1
**CONFIDENTIAL**
EXHIBIT 10.2
viaLINK
SOFTWARE LICENSE
This Software License ("License") is entered into as of this 12th day
of October, 1999 by and between The viaLink Company, an Oklahoma corporation
with its principal place of business at ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
("viaLink") and i2 Technologies, Inc., a Delaware corporation with its principal
place of business at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ .
WHEREAS, viaLink and i2 have contemporaneously herewith entered into an
Alliance and Marketing Agreement of even date herewith ("Alliance Agreement");
and
WHEREAS, this License is entered into to pursuant to and in furtherance
of said Alliance Agreement.
NOW, THEREFORE, in consideration of the above premises and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. DEFINITIONS: When used in this License, the capitalized terms listed
below shall have the following meanings. Any capitalized terms used in
this License that are not otherwise specifically defined in this
License shall have the meanings provided for by the definitions of such
terms as set forth in the Alliance Agreement, which definitions are
herein incorporated by reference as if fully set forth.
1.1. "CODE" shall mean computer programming code including, without
limitation, any programming code, scripts, HTML files,
configuration files, graphic files, database structures or other
software components of the viaLink Software and any Interface
Software, as such terms are hereinafter defined, excluding
therefrom, however, all code created and/or owned by any third
party (including, without limitation, operating systems and other
third party software and/or code which may be required or necessary
for its operation). Any reference to Code in this License shall
include both source and object Code.
1.2. "DERIVATIVE WORK" shall mean a work in any media that is based upon
one or more preexisting works (including, without limitation, the
viaLink Software and any Interface Software, all Code relating
thereto, Enhancements, Maintenance Modifications, and the
Documentation) so as to constitute a revision, modification,
translation, abridgement, condensation, expansion, equivalent, or
any other form into which such preexisting work(s) may be and/or
have been recast, transformed, and/or adapted, regardless of who
creates or participates in creation of such work,
1
2
**CONFIDENTIAL**
and regardless of the degree of its similarity to or difference
from the preexisting work(s) from which it has been derived. For
purposes hereof, a Derivative Work shall also include any
compilation or group of works that incorporates such a work or
preexisting work.
1.3. "DOCUMENTATION" shall mean user and operator manuals and other
written materials that relate to the viaLink Software and/or any
Interface Software. Documentation shall include written information
concerning Maintenance Modifications and Enhancements thereto.
1.4. "EFFECTIVE DATE" shall mean the Effective Date of the Alliance
Agreement.
1.5. "ENHANCEMENTS" shall mean modifications, additions, or
substitutions, other than Maintenance Modifications, made to Code
or Documentation that accomplish incidental, performance,
structural, functional, or other improvements and/or changes to
such Code.
1.6. "i2" shall only mean i2 Technologies, Inc. and (notwithstanding the
definition of "i2" set forth in the Alliance Agreement) shall not
include any of i2's Affiliates or subcontractors.
1.7. "MAINTENANCE MODIFICATIONS" shall mean modifications, updates, or
revisions made to Code or Documentation that correct errors,
support new releases of operating systems, or support new models of
input-output (I/O) devices with which such Code is designed to
operate.
1.8. "viaLINK SOFTWARE" shall mean the Code of the software identified
by viaLink as its Item Catalog and Chain Pricing software existing
as of the date of delivery to i2 pursuant to this License.
1.9. "INTERFACE SOFTWARE" shall mean such Code that may be developed
pursuant to the terms of this License and/or said Alliance
Agreement in order to facilitate or allow access to the viaLink
Services or viaLink Software.
1.10. "OWNED" means that the party(s) designated in this License as
owning certain Code and/or Documentation shall be deemed the author
and owner of such Code and/or Documentation for all purposes,
including copyright, patent and/or trademark and the holder of all
other rights and privileges pertaining to such ownership interest.
2. DELIVERY. viaLink shall deliver to i2 a copy of the Code of the viaLink
Software, including appropriate Documentation therefore, within thirty
(30) days following execution of this License.
2.1. During the Term of this License, each party shall deliver to the
other any Code for any Interface Software, and Enhancements and/or
Maintenance
2
3
**CONFIDENTIAL**
Modifications to the viaLink Software and/or any Interface Software
except to the extent that such Interface Software Code,
Enhancements or Maintenance Modifications have been developed
pursuant to a contract with a customer of viaLink or i2, as the
case may be, which restricts or prohibits the delivery of the same
as contemplated herein.
