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Home My WebLink About5.481 Original Contract '. fiLED fOI~ RlCuh: r. t 'I IlL ;::OUES r ,'r_"etL~ ~.. :r',CCRCi,D":1 ' I,:"": '<'eM'le,) FlIed at the Request of: 20GS AUG 30 Ai'i 9: 07 (i) City of Port Angeles City Clerk's Office P. O. Box 1150 Port Angeles, W A 98362 2005 1163933 Clallam County Interlocal Agreement City Clerk File No.: '5" ~g) Agreement_between the City o[Port Angeles and ~ <>b ~ -kw~ ~ S vV\Ct.V Purpos~ ~~ Pw'1f\PvcM ~LA- ~6~ Dated t.{2z (ot; 1;;./" {1l " '. Membership Agreement for NoveIll\1LA Software This Membership Agreement is entered into by and b~tween the Department of Information Services ("DIS''), an agency of Washington State government, and ~ '7 ,0 ~~ ("Customer"), a Washington State agency or political subdivision. Pursuant to the Information Services Board Policy of 1995, Acquisition and Disposal of Information Technology Resources, DIS has entered into a Master License Agreement (""MLA "), with Novell, Inc. ("Novell") in order to make Novell's "MLA Software Products ("Software") available to Customers of DIS Technology Brokering Services. Customer enters into this Membership Agreement with DIS in order to purchase such Software licenses. This Membership Agreement sets forth the terms and conditions under which Customer shall be licensed to use such Software. As a result of executing this Agreement with DIS, Customer assumes some responsibilities directly to Novell, Inc., who shall be a third party beneficiary of this Agreement. 1. Effective Date. The effective date of this Agreement shall be the date of its execution by both of the parties, or May 15, 1998, whichever is later. 2. Term. The initial term of this Membership Agreement will begin on the effective date and will remain in effect through June 30, 1999. Subsequent terms will be for two (2) year periods. The term will be automatically renewed unless at least sixty (60) days prior to the end of a term either party gives written notice to the other to terminate the Membership Agreement. The term of this Membership Agreement will automatically terminate upon expiration or termination of the "MLA. 3. "MLA .This Membership Agreement is a binding agreement that incorporates the terms and conditions of the MLA, a copy of which is provided herewith. By entering into this Agreement with DIS, Customer assumes some responsibilities directly to Novell, Inc., who shall be a third party beneficiary of this Membership Agreement. 4. License Terms and Conditions. This Agreement includes Exhibit A - License Terms, attached hereto and incorporated herein by this reference, which describes the licenses granted to Customer through the rvtLA. 5. Prices. Customer shall pay to DIS in a timely fashion the non-refundable fees for all Software and services ordered pursuant to this Membership Agreement at the prices set forth in the DIS Novell rvtLA Software Products Price List. . ~~t1l..::; ~ Ill~'" ~: '>r t', ,f\ 6. Node-based Licensing. Customer understands that node-based licensing 'is~~vfli1~9Ie,\t9_,~qs;!:omer only while purchasing Software and maintenance through the "MLA. At expiration or termination of this Membership Agreement, Customer must transition from the "MLA Program back to Novell's regular sales channels and Novell's standard server-based licenses. See MLA Section 9.5.1. 7. Agencv and Location Coordinators. All copying for any Customer must be performed solely by the person designated in writing to DIS as the Agency Coordinator or by one or more Location Coordinators designated in writing by the Agency Coordinator. Included in the written notice to DIS shall be the name, business address, Internet address, telephone number and fax number of the Agency Coordinator and each Location Coordinator. 8. Compliance Responsibilitv. Customer is responsible for understanding and complying with the restrictions described herein. Customer will use reasonable efforts to make its employees, agents, contractors, representatives or other individuals using the Software under this Agreement aware that the Software products are proprietary products of Novell, have been licensed by Novell to Customer, may only be used subject to the terms and conditions contained in this Agreement and may not be copied, transferred or otherwise used in violation of such terms and conditions. Unauthorized copying will expose the individual and Customer to civil and in some cases criminal penalties. Individuals found violating this Agreement will also be subject to Agency disciplinary action. 9. Audits. Customer shall keep accurate records relating to Customer's reproduction and distribution of the Software. Customer shall conduct an annual self-audit in June of each year to confirm the total copies of Software being used by Customer and the total number of workstations, computers or other devices connected to a network which uses Novell's Software and shall certify in writing to DIS the results on the form attached hereto as Exhibit B. Customer shall forward payment for any copies not previously accounted for to DIS along with the self-audit report by June 30th of each year. If Customer is late submitting the self-audit report, Customer .5' . may lose the right to place further orders or receive technical support or other MLA services from NovelL" During the term of this Agreement and for a period of two (2) years after payment for Software copies is mad~~ "," Customer will maintain complete records showing (i) amounts due and paid, (ii) copying and use of the Software, and (iii) the total number of workstations, computers and other devices connected to a network which uses Novell Software. Customer is subject to fonnal audit by NOVf;ll pursuant to l\.1LA Section 8.2. 10. Save Harmless. Customer shall indemnify and save DIS harmless from and against (i) any fmancial or other loss to DIS caused by the Customer's actions or omissions; (ii) any assessment against the Customer as a result of a material discrepancy in Customer's use of Software identified in an audit; (iii) any violation of copyright law or other restrictions set forth herein. In the event DIS is required to act in defense of Customer's actions or otherwise incurs costs as a result of Customer's actions or omissions with respect to the l\.1LA or Novell's Software, Customer shall reimburse DIS in full therefor. "Customer" includes all its members, officers, agents, contractors representatives or employees. 11. Expiration or Termination. When Customer is no longer purchasing Software and Maintenance from DIS through the l\.1LA Program for whatever reason, Customer shall return or certify to Novell that it has destroyed all Master Software within thirty (30) days. 12. Year 2000. Novell has warranted that Intranet Ware and GroupWise 5.2 Software are Year 2000 Compatible. Novell maintains a Year 2000 site at http://www.novell.com/p2000/product.html with information about the Year 2000 compatibility of Novell products. Customer is solely responsible for making informed and appropriate purchasing decisions. See Section 3 of the Addendum to the l\.1LA,. The undersigned certifies that he/she has read, understands and agrees to the provisions of this Agreement and that he/she is has the authority to bind Customer to a legal contract. \ Approved State of Washington, Department of Information Services -s;~ At8fst8nt DIMCtOr Approved Customer ~~ Pnnt or Type Name /1-{ I( { 't& Date {;t::J /LJ t./ A 0 / ~ E/ <:..-~ Print or Type Name TItle ~~ /?IF'- l/r/9a TItle Date Approved as to Form State of Washington, Offi~ ofilie ttom~ R fkJL~cjL'LH Print or Type Name 7!r~(y; Date ?r5;1J)~stant~71?r~CC: TItle Membership Agreement for Novell MLA Software - 2 5. "18 J ~!!l Washington State Department of ~ii~ Information Services TO: Novell MLA Agency Coordinator FROM: DIS Technology Brokering Services DATE: December 24, 1998 RE: NOVELL MLA MEMBERSHIP AGREEMENT Enclosed you will find an original signed copy of your Agency's membership agreement for Novell MLA software. Please retain this copy for your files. ''.:'' " r . 1\;:>":'~\:7~ , ..." . ," 1" ~ I, '. -' ,-,'" ~,.,.. ,'~ ! -, " , " ~ , '" , ' h' ~ . t" ~ ~ '" ~ / " , , (, ~ :,"..' '" ~r , " ~- O' 'R"Ti'ft2' 'NiG" I ElL' E'S" j Jf ~,~ J ,JOt ~I 4.~~ ,t . J 1 l f ~ f ",' 'I ! 1 j L - ~ ~~ -- -. -. / - .' .,..: : ,,' . J -' ," WAS H I N G TON, U. S. A. CITY MANAGER'S OFFICE December 3, 1998 Ms. Karl Inman Technology Brokering Services Department of Information Services P. O. Box 42445 Olympia, W A 98504-2445 Re: Membership Agreement for Novell MLA Software Dear Karl: ,- Enclosed are the MLA Agency Coordinator and MLA Location Coordinator forms signed by Tanya O'Neill ofthe City of Port Angeles. Please note that the Agency Coordinator form with Linda Kheriaty's name cannot be signed by Linda at this time. She is currently on maternity leave and won't be returning until approximately the end of February, 1999. Please contact me if I can provide any additional assistance. I can be reached at 360-417- 4634. Sincerely yours, ~.~ Becky J. Upton, CMC City Clerk/Management Assistant Enclosures 321 EAST FIFTH STREET · P. 0 BOX 1150 · PORT ANGELES, WA 98362-0217 PHON E. 360-417-4500. FAX: 360-417-4509. TTY: 360-417-4645 E-MAIL: CITYMGR@CI.PORT-ANGELES.WA.US NOVELL :MLA AGENCY COORDINATOR ~, This form is to be completed only after your Agency has signed a Membership A.greement jOr Novell MLA Software with the Department ofInformaUon Services (DIS). The individua11isted below has read and understands the obligations set forth in the Menibership A.greement jOr Novell MLA. Software and will be responsible for coordinating all activity between the Agency and DIS for Novell MLA Software Products accordingly. As the Novell MLA. Agency Coordinator, heJahe will be responsible for the accurate accounting of all Novell Software Products, ml'lintenl'ln~e and other services purchased from DIS by the Agency and the annual self-audit report. This form, when properly completed and returned to DIS, will enable the Agency Coordinator to purchase Novell MLA Software Products, maintenance and services by any means authorized by the Agency and duplicate from Novell Master Software copies for Agency's internal use. By means of a properly executed Noven MLA Location Coordinator form, the Agency Coordinator may authorize other personnel within the Agency to pmchase Novell MLA. Software Products, maintenance and services from DIS and duplicate such Software. The purchase and duplication of Novell MLA Software Products by personnel other than the Agency Coordinator, however, does not relieve the Agency Coordinator of hisIher responsibility to accurately account for all Novell MLA Software products purchased from DIS. Gf-~ 06 Pm:!: (jY)8i.o" Signature of the person who executed the Membership Agreement/or NoveU MLA Software on behalf of Agency: AGENCY NAME: ~~a~ NOVELL i\1L.\ AGEl'CY COORDII\.\TOR Name: .L I V D 11 hi 1-1 c;~7'? ),q 71-1 ~ Telephone Number: ~ <(?f'- <//7 - y& /,;z StreetAddress: Y;J/ i! .s-~ MailAddress: r ctJ ~ / / .r;f6 cityizip: ~~ a~- cl<"~ 2<.-/4 ,9a.9'.:< ~ Fax Number: ,;1..& t:P' - ~ / 7 - 1/6,ef 7' Internet Address: ..I ~ F Cl 5 f-~ J/@ O'-.y ~c,{). m Signature: When completed, this form should be returned to: DIS Technology Brokering Services 60S E.llthAvenue PO Box 42445 Olympia,'W A 98504 ~!!~ Washington State Department of ~jiP.lnformation Services NOVELL l\1LA LOCATION COORDINATOR " This form is to be completed only after your Agency has signed a Membership Agreement for Novell MLA Software and a Novell MLA Agency Coordinator form with the Department of Information Services (DIS). When the signature of the Novell MLA Agency Coordinator is provided in the designated space, the individua1listed below will be authorized to purchase Novell :MLA Software products, maintenance and services from DIS by any means authorized by the Agency and duplicate from Novell Master Software copies for Agency's intema1 use. As a Novell MLA Authorized Purchaser, it is the responsibility of the individual identified below to report all new purchases or duplication of Novell MLA Software Products, maintenance or services to the Novell MLA Agency Coordinator to ensure that an accurate count of all Novell purchases can be maintained by the Agency. C' ti 1J p~+ OY1~(JJQ~ DIS Agency or Sub-Agency Account Number: AGENCY NAME: Name of Novell MLA Age!,cy Coordinator (Print): -r-tl-ny" ~ Signature of Novell MLA Agency Coordinator: ~ ~ : NOVELL i\lL\ LOCATION COORDINATOR Name: O::/J ,e'-<.-/ 4~oA"' ;5 Telephone Number: rSw?7J' - t//7- </ (; S I Street Address: j':; / ~ u.~C:! Mail Address: ;00 ~ //ofc)' City, Zip: ~ a j~_~.., ~ ;tV 9.P .:7 ~;;;, Fax Number: ~ r;1 - <// 7 - r 6 ~ 9 IntemetAddress: IIJFoS(:"7f!v@ a.~ ,4FN.G;11l Signature: When completed, this form should be returned to: DIS Technology Brokering Services 605 E. 11 th Avenue PO Box 42445 Olympia, W A 98504 d!!~ Washington State Department of ~iir Information Services . NOVELL l\1LA AGENCY COORDINATOR r' This fOIm is to be completed only after your Agency has signed a Membership Agreement for Novell MLA Software with the Department ofInfonnation Services (DIS). The individual listed below has read and understands the obligations set forth in the Membership Agreement for Novell MLA Software and will be responsible for coordinating all activity between the Agency and DIS for Novell MLA Software Products accordingly. As the Novell MLA Agency Coordinator, he/she will be responsible for the accurate accounting of all Novell Software Products, maintenance and other services purchased from DIS by the Agency and the annual self-audit report. This form, when properly completed and returned to DIS, will enable the Agency Coordinator to purchase Novell MLA Software Products, maintenance and services by any means authorized by the Agency and duplicate from Novell Master Software copies for Agency's internal use. By means of a properly executed Novell MLA Location Coordinator form, the Agency Coordinator may authorize other personnel within the Agency to purchase Novell MLA Software Products, maintenance and services from DIS and duplicate such Software. The purchase and duplication of Novell MLA Software Products by personnel other than the Agency Coordinator, however, does not relieve the Agency Coordinator of histher responsibility to accurately account for all Novell MLA Software products purchased from DIS. C'...i :bl '" 6 PI) rt 0 fJ 6" j 0 ,~, Signature of the person who executed the Membership Agreement for Novell MIA Software on behalf of Agency: AGENCY NAME: ~~ L2.e~J NOVELL i\IL\ AGENCY COORDINATOR Name: 7?? A:./ ~,4 , C'J '" vc-/ Cc:.. Telephone Number: ~~- <;//07 _ </,,, 3..t2 Street Address: J'~ / ~ .;}-~ ~ Mail Address: "P't7 ~ / /~ Cityizip: ~~ C!-L ~~-=- ?.u'A 9rPJ't;:;2" ." Fax Number: 6l?-- fI- sf/ 7..... ~t: ~ 9 IntemetAddress: ...:r IJ FOSPI( v@ Otc;l'C-fJ. (',c Signature: ~ When completed, this form should be returned to: DIS Technology Brokering Services 605 E. 11th Avenue PO Box 42445 Olympia,ow A 98504 ~!!l Washington State Department of ~ii;;'lnformation Services CITY OF e'.,""" . '.0"';'-,'''''. . ".';( , ., , ~ , " -\ ~ , ,;;,', ~' iO" 'R'T'P;.N'G' 'E:t:' E.:S": 1 ~ <' o....i _' . :: . ' ~ _? l ^,; xI,t: i i - - - WAS H I N G TON, U. S. A. CITY MANAGER'S OFFICE . November 9, 1998 Department of Information Services P. O. Box 42445 Mail Stop 42445 Olympia, W A 98504-2445 Re: Novell Master Licensing Agreement Purchasing Program Ladies and Gentlemen: At its meeting of November 3, 1998, the Port Angeles City Council approved the membership agreement for Novell MLA Software with the Washington State Department of Information Services. Enclosed is the agreement which has been executed by the City of Port Angeles. Once signed by a representative of the Department of Information Services, please return a copy of the fully executed agreement to my attention. Thank you for your assistance and please feel free to contact me if you need any further information. I can be reached at 360-417-4634. Sincerely yours, &~~ Becky J. Upton, CMC City ClerklManagement Assistant Enclosure 321 EAST FI FTH STREET · 0 POBOX 1 150 . PORT ANGELES, WA 98362-0217 PHON E 360-417-4500. FAX. 360-417-4509. TTY. 360-417-4645 E-MAIL CITYMGR@CI PORT-ANGELES.WA US The Department of Information Services Novell Master Licensing Agreement Purchasing Program ... .... ..................... ........ Information and Registration Booklet ~ ~!!~ Washington State Department of ~ii~ Information Services Novell@ Purchaser Information DIS / Novell Master License Agreement Purchasing Program The Department of Information Services has entered into an Agreement with the Novell Corporation that enables state and local government organizJJtions to take advantage of the special licensing provisions and discounted pricing made available through Novell's Master License Agreement (MIA). . Introducing the DIS / Novell MIA Purchasing Program The DIS/Novell Master License Agreement Purchasing Program is a software license and maintenance purchase program for Novell server and application products. Through this program DIS Technology Brokering Services is able to offer both Server and Node- based lIcensing for Novell products. Node-based licensing may provide sIgnificant savings over server-based licensing, especially when operating in a multIple server environment. Node licenses may be purchased in any quantity, on an "as-needed" basis, to precIsely address licensing requirements. Novell's Maintenance is required with every node or server based license purchased through this program. Maintenance provides continuing enhancements to a product family licensed under the MLA m the form of product upgrades and updates as they become available during the Pro,gram period. What is the Term of the DIS/Novell MLA Program? The term of the initial MLA Purchasing Program period is approximately thirteen months, commencing May 21, 1998 and ending June 30, 1999. Subsequent terms will be for two years. What is Node-Based licensing? Under the DIS/Novell MLA Purchasing Program, organizations may Install Novell products on a per-node lIcensing basis at a new location, or convert from server-based licensing at existing locations. A location is defined by Novell as being an individual street address. Co-mingling of node and server-based licensmg is not allowed at a specific location. In a per-node licensing environment, orgarnzations pay for the license to connect a physical device to the Novell file server(s) at that location. Only one nodal license is required for each device, regardless of the number of file servers accessed at that location. A physical device may be a PC, a printer or other addressable connectlon in the server environment. Software Master media is purchased separately, and may be installed on all file servers in the nodal licensing environment. What Products are Available? 1he following products and or services are offered under the DISI Novell MLA Purchasing Program: Server Licenses: These products are similar to standard "red-box" licenses in that they lIcense a specific number of users per server. They may only be purchased in the specific "user number license" units as available on the Novell pnce list. Node Licenses: These products allow organizations to connect a smgle physical device to a Novell file server environment at an individual location. They may be purchased in any quantity, on an "as-needed" basis. Maintenance: Maintenance provides continuing enhancements to a product family licensed under the MLA in the form of product upgrades and updates as they become available during the Purchasing Program penod. Maintenance must be purchased With each new server or nodal license ordered and will be priced on an annual basis and billed in advance. New purchases will be prorated through the end of the current annual maintenance period. Server-based Novell products of the most recent revision, purchased outside this program, may be converted to nodal-licensing products by purchasing Maintenance for the number of nodes connected to the Novell servers in the environment. Software Masters: Software Masters include the necessary media to install and run the software on multiple servers in a lIcensed environment. As part of the "software masters" product set, customers will receive the master version non-serialized license diskettes needed for serialized products, which the customer can then install as often as needed to support future license purchases. Software Masters should be purchased either to install Novell products at a new locatlon, or, as a provision of Maintenance, to mstall product upgrades and updates as they become available. Please note: Software Masters are not shIpped automatically. Organizations covered by Maintenance are authorized to install product updates and upgrades at any tlIDe during the purchasing program, but must order the current Software Masters to do so. Technical Support: Premium Service, Novell's highest level of technical support, may be purchased on an annual basis either through the "Contact Plan" or the "Incident Plan". Both PreIDlum SefVIce plans provide access to a team of Senior Support Engineers, as well as Novell's most current technical informatlon and support tools. The Premium Service Contact Plan is purchased annually on a "per contact" basis and provides a single Customer contact with an unlImited number of support incidents during the service agreement period. The Premium Service Incident Plan provides a specIfic number of support incidents that ~!!