{"id":42815,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/software-license-agreement-vi-visualize-inc-and-accrue2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"software-license-agreement-vi-visualize-inc-and-accrue2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/software-license-agreement-vi-visualize-inc-and-accrue2.html","title":{"rendered":"Software License Agreement &#8211; VI\/Visualize Inc. and Accrue Software Inc."},"content":{"rendered":"<pre>                           SOFTWARE LICENSE AGREEMENT\n\n\n           This License Agreement ('Agreement') made as of July 1, 1997\n('Effective Date'), between VI\/Visualize, Inc. ('Visualize'), a Nevada\ncorporation, having as its principal place of business at 1819 E. Morten, Suite\n210, Phoenix, Arizona 85020 and Accrue Software, Inc. ('Accrue'), a Delaware\ncorporation, having its principal place of business at 1275 Orleans Drive,\nSunnyvale, CA 94089.\n\n                                    RECITALS\n\n           A. Visualize has developed and owns certain computer software known\nas Visualize DataVista SDK (defined below as the 'Product').\n\n           B. Accrue wishes to include certain aspects of the Product in\nexecutable form in web analysis products Accrue is developing (defined below as\nthe 'Application').\n\n           C. Visualize wishes to license the Product to Accrue and Accrue\nwishes to license the Product from Visualize on the terms and conditions set\nforth herein.\n\n                              TERMS AND CONDITIONS\n\n           1. DEFINITIONS\n\n              1.1 'Product' is defined as any component of the Visualize\nDataVista SDK ('DataVista'), as described in Exhibit A that is supplied to\nAccrue under the terms of this Agreement, including all Documentation, Product\nReleases and Maintenance Releases.\n\n              1.2 'Documentation' is defined as the 'Visualize DataVista SDK\nReference Manual' in electronic or printed form and the 'DataVista HTML Class\nLibrary Reference.'\n\n              1.3 'Product Release' is defined as a major enhancement or\nrestructuring of the Product. A Product Release is identified by an integer\nversion number, for example, Visualize DataVista SDK, Version 2.0.\n\n              1.4 'Maintenance Release' is defined as an update to an existing\nrelease which adds minor features or corrects documented bugs. A Maintenance\nRelease is identified by a decimal integer appended to the Product Release\nnumber, for example, Visualize DataVista SDK, Version 2.1.\n\n              1.5 'Application' is defined as the software programs including\nenhancements and future versions thereof into which Accrue wishes to integrate\nthe Product, as more fully described in Exhibit C.\n\n\n\n\n\n           2. LICENSE OF PRODUCT\n\n              2.1 LICENSE: Visualize hereby grants to Accrue a perpetual,\nnon-exclusive (except as set forth below), worldwide license (i) to copy and\nincorporate all or part of Product, in object code (.class files) in\nApplication(s), (ii) to market, distribute, license and sublicense, without\nrestriction, Application(s) which incorporate the Product and any modifications,\nenhancements, and\/or alterations thereto, (iii) to develop Applications\nincorporating the Product and to modify and enhance the Product for such\ndevelopment, (iv) to grant trial licenses of Applications incorporating the\nProduct, and (v) to grant sublicenses to the above licenses. If and when the\nsource code to the Product is released to Accrue under Section 4.9 below,\nVisualize hereby grants Accrue a perpetual, non-exclusive (except as set forth\nbelow), worldwide, royalty-free license to use the source code to support and\nmaintain the Product as well as make modifications and enhancements thereto\n(including enhancements that maintain competitiveness of the Product with then\nmarket standards) in support of Accrue's rights to market, distribute, and\nlicense Applications which incorporate the Product. Accrue may not, without\nVisualize's written consent, distribute the Product as a stand-alone product or\notherwise use the Product in a manner inconsistent with this license agreement,\nexcept that Accrue may distribute Maintenance Releases and Product Releases on a\nstand-alone basis to its end users of the Application. Visualize will not\ndirectly or indirectly license the Product or any similar or successor product\nto Andromedia, Inc. or NetGenesis, Inc. or any parent or subsidiary of the\nforegoing for use in a product that competes with Application(s) for one year\nfrom the Effective Date of this Agreement.\n\n              2.2 CONSIDERATION: For the rights and license granted herein,\nAccrue will pay Visualize as provided in Exhibit B attached hereto. [*] payments\nto Visualize will be made [*], with the first payment due on October 31, 1998.\n\n              2.3 PROPRIETARY RIGHTS: Accrue agrees that the Product is and\nshall remain the sole property of and proprietary to Visualize. Nothing in this\nAgreement shall alter these rights and no title to or ownership of the Product\nis transferred to Accrue. Each party may use the trademarks or name of the other\nin promotional and advertising material related to distribution of the Product\nprovided such use is consistent with the standards of the other party and is\napproved by such party before use of the material. Any such material not\ndisapproved within five working days will be deemed approved.\n\n              2.4 DELIVERY OF PRODUCT: Upon the execution of this Agreement,\nVisualize shall deliver to Accrue the Product, (by CD-ROM, magnetic diskettes,\nor electronically for installation on Accrue's computers) and such other\ndiskettes, CD-ROMs, manuals, examples, and other information as may relate to or\ncomprise the Product, including without limitation the items described on\nExhibit A hereto. The Product will be shipped to Accrue at the address set forth\non the signature page or such other address specified by Accrue in writing.\nVisualize may package and ship the product in any commercially reasonable\nmanner. Thereafter, Visualize will deliver to Accrue, without charge (by CD-ROM,\nmagnetic diskettes, or electronically for\n\n---------------\n\n* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED\n  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\n\n                                      -2-\n\ninstallation on Accrue's computers) any Product Releases and Maintenance\nReleases and one master copy of any changes to the related Documentation\npromptly when available.\n\n              2.5 TAXES: Accrue is responsible for all applicable sales, use,\npersonal property, excise or other similar taxes or export and import taxes,\nduties, and charges, however designated (except only for tax based on the net\nincome of Visualize or franchise tax arising from Visualize's activities) and\nsuch taxes shall be paid directly by Accrue or reimbursed by Accrue to\nVisualize, as necessary, without reducing the amount otherwise due to Visualize\nhereunder.\n\n           3. SUPPORT AND MAINTENANCE\n\n              3.1 SUPPORT: Visualize will provide Accrue, free of charge, with\nphone and email technical support [*] for the term of the contract. Such support\nwill be available only during the hours of 8 a.m. to 5 p.m. Pacific Standard\nTime. Accrue will provide technical support to its end users, and Visualize will\ninterface only with one primary and back-up Accrue appointed technical support\nrepresentative on any technical support related issues.\n\n              3.2 TRAINING: Visualize will provide Accrue, [*] with\n24 consulting hours, all or part of which may be used in an on site training\nvisit by a Visualize developer to Accrue, travel at Visualize's expense.\n\n3.3 MAINTENANCE: Visualize will provide, [*] promptly when available, Product\nReleases and Maintenance Releases to Accrue during the term of this Agreement.\nMaintenance Releases will be provided to fix bugs, whether or not reported by\nAccrue, and to provide minor enhancements to the Product. If Accrue reports a\ndocumented, reproducible bug in Product that significantly impairs the\nintended functionality of the Application, then Visualize will use its best\nefforts to provide a specific correction within 7 business days.  