VALUE ADDED RESELLER LICENSE AGREEMENT FOR UNIFACE SOFTWARE

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Title: VALUE ADDED RESELLER LICENSE AGREEMENT FOR UNIFACE SOFTWARE
Governing Law: Michigan Date: 3/12/2004
Industry: Software and Programming Sector: Technology

VALUE ADDED RESELLER LICENSE AGREEMENT

FOR UNIFACE SOFTWARE
, Parties: jda software group inc

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EXHIBIT 10.14

CONFIDENTIAL AND PROPRIETARY

Agreement No. 94151V

VALUE ADDED RESELLER LICENSE AGREEMENT

FOR UNIFACE SOFTWARE

("Agreement")

THIS AGREEMENT is between:

JDA Software Group, Inc.

14400 North 87th Street

Scottsdale, AZ 85260-3649

hereafter "VAR" and Compuware Corporation, a Michigan corporation, with offices

+at 31440 Northwestern Highway, Farmington Hills, M1 48334, United States,

(hereafter "Compuware") effective April 1, 2000, ("Effective Date") and ending

March 31, 2005, ("Term"). This Term may be extended an additional three (3)

years upon mutual consent of VAR and Compuware.

[LOGO OF COMPUWARE]

REVIEWED/APPROVED

JDA LEGAL

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CONFIDENTIAL AND PROPRIETARY

Table of Contents

<TABLE>

<S> <C>

I. PARTIES............................................................ 3

II. SCOPE OF THIS AGREEMENT............................................ 3

III. DEFINITIONS........................................................ 3

IV. TERMS AND CONDITIONS............................................... 5

V. ENTIRE AGREEMENT................................................... 19

VI. EXHIBIT LIST....................................................... 20

VII. EXHIBIT I. VAR PROFILE............................................. 21

IX. EXHIBIT II. REMARKETERS LIST....................................... 24

X. EXHIBIT III. COMPUWARE TRIAL AGREEMENT............................. 26

XI EXHIBIT IV. VAR QUARTERLY ROYALTY REPORT........................... 27

XII. EXHIBIT V. NON-DISCLOSURE AGREEMENT................................ 28

XIII. EXHIBIT VI. SAMPLE COMPUWARE LICENSE AGREEMENT AND

PRODUCT SCHEDULE................................................... 31

</TABLE>

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I. PARTIES

Compuware designs, develops and licenses computer programs and provides

related services. VAR is a "value added reseller", as defined herein, of

computer programs and related services. Each party represents that it is

engaged in the business described herein and that it has all rights and

authority to enter into this Agreement and undertake the obligations

contained herein.

II. SCOPE OF THIS AGREEMENT

Subject to the terms and conditions of this Agreement, including the

Exhibits referenced herein, Compuware agrees to license and provide, and

VAR agrees to license UNIFACE Software and purchase services on a worldwide

basis as defined herein during the term of this Agreement. Specifically,

this Agreement grants VAR the right to incorporate into the VAR Application

Software and distribute to its customers:

- UNIFACE Runtime

- Application Server

- Component Server

- Web Application Server

- Polyserver

This Agreement DOES NOT include right to distribute:

- UNIFACE Development Licenses

- General Use UNIFACE Runtime Licenses

- UNIFACE Mainframe Software

III. DEFINITIONS

(a) "Annual Maintenance Plan" means the Support Services described herein

to be provided by Compuware to VAR for UNIFACE Software during a one

year period.

(b) "VAR Application Software" means the specific computer software

program developed by VAR using UNIFACE Software and containing UNIFACE

Content as described in Exhibit 1. VAR Application Software includes

Deployment Software.

Development environment or containing elements of the UNIFACE runtime

system. VAR software that meets the following criteria does not

contain UNIFACE Content: (i) sold as a separate line item by VAR for

use with VAR Application Software; (ii) does not use any UNIFACE data

access mechanisms to access data; (iii) can execute without using any

element of UNIFACE; (iv) can execute on a system on which UNIFACE is

not installed; (v) does not access the UNIFACE meta dictionary; and

(vi) was not built using the UNIFACE development environment.

