EXHIBIT 10.13
LICENSE AGREEMENT
Agreement Number: ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇
Restatement and Modification #001
Dated
February 16, 2000
between
International Business Machines Corporation
Santa ▇▇▇▇▇▇ Laboratory
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
and
ShowCase Corporation
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
IBM CONFIDENTIAL
LICENSE AGREEMENT
This Agreement dated as of February 16, 2000 ("Effective Date") is between
ShowCase Corporation ("SHOWCASE") with an address at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, and International Business Machines
Corporation ("IBM") with an address at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.
Under this agreement, SHOWCASE will port IBM's Relational Storage Interface
(RSI) to the OS/400 platform and integrate it with the SHOWCASE Essbase/400
calculation engine to provide a relational database store, and will integrate it
with the Essbase/400 multidimensional store and certain software developed by
SHOWCASE, and will license the result to IBM.
By signing below, the parties agree to the terms of this Agreement. The complete
Agreement between the parties regarding this transaction consists of this
License Agreement and the following Attachments:
1. "Description of Licensed Work Number 001";
2. "Description of Licensed Work Number 002";
3. "Schedule";
4. "Acceptance Criteria";
5. "Testing, Maintenance and Support";
6. "Royalties";
7. "Certificate of Originality";
8. "Source Code Custody Agreement"; and
9. "Description of Escrowed Work."
Agreements which are related to this Agreement are:
10. "Agreement for the Exchange of Confidential Information Number
M96-2547," as supplemented and
11. "Outbound License Agreement Number STL98095."
This Agreement replaces all prior oral or written communications between the
parties relating to the subject matter. This Restatement and Modification Number
001 replaces and supersedes the previous Agreement Number STL97307 which was
signed on January 6, 1999. Once signed, any reproduction of this Agreement made
by reliable means (for example, photocopy or facsimile) is considered an
original, unless prohibited by local law.
ACCEPTED AND AGREED TO: ACCEPTED AND AGREED TO:
INTERNATIONAL BUSINESS SHOWCASE CORPORATION
MACHINES CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇▇
----------------------------- -------------------------------
Authorized Signature Authorized Signature
Print name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Print name: ▇▇▇ ▇▇▇▇▇
--------------------- -----------------------
Date: 2/18/00 Date: 2/24/00
--------------------------- -----------------------------
1.0 DEFINITIONS
Capitalized terms in the Agreement have the following meanings.
1.01 Code is a computer programming code, including both Object Code and Source
Code.
a. Object Code is Code substantially in binary form, and includes
header files of the type necessary for use or inter operation with
other computer programs. It is directly executable by a computer after
processing or linking, but without compilation or assembly. Object Code
is all Code other than Source Code.
b. Source Code is Code in a form which when printed out or displayed is
readable and understandable by a programmer of ordinary skills. It
includes related source code level system documentation, comments and
procedural code. Source Code does not include Object Code.
1.02 Deliverable is any item that SHOWCASE provides under this Agreement.
1.03 Derivative Work is a work that is based on an underlying work and that
would be a copyright infringement if prepared without the authorization of the
copyright owners of the underlying work. Derivative Works are subject to the
ownership rights and licenses of a party or of others in the underlying work.
1.04 Distributors are those authorized or licensed by IBM, IBM Subsidiaries or
IBM Distributors to license or distribute Products.
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
1.05 Enhancements are changes or additions other than Error Corrections, to the
Licensed Work.
a. Basic Enhancements are all Enhancements, other than Major
Enhancements, including those that support new releases of operating
systems and devices.
b. Major Enhancements provide substantial additional value and are
offered to customers for an additional charge.
1.06 Error Corrections are revisions that correct errors and deficiencies
(collectively referred to as "errors") in the Licensed Work.
1.07 Externals are (1) any pictorial, graphic, and audiovisual works (such as
icons, screens, sounds, and characters) generated by execution of Code, and (2)
any programming interfaces, languages or protocols implemented in Code to enable
interaction with other computer programs or the end user. Externals do not
include the Code that implements them.
1.08 Licensed Work is (1) any material described in or that conforms to the
description in the Attachments entitled "Description of Licensed Work," or that
is delivered to IBM as the Licensed Work, including (but not limited to) Code,
associated documentation, and Externals, and (2) Error Corrections and
Enhancements to be provided to IBM pursuant to this Agreement.
1.09 Product is an offering to customers or other users, whether or not branded
by IBM or its Subsidiaries, that includes all or any portion of the Licensed
Work.
a. OLAP Product is the DB2 OLAP Server for AS/400 including its
component offerings that includes the Licensed Work described in the
Attachment entitled "Description of Licensed Work #001" or a Derivative
Work of such Licensed Work.
b. StarterKit Product is the OLAP Starter-kit for AS/400 that includes
the Licensed Work described in the Attachment entitled "Description of
Licensed Work #002" or a Derivative Work of such Licensed Work.
1.010 Moral Rights are personal rights associated with authorship of a work
under applicable law. They include the rights to approve modifications and to
require authorship identification.
1.011 SHOWCASE Tag-Line is the following statement for inclusion by IBM on a
Product start-up splash screen and marketing deliverables as appropriate:
"Developed by ShowCase Corporation."
1.012 Subsidiary is an entity during the time that more than 50% of its voting
stock is owned or controlled, directly or indirectly, by another entity. If
there is not voting stock, a Subsidiary is an entity during the time that more
than 50% of its decision-making power is controlled, directly or indirectly, by
another entity.
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
1.013 Tools include devices, compilers, programming, documentation, media and
other items required for the development, maintenance or implementation of a
Deliverable that are not commercially available.
2.0 RESPONSIBILITIES OF SHOWCASE
2.01 SHOWCASE will port IBM's Relational Storage Interface (RSI), provided to
SHOWCASE pursuant to Outbound License Agreement Number STL98095, to the OS/400
platform and integrate it with the SHOWCASE Essbase/400 calculation engine and
multidimensional database store and certain software as identified in DLW # 001
and DLW # 002. The resulting integrated combination by SHOWCASE will become
Licensed Works (LW) which SHOWCASE licenses to IBM under this Agreement and as
specified in DLW # 001 and DLW # 002. SHOWCASE will continue to ensure the
compatibility of the Licensed Works with the latest versions of OS/400 operating
system that are made available including the standards and implementation of
installation, maintenance, License Use Management (▇▇▇) and service fix packs
for IBM program products on OS/400 and the current version of Essbase by making
all needed modifications or Enhancements to the Licensed Work.
2.02 SHOWCASE will provide the following Deliverables to IBM according to the
schedule in the Attachment entitled "Schedule" and in accordance with the
Attachment entitled "Acceptance Criteria":
a. one complete set of each of the Licensed Works described in the
Attachments entitled "Description of Licensed Work." The Licensed Works
include Object Code deposited on CD-ROM delivered to IBM as the final
product build ready for IBM to distribute to Customers.
i. SHOWCASE will include in each of the Licensed Works the
following in the form provided by IBM:
l.) Code
a.) on a splash screen at install and at the start of
each use of the Product:
- IBM Product name
- IBM copyright statement
- IBM logo
- DB2 OLAP Server graphic
b.) Help Pull Down Screen - IBM copyright statement
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
2.) All publications (softcopy)
a.) Cover Sheet
- IBM Product name
- IBM logo
- DB2 OLAP Server graphic
b.) Copyright Notice page - IBM copyright statement.
b. Tools for the Licensed Works as identified in the form specified in
the Attachment entitled "Tools and Commercially Available Materials."
c. any updates to the list identifying any commercially available
devices, compilers, programming, documentation, media and other items
required for the development, maintenance or implementation of a
Deliverable. The commercially available items are identified in the
form specified in the Attachment entitled "Tools and Commercially
Available Materials."
d. completed certificate of originality with the Licensed Work, and
with each Enhancement to the Licensed Work, in the form specified in
the Attachment entitled "Certificate of Originality." IBM acknowledges
that it has received from Arbor Software now known as Hyperion
Solutions Corporation (hereinafter "Hyperion"), an appropriate
Certificate of Originality for the Essbase Software owned by Hyperion,
which is ported to the AS/400 by SHOWCASE and included in the OLAP
Product and the StarterKit Product. IBM may suspend payments to
SHOWCASE for the Licensed Work if SHOWCASE does not provide a properly
completed certificate. Payment will resume after IBM receives and
accepts the certificate.
e. one complete set of publications in Frame source format of the
SHOWCASE administration and install manuals. SHOWCASE will update these
publications to include necessary information on operational tasks and
AS/400 tuning related to the Relational Storage Manager (RSM).
2.03 For the term of this Agreement, SHOWCASE will provide to IBM testing,
maintenance and support for the Licensed Works, as described in this Agreement,
including the Attachment entitled "Testing, Maintenance and Support." After IBM
receives the initial contact from the customer (Level 0) and provides Level 1
maintenance and support, SHOWCASE will provide Level 2 and Level 3 maintenance
and support. In order to facilitate SHOWCASE in performing its Level 2 and Level
3 maintenance and support obligations under DLWs 001 and 002, SHOWCASE will
transfer initial relevant SHOWCASE problem records and ongoing relevant PMR and
APAR information between (to and from) the IBM RETAIN system and SHOWCASE's
existing maintenance support system known as VANTIVE. IBM will share in
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
the expense of these transfer activities as specified in Section 5.02 of this
Agreement. SHOWCASE will use it's best judgment in determining which information
is relevant with the intent being to make available to IBM's Level 1 that
technical information which will increase IBM's Level 1 effectiveness in problem
resolution. IBM will review these records and notify SHOWCASE if, in IBM's
judgment, they are insufficient.
2.04 SHOWCASE will provide to IBM, at no charge, Enhancements and Error
Corrections for the Licensed Works beginning when IBM accepts the Licensed Works
including corrections for any problems found during any beta tests. Beta test
Object Code for Enhancements will be made available to IBM no later than the
earliest date on which SHOWCASE provides such beta test Object Code to any other
entity. SHOWCASE will provide IBM a golden master for Enhancements on the same
day on which SHOWCASE delivers a golden master for manufacturing of the SHOWCASE
logo'd version of the Licensed Work.
2.05 SHOWCASE will implement the License Use Management (▇▇▇) support in a
tactical and strategic fashion for the OLAP Product.
a. The tactical implementation includes the implementation of code from
the DB2 OLAP code base for ▇▇▇ support in the OLAP Product licensed to
IBM. This code will support the IBM trusted user concept for IBM
Licensed Program Products -- the code will ask the customer for
products / users installed and the output will generate the
Hyperion/SHOWCASE key needed to operate the code in question. The
generated keys will activate the following features and options:
i. If the Customer indicates DB2 OLAP Server for AS/400 then the
key will implement the install of Essbase MDSM, RSM, and/or
other base Essbase options;
ii. If the Customer indicates DB2 OLAP Server Builder then the key
will implement the install of Builder;
iii. If the Customer indicates DB2 OLAP Server Partitioning then
the key will implement the install of Essbase partitioning;
iv. If the Customer indicates ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ then the key
will implement the install of (1) Currency Conversion, (2) SQL
Drill Through, (3) Spreadsheet Toolkit, (4) Application
Programming Interface (API), and (5) SQL Interface (or SQL
Access in ShowCase Strategy);
v. When the Customer indicates Number of Users then the key will
implement the number of users the customer has indicated and
will automatically enable to an unlimited number of
processors.
b. The strategic implementation of ▇▇▇ support is to implement the
SLM/400 security features of OS/400 with specifications as documented
in the IBM publication,
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
"AS/400 License Management Guideline Document for Software Vendors,
Version 1.2." This SLM publication was provided by IBM to SHOWCASE
during the week ended November 13, 1998. This should be implemented no
later than nine (9) months following the implementation of ▇▇▇ support
by Hyperion on each major release of the products. There may be
additional requirements for ▇▇▇ support coming from SLM/400 covering
User management. This would be implemented as the support is available;
but such additional requirements will be assessed by both parties and
jointly agreed upon, including any appropriate funding.
2.06 SHOWCASE will provide electronic licensing as follows: The "Click to Agree"
(License Acceptance Process tool) will be integrated in the Licensed Works
starting with the DLW #001 V2.0 and the DLW #002 V2.0 general availability;
providing that IBM provides the underlying code and all of the license documents
to be included (in various languages as available as specified in Section 3.10).
