Sample Business Contracts

Development and License Agreement - PeopleSoft Inc. and Momentum Business Applications Inc.

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This Development and License Agreement ("Agreement") is entered into as of
__________, 1998 ("Effective Date") by and between PEOPLESOFT, INC.
("PEOPLESOFT"), a Delaware corporation with a place of business at 4460 Hacienda
Drive, Pleasanton, California 94588 and MOMENTUM BUSINESS APPLICATIONS, INC.
("MOMENTUM"), a Delaware corporation with a principal place of business at 1301
Harbor Bay Blvd., Alameda, California 94502. PeopleSoft and Momentum shall be
collectively referred to herein as the "Parties."

Whereas, the Parties intend to work together to develop software application
products which may be based on PeopleSoft's PeopleTools technology as set forth
herein which shall be known as the Momentum Products;

Whereas, the Parties also entered into the Marketing and Distribution Agreement
("Marketing Agreement") on the Effective Date for PeopleSoft's possible
distribution of the proposed Momentum Products;

Whereas, the Parties have also entered into an agreement for PeopleSoft services
to Momentum ("Services Agreement") as of the Effective Date whereby PeopleSoft
will provide Momentum various services as specified in the Services Agreement;

Whereas, this Agreement, the Services Agreement and the Marketing Agreement are
separate, yet interdependent agreements in the context of the
PeopleSoft/Momentum business relationship; and

Whereas, this Agreement sets forth the manner in which Momentum can use
Available Funds.

The Parties agree as follows:


"Available Funds" means the three hundred million dollars ($300,000,000) in cash
funding that PeopleSoft contributed to Momentum in furtherance of the formation
of Momentum plus any accrued investment income, less any amounts expended under
this Agreement and for related administrative expenses (including expenses under
the Services Agreement).

"Contributed Technology" means any PeopleSoft software products or other
technology that PeopleSoft agrees to provide to Momentum during the work plan
and cost estimate approval process.

"Development Costs" means the fully burdened costs incurred by PeopleSoft
(including costs incurred for third party contractors hired by PeopleSoft) in
developing a Momentum Product.

"Developed Technology" means development tools (other than PeopleTools) which
are developed or otherwise acquired by Momentum for the purpose of developing
Momentum Products.

"Developed Technology Royalties" mean the royalties that PeopleSoft will pay to
Momentum on any software product (other than a Momentum Product) licensed by
PeopleSoft to end users that was developed by PeopleSoft using Developed

"Documentation" means only technical publications relating to the use of the
PeopleSoft Technology, such as reference, user, installation, systems
administrator and technical guides, and training curriculum delivered by
PeopleSoft to Momentum.

 "Momentum Products" means the software applications, including pre-release
versions, and associated documentation that are proposed by PeopleSoft and
accepted by Momentum for development under this Agreement.

"Net License Fees" means the actual amount of license fees received by
PeopleSoft for an end user's use of any product containing Developed Technology,
net of sales, technology witholding or VAT taxes, imputed fees for Support
Services (such as bundled maintenance), consulting, and any third party
royalties less PeopleSoft's actual fully burdened development costs related to
the Developed Technology.

"PeopleSoft Technology" means PeopleTools, Documentation and all other
Contributed Technology provided by PeopleSoft to Momentum and all corrections or
updates thereto. PeopleSoft Technology includes all third-party software
included in PeopleTools and any Contributed Technology that PeopleSoft has the
right to provide and agrees to provide to Momentum.

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Technology acquired by PeopleSoft after the date of this Agreement shall not be
considered PeopleSoft Technology unless such technology is expressly included in
PeopleTools or provided to Momentum as Contributed Technology.

"PeopleTools" means all or any portion of the underlying technology in object or
source code format, tools and documentation delivered by PeopleSoft to Momentum
under this Agreement and any related extensions or future enhancements all of
which serves as the foundation for all PeopleSoft software products.

"Purchase Option" means PeopleSoft's option to acquire all (but not less than
all) of the outstanding callable Class A common stock of Momentum as set forth
in Momentum's Restated Certificate of Incorporation.

"Support Services" means PeopleSoft's then current technical support and
maintenance services for the PeopleSoft Technology. Support Services for general
customers as of the Effective Date are as set forth in Exhibit B attached
hereto. The Support Services initially provided by PeopleSoft to Momentum under
this Agreement shall be substantially similar to those specified in Exhibit B
and may be modified as required for purposes consistent with this Agreement.


