EXHIBIT 10.30
SOFTWARE LICENSE AND SERVICES AGREEMENT
This Software License and Services Agreement (the "Agreement") is between Oracle
Corporation with its principal place of business at 500 Oracle Parkway, Redwood
City, California 94065 ("Oracle") and U.S. COMPUTER SERVICES (legal name) with
its principal place of business at 11020 SUN CENTER DRIVE, RANCHO CORDOVA, CA
95670 ("Client"). The terms of this Agreement shall apply to each Program
license granted and to all services provided by Oracle under this Agreement.
When completed and executed by both parties, an Order Form shall evidence the
Program licenses granted and the services that are to be provided.
I. DEFINITIONS
1.1. "Program" or "Programs" shall mean the computer software in object code
form owned or distributed by Oracle for which Client is granted a license
pursuant to this Agreement; the user guides and manuals for use of the
software ("Documentation"); and Updates.
1.2. "Order Form" shall mean the document by which Client orders Program
licenses and services, and which is agreed to by the parties. The Order
Form shall reference the Effective Date of this Agreement.
1.3. "Price List" shall mean Oracle's standard commercial fee schedule that is
in effect when a Program license or any other products or services are
ordered by Client.
1.4. "Designated System" shall mean the computer hardware and operating system
designated on the relevant Order Form.
1.5. "Supported Program License" shall mean a Program license for which Client
has ordered Technical Support for the relevant time period. "Technical
Support" shall mean Program support provided under Oracle's policies in
effect on the date Technical Support is ordered.
1.6. "Commencement Date" shall mean the date on which the Programs are
delivered to Client, or if no delivery is necessary, the Effective Date
set forth on the relevant Order Form.
1.7. "Update(s)" shall mean subsequent releases of the Programs which are
generally made available for Supported Program Licenses at no additional
charge, other than media and handling charges. Updates shall not include
any releases, options or future products which Oracle licenses
separately.
1.8. "User", unless otherwise specified in the Order Form, shall mean a
specific individual employed by Client who is authorized by Client to use
the Programs, regardless of whether the individual is actively using the
Programs at any given time.
1.9. "Application Programs" shall be Programs designated as application
software by Oracle.
1.10. "Limited Production Programs" shall be Programs not specified on the
Price List or specified as Limited Production, Tier 3 or with special
restrictions on the Price List.
II. PROGRAM LICENSE
2.1. RIGHTS GRANTED
A. Oracle grants to Client a nonexclusive license to use the Programs
Client obtains under this Agreement, as follows:
i. to use the Programs solely for Client's own internal data
processing operations on the Designated System or on a
backup system if the Designated System is inoperative, up
to any applicable maximum number of designated Users (if
any User limitation applies). Client may not use the
Programs for third-party training, commercial timesharing,
rental or service bureau use;
ii. to use the Documentation provided with the Programs in
support of Client's authorized use of the Programs;
iii. 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; and
iv. to modify the Programs or combine them with other software
products. The Programs or such portions thereof included
in such derivative software products shall remain the
property of Oracle and shall be governed by the terms of
this Agreement.
Client shall not copy or use the Programs (including the Documentation)
except as otherwise specified in this Agreement.
B. Client agrees not to cause or permit the reverse engineering,
disassembly or decompilation of the Programs.
C. Oracle shall retain all title, copyright and other proprietary
rights in the Programs. Client does not acquire any rights,
express or implied, in the Programs, other than those specified in
this Agreement.
D. The Programs are not intended for use in any nuclear aviation,
mass transit, medical or other inherently dangerous applications.
It shall be Client's responsibility to take all appropriate
measures to ensure the safe use of such applications if the
Programs are used for such purposes, and Oracle disclaims
liability for any damages caused by such use of the Programs.
E. To use a Program specified on an Order From ("ordered Program"),
Client may need to use an ancillary Program embedded in or
delivered with the ordered Program. The ancillary Program may be
used only as described in the Order Form or Documentation for
implementation of the ordered Program and for no other purpose.
Client shall have no right to use any other software Program that
may be delivered with ordered Programs.
2.2. ACCEPTANCE OF PROGRAM
For each Program License for which delivery is required under this
Agreement, Client shall have a 15 day Acceptance Period, beginning on the
Commencement Date, in which to evaluate the Program. During the
Acceptance Period, Client may cancel the license by giving written notice
to Oracle and returning the Program in accordance with paragraph 4.5
below. Unless such cancellation notice is given, the license will be
deemed to have been accepted by Client at the end of the Acceptance
Period, if
Client is granted a right to copy license and no delivery is necessary,
subsequent copies shall be deemed accepted upon acceptance of the master
copy.
2.3. TRANSFER AND ASSIGNMENT
A. Within the United States, a Program license may be transferred to
another computer system of like configuration (same model and
operating system), or the Designated System may be transferred to
another location within Client's organization, upon written notice
to Oracle. All other transfers, including transfer of a Program
license outside the United States, shall be permitted only with
Oracle's prior written consent and shall be subject to Oracle's
standard transfer fees in effect at the time of the transfer.
B. The rights granted herein are restricted for use solely by Client.
Client may not authorize or allow the use or the remarketing of
the Programs by a third party, and may not assign or transfer the
Programs or the Agreement to a third party, without the prior
written consent of Oracle.
2.4. VERIFICATION
On Oracle's written request, not more frequently than annually, Client
shall furnish Oracle with a signed certification (a) verifying that the
programs are being used pursuant to the provisions of this Agreement,
including any User limitations; and (b) listing the locations, types and
serial numbers of the Designated Systems on which the Programs are run.
