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PeopleSoft
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This Service Alliance Master Agreement ("Agreement) is made as of the Effective
Date set forth below ("EFFECTIVE DATE") by and between PeopleSoft, Inc.
("PEOPLESOFT"), a Delaware corporation having a place of business at ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and Intelligroup, Inc. and its
wholly owned subsidiary Empower, Inc. ("COMPANY"), having a place of business at
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
THE PEOPLESOFT CONTACT FOR THIS AGREEMENT IS: alliances@peoplesoft
THE COMPANY CONTACT FOR THIS AGREEMENT IS: ▇▇▇▇ ▇▇▇▇▇▇▇
TELEPHONE: (▇▇▇) ▇▇▇-▇▇▇▇
STREET ADDRESS: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇, ▇▇ ▇▇▇: ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
EMAIL ADDRESS: ▇▇▇▇_▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
COMPANY WEB SITE URL: ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
The parties agree as follows:
1. DEFINITIONS
"Agreement" means this document, its attachments, all addenda, schedules,
exhibits, and any amendments to the foregoing.
"Change of Control" shall be deemed to have occurred if any person, entity or
group comes to own or control, directly or indirectly, beneficially or of
record, voting securities or any form of controlling interest which represents
more than 50% percent of the total voting power of one of the parties to this
Agreement.
"Term" means the one (1) year period beginning on the Effective Date.
2. TRADEMARKS AND LOGOS
All trademarks, service marks, trade names or other words or symbols ("Marks")
identifying each party's products and services are and will remain their
respective exclusive property. Neither party will take any action that
jeopardizes the other party's proprietary rights or acquire any rights in the
Marks. Except as specifically stated otherwise in an Addendum or Amendment
hereto, no license to use any PeopleSoft or Company logo is granted in this
section.
3. NO ADDITIONAL WARRANTIES
Company will not make any representations or create any warranties, express or
implied, concerning PeopleSoft's software products or services, other than those
stated in PeopleSoft's standard license agreements.
4. APPROVAL OF PRESS RELEASES
If Company desires to issue a press release or other public announcement
concerning Company's relationship or dealings with PeopleSoft, Company shall
obtain PeopleSoft's prior written approval of any such press release or
announcement.
5. CONFIDENTIALITY
Company understands that PeopleSoft does not wish to receive any information
that may be considered confidential and/or proprietary to Company or to any
third party. To the extent any information disclosed to a party hereunder is
considered confidential or proprietary, the parties agree to the following
mutual non-disclosure terms:
a) The term "Confidential Information" shall mean any and all information
which is disclosed by either party to the other verbally, electronically,
visually, or in a written or other tangible form which is either identified
or should be reasonably understood to be confidential or proprietary.
Confidential Information includes but is not limited to, trade secrets,
computer programs, software, documentation, training materials, formulas,
data inventions, techniques, marketing plans, strategies, and forecasts.
b) Both parties shall keep Confidential Information in strict confidence and
shall not disclose it to any third party. Both parties shall only use
Confidential Information solely in a manner consistent with the terms of
this Agreement and only in furtherance of the mutually beneficial
relationship between the parties. Receiving party's internal disclosure of
Confidential Information shall be only to those employees or agents having
a need to know such information in connection with this Agreement and only
insofar as such persons are bound by a nondisclosure agreement consistent
with these nondisclosure terms. A party shall promptly notify the other of
any unauthorized disclosure or use of Confidential Information by any
person.
c) This Agreement imposes no obligation upon the parties with respect to
Confidential Information which either party can establish by legally
sufficient evidence: (a) was in the possession of, or was rightfully known
by Recipient without an obligation to maintain its confidentiality prior to
receipt form the other party; (b) is or becomes generally known to the
public without
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PeopleSoft
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violation of this Agreement; (c) is obtained by Recipient in good faith
from third party having the right to disclose it without an obligation on
confidentiality; (d) is independently developed by Recipient without the
participation of individuals who have had access to the Confidential
Information; and (e) is required to be disclosed by court order provided
diligent efforts are undertaken to limit disclosure and prior notice is
given to the disclosing party.
d) The obligations under this Agreement with respect to Confidential
Information shall continue for a period of five (5) years from the date of
each disclosure and shall survive the termination of this Agreement. All
Confidential Information shall be returned to the Discloser within five (5)
days of the provision of written notice requesting return of the
Confidential Information.