Visualize\nshall notify Accrue of its plans to release any Product Release or Maintenance\nRelease as soon as practicable prior to the scheduled release date, and in no\nevent less than twenty (20) days prior to such release.\n\n           4. COVENANTS\n\n              4.1 CONFIDENTIALITY: Each party will keep confidential any\nconfidential information relating to (i) the Product or to the other party's\nbusiness, finances, marketing and technology to which it obtains access and (ii)\nthe terms and conditions of this Agreement, and each party agrees that it will\ntake reasonable precautions to protect such confidential information of the\nother party, or any part thereof to the same extent it protects its own similar\nconfidential information from any use, disclosure or copying, except to the\nextent technical information relating to the Product is used, or copied by\nAccrue for the purpose of (i) developing Application(s) incorporating the\nProduct pursuant to this Agreement (ii) obtaining any necessary governmental\napprovals, or (iii) otherwise performing its rights or obligations as\ncontemplated by this Agreement. Confidential information of a party shall not\ninclude information which (i) is or becomes publicly known through no fault of\nthe other party, (ii) is disclosed to the other party by a third party who had\nlawfully obtained such information and without a breach of such third\n\n---------------\n\n* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED\n  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\n\n                                      -3-\n\n\n\nparty's confidentiality obligations, (iii) is developed independently by the\nother party, or (iv) the party has given written permission to the other party\nto not keep confidential. A party wishing to use or disclose information based\non any of the foregoing exceptions will have the burden of proving the\napplicability of such exception by objective or verifiable evidence and will in\nno event use such information prior to 30 days after notice of such intention to\nthe other party hereto.\n\n              4.2 INJUNCTIVE RELIEF: In the event of a breach of any of the\nprovisions of Section 4.1, the parties agree that there would be no adequate\nremedy at law, and accordingly the parties agree that the non-breaching party,\nin addition to any other available legal or equitable remedies, is entitled to\nseek injunctive relief against such breach without any requirement to post bond\nas a condition of such relief.\n\n              4.3 COPYRIGHT PROTECTION: Accrue shall include with all copies of\nProduct any copyright notices included in the object code version of the Product\n(to the extent such inclusion is technically feasible and reasonable, given the\nparties' intended use of Product), and shall comply with Visualize's reasonable\nwritten instructions regarding protection thereof under applicable copyright\nlaws.\n\n              4.4 REVERSE COMPILING: Accrue shall not attempt to create or\npermit others to attempt to create, by reverse compiling or disassembling or\notherwise, any part of the source program for the Product from the object code\nor from other information made available to the Accrue. Accrue authorizes\nVisualize to incorporate means for frustrating such reverse compilation or\ndisassembly in the Product.\n\n              4.5 COPIES: Accrue may make machine readable copies of each\nProduct and copies of the Documentation and other documents as necessary for the\nuse authorized in this Agreement. All copies, whether in machine readable,\nprinted, or other form, are part of the Product and Accrue must include on all\nsuch material Visualize's notice of its proprietary rights in the form set forth\nin the Product as delivered to Accrue.\n\n              4.6 ACCESS: Accrue may disclose and make the Product accessible to\nits employees, contractors and agents only to the extent needed to exercise the\nlicenses granted hereunder.\n\n              4.7 GENERAL PAYMENT TERMS: Past due amounts will accrue interest\nat a rate of one percent (1%) per month. The prevailing party in any legal\naction brought by one party against the other and arising out of this Agreement\nshall be entitled to reimbursement of all costs and reasonable attorney's fees\nincurred by such party.\n\n              4.8 SOFTWARE AUDIT RIGHTS: Visualize shall have the right, using\nan independent auditor or agent and not more than once each calendar year during\nthe term of this Agreement, upon thirty (30) days prior written notice to\nAccrue, to enter Accrue's premises during normal business hours to inspect\nAccrue's records to verify compliance by Accrue with the terms of this\nAgreement. Accrue agrees to cooperate with Visualize in any such inspection. All\ncosts of such audit shall be borne by Visualize provided that if any such audit\nreveals an\n\n\n\n                                      -4-\n\n\n\nunderpayment of 5% or more during the audited period, the costs of such audit\nshall be borne by Accrue, and Accrue shall promptly pay the amount of the\nunderpayment plus accrued interest.\n\n              4.9 PRODUCT SOURCE CODE: Visualize shall, at its sole cost and\nexpense, establish a software escrow account with an escrow agent satisfactory\nto Accrue on or before the Effective Date and shall deposit a copy of the source\ncode and object code for the Product and existing Documentation, manuals, logic\ndiagrams, flow charts, operating instructions other materials describing the\nprogramming, design and use of the Product. After the Effective Date, Visualize\nshall deposit into the escrow account all source code and object code for\nMaintenance Releases and Product Releases and then-existing documentation upon\ndelivery of such releases to Accrue. The parties and the escrow agent shall\nexecute the Escrow Agreement attached hereto as Exhibit D on or before the\nEffective Date. Should Visualize become insolvent, declare bankruptcy or be\ndeclared bankrupt by a competent tribunal, make an assignment for the benefit of\ncreditors, cease to conduct business in the normal course, or cease support of\nthe Product for more than 60 days, Accrue shall be entitled to obtain from the\nescrow account a complete copy of the escrow materials, including the Product\nsource code, from such escrow account, which Accrue shall have the right to use\nas set forth in the source code license in Section 2.1 above. In the event\nVisualize resumes rendering requested Support and Maintenance, the source code\nwill be returned to the escrow account and be subject to the terms and\nconditions of this section governing access to such source code.\n\n           5. WARRANTIES AND INDEMNIFICATION\n\n              5.1 EXPRESS WARRANTY: Visualize represents and warrants to Accrue\nthat it has all necessary corporate power and authority to enter into this\nAgreement, to consummate the transactions contemplated hereby, and to license\nthe Product to Accrue, and that such license does not conflict with or infringe\nany rights of any third party (including, without limitation, any copyrights,\npatent rights or trade secrets), or any agreement to which Visualize is bound or\nthe Product is subject.\n\n              5.2 LIMITED WARRANTY: Visualize hereby warrants to Accrue that the\nProduct will conform to its published specifications in all material respects.\nThis warranty is limited and shall not apply if failure of the Product to\nconform to published specifications results from (i) improper use of the\nProduct; or (ii) operation of the Product outside the environmental conditions\nspecified on the User Documentation; or (iii) modifications to the Product not\nmade by Visualize. This warranty does not apply to any release of the Product\nthat is designated 'beta test software' or 'pre-release software' by Visualize.