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IBM STORWATCH

[*] AGREEMENT

INFOSPACE, INC. and IBM CORPORATION

SpaceSQL VERSION 4.0 LICENSE AGREEMENT

Agreement Number: 4998SJ0071





This Agreement dated as of September 18, 1998 is between Infospace, Inc. ("Infospace") with an address at 181 2nd Avenue, Suite 218, San Mateo, CA 94401, and International Business Machines Corporation ("IBM") with an address at 5600 Cottle Road, San Jose , CA 95193. Under this Agreement, IBM licenses from Infospace a computer software program known as SpaceSQL Version 4.0 which will be embedded into an IBM software product being developed called StorWatch Core Services.



By signing below, the parties agree to the terms of this Agreement. The complete Agreement between the parties regarding this transaction consists of this License Agreement and the following Attachments:





1. Attachment A "Description of Licensed Work;"

2. Attachment B "Schedule;"

3. Attachment C "Testing, Maintenance and Support;"

4. Attachment D "Education and Training,"

5. Attachment E "Certificate of Originality," and

6. Attachment F "On Premises."





The following are related agreements between the parties:





1. Agreement for Exchange of Confidential Information ("AECI") No.

SN980025;

2. Supplement to Agreement for Exchange of Confidential Information No.

J9801; and

3. Source Code Custody Agreement No. 4998SJ0104.





This Agreement replaces all prior oral or written communications between the parties relating to the subject matter. Once signed, any reproduction of this Agreement made by reliable means (for example, photocopy or facsimile) is considered an original, un less prohibited by local law.





ACCEPTED AND AGREED TO: ACCEPTED AND AGREED TO:





INTERNATIONAL BUSINESS INFOSPACE INC. MACHINES CORPORATION





By: /s/ BJ Grogan By: /s/ Ben Connors

------------------------- -------------------------------

Authorized Signature Authorized Signature



Name: /s/ BJ Grogan Name: /s/ Ben Connors

---------------------------- -------------------------------

Type or Print Type or Print



Title: Mgr, Global Contracts Off Title: /s/ Chief Operating Officer

--------------------------- -----------------------------



Date: Sept 18, 1998 Date: Sept. 18, 1998

--------------------------- -----------------------------





Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality r equest. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.





1 DEFINITIONS





Capitalized terms in the Agreement have the following meanings.



1.1 Code is computer programming code, including both Object Code and Source



a. Object Code is Code substantially in binary form, and includes header

files of the type necessary for use or interoperation with other

computer programs. It is directly executable by a computer after

processing or linking, but without compilation or assembly. Object Code

is all Code other than Source Code.



b. Source Code is Code in a form which when printed out or displayed is

readable and understandable by a programmer of ordinary skills. It

includes related source code level system documentation, comments and

procedural code. Source Code does not include Object Code.



1.2 Deliverable is any item that Infospace provides under this Agreement.



1.3 Derivative Work is a work that is based on all or any portion of the

Licensed Work that is intended to be embedded in IBM Products commonly

referred to as "StorWatch" and would be a copyright infringement if

prepared without the authorization of owner of the Licensed Work.

Derivative Works are subject to the ownership rights and licenses of a

party or of others in the underlying work.



1.4 Distributors are those authorized or licensed by IBM, IBM Subsidiaries or

IBM Distributors to license or distribute Products.



1.5 Enhancements are changes or additions, other than Error Corrections, to the

Licensed Work.





a. Basic Enhancements are all Enhancements, other than Major Enhancements,

including those that support new releases of operating systems and



b. Major Enhancements provide substantial additional value and are offered

to customers for an additional charge.





1.6 Error Corrections are revisions that correct errors and deficiencies

(collectively referred to as "errors") in the Licensed Work.



1.7 Externals are (1) any pictorial, graphic, and audiovisual works (such as

icons, screens, sounds, and characters) generated by execution of Code, and

(2) any programming interfaces, languages or protocols implemented in Code

to enable interaction with other computer programs or the end user.

Externals do not include the Code that implements them.



1.8 Licensed Work is (1) any material described in or that conforms to the

description in the Attachment entitled "Description of Licensed Work," or

that is delivered to IBM as the Licensed Work, including (but not limited

to) Code, associated documentation, and Externals, and (2) Error

Corrections and Enhancements thereto.



1.9 Moral Rights are personal rights associated with authorship of a work under

applicable law. They include the rights to approve modifications and to

require authorship identification.



1.10 Product is an offering or service, provided to IBM business partners, OEM

customers, distributors, or other users, whether or not branded under an

IBM, IBM Subsidiary or third party logo, which includes an embedded version

of the Licensed Work or a Derivative Work of the Licensed Work.



