HomeMy WebLinkAbout1999-021 Software Agrmt - EdenTHIS AGREEMENT, made and entered into by conformity of the Licensed Program to the
and between Eden Systems, Incorporated Licensed Documentation, or a procedure or routine
(hereinafter "Licensor"), a corporation duly that, when observed in the regular operation of the
authorized and existing under the State of Licensed Program, eliminates the practical
Washington and having its principal offices at adverse effect on Licensee of such non-
5015 Tieton Ddve; Suite A; Yakima, Washington conformity.
98908, and the City of Ashland, (hereinafter ~.6 "Maintenance Modifications." Modifications
"Licensee"), a govemment organization having its or revisions to the Licensed Program or Licensed
principal offices at 20 East Main, Ashland, Oregon Documentation that correct Errors.
97520.
~.7 "Specifications." The functional
Licensor desires to grant to Licensee, and performance parameters of the Licensed Program
Licensee desires to acquire from Licensor a non- effective on the date of this Agreement, as set
exclusive dght and license to use certain computer forth in Licensed Documentation.
software as hereinafter defined. Both parties ~.8 "Proprietary Information." Unpublished
agree they are able to comply with and will satisfy "know-how" and ~trade secrets" which shall
the terms and conditions as set forth in this include, without limitation, computer programs,
Agreement. Both parties, intending to be legally program designs, algorithms, subroutines, system
bound, agree to the following: specifications, test data, charts, graphs, operation
sheets, and all other technical information, owned
~ by Licensor or under its control, relating to the
development and production or use of the
SECTION I - DEFINITIONS Licensed Program and the design, configuration,
programming, and protocol of the Licensed
The definition of terms set forth in this section Program.
shall apply when such terms are used in this
Agreement, its exhibits, and any amendments: 1.9 "Normal Working Hours." The hours
between 8AM and 5PM PST (Pacific Standard
~.~ "Licensed Program." The computer Time), on the days Monday through Fdday,
program designated by Licensor as InForum excluding regularly scheduled holidays of
GotdTM, InForumTM, or Command SeriesTM Licensor.
including object code, source code, as well as
~.~0 "Releases." New versions of the Licensed
related procedural code, and documentation of Program, as specified by Licensor, which new
any type which describes it. versions may be prompted by Error Corrections
1.2 "Licensed Documentation." The system and/or Enhancements.
user manuals, and other documentation made
available by Licensor, for the Licensed Program. t, "Support Agreement Term." A fiscal year,
commencing on July 1 and ending on June 30,
1.3 "Enhancements." Changes or additions, during which support and services are provided
other than Maintenance Modifications, to the subject to the terms and conditions set forth in
Licensed Program or Licensed Documentation that Section 9, Software Support.
add significant new functions or substantially
improved performance thereto by changes in ~.,~'~
system design or coding.
1.4 "Error." Problem caused by incorrect SECTION 2 - GRANT OF LICENSE
operation of the computer code of the Licensed 2.~ Scope of License. Subject to compliance by
Program or an incorrect statement or diagram in Licensee with the terms hereof, Licensor hereby
Licensed Documentation that produces incorrect grants to Licensee, in perpetuity unless terminated
results or causes incorrect actions to occur, as provided herein, a personal, non-exclusive,
1.5 "Error Correction." Either a software nontransferable license (without the right of
modification or addition that, when made or added sublicense), to:
to the Licensed Program, establishes material
\~MICKEY~DATA~LICENSESL4.shland.doc Page I 03/11/99
a, Install, use, and execute the
Licensed Program on computers owned
or leased and used by Licensee at its
facilities, for use on a single host system
for up to the number of concurrent users
specified in this Agreement in Exhibit A 1,
for the sole and express purpose of
supporting the internal business activities
of Licensee; and
b, Use the Licensed Documentation
only in conjunction with installation and
use of the Licensed Program,
2,2 Delivery of Materials. Licensor shall deliver
one copy of the Licensed Program and Licensed
Documentation to Licensee within a reasonable
time following final execution of this Agreement
2,3 Necessity for Third-party Software.
Licensee acknowledges that in order to be
executed, the Licensed Program requires certain
third-party software not provided by Licensor,
including, but not limited to, Operating Systems,
C-Compilers, ODBC Drivers and TCP/IP, The
acquisition of necessary licenses and support for
this software shall be the sole responsibility of
Licensee. Licensee acknowledges that Licensor
software support does not cover third party
software unless otherwise specified.
2.4 Assignment of Rights in Licensee
Maintenance Modifications and
Enhancements. All right, title, and interest in all
Maintenance Modifications and Enhancements
developed by Licensee during the term of this
Agreement remains with Licensor. Licensee
agrees that such Maintenance Modifications and
Enhancements shall be used by Licensee, and will
not be distributed or otherwise made available to
any third party other than Licensor.
2,5 Availability of Licensor Enhancements.
Licensor agrees to offer to Licensee a license to
Enhancements that Licensor develops and offers
generally to licensees of the Licensed Program
according to the terms under Section 9,1 ,b,
2,6 Licensee Notification and Delivery of
Materials. Licensee shall notify and deliver to
Licensor one copy of any Maintenance
Modifications and Enhancements developed by
Licensee within a reasonable period after
development.
SECTION 3 - TITLE TO MATERIALS
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3,1 Title to Licensed Program and Licensed
Documentation. All right, title, and interest in and
to the Licensed Program and Licensed
Documentation, including the media on which the
same are furnished to Licensee, are and shall
remain with Licensor. Licensee acknowledges that
no such rights, title, or interest in or to the
Licensed Program and the Licensed
Documentation is granted under this Agreement,
and no such assertion shall be made by Licensee,
Licensee is granted only a limited right of use of
the Licensed Program and Licensed
Documentation as set forth herein, which right of
use is not coupled with an interest and is
revocable in accordance with the terms of this
Agreement
3,2 Title to Enhancements and Maintenance
Modifications; Restrictions on Use, Disclosure,
Access, And Distribution. All right, title, and
interest in and to any Enhancements and
Maintenance Modifications developed by either
Licensor or by Licensee shall be and remain with
the Licensor. Licensee shall treat all such
Enhancements and Maintenance Modifications in
accordance with the restrictions and limitations set
forth herein respecting Licensed Programs and
Licensed Documentation,
.~!,..;:.:=-
SECTION 4 - FEES AND PAYMENTS
4,1 License Fee. In consideration of the licenses
granted hereunder, Licensee shall pay Licensor a
one-time license fee as well as other associated
costs as further defined in Exhibit A, attached
hereto,
4,2 Software Support. Software Support is
subject to the terms and conditions of Section 9,
Software Support, and may be offered, at the
Licensor's sole option, on a year by year basis.
Software Support shall be offered to Licensee on
Licensed Program delivered as part of this
agreement for no less than five (5) consecutive
Support Agreement Terms, beginning July 1,
1999,
4.3 Per Diem. Estimated travel and out of pocket
expenses in Exhibit A include a per diem charge of
thirty-five (35) dollars, to cover charges for meals
associated with the delivery of the Licensed
Program.