Oracle may, at its expense, audit Client's use of the Programs. Any such
audit shall be conducted during regular business hours at Client's
facilities and shall not unreasonably interfere with Client's business
activities. If an audit reveals that Client has underpaid fees to
Oracle, Client shall be invoiced for such underpaid fees based on the
Price List in effect at the time the audit is completed; if the underpaid
fees exceed 5% of the license fees paid, then Client shall also pay
Oracle's reasonable costs of conducting the audit. Audits shall be
conducted no more than once annually.
III. TECHNICAL SERVICES
3.1. TECHNICAL SUPPORT SERVICES
Technical Support services ordered by Client will be provided under
Oracle's Technical Support policies in effect on the date Technical
Support is ordered, subject to the payment by Client of the applicable
fees. At Client's request, Oracle will provide remote assistance in the
installation of each Supported Program license. Reinstatement of lapsed
Technical Support services is subject to Oracle's Technical Support
reinstatement fees in effect on the date Technical Support is re-ordered.
Limited Production Programs and pre-production releases of Programs may
not be eligible for standard Technical Support services; Client may
obtain Technical Support services for Limited Production Programs on a
time and materials basis.
3.2. CONSULTING AND TRAINING SERVICES
Oracle will provide consulting and training services agreed to by the
parties under the terms of this Agreement. All consulting services shall
be billed on a time and materials basis unless the parties expressly
agree otherwise in writing. Any consulting services acquired from Oracle
shall be bid separately from the Program licenses and Client may acquire
the Program licenses without acquiring any consulting services.
3.3. INCIDENTAL EXPENSES
For any on site services requested by Client, Client shall reimburse
Oracle for actual, reasonable travel and out-of-pocket expenses incurred,
plus an administrative fee of 15% of such amount.
IV. TERM AND TERMINATION
4.1. TERM
Each Program license granted under this Agreement shall remain in effect
perpetually (if not otherwise specified on the Order Form), unless a
license or this Agreement is terminated as provided in Paragraph 4.2 or
4.3 below.
4.2. TERMINATION BY CLIENT
Client may terminate any Program license at any time; however,
termination shall not relieve Client's obligation to pay all fees that
have accrued or that Client has agreed to pay under any Order Form or
other similar ordering document under this Agreement.
4.3. TERMINATION BY ORACLE
Oracle may terminate this Agreement or any license upon written notice if
Client breaches this Agreement and fails to correct the breach within 30
days following written notice specifying the breach.
4.4. EFFECT OF TERMINATION
Termination of this Agreement or any license shall not limit either party
from pursuing any other remedies available to it, including injunctive
relief, nor shall such termination relieve Client's obligation to pay all
fees that have accrued or that Client has agreed to pay under any Order
Form or other similar ordering document under this Agreement. The
parties' rights and obligations under Paragraphs 2.1.B, 2.1.C, 2.1.D, and
2.3.B, and Articles IV, V, VI and VII shall survive termination of this
Agreement.
If Client materially breaches this Agreement, including failing to make
any payments required hereunder when due under any Order Form or other
similar ordering document to this Agreement, then Oracle may declare all
sums due and to become due hereunder immediately due and payable.
4.5. RETURN OF PROGRAMS UPON TERMINATION
If a license granted under this Agreement expires or otherwise
terminates, Client shall (a) cease using the applicable Programs, and (b)
certify to Oracle within one month after expiration or termination that
Client has destroyed or has returned to Oracle the Programs and all
copies. This requirement applies to copies in all forms, partial and
complete, in all types of media and computer memory, and whether or not
modified or merged into other materials. Before returning Programs to
Oracle, Client shall acquire a Return Material Authorization ("RMA")
number from Oracle at (415) 508-1500.
V. INDEMNITY, WARRANTIES, REMEDIES, LIMITATION OF LIABILITY
5.1. INFRINGEMENT INDEMNITY
Oracle will defend and indemnify Client against a claim that Programs
furnished and used within the scope of this Agreement infringe a United
States copyright or patent, provided that: (a) Client 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) Client provides
Oracle with the assistance, information and authority necessary to
perform Oracle's obligations under this paragraph. Reasonable out-of-
pocket expenses incurred by Client in providing such assistance will be
reimbursed by Oracle.
Oracle shall have no liability for any claim of infringement based on:
(a) use of a superseded or altered release of Programs if the
infringement would have been avoided by the use of a current unaltered
release of the Programs that Oracle provides to Client; or (b) the
combination, operation or use of any Programs furnished under this
Agreement with software, hardware or other materials not furnished by
Oracle if such
infringement would have been avoided by the use of the Programs without
such software, hardware or other materials.
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; (b) obtain for Client a license to continue using
the Programs; or (c) terminate the license for the infringing Programs
and refund the license fees paid for those Programs, prorated over a five
year term from the Commencement Date. This Paragraph 5.1 states Oracle's
entire liability and Client's exclusive remedy for infringement.
5.2. WARRANTIES AND DISCLAIMERS
A. Warranties
i. Program License Warranties
For each Supported Program License, Oracle warrants for a
period of one year from the Commencement Date that the
Programs, unless modified by Client, will perform the
functions described in the Documentation provided by Oracle
when operated on the Designated System. Oracle will
undertake to correct any reported error condition in
accordance with its technical support policies.
Oracle does not warrant that the Programs will meet
Client's requirements, that the Programs will operate in
the combinations which Client may select for use, that the
operation of the Programs will be uninterrupted or error-
free, or that all Program errors will be corrected.
If Client does not obtain Technical Support services, the
Programs are distributed "as is."
ii. 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.
iii. Services Warranty
Oracle warrants that its Technical Support and consulting
services will be performed consistent with generally
accepted industry standards. This warranty shall be valid
for 90 days from performance of service.