~ Washington State Department of 7/219X ~ii~ Information Services NovelL ~ may be used by any number of authorized Customer contacts. The Customer assumes the responsibility of managmg the distribution of these incidents and may purchase additional mcidents as needed. " Documentation: Other than limited hard copy documentatIon that may be provided with Software Masters, no documentation will be available through this program. Novell's documentation is generally available on the CD-Media. Is the DIS/Novell MLA a Statewide Master Agreement? Although similar in some ways, THE DIS/NOVEU MLA IS NOT A STATEWIDE MASTER AGREEMENT. Because of the special requirements of the Program, all orders for Novell MLA products must be placed through the DIS Technology Brokering Services section. This approach also ensures the greatest possible discounts by aggregating all orders statewide into a single quantIty discount pool. Do Purchases Made Through the DIS / Novell MLA Program Satisfy the State's Competitive Acquisition Requirements? The process used to negotiate this agreement does satisfy competitive acquisition requirements for Washington State agencies. MLA Program Enrollment Steps · Review, sign, and return the "Membership Al!reement for Novell MLA Software." This Agreement must be signed by an officer of the organization who has the authority to bind the organization to a legal contract. · Complete and return the "DIS/Novell MLA Al!encv Coordinator" enrollment form. This form identifies the individual within the purchasing organization who will serve as the primary point-of-contact for the exchange of information regarding this program, and who will be responsible to account for all MLA Program activity within the purchasing organization. · Complete and return the "DIS/Novell MLA Location Coordinator" enrollment form Location Coordinators may be added at any time during the Program period with the consent of the purchasing organization's MLA Agency Coordinator. · If transferring in from another Novell node-based licensing program, complete the "MLA Self-Audit and Order Form" declaring the quantity of node-based licenses that will be enrolled in this MLA. Also include a purchase order for any Maintenance fees associated with the transfer of these licenses into the MLA program. Note: The purchasing organization must be a current customer ofDIS services. Organizations that do not have a current business relationship with DIS can complete a "Customer Service Al!reement." The Customer Service Agreement form and related information may be obtained from Debra Dunn, at (360) 902-3551. How to Place an Order Orders for DIS/Novell MLA products can be placed, by Authorized Purchasers only, with the DIS/Novell MLA Order Desk either by FAX, U.S. Mail, or E-Mail to: Department of Information Services P.O. Box 42445 Olympia, WA 98504-2445 Mail Stop 42445 FAX: (360) 664-0930 E-Mail: mla@dis.wa.gov Product orders can be submitted on Purchase Order forms or other similar forms used by the purchasing organization. Orders-should include the Novell part number, description, quantity and expected purchase price. Current part numbers, descnptions and prices can be found on the DIS/Novell MLA price sheets, which will be distributed to program participants monthly. How Orders are Filled When an order for Server License, Node-License or Maintenance Products is received from an authorized Location coordinator, the order will be entered into the DIS MLA Order Tracking Database. The database will generate a "DIS - Novell MLA Order Confirmation" which will be sent to the Purchaser via FAX or mail. Once the Location Coordinator has received this authorization document, the organization may begin to use the products listed in the quantities specified. The "DlS - Novell MLA Order Confirmation" should be used by the organization to fulfill their Field/Purchase Order receiving document requirement for License and Maintenance purchases. No additional proof of purchase will be provided. Orders placed for Software Masters and Technical Support will be processed through the standard DlS Technology Brokering order system. Orders for these products must contain the name and specific street address of the individual who is to receive the product. Product will be supplied directly by Novell according to the shipping instructions provided on the Customer order. Where to Call with Questions Questions may be directed to DIS at (360) 902-0302, or sent via E-mail to: mla@dis.wa.gov d!!~ Washington State Department of 712/98 ~jjP Information Services NovelL ? , The Department of Information Services Novell Master Licensing Agreement Purchasing Program ........ ............................... Novell MLA ~ Membership Agreement for NovelllVllA Software .., This Membership Agreement is entered into by and between the Department) of Information Services ("D1S''), an agency of Washington State government, and {~ ''1 ,o..,J- ~~ ("Customer"), a Washington State agency or political subdivision. t. Pursuant to the Information Services Board Policy of 1995, Acquisition and Disposal of Information Technology Resources, DIS has entered into a Master License Agreement ("MLA "), with Novell, Inc. ("Novell") in order to make Novell's MLA Software Products ("Software") available to Customers of DIS Technology Brokering Services. Customer enters into this Membership Agreement with DIS in order to purchase such Software licenses. This Membership Agreement sets forth the terms and conditions under which Customer shall be licensed to use such Software. As a result of executing this Agreement with DIS, Customer assumes some responsibilities directly to Novell, Inc., who shall be a third party beneficiary of this Agreement. 1. Effective Date. The effective date of this Agreement shall be the date of its execution by both of the parties, or May 15, 1998, whichever is later. 2. Term. The initial term of this Membership Agreement will begin on the effective date and will remain in effect through June 30, 1999. Subsequent terms will be for two (2) year periods. The term will be automatically renewed unless at least sixty (60) days prior to the end of a term either party gives written notice to the other to terminate the Membership Agreement. The term of this Membership Agreement will automatically terminate upon expiration or termination of the MLA. 3. MLA. This Membership Agreement is a binding agreement that incorporates the terms and conditions of the MLA, a copy of which is provided herewith. By entering into this Agreement with DIS, Customer assumes some responsibilities directly to Novell, Inc., who shall be a third party beneficiary of this Membership Agreement. 4. License Terms and Conditions. This Agreement includes Exhibit A - License Terms, attached hereto and incorporated herein by this reference, which describes the licenses granted to Customer through the MLA. 5. Prices. Customer shall pay to D1S in a timely fashion the non-refimdable fees for all Software and services ordered pursuant to this Membership Agreement at the prices set forth in the D1S Novell MLA Software Products Price List. 6. Node-based Licensing. Customer understands that node-based licensing is available to Customer only while purchasing Software and maintenance through the MLA. At expiration or termination of this Membership Agreement, Customer must transition from the MLA Program back to Novell's regular sales channels and Novell's standard server-based licenses. See MLA Section 9.5.1. 7. Agencv and Location Coordinators. All copying for any Customer must be performed solely by the person designated in writing to D1S as the Agency Coordinator or by one or more Location Coordinators designated in writing by the Agency Coordinator. Included in the written notice to DIS shall be the name, business address, Internet address, telephone number and fax number of the Agency Coordinator and each Location Coordinator. 8. Compliance Responsibilitv. Customer is responsible for understanding and complying with the restrictions described herein. Customer will use reasonable efforts to make its employees, agents, contractors, representatives or other individuals using the Software under this Agreement aware that the Software products are proprietary products of Novell, have been licens~d by Novell to Customer, may only be used subject to the terms and conditions contained in this Agreement and may not be copied, transferred or otherwise used in violation of such terms and conditions. Unauthorized copying will expose the individual and Customer to civil and in some cases criminal penalties. Individuals found violating this Agreement will also be subject to Agency disciplinary action. 9. Audits. Customer shall keep accurate records relating to Customer's reproduction and distribution of the Software. Customer shall conduct an annual self-audit in June of each year to confirm the total copies of Software being used by Customer and the total number of workstations, computers or other devices connected to a network which uses Novell's Software and shall certify in writing to D1S the results on the form attached hereto as Exhibit B. Customer shall forward payment for any copies not previously accounted for to DIS along with the self-audit report by June 30th of each year. If Customer is late submitting the self-audit report, Customer . .5 may lose the right to place further orders or receiv~ technical support or other MLA services from Novell. During the term of this Agreement and for a period of two (2) years after payment for Software copies is made; Y Customer will maintain complete records showing (i) amounts due and paid. (ii) copying and use of the Software, and (iii) the total number of workstations, computers and other devices connected to a network which uses Novell Software. Customer is subject to fonnal audit by Novell pursuant to MLA Section 8.2. 10. Save Harmless. Customer shall indemnify and save DIS harmless from and against (i) any fmancial or other loss to DIS caused by the Customer's actions or omissions; (ii) any assessment against the Customer as a result of a material discrepancy in Customer's use of Software identified in an audit; (iii) any violation of copyright law or other restrictions set forth herein. In the event DIS is required to act in defense of Customer's actions or otherwise incurs costs as a result of Customer's actions or omissions with respect to the MLA or Novell's Software, Customer shall reimburse DIS in full therefor. "Customer" includes all its members, officers, agents, contractors representatives or employees. 11. Expiration or Termination. When Customer is no longer purchasing Software and Maintenance from DIS through the MLA Program for whatever reason, Customer shall return or certify to Novell that it has destroyed all Master Software within thirty (30) days. 12. Year 2000. Novell has warranted that Intranet Ware and GroupWise 5.2 Software are Year 2000 Compatible. Novell maintains a Year 2000 site at http://www.novell.comlp2000/product.html with information about the Year 2000 compatibility of Novell products. Customer is solely responsible for making informed and appropriate purchasing decisions. See Section 3 of the Addendum to the MLA,. The undersigned certifies that he/she has read, understands and agrees to the provisions of this Agreement and that he/she is has the authority to bind Customer to a legal contract. Approved State of Washington, Department of Information Services Approved Customer Signature \~.r~'-, L<.._ Sigdaiure /;, (",./c. <. i,/ Pnnt or Type Name (7-) IL J t./ /.; c:; - ,I. / r / <' C Print or Type Name Title Date 'LOz ~...rL...,.,.(~~_~.ZC-fL.. ~~~: -L.'-"'"_<____. { J Title /7/(,> . Date I/S":/O /),J {' U/7=> fkJLcc.C'l..{j1 Print or Type Name jr~/% XAj)~~~~CC: Title Membership Agreement for Novell MLA Software - 2 Membership ~areemeDt for Novelll\fLA Software .. This Membership Agreement is entered into by and between the Department of Information Services ("DIS"), an agency of Washington State government, and (7, TY C',L- /?c/f' 7" H /.- C-.::-c:...-('--:J ("Customer''), a Washington State agency or political subdivision. Pursuant to the Information Services Board Policy of 1995, Acquisition and Disposal of Information Technology Resources, DIS has entered into a Master License Agreement ("MLA"), with Novell, Inc. (''Novell") in order to make Novell's MIA Software Products ("Software") available to Customers of DIS Technology Brokering Services. Customer enters into this Membership Agreement with DIS in order to purchase such Software licenses. This Membership Agreement sets forth the terms and conditions under which Customer shall be licensed to use such Software. As a result of executing this Agreement with DIS, Customer assumes some responsibilities directly to Novell, Inc., who shall be a third party beneficiary of this Agreement 1. Effective Date. The effective date of this Agreement shall be the date of its execution by both of the parties, or May 15, 1998, whichever is later. 2. Term. The initial term of this Membership Agreement will begin on the effective date and will remain in effect through June 30, 1999. Subsequent terms will be for two (2) year periods. The term will be automatically renewed unless at least sixty (60) days prior to the end of a term either party gives written notice to the other to terminate the Membership Agreement. The term of this Membership Agreement will automatically terminate upon expiration or termination of the lVITA. 3. MLA. This Membership Agreement is a binding agreement that incorporates the terms and conditions of the MLA, a copy of which is provided herewith. By entering into this Agreement with DIS, Customer assumes some responsibilities directly to Novell, Inc., who shall be a third party beneficiary of this Membership Agreement. 4. License Terms and Conditions. This Agreement includes Exhibit A - License Terms, attached hereto and incorporated herein by this reference, which describes the licenses granted to Customer through the lVITA. 5. Prices. Customer shall pay to DIS in a timely fashion the non-refundable fees for all Software and services ordered pursuant to this Membership Agreement at the prices set forth in the DIS Novell l\1LA Software Products Price List. 6. Node-based Licensing. Customer understands that node-based licensing is available to Customer only while purchasing Software and maintenance through the MLA. At expiration or termination of this Membership Agreement, Customer must transition from the MLA Program back to Novell's regular sales channels and Novell's standard server-based licenses. See MLA Section 9.5.1. 7. Agencv and Location Coordinators. All copying for any Customer must be performed solely by the person designated in writing to DIS as the Agency Coordinator or by one or more Location Coordinators designated in writing by the Agency Coordinator. Included in the written notice to DIS shall be the name, business address, Internet address, telephone number and fax number of the Agency Coordinator and each Location Coordinator. 8. Compliance Responsibilitv. Customer is responsible for understanding and complying with the restrictions described herein. Customer will use reasonable efforts to make its employees, agents, contractors, representatives or other individuals using the Software under this Agreement aware that the Software products are proprietary products of Novell, have been licensed by Novell to Customer, may only be used subject to the terms and conditions contained in this Agreement and may not be copied, transferred or otherwise used in violation of such terms and conditions. Unauthorized copying will expose the individual and Customer to civil and in some cases criminal penalties. Individuals found violating this Agreement will also be subject to Agency disciplinary action. 9. Audits. Customer shall keep accurate records relating to Customer's reproduction and distribution of the Software. Customer shall conduct an annual self-audit in June of each year to confirm the total copies of Software being used by Customer and the total number of workstations, computers or other devices connected to a network which uses Novell's Software and shall certify in writing to DIS the results on the form attached hereto as Exhibit B. Customer shall forward payment for any copies not previously accounted for to DIS along with the self-audit report by June 30th of each year. If Customer is late submitting the self-audit report, Customer C7 may lose the right to place further orders or receive technical support or other MLA services from Novell. During the term of this Agreement and for a period of two (2) years after payment for Software copies is made; ~ Customer will maintain complete records showing (i) amounts due and paid, (ii) copying and use of the Software, and (iii) the total number of workstations, computers and other devices connected to a network which uses Novell Software. Customer is subject to formal audit by Novell pursuant to MLA Section 8.2. 10. Save Harmless. Customer shall indemnify and save DIS harmless from and against (i) any financial or other loss to DIS caused by the Customer's actions or omissions; (ii) any assessment against the Customer as a result of a material discrepancy in Customer's use of Software identified in an audit; (ill) any violation of copyright law or other restrictions set forth herein. In the event DIS is required to act in defense of Customer's actions or otherwise incurs costs as a result of Customer's actions or omissions with respect to the MIA or Novell's Software, Customer shall reimburse DIS in full therefor. "Customer" includes ail its members, officers, agents, contractors representatives or employees. 11. Exoiration or Termination. When Customer is no longer purchasing Software and Maintenance from DIS through the MLA Program for whatever reason, Customer shall return or certify to Novell that it has destroyed all Master Software within thirty (30) days. 12. Year 2000. Novell has warranted that Intranet Ware and GroupWise 5.2 Software are Year 2000 Compatible. Novell maintains a Year 2000 site at http://www.novell.comlp2000/product.html with information about the Year 2000 compatibility of Novell products. Customer is solely responsible for making informed and appropriate purchasing decisions. See Section 3 of the Addendum to the MLA,. The undersigned certifies that he/she has read, understands and agrees to the provisions of this Agreement and that he/she is has the authority to bind Customer to a legal contract. Approved State of Washington, Department of Information Services Approved Customer Signarure ~-'~C'_"'_ <~'<,j_~..A./ SignaiUre Prmt or Type Name I~J It 7" /q C)' ,( j (''''r c..c Print or Type Name TIde OllIe "(/) , Z ~S<-';:'.L-t.-'JI._-C:, ._L..r__ t.' TItle ,-J~'t. ( '-....____.. - <'7-Yr-, OllIe /j/vh oF - Approved as to Form State of Washington, Offi~e of the ttorney zz ~. - r.lJ. I'"P fkJLcc.C'l-1:R Prmt or Type Name ?l?AJ}~~il~E{. Title 7~~/% ~/ Membersbip Agreement for NoveU MLA Software - 2 Membership Agreement for Novelll\'.U..A Software 'f This Membership Agreement is entered into by and between the D~par1ment of Information Services ('1)IS"), an agency of Washington State government, and c: /c;; < J / ~ L? c::;:.<)'. /J. / ("Customer''), a Washington State agency or political subdivision. (, Pursuant to the Information Services Board Policy of 1995, Acquisition and Disposal of Information Technology Resources, DIS has entered into a Master License Agreement ("rv.lLA "), with Novell, Inc. ("Novell") in order to make Novell's rv.lLA Software Products ("Software") available to Customers of DIS Technology Brokering Services. Customer enters into this Membership Agreement with DIS in order to purchase such Software licenses. This Membership Agreement sets forth the terms and conditions under which Customer shall be licensed to use such Software. As a result of executing this Agreement with DIS, Customer assumes some responsibilities directly to Novell, Inc., who shall be a third party beneficiary of this Agreement. 1. Effective Date. The effective date of this Agreement shall be the date of its execution by both of the parties, or May 15, 1998, whichever is later. 2. Tenn. The initial term of this Membership Agreement will begin on the effective date and will remain in effect through June 30, 1999. Subsequent terms will be for two (2) year periods. The term will be automatically renewed unless at least sixty (60) days prior to the end of a term either party gives written notice to the other to terminate the Membership Agreement. The term of this Membership Agreement will automatically terminate upon expiration or termination of the lVILA. 