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EXHIBIT 10.25
Agreement 350-132
This is an agreement between International Business Machines Corporation (IBM),
a New York Corporation, and Synon Corporation (Synon), located at ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Pursuant to this Agreement, IBM and Synon
will cooperatively develop object-based class libraries (Class Libraries) as
set forth below.
l. PURPOSE
IBM and Synon hereby establish the terms for the Synon IBM Class
Library Endeavor (SIRCLE), whereby they will develop Class Libraries
for use by IBM and Synon's customers and business partners. The Class
Libraries will be developed in IBM's "Jumpstart" laboratory (Jumpstart
Lab) in Rochester, Minnesota, and marketed to Independent Software
Vendors (ISVs) and customers.
2. TERM
The term of this Agreement will begin when this Agreement is executed
by both parties, and end December 31, 1997, subject to earlier
termination as permitted by this Agreement.
3. TERMINATION
A. Termination of Agreement
Either party may terminate this Agreement at any time for
cause, upon written notice, as provided herein. Either party
may also terminate this Agreement at any time without cause
upon ninety (90) days' prior written notice, in either case,
with no obligations, or liability to each other for damages of
any kind, other than as provided herein.
B. Termination for Cause
Either party may terminate this Agreement for cause upon the
material breach by the other party of in obligations under
this Agreement. For purposes of this Section, material breach
shall include, but not be limited to, the following:
1) The commencement of any proceeding, voluntary or
involuntary, in bankruptcy, insolvency, dissolution
or liquidation by or against the other party.
2) Other than the assignment of assets for purposes of
securing financing in the ordinary course of
business, any assignment of assets for the benefit of
creditors.
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3) Any assignment of this Agreement, or any obligation
or right under it to an entity other than a parent or
subsidiary company, to include without limitation, a
transfer of a majority interest in either company,
the sale, acquisition or merger or either company
with a third party who is not a parent or subsidiary
company, without the other party's prior written
consent as provided herein.
4) Either party is subject to property attachment or
court injunction or court order which affects its
ability to perform under this Agreement.
5) The failure of either party to substantially conform
with its obligations under this Agreement and any of
its attachments.
Termination of this Agreement or exercise of rights and
remedies provided under this Agreement shall not be exclusive
and shall not in any way limit any actions at law or otherwise
that a party hereto may be entitled.
4. RESPONSIBILITIES
A. General Responsibilities
IBM and Synon hereby agree that the SIRCLE project outline,
attached to this Agreement as Exhibit A, is the general
statement of milestones and deliverables required by IBM and
Synon under this Agreement. IBM and Synon agree that from
time to time during this Agreement, said milestones and
deliverables may need to be modified or revised. IBM and
Synon agree that before any modifications are nude to Exhibit
A, each party's technical coordinator must provide his or her
written approval.
B. Overview of IBM Responsibilities
In addition to those responsibilities set forth in Exhibit A,
IBM shall:
1) Work with Synon to determine which Class Libraries
Synon will create under this Agreement;
2) Review and provide feedback to Synon regarding the
Class Libraries designed and developed by Synon under
this Agreement;
3) Provide funding to support SIRCLE, including funding
for two developers with demonstrated Obsydian
proficiency and one IBM project manager who will
oversee the management of SIRCLE on behalf of IBM;
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4) Make available for Synon's use the necessary office
space at IBM's Rochester facility in which Synon
shall conduct its object technology development
efforts; and
5) IBM will provide for Synon's use on IBM's premises
one (1) AS/400 model # 40S and any personal computer
equipment that Synon needs to work on its class
libraries while at IBM's Rochester facility.
C. Overview of Synon Responsibilities
In addition to those responsibilities set forth in Exhibit A,
Synon shall:
1) Prepare for, and take to market (i.e. creation of
Class Library demonstration), completed Class
Libraries;
2) Demonstrate for IBM's review and acceptance each
Class Library and ISV prototype application; and
3) Provide staffing to support SIRCLE, including one
senior application designer with demonstrated
Obsydian proficiency and at least two ISV interns
with demonstrated expertise with the Obsydian tool.