6. TERM AND TERMINATION
a) Unless otherwise terminated as set forth herein, this Agreement shall be
for a single one (1) year term and may be extended only as the parties
mutually agree in writing.
b) This Agreement may be terminated by either party upon thirty (30) days
prior written notice with or without cause.
c) If either party undergoes a Change of Control, the other party shall have
the option to immediately terminate this Agreement.
d) Upon termination of this Agreement, each party shall return to the other
(or certify destruction of) all Confidential Information, including, but
not limited to, software and related materials, in its possession provided
by the other party for purposes of this Agreement.
e) In the event of expiration or termination of this Agreement, the following
Sections shall survive: 3, 5, 6, 7, 8, 9, 10, 12 and 14.
7. STATUS OF COMPANY
Company is an independent contractor under this Agreement and nothing in this
Agreement authorizes Company to act as an agent of PeopleSoft or bind PeopleSoft
to act as an agent of Company or bind Company to any transaction. It is
expressly understood that this Agreement does not establish a franchise
relationship, legal partnership or joint venture. Each party is solely
responsible for its employees, including terms of employment, wages, hours,
taxes and any required insurance.
8. FREEDOM OF ACTION
Nothing in this Agreement shall be construed as prohibiting or restricting
either party from independently developing or acquiring and marketing materials,
programs, software or services which are competitive with those of the other
party or from entertaining into the same or similar agreements with others.
9. LIMITATION OF LIABILITY
a) In the even of failure of either party to fulfill any of its obligations
hereunder, the exclusive remedy of the other party under this Agreement
shall be to request performance of such obligation. If such performance is
not rendered, the other party's sole remedy shall be to terminate this
Agreement. Notwithstanding the foregoing, either party shall have the right
to enforce any and all rights regarding patents, copyrights, trademarks,
tradenames, trade secrets or Confidential Information, by any appropriate
action, including actions for damages and equitable relief, or any other
remedy available under applicable law.
b) IN NO EVENT SHALL EITHER PARTY HAVE ANY RIGHT HEREUNDER AGAINST THE OTHER
FOR ANY SPECIAL OR INDIRECT DAMAGES, LOST PROFITS OR OTHER CONSEQUENTIAL
DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. INDEMNIFICATION
Company shall indemnify and defend PeopleSoft against any and all claims brought
against PeopleSoft alleging Company's software products infringe any patent or
copyright and against any and all claims brought against PeopleSoft concerning
the services provided by Company to PeopleSoft customers; provided that Company
is given prompt notice of such claim and is given information, reasonable
assistance, and sole authority to defend or settle the claim.
11. NO ASSIGNMENT OR DELEGATION
This Agreement may not be assigned or transferred by Company (by operation of
law or otherwise), without the express written consent of PeopleSoft. For
purposes of this clause, the term assignment includes the sale or transfer of
all or a substantial portion of the assets of Company. Any attempted assignment
in violation of this section shall be null and void ab initio.
12. PAYMENT TERMS
Company shall pay all amounts due hereunder within thirty (30) days from the
date of the invoice. If Company fails to remit payment within such thirty (30)
day period, Company shall pay interest on the amount due hereunder at the rate
of one percent (1%) per month, or the highest rate permitted to be charged by
applicable law, whichever is lower. All fees due hereunder are non-refundable
and non-cancelable. Renewal fees, annual program fees and software maintenance
fees will be billed on an annual basis, payable in advance. Company shall be
responsible for all taxes associated with the
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PeopleSoft
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software and/or services provided hereunder, exclusive of taxes based on
PeopleSoft's income. Should Company elect not to pay the annual software
maintenance fees which may become due hereunder, and subsequently requests such
software maintenance, PeopleSoft shall reinstate the maintenance only after
Company pays PeopleSoft the annual then-current fee plus all cumulative fees
that would have been payable had Company paid all maintenance fees when they
became due.
