USER SUBLICENSE AGREEMENT FOR INFORMIX SOFTWARE, INC.
This User Sublicense Agreement is made and entered into by and between Datatel, Inc. with its principal place of business at 4375 Fair Lakes Ct., Fairfax,
VA 22033 (the "Sublicensor") and
Temple College
with its principal place of business at
2600 S. First Street, Temple, TX 76504-7435
(the "Sublicensee"). Whereas, Sublicensor is an Authorized Reseller of Informix Software, Inc. (the "Licensor") and Sublicensee is licensing the use of
Informix Software Products in an end user capacity from Sublicensor, which Software Products are subject to a License granted to Sublicensor by Licensor;
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:
1.
LICENSED SOFTWARE
1.1 For the purposes of this Agreement, the following definitions apply: "Software Products" means Licensor computer programs in either source or
object code and any related materials provided to Sublicensee, including but not limited to Documentation relating thereto, and any subsequent
revisions, improvements or updates provided to Sublicensee under this Agreement. "Documentation" means any licensor information which is
provided to Sublicensee in writing or fixed in other tangible form, including but not limited to logic diagrams, manuals, lists, schematics, drawings
and marketing, development, maintenance, pricing and/or product information. “Order Form” means the document in hard copy or electronic form
by which Sublicensor orders Software products and which is agreed to by the parties.
1.2 The Informix Software Products provided under this User Sublicense Agreement (the "Licensed Software") are itemized on the Order Form(s).
1.3 It is understood that Licensor may not be the owner of all the Licensed Software but is either Owner or has acquired from the Owner the right to
license the Licensed Software.
1.4 The Licensed Software is to be used solely on the computer hardware (the "Server”) as stated on the Order Form(s). The Sublicense Effective Date
is upon Licensed Software delivery.
1.5 The Licensed Software is authorized for the use on the single Server to support the maximum concurrent users (excluding printers) as stated on the
Order Form(s).
2.
SCOPE OF AUTHORIZED USE
2.1 The Licensed Software, including any Documentation relating to or describing such Licensed Software, is furnished to Sublicensee under a personal,
non-transferable, nonexclusive Sublicense solely for Sublicensee's own use within the United States only on the single Server designated on the
Order Form(s).
2.2 Sublicensee shall not permit any party to copy the Licensed Software or any portion thereof, except that Sublicensee is permitted to make a single
copy solely for back-up or archival purposes as necessary for use on the Server, but only with the proper inclusion of any and all copyright and/or
proprietary notices. If Sublicensee is unable to operate the licensed Software on the designated Server due to an equipment malfunction, the
Licensed Software may be used temporarily on another Server during the period of equipment malfunction.
2.3 Sublicensee shall not sublicense or transfer in any manner or otherwise make the Licensed Software available to any third party. Sublicensee shall
not modify, decompile, disassemble or otherwise reverse engineer the licensed Software.
2.4 Should the designated Server be upgraded and replaced by another Server purchased pursuant to Licensor's then current upgrade policy, the Licensed
Software may be used on the new Server.
2.5 Sublicensee agrees to allow Sublicensor or Licensor reasonable access to its premises to periodically audit Sublicensee's use of the Licensed Products
to determine Sublicensee's compliance with the provisions of this Sublicense.
2.6 The Licensed Software, its user manuals, logos, product names and other support materials, if any, are either patented, copyrighted, trademarked or
otherwise proprietary to Licensor or its Sublicensor. Sublicensee shall agree to never remove any such notices and product notification.
3.
TITLE AND OWNERSHIP
Title to, ownership of and all applicable rights in the Licensed Software or any of its parts shall not transfer to Sublicensee but shall remain in Licensor or
Owner as applicable. All patent, copyright, trade secret and other intellectual property or proprietary rights in the Licensed Software remain the property
of Owner. Licensed Software provided hereunder is confidential and proprietary to owner and Sublicensee agrees to be bound and observe the proprietary
nature thereof. Sublicensee agrees that it shall not disclose, provide or otherwise make available the Licensed Software or any part or copies thereof to any
third party.
4.
