OEM AGREEMENT

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.



Exhibit 10.7



ART TECHNOLOGY GROUP, INC.

101 Huntington Avenue

Boston, Massachusetts 02199



OEM AGREEMENT



This OEM Agreement (the "Agreement") is made and entered into between Art Technology Group, Inc., a Delaware corporation ("ATG"), and the original equipment manufacturer named below (the "OEM") as of the Effective Date set forth below:



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OEM Name: INFORMIX SOFTWARE, INC. Contact Person: Gregg Medaglia

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Billing/Notice Address: Telephone/Fax: Tel: 650-926-6300

4100 Bohannon Drive Fax: 650-926-6560

Menlo Park, CA 94025

Notices Attn.: General Counsel

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Territory: WORLDWIDE State of Incorporation: Delaware

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Initial Term: TWO (2) YEARS Effective Date: DECEMBER 31, 1998

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OEM Offerings:

INFORMIX (I) DATABASE AND/OR OTHER PRODUCTS THAT INCLUDE SUBSTANTIAL

FUNCTIONALITY AND/OR (II) SUBSTANTIAL ENHANCEMENTS, CUSTOMIZATION, OR

IMPLEMENTATION SERVICES OFFERED WITH THE ATG PRODUCTS (OR IN THE CASE OF

INFORMIX DATABASE AND/OR OTHER PRODUCTS, ALTERNATIVELY ALREADY LICENSED BY THE

END USER) IN ADDITION TO THAT OFFERED BY THE ATG PRODUCTS, AND/OR (III)

SUBSTANTIAL SERVICES INTEGRATING ATG PRODUCTS INTO INFORMIX PRODUCTS, AND/OR

(IV) THE ATG PRODUCTS OFFERED WITHOUT ANY INFORMIX PRODUCTS OR SERVICES TO END

USERS, PROVIDED THAT THE FULL DEVELOPMENT VERSION OF ANY ATG PRODUCTS AND

SUPPORT FOR SUCH FULL DEVELOPMENT VERSION ARE OFFERED TO THE END USER.

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ATG Contact Persons: Jeet Singh and Joe Chung

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This Cover Page, the attached OEM Terms and Conditions and related schedules and any duly executed addenda are incorporated into and made a part of this Agreement as of the Effective Date set forth above. Additional documents, schedules, exhibits, addenda and amendments may be incorporated into and made a part of this Agreement upon the written consent of the parties.



The parties hereby acknowledge that they have read and understand this Agreement and all schedules and addenda hereto, and agree to all terms and conditions stated herein and attached hereto.



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ATG: ART TECHNOLOGY GROUP, INC. OEM: INFORMIX SOFTWARE, INC.

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By: /s/ Jeet Singh By: /s/ Wes Raffel

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Name: Jeet Singh Name: Wes Raffel

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Title: President Title: VP & GM

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OEM TERMS AND CONDITIONS



1. DEFINITIONS



a. "Addendum" shall mean any addendum to this Agreement duly executed by both

parties hereto that either amends any of the terms hereto or identifies

additional ATG Products to be covered by this Agreement.



b. "API" shall mean Application Programming Interface; APIs for each ATG

Product, to the extent they exist, shall be available under the Development

License to OEM and any Development- Enabled Subdistributor.



c. "ATG Products" shall mean the ATG software products identified on Schedule

1 attached hereto or any Addendum, together with, for any particular ATG

software product, such Maintenance Releases and Major Releases, if any, as

are listed on Schedule 1, and any follow-on and/or replacement products

made generally available by ATG only if the OEM is entitled to receive

Major Releases for the replaced product, as specified on Schedule 1.



d. "ATG SLA" shall mean the schedule of Support Services to be provided to OEM

by ATG, as documented in the ATG Service Level Agreement attached as

Schedule 8.



e. "Effective List Price" shall mean, for the first Revenue Year, the List

Price in effect as of the Effective Date and attached hereto as Schedule 6.