1.1     PeopleSoft grants Momentum a perpetual (subject to the section entitled
        "Default and Termination"), worldwide, non-exclusive, nontransferable
        license to use a reasonable number of copies of the PeopleSoft
        Technology solely for internal use purposes connected with this
        Agreement and solely in conjunction with Momentum's development,
        support, demonstration, testing (and any related tasks) of the Momentum
        Products; In addition, Momentum may, with PeopleSoft's consent,
        sublicense third parties to use the PeopleSoft Technology for the same

1.2     To the extent that it has, or in the future obtains, the right to do so,
        Momentum hereby grants PeopleSoft a perpetual, non-exclusive,
        irrevocable, unrestricted, worldwide right to use, market, manufacture,
        reproduce, copy, sublicense, distribute through PeopleSoft's then
        current worldwide channel distribution system (under the PeopleSoft name
        or otherwise pursuant to PeopleSoft's then current general licensing
        policies and methodologies), create derivative works, enhance and modify
        the Developed Technology.

1.3     PeopleSoft shall provide Momentum with one copy of PeopleSoft
        Technology, with rights to make additional copies as reasonably
        necessary for the uses set forth in section 1.1. PeopleSoft shall also
        provide Momentum with one printed set of Documentation and Momentum
        shall have the option to acquire additional sets of Documentation at
        PeopleSoft's then current rates


2.1     Except as expressly authorized herein, Momentum shall not:

        a.      copy or modify the PeopleSoft Technology other than as set forth
                in section 1.1;

        b.      use PeopleSoft Technology to develop any software application
                products that compete with PeopleSoft Technology;

        c.      cause or permit reverse compilation or reverse assembly of all
                or any portion of the PeopleSoft Technology;

        d.      distribute, disclose, market, rent, lease or transfer to any
                third party any portion of the PeopleSoft Technology or the
                Documentation, or use the PeopleSoft Technology or Documentation
                in any service bureau arrangement or third party training other
                than to third party consultants under agreement and
                non-disclosure as mutually agreed upon between the Parties in

        e.      disclose the results of PeopleSoft Technology performance
                benchmarks to any third party without PeopleSoft's prior written

        f.      export PeopleSoft Technology in violation of U.S. Department of
                Commerce export administration regulations; and

        g.      invoke support libraries other than through documented API

2.2     No license, right, or interest in any PeopleSoft trademarks, trade name,
        or service mark is granted hereunder.


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3.1     Defining development projects: PeopleSoft shall propose the development
        of certain Momentum Products to Momentum and shall submit work plans and
        cost estimates for such development initiatives using Exhibit A as a
        general outline. Momentum may approve all or any portion of a proposed
        work plan and cost estimate or may determine not to approve any proposed
        work plan and cost estimate. Notwithstanding the foregoing, Momentum
        shall not be obligated to fund development of Momentum Products in
        excess of amounts reflected in approved work plans and cost estimates.

3.2     (a) Situations wherein PeopleSoft develops:

         If Momentum and PeopleSoft agree that PeopleSoft will do research and
        development work with respect to a Momentum Product, Momentum will pay
        PeopleSoft 110% of PeopleSoft's Development Costs incurred with respect
        to such product. PeopleSoft shall not be required to undertake
        activities that would result in Development Costs exceeding those
        reflected in approved work plans and cost estimates. Except as agreed to
        by the Parties, PeopleSoft shall not be required to devote any specific
        amount of time or resources to research and development activities under
        this Agreement.

        (b) Situations wherein Third Parties develop:

        The Parties intend that they will discuss and agree upon the possible
        use of third parties to develop Momentum Products during the budget
        proposal and approval process. Any agreements between Momentum and third
        parties relating to Momentum Products or Developed Technology must
        include appropriate provisions for the protection of PeopleSoft
        Technology and PeopleSoft's rights under this Agreement, the Marketing
        Agreement, and the Services Agreement and as a holder of the Momentum
        Class B Common Stock. Subject to the foregoing, the amount and nature of
        work to be performed by third parties will be determined by Momentum.