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(d) "UNIFACE Software" means the object code version of the

Compuware software program "UNIFACE Application Development

and Deployment System", listed in Exhibit I, in such form,

version, release and content as initially licensed to VAR

under this Agreement including a copy of any user

documentation normally supplied by Compuware.

(e) "Deployment Software" means the object code, run-time portion

of UNIFACE Software incorporated in the VAR Application

Software.

(f) "Development Software" means the development portion of

UNIFACE Software to be accessed and used solely by the VAR

only to develop, maintain or modify the VAR Application

Software, including VAR Application Software development or

enhancements for specific End User installation requirements.

(g) "End User" means a VAR Application Software licensee.

(h) "Proprietary Information" means UNIFACE Software, VAR

Application Software and any other information (including

business information) confidential to Compuware or its

licensors, or confidential to VAR or its licensors which is

disclosed to Compuware by VAR or to VAR by Compuware.

(i) "Severity One Defect" means a defect exclusively within the

Deployment Software that causes the VAR Application Software

to: (i) fail to execute; (ii) malfunction in a manner that

adversely affects data integrity in the database or in the

reporting of data; or (iii) sustain a highly visible error

with no available workaround.

(j) "Support Services" as used herein means the standard Compuware

software maintenance services for UNIFACE Software, including

all copies of Development and Deployment Software. Such

Support Services are mandatory for UNIFACE Software licensed

to develop and support VAR Application Software and must be

procured on an annual bases. If VAR permanently discontinues

its use of a product it may elect to discontinue maintenance.

(k) "Royalties" means the monies due to Compuware for each license

of VAR Application Software as set forth in Exhibit I.

(l) "Sales and Marketing Purposes" means Deployment Software used

by VAR, its agents or distributors for sales, benchmarking, or

demonstrating the VAR Application Software. Said use shall be

limited to periods of up to 30 days per perspective End User.

(m) "Major Release" is a new version of UNIFACE Software as

defined by Compuware that includes new functionality.

Typically, a Major Release is indicated by a change in release

number to the right of the decimal point (i.e. the conversion

from UNIFACE 7.1 to 7.2).

REVIEWED/APPROVED

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(n) "Maintenance Release" is a change made within one Major

Release that may contain bug fixes and/or improvements (e.g.,

from UNIFACE 6.1.d to UNIFACE 6.1 .e; from UNIFACE 7.1.01 to

7.1.02, etc.).

IV. TERMS AND CONDITIONS

1. Value Added Reseller License

(a) Compuware grants VAR a non-exclusive, non-transferable license

to use UNIFACE Software only to market, develop and deploy VAR

Application Software upon the terms and conditions herein

contained on the platforms and in the operating environments

at the location identified on Exhibit I and in Product

Schedule(s). Such license for marketing will be limited for

use by VAR, its contractors, agents and distributors for Sales

and Marketing Purposes. Such license for development will be

limited for use by JDA employees or contractors to develop,

modify, enhance and maintain the VAR Application Software

defined in Exhibit I. Such license for deployment will be

limited to an authorized market and territory assignment as

defined in Exhibit I. Except as expressly hereby authorized,

VAR is not licensed by this Agreement to use the UNIFACE

Software for any other purpose. VAR agrees to maintain

sufficient development licenses to meet peak usage

requirements, such that at no time are there more development

licenses installed on VARs, VAR's contractors, or VAR's agents

machines than have been purchased by VAR.

(b) The parties hereby agree and undertake at all times

during the term of this Agreement:

- conduct business in a businesslike manner and not

engage in deceptive, misleading, illegal or unethical

business practices.

- VAR will accurately represent the VAR Application

Software in terms of function and performance;

- VAR will market the VAR Application Software only

pursuant to terms which are consistent with the terms

of this Agreement;

- not make any representations, warranties or

guarantees that are inconsistent with or in addition

to those made in this Agreement;

- VAR will provide End Users with technical and

maintenance support;

- notify the other party immediately of any legal or

other notices which come to such party's knowledge

and which may potentially affect the other party, its

licensors and/or vendors and,

- VAR will promptly respond to any verified complaints

regarding VAR Application Software received from its

End Users.

the UNIFACE Software may be licensed for use on qualified

alternate platforms and in additional operating environments.

