Major Account License Agreement - Selectica Inc. and Fujitsu Network Communications Inc.
SELECTICA, INC.
MAJOR ACCOUNT LICENSE AGREEMENT
This Agreement, dated as of November 4, 1998 (the "Effective Date"), is
made and entered into by and between Selectica, Inc. ("SELECTICA") a California
corporation with its principal offices at 2890 Zanker Road, Suite 101, San Jose,
CA 95134, and Fujitsu Network Communications, Inc.("Customer" or "FNC"), a
California corporation with its principal offices at 2801 Telecom Parkway,
Richardson, TX 75082. SELECTICA and Customer agree as follows:
SECTION 1. DEFINITIONS
Whenever used in this Agreement, the following terms will have the
following specified meanings:
1.1 "DOCUMENTATION" means the documentation specified in Exhibit A
attached hereto and licensed to Customer hereunder, together with any and all
new releases, corrections and updates furnished by SELECTICA to Customer under
this Agreement.
1.2 "SOFTWARE" means the computer software specified in Exhibit A attached
hereto, in object code form, together with any and all Upgrades furnished by
SELECTICA to Customer under this Agreement.
1.3 "UPGRADES" means all releases, updates and corrections of the Software
licensed to Customer hereunder, in object code form, which are
published and generally made commercially available by SELECTICA to
its licensees of the Software with a change in the integer, tenths or
hundredths digit of the version number (e.g., a change from version
x.xx to y.xx or x.yx or x.xy). Upgrades shall not include any release,
update or correction that has been customized by SELECTICA for use by
any particular licensee of the Software other than Customer or which
is made by SELECTICA solely to adopt or reflect the trade dress of any
third party.
1.4 "WORK AUTHORIZATION" means the documentation created by Selectica to
be approved by FNC to specify the requirements for the deliverables,
and which shall contain a general statement of intended use of the
configurator, a complete description of each deliverable and a
specific list of features required in the deliverable and the
applicable time table.
SECTION 2. SOFTWARE DELIVERY AND LICENSE
2.1 DELIVERABLES. Upon execution of this Agreement, SELECTICA shall
deliver to Customer the Software licensed hereunder to Customer.
2.2 GRANT. SELECTICA hereby grants Customer a nonexclusive,
nontransferable, perpetual license to:
[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
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(a) Install and use the Software ordered by Customer hereunder
for internal processing requirements of Customer and for distribution to
Customer's customers on the number of servers and/or seats authorized under this
Agreement. The number of servers and/or seats initially authorized hereunder is
set forth in Exhibit A. Customer may increase the number of authorized servers
or seats from time to time in unit quantities and upon payment to SELECTICA of
the applicable amount as set forth in Exhibit B.
(b) Reproduce the Documentation for the Software ordered by
Customer hereunder and/or incorporate all or any portion of the Documentation in
training materials prepared by the Customer, in each case solely for the use of
the Customer and Customer's customers and provided that the copyright notices
and other proprietary rights legends of SELECTICA are included on each copy of
the Documentation and such materials.
(c) Reproduce and make one copy of the Software for archival and
backup purposes.
2.3 RESTRICTIONS. Customer shall use the Software and Documentation only
for the purposes specified in section 2.2 and in accordance with the following:
(a) Customer shall not modify or prepare derivative works of the
Software or Documentation except as expressly permitted in Section 2.2;
(b) Customer shall not reverse engineer, disassemble or decompose
the Software, except to the extent that such acts may not be prohibited under
applicable law;
(c) Customer shall not remove, obscure, or alter any notice of
patent, copyright, trade secret, trademark, or other proprietary rights notices
present on any Software and Documentation;
(d) Customer shall not sublicense, sell, lend, rent, lease, or
otherwise transfer all or any portion of the Software or the Documentation to
any third party except as may be permitted in Section 9.4 hereof, with the
exception that Customer shall have the right and license to distribute Selectica
Object Code for ACE Desktop to Customer's customers and Customer's employees and
agents in order for such customers and employees to run The Fujitsu Configurator
(as defined in Exhibit D).
(e) Customer shall not use the Software or the Documentation to
provide fee based services to an unaffiliated third party which are
substantially similar to the services described on Exhibit D.
2.4 COMPLIANCE WITH LAWS. SELECTICA and Customer shall each comply with
all applicable laws, regulations, rules, orders and other requirements, now or
hereafter in effect, of any applicable governmental authority, in their
performance of this Agreement. Without limiting the generality of the foregoing,
Customer will comply with all export laws and
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regulations of the United States in dealing with the Software including its
export and use of the Software outside the United States.
2.5 PROPRIETARY RIGHTS. The Software and Documentation contains
valuable patent, copyright, trade secret, trademark and other proprietary rights
of SELECTICA. Except for the license granted under Section 2.2, SELECTICA
reserves all rights to the Software and Documentation. No title to or ownership
of any Software or proprietary rights related to the Software or Documentation
is transferred to Customer under this Agreement, except as set forth in Section
2.7.
2.6 PROTECTION AGAINST UNAUTHORIZED USE. Customer shall promptly notify
SELECTICA of any unauthorized use of the Software or Documentation of which
Customer is aware. In the event of any unauthorized use by any of Customer's
employees, agents or representatives, Customer shall use its commercially
reasonable best efforts to terminate such unauthorized use and to retrieve any
copy of the Software or Documentation in the possession or control of the person
or entity engaging in such unauthorized use. SELECTICA may, at its option and
expense, participate in any such proceeding and, in such an event, Customer
shall provide such authority, information and assistance related to such
proceeding as SELECTICA may reasonably request.
2.7 It is agreed by SELECTICA that Customer's custom graphical user
interface, and Customer Knowledge Database, and all associated hardware,
software and documentation will remain the property of Customer, and SELECTICA
is granted no license thereto. SELECTICA grants to Customer all right, title and
interest in and to all work product and Deliverables resulting from the Services
performed as set forth in Exhibit D including, without limitation, the Fujitsu
Configurator.
SECTION 3. SUPPORT SERVICES, TRAINING AND MAINTENANCE
3.1 SUPPORT SERVICES AND TRAINING. Provided Customer has paid
SELECTICA the applicable maintenance fee specified in Exhibit B, SELECTICA will
provide Customer with the maintenance services and training set forth below.