3.3     Momentum hereby grants PeopleSoft a right of first refusal with respect
        to any future financing proposed to be conducted by Momentum. If at any
        time, Momentum intends to raise more than $100,000 of capital in a
        transaction or series of transactions, Momentum shall provide PeopleSoft
        with notice of the proposed transaction including a summary of terms of
        the proposed transaction. If PeopleSoft desires to provide Momentum with
        the financing on the terms proposed by Momentum, it may do so by giving
        Momentum notice within 15 days of its receipt of the notice of the
        proposed by Momentum. If PeopleSoft does not exercise its rights
        hereunder, Momentum shall have 60 days from the expiration of the
        foregoing 15 day period to complete the financing on the terms contained
        in the notice provided to PeopleSoft. If Momentum does not complete the
        financing within said 60 day period, PeopleSoft's rights hereunder shall
        be deemed to be revived.

3.4     Momentum shall use diligent efforts to research and develop Momentum
        Products in accordance with approved work plans and cost estimates
        agreed to by the Parties pursuant to this Agreement. As of the Effective
        Date, the Parties contemplate the development of the following Momentum
        Products: electronic business, analytic applications and
        industry-specific software applications.

3.5     The Parties intend to discuss and agree upon the use of Available Funds
        during the work plan and cost estimate approval process. Momentum may
        use the Available Funds only to develop or acquire Momentum Products and
        related technologies and for related administrative expenses. There are
        no restrictions on Momentum's use of its funds other than Available
        Funds to conduct its business as it determines.

3.6     Momentum will invest the Available Funds in high quality marketable
        securities. Momentum may not encumber, pledge or otherwise take any
        action with respect to the Available Funds that could prevent the full
        expenditure of such funds under this Agreement. If PeopleSoft reasonably
        believes Momentum has or intends to use the Available Fund for purposes
        other than those allowed by this Agreement, PeopleSoft will have the
        right to require Momentum to make an affirmative pledge of the Available
        Funds to performance under this Agreement.

3.7     PeopleSoft agrees to sublicense to Momentum any required third party
        software in which PeopleSoft has applicable distribution rights.
        Momentum shall be responsible for the payment of any technology access
        fees or royalties due third parties for the use of such third party


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4.1     PeopleSoft Technology shall be provided by PeopleSoft to Momentum under
        this Agreement at no license fee or royalty obligation.

4.2     PeopleSoft shall pay Developed Technology Royalties to Momentum equal to
        one percent (1%) of Net License Fees on products (other than Momentum
        Products) sold or licensed by PeopleSoft that were developed by
        PeopleSoft using Developed Technology. PeopleSoft's obligation to pay
        Developed Technology Royalties to Momentum shall cease ten (10) years
        after the Developed Technology is acquired or first identified as part
        of a work plan related to the development of a Momentum Product.

4.3     Momentum shall reimburse PeopleSoft for its Development Costs under
        section 3.2(a) on a monthly basis.


5.1     During the period that this Agreement and the Marketing Agreement are in
        effect and provided that Momentum is current on all payment obligations
        under the Services Agreement, at no fee to Momentum, PeopleSoft shall
        provide Momentum with Support Services.


6.1     PeopleSoft (or its third-party providers) retains title to all portions
        of the PeopleSoft Technology. Any modifications to the PeopleSoft
        Technology made by Momentum or any of its subcontractors (including
        PeopleSoft) to develop a Momentum Product in accordance with this
        Agreement shall be owned by PeopleSoft. PeopleSoft will not be obligated
        to make any royalty or other payments with respect to such PeopleSoft
        Technology or modifications.

        Title to the Momentum Products shall vest in Momentum, subject to
        PeopleSoft's underlying right, title and interest to PeopleSoft
        Technology. Title to the Developed Technology shall vest in Momentum,
        subject to PeopleSoft's license to use the Developed Technology as set
        forth in section 1.2 herein. Except as may be otherwise expressly set
        forth in this Agreement, title to any technology developed pursuant to
        this Agreement will vest in both PeopleSoft and Momentum and each will
        have full right to make, use, license and sublicense such technology
        without any obligation to the other.

6.2     Title to the physical media for the PeopleSoft Technology vests in
        Momentum upon delivery. The PeopleSoft Technology contains valuable
        proprietary information, and Momentum shall not disclose the PeopleSoft
        Technology to anyone other than those of its employees or consultants
        under nondisclosure obligations who have a need to know for purposes
        consistent with this Agreement. Momentum shall affix, to each full or
        partial copy of PeopleSoft Technology made by Momentum, all copyright
        and proprietary information notices as affixed to the original.

