INTELLIGENT CONFIGURATION MANAGEMENT(TM)
SOFTWARE PRODUCT LICENSE
This agreement ("Agreement") is made on ____________, 1998 between
METALOGICS, INC., a Delaware corporation, with its principal place of business
at ___________________________ (the "Licensor"), and
____________________________, a _________ corporation, with its principal place
of business at ____________________________________________ (the "Licensee").
RECITALS
A. The Licensor has developed certain software products and accompanying
documentation (the "Software" and "Documentation" respectively, as
further defined below and in the attached Schedule) marketed by
Licensor under the trademark "INTELLIGENT CONFIGURATION MANAGMENT."
B. The Licensor wishes to grant to the Licensee, and the Licensee wishes
to accept from the Licensor, a license to use the Software and
Documentation on the terms and conditions set forth in this Agreement.
IN CONSIDERATION OF THE FOREGOING RECITALS and of the mutual promises contained
in this Agreement, the parties agree as follows:
1. DEFINITIONS
The following terms shall have the meanings set forth below:
1.1 "Access Codes" mean the security codes issued by the Licensor
to the Licensee to enable users to access the Software.
1.2 "Documentation" means the standard documentation developed by
the Licensor to support the Software available on the Internet
as of the date of this Agreement, and any updates thereto that
Licensor may make available from time to time.
1.3 "Fields of Use" means the fields of use set forth in the
Schedule, if any.
1.4 "Fees" means the amounts payable by the Licensee to the
Licensor as set forth in the Schedule.
1.5 "Permitted Number of Servers" means the maximum number of
computer servers upon which the Software and Documentation may
be loaded at any time, as set forth in the Schedule.
1.6 "Permitted Number of Users" means the maximum number of users
who can concurrently access the Software and Documentation
using Access Codes at any time, as set forth in the Schedule.
1.7 "Program Concepts" means the techniques and ideas embodied and
expressed in the Software, including the structure, sequence
and organization of the Software.
1.8 "Proprietary Information" means the Software, Documentation
and Program Concepts, any archival or back-up copies thereof,
and any information which has been identified as proprietary
by the disclosing party. "Proprietary Information" shall not
include information which the disclosing party can show (1)
was in its possession prior to the disclosure made by the
non-disclosing party; (2) subsequently came into the
disclosing party's possession through channels independent of
the non-disclosing party and in a manner that was not in
violation of any obligation of confidentiality; (3) was
independently developed by employees of the non-disclosing
party who had not had access to the confidential information
or trade secret; (4) entered the public domain through no
fault of the disclosing party; or (5) is disclosed or used
with the prior written permission of the non-disclosing party.
1.9 "Schedule" means the schedule attached to this Agreement and
forming part of this Agreement.
1.10 "Software" means (a) all software components in machine
readable and/or printed form delivered by the Licensor to the
Licensee pursuant to this Agreement, as identified in the
Schedule together with such additional software components in
machine readable form that Licensor agrees in writing to
provide to Licensee from time to time; and (b) any full or
partial copies of the foregoing software.
1.11 "Technical Support" means the technical support and
maintenance services to be provided by the Licensor to the
Licensee as set forth in the Schedule and/or a separate
Software Support Agreement between the parties.
1.12 "Trademarks" means the trademarks, service marks and trade
names of the Licensor wherever used or registered.
1.13 "Use" means copying or loading any portion of any part of the
Software and Documentation from storage units or media into
any equipment for processing, or using the Software and/or
Documentation once so loaded, or the operation of any machine
instruction or procedure using any part of the Software and/or
Documentation, or using any of the Documentation supplied with
the Software, as may be further limited to Fields of Use set
forth in the Schedule, if any.
2. GRANT OF LICENSE.
2.1 Grant of License. Subject to the provisions contained herein,
the Licensor hereby grants to Licensee and Licensee hereby
accepts a non-exclusive, non-assignable (except as expressly
permitted in Section 11.4 below) license to Use the Software
and Documentation, or portions thereof, with respect to the
Permitted Number of Servers and Permitted Number of Users.
2.2 Access Codes. The Licensor shall provide the Licensee with
Access Codes for the Permitted Number of Users.
