Exhibit 10.2
Oracle Software License and Service Agreement
Exhibit 10.2
Page 1 of 8
ORACLE NETWORK LICENSE ORDER FORM
Customer Name: Booktech, Inc.
Customer Location: 605 Main Street Contract Administrator: Moe Shepard Phone: 781-729-6250
Winchester, MA 01890 Fax: 781-729-5936
Technical Contact: Moe Shepard Phone: 781-729-6250
Fax: 781-729-5936
ORACLE CONTRACT INFORMATION
Agreement: Software License and Services Agreement
Agreement Name: SLSA - - - AUG-99
This Network License Order and attachment(s) ("Order Form")
are placed in accordance with the agreement specified above
("Agreement").
Customer hereby orders the Program licenses described herein for
use in the United States, unless otherwise specified.
The "Network" is defined as any number of Computers of the
Designated Systems listed in this Order Form, except for
Power-Unit based, Computer-based, Processor-based licensee or
other similar licenses as specified herein.
A. DESIGNATED SYSTEMS/PROGRAMS
Make/Model: SUN SPARC Make/Model: HIP98XX
Operating System: Solaris Operating System: HP-UX
Media: CD Media: CD
Page 2 of 8
Description Quantity License Level License Type
- --------------------------------------------------------------------------------------------
Per User Licenses:
- ------------------
For use in the U. S.
Oracle8i Enterprise Edition 16 Full Use Concurrent
Diagnostics Management Pack 16 Full Use Concurrent
Timing Management Pack 16 Full Use Concurrent
Oracle Developer Server 16 Full Use Concurrent
Application Server Enterprise Edition 16 Full Use Concurrent
Power Units Licenses:
- ---------------------
For use in the U.S.
Oracle8i Enterprise Edition 1344 Web Application Specific Power Unit
interMedia 1344 Web Application Specific Power Unit
Diagnostics Management Pack 1344 Web Application Specific Power Unit
Tuning Management Pack 1344 Web Application Specific Power Unit
WebDB 1344 Web Application Specific Power Unit
Application Server Enterprise Edition 1344 Web Application Specific Power Unit
iStore 672 Web Application Specific Power Unit
iPayment 672 Web Application Specific Power Unit
Oracle Applications Licenses:
- -----------------------------
For use in the U.S.
Oracle Financials 7 Full Use Named
Oracle Discrete Manufacturing 1 Full Use Named
Oracle Order Management 7 Full Use Named
Oracle Purchasing 1 Full Use Named
Oracle Financials 2 Full Use Casual
Oracle Discrete Manufacturing 24 Full Use Casual
Oracle Order Management 5 Full Use Casual
Oracle Purchasing 3 Full Use Casual
For purposes of this Order Form , Named and Casual Users of the Applications
Programs above shall he counted based on Primary Usage.
Oracle Self-Service Human Resources 500 Full Use Employee
Oracle Human Resources 500 Full Use Employee
Page 3 of 8
Description Quantity License Level License Type
- --------------------------------------------------------------------------------------------
Oracle Product Configurator 2 Full Use Named
Oracle HR Intelligence 500 Full Use Employee
Oracle Financials Intelligence 500 Full Use Employee
Oracle Operations Intelligence 500 Full Use Employee
Per Client Licenses:
- --------------------
For use in the U.S.
Oracle Discoverer End User Edition 5 Full Use Named
Oracle Discoverer Administration Edition 1 Full Use Named
Oracle Reports 1 Full Use Developer
Enterprise Developer Suite 1 Full Use Developer
Net License Fees: $485,855
Hot Backup Fees: $113,068
Initial Year Annual Technical Support Fee: $109,081
Technical Support Type: Silver
Net Fee for 50 Education Units: $20,000
Total Fees: $728,004
Page 4 of 8
ORACLE*
B. GENERAL TERMS
1. Web Application Specific. For the purposes of this Order Form, a Web
Application Specific Program shall mean a Program license which may only be
accessed by clients via internet networking protocols and which is limited to
use solely for Customer's application software defined as Student and
Professor Portals. Notwithstanding any use restrictions in the Agreement or
Oracle Program License Terms, Customer's application may only allow third
party web access to a licensed Web Application Specific Program for viewing,
querying, or adding data only, so long as such use is in accordance with the
other terms of the Agreement. Web Application Specific Programs are to be
generated by Customer from Full Use Programs.
2. Technical Support. Annual Technical Support services ordered by Customer will
be provided under Oracle's Technical Support policies and pricing in effect
on the date Technical Support is ordered and shall be effective upon shipment
(or upon Order Form Effective Date for products not requiring shipment);
first year Technical Support is quoted above, if ordered. Fees for Technical
Support are due and payable annually in advance.
