{"id":42851,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/strategic-marketing-alliance-agreement-portable-software-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"strategic-marketing-alliance-agreement-portable-software-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/strategic-marketing-alliance-agreement-portable-software-corp.html","title":{"rendered":"Strategic Marketing Alliance Agreement &#8211; Portable Software Corp. and American Express Co."},"content":{"rendered":"<pre>\n                     STRATEGIC MARKETING ALLIANCE AGREEMENT\n\n\n\n        This Strategic Marketing Alliance Agreement (the \"Agreement\") is made\nand entered into as of December 17, 1997 (the \"Effective Date\") between Portable\nSoftware Corporation (\"Portable\"), a Washington corporation and American Express\nCompany (\"AmEx\"), a New York corporation.\n\n                                 R E C I T A L S\n\n        A.     Portable has developed and is licensing and marketing its Xpense\nManagement Solution enterprise software products to customers;\n\n        B.     AmEx provides, inter alia, personal and corporate credit card\nproducts and services, travel agency services, and electronic travel booking\nservices and products;\n\n        C.     Portable and AmEx desire to enter into a strategic worldwide\nmarketing alliance providing for the integration of XMS with complementary\nproducts and services of AmEx and for the marketing of XMS to Customers and\nProspects of AmEx on the terms and conditions set forth in this Agreement.\n\nNOW THEREFORE THE PARTIES AGREE AS FOLLOWS:\n\n1.      DEFINITIONS.\n\n        1.1 [*]\n\n        1.2 \"Affiliate\" shall mean with respect to any person (which for\npurposes of this definition shall include individuals and all legal entities),\nany other person directly or indirectly controlling, controlled by, or under\ncommon control with such person. For purposes of this definition, \"control\"\nshall mean the power to direct or cause the direction of, the management and\npolicies of such person whether through the ownership of voting interests, by\ncontract, or otherwise.\n\n        1.3 \"Authorized User\" shall have the meaning given to it in the Volume\nLicense Agreement and shall include [*].\n\n        1.4 \"AXI\" shall mean AmEx's corporate travel booking software product.\n\n        1.5 \"Closing\" shall mean conversion of a Lead into a Referred Customer.\n\n        1.6 \"Corporate Card\" shall mean a corporate charge, credit or\nprocurement card issued by AmEx to the employees and agents of Customers for use\nin connection\n\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\n\n\nwith travel and entertainment expenses or procurement expenses incurred on\nbehalf of Customers.\n\n        1.7 \"Customer\" shall mean a business enterprise that is authorized to\nuse the Corporate Card, [*] or XMS for its own internal business purposes.\n\n        1.8 [*]\n\n        1.9 [*]\n\n        1.10 \"Incremental Net Software License Revenue\" is the Net Software\nLicense Revenue received by Portable from an [*] during the [*] period beginning\non the effective date of the Volume License Agreement, that is attributable to\n[*]\n\n        1.11 \"Integration Program\" shall mean the integration of product and\nservice offerings of the Parties in order to add value to the customer\nexperience in using such products and services, including providing\ncompatibility between certain software products and enabling the communication\nof data between such products.\n\n        1.12 \"Lead Referral Sales Cycle\" shall mean the length of time that\nelapses between acceptance of a Lead by Portable and the closing of the\napplicable license transaction.\n\n        1.13 Net Software License Revenues shall have the meaning set forth in\nSection 7.4.\n\n        1.14 \"Party\" shall mean Portable or AmEx.\n\n        1.15 \"Prospect\" shall mean a potential Customer.\n\n        1.16 \"Referred Customer\" shall mean a Prospect with respect to which (i)\nAmEx has submitted a Lead (as defined in Section 7.1 hereof), (ii) Portable has\naccepted the Lead, and (iii) Portable has entered into a Volume License\nAgreement on or before the Lead Expiration Date. Referred Customers include\n[*] to the extent XMS is licensed for [*]\n\n        1.17 [*]\n\n        1.18 \"Technical Information\" shall mean all technical information of a\nParty that is reasonably necessary in order to carry out the Integration\nProgram, including data technologies, specifications, designs, plans, drawings,\ndata prototypes, processes, methods, know-how, software, and copyrighted or\ncopyrightable materials.\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\n                                       2\n\n\n        1.19 \"Volume License Agreement\" shall mean Portable's standard\nenterprise customer license agreement, a copy of which is attached as Exhibit A.\n\n        1.20 \"Work Plan\" shall mean a plan setting forth the specifications for\na component of the Integration Program, a description of the development tasks\nto be accomplished to complete production of such component of the Integration\nProgram, and a schedule for completion of those tasks.\n\n        1.21 \"XMS\" shall mean Portable's Xpense Management Solution software\nproduct.\n\n2. MARKETING AND LICENSING OF XMS TO [*]\n\n[*]\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n                                       3\n\n\n\n[*]\n\n3. MARKETING AND LICENSING OF XMS TO OTHER CUSTOMERS.\n\n        3.1 General. Portable and AmEx wish to cooperate in marketing XMS to\nCustomers and Prospects who are [*]. Portable agrees that it will offer XMS to\nsuch Customers on pricing terms no less favorable than those set forth in the\nthen current Master Price List (a copy of which (a) has been provided to AmEx\nprior to the execution of this Agreement and (b) shall be provided to AmEx\nwhenever such list is revised). Portable represents and warrants to AmEx that it\nhas, or will obtain as promptly as is commercially practicable, the necessary\npersonnel and capacity to adequately provide the services set forth in the\nVolume License Agreement if such Prospect becomes a Referred Customer.\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n                                       4\n\n\n        3.2 Rebate. In consideration of AmEx's efforts in promoting the use of\nXMS, Portable agrees to pay a rebate to AmEx in accordance with the provisions\nof Section 7 of this Agreement.\n\n        3.3 Future Negotiations. Upon notice from AmEx given on or before [*],\nPortable agrees to enter into negotiations regarding the remarketing and\/or\nreselling of XMS by AmEx to Prospects. Portable and AmEx each agree to negotiate\nin good faith, the terms and conditions of a remarketing or reseller license.\nWhile establishment of a reseller relationship is the long term intent of the\nParties, nothing in this Agreement shall bind either Party to enter such a\nrelationship or any other relationship other than the relationship defined in\nthis Agreement and neither Party shall have any liability to the other should a\nreseller relationship not be established.\n\n4.      INTERNAL LICENSE.\n\n        4.1 License Option. AmEx shall have the right, exercisable at any time\non or before [*] after the Effective Date, to acquire a license (the \"License\")\nto use the current version of XMS for its internal data processing operations on\nthe terms and subject to the conditions set forth in Section 4.2 and in the\nVolume License Agreement, subject to such modifications thereto as may be agreed\nthrough good faith negotiations of the Parties. The License will permit use of\nXMS by a maximum of [*] North America-based Authorized Users.\n\n        4.2 License Pricing. If AmEx exercises its option to acquire a License,\nAmEx agrees to pay to Portable, on the terms set forth in the Volume License\nAgreement, (i) a license fee of [*] and (ii) annual maintenance fees equal to\n[*] of the aggregate software license fees paid under the Volume License\nAgreement. Licenses covering additional Authorized Users may thereafter be\npurchased at a rate of [*] per Authorized User. Portable agrees, that for the\n[*] period commencing on the exercise of the License option, it will provide\nAmEx with consulting services related to AmEx's implementation of XMS at a rate\nof [*]. AmEx shall reimburse Portable for its actual travel and out-of-pocket\nexpenses incurred in connection with providing consulting services.\n\n5.      PRODUCT INTEGRATION.\n\n        5.1 Integration Program. Both Parties agree (i) that they will mutually\ndevelop Work Plans regarding the Integration Program, (ii) that each will commit\nand utilize sufficient resources to meet the milestones set forth in any aspect\nof the Integration Program and to complete development of each Integration\nProgram component in accordance with the Work Plans (including the schedule set\nforth therein), (iii) that each will use reasonable best efforts to maintain the\ncompatibility of their respective products and services [*] that are part of the\nIntegration Program either currently (as listed in the following sentence) or as\nlater added to the Integration Program by mutual agreement, and (iv) that each\nwill provide to the other, from time to time, a set of features and possible\nproduct extensions for\n\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\n\n                                       5\n\ninclusion in the Integration Program. The initial portion of the Integration\nProgram will be the design and development of [*]. The currently contemplated\nfeatures of the initial portion of the Integration Program are set forth in\nExhibit C-1. [*]\n\n        5.2 Technical Information. Each Party agrees to grant to the other Party\na nontransferable limited license, during the term of this Agreement, to use its\nTechnical Information in connection with the other Party's development of\nIntegration Program components; provided, however, if any such Technical\nInformation is owned by a third party and is non-assignable, prior to any use by\nany Party, the other Party shall (a) first obtain the consent of the owner to\nsuch transfer and (b) use its reasonable best efforts to obtain such consent.\n\n\n        5.3 No Financial Obligation. Neither Party shall have any financial\nobligation with respect to any development work undertaken by the other Party,\nexcept as may be set forth in a separate written agreement, or amendment to this\nAgreement, executed in either case by both Parties.\n\n        5.4 Support After Termination. Each Party agrees that following any\ntermination of this Agreement it will take such actions as are reasonably\nnecessary to maintain for each Customer that is a Customer of both AmEx and\nPortable the level of product and service integration that existed at\ntermination.\n\n6.      MARKETING AND SUPPORT.\n\n        6.1    Joint Marketing Responsibilities.\n\n               (a) AmEx shall participate with Portable in the development and\ndelivery of a press release announcing the relationship between AmEx and\nPortable. The press release shall be subject to the prior written approval of\nboth AmEx and Portable.