3. :MIA. This Membership Agreement is a binding agreement that incorporates the terms and conditions of the MLA, a copy of which is provided herewith. By entering into this Agreement with DIS, Customer assumes some responsibilities directly to Novell, Inc., who shall be a third party beneficiary of this Membership Agreement. 4. License Terms and Conditions. This Agreement includes Exhibit A - License Terms, attached hereto and incorporated herein by this reference, which describes the licenses granted to Customer through the MLA. 5. Prices. Customer shall pay to DIS in a timely fashion the non-refundable fees for all Software and services ordered pursuant to this Membership Agreement at the prices set forth in the DIS Novell MLA Software Products Price List. 6. Node-based Licensing. Customer understands that node-based licensing is available to Customer only while purchasing Software and maintenance through the :MIA. At expiration or termination of this Membership Agreement, Customer must transition from the MLA Program back to Novell's regular sales channels and Novell's standard server-based licenses. See MLA Section 9.5.1. 7. Agencv and Location Coordinators. All copying for any Customer must be performed solely by the person designated in writing to DIS as the Agency Coordinator or by one or more Location Coordinators designated in writing by the Agency Coordinator. Included in the written notice to DIS shall be the name, business address, Internet address, telephone number and fax number of the Agency Coordinator and each Location Coordinator. 8. Compliance Responsibilitv. Customer is responsible for understanding and complying with the restrictions described herein. Customer will use reasonable efforts to make its employees, agents, contractors, representatives or other individuals using the Software under this Agreement aware that the Software products are proprietary products of Novell, have been licensed by Novell to Customer, may only be used subject to the terms and conditions contained in this Agreement and may not be copied, transferred or otherwise used in violation of such terms and conditions. Unauthorized copying will expose the individual and Customer to civil and in some cases criminal penalties. Individuals found violating this Agreement will also be subject to Agency disciplinary action. 9. Audits. Customer shall keep accurate records relating to Customer's reproduction and distribution of the Software. Customer shall conduct an annual self-audit in June of each year to con:fum the total copies of Software being used by Customer and the total number of workstations, computers or other devices connected to a network which uses Novell's Software and shall certify in writing to DIS the results on the form attached hereto as Exhibit B. Customer shall forward payment for any copies not previously accounted for to DIS along with the self-audit report by June 30th of each year. If Customer is late submitting the self-audit report, Customer u .7 may lose the right to place further orders or receiv~ technical support or other MLA services from Novell. During the term of this Agreement and for a period of two (2) years after payment for Software copies is made; " Customer will maintain complete records showing (i) amounts due and paid, (ii) copying and use of the Software, and (iii) the total number of workstations, computers and other devices connected to a network which uses Novell Software. Customer is subject to formal audit by Novell pursuant to MIA Section 8.2. 10. Save Harmless. Customer shall indemnify and save DIS harmless from and against (i) any financial or other loss to DIS caused by the Customer's actions or omissions; (ii) any assessment against the Customer as a result of a material discrepancy in Customer's use of Software identified in an audit; (ill) any violation of copyright law or other restrictions set forth herein. In the event DIS is required to act in defense of Customer's actions or otherwise incurs costs as a result of Customer's actions or omissions with respect to the :MLA or Novell's Software, Customer shall reimburse DIS in full therefor. "Customer" includes all its members, officers, agents, contractors representatives or employees. 11. Expiration or Termination. When Customer is no longer purchasing Software and Maintenance from DIS through the MLA Program for whatever reason, Customer shall return or certify to Novell that it has destroyed all Master Software within thirty (30) days. 12. Year 2000. Novell has warranted that Intranet Ware and GroupWise 5.2 Software are Year 2000 Compatible. Novell maintains a Year 2000 site at http://www.novell.comlp2000/product.html with information about the Year 2000 compatibility of Novell products. Customer is solely responsible for making informed and appropriate purchasing decisions. See Section 3 of the Addendum to the MLA,. The undersigned certifies that he/she has read, understands and agrees to the provisions of this Agreement and that he/she is has the authority to bind Customer to a legal contract. Approved State of Washington, Department of Information Services Approved Customer SigJl3lllre '~.''''-<'A\. ~~"<"/ SigJI3IlIre Pnnt or Type Name //9 ~ (/ /;;j C / --<./ c::.-/ C c- PriDt oc Type N.- TIde Dale \.2~j , ,-~ 6 "-,- ..d~, .~ <.L.. / Jc r,. tJ TIde Dale /%/ . . t4.J7.r ~. r. JJ- /)/ f1aLcc.cl-1:J? Pnnt or Type Name jJ~/'}G ?5A.j)2,1>-~~CL Title Membership Agreement for Novell MLA Software - 2 Membership Agreement for NoveIl.MLA Software This Membership Agreement is entered into by and between the Department of Infonnation Services ("OIS''), an agency of Washington State government, and ~t'Z'J? ;"7::-- ,.J- c.::...<- J~,L "..- ("Customer''), a Washington State agency or political subdivision. ,(.' Pursuant to the Infonnation Services Board Policy of 1995, Acquisition and Disposal of Information Technology Resources, DIS has entered into a Master License Agreement ("MLA "), with Novell, Inc. ("NoveU") in order to make Novell's MLA Software Products ("Software") available to Customers of DIS Technology Brokering Services. Customer enters into this Membership Agreement with DIS in order to purchase such Software licenses. This Membership Agreement sets forth the terms and conditions under which Customer shall be licensed to use such Software. As a result of executing this Agreement with DIS, Customer assumes some responsibilities directly to Novell, Inc., who shall be a third party beneficiary of this Agreement. 1. Effective Date. The effective date of this Agreement shall be the date of its execution by both of the parties, or May 15, 1998, whichever is later. 2. Term. The initial term of this Membership Agreement will begin on the effective date and will remain in effect through June 30, 1999. Subsequent terms will be for two (2) year periods. The term will be automatically renewed unless at least sixty (60) days prior to the end of a term either party gives written notice to the other to terminate the Membership Agreement. The term of this Membership Agreement will automatically terminate upon expiration or termination of the l\IILA. 3. MLA .This Membership Agreement is a binding agreement that incorporates the terms and conditions of the MLA, a copy of which is provided herewith. By entering into this Agreement with DIS, Customer assumes some responsibilities direct1yto Novell, Inc., who shall be a third party beneficiary of this Membership Agreement. 4. License Terms and Conditions. This Agreement includes Exhibit A - License Terms, attached hereto and incorporated herein by this reference, which describes the licenses granted to Customer through the MIA. 5. Prices. Customer shall pay to DIS in a timely fashion the non-refundable fees for all Software and services ordered pursuant to this Membership Agreement at the prices set forth in the DIS Novell MLA Software Products Price List. 6. Node-based Licensing. Customer understands that node-based licensing is available to Customer only while purchasing Software and maintenance through the MLA. At expiration or termination of this Membership Agreement, Customer must transition from the MIA Program back to Novell's regular sales channels and Novell's standard server-based licenses. See MIA Section 9.5.1. 7. Agencv and Location Coordinators. All copying for any Customer must be perfonned solely by the person designated in writing to DIS as the Agency Coordinator or by one or more Location Coordinators designated in writing by the Agency Coordinator. Included in the written notice to DIS shall be the name, business address, Internet address, telephone number and fax number of the Agency Coordinator and each Location Coordinator. 8. Compliance Responsibilitv. Customer is responsible for understanding and complying with the restrictions described herein. Customer will use reasonable efforts to make its employees, agents, contractors, representatives or other individuals using the Software under this Agreement aware that the Software products are proprietary products of Novell, have been licensed by Novell to Customer, may only be used subject to the terms and conditions contained in this Agreement and may not be copied, transferred or otherwise used in violation of such terms and conditions. Unauthorized copying will expose the individual and Customer to civil and in some cases criminal penalties. Individuals found violating this Agreement will also be subject to Agency disciplinary action. 9. Audits. Customer shall keep accurate records relating to Customer's reproduction and distribution of the Software. Customer shall conduct an annual self-audit in June of each year to confirm the total copies of Software being used by Customer and the total number of workstations, computers or other devices connected to a network which uses Novell's Software and shall certify in writing to DIS the results on the fonn attached hereto as Exhibit B. Customer shall forward payment for any copies not previously accounted for to DIS along with the self-audit report by June 30th of each year. If Customer is late submitting the self-audit report, Customer g may lose the right to place further orders or receive technical support or other :MLA services from Novell. During the term of this Agreement and for a period of two (2) years after payment for Software copies is made; Customer will maintain complete records showing (i) amounts due and paid, (ii) copying and use of the Software, and (iii) the total nmnber of workstations, computers and other devices connected to a network which uses Novell Software. Customer is subject to formal audit by Novell pursuant to :MLA Section 8.2. 10. Save Harmless. Customer shall indemnify and save DIS harmless from and against (i) any financial or other loss to DIS caused by the Customer's actions or omissions; (ii) any assessment against the Customer as a result of a material discrepancy in Customer's use of Software identified in an audit; (ill) any violation of copyright law or other restrictions set forth herein. In the event DIS is required to act in defense of Customer's actions or otherwise incurs costs as a result of Customer's actions or omissions with respect to the MLA or Novell's Software, Customer shall reimburse DIS in full therefor. "Customer" includes all its members, officers, agents, contractors representatives or employees. 11. Exoiration or Termination. When Customer is no longer purchasing Software and Maintenance from DIS through the MLA Program for whatever reason, Customer shall return or certify to Novell that it has destroyed all Master Software within thirty (30) days. ' 12. Year 2000. Novell has warranted that Intranet Ware and GroupWise 5.2 Software are Year 2000 Compatible. Novell maintains a Year 2000 site at http://www.novell.com/p2000/product.html with information about the Year 2000 compatibility of Novell products. Customer is solely responsible for making informed and appropriate purchasing decisions. See Section 3 of the Addendum to the MLA,. The undersigned certifies that he/she has read, understands and agrees to the provisions of this Agreement and that he/she is has the authority to bind Customer to a legal contract. Approved State of Washington, Department of Information Services Approved Customer Signarme c -) ~ .':::..- c"L' -"<'-) '. L_ --;; <' c ~ ..; /' ~ Prmt or Type Name //-1 A../ </ /1 c'~ ',0 C; ( c Prim or Type Name Tide om: J?4 ;'''-r~c..' ~L.,," (., TiIIll >d, ,'~'-'.n /.?-',,, om: /, / / - /Y/ r tr' Approved as to Form State of Washington, Offi~. of the ltJJmey:J;! ~. r: ).if""? fkJL~C't-1:J? Prmt or Type Name XAj)A~~~c Title jr~/% Membenhip Agreement for Novell MLA Software - 2 Membership ~oreemeDt for Novelll\1LA Software This Membership Agreement is entered into by and between the Department of Information Services ("DIS), an agency of Washington State government, and r I (" </ ",/ /~ /to 7 /-/1. J6-c- ( C'- .:s ("Customer"), a Washington State agency or political subdivision. Pursuant to the Information Services Board Policy of 1995, Acquisition and Disposal of Information Technology Resources, DIS has entered into a Master License Agreement ("MIA), with Novell, Inc. ("Novell) in order to make Novell's MIA Software Products ("Software") available to Customers of DIS Technology Brokering Services. Customer enters into this Membership Agreement with DIS in order to purchase such Software licenses. This Membership Agreement sets forth the terms and conditions under which Customer shall be licensed to use such Software. As a result of executing this Agreement with DIS, Customer assumes some responsibilities directly to Novell, Inc., who shall be a third party beneficiary of this Agreement 1. Effective Date. The effective date of this Agreement shall be the date of its execution by both of the parties, or May 15, 1998, whichever is later. 2. Term. The initial term of this Membership Agreement will begin on the effective date and will remain in effect through June 30, 1999. Subsequent terms will be for two (2) year periods. The term will be automatically renewed unless at least sixty (60) days prior to the end of a term either party gives written notice to the other to terminate the Membership Agreement The term of this Membership Agreement will automatically terminate upon expiration or termination of the MIA. 3. MLA. This Membership Agreement is a binding agreement that incorporates the terms and conditions of the MLA, a copy of which is provided herewith. By entering into this Agreement with DIS, Customer assumes some responsibilities directly to Novell, Inc., who shall be a third party beneficiary of this Membership Agreement 4. License Terms and Conditions. This Agreement includes Exhibit A - License Terms, attached hereto and incorporated herein by this reference, which descn"bes the licenses granted to Customer through the rvILA. 5. Prices. Customer shall pay to DIS in a timely fashion the non-refundable fees for all Software and services ordered pursuant to this Membership Agreement at the prices set forth in the DIS Novell rvILA Software Products Price List. 6. Node-based Licensing:. Customer understands that node-based licensing is available to Customer only while purchasing Software and maintenance through the MLA. At expiration or termination of this Membership Agreement, Customer must transition from the MIA Program back to Novell's regular sales channels and Novell's standard server-based licenses. See MLA Section 9.5.1. 7. Agencv and Location Coordinators. All copying for any Customer must be performed solely by the person designated in writing to DIS as the Agency Coordinator or by one or more Location Coordinators designated in writing by the Agency Coordinator. Included in the written notice to DIS shall be the name, business address, Internet address, telephone number and fax nwnber of the Agency Coordinator and each Location Coordinator. 8. Compliance Responsibility. Customer is responsible for understanding and complying with the restrictions described herein. Customer will use reasonable efforts to make its employees, agents, contractors, representatives or other individuals using the Software under this Agreement aware that the Software products are proprietary products of Novell, have been licensed by Novell to Customer, may only be used subject to the terms and conditions contained in this Agreement and may not be copied, transferred or otherwise used in violation of such terms and conditions. Unauthorized copying will expose the individual and Customer to civil and in some cases criminal penalties. Individuals found violating this Agreement will also be subject to Agency disciplinary action. 9. Audits. Customer shall keep accurate records relating to Customer's reproduction and distribution of the Software. Customer shall conduct an annual self-audit in June of each year to confirm the total copies of Software being used by Customer and the total number of workstations, computers or other devices connected to a network which uses Novell's Software and shall certifY in writing to DIS the results on the form attached hereto as Exhibit B. Customer shall forward payment for any copies not previously accounted for to DIS along with the self-audit report by June 30th of each year. If Customer is late submitting the self-audit report, Customer cr may lose the right to place further orders or receive technical support or other MLA services from Novell. During the term of this Agreement and for a period of two (2) years after payment for Software copies is made; Customer will maintain complete records showing (i) amounts due and paid, (ii) copying and use of the Software, and (iii) the total number of workstations, computers and other devices connected to a network which uses Novell Software. Customer is subject to formal audit by Novell pursuant to MLA Section 8.2. 10. Save Harmless. Customer shall indemnify and save DIS harmless from and against (i) any financial or other loss to DIS caused by the Customer's actions or omissions; (ii) any assessment against the Customer as a result of a material discrepancy in Customer's use of Software identified in an audit; (iii) any violation of copyright law or other restrictions set forth herein. In the event DIS is required to act in defense of Customer's actions or otherwise incurs costs as a result of Customer's actions or omissions with respect to the MLA or Novell's Software, Customer shall reimburse DIS in full therefor. "Customer" includes all its members, officers, agents, contractors representatives or employees. 11. Exoiration or Termination. When Customer is no longer purchasing Software and Maintenance from DIS through the MLA Program for whatever reason, Customer shall return or certify to Novell that it has destroyed all Master Software within thirty (30) days. 12. Year 2000. Novell has warranted that Intranet Ware and GroupWise 5.2 Software are Year 2000 Compatible. Novell maintains a Year 2000 site at http://www.novell.comlp2000/product.html with information about the Year 2000 compatibility of Novell products. Customer is solely responsible for making informed and appropriate purchasing decisions. See Section 3 of the Addendum to the MLA,. The undersigned certifies that he/she has read, understands and agrees to the provisions of this Agreement and that he/she is has the authority to bind Customer to a legal contract. Approved State of Washington, Department of Information Services Approved Customer Signatllre 'J ~-J<"/~_ Si~ Cr" '~/ Prmt or Type Name -:-/7:;1;c ( //-l PriDl or Type Name (/' -< (/,~ C Tide Da <-7 t< J-c /(-/)/ ,::rT/,:',z Tide ~-/(t /C-c-.5- n1c,fJ !I/~d- Dale Approved as to Form State of Washington, Offi~~~ ~ rtK ~ r: J.1 / -p fkJLcc..CJ..1J? Prmt or Type Name /r~/~ D:iIl: XAj}~~(ltJfN;c: Tide Membersbip Agreement for Novell MLA Software - 2 ID ADDENDm\'ITO 1-.... "~ -.,,,,,,,,,:::'-;:=... ~ 'J ~- I \' -i, u--=----- lVIASTERLICENSE AGREElV.lE.1'IT j' ''- L,'_ 1 ~_'\... (State of Washington) This Addendum amends and supplements the Master License Agreement (''NILA'') version 5 (3/1/98) between the state of Washington, acting by and through the Department of Information Services ("DIS"), an agency of Washington State government, ("Customer") and Novell, Inc. ("Novell''). This Master License Agreement has been entered into as a state of Washington Corporate Agreement, DIS Contract Number T98- TSD-3 lO. 1. DEFINITIONS. Terms with the initial letter capitalized'will have the same meaning as defined in the MLA, unless otherwise defined in this Addendum. 