SELECTICA reserves the right to change or discontinue from time to time all or
any part of the services or systems described below upon prior written notice to
Customer provided (a) such notice is received by Customer at least six months
prior to the effective date of any such discontinuation and (b) the effective
date of any such discontinuation is on the anniversary date of the maintenance
agreement.
(a) Telephone/Fax Support. During the maintenance period, SELECTICA
will provide Customer with telephone support during the hours of 8 a.m. to 5
p.m. (PST), Monday through Friday, excluding holidays observed by SELECTICA.
SELECTICA will provide after-hours answering service to record inquiries from
Customer, and SELECTICA will use reasonable commercial efforts to respond to any
such inquiries within one (1) business day of receipt. Customer will ensure that
only person(s) properly trained in the operation and usage of the Software and
designated by Customer as a contact in accordance with paragraph 3.1(c) below
will utilize such telephone support. SELECTICA will provide such telephone
assistance in connection with the (i) installation and operational use of the
Software and Documentation; (ii) identification and verification of the causes
of suspected errors or malfunctions in the Software; and (iii) providing of
detours for identified Software errors or malfunctions, where
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reasonably available to SELECTICA. Further, upon request by SELECTICA, Customer
will allow SELECTICA to perform on-line diagnostics of the Software.
(b) Internet Access. SELECTICA shall furnish SELECTICA's electronic
mail system by which Customer may send questions to SELECTICA about software.
SELECTICA will use reasonable efforts to respond to such inquiries within (1)
business day of receipt.
(c) Training Services. SELECTICA will authorize a maximum of two
Customer employees selected by Customer to contact SELECTICA for telephone
and/or fax Support. Each contact must have completed SELECTICA's Training Course
("Training Course"), and will be designated as either the primary or backup
contact.
3.2 MAINTENANCE. Provided Customer has paid SELECTICA the applicable
maintenance fee specified in Exhibit B, SELECTICA will furnish to Customer
within a reasonable time after publication, one (1) copy of all Upgrades.
3.3 OTHER SERVICES. SELECTICA will furnish to Customer professional
services ("Services" or "Professional Services") including, without limitation,
the Software customization and/or additional maintenance services, training,
and/or professional services identified in Exhibits C and D, as may be amended
from time to time, and other Exhibits as may be added describing additional
services to be performed, if any, on the terms and conditions in this Agreement
and below:
a) Customer will pay SELECTICA for the Services actually rendered as set
forth in Exhibits C and D and for all preapproved, actual and reasonable
travel, lodging and other out-of-pocket expenses incurred in the course of
performing the Services. SELECTICA shall submit invoices identifying the
Work Authorization, the Services provided, applicable Billing Rate(s) and
expenses. Any taxes incurred in connection with Services (other than taxes
imposed on SELECTICA's earnings generally or referred to in Section b
below) will be billed to, and paid by Customer in addition to Project Fees
and Expenses. Payment is due within thirty (30) days of receipt of the
invoice provided that FNC does not reasonably dispute such invoice.
SELECTICA may suspend work and withhold Deliverables in the event a
properly submitted and valid invoice is not paid within thirty days of
notice of nonpayment, and may charge interest at a rate of one percent per
month on any outstanding balance more than forty-five days overdue.
b) SELECTICA is an independent contractor, and no Work Authorization shall
be construed to create an employment relationship between the parties,
whether for tax or any other purpose. Neither party shall have the right to
bind the other to any agreement with a third party or to incur any
obligation or liability on behalf of the other party. SELECTICA and its
personnel shall not be considered employees of Customer. SELECTICA will,
during the term of this Agreement, maintain at SELECTICA's expense all
necessary insurance for its personnel, including but not limited to
worker's compensation, disability, unemployment insurance, and general
liability insurance. SELECTICA will provide Customer with certification of
insurance upon request. SELECTICA will be responsible for employment taxes,
worker's compensation, disability, or unemployment compensation insurance,
premiums or claims levied upon or attributable to the services rendered by
SELECTICA, and SELECTICA's personnel, including but not limited to, all
state and federal FICA, worker's
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compensation, disability, or unemployment, withholding taxes, premiums and
claims. SELECTICA will not subcontract any of the work without the express
written consent of FNC. SELECTICA will execute any documents reasonable
requested by FNC in order to perform the work, including, without
limitation, those required under contracts with third parties.
c) Either party may terminate a Work Authorization at any time on fifteen
(15) days prior written notice; provided that upon termination Customer
shall pay SELECTICA for Services, work-in-progress and expenses incurred
prior to the effective date of termination. Upon the termination of a Work
Authorization, the parties shall return any Confidential Information
received in tangible form, and SELECTICA shall deliver to Customer all
documents and other materials received from Customer in the course of
providing Services under the Work Authorization and, to the extent paid for
by Customer, copies of all Deliverables or portions of Deliverables
prepared pursuant to the Work Authorization.
3.4 SOURCE CODE DELIVERY. SELECTICA shall release the source code of the
Software and of the Deliverables, if applicable, if:
(a) SELECTICA is unwilling or unable to support and/or maintain the
Software and applicable Deliverables as outlined in Section 3 of this agreement,
ceases operations in the area of the Software, or Customer reasonably believes
that any of the above may occur and SELECTICA does not provide evidence to the
contrary within five (5) days of receipt of notice from Customer describing its
concerns; or
(b) SELECTICA has filed for bankruptcy, a bankruptcy notice has been
filed against it, or a receiver has been appointed.
(c) In the event of a successor corporation, all responsibilities
regarding this agreement will follow and become the responsibilities of the
"Newco" or successor corporation.
SECTION 4. COMPENSATION
4.1 LICENSE FEE. Customer will pay SELECTICA the Software license fee
specified in Exhibit B.