\n\n               (b) All information to be disseminated externally about the\nrelationship between Portable and AmEx and the products marketed hereunder shall\nbe reviewed and approved by both Parties prior to any use or other publication.\n\n               (c) Portable and AmEx each agree, upon reasonable request, to\nprovide training to one another's sales and marketing personnel regarding the\nproducts and services that are being marketed to Customers and Prospects under\nthis Agreement and the Integration Program.\n\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\n                                       6\n\n\n               (d) The Parties agree to participate in a committee (the\n\"Steering Committee\") through designated personnel of equal number. The Parties\nintend that the Steering Committee shall meet at least once per calendar quarter\nto review the status and direction of the Parties' relationship, the Integration\nProgram, and any issues of concern to either Party regarding the matters that\nare the subject of this Agreement. All details regarding time, manner, place and\nagenda for such meetings shall be decided by the Steering Committee.\n\n        6.2    Marketing and Support Responsibilities of Portable.\n\n               (a) Portable shall provide AmEx with Portable marketing\nliterature in such quantities as are reasonably requested from time to time by\nAmEx for distribution to its Customers and other valid purposes.\n\n               (b) Portable shall provide AmEx with such reasonable access to\nappropriate sales and marketing personnel of Portable as may be mutually agreed\nby the Parties in order to present information about AmEx's products or\nservices, the Integration Program, and to conduct the training referenced in\nSection 6.1(c).\n\n               (c) Portable may provide a link from its Website to AmEx's\ncorporate services Website if requested by AmEx, and in that connection agrees\nto enter into a Hyperlink Agreement in the form annexed hereto as Exhibit D\nsubject to such modifications thereto as may be agreed through good faith\nnegotiations of the Parties. Any material presented on Portable's Website\nregarding AmEx shall be prepared by AmEx, approved in writing by Portable and\nsubject to the continuing approval of Portable and AmEx.\n\n               (d) Portable will provide warranty service and support and\nCustomer One Services to Customers, including [*] under the terms of its Volume\nLicense Agreement with each Customer.\n\n               (e) Portable agrees that copies of XMS licensed to [*] and\nReferred Customers shall include an AmEx logo on the splash screen and other\nmutually agreed areas in a manner proposed by AmEx, and subject to reasonable\napproval of Portable.\n\n        6.3    Marketing Responsibilities of AmEx.\n\n               (a) AmEx shall provide Portable with marketing literature of AmEx\nin such quantities as are reasonably requested from time to time by Portable for\ndistribution to Customers and other valid purposes.\n\n               (b) AmEx may arrange for Portable's participation in events\nsponsored or attended by AmEx that provide a forum for the joint marketing of\nXMS and the products and\/or services of AmEx (e.g. user groups, vendor fairs,\ntrade shows, seminars). Each Party will be responsible for its own out-of-pocket\nexpenses incurred in connection \n\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\n                                       7\n\nwith these events.\n\n               (c) AmEx shall provide Portable with such reasonable access to\nappropriate sales and marketing personnel of AmEx as may be mutually agreed by\nthe Parties in order to present information about Portable's products and\nservices, the Integration Program, and to conduct the training referenced in\nSection 6.1(c).\n\n               (d) AmEx may provide a link from its corporate services Website\nto Portable's Website if requested by Portable, and in that connection agrees to\nenter into the Hyperlink Agreement in the form annexed hereto as Exhibit D\nsubject to such modifications thereto as may be agreed through good faith\nnegotiations of the Parties. Any material presented on AmEx's Website regarding\nPortable shall be prepared by Portable, approved in writing by AmEx, and subject\nto the continuing approval of AmEx and Portable.\n\n               (e) AmEx shall make no representations, warranties, or guarantees\nto Prospects, Expense Manager Customers, Customers, or the trade with respect to\nthe specifications, features, or capabilities of XMS or the Customer One\nServices that are substantively inconsistent with the documentation Portable\nsupplies with XMS, the warranties and disclaimers contained in the Volume\nLicense Agreement, or the XMS literature supplied by Portable.\n\n7.      LEAD REFERRALS AND ACCEPTANCE.\n\n        7.1 Lead Referrals. AmEx agrees to provide Portable with qualified XMS\ncustomer leads (a \"Lead\") and shall be responsible for the customer development,\nmarketing, and support functions set forth in Exhibit D for which it is\ndesignated a Responsible Party. In order to be eligible to receive a rebate in\nconnection with the referral of a Lead, AmEx must complete and submit within\nthirty (30) days of pre-qualifying a referral, a \"Lead Referral Worksheet\" in\nthe form of the attached Exhibit E for each sales opportunity AmEx identifies\nfor XMS. Each Lead Referral Worksheet must be completed in all material\nrespects. A Lead Referral Worksheet may be submitted in either paper or\nelectronic form. [*]\n\n        7.2 Lead Acceptance. Portable shall act diligently in responding to\nLeads submitted by AmEx; a Lead shall be deemed accepted by Portable unless\nrejected within [*] from the date Portable receives the Lead Referral Worksheet.\nPortable may [*]\n\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n                                       8\n\n\n[*]. Any conflicts will be submitted to the Steering Committee for\nresolution. With respect to Leads that it has accepted, Portable shall be\nresponsible for the customer development, marketing, and support activities set\nforth in Exhibit E for which it is designated a Responsible Party.\n\n        7.3 Rebate Payment Eligibility. Rebate payments shall be payable by\nPortable to AmEx on each Lead accepted during the term of this Agreement, which\nis converted into a Referred Customer on or before the Lead Expiration Date. The\nLead Expiration Date shall be [*] after the date a Lead is accepted by Portable.\nLeads may be resubmitted by AmEx after the Lead Expiration Date and will be\ntreated pursuant to the terms of Section 7.2 above.\n\n        7.4 Rebate Program. For each Referred Customer, Portable shall pay to\nAmEx a rebate payment [*]\n\n               (a) Standard Rebate Rate. For transactions in which the Lead\nReferral Sales Cycle is [*] the applicable Rebate Rate shall be determined \nas follows:\n\n\n\n\n                 Range of [*]\n                 Where The Closing Occurs in This Lead         Rebate [*]\n                 Referral Sales Cycle                     Applicable Within Each Range\n \n                 -------------------------------------    -----------------------------\n                                                               \n                 Level 1   [*]                                     [*] \n\n                 Level 2   [*]                                     [*]\n\n                 Level 3   [*]                                     [*] \n\n\n\n   \n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\n                                    9\n\n               (b) Preferred Rebate Rate. For transactions in which the Lead\nReferral Sales Cycle is [*] the applicable Rebate Rate shall be determined as\nfollows:\n\n\n\n\n                 Range of [*]\n                 Where The Closing Occurs in This Lead         Rebate [*]\n                 Referral Sales Cycle                     Applicable Within Each Range\n                 -------------------------------------    -----------------------------\n                                                               \n                 Level 1   [*]                                     [*]\n\n                 Level 2   [*]                                     [*]\n\n                 Level 3   [*]                                     [*]                                     \n\n\n               (c) [*]\n\n        7.5 Reporting and Payment. (a) Portable will provide a monthly report to\nAmEx within thirty (30) days following the end of a calendar month of all\naccepted or rejected Leads submitted by AmEx and a quarterly report of [*].\nAdditional reports shall be provided by Portable at AmEx's reasonable request.\nPortable shall use diligent efforts to transition to reporting on [*] on a\nmonthly basis by September 1, 1998.\n\n        (b) Rebate payments will not be paid to AmEx until the [*] to\nwhich the payment relates are collected by Portable from a Referred Customer.\nPortable will make such payments to AmEx not later than thirty (30) days\nfollowing the end of a calendar quarter (or calendar month, after the transition\nto a monthly reporting system has occurred) based on the [*] collected by\nPortable during the applicable period.\n\n        7.6 Audit. AmEx may from time to time, but not more than once every\ntwelve (12) months, perform an audit upon reasonable notice to Portable to\ndetermine compliance with the terms of this Agreement. Any audit must be\nconducted during the hours of 8 AM and 5 PM Pacific Time by an independent\ncertified public accountant selected by AmEx and reasonably satisfactory to\nPortable and all costs of an audit shall be borne by AmEx; provided, however,\nthat if the results of an audit disclose a shortfall, Portable shall promptly\npay to AmEx the amount of such underpayment and, if the results \n\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\n                                       10\n\n\n\ndisclose a shortfall of more than two percent (2%) shall also promptly pay to\nAmEx interest on such underpayment at the rate of twelve percent per annum and\nthe reasonable costs of the audit.\n\n8.      TERM AND TERMINATION.\n\n        8.1 This Agreement shall commence on the Effective Date and, unless\nsooner terminated as provided in this Agreement, shall remain in full force and\neffect for a term of [*] (the \"Initial Term\"). Thereafter, this Agreement shall\nautomatically renew for successive [*] (each, a \"Renewal Term\"), provided,\nhowever, that a Party may terminate this Agreement on the expiration of the\nInitial Term or any Renewal Term by delivering written notice of termination to\nthe other not less than sixty (60) days before the expiration of such Initial or\nRenewal Term.