2.2. OWNERSHIP AND CROSS-LICENSING. During the Term of this License:
2.2.1. Any Interface Software and any Enhancements and/or Maintenance
Modifications to the Interface Software and/or viaLink
Software, including all Documentation relating thereto, (1)
developed at viaLink's sole effort or expense or (2) which are
designed or intended to operate within, on, or as part of the
viaLink Services operated, offered and/or maintained by
viaLink in the viaLink Market regardless of whether developed
or paid for by viaLink or i2, or any combination thereof,
shall be Owned by viaLink.
2.2.2. Any Interface Software and any Enhancements and/or Maintenance
Modifications to the Interface Software and/or viaLink
Software, including all Documentation relating thereto (1)
developed at i2's sole effort or expense and (2) which is
designed or intended to operate solely within, on, or as part
of the services and/or software operated, offered and/or
maintained by i2 on i2's or on an i2 customer's equipment
shall be Owned by i2.
2.2.3. Any Interface Software and any Enhancements and/or Maintenance
Modifications to the Interface Software and/or viaLink
Software, including all Documentation relating thereto that
are jointly developed by i2 and viaLink, except to the extent
set forth above, shall be deemed jointly Owned by both i2 and
viaLink, and neither party shall be entitled to assert such
jointly held Ownership against the other and neither party
shall be required to account to the other for any license fees
collected by a party for a subsequent license of such
software.
2.2.4. The Owner of any Code and/or Documentation covered by this
Section 2.2 shall (1) provide to the other party hereto the
source and object Code and Documentation for all such
Interface Software and any Enhancements and/or Maintenance
Modifications to the Interface Software and/or viaLink
Software, and (2) such other party, subject to the terms of
Section 3.2.1, shall be deemed to have a nonexclusive,
unrestricted, assignable, perpetual, world-wide, fully
paid-up, non-revocable license to use, modify, enhance, sell,
sublicense, and otherwise transfer and/or dispose of the same,
subject to the terms and conditions of this License.
3
4
**CONFIDENTIAL**
2.2.5. Each party shall execute such documents as reasonably required
by the other to carry out the intent of this Section 2.2.
3. LICENSE AND PERMISSIBLE TRANSACTIONS.
3.1. Subject to all of the conditions and restrictions contained in
Section 3.2 and elsewhere in this License, and further subject to
the terms, conditions and restrictions set forth in the Alliance
Agreement, viaLink hereby grants to i2, and i2 hereby accepts, a
limited, nonexclusive, non-transferable, non-assignable, world-wide
license to do only the following:
3.1.1. install and configure the viaLink Software and any Interface
Software on i2's computers and telecommunications equipment;
3.1.2. use the viaLink Software and any such Interface Software as
allowed by the Alliance Agreement;
3.1.3. Make, use, reproduce, copy and display marketing materials in
any media ("Marketing Materials") for purposes of promoting,
marketing and demonstrating the viaLink Software and any
Interface Software; provided, however, that all such Marketing
Materials shall use the viaLink Licensed Trademarks in full
compliance with the terms, conditions and restrictions of the
Alliance Agreement;
3.1.4. Make an archival or backup copy of the viaLink Software and
any Interface Software;
3.1.5. Notwithstanding anything to the contrary in this License or in
the Alliance Agreement, i2 shall be solely responsible for
obtaining at i2's cost: (1) any and all appropriate and
necessary licenses to any and all third party software
required for the operation of the viaLink Software and any
Interface Software licensed hereunder, (2) any and all
hardware required for the operation of said viaLink Software
and any Interface Software, and (3) any and all necessary
telecommunications and/or Internet services and/or connections
required for the operation of the viaLink Software and any
Interface Software.
3.2. LICENSE RESTRICTIONS.
3.2.1. At no time during the Term of this License, and for such
additional period, if any, set forth in the Alliance
Agreement, shall i2 sell, offer to sell, give, transfer,
transmit, license, sublicense or otherwise provide access to
either the viaLink Software or the Interface Software or any
Enhancements or Maintenance Modifications, to any of its
Affiliates or any third party, permit any of its Affiliates or
any third party to have access to either the
4
5
**CONFIDENTIAL**
viaLink Software or the Interface Software for the purpose of
accomplishing or attempting any of the foregoing, to permit or
offer to permit any of its Affiliates or any third party to
establish, operate, or offer any Public Exchange or Private
Exchange.
