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______________________________
AmberPoint Software Partnership Agreement
______________________________
Pursuant to a request by
___________________________________________
("PARTNER"), AmberPoint Inc. ("AmberPoint") hereby grants to
PARTNER, at no
charge, the right to conduct an in-house evaluation and
demonstration of the
following proprietary software product(s) including user
manuals
("Programs(s)"):
AmberPoint Management Foundation, Service Level Manager,
Exception Manager, and
other AmberPoint products that are available during the term of
this agreement
Evidenced by their signatures below, PARTNER and AmberPoint
agree to the
following:
1. AmberPoint will provide Program(s) to PARTNER on or about
_____________________ ("Delivery Date"), and hereby grants
PARTNER a
limited nonexclusive non-transferable license to reproduce
(solely as
necessary to install) and use the Programs for the sole purpose
of
evaluating the Program(s). There are no implied licenses and any
rights not
expressly granted are reserved.
2. PARTNER agrees that it shall install and implement new
AmberPoint products
or versions of the AmberPoint products within 30 days of the
receipt of a
new version or product. PARTNER reserves the right to require
AmberPoint to
perform any or all of the installations and/or upgrades. In the
event that
PARTNER requests that AmberPoint perform the installation or
upgrade,
PARTNER agrees that it will make the appropriate systems,
resources, and
personnel available to AmberPoint within 30 days of the receipt
of a new
AmberPoint product or version.
3. PARTNER agrees to work in good faith with AmberPoint to
arrange training as
appropriate for personnel who will be utilizing and
demonstrating the
AmberPoint products. AmberPoint shall bear the cost of up to two
(2)
training sessions for the AmberPoint Management Foundation and
one (1)
training session for any additional product(s). PARTNER agrees
to pay for
any additional training sessions.
4. PARTNER agrees to work with the AmberPoint Sales and Customer
Experience
groups to develop an on-going demonstration of AmberPoint
technology. The
objective of this demonstration is to assist in joint business
development
activities. Such demonstration shall be appropriate to
communicate concepts
and capabilities that are important to PARTNER'
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