\n\n        8.2 Termination. This Agreement may be terminated at any time prior to\nthe expiration of its term, as follows:\n\n               (a) By either Party by written notice to the other Party if a\nreceiver shall have been appointed over the whole or any substantial part of the\nassets of the other Party, a petition or similar document is filed by the other\nParty initiating any bankruptcy or reorganization proceeding, or such a petition\nis filed against the other Party and such proceeding shall not have been\ndismissed or stayed within sixty (60) days after such filing;\n\n               (b) By either Party upon written notice if the other Party has\nbreached the terms of this Agreement in any material respect and fails to cure\nsuch breach within thirty (30) days after receipt of written notice of such\ndefault;\n\n               (c) by AmEx if the Financial Statements provided by Portable\npursuant to Section 12.4 do not demonstrate that Portable is solvent and able to\npay its commercial insurance premiums in commercially reasonable amounts;\n\n               (d) by either Party upon written notice given upon the\nAcquisition (as defined in Section 13.5) of Portable by a [*]; and\n\n               (e) by AmEx upon the acquisition of [*] or more of the voting or\nequity securities of Portable by an AmEx Competitor.\n\n        8.3 Effect of Termination. Upon any termination or expiration of this\nAgreement:\n\n               (a) For a period of one year after the date of termination, all\napplicable books and records of Portable shall be made available to AmEx for the\npurpose of determining compliance by Portable with its obligations under this\nAgreement;\n\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\n                                       11\n\n\n               (b) Each Party shall immediately cease distribution of all items\nin its possession which bear the trademarks of the other Party, shall as\npromptly as is practicable cease all use of the trademarks of the other Party,\nand will not use any mark which is confusingly similar to any trademarks of the\nother Party;\n\n               (c) Each Party shall return to the other Party marketing\nliterature and materials of the other Party in its possession or shall destroy\nsuch items and certify their destruction to the other Party; and\n\n               (d) Each Party's rights and obligations with respect to payments\ndue hereunder as well as the provisions of Sections 2.3, 3.2, 4.1 (unless the\nAgreement has been terminated by AmEx), 4.2, 5.4, 7.4, 7.5, 7.6, 8.3, 8.4, 9,\n10, 11, 12, and 13 shall survive termination of this Agreement. In addition,\nupon a termination of this Agreement pursuant to Section 8.2(d) or Section\n8.2(e), the Parties agree that the provisions of Sections 3.1, 5.1, 5.2, 5.3,\n6.1(b), 6.1(d), 6.2, 6.3, 7.1, 7.2, and 7.3 (or such other provisions as may be\nnegotiated pursuant to Section 3.3 hereof) shall survive termination for a\nperiod of twelve (12) months.\n\n        8.4 No Damages. NEITHER PORTABLE NOR AMEX SHALL BE LIABLE TO THE OTHER\nFOR DAMAGES OF ANY KIND, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF\nGOODWILL OR LOSS OF PROSPECTIVE PROFITS, ON ACCOUNT OF THE TERMINATION OR\nEXPIRATION OF THIS AGREEMENT STRICTLY IN ACCORDANCE WITH THE TERMS OF 8.1 OR\n8.2; PROVIDED, HOWEVER, THAT A PARTY TERMINATING THE AGREEMENT FOR BREACH\nPURSUANT TO SECTION 8.2 (b) SHALL BE ENTITLED TO RECOVER FOR DIRECT DAMAGES\nCAUSED BY THE BREACH. EACH OF AMEX AND PORTABLE WAIVES ANY RIGHT IT MAY HAVE TO\nRECEIVE ANY COMPENSATION OR REPARATIONS ON TERMINATION OR EXPIRATION OF THIS\nAGREEMENT IN ACCORDANCE WITH ITS TERMS. THE PARTIES ACKNOWLEDGE THAT THIS\nSECTION 8.4 HAS BEEN INCLUDED AS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER\nINTO THIS AGREEMENT AND THAT THE PARTIES WOULD NOT HAVE ENTERED INTO THIS\nAGREEMENT, BUT FOR THE LIMITATIONS OF LIABILITY AS SET FORTH HEREIN.\n\n9.      TITLE AND COPYRIGHT.\n\n        9.1 General Overview. The Parties contemplate that the Integration\nProgram will include the joint development of technical specifications followed\nby the independent development of software modules, based in part on such\ntechnical specifications, that will integrate the products that are part of the\nIntegration Program. The Parties contemplate that such software modules will be\nincorporated in the product offering(s) of the developing Party (\"Incorporated\nModules\") and will not be independent components or software programs. [*]\n\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n                                       12\n\n\n[*]\n\n        9.2 Portable. AmEx acknowledges and agrees that, as between AmEx and\nPortable, XMS and any software module developed by Portable as part of the\nIntegration Program and used by Portable as an Incorporated Module (a \"Portable\nModule\") are and shall remain the exclusive property of Portable and that\nPortable will retain all right, title and interest thereto during the term of\nthis Agreement and thereafter. Copyright to all of the source code, object code,\ndocumentation, any other embodiment of XMS and any Portable Module belong to and\nshall remain with Portable.\n\n        9.3 AmEx. Portable acknowledges and agrees that, as between Portable and\nAmEx, any software module developed by AmEx as part of the Integration Program\nand used by AmEx as an Incorporated Module (an \"AmEx Module\") shall remain the\nexclusive property of AmEx and that AmEx will retain all right, title and\ninterest therein during the term of this Agreement and thereafter. Copyright to\nall of the source code, object code and any other embodiment of any AmEx Module\nbelong to and shall remain with AmEx.\n\n        9.4 [*]\n\n10.     LIMITATIONS OF LIABILITY.\n\n        EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 10, NEITHER PARTY SHALL BE\nLIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL\nDAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUES, LOSS OF PROFITS, OR\nCOST OF PROCUREMENT OF SUBSTITUTE TECHNOLOGY, EVEN IF THAT PARTY HAS BEEN\nADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY TO ANY\nCLAIM OR CAUSE OF ACTION WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE)\nSTRICT LIABILITY, OR BREACH OF WARRANTY, BUT SHALL NOT APPLY IF (A) A PRODUCT IS\nDETERMINED TO BE DEFECTIVE AND TO HAVE CAUSED BODILY INJURY OR DEATH, OR (B) IF\nSUCH DAMAGES ARE THE RESULT OF THE OTHER PARTY'S GROSS NEGLIGENCE OR WILLFUL\nMISCONDUCT.\n\n11.     PROPRIETARY INFORMATION AND CONFIDENTIALITY.\n\n        11.1 Proprietary Information. The Parties intend to disclose and\nexchange confidential, proprietary and trade secret, Technical Information,\ntechnical and business plans, proposed products, and marketing and sales reports\nregarding their businesses and, in the case of Portable, benchmark tests of XMS,\nthe Rebate Rates, and the pricing terms set forth in this Agreement (the\n\"Proprietary Information\").\n\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\n                                       13\n\n\n        11.2 Obligation of Confidentiality. Each Party shall protect and keep\nconfidential any and all Proprietary Information of the other Party embodied in\nany information licensed or disclosed hereunder, and shall not use, disclose or,\nexcept as permitted by Section 11.3, allow any third party access to any such\nProprietary Information, except to the extent allowed by the licenses granted in\nthis Agreement. In furtherance and not in limitation of the foregoing, each\nParty agrees to maintain the strict confidentiality of any source code delivered\nby the other Party.\n\n        11.3 Limited Access. Each Party shall use its best efforts to ensure\nthat only employees and third parties whose duties give them a need to know such\nProprietary Information of the other Party shall have access thereto. All such\npersons and entities shall be instructed to treat the same as proprietary and\nconfidential and the receiving Party shall take such other measures to protect\nthe confidentiality of such Proprietary Information as it deems reasonable under\nthe circumstances. Without limiting the generality of the foregoing, each Party\nshall require any third party to whom it discloses any Proprietary Information\nto sign a confidentiality agreement, enforceable by the other Party, whereby\nsuch third party agrees to be bound by the confidentiality provisions set forth\nin Section 11.2.\n\n        11.4 Required Disclosure. If a Party, or any of its employees, shall be\nunder a legal obligation in any administrative, governmental, or judicial\ncircumstance involuntarily to disclose any Proprietary Information of the other,\nit shall give the Party that owns such Proprietary Information (the \"Disclosing\nParty\") prompt notice thereof so that the Disclosing Party may seek an\nappropriate protective order. If the Disclosing Party is finally unsuccessful in\nobtaining such protective order, and if the Party receiving such Proprietary\nInformation (the \"Receiving Party\") or any such employee would, in the opinion\nof its counsel, be held in contempt or suffer other censure or penalty for\nfailure to disclose, disclosure pursuant to the order or decree of an\nadministrative, governmental or judicial authority with jurisdiction over such\nParty may be made by the Receiving Party or its employees without liability\nhereunder.\n\n        11.5 Permitted Disclosures. Notwithstanding the foregoing, neither Party\nshall be liable to the other with regard to any disclosure of Proprietary\nInformation of the other Party which:\n\n               (a) was known to the Receiving Party, without restriction, at the\ntime of disclosure, as shown by the files of the Receiving Party in existence at\nthe time of disclosure;\n\n               (b) is disclosed with the prior written approval of the\nDisclosing Party;\n\n               (c) was independently developed by the Receiving Party, without\nany use of the Proprietary Information and by employees or other agents of (or\nindependent contractors hired by) the Receiving Party who have not been exposed\nto such Proprietary Information; or\n\n                                       14\n\n\n               (d) becomes known to the Receiving Party, without restriction,\nfrom a source who obtained such information other than through the breach of\nthis Agreement by the Receiving Party and not otherwise in violation of the\nDisclosing Party's rights.\n\n        11.6 Remedies. The Parties recognize and acknowledge that Proprietary\nInformation may have competitive value and be of a confidential nature and that\nirreparable damage might result to the Disclosing Party if such Proprietary\nInformation were improperly disclosed by a Receiving Party to a third party.\n\n        11.7 Survival. The obligations of confidentiality and limitations of\nuse, disclosure, and access set forth herein shall survive the termination of\nthis Agreement for a period of three years from the date of such termination.\n\n12.     INDEMNIFICATION.\n\n        12.1 By Portable. Portable agrees to indemnify, defend and hold harmless\nAmEx and its Affiliates, and their respective directors, officers, employees,\nand agents, from any and all third party claims, suits and liabilities\n(including reasonable attorney's fees and expenses) arising out of or resulting\nfrom (a) any claim, suit, or proceeding, and any damages or liability therefrom\nor settlement thereof (including reasonable fees of attorneys and related costs)\nto the extent based on a claim that XMS or Portable infringes the patent,\ncopyright, trademark, trade secret, or other proprietary right of a third party,\n(b) any actual or alleged act or omission on the part of Portable, its\ndirectors, officers, employees or agents (including Affiliates and licensees) in\nthe marketing or selling of XMS or its predecessors and successors (other than\nto [*] unless the acts or omissions of Portable are primarily responsible for\nthe claims of the [*]), whether or not such acts or omissions occurred prior to\nthe Effective Date.