CROSSWORLDS SOFTWARE
SOFTWARE LICENSE AND SUPPORT AGREEMENT
This SOFTWARE LICENSE AND SUPPORT AGREEMENT ("Agreement") is entered into
as of ______________ ("Effective Date") by Delphi Automotive Systems,
LLC, a Delaware limited liability corporation, having a principal place
of business at 5725 Delphi Drive, Troy, Michigan 48098-2615 ("Customer"),
and CrossWorlds Software, Inc., a Delaware corporation, having a
principal place of business at 577 Airport Boulevard, Suite 800,
Burlingame, California 94010 ("CrossWorlds"), and describes the terms and
conditions pursuant to which CrossWorlds shall license to Customer and
support certain Software (as defined below).
In consideration of the mutual promises and upon the terms and conditions
set forth below, the parties agree as follows:
1. Definitions
1.1. "Affiliates" means all current and future business entities that,
directly or indirectly, control, are controlled by, or are under common
control with Customer.
1.2. "Collaborations" means the applications business logic portion of the
Software so designated in Attachment A.
1.3. "Confidential Information" means this Agreement and all its Attachments
and Appendices, any addenda hereto signed by both parties, and (a) with
respect to information of CrossWorlds, all information of CrossWorlds of
a proprietary and confidential nature such as Software listings,
Documentation, data, drawings, benchmark tests, specifications, trade
secrets, source code relating to the Software, and any other proprietary
and confidential information supplied to Customer by CrossWorlds,
including all items defined as "confidential information" of CrossWorlds
in any other agreement between Customer and CrossWorlds whether executed
prior to or after the date of this Agreement ("CrossWorlds Confidential
Information"), and (b) with respect to information of Customer, all
confidential and proprietary business information of Customer supplied or
made available by Customer to CrossWorlds.
1.4. "Connectors" means the portions of the Software that connect
applications, which are so designated on Attachment A.
1.5. "Documentation" means the user manuals distributed by CrossWorlds that
are included with the Software.
1.6. "Environment" means the computer system, including peripheral equipment
and operating system software, specified in Attachment A.
1.7. "Maintenance and Support" means the services described in Section 7.
1.8. "Server" means a computer system that allows Users to access the Software
from local or remote personal computers or terminals.
1.8.5. "Server Software" means the Software specified in Attachment A and
otherwise provided to Customer pursuant to this Agreement for use on
Servers.
1.9. "Site" means each physical location specified in Attachment A of one or
more Servers on which Customer is entitled to Use the Software.
1.10. "Software" means the computer software programs specified in Attachment A
and otherwise provided to Customer pursuant to this Agreement to connect
and collaborate with the versions of the Customer software specified in
Attachment A, and includes without limitation the Third Party Technology
(as defined in the Third Party Technology Appendix).
1.11. "Third Party Technology" means the third party technology stated in the
Third Party Technology Appendix.
1.12. "Use" means utilization of the Software and Documentation by Customer
(and such other entities as are expressly permitted by Section 2) on no
more than the number of Servers set forth on Attachment A, for its own
internal information processing services and computing needs (except as
expressly permitted by Section 2), by copying or transferring the same
into Customer's Environment. "Use" of the Software shall be subject to
the restrictions set forth in Section 2.1.
1.13. "Update" means a release or version of the Software containing functional
enhancements, extensions, error corrections or fixes that is generally
made available free of charge (other than media and handling charges) to
CrossWorlds' customers who have contracted for Maintenance and Support.
1.14. "User" means those Customer employees or Affiliates (pursuant to Section
2.4) authorized by Customer to Use/access the Software through a Server.
2. Grant of License
2.1. Grant. Subject to the terms and conditions of this Agreement, CrossWorlds
hereby grants to Customer a limited, perpetual, nonexclusive and
nontransferable license solely in the Environment located at the Site
(except as provided herein) to:
2.1.1. Allow Use of the Tools set forth on Attachment A (the "Tools") by
the number of users ("Development Users") set forth on Attachment A,
provided that all software produced by or for Customer in the Use of such
Tools shall be subject to the terms and conditions of this Agreement and
such software may be installed and used only for Customer's internal
production at the Site and on the number of Servers set forth in
Attachment A;
2.1.2. Use the Connectors, and to make no more than the number of copies
of the Connectors set forth in Attachment A;
2.1.3. Use the Collaborations and Server Software, and to make copies
solely on the number of Servers set forth in Attachment A;
2.1.4. Use and modify the Documentation in connection with Use of the
Software; and
2.1.5. Modify the Software pursuant to authorized Use of the Tools;
provided that all such modifications shall be subject to the restrictions
of this Agreement that apply to the Software.
2.2. Reservation of Rights. Customer acknowledges and agrees that all right,
title and interest in all copies of the Software and Documentation
whether in machine-readable or printed form, and derivative works thereof
prepared by or for CrossWorlds and all related technical trade secrets
not developed in whole or in part by Customer and all rights therein
(including without limitation intellectual property rights), are and
shall be the exclusive property of CrossWorlds and/or its suppliers, and
Customer shall assign to and reasonably assist CrossWorlds, at
CrossWorlds' expense, in maintaining and securing such ownership.
Customer shall have only those rights in or to the Software and
Documentation granted to it pursuant to this Section 2 of the Agreement.
Customer shall in no event distribute, resell or otherwise provide to any
third party (except to an Affiliate for its internal production purposes)
any software produced by or for Customer in the Use of the Tools.
2.3. Delivery. Upon execution of this Agreement by Customer and CrossWorlds,
CrossWorlds shall issue to Customer a reasonable number of
machine-readable copies of the Software, for Use at the Site(s) only, to
the extent that the number of copies supports the Customer's projects
using the Software at the Site(s), along with a reasonable number of
copies of the appropriate Documentation, to the extent that the number of
copies supports the Customer's projects using the Software at the
Site(s), and to the extent that Customer is not able to download such
additional Documentation from CrossWorlds Internet site. CrossWorlds will
provide Customer with additional copies of the Documentation at
CrossWorlds' then current standard charges. Customer acknowledges that no
copy of the source code of the Software will be provided to Customer
except pursuant to Section 5.
2.4. Use by Affiliates. Affiliates of Customer may Use the Software solely
pursuant to the terms and conditions of this Agreement. Customer
acknowledges and agrees that any breach of this Agreement by Affiliates
shall be deemed a breach of the Agreement by Customer.
2.5. Disaster Recovery. If the specified Environment is inoperable or the
equipment therein is under repair, Customer will be entitled to transfer
the Software to a substitute Environment at the same Site using an
operating system that is supported by CrossWorlds, provided that Customer
shall promptly notify CrossWorlds in writing of the transfer. Customer
will be responsible for any services required if the Software has to be
ported to an operating system that is not supported by CrossWorlds. If
the specified Site is nonfunctional for purposes of this Agreement,
Customer will be entitled to transfer the Software to a substitute
Environment at a new Site using an operating system that
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is supported by CrossWorlds, subject to the number of allowable Servers
as specified in Attachment A, provided that Customer shall promptly
notify CrossWorlds in writing of the transfer. Notwithstanding anything
in this section to the contrary, no restrictions shall be placed on the
transfer of Software licensed under if an Enterprise License is so
specified in Attachment A.
