ORACLE ALLIANCE AGREEMENT
Oracle Alliance Agreement (the "Agreement") is between Oracle Corporation
("Oracle") and the Alliance Member identified below. The terms of this Agreement
shall apply to each Program license granted and to all services provided by
Oracle under this Agreement, which will be identified on one or more Order
Forms.
1. DEFINITIONS
1.1 "Commencement Date" means the date on which the Programs are delivered by
Oracle, or if no delivery is necessary, the Effective Date set forth on
the relevant Order Form.
1.2 "Designated System" shall mean the computer hardware and operating system
designated on the relevant Order Form or Sublicense report for use in
conjunction with a Sublicensed Program, Development License, or Marketing
Support License.
1.3 "Documentation" means the user guides and manuals for installation and use
of the Program software. Documentation is provided in CD-ROM or bound
form, whichever is generally available.
1.4 "Order Form" shall mean the document in hard copy or electronic form by
which the Alliance Member orders Program licenses, Sublicenses, and
services, and which is agreed to by the parties. The Order Form shall
reference the Effective Date of this Agreement.
1.5 "Program" shall mean the software in object code form distributed by
Oracle for which the Alliance Member is granted a license or grants a
Sublicense pursuant to this Agreement; and the media, Documentation, and
Updates therefor.
1.6 "Sublicense Addenda" shall mean the addenda to this Agreement specifying
additional Sublicense terms and Sublicense rates and fees for the various
types of Sublicenses which may be granted by the Alliance Member.
1.7 "Sublicense" shall mean a nonexclusive, nontransferable right granted by
or through the Alliance Member to an end user to use an object code copy
of the Programs with the Value-Added Package under authority of a
Sublicense Addendum. "Sublicensee" shall mean a third party who is granted
a Sublicense of the Programs with the Value-Added Package for such party's
own internal data processing purposes and not for purposes of any further
distribution.
1.8 "Technical Support" means Program support provided under Oracle's policies
in effect on the date Technical Support is ordered.
1.9 "Update" shall mean a subsequent release of a Program which Oracle makes
generally available for Program Licenses at no additional license fee
other than media and handling charges, provided the Alliance Member has
ordered Technical Support for such licenses for the relevant time period.
Updates shall not include any release, option or future product which
Oracle licenses separately.
2. RIGHTS GRANTED
2.1 Development Licenses and Trial Licenses
A. Oracle grants to the Alliance Member a nonexclusive license to use the
Development Licenses the Alliance Member obtains under this Agreement and
applicable Sublicense Addenda, as follows:
1. to develop or prototype the Value-Added Package on the Designated
System or on a backup system if the Designated System is inoperative, up
to any applicable maximum number of designated Users or other such
limitation as may be applicable;
2. to demonstrate the Programs to potential Sublicensees solely in
conjunction with the Value-Added Package;
3. to provide training and technical support to employees and to customers
solely in conjunction with the Value-Added Package;
4. to use the Documentation provided with the Programs in support of the
Alliance Member's authorized use of the Programs; and
5. to copy the Programs for archival or backup purposes; no other copies
shall be made without Oracle's prior written consent. All titles,
trademarks, and copyright and restricted rights notices shall be
reproduced in such copies. All archival and backup copies of the Programs
are subject to the terms of this Agreement.
B. The Alliance Member may order temporary trial licenses ("Trial
Licenses") for its evaluation purposes only, and not for development or
prototype purposes, for use during a period specified in the Order Form.
Each Order Form for Trial Licenses shall clearly state the trial period
and shall identify that the order is for a Trial License.
2.2 Marketing Support Licenses
Oracle grants to the Alliance Member a nonexclusive license to use
the Marketing Support Licenses the Alliance Member obtains under this
Agreement and applicable Sublicense Addenda, as follows:
A. to demonstrate the Programs to potential Sublicensees solely in
conjunction with the Value-Added Package, up to any applicable maximum
number of designated Users or other such limitation as may be applicable;
B. to develop customized prototypes of the Value-Added Package for
prospective Sublicensees on the Designated System if the Alliance Member
does not receive any fees related to the development of such customized
prototypes;
C. to use the Documentation provided with the Programs in support of the
Alliance Member's authorized use of the Programs; and
D. to copy the Programs for archival or backup purposes; no other copies
shall be made without Oracle's prior written consent. All titles,
trademarks, and copyright and restricted rights notices shall be
reproduced in such copies. All archival and backup copies of the Programs
are subject to the terms of this Agreement.
2.3 Sublicensing
A. License to Sublicense Programs
[*] Confidential Treatment Requested.
As further set forth in the applicable Sublicense Addenda, Oracle
hereby grants the Alliance Member a nonexclusive, nontransferable license
to market and grant Sublicenses as set forth in such Sublicense Addenda
and at the rates and fees set forth in such Sublicense Addenda. The
Alliance Member shall only have the right to Sublicense Programs pursuant
to an effective Sublicense Addendum between the parties hereto.
The Alliance Member shall Sublicense the Programs solely through a
written Sublicense agreement as provided under Section 2.3.B. Upon
Oracle's request, the Alliance Member shall provide Oracle with a copy of
the Alliance Member's standard Sublicense agreement.
B. Sublicense Agreement
Every Sublicense agreement shall include, at a minimum, contractual
provisions which:
1. Restrict use of the Programs to object code, subject to the
restrictions provided under the applicable Sublicense Addenda and
consistent with the Sublicense fees payable to Oracle;
2. prohibit (a) transfer of the Programs except for temporary transfer in
the event of computer malfunction; (b) assignment, timesharing and rental
of the Programs; and (c) title to the Programs from passing to the
Sublicensee or any other party;
3. Prohibit the reverse engineering, disassembly or decompilation of the
Programs and prohibit duplication of the Programs except for a single
backup or archival copy;
4. Disclaim, to the extent permitted by applicable law, Oracle's liability
for any damages, whether direct, indirect, incidental or consequential,
arising from the use of the Programs;
5. Require the Sublicensee, at the termination of the Sublicense, to
discontinue use and destroy or return to the Alliance Member all copies of
the Programs and Documentation;
6. Prohibit publication of any results of benchmark tests run on the
Programs;
7. Require the Sublicensee to comply fully with all relevant export laws
and regulations of the United States to assure that neither the Programs,
nor any direct product thereof, are exported, directly or indirectly, in
violation of United States law; and
8. Specify Oracle as a third party beneficiary of the Sublicense agreement
to the extent permitted by applicable law.
C. Marketing/Sublicensing Practices
In marketing and Sublicensing the Programs, the Alliance Member
shall:
1. Not engage in any deceptive, misleading, illegal, or unethical
practices that may be detrimental to Oracle or to the Programs;
2. Not make any representations, warranties, or guarantees to Sublicensees
concerning the Programs that are inconsistent with or in addition to those
made in this Agreement or by Oracle; and
3. Comply with all applicable federal, state, and local laws and
regulations in performing its duties with respect to the Programs.
2.4 Limitations on Use
The Alliance Member shall not use or duplicate the Programs
(including the Documentation) for any purpose other than as specified in
this Agreement or make the Programs available to unauthorized third
parties. The Alliance Member shall not (a) use the Programs for its
internal data processing or for processing customer data; (b) rent,
electronically distribute, or timeshare the Programs or market the
Programs by interactive cable or remote processing services or otherwise
distribute the Programs other than as specified in this Agreement; or (c)
cause or permit the reverse engineering, disassembly, or decompilation of
the Programs, except to the extent required to obtain interoperability
with other independently created software or as specified by law.
2.5 Title
Oracle shall retain all title, copyright, and other proprietary
rights in the Programs and any modifications or translations thereof. The
Alliance Member and its Sublicensees do not acquire any rights in the
Programs other than those specified in this Agreement.
2.6 Transfer of Programs
The Alliance Member may transfer a Development License or Marketing
Support License within its organization upon notice to Oracle; transfers
are subject to the terms and fees specified in Oracle's transfer policy in
effect at the time of the transfer.
2.7 Use of Programs by Third Parties
The Alliance Member and each Sublicensee (as the case may be) shall
have the right to allow third parties to use each such party's licensed
Programs for the licensee's operations so long as the applicable licensee
ensures that use of the Programs is in accordance with the terms of this
Agreement or the applicable Sublicense agreement.
3. TECHNICAL SERVICES
3.1 Technical Support Services
Technical Support services ordered by the Alliance Member will be
provided under Oracle's Technical Support policies in effect on the date
Technical Support is ordered.
3.2 Training Services
Oracle will provide training services agreed to by the parties under
the terms of this Agreement. For any on-site services requested by the
Alliance Member, the Alliance Member shall reimburse Oracle for actual,
reasonable travel and out-of-pocket expenses incurred.
4. FEES AND PAYMENTS
4.1 License Fees and Sublicense Fees
The Alliance Member may order Development Licenses or Marketing
Support Licenses at the standard Program license fees set forth in the
Price List or at the fees otherwise provided in a Sublicense Addendum. For
each Sublicense granted by the Alliance Member, the Alliance Member agrees
to pay Oracle a Sublicense fee as set forth in the applicable Sublicense
Addenda. The Alliance Member shall not be relieved of its obligation to
pay Sublicense fees owed to Oracle by the nonpayment of such fees by the
Sublicensee.
The Alliance Member is free to determine unilaterally its own
license fees to its Sublicensees. If the Alliance Member or a Sublicensee
upgrades the Programs to a larger computer, transfers the Programs outside
the United States and/or to another operating system, or increases the
licensed number of Users, the Alliance Member will pay additional
Sublicense fees to Oracle as provided under Oracle's transfer policies and
rates in effect at the time the Program is upgraded or transferred.
4.2 Technical Support Fees
[*] Confidential Treatment Requested.
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Technical Support services ordered by the Alliance Member for
Development Licenses and Marketing Support Licenses will be provided under
Oracle's Technical Support policies and rates in effect on the date
Technical Support is ordered.
4.3 General Payment Terms
Except as otherwise provided in a Sublicense Addendum, all fees
shall be due and payable 30 days from the invoice date. Fees due by the
Alliance Member shall not be subject to set off for any claims against
Oracle. All payments made shall be in United States currency and shall be
made without deductions based on any taxes or withholdings, except where
such deduction is based on Oracle's gross income. Any amounts payable by
the Alliance Member hereunder which remain unpaid after the due date shall
be subject to a late charge equal to 1.5% per month from the due date
until such amount is paid. The Alliance Member agrees to pay applicable
media and shipping charges. The Alliance Member shall issue a purchase
order, or alternative document acceptable to Oracle, on or before the
Effective Date of the applicable Order Form.
4.4 Taxes
The fees listed in this Agreement do not include taxes; if Oracle is
required to pay sales, use, property, value-added, or other taxes based on
the licenses, Sublicenses or services granted under this Agreement or on
the Alliance Member's or a Sublicensee's use of Programs or services, then
such taxes shall be billed to and paid by the Alliance Member. This shall
not apply to taxes based on Oracle's income.
5. RECORDS
5.1 Records Inspection
The Alliance Member shall maintain adequate books and records in
connection with activity under this Agreement. Such records shall include,
without limitation, executed Sublicense agreements, the information
required in or related to the Sublicense reports required under a
Sublicense Addendum, the number of copies of Programs used or Sublicensed
by the Alliance Member, the computers on which the Programs are installed,
and the number of Users using the Programs. Oracle may audit the relevant
books and records of the Alliance Member and Alliance Member's use of the
programs. Any such audit shall be conducted during regular business hours
at the Alliance Member's offices and shall not interfere unreasonably with
the Alliance Member's business activities. If an audit reveals that the
Alliance Member has underpaid fees to Oracle, the Alliance Member shall be
invoiced for such underpaid fees.
Audits shall be made no more than once annually.
5.2 Notice of Claim
The Alliance Member will notify the Oracle legal department promptly
in writing of: (a) any claim or proceeding involving the Programs that
comes to its attention; and (b) any material change in the management or
control of the Alliance Member.
6. TERM AND TERMINATION
6.1 Term
This Agreement shall become effective on the Effective Date and
shall be valid until the expiration or termination of all Sublicense
Addenda hereunder, unless terminated earlier as set forth herein. If not
otherwise specified on the Order Form, each Program license granted under
this Agreement shall remain in effect perpetually under the terms of this
Agreement unless the licenses or this Agreement is terminated as provided
in this Article 6. The term of each Sublicense Addendum hereunder shall be
as set forth in each such Addendum.
6.2 Termination by the Alliance Member
The Alliance Member may terminate any Program license or any
Sublicense Addenda at any time; however, termination shall not relieve the
Alliance Member's obligations specified in Section 6.5.
6.3 Termination by Oracle
Oracle may terminate any Program license, any Sublicense Addenda, or
this Agreement upon written notice if the Alliance Member materially
breaches this Agreement and fails to correct the breach within 30 days
following written notice specifying the breach.
