ࡱ> 364oRoot Entry F.0~RCompObjnWordDocumentObjectPool;; $  !"#K%&' )*+k-.^012XHIJSLMNOPQRGTUV/Y\]r_hij(lmn{stvwxyz,|}~SummaryInformation(  FMicrosoft Word 6.0 Document MSWordDocWord.Document.69q Oh+'0$ H l   D hC:\MSOFFICE\WINWORD\NORMAL.DOTCONSULTING AGREEMENT Joe Kuefler Joe Kuefler@fI\@Mw@ZT%@LMicrosoft Word 6.032šÚ͚ךؚٚښۚܚ  FƁɁρЁցځ(+./ELejĂςт҂ӂTiUiViWi]iBBBBB?Times New Roman Symbol &Arial Tms Rmn"h!+*&h*F $T%O>CONSULTING AGREEMENT Joe Kuefler Joe Kuefler7=ܥe3 eB2%+]RH,rܯrrrFȴ@r? """"""ȶʶʶʶʶʶʶ^T>7,""$ """"""""""""ȶ,<V,"ȶ"" RIDGEWARE-SEGUE RADAR 3.0 OEM AGREEMENT D R A F T This Agreement (Agreement) is entered into as of [to be determined] by and between Ridgeware, Inc., a Delaware Corporation, with its principal place of business at 14 Red Acre Road, Stow, Massachusetts 01775 (RIDGEWARE) and Segue Software, Inc., a Delaware corporation, with its principal place of business at 201 Spring Street, Lexington, Massachusetts 02421 (SEGUE). SEGUE desires to license a future software product (Product) from RIDGEWARE and aid financially in its development by pre-paying a portion of SEGUEs future royalties. RIDGEWARE, in turn will license the software product to SEGUE under the terms of this agreement. In consideration of the mutual promises contained herein, SEGUE and RIDGEWARE agree as follows: 1. Product Definition Exhibit A is SEGUEs Marketing Requirements Document (MRD), which RIDGEWARE will meet (or exceed) when developing the Product. Note however that any additional features in the Product which are not specified in the MRD are available to SEGUE only under RIDGEWAREs discretion. For various reasons, it may be effecacious for RIDGEWARE to disable or hide features of the Product which SEGUE did not request in the MRD and which RIDGEWARE inclRIDGEWARE Services will begin on the Effective Date. 1. Services. SEGUE may from time to time issue project assignments in the form attached to this Agreement hereto as Exhibit A (Project Assignment Appendix). During the term hereof, RIDGEWARE agrees to perform the Services described in any Project Assignment Appendix, accepted by RIDGEWARE, according to the schedule of work set forth therein. 2. Project Assignment Appendix. For each Project Assignment, a Project Assignment Appendix shall be prepared by SEGUE and signed by RIDGEWARE and SEGUE. The Project Assignment Appendix shall contain the following terms and conditions as applicable: (i) the scope of the Project Assignment, (ii) the name and location of SEGUEs customer for whom the Services are being performed (the Customer), (iii) the anticipated schedule, and (iv) the payment structure. 3. Payment for Services. SEGUE shall pay RIDGEWARE the fees set forth in EXHIBIT A: Rate and Payment Terms for the performance of the Services, together with reimbursement for RIDGEWAREs direct costs and out of pocket expenses as provided herein. 4. Taxes. The fees payable under this Agreement shall not be construed to include local, state or federal sales, use, excise, personal property or similar taxes or duties (hereinafter Taxes) and any such Taxes other than Taxes based on the net income of RIDGEWARE shall be assumed and paid for by SEGUE. 5. Employment Taxes and Benefits. RIDGEWARE acknowledges and agrees that it shall be the obligation of RIDGEWARE to report as income all compensation received by RIDGEWARE pursuant to this Agreement. As applicable, RIDGEWARE shall be solely responsible for payment of salary (including withholding of income taxes and social security) and associated benefits of its employees. 