13. NOTICES
All notices to be given pursuant to this Agreement shall be in writing and sent
by registered mail, overnight mail, courier, or transmitted by facsimile (if
confirmed by such mailing), to the addresses indicated on the first page of this
Agreement, or such other address as either party may indicate by at least ten
(10) days prior written notice to the other party. Notices to PeopleSoft shall
be sent to the attention of PeopleSoft Corporate Legal with an email copy to
▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇.
14. GENERAL
If any provision or provisions of this Agreement shall be held to be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby. The
section headings herein are provided for convenience only and have no
substantive effect on the construction of this Agreement. The failure by a party
to exercise any right hereunder shall not operate as a waiver of such party's
right to exercise such right or any other right in the future. PeopleSoft will,
from time to time, establish internal procedures for administering this
Agreement and, although some of these procedures may not be included herein,
Company agrees to comply with them to the extent they do not alter this
Agreement. Each party shall hear its own costs and expenses incurred in the
execution of this Agreement. Transmitted copies are considered documents
equivalent to original documents. For the purpose of this Agreement, transmitted
copies means reproduced documents that are transmitted via photocopy, facsimile
or process that accurately transmits the original documents. This Agreement
shall be governed by the laws of the State of California, excluding choice of
law principles. Venue shall be in San Francisco, California. This Agreement and
its Addenda and Exhibits, if any, constitute the complete and exclusive
statement of the agreement between the parties regarding the subject matter
hereof, and supersede all prior agreements, oral or written, on this subject.
This Agreement may only be amended in writing signed by both parties' authorized
signatories. This Agreement is made as of the Effective Date.
This Agreement must be executed by Company within sixty (60) days following
MAY 2, 2000 to be valid.
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ACCEPTED BY: ACCEPTED BY:
INTELLIGROUP, INC. AND ITS WHOLLY OWNED PEOPLESOFT, INC.
SUBSIDIARY EMPOWER, INC.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------- --------------------------------
Authorized Signature Authorized Signature
▇▇▇▇ ▇▇▇▇▇▇▇, VP Empower Solutions ▇▇▇▇ ▇▇▇▇▇▇▇, ALLIANCES V.P.
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Printed Name and Title Printed Name and Title
Effective Date: 5/5/00
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(To be completed by PeopleSoft)
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Standard Form
Agreement
RK 5/2/2000 3:23 PM
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PeopleSoft
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This CERTIFIED IMPLEMENTATION PARTNER ADDENDUM to the Service Alliance Master
Agreement (the "Agreement") between PeopleSoft and Intelligroup, Inc. and its
wholly owned subsidiary Empower, Inc. ("Company") is made as of the Effective
Date, shall have the same Term, is made part of, and is subject to the terms and
conditions of the Agreement.
The parties hereby agree as follows:
1. DEFINITIONS
Unless otherwise defined herein, capitalized terms used in this Addendum shall
have the same meaning as those used in the Agreement.
"Customer(s)" means companies having a current license to use PeopleSoft
software products for internal data processing purposes.
"Services" means consulting services provided to Customers for the purpose
of assisting Customers with the implementation and use of PeopleSoft
products.
"Territory" means the United States and Canada.
2. PEOPLESOFT'S ADDITIONAL RIGHTS AND RESPONSIBILITIES
PeopleSoft shall:
a) Designate Company as a participant in PeopleSoft's Alliance Program within
the Territory and list Company's name on PeopleSoft's internet site and/or
provide a hypertext link to Company's web site, which Company hereby
consents to;
b) Provide Company with access to PeopleSoft's Software and Software Support
Services in accordance with PeopleSoft's standard terms for alliances, upon
Company's payment of appropriate additional fees;
c) Provide Company with access to training for PeopleSoft software for
Company's employees, in accordance with PeopleSoft's standard terms for
alliances and at then current rates;
d) Permit Company to use the designated Alliance Program logo as set forth in
Section 4 below; and
e) Provide Company with access to PeopleSoft's Customer Connection and
Alliance Connection, in accordance with PeopleSoft's standard terms for
alliances.
