SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
(Mark One)
/X/ Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended June 30, 1998
or
/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _______ to _______ .
0-11521
(Commission File Number)
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 23-1701520
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
Great Valley Corporate Center
4 Country View Road
Malvern, Pennsylvania 19355
(Address of principal executive offices)
Registrant's telephone number, including area code: (610) 647-5930
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes /X/ No / /
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
33,964,946 Common shares, $.01 par value, as of August 6, 1998
Page 1 of 21 consecutively numbered pages
<PAGE>
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES
INDEX
PART I, UNAUDITED FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
June 30, 1998 and September 30, 1997
Condensed Consolidated Statements of Operations -
Three Months Ended June 30, 1998 and 1997
Condensed Consolidated Statements of Operations -
Nine Months Ended June 30, 1998 and 1997
Condensed Consolidated Statements of Cash Flows -
Nine Months Ended June 30, 1998 and 1997
Notes to Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of
Operations and Financial Condition
PART II, OTHER INFORMATION
Item 1. Legal Proceedings
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
<PAGE>
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
June 30, September 30,
1998 1997
(UNAUDITED) (NOTE)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 11,332 $ 29,809
Short-term investments, including
accrued interest of $1,266 76,711 --
Receivables, including $69,545
and $59,311 of earned revenues
in excess of billings, net of
allowance for doubtful accounts
of $4,023 and $4,098 132,990 100,543
Prepaid expenses and other receivables 12,078 8,473
-------- --------
TOTAL CURRENT ASSETS 233,111 138,825
PROPERTY AND EQUIPMENT--net of
accumulated depreciation 48,360 40,710
CAPITALIZED COMPUTER SOFTWARE COSTS,
net of accumulated amortization 16,982 15,167
COST IN EXCESS OF FAIR VALUE OF NET
ASSETS ACQUIRED, net of accumulated
amortization 7,590 8,121
OTHER ASSETS AND DEFERRED CHARGES 9,161 6,881
-------- --------
TOTAL ASSETS $315,204 $209,704
======== ========
<PAGE>
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
June 30, September 30,
1998 1997
(UNAUDITED) (NOTE)
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 9,345 $ 10,023
Current portion of long-term debt 740 1,225
Income taxes payable 6,823 5,000
Accrued expenses 25,890 22,649
Deferred revenue 13,080 16,711
-------- --------
TOTAL CURRENT LIABILITIES 55,878 55,608
LONG-TERM DEBT, less current portion 78,414 2,549
DEFERRED TAXES AND OTHER
LONG-TERM LIABILITIES 1,241 1,122
STOCKHOLDERS' EQUITY
Preferred stock, par value $.10 per
share--authorized 3,000 shares,
none issued
Common stock, par value $.01 per share--
authorized 100,000 shares, issued
36,222 and 35,146 shares 362 352
Capital in excess of par value 97,117 91,064
Retained earnings 85,761 62,578
-------- --------
183,240 153,994
Less
Held in treasury, 2,302 common
shares--at cost (2,959) (2,959)
Notes receivable from stockholders (610) (610)
-------- --------
179,671 150,425
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $315,204 $209,704
======== ========
Note: The condensed consolidated balance sheet at September 30, 1997 has
been derived from the audited financial statements at that date.
See notes to condensed consolidated financial statements.
<PAGE>
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share amounts)
For the Three Months Ended
June 30,
1998 1997
Revenues:
Outsourcing services $ 32,846 $24,715
Software sales 25,353 20,460
Maintenance and enhancements 16,011 12,602
Software services 29,692 17,156
Interest and other revenue 1,138 161
-------- -------
105,040 75,094
Expenses:
Cost of outsourcing services 26,331 20,056
Cost of software sales and
maintenance and enhancements 17,372 11,556
Cost of software services 20,482 14,199
Selling, general and administrative 23,807 18,608
Interest expense 1,057 0
-------- -------
89,049 64,419
Income before income taxes 15,991 10,675
Provision for income taxes 6,554 4,270
-------- -------
Net income $ 9,437 $ 6,405
======== =======
Per common share:
Net income
Earnings per common share $ 0.28 $ 0.21
Earnings per share assuming dilution $ 0.26 $ 0.19
Common shares and equivalents outstanding
Common shares 33,718 31,080
Common shares - assuming dilution 39,185 34,302
See notes to condensed consolidated financial statements.
<PAGE>
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share amounts)
For the Nine Months Ended
June 30,
1998 1997
Revenues:
Outsourcing services $ 91,112 $ 70,149
Software sales 69,653 50,554
Maintenance and enhancements 46,669 38,003
Software services 76,658 43,899
Interest and other revenue 4,313 406
-------- --------
288,405 203,011
Expenses:
Cost of outsourcing services 73,801 57,190
Cost of software sales and
maintenance and enhancements 50,082 33,063
Cost of software services 54,607 36,150
Selling, general and administrative 67,744 51,064
Interest expense 2,932 1,123
-------- --------
249,166 178,590
Income before income taxes 39,239 24,421
Provision for income taxes 16,056 9,906
-------- --------
Net income $ 23,183 $ 14,515
======== ========
Per common share:
Net income
Earnings per common share $ 0.69 $ 0.50
Earnings per share assuming dilution $ 0.64 $ 0.45
Common shares and equivalents outstanding
Common shares 33,388 29,104
Common shares - assuming dilution 38,627 33,692
See notes to condensed consolidated financial statements.
<PAGE>
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
For the Nine Months Ended
June 30,
1998 1997
OPERATING ACTIVITIES
Net income $ 23,183 $ 14,515
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation and amortization 12,259 9,527
Provision for doubtful accounts 1,788 1,732
Changes in operating assets and
liabilities:
(Increase) in receivables (34,235) (26,745)
(Increase) in interest receivable (1,266) --
(Increase) in other current
assets (3,605) (2,970)
Increase in other accrued expenses
and liabilities 3,241 11,299
(Decrease) in deferred revenue (3,862) (2,602)
Other, net (917) 620
--------- --------
NET CASH (USED IN) PROVIDED BY
OPERATING ACTIVITIES (3,414) 5,376
INVESTING ACTIVITIES
Purchase of property and equipment (13,190) (7,297)
Capitalized computer software costs (5,917) (5,633)
Purchase of investments
available-for-sale (147,978) --
Proceeds from sale or maturity of
investments available-for-sale 72,799 --
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (94,286) (12,930)
FINANCING ACTIVITIES
Principal payments on short-term debt (1,225) (1,700)
Proceeds from borrowings, net of
issuance costs 74,182 7,700
Repurchase and retirement of Company stock -- (1,271)
Proceeds from exercise of stock options 6,266 1,330
Redemption of subordinated debentures
not converted -- (58)
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 79,223 6,001
(DECREASE) IN CASH & CASH EQUIVALENTS (18,477) (1,553)
CASH & CASH EQUIVALENTS-BEGINNING OF PERIOD 29,809 12,303
--------- ---------
CASH & CASH EQUIVALENTS-END OF PERIOD $ 11,332 $ 10,750
========= =========
SUPPLEMENTAL INFORMATION
Non-cash investing and financing activities:
Conversion of subordinated debentures
to common stock -- 30,294
See notes to condensed consolidated financial statements.
<PAGE>
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except per share amounts)
NOTE A--INTERIM FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 1O-Q and Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting only of normal recurring accruals) considered
necessary for a fair presentation have been included. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's Annual Report on Form 10-K for the year
ended September 30, 1997. Operating results for the three and nine month
periods ended June 30, 1998 are not necessarily indicative of the results that
may be expected for the year ending September 30, 1998.
NOTE B--CASH AND SHORT-TERM INVESTMENTS
Cash Equivalents: Cash and equivalents are defined as highly liquid
investments with a maturity of three months or less at the date of purchase.
Short-Term Investments: Short-term investments consist of commercial paper,
U.S. Treasury securities, municipal debt securities, and corporate
obligations. Management determines the appropriate classification of debt
securities at the time of purchase. At June 30, 1998, the Company has
classified all securities as available-for-sale. The available-for-sale
portfolio is comprised of highly liquid investments available for current
operations and general corporate purposes and, accordingly, is classified as
short-term investments. Available-for-sale securities are stated at fair
value.
Short-term investments at June 30, 1998 are comprised of:
State and municipal securities $36,233
Corporate securities 40,478
-------
$76,711
The contractual maturities of short-term investments held at June 30, 1998
are:
Due in one year or less $50,052
Due after one year through three years 26,659
-------
$76,711
During the nine months ended June 30, 1998, gross realized gains on sales of
available-for-sale securities totaled $3.
NOTE C--COMMON STOCK SPLIT
On April 16, 1998, the Company's Board of Directors authorized a two-for-one
stock split effected in the form of a 100% stock dividend distributed on May
15, 1998 to shareholders of record on May 1, 1998. Stockholders' equity has
been restated to give retroactive recognition to the stock split for all
periods presented by reclassifying from capital in excess of par value to
common stock the par value of the additional shares arising from the split.
In addition, all references in the financial statements and Management's
Discussion and Analysis of Operations and Financial Condition to number of
shares and per share amounts have been restated.
NOTE D--LONG-TERM DEBT
On October 22, 1997, the Company issued $65,000 of convertible subordinated
debentures bearing interest at 5% and maturing on October 15, 2004. On
November 6, 1997, pursuant to an underwriters' option, the Company issued an
additional $9,750 of convertible debentures. The debentures are convertible
into common stock of the Company at any time prior to redemption or maturity
at a conversion price of $26.375 per share, subject to change as defined in
the Trust Indenture. The debentures are redeemable at any time after October
15, 2000 at prices decreasing from 102.5% of the principal amount to par on
October 15, 2003.
NOTE E--EARNINGS PER SHARE
Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
(SFAS 128), was effective for periods ending after December 15, 1997. As a
result the Company changed the method used to compute earnings per share and
restated all prior periods presented. Under the new requirements, basic
earnings per share excludes the dilutive effect of stock options and diluted
earnings per share must include the dilutive effect of stock options even if
the dilutive effect is immaterial. A reconciliation of the numerators and the
denominators of the basic and diluted per share calculations follow:
For the three months ended
June 30,
1998 1997
Numerator:
Net income available to common
stockholders, used for basic
earnings per share $ 9,437 $ 6,405
Effect of dilutive securities:
5% convertible debentures 603 --
------- -------
Net income available to common
stockholders after assumed
conversions $10,040 $ 6,405
======= =======
Denominator:
Denominator for earnings per common
stockholder-weighted average shares 33,718 31,080
Effect of dilutive securities:
Employee stock options 2,633 2,008
5% convertible debentures 2,834 --
6 1/4% convertible debentures -- 1,214
------- -------
Dilutive potential common shares 5,467 3,222
Denominator for earnings per
share, assuming dilution 39,185 34,302
======= =======
Earnings per common share $0.28 $0.21
===== =====
Earnings per share - assuming dilution $0.26 $0.19
===== =====
For the Nine months ended
June 30,
1998 1997
Numerator:
Net income available to common
stockholders, used for basic
earnings per share $23,183 $14,515
Effect of dilutive securities:
5% convertible debentures 1,667 --
6 1/4% convertible debentures -- 521
------- -------
Net income available to common
stockholders after assumed
conversions $24,850 $15,036
======= =======
Denominator:
Denominator for earnings per common
Stockholder-weighted average shares 33,388 29,104
Effect of dilutive securities:
Employee stock options 2,640 1,520
5% convertible debentures 2,599 --
6 1/4% convertible debentures -- 3,068
------- -------
Dilutive potential common shares 5,239 4,588
Denominator for earnings per
share, assuming dilution 38,627 33,692
======= =======
Earnings per common share $0.69 $0.50
===== =====
Earnings per share - assuming dilution $0.64 $0.45
===== =====
NOTE F--OTHER
Product development expenditures, including software maintenance
expenditures, for the nine months ended June 30, 1998 and 1997, were
approximately $27,967 and $18,890, respectively. After capitalization these
amounts were approximately $22,050 and $13,257, respectively, and were charged
to operations as incurred. For the same periods, amortization of capitalized
software costs amounted to $4,102 and $1,929, respectively.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION
The purpose of this section is to give interpretive guidance to the reader
of the financial statements.
RESULTS OF OPERATIONS
The following table sets forth: (a) certain income statement items as a
percentage of total revenues and (b) the percentage change for each item
from the prior year comparative period.
% of Total Revenues % Change from
Prior Year
Three Mos. Nine Mos. Three Mos. Nine Mos.
Ended Ended Ended Ended
June 30, June 30, June 30 June 30
1998 1997 1998 1997
Revenues:
Outsourcing services 32% 33% 32% 34% 33% 30%
Software sales 24% 27% 24% 25% 24% 38%
Maintenance and enhancements 15% 17% 16% 19% 27% 23%
Software services 28% 23% 27% 22% 73% 75%
Interest and other revenue 1% -- 1% -- 607% 962%
---- ---- ---- ----
Total 100% 100% 100% 100% 40% 42%
Expenses:
Cost of services, sales and
maintenance and enhancements 61% 61% 62% 62% 40% 41%
Selling, general and
administrative 23% 25% 23% 25% 28% 33%
Interest expense 1% -- 1% 1% -- 161%
Income before income taxes 15% 14% 14% 12% 50% 61%
The following table sets forth the gross profit for each of the following
revenue categories as a percentage of revenue for each such category and the
total gross profit as a percentage of total revenue (excluding interest and
other revenue). The Company does not separately present the cost of
maintenance and enhancements revenue as it is impracticable to separate such
cost from the cost of software sales.
Three Months Nine Months
Ended Ended
June 30, June 31,
1998 1997 1998 1997
Gross Profit:
Outsourcing services 20% 19% 19% 19%
Software sales and maintenance
and enhancements 58% 65% 57% 63%
Software services 31% 17% 29% 18%
--- --- --- ---
Total 38% 39% 37% 38%
<PAGE>
Revenues
Growth in outsourcing services revenue largely results from significant
contract signings. The 33% and 30% increases in outsourcing services revenue
in the third quarter and first nine months of fiscal year 1998 are primarily
the result of (1) contracts signed after the third quarter of fiscal year 1997
including Agrilink Foods, the City of Anaheim, and Keystone Powdered Metals,
(2) first quarter fiscal year 1998 contract signings with Texas Southern
University and Nashville Electric Service, (3) and second quarter fiscal year
1998 contract signings with Lee County, FL and Universidad de Monterrey,
Mexico.
Software sales increased 24% and 38% in the third quarter and first nine
months of fiscal year 1998 compared to the respective prior year periods due
primarily to increased BANNER software licenses to the higher education market
and increased licenses of BANNER Customer Information System (CIS) software to
the utility market. In the third quarter of fiscal year 1998 these increases
were offset by decreases, compared to the prior-year period, in software
licenses in the manufacturing market.
The 27% and 23% increases in maintenance and enhancements revenue in the third
quarter and first nine months of fiscal year 1998, respectively, were the
result of the growing installed base of clients primarily in the higher
education marketplace. The Company continues to experience a high annual
renewal rate on existing maintenance contracts.
Software services revenue increased 73% and 75% in the third quarter and first
nine months of fiscal year 1998 compared to the prior year periods as the
result of increases in implementation and integration services in the
manufacturing, utility and higher education markets. These increases were
offset by decreases, compared to the prior-year period, in services provided
to the international utility market.
The increase in interest and other revenue in the third quarter and first nine
months of fiscal year 1998 is attributable to increased interest revenue
resulting from the increased cash and short-term investments balance during
the three and nine month periods ending June 30, 1998 as compared to the
respective prior year periods and to a one-time $695,000 gain on the sale of
an inactive product line in the first quarter of fiscal year 1998.
Gross Profit
Gross profit decreased as a percentage of total revenue (excluding interest
and other revenue) from 39% in the third quarter of fiscal year 1997 to 38%
for the third quarter of fiscal year 1998 and from 38% to 37% for the nine
month periods ending June 30, 1997 and 1998, respectively. The total gross
profit percentage decreased primarily because of decreases in the software
sales and maintenance and enhancements gross profit which makes up the
greatest percentage of the Company's total gross profit. This decrease was
primarily the result of an increase, at a rate greater than the revenue rate
increase, in product development expenditures throughout the Company,
principally in the manufacturing business. The software services margin
increased primarily as a result of increases in the utility and manufacturing
businesses' services gross margin but margins continued to be impacted by
unprofitable international operations. The Company is continuing to focus on
installation and systems integration services in each of its markets. An
increase in services revenue as a percentage of total revenue historically has
resulted in a lower overall profit margin since service margins historically
have been lower than the margins derived from software sales and maintenance
and enhancements.
LIQUIDITY, CAPITAL RESOURCES, AND FINANCIAL POSITION
On October 22, 1997, the Company issued $65 million of convertible
subordinated debentures bearing interest at 5% and maturing on October 15,
2004. On November 6, 1997, pursuant to an underwriters' option, the Company
issued an additional $9.75 million of convertible debentures. The debentures
are convertible into common stock of the Company at any time prior to
redemption or maturity at a conversion price of $26.375 per share, subject to
change as defined in the Trust Indenture. The debentures are redeemable at
any time after October 15, 2000 at prices decreasing from 102.5% of the
principal amount to par on October 15, 2003.
The Company's cash and cash equivalents balance was $11.3 million and $29.8
million at June 30, 1998 and September 30, 1997, respectively. The
short-term investments balance increased to $76.7 million at June 30,
1998 as a result of the first quarter fiscal year 1998 debenture offering.
Cash used in operating activities was $3.4 million for the first nine months
of fiscal year 1998 compared with cash provided by operating activities of
$5.4 for the first nine months of fiscal year 1997. Operating cash flows have
decreased primarily due to an increase in accounts receivable balances at June
30, 1998 compared to September 30, 1997. The increase in accounts receivable
balances are primarily the result of increased billings due to increased
revenues. The decrease in operating cash flows is offset by an increase in
income before depreciation and amortization for the nine-month period ending
June 30, 1998 compared to the prior year period.
The Company provides outsourcing services and software-related services,
including systems implementation and integration services. Contract fees from
outsourcing services are typically based on multi-year contracts ranging from
five to 10 years in length, and provide a recurring revenue stream throughout
the term of the contract. Software services contracts, including systems
implementation and integration services, usually have shorter terms than
outsourcing services contracts, and billings are sometimes milestone based.
During the beginning of a typical outsourcing services contract, services are
performed and expenses are incurred by the Company at a greater rate than in
the later part of the contract. Billings usually remain constant during the
term of the contract and, in some cases, when a contract term is extended, the
billing period is also extended over the new life of the contract. In certain
systems integration services contracts, payments are milestone based. In these
particular systems integration contracts, services are performed by the
Company but cannot be billed until the milestone is attained. Revenue is
usually recognized as work is performed. The resulting excess of revenues
over billings is reflected on the Company's Consolidated Balance Sheet as
unbilled accounts receivable. The remaining unbilled accounts receivable
balance is comprised of software sales for which product has been shipped and
revenue has been recognized but amounts have not been billed due to the
payment terms established. As an outsourcing services contract proceeds,
services are performed and expenses are incurred at a lesser rate, resulting
in billings exceeding revenue recognized, which causes a decrease in the
unbilled accounts receivable, as will the achievement of a milestone in a
systems integration services contract.
Cash used in investing activities was $94.3 million for the first nine months
of fiscal year 1998 compared with $12.9 million for the first nine months of
fiscal year 1997. The Company's primary use of cash for investing activities
was the purchase of investments available-for-sale from the proceeds of the
bond offering during the first quarter of fiscal year 1998.
The Company signed a long-term lease agreement in May 1997 for a new office
building at its Malvern campus. The Company began to incur fit-up and
remodeling costs in the third quarter of fiscal year 1998 and rent payments
will begin in the early part of the fourth quarter of fiscal year 1998. In
July, the Company purchased land to build a new office building adjacent to
its existing building in Columbia, SC. Construction is expected to begin in
the fourth quarter of fiscal year 1998. The Company expects to invest in
product development at a rate greater than the expected growth in revenues
during fiscal year 1998.
Cash provided by financing activities was $79.2 million for the first nine
months of fiscal year 1998 primarily as the result of the net proceeds of the
bond offering of $73.3 million. Additionally, cash was provided by the
exercise of stock options by the Company's employees.