D. Overview of Joint IBM and Synon Responsibilities
IBM and Synon agree that in addition to the above-identified
responsibilities, as well as those set forth in Exhibit A,
both parties jointly shall:
1) Oversee overall management responsibility for
activities conducted in and by the Jumpstart Lab;
2) Use the Obsydian tool to develop class libraries that
utilize AS/400 advanced functions, including
Facsimile Support/400; and
3) Work cooperatively to determine whether additional
Class Libraries should be developed.
5. DELIVERABLES
Under this Agreement, Synon shall deliver the following:
[ ]*
* Confidential treatment has been requested from the Securities and Exchange
Commission. Omitted portions have been filed separately with the
Commission.
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6. TECHNICAL COORDINATORS
As set forth below, each party shall have a technical coordinator
assigned to the SIRCLE project. It shall be the responsibility of
each technical coordinator to review and approve the creation of Class
Libraries that shall be developed using the Obsydian tool.
Technical Coordinators:
IBM: ▇▇▇▇▇ ▇▇▇▇▇▇▇
IBM Corporation
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone:(507) ▇▇▇- ▇▇▇▇
Facsimile:(507) 253- 4884
e-mail:▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇.▇▇▇
Synon: ▇▇▇▇ ▇▇▇▇▇▇
Synon Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone:(▇▇▇) ▇▇▇-▇▇▇▇
Facsimile:(▇▇▇) ▇▇▇-▇▇▇▇
e-mail:▇▇▇@▇▇▇▇▇.▇▇▇.
7. COMPENSATION
Except as otherwise set forth in this Agreement, it is understood that
neither party will compensate the other for the services and
Deliverables furnished in accordance with the provisions of this
Agreement and Exhibit A. Synon is responsible for the payment of all
taxes associated with the provision of its services and Deliverables
to IBM under this Agreement. There are no express or implied rights
by Synon to receive commissions, royalties, finder's fees or other
consideration from IBM.
Synon is solely liable for payment to all third parties with whom it
deals in carrying out the terms of this Agreement. Synon agrees to
incorporate in order forms and contracts with such third parties a
statement that the third party shall look solely to Synon for payment
and to no other party.
8. ROYALTY PAYMENTS TO IBM
[ ]*
* Confidential treatment has been requested from the Securities and Exchange
Commission. Omitted portions have been filed separately with the
Commission.
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[ ]*
Payments: Any royalty payments owing to IBM will be due within
30 days after the close of each calendar quarter and
will be made payable to IBM Corporation at the
following address:
IBM Corporation
Attn: Accounts Receivable
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇
Audit: Synon will maintain complete and accurate records for two (2)
years following the termination or expiration of this Agreement, which
an accounting organization selected by IBM will have access to, upon
reasonable notice
9. RIGHTS IN DATA
A. This Agreement does not grant IBM a license to any of Synon's
copyrights in the Class Libraries. This Agreement does not ▇▇▇▇▇
▇▇▇▇▇ a license to any of IBM's copyrights, patents or other
intellectual property rights in any materials provided to Synon by IBM
hereunder.
▇. ▇▇▇▇▇ hereby grants to IBM (1) a worldwide, non-exclusive,
irrevocable, and royalty-free license to use, execute, reproduce,
distribute copies of, display and combine the Class Libraries with any
equipment for testing and demonstration purposes within IBM and
demonstration purposes outside of IBM, and (2) the right to authorize
its majority owned subsidiaries to do any of the foregoing.
▇. ▇▇▇▇▇ hereby grants to IBM a worldwide, non-exclusive,
irrevocable and royalty-free license to use, in any manner it deems
appropriate and without accounting to Synon, any patentable invention
or process which is conceived or reduced to practice by Synon during
the course of this Agreement and as a result of activities hereunder.
IBM may license its subsidiaries to do any of the foregoing.