4.2 MAINTENANCE FEE. In consideration for SELECTICA's services set
forth in Section 3.1 and Section 3.2, Customer agrees to pay SELECTICA the
maintenance fee in the amount and in accordance with the terms of Exhibit A for
the first twelve (12) month period commencing on the Effective Date. Customer
may renew the services described in Section 3.1 and Section 3.2 thereafter on an
annual basis by payment of the maintenance fee before the beginning of each new
twelve (12) month period. SELECTICA reserves the right to change the maintenance
fee from time to time after the end of the first twelve (12) month period after
the Effective Date provided that SELECTICA may only increase the fee by five
percent (5%) of the current year maintenance fee and SELECTICA may only increase
the fee one time per year to be effective at the end of the current maintenance
year. SELECTICA shall give Customer at least
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sixty (60) days prior written notice of any such change. SELECTICA reserves the
right to charge Customer a reinstatement fee to resume such maintenance services
if Customer has not continuously maintained such services in effect in
accordance with the terms of this Section 4.2.
4.3 PAYMENT. All fees, charges and other sums payable to SELECTICA
under this Agreement will be due and payable on the dates specified in Exhibit
B, or within thirty (30) days after receipt of an invoice if no date is
specified in Exhibit B. All monetary amounts are specified and shall be paid in
the lawful currency of the United States of America. Customer shall pay all
amounts due under this Agreement to SELECTICA at the address set forth herein or
such other location as SELECTICA designates in writing. Any amount not paid when
due will bear interest at the rate of one and one half percent (1.5%) per month
or, the maximum rate permitted by law, whichever is less, determined and
compounded on a daily basis from the date due until the date paid. All fees,
charges and other sums payable to SELECTICA under this Agreement do not include
any sales, use, excise or other applicable taxes, tariffs or duties (excluding
any applicable federal and state taxes based on SELECTICA's net income), payment
of which shall be the sole responsibility of Customer.
SECTION 5. TERM AND TERMINATION
5.1 TERM. The term of this Agreement and the license set forth in
Section 2.2 shall commence on the Effective Date and shall end upon the
termination of this Agreement pursuant to Section 5.2 or Section 5.3.
5.2 TERMINATION BY CUSTOMER. Customer may terminate this Agreement
and the license granted hereunder at any time by returning to SELECTICA all
copies of the Software and the documentation in its possession or control, or
providing written notice certifying destruction of such, subject to verification
of the same by SELECTICA to SELECTICA's satisfaction in its sole discretion.
Such termination shall not relieve Customer of any of its outstanding financial
obligations to SELECTICA. If Customer's termination of this Agreement is due to
a breach of this Agreement by SELECTICA, Customer shall have, in addition to the
remedies specified in this Agreement, all rights and remedies under law and
equity.
5.3 TERMINATION BY SELECTICA. If Customer defaults in the performance
of or compliance with any of its obligations under this Agreement, and such
default has not been remedied or cured within thirty (30) days after SELECTICA
gives Customer written notice specifying the default or longer if the nature of
the default is such that more than thirty (30) days are required for the cure
thereof, and Customer fails to commence its effort to cure such breach or
default within such thirty (30) day or extended period and to diligently
prosecute the same to completion thereafter to SELECTICA's reasonable
satisfaction, SELECTICA may terminate this Agreement and the license granted
hereunder, in addition to its other rights and remedies under law.
5.4 POST TERMINATION. Upon termination of this Agreement, Customer
shall promptly cease the use of the Software and Documentation and destroy (and
in writing certify such destruction) or return to SELECTICA all copies of the
Software and Documentation then in Customer's possession or control.
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5.5 SURVIVAL. Sections 2.5, 2.7, 4, 5.4, 6.1, 7, 8 and 9 shall
survive the termination of this Agreement, in addition to all other sections
which by their nature are intended to survive.
SECTION 6. WARRANTIES AND REMEDIES
6.1 PERFORMANCE WARRANTY AND REMEDY. SELECTICA warrants to Customer
that when operated in accordance with the Documentation and other instructions
provided by SELECTICA, the Software will perform substantially in accordance
with the functional specifications set forth in the Documentation for a period
of ninety (90) days after delivery of the Software to the Customer. If the
Software fails to comply with the warranty set forth in this Section 6.1,
SELECTICA will use reasonable commercial efforts to correct the noncompliance
provided that: Customer notifies SELECTICA of the noncompliance within (90)
ninety days after delivery of the Software to the Customer. If after the
expenditure of reasonable efforts, SELECTICA is unable to correct any such
noncompliance, SELECTICA shall refund to Customer all of the license fee paid by
Customer to SELECTICA for such Software in full satisfaction of Customer's
claims relating to such noncompliance upon Customer's return of said Software.
SELECTICA warrants and represents that neither the Software or Documentation
infringes any copyright, trademark, patent, trade secret, or other intellectual
property right of any third party, and that it has the unqualified right to
grant the licenses granted to Customer hereunder.
6.2 WARRANTY LIMITATIONS. The warranties set forth in Section 6.1
apply only to the latest release of the Software made available by SELECTICA to
Customer. Such warranties do not apply to any noncompliance of the Software
resulting from misuse, casualty loss, use or combination of the Software with
any products, goods, services or other items furnished by anyone other than
SELECTICA, any modification not made by or for SELECTICA or approved by
SELECTICA, or any use of the Software by Customer in contradiction of the terms
of this Agreement.
6.3 SERVICE WARRANTY AND REMEDY. Selectica warrants that the Services
will be performed as described in the Work Authorization and strictly conform to
the specifications therein by appropriately trained and qualified personnel
using reasonable skill and diligence; provided, however, that (i) Selectica
shall have received written notice of the work that Customer claims does not
conform to the foregoing warranty within ninety days of the delivery of the work
to the customer as specified in the Work Authorization, and (ii) Customer's sole
remedy and Selectica's sole obligation in the event of a breach of the foregoing
warranty shall be, at Customer's option, to either re-perform promptly the
nonconforming work or to refund the Project Fees and Expenses incurred by the
Customer for the nonconforming work.