The Company has a $30 million senior revolving credit facility available for
general corporate purposes. The credit facility agreement expires in June
1999 with optional annual renewals. As long as borrowings are outstanding,
and as a condition precedent to new borrowings, the Company must comply with
certain covenants established in the agreement. Under the covenants, the
Company is required to maintain certain financial ratios and other financial
conditions. The covenants allow the Company to pay non-stock dividends,
repurchase capital stock, and make distributions of assets to shareholders as
long as the aggregate amount does not exceed $5 million in any fiscal year and
to pay stock dividends. There were no borrowings outstanding under the credit
facility at June 30, 1998.
The Company believes that its cash and cash equivalents, short-term
investments, and borrowing arrangements should satisfy its financing needs for
the foreseeable future.
On April 16, 1998, the Company's Board of Directors authorized a two-for-one
stock split effected in the form of a 100% stock dividend distributed on May
15, 1998 to shareholders of record on May 1, 1998. Stockholders' equity has
been restated to give retroactive recognition to the stock split for all
periods presented by reclassifying from capital in excess of par value to
common stock the par value of the additional shares arising from the split.
In addition, all references in the financial statements and Management's
Discussion and Analysis of Operations and Financial Condition to number of
shares and per share amounts have been restated.
Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
(SFAS 128), was effective for periods ending after December 15, 1997. As a
result the Company changed the method used to compute earnings per share and
restated all prior periods presented. Under the new requirements, basic
earnings per share excludes the dilutive effect of stock options and diluted
earnings per share must include the dilutive effect of stock options even if
the dilutive effect is immaterial. Basic common shares increased in the third
quarter and first nine months of fiscal year 1998 compared to the prior-year
periods as a result of shares issued pursuant to the May 1997 redemption of
$27.3 million principal amount of convertible subordinated debentures, and
employee stock option exercises during the fiscal year 1998 periods. Shares
used in the diluted income per share calculation increased in the 1998 three
and nine-month periods versus 1997 for the aforementioned reasons, as a result
of the inclusion of the increased number of shares that would be outstanding
assuming conversion of the 5% convertible subordinated debentures and as a
result of an increased dilutive effect of stock options related to the
Company's rising stock price.
Statement of Position 98-4, "Deferral of Certain Provisions of SOP 97-2" was
issued in April 1998, which defers for one year (i.e., until fiscal years
beginning after December 15, 1998) the application of certain provisions of
Statement of Position 97-2, "Software Revenue Recognition", which define what
is considered vendor-specific objective evidence of the fair value of the
various elements in a multiple-element arrangement.
CONTINGENCIES
On October 4, 1995, John J. Wallace filed a purported class action lawsuit in
the United States District Court for the Eastern District of Pennsylvania
against the Company; Michael J. Emmi, Chairman of the Board, President and
Chief Executive Officer of the Company; Michael D. Chamberlain, Senior Vice
President and a director of the Company; and Eric Haskell, Senior Vice
President, Finance and Administration, Treasurer and Chief Financial Officer
of the Company. The plaintiff filed an amended complaint on November 28,
1995 and a second amended complaint on February 3, 1997. The class period
alleged is from June 5, 1995 through October 2, 1995. The second amended
complaint sought damages in unspecified amounts as well as equitable relief.
In April 1996, the Company's Motion to Dismiss the amended complaint was
granted in part and denied in part. In September 1997, the Company's Motion
to Dismiss the second amended complaint was granted in part and denied in
part, and plaintiff was permitted to pursue a claim that defendants violated
section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5
promulgated thereunder to the extent that it alleges a failure to make
certain disclosures in the Company's Form 10-Q for the third quarter of
fiscal 1995. On December 3, 1997, the Court approved a Stipulation of
Dismissal and Entry of Final Judgment filed by the parties pursuant to which
all remaining claims were dismissed with prejudice and the Court entered a
final judgment in favor of the Company as to all remaining claims in the
action. On December 30, 1997 the plaintiff filed a notice of appeal with
respect to those claims which were dismissed pursuant to the Company's Motions
to Dismiss. Management believes the appeal is without merit and intends to
contest vigorously the appeal. While management, based on its investigation
to date, believes that resolution of this action will not have a materially
adverse effect on the Company's consolidated financial position, the ultimate
outcome of this matter cannot be presently determined.
FACTORS THAT MAY AFFECT FUTURE RESULTS AND MARKET PRICE OF STOCK
The matters discussed herein and elsewhere that are forward-looking
statements, including statements concerning the Company's or management's
intentions, beliefs, expectations, or predictions for the future, are based on
current management expectations that involve risks and uncertainties that
could cause actual results to differ materially from those anticipated.
The following discussion highlights some, but not all of these risks and
uncertainties which may have a material adverse effect on the Company's
business, financial condition and/or results of operations.
The Company's revenues and operating results can vary substantially from
quarter to quarter based on a number of factors. Software sales revenues in
any quarter are dependent on the execution of license agreements and shipment
of product. The execution of license agreements is difficult to predict for a
variety of reasons including the following: a significant portion of the
Company's license agreements are typically signed in the last month of each
quarter; the duration of the Company's sales cycle is relatively long; the
size of transactions can vary widely; client projects may be postponed or
canceled due to changes in the client's management, budgetary constraints or
strategic priorities; and clients often exhibit a seasonal pattern of capital
spending. The Company has historically generated a greater portion of license
fees in total revenue in the last two fiscal quarters, although there is no
assurance that this will continue.
Also, as the Year 2000 approaches, many potential clients are evaluating their
existing systems and must decide whether to repair or replace those systems
which have Year 2000 issues. While the Company believes that such evaluations
are favorably impacting demand for its software products and services, such
demand is subject to change as the Year 2000 approaches since services to
remediate Year 2000 issues must be completed in a timely manner and lead times
required to complete systems implementations preclude system replacement as a
timely solution to the Year 2000 issue as the millennium nears. Given the
lack of precedent for an issue of this magnitude, the Company's ability to
accurately forecast the impact of the Year 2000 issue on quarter to quarter
revenue achievement is limited.
Since a significant part of the Company's business results from software
licensing, the Company's business is characterized by a high degree of
operating leverage. The Company's expense levels are based, in significant
part, on the Company's expectations as to future revenues and are therefore
relatively fixed in the short term. If software licensing revenues do not
meet expectations, net income is likely to be disproportionately adversely
affected. There can be no assurance that the Company will be able to increase
or even maintain its current level of profitability on a quarterly or annual
basis in the future. It is therefore possible that in one or more future
quarters the Company's operating results will be below expectations. In such
event, the price of the Company's common stock could be adversely affected.
The success of the Company's business is dependent upon certain key
management, sales and technical personnel. In addition, the Company believes
that to succeed in the future it will be required to continue to attract,
retain and motivate additional talented and qualified management, sales and
technical personnel. Competition for hiring such personnel in the information
technology industry is intense and demand for such employees has, to date,
exceeded supply. The Company from time to time experiences difficulty in
locating candidates with appropriate qualifications. There can be no
assurance that the Company will be able to retain its key employees or that it
will be able to continue to attract, assimilate and retain other skilled
management, sales and technical personnel. The loss of certain of its
existing key personnel or the inability to attract and retain additional
qualified employees in the future could have a material adverse effect on the
Company's business, operating results and financial condition.
The application software industry is characterized by rapid technological
advances, changes in customer requirements, product introductions and evolving
industry standards. The Company believes that its future success will depend
on its ability to continue to develop and market new products and enhancements
cost-effectively, which will necessitate continued investment in research and
development and sales and marketing. There can be no assurance that the
Company's existing products will not be rendered obsolete or non-competitive
by new industry standards or changing technology, that the Company will be
able to develop and market new products successfully or that the Company's new
product offerings will be accepted by its markets. Furthermore, programs as
complex as those offered by the Company may contain undetected errors or bugs
when they are first introduced or as new versions are released. There can be
no assurance that, despite testing by the Company and by third-party test
sites, errors will not be found in new product offerings, with the possible
result of unanticipated costs and delays in market acceptance of these
products.
Many currently installed software products are not able to distinguish 21st
century dates from 20th century dates. As a result, computer software used by
many organizations may need to be upgraded to comply with Year 2000
requirements. Significant uncertainty exists in the information technology
industry concerning the potential effects associated with the Year 2000
problem.
The Company offers software products that are designed to be Year 2000
compliant. However, some of the Company's clients are running product
versions that are not Year 2000 compliant. The Company has been encouraging
such customers to migrate to current product versions. It is possible that the
Company may experience increased expenses in addressing migration issues for
such customers. In addition, there can be no assurances that the Company's
software products do not contain errors or defects associated with Year 2000
date functions that may result in material costs to the Company. In certain
client outsourcing contracts, the Company is evaluating Year 2000 issues for
client locations; there can be no assurances that all Year 2000 issues will
be identified and remediated at client locations and it is possible that the
Company may experience increased expenses in addressing these issues. Some
commentators have stated that a significant amount of litigation will arise
out of Year 2000 compliance issues. Because of the unprecedented nature of
such litigation, it is uncertain whether or to what extent the Company may be
affected by it.
The Company has an overall plan and a systematic process in place to make its
internal business information systems and non-information technology (IT)
systems Year 2000 ready within the next nine to twelve months. Contingency
plans have been developed to address remediation issues that may arise.
Although the Company is not aware of any material operational issues or costs
associated with preparing its internal systems and non-IT systems for the Year
2000, there can be no assurances that the Company will not experience serious
unanticipated negative consequences and/or material costs caused by undetected
errors or defects in the technology used in its internal systems and non-IT
systems. Also, because of the interdependence of computer systems, the
Company is evaluating all material third parties relationships for Year 2000
issues.
Certain of the Company's contracts are subject to fiscal funding clauses,
which provide that in the event of budgetary constraints, the client is
entitled to reduce the level of services to be provided by the Company with a
corresponding reduction in the fee to be paid by the client, or in certain
circumstances, to terminate the services altogether. While the Company has
not been impacted materially by early terminations or reductions in service
from the use of fiscal funding provisions in the past, there can be no
assurance that such provisions will not give rise to early terminations or
reductions of service in the future. If clients of the Company representing a
substantial portion of the Company's revenues were to invoke the fiscal
funding provisions of their OnSite services contracts, the Company's results
of operations could be adversely affected.
The Company provides software-related services, including systems
implementation and integration services. Services are generally provided
under time and materials contracts and revenue is recognized as the services
are provided. In some circumstances, services are provided under fixed price
arrangements in which revenue is recognized on the percentage of completion
method. Revisions in estimates of costs to complete are reflected in
operations in the period in which facts requiring those revisions become
known.
Other factors that could affect the Company's future operating results include
the effect of publicity on demand for the Company's products and services;
general economic and political conditions; continued market acceptance of the
Company's products and services; the timing of services contracts and
renewals; continued competitive and pricing pressures in the marketplace; new
product introductions by the Company's competitors; and the Company's ability
to complete fixed-price contracts profitably.
<PAGE>
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES
PART II
Item 1. Legal Proceedings
On October 4, 1995, John J. Wallace filed a purported class action lawsuit in
the United States District Court for the Eastern District of Pennsylvania
against the Company; Michael J. Emmi, Chairman of the Board, President and
Chief Executive Officer of the Company; Michael D. Chamberlain, Senior Vice
President and a director of the Company; and Eric Haskell, Senior Vice
President, Finance and Administration, Treasurer and Chief Financial Officer
of the Company. The plaintiff filed an amended complaint on November 28,
1995 and a second amended complaint on February 3, 1997. The class period
alleged is from June 5, 1995 through October 2, 1995. The second amended
complaint sought damages in unspecified amounts as well as equitable relief.
In April 1996, the Company's Motion to Dismiss the amended complaint was
granted in part and denied in part. In September 1997, the Company's Motion
to Dismiss the second amended complaint was granted in part and denied in
part, and plaintiff was permitted to pursue a claim that defendants violated
section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5
promulgated thereunder to the extent that it alleges a failure to make
certain disclosures in the Company's Form 10-Q for the third quarter of
fiscal 1995. On December 3, 1997, the Court approved a Stipulation of
Dismissal and Entry of Final Judgment filed by the parties pursuant to which
all remaining claims were dismissed with prejudice and the Court entered a
final judgment in favor of the Company as to all remaining claims in the
action. On December 30, 1997 the plaintiff filed a notice of appeal with
respect to those claims which were dismissed pursuant to the Company's
Motions to Dismiss. Management believes the appeal is without merit and
intends to vigorously contest the appeal. While management, based on its
investigation to date, believes that resolution of this action will not have
a materially adverse effect on the Company's consolidated financial position,
the ultimate outcome of this matter cannot be presently determined.
Item 5. Other Information.
Discretionary Proxy Voting Authority/Shareholder Proposals
On May 21, 1998 the Securities and Exchange Commission adopted an amendment
to Rule 14a-4, as promulgated under the Securities Exchange Act of 1934. The
amendment to Rule 14a-4(c)(1) governs the Company's use of its discretionary
proxy voting authority with respect to a shareholder proposal which the
shareholder has not sought to include in the Company's proxy statement. The
new amendment provides that if a proponent of a proposal fails to notify the
Company at least 45 days prior to the month and day of mailing of the
prior year's proxy statement, then the management proxies will be
allowed to use their discretionary voting authority when the proposal is
raised at the meeting, without any discussion of the matter in the proxy
statement.
With respect to the Company's 1999 Annual Meeting of Shareholders, if the
Company is not provided notice of a shareholder proposal, which the
shareholder has not previously sought to include in the Company's proxy
statement, by December 9, 1998, the management proxies will be allowed to use
their discretionary authority as outlined above.
Item 6(a). Exhibits
Exhibit 10 - Oracle Alliance Agreement
Exhibit 27 -- Financial Data Schedule
Item 6(b). Reports on Form 8-K
The registrant filed a current report on Form 8-K dated April 15, 1998. Under
Item 5, the registrant reported that its Board of Directors declared a
two-for-one split of the Company's common stock, par value $.01. The split
took the form of a 100% stock dividend payable May 15, 1998 to owners of
record at the close of business on May 1, 1998.
<PAGE>
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
(Registrant)
Date: 08/14/98 /s/
________________________________
Eric Haskell
Senior Vice President, Finance and Administration,
Treasurer and Chief Financial Officer
<PAGE>
[GRAPHIC OMITTED]
ORACLE ALLIANCE AGREEMENT
This Oracle Alliance Agreement (the "Agreement") is between Oracle Corporation
("Oracle") and the Alliance Member identified below. The terms of this
Agreement shall apply to each Program license granted and to all services
provided by Oracle under this Agreement, which will be identified on one or
more Order Forms.
1. DEFINITIONS
1.1 "Commencement Date" means the date on which the Programs are delivered by
Oracle, or if no delivery is necessary, the Effective Date set forth on
the relevant Order Form.
1.2 "Designated System" shall mean the computer hardware and operating system
designated on the relevant Order Form or Sublicense report for use in
conjunction with a Sublicensed Program, Development License, or Marketing
Support License.
1.3 "Documentation" means the user guides and manuals for installation and
use of the Program software. Documentation is provided in CD-ROM or bound
form, whichever is generally available.
1.4 "Order Form" shall mean the document in hard copy or electronic form by
which the Alliance Member orders Program licenses, Sublicenses, and
services, and which is agreed to by the parties. The Order Form shall
reference the Effective Date of this Agreement.
1.5 "Program" shall mean the software in object code form distributed by
Oracle for which the Alliance Member is granted a license or grants a
Sublicense pursuant to this Agreement; and the media, Documentation, and
Updates therefor.
1.6 "Sublicense Addenda" shall mean the addenda to this Agreement specifying
additional Sublicense terms and Sublicense rates and fees for the various
types of Sublicenses which may be granted by the Alliance Member.
1.7 "Sublicense" shall mean a nonexclusive, nontransferable right granted by
or through the Alliance Member to an end user to use an object code copy
of the Programs with the Value-Added Package under authority of a
Sublicense Addendum. "Sublicensee" shall mean a third party who is
granted a Sublicense of the Programs with the Value-Added Package for
such party's own internal data processing purposes and not for purposes
of any further distribution.
1.8 "Technical Support" means Program support provided under Oracle's
policies in effect on the date Technical Support is ordered.
1.9 "Update" shall mean a subsequent release of a Program which Oracle makes
generally available for Program Licenses at no additional license fee
other than media and handling charges, provided the Alliance Member has
ordered Technical Support for such licenses for the relevant time period.
Updates shall not include any release, option or future product which
Oracle licenses separately.
1.10 "Value-Added Package" shall mean the hardware or software products or
services having added value which are developed, sold, and/or licensed
with the Programs to a Sublicensee by the Alliance Member, as provided
under the applicable Sublicense Addenda.
<PAGE>
2. RIGHTS GRANTED
2.1 Development Licenses and Trial Licenses
A. Oracle grants to the Alliance Member a nonexclusive license to use the
Development Licenses the Alliance Member obtains under this Agreement and
applicable Sublicense Addenda, as follows:
1. to develop or prototype the Value-Added Package on the Designated
System or on a backup system if the Designated System is inoperative, up
to any applicable maximum number of designated Users or other such
limitation as may be applicable;
2. to demonstrate the Programs to potential Sublicensees solely in
conjunction with the Value-Added Package;
3. to provide training and technical support to employees and to
customers solely in conjunction with the Value-Added Package;
4. to use the Documentation provided with the Programs in support of the
Alliance Member's authorized use of the Programs; and
5. to copy the Programs for archival or backup purposes; no other copies
shall be made without Oracle's prior written consent. All titles,
trademarks, and copyright and restricted rights notices shall be
reproduced in such copies. All archival and backup copies of the Programs
are subject to the terms of this Agreement.
B. The Alliance Member may order temporary trial licenses ("Trial
Licenses") for its evaluation purposes only, and not for development or
prototype purposes, for use during a period specified in the Order Form.
Each Order Form for Trial Licenses shall clearly state the trial period
and shall identify that the order is for a Trial License.
2.2 Marketing Support Licenses
Oracle grants to the Alliance Member a nonexclusive license to use
the Marketing Support Licenses the Alliance Member obtains under this
Agreement and applicable Sublicense Addenda, as follows:
A. to demonstrate the Programs to potential Sublicensees solely in
conjunction with the Value-Added Package, up to any applicable maximum
number of designated Users or other such limitation as may be applicable;
B. to develop customized prototypes of the Value-Added Package for
prospective Sublicensees on the Designated System if the Alliance Member
does not receive any fees related to the development of such customized
prototypes;
C. to use the Documentation provided with the Programs in support of the
Alliance Member's authorized use of the Programs; and
D. to copy the Programs for archival or backup purposes; no other copies
shall be made without Oracle's prior written consent. All titles,
trademarks, and copyright and restricted rights notices shall be
reproduced in such copies. All archival and backup copies of the Programs
are subject to the terms of this Agreement.
<PAGE>
2.3 Sublicensing
A. License to Sublicense Programs
As further set forth in the applicable Sublicense Addenda, Oracle
hereby grants the Alliance Member a nonexclusive, nontransferable license
to market and grant Sublicenses as set forth in such Sublicense Addenda
and at the rates and fees set forth in such Sublicense Addenda. The
Alliance Member shall only have the right to Sublicense Programs pursuant
to an effective Sublicense Addendum between the parties hereto.
The Alliance Member shall Sublicense the Programs solely through a
written Sublicense agreement as provided under Section 2.3.B. Upon
Oracle's request, the Alliance Member shall provide Oracle with a copy of
the Alliance Member's standard Sublicense agreement.
B. Sublicense Agreement
Every Sublicense agreement shall include, at a minimum, contractual
provisions which:
1. Restrict use of the Programs to object code, subject to the
restrictions provided under the applicable Sublicense Addenda and
consistent with the Sublicense fees payable to Oracle;
2. Prohibit (a) transfer of the Programs except for temporary transfer in
the event of computer malfunction; (b) assignment, timesharing and rental
of the Programs; and (c) title to the Programs from passing to the
Sublicensee or any other party;
3. Prohibit the reverse engineering, disassembly or decompilation of the
Programs and prohibit duplication of the Programs except for a single
backup or archival copy;
4. Disclaim, to the extent permitted by applicable law, Oracle's
liability for any damages, whether direct, indirect, incidental or
consequential, arising from the use of the Programs;
5. Require the Sublicensee, at the termination of the Sublicense, to
discontinue use and destroy or return to the Alliance Member all copies
of the Programs and Documentation;
6. Prohibit publication of any results of benchmark tests run on the
Programs;
7. Require the Sublicensee to comply fully with all relevant export laws
and regulations of the United States to assure that neither the Programs,
nor any direct product thereof, are exported, directly or indirectly, in
violation of United States law; and
8. Specify Oracle as a third party beneficiary of the Sublicense
agreement to the extent permitted by applicable law.
