WAY OF
ILLUSTRATION, THE ABOVE PRINCIPLES SHALL APPLY SUCH THAT TDCC'S RIGHTS WITH
RESPECT TO A PARTICULAR AGREEMENT COMPOUND, APPLICABLE TO A PARTICULAR FIELD AS
OF THE
Confidential
20
TIME SUCH AGREEMENT COMPOUND AROSE, APPLY EQUALLY TO ANY MODIFICATIONS TDCC
MIGHT MAKE TO SUCH AGREEMENT COMPOUND, EVEN IF SUCH MODIFICATIONS ARE MADE AFTER
THE FIELD DEFINITION HAS BEEN CHANGED.
ARTICLE 5
SOFTWARE
5.1
DEPLOYMENT.
SYMYX DTOOLS SHALL PROVIDE A
MINIMUM OF * AND UP TO * FTE YEARS OF PERSONNEL TO DEPLOY THE SOFTWARE DURING
THE PROGRAM TERM WITHIN TDCC AND ITS AFFILIATES IN ACCORDANCE WITH A SOFTWARE
DEPLOYMENT PLAN ATTACHED HERETO AS EXHIBIT G ("SOFTWARE DEPLOYMENT PLAN"), AS
FOLLOWS:
*.
TDCC SHALL PROVIDE SYMYX WITH AT LEAST TWELVE (12) MONTHS NOTICE A
FORECAST OF THE STAFFING LEVELS FOR THE SOFTWARE DEPLOYMENT PLAN (OTHER THAN
STAFFING FOR 2005 AND 2006, WHICH SHALL BE AS SET FORTH ABOVE)(E.G., IF THERE
ARE EXPECTED TO BE LESS THAN * AS OF JANUARY 1, 2007, TDCC SHALL SO NOTIFY SYMYX
NO LATER THAN JANUARY 1, 2006) AND AT LEAST SIX (6) MONTHS NOTICE WITH RESPECT
TO ACTUAL STAFFING LEVELS FOR THE SOFTWARE DEPLOYMENT PLAN.
NOTWITHSTANDING
ANY OTHER PROVISION OF THIS AGREEMENT, SYMYX SHALL NOT, WITHOUT ITS CONSENT, BE
REQUIRED TO PERFORM ACTIVITIES OTHER THAN IN ACCORDANCE WITH THE SOFTWARE
DEPLOYMENT PLAN OR UTILIZE A NUMBER OF FTES IN EXCESS OF THE NUMBER OF FTES
SPECIFIED ABOVE. SYMYX DTOOLS SHALL USE EFFORTS THAT ARE REASONABLE IN THE
CIRCUMSTANCES AND CONSISTENT WITH PROFESSIONAL STANDARDS APPLICABLE TO THE
RESEARCH AND DEVELOPMENT SOFTWARE BUSINESS TO CONDUCT ACTIVITIES IN ACCORDANCE
WITH THE SOFTWARE DEPLOYMENT PLAN.
TDCC CONTEMPLATES THAT IT WILL PROVIDE AN
AVERAGE OF * FTES PER YEAR DURING THE PROGRAM TERM IN SUPPORT OF THE SOFTWARE
DEPLOYMENT PLAN, BUT SUCH NUMBER MAY BE ADJUSTED BY MUTUAL CONSENT, SUCH CONSENT
NOT TO BE UNREASONABLY WITHHELD.
ANNUAL PROGRAM GOALS FOR EACH TWELVE (12)
MONTH PERIOD COMMENCING ON JANUARY 1ST OF THE PROGRAM TERM FOR THE SOFTWARE
DEPLOYMENT PLAN WILL BE ESTABLISHED PURSUANT TO SECTION 3.5.
SYMYX SHALL FOR
THE DURATION OF THE PROGRAM TERM AND ANY EXTENSION THEREOF USE COMMERCIALLY
REASONABLE EFFORTS TO PROVIDE SUCH SUPPORT SERVICES FOR THE SOFTWARE AS IT
GENERALLY PROVIDES TO ITS CUSTOMERS, AS FURTHER DESCRIBED IN EXHIBIT G.
SUCH
SUPPORT SERVICES SHALL BE WITHOUT ADDITIONAL CHARGE TO TDCC (OTHER THAN THE
PAYMENTS SET FORTH IN SECTIONS 8.2 AND 8.4 HEREUNDER).
SYMYX WILL TAKE
REASONABLE STEPS TO FACILITATE THE ORGANIZATION AND OPERATION OF USER GROUPS
(RENAISSANCE USER GROUPS FOR ALL INTERESTED SYMYX CUSTOMERS CONSISTENT WITH
SYMYX'S PRACTICES AS OF THE EFFECTIVE DATE) FOR SOFTWARE DURING THE PROGRAM
TERM, IF TDCC REQUESTS.
5.2
SOFTWARE LICENSE.
SYMYX DTOOLS SHALL
PROVIDE THE SOFTWARE TO TDCC (AND TO AFFILIATES DESIGNATED BY TDCC) ON OR BEFORE
THE BEGINNING OF THE PROGRAM TERM AND SHALL PROVIDE DOCUMENTATION FOR SAME IN
ACCORDANCE WITH THE SOFTWARE DEPLOYMENT PLAN AND ANNUAL PROGRAM GOALS.
SYMYX
DTOOLS HEREBY GRANTS TO TDCC A WORLDWIDE, NONEXCLUSIVE, NONTRANSFERABLE,
NONSUBLICENSABLE (EXCEPT AS PROVIDED IN SECTION 5.10) RIGHT TO INSTALL AND