\n\n        12.2 By AmEx. AmEx agrees to indemnify, defend and hold harmless\nPortable and its Affiliates, and their respective directors, officers, employees\nand agents, from any and all claims, suits and liabilities (including reasonable\nattorney's fees and expenses) (a) arising out or resulting from any actual or\nalleged act or omission on the part of AmEx, its directors, officers, employees\nor agents (including Affiliates and licensees) in the marketing or selling of\n(i) [*] and (ii) any AmEx products or services to Customers and Prospects,\nwhether or not such acts or omissions occurred prior to the Effective Date,\nincluding without limitation, providing representations, commitments, or\nwarranties (or failing to effectively disclaim all warranties and liabilities on\nbehalf of Portable) to Prospects and [*] and (b) of third parties arising out of\nor resulting from any claim, suit, or proceeding, and any damages or liability\ntherefrom or settlement thereof (including reasonable fees of attorneys and\nrelated costs) to the extent based on a claim that [*] or AmEx infringes the\npatent, copyright, trademark, trade secret, or other proprietary right of a\nthird party.\n\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n                                       15\n\n\n        12.3 Indemnification Procedure. If any action shall be brought against\neither Party in respect of which indemnity may be sought from the other Party\npursuant to the provisions of this Section 12 (\"Claim\"), the indemnified party\nshall promptly notify the indemnifying party in writing, specifying the nature\nof the Claim, the total monetary amount sought, as well as such relief as is\nsought therein. The indemnified party shall cooperate with the indemnifying\nparty at the indemnifying party's expense in all reasonable respects in\nconnection with the defense of the Claim if by a third party. If the Claim from\na third party is solely for monetary damages or a claim of infringement, the\nindemnifying party shall, upon written notice to the indemnified party,\nundertake the defense or settlement of the Claim; in all other instances, the\nindemnified party, upon written notice to the indemnifying party, may undertake\nthe defense or settlement of the Claim. In the event the indemnified party\nundertakes the defense or settlement of the Claim, the indemnifying party shall\nhave the right to employ separate counsel at its own expense and participate in\nthe defense of the Claim. The indemnifying party shall reimburse the indemnified\nparty upon demand the judgment of a court of competent jurisdiction or pursuant\nto a bona fide compromise or settlement of claims, demands or actions, and shall\nreimburse the indemnified party upon demand for any payments of attorney's fees\nand related expenses made by the indemnified party. A Party's failure to give\ntimely notice or to provide copies of documents or to furnish relevant data in\nconnection with any claim for indemnification shall not constitute a defense (in\npart or in whole) to any claim for indemnification for such Party, except and\nonly to the extent that such failure shall result in any prejudice to the\nindemnifying party; provided, that any such compromise or settlement must be\napproved by the indemnifying party, and any such compromise or settlement must\nbe approved by the indemnified party, which approval shall not be unreasonably\nwithheld.\n\n        12.4 Financial Statements. As promptly as practicable following the end\nof each of its fiscal years during the term of this Agreement, Portable shall\ndeliver to AmEx a complete copy of Portable's audited financial statements\ncertified by Portable's independent certified accountants (the \"Financial\nStatements\"). The Financial Statements shall be Proprietary Information of\nPortable.\n\n13.     GENERAL.\n\n        13.1 Entire Agreement; Amendment. This Agreement, together with any\nexhibits attached hereto, contains the complete and exclusive understanding and\nagreement of the parties with respect to its subject matter and supersedes,\nmerges, and replaces all prior writings, discussions and understandings relating\nto such subject matter. This Agreement may only be amended by a written\nagreement and signed by authorized representatives of both parties.\n\n        13.2 Governing Law. This Agreement shall be governed by, and construed\nin accordance with, the laws of the State of New York, excluding those laws that\ndirect the application of the laws of another jurisdiction. The Parties hereby\nconsent to the exclusive jurisdiction of any State or Federal court located in\nNew York County. Neither \n\n\n                                       16\n\n\nParty shall knowingly take or fail to take any action that might cause it or the\nother Party to be in violation of any law or regulation of the United States,\nincluding the United States Foreign Corrupt Practices Act.\n\n        13.3 Force Majeure. Neither Party shall be liable for any delay or\nfailure to meet its obligations pursuant to this Agreement due to natural\ncircumstances beyond its reasonable control, including, but not limited to war,\nriots, insurrection, civil commotion, fire, flood, storm or inability to obtain\nnecessary labor, materials or manufacturing facilities as a direct result of\nsuch natural disasters.\n\n        13.4 Severability. If any term or provision of this Agreement is found\nto be invalid or unenforceable for any reason, it shall be adjusted rather than\navoided, if possible, so as best to accomplish the objective of the parties to\nthe extent possible. In any event, the remaining terms and provisions shall be\ndeemed valid and enforceable. It is expressly understood and agreed that each\nprovision of this Agreement providing for a limitation of liability disclaimer\nor limitation of warranties, or exclusion of damages is intended by the parties\nto be severable and independent of any other provisions and to be enforced as\nsuch.\n\n        13.5 Assignment. This Agreement shall be binding on the Parties and on\ntheir successors and assigns. Except as expressly provided herein, neither Party\nshall transfer, assign or subcontract any right or obligation hereunder without\nthe prior written consent of the other Party, which consent shall not be\nunreasonably withheld; provided, however, that consent shall not be required (i)\nin connection with any assignment to an entity that acquires all or\nsubstantially all of a Party's assets, voting stock, or business (an\n\"Acquisition\"); or (ii) to an Affiliate of a Party.\n\n        13.6 Waiver. The failure of either Party any time to require performance\nby the other Party of any provision hereof shall not affect in any way the full\nright to require such performance at any time thereafter; nor shall the waiver\nby either Party of a breach of any provision hereof be taken or held to be a\nwaiver of the provision itself.\n\n        13.7 Indemnification; Attorneys' Fees. Subject to the limitations of\nArticle 10, each Party agrees to indemnify and hold harmless the other and their\nrespective Affiliates and their respective directors, officers, employees, from\nlosses, damages and liabilities to the extent arising out of or based upon a\nbreach by such Party of this Agreement. In the event of any suits and actions\nwith respect to this Agreement, the prevailing Party shall be entitled to\nrecover reasonable attorneys' fees and other costs and expenses incurred in\nresolving such dispute.\n\n        13.8. Cooperation. Each Party to this Agreement agrees to execute and\ndeliver all documents and to perform all further acts and to take any and all\nfurther steps that may be reasonably necessary to carry out the provisions of\nthis Agreement and the transactions contemplated hereby.\n\n                                       17\n\n\n        13.9 Counterparts. This Agreement may be executed in counterparts, each\nof which shall be deemed an original, but which together shall constitute a\nsingle instrument.\n\n        13.10 Notices. All notices relating to this Agreement shall be in\nwriting, signed by the Party giving or making such notice or communication, and\nshall be delivered by: (a) personal delivery; (b) telecopier facsimile\ntransmission; or (c) by postage-prepaid certified or registered mail (airmail if\navailable), return receipt requested. Notices shall be sent to the address of\nthe other Party set forth below, or such other address as either Party may\nspecify in writing in accordance with this Section 13.10, and shall be deemed\ngiven upon personal delivery, three (3) business days after deposit in the mail,\nor upon acknowledgment or receipt of facsimile transmission:\n\n\n\n                                                 \n        For Portable:                               For AmEx:\n        S. Steven Singh                             [*]\n        President and CEO                           [*]\n        Portable Software Corporation               [*]\n        14715 NE 95th Street                        American Express Company\n        Redmond, WA 98052                           140 Broadway (43rd Floor)\n                                                    New York, NY  10005\n\n\n        13.11  Voluntary Preliminary Dispute Resolution.\n\n               (a) In the event of any controversy or claim arising out of or\nrelating to this Agreement, the Steering Committee will first attempt in good\nfaith to resolve the matter. If the Steering Committee is unable to resolve such\nmatter, the Parties will attempt in good faith to resolve such matter by\nnegotiations between senior executives of the Parties who have settlement\nauthority but do not have direct responsibility for the administration of this\nAgreement. If the Parties are unable to resolve a controversy or claim within\nsixty (60) days after written submission to the Steering Committee, then the\nmatter may be submitted to a court of competent jurisdiction. All negotiations\nconducted pursuant to this Section 13.11 are confidential and shall be treated\nas compromise and settlement negotiations for purposes of the Federal Rules of\nEvidence and state rules of evidence;\n\n               (b) The Parties shall submit any claim, dispute, or controversy\nwithin one year after such claim, dispute, or controversy becomes known to the\nParty seeking redress; and\n\n               (c) This Section 13.11 sets forth the exclusive method for\nadjudicating disputes between the Parties arising out of or relating to this\nAgreement; provided that nothing in this Section 13.11 shall prevent a Party\nfrom applying to the federal or state courts to obtain injunctive relief pending\nresolution of the dispute through the voluntary dispute resolution procedures\nset forth herein and to join in any such action such other claims as may be\nrequired to be brought by applicable joinder rules.\n\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\n                                       18\n\n\n        13.12 No Agency. All decisions regarding effectuation this Agreement and\nany action to be taken hereunder shall be solely at the discretion of the Party\nmaking such decision. Neither Party shall hold itself out as an agent of the\nother. Neither Party shall have any authority to bind or obligate the other in\nany manner.