6.3     All information clearly marked "confidential" or which should be
        reasonably understood to be confidential by either party under this
        Agreement and provided to the other party shall be treated as
        confidential and shall not be disclosed, orally or in writing by the
        receiving party to any third party without the prior written consent of
        the disclosing party.

6.4     The obligations set forth in this section entitled "Title and Protection
        /Non-disclosure" shall survive termination of this Agreement.


7.1     PeopleSoft represents that the PeopleSoft Technology does not infringe
        any patent, copyright or other third party intellectual property rights
        when used in accordance with the published specifications. PeopleSoft
        represents that the PeopleSoft Technology and all subsequent major
        releases thereon will perform substantially in accordance with the
        corresponding documentation for a period of one (1) year from the date
        of installation. PeopleSoft does not represent that the PeopleSoft
        Technology is error-free. In the event the PeopleSoft Technology does
        not perform substantially in accordance with the published
        specifications, PeopleSoft's sole obligation is limited to repair or
        replacement of the defective PeopleSoft Technology in accordance with
        its then current Support Services terms and

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        conditions, provided Momentum notifies PeopleSoft of the deficiency
        within the one-year period and provided Momentum has installed all
        PeopleSoft Technology updates provided by PeopleSoft's Support Services.




        PeopleSoft's liability for damages under this Agreement shall in no
        event exceed the then current standard list price for a license to
        peopletools by Momentum. the parties agree to the allocation OF
        LIABILITY RISK THAT is set forth in this Section.


9.1     PeopleSoft shall indemnify and defend Momentum against any claims that
        the PeopleSoft Technology infringes any patent, copyright or trade
        secret; provided that PeopleSoft is given prompt notice of such claim
        and is given information, reasonable assistance, and authority to defend
        or settle the claim. In the defense or settlement of the claim,
        PeopleSoft may obtain for Momentum the right to continue using the
        PeopleSoft Technology or replace or modify PeopleSoft Technology so that
        it becomes noninfringing while giving substantially equivalent
        performance. PeopleSoft shall have no liability if the alleged
        infringement is based on: (i) a modification of PeopleSoft Technology by
        anyone other than PeopleSoft; or (ii) the use of PeopleSoft Technology
        other than in accordance with the Documentation.

9.2     Momentum shall indemnify and defend PeopleSoft against any claims that
        the components of the Momentum Products or Developed Technology, that
        are developed by Momentum in furtherance of this Agreement and the
        Marketing Agreement infringes any patent, copyright or trade secret;
        provided that Momentum is given prompt notice of such claim and is given
        information, reasonable assistance, and authority to defend or settle
        the claim. In the defense or settlement of the claim, Momentum may
        obtain for PeopleSoft the right to continue using and marketing the
        Momentum Products or Developed Technology or replace or modify the
        Momentum Products or Developed Technology so that it becomes
        noninfringing while giving substantially equivalent performance.
        Momentum shall have no liability if the alleged infringement is based
        on: (i) a modification of the Momentum Product or Developed Technology
        by anyone other than Momentum or its subcontractors, if any; or (ii) the
        use of the Momentum Product or Developed Technology other than in
        accordance with the documentation provided by Momentum. To the extent
        Momentum elects to provide PeopleSoft with modifications to the
        PeopleSoft Technology, in every case and simultaneous with the delivery
        of such PeopleSoft Technology modifications, Momentum shall provide
        written notice to PeopleSoft that such PeopleSoft Technology
        modifications are provided "as-is" and "without any indemnification for
        third party infringement claims."

9.3     The obligations set forth in this section entitled "Indemnification"
        shall survive the termination of this Agreement.


10.1    Any of the following shall constitute an event of default:

        a.      Momentum fails to perform any of its obligations under the
                sections entitled "License Exclusions" or "Title and Protection
                /Non-disclosure"; or

        b.      Either party fails to perform any other material obligation
                under this Agreement and such failure remains uncured for more
                than thirty (30) days after receipt of written notice thereof.