6. Relationship of Parties. RIDGEWARE employees, when engaging with SEGUE customers, have no authority whatsoever to bind SEGUE by contract or otherwise. However, because SEGUE is outsourcing a piece of its business activity to RIDGEWARE, RIDGEWARE will take reasonable means to obscure its existance by representing itself as a part of SEGUE. The details of this outsourcing relationship have been worked out verbally by officials of SEGUE and RIDGEWARE and do not need to be detailed in this Agreement. RIDGEWARE shall perform the Services under the general direction of SEGUEs project manager, but RIDGEWARE shall determine, in RIDGEWAREs sole discretion, the manner and means by which the Services are accomplished, subject to the express condition that RIDGEWARE shall at all times comply with applicable law. RIDGEWARE is an independent contractor and RIDGEWARE is not an agent or employee of SEGUE, and has no authority whatsoever to bind SEGUE by contract or otherwise. RIDGEWARE assumes full responsibility for the actions of RIDGEWAREs employees while performing the Services. All Services shall be performed exclusively by RIDGEWARE or RIDGEWAREs employees and in no event shall RIDGEWARE retain independent contractors to perform Services, unless RIDGEWARE obtains SEGUEs prior written consent and any independent contractors retained execute an agreement regarding confidentiality and ownership of proprietary rights in a form acceptable to the SEGUE. 7. Certification. Prior to commencing any Services, RIDGEWARE or RIDGEWAREs employees and/or contractors, as the case may be, shall complete the training and certification specified in Exhibit B (Training and Certification) hereto. 8. Customer Rules. Unless otherwise specified in the Project Assignment Appendix, CONSULTANT shall perform the Services at Customers site. CONSULTANT shall observe the working hours, working rules and holiday schedules of Customer, when working on a Customers premises. 9. Company Property. RIDGEWARE acknowledges that SEGUEs sole and exclusive property includes all documents, such as drawings, designs, blueprints, manuals, notes, notebooks, reports, formulas, memoranda, records, files, computer programs, machine listings, data and the like delivered to RIDGEWARE by SEGUE, for RIDGEWAREs use in the performance of Services under this Agreement. RIDGEWARE agrees to redeliver promptly all SEGUE property and all copies of SEGUE property in RIDGEWAREs possession to SEGUE at any time upon SEGUEs request or upon termination of this Agreement for any reason or in any manner, except as SEGUE may, by prior written permission, allow RIDGEWARE to retain. RIDGEWARE acknowledges that it has access to SEGUEs private network, customer lists, software licensing information, software source code and general access to proprietary information which a typical employee of SEGUE has. Since this information is pertinent to the outsourcing Services which RIDGEWARE will be performing for SEGUE, any permanent disruption of this access will render RIDGEWARE unable to continue its Services and if not corrected will cause abnormal termination of the Services and soon thereafter this Agreement (see (12. Termination). Upon normal or abnormal termination of Services, all Company Property received during the Effective Dates of this contract in posession of RIDGEWARE employees will be taken care of as follows, unless SEGUE advises in writing not to do this or unless another agreement between SEGUE and RIDGEWARE legalizes posession of this data: dial-up access into SEGUEs private network will be ceased immediately electronic data will be destroyed within 2 days tangible records will be returned within 7 days 10. Proprietary Rights in Work Product and Data. SEGUE shall retain all rights in any and all work product, programs, documentation, course materials, notes and techniques used to perform the Services rendered under the terms of any Project Assignment (the Work Product). RIDGEWARE irrevocably assigns to SEGUE and its respective successors and assigns, all right, title and interest in and to the Work Product and all patents, copyrights, trade secrets, know-how, and other proprietary rights contained therein, and all claims and causes of action relating to any of the foregoing rights. RIDGEWARE agrees to take all actions and execute all any and all documents requested by SEGUE, at SEGUEs expense, to fully vest in SEGUE all right, title, and interest in the Work Product. 