3. TECHNICAL SUPPORT
3.1 Technical Support. During the warranty period the Licensor
shall provide the Licensee with such Technical Support as is
specified in the Schedule.
4. PRICE, PAYMENT AND DELIVERY
4.1 Fees. The Licensee shall pay to the Licensor the Fees at
such times and at such rates as are specified in the Schedule.
4.2 Delivery. Unless an alternative method of delivery of the
Software and the Documentation is specified in the Schedule,
the Software and Documentation will be deemed to be delivered
when the Licensee has physical possession of the Software and
Documentation and the Licensor has provided the Access Codes
to the Licensee for the Permitted Number of Users.
4.3 Taxes and other Imposts. The Licensee is responsible for all
taxes (except taxes based on the Licensor's income), duties,
levies, excises or tariffs, related to the Software and the
Documentation.
4.4 Late Payment. If any amounts due under this Agreement are not
paid when due, the Licensor may, at its option, without
further notice to the Licensee, and without limiting the
Licensor's other available remedies:
(a) suspend its further obligations to the Licensee
under this or any other agreement between the
Licensor and the Licensee; and
(b) in the event that such amounts remain unpaid thirty
(30) days after receipt by Licensee of written notice
from Licensor that such amounts are overdue, in its
discretion exercise any of its termination rights
under this Agreement. In such case the Licensee must
cooperate with the Licensor.
4.5 Survival of Obligations. The obligations of the Licensee under
this Article to pay all amounts accrued prior to the effective
date of termination will survive termination of this Agreement
and will continue in full force and effect thereafter.
5. LIMITED WARRANTY
5.1 Limited Performance Warranty and Warranty Period. The Licensor
warrants that, for a period of one hundred and eighty (180)
days from the date of delivery (the "Warranty Period"), the
Software, if operated as directed in the Documentation, will
substantially achieve the functionality described in the
Documentation. The Licensor does not warrant, however, that
the Licensee's use of the Software will be uninterrupted or
that the operation of the Software will be error-free or
secure. Notwithstanding the foregoing, Licensee acknowledges
and agrees that complete Year 2000 compatibility depends on a
variety of factors, including without limitation, third party
software, hardware and data feeds over which neither Licensor
nor Licensee have control and that Licensee's systems may
therefore experience Year 2000 compatibility problems.
5.2 Title Warranty. The Licensor represents and warrants that, to
its knowledge, the Software and the Documentation do not
infringe any valid copyright, patent, trade secret or other
intellectual property right of any third party. In the event
of any such claimed infringement, Licensor will, at its own
expense, defend Licensee against such claim. If in any suit or
proceeding based on such claim, the Software and/or
Documentation is held to infringe the intellectual property of
any third party, Licensor shall, at its own option and
expense, (1) promptly procure the right for continued Use of
such Software and/or Documentation by Licensee, (2) promptly
replace or modify such Software and/or Documentation so that
it becomes non-infringing or (3) return to Licensee all
payments made under this Agreement and terminate the license
granted hereunder.
5.3 The Licensor's Obligation to Correct or Replace Defects. The
Licensor's sole liability for any breach of the Performance
Warranty in Article 5.1 shall be, in the Licensor's sole
discretion:
(a) to repair or replace the Licensee's defective
Software; or
(b) to advise the Licensee how to achieve substantially
the same functionality with the Software as described
in the Documentation through a procedure different
from that set forth in the Documentation; or
(c) if the above remedies are impracticable, to refund
the Fees that the Licensee paid for the Software.
5.4 Repaired or Replaced Software and Documentation. Repaired or
replaced Software and Documentation shall be covered by this
limited warranty for the period remaining under the warranty
that covered the original Software, or if longer, for thirty
(30) days after the date:
(a) of delivery to the Licensee of the repaired or
replaced Software; or
(b) the Licensor advised the Licensee how to operate the
Software so as to achieve the functionality described
in the Documentation.
5.5 Licensee Defect Reports The Licensor will have no warranty
obligation unless:
(a) the Licensee informs the Licensor, during the
applicable warranty period, of a failure of the
Software to achieve the functionality described in
the Documentation; and
(b) the Licensee provides evidence of the date the
Licensee purchased a license to the Software.
