ORACLE Credit Corporation Payment Plan Agreement
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Customer: Wordcruncher Internet Technologies Inc.
Address: 405 East, 12450 South, Suite B
Draper, Utah 84020
Phone: 801 816-9904
PPA No.:
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Effective Date:
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Executed by Customer (authorized signature)
By: /s/ Kenneth W. Bell
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Name: Kenneth W. Bell
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Title: Senior V.P. & CFO
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Executed by Oracle Credit Corporation:
By:
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Name:
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Title:
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The Payment Plan Agreement ("PPA") is entered into by Customer and Oracle Credit
Corporation ("OCC") to provide for the payment of the System Price specified in
a Payment Schedule on an installment basis. The System (as defined below) is
being acquired from Oracle Corporation, an alliance member/agent of Oracle
Corporation or any other party providing any portion of the System ("Supplier").
Each Payment Schedule shall specify the Software and other products and
services, which items together with any upgrade, transfer, substitution, or
replacement thereof, shall comprise the "System." Each Payment Schedule shall
incorporate the terms and conditions of the PPA to form a "Contract," and the
System specified therein shall be subject to the terms and conditions of such
Contract. The System shall be licensed or provided to Customer directly by
Supplier pursuant to the terms of the Order and Agreement specified in the
Contract. Except as provided under the Contract, Customer's rights and remedies
under the Order and Agreement, including Supplier's warranty and refund
provisions, shall not be affected.
1. PAYMENT SCHEDULE: Customer agrees to pay OCC the Payment Amounts in
accordance with the Contract, with each payment due and payable on the
applicable Due Date. If full payment of each Payment Amount and other amounts
payable is not received by OCC within 10 days of each Due Date. Customer agrees
to pay to OCC interest on the overdue amount at the rate equal to the lesser of
one and one-half percent (1.5%) per month, or the maximum amount allowed by law.
Unless stated otherwise, Payment Amounts exclude any applicable sales, use,
property or any other tax allocable to the System Agreement or Contract
("Taxes"). Any amounts or any Taxes payable under the Agreement which are not
added to the Payment Amounts due under the Contract are due and payable by
Customer, and Customer shall remain liable for any filing obligations.
Customer's obligation to remit Payment Amounts to OCC or its assignee in
accordance with the Contract is absolute, unconditional, noncancellabel,
independent, and shall not be subject to any abatement, set-off, claim,
counterclaim, adjustment, reduction, or defense for any reason, including but
not limited to, any termination of any Agreement, or performance of the System.
2. ASSIGNMENT: Customer hereby consents to OCC's assignment of all or a portion
of its rights and interests in and to the Contract to third-parties
("Assignee"). OCC shall provide Customer notice thereof. Customer and OCC agree
that Assignee shall not, because of such assignment, assume any of OCC's or
Supplier's obligations to Customer. Customer shall not assert against Assignee
any claim, defense, counterclaim or setoff that Customer may have against OCC or
Supplier. Customer waives all rights to make any claim against Assignee for any
loss or damage of the System or breach of any warranty, express or implied, as
to any matter whatsoever, including but not limited to the System and service
performance, functionality, features, merchantability or fitness for a
particular purpose, or any indirect, incidental or consequential damage or loss
of business. Customer shall pay Assignee all amount due and payable under the
Contract, but shall pursue any claims under any Agreement solely against
Supplier. Except when a Default occurs neither OCC nor Assignee will interfere
with Customer's quiet enjoyment or use of the System in accordance with the
Agreement's terms and conditions.
3. DEFAULT; REMEDIES: Any of the following shall constitute a Default under the
contract: (1) Customer fails to pay when due any sums due under any Contract;
(ii) Customer breaches any representation or fails to perform any obligation in
any Contract; (iii) Customer materially breaches or terminates the license
relating to the Software; (iv) Customer defaults under a material agreement with
Assignee; or (v) Customer becomes insolvent or makes an assignment for the
benefit of cr4editors, or a trustee or receiver is appointed for Customer or for
a substantial part of its assets, or bankruptcy, reorganization or insolvency
proceedings shall be instituted by or against Customer.
In the event of a Default that is not cured within thirty (30) days of its
occurrence, OCC may: (i) require all outstanding Payment Amounts and other sums
due and scheduled to become due (discounted at the lesser of the rate in the
Contract or five percent (5%) per annum simple interest) to become immediately
due and payable by Customer; (ii) pursue any rights provided under the
Agreement, as well as terminate all of Customer's rights to use the System and
related services, and Customer agrees to cease all use of the System; and (iii)
pursue any other rights or remedies available at law or in equity. In the event
OCC institutes any action for the enforcement of the collection of Payment
Amounts, there shall be due from Customer, in addition to the amount due above
all costs and expenses of such action, including reasonable attorneys' fees. No
failure or delay on the part of OCC to exercise any right or remedy hereunder
shall operate as a waiver thereof, or as a waiver of any subsequent breach. All
remedies are cumulative and not exclusive. Customer acknowledges that upon a
default under the Contract, no party shall license, lease, transfer or use any
Software in mitigation of any damages resulting from Customer's default.