11. Confidentiality. RIDGEWARE agrees to hold SEGUEs and Customers Confidential Information in confidence and not to disclose such Confidential Information to any third parties. For purposes hereof, Confidential Information shall include all confidential and proprietary information of SEGUE, Customer, or any third party, disclosed by SEGUE or Customer to RIDGEWARE, which, in the case of information disclosed orally, is identified at the time of disclosure as confidential, or in the case of information disclosed in writing, is labeled as confidential. The above obligations shall not apply to Confidential Information which: (a) was in the public domain at the time it was communicated to RIDGEWARE by SEGUE or Customer; (b) entered the public domain subsequent to the time it was communicated to RIDGEWARE by SEGUE or Company through no fault of RIDGEWARE; (c) was in RIDGEWAREs possession free of any obligation of confidence at the time it was communicated to RIDGEWARE by SEGUE or Customer;(d) was rightfully communicated to RIDGEWARE free of any obligation of confidence subsequent to the time it was communicated to RIDGEWARE by SEGUE or Customer; (e) was developed by employees or agents of RIDGEWARE independently of and without reference to any information communicated to RIDGEWARE by SEGUE or Customer; (f) was communicated by SEGUE or Customer to an unaffiliated third party free of any obligation of confidence; or (g) was part of a communication in response to a valid order by a court or other governmental body, was otherwise required by law, or was necessary to establish the rights of either party under this Agreement. 12. Termination. This Agreement shall commence on the Effective Date and shall continue until terminated abnormally, as described above ((9) or normally as described here: SEGUE will give RIDGEWARE written notice in person, by facsimile or by mail (Termination Request) that RIDGEWAREs Technical Support Services are no longer desired. RIDGEWARE will continue to be paid for Services until the end of the calendar month on which RIDGEWARE received the termination request. If the Termination Request is received after 5:00pm on the 19th of any particular month, RIDGEWARE will be paid for its services until the end of the next calendar month. After SEGUE has given RIDGEWARE a termination request, SEGUE using its discretion can choose not to have RIDGEWARE offer its consulting services, despite being paid for them. (a) Either party may terminate the Agreement in the event of a breach by the other party of any of its obligations contained herein if such breach continues uncured for a period of ten (10) days after written notice of such breach to the other party; (b) Either party may terminate this agreement upon written notice to the other party if either party is adjudicated bankrupt, files a voluntary petition of bankruptcy, makes a general assignment for the benefit of creditors, is unable to meet its obligations in the normal course of business as they fall due or if a receiver is appointed on account of insolvency; (c) Either party may terminate this agreement for its convenience upon thirty (30) days prior written notice to the other if there is no outstanding Project Assignment Appendix in effect. (d) SEGUE may terminate if RIDGEWARE is not meeting minimum performance standards. 13. Warranty of Performance. RIDGEWARE warrants that the Services performed under this Agreement will be performed in a professional and workmanlike manner. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 14. Limitation. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOSS OF PROFIT, GOODWILL OR OTHER INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES SUFFERED BY THE OTHER IN CONNECTION WITH OR ARISING UNDER THIS AGREEMENT. 15. General. 15.1 Governing Law: Severability. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. If any provision of this Agreement is for any reason found by a court of competent jurisdiction to be unenforceable, the remainder of this Agreement shall continue in full force and effect. 15.2 Complete Understanding: Modification. This Agreement constitutes the full and complete understanding and agreement of the parties hereto and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. This includes the CONSULTING AGREEMENT signed by SEGUE and RIDGEWARE on 9/1/1998 which can be considered DEFUNCT when this Agreement is signed by both parties. Any waiver, modification or amendment of any provision of this Agreement shall be effective only if in writing and signed by the parties hereto. 