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$47	Preview Full Doc	2000	Reseller Agreement Reseller Agreement (95K) Doc #108656: Click preview link for longer preview. RESELLER AGREEMENT This Reseller Agreement ("Agreement") is made and entered into as of this 8th day of November 1999, between BroadVision, Inc. ("BroadVision") and Company Corio, Inc. ("Reseller") Address 700 Bay Road, Suite 210 Redwood City, CA 94063 This Reseller Agreement is attached to and incorporated by reference into that certain Master Agreement dated the date hereof between Reseller and BroadVision (the "Master Agreement"). Terms defined in the Master Agreement and used herein shall have the respective meanings ascribed to them in the Master Agreement. In consideration of the mutual covenants and conditions contained in this Agreement and in the Master Agreement, the parties agree as stated herein. The following attachments, required when applicable, are also part of this Agreement: A. Scope of License B. Current Licensing Practices C. Required Provisions of Sublicenses D. Support Escalation Procedure E. Master Preferred Escrow Agreement 1. LICENSE. A. DEVELOPER LICENSE. BroadVision hereby grants to Reseller a nonexclusive and nontransferable license ("Developer License"), subject to the terms and conditions of this Agreement, to use the object code for the Software. For the purpose of this Agreement, "Software" shall mean the software products set forth in Attachment A, including all versions, including current, previous, and subsequent versions, of all software products, together with operating instructions, user manuals, training material, and other documentation as BroadVision supplies to Reseller. Reseller's sole permitted uses of a Developer License shall be to develop and demonstrate the application software products and/or systems listed in Attachment A ("the Application") that it intends to license to end-user customers ("End-Users"). Reseller's use of Developer Licenses shall be in a manner consistent with Attachment B. Developer Licenses may not be used to operate production versions of the Application, or any other Reseller or End-User programs on a production basis. B. END-USER LICENSE. BroadVision also grants to Reseller a nonexclusive and nontransferable license to sublicense and distribute the Software to its End-Users, on a nonexclusive and nontransferable basis ("End-User License"), on Reseller's servers in a hosted environment for use solely in conjunction with the Application, in the geographic areas specified in Attachment A ("Territory"). Reseller shall require each End-User, before it may use or install the Application, to execute a written license agreement containing, at a minimum, the required provisions specified in Attachment C. Reseller shall indemnify BroadVision for all damages caused by Reseller's failure to include required terms in its sublicense agreements with its End-Users. Reseller may also obtain End-User Licenses for its own use, in the event that it itself intends to operate production versions of the Software; such End-User Licenses shall be governed by the terms and conditions of this Agreement, as if Reseller had sublicensed to an End-User. C. PROHIBITED USES. Reseller may not (a) rent, lease, or loan the Software other than allowed for in this Agreement; (b) electronically transmit the Software over a network except as necessary for Reseller's licensed use of the Software; (c) use run-time versions of third-party products embedded in the Software, if any, for any use other than the intended use of the Software, (d) modify, disassemble, decompile, or reverse engineer the Software; (e) transfer possession of any copy of the Software to another party, except as expressly permitted herein; (f) sublicense or permit the Software to be sublicensed to any governmental entity without BroadVision's prior written consent; or (g) use the Software in any way not expressly provided for in this Agreement. There are no implied licenses. Reseller agrees not to exceed the scope of the licenses granted herein. Reseller acknowledges and agrees that BroadVision may, at any time without notice, incorporate license management software into the Software to prevent Reseller or End Users from exceeding the scope of their respective licenses. 108656	BroadVision BroadVision, Inc. ( Software & Programming ) As referenced in this Reseller Agreement: BroadVision, – Agreement") is made and entered into as of this 8th day of November 1999, between BroadVision, Inc. ("BroadVision") and Company Corio, Inc. ("Reseller") Address 700 Bay Road, Suite 210 Redwood "BroadVision" – made and entered into as of this 8th day of November 1999, between BroadVision, Inc. ("BroadVision" ) and Company Corio, Inc. ("Reseller") Address 700 Bay Road, Suite 210 Redwood City, CA BroadVision – incorporated by reference into that certain Master Agreement dated the date hereof between Reseller and BroadVision (the "Master Agreement"). Terms defined in the Master Agreement and used herein shall have BroadVision – Sublicenses D. Support Escalation Procedure E. Master Preferred Escrow Agreement 1. LICENSE. A. DEVELOPER LICENSE. BroadVision hereby grants to Reseller a nonexclusive and nontransferable license ("Developer License"), subject to the terms BroadVision – all software products, together with operating instructions, user manuals, training material, and other documentation as BroadVision supplies to Reseller. Reseller's sole permitted uses of a Developer License shall be to dt 21299 ; BroadVision BroadVision, Inc. ( Software & Programming ) As referenced in this Reseller Agreement: BroadVision, Inc. – 10.4 {PAGE} 1 Exhibit 10.4 Contract No ____________ RESELLER AGREEMENT This Reseller Agreement ("Agreement") is made and entered into as of this 8th day of November 1999, between BroadVision, Inc. ("BroadVision") and Company Corio, Inc. ("Reseller") Address 700 Bay Road, Suite 210 Redwood City, CA 94063 This Reseller Agreement is attached to and incorporated by reference into that certain _____________ BroadVision, Inc. – or other communication hereunder shall be in writing, and shall be given personally, by confirmed fax or express delivery to either party at their respective addresses: (i) to BroadVision at: BroadVision, Inc. 585 Broadway Redwood City, CA 94063, USA Attn: Chief Financial Officer (ii) to Reseller at: Corio, Inc. 700 Bay Road, Suite 210 Redwood City, CA 94063 Attn: Roger Lee _____________ BROADVISION, INC. – Such escrow agreement is attached hereto as Attachment E. Reseller shall bear the costs of opening and maintaining such escrow account. Page 7 of 8 {PAGE} 8 AGREED TO BY: BROADVISION, INC. /s/ Signature Illegible Signature Randall Bolten -------------- Printed Name CFO --- Title RESELLER: CORIO, INC. /s/ Signature Illegible Signature Laurent Pacalin --------------- Printed Name VP Business Development 11/8/99 ------------------------------- Title Page _____________ BroadVision, Inc. – ________________________ ATTACHMENT C TO RESELLER AGREEMENT REQUIRED PROVISIONS OF SUBLICENSE AGREEMENTS This Attachment C is incorporated into the Reseller Agreement (the "Agreement") dated the 8th day of November, 1999 between BroadVision, Inc. ("BroadVision") and Corio, Inc. ("Reseller"). The terms and conditions contained herein are subject in all respects to the terms and conditions of that Agreement, except that in the event _____________ BROADVISION, INC. – 18 Contract No ________ ATTACHMENT E TO RESELLER AGREEMENT MASTER PREFERRED ESCROW AGREEMENT Master Number _____________________ THIS ESCROW AGREEMENT is effective June ______, 1996 among DATA SECURITIES INTERNATIONAL, INC. ("DSI"), BROADVISION, INC. ("BroadVision") and any party signing the Acceptance Form attached to this Agreement ("Licensee"). WHEREAS, BroadVision and Licensee have entered or will enter into a License Agreement or other agreement _____________ dt 1484620 ; BroadVision BroadVision, Inc. ( Software & Programming ) As referenced in this Reseller Agreement: BroadVision, Inc. – 10.4 {PAGE} 1 Exhibit 10.4 Contract No ____________ RESELLER AGREEMENT This Reseller Agreement ("Agreement") is made and entered into as of this 8th day of November 1999, between BroadVision, Inc. ("BroadVision") and Company Corio, Inc. ("Reseller") Address 700 Bay Road, Suite 210 Redwood City, CA 94063 This Reseller Agreement is attached to and incorporated by reference into that certain _____________ BroadVision, Inc. – or other communication hereunder shall be in writing, and shall be given personally, by confirmed fax or express delivery to either party at their respective addresses: (i) to BroadVision at: BroadVision, Inc. 585 Broadway Redwood City, CA 94063, USA Attn: Chief Financial Officer (ii) to Reseller at: Corio, Inc. 700 Bay Road, Suite 210 Redwood City, CA 94063 Attn: Roger Lee _____________ BROADVISION, INC. – Such escrow agreement is attached hereto as Attachment E. Reseller shall bear the costs of opening and maintaining such escrow account. Page 7 of 8 {PAGE} 8 AGREED TO BY: BROADVISION, INC. /s/ Signature Illegible Signature Randall Bolten -------------- Printed Name CFO --- Title RESELLER: CORIO, INC. /s/ Signature Illegible Signature Laurent Pacalin --------------- Printed Name VP Business Development 11/8/99 ------------------------------- Title Page _____________ BroadVision, Inc. – ________________________ ATTACHMENT C TO RESELLER AGREEMENT REQUIRED PROVISIONS OF SUBLICENSE AGREEMENTS This Attachment C is incorporated into the Reseller Agreement (the "Agreement") dated the 8th day of November, 1999 between BroadVision, Inc. ("BroadVision") and Corio, Inc. ("Reseller"). The terms and conditions contained herein are subject in all respects to the terms and conditions of that Agreement, except that in the event _____________ BROADVISION, INC. – 18 Contract No ________ ATTACHMENT E TO RESELLER AGREEMENT MASTER PREFERRED ESCROW AGREEMENT Master Number _____________________ THIS ESCROW AGREEMENT is effective June ______, 1996 among DATA SECURITIES INTERNATIONAL, INC. ("DSI"), BROADVISION, INC. ("BroadVision") and any party signing the Acceptance Form attached to this Agreement ("Licensee"). WHEREAS, BroadVision and Licensee have entered or will enter into a License Agreement or other agreement _____________ dt 1323285 ;	Corio Corio, Inc. ( Software & Programming ) As referenced in this Reseller Agreement: CORIO INC – CORIO INC _____________ Corio, Inc. – 10.4 Contract No ____________ RESELLER AGREEMENT This Reseller Agreement ("Agreement") is made and entered into as of this 8th day of November 1999, between BroadVision, Inc. ("BroadVision") and Company Corio, Inc. ("Reseller") Address 700 Bay Road, Suite 210 Redwood City, CA 94063 This Reseller Agreement is attached to and incorporated by reference into that certain Master Agreement dated the date _____________ Corio, Inc. – express delivery to either party at their respective addresses: (i) to BroadVision at: BroadVision, Inc. 585 Broadway Redwood City, CA 94063, USA Attn: Chief Financial Officer (ii) to Reseller at: Corio, Inc. 700 Bay Road, Suite 210 Redwood City, CA 94063 Attn: Roger Lee or such other address as may be designated by written notice of either party. Notices shall be _____________ CORIO, INC. – costs of opening and maintaining such escrow account. Page 7 of 8 8 AGREED TO BY: BROADVISION, INC. /s/ Signature Illegible Signature Randall Bolten -------------- Printed Name CFO --- Title RESELLER: CORIO, INC. /s/ Signature Illegible Signature Laurent Pacalin --------------- Printed Name VP Business Development 11/8/99 ------------------------------- Title Page 8 of 8 9 Contract No. _____________________ ATTACHMENT A TO RESELLER AGREEMENT _____________ Corio, Inc. – RESELLER AGREEMENT REQUIRED PROVISIONS OF SUBLICENSE AGREEMENTS This Attachment C is incorporated into the Reseller Agreement (the "Agreement") dated the 8th day of November, 1999 between BroadVision, Inc. ("BroadVision") and Corio, Inc. ("Reseller"). The terms and conditions contained herein are subject in all respects to the terms and conditions of that Agreement, except that in the event of a conflict between _____________ dt 1852808 ; Corio Corio, Inc. ( Software & Programming ) As referenced in this Reseller Agreement: Corio, Inc. – 10.4 Contract No ____________ RESELLER AGREEMENT This Reseller Agreement ("Agreement") is made and entered into as of this 8th day of November 1999, between BroadVision, Inc. ("BroadVision") and Company Corio, Inc. ("Reseller") Address 700 Bay Road, Suite 210 Redwood City, CA 94063 This Reseller Agreement is attached to and incorporated by reference into that certain Master Agreement dated the date _____________ Corio, Inc. – express delivery to either party at their respective addresses: (i) to BroadVision at: BroadVision, Inc. 585 Broadway Redwood City, CA 94063, USA Attn: Chief Financial Officer (ii) to Reseller at: Corio, Inc. 700 Bay Road, Suite 210 Redwood City, CA 94063 Attn: Roger Lee or such other address as may be designated by written notice of either party. Notices shall be _____________ CORIO, INC. – costs of opening and maintaining such escrow account. Page 7 of 8 {PAGE} 8 AGREED TO BY: BROADVISION, INC. /s/ Signature Illegible Signature Randall Bolten -------------- Printed Name CFO --- Title RESELLER: CORIO, INC. /s/ Signature Illegible Signature Laurent Pacalin --------------- Printed Name VP Business Development 11/8/99 ------------------------------- Title Page 8 of 8 {PAGE} 9 Contract No. _____________________ ATTACHMENT A TO RESELLER AGREEMENT _____________ Corio, Inc. – RESELLER AGREEMENT REQUIRED PROVISIONS OF SUBLICENSE AGREEMENTS This Attachment C is incorporated into the Reseller Agreement (the "Agreement") dated the 8th day of November, 1999 between BroadVision, Inc. ("BroadVision") and Corio, Inc. ("Reseller"). The terms and conditions contained herein are subject in all respects to the terms and conditions of that Agreement, except that in the event of a conflict between _____________ dt 1468378