B. Limitations on Warranties
i. 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.
ii. As an accommodation to Client, Oracle may supply Client
with Limited Production Programs or with pre-production
releases of Programs (which may be labeled "Alpha" or
"Beta"). These products are not suitable for production
use. Oracle does not warrant Limited Production Programs,
pre-production releases or computer-based training
products; these products are distributed "as is."
5.3. EXCLUSIVE REMEDIES
For any breach of the warranties contained in Paragraph 5.2 above,
Client'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. Client shall be entitled to recover the fees paid to
Oracle for the Program license of Update, as applicable.
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, Client shall be entitled to
recover the fees paid to Oracle for the deficient services.
5.4. 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 Client under this Agreement, and if such damages
result from Client'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, prorated over a five-year term from the Commencement
Date of the applicable license or the date of performance of the
applicable services.
The provisions of this Article V allocate the risks under this Agreement
between Oracle and Client. Oracle's pricing reflects this allocation of
risk and the limitation of liability specified herein.
VI. PAYMENT PROVISIONS
6.1. INVOICING AND PAYMENT
Invoices for payment of license fees shall be payable 30 days from the
Commencement Date. Technical Support fees shall be payable annually in
advance, net 30 days from the renewal date; such fees will be those in
effect at the beginning of the period for which the fees are paid. All
other applicable fees shall be payable 30 days from the invoice date, and
shall be deemed overdue if they remain unpaid thereafter. Any amounts
payable by Client hereunder which remain unpaid after the due date shall
be subject to late penalty fees equal to 1.5% per month from the due date
until such amount is paid. Client agrees to pay applicable media and
shipping charges. Client shall issue a purchase order, or alternative
document acceptable to Oracle, on or before the Effective Date of the
applicable order form.
6.2. TAXES
The fees listed in this Agreement do not include taxes; if Oracle is
required to pay sales, use, property, value-added or other federal, state
or local taxes based on the licenses or services granted in this
Agreement or on Client's use of Programs or services, then such taxes
shall be billed to and paid by Client. This paragraph shall not apply to
taxes based on Oracle's income.
VII. GENERAL TERMS
7.1. 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 on disclosure; or (d) is independently developed by the other
party. Client 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, that
unless required by law, not to make each other's Confidential Information
available in any form to any third party or to use each other's
Confidential Information 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.
7.2. GOVERNING LAW
This Agreement, and all matters arising out of or relating to this
Agreement, shall be governed by the laws of the State of California, and
shall be deemed to be executed in Redwood City, California.
7.3. JURISDICTION
Any legal action or proceeding relating to this Agreement shall be
instituted in any state or federal court in San Francisco or San Mateo
County, California. Oracle and Client agree to submit to the
jurisdiction of, and agree that venue is proper in, the aforesaid courts
in any such legal action or proceeding.
7.4. 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 Client) or to the Oracle address on the Order Form (if
to Oracle).
To expedite order processing, Client agrees that Oracle may treat
documents faxed by Client to Oracle as original documents; nevertheless,
either party may require the other to exchange original signed documents.
7.5. 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.
7.6. 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
one year after the cause of action has accrued.
7.7. EXPORT ADMINISTRATION
Client agrees 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.
7.8. RELATIONSHIP BETWEEN THE PARTIES
Oracle is an independent contractor; nothing in this Agreement shall be
construed to create a partnership, joint venture or agency relationship
between the parties. Each party will be solely responsible for payment
of all compensation owed to its employees, as well as employment related
taxes. Each party will maintain appropriate workers' compensation for
its employees.
7.9. 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 all terms of any Client purchase order or
other ordering document shall be superseded by the terms of this
Agreement. This Agreement shall also supersede the terms of any unsigned
license agreement included in any package for Oracle-furnished software,
except terms contained in such unsigned license agreement that limit
usage of the Programs.
The Effective Date of this Agreement shall be MAY 18TH, 1994
Executed by Client:
Authorized Signature: /s/Scott M. Langdoc
-------------------
Name: SCOTT M. LANGDOC
----------------
Title: VICE PRESIDENT, CORP MIS
------------------------
Executed by Oracle Corporation:
Authorized Signature: /s/Robert Hughes
-------------------
Name: ROBERT HUGHES
-------------
Title: SENIOR DIRECTOR, USA REVENUE
----------------------------
NETWORK USER LICENSE ADDENDUM
BETWEEN
U.S. COMPUTER SERVICES
AND
ORACLE CORPORATION
This Network User License Addendum ("User Addendum") shall be governed by the
terms of the Software License and Services Agreement between U.S. Computer
Services ("Client") and Oracle Corporation ("Oracle") effective May 18, 1994
(the "Agreement") and the terms set forth below.
1. PROGRAMS AND DEFINITIONS
1.1 LICENSED PROGRAMS
A. PROGRAM SETS
"Licensed Programs" means the Programs in the Program Set(s) that
are currently available in production release as of the Effective
Date for use on the corresponding Hardware and as specified in the
License Type.