4.4 Other Costs. Other costs, including but not
limited to air/train/taxi fare, parking, lodging,
freight costs, reproduction charges, and other
incidental expenses incurred by Licensor on
03/1 1/99
account of this Agreement, shall be billed to the
Licensee.
4.5 Administrative Fee. Licensor shall have the
right to charge Licensee a 5% administrative fee
for all Per Diem and Other Costs which are over
30 days past due,
4.6 Payment. Payment for all fixed fees and
charges shall be in accordance with the payment
schedule set forth in Exhibit B - Billing/Payment
Schedule, Payment for all estimated fees and
charges shall be in accordance with the terms and
conditions set forth in Exhibits D - Services and E
- Committed Modifications.
4.7 Taxes. The fees and charges specified in this
section are exclusive of any federal, state, or local
excise, sales, use, and similar taxes assessed or
imposed with respect to the service and support
provided hereunder. Licensee shall pay any such
amounts upon request of Licensor accompanied
by evidence of imposition of such taxes,
~..'''"'';.
SECTION 5 - PROPRIETARY PROTECTION OF
MATERIALS
5,1 Acknowledgment of Proprietary Materials;
Limitations on Use. Licensee acknowledges that
the Licensed Program and Licensed
Documentation are unpublished works for
purposes of federal copyright law and embody
valuable confidential and secret information of
Licensor, the development of which required the
expenditure of considerable time and money by
Licensor. Licensee shall treat the Licensed
Programs and Licensed Documentation in
confidence and shall not use, copy, or disclose,
nor permit any of its personnel to use, copy, or
disclose the same for any purpose that is not
specifically authorized under this Agreement In
the event of a public records request for the
Licensed Program and Licensed Documentation,
Licensee shall promptly provide a copy of such
request to Licensor so that it has at least seven
business days from Licensor's receipt of such copy
in which to seek an order restraining the Licensee
from disclosing the Licensed Program and
Documentation pursuant to such public records
request If Licensor does not obtain a restraining
order within such period of time, Licensee may
disclose the Licensed Program and Licensed
Documentation pursuant to such public request as
Licensee deems appropriate.
5,2 Secure Handling. Except for copies of the
Licensed Program installed and operated upon its
computers as permitted hereunder, Licensee shall
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require that the Licensed Program and Licensed
Documentation be kept on Licensee's premises
which shall be maintained in a manner so as to
reasonably preclude unauthorized persons from
gaining access thereto, and Licensee shall permit
access only as necessary for either party's use
thereof in accordance with the terms of this
Agreement
5,3 Proprietary Legends. Licensee shall not
permit anyone other than Licensor to remove any
proprietary or other legend or restrictive notice
contained or included in any material provided by
Licensor.
5,4 Reproduction of Licensed Documentation.
Licensee may reproduce the Licensed
Documentation provided by Licensor, provided
that such reproductions are for the private internal
use of Licensee, and all such reproductions bear
Licensor's copyright notices and other proprietary
legends,
5,5 Injunctive Relief. Licensee recognizes and
acknowledges that any use or disclosure of the
Licensed Program or Licensed Documentation by
Licensee in a manner inconsistent with the
provision of this Agreement may cause Licensor
irreparable damage for which remedies other than
injunctive relief may be inadequate, and Licensee
agrees that in any request to a court of competent
jurisdiction by Licensor for injunctive or other
equitable relief seeking to restrain such use or
disclosure, Licensee will not urge that such
remedy is not appropriate under the
circumstances.
5.6 Technical Protections. Licensor may from
time to time prescribe password protection as an
additional security measure for the Licensed
Program, and Licensee shall cooperate with
Licensor in connection therewith,
5,7 Survival of Terms. The provisions of
Sections 5.1 through 5.6 shall survive termination
of this Agreement for any reason.
-=-:=,~':>=7:!1t
SECTION 6 " LIMITED WARRANTY,
LIMITATION OF LIABILITY, AND INDEMNITY
6,1 Limited Warranty Against Infringement.
Licensor warrants that the Licensed Program and
Licensed Documentation as delivered to Licensee
do not infringe any third-party rights in patent,
copyright, or trade secret in the United States.
6,2 Limited Warranty of Conformity. Licensor
warrants, for the benefit only of Licensee, that for
the life of the Agreement, the Licensed Program
03/11/99
(except for modifications made by Licensee or by
Licensor at the request of Licensee) will be free of
Errors, and will conform in all material respects to
the Licensed Documentation, and those responses
made by Licensor in Licensee's Request for
Proposal, dated December 22, 1998, answered
exclusively with the response of 'A,' and including
only those responses within Section 4- Functional
Requirements of the Response for Proposal, but
only if Licensee maintains uninterrupted Software
Support as described in Section 9, Licensor
assumes no responsibility for obsolescence of the
Licensed Program nor for lack of conformity
occurring from Licensee's failure to update the
Licensed Program with distributed Enhancements,
Maintenance Modifications, or Error Corrections,
6,3 Exclusive Remedy. As the exclusive remedy
of Licensee for any nonconformity or defect
constituting an Error in the Licensed Program for
which Licensor is responsible, Licensor shall use
commercially reasonable efforts to provide
Maintenance Modifications with respect to such
Error. However, Licensor shall not be obligated to
correct, cure, or otherwise remedy any Error in the
Licensed Program resulting from any (1)
modification of the Licensed Program by Licensee,
or (2) failure of Licensee to notify Licensor of the
existence and nature of such nonconformity or
defect promptly upon its discovery,
6,4 Disclaimer. EXCEPT AS SPECIFICALLY
SET FORTH HEREIN, LICENSOR MAKES NO
WARRANTIES, WHETHER EXPRESS OR
IMPLIED, REGARDING OR RELATING TO THE
LICENSED PROGRAM OR LICENSED
DOCUMENTATION OR TO ANY OTHER
MATERIALS FURNISHED OR PROVIDED TO
LICENSEE HEREUNDER. LICENSOR
SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE WITH
RESPECT TO SAID MATERIALS OR THE USE
THEREOF.
6,5 Limitation of Liability. EXCEPT WITH
RESPECT TO LIABILITY ARISING FROM
CLAIMS OF INFRINGEMENT OF THIRD-PARTY
RIGHTS IN THE UNITED STATES IN
COPYRIGHT, TRADE SECRET, OR PATENT, IN
NO EVENT SHALL LICENSOR BE LIABLE
UNDER ANY CLAIM, DEMAND, OR ACTION
ARISING OUT OF OR RELATING TO ITS
PERFORMANCE OR LACK THEREOF UNDER
THIS AGREEMENT FOR ANY SPECIAL,
INDIRECT, EXEMPLARY, OR CONSEQUENTIAL
DAMAGES, WHETHER OR NOT LICENSOR
HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH CLAIM, DEMAND, OR ACTION.