15.3 Notices. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified above or at such other address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address or if sent by certified or registered mail, upon receipt. 16. Blackout Periods. Since RIDGEWARE employees will have access to proprietary information of SEGUE, it is reasonable to extend the stock trading restrictions (blackout periods) which all SEGUE employees experience to all RIDGEWARE employees. SEGUE assumes responsibility for communicating these blackout periods to RIDGEWARE management. RIDGEWARE management will assume all responsibility for educating its employees and for enforcing this policy. IN WITNESS WHEREOF, the parties hereto have signed this Agreement. SEGUE SOFTWARE, INC. RIDGEWARE, INC. By: ________________________ By: ______________________ Name: ______________________ Name: ____________________ Title: _______________________ Title: _____________________ EXHIBIT A: Rate and Payment Terms RIDGEWARE will inuded in the product. 1. Product Ownership Although RIDGEWAREs development effort will take into account the direct needs of SEGUE 1. Restrictions to RIDGEWARE Livelihood In exchange for advanced royalty payments, RIDGEWARE agrees to certain restrictions in its livelihood as a software company: a. RIDGEWARE agrees to restrict its business and software development activities to avoid any type of relationship with the following companies (Named Competitors): Rational Software, with its principal place of business in Lexington, Massachusetts Mercury Interactive, with its principal place of business in California b. RIDGEWARE agrees to restrict its business and software development activities to avoid any type of relationship with companies who are unknown at the time of this contract to be engaged in the following core business areas but who emerge as competitors in one of these areas (New Competitors): eBusiness/eCommerce testing solutions software testing tools c. In addition to normal restrictions on RIDGEWAREs posession of proprietary agrees to restrict its business and software development activities to avoid any type of relationship with companies who are unknown at the time of this contract to be engaged in the following core business areas but who emerge as competitors in one of these areas (New Competitors): SEGUE desires that RIDGEWARE make every effort to conceal the existance and content of this Agreement and any portions of SEGUEs strategic plan which have been disclosed to RIDGEWARE from the Named Competitors and New Competitors. 1. Effective Date. The Effective Date of this Agreement is the date on which it is signed by both parties and RIDGEWARE has been made aware of this fact by a facsimile or an original of the signed contract. RIDGEWARE cannot take responsibility for the harm caused to SEGUE by any delay in the Effective Date, nor can RIDGEWARE be responsible to immediately eliminate a backlog of open technical support issues, caused by a delay in signing this contract. ! @R Footer %!)@a Page Number"@r" Footnote Text'c &@ Footnote Referencehexception of IntelligentAssistant and ShowMe if these prove to be impossible or infeasible, given Segues new Java-based toolset which is in development.relationshipSecond year of OEM relationshipYear 3etc.Third year of OEM relationship of advanced royalties of advanced royalties 3 @KNamed Competitors) for a period of at least 5 years:KL$$$$ )K@Normal3a c$@$ Heading 1Uc"A@"Default Paragraph Font&O&TxBr_p0(O(TxBr_p1I (O(TxBr_p2(O"(TxBr_p3y *O2*TxBr_p4*OB*TxBr_p5oORTxBr_p6ObTxBr_p7*Or*TxBr_p8*O*TxBr_p9(O(TxBr_p10(O(TxBr_p11*O*TxBr_p12,O,TxBr_p13o O TxBr_p14  O TxBr_c15 (O(TxBr_p16 (O(TxBr_p17 . $O$TxBr_p18!(O"(TxBr_p19"H*O2*TxBr_p20#o @B Header $produce and begin selling.Year 1FCS thru FCS+1yrFirst year of OEM agreement.Year 2FCS+1yr thru FCS+2yrsRIDGEWARE delivers a golden master of the product which SEGUE may reproduce and begin selling. Advanced Royalty Installments: $450kFirst installment, due at DevStart$100kFinal installment, due at FCS RIDGEWARE will license the Product to SEGUE on a per concurrent user basis, as follows: Year 1  the BETA will be available one month before FCS (see note below on FCS).  