10. INDEMNIFICATION
Synon agrees to fully indemnify, defend, and hold ]IBM harmless
against any claim that the Class Libraries, or any preexisting work
from which the Class Libraries are prepared, infringe any intellectual
property right of any third party or any other claims arising from the
Class Libraries.
11. WARRANTY
* Confidential treatment has been requested from the Securities and Exchange
Commission. Omitted portions have been filed separately with the
Commission.
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Neither party makes any warranty in connection wit this Agreement.
IBM does not represent or commit that any future IBM announcements or
products related to this effort, including interface data related to a
product, will be made available. Any planned or existing IBM products
or announcements are subject to change without notice. All
information, materials, and services furnished by either party under
this Agreement will be on an "AS IS" basis. THE PARTIES EXPRESSLY
DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
12. GENERAL
Notices: Any notice required or permitted under this Agreement should
be sent to the applicable technical coordinator. Notices are
effective when received by the appropriate coordinator as demonstrated
by reliable written confirmation (i.e., certified mail receipt,
courier receipt or facsimile confirmation sheet).
Limitations: IBM's entire liability and Synon's exclusive remedy for
actual damages from any cause whatsoever relating to the subject
matter of this Agreement will be limited to $25,000 or the value of
this Agreement, whichever is less. This limitation will apply, except
as otherwise stated in this section, regardless of form of action,
whether in contract or in tort, including negligence. This limitation
will not apply to claims by Synon for bodily injury or damage to real
property or tangible personal property for which IBM is legally
liable.
IN NO EVENT WILL IBM OR ITS SUBSIDIARIES BE LIABLE FOR ANY LOST
REVENUE, LOST PROFITS OR CONSEQUENTIAL, INCIDENTAL OR PUNITIVE
DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Freedom of Action: This Agreement will not restrict either party from
developing, acquiring, and marketing products, services, and materials
that are competitive with the Class Libraries or other products,
irrespective of any similarities that may exist.
Trademarks: This Agreement (does not ▇▇▇▇▇ ▇▇▇▇▇ any right to use
IBM's trademarks, trade names or service marks in connection with any
of your products, services, or publications, however, Synon may
represent that the Class Libraries operate with certain IBM systems so
long as the reference is accurate and not misleading.
Assignment: This Agreement is not assignable without the prior
written consent of the other party, except that IBM may at its option
assign this Agreement to IBM subsidiaries.
Governing Law: New York law shall govern the terms of this Agreement.
Entire Agreement: This Agreement and any of its attachments are the
complete and
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exclusive agreement between the parties relating to the subject
matter. In the event of a conflict, the terms of Exhibit A shall
govern.
By signing below for our companies, each of us agrees to the terms of this
Agreement. Once signed, 1) both parties agree any reproduction of it made by
reliable means (for example, photocopy or facsimile) is an original unless
prohibited by local law and 2) activities are subject to it.
Agreed To: Agree To:
Synon Corporation International
Business
Machines Corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------- -------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------- -----------------------------
Date: 3-24-97 Date: 4/1/97
--------------------------- -----------------------------
Address: Synon Corporation Address: IBM Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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SYNON IBM
EXHIBIT A to Agreement 350-132
SIRCLE Project outline.
MILESTONES AND DELIVERABLES.
[ ]*
* Confidential treatment has been requested from the Securities and Exchange
Commission. Omitted portions have been filed separately with the
Commission.
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[ ]*
DEFINITIONS:
SYNON = Synon marketing/project coordinator
IBM = IBM lab coordinator
TEAM = Lab team staff
GROUP = Lab team staff and Class Library development staff
* Confidential treatment has been requested from the Securities and Exchange
Commission. Omitted portions have been filed separately with the
Commission.