REVIEWED/APPROVED

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(d) Title to UNIFACE Software will remain with Compuware. VAR will

acquire no rights to any UNIFACE Software, except to the

extent VAR acquires the right to use the UNIFACE Software to

market, develop and deploy VAR Application Software.

(e) Title to VAR Application Software will remain with VAR.

Compuware will acquire no rights to any VAR Application

Software.

(f) Except for subsidiaries that are at least fifty-one percent

(51%) owned or controlled by VAR, VAR shall not assign or

transfer its rights in, or obligations under, this Agreement

without the prior written consent of Compuware. In the event

of the sale of all or substantially all of VAR's assets,

Compuware will allow the new entity to license the UNIFACE

Software under substantially the same terms contained herein

at the then current published license fee, less the previously

paid license fees for the UNIFACE Software licensed to VAR.

Compuware reserves the right to withhold this option if the

new entity is a direct competitor of Compuware, an entity with

which Compuware is involved in litigation, or an entity with

which Compuware has encountered a previous incidence of

intellectual property right infringement. Any assignment or

transfer prohibited by this provision will be void.

(g) In no event is VAR authorized hereunder to enter into an

agreement with others to distribute, remarket or otherwise

sub-license VAR Application Software, other than those

distributors identified in Exhibit II, without the prior,

written consent of Compuware, which shall not be unreasonably

withheld. Any such agreement with others shall be limited to

the distribution of VAR Application Software and shall contain

no other rights or provisions that may jeopardize the

intellectual property rights of Compuware.

(h) The VAR Application Software shall not contain Development

Software, and nothing in this Agreement shall authorize, grant

or otherwise permit the transfer or disclosure of Development

Software by VAR to others.

(i) VAR shall observe all applicable laws and regulations in

respect of and obtain all necessary licenses, consents and

permissions required for the marketing and license of VAR

Application Software, (including without limitation, the U.S.

Export Administration Regulations and U.S. Department of

Commerce Regulations and EU dual use legislation and local

import and export regulations regarding the export or transfer

of goods), and VAR shall provide Compuware with all

information reasonably necessary to ensure that the UNIFACE

Software complies with local laws and regulations and promptly

advise Compuware of any change or proposed change in such laws

and regulations known to VAR.

(j) VAR and Compuware may modify the Market and Territory

Assignment set out in Exhibit I by prior written agreement.

REVIEWED/APPROVED

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(k) VAR acknowledges that each copy of UNIFACE Software and the

Deployment Software included in VAR Application Software

licensed to an End-User will require a software enabling key

("SEK") that will be issued by Compuware upon receipt of: (i)

name and address of End-User, (ii) description of products,

(iii) Royalty, and (iv) description of the End-User's

infrastructure (i.e. Platforms, databases, etc.).

(l) VAR shall include in the VAR Application Software and on the

exterior label of every media, a copyright notice in this

form: "Portions of this program, Copyright 199___, Compuware,

Software is contained in Read-Only-Memory (ROM) chips, a

on the exterior of the chip and internally in the chip in

ASCII literal form.

(m) In order to ensure that VAR will be capable of providing

support to End Users and as a condition to the right of VAR to

grant sublicenses to End Users pursuant to the terms of this

Agreement, VAR agrees that, with respect to each qualified

hardware, platform and operating system configuration set

forth on Exhibit I for which VAR intends to grant a

sublicense, VAR shall purchase a license from Compuware for

use of the UNIFACE Software on such designated platform and

configurations in the quantities required by VAR to develop

deploy, maintain and support VAR Application Software, shall

install the UNIFACE Software on such designated platforms and

configuration and shall obtain and maintain the Support

Services for such UNIFACE Software.

(n) VAR shall have the right to use VAR Application Software

incorporating the Deployment Software, without incurring any

obligation to pay royalties to Compuware in respect thereof,

for Sales and Marketing Purposes.

