Preview | Marketing License Agreement | Logility, Inc.; American Software 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).

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, 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

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.