the 12 month estimate is a worst case senario and in the event that FCS occurs before 12 months from DevStart, SEGUE must pay the final installment of the advanced royalties when the Products golden master is delivered. 4 @Kworst caseestimateof. /orAfter deliver of the Product to SEGUE, as thatinclude and/or Software Testing Products SEGUE customers as Exhibit CRE will defer the sale to SEGUE.After deliver of the Product to SEGUE, for the Web module, with the possible  4 V W X Y zzzzz{{{{'{1{>{?{I{J{K{^{l{{{{{{{{{{{{|d|||||||||||| } }} }!}"}6}7}8}9}?}}}}}}}}}}}}E~K~Q~l~m~~~~~~~~~~~~~~~~~~01267=>CbcUbcUc^cc\Royalties to RIDGEWARESEGUE will pay RIDGEWARE a license royalty each time SEGUE sells the Product under SEGUEs brand name. A prearranged portiong of these future royalty payments will be given to RIDGEWARE in advance to aid in the development of the product. After SEGUE has sold the certain number of licenses which offsets the advanced payment(s), SEGUE must begin payment of the royalties on a per-license basis. 5elow7 1Exhibit A: and Delivery Schedule) minimum before the Product is made available to SEGUE.below inA prearranged portionment of the P The details of the license fees, advanced payments and payment terms are explicated in Exhibit B 1: Royalty Schedule.8Technical SupportRIDGEWAREwill offer technical support to SEGUE on a per-incident basis, according to the schedule below. SEGUE will be responsible for supplying technical support to its customers. SEGUE will not disclose phone numbers to their customers for RIDGEWARE which have not been published and will not require to contact SEGUE> bb$b1bRbebrbwbbbbbbbbbc"c$cccdcocccccccfBfKfcfhftfffffffffffgggg#g'g(g)g*gAgCgHgOgagbggggggggghhhh,h6hi?iQiSiTiUiViWi]itiuiiiu^cP&cas customers directly unless RIDGEWARE consents to this for certain specific technical support incidents. RIDGEWARE reserves the right to demand pre-payment of each technical support incident at the time each incident is opened. a. Per Incident Fee Schedule: the first 25 incidents will be free the next 75 incidents will cost SEGUE $150 per incident the next 100 incidents will cost SEGUE $200 per incident subsequent incidents will be quoted at consulting rates MRD Point Description R3-100 ExistinRoot Entry F R7CompObjnWordDocument<rObjectPool;;  !"#K-.^012X58:;=>?@ABC EFWHIJSLMNOPQRGTUV/ZY\[`]r_habcdefgpijDqustvwxyz,SummaryInformation(  FMicrosoft Word 6.0 Document MSWordDocWord.Document.69q Oh+'0$ H l   D hC:\MSOFFICE\WINWORD\NORMAL.DOTCONSULTING AGREEMENT Joe Kuefler Joe Kuefler@fI\@Mw@b[T%@LMicrosoft Word 6.033šÚ͚ךؚٚښۚܚ  F ƁɁρЁցځ(+./ELejĂςт҂ӂTiUiViWi]iB BBBB?Times New Roman Symbol &Arial Tms Rmn"h!+*&h*F!$T%O>CONSULTING AGREEMENT Joe Kuefler Joe KueflerABCDEFGHILMNOPQRSTUVWXYZ[\]^_`abcdefghijklmnopqrstܥe3 eBr1%+]RHjFV@?VXXXXXXT4>v+,"$ vV$>,ʳ,V RIDGEWARE-SEGUE RADAR 3.0 OEM AGREEMENT D R A F T This Agreement (Agreement) is entered into as of [to be determined] by and between Ridgeware, Inc., a Delaware Corporation, with its principal place of business at 14 Red Acre Road, Stow, Massachusetts 01775 (RIDGEWARE) and Segue Software, Inc., a Delaware corporation, with its principal place of business at 201 Spring Street, Lexington, Massachusetts 02421 (SEGUE). SEGUE desires to license a future software product (Product) from RIDGEWARE and aid financially in its development by pre-paying a portion of SEGUEs future royalties. RIDGEWARE, in turn will license the software product to SEGUE under the terms of this agreement. In consideration of the mutual promises contained herein, SEGUE and RIDGEWARE agree as follows: 1. Product Definition Exhibit A is SEGUEs Marketing Requirements Document (MRD), which RIDGEWARE will meet (or exceed) when developing the Product. Note however that any additional features in the Product which are not specified in the MRD are available to SEGUE only under RIDGEWAREs discretion. For various reasons, it may be effecacious for RIDGEWARE to disable or hide features of the Product which SEGUE did not request in the MRD and which RIDGEWARE included in the product. 