\n\n              5.3 EXCLUSION OF IMPLIED WARRANTIES: ANY AND ALL OTHER WARRANTIES\nAS TO THE PRODUCT AND USER DOCUMENTATION, INCLUDING IMPLIED WARRANTIES OF\nMERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE, ARE SPECIFICALLY\nEXCLUDED, WAIVED, AND NEGATED.\n\n              5.4 LIMITATION OF LIABILITY: NEITHER VISUALIZE NOR ITS OFFICERS,\nEMPLOYEES, OR DIRECTORS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR\nCONSEQUENTIAL DAMAGES, SUCH AS, BUT NOT LIMITED TO,\n\n\n\n                                      -5-\n\n\n\nLOSS OF ANTICIPATED PROFITS OR BENEFITS, LOSS RESULTING FROM THE USE OF THE\nPRODUCT OR ARISING OUT OF ANY BREACH OF ANY WARRANTY. EXCEPT AS EXPRESSLY\nPROVIDED IN THIS AGREEMENT, VISUALIZE SHALL HAVE NO LIABILITY FOR ANY CLAIM OF\nANY KIND OR NATURE, INCLUDING BUT NOT LIMITED TO VISUALIZE'S NEGLIGENCE, ARISING\nOUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, OR IN CONNECTION WITH ANY USE OR\nOTHER EMPLOYMENT OF ANY PRODUCT LICENSED TO THE CUSTOMER HEREUNDER, WHETHER SUCH\nLIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, OR OTHERWISE,\nWHICH MAY BE ASSERTED BY THE CUSTOMER. EXCEPT FOR IN RESPECT OF THIRD-PARTY\nCLAIMS PURSUANT TO SECTION 5.6 HEREIN, VISUALIZE'S AGGREGATE LIABILITY TO THE\nCUSTOMER FOR ALL LOSS AND DAMAGE WHETHER IN NEGLIGENCE, CONTRACT OR OTHERWISE,\nARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE OPERATION OR FAILURE\nTO OPERATE OF THE PRODUCT, SHALL IN ANY EVENT BE LIMITED TO AMOUNTS PAID TO\nVISUALIZE BY ACCRUE UNDER THIS AGREEMENT.\n\n              5.5 NOTIFICATION: Accrue shall notify Visualize in writing of any\nclaim or other legal proceeding involving the Product promptly after it becomes\naware of any such claim of proceeding, and will also report all claimed or\nsuspected failures of the Product to conform to the Documentation promptly after\nAccrue becomes aware of any such claimed or suspected failure, during the term\nof the Agreement.\n\n              5.6 INDEMNIFICATION BY VISUALIZE: Visualize will defend,\nindemnify, and hold harmless Accrue against any claim that the Product\n(including Maintenance Releases and Product Releases) infringes any claim of\ncopyright or trademark of any third party, or any claim under any patent or\npatent application, or that the foregoing incorporate any misappropriated trade\nsecrets of a third party, provided that Accrue gives Visualize prompt written\nnotice thereof, grants Visualize sole control of the defense and any related\nsettlement negotiations, cooperates with Visualize in the defense of such claim\nand does not agree to settle any such claim without Visualize's written consent.\nIf use of the Product is finally enjoined, or if Visualize anticipates the\npossibility of such an injunction, Visualize, at its option, will either (i)\nprocure for Accrue the right to use the Product under the same terms and\nconditions of this Agreement, (ii) replace the Product with a substantially\nequivalent program the use of which is not so enjoined, or if neither of the\nforegoing options is reasonably available, (iii) terminate Accrue's license and\nrefund the license fee paid for the Product. Notwithstanding the limitations on\nliability contained in Section 5.4, in the event that, as a result of a breach\nby Visualize of the provisions of Section 5.1 or if pursuant to this Section 5.6\nAccrue is required to replace copies of the Applications containing the Product\nwhich has been distributed to Accrue's end users, or to refund any part of the\nfees paid by such end users, Visualize shall reimburse Accrue for all such\nreasonable replacement costs or refunds, as well as all reasonable costs\nincurred in removing copies from distribution channels. Notwithstanding the\nforegoing, Visualize shall have no liability to Accrue if the infringement\nresults from (a) use of the Product in combination with other software or\nhardware, if the Product alone would not have been so infringing, (b)\nmodifications to the Product not made by Visualize if such infringement would\nhave been avoided by the absence of such modification, or (c) use of other than\nthe versions of the Product\n\n\n\n                                      -6-\n\n\n\nmost recently offered to Accrue within the preceding six month period if such\ninfringement would have been avoided by use of such current versions. THE\nFOREGOING STATES THE ENTIRE LIABILITY OF VISUALIZE, AND THE SOLE REMEDY OF\nACCRUE, WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR\nCONTRACTUAL RIGHTS OF THIRD PARTIES BY THE PRODUCT(S) OR ANY PARTS OR RELEASES\nTHEREOF.\n\n              5.7 EXCLUSIVE REMEDIES: Except in case of infringement of a third\nparty intellectual property right, Accrue's exclusive remedies for any claims\nagainst Visualize arising out of the Agreement shall be limited to the\nfollowing, at the option of Visualize: (a) replacement by Visualize of the\nProduct with software acceptable to Accrue that functions substantially in\naccordance with the User Documentation; (b) repair by Visualize of the Product,\nby patch or work around, so that it functions substantially in accordance with\nthe User Documentation or; (c) refund by Visualize of the money paid by Accrue\nand received by Visualize in respect to the Product. Accrue acknowledges that\nthis Section 5.7 limits its remedies in the event that Visualize has breached\nany of its obligations to Accrue. WITHOUT LIMITING THE FOREGOING, VISUALIZE AND\nACCRUE AGREE THAT IF ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS\nESSENTIAL PURPOSE, ALL OTHER LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH\nHEREIN SHALL REMAIN IN EFFECT.\n\n           6. TERM AND TERMINATION\n\n              6.1 TERM - TERMINATION FOR CONVENIENCE: The term of this Agreement\nwill be three years from the Effective Date. Notwithstanding the foregoing,\nAccrue may terminate this Agreement upon 60 days notice to Visualize.\n\n              6.2 TERMINATION FOR CAUSE: The occurrence of any of the following\nevents shall constitute a default under the terms of this Agreement, and a cause\nfor termination of this Agreement:\n\n                  (a) The failure by Accrue to pay Visualize any amount on or\nbefore the date payment is due, sixty (60) days after receipt of written notice\nnotifying Accrue of such failure (to allow Accrue to cure such default); or\n\n                  (b) The failure of a party to cure any breach of any material\nterm of this Agreement (other than non-payment) within thirty (30) days of\nreceipt of written notice thereof.\n\n              6.3 EFFECT OF TERMINATION: If this Agreement expires or is\nterminated for any reason, the license granted hereunder shall terminate, and\nAccrue's right to distribute the licensed Product shall end immediately,\nprovided however, Accrue shall have the right to distribute the licensed Product\nincorporated into its Applications which are in Accrue's inventory at the time\nof expiration or termination for a period of three (3) months thereafter,\nproviding royalties on such sales are paid as set forth in Exhibit B. Within\nthree months following such termination, Accrue shall return or destroy all\ncopies of Product in Accrue's possession (other\n\n\n\n                                      -7-\n\n\n\nthan one copy, for support of existing licenses) and certify in writing that all\nother copies of Product have been destroyed or returned. Notwithstanding any\nconflicting provision herein, following termination of this Agreement and for so\nlong thereafter as is necessary for Accrue to satisfy obligations for support\nand maintenance services to its end users, Accrue shall have a limited license\nto use and modify a copy of the Product solely for such purposes, provided\nhowever that Accrue shall provide mutually acceptable assurances to Visualize\nwhich are appropriate under the circumstances. None of Accrue's existing\nsublicenses to end users for Product in Accrue's application(s) shall be\naffected by any termination of this Agreement and such licenses shall remain in\nfull force and effect until the end of their then respective terms. After\ntermination, Accrue shall also have the right to continue to obtain the same\nsupport and maintenance services from Visualize as set forth in this Agreement,\nincluding the right to distribute Maintenance Releases and Product Releases to\nAccrue's end users, at Visualize's then standard rates and payment terms.