6.4 Force Majeure
Neither party shall be liable to the other for failure or delay in
the performance of a required obligation if such failure or delay is
caused by strike, riot, fire, flood, natural disaster, or other similar
cause beyond such party's control, provided that such party gives prompt
written notice of such condition and resumes its performance as soon as
possible, and provided further that the other party may terminate this
Agreement if such condition continues for a period of one hundred eighty
(180) days.
6.5 Effect of Termination
Upon expiration or termination of a Sublicense Addendum or this
Agreement, all of the Alliance Member's rights to market and Sublicense
the Programs as set forth in such Sublicense Addendum or this Agreement
shall cease.
The termination of this Agreement, a Sublicense Addendum, or any
license shall not limit either party from pursuing any other remedies
available to it, including injunctive relief, nor shall such termination
relieve the Alliance Member's obligation to pay all fees that have accrued
or that are owed by the Alliance Member under a Sublicense Addendum or any
Order Form, or that appear in a Sublicense report. The parties' rights and
obligations under Sections 2.4, 2.5, 2.6 and Articles 4, 5, 6, 7, and 8
shall survive termination of this Agreement. Upon termination, the
Alliance Member shall cease using, and shall return or destroy, all copies
of the applicable Programs.
7. INDEMNITY, WARRANTIES, REMEDIES
7.1 Infringement Indemnity
Oracle will defend and indemnify the Alliance Member against a claim
that Programs infringe a copyright or patent or other intellectual
property right, provided that: (a) the Alliance Member notifies Oracle in
writing within 30 days of the claim; (b) Oracle has sole control of the
defense and all related settlement negotiations; and (c) the Alliance
Member provides Oracle with the assistance, information and authority
necessary to perform Oracle's obligations under this Section. Reasonable
out-of-pocket expenses incurred by the Alliance Member in providing such
assistance will be reimbursed by Oracle. Oracle shall have no liability
for any claim of infringement based on use of a superseded or altered
release of Programs if the infringement would have been avoided by the use
of a
[*] Confidential Treatment Requested.
3
current unaltered release of the Programs which Oracle provides to the
Alliance Member.
In the event the Programs are held or are believed by Oracle to
infringe, Oracle shall have the option, at its expense, to (a) modify the
Programs to be noninfringing; or (b) obtain for the Alliance Member a
license to continue using the Programs. If it is not commercially
reasonable to perform either of the above options, then Oracle may
terminate the license for the infringing Programs and refund the license
fees paid for those Programs. This Section 7.1 states Oracle's entire
liability and the Alliance Member's exclusive remedy for infringement.
7.2 Warranties and Disclaimers
A. Program Warranty
Oracle warrants for a period of one year from the Commencement Date
that each unmodified Program will perform the functions described in the
Documentation.
B. Media Warranty
Oracle warrants the tapes, diskettes or other media to be free of
defects in materials and workmanship under normal use for 90 days from
the Commencement Date.
C. Services Warranty
Oracle warrants that its Technical Support and training services
will be performed consistent with generally accepted industry standards.
This warranty shall be valid for 90 days from performance of service.
D. Disclaimers
THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Oracle does not warrant that the Programs will operate in
combinations other than as specified in the Documentation or that the
operation of the Programs will be uninterrupted or error free.
Pre-Production releases of Programs and computer-based training products
are distributed "As Is."
The Alliance Member shall not make any warranty on Oracle's behalf.
7.3 Exclusive Remedies
For any breach of the warranties contained in Section 7.2 above, the
Alliance Member's exclusive remedy, and Oracle's entire liability, shall
be:
A. For Programs
The correction of Program errors that cause breach of the warranty,
or if Oracle is unable to make the Program operate as warranted, the
Alliance Member shall be entitled to recover the fees paid to Oracle for
the Program license.
B. For Media
The replacement of defective media returned within 90 days of the
Commencement Date.
C. For Services
The reperformance of the services, or if Oracle is unable to perform
the services as warranted, the Alliance Member shall be entitled to
recover the fees paid to Oracle for the unsatisfactory services.
7.4 Indemnification of Oracle
The Alliance Member agrees to enforce the terms of its Sublicense
agreements required by this Agreement so as to effect a timely cure of any
Sublicense breach, and to notify Oracle of any known breach of such terms.
The Alliance Member will defend and indemnify Oracle against: A. All
claims and damages to Oracle arising from any use by the Alliance Member
or its Sublicensees of any product not provided by Oracle but used in
combination with the Programs if such claims would have been avoided by
the exclusive use of the Programs; and B. All claims and damages to Oracle
caused by the Alliance Member's failure to include the required
contractual terms set forth in Section 2.3.B hereof in each Sublicense
agreement.
7.5 Equitable Relief
The Alliance Member acknowledges that any breach of its obligations
with respect to proprietary rights of Oracle will cause Oracle irreparable
injury for which there are inadequate remedies at law and that Oracle
shall be entitled to equitable relief in addition to all other remedies
available to it.
8. GENERAL TERMS AND CONDITIONS
8.1 Nondisclosure
By virtue of this Agreement, the parties may have access to
information that is confidential to one another ("Confidential
Information"). Confidential information shall be limited to the Programs,
the terms and pricing under this Agreement, and all information clearly
identified as confidential.
A party's Confidential Information shall not include information
that: (a) is or becomes a part of the public domain through no act or
omission of the other party; (b) was in the other party's lawful
possession prior to the disclosure and had not been obtained by the other
party either directly or indirectly from the disclosing party; (c) is
lawfully disclosed to the other party by a third party without restriction
or disclosure; or (d) is independently developed by the other party. The
Alliance Member shall not disclose the results of any benchmark tests of
the Programs to any third party without Oracle's prior written approval.
The parties agree to hold each other's Confidential Information in
confidence during the term of this Agreement and for a period of two years
after termination of this Agreement. The parties agree, unless required by
law, not to make each other's Confidential Information available in any
form to any third party for any purpose other than the implementation of
this Agreement. Each party agrees to take all reasonable steps to ensure
that Confidential Information is not disclosed or distributed by its
employees or agents in violation of the terms of this Agreement.
8.2 Copyrights
The Programs are copyrighted by Oracle. The Alliance Member shall
retain all Oracle copyright notices on the Programs used by the Alliance
Member under its Development Licenses or Marketing Support Licenses. The
Alliance Member shall include the following on all copies of the Programs
in software Value-Added Packages incorporating the Programs distributed by
the Alliance Member:
A. A reproduction of Oracle's copyright notice; or
B. A copyright notice indicating that the copyright is vested in the
Alliance Member containing the following
1. A "c" in a circle and the word "copyright";
2. The Alliance Member's name;
[*] Confidential Treatment Requested.