1. Product Ownership Although RIDGEWAREs development effort will take into account the direct needs of SEGUE 1. Restrictions to RIDGEWARE Livelihood In exchange for advanced royalty payments, RIDGEWARE agrees to certain restrictions in its livelihood as a software company: a. RIDGEWARE agrees to restrict its business and software development activities to avoid any type of relationship with the following companies (Named Competitors): Rational Software, with its principal place of business in Lexington, Massachusetts Mercury Interactive, with its principal place of business in California b. RIDGEWARE agrees to restrict its business and software development activities to avoid any type of relationship with companies who are unknown at the time of this contract to be engaged in the following core business areas but who emerge as competitors in one of these areas (New Competitors): eBusiness/eCommerce testing solutions software testing tools c. In addition to normal restrictions on RIDGEWAREs posession of proprietary agrees to restrict its business and software development activities to avoid any type of relationship with companies who are unknown at the time of this contract to be engaged in the following core business areas but who emerge as competitors in one of these areas (New Competitors): SEGUE desires that RIDGEWARE make every effort to conceal the existance and content of this Agreement and any portions of SEGUEs strategic plan which have been disclosed to RIDGEWARE from the Named Competitors and New Competitors. 1. Effective Date. The Effective Date of this Agreement is the date on which it is signed by both parties and RIDGEWARE has been made aware of this fact by a facsimile or an original of the signed contract. RIDGEWARE cannot take responsibility for the harm caused to SEGUE by any delay in the Effective Date, nor can RIDGEWARE be responsible to immediately eliminate a backlog of open technical support issues, caused by a delay in signing this contract. ! @R Footer %!)@a Page Number"@r" Footnote Text'c &@ Footnote Referencehexception of IntelligentAssistant and ShowMe if these prove to be impossible or infeasible, given Segues new Java-based toolset which is in development.relationshipSecond year of OEM relationshipYear 3etc.Third year of OEM relationship of advanced royalties of advanced royalties 3 @KNamed Competitors) for a period of at least 5 years:KL $$$$ )K@Normal3a c$@$ Heading 1Uc"A@"Default Paragraph Font&O&TxBr_p0(O(TxBr_p1I (O(TxBr_p2(O"(TxBr_p3y *O2*TxBr_p4*OB*TxBr_p5oORTxBr_p6ObTxBr_p7*Or*TxBr_p8*O@@@ZA[AAA\B]BBBBBWWX$$$$$$^$$\ZZ$U$U$U$%) h 4h.) h 4h.& h 4h.& h 4h.'K@Normal3a c$@$ Heading 1Uc"A@"Default Paragraph Font&O&TxBr_p0(O(TxBr_p1I (O(TxBr_p2(O"(TxBr_p3y *O2*TxBr_p4*OB*TxBr_p5oORTxBr_p6ObTxBr_p7*Or*TxBr_p8*O*TxBr_p9(O(TxBr_p10(O(TxBr_p11*O*TxBr_p12,O,TxBr_p13o O TxBr_p14  O TxBr_c15 (O(TxBr_p16 (O(TxBr_p17 . $O$TxBr_p18!(O"(TxBr_p19"H*O2*TxBr_p20#o @B Header $! @R Footer %!)@a Page NumberLicense to Resell (OEM Relationship)RIDGEWARE releases the right for SEGUE to repackage the Product under SEGUEs own brand name, reproduce the software media and its documentation, and resell the Product under SEGUEs own brand name. of Radar and/or QA Radar in conjunction with its main line of business, as defined in the next point: Mutal Non-Compete Agreement. 4Mutual Non-Compete AgreementRIDGEWARE and SEGUE agree to a mutalvoice SEGUE in advance, for each upcoming month for which the Technical Support Services are expected to be rendered or for which RIDGEWARE is expected to be paid. The current rate decided upon by SEGUE and RIDGEWARE is $4,000 per week. All telephone charges from the previous month will be included in the advance bill for the next month. RIDGEWAREs payment terms are NET-15. Payment of each RIDGEWARE invoice is expected within 15 calendar days of the billing date. Rates and terms may be renegotiated at the discretion of SEGUE and RIDGEWARE by replacing this EXHIBIT A with a new revision. RIDGEWARE-SEGUE RADAR 3.0 OEM AGREEMENT Page -  PAGE 1 @K for resale to RIDGEWARE and Delivery Schedule Exhibit A is the ), which RIDGEWARE will meet when developing the Product and will specify the deliverable the Product to SEGUE.2RIDGEWARE retains full ownership of the Product, including but not limited to its source code and everything deriving from its source code.3D0B*8F69ABC^bv[`  {!