For each subsequent Revenue Year, the Effective List Price shall mean the

lower of (i) the then effective List Price at the start of such Revenue

Year or (ii) 110% of the Effective List Price in the previous Revenue Year.



f. "End User" shall mean a person or entity acquiring OEM Offerings for his or

its own internal use and not for resale or distribution to others, which

persons or entities have properly executed and are bound by the terms of a

Software License Agreement.



g. "End User Documentation" shall mean the manuals, handbooks and other

written or electronic material typically accompanying the ATG Products,

other than the Programmer Documentation.



h. "Intellectual Property" shall mean all patent, copyright, trademark, trade

secret and other intellectual and intangible property rights, including all

registrations and applications therefor, and all continuations,

continuations in part, divisional applications, and renewals of any of the



i. "License Generator" shall mean the software provided by ATG to OEM

hereunder in order for OEM to generate Use Authorization Keys for the ATG

Products, each such use authorization key being generated exclusively for a

particular Internet Protocol ("IP") address.



j. "Licensed Marks" shall mean the ATG names, logos and trademarks listed on

Schedule 4 hereto, and such others as may be agreed in writing by the



k. "List Price" shall mean, with respect to an ATG Product, ATG's standard

list price for the ATG Product in the Territory (based on number of CPUs

and/or developers), as it may be revised by ATG from time to time. A

revised List Price shall become effective for purposes of this Agreement

thirty (30) days after ATG publishes such List Price or otherwise provides

such revised List Price to OEM.



l. "Maintenance and Support Fee" shall mean those fees that are payable to ATG

in accordance with Section 4(f) hereof in exchange for the provision of

Support Services to OEM, and for the provision













of such Major Releases and Maintenance Releases to OEM as are specified in

Section 3 of Schedule 1.



m. "Maintenance Release" shall mean the updates to the ATG Products provided

by ATG that may incorporate (i) corrections of any substantial defects;

(ii) fixes of any minor bugs; (iii) multi- language and localization

support, if and as they become available; and (ii) at the sole discretion

of ATG, minor enhancements to the ATG Products; provided, however, that

Maintenance Releases shall not include major new releases of the ATG

Products that incorporate substantial changes or additions that (i) provide

additional value and utility; (ii) may be priced and offered separately as

optional additions to the ATG Products; and (iii) are not made generally

available to ATG's customers without a separate charge. Maintenance

Releases are generally identified by ATG by a change to the version number

to the right of the decimal point (i.e. version 4.1 to 4.2).



n. "Major Release" shall mean, for a particular ATG Product, those updates,

upgrades and new releases of the ATG Products, other than Maintenance

Releases, to be provided by ATG to OEM as specified on Schedule 1. Major

Releases are generally identified by ATG by a change to the version number

to the left of the decimal point (i.e., version 4.2 to 5.0).



o. "Object Code Form" shall mean a form of executable software code resulting

from the translation or processing of software in Source Code Form by a

computer into machine language or intermediate code, which thus is in a

form that would not be convenient to human understanding of the program.



p. "OEM Discount" shall mean the applicable discount percentage set forth on

Schedule 2 hereto.



q. "OEM Offerings" shall mean the products and/or services that OEM is

authorized hereunder to offer in connection with the ATG Products, as set

forth on the Cover Page and on Schedule 1 hereto.



r. "Programmer Documentation" shall mean shall mean the Dynamo Programmer's

Guide and the Dynamo Application Server and Personalization Station APIs



s. "Proprietary Information" shall mean (i) all confidential, proprietary or

secret information, including without limitation components, drawings,

data, programs, specifications, techniques, processes, algorithms,

inventions and other information or material relating to a party's

business, personnel, customers, finances or plans, which is owned,

possessed or used by a party, which is marked as confidential if in written

or graphical form, indicated as confidential orally at time of disclosure

and/or which is of a nature that it would ordinarily be considered

confidential in the industry and (ii) all ATG Products in Source Code Form.



t. "Revenue Year" shall mean a 12-month period under this Agreement. The first

Revenue Year shall begin on April 30, 1999. The next Revenue Year shall

begin on the anniversary of the beginning of the first Revenue Year, and so



u. "Service Level Guidelines" shall mean OEM's standard documented End User

service level policy in effect from time to time, the current form of which

is attached hereto as Schedule 8.