2.07 SHOWCASE will provide, at no charge, up to (*) "Instructor days" ((*) world
wide, staffed by (*) SHOWCASE instructors.) of education to the IBM sales team
and IBM partners concerning the Licensed Works , on mutually agreed upon dates,
but no later than thirty (30) days prior to the date on which IBM plans to make
a Product generally available to customers. SHOWCASE has provided thirty (30) of
the "Instructor days" prior to execution of this Restatement and Modification
#001. Relevant points concerning these sessions are as follows:
a. The education includes topics such as feature/function/benefit
education, competitive positioning, demonstration training, and
in-depth sales support and technical training.
b. Multiple IBM students may attend the classes (Up to 25 students per
class).
c. Following such sessions SHOWCASE will provide education updates to
IBM in Rochester, Minnesota on new releases at such time as SHOWCASE
makes them available to any others. SHOWCASE will provide, at no charge
one (1) full day of introductory and advanced LWs sales training, for
up to twenty-five (25) IBM employees at IBM's Santa ▇▇▇▇▇▇ Laboratory,
San Jose, CA on mutually agreed to dates, but no later than thirty days
prior to the date on which IBM plans to make a Product generally
available to customers. If the parties mutually agree to an alternate
site, travel expenses will be handled in accordance with 2.07 e. below.
d. Further formal education will be provided as jointly agreed.
e. For classes not held in Rochester, Minnesota, IBM will reimburse
SHOWCASE for the instructors' reasonable travel and living expenses for
the desired classes. Charge and payment information will be provided by
the group requesting the sessions.
i. Travel Expense Guidelines: IBM will reimburse SHOWCASE for the
following travel expenses only, provided they are incurred in
the performance of this
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
Agreement and with IBM's prior written approval: (i) tolls,
parking fees, taxis, buses or auto rentals fees for autos
rented from a IBM designated rental company; (ii) personal
automobile use under the applicable automobile allowance plan,
excluding normal commutation; (iii) air transportation at the
economy, tourist or coach class rate for the most direct route
of a scheduled airline; (iv) reasonable lodging charges
commensurate with the average rates charged for the immediate
area where classes are held, not to exceed the rate per day
provided by the requesting group; (v) reasonable and actual
meal expenses not to exceed the rate per day provided by the
requesting group; (vi) necessary business calls made on IBM's
behalf; (vii) reasonable tipping; (viii) reasonable valet and
laundry charges if a trip extends beyond four (4) days.
SHOWCASE must submit an invoice listing all travel expenses,
such invoice to be accompanied by receipts for lodging,
airline travel, rental cars or any other reimbursable
expenditures. IBM will not reimburse SHOWCASE for personal
expenses
f. IBM reserves the right to develop its own education offerings.
2.08 SHOWCASE will:
a. participate in a reasonable number of progress reviews, as requested
by IBM, to demonstrate SHOWCASE's performance of SHOWCASE's
obligations;
b. perform a beta test and provide IBM the results of and customer
testimonials from the SHOWCASE beta program. IBM will work with
SHOWCASE to jointly identify customers for the beta program. The intent
of such beta program is to get customer testimonials for IBM as to the
merits of the Licensed Work. This should be an extension of the
existing ShowCase beta programs and should not constitute an additional
program. IBM will provide formats for the customer testimonials and
work directly with the customers involved with the testimonials.
c. implement a process designed to help prevent any such contamination
by Harmful Code. SHOWCASE will promptly provide IBM notice if SHOWCASE
suspects any contamination ;
d. have agreements with SHOWCASE's personnel and third parties to
perform obligations and to grant or assign rights to IBM as required by
this Agreement. On request, SHOWCASE will provide IBM with evidence of
these agreements;
e. acknowledge that IBM's exercise of rights and licenses hereunder
shall not violate any Moral Rights of SHOWCASE, and SHOWCASE will agree
not to assert any Moral Rights SHOWCASE has or may have in the Licensed
Work against IBM in its exercise of rights and licenses hereunder;
f. obtain all necessary consents of individuals or entities required
for the use of names, likeness, voices, and the like in the Licensed
Work;
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
g. maintain records to verify authorship of the Licensed Work for 4
years after the termination or expiration of this Agreement. On
request, SHOWCASE will deliver or otherwise make available this
information in a form specified by IBM;
h. not assign or transfer this Agreement or SHOWCASE's rights under it,
or delegate or subcontract SHOWCASE's obligations, without IBM's prior
written consent, such consent will not be unreasonably withheld. Any
attempt to do so without such written consent is void;
i. not provide any information or the fact that SHOWCASE has licensed
the Licensed Work to IBM, to the media, or issue any press releases or
other publicity, regarding this Agreement or the parties' relationship
under it, without IBM's prior written consent (excluded from this
restriction is that information which is now or hereafter becomes
generally known or available through no act or failure to act on the
part of SHOWCASE); and
j. not disclose to a third party the terms of this Agreement without
IBM's prior written consent except as expressly permitted hereunder.
SHOWCASE may, however, make such disclosures (i) to its accountants,
lawyers or other professional advisors provided that any such advisor
is under a confidentiality obligation and (ii) as required by law
provided SHOWCASE obtains any confidentiality treatment for it which is
available.
k. be allowed to provide customer installation information pertaining
to this Agreement to Hyperion solely to fulfill SHOWCASE's contractual
obligations to Hyperion providing that Hyperion is subject to the same
confidentiality restrictions specified within this Agreement and the
Agreement for Exchange of Confidential Information Number M96-2547, as
supplemented.
l. identify a SHOWCASE employee as the Sales liaison/focal point for
DLW 001 and DLW 002 of this Agreement for technical sales matters. The
person SHOWCASE initially designates is named in Section 11.04, "SALES
LIAISON/FOCAL POINTS." SHOWCASE can change this liaison/focal point
anytime by identifying a replacement individual and notifying IBM in
writing of such change.
m. provide reasonable technical sales assistance by phone to IBM
through the IBM Focal point named in Section 11.04.
n. SHOWCASE will commit commercially reasonable resources necessary to
meet the development, announce and GA schedules of OS/400 for DLW 001
and DLW 002 as specified in the attached Attachment, "Schedule."
2.09 SHOWCASE will execute and meet the deposit requirements of the Source Code
Custody Agreement in the Attachment entitled "Source Code Custody Agreement."
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
2.010 SHOWCASE will enable the Licensed Works for National Language Support
(NLS) and Double Byte Character Set (DBCS) and provide all foreign language
versions of Licensed Works to IBM as, and to the extent, they become available.
Currently, English is available. SHOWCASE will arrange for the complete Japanese
translation without impacting the IBM GA date; provided that IBM provides to
SHOWCASE the English expression to be translated at least fourteen (14) weeks
prior to the IBM GA date. The cost of this translation will be shared by IBM and
SHOWCASE as specified in Section 5.03. SHOWCASE will provide all such foreign
language versions in Machine Readable Interface (MRI) formats to IBM on the
master CD-ROM as specified in Section 2.02. Given a justified business case by
IBM which SHOWCASE and IBM jointly agree upon, including any appropriate
funding, SHOWCASE will provide NLS enablement for additional language versions
of the Licensed Works in six (6) months. To assist SHOWCASE, IBM will provide
any of those modules or MRI's which have previously been translated and which
IBM has the right to share.
2.011 IBM acknowledges and understands that portions of the Licensed Works
included in the OLAP Product and the StarterKit Product are based on Code owned
by Hyperion and licensed by SHOWCASE. Prior to any release of Source Code for
such Licensed Work pursuant to the terms of the Source Code Custody Agreement,
IBM hereby agrees to inform Hyperion in writing of such impending release and
that Hyperion shall have thirty (30) days to elect in writing one of the
following options:
1. modify, in agreement with IBM, that certain IBM Developer
Agreement Number STL96204 and its DLW #001 dated September 27,
1996, between Hyperion and IBM (the "Santa ▇▇▇▇▇▇ Agreement")
by adding the Essbase AS/400 Port as a Licensed Work under the
Santa ▇▇▇▇▇▇ Agreement. Provided that SHOWCASE provides to IBM
the Source Code needed for support and assigns to IBM
copyright ownership in the Code ported to OS/400 by SHOWCASE
which was based on the code licensed to SHOWCASE pursuant to
the Outbound License Agreement Number STL98095 (including
Derivative Works thereof - all referred to as "RSI Code"), IBM
hereby consents to assuming the obligation to support all
portions of the OLAP Product that runs on OS/400 (excluding
the Essbase AS/400 Port and any Enhancements and Maintenance
Modifications thereto), including any version of RSI Code. And
IBM agrees to pay royalties to Hyperion that are the same as
those IBM pays Hyperion pursuant to the Santa ▇▇▇▇▇▇ Agreement
for the Licensed Works thereunder licensed on other platforms,
with a minimum OTC royalty established by multiplying the same
percentage rate established in the Santa ▇▇▇▇▇▇ Agreement for
product on other platforms by the minimum SHOWCASE US List
Price established in this Agreement for the OLAP Product
except that no royalties will be paid for the StarterKit
Product which is considered a "Seed product" sponsored jointly
by the parties; in such case no further royalties will be due
to SHOWCASE under this License Agreement Number STL97307 for
licensing of its OLAP Product; or
2. have assigned to it, and assume on behalf of SHOWCASE, all
obligations of SHOWCASE under this Agreement, Source Code
Custody Agreement, and the
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
Outbound License Agreement Number STL98095 with respect to the
OLAP Product, including, without limitation, all necessary
development and support thereof, and IBM hereby agrees to give
its written consent to such assignments.
In the event that IBM assumes support of the RSI Code, then SHOWCASE shall
deliver to IBM all available Source Code necessary for IBM to support it, and
SHOWCASE hereby grants and assigns to IBM, its successors and assigns, all
right, title and interest whatsoever, throughout the world, in and under
copyright in the Derivative Work of the RSI Code (the Code ported to the OS/400
operating system by SHOWCASE pursuant to the Outbound License Agreement Number
STL98095, for the full duration of all such rights and any renewals or
extensions thereof. SHOWCASE agrees to cooperate with IBM and execute documents
reasonably required to support such assignment and allow IBM to exercise its
rights to the Code.
Notwithstanding anything to the contrary in this Agreement (including all of its
Attachments) or the Agreement for the Exchange of Confidential Information
Number M96-2547, as supplemented, upon the occurrence of any of the foregoing
events, IBM consents and agrees:
a. to cooperate with SHOWCASE and Hyperion in good faith to transfer
all Source Code and other information reasonably needed in order for
Hyperion to assume such obligations,
b. in the event a release condition for the release of the Source Code
for the OLAP Product and the StarterKit Product (pursuant to the Source
Code Custody Agreement) occurs, to SHOWCASE's disclosure of information
related to the Outbound License Agreement, this License Agreement and
the Source Code Custody Agreement, solely to the extent required to
permit Hyperion to perform SHOWCASE's obligations hereunder with
respect to the Licensed Works, including the Essbase Software, provided
that any such disclosures are subject to an appropriate nondisclosure
agreement between Hyperion and SHOWCASE, which contains terms that are
as protective of IBM's confidential information as those set forth in
the Agreement for the Exchange of Confidential Information Number
M96-2547, as supplemented, and
c. In the case of Hyperion electing option number 2 above, IBM shall
pay to Hyperion all royalties due to SHOWCASE under this License
Agreement for the OLAP Product subsequently distributed; and no further
such royalties shall be due to SHOWCASE.
The parties agree that upon any release of the Source Code for the OLAP Product
and the StarterKit Product pursuant to this Agreement, (a) SHOWCASE shall have
no continued obligations under the Outbound License Agreement, this Agreement or
the Source Code Custody Agreement to support or maintain any existing Licensed
Work included in the OLAP Product and the StarterKit Product, or to create any
new Derivative Works of the Licensed Work for inclusion in the OLAP Product and
the StarterKit Product;
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
(b) the mere occurrence by itself of such release or termination shall
not constitute a breach (although such release may be triggered by a
breach) by SHOWCASE of its obligations under this Agreement, the
Outbound License Agreement, the Source Code Custody Agreement or any
other related agreements between the parties, and this Agreement shall
otherwise remain in full force and effect pursuant to its terms; and
(c) If Hyperion does not elect in writing one of the above options
within thirty (30) days of receipt of IBM's notice, then IBM may obtain
the escrowed Materials in accordance with the SCCA.
2.012 SHOWCASE can offer end users the IBM subscription program as part of the
standard IBM ISV contract (currently offered to ISVs at committed volumes for a
(*) discount). The customer can order and purchase the subscription from
SHOWCASE, but the customer agreement will be with IBM; and IBM will provide the
updates to the end users in the same fashion as if the order had been placed
directly with IBM. In this case, SHOWCASE will pay IBM, as would any other ISV,
in accordance with the contract terms for the subscription offering. (This is
similar to SHOWCASE remarketing a shrink-wrap product offering.)
SHOWCASE may license the RSI as part of its own product offering in accordance
with the terms of the existing license agreement with IBM covering that
technology. SHOWCASE would pay IBM royalties due under that license agreement.
SHOWCASE could offer any sort of its own subscription offering on its own logo'd
product.
3.0 IBM'S RESPONSIBILITIES
3.01 IBM will perform reviews and testing of the Licensed Works in accordance
with the Attachment entitled "Acceptance Criteria."
3.02 IBM will review results of SHOWCASE's beta test (Section 2.08 above) and
may use testimonials therefrom in its marketing efforts. SHOWCASE may provide
the test results to IBM as confidential information under the AECI as specified
in Section 12.06, provided that IBM shall have no obligation of confidentiality
with regard to the customer testimonials.
3.03 IBM will make payments for SHOWCASE's porting activity in accordance with
Section 5.0, "Payments."
3.04 IBM will pay royalties to SHOWCASE pursuant to Section 6.0, "Royalties."
3.05 IBM will include the SHOWCASE Tag-Line as defined in Section 1.11 and
retain all patent and copyright information displayed in the "About Box" of the
OLAP Product.
3.06 IBM will:
a. share the IBM translated versions of the Spreadsheet Clients with
SHOWCASE, so that they can imbed them in the SHOWCASE OLAP product;
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
b. add appropriate IBM copyright and content to the SHOWCASE
publications to create IBM product publications and translate them as
IBM deems appropriate;
c. create a separate client CD-ROM which will contain the IBM
translated Spreadsheet Clients and install as well as OLAP
partitioning, SQL drill through, Currency conversion, Spreadsheet
Toolkit, SQL interface, etc., plus any IBM publication, English or
translated, for the IBM OLAP Product; and
d. share the cost of the Japanese translation with SHOWCASE by making
payment as specified in Section 5.03.
