Technology License Agreement

EXHIBIT 10.14


TECHNOLOGY LICENSE AGREEMENT


LOGILITY, INC. - AMERICAN SOFTWARE, INC.


THIS TECHNOLOGY LICENSE AGREEMENT (the "Agreement") is made as of August 1, 1997, by and between LOGILITY, INC., a Georgia corporation ("Logility") and AMERICAN SOFTWARE, INC., a Georgia corporation, for itself and its Affiliate companies (hereinafter collectively, "American Software").


WHEREAS, Logility is the owner of certain technology related to Logility's Value Chain Planning and Execution Solutions software products, and American Software desires a license to use such technology in order to maintain and support end-users of such software products, and Logility is willing to grant such a license to American Software, upon the terms and conditions set forth herein.


NOW THEREFORE, in consideration of the foregoing premises, the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Logility and American Software hereby agree as follows:


1. DEFINITIONS. All capitalized terms used herein and not otherwise defined shall have the following meanings:


"AFFILIATE" of a person shall mean a Person that directly, or
indirectly through one or more intermediaries, controls, is controlled by
or is under common control with such person. "Control" (and, with
correlative meanings, the terms "controlled by" and "under common control
with") shall mean the possession of the power to direct or cause the
direction of the management and policies of such person, whether through
the ownership of voting stock, by contract or otherwise. In the case of a
corporation, "control" shall mean, among other things, the direct or
indirect ownership of more than 50% of its outstanding voting stock. For
purposes of this Agreement, American Software shall not be deemed an
Affiliate of Logility, and Logility shall not be deemed an Affiliate of
American Software.


"END-USER" shall mean a Person that licenses or has licensed one or
more Products from American Software.


"IMPROVEMENTS" shall have the meaning ascribed to such term in Section
2.3 hereof.


"PERSON" shall mean any individual, partnership, corporation, firm,
association, unincorporated organization, joint venture, trust, limited
liability company or other entity.


"PRODUCTS" shall mean, collectively, all Logility's Value Chain
Planning and Execution Solutions, including WarehousePRO, Transportation
Management, and Transportation Planning software products now or hereafter
owned by Logility.


"PROPRIETARY RIGHTS" shall mean all patent rights, copyrights, trade
secret rights, trademarks and similar rights.


"SOFTWARE TECHNOLOGY" shall mean all Technology used in connection
with the Products.


"TECHNOLOGY" shall mean public and nonpublic technical or other
information, inventions, trade secrets, know-how, processes, formulations,
concepts, ideas, data and testing results, experimental methods, and any
other written, printed or electronically stored materials.


"THIRD PARTY" shall mean any Person other than Logility, American
Software or an Affiliate of Logility or American Software.


2. GRANT OF LICENSES.


2.1. GRANT OF ROYALTY-FREE LICENSE. Subject to the terms and conditions of this Agreement, Logility hereby grants to American Software a non- exclusive, non-transferable (subject to Sections 2.2, 2.3 and 7.9) worldwide, perpetual right and license under its Proprietary Rights to use, execute, reproduce, display, modify and prepare Derivative Works of, the Products for the limited purpose of maintaining and supporting End-Users of the Products. The foregoing license shall be fully paid and royalty-free.


2.2. SUBLICENSE RIGHTS.


2.2.1. Subject to the terms and conditions of this Agreement, American Software shall have the right to grant sublicenses of the rights granted under Section 2.1 hereof to End-Users of the Products for the limited purpose of maintaining and supporting such End-Users' use of the Products.


2.3 IMPROVEMENTS.


2.3.1 American Software and Logility shall each promptly disclose to the other any and all enhancements and improvements which they make or acquire in relation to the Products or, derivatives thereof ("Improvements"); provided, however, that the foregoing shall not require either party to disclose to the other any Improvement which it makes specifically for a Third Party and which such party is restricted from disclosing to the other party pursuant to the terms of its agreement with the Third Party.


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2.3.2 Subject to the terms and conditions of this Agreement, American Software hereby grants to Logility in respect of Improvements made by American Software, and Logility hereby grants to American Software in respect of Improvements made by Logility, a non-exclusive, non-transferable, fully paid, worldwide, perpetual right and license under their respective Proprietary Rights, to use, execute, reproduce, display, modify and prepare Derivative Works of said Improvements.


2.3.3 Subject to the terms and conditions of this Agreement, each party shall have the right to grant sublicenses of the rights granted to it under Section 2.3.2 hereof to (i) its respective Affiliates, and (ii) End-Users of Products incorporating the Improvements without prior permission of the other party.


3. TERM AND TERMINATION.


3.1 TERM. This Agreement shall be effective as of the Effective Date and shall continue in full force and effect indefinitely, unless terminated earlier as provided in Section 3.2 hereof.


3.2 EARLY TERMINATION.


3.2.1 EARLY TERMINATION BY LOGILITY. Logility shall have the right to terminate this Agreement upon written notice of termination to American Software in the event that:


(a) At any time, American Software or its Affiliates fail to perform or observe, or otherwise breach any of American Software's material obligations under this Agreement, and such failure or breach continues unremedied for a period of ninety (90) days after receipt by American Software of written notice thereof from Logility or, in the event that such failure or breach is not capable of cure within ninety (90) days, for such longer period of time as American Software is vigorously pursuing such cure in good faith; or


(b) American Software shall either (i) seek the liquidation, ...