EXHIBIT 10.11
mdbs
Micro Data Base Systems, Inc.
Business Partner 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 to become a Business Partner of mdbs by fulfilling
the requirements thereof; and
WHEREAS: the parties have entered into a Tailored Technical Service
Agreement and a Cooperative Sales Support Agreement, copies of which are
attached hereto; and
WHEREAS: the parties recognize the benefits and responsibilities associated
with this Business Partner relationship.
THEREFORE, for due consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. ENTITLEMENTS AND OBLIGATIONS
a) Customer shall be accorded the status of Business Partner and shall be
entitled to all the rights and privileges thereof.
b) Customer shall receive Business Partner Pricing, as defined in
Addendum I of this Agreement, provided Customer is in full compliance
with the terms of this Agreement, the Tailored Technical Services
Agreement, and the Cooperative Sales Support Agreement.
c) In order to be a Business Partner, Customer must be a licensed end
user of mdbs Development System software.
d) 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, 1999.
b) mdbs shall have the right to terminate this Agreement in the event of
a breach by Customer by giving Customer written notice of termination.
This Agreement shall also terminate upon the termination or expiration
of either the Tailored Technical Services Agreement, or the
Cooperative Sales Support Agreement. A breach by Customer under
either the Tailored Technical Services Agreement or the Cooperative
Sales Support Agrement 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) Upon termination of this Agreement, for any reason, all rights and
privileges of Customer regarding this Business Partner Agreement,
including but not limited to Business Partner pricing, shall cease
immediately, and mdbs' then current list prices, with no quantity or
other discounts, shall apply to any and all transactions from and
after the date of breach giving rise to mdbs' right to terminate. All
outstanding obligations of the parties existing at the time of any
such termination shall remain in full force and effect. Upon
termination, Customer will remit any appropriate price adjustments,
including that for any unused tokens. Any End User License Agreement
or Runtime Distribution License Agreement shall remain in full force
and effect unless and until terminated pursuant to those agreements.
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, the Tailored Technical Services
Agreement, and the Cooperative Sales Support Agreement represent 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 unenforecable 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ August 22, 1997 /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ September 3, 1997
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Signature and Date Signature and Date
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ VP & CFO ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Contract Administrator
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Name and Title Name and Title