The Licensor will use reasonable commercial efforts to repair,
replace, advise or refund pursuant to the foregoing warranty
within five (5) days of being so notified.
5.6 EXPRESS DISCLAIMER. THE WARRANTIES SET FORTH IN THIS ARTICLE 5
ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY THE
LICENSOR. THE LICENSOR DISCLAIMS ALL OTHER WARRANTIES EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY
LAW CANNOT BE VALIDLY DISCLAIMED. THE PROVISIONS OF THIS
SECTION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS
AGREEMENT. NO LICENSOR DEALER, AGENT, OR EMPLOYEE IS
AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS
TO THIS WARRANTY.
5.7 Scope of Warranty. If any modifications are made to the
Software by the Licensee during the warranty period or if the
Licensee violates the terms of this Agreement, then this
warranty shall immediately be terminated. This warranty shall
not apply if the Software is used on or in conjunction with
hardware or software other than the unmodified version of
hardware and software with which the Software was designed to
be used as described in the Documentation.
5.8 Post-Warranty Maintenance and Upgrades. In the event that
Licensee wishes to receive technical support and upgrades
following the expiration of the Warranty Period, Licensee may
obtain Licensor's standard maintenance and upgrade services
upon payment of the annual fee set forth on the schedule.
5.9 Survival of Obligations. The obligations, rights and remedies
of the Licensee and the Licensor under this Article will
survive termination of this Agreement and will continue in
full force and effect thereafter.
6. LIMITATION OF LIABILITY
6.1 EXCLUSION OF DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO
LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL THE LICENSOR
OR THE LICENSEE, OR THEIR RESPECTIVE SUPPLIERS OR RESELLERS,
BE LIABLE TO THE OTHER OR ANY OTHER PARTY FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER
INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL,
WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL
OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL THE
LICENSOR OR THE LICENSEE BE LIABLE FOR ANY DAMAGES IN EXCESS
OF THE AMOUNT THE LICENSOR RECEIVED FROM THE LICENSEE FOR A
LICENSE TO THE SOFTWARE, EVEN IF SUCH PARTY SHALL HAVE BEEN
INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM
BY ANY OTHER PARTY.
6.2 Survival of Obligations. The agreements of the Licensee and
the Licensor under this Article will survive termination of
this Agreement and will continue in full force and effect
thereafter.
7. PROPRIETARY RIGHTS
7.1 Title and Ownership. Title and ownership of all proprietary
rights in the Software and Documentation, including any
copyright, patent, trade secret, Trademarks, trade name or
other intellectual property right, will at all times remain
the property of the Licensor or its licensors and/or
suppliers. This section shall survive termination of the
Agreement.
7.2 Modifications and Enhancements. This Agreement does not grant
the Licensee any right to any enhancement or update to the
Software and Documentation. The Licensor may from time to time
offer enhancements or updates to the Software and
Documentation as and when they become available at the
Licensor's then current list price. The Licensee is under no
obligation to accept such enhancements or updates.
7.3 Copyright and Copying. Unless otherwise provided for in the
Schedule, the Licensee shall not:
(a) knowingly or negligently permit other individuals to
Use the Software and Documentation except in
accordance with the terms and conditions of this
Agreement;
(b) modify, translate, reverse engineer, decompile,
disassemble (except to the extent applicable laws
specifically prohibit such restriction), or create
derivative works based on the Software;
(c) publish or provide any results of benchmark tests run
on the Software to a third party without the
Licensor's prior written consent;
(d) rent, lease, grant a security interest in, or
otherwise transfer rights to the Software or
Documentation except as specifically permitted herein
(e) exceed the Permitted Number of Users except as put
forth in the schedule.
The obligations of the Licensee and the Licensor under this
section will survive termination of this Agreement and will
continue in full force and effect thereafter.
7.4 Proprietary Notices. Subject to any express provision to the
contrary in the Schedule, the Licensee agrees not to remove or
obliterate any copyright, trademark or proprietary rights
notices of the Licensor or the Licensor licensors from the
Software or Documentation.
7.5 Use Audit Right. During normal business hours and any time
during which the Software and Documentation is in Use, the
Licensor or its authorized representative shall have the
right, upon one business day's notice, to audit and inspect
the Licensee's Use of the Software and Documentation for the
purpose of determining whether the Licensee is complying with
the provisions of this Agreement.
