Exhibit 10.05(r)
CONSULTING FIRM SOFTWARE X.X. Xxxxxxx World Solutions Company
LICENSE AGREEMENT 0000 Xxxx Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Consulting Firm The Hunter Group
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Address 000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000
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Xxxxxxxxx, XX 00000
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This Software License Agreement ("Agreement") is made by and between X.X.
Xxxxxxx World Solutions Company, a Colorado Corporation, ("X.X. Xxxxxxx"),
and Consulting Firm, a ______________ / / corporation / / _______________, in
consideration of the mutual promises and subject to the terms and conditions
set forth herein.
WHEREAS, X.X. Xxxxxxx is in the business of licensing, servicing and
supporting computer software systems, which are licensed from and developed
by X.X. Xxxxxxx World Source ("X.X. Xxxxxxx Source"), and
WHEREAS, during the course of its business, Consulting Firm has occasion to
evaluate, design and install computer software systems to meet the
requirements of its clients and prospective clients, and
WHEREAS, during the course of its business Consulting Firm has occasion
require the use of the X.X. Xxxxxxx' Products, in order to carry out the
Consulting Service Provider Agreement ("CSP Agreement"), and
WHEREAS, X.X. Xxxxxxx is willing to permit Consulting Firm, * on the terms and
conditions set forth below, to license X.X. Xxxxxxx' software.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and obligations set forth below, that X.X. Xxxxxxx licenses to
Consulting Firm and Consulting Firm accepts on the Terms and Conditions
attached the license of the software listed on the Schedule 1.
THIS AGREEMENT, INCLUDING THE ATTACHMENTS AND AMENDMENTS, IF ANY, WHICH ARE A
PART HEREOF, IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN
THE PARTIES, WHICH SUPERSEDES ALL PRIOR OR CONCURRENT PROPOSALS AND
UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS
BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER. THIS AGREEMENT SHALL
NOT BE EFFECTIVE UNTIL EXECUTED BY CONSULTING FIRM AND ACCEPTED BY AN
AUTHORIZED REPRESENTATIVE OF X.X. XXXXXXX.
Accepted by X.X. Xxxxxxx World Solutions Company and effective as of 24 July,
1997.
X.X. XXXXXXX WORLD SOLUTIONS COMPANY
By: /s/ Xxxxxxx X. Xxxx, Xx.
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(Authorized Signature)
Xxxxxxx X. Xxxx, Xx.
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(Print or Type Name)
Vice President, General Counsel
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(Title)
By execution, signer certifies that signer is authorized to execute this
Agreement on behalf of Consulting Firm.
CONSULTING FIRM
By /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
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(Print or Type Name)
Senior Vice President
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(Title)
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* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
Page 1
Exhibit 10.05(r)
SOFTWARE LICENSE AGREEMENT
Terms and Conditions
1. LICENSE GRANT.
(A) X.X. Xxxxxxx grants to Consulting Firm, and Consulting Firm accepts,
on the terms and conditions set forth below and for the term hereof, the
limited, non-transferable, nonexclusive, royalty-free right to use and
receive support for X.X. Xxxxxxx' computer software systems listed in
Schedule 1 ("Licensed Products") * . The list of Licensed Products may be
changed only by modifying Schedule 1 with the written agreement of both
parties.
(B) The Licensed Products are to be used by Consulting Firm on a single
serial-numbered computer processing unit only for the purposes set forth
herein or in the CSP Agreement. The Licensed Products are not to be copied or
used by Consulting Firm or used by others without X.X. Xxxxxxx' written
permission except for Consulting Firm's evaluation, demonstration, internal
training, backup, archival, and disaster recovery purposes and other purposes
expressly allowed by this Agreement. The Licensed Products may be used only
by Consulting Firm and entities under common control and ownership with
Consulting Firm but not for business processing for its own account or for
any commercial timesharing or service bureau or other rental or sharing
arrangements.
(C) The Licensed Products may be used only in the country in which they
are first installed and may only be moved to another country with X.X.