3. Miscellaneous. Customer is licensed to use each Program only on the
Designated System(s) specified in Section A of this Order Form and for which
such Program is available on the Effective Date. The Shipment Summary
included with this Order Form specifies the Programs on the particular
Designated Systems requested by Customer and are currently being shipped to
Customer. Oracle shall deliver to the Customer Location, for use in the U.S.,
1 copy of the software media ("Master Copy") and 1 set of Documentation (in
the form generally available) for each Program currently available in
production release as of the Effective Date below for use on the Network.
Customer shall have the right to make up to 1 copy of the Program(s),
including Documentation, for each license of the Program(s) and the Customer
shall be responsible for installation of the software. All fees under this
Order Form shall be due and payable net 30 days from date of invoice, and
shall be non-cancelable and the sums paid nonrefundable. Customer agrees to
pay applicable sales/use tax, media, and shipping charges. If Customer loses
or damages the media containing a Program licensed hereunder, upon Customer's
written notice Oracle will provide a replacement copy thereof, under Oracle's
then current Technical Support policies, for a media and shipping charge. The
following shipping terms shall apply: FOB Destination, Prepaid and Add. These
terms shall also apply to any options exercised by Customer. Oracle may refer
to Customer as a customer in sales presentations, marketing vehicles and
activities. For purposes of this Order Form, Applications and/or Tools
Programs may also include any source code Oracle may provide as part of its
standard shipment of such Programs, which source code shall be governed by
the terms of the Agreement.
Page 5 of 8
C. OTHER
1. Additional Designated Systems. Until 2 years from the Effective Date,
Customer shall have the option to add 3 additional Designated System type(s)
("Additional Designated System") to this Order Form at no charge, if: (i) the
Programs licensed herein are available in production release status on the
Additional Designated System at the time Customer elects to add the
Additional Designated System; and (ii) Customer has continuously maintained
Technical Support for such Programs.
Oracle shall ship to the Customer Location a single Master Copy of the
Programs licensed herein for the Additional Designated System added. These
Programs may only be copied and installed in accordance with the terms of
this Order Form; Oracle has no further shipment obligation other than as
specified above. Programs licensed herein for use on Additional Designated
System(s) may not be currently available. Customer has not relied on
potential availability in entering into the payment obligations in this Order
Form. Oracle is under no obligation to change current availability.
2. Hot Backup. In consideration for the hot backup fees specified in this Order
Form, with respect to each of the Program licenses ordered under this Order
Form, Customer shall have the right to install and use such Programs on a
backup computer with the same number of processors and of the same make and
model as the Designated System type for the purpose of temporary disaster
recovery and testing. Customer shall have the right to maintain a "hot" or
"live" copy of the Programs on such backup computer at all times for
immediate production use only in the case of a primary computer malfunction
that renders the Programs inoperable on the applicable Designated System
type. At no time shall Customer have the right to use the Programs on the
Designated System type and the backup computer simultaneously.
Customer and Oracle agree that the terms and pricing of thus Order Form shall
not be disclosed without the prior written consent of the other party. This
quote is valid through August 20, 1999 and shall become binding upon execution
by Customer and acceptance by Oracle.
BOOKTECH INC. ORACLE CORPORATION
Signature: Signature:
--------------------------- ---------------------------
Name: /s/ Morris A. Sheppard Name:
-------------------------------- --------------------------------
Title: Chairman & CEO Title:
------------------------------- -------------------------------
Effective Date: 8.23.99
----------------------
Page 6 of 8
SHIPMENT SUMMARY:
PROGRAMS DESIGNATED SYSTEMS MEDIA TYPE
-------- ------------------ ----------
Oracle8i Enterprise Edition SUN SPARC/Solaris CD
Diagnostics Management Pack
Tuning Management Pack
Application Server Enterprise Edition
interMedia
WebDB
iStore
iPayment
Oracle Financials
Oracle Discrete Manufacturing
Oracle Order Management
Oracle Purchasing
Oracle Product Configuration
Oracle Financials Intelligence
Oracle Operations Intelligence
Oracle Human Resources
Oracle Self-Service Human Resources
Oracle HR Intelligence
Oracle Enterprise Edition HP 98XX/IIP-UX CD
Diagnostics Management Pack
Tuning Management Pack
Application Server Enterprise Edition
interMedia
WebDB
iStore
Oracle Financials
Oracle Discrete Manufacturing
Oracle Order Management
Oracle Purchasing
Oracle Product Configuration
Oracle Financials Intelligence
Oracle Operations Intelligence
Oracle Human Resources
Oracle Self-Service Human Resources
Page 7 of 8
Oracle HR Intelligence
Oracle Discoverer End User Edition PC Compatible/Windows NT CD
Oracle Discoverer Administration Edition
Oracle Reports
Enterprise Developer Suite
ORACLE
Page 8 of 8
JULY 1999 PRICE LIST DEFINITIONS
"Concurrent Devices" (or "Concur Dev"): is the maximum number of input devices
accessing the Programs at any given point in time. If multiplexing software or
hardware (e.g. a TP monitor, webserver product) is used, this number must be
measured at the multiplexing front-end.