2. AMENDMENTS TO l\1LA. The MIA is ;:unende.d an~ supplemented as follows: A. Section 2.1, AfliIiate, is deleted in its entirety. - B. Section 2.3 Customer is modified by deleting the text of this section in its entirety and replacing it with the following: Customer means individually DIS, and collectively the state agencies and political subdivisions of the state of Washington which have executed an interlocaI/customer service agreement and a Membership Agreement with DIS. All rights and licenses granted DIS under this l\1LA will apply to the state agencies and political subdivisions who are qualified to pmchase hereunder, provided that such entity agrees to comply fully with the obligations imposed on the Customer by this MLA by submitting to DIS a signed Membership Agreement. C. Section 2.8, Internal Use. is modified by replacing subsection (a) with the following: (a) Customer's employees for Customer's official business purposes by Customers collectively. D. Section 2.14. Membership Form. is modified by deleting the text of this section in i~ entirety and replacing it with the following: . Membersliip Form means the Membership Agreement for Novell MLA Software which shall be entered into between DIS and each of the Customers under this ML~ a copy of which is attached hereto as Exhibit A and incorporated herein by this reference. DIS will provide ," Novell with a copy of a Customer's Membership Agreement upon request. E. Section 2.17, PrOgram Guide. is modified by adding the following to the end of this section: ADDENDUM State of Washington .Novell, Inc. 1555 Technology Way, Orem, Utah 84057 PAGE 1 May 13, 1998 , ;', _;' - :.:. _:.._,1 [ It is agreed that the terms and conditions of the lv/aster License Agreement Customer Guide dated March 4, 1998, current at the effective date of the J\lfLA will remain in effect throughout the term of the contract F. Section 2.19, Subsidiary is deleted in its entirety. G. Section 53, Delivery Terms. is modified by deleting the text of this section in its entirety and replacing it with the following: Delivery of Master Software and Documentation from Novell to DIS will be made freight pre-paid, FOB, DIS Olympia, Washington, Novell's camer, ground only. Any other freight arrangements will be pre-paid by Novell and billed to DIS. H. Section 6.2, Technical Services. is modified by deleting the last sentence of the section and replacing it ~th the following: Any revised J.\tJLA. Premium Services Guide will be provided to Customer's Contract Coordinator and will become effective upon publication or upon receipt by .C~omer, which ever occurs later; except that any revision which would substantially diminish the level of services provided to ~ustomer will not take effect unless agreed to by Customer. 1. Section ~.1, Discounted License Fee. is modified by deleting the text of this section in its entirety and replacing it with the following: DIS may purchase licenses for Licensed Works by submitting to Novell a completed and signed order form for the applicable Discounted License and lVIaintenance Fees. The total, non-refundable Discounted License Fee for each order form will be payable in a lump sum. DIS will submit no later than the last day of each month an order form that identifies all Software copies previously made for which no order fOlm has been submitted and no Discounted License 'and Maintenance Fees paid. J. Section 72, Discounted Maintenance Fees. is modified by replacing the phrase "and paid annually in advance" in the first sentence with "and paid quarterly in advance." - K. Section 7.4,:Minimum Orders is modified by deleting the text of this section its entirety and rePlacing it with the following: The minimum amount per Order FOlm is $500.00 ,1. Section 7.8, Bill-to/Shi~- To Address is added as a new section as follows: Section 7.8, Bill-To/Ship-To Address. The parties agree that the state of Washington, DIS shall be the sole Bill-To and Ship-To address for this 1MLA. ADDENDUM State of Washington -Novell, Inc. 1555 Technology Way, Orem, Utah 84057 PAGE 2 May 13, 1998 . -.... - .- . ... - . ____0- Nt Section 8.1 Self-Audits. is modified by deleting the text of this section in its entirety and replacing it with the following: Customers will conduct annual self-audits to identify (a) Customers' copying and use of the Licensed Works, and (b) the total number of workstations, computers or other devices connected to a network which uses Novell's Software, and (c) whether Customers have paid for all Licensed Works copied and/or used. Customers will provide the information from this self-audit to DIS in an annual written report by the end of each Annual Period or within thirty (30) clays of tennination of the MLA and DIS will provide the information from Customers' self-audits to Novell within thirty (30) days of receipt from Customers. The report will be made on the audit form provided as Exhibit B hereto, incorporated herein by this reference. It is Customers' responsI1illity to timely provide the report without notice from Novell. If the-audit shows Customer owes any fees, Customer will submit a corresponding purchase order with the report If a Customer is more than thirty (30) days late in submitting its audit report, Novell may direct DIS to delay accepting orders from that Customer and Novell may delay delivering technical support or other MLA benefits to that Customer until Novell has received such audit report. N. Section 9.1 Term is modified by deleting the text of this section in its entirety and replacing it with the following: The initial term of this MLA will begin on the Effective Date and will remain in effect through June 30, 1999. Any subsequent term will be fo~ a two (2) year period. The MLA term will be automatically renewed for a new term at the end of each lY1LA term unless at least sixty (60) clays prior to the end of a MLA term either party gives written notice to the other to terminate the lY1LA. o. Section 9.5.1, Transition from MLA is modified by adding a sentence at the end of the section as follows: In the event Customers fail to return their Master Software or certify the destruction thereof to Novell, Novell shall deal with such Customers directly and agrees ;hat DIS shall not be held liable for such Customers' actions. DIS shall exercise its best efforts to assist Novell in obtaining compliance by such Customer with MLA obligations. P. New Section 9.6, Termination of Individual Customer. is added as follows: Termination of Individual Customer. In the event an individual Customer withdraws its participation under the MLA or fails to fulfill its obligations under the MLA and is thus ...terminated, the MLA will remain in full force and effect for all other Customers. The withdrawing or terminated Customer will be subject to the terms and conditions of Section 9.5, as modified. ADDENDUM State of Washington -Novell, Inc. 1555 Technology Way, Orem, Utah 84057 PAGE 3 May 13, 1998 , 12- ...- ~-. - ..- -. -- - - Q. Section 9.7, Termin:Jt:ion for Conflict of Interest. is added: DIS may terminate this MLA by written notice to Novell if it is found, after due notice and e~amin:Jtion, that there is a violation by any of the parties hereto of Chapter 42.52 RCW, Ethics in Public Service, or any other laws regarding ethics in public acquisitions and procurement and performance of contracts. In the event this NILA is ten'nin:Jted as provided above, DIS shall be entitled to pursue the same remedies against Novell as it could pursue in the event of a breach of this MLA by Novell. The rights and remedies provided by this clause shall be exclusive and are in addition to any other rights and remedies provided by law. R. Section 9.8, Termination for WIthdrawal of Authority. is added: In the event that the authority _ ofDIS to perform any of its duties is withdrawn, reduced, or limited in any way after the Effective Date of this Contract and prior to normal completion, the State may termin~ this MLA by fourteen (14) days written notice to Novell. In the case of Termination for .Withdrawal of Authority, termin:ttion shall follow the terms and conditions of Section 9.5, as modified. S. Section 11.6, DisclaimerofWammties. is modified by adding after the end the following: Novell represents that it is the owner of the products licensed under the MLA or an authorized licensee with rights to license such products to Customer as provided in the NILA. Customer's sole remedy for any violation of this representation is set forth in Section 10, Intellectual ProPertv Indemnification. T. Section 13.1, Laws. is deleted in its entirety and replaced with the following: This lVILA shall be governed in all respects by the law and statutes of the State of - Washington. The jurisdiction and venue of any action hereunder shall be in the Superior Court for Thurston County, Washington. If any legal proceedings are brought to enforce any term, clause, or provision of this MLA, or as a result of this MLA in any way, the prevailing party in such legal proceeding shall be awarded its reasonable attorneys' fees together with expenses and costs incurred with such litigation, including necessary fees, costs, and expenses for servic~ rendered at both trial and appellate levels as well as subsequent to; _ judgment in obtaining execution thereof. Each party will, at its own expense, comply with any applicable la~, statute, ordinance, administrative order, rule and regulation. U. Section 13.3.1, Confidential Information. is deleted in its entirety and replaced with the following: 'Novell acknowledges that the State is subject to Chapter 42.17 RCW, the Public Disclosure Act and that this Contract shall be a public record as defined in RCW 42.17250 to .340. Any specific information that is confidential or proprietary to Novell, must be clearly identified as such by Novell. To the extent consistent with Chapter 42.17 RCW, the State shall ADDENDUM State of Washington -Novell, Inc. 1555 Technology Way, Orem, Utah 84057 PAGE 4 May 13, 1998 -. maintain the confidentiality of all such infonnation mm:k:ed confidential or proprietary. If a request is made to view Novell's proprietary information, the State will notify Novell of the request and of the date that such records will be released to the requester unless Novell obtains a court order enjoining that disclosure. If Novell fails to obtain the court order enjoining disclosure, the State will release the requested information on the date specified. v. Section 13.6, Notices, is modified by deleting the phrase "and Location Coordinator(s)" from the end of the first sentence. W. Section 13.7, Binding: EffectJAssi~ment. is modified by deleting the phrase "or subsidiary" from the end of the second sentence. 3. YEAR 2000 WARRANTY Year 2000 Warranty. Novell warrants that the latest and any subsequent versions of IntranetWare and GrOupWlSe S2 Software, and those other products which are listed as Y2000 Ready on Novell' s Year 2000 site at http://www.noveI1.comlD2000/producthtml.as of May 13, 1998, copy attached as Exhibit C hereto, are Year 2000 Compatible when used in accordance with the Documentation provided (i) the Software is not modified unless by Novell or as authorized by Novell in writing, and (ll) the Software is installed in a compatible system environment. Year 2000 Compatible means a Software product will, when all updates and fixes as made available by Novell have been installed, and provided all other products used with the Software properly exchange accurate date data with it: (1) Accurately process data involving dates beginning with January 1, 2000 through December 31,2034, and, (2) provide that date related fimctionalities and data fields include the indication of century and millennium and perform calculations which involve a four-digit year field, except that a date element may be represented without a century and millennium if the correct century is unambiguous for all manipulations involving that element. This term of this warranty will begin when Customer licenses the covered Software products and ends the earlier of expiration of the :MLA or March 31,2000. Novell's only obligation under this warranty ~ be that if Customer notifies Novell of a warranty breach during the warranty ~ Novell will at its option either remedy the problem with a fix to the So:t:t:ware or provide an upgrade to the Software that is Year 2000 Compatibl~ or offer Licensee a refimd of the Software purchase price upon return of the Software. This warranty does not apply to third party products supplied by Novell whether or not bundled with Novell products. 4. PRICING. Novell will provide MLA Software product price lists to DIS electronically in Microsoft Excel compatible spreadsheet format at least three (3) working days. prior to their effective date. The price lists will contain English version products only and be limited to ADDENDUM State of Washington oNovell. Inc. 1555 Technology Wa:y, Orem, Utah 84057 PAGE 5 May 13, 199& I; Novell products that are subject to the MLA. The discount off the prices stated in the applicable Novell Master License Agreement Product Pricing and A vaiIability Price List shall be at least forty-eight percent (48%) for License and Maintenance. 5. CONTINUANCE. Except as expressly amended and supplemented by this Addendum., the terms and COnditioDS of the MLA will remain in effect unchanged. If and to the extent that any inconsistency may appear between the MLA and this Addendum, the provisions of this Addendum sball controL ~o~ SIgnature . Print Name Sto':e ~i:imiJ:JgfQfd C'JnO act Managsi STATE OF WASHINGTON Department of Information Services I L J .S~ fl))fk., ~ Print Name d_!.oI ~'liOIl . ~Jatt'Or~r'- 'C>. Title Title 511~4% Date yj (.al ( q1> Date Approved as to Form: Assistant Att~rney ~ (d 1-1 \.. 'r) } Signature ",Tin rr ?-tf/C7 I \ - ~t? - 11 I ri. L-- . r"': ~ \, . Print Name:':'n r])1J't1 A~ /,",:, 1\.~:1ll "-f( 11 . l' V ~ If ,:;;() , () Title 11"5<,~ I Sj~'r.l t/L7I tJ'Tr.Q..v, ~ 5'-;7 c;c/' (/ U Date - J. f.,~ : Exhibits: __"'''0' I.. : ..... ~ ..... 1 = ~;~.:.; to, ~ 'fl,." 1'- .::.~.. C r ~ - i'i .1;\"'., "0::''' ',. . .~ ,,'j\Ll.v I . ~ ; =-.. '!.,..o ~.. Or , ,,'"' .... .." \'" r ::-~~--E~8 ] 'I,r.- ___...__,.-...- I.".....,. A - Membership Agreement for Novell MLA Software B - Self-Audit and Order Form C - Novell's Year 2000 Web Page as of May 13,1998 C<V LJ: t -. 1-'0 :"~'~ n- r~ t\l rr\u'1r..lJ'\ .-':~..-,...~~ U i :L-\..unL ADDENDUM State of Washington -Novell, Inc. 1555 Technology Way, Orem, Utah 84057 PAGE 6 May 13, 1998 , NOVELL CUSTOMER CONNECTiONS~ \ i - --. --..-: '\__ :\1'--' \ I-'~ ,_:"'\_ j . .,- ::..-J L'. ......\..I...;~ Master License Agreement Signature Page This Master Ucense Agreement rMLA") is entered into by the undersigned, being either Novell, Inc., a Delaware corporation with headquarters at 1555 North Technology Way, Dram, Utah 84097, or a subsidiary of Novell, Ine. (in either case "Novellj, and the customer identified below ("Customer"). CUSTOMER INFORMATION Full Legal Name: ~t-;:ri-~ n-F IN;:!~h;ng:t-nn D&pEH..bUliialt of T'nFf~o; '1~I;nn ~ri~ [ ] Corporation [ J Partnership [xj Other Ad~ress:~ U'''''I,t- o"f T",-Fn-nn::o+;r.n ~ Tedmolocw Broker:inq Services 605 E 11th Ave. ro Ecx 42445 OJ1'"1P;:::'. r..m Q~"nA_".L1~ Attn: Manager TPt"-hnn logy Broke:r.ing Services MLA Contract # (completed by Novell): : ::: '.' : v:.' ':':'.:':':. ";' :': 'u...:.:MiA:C~::" . :: .< ::'. .:...... .~..:...::. : ':.. <..- :"::' .';~~~~Sch~~OR!~~~}.:.~" :. :';:d";'~~~~':~~.~~~{~~~~.r~;Ii~::-"; ~~. ::'sems:2".ciM4:a~Is'#~..MajQr.M~Ms.~'~:: . ":3:13:"155S"NT.eChi:~W.iy.'~amm fffi840974~CJSA; :;:.: :.::: " :::~.;:s:~"It~f~*!;i"~;iT/,,:";;Ll~i~~~~1 Novell and Customer each represent that it has read and understands this MLA, that by signing below it agrees to be bound by its terms, and that it has caused this MLA to be executed by its duly a~orized representative. Subsidiary Name: ~w ~. Customer - : Signature Signature / V }j{;\.... l A "- Print Name ~t~\le ~hillinQfcm_ Print Name (. ~ \ .J.1Oi~ ,~'Mo;rri~~ '~.,,;mrect M::.nager ~?Ji~or \ Title Title .5 kt./ q& Date ~ \0.\1 ~ Date I 4 - ------~~......- r;:;;- ~. "'.:'" .,.:,:,,:.'.'C'[;':-. -.. ._, j . f'.. - I .... ~ ~\J... "'~ !,:; ,'..:~.:~..~.- ~':':~ ,',."', : '.' "J' 1 '\ ! ' . - -'-'-"-" . \ r-.--- ~ .. f'\"'" I \ \ MAY 1 9 G,~ \ \; <J~L.._.- ~- ----.-.=~_-___ ~ ,... "1' ....~ -..---___ ~: --.-..---......--.. NoveU Master Ucense Agreement, Version 5 'ff !" -. -. --..~, .:r-.,....., r.l' j- i '. ',--/ -; .4 '..I r~'.: 3\ L~r-..?"1 :0 1 ~c. un_ -.- 0- .0___. . . _ n_._... . : I J,~~ROVED AS/, .TOr J> ~ ~~ / /--v-! DAYOF.I I ~L~J~ 19 ./~f7 a ATIORNEY-~at"'" 4 I I! R ~~ . f/'i~1/!./'I.H ~ ~AffoiiNEy~ (311198) IV Master Ucanse Agreement Terms 1 Sfatl:mdlt at Purpose. Novell has created a Master Lia!nse Agreemc.lt program ("Prcgramj to establish a Cl:ll'lIraduai relaticnst1ip wdtI certain key end user custcmers to prcvide !hem with Iia!nses to NoveiI prcducts as well as a preferred fevej of tecmical and sales support The MLA desc:1bes the terms under whictJ Custcmer may participate in !he Program. 2 Definitions. C'~r.-i terms, as used in !he MlA. are defined as follows. Unless c!heIwise indicated. references in the MI.A 10 a particular Sedicn refer 10 a sedkln within these Terms. 21 AffiI"late means a CUstcmer affiliate that <fees net meet the awrJelSlip qualificaticns at a Subsidiary bllt !hat. if approved by the CtlsIcmer that executes the MLA and by NCM!II, may partlCpate in the MLA upon Slbl~l to and acceptance by Novell at a ccmpIeted Memtlerst1ip Fcnn which incfudes agreement 10 the MlA terms. . 22 Annual Perm means the period begiJllwl\1 on the first daJ of the manIh fclIclwing the Effective Cafe and ending one year thereafter, and each ccnsecutive ane-year period the.o;af_ during the MLA !elm. 23 Customer means, individually, the Cuttcmer signing tis MlA and. ccIIediYeIy, the Ctlstamer and is parent ccmpany, Subsidiaries, and Affiliates. AD rights and licenses granted to the Custcmer under the MLA will apply 10 !he parent ccmpany, Subsidiaries, and Affiliates at !he Custcmer signing tis Ml.A, if each such entity first agrees to be bound by !he MLA terms by SlJCmitting to Novell a signed Memi:ership Form. The CUstcmer signing this MLA will be respcnsitlIe fer !he adicrls and ~~ regarding MLA righlsand cCIigaIicns atanyCtlslcmer entilythat does net sut:mit a signed Memtership Fcnn to NowII. 2.4 Disccunted Ucanse Fe! means the net Ucanse Fe! payable by CUstcmer after apJ:llicaticn at the Vclume Cisccunt. 2S Discotmted Maintenance Fee means the net Maillte....lll.l: Fe! payatIe by Custcmer after applicaticn at~ VcIume Cisccunt.. 26 Documentation means user dccumentaticn and manuals fmcluding CD-ROM YelSicns, when av;pIabIe) prcvicfed by Novell which acccmpany a Scftware prcduct. 2.7 Effective Dale means the date en which the MLA is signed by an atlttlcnzed NaveII representative, which silalI fcIlcw CUstcmer's signing. 28 Internal Use. means Use by (a) C\lstcmer's emplayees fer Customer's intemaI business, and (b} Custcmer's ccnsuIfants and ccntractcrs cnly while perfarming wcilc fer CUstcmer on Custcmer's premises. . 2.9 WC\!nse Fe! meansthe SGliwareIicense fee identified in the M1.A Pnce List. 210 Wcensed. Works means, .collectively, the Documentaticn, Software. and any Upgrades and Updates licensed by Novell to Custcmer under the MlA 211 Maintenance means, in general, the provisicn of Upgrades, Updates, and technical services during the term of the M1.A, as mere fully described in Sedicn 6 below. 2.12 Maintenance Fee means the annual Maintenance fee identified in the MLA Price List. 213 Master Sottware means mastermedia frmnwhich CtlstDmermay duplicate and install Ucensed Works Wlderthe MlA. 2.14 MembershiP Form means the attached Membership FaIn which each Custcmer ordering location. indIIding the Customer signing the MLA ana any SUCSIdiaries or Affiliates, must c:mnplele to order under the MLA.. 215 MLA Price Ust means the then-aJrrent MiA Product AvailabiIily and Pnce lJst prcvided by Ncvell The MiA Price Ust is hereDy made a part of the MLA, bllt is subject to dlange by NowI as set forth in Sedicn 7.5. For Iia!nses made available lhraugh an entity otherthan Novell, Inc. (such as NaveII Japan), the price list is the lhen-current list provided by that entity 216 Order Form means a completed and signed Schedule C and/or a purchase crderthat cantains the following infcrmaticn: (a) the product ordered, (b) the applicable discmJnt rate. (c) Lic81se Fges and Oisccunted license Fees, (d) Maintenance Fe!s and Oiscaunted Mailltelldl=: Fees and !he MaiJIt=-=: coverage pericd, (e) ship-to infUlII..aiun, (f) invcice-lD il.A..1I14tiw, (g) instaJIaticn Iocalicn, and (11) pw GJ.....Q Ig agent cantact, teIephcne, and fax number, (i) any other info.ulcdion SJ*ffied by Novell on Sdu!duIe C. 2;17 Prndam Guide means the tI1en-a.mnt Master Ucl!nse Agreement CtlsIcmer Guide and the then-c:ulTent Master Ucanse Agreement BlCd1tIres, inclusive. The Program Guide is hereby made a part at the MLA, but it is su~ject to c:tIange by NowII. A revised prcgram Guide will become etredive \II=CI1 publlcatlcn. If there is any c..Ilb~n orirlc;a ~".f between any pravisicn in the prcgram Guide and the MLA terms, !he M1.A terms wiD govern. 