2.6. Backup Copy. Customer will be entitled to make a reasonable number of
machine-readable copies of the Software for backup or archival purposes.
Customer may not copy the Software, except as permitted by this
Agreement. Annually, Customer shall maintain accurate and up-to-date
records of the number and location of all archival copies of the Software
and inform CrossWorlds in writing of such location(s). All copies of the
Software will be subject to all terms and conditions of this Agreement.
Whenever Customer is permitted to copy or reproduce all or any part of
the Software, all titles, trademark symbols, copyright symbols and
legends, and other proprietary markings must be reproduced.
2.7. Third-Party Consultant Use. (a) CrossWorlds acknowledges and agrees that
from time to time Customer or an Affiliate may engage a third party
outsource service provider ("Third Party Provider") to perform, on behalf
of the Customer or the Affiliate, Customer's or the Affiliates' internal
information processing services and computing needs referred to in the
definition of "Use" in Section 1.12 of this Agreement, or to perform
systems integration, facilities management consulting or disaster
recovery services or similar services. The Third Party Provider may Use
the Software solely for the benefit of Customer or an Affiliate subject
to the terms and conditions of this Agreement so long as (i) Customer has
entered into its customary vendor confidentiality agreement with the
Third Party Provider, (ii) Customer shall be responsible for the breach
of such confidentiality agreement by the Third Party Provider to the
extent that such breach also constitutes a breach of confidentiality
obligations hereunder, and (iii) Customer informs the Third Party
Provider of the confidentiality obligations arising under this Agreement.
The parties acknowledge that Customer's confidentiality obligations
hereunder may be breached, and liability incurred to CrossWorlds
hereunder, by Customer as a result of the actions or omissions of a Third
Party Provider. Nothing herein will prevent Customer from seeking
recovery for such breach from such Third Party Provider.
(b) Quarterly, CrossWorlds may submit to Customer a list of entities that
are direct competitors of CrossWorlds (the "Direct Competitors").
Customer will promptly respond to written inquiry from CrossWorlds
regarding the identity of any Third Party Provider and inform CrossWorlds
as to whether such Third Party Provider has or may have access to the
Software in the performance of its obligations to Customer. If such Third
Party Provider has, or may have, access to the Software in the
performance of its obligations to Customer, Customer shall confer with
CrossWorlds and the parties shall cooperate, and Customer shall use its
best efforts, to, where appropriate, do one or more of the following: (i)
implement reasonable procedures for the protection of CrossWorlds' rights
in the Software (which may include, but is not limited to, security and
access logs, monitoring and similar processes or procedures); (ii) obtain
a written confidentiality agreement from the Third Party Provider
containing reasonably acceptable terms and conditions that is enforceable
by CrossWorlds, including without limitation, a covenant against reverse
engineering the Software; and (iii) where necessary to protect
CrossWorlds' rights and interests in the Software and where reasonably
practicable to promote Customer's rights and interests in its project,
Customer will use its best efforts to restrict such Third Party
Provider's access to the Software.
__________________ INITIALS RE SECTION 2.7
3. License Restrictions.
3.1. Customer agrees that it will not itself, or through any parent,
subsidiary, affiliate, agent or other third party:
3.1.1. sell, lease, license or sublicense the Software or the
Documentation;
3.1.2. decompile, disassemble, or reverse engineer the Software, in whole
or in part;
3.1.3. Use the Software on any Server not located at the Site;
3.1.4. write or develop any derivative work or any other software program
based upon the Software or any Confidential Information, except pursuant
to authorized Use of Tools as set forth in Section 2.1.5, if any;
3.1.5. use the Software to provide processing services to third parties,
or otherwise use the Software on a "service bureau" basis.
4. Fees.
4.1. License Fees. In consideration of the license granted pursuant to Section
2.1, Customer agrees to pay CrossWorlds the License Fee specified in
Attachment A. The License Fee is due and payable upon the payment
schedule specified in Attachment A.
4.2. Maintenance Fees. In consideration of the Maintenance and Support that
CrossWorlds shall provide to Customer, Customer agrees to pay CrossWorlds
the Maintenance Fee specified in Attachment A. The Maintenance Fee is due
and payable upon the payment schedule specified in Attachment A. Any
additional Maintenance and Support not set forth in Attachment A will be
subject to good faith negotiations between the parties.
4.3. Additional Licenses. Customer will have the option to expand the license
granted pursuant to Section 2.1 to include Use of the Software at
additional Sites and/or to increase the allowed number of Servers, upon
CrossWorlds' receipt and acceptance of Customer's notice of the
additional Sites and/or Servers and the additional license fees for the
expanded Use as set forth in a mutually agreed Attachment A.
4.4. Taxes. All charges and fees provided for in this Agreement (including the
Maintenance Fees) are exclusive of any taxes, duties or similar charges
imposed by any government (including without limitation withholding
taxes) and all amounts payable hereunder shall be made without deduction
for taxes, duties or charges. Customer agrees to pay or reimburse
CrossWorlds for all federal, state, dominion, provincial, or local sales,
use, personal property, excise or other taxes, fees, or duties arising
out of this Agreement or the transactions contemplated by this Agreement
(other than taxes on the net income of CrossWorlds).
4.5. Payments. All fees shall be paid in U.S. Dollars. All invoices are due
and payable in accordance with Customer's Multilateral Netting System
("MNS-2") on the second month, second day from the date of invoice.
5. Source Code Escrow. At a later date, the parties will enter into a
mutually acceptable Master Source Code Escrow Agreement with respect to
the Software (excluding the Third Party Technology), to which neither
party shall unreasonably withhold its consent.
6. Audit Rights. CrossWorlds retains the right to audit Customer's Use of
the Software at the principal place of business listed above with
reasonable prior notification of such audit given to Customer. Such audit
shall not occur more than once per year and shall be performed during
normal business hours. If the result of such audit reveals that Customer
is out of compliance with this Agreement, Customer shall pay to
CrossWorlds the appropriate fees required to bring Customer back into
compliance. CrossWorlds shall invoice Customer for such fees with the sum
due payable in accordance with Customer's Multilateral Netting System
("MNS-2") by the second month, second day. Customer will, upon request by
CrossWorlds, promptly provide CrossWorlds with a written report,
certified by an officer of Customer, stating the Site(s), number of
Development Users and number of Servers with respect to which Customer is
Using the Software.
7. Maintenance and Support. For so long as Customer is current in the
payment of all Maintenance Fees and is otherwise in substantial
compliance with this Agreement, Customer will be entitled to maintenance
and support of the Software ("Maintenance and Support") as specified in
this Section 7.
