AMENDMENT TEN
to the
VAR AGREEMENT
between
SYSTEMS & COMPUTER TECHNOLOGY CORP.
and
ORACLE CORPORATION
This document ("Amendment Ten") shall serve to amend the VAR Agreement and
any amendments thereto between Systems & Computer Technology Corp. (the
"VAR") and Oracle Corporation ("Oracle") dated September 1, 1991 (the
"Agreement").
The Agreement is hereby amended as follows:
1. In consideration for the VAR's payment to Oracle of fees specified as
"Total Net License Fees" in Exhibit A, the VAR shall have the one-time
right to Sublicense the Programs set forth in Exhibit A (the "Programs")
to the City of Las Cruces (the "Network Sublicensee") for the Network
Sublicensee's use in the United States on the Hardware in the Network as
set forth in Exhibit A ("Network Sublicense"). Pursuant to a Payment
Plan Agreement ("PPA") between the VAR and Oracle Credit Corporation
("OCC"), the parties thereto have arranged for OCC to pay Oracle for the
Total Net License Fees due under this Amendment Ten on behalf of the
VAR, in the aggregate amount of $350,369, plus applicable taxes.
Therefore, the parties agree that upon execution of the PPA, OCC shall
be responsible for discharging the payment obligations of the VAR to
Oracle for such fees. Such payment shall be due and payable thirty (30)
days from the Effective Date below. Except as otherwise provided in the
Agreement and this Amendment, the payment is noncancelable and the sum
paid nonrefundable. Exhibit A is attached hereto and incorporated
herein.
2. As specified in Section 2.3.A of the Agreement, the VAR shall Sublicense
the Programs to the Network Sublicensee through a Sublicense agreement
that shall include certain contractual provisions (the "Sublicense
Agreement"). Such Sublicense Agreement shall also include the Programs,
number of Named Users, Concurrent Devices, limitations on use, and terms
and definitions specified in this Amendment Ten, all of which shall be
specified to this Network Sublicense transaction.
3. The VAR shall have the right to deliver to the Network Sublicense one
(1) copy of the software media ("Master Copy") and two (2) sets of
Documentation for each Program currently available in production release
as of the Effective Date for use on the Hardware in the Network. The
VAR shall have a thirty (30) day Acceptance Period in which to evaluate
the Programs. The Acceptance Period for each of the Programs and all
subsequent copies shall commence on delivery by the VAR of the Master
Copy of the Programs, and all subsequent copies shall be deemed accepted
upon acceptance of the Master Copy. On the date that the Programs are
delivered by the VAR to the Network Sublicensee, the VAR shall provide a
written notice to Oracle, verifying the delivery of such Programs. The
Network Sublicensee shall be responsible for copying the software media
for the Programs and for installing the Programs for the Network
Sublicensee's use in accordance with the terms of the Sublicense
Agreement. The Network Sublicensee may copy one set of bound and/or
cdrom Documentation for each licensed User/Device of the Programs.
Oracle has no shipment obligation under this Amendment Ten.
4. For two (2) years from the Effective Date of this Amendment Ten, the VAR
may offer to the Sublicensee the one-time option to add up to three (3)
additional Hardware/operating systems to the Network for the Programs
Sublicensed pursuant to this Amendment Ten, at no charge, provided such
Programs are available in production release on the additional
Hardware/operating systems at the time the VAR notifies Oracle of the
exercise of such option.
The VAR shall have the right to deliver to the Network Sublicensee a
single Master Copy of the Programs for the additional Hardware/operating
systems. These Programs may only be delivered, copied and installed in
accordance with the terms of this Amendment Ten and the Agreement. The
VAR acknowledges that the Programs Sublicensed pursuant to this
Amendment Ten may not be available on the additional Hardware/operating
systems added pursuant to this Section and that the availability of such
Programs will not affect the VAR's payment obligations in this Amendment
Ten. Oracle is under no obligation to make available any Programs or
Program/Hardware combinations. Oracle has no shipment obligation.