2.18 Software means (calledively or individually, as the ccntext reqwes) the Novell software prcduct(s) licensed unclerthisMLA. 2.19 SUbsidiaIv means a ccmpany,. the majority at whcse slI:lcfc entitled to wte fer eledicn at dIrect=s is owned, directly or indirec:ly, by the CUstomer signing this MLA, sa lcng as such ccntrci exists.. To order under the MLA. a Subsidiary must first submit to Novell a signed Membership Form that indudes agreement 10 the MLA terms. 2.20 Ucdate means a fix or ccmpllatfon of fixes released by NcveIl dUi1ii9 the term of the MLA 10 =rect operatIcnaI defects (prcgIam bugs) in the Saflware.. 2.21 UCcmlde means any new version of a Scftwar9 prcduct which bears the same praduct name. inclucIing version' dlanges evidenced by a nUmber change immediaIelyto eitherthe right or left of the decimal (fer ~le, GlcupWlse 5.1 to 5.2 or GraupWlse 4.0 10 5.0). If a question arises as to whether a _ prcduct offering is an Upgrade era new prcduct. Novell's opiIlion wiD prevail, provided that Novell treats the product offering the . same fer its end user custcmers generally. 2.22 Volume Discount means !he discount identified on the witJme disccunt table in the prcgram Guide. 3 Contract Coordinator. CUstomer shall identify on Sc:f1eduIe A the name and address information cf its Contract Ccordinatcr responsible for conducting CUstcmer's day-to-day MI.A ~ including the fcllcwing: . 3.1 Ensure MLA Schedules Qnc:luding Order Forms) are executed and remain updated during the MlA; 3.2 Ccordinate addiIionaI orders; 3.3 Coordinate !he required annual seIf-audits. Custmner may replace its ContIact Cocrdinatcr by c1eIivering written natice to NcvelI signed by the outgoing Contract Coordinatcr . 4 Uc2nses. TIle Jicense terms fer licenses granted by Novell are made available through and provided in the Membership FonD's License Terms Attactunenl NoveiI Master Ucense Agreem~ Version 5 (311198) 2 .. ~_._.._--..-=--. ------ #..- ~- ". ".... "-::.-.. . 5 Oeivery of Master SoftWare and Ooc:umentatian. 5.1 Mastel'" So1tware.. Novell will make availal:lfe !D CUs:cmer Master SoftWare frcm which CUstomer may capy and inslall Lics1sed Wcri<s ac:oniing tc the Pmgram Guide. CUs!Dmer must keep a wntten rec:mI at the Iccation crt sets crt Master Sofiware it recaives under the MLA. Upon MLA temu.latitJn. CUS!Dmer's rigt1t !D use Master SadWare terminates, and Customer must return ail Master Software tc Novell (see 9.5.1 below). Master Sofiware is notavailabfe in aD regions; in such regions NowlI wiD fulfill MlA orders using other media. 5.2 Duclicaticn. CUstmner may make and install Soflware ccpies frcm tt1e Master Software for Custcmer's Internal Use [U1duding an archival ar baclaJp ccpyfor each Software license). AI cupies. of Software must be made frcm the Master Soflware and must reproduce the Master Software's serial numbers and aD proprietary rights nctices. See Sedicn 7 below for tfle payment terms for Software licenses. .5.3 Deliverv Terms. Delivery of Master Software and Cacumentation !rem NoveJJ to CUstmner in tfle United States will be made Ccst & Freight, CUS!Dmer's facility, Novell's carrier, grcund oniy. AD c1herfreight"'I'" 1!;elIl-=sG wiD be prepaid and biDed to Cuslcmer. For delivery culside the U.S., NcveII wiD sefect a carrier to transport Master Software to port of entry and wiD pay the ccst of insurance and fteigj1t. CUstomer will be responsible for aD applicable import dulies and value added tax, gccdsand serW:es tax, or other similar taxes and fees. except tflat for Sliplua4s !rem Ireland arThe Netherlands to NcrwayarSWitzbI.ald, Novell wiD be so respcrlSI"bIe. For shipments frcm In!!and, NowlI will select a carrierand pay freight to Custcmer's~lClb:dcfelivery address if within the Eurcpean Union or to tfle naticnaI border (pert of entry) for other destinations. In eiltlercase, CUSlcmerwilI be responsible for aD applicaCle import duties and value added tax, or other applicable faxes and fees. 5.4 Tille & Risk of Less. In the case of shipment to destinalions wittIin the Urnted StItes. title tc any media and Dcc::meniatian, e=usive of the rights retained under the MLA in trademarIcs, patents, ccpyrights. tIaGe names, trade sec:ets and intellectual prcperty (net "CeIiveraI:llesj, and all risk of loss will pass to CUstomer Uj:On delivery to Customer. In the case of shipments !rem the UniIed States to destin~1S outside the U.S., tiIIe to and gsk of loss cOllQ;Sning SlJetI DeJiverables wiD remain with NoveJJ until the stIipment arrives at the pert of entry in tfle importing ccunty (or at a bonded warehouse within Canada or Mexico if Customer requests. shipment tc those cmmtries). For all shipments Clj~lGtii~ in Ireland, terms are Ccst & FreightWith title passing tc CUstomer.at the Irish shipment. point. Notwithstanding the fcregoing, no We to Master Software is transferred to Custcmer. : 5.5 FulfiUment Aqent NowlI may designate a FuifilIment Agent under this c:cntract to act sdeIy on Novell's behalf in the performance of certain tasks under this MLA. At the state of Washington's request, Novell shaD previae tfle name of Ibis Fulfillment Agent and tfle specific duties this Fu1fiDment Agent wiD perfoim for Novell underthis Ml.A .' S Mafntenanca. A primary Ml.A purpose is to ensure Customer has acxess to tfle most current revision of tfle Soflware and available technical support. Acccrdingly, unless expressly indicated otherwise, tfle Maintenance services described belcware a manclatDrl part of aD Software licenses granted under the MLA. and Discounted Maintenance Fees will be charged fer such services throughout the MLA tenn. If Customer has not paid due Maintenance within 30 days after tfle beginning of a new Annual Period. Novell may aulcmatically invoice Customer for Maintenance Customer is obligated to pay during that Annual Period. Custcmer is obligated to pay its Maintenance obligations independent of any notifICation from Novell; for SUCh Maintenance payments, if Customer has not delivered an Order Rlrm to Novell within 30 days aflerthe beginning of tfle new Annual Period, - tfle MLA constitutes the required autI1cri2ation or Order Form from 6.2.1 6.2.2 6.2.3 6.3 7 7.1 ClOStcmer fer' sud1 Maintenance paytnent. Cllring the penod for which MaiJ .!blduca is paid, Novell will prcvide QJstcmerwiih tt1e foi/owing Maintenanca: 6.1 UCQrndes and Ucda1es. Novell wiD provide any Upgrades and Updates reJeased by NaveII witfnn a reasonable period of time after they beame c......ull= cialIy available. 6.2 T ecl'lnical Services. Novell wiD provide tc' CUslcmer tt1e led1nicai services desc:ibed in the then-current MiA Premium Service Guide, lI1eterms ofwl1id1 are inI;;.., "",,'atl:d into this MiA. Novell may reYise tt1e Premium Service Guicfe at any lime in order to. amcng other things. ccmpJy With applicable laws, regulaticns, and tariffs. Any revised Premium Service Guide wiD supersede prior VI!fSicns and beccme effective upon publication. Infomiation Transfer. As described in tfle Premium Service Guide, CUstcmer rt2f access eIedrcnic on-rme services to transfer data eIedronicaIIy and/or may allfhcriza a Novell support engineerto access CUstomer's netwcrkvia a remcte CCluleCtiQn to worIc: directly on line With the CUstaner to assist in resolving tedmicaI prct:Iems. In either case. CUstcmer agrees that nctv.afl::>l.aauing the ccnfidentiaIily prcvisicns, CUstomerwiD I1Clt submit Via such on-l"me links ar othetwise give Novell access to any dccumenIs. files, programs er ether data ("Customer CaIa") tflat are, or are aiIeged to be. ccnfidentiaI orprcprietarytca third party unless 0lstDmer first obtains ail necesscuy lIalnses to do so. CUstomer shall be IIaCIe fer any cfaims, 1Ial:liIily, ~..... =sls. and expalSe>> (Induding reascnaCle atfcmeys' fees) incurred by Novell directly ar incmctIy as a result of CUstcmer's breach at such obligation. CUSTOMER UNDERSTANDS ITS FILES MAY BE ALTERED OR DAMAGED IN THE COURSE OF NOVELl. PROVIDING TECHNICAL SERVICES, WHETHER BYiaEPHONE, E- MAIL. FAX, ON-SITE OR VIA REMOTE CONNECTION; CUSTOMER AGREES TO TAKE APPROPRIATE MEASURES TO 1S0LATEANO SACK UP ITS SYSTEMS ACCOROINGt. Y. Ol'ticnal On-Site Services..lfCustcmerrequeststhe opticnai cn-sit8 services, Novell agrees to indemnify and hclcl Cwtcmer harmless ftcm any liability, damages. =sts, and expenses ("JnCluding reascnatlIe atlcmeys' fees) arising out of claims for personal injury or property damage caused by tfle negligence ar willful misconduct at N~ "!' its authoriz2d employees or agents in the ccurse at praviCing technical services en CUslcmer's premises. Novell's IIaCiIily under Ibis section shall be reduc2d propcrticnally to the extent tflat any act or amissicn of Custcmer, or its emplcyees. agents, or representatives, ccntribllted to ~ UabiIily. For pwpcses of this Sectian, -property damage" ',- dces net include damage to. or loss at. files, data. or otfler . infarmation.. On-S1ta Support may not be available in sf WOIIdwide locafian:l. CcntiKt Novell far r:ummt infotma6rm. Custcmer Contacts. CtIstcmer shaD identilY on Schedule B the c:antact infcrmalion at each of Cusicmer's tedmicaI services contacts. See tfle lhen-current Premium Service Guide for any additicnaI infcnnalion. U"qrade Restrictions. CUstDmer agrees to accept and Use Upgrades subject !D the provisions of tfle Uc2nse Terms Attachment to the Membership Rlnn.. Placing Orders and Payment Terms. . Discounted license M!e. CUstomer may purchase Rcenses for Licensed Works by submitting to Novell a completed and signed Order Form fer tfle appflCable Discounted Ucanse and Maintelrance ~ The tctat. ncn-refundable Discounted Ucense Fee fareach Order Form will be payable in a lump sum.. If during a month Custcmer makes copies of Software (a) fer which CiscmJnted Ucense Fees have not been paid, and (bJ fcrwhich tfle tDtaI appflCable Discounted Novell Master Ucense Agreement, Version 5 13I11S8) :3 - -.. -' ---- - -.... .. ./ _ _._. -:. :~._.=:~~: __, -:. --=..:~~~~:~' (S Llcense Fees amcurn to S5..CCO 01'" mere. c.smner must immediately submit an Order F= fer all SUCh ccpies.. Custcmer must submil: no iater tflan the last day at ead'I mcnth an Order Fam thai: identifies ail Soft.ware c:cpies previcusly made far whid1 no Order F1lrm has been submitted and no DiscaJnted ~ and Majlltea....~ Fees paid. 7.2 Discounted Maintenanca Fee.. The malldab y Disalunted lIiIaJntenanca Fee WliI be '<W' rl::Ul!d an an 3I1IUIai basis and paid annually in adYcIm:e. with each Maintenance pericd expiring at the end of ead1 Annual Periad. The initiai Discounted Maintenance Fee far a license will be =i...~ from the first day of the month following the earlier of (a) CUstcmer's submissic.l of the Order Form. or (b) CUstomer's making of a Software copy, thRlugh the end of the then-alrrent AnnuaJ Pericd. Opticnal Full-Term Pavment. Upon signing1he MlA, and at the start of any renewai term. CUstmner may elect fa pay aD Disccunted Maintenance Fees far1he full remaining term of the MlA, rather than on an annual basis as-described in Section 72. In such event. CusfDmer's Ciscaunted Maintenance Fees will be calt"t~ thrcugh the end of the MLA term. C1Jstcmer may appfy the f'uII.mnn Cisccunted Maintenance Fees in calculating ~er's MLA cIiscaunt. Pavrnenl AD fees will be due and payaCle in U.5. Cellars WIthin 30 days from the elate of irMlice.. Minimum Orders. The minimum amount per Order Farm is $5,000 before disclult.. This minimum requirement wiD net apply fa Order Forms thai: must be sui:miIfed at the end of every mcnth under Secticn 7.1 or fa an order fer Master Software. Each Custmner lccatiCln p/adng M1.A orders must submit a ccmpfeted Membership FOlJ!I with an initial order of at least $5,CCO befcre disc::lunt. Pries and Product Chanaes. Novell may revise the MlA Pnca Ust at any time to (a) change the list prices for Software, Maintenanca, and ctI'ler pl'Qduds or~ and (b) acfd or delete Software licanses or otIw prcducl:s or services available for pt.lld1ase. NavelI will net increase the list plica of a License or Maintenance Fee for any Software ~ the MlA's current term anca CUstI:lmer has ordered Such Software by vafld Order Farm and has paid the appticable fees. Alrt decrease in list prices wiD apply fa any Custcmer orders received after publication of a new MlA Price List. NcveII's obligatil:ln to protect CustDmer's list prices will net appfy fa special prcmctiwll$ and dces net guar.mtee prcduct awiIabiIity far the full Ml.A term. Late Pavments. Payments made-'!aterthan the due elate will a=rue interest from the cIate due fa 1he date paid at the lesser of the rate of 12% per~ or the highest rate allcwed byappflC3b/e law. CUstomer agrees to payreascmabfe ccsIs and atlDmey's fees if NavelI is required to undertake ccIIedicn measures against Custcmer. Installed Base. CustDmer's Ii1staJIed Base (Novell Prac1uct Iicanses available under the MlA which CUstDmer purchased oulside the MlA and is currently using) may be lransiticned into the MlA (be licensed !B'derthe Ml.A at the prcduct's most current version and receive Maintenance) through the purchase of Maintenance far the Ilcenses.. Mail des lance is mandatory throughcut the MlA term far prcduds so trausitiudt:d. To lraI~n licenses of System Prcducls (produds net identified in the MlA Price lIst as GroupWare Products) that are net at the current product revision level, Custcmer must upgrade. at the discaunted Upgrade pria!. the licenses fa the current revisian level before purehasingthe required MainIenance. To traJ~1 in licenses of GroupWare Products (as identified in the MlA- Price Usl:) that are not at the current product revision level, 7.2.1 7.3 7.4 7.5 7.6 7.7 s a1 Customer' must pay the ccst at a mirnmum of 1 'fear at ~ I'egardess at the time remaining in the MlA. Custcmerwill net recave l\AaintenanCl! after MU ~ NaveJI may mcaify the purchase ~ fur lransIticning licenses inID the MlA Record Keeping and Audit. Self-Audits. CUstomer wiD ccnduct an annual seIf-auait to- Identify (a) CUstcmer's capying and use of the I.ic!nsed Walks. and (b) the tctai llW\'lCer of wcrkstaticns, Cl:lmpuIers ar other derices connecled to a netwcrtcwf1ich uses Novelrs Software. and (c)whetherCustcmerhaspaid ferall Licl!nsed Works copied ancIIar used. ClJstmner wiD provide the infcrrnatian from this self-audit fa NoveIJ in an annual wriIIen repat within 30 days after 1tle end of each Annual Period or terminalicn of the MlA. The repcrtwiD be made on the audit form provided by Novell.. It is Custcmer's responsibility fa IimeIy provide the report wilhcut nctica from Ncvell. If the audit shews CUsfDmer owes any fees. CUstcmerWill submit wiIh the ~ a c...........onding purchase order. If CUslcmer is mere than 30 days late in submitting the audit l8pCI't, Novell may cfeIay accepting orders or delivering tect..lic.d support or ether MlA benefiIs until it recaives the audit. ~ ,. Formal Audits. Curing the MLA term and for two years after its lemliokltk.n. Custcmer WIll maintain ccmpfete records shawing (a) amounts due and paid, (b) ccpying and use of the Ucensed Works. and (c) the tctal lU1'lCer of werk..iGtiwu;I. ccmputers or ather devic8s ~1I1....il:d ta a netwcrfc which. uses Novell's Software.' Curing this lime perfcd Novell will have the right. at its expense and upm no less than 3 worfdng days prier written nctica, lD audit CWb....r's use of the Licansed Works and reccrds related lD this use and MlA payments. SUch audit may be c:cndud2d by Novell ar its aulhcrized repn!Senlative, will net interfere unreasonably with Custcmer's business adMties, and WIll be ccnduded no mere often than once per caIencfar year, Unless a previcus audit dIsdcsed a materiai discrepancy. If such audit SmMs Custcmer ~.t.dl:d actIlaI use of the ~ Warlcs or atheMise underpaid amcnns owing. CUstamer will immediately pay aD amcunts owing. If an audit shews CUslcmer undesstated use of 1he Licensed Worlcs or ~ amcunts owing by more than 5'5, CustcmerwiD pay1he reascnah(e expenses of the audit NoveIJ will use i.lf....II.&u.l received during an audit solely for the purposes of this MLA and will otherwise maintain the ccnfidentiafily of such information. CUstcmer may request an audit under Section 8.2 be conducted' at CUstcmer's expsnse by an incleJ:endent " acccunting firm approved by Novell; NavelI may net U111u.-1abIy wiIhhold appraval. Novell will have the right to determine the audit SQlp8 and required audit testing and to review the audit wcrf< prcducls prier to the finalization ~ 1he' ad. 8.2 8.2..1 t 9.1 Tenn and Termination. Tenn. The term of this MLA WID begin an the EIfedive Cate andWin remain in effect far a period of 2 years from the first clay of the mcnth following the Effective Date. The MLA lI!rm will be autcmalically renewed fortwo-year periads unliI either party gives written notice otherwise at least 60 clays prior to the end of the MlA term. " 9.2 Tennination far Convenience.. ElIherPaJty mayterminaie the MLA solely fer convenience at 1he end of any Annual Pericd by giving 1he other party written notice at least 60 days prier fa the end at the Annual Period. . Termination for Cause. Eilher party may terminate the MlA upon written notice for the substmtiai breach by the other party of any material teim. if such breach is net CllI'ed within 30 days following receipt of written noties of breach from the ntlI'l-breaching party. 9.3 Novell Master License Agreement. Version 5 4 (:311198) . ---. -_.:_~...: . -- .-..::.--:.....- "; ..- -- "::--:..:_:~ .""-..: ~ ---= -~-::.~. -' . ,...I..C"'_lCile -ierrrnnanon. .c.U1.eJ to'-~"f J11ay tenTnna:te this ML~ e~ec:we Immeaiately upon wrItten nctica to the ather ~, if the cttJer party (a) te.luia...t=. or suspends its 10..3 ~USIneSS, (b) becomes subJeCt to any bantauptcy or ~enc-~ prcC2eding under federal or state law, (c) beccmes InsolVent or unable lD pay its abligaticns as they ac::rue, or (d) beccmes subject to direct CtlI1Irct by a trustee, rec2iver, or similar authority. 9.S Effect of E.'CCiraticn or Termination. Upon expiraticn or termination of the MLA fer any l1!aSOI1, Customer's right lD duplicate the Ucensed Works and lD acquire new MlA licenses wiD immediately b lIIinGtt=. Cusfcmer's light to use Lic2nsed Works fer wtlic:h it has paid the applicable fees sI'1aII be perpetuaf, subject to the surviving MLA provisicns (Fer licenses Ir.msiIioned to sesver-based Iic2nses under 9.5.1 belew, ClJstcmer's perpetual rights will be in the server-Cased rlC2nSeS). 9.5.1 Transition from MLA Upon expiIation orterminaticn of the MLA, NcvelJ and CUstDmer agree to 'Mll1c tcgelher in geed faithlc transiiicn CUstomer frcm the MLA Pmgram bade to 10.4 Novell's regular sales d1anneIs; this prtlCl!SS' will include replacing MLA Soflwarewith the number of NaveII'sstandard server-based Iics1ses wtUcI1 provide CUstcmer at least equi1IaIent fundicnalily. This transiticn shall QCCtII' at no cast to Custcmer, except fer ar'rf media:~ im:urred by Novell in replacing the MlA Software wiltr Novell's slandard 11 Iicanses and/or media. Within 30 days afterb!l.uiudtil.ll1 or expiration, Custcmer must certify in writing to NcveIIthat it 11.1 has destroyed or returned all Master Scftwarg to NcveIL 9.5.2 Ciscounted Maintenance Fees. If the MLA is lean.i..dh=d fer NeveU's ccnvenience or cecause of Novell's breach, NcvelI wiD refund any Maintenance Fees paid fer the time period past the first dsf of the month fellcwing the MLA's termination date.. Maintenance fees will net otherwise be refimded. 9.5.3 . Survival of Terms. Secticns 4, 8.2, 10, 11, 12. and 13 wDI . Sl.IrVJVe MLA terminaticn and will thereafter solely gcvem Ctlstcmer's use of the Licslsed Wcrks, l!lCCSIX that Customer's license to use any server-based licenses to which Customer is trallSitlcIled under Sedicn 9.5.1 aCcve shaIJ be as described in the Iic2nse wtlich ac:cmpanies the saftware. 10 lnteIJeduaJ Property Indemnification. 10.1 ~cveII will defend or settle any claim, suit or prcceedjng brought against CUstcmer so far as it is based en an allegation that a Licensed Work infringes a patent or 11.2 copyright of the ccuntry in which CUstcmer takes delivery of such Licensed Wcrk. NcveII wDI 'rsf any damages. casts and expenses tinalIy awarded (or agreed to by setIfernent) in any sucI1 claim, suit or prcceedirlg. NcveIJ sI'1aII be relieved of the fcregcing obligaticn unless (a):" Custcmer prcmptly nctifies NcveII of any such claim. (b) NcveII has scIe =ntral of the defense and all refated settlemerllnegctiatlcns. and (c) Customer provides Novell with the reasanabfe assisIance, 11.3 infcrmaticn and aulhcrily necessary to perfcmn the above.. If Customer desires lc have separate legal representaIicn in any such action, CUstomer shaD be respcnsible forb casts and!!*!S afits separate counsel. , 10.2 If a Licensed Wcrk is held lc infiinge and use of such Licensed Work is enjoined, or if ir! Novell's opinion a 11.4 Licensed Wone is 6keIy to beccme the subject of infringement, Custcmer will permit NcveII, at Navelrs cpticn and expense, to: (a) prllaIl'e fer CUstomer the right to ccntinueto use the LicerlsedWcrfc. or (b) replace or modify the Licensed Work SO that it becollll=:. nan-1llfliugk19 and has the same or additional fin:tianaIity and COIllpidIable or improved performance charaderistics, or (e) upon Custcmer's return of the infl illgil19 Licensed Work, refund to Custcmertheccnsicleraticn paid fcrsuch lic8nsedWcrkas amorti:zt:d en a straight-line basis ever a 3-year pericd frcrn... 