4
3. The date of copyright; and
4. The words "All Rights Reserved."
Such notices shall be placed on the Documentation, the sign-on
screen for any software Value-Added Package incorporating the Programs,
and the diskette or tape labels. Notwithstanding any copyright notice by
the Alliance Member to the contrary, the copyright to the Program included
in any such application package shall remain in Oracle. Other than as
specified above, on any reproduction or translation of any Programs,
Documentation, or promotional material, the Alliance Member agrees to
reproduce Oracle's copyright notices intact.
8.3 Trademarks
"Oracle" and any other trademarks and service marks adopted by
Oracle to identify the Programs and other Oracle products and services
belong to Oracle; the Alliance Member will have no rights in such marks
except as expressly set forth herein and as specified in writing from time
to time. The Alliance Member's use of Oracle's trademarks shall be under
Oracle's trademark policies and procedures in effect from time-to-time.
The Alliance Member agrees not to use the trademark "ORACLE," or any mark
beginning with the letters "Ora," or any other mark likely to cause
confusion with the trademark "ORACLE" as any portion of the Alliance
Member's tradename, trademark for the Alliance Member's Value-Added
Package, or trademark for any other products of the Alliance Member. The
Alliance Member shall have the right to use the trademark "ORACLE" and
other Oracle trademarks solely to refer to Oracle's Programs, products and
services.
The Alliance Member agrees with respect to each registered trademark
of Oracle, to include in each advertisement, brochure, or other such use
of the trademark, the trademark symbol "circle R" and the following
statement:
_______________ is a registered trademark of Oracle Corporation, Redwood
City, California.
Unless otherwise notified in writing by Oracle, the Alliance Member
agrees, with respect to every other trademark of Oracle, to include in
each advertisement, brochure, or other such use of the trademark, the
symbol "TM" and the following statement:
____________ is a trademark of Oracle Corporation, Redwood City,
California.
The Alliance Member shall not market the Oracle Programs in any way
which implies that the Oracle Programs are the proprietary product of the
Alliance Member or of any party other than Oracle. Oracle shall not have
any liability to the Alliance Member for any claims made by third parties
relating to the Alliance Member's use of Oracle's trademarks.
8.4 Relationships Between Parties
In all matters relating to this Agreement, the Alliance Member will
act as an independent contractor. The relationship between Oracle and the
Alliance Member is that of licensor/licensee. Neither party will represent
that it has any authority to assume or create any obligation, express or
implied, on behalf of the other party, nor to represent the other party as
agent, employee, franchisee, or in any other capacity. Nothing in this
Agreement shall be construed to limit either party's right to
independently develop or distribute software which is functionally similar
to the other party's product, so long as proprietary information of the
other party is not included in such software.
8.5 Assignment
The Alliance Member may not assign or otherwise transfer any rights
under this Agreement without Oracle's prior written consent.
8.6 Notice
All notices, including notices of address change, required to be
sent hereunder shall be in writing and shall be deemed to have been given
when mailed by first class mail to the first address listed in the
relevant Order Form (if to the Alliance Member) or to the Oracle address
on the Order Form (if to Oracle).
To expedite order processing, the Alliance Member agrees that Oracle
may treat documents faxed by the Alliance Member to Oracle as original
documents; nevertheless, either party may require the other to exchange
original signed documents.
8.7 Governing Law/Jurisdiction
This Agreement, and all matters arising out of or relating to this
Agreement, shall be governed by the substantive and procedural laws of the
State of California and shall be deemed to be executed in any state or
federal court in San Francisco or San Mateo County, California. Oracle and
the Alliance Member agree to submit to the jurisdiction of, and agree that
venue is proper in, these courts in any such legal action or proceeding.
8.8 Severability
In the event any provision of this Agreement is held to be invalid
or unenforceable, the remaining provisions of this Agreement will remain
in full force and effect.
8.9 Export
The Alliance Member agrees to comply fully with all relevant export
laws and regulations of the United States ("Export Law") to assure that
neither the Programs, nor any direct product thereof, are (a) exported,
directly or indirectly, in violation of Export Laws; or (b) are intended
to be used for any purposes prohibited by the Export Laws, including,
without limitation, nuclear, chemical, or biological weapons
proliferation.
8.10 Limitation of Liability
In no event shall either party be liable for any indirect,
incidental, special or consequential damages, or damages for loss of
profits, revenue, data or use, incurred by either party or any third
party, whether in an action in contract or tort, even if the other party
or any other person has been advised of the possibility of such damages.
Oracle's liability for damages hereunder shall in no event exceed the
amount of fees paid by the Alliance Member under this Agreement, and if
such damages result from the Alliance Member's or Sublicensee's use of the
Program or services, such liability shall be limited to fees paid for the
relevant Program or services giving rise to the liability.
The provisions of this Agreement allocate the risks between Oracle
and the Alliance Member. Oracle's pricing
[*] Confidential Treatment Requested.
5
reflects this allocation of risk and the limitation of liability specified
herein.
8.11 Federal Government Sublicenses
If the Alliance Member grants a Sublicense to the United States
government, the Programs shall be provided with "Restricted Rights" and
the Alliance Member will place a legend, in addition to the applicable
copyright notices, on the documentation, and on the tape or diskette
label, substantially similar to the following:
RESTRICTED RIGHTS LEGEND
"Programs delivered subject to the DOD FAR Supplement are "commercial
computer software" and use, duplication and disclosure of the Programs
shall be subject to the licensing restrictions set forth in the applicable
license agreement. Otherwise, Programs delivered subject to the Federal
Acquisition Regulations are "restricted computer software" and use,
duplication and disclosure of the Programs shall be subject to the
restrictions in FAR 52.227-14, Rights in Data--General, including
Alternate III (June 1987)."
8.12 Waiver
The waiver by either party of any default or breach of this
Agreement shall not constitute a waiver of any other or subsequent default
or breach. Except for actions for nonpayment or breach of Oracle's
proprietary rights in the Programs, no action, regardless of form, arising
out of this Agreement may be brought by either party more than two years
after the cause of action has accrued.
8.13 Entire Agreement
This Agreement constitutes the complete agreement between the
parties and supersedes all prior or contemporaneous agreements or
representations, written or oral, concerning the subject matter of this
Agreement. This Agreement may not be modified or amended except in a
writing signed by a duly authorized representative of each party; no other
act, document, usage or custom shall be deemed to amend or modify this
Agreement.