SECTION 7. INTELLECTUAL PROPERTY RIGHTS INDEMNITY
SELECTICA shall indemnify, hold harmless and, at its own expense,
defend or, at its opinion, settle, any claim or action brought against Customer
on the issue of infringement of any United States copyright, trademark, patent,
trade secret, or other intellectual property right of any third party by the
Software, Documentation or materials or Services as used or provided within the
scope of this Agreement, and to pay all damages and costs, including reasonable
legal fees,
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which may be assessed against Customer under any such claim or action. SELECTICA
shall be released from the foregoing obligation unless Customer provides
SELECTICA with (i) written notice within thirty (30) days of the date Customer
first becomes aware of such a claim or action, or possibility thereof; (ii) sole
control and authority over the defense or settlement thereof; and (iii)
reasonable information and assistance to settle and/or defend any such claim or
action. Without limiting the foregoing, if a final injunction is, or SELECTICA
or Customer believes, is likely to be, entered prohibiting the use of the
Software or Documentation by Customer as contemplated herein, SELECTICA will, at
its sole option and expense, either (a) procure for Customer the right to use
the infringing Software as provided herein or (b) replace the infringing
Software with noninfringing, functionally equivalent products, or (c) suitably
modify the infringing Software so that it is not infringing without affecting
its functionality; or (d) in the event (a), (b) and (c) are not commercially
reasonable, terminate the license, accept return of the infringing Software and
refund to Customer the full license fee paid therefor. Except as specified
above, SELECTICA will not be liable for any costs or expenses incurred without
its prior written authorization. Notwithstanding the foregoing, SELECTICA
assumes no liability for infringement claims arising from (i) combination of the
Software with the other products not provided by SELECTICA or (ii) any
modifications to the Software unless such modification was made by or approved
by SELECTICA. THE FOREGOING PROVISIONS OF THIS SECTION 7 STATE THE ENTIRE
LIABILITY AND OBLIGATIONS OF SELECTICA AND THE EXCLUSIVE REMEDY OF CUSTOMER,
WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT,
TRADE SECRET, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT BY THE SOFTWARE.
SECTION 8. DISCLAIMER WARRANTY AND LIMITATION OF LIABILITY
8.1 DISCLAIMER OF WARRANTIES. EXCEPT AS SET FORTH IN SECTIONS 6.1, 6.3,
AND 9.10, SELECTICA MAKES NO WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY
REGARDING OR RELATING TO THE SOFTWARE OR THE DOCUMENTATION OR ANY MATERIALS OR
SERVICES FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. SELECTICA
SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS
FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE, DOCUMENTATION AND ANY
OTHER MATERIALS AND SERVICES PROVIDED BY SELECTICA HEREUNDER.
8.2 LIMITATION OF LIABILITY. EXCEPT AS SET FORTH IN SECTIONS 7 AND 9.10, IN
NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE,
BUSINESS INTERRUPTION, LOSS OF DATA, COST TO RECOVER, OR FOR ANY INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR
ARISING OUT OF THE FURNISHING, RECEIPT, PERFORMANCE OR USE OF THE SOFTWARE,
DOCUMENTATION OR ANY MATERIALS OR SERVICES PERFORMED HEREUNDER, WHETHER ALLEGED
AS A BREACH OF CONTRACT OR TORTUOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SECTION 9. MISCELLANEOUS
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9.1 NONDISCLOSURE OF AGREEMENT. Customer shall not disclose the terms of
this Agreement except as required by law or governmental regulation without
SELECTICA's prior written consent, except that Customer may disclose the terms
of this Agreement on a confidential basis to Customer's accountants, attorneys,
parent organizations and financial advisors and lenders as well as to Customer's
customers to whom the Software and Documentation is distributed. SELECTICA shall
not disclose any confidential information provided to it under this Agreement
except as required by law or governmental regulation without Customer's prior
written consent. Confidential information means any information SELECTICA would
reasonably believe to be confidential including, without information,
information with respect to its customers, products and pricing. If required by
law or government regulation to disclose confidential information, SELECTICA
shall first notify Customer and give Customer an opportunity to seek protection
of the confidential information.
9.2 REFERENCE ACCOUNT. Customer consents to SELECTICA's identification of
Customer as a user of the Software and will cooperate with SELECTICA in
furnishing nonconfidential information about Customer's software use for
informational and promotional use by SELECTICA. No public press releases or
other public forum information exchange about Customer's use of SELECTICA's
Software will be implemented without prior written permission of Customer.
9.3 NOTICES. Any notice or other communication under this Agreement given
by either party to the other will be deemed to be properly given if given in
writing and delivered in person or by facsimile, if acknowledged received by
return facsimile or followed within one day by a delivered or mailed copy of
such notice, or if mailed, properly addressed and stamped with the required
postage, to the intended recipient at its address specified in this Agreement.
Either party may from time to time change its address for notices under this
Section by giving the other party notice of the change in accordance with this
Section 9.3. Any notice of a legal nature shall also be given to the other
party's legal department, if any.
9.4 ASSIGNMENT. Customer may not assign (directly, by operation of law or
otherwise) this Agreement or any of its rights under this Agreement without the
prior written consent of SELECTICA except that Customer may assign all, but not
part, of this Agreement and the Software and Documentation then in its
possession or control to the successor of Customer in a merger or other similar
corporate reorganization outside of the course of Customer's normal business
operations or to the purchaser of substantially all of Customer's assets,
provided such successor or purchaser agrees in writing to comply with the terms
of this Agreement. Subject to the foregoing, this Agreement is binding upon,
inures to the benefit of and is enforceable by the parties and their respective
successors and assigns.
9.5 NONWAIVER. Any failure of either party to insist upon or enforce
performance by the other party of any of the provisions of this Agreement or to
exercise any rights or remedies under this Agreement will not be interpreted or
construed as a waiver or relinquishment of such party's right to assert or rely
upon such provision, right or remedy in that or any other instance.
9.6 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement, and
supersedes any and all prior agreements, between SELECTICA and Customer relating
to the Software, Documentation, services and other items subject to this
Agreement. No amendment of this Agreement will be valid unless set forth in a
written instrument signed by both parties.
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9.7 GOVERNING LAW AND ARBITRATION. The rights and obligations of the
parties under this Agreement shall not be governed by the 1980 UN Convention on
Contracts for the International Sale of Goods, but instead shall be governed by
and construed under the laws of the State of California, including its Uniform
Commercial Code, without reference to conflict of laws principles. Any dispute
or claim arising out of or in connection with this Agreement or the performance,
breach, or termination thereof, shall be finally settled by arbitration in San
Jose, California by three arbitrators under the rules of arbitration of (i) the
International Chamber of Commerce, if Customer's address set forth herein is
outside the United States, or (ii) by the American Arbitration Association
utilizing its Commercial Rules if such address is in the United States. Judgment
on the award rendered by the arbitrators may be entered in any court having
jurisdiction thereof. Notwithstanding the foregoing, either party may apply to
any court of competent jurisdiction for injunctive relief without breach of this
arbitration process.
