SOFTWARE LICENSE AND HOSTING SERVICES AGREEMENT
THIS SOFTWARE LICENSE AND HOSTING SERVICES AGREEMENT, including the exhibits
("Agreement"), effective as of November 19, 2013 ("Effective Date"), is hereby
made by and between Cisco Systems, Inc., a California corporation, having
principal offices at 170 West Tasman Drive, San Jose, California 95134-1706
("Cisco", which term shall also include its Affiliates) and Covisint
Corporation, a Michigan corporation, having principal offices at One Campus
Martius, Detroit, Michigan 48226 ("Licensor").
This Agreement has the following exhibits which are hereby incorporated into
this Agreement by this reference:
EXHIBIT A
SOFTWARE AND FEES
EXHIBIT B
SOFTWARE SPECIFICATIONS
EXHIBIT C
END USER DOCUMENTATION
EXHIBIT D
TRADEMARKS AND TRADEMARK USAGE GUIDELINES
EXHIBIT E
LICENSOR SOFTWARE SUPPORT
EXHIBIT F
ESCROW AGREEMENT
EXHIBIT G
OPEN SOURCE GUIDELINES FOR CISCO SUPPLIERS
EXHIBIT H
HOSTING SERVICES EXHIBIT
RECITALS
A.
Licensor licenses certain Software as set forth in Exhibit A and provides
certain Hosting Services as described in Exhibit H.
B.
The parties desire that Licensor provide Hosting Services and license such
Software to Cisco.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the
parties agree as follows:
1.
DEFINITIONS.
1.1 "Affiliate" means any corporation, firm, partnership, or other entity,
whether de jure or de facto, that directly or indirectly owns, is owned by, or
is under common ownership with Cisco Systems, Inc. to the extent of at least
fifty (50%) percent of the equity having the power to vote on or direct the
affairs of the entity, and any person, firm, partnership, corporation, or other
entity actually controlled by, controlling, or under common control with Cisco
Systems, Inc.
1.2. "Catalog SSO Application" means an SSO Application which Covisint has
integrated into the Covisint Cloud Identity Services prior to the execution of a
contract or order for such SSO Application with a Cisco Customer.
1.3. "Cisco Applications" means the Cisco applications authorized in writing by
Cisco
CISCO CONFIDENTIAL
SOFTWARE LICENSE AND HOSTING SERVICES AGREEMENT
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH
"***".
A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT.
to be hosted by Licensor as part of the Hosting Services, including any third
party Intellectual Property contained therein and any Cisco Intellectual
Property contained therein.
1.4. "Cisco Customer" shall have the meaning set forth in Exhibit H.
1.5. "Contamination" means that proprietary technology has become subject to the
terms of an Open Source License under which downstream recipients or other third
parties may claim the right to (i) copy, create derivative works of, or
redistribute the proprietary technology, or (ii) receive source code to the
proprietary technology.
1.6. "Documentation" means any Specifications, technical manuals and other
materials provided by Licensor with the Software and/or the Hosting
Services.
1.7. "End User" means an individual authorized by Cisco or Cisco Customer to use
the Hosting Services.
1.8. "End User Documentation" means the specific End User Documentation created
by Licensor as defined in and compliant