3.07 IBM will provide SHOWCASE, as specified in the Attachment entitled Testing,
Maintenance and Support (Section 3.0), with reasonable access to IBM's RETAIN
system (IBM's system used to manage and process PMRs and APARs) as necessary for
SHOWCASE to perform its Maintenance and Support obligations as required in this
Agreement.
3.08 IBM will announce and bring to market the DB2 OLAP Server for AS/400 as a
part of an overall IBM OLAP solution.
3.09 IBM will provide SHOWCASE with RSI Server Source Code solely for the
purpose of porting such Code and maintaining the Licensed Works as described in
this Agreement, and for distribution as part of SHOWCASE's products in
accordance with the Outbound License Agreement Number STL98095. The provision of
the RSI Server Source Code will be subject to the terms of AECI Agreement Number
M96-2547, and its Supplement Number STL001.
3.010 IBM will provide the following items, along with documentation on how to
use them, solely for SHOWCASE's inclusion in the Licensed Works (starting with
DLW001 and DLW002 V2.0 Products) for the electronic licensing defined in Section
2.06 above:
a. IBM's License Acceptance Process (LAP) tool (object code to imbed in
support of online licensing).
b. the proper License agreements for the LAP tool to display in all the
needed language versions. There will be three different license
versions (in all chosen translations): the Product, the demo, and the
Starter Kit.
3.011 IBM Data Management Division will not execute an agreement with Hyperion
Solutions Corporation (or its successors or assigns) to be the provider of an
OLAP Product for the OS/400 platform which uses the specific technology defined
in DLW #001 for five (5) years from the date of the execution of this Agreement,
unless this Agreement is terminated prior to that time in accordance with
Section 10, TERM AND TERMINATION, or pursuant to Section 2.11 of this Agreement,
in which case this restriction shall not apply.
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
3.012 IBM will provide at no cost to SHOWCASE, as soon as reasonably practicable
which may not be until after the General Availability of the OLAP Product, a
customer level Product and a license to make additional copies to enable
SHOWCASE to perform sales and maintenance/support responsibilities under this
Agreement. These are not to be used for productive purposes outside this
Agreement.
4.0 OWNERSHIP AND LICENSE
4.01 SHOWCASE will own the changes it develops to the RSI (the initial Code
ported to the OS/400 operating system and any and all revisions, releases or new
versions of the initial Code) which SHOWCASE will develop and deliver to IBM as
part of DLW #001 and DLW #002, subject to IBM's continued ownership of the
underlying RSI Code.
4.02 SHOWCASE grants IBM a nonexclusive, worldwide, irrevocable license to
prepare Derivative Works of the Licensed Works and to use, execute, reproduce,
display, perform, transfer, distribute and sublicense the License Works and such
Derivative Works, in any medium or distribution technology whatsoever, whether
known or unknown. SHOWCASE grants IBM the right to authorize or sublicense
others to exercise any of the rights granted to IBM in this Section.
4.03 SHOWCASE grants IBM a nonexclusive, worldwide, irrevocable, paid-up license
to prepare Derivative Works of Tools, and to use, execute, reproduce, display,
perform, and distribute internally the Tools and such Derivative Works, in any
medium or distribution technology whatsoever, whether known or unknown. The
rights and licenses granted by SHOWCASE to IBM hereunder include the right of
IBM to authorize or sublicense its Subsidiaries, contractors, and consultants to
exercise any of the rights granted to IBM in this Section.
4.04 The grant of rights and licenses to the Licensed Works and Tools includes a
nonexclusive, worldwide, irrevocable, paid-up license under any patents and
patent applications that are owned or licensable by SHOWCASE now or in the
future and are (1) required to make, have made, use and have used the Licensed
Works or any Derivative Works or (2) required to license or transfer the
Licensed Works or its Derivative Works. This license applies to the Licensed
Works and Derivative Works operating alone or in combination with equipment or
Code. The license scope is to make, have made, use, have used, sell, license or
transfer items, and to practice and have practiced methods, to the extent
required to exercise the rights granted hereunder to the Licensed Works and
Tools.
4.05 Subject to SHOWCASE's ownership of the Licensed Works and Tools, IBM will
own any changes it creates to produce Derivative Works.
4.06 SHOWCASE grants IBM a nonexclusive, worldwide, irrevocable, paid-up license
to use the names and trademarks SHOWCASE uses to identify the Licensed Works for
IBM's marketing of the Licensed Works and Derivative Works thereof. SHOWCASE
grants IBM the right to authorize or sublicense others to exercise any of the
rights granted to IBM in this
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
Section. If IBM's use of SHOWCASE's names and trademarks is improper and
SHOWCASE provides IBM notice that SHOWCASE objects to it, IBM will take all
reasonable steps necessary to resolve SHOWCASE's objections. SHOWCASE may
reasonably monitor the quality of products bearing its trademark under this
license.
4.07 ANY goodwill attaching to IBM's trademarks, service marks, or trade names
belongs to IBM and this Agreement does not grant SHOWCASE any right to use them.
IBM may state that SHOWCASE has provided the Licensed Works.
5.0 PAYMENT
5.01 IBM will pay SHOWCASE (*) within thirty days of receipt of a SHOWCASE
invoice submitted upon or after the execution of this Agreement. This payment
was made in January 1999.
5.02 IBM will pay SHOWCASE actual and reasonable cost incurred of up (*) per
year for the RETAIN-VANTIVE transfer activity in accordance with Section 2.03.
The initial payment will be made within thirty (30) days of receipt of a valid
invoice submitted sixty (60) days after execution of this Agreement referencing
the purchase order number to be provided by IBM. IBM and SHOWCASE will review
this cost annually and if appropriate substitute a programming fix to automate
RETAIN updates in lieu of manually-keyed transfer of the information.
5.03 IBM will pay SHOWCASE (*) as IBM's total share of the Japanese translation
cost. The payment will be made within thirty (30) days of receipt of a valid
invoice submitted after execution of this Agreement referencing the purchase
order number to be provided by IBM.
6.0 ROYALTIES
6.01 For OLAP Products:
IBM will pay SHOWCASE, (*) of all license fees recorded by IBM for each
authorized copy of a Product licensed to an end user by IBM, IBM
Subsidiaries or Distributors. An annual minimum royalty amount will be
calculated on an annual basis (see Section 6.01 a.) based on (*) of the
SHOWCASE list price in effect on the date of the execution of this
Agreement or as renegotiated in accordance with Section 10.07, by
geography, for each authorized copy of the OLAP Product licensed to an
end user by IBM, IBM Subsidiaries or Distributors as specified in the
Attachment titled "Royalties." Should SHOWCASE decrease its list price
for the SHOWCASE OLAP Server for OS/400 which comprises the Licensed
Work under DLW 001, such decreased list price shall apply to calculate
amounts due under this Agreement. Any increase in list price shall not
affect amounts due under this Agreement, but royalties may be increased
as provided in Section 10.07 below.
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
a. Within three (3) months following the end of each calendar year, IBM
will determine if the minimum royalty amount specified in Section 6.01
is applicable to royalties accrued or paid by IBM to SHOWCASE. Such
determination shall be made by multiplying the annual worldwide volume
of OLAP Product licenses sold by the minimum royalty amount specified
in Section 6.01, and comparing that result to the amount paid to
SHOWCASE using the percent of Revenue provision specified in Section
6.01. If the result of multiplying the annual worldwide volume of OLAP
Product licenses sold by the minimum royalty amount specified in
Section 6.01 exceeds the amount paid to SHOWCASE using the percent of
Revenue provision specified in Section 6.01, IBM will pay SHOWCASE the
difference by the last day of April.
b. When IBM offers the Product combined with other products or
services, IBM will pay SHOWCASE (*) of the license fees recorded by IBM
and IBM Subsidiaries for each authorized copy of the Product licensed
to an end user by IBM, IBM Subsidiaries or Distributors, which Product
license fee will be based on the proportionate value of the Product to
the complete combined offering, as determined by IBM.
6.02 For StarterKit Products:
No royalty or other charge shall be payable by IBM or its Subsidiaries
or its or their Affiliates for any copies of a StarterKit Product, or
authorized DWs thereof, licensed, sublicensed or otherwise distributed
by IBM, IBM Subsidiaries or Distributors.
6.03 In the event that IBM wishes to distribute any other Product, the parties
must first negotiate and agree in writing to an appropriate royalty to be paid
to SHOWCASE.
6.04 For Major Enhancements not included as part of the Products in Sections
6.01 above, but licensed as a separate priced feature, IBM will pay SHOWCASE (*)
of all license fees recorded by IBM for each authorized copy of a Product
licensed to an end user by IBM or IBM Personnel. An annual minimum royalty
amount will be calculated on an annual basis (see Section 6.01 a.) based on (*)
of the SHOWCASE initial list price on the date the Major Enhancement is offered
or as renegotiated in accordance with Section 10.07, by geography, for each
authorized copy of the Major Enhancement licensed to an end user by IBM, IBM
Subsidiaries or Distributors. An Amendment to the Attachment titled "Royalties"
will be made at that time to reflect the inclusion of the Major Enhancement.
Should SHOWCASE decrease its list price for the SHOWCASE Products for OS/400
which comprise a Major Enhancement, such decreased list price shall apply to
calculate amounts due under this Agreement. Any increase in list price shall not
affect amounts due under this Agreement, but royalties may be increased as
provided in Section 10.07 below.
6.05 Under IBM's Software Subscription offering (however named in the future),
customers pay a fee, for which they receive all program (version/release)
upgrades for a fixed period of time. Such upgrade protection may be offered for
the Products and any Major Enhancements which are separately priced features
covered in Section 6.03 above. SHOWCASE royalties specified in Sections 6.01,
6.02, and 6.03 shall not apply to upgrade copies of the (i) Products
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
and (ii) Major Enhancements licensed as separately priced features pursuant to
Section 6.03 above, which are provided to Customers who have licensed a Product
and/or such a separately priced feature and purchased upgrade protection. IBM
will not pay any per copy royalties for upgrade copies received by customers
under such Software Subscription offering. SHOWCASE shall receive a royalty for
the initial Product or Major Enhancement as a separately priced feature as
specified in Sections 6.01, 6.02, or 6.03 above. SHOWCASE shall also receive (*)
of the Software Subscription fees recorded by IBM for each authorized copy of a
Product licensed to an end user by IBM, IBM Subsidiaries or Distributors. For
example, if IBM receives payment for a one year software subscription under the
Software Subscription offering for a Product(s) or Major Enhancement as a
separately priced feature, IBM will pay SHOWCASE a royalty of (*). If a new
version of the Licensed Work is made generally available within the covered
period of time, the customer who bought the offering receives the new version of
the Product or Major Enhancement as a separately priced feature at no additional
charge. IBM will not pay SHOWCASE any additional royalty for such upgrades.
6.06 For use within IBM and IBM Subsidiaries not specifically specified as
royalty-free in Section 6.07 below, IBM will pay the minimum royalty amount
specified in the Royalty Attachment.
6.07 IBM has no royalty obligation for:
a. the Licensed Works or Derivative Works thereof used for:
1.) IBM's and IBM Subsidiaries' (including third parties under
contract) development, maintenance or support activities;
2.) marketing demonstrations, customer testing or trial periods
(including early support, prerelease, or other similar
programs up to a maximum of sixty (60) days), Product training
or education (the royalty exclusion in this case applies only
to Product training and education which is not generating
revenue for IBM and IBM Subsidiaries); or
3.) off-line backup and archival purposes;
b. the Licensed Work (or functionally equivalent work) that becomes
available generally to third parties without a payment obligation
through no action or fault of IBM;
c. documentation provided with, contained in, or derived from the
Licensed Work;
d. Error Corrections or Basic Enhancements;
e. warranty replacement copies of the Product; or
f. Externals.
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
6.08 IBM, IBM Subsidiaries, and Distributors may, without incurring any royalty
obligation, copy the Product and distribute it on a CD-ROM, or other media or
distribution technology on or through which the Product is secured (e.g.,
"encrypted" or "locked") to limit a customer's access to or use of the Product.
IBM may allow the customer, under a limited license, a limited preview, trial or
demonstration use of the Product up to a maximum of sixty (60) days. IBM will
have no royalty obligation to SHOWCASE unless IBM, IBM Subsidiaries, or
Distributors license the Product to such customer for full productive use.