7.1. Term and Termination. CrossWorlds' provision of Maintenance and Support
to Customer will commence on the date set forth in Attachment A and will
continue for an initial term of one (1) year, except as set forth in an
Attachment A. Maintenance and Support will automatically renew at the end
of the initial term and any subsequent term for a renewal term of one (1)
year unless Customer has provided CrossWorlds with a written termination
notice of its intention not to renew the Maintenance and Support at least
sixty (60) days prior to the termination of the then-current term, except
as set forth in an Attachment A. Termination of Maintenance and Support
upon failure to renew will not affect the license of the Software.
7.2. Maintenance and Support Services. Maintenance and Support means that
CrossWorlds will provide: (a) Updates, if any, and appropriate
Documentation, and (b) assistance with respect to the Software,
including: (i) clarification of functions and features of the
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Software; (ii) clarification of Documentation pertaining to the Software;
and (iii) error verification, analysis and corrective efforts as further
described in Attachment B. Maintenance and Support will be provided only
with respect to versions of the Software that, in accordance with
CrossWorlds policy, are then being supported by CrossWorlds.
7.3. Eligibility of Software. Maintenance and Support will not include
services requested as a result of, or with respect to, (i) improper
installation by Customer or use of the Software that deviates from any
operating procedures established by CrossWorlds in the applicable
Documentation, (ii) attempted or actual modification, alteration,
additions or extensions to or of the Software by Customer or any third
party (except for modifications, alterations, additions or extensions to
or of the Software permitted in writing by CrossWorlds), (iii) accident,
electrical failure, or failure of air conditioning or humidity control,
(iv) any version of the Software more than one Update prior to the
currently commercially available Update of the Software so long as
CrossWorlds timely provided each of the Updates; (v) failure to
incorporate an Update previously released and provided by CrossWorlds and
(vi) any portion(s) of the Software customized by CrossWorlds, Customer
or a Third Party Consultant for Customer's use.
7.4. Responsibilities of Customer. CrossWorlds' provision of Maintenance and
Support to Customer is subject to (and if Customer employs a Third Party
Consultant as described in Section 2.7, such Third Party Consultant's
compliance with) the following:
7.4.1. Customer shall provide CrossWorlds with access to Customer's
personnel and Environment during normal business hours. This access must
include the ability to dial-in to any part of the Environment on which
the Software is operating necessary to maintain the Software. CrossWorlds
will inform Customer of the specifications of the modem equipment needed,
and Customer will be responsible for the costs and use of said equipment.
7.4.2. Customer shall provide supervision, control and management of the
Use of the Software. In addition, Customer shall implement procedures for
the protection of information and the implementation of backup facilities
in the event of errors or malfunction of the Software or Environment.
7.4.3. Customer shall document and promptly report all errors or
malfunctions of the Software sufficient to enable CrossWorlds to
replicate and verify the error or malfunction. Customer shall take all
steps necessary to carry out procedures for the rectification of errors
or malfunctions within a reasonable time after such procedures have been
received from CrossWorlds.
7.4.4. Customer shall maintain a current backup copy of all programs and
data.
7.4.5. Customer shall properly train its personnel in the Use and
application of the Software and the Environment on which it is used.
8. Covenants, Representations and Warranties.
8.1. Assignment or Enforcement of Warranties. With respect to all Software
licensed by CrossWorlds to Customer as specified on Attachment A,
CrossWorlds shall assign to Customer the rights, including right to
recovery, it obtains under warranties or indemnifications given by third
parties in connection to the foregoing to the extent such rights are
available and assignable. CrossWorlds shall, upon Customer's request, and
with reasonable notice and particular documentation to determine the
nature of the potential breach of warranty, enforce any such warranties
that are not assignable, to the extent any such warranties are available,
and track and notify Customer of each non-assignable warranty applicable
thereto and deliver to Customer any documentation issued by a warrantor
evidencing such non-assignable warranty.
8.2. Illicit Code. CrossWorlds shall use its best efforts to ensure that no
Illicit Code (as defined herein) is coded or introduced into the Software
by CrossWorlds or CrossWorlds' representatives. In the event that any
Illicit Code is found to have been coded or introduced into the Software
by CrossWorlds or CrossWorlds' representatives, CrossWorlds shall use
best efforts, at no additional charge, to assist Customer in reducing the
effects of the Illicit Code, including assisting customer in mitigating
and restoring any damaged or lost data. "Illicit Code" means any program,
routine, device or other undisclosed feature or hidden file, not
referenced in the Documentation, including without limitation, a time
bomb, virus, software lock, trojan horse, drop-dead device, worm,
malicious logic or trap door, that is designed to delete, disable,
deactivate, interfere with or otherwise harm the Software or Customer's
other software, hardware, data, any transmitting or activating computer
program, or any hardware-limiting, software-limiting or services-limiting
function (including, but not limited to, any key, node lock, time-out or
other similar functions), whether implemented by electronic or other
means.
8.3. Insurance. CrossWorlds shall maintain insurance coverage with carriers
acceptable to Customer in the amount of $1,500,000 for general commercial
liability and in the amount of $4,000,000 for professional errors and
omissions liability. Within ten (10) days of Customer's request,
CrossWorlds shall deliver to Customer either a certificate showing
CrossWorlds' compliance with this Section or certified copies of all
insurance policies required herein. Customer shall have the right under
the insurance policies to thirty (30) days' notice prior to the
termination of the coverage. CrossWorlds will provide thirty (30) days'
notice prior to the reduction in the amount or scope of coverage.
CrossWorlds' furnishing of insurance shall not release CrossWorlds of its
obligations or liabilities hereunder.
8.4. Product Warranties. (a) Except as otherwise set forth herein, CrossWorlds
warrants that (i) for so long as Customer is entitled to Maintenance and
Support under Section 7 of this Agreement, from the Effective Date, the
Software will operate in substantial conformity with the Documentation
and CrossWorlds will, at its own expense, upon receipt of written notice
from Customer and as Customer's sole and exclusive remedy repair or
replace the Software under the Maintenance and Support provisions so that
the Software so operates, and (ii) for ninety (90) days after Customer's
receipt of the media on which the Software and Documentation are
distributed, such media will be free from defects in materials and
workmanship under normal use and CrossWorlds shall, upon notice of
Customer's warranty claim and as Customer's sole and exclusive remedy,
replace such media; provided, however, that CrossWorlds shall be relieved
from any obligations under this Section 8.4 if Customer does not give
CrossWorlds reasonably prompt written notice of any defect claimed
hereunder after Customer's first observation of such defect and if such
delay causes additional degradation of the Software. CrossWorlds makes no
warranty that all immaterial errors or malfunctions will be corrected.