1.11 Subsidiary is an entity during the time that more than 50% of its voting

stock is owned or controlled, directly or indirectly, by another entity. If

there is no voting stock, a Subsidiary is an entity during the time that

more than 50% of its decision-making power is controlled, directly or

indirectly, by another entity.



1.12 Tools include devices, compilers, programming, documentation, media and

other items required for the development, maintenance or implementation of

the Licensed Work that are not commercially available.





2 RESPONSIBILITIES OF INFOSPACE



2.1 Infospace will provide the following Deliverables to IBM according to the

schedule set forth in the Attachment entitled "Schedule":



a. one complete set of the Licensed Work described in the Attachment

entitled "Description of Licensed Work" to IBM no later than 30 days

from the Effective Date of this Agreement. The Licensed Work includes

Object Code and supporting documentation recorded on industry standard

120-mm 650 megabyte CD-ROM media capable of being read on a standard

CD-ROM drive contained in an IBM-compatible personal computer.



b. Tools. The Tools for the Licensed Work are identified below.



----------------------------------------------------------------------

Part Number/

Model Version/

Description Number Release Owner

----------------------------------------------------------------------

None None None None





Infospace will deliver the Tools to IBM no later than 30 days from the

Effective Date. Infospace will provide an updated written list to IBM

for all changes and promptly deliver updated Tools to IBM.



c. Infospace will deliver to IBM within six months of the Effective Date of

this Agreement a version of the Licensed Work that contains all the

features, and performs all of the functions, of the existing SpaceSQL

Version 4.0 software program but operates in the following computer

environment:



. executing under the IBM OS/390 (formerly MVS/ESA) Version 2 Release 5

operating system on an IBM S/390 computer system



. utilizing the Unix System Services (formerly OpenEdition) component

of the IBM OS/390 operating system



. utilizing the Lotus Domino Go Webserver Release 4.6.1 for OS/390

software product



. retrieving data from, and displaying reports and graphs of data

contained in, relational database tables managed by the DB2 for

OS/390 relational database management system.



d. a completed certificate of originality with the Licensed Work, and with

each Enhancement to the Licensed Work, in the form specified in the

Attachment entitled "Certificate of Originality." IBM may suspend

payments to Infospace for the Licensed Work if Infospace does not

provide a properly completed certificate of originality. Payment will

resume after IBM receives and accepts the certificate.



2.2 Infospace will re-engineer the SpaceSQL Version 4.0 product to run in the

OS/390 operating system environment as described in section 3 "Description

of Engineering Work" in the Attachment entitled "Description of Licensed

Work."



2.3 For the term of this Agreement and continuing for [*] thereafter, Infospace

will provide Error Corrections for the Licensed Work, including testing,

maintenance and support as described in this Agreement, including the

Attachment entitled "Testing, Maintenance and Support."



2.4 Infospace will provide to IBM, at no charge, Basic Enhancements for the

Licensed Work beginning when IBM accepts the Licensed Work and continuing

for the term of this Agreement.



2.5 Infospace will offer to IBM, Major Enhancements to the Licensed Work

beginning when IBM accepts the Licensed Work and continuing for the term of

this Agreement. Infospace will offer to IBM, within 60 days after general

availability, all Major Enhancements to the Licensed Work that Infospace

creates or authorizes others to create. If IBM accepts Infospace's offer,

IBM will amend this Agreement to include charges, terms and conditions, and

the Major Enhancements will become part of the Licensed Work. If IBM and

Infospace do not agree, Infospace will make the Major Enhancements

available to IBM's, IBM Subsidiaries' and Distributors' customers under

terms and conditions no less favorable than those Infospace offers anyone



2.6 Infospace will:





[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.







a. participate in progress reviews, as reasonably requested by IBM, to

demonstrate Infospace's performance of Infospace's obligations;



b. implement a process designed to help prevent contamination of the

Licensed Work delivered to IBM by harmful code. Infospace will

provide IBM notice if Infospace suspects contamination;



c. have agreements with Infospace's personnel and third parties to

perform obligations and to grant or assign rights to IBM as required

by this Agreement. On request, Infospace will provide IBM with

evidence of these agreements;



d. obtain a written agreement not to assert any Moral Rights from any

person or entity having Moral Rights in the Licensed Work. Infospace

agrees not to assert any Moral Rights in the Licensed Work;



e. obtain all necessary consents of individuals or entities required for

the use of names, likenesses, voices, and the like in the Licensed

Work;



f. maintain records to verify authorship of the Licensed Work for two (2)

years after the termination or expiration of this Agreement. On

request, Infospace will deliver or otherwise make available this

information in a form specified by IBM;



g. not assign or transfer this Agreement or Infospace's rights under it,

or delegate or subcontract Infospace's obligations, without IBM's prior

written consent. Any attempt to do so is void;



h. not provide any information to the media, or issue any press releases

or other publicity, regarding this Agreement or the parties'

relationship under it, without IBM's prior written consent; and



i. not disclose to a third party the terms of this Agreement or the fact

that IBM has licensed the Licensed Work, without IBM's prior written

consent. Infospace may, however, make such disclosures (i) to its

accountants, lawyers or other professional advisors provided that any

such advisor is under a confidentiality obligation and (ii) as required

by law provided Infospace obtains any confidentiality treatment for it

which is available.