5. For two (2) years from the Effective Date of this Amendment Ten, the VAR
may additionally acquire for Sublicense to the Sublicensee at the Full
Use license level those Programs listed in Exhibit B, provided that such
Programs are available in production release and are listed on Oracle's
U.S. Price List for installation on the Hardware as of the Effective
Date of this Amendment Ten. The Sublicense fee payable by the VAR to
Oracle for such Programs shall be equal to Oracle's standard list
license fees for such Programs in effect as of such Effective Date,
discounted by twenty percent (20%). Such payment shall be due and
payable under the terms and conditions of the Agreement.
The VAR acknowledges that the Programs specified in Exhibit B may not be
currently available. The VAR agrees that it has not relied on the
future availability of such Programs in executing this Amendment Ten and
that the availability of such Programs will not affect VAR's payment
obligations in this Amendment Ten. Oracle is under no obligation to
make available any Programs or Program/Hardware combinations.
6. For two (2) years from the Effective Date below, the VAR may offer to
the Sublicensee the option to increase the number of Named
Users/Concurrent Devices licensed to use the Programs in Exhibit A
("Additional Users"). Notwithstanding any other provision of the
Agreement, the Sublicense fee payable by the VAR to Oracle for such
Additional Users shall be as set forth in Exhibit C. Such fee shall be
due and payable under the terms and conditions of the Agreement. Oracle
has no shipment obligation.
7. The VAR shall be responsible for providing technical support services to
the Network Sublicensee in accordance with Section 5.1 of the Agreement.
8. For the purposes of this Amendment Ten, the following definitions shall
apply:
* A "Network" shall mean any number of computers of the Hardware
specified in Exhibit A which are directly or indirectly connected by
connectivity Programs.
* A "Named User" is defined as an individual who is authorized by the
Network Sublicensee to use the Programs regardless of whether the
individual is actively using the Programs at any given time.
* The number of "Concurrent Devices" is defined as the maximum number of
terminals and input devices being used to access the Programs at a
given point in time. If multiplexing software or hardware (e.g., a TP
monitor) is used in the Hardware, the number of Concurrent Devices
must be measured as the number of terminals and input devices being
used at the multiplexing front-end.
* "Deployment Programs" shall mean Programs which are limited to use
solely for the purpose of running applications, and may not be used to
create or alter tables or reports except as necessary for operating
the applications.
Other than the modifications set forth above, the terms and conditions of the
Agreement remain unchanged, and in full force and effect.
The Effective Date of this Amendment Ten is June 26, 1996.
SYSTEMS & COMPUTER
TECHNOLOGY CORP. ORACLE CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------- ------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------- ------------------------
Manager - East Region
Title: Sr. VP Title: Channels Sales Support
------------------------- ------------------------
Exhibit A
I. Hardware Client Hardware
Make/Model: IBM RS 6000 Make/Model: PC Compatible
Operating System: AIX Operating System: Windows
Media Type: CD Rom Media Type: CD Rom
Make/Model: PC Compatible
Operating System: Netware
Media Type: CD Rom
II. Programs
User Programs:
Program User Level License Level
Oracle 7 Server 5 Concurrent Devices Full Use
Oracle 7 Server 345 Concurrent Devices Deployment
Client Programs:
Program User Level License Level
Developer/2000 5 Named Users Full Use
Programmer/2000 10 Named Users Full Use
Total Net License Fees: $350,369.00
Exhibit B
Programs
Oracle7 Server
Personal Oracle 7
Oracle Workgroup Server
Trusted Oracle7 Server
Oracle Enterprise Manager Performance Pack
advanced networking option
distributed option
advanced replication option
parallel query option
parallel server option
text server option
spatial data option
Oracle TextServer3
Oracle Mobile Agents
Discoverer/2000
SQL*Plus
CASE*Exchange
Designer/2000
Developer/2000
Programmer/2000
Oracle Procedure Builder
Power Objects Client/Server Edition
Power Objects Standard Edition
Oracle Media Objects
Oracle Book
Mobile Agents Developer's Kit
Exhibit C
Sublicense Fee per
Program User Type License Level Additional User
--------------- ------------------ ---------------- ------------------
Oracle 7 Server Concurrent Devices Deployment $1,058.00
Oracle 7 Server Concurrent Devices Full Use $1,809.00
Developer/2000 Named User Full Use $4,781.00