Program Set: A Hardware
PROGRAMS (COMPUTER/OPERATING SYSTEM)
-------- ---------------------------
Oracle7 IBM RS 6000 /AIX
Procedural Option Silicon Graphics/UNIX
Distributed Option PC Compatible/Netware
SQL*Net PC Compatible/Windows
SQL*Net TCP/IP PC Compatible/Windows NT
Apple Macintosh/OS
SCO 386 UNIX/UNIX
SUN/Solaris
PC Compatible/OS2
Program Set: B Hardware
PROGRAMS (COMPUTER/OPERATING SYSTEM)
-------- ---------------------------
Pro*C IBM RS 6000 /AIX
Silicon Graphics/UNIX
PC Compatible/Netware
PC Compatible/Windows
PC Compatible/Windows NT
Apple Macintosh/OS
SCO 386 UNIX/UNIX
SUN/Solaris
PC Compatible/OS2
Program Set: C Hardware
PROGRAMS (COMPUTER/OPERATING SYSTEM)
-------- ---------------------------
SQL*Forms w/Menu IBM RS 6000 /AIX
SQL*ReportWriter Silicon Graphics/UNIX
SQL*Plus PC Compatible/Netware
PC Compatible/Windows
PC Compatible/Windows NT
Apple Macintosh/OS
SCO 386 UNIX/UNIX
SUN/Solaris
PC Compatible/OS2
Program Set: D Hardware
PROGRAMS (COMPUTER/OPERATING SYSTEM)
-------- ---------------------------
Oracle7 IBM RS 6000 /AIX
Procedural Option Silicon Graphics/UNIX
Distributed Option PC Compatible/Netware
Parallel Server Option PC Compatible/Windows
SQL*Net PC Compatible/Windows NT
SQL*Net TCP/IP Apple Macintosh/OS
Pro*C SCO 386 UNIX/UNIX
SUN/Solaris
PC Compatible/OS2
Program Set: E Hardware
PROGRAMS (COMPUTER/OPERATING SYSTEM)
-------- ---------------------------
SQL*Forms w/Menu IBM RS 6000 /AIX
SQL*ReportWriter Silicon Graphics/UNIX
SQL*Plus PC Compatible/Netware
PC Compatible/Windows
PC Compatible/Windows NT
Apple Macintosh/OS
SCO 386 UNIX/UNIX
SUN/Solaris
PC Compatible/OS2
Program Set: F Hardware
PROGRAMS (COMPUTER/OPERATING SYSTEM)
-------- ---------------------------
Oracle Data Browser IBM RS 6000 /AIX
Silicon Graphics/UNIX
PC Compatible/Netware
PC Compatible/Windows
PC Compatible/Windows NT
Apple Macintosh/OS
SCO 386 UNIX/UNIX
SUN/Solaris
PC Compatible/OS2
Program Set: G Hardware
PROGRAMS (COMPUTER/OPERATING SYSTEM)
-------- ---------------------------
CASE/Tools Bundle** IBM RS 6000 /AIX
Silicon Graphics/UNIX
PC Compatible/Netware
PC Compatible/Windows
PC Compatible/Windows NT
Apple Macintosh/OS
SCO 386 UNIX/UNIX
SUN/Solaris
PC Compatible/OS2
Program Set: H Hardware
PROGRAMS (COMPUTER/OPERATING SYSTEM)
-------- ---------------------------
CASE/Tools Bundle** IBM RS 6000 /AIX
Silicon Graphics/UNIX
PC Compatible/Netware
PC Compatible/Windows
PC Compatible/Windows NT
Apple Macintosh/OS
SCO 386 UNIX/UNIX
SUN/Solaris
PC Compatible/OS2
Program Set: I Hardware
PROGRAMS (COMPUTER/OPERATING SYSTEM)
-------- ---------------------------
SQL*Forms w/Menu IBM RS 6000 /AIX
SQL*ReportWriter Silicon Graphics/UNIX
SQL*Plus PC Compatible/Netware
PC Compatible/Windows
PC Compatible/Windows NT
Apple Macintosh/OS
SCO 386 UNIX/UNIX
SUN/Solaris
PC Compatible/OS2
**CASE/Tools Bundle may include: CASE Dictionary, CASE Designer,
CASE Generator for SQL*Forms w/Menu, CASE Generator for
SQL*ReportWriter, SQL*Forms w/Menu, SQL*ReportWriter, SQL*Plus,
SQL*Net and SQL*Net TCP/IP.
B. HARDWARE
The "Hardware" shall be defined as up to a combined total of
twenty-five (25) Computers of the Computer/Operating System
combinations listed above that are owned, leased to, or under the
sole control of Client.
During the User Addendum Term, Client may add up to three (3)
Computer/Operating System combinations ("Additional Hardware") to
the Hardware specified above at no additional charge, provided:
(i) the Licensed Programs are available in production release
status on the Additional Hardware at the time Client elects to add
the Additional Hardware; (ii) Client has continuously maintained
Technical Support for the Licensed Programs; and (iii) the
Additional Hardware is in an equal or lesser value Oracle price
tier as the Hardware.
Oracle shall ship to the Client Location a single master copy of
the Licensed Programs for each Additional Hardware added. These
Licensed Programs may only be copied and installed in accordance
with Section 4 of this User Addendum.
Client acknowledges that the Licensed Programs for use on the
Additional Hardware may not be currently available. Client agrees
that it has not relied on the availability of such Licensed
Programs in executing this User Addendum and that the availability
of such Licensed Programs will not affect Client's payment
obligations under Section 2. Oracle is under no obligation to
make available any Programs or Program/Hardware combinations.
C. UPDATES
During the User Addendum Term, for each current Program below
which has been licensed to Client the no charge technical support
update shall be made available to Client on the applicable
Hardware and License Type when and if such Program is made
available in production release; provided Client has continuously
maintained Technical Support services from Oracle for the Licensed
Programs from the Effective Date:
CURRENT PROGRAMS UPDATE
---------------- ------
SQL*Forms w/Menu Oracle Forms
SQL*ReportWriter Oracle Reports
Pro*C, Oracle Precompilers
Oracle Data Browser Oracle Browser
Client acknowledges that the Programs above may not be available.
