EXHIBIT 10.3
TERMINATION AGREEMENT AND MUTUAL
RELEASE
AND AMENDMENTS TO EXISTING
AGREEMENTS
This TERMINATION AGREEMENT AND
MUTUAL RELEASE (“Termination Agreement”) is entered
into by and between MSC.Software Corporation , a corporation
organized and existing under the laws of Delaware, having its
principal offices at 2 MacArthur Place, Santa Ana, California
92707, United States of America (hereafter “MSC”), and
Dassault Systemes , a corporation organized and existing
under the laws of France, having its principal offices at 9 quai
Marcel Dassault, 93150 Surenes, France (hereafter “DS”)
and is effective this 30 th day of June, 2005.
In consideration of the terms and
conditions set forth in this Termination Agreement and other good
and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, MSC and DS hereby agree as follows:
1. Purpose.
DS and MSC have previously entered
into a Frame Agreement (referenced 01050A2001DS) (the
“Frame Agreement”), a Gold Software Partner
Agreement (referenced 01051A2001DS) and a CAA Solution Provider
Agreeement (referenced 01251A2000DS, (the Gold Software Partner
Agreement and the CAA Solution Provider Agreement being hereafter
designated the “Development Agreements”). By way of
this Termination Agreement, DS and MSC desire to completely and
immediately terminate the Frame Agreement, and acknowledge and
agree that, except as otherwise expressly set forth in
Section 4 below, neither party shall have any obligation or
liability to the other in connection with the Frame Agreement. In
addition, through this Termination Agreement, the Royalty rate
under Section 6 of the Development Agreements is amended as
set forth in Section 5 below.
2. Termination of the Frame
Agreement. DS and MSC
hereby terminate immediately, for mutual convenience, the Frame
Agreement and any amendments thereto. Effective immediately upon
execution of this Termination Agreement, neither party shall have
(except as otherwise expressly set forth in Sections 4 and 7 below)
any obligation, responsibility, or liability to the other party for
any reason whatsoever in connection with the Frame Agreement,
including, but not limited to any development obligation under
Article 3 of the Frame Agreement, any royalty obligation for sales
of MSC Non V5 Modeler Application Programs as described in
Section 5.5 of the Frame Agreement and any and all other past,
present, or future payments, performance, or any other obligations
under the Frame Agreement.
3. Mutual Release.
Effective immediately upon execution
of this Termination Agreement, each party releases and forever
discharges the other party and all of its employees, agents,
successors, assigns, legal representatives, affiliates, directors
and officers from and against any and all actions, claims, suits,
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