(o) VAR may deliver copies of the VAR Application Software to a

prospective End User on a trial basis for evaluation purposes

only after such prospective End User has signed a trial

license with provisions comparable to those contained in the

Compuware Trial Agreement, a copy of which is attached as

Exhibit III hereto. All such evaluation copies of the VAR

Application Software installed by VAR at a prospective End

User's site shall be removed by VAR upon completion of the

evaluation period. Any evaluation copies not removed and

returned to VAR at the end of the evaluation period, which

includes any extension of such evaluation period, are deemed

to be licensed, and royalties and related maintenance and

support fees in respect thereof shall become immediately due

to Compuware.

(p) Compuware reserves the right to License, support, install and

service its products, including without limitation UNIFACE

Software, either directly to End Users or through other VAR's,

representatives, distributors or other distribution channels.

VAR hereby acknowledges that Compuware may independently

develop, or have developed for it, sell and market either

directly or indirectly, products similar to the VAR

Application Software and

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CONFIDENTIAL AND PROPRIETARY

nothing herein shall be deemed to give VAR an exclusive right

to develop or sell products similar to the VAR Application

Software. Notwithstanding anything in this Agreement to the

contrary, Compuware shall not market or license Deployment

Software to End Users for incorporation into VAR Application

Software. If Compuware does market Deployment Software to End

Users for incorporation into VAR Application Software, VAR

will not owe Compuware the applicable royalty for the VAR

Application Software that VAR licensed to such End User.

(q) VAR shall maintain accurate books and records of all dealings

under this Agreement including any licensing of UNIFACE

Software and VAR Application Software and the furnishing of

support services; Such books and records shall be prepared and

maintained in a manner that will reasonably facilitate

Compuware's verification of each report prepared by VAR. Such

books and records shall be kept and maintained by VAR during

the term of this Agreement and for a period of not less than

three years from the date of the transaction. If this

Agreement is terminated, VAR shall transfer copies of all such

books and records to Compuware within a period of thirty (30)

days of such termination upon Compuware's written request.

(r) VAR agrees to provide to Compuware a quarterly report setting

out the licensing and services furnished under the Agreement

including a reconciliation of royalties due Compuware in a

form substantially in the form of Exhibit IV. Such report

shall be submitted to Compuware no later than thirty (30) days

after the end of each calendar quarter in which this Agreement

is in effect.

In addition, VAR agrees to provide to Compuware a report of

each installation of VAR Application Software that report

shall include details of End Users (a purchase order that

includes End User name and address, description of products,

and description of infrastructure, i.e. platforms, databases,

etc.). Such report shall be submitted to Compuware upon the

installation and/or the license of the VAR Application

Software of the End User, whichever occurs sooner.

(s) Compuware shall have the right, not more than once during each

of VAR's fiscal years, on reasonable notice and during normal

business hours to visit and inspect VAR's place of business

and applicable sales records to attempt to verify VAR's

compliance with its obligations under this Agreement.

Additionally, VAR agrees that Compuware shall have the right

to have VAR's books and records of sales audited by an

independent auditor of Compuware's choice not more than once

during each of VAR's fiscal years, but not during the months

of January or February. Such auditor's fees shall be borne by

Compuware, unless such audit shows an underpayment of

royalties of 5% or more of the royalties actually owing for

the period in question, in which event, the auditor's fees

shall be paid by VAR.

REVIEWED/APPROVED

JDA LEGAL

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2. Sublicense of Deployment Software

(a) VAR agrees to use, market and sublicense the Deployment

Software solely and exclusively as part of the VAR Application

Software for the exclusive use by its End Users on supported

UNIFACE Software platforms.

(b) VAR will distribute the Deployment Software as incorporated in

the VAR Application Software to End Users only after VAR and

such End Users have entered into a software license agreement

containing substantially the following terms:

(i) End User will not adapt, translate, decompile,

disassemble or create derivative works unless End

User licenses Source Code from VAR, in which case,

VAR shall 1) notify Compuware of End User's source

code license, 2) pay Compuware a royalty rate of

seven percent (7%) of the source code license fee,

and 3) VAR will require End User to license

appropriate number of Development Licenses.