3.2.2. Except to the extent authorized in the Alliance Agreement for
private branding purposes, i2 shall not alter, conceal, or
remove any of viaLink's or any third party's copyright,
trademark or other proprietary rights notices, including
without limitation of any viaLink Licensed Trademarks,
appearing on or in any of the viaLink Software and any
Interface Software, Documentation, or Code, Owned by viaLink.
Further, viaLink shall not alter, conceal, or remove any of
i2's or any third party's copyright, trademark or other
proprietary rights notices on or in any of the Interface
Software, Enhancements and/or Maintenance Modifications or
Documentation relating thereto that may be Owned by i2.
3.2.3. At no time during the Term of this License, and for such
additional period, if any, set forth in the Alliance
Agreement, shall i2 transfer, sell, give, convey, assign,
lease, or otherwise transfer or deliver the viaLink Software
and any Interface Software or any copies thereof to any third
party or attempt to do any of the foregoing.
3.2.3.1. Notwithstanding the foregoing, during the Term of this
License, i2 shall have the right to sublicense the
object Code only of the viaLink Software and the
object Code only of any relevant Interface Software,
Enhancements and/or Maintenance Modifications to a
customer of i2 not engaged in commercial activity
within the viaLink Market. In no event, however shall
any such sublicense permitted hereunder expand or
extend, in any way, any of i2's rights and/or
obligations under this License or the Alliance
Agreement, or restrict or limit in any way viaLink's
rights or remedies, including without limitation the
right to payment of all fees which will be due under
the Alliance Agreement in relation to such sublicense
transaction(s) or expand viaLink's obligations under
this License or the Alliance Agreement. In no event
shall any such sublicense relieve i2 of any of its
obligations to viaLink under this License or the
Alliance Agreement.
3.2.4. No further rights to use, copy, sell, print, publish,
advertise, distribute, copy or display the viaLink Software
and any Interface Software, in whole or in part, is granted to
i2 except as expressly provided in this License.
5
6
**CONFIDENTIAL**
4. FEES. During the Term of this License, including all renewal terms
hereof, i2 agrees to pay the fees and amounts set forth in the Sections
5.2 through 5.4 of the Alliance Agreement.
5. TERM AND TERMINATION.
5.1. TERM. The Initial Term of this License shall commence on the
Effective Date and, unless sooner terminated in accordance with its
terms, shall end on December 31, 2003. It will thereafter
automatically renew on a year to year basis ("Renewal Term") unless
a party, upon at least three (3) months written notice prior to end
of the Initial Term or the then current Renewal Term, as the case
may be, notifies the other party that it will terminate this
License as of the end of such Initial Term or Renewal Term.
5.1.1. if viaLink exercises its right to terminate this License as of
the end of its Initial Term or the then-current Renewal Term
("non-renewal"), then for a period of one (1) year following
the effective date of said non-renewal, i2 shall, subject to
the applicable terms of this License (including, without
limitation, Section 4), nonetheless be entitled to continue to
operate, provide and offer access to its then in operation
Public Exchanges and/or Private Exchanges for its then
existing customers of such Exchanges only (determined as of
the effective date of such non-renewal). Such extended
operations period as described in this section shall not, in
any event, otherwise extend the term of this License or expand
i2's rights hereunder, or alter the terms of the Alliance
Agreement regarding viaLink's rights on or after the effective
date of said non-renewal.
5.2. EXPIRED RIGHTS. Expiration of any intellectual property rights,
including, without limitation, copyrights, trademarks, or patents
related to the subject matter of this License shall not be deemed
to effect a termination of this License. In the event of an
expiration of a right described in this section, such terms herein
as may be affected by such event will remain binding to the extent
permitted by law.
5.3. TERMINATION UPON DEFAULT OF i2. viaLink may terminate this License
(1) if i2 violates any of its obligations under Sections 3, 4, 7, 8
or 9 of this License, in which event such termination shall be
effective immediately, or (2) in the event of any termination
arising from breach by i2 of the Alliance Agreement and i2 fails to
cure such breach, in which event such termination shall be
effective at the same time as the effective date of said Alliance
Agreement's termination, or (3) upon 30 days' written notice for
any other breach by i2 of this License if such breach is not cured
by the end of such 30 day period following receipt of such notice.