(b) All warranties made by CrossWorlds under this Section 8.4 are, and
all obligations of CrossWorlds shall be, contingent upon Customer's Use
of the Software in accordance with this Agreement and the Documentation,
and, to the extent that any of the following cause warranty failure, no
such warranties or obligations shall apply to any portion of the Software
that has been (a) installed or operated by Customer in a manner
materially inconsistent with the provisions of this Agreement and the
instructions for Use, (b) damaged by (i) negligence or misuse other than
by CrossWorlds or a party at the direction of CrossWorlds, without the
written approval of CrossWorlds or (ii) fire, casualty or other external
causes beyond CrossWorlds' reasonable control, (c) modified, altered, or
added to by persons other than CrossWorlds or CrossWorlds' authorized
representative without CrossWorlds' prior written approval (except
pursuant to the authorized Use of the Tools), (d) modified, altered, or
added to at Customer's request that causes the Software to deviate from
the Documentation, and prior to making such request, CrossWorlds gave
Customer notice that such modification, alteration, or addition will
cause the Software to deviate from the Documentation, or (e) customized
by CrossWorlds, Customer or a Third Party Consultant for Customer's use.
In addition, no such warranties or obligations shall apply to any portion
of the Software if Customer has failed to incorporate an Update
previously released and provided by CrossWorlds.
8.5. Representations and Warranties. CrossWorlds represents and warrants that:
(a) to the best of its knowledge it possesses all necessary rights and
authority to license to Customer the Software;
(b) to the best of CrossWorlds' knowledge, information and belief, no
Illicit Code is coded or introduced into the Software;
(c) CrossWorlds is as an organization duly incorporated, validly existing
and in good standing, and has all requisite corporate power and authority
to execute, deliver and perform its obligations under this Agreement;
(d) CrossWorlds is duly licensed, authorized or qualified to do business
and is in good standing in every jurisdiction in which a license,
authorization or qualification is required for the ownership or leasing
of its assets or the transaction of business of the character of this
transaction except where the failure to be so licensed, authorized or
qualified would not have a material adverse effect on CrossWorlds'
ability to fulfill its obligations under this Agreement;
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(e) the execution, delivery and performance of this Agreement have been
duly authorized by CrossWorlds;
(f) CrossWorlds has no, and during the term of this Agreement will not
enter into any, contractual or other obligations to any third party that
interferes with any rights of Customer hereunder;
(g) to the best of CrossWorlds' knowledge, the Software does not and will
not (i) infringe upon the patent, copyright, database right, trademark
rights or other rights of any third party or (ii) misappropriate the
trade secret or other intellectual property rights of any third party,
provided that the warranty stated in this sub-section (g) will not apply
to infringements or misappropriations that result from a misuse or
unauthorized modification of the Software by Customer; and
(h) the Software used by CrossWorlds pursuant to the Agreement is fully
Year 2000 Compliant (Year 2000 Compliant means that the Software, Tools
and Third Party Technology, at all times before, on, and after January 1,
2000, does and will accurately process and handle date and time data
(including, but not limited to, calculating, comparing and sequencing)
from, into, and between the twentieth and twenty-first centuries, and the
years 1999 and 2000, including leap year calculations, provided that all
other products (e.g., hardware, software and firmware) used in
combination with the Software properly exchange date data with it.
Customer's exclusive remedy, and CrossWorlds' sole obligation, for a
breach of the foregoing warranty shall be for CrossWorlds to use all
reasonable efforts to expeditiously achieve Year 2000 Compliance.
9. Limited Warranty, Limitation of Liability and Remedies.
9.1. Limited Warranty. EXCEPT FOR THE EXPRESS WARRANTIES AND UNDERTAKINGS SET
FORTH IN THIS AGREEMENT, CROSSWORLDS DISCLAIMS ALL WARRANTIES REGARDING
THE SOFTWARE INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
9.2. Limitation of Liability. Except as otherwise set forth in Section 10, in
no event shall either party be liable for consequential, incidental or
punitive loss, damage or expenses (including lost data, lost profits or
savings) even if it has been advised of their possible existence;
provided, however, that the foregoing limitations or exculpations of
liability shall not apply to (a) either party's liability (i) for claims,
demands, loss, damage or expense relating to bodily injury or death of
any person or damage to real and/or personal property, or (ii) resulting
from its gross negligence or willful, wanton, or reckless misconduct; or
(b) liability under (i) Section 8.2 (Illicit Code), (ii) Sections 8.5(a)
and 8.5(g) (proprietary rights), and (ii) Section 11 (Confidential
Information). Both parties' liability under this Agreement for damages
will not, in any event, exceed the license fees paid by Customer to
CrossWorlds under this Agreement, except as to gross negligence or
willful, wanton, or reckless misconduct by either party, in which case
the breaching party's liability to the other party under this Agreement
for damages will not, in any event, exceed three (3) times the license
fees paid by Customer to CrossWorlds under this Agreement.
9.3. Remedies. Except as expressly provided herein to the contrary, the rights
and remedies reserved to Customer and CrossWorlds in this Agreement shall
be cumulative with, and additional to, all other or further remedies
provided in law or equity.
10. Intellectual Property Infringement.
10.1. Third Party Claims. CrossWorlds agrees, at its expense, to indemnify,
hold harmless and defend Customer from and against any claim, proceeding
or action asserting that the Software (excluding trademarks of BEA
Systems and/or BEA WebLogic), in the form provided to Customer hereunder,
alone and not in combination with any other software or hardware not
provided by CrossWorlds, directly infringes any United States patent,
copyright, trade secret or other intellectual property right of a third
party ("Affected Software"), and CrossWorlds shall pay the damages
awarded and/or any settlements entered into for such infringement,
subject to the terms and conditions set forth below. Customer may elect,
at its expense, to have its own counsel assist in its defense of any such
action. CrossWorlds' obligations under this Section 10 do not include
payment for any enhanced damages or attorneys' fees arising out of claims
of willful infringement made against Customer, unless based on the
actions or inaction of CrossWorlds. CrossWorlds will not be obligated to
provide such defense or payment unless: (i) Customer provides CrossWorlds
with written notice of any such claim within thirty (30) days of receipt
by Customer of such claim; (ii) Customer allows CrossWorlds to control
the defense and/or settlement of the proceeding or action with counsel of
its choice; (iii) CrossWorlds has agreed in writing prior to any
settlement entered into by Customer to which CrossWorlds shall not
unreasonably withhold its consent; and (iv) Customer provides CrossWorlds
with reasonable assistance in connection with such proceeding or action
at no charge to CrossWorlds for Customer's time. Notwithstanding anything
to the contrary herein, CrossWorlds shall not enter into a settlement
without first obtaining Customer's consent, which shall not be
unreasonably withheld. If Customer's use of the Affected Software is
enjoined, CrossWorlds will, at its sole discretion and at its own
expense:
10.1.1. procure for Customer the right to continue using the Affected
Software;
10.1.2. replace the Affected Software with substantially similar
non-infringing software;
10.1.3. modify the Affected Software so it will become non-infringing
without impairing the performance of the Software. If CrossWorlds is
unable reasonably to do any of the above,
10.1.4 Customer shall be entitled to terminate this Agreement, obtain
return of the Affected Software and credit to Customer a portion, if any,
of the License Fee equal to the amount paid by Customer for the Affected
Software less one-sixtieth (1/60) thereof for each month or portion
thereof that this Agreement has been in effect.