##%%%(((++$/////0011\2555-77788898s99;;<<??]BBBBBP& uDP&JdcW^cWc^cc[BBBBBBBBBBC,C8C?CJCPC\C_CeCfCCCCCCCCCHVlVvVVVVVVVVVVVVVWW!W"W$W.W2W3W7W8W=W>WFWGWOWPWeWgWhWWWWWWWWWWWWWWWWWWWXX@XAXPXXXXXXXXXXXXX^cuc uDP&P&_)*DE,-+ ( q r K 3456$$$,$,$$$$$$$$$$$$$$$$$$$$$$$$$' #  4& ( ^_WX#$<%m%%%((/ //\2$$$$$$$$$ $$$$ $$$$$$$$$$$$ ! '  4'    '  \2X3Y3445555(7)7 8 888m9n9a:;;;<<<>$$$$$$$$$$$$$$$$$$$$$$$$'    % 4()>>>>>>??Q?R??????????@@$$$$$$$$$$$$$$$$$$u$& h 4h.& h 4h.   non-compete arrangement such that SEGUE agrees not to modify its main line of business in certain ways and RIDGEWARE agrees not to enter SEGUEs main line of business, as explicated below. It should be noted : a. SEGUE agrees not to pursue in its core line of business Defect Tracking and/or Customer Service Applications b. RIDGEWARE agrees not to include in its core line of business eBusiness Testing Solutions and/or Validating e-Business Transactions. c. If necessary, SEGUE can provide a list of hands off customers as an Exhibit to this Agreement so that RIDGEWARE cannot approach these customers with the intention of selling the Product to them. d. In the event that SEGUE and RIDGEWARE are pursuing sales of the same Product to the same prospective customer, RIDGEWARE will defer the sale to SEGUE. 6 Intersolv Compuwaremaintain good faith in ingdirect competitors of SEGUE. 1@Kuse as a specification for the Product and the time required for development 1XXXXXYY9YFYGYHY\YpYqYYYYYYYYYYZ Z Z=ZGZZZZZZZZ [3[4[5[6[7[B[C[L[U[V[`[a[c[e[h[i[t[{[[[[[[[[[[[``!`K`n`o`{`~````aa;aBa]a`aga{aaaaaaaaaaaaabb b^cuP&caXHYYZ4[5[7[B[[[aabfg(gbggggggggggHhh7i$$$$$$$$$$$$$$$$$$$$$$  !  4#  4*TxBr_p9(O(TxBr_p10(O(TxBr_p11*O*TxBr_p12,O,TxBr_p13o O TxBr_p14  O TxBr_c15 (O(TxBr_p16 (O(TxBr_p17 . $O$TxBr_p18!(O"(TxBr_p19"H*O2*TxBr_p20#o @B Header $g core functionality which is manifested in the win32 Radar 2.1 client. R3-101 Java GUI Front End, no native win32 front end is planned. R3-102 Support for the following RDBMSs and Server Platforms: Oracle 7.3 on WinNT, Oracle 8.0 on WinNT, MS SQLServer 6.5 on WinNT, MS SQLServer 7.0 on WinNT, Oracle 7.3 on R3-103 : Royalty Schedule SEGUE/RIDGEWARE Confidential 2 @KSEGUE later identified by SEGUE of SEGUE. The points below represent a minimal development effort on RIDGEWARE7iRiSiTiViWiimmmmmmmn`nanhninjnnnnnnnnn$$$))))))$ h 4hl%IIIIIIIIl%JIJI( ( $ ! @R Footer %!)@a Page Number"@r" Footnote Text'c &@ Footnote ReferencehTo account for possible inflation and possible increased product demand, must protect itself by limiting the length of time at which it will offer the initial licensing prices. The table below represents a starting point for concurrent-user license pricing. It may be renegotiated numerous times, but in the event of unsettled negotiations will remain the default: $800 per concurrent user Year 2 4 @KPer Unit Royalty: Pricing for the Product will be strictly on a concurrent-user basis. In order to understand how many concurrent users for which SEGUE has prepaid with the advanced royalties payments totalling $550,000, it is necessary to establish the price per concurrent user. Although this may be renegotiated, by default the price per concurrent user of the Product will be $1,000. This means that SEGUE will have 550 prepaid concurrent user $s part to produce the Product. RIDGEWARE intends to work closely with SEGUE business community in order to meet a more exhaustive list of requirements, including the back log of enhancements to Radar 2.x which reside in SEGUEs bug database. For the sake of this Agreement, however, and to assure that RIDGEWARE can deliver the Product within the timeline specified below, RIDGEWARE cannot legally be held to anything beyond the points listed here: 2.1 client and the RemoteEntry for the Web module.R3-101Ability to edit and take actions on defect records when new Product is run from a browser.R3-102103Certification of the Java GUI on Windows95, Windows98 and Windows NT 4.0.R3-104 and Oracle 8.0 4.0 and MS SQLServer 7.0 4.0 and Oracle 8.0 Sun4/Solaris 2.6 and Oracle 8.0 HPUX 10.20 running on an HP9000/800 SeriesR3-105A Non-GUI Interface (Application Programmers Interface) for entering bugs from foreign applications, suitable for SEGUE to insert and update defect records from SEGUE LiveQCDEZ_`"#34PQRXYmnoπЀрҀӀ$%?