9.8 LANGUAGE. This Agreement is in the English language only, which
language shall be controlling in all respects, and all versions hereof in any
other language shall not be binding to the parties hereto. All communications
and notices to be made or given pursuant to this Agreement shall be in the
English language.
9.9 APPLICABILITY OF PROVISIONS LIMITING SELECTICA'S LIABILITY. The
provisions of this Agreement under which the liability of SELECTICA is excluded
or limited, shall not apply to the extent that such exclusions or limitations
are declared illegal or void under any applicable laws, unless the illegality or
invalidity is cured under such laws by the fact that the law of California
governs this Agreement.
9.10 YEAR 2000 COMPLIANCE WARRANTY. SELECTICA represents and warrants that
the Software as delivered will operate prior to, during, and after, the calendar
year 2000 A.D. without error relating to date data, specifically including but
not limited to any error relating to calculations, sorting, interpretation,
processing or acceptance of date data which represents or references different
centuries or more than one century. The Year 2000 Compliance Warranty set forth
in this Section shall begin as of the date of this Agreement and end on the date
after March 1, 2002, subsequent to which the Software has operated without a
breach of the Year 2000 Compliance Warranty for a consecutive one-year period
(the "Year 2000 Warranty Period"). If the Software fails to comply with the
warranty set forth in this Section 9.10, SELECTICA will use reasonable
commercial efforts to correct the noncompliance, provided that Customer notifies
SELECTICA of the noncompliance within the Year 2000 Warranty Period. If after
the expenditure of reasonable efforts, SELECTICA is unable to correct any such
noncompliance, SELECTICA shall refund to Customer all of the license fee paid by
Customer to SELECTICA for such Software. The warranty provisions of Section 6
and the limitation of liability and disclaimer of warranty provisions of Section
8 shall not be deemed to limit SELECTICA's obligations under this Section 9.10.
9.11 FORCE MAJEURE. Neither party will be liable for, or be considered to
be in breach of or default under this Agreement, other than monetary
obligations, as a result of any cause or condition beyond such party's
reasonable control.
In Witness Whereof, the parties have executed this Agreement by their duly
authorized representatives.
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SELECTICA, INC. FUJITSU NETWORK COMMUNICATIONS, INC.
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("SELECTICA) ("Customer")
By: /s/ [SIGNATURE ILLEGIBLE] By: /s/ [SIGNATURE ILLEGIBLE]
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Print name: [ILLEGIBLE] Print name: [ILLEGIBLE]
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Title: Title: VICE PRESIDENT OF
REGIONAL SALES MANAGER BUSINESS MANAGEMENT
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Date: 11/19/98 Date: 11-19-98
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Address: 2890 Zanker Road Address: 2801 Telecom Pkwy.
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Suite 101
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San Jose, CA 95134 Richardson, TX 75082
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Telephone #: (408) 570-9700 Telephone #: (972) 474-7727
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Facsimile #: (408) 570-9705 Facsimile #: (972) 689-6972
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EXHIBIT A
DESCRIPTION OF SOFTWARE AND DOCUMENTATION
ACE DESKTOP - STAND ALONE CONFIGURATION AND QUOTING SOLUTION.
ACE STUDIO - GRAPHICAL MODELING ENVIRONMENT.
ELECTRONIC DOCUMENTATION ON ALL PRODUCTS.
USER GUIDES, ADMINISTRATION GUIDES AND TECHNICAL GUIDES AS APPLICABLE TO
SPECIFIC PRODUCTS.
The number of licensed servers/seats is 3000 Desktop Seats and 2 seats of
Studio.
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EXHIBIT B
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LICENSE AND MAINTENANCE FEES
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1. License Fee. PACKAGE ONE
ACE Desktop $[*]
ACE Desktop Seats $[*] per year (No limit on seats, Maintenance included)
Payable on April 1, 2000 and annually each year thereafter
ACE Studio $[*]
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TOTAL LICENSE FEE $[*]
2. Maintenance Fee. Maintenance fees are equal to [*]% of the license fee
specified in this Exhibit B and are due in advance on an annual basis.
Annual maintenance and upgrade support $[*]
TOTAL LICENSE AND MAINTENANCE FEES $[*]
ACE DESKTOP SEATS $[*]
TOTAL ADDITIONAL SERVICES AND TRAINING $[*]
--------------
TOTAL OF EXHIBIT B & C $[*] $[*]
-------------------------------------- -------------- -----------
PAYMENT SCHEDULE:
----------------
$[*] - Net 30 Days - Agreement Date
$[*] - Net 30 Days Delivery Product Set A
$[*] - Net 30 Days Delivery Product Set B
$[*] - Net 30 Days Delivery Product Set C
$[*] - ACE DESKTOP SEATS PAYABLE APRIL 1, 2000, ANNUALLY
THEREAFTER.
OOP (TRAVEL AND OUT OF POCKET EXPENSE IS ESTIMATED BETWEEN [*]-[*]%
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
13
<PAGE> 14
EXHIBIT B
---------
LICENSE AND MAINTENANCE FEES
----------------------------
2. LICENSE FEE. PACKAGE TWO, SUBJECT TO BUDGET APPROVAL
-----------
ACE Enterprise $[*]
ACE Quote Server $[*]
MAINTENANCE FEE.
---------------
ACE Enterprise $[*]
ACE Quote Server $[*]
PSO FEE.
-------
ACE Enterprise $[*]
-------------------- -----------
TOTAL PACKAGE TWO $[*]
3. LICENSE FEE. PACKAGE THREE, SUBJECT TO BUDGET APPROVAL
ANALYSIS TOOLS $[*] Design only
4. LICENSE FEE. PACKAGE FOUR, SUBJECT TO BUDGET APPROVAL
ERP INTEGRATION $[*] Design only
5. LICENSE FEE. PACKAGE FIVE, SUBJECT TO BUDGET APPROVAL
ACE MOBILE SERVER $[*]
ACE MOBILE DOCKER $[*]
Maintenance Fee.