CONFIDENTIALITY
Sublicensee agrees to take appropriate action by instruction or agreement with its employees who are permitted access to the Licensed Software or to other
materials identified as proprietary, to protect the confidentiality of the Licensed Software and such materials. Sublicensee agrees to keep the Licensed
Software and such materials secure, and to prevent unauthorized access, copying or use thereof. Sublicensee agrees to notify Sublicensor and Licensor
immediately of circumstances surrounding any unauthorized knowledge, possession, or use of the Licensed Software or any such materials by any person
or entity.
WARRANTY AND LIMITATION OF LIABILITY
5.1 Licensor warrants that all unmodified Licensed Software will conform, for a period of sixty (60) days from shipment by Licensor, to Licensor's
applicable published specifications which are prevailing when the Licensed Software is shipped. Sublicensee must return to Sublicensor only, within
the Warranty Period, any Licensed Software returned for a claim under this Warranty. Neither Sublicensor nor any other party has any authority to
make any other representation on behalf of Licensor or otherwise bind Licensor. Licensor's or Owner's entire liability and Sublicensee's exclusive
remedy under this Software Warranty shall be for Licensor to make reasonable efforts to remedy, in a manner deemed suitable to licensor, any
nonconformance which has been properly reported by Sublicensee to Sublicensor in writing within the Warranty Period.
5.2 ALL SOFTWARE DELIVERED UNDER THIS AGREEMENT IS DELIVERED "AS IS." SUBLICENSEE ACKNOWLEDGES THAT
LICENSOR AND SUBLICENSOR MAKE NO OTHER REPRESENTATION OR WARRANTY WITH REGARD TO THE LICENSED
SOFTWARE, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. IN NO EVENT IS LICENSOR, SUBLICENSOR AND/OR OWNER LIABLE TO ANY PARTY FOR DAMAGES INCLUDING
5.
Temple College
November 16,2000
Page 1 of 2
Steve Bashore/Kathy Brandt
Rev: 2/99
No: T10:101700:U1
BUT NOT LIMITED TO SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN
CONNECTION WITH THE USE OR PERFORMANCE OF LICENSED SOFTWARE. SUBLICENSOR DOES NOT REPRESENT NOR
WARRANT THAT ANY LICENSED PRODUCT IS ERROR FREE OR THAT ITS USE WILL BE UNINTERRUPTED.
5.3 Licensor shall have no responsibility, nor be liable in contract, tort or otherwise, for any software product which is provided or licensed by
Sublicensor for use with Licensed Software, and such software products are provided solely under the warranty, if any, provided by Sublicensor.
6.
TERM
This User Sublicense Agreement shall remain in effect from its Effective Date, unless earlier terminated in accordance with Section 7 below. If no term of
years is specified in this Section 6, the User Sublicense Agreement shall remain in effect indefinitely, again subject to termination under Section 7 below.
7.
TERMINATION
7.1 This User Sublicense Agreement shall terminate at such time as Sublicensee discontinues use of the Licensed Software on the designated Server, or
upon sale, lease or transfer by operation of law or otherwise, of the Server. Sublicensee shall notify Sublicensor in any such event.
7.2 This User Sublicense Agreement shall terminate if Sublicensee fails to cure any breach of these Sublicensee terms and conditions within ten (10)
days after written notice of such breach from either Licensor or Sublicensor.
7.3 Upon termination of this user Sublicense Agreement, Sublicensee shall immediately terminate its use of the Licensed Software and, at Sublicensor's
election, shall either return or destroy all copies of the Licensed Software and other proprietary materials and certify in writing as to such destruction
or return.
7.4 The provisions of Sections 4 and 5 shall survive any termination of this User Sublicense Agreement.
8.
MISCELLANEOUS
8.1 Licensor shall hold in escrow a copy of Licensed Software source for the Sublicensor should the Owner cease operations for whatever reason.
8.2 The User Sublicense Agreement shall be governed by the laws of the Commonwealth of Virginia, and shall inure to the benefit of the Licensor, it
successors, administrators, heirs and assigns. If any legal action is brought by either party to this User Sublicense Agreement regarding the subject
matter of this User Sublicense Agreement, the prevailing party shall be entitled to recover, in addition to any other relief, reasonable attorneys' fees
and expenses.