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10.2    If an event of default occurs, the nondefaulting party, in addition to
        any other rights available to it under law or equity, may terminate this
        Agreement and all licenses granted hereunder by written notice to the
        defaulting party. Remedies shall be cumulative and there shall be no
        obligation to exercise a particular remedy. In the event this Agreement
        is terminated by PeopleSoft in connection with Momentum's breach of a
        material obligation under this Agreement, PeopleSoft shall be entitled
        to receive, as liquidated damages, the Available Funds. If PeopleSoft
        reasonably believes that such liquidated damages are inadequate, then
        PeopleSoft will be entitled to specific performance of Momentum's
        obligations under this Agreement in connection with such breach.

10.3    This Agreement will automatically terminate upon the expiration of the
        Purchase Option; provided, however that PeopleSoft's obligation to pay
        Developed Technology Royalties will continue until the expiration of the
        respective royalty terms, even if the Purchase Option expires

10.4    Within fifteen (15) days after termination of this Agreement, except for
        copies of PeopleSoft Technology for use solely in connection with an
        agreed upon transition plan, Momentum shall certify in writing to
        PeopleSoft that all copies of the PeopleSoft Technology in any form,
        including partial copies within modified versions, have been destroyed
        or returned to PeopleSoft. The Parties shall also meet, discuss in good
        faith and agree to a transition plan (which shall not exceed two (2)
        years) to enable Momentum to transition the Momentum Products and
        customers using Momentum Products from PeopleTools technology to a
        different technology.

11.     NOTICES

        All notices shall be in writing and hand-delivered or sent by first
        class mail, overnight mail, courier, or transmitted by facsimile (if
        confirmed by such mailing), to the addresses indicated on the first page
        of this Agreement, or such other address as either party may indicate by
        at least ten (10) days prior written notice to the other party. Notices
        to PeopleSoft shall be addressed to the Legal Department.


        Momentum may not assign this Agreement (by operation of law or
        otherwise) or sublicense PeopleSoft Technology without the prior written
        consent of PeopleSoft or as set forth in the event of certain
        contingencies as expressed in the Marketing Agreement, and any
        prohibited assignment or sublicense shall be null and void.

13.     GENERAL

13.1    This Agreement is made in and shall be governed by the laws of the State
        of California, excluding choice of law principles. Any actions brought
        to enforce any of the provisions of this Agreement shall be fully and
        finally resolved by binding arbitration conducted by a mutually
        acceptable independent third party. Except for actions for breach of
        PeopleSoft's proprietary rights in PeopleSoft Technology or Momentum's
        proprietary rights in the Momentum Products, no action regardless of
        form, arising out of this Licensing Agreement may be brought by either
        party more than one year after the cause of action has accrued.

13.2    The section headings herein are provided for convenience only and have
        no substantive effect on the construction of this Agreement. If any
        provision of this Agreement is held to be unenforceable, this Agreement
        shall be construed without such provision.

13.3    The failure by a party to exercise any right hereunder shall not operate
        as a waiver of such party's right to exercise such right or any other
        right in the future. Neither party shall be liable to the other for any
        failure to perform due to causes beyond its reasonable control.

13.4    No agency, partnership or employment is created by this Agreement.
        Momentum shall not use the name of PeopleSoft in any advertising, public
        relations or media release without the prior written consent of

13.5    This Agreement replaces and supersedes any prior verbal understandings,
        written communications, and constitutes the entire agreement between the
        Parties concerning this subject matter. This Agreement may be amended
        only by a written document executed by a duly authorized representative
        of each of the Parties. This Agreement may be executed in counterparts.

CONFIDENTIAL                       Page 6 of 11
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This Agreement is made as of the Effective Date.


-----------------------------------         ------------------------------------
Authorized Signature                        Authorized Signature

-----------------------------------         ------------------------------------
Printed Name and Title                      Printed Name and Title

CONFIDENTIAL                       Page 7 of 11
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                                    EXHIBIT A



(a)     DURATION. The approximate duration of Phase 1 shall be the first several
months commencing on the Effective Date.


        (1)    defining the project requirements as mutually agreed.
        (2)    Establish and maintain the development environment.
        (3)    Evaluate possible future beta sites.
        (4)    Generally determine the requirements and costs of documentation.
        (5)    Preparation of the project plans which are expected to include
               detailed deliverables, and development milestones.
        (6)    Preparation of the test plans.
        (7)    Determination of an appropriate database to be used as a starting
               point for the Momentum Product.