Client agrees that it has not relied on the availability of such
Programs in executing this User Addendum and that the availability
of these Programs will not affect Client's payment obligations in
this User Addendum. Oracle is under no obligation to make
available any Programs or Program/Hardware combinations.
1.2 LICENSE TYPE
"Full Use Programs" are defined as unaltered versions of the
Licensed Programs with all functions intact.
"Deployment Programs" are limited to use solely for the purpose of
running applications, and may not be used to create or alter
tables or reports except as necessary for operating the
applications.
1.3 USER
A. INITIAL USERS ON EFFECTIVE DATE
"Named User" is defined as an individual employed by Client who is
authorized by Client to use the Licensed Programs under the terms
of this User Addendum, regardless of whether the individual is
actively using the Licensed Programs at any given time.
"Concurrent User(s)" is defined as each session connected to the
database by individuals employed by Client on the specified
Computer at the same point in time. This includes all batch
processes and on-line users. If multiplexing software or hardware
(e.g. a TP monitor) is used to reduce the number of sessions
directly connected to the database, the number of Concurrent Users
must be measured as the number of distinct inputs to the
multiplexing front-end.
The maximum number of Named Users and Concurrent Users of the
Program Sets on the Hardware shall be as follows:
PROGRAM SET NUMBER OF USERS LICENSE TYPE
----------- --------------- ------------
Program Set A 498 Named Users Full Use
Program Set B 213 Named Users Full Use
Program Set C 357 Named Users Deployment
Program Set D 32 Concurrent Users Full Use
Program Set E 1 Concurrent User Deployment
Program Set F 1 Concurrent User Full Use
Program Set G 1 Named User Full Use
Program Set H 1 Named User Full Use
Program Set I 30 Named Users Full Use
B. ADDITIONAL USERS
During the User Addendum Term, Client shall have the option to
increase the number of Users of the Licensed Programs, in any
combination of Users for the Program Sets below for use on the
relevant Hardware provided, however, that the minimum amount of
license fees per order is equal to or greater than [ * ] per
order.
LICENSE ADDITIONAL FEE PER
PROGRAM SET TYPE USER INCREMENT USER INCREMENT
----------- ---- -------------- --------------
Program Set A Full Use 1 Named User [ * ]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Program Set B Full Use 1 Named User [ * ]
Program Set C Deployment 1 Named User [ * ]
Program Set D Full Use 1 Concurrent User [ * ]
Program Set E Deployment 1 Concurrent User [ * ]
Program Set F Full Use 1 Concurrent User [ * ]
Program Set G Full Use 1 Named User [ * ]
Program Set H Full Use 1 Named User [ * ]
Program Set I Full Use 1 Named User [ * ]
For each order, applicable sales tax will be added to the
Additional Fee. All applicable fees shall be due and payable on
the date that Client notifies Oracle in writing of its exercise of
this option. Upon election, this payment obligation is
noncancelable, and the sum paid is nonrefundable. At the time of
election Client may obtain Technical Support services from Oracle
under Oracle's applicable Technical Support fees and policies in
effect when such services are ordered.
1.4 USER ADDENDUM TERM
The "User Addendum Term" shall be from the Effective Date to May
18, 1996.
1.5 TERRITORY
The "Territory" shall be defined as all Client facilities in the
United States.
1.6 CLIENT
Client represents and warrants that International Billing Services
is a division of Client. With respect to the use the Licensed
Programs in Program Sets D, E, F, and G under this User Addendum,
the term "Client" means International Billing Services. Prior to
using the Licensed Programs in Program Sets D, E, F and G
International Billing Services must agree in writing with Client
to be bound by the terms of this User Addendum and the Agreement.
2. FEES AND PAYMENTS
The license fee for this User Addendum shall be [ * ]. This fee does
not include fees for Technical Support services which are as specified in
Section 6.1. This fee shall be due and payable within thirty (30) days
of the Effective Date specified below. This payment obligation is
noncancelable and the sum paid is nonrefundable. The pricing specified
herein is specific to this User Addendum, and the specified fees may not
be reduced by any existing credits or any other discounts. Except as
otherwise specified herein, licenses for any additional Users, except as
specified under Section 1.3 above, Programs, or Hardware shall be at
terms and fees as determined when the additional licenses are acquired.
Applicable sales tax shall be charged to Client based on the point of
delivery of the master copy and paid under the terms of the Agreement.
Client is responsible for payment of any use or other tax arising from
use of the Licensed Programs in any other location. Client agrees to pay
applicable media and shipping charges.
As specified in the Assignment attached hereto as Exhibit A,
SQL*Integrators has assigned and transferred the Program licenses granted
under the Customer Support Identification (CSI) numbers specified in such
Exhibit to Client. Further, SQL*Integrators has previously sublicensed
to Client the Program licenses granted under the CSI numbers specified in
Exhibit B under its Systems Integrator Agreement with Oracle, dated
November 17, 1992. As of the Effective Date of this User Addendum and in
consideration for the rights granted under this User Addendum, Client
agrees that the Program licenses granted under the specified CSI numbers
acquired under the Assignment Form are hereby terminated, and agrees to
terminate the Sublicense of the Programs granted under the
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
specified CSI numbers identified on Exhibit B which were sublicensed to
Client by SQL*Integrators.
3. LICENSE GRANT
In consideration for the payment specified in Section 2 above, Oracle
grants to Client a non-exclusive, non-transferable license to use the
Licensed Programs on the applicable Hardware in the Territory under the
terms of the Agreement, for up to the maximum number of Users specified
above.