$46	Preview Full Doc	2000	Value-Added Reseller License and Services Agreement Value-Added Reseller License and Services Agreement (64K) Doc #108777: Click preview link for longer preview. FORTE SOFTWARE, INC. VALUE-ADDED RESELLER LICENSE AND SERVICES AGREEMENT Customer Export Software International ------------------------------------------------------------------------ Address 11800 Sunrise Valley Drive, Suite 820 ------------------------------------------------------------------------- City Reston State VA Zip 22091 ------------------------------- ------------ ---------------- This Value-Added Reseller License and Services Agreement (the "Agreement") is entered into between Forte Software, Inc., a California corporation ("Forte") and Reseller for the purpose of setting forth the terms and conditions upon which Forte shall grant to Reseller a license to use the Products listed on Exhibit B attached hereto. The Effective Date of this Agreement is July 19, 1996. FORTE: RESELLER: FORTE SOFTWARE, INC. Export Software International --------------------- ------------------------------ Signature: Signature: --------------------------------- ---------------------------- Name: Name: --------------------------------- ---------------------------- Title: Title: --------------------------------- -------------------------- 1 {PAGE} TERMS AND CONDITIONS Forte Software, Inc. (Forte) and the reseller identified on the signature page (reseller) hereby agree that the following terms and conditions will apply to each license granted and to all services provided under this Agreement. 1. DEFINITIONS 1.1 "Application Specific Licenses" shall mean Licenses which shall be limited for use solely for the purpose of running the Reseller's Application Program as specified in the Application Package Attachment. The Application Specific License may also be used to modify or customize the Reseller's Application Program to fit the Sublicensee's own particular operational needs. The Application Specific License is limited for use only on the specified Reseller Application Program and may not be used for any other development or deployment purposes with the Reseller or Sublicensees. 1.2 "Client Environment" shall mean a hardware/operating system/graphical user interface combination on which the Product, or any portion thereof, is run. 1.3 "Core System" shall mean the Products bundled for Reseller use, defined and priced as such in the Price List. 1.4 "Designated Reseller Developer" shall mean a arson within Reseller with a valid user ID issued by Forte for developing applications with the Product. 1.5 "Designated System" shall mean the computer hardware and operating system(s) designated on the relevant Order Form for use in conjunction with a Sublicensed Program or a Development License. 1.6 "Documentation" shall mean the user manual, training manuals, consulting papers, operator instructions and other written material furnished by Forte in conjunction with the Products. 1.7 "Effective Date" shall mean the date so specified on the signature page or the applicable Order Form. 1.8 "Order Form" shall mean Forte's standard form for ordering Product licenses and services attached as Exhibit B. When completed and signed by both parties, the Order Forms (including the Signature Page of this Agreement) shall document the Product licenses which have been granted and the services which are to be provided under this Agreement. 1.9 "Price List" shall mean Forte's standard product list and fee schedule that is in effect at the time a Produce license or service is ordered by the Reseller. 108777	Forte Software Forte Software Inc. As referenced in this Value-Added Reseller License and Services Agreement: FORTE SOFTWARE, INC. – 2000 Exhibit-10.1 8 EXHIBIT 10.1 FORTE SOFTWARE, INC. VALUE-ADDED RESELLER LICENSE AND SERVICES AGREEMENT Customer Export Software International ------------------------------------------------------------------------ Address 11800 Sunrise Valley Drive, Suite 820 ------------------------------------------------------------------------- City Reston State VA Zip 22091 ------------------------------- ------------ ---------------- This Value-Added Reseller License _____________ Forte Software, Inc. – Export Software International ------------------------------------------------------------------------ Address 11800 Sunrise Valley Drive, Suite 820 ------------------------------------------------------------------------- City Reston State VA Zip 22091 ------------------------------- ------------ ---------------- This Value-Added Reseller License and Services Agreement (the "Agreement") is entered into between Forte Software, Inc. , a California corporation ("Forte") and Reseller for the purpose of setting forth the terms and conditions upon which Forte shall grant to Reseller a license to use the Products _____________ FORTE SOFTWARE, INC. – which Forte shall grant to Reseller a license to use the Products listed on Exhibit B attached hereto. The Effective Date of this Agreement is July 19, 1996. FORTE: RESELLER: FORTE SOFTWARE, INC. Export Software International --------------------- ------------------------------ Signature: Signature: --------------------------------- ---------------------------- Name: Name: --------------------------------- ---------------------------- Title: Title: --------------------------------- -------------------------- 1 TERMS AND CONDITIONS Forte Software, Inc. (Forte) and the reseller identified on the signature page (reseller) hereby agree _____________ Forte Software, Inc. – hereto. The Effective Date of this Agreement is July 19, 1996. FORTE: RESELLER: FORTE SOFTWARE, INC. Export Software International --------------------- ------------------------------ Signature: Signature: --------------------------------- ---------------------------- Name: Name: --------------------------------- ---------------------------- Title: Title: --------------------------------- -------------------------- 1 TERMS AND CONDITIONS Forte Software, Inc. (Forte) and the reseller identified on the signature page (reseller) hereby agree that the following terms and conditions will apply to each license granted and to all services provided _____________ Forte Software Inc. – of Forte, to include in each advertisement, brochure, or other such use of the trademark. the trademark symbol "circle R" and the following statements: _______ is a registered trademark of Forte Software Inc. , Oakland, California. Unless otherwise notified in writing by Forte, the Reseller agrees, with respect to every other trademark of Forte, to include in each advertisement, brochure, or other such _____________ dt 1848551 ; Forte Software Forte Software Inc. As referenced in this Value-Added Reseller License and Services Agreement: FORTE SOFTWARE, INC. – 2000 Exhibit-10.1 8 EXHIBIT 10.1 FORTE SOFTWARE, INC. VALUE-ADDED RESELLER LICENSE AND SERVICES AGREEMENT Customer Export Software International ------------------------------------------------------------------------ Address 11800 Sunrise Valley Drive, Suite 820 ------------------------------------------------------------------------- City Reston State VA Zip 22091 ------------------------------- ------------ ---------------- This Value-Added Reseller License _____________ Forte Software, Inc. – Export Software International ------------------------------------------------------------------------ Address 11800 Sunrise Valley Drive, Suite 820 ------------------------------------------------------------------------- City Reston State VA Zip 22091 ------------------------------- ------------ ---------------- This Value-Added Reseller License and Services Agreement (the "Agreement") is entered into between Forte Software, Inc. , a California corporation ("Forte") and Reseller for the purpose of setting forth the terms and conditions upon which Forte shall grant to Reseller a license to use the Products _____________ FORTE SOFTWARE, INC. – which Forte shall grant to Reseller a license to use the Products listed on Exhibit B attached hereto. The Effective Date of this Agreement is July 19, 1996. FORTE: RESELLER: FORTE SOFTWARE, INC. Export Software International --------------------- ------------------------------ Signature: Signature: --------------------------------- ---------------------------- Name: Name: --------------------------------- ---------------------------- Title: Title: --------------------------------- -------------------------- 1 TERMS AND CONDITIONS Forte Software, Inc. (Forte) and the reseller identified on the signature page (reseller) hereby agree _____________ Forte Software, Inc. – hereto. The Effective Date of