Exhibit 10.24
INTERGRAPH / QUALIX AGREEMENT AMENDMENT
On this the day of May, 1997 this Amendment is entered into by and
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between Intergraph Corporation, hereinafter referred to as "Licensee," and
Qualix Group (and Octopus Technologies, as a division of Qualix Group)
hereinafter referred to as "Licensor."
WHEREAS, the parties hereto entered into an OEM License Agreement dated July 31,
1996, and they desire to amend said License from the date of the signing of this
amendment until December 31,1997.
WHEREAS, Licensee agrees to bundle Licensor's Octopus Server with Super
Automatic Switch Over with all of Licensee's high availability servers (models
identified in Amendment Exhibit A below), and
WHEREAS, Licensee has the right to bundle Octopus Server with Super Automatic
Switch Over with all other Intergraph Intel Based servers and workstations, and
has the right to sell Octopus Server with Super Automatic Switch Over as
standalone product to existing Intergraph customers for installation only with
Intergraph servers. Or Intergraph's OEM customers servers.
NOW THEREFORE, in consideration of the mutual covenants and promises contained
herein, Licensee and Licensor hereby agree that the existing OEM License
Agreement between Licensee and Licensor shall be amended as follows:
1. Licensee shall agree to ship Licensor's Octopus Server with Super Automatic
Switch Over product on all units of Licensee's high availability servers (as
defined in Amendment Agreement Exhibit A) for the lessor of: a royalty of
$300.00 U.S. per unit or 20% of the published list price of the product.
Licensee agrees to report shipments monthly and pay 30 days post receipt of
product, as dictated in original OEM agreement
2. Licensee has the right to ship Licensor's Octopus Server with Super Automatic
Switch Over product with all other Intergraph Intel Based servers and
workstations and has the right to sell Octopus Server with Super Automatic
Switch Over as standalone product to existing Intergraph customers for
installation only with Intergraph servers, or Intergraph OEM customer
servers. The same royalty of $300.00 US per unit, or 20% of the published
list price of the product, applies for these systems. Licensee agrees to
report shipments monthly and pay 30 days post receipt of product, as dictated
in original OEM agreement.
3. Licensee agrees to pay Licensor a per unit annual maintenance fee of $100 for
maintenance for Octopus Server with Super Automatic Switch Over. This fee
will be paid to Licensor upon Licensee selling a maintenance agreement on
Octopus Server with Super Automatic Switch Over, Licensee agrees to report
maintenance units and pay the royalty on a quarterly basis (due within 15
days after the end of a quarter), Product upgrades, bug fixes and version
releases are only provided to Licensee upon payment of the maintenance
royalty amount. Licensor agrees to continue to provide second tier support to
Intergraph.
4. Licensee has the right to ship Licensor's Octopus WinStation product with all
Intergraph Intel Based servers and workstations, or Intergraph OEM customer
servers, for the lessor of: a royalty of $100 per unit or 20% of the
published list price of the product. Licensee agrees to report shipments
monthly and pay 30 days post receipt of product, as dictated in original OEM
agreement Licensor agrees to pay Licensor a per unit annual maintenance fee
of $33 for maintenance for Octopus WinStation product. Licensee agrees to
report maintenance units and pay the royalty on a quarterly basis (due within
15 days after the end of a quarter). Product upgrades, bug fixes and version
releases are only provided upon payment of the maintenance royalty amount.
Licensor agrees to provide second tier support to Intergraph.
5. Licensee agrees to purchase all of the following from Licensor:
1) A minimum of $100,000 in product or maintenance by June 30, 1997. Products
can include: Octopus Server with Super Automatic Switch Over, Octopus
WinStation or maintenance.
05/21/97 Agreement Amendment to Intergraph 1
and Octopus OEM Licensense Agreement
2) A minimum of $250,000 in product or maintenance between July 1, 1997 and
September 30, 1997. Products can include: Octopus Server with Super Automatic
Switch Over, Octopus WinStation or maintenance.
6. Licensee agrees to actively market the integrated failover solution, starting
with a press release announcing the agreement. Licensee agrees to communicate
joint-marketing activity to be spent on promoting the integrated failover
solution to Licensor on a quarterly basis.
7. This amendment to the agreement applies world-wide. Licensee will agree to
observer local Licensor pricing at a minimum.
8. Licensee will give Licensor per copy unit breakdowns by State (US) and
Country(WW). If possible, License will give Licensor per copy unit breakdown
by zip code.
9. Licensor will ship to Intergraph a "Gold CD" and documentation (manuals as
requested) for integrated distribution with Licensee's high availability
servers. Licensor will ship Intergraph retail product as ordered for
standalone product purchases for use with Intergraph servers (or Intergraph
OEM customer servers).
The OEM License Agreement, other than as amended herein, shall remain in effect
and this, along with the amendment herein, and shall constitute the amended OEM
License Agreement.
INTERGRAPH CORPORATION QUALIX GROUP (Octopus Technologies as a
division of Qualix Group)
By: By:
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ Felt
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Title: Executive Manager Title: CFO
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Date: Date:
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05/21/97 Agreement Amendment to Intergraph 2
and Octopus OEM Licensense Agreement
AMENDMENT AGREEMENT EXHIBIT A
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HIGH AVAILABILITY SERVERS DEFINED
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INTERGRAPH HIGH AVAILABILITY SERVERS DEFINED TO BE MODELS: INTERGRAPH AGREES TO
BUNDLE OCTOPUS SERVER WITH SUPER AUTOMATIC SWITCH OVER WITH ALL OF THESE MODELS
1. InterServe 635
2. InterServe 645
3. InterServe 650
4. InterServe 660
THE FOLLOWING MODELS WILL BE OFFERED AS BOTH HIGH AVAILABILITY MODELS AND NON
HIGH AVAILABILITY MODELS.
INTERGRAPH AGREES TO BUNDLE OCTOPUS SERVER WITH SUPER AUTOMATIC SWITCH OVER
WITH THESE MODELS WHEN DESIGNED "HIGH AVAILABILITY" MODELS
1. InterServe 650Tx
2. InterServe 660Tx
05/21/97 Agreement Amendment to Intergraph 3
and Octopus OEM Licensense Agreement