ACE Mobile Docker $[*]
TOTAL PACKAGE FIVE $[*]
NOTE: TO MAINTAIN ABOVE PRICING PACKAGE TWO MUST BE APPROVED AS OUTLINED IN
EXHIBIT "D" OF THIS AGREEMENT BY APRIL 30, 1999, PACKAGE THREE MUST BE APPROVED
AS OUTLINED IN EXHIBIT "D" OF THIS AGREEMENT BY JUNE 30, 1999, PACKAGE FOUR AND
FIVE MUST BE APPROVED AS OUTLINED IN EXHIBIT "D" OF THIS AGREEMENT BY SEPTEMBER
30, 1999.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
14
<PAGE> 15
15
<PAGE> 16
EXHIBIT C
---------
ADDITIONAL SERVICES AND TRAINING
--------------------------------
DEFINED AS PER "PACKAGE-1 ENGAGEMENT", ATTACHED HERETO AS EXHIBIT D.
1. Professional Services Per Exhibit D Not to exceed $[*]
Fulfillment Services Per Exhibit D $[*]
Does not include cost of material and postage
-----------
Additional Services and Training Total $[*]
Training for five Customer employees is at no charge.
2. PROFESSIONAL SERVICES. PACKAGE TWO, SUBJECT TO BUDGET APPROVAL
ACE ENTERPRISE $[*] WEB CONFIGURATION IMPLEMENTATION
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
16
<PAGE> 17
EXHIBIT D
[FUJITSU LOGO]
FUJITSU NETWORK BUILDER II
PACKAGE-1 ENGAGEMENT
AND
BRIEF DESCRIPTION OF OTHER POTENTIAL PACKAGES
STATEMENT OF WORK &
WORK AUTHORIZATION
(VERSION 1.0)
PREPARED FOR
FUJITSU NETWORK COMMUNICATIONS, INC.
BY:
[SELECTICA LOGO]
<PAGE> 18
2890 ZANKER ROAD, SAN JOSE, CA
<PAGE> 19
1. SCOPE
1.1 PROJECT DESCRIPTION
Selectica, Inc. intends to create and deploy a configurator to replace Fujitsu
Network Communication's iFNB (Fujitsu Network Builder). This Statement of Work
details the work that Selectica intends to do for this project, specifically
the aspects required in Package-1 of this deployment.
1.2 BACKGROUND
This proposal is based on the discussions between Selectica and Fujitsu
Network Communications (FNC) regarding Selectica's technology, products and
services, and Selectica's current understanding of FNC's needs. Selectica and
FNC seek to create a business relationship and use Selectica's products to
create a configurator deployable at FNC's customer locations fulfilling FNC's
business and architectural objectives.
1.3 PROJECT PACKAGES
There are 5 Packages identified and proposed in this engagement. They are:
1.3.1 THE STANDALONE CONFIGURATOR PACKAGE (PACKAGE 1)
The Standalone Configurator Package will support the 6 products in the iFNB, and
6 new products to be defined. A fulfillment process will be created to provide
the configurator to the anticipated users of the application. This configurator
is considered the "The Fujitsu Configurator."
Components in this package for FNC's Customers:
ACE Desktop To allow FNC's customer's to load and run FNC's
configuration models. This product along with the
GUI definitions and model Knowledge bases will be
the deliverable sent to FNC's customers.
Components for FNC:
ACE Desktop Same as above
ACE Studio Model Builder, GUI Builder, Etc. - For FNC
employees to have access to models and the model
building process
PSO Consulting Services For the development of configuration models and
GUIs (Graphical User Interfaces)
Fulfillment Services For the delivery of FNC's configuration Models and
GUIs and the ACE Desktop to FNC's customers. This
includes developing the process to manage the
fulfillment, maintaining the customer information,
etc.
Training Train FNC employees on tools to enable them to
better communicate project definitions. (These
tools will belong to FNC)
The fees for the above are described on Exhibits B and C to the Agreement
subject to the billing rates for the Professional Services as described
herein.
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<PAGE> 20
1.3.2 THE INTERNET CONFIGURATOR PACKAGE (PACKAGE 2)
The Internet Configurator will make this configurator available on FNC's
Internet platform and accessible via the Web.
Components for FNC:
ACE Enterprise Server and ACE Enterprise Manager
To allow users to create configurations with a
centrally managed configuration engine and create
and store quotes and orders centrally through ACE
Quoter.
ACE Quoter (ACE Quote Server)
To manage stored quotes centrally.
PSO Consulting Services
To convert the existing interface to the web based
environment. Also customize the quote server to FNC
requirements.
The above work is subject to budget approval as described on Exhibit B and C. If
FNC desires Selectica to commence the above work, the parties will mutually
agree on a detailed statement of work similar to that set forth for package 1 in
Section 1.4 and such statement of work will incorporate the terms and conditions
of the Major Account License Agreement.
1.3.3 BUSINESS ANALYSIS TOOLS PACKAGE (SCOPE AND DEFINE) (PACKAGE 3)
Subsequent to the Internet Deployment, the Business Analysis Tools Package will
scope out and define a set of tools and reports derived from data available
through the configurator, to assist FNC's management in its decision making
process.
Components for FNC:
PSO Consulting Services
Define scope, requirements and costing -- for the
development of a FNC specific set of analysis tools
that leverage the configuration engine and perform
analysis according to FNC's specific business model.
The above work is subject to budget approval as described on Exhibit B. If FNC
desires Selectica to commence the above work, the parties will mutually agree on
a detailed statement of work similar to that set forth for package 1 in Section
1.4 and such statement of work will incorporate the terms and conditions of the
Major Account License Agreement.
1.3.4 SYSTEMS INTEGRATION PACKAGE (SCOPE AND DEFINE) (PACKAGE 4)
The System's Integration Package intends to define the scope of the linkage of
the configurator and the data it needs and provides to and from the SAP ERP and
Aurum's SFA system in place at FNC.
Components for FNC:
ACE Connector for AurumACE Connector for SAP
Or
Middleware connector to SAPMiddeware connector to Aurum
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<PAGE> 21
PSO Consulting Services
The above work is subject to budget approval as described on Exhibit B. If
FNC desires Selectica to commence the above work, the parties will
mutually agree on a detailed statement of work similar to that set forth
for package 1 in Section 1.4 and such statement of work will incorporate
the terms and conditions of the Major Account License Agreement.