this Agreement is July 19, 1996. FORTE: RESELLER: FORTE SOFTWARE, INC. Export Software International --------------------- ------------------------------ Signature: Signature: --------------------------------- ---------------------------- Name: Name: --------------------------------- ---------------------------- Title: Title: --------------------------------- -------------------------- 1 TERMS AND CONDITIONS Forte Software, Inc. (Forte) and the reseller identified on the signature page (reseller) hereby agree that the following terms and conditions will apply to each license granted and to all services provided _____________ Forte Software, Inc. – Products under Forte's applicable Technical Support fees and policies in effect when such services are ordered. The Effective Date of this Addendum shall be July 19, 1996. Executed by Forte Software, Inc. Executed by Reseller: Signature: Signature: ---------------------------- -------------------------- Name: Name: ------------------------------- -------------------------- Title: Title: ------------------------------- --------------------------- Forte Software, Inc. 1800 Harrison Street, 15th Floor Oakland, CA 94065 (510) 869-3400 Forte is a registered trademark of _____________ dt 1848550 ; Vastera Vastera, Inc. ( Software & Programming ) As referenced in this Value-Added Reseller License and Services Agreement: VASTERA INC – VASTERA INC _____________ Vastera, Inc. – Street, 15th Floor Oakland, CA 94065 (510) 869-3400 Forte is a registered trademark of Forte Software, Inc. ADDENDUM C to VALUE-ADDED RESELLER LICENSE AND SERVICES AGREEMENT BETWEEN Vastera, Inc. (formerly Export Software International) AND Forte Software, Inc. This Addendum C shall amend the value-added Reseller License and Services Agreement dated July 19, 1996 and Reseller Application Specific _____________ Vastera Inc. – Inc. This Addendum C shall amend the value-added Reseller License and Services Agreement dated July 19, 1996 and Reseller Application Specific Sublicense. Addendum A thereto (collectively, the "Agreement") between Vastera Inc. (formerly Export Software International) ("Reseller") and Forte Software, Inc. ("Forte") as of the Effective Date indicated below. Other than the amendments listed below, the terms and conditions of the _____________ Vastera, Inc. – on the net revenue (up to 50% discount) to Vastera relating to the Base product module(s) as defined above and up to 8 users. 4. Forte agrees to list Vastera, Inc. an additional assured on their escrow agreement and provide Vastera documented evidence. Forte represents that it has deposited with an escrow agent copies of the source code and reasonable _____________ dt 1851384 ;	Vastera Vastera, Inc. ( Software & Programming ) As referenced in this Value-Added Reseller License and Services Agreement: Vastera, Inc. – Street, 15th Floor Oakland, CA 94065 (510) 869-3400 Forte is a registered trademark of Forte Software, Inc. {PAGE} ADDENDUM C to VALUE-ADDED RESELLER LICENSE AND SERVICES AGREEMENT BETWEEN Vastera, Inc. (formerly Export Software International) AND Forte Software, Inc. This Addendum C shall amend the value-added Reseller License and Services Agreement dated July 19, 1996 and Reseller Application Specific _____________ Vastera, Inc. – on the net revenue (up to 50% discount) to Vastera relating to the Base product module(s) as defined above and up to 8 users. 4. Forte agrees to list Vastera, Inc. an additional assured on their escrow agreement and provide Vastera documented evidence. Forte represents that it has deposited with an escrow agent copies of the source code and reasonable _____________ dt 1330743 ; Export Software International
$51	Preview Full Doc	2003	Reseller Agreement Reseller Agreement (168K) Doc #115492: Click preview link for longer preview. IBM RESELLER AGREEMENT FINAL Agreement # 4902FA0217 -------------------------------------------------------------------------------- This master Reseller Agreement ("Agreement"), dated, the 31st of March, 2003, describes the IBM software product(s) that International Business Machines Corporation ("IBM") agrees to license to ScanSoft Inc. ("ScanSoft"), for subsequent manufacturing, marketing and distribution by ScanSoft. Each is a "Party" to this Agreement, and collectively the "Parties". This Agreement is signed only once. After that, ScanSoft may manufacture, market and resell the IBM software product(s) ("Program(s)") listed in Attachment 1 - Program and Schedule. New or different Program(s) may be added according to the terms of this Agreement only after an Amendment to this Agreement and the Program Schedule, has been accepted in writing by both Parties. This Agreement, including all attachments thereto is the complete agreement between the Parties on this subject and replaces all prior and contemporaneous oral or written communications between the Parties about it. This Agreement may only be modified by written agreement signed by both Parties. Once signed, any reproduction of this Agreement, or of an Attachment, made by reliable means (for example, photocopy or facsimile) is considered an original. ACCEPTED AND AGREED TO: ACCEPTED AND AGREED TO: International Business Machines Corporation ScanSoft, Inc. 8051 Congress Avenue 9 Centennial Drive Boca Raton, FL 33487 Peabody, MA 01960 By: /s/ Alan Linsky By: /s/ Wayne S. Crandall ------------------------------------- ---------------------------- Name: _____________________________________ Name: ____________________________ Alan Linsky Wayne S. Crandall Title: Contract Administrator Title: ___________________________ Global Customer Solutions Senior Vice President, Worldwide & General Procurement Sales Date: 3/31/03 Date: 3/31/03 ------------------------------------ ---------------------------- * CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT. THROUGHOUT THIS EXHIBIT CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THE PUBLIC FILING AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Page 1 of 46 {PAGE} IBM RESELLER AGREEMENT FINAL Agreement # 4902FA0217 -------------------------------------------------------------------------------- 1.0 DEFINITIONS When used in this Reseller Agreement, the capitalized terms listed below shall have the following meanings: 1.1 "AFFILIATES" means any corporation, company, or other entity, which: (i) is Controlled by a Party hereto; or (ii) Controls a Party hereto; or (iii) is under common Control with a Party hereto. For this purpose "Control" or "Controlled" means that more than fifty percent (50%) of the controlled entity's shares or ownership interest representing the right to make decisions for such entity are owned or controlled, directly or indirectly, by the controlling entity. An entity is considered an Affiliate only so long as such ownership or control exists. 1.2 "AGREEMENT" means this reseller agreement and other attachments or appendices specifically referenced in this Agreement as well as any amendments hereto. 1.3 "BUNDLE" means two or more software programs packaged together by ScanSoft that would include Program(s) and ScanSoft or third party products. Bundles may also include Programs preloaded or packaged with third party hardware, provided the Program is designated to operate on such hardware and its operating system configuration. 1.4 "CHANNEL" means the distribution channel through which ScanSoft and/or its Distributors sell the Program(s) to Customers. 1.5 "CODE" means computer programming code in "OBJECT CODE" FORMAT ONLY whereby the code is substantially in binary form and is directly executable by a computer after processing, but without compilation or assembly. 