8. U.S. GOVERNMENT END USERS
8.1 Government End Users. The Software is a "commercial item," as
that term is defined in 48 C.F.R. 2.101 (Oct. 1995),
consisting of "commercial computer software" and "commercial
computer software documentation," as such terms are used in 48
C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212
and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all
U.S. Government End Users acquire the Software with only those
rights set forth herein.
9. TERM AND TERMINATION
9.1 Term of Agreement. Unless sooner terminated as provided
herein, this Agreement and the licenses granted hereunder
shall become effective upon execution by the Licensor and the
Licensee and shall continue in effect for the duration of the
period set forth in the Schedule. If no period is specified in
the Schedule the Agreement will continue until such time as it
is terminated in accordance with the provisions of this
Agreement or otherwise by agreement of both parties in
writing.
9.2 Cause for Termination. This Agreement and the license provided
hereunder shall terminate upon the earlier to occur of the
following:
(a) upon thirty (30) days after either party gives the
other written notice of the other's material breach
of any provision of the Agreement (other than those
specific breaches specified below) unless the
breaching party has cured such breach during such 30
day period;
(b) immediately upon the Licensor giving the Licensee
notice of the Licensee's breaching Section 7.3 (a),
(b), (c)or (d); or
(c) immediately upon written notice from either party if
any one or more of the following events with respect
to the other party remain uncured for more than sixty
(60) days:
(i) entry of an order for relief under
Title 11 of the United States Code;
(ii) the making of a general assignment for the
benefit of creditors;
(iii) the appointment of a general receiver or
trustee in bankruptcy of a party's business
or property; or
(iv) action under any state insolvency or similar
law for the purpose of bankruptcy,
reorganization, or liquidation;
unless within the specified sixty (60) day period,
the party in bankruptcy (including its receiver or
trustee in bankruptcy) provides to the other party
adequate written assurances, reasonably acceptable to
such other party, of the party in bankruptcy's
continuing ability and willingness to fulfill all its
obligations under this Agreement.
9.3 Effect of Termination In the event of any termination of this
Agreement in accordance with this Article, neither party shall
be liable to the other for any damages caused by such
termination for loss or prospective profits or anticipated
sales or for expenditures, inventories, investments, leases or
commitments in connection with the business or good will of
Licensee or the Licensor. Notwithstanding any termination, the
Licensee's obligations to pay all Fees accrued prior to the
date of termination shall continue. In the event of expiration
or termination by the Licensor for the Licensee's material
breach, the Licensee will return or destroy all copies of the
Software and Documentation provided to the Licensee by the
Licensor within thirty (30) days after the effective date of
such termination. The provisions of this Section shall survive
expiration or termination of this Agreement.
10. CONFIDENTIALITY.
10.1 Confidentiality Obligations. The Licensor and the Licensee
each shall hold in confidence all Proprietary Information.
Each party shall take precautions to prevent any unauthorized
disclosure or use of the other's Proprietary Information
consistent with precautions used to protect such party's own
confidential and trade secret information, but in no event
less than reasonable care.
10.2 Continuing Obligations. The Licensor and the Licensee each
will keep the Proprietary Information in confidence and trust
during the term of this Agreement and after termination, and
will not use the Proprietary Information other than as
permitted under the Agreement.
11. GENERAL PROVISIONS
11.1 Force Majeure. Neither party shall be responsible for delays
or failures in performance resulting from acts beyond the
reasonable control of such party. Such acts shall include but
not be limited to acts of God, strikes or other labor
disputes, riots, acts of war, governmental regulations
superimposed after the fact, communication line failures,
power failures, fires, earthquakes or other natural disasters.
11.2 Compliance with Laws. The Licensee shall act in strict
compliance with all applicable laws, ordinances, regulations
and other requirements of any and all national, federal,
state, county, municipal or other governmental authorities,
including without limitation all export regulations, and
obtain all permits, licenses or other consents necessary for
the performance of its duties under this Agreement. Further,
the Licensee shall indemnify and hold the Licensor harmless
from any claim or damages (inclusive of the Licensor's
reasonable attorney's fees) made against the Licensor as a
result of the Licensee's failure to act in compliance with the
foregoing.