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IBM Agreement for Exchange of Confidential Information
Supplement for Disclosure
--------------------------------------------------------------------------------
Agreement number: 92-0016
Supplement number: RST-08
Discloser: NAME AND ADDRESS OF RECIPIENT'S POINT OF CONTACT:
IBM X ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
----- Synon, Inc IBM Corporation
You X ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
----- ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ Rochester, MN 55901-7829
United States United States
Initial Disclosure Date: January 14, 1997 Final Disclosure Date: January 14, 2000
---------------- ----------------
Use the actual date of disclosure or the date on which Use the date on which the disclosure is to be
access to Information, such as may be contained in a completed or the date on which access to information
data base, is to be initiated. Information becomes will be terminated. The confidentiality period for
subject to this Supplement and the referenced Information extends from this date.
Agreement on this date.
NOTE: Both dates must be provided, even it they are the same.
Reminder: The Discloser must provide the Recipient a written summary promptly
after a disclosure that 1) is an oral presentation, 2) consists of the delivery
of items that are not marked with a restrictive legend of the Discloser or 3)
consists of access to Information that is not marked with a restrictive legend
of the Discloser.
Confidential Information:
The following is a nonconfidential description of Information the Discloser
wishes to disclose.
IBM may disclose to Synon, Inc confidential information regarding San Francisco
including:
- on-line documentation and class libraries for object APIs
- early release code
- early drivers
Synon, Inc may disclose to IBM confidential information including:
- product early design technical information
- product early design documentation
- product specifications
- feedback on product design
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ADDITIONAL TERMS AND CONDITIONS, IF ANY:
1. Synon agrees that the terms and conditions of the attached
International License Agreement for Early Release of Programs and
Materials shall apply to this Supplement and disclosures made
thereunder.
2. This Supplement will serve as written confirmation for any oral and/or
visual disclosure made under this Agreement consistent with the above
nonconfidential description.
3. Disclosed information continues to be subject to the referenced
Agreement for five (5) years following the date of disclosure.
4. The loading, if any, of Synon's programs, data or source code which
may be considered confidential by Synon, into any AS/400 System at IBM
will not be considered disclosure of confidential information from
Synon to IBM, except to the extent that such programs, data or source
code are actually reviewed by IBM employees. IBM shall review
such programs, data or source code only to the extent that Synon's
employees approve, and only to the extent necessary to allow IBM
to provide Synon the most appropriate technical assistance. Synon's
programs, data or source code will be subject to System security
functions and will be removed from the System at the conclusion of the
technical assistance.
IBM neither makes nor implies any guarantee with respect to System
availability, function, performance, or quality of the final result of
activities performed under this Agreement.
________________________________________________________________________________
Both of us agree that this Supplement and the IBM Agreement for Exchange of
Confidential Information are the complete and exclusive agreement regarding
this disclosure and replace any prior oral or written communications between
us. Any reproduction of this Supplement made by reliable means (for example,
photocopy or facsimile) is considered an original.
THE ONLY TIME BOTH OF US ARE REQUIRED TO SIGN THIS SUPPLEMENT IS WHEN IT
CONTAINS ADDITIONAL TERMS.
Agreed to: Agreed to.
SYNON, INC INTERNATIONAL BUSINESS MACHINES CORPORATION
By By
------------------------------- -------------------------------
Authorized signature Authorized signature
Name (type or print): Name (type or print): M. ▇▇▇▇▇▇ TUNE
Date: Date: JANUARY 10, 1997
Identification number: 8722774 Agreement number: 92-0016
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ IBM Office address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
After signing, please return a copy of this Agreement to the local "IBM Office
address" shown above.
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IBM Agreement for Exchange of Confidential Information
Security Requirements
________________________________________________________________________________
Agreement Number: 92-0016
Supplement Number: RST-08
You and IBM agree that the following additional terms and conditions apply to
Confidential Information (Information) that is disclosed under the provisions
of the Agreement for Exchange of Confidential Information and is described in
the referenced Supplement.
These terms and conditions prevail over those of the referenced Agreement, but
do not prevail over those of the referenced Supplement. Any changes or
exceptions must be approved in writing by the Discloser. Subject to such
approval, the Recipient will implement security measures comparable to the
minimum requirements set forth below. The Recipient will conduct periodic
audits to ensure compliance with Security Requirements.