1.6 "COVER MOUNTS" means ScanSoft's distribution of an application software CD containing the Program(s) inserted or attached in a shrinkwrapped magazine as solely approved by the IBM Technical Coordinator listed in Section 15. 1.7 "CUSTOMER(S)" means an end-user authorized to use the Program(s) for its intended use and not for redistribution, remarketing, time-sharing, or service bureau use. Customers do not include ScanSoft's Affiliates, Dealers or Distributors. 1.8 "DERIVATIVE WORK(S)" means a work which is based upon one or more preexisting works, such as a revision, enhancement, modification, translation, abridgment, condensation, expansion, compilation, or any other form in which such preexisting works may be recast, transformed, adapted or included, and which if prepared without the authorization of the owner of the copyright in such preexisting work, would constitute a copyright infringement. 1.9 "DEALERS" means an operator of one or more outlets for computer software which are or will be staffed with personnel competently trained in the operation and marketing of Programs. 115492	ScanSoft ScanSoft, Inc. ( Software & Programming ) As referenced in this Reseller Agreement: SCANSOFT INC – SCANSOFT INC _____________ ScanSoft Inc. – FINAL Agreement # 4902FA0217 -------------------------------------------------------------------------------- This master Reseller Agreement ("Agreement"), dated, the 31st of March, 2003, describes the IBM software product(s) that International Business Machines Corporation ("IBM") agrees to license to ScanSoft Inc. ("ScanSoft"), for subsequent manufacturing, marketing and distribution by ScanSoft. Each is a "Party" to this Agreement, and collectively the "Parties". This Agreement is signed only once. After that, ScanSoft _____________ ScanSoft, Inc. – Agreement, or of an Attachment, made by reliable means (for example, photocopy or facsimile) is considered an original. ACCEPTED AND AGREED TO: ACCEPTED AND AGREED TO: International Business Machines Corporation ScanSoft, Inc. 8051 Congress Avenue 9 Centennial Drive Boca Raton, FL 33487 Peabody, MA 01960 By: /s/ Alan Linsky By: /s/ Wayne S. Crandall ------------------------------------- ---------------------------- Name: _____________________________________ Name: ____________________________ Alan Linsky Wayne _____________ ScanSoft, Inc. – for joint meetings and chairing periodic technical status reviews; and c) coordinating any information exchanges between the Parties. TECHNICAL COORDINATOR: IBM TECHNICAL COORDINATOR: SCANSOFT Guido Gallopyn Lee Griffin IBM Corporation ScanSoft, Inc. 3039 Cornwallis Road 9 Centennial Drive RTP, NC 27709 Peabody, MA 01960 E-Mail Address: guido.gallopyn@ScanSoft.com E-Mail Address lgriffin@us.ibm.com SALES AND MARKETING _____________ ScanSoft, Inc. – Address: guido.gallopyn@ScanSoft.com E-Mail Address lgriffin@us.ibm.com SALES AND MARKETING COORDINATOR IBM: SALES AND MARKETING COORDINATOR SCANSOFT: Donald M (Mac) Martin Matt Revis IBM Corporation ScanSoft, Inc. 150 Kettletown Road 9 Centennial Drive Southbury, CT 06488 Peabody, MA 01960 E-Mail address- donaldma@us.ibm.com Email: matt.revis@scansoft.com 16.0 NOTICES All notices _____________ dt 1849201 ; ScanSoft ScanSoft, Inc. ( Software & Programming ) As referenced in this Reseller Agreement: ScanSoft, Inc. – Agreement, or of an Attachment, made by reliable means (for example, photocopy or facsimile) is considered an original. ACCEPTED AND AGREED TO: ACCEPTED AND AGREED TO: International Business Machines Corporation ScanSoft, Inc. 8051 Congress Avenue 9 Centennial Drive Boca Raton, FL 33487 Peabody, MA 01960 By: /s/ Alan Linsky By: /s/ Wayne S. Crandall ------------------------------------- ---------------------------- Name: _____________________________________ Name: ____________________________ Alan Linsky Wayne _____________ ScanSoft, Inc. – for joint meetings and chairing periodic technical status reviews; and c) coordinating any information exchanges between the Parties. TECHNICAL COORDINATOR: IBM TECHNICAL COORDINATOR: SCANSOFT Guido Gallopyn Lee Griffin IBM Corporation ScanSoft, Inc. 3039 Cornwallis Road 9 Centennial Drive RTP, NC 27709 Peabody, MA 01960 E-Mail Address: guido.gallopyn@ScanSoft.com E-Mail Address lgriffin@us.ibm.com SALES AND MARKETING _____________ ScanSoft, Inc. – Address: guido.gallopyn@ScanSoft.com E-Mail Address lgriffin@us.ibm.com SALES AND MARKETING COORDINATOR IBM: SALES AND MARKETING COORDINATOR SCANSOFT: Donald M (Mac) Martin Matt Revis IBM Corporation ScanSoft, Inc. 150 Kettletown Road 9 Centennial Drive Southbury, CT 06488 Peabody, MA 01960 E-Mail address- donaldma@us.ibm.com Email: matt.revis@scansoft.com 16.0 NOTICES All notices _____________ ScanSoft, Inc. – Peabody, MA 01960 E-Mail address- donaldma@us.ibm.com Email: matt.revis@scansoft.com 16.0 NOTICES All notices related to this Agreement will be sent to: IBM Corporation ScanSoft, Inc. Contract Administration Legal Department 8051 Congress Avenue 9 Centennial Drive Boca Raton, FL 33487 Peabody, MA 01960 Page 16 of 46 {PAGE} IBM RESELLER AGREEMENT FINAL Agreement # 4902FA0217 -------------------------------------------------------------------------------- 17. _____________ dt 1372052 ;	International Business Machines Corporation
$46	Preview Full Doc	2002	Value Added Reseller (VAR) Agreement Value Added Reseller (VAR) Agreement (72K) Doc #115699: Click preview link for longer preview. VALUE ADDED RESELLER (VAR) AGREEMENT This Agreement is made as of the first (1st) day of October, 2001 (the "EFFECTIVE DATE"), by ImageWare Systems, Inc., a corporation organized under the laws of California, with offices at 10883 Thornmint Road, San Diego, CA 92127 ("VAR") and Visionics Corporation, with offices at 1 Exchange Place, Jersey City, NJ 07302 USA ("LICENSOR"). RECITALS WHEREAS, Licensor owns or controls the rights in and to the Licensed Technology (as defined below); WHEREAS, the FaceIt Application provides face detection and recognition functionality to various types of products and services for face finding, template creation and identification; WHEREAS, VAR desires to obtain from Licensor, and Licensor desires to grant to VAR, a license (as set forth in Section 2.1, the "LICENSE") to use the Licensed Technology for the purpose of developing, selling, and distributing to third parties in accordance with and subject to all of the provisions of this Agreement products and/or services into which the functionality of the FaceIt Application has been embedded (defined below as "VAR DEVELOPED PRODUCTS" or "VDPS"); NOW, THEREFORE, for the consideration stated in this Agreement, the parties hereby agree as follows: SECTION 1. DEFINITIONS The following words shall have the following meanings: 1.1 "CONSOLIDATED CURRENT LIABILITIES" means, at any time, the current liabilities of VAR and its subsidiaries determined, on a consolidated basis, in accordance with GAAP. 1.2 "DOCUMENTATION" shall mean the information developed by Licensor in printed or computer file format relating to the Licensed Technology, its installation and use, which information is specified on Schedule 1.2 attached to and made a part of this Agreement. 1.3 "END-USER" shall mean any third party which acquires a VDP for its own internal use and not for further distribution or resale. 