11.3 Notices. All notices, demands, or consents required or
permitted hereunder will be in writing and will be sent by
personal delivery or facsimile, or mailed by certified or
registered mail to the respective parties at the addresses
first set forth above or at such other address as will have
been given to the other party in writing for the purpose of
this Section. Such notices and other communications will be
deemed effective upon the earliest to occur of (a) actual
delivery confirmed in person or by facsimile, or (b) five
business (5) days after mailing, postage prepaid, by certified
mail return receipt requested.
11.4 Assignment. The Licensee shall not assign any rights or
delegate any obligations under this Agreement without the
prior written consent of the Licensor, provided, however,
that: (i) Licensor shall not unreasonably withhold its consent
to such assignment or delegation, and (ii) Licensee may make
such assignment or delegation without consent in connection
with a consolidation, merger, or sale of all or substantially
all of its assets. Subject to the above restriction on
assignment, this Agreement will inure to the benefit of and
bind the successors and assigns of the parties.
11.5 Non-Waiver. The failure of either party at any time to require
performance by the other party of any provisions of this
Agreement will not affect in any way the full right to require
such performance at any time thereafter. Nor will the waiver
by either party of a breach of any provision of this Agreement
be taken or held to be a waiver of the provision itself.
11.6 Governing Law. The validity, interpretation, and performance
of this Agreement will be controlled by and construed under
the laws of the State of New York. Any disputes between the
parties concerning this Agreement which cannot be resolved by
good faith negotiation shall be resolved through binding
arbitration under the Rules of the American Arbitration
Association ("AAA"). Such arbitration shall be conducted by a
single arbitrator knowledgeable about computer software and
fluent in the English language, who shall be mutually
agreeable to the Licensor and Licensee. If Licensor and
Licensee fail to agree on an acceptable arbitrator within
twenty (20) days of a demand for arbitration, then the AAA
shall make such appointment. The arbitration hereunder shall
be in accordance with the Rules of Commercial Arbitration of
the AAA, as amended and in effect as of the date of this
Agreement. Such arbitration, including the rendering of the
awarded, shall take place in New York City, and the language
of such proceeding (including written submissions by the
parties) shall be English. The arbitrator shall state the
reasons for his or her award. The award of any such proceeding
shall be final, conclusive and binding upon the parties.
Judgement upon such award may be entered in and executed upon
by the prevailing party in any competent court in any court
having jurisdiction thereof, or application may be made by the
prevailing party to any such court for judicial acceptance of
such award and an order of enforcement. The United Nations
Convention on Contracts for the International Sale of Goods is
specifically excluded from application to this Agreement.
11.7 Compliance with Export Laws. The Licensee acknowledges that
the laws and regulations of the United States restrict certain
export and re-export of commodities and technical data of
United States origin, including the Software. The Licensee
agrees that it will not export or re-export the Software in
any form without the appropriate United States and foreign
government licenses.
11.8 Severability. If any provision of this Agreement is held
invalid or unenforceable for any reason, the parties agree
that such invalidity will not affect the validity of the
remaining provisions of this Agreement, and further agree to
substitute for the invalid provision a valid provision which
most closely approximates the intent and economic effect of
the invalid provision.
11.9 Attorneys' Fees. If any dispute arises between the Licensee
and the Licensor with respect to the matters covered by this
Agreement which leads to a proceeding to resolve such dispute
(including a dispute submitted to arbitration), the prevailing
party in such proceeding will be entitled to receive its
reasonable attorney fees and out-of-pocket costs incurred in
connection with such proceeding, in addition to any other
relief it may be awarded.
11.10 Independent Contractors. The relationship of the Licensor and
the Licensee established by this Agreement is that of licensor
and licensee, and nothing contained in this Agreement shall be
construed to create an agency relationship between the parties
or to allow the Licensee to create or assume any obligation on
behalf of the Licensor for any purpose whatsoever.
11.11 Equitable Relief. The Licensee hereby acknowledges that its
material breach of this Agreement including, without
limitation, unauthorized disclosure or use of the Licensor
Proprietary Information shall cause irreparable harm and
significant injury to the Licensor which may be difficult to
ascertain and that a remedy at law would be inadequate.