\n\n        13.13 Insurance. Portable shall at all times during the term of this\nAgreement maintain insurance in commercially reasonable amounts covering\ninterruption of services and other general liabilities. Such insurance shall\nname AmEx as an additional insured. Portable shall promptly notify AmEx in the\nevent of a cancellation or other termination of any such policy.\n\n        13.14 Trademarks. The use by a Party of any logo, trademark or other\nmark owned by the other Party or Affiliates of the other Party shall be strictly\nlimited to each specific right to use articulated in this Agreement.\n\n        13.15 Investment. Portable agrees to grant AmEx an option to purchase\nshares of Portable's Series E Preferred Stock, for an aggregate purchase price\nof One Million Dollars and at a pre-money valuation of not less than [*] on the\nterms set forth in Exhibit G. This option shall expire at the earlier of (i)\nFebruary 14, 1998, and (ii) delivery of written notice of expiration to AmEx by\nPortable.\n\n        13.16 Interpretation. The headings contained in this Agreement are\nsolely for the purpose of reference, are not part of the agreement of the\nparties and shall not in any way affect the meaning or interpretation of this\nAgreement. As used in this Agreement, the term \"person\" shall mean and include\nan individual, a partnership, a joint venture, a corporation, a trust, a limited\nliability company, an unincorporated organization and a government or any\ndepartment or agency thereof. In the event of a conflict between the terms of\nthis Agreement and the terms of an Exhibit, the terms of this Agreement shall\ncontrol.\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n                                       19\n\n\n\n\n\n\n        IN WITNESS WHEREOF, the Parties hereto agree to the provisions set forth\nabove and have executed this Strategic Marketing Alliance Agreement as of the\nEffective Date.\n\nPORTABLE SOFTWARE CORPORATION               \nBy: \/s\/ S. STEVEN SINGH                 \n----------------------------------       \nS. Steven Singh\nTitle:  President and CEO        \n\n\n\n\n\nAMERICAN EXPRESS COMPANY\n By: \/s\/ [*]\n---------------------------------\n Title:  [*]\n         [*]\n\n\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n                                    EXHIBIT A\n\n             Portable Software Corporation Volume License Agreement\n\n\n\n\n\n\n                      PORTABLE AGREEMENT NUMBER:__________\n\n\n                          PORTABLE SOFTWARE CORPORATION\n                            VOLUME LICENSE AGREEMENT\n\n\nVolume License Agreement (the \"Agreement\") made this ______ day of ____________,\n1997, (the \"Agreement Date\") by and between Portable Software Corporation\n(\"Portable\") and _____________________ (\"Customer\").\n\nIn consideration of the license fee paid by Customer to Portable and of the\nmutual covenants and conditions set forth herein, the parties agree as follows:\n\nDEFINITIONS:\n\n\"Authorized User\" means an employee or agent of Customer (including any\nwholly-owned subsidiary of Customer) who prepares or processes a Customer\nexpense report.\n\n\"CustomerOne Services\" means the technical support and related services provided\nby Portable for the Licensed Programs as set forth in Section 5.1 and Exhibit B.\n\n\"Documentation\" means technical manuals and other documentation relating to the\noperation and use of the Licensed Programs which are delivered with the\nrespective Licensed Programs.\n\n\"Licensed Programs\" means the Portable Software and the Third Party Software.\n\n\"Portable Software\" means object code versions of the software programs\ndeveloped by or for Portable and described in Exhibit A including any\naccompanying Documentation, and also including all Updates thereto which may be\nprovided to Customer by Portable pursuant to the terms of Section 5.\n\n\"Third Party Software\" means the object code versions of the third party\nsoftware programs described in Exhibit A, including any accompanying\nDocumentation, and including all Updates thereto which may be provided to\nCustomer by Portable pursuant to the terms of Section 5.\n\n\"Updates\" means one (1) copy of all published revisions and corrections to the\nDocumentation and one (1) copy of corrections and new releases of the Licensed\nPrograms that are generally made available at no additional cost to Portable's\ncustomers who have ordered CustomerOne Services for the relevant time period.\nUpdates shall not include any options or future products which Portable or third\nparty vendors license separately.\n\n1.       LICENSE\n\n1.1      Portable hereby grants to Customer, subject to the terms and conditions\n         of this Agreement and payment of the license fees set forth in Exhibit\n         A, a fully-paid, non-exclusive license without right of sublicense (the\n         \"License\") to have the Licensed Programs used by Authorized Users\n         solely for Customer's own internal data processing operations. This\n\n                                       2\n\n\n\n         License permits Customer to have the Licensed Programs used by a number\n         of Authorized Users not exceeding the number of user licenses Customer\n         has purchased as listed on Exhibit A. Portable reserves the right to\n         include within the Licensed Programs means to audit or determine the\n         number of Authorized Users using the Licensed Programs. Customer may\n         only duplicate the Licensed Programs and the Documentation in order to\n         make a copy available to each Authorized User.\n\n1.2      Customer agrees to maintain an annual record of the number of users who\n         have submitted an expense report. Such record will be obtained by\n         running a report against Customer's XMS database. These annual records\n         must be retained for as long as the Licensed Programs remain in use and\n         for a period of two (2) years thereafter, and must be made available\n         for inspection by Portable or its authorized representative upon\n         demand.\n\n1.3      Other than as provided in the preceding paragraph, Customer may not\n         copy any Licensed Programs, or any portion thereof, except to (a) make\n         one copy solely for backup or archival purposes; or (b) transfer the\n         Licensed Programs to a single hard disk provided Customer keeps the\n         original solely for backup or archival purposes. Customer agrees to\n         reproduce on each copy the copyright and other proprietary notices\n         provided on the Master Disk(s) and the Documentation. Customer may not\n         market, rent, lease, or relicense the Licensed Programs or use the\n         Licensed Programs for third party training, commercial timesharing, or\n         service bureau use.\n\n1.4      Customer is authorized to use the Licensed Programs on a back-up\n         computer, at no additional charge, when its primary computer is\n         temporarily inoperable until operable status is restored and processing\n         on the back-up computer is completed. In addition, Customer may install\n         the Licensed Programs on a nonproduction test computer, at Customer's\n         disaster recovery site, for a period not to exceed thirty (30) days per\n         year, solely to recreate Customer's production environment for disaster\n         recovery testing. Customer expressly agrees that it shall neither apply\n         nor benefit from the functionality of the Licensed Programs under such\n         disaster recovery testing, except in the case of disaster.\n\n1.5      Customer agrees not to alter, merge, modify or adapt the Licensed\n         Programs or the Documentation in any way or remove or obscure\n         Portable's copyright or trademark notices. In particular, Customer\n         agrees not to cause or permit the disassembly, decompilation, or\n         reverse engineering of any Licensed Program. In jurisdictions where a\n         right to reverse engineer is provided by law unless information is\n         available about products in order to achieve interoperability,\n         functional compatibility, or similar objectives, Customer agrees to\n         submit a detailed written proposal to Portable \n\n\n                                       3\n\n\n\n         concerning Customer's information needs before engaging in reverse\n         engineering.\n\n1.6      Other Portable products and\/or run time versions of Third Party\n         Software, may be embedded in or delivered with the Licensed Programs\n         under this Agreement (\"Embedded Programs\"). Customer's right to use any\n         Embedded Programs shall be limited to use necessary to implement the\n         Licensed Programs it has licensed. Customer shall have no right to use\n         such Embedded Programs other than as necessary for the licensed\n         ordinary use of the Licensed Programs.\n\n2.       OWNERSHIP\n\n2.1      Portable is the owner of, or has the rights to distribute, all of the\n         software components of the Licensed Programs, all copies of the\n         Licensed Programs, the forms generated by the Licensed Programs and the\n         Documentation for the Licensed Programs. The Licensed Programs and the\n         Documentation are also protected under applicable copyright laws and\n         Customer's right to use the Licensed Programs and the Documentation is\n         limited to the terms and conditions set forth in this Agreement. Any\n         use of the Licensed Programs by the U.S. government is subject to\n         \"restricted rights\" as that term is defined in FAR 52.227-19(c)(2) or\n         DFAR 252.227.7013(c)(1) (if used in a defense related agency). Customer\n         does not acquire any rights, express or implied, in the Licensed\n         Programs, other than those specified in this Agreement.\n\n3.       LIMITED WARRANTY AND LIMITATION OF REMEDIES\n\n3.1      Warranties\n\nA.       Licensed Programs\n\n         Portable warrants that (i) each Licensed Program will perform in all\n         material respects in accordance with the Documentation for a period of\n         ninety (90) days from the date of delivery of such Licensed Program to\n         Customer, and (ii) each Licensed Program will not, as a result of the\n         date change from December 31, 1999 to January 1, 2000 fail to perform\n         in all material respects in accordance with the Documentation in the\n         year 2000 and beyond.\n\n         Portable further warrants that the Licensed Programs do not contain any\n         time bombs, usage authorization codes, or other codes or programming\n         devices that may be used to access, modify, delete, damage, deactivate\n         or disable the Licensed Programs. The foregoing will not be deemed to\n         prohibit or limit Portable in any way from including features in the\n         Licensed Programs which restrict unlicensed use.\n\nB.       