1.4 "FACEIT APPLICATION" shall mean that certain library of algorithms, database structures, data and related items of software that provides face detection, faceprint creation and face recognition functionality in the products and services into which such library is embedded 115699	ImageWare ImageWare Systems, Inc. ( Software & Programming ) As referenced in this Value Added Reseller (VAR) Agreement: IMAGEWARE SYSTEMS INC – IMAGEWARE SYSTEMS INC _____________ ImageWare Systems, Inc. – B) (4), 200.83 AND 240.24B-2 VALUE ADDED RESELLER (VAR) AGREEMENT This Agreement is made as of the first (1st) day of October, 2001 (the "EFFECTIVE DATE"), by ImageWare Systems, Inc. , a corporation organized under the laws of California, with offices at 10883 Thornmint Road, San Diego, CA 92127 ("VAR") and Visionics Corporation, with offices at 1 Exchange Place, Jersey _____________ IMAGEWARE SYSTEMS, INC. – of this Agreement. [Remainder of page left blank intentionally] -17- IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day and year first above written. IMAGEWARE SYSTEMS, INC. /s/ Lori Rodriguez ------------------------------------ By: Lori Rodriguez --------------------------------- Its: VP Sales & Marketing -------------------------------- VISIONICS CORPORATION /s/ Allen Ganz ------------------------------------ By: Allen Ganz --------------------------------- Its: V.P. Business Development -------------------------------- -18- SCHEDULE 1.2 DOCUMENTATION _____________ IMAGEWARE SYSTEMS, INC. – SUBLICENSE TERMS IMAGEWARE SYSTEMS END USER LICENSE AGREEMENT IMPORTANT CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS PRODUCT. IT CONTAINS SOFTWARE, THE USE OF WHICH IS LICENSED BY IMAGEWARE SYSTEMS, INC. , TO ITS CUSTOMERS FOR THEIR USE ONLY AS SET FORTH BELOW. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND IMAGEWARE SYSTEMS, INC. IF YOU DO NOT AGREE TO THE _____________ IMAGEWARE SYSTEMS, INC. – SOFTWARE, THE USE OF WHICH IS LICENSED BY IMAGEWARE SYSTEMS, INC., TO ITS CUSTOMERS FOR THEIR USE ONLY AS SET FORTH BELOW. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND IMAGEWARE SYSTEMS, INC. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE. USING ANY PART OF THE SOFTWARE INDICATES THAT YOU ACCEPT THESE _____________ dt 1848654 ; ImageWare ImageWare Systems, Inc. ( Software & Programming ) As referenced in this Value Added Reseller (VAR) Agreement: ImageWare Systems, Inc. – B) (4), 200.83 AND 240.24B-2 VALUE ADDED RESELLER (VAR) AGREEMENT This Agreement is made as of the first (1st) day of October, 2001 (the "EFFECTIVE DATE"), by ImageWare Systems, Inc. , a corporation organized under the laws of California, with offices at 10883 Thornmint Road, San Diego, CA 92127 ("VAR") and Visionics Corporation, with offices at 1 Exchange Place, Jersey _____________ IMAGEWARE SYSTEMS, INC. – of this Agreement. [Remainder of page left blank intentionally] -17- {Page} IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day and year first above written. IMAGEWARE SYSTEMS, INC. /s/ Lori Rodriguez ------------------------------------ By: Lori Rodriguez --------------------------------- Its: VP Sales & Marketing -------------------------------- VISIONICS CORPORATION /s/ Allen Ganz ------------------------------------ By: Allen Ganz --------------------------------- Its: V.P. Business Development -------------------------------- -18- {Page} SCHEDULE 1.2 DOCUMENTATION _____________ IMAGEWARE SYSTEMS, INC. – SUBLICENSE TERMS IMAGEWARE SYSTEMS END USER LICENSE AGREEMENT IMPORTANT CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS PRODUCT. IT CONTAINS SOFTWARE, THE USE OF WHICH IS LICENSED BY IMAGEWARE SYSTEMS, INC. , TO ITS CUSTOMERS FOR THEIR USE ONLY AS SET FORTH BELOW. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND IMAGEWARE SYSTEMS, INC. IF YOU DO NOT AGREE TO THE _____________ IMAGEWARE SYSTEMS, INC. – SOFTWARE, THE USE OF WHICH IS LICENSED BY IMAGEWARE SYSTEMS, INC., TO ITS CUSTOMERS FOR THEIR USE ONLY AS SET FORTH BELOW. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND IMAGEWARE SYSTEMS, INC. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE. USING ANY PART OF THE SOFTWARE INDICATES THAT YOU ACCEPT THESE _____________ ImageWare Systems, Inc. – AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE. USING ANY PART OF THE SOFTWARE INDICATES THAT YOU ACCEPT THESE TERMS. 1. GRANT OF LICENSE. ImageWare Systems, Inc. ("ImageWare") grants you a nonexclusive, nontransferable, license to install and execute the accompanying software program(s) (the "SOFTWARE") subject to the terms and restrictions set forth in this License _____________ dt 1469309 ; Microsoft Microsoft Corp. As referenced in this Value Added Reseller (VAR) Agreement: Microsoft Corp – ImageWare or otherwise, a license to such third party software. If such third party software is obtained through ImageWare and the licensor is Microsoft Corp oration ("Microsoft"), then the following applies to you: The Microsoft products contained or referenced in the accompanying Microsoft software packages or Microsoft license _____________ dt 116490 ;	Microsoft Microsoft Corp. ( Software & Programming ) As referenced in this Value Added Reseller (VAR) Agreement: Microsoft Corp – ImageWare or otherwise, a license to such third party software. If such third party software is obtained through ImageWare and the licensor is Microsoft Corp oration ("Microsoft"), then the following applies to you: The Microsoft products contained or referenced in the accompanying Microsoft software packages or Microsoft license _____________ dt 116490 ; Paul Weiss Paul, Weiss, Rifkind, Wharton & Garrison ( Legal ) As referenced in this Value Added Reseller (VAR) Agreement: Paul, Weiss – address set forth above, attention: Legal Department, with a copy to Douglas A. Cifu at Paul, Weiss , Rifkind, Wharton & Garrison, 1285 Avenue of the Americas, New York NY 10019. Copies of dt 32916 ; Visionics Corporation
$54	Preview Full Doc	2002	Value Added Reseller License Agreement Value Added Reseller License Agreement (113K) Doc #115702: Click preview link for longer preview. VALUE ADDED RESELLER LICENSE AGREEMENT FOR UNIFACE SOFTWARE ("Agreement") THIS AGREEMENT is between: JDA Software Group, Inc. 14400 North 87th Street Scottsdale, AZ 85260-3649 hereafter "VAR" and Compuware Corporation, a Michigan corporation, with offices at 31440 Northwestern Highway, Farmington Hills, MI 48334, United States, (hereafter "Compuware") effective April 1, 2000, ("Effective Date") and ending March 31, 2005, ("Term"). This Term may be extended an additional three (3) years upon mutual consent of VAR and Compuware. [COMPUWARE LOGO] -1- {PAGE} Table of Contents {TABLE} {S} {C} I. PARTIES............................................................................ 3 II. SCOPE OF THIS AGREEMENT............................................................ 3 III. DEFINITIONS........................................................................ 3 IV. TERMS AND CONDITIONS .............................................................. 5 V. ENTIRE AGREEMENT................................................................... 19 VI. EXHIBIT LIST....................................................................... 20 VII. EXHIBIT I. VAR PROFILE............................................................. 21 IX. EXHIBIT II. REMARKETERS LIST....................................................... 24 X. EXHIBIT III. COMPUWARE TRIAL AGREEMENT............................................. 26 XI. EXHIBIT IV. VAR QUARTERLY ROYALTY REPORT........................................... 27 XII. EXHIBIT V. NON-DISCLOSURE AGREEMENT................................................ 28 XIII. EXHIBIT VI. SAMPLE COMPUWARE LICENSE AGREEMENT AND PRODUCT SCHEDULE................ 