\n\n              6.4 NO DAMAGES FOR TERMINATION: Neither Visualize nor Accrue shall\nbe liable to the other for lost profits or incidental, punitive or consequential\ndamages relative to termination of this Agreement in accordance with Section 6.1\nor 6.2 even if advised of the possibility of such damages.\n\n              6.5 SURVIVAL: Sections 2.3, 3.3 (except as modified by Section\n6.3), 4.1, 4.2, 5 ,6 and 7, as well as Accrue's obligations to pay Visualize all\nsums due hereunder and all provisions regarding limitations of liability and\nremedies, shall survive termination or expiration of this Agreement.\n\n           7. MISCELLANEOUS PROVISIONS\n\n              7.1 NO JOINT VENTURE: This is an Agreement between separate legal\nentities and neither is the agent or employee of the other for any purpose\nwhatsoever. The parties do not intend to create a partnership or joint venture\nbetween themselves. Neither party shall have the right to bind the other to any\nAgreement with a third party or to incur any obligation or liability on behalf\nof the other party.\n\n              7.2 WAIVER: The failure of either party to exercise any of its\nrights under this Agreement or to require the performance of any term or\nprovision of this Agreement, or the waiver by either party of such breach of\nthis Agreement, shall not prevent a subsequent exercise or enforcement of such\nright or be deemed a waiver of any subsequent breach of the same or any other\nterm or provision of this Agreement. Any waiver of the performance of any of the\nterms or conditions of this Agreement shall be effective only if in writing and\nsigned by the party against which such waiver is to be enforced.\n\n              7.3 VALIDITY: If any of the terms and provisions of this Agreement\nare invalid or unenforceable, such terms or provisions shall not invalidate the\nrest of the Agreement which shall remain in full force and effect as if such\ninvalidated or unenforceable terms or provisions had not been made a part of\nthis Agreement. In the event this Section 7.3 becomes operative, the parties\nagree to attempt to negotiate a settlement that carries out the economic intent\nof the term(s) found invalid or unenforceable.\n\n\n\n\n                                      -8-\n\n\n              7.4 FORCE MAJEURE: If circumstances beyond the control of the\nparties shall temporarily make it impossible for either or both of them to\nperform their agreements hereunder, then the principles of force majeure shall\napply and the rights and obligations of the parties shall be temporarily\nsuspended during the force majeure period to the extent that such performance is\nreasonably affected thereby. If such circumstances continue for 60 days, the\nperforming party may terminate the Agreement.\n\n              7.5 NOTICES: All notices and other communications herein provided\nfor shall be sent by postage prepaid, via registered or certified mail or\nFederal Express, return receipt requested, or delivered personally to the\nparties at their respective addresses as set forth on the first page of this\nAgreement or to such other address as either party shall give to the other party\nin the manner provided herein for giving notice or by e mail or facsimile to the\nappropriate contact listed in Section 7.11 below. Notice by mail, e mail and\nfacsimile shall be considered given on the date received. Notice delivered\npersonally shall be considered given at the time it is delivered.\n\n              7.6 TRANSFER, ETC: Neither party may assign, transfer, or delegate\nthis Agreement or any such party's right and obligation hereunder to any third\nparty hereto except as provided in this subsection, without the consent of the\nother party, which consent shall not be unreasonably withheld. Either party may\nassign this Agreement in its entirety to a subsidiary or affiliate so long as\nsuch party remains primarily liable for its obligations hereunder. In addition,\neither party may assign this Agreement in its entirety to any party that\nacquires a majority of such party's stock or substantially all of such party's\nassets relating to that portion of such party's business that is related to the\nsubject of this Agreement. Any attempted assignment, delegation, or transfer in\ncontravention of this subsection shall be null and void.\n\n              7.7 SUCCESSORS AND PERMITTED ASSIGNS: This Agreement shall inure\nto the benefit of and be binding upon each of the parties hereto and their\nrespective successors and permitted assigns.\n\n              7.8 COMPLETE AGREEMENT: This Agreement contains the whole\nagreement between the parties concerning the subject matter hereof and there are\nno collateral or precedent representations, agreements, or conditions not\nspecifically set forth herein. Any modification or amendment of any provision of\nthis Agreement must be in writing, signed by the parties hereto and dated\nsubsequent to the date hereof.\n\n              7.9 LAWS GOVERNING AGREEMENT: The validity of this Agreement and\nthe rights, obligations, and relations of the parties hereunder shall be\nconstrued and determined under and in accordance with the laws of the State of\nArizona. Any dispute arising hereunder will be decided binding arbitration by a\npanel of three arbitrators (one selected by each party, and the third arbitrator\nselected by the first two arbitrators) under the rules of the American\nArbitration Association in Phoenix, Arizona.\n\n              7.10 NO THIRD PARTY BENEFICIARIES: The provisions of this\nAgreement are solely for the benefit of the parties hereto, and not for the\nbenefit of any other person, persons, or legal entities.\n\n\n\n\n                                      -9-\n\n\n              7.11 CONTACTS. The initial principal contacts for notices under\nthis Agreement shall be as follows:\n\n\n\n\n\n                                        Visualize             Accrue\n                                        ---------             ------\n                                                        \nAdministrative\/Business Contact:      Neal Bangerter          Simon Roy\n\nEngineering                           David Krider            Bob Page\n\nPR\/Marketing                          Troy Whisenhunt         Theresa Marcroft\n\n\n\n           IN WITNESS WHEREOF, the parties have executed this Agreement as of\nthe Effective Date set forth above.\n\n\nACCRUE SOFTWARE, INC.                          VISUALIZE, INC.\n\nBy:    \/s\/ Simon Roy                           By:   \/s\/ Neal K. Bangerter  \n    ---------------------------------              ----------------------------\n\nName:  Simon Roy                               Name:  Neal K. Bangerter      \n       ------------------------------                 -------------------------\n\n\nTitle: President and CEO                       Title: President              \n       ------------------------------                 -------------------------\n\nDate:  July 9, 1997                            Date:  July 1, 1997           \n       ------------------------------                 -------------------------\n\n\n\n                                      -10-\n\n\n                                    Exhibit A\n\n\n'Product' for the purposes of this Agreement is defined as the following:\n\nVisualize DataVista SDK consisting of the set of software and documentation\ncomponents necessary to integrate Visualize DataVista SDK into Application.\nThese include the following:\n\n-          Runtime .class files for redistribution with Application and the\n           output of Application created by end-users.\n\n-          Javadoc generated HTML API documentation.\n\n-          DataVista SDK Manual and Tutorial.\n\n-          Use of developer key (which unlocks the functionality of the library)\n           for the term of Agreement. The developer key remains the exclusive\n           property of Visualize, and may not be transferred or disclosed to a\n           third party without written permission from Visualize, unless such\n           disclosure is necessary to implement the intent and purpose of this\n           Agreement.