Major Account License Agreement [Amendment No. 1] - GE Medical Systems and Selectica Inc.
AMENDMENT # 1 TO
MAJOR ACCOUNT LICENSE AGREEMENT BETWEEN
GE MEDICAL SYSTEMS AND SELECTICA INC.
This Amendment #1 ("Amendment #1") to the Major Account License Agreement
between GE Medical Systems and Affiliates ("Customer") and Selectica Inc.
("SELECTICA") dated June 28, 2002 (the "Agreement"), is made as of the date of
signature by the last signing party (the "Effective Date") by and among Customer
and SELECTICA.
RECITAL
On June 28,2002, Customer and SELECTICA entered into the Agreement by which
SELECTICA is to provide certain Software. The parties to the Agreement now wish
to amend the Agreement as follows by executing this Amendment #1.
AGREEMENT
1. Section 4.4 of the Agreement shall be deleted to its entirety and replaced
with the following:
FUTURE PRODUCTS. SELECTICA agrees to provide Customer, upon Customer's written
request, any unspecified future products released by SELECTICA, including any
beta versions of unspecified future products, for a period of eighteen months
from the date of this Agreement. For the period beginning with the nineteenth
month from the date of the Agreement through the sixtieth month from the date of
this Agreement, GEMS shall receive a discount of 89% from list price at the
time.
2. Section 5.3 of the Agreement shall be deleted to its entirety and replaced
with the following:
TERMINATION BY CUSTOMER. If SELECTICA 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 Customer gives
SELECTICA written notice specifying the default, Customer may terminate this
Agreement. Termination is not an exclusive remedy and all other remedies will be
available whether or not termination occurs. Such termination shall not relieve
Customer of any of its outstanding financial obligations to SELECTICA. In the
event that Customer terminates this agreement for any reason other than stated
previously in this section, then Customer would be obligated only for License
Fees associated with that Milestone during which the termination occurred (in
addition to any fees previously paid) and compensation for services rendered to
that point on a time and materials basis.
3. Miscellaneous
All other terms and conditions of the Agreement, including exhibits and
schedules remains unchanged.
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This Amendment #1 may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
instrument.
In the event of any inconsistency between the terms of the Agreement and the
terms of this Amendment, this Amendment will prevail in all respects.
IN WITNESS WHEREOF, the parties have caused this Amendment #1 to the Agreement
to be duly signed and authorized.
GE Medical Systems SELECTICA, INC.
(CUSTOMER) (SELECTICA)
By: By:
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Name: Name:
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Title: Title:
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Address: Address:
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Date: Date:
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