11.5 the date of delivery, whereupon NaveI1's continued IlabiIityto Novell Master Ucalse Agreement, Version 5 5 c..s:omer WJiI Cl!aSa. / Novell shall have no oCligaticn or liabilily fer :..(. i..gl:o.....IUhat resuds from (a) Novell"s almpiiancs WJlh ClJstDmer's designs, ~eaticns, or il1S1l'udcns, (b) use at ather 'than the current release cfthe Uc2nsed Wc:1cs. if the iniri..~c:aIb:a'1t would have been avcided by use at the current ~ and if the infringement occurs more than SO days after Ncvea has made a public anncuncsment or nctified Custcmer that. a previous release may infringe, (c) a mcdificaticn of the Lic2nsed Wcrfcs that was net reqrr~ or auII10rized in writing by Novell, (d) use of the Licensed Works other than as specified in relevant NcwlJ pubflCaticns, (e) use of the LicensedWorks in combinaIicnwith any third partycamputer prcgram. equipmt!nt, orotherprcc1uct net apprcved in writing by Novell fer use with the Licensed Works, (f) the fumishing lc CUstcmer of ar'rf infu.II..diI.ln, service, or technical support by a third party, or (g) ncn-licensed use of the Lia!nsed Wades. . . Indemnification Limitation. NOVELl. 'S LlABIUTY UNDER THIS SECTION 10 IS UMITEO BY SECTION 12..1.1. THIS 'SECTION 10 STATES THE ENTIRE AND EXCUJsNE OBUGATION OF NOVELl. TO CUSTOMER REGARDING A!lY INFRINGEMENT Ct.AlM OR MISAPPROPRIATION OF AHYTHIRD PARiY'S INTEllECTUAL. PROPERTY RIGHTS. Limited Warranty Software. Novell warrants that the Software will ccnfcrm substantially to the specifIcaIicns in the CcCumentaticn, provided that (a) the Scflware is net mcdified by ~ clherthan Novell. unless a\lthcrized by NcveII in writing; (b) CUstcmer nclif"1eS Novell in writing of the ncrli.llnfomrily no later than 9Q clays after pun:tlase; (c) CustcmeJ's ~ equipment is in geed o~ order and is installed in a compatible environment; (d) the Software is inslaIIed in a compatible environment; and (e) the ncnconfcrmily is net caused by a third party or by Customer. In this Sedicn, -conform sui:stantiaIIY" means that the Software CCl'lkml;o to the vast majcriI:y of aD specificatlons in the Ccaanentalicn. NcveIl's only cbligaticn under this warranty is to use reascnable elforts to cause the Software to canfcrm substantially with the Cccumentaticn, or to refund to CUstcmer the consideraticn paid fer such Software UJlQn Custamer's return of aD such Software ana Cocumentaticn. In the eventcf a refund., Cwtcmets rightto use tile Software shall autcmalically expire. MaQnetic Media and Cocumentation. NaveII warrants that if edherthe magnetic media en which tile Licansed Wcrfcs are containect orthe'Cccumenlalion is in a damaged orphysicaily defective CCIlCiticn at the time of delivery to Custllmer and if it is ~ to NCMlII (pQstage prepaid) within 9Q days of delivery, Novell Will provideCWtcmerwilh replacementsatno -: ~~ ' Services.. Novell warrants that the technical services and any ccnsulting services provided lmdertlle MLA wiD be supplied in a professicnal manner. Custcmeradmcwledges tiles rrr;q be aIlered or damaged in tile course of NcwlJ providing lechnicaJ services, and agrees to take approp.iatl: meas&nS to isolate and back up its systems. Early Access Releas~ Early Access Release (beta) software is provided to Customer -AS IS'" without arr{ warranty. Custcmer aclcncwledges that the pre-reIease sollware has net been fully tested and may ccntain errors and bugS. Custcmer must determine for itself the suitabffily of the use of Early Acr;eSs Release software for any purpose. Novell does not guarantee that a ccnunerdal version of the software crthat~ prcductswDI be released. NCM!IIshaD have no obligaticn lc provide support for the software. Non-NoveD Products. Novell does net warrant ncn-NoveD (:311J93) 110 .- .~.:. ~.'- :..:. " ---~-~~:--':.--...._..: .... .-.-' - ... - -- proaucts. Any = prCClJC:s are provided on an -AS IS'" basis. Any warranty seJVICa for ncn-NovelI prcatIds is provided by1f1e prcdIJctmanuiac:urerinac;.:;a u...<=wiIh any applicable l11aIUIfaCun!r's warranty. 11.6 DISCLAIMER OFWARRANTTEs. EXCEPT AS EXPRESsLY SET FORTH IN THIS SECTION 11. NOVEll MAKES NO WARRANiY OR REPRESENTATIONS REGARDING ANY UCENSED WORKS OR SERVIces. NOVELJ. DISCLAIMS AND EXCLUDES ANY AND AU. OTHER EXPREss. IMPUED. AND STATtJTORY WARRANTIES. INctUCING. WITHOUT UMITATION. WARRANTIES OF GOOD TInE. WARRANTIES AGAINST INFRINGEMENT, AND THE IMPUED WARRANTIES OF MERCHANTABIL11'Y AND FITNESS FORA PARTICUlAR PURPOSe.. NOVa1. COES NOT WARRANT ntAT THE UCSNSEO WORKS WILL SATISFY CtJSTCMER'S REQUIREMENTS OR THAT THE UCENSED WORKS ARE WITHOUT DEFECT OR ERRoR OR THAT THE OPERATION OF THE SOF1WAREWlLL BE UNINTERRUPTED.. Some statesljurisdidicns cfo not aIIaw limiIa1ions an how Icng an implied warranty lasts, sa the above Iimitaticn may not apply 10 CUstDmer. This wananty gives specific legal rights whidt may- vary man staterj&lrisdictign to stateIjurisdidi Ha2anmus Enviranments.. THE SOFTWARE IS NOT DESIGNED. MANUFACTURED ORINTENCED FOR USE OR RESALE FOR ON-LINE CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRJNG FAIL-sAFE PERFORMANCE. SUCH AS IN THE OPERAilON OF NUCl.EAR FAClUTIES, AIRCRAFT NAVIGATION OR AIRCRAFT' COMMUNICAilON SYSTEMS, AIR TRAFFIc CONTROL. ClRECT UFE SUPPORT MACHINES. OR WEAPONS SYSTEMS, IN WHICH FAILURE OF THE SOFTWARE COULD LEAD DIRSCTt.Y TO DEATH. PERSONAL INJURY, OR SEVERS PHYSICAl. OR ENVIRCNMENT DAMAGE. Umitatfcn of Liability. . Novell UabiIitv. TO THE exrarr ALLOWeD BY APPUCASLE LAW. NOVELL WIU. NOT BE LIABlE TO CUSTOMER ORA THIRC PARTYFCR INDIRSCT,SPEcw.. RaJANCe..INCDENTAl.. OR CONSEQUENTIAL LeSS OR CAMAGE OF ANY KlNC (INCLUDING LOSS OF PROFITS, BUSINESS. OR DATA) RSLATED TO OR ARISING UNDER THIS MLA. WHET'riER IN A CONTRACT, TORT OR OTHER ACTION FOR OR ARISING OUT OF BREACH OF WARRANTY, BREACH OF .CONTRACT. DELAY, NEGUGENCe. STRICT UASIL1TY OR OTHERWISE. Some statesrj1llisdidicns do not alIcw the exclusicn or limiIaticn of incidental or c:cnsequentiaI damages. sa the elCdusicns or Iimitaticns or this S~ may not be applicable. TO THE EXTENT AU.OWED BY APPUCAB1.E LAW. NOVELL'S UABJUTY FOR NiY CAUSE OF ACTION ARISING UNDER THIS MI.A WiLL NOT EXCEED THE AMOUNT OF FC:S PAID BY CUSTOMER UNDER THIS MLA. . " Customer Uab~. TO THE EXTENT ALI.OWEC BY APPUCASLE LAW. CUSTOMER WILL NOT BE UASLE TO NOVELl. OR A THIRD PARTY FOR INClRECT. SPECW,. RELiANCe.. INClCENTAl.. OR CONSEQUENTIAl. LOSS OR DAMAGE OF ANY I<IND (INCLUDING LOSS OF PRORTS. BUSINESS. OR DATA) RELATED TO OR ARISING UNCER lHlS MLA. WHETHER IN A CONTRACT. TORT OR OTHER ACTION FOR OR ARISING our OF BREACH OF WARRANTY, BREACH OF CONTRACT. DELAY, NEGUGENCE.. SlRICT LlABIUTY OR OTHERWISe. lHlS SECTION COES NOT APPlY TO VIOLATIONS OF NOVEll'S INTELLECTUAL PROPERlY RJGHTS. Limitation or Remedies. THE REMEDIES DESCRIBED OR REFERRED TO IN lHlS MlA SHALL BE THE SOLE AND EXCLUSIVE REMEDIES FOR THE BREACH OF ANY MlA OBUGATIONS. 11.7 12 12.1 12.1.1 12..2 12.3 13 General Tenus. 13.2 13.3 13.3.1 13.3.2 13.4 13.5 1:3..1 Laws. If signed by Noveu.1nc.. this MLA wiill:e govemea by the laWs of the state of Ulah and ~lic3CIe feder.d (U.s.) laws. unless !he laws of Ihe slate. prcvInCl!. or CCUntry at CUslcmer's dcmicie l1!qIIire atherwrse. in wnicta case the laws so required will govern. The ccntIids of law IllIes fcrming of !he gcveming law OR '""r1uded. If eiIher party initiates legaf proceedings to enfcrca a term of tile MlA. the prevailing party will be entiIIed 10 recover rl!aSanabie attDmeys' fees. Each party will. at its own expense. Clll!Iply wiIh any applicaDJe law. stmIte. ardinance. admi..~idiVe cn1er, rule and regulaticn. Disl:lute RescIuticn. The parties Will negctiate in geed faiIh to rescIve any MLA dispuIes. If negotiottm aces net R!SCive a dispute, senior officers of each party shall meet in person 10 attempt to rescIve the dispuIe. This meeting must be held befare either party may seek ancther methcd of rescIlltian. including judlciai or gcvelnau...d'aj rescIuticns. This secliDn stlaII net prevent either party l'rcm seeking or ctlIaiIling lempor.uy '"'i'ritMlICf remedieS, including injundive relief. C....~llicdilv and 1m........, Excf1anae. The receiving party of CcnM:.ltiaI IIlfcrmaticn agrees to exercise reasotlaDIe care 10 pralect CcnfidentiaI Infcnnaticn fidn unaulhcrized c:isdcsure, wtlicb care stlaII in no event be less lJlan the recl!iving party gives to prctect iIs own canfidentiaI i.~lhiidhm. The receiving party may dIsdcse Ccnfidl=uLI IlIf.......A.n cniy10 ilsempfoyeesoragentswhoneedto Icncw suCh infcrmation and shall infcrm such einpfcyees cragenls by .., at pcIicy and agreemeslt !hat lIiey are bound by obIigaticnsat ccnfidenliality. Theseccnfldentialilycb~.... stlaII survive fer 3 years after expiraticn ortemJi.l.dbt of the MLA. C~hlklt!/1licd fnfarmalfcn means (a) the terms of this Ml.A, and (b) any ather inf......cdi..n the disdc&ing party cfesires 10 prctect fr1:m unrestrlded dfsdcsur8 by the receMng party and that.(i) if d"1Sdcsed in tangible lbrm. is marked in writing as .~dia1'" or (Ii) if disc:!;kd craIIy or Visually. js ~ ~ oraI1y at the time at dlsdcsura as "CCldL:h..&..L .. Ccnfidentiaj Infcrmaficn dces net incfude i.lf\.. ....&r.n tlat (1) is already in the receiving party's ~ wiIIlcat cbIIgation of canlidlba; or (2) the receiving party indep!nclently develops; or (3) Is or b~ pubIfdy avaiIaCle withcut breach of the MLA; or (4) the receiving party rlgtltruIIy receives fram a lflird party without CCIIgaticn of ccnftdence; or (S) the dlsdcsing partyrefeases fcrdisl:fclRlre by giving written censer( or (6) is required 10 be disdcsed. by ccurt or reguIatcry rtlIe or cn:ler. Residuals. Subject to palenI:s and ccpyrights. eiIher party may use Residuals for any purpose including cleveIcping ptllCuds orserW:es. ~esiduaIs""means icleas, ~ or tedlncIcgy Clll'Itained in hi... I."&"'1 retained !" memcry b!ta _ party's emplcyees with access to CcnfidentiaIlnfcullid!tm, but does net include infctmaticn deliberately memcrized 10 . classify it as Residllals This Residuals pravisicn does not give the receiving partt the right to disclcse business plans or fInanciaf. statistical, or perscnnei data of the ~ party, and does net alIcw fer any purpose the IileraI ccpyIng of a dccument. The receiving partywiD have no obI"agatian to restrict tfle assignment of empIcyees who receive Resid11a1s Force Maieure. Neither party WiD be liable fer any failure or delay in performance. if such faiIllre !lI' delay is clue to war. strike. government requirements, ads of nature, acts or cmissicns of carriers, or clher cause beyond its reasanabIe ccntrcI; however. if a party's performance of any material cl:Iligaticn is reasanabIy elCpl!Cted to be delayed mare than.3 mcnIhs due to anysudt cause, the ather party may b..IiI..dt: this MLA upon 3Q rJay.!/ pricrwritlen notice. Each party shall give prompt written nctice of any condition 1ilcely1o cause any delay or default.. No Emclcvment or Aqenr:{. The parties are independent ccntractors. Neithertf1e MLA lerms ncranysemces provided Novell Master License Agreement, VersiCI1 5 (3I1JSB) '.4: _0.'-_ __ __ 6 _._.w__ _ _~~:::=. .. . _ ." ~. ,.... -; -__=u .c c.~ QfI empo'"ymc:m.. agencf'di- parmer reIatiol'lShlp between CUstcmerand Ncveil. . >.;., 13.6 Notices.. AD ncticei wiD be in writing. Notices to CtIstmner stiaiibi! delivered to QJstcmer's QlnUact CoorainatDr and Lccaticn eo.....JB...tbr(S). N0tic2s lD Novell shall be delivered to Majer MarXets Contract Manager. MS Q~13; 155 N T ed1nclcgy Way, Orem UT 84097-Z3S9 USA.. N0tic2s may be delivered by certified or overnight mail. fax, auier, or overnight delivery. 13.7 Bindinq Effect I Assicmment. This Ml.A is bindng upon the parties' andtheirrespedive~ucc:esi>Ul,",andassigns. Unless expressly permitted hen!in. neitI1er party may transfer, assign. or delegate any right or ~I set fcrth in the MlA WJIhcut the prier written amsent at the ether party; pravidedthatneilherpartywill unreasonablywitf1hcldc:cnsent fer an assignment lD the other party's pcnnt or SI.Ibsiaiary. EiIher party may, upon prier Wliiten natice. assign the MlA to the surviving ccmpany in the event at a merger or acquisition. If Novell seIJs a l.icensed Work to a third party, it may assign its MlA obligations regarding S&lCtl product to the third party. Severabililv. If an MLA provision is held invalid or unenforceable, the pnMsicn WiD be sewred to the extent at such invalidity, or W1enfClrcsabilily. . 13.8 13.9 Waiver. No waiver 01 any MLA right shall be effective unless iiiWriih,g. signed by an authorized ......___It:itive at the waiving party. No waiver of any past or present right arising li'om any breach 01 failure to perfcrm shall be deemed to be a waiver at any ftlture rights. 13.10 Modifications. E:a:ept as elqm!SSIy aI/owed. in the MlA. the MLA may net be mcdified 8XC2pt in writing signed by autherizsd representatives at each party. In particular. the . terms at a purchase crderwill not mcdifythe MiA u1'Ifess the parties agree ottlerMse in writing. 13.11 Emire Ac;reemem.. The MLA is the linal and a:lusMt statement at and1he entire agreementCelweenthe parties as to its subject maUer. The MLA supnedes all prier and =ntemporanecus agreements and slatements on these subjects. Each partywmants that in entering into this MLA. it has net rel"1ed upon or been induced by any repre:-.t.&u.l net expressly set fcrtf1 in thiS MLA.. ' 13.12 Intellectual Procertv Ric:hts and Remedies. NClthing in this MLA waNeS or limits ~ nghts and remedies avaiJabIe lD NeveU tD pratect its pOPiI~f interest in the licensed Works. inducing, ~ and rumedies available under U.S. ccpyright law, European:!Jnicn law, the Berne Ccnventicn or other intemationaI treaties. or appiicaCle national Cl:lpyrigtlt and inteIIectuai prcperty laws of the ClUUries in which ~ uses the Ucensed Worfcs. 13.13 E:cccrt. Regan:lIess of any disclosure made by Custcmer to NOVeii of an ultimate cfestinatiCln 01 a Licensed Wcrfc. CUstcmer wiD not cfuectly or indirectly elCpOrt or transfer any portion atthe work, or any system c:alt.:/ilUng a portion 01 the work, to anyone outside the U.S. CU1CILIding f1lrtfler expert if Customer teak delivery ouIside the. U.s.) without first Cl:lmplying fuIlywih any expert centrals ~ may be impased en the werk by the U.s. Govemment or any ccunIry or organization of nations within whose jurisdiction Custcmer operates or does business. CU'stcmer assures Novell that absent any required priclr authmizatian from the Bureau of E:cport Admn.. 14th Ca1stib:IIiDn Ave.. Wash DC 2D23O. CUstcmer will not expert or reexpclrt (as defiJled in Section 734.2{b) of the E:cport Admn. Regufaticns. as amended ("Regulationsj) the wcrlls or any technical data Clr' ather confidential informatiCln. or direct pRldI.Ict at any of the. foregoing to any country in Country Groups 0:1 or E:2 as : ~ed In ttle Sllj:pIement No. 1 to Sedon 740 at 1he RegWations, or SUCh ather c:cuntries as c:cme tlnder resUidion by adicn atthe U.S. Government, ortc naticnafs from or residing in the foregcing counlrles, wiIflcut first obtaining pc...~. from ttze apprcpriate lLS.. Gov. a&JtI1orities. The coumnes subject to rC!5tridicn by tile U.S. Gcv. are subjectlD change; it is CUstDmer's ~tD comply with the U.S. GJv. requiJe......ltl:. as amended from lime to time. - ':' Novell Master License Agre.:.ne.lt. Version 5 13I1J9S) -. _.._~ -._- - --_.- 7 . ----.. -- ~ ~~.; .. i::.~.:'-:~~'~. -- 17 w~nsa I errns MLA Membership Fonn - Attachment A Use of the Ucensed Wor1<s is sub.Ject to the following terms and restriCtions together wrth all other MLA terms. 1 LiC2l1Se Definitions 1.1 Client Software means the software programs provided as part of the Software that oper.rte on a singie-user dew:e, Pemutting that device to access the shared resources provided by Host Software.. 12 Competitive Up~de means a productofNovell's competitors designated by Novell as qualifYing fer an Upgrade to Novell Software. 1.3 Doamentation means user dacumentation and manuaJs (rncluding CO- RaM verstons, when available) provided by Novell which accompany a Software product. . 1.4 Host Software means the software programs provided as part of the SoftWare that are designed to operate on a single ccmputing device, providing access to the shared resources attached to that computer. Host SoftWare may contain technical Iimilations that limit use of the Host Software to a specified number of computers running Client Software. 1.5 Internal Use means Use by (a) Your employees fer Your internal busllless, and (b) Yourccnsu/tants and ccntradcrs onlywhile performing wcrk for You on Your premises. 1.6 NLM Software means Software delivered with Host Software and capable of running on the Host Software. 1.7 Node means a networlc connection identified by a unique networlc address; printers, taxes, mail servers ancJ other devices attacI'Ied to the network also constitute a Node. 1.8 Software means the Novell software produd(s) licensed to You underthe ;;nx- 1.9 Ucdate means a fix or compilation of fixes released by Novell during the ieiTi10i the MLA to ccrrect operational defects (program bugs) in the Software. 1.10 ~ means any new version of a Software prcductwhich bears the same prcduct name, including version changes evidenced by a number change immediately 10 either the right or left of the decimal (for example. GrcupWrse 5.1 10 5.2 or GrcupWrse 4.0 10 5.0). If a question arises as to whether a product offering is an Upgrade or a new product, Novell's opinion wiD pl'eVaJl, provided that Novell treats the product offering the same for its end user customers generally. 1.11 Use means loading the Software into the temporasy memory of a ccmputing device, i.e.. RAM. and running or executing it fer the purposes for Which the Software was designed. Unless the applicable license states otherwise, Use wiD be runited 10 a single ccmputing device. 1.12 User Count means the number of users specilied for use with a prcduct. 2 Ucense Grant. Upon payment of the applicable license feesancJ NoveJI's receipt of the order for a Licansed WatI<, Novell ~ and You accept the licenses below. Your licenses to Use the Ucensed Wortcs (but not to make copies of Master Software) wiD survive expiration of the MLA and be perpetuaL NoveU, Inc. is the Dcensor of the'Ucensed Works, except that (i) if Your address provided on the Membership Form is in Europe, the Middle East, or Africa, and Novell Ireland Software Ud. or other Novell subsidiary is listed as the Novell contracting party on the Membership Form, then the licenses are granted by Novell Ireland Software Umited or made available on its behalf, and (ii) if Novell Japan is the Novell entity that signs the Membership form, the licenses are granted by Novell Japan. 21 Netwcrlc Node Ucense. NeveU grants a non-excJusive, non-transferable, and worldwide license to (a) provided you do not receive any direct payment, make and distribute an unlimited number of copies of the Host Software for Your Internal Use, and (b) conditional upon paying the applicable Discounted Ucense Fee for each Node with which the Host and CUent Software is to be Used, make, distribute, and Use the Client Software for Your Internal Use and use the NLM Software on the Host Software. 22 Server Networlc Ucense. NeveU grants a non-exclusive, nOn-lnlnsferable, worldWide license to (a) Use the Host Software on a sing/e computing device (network: server) to connect to and sirrwItaneousJy Use up to the number of copies of CDent Software specified by the User Count, and (bf provided you do not receive any direct payment, make and distJ:ibute an unlimited number of copies of Client Software for Your Internal Use, (c) use the NLM Software on the Host Software. 23 Node and Server Ucenses. Certain Software Ucensed by Novell on a Network Noae basis under the MLA, such as IntranetWare. is also licensed by Novell on a Server Network (server-based red box licenses) basis. You may acquire such Software thrcugh either Network Node or Server Network licenses under the MLA, but may not mix Network Node and Server Networlc at a single Customer Jocation (a facility with an individual street address). 24 BorderManaqer Ucense. Your license grant tor Bon1erManager is descnbed In the license de!ivered with the product or otherwise made available to you thrcugh the MLA Program. A copy of the license grant is available from Novell 2.5 NetscaDe NaviQator.lfYOUpurchasea licensefera prcductthatincludes Netscape NavIgator Software, You may insfaJI a copy of Nelscape Navigator on each computing device running the Client Software in support of the Host Software fer Use: (a) primarily in support of the NLM Software, ancJ (b) for Internet or World Wide Web access. 2.6 MuJtjPrctoccI Router. If You purchase a license fer a product that Includes NetWare MuftiPrctDcoI Router SoftWare (an NLM Software program), Your license is fa'1 port for each server upon which You load the product that includes the MPR Software. 