v. "Software License Agreement" shall mean an End User license agreement

entered between OEM and End Users that shall, at a minimum, comply with the

provisions of Section 2(f) hereof; the current form of such Software

License Agreement is attached hereto as Schedule 5.



w. "Source Code Form" shall mean a form in which a computer program's logic is

easily deduced by a human being with skill in the art, such as a printed

listing of the program or a form from which a printed listing can be easily

generated or an electronic form capable of being compiled by a











Confidential Materials omitted and filed separately with the Securities and Exchange Commission.

Asterisks denote omissions.



computer. When Source Code Modules are provided by one party to the other,

such Source Code Modules shall be provided in electronic form capable of

being compiled by computer.



x. "Source Code Modules" shall mean those ATG Products listed in Section 4 of

Schedule 1 as being provided to OEM in Source Code Form. The Source Code

Modules shall constitute the Proprietary Information of ATG hereunder.



y. "Subdistributor" shall mean a third party which distributes the OEM

Offerings in accordance with the provisions of Section 2(i) below.



z. "Support Services" shall mean [**] services provided by ATG as described in

Section 6(c) below.



aa. "Territory" shall mean the geographic or other market coverage areas

identified on the Cover Page hereto.



bb. "Third Party Software" shall mean that software, if any, provided by ATG

under this Agreement which is not owned by ATG; such Third Party Software

is listed on Schedule 7.



cc. "Use Authorization Key" shall mean an encrypted sequence of characters

generated by the License Generator which checks the IP address and enables

a licensed End User to use the ATG Products as part of the OEM Offerings.



2. APPOINTMENT AND LICENSE



a. APPOINTMENT. Subject to the OEM's compliance with the terms and conditions

set forth in this Agreement, ATG hereby appoints OEM, and OEM hereby

accepts appointment, as a non-exclusive original equipment manufacturer for

the ATG Products in the Territory during the Term.



B. DEVELOPMENT LICENSE. Subject to OEM's compliance with the terms and

conditions set forth in this Agreement, ATG grants to OEM, and OEM accepts,

under all Intellectual Property in the ATG Products, a nonexclusive,

nontransferable (except as set forth in Section 14(d)) right and license in

the Territory ("Development License"), with the right to sublicense only as

set forth in Sections 2(f)(iii) and 2(i)(b), to use, reproduce, modify and

have modified, and process the Full Development Version of the ATG Products

internally in Object Code Form (including all JavaBean components) for the

sole purposes of incorporating or bundling the ATG Products into the OEM

Offerings, enhancing the OEM Offerings for distribution pursuant to Section

2(e) and/or providing implementation, localization, enhancement and/or

other customization services to End Users.



c. [**]License. Subject to OEM's compliance with the terms and conditions set

forth in this Agreement, [**].



d. LICENSE GENERATOR LICENSE. Subject to OEM's compliance with the terms and

conditions set forth in this Agreement, ATG grants to OEM, and OEM accepts,

under all Intellectual Property in the License Generator, a nonexclusive,

nontransferable (except as set forth in Section 14(d)) right and license,

with the right to sublicense as set forth in Section 2(i)(D), to use,

reproduce and process the License Generator, in Object Code Form, for the

sole purpose of generating Use Authorization Keys for the ATG Products.