2.7 If Infospace fails to perform any of its obligations, IBM may either reduce

any amounts due hereunder by an amount equal to the value not received, or

have Infospace reimburse IBM for the value not received. Infospace

acknowledges that if it does not deliver the Licensed Work and the

engineering changes to the Licensed Work described in section 3

"Description of Engineering Work" in the Attachment entitled "Description

of Licensed Work," IBM will suffer irreparable harm and will be entitled to

all equitable remedies, including specific performance for the delivery of

such Licensed Work.



3 LICENSE



3.1 Infospace grants IBM a nonexclusive worldwide license, during the term of

this Agreement, to prepare Derivative Works of the Licensed Work, and to

use, execute, reproduce, display, perform, transfer, distribute, and

sublicense the Licensed Work and such Derivative Works in Object Code form

only, and documentation, in any medium or distribution technology

whatsoever, whether known or unknown, solely as such items are, or are to

be, incorporated and/or embedded in IBM Products commonly referred to as

"StorWatch" and any successor or related Products of the same or similar

application. Infospace grants IBM the right to authorize or sublicense

others to exercise any of the rights granted to IBM in this Section.



3.2 Infospace grants IBM a nonexclusive worldwide paid-up license, during the

term of this Agreement, to prepare Derivative Works of the Externals, and

to use, execute, reproduce, display, perform, transfer, distribute, and

sublicense the Externals and such Derivative Works, in any medium or

distribution technology whatsoever, whether known or unknown, solely as

such items are, or are to be, incorporated and/or embedded in IBM Products

commonly referred to as "StorWatch" and any successor or related Products

of the same or similar application. Infospace grants IBM the right to

authorize or sublicense others to exercise any of the rights granted to IBM

in this Section.



3.3 Infospace grants IBM a nonexclusive, worldwide paid-up license, during the

term of this Agreement, to prepare Derivative Works of the Tools, and to

use, execute, reproduce, display, perform, and distribute internally the

Tools and such Derivative Works, in any medium or distribution technology

whatsoever, whether known or unknown, solely as such items are, or are to

be, incorporated and/or embedded in IBM Products commonly referred to as

"StorWatch" and any successor or related Products of the same or similar

application. The rights and licenses granted by Infospace to IBM hereunder

include the right of IBM to authorize or sublicense its Subsidiaries,

contractors, and consultants to exercise any of the rights granted to IBM

in this Section.



3.4 The grant of rights and licenses to the Licensed Work and Tools includes a

nonexclusive, worldwide, paid-up license under any patents and patent

applications that are owned or licensable by Infospace now or in the future

and are (1) required to make, have made, use and have used the Licensed

Work or its Derivative





Works or (2) required to license or transfer the Licensed Work or its

Derivative Works. This license applies to the Licensed Work and its

Derivative Works operating alone or in combination with equipment or Code.

The license scope is to make, have made, use, have used, offer to sell,

sell, import, license or transfer items, and to practice and have practiced

methods, to the extent required to exercise the rights granted hereunder to

the Licensed Work and Tools.



3.5 Subject to Infospace's ownership of the Licensed Work and Tools, IBM will

own any Derivative Works it creates.



3.6 Infospace grants IBM a nonexclusive, worldwide, paid-up license to use the

names and trademarks Infospace uses to identify the Licensed Work for IBM's

marketing of the Licensed Work and its Derivative Works. Infospace grants

IBM the right to authorize or sublicense others to exercise any of the

rights granted to IBM in this Section. If IBM's use of Infospace's names

and trademarks is improper and Infospace provides IBM notice that Infospace

objects to it, IBM will take all reasonable steps necessary to resolve

Infospace's objections. Infospace may reasonably monitor the quality of

Products bearing its trademark under this license.



3.7 Any goodwill attaching to IBM's trademarks, service marks, or trade names

belongs to IBM and this Agreement does not grant Infospace any right to use

them. Each IBM Product will display, in an easily readable manner, that

Infospace has provided the Licensed Work.