Xxxxxxx' prior written permission. The Licensed Products shall be installed
and used on the computer equipment and at the Facility Location designated
on the Schedule 1. It is understood that Consulting Firm may change the
equipment model at any time with prior written notice to X.X. Xxxxxxx.
Further, Consulting Firm may change the Facility Location at any time to
another location in the same country provided it gives X.X. Xxxxxxx prior
written notice of such change. Consulting Firm may also temporarily change
the equipment or the Facility Location to another location in the same
country in the event the identified equipment at the Facility Location is
inoperable for any reason.
(D) X.X. Xxxxxxx grants a site license limited to the Facility Location
for access to the Licensed Products on personal computers. Consulting Firm
may use the Licensed Products in a networking environment or on a remote
access basis provided that such use shall be limited to the transmission of
test data input and output in connection with the providing of consulting or
training services for Consulting Firm's customers, or for the training of
Consulting Firm's personnel as permitted by this Agreement. The Licensed
Products source code shall be kept at the designated Facility Location and no
other site of Consulting Firm shall be permitted access to the source code
except as expressly permitted by X.X. Xxxxxxx.
(E) X.X. Xxxxxxx grants to Consulting Firm and Consulting Firm accepts a
license to perform only the Consulting Firm's duties under the CSP Agreement.
(F) Consulting Firm shall disclose the Licensed Products only to
Prospects who have entered into a License for X.X. Xxxxxxx' Products or who
have otherwise entered an agreement of confidentiality acceptable to X.X.
Xxxxxxx.
(G) Consulting Firm has the right to modify the Licensed Products to the
extent provided in the CSP Agreement and without the further consent of X.X.
Xxxxxxx; however, *
(H) *
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* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
Page 2
2. DISCLAIMER OF WARRANTY.
*
3. SUPPORT.
*
4. PROPRIETARY RIGHTS
*
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* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
Page 3
5. FURTHER UNDERSTANDING
(A) In consideration of Consulting Firm's access to X.X. Xxxxxxx'
Licensed Products, Consulting Firm shall not, through its office, practices,
or employees working on the Licensed Products or under the Agreement and
during the term of this Agreement take or fail to take any action, or allow
any action to occur, or fail to prevent any action from occurring, which
would in any way reduce X.X. Xxxxxxx Source's right, title, and interest in
the Licensed Products.
(B) The parties further agree that this Agreement shall not be construed
in any way which shall reduce X.X. Xxxxxxx Source's right, title, and
interest in the Licensed Products.
*
(D) Nothing in this Agreement shall limit or restrict either party from
entering into or continuing any agreement or arrangement with any other
party, whether similar to this Agreement in nature or scope, provided that
X.X. Xxxxxxx' Proprietary Rights of Section 4(A) hereof are not violated.
(E) Consulting Firm shall remain free to sell and perform its services to
any client or prospective client without restriction so long as the terms of
this Agreement are not otherwise breached, provided that X.X. Xxxxxxx'
Proprietary Rights of Section 4(A) hereof are not violated.
(F) *
(G) Consulting Firm acknowledges that often similar requirements of
different clients or circumstances may result in similar solutions being
developed independently by two or more sources; therefore the mere similarity
between X.X. Xxxxxxx' software and any Consulting Firm-designed software does
not raise a presumption of infringement by X.X. Xxxxxxx.
6. TERM AND TERMINATION
(A) This Agreement shall terminate upon termination of the CSP Agreement.
(B) In the event that either party commits a material breach of this
Agreement and (if such breach is capable of cure) fails to cure such breach
within thirty (30) days following notice thereof from the other party, the
non-breaching party shall have the right (in addition to all other rights and
remedies at law or in equity) to terminate this Agreement without further
notice.
*
7. *
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* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
Page 4
*
8. ARBITRATION
*
9. LIMITED LIABILITY
*
10. GENERAL
(A) The waiver of one breach hereunder shall not constitute the waiver of
any other or subsequent breach.
(B) All notices shall be in writing and sent by certified mail, postage
prepaid, return receipt requested to the address written above or such other
address as notified to the other party and such notice shall be deemed to be
made on the fifth day after such mailing.
(C) No amendments, modifications or supplements to this Agreement shall
be binding unless in writing and signed by both parties.