3. COMPANY'S ADDITIONAL RIGHTS AND RESPONSIBILITIES
Company shall:
a) Abide by PeopleSoft's Alliance Program guidelines;
b) Not develop or provide training programs for Customer employees (and/or
consultants) associated with Customer's implementation team;
c) Unless Company has signed an Education Services Partner Addendum to this
Agreement, not provide any end user training to customers using
PeopleSoft's end user training products;
d) Pay PeopleSoft a one-time non-refundable new Certified Implementation
Partner initiation fee as indicated in the fee schedule below;
e) Pay PeopleSoft a non-refundable annual alliance program membership fee as
indicated in the fee schedule below (PeopleSoft reserves the right to
change partner fees upon renewal or extension of the Agreement);
f) Allow PeopleSoft to use Company's alliance program logo or such other logo
Company may designate from time to time, subject to Company's written
approval of each such use as PeopleSoft has agreed to in the below section
entitled "Logo Use License"; and
g) List PeopleSoft's name on Company's Internet site and/or provide a
hypertext link to PeopleSoft's web site, which PeopleSoft hereby consents
to.
4. LOGO USE LICENSE
During the term of this Agreement, PeopleSoft grants Company a non-exclusive
limited right to use the PeopleSoft-designated Alliance Program logo on
Company's business cards, letterhead and related sales, marketing and
promotional materials subject to the color and size restrictions set forth in
PeopleSoft's guidelines, which are subject to change from time to time at
PeopleSoft's sole discretion. No PeopleSoft logo is to be used on Company's
product or product packaging. Company agrees to submit to PeopleSoft samples of
Company's proposed use of the PeopleSoft-designated Alliance Program logo for
PeopleSoft's inspection and written approval prior to actual use. Upon
expiration or termination of this Agreement, Company shall cease to use the
designated PeopleSoft logo and delete it from any and all of Company's sales,
promotion, marketing materials, business cards and letterhead immediately.
PeopleSoft reserves the right to charge a license fee for any future use of the
logo at any time upon reasonable notice. PeopleSoft shall have the right to
terminate this logo use license grant at any time for any reason upon written
notice. Notwithstanding the foregoing, PeopleSoft reserves the right to change,
modify and/or replace the designated logo at any time.
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5. TRAINING SERVICES
PeopleSoft will provide Company with access to training on PeopleSoft software
pursuant to PeopleSoft's standard published guidelines and procedures for
alliance program participants. Company understands and agrees that Company's
continued access to training will be conditioned on Company's compliance with
PeopleSoft's guidelines and procedures. Company must designate an initial
Training Administrator below to enroll in classes.
INITIAL TRAINING ADMINISTRATOR INFORMATION:
NAME: ▇▇▇▇ ▇▇▇▇▇▇▇
ADDRESS: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TELEPHONE: ▇▇▇-▇▇▇-▇▇▇▇
FAX: ▇▇▇-▇▇▇-▇▇▇▇
E-MAIL: ▇▇▇▇_▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
6. SERVICES TO CUSTOMERS
Company understands that PeopleSoft does not support software licensed by
Customers which was not installed by PeopleSoft.
CERTIFIED IMPLEMENTATION PARTNER FEE SCHEDULE:
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NEW CERTIFIED IMPLEMENTATION PARTNER WAIVED
INITIATION FEE
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ANNUAL ALLIANCE PROGRAM FEE $20,000
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TOTAL FEES DUE $20,000
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ACCEPTED BY: ACCEPTED BY:
INTELLIGROUP, INC. AND ITS WHOLLY OWNED PEOPLESOFT, INC.
SUBSIDIARY EMPOWER, INC.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------- --------------------------------
Authorized Signature Authorized Signature
▇▇▇▇ ▇▇▇▇▇▇▇, VP Empower Solutions ▇▇▇▇ ▇▇▇▇▇▇▇, ALLIANCES V.P.
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Printed Name and Title Printed Name and Title
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Standard Form
Agreement
RK 5/2/2000 3:23 PM
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PeopleSoft SOFTWARE AND SUPPORT SERVICE ADDENDUM TO THE
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This Software and Support Services Addendum (this "Addendum") to the Service
Alliance Master Agreement by and between PeopleSoft, Inc. ("PeopleSoft") and
Intelligroup, Inc. and its wholly owned subsidiary Empower, Inc. ("Company")
dated May 5, 2000 (the "Agreement") is entered into as of the date of
PeopleSoft's signature below ("Addendum Effective Date") and is made part of and
is subject to the terms and conditions of the Agreement.