10.2. Exclusions. If a third party brings a claim, action or proceeding for
infringement against CrossWorlds arising out of (i) CrossWorlds'
compliance with Customer's designs, specifications or instructions, (ii)
Customer's use of other than the then-current version of the Software, if
such infringement would have been avoided by Customer's use of the
then-current version; or (iii) any modifications or marking of the
Software not specifically authorized in writing by CrossWorlds or
pursuant to authorized use of the Tools, then CrossWorlds shall have no
liability under this Section 10 and Customer shall defend, indemnify and
hold CrossWorlds harmless from and against such claim, action or
proceeding provided (i) CrossWorlds provides Customer with written notice
of any such claim within thirty (30) days of receipt by CrossWorlds of
such claim; (ii) CrossWorlds allows Customer to control the defense
and/or settlement of the proceeding or action with counsel of its choice;
(iii) Customer has agreed in writing prior to any settlement entered into
by CrossWorlds to which Customer shall not unreasonably withhold its
consent; and (iv) CrossWorlds provides Customer with reasonable
assistance in connection with such proceeding or action at no charge to
CrossWorlds for CrossWorlds' time. Notwithstanding anything to the
contrary herein, Customer shall not enter into a settlement without first
obtaining CrossWorlds' consent, which shall not be unreasonably withheld.
10.2.5.Customer's obligations under Section 10.2 do not include payment for any
enhanced damages or attorneys' fees arising out of claims of willful
infringement made against CrossWorlds, unless based upon the actions or
inactions of Customer. Customer will not be obligated to provide such
defense or payment unless (i) CrossWorlds provides Customer with written
notice of any such claim within thirty (30) days of receipt by
CrossWorlds of such claim; (ii) CrossWorlds allows Customer to control
the defense and/or settlement of the proceeding or action with the
counsel of its choice; (iii) Customer has agreed in writing prior to any
settlement entered into by CrossWorlds, to which Customer will not
unreasonably withhold its consent; and (iv) CrossWorlds provides to
Customer with reasonable assistance in connection with such proceeding or
action at no charge to Customer for CrossWorlds' time.
11. Confidential Information.
11.1. General. Each party acknowledges that the Confidential Information of the
other constitutes valuable trade secrets and each party agrees that it
shall use the other party's Confidential Information solely in accordance
with the provisions of this Agreement and will not disclose, or permit to
be disclosed, the same, directly or indirectly, to any third party
without the disclosing party's prior written consent. Each party agrees
to exercise due care in protecting the Confidential Information of the
other party from unauthorized use and disclosure. However, a party bears
no responsibility for safeguarding the Confidential Information of the
other party that is publicly available, already in such party's
possession and not subject to a confidentiality obligation, obtained by
such party from third parties without restrictions on disclosure,
independently developed by such party
Page 4
without reference to the information of the other party, or required to
be disclosed by order of a court or other governmental entity.
11.2. Remedies. In the event of actual or threatened breach of the provisions
of Section 11.1, the non-breaching party will have no adequate remedy at
law and will be entitled to immediate and injunctive and other equitable
relief, without bond and without the necessity of showing actual money
damages.
12. Term and Termination.
12.1. Term. This Agreement will take effect on the Effective Date and
will remain in force until terminated in accordance with this Agreement.
12.2. Termination by Customer. Customer may, by written notice to CrossWorlds,
terminate this Agreement if CrossWorlds is in material breach of any
term, condition or provision of this Agreement, which breach is not
cured within thirty (30) days after Customer gives CrossWorlds written
notice of such breach.
12.3. Termination by CrossWorlds. CrossWorlds may, by written notice to
Customer, terminate this Agreement if any of the following events
("Termination Events") occur:
12.3.1. Customer fails to pay any amount due CrossWorlds within thirty (30) days
after CrossWorlds gives Customer written notice of such nonpayment; or
12.3.2. Customer is in material breach of any non-monetary term, condition or
provision of this Agreement, which breach is not cured within thirty
(30) days after CrossWorlds gives Customer written notice of such
breach; or
12.3.3. Customer: (a) terminates or suspends its business; (b) becomes
insolvent, admits in writing its inability to pay its debts as they
mature, makes an assignment for the benefit of creditors, or becomes
subject to direct control of a trustee, receiver or similar authority;
or (c) becomes subject to any bankruptcy or insolvency proceeding under
any federal or state statutes or other statutes of the country in which
it is organized.
If any Termination Event occurs, termination will become effective
immediately or on the date set forth in the written notice of
termination. Termination of this Agreement will not affect the
provisions regarding Customer's or CrossWorlds' treatment of
Confidential Information, provisions relating to the payment of amounts
due, governing law and dispute resolution procedures or provisions
limiting or disclaiming either party's liability or duty of
indemnification (so long as the event giving rise to the duty of
indemnification occurred during the term of the Agreement), which
provisions will survive termination of this Agreement.
12.4. Effect of Termination. The later of thirty (30) days after the date of
termination or discontinuance of this Agreement for any reason
whatsoever or after the end of any Transition Period (as defined in
Section 12.5), Customer shall return the Software and all copies except
for an archival copy of the Software and Documentation, in whole or in
part, all Documentation relating thereto, and any other Confidential
Information in its possession that is in tangible form and destroy/erase
any Confidential Information in electronic form, and CrossWorlds shall
return all Confidential Information acquired from Customer in its
possession that is in tangible form and destroy/erase any such
Confidential Information in electronic form. Customer and CrossWorlds
shall furnish the other party with a certificate signed by its executive
officer verifying that the same has been done.
