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EXHIBIT 10.27
SYNON OBSYDIAN
SOFTWARE LICENSE AGREEMENT......................................................
THIS SYNON SOFTWARE LICENSE AGREEMENT SETS FORTH THE TERMS AND CONDITIONS
UNDER WHICH SYNON, INC. ("SYNON") LICENSES
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("LICENSEE") LOCATED AT
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TO USE THE PROGRAM BELOW, IN OBJECT CODE (THE "PROGRAM"), ALONG WITH THE
SUPPORTING DOCUMENTATION DELIVERED WITH THE PROGRAM, AND BY WHICH SYNON AGREES
TO PROVIDE CERTAIN SERVICES WITH RESPECT TO THE PROGRAM.
LICENSE: In consideration of payment of the fees specified below, Synon grants
to Licensee a perpetual, personal, non-transferable, non-exclusive license to
use each copy of the Program on one computer at a time, by one user at a time,
for the sole purpose of developing software applications for:
(a) use by Licensee and affiliates sharing common majority
ownership with Licensee, or
(b) licensing to third parties who are:
(i) notified in writing that the applications were
developed using the Program, and
(ii) offered the application design model for a reasonable
fee.
Licensee agrees to pay the fees specified below within thirty (30) days of the
date of this Agreement. Failure to pay the License Fee when due will be a breach
of this Agreement, and in the event of such a breach, Synon may render the
Program inoperative by withholding authorization codes and may terminate this
Agreement by written notice to Licensee. Licensee acknowledges that the Program
will be or become inoperative if Synon withholds authorization codes.
INSTALLATION: Licensee may install the Program on any number of computers but
may use only one copy of the installed Program at a time. THIS AGREEMENT
INCLUDES THE TERMS AND CONDITIONS SET FORTH ON THE REVERSE SIDE OF THIS SHEET.
BY EXECUTION OF THIS AGREEMENT, LICENSEE ACKNOWLEDGES THAT IT HAS READ AND
ACCEPTED THOSE TERMS AND CONDITIONS.
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APPROVED FOR LICENSEE ON: ACCEPTED FOR SYNON, INC. ON:
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BY: BY:
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PRINTED NAME: PRINTED NAME:
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TITLE: TITLE:
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OBSYDIAN DESIGNER PAKS:
NUMBER OF USERS: [ ] 2 [ ] 6 [ ] 10 [ ] 15 [ ] ADDITIONAL USERS $
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ENVIRONMENT GENERATORS:
[ ] AS/400 C/S [ ] AS/400 5250 [ ] AS/400 MEDIA ----------
[ ] NT / ODBC [ ] OPEN DATABASE [ ]
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WINDOWS FOR ORACLE7: [ ] RS/6000 [ ] HP9000
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CLASS LIBRARIES: [ ] APPLICATION FRAMEWORKS [ ]
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IMPORT UTILITIES: [ ] DB2/400 IMPORT [ ]
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[ ] SYNON/2E FUNCTIONS [ ] SYNON/2E DATA IMPORT
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LICENSE FEE $
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INITIAL ANNUAL UPGRADE SERVICE FEE
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[ ] STANDARD [ ] PREMIUM [ ] CUSTOM ANNUAL SUPPORT SERVICE FEE
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TOTAL FEES PAYABLE $
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SYNON'S RIGHTS: Synon represents and warrants that it has the right to grant
this license. The Program is owned by Synon Corporation and is protected by
United States copyright laws and international treaty provisions. The Program
disks, tapes, CD-ROM and printed documentation may not be copied without the
prior, written permission of Synon, except that Licensee may make one copy of
the disks and tapes for back-up or archival purposes only.
SECURITY MEASURES: Synon has installed a serial numbers and security measures
into the Program to protect and enforce Synon's rights of ownership and the
Licensee's rights and limitations on use of the Program. Licensee acknowledges
that if there is a violation of the terms of this Agreement, Synon may render
the Program inoperative by withholding authorization codes and may terminate
this Agreement by written notice to Licensee, without refund of fees, unless the
violation is cured within 10 days of notice of the violation.
LIMITATION OF LIABILITY: Licensee agrees that except for Synon's indemnification
obligations specified under WARRANTY, Synon's liability for damages in
connection with this Agreement, regardless of the form of action, is limited to
the License Fees received under this Agreement. In no event will Synon be liable
for consequential, indirect or incidental damages, even if Synon has been
advised of the possibility of such damages. Licensee acknowledges that the
amount of the License Fee payable under this Agreement is related to the
foregoing limitations on Synon's liability and that the License Fee would be
greater if Synon's liability were not so limited.
TECHNICAL SUPPORT SERVICES: Synon will provide technical support services to
Licensee for the Program in accordance with the INITIAL TECHNICAL SUPPORT
ADDENDUM to this Agreement, upon payment of the fees specified in this
Agreement. Synon will provide Helpline Product Installation Service, for thirty
(30) days from the date of this Agreement, at no charge.
Technical support services for subsequent, successive annual periods will be
available to Licensee upon payment of Synon's ANNUAL SERVICE INVOICE.
Synon reserves the right to make, from time to time, amendments to the INITIAL
TECHNICAL SUPPORT ADDENDUM and its annual service offerings, and to modify its
schedule of fees for services. Synon agrees, however, that any amendments or
increase in fees will be effective only upon Licensee's annual renewal of
technical support services by payment of Synon's Annual Service Invoice.
