SAFARI INFOTOOLS
SOFTWARE SUBLICENSE AND SERVICES AGREEMENT
This Safari InfoTOOLS Software Sublicense and Services Agreement is made and entered into as of the _____ day of _________, 2000
(“Effective Date”) by and between Datatel, Inc., with its principal place of business at 4375 Fair Lakes Court, Fairfax, Virginia 22033 (the
Sublicensor, hereinafter referred to as “Datatel”), and Temple College with its principal place of business at 2600 S. First Street, Temple,
TX 76504-7435, (the Licensee, hereinafter referred to as “Customer”). Whereas, Datatel is an authorized reseller of Allen Systems Group,
Inc., with its principal place of business at 7175 West Jefferson Avenue, Denver, Colorado 80235 (the Licensor, hereinafter referred to as
“ASG”) and Customer is licensing the use of the Software granted and all Services provided under this Agreement in an end user capacity
from Datatel, which Software is subject to a license granted to Datatel by ASG; NOW, THEREFORE, for good and valuable consideration,
receipt of which is hereby acknowledged, the parties hereto agree as follows:
The terms of this Agreement shall apply to each Software License granted and to all services provided by Datatel under this Agreement,
which will be identified on one or more Order Forms.
1.
SOFTWARE LICENSE DESCRIPTION. Datatel grants and Customer accepts a nontransferable, nonexclusive limited license to
use the Software identified on the Order Form, attached hereto and incorporated herein by this reference. “Software” means the
Software in object code form described on the Order Form, and any revisions, modifications and enhancements thereto and any
documentation thereof. The server Software licensed by this Agreement is only for use on the server computer(s), or its
replacement(s), identified on the Order Form, and is for a term commensurate with the time period that Customer uses said
computer(s). The client Software licensed by this Agreement is for use by the authorized number of concurrent users on client
computer(s), or their replacement(s), identified on the Order Form. Customer shall manufacture the authorized number of copies of
the Software from a master copy provided for the installation on Customer’s client computer(s).
2.
LICENSE FEES AND PAYMENT TERMS. Customer agrees to pay Datatel the total license fee set forth on the Order Form in
accordance with the terms therein. Customer is responsible for payment of any tax which may become payable in connection with
this Agreement, and the delivery of the Software, including sales, use, value-added, personal property, or other taxes, but excluding
any tax on Datatel’s income.
3.
PATENTS AND COPYRIGHTS. Customer agrees that the copyright notice carried on the Software is not an admission or
presumption that publication has occurred and further agrees that the Software is not in the public domain. It is fully protected by the
restrictions of this Agreement, by copyright and by laws relating to trade secrets.
4.
CONFIDENTIALITY; DISCLOSURE; COPIES; ALTERATIONS. Customer acknowledges that the Software is a special,
valuable and unique asset which is the property of ASG and that Customer has no proprietary rights therein. Customer shall not
attempt to create the source code by reverse engineering, reverse assembly or compilation, or otherwise. Customer shall keep the
contents of the Software confidential and will take all reasonable steps to protect it from unauthorized disclosure. Such steps shall be
at least equal to those measures taken by Customer to protect its own confidential data and at a minimum shall include restriction of
access, secure storage and protective instruction to employees with access to the Software. Customer agrees not to copy the
Software, in whole or in part, for any purpose other than in routine system backup procedures. All copies become a part of the
Software and as such are subject to the terms and conditions of this Agreement.
5.
AUDIT. Security features of the Software may require a periodic revalidation of each copy through the input of ASG authorized
security codes. ASG and/or Datatel reserve the right to audit, either programmatically through a license manager or otherwise,
Customer’s concurrent usage of the Software, at any time during regular business hours, by Customer for the purpose of monitoring
compliance with the terms of the License. ASG and/or Datatel need not give advance notice of such audit.
6.
WARRANTY. ASG warrants that for a period of 60 days following the Shipment Date (the “Warranty Period”), the Software, as
delivered to Customer, will substantially conform to and function consistent with the specifications contained in the applicable
published user documentation.
7.