C. Marketing/Sublicensing Practices
In marketing and Sublicensing the Programs, the Alliance Member shall:
1. Not engage in any deceptive, misleading, illegal, or unethical
practices that may be detrimental to Oracle or to the Programs;
2. Not make any representations, warranties, or guarantees to
Sublicensees concerning the Programs that are inconsistent with or in
addition to those made in this Agreement or by Oracle; and
3. Comply with all applicable federal, state, and local laws and
regulations in performing its duties with respect to the Programs.
<PAGE>
2.4 Limitations on Use
The Alliance Member shall not use or duplicate the Programs
(including the Documentation) for any purpose other than as specified in
this Agreement or make the Programs available to unauthorized third
parties. The Alliance Member shall not (a) use the Programs for its
internal data processing or for processing customer data; (b) rent,
electronically distribute, or timeshare the Programs or market the
Programs by interactive cable or remote processing services or otherwise
distribute the Programs other than as specified in this Agreement; or (c)
cause or permit the reverse engineering, disassembly, or decompilation of
the Programs, except to the extent required to obtain interoperability
with other independently created software or as specified by law.
2.5 Title
Oracle shall retain all title, copyright, and other proprietary
rights in the Programs and any modifications or translations thereof. The
Alliance Member and its Sublicensees do not acquire any rights in the
Programs other than those specified in this Agreement.
2.6 Transfer of Programs
The Alliance Member may transfer a Development License or Marketing
Support License within its organization upon notice to Oracle; transfers
are subject to the terms and fees specified in Oracle's transfer policy
in effect at the time of the transfer.
2.7 Use of Programs by Third Parties
The Alliance Member and each Sublicensee (as the case may be) shall
have the right to allow third parties to use each such party's licensed
Programs for the licensee's operations so long as the applicable licensee
ensures that use of the Programs is in accordance with the terms of this
Agreement or the applicable Sublicense agreement.
3. TECHNICAL SERVICES
3.1 Technical Support Services
Technical Support services ordered by the Alliance Member will be
provided under Oracle's Technical Support policies in effect on the date
Technical Support is ordered.
3.2 Training Services
Oracle will provide training services agreed to by the parties under
the terms of this Agreement. For any on-site services requested by the
Alliance Member, the Alliance Member shall reimburse Oracle for actual,
reasonable travel and out-of-pocket expenses incurred.
4. FEES AND PAYMENTS
4.1 License Fees and Sublicense Fees
The Alliance Member may order Development Licenses or Marketing
Support Licenses at the standard Program license fees set forth in the
Price List or at the fees otherwise provided in a Sublicense Addendum.
For each Sublicense granted by the Alliance Member, the Alliance Member
agrees to pay Oracle a Sublicense fee as set forth in the applicable
Sublicense Addenda. The Alliance Member shall not be relieved of its
obligation to pay Sublicense fees owed to Oracle by the nonpayment of
such fees by the Sublicensee.
The Alliance Member is free to determine unilaterally its own license
fees to its Sublicensees. If the Alliance Member or a Sublicensee
upgrades the Programs to a larger computer, transfers the Programs
outside the United States and/or to another operating system, or
increases the licensed number of Users, the Alliance Member will pay
additional Sublicense fees to Oracle as provided under Oracle's transfer
policies and rates in effect at the time the Program is upgraded or
transferred.
2
<PAGE>
4.2 Technical Support Fees
Technical Support services ordered by the Alliance Member for
Development Licenses and Marketing Support Licenses will be provided
under Oracle's Technical Support policies and rates in effect on the date
Technical Support is ordered.
4.3 General Payment Terms
Except as otherwise provided in a Sublicense Addendum, all fees shall
be due and payable 30 days from the invoice date. Fees due by the
Alliance Member shall not be subject to set off for any claims against
Oracle. All payments made shall be in United States currency and shall be
made without deductions based on any taxes or withholdings, except where
such deduction is based on Oracle's gross income. Any amounts payable by
the Alliance Member hereunder which remain unpaid after the due date
shall be subject to a late charge equal to 1.5% per month from the due
date until such amount is paid. The Alliance Member agrees to pay
applicable media and shipping charges. The Alliance Member shall issue a
purchase order, or alternative document acceptable to Oracle, on or
before the Effective Date of the applicable Order Form.
4.4 Taxes
The fees listed in this Agreement do not include taxes; if Oracle is
required to pay sales, use, property, value-added, or other taxes based
on the licenses, Sublicenses or services granted under this Agreement or
on the Alliance Member's or a Sublicensee's use of Programs or services,
then such taxes shall be billed to and paid by the Alliance Member. This
shall not apply to taxes based on Oracle's income.
5. RECORDS
5.1 Records Inspection
The Alliance Member shall maintain adequate books and records in
connection with activity under this Agreement. Such records shall
include, without limitation, executed Sublicense agreements, the
information required in or related to the Sublicense reports required
under a Sublicense Addendum, the number of copies of Programs used or
Sublicensed by the Alliance Member, the computers on which the Programs
are installed, and the number of Users using the Programs. Oracle may
audit the relevant books and records of the Alliance Member and Alliance
Member's use of the Programs. Any such audit shall be conducted during
regular business hours at the Alliance Member's offices and shall not
interfere unreasonably with the Alliance Member's business activities. If
an audit reveals that the Alliance Member has underpaid fees to Oracle,
the Alliance Member shall be invoiced for such underpaid fees. Audits
shall be made no more than once annually.
5.2 Notice of Claim
The Alliance Member will notify the Oracle legal department promptly
in writing of: (a) any claim or proceeding involving the Programs that
comes to its attention; and (b) any material change in the management or
control of the Alliance Member.
<PAGE>
6. TERM AND TERMINATION
6.1 Term
This Agreement shall become effective on the Effective Date and shall
be valid until the expiration or termination of all Sublicense Addenda
hereunder, unless terminated earlier as set forth herein. If not
otherwise specified on the Order Form, each Program license granted under
this Agreement shall remain in effect perpetually under the terms of this
Agreement unless the license or this Agreement is terminated as provided
in this Article 6. The term of each Sublicense Addendum hereunder shall
be as set forth in each such Addendum.
6.2 Termination by the Alliance Member
The Alliance Member may terminate any Program license or any
Sublicense Addenda at any time; however, termination shall not relieve
the Alliance Member's obligations specified in Section 6.5.
6.3 Termination by Oracle
Oracle may terminate any Program license, any Sublicense Addenda, or
this Agreement upon written notice if the Alliance Member materially
breaches this Agreement and fails to correct the breach within 30 days
following written notice specifying the breach.
6.4 Force Majeure
Neither party shall be liable to the other for failure or delay in
the performance of a required obligation if such failure or delay is
caused by strike, riot, fire, flood, natural disaster, or other similar
cause beyond such party's control, provided that such party gives prompt
written notice of such condition and resumes its performance as soon as
possible, and provided further that the other party may terminate this
Agreement if such condition continues for a period of one hundred eighty
(180) days.
6.5 Effect of Termination
Upon expiration or termination of a Sublicense Addendum or this
Agreement, all of the Alliance Member's rights to market and Sublicense
the Programs as set forth in such Sublicense Addendum or this Agreement
shall cease.
The termination of this Agreement, a Sublicense Addendum, or any
license shall not limit either party from pursuing any other remedies
available to it, including injunctive relief, nor shall such termination
relieve the Alliance Member's obligation to pay all fees that have
accrued or that are owed by the Alliance Member under a Sublicense
Addendum or any Order Form, or that appear in a Sublicense report. The
parties' rights and obligations under Sections 2.4, 2.5, 2.6 and Articles
4, 5, 6, 7, and 8 shall survive termination of this Agreement. Upon
termination, the Alliance Member shall cease using, and shall return or
destroy, all copies of the applicable Programs.
7. INDEMNITY, WARRANTIES, REMEDIES
7.1 Infringement Indemnity
Oracle will defend and indemnify the Alliance Member against a claim
that Programs infringe a copyright or patent or other intellectual
property right, provided that: (a) the Alliance Member notifies Oracle in
writing within 30 days of the claim; (b) Oracle has sole control of the
defense and all related settlement negotiations; and (c) the Alliance
Member provides Oracle with the assistance, information and authority
necessary to perform Oracle's obligations under this Section. Reasonable
out-of-pocket expenses incurred by the Alliance Member in providing such
assistance will be reimbursed by Oracle. Oracle shall have no liability
for any claim of infringement based on use of a superseded or altered
release of Programs if the infringement would have been avoided by the
use of a current unaltered release of the Programs which Oracle provides
to the Alliance Member.
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<PAGE>
In the event the Programs are held or are believed by Oracle to
infringe, Oracle shall have the option, at its expense, to (a) modify the
Programs to be noninfringing; or (b) obtain for the Alliance Member a
license to continue using the Programs. If it is not commercially
reasonable to perform either of the above options, then Oracle may
terminate the license for the infringing Programs and refund the license
fees paid for those Programs. This Section 7.1 states Oracle's entire
liability and the Alliance Member's exclusive remedy for infringement.
7.2 Warranties and Disclaimers
A. Program Warranty
Oracle warrants for a period of one year from the Commencement Date
that each unmodified Program will perform the functions described in the
Documentation.
B. Media Warranty
Oracle warrants the tapes, diskettes or other media to be free of
defects in materials and workmanship under normal use for 90 days from
the Commencement Date.
C. Services Warranty
Oracle warrants that its Technical Support and training services will
be performed consistent with generally accepted industry standards. This
warranty shall be valid for 90 days from performance of service.
D. Disclaimers
THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Oracle does not warrant that the Programs will operate in
combinations other than as specified in the Documentation or that the
operation of the Programs will be uninterrupted or error free.
Pre-Production releases of Programs and computer-based training products
are distributed "As Is."
The Alliance Member shall not make any warranty on Oracle's behalf.
7.3 Exclusive Remedies
For any breach of the warranties contained in Section 7.2 above, the
Alliance Member's exclusive remedy, and Oracle's entire liability,
shall be:
A. For Programs
The correction of Program errors that cause breach of the warranty,
or if Oracle is unable to make the Program operate as warranted, the
Alliance Member shall be entitled to recover the fees paid to Oracle for
the Program license.
B. For Media
The replacement of defective media returned within 90 days of the
Commencement Date.
C. For Services
The reperformance of the services, or if Oracle is unable to perform
the services as warranted, the Alliance Member shall be entitled to
recover the fees paid to Oracle for the unsatisfactory services.
<PAGE>
7.4 Indemnification of Oracle
The Alliance Member agrees to enforce the terms of its Sublicense
agreements required by this Agreement so as to effect a timely cure of
any Sublicense breach, and to notify Oracle of any known breach of such
terms. The Alliance Member will defend and indemnify Oracle against:
A. All claims and damages to Oracle arising from any use by the Alliance
Member or its Sublicensees of any product not provided by Oracle but used
in combination with the Programs if such claim would have been avoided by
the exclusive use of the Programs; and
B. All claims and damages to Oracle caused by the Alliance Member's
failure to include the required contractual terms set forth in Section
2.3.B hereof in each Sublicense agreement.
7.5 Equitable Relief
The Alliance Member acknowledges that any breach of its obligations
with respect to proprietary rights of Oracle will cause Oracle
irreparable injury for which there are inadequate remedies at law and
that Oracle shall be entitled to equitable relief in addition to all
other remedies available to it.
8. GENERAL TERMS AND CONDITIONS
8.1 Nondisclosure
By virtue of this Agreement, the parties may have access to
information that is confidential to one another ("Confidential
Information"). Confidential Information shall be limited to the Programs,
the terms and pricing under this Agreement, and all information clearly
identified as confidential.
A party's Confidential Information shall not include information
that: (a) is or becomes a part of the public domain through no act or
omission of the other party; (b) was in the other party's lawful
possession prior to the disclosure and had not been obtained by the other
party either directly or indirectly from the disclosing party; (c) is
lawfully disclosed to the other party by a third party without
restriction on disclosure; or (d) is independently developed by the other
party. The Alliance Member shall not disclose the results of any
benchmark tests of the Programs to any third party without Oracle's prior
written approval.
The parties agree to hold each other's Confidential Information in
confidence during the term of this Agreement and for a period of two
years after termination of this Agreement. The parties agree, unless
required by law, not to make each other's Confidential Information
available in any form to any third party for any purpose other than the
implementation of this Agreement. Each party agrees to take all
reasonable steps to ensure that Confidential Information is not disclosed
or distributed by its employees or agents in violation of the terms of
this Agreement.
4
<PAGE>
8.2 Copyrights
The Programs are copyrighted by Oracle. The Alliance Member shall
retain all Oracle copyright notices on the Programs used by the Alliance
Member under its Development Licenses or Marketing Support Licenses. The
Alliance Member shall include the following on all copies of the Programs
in software Value-Added Packages incorporating the Programs distributed
by the Alliance Member:
A. A reproduction of Oracle's copyright notice; or
B. A copyright notice indicating that the copyright is vested in the
Alliance Member containing the following:
1. A "c" in a circle and the word "copyright";
2. The Alliance Member's name;
3. The date of copyright; and
4. The words "All Rights Reserved."
Such notices shall be placed on the Documentation, the sign-on screen
for any software Value-Added Package incorporating the Programs, and the
diskette or tape labels. Notwithstanding any copyright notice by the
Alliance Member to the contrary, the copyright to the Program included in
any such application package shall remain in Oracle. Other than as
specified above, on any reproduction or translation of any Programs,
Documentation, or promotional material, the Alliance Member agrees to
reproduce Oracle's copyright notices intact.
8.3 Trademarks
"Oracle" and any other trademarks and service marks adopted by Oracle
to identify the Programs and other Oracle products and services belong to
Oracle; the Alliance Member will have no rights in such marks except as
expressly set forth herein and as specified in writing from time to time.
The Alliance Member's use of Oracle's trademarks shall be under Oracle's
trademark policies and procedures in effect from time-to-time. The
Alliance Member agrees not to use the trademark "ORACLE," or any mark
beginning with the letters "Ora," or any other mark likely to cause
confusion with the trademark "ORACLE" as any portion of the Alliance
Member's tradename, trademark for the Alliance Member's Value-Added
Package, or trademark for any other products of the Alliance Member. The
Alliance Member shall have the right to use the trademark "ORACLE" and
other Oracle trademarks solely to refer to Oracle's Programs, products
and services.
The Alliance Member agrees with respect to each registered trademark
of Oracle, to include in each advertisement, brochure, or other such use
of the trademark, the trademark symbol "circle R" and the following
statement:
______is a registered trademark of Oracle Corporation, Redwood City,
California
Unless otherwise notified in writing by Oracle, the Alliance Member
agrees, with respect to every other trademark of Oracle, to include in
each advertisement, brochure, or other such use of the trademark, the
symbol "TM" and the following statement:
______is a trademark of Oracle Corporation, Redwood City, California
The Alliance Member shall not market the Oracle Programs in any way
which implies that the Oracle Programs are the proprietary product of the
Alliance Member or of any party other than Oracle. Oracle shall not have
any liability to the Alliance Member for any claims made by third parties
relating to the Alliance Member's use of Oracle's trademarks.
<PAGE>
8.4 Relationships between Parties
In all matters relating to this Agreement, the Alliance Member will
act as an independent contractor. The relationship between Oracle and the
Alliance Member is that of licensor/licensee. Neither party will
represent that it has any authority to assume or create any obligation,
express or implied, on behalf of the other party, nor to represent the
other party as agent, employee, franchisee, or in any other capacity.
Nothing in this Agreement shall be construed to limit either party's
right to independently develop or distribute software which is
functionally similar to the other party's product, so long as proprietary
information of the other party is not included in such software.
8.5 Assignment
The Alliance Member may not assign or otherwise transfer any rights
under this Agreement without Oracle's prior written consent.
8.6 Notice
All notices, including notices of address change, required to be sent
hereunder shall be in writing and shall be deemed to have been given when
mailed by first class mail to the first address listed in the relevant
Order Form (if to the Alliance Member) or to the Oracle address on the
Order Form (if to Oracle).
To expedite order processing, the Alliance Member agrees that Oracle
may treat documents faxed by the Alliance Member to Oracle as original
documents; nevertheless, either party may require the other to exchange
original signed documents.
8.7 Governing Law/Jurisdiction
This Agreement, and all matters arising out of or relating to this
Agreement, shall be governed by the substantive and procedural laws of
the State of California and shall be deemed to be executed in Redwood
City, California. The parties agree that any legal action or proceeding
relating to this Agreement shall be instituted in any state or federal
court in San Francisco or San Mateo County, California. Oracle and the
Alliance Member agree to submit to the jurisdiction of, and agree that
venue is proper in, these courts in any such legal action or proceeding.
8.8 Severability
In the event any provision of this Agreement is held to be invalid or
unenforceable, the remaining provisions of this Agreement will remain in
full force and effect.
8.9 Export
The Alliance Member agrees to comply fully with all relevant export
laws and regulations of the United States ("Export Law") to assure that
neither the Programs, nor any direct product thereof, are (a) exported,
directly or indirectly, in violation of Export Laws; or (b) are intended
to be used for any purposes prohibited by the Export Laws, including,
without limitation, nuclear, chemical, or biological weapons
proliferation.
5
<PAGE>
8.10 Limitation of Liability
In no event shall either party be liable for any indirect,
incidental, special or consequential damages, or damages for loss of
profits, revenue, data or use, incurred by either party or any third
party, whether in an action in contract or tort, even if the other party
or any other person has been advised of the possibility of such damages.
Oracle's liability for damages hereunder shall in no event exceed the
amount of fees paid by the Alliance Member under this Agreement, and if
such damages result from the Alliance Member's or Sublicensee's use of
the Program or services, such liability shall be limited to fees paid for
the relevant Program or services giving rise to the liability.
The provisions of this Agreement allocate the risks between Oracle
and the Alliance Member. Oracle's pricing reflects this allocation of
risk and the limitation of liability specified herein.
8.11 Federal Government Sublicenses
If the Alliance Member grants a Sublicense to the United States
government, the Programs shall be provided with "Restricted Rights" and
the Alliance Member will place a legend, in addition to applicable
copyright notices, on the documentation, and on the tape or diskette
label, substantially similar to the following:
RESTRICTED RIGHTS LEGEND
"Programs delivered subject to the DOD FAR Supplement are "commercial
computer software" and use, duplication and disclosure of the Programs
shall be subject to the licensing restrictions set forth in the
applicable license agreement. Otherwise, Programs delivered subject to
the Federal Acquisition Regulations are "restricted computer software"
and use, duplication and disclosure of the Programs shall be subject to
the restrictions in FAR 52.227-14, Rights in Data -- General, including
Alternate III (June 1987)."
8.12 Waiver
The waiver by either party of any default or breach of this Agreement
shall not constitute a waiver of any other or subsequent default or
breach. Except for actions for non-payment or breach of Oracle's
proprietary rights in the Programs, no action, regardless of form,
arising out of this Agreement may be brought by either party more than
two years after the cause of action has accrued.
8.13 Entire Agreement
This Agreement constitutes the complete agreement between the parties
and supersedes all prior or contemporaneous agreements or
representations, written or oral, concerning the subject matter of this
Agreement. This Agreement may not be modified or amended except in a
writing signed by a duly authorized representative of each party; no
other act, document, usage or custom shall be deemed to amend or modify
this Agreement.
It is expressly agreed that the terms of this Agreement and any Order
Form shall supersede the terms in any Alliance Member purchase order or
other ordering document. This Agreement shall also supersede the terms of
any unsigned or "shrinkwrap" license included in any package, media, or
electronic version of Oracle-furnished software and any such software
shall be licensed under the terms of this Agreement, provided that the
use limitations contained in an unsigned ordering document shall be
effective for the specified licenses.
<PAGE>
The Effective Date of this Agreement shall be 5/31/1998
--------------------------------
<T<TABLE>
Executed by the Alliance Member:
<S> <C>
- ------------------------------------------- Executed by OrOracle Corporation:
Authorized Signature: /s/ Mike Chamberlain Authorized Signature: /s/ Jeffrey M. Rosado
--------------------- ---------------------
Name: Mike Chamberlain Name: Jeffrey M. Rosado
------------------------------------- -------------------------------------
Title: President Title: Manager, Alliances Sales Support
------------------------------------- ------------------------------------
</</TABLE>
Oracle Corporation
500 Oracle Parkway
Redwood Shores, CA 94065
(415) 506-7000
Oracle is a registered trademark of Oracle Corporation.
