Schedule 4 to Master License Agreement between Merrill Lynch, Pierce, Fenner & Smith Incorporated and Level 8 Technologies, Inc.

Contract Categories: Intellectual Property › License Agreements
Summary

This agreement is an addendum to a Master License Agreement between Merrill Lynch, Pierce, Fenner & Smith Incorporated and Level 8 Technologies, Inc. It grants Merrill Lynch a perpetual enterprise license to use specific software products for a total fee of $6,015,622.43. Maintenance services are provided through January 1, 2001, with an initial fee of $202,773.79, and annual maintenance fees of $902,343.36 for the following three years. Payment terms and acceptance conditions are specified. The agreement is effective as of September 30, 2000.

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EX-10.23A 18 0018.txt SCHEDULE 4 TO MASTER LICENSE AGREEMENT EXHIBIT 10.23A LEVEL 8 8000 Regency Parkway . Cary, North Carolina 27511 . Phone: 919 ###-###-#### . Fax: 919 ###-###-#### Schedule 4 ================================================================================ Once completed and signed by both parties, this Schedule 4 forms part of the Master License Agreement ("Agreement") entered into on 24 October 1996 between Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Customer") and Seer Technologies, Inc., and assigned by Seer Technologies, Inc. to Level 8 Technologies, Inc. ("Level 8") on 17 February 2000, the terms and conditions of which are incorporated by reference herein. Customer: Merrill Lynch, Pierce, Fenner & Smith Incorporated Address: 103 Morgan Lane, Planesboro, New Jersey 08536 Effective Date of this Schedule 4: 30 September 2000 License Term: perpetual
- ------------------------------------------------------------------------------------------------------------------------------ Product Code Product Name Version Total License Fees - ------------------------------------------------------------------------------------------------------------------------------ Geneva-AP Geneva AppBuilder (formerly SEER*HPS) 5.4.1 $6,015,622.43 - -------------------------------------------------------------------------------------------------- Geneva-EIT Geneva Enterprise Integrator 9.0 - ------------------------------------------------------------------------------------------------------------------------------
1. LICENSE GRANT: Level 8 grants Customer an enterprise license to use the Licensed Products listed above. 2. MAINTENANCE SERVICES: Notwithstanding the provisions of Section 5 of the Agreement: Customer will receive Maintenance Services from the Effective Date of this Schedule through 1 January 2001 and Customer shall pay $202,773.79 for this initial maintenance period. Thereafter for the next three years, Customer will pay upon renewal an Annual Maintenance Fee of $902,343.36, which is equal to 15% of the License Fees, paid above. At that time, Level 8 and Customer will negotiate the new renewal rate for the Annual Maintenance Fees. 3. PAYMENT: License Fees and the initial Maintenance Fees are due upon execution of this Schedule and payable within 30 days. Thereafter, an Annual Maintenance Fee is due by 1 January of each year. 3. ACCEPTANCE: Section 2 of the Agreement is deleted and replaced as follows: The Licensed Products, as listed above, will be deemed accepted by Customer upon execution of this Schedule 4. MERRILL LYNCH, PIERCE, FENNER & SMITH LEVEL 8 TECHNOLOGIES, INC. INCORPORATED By:..................................... By:.................................. Name:................................... Name:................................ Title:.................................. Title:............................... Date:................................... Date:................................