Media\n\n         Portable warrants that the Master Disk provided by Portable will be\n         free from defects in materials and workmanship under normal use for a\n         period of ninety (90) days from the \n\n                                       4\n\n\n\n         date of delivery of the Master Disk to Customer.\n\nC.       Services\n\n         Portable warrants that its CustomerOne Services and consulting services\n         will be performed consistent with generally accepted industry\n         standards. This warranty shall be valid for ninety (90) days from\n         performance of service.\n\n3.2      Limitations of Warranty\n\n         The warranties above are the sole warranties provided by Portable. To\n         be covered by these limited warranties, Customer must provide Portable\n         with written notice of the breach of warranty within the applicable\n         warranty period. Please do not return any defective Master Disks until\n         you have called Portable's technical service support group and received\n         a return authorization number (\"RMA\"). The warranties do not apply if a\n         Master Disk has been damaged by\n\n         misuse, or abuse or if a Licensed Program error is caused, in whole or\n         in part, by the failure of any hardware or other equipment to function\n         in accordance with the specifications of the applicable manufacturer.\n         PORTABLE SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS,\n         EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY\n         OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE\n         WITH RESPECT TO THE LICENSED PROGRAMS, THE MEDIA, THE CUSTOMERONE\n         SERVICES AND CONSULTING SERVICES. In no event does Portable warrant\n         that the LICENSED PROGRAMS, related Documentation, or services will\n         satisfy Customer's requirements, be without errors, or that all\n         Licensed Program errors will be corrected, or that the operation of the\n         LICENSED PROGRAMS will be uninterrupted.\n\n3.3      Exclusive Remedies\n\n         Customer's exclusive remedy, and Portable's entire liability for any\n         breach of warranty, shall be:\n\nA.       For Licensed Programs\n\n         At the option of Portable, either correction of the error that caused\n         the breach of warranty, or refund of the license fees paid to Portable\n         for the non-performing Licensed Program.\n\nB.       For Media\n\n         Portable will replace the defective materials unless the Master Disks\n         have been damaged by misuse or abuse.\n\nC.       For Services\n\n         At the option of Portable, either the reperformance of the services, or\n         refund the fees paid to Portable for the unsatisfactory services.\n\n\n                                       5\n\n\n\n4.       LIMITATION OF LIABILITY AND DAMAGES\n\n4.1      NEITHER PARTY (INCLUDING PORTABLE'S THIRD PARTY SOFTWARE PROVIDERS)\n         WILL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR\n         THIRD PARTY DAMAGES (INCLUDING LOST PROFITS OR SAVINGS, BUSINESS\n         INTERRUPTION, LOSS OF DATA, OR SIMILAR CLAIMS), WHETHER IN AN ACTION IN\n         CONTRACT OR IN TORT, EVEN IF THE OTHER PARTY OR ANY OTHER PERSON HAS\n         BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The limitation of\n         liability set forth in this Section shall not be applicable to claims\n         by Portable for Customer's breach of the scope of the license rights\n         under Section 1.\n\n4.2      To the maximum extent permitted by law, Portable's total liability\n         under this Agreement, for whatever cause other than bodily injury,\n         whether in an action in contract or in tort, will be limited to the\n         actual license fees paid by Customer under this Agreement, and if such\n         liability results from Customer's use of the Licensed Programs or from\n         services provided by or on behalf of Portable, such liability will be\n         limited to the actual fees paid by Customer for the relevant Licensed\n         Program or services giving rise to the liability. The limitation of\n         liability set forth in this Section shall not be applicable to claims\n         of infringement under Section 9.\n\n4.3      The parties acknowledge that this Agreement allocates the risks between\n         Portable and Customer and that the fees reflect the limited warranties,\n         limitation of liability, and allocation of risk under this Agreement.\n         Customer further acknowledges that the pricing and terms of this\n         Agreement would have been different had there been a different\n         allocation of risk.\n\n4.4      The parties acknowledge and agree that the limitations specified in\n         this Section will survive and apply even if any remedy provided in this\n         Agreement is determined to have failed of its essential purpose.\n\n5.       CUSTOMERONE, CONSULTING AND INTEGRATION SERVICES\n\n5.1      CustomerOne Services will be provided to customer only under the terms\n         of Portable's CustomerOne policies (including applicable fees) in\n         effect on the date customer support is rendered. Portable's current\n         policies for its CustomerOne Services are set forth in Exhibit B\n         attached to this Agreement. Reinstatement of lapsed CustomerOne\n         Services is subject to Portable's CustomerOne reinstatement fees in\n         effect on the date CustomerOne Services are reordered.\n\n5.2      Portable will provide consulting and training services agreed to by the\n         parties in writing under the terms of this Agreement. All consulting\n         services shall be billed on a time and materials basis unless the\n         parties \n\n                                       6\n\n\n\n         expressly agree otherwise in writing. Any consulting or training\n         services acquired from Portable shall be bid separately from the\n         Licensed Programs and Customer may acquire either Licensed Programs or\n         consulting services without acquiring the other. For any on-site\n         services requested in writing by Customer, Customer shall reimburse\n         Portable for reasonable, actual travel and out-of-pocket expenses\n         incurred.\n\n6.       PAYMENT AND TAXES\n\n6.1      Payment of license fees shall be due thirty (30) days after delivery of\n         the Licensed Programs. All other fees, including fees for CustomerOne\n         Services which are payable in advance of the applicable Support Period,\n         shall be paid within thirty (30) days of Customer receipt of a proper\n         invoice. If Customer's procedures require that an invoice be submitted\n         against a purchase order before payments can be made, Customer will be\n         responsible for issuing the purchase order at the time of order.\n         Customer agrees to pay applicable media and shipping charges. Customer\n         shall pay all applicable shipping charges and any federal, state, or\n         local excise, sales, use or other taxes (except taxes based on\n         Portable's net income) imposed in respect of the License granted\n         hereunder or otherwise arising out of this Agreement. In the event that\n         Portable is required to pay any such tax, Customer shall promptly\n         reimburse Portable for the same. Customer shall reimburse Portable for\n         all reasonable travel and out-of-pocket expenses incurred by Portable\n         in rendering any services. If past due amounts owing from Customer are\n         not paid within thirty (30) days (i) the unpaid amount shall bear\n         interest at the rate of 1% per month, and (ii) Portable will have the\n         right to terminate this Agreement upon thirty (30) days written notice\n         to Customer. Customer shall reimburse Portable for all reasonable cost\n         incurred (including reasonable attorneys' fees) in collecting past due\n         amounts.\n\n7.       EXPORT RESTRICTIONS\n\n7.1      Customer agrees to comply fully with all relevant export laws and\n         regulations of the United States (\"Export Laws\") to ensure that neither\n         the Licensed Programs nor any direct product thereof are (i) exported\n         directly or indirectly, in violation of Export Laws; or (ii) intended\n         to be used for any purposes prohibited by the Export Laws, including\n         without limitation, nuclear, chemical, or biological weapons\n         proliferation. If a Licensed Program has been rightfully obtained by\n         Customer outside of the United States, Customer agrees not to re-export\n         such Licensed Program or any related technical information except as\n         permitted by the laws and regulations of the United States and those of\n         the jurisdiction in which Customer obtained such Licensed Programs.\n\n8.       TERM AND TERMINATION\n\n8.1      This Agreement remains effective until terminated. Customer can\n         terminate this Agreement at any \n\n                                       7\n\n\n\n\n         other time upon returning the Master Disk to Portable and destroying\n         all the copies of the Licensed Programs in any form in Customer's\n         possession. This License will also terminate if Customer fails to\n         comply with any material term or condition of this Agreement and such\n         breach is not cured within thirty (30) days following written notice\n         from Portable specifying such breach. This Agreement will terminate\n         automatically upon any transfer of a copy of the Licensed Programs by\n         Customer other than as permitted by this Agreement. The parties rights\n         and obligations under Sections 1.2, 2, 3.2, 4, 6, 7, 8.1, 9, 10, 11,\n         and 12 shall survive termination of this Agreement.\n\n8.2      In the event of a termination of this Agreement, and in addition to any\n         other rights or remedies available to Portable, Customer shall promptly\n         return to Portable the Master Disk and destroy all copies of the\n         Licensed Programs in any form in Customer's possession. Within two (2)\n         weeks after any termination, Customer shall certify in writing to\n         Portable that it has destroyed any and all copies of the Licensed\n         Programs in Customer's possession. Except as provided in Section 3,\n         Customer shall not be entitled to a refund of any portion of the\n         license fee upon termination of this Agreement.\n\n9.       INDEMNIFICATION FOR INFRINGEMENT\n\n9.1      Portable warrants to Customer that the Licensed Programs do not\n         infringe any patent issued in the United States or a European Union\n         country, or any trade secret, copyright, or other proprietary rights.\n         As Customer's exclusive remedy for breach of this warranty and\n         Portable's entire liability for infringement, Portable agrees to\n         indemnify and hold Customer harmless with respect to any suit, claim,\n         or proceeding brought against Customer alleging that Customer's\n         permitted use of the Licensed Programs under this Agreement constitutes\n         an infringement of any patent issued in the United States or a European\n         Union country, or any trade secret, copyright, or other proprietary\n         right. Portable shall defend Customer against any such suit, claim, or\n         proceeding, and pay all litigation costs and reasonable attorneys' fees\n         incurred in connection with such suit, claim or proceeding, and all\n         settlement payments and damages awarded therein, provided that Portable\n         is notified in writing within thirty (30) days of any such suit, claim\n         or proceeding, Customer tenders the control of any such claim or\n         proceeding to Portable, and Customer cooperates with Portable in the\n         defense or settlement of same.