It is expressly agreed that the terms of this Agreement and any
Order Form shall supersede the terms in any Alliance Member purchase order
or other ordering document. This Agreement shall also supersede the terms
of any unsigned or "shrinkwrap" license included in any package, media, or
electronic version of Oracle-furnished software and any such software
shall be licensed under the terms of this Agreement, provided that the use
limitations contained in an unsigned ordering document shall be effective
for the specified licenses.
The Effective Date of this Agreement shall be April 1, 1998.
Executed by the Alliance Member:
MedicaLogic Executed by Oracle Corporation:
- ----------------------------------
Authorized Signature: RACHEL ROLLINS
Authorized Signature: GUY E. FIELD --------------
------------ Name: Rachel E. Rollins
Name: Guy E. Field ------------------------------
---------------------------- Title: Contract Specialist
Title: Controller -----------------------------
---------------------------
Oracle Corporation
500 Oracle Parkway
Redwood Shores, CA 94065
(415) 506-7000
Oracle is a registered trademark of Oracle Corporation.
7-97
[*] Confidential Treatment Requested.
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AMENDMENT ONE
to the
ORACLE ALLIANCE AGREEMENT
between
MEDICALOGIC INC.
and
ORACLE CORPORATION
This document ("Amendment One") shall serve to amend the Oracle Alliance
Agreement and any amendments and addenda thereto between Medicalogic Inc. (the
"Alliance Member") and Oracle Corporation ("Oracle") dated April 1, 1998 (the
"Agreement") and any amendments or addenda thereto.
The Agreement is amended as follows:
1. Add the following to the end of Section 2.3 B 2(a) of the Agreement:
"However, the Alliance Member may permit a Sublicensee to transfer its
rights under a Sublicense Agreement to: (i) any company controlling,
controlled by, or under, control with Sublicensee; (ii) wholly owned
subsidiary of such Sublicensee; (iii) the surviving entity of a merger
involving Sublicensee or the purchaser of all or substantially all of the
assets of sublicensee or the purchaser of the portion of the business in
which the Software is used; or (iv) a management services company that
provides management for a Sublicensee's day-to-day operations, provided
that Sublicensee notifies Oracle in writing and the transferee remains
subject to all limitations of the Sublicense."
2. Notwithstanding the restrictions in the Agreement and the Runtime
Sublicense Addendum to the Agreement (the "Addendum") with respect to
restrictions on Sublicensee use, including in particular Section 2.3 B of
the Agreement, and Section [.] of the Addendum, the Alliance Member may
grant Sublicenses, pursuant to the Agreement and the Addendum, to
management service companies or others who provide electronic medical
record services to third parties, as long as Alliance Member charges such
Sublicensees a Sublicense fee based on the number of Concurrent Users and
pays to Oracle the applicable Sublicense fees as set forth in the Addendum.
3. Notwithstanding the restrictions in the Agreement with respect to the
rental of the Programs, including in particular Section 2.3(B)(2)(b) and
Section 2.4(b), the Alliance Member may rent its Value Added package, which
includes the Programs for use only as Runtime Programs as described in
Section 1.2 of the Runtime Sublicense Addendum, to up to five (5) customers
of the Alliance
[*] Confidential Treatment Requested.
Member, provided the Alliance Member charges such customers a Sublicense
fee based on the number of Concurrent Users and pays to Oracle a one-time
fee in advance for such Program Sublicenses in the rented Value Added
Package. Such Value Added Packages may only be rented once to one customer
and may not be rented again to a different customer. Any additional rental
arrangements shall require additional fees and approval by Oracle.
Other than the modifications set forth above, the terms and conditions of the
Agreement remain unchanged and in full force and effect.
The Effective Date of this Amendment One is April 1, 1998.
MEDICALOGIC INC. ORACLE CORPORATION
By: GUY E. FIELD By: NICK MARQUIS
------------------------------ -----------------------------------
Name: Guy E. Field Name: Nick Marquis
---------------------------- ---------------------------------
Title: Controller Title: Manager, Alliances Sales Support
--------------------------- --------------------------------
[*] Confidential Treatment Requested.
RUNTIME SUBLICENSE ADDENDUM
This document (the "Addendum") is between Oracle Corporation ("Oracle") and
Medicalogic Inc. (the "Alliance Member") and shall be governed by the terms of
the Oracle Alliance Agreement between the Alliance Member and Oracle effective
April 1, 1998 (the "Agreement") and the terms set forth below.
1. SUBLICENSES
1.1 Sublicense Programs and Terms
The Alliance Member may only Sublicense Runtime Programs for which
the Alliance member has previously acquired a Supported Development
License for the applicable Designated System. Notwithstanding any other
provision of this Agreement, the Alliance member shall have no right to
Sublicense Programs designated as Oracle Applications Programs, Oracle
Express Programs, Limited Production Programs, or other Programs specified
by Oracle from time-to-time without the prior written consent of Oracle.
The Alliance Member shall have the right to market and grant
Sublicenses of Runtime Programs under the conditions set forth in the
Agreement and under the following restrictions:
A. Sublicense Runtime Programs with the Application Program in the
Application Package for use on Designated Systems to Sublicensees. Each
copy of the Runtime Programs distributed shall be for the Sublicensee's
own internal use in the Territory only on a single Designated System
limited to a maximum number of Users; and
B. Make and deliver to the Sublicensee a single copy of the Runtime
Programs in the Application Package for each Sublicense granted.
The Alliance member shall use all practical means available, both
contractual and technical, to control the restricted use of each Runtime
Program Sublicense. If a Sublicensee uses the Runtime Program beyond the
limited functionality described in Section 1.2 hereof, the Alliance member
or Distributor shall immediately notify the Sublicensee of such
unauthorized use and if the Sublicensee fails to discontinue such
unauthorized use following notification either terminate the Sublicense or
forward to Oracle one hundred percent (100%) of the applicable Full Use
standard Program license fees in effect at the time the payment is made to
Oracle together with a written request by the Sublicensee for a Full Use
Program license from Oracle. Oracle must approve, in writing, the
Sublicensee's request before continued use of the Programs by the
Sublicensee shall be deemed authorized.
1.2 Runtime Programs
For the purposes of this Addendum, "Runtime Program(s)" shall mean
Programs which shall be limited to use solely for the purpose of executing
an unmodified standard version of the Alliance Member's Application
Program. Runtime Programs may not be use to build or modify reports or
applications. "Full Use Programs" shall mean unaltered versions of the
Programs with all functions intact.