4. DELIVERY AND INSTALLATION
Oracle shall deliver to Client one (1) copy of the software media and
five (5) sets of documentation ("master copy") for each Licensed Program
in the applicable Program Sets to the addresses set forth below (the
"Client Locations").
PROGRAMS SET CLIENT LOCATIONS
------------ ----------------
Program Sets A, B, C, H and I U.S. Computer Services
11020 Sun Center Drive, Rancho
Cordova, CA
95670
Program Sets D, E, F and G International Billing Services
5220 Robert J. Matthews Parkway, El
Dorado Hills, CA 95762
Client shall be responsible for copying the software media and installing
the Licensed Programs. Unless otherwise specified herein, Client shall
acquire no right to copy documentation. The Acceptance Period for each
of the Licensed Programs shall commence on delivery of the master copy of
the Licensed Programs, and all subsequent copies shall be deemed accepted
upon acceptance of the master copy. The number, location, and
identification of Computers in the Territory, the licensed number of
Users on each Computer, and the configuration of the Licensed Programs on
each Computer shall be fixed as of the expiration of the User Addendum
Term. Upon fixing of the Licensed Programs on the Computers, the Program
licenses shall be perpetual subject to the terms of the Agreement.
Thereafter, unless this User Addendum is extended or modified, Program
licenses for use on additional Computers or licenses for additional Users
shall be acquired separately.
5. REPORTING
Beginning one hundred eighty (180) days after the Effective Date, Client
shall notify Oracle semi-annually in writing of: (i) the location,
models, and serial numbers of all Computers on which the Licensed
Programs are installed; (ii) the configuration of the Licensed Programs
on each Computer; and (iii) the number of Users on each Computer. When
reporting, ordering or communicating with Oracle under this User
Addendum, Client shall reference: (a) this User Addendum (include
Effective Date); and (b) the Effective Date of the Agreement.
6. TECHNICAL SUPPORT
6.1 Until May 18, 1997, Client shall receive annual Standard Technical
Support services for all Programs licensed in the U.S. under this
User Addendum, except as otherwise provided herein, for a total
fee of four hundred seventy-eight thousand two hundred twenty-nine
dollars ($478,229) payable in advance in annual installments as
specified below. Thereafter, Client may obtain annual Technical
Support services from Oracle under Oracle's Technical Support fees
and policies in effect when such services are ordered. A
description of Oracle's Technical Support services is listed in
Exhibit C.
SUPPORT YEAR TECHNICAL SUPPORT FEE
------------ ---------------------
First Year [ * ]
Second Year [ * ]
Third Year [ * ]
6.2 Client shall designate and provide to Oracle the name of one (1)
Client employee per Client Location who shall serve as on-site
technical contacts ("Technical Contacts") to act as the sole
liaisons between Client and Oracle for the Technical Support
services provided under this User Addendum. Client shall also
provide the names of two (2) employees who shall serve as backups
to the Technical Contacts. Client shall notify Oracle whenever
the designated Technical Contacts responsibilities are transferred
to another employee. For any Technical Support updates to the
applicable Licensed Programs provided during the User Addendum
Term, Oracle shall ship to the Client Locations specified above
one (1) Technical Support update copy for each Hardware type.
Client shall be responsible for copying and installing the updates
on the Computers for which the Licensed Programs are licensed.
7. VERIFICATION
Oracle may, at its expense, audit Client's use of the Licensed Programs.
Any such audit shall be conducted during regular business hours at
Client's facilities and shall not interfere unreasonably with Client's
business activities. If an audit reveals that Client has underpaid fees
to Oracle, Client shall be invoiced for such underpaid fees based on the
Price List in effect when the audit is completed; if the underpaid fees
exceed five percent (5%) of the license fees paid, then Client shall also
pay Oracle's reasonable costs of conducting the audit. Audits shall be
conducted no more than once annually.
8. EDUCATION
In consideration of the payment of the fees set forth in Section 2,
Client shall receive ten (10) Oracle standard Training Units which are
valid for one (1) year from the Effective Date of this User Addendum.
Each Training Unit may be used to acquire one (1) day of instruction for
one (1) Client employee at an Oracle Education Center in the U.S.,
exclusive of expenses.
9. CONSULTING
In consideration for the payment of the fees set forth in Section 2,
Client shall receive two (2) days of consulting services to be performed
during the User Addendum Term by a staff level member of Oracle's
Consulting organization. Client shall reimburse Oracle for any
reasonable travel and out-of-pocket expenses.
Client understands that it has the right to acquire and use the Program
licenses acquired hereunder or under the User Addendum without acquiring
any consulting services, and that Client has the right to acquire the
Program licenses and the consulting services separately at the fees
stated in the User Addendum.
10. CONFIDENTIALITY
Client and Oracle agree that the pricing and terms of this User Addendum
shall not be disclosed without the prior written consent of the other
party.
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
11. ASSIGNMENT
The rights granted under this User Addendum may not be assigned or
transferred to any third party without the express written consent of
Oracle Corporation.
The Effective Date of this User Addendum is May 18, 1994.
U. S. COMPUTER SERVICES ORACLE CORPORATION
By: /s/Arthur O. Hawkins By: /s/Robert Hughes
-------------------- --------------------
Name: Arthur O. Hawkins Name: Robert Hughes
------------------ ------------------
Title: V.P. & C.F.O. Title: SENIOR DIRECTOR, USA REVENUE
----------------- ----------------------------
EXHIBIT A
ASSIGNMENT
SQL*Integrators ("Assignor") hereby assigns to U.S. Computer Services
("Assignee") all its right, title and interest to the Program licenses granted
under Customer Support Identification (CSI) numbers 616666, 616668, 521358,
590121, 589669, 589672, 589670, 521739 which were licensed under the Preferred
Systems Integrator Agreement dated November 11, 1992, and any amendments and
addenda thereto (the "Agreement") between Assignor and Oracle Corporation
("Oracle").