8.3 In the event that one or more of the provisions contained in this User Sublicense Agreement shall be invalid, illegal or unenforceable in any respect
under any applicable statute or rule of law, then such provision invalidity, illegality or unenforceability and the remainder of this user Sublicense
Agreement shall continue in full force and effect. The parties shall hereto agree to replace any such invalid, illegal or unenforceable provision with a
new provision which has the most nearly similar permissible economic or other effect.
9.
PAYMENT TERMS
9.1 Payment Terms are net cash due and payable fifteen (15) days after receipt of any invoice issues by Sublicensor under this Agreement. Interest shall
accrue on any amounts due and unpaid more than thirty (30) days after the invoice is received at a rate equal to the lessor of 1 ½% per month, or the
highest rate permitted by law. In the event that Sublicensee questions the amounts charged on any invoice, it must communicate those questions to
Sublicensee within five (5) business days of Sublicensor’s receipt of such invoice. Interest shall not accrue on any invoices during the period of
dispute resolution.
9.2 The Annual Maintenance Fee Renewal date is July 1st. For the first year of this Agreement, the Annual Maintenance Fee shall be prorated beginning
sixty (60) days from the software delivery date until July 1st.
Sublicensor:
Datatel, Inc.
By:
Sublicensee:
By:
Printed:
Vernon R. Hollidge, Jr.
Printed:
Title:
Senior Vice President
Title:
Date:
November 16,2000
Date:
Temple College
November 16,2000
Temple College
Page 2 of 2
Steve Bashore/Kathy Brandt
Rev: 2/99
No: T10:101700:U2
INFORMIX SOFTWARE, INC. ORDER FORM
CUSTOMER ORGANIZATION NAME:
Requester:
Temple College
Telephone #:
Fax #:
SHIPPING INFORMATION:
Co. Name:
Temple College
Shipping Contact:
Phone #:
Fax #:
E-Mail:
Address:
2600 S. First Street
City, ST ZIP
Temple, TX 76504-7435
SERVER IDENTIFICATION AND LOCATION:
Server Make & Model:
TBD
Media Type
Operating System:
Server Serial #:
Server Location:
2600 S. First Street
City, ST ZIP
Temple, TX 76504-7435
TECHNICAL CONTACT INFORMATION:
Co. Name:
Temple College
Technical Contact:
Phone #:
E-Mail:
Address:
2600 S. First Street
City, ST ZIP
Temple, TX 76504-7435
EXISTING CLIENT INFORMATION
Customer Serial #:
LICENSE SOFTWARE FEES
Description of Software licensed under this Agreement
UniData RDBMS (Server Edition Includes: UniServer, USAM
Batch, USAM Monitor/Profile)
Desktop Interface (per concurrent user)
AccessLink for UniData
SUBTOTAL SOFTWARE LICENSE FEE
Less Discount
TOTAL SOFTWARE LICENSE FEE
No. of
Users
64
Price per
User
$445
Software
Licensing Fee
$28,480
Annual
Maintenance Fee
$4,272
$195
$12,000
$12,480
$12,000
$52,960
($9,280)
$43,680
$1,872
$1,800
$7,944
N/A
$7,944
64
1
The order for programs above is subject to the terms and conditions of the User Sublicense Agreement for Informix Software, Inc. between
Datatel and the Customer listed above and dated November 16,2000.
Software License Fee ............................................................................................................................................................................. $43,680
Sales Tax (if applicable) .................................................................................................................................................................. As Incurred
TOTAL ................................................................................................................................................................................................... $43,680
Less Deposit Amount (the “Deposit”) ................................................................................................................................................. ($10,920)
NET CASH BALANCE DUE ................................................................................................................................................................. $32,760
Sublicensor:
Datatel, Inc.
By:
Sublicensee:
By:
Printed:
Vernon R. Hollidge, Jr.
Printed:
Title:
Senior Vice President
Title:
Date:
November 16,2000
Date:
Temple College
November 16,2000
Temple College
Page 1 of 1
Steve Bashore/Kathy Brandt
Rev: 2/99
No: T10:101700:UOF1