6.09 SHOWCASE acknowledges that IBM and IBM Subsidiaries are in the business of
providing outsourcing services ("Services") to third party customers of IBM
("IBM Customers"), which may involve the access, use or assignment of certain
software to IBM or IBM Subsidiaries solely for the provision of the Services. If
as a result of the Services, IBM or any IBM Subsidiary accesses, uses or has
assigned to it a copy(ies) of the Licensed Works (which copies the IBM Customer
has previously licensed and paid the applicable license fee therefor ("IBM
Customer Copies")), then SHOWCASE shall not be entitled to receive hereunder any
royalties or other amounts (including, without limitation, fees for assignment
of a license, upgrade protection or technical support for the Licensed Works)
from IBM or any IBM Subsidiaries for the use, access or assignment of the IBM
Customer Copies of the Licensed Works as a result of its provision of the
Services to the applicable IBM Customer. IBM and any IBM Subsidiaries are not
obligated to purchase any maintenance services for the IBM Customer Copies of
the Licensed Software, and neither IBM nor IBM Subsidiaries may cancel
maintenance services that an IBM Customer has elected to receive for its IBM
Customer Copies. IBM and IBM Subsidiaries cannot use any IBM Customer Copies of
the Licensed Software to provide IBM ASP services or any other IBM Services to
any party other than the party(ies) who is licensed to use such IBM Customer
Copies by SHOWCASE. The foregoing restrictions are intended to ensure that
through the provision of Services, IBM and IBM Subsidiaries only use and access
each IBM Customer Copy in accordance with the use license that was granted by
SHOWCASE to the IBM Customer who licensed such IBM Customer Copy(ies) from
SHOWCASE. Thus, for example, if an IBM Customer is licensed by SHOWCASE to use a
IBM Customer Copy(ies) in its business to provide ASP services to its third
party customers, then IBM and IBM Subsidiaries shall be entitled to use such IBM
Customer Copy(ies) in the same manner as the IBM Customer is permitted under the
applicable license (i.e., to provide ASP services to the IBM Customer's third
party customers).
6.010 IBM may request a lower royalty for the Licensed Work when a licensing
transaction requires a substantial discount. If SHOWCASE agrees, both parties
will sign a letter specifying the licensing transaction and its lower royalty
payment. The SHOWCASE Chief Financial Officer is authorized to sign such letters
on SHOWCASE's behalf.
6.011 Royalties are paid against revenue recorded by IBM in a royalty payment
quarter. In the US, a royalty payment quarter ends on the last business day of
the calendar quarter. Outside of the US, a royalty payment quarter is defined
according to IBM's current administrative practices. Payment will be made by the
last day of the second calendar month following the royalty payment quarter.
Royalties will be paid less adjustments and refunds due to IBM. IBM will provide
with each payment the standard royalty accounting report which IBM provides to
its
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
suppliers; the current report at the time of execution of this Agreement
provides information by part number, country code, and royalty rate. All
payments will be made in US dollars. Payments based on foreign revenue will be
converted to US dollars on a monthly basis at the rate of exchange published by
Reuters Financial Service on approximately the same day each month.
6.012 IBM shall maintain relevant records to support payments made to SHOWCASE
under this Agreement. The records will be retained for three (3) years after the
date of the applicable payment is made to SHOWCASE hereunder. SHOWCASE shall
have the right to have an independent certified public accounting firm, chosen
and compensated (other than on a contingency basis) by SHOWCASE audit such
records. SHOWCASE's request will be in writing, will provide IBM 90 days prior
notice, and will not occur more than once each year. The audit will be conducted
during normal business hours at IBM's offices and in such a manner as not to
interfere with IBM's normal business activities. The auditor will sign a
mutually acceptable non-disclosure agreement and will only disclose to SHOWCASE
any amounts overpaid or underpaid for the period examined. In the event that
such accounting firm reports that its audit(s) of such records demonstrates that
SHOWCASE has been underpaid by more than (*) of the amounts actually due during
the period covered by such reports, then in addition to any amounts owed and
payable to SHOWCASE, IBM agrees to pay all reasonable expenses and costs with
respect to such audit.
6.013 Each party will be solely responsible for any taxes incurred by the party,
directly or indirectly, associated with its performance of this Agreement.
6.014 SHOWCASE is responsible for making any payments or royalties due to third
parties for Code or materials included in the Licensed Work or its Derivative
Works;
6.015 The payments defined in this Section fully compensate SHOWCASE for its
performance under, and for the rights and licenses granted in, this Agreement.
7.0 TESTING
7.01 SHOWCASE will perform the following tests prior to each delivery of the
Licensed Works:
a. component testing;
b. functional verification testing;
c. system testing;
d. compatibility testing; and
e. performance verification testing.
Upon IBM's request, the details of such testing will be mutually agreed to by
the parties.
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
7.02 SHOWCASE will provide to IBM concurrent with each delivery of the Licensed
Works and Tools all test results, test scenarios, test cases, and test reports
associated with the pre-delivery testing. Results of these tests will be
provided to the IBM Technical Coordinator as specified in 11.03 below. SHOWCASE
may provide the test results to IBM as confidential information under the AECI
as specified in Section 12.06.
7.03 Upon receipt of the Licensed Works by IBM, IBM may evaluate the Licensed
Works for a period of forty five (45) days and perform such tests as indicated
in the Attachment entitled "Acceptance Criteria" and as IBM deems appropriate to
determine if:
a. the Licensed Works meet the specifications described in the
Attachments entitled "Description of Licensed Work;"
b. the Licensed Works execute repetitively within the system
environment described in the Attachments entitled "Description of
Licensed Work;" and
c. IBM can successfully execute to completion all functional and system
test scenarios developed by IBM.
IBM's testing does not relieve SHOWCASE of its obligations under this Agreement.
IBM has no obligation to identify errors.
IBM will accept or reject the Licensed Works within sixty (60) business days
from receipt of the Licensed Works. This time period begins the business day
following IBM's receipt of the Licensed Works. If IBM does not accept or reject
a Licensed Works in writing within sixty (60) business days of receipt, that
Licensed Works will be considered accepted by IBM.
IBM will clearly state the reason(s) for rejection. Within ten (10) business
days of the notice of rejection, SHOWCASE will present a corrective action plan
to IBM which is acceptable and approved by IBM. SHOWCASE will then make the
corrections and resubmit the Licensed Works to IBM. IBM may withhold any further
payments until Licensed Works conform to the acceptance criteria.
8.0 REPRESENTATIONS AND WARRANTIES
8.01 SHOWCASE makes the following ongoing representations and warranties:
a. SHOWCASE warrants that it has full legal rights to grant the rights
granted herein;
b. SHOWCASE is not under, and will not assume, any contractual
obligation that prevents SHOWCASE from performing its obligations or
conflicts with the rights and licenses granted in this Agreement;
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
c. there are no liens, encumbrances or claims pending or threatened
against SHOWCASE, or to SHOWCASE's knowledge, anyone else, that relate
to the rights and licenses granted to this Agreement;
d. SHOWCASE warrants that neither the Licensed Works or Tools infringes
any intellectual property rights of a third party including, to the
best of SHOWCASE's knowledge, any patents or patent applications. The
Deliverables have not been the basis of a claim of infringement
threatened or asserted against SHOWCASE or, to the best of SHOWCASE's
knowledge, anyone else. SHOWCASE's sole obligation, and IBM's sole
remedy, in the event of a breach of this warranty is stated in Sections
9.01, 9.02 and 9.03 below, subject to the limitation in Section 9.05;
e. SHOWCASE warrants that the Licensed Works and Tools will perform in
material conformance with the requirements set forth in this Agreement,
including the Attachment entitled "Description of Licensed Work," and
will materially conform to SHOWCASE's user documentation, and any sales
and marketing materials provided by SHOWCASE;
f. the fully commented Source Code that SHOWCASE provides under the
Source Code Custody Agreement corresponds to the current release or
version of the Licensed Work provided by SHOWCASE under this Agreement;
g. the Licensed Works support the Year 2000; it is capable of correctly
providing and receiving date data, as well as properly exchanging
accurate date data with all products (for example, hardware, software
and firmware) with which the Licensed Work is designed to be used;
h. the Licensed Works which interact in any capacity with monetary data
are euro ready such that when used in accordance with their associated
documentation they are capable of correctly processing monetary data in
the euro denomination and respecting the euro currency formatting
conventions (including the euro sign);
i. SHOWCASE warrants that, to the best of its knowledge, the Licensed
Works provided to IBM under this License Agreement are not contaminated
by Harmful Code, and that SHOWCASE has implemented a process designed
to help prevent any such contamination by Harmful Code. SHOWCASE will
promptly provide IBM notice if SHOWCASE suspects any contamination, and
will remain liable for any damages resulting from Harmful Code provided
by SHOWCASE; and
j. SHOWCASE warrants that all SHOWCASE personnel, and to the best of
SHOWCASE'S knowledge, authors of third party materials, have waived
their Moral Rights in the Licensed Works to the extent permitted by
law. SHOWCASE acknowledges that IBM's exercise of rights and licenses
hereunder shall not violate any Moral Rights of SHOWCASE, and SHOWCASE
agrees not to assert any Moral Rights
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
SHOWCASE has or may have in the Licensed Works against IBM in its
exercise of rights and licenses hereunder.
SHOWCASE will immediately provide IBM written notice of any change that may
affect its representations and warranties.
8.02 Except as provided above, anything either party provides to the other
related to this Agreement is "AS IS", without warranty of any kind.
9.0 INDEMNIFICATION AND LIABILITY
9.01 SHOWCASE will defend and indemnify IBM and IBM's Subsidiaries if a third
party makes a claim against IBM or its Subsidiaries based on an actual or
alleged:
a. material failure by SHOWCASE, to the extent not caused by IBM, to
perform SHOWCASE's obligations under this Agreement;
b. material breach of SHOWCASE's representations and warranties;
c. material failure by SHOWCASE to comply with government laws and
regulations;
d. material infringement by SHOWCASE, the Licensed Works or Tools of
patents, copyrights, trademarks, trade secrets, publicity, privacy, and
other intellectual property rights; or
e. inclusion or misuse of the patent notices and markings that SHOWCASE
includes in the "About Box" of the OLAP Product or which are placed in
the OLAP Product by SHOWCASE or at SHOWCASE's request.
9.02 IBM will:
a. promptly provide SHOWCASE notice of any such claim; and
b. allow SHOWCASE to control, and will cooperate with SHOWCASE in the
defense of, the claim and settlement negotiations.
IBM may participate in the proceedings at its option and expense.
9.03 In addition, if an infringement claim appears likely or is made, SHOWCASE
will:
a. obtain the necessary rights for IBM, IBM subsidiaries and
Distributors and their respective customers to continue to distribute,
license, otherwise transfer and use the Licensed Work on an
uninterrupted basis and exercise all rights granted in the Licensed
Works and Tools; or
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
b. modify the Licensed Works and Tools at SHOWCASE's expense to resolve
the claim. This modified Licensed Work will comply with the Attachment
entitled "Description of Licensed Work."
If SHOWCASE is not able to do either within a reasonable period of time, IBM may
terminate this Agreement for SHOWCASE's breach.
9.04 Unless otherwise expressly provided herein, IBM may pursue any other remedy
it may have in law or in equity in addition to any remedies specified in this
Agreement.
9.05 Regardless of the type of claim, neither party is liable to the other for
indirect, incidental, special, or consequential damages, including, but not
limited to, lost profits or revenues, under any part of this Agreement, even if
informed that they may occur. This limitation does not apply to (a) SHOWCASE's
liabilities for indemnity to the extent that damages claimed by a third party
might be characterized as damages of the type listed above or (b) any
obligations of either party to make a payment which is due under this Agreement.
However, with regard to the obligations of indemnification of SHOWCASE under
Section 9.01 a. above, the liability of SHOWCASE shall be limited to a total
aggregate amount of (*). IBM's total liability is limited to payments due to
SHOWCASE under this Agreement unless there is infringement of SHOWCASE's
intellectual property rights or confidential information by IBM or IBM
infringement of the intellectual property rights of any ShowCase licensor which
falls outside of the license grants herein.
10.0 TERM AND TERMINATION
10.01 This Agreement begins on the Effective Date and will remain in effect for
seven (7) years, with automatic one (1) year renewal terms, unless terminated
sooner under the terms of this Agreement. After the sixth (6th) year, SHOWCASE
may terminate the Agreement by providing notice of intent to not renew twelve
(12) months prior to any term expiration date.
10.02 SHOWCASE may terminate the Agreement, at any time after two (2) years
following the execution of this Agreement, if SHOWCASE reasonably determines
that IBM is not actively marketing and promoting the DB2 OLAP Server for the
AS/400. Such termination may be made by providing twelve (12) months advance
written notice to IBM of SHOWCASE's election to terminate.
10.03 SHOWCASE may terminate this Agreement if SHOWCASE makes a good faith
determination that IBM has licensed, on an individual basis, any significant
number of DB2 OLAP Product to end users at a charge that has resulted in a
royalty to SHOWCASE of less than the minimum royalties listed in the Attachment
entitled Royalties; with the exception of any such licenses of DB2 OLAP Product
which have been approved in writing in advance by SHOWCASE. SHOWCASE will make
its determination based on whatever materials it may have and IBM shall have no
obligation to provide any documentation to SHOWCASE beyond what is expressly
required in this Agreement. SHOWCASE must provide IBM twelve (12)
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
months advance notice of its election to terminate, and such notice may only be
provided to IBM initially within one (1) month of the date which is six (6)
months following the execution of the Agreement, or within one (1) month
following each subsequent six (6) month anniversary date thereafter.
10.04 SHOWCASE may terminate this Agreement if SHOWCASE makes a good faith
determination that IBM has provided, on an individual or aggregate basis over
any rolling twelve (12) month time period, its Software Subscription offering
(or any replacement for such offering regardless of its name) related to the
Products to end users at a charge that has resulted in a royalty to SHOWCASE of
less than (*) of the minimum royalties listed in the Attachment entitled
Royalties; provided, however, that SHOWCASE will not include in its
determination any such subscription offerings offered by IBM to any customer
that is at a lower royalty rate and which has been approved in writing in
advance by SHOWCASE. SHOWCASE will make its determination based on whatever
materials it may have, and IBM shall have no obligation to provide any
documentation to SHOWCASE beyond what is expressly required in this Agreement.