2.7 IPXIIP Gatewav.lfYou pt.II"Ctlase a license fora product lhat includes the IPXJIP Gateway Software, Novell grants You a 2SO-user (100O-user for Bon:IerManager) license tor ead'I server upon which You load the product that contains the Gateway Software. 2.8 Mailbox Ucense. Upon payment of the applicable license fee for each user Madbcx (artacccunt ferthe storage of eledJotlko mail, regardless of whether attached 10 a netwcrlc and/or remote) with which the Software is Used, Novell grants a ncrt4CCIusive, ncn-transferabl 'Mlrfdwide license to copy, make, and distritlutathe Software torYour IntemaJ Use on Your computer systems. A MaiI1:lox Ucanse is not required tor Mailboxes that are used soJely for physicat faciIilies, such as a printer mailbox or a fax mailbox. A Mailbox Ucense for GroupWrse 4.1 Software includes the right to access SoftSolutions via a SoftSolutions Remcte Cocument Server. For GloupWIse Gateway Software sold separately from GrcupWise Software, the fcIIowing prevision applies: 2.8.1 Gateway Mailbox Ucense. Upon payment of the applicabJe Dcense fee fer each user Mallbax that can ccnnect to the GnnIpWIS8 Gateway Software, NoveD grants a non-excIusive, non-transferable. worldwide license to copy, make, and distribute the Software fer Your Internal Use on Your computer systems. You must have a Gl'oupWlse Gateway Software license for each such connection in addillon to the GrcupWrse Software mailbox license required to create the Mailbox. 2.9 Per Cocv Ucense. Upon payment of the applicable license fee fer each copy of the Sottware, Novell grants a non-excIusive, non-transferable, worldwide license to make and distribute those copies of Spflware for Your Internal Use on Your computer systems. . 29.1 SoftScfutions. Additicnally, a Dcense is required for each copy at SoftSolutlons, whether executing from or residing on a host computer, memory, or a Portai:lle Mode Enabled computer; or stored on a storage device of any kind, on muJti.user ccmputer(s), single-user ccmputer(s), or locaUwide area networks (servers and WO~cnslclients). In addition, a license is required for each computer that accesses the SoJlware via a SoftSolutions Remote Document Server. You may use the Software in only a single envircnment (Windows or DOS) at a time. A Server Enhancement Module (SEM) Dcense is required for each File Server license even though a SEM copy needs to be Loaded for each Dataset and ~ single set of SoftSolutions program files may access multiple Dalasets. 2.10 Novell Support Connection CD. For each subscription to the NoyeJl Support ConnectIOn CO, NeveD grants You a nonexclusIVe, nontransferable right to copy and distribute the CD fer Internal Use on aD Your computer systems at Your Iocation(s). 2.11 Early Access Release Software. If Novell provides You Early Access Release (beta) sottware, You are authorized to Use such software soIeJy fer evaluation purposes. As Early Access Release software, documentation and related information is confidential to Novell, You may not disclose it outside of Your organization without NoveD's priorwritten MLA Membership Form, Attachment A .Ucense Terms MLA 5 (311198) 15 ( g consent. 't OUT liCl!l'lSe to Use sucn software temnnates upon the earlier of NoveU's general ielease afthe soitware to the pul:lJic orwrillen notice from Novell 212 Documentation. If Documentation for the Software is provided with the Software In CD-ROM fonnat, You may for internal use print copies of such Documentation from the on-fme screen up to the number of MlA ficenses You have purchased. Novell will, through third parties. make hard-copy Documentation available for Your purchase; You mayduplicate for IntemaI use Documentation You have purchased up to the l1llI11ber of MLA licenses You have purchased for that Software. Documentation for Software that is not at the aJII"ent revision level will be made available for up to two months after the last shipment date of the Software.. 213 New Products or Upqrades. So that Novell may make available on the MLA Pnce Ust new Software prcduds or lJpgmdes to current prcduds, Your license grant for a praduct or Upgrade may cliffer from the above ficense terms. If there is a ccntIict or inccnsistency between the above ficense grants and the Ucense grants made avadable to You wiIh a product or Upgrade, the latter license grants will prevail; as to all other contractual pravisKlns, the MLA with this Ucalse Terms Attachment wiD prevaiL 214 Commercial Public Networl< Service ("CPNS1 RestrfcIicn. You may not use IntranetWare, NetWare 4~ or BoraerManager Software, or later versions of this Software. in a CPNS wilhout first cbtaining a separate license from Novell (for more information, see http://www.novellcomlintemet). A CPNS is a service offered to the general pubrlC or to businesses, and that P.nMdes Internet access, virtual private networking, remote network management, access to corporate or other networks, or access to any remote computing device, application, service or data. 215 Upqrade Restrictions. Whether You receive Upgrade licenses through MaIntenanc8 or through a separate purchase, You accept and Use Upgrade Ilcenses subject to the foIIclwing terms: 215.1 Use of an Upgrade is limited solely to replace (a) a Novell PRlduct acquired by You purswnt to a valid Novell license. or (b) a Competitive Upgrade for which Novell is offering an Upgrade. In either case, the procIuct from which You are upgrading is referred to below as the "Original Prcduct . 215.2 In the case of System Prcducts (products net identified in the Ml.A Price List as GroupWare Products), You agree (a) that 90 days after installation of the Upgrade, the license U$('o:idb:d with the Original Product will automatically terminate and become void, and (b) to retum or destroy the Original Prcduct within such 90 day pericd. 215.3 In the case of GroupWare PrcducI:s (as identified in the MLA Price List), You may Use either the Upgrade or a prior revision of the Upgrade, but never both revisions at the same time on any given machme. 215.4 Elcceptas expressly permitted in this Upgrade Restrictions Secticn, You will not use. sell, ortr.msferthe Original Product upon receipt of an Upgrade. 215.5 You accept any Upgrades under the terms of the ra:snse type described in this MLA, in the Order Form, and in the MLA Price List as applicable to the upgraded Software. 215.6 Nothing in this MLA will be construed to warrant or il11Jlly that Upgrades or Updates wiD be producect for any product- or, if so produced, when such Upgrades or Updates will be made commercially available. . 216 S~ Ucenses. Unless otherwise authorized in the MLA, Documentation, or III writing by Novell. no right is granted to Use CBent or Host Software to directly access client software or host software provided by othB!' vendors. 217 Connection Manaqement Software. You may not modify any Connection Management Software (software designed to prevent more connections than the number of ficensed conneclions specified by the DocumentatiDn, packaging, or user materials of the Software) incIucled in or provided wiIh the Software. Further, You may not use any device. process or computer program that inaeases, either direclIy or indirectly, the number of connections to the Host Software.. 2.1 a OWnership. Ownership of and We to the Ucensed Works (including adaptations or copies) is held by Novell or its rlCellSOl'S. Copies are provided only to allow You to exercise 6cense rights. 219 Transfer of Ucense. Except as otherwise provided in the MLA, You may transfer licenses to another entity only after receiving prior written consent from NeveU. With any license transfer, You will transfer all copies of the transferred Software with its Docwnentaticn and any copies/adaptations made. 22D c"oies. You may copy the Software only for Internal Use ClIlduding an arctuvaj or backup copy for each copy of Software lic:a1sed W'lder ltlls Agreement). AU proprietary rights notices I111lSt be faithfuIJy ~ and included on all copies and aI'tf adaptations.. You may only copy Documentation as expressJy alIowecI above. 2.21 Notice to Emptovees and Aqents. You wilt use commercially l'eaSonabJe efforts to II1torm Your employees, agents, and other individuals using Ucensed Works under the MLA that the Ucensed Works may not be used, copied, or transferred in vioJation of the MlA terms. 2.22 Restrictions. Except as may be expresslyauthcrized in this MIA. Youwill not rent, lease, sublicense, distribute.lransfer, copy, reproduce. display, modify, adapt, disassemble, orreverse-compile UcenseclWork:s. Where You have a statutory right to adapt, disassemble or decompile the Software to obtain information needed to achieve ~ with other Prog.calRi, You wiD not exercise such right unless NCNelI does not respond within 60 days after receipt of a Written request to provide the necessary informatiori. 2..23 OutsourcinQ. Upon priorWritten notice to NoveIJ, You may permit Use of the lJcensed Works by a supplier of infonMion seMces ("Supp/ierj to the same extent You are permitted to do so, provided that You first purchase sufficient licenses to support such Use and execute a contract with the Supplier that obrJgates the Supplier to (a) use the Software only for Your internal business purposes and in accordance with the MLA terms, (b) maintain a logical or physical partition within its computer systems which use the Software so as to restrict Software use and access to a portion solely dedicated ll:l Your beneficial use. and (c) allow You or Your agent to audit the Supplier's premises and records relating to use of the Licensed Wortcs for at least 1 year after the earlier of expiration of the Ml.A or Your contract with Supplier, in order ensure Supplier's compliance WIth the MLA in its Software use. 2..23.1 WiIhin 30 days after entering into such an agreerth!Ilt with a Supplier and praviding Licensed Works to the Supplier, You must notify Novell in writing of the name of the Supplier and of the start and expiration dates of the contract belween You and the Supplier. If You provide Licensed Works to a SUpplIer, You must keep records detailing to which entities specific Ucensed Wanes 'M!r8 Provided. on what dates, where Master Software is stared, and You must have an established process for retrieving Licensed Works once the MLA or Your contract with the Supplier is terminated. 2..23.2 If NcveII so requests, You, through Novell or at NovelI's option through an entilymutualJyagreed to by You and Novell. wiD audit the Supplier for compliance with the MlA terms. Novell shall use the information obtained tram any such audit solely to determine ccmpIiance with the MLA and to remedy any nClIcon.pllance. You irrevccabJy appcint NcvelI as Yourauthorized ~forthe purposes of canying out any audit underthe above paragraph. You shall be responsitlIe for use or copying of the Software by the Supplier which violates the MLA terms. You Will notify NCNelI in writing immediately upon learning of the reasonable possibility of a third party's violation of the MLA's terms.. 2.24 U.S. GOY Restricted RiQhts. uSe, duplication, ordisclcsurebythe United . States Government IS subject to restrictions in FAR S 52.227-14 (Jun 1987) Alternate III (JW'le 1987), FAR S 52.227-19 (June; 1987), or DFARS S 252.227-7013 (b)(3) (Nov 1995), or applicable successor clauses. Manufacturer is Novell, Inc., 1555 N Technology Way, Orem. UT 84097. 3 Limited Warranty. See the MlA Umited Warranty sections for a description of the MLA warranties. 4 Limitations of Uabifdy. See the MLA Liability Umitaticns sections for a description of the MLA's runitations of liability. 5 Intellectual Properly Infringement See the MLA Il'Itl>llectual Property Indemnification sections for a description of NeveU's indemnification for inteIJectuaI property infringement claims. >> MLA Membership Form, Attadunent A - Ucense Tenns MLA 5 (311/98) 16 '.\"'- ~ ------ \ ' '-" - ...-, ..........-~- .::::0- , ~ _I --.... ----- SECOND ADDENDUM TO MASTER LICENSE AGREEMENT (State of Washington) This second Addendum amends and supplements the Master License Agreement ("MLA") version 5 (3/1/98) between the State of Washington, acting by and through the Department of Information Services ("DIS"), an agency of Washington State government, ("Customer") and Novell, Inc. (''Novell''). This Master License Agreement has been entered into as a State of Washington Corporate Agreement, DIS Contract Number T98- TSD-310. 1. Definitions. Terms with the initial letter capitalized will have the same meaning as defined in the MLA, unless otherwise defined in this Addendum. 2. Amendments to MLA. The MLA is amended and supplemented as follows: A. Section 2J.of Addendum to Master License Agreement (State of Washington) is deleted. Discounted Maintenance Fees will be paid in accordance with Section 72 of the MLA. 3. Continuance. Except as expressly amended and supplemented by this Addendum, the terms and conditions of the MLA will remain in effect Wlchanged. If and to the extent that any inconsistency may appear between the MLA and this Addendum, the provision of the Addendum shall controL NOVELL, INC. i Signature Signature (' - - ':::-~~:-.T-~- '- --Print Name Print Name Title -_. . ~~ '~f""'~ .. . I Title ,,1- I . _ :- i >'! lr~\.""" Date ".~.9W Date ~ ~::~;'"'~'rcn X) ~~ .~. ...- ~-1. '# ',_.,. '\' ( - " A' . - . ~ \ -: ':., I .- . . .' ~ , ,--'" J ',) ~i 2 S lc.~~ .....vl,J' L...._ . -~ ' . . -. --- - ' : -- -' - ------- - -'. - : i...._ ..~ . _ _ __ _ _.. __..' - , /q The Department of Information Services Novell Master Licensing Agreement Purchasing Program . ....... ............ ..... .............. Customer Enrollment Documents 7-::1 .t:;XIUO~t: C 'OM 2QOO HOME CI a. A P~DUCT STATUS THIRD PARTY ncOUCTS YIA.l2IJOO UPOATES TlSTlNG C2ITDIA WHITI PAPO TIAI aGO WEB USCu.as Year 2000 Status of Novell Products The following tables (last updated 11 May 1998) list Novell products that are being validated as part of Novell's Project 2000. If patches are required, a link to the downloadable patch is provided. If you are using other Novell products or Novell products not listed in these tables, Novell recommends upgrading to a newer product as indicated below or discontinue use before the turn of the cennuy. All Year 2000 Ready Novell products require a Year 2000 Ready hardware platform (ie. BIOSIRTC). Please read the disclaimer Select from the following links for individual product information or scroll down to view: IntraNetWareJNetWare platforms IntraNetWareJNetWare Products IntraNetWare/NetWare CDents Collaboration Products IGroupWlse) Network Manaqement lManaqeWlse) Border Manaqer WordPerfect Products Dial-uD Connectivitv INW Connect) MultlProtocol Router Products rMPRl Host Connectfvftv (SM) LAN WorkPlaceJlAN WOrkGrouD NFSIUNIX Products Additional Items Third Dartv oroducts intraNetWarelNetWare Platform Return to top of document Date Y2K Update or Product Status . Upgrade Available intraNetWare (English) Year 2000 Ready Octional uodate available NetWare v4.11 (English) Year 2000 Ready Optional update available intraNetWarelNetWare v4.11 Year 2000 Ready Octional uDdate available (portuguese. French. Italian. Gennan. Spanish. Russian) NetWare v4.10 and prior 4.x versions Not being tested - Upgrade to - intraNetWare. or NetWare 5 an Mid 1998) NetWare v3.2 Year 2000 Ready CurrenUy Available NetWare v3.12 · Tes1ing Complete - Upgrade to Ucdate available NetWare v3.2. intraNetWare. NetWare 5 (in Mid 1998). or apply uodate. NetWare v3.11 and prior versions * Not being tested - Upgrade to NetWare v3.2 . intraNetWare. NetWare 5 lin Mid 1998) * See infonnation on Novell's Uoorade WIZard NeveO Upgrade WIZard lets you quickly and easily capture the benefits of upgrading to intraNetWare. The Novell Upgrade WIZard migrates bath the NetWare 3 bindery and me system to an existing intraNetWare network. In the process. aO bindery objects are upgraded to NOS objects. (The Upgrade WIZard v2.1 is Year 2000 Ready) http://www.novell.com/p2000/producthtml 5/13/98 t.-l .;::- - "-".... v Product Status Date Y2K Update or Upgrade Available NetWare for Macintosh '14.11 Year 2000 Ready No update necessary NetWare for Macintosh v3.12 Year 2000 Ready No update necessaJy NetWare for Macintosh - versions prior Not being tested - Upgrade tov3.12 to NetWare for Macintosh v3.12 NetWare '14.11 SMP Year 2000 Ready Octional uodate available NetWare '14.1 SMP and prior versions Not being tested - Upgrade to NWV4.11 SMP CmtraNetWarel NetWare '14.11 SFT 1/1 Year 2000 Ready Octional uodate available NetWare '14.10 SFT 1/1 and prior Not being tested . Upgrade versions to I'IetW3re '14.11 SFT III NetWare '14.11 for OS/2 Y~ 2000 Ready Octional uDdate available NetWare '14.1 for OS/2 and prior Not being tested - Upgrade versions to NetWareV4.11 forOS/2 intraNetWare for SmaD Business. Year 2000 Ready Octional uDdate available (INSB) intraNetWare for Small Business Year 2000 Ready No update necessary (INSB)- Localized for French, Italian, German, Portuguese, Spanish Personal NetWare (PNW). all versions, Not being tested - Upgrade all languages to intraNetWare for Small BUSiness NetWare Ute, all versions. all Not being tested . Upgrade languages to intraNetWare for Small BUSiness intraNetWare/NetWare Clients Return to top at document . Date Y2K Update or Product Status Upgrade Available intraNetWare Client v2.2O for Year 2000 Ready OctionaJ ucdate available Win95 NetWare Client v2.12 forWin9S Not being tested - Upgrade to and prior versions intraNetWare cnent v2.20 for WingS intraNetWare CfI8nt v2.20 for Year 2000 Ready Octional ucdate available DOSJWIrI 3.1 NetWare CUent v2. 12 for Not being teSted - Upgrade to . DOSJWIrI3.1 and.priorversions intraNetWare CRent v2.2 for DOSlWin 3.1 intraNetWare Client for NT Year 2000 Ready Octional ucdate available v4.11 a (Supports NT OS versions v3.51 and v4.0)(inc:l. WSMgr) intraNetWare Client for NT Not being tested - Upgrade to v4.10 and prior versions intraNetWare CRent for NT v4.11 a intraNetWare Client v5.11 for Year 2000 Ready No update necessary Mac intraNetWare Client v2.12 for Year 2000 Ready No update necessary OS/2 intraNetWare Client for OS/2 - Not being teSted - Upgrade to . vl.11 and prior versions intraNetWare cnent for OS/2 v2.12 Netx Cflent Not being tested - Upgrade to intraNetWare cnent v2.2 for DOSlWin 3.1 '. NetWare Client VLM v1.21 Year 2000 Ready (Reconunend No update necessary http://www.novell.comlp2000/product.h1m.l 5/13/98 .. - -.. - - --- . -. -_. NetWare Client VLM v1.21 No UPdate nea!SSaly Upgrade to intraNetware Client v2.2 for DOSMrm 3.1 NetWare Client VLJlil v1.20 and Not bemg tested - Upgrade to NetWare prior versiOns Client VLM v1.21 (Recommend Upgrade to intraNetWare Client v2.2 for DOSJWin 3. 1 NetWare Client VLMIP Not being tested - Upgrade to . intraNetware Client v2.2 for DOSJWin 3.1 NetWare Mobile Client v1.0 Not being tested - no upgrade path NetWare Mobile Client v1.0 Not being tested - no upgrade path . Languages: French, German intraNetWareINetWare Products Retum to top afdocument Date Y2K Update or Product Status Upgrade Available NoveU Web Server v3.1A Year 2000 Ready No update necessary Novell Web Server 2.5 and Not being tested - Upgrade to prior versions Novell Web Server v3.1A NetWareJlP v2.2 (for NetWare Year 2000 Ready No update necessary 4.11) NetWareJlP v2.1 Not being tested - Upgrade to NetWareJlP v2.2 (for NetWare 4.11) NetWarelIP v1.1 (for NetWare Currently Testing Q2 1998 3.12, 3.2) Novell Application Launcher Year 2000 Ready No update necessary (NAL) v2.01 Novell Application Launcher Not being tested - Upgrade to NAL . (HAL) v1.1 and prior versions v2.01 - NDPS Year 2000 Ready No update necessary NoveD Replication Services Year 2000 Ready No update necessary 1.2 (NRS) NDS for NT 1.0 Year 2000 Ready No update necessary NeveU Administrator for Year 2000 Ready Octional ucdate available Windows NT v2.0c Novell Administrator for Not being tested - Upgrade to . Windows NT v2.0 and prior NeveU Administrator for Wmdows versions NT v2.0c Novell Cross-Platfonn _Year 2000 Ready Optional source cede Services (NCPS) ~.1 Ob available to - authorized partners LOAP 1.0 Year 2000 Ready No update necessary NetWare Telephony Services Currently Testing Q2 1998 (NTS) v2.21 NetWare Telephony SeMces Not being tested - Upgrade to NTS (NTS) v2.11 and prior versions v2.21 - OHCP v2.1 Year 2000 Ready No update necessaIY DHCP v2.0b and prior Not being tested - Upgrade to . versions OHCP v2. 