4. CUSTOMER'S REPRESENTATIVES AND COVENANTS: Customer represents that,
throughout the term of the Contract, the Contract has been duly authorized and
constitutes a legal, valid, binding and enforceable agreement of Customer. Any
transfer or assignment of Customer's rights or obligations in the System, or
under the Agreement or the Contract shall require OCC's and Assignee's prior
written consent. A transfer shall include a change in majority ownership of
Customer. Customer agrees to promptly execute any ancillary documents and take
further actions as OCC or Assignee may reasonably request, including, but not
limited to, assignment notifications, acceptance certificates, certificates of
authorization, registrations, and filings. Customer agrees to provide copies of
Customer's balance sheet, income statement, and other financial reports as OCC
or Assignee may reasonably request.
5. MISCELLANEOUS. The Contract shall constitute the entire agreement between
Customer and OCC regarding the subject matter herein and shall supersede any
inconsistent terms set forth in the Order, Agreement or any related agreements,
Customer purchase orders and all prior oral and written understandings. If any
provision of the Contract is invalid, such invalidity shall not affect the
enforceability of the remaining terms of the Contract. Customer's obligations
under the Contract shall commence on the Eff3ective Date specified therein.
Except for payment terms specified in the Contract. Customer remains responsible
for all the obligations under each Agreement. Each Payment Schedule, and any
changes to a Contract or any related document, shall take effect when executed
by OCC. The Contract shall be governed by the laws of the State of California
and shall be deemed executed in Redwood Shores, CA as of the Contract Effective
Date.
<PAGE>
ORACLE Credit Corporation Payment Schedule
(Oracle Product) No. 1
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Customer: Wordcruncher Internet Technologies Inc.
Address: 405 East, 12450 South, Suite B
Draper, Utah 84020
Contact:
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Phone: 801 816-9904
Order:
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Agreement:
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PPA No.:
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Executed by Customer (authorized signature)
By: /s/ Kenneth W. Bell
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Name: Kenneth W. Bell
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Title: Senior VP & CFO
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Executed by Oracle Credit Corporation:
By:
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Name:
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Title:
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Payment Schedule Effective Date:
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System Payment Schedule:
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Payment Amount Due Date:
Software: $136,512.00 1 @ $76,954 Due at signing
Support: $120,000.00 one year 4 @ $49,069 Due 01-Feb-00,
01-May-00, 01-Aug-00
Education: and 01-Nov-00
Consulting:
Other: Five (5) payments due as set forth above.
System Price: $256,512.00
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Optional (if this box is checked):
|X| The Customer has ordered the System from an alliance member/agent of Oracle
Corporation whose name and address are specified below. Customer shall provide
OCC with a copy of such Order. The System shall b directly licensed or provided
by the Supplier specified in the applicable Order and Agreement, each of which
shall be considered a separate contract. Customer has entered into the Order and
Agreement based upon its own judgment, and expressly disclaims any reliance upon
statements made by OCC about the System, if any Customer's rights with respect
to the System are as set forth in the applicable Order and Agreement and
Customer shall have no right to make any claims under such Order and Agreement
against OCC or its Assignee. Neither Supplier nor any alliance member/agent is
authorized to waive or alter any term or condition of this Contract. If within
ten days of the Payment Schedule Effective Date, OCC is provided with Customer
invoices for the System specifying applicable Taxes, then OCC may add the
applicable Taxes in accordance with this Contract.
Alliance Member/Agent: Integrated Business Solutions
Address: 505 East 200 South, Suite 401, Salt Lake City, UT 84102
Contact: Deborah Hoffler Phone: 801-328-4567
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This payment Schedule is entered into by Customer and Oracle Credit Corporation
("OCC") for the acquisition of the System from Oracle Corporation, an alliance
member/agent of Oracle Corporation or any other party providing any portion of
the System ("Supplier"). This Payment Schedule incorporates by reference the
terms and conditions of the above-referenced Payment Plan Agreement ("PPA") to
create a separate Contract ("Contract").
A. PAYMENTS: This Contract shall replace Customer's payment obligation under the
Order and Agreement to Supplier, to the extent of the System Price listed above,
upon Customer's delivery of a fully executed Order, Agreement, PPA, Payment
Schedule, and any other documentation required by OCC, and execution of the
Contract by OCC. Customer agrees that OCC may add the applicable Taxes due on
the System Price to each Payment Amount based on the applicable tax rate
invoiced by Supplier at shipment. OCC may adjust subsequent Payment Amounts to
reflect any change or correction in Taxes due. If the System Price includes
support fees for a support period that begins after the first support period,
such future support fees and the then relevant Taxes will be paid to Supplier as
invoiced in the applicable support period from the Payment Amounts received in
that period. The balance of each Payment Amount, unless otherwise stated,
includes a proportional amount of the remaining components of the System Price
excluding such future support fees, if any.