SHOWCASE must provide IBM twelve (12) months advance notice of its election to
terminate under this Section 10.04, and such notice may only be provided to IBM
initially within one (1) month of the date which is six (6) months following the
Effective Date, or within one (1) month following each subsequent six (6) month
anniversary of the Effective Date thereafter.
10.05 Either party may terminate this Agreement for the other's material breach
by providing the breaching party with a written notice that describes the
breach. The termination will become effective 90 days after receipt of the
notice unless the breach is cured within that 90 day period.
10.06 IBM may terminate this Agreement without cause on twelve (12) months
written notice to SHOWCASE, provided that the effective date of any such
termination may only be on a date which is at least twelve (12) months after the
sixth (6th) anniversary of the date on which a Product has been made generally
available.
10.07 If, at the end of three (3) years from the Effective Date of this
Agreement, (i) SHOWCASE notifies IBM, in writing, that its cost structure based
on the distribution of the Licensed Works hereunder has increased significantly,
or (ii) if IBM notifies SHOWCASE that it has determined that it needs to
renegotiate the royalties due hereunder, both parties agree to renegotiate the
list price used for calculation of minimum royalties in Section 6.0 above. If no
agreement has been reached within ninety (90) days of receipt of the
notification, either party may give notice of termination of this Agreement
which will be effective six (6) months from receipt by the other party of such
notice of termination. This process may be invoked a maximum of one (1) time per
two (2) year period thereafter if required.
10.08 Notwithstanding any expiration or termination of this Agreement,
SHOWCASE's obligations of maintenance and support for Products, pursuant to
Section 2.03 of this Agreement and Attachment, "Testing, Maintenance, and
Support," shall continue at no additional cost to IBM (subject to payment of
Royalties associated with upgrade protection purchased by the
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
customer) until the effective date which IBM has announced, in good faith, as
the end of Product maintenance and support to customers.
10.09 Expiration or termination of this Agreement does not affect any end-user
licenses granted in this Agreement for the Licensed Works or Tools. Termination
of this Agreement does not affect any end-user licenses granted in this
Agreement for the Licensed Works or Tools delivered or due to IBM prior to the
effective date of termination. In the event of termination by IBM for breach by
SHOWCASE, IBM will not be obligated to make any payments that would have become
due under this Agreement on or after the effective date of termination, other
than royalty payments.
10.010 Subject to Subsection 10.06, any provisions of this Agreement that by
their nature extend beyond termination or expiration will survive in accordance
with their terms. These include Ownership and License, Representations and
Warranties, Indemnification and Liability, and General. These terms will apply
to either party's successors and assigns.
11.0 COORDINATORS
11.01 Any notice required or permitted to be made by either party to this
Agreement must be in writing. Notices are effective when received by the
appropriate coordinator as demonstrated by reliable written confirmation (for
example, certified mail receipt or facsimile receipt confirmation sheet).
11.02 The Contract Coordinators responsible to receive all notices and
administer this Agreement are:
For IBM: For SHOWCASE:
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Contract Manager Title: Business Alliances
Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇. Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Internet: ▇▇▇▇▇▇▇▇@▇▇.▇▇▇.▇▇▇ Internet: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
11.03 The Technical Coordinators responsible to accept all Deliverables,
coordinate all exchanges of confidential information, and administer and
coordinate the technical matters associated with this Agreement are:
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
For IBM: For SHOWCASE:
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ Knietz
Title: DB2 OLAP Product Manager Title: Development
Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇. Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (507) 287-
Internet: ▇▇▇@▇▇.▇▇▇.▇▇▇ Internet: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Technical Coordinators may propose, accept (by signature or initial), and
implement technical changes to this Agreement that do not change dollar amounts
or materially change Deliverables or the schedules of this Agreement.
11.04 The Technical Sales Liaison/Focal Points responsible to act as the primary
ongoing technical sales liaison for this Agreement are:
For IBM: For SHOWCASE:
Name: ▇▇ ▇▇▇▇▇▇▇ Name:
Title: Title:
Address: 5 Bedford Farms Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Phone:
Fax: Fax:
Internet ID: ▇▇▇▇▇▇▇▇@▇▇.▇▇▇.▇▇▇ Internet ID:
11.05 A party will provide written notice to the other when its coordinators
change.
12.0 GENERAL
12.01 Independent Contractor. Each party is an independent contractor. Neither
party is, nor will claim to be, a legal representative, partner, franchisee,
agent or employee of the other except as specifically stated in the Subsection
entitled "Copyright" below. Neither party will assume or create obligations for
the other. Each party is responsible for the direction and compensation of it
employees.
12.02 Freedom of Action. Except as otherwise specified in this Agreement, each
party may have similar agreements with others. Each party may design, develop,
manufacture, acquire or market competitive products and services, and conduct
its business in whatever way it chooses. Except as otherwise specified in this
Agreement, IBM is not obligated to announce or market any products or services.
IBM does not guarantee the success of its marketing efforts. IBM will
independently establish prices for its products and services.
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
12.03 Reliance. Neither party relies on any promises, inducements or
representations made by the other or expectations of more business dealings,
except as expressly provided in this Agreement. This Agreement accurately states
the parties' agreement.
12.04 Compliance With Applicable Laws. Each party will comply with all
applicable laws and regulations at its expense including, to the extent
applicable, Executive Order 11246 on Equal Employment Opportunity, as amended,
the Occupational Safety and Health Act of 1970, as amended, and the Americans
with Disabilities Act of 1990, as amended. This also includes all applicable
government export and import laws and regulation.
12.05 Record Keeping and Audit Rights. SHOWCASE will maintain (and provide to
IBM within 100 days of IBM's request) relevant accounting records to support
invoices under this Agreement but not for less then three (3) years following
the date of the related payment. All accounting records will be maintained in
accordance with generally accepted accounting principles.
12.06 Confidential Information. The parties agree that information exchanged
under this Agreement that is considered by either party to be confidential
information will be subject to the terms of the AECI Agreement No. M96-2547
referenced on the first page of this Agreement and its Supplements. In addition,
SHOWCASE will not provide IBM with any information which may be considered
confidential information of any third party unless provided under the AECI. The
obligations set forth in the AECI with regard to confidential information will
not limit or preclude the exercise of the licenses granted in this Agreement.
12.07 Copyright. Any publication by IBM of the Licensed Works or a Derivative
Work thereof may contain an appropriate copyright notice, as determined by IBM.
SHOWCASE will enforce and maintain its copyright protection in the Licensed
Works. IBM is not responsible for enforcing and maintaining such copyright
protection. However, SHOWCASE authorizes IBM to act as SHOWCASE's agent in the
copyright registration of the Licensed Works. At IBM's request, SHOWCASE agrees
to provide IBM reasonable assistance in registering any Product.
12.08 Order of Precedence. If there is a conflict among the terms of this base
License Agreement and its Attachments, the terms of this base License Agreement
prevail over those of the Attachments, unless the parties expressly indicate in
the Attachments that particular terms within the Attachments prevail. Terms in
IBM's purchase orders and SHOWCASE's invoices or acknowledgments, if any, are
void.
12.09 Headings. The headings of this Agreement are for reference only. They will
not affect the meaning or interpretation of this Agreement.
12.010 Counterparts. This Agreement may be signed in one or more counterparts,
each of which will be considered an original, but all of which together form one
and the same instrument.
12.011 Amendment and Waivers. For a change to this Agreement to be valid, both
parties must sign it. No approval, consent or waiver will be enforceable unless
signed by the granting party.
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
Failure to insist on strict performance or to exercise a right when entitled
does not prevent a party from doing so later for that breach or a future one.
12.012 Actions. Neither party will bring legal action relating to the subject
matter of this Agreement, against the other more than 2 years after the cause of
action rose, except in the case of indemnification for infringement, in which
case this period runs for 2 years after the award or settlement was made.
12.013 Dispute Resolution. Both parties will act in good faith to resolve
disputes prior to instituting litigation. Each party waives its rights to a jury
trial in any resulting litigation. Litigation will only be commenced in the
State of New York.
12.014 Governing Law. This Agreement will be governed by the substantive law of
the State of New York applicable to contracts executed in and performed entirely
within that State. The United Nations Convention on Contracts for International
Sale of Goods does not apply. SHOWCASE will, upon written notice from IBM,
submit to personal jurisdiction in any forum where IBM is sued for claims
related to this Agreement.
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
DESCRIPTION OF LICENSED WORK #001
1.0 GENERAL DESCRIPTION OF LICENSED WORK:
DB2 OLAP Server for AS/400
The Licensed Works to be part of the OLAP Product include the following, all as
modified to work with and through the Relational and Multidimensional database
storage managers. SHOWCASE will provide the Licensed Works on three (3) CD-ROMs.
Two (2) CD-ROMs will be for a server, one for "Production" use, and one for
"Demonstration" use. SHOWCASE will provide a final build version of these two
(2) CD-ROMs including items a), h), i) and j) and will include the documentation
for items h), i) and j). This CD-ROM will be delivered to IBM in a final product
build ready form for IBM to distribute to Customers. IBM will be responsible for
CD duplication and surface artwork. The third CD-ROM will contain Licensed Works
items for a client. This CD-ROM will be a version of the SHOWCASE STRATEGY
product CD and will include the required client software for items b), c), d),
e), f) and g), which IBM will incorporate onto an OLAP Product client CD-ROM for
distribution. These items delivered to IBM will contain any modifications
SHOWCASE may have made to them to enable them to work with a), h), i) and j) and
they will be at the same release and patch levels as the items on the server
CD-ROM. IBM will create the final product client CD-ROM containing items b), c),
d), e), f) and g); will provide documentation for such items (except for h), i)
and j)); and will include the translated spreadsheet clients, translated
documentation and translated IBM publications.
SHOWCASE fully intends to implement in their STRATEGY product all of the
features and functions as outlined in this DLW. Other than what is specified in
this DLW, and notwithstanding anything else in this Agreement to the contrary,
SHOWCASE is only obligated to provide IBM with function which corresponds to the
function SHOWCASE delivers as part of the Essbase and Warehouse Builder related
functions of the then current SHOWCASE STRATEGY product.
a. DB2 OLAP Server for AS/400
l.) General description: DB2 OLAP Server is an enterprise-scale
on-line analytical processing system designed for a wide-range
of multidimensional reporting and analysis applications. The
DB2 OLAP server is based on the Hyperion Essbase OLAP server
with the integrated multidimensional data store of Hyperion
Essbase and IBM's Relational Storage Interface (RSI). The
relational storage interface enables the DB2 OLAP Server to
store data directly in IBM DB2 and other relational databases.
The DB2 OLAP Server utilizes the Hyperion Essbase OLAP engine
for data access, navigation, application programming
interfaces (APIs), application design and management and data
calculation. However, while Hyperion Essbase only stores data
in a specialized multidimensional data store, DB2 OLAP Server
also stores data in a relational database management system
using a star schema data structure. Thus, DB2 OLAP Server
provides the
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
capacity of industry leading relational databases, and can be
managed by familiar RDBMS systems management, backup, and
recovery tools. It also offers the advantage of providing
access to data in the star schema using standard SQL. The
requirement for an underlying relational database also means
that the DB2 OLAP Server leverages the existing skills of
information technology professionals
2.) Documentation: Softcopy
3.) Format: Object Code
4.) Documentation: on-line documentation, and related printed
documentation including the administration and install
manuals.
Note: Online documentation and the printed Essbase documentation set are
provided and maintained by Hyperion (AppSource).
b. DB2 OLAP Server Partitioning
l.) General description: DB2 OLAP Server Partitioning is a
collection of features that makes it easy to design and
administer databases that span DB2 OLAP Server applications or
servers. Partitioning can affect the performance and
scalability of Essbase/400 applications and provides more
effective response to organizational demands, reduced
calculation time, increased reliability and availability, and
incorporation of detail and dimensionality. Partitioning can
help users to:
a.) Synchronize the data in multiple partitioned
databases. DB2 OLAP Server tracks changes made to
values in a partition and provides tools for updating
the data values in related partitions.
b.) Synchronize the outlines of multiple partitioned
databases. DB2 OLAP Server tracks changes made to the
outlines of partitioned databases and provides tools
for updating related outlines.
c.) Allow users to navigate between databases with
differing dimensionality. When users drill across to
the new database, they can drill down to more
detailed data.
2.) Documentation: Soft copy and hard copy
3.) Format: Object Code
4.) Documentation: Online documentation printed Essbase
documentation set, and related printed documentation created
with Microsoft Word 97.
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
Note: Online documentation and the printed Essbase documentation set are
provided and maintained by Hyperion (AppSource).
c. DB2 OLAP Server Currency Conversion
1.) General description: DB2 OLAP Server Currency Conversion is an
option designed to help multinational companies that conduct
business in the local currency of the countries in which they
operate. DB2 OLAP Server Currency Conversion enables such
companies to convert data entered in the local currency of
various countries to a common currency that is used by the
world and regional headquarters for consolidation and
analysis. Any exchange rate scenario can be modeled and users
can even perform ad hoc currency conversions of data directly
from their spreadsheets.