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6,6 Licensee Indemnification. Licensee shall
and does hereby agree to indemnify, hold
harmless, and save Licensor from liability against
any claim, demand, loss or action (1) resulting
from Licensee's use or modification of the
Licensed Program and Licensed Documentation
and (2) alleging that any Maintenance
Modifications made by Licensee infringe any third-
party rights in the United States respecting
copyright, trade secret, or patent
6.7 Licensor Indemnification. Licensor shall
and does hereby agree to indemnify, hold
harmless, and save Licensee from liability against
any claim, demand, loss, or action alleging that the
Licensed Program and Licensed Documentation or
any Maintenance Modifications or Enhancements
made by Licensor infringe any third-party rights in
the United States respecting copyright, trade
secret, or patent
6,8 Survival of Terms. The provisions of
Sections 6,1 through 6,7 shall survive termination
of this Agreement
.i:~":::::=-;.
SECTION 7 - TERM AND TERMINATION
7,1 Term. This Agreement shall commence on
the date and year contained herein and shall
continue until terminated in accordance with the
terms thereof.
7.2 Termination by Either Party. Either party
may terminate this Agreement upon 60 days
written notice to the other party if the other party
commits a breach of any term hereof and fails to
cure said breach within that 60-day period, unless
the party in breach has made reasonable progress
toward curing said breach. Such notice shall set
forth the basis of the termination. Licensee may
terminate this Agreement for any other reason with
six (6) months prior written notice, Upon
termination of this Agreement for any reason, the
terms of Section 7,3 will apply. Termination does
not give Licensee right to receive any refund,
except as noted, Upon termination, any SupportmAgreement shall end without refund,
73 Actions Upon Termination. Upon
termination of this Agreement for any reason,
Licensee shall immediately cease use of, and
return forthwith to Licensor, the Licensed Program
and Licensed Documentation, and any copies or
portions thereof, including Maintenance
Modifications or Enhancements,
liiL=:~::~::~=].
03/11/99
SECTION 8 - MISCELLANEOUS
8,1 Entire Agreement. This Agreement
constitutes the entire Agreement between the
parties and supersedes all Proposals,
presentations, representations, and
communications, whether oral or in writing,
between the parties on this subject. Neither party
shall be bound by any warranty, statement, or
representation not contained herein. In the event
of any conflict in the terms and conditions of this
Agreement, the documents shall control in the
following order:
., This Software License and Use
Agreement;
b. Licensor's Response to Licensee's
Request for Proposal, as referenced in
Section 6,2 of this Agreement;
c, Licensee's Request for Proposal.
The above referenced documents have been
included by reference in this Agreement
8,2 No Assignment. Licensee shall not sell,
transfer, assign, or subcontract any right or
obligation hereunder without the prior written
consent of Licensor. Any act in derogation of the
foregoing shall be null and void; provided,
however, that any such assignment shall not
relieve Licensee of its obligations under this
Agreement
8,3 Force Majeure. Excepting provisions of this
Agreement relating to payment of license fees,
and protection of Licensor's Proprietary
Information, neither party shall be in default of the
terms hereof if such action is due to a natural
calamity, or similar causes beyond the control of
such party.
8.4 Governing Law. This Agreement shall be
governed by and construed in accordance with the
laws of the state of Oregon, Venue will be
deemed appropriate in the county of Jackson,
Oregon,
8,5 Severability. If any provision of this
Agreement is held by a court of competent
jurisdiction to be contrary to law, the remaining
provisions of this Agreement will remain in full
force and effect,
86 Notice. Any notice required or permitted to be
made or given by either party under this
Agreement shall be made in writing and delivered
by hand or by certified mail, postage prepaid,
addressed as first set forth above or to such other
address as a party shall designate by written
notice given to other party,
IIMICKEY\DA TAIl JCENSESlAshland,doc
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8,7 Acceptance Testing. Within twenty (20)
business days of Licensor's notification to
Licensee that the Licensed Program or portion
thereof is installed and the applicable training
administered, Licensee shall begin performance of
Acceptance Testing, for the sole and express
purpose of determining whether the Licensed
Program operates as warranted herein,
8,8 Failure of Acceptance Testing, Retesting.
If the parties agree that the Licensed Program
does not successfully pass Acceptance Testing,
the Licensee shall notify Licensor in writing ("first
notice of failure") and shall specify with as much
detail as possible in which respects the Licensed
Program failed to pass the Acceptance Testing.
Licensor shall make such necessary corrections
and modifications in the Licensed Program to
establish a reasonable basis for additional
Acceptance Testing within a period of thirty (30)
days from the first notice of failure. Licensor shall
notify Licensee when such retesting can begin and
the Licensee shall complete Acceptance Testing
within a period of ten (10) business days from the
date of notification. If the parties agree that the
Licensed Program continues to fail Acceptance
Testing, the Licensee shall notify Licensor in
writing of the Licensee's intention to terminate and
if the Licensor fails to remedy the defect within
(60) days of receipt of said notification, the
Licensee has the right, at its option, to terminate
the Agreement by giving written notice of such
termination to the Licensor.
Upon the Licensee's termination of this Agreement
due to failure of the second Acceptance Test, the
Licensee shall promptly return the Licensed
Program and documentation and all related
materials to Licensor, and Licensor shall return all
License Fees paid for Licensed Program.
8,9 Acts of Insolvency. The Licensee may
terminate this Agreement by written notice to the
Licensor if the Licensor becomes insolvent, makes
a general assignment for the benefit of creditors,
suffers or permits the appointment of a receiver
for its business or assets, becomes subject to any
proceeding under any domestic bankruptcy or
insolvency law or publicly announces liquidation
proceedings,
8,10 Insurance. During the term of this
Agreement, Licensor shall maintain an appropriate
level of insurance against all personal and
property damage caused by Licensor's employees
while on Licensee's premises and shall exhibit
certificates of evidence of such insurance upon
request by Licensee, Licensor shall furnish
03/1//99
certificates of insurance to Licensee in a
reasonable time following execution of this
Agreement
a Proof of General Liability in the
amount of $1,000,000,00 with
certificate of insurance.
b, Proof of Automobile Insurance in the
amount of $1,000,000.00 with
certificate of insurance,
c, Proof of Worker's Compensation
Insurance (Statutory Limit) and
Employer's Liability in the amount of
$1,000,000,00,
8,11 Equal Opportunity Employer. Licensor
shall not discriminate in its recruiting, hiring,
promotion, demotion, or termination practices on
the basis of race, religious creed, color, national
origin, ancestry, sex, age, or physical handicap in
the performance of this Agreement
8,12 Optional Exhibits Section, The Optional
Exhibits Section (Exhibits H through K) may be
executed in its entirety, or individual modules and
associated products and services may be
executed, within twelve (12) months of execution
of this Agreement Licensee must provide written
confirmation of its desire to execute these exhibits
in whole or in part. Confirmation must be
authorized by authorized personnel of Licensee,
If, after twelve (12) months of execution of this
Agreement Licensee has not confirmed its desire
to execute the Optional Exhibits Section, these
exhibits (Exhibits H through K), their contents shall
no longer constitute an offer of sale by Licensor.
8,13 Licensor's Personnel. Licensee may request
different Licensor Personnel to perform Onsite
Services upon proof of cause, Licensor will
respect this request and provide for a change in
assignment in a reasonable time.