7-97
6
<PAGE>
AMENDMENT ONE
to the
ORACLE ALLIANCE AGREEMENT
between
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
and
ORACLE CORPORATION
This document ("Amendment One") amends the Oracle Alliance Agreement between
Systems & Computer Technology Corporation (the "Alliance Member") and Oracle
Corporation ("Oracle") dated May 31, 1998 (the "Agreement").
The Agreement is hereby amended as follows:
1. Add the following definition as a new Section 1.1 and note that all
subsections in Section 1 shall be re-numbered in recognition of the new
subsection 1.1:
"1.1 "Alliance Member" for purposes of this Addendum shall include the
Alliance Member and the Alliance Member's wholly or majority owned
subsidiaries which are specified on the attached Subsidiary Exhibit as of
the Effective Date. Each Subsidiary must agree in writing to be bound by
the terms of the Addendum. Oracle agrees that it may not unreasonably
withhold or delay its consent to add new Alliance Member subsidiaries and,
further, agrees that the only modification to the Agreement will be the
addition of such subsidiaries to the Subsidiary Exhibit. Oracle further
agrees that the terms and conditions agreed to in this Agreement will
apply to such new subsidiaries."
2. Delete the body of the new Section 1.2 and replace with the following:
" "Commencement Date" means the date on which the Development and
Marketing Support Licensed Programs are delivered by Oracle, or if no
delivery is necessary, the Effective Date set forth on the relevant Order
Form from the Alliance Member. For Sublicensed Programs the Commencement
Date shall be the date on which the Programs are delivered to the
Sublicensee."
3. On the first line in the new Section 1.8 "Sublicense", add the word
"perpetual" before "nonexclusive".
4. Add the following definition as a new Section 1.9:
"1.9 "Supported Program License" shall mean a Development License or
Marketing Support License for which the Alliance Member has ordered
Technical Support for the relevant time period."
5. In Section 1.10, after the words "Oracle's policies" insert the following:
", as detailed in the Technical Support Attachment to this Agreement,
which may be updated from time to time."
6. Delete the body of Section 2.1(A) and replace with the following:
<PAGE>
"Oracle grants to the Alliance member a perpetual, nonexclusive license to
use the Development Licenses the Alliance member obtains under this
Agreement and applicable Sublicense Addenda. All Development Licenses
ordered by the Alliance Member will permit the Alliance Member to use the
Programs as follows:"
7. Delete the wording in Section 2.1 (A) (1) and replace it with the following:
"1. to development or prototype the Value-Added Package on each Designated
System or on backup systems if the applicable Designated System is
inoperative;"
8. In Section 2.1 (A) (4), add "and copy for use" after "to use" on the first
line.
9. In Section 2.1 (A) (5), after the words "or backup purposes" add the
following:
"or as otherwise authorized by Oracle"
10. Delete the last sentence of Section 2.1 (B) and replace with the
following:
"Each Order Form for Trial Licenses shall clearly state that the term
of the Trial License is ninety (90) days and that the order is for a Trial
License."
11. In Section 2.1, add the following new Subsections (C) and (D):
"C. Alliance Member will provide to Oracle a written list of all Oracle
software Programs for which Alliance Member has been granted a development
license prior to the Effective Date of this Agreement, and will, further
specify on such list the primary and other development platforms on which
each Program has been licensed for development upon. There will be no
charge for existing development licenses for development on each platform
for which Alliance Member has obtained a license. The annual Technical
Support fees specified in Section 4.2 entitle Alliance Member to Technical
Support for all Programs licensed for development in the United States.
For each new Program Alliance Member wishes to license for development on
a primary development platform, Alliance Member will order such
development licenses and pay Oracle a license fee equal to fifty percent
(50%) of the then-current list price for such Program (minimum user
levels shall not apply for these orders), which one-time payment will
entitle Alliance Member to use multiple copies of the relevant Program on
multiple servers with the same operating system. Provided that Alliance
Member has acquired a new Program under the terms stated prior in this
section, Alliance Member can also obtain, at no charge, additional
development licenses for such new Program for development on an unlimited
number of additional "porting and testing" platforms. For each new Program
added to a primary development platform in the U.S., Alliance Member will
receive Technical Support from Oracle for a fee equal to fifty percent
(50%) for the then-current list price for Silver Support. Oracle will
waive the $500 per platform charge for the development licenses. For
Technical Support for existing and future development licenses in
countries other than the United States, Alliance Member will pay Oracle an
annual fee of 50% of the list price "Silver" Support, but in no event will
alliance Member pay more than $15,000 annually for Technical Support for a
given country."
(D) Oracle grants the Alliance Member a nonexclusive license to use the
Additional Development Licenses the Alliance Member obtains pursuant to
this Section as follows:
<PAGE>
1. to port the Value-Added Package in order to make it operational
on the Designated System for which the Additional Development
License has been granted;
2. to demonstrate the Programs to potential Sublicensees solely
in conjunction with the Value-Added Package;
3. to provide training and Technical Support for the Value-Added
Package on the Designated System for which the Additional
Development License has been granted;
4. to use the Documentation provided with the Programs in support
of the Alliance Member's authorized use of the Programs, and
5. to copy the Programs for archival or backup purposes; no other copies
shall be made without Oracle's prior written consent. All titles,
trademarks, and copyright and restricted rights notices shall be
reproduced in such copies. All archival and backup copies of the Programs
are subject to the terms of the Agreement.
12. Delete the opening paragraph of Section 2.2 and replace with the following:
"Oracle grants to the Alliance Member a nonexclusive license to use the
Marketing Support License the Alliance Member obtains under this Agreement
and applicable Sublicense Addenda. A Marketing Support License shall
permit the Alliance Member to use the Programs as follows:"
13. Delete the wording in Section 2.2 (A) and replace it with the following:
"A. to demonstrate the Programs to potential Sublicensees solely in
conjunction with the Value-Added Package;"
14. In Section 2.2 (C) add "and copy for use" after "to use" in the first line.
15. In Section 2.2 (D) add "or as otherwise authorized by Oracle" after "back up
purposes" in the first line.
16. In Section 2.4 add the following as a new second paragraph:
"However, nothing provided in this Paragraph 2.4 shall prevent the
Alliance Member from remotely accessing a Value-Added Package installed on
another CPU pursuant to the terms of this Agreement solely for the purpose
of demonstrating the functionality of the Value-Added Package to a
prospective Sublicensee. Any such demonstration shall be conducted and
controlled by the Alliance Member's employees. Upon completion of any such
demonstration, the Alliance Member shall terminate the remote urgent
access. At no time during the demonstration shall any files contained in
the Value-Added Package reside on the prospective Sublicensee's CPU nor
shall any Programs be transferred to or copied by the prospective
Sublicensee."
17. In Section 2.5 add the following to the end of the paragraph: "The Alliance
Member shall retain all title, copyright, and other proprietary rights in
the Value-Added Package and any translations thereof."
18. Delete the body of Section 2.6 and replace with the following:
<PAGE>
"The Alliance member may transfer a Development or Marketing Support
License within its organization upon notice to Oracle; transfers are
subject to the terms of Section 2.1C of this Agreement."
19. In Section 3.1 add "for Development Licenses" to the second line after
"Alliance Member" and after "Technical Support policies" add ", as
detailed in the Technical Support Attachment to this Agreement, which may
be updated from time to time."
20. Delete the wording in Section 3.2 and replace it with the following:
"If ordered by the Alliance Member, Oracle will provide training services
agreed to by the parties under the terms of this Agreement; For any
on-site services requested by the Alliance Member, the Alliance Member
shall reimburse Oracle for actual, reasonable travel and out-of-pocket
expenses incurred."
21. In the first paragraph of Section 4.1, delete the first sentence in its
entirely and replace it with the following:
"The Alliance Member may order Development Licenses and Marketing Support
Licenses at the Program license fees set forth in this Agreement."
Also, delete the second sentence of the second paragraph and replace with
the following:
"If the Sublicensee upgrades the Programs to a larger computer, transfers
the Programs outside the United States and/or to another operating system,
or increases the licensed number of Users, the Alliance Member will pay
additional Sublicense fees to Oracle as provided under Oracle's transfer
policies and rates in effect at the time the Program is upgraded or
transferred."
22. Delete the wording in Section 4.2 and replace it with the following:
"Technical Support services ordered by the Alliance Member for Development
Licenses and Marketing Support Licenses will be provided under Oracle's
Technical Support policies, as detailed in the Technical Support
Attachment to this Agreement, and at the rates specified herein. Support
fees for the Development Licenses shall be as follows:
**Year 1 $215,000
Year 2 $270,000
Year 3 $291,000
Year 4 $314,000
Year 5 $340,000
The fee for Year 1 is due at the execution of this Agreement. The fees for
subsequent years are due in quarterly installments commencing on the
Effective Date of this Agreement."
**Year 1 has been adjusted to reflect the support payment of $35,000 made
by the Alliance Member in April 1998.
23. In Section 4.3, add "which invoice will be submitted by Oracle following
receipt of an Order Form" to the third line after "invoice date". And on
the 4th line add "unless permitted by law" after "against Oracle".
<PAGE>
24. Section 4.4 - Taxes - add "or capital stock" after "Oracle's income" in
the last sentence.
25. Delete the first sentence of Section 6.1 and replace it with the following:
"This Agreement shall become effective sixty days (60) from the Effective
Date of this Agreement and shall be valid for five (5) years from the
Effective Date, except for the pricing terms for Sublicense Fees which
shall be valid for three (3) years, unless terminated earlier as set forth
herein. Oracle will provide Alliance Member with six (6) months prior
written notice before the end of year three (3) and six (6) months before
the end of year four (4) of its intention (if any) to increase the
Sublicense Fees for year four (4) and year five (5) of the Term of this
Agreement."
Delete the second sentence of Section 6.1 and replace it with the following:
"If not otherwise specified on the Order From, each Program license
granted by Oracle or Alliance Member under this Agreement shall remain in
effect perpetually under the terms of this Agreement unless such license
is terminated for cause as provided in this Agreement or in a Sublicense
Addenda."
26. In Section 6.3 after "Program Licenses" add the following: "not including
Sublicenses previously granted"
27. In Section 6.5 Effect of Termination - Add the following as the first
sentence of this Section 6.5:
"Each Program license granted under this Agreement shall remain in effect
perpetually under the terms of this Agreement unless such license is
terminated for cause as provided in this Agreement or in a Sublicense
Addenda."
Also, add the following new paragraph to the end of Section 6.5:
"Upon the termination or expiration of this Agreement, unless the Alliance
member's Development Licenses are terminated for cause hereunder, the
Alliance Member may continue to receive Technical Support from Oracle for
such Development Licenses, including upgrades, under the fees and policies
which then generally apply to Oracle's alliance member program. In
addition, upon the termination of this Agreement or expiration of this
Agreement for reasons other than for the Alliance Member's material breach
with respect to the grant of and payment for Sublicenses hereunder, the
Alliance Member may continue to provide technical support for all
Sublicenses granted prior to expiration or termination of this Agreement.
Such Technical Support may be purchased by the Alliance Member following
termination under the fees and policies which then generally apply to
Oracle's alliance member program."
28. Section 7.2 Warranties and Disclaimers - Add the following new paragraph D
entitled "Year 2000 Warranty" and re-letter paragraph "D" to be paragraph
"E":
"Oracle warrants that it Programs, to the extent specified in the attached
Oracle White Paper on this subject, contain the functionality, including
the time-and-date-related code and internal subroutines, needed for the
December 31, 1999 millennium date change. Any breach of this warranty is
subject to the exclusive remedies as set forth in Section 7.3 of the
Agreement."
29. In Section 7.4 after "Alliance Member agrees" add "to use all practical
means available."
<PAGE>
30. In Section 7.4 (B) add the following to the end of the paragraph:
"The Alliance Member's obligations to defend and indemnify Oracle
hereunder are contingent upon the following:
A. Oracle notifies the Alliance Member in writing within thirty (30) days
of the claim;
B. The Alliance Member has sole control of the defense and all related
settlement negotiations; and
C. At the Alliance Member's request, Oracle provides the Alliance Member
with all necessary assistance, information, and authority to perform the
above; reasonable out-of-pocket expenses incurred by Oracle in providing
such assistance will be reimbursed by the Alliance Member."
31. Delete the wording in Section 7.5 and replace it with the following:
"Each party hereto acknowledges that any breach of its obligations with
respect to the proprietary rights of a party will cause such party
irreparable injury for which there are inadequate remedies at law and that
such party shall be entitled to equitable relief in addition to all other
remedies available to it."
32. In Section 8.3, at the end of the second sentence of the first paragraph
add the following:
"provided that Oracle has made available to the Alliance Member a copy of
such then-current trademark policies and procedures."
33. Delete the wording in Section 8.5 and replace it with the following:
"Neither party hereto may assign or otherwise transfer any rights under
this Agreement without the other party's prior written consent.
Notwithstanding the above, Oracle shall have the right to re-negotiate the
terms of this Agreement in the event that Alliance Member needs to assign
this Agreement due to merger, acquisition, consolidation or some other
action related to the take over of a new company."
34. Delete Section 8.7 in its entirely and renumber the subsequent sections
according.
35. Section 8.10 Limitation of Liability - add the phrase "Except as provided
in Section 7.1" to the beginning of the first and second sentence of the
first paragraph of Section 8.10.
36. Add the following new Section 8.13 and 8.14:
"8.13 Source Code Escrow
Oracle shall deposit in escrow a copy of the Programs' source code. The
escrowed material shall be maintained under an agreement which provides
that if Oracle ceases to be in the business of supporting the Programs or
a portion thereof, the escrow agent shall furnish the Alliance Member with
a copy of the escrowed material that has become unsupported. The Alliance
Member shall pay the escrow agent a fee sufficient to cover the cost of
reasonable administrative expenses, including reproduction and
distribution. Any escrowed material furnished under this provision shall
be considered subject to the terms and conditions of this Alliance
Agreement, and shall not be transferred or otherwise disclosed to any
third party.
8.14 Price Protection
<PAGE>
If Oracle changes its then current Price List or Technical Support rates,
the previous lower price shall apply for a period of sixty (60) days after
the date on which the Alliance Member is notified of the price increase in
connection with all Sublicenses and licenses which may be granted by the
Alliance Member or Oracle where prices were proposed or quoted by the
Alliance Member prior to the notice of the price change."
Subject to the modifications herein, the Agreement shall remain in full force
and effect.
The Effective Date of this Agreement One is May 31, 1998.
SYSTEMS & COMPUTER ORACLE CORPORATION
TECHNOLOGY CORPORATION
By: /s/ Mike Chamberlain By: /s/ Jeffrey M. Rosado
----------------------------- --------------------------------
Name: Mike Chamberlain Name: Jeffrey M. Rosado
----------------------------- --------------------------------
Title: President Title: Manager, Alliances Sales Support
----------------------------- --------------------------------
<PAGE>
EXHIBIT A
---------
LIST OF SUBSIDIARIES
--------------------
SYSTEMS & COMPUTER TECHNOLOGY CORP.
SCT SOFTWARE & RESOURCE MANAGEMENT CORP.
SCT FINANCIAL CORP.
SCT UTILITY SYSTEMS, INC.
SCT GOVERNMENT SYSTEMS, INC.
INFORMATION ASSOCIATES INTERNATIONAL CORP.
SCT PROPERTY, INC.
SCT INTERNATIONAL SOFTWARE & SERVICES, INC.
SCT TECHNOLOGIES (CANADA) INC.
SCT INTERNATIONAL LIMITED
SCT MANUFACTURING & DISTRIBUTION SYSTEMS, INC.
SYSTEMS & COMPUTER TECHNOLOGY INTERNATIONAL B.V.
ASI AUSTRALIA HOLDING COMPANY
ADAGE SYSTEMS INTERNATIONAL (AUSTRALIA) PTY. LLT.
SYSTEMS & COMPUTER TECHNOLOGY INTERNATIONAL S.A.R.L.
<PAGE>
Technical Support Attachment
ORACLE TECHNICAL SUPPORT SERVICES
Technical Support Fees
Technical Support fees are due and payable in advance of the term of Support.
Reinstatement Fees
In the event Technical Support services lapse or were never originally
procured, a reinstatement fee shall be assessed upon commencement of Technical
Support, such fee shall be subject to Oracle's policies in effect when
Technical Support is ordered. Oracle currently calculates Reinstatement Fees
from the date that the Technical Support services lapse (or the license order
date if the program licenses were not previously supported) to the date that
the technical support services are renewed based on the list Bronze support
fees in Oracle's US Price List in effect at the time the Technical Support
services are ordered.
Support Programs
Oracle Bronze Support
Oracle Bronze Support includes:
* Real Time Telephone Technical Assistance
o 5:00 a.m. to 6:00 p.m. (Pacific Time), Monday through Friday
o Problem solving, bug reporting, documentation clarification,
technical guidance
* Program updates
o Patches and fixes
o General maintenance releases
o Documentation updates
* Support System dial-in access
* Quarterly Support newsletter
* Mail server access
o Read/Write access to Electronic Mail over the Internet
o Technical Assistance Requests can be opened, closed or updated
o General Communication with Oracle Worldwide Support
* SupportNotes(TM) - Oracle Book based CD-ROM repository of technical
information
* Oracle Electronic Support - Read/Write access to Oracle's
private Support Forum on CompuServe**
** Customers will need to register with CompuServe to obtain CompuServe
access. This service will be offered in the United States only.
Oracle Silver Support
Oracle Silver Support includes Oracle Bronze Support plus the following:
* Real Time Telephone Technical Assistance
o Toll-free 800 number
o 24 hours a day/7 days a week
* SupportNotes(TM) - Oracle Book based CD-ROM repository of technical
information
* Management reports - Faxed upon request
* Proactive Alerts
o Contain known problem and problem resolution information
o Proactively faxed as applicable
Oracle Gold Support
Oracle Gold Support (for which a minimum fee applies) includes Oracle Silver
Support plus the following:
* Priority Reactive Support
* Accountant Management
o Communication channels between Oracle and customer
o Status reports to customer and management
o Regular account reviews with customer
o Conduct all proactive planning activities
o Some first-line support
* Foundation Proactive Services
o Patch Planning
o Version/Release Planning
o Alerts
The following Basic, Standard, and Extended Support packages are no longer
available for new support contracts.
Basic Annual Support
Basic Annual Support includes:
April 16, 1997 Page 1 of 3 Technical Support
<PAGE>
Technical Support Attachment
* Telephone Technical Assistance
o 5:00 a.m. to 6:00 p.m. (Pacific Time), Monday through Friday
o Problem solving, bug reporting, documentation clarification,
technical guidance
* Program updates and associated documentation
* Support System dial-in access
o Log/Update/Review TARs
o Review Bugs
o Access the Support Bulletin Board
* Quarterly Support newsletter
Standard Support
Standard Support includes Basic Support plus the following:
* Telephone Technical Assistance - 24 hours a day/7 days a week
Extended Support
Extended Support includes Standard Support plus the following:
* Toll-free 800 number
Information Customers Need When Calling Support
Before Support can begin work on any problem, information about the nature and
location of the problem is required. Whenever a call is placed to the hotline,
the following information should be provided:
* The Customer Support Identification (CSI) number or PC registration
number
* The area code and phone number listed under the CSI number
* Operating system (including version) on which Oracle Programs are
installed
* The Oracle product component and its version number the call concerns.
Support questions involve product components -- that is, constituent parts
of an Oracle product. For example, with the ORACLE kernel, Customer
receives components such as RDBMS, IMP, EXP, SQL*Loader and SQL*Forms.
* The relevant Program version(s)
* Any Program error number that appeared
* Brief description of the problem
* Severity of the problem. Oracle Worldwide Support classifies problems
according to how they impact the Customer's business. See list below for
explanation of Technical Assistance Request (TAR) Severity Levels.
Technical Assistance Request (TAR) Severity Levels
The chart below lists standard Technical Assistance Request Severity Levels.
Oracle Worldwide Customer Support responds to TARs based on Severity Level.
Severity Level
- --------------
SeSeverity 1
Critical Business Impact
Customer's work, regardless of the environment or product usage, is stopped or
so severely impacted that the customer cannot reasonably continue to work.