(ii) End User will not sublicense, rent, lease or

otherwise assign or transfer this Agreement or the

VAR Application Software. Notwithstanding the

foregoing, the End User can be permitted to assign or

transfer the license for "the VAR Application

Software provided that (i) Compuware receives advance

written notification, and (ii) the assignee or

transferee agrees in writing to be fully bound by the

terms and conditions of the software license

agreement. Variance with these terms will result in

the automatic termination of End User's license;

(iii) End User may make a reasonable number of copies

necessary to exercise their license grants. End User

shall reproduce and include the copyright notice of

VAR and Compuware on any copy of the VAR Application

Software;

(v) End User acknowledges and understands that portions

of the VAR Application Software are licensed to VAR

by Compuware;

(vi) The copyright and other intellectual property rights

in the VAR Application Software except for the

Deployment Software are and at all times shall remain

the property of VAR or its licensors and End Users

agrees that the Application Software is for internal

data processing purposes of End Users and agrees not

to copy nor disclose the VAR Application Software to

others.

(vii) Compuware regards the UNIFACE Software as proprietary

information and as trade secrets. End User agrees to

hold such proprietary information or trade secrets in

strictest confidence, not to disclose it to any third

party and to exercise the same degree of care (but no

less than reasonable care) to safeguard the

REVIEWED/APPROVED

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confidentiality of such information as End User would

exercise to safeguard its own proprietary information

of a similar nature.

(viii) End User agrees that Compuware shall have the right,

as an intended third-party beneficiary of this

Agreement, to rely upon and directly enforce the

terms set forth in this Agreement.

service.

3. Orders, Delivery And Acceptance

(a) All orders for Development Software issued by VAR will be in

writing on a Product Schedule, will refer to and be subject to

the terms and conditions of this Agreement, the Product

Schedule and any Exhibits, and will be forwarded to the

Compuware managing office at the address set forth in Exhibit

I. Any additional terms and conditions contained on any

purchase order or other VAR order document are of no force or

effect, and Compuware hereby gives notice of objection to such

additional terms. Orders will bind Compuware only when

accepted by written confirmation

(b) The UNIFACE Software described in the Product Schedule(s) will

be deemed accepted by VAR upon VAR's execution of the Product

Schedule(s) or upon VAR's use of the UNIFACE Software,

whichever is earlier.

with its standard practices. Shipment will be by means

selected by Compuware. Risk of loss and damage will pass to

VAR upon delivery to VAR's location.

4. Fees and Royalties

(a) Royalties. In consideration of the rights granted herein, VAR

agrees to pay Compuware the license fees for the UNIFACE

Software as set out in Exhibit I and royalties for each copy

of VAR Application Software as set out in Exhibit I licensed

to use or accessed by an End User (except for evaluation

copies under Section IV.1(o), whether or not VAR has received

payment from End User. The royalties will be calculated as set

forth in Exhibit I and payable under the terms of this

Agreement.

(b) Support Services Fees for UNIFACE Software and VAR Application

Software. VAR agrees to pay annual Support Services fees on

UNIFACE Software and Deployment Software by paying in advance

the Support Services fees set forth in Exhibit I.

5. Payment Terms

(a) Payment of License Fees and Support Services Fees. Invoices

will be issued by Compuware upon execution of the Agreement

and subsequent Product Schedules for all UNIFACE Software and

for Support Services.

REVIEWED/APPROVED

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Support Service fees renew annually after the initial period.

Payment terms are net thirty (30) days from the date of

invoice and payable in US dollars.

(b) Payment of Royalties and Support Services Fees. VAR shall pay

royalties and Support Services fees due Compuware within

thirty (30) days after the end of each month in which fees for

such royalties or End Users support fees were recognized.

Royalty and Support Services payments shall be made to

Compuware in US dollars.

unpaid fees and royalties equal to the lesser of (i) 1% per

month of the outstanding amount due or (ii) the maximum rate

allowed by law. If VAR becomes delinquent in the payment of

any amount due, Compuware may, among other remedies available

at law or in equity, suspend performance under this Agreement.

(d) If Compuware fails to remedy Severity One Defects in the

UNIFACE Software within a commercially reasonable period, VAR

may, among other remedies available at law or in equity under

this Agreement, with regard to those End Users who are under a

current maintenance program and are experiencing the Severity

One Defects problem:

(i) suspend performance;

(ii) cease to pay maintenance; and

(iii) apply one of the following remedies with respect

to each End User experiencing the Severity One

Defects:

a) withhold payment to Compuware in an amount

equal to UNIFACE Software royalties paid by

such Severity One experiencing End User; or

b) receive a credit of royalty for the Severity

One experiencing End User where VAR issues a

credit as a result of Severity One Defects.