8,14 Upgrade to InForum Gold. For those
modules designated in Exhibit A 1 as InForum
Gold that are initially delivered in the InForum
Classic format, a License Fee free upgrade to
InForum Gold will be provided from Licensor to
Licensee when InForum Gold is generally
available, Furthermore, any additional training
necessary when upgrading those modules
designated as InForum Gold and delivered in
InForum Classic to InForum Gold(additional
training to be determined at this time by Licensor)
will be provided by Licensor to Licensee without
charge, Licensee shall reimburse Licensor for all
related travel and other expenses related to any
\\MICKEY\DA T A \UCENSES\Ashland,doc
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additional training according to the conditions of
this Agreement
8.15 Delivery. Licensor agrees to make available
all necessary services to allow Licensee the ability
to operate the General Ledger and Accounts
Payable functions of the Financials package of the
Licensed Program by July 1, 1999. Licensor
agrees to provide services in the same manner to
allow Licensee to operate Payroll by January 1,
2000. Licensee understands that in order to
achieve these dates, Licensee must make
available necessary resources, and any delays
due to Licensee's reluctance or inability to provide
adequate resources shall not be the responsibility
of Licensor. With the exception of the modules
mentioned within this section, the Licensed
Program shall be delivered according to a
schedule to be determined at a later date by
Licensee and Licensor. Licensor shall provide
notice to Licensee of any schedule changes or
delays,
8,16 Unused Data Conversion Hours. Upon
completion of the necessary data conversion
within the scope of this Agreement, if the total
hours Licensor applies to data conversion is less
than the estimate given within Exhibit A 1,
Licensee has the option to request additional
training for the remaining data conversion hours at
the rate quoted for data conversion within Exhibit
D of this Agreement
8,17 Arbitration. Any dispute or controversy arising
under this Agreement shall be settled by binding
arbitration, in the event that the Licensee and
Licensor are unable to resolve the dispute or
controversy in a reasonable time, Arbitration shall
be initiated by one Party's giving notice to the
other Party, specifying the matter to be arbitrated,
Arbitration shall be in conformity with and subject
to the applicable rules then in effect of the
American Arbitration Association, In the event
either party initiates arbitration, the parties agree
to participate in non-binding mediation as a part of
the arbitration proceeding and prior to setting the
date for the hearings in arbitration. The
arbitrator(s) shall have jurisdiction and authority to
grant any remedy, whether at law or in equity, to
effectuate the terms and conditions of this
Agreement, including but not limited to specific
performance, temporary restraining orders,
preliminary injunctions, and permanent injunctions.
Judgment upon the award or other relief issued by
the arbitrator(s) may be entered in and enforced
by any United States District Court or state court
having jurisdiction thereof. The fees and charges
of the American Arbitration Association shall be
shared equally by the parties, Each party shall be
03/1 1/99
responsible for its other fees and costs in
connection with the mediation and/or arbitration,
including its attorney's fees. If the American
Arbitration Association is not then in existence or
for any reason fails or refuses to act, the
arbitration shall be in conformity with and subject
to the arbitration provisions of the State of Oregon,
Venue will be deemed appropriate in the county of
Jackson, Oregon.
SECTION 9 - SOFTWARE SUPPORT
91 Scope of Service. Licensor shall render
support and services during Normal Working
Hours for the following:
a, Telephone Support - Calls for
assistance related to operation of the
Licensed Program, reporting of a
potential error condition or abnormal
termination of a program, or request
for minor assistance related to the
Licensed Program;
b, Support Enhancements - Selected
Enhancements, the nature and type of
which shall be determined solely by
the Licensor. Such provision shall not
preclude Licensor from providing other
Enhancements of the Licensed
Program for license fees, training
charges, and other related service
fees and charges.
c, VCS (Version Control System)
Maintenance - Library of Licensed
Program for Licensee complete with
modifications authorized by Licensee,
performed by Licensor, and delivered
to Licensee site for use,
d, Software Warranty - If Licensee
obtains Software Support from
Licensor, and such Software Support
is in effect without interruption from
inception of this Agreement, then
Licensor will warrant the Licensed
Program to be free of Errors for the
life of this Agreement
9,2 Fees and Charges. Licensee shall pay
Licensor annual support charges based on an
annual rate determined by Licensor at the
beginning of each Support Agreement Term,
Such annual rate shall be multiplied times the
amounts shown in Exhibit A under the column
headed "License Fee (Support Basis)" for each
covered product No increase in the support rate
shall be in excess of 5% of the support rate for the
\ \M ICKEY\DA T A \LICENSES\Ashland,doc
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prior year. All annual support charges are due and
payable on or before the 1st working day of each
Support Agreement Term. The Licensee shall
have thirty (30) days from the invoice date to pay
before support services shall no longer be offered.
Failure to make such payment shall constitute
cancellation and termination of support by
Licensee and no further service or support will be
provided by Licensor.
Licensee's first Support Agreement Term shall
begin July 1, 1999, Support on those modules
listed in Exhibit A as InForum Gold Financials,
InForum Gold Payroll, Benefits, Position Control,
InForum Gold Fixed Assets, InForum Gold Human
Resources, Cash Receipting Interface, Eden
Menus, and Eden Data Dictionaries shall be
activated beginning July 1, 1999, The support
invoice shall be calculated as follows: The support
basis total (found in Exhibit A 1 in the column 'Base
License Fee (Support Basis)' of applicable
modules (listed above) shall be multiplied by a
beginning support rate of 15% to arrive at the
amount due, The initial amount will be
$128,400,00 multiplied by 15%, or $19,260.00. At
the time InForum Gold Inventory or other modules
of Licensed Program not listed are installed and
accepted, support shall begin on those modules
and until the beginning of the next Support
Agreement Term, the Support charge shall be
prorated .
9,3 licensee Responsibilities. Licensee shall
be responsible for the procuring, installing, and
maintaining all computer equipment, telephone
lines, communications interfaces, and other
hardware necessary to operate the Licensed
Program and to obtain from Licensor the services
called for according to Licensor's then existing
policy,
9,4 Proprietary Rights. To the extent that
Licensor may provide Licensee with any Error
Corrections or Enhancements or any other
software, including any new software programs or
components, or any compilations or derivative
works of the Licensed Program prepared by
Licensor, Licensee may (1) install one copy of the
Licensed Program, in the most current form
provided by Licensor, in Licensee's own facility;
and (2) use such Licensed Program in a manner
consistent with the requirements of the
Agreement, for purposes of serving Licensee's
internal business needs, Licensee may not use,
copy, or modify the Licensed Program, or make
any copy, adaptation, transcription, or merged
portion thereof, except as expressly authorized by
Licensor. The Licensed Program is and shall
remain the sole property of Licensor, regardless of
03/11/99
whether Licensee, its employees, or contractors IN WITNESS WHEREOF, the parties have caused
may have contributed to the conception of such this Agreement to be executed as set forth below.
work, joined in the effort of its development, or
paid Licensor for the use of the work product. [Licensee] .
s a.. ,rom .,me .o ,,me ,a e an, .,:
action and execute and deliver any further
instrument, including documents of assignment or Signature: ~£¢-~:z:
acknowledgment, that Licensor may reasonably
request in order to establish and perfect its
_ ..__
exclusive ownership rights in such works. Title: ..~
Licensee shall not assert any dght, title, or interest
in such works, except for the non-exclusive dght of .',~,'~,t (-~....~'~--,.~
use granted to Licensee at the time of its delivery
or on-site development.