(D) No action, regardless of form arising out of this Agreement may be
brought by either party more than * after the cause of arbitration or action
arose.
(E) Each party is not the agent of the other party but is an independent
contractor while performing its duties hereunder. Neither party is granted
any right or authority to assume or to create any obligation or
responsibility, express or implied, on behalf of or in the name of the other
party or to bind the other party in any manner or thing whatsoever.
(F) If any provision of this Agreement is held to be unenforceable, such
decision shall not affect the validity or enforceability of the remaining
provisions.
(H) This Agreement may be executed in two or more identical copies, each
of which shall be an original.
(I) All monetary amounts are in United States dollars, payable in ready
funds through a United States bank.
(J) In the event Consulting Firm issues a purchase order or other
instrument covering the subject matter of this Agreement, it is understood
and agreed that such purchase order is for Consulting Firm's internal use and
shall not affect this Agreement.
(K) Each of the parties shall be responsible for all of its own costs and
expenses associated with its performance of this Agreement, including without
limitation its employees' travel and other expenses.
(L) Neither this Agreement nor the performance by the parties hereunder
shall constitute or be deemed to be an endorsement or recommendation of the
products or services of either party. Neither party shall make any press
release or other public disclosure of this Agreement or the terms hereof
without the express written consent of the other.
(M) Consulting Firm shall not, in whole or in part, assign, sublicense,
or otherwise transfer this Agreement, the Licensed Products, Licensed
Products documentation, any copy of the foregoing, or any right granted
hereunder.
(N) All terms of this Agreement that by their nature may survive this
Agreement shall survive this Agreement.
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* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
Page 5
CONSULTING FIRM SOFTWARE LICENSE AGREEMENT
SCHEDULE 1 - SOFTWARE APPLICATIONS
XXXX BOX IF SCHEDULE NOT APPLICABLE (CONSULTING FIRM IS NOT LICENSED FOR
ANY X.X. XXXXXXX SOFTWARE)
SOFTWARE SUITES PREREQUISITES
/ / 1 Foundation(2)
/ / 2 Financial 1
/ / 3 Logistics/Distribution 1,2
/ / 4 Manufacturing 1,2,3
/ / _ __________________________ ___________
/ / _ __________________________ ___________
/ / _ __________________________ ___________
Install Locations (one or more installations) Designated Processor(9) Licensed Users
Model/Feature/Serial Number for CPU
1. Atlanta details to be provided when available *
____________________________________________ ________________________________________ ____________________
2. ____________________________________________ ________________________________________ ____________________
3. ____________________________________________ ________________________________________ ____________________
4. ____________________________________________ ________________________________________ ____________________
Total
____________________
Footnotes
(1) THE LICENSED PRODUCTS ARE SUBJECT TO THE MINIMUM TECHNICAL REQUIREMENTS
PROVIDED BY X.X. XXXXXXX TO CONSULTING FIRM FOR THE DATABASE SERVER,
SOFTWARE DEPLOYMENT/SOFTWARE DISTRIBUTION SERVER, AND CLIENT PORTIONS OF
THE LICENSED PRODUCTS WHICH MUST BE INDEPENDENTLY ACQUIRED AND PROVIDED BY
CONSULTING FIRM. THESE ARE MINIMUM TECHNICAL REQUIREMENTS ONLY AND MAY
NOT RESULT IN THE ATTAINMENT OF SOME OR ALL OF THE PERFORMANCE OBJECTIVES
OF CONSULTING FIRM. THE TYPE OF NETWORK, THE AMOUNT OF TOTAL NETWORK
TRAFFIC, AND THE TYPE AND PATTERN OF USAGE OF THE LICENSED PRODUCTS OR
OTHER SOFTWARE ON THE NETWORK WILL ALSO IMPACT THE PERFORMANCE OF THE
LICENSED PRODUCTS INSTALLED ON SUCH NETWORK.
(2) *
(3) For each Software Suite selected, each listed prerequisite Software Suite
must also be selected. Because Software Suites contain Software
Applications that are prerequisites for other Software Applications in
that or other Software Suites, Consulting Firm should install each
licensed Software Suite in its entirety. *
(4) The Licensed Products include the selected Software Suites, the media in
which the Software Suites are delivered, and the associated documentation.
