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Oracle PartnerNetwork Worldwide Agreement [Amendment No. 1] - Oracle Corp. and KPMG Consulting Inc.

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                                  AMENDMENT ONE
                                     to the
                              ORACLE PARTNERNETWORK
                               WORLDWIDE AGREEMENT
                                     between
                              KPMG CONSULTING, INC.
                                       and
                               ORACLE CORPORATION

This document ("Amendment One") amends the Oracle PartnerNetwork Worldwide
Agreement between KPMG Consulting, Inc. ("you") and Oracle Corporation
("Oracle"), dated MAY 30, 2002 and any and all amendments thereto ("Agreement").

The parties hereby agree to amend the Agreement as follows:

1.   Delete the second and third sentences in the first paragraph of the
     Agreement and replace with the following:

     "You" and "your" refer to: (i) the individual or entity that has entered
     into this OPN agreement to join the Oracle PartnerNetwork (the "OPN"),
     (ii) your wholly and majority owned subsidiaries that are accepted into the
     OPN as set forth below, and (iii) your wholly owned affiliates that are
     accepted into the OPN as set forth below, Before accessing or distributing
     the programs, each wholly and majority owned subsidiary and each wholly
     owned affiliate must agree in writing to be bound by the terms of any
     applicable ordering document and this OPN agreement and to use the programs
     in accordance with the terms of any applicable ordering document and this
     OPN agreement."

2.   Add the following sentence to the end of the second paragraph of the
     Agreement:

     "However for the initial one (1) year term of the OPN Agreement, Oracle
     shall waive your payment of such worldwide membership fees."

3.   Delete the third paragraph of the Agreement and replace with the following:

     "Each wholly and majority owned subsidiary and each wholly owned affiliate
     that desires to be included in your membership in the OPN must register
     with Oracle to receive membership services. Following processing of a
     wholly or majority owned subsidiary's registration or a wholly owned
     affiliate's registration by Oracle, such subsidiary or affiliate shall be
     notified into which of the three above referenced levels such subsidiary or
     affiliate has qualified. Each subsidiary or affiliate shall receive the
     services associated with the level into which such subsidiary or affiliate
     has qualified."

4.   Delete the first sentence of the third paragraph of the "Marketing
     Materials" section and replace with the following:

<PAGE>

     "You shall cooperate with Oracle to allow for review of your use of the
     marketing materials and compliance with Oracle's commercially reasonable
     quality standards."

5.   Delete subpoint (8) in the second paragraph of the "Ownership and
     Restrictions" section and replace with the following:

     "(8) disclose results of any program benchmark tests ( other than benchmark
     tests you may perform using programs to which you may have access under the
     terms of an end user's license agreement with Oracle) performed in
     furtherance of any development, support services, integration work,
     demonstration, training, and/or testing you may conduct as authorized under
     this OPN agreement without Oracle's prior written consent."

6.   Add the following to the end of the third paragraph in the "Term,
     Termination & Renewal" section:

     "You may cancel or terminate this OPN agreement at any time, however, the
     provisions of this OPN agreement which by their nature extend beyond such
     termination (including, but not limited to the provisions regarding payment
     obligations, ownership and restrictions, confidentiality, warranties,
     disclaimers and remedies, export administration, privacy and data
     protection, proprietary rights, limitations of liability, and governing
     law) shall survive such termination. In addition, you may terminate this
     OPN agreement, upon ten (10) days' written notice to Oracle and without
     liability to Oracle, if you (in your sole discretion) object to Oracle's
     revision of any policy which is applicable to your performance hereunder by
     the express terms of this OPN agreement."