6
7
**CONFIDENTIAL**
5.3.1. if viaLink exercises its right to terminate this License under
Section 5.3 hereof ("termination"), then for a period of
ninety (90) days following the effective date of said
termination, i2 shall, subject to the applicable terms of this
License (including, without limitation, Section 4),
nonetheless be entitled to continue to operate, provide and
offer access to its then in operation Public Exchanges and/or
Private Exchanges for its then existing customers of such
Exchanges only (determined as of the effective date of such
termination). Such extended operations period as described in
this section shall not, in any event, otherwise extend the
term of this License or expand i2's rights hereunder, or alter
the terms of the Alliance Agreement regarding viaLink's rights
on or after the effective date of said termination..
5.4. EFFECT OF TERMINATION ON LICENSE. Upon the expiration or any
termination of this License:
5.4.1. Except to the extend set forth in Section 2, all license
rights granted to i2 in this License shall cease;
5.4.2. Except to the extend set forth in Section 2, i2 shall return
to viaLink all copies of the viaLink Software and any
Interface Software (including all Code and Documents), shall
immediately cease operation thereof and shall delete all of
the viaLink Software and any Interface Software from its
computers and telecommunications equipment.
6. WARRANTIES.
6.1. WARRANTIES OF viaLINK. viaLink represents and warrants as follows::
6.1.1. NON-INFRINGEMENT. That, to viaLink's best knowledge, the
viaLink Software does not infringe or misappropriate any
rights of any third parties.
6.1.2. YEAR-2000. That the viaLink Software will not produce errors
processing date data in connection with the year change from
December 31, 1999 to January 1, 2000 when used with accurate
date data in accordance with the Documentation therefore,
provided all other products (including, without limitation,
other software, firmware, hardware, and operating systems)
used with it properly exchange date data with the viaLink
Software. The viaLink Software will recognize the year 2000 as
a leap year. The foregoing representation refers only to the
viaLink Software as of the date of its delivery by viaLink as
set forth in this License, and further does not constitute a
warranty or extend the terms of any existing warranty.
7
8
**CONFIDENTIAL**
6.1.3. viaLink warrants that the Code for the viaLink Software as
delivered by viaLink hereunder is the same Code therefore
which is being used by viaLink to provide Item Catalog and
Chain Pricing Services to viaLink's existing production
customers as of the date of such delivery.
6.2. EXCLUSIVITY OF WARRANTIES. THE WARRANTIES SET FORTH IN SECTION 6.1
OF THIS LICENSE ARE THE ONLY WARRANTIES MADE BY viaLINK IN REGARDS
TO THE viaLINK SOFTWARE, AND viaLINK SPECIFICALLY DISCLAIMS ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. EXCEPT FOR SAID WARRANTIES SET FORTH IN SECTION
6.1 OF THIS LICENSE, THE viaLINK SOFTWARE IS PROVIDED AND MADE
AVAILABLE TO i2 "AS IS". viaLINK DOES NOT MAKE ANY WARRANTY OR
REPRESENTATION OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED,
IN REGARDS TO THE INTERFACE SOFTWARE.
6.3. LIMITATION OF LIABILITY. The limitations of liability set forth in
Section 10.6 of the Alliance Agreement are incorporated by
reference herein as if fully set forth.
6.3.1. COMPATIBILITY DISCLAIMER. viaLink shall not be liable for any
for any claims, losses, demands, causes of action, damages,
costs or expenses of any kind suffered by i2 or its customers,
whether in contract, in tort, under any warranty theory, in
negligence, or otherwise including, without limitation, any
loss of data or loss of profits, or interruption of business,
which results or may result from the use or attempted use in
conjunction with the viaLink Software and any Interface
Software, by i2 or any of its customers, of any third party
product or any other software or hardware developed at any
time by anyone other than viaLink.
