EXHIBIT 10.1
AMENDMENT NO. 2
TO THE
RETAIL PRO SOFTWARE LICENSE AGREEMENT
This is Amendment Number 2 and Attachment 1, effective as of January 5, 2005
(the " Amendment") to the Retail Pro Software License Agreement, dated as of
December 6, 2002 (the "Agreement") between Intuit Inc., a Delaware corporation
("Intuit"), and Retail Technologies International, Inc., a California
corporation ("RTI").
RECITALS
A. The Agreement provides that certain licenses granted by Intuit to RTI
will expire on December 6, 2005 and December 6, 2006.
B. The parties now wish to extend the term of those certain license rights
detailed in this Amendment by one (1) year along with all of the
rights, restrictions, provisions and royalties that pertain to those
license rights.
C. The parties agree that, unless defined herein, defined terms will have
the meaning given them in the Agreement.
NOW, THEREFORE, Intuit and RTI acknowledge and agree to amend the Agreement as
follows:
1. Section 1.5 is modified as follows:
"EXISTING RTI CUSTOMER" means any person or entity to whom RTI, its Affiliates,
or any Reseller (as defined in SECTION 2.3(a)) has first licensed, sold, or
distributed copies of the Retail Pro Software (i) prior to the Effective Date,
or (ii) between the Effective Date of this Agreement and December 31, 2006."
2. The third sentence in Section 2.2(a)(i) is modified as follows:
"The license granted in this SECTION 2.2(a)(i) will automatically terminate upon
the fifth anniversary of the Effective Date."
3. The last sentence in Section 2.3(a) is modified as follows:
"This license will automatically terminate upon the fourth anniversary of the
Effective Date."
4. The second sentence in Section 2.3(b) is modified as follows:
"The license granted in this SECTION 2.3(b) will be effective only from the
Effective Date through the fifth anniversary of the Effective Date, after which
such license will automatically terminate."
5. Section 4.1(b) is modified as follows:
"FROM SIX MONTH ANNIVERSARY OF THE MANUFACTURING RELEASE THROUGH FOURTH
ANNIVERSARY OF THE EFFECTIVE DATE. If at any time after the six month
anniversary of the Manufacturing Release and before the fourth anniversary of
the Effective Date, RTI, any of its Affiliates, or a Reseller sells, licenses,
or distributes a copy of the Retail Pro Software to any end user who purchases
three (3) or fewer Inventories, none of which have ten (10) or more Seats and
all of which are located in the Restricted Territory, then for each copy of the
Retail Pro Software distributed to any such end user, RTI will pay to Intuit a
royalty of seventy-five percent (75%) of revenues received by RTI from the sale
of such copy less sales, use and excise taxes, amounts credited for returns, and
reasonable shipping charges (if any). Notwithstanding the foregoing, if RTI
reasonably believes or knows that a user that purchases three (3) or fewer
Inventories has more than three (3) sites (i.e., is capable of using more than
three (3) Inventories), then RTI will not be obligated to pay the royalty
described in this SECTION 4.1 (B) with respect to such copies purchased by such
user. If during the period set forth above an end user purchases more than three
Inventories or more than ten (10) Seats, and RTI knows or should know that such
end user has three or fewer retail sales locations or fewer than ten (10) Seats
at the time of such purchase, then the royalty set forth in this SECTION 4.1(B)
will apply.
6. Exhibit A is modified as detailed in Attachment 1 to this Amendment.
7. Exhibit B, Sections (i) and (ii) are modified as follows:
"(i) The Reseller will not sell, license, distribute, or otherwise provide the
Retail Pro Software to anyone other than Existing RTI Customers after December
31, 2006 unless otherwise approved by Intuit;
(ii) The Reseller will not sell, license, distribute, or otherwise provide the
Retail Pro Software to anyone after December 31, 2007 unless otherwise approved
by Intuit;"
8. Other Terms and Conditions
All other terms and conditions of the Agreement, not specifically modified
herein, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by
their duly authorized representatives.
INTUIT INC. RETAIL TECHNOLOGIES INTERNATIONAL
BY: _______________________________ BY: ______________________________
PRINT NAME: _______________________ PRINT NAME: ______________________
TITLE: ____________________________ TITLE: ___________________________
ATTACHMENT 1
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EXHIBIT A
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NOTICES
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Unless otherwise stated, all notices required under this Agreement will be in
writing and will be considered given (i) when delivered personally, (ii) five
(5) days after mailing, when sent certified, registered or express mail, return
receipt requested and postage prepaid, (iii) one (1) business day after
dispatch, when sent via a commercial overnight carrier, fees prepaid, or (iv)
upon delivery when sent by facsimile transmission confirmed by first class mail.
All such notices will be addressed to RTI or Intuit as specified in the
applicable Legal Notices box (unless changed by notice):
RTI CONTACT INFORMATION: RTI will notify Intuit in writing of any changes:
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BUSINESS CONTACT/ CUSTOMER SERVICE LEGAL NOTICES
RELATIONSHIP MANAGER Address: Address: 19800 MacArthur
Address: Retail Technologies Boulevard
Retail Technologies International ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
International ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇. Attn: ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Phone: ▇▇▇ ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Email:
Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Phone: ▇▇▇ ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Phone: ▇▇▇ ▇▇▇-▇▇▇▇ Fax: ▇▇▇ ▇▇▇-▇▇▇▇
Fax: ▇▇▇ ▇▇▇-▇▇▇▇
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INTUIT CONTACT INFORMATION: Intuit will notify RTI in writing of any changes:
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BUSINESS CONTACT/ MAINTENANCE AND SUPPORT ACCOUNTS RECEIVABLE AND LEGAL NOTICES
RELATIONSHIP MANAGER REPORTING
Address: Intuit Inc., Address: Intuit Inc., Address: Intuit Inc., Address: Intuit Inc.
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Attn: Legal Department
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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