Severity 2
Severe Business Impact
Customer's work is continuing (not stopped) however there is a serious impact
on the customer's productivity and/or service levels.
Severity 3
Minor Business Impact
The customer's work regardless of the environment or product usage, has minor
loss of services or resources.
Severity 4
No Business Impact
Customer is in full working mode - there is no work being impeded at the time
- - information is requested but has no impact on the operation of the prproducts.
TARs are logged and tracked in Support's Support System. Response will be
given to the Customer by telephone and logged directly into the
problem-tracking system. The Customer may dial-in to track the progress of
their TAR at any time.
April 16, 1997 Page 2 of 3 Technical Support
<PAGE>
Technical Support Attachment
Support's response may include a written response, patch tape, supplementary
documentation, a temporary means of circumventing the problem pending a new
release, or other correctional aids.
Customer CPU Support Identification (CSI) Number
Customers shall receive a CSI Number upon purchasing Oracle Technical Support
services.
The CSI number identifies the Customer with respect to the following
information:
* Company Name and Address
* Product Set and Version
* Support Level and Duration
* Operating System
* Technical Contact Information
Worldwide Customer Support uses the CSI number to identify the Customer's
Support contract when a Customer calls the Support Hotline or uses
dials-in-access.
Technical Support Liaison ("Technical Contact")
Customers shall designate one (1) primary and two (2) backup Customer
employees ("Technical Contacts") to serve as liaisons with Oracle Worldwide
Customer Support. The designated "Technical Contact" is the sole liaison
between technical support and Customers for all product support and shall be
based on the Customer site. Customer may elect to add Technical Contacts for
an additional fee.
To assure uninterrupted Technical Support service, customers must notify
Client Relations (415) 506-1500, option 9, whenever Technical Contact
responsibilities are transferred to another individual.
Updates
"Update" means a subsequent release of the Program which Oracle generally
makes available for Program licenses at no additional license fee other than
media and handling charges, provided Customer has ordered Technical Support
for such licenses for the relevant time period. Update shall not include any
release, option or future product which Oracle licenses separately.
Terms of Support
Oracle Worldwide Customer Support's technical assistance is limited to
licenses, products, and platforms that are fully supported and to problems
which are demonstrable in the current release of the licensed program, running
unaltered on the proper hardware configuration. Current release information is
posted on-line.
Technical Support for older versions of Oracle products or for non-Oracle
products is subject to additional fees.
These Technical Support policies are Oracle's current policies and are
subject to change at Oracle's discretion.
Termination
Customer may terminate technical support at any time by notifying Oracle in
writing at least thirty (30) days before the desired date of termination.
Technical Support shall be terminated upon receipt of such notice. On
termination, Oracle shall refund the unused portion of technical support fees
paid by the Customer for the licenses for the allocable period for which
technical support is terminated.
Phone Numbers and Address Information
Customer Support Hotline
(For Technical Support, Non-Technical Support, and Support Sales information)
415-506-1500
Technical Support Dial-in Number
RTSS Dial-in 415-598-9350
Technical Support Address
Oracle Worldwide Technical Support
500 Oracle Parkway
Box 659313
Redwood Shores, CA 94065
April 16, 1997 Page 3 of 3 Technical Support
<PAGE>
ORACLE(R)
White Paper
Oracle Products
and
Year 2000 Compliance
<PAGE>
Oracle Products and Year 2000 Compliance 24 April 1998
Title: Oracle Products and Year 2000 Compliance
Updated: 24 April 1998 (Version 4.1.0.0.7)
Author: Mike Nicholls
Part No: ( )
This document is provided for information purposes only and the contents hereof
are subject to change without notice. Oracle Corporation does not warrant that
this document is error free, nor does it provide any other warranties or
conditions, whether expressed orally or implied in law, including implied
warranties and conditions of merchantability or fitness for a particular
purpose. Oracle Corporation specifically disclaims any liability with respect to
this document and no contractual obligations are formed either directly or
indirectly by this document. This document may not be reproduced or transmitted
in any form or by any means, electronic or mechanical, for any purpose, without
the prior written permission of Oracle Corporation.
Copyright (C) 1996, 1997, 1998. Oracle Corporation. All Rights Reserved
Printed in the USA
Oracle Corporation
World Headquarters
500 Oracle Parkway
Redwood Shores, CA 94065
USA
Worldwide Inquiries:
Phone (+1) 415.506.7000
Fax (+1)415.506.7200
Oracle and the Oracle Logo are registered trademarks of Oracle Corporation.
All other Oracle Products are registered or non-registered trademarks of
Oracle Corporation.
All other company and product names mentioned are used for identification
purposes only, and may be trademarks of their respective owners.
For more information about Oracle's trademarks and intellectual property
policies, contact the Oracle Legal Department at (+1) 650.506.5100.
Issue:4.1.0.0.7 2
<PAGE>
Oracle Products and Year 2000 Compliance 24 April 1998
Oracle Products
and
Year 2000 Compliance
Index of Contents
1 Introduction
2 Product Compliance
2.1 Level of Compliance
3 Individual Product Compliance Information
3.1 Current Products
Table 3.1 - Server/Database and Associated Products
Table 3.2 - Design, Development and Analysis Products
Table 3.3 - Office and Webserver Products
Table 3.4 - Oracle Applications Products
Table 3.5 - Oracle Industry Applications Products
3.6 Notes - Current Products
4 Product Compliance - Mature Products
Table 4.1 - Mature Products
4.2 Notes - Mature Products
Issue:4.1.0.0.7 3
<PAGE>
Oracle Products and Year 2000 Compliance 24 April 1998
1 INTRODUCTION
Year 2000 Compliance requires five main factors to be satisfied with
respect to date datatype processing:
1. Correctly handle date information before, during, and after 1st
January 2000 accepting date input, providing date output and
performing calculation on dates or portions of dates
2. Function according to the documentation before, during and after
1st January 2000 without changes in operation resulting from with
the advent of the new century assuming correct configuration
3. Where appropriate, respond to two digit date input in a way that
resolves the ambiguity as to century in a disclosed, defined and
pre-determined manner
4. Store and provide output of date information in ways that are
unambiguous as to century
5. Manage the leap year occurring in the year 2000, following the
quad-centennial rule
These criteria are a superset of the Year 2000 conformance requirements
set out by the British Standards Institute in DISC PD-2000-1 A Definition
of Year 2000 Conformity Requirements.
2 PRODUCT COMPLIANCE
The current Oracle product range is designed to be Year 2000 Compliant.
A statement of the Year 2000 date change compliance of the current Oracle
database related software product range is provided in the following
tables and related notes. For our customer's convenience, Year 2000
Compliance information is also provided herein for mature products that
are still used by a significant number of organizations. Due to their
level of maturity, some of these mature products are not Year 2000
Compliant, or are partially compliant.
The tables and notes are organized into two main sections: Current
Products and Mature Products.
Current products: Those products currently supported under the
Oraclemetals supported products category.
A statement is provided for each product/product set regarding the level
of compliance. For this category this will predominantly be "full
compliance".
Mature Products: Those products where de-support notices have already
been published and/or are under the "Extended
Assistance Support" category.
A statement is provided for each product/product set regarding the level
of compliance. For mature products this will predominantly comprise
advice on how to implement minimal code changes or workarounds. Customers
using these mature products are advised to consider upgrading to an
Oraclemetals product as soon as possible so as to minimize any date
conversion work and to obtain the optimum level of support.
Issue:4.1.0.0.7 4
<PAGE>
Oracle Products and Year 2000 Compliance 24 April 1998
2.1 LEVEL OF COMPLIANCE
For each Oracle product or product bundle, the stated compliance is
defined thus:
Level of Compliance Description
--------------------------- ----------------------------------
FULLY COMPLIANT The current production version of
the with all five of the factors
product is intended to fully comply
described in Section 1
---------------------------------------------------------------------
PARTIALLY COMPLIANT (1) The current production version of
the product does not fully comply
with all five of the factors described
in Section 1. However, Oracle intends
to provide full compliance in future
releases of the product.
---------------------------------------------------------------------
PARTIALLY COMPLIANT (2) The current production version of
this mature product does not fully
comply with all five of the factors
described in Section 1 and Oracle
has no plan to provide further
compliance in the future.
---------------------------------------------------------------------
NOT COMPLIANT The current production version of
the product does not comply with
factors described in Section 1 and
Oracle does not intend to provide any
further compliance in the future.
---------------------------------------------------------------------
Issue:4.1.0.0.7 5
<PAGE>
Oracle Products and Year 2000 Compliance 24 April 1998
3. INDIVIDUAL PRODUCT - COMPLIANCE INFORMATION
-------------------------------------------
3.1 CURRENT PRODUCTS
<TABLE>
<CAPTION>
Table 3.1 - Oracle Server/Database and Associated Products
- --------------------------------------------------------------------------------------------------------------------------------
Product or Bundle Product Components Compliant Product / Bundle See Note
Version/
Release
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Oracle8 Server N/A 8.X and > FULLY COMPLIANT 3.6.2
Workgroup Edition
- --------------------------------------------------------------------------------------------------------------------------------
Oracle8 Server N/A 8.X and > FULLY COMPLIANT 3.6.2
Enterprise Edition
- --------------------------------------------------------------------------------------------------------------------------------
Oracle8 Cartridges Context Cartridge FULLY COMPLIANT N/A
Video Cartridge FULLY COMPLIANT
Spatial Cartridge FULLY COMPLIANT
Image Cartridge FULLY COMPLIANT
Replication Services FULLY COMPLIANT
InterOffice Gateways FULLY COMPLIANT
Web Application Server FULLY COMPLIANT
InterOffice Messaging Cartridge 4.1 and > FULLY COMPLIANT
Interoffice Document Cartridge 4.1 and > FULLY COMPLIANT
Time Series Cartridge FULLY COMPLIANT
Visual Information Retrieval FULLY COMPLIANT
Cartridge FULLY COMPLIANT
Workflow Cartridge FULLY COMPLIANT
- --------------------------------------------------------------------------------------------------------------------------------
Oracle8 Options Objects Option 8.X and > FULLY COMPLIANT N/A
Partitioning Option 8.X and > FULLY COMPLIANT
Parallel Server Option 8.X and > FULLY COMPLIANT
- --------------------------------------------------------------------------------------------------------------------------------
Oracle7 Server N/A 7.X and > FULLY COMPLIANT 3.6.2
Enterprise Edition
- --------------------------------------------------------------------------------------------------------------------------------
Orcle7 Server N/A 7.X and > FULLY COMPLIANT 3.6.2
Workgroup Edition
- --------------------------------------------------------------------------------------------------------------------------------
Personal Oracle7 N/A 7.x and> FULLY COMPLIANT 3.6.2
- --------------------------------------------------------------------------------------------------------------------------------
Personal Oracle Lite N/A 7.X and > FULLY COMPLIANT 3.6.2
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Server Manager N/A 7.X and > FULLY COMPLIANT 3.6.4
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Network Manager N/A FULLY COMPLIANT N/A
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Names N/A FULLY COMPLIANT N/A
- --------------------------------------------------------------------------------------------------------------------------------
Oracle SQL*Net N/A ALL FULLY COMPLIANT 3.6.1
- --------------------------------------------------------------------------------------------------------------------------------
Distributed Database N/A 7.X and > FULLY COMPLIANT N/A
Option
- --------------------------------------------------------------------------------------------------------------------------------
Parallel Query Option N/A 7.X and > FULLY COMPLIANT N/A
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Oracle Multi-Protocol N/A ALL FULLY COMPLIANT 3.6.1
Interchange
- --------------------------------------------------------------------------------------------------------------------------------
Oracle ODBC drivers N/A ALL FULLY COMPLIANT 3.6.5
- --------------------------------------------------------------------------------------------------------------------------------
Trusted Oracle7 Server N/A 7.X and > FULLY COMPLIANT 3.6.2
- --------------------------------------------------------------------------------------------------------------------------------
SQL*Module N/A FULLY COMPLIANT N/A
- --------------------------------------------------------------------------------------------------------------------------------
Enterprise Backup Utility N/A 2.X and > FULLY COMPLIANT N/A
- --------------------------------------------------------------------------------------------------------------------------------
PL/SQL N/A 2.X and > FULLY COMPLIANT 3.6.7
- --------------------------------------------------------------------------------------------------------------------------------
SQL*Plus N/A ALL FULLY COMPLIANT 3.6.31
- --------------------------------------------------------------------------------------------------------------------------------
Oracle7 Server Options Parallel Server Option 7.X and > FULLY COMPLIANT N/A
Spatial Data Option 7.X and > FULLY COMPLIANT
Video Option 7.X and > FULLY COMPLIANT
Document Option 7.X and > FULLY COMPLIANT
ConText Option 7.X and > FULLY COMPLIANT
Massaging Option 7.X and > FULLY COMPLIANT
- --------------------------------------------------------------------------------------------------------------------------------
Oracle SQL*Net Protocol TCP//IP (plus PPP/SLIP) ALL FULLY COMPLIANT 3.6.1
Adapters DECnet ALL FULLY COMPLIANT
LU6.2 (APPC, CPIC) ALL FULLY COMPLIANT
Named Pipes ALL FULLY COMPLIANT
NetBOIS ALL FULLY COMPLIANT
SPX/IPX (Novell) ALL FULLY COMPLIANT
NDS ALL FULLY COMPLIANT
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Table 3.1 - Oracle Server/Database and Associated Products - continued (1)
- --------------------------------------------------------------------------------------------------------------------------------
Product or Bundle Product Components Compliant Product / Bundle See Note
Version/
Release
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Oracle Enterprise Oracle Software Manager 1.4 and > FULLY COMPLIANT 3.6.6
Manager Console Oracle Intelligent Agent 1.4 and > FULLY COMPLIANT
Oracle Replication Manager 1.4 and > FULLY COMPLIANT
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Enterprise Oracle Diagnostics 1.4 and > FULLY COMPLIANT 3.6.6
Manager Performance Oracle Tablespace Manager 1.4 and > FULLY COMPLIANT
Pack Oracle Events 1.4 and > FULLY COMPLIANT
Oracle Expert 1.4 and > FULLY COMPLIANT
Oracle Trace 1.4 and > FULLY COMPLIANT
Oracle Performance Manager 1.4 and > FULLY COMPLIANT
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Advanced Networking SQL*Net DE ALL FULLY COMPLIANT 3.6.1
Option Secure Network Services ALL FULLY COMPLIANT
Native Naming Adapters ALL FULLY COMPLIANT
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Programmer/2000 Pro*C ALL FULLY COMPLIANT 3.6.7
Pro*COBOL ALL FULLY COMPLIANT
Pro*ADA ALL FULLY COMPLIANT
Pro*Pascal ALL FULLY COMPLIANT
Pro*PL/1 ALL FULLY COMPLIANT
Pro*REXX ALL FULLY COMPLIANT
Pro*FORTRAN ALL FULLY COMPLIANT
Oracle Object for OLE ALL FULLY COMPLIANT
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Open Gateways Replication Services for Data FULLY COMPLIANT 3.6.17
Propagator
Procedural Gateway Toolkit FULLY COMPLIANT
Transparent Gateway Toolkit FULLY COMPLIANT
Transparent Gateway for Sybase FULLY COMPLIANT
Transparent Gateway for Informix FULLY COMPLIANT
Transparent Gateway for Ingres FULLY COMPLIANT
Transparent Gateway for Rdb FULLY COMPLIANT
Transparent Gateway for RMS FULLY COMPLIANT
Transparent Gateway for DB2/400 FULLY COMPLIANT
Transparent Gateway for DB2 FULLY COMPLIANT
Transparent Gateway for EDA/SQL FULLY COMPLIANT
Transparent Gateway for Image/SQL FULLY COMPLIANT
Transparent Gateway for Microsoft
SQL Server FULLY COMPLIANT
Transparent Gateway for ODBC
Transparent Gateway for Teradata FULLY COMPLIANT
Access Manager for AS/400 FULLY COMPLIANT
Oracle MVS Client Bundle FULLY COMPLIANT
Transparent Gateway for MVS/DB2 FULLY COMPLIANT
Procedural Gateway for APPC FULLY COMPLIANT
Procedural Gateway for MQSeries FULLY COMPLIANT
Transparent Gateway for DRDA FULLY COMPLIANT
Transparent Gateway for SESA FULLY COMPLIANT
FULLY COMPLIANT
- --------------------------------------------------------------------------------------------------------------------------------
Oracle OLAP Server Products Personal Express ALL FULLY COMPLIANT 3.6.8
Oracle Express Server ALL FULLY COMPLIANT
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Table 3.1 - Oracle Server/Database and Associated Products - continued (2)
- --------------------------------------------------------------------------------------------------------------------------------
Product or Bundle Product Components Compliant Product / Bundle See Note
Version/
Release
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Oracle Rdb Products Rdb Server ALL FULLY COMPLIANT 3.6.9
Rdb Client (single user) ALL FULLY COMPLIANT
Oracle CODASYL DBMS ALL FULLY COMPLIANT
DataBase Integrator 7.0 and > FULLY COMPLIANT
Enterprise Manager DBAPack for Rdb ALL FULLY COMPLIANT
Oracle InstantSQL for Rdb ALL FULLY COMPLIANT
ALL FULLY COMPLIANT
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Rdb Server Oracle Trace Option ALL FULLY COMPLIANT 3.6.9
Option Oracle Expert Option ALL FULLY COMPLIANT
Power Utilities Option ALL FULLY COMPLIANT
Hot Standby Option ALL FULLY COMPLIANT
- --------------------------------------------------------------------------------------------------------------------------------
Programmer/2000 for Rdb Oracle Call Interface ALL FULLY COMPLIANT 3.6.9
Oracle Objects for OLE ALL FULLY COMPLIANT
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Rdb Gateways Transparent Gateway for Oracle 7.0 and > FULLY COMPLIANT 3.6.9
Transparent Gateway for Sybase 7.0 and > FULLY COMPLIANT
Transparent Gateway for CODASYL 7.0 and > FULLY COMPLIANT
DBMS
Transparent Gateway for RMS 3.0E and > FULLY COMPLIANT
Transparent Gateway for PC Data 7.0 and > FULLY COMPLIANT
Transparent Gateway for Custom 7.0 and > FULLY COMPLIANT
Drivers
Transparent Gateway for DB2 7.0 and > FULLY COMPLIANT
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Table 3.2 - Design, Development and Analysis Products
- --------------------------------------------------------------------------------------------------------------------------------
Product or Bundle Product Components Compliant Product / Bundle See Note
Version/
Release
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Designer/2000
Oracle Forms generator 1.3.2 and > FULLY COMPLIANT 6.6.16
Oracle Graphics generator 1.3.2 and > FULLY COMPLIANT
VB generator 1.3.2 and > FULLY COMPLIANT
C++ generator 1.3.2 and > FULLY COMPLIANT
MS-Help generator 1.3.2 and > FULLY COMPLIANT
WebServer generator 1.3.2 and > FULLY COMPLIANT
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Developer/2000 Oracle Forms ALL FULLY COMPLIANT 3.6.10
Oracle Reports ALL FULLY COMPLIANT
Oracle Graphics ALL FULLY COMPLIANT
Oracle Open Interfaces ALL FULLY COMPLIANT
Oracle Terminal ALL FULLY COMPLIANT
Oracle Procedure Builder ALL FULLY COMPLIANT
Oracle Translation Manager ALL FULLY COMPLIANT
Oracle Open Client Adapter for ODBC ALL FULLY COMPLIANT
INTERSOLV DataDirect Drivers ALL FULLY COMPLIANT
Oracle ODBC Driver for Rdb ALL FULLY COMPLIANT
Web Cartridge (Application Server
for Developer/2000) ALL FULLY COMPLIANT
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Database Designer N/A 1.0 and > FULLY COMPLIANT N/A
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Discoverer Oracle Databrowser 3.X and > FULLY COMPLIANT 3.6.11
Oracle Data Query 3.X and > FULLY COMPLIANT
- --------------------------------------------------------------------------------------------------------------------------------
Oracle OLAP Development & Oracle Express Objects 2.0 and > FULLY COMPLIANT 3.6.9
Analysis Tools Oracle Express EIS 4.5A and > FULLY COMPLIANT
Oracle Express Analyzer ALL FULLY COMPLIANT
Oracle Relational Access Manager 2.X and > FULLY COMPLIANT