[Licensor] Eden System ,s, Inc. .
Liability. EXCEPT AS EXPRESSLY SET
DISCLAIMS ANY AND ALL WARRANTIES
CONCERNING THE SYSTEM OR THE
T~tle. Contl~'ct Administ ator
SERVICES TO BE RENDERED HEREUNDER, /
WI-IETHER EXPRESS OR IMPLIED, INCLUDING Date: ~ ( (
WITHOUT LIMITATION ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
9.8 Termination of Support. Support may be
terminated as follows:
· ~ Upon the termination of the License
Agreement; or
b. Upon notification by either party to the
other, at the beginning of any Support
Agreement Term;
¢. Upon 60 days' pdor written notice if
the other party has materially
breached the provisions of this
Agreement and has not cured such
breach within such notice peded.
\hMICKEY~DATA~LICENSESL&shland.doc Page 8 03/I 1/99
Eden Systems, Inc.
Software License and Use Agreement
Exhibits Section
Exhibit A 1 - Eden Systems Deliverables
Exhibit A2 - Third Party Deliverables
Exhibit B - Billing/Payment Schedule
Exhibit C - Third Party Products, Tools
Exhibit D - Services
Exhibit E - Committed Modifications
Exhibit F - Database Server
\\MICKEY\DA T A\LICENSES\Ashland.doc
Page 1
03/1 1/99
Exhibit A 1
Eden Systems Deliverables
22 Concurrent Users
The following items are products and services delivered and to Licensee from Licensor. Product support and maintenance is obtainable directly from
Licensor for those items totaled under the "License Fee (Support Basis) column only. All support and maintenance for other items priced under the
column "Misc. Services Third Party" must be obtained by Licensee directly from the original manufacturer or supplier.
Products, Services and Equipment
Base License
'"Fee " , ',:
(Support Basis)
~!~I~
: Days
Services
Cost
3 '. Party produ~
& Other",\f
Miscellaneous
Services
Total
Eden - Products:
InForum Gold Financials - Budgeting, GL, AP, AR, $ 49,950,00 $ - $ 49,950,00 7 20 $20,000,00 $ 69,950,01
Purchasing, Job Costing (6)
InForum Gold Payroll, Benefits, Position Control $ 39,950,00 $ - $ 39,950,00 4 12 $12,000,00 $ 51,950,01
4)
InForum Gold Fixed Assets (1) $ 12,500,00 $ - $ 12,500.00 1 2 $ 2,000,00 $ 14,500,01
InForum Gold Human Resources (1) $ 18,500,00 $ - $ 18,500,00 2 5 $ 5,000,00 $ 23,500,01
InForum Gold Inventory $14,500,00 $14,500,00 3 3 $3,000,00 $17,500,01
Cash Receipting Interface (0) $ 500,00 $ 500,00 $ 500,01
Eden - Other Services:
Consulting/Project Management - Estimate $ - 14 $14,000,00 $ 14,000,01
Data File Conversion Services-Estimate $ - 21.5 $21,250,00 $ 21,250,01
Additional Services Cost (Training/Setup) at 10 $ 5,000,00 $ 5,000,01
$62,5OIhour - If needed after $48,000.00
'0
3 Party - Equipment, Database, Tools.
Database Server - Estimate
Reflection 2 Emulation (50 Users)
Database, Tools (2)
Report Writer (1)
Eden Menus
Eden Data Dictionaries
Other:
Expenses (Products) - Estimate
Total
, ,
, ,
L ... "- _ _~ .~ ~... .............b..J
~ . ~ ,,_3
~~ ---, . ^ .~j
Ii,._.,. " , ,.
$ $ 35,204,00 $ 35,204,Qt
$9,300,00 $ 9,300,01
25% $ 11,100,00 $ 33,300,00 7 $ 7,000,00 $ 44,400,00 $ 40,300,01
$ 2 $ 2,000,00 $ 2,000,00 $ 4,000,01
$ $ 5,000,00 $ 5,000,01
$ 2,000.00 $ 2,000,01
$ $ 18,000,00 $ 18,000,01
$ 11,100.00 $176,200.00 $91,250.00 $ 108,904.00 $ 331,954,QI
$ 2,000,00
$142,900.00
\\MICKEY\DA T A\LICENSES\Ashland.doc
Page 2
03/1 1/99
Exhibit A2
Third Party Deliverables (Memo Only)
All following products are to be obtained by Licensee directly from the third party listed and any reference to any such third party in this Agreement
shall not constitute a commitment on the part of Licensor to indemnify or protect the Licensee in any way related to such third party product or
service. Licensee is responsible for all associated costs relating to these products. Prices are estimates only, and are subject to change by third-
party without notice.
$10,000.00
";';$10;000;00; "
$3,000.00
$3;000.00
$13,000,00
$13,000.00
\\MICKEY\DA T A\LICENSES\Ashland.doc
Page 3
03/11/99
Exhibit B
BILLlNGIPA YMENT SCHEDULE
. ,','...;:~ctlSfNvice ," On. Execution ,~,<.... ,J47>A~ii j'. ',"'IIf.'.~...... . 1".
'''ou<> '.
';~ :;::~, :~': ';'::i<;iN:i;:?;;;A~1?/<-::'~--' " '... Orderedl1nstalled' " "OCcurs .",i1.j}
InForum Gold Financials - GL 30%) $ 7,492,50 $ 7,492,50 $ 14,985,00
InForum Gold Financials - AP 30%) $ 7,492,50 $ 7,492,50 $ 14,985,00
InForum Gold Financials - Bud Qetino (15%) $ 3,746,25 $ 3,746,25 $ 7,492,50
InForum Gold Financials - Purchasing (15%) $ 3,746.25 $ 3,746.25 $ 7,492.50
InForum Gold Financials -AR (10%) $ 2,497.50 $ 2,497,50 $ 4,995,00
InForum Gold PayrolllBenefJts/Position Control $ 19,975,00 $ 19,975,00 $ 39,950.00
InForum Gold Fixed Assets $ 6,250,00 $ 6,250.00 $ 12,500,00
InForum Gold Human Resources $ 9250.00 $ 9,250,00 $ 18,500,00
InForum Gold lnventorv $14,500.00 $14,500,00
Cash Receipting Interface to OSI (See Third Party $ 250,00 $ 250.00 $ 500,00
Products - Exhibit A2)
Consulti - Estimate $ 14,000,00 $ 14,000.00
Data RIe Conversion SeMces - Estimate $ 21,250.00 $ 21,250,00
Additional Services Cost (Training/Setup) at $ 5,000,00 $ 5,000,00
$62,50Ihour - if needed after $48,000.00
Database Server - Estimate $ 35,204,00 $ 35,204,00
Reflection 2 Emulation (50 Users) $ 9,300.00 $ 9,300,00
Database, tools $ 33,300,00 $ 33,300.00
Reoort Writer $ 2,000,00 $ 2,000,00
Eden Menus $ 2,500,00 $ 2,500,00 $ 5,000,00
Data Dictionaries $ 1,000.00 $ 1,000,00 $ 2,000,00
Services $ 51,000.00 $ 51,000,00
Expenses - Estimate $ 18,000.00 $ 18,000.00
Totals " .'.. '., .' ... ...............,;' $99,404,00 $.f;j;Y,,44,600.00 0 li$ 78,700.00< ';;$.~f;\4'~;';\109;250:00 I..,'. $331954.00
\\MICKEY\DA T A\LICENSES\Ashland,doc
Page I
03/1 1/99
66/1 11m
l;)'aRd
:x>p'ptrnrQsv\S3SN3:J11\ V 1. VCI\A3)I:JIWI\
00 DOt 'H$
lUnroS!O
00 'OOC$ 00 'OOC$ t
00 DOL 'Z$ 00 .006$ C
OO'OOL 'Z$ 00'006$ C
OO'OOL'S$ oo'ooC$ 6t
OO'OOO'CC$ OO"oog't$ ZZ
s{;t\;,,,p:J.f,r4fJ~~; ''''a~@9I!.
