Amendment To Oem Partner Agreement

Amendment to OEM Partner Agreement


This Amendment to the OEM Partner Agreement ("Amendment") is by and between CALLIDUS SOFTWARE, INC., a Delaware corporation ("Callidus" or "Partner"), and CEZANNE SOFTWARE, INC. ("Cezanne"), a Delaware corporation, and amends the OEM Partner Agreement, dated July 31, 2002, by and between the parties ("Agreement").


WHEREAS, Cezanne will provide software programs to Partner for enhancement and subsequent sublicensing and distribution by Partner, the Agreement is amended as follows:


1. The following clauses are added to Section 2 (LICENSE, RESTRICTIONS, AND
DISTRIBUTION) of the Agreement:


(N) INTERNAL USE LICENSE. For the duration of this agreement Partner will
have the right to use the Software products listed on Exhibit A for its
own internal management purposes, subject to the payment of the Internal
Use License Fee set forth in Exhibit A, paragraph 2.4. The Internal Use
License will expire if Partner chooses to discontinue payment of the
Internal Use License Fee. If this Agreement is terminated, the provision
set forth in section 7(g) will apply.


(O) EXTENSION OF THE INTERNAL USE LICENSE TO ADDITIONAL PRODUCTS. The
Internal Use License is extended to include the use of additional software
products owned by Cezanne, which are not listed on Exhibit A, namely
People Management, Competency Management and Competency Evaluation. Said
additional Software products are not part of the Software licensed with
this OEM Partner Agreement. Their inclusion herein for the purpose of the
Internal Use License, and the installation and use of such functionalities
at Callidus for Internal Use, cannot in any way be construed as the
inclusion of such additional Software products or functionalities to the
products listed on Exhibit A as the object of this OEM Partner Agreement.


2. The following clause is added to Section 7 (TERM AND TERMINATION) of the
Agreement:


(G) INTERNAL USE LICENSE AFTER TERMINATION. Upon termination of this
Agreement, for a period of thirty days from termination, Partner will have
the option to keep the Internal Use License in effect by paying Cezanne
the following one-time fee:


- *** for the Software Products listed on Exhibit A (Compensation
Planning and Team Planner), for usage limited to *** employees, plus
*** for each *** employee extension up to *** employees, plus *** for
each *** employee extension over *** employees, and
- *** for the Additional Software Products specified in section 2(o)
(People Management, Competency Management and Competency Evaluation),
for usage limited to *** employees, plus *** for each *** employee
extension up to *** employees, plus *** for each *** employee
extension over *** employees.


A software usage license agreement will be signed by the parties for this
purpose. Upon payment of the one-time fee specified above the Internal Use
License will become perpetual, and the fee set forth in Exhibit A,
paragraph 2.4 will continue uninterrupted, but it will change its nature
and become an annual maintenance fee.


3. The following section is added to Section 2.0 (Sublicense Fee, Training
Royalties, and Development License Fees) of Exhibit A of the Agreement:


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