EXHIBIT 10.13
mdbs
Micro Data Base Systems, Inc.
COOPERATIVE SALES SUPPORT 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 enter into a Cooperative Sales Support
Agreement with mdbs; and
WHEREAS: mdbs also desires to enter into a Cooperative Sales Support Agreement
with Customer; 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 and Customer will perform the cooperative sales support activities
described in detail on Addendum I to this Agreement.
b) mdbs and Customer agree to bear their own expenses related to this
Cooperative Sales Support Agreement unless otherwise specifically
agreed.
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 Tailored
Technical Services 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) 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