1.3 Value-Added Package
For the purposes of this Addendum, "Application Program(s)" shall
mean the Alliance Member's value-added application software, described in
the attached Application Package Attachment with which the Runtime
Programs are to be coupled. "Application Package(s)" shall mean the
Runtime Programs coupled with the Application Programs. For purposes of
the Agreement, the Application Program shall be regraded as the Alliance
member's Value-Added Package.
1.4 Trial Sublicenses
The Alliance Member and its Distributors shall be entitled to grant,
at no charge, up to a maximum combined total of ten (10) temporary Trial
Sublicenses of the Application Package at any one time. Such Sublicenses
shall be for evaluation purposes only and shall be for a period not to
exceed thirty (30) days. The Alliance Member shall pay Oracle Sublicense
fees for any Trial Sublicenses in excess of thirty (30) days. Each such
Trial Sublicense shall be Sublicensed under a Sublicense agreement which
provides for such trial use.
1.5 Distributors
Oracle grants the Alliance Member the right to appoint third parties
("Distributors") to market and Sublicense the Runtime Programs in the
Territory, under the terms of the Agreement and this Addendum. However,
Distributors shall have no right to make copies of the Programs for
Sublicensing and shall obtain all such Programs from the Alliance Member.
Each Distributor shall execute a written agreement with the Alliance
Member binding the Distributor to provisions substantially similar to
those contained in Sections 2.3, 2.4, 2.5, 5.1, 5.2, 6.1, 6.3, 6.4, 6.5,
7.2.D, 7.5, 8.1, 8.2, 8.3, 8.5, 8.7, 8.9, 8.10, and 8.11 of the Agreement
and to those contained in Sections 1 (except 1.5), 3, 4, 5, and 6 of this
Addendum. Each obligation of the Alliance Member under such provisions
shall also be applicable to each Distributor. Each Distributor agreement
shall also contain any other provisions necessary for the Alliance Member
to satisfy its commitments under the Agreement. The Alliance Member shall
notify Oracle promptly in writing of the appointment of each such
Distributor.
In addition, the Alliance Member shall keep executed Distributor
agreements and records of the Distributor information required under the
Alliance Member's Sublicense reports, and shall allow Oracle to inspect
such information as specified under the Agreement. The Alliance Member
will defend and indemnify Oracle against all damages to Oracle caused by
the Distributors' failure to include the
[*] Confidential Treatment Requested.
required contractual terms set forth in Section 2.3.B of the Agreement in
each Sublicense agreement. The Alliance Member agrees to enforce the terms
of its Distributor agreements required under this Section so as to effect
a timely cure of any Distributor breach, and to notify Oracle of any known
breach of such terms.
1.6 Documentation
The Alliance Member shall be responsible for providing documentation
for Sublicensees. The Alliance Member shall have the right to incorporate
portions of the Documentation into the Alliance Member's documentation,
subject to the provisions of Section 8.2 of the Agreement.
2. SUBLICENSE FEES
2.1 Sublicense Fees and Rate
For each copy of the Programs Sublicensed by the Alliance Member or
its Distributor in the Application package, the Alliance Member agrees to
pay Oracle a Sublicense fee equal to [*] percent ([*]%) of the applicable
license fee for each such Program, as specified in the applicable Price
List and Alliance Member Price List supplement to such Price List in
effect at the time the applicable Programs are Sublicensed.
As further specified in Section 6 of this Addendum, Sublicense fees
shall be due and payable within twenty (20) days of the last day of each
month. The Alliance Member shall not be relieved of its obligation to pay
Sublicense fees owed to Oracle by the nonpayment of such fees by the
Sublicensee.
On or after each anniversary during the Term of this Addendum,
Oracle may amend the Sublicense fee percentage rate set forth above based
on Oracle's then-current standard Sublicense fee percentage rate schedule
and the actual amount of Sublicense fees received by Oracle hereunder.
2.2 Price List for Sublicenses
Notwithstanding any other provision of the Agreement, the applicable
Price List for determining Sublicense fees shall be the standard Price
List in effect at the time the Application Package is Sublicensed.
Notwithstanding any other provision of this Agreement, if the
Alliance Member issues a written Sublicense quote and such quote is
accepted by the applicable Sublicensee, for a period of ninety (90) days
after the date of submission of the quote to the Sublicensee, the
Sublicense fee applicable to the Programs identified in the quote shall be
based on the Price List in effect on such date.
2.3 Users
The Sublicense fees for a Program shall be based and priced on the
applicable User Level for the maximum number of Users for such Program, as
specified in the Price List. The Alliance Member shall have the right to
Sublicense Programs on any User basis specified in the Price List in
effect at the time the applicable Program is Sublicensed.
TERM
This Addendum shall become effective on the Effective Date of this
Addendum and shall be valid for three (3) years (the "Term") from the
Effective Date, unless terminated as provided in the Agreement. Any
renewal of this Addendum shall be subject to renegotiation of terms and
fees.
Unless the expiration or termination is for default by the Alliance
Member, the Alliance Member may continue using the release of the Programs
then in the Alliance Member's possession on the Designated Systems for
which Development Licenses were granted, solely for the purpose of
continuing technical support for Sublicenses granted prior to termination.
Such continued use of the Programs shall be subject to all the provisions
of this Agreement, including, without limitation, payment of the Technical
Support Fees specified herein.
4. TERRITORY
The Alliance Member shall have the right to market and grant
Sublicenses of Programs in the United States only (the "Territory").
5. TECHNICAL SUPPORT
5.1 Technical Support for Sublicensees
A. Installation
The Alliance Member or its Distributors will be responsible for any
assistance needed to install the Application Package at Sublicensee sites.
B. Sublicensing Support
The Alliance Member is responsible for providing all technical
support, training and consultations to its Sublicensees and Distributors.
In consideration of the payments specified in Section 5.2, the Alliance
Member shall have the right to use the Oracle Technical Support services
acquired for its Supported Development Licenses to provide technical
support services to its Sublicensees as further set forth in the
Agreement. The Alliance Member shall continuously maintain Oracle
Technical Support services for the Development Licenses during the period
during which the Alliance Member provides technical support services to
any Sublicensees. Any questions from the Alliance Member's Alliance
Member's Sublicensees or Distributors will be referred by Oracle to the
Alliance Member.
