Marketing License Agreement
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Title: |
Marketing License Agreement |
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Entities: |
American Software, Inc.; Logility, Inc. |
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Date: |
2002 |
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Size: |
23KB total |
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Price: |
$35 |
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ID: |
#1111652 |
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MARKETING LICENSE AGREEMENT
LOGILITY,
INC.—AMERICAN SOFTWARE USA, INC.
THIS MARKETING LICENSE AGREEMENT (this “Agreement”) is
entered into by and between LOGILITY, INC., a Georgia corporation (hereinafter “Logility”), and AMERICAN SOFTWARE USA, INC., a Georgia corporation, for itself and its affiliate companies (hereinafter collectively referred to
as “American Software”), and shall be effective as of the 1st day of August, 2002 (the “Effective Date”).
WITNESSETH:
WHEREAS, Logility is the owner of certain computer programs defined
herein as the “Products,” which Products were previously owned by American Software; and
WHEREAS, American Software is in the business of distributing and supporting computer programs to its customers and prospects and has prior to the date of this Agreement marketed and supported the Products; and
WHEREAS, American Software has special knowledge concerning the business needs of its customers and prospects; and
WHEREAS, Logility wishes to appoint American Software as its non-exclusive marketing representative for
the Products and authorize American Software to provide certain services relating to such marketing efforts; and
WHEREAS, American Software is willing to accept such appointment and to undertake to provide such services under the terms of this Agreement;
NOW, THEREFORE, the parties agree as follows:
1. Scope. The Products covered by this Agreement are listed on Exhibit “A” hereto and consist of computer programs and associated end-user documentation offered generally to end-users by
Logility under the terms and conditions of its standard license agreement. Additional software applications may be added to the list of Products with the mutual consent of the parties. The current form of license agreement is attached hereto as
Exhibit “B”. Logility also offers enhancement and error-correction services with respect to the Products under the terms and conditions of said agreement. Logility reserves the right to change such agreement at any time.
2. Appointment of American Software. Subject to the terms and conditions hereof, Logility hereby
designates and appoints American Software for the term of this Agreement, as a non-exclusive representative for the solicitation of license agreements relating to the Products from prospective end-users who are also licensees of other software
systems licensed by American Software. American Software hereby accepts such designation and appointment. For purposes of this Agreement the term “affiliate” shall mean any entity that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with such other entity. In the case of a corporation, control shall mean, among other things, the direct or indirect ownership of more than fifty percent (50%) of its outstanding
voting stock. The foregoing notwithstanding, however, for the purpose of this Agreement, Logility shall not be deemed to be an affiliate of American Software, and American Software shall not be deemed an affiliate of Logility.
3. Duties of American Software.
3.1 American Software agrees, for the term of this Agreement, that it shall
promote and market the Products to prospective end-users who are also licensees of software systems licensed by American Software by:
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Identifying prospects that may benefit from use of the Products in conjunction with other systems licensed by American Software.
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Contacting such prospects and conducting presentations of the Products. |
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Performing demonstrations of the Products to prospective end-users either on the premises of such end-users or at American Software’s facilities.
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Negotiating and obtaining the prospects’ execution of license agreements and service agreements. |
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Forwarding executed license agreements and service agreements to Logility for Logility’s evaluation and acceptance. |
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Serving as a point of contact for necessary communications between end-users and Logility with respect to the Products. |
3.2 American Software shall prepare and submit to Logility monthly a complete and
accurate written report of its activities hereunder, including, without limitation, the following: