.
3.3 In the event that the Trainee cancels enrollment in less then ten (10)
business days prior to the scheduled start date of the PeopleSoft training
class, Trainee will be responsible for payment for the training class.
4. NOTICES
-------
All contractual notices shall be in writing and sent by registered mail,
overnight mail, courier, or transmitted by facsimile (if confirmed by such
mailing), to the addresses indicated on the first page of this Agreement, or
such other address as either party may indicate by at least ten (10) days prior
written notice to the other party. Notices to PeopleSoft shall be sent to the
attention of PeopleSoft Legal with a copy to Trainee's assigned alliance
manager.
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5. NONDISCLOSURE OBLIGATION
------------------------
The terms, conditions, pricing and all other information under this Agreement is
confidential and shall not be disclosed, orally or in writing by Trainee to any
third party without the prior written consent of PeopleSoft. The information
presented in relation to the training classes, including, but not limited to
training data, class schedules, class handouts, sample reports, and screen
prints is proprietary and shall not be disclosed, orally or in writing by
Trainee to any third party.
6. REPRESENTATIONS AND DISCLAIMERS
-------------------------------
Both parties represent that they have the right to enter into this Agreement. No
warranty, express or implied, is provided to Trainee concerning the training
contemplated by this Agreement. PEOPLESOFT DISCLAIMS ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR TRAINEE'S
VIOLATIONS OF PEOPLESOFT'S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY WILL BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES,
INCLUDING BUT NOT LIMITED TO LOST DATA OR LOST PROFITS, HOWEVER ARISING, EVEN IF
IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PEOPLESOFT'S LIABILITY
FOR DAMAGES UNDER THIS AGREEMENT (WHETHER IN CONTRACT OR TORT) SHALL IN NO EVENT
EXCEED THE AMOUNT PAID BY IMPLEMENTATION PARTNER TO PEOPLESOFT FOR THE SERVICES
FROM WHICH THE CLAIM AROSE. THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY
RISK SET FORTH IN THIS SECTION.
7. GENERAL
-------
This Agreement is made in and shall be governed by the laws of the State of
California, excluding choice of law principles. Venue shall be in San Francisco,
California. The section headings herein are provided for convenience only and
have no substantive effect on the construction of this Agreement. No purchase
order or other ordering document that purports to modify or supplement the
printed text of this Agreement or any Schedule shall add to or vary the terms of
this Agreement. All such proposed variations or additions (whether submitted by
PeopleSoft or Trainee) are objected to and deemed material unless agreed to in
writing. Except for Trainee's obligation to pay PeopleSoft, neither party shall
be liable for any failure to perform due to causes beyond its reasonable
control. If any provision of this Agreement is held to be unenforceable, this
Agreement shall be construed without such provision. The failure by a party to
exercise any right hereunder shall not operate as a waiver of such party's right
to exercise such right or any other right in the future. This Agreement may be
amended only by a written document executed by a duly authorized representative
of each of the parties. This Agreement may be executed in counterparts. To
expedite order processing, fax transmitted copies are considered documents
equivalent to original documents, however Trainee agrees to provide PeopleSoft
with one fully executed original Agreement and applicable Schedule(s). Sections
1.4, 2, 4, 5, 6, and 7 shall survive the termination of this agreement.
This Agreement constitutes the entire agreement between the parties concerning
PeopleSoft's training class(es).
ACCEPTED BY: ACCEPTED BY:
INTELLIGROUP, INC. PEOPLESOFT, INC.
/s/ Xxxxxx Xxxxxx /s/ Xxxx XxXxxxx
----------------- ----------------
Authorized Signature Authorized Signature
Xxxxxx Xxxxxx, Director Marketing &
Business Development Xxxx XxXxxxx, Dir. Service Alliances
----------------------------------- ------------------------------------
Printed Name and Title Printed Name and Title
Approved As To
Legal Form
RDJ 7/25/97
----------------------
Initial Date
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