1. GENERAL SECURITY REQUIREMENTS
The Recipient will protect Information by:
a. providing secure, lockable work facilities where all work using
Information will be performed and where all copies of Information
will be kept. The Recipient will restrict access to such
facilities to authorized persons and will store all copies of
Information in secure, locked storage facilities. Copying of
Information will be authorized by the Discloser;
b. marking storage media, printed material, machine readable files
and other similar materials that are copies of extracts of
Information with the restrictive legend provided by the Discloser;
c. using a written receipt and acknowledgment system for transmittal
of Information between the Discloser and the Recipient;
d. upon request, returning to the Discloser for disposition or
destroying all copies of Information;
e. recording and investigating all unauthorized attempts to gain
access to Information. The Recipient will promptly notify the
Discloser of any loss, theft or unauthorized disclosure of
Information;
f. maintaining current and historical records, indicating as
applicable, 1) each person authorized to access Information and
the relevant date(s), 2) each copy of Information and to whom
distributed, 3) each encryption key and password and to whom
disclosed, and 4) each physical storage media containing
Information and its disposition, and 5) each audit conducted and
its results. The Recipient will make such records available to the
Discloser upon request; and
g. using appropriate security precautions when traveling with
Information such as not putting Information in baggage that will
be checked and not leaving Information unsecured.
2. SYSTEMS SECURITY REQUIREMENTS
If Information is delivered to the Recipient in softcopy form or is
stored electronically in the Recipient's Information processing
system(s), the Recipient will also implement the following requirements
for such Information:
a. each multiple-user information processing system will have
password-controlled access. Each user will have a unique user ID
and associated password. Datasets will be protected and passwords
will be controlled by IBM Resource Access Control Facility (RACF)
or a security program providing equivalent protection. Otherwise,
each dataset containing Information will be password protected
and, if practical, each password will be unique. Local Area
Network environments will have controls similar to the
requirements set forth above. Access to Information on standalone
workstations will be controlled. When such systems are not in use,
Information will be secured.
b. each password will be randomly selected, non- obvious and
non-trivial. Log on passwords will be changed at least every 60
days. Dataset passwords will be changed at least every six months;
c. dial-up facilities will be protected by a secure call-back system
or other secure method;
d. if required by the Discloser, Information will be encrypted when
it is electronically transmitted outside the Recipient's
facilities or when public communications facilities are used;
e. sharing of passwords and disclosure of passwords and encryption
keys will be limited to authorized persons;
f. displaying and printing of passwords will be either inhibited or
masked; and
g. before any physical storage media containing Information is
released for reuse, it will be degaussed or completely
overwritten.
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IBM INTERNATIONAL LICENSE AGREEMENT FOR EARLY RELEASE OF PROGRAMS AND
MATERIALS
PART 1 - GENERAL TERMS
________________________________________________________________________________
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE PROGRAM OR MATERIAL. IBM
WILL ONLY LICENSE THE PROGRAM OR MATERIAL TO YOU IF YOU FIRST ACCEPT THE TERMS
OF THIS AGREEMENT. REGARDLESS OF HOW YOU ACQUIRE THE PROGRAM OR MATERIAL
(ELECTRONICALLY, PRELOADED, ON MEDIA OR OTHERWISE), BY USING THE PROGRAM OR
MATERIAL YOU AGREE TO THESE TERMS.
The Program or Material is owned by the International Business Machines
Corporation or its subsidiaries (IBM) or IBM's Suppliers, and is copyrighted
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or partial copies of it, including portions merged into other Programs. A
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The term "Early Release" means that the Program or Material is not formally
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INCLUDES PART I - GENERAL TERMS AND PART 2 - COUNTRY UNIQUE TERMS. THE TERMS
OF PART 2 MAY REPLACE OR MODIFY THOSE OF PART 1.
1. LICENSE:
Under this license, you may use the Program or Material (and any copies of it)
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This exclusion also applies to any of IBM's subcontractors, suppliers or
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3. LIMITATION OF LIABILITY:
NEITHER IBM NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES,
INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, OR ANY INCIDENTAL,
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4. RIGHTS IN DATA:
You hereby assign to IBM all right, title, and interest (including ownership of
copyright) in any data, suggestions, and written materials related to your use
of the Program or Material you provide to IBM. If IBM requires it, you agree
to sign an appropriate document to assign such rights.
5. GENERAL
Neither of us will charge the other for this license or any work performed as a
result of this Agreement.
You agree to: 1) maintain a record of all copies of the Program or Material
and 2) ensure that anyone who uses the Program or Material (accessed either
locally or remotely) does so only for your authorized use and complies with the
terms of this Agreement.
All Materials licensed under this Agreement shall be subject to the terms and
conditions of 92-0016.
IBM may terminate this license immediately if you fail to comply with the terms
of this Agreement. If we do so, you agree to immediately destroy the Program
or Material and all copies you made of it.
Neither you nor IBM is responsible for failure to fulfill any obligations due
to causes beyond its control.
You may not export the Program or Material.
This Agreement is governed by the laws of the country in which you acquired the
Program or Material except: 1) in Australia, this Agreement will be governed by
the laws of the State or Territory in which the transaction is performed; 2) in
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the State of New York govern this agreement.
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IBM INTERNATIONAL LICENSE AGREEMENT FOR EARLY RELEASE OF PROGRAMS AND
MATERIALS
PART 2 - COUNTRY UNIQUE TERMS
________________________________________________________________________________
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AUSTRALIA: NO WARRANTY (SECTION 2): The warranties specified this Section are
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LIMITATION OF LIABILITY (SECTION 3): The following paragraph is added to this
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Where IBM is in breach of a condition or warranty implied by the Trade
Practices ▇▇▇ ▇▇▇▇, IBM's liability is limited to: (a) where IBM supplied
services, the cost of having the services supplied again, or (b) where IBM
supplied goods, the repair or replacement of the goods, or the supply of
equivalent goods. Where that condition or warranty relates to right to sell,
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for personal, domestic or household use or consumption, then none of the
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NEW ZEALAND: NO WARRANTY (SECTION 2): The warranties specified this Section
are in addition to any rights you may have under the Consumer ▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ or other legislation which cannot be excluded or limited. ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ will not apply in respect of any goods or services which we
provide, if you require the goods and services for the purposes of a business
as defined in the ACT.
LIMITATION OF LIABILITY (SECTION 3): The following paragraph should be added to
this Section:
Where products or services are not acquired for the purposes of a business as
defined in the Consumer ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, the limitations in this Section
are subject to the limitations in that Act.
EUROPE, MIDDLE EAST, AFRICA (EMEA)
GERMANY: NO WARRANTY (SECTION 2): The warranty for an IBM Program covers the
functionally of the Program for its normal use. In case a Program is delivered
without specifications, IBM will only warrant that the Program information
correctly describes the Program and that the Program can be used according to
the Program information. The minimum warranty period is six (6) months.
LIMITATION OF LIABILITY (SECTION 3): The limitations and exclusions specified
in the Agreement will not apply to damages caused by us with intention or gross
negligence. IBM is liable for assured characteristics.
IRELAND: NO WARRANTY (SECTION 2): Except as expressly provided in these terms
and conditions, all statutory conditions, including all warranties implied, but
without prejudice to the generality of the foregoing all warranties implied by
the Sale of Goods ▇▇▇ ▇▇▇▇ or the Sale of Goods and Supply ▇▇▇ ▇▇▇▇ are hereby
excluded.
UNITED KINGDOM: LIMITATION OF LIABILITY (SECTION 3): Add the following
paragraph at the end of the first paragraph:
The limitation of liability shall not apply to any breach of IBM's obligations
implied by Section 12 of the Sales of Goods ▇▇▇ ▇▇▇▇ or Section 2 of the Supply
of Goods and Services ▇▇▇ ▇▇▇▇.
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