\n\n\n\n   12\n\n                                    Exhibit B\n\n           1.0 PAYMENT - Accrue will pay [*] upon execution of Agreement.\nThis amount is non-refundable, and will be applied against future earned and\nminimum royalties. Except as noted below, Accrue will pay [*] from the sale of\neach Application to each end user, subject to [*]. In the event Accrue's price\nfor the Application [*] Accrue will pay either [*]. Accrue will not pay\nroyalties for services provided to end users in respect of the Application\n(including without limitation maintenance and support services and distribution\nof Maintenance Releases and Product Releases) or trial licenses to an unlimited\nnumber of end users. After the first year, Accrue will pay [*]. The amount by\nwhich the sum [*] exceeds the earned royalty (the 'unearned excess') will be\nnon-refundable, but will apply against future royalties. The [*] payment will be\nwaived for [*]. Royalties will in no event [*].\n\n           2.0 MOST FAVORED TERMS - If Visualize grants more favorable terms, on\nbalance, to any other licensee for the same software, license rights, level of\nsupport, volumes, and term of license, Visualize will promptly so inform Accrue\nand extend the same terms to Accrue. Accrue will have 60 days from the time\nVisualize extends such terms to Accrue to accept the new terms. In the event\nthat Accrue declines to accept the new terms within the 60 day period, this\nagreement will remain in full force and Accrue will not be retroactively\nentitled to the alternate terms.\n\n\n\n---------------\n\n* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED\n  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\n\n                                    Exhibit C\n\n\nCUSTOMER APPLICATIONS\\\nDESCRIPTION\n\nThe Application is defined to be Accrue Insight and Insight follow-on products\nwhich include the Visualize DataVista SDK. Accrue Insight is a web analysis tool\nenabling analysis of Web sight information and other data integrated into the\nInsight data store.\n\n\n\n\n\n                                 PREFERRED PLUS\n                           TECHNOLOGY ESCROW AGREEMENT\n\n                            Account Number __________\n\n           This Agreement is effective ____________, 19__, among Data Securities\nInternational, Inc. ('DSI'), VI\/Visualize, Inc. ('Depositor'), and Accrue\nSoftware, Inc. ('Preferred Registrant'), who collectively may be referred to in\nthis Agreement as 'the parties.'\n\n           A. Depositor and Preferred Registrant have entered or will enter into\na license agreement, development agreement, and\/or other agreement regarding\ncertain proprietary technology of Depositor. To distinguish from this Agreement,\nthe other agreement(s) will be referred to as 'the license agreement.'\n\n           B. Depositor desires to avoid disclosure of its proprietary\ntechnology except under certain limited circumstances.\n\n           C. The availability of the proprietary technology of Depositor is\ncritical to Preferred Registrant in the conduct of its business and, therefore,\nPreferred Registrant needs access to the proprietary technology under limited\ncircumstances.\n\n           D. Depositor and Preferred Registrant desire to establish an escrow\nwith DSI to provide for the retention, administration and controlled access of\nthe proprietary technology materials of Depositor.\n\n           E. The parties desire this Agreement to be supplementary to the\nlicense agreement pursuant to 11 United States [Bankruptcy] Code, Section\n365(n).\n\nARTICLE 1 - DEPOSITS\n\n           1.1 Obligation to Make Deposit. Upon the signing of this Agreement by\nthe parties, Depositor shall deliver to DSI the proprietary information and\nother materials ('deposit materials') required to be deposited by the license\nagreement or, if the license agreement does not identify the materials to be\ndeposited with DSI, then such materials will be identified on an Exhibit A. If\nExhibit A is applicable, it is to be prepared and signed by Depositor and\nPreferred Registrant. DSI shall have no obligation with respect to the\npreparation, signing or delivery of Exhibit A.\n\n           1.2 Identification of Tangible Media. Prior to the delivery of the\ndeposit materials to DSI, Depositor shall conspicuously label for identification\neach document, magnetic tape, disk, or other tangible media upon which the\ndeposit materials are written or stored. Additionally, Depositor shall complete\nan Exhibit B to list each such tangible media by the item label description, the\ntype of media and the quantity. The Exhibit B must be signed by the Depositor\nand delivered to DSI with the deposit materials. Unless and until Depositor\nmakes the initial deposit with DSI, DSI shall have no obligation with respect to\nthis Agreement, except the\n\n\n\n\n\n\nobligation to notify the parties regarding the status of the deposit account as\nrequired in Section 2.2 below.\n\n           1.3 Deposit Inspection. When DSI receives the deposit materials and\nthe Exhibit B, DSI will conduct a deposit inspection by visually matching the\nlabeling of the tangible media containing the deposit materials to the item\ndescriptions and quantity listed on the Exhibit B. In addition to the deposit\ninspection, Preferred Registrant may elect to cause a verification of the\ndeposit materials in accordance with Section 1.6 below.\n\n           1.4 Acceptance of Deposit. At completion of the deposit inspection,\nif DSI determines that the labeling of the tangible media matches the item\ndescriptions and quantity on Exhibit B, DSI will sign the Exhibit B and mail and\ncopy thereof to Depositor and Preferred Registrant. If DSI determines the\nlabeling does not match the item descriptions or quantity on the Exhibit B, DSI\nwill (a) note the discrepancies in writing on the Exhibit B; (b) sign the\nExhibit B with the exceptions noted; and (c) provide and copy of the Exhibit B\nto Depositor and Preferred Registrant. DSI's acceptance of the deposit occurs\nupon the signing of the Exhibit B by DSI. Delivery of the signed Exhibit B to\nPreferred Registrant is Preferred Registrant's notice that the deposit materials\nhave been received and accepted by DSI.\n\n           1.5 Depositor's Representations. Depositor represents as follows:\n\n               a. Depositor lawfully possesses all of the deposit materials\ndeposited with DSI;\n\n               b. With respect to all of the deposit materials, Depositor has\nthe right and authority to grant to DSI and Preferred Registrant the rights as\nprovided in this Agreement;\n\n               c. The deposit materials are not subject to any lien or other\nencumbrance; and\n\n               d. The deposit materials consist of the proprietary information\nand other materials identified either in the license agreement or Exhibit A, as\nthe case may be.\n\n           1.6 Verification. Preferred Registrant shall have the right, at\nPreferred Registrant's expense, to cause a verification of any deposit\nmaterials. A verification determines, in different levels of detail, the\naccuracy, completeness, sufficiency and quality of the deposit materials. If a\nverification is elected after the deposit materials have been delivered to DSI,\nthen only DSI, or at DSI's election an independent person or company selected\nand supervised by DSI, may perform the verification.\n\n           1.7 Deposit Updates. Unless otherwise provided by the license\nagreement, Depositor shall update the deposit materials within 60 days of each\nrelease of a new version of the product which is subject to the license\nagreement. Such updates will be added to the existing deposit. All deposit\nupdates shall be listed on a new Exhibit B and the new Exhibit B shall be signed\nby Depositor. The processing of all deposit updates shall be in accordance with\nSections 1.2\n\n\n\n                                       -2-\n\n\n\nthrough 1.6 above. All references in this Agreement to the deposit materials\nshall include the initial deposit materials and any updates.