The parties hereby agree to the following:
1. DEFINITIONS. Unless otherwise defined herein, capitalized terms used in
this Addendum shall have the same meaning as those used in the Agreement or in
any Addenda thereto.
2. TERM OF THIS ADDENDUM. The term of this Addendum shall begin on the
Addendum Effective Date and end upon the expiration or termination of the
Agreement ("Term").
3. SOFTWARE AND SUPPORT SERVICES. Upon payment in full as set forth in the
Schedule, PeopleSoft agrees to provide software, technical support and related
services to Company in accordance with PeopleSoft's standard terms for
alliances.
SOFTWARE - PeopleSoft will provide Company with a license to use PeopleSoft
software during the Term pursuant to the terms of the Software License Terms
and Conditions attached hereto as Exhibit A (the "License Agreement") and
pursuant to the Schedule attached hereto as Exhibit B. PeopleSoft shall have
sole discretion to choose the PeopleSoft software products to be provided to
Company.
SOFTWARE SUPPORT SERVICES - Upon receipt of applicable fees, PeopleSoft will
provide technical support for the PeopleSoft Software licensed hereunder to
Company during the Term, including telephone support, software fixes to
errors and software upgrades, pursuant to PeopleSoft's current standard
published Alliance Software Support Services Terms and Conditions, a copy of
which can be found on PeopleSoft Alliance Connection. The PeopleSoft support
hotline will handle only general questions about using PeopleSoft software.
Company shall pay an annual Software Support Services fee for each copy of
Software licensed hereunder equal to fifty percent (50%) of PeopleSoft's
then current alliance program license fee for such Software. However,
Companys who are also Customers shall pay an annual Software Support
Services fee for each copy of Software licensed hereunder equal to
thirty-seven and a half percent (37.5%). Software Support Services are
included in the initial license fee only during the first year after a copy
of Software is licensed.
4. CONFLICT. In the event of any conflicts or inconsistencies between the
provisions of this Addendum and the Agreement and/or any addenda thereto, the
provisions of this Addendum shall prevail. The remainder of the Agreement shall
remain in full force and effect, unamended.
This Addendum must be executed within sixty (60) days following MAY 2, 2000 to
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be valid.
ACCEPTED BY: ACCEPTED BY:
INTELLIGROUP, INC. AND ITS WHOLLY OWNED PEOPLESOFT, INC.
SUBSIDIARY EMPOWER, INC.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------- --------------------------------
Authorized Signature Authorized Signature
▇▇▇▇ ▇▇▇▇▇▇▇, VP Empower Solutions ▇▇▇▇ ▇▇▇▇▇▇▇, ALLIANCES V.P.
-------------------------------------- --------------------------------
Printed Name and Title Printed Name and Title
Effective Date: 5/5/00
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(To be completed by PeopleSoft)
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Standard Form
Agreement
RK 5/2/2000 3:23 PM
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PeopleSoft SOFTWARE AND SUPPORT SERVICE ADDENDUM TO THE
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EXHIBIT A
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SOFTWARE LICENSE TERMS AND CONDITIONS
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("LICENSE AGREEMENT")
1. DEFINITIONS
"DOCUMENTATION" means only technical publications relating to the use of the
Software, such as reference, user, installation, systems administrator and
technical guides, delivered by PeopleSoft to Company.
"IMPLEMENTATION TOOLS" shall consist only of software developed by Company,
using the Software licensed hereunder, which Company utilizes solely in
connection with the provision of Services to Customers. Implementation Tools do
not include any PeopleSoft Software.
"PEOPLETOOLS AND PEPPERTOOLS" means the underlying architecture from which the
Software is designed, and includes software application programming tools and
code.
"SCHEDULE(S)" means the independent Software product schedule or schedules
executed by the parties and which reference this Agreement. Each Schedule is a
separate and independent contractual obligation from any other Schedule.
"SITE" means a specific, physical location of Company's server as set forth in
the applicable Schedule that shall be the one location to which Support Services
are provided, if at all.