0I-7f)p X!WJOju/
Juaw o/a/lB(] SOCl-7f)p X!WJOju/
Juaw o/a/laO :J-7f)p X!WJOju/
aWIJunCJ :J-7f)p X!WJOju/
JallJas o!weu 0 aU!luO X!WJOju/
~!i~1:~;'K;~; ;'~~~nR,91i:Jl~fjtlfif,!,;I!!j'4tft}.8':;';r;I/\'"
SJ9Sn ~uaun:Juo:) ZZ
S100.1 '3HtfMl.:JOS 3Stf8tf.1tfO
:) I/q/I/Jg
Exhibit D
SERVICES
Modifications. ConsultinQ/ManaQement. Travel. Expenses - The cost to provide modifications identified
in this Agreement, is an estimate only, and both parties acknowledge that Licensee will pay Licensor for
actual work performed to produce such modifications.
Any changes in the original definition of the defined deliverable identified herein will be incorporated through
the use of an Authorization For Professional Services (AFPS) issued at the sole option of Licensor to
Licensee, identifying such additional cost estimates to effect such change,
Consulting and management fees shown in this Agreement cover the cost of providing general setup and
application consulting, project management and coordination.
Travel and expenses shown in this Agreement are estimates only. Licensee will reimburse Licensor within 30
days for all such charges.
Onsite Services
TraininQ. Installation. and Setup - All training is to be administered in either a)'train the trainer' fashion; or
b)seminar or 'group' fashion; to maximize the usefulness of time and resources. The training costs herein
assume that training is to be provided on-site in the Licensee's offices and that the Licensee can provide
suitable training room facilities and make Licensee's personnel available on the dates and times agreed to by
the parties.
Charges relating to installation and setup are due and payable according to Exhibit B.
Written acknowledgment of acceptance by Licensee, or full payment by Licensee of the license fee for any
module listed in Exhibit A, shall constitute full satisfaction of the commitment for related services under this
Agreement
Additional training not covered in this Agreement shall be contracted through an Authorization For
Professional Services (AFPS) and shall require authorization from Licensee. Such AFPS shall denote the
number of service hours required and shall be provided at Licensor's then-going hourly rate for such services.
Licensee is responsible for all shipping and related costs incurred on its behalf under this Agreement,
including but not limited to all necessary operating software, equipment and related tools.
In order to provide onsite services of any kind, Licensor must schedule visits in advance. If the scheduled
visit is canceled by the Licensee for any reason without first having given Licensor a minimum of two weeks
advance notice of such cancellation, the Licensor may charge the Licensee for all costs related to that
scheduled visit and shall dissolve the commitment to perform the services scheduled for that visit.
Data File Conversion Services - Charges related to data file conversion found in this Agreement are
estimates only, Licensor will charge for any and all such activities relating to conversion efforts.
It is the responsibility of the Licensee to present all data in a standard magnetic form and format prescribed
by Licensor, which is to be compatible with Licensor's standard conversion programs and database setup.
Data conversion will consist of one or more passes of data in which the magnetic data presented by Licensee
is passed through the Licensor's conversion program and written out in the data formats acceptable to the
Licensed Program,
\\MICKEY\DA T A\LICENSES\Ashland.doc
Page 3
03/11/99
It is the Licensee's sole and complete responsibility to ensure that the data presented to the Licensor's
conversion program is complete and accurate, and any cost for services, third-party and other related costs
associated with data conversion shall be borne by the Licensee,
Should Licensee be unable, for any reason, to provide data in EDEN's prescribed formats, Licensee may
request assistance from EDEN in extracting legacy data and formatting it according to EDEN standards.
Such services will be billed to Licensee according to EDEN's then standard hourly rate.
If the Licensee can guarantee legal and technical access to properly documented information subject to data
conversion, the Licensor will manage and perform the entire data conversion function in exchange for
additional fees and charges. If such a "start-to-finishft approach is provided herein, Exhibit A will denote such
action as "Start-to-Finishft conversion, otherwise the above requirements are applicable.
The following table indicates the ESTIMATED number of hours and costs associated with each application
listed:
Financials
Pa roll, Benefits, Position Control
Fixed Assets
Human Resources
60
60
20
30
$7,500.00
$7,500.00
$2,500.00
$3,750.00
,~fi'.l(,,~.,.~'
t,~J1PIiI~;~
5Q:OOt
Service Rates
The following hourly rates apply to services included in this Agreement and are not to be interpreted as a
commitment to perform any future such services, not covered under this Agreement, for said rates.
,":;~"";';:.i<.~:.\,,>
:;"',~;ttj,~
".~Hou
Rate ,",
$125,00
$125.00
$125.00
$125,00
$125,00
""iy\A:;':'.Y
Authorized Sub-Aaencies. The following are considered authorized Sub-agencies of this Agreement and
Licensee is authorized to use the Licensed Program and Licensed Documentation on Licensee's premises for
\\MICKEY\DA T A\LICENSES\Ashland.doc
Page 4
03/11/99
the purpose of supporting the internal business practices of only those agencies named herein as Sub-
agencies and no other right or use if permitted under this Agreement
j~(,'~~~~~~'!g!J'~~'Ut.:.cr."''''a'lSu6~'''encies
i~~"..,~il!"t...~~"".,~,-~",..O~~t"!l"..""",.,"c"g",..,,,.,,.", ""
No Authorized Sub-Agencies
\\MICKEY\DAT A\LICENSES\Ashland.doc
Page 5
03/11/99
Exhibit E
COMMITTED MODIFICA TIONS
Licensor agrees to provide the modifications to the Licensed Program as further described below. Costs
shown are estimates only and Licensee shall be charged for the actual time and effort necessary to deliver
such modifications:
No Committed Modifications
~:;~l~~.;:t~tf<'
:~1' 0181 :Estimat~::'~',~:. .~, ~~~t~~'1~~~/,~;'i'; X;;~'i'.,:"
\\MICKEY\DA T A \LICENSES\Ashland,doc
Page 6
03/1 I/99
EXHIBIT F
Database Server
The purpose of this exhibit is to specifY the components making up the line item 'Database Server' found in Exhibit A.