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* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
Page 6
CONSULTING FIRM SOFTWARE LICENSE AGREEMENT
Footnotes (Cont'd)
(5) The source code for products licensed from third parties and included in
the OneWorld Software Suites may not be released by X.X. Xxxxxxx but is
placed in escrow by the third party vendor. If a Release Condition in the
Escrow Provision is invoked with respect to the third party vendor, the
source code will be released to X.X. Xxxxxxx. The X.X. Xxxxxxx ISO 9001
registration does not include products licensed from third parties.
(6) USER TYPE: Consulting Firm will be allocated * concurrent users per each
Designated Processor. The user types offered to X.X. Xxxxxxx' Customers are
as follows: Option 1: A "Concurrent User" shall be defined as a individual
with an assigned "user id" which executes an application contained in a
Licensed Product either through a menu selection, fast path, or hidden
selection. A User will be counted as a Concurrent User until the User signs
off the system, refreshes the library list, or enters Hidden Selection 30
(AS/400). Multiple concurrent sessions on the same Designated Processor
utilizing the same "user id" initiated from the same workstation shall be
counted as one Concurrent User. However, sessions initiated by one "user id"
on more than one workstation, or by more than one "user id" on the same
workstation, shall be counted as multiple Concurrent Users. The total number
of Concurrent Users simultaneously using the Licensed Products at any time
may not exceed the Concurrent Licensed Users. Option 2: A "Named User" is a
User to whom a "user id" has been assigned on the Designated Processor(s)
allowing him/her to access the Licensed Products. A Named User is counted as
a User regardless of whether he/she is accessing the Licensed Products at any
given time. The total number of Named Users authorized to use the Licensed
Products at any time may not exceed the Named Licensed Users. Option 3: An
"Internet User" is a User accessing the Licensed Products via the Internet or
Customer's Intranet for inquiry/information purposes only. An Internet User
is counted as a User regardless of whether he/she is accessing the Licensed
Products at any given time. The total number of Internet Users authorized to
use the Licensed Products at any time may not exceed the Internet Licensed
Users. A "Licensed User" is a User for which a License Fee has been paid.
*
(7) LICENSE OF ADDITIONAL SOFTWARE AND ADDITIONAL USERS: If Consulting Firm
wishes to license additional Users, Consulting Firm shall license those
additional Users in Blocks of *
(8)*
(9) IDENTIFICATION OF DESIGNATED PROCESSOR(S): Consulting Firm must identify
each Designated Processor on which the Licensed Products are installed,
including any deployment servers, and the number of Users (Concurrent or
Named).
(10)*
(11) SOFTWARE PROTECTION PROCEDURES: THE LICENSED PRODUCTS CONTAIN PROCEDURES
WHICH PREVENT THE LICENSED PRODUCTS FROM BEING DEPLOYED FROM THE SERVER TO A
TOTAL OF CLIENT PC PLATFORMS GREATER THAN AN AMOUNT SPECIFIED AT THE TIME THE
SOFTWARE PROTECTION CODE IS ISSUED. FOR THOSE CONSULTING FIRMS LICENSING
UNDER THE NAMED USER OPTION, SUCH AMOUNT SHALL NOT EXCEED THE TOTAL NUMBER OF
LICENSED USERS. FOR THOSE CONSULTING FIRMS LICENSING UNDER THE CONCURRENT
USER OPTION, SUCH AMOUNT SHALL NOT EXCEED THE TOTAL NUMBER OF LICENSED USERS
DIVIDED BY * (EXAMPLE: CONSULTING FIRMS WITH * CONCURRENT LICENSED USERS
WILL BE ABLE TO DEPLOY UP TO * CLIENT PC PLATFORMS UNDER THIS AGREEMENT)
SUBJECT TO THE RESTRICTIONS OF NOTE 6 ABOVE. INTERNET USERS ARE NOT DEPLOYED
AND ARE NOT SUBJECT TO THESE DEPLOYMENT LIMITATIONS.
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* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
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