"SOFTWARE" means any or all portions of the then commercially available global
version of the binary computer software programs and enhancements thereto,
(including corresponding source code, unless specifically excluded elsewhere in
the Agreement) and Documentation delivered by PeopleSoft or made by Company only
as listed in the applicable Schedule. Software includes the third-party software
delivered by PeopleSoft as specified in the Schedule, and modifications made to
the Software. Software does not include source code to (i) PeopleTools; (ii)
third party Software; or to (iii) PepperTools. Unless specifically stated
otherwise, all Software is delivered to Company only if and when generally
commercially available.
2. LICENSE
2.1 PeopleSoft grants Company a non-exclusive, nontransferable license to use
the licensed Software, solely during the Term for the following limited
purposes:
a) To develop internal training programs for Company's employees and/or
consultants; and
b) To develop Implementation Tools solely for use in connection with
Company's provision of Services to Customers located in the Territory.
2.2 Company may NOT:
a) Distribute, transfer, market or resell a Software license to any
Customer or any other third party;
b) Provide Services to PeopleSoft distributors or resellers including,
but not limited to, ADP or Electronic Data Systems for further
distribution or marketing; or
c) Create modifications for multiple customer use unless specifically
authorized in advance in writing by PeopleSoft.
2.3 LAN copies of the Software shall be used solely at the Site specified in
the applicable Schedule. Single User copies of the Software shall be used solely
on equipment owned or leased by Company which is in the exclusive control of
Company. Company shall use any third party software products or modules provided
by PeopleSoft solely with PeopleSoft Software.
2.4 PeopleSoft shall provide Company with the number of copies of Software and
Documentation only as specified in the applicable Schedule. Company may make a
reasonable number of copies of the Software solely for archive or emergency
back-up purposes and/or disaster recovery testing purposes.
3. LICENSE EXCLUSIONS
3.1 Except as expressly authorized herein, Company shall not:
a) Copy the Software;
b) Cause or permit reverse compilation or reverse assembly of all or any
portion of the Software;
c) Distribute, disclose, market, rent, lease or transfer to any third
party any portion of the Software (including PeopleTools) or the
Documentation or use the Software or Documentation in any service
bureau arrangement, facility management or third party training;
d) Publish the results of Software performance benchmarks to any third
party without PeopleSoft's prior written consent;
e) Transfer the Software to a different software database platform
without the prior written consent of PeopleSoft and payment of any
additional fees which may be due;
f) Transfer the Software to a different Site without prior written notice
to PeopleSoft, and without paying applicable fees;
g) Export the Software in violation of U.S. Department of Commerce export
administration regulations; or
h) Use PeopleTools except solely in conjunction with Software.
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PeopleSoft SOFTWARE AND SUPPORT SERVICE ADDENDUM TO THE
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3.2 No license, right, or interest in any PeopleSoft trademark, trade name, or
service ▇▇▇▇ is granted hereunder.
4. TITLE AND PROTECTION. PeopleSoft (or its third-party providers) retains
title to all portions of the Software, derivative works and any copies thereof.
Title to the physical media for the Software vests in Company upon delivery. The
Software contains valuable proprietary information and trade secrets, and shall
be treated as Confidential Information. Company shall affix, to each full or
partial copy of the Software made by Company, all copyright and proprietary
information notices as were affixed to the original. If Company creates a
Software modification using PeopleTools, Company shall only have title in such
modification that remains after PeopleTools has been separated from the
modification. Company shall use modifications to the Software solely in
accordance with this Agreement. In the event Company provides Software
modifications to PeopleSoft, PeopleSoft shall have a perpetual, royalty-free
license from Company to use, enhance and incorporate such modifications into
PeopleSoft's software products for general use and distribution. Not
modification, however extensive, shall diminish PeopleSoft title or right to the
Software. The obligations set forth in this paragraph shall survive termination
of this Agreement.