7.   Delete the paragraph in the "Limitation of Liability" section and replace
     it with the following paragraph:

     "EXCEPT WITH RESPECT TO BREACHES OF A PARTY'S INTELLECTUAL PROPERTY RIGHTS,
     OBLIGATIONS RELATING TO INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT
     INDEMNIFICATION HEREIN, AND BREACHES OF THE CONFIDENTIALITY PROVISIONS
     HEREIN, IN NO EVENT SHALL EITHER PARTY OR THEIR LICENSORS BE LIABLE FOR ANY
     INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR
     DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, INCURRED BY THE
     OTHER PARTY OR ANY THIRD PARTY AND ARISING OUT OF OR IN CONNECTION WITH
     THIS OPN AGREEMENT, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF SUCH
     PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH
     RESPECT TO BREACHES OF A PARTY'S INTELLECTUAL PROPERTY RIGHTS, OBLIGATIONS
     RELATING TO INTELLECTUAL PROPERTY RIGHT INFRINGEMENT INDEMINIFICATION
     HEREIN, AND BREACHES OF THE CONFIDENTIALITY PROVISIONS HEREIN, A PARTY'S
     ENTIRE LIABILITY FOR DAMAGES ARISING UNDER THIS OPN AGREEMENT SHALL IN NO
     EVENT

<PAGE>

     EXCEED US$2,000,000. THE PROVISIONS OF THIS OPN AGREEMENT ALLOCATE THE
     RISKS BETWEEN ORACLE AND PARTNER."

8.   Add the following as a new section, entitled "Indemnification":

     "If someone makes a claim against you that any program infringes their
     intellectual property rights, Oracle will indemnify you if you do the
     following:

     .    notify the General Counsel, Legal Department promptly in writing, not
          later than 30 days after you receive notice of the claim, or sooner if
          required by applicable law;
     .    give Oracle sole control of the defense and any settlement
          negotiations; and
     .    give Oracle the reasonable information, authority, and assistance (at
          Oracle's expense) Oracle needs to defend against or settle the claim.

     If Oracle believes that any of the programs may have violated someone
     else's intellectual property rights, Oracle may choose to either modify the
     programs or obtain a license to allow for continued use, or if these
     alternatives are not commercially reasonable, Oracle may end the license
     for the applicable program and refund any license fees and any unused,
     prepaid support fees you have paid for it. Oracle will not indemnify you if
     you alter a program outside the scope of use provided in the documentation
     or if you use a program version which has been superseded, if the
     infringement claim could have been avoided by using an unaltered current
     version of the program. Oracle will not indemnify you to the extend that an
     infringement claim is based upon the combination of programs with any
     products or services not provided by Oracle. This section provides your
     exclusive remedy for any infringement claims or damages."

9.   In the section entitled "Export Administration", delete the entire
     paragraph and replace with the following:

     "Both parties agree that U.S. export control laws and other applicable
     export and import laws govern your use of the programs, including technical
     data. Both parties agree that neither the programs, nor any direct product
     thereof will be exported, directly or indirectly, in violation of these
     laws, or used for any purpose prohibited by these laws, without limitation,
     nuclear, chemical, or biological weapons proliferation or development of
     missile technology."

10.  In the section entitled "Privacy and Data Protection", delete the entire
     paragraph and replace with the following:

     "To the extend that either party shares any information with the other
     party under this OPN agreement, you and Oracle agree to comply with all
     relevant laws and regulations of the United States of America and other
     countries related to privacy and data protection and each party agrees to
     use any information provided to it by the other party under this OPN
     agreement solely for the purposes of participation in the OPN and in
     accordance with Oracle's Privacy Policy, which is located at
     http://partner.oracle.com. You acknowledge that although you may opt out of
     receiving information from Oracle related

<PAGE>

     to various programs and services, Oracle may from time to time provide to
     you information regarding your membership and participation in the OPN."

11.  Delete the first paragraph under the "General" section and replace it with
     following:

     "This agreement is governed by the substantive and procedural laws of the
     State of Delaware."

12.  Delete the first sentence of the second paragraph of the "General" section
     and replace it with the following:

     "Upon 45 days written notice and no more than once per year, Oracle (using
     its own personel) may audit, at Oracle's expense, your use of the programs,
     the materials, marketing materials, services, and any additional Oracle
     resources."

Other than the modifications above, the terms and conditions of the Agreement
remain unchanged and in full force and effect.

The Effective Date of this Amendment One is MAY 30, 2002.

KPMG CONSULTING, INC.                              ORACLE CORPORATION


By: /s/ Norman E. Weisinger                        By: /s/ Jonathan Tseng
    --------------------------                         ---------------------

Name: NORMAN E. WEISINGER                         Name: Jonathan Tseng

Title: MANAGING DIRECTOR                           Title: Contract Specialist