12.5. Transition Assistance. CrossWorlds acknowledges and agrees that the
Software provided to Customer and Affiliates hereunder is critical to
the central mission of Customer and Affiliates. In the event of the
expiration or other termination of this Agreement, CrossWorlds shall, if
requested by Customer or an Affiliate, continue the parties' rights and
obligations hereunder pro rata for one (1) period of 30 days (the
"Transition Period") and cooperate in good faith with Customer and
Affiliate and their agents to transition Customer and Affiliates,
including without limitation, providing, to the extent available,
applicable requirements, standards, policies, operating procedures and
other documentation and unwritten information relating to the
environment affected by the transition out of this Agreement and
complying with other reasonable requests of Customer and Affiliates (the
"Transition Assistance Services"). If requested, CrossWorlds shall
assist Customer and Affiliates in developing a plan which shall specify
the tasks to be performed by the parties in connection with the
Transition Assistance Services and a schedule for performance of those
tasks. Following the Transition Period for a period not to exceed 30
days thereafter and to the extent not already complied with, CrossWorlds
shall answer all reasonable and pertinent verbal or written questions
from Customer or Affiliates regarding the Software and the transition on
as "as needed" basis and deliver to Customer or Affiliates any remaining
information and materials of Customer or Affiliates that are in
CrossWorlds' possession, custody or control. CrossWorlds shall transfer
or assign, upon Customer's or the Affiliate's request and where
appropriate, to the extent such rights are available and assignable, any
third party contracts applicable to the performance of CrossWorlds'
obligations under the Agreement. CrossWorlds acknowledges and agrees
that it has an absolute and unconditional obligation to provide Customer
and Affiliates with Transition Assistance Services at the quality and
level of performance during the Transition Period that would be required
during the regular term of the Agreement. In the event that an entity or
unit of Customer or Affiliates, or the business or part thereof, is sold
or otherwise divested (the "Divested Entity"), CrossWorlds shall, upon
request, provide the foregoing Transition Assistance Services to the
Divested Entity and to the extent that such Divested Entity does not
qualify as an Affiliate during the first three (3) years of the term of
this Agreement, CrossWorlds shall not unreasonably withhold CrossWorlds'
consent to the assignment of the rights under this Agreement to the
Divested Entity as set forth in Section 13, and provided that such
Divested Entity shall agree in writing, prior to accessing the Software,
(i) to enter into an agreement with CrossWorlds containing substantially
similar terms and conditions as set forth in this Agreement, and (ii)
CrossWorlds may enforce such written agreement directly against such
Divested Entity.
13. Non-assignment/Binding Agreement. Neither this Agreement nor any rights
under this Agreement may be assigned or otherwise transferred by
Customer or CrossWorlds, in whole or in part, whether voluntary or by
operation of law, including by way of sale of assets, merger or
consolidation, without the prior written consent of the other party,
which consent will not be unreasonably withheld. Subject to the
foregoing, this Agreement will be binding upon and will inure to the
benefit of the parties and their respective successors and assigns.
14. Notices. Any notice required or permitted under the terms of this
Agreement or required by law must be in writing and must be: (a)
delivered in person; (b) sent by first class registered mail, or air
mail, as appropriate; or (c) sent by overnight air courier, in each case
properly posted and fully prepaid to the appropriate address set forth
below. Either party may change its address for notice by notice to the
other party given in accordance with this Section 13. Notices will be
considered to have been given at the time of actual delivery in person,
three (3) business days after deposit in the mail as set forth above, or
one (1) day after delivery to an overnight air courier service.
To Customer at:
Mr. James E. Hackett
Manager--Purchasing
Delphi Automotive Systems, LLC
5725 Delphi Drive
Troy, MI 48098-2615
USA
To CrossWorlds Contract Administrator at:
577 Airport Blvd., Suite 800
Burlingame, CA 94010
USA
15. Miscellaneous.
15.1. Force Majeure. Neither party will incur any liability to the other party
on account of any loss or damage resulting from any delay or failure to
perform all or any part of this Agreement if such delay or failure is
caused, in whole or in part, by events, occurrences, or causes beyond
the control and without negligence of the parties. Such events,
occurrences, or causes will include, without limitation, acts of God,
strikes, lockouts, riots, acts of war, earthquake, fire and explosions,
but the inability to meet financial obligations is expressly excluded.
15.2. Waiver. Any waiver of the provisions of this Agreement or of a party's
rights or remedies under this Agreement must be in writing to be
effective. Failure, neglect, or delay by a party to enforce the
provisions of this Agreement or its rights or remedies at any time, will
not be construed and will not be deemed to be a waiver of such party's
rights under this Agreement and will not in any way affect the validity
of the whole or any part of this Agreement or prejudice such party's
right to take subsequent action.
Page 5
15.3. Severability. If any term, condition, or provision in this Agreement is
found to be invalid, unlawful or unenforceable to any extent, the parties
shall endeavor in good faith to agree to such amendments that will
preserve, as far as possible, the intentions expressed in this Agreement.
If the parties fail to agree on such an amendment, such invalid term,
condition or provision will be severed from the remaining terms,
conditions and provisions, which will continue to be valid and
enforceable to the fullest extent permitted by law.
15.4. Integration. This Agreement (including the Attachments and Appendices and
any addenda hereto signed by both parties) contains the entire agreement
of the parties with respect to the subject matter of this Agreement and
supersedes all previous communications, representations, understandings
and agreements, either oral or written, between the parties with respect
to said subject matter, except as provided in Section 1.3 with respect to
the definition of "Confidential Information."
15.5. Superseding Terms. No terms, provisions or conditions of any purchase
order, acknowledgment or other business form that Customer or CrossWorlds
may use in connection with the acquisition or licensing of the Software
will have any effect on the rights, duties or obligations of the parties
under, or otherwise modify, this Agreement, regardless of any failure of
CrossWorlds or Customer to object to such terms, provisions or
conditions, unless otherwise agreed in writing by the parties.
15.6. Amendment. This Agreement may not be amended, except by a writing signed
by authorized representatives of both parties.
15.7. Export. Customer may not export or re-export the Software without the
prior written consent of CrossWorlds and without the appropriate United
States and foreign government licenses. Customer shall comply fully with
all then current applicable laws, rules and regulations relating to the
export of technical data, including, but not limited to any regulations
of the United States Office of Export Administration and other applicable
governmental agencies
15.8. Publicity. Customer acknowledges that CrossWorlds may desire to use its
name in press releases, product brochures and financial reports
indicating that Customer is a customer of CrossWorlds, and Customer
agrees that CrossWorlds may use its name in such a manner; provided,
however, that Customer may, where commercially reasonable, in its sole
and absolute discretion, restrict such use in whole or in part.
15.9. Counterparts. This Agreement may be executed in counterparts, each of
which so executed will be deemed to be an original and such counterparts
together will constitute one and the same agreement.
15.10. Governing Law. The rights and obligations of the parties under this
Agreement shall not be governed by the 1980 U.N. Convention on Contracts
for the International Sale of Goods; rather, this Agreement shall be
governed by and construed in accordance with the laws of the State of
Michigan, without reference to its conflict of laws principles.
15.11. Arbitration. Any controversy or claim arising out of this Agreement shall
be settled by arbitration in Detroit, Michigan, in accordance with the
Commercial Arbitration Rules of the American Arbitration Association, and
judgment upon the award rendered by the arbitrators may be entered in any
court having jurisdiction thereof. Arbitration shall be conducted by a
panel of three (3) members, CrossWorlds and Customer each selecting one
member and the third member, who shall be chairman, selected by agreement
between the other two members. The chairman shall be an attorney-at-law,
and the other members shall have a background or training in computer
law, computer science, or marketing of computer products. Notwithstanding
the foregoing, neither party shall be precluded from seeking equitable
relief, and may invoke the jurisdiction of any competent court, to remedy
or prevent violation of any provision relating to payment, refund,
Confidential Information or the intellectual property of CrossWorlds or
its suppliers.