1.3.5 MOBILE USER INTEGRATION PACKAGE (PACKAGE 5)
Components for FNC Customers:
Upgrade to ACE Mobile (ACE Mobile Docker)
To provide Fujitsu's customers with the ability to
connect and synchronize with the ACE Mobile Server.
Components for FNC:
ACE Mobile Server To provide centrally managed synchronization of
information needed to perform configurations and to
provide centrally managed collection of information
resulting from configurations.
ACE Quote Server (same as in the Internet Package defined in section
1.3.2)
To manage and store quotes as well as maintaining
version information on quotes.
The above work is subject to budget approval as described on Exhibit B. If
FNC desires Selectica to commence the above work, the parties will
mutually agree on a detailed statement of work similar to that set forth
for package 1 in Section 1.4 and such statement of work will incorporate
the terms and conditions of the Major Account License Agreement.
1.4 DELIVERABLES
Based on the discussions with FNC Product Management team, Selectica proposes
to participate in an engagement and deliver the following as part of this
engagement. Such Deliverables are a description of the services and
deliverables which are included in Package 1 and a summary of the Deliverables
is provided in Section 3.1.
1.4.1 THE KNOWLEDGE-BASE
Selectica will construct the knowledge base (the repository of product
attributes, features and rules pertaining to the accurate and complete
interrelationships between them) for the following FNC product sets:
Set A
o FLASH 192(TM) (OC 192)
o FACTR(R)
o FLASHWAVE(TM) 320G/40G
o FLASHWAVE(TM) Metro
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Selectica Inc. and FNC Confidential Page 3
<PAGE> 22
Set B
o FLM 6 (OVTG)
o FLM 150 (OC-3, OC-12)
o FLM 600 (OC-12)
o FLM 2400 (OC-48)
o SPEEDPORT (TM)
Set C
o ADX 150
o ADX 600
o ADX 2400
All trademarks and registered trademarks above are owned by Fujitsu Network
Communications, Inc. All Rights Reserved.
1.4.2 THE CONFIGURATION APPLICATION
Selectica will create a Java application front-end that runs in a standalone
environment, to configure the products specified in section 1.4.1 The
knowledge-base. This application will allow users to answer pertinent need
related questions, and produce the recommended inventory of FNC parts and
accessories as a solution. The major characteristics of this application are:
o User-name/password access to allow authorized users get pricing
information.
o Product/shelf internals and attributes views and printing of these
views
o Configuration, Quotes printing and export to Excel
o Ability to save and restore configurations to a file
1.4.3 FULFILLMENT
Selectica will deliver a secure fulfillment process to distribute the
configurator to qualified FNC customers. The fulfillment process will assure
that the FNC pricing information sensitivity is preserved and not compromised.
This will include but not be limited to the encryption of the customer data
file(s) before fulfillment such that the user cannot read the file directly.
At no additional charge, Selectica will provide a representative for support to
handle all first line support from FNC's customers. This support will address
the following:
1. Distribution in mass or targeted customers for fulfillment for both the
application and the product and pricing data.
2. Selectica will take all incoming calls for user and password ID
distribution.
Fulfillment calls will be taken by Selectica from 8 a.m. to 5 p.m. (PST),
Monday through Friday, excluding holidays observed by Selectica. Selectica will
provide after-hours answering service to record inquiries, and Selectica will
use reasonable commercial efforts to respond to any such inquiries within one
(1) business day of receipt.
1.4.4 ADDITIONAL SUPPORT
Additionally, for the limited time specified below, Selectica will take all
incoming calls for technical support (related to the deliverables) from the
customer and the customer's customers. This service will be provided at no
additional charge through September 30, 1999.
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<PAGE> 23
Support calls will be taken by Selectica from 8 a.m. to 5 p.m. (PST), Monday
through Friday, excluding holidays observed by Selectica. Selectica will
provide after-hours answering service to record inquiries, and Selectica will
use reasonable commercial efforts to respond to any such inquiries within one
(1) business day of receipt.
In the month of August, Selectica will present to FNC it's findings on the
level and the cost that will be needed to maintain aforementioned support.
The level of resources required for providing the support will be presented
with, options and associated costs, if any, that will need to be funded
commencing October 1, 1999.
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<PAGE> 24
2. FACTORS AFFECTING DEVELOPMENT
2.1 ASSUMPTIONS, CONSTRAINTS, AND DEPENDENCIES
The purpose of this section is to document internal and external factors that
will affect the project plan and its execution. Proper steps will be taken to
ensure that all assumptions are fulfilled, dependencies addressed, and
expectations properly set to take into account the project's constraints.
2.1.1 Assumptions
Selectica assumes that FNC personnel will be available to assist with all the
product knowledge required to deliver the scope of work defined in this
document. Selectica will provide the ACE Studio development tools for the
Selectica team. Selectica also assumes that FNC will provide a server for
project management, a server for Web Development Testing (during the development
of the Web Package) and a production quality server for Web Deployment (during
deployment of the Web Package). FNC will make available all related
documentation and any associated resources, throughout the course of this
engagement. FNC management will provide timely decisions, essential for the
timely completion of the deliverables.
2.1.2 Constraints
The functionality mentioned in the deliverables will have to either work within
or work around the limitations of the environment. These include browser
capabilities, product capabilities, interface capabilities etc. Selectica will
test the configurator on Netscape 4.0.5 Gold (or better and Internet Explorer
4.0 browsers on Windows NT, 95 and 98 platforms. Any other platform and browser
compatibility (beyond Internet Explorer 4.0 or Netscape 4.0.5 Gold) testing
required will need to be scoped separately and may require additional testing
and/or FNC resources.
2.1.3 Dependencies
In order for the development process to be successful, Selectica personnel will
work closely with FNC personnel at appropriate times. Logistically, most of the
development work is envisioned at FNC premises in Richardson. Other tasks such
as, but not limited to, project management, information gathering, application
and navigation flow design and reviews may be conducted at FNC premises in
Richardson as well as Selectica. While it is a goal to minimize travel-related
expenses; it is anticipated that engineering and application work may require
Selectica personnel to travel between the San Jose headquarters and the
Richardson site from time to time.
FNC will provide Selectica consultant's office space, network and communications
facility in the Richardson office, in proximity to the key personnel FNC assigns
to assist Selectica during this project.