INITIAL SUPPORT SERVICES. During the Warranty Period, Datatel shall: (1) use its best efforts to confirm the existence of
and cause the correction of errors in the Software, in a timely manner, when Customer notifies Datatel of same; (2) provide Customer
Temple College
November 16,2000
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Steve Bashore/Kathy Brandt
Rev: 10/99
No: T10:101700:S1
with telephone support during normal Datatel business hours; (3) for the cost of shipping and handling, cause the Customer to be
provided, on a timely basis, with updates necessary for the Software to continue to accomplish its principal computing functions and
with updates reflecting improvements made to the Software by ASG. Customer agrees to accept updates and install them on a timely
basis; Customer recognizes that its failure to implement the updates may make the application of future updates impossible.
8.
CONTINUING SUPPORT SERVICES AND COSTS.
Following the Warranty Period, Datatel will provide the services
described in Paragraph 7 (the “Continuing Support Services”). The first year charge for Continuing Support Services is identified on
the Order Form and will automatically renew on each July 1 at Datatel’s then published rate. Customer hereby agrees to accept
Continuing Support Services unless Customer provides Datatel with 60 days written notice of non-renewal prior to the renewal date.
9.
DISCLAIMERS AND LIMITATION OF LIABILITIES. THE WARRANTIES CONTAINED IN PARAGRAPHS 6, 7,
AND 8 WITH RESPECT TO DATATEL’S OBLIGATIONS TO PROVIDE INITIAL SUPPORT SERVICES DURING THE
WARRANTY PERIOD, AND THEREAFTER TO PROVIDE CONTINUING SUPPORT SERVICES IN EXCHANGE FOR
CUSTOMER’S PAYMENT THEREFOR, ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND
DATATEL HEREBY EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES. Customer agrees that
regardless of the form of claim, whether in tort, contract or other, Datatel and ASG, its agents and employees, shall not be liable for
any consequential, incidental, special or punitive damages, including lost profits or any claims against Customer by a third party.
Datatel’s and ASG’s liability for damages to Customer or to any third party, regardless of the form of action, shall not exceed the
total amount paid to Datatel by Customer under this Agreement. No legal action, regardless of the form, relating in any manner to
this Agreement may be brought by either party more than one year after the event giving rise to the cause of action has occurred.
10.
INDEMNIFICATION. If a proceeding is brought against Customer based on a claim that the Software infringes a U.S. patent,
copyright, or other proprietary right, ASG, subject to the provisions of Paragraph 9, will defend against such claim. ASG’s
obligation is conditioned on ASG: (a) receiving prompt notice of the claim or threat; and (b) Customer giving ASG full and complete
cooperation, information and assistance in defending against the claim. ASG shall not be responsible for any settlement made
without its consent. If any part or all of the Software in such proceeding or settlement is determined to infringe and its continued use
prohibited, ASG at its own election and expense, will either: (a) substitute equally suitable Software; (b) modify the Software so that
it no longer infringes; or (c) obtain for Customer the right for continuing use. If none of the foregoing are feasible, in ASG’s sole
discretion, then ASG may reclaim and request the return of those portions or all of the Software subject to prohibition, and Customer
shall so return said items. ASG and Datatel may then terminate this Agreement with respect to such portions or all of the Software.
Then Customer shall be entitled to a refund of the applicable fee from Datatel. The foregoing indemnification does not extend to any
claim arising out of a modification by Customer of the Software which is not approved by ASG, or any claim arising out of the
combination, operation or use of the Software to the extent such claim would not have arisen had such combination, operation or use
not occurred.
THIS PARAGRAPH 10 STATES THE ENTIRE LIABILITY OF ASG AND DATATEL FOR
INFRINGEMENT OR ALLEGED INFRINGEMENT BY ANY SOFTWARE PROVIDED HEREUNDER.
11.
TERMINATION OF AGREEMENT. Datatel has the right to terminate this Agreement if Customer breaches any of the terms of
this Agreement. If the Agreement is so terminated, Customer warrants that it will destroy or return to Datatel, the Software and all
related reference materials and all copies thereof and that no copy of the Software shall be retained by Customer or given to a third
party, and Customer will so confirm to Datatel in writing that Customer has complied herewith.