Oracle Sales Analyzer 1.5 and > FULLY COMPLIANT
Oracle Financial Analyzer 4.5A and > FULLY COMPLIANT
Oracle Financial Controller 1.0 and > FULLY COMPLIANT
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Rdb products Oracle CDD/Repository ALL FULLY COMPLIANT 3.6.9
Oracle CDD/Administrator ALL FULLY COMPLIANT
CDD/R Runtime ALL FULLY COMPLIANT
Oracle Graphical Schema Editor for ALL FULLY COMPLIANT
Rdb
Oracle Rally ALL FULLY COMPLIANT
Oracle Rally Client ALL FULLY COMPLIANT
ODBC Access to Non-Relational Data ALL FULLY COMPLIANT
for Rdb
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Exchange N/A ALL FULLY COMPLIANT 3.6.13
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Power Objects N/A FULLY COMPLIANT 3.6.14
- --------------------------------------------------------------------------------------------------------------------------------
Mobile Agents Developer's N/A FULLY COMPLIANT N/A
Kit
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Book N/A ALL FULLY COMPLIANT 3.6.1
- --------------------------------------------------------------------------------------------------------------------------------
Oracle TextServer N/A ALL FULLY COMPLIANT 3.6.1
- --------------------------------------------------------------------------------------------------------------------------------
Data Mart Suite N/A 1.0 and > FULLY COMPLIANT N/A
- --------------------------------------------------------------------------------------------------------------------------------
Data Mart Suite-Sales and N/A 1.0 and > FULLY COMPLIANT N/A
Marketing
- --------------------------------------------------------------------------------------------------------------------------------
Remote SNAPI N/A N/A FULLY COMPLIANT N/A
- --------------------------------------------------------------------------------------------------------------------------------
Discoverer Administration Discoverer Administration 3.0.8 and > FULLY COMPLIANT 3.6.32
Edition Discoverer User 3.0.8 and > FULLY COMPLIANT
- --------------------------------------------------------------------------------------------------------------------------------
Discover User Edition Discoverer User 3.0.8 and > FULLY COMPLIANT 3.6.32
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Application Data N/A 1.1.5 and > FULLY COMPLIANT N/A
Warehouse (OADW)
- --------------------------------------------------------------------------------------------------------------------------------
OADW Analysis Collection N/A 1.1.5 and > FULLY COMPLIANT N/A
Pack
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
Table 3.3 - Office and Webserver Products
- --------------------------------------------------------------------------------------------------------------------------------
Product or Bundle Product Components Compliant Product / Bundle See Note
Version/
Release
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Oracle Webserver/ N/A ALL FULLY COMPLIANT 3.6.1
Application Server
- --------------------------------------------------------------------------------------------------------------------------------
Oracle InterOffice N/A 4.1 and > FULLY COMPLIANT N/A
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Office N/A FULLY COMPLIANT N/A
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Mobile Agents N/A ALL FULLY COMPLIANT 3.6.1
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Office Gateways N/A FULLY COMPLIANT N/A
(X.400, MHS, PROFS)
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Table 3.4 - Oracle Applications Products
- --------------------------------------------------------------------------------------------------------------------------------
Product or Bundle Product Components Compliant Product / Bundle See Note
Version/
Release
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Oracle Core Applications Oracle Accounts Payable 10.7 and > FULLY COMPLIANT 3.6.15
Oracle Accounts Receivable 10.7 and > FULLY COMPLIANT
Oracle Alert 10.7 and > FULLY COMPLIANT
Oracle Application Object Library 10.7 and > FULLY COMPLIANT
Oracle Assets 10.7 and > FULLY COMPLIANT
Oracle Automotive 10.7 and > FULLY COMPLIANT
Oracle Bills of Material 10.7 and > FULLY COMPLIANT
Oracle Capacity Requirements 10.7 and > FULLY COMPLIANT
Planning
Oracle Cash Management 10.7 and > FULLY COMPLIANT
Oracle Cost Management 10.7 and > FULLY COMPLIANT
Oracle Engineering 10.7 and > FULLY COMPLIANT
Oracle EDI Gateway 10.7 and > FULLY COMPLIANT
Oracle General Ledger 10.7 and > FULLY COMPLIANT
Oracle Inventory 10.7 and > FULLY COMPLIANT
Oracle MPS/MRP 10.7 and > FULLY COMPLIANT
Oracle Order Entry 10.7 and > FULLY COMPLIANT
Oracle Payroll 10.7 and > FULLY COMPLIANT
Oracle Human Resource (HR) 10.7 and > FULLY COMPLIANT
Oracle Product Configuration 10.7 and > FULLY COMPLIANT
Oracle Project Accounting 10.7 and > FULLY COMPLIANT
Oracle Purchasing 10.7 and > FULLY COMPLIANT
Oracle Quality 10.7 and > FULLY COMPLIANT
Oracle Sales and Marketing 10.7 and > FULLY COMPLIANT
Oracle Sales Compensation 10.7 and > FULLY COMPLIANT
Oracle Sales Force Automation 10.7 and > FULLY COMPLIANT
Oracle Service 10.7 and > FULLY COMPLIANT
Oracle Shipping 10.7 and > FULLY COMPLIANT
Oracle Statutory Maternity Pay 10.7 and > FULLY COMPLIANT
Oracle Statutory Sick Pay 10.7 and > FULLY COMPLIANT
Oracle Supplier Scheduling 10.7 and > FULLY COMPLIANT
Oracle Supply Chain Planning 10.7 and > FULLY COMPLIANT
Oracle Training Administration 10.7 and > FULLY COMPLIANT
Oracle Web Customers 10.7 and > FULLY COMPLIANT
Oracle Web Employees 10.7 and > FULLY COMPLIANT
Oracle Web Suppliers 10.7 and > FULLY COMPLIANT
Oracle Work in Process 10.7 and > FULLY COMPLIANT
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
10
<PAGE>
Oracle Products and Year 2000 Compliance 24 April 1998
<TABLE>
<CAPTION>
Table 3.4 - Oracle Applications Products - continued (2)
- --------------------------------------------------------------------------------------------------------------------------------
Product or Bundle Product Components Compliant Product / Bundle See Note
Version/
Release
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Oracle Financial Oracle Risk Manager 3.5 and > FULLY COMPLIANT 3.6.155
Services Applications Oracle Transfer Pricing 3.5 and > FULLY COMPLIANT
Oracle Performance Analyzer 3.5 and > FULLY COMPLIANT
Oracle Portfolio Analyzer 3.5 and > FULLY COMPLIANT
Oracle Budgeting and Planning 3.5 and > FULLY COMPLIANT
Oracle Market Manager 3.5 and > FULLY COMPLIANT
Oracle Financial Data Manager 3.5 and > FULLY COMPLIANT
- --------------------------------------------------------------------------------------------------------------------------------
GEMMS Oracle GEMMS Complete System 4.1 and > FULLY COMPLIANT N/A
Bundle
Oracle GEMMS Core System Bundle 4.1 and > FULLY COMPLIANT
Oracle GEMMS Planning Bundle 4.1 and > FULLY COMPLIANT
Oracle GEMMS Sales Management 4.1 and > FULLY COMPLIANT
Oracle GEMMS Laboratory
Management
Oracle GEMMS Process Operations 4.1 and > FULLY COMPLIANT
Control
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
11
<PAGE>
Oracle Products and Year 2000 Compliance 24 April 1998
<TABLE>
<CAPTION>
Table 3.5 - Oracle Industry Applications Products
- --------------------------------------------------------------------------------------------------------------------------------
Product or Bundle Product Components Compliant Product / Bundle See Note
Version/
Release
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Oracle Government Includes PO, GR, AP, AR 10.7 and > FULLY COMPLIANT 3.6.18
Financials
- --------------------------------------------------------------------------------------------------------------------------------
Oracle US Federal Includes PO, GR, AP, AR 1.0/10.7 and > FULLY COMPLIANT 3.6.19
Financials Localization
- --------------------------------------------------------------------------------------------------------------------------------
Oracle UK Public Sector Includes PO, GL, AP, AR, FA 10.7 and > FULLY COMPLIANT 3.6.20
Financials Localization
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Public Sector N/A 1.0/10.7 and > FULLY COMPLIANT 3.6.21
Budgeting
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Grants Management N/A 1.0/10.7 and > FULLY COMPLIANT 3.6.22
- --------------------------------------------------------------------------------------------------------------------------------
Consumer Packaged Goods IMI ESS 5.1 and > FULLY COMPLIANT 3.6.23
(CPG) Trade Accounting FULLY COMPLIANT
Manugistics - Demand and Supply 5.5 and > FULLY COMPLIANT
Planning
TSW Empac 7.5 and > FULLY COMPLIANT
Oracle Applications 10.7 and > FULLY COMPLIANT
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Environmental N/A 4.6 and > PARTIALLY COMPLIANT (1) 3.6.24
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Health & Safety N/A ALL FULLY COMPLIANT 3.6.25
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Energy General Ledger 3.2.5 and > FULLY COMPLIANT 3.6.27
Financials Payables 3.2.5 and > FULLY COMPLIANT
Receivables 3.2.5 and > FULLY COMPLIANT
Assets 3.2.5 and > FULLY COMPLIANT
Inventory 3.2.5 and > FULLY COMPLIANT
Purchasing 3.2.5 and > FULLY COMPLIANT
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Energy Upstream Base 3.2.5 and > FULLY COMPLIANT 3.6.27
Revenue 3.2.5 and > FULLY COMPLIANT
Market Accounting 3.2.5 and > FULLY COMPLIANT
Production 3.2.5 and > FULLY COMPLIANT
Joint Interest Billing 3.2.5 and > FULLY COMPLIANT
Authorization for Expenditure 3.2.5 and > FULLY COMPLIANT
Regulatory Reporting 3.2.5 and > FULLY COMPLIANT
Integrator 3.2.5 and > FULLY COMPLIANT
First Purchaser 3.2.5 and > FULLY COMPLIANT
Materials Management 3.2.5 and > FULLY COMPLIANT
Land 3.2.5 and > FULLY COMPLIANT
Supply 3.3.1 and > FULLY COMPLIANT
Marketing 3.3.1 and > FULLY COMPLIANT
Risk 3.3.1 and > FULLY COMPLIANT
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Clinical N/A 3.1 and > FULLY COMPLIANT 3.6.28
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Telecommunications N/A Rel11 and > FULLY COMPLIANT 3.6.29
- --------------------------------------------------------------------------------------------------------------------------------
Oracle Energy Application N/A 3.2 and > FULLY COMPLIANT 3.6.30
Suite
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE>
Oracle Products and Year 2000 Compliance 24 April 1998
3.6 Notes on Current Products
3.6.1 Products that Do Not Manipulate Data
These products do not carry out any data manipulation. Therefore, they
are by their very nature, Year 2000 Compliant.
3.6.2 The Oracle Server
The Oracle Server is Year 2000 Compliant.
Applications that use the Oracle RDBMS (Oracle7 and Oracle8 Server) and
exploit the DATE data type (for date and/or date with time values) need
have no concerns about their stored data when the year 2000 approaches.
The Oracle7 and Oracle8 Server DATE datatype stores date and time data
to a precision that includes a four digit year and a time component
down to seconds (typically "YYYY:MM:DD:HH24:MI:SS").
No operational problems are expected with the Oracle Server, networking
and system management products. Oracle's Development Organization has
conducted tests of various Year 2000 operational scenarios to verify
that there is no impact to users at the turn of the century. These
scenarios included tests of replication, point-in-time recovery,
distributed transactions. System management and networking features
across timezones/datelines/centuries.
The Oracle RDBMS has always stored dates using a four digit year (the
"OraDate" format), hence customers using the DATE data type should not
have any application level problems. To facilitate year 2000 compliance
for applications that use the two digit year format the Oracle7 and
Oracle8 Server provides a special year format mask "RR". Using the "RR"
format, any two digit year entered will be converted thus:
<TABLE>
<CAPTION>
Current Year: last Two Digits Two-Digit Year Specified Year "RR" Format Returns
<S> <C> <C>
0-49 0-49 Current Century
50-99 0-49 One Century after current
0-49 50-99 One Century before current
50-99 50-99 Current Century
</TABLE>
Therefore, regardless of the current century at the time the data is
entered the "RR" format will ensure that the year stored in the
database is as follows:
If the current year is in the second half of the century (50-99)
o and a two-digit year between "00" and "49" is entered: This will
be stored as a next century year. E.g., "02" entered in 1996 will
be stored as "2002".
o and a two-digit year between "50" and "99" is entered: This will
be stored as a current century year. E.g., "97" entered in 1996
will be stored as "1997".
If the current year is in the first half of the century (00-49)
o and a two-digit year between "00" and "49" is entered: This will
be stored as a current century year. E.g., "02" entered in 2001
will be stored as "2002".
o and a two-digit year between "50" and "99" is entered: This will
be stored as a previous century year. E.g., "97" entered in 2001
will be stored as "1997".
Issue:4.1.0.0.7 13
<PAGE>
Oracle Products and Year 2000 Compliance 24 April 1998
The "RR" date format is available for inserting and updating DATE data
in the database. It is not required for retrieval/query of data already
stored in the database as Oracle has always stored the YEAR component
of a date in it's four-digit form.
Further details concerning the "RR" DATE format mask can be found in
the Oracle Technical Bulletin Reference. 104296.626.
3.6.2.1 Dates Stored in Character Data Types
The "RR" date format will only work where the user application
utilizes the Oracle DATE data type. Where applications use character
strings in CHAR or VARCHAR2 data types, unless consideration was made
at design time, the application will require modification to include
routines to ensure that such dates are treated appropriately when
affected by the change in century. For new applications, or when
carrying out the modifications to ensure dates stored as character
strings are Year-2000 compliant, it is advisable to convert such
dates to use the Oracle DATE data type, thus ensuring year 2000
compliance, or if this is not feasible then to store the dates in
canonical form which is language and format independent, and which
handles full years. For example "YYYY/MM/DD", plus if necessary the
time element as "hh24"mi:ss". Dates stored in this form must be
converted to the correct external format whenever they are displayed
or received from users or other programs.
The format "YYYY/MM/DD HH24:MI:SS" has the following advantages:
o It is language independent, i.e., the months are numeric
o It has the full four-digit year, so centuries are unambiguous
o The time is presented fully, the most significant elements occur
first, so character based sorts operations sort the dates
correctly.
One disadvantage is that there is no support for dates BC.
3.6.4 Oracle ODBC Drivers
The Oracle Server information presented by Oracle Server Manager is
obtained from the RDBMS via internally-issued SQL queries. Therefore,
full compliance is inherent through the RDBMS compliance.
3.6.5 Oracle ODBC Drivers
The Oracle ODBC drivers use ODBC date and time data types that all
include a four-digit year element.
3.6.6 Oracle Enterprise Manager
The Oracle Server information presented by Oracle Enterprise Manager is
obtained from the RDBMS via internally issued SQL queries. Therefore,
full compliance is inherent through the RDBMS compliance.
Issue:4.1.0.0.7 14
<PAGE>
Oracle Products and Year 2000 Compliance 24 April 1998
3.6.7 Oracle Precompilers
The Oracle Precompiler products are Year 2000 Compliant.
The Oracle Precompiler products do not have pre-defined routines for
manipulating date data, all such manipulation is provided by the
developer in the 3GL code and calls to the server-side PL/SQL engine.
Therefore, Year 2000 Date compliance is up to the developer to design
and write the appropriate code. PL/SQL Version 1 does not support the
"RR" or "RRRR" format masks therefore is not fully compliant.
3.6.8 Oracle OLAP Server Products
Express Server and Personal Express are Year 2000 Compliant. The
internal mechanism for handling time dimensions and the "date" data
type are based on the number of seconds from a fixed base date. The
year 2000 has no special meaning, and is treated exactly like any other
date. All functions for entering, storing, calculating, or displaying
dates are identical to pre-2000 behavior.
A second consideration is the handling of years to two-digit format,
for example "97" to represent "1997." By default, a two-digit year is
interpreted to be in the range 1950 to 2049, unless specified otherwise
by means of the option YRABSTART. Thus "00" is interpreted, by default,
as the year 2000.
Given that every fourth year is a leap year, except century years
(e.g., 1900) unless the year is divisible by 400 (e.g., 2000), Express
treats the year 2000 as a leap year. A simple test is to create a time
dimension, such as month, with values that include the month February
2000. Using the function ENDOF (month), the result is 29FEB2000,
demonstrating that 2000 is treated as a leap year.
Express has a "date" data type which converts to day, month and year.
This handles dates from Dec 31, 1899 to approximately the year 400,000.
This is the primary way in which date data is stored in the database.
Express also has a function that will return a date-time "stamp" to an
Express program. This time stamp is typically used by applications to
keep track of the order in which events occur. The stamp is returned as
a 31 bit integer representing the number of seconds from a point in
time (1950) which is the convention used on PC's. It runs out after the
year 2036. However, all Express applications that use this stamp
convert it to text which can handle any four-digit year (i.e., to
9999). We will convert the date-time stamp function to return a large
decimal number in a future release of our product. This number will
handle beyond the year 4000 and since the text data into which it is
stored can already handle any four-digit year it will not require any
changes. We can do this transparently any time before the end of 2036,
but will of course do it at a convenient point much, much sooner.
3.6.9 Oracle RDB
Oracle RDB is Year 2000 Compliant.
Applications which use Oracle RDB and exploit the DATE, or TIMESTAMP
data types need have no concerns about their stored data when the year
2000 approaches. Oracle RDB stores the DATE (both SQL92 compliant and
the VMS style) and TIMESTAMP containing the full year and century, and
has done so since the first version which was released in 1984.
Issue:4.1.0.0.7 15
<PAGE>
Oracle Products and Year 2000 Compliance 24 April 1998
Oracle RDB implements the majority of the date/time functionality as
specified in the SQL92 SQL standard. Date comparisons using these types
will naturally be immune to the change in century. In fact dates up to
the year 9999 can be stored and manipulated in an RDB database.
3.6.10 Developer/2000 Client/Server Development Tools
The Developer/2000 Client/Server Development Tool set is Year 2000
Compliant.
Two special format masks for Text Items and Display Items are available
- "RR" and "RRRR". These format masks implement the rules described
above for the "RR" date format mask.
The "RRRR" format mask allows a two digit year to be entered into a
four-digit field and be automatically assigned to the correct century,
dependent upon the rules described above for the "RR" date format mask.
The reporting modules of Developer/20000 - Oracle Reports and Oracle
Graphics are not really affected by the change in the century as they
mainly retrieve data from the database which has the year stored in
four-digit form. However, all facilities in these products that allow
data manipulation in the database are Year 2000 Compliant.
The Web Cartridge (Application Server for Developer/2000 Release
1.4W) is Year 2000 Compliant.
3.6.11 Discoverer/2000 Client Reporting Tools
The Discoverer/2000 Client/Server Reporting Tool set is Year 2000
Compliant.
Both Oracle Data Query and Oracle Data Browser provide full compliance
including the use of the "RR" year format mask for date data with a
two-digit year component. Where either product is used to insert or
update data in the database the appropriate century will be inserted
when the "RR" format mask is used.
3.6.12 Oracle OLAP Development and Analysis Tools
All date-related functionality in Express Analyzer is reliant on
Personal Express or Express Server. Therefore, the current production
version of Express Analyzer is Year 2000 Compliant when used according
to the documented instructions.
Oracle Sales Analyzer Version 1.5 is Year 2000 Compliant. From
Release 1.5 dates are stored in a four digit format.
Oracle Sales Analyzer Release 1.5 will automatically upgrade databases
created in earlier releases to use the four-digit year date format. All
existing date values in the database, and all user defined objects
(i.e., reports, graphs, custom measures, custom aggregates and saved
selections), will be automatically upgraded to Release 1.5 format and
will be usable in the year 2000. All calculations involving dates,
including those that span 1999 and 2000, will be correctly handled. No
intervention on the part of the DBA or the end-user will be required
for the Release 1.5 upgrade or for handling the year 2000.
Issue:4.1.0.0.7 16
<PAGE>
Oracle Products and Year 2000 Compliance 24 April 1998
Releases before Release 1.5 will not be usable later than December 31st
1999. If Oracle Sales Analyzer Release 1.3 is used on 1st January 2000
or later, errors will occur during the catalog integration process
during database start-up.
Oracle Financial Analyzer Version (current version - 4.8.01) is Year
2000 Compliant.
Oracle Financial Controller (current version 1.0) is Year 2000
Compliant.