Date: 5/19/94 SQL*INTEGRATORS
-------
By: /s/John Zalud
------------------------------------
Name: John Zalud
----------------------------------
Title: President
---------------------------------
ACCEPTANCE OF ASSIGNMENT
Assignee hereby accepts the foregoing assignment and agrees to perform
all duties and obligations to be performed by Assignor with respect to the
applicable Programs under the above-mentioned Agreement to the same extent as if
it had been an original party thereto.
Date: 5/18/94 U.S. COMPUTER SERVICES
-------
By: /s/Arthur C. Hawkins
------------------------------------
Name: Arthur C. Hawkins
----------------------------------
Title: V.P. & C.F.O.
---------------------------------
CERTIFICATION OF NONPOSSESSION
Assignor hereby certifies that upon execution of the above-mentioned
assignment, it will discontinue use of all of the Program licenses granted under
the above CSI numbers, and that all copies of such programs will be erased from
Assignor's computer, whether partial or complete and whether or not merged with
other programs. All documentation and other materials received from Oracle will
be immediately transferred to Assignee.
Date: 5/19/94 SQL*INTEGRATORS
-------
By: /s/John Zalud
------------------------------------
Name: John Zalud
----------------------------------
Title: President
---------------------------------
CONSENT TO ASSIGNMENT
Subject to the terms and conditions of the above-mentioned Assignment,
Acceptance of Assignment and Certification of Nonpossession, Oracle hereby
consents to the foregoing assignment.
Date: 5/25/94 ORACLE CORPORATION
-------
By: /s/Robert Hughes
------------------------------------
Name: Robert Hughes
----------------------------------
Title: Senior Director, USA REVENUE
---------------------------------
EXHIBIT B
SUBLICENSE PROGRAMS
PROGRAMS SUBLICENSED TO CLIENT BY SQL*INTEGRATORS AND GRANTED UNDER THE
FOLLOWING CUSTOMER SUPPORT IDENTIFICATION (CSI) NUMBERS:
CSIs: 522634, 521539, 513070
Exhibit C
ORACLE TECHNICAL SUPPORT SERVICES
TECHNICAL SUPPORT FEES
Technical Support fees are calculated based on a percentage of the non-
discounted, then-current license fees for the supported products and such fees
are due and payable in advance of the term of Support.
REINSTATEMENT FEES
In the event Technical Support services lapse or were never originally procured,
a reinstatement fee shall be assessed upon startup of Technical Support.
MINI/MAINFRAME SUPPORT AND FEES
New Oracle Customer Care Packages:
ORACLE BRONZE SUPPORT
Oracle Bronze Support includes:
- - Real Time Telephone Technical Assistance
- 5:00 a.m. to 6:00 p.m. (Pacific Time), Monday through Friday
- Problem solving, bug reporting, documentation clarification,
technical guidance
- - Program updates
- Patches and fixes
- General maintenance releases
- Documentation updates
- - Real Time Support System (RTSS) dial-in access
- - Quarterly newsletter
- - Mail server access
- Read/Write access to RTSS via Electronic Mail over the Internet
- Technical Assistance Requests can be opened, closed or updated
- General Communication with Oracle Worldwide Support
- - Oracle Electronic Support--Read/Write access to Oracle's private Support
Forum on CompuServe**
** CLIENTS WILL NEED TO REGISTER WITH COMPUSERVE TO OBTAIN COMPUSERVE ACCESS.
THIS SERVICE WILL BE OFFERED IN THE UNITED STATES ONLY.
ORACLE SILVER SUPPORT
Oracle Silver Support includes Oracle Bronze Support plus the following:
- - Real Time Telephone Technical Assistance
- Toll-free 800 number
- 24 hours a day/7 days a week
- - SupportNotes-TM- - Oracle Book based technical information repository
- - Management reports - Faxed upon request
- - Proactive Alerts
- Contain known problem and problem resolution information
- Proactively faxed as applicable
ORACLE GOLD SUPPORT
Oracle Gold Support (for which a minimum fee applies) includes Oracle Silver
Support plus the following:
- - Priority Processing - Priority Processing over Silver, Bronze, Standard
and Extended support tiers
- - Personal Support Team
- Designated Support Team located within Oracle Worldwide Support
- Monitor Client call/TAR activity
The following Basic, Standard, and Extended Support packages are expected to be
phased out in calendar year 1995:
BASIC ANNUAL SUPPORT
Basic Annual Support includes:
- - Telephone Technical Assistance
- 5:00 a.m. to 6:00 p.m. (Pacific Time), Monday through Friday
- Problem solving, bug reporting, documentation clarification,
technical guidance
- - Program updates and associated documentation
- - Real Time Support System (RTSS) dial-in access
- Log/Update/Review TARs
- Review Bugs
- Access the Support Bulletin Board
- - Quarterly newsletter
STANDARD SUPPORT
Standard Support includes Basic Support plus the following:
- - Telephone Technical Assistance - 24 hours a day/7 days a week
EXTENDED SUPPORT
Extended Support includes Standard Support plus the following:
- - Toll-free 800 number
DESKTOP SUPPORT AND FEES
Each Desktop Program License entitles Clients to thirty (30) days of telephone
installation support. Clients may also purchase Technical Support services for
Desktop Program Licenses.