7. WARRANTIES OF i2: In addition to the representations and warranties
made by i2 in the Alliance Agreement, i2 represents and warrants that
it shall at all times follow such security policies and conditions as
viaLink shall from time to time require with regard to the viaLink
Services. THE WARRANTIES SET FORTH IN THIS SECTION 7 OF THIS LICENSE
ARE THE ONLY WARRANTIES MADE BY i2 AND i2 SPECIFICALLY DISCLAIMS ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
8
9
**CONFIDENTIAL**
8. CONFIDENTIALITY.
8.1. i2 acknowledges that viaLink claims that the viaLink Software, any
Interface Software, Code, all Derivative Works, Documentation,
business records, methods of doing business, and all other
proprietary information of viaLink, contain and comprise valuable
trade secret, confidential and proprietary information which is the
sole and exclusive property of viaLink and which has commercial
value by virtue of its confidential and/or proprietary status
(hereinafter "Confidential Information"). Further, i2 acknowledges
and agrees that the source Code for the viaLink Software and any
Interface Software, Enhancements and Maintenance Modifications
constitute Confidential Information as herein defined. i2 agrees
that it will not disclose Confidential Information to anyone other
than its own employees, that it will protect the confidentiality of
Confidential Information, and that it will take all appropriate
precautions to prevent any unauthorized use or disclosure of
viaLink Confidential Information. Notwithstanding anything to the
contrary herein, i2's obligations under this Section shall survive
the termination of this License. Confidential Information shall not
include information that (a) is known or available through other
lawful sources, not bound by a confidentiality obligation to
viaLink; (b) is or becomes publicly known through no fault of the
receiving party or its agents; (c) is required to be disclosed by
i2 pursuant to law or court order, provided that i2 provides
viaLink with reasonable prior notice of any such compulsory
disclosure and permits viaLink to object, intervene or appeal such
order; or (d) is developed by i2 independently of the disclosure to
i2 of the same by viaLink.
8.2. The foregoing section 8.1 is in addition to and not in lieu of any
confidentiality obligations arising between the parties hereto in
any other agreement, including, without limitation, the Alliance
Agreement and the Nondisclosure Agreement.
9. INDEMNIFICATION.
9.1. BY viaLINK. In the event any suit, claim, or proceeding is brought
against i2 or one of its customers based on a claim that the
viaLink Software delivered by viaLink pursuant to this License
infringes any existing patent, copyright, or trade secret, viaLink
agrees that it will:
9.1.1. to the extent that the claims or proofs of the suit involve
claims or factual allegations that the viaLink Software
infringes any existing patent, copyright, or trade secrets,
defend the suit at its expense and hold i2 and/or its
customers harmless therefrom, as long as viaLink is promptly
notified in writing and is given complete authority and
information required to defend the suit;
9
10
**CONFIDENTIAL**
9.1.2. to the extent that any judgment in any such suit is based on
proof that the viaLink Software infringes any existing patent,
copyright, or trade secrets, pay all damages and costs awarded
against i2 and/or its customers related thereto; provided that
viaLink shall not be responsible for any cost, expense, or
compromise made or incurred by i2 and/or its customers without
viaLink's written consent;
9.1.3. allow i2 to participate in the defense of the suit at its own
expense, if it so elects.
9.1.4. Provided however, and notwithstanding anything to the contrary
in this License, viaLink shall have no obligation of indemnity
with regard to any modifications of the viaLink Software of
any kind by i2 or its customers, regardless of whether such
changes were authorized by viaLink.
9.1.5. Further, during the Term of this License, should the viaLink
Software or any part thereof, before any changes, Enhancements
or Maintenance Modifications thereto or Derivative Works
therefrom are made by or on behalf of i2 or any customers,
become, or in viaLink's opinion, be likely to become, the
subject of a claim for infringement, viaLink shall, at its own
expense and option, either procure for i2 the right to
continue using such viaLink Software or replace the same with
non-infringing software or modify the viaLink Software so that
it becomes non-infringing, or require that the viaLink
Software and all Enhancements, Maintenance Modifications or
other Derivative Works be returned and this License
terminated.
9.1.6. After one year after the Term of this License viaLink shall
not have any obligation under this Section 9.1.
10. MISCELLANEOUS.
10.1. NO IMPLIED LICENSES. No right or license shall be implied by
estoppel or otherwise, other than the rights and licenses expressly
granted in this License.
10.2. ASSIGNMENT. Neither party may assign any rights, duties,
obligations or privileges under this License without the prior
written consent of the other party, which consent shall not be
unreasonably withheld; provided however and notwithstanding
anything to the contrary herein, a party may assign or delegate,
without the other party's consent, any of its rights, duties,
obligations and/or privileges under this License to any person or
entity (i) to which all or substantially all of its assets are
sold, (ii) into which it is merged or (iii) which as a result of a
merger or acquisition
10
11
**CONFIDENTIAL**
becomes the surviving company, except that the non-assigning party
may terminate this License on this assignment on 180 days prior
written notice to the assignee, which notice cannot be given until
the effective date of the assignment.