e. DISTRIBUTION LICENSE. Subject to OEM's compliance with the terms and

conditions set forth in this Agreement, ATG grants to OEM, and OEM accepts,

under all Intellectual Property in the relevant ATG Products, a

nonexclusive, nontransferable (except as set forth in Section 14(d)),

royalty-bearing right











and license in the Territory, with the right to sublicense only as set

forth in Section 2(i)(A), (A) to demonstrate, promote, reproduce,

distribute and market the ATG Products in Object Code Form only (as may be

modified and enhanced by OEM pursuant to Sections 2(b) and 2(c) or by

Subdistributor pursuant to Section 2(i)(b)) and the End User Documentation

related thereto, and, in the case where the Subdistributor or End User has

purchased a Full Development Version of the ATG Products, the Programmer

Documentation related thereto, as incorporated into or bundled with the OEM

Offerings, to Subdistributors or End Users who have been provided with a

Use Authorization Key by the License Generator and with respect to whom OEM

has paid, or is obligated to pay, to ATG the appropriate Royalty described

in Section 4(a); (B) to maintain, install, configure, test and operate the

ATG Products (in Object Code Form only), and the End User Documentation

related thereto, and, in the case where the Subdistributor or End User has

purchased a Full Development Version of the ATG Products, the Programmer

Documentation related thereto, for Subdistributors or End Users in the

Territory as incorporated into, or bundled with or used with the OEM

Offerings and (c) to sublicense the rights granted under clauses (A) and

(B), subject to compliance with Section 2(i)(A) below, to one or more

Subdistributors solely for the purpose of distributing (and not further

sublicensing) the ATG Products as incorporated into or bundled with the OEM

Offerings in the Territory.



f. END USER SUBLICENSE.



(i) OEM shall have the right to sublicense the use of the ATG Products

("End User License") to Subdistributors and to End Users to whom OEM

or its Subdistributors have validly distributed such ATG Products,

pursuant to the terms of this Section 2(f). OEM shall ensure that all

Subdistributors or End Users acquiring such an End User License

execute the then-current version of the Software License Agreement,

or, for existing Subdistributors or End Users of OEM's products,

execute an appropriate addendum to the existing Software License

Agreement setting forth the ATG Products and any proprietary rights

restrictions not otherwise set forth in such Software License

Agreement which are necessary in order to comply with this Agreement.

Such Software License Agreements shall not limit the rights of

Subdistributors to distribute the ATG Products as provided in the

applicable Subdistributor Agreement (which may be combined with the

Software License Agreement in a single agreement).



(ii) Each Software License Agreement for a Non-Development Version or

Staging Server Version of the ATG Products shall provide that the

Subdistributor or End User



(A) shall use the ATG Products in Object Code Form only,



(A) in the case of Subdistributors, solely for the purposes of

incorporating or bundling the ATG Products into the OEM

Offerings, enhancing the OEM Offerings for End Users and/or

providing implementation, localization, enhancement and/or

customization services to End Users, and



(B) in the case of End Users, solely for its internal business

purposes,



and in accordance with the accompanying End User Documentation, and

may modify and enhance the ATG Products subject to the restrictions

listed for Non-Development Versions in Section 2 of Schedule 1,



(B) shall not distribute (except in the case of Subdistributors as set

forth in Section 2(i)(a)), reproduce (except for back-up), transfer

(except to an affiliate or as the result of a merger, acquisition or

substantial change in control), reverse engineer, decompile or

disassemble the ATG Products, (C) shall not export the ATG Products in

violation of any applicable export regulation or restriction of any

jurisdiction, (D) shall protect the proprietary and confidential

information of ATG to at least the extent that OEM is required to do

so herein, and (E) shall comply with the











obligations regarding the Intellectual Property of ATG to at least the

extent that OEM is required to do so herein.



(iii) Each Software License Agreement for a Full Development Version of the

ATG Products shall provide that the Subdistributor or End User



(A) shall use the ATG Products in Object Code Form only,



(A) in the case of Subdistributors, solely for the purposes of

incorporating or bundling the ATG Products into the OEM

Offerings, enhancing the OEM Offerings for End Users and/or

providing implementation, localization, enhancement and/or

customization services to End Users, and



(B) in the case of End Users, solely for its internal business

purposes,



and in accordance with the accompanying End User Documentation

and Programmer Documentation, and may modify and enhance the ATG

Products solely for the purpose set forth in this clause (a)

above;



(b) shall not distribute (except in the case of Subdistributors as

set forth in Section 2(i)(a)), reproduce (except for back-up),

transfer (except to an affiliate or as the result of a merger,

acquisition or substantial change in control), reverse engineer,

decompile or disassemble the ATG Products, (C) shall not export

the ATG Products in violation of any applicable export regulation

or restriction of any jurisdiction, (D) shall protect the

proprietary and confidential information of ATG to at least the

extent that OEM is required to do so herein, and (E) shall comply

with the obligations regarding the Intellectual Property of ATG

to at least the extent that OEM is required to do so herein.