5.2 Technical Support Fees
For Technical Support services for Sublicensees, each year the
Alliance Member agrees to pay Oracle annual Technical Support Fees for
each Runtime Program Sublicensed under this Addendum, a previous Alliance
Member Addendum, or previous distribution agreement between the parties
hereto where the Sublicensee received technical support services for such
Runtime Program during the applicable support period from the Alliance
Member. Annual Technical Support Fees for a Program shall be equal to the
applicable Technical Support Percentage Rate specified below,
corresponding to the highest Technical Support Services level specified
below for any Development License used under this Addendum, of the
cumulative Sublicense fees accrued to Oracle for a Sublicensed Program
supported by the Alliance Member.
Technical Support Technical Support
Services Level Percentage Rate
-------------- ---------------
Bronze [*]%
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2
Silver [*]%
Gold [*]%
Upon December 31 of each year, the Alliance Member shall provide
Oracle a report setting forth all of the Alliance Members' Sublicenses and
those Sublicensed Programs which were supported by the Alliance Member
during the calendar year. The report shall also include the applicable
Technical Support Fees due and payable to Oracle for such calendar year.
The Alliance Member shall provide Oracle with payment of all Technical
Support Fees for such calendar year required under the applicable December
31 report with such report in the form of a check made out in the amount
of such fees. All Technical Support Fees paid to Oracle are noncancelable
and nonrefundable.
On or after each anniversary during the Term of this Addendum,
Oracle may amend the Technical Support Percentage Rates set forth above
based on Oracle's then-current standard Technical Support percentage rate
schedule.
6. SUBLICENSE REPORTS
Within twenty (20) days of the last day of each and every month, the
Alliance Member shall send Oracle a report detailing for that month:
A. For each Sublicensed Application Package shipped during the prior
month, Sublicensee name, address, make/model and operating system of the
Designated System, date of shipment, Runtime Programs shipped, maximum
number of licensed Users, whether the Sublicense is a Trial Sublicense,
and total Sublicense fees and Technical Support Fees due to Oracle;
B. For each Application Program licensed to end-users to be used with
previously installed software licensed by Oracle in conjunction with the
Application Program, Sublicensee name, address, make/model and operating
system of the computer, and date of installation; and
C. The Distributor agreements executed during the prior month, including
names and addresses of the Distributors.
The Alliance Member shall require its Distributors to report this
information to the Alliance Member on a monthly basis and will include it
in the report for the month in which the Alliance Member received the
information. The Alliance Member shall provide Oracle with payment of all
fees required under the monthly report with such report in the form of a
check made out in the amount of such fees.
7. ADDITIONAL LICENSES
During the Term, the Alliance Member may order production release
versions of Oracle off-the-shelf Programs available as production release
as of the Effective Date of this Addendum and listed on the Price List in
effect as of such date. The license fee for Development Licenses shall be
equal to Oracle's standard list license fees in effect when an order is
placed. The Alliance Member shall have the right to order Programs for use
as Marketing Support Licenses at no further charge to the Alliance Member.
The Alliance Member may obtain Technical Support services from Oracle for
such Programs under Oracle's applicable Technical Support fees and
policies in effect when such services are ordered.
The Effective Date of this Addendum shall be April 1, 1998.
Executed by the Alliance Member: Executed by Oracle Corporation:
Medicalogic, Inc.
Authorized Signature: GUY E. FIELD Authorized Signature: RACHEL ROLLINS
------------ --------------
Name: Guy E. Field Name: Rachel E. Rollins
---------------------------- ------------------------------
Title: Controller Title: Contract Specialist
--------------------------- -----------------------------
ORACLE
Oracle Corporation
500 Oracle Parkway
Redwood Shores, CA 94065
(415) 506-7000
Oracle is a registered trademark of Oracle Corporation.
7-97
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3
APPLICATION PACKAGE ATTACHMENT
Name of Application Program and Application Package which the Alliance Member
will be Sublicensing under the Agreement (may not contain the trademarks
"Oracle" or "Ora" or any portion thereof):
Logician
Description of Application Package:
Logician is an Electronic Medical Records program which runs under Microsoft
Windows. It supports the entry and retrieval of patient medical information
within a single medical clinic or across separate clinics within a healthcare
organization.
Modules:
Registration -- supports the entry of patient demographic information. Chart --
supports the entry and retrieval of patient medical records. Desktop -- supports
the workflow tasks of a clinic's staff. Scheduling -- supports the scheduling of
patient appointments. Inquiry/Reports -- supports general queries and reports
across a set of patient records. LinkLogic -- used for the import and export of
data through Electronic
** see Modules continued below Functions and Objectives
Functions and Objectives:
Logician supports all the clinical data and workflow needs of a medical clinic.
** Modules continued:
Data Interfaces (EDI).
ClinicLink -- permits Logician databases at separate clinics to be accessed as a
single logical, organization-wide database of patient and configuration
information.
Setup -- used to configure Logician's features.
Various knowledgebases -- datasets and associated rules to aid in the delivery
of healthcare. For example, ConsultLogic is a knowledgebase module which aids in
determining what medical tests need to be performed in a given situation.
[*] Confidential Treatment Requested.
AMENDMENT ONE
to the
RUNTIME SUBLICENSE ADDENDUM
to the
ORACLE ALLIANCE AGREEMENT
between
MEDICALOGIC INC
and
ORACLE CORPORATION
This document ("Amendment One") shall serve to amend the Runtime Sublicense
Addendum dated April 1, 1998 (the "Addendum") to the Oracle Alliance Agreement
between Medicalogic Inc. (the "Alliance Member") and Oracle Corporation
("Oracle") dated April 1, 1998 (the "Agreement").
The parties agree to amend the Addendum as follows:
1. In the first sentence of Section 1.4, delete the words "ten (10)" and
replace them with the words "one hundred (100)."
2. Notwithstanding any provision to the contrary in Section 2.1 of the
Addendum, for each copy of the Oracle Server Program Sublicensed by the
Alliance or its Distributor as part of the Logician Application Package,
the Alliance Member agrees to pay Oracle the applicable Sublicense fee,
stated in the table below, of the applicable license fee for each such
Program, as specified in the applicable Price List in effect at the time
the applicable Programs are Sublicensed.
