Statement of Work (91K)
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IBM - SELECTICA
LICENSED WORKS AGREEMENT
STATEMENT OF WORK
This Statement of Work #4902S90047("SOW") effective December 11, 2002 adopts and
incorporates by reference the terms and conditions of Licensed Works Agreement
#4902S90046 ("Agreement") between International Business Machines Corporation
("Buyer" or "IBM") and Selectica, Inc. ("Supplier" or "Selectica"). Transactions
performed under this SOW will be conducted in accordance with and be subject to
the terms and conditions of this SOW, the attached Schedules which are
incorporated herein by reference and the Agreement. Capitalized terms have the
meanings set forth in Schedule A or as otherwise defined in the Agreement or the
other Schedules.
TABLE OF CONTENTS
STATEMENT OF WORK
SCHEDULES:
A. Definitions
B. Description of Licensed Works
C. Maintenance and Support
D. Documentation
E. Response and Information Exchange
F. Consulting Services
G. Acceptance of Deliverables
H. Joint Advisory and Dispute Resolution
I. Quality
J. Communications
K. Performance Objectives
L. Publicity
M. Certificate of Originality
ATTACHMENTS:
Escrow Agreement, On Premise Guidelines
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1.0 SCOPE OF WORK
Buyer licenses from Supplier a computer software package which is designed to
enable Buyer to develop and implement worldwide web based and disconnected
configuration capability for Buyer product and service offerings for use by
Buyer's Customers, Internal Sales Force and IBM Business Partners (i.e. those
companies authorized by IBM in, writing who market IBM products) described in
this SOW and the attached Schedules.
Supplier will also provide to Buyer maintenance, documentation, education and
training materials and consulting services as described in this SOW and attached
Schedules.
2.0 LICENSED WORKS
Licensed Works and Updates to Licensed Works consist of all Supplier and Third
Party software products that are included as part of the Supplier's software
package required to develop, support and maintain both a web based and
disconnected configurator solution for Buyer's product and service offerings
that can be seamlessly integrated with Buyer's enterprise systems and data
stores, as described in Schedule B and Documentation.
3.0 RIGHTS IN LICENSED WORKS
3.1 LICENSED WORKS: Subject to the terms and conditions of this Agreement and
the payment of all fees, Supplier grants Buyer and Buyer Personnel a
nonexclusive, non-transferable, worldwide, unlimited (except as set forth in
Section 3.4) number of perpetual, irrevocable, license to prepare and have
prepared derivative works of Licensed Works to use, have used, execute,
reproduce pursuant to Section 3.3, transmit, display and perform, the Licensed
Works in Object Code form only, and Documentation, in any medium or distribution
technology for Buyer's internal use, and to transfer and distribute to Buyer's
customers, channel partners, resellers and other agents, the Object Code,
Training Materials and Documentation solely for use in connection with the
purchase, configuration and/or design of Buyer's products or third-party
products added by the Buyer. Buyer's right to prepare and have prepared
derivative works of the Externals and the Licensed Works provided herein is
through the use of Selectica Development Tools and/or through the addition of
separate code, but not through modifications to Selectica source code, and is
limited to the creation of customized configurators for Buyer based on the
Selectica Licensed Works and Externals. Buyer will own the Buyer portion of the
derivative works whether created by Buyer or by Selectica as a Developed Work
under a Work Authorization. Selectica owns the underlying Licensed Works but
will have no right to the Buyer portion of the derivative works.
3.2 EXTERNALS: Subject to the terms and conditions of this Agreement and the
payment of all fees, Supplier grants Buyer and Buyer Personnel a nonexclusive,
non-transferable, worldwide, unlimited (except as set forth in Section 3.4)
number of perpetual, irrevocable license to prepare and have prepared derivative
works of Externals and to use, have used, execute, reproduce pursuant to Section
3.3, transmit, display and perform, the Externals in any medium or distribution
technology for Buyer's internal use and to distribute to Buyer's customers,
channel partners, resellers and other agents, the Externals solely for use in
connection with the purchase, configuration and/or design of Buyer's products or
third-party products added by the Buyer. Buyer's right to prepare and have
prepared derivative works of the Externals and the Licensed Works provided
herein is through the use of Selectica Development Tools and/or through the
addition of separate code, but not through modifications to Selectica source
code, and is limited to the creation of customized configurators for Buyer based
on the Selectica Licensed Works and Externals. Buyer will own the Buyer portion
of the derivative works whether created by Buyer or by Selectica as a Developed
Work under a Work Authorization. Selectica owns the underlying Licensed Works
but will have no right to the Buyer portion of the derivative works.
3.3 LICENSED RESTRICTIONS: Buyer shall use the Licensed Works and Documentation
only for the purposes specified in Sections 3.1 and 3.2. In addition, without
limitation, Buyer shall not:
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