Licensee acknowledges that continuation of the Annual Upgrade Service and prompt
installation of fixes, enhancements and new releases of the Program are critical
to optimum utilization of the Program and cost-effective support for the
Program. Accordingly, in the event that Licensee does not remain current on
Annual Upgrade Service or does not install the latest version of the Program,
Synon may impose additional charges for other support services. Synon will have
no obligation to offer, provide or reinstate Annual Upgrade Service if Licensee
allows an interruption in continuous Annual Upgrade Service.
WARRANTY: Synon warrants for a period of ninety (90) days that the original copy
of the Program will perform in substantial compliance with the documentation
supplied by Synon under this Agreement. Synon's sole obligation in the event of
a breach of this warranty will be to correct any material defects or errors of
which it is given written notice within the warranty period or, if it fails to
correct those errors within thirty (30) days of receipt of written notice, to
refund to Licensee the License Fee paid under this Agreement against return of
the Program and all supporting documentation. Synon also warrants that the
Program does not, as of the date of this Agreement, infringe any copyright,
trade secret or issued United States patent of any third party. Synon agrees to
indemnify Licensee against legal fees and liability to third parties arising
from any claim of such infringement. Except for the express warranties made in
this paragraph, SYNON MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH
RESPECT TO THE PROGRAM, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF
FITNESS FOR A PARTICULAR PURPOSE.
TAXES: Licensee agrees to pay, or reimburse Synon for, any taxes resulting from
this Agreement, exclusive of taxes based on Synon's net income
MISCELLANEOUS: This Agreement is the complete statement of the terms and
conditions of Synon's license of the Program and the obligations between Synon
and the Licensee. There are no representations, warranties, undertakings or
agreements between Synon and Licensee except as set forth in this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of
the State of California. This Agreement is effective upon acceptance by Synon at
its principal office located in Larkspur, California.
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SYNON OBSYDIAN
ADDENDUM TO SOFTWARE LICENSE AGREEMENT - INITIAL TECHNICAL SUPPORT..............
In consideration of payment of the fees specified on the Software License
Agreement dated __________________ SYNON WILL PROVIDE _____________ ("LICENSEE")
WITH THE FOLLOWING ANNUAL UPGRADE SERVICE AND ANNUAL SUPPORT SERVICE FOR THE
TWELVE (12) MONTHS ENDED ___________.
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APPROVED FOR LICENSEE ON: ACCEPTED FOR SYNON, INC. ON:
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BY: BY:
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PRINTED NAME: PRINTED NAME:
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TITLE: TITLE:
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ANNUAL UPGRADE SERVICE:
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For the Programs licensed on the Software License Agreement, Synon agrees to
provide Licensee with access to the following services on request. Annual
Upgrade Service Fees are based on the Programs licensed.
1. Error corrections and Program refreshes as made.
2. Updated versions of the Program(s) as released.
3. Electronic Customer Support as available.
Annual Upgrade Service is required for the initial year following the
licensing of any Obsydian Program. Thereafter, Annual Upgrade Service is
available for contiguous annual period(s), for the then current version of
Obsydian, upon payment of Synon's support service invoice.
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ANNUAL SUPPORT SERVICE:
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SUPPORT SERVICE LEVEL: [ ] STANDARD [ ] PREMIUM [ ] CUSTOM
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[ ] UNLIMITED CALLS OR [ ] UNLIMITED CONTACTS
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NAMED LICENSEE CONTACTS:
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(1) (2)
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ADDITIONAL NAMED LICENSEE CONTACTS:
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(3) (4)
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(5) (6)
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ADDITIONAL SERVICE REQUESTS:
--------------------------- QUANTITY
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ANNUAL SUPPORT SERVICES PROVIDED:
The following levels of Obsydian support are available on an annual basis.
During the initial year for each licensed location, at a minimum,
Synon's Standard level of Annual Support Service is required as a condition of
licensing. Thereafter, Annual Support Service is available upon payment of
Synon's Annual Service Invoice. Customer Support HelpLine is not intended to
replace documentation provided with the Program or to substitute for the
recommended Program training available from Synon.
STANDARD SUPPORT 1. Customer Support HelpLine response within 4
SERVICE hours for: (a) unlimited telephone service
requests from 2 named contacts, or (b) up to 50
telephone service requests from unlimited
Licensee contacts.
2. Additional named contacts and additional telephone
service requests available for an additional fee.
3. On-line Program instructions and information built
over Synon's internal database.
4. Five day response time for material Program errors
to Escalation Team.
5. Ten day response time for material Program errors
to Development.
6. Annual Service Report.
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PREMIUM SUPPORT 7. Customer Support HelpLine response within 1 hour
SERVICE for:
(a) unlimited telephone service requests from 4
named contacts, or
(b) up to 90 telephone service requests from
unlimited Licensee contacts.
8. Additional named contacts and additional telephone
service requests available for an additional fee.
9. On-line Program instructions and information
built over Synon's internal database.
10. Two day response time for material Program errors
to Escalation Team.
11. Five day response time for material Program errors
to Development.
12. Six hours of telephone consultation on Program
usage.
13. Remote diagnostics for problem determination.
14. Quarterly Status Review.
15. Quarterly Environment Audit and Report via
telephone conference call.
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CUSTOM SUPPORT Service package to include services to meet special
SERVICE business requirements of Licensee, as specified in a
separate agreement.