\n\n           1.8 Removal of Deposit Materials. The deposit materials may be\nremoved and\/or exchanged only on written instructions signed by Depositor and\nPreferred Registrant, or as otherwise provided in this Agreement.\n\nARTICLE 2 - CONFIDENTIALITY AND RECORDKEEPING\n\n           2.1 Confidentiality. DSI shall maintain the deposit materials in a\nsecure, environmentally safe, locked receptacle which is accessible only to\nauthorized employees of DSI. DSI shall have the obligation to reasonably protect\nthe confidentiality of the deposit materials. Except as provided in this\nAgreement, DSI shall not disclose, transfer, make available, or use the deposit\nmaterials. DSI shall not disclose the content of this Agreement to any third\nparty. If DSI receives a subpoena or other order of a court or other judicial\ntribunal pertaining to the disclosure or release of the deposit materials, DSI\nwill immediately notify the parties to this Agreement. It shall be the\nresponsibility of Depositor and\/or Preferred Registrant to challenge any such\norder, provided, however, that DSI does not waive its rights to present its\nposition with respect to any such order. DSI will not be required to disobey any\ncourt or other judicial tribunal order. (See Section 7.5 below for notices of\nrequested orders.)\n\n           2.2 Status Reports. DSI will issue to Depositor and Preferred\nRegistrant a report profiling the account history at least semi-annually. DSI\nmay provide copies of the account history pertaining to this Agreement upon the\nrequest of any party to this Agreement.\n\n           2.3 Audit Rights. During the term of this Agreement, Depositor and\nPreferred Registrant shall each have the right to inspect the written records of\nDSI pertaining to this Agreement. Any inspection shall be held during normal\nbusiness hours and following reasonable prior notice.\n\nARTICLE 3 - GRANT OF RIGHTS TO DSI\n\n           3.1 Title to Media. Depositor hereby transfers to DSI the title to\nthe media upon which the proprietary information and materials are written or\nstored. However, this transfer does not include the ownership of the proprietary\ninformation and materials contained on the media such as any copyright, trade\nsecret, patent or other intellectual property rights.\n\n           3.2 Right to Make Copies. DSI shall have the right to make copies of\nthe deposit materials as reasonably necessary to perform this Agreement. DSI\nshall copy all copyright, nondisclosure, and other proprietary notices and\ntitles contained on the original deposit materials onto any copies made by DSI.\n\n           3.3 Right to Sublicense Upon Release. As of the effective date of\nthis Agreement, Depositor hereby grants to DSI a non-exclusive, irrevocable,\nperpetual, and royalty-free license to sublicense the deposit materials to\nPreferred Registrant upon the release, if any, of the deposit\n\n\n\n                                      -3-\n\n\n\nmaterials in accordance with Section 4.5 below. Except upon such a release, DSI\nshall not sublicense or otherwise transfer the deposit materials.\n\nARTICLE 4 - RELEASE OF DEPOSIT\n\n           4.1 Release Conditions. As used in this Agreement, 'Release\nConditions' shall mean the following:\n\n               a. Depositor's failure to carry out its support and maintenance\nobligations imposed on it pursuant to the license agreement for a period of 60\ndays; or\n\n               b. Existence of any one or more of the following circumstances,\nuncorrected for more than thirty (30) days entry of an order for relief under\nTitle 11 of the United States Code; the making by Depositor of a general\nassignment for the benefit of creditors; the appointment of a general receiver\nor trustee in bankruptcy of Depositor's business or property, or action by\nDepositor under any state insolvency or similar law for the purpose of its\nbankruptcy, reorganization, or liquidation; or\n\n               c. Depositor's failure to continue to do business in the ordinary\ncourse.\n\n           4.2 Filing For Release. If Preferred Registrant believes in good\nfaith that a Release Condition has occurred, Preferred Registrant may provide to\nDSI written notice of the occurrence of the Release Condition and a request for\nthe release of the deposit materials. Upon receipt of such notice, DSI shall\nprovide a copy of the notice to Depositor, by certified mail, return receipt\nrequested, or by Federal Express or equivalent.\n\n           4.3 Contrary Instructions. From the date DSI mails the notice\nrequesting release of the deposit materials, Depositor shall have ten business\ndays to deliver to DSI Contrary Instructions. 'Contrary Instructions' shall mean\nthe written representation by Depositor that a Release Condition has not\noccurred or has been cured. Upon receipt of Contrary Instructions, DSI shall\nsend a copy to Preferred Registrant by registered or certified mail, return\nreceipt requested, or by Federal Express or equivalent. Additionally, DSI shall\nnotify both Depositor and Preferred Registrant that there is a dispute to be\nresolved pursuant to the Dispute Resolution section of this Agreement. Subject\nto Section 5.2, DSI will continue to store the deposit materials without release\npending (a) joint instructions from Depositor and Preferred Registrant, (b)\nresolution pursuant to the Dispute Resolution provisions, or (c) order of a\ncourt.\n\n           4.4 Release of Deposit. If DSI does not receive Contrary Instructions\nfrom the Depositor, DSI is authorized to release the deposit materials to the\nPreferred Registrant or, if more than one registrant is registered to the\ndeposit, to release a copy of the deposit materials to the Preferred Registrant.\nHowever, DSI is entitled to receive any fees due DSI before making the release.\nThis Agreement will terminate upon the release of the deposit materials held by\nDSI.\n\n           4.5 Use License Following Release. Unless otherwise provided in the\nlicense agreement, upon release of the deposit materials in accordance with this\nArticle 4, Preferred Registrant shall have a non-exclusive, non-transferable,\nirrevocable right to use the deposit\n\n\n\n                                      -4-\n\n\n\nmaterials for the sole purpose of continuing the benefits afforded to Preferred\nRegistrant by the license agreement. Preferred Registrant shall be obligated to\nmaintain the confidentiality of the released deposit materials.\n\nARTICLE 5 - TERM AND TERMINATION\n\n           5.1 Term of Agreement. The initial term of this Agreement is for a\nperiod of one year. Thereafter, this Agreement shall automatically renew from\nyear-to-year unless (a) Depositor and Preferred Registrant jointly instruct DSI\nin writing at any time after one year that the Agreement is terminated; or (b)\nthe Agreement is terminated by DSI for nonpayment in accordance with Section\n5.2. If the deposit materials are subject to another escrow agreement with DSI,\nDSI reserves the right, after the initial one year term, to adjust the\nanniversary date of this Agreement to match the then prevailing anniversary date\nof such other escrow arrangements.\n\n           5.2 Termination for Nonpayment. In the event of the nonpayment of\nfees owned to DSI, DSI shall provide written notice of delinquency to all\nparties to this Agreement. Any party to this Agreement shall have the right to\nmake the payment to DSI to cure the default. If the past-due payment is not\nreceived in full by DSI within one month of the date of such notice, then DSI\nshall have the right to terminate this Agreement any time thereafter by sending\nwritten notice of termination to all parties. DSI shall have no obligation to\ntake any other action under this Agreement so long as any payment due to DSI\nremains unpaid.