(iv) Each Software License Agreement shall provide at least the same level

of protection for the ATG Products as for all other software included

in the OEM Offering.



g. COPIES.



(i) ATG will provide OEM with one copy of the License Generator following

the Effective Date, solely for OEM's use in generating Authorized Use

Keys pursuant to this Agreement.



(ii) ATG will provide OEM with one copy of each ATG Product before or upon

execution of this Agreement, the Source Code Form of the Source Code

Modules as specified in Section 4 of Schedule 1, and, subject to OEM's

payment of Maintenance and Support Fees, all Maintenance Releases and

Major Releases, all solely for OEM's use in performance of its

obligations and/or as expressly permitted in rights granted to OEM

pursuant to this Agreement.



(iii) OEM will use the License Generator, and/or will cause its

Subdistributors to use the License Generator, as the exclusive method

by which it, or its Subdistributors, generate(s) Use Authorization

Keys to be associated with the copies it, or its Subdistributors,

make(s) of the ATG Products, whether any such ATG Product is to be

distributed to an End User or used internally by OEM or a

Development-Enabled Subdistributor as part of its development



(iv) OEM or its Subdistributors with a license to the Full Development

Version of the ATG Products may generate any number of Use

Authorization Keys reasonably necessary for use by OEM and such

Subdistributor employees and OEM's and such Subdistributor's third

party consultants acting on OEM's or such Subdistributor's behalf who

have a need to use the ATG Products for the sole purposes of

incorporating or bundling the ATG Products into the OEM











Offerings or using the ATG Products with the OEM Offerings and who are

bound in writing to protect the Proprietary Information of OEM or such

Subdistributor, as the case may be.





(v) OEM and its Subdistributors must also generate one and only one Use

Authorization Key for every IP address on which an ATG Product will be

authorized for use by an End User; provided however that OEM and its

Subdistributors may generate such Use Authorization Keys for developer

seats for pools of "wildcard" IP addresses as OEM and/or its

Subdistributors deem reasonably necessary for any End User (and

provided that OEM pays the applicable Royalty for all such seats).



h. NO REVERSE ENGINEERING. OEM shall not, and shall require that its

Subdistributors shall not, reverse engineer, decompile or disassemble any

software that may be embodied in the ATG Products.



i. SUBDISTRIBUTORS.



(A) DISTRIBUTION OF OBJECT CODE. OEM may sublicense one or more

Subdistributors in all or portions of the Territory to distribute ATG

Products, in Object Code Form only, as incorporated into, bundled with

or for use with OEM Offerings that include ATG Products pursuant to

the licenses granted in Sections 2(e)(A) and (B) above, and the End

User Documentation related thereto. Subdistributors who have bought a

Full Development Version of the ATG Products shall be entitled to

distribute to their End Users the modified versions of the ATG

Products that they develop using the Full-Development Versions of the

ATG Products pursuant to the licenses granted in Sections 2(e)(A) and

(B) above.



(B) SUBDISTRIBUTOR AGREEMENTS. OEM shall require that each Subdistributor

execute a written agreement with OEM (a "Subdistributor Agreement")

which shall, at a minimum, impose upon the Subdistributor restrictions

and obligations with respect to proprietary rights of ATG in the ATG

Products that require the Subdistributor to use the ATG Products in

accordance with the appropriate Software License Agreement(s) set

forth in Section 2(f)(ii), (iii) and/or (iv), to make copies of the

ATG Products and/or to generate Use Authorization Keys in accordance

with Section 2(g), to distribute the ATG Products in accordance with

the distribution license set forth in Section 2(e)(A) and (B), and to

protect ATG's proprietary information and Intellectual Property rights

in accordance wi ...