2.) Documentation: Soft copy and hard copy
3.) Format: Object Code
4.) Documentation: Online documentation, printed Essbase
documentation set, and related printed documentation created
with Microsoft Word 97.
Note: Online documentation and the printed Essbase documentation set are
provided and maintained by Hyperion (AppSource).
d. DB2 OLAP Server SQL Drill Through
1.) General description - DB2 OLAP Server SQL Drill Through
provides tight linking between summary data residing in an
Essbase/400 multidimensional database and detail data residing
in the relational store for either the OLTP or data warehouse
repository. Using SQL Drill Through, users can automatically
create an SQL query that retrieves the detail data that
corresponds to a specific data cell residing in the DB2 OLAP
Server. The combination yields a powerful and full-featured
analytical environment.
2.) Documentation: Soft copy and hard copy
3.) Format: Object Code
4.) Documentation: Online documentation, printed Essbase
documentation set, and related printed documentation created
with Microsoft Word 97.
Note: Online documentation and the printed Essbase documentation set are
provided and maintained by Hyperion (AppSource).
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
e. DB2 OLAP Server Spreadsheet Toolkit
l.) General description: The DB2 OLAP Server Spreadsheet Toolkit
includes more than 20 macro and VBA functions that let users
build customized Microsoft Excel or Lotus 1-2-3 applications
that incorporate Essbase/400 commands. Commands such as
EssCascade, EssConnect, and EssDisconnect provide all of the
functionality of their corresponding Essbase/400 menu commands
and allow companies to easily customize the DB2 OLAP Server to
meet their particular business needs.
2.) Documentation: Softcopy and hardcopy
3.) Format: Object Code
4.) Documentation: Online documentation, printed Essbase
documentation set, and related printed documentation created
with Microsoft Word 97.
Note: Online documentation and the printed Essbase documentation set are
provided and maintained by Hyperion (AppSource).
f. OLAP Server Application Programming Interface (API)
l.) General description - Hyperion Essbase API lets you use
standard tools to create custom Hyperion Essbase applications
that take advantage of the robust data storage, retrieval, and
analytical capabilities of the DB2 OLAP Server. The API
supports C, C++, and other application development
environments.
2.) Documentation: Soft copy and hard copy
3.) Format: Object Code
4.) Documentation: Online documentation, printed Essbase
documentation set, and related printed documentation created
with Microsoft Word 97.
Note: Online documentation and the printed Essbase documentation set are
provided and maintained by Hyperion (AppSource).
g. SQL Interface (SQL Access)
1.) General description: This provides direct access to DB2
relational databases including DB2 UDB for AS/400, DB2 UDB for
S/390, and DB2 UDB for Unix and NT. The SQL Interface moves
data and business structures from diverse sources into the DB2
OLAP Server for access and analysis.
2.) Documentation: Softcopy
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
3.) Format: Object Code
4.) Documentation: Online documentation, printed Essbase
documentation set, and related printed documentation created
with Microsoft Word 97.
Note: Online documentation and the printed Essbase documentation set are
provided and maintained by Hyperion (AppSource).
h. Warehouse Manager Server
1.) General Description: Warehouse Manager Server is the OS/400
resident software which enables Warehouse Builder function (see i.) as
well as several other SHOWCASE STRATEGY Personal Computer software
components which are not covered by this agreement. Functionally, this
Deliverable will be similar to the Warehouse Manager Server software
provided by SHOWCASE to its customers. The ▇▇▇ support (described in
2.05) will not permit usage of features other than Warehouse Builder
and DB2 OLAP Server and related items.
2.) documentation: Softcopy
3.) format: Object Code
4.) Documentation: Online documentation created with Microsoft
Word 95 and RoboHelp 5.0, related printed documentation
created with Microsoft Word 97.
i. Warehouse Builder
1.) General description: Warehouse Builder is a powerful data
transformation product that allows users to convert data into
meaningful information within a relational data warehouse.
Specifically, Warehouse Builder has the power to transform and
simplify data as it is being moved. It can cleanse data to
make it more understandable to end users, summarize data at
the time of transfer, and track transaction history
information. Additionally, Warehouse Builder can automatically
populate Essbase/400 multidimensional databases, apply load
rules, initiate calculations, and run Essbase/400 routines
such as SQL data loads and dimension builds. These direct
links to Essbase/400 simplify and speed up the creation of the
multidimensional portion of a data warehouse. SHOWCASE will
include modules for DB2 NT sources, as well as DB2 AIX and DB2
MVS sources.
2.) Documentation: Softcopy
3.) Format: Object Code
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
4.) Documentation: Online documentation created with Microsoft
Word 95 and RoboHelp 5.0, related printed documentation
created with Microsoft Word 97.
j. Metadata Integration and VWP Processing
l.) General description:
Using the templates provided by Visual Warehouse (VW),
construct the business views and source/target definitions
that VW can manage. This process includes the reading of the
VW templates, filling in the information required with
metadata from the Warehouse Builder. The information required
includes:
a.) The definition of the source data being
manipulated/extracted by Warehouse Builder (Source
Information Resource in VW terms).
b.) The definition of the target data being produced by
Warehouse Builder (Target Information Resource in VW
terms).
c.) The definitions of the process applied to the source
data to produce the target data (Business Views in VW
terms).
d.) The definition of the applications that will execute
the scripts (VWPs in Visual Warehouse terms).
e.) The definition of the process flows (business view
cascade in VW terms).
Creation of the Visual Warehouse programs that will execute
the scripts on the OS platform that the scripts were written
for.
Initially, all of the above must work with Visual Warehouse V5.2 with
latest CSD. The metadata integration will be shipped with DLW #001 V2.0
as outlined in the "ShowCase Warehouse Builder's Visual Warehouse
metadata Interchange Program" dated 3/25/99.
In accordance with Section 2.07(n) of the License Agreement, SHOWCASE
will maintain the metadata transformation current with the releases of
DB2 Universal Database for UNIX/NT, as Visual Warehouse (in whatever
future form or under future names becomes part of that IBM program
product.
2.) documentation soft-copy
3.) format: Object Code
4.) documentation: end-user documentation, on-line documentation,
and other related written materials
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
k. Other
l.) General description: This category represents miscellaneous
software and documentation that is required to deliver a
complete solution. Examples include:
a.) client and host installation and setup software and
documentation
b.) product tutorials and sample files
c.) sample database files
2.) Documentation: Softcopy
3.) Format: Object Code
4.) Documentation: Online client documentation created with
Microsoft Word 95 and RoboHelp 5.0, online host documentation,
and related printed documentation created with Microsoft Word
97.
Note: Some sample files and demo database files are provided and maintained by
Hyperion (AppSource).
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
DESCRIPTION OF LICENSED WORK #002
1.0 GENERAL DESCRIPTION OF LICENSED WORK:
OLAP Starter-kit for AS/400
The Licensed Works to be part of the StarterKit Product include the following,
all as modified to work with and through the Relational and Multidimensional
database storage managers. The StarterKit Product will be pre configured for
only one user and unlimited processors, will include a limited time usage device
limiting operability to one hundred and eighty (180) days from the date of
installation, and will be shipped with every new AS/400, beginning with or as
near as reasonably practicable to the time of the GA of DLW #001 V2.0 in concert
with the AS/400 Division of IBM during at least the initial two (2) years of the
contract.
a. DB2 OLAP Server
1.) General description: DB2 OLAP Server is an enterprise-scale
on-line analytical processing system designed for a wide-range
of multidimensional reporting and analysis applications. The
DB2 OLAP server is based on the Hyperion Essbase OLAP server
with the integrated multidimensional data store of Hyperion
Essbase replaced with IBM's Relational Storage Interface
(RSI). The relational storage interface enables the DB2 OLAP
Server to store data directly in IBM DB2 and other relational
databases. The DB2 OLAP Server utilizes the Hyperion Essbase
OLAP engine for data access, navigation, application
programming interfaces (APIs), application design and
management and data calculation. However, while Hyperion
Essbase stores data in a specialized multidimensional data
store, DB2 OLAP Server also stores data in a relational
database management system using a star schema data structure.
Thus, DB2 OLAP Server provides the capacity of industry
leading relational databases, and can be managed by familiar
RDBMS systems management, backup, and recovery tools. It also
offers the advantage of providing access to data in the star
schema using standard SQL. The requirement for an underlying
relational database also means that the DB2 OLAP Server
leverages the existing skills of information technology
professionals.
2.) Documentation: Softcopy
3.) Format: Object Code
4.) Documentation: on-line documentation, and related printed
documentation.
Note: Online documentation and the printed Essbase documentation set are
provided and maintained by Hyperion (AppSource).
b. Warehouse Builder
1.) General description: Warehouse Builder is a powerful data
transformation product that allows users to convert data into
meaningful information within a relational data warehouse.
Specifically, Warehouse Builder has the power to transform and
simplify data as it is being moved. It can cleanse data to
make it more understandable to end users, summarize data at
the time of transfer, and
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
track transaction history information. Additionally, Warehouse
Builder can automatically populate Essbase/400
multidimensional databases, apply load rules, initiate
calculations, and run Essbase/400 routines such as SQL data
loads and dimension builds. These direct links to Essbase/400
simplify and speed up the creation of the multidimensional
portion of a data warehouse.
2.) Documentation: Softcopy
3.) Format: Object Code
4.) Documentation: Online documentation created with Microsoft
Word 95 and RoboHelp 5.0, related printed documentation
created with Microsoft Word 97.
c. Other
1.) General description: This category represents miscellaneous
SHOWCASE STRATEGY software and documentation that is required
to deliver a complete solution. Examples include:
a.) client and host installation and setup software and
documentation
b.) product tutorials and sample files
c.) sample database files
2.) Documentation: Softcopy
3.) Format: Object Code
4.) Documentation: Online client documentation created with
Microsoft Word 95 and RoboHelp 5.0, online host documentation,
and related printed documentation created with Microsoft Word
97.
Note: Some sample files and demo database files are provided and maintained by
Hyperion (AppSource).
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
ATTACHMENT
IBM Acceptance Criteria
Prior to IBM's acceptance of SHOWCASE's version of the Licensed Works, the
execution of SHOWCASE's tests must have been successfully demonstrated and
documented by SHOWCASE.
Prior to the start of acceptance test at IBM for each Licensed Work, all
SHOWCASE Deliverables for that Licensed Work (including executables, manuals,
online help and messages) must be available. IBM's acceptance test of the
Licensed Work as documented below initially targets the DB2 OLAP Server for
AS/400 and OLAP Starter-Kit for AS/400 driving the integration points with
Visual Warehouse and the DB2 OLAP Server.
A. DB2 OLAP SERVER For AS/400
1.0 Installation and Configuration
1. Installation
Installation procedures for the Licensed Work will be followed
as provided in the SHOWCASE documentation. Install tests will
be performed, at the discretion of IBM, using all
pre-requisite levels of OS/400 and NT operating systems. US
English configurations will initially be tested, followed by
non-English configurations to demonstrate NLS (SBCS, DBCS)
enablement and install.
IBM may, at its discretion, also run installation verification
programs (IVP), according to documentation, to demonstrate
successful installation of the "Licensed Works" on the AS/400
platform.
2. Configuration
Network configurations, using TCP/IP, will be tested to
demonstrate the inter-operability of the 13132 OLAP/400 Server
with:
l.) the ESSBASE Application Manager and ESSCMD
on a non-AS/400 operating platform (IBM
prefers that WinNT be used.)
2.) the SQL Interface for loading DB2 relational
data from a local DB2/400, remote DB2/400,
DB2/390 and DB2/UDB on AIX.
Various installation and configuration error scenarios must be
tested to ensure proper operation of exception handling
routines, error messages to log, end-user notifications, and
documented Help to guide problem resolution.
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
3. Removal
Verify the "un-install" of the DB2 OLAP/400 Server per
supplied documentation.
2.0 Information
SHOWCASE will provide IBM with all SHOWCASE product documentation. Such
information to include all program functions completely described; all
ordinary publication component content (such as the table of contents,
index, appendices, and so on); all information categories (book,
on-line help, messages) in their final form; and all graphics which
will not require re-work. If IBM needs to create any additional
documents, IBM will create this work but may reuse SHOWCASE
documentation as necessary.
3.0 National Language Support
1. Run National Language Support (NLS) and localization tests,
per supplied documentation and supplied sample data. National
language versions of the DB2 OLAP/400 server include
English/NLS, Japanese, and other language versions when
available.
2. SHOWCASE must follow IBM's Designing International Software
(6X09-1220) document or guidelines and report to IBM any
deviation for follow-up response/resolution.
4.0 Year 2000 Support
DB2 OLAP/400 must be shown to have the ability to handle date values
beyond Year 2000 and dates in and between the 20th and 21st centuries.
5.0 Performance, Scalability, and Reliability
1. Reliability Expectations:
a. Reliability is to be demonstrated by running without
incident the existing Hyperion ESSBASE tests suite. These
tests can be found on a CD from Hyperion under the directory
REGRESS. These tests cover server as well as client testing.