5. PATENT AND COPYRIGHT INDEMNITY. PeopleSoft shall indemnify and defend
Company against any claims that the Software infringes any United States or
Canadian patent or copyright; provided that PeopleSoft is given prompt notice of
such claim and is given information, reasonable assistance, and sole authority
to defend or settle the claim. In the defense or settlement of the claim,
PeopleSoft shall, in its reasonable judgment and at its option and expense: (i)
obtain for Company the right to continue using the Software, (ii) replace or
modify the Software so that it becomes noninfringing while giving equivalent
performance; or (iii) if PeopleSoft cannot obtain the remedies in (i) or (ii),
as its sole obligation, terminate the license for the infringing Software, and
upon receipt of the infringing Software, return only the license fees paid by
Company for such Software, prorated over a five year term from the applicable
Schedule Effective Date PeopleSoft shall have no liability to indemnify or
defend Company if the alleged infringement is based on: (i) a modification of
the Software by anyone other than PeopleSoft or (ii) the use of the Software
other than in accordance with the Documentation or the terms set forth in this
Agreement. The obligations set forth in this paragraph shall survive termination
of this Agreement.
6. DEFAULT AND TERMINATION
6.1 Any of the following shall constitute an event of default:
a) Company fails to perform any of its obligations under the Sections entitled
"License Exclusions" or "Title and Protection"; or
b) Either party fails to perform any other material obligation under this
License Agreement and such failure remains uncured for more than thirty
(30) days after receipt of written notice thereof.
6.2 If an event of default occurs, the nondefaulting party, in addition to any
other rights available to it under law or equity, may terminate this Agreement
and all licenses granted hereunder by written notice to the defaulting party.
Except as otherwise specifically stated herein, remedies shall be cumulative and
there shall be no obligation to exercise a particular remedy.
6.3 Within ten (10) days following the termination of this License Agreement,
Company shall certify in writing to PeopleSoft that all copies of the Software
and Documentation in any form, including partial copies within modified
versions, have been destroyed or returned to PeopleSoft.
7. LIMITED WARRANTY. PeopleSoft warrants that it has title to the Software
and/or the authority to grant licenses to use the third party Software.
PeopleSoft warrants that the Software will perform substantially in accordance
with the Documentation for a period of one (1) year from the date of initial
installation and that the Software media is free from material defects.
PeopleSoft does not warrant that the Software is error-free. PeopleSoft's sole
obligation is limited to repair or replacement of the defective Software,
provided Company notifies PeopleSoft of the deficiency within the one-year
period and provided Company has installed all Software updates provided by
PeopleSoft's technical support service. PEOPLESOFT DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
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PeopleSoft SOFTWARE AND SUPPORT SERVICE ADDENDUM TO THE
Logo here SERVICE ALLIANCE MASTER AGREEMENT
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EXHIBIT B
---------
SOFTWARE SCHEDULE #1
--------------------
This Schedule to the License Agreement is made as of the Addendum Effective Date
between PeopleSoft and Company. This Schedule is part of the License Agreement
incorporate by reference in the Addendum. Capitalized terms shall have the
meaning ascribed to them in the License Agreement, Handwritten or typewritten
text (other than information which is specifically called for in the spaces
provided) which purports to modify or supplement the printed text of this
Schedule shall have no effect and shall not add to or vary the terms of the
License Agreement. All Software listed herein is deliverable only if any when
generally available.
--------------------------------------------------------------------------------------------------------------------------
PRIMARY CONTACT BILLING INFORMATION SHIPPING/SITE INFORMATION
--------------------------------------------------------------------------------------------------------------------------
Contact: ▇▇▇▇ ▇▇▇▇▇▇▇ Contact: Same Contact: Same
--------------------------------------------------------------------------------------------------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. Address: Same Address: Same
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
--------------------------------------------------------------------------------------------------------------------------
Email: ▇▇▇▇_▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Email: same Email: same
--------------------------------------------------------------------------------------------------------------------------
Phone: ▇▇▇-▇▇▇-▇▇▇▇ Phone: same Phone: same
--------------------------------------------------------------------------------------------------------------------------
Fax: ▇▇▇-▇▇▇-▇▇▇▇ Fax: same Fax: same
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
Software/Service Database OS Per # Total
(indicate specific Software modules or "suite")** Release Platform Copy Copies License
License Fee***
Fee
--------------------------------------------------------------------------------------------------------------------------
None No Fee $0.00
--------------------------------------------------------------------------------------------------------------------------
TOTAL SOFTWARE LICENSE: No Fee US$
0.00
--------------------------------------------------------------------------------------------------------------------------
* LAN versions are unlimited Users.
** Please refer to attached Software Product Descriptions for details about
software modules contained in each product description.