IN WITNESS WHEREOF, duly authorized representatives of the parties
have executed this Agreement.
CrossWorlds Software, Inc. Customer
/s/ Mark R. Kent /s/ James E. Hackett
------------------------------- ---------------------------
Authorized Signature Authorized Signature
Mark R. Kent James E. Hackett
------------------------------- ---------------------------
Name Name
12/10/99 12/21/99
------------------------------- ---------------------------
Date Date
Page 6
ATTACHMENT B
to
CROSSWORLDS SOFTWARE AND SUPPORT LICENSE AGREEMENT
SUPPORT RESPONSE SCHEDULE
CrossWorlds Customer Support will make commercially reasonable efforts to
respond to error reports according to the following schedule:
- -------------------------------------------------------------------------------
Customer-Assigned Error Response Time Patch/Update
Classification
- -------------------------------------------------------------------------------
Urgent: System down or 1 business hour Continuous effort until
data corruption patch is delivered
- -------------------------------------------------------------------------------
High Impact: Major 4 business hours Continuous effort until
function is disabled patch is delivered.
Prioritized after urgent.
- -------------------------------------------------------------------------------
Medium Impact: 8 business hours Monthly
Non-essential function is
disabled
- -------------------------------------------------------------------------------
Low Impact: All other 7 business days On a selected basis
problem reports
- -------------------------------------------------------------------------------
The Customer must supply a reproducible problem for schedule to apply.
Non-reproducible errors will be addressed by reasonable efforts, but shall not
be bound by the above schedule.
Page 7
THIRD PARTY TECHNOLOGY APPENDIX
to
CROSSWORLDS SOFTWARE AND SUPPORT LICENSE AGREEMENT
The following terms and conditions of this Third Party Technology Appendix
("Appendix") shall be included in the Agreement:
Visigenics
1) For all Visigenics products embedded within the Software, Customer will not
decompile, disassemble or otherwise reverse engineer the Visigenic product.
2) Customer may use the licensed Visigenic software on a designated
server/processor for each license the Customer acquires. The total number of
server/processors may not exceed the number of licenses acquired.
3) The Visigenic product is not designed or licensed for use in hazardous
environments requiring fail-safe controls, including without limitation
operation of nuclear facilities, aircraft navigation or communication systems,
air traffic control, and life support or weapons systems. Visigenic specifically
disclaims any express or implied warranty of fitness for such purposes.
TSI
1) For all TSI products embedded within the Software, Customer may not (a)
reverse-compile, disassemble or translate the TSI products; or (b) disclose or
use the TSI products outside the scope of the embedded license.
WebLogic Software
For all WebLogic Software bundled with the CrossWorlds Products, Customer may
not decompile, decipher, disassemble, reverse engineer or otherwise decrypt the
WebLogic Software.
IBM MQ Series
For the IBM Products bundled with the CrossWorlds Products described in the
Agreement: (a) the IBM Products cannot be further copied or transferred except
as noted herein; and (b) the Customer may not reverse assembly, reverse compile,
or otherwise translate any of the IBM Products; and (c) the IBM Product is
copyrighted and licensed (not sold) and title to the IBM Products is not
transferred; and (d) the owner of the IBM Products "DISCLAIMS ALL WARRANTIES
WITH RESPECT TO THE USE OF THE IBM PRODUCT(S) INCLUDING (WITHOUT LIMITATION) ANY
WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE"; AND (e) the
owner of the IBM Products liability is limited to the amount paid by the
Customer for the IBM Products.
Licenses for Third-Party Technology
The Software may require third-party technology ("Third-Party Technology") which
may be licensed through CrossWorlds (the "Runtime License") or directly as a
full license from a third-party licensor approved by CrossWorlds ("Full
License") and such licenses shall be specified in Attachment A. Such Full
License shall be restricted to such extent required to implement those
restrictions imposed on Customer directly by such third-party licensor. The
Agreement shall be suspended automatically if, for any reason: (a) Customer
fails to obtain or maintain a Runtime License or Full License; or (b) Customer's
Runtime License or Full License expires or terminates prior to the termination
of the Agreement. Such suspension shall remain in effect until (a) and/or (b) in
the previous sentence has/have been rectified and written notice to that effect
given by Customer to CrossWorlds. CROSSWORLDS MAKES NO REPRESENTATIONS OR
WARRANTIES AS TO THE THIRD-PARTY TECHNOLOGY OR ITS OPERATION. Third Party
Technology licensed through CrossWorlds is subject to all the terms and
conditions of the Agreement that apply to the Software except where specifically
indicated otherwise. In the event of any conflict between this Third Party
Technology Appendix and the Agreement, this Third Party Technology Appendix
shall govern.
CrossWorlds Software, Inc. Customer
/s/ Mark R. Kent /s/ James E. Hackett
- --------------------------------- ---------------------------------
Authorized Signature Authorized Signature
Mark R. Kent James E. Hackett
- --------------------------------- ---------------------------------
Name Name
12/01/99 12/21/99
- --------------------------------- ---------------------------------
Date Date
Page 8
CROSSWORLDS SOFTWARE AND SUPPORT LICENSE AGREEMENT
ATTACHMENT A
Environment: HP
Type/Model No.:
Operating System - NT or UNIX: NT
Software Version: 2.0.1
Third Party Consultant:
Site(s): The Initial Sites within the Enterprise (as defined below) are the
following: Chassis, Saginaw, Interior, Delphi E, Aftermarket Group,
Delco, Packard, and Thermal.
Customer shall provide thirty (30) days written notice to CrossWorlds before
adding any additional implementations and the Site locations for such
implementations.
All references in the Agreement to the term "Site" shall incorporate the
following definition of "Enterprise" for the purposes of this Attachment A.
"Enterprise" is hereby defined as Customer (including all current divisions and
future successors of those divisions) and all Affiliates for which
implementation of the Software has commenced and the Software has been installed
during the three (3) year period following the Effective Date of this Agreement
(the "Initial Period"). The licensing rights granted under this Agreement are
perpetual, fully paid-up and royalty free (and as such, shall not terminate at
the end of the Initial Period) to all entities comprising the Enterprise so long
as Customer has fully paid the License Fee set forth on this Attachment A (the
"Enterprise License", which includes the right to make a reasonable number of
copies for such implementations of the Software subject to the terms and
conditions of this Agreement). Customer divisions and any affiliates for which
implementation has not commenced or the Software has not been installed during
the Initial Period shall not be included within the scope of the Enterprise
License, and if Customer requests that a license to the Software be granted to
any such entities, the parties shall negotiate the terms of such license in good
faith and expeditiously. Customer shall notify CrossWorlds in writing within
thirty days (30) upon any change to the total number of copies of the Server
Software (as defined below) that are in use by Customer, and Customer shall have
thirty (30) days after receipt of written notice from CrossWorlds to cure its
failure to so timely notify. Sixty (60) days prior to the end of the Initial
Period, the parties shall negotiate in good faith any new terms to or renewal of
the Agreement.
