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Document Preview Systems Integrator Agreement |
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Title: |
Systems Integrator Agreement |
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Entities: |
Raytheon Co.; Dan Wasserman; Cordell Hansen; Adzone Research Inc |
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Date: |
2003 |
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Size: |
Preview shows 9KB of 49KB total |
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Price: |
$35 |
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ID: |
#170854 |
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SYSTEMS INTEGRATOR AGREEMENT
Adzone Research Raytheon Company
1768 Business Center Drive
Reston, VA 20190
Point of Contact: Dan Wasserman Point of Contact: Cordell Hansen
Telephone: 703-201-5123 Telephone: (703) 759-1336
Email: dw@adzoneresearch.com Email: Cordell_R_Hansen@Raytheon.com
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1. DEFINITIONS
1.1 "Licensed Products" shall refer to those proprietary Adzone computer
software products (including related user documentation) described
on Exhibit A. Licensed Products shall also include all updates,
enhancements, and modifications to the Licensed Products which are
provided by Adzone to Integrator.
1.2. "End-User" shall mean an individual, corporation, partnership or
other entity which has sub-licensed a Licensed Product from
Integrator.
1.3 "Effective Date" shall mean the date of the last signature affixed
to this Agreement.
2. LICENSE GRANT
2.1. LIMITED LICENSE. Subject to the terms and conditions of this
Agreement, Adzone grants to Integrator the right to promote, resell
and support the Licensed Products on a non-exclusive basis to all
United States Commercial and Federal government entities in North
America.
2.2. PROHIBITION AGAINST ASSIGNMENT. Integrator shall not assign or
subcontract any of its duties or obligations under this Agreement,
without the prior written consent of Adzone.
3. OBLIGATIONS OF INTEGRATOR
3.1. END-USER AGREEMENTS. Integrator shall sublicense the Licensed
Products to End-Users only pursuant to terms and conditions, which
are substantially the same as the software license agreement
attached as Exhibit B to this Agreement ("Software License
Agreement"). Adzone shall have no liability or obligation for any
change or amendment to the Software License Agreement which has not
been approved by Adzone in writing.
3.2 PROPOSAL COMMITMENT. Adzone and Integrator agree that the
relationship between the parties is non-exclusive. Notwithstanding
this relationship, Integrator and Adzone agree to use their best
efforts to use the Licensed Products in any integration opportunity
that is proposed by either party.
4. SUPPORT OF LICENSED PRODUCTS
4.1. INTEGRATOR SUPPORT. Integrator shall, at its expense, provide to
End-Users support and maintenance services, including, but not
limited to assistance in the installation, operation, and use of the
Licensed Products, training, answering questions, explaining
operation procedures and devising workarounds to solve End-User
problems.
4.2. SUPPORT SERVICES. Adzone shall supply technical support and
maintenance services to the Integrator for the Licensed Products
("Support Services") upon payment of the maintenance fees outlined
in Exhibit C.
4.3. ENHANCEMENTS REQUESTED BY INTEGRATOR. Adzone will consider
developing specialized enhancements to the Licensed Products
requested by Integrator on a case-by-case basis. Adzone reserves the
{PAGE}
right in its discretion to accept or reject development of such
specialized enhancements. If Adzone agrees to develop the
specialized enhancements it shall provide Integrator with a written
proposal describing the scope, timing and prices of such development
efforts. All enhancements developed by Adzone pursuant to this
subsection shall be subject to the terms and conditions of this
Agreement.
5. PRICE AND PAYMENTS
5.2 LICENSED PRODUCTS. Integrator shall pay Adzone, then current
commercial list price for the authorized Licensed Products less a
discount that is mutually agreeable by both parties on an
order-by-order basis.
5.3 PRICING CHANGES.
5.3.1 The pricing contained within this Agreement are subject to
change by Adzone at any time. Increases in prices shall not
become effective as to Integrator for at least sixty (60)
calendar days from Integrator's receipt of written notice of
such increase. All Licensed Products shipped on or after the
date of any price decrease will be shipped or provided and
invoiced at the price in effect at the time of shipment.
5.3.2 In the event Integrator has submitted a proposal in response
to a government or commercial solicitation, and said proposal
was submitted prior to receipt of any Adzone price increase,
Adzone's list price at the time the proposal was submitted by
the Integrator shall remain fixed through the initial
validity period as set forth in the proposal. Integrator
agrees that any subsequent proposal extension(s) or contract
award(s) where the proposal validity period had been extended
after notice of a price increase by Adzone will be subject to
Adzone's then current list price for the Licensed Products
and/or Support Services.
5.4 PAYMENTS AND LATE CHARGES. All payments due under this Agreement
shall be made in United States Dollars and due net 30 days from the
invoice date. Late payments shall bear interest on the sum due, from
the date due, at the rate of one and one-half percent (1-1/2%) per
month or the highest rate permitted by law, whichever is greater.
6. LICENSED PRODUCTS ORDERS
6.1 PURCHASE ORDERS.
6.1.1 Integrator shall send a separate written purchase order
("P.O.") to Adzone for every End User sale prior to the
installation and integration of the Licensed Product. Each
P.O. must contain the End User's name and address, part
numbers and quantities for the Licensed Products, and any
other deliverables to be supplied under this Agreement. All
P.O.'s shall be subject to acceptance by Adzone and shall not
be binding until the earlier of receipt by Integrator of
written notice of Adzone's acceptance of such order or
shipment of such order, and in the case of acceptance by
shipment, only as to the portion of the order actually
shipped.
6.1.2 In the event Integrator has sold maintenance or support to
the End User for the Licensed Products, the P.O. shall
include the corresponding annual maintenance charge.
6.1.3 All P.O.'s shall be in accordance with the terms and
conditions of this Agreement. No other conditions or
modifications of such terms and conditions, including those
set forth in Integrator's P.O.'s, will be effective unless
specifically agreed to in writing by both parties. Adzone's
failure to object to provisions contained in any P.O. or
other communication from Integrator shall not be construed as
a waiver of this subsection
6.2 TAXES. Integrator shall pay any and all taxes, license fees,
assessments, customs, or other duties and fees paid or payable upon
Adzone's sale or shipment of Licensed Products, provided, however,
that Adzone shall be liable for payment of all taxes levied on its
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