12.
DISPUTE RESOLUTION. If Datatel is required to commence legal action to enforce any of the provisions of this Agreement,
Customer agrees to pay all costs incurred by Datatel, including reasonable attorneys’ fees, for said action. This Agreement shall be
governed by, and construed in accordance with, the substantive laws (excluding confliASG rules) of the Commonwealth of Virginia.
Any dispute arising under this Agreement which cannot be resolved by agreement shall, whenever diversity or subject matter
jurisdiction exists, be submitted to the United States District Court for the Eastern District of Virginia, Alexandria Division (or, in
the absence of federal court jurisdiction, to the Circuit Court of the County of Fairfax, Virginia), and the parties hereby consent and
submit to the personal jurisdiction of such courts and agree not to contest the venue of such courts.
13.
MISCELLANEOUS. If any portion of this Agreement shall for any reason be declared invalid or unenforceable, the remaining
portions hereof shall remain in force. A waiver of any breach or default of this Agreement shall not be deemed to constitute a waiver
of any subsequent breach or default. Any alterations to the terms or conditions of this Agreement shall be made in writing. THE
PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE THAT
IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES WHICH
SUPERSEDES ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT
MATTER OF THIS AGREEMENT.
IN WITNESS WHEREOF, the parties hereto, each acting under due and proper authority, have executed this Agreement as of the date first
written above.
Temple College
November 16,2000
Page 2 of 3
Steve Bashore/Kathy Brandt
Rev: 10/99
No: T10:101700:S2
Datatel, Inc.
Datatel Signature:
Printed Name:
Temple College
Customer Signature:
Vernon R. Hollidge, Jr.
Printed Name:
Title:
Senior Vice President
Title:
Date:
November 16,2000
Date:
Temple College
November 16,2000
Page 3 of 3
Steve Bashore/Kathy Brandt
Rev: 10/99
No: T10:101700:S3
SAFARI INFOTOOLS
Order Form
Temple College
Customer Organization Name:
Requester:
Telephone #:
Fax #:
Billing Information:
Co. Name:
Temple College
Billing Contact:
Phone #:
E-Mail:
Address:
2600 S. First Street
City, ST ZIP
Temple, TX 76504-7435
Shipping Information:
Co. Name:
Temple College
Shipping Contact:
Phone #:
E-Mail:
Address:
2600 S. First Street
City, ST ZIP
Temple, TX 76504-7435
Technical Contact:
Co. Name
Temple College
Tech Contact
Phone #:
E-Mail:
Address
2600 S. First Street
City, ST ZIP
Temple, TX 76504-7435
Tier Level:
Server Computer Make/Model:
TBD
Operating System / Release Level:
Database System / Release Level:
Server Media Type:
Software Description
Quantity
Safari InfoTOOLS including:
Safari InfoSERVER/UDMS
Safari ReportWriter
Safari ODBC
Safari Administrator
Safari DataViewer
Database Interface
Price
64
1
SUBTOTAL
TAX
Less Deposit Amount
NET CASH BALANCE DUE



$29,163
Included
Annual
Maintenance
$2,000
Included
Included
$29,163
As Incurred
($7,291)
$21,872
Included
$2,000
N/A
N/A
$
The Safari InfoTOOLS software is customer installable unless otherwise contracted for in this agreement.
Datatel’s standard payment terms and conditions apply to this order.
The Annual Maintenance Fee Renewal date is July 1 st. For the first year of this Agreement, the Annual Maintenance Fee shall be prorated beginning
sixty (60) days from the software shipment date until July 1 st.
The order for programs above is placed subject to the terms and conditions of the Safari InfoTOOLS Software Sublicense and Services
Agreement between Datatel and the customer listed above and dated November 16,2000.
Datatel, Inc.
Datatel Signature:
Printed Name:
Temple College
Customer Signature:
Vernon R. Hollidge, Jr.
Printed Name:
Title:
Senior Vice President
Title:
Date:
November 16,2000
Date:
Temple College
November 16,2000
Page 1 of 1
Steve Bashore/Kathy Brandt
Rev: 10/99
No: T10:101700:SOF4