Most of the server tests run directly on the server, although
there are some client-side tests whose purpose is to test the
server. Therefore, in order to do complete server testing,
there are tests to be run from both the server and the client.
b. The tests include the Basic and Extended Acceptance test
suite (SACCEPT) as well as the Basic Regression test suite
(CALCS, CONTROL,
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
DATALOAD, DIMLOAD, LOGS, MULTCUBE, OUTLINES, REPORTS, and
VIRTUAL).
c. Concurrence and code quality are focus acceptance items in
this test. This test will be based on the test buckets
described above. At IBM's discretion, some or all of the above
may also be run by IBM. In such a case, IBM will obtain a
reasonable amount of assistance from SHOWCASE personnel for
the configuration and deployment of the Product components.
IBM and SHOWCASE will negotiate the required assistance on
Product documentation.
d. The AS/400 version of the Hyperion Test suites will be
provided to IBM by SHOWCASE.
2. Performance Expectations:
Using the OLAP Council's APB I Benchmark, APB1 metrics will be
collected by SHOWCASE for both the DB2 OLAP/400 Server and
Essbase/400. The difference between the performance metrics of
the two servers on the AS 400 platform will be a similar ratio
as that experienced between the native Essbase and the DB2
OLAP server on other platforms to constitute successful
performance exit criteria. Notwithstanding anything to the
contrary in this Agreement, SHOWCASE shall have no liability
or responsibility under or as a result of this Agreement
(whether pursuant to a warranty or any other term of this
Agreement) for any failure of the Products to meet the
performance requirements stated in the prior sentence, if such
failure is caused by limitations in the design of the OS/400
operating system, DB2 400, and the C compiler software, or the
AS/400 hardware.
6.0 CUPRIMDSO Measurements
1. Will be measured throughout the Beta program.
2. No Severity-1 problem remains open at Beta Program start.
SHOWCASE will also have bypasses available for all Severity-2
problems including a plan to resolve within 2 weeks after Beta
start.
3. Satisfaction level at the end of the program must be: Very
satisfied or Satisfied.
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
B. OLAP Starter-Kit For AS/400
1.0 Installation and Configuration
1. Installation
Installation procedures for the Licensed Work will be followed
as provided in the SHOWCASE documentation. Install tests will
be performed, at the discretion of IBM, using all
pre-requisite levels of OS/400 and NT operating systems. US
English configurations will initially be tested, followed by
non-English configurations to demonstrate NLS (SBCS, DBCS)
enablement and install.
IBM may, at its discretion, also run installation verification
programs (IVP), according to documentation, to demonstrate
successful installation of the "Licensed Works" on the AS/400
platform.
2. Configuration
Network configurations, using TCP/IP, will be tested to
demonstrate the inter-operability of the DB2 OLAP/400 Server
with:
1.) the ESSBASE Application Manager and ESSCMD on a
non-AS/400 operating platform (IBM prefers that WinNT
be used).
2.) the SQL Interface for loading DB2 relational data
from a local DB2/400, remote DB2/400, DB2/390 and
DB2/UDB on AIX.
Various installation and configuration error scenarios must be
tested to ensure proper operation of exception handling
routines, error messages to log, end-user notifications, and
documented Help to guide problem resolution.
3. Removal
Verify the "un-install" of the DB2 OLAP/400 Server per
supplied documentation.
2.0 Information
SHOWCASE will provide IBM with all SHOWCASE product documentation. Such
information to include all program functions completely described; all
ordinary publication component content (such as the table of contents,
index, appendices, and so on); all information categories (book,
on-line help, messages) in their final form; and all graphics which
will not require re-work. If IBM needs to create any additional
documents, IBM will create this work but may reuse SHOWCASE
documentation as necessary.
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
3.0 National Language Support
1. Run National Language Support (NILS) and localization tests,
per supplied documentation and supplied sample data. National
language versions of the "Licensed Works" include English/NLS,
Japanese, and other language versions when available.
2. IBM will report any significant deviations from IBM's
Designing International Software (6X09-1220) document or
guidelines to SHOWCASE for response/resolution.
4.0 Year 2000 Support
Licensed Works will be tested for ability to handle date values beyond
Year 2000 and dates in and between the 20th and 21st centuries.
5.0 Performance, Scalability, and Reliability
1. Reliability Expectations:
a. Reliability is to be demonstrated by running without
incident the existing Hyperion ESSBASE tests suite. These
tests can be found on a CD from Hyperion under the directory
REGRESS. These tests cover server as well as client testing.
Most of the server tests run directly on the server, although
there are some client-side tests whose purpose is to test the
server. Therefore, in order to do complete server testing,
there are tests to be run from both the server and the client.
b. The tests include the Basic and Extended Acceptance test
suite (SACCEPT) as well as the Basic Regression test suite
(CALCS, CONTROL, DATALOAD, DIMLOAD, LOGS, MULTCUBE, OUTLINES,
REPORTS, and VIRTUAL).
c. Concurrence and code quality are focus acceptance items in
this test. This test will be based on the test buckets
described above. At IBM's discretion, some or all of the above
may also be run by IBM. In such a case, IBM will obtain a
reasonable amount of assistance from SHOWCASE personnel for
the configuration and deployment of the Product components.
IBM and SHOWCASE will negotiate the required assistance on
Product documentation.
d. The AS/400 version of the Hyperion Test suites will be
provided to IBM by SHOWCASE.
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
2. Performance Expectations:
Using the OLAP Council's APB I Benchmark, APBI metrics will be
collected by SHOWCASE for both the DB2 OLAP/400 Server and
Essbase/400. The difference between the performance metrics of
the two servers on the AS 400 platform will be a similar ratio
as that experienced between the native Essbase and the DB2
OLAP server on other platforms to constitute successful
performance exit criteria.
6.0 New Function
The Product must perform to specifications as documented in SHOWCASE
documentation supplied to IBM. Tests will be run to test enhancements
and new functions.
The list below itemizes the areas to be tested, but testing is not
necessarily limited to these functions:
1. Multi-user operation as described in scalability
section above;
2. Performance related functions to be verified as
described in performance section above;
3. Use of any system exit routines for accounting,
access validation, debugging, and performance
monitoring; and
4. Security and authentication testing of multi-user
data servers.
7.0 CUPRIMDSO Measurements
1. Will be measured throughout the Beta program.
2. No Severity-1 problem remains open at Beta Program
start. SHOWCASE will also have bypasses available for
all Severity-2 problems including a plan to resolve
within 2 weeks after Beta start.
3. Satisfaction level at the end of the program must be:
Very satisfied or Satisfied.
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
ATTACHMENT
ROYALTIES
Product Minimum Royalties
Royalty
-------
US EMEA AP LA
-- ---- -- --
DB2 OLAP for OS/400
(*)
OLAP Toolkit which includes the following:
(*)
Partitioning Option
(*)
Warehouse Builder
(*)
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
ATTACHMENT
Schedule
Milestones Date
---------- ----
a. Execution of this Agreement (*)
b. SHOWCASE's delivery of the Licensed Works in DLW #001 V1.1 which substantially complies (*)
with its specifications
c. Successful completion of IBM's testing of the Licensed Work for DLW #001 V1.1 (*)
d. Receipt of the completed Certificate of Originality for the Licensed Work for DLW #001 (*)
e. Receipt of the completed Certificate of Originality for the Licensed Work for DLW #002 (*)
f. Receipt of documentation for translation of DLW #001 V1.1 (*)
g. Planned start of beta customer test for DB2 OLAP Server V1.1 (*)
h. Planned end of beta customer test for DB2 OLAP Server V1.1 (*)
i. SHOWCASE's delivery of the RSI OS/400 ported Source Code (*)
j. Receipt of Japanese translation and documentation for DLW #001 V1.1 (*)
k. SHOWCASE to fix reported Sev 1 & 2 problems for DLW #001 V 1.1 English version (*)
1. Receipt of final build of media and documentation by IBM for DLW # 001 V1.1 English (*)
version
m. Planned announcement of DB2 OLAP Server V1.1 (*)
n. SHOWCASE to fix reported Sev 1 & 2 problems for DLW #001 V 1.1 Japanese version (*)
o. Receipt of final build of media and documentation by IBM for DLW # 001 V 1.1 Japanese (*)
version
p. Planned GA of DB2 OLAP Server V1.1 - English Version (*)
q. Planned GA of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇.▇ - ▇▇▇ (*)
r. SHOWCASE's delivery of the Licensed Works in DLW #001 V 2.0 which substantially complies (*)
with its specifications
s. SHOWCASE's delivery of the Licensed Works in DLW #002 V 2.0 which substantially complies (*)
with its specifications
t. Successful completion of IBM's testing of the Licensed Work for DLW #001 V2.0 (*)
u. Successful completion of IBM's testing of the Licensed Work for DLW #002 V2.0 (*)
v. Planned start of beta customer test for DB2 OLAP Server V2.0 (*)
w. Planned start of beta customer test for StarterKit V2.0 (*)
x. Receipt of final build of media and documentation by IBM for DLW #001 V2.0 and DLW #002 (*)
V2.0
y. Planned announcement of DB2 OLAP Server V2.0 (*)
z. Planned GA of DB2 OLAP Server V2.0 & StarterKit V2.0 (*)
This schedule is for planning purposes and may be changed upon mutual agreement
of the parties.
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
ATTACHMENT
TESTING, MAINTENANCE AND SUPPORT
The following are SHOWCASE's and IBM's maintenance and support responsibilities
with regard to a Product once it is made generally available to customers;
SHOWCASE's responsibilities are limited to that Code and documentation which
were supplied to IBM by SHOWCASE, specifically excluding that Code and
documentation initially provided to SHOWCASE by IBM.
1.0 Definitions
Capitalized terms in this Attachment have the following meanings.
1.1 APAR is the completed form entitled "Authorized Program Analysis Report"
that is used to report suspected Code or documentation errors, and to request
their correction.
1.2 APAR Closing Codes are the established set of codes used to denote the final
resolution of an APAR. IBM will identify APAR Closing Codes prior to the start
of the maintenance obligations.
1.3 APAR/PMR Severity Levels are designations assigned by IBM to errors to
indicate the seriousness of the error based on the impact that the error has on
the customer's operation:
a. Severity 1 is a critical problem. The customer cannot use the
Product or there is a critical impact on the customer's operations
which requires an immediate solution;
b. Severity 2 is a major problem. The customer can use the Product, but
an important function is not available or the customer's operations are
severely impacted;
c. Severity 3 is a non-critical problem. The customer can use the
Product with some functional restrictions, but it does not have a
severe or critical impact on the customer's operations;
d. Severity 4 is a minor problem that is not significant to the
customer's operations. The customer may be able to circumvent the
problem.
1.4 APAR Correction Times are the objectives that SHOWCASE must achieve for the
resolution of errors and distribution of the correction to IBM.
a. "Severity 1" requires maximum effort support until an emergency fix
or bypass is developed and available for shipment to IBM. Critical
situations may require customer, IBM and SHOWCASE personnel to be at
their respective work locations or available on an around-the-clock
basis. The objective will be to provide relief to the customer within
24 hours and provide a final solution or fix within 7 days;
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
b. "Severity 2" on a best effort basis, be resolved (i.e. fixed or
bypassed) within fourteen (14) calendar days;
c. "Severity 3" on a best effort basis, be resolved (i.e. fixed or
bypassed) within fourteen (14) calendar days;
d. "Severity 4" on a best effort basis, be resolved (i.e. fixed or
bypassed) within twenty one (21) calendar days.
The calendar days begin when SHOWCASE creates the APAR and supporting
documentation and end when the Error Correction or other resolution is shipped
to IBM. IBM will consider exceptions from these objectives when warranted by
technical or business considerations.
1.5 Developer Test Systems are an appropriate configuration of installed
hardware and software that SHOWCASE maintains which is representative of typical
customer installations for the Product. These Developer Test Systems will
contain, at a minimum, the following:
a. the current and current minus 1 level of the Product;
b. the current and current minus 1 level of the
prerequisite/co-requisite hardware and software that IBM specifies to
SHOWCASE; and
c. specific fix-packs as required.
The Developer Test Systems will consist of the appropriate configured
workstations only unless IBM specifies and provides SHOWCASE other equipment at
no charge.
1.6 IBM Test Systems are an appropriate configuration of installed hardware and
software that IBM maintains which is representative of typical IBM customer
installations using the Product. These test systems will contain, at a minimum,
a level of prerequisite/co-requisite hardware and software that is correspondent
with that of the Developer Test Systems.
1.7 Maintenance Level Service is the service provided when a customer identifies
an error.
a. Level 0 is the service provided on the phone with a customer when
the customer first reports a problem or issue.
b. Level 1 is the service provided in response to the customer's
initial phone call identifying an error.
c. Level 2 is the service provided to reproduce and attempt to correct
the error or to find that the service provider cannot reproduce the
error.
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
d. Level 3 is the service provided to isolate the error at the
component level of the Code. The service provider distributes the Error
Correction or circumvention or gives notice if no Error Correction or
circumvention is found.
1.8 Problem Determination is the process of determining whether a problem is
being caused by hardware, software or documentation.
1.9 Problem Management Record ("PMR") is a record created when a customer makes
the initial support request. This record becomes a part of the Problem
Management System database and records the essential information about the
customer question or problem.
1.10 Problem Management System ("PMS") is an internal IBM developed software
system used to record customer demographic information and encode data about the
reported question or problem. The PMS will contain call records and document
call activity, including the recording and tracking of all questions and
problems to final resolution. The PMS can be used to verify that each customer
is "entitled" to program support.
1.11 Problem Source Identification is the process of determining which software
or documentation component is failing or attributing the failure to some
external cause such as a customer error or no trouble found.
