Professional Services Agreement [Amendment No. 1] - General Electric Co. and Selectica Inc.
ADDENDUM TO PROFESSIONAL SERVICES AGREEMENT
This Addendum to the foregoing Professional Services Agreement, dated June
28th, 2002, (the "Agreement") is hereby made and entered into this 27th day of
August, 2002 by and between General Electric Company, acting through and on
behalf of its GE Medical Systems business, ("Customer") and Selectica, Inc., a
Delaware corporation with principal offices located at 3 West Plumeria Drive,
San Jose, CA 94134 ("Selectica") (as those terms are defined in the Agreement).
Notwithstanding anything in the Agreement to the contrary, the Agreement
is hereby amended and/or supplemented as hereinafter set forth:
1. Delete the first paragraph of the Agreement in its entirety and
replace as follows:
"This Professional Services Agreement ("Agreement") is entered into by and
between General Electric Company, acting through and on behalf of its GE
Medical Systems business, ("Customer") and Selectica, Inc., a Delaware
corporation with principal offices located at 3 West Plumeria Drive, San
Jose, CA 95134 ("Selectica") is effective on the date it is signed by both
parties ("Effective Date")."
2. Schedule A FEES FOR PROFESSIONAL SERVICES. TERM. Insert a new
subsection 2. Expenses, (v) through (vii) as follows:
"(v) Temporary Housing: GEMS shall reimburse Selectica for the rental of
apartment totaling 10 but no more than 15. Said cost not to exceed
$1,335.00, per apartment, and not without prior written approval for GEMS.
Selectica shall sign all leases for housing and accepts all liability for
damages.
(vi) Car Lease: GEMS shall reimburse Selectica for the lease rental of
vehicles not to exceed 14. Said cost not to exceed $640.00, per vehicle,
and not without prior written approval from GEMS. Selectica shall sign all
leases and insurance for car rental and accepts all liability for damages.
(vii) Termination/Extension: If project terminates early GEMS agrees to
pay the remainder of the leases, or if project goes longer than expected,
upon GEMS prior written approval, GEMS will reimburse Selectica for the
additional expenses incurred with this extension.
(viii) Round-Trip Visits: GEMS shall allow a specific number of airline
round-trip visits to San Jose, California for the below referenced
positions. Said number of visits shall not be exceeded without GEMS prior
written consent."
<PAGE>
(viii)
TITLE ROUND-TRIP VISITS TO CALIFORNIA
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Engagement Manager 42
Chief Program Manager 22
Solution Architect 22
Track lead (1) 22
Track lead 9
Track lead 9
Track lead 9
Consultant 3
Consultant 3
Consultant 3
Consultant 3
Consultant 3
3. Effect of Addendum. Except, as hereinabove specifically set forth,
the Agreement is not otherwise herein amended. In the event of a conflict
between the terms and conditions of this Addendum and those contained within the
Agreement, the terms and conditions of this Addendum shall prevail.
THIS ADDENDUM, INCLUDING THE AGREEMENT OF WHICH IT IS A PART, IS A
COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, WHICH
SUPERSEDES ALL PRIOR OR CONCURRENT PROPOSALS AND UNDERSTANDINGS, WHETHER ORAL OR
WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE
SUBJECT MATTER OF THIS ADDENDUM AND THE AGREEMENT.
In Witness Whereof, the undersigned have executed this Addendum to Professional
Services Agreement as of the date first written above.
SELECTICA, INC., GENERAL ELECTRIC COMPANY,
ACTING THROUGH AND ON BEHALF OF ITS
GE MEDICAL SYSTEMS BUSINESS
By: /s/ Stephen Bennion By: /s/ Sheila Schlines
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(Authorized Signature) (Authorized Signature)
Stephen Bennion (CFO) Sheila Schlines
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(Printed Name and Title) (Printed Name and Title)
8/27/02 8/27/02
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(Date) (Date)