@CDEFGHcksyƁɁρЁցځ(+./E uDP(UccuDP(c^ELejĂςт҂ӂԂՂ,/27>_`f|Ãك'3RX\azđט2p{ܙ UccuP&^V` 9:;<=>?@ABCDEFGHILMNOPQRSTUVWXYZ[\]^_`abcdefghijklmnopqrstuvwxyz{|}~uP&cb)K@Normal3a c$@$ Heading 1Uc"A@"Default Paragraph Font&O&TxBr_p0(O(TxBr_p1I (O(TxBr_p2(O"(TxBr_p3y *O2*TxBr_p4*OB*TxBr_p5oORTxBr_p6ObTxBr_p7*Or*TxBr_p8*O*TxBr_p9(O(TxBr_p10(O(TxBr_p11*O*TxBr_p12,O,TxBr_p13o O TxBr_p14  O TxBr_c15 (O(TxBr_p16 (O(TxBr_p17 . $O$TxBr_p18!(O"(TxBr_p19"H*O2*TxBr_p20#o @B Header $! @R Footer %!)@a Page Number"@r" Footnote Text'c &@ Footnote Referencehlicenses at FCS time. 4 4DevStartRIDGEWARE begins deployment after receiving the first installment of advanced royalties. 4]  &A CD e ]  ]^EP[ D}~'fšÚ͚ךؚٚښۚܚ F UcP&uc[)K@Normal3a c$@$ Heading 1Uc"A@"Default Paragraph Font&O&TxBr_p0(O(TxBr_p1I (O(TxBr_p2(O"(TxBr_p3y *O2*TxBr_p4*OB*TxBr_p5oORTxBr_p6ObTxBr_p7*Or*TxBr_p8*O*TxBr_p9(O(TxBr_p10(O(TxBr_p11*O*TxBr_p12,O,TxBr_p13o O TxBr_p14  O TxBr_c15 (O(TxBr_p16 (O(TxBr_p17 . $O$TxBr_p18!(O"(TxBr_p19"H*O2*TxBr_p20#o @B Header $! @R Footer %!)@a Page Number"@r" Footnote Text'c &@ Footnote Referenceh)K@Normal3a c$@$ Heading 1Uc"A@"Default Paragraph Font&O&TxBr_p0(O(TxBr_p1I (O(TxBr_p2(O"(TxBr_p3y *O2*TxBr_p4*OB*TxB~127E#4QRYoЀрҀӀ%EFGHӂԂBBBBBBBB$$$$  $$$$'l %lJJJJII  %$)K@Normal3a c$@$ Heading 1Uc"A@"Default Paragraph Font&O&TxBr_p0(O(TxBr_p1I (O(TxBr_p2(O"(TxBr_p3y *O2*TxBr_p4*OB*TxBr_p5oORTxBr_p6ObTxBr_p7*Or*TxBr_p8*O*TxBr_p9(O(TxBr_p10(O(TxBr_p11*O*TxBr_p12,O,TxBr_p13o O TxBr_p14  O TxBr_c15 (O(TxBr_p16 (O(TxBr_p17 . $O$TxBr_p18!(O"(TxBr_p19"H*O2*TxBr_p20#o @B Header $! @R Footer %!)@a Page Number"@r" Footnote Text'c &@ Footnote ReferencehTo account for possible inflation and possible increased product demand, must protect itself by limiting the length of time at which it will offer the initial licensing prices. The table below represents a starting point for concurrent-user license pricing. It may be renegotiated numerous times, but in the event of unsettled negotiations will remain the default: $800 per concurrent user Year 2 4 @KPer Unit Royalty: Pricing for the Product will be strictly on a concurrent-user basis. In order to understand how many concurrent users for which SEGUE has prepaid with the advanced royalties payments totalling $550,000, it is necessary to establish the price per concurrent user. Although this may be renegotiated, by default the price per concurrent user of the Product will be $1,000. This means that SEGUE will have 550 prepaid concurrent user $ 9:;<=>?@ABCDEFGHILMNOPQRSTUVWXYZ[\]^_`abcdefghijklmnopqrstuvwxyz{|}~uP&cb)K@Normal3a c$@$ Heading 1Uc"A@"Default Paragraph Font&O&TxBr_p0(O(TxBr_p1I (O(TxBr_p2(O"(TxBr_p3y *O2*TxBr_p4*OB*TxBr_p5oORTxBr_p6ObTxBr_p7*Or*TxBr_p8*O9r_p5oORTxBr_p6ObTxBr_p7*Or*TxBr_p8*O*TxBr_p9(O(TxBr_p10(O(TxBr_p11*O*TxBr_p12,O,TxBr_p13o O TxBr_p14  O TxBr_c15 (O(TxBr_p16 (O(TxBr_p17 . $O$TxBr_p18!(O"(TxBr_p19"H*O2*TxBr_p20#o @B Header $! @R Footer %!)@a Page Number"@r" Footnote Text'c &@ Footnote Referenceh)K@Normal3a c$@$ Heading 1Uc"A@"Default Paragraph Font&O&TxBr_p0(O(TxBr_p1I uality components, such as the LiveQuality Realizer, LiveQuality ScenarioServer and the LiveQuality Activator.R3-106Overall performance improvements as compared to the Radar 2.1 client. 3 @KFully Functional Browser: i.e. the a, and ability to view (and take actions on) ones inbox.104No adherence to Openlink or any other middleware vendor which requires runtime licensing.R3-105R3-106Java APIss which are written in Java: LiveQuality Realizer R3-107C++ APIss >?EJiiiiiiiiijlMllllll0mmmmmmmmmmmmmmmmnnnnnn=nAn^n_n`nangnhninjnmnnn~nnnnnnnnnnnnnnooo'oHoIoJoPoQoZo_o`odoeofo|o}ooooooooooooopnpopUc UVbcuc`opppvpwppppppppppppppppppqqqqqq-q0q1q9q%,JKL^ #!(!6!!!! 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