Program Rate
------- ----
Oracle Server [*]%
Oracle Server-Enterprise Edition, NT platform [*]%
Oracle Server-Enterprise Edition, Unix platform [*]%
3. In addition to the Sublicense rights granted under the Addendum and
notwithstanding any other provision of the Agreement and the Addendum, the
parties agree to grant the below Sublicensees the one time right to
transfer the Sublicensed Programs to another Designated System on which
such Sublicensed Programs are available in production release as of the
Effective Date of the Amendment. Such transfer shall be at no additional
charge provided: (i) the Sublicensee has maintained Oracle Technical
Support services for the Sublicensed Programs from the Effective Date of
the Order Form; and (ii) the Sublicensee maintains the same user level on
the new Designated System. All transfers of the Sublicensed Programs shall
take place prior to
[*] Confidential Treatment Requested.
December 31, 1999 and all subsequent transfer after such date shall be
subject to Oracle's transfer fees and policies in effect at the time of
transfer.
Sublicensees
Alligns - Minneapolis, MN
North Memorial - Minneapolis, MN
Providence Health Systems - Portland, OR
Riverside Physicians Services - Norfolk, VA
New York University - NY, NY
Sentara - Richmond, VA
Arizona Medical Clinic - Phoenix, AZ
Wakeforest University - Wakeforest, NC
Merrit Care - Fargo, ND
Memorial - Houston, TX
4. In Section 2.1, delete the word "month" and insert the word "Quarter" and
delete the word "monthly" and insert the word "Quarterly" in each instance
in which such words occur.
5. Delete the first sentence of Section 3 and insert the following:
"This Addendum shall become effective on the Effective Date of this
Addendum and shall be valid till December 31, 1999, unless terminated as
provided in the Agreement."
6. In Section 5, delete the word "month" and insert the word "Quarter" and
delete the word "monthly" and insert the word "Quarterly" in each instance
in which such words occur.
7. Delete the first sentence of Section 6 and insert the following:
"Within thirty (30) days of the last day of each quarterly period ending in
the months of January, April, July and October (each such period, a
"Quarter"), the Alliance Member shall send to Oracle a report detailing for
that Quarter."
8. In Section 6, delete the word "month" and insert the word "Quarter" and
delete the word "monthly" and insert the word "Quarterly" in each instance
in which such words occur.
9. During the Term of the Addendum, if Oracle changes the CPU requirements for
Sublicensing of Oracle Server as listed in the applicable Alliance Price
List, the Alliance Member shall have the right to Sublicense the Oracle
Server Program at its current rate of [*] percent ([*]%) of Net license
fees, as stated in Section 2.1 of the Addendum.
[*] Confidential Treatment Requested.
1
Other than the modifications set forth above, the terms and conditions of the
Agreement shall remain unchanged and in full force and effect.
The Effective Date of this Amendment One is April 1, 1998.
MEDICALOGIC INC. ORACLE CORPORATION
By: GUY E. FIELD By: NICK MARQUIS
------------------------------ -----------------------------------
Name: Guy E. Field Name: Nick Marquis
---------------------------- ---------------------------------
Title: Controller Title: Manager, Alliances Sales Support
--------------------------- --------------------------------
[*] Confidential Treatment Requested.
1
MedicaLogic(R) and Logician(R) are registered trademarks and LinkLogic(TM) is a
trademark of MedicaLogic, Inc. Copyright (C) 1999 MedicaLogic, Inc. All Rights
Reserved.
This Manual has been created by MedicaLogic, Inc. ("MedicaLogic") for use with
the Software and/or Databases ("Software") described in this Manual. The
Software and Databases are subject to the terms of the Customer License
Agreement accompanying the Software and may be used or copied only in accordance
with the Customer License Agreement. Federal law prohibits the copying of the
Software or the Manual except as specifically allowed in the Customer License
Agreement. No part of the Software or this Manual may be reproduced or
transmitted in any form or by any means, electronic or mechanical, except as
provided in the Customer License Agreement or with the express written
permission of MedicaLogic, Inc.
Oracle(R) is a registered trademark and Oracle7(TM) is a trademark of the Oracle
Corporation. Copyright (C) 1994 Oracle Corporation. All Rights Reserved.
ORACLE RESTRICTED RIGHTS LEGEND: Use, duplication, or disclosure by the
Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of
the Department of Defense Regulations Supplement ("DFARS") 252.227-7013. Rights
in Technical Data and Computer Software (October 1988) and Federal Acquisition
Regulation ("FAR") 52.227-14, Rights in Data-General, including Alternate III
(June 1987), as applicable. Oracle Corporation, 500 Oracle Parkway, Redwood
City, CA 94065.
Microsoft, Windows, and Windows NT are registered trademarks of Microsoft
Corporation. Copyright (C) 1994 Microsoft Corporation. All Rights Reserved.
Portions of this software were designed and developed for MedicaLogic by Indius,
Inc. C++ framework libraries (C) 1993-1995 Indius, Inc. All Rights Reserved.
Norton pcANYWHERE(TM) is a trademark and Symantec(R) is a registered trademark
of Symantec Corporation. Copyright (C) 1994 Symantec Corporation. All Rights
Reserved.
Women's Health Advisor(TM), Adult Health Advisor(TM), Arthritis Health
Advisor(TM), Pediatric Advisor(TM), Spanish/English Pediatric Advisor(TM),
Behavioral Health Advisor(TM), and Senior Health Advisor(TM) are trademarks of
Clinical Reference Systems, Ltd. Copyright (C) 1995 Clinical Reference Systems,
Ltd. All Rights Reserved.
CPT-4 and ICD-9 Databases included with this software are licensed from Context
Software Systems, Inc. Copyright (C) 1994 Context Software Systems, Inc. All
Rights Reserved.
This software incorporates SNOMED International--The Systematized Nomenclature
of Human and Veterinary Medicine, used by permission of the College of American
Pathologists. Copyright (C) 1995 College of American Pathologists. All Rights
Reserved.
The Medication Reference databases included with this software are licensed from
MediSpan, Inc. Copyright (C) 1995 Medi-Span, Inc. All Rights Reserved.
Portions of this software are copyright (C) 1994 by VISUALTOOLS, INC. All Rights
Reserved. These are supplied for run-time use only, and are subject to the terms
of the VISUALTOOLS, INC. License Agreement.
Portions of this software are copyright (C) 1991-1994 by Arthur D. Applegate.
Portions of this software are owned by Software Fx, Inc. and are protected by
United States copyright laws and international treaty provisions. They are
supplied for run-time use only and may not be used for development purposes.
Portions of the imaging technology of this product are copyright (C) AccuSoft
Corporation.
Referral Guidelines text included with Logician is licensed from Dr. Paul
Ladenson. Copyright (C) 1995-1997 Dr. Paul Ladenson. All Rights Reserved.
Printed in the United States of America
[*] Confidential Treatment Requested.