\n\n9.2      Upon notice of alleged infringement or if in Portable's opinion such a\n         claim is likely, Portable shall have the right, at its option and\n         expense, either: (a) to procure for Customer the right to continue\n         using the Licensed Programs; or (b) to replace or modify the Licensed\n         Programs so that they provide substantially the same, or greater,\n         functionality and performance than the infringing \n\n                                       8\n\n\n\n\n         Licensed Program, but are no longer subject to a claim or infringement.\n         If, in Portable's opinion, none of the options above are reasonably\n         available, Customer's sole and exclusive remedy shall be to return the\n         infringing Licensed Programs to Portable in exchange for a refund of\n         the price that Customer paid to Portable for such Licensed Programs,\n         less reasonable amortization pro-rated over a forty-eight (48) month\n         term from the date the infringing Licensed Programs are shipped to\n         Customer. Portable shall not have any obligation under this Section:\n         (a) to the extent the claim arises from a modification of the Licensed\n         Program other than by or on behalf of Portable or from Customer's use\n         of the Licensed Program in combination with other non-Portable\n         software, equipment or devices; or (b) if Portable has provided\n         Customer with a non-infringing version of the Licensed Programs (that\n         provide substantially the same, or greater, functionality and\n         performance than the infringing Licensed Program) and Customer does not\n         promptly replace all copies of the infringing version of the Licensed\n         Programs with the non-infringing version.\n\n10.      CONFIDENTIALITY\n\n10.1     By virtue of this Agreement, Portable and Customer may have access to\n         information that is confidential to one another (\"Confidential\n         Information\"). Confidential Information shall be limited to the\n         Licensed Programs, the results of any benchmark testing of the Licensed\n         Programs (both of the foregoing are trade secrets of Portable), the\n         terms and pricing under this Agreement and all information clearly\n         identified as confidential. A party's Confidential Information shall\n         not include information that: (a) is or becomes a part of the public\n         domain through no act or omission of the other party; (b) was\n         rightfully in the possession of the other party or was known by it\n         prior to its disclosure; (c) is independently developed by the\n         receiving party without use of any Confidential Information of the\n         other party; or (d) was or is provided by the disclosing party to third\n         parties without restriction on disclosure.\n\n10.2     The parties (including their respective employees and agents) agree to\n         hold each other's Confidential Information in confidence during the\n         term of this Agreement and for two (2) years thereafter. The parties\n         further agree, unless required by law or by court order, not to\n         disclose or make any Confidential Information of the other party\n         available in any form to any third party or to use it for any purpose\n         other than the implementation of this Agreement. Customer will not\n         permit anyone except Authorized Users to have access to the Licensed\n         Programs.\n\n11.      RIGHT TO AUDIT\n\n11.1     Portable may from time to time request Customer to provide a\n         certification that actual use of the Licensed Programs are in\n         compliance with the terms of this \n\n                                       9\n\n\n\n\n\n         Agreement. Portable may also, upon advance notice of at least five (5)\n         days, perform an audit during regular business hours to determine\n         compliance with the terms of this Agreement, provided that such audit\n         shall not unreasonably interfere with Customer's operations. If the\n         number of copies or Authorized Users is found to be greater than that\n         specified in this Agreement, or any modification to this Agreement,\n         Portable may charge Customer the applicable current license fees\n         therefor. If the resulting adjustment to the license fees owing by\n         Customer are greater than 5% of the license fees previously paid by\n         Customer to Portable, Portable may also charge Customer the reasonable\n         expenses associated with such audit.\n\n12.      GENERAL TERMS\n\n12.1     This Agreement is governed by the laws of the State of Washington,\n         excluding those laws that direct the application of the laws of another\n         jurisdiction. The parties agree that this Agreement shall not be\n         governed by the 1980 U.N. Convention on Contracts for the International\n         Sale of Goods and that English is the governing language of this\n         Agreement. The parties hereby irrevocably consent to the personal\n         jurisdiction of the federal and state courts sitting in King County in\n         the State of Washington, and to service of process within or without\n         Washington by certified mail requiring a signed receipt, and the\n         parties agree that any court action relating to the enforcement of any\n         arbitration award or judgment or seeking injunctive or other equitable\n         relief, shall be brought in such courts.\n\n12.2     All controversies or claims arising out of or relating to this\n         Agreement shall be resolved in accordance with the terms and conditions\n         set forth in this Section. First, the parties will attempt in good\n         faith to resolve each controversy or claim within sixty (60) days by\n         negotiations between senior executives of the parties who have\n         settlement authority and who do not have direct responsibility for the\n         administration of this Agreement. The disputing party shall give the\n         other party written notice of the controversy or claim in accordance\n         with the notice provision of this Agreement. The other party shall\n         submit a response within twenty (20) days after receiving said notice.\n         The notice and response shall include (a) a summary of the party's\n         position and a summary of the evidence and arguments supporting its\n         position, and (b) the name of the executive who will represent the\n         party. The executives shall meet at a mutually acceptable time and\n         place within thirty (30) days of the disputing party's notice and\n         thereafter as often as they deem reasonably necessary to resolve the\n         controversy or claim. Portable and Customer agree that all negotiations\n         conducted pursuant to this Section are confidential and shall be\n         treated as compromise and settlement negotiations for purposes of the\n         Federal Rules of Evidence and state rules of evidence.\n\n         If the controversy or claim has not been resolved within sixty (60)\n         days \n\n                                       10\n\n\n\n\n         of the disputing party's notice, the controversy or claim will be\n         resolved through binding arbitration conducted in accordance with the\n         commercial arbitration rules of the American Arbitration Association\n         (\"AAA\") then in effect. If Customer initiates arbitration, the\n         arbitration proceeding will be held in King County in the State of\n         Washington and if Portable initiates arbitration, the arbitration\n         proceeding will be held in the city of the federal district courthouse\n         closest to Customer's principal place of business. The parties agree\n         that service of any notices in the course of such arbitration at their\n         respective addresses as provided in Section 12.4 shall be valid and\n         sufficient. All proceedings will be held and a transcribed record\n         prepared in English. The parties will choose, by mutual agreement, one\n         arbitrator within thirty (30) days of receipt by a party of the other\n         party's notice of its intent to arbitrate. If no arbitrator is\n         appointed within the time provided in this Agreement or any extension\n         of time which is mutually agreed upon, the AAA will make such\n         appointment within thirty (30) days of such failure. The award rendered\n         by the arbitrator shall include costs of arbitration, reasonable\n         attorneys' fees and reasonable costs for expert and other witnesses,\n         and judgment on such award may be entered in any court having\n         jurisdiction thereof. Nothing in this Section shall be deemed to\n         prohibit or restrict either party from seeking injunctive relief and\n         such other rights and remedies as it may have at law or equity for any\n         actual or threatened breach of any provision of this Agreement relating\n         to a party's confidential information or proprietary rights. Except for\n         actions for nonpayment or breach of proprietary rights in the Licensed\n         Programs, no action, regardless of form, arising out of this Agreement\n         may be brought more than one (1) year after the cause of action has\n         accrued.\n\n12.3     Except for Customer's obligation to pay Portable, neither party shall\n         be liable for any delay or failure to perform due to external causes\n         beyond its reasonable control.