Net License Fees: [*] (the "License Fee")
Maintenance Fees first year: [*]; second year: [*]; third year:
[*].
Customer shall pay fees due hereunder in accordance with its Multilateral
Netting System ("MNS-2"), which provides on average that payment shall be on the
second day of the second month following the shipment of product or receipt of
services.
1. Software licensed to Customer pursuant to the above-referenced Agreement
consists of the following Software which is to be installed on the
Environment at the specified Site(s).
Software Description Total Servers at all Sites
Server Software:
CrossWorlds Interchange Server [*]
(Each Server includes a maximum of one
production and two non-production Servers)
Total Quantities at all Sites
Connectors:
SAP [*]
ODBC Connector [*]
JText [*]
Oracle Database Connector [*]
Collaborations:
Customer Manager [*]
Contact Manager [*]
BOM Manager [*]
Item Manager [*]
Installed Product [*]
Service Contracts [*]
Inventory Level [*]
Inventory Adjustments (Goods Receipt) [*]
Department Manager [*]
Employee Manager [*]
Invoice Generation [*]
Purchase Order Processing [*]
Sales Order Status [*]
Vendor Manager [*]
Price List Manager [*]
AR Invoice [*]
Customer Credit Status [*]
GL Movement [*]
* Certain confidential information on this page has been omitted and filed
separately with the Securities and Exchange Commission.
Software Description Number of Development Users
Tools:
CrossWorlds Designer [*]
Third Party Technology:
Third Party Licenses provided by CrossWorlds/1/:
[X] Visigenics Visibroker
[X] IBM MQ Series
[_] IBM MQ Series Integrator
[X] WebLogic JDBC Driver
[_] Mercator ERP Event Server (combines former Execution Engine and ODBC
Connectivity)
[_] Mercator ERP Integration Station (formerly Authoring System)
Third Party Licenses provided by Vendor if applicable/2/:
Oracle Database
Oracle Programmer 2000
Oracle SQL *Plus
2. Maintenance Services shall begin upon the Effective Date of the Agreement.
3. Within thirty (30) days after the Effective Date of the Agreement CrossWorlds
("CW") will demonstrate the utility of its software by completing two initial
interfaces.
______INITIALS
These interfaces are:
1. API (Annual Physical Inventory) Interface
Step 1: CW will use its SAP Connector to retrieve data from a
Delphi-provided custom SAP IDOC into a CW Business Object. CW will
transform the data values in this business object according to
Delphi-provided transformation rules. During this transformation CW
will perform any necessary code conversions by accessing tables in
the CW CrossReference database (code conversion values to be provided
by Delphi). After transformation, CW will send the converted business
object to the CW Jtext Connector. CW will configure the Jtext
connector's Dynamic Formatter to convert the business object into an
ASCII Flat file which meets Delphi-provided file-format
specifications. The resulting flat file will be delivered to a
specified subdirectory on any Delphi-designated MS Windows file
system (appropriate network access and security clearance to be
provided by Delphi).
__________INITIALS
Step 2: The CW Jtext connector will be configured to poll for the presence
of a 'response' file in a designated subdirectory. When an
appropriately named file (containing Annual Physical Inventory count
information) is detected, the Jtext connector will build a CW
Business Object Incorporating the data from the flat file. CW will
transform the data values in this business object according to
Delphi-provided transformation rules. During this transformation
CrossWorlds will perform any necessary code conversions by assessing
code conversion tables in the CW CrossReference database (code
conversion values to be provided by Delphi). After transformation, CW
will send the converted business object to the CW SAP Connector. CW
will configure the SAP Connector to deliver the values in the
business object to a Delphi-developed custom SAP IDOC. The result
will be the update of inventory count values in the Delphi SAP
system.
__________INITIALS
2. Lockbox Interface
The CW Jtext connector will be configured to poll for the presence of a
Cash Receipts flat file in a designated subdirectory. When an appropriately
named file (containing A/R Cash Receipts data) is detected, the Jtext connector
will build a CW Business Object Incorporating the data from the flat file. CW
will transform the data values in this business object according to
Delphi-provided transformation rules. During this transformation CrossWorlds
will perform any necessary code conversions by accessing code conversion tables
in the CW CrossReference database (code conversion values to be provided by
Delphi). After transformation, CW will send the converted business object to the
CW SAP Connector. CW will configure the SAP Connector to deliver the values in
the business object to a standard SAP IDOC. The result will be the posting of
Cash Receipts Information in the Delphi SAP system.
__________INITIALS
[*]
- ---------------------------------
/1/ See Third Party Technology Appendix
PR\301822\1
* Certain confidential information on this page has been omitted and filed
separately with the Securities and Exchange Commission.
[*]
4. [*], CW will immediately begin development of the TMS BOM interface. This
interface will involve moving complex manufacturing Bill of Material Information
from Delphi's SAP system to General Motors' Tax Management System.
__________INITIALS
The functional requirements for this interface include:
. Assessment whether the currently provided Delphi-developed custom SAP
function modules populate the custom SAP IDOC efficiently.
. Determination as to whether the assessment warrants either (a) modifications
to the relevant SAP ABAP code or (b) a complete rewrite of this code. If
warranted, CW resources will provide these modifications of rewrites as
required
. Creation of a custom CW collaboration and required custom business objects
. Creation of custom CW maps which will spawn two destination business objects
(each holding all required source information, but configured differently)
1. BusObj1 will be designed as appropriate to meet the file format
specifications required by the EDS Gateway. (EDS Gateway to perform
required Packing and EBCDC conversion)
2. BusObj2 will be designed as appropriate to meet the file format
specifications of the General Motors' Tax Management System
. Delivery of both business objects to instances of the CW Jtext connector
which will build the appropriate flat files
. If necessary (for creation of the flat file capable of being imported
directly by the GM Tax Management System) CW will provide Packing and EBCDC
conversion capabilities through a custom Dynamic Formatter used by the CW
Jtext connector.
__________INITIALS
IN WITNESS WHEREOF, duly authorized representatives of the parties have
executed this Attachment A to the CrossWorlds Software and Support License
Agreement.
CrossWorlds Software, Inc. Customer
/s/ Mark R. Kent /s/ James E. Hackett
- -------------------------- -------------------------
Authorized Signature Authorized Signature
Mark R. Kent James E. Hackett
- -------------------------- -------------------------
Name Name
12/10/99 12/21/99
- -------------------------- -------------------------
Date Date
PR\301822\1
* Certain confidential information on this page has been omitted and filed
separately with the Securities and Exchange Commission.