EIS and Oracle Express Analyzer (Version 1.0) includes the following
Year 2000 Compliant products:
o EIS DOS Version 4.5A
o EIS Windows Version 4.8
o EIS Windows Version 4.5A
o Oracle Express Analyzer Version 1.0
However, during the installation process the current versions check the
date of various DOS files and will not recognize "9x" as older than
"00". This is an MS-DOS limitation in respect of file dates. Therefore,
in the unlikely event that one of these versions are being installed
after the Year 2000 then a workaround to this problem would be to
temporarily set the system time back into the twentieth century while
installing.
The underlying Oracle Express technology is Year 20000 Compliant.
Oracle Express Objects is Year 2000 Compliant from Version 2.0.
3.6.13 Product has a Limited Calendar
Will work and provide full compliance up until 2036.
3.6.14 Oracle Power Objects
Oracle Power Objects is Year 2000 Compliant. Where date data with a
two-digit year component is used the appropriate century is calculated
based upon the algorithms in the native operating system - namely
Microsoft Windows. Eg. For Windows 95 this is similar to the
algorithms used by Oracle for the "RR" year format, except that it
takes plus and minus fifty years from "timenow" rather than the Year
2000 as in the Oracle algorithm.
3.6.15 Oracle Core Applications
From Release 10.7, Smart Client, both GUI and Character Mode versions
(where available) are fully Year 2000 Compliant.
With Release 10.7 reports and character-mode forms still display
two-digit years in most cases. However, the two-digit years are
assigned to the appropriate century using the "RR" format mask (refer
to Section 3.6.2). All date fields in 10SC forms already support
four-digit years. As of Release 10.7, all concurrent programs fully
support both 20th and 21st century dates.
Releases prior to Release 10.7 are not fully Year 2000 Compliant.
Issue:4.1.0.0.7 17
<PAGE>
Oracle Products and Year 2000 Compliance 24 April 1998
3.6.155 Oracle Financial Services Applications
Form Release 3.5 the Oracle Financial Services Applications suite will
be Year 2000 compliant. Although the Risk Manager application is able
to forecast periodic buckets past the year 2099 the OFSA interface is
not capable of displaying dates past 2099. Proper results for these
calculations will be available in the results tables.
3.6.16 Designer/2000 and CASE Products
Designer/2000 provides full support where the generator's destination
product has support for Year-2000 compliance. For example, when
Developer/2000 modules are generated, full compliance is supported
through the "RR" date format mask. When generating Visual Basic or C++
modules, compliance must be provided by the application
developer/programmer. The most straight forward method of proving such
compliance is by utilizing four-digit year fields.
The date related audit columns on the base tables used by Designer/2000
are maintained by database triggers. Therefore, the database takes care
of this issue. Designer/2000 simply displays date information. The
presentation of all dates is determined by an ".ini" file variable
(M.S. Windows 3.1) or a registry variable (M.S. Windows NT/95) and the
default is DD Month YYYY. However, the user can, of course, change it.
Furthermore, the process modeler does several calculations on dates to
support its critical path analysis functionality. These calculations
are done using M.S. Windows data type structures. This will not have
any problems for the Year 2000 Date Change.
3.6.17 Product and Platform Technologies
MVS - there are several minor problems that IBM will fix before the end
of 1996; no port-specific Oracle issues.
Open Gateways - Providing that the target database stores dates using
4-digit years, the Open Gateway family of products will handle the Year
2000 correctly.
Similar to Oracle7 Server and Oracle8 Server, the RR date format can be
used against non-Oracle data to facilitate millennium support for
applications that use 2-digit years. No application-level problems are
expected due to Open Gateway issues, unless dates are stored in the
non-Oracle database in INTEGER or CHARACTER fields (which is an
application design issue).
The Open Gateway documentation is being updated to include YEAR 2000
considerations for each supported target database.
Issue:4.1.0.0.7 18
<PAGE>
Oracle Products and Year 2000 Compliance 24 April 1998
Oracle Transparent Gateway for DB2
The Oracle Transparent Gateway for DB2 - Installation and User's
Guide from version 3.0.13 onward provides instructions for coding SQL
statements appropriately to enter twenty-first century dates. This
document provides specific instructions for dates in the 21st
Century.
Dates in the 21st Century
There are two options for entering twenty-first century dates. However,
to prepare for the twenty-first century, Oracle Corporation
recommends you set the Oracle Server and gateway default to
NLS_DATE_FORMAT parameter to a format including a four-digit year. Use
one of these methods to enter twenty-first century dates:
* use the TO_DATE function
use any date format including a four character year field. Refer
to the Oracle7 Server SQL Language Reference for the available
date format string options.
* use the NLS_DATE_FORMAT
The NLS_DATE_FORMAT parameter defines a default format for Oracle
explicit TO_DATE functions without a pattern and for implicit
string to date conversions.
It has always been documented in the DB2 Gateway manuals that the
following NLS_DATE_FORMATs can be used without even having the DB2
Local Date Exit installed since these formats are naturally accepted by
DB2. Oracle Corporation encourages customers to select the following
date formats as their Oracle default date format when using the Oracle
Transparent Gateway for DB2:
DB2 Format Mask/Pattern Example
ISO/JIS yyyy-mm-dd 1996-12-31
USA mm/dd/yyyy 12/31/1996
EUR dd.mm.yyyy 31.12.1996
We recommend that customers do not install the DB2 Local Date Exit and
establish one of the three date formats listed above as their Oracle
default date format. This will ensure that customers are always
required to provide a four-digit year and will reduce any confusion or
ambiguity.
Oracle Transparent Gateway for EDA/SQL
The Oracle Transparent Gateway for EDA/SQL is fully year 2000 compliant
assuming the target data source and EDA/SQL Server store and transfer
dates using 4-digit years. Customers using the Oracle Transparent
Gateway for EDA/SQL can acquire Year 2000 compliance commitments
directly from Information Builders Inc. Oracle Corporation recommends
that customer obtain Year 2000 compliance directly from the target data
source vendor.
Dates in the 21st Century
There are two options for entering twenty-first century dates. However,
to prepare for the twenty-first century, Oracle Corporation recommends
you set the Oracle Server and gateway default to NLS_DATE_FORMAT
parameter to a format including a four digit year. Use one of these
methods to enter twenty-first dates:
* use the TO_DATE function
use any date format including a four character year field. Refer
to the Oracle7 Server SQL Language Reference for the available
date format string options.
* use the NLS_DATE_FORMAT
The NLS_DATE_FORMAT parameter defines a default format for Oracle
explicit TO_DATE functions without a pattern and for implicit
string to date conversions.
Issue:4.1.0.0.7 19
<PAGE>
Oracle Products and Year 2000 Compliance 24 April 1998
Oracle Transparent Gateway for DB2/400
The Oracle Transparent Gateway for DB2/400 - provides instructions for
coding SQL statements appropriately to enter twenty-first century
dates. This document provides specific instructions for dates in the
21st Century.
Dates in the 21st Century
There are two options for entering twenty-first century dates. However,
to prepare for the twenty-first century, Oracle Corporation recommends
you set the Oracle Server and gateway default to NLS_DATE_FORMAT
parameter to a format including a four digit year. Use one of the these
methods to enter twenty-first century dates.
* use the TO_DATE function
use any date format including a four character year field. Refer
to the Oracle7 Server SQL Language Reference for the available
date format string options.
* use the NLS_DATE_FORMAT
The NLS_DATE_FORMAT parameter defines a default format for Oracle
explicit TO_DATE functions without a pattern and form implicit
string to date conversions.
Oracle Transparent Gateway for IBM DRDA
The Oracle Transparent Gateway for IBM DRDA can provide full year 2000
compliance if the appropriate NLS_DATE_FORMATs are specified and the
DB2 Local Date Exit is not used.
VM-VM/ESA Version 2.2.0 introduces Year 2000 support. Full
information is available from IBM Web Page:
http://vmdev.gpl.ibm.com/year2000/. There are no port specific Oracle
issues.
3.6.18 Oracle Government Financials
This product is fully Year 2000 Compliant from Release 10.7 (the
current version). N.B. This product will soon be named "Oracle Public
Sector Financials".
3.6.19 Oracle US Federal Financials Localization
This product is fully Year 2000 Compliant from Release 10.7 (the
current version).
3.6.20 Oracle UK Pubic Sector Financials Localization
Fully Year 2000 Compliant with version 10.7.
3.6.21 Oracle Public Sector Budgeting
This product is Year 2000 Compliant in first release on version 10.7
release.
Issue:4.1.0.0.7 20
<PAGE>
Oracle Products and Year 2000 Compliance 24 April 1998
Oracle Transparent Gateway for DB2/400
3.6.22 Oracle Grants Management
This product is Year 2000 Compliant in first release on version 10.7
release.
3.6.23 Consumer Packaged Goods (CPG)
CPG release 2.3 will be Year 2000 "FULLY COMPLIANT".
3.6.24 Oracle Environmental
The current version of this product is not fully Year 2000 Compliant.
However, Oracle intends to provide full compliance in a forthcoming
release (Release: 4.6, anticipated availability: Spring 1998).
3.6.25 Oracle Health and Safety
This product is fully Year 2000 Compliant.
3.6.26 Oracle Energy Financials
Release 3.2 is Year 2000 Compliant.
3.6.27 Oracle Energy Upstream
The following modules of this product set are fully Year 2000 Compliant
from Version 3.2.5 (the current version):
o Base
o Revenue
o Market Accounting
o Production
The following modules of this product are Year 2000 Compliant from
Version 3.2.5 Joint Interest Billing,--Authorization for Expenditure,--
First Purchaser.
Additional investigation will be required to understand the timetable
for Year 2000 compliance for the ISP (Oracle Downstream) Application.
Issue:4.1.0.0.7 21
<PAGE>
Oracle Products and Year 2000 Compliance 24 April 1998
3.6.28 Oracle Clinical
Release 3.1 is Year 2000 Compliant.
3.6.29 Oracle Telecommunications
The financial applications that will be enhanced with Telco specific
functionality will appear in Release 11, and will be Year 2000 "FULLY
COMPLIANT". Currently, the core financials are sold into these markets.
3.6.30 Oracle Energy
The Oracle Energy Application Solution Suite will be Year 2000 "FULLY
COMPLIANT" with Release 3.2, which is currently in controlled
production and scheduled for general release in the 4th quarter of
1997. All of the Energy Applications will be AOL compliant and
compatible with the 10.7/Prod 16 applications. At this time we do not
have an application solution suite that includes 3rd party
applications. Our Revenue, Market Accounting, Production Allocation,
JIB, AFE, Energy Extensions to the Financials will be Year 2000 "FULLY
COMPLIANT".
3.6.31 SQL*Plus
DATE variables created using the ACCEPT command are stored as character
strings. These variables can be seen using the DEFINE command. SQL*Plus
script developers should make sure the stored character string is
unambiguous by using a four (4) digit year format, that is,
"DD-MON-YYYY".
3.6.32 Discoverer Administration and User Edition
With release 3.0.8 Discoverer satisfies all 5 criteria for full
compliance with Year 2000, assuming that any specified dates have full
YYYY specification.
With release 3.1 Discoverer satisfies all 5 criteria for full
compliance with Year 2000, even if years are specified with two digits
(YY). Any date handling assumes that dates between 0-49 will be in the
year 20xx, and any dates between 50-99 will assume the year 19xx.
Issue:4.1.0.0.7 22
<PAGE>
Oracle Products and Year 2000 Compliance 24 April 1998
4.0 Product Compliance-MATURE PRODUCTS
This section provides information on mature products.
The products mentioned in this section are products that are known to
be in use by some customers at the time of writing and are either no
longer supported under Oraclemetals support or are due to removed from
that category.
<TABLE>
<CAPTION>
Table 4.1 - Mature Products
-----------------------------------------------------------------------------------------------------------
Version/
Product or Bundle Release Compliance See Note
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SQL*Forms Version 3.0 & NOT COMPLIANT 4.2.1
SQL*Menu Version 5.0
-----------------------------------------------------------------------------------------------------------
SQL*Forms Version 2.0/2.3 NOT COMPLIANT 4.2.2
-----------------------------------------------------------------------------------------------------------
SQL*ReportWriter Version 1.1 NOT COMPLIANT 4.2.3
-----------------------------------------------------------------------------------------------------------
SQL*Report Version 1.0 (RPT) NOT COMPLIANT 4.2.4
-----------------------------------------------------------------------------------------------------------
Oracle Forms Version 4.0, NOT COMPLIANT 4.2.10
Oracle Reports 2.0 & Oracle
Graphics 2.0 (CDE1)
-----------------------------------------------------------------------------------------------------------
Oracle RDBMS Version 6 PARTIALLY COMPLIANT (2) 4.2.5
-----------------------------------------------------------------------------------------------------------
Oracle Data Query Version 3.0 NOT COMPLIANT 4.2.6
-----------------------------------------------------------------------------------------------------------
Oracle Data Browser Version 1.0 FULLY COMPLIANT 4.2.7
-----------------------------------------------------------------------------------------------------------
Oracle CASE/Dictionary Version 5.1 NOT COMPLIANT 4.2.8
-----------------------------------------------------------------------------------------------------------
Oracle Core Applications Version 9 NOT COMPLIANT 4.2.9
-----------------------------------------------------------------------------------------------------------
</TABLE>
4.2 Notes on Mature Products
4.2.1 SQL*Forms Version 3.0, SQL*Menu Version 5.0
These products are not Year 2000 Compliant. However, a significant
level of compliance can be achieved by the use of date fields
incorporating a four-digit year component. If fields incorporating a
two-digit year component are used, then in order to ensure that the
appropriate century is used when saving new or changed date data to the
underlying database a workaround using a trigger would be necessary
that calls a user written procedure or function that applies the
appropriate algorithm.
A suggested workaround is:
In SQL*Forms 3.0, do the following to the DATE field:
1. Change the data type to DATETIME.
2. Use the format mask DD-MON-YY.
3. Create an On-Validate-Field trigger that does the following:
(N.B. this code reformats the DATE field named hiredate).
Issue:4.1.0.0.7 23
<PAGE>
Oracle Products and Year 2000 Compliance 24 April 1998
DECLARE
tempdate CHAR(9);
BEGIN
tempdate:= TO _CHAR(:hiredate, "DD-MON-YY");
SELECT TO_DATE(tempdate, "DD-MON-YY")
INTO:hiredate
FROM dual;
EXCEPTION
WHEN VALUE_ERROR THEN
MESSAGE ("invalid format DD_MON-YY");
BELL;
RAISE FORM_TRIGGER_FAILURE;
END;
Oracle Customer Support can provide Technical Bulletins that provides
details of the use of the "RR" year format mask.
4.2.2 SQL*Forms Version 2.3
This product is not Year 2000 Compliant.
4.2.3 SQL*ReportWriter Version 1.1
This product is not Year 2000 Compliant.
4.2.4 SQLl*Report (RPT) Version 1.0
This product is not Year 2000 Compliant.
4.2.5 Oracle RDBMS Version 6
This product is partially Year 2000 Compliant. However, the only reason
why it cannot be classified as fully compliant is due to the omission
of a programmatic solution for defaulting the century when dates with a
two-digit year element are used (i.e., the "RR" algorithm implemented
in the Oracle7 Server and Oracle8 Server is not available in the Oracle
RDBMS Version 6).
Like the Oracle7 Server and Oracle8 Server, the Oracle RDBMS Version 6
DATE datatype stores date and time to a precision that includes a
four-digit year and a time component down to seconds (typically
"YYYY:MM:DD:HH24:MI:SS").
4.2.6. Oracle DataQuery Version 3.0
This product is not Year 2000 Compliant.
Issue:4.1.0.0.7 24
<PAGE>
Oracle Products and Year 2000 Compliance 24 April 1998
4.2.7 Oracle Data Browser Version 1.0
Oracle Data Browser is Year 2000 Compliant.
4.2.8 CASE/Dictionary Version 5.1
This product is not Year 2000 Compliant.
4.2.9 Oracle Core Applications Version 9
This product is not Year 2000 Compliant.
4.2.10 Oracle Forms 4.0, Oracle Reports 2.0 and Oracle Graphics 2.0
(CDE1)
These products are not Year 2000 Compliant. However, a significant
level of compliance can be achieved - refer to the notes for SQL*Forms
Version 3.0 and SQL*Menu Version 5.0 in Section 4.2.1.
Issue:4.1.0.0.7 25
<PAGE>
AMENDMENT TWO
to the
ORACLE ALLIANCE AGREEMENT
between
SYSTEMS & COMPUTER TECHNOLOGY CORP.
and
ORACLE CORPORATION
This document ("Amendment Two") amends the Oracle Alliance Agreement between
Systems & Computer Technology Corporation. (the "Alliance Member") and Oracle
Corporation ("Oracle") dated 5/31, 1998 (the "Agreement").
The Agreement is hereby amended as follows:
Service Bureau of Alliance Member
A) In addition to the rights granted under the Agreement and its
Addendums and notwithstanding any other provisions of the
Agreement or Addendums, the Alliance Member shall have the
nonexclusive, non-transferable right to allow subscribers of
Alliance Member's Single Point Utility Service Bureau
("Subscribers") located in to access and use the Oracle Programs
with the Alliance Member's Programs, set forth below, to perform
billing functions defined under the Banner Customer Management
System, subject to the terms and conditions of the Agreement,
the Addendums and this Amendment 2. The following conditions
shall apply:
* Subscribers must maintain key business rules and rates in a
relatively static environment as established in the initial
implementation of the Alliance Member Programs.
* Subscribers may access and manipulate customer account
data.
* If Subscribers access the Service Bureau via the internet
they may have "read-only" access (for viewing and querying)
and they may update applications to input data.
* Subscriber may run standard reports as established in the
initial implementation of the Alliance Member Programs.
* Subscriber may create ad hoc reports against a set of data
restricted to data included within the Alliance Member
Programs.
Oracle Programs Alliance Member Programs
--------------- ------------------------
Oracle Server - Enterprise Edition BANNER Customer Management System
Developer/2000
Developer/2000 Server
Programmer/2000
Web Application Server
<PAGE>
B) Right of Access: Each Subscriber of Alliance Member shall
have the right to access the Programs listed above, either
remotely through a modem, or directly at the location of the
applicable Designated System on which the Alliance Member
has installed the applicable Programs. Prior to any use or
access by the Subscribers to the Programs listed above, each
Subscriber must execute a service bureau agreement with the
Alliance Member that sets forth terms and conditions of use
by such Subscriber. Such service bureau agreement will state
that the license for use granted is not perpetual.
C) Reporting: In addition to the reports required in Section 6
of the Agreement, the Alliance Member will report Service
Bureau account volume to Oracle thirty (30) days after the
last day of each month and provide payment of fees due to
Oracle with such report. Payment of fees can be paid in
aggregate. Alliance Member will be required to include the
breakdown of usage by their utility customer.
D) Pricing: Alliance Member will pay Oracle $7,500 annually as
the Service Bureau License Fee in addition to the fees set
forth below. The $7,500 annual fee will include the base
software for the Oracle Programs and Bronze support.
Alliance Member's financial obligations under the Agreement
begin to accrue from the first month the accounts are in
production. The pricing offered will be extended World Wide.
The following tiered usage pricing model will have a two (2)
year licensing term. Oracle agrees to hold the price for
individual Alliance Member subscriber accounts/contracts for
up to five years unless Alliance Member changes the rates it
charges its subscriber(s) during that time. (i.e. If
Alliance Member maintains its rates with a subscriber for a
three (3) year term, then Oracle will maintain its rates for
a three (3) year term for that individual subscriber. If
Alliance Member changes those rates, then Oracle will have
the right to renegotiate the rates it charges.) The
following break points on volume pricing are based on the
aggregated subscribers accounts, the break points on volume
pricing are:
1 - 99,999 accounts @ $.06 per account per month
100,000 - 299,999 accounts @ .05 per account per month
300,000 - 499,999 accounts @ .045 per account per month
500,000 - 749,999 accounts @ .04 per account per month
750,000 - 999,999 accounts @ .035 per account per month
1 Mil. accounts or above @ .03 per account per month
The following sets forth an example of how Oracle expects pricing on accounts
to occur:
Number of accounts = 100,000
Fee = .05/account/month
Monthly Cost = $5,000
In addition to the account fees described above, Oracle will credit the
$20,385 already paid (SCT PO#006472-00) toward current charges.