\n\n12.4     All notices shall be in writing and shall be delivered personally\n         (including overnight mail by private courier) or sent by first-class\n         mail (return receipt requested) or facsimile transmission to the\n         address listed in the signature page to this Agreement. Notice shall be\n         deemed to have been given at the time of delivery, twelve (12) hours\n         after confirmation of receipt if sent by facsimile, and three (3)\n         business days after mailing if sent by first-class mail. If Customer\n         has any questions concerning this Agreement, Customer can contact\n         Portable at the following address:\n\n                  Portable Software Corporation\n                  14715 NE 95th Street\n                  Redmond, WA  98052\n                  Attention:  Contract Administration\n\n12.5     Customer acknowledges that it has read this Agreement, understands it\n         and agrees to be bound by its terms \n\n                                       11\n\n\n\n\n         and conditions. Customer further agrees that this Agreement (including\n         the Exhibits attached to this Agreement) is the complete and exclusive\n         statement of the agreement between Customer and Portable regarding its\n         subject matter and supersedes and merges any earlier proposal or prior\n         arrangement, whether oral or written, and any other communications\n         between Customer and Portable relative to the subject matter of this\n         Agreement. If any provision of this Agreement is found void or\n         unenforceable, that provision will be enforced to the maximum extent\n         possible, and the remaining provisions of this Agreement will remain in\n         full force and effect. To expedite order processing, Customer agrees\n         that Portable may treat documents faxed by Customer to Portable as\n         original documents; nevertheless, either party may require the other to\n         exchange original signed documents. No purchase order, other ordering\n         document, or any handwritten or typewritten text which purports to\n         modify or supplement the printed text of this Agreement shall add to or\n         vary the terms of this Agreement. Customer consents to Portable\n         identifying Customer as a customer of the Licensed Programs on\n         Portable's customer list.\n\n12.6     Neither this Agreement nor the License granted herein may be assigned\n         or transferred without the prior written permission of Portable, which\n         permission shall not be unreasonably withheld. Any attempted assignment\n         without such consent will be void.\n\nPortable:    Portable Software CorporationCustomer:_____________________________________\nName:        Tim FitzgeraldName:_________________________________________\nTitle:       Vice President of North American Sales\nTitle:________________________________________\nSignature:   ______________________________________\nSignature:____________________________________\nDate: _____________________________________________\nDate:_________________________________________\n\nVolume License Administrator:_______________\nPhone \/ Fax:__________________________________\nAddress:______________________________________\n______________________________________\n\n\n                                       12\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                    EXHIBIT B\n\n                         Summary of CustomerOne Services\n\n\n\n\n\n         During the one year period commencing on the Agreement Date, Portable\nwill provide the CustomerOne Services described below for the fees indicated on\nExhibit A. The period during which CustomerOne Services will be provided to and\npurchased by Customer will be automatically extended: (i) for an additional\none-year period unless terminated in writing by Portable or Customer at least\nthirty (30) days before the end of the initial one-year period and; (ii)\nthereafter, for successive additional one-year periods unless terminated in\nwriting at least thirty (30) days before the end of the initial one-year period\nby Portable or Customer (the initial end of any one-year period and each\nsubsequent extension period are hereinafter each referred to as a \"Support\nPeriod\"). Portable reserves the right to change any term of its CustomerOne\nServices (including the fee), effective at the beginning of any Support Period,\nby giving Customer written notice at least sixty (60) days before the end of the\nprior Support Period. This Agreement may also be terminated during a Support\nPeriod as provided in Section 8 of the Agreement.\n\nA.   Updates. Portable will promptly provide to Customer at no additional charge\n     Updates of the Licensed Program(s) if and when each such Update is\n     generally made available by Portable to its customers. Customer\n     acknowledges and agrees that each such shall be regarded as a Licensed\n     Program under this Agreement, and Customer's use of the Updates shall be\n     subject to all the terms and conditions of this Agreement regarding\n     Licensed Programs. It is expressly understood and agreed by Customer that\n     Portable is under no obligation to issue Updates under future products that\n     Portable or a third party vendor licenses separately.\n\nB.   Technical Support. Portable will provide to Customer telephone technical\n     support for seven (7) days a week and twenty-four (24) hours per day,\n     excluding holidays. During the hours of 6:00 p.m. to 6:00 a.m. Portable's\n     technical support department is available via a pager service. Customer\n     will be given the pager number. No support will be available from 6:00 p.m.\n     Pacific Time on the day immediately preceding a holiday until 6:00 a.m.\n     Pacific Time on the day immediately following a holiday. Portable currently\n     observes the following holidays: New Year's Day, Memorial Day, Independence\n     Day, Labor Day, Thanksgiving Day, Day after Thanksgiving, and Christmas\n     Day. These holidays are subject to change without prior notice to Customer.\n     The following categories of telephone technical support will be provided:\n\n     o    Second tier support for QuickXpense Enterprise Software. Second tier\n          technical support is defined as those questions forwarded to Portable\n          from the internal help desk or designated representative of Customer.\n\n     o    End user support for all other Licensed Programs.\n\nC.   Error Corrections. Provided that the Licensed Programs are running under an\n     operating environment that is support by Portable (each, a \"Supported\n     Environment\"), Portable shall use its reasonable efforts to correct any\n     reproducible programming error in a Licensed Program which significantly\n     degrades the use of the Licensed Program (\"Error\") with a level of effort\n     commensurate with the severity of the Error, provided that Portable (i)\n     shall have no obligation to correct all Errors in the Licensed Programs;\n     and \n\n\n\n\n     (ii) shall not be responsible for correctly any Errors not attributable to\n     the Licensed Programs. Errors attributable to Portable shall be those that\n     are reproducible by Portable on unmodified Licensed Program. Errors\n     attributable to Customer's modification or misuse of a Licensed Program, or\n     to Customer's change in or of its Supported Environment, will be billed at\n     Portable's standard consulting rates then in effect.\n\nD.   XpensePolicy. Provide XpensePolicy development and redesign services for\n     one (1) modifications or one (1) new XpensePolicy during each Support\n     Period.\n\nE.   Exclusions and Limitations. Portable is not required to provide any\n     CustomerOne Services relating to problems arising out of (i) Customer's\n     failure to implement all Updates issued under the Agreement; (ii) any\n     alternations or additions to the Licensed Programs performed by parties\n     other than Portable; (iii) interconnection or the Licensed Programs with\n     other software products not supplied by Portable except as expressly\n     prescribed in the Documentation; or (iv) use of the Licensed Programs on a\n     system other than a Supported Environment.\n\n     Portable reserves the right to terminate support (including Error\n     correction services) of any Licensed Program or prior release that has been\n     superseded by a new release anytime after six (6) months have elapsed since\n     the shipment of a new release.\n\n\n\n                                    2\n\n\n\n                                    EXHIBIT B\n\n                 [*]\n\n\n\n\n                                              [*]\nNAME OF              [*]                      [*]\nCUSTOMER             [*]                      [*]\n                                      \n\n\n\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n                                       3\n\n\n\n                                    Sheet 1\n\n\n                                      [*]\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\n                                     Page 1\n\n                                    Sheet 1\n\n\n                                      [*]\n\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\n                                     Page 2\n\n                                    Sheet 1\n\n                                      [*]\n\n*Certain information on this page has been omitted and filed separately with\n the Commission. Confidential treatment has been requested with respect to\n the omitted portions.\n\n\n                                     Page 3\n\n                                    Sheet 1\n\n                                      [*]\n\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\n                                     Page 4\n\n\n\n\n\n                                   EXHIBIT C-1\n\n                          Integration Program Features\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       4\n\n\n\n\n                         Integration Program Feature Set\n\n\n                                      [*]\n\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\n                                       5\n\n\n\n\n\n                                   EXHIBIT C-2\n\n\n                                      [*]\n\n\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\n\n\n\n\n                                    EXHIBIT E\n\n\n                                      [*]\n\n\n\n*Certain information on this page has been omitted and filed separately with\n the Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\n                                       6\n\n\n\n                                      [*]\n\n\n*Certain information on this page has been omitted and filed separately with\n the Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\n                                    7\n\n\n\n\n\n\n                                    EXHIBIT F\n\n                             LEAD REFERRAL WORKSHEET\n\n\n\n                                       2\n\n\n\n\n\n\n                                        \n                         Portable Software Corporation\n                          XMS Lead Referral Worksheet\n                                      [*]\n\n\n\n*Certain information on this page has been omitted and filed separately with\n the Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\n                                    EXHIBIT G\n\n\n                                SUMMARY OF TERMS\n\n\n                                      [*]\n\n\n*Certain information on this page has been omitted and filed separately with\n the Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6665,7179],"corporate_contracts_industries":[9513,9416],"corporate_contracts_types":[9613,9617],"class_list":["post-42851","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-american-express-co","corporate_contracts_companies-concur-technologies-inc","corporate_contracts_industries-technology__software","corporate_contracts_industries-financial__credit","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42851","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=42851"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42851"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42851"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42851"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}