(a)      DURATION. The Parties anticipate that Phase 2 may overlap with Phase 1
and shall commence during the __________ month of the Project and end, depending
on Momentum Product within __________ months of the commencement of the project.


               (1) Create all databases.
               (2) Develop or create functional prototypes of all modules and
                   listed functions.
               (3) Participate in ongoing beta sites review and feedback. (4)
                   Refinement of project plans, including definition of detailed
                   requirements for all functions.
               (5) Refinement of test plans.


(a)     DURATION. The Parties anticipate that Phase 3 shall commence in  the
_________  month of the project and end upon General Availability of the
Momentum Product.


        (1)    Complete, as set forth in the project plans, the interfaces
               between the PeopleSoft Technology and Momentum Products..

        (2)    Provide the publication expertise reasonably necessary to turn
               the Documentation and training guide drafts into final documents
               ready for delivery to customers. This effort contemplates limited
               textual editing, document formatting and other minor preparations
               which are typically expected prior to publication, and which will
               otherwise conform the Documentation to PeopleSoft's then current
               style guides.

        (3)    Undertake final testing.

CONFIDENTIAL                      Page 8 of 11
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                                    EXHIBIT B

Software Support Services Terms and Conditions ("SUPPORT SERVICES") are
referenced in and incorporated into the Software License and Services Agreement
("Agreement") between PeopleSoft and Licensee. Capitalized terms have the same
meaning as they do in the Agreement.

PeopleSoft provides Licensee with Support Services for the Software at the Site
in exchange for payment of the applicable Support Services fees. Only designated
Licensee employees may contact PeopleSoft for the provision of Support Services.
Licensee may acquire Support Services for additional Licensee sites by paying
PeopleSoft the applicable annual secondary site Support Services fee.

PeopleSoft will periodically issue the following technical and functional
improvements to Software:
    (1) Fixes to Errors; (2) Updates; and (3) Enhancements

PeopleSoft shall address Errors in accordance with the following protocols:

Priority 1-Critical Level: PeopleSoft promptly: (1) designates PeopleSoft
    specialist(s) to correct Error; (2) provides expanded communication on
    correction status; and (3) escalates troubleshooting a Workaround or Fix.
Priority 2-Urgent Level: PeopleSoft promptly: (1) designates PeopleSoft
    specialist(s) to correct Error; (2) provides ongoing communication on
    correction status; and (3) initiates troubleshooting a Workaround or Fix.
Priority 3-Standard Level: PeopleSoft: (1) assigns PeopleSoft specialist(s) to
    commence correction of Error; and (2) exercises all commercially reasonable
    efforts to include the Fix for Error in the next Update.
Priority 4-Base Level: PeopleSoft: (1) assigns Error to case management and
    tracking; and (2) may include the Fix for Error in the next Update.

PeopleSoft provides telephone support concerning Software installation and use.
Except for designated holidays, standard telephone support hours are Monday
through Friday, 4:00 a.m. to 6:30 p.m., Pacific Time. Telephone Support is also
available 24-hours-a-day, 7-days-a-week for in-production customers who need to
resolve critical production problems outside of standard support hours.

PeopleSoft assigns an account manager to assist with the support relationship
between PeopleSoft and Licensee. Licensee will reimburse PeopleSoft for the
reasonable travel and living expenses of the account manager for on-site support


a.  PeopleSoft Customer Connection is an on-line, self-service system that
    features postings by PeopleSoft and customers regarding technical and
    non-technical topics of interest. Licensee may access PeopleSoft Customer
    Connection via Internet access at its own expense.

b.  Software Updates, Enhancements, and Fixes may be delivered to Licensee
    through PeopleSoft Customer Connection, or by mail from PeopleSoft on
    Licensee's written request. PeopleSoft information posted to Customer
    Connection is confidential and proprietary and shall only be used in
    connection with Licensee's use of the Software and informational
    communications with other PeopleSoft Customer Connection participants.
    PeopleSoft shall have the right to publish, modify and distribute any
    information or software provided by Licensee to Customer Connection in all
    languages. Licensee shall not use PeopleSoft Customer Connection for
    advertising or public relations purposes and shall only submit information
    to PeopleSoft Customer Connection that Licensee owns or has permission to
    use in such manner.