1.12 Reader Comment Form ("RCF") is the form which is used to record errors and
comments on the documentation. The RCF is generally the last page of a manual or
brochure. The customer completes it and mails it to the address specified.
2.0 Maintenance and Support Responsibilities
2.1 The parties will agree to the specific details of the process flow each will
follow to resolve customer calls for requests for support 30 days prior to the
general availability of the Product.
2.2 SHOWCASE will provide IBM electronic (soft copy) information on any known
problems in the Licensed Work and the workarounds and solutions, if available,
within 30 days of the Effective Date of this Agreement.
2.3 Product customers will initiate requests for support by contacting IBM. IBM
will perform the following maintenance Level 0 support responsibilities, as
described below. IBM will:
a. ensure customer entitlement;
b. create the PMR; and
c. obtain from the customer a brief description of the problem.
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
Note: The parties agree that subsequent contact by a customer for an existing
PMR will also be via Level 0. Level 0 will create a secondary PMR and pass to
▇▇▇▇▇ ▇, who will handle or route to Level 2 as appropriate. If Level 2 or Level
3 have feedback for a customer on an existing problem, they may contact the
customer directly (at their discretion) and update the PMR accordingly, or they
may create a secondary PMR and route it back to Level 1 for routing to the
customer.
IBM will perform the following ▇▇▇▇▇ ▇ support responsibilities to verify its
severity:
d. search the IBM database for known problems;
e. respond to customer within defined response objectives below;
Responsiveness* ON-SHIFT OFF-SHIFT
Priority Time Objective Time Objective
Priority 1 60 Minutes 120 Minutes
Priority 2 120 Minutes 240 Minutes
Priority 3\4 120 Minutes 240 Minutes
* Note: The On-Shift is considered to be IBM's normal support hours which are
defined to be Monday through Friday, 5:00am to 5:00pm Pacific Time excluding
national holidays. All other times are considered to be off-shift. OFF-SHIFT
procedures are documented in the DB2 OLAP Contact Reference File (CRF) on
RETAIN. This file lists hours of business, queue names and IBM contact
information for both Level 1 and management escalation (names, phone/fax/beeper
numbers and e-mail addresses). This information will be made available to
SHOWCASE.
f. provide the available resolution to the customer if the
problem is known;
g. gather relevant customer documentation where possible;
h. update the PMR, documenting Level 1 actions;
i. recommend local IBM assistance as required; and
j. if no resolution, pass the PMR to Level 2.
IBM will be the initial customer contact point for questions, problems and
assistance concerning the Product. IBM may use a third party to perform its
obligations.
2.4 Thirty days prior to general availability of the Product, SHOWCASE will
establish a process to check incoming electronic requests for ▇▇▇▇▇ ▇ and Level
3 support at least twice daily.
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
2.5 SHOWCASE will perform the following ▇▇▇▇▇ ▇ and Level 3 support
responsibilities.
a. Level 2 SHOWCASE will:
1.) receive the PMR from IBM Level 1 within the following defined
response objectives;
Responsiveness* ON-SHIFT OFF-SHIFT
Priority Time Objective Time Objective
Priority 1 60 Minutes 120 Minutes
Priority 2 120 Minutes 240 Minutes
Priority 3\4 120 Minutes 240 Minutes
* Note: The On-Shift is considered to be SHOWCASE's normal support hours which
are defined to be Monday through Friday, 8:30am to 5:00pm CST excluding national
holidays. All other times are considered to be Off-shift. OFF-SHIFT procedures
will be supplied to IBM and documented in the DB2 OLAP Contact Reference File
(CRF) on RETAIN. Information will include hours of business, queue name and
SHOWCASE contact information for both Level 2 and management escalation (names,
phone/fax/beeper numbers and e-mail addresses).
2.) analyze problem symptoms and gather additional data from the
customer as required;
3.) recreate the problem on the Developer Test System;
4.) determine if the error is due to improper installation of the
Product by the customer;
5.) determine if the suspected error is due to prerequisite or
operationally related equipment or software at the customer
location;
6.) attempt a bypass or circumvention for high impact problems,
i.e., Severity 1 and 2;
7.) if no resolution and the problem appears to be a newly
discovered Code or documentation error, create an APAR record
and set APAR severity; and
8.) update the PMR, documenting ▇▇▇▇▇ ▇ actions. Daily updates by
Level 2 SHOWCASE personnel are required for Severity 1 PMRs.
b. Level 3 SHOWCASE will:
1.) receive the APAR/PMR and supporting documentation and
materials;
2.) analyze the problem symptoms and diagnose the suspected error;
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
3.) notify ▇▇▇▇▇ ▇ if additional information, materials or
documentation are required;
4.) attempt to recreate the problem on the Developer Test System,
if required;
5.) assist in Level 2 in attempting to develop a bypass or
circumvention for high impact problems, e.g., Severity 1 and
2;
6.) determine if Error Corrections are required to the Licensed
Work;
7.) if Error Corrections are required to the Licensed Work,
provide Error Corrections to IBM in the APAR format specified
by IBM (SHOWCASE will provide such Error Corrections for the
English language version and the Japanese version as
translated by SHOWCASE in accordance with Section 2.10 of this
Agreement);
8.) return all APARs to IBM with one of the defined APAR Closing
Codes assigned, including text describing the resolution of
the error. In the event a Code error was found, provide the
rationale for the closing of the APAR;
9.) provide resolution to APARs according to the assigned APAR
Severity Level and within the defined APAR Correction Time.
The APAR Correction Times include building, testing,
certifying successful tests of Error Corrections, and
packaging for shipment to IBM any applicable Error Corrections
in the format specified by IBM;
10.) receive technical questions, and supporting documentation and
materials;
11.) analyze the technical questions and provide answers to IBM;
12.) provide technical backup support to IBM on the Product as
provided above. In addition, SHOWCASE will provide assistance
in answering questions that may arise concerning the operation
and use of the Licensed Work that cannot be resolved by IBM;
and
13.) close out the problem record with the customer.
2.6 If SHOWCASE is in need of IBM sales/account management assistance, SHOWCASE
should notify Level 1, via a PMR and/or phone call. Level 1 will determine what
action will be taken.
2.7 For IBM World Trade customers the problem flow will differ as follows to
that described in Sections 2.3, 2.4 and 2.5. IBM World Trade customers will call
their own Level 0 in-country, who will create a PMR which will be handled
initially by the in-country Level 1. If unresolved, the in-country Level 1
passes the PMR to the designated Level 1 queue (as per Section 2.3(d) to (j) of
this Attachment). If unresolved by ▇▇▇▇▇ ▇, procedures continue as per this
Attachment to
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
▇▇▇▇▇ ▇ and 3. When Level 2/3 have feedback for the World Trade customer, the
PMR is passed via Level 1 to the in-country ▇▇▇▇▇ ▇ for relay to World Trade
customer.
2.8 At least twice a year , SHOWCASE will provide a corrected version of the
Licensed Work that includes all Error Corrections to the Licensed Work.
Additional corrected versions of the Licensed Work will be provided as
determined and mutually agreed to by IBM and SHOWCASE in the event they become
necessary due to the frequency or severity of newly discovered defects. In order
to provide Error Corrections, SHOWCASE will maintain a current copy of the
Product.
PTF Maintenance Strategy should be as closely in-line with that for the AS/400
platform as possible. The Program Maintenance Strategy should include:
o Preventive Service (Cumulative PTF packages, service packs, and group
PTF packages)
o Corrective Service (Single PTFs including high-impact and pervasive
(HIPER) PTFs)
SHOWCASE commits to the following strategy: Scheduled fixes are cumulative and a
new fix includes and supersedes all previous fixes. Client fixes are
self-extracting executable patch programs. Host (OS/400) fixes are
self-extracting executables that can be uploaded from the PC to the AS/400 into
a save file and applied using the STRATEGY PTF application program. Emergency
fixes (Severity 1) are not cumulative when distributed initially, and are
typically included as well in the next scheduled cumulative patch build.
This is very similar to how the AS/400 PTF strategy works today.
2.9 SHOWCASE will maintain procedures to ensure that new Error Corrections are
compatible with previous Error Corrections.
2.10 Packaging and distribution of Error Corrections (PTFs) and migration Code
will be done as mutually agreed to by IBM and SHOWCASE.
2.11 SHOWCASE will create APARs in the RETAIN system that record product
failures that have occurred since the base level of code that the Licensed Work
is based on. These APARs will be created prior to GA of the product.
3.0 RETAIN Access and APAR Management
3.1 IBM will provide SHOWCASE with access to IBM's RETAIN system (IBM's system
used to manage and process PMRs and APARs) as necessary for SHOWCASE to perform
its Maintenance and Support obligations as required in this Agreement. IBM will
set up a unique RETAIN queue for SHOWCASE use, to facilitate this access and
enable SHOWCASE-IBM communications on the RETAIN database. Thirty (30) days
prior to general availability of the Licensed Works, SHOWCASE will establish a
process to check PMR activity on the IBM RETAIN system during normal business
hours and provide IBM with a number to call for offshift hours. IBM will provide
sign-on IDs for the IBM RETAIN system. SHOWCASE will
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
be responsible for the connection to the IBM network and all hardware and
software used to connect and communicate with the IBM RETAIN system. SHOWCASE
will be responsible for any charges or expenses relating to the hookup and
network charges for accessing the system.
3.2 Generally, APARs will originate from IBM customers reporting problems or
sending in Reader Comment Forms. SHOWCASE will also report to IBM as APARs all
valid errors discovered by SHOWCASE or SHOWCASE's customers, and will open AFAR
records on RETAIN in these instances. After receiving an APAR, IBM/SHOWCASE will
assign an APAR number and Severity Level, and forward the APAR to SHOWCASE/IBM
for attention and action.
3.3 For verified APARs for the Licensed Work, SHOWCASE will provide Error
Corrections as set out below within the applicable APAR Correction Times:
a. the fix to the Object Code in machine-readable form including a hard
copy description of the Error Corrections (which may include a paper
submission of the Error Corrections) and
b. for a procedural workaround, the corrected procedure in
machine-readable form.
3.4 Reader Comment Forms received by IBM that do not form the basis of an APAR
will be forwarded to SHOWCASE for proper and prompt handling as appropriate.
4.0 General
4.1 SHOWCASE will provide to IBM the name and phone numbers of SHOWCASE's
personnel to contact when high priority problems are encountered outside of
normal working hours that require immediate assistance. SHOWCASE's normal
working hours are defined as 8:30 AM to 5:00 PM, Monday through Friday, Central
Time.
4.2 SHOWCASE will provide to IBM, on request, information regarding the status
of reported APARs related to the Licensed Work.
4.3 It is desirable that IBM report APARs and status requests to SHOWCASE via an
electronic interface and that SHOWCASE send APAR Error Corrections, status
updates and requests for additional documentation to IBM via the same interface.
IBM and SHOWCASE will jointly plan the electronic system. Each party is
responsible for funding the costs of this interface at its location.
4.4 Critical situations may require the parties to use the telephone for
immediate communications. The parties will follow such communications via the
electronic interface for tracking and recording purposes. Each party is
responsible for funding the costs of this communication at its location.
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
Critical Situation Support is now known as Customer Complaint Support within
IBM. If a Customer Complaint is received during prime shift periods, and may
require on-site support, the IBM Software Solutions Customer Satisfaction Office
(SWS CSPO) will assign a Resolution Team Leader (RTL) to manage the Customer
Complaint. A Customer Complaint or Complaint in Critical Status can be
identified by either an IBM Representative or by a customer, and may exist with
identified Severity 1 conditions.
An IBM representative can enter the customer complaint via the IBM INTRANET
website or directly into the worldwide customer complaint Management Tool (CMT).
The customer may call 1-800-IBM-4YOU and they will enter a complaint for them.
When a Customer Complaint is identified by an entry into CMT, the entry requires
the complaint entry person to identify the customer's dissatisfaction, product
or area, and any specific PMR causing distress. The complaint is then routed to
the appropriate Customer Satisfaction Project Office (CSPO). The CSPO will then
assign a Resolution Team Leader (RTL) to manage the complaint.
The Santa ▇▇▇▇▇▇ Laboratory (STL) Duty Manager (after hours) can and will
receive Customer Complaints if the customer has called IBM Support offshift for
assistance and identified their problem as a complaint. It will be routed to the
STL Duty Manager (after hours only) as identified in the CONTACT REFERENCE FILE
on RETAIN.
The management points of any Customer Complaint involving the Product will be
between the Manager of Support in the U.S., the SWS CSPO, and SHOWCASE as
needed. It is mutually understood that the ownership of the account belongs to
IBM and therefore management of a customer complaint will be the responsibility
of IBM. SHOWCASE's part in any customer complaint resolution will be limited to
resolving the product defects that may be part of the customer's
dissatisfaction.
4.5 In circumstances where materials have to be exchanged using facsimile or
courier services, each party is responsible for funding the costs of these
exchanges via facsimile or courier services at its location.
4.6 SHOWCASE will participate in monthly telephone conference calls with IBM to
review the status and performance of the parties' obligations. These calls may
be scheduled more or less frequently as agreed to by the Technical Coordinators.
Each party is responsible for funding the costs of these conference calls at its
location.
(*) Denotes confidential information that has been omitted and filed separately,
accompanied by a confidential treatment request, with the Securities Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