1 001 LAN Driver (dev kit) Year 2000 Ready No update necessaIY NetWare for OEC Access Not being tested - no upgrade path Collaboration Products Return to top of document Date Y2K Update or Upgrade n .. ~ http://www.novell.comlp2000/product.html 5/13/98 7--2 Product Status Available GrcupWlSe 5.2 Year 2000 Ready No update necessary GroUpWISe 5.2 Year 2000 Ready No update necessary Administration GrcupWlSe 5.2 Cflent for Year 2000 Ready No update necessary Mac. Unix. Win 3.1. Win 95/NT GroupWise 5.2 Year 2000 Ready No update necessary ManageWlSe Agent (NLM, NT,UNIX) GrcupWlSe 5.2 Moniter Year 2000 Ready No update necessary GrcUPWISe 5.2 Language Year 2000 Ready No update necessary Versions GrcupWIS8 WebAccess Year 2000 Ready No update necessary 5.2(NLM. Nl) GrcupWise Internet Agent Year 2000 Ready No update necessary (NLM, Nl) GrcUPWIS8 5.0 & 5.1 - All Not being tested - components Upgrade to GN 5.2 GrcupWlSe '14.1 Year 2000 Ready No update necessary GrcupWlSe '14.1 Year 2000 Ready No update necessary Administration GroupWlSe v4.1a Client Year 2000 Ready No update necessary for Win 3.1 GrcupWIS8 '14.1 Servers Year 2000 Ready No update necessary for NLJ14 and OS/2 GrcupWlSe '14.1 Cflent for Not being tested - Macintosh Upgrade to GN 5.2 GrcupWlSe '14.1 Clients for Not being tested - DOS and Unix Upgrade to ~ GrcupWise v4.1 Servers Not being tested - for DOS and Unix Upgrade to GrcupWIS8 4.1 NLM or GN 5.2 GrcupWise '14.1 Not being tested - PhoneAa:ess (0SJ2) Uppe to GN 5.2 GrcupWlSe '14.1 Language Currently testing Q2 1998 . Versions GrcupWlSe Async Year 2000 Ready No update necessary Gateway (NLM. OS/2) GrcupWlSe API Gateway Ye~2000 Ready No update necessary (NLM. OS/2) - GrcupWIS8 Async Not being tested - Gateway (DOS) '14.1 Upgrade to ~ Gateway (NLMl or GW 5.2 GrcupWise Fax/Print Not being tested - Gateway (DOS) v2.0 No Upgrade Path GroupWlSe cc:Mail Year 2000 Ready No update necessary Gateway (OS/2) GroupWlSe MS Mail Year 2000 Ready No update necessary Gateway (OS/2) GrcupWlSe Notes Year 2000 Ready No update necessary Gateway (NLM. OS/2) GrcupWlSe Pager Year 2000 Ready No update necessary Gateway (NLM) GroUPWIS8 SMTPIMIME Year 2000 Ready No update necessary Gateway (NLM. OS/2) GrcupWlSe X.25 Gateway Year 2000 Ready - No update necessary (OS/2) http://www.novell.com/p2000/producthtml -. v. I.) 5/13/98 LAN WorkPlacellAN WorkGroup Return to top of document 11 Status Date Y2K Update or Product Upgrade Available LAN Worf<Place Pro 5.1 Year 2000 Ready with patch UDdate available (LWPRO) 32bit LAN Worf<Place 5 for Year 2000 Ready with patcI1 UDdate aVaJlable WI03.1. 16 bit LAN WorXGroup 5.01e Year 2000 Ready with patch UDdate 3VaJlable ~ ~ Wo~roup 4.2 and Not being tested . upgrade to LAN lY pnorverszons WorXGrouo 5.01e (LWPRO) 32brt MultiProtocol Router Products Returntotopofdocument . Date Y2K Update or Product Status Upgrade Available NetWare Enterprise Yeaqooo Ready No update necessary Router 16 WAN Port v3.1 NetWare Enterprise Not being tested - Upgrade to NetWare Router v3.0 Enten:lrise Router 16 WAN Port v3.1 or Borner Manaaer v2.1 NetWare BranchUnk Year 2000 Ready No update necessaay Router 2 WAN Port v3.1 NetWare BranchUnk Not being tested - Upgrade to NetWare Router v3.0 BranchUnk Router 2 WAN Port v3.1 or Borner Manaaer v2. 1 MultiProtocol Router Not being tested . Upgrade to Borner v2.2 and prior versions Manaaer v2.1 WAN Extensions v3.1 Year 2000 Ready No update necessaay WAN Extensions v3.0 Not being tested - Upgrade to WAN Extensions v3.1 or Border Manaaer v2. 1 SNA Extensions v3.1 Not being tested - No Upgrade Path SNA Extensions v3.a Not being tested - No Upgrade Path Host Connectivity Retumtotopofdoamtent : Date Y2K Update or Product - Status Upgrade Available NetWare for SAA.v3.0 Year 2000 Ready No update necessary NetWare for SAA v2.0 Year 2000 Ready No update necessary NetWare for SAA v2.2 Qnd. Year 2000 Ready No update necessary Services Manager) NetWare for SAA: ASJ400 Edition Year 2000 Ready No update necessaay intraNetWare for SAA: ASJ400 Year 2000 Ready No update necessary Edition 2 (mistaken as SAA 2.3 also) NetWare HostPrint/40a Year200a Ready No update necessaay NetWare Hostprint 1.11 Year 2000 ready with patch UCdate avaDable NetWare Hostprint 1.1 and prior Not being tested - Upgrade to . veniions HostPrirrt 1.11 intraNetWare Host Publisher Year 2000 Ready No update necessary NetWare for SAA 1.3b Not being tested . Upgrade to . http://www.novell.com/p2000/producthtml - -;;:-- ..... ......... \:J 5/13/98 "Z> - .. ~. _.- -- GroupWlSe X-400 Year 2000 Ready No update necessary Gateway (NLM. 0SJ2) GroupWlSe v4.1 SNADS Gateway Gateway (NLM, OS/2) Supported but not Y2K tested.. Applications that use gateway should be useJ1developer tested for Y2K issues. GroupWISe v4.1 Gateway OfficeVlSionNM&PROFS Supported but not Gateway(NLM. OS/2) Y2K tested.. Applications that use gateway should be useJ1developer tested for Y2K issues. GrcupWISe v4.1 MHS Not being tes1ed - Gateway (NLM, DOS) No Upgrade Path InForms v4.2 See third Dartv Droduct list InForms v4.1 and prior Upgrade to Informs , versions (AD components) 4.2 . Soft Solutions v4.1 Not being tested . Border Manager Return to top of document Product Status Date Y2K Update or Upgrade Available Border Manager v2. 1 Year 2000 Ucdate available Ready Border Managerv2.1: Portuguese, French, gurrentIy Q2 1998 Italian. Gennan, Spanish Testing FastCache 1.0 Year 2000 No update necessary Ready Network Management Return to top of document Status Date Y2K Update or Product Upgrade Available ManageWlSe v2.5 - Year 2000 Ready Ucdate available ManageWlSe v2. 1 and prior Not being tested - Upgrade to , versions ManaaeWlSe 2.5 ManageWlSe Agent for Wl/'ldows Currently testing Q31998 NT Server v2.1 NetWare Management Agent Year 2000 Ready No update necessary (NMA) v2.1 NetWare Services Manager (all Not being tested - No upgrade versions) path avadable NetWare Management System Net being tested - Upgrade to v2. 1 and prior versions ManaaeWlse 2.5 LANalyzer for Windows v2.2 Year 2000 Ready No update necessary NetWare LANalyzer Agent v1.1 Not being tested - Upgrade to and prior versions \.ANalyzer Aaent 1.21 LANtern Network Moniter for Not being tested . no upgrade Ethernet (aU versions) path LANtern Services Manager (aU Not being tested . no upgrade versions) path ~ http://www.novell.comlp2000/product.html 5/13/98 '.' .. .. . ........ -..._n_n..____ - -- .- Oataperfect Novell InfoCentral No longer supported by Novell Envoy No longer supported by Novell Quattro Pro No longer supported by Novell Additional Items Return to top of document Product Status Date Y2K Update or Upgrade Available Btrieve v6.1 Oc (shipped Year 2000 Ready (tested by No update necessary with foN.J 3. 12) Novell) Btrieve v6.1Of (shipped with Year 2000 Ready (tested by No update necessary foN.J 4.11) NeveU) . NetWare SDK14 C Year 2000 Ready CUnentIy Available Libraries OSASDK Year 2000 Ready CUnentIy Available Net8asic Upgrade to OSA SDK . Java Class Libraries Upgrade to OSA SDK Java Environment for Upgrade to OSA SDK . Ne1Ware ORB Upgrade to OSA SDK Pert 5 Saipting Upgrade to OSA SDK . Radius 1.0 Year 2000 Ready No update necessary Trader Year 2000 Ready No update necessary VlsuaJ Components Upgrade to OSA SDK MH5-aIJ versions and Not being tested - Upgrade to components GroUDWIS8 v5.2 JPX/SPX Year 2000 Ready No update necessary Return to toD of document Cisclaimer.This table is a work in progress and is provided "AS lS"without any warranties. Novell expressly disclaims any warranties or representatiorlS as to the accuracy or completeness of the contents and expressly disclaims any implied warranties Qf merchantabirlty or fitness for a particular purpose. The contents are not suitable for use in all situations. and any use by you of the contents is at your own risk. Readers are advised this infonnation is updated from time to time as new data is available. NoveU will not be liable for damages of any kind, induding direct. consequential [mducfll'lg loss of profits. business. or data) or spedal damages. wtuch may arise out of or result from reliance en or use of this infonnation. NoveU makes no warranty or representation reganfmg any third-party producls; such products are provided "AS IS." Users interested in the Year 2000 readineSs of these. produC!S. or corresponding warranty infonnation, should contact the respective third-party product manufacturer. r ~stant NaVigator ~GO F A NOVELL HOME> YEAR 2000 ~ I Product Status I Third Party Products I Year 2000 Uodates I Testina Criteria I White Paoe http://www.novell.com/p2000/producthtmI 5/13/98 "'2.1.( NetWare for SAA 1.3b I I SAA V2.2 or SAA: AS/400 Edition 2 Dial-inJDial-Out Connectivity Return to top of document Product Status Date Y2K Update or Upgrade Available NetWare Connect Year 2000 Ready No update necessary v2.0 NetWare Connect Not being tested - Upgrade to NetWare v1.0 Connect v2.0 or Border Manaaer v2. 1 NetWare Connect Year 2000 Ready Ucdate available View v2.0 NFSIUNIX Products Return to top of docurnent Product Status Date Y2K Update or Upgrade Available intraNetWare NFS Services v2.3 Year 2000 No update necessary rll1traNetWareiNetWare 4 Edition) Ready intraNetWare NFS Services v2.12 Year 2000 No update necessary Ready intraNetWare NFS Services v2.1 Year 2000 No update necessary Ready intraNetWare NFS Services v1.2c Year 2000 No update necessary Ready intraNetWare Print Services for UNIX (UPS) Year 2000 No update necessary v2.12 Ready . NetWare UNIX Print Services v2. 1 ~ 0513011998 NetWare NFS v1.2c1NFS Gateway v1.2 Year 2000 No update necessary Bundle Ready FleXIJP v1.2c Year 2000 - No update necessary Ready NFS Starter Kit v1.x Currently 0513011998 testing WordPerfect Products Retumtotopofdocurnent Novell no longer supports any WordPerfect products and is not addressing any Year 2000 issues with any WordPerfect product. Date Y2K Update or Product Status Upgrade Available WofdPerfectJPerfect Office - all Upgrade to Corel versions and platforms WordPerfecl SUIte WordPerfect Language Modules - all No longer supported by NoveU Presentations - aU No longer supported by Novell PerfectWor1<s - aU No longer supported by Novell PerfectWor1<s for Kids No longer supported by NoveU CallerlD No longer supported by NoveU I I DataPerfect No longer supported by I http://www.novell.comlp2000/product.html -. ~ 5/13/98 . ------ - - -. -- - - - ~ Schedule B Premium Service Contacts (Continued) Please fill out address information for any additional subscriptions you qualify for or wish to purchase under the MLA: Loc:ation/Program Name: Address: City, StIte, Zip: Phone/F3lC E-mail: Loc:ation/Program Name: Address: City, Stare, Zip: Phone/F3lC E-mail: Loc:ationlProgram Name: Address: City, Stare, Zip: Phone/FlL'C E-mail: Loc:ationlProgram Name: Address: City, State, Zip: PhonetF3lC E-mail: Loc:ation/Program Name: Address: City, Stare, Zip: Phone/Fax: E-mail: Loc:ationlProgram Name: Address: City, Slatl:, Zip: Phone/Fax: E-mail: / Loc:ationlProgram Name: Address: City, Slatl:, Zip: Phone/Fax: E-mail: Loc:ationlProgram Name: Address: City, Stare, Zip: Phone/Fax: E-mail: Turn in completed form to DIS with order for Premium Services. Novell/Washington.MLA 5, Schedule B. Premium Service Contacts -z..{ Schedule B Premium Service Contacts for Washington State lVll.A Agency Information: Primary Support Site AgerJcy Name: AddI:e$: Clty, State,~ AgerJcy Conf::ri' PhcDePmaE-mail: AmmalD.is::oulJ1edMai'llo: ~llCeFee: $ Hoffine SupportSe!edion (Required) (please choose one ofthefoUowing) Note that the specification of comacts and/or incidcms, and of the number of subscriptions, must follow the allotment specified Premium Service Guide. AIry variance in this ScbcduIe fi'om such allotment does not commit Novell to any additional services. [1 Stmdard Opticn (Unlimited Incidents) Number of comacts _ Number ofNovell Support Connection CD Subscrlptious_ OR . [ 1 Incident Option (Unlimited Contacts) Number of incidents _ Number ofNove11 Support Conm:etion CD Sobscrlptious_ - Service and Support Autho~on Number (Assigned by Novell): Support Con1ads (please identify the appropriate Support Contacts and Novell Support Connection CD Subscriptions below. Ifadditional space ~ required, attach additional copies of this schedule. LocationlProgram Name: LocationlProgram Name: Address: City, State, Zip: PhoneIFax: Address: City, Stale, Zip: PhoneIFax: l- E-mail: E-mail: NovelllWashington:MLA 5, Schedule B, Premium Service Contacts '. NOVELL l\1LA AGENCY COORDINATOR This form is to be completed only after your Agency has signed a Membership Agreement for Novell MIA Software with the Department of Information Services (DIS). The individual listed below has read and understands the obligations set forth in the Membership Agreement for Novell MIA Software and will be responsible for coordinating all activity between the Agency and DIS for Novell MLA Software Products accordingly. As the Novell MLA Agency Coordinator, he/she will be responsible for the accurate accounting of all Novell Software Products, maintenance and other services purchased from DIS by the Agency and the annual self-audit report This form, when properly completed and returned to DlS, will enable the Agency Coordinator to purchase Novell MLA Software Products, maintenance and services by any means authorized. by the Agency and duplicate from Novell Master Software copies for Agency's intema1 use. By means of a properly executed Novell MLA Location Coordinator form, the Agency Coordinator may authorize other personnel within the Agency to purchase Novell MLA Software Products, maintenance and services from DIS and duplicate such Software. The purchase and duplication of Novell MLA Software Products by personnel other than the Agency Coordinator, however, does not relieve the Agency Coordinator of hisIher responsibility to accurately account for all Novell MLA Software products purchased from DlS. AGENCY NAME: Signature of the person who executed the Membership Agreement for Novell MLA Software on behalf of Agency: NOVELL i\lL\ AGENCY COORDIN,\ TOR Name: //.? A: v ,,-1 , ("; ",< 'r/ ( c' Telephone Number: ::3-.:-("/_ C// 7 _ </c:. z(/" Street Address: Y c;( / r!: ,5 ,0 Mail Address: rc /d.-'.,L / /.:57J '-'.<-,?: ----: }'('" CttylZlJI. /. i! . L C..;, <i' C'~ ~_ ~ /,/-/ / ,),,5 C;,.:l- ,/ Fax Number: ~J r.;- ~ - <//7-, -/c: t7 7' IntemetAddress: .:r ^--' ft:'s(:X v'@ oc 'If'{-fl-',~.J " Signature: (~~,-} ,-, c:;~.-< <./ When completed, this form should be returned to: DlST~~ow~BrommgServices 605 E. 11th Avenue PO Box 42445 Olympia, W A 98504 ~!!~ Washington State Department of ~iiP Information Services NOVELL l\1LA LOCATION COORDINATOR This form is to be completed only after your Agency has signed a Membership Agreement for Novell MLA Software and a Novell MLA. Agency Coordinator form with the Department oflnformation Services (DIS). When the signature of the Novell MLA Agency Coordinator is provided in the designated space, the individual listed below will be authorized to purchase Novell :MLA Software products, maintenance and services from DIS by any means authorized by the Agency and duplicate from Novell Master Software copies for Agency's internal use. As a Novell MLA Authorized Purchaser, it is the responsibility of the individual identified below to report all new purchases or duplication of Novell MLA Software Products, maintenance or services to the Novell MLA Agency Coordinator to ensure that an accurate count of all Novell purchases can be maintained by the Agency. AGENCY NAME: DIS Agency or Sub-Agency Account Number: Name of Novell MLA Age~cy Coordinator (print): Signature of Novell MLA Agency Coordinator: NOVELL i\lL\ LOCATION COORDINATOR Name: ~/7 K</ ~;f"c~'r>x ,J Telephone Number: vc;. C/.. V /7. Y (: J / -->-.- ., '-..( Street Address: 5'2 I ( u Mail Address: r c ,~i<6-v / / ,.5'e)' ,.,. 7,. I LY /"" ""lty,lol]J: -;,0< ~ Co" .. r " c;. C./ ;?-' /..{ ~ P 2(:~ - Fax Number: v~, t1" - 7'/ 7 - </ ~ ~ <;. IntemetAddress: If... ~c jCR~'@; c.{. </ /hC-/l.' C'-'rn Signature: When completed, this form should be returned to: DIS Technology Brokering Services 605 E. 11 th Avenue PO Box 42445 Olympia, W A 98504 ~!!~ Washington State Department of ~iiP Information Services NOVELL MLA AGENCY COORDINATOR This fOIm is to be completed only after your Agency has signed a Membership Agreement for Novell MIA Software with the Department of Information Services (DIS). The individual listed below has read and understmds the obligations set forth in the Membership Agreement for Novell MLA. Software and will be responsible for coordinating all activity between the Agency and DIS for Novell MLA Software Products accordingly. As the Novell MLA Agency Coordinator, he/sbc will be respODBlble for the accurate accounting of all Novell Software Products, mllmtP.nllnr.e and other services purchased from. DIS by the Agency and the annual self-audit report. This foxm, when properly completed and returned to DIS, will enable the Agency Coordinator to purchase Novell MLA Software Products, mainteDance and services by any means authorized by the Agency and duplicate &om Novell Master Software copies for Agency's U,tP.mllt use. By means of a properly executed Noven MLA Locatio" Coordinator foxm, the Agency Coordinator may authorize other persmmel within the Agency to purchase Novell MLA Software Products, maintenance and services from DIS and duplicate such Software. The purchase and duplication of Novell MLA Software Products by personnel other than the Agency Coordinator, however, does DOt relieve the Agency Coordinator of hisIher responsibility to accurately account for all Novell MLA Software products purchased from DIS. AGENCY NAME: Signature of the penon who executed the Membership Agreement/or Novell MLA Software on behalf of Agency: NOVELL i\ll.\ , r\GE~CY COORDI!\.\TOR Name: L I A.../ U 1-) k fI (>;f I A /L/ t Telephone Number: S v' (/7'/. $I' /7- y?./;:( StreetAddress: 30:;/ ;: 0---:!- MailAddress: rrC ,oL1j/ / / ,,~ cityizip: ~,< /- &:.. ",:-.c.-o '?'jd ,Pd.9~.:<. ~ Fax Number: :J,(,~ t.:7 - 5/> 7., r ~ P' 7' Internet Address: ..I "-" F (' 5 (- ^.: I/@> 0 Ly'-::;,-o-,( ). Eo)/>7 Signature: When completed, this form should be returned to: DIS Technology Brokering Services 605 E. 11th Avenue PO Box 42445 Olympia,'W A 98504 ~!!~ Washington State Department of ~iiP.lnformation Services NOVELL MLA LOCATION COORDINATOR This form is to be completed only after your Agency has signed a Membership Agreement for Novell MLA Software and a Novell MLA Agency Coordinator fOIm with the Department ofInfOImation Services (DIS). When the signature of the Novell MLA Agency Coordinator is provided in the designated space, the individual listed below will be authorized to purchase Novell MLA Software products, maintenance and services from DIS by any means authorized by the Agency and duplicate from Novell Master Software copies for Agency's iD~ use. As a Novell MLA. Authorized Purchaser, it is the responsibility of the individual idp.uriiied below to report all new purchases or duplication ofNove11 MLA Software Products, maintP.nance or services to the Novell MLA Agency Coordinator to ensure that an accurate count of all Novell purchases can be maintained by the Agency. AGENCY NAME: DIS Agency or Sub-Agency Account Number: Name ofNovelll\fiA Age~cy Coordinator (Print): Signature of Novell MLA Agency Coordinator: NOVELL !\IL.\ LOCATION COORDINATOR Name: Telephone Number: Street .Address: Mail Address: City, Zip: Fax Number: Internet .Address: Signature: When completed, this form should be returned to: rnST~moID~Brok~gS~c~ 60S E. 11th Avenue PO Box 42445 Olympia, W A 98504 ~!!~ Washington State Department of ~ijP Information Services MLA Self-Audit Order Form ~Iease note: This form must be filled out In its entirety and accompanied by a purchase order or it will not be accepted by 018. l Agency Name: Customer certifies that the self-audlt as required under the MLA has been completed and that all Information contained herein Is true and correct. AddresslMall Stop: Signature: Name (please print): Title: Purchase Order #: Date: Retum completed form to: Name of person completing Audit: DIS Technology Brokering Services 605 E. 11th Avenue Phone: Fax: Olympia, WA 98504 Mall Stop 42444 Please refer to the current DIS Novell MLA Software Products Price Ust for products that are available under the MLA. Please type or print both the Product Name and Part Number. Product Ucense Descripbon .PrevIously New Upgrade Pnce Total Price Total Price Malnl Fee Total Pnce Tolal Maintenance Dates and Pari Number Purchased "Audit "'Variance Nodes/ Nodes/ Per Per Per Per Per Fee Nodes/Copies Results Copies Copies Node/Copy for Node/Copy for Nodes/Copies Node/Copy Node/Copy for Beginning End to Date Ucense Fee Ucense Fee Ordered Malnl Fee Name: - - Name: - - Name: - - Name: - - Name: - - .Prevlously Purchased Nodes/Copies to Date-This Is a total Node or copy count for licenses that have been purchased IItrough or grandfalltered Into lite MLA, Including Maintenance purchased for licenses onglnally purchased outside lite MLA. "Audit Results-ThIs Is lite total number of nodes/copies found In the seIf-audll Maintenance must be paId on aU of lItese Nodes/copies. **'Variance-This Is lite difference between lite audit results and lite previously purchased Nodes/copies to date. BolIt Ucense and Maintenance Fees must be paid on lItese Nodes/copies. MLA Standard Form - Self-Audit Order Form MLA5 Department of Information Services Telecommunication Services Division 605 East 11th Avenue Olympia, W A 98504-2445 (360) 902-0300