31 {/TABLE} -2- {PAGE} CONFIDENTIAL AND PROPRIETARY I. Parties Compuware designs, develops and licenses computer programs and provides related services. VAR is a "value added reseller", as defined herein, of computer programs and related services. Each party represents that it is engaged in the business described herein and that it has all rights and authority to enter into this Agreement and undertake the obligations contained herein. II. Scope of this Agreement Subject to the terms and conditions of this Agreement, including the Exhibits referenced herein, Compuware agrees to license and provide, and VAR agrees to license UNIFACE Software and purchase services on a worldwide basis as defined herein during the term of this Agreement. Specifically, this Agreement grants VAR the right to incorporate into the VAR Application Software and distribute to its customers: - UNIFACE Runtime - Application Server - Component Server - Web Application Server - Polyserver This Agreement DOES NOT include right to distribute: - UNIFACE Development Licenses - General Use UNIFACE Runtime Licenses - UNIFACE Mainframe Software III. DEFINITIONS (a) "Annual Maintenance Plan" means the Support Services described herein to be provided by Compuware to VAR for UNIFACE Software during a one year period. (b) "VAR Application Software" means the specific computer software program developed by VAR using UNIFACE Software and containing UNIFACE Content as described in Exhibit I. VAR Application Software includes Deployment Software. (c) "UNIFACE Content" means software developed with the UNIFACE Development environment or containing elements of the UNIFACE runtime system. VAR software that meets the following criteria does not contain UNIFACE Content: (i) sold as a separate line item by VAR for use with VAR Application Software; (ii) does not use any UNIFACE data access mechanisms to access data; (iii) can execute without using any element of UNIFACE; (iv) can execute on a system on which UNIFACE is not installed; (v) does not access the UNIFACE meta dictionary; and (vi) was not built using the UNIFACE development environment. 115702	JDA Software JDA Software Group, Inc. ( Software & Programming ) As referenced in this Value Added Reseller License Agreement: JDA SOFTWARE GROUP INC – JDA SOFTWARE GROUP INC _____________ JDA Software Group, Inc. – DOCUMENT} EX-10.14 3 Exhibit 10.14 CONFIDENTIAL AND PROPRIETARY Agreement No. 94151V VALUE ADDED RESELLER LICENSE AGREEMENT FOR UNIFACE SOFTWARE ("Agreement") THIS AGREEMENT is between: JDA Software Group, Inc. 14400 North 87th Street Scottsdale, AZ 85260-3649 hereafter "VAR" and Compuware Corporation, a Michigan corporation, with offices at 31440 Northwestern Highway, Farmington Hills, MI 48334, United States, (hereafter " _____________ JDA SOFTWARE GROUP, INC. – IT IS NOT ENTERING INTO THIS AGREEMENT ON THE BASIS OF ANY REPRESENTATIONS NOT EXPRESSLY SET FORTH HEREIN. -19- CONFIDENTIAL AND PROPRIETARY Accepted by: Accepted by VAR: COMPUWARE CORPORATION JDA SOFTWARE GROUP, INC. ____________________________ ____________________________ Authorized Signature Authorized Signature ____________________________ ____________________________ Name Name ____________________________ ____________________________ Title Title ____________________________ ____________________________ Date Date -20- CONFIDENTIAL AND PROPRIETARY EXHIBIT I. VAR PROFILE 1. The " _____________ JDA Software Group, Inc. – new functionalities, or new versions to the VAR Application Software Compuware. Any new products will be incorporated to this Exhibit by Amendment. 9. Hardware, Operating Systems and location(s) VAR: JDA Software Group, Inc. 14400 North 87th Street Scottsdale, AZ 85260-3649 10. Development Address VAR: JDA Software Group, Inc. 14400 North 87th Street Scottsdale, AZ 85260-3649 11. Discount on UNIFACE Education: _____________ JDA Software Group, Inc. – incorporated to this Exhibit by Amendment. 9. Hardware, Operating Systems and location(s) VAR: JDA Software Group, Inc. 14400 North 87th Street Scottsdale, AZ 85260-3649 10. Development Address VAR: JDA Software Group, Inc. 14400 North 87th Street Scottsdale, AZ 85260-3649 11. Discount on UNIFACE Education: VAR will receive up to 25% discount on UNIFACE Education. 12. Compuware Managing Office Attn: Sally _____________ dt 1852500 ; JDA Software JDA Software Group, Inc. ( Software & Programming ) As referenced in this Value Added Reseller License Agreement: JDA Software Group, Inc. – DOCUMENT} {TYPE}EX-10.14 {SEQUENCE}3 {PAGE} Exhibit 10.14 CONFIDENTIAL AND PROPRIETARY Agreement No. 94151V VALUE ADDED RESELLER LICENSE AGREEMENT FOR UNIFACE SOFTWARE ("Agreement") THIS AGREEMENT is between: JDA Software Group, Inc. 14400 North 87th Street Scottsdale, AZ 85260-3649 hereafter "VAR" and Compuware Corporation, a Michigan corporation, with offices at 31440 Northwestern Highway, Farmington Hills, MI 48334, United States, (hereafter " _____________ JDA SOFTWARE GROUP, INC. – IT IS NOT ENTERING INTO THIS AGREEMENT ON THE BASIS OF ANY REPRESENTATIONS NOT EXPRESSLY SET FORTH HEREIN. -19- {PAGE} CONFIDENTIAL AND PROPRIETARY Accepted by: Accepted by VAR: COMPUWARE CORPORATION JDA SOFTWARE GROUP, INC. ____________________________ ____________________________ Authorized Signature Authorized Signature ____________________________ ____________________________ Name Name ____________________________ ____________________________ Title Title ____________________________ ____________________________ Date Date -20- {PAGE} CONFIDENTIAL AND PROPRIETARY EXHIBIT I. VAR PROFILE 1. The " _____________ JDA Software Group, Inc. – new functionalities, or new versions to the VAR Application Software Compuware. Any new products will be incorporated to this Exhibit by Amendment. 9. Hardware, Operating Systems and location(s) VAR: JDA Software Group, Inc. 14400 North 87th Street Scottsdale, AZ 85260-3649 10. Development Address VAR: JDA Software Group, Inc. 14400 North 87th Street Scottsdale, AZ 85260-3649 11. Discount on UNIFACE Education: _____________ JDA Software Group, Inc. – incorporated to this Exhibit by Amendment. 9. Hardware, Operating Systems and location(s) VAR: JDA Software Group, Inc. 14400 North 87th Street Scottsdale, AZ 85260-3649 10. Development Address VAR: JDA Software Group, Inc. 14400 North 87th Street Scottsdale, AZ 85260-3649 11. Discount on UNIFACE Education: VAR will receive up to 25% discount on UNIFACE Education. 12. Compuware Managing Office Attn: Sally _____________ JDA Software Group, Inc. – Contract Administration 31440 Northwestern Highway Farmington Hills, MI 48334 -23- {PAGE} CONFIDENTIAL AND PROPRIETARY EXHIBIT II. REMARKETERS LIST CURRENT (AS OF 4/6/00) JDA CORPORATE ORGANIZATION {TABLE} {S} {C} JDA Software Group, Inc. (Delaware) JDA Software, Inc. JDA Arthur Software Ltd. (Arizona) (Bermuda) (license all products worldwide except MMS alone outside No. & So. America) JDA Software Australia (Pty.) Ltd. JDA Software Brasil _____________ dt 1469873 ;	Uniface Software