This configuration represents the Licensor's recommended configuration, and the cost is an estimate only, as the prices
of the hardware vendor are subject to change without Licensor's approval. Also, Licensee understands that Licensor
may decide to change this configuration if Licensor believes a new configuration is better suited for the proposed
software system.
Licensor makes no warranty, whether express or implied, regarding the components listed below, and shall not be
responsible for servicing such components. The components shall be subject only to manufacturer's warranties, if any.
Any warranty purchased in conjunction with this Exhibit shall be given to Licensee.
06971 A
Included
Included
Included
Included
Included
D6121A
D6114A
D6107A
C5647A
D2826A
I
I
5
I
HP NetServer LH4 Pentium II Xeon 45011 MB cache
256MB SOns ECC buffered EOO RAM
Inte ated dual-channel HP NetRAID controller
1O/IOOTX NIC
CD-ROM
Ke ard and mouse
Additional Chi - Pentium II Xeon 450/IMB cache - 0 tional
1GB sOns EOO DIMM Kit (4x256
9. 1GB low- rofile hot -swa Ultra2 SCSI disk drive
SureStore DLT401 internal DLT drive (40GB)
IS" Low Emission Dis la
$11,832.5(
$5,023,7:
$5,223.7:
$5,300,O(
$2,988,7:
$26 I .2:
1!llIH:'~~~~~~",;,~~9""". .~'W~~-'"-"-'"' -~'-'''"~~':''~~":'~''~~~~ Cj(: ", ~ ",.,),:, I
~:~~~~-~"l6."''-'-~''''''''___'';>~~_~'''''''''''''._~'''''''''''''''''''''''''''''.''''''''~,"A'''~''ll_;o.,.o..,.,~__~~~ " ~
771753
798632
798614
798628
$I,399,0(
$999.0(
$599.0(
$ I, 199.0(
'-"-"1';,',::;:';:<,",',
$378,0(
'..";P:?,~;$4,s74.0{
\ \MICKEY\DA T A \LICENSES\Ashland,doc
Page 7
03/11/99
Eden Systems, Inc.
Software License and Use Agreement
Optional Exhibits Section
(Optional within 12 months of execution of this Agreement)
Exhibit G - Eden Systems Deliverables
Exhibit H - Billing/Payment Schedule
Exhibit 1- Services
Exhibit J - ESRI Products and Services
\\MICKEY\DA T A \LICENSES\Ashland.doc
Page 8
03/ I 1/99
00'S8t'9t~$
00'S&6'.L$
00'OS8$
00'OS8$
OO'OS.L'~&S
OO'OOO'HS
00'000'01:$
P8UIWJ8l8P 8q 01
00'000'09$
66/Il/fO
6 ;l8Bd
:JOP'PUBIYSv\S ::rSN3::JI1\ V,L V G\A 3)[:JIWI \
r^''I<<''~~ , /^ ""'. r"~-~""'" ~':,
, ;
~. .~>~~ ~ ,,.,,
, j
lelOl
8lewnS3 - (slOnpoJd) sasuadx3
:J811to
:>800 no'v'
aW!lun~ SMOPU!M JO~ loqoono'v'
:SIOOl ~8seqelBa ~tuewd,nb3 - 41ed J&
8tewlls3-S€Y.)!^Jas UO!SJ8/\uo:> al!~ BjeO
8tewllS3 - luawa6euBV\llOa[oJd/6u!llnsuo:>
:s8olt\Jes J811tO - u8P3
luawa6eUBV\l Al!/!ln
(alqBI!BA'v' ua4M) 6u!lUnooo'v' lUBJ~ ~ lOafoJd
SUO!loedsUI/Sl!UJJad 'Ja6eUBV\l jaOJBd
:spnpOJd . u8P3
'JEl!lddns JO JaJnpe~nuew ,eu!6po alH WOJ~ AlpaJ!p aasuso!l Aq paU!elqo aq
lSnw "AJ.,Jed PJ!4.l SSO!AJaS 'OS!If.J" uwnlOO a4l Japun psopd SWEll! JEl4l0 JO~ a::>ueualu!ew pue J.,Joddns IIV' 'AIUO uwnlOO (S!Se8 J.,JoddnS) aa=, asuso!l" a4l
Japun palelol swal! aso4l JO~ JOSUSO!l WOJ~ AIPElJ!P elqeU!elqo S! soUeUalu!ew pue J.,Joddns pnpoJd 'luaweaJ6e S!4l ~o uO!ln::>Elxa ~o s4luOW (z~) a^laMl
U!4l!M aasuso!l ~o laUuosJed pezpo4lne WOJ~ lsanbeJ uallPM uodn JOSUSO!l WOJ~ aasuso!l ol paJa^!Iap SSO!AJas pue spnpoJd aJe SWal! 6u!MOIIO~ a4.l
s.J9Sn ~U9.J.Jn:JUOO ZZ
s9/qe.J9A!l90 SW9~S.(S u9P3
!) ~!q!L1X3
Exhibit H
BILLINGIPA YMENT SCHEDULE
\ \MICKEY\DA TA \LICENSES\Ashland.doc
Page 10
,."'.Q'!;~~~J%'A!~
$22 500.00
$7 500.00
$850.00
$850,00
$23,000,00
$ '54 700,00
.,.,.MProgrws
"Occurs
$17,000,00
$31,750.00
$7,935.00
$'. 30 000.00 $ 53 68$,00
03/! I/99
Total
$45,000,00
$15000.00
$17,000.00
$31,750,00
$850,00
$850,00
$23,000,00
$7935.00
$ 138,385,00
Exhibit I
SERVICES
Modifications. ConsultinQ/ManaQement. Travel. Expenses - The cost to provide modifications identified in this Agreement, is an estimate only,
and both parties acknowledge that Licensee will pay Licensor for actual work performed to produce such modifications.
Any changes in the original definition of the defined deliverable identified herein will be incorporated through the use of an Authorization For
Professional Services (AFPS) issued at the sole option of Licensor to Licensee, identifying such additional cost estimates to effect such change.
Consulting and management fees shown in this Agreement cover the cost of providing general setup and application consulting, project
management and coordination.
Travel and expenses shown in this Agreement are estimates only. Licensee will reimburse Licensor within 30 days for all such charges,
Onsite Services
TraininQ. Installation. and Setup - All training is to be administered in either a)'train the trainer' fashion; or b)seminar or 'group' fashion; to
maximize the usefulness of time and resources. The training costs herein assume that training is to be provided on-site in the Licensee's offices and
that the Licensee can provide suitable training room facilities and make Licensee's personnel available on the dates and times agreed to by the
parties,
Charges relating to installation and setup are due and payable in full upon acceptance by Licensee.
Written acknowledgment of acceptance by Licensee, or full payment by Licensee of the license fee for any module listed in Exhibit A, shall
constitute full satisfaction of the commitment for related services under this Agreement.