3.8 For each Product that IBM, IBM Subsidiaries or Distributors license to a

customer and for which Infospace receives a royalty payment in accordance

with section 4.1 and 4.3 below, the rights and licenses granted to IBM in

sections 3.1, 3.2, 3.3, 3.4 and 3.6 above become perpetual and irrevocable.



4 PAYMENT



4.1 IBM will pay Infospace royalties of [*] for each IBM-authorized copy of

the Licensed Work or Derivative Work thereof that is incorporated and/or

embedded in an IBM Product commonly referred to as "StorWatch" and any

successor or related Products of the same or similar application, up to a

cumulative maximum amount of [*]. The per copy royalty payment includes

service and support for the Licensed Work as described in the Attachment

"Testing, Maintenance and Support."



4.2 All royalty obligations for the Licensed Work will be paid-up when the

cumulative amount of all royalty payments reaches the maximum amount of

[*]. Notwithstanding anything to the contrary in this Agreement,

all licenses granted to IBM in this Agreement will become perpetual and

irrevocable when the cumulative maximum royalty payments of [*]

is reached.



4.3 IBM will pay Infospace the following royalty advances:



- --------------------------------------------------------------------------------

DATE/EVENT ROYALTY ADVANCE - --------------------------------------------------------------------------------



1. Delivery of Licensed Work, excluding OS/390 [*]

version of the Licensed Work. - --------------------------------------------------------------------------------



2. Delivery and acceptance of an OS/390 [*]

version of the Licensed Work. - -------------------------------------------------------------------------------- 3. General availability of an IBM Product containing [*]

an embedded version of the Licensed Work or a

Derivative Work. - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------

TOTAL: [*] - --------------------------------------------------------------------------------





[*]



[*]







[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.









[*]





4.4 IBM's second royalty advance to Infospace, as described in the table in

section 4.3 of this Agreement, may be reduced by [*] for each calendar

week, up to a maximum of [*], that Infospace fails to meet specified

milestone of delivering to IBM an OS/390 version of the Licensed Work as

described in section 3 "Description of Engineering Work" in the Attachment

entitled "Description of Licensed Work". In the event that Infospace fails

to deliver an OS/390 version of the Licensed Work within 34 calendar weeks

of the Effective Date of this Agreement, then the second payment contained

in the table above will not be made and no other payments will be made by

IBM to Infospace under this Agreement, other than the [*] royalty payment

referred to in Section 4.1 above.



4.5 Notwithstanding anything to the contrary, IBM has no royalty obligation

for:





a. the Licensed Work or its Derivative Works used for:

(1) IBM's and IBM Subsidiaries' (including third parties under contract)

development, maintenance or support activities;

(2) marketing demonstrations, customer testing or trial periods

(including early support, pre-release, or other similar programs),

Product training or education; or

(3) backup and archival purposes;

b. a copy of the Product used by a licensed end user at home or on travel

when such Product is stored on both the user's primary machine as well

as another machine, provided that the end user is not authorized to

actively use the Product on both machines at the same time;

c. the Licensed Work (or a functionally equivalent work) becomes generally

available from Infospace to third parties without a payment obligation;

d. documentation provided with, contained in, or derived from the Licensed

Work;

e. Error Corrections or Basic Enhancements;

f. warranty replacement copies of the Product;

g. Externals; or

h. the Licensed Work or Derivative Work used for IBM's and IBM

Subsidiaries' internal use provided, however, that they are incorporated

and/or embedded in IBM Products commonly referred to as "StorWatch" and

any successor or related Products of the same or similar application.





4.6 IBM and IBM Subsidiaries, when providing outsourcing services to licensees

of Products, will not owe Infospace a fee for access to or assignment of a

license to such Products. In addition, IBM and IBM Subsidiaries will not

owe Infospace a fee to transfer the applicable Products to an IBM or IBM

Subsidiaries computer system which is of like configuration as the computer

system for which the Products were licensed. The forgoing is subject to IBM

providing Infospace notice of such Products to be managed by IBM or IBM

Subsidiaries. The Products will only be used on behalf of the licensee.

Upon expiration or termination of the agreement to provide outsourcing

services to the licensee, IBM's or an IBM Subsidiaries' right to use the

Products will end.



4.7 IBM, IBM Subsidiaries, and Distributors may, without incurring any royalty

obligation, copy the Product and distribute it on a CD-ROM, or other media

or distribution technology on or through which the Product is secured

(e.g., "encrypted" or "locked") to limit a customer's access to or use of

the Product. IBM may allow the customer, under a limited license, a limited

preview, trial or demonstration use of the Product. IBM will have no

royalty obligation to Infospace unless IBM, IBM Subsidiaries, or

Distributors license the Product to such customer for full productive use.



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