$50	Preview Full Doc	2002	Large Account Reseller Agreement Large Account Reseller Agreement (59K) Doc #115712: Click preview link for longer preview. MICROSOFT CORPORATION LARGE ACCOUNT RESELLER AGREEMENT This Microsoft Corporation Large Account Reseller Agreement ("Agreement") is entered into as of the 1st day of October, 2001 (the "Effective Date") between MSLI, G.P. ("MICROSOFT"), having its principal place of business at 6100 Neil Road, Suite 210, Reno, NV 89511-1137 and SOFTWARE SPECTRUM, INC. ("COMPANY"), having its principal place of business at 2140 Merritt Drive, Garland, TX 75041. 1. PURPOSE The purpose of this Agreement is to set forth the framework by which MICROSOFT appoints COMPANY as a non-exclusive Large Account Reseller in the Territory with the ability to collect orders for Licenses and Software Assurance and related payments for Software Products from Volume Licensing Customers that have designated COMPANY in their Enrollment as their Large Account Reseller. 2. DEFINITIONS The following terms will have the following meanings: 2.1 "AFFILIATED COMPANIES" means those MICROSOFT companies directly involved in the sale of Microsoft Volume Licensing, including, but not limited to Microsoft Corporation, Microsoft Ireland Operations Limited, and Microsoft Operations Pte Ltd. 2.2. "CHANNEL PARTNER WEB SITE" means the secure web site that COMPANY may access to obtain the current Software Price List (as defined in Section 4.5 below). 2.3 "COMPANY CLAIM" means any third party claims or allegations against MICROSOFT, its subsidiaries, and Affiliated Companies, arising out of or in connection with any default, breach or alleged default or breach (which becomes a default or breach) of COMPANY'S obligations, promises, representations, warranties or agreements under this Agreement, COMPANY's sale or distribution of any product, or any other act or omission on the part of COMPANY, including but not limited to, those claims identified in Sections 4.11 and 7.2 below. 2.4 "CUSTOMER AGREEMENTS" means the applicable License Agreement, License Confirmation, Product Use Rights, Master Agreement, Enrollment Agreement, Government Agreement, Program Description Select Agreement and Enterprise Agreement. 2.5 "DOCUMENTATION COMPONENTS" means any supplemental disk sets and Software Product documentation available from Microsoft Worldwide Fulfillment or such other fulfillment source that MICROSOFT may designate in writing. 2.6 "ELECTRONIC DATA INTERCHANGE" or "EDI" means the ANSI-ASCII X.12 standard, adopted by CompTIA or any other standard selected by MICROSOFT from time to time, by which COMPANY will exchange EDI transactions (e.g., sales reporting, submission of purchase orders, and other required transactions) with MICROSOFT. 2.7 "END USER" means the ultimate consumer of Software Product. 2.8 "ENROLLMENT" means the document(s) that the Volume Licensing Customer or Volume Licensing Customer Affiliate submits to MICROSOFT to enroll in a Volume Licensing Program and make its initial selection of Software Products thereunder (including without limitation, document(s) authorizing a third-party outsourcer to receive Software Products under the terms of a specific Customer Agreement for the sole purpose of leasing, sublicensing, or otherwise making Software Products available to the Volume Licensing Customer). 115712	Microsoft Microsoft Corp. As referenced in this Large Account Reseller Agreement: MICROSOFT CORP – {DOCUMENT} {TYPE}EX-10.2 {SEQUENCE}4 {PAGE} EXHIBIT 10.2 MICROSOFT CORP ORATION LARGE ACCOUNT RESELLER AGREEMENT This Microsoft Corporation Large Account Reseller Agreement ("Agreement") is entered into as of the 1st day of October, _____________ Microsoft Corp – {DOCUMENT} {TYPE}EX-10.2 {SEQUENCE}4 {PAGE} EXHIBIT 10.2 MICROSOFT CORPORATION LARGE ACCOUNT RESELLER AGREEMENT This Microsoft Corp oration Large Account Reseller Agreement ("Agreement") is entered into as of the 1st day of October, 2001 (the "Effective Date") between MSLI, G. _____________ Microsoft Corp – meanings: 2.1 "AFFILIATED COMPANIES" means those MICROSOFT companies directly involved in the sale of Microsoft Volume Licensing, including, but not limited to Microsoft Corp oration, Microsoft Ireland Operations Limited, and Microsoft Operations Pte Ltd. 2.2. "CHANNEL PARTNER WEB SITE" means the secure web site that COMPANY _____________ Microsoft Corp – to COMPANY by MICROSOFT or any entity authorized by MICROSOFT that enables COMPANY to accomplish returns to MICROSOFT as provided in this Agreement. Microsoft Corp oration Page 2 Large Account Reseller Agreement {PAGE} 2.22 "SELECT AGREEMENT" means the Microsoft Select Agreement and any prior or successor agreement _____________ Microsoft Corp – Software CDs and any other applicable materials delivered by MICROSOFT to COMPANY after full execution of an Enrollment under Section 6.1 below. Microsoft Corp oration Page 3 Large Account Reseller Agreement {PAGE} 3. TERM AND TERMINATION 3.1 TERM This Agreement takes effect on the Effective Date _____________ dt 116491 ; Microsoft Microsoft Corp. ( Software & Programming ) As referenced in this Large Account Reseller Agreement: MICROSOFT CORP – {DOCUMENT} {TYPE}EX-10.2 {SEQUENCE}4 {PAGE} EXHIBIT 10.2 MICROSOFT CORP ORATION LARGE ACCOUNT RESELLER AGREEMENT This Microsoft Corporation Large Account Reseller Agreement ("Agreement") is entered into as of the 1st day of October, _____________ Microsoft Corp – {DOCUMENT} {TYPE}EX-10.2 {SEQUENCE}4 {PAGE} EXHIBIT 10.2 MICROSOFT CORPORATION LARGE ACCOUNT RESELLER AGREEMENT This Microsoft Corp oration Large Account Reseller Agreement ("Agreement") is entered into as of the 1st day of October, 2001 (the "Effective Date") between MSLI, G. _____________ Microsoft Corp – meanings: 2.1 "AFFILIATED COMPANIES" means those MICROSOFT companies directly involved in the sale of Microsoft Volume Licensing, including, but not limited to Microsoft Corp oration, Microsoft Ireland Operations Limited, and Microsoft Operations Pte Ltd. 2.2. "CHANNEL PARTNER WEB SITE" means the secure web site that COMPANY _____________ Microsoft Corp – to COMPANY by MICROSOFT or any entity authorized by MICROSOFT that enables COMPANY to accomplish returns to MICROSOFT as provided in this Agreement. Microsoft Corp oration Page 2 Large Account Reseller Agreement {PAGE} 2.22 "SELECT AGREEMENT" means the Microsoft Select Agreement and any prior or successor agreement _____________ Microsoft Corp – Software CDs and any other applicable materials delivered by MICROSOFT to COMPANY after full execution of an Enrollment under Section 6.1 below. Microsoft Corp oration Page 3 Large Account Reseller Agreement {PAGE} 3. TERM AND TERMINATION 3.1 TERM This Agreement takes effect on the Effective Date _____________ dt 116491 ;	Software Spectrum Inc.
$57	Preview Full Doc	2002	Development and Reseller Agreement Development and Reseller Agreement (106K) Doc #116864: Click preview link for longer preview. NEST OFFICE SDK DEVELOPMENT AND RESELLER AGREEMENT STATEMENT OF WORK 8 to BDA No. N-A-1 1. PURPOSE. Novell develops and markets the NEST Office SDKs, and under written agreements authorizes third parties to create and distribute network enabled devices containing NEST Office SDK technologies. The mission of Peerless Systems Networking ("PSN"), formerly Auco, Inc. and now a wholly-owned subsidiary of Peerless Systems Corporation, is to provide the best tools and most efficient services available to help office peripheral manufacturers include customized networking support in their products. This SOW 8 sets forth the terms and conditions under which PSN will be appointed as a distributor of the NEST Office SDK. 2. DEFINITIONS. a. "Add-On Product" shall mean a product that does not include Licensed Work Code, but which utilizes APIs of the NEST Office SDK. b. "Authentication Code" shall mean the following modules of the Licensed Works which Novell licenses from third parties subject to certain restrictions set forth in Section 4.a.i below: * from the Licensed Works so identified by Novell upon receipt of notice by Novell, which notice Novell will make