CONFIDENTIAL INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED. ASTERISKS DENOTE THESE OMISSIONS.
September 30, 1999
Ken Overton
ObjectSpace
14850 Quorum Drive, Suite 500
Dallas, Texas 75240
ATTENTION: Ken Overton
SUBJECT: License Agreement Amendment for Contract / Supplement OEM9700287
("License") License of ObjectSpace Voyager Transactions and
ObjectSpace Voyager ORB Professional
This amendment between the parties includes the following Attachments and
Exhibits
- Certificate of Originality
- Attachment - Escrow Agreement
- Attachment - Amendment to the Description of Licensed Work
- Attachment - ObjectSpace Warranty Terms
This document serves as Amendment No. One to the above subject Agreement which
the parties thereto do mutually agree to amend as follows:
SECTION 1-DEFINITIONS
Licensed Work is amended to further include (1) ObjectSpace Voyager ORB
Professional, in both Object Code and Source Code format, and (2) ObjectSpace
Voyager Transactions in Object Code including any other material described in or
that conforms to the description in the Attachment entitled "Description of
Licensed Work," or that is delivered to Buyer as the Licensed Work, including
(but not limited to) Code, associated documentation, and Externals, and (3)
Error Corrections and Enhancements.
SECTION 2-RESPONSIBILITIES OF SUPPLIER
Object Space will provide the following Deliverables to Buyer as soon as
commercially practical but no later than 30 days from the Effective Date.
a. one complete Set of the ObjectSpace Voyager Transactions
Product in Object Code format as described in the Attachment
entitled "Description of Licensed Work."
b. A completed certificate of originality with the Licensed Work,
and with each Enhancement to the Licensed Work, in the form
specified in the Attachment entitled "Certificate of
Originality."
Buyer may suspend payments to Supplier for the Licensed
Work if Supplier does not provide a properly completed
certificate. Payment will resume after Buyer receives and
accepts the certificate.
SECTION 5-LICENSE GRANTS
Supplier grants the following license provisions:
5.1 All license rights and privileges Supplier previously granted to Buyer for
the ObjectSpace Voyager Product are now additionally granted for the
ObjectSpace Voyager ORB Professional Product and are also granted for
ObjectSpace Voyager Transactions Product, however the grants for the latter
are for object code only.
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CONFIDENTIAL INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED. ASTERISKS DENOTE THESE OMISSIONS.
SECTION 6-PAYMENT
a. For the rights and licenses received, Buyer will pay Supplier a prepaid
royalty in the amount of *. The prepaid royalties will be applicable to the
first 3 months of shipments of the Tivoli product codenamed Millennium after the
product has reached GA. After these 3 months, the royalties will be considered
paid in full.
b. Upon shipment of the ObjectSpace Voyager Transactions Product, Supplier will
invoice Buyer in the amount of * payable within 45 days after receipt of the
invoice.
c. Yearly support fee will cover the ObjectSpace Voyager Transactions Product at
no additional charge (note this includes delivery of major and minor
enhancements).
CUSTOMER SUPPORT - Tivoli was provided Support*. Tivoli will use this number
when communicating with ObjectSpace via email to support @objectspace.com < mail
to: SUPPORT@OBJECTSPACE.COM >. On a weekly basis (Friday afternoon), a summary
list of outstanding issues will be sent to designated Tivoli personnel detailing
the last action taken on a particular issue.
If escalation is required on an incident, the request can be made through the
support email address, the engineer assigned to the incident, or directly to the
Director of Customer Support at ObjectSpace (John Patoskie). Email addresses and
phone numbers are:
Phone: 972.726.4442
Fax: 972.715.9012
Email: *@objectspace.com
ObjectSpace will schedule quarterly engineering meetings with Kendall Locke,
Millennium Program Manager at Tivoli. During these meetings ObjectSpace will
present their current product roadmap. The roadmap will include the content of
enhancements and major releases. Tivoli understands that this roadmap is subject
to change. ObjectSpace will reasonable effort to include Tivoli's requests in
future releases.
RELEASE MECHANISM:
The following login/password has been setup for Tivoli's use:
System: *
Login: *
Password: *
New releases and patches will be placed in this Tivoli accessible directory.
ObjectSpace will ensure that the source code therein could be compiled or
otherwise processed by Tivoli to produce a binary version of those portions of
the Licensed Work, that in all important aspects match the supplied (JAR)
file(s) in this Tivoli accessible directory.
The parties acknowledge that they have read this Amendment, understand it, and
agree to be bound by its terms and conditions. Further, they agree that this
Amendment, its attachments and exhibits and the subject Agreement are the
complete and exclusive statement of the agreement between the parties,
superseding all proposals or other prior agreement, oral or written, and all
other communications between the parties relating to this subject.
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Please have your authorized representative indicate acceptance thereof by
signing both copies of the Amendment and returning one copy to the attention of
Rhonda Middleton (Contract Admin) at the address below or at fax number (512)
436-1666.
Agreed To: Agreed To:
ObjectSpace Inc. Tivoli Systems Inc.
By: /s/ KENNETH J. OVERTON By: /s/ RHONDA MIDDLETON
---------------------------------- ----------------------------
AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE
Name: KENNETH J. OVERTON Name: RHONDA MIDDLETON
----------------------------- --------------------------
Date: 10-1-99 Date: October 5, 1999
----------------------------- --------------------------
Attachments.
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