10.3. ENTIRE AGREEMENT. The parties agree that this License and the
Alliance Agreement, to the extent applicable thereto, constitutes
the complete and exclusive statement of the agreement between them
with regards to the subject matter hereof and supercedes all
proposals, oral or written, and all other communications between
them relating thereto; provided however the Nondisclosure Agreement
remains in full force and effect. The parties agree that to the
extent the terms of the Alliance Agreement are applicable to this
License, in the event of termination or expiration of the Alliance
Agreement, such applicable terms shall survive and be deemed a
material part of this License during the Term of this License.
10.4. AMENDMENTS. This License may only be amended or modified in a
writing signed by both parties hereto.
10.5. GOVERNING LAW. This License shall be governed by and construed in
accordance with the laws of the State of Oklahoma.
10.6. NO WAIVER. The failure of either party to enforce any of the
provisions hereof shall not be construed to be a waiver of the
right of such party thereafter to enforce such provisions.
10.7. ATTORNEY'S FEES AND COSTS. In any action to enforce any rights or
obligations of this License, the prevailing party shall be entitled
to receive its costs and attorneys fees expended in such an action
from the other party.
10.8. RELATIONSHIP OF THE PARTIES. Each party hereto is acting as an
independent contractor and not as agent, partner, or joint venturer
with the other party for any purpose, and neither party shall
represent to others or knowingly conduct itself otherwise. Except
as provided in this License, neither party shall have any right,
power, or authority to act or to create any obligation, express or
implied, on behalf of the other.
10.9. NOTICES. All notices, demands and other communications ("Notices")
pertaining to this License shall be given in the same manner as set
forth in Section 12.4 of the Alliance Agreement.
10.10. REMEDIES. Except as expressly limited herein, the rights and
remedies granted to each party in this License are in addition to
and not in lieu of any other rights and remedies which each party
may have at law or in equity for any breach or default by the other
of this License, including, without limitation, the right to obtain
appropriate injunctive relief without
11
12
**CONFIDENTIAL**
the necessity of bond to enforce this License against any breach of
threatened breach hereof.
10.11. BINDING. This License is binding on and inures to the benefit of
the parties and the successors and permitted assigns of the parties
hereto.
10.12. ACKNOWLEDGMENT OF ALLOCATED RISKS. The parties hereto each
acknowledge that the provisions of this License were negotiated to
reflect an informed, voluntary allocation between them of all risks
(both known and unknown) associated with the transactions
contemplated by this License. The warranties, disclaimers and
limitations of liability in this License are intended to limit and
define the circumstances of liability for each party.
10.13. FORCE MAJEURE. Neither party shall be responsible for failure of
performance due to causes beyond its control, including, without
limitation, accidents, acts of God, labor disputes, or the actions
of third parties or Government agencies.
10.14. CAPTIONS. The captions of the various sections hereof are for
convenience only and are not part of the body or text of this
License, nor are they intended to be used in interpreted the terms
of the License.
10.15. SEVERABILITY. If any provision of this License shall be held
invalid or unenforceable, the remaining provisions of the License
shall not be affected thereby and each remaining provisions shall
be valid and enforceable to the fullest extent permitted by law.
10.16. SUPPORT. i2 and viaLink agree to negotiate in good faith to
determine what support levels will be provided, who will provide
them, what additional fees will be charged therefore, and who will
pay such fee for such support, if any, which may be needed by i2
from viaLink to support the requirements of i2's customers.
10.17. SUBCONTRACTORS: Neither party shall use or hire any subcontractor
or other third party to carry out its obligations or perform any of
the terms of this License, without the prior written consent of the
other, which shall not be unreasonably withheld.
10.18. SURVIVAL. Sections 2.2, 3.2, 4, 5.4, 6, 7, 8 and 9 shall survive
the termination or expiration of this License.
12
13
**CONFIDENTIAL**
IN WITNESS WHEREOF, the parties hereto have caused this Software
License to be duly executed and delivered by their respective officers thereto
duly authorized, all as of the day and year first above written.
i2 TECHNOLOGIES, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
Title: Corporate Counsel
-------------------------------------
THE viaLINK COMPANY,
an Oklahoma corporation
By: /s/ J. ▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------------
Name: J. ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------
Title: Chief Financial Officer
-------------------------------------