Accordingly, the Licensee agrees that the Licensor will be
entitled to immediate injunctive relief to enforce obligations
under this Agreement in addition to any other rights and
remedies it may have.
11.12 Complete Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject
matter hereof, and supersedes all prior or contemporaneous
proposals, oral or written, and all other communications
between them relating to the subject matter of this Agreement.
11.13 Section Headings. The section headings in this Agreement are
solely for convenience and will not be considered in its
interpretation.
11.14 Counterparts. This Agreement may be signed in one or more
counterparts, all of which together will constitute one and
the same original agreement.
11.15 Survival of Obligations. The obligations of the Licensee and
the Licensor under Article will survive termination of this
Agreement and will continue in full force and effect
thereafter.
IN WITNESS WHEREOF, the Licensor and the Licensee have caused this Agreement to
be executed by their duly authorized representatives as of the date first above
written.
META4, INC. [LICENSEE]
By:______________________________ By:_______________________________
Signature Signature
_________________________________ __________________________________
Name Name
_________________________________ __________________________________
Date Date
SCHEDULE
SOFTWARE
--------
Total Total
Number of Number of
Number Product Name Version Permitted Users Permitted Servers
1___ _______________________ ________ __________________ ___________________
2___ _______________________ ________ __________________ ___________________
3___ _______________________ ________ __________________ ___________________
4___ _______________________ ________ __________________ ___________________
FIELDS OF USE
The Use of the Software and Documentation is not restricted to any Fields
of Use.
FEE STRUCTURE
X License Fee
The Licensee shall pay to the Licensor the following
license fee within 30 days of the date of delivery of the
Access Codes to the Licensee:
$ _____________ times the Permitted Number of Servers
$ _____________ times the Permitted Number of Users
X Annual Maintenance and Upgrade Fee
In the event that Licensee wishes to receive technical support and upgrades
following the expiration of the Warranty Period, Licensee may purchase such
services ("Maintenance and Support Services") on an annual basis (each
consecutive twelve (12) month period being hereinafter referred to as a
"Maintenance Period")for an amount equal to eighteen percent (18%) of Licensee's
standard list price for the Software at the commencement of the applicable
Maintenance Period (the "Annual Maintenance Fee"). To be eligible to purchase
Maintenance and Support Services, the Licensee shall pay to the Licensor the
Annual Maintenance Fee prior to the expiration of the 180-day Warranty Period.
Thereafter, Licensor shall invoice Licensee for the Annual Maintenance Fee
thirty (30) days prior to the expiration of each Maintenance Period and 11
months and such invoice is due and payable within 30 days.
Maintenance and Support Services shall consist of "Error Correction," "Updates,"
"Telephone Assistance" and "Electronic Mail," all as set forth below. Licensor
agrees to support the current and one previous version of the Software Product.
Error Correction. Documented errors in that part of the Software
Product written by Licensor will be corrected by Licensor. Documented
errors found to exist in that part of the Software provided to Licensor
by third party vendors will be forwarded to the appropriate third party
vendor for resolution. Licensor will use reasonable efforts to obtain a
timely response from its third party vendors. If a reported error has
caused the licensed Software Product to become inoperable, Licensor
shall use reasonable efforts to correct the error or provide a bypass
around such error. Licensee shall give Licensor reasonable access to
the workstations, servers and network with remote access software and
to the Software including dial-up access of at least 56K Baud.
Updates. Licensor shall provide to Licensee at no additional cost, any
updates, error corrections, modifications, or enhancements of the
licensed Software options, which are developed or published by Licensor
and made generally available to other customers of the Software at no
additional cost. Any new products developed or published by Licensor
will be offered to Licensee at Licensor's then current published rates.
Any new versions of the Software will be made available upon payment of
the following year's Annual Maintenance Fee.
Telephone Assistance and Electronic Mail. Licensor shall provide
Licensee telephone assistance, including software error detection and
general software support, during normal business hours. 9:00 AM EST -
5:00 PM EST Monday through Friday. Licensor also shall provide
electronic mail support to Licensee during the aforementioned hours.
