EXHIBIT 10.9
SOLUTIONS ALLIANCE AGREEMENT
Informix Software, Inc. ("Informix") and the entity listed in the signature
block below ("Licensee") hereby agree that the terms of this agreement
("Agreement") shall apply to Licensee's use of the Informix products
("Products") made available to Licensee from time to time under this Agreement
and the Informix Solutions Alliance Program (the "Program"). Checked or
blackened boxed below indicate the corresponding terms as applicable to
Licensee.
1. APPOINTMENT OF Licensee Informix appoints Licensee under the Program to act
as (check all that apply):
X Independent Software Vendor ("ISV"). An ISV develops, owns and licenses to
more than one end user, on or more software products (not applications) that are
used in conjunction with a Product.
Platform Provider ("PP") manufactures and/or develops, owns, sells, and
licenses to more than one end user, one or more hardware products that may be
used in connection with a Product. A PP may also manufacture, develop, own,
sell and license software in connection with the hardware.
DataBlade Module Developer ("DMD") develops, owns and licenses, to more than
one end user, one or more DataBlade modules, independently or in conjunction
with a server Product. DMDs shall obtain training from Informix prior to
obtaining Product from Informix.
2. PRODUCTS AND SERVICES
(a) Products
(i) Informix grants and Licensee accepts the grant of a nonexclusive, non-
transferable license to use the Products internally solely for Licensee's
development and support purposes in accordance with the then current Program.
(ii) Licensee shall have no rights to distribute Products to any other third
party.
(iii) If Licensee wishes to internally use the Products outside of the U.S.
Licensee shall purchase the license for such Products from the Informix local
office, or at Informix's direction, an Informix distributor.
(iv) The terms of this Agreement and the Informix "shrink-wrap" end user
license agreement that accompanies each copy of the Products shall govern
Licensee's use of the Products. In the event of a discrepancy between this
Agreement and such end user licenses agreement, the terms of this Agreement
shall prevail.
(b) Services. Licensee shall purchase INFORMIX-Open Line for Partners
("Services") for the Products. Informix may require that Services be provided
through the Informix local office, or at Informix's direction, an Informix
distributor.
(c) Training. Licensee shall be entitled to the training discounts, if any,
as set forth in the then current Program.
3. FEES
(a) Products. Licensee shall pay a license fee ("License Fee") to Informix
for each Product licensed. Such License Fees shall be as set forth in the then
current Program.
(b) Services. For each Product licensed, Licensee shall purchase Services at
the prices set forth in the then current Program.
4. MARKETING
Licensee shall be entitled to marketing tools in accordance with the then
current Program at such time as Licensee's solution becomes generally available.
5. TERM
The term of this Agreement shall be one year from the Effective Date. This
Agreement will automatically renew for additional one year periods, unless
either party delivers written notice of termination at least 30 days prior to
the expiration of the then current term. Additionally, this Agreement may be
terminated at any time on 30 days prior written notice by either party
specifying a breach of the terms and conditions of the Agreement, provided the
other party does not cure the breach within that period.
6. GENERAL
Informix shall not be responsible for failure to fulfill, or delay in fulfilling
its obligations under this Program due to causes beyond its control. INFORMIX'S
LIABILITY TO LICENSEE ANY OTHER THIRD PARTY, FOR A CLAIM OF ANY KIND ARISING AS
A RESULT OF, OR RELATED TO, ANY PRODUCT OR SERVICE PROVIDED UNDER THIS
AGREEMENT, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE OR STRICT
LIABILITY) UNDER ANY WARRANTY, OR OTHERWISE, SHALL BE LIMITED TO MONETARY
DAMAGES, AND THE AGGREGATE AMOUNT OF SUCH DAMAGES FOR ALL CLAIMS RELATING TO ANY
PARTICULAR PRODUCT OR SERVICE SHALL IN NO EVENT EXCEED THE AMOUNT PAID TO
INFORMIX FOR THE PRODUCT OR SERVICE WHICH GAVE RISE TO THE CLAIM. UNDER NO
CIRCUMSTANCES SHALL INFORMIX BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
INFORMIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LICENSEE:
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Manager Alliances
July 29, 1999
INFORMIX
Informix Software, Inc.
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Attn: General Counsel
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
J. ▇▇▇▇▇ ▇▇▇▇▇▇
Senior Managing Counsel, Corporate and Technology
Assistant Secretary
8/2/99