2.2 CHANGE CONTROL PROCEDURES
Final design or user-interface changes, if any, will need to be made early in
the project. In order to meet the achieved delivery date of this project, we do
not expect major scope changes during the engagement. If there is a valid
business need for a scope change, then a change request will be required. Change
requirements will be considered outside the scope of this project/proposal and
will be reviewed during or after the project has been completed.
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<PAGE> 25
3. PROPOSAL
3.1 DELIVERABLES
As specified in section 1.4 Deliverables, The deliverables from this engagement
are as follows:
* The knowledge base for the specified FNC's products.
* The stand-alone application to configure FNC products.
* A fulfillment process to deliver the configuration application to FNC's
customers.
3.2 TIME AND FEES
Based on our discussions and the information available today, Selectica can
begin this engagement upon contract approval, and authorization of this
Statement of Work. The estimated effort for the Package-1 engagement will be
detailed in a project plan that will be developed within the first 2 weeks of
engagement.
As of Oct. '98, FNC management's high-level milestone goal for the Package-1
are:
Jan/Feb '99 1st set of products in configurators
(Set A - refer to section 1.4.1)
Mar '99 Fulfillment process accepted and in production
Apr/May '99 2nd set of products in configurator and fulfilled
(Set B - in section 1.4.1)
TBD 3rd set of products in configurator and fulfilled
(Set C - in section 1.4.1)
The detailed project plan will establish a complete acceptance schedule and
milestone summary for the Package-1 engagement.
Selectica's normal billing rates are $[*]/hr for project management and $[*]/hr
for engineering implementation services. Selectica will bill FNC for
professional services and out of pocket expenses according to the payment
schedule outlined in the contract.
This time, scope and fees estimate parallels the assumptions made herein and may
change (higher or lower) depending on a number of factors including, but not
limited to the final scope of project modifications requested by management and
project team, and unforeseen problems with proposed plan and additional
discovery. However, any changes and/or modifications to the agreed upon scope of
this project will be documented and approved by FNC's project and business
leadership prior to commencing on any additional work. Additional effort beyond
the original scope will be billed on a time and material basis at Selectica's
on-going consulting rates.
3.3 MAINTENANCE
Selectica will provide bug fixes for the configurator for the first ninety days
of the Package-1 configurator deployment at no additional charge. Further
updates and additions such as new products and releases will be implemented at
Selectica's normal consulting rates on a time and material basis.
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Selectica and FNC Confidential Page 7
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
<PAGE> 26
3.4 PROJECT RESPONSIBILITIES AND RESOURCES PROFILE
Selectica anticipates 1 project manager and a team of 3-5 consulting personnel
for the duration of the project. Should the expected staffing profile change
during the implementation, Selectica will inform FNC, justify and seek approval
for additional resources required.
Selectica's project manager will be responsible for the overall Selectica
deliverable management. Additionally, the project manager will be responsible
for project documentation such as (but not limited to) specifications, designs,
plans, scope, and schematics. The project manager will create and maintain the
project plan, and communicate project status and plan variances to affected and
interested parties. The project manager will coordinate with FNC management and
project team members. The project manager will arrange and seek reviews and
approvals as scheduled and defined in the project plan. The project manager will
also be responsible for dissemination of all information, status and call
reports, change management and conducting quality audits.
Selectica's other team members will be responsible for design, implementation
and testing of the FNB-II database and knowledge-base, user interface,
documentation, testing, integration and deployment activities.
3.5 TRAINING
Selectica is scheduled to provide training on the Selectica products and the
application being developed to key FNC personnel. As Package-1 proceeds, FNC
and Selectica management will determine the duration, logistics and schedule of
training.
3.6 FNC RESPONSIBILITIES & DELIVERABLES
FNC is responsible for the final deployment success of the configuration
application to its user community. Selectica can best assist FNC in this
endeavor by providing the appropriate personnel to provide timely information,
review and testing of the configurator. FNC responsibilities include:
o Appoint a FNC project manager for this engagement. The project manager
will be the central point of contact for Selectica for all product,
configurator, schedule and resource-related issues, reviews, and decision
making. The project manager will ensure access to and time with personnel
with critical product and selling knowledge.
o Provide any or all product and attribute information, including necessary
pricing and part-number data feeds (in electronic format) as necessary to
help build the knowledge base.
o Brainstorm with Selectica application developers on the higher level needs
analysis issues and questions that drive the configurator. This is a
critical aspect of the configurator and drives both the user interface and
the knowledge-base development.
o Assemble a user team to review all designs and flows for the configurator.
The users are in the best position to evaluate what works for them. This
team would be responsible for timely reviews and acceptances of all
deliverables.
o Selectica will provide a graphic artist to create the graphics for the
interface. Selectica recommends that FNC provide a resource to help
coordinate the look and feel of the configuration application and insure
that FNC's standards are met. Selectica expects to work closely with the
graphic designers during this process to ensure that the application being
developed and the flow meets Fujitsu's requirements and adheres to the
standards and best practices encouraged for the deployment.
o Provide a test team to create functional and acceptance test plans, test
scenarios and then perform acceptance and final testing.
o Provide hardware and common system software resources required by the
development team (see 2.1.1).
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<PAGE> 27
3.7 BEYOND PACKAGE-1
Selectica intends to actively engage in the definition and specification of
Package-2, 3, 4 and 5 during and beyond Package-1. The work and project plan for
these Packages will commence in the Feb/Mar '99 time frame.
3.8 STATEMENT OF WORK ACCEPTANCE
FOR FNC NETWORK COMMUNICATIONS, INC.:
ACCEPTED BY: /s/ [Signature Illegible] DATE: 11-19-98
--------------------------- ---------------------
NAME (PRINT): [Name Illegible] CONTACT: (972) 479-7727
--------------------------- ---------------------
TITLE: Vice President of
Business Management
--------------------------
FOR SELECTICA, INC.:
ACCEPTED BY: /s/ [Signature Illegible] DATE: 11-19-98
--------------------------- ---------------------
NAME (PRINT): [Name Illegible] CONTACT: (972) 869-7649
--------------------------- ---------------------
TITLE: Regional Sales Manager
---------------------------
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Selectica Inc. and FNC Confidential Page 9