*** Company shall pay all amounts due hereunder within thirty (30) days from
the date of the invoice.
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PeopleSoft SOFTWARE AND SUPPORT SERVICE ADDENDUM TO THE
Logo here SERVICE ALLIANCE MASTER AGREEMENT
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LICENSE TO USE SOFTWARE PREVIOUSLY LICENSED UNDER SEPARATE AGREEMENTS
The parties agree that the following list of Software is a true and complete
list of the PeopleSoft Software currently in the possession of Licensee, which
Software Licensee desires to keep, and that such Software was previously
licensed under the terms of one or more other agreements which have expired or
are superseded by this Agreement. PeopleSoft hereby grants a license to Licensee
to continue to use the following Software solely pursuant to Exhibit A, Software
License Terms and Conditions, contained herein and executed herewith. The
parties further agree that any such prior agreement under which any of the below
listed Software was licensed is hereby superseded. Licensee represents and
warrants that any PeopleSoft software in possession which is not listed herein
will be destroyed or returned to PeopleSoft within ten (10) days of the
execution of this Agreement. Software support services will continue to be
provided on the below listed Software in accordance with the terms of
PeopleSoft's current standard published Alliance Software Support Services Terms
and Conditions, a copy of which can be found on PeopleSoft Alliance Connection,
upon PeopleSoft's receipt of the annual support services fees at the rates
previously agreed upon in the expired or superseded agreements. Licensee
understands and agrees that PeopleSoft will invoice Licensee for all Software
support services for the below listed Software on one annual invoice, on which
PeopleSoft will pro-rate fees as appropriate.
SOFTWARE MODULE/SUITE RELEASE DATABASE PLATFORM COPIES DATE ACQUIRED
-------------------------------------------------------------------------------------------------------
HRMS Suite 6.0 Oracle (LAN)* 1 07/15/97
Financials Suite 6.0 Oracle (LAN)* 1 07/15/97
Distribution Suite 6.0 Oracle (LAN)* 1 07/15/97
Manufacturing Suite 6.0 Oracle (LAN)* 1 07/15/97
HRMS Suite Application Update 7.0 Oracle (LAN)* 1 01/08/98
Financials Suite Application Update 7.0 Oracle (LAN)* 1 01/08/98
Distribution Suite Application Update 7.0 Oracle (LAN)* 1 01/08/98
Manufacturing Suite Application Update 7.0 Oracle (LAN)* 1 01/08/98
HRMS Suite Application Update 7.5 Oracle (LAN)* 1 06/16/98
Financials Suite Application Update 7.5 Oracle (LAN)* 1 06/16/98
Distribution Suite Application Update 7.5 Oracle (LAN)* 1 06/16/98
Manufacturing Suite Application Update 7.5 Oracle (LAN)* 1 06/16/98
Student Administration Suite 7.0 Single User 1 09/01/98
Student Administration Suite Application Update 7.5 Single User 1 01/22/99
Financials Suite Public Sector 7.0 Single User 1 06/18/99
Financials Suite Public Sector 7.0 MS SQLServer (LAN)* 1 06/18/99
HRMS Suite Education & Govt 7.5 Single User 1 06/18/99
HRMS Suite Education & Govt 7.5 MS SQLServer (LAN)* 1 06/18/99
Student Administration Suite 7.5 Single User 1 06/18/99
Student Administration Suite 7.5 MS SQLServer (LAN)* 1 06/18/99
ACCEPTED BY: ACCEPTED BY:
INTELLIGROUP, INC. AND ITS WHOLLY OWNED PEOPLESOFT, INC.
SUBSIDIARY EMPOWER, INC.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------- --------------------------------
Authorized Signature Authorized Signature
▇▇▇▇ ▇▇▇▇▇▇▇, VP Empower Solutions ▇▇▇▇ ▇▇▇▇▇▇▇, ALLIANCES V.P.
-------------------------------------- --------------------------------
Printed Name and Title Printed Name and Title
----------------------
Standard Form
Agreement
RK 5/2/2000 3:23 PM
----------------------
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PeopleSoft SOFTWARE AND SUPPORT SERVICE ADDENDUM TO THE
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SOFTWARE PRODUCT DESCRIPTIONS
(NONE)
Page 6 of 6