\n\n           5.3 Disposition of Deposit Materials Upon Termination. Upon any\ntermination of this Agreement by joint instruction of Depositor and Preferred\nRegistrant, DSI shall destroy, return, or otherwise deliver the deposit\nmaterials in accordance with such instructions. Upon any termination for\nnonpayment, DSI may, at its sole discretion, destroy the deposit materials or\nreturn them to Depositor. DSI shall have no obligation to return or destroy the\ndeposit materials if the deposit materials are subject to another escrow\nagreement with DSI.\n\n           5.4 Survival of Terms Following Termination. Upon any termination of\nthis Agreement, the following provisions of this Agreement shall survive:\n\n               a. Depositor's Representations (Section 1.5).\n\n               b. The obligations of confidentiality with respect to the deposit\nmaterials.\n\n               c. The licenses granted in the sections entitled Right to\nSublicense Upon Release (Section 3.3) and Use License Following Release (Section\n4.5), if a release of the deposit materials has occurred prior to termination.\n\n               d. The obligation to pay DSI any fees and expenses due.\n\n               e. The provisions of Article 7.\n\n               f. Any provisions in this Agreement which specifically state they\nsurvive the termination or expiration of this Agreement.\n\n\n\n                                      -5-\n\n\nARTICLE 6 - DSI'S FEES\n\n           6.1 Fee Schedule. DSI is entitled to be paid its standard fees and\nexpenses applicable to its services. DSI shall notify the parties at least 90\ndays prior to any increase in fees. For any service not listed on DSI's standard\nfee schedule, DSI will provide a quote prior to rendering the service, if\nrequested.\n\n           6.2 Payment Terms. SDI shall not be required to perform any service\nunless the payment for such service and any outstanding balances owned to DSI\nare paid in full. All other fees are due upon receipt of invoice. If invoiced\nfees are not paid, DSI may terminate this Agreement in accordance with Section\n5.2. Late fees on past due amounts shall accrue at the rate of one and one-half\npercent per month (18% pre annum) from the date of the invoice.\n\nARTICLE 7 - LIABILITY AND DISPUTES\n\n           7.1 Right to Rely on Instructions. DSI may act in reliance upon any\ninstruction, instrument, or signature reasonably believed by DSI to be genuine.\nDSI may assume that any employee of a party to this Agreement who gives any\nwritten notice, request, or instruction has the authority to do so. DSI shall\nnot be responsible for failure to act as a result of causes beyond the\nreasonable control of DSI.\n\n           7.2 Indemnification. DSI shall be responsible to perform its\nobligations under this Agreement and to act in a reasonable and prudent manner\nwith regard to this escrow arrangement. Provided DSI has acted in the manner\nstated in the preceding sentence, Depositor and Preferred Registrant each agree\nto indemnify, defend and hold harmless DSI from any and all claims, actions,\ndamages, arbitration fees and expenses, costs, attorney's fees and other\nliabilities incurred by DSI relating in any way to this escrow arrangement.\n\n           7.3 Dispute Resolution. Any dispute relating to or arising from this\nAgreement shall be resolved by arbitration under the Commercial Rules of the\nAmerican Arbitration Association. Unless otherwise agreed by Depositor and\nPreferred Registrant, arbitration will take place in San Diego, California,\nU.S.A. Any court having jurisdiction over the matter may enter judgment on the\naward of the arbitrator(s). Service of a petition to confirm the arbitration\naward may be made by First Class mail or by Federal Express or equivalent, to\nthe attorney for the party or, if unrepresented, to the party at the last known\nbusiness address.\n\n           7.4 Controlling Law. This Agreement is to be governed and construed\nin accordance with the laws of the state of California, without regard to its\nconflict of law provisions.\n\n           7.5 Notice of Requested Order. If any party intends to obtain an\norder from the arbitrator or any court of competent jurisdiction which may\ndirect DSI to take, or refrain from taking any action, that party shall:\n\n               a. Give DSI at least two business days' prior notice of the\nhearing;\n\n\n\n                                      -6-\n\n\n               b. Include in any such order that, as a precondition to DSI's\nobligation, DSI be paid in full for any past due fees and be paid for the\nreasonable value of the services to be rendered pursuant to such order; and\n\n               c. Ensure that DSI not be required to deliver the original (as\nopposed to a copy) of the deposit materials if DSI may need to retain the\noriginal in its possession to fulfill any of its other escrow duties.\n\nARTICLE 8 - GENERAL PROVISIONS\n\n           8.1 Entire Agreement. This Agreement, which includes the Exhibits\ndescribed herein, embodies the entire understanding between all of the parties\nwith respect to its subject matter and supersedes all previous communications,\nrepresentations or understandings, either oral or written. No amendment or\nmodification of this Agreement shall be valid or binding unless signed by all\nthe parties hereto, except Exhibit A need not be signed by DSI and Exhibit B\nneed not be signed by Preferred Registrant.\n\n           8.2 Notices. All notices, invoices, payments, deposits and other\ndocuments and communications shall be given to the parties at the addresses\nspecified in the attached Exhibit C. It shall be the responsibility of the\nparties to notify each other as provided in this Section in the event of a\nchange of address. The parties shall have the right to rely on the last known\naddress of the other parties. Unless otherwise provided in this Agreement, all\ndocuments and communications may be delivered by First Class Mail.\n\n           8.3 Severability. In the event any provision of this Agreement is\nfound to be invalid, voidable or unenforceable, the parties agree that unless it\nmaterially affects the entire intent and purpose of this Agreement, such\ninvalidity, voidability or unenforceability shall affect neither the validity of\nthis Agreement nor the remaining provisions herein, and the provision in\nquestion shall be deemed to be replaced with a valid and enforceable provision\nmost closely reflecting the intent and purpose of the original provision.\n\n\n\n                                      -7-\n\n\n           8.4 Successors. This Agreement shall be binding upon and shall inure\nto the benefit of the successors and assigns of the parties. However, DSI shall\nhave no obligation in performing this Agreement to recognize any successor of\nDepositor or Preferred Registrant unless DSI receives clear, authoritative and\nconclusive written evidence of the change of parties.\n\n\n\nVI\/Visualize, Inc.\n----------------------------------             --------------------------------\nDepositor                                      Preferred Registrant\n\nBy:    Neal K. Bangerter                       By:\n   -------------------------------                -----------------------------\n\nName:  Neal K. Bangerter                       Name:\n     -----------------------------                  ---------------------------\n\nTitle: President                               Title:\n      ----------------------------                   --------------------------\n\nDate:  July 1, 1997                            Date:\n     -----------------------------                  ---------------------------\n\n\n\n\n                       Data Securities International, Inc.