(e) If Compuware fails to release a Major Release within 24 months

of the previous Major Release, the then current royalty rate

shall decrease (0.5%) for each year thereafter in which a

Major Release is not released ("Adjustment"). If Compuware has

not issued a Major Release within 24 months during a prepay

royalty period, the prepaid royalty rate will remain in effect

with the Adjustment after the expiration of the pre-paid

royalty period, until such time that a Major Release is

issued. At such time, the royalty rate will revert to the rate

specified in Exhibit I (the non-prepay royalty rate) or JDA

may elect to make an additional pre-payment at that time to

reinstate the 7% rate. Compuware will provide a credit to JDA

towards future royalties equivalent to the amount JDA would

have paid if no Adjustment(s) were made, less what JDA

actually paid with the Adjustment(s).

REVIEWED/APPROVED

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6. Support and Obligations Of VAR

(a) As between Compuware and VAR, VAR shall be responsible for

first line support to End Users of the VAR Application

Software, whether or not VAR charges End User(s) for support.

VAR shall provide End Users on support for which maintenance

service was paid with (i) first line technical support by

maintaining a qualified support group, (ii) a service to

ascertain the nature of problems an End-User may be

experiencing and correct such problems, and (iii) other

related maintenance services.

(b) Annual Maintenance Plan services and fees are mandatory for

both UNIFACE Software and for Deployment Software for the

first year. Thereafter, VAR shall pay Compuware maintenance

for each Deployment Software for which it assesses maintenance

fees. Annual Maintenance Plan fees are set out in Exhibit I

and are payable annually in advance. If an Annual Maintenance

Plan is not continued, no support will be provided, including

providing of enhancements, new releases, or fixes and a new

version of ODBMS would require a royalty payment based on the

license fee charged by VAR.

7. Obligations Of Compuware

(a) Compuware will make available upon request, with reasonable

notice, to VAR's sales and technical staff sales collateral

materials as reasonably required regarding UNIFACE Software,

to use. Compuware will also make available upon request, with

reasonable notice, and at the expense of VAR, training

services. The type and cost for such training will be as

specified in a Product Schedule.

(b) VAR will be entitled to the following services from Compuware:

- the supply of any available Maintenance Release

and/or updates of the appropriate UNIFACE Software;

- user documentation on payment of a charge for the

media, transportation and handling charges involved;

- copies of Compuware's technical bulletin normally

furnished by Compuware to customers as and when the

same are published by Compuware;

- non-exclusive access to technical hotline support

from Compuware

contractors of VAR who received training in the use of UNIFACE

Software. VAR agrees to have at all times a staff of a minimum

of two (2) persons who received such training. The technical

hotline will only be used to resolve problems stemming from

the demonstrable failure of the UNIFACE Software to work in

accordance with Compuware user manuals as updated from time to

time. Any other use of the technical hotline by VAR will be

chargeable by

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Compuware in accordance with Compuware's normal practice and

payable by VAR within thirty (30) days of the date of

Compuware's invoice therefor.

(d) VAR acknowledges that the technical hotline is not for use by

End Users and shall not permit any End User to make direct use

of the technical hotline.

(e) Compuware will provide VAR with (i) a reasonable quantity of

brochures and other sales promotion material at no charge and

(ii) periodic marketing communications and updates regarding

the UNIFACE Software. At VAR's request, Compuware will furnish

additional copies of any available non-proprietary materials

regarding the UNIFACE Software at Compuware's then current

cost.

(f) Additional products and services are available from Compuware

at Compuware's then current rates and terms.

8. Warranties And Disclaimers

(a) Compuware warrants that UNIFACE Software delivered by

Compuware to VAR will operate on designated platforms in

substantial accordance with the specifications set forth in

Compuware user manuals.

