EXHIBIT 10.12
mdbs
Micro Data Base Systems, Inc.
TAILORED TECHNICAL SERVICES AGREEMENT
This Agreement is between Fourth Shift Corporation (hereinafter referred to
as "Customer") and Micro Data Base Systems, Inc. (hereinafter referred to as
"mdbs").
WHEREAS: Customer desires a Tailored Technical Services Agreement to meet
its specific requirements; and
WHEREAS: mdbs will provide Customer with services and other support at the
rates and conditions set forth herein; and
WHEREAS: the parties intend to enter into an mdbs Business Partner Agreement.
NOW, THEREFORE, for due consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. ENTITLEMENTS AND OBLIGATIONS
a) mdbs will provide the services described in detail on Addendum I to
this Agreement.
b) Customer will provide payment(s) in accordance with the schedule on
Addendum II to this Agreement. Tailored Technical Services fees are
non-refundable.
c) For any breach of this or related Agreements, any discounts will end
and current list prices shall apply.
d) In order to execute this Agreement, Customer must be a licensed end
user of mdbs Development System software.
e) Customer agrees that the contents of this Agreement and its Addenda,
and any extensions or modifications thereto, shall be held in strict
confidence and not released to any third party without the prior
written consent of mdbs, or as required by a court of competent
jurisdiction. This obligation shall survive termination of this
Agreement.
2. TERM
a) The term of this Agreement is July 1, 1997 through June 30, 1998.
b) If a Business Partner Agreement is in effect, any termination or
expiration of this Agreement shall concurrently terminate the Business
Partner Agreement, and Customer will no longer be entitled to the
rights and privileges of Business Partner status. mdbs shall have
the right to terminate this Agreement in the event of a breach by
Customer by giving Customer written notice of termination. A
breach by Customer under either the Business Partner Agreement or
the Cooperative Sales Support Agreement shall constitute a breach
hereunder, and in such event mdbs shall have the right to terminate
this Agreement upon written notice to Customer. A breach or
termination of any of Customer's End User or Runtime Distribution
License Agreements shall also constitute a breach hereunder, and in
such event mdbs shall have the right to terminate this Agreement
upon written notice to Customer.
c) For any breach of this Agreement, as well as overdue payment, mdbs
shall have the right to immediately suspend all support services
including Technical Support Releases, and current list prices
shall apply for any other products and services.
d) In the event that termination of this Agreement is the result of
non-payment, violation of licensing agreements, or any other breach
of applicable agreements, mdbs will be entitled to all available
damages and remedies provided under all applicable agreements, and
as otherwise provided by law, including reimbursement for
reasonable attorney's fees and enforcement costs.
3. MISCELLANEOUS
a) No employment, joint venture, partnership or agency relationship is
created by this Agreement. Customer has no right or authority to
bind mdbs to any obligation or in any other manner. This Agreement
is governed by the laws of the State of Indiana, the United States
and the Universal Copyright Convention. Disputes, claims, and
litigation under this Agreement shall be subject to the exclusive
venue and jurisdiction of a court of competent authority in
Tippecanoe County in Indiana. This Agreement represents the entire
agreement between the parties regarding the subject matter
pertaining hereto; no verbal representations are binding; any
amendment to this Agreement must be signed by both parties to be of
any force or effect.
b) If any provision of this Agreement (or portion thereof) is
determined to be invalid or unenforceable, the remaining provisions
of this Agreement shall not be affected thereby and shall be
enforceable as though said invalid or unenforceable provision (or
portion thereof) is not contained in this Agreement. The failure of
either party to this Agreement to insist upon the strict performance
of any of the provisions contained herein shall in no way constitute
a waiver by either in the performance of or compliance with any of
the terms and conditions set forth in this Agreement.
c) This Agreement may not be assigned without the prior written consent
of mdbs, which such consent will not be unreasonably withheld. mdbs
reserves the right to assign this Agreement.
Signed: Fourth Shift Corporation Micro Data Base Systems, Inc.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Signature Signature
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ VP & CFO ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Contract Administrator
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Name and Title Name and Title
August 22, 1997 September 3, 1997
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Date Date