Additional training not covered in this Agreement shall be contracted through an Authorization For Professional Services (AFPS) and shall require
authorization from Licensee, Such AFPS shall denote the number of service hours required and shall be provided at Licensor's then-going hourly
rate for such services.
Licensee is responsible for all shipping and related costs incurred on its behalf under this Agreement, including but not limited to all necessary
operating software, equipment and related tools.
In order to provide onsite services of any kind, Licensor must schedule visits in advance. If the scheduled visit is canceled by the Licensee for any
reason without first having given Licensor a minimum of two weeks advance notice of such cancellation, the Licensor may charge the Licensee for
all costs related to that scheduled visit and shall dissolve the commitment to perform the services scheduled for that visit.
Data File Conversion Services - Charges related to data file conversion found in this Agreement are estimates only. Licensor will charge for any
and all such activities relating to conversion efforts,
\\MICKEY\DA T A \LICENSES\Ashland,doc
Page II
03/11/99
It is the responsibility of the Licensee to present all data in a standard magnetic form and format prescribed by Licensor, which is to be compatible
with Licensor's standard conversion programs and database setup.
Data conversion will consist of one or more passes of data in which the magnetic data presented by Licensee is passed through the Licensor's
conversion program and written out in the data formats acceptable to the Licensed Program,
It is the Licensee's sole and complete responsibility to ensure that the data presented to the Licensor's conversion program is complete and
accurate, and any cost for services, third-party and other related costs associated with data conversion shall be borne by the Licensee,
Should Licensee be unable, for any reason, to provide data in EDEN's prescribed formats, Licensee may request assistance from EDEN in
extracting legacy data and formatting it according to EDEN standards. Such services will be billed to Licensee according to EDEN's then standard
hourly rate,
If the Licensee can guarantee legal and technical access to properly documented information subject to data conversion, the Licensor will manage
and perform the entire data conversion function in exchange for additional fees and charges. If such a "start-te-finish" approach is provided herein,
Exhibit A will denote such action as "Start-te-Finish" conversion, otherwise the above requirements are applicable.
The following table indicates the ESTIMATED number of hours and costs associated with each application listed:
g~~I~ti
$21,000.00
$7,000.00
$3,750,00
56
30
Total Estimate
$31,750.00
Service Rates
The following hourly rates apply to services included in this Agreement and are not to be interpreted as a commitment to perform any future such
services, not covered under this Agreement, for said rates.
\ \MICKEY\DA T A \LICENSES\Ashland.doc
Page 12
03/] 1/99
Authorized Sub-Aaencies, The following are considered authorized Sub-agencies of this Agreement and Licensee is authorized to use the
Licensed Program and Licensed Documentation on Licensee's premises for the purpose of supporting the internal business practices of only those
agencies named herein as Sub-agencies and no other right or use if permitted under this Agreement.
No Authorized Sub-Agencies
Exhibit J
ESRI Products and Services
\\MICKEY\DA T A\LICENSES\Ashland.doc
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03/] 1/99
Licensee understands and accepts that the following terms and conditions are required in order for Licensee to use applications created using MapObjects, or other
ESRI products:
2) Any use other than as specifically granted herein is prohibited.
1) Reverse engineering, copying (other than a backup copy), or transfer or assignment of rights to use as well as the right to access source code is prohibited.
3) Licensee shall use all practical means, contractual and technical, to prevent any in-house or commercial user (including network users) from using any
portions of Map Objects, and any extension thereof, separately from Licensor's Licensed Program.
4) ESRI and/or its suppliers may enforce their intellectual property rights through injunctive relief and other remedies in law or equity. All copyright,
government notices, trademarks, or other intellectual property notices noted under "Copyright, ESRI Trademark Name, and Government Use Notice" shall be
included unmodified in the Application's online help or Readme file and documentation.
Copyright and U.S. Government Use Notice: MapObjects is copyrighted by Environmental Systems Research Institute, Inc. All rights not specifically granted
in this Agreement are reserved to ESRI or its suppliers.
Portions of this computer program are owned by ESRI, Copyright 1999 Environmental Systems Research Institute, Inc, All Rights Reserved,
Any software, documentation, and/or data delivered hereunder is subject to the terms of the License Agreement In no event shall the U.S. Government acquire
greater than RESTRICTED/LIMITED RIGHTS. At a minimum, use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in
FAR 52.227-14 Alternates I, II, and III (JUN 1987); FAR 52.227-19 (JUN 1987) and/or FAR 12.211/12.212 (Commercial Technical Data/Computer Software);
and DFARS 252.227-7015 (NOV 1995) (Technical Data) and/or DFARS 227.7202 (Computer Software), as applicable. Contractor/Manufacturer is
Environmental Systems Research Institute, Inc" 380 New York Street, Redlands, CA 92373-8100 USA.
\\MICKEY\DA T A\LICENSES\Ashland.doc
Page 14
03/1 I/99
ADDENDUM TO EDEN SYSTEMS, INCORPORATED
SOFTWARE LICENSE AND USE AGREEMENT
ORIGINAL AGREEMENT DATE: March 17, 1999
BETWEEN: Eden Systems Inc., Licensor
City of Ashland, Oregon, Licensee
WHEREAS the above-named parties entered into a Software License and Use Agreement on the date shown above; and
WHEREAS, the parties now desire to modify the exhibits to said agreement; and
WHEREAS, the previously purchased products are being updated with the products and services shown in Exhibit A and Exhibit B
IT IS HEREBY mutually agreed that the Exhibits to the Agreement dated March 17, 1999 shall remain in effect, and said exhibits shall be
augmented by Exhibits A and B included herein.
Except as modified herein, the parties hereby confirm and ratify all the terms, conditions, and provisions of their Software License and Use
Agreement.
EDEN SYSTEMS, INCORPORATED Some Agency Here
Licensor Licensee
By: ~;~/' ~~~-~'~ By: Authorized~
Authorized Corporate Officer
Name: Ed Torkelson Name: Z~r~
Title President Title ,~/~v~,~,~4t
Date / O '"' ~- S ~ ~ Date /'//?.,,/,~ z_ ;
Date 10/25/02 Page 1
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Notes to Exhibit A - City of Ashland, Oregon
Addition of InForum Gold Project Accounting Module
Eden Systems Deliverables
· This addendum is to provide Licensee with full license rights to the InForum Gold products outlined herein. It
augments the Licensee's previous license agreement which provided for use of other InForum Gold products.
· The items in Exhibit A are products and services delivered to Licensee from Licensor. Product support and
maintenance is obtainable directly from Licensor for those items totaled under the "License Fee (Support
Basis)" column only. All support and maintenance for other items priced under the column "License Fee (No
Support)" must be obtained by Licensee directly from the original manufacturer or supplier.
· This is an estimate of the travel costs associated with this implementation. Although we will make every effort
to utilize trainers from the closest office, schedules may sometimes dictate that we user trainers from other
parts of the country. You will be billed for the actual costs as documented.
· Please note that the requirements for Project Management days are estimates. You will be billed for the actual
costs as documented. Eden will provide an accounting of the employees who performed the work and the work
they performed.
Date 10/25/02 Page 3
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