(b) This warranty does not apply to any UNIFACE Software that: (i)

has been altered; (ii) has not been handled, installed,

maintained, or operated in substantial accordance with

Compuware instructions; or (iii) has been damaged by accident,

misuse, negligence, or external factors.

to this Agreement will be performed with reasonable skill and

care consistent with industry standards.

(d) Compuware warrants that it has all right, title and interest

in the UNIFACE Software necessary to grant the rights

contained herein.

(e) YEAR 2000 WARRANTY:

Provided payment for maintenance is current and Licensee has

installed the latest available Software release, Compuware

warrants that all new releases of the Software licensed

hereunder, marketed as "Year 2000 Compliant" and made

generally available after July 1, 1998 are enabled to process

post year 2000 dates. Specifically, Compuware defines year

2000 compliant as the Software being functional in a post year

2000 environment and will perform substantially as stated in

the Software documentation. Compuware Software may display

dates in either 2 or 4 digit year formats. If 2 digit year

displays are used, it will be clearly evident to the Software

user, based on Software function and documentation, that the 2

digit "00" represents the year 2000. When required, Software

will either process with 4 digit years and/or implement

REVIEWED/APPROVED

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century windowing techniques to handle and process post year

2000 dates.

The above Year 2000 warranty shall be incorporated into the

Agreement and subject to all terms, conditions, restrictions

and limitations contained therein including, but not limited

to the Limitation of Liabilities and Indemnification.

(f) VIRUS: Compuware warrants that it has taken reasonable steps

to test any Software delivered hereunder for Computer Virus

and that the Software is free of Computer Viruses as of the

date of delivery by Compuware and that Compuware will continue

to take such steps with respect to future enhancements or

modifications to the Software. "Computer Virus" is defined as

computer instructions that alter, destroy or inhibit the

Software and/or Licensee's processing environment, including,

but not limited to, other programs that self-replicate without

manual intervention, instructions programmed to activate at a

predetermined time or upon a specific event, and/or programs

purporting to do a meaningful function but designed for a

different function. Compuware will maintain a master copy of

each version of the Software, to the best of Compuware's

knowledge to be free and clear of any Computer Virus.

(g) VAR is relying on its own skill and judgment in relation to the

UNIFACE Software irrespective of any knowledge it or its

servants or agents may possess as to the purpose for which the

UNIFACE Software is supplied and Compuware makes no warranty

that the UNIFACE Software will meet VAR's requirements or those

of any End User.

(h) Notwithstanding the foregoing, Compuware makes no warranty

that operation of the UNIFACE Software will be uninterrupted

or error-free, nor that the UNIFACE Software will be

compatible with and/or work in conjunction with any VAR

Application Software or any other software or hardware.

(i) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO

WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR

OTHERWISE, AND ALL SOFTWARE, SERVICES AND OTHER ITEMS ARE

PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COMPUWARE

DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND

FITNESS FOR A PARTICULAR PURPOSE AS TO BOTH COMPUWARE AND

NON-COMPUWARE PRODUCTS. ANY WARRANTIES MADE TO VAR UNDER THIS

AGREEMENT EXTEND SOLELY TO VAR.

9. Limitations Of Liability And Indemnification

(a) VAR's sole and exclusive remedies for damages from any cause

related to or arising out of this Agreement whether, based on

negligence, breach of contract, warranty or other legal

theory, will be those provided in this Agreement.

REVIEWED/APPROVED

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CONFIDENTIAL AND PROPRIETARY