DESKTOP BASIC ANNUAL SUPPORT
Desktop Basic Annual Support includes:
- - Telephone Technical Assistance
- 5:00 a.m. to 6:00 p.m. (Pacific Time), Monday through Friday
- Problem solving, bug reporting, documentation clarification,
technical guidance
- - Program updates and associated documentation
- - Real Time Support System (RTSS) dial-in access
- Log/Update/Review TARs
- Review Bugs
- Access the Support Bulletin Board
- - Quarterly newsletter
DESKTOP UPDATES
Desktop Updates include only:
- - Program updates and associated documentation
INFORMATION CLIENTS NEED WHEN CALLING SUPPORT
Before Support can begin work on any problem, information about the nature and
location of the problem is required. Whenever a call is placed to the hotline,
the following information should be provided:
- - The Customer Support Identification (CSI) number or PC registration
number
- - The area code and phone number listed under the CSI number
- - Operating system and version on which Oracle Programs are installed
- - The Oracle product component and its version number that this call
concerns. Support questions involve product components -- that is,
constituent parts of an Oracle product. For example, with the ORACLE
kernel, Client receives components such as RDBMS, IMP, EXP and
SQL*Loader. SQL*Forms
Subject to Change
components include IAD (design) and IAP (Runtime).
- - The relevant Program version(s)
- - Any Program error number that appeared
- - Brief description of the problem
- - Severity of the problem. Oracle Worldwide Support classifies problems
according to how they impact the Client's business. See list below for
explanation of Technical Assistance Request (TAR) Severity Levels.
TECHNICAL ASSISTANCE REQUEST (TAR) SEVERITY LEVELS
The chart below lists standard Technical Assistance Request Severity Levels.
Oracle Worldwide Customer Support responds to TARs based on Severity Level.
SEVERITY LEVEL
SEVERITY 1
CRITICAL BUSINESS IMPACT
Customer's work, regardless of the environment or product usage, is stopped or
so severely impacted that the customer cannot reasonably continue to work.
SEVERITY 2
SEVERE BUSINESS IMPACT
Customer's work is continuing (not stopped) however there is a serious impact on
the customer's productivity and/or service levels.
SEVERITY 3
MINOR BUSINESS IMPACT
Customer is in full working mode - there is no work being impeded at the time -
information or solutions are requested by the customer as soon as possible in
order to maintain this condition.
SEVERITY 4
NO BUSINESS IMPACT
Customer is in full working mode - there is no work being impeded at the time -
information is requested but has no impact on the operation of the products.
TARS are logged and tracked in Support's Real Time Support System (RTSS).
Response will be given to the Client by telephone and logged directly into the
RTSS problem-tracking system. The Client may dial-in to RTSS to track the
progress of their TAR at any time.
Support's response may include a written response, patch tape, supplementary
documentation, a temporary means of circumventing the problem pending a new
release, or other correctional aids.
CUSTOMER SUPPORT IDENTIFICATION (CSI) NUMBER
Clients shall receive a CSI Number upon purchasing Oracle Technical Support
services.
The CSI number identifies the Client with respect to the following information:
- - Company Name and Address
- - Product Set and Version
- - Support Level and Duration
- - Operating System
- - Technical Contact Information
Worldwide Customer Support uses the CSI number to identify the Client's Support
contract when a Client calls the Support Hotline or dials-in to RTSS.
Desktop Program Clients are assigned a PC Registration Number with the original
shipment of the Program. The PC Registration entitles the Client to thirty (30)
days of free installation support. CSI Numbers appear as follows:
- - On the packing slip located outside the shipping container
- - On the packing slip located inside the shipping container
- - On the order information/CSI postcard distributed by USA Client Relations
- - In the Welcome Package distributed by Worldwide Customer Support
Subject to Change
- - On the invoice
- - On the Worldwide Customer Support Welcome Letter
TECHNICAL SUPPORT LIAISON ("TECHNICAL CONTACT")
Clients shall designate one (1) primary and two (2) backup Client employees
("Technical Contacts") to serve as liaisons with Oracle Worldwide Customer
Support. The designated "Technical Contact" is the sole liaison between
technical support and Clients for all product support and shall be based on the
Client site. Client may elect to add Technical Contacts for an additional fee.
To receive uninterrupted Technical Support service, Clients must notify Client
Relations at (415) 506-1500, option 9, whenever Technical Contact
responsibilities are transferred to another individual.
UPDATES
Updates shall mean subsequent releases of the programs which are generally made
available for Program Licenses covered under Oracle technical support at no
additional charge, other than media and handling charges. Updates do not
include any options or future products which Oracle licenses separately.
TERMS OF SUPPORT
Oracle Worldwide Customer Support's technical assistance is limited to licenses
which are fully supported and to problems which are demonstrable in the current
release of the licensed program, running unaltered on the proper hardware
configuration. Current release information is posted on-line in RTSS.
Technical Support for older versions of Oracle products or for non-Oracle
products is subject to additional fees.
TERMINATION
Client may terminate technical support at any time by notifying Oracle in
writing at least thirty (30) days before the desired date of termination.
Technical Support shall be terminated upon receipt of such notice. On
termination, Oracle shall refund the unused portion of technical support fees
paid by the Client for the licenses for the allocable period for which technical
support is terminated.
PHONE NUMBERS AND ADDRESS INFORMATION
CUSTOMER SUPPORT HOTLINE
(FOR TECHNICAL SUPPORT, NON-TECHNICAL SUPPORT, AND SUPPORT SALES INFORMATION)
415-506-1500
TECHNICAL SUPPORT DIAL-IN NUMBER
RTSS Dial-in 415-598-9350
TECHNICAL SUPPORT ADDRESS
Oracle Worldwide Technical Support
500 Oracle Parkway
Box 659313
Redwood Shores, CA 94065
Subject to Change