c.  To diminish exposure to software viruses, PeopleSoft tests and scans all
    information entered by PeopleSoft for software viruses prior to submitting
    it to PeopleSoft Customer Connection. Licensee shall also use a reliable
    virus detection system on any software or information posted to PeopleSoft
    Customer Connection, utilize back-up procedures, monitor access to
    PeopleSoft Customer Connection, promptly notify PeopleSoft of any virus
    detected within Licensee's systems associated with PeopleSoft Customer
    Connection and generally exercise a reasonable degree of caution when
    utilizing information from PeopleSoft Customer Connection. PeopleSoft does
    not warrant that PeopleSoft Customer Connection will operate without
    interruption or without errors. PeopleSoft reserves the right to modify or
    suspend PeopleSoft

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<PAGE>   10

    Customer Connection service in connection with PeopleSoft's provision of
    Support Services. PeopleSoft assumes no responsibility for anything posted
    by anyone other than PeopleSoft, including, but not limited to, information
    about PeopleSoft software, modification code, or portions thereof.

7.  FEES
The initial period of Support Services for the Site is indicated in the Schedule
and included in the Software license fee; thereafter, in the event Licensee
elects to continue to receive Support Services, Licensee shall pay PeopleSoft
the annual Support Services fee as set forth in the Schedule. Support Services
are billed on an annual basis, payable in advance. Unless Licensee has provided
proof of tax-exempt status, Licensee is responsible for all taxes associated
with Support Services, excluding taxes based on PeopleSoft's income. Licensee's
payment shall be due within thirty (30) days of receipt of the PeopleSoft
invoice. Should Licensee elect not to renew Support Services and subsequently
requests Support Services, PeopleSoft shall reinstate Support Services only
after Licensee pays PeopleSoft the annual then-current fee plus all cumulative
fees that would have been payable had Licensee not suspended Support Services.

Unless otherwise expressly set forth in the Agreement, Support Services shall be
provided for a period of one (1) year from the Schedule Effective Date, and
shall be extended each additional year unless terminated by either party. Each
one (1) year term shall commence on the anniversary of the Schedule Effective

Either party may terminate the Support Services provisions at the end of any
support term by giving the other party written notice at least ninety (90) days
prior to the end of the term.

If Licensee fails to make payment pursuant to the section titled "Fees", or
Licensee breaches the Support Services provisions and such breach has not been
cured within thirty (30) days of receipt of written notice of breach, PeopleSoft
may suspend or cancel Support Services.

PeopleSoft shall have no obligation to support:

    a.  Substantially altered, damaged or modified Software;

    b.  Software that is not the then-current release, or a Previous Sequential

    c.  Errors caused by Licensee's negligence, hardware malfunction, or other
        causes beyond PeopleSoft's reasonable control;

    d.  Software installed in a hardware or operating environment not supported
        by PeopleSoft; and

    e.  Third party software not licensed through PeopleSoft.

All Updates, Enhancements and Fixes provided to Licensee are subject to the
terms and conditions of the Agreement. PeopleSoft may modify Support Services on
an annual basis to reflect current market condition upon reasonable notice.

"ENHANCEMENT" means a technical or functional addition to the Software delivered
with a new Software release to improve functionality and/or operations.

"ERROR" means a Software malfunction that degrades the use of the Software.

"FIX" means the repair or replacement of source, object or executable code
Software versions to remedy an Error.

"PREVIOUS SEQUENTIAL RELEASE" means a Software release for a particular
operating environment that has been replaced by a subsequent Software release in
the same operating environment. PeopleSoft will support a Previous Sequential
Release for a period of eighteen (18) months after release of the subsequent
release. Multiple Previous Sequential Releases may be supported at any given

"PRIORITY 1" means an Error that renders the Software inoperative or causes the
Software to fail catastrophically.

"PRIORITY 2" means an Error that affects performance of the Software and
prohibits Licensee's use of the Software.

"PRIORITY 3" means an Error that affects performance of the Software, but does
not prohibit Licensee's use of the Software.

CONFIDENTIAL                      Page 10 of 11
<PAGE>   11

"PRIORITY 4" means an Error that causes only a minor impact on the use of the

"UPDATE" means all published revisions to the Documentation and one (1) copy of
the new Software release not designated by PeopleSoft as new products or
functionality for which it charges separately.

"WORKAROUND" means a change in the procedures followed or data supplied to avoid
an Error without significantly impairing Software performance.

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