(b) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR: (I) ANY

INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES

INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF GOODWILL

OR THE DIMINUTION IN THE VALUE OF VAR'S BUSINESS, REVENUES,

PROFITS OR SAVINGS; OR (II) CLAIMS DEMANDS OR ACTIONS AGAINST

THE OTHER PARTY BY ANY PERSONS, EXCEPT AS PROVIDED IN SECTION

10, AND COMPUWARE'S RIGHT TO COLLECT LICENSE FEE'S OR REVENUE

DUE TO UNAUTHORIZED USE OF UNIFACE SOFTWARE. EXCEPT FOR CLAIMS

ARISING OUT OF EACH PARTY'S OBLIGATIONS UNDER SECTION 10,

VAR'S MISUSE OF COMPUWARE'S UNIFACE SOFTWARE, OR VAR'S

VIOLATION OF SECTION 12(A): CONFIDENTIALITY OF UNIFACE,

NEITHER PARTY'S LIABILITY FOR ANY AND ALL CAUSES, WHETHER

BASED ON NEGLIGENCE, BREACH OF CONTRACT, WARRANTY OR OTHER

LEGAL THEORY, SHALL EXCEED CHARGES PAID BY VAR TO COMPUWARE

FOR THE UNIFACE SOFTWARE THAT IS THE SUBJECT MATTER OF THE

CAUSE OF ACTION ASSERTED DURING THE TWENTY-FOUR (24) MONTH

PERIOD IMMEDIATELY PRECEDING NOTICE TO THE OTHER PARTY OF SUCH

CLAIM OR CAUSE.

with respect to proprietary rights of the other party may

cause such party irreparable injury for which there are

inadequate remedies at law and that Compuware shall be

entitled to seek equitable relief in addition to all other

remedies available to it.

(d) Except for the remedies provided to VAR in this Agreement, and

subject to the limitations set forth in 9(b), and provided

Compuware provides VAR with prompt written notice, reasonable

assistance, and authority to defend or settle all non-UNIFACE

product or intellectual property right disputes, VAR will

indemnify and hold Compuware harmless against any claims,

costs, damages and liabilities arising out of or in any way

connected with: (i) any breach of this Agreement by VAR, its

employees or agents; and (ii) any claim by End Users or other

third parties with respect to VAR's products (excluding claims

based exclusively upon UNIFACE components independent of their

use with VAR Application Software) or other non-Compuware

products provided, recommended or referred by VAR. Such

indemnification will include all reasonable legal fees and

other costs incurred by Compuware in defending any such

claims. Termination or cancellation of this Agreement will not

affect VAR's indemnification obligations.

(e) Compuware software licensors shall have no liability with

respect to any claim of VAR or a third party on account of,

resulting from, or arising out of the use of any software,

services or products provided by such licensor or derived from

such licensor's software. Compuware software licensors shall

have no obligation to furnish any assistance, information or

documentation with respect to any software, services or

products.

REVIEWED/APPROVED

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CONFIDENTIAL AND PROPRIETARY

(f) Any legal proceeding, regardless of form, arising out of this

Agreement must be commenced within two (2) years after the

cause of action first occurs or shall forever thereafter be

barred.

10. Patent, Copyright and Trade Secret Indemnification

(a) Compuware, at its own expense, will defend VAR against claims

that the UNIFACE Software furnished under this Agreement

infringe upon any patent, copyright, trade secret or other

intellectual property rights, provided VAR; (i) gives

Compuware prompt written notice of such claims pursuant to

Section 14(g), (ii) permits Compuware to defend or settle the

claims, and (iii) provides all reasonable assistance to

Compuware in defending or settling the claims. Termination or

cancellation of this Agreement will not affect Compuware's

indemnification obligations.

(b) Compuware shall have no obligation for or with respect to

claims, actions, or demands alleging infringement by VAR

Application Software based on any of the following:

- unauthorized modification of the UNIFACE Software;

- a Major Release of the UNIFACE Software other than

the current or one prior Major Release if the current

or prior Major Release would be non-infringing;

- use of the UNIFACE Software in combination with

non-Compuware programs;

- third party-software which form part of, or is

bundled with, the UNIFACE Software.

opinion of Compuware, subject to a claim of infringement or

misappropriation, Compuware may elect to; (i) obtain the right

of continued use and remarketing of the UNIFACE Software for

VAR as provided under this Agreement, or (ii) replace or

modify such UNIFACE Software to avoid such claim. If neither

alternative is, in the opinion of Compuware, available on

commercially reasonable terms and costs, then any applicable

license to VAR will terminate and Compuware will provide a

refund of the applicable royalty percentage rate equal to the

percentage of the VAR Application License Fee VAR refunds to

End User as determined by its negotiated End User agreements.

(d) Compuware will not defend or indemnify VAR and shall have no

liability or responsibility for any claim of infringement or

misappropriation asserted by a parent or subsidiary of VAR.

(e) This Section

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