"Named User" (or "Named") or "developer": is defined as an individual who is
authorized by Customer to use the Oracle Programs, regardless of whether the
individual is actively using Programs at any given time.
"Casual User" is defined as an individual authorized by the Customer to only run
queries or reports against Oracle Applications Programs. Casual Users are
licensed to use any of the above Oracle Applications Programs for which Customer
has acquired Named User licenses.
"Primary Usage" is defined as each licensed user being counted only once as a
designated Named or Casual User of the Oracle Application they will use most.
However, a licensed Named or Casual User may access all Oracle Applications
licensed under the Agreement which have been licensed under the same licensing
methodology, regardless of the designed Oracle Application of primary use.
"Mailbox" is defined as a point from which to send or receive electronic mail.
It is created when a user account or application is created in Oracle Office.
"Computer": licensed for use on a single specified computer.
"Processor": shall be defined as the actual number of processors installed in
the licensed Computer and running the Oracle Programs, regardless of the number
of processors which the Computer is capable of running.
"Client": a computer which (1) is used by only one person at a time, and (2)
executes Oracle software in local memory or stores the software on a local
storage device.
"Full Use Programs" are unaltered versions of the Programs with all functions
intact.
"Deployment Programs" may be used only to execute existing applications or
reports. They may not be used to build or modify reports or applications.
Deployment Programs are to be generated by Customer from Full Use Programs.
"Application Specific Programs" (or "App Specific"): shall mean Programs which
are limited to use solely for Customer's application software defined on the
Order Form. Application Specific Programs are to be generated by Customer from
Full Use Programs.
A "Web Specific" Program is defined as a Program license which may only be
accessed by third parties via internet networking protocols and which is limited
to use solely for deployment of Customer's public web site. Customer's
application may allow third party web access to a licensed Web Specific Program
solely for viewing, querying or adding data, provided such use is in accordance
with the other terms of the Agreement. No corporate use or internal data
processing by Customer or its clients shall be permitted with a Web Specific
Program. Prohibited corporate and internal uses shall include, but shall not be
limited to, the following types of uses; human resource, finance and
administration, internal messaging and communications, accounting, sales force
management, etc.
For Oracle Payroll, "Employee" is defined as an individual whose payment, or
payment calculations, are generated by the Programs. The term "Employee"
includes, without limitation, Customer employees, contractors, retirees, and
employees covered by workers compensation laws or regulations.
For Oracle Time Management, "Employee" is defined as an individual who submits
timecards or other time records for payroll processing.
For Oracle Self-Service Human Resources, Oracle Self-Service Purchasing, Oracle
Self-Service Expenses, and Business Intelligence System (BIS) Applications,
"Employee" is defined as an active employee of Customer.
"Foundation Services": This is limited support, and any license for which it is
purchased is not a Supported Program License.
An "Education Unit" entitles Customer to acquire education products and services
as specified in the Oracle Education catalogue in effect at the time an
Education Unit is utilized. Education Units are only valid for 12 months from
the Effective Date of the Order or as specifically stated in the applicable
order. Education Units may only be used in the country where the Education Units
were acquired or within the Territory defined in the applicable Order. Education
Units may only be used in the country where the Education Units were acquired or
within the Territory defined in the applicable Order. Customer may be required
to execute standard Oracle ordering materials in conjunction with utilizing
Education Units.
"Organizational Change Management Services" are services for assisting Customers
in managing change in their organizations. Customer's discounts for consulting
or training do not apply to such Organizational Change Management Services.
A "Suite" consists of all the functional software components described in the
Documentation.
"Module" is defined as a single production database running the Oracle
Program(s).
"Per Entry": shall mean a unique item (e.g., object, person, entity, or
information) stored within the Programs. Replicated entries stored within the
Program on multiple servers are counted as a single entry.
"Power Unit": One Power Unit is defined as one MHz of power in any Intel
compatible or RISC processor in any computer of the Designated Systems on the
Order Form on which the Programs are installed and operating. The total number
of Power Units is determined by adding together the number of MHz in all the
processors in all such computers. Customer may add processors and computers, or
modify existing processors and computers, provided that if, at any time,
Customer's use exceeds the total number of licensed Power Units, Customer will
acquire licenses for the additional Power Units. At Oracle's request, no more
than once annually, Customer shall certify in writing the Power Unit
computation, including the number of relevant computers and processors, and the
MHz of each processor. (For example: two computers with two 400 MHz processors
each would equal 1,600 Power Units.)