\n\n                       By: \/s\/ Christine A. Louie\n                           -------------------------------\n                           Christine A. Louie\n                           Vice President Finance\n                           7\/1\/97\n\n\n                                      -8-\n\n\n                                   EXHIBIT B\n\n                         DESCRIPTION OF DEPOSIT MATERIAL\n\n\n\nDeposit Account Number_________________________________________________________\n\nDepositor Company Name_________________________________________________________\n\nDEPOSIT TYPE:  _____ Initial                          __________ Supplement\n\n\nENVIRONMENT:\nHost System CPU\/OS_________________________ Version________ Backup_____________\nSource System CPU\/OS_______________________ Version________ Compiler___________\nSpecial Instructions: _________________________________________________________\n_______________________________________________________________________________\n\n\nDEPOSIT MATERIAL:\nExhibit B Name ____________________________ Version____________________________\n\nItem label description_____________________ Media ____________ Quantity _______\n\n\n\n\n\nFor Depositor, I certify that                For DSI, I certify that the   \nthe above described deposit                  deposit inspection has been   \nmaterials have been                          completed (any exceptions are \ntransmitted to DSI:                          noted above):                 \n\n\nBy___________________________                By________________________________\n\nPrint Name___________________                Print Name________________________\n\nDate_________________________                Date______________________________\n\n                                             ISE_________________ EX.B#________\n\n\n\n\n\n                                    EXHIBIT C\n\n                               DESIGNATED CONTACT\n\n                          ACCOUNT NUMBER ______________\n\n\n\n\n                                                          \nNotices to Deposit Material                                Invoices to Depositor should  \nreturns and communication,                                 be addressed to:\nincluding delinquencies to\nDepositor should be addressed to:\n\n\n\nCompany Name:         _________________________            __________________________________\nAddress:              _________________________            __________________________________\n                      _________________________            __________________________________\n                      _________________________            __________________________________\nDesignated Contact:   _________________________            Contact:__________________________\nTelephone:            _________________________            __________________________________\nFacsimile             _________________________            __________________________________\n\n\nState of \nIncorporation:        _________________________\n\n\nNotices to Deposit Material returns and communication, including delinquencies\nto Invoices to Depositor should be addressed to: Depositor should be addressed\nto:\n\nCompany Name:         _________________________            __________________________________\nAddress:              _________________________            __________________________________\n                      _________________________            __________________________________\n                      _________________________            __________________________________\nDesignated Contact:   _________________________            Contact:__________________________\nTelephone:            _________________________            __________________________________\nFacsimile             _________________________            __________________________________\n\n\n           Requests from Depositor or Preferred Registrant to change the\nDesigned Contact should be given in writing by the Designated Contact or an\nauthorized employee of Depositor or Preferred Registrant.\n\n\nContracts, Deposits Material                               Invoice inquires and fees   \nand notices to DSI should be                               remittances to DSI should be          \naddressed to:                                              addressed to:                         \n                                                           \n\n\nDSI                                                        DSI\nAttn:  Contract Administration                             Attn:  Accounts Receivable\nSuite 200                                                  Suite 1450\n9555 Chesapeake Drive                                      425 California Street\nSan Diego, CA  92123                                       San Francisco, CA  94104\nTelephone:  (619) 694-1900                                 (415) 398-7900\nFacsimile;  (619) 694-1919                                 (415) 398-7914\n\nDate: ________________________\n\n\n\n\n\n                            PREFERRED PLUS AMENDMENT\n                            TO PREFERRED REGISTRATION\n                           TECHNOLOGY ESCROW AGREEMENT\n\n                            Account Number __________\n\n\n           This document is intended to amend the Preferred Registration\nTechnology Escrow Agreement (the 'Agreement') between the undersigned parties,\nas follows:\n\n           Section 1.6 is replaced with the following:\n\n           DSI shall perform a Level One verification of the deposit materials\nupon the initial deposit and for each update. A verification determines, in\ndifferent levels of detail, the accuracy, completeness, sufficiency and quality\nof the deposit materials. A Level One verification is defined as follows: DSI\nwill cause a technically qualified DSI employee to evaluate the deposit\nmaterials in order to identify (a) the hardware and software configurations\nreasonably necessary to maintain the deposit materials, (b) the hardware and\nsoftware configurations reasonably necessary to compile the deposit materials,\nand (c) the compilation instructions. DSI will then prepare and deliver to\nDepositor and Preferred Registrant a report describing the information so\nidentified. The report will be provided within 30 days of any delivery of the\ndeposit materials. It shall be the responsibility of the Depositor, and not DSI,\nto assure that the deposit materials contain the information so identified in\nDSI's report, as well as any other information that may be required in the\nlicense agreement.\n\n           Preferred Registrant shall have the right, at Preferred Registrant's\nexpense, to cause higher levels of verification of any deposit materials. If a\nverification is elected after the deposit materials have been delivered to DSI,\nthen only DSI, or at DSI's election an independent person or company selected\nand supervised by DSI, may perform the verification.\n\n           Section 1.7 is modified to add the following:\n\n           DSI shall notify Depositor in writing semiannually of Depositor's\nobligation to make updated deposits. Within 30 days of receipt of each such\nnotice, Depositor shall certify in writing to DSI that (a) it has made the\nupdated deposits as required in the immediately preceding paragraph; or (b)\nthere has not been a release of a new version of the product since the last\ndeposit.\n\n\n\n\n\n\n\n           Except as specifically provided above, the Agreement shall remain in\nfull force and effect without modification.\n\n\n_____________________________                __________________________________\nDepositor                                    Preferred Registrant\n\nBy___________________________                By________________________________\n\nName:________________________                Name:_____________________________\n\nTitle:_______________________                Title:____________________________\n\nDate:________________________                Date:_____________________________\n\n\n\n                       Data Securities International, Inc.\n\n\n\n\n                                      -2-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6556],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9613,9616],"class_list":["post-42815","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-accrue-software-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42815","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42815"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42815"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42815"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42815"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}