E) Support: Oracle will provide Bronze Support to the Alliance
Member; however, Alliance Member will provide the first line
of support to the Service Bureau Subscribers. Pricing for
support shall be as follows:
<PAGE>
Oracle will receive $1,800 in support fees per Subscriber of
the Alliance Member per year. In addition, Oracle will
receive the following fees based on the number of Subscriber
Accounts:
The following tiered usage support pricing model will have a
two (2) year licensing term. Oracle agrees to hold the price
for individual Alliance Member subscriber accounts/contracts
support for up to five (5) years unless Alliance Member
changes the rates it charges its subscriber(s) during that
time. (i.e. If Alliance Member maintains its rates with a
subscriber for a three (3) year term, then Oracle will
maintain its rates for a three (3) year term for that
individual subscriber. If Alliance Member changes those
rates, then Oracle will have the right to renegotiate the
rates it charges.) The following break points on volume
pricing are based on the aggregated subscribers accounts,
the break points on volume pricing are:
1 - 99,999 accounts @ $.0114 per account per month
100,000 - 299,999 accounts @ .0095 per account per month
300,000 - 499,999 accounts @ .0086 per account per month
500,000 - 749,999 accounts @ .0076 per account per month
750,000 - 999,999 accounts @ .0067 per account per month
1 Mil. accounts or above @ .0057 per account per month
Subject to the modifications herein, the Agreement shall remain in full force
and effect.
The Effective Date of this Amendment Two is 5/31, 1998.
SYSTEMS & COMPUTER ORACLE CORPORATION
TECHNOLOGY CORPORATION
By: /s/ Mike Chamberlain By: /s/ Jeffrey M. Rosado
----------------------------- ------------------------------------
Name: Mike Chamberlain Name: Jeffrey M. Rosado
--------------------------- ----------------------------------
Title: President Title: Manager, Alliances Sales Support
-------------------------- ----------------------------------
<PAGE>
[GRAPHIC OMITTED]
FULL USE SUBLICENSE ADDENDUM
This document (the "Addendum") is between Oracle Corporation ("Oracle") and
the Alliance Member and shall be governed by the terms of the Oracle Alliance
Agreement between the Alliance Member and Oracle effective 5/31, 1998
(the "Agreement") and the terms set forth below.
1. PROGRAM DISTRIBUTION
1.1 Sublicense of Programs and Terms
The Alliance Member shall have the right to market and grant
Sublicenses of Full Use Programs which are available in production
release and listed on Oracle's Price List in effect at the time the
Programs are ordered from Oracle to Sublicense to a Sublicensee;
provided, however, the Alliance Member shall have no right to
Sublicense any Programs designated as Oracle Applications Programs,
Oracle Express Programs, Limited Production Programs, or other
Programs specified by Oracle from time-to-time without the prior
written consent of Oracle. The Alliance Member shall have the right
to market and grant Sublicenses of Full Use Programs for use on
Designated Systems in conjunction with the Integrated System to
Sublicensees. Each copy of the Full Use Programs distributed shall be
for the Sublicensee's own internal use in the Territory only on a
single Designated System limited to a maximum number of Users.
To acquire Programs for Sublicensing to Sublicensees, the
Alliance Member shall order such Programs from Oracle. Each order
shall specify the applicable Programs, maximum number of Users,
computer/operating system configuration, fees, shipping location, and
any other information required by Oracle for processing the order.
Orders for Trial Sublicenses shall be clearly marked on the face of
the Order Form.
1.2 Distribution under Oracle Agreement
In addition to the Sublicense rights specified in Section 2.3.A
of the Agreement and notwithstanding the terms of such Section and
Section 2.3.B of the Agreement, the Alliance Member shall have the
right to market and grant Sublicenses of Full Use Programs in
conjunction with the Integrated System to Sublicensees under a
standard Oracle Software License and Services Agreement in lieu of
Sublicensing the Programs under a written Sublicense agreement.
The Alliance Member may submit orders for Sublicenses to Oracle
for its acceptance.
With each such order, the Alliance Member shall submit a
standard Oracle Software License and Services Agreement executed by
the applicable Sublicensee, or shall reference on such order that the
Programs will be licensed to the Sublicensee subject to an existing
license agreement effective between the Sublicensee and Oracle (the
"Oracle Agreement"). In addition, as part of the Oracle Agreement,
the Alliance Member shall obtain the Sublicensee's written agreement
that the ordered Programs and services are subject to the terms and
conditions of the Oracle Agreement.
<PAGE>
If the Sublicensee is a federal agency, the Alliance Member
shall submit with each such order a written document executed by an
authorized Sublicensee contracting officer which contains the
following provision: "This is an open market order placed pursuant to
terms identical to the terms and conditions of Oracle's General
Services Administration (GSA) Schedule A Contract for Oracle Programs
current as of the order date, with the exception of the maximum order
limitations, discounts, maintenance, training units and other
discounts specific to the applicable Oracle GSA Schedule. No other
pre-printed or reference terms and conditions shall apply." This
written document shall be deemed the applicable Oracle Agreement.
For orders which include only shrinkwrapped Oracle Programs, the
Oracle Agreement may consist of a written obligation by the
Sublicensee to use the Programs under the terms of the shrinkwrap
license agreement.
The Alliance Member shall indemnify Oracle for any claims,
damages, or losses arising from failure to obtain any Oracle
Agreement.
If the order specifies that the Programs are to be delivered to
the Alliance Member, the Alliance Member shall have the right to
re-deliver the Programs with their original packaging to the
applicable Sublicensee.
1.3 Full Use Programs
For the purposes of this Addendum, "Full Use Programs" shall
mean unaltered versions of the Programs with all functions intact.
1.4 Value-Added Package
For the purposes of this Addendum, "Integrated System" shall
mean the hardware and software products having Value-Added which are
developed, sold, and/or licensed with the Programs to a Sublicensee
by the Alliance Member to satisfy such Sublicensee's internal
business requirements and objectives. For purposes of the Agreement,
the Integrated System will be regarded as the Alliance Member's
Value-Added Package which is described in the attached Value-Added
Attachment. The Integrated System shall be regarded as "Value-Added"
if the following materials are provided as part of the Integrated
System by the Alliance Member: (a) non-Oracle developed software; (b)
customized programming or customized consulting; or (c) other
computer products or components.
<PAGE>
1.5 Trial Sublicenses
The Alliance Member shall be entitled to grant, at no charge, up
to ten (10) temporary Trial Sublicenses of the Programs at any one
time. Such Sublicenses shall be for evaluation purposes only and
shall be for a period not to exceed thirty (30) days. The Alliance
Member shall pay Oracle Sublicense fees for any Trial Sublicenses in
excess of thirty (30) days. Each such Trial Sublicense shall be
Sublicensed under a Sublicense agreement which provides for such
trial use or under an Oracle Trial License Agreement, as the
applicable Oracle Agreement.
1.6 No Distributors
the Alliance Member's right to market and grant Sublicenses of
Full Use Programs hereunder shall be limited to the Alliance Member
only. The Alliance Member shall not appoint any third party to
distribute the Programs without Oracle's prior written consent.
1.7 Documentation
Oracle shall deliver one copy of the applicable Documentation
with each order of Programs for Sublicensing to Sublicensees.
2. SUBLICENSE FEES
2.1 Sublicense Fees and Rate
For each copy of the Programs Sublicensed by the Alliance
Member, the Alliance Member agrees to pay Oracle a Sublicense fee
equal to sixty percent (60%) of the applicable license fee for each
such Program, as specified in the applicable Price List and Alliance
Member Price List supplement to such Price List in effect at the time
the applicable Programs are Sublicensed to a Sublicensee. The
Sublicense fee shall be calculated effective on the date of the
Sublicense, which shall be the date the Programs are shipped by
Oracle or the effective date of the order to Oracle for such
Programs, if no shipment is required.
Fees for Sublicense of Programs shall be due and payable thirty
(30) days from the invoice date. The Alliance Member shall not be
relieved of its obligation to pay Sublicense fees owed to Oracle by
the nonpayment of such fees by the Sublicensee.
On or after each anniversary during the Term of this Addendum,
Oracle may amend the Sublicense fee percentage rate set forth above
based on Oracle's then-current standard Sublicense fee percentage
rate schedule and the actual amount of Sublicense fees received by
Oracle hereunder.
2.2 Price List
As set forth in the Agreement, the applicable Price List for
determining Sublicense fees shall be the standard Price List in
effect at the time the Program is Sublicensed to a Sublicensee.
However, pricing for any federal agency, pursuant to terms and
conditions identical to the terms and conditions of Oracle's GSA
Schedule A Contract for Oracle Programs current as of the order date,
shall be based on Oracle's published GSA Price List.
Notwithstanding any other provision of this Agreement, if the
Alliance Member issues a written Sublicense quote and such quote is
accepted by the applicable Sublicensee, for a period of ninety (90)
days after the date of submission of the quote to the Sublicensee,
the fee applicable to the Programs identified in the quote shall be
based on the Price List in effect on such date.
<PAGE>
2.3 Users
The fees for Sublicense of a Program shall be based and priced
on the applicable User Level for the maximum number of Users for such
Program, as specified in the Price List. The Alliance Member shall
have the right to Sublicense on any User basis specified in the Price
List in effect at the time the applicable Program is Sublicensed to a
Sublicensee.
3. TERM
This Addendum shall become effective on the Effective Date of
this Addendum and shall be valid for three (3) years (the "Term"),
unless terminated as provided in the Agreement. Any renewal of this
Addendum shall be subject to renegotiation of terms and fees.
4. TERRITORY
The Alliance Member shall have the right to market and grant
Sublicenses of Full Use Programs in the United States only (the
"Territory").
5. TECHNICAL SUPPORT
5.1 Technical Support for Sublicensees
A Sublicensee may acquire Technical Support services for Full
Use Programs Sublicensed under this Addendum from Oracle at Oracle's
standard rates and fee in effect at the time such Technical Support
services are ordered under an Oracle Technical Support Services
Agreement or Oracle Agreement, as applicable.
5.2 Technical Support Fees
Oracle agrees that the Alliance Member shall have the right to
offer Oracle annual Technical Support services to Sublicensees in the
United States that are currently acquiring Full Use Programs. The
Alliance Member shall only offer Oracle Technical Support services
with respect to the initial first year of Technical Support for a
Sublicensed Program. The Alliance Member shall only offer Oracle
annual Technical Support services to a Sublicensee provided that:
A. Oracle receives from the Sublicensee an executed, standard Oracle
Technical Support Services Agreement, Oracle Agreement, or other
terms to govern the Technical Support services as agreed to in
writing by Oracle and the Sublicensee;
B. The Full Use Programs are currently Sublicensed by the Alliance
Member;
C. The Alliance Member pays Oracle its required Sublicense fee for
the applicable Sublicensed Programs as provided under the
Agreement, and the Alliance Member pays Oracle the applicable
Technical Support services fees as set forth herein in advance;
D. The Alliance Member's Sublicense of the Full Use Programs
coincides with the agreement to provide Technical Support Services
for such Programs; and
E. The net Technical Support services fees represent new Technical
Support revenue to Oracle.
2
<PAGE>
The Technical Support services fees payable by Alliance Member
as provided above shall be Oracle's standard rates for such services
as provided under the Price List in effect at the time the Technical
Support services are ordered, discounted by ten percent (10%).
6. SUBLICENSE REPORTS
With each order for Programs for Sublicense to a Sublicensee,
the Alliance Member shall send Oracle a report detailing for each
Sublicensed Full Use Program: Sublicensee name, address, make/model
and operating system of the Designated System, Full Use Programs,
maximum number of licensed Users, whether the Sublicense is a Trial
Sublicense, total Program fees and Technical Support Fees due to
Oracle, and specific descriptions of the Integrated System and
Value-Added.
7. ADDITIONAL LICENSES
During the Term, the Alliance Member may order production
release versions of Oracle off-the-shelf Programs available as
production release as of the Effective Date of this Addendum and
listed on the Price List in effect as of such date. The license fee
for Development Licenses shall be equal to Oracle's standard list
license fees in effect when an order is placed. The Alliance Member
shall have the right to order Programs for use as Marketing Support
Licenses at no further charge to the Alliance Member. The Alliance
Member may obtain Technical Support services from Oracle for such
Programs under Oracle's applicable Technical Support fees and
policies in effect when such services are ordered.
The Effective Date of this Addendum shall be 5/31/1998.
<TABLE>
<S> <C>
Executed by the Alliance Member: Executed by Oracle Corporation:
Authorized Signature: /s/ Mike Chamberlain Authorized Signature: /s/ Jeffrey M. Rosado
----------------------- -----------------------
Name: Mike Chamberlain Name: Jeffrey M. Rosado
--------------------------------------- ---------------------------------------
Title: President Title: Manager, Alliances Sales Support
-------------------------------------- --------------------------------------
</</TABLE>
ORACLE
Oracle Corporation
500 Oracle Parkway
Redwood Shores, CA 94065
(415) 506-7000
Oracle is a registered trademark of Oracle Corporation.
7-97
3
<PAGE>
AMENDMENT ONE
to the
FULL USE SUBLICENSE ADDENDUM
To the
ORACLE ALLIANCE AGREEMENT
between
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
and
ORACLE CORPORATION
This document ("Amendment One") amends the Full Use Sublicense Addendum between
Alliance Member and Oracle dated 5/31, 1998 (the "Addendum"). The Addendum
and this Amendment One are governed by the Oracle Alliance Agreement between the
Alliance Member and Oracle dated 5/31, 1998 (the "Agreement").
The Agreement and the Addendum is hereby amended as follows:
1. In Section 1.1, add the following to the end of the first sentence:
"such consent shall not be unreasonably withheld. Oracle will provide
sixty (60) days notice of such action unless as otherwise required by
law."
2. Delete the second paragraph of Section 1.2 and replace it with the following:
"The Alliance Member may submit orders to Oracle for Sublicenses to be
granted under a standard Oracle Agreement for its acceptance."
At the beginning of the sixth paragraph of Section 1.2 add the
following:
"In the event that the Alliance Member does not use an order form
that specifies that the Sublicensee is acquiring its license to the
Programs pursuant to the terms and conditions of an Oracle Agreement,
then the"
3. In Section 1.4, the last line before clause "c", replace the word "and"
with the word "or".
4. In the second and third sentences of Section 1.5, delete the words
"thirty (30)" and replace them with the words "ninety (90)".
5. Delete the last paragraph of Section 2.1 in its entirety.
6. Delete the second paragraph of Section 2.2 and replace it with the
following:
"In addition, the terms of Section 8.14 (Price Protection) of the
Agreement shall be incorporated by reference as if fully set forth
herein."
7. In Section 3, replace "three (3) years" with "five (5) years" and
after "Effective Date", add the following "except for the pricing term for
Sublicense fees set forth in Section 2.1 above,"
<PAGE>
Add the following as a new second sentence:
"Oracle will provide Alliance Member with six (6) months prior
written notice before the end of year three (3) and six (6) months
before the end of year four (4) of its intention (if any) to increase
the Sublicense Fees for year four (4) and year five (5) of the Term
of this Addendum."
8. Delete the wording in Section 4 and replace it with the following:
"The Alliance Member shall have the right to market and
grant Sublicenses of Programs with the Integrated System in all
countries worldwide (the "Territory"), subject to the terms of this
Section.
Oracle may from time to time deny the Alliance Member the
right to Sublicense in certain countries in the Territory in order to
protect Oracle's interests if, in the reasonable opinion of Oracle's
counsel, such countries (i) do not provide adequate protection for
Oracle's proprietary rights through copyright, trade secret, patent,
or other laws; or (ii) have laws or regulation or the government has
committed acts which in the opinion of Oracle's counsel, are
injurious to Oracle's interests in the Programs. Such restriction
shall apply to all members of Oracle's Alliance Program. In the event
that Oracle does place a restriction on certain countries in the
Territory, Oracle will allow the Alliance Member to complete any
business transaction it has with such restricted country within sixty
(60) days of such notification.
The Alliance Member acknowledges that the Programs are
subject to export controls imposed on Oracle and the Alliance Member
by the U.S. Export Administration Act, United States Departments of
Commerce, Treasury, and State regulations and directives, and other
United States law ("Export laws"). The Alliance Member certifies that
neither the Programs nor any direct product thereof are (i) exported,
directly or indirectly, in violation of Export laws; or (ii) are
intended to be used for any purposes prohibited by the Export laws,
including, without limitation, nuclear, chemical, or biological
weapons proliferation. Furthermore, the Alliance Member shall not
transfer the Programs outside of the territory for which the Alliance
Member has Sublicense rights under this Agreement.
The Alliance Member warrants that it will not grant
Sublicenses in or ship any Programs to a country until it has
completed all necessary government formalities in such country and
upon reasonable request by Oracle, the Alliance Member provides
evidence of completion of such formalities to Oracle. The Alliance
Member will indemnify Oracle for any losses, costs, liability, and
damages incurred by Oracle as a result of a failure by the Alliance
Member to comply with the necessary government requirements in any
country. The obligations under this Section shall survive the
expiration or termination of this Addendum. Upon Oracle's reasonable
request, the Alliance Member shall make records available to Oracle
to allow to confirm the Alliance Member's compliance with this
Section."
9. In Section 5.1, after the words "Technical Support services" insert the
following:
", as stated in Section 1.8 of the Agreement,
10. Delete the body of Section 7 in its entirety and replace with the
following:
"The Alliance Member shall have the right to order Programs for use
as Marketing Support Licenses at no further charge to the Alliance
Member."
<PAGE>
11. Add the following new Section at the end of Section 7:
"8. Relationship Development Fund
During the Term of this Addendum, Oracle may maintain a Relationship
Development Fund (the "Relationship Development Fund") in amounts to
be determined and agreed to by the parties in writing on a case by
case basis, provided that in no case shall such amounts exceed a
maximum of ten percent (10%) of the net license fees Oracle receives
from Programs directly licensed by Oracle to end-users in the
Territory as a direct result of the Alliance Member's marketing
efforts. The calculation of such net license fees shall not include
Programs Sublicensed by the Alliance Member under the Agreement.
Oracle shall allocate credits into the Relationship Development Fund
only if:
1. Oracle obtains from the end-user an Oracle Software License
and Services Agreement, or other terms to govern the
applicable software license as agreed to in writing by
Oracle and the end-user;
2. The Alliance Member provides to Oracle a completed Prospect
Form which is accepted in writing by Oracle at least five
(5) days prior to the date of license of the applicable
Programs, and the end user pays Oracle all required license
fees. Each Prospect Form shall remain in effect for ninety
(90) days from the date of acceptance by Oracle;
3. The Alliance Member's marketing efforts preceded the license
grant from Oracle; and
4. The end user pays Oracle for the applicable software licenses,
and the net license fees paid to Oracle by the end user
represents new revenue to Oracle.
The amount of money allocated to the Relationship
Development Fund shall be calculated based only on net fees
for perpetual software licenses as specified in the Prospect
Form, and shall not be based on Technical Support fees or
fees for other services or products provided to the end-user
by Oracle. Oracle reserves the right to withhold credit to
the Relationship Development Fund due to non-collectability
of revenues from the end-user or if the Alliance Member
employs marketing practices not approved by Oracle. A copy
of the Prospect Form is attached hereto as Exhibit A. The
parties hereby agree that Oracle shall allocate any and all
applicable sums to the Relationship Development within
thirty (30) days of receipt of the net license fees from the
end-user.
Oracle shall apply the credits in the Relationship
Development Fund towards reimbursing the Alliance Member for
the cost of trade shows, demonstration equipment, joint
seminars, marketing materials, collateral, product
brochures, Oracle Education, Oracle Services, Oracle Design
and Migration Services and any other marketing expenses
which, in Oracle's judgment, are reasonably related to the
license of Oracle Programs in conjunction with the sale of
the Alliance Member's products and services. Prior to
receiving credit for such expenses, the Alliance Member
shall submit to Oracle, for its acceptance, an RDF Claim
Form explaining the activity or service for which the
Alliance Member is seeking funding. Oracle reserves the
right, and its sole discretion, to refuse or reject any
request for funding from the Alliance Member's Relationship
Development Fund. Upon termination or expiration of the
Addendum, any unused credits in the Relationship Development
Fund shall be forfeited to Oracle."
<PAGE>
Subject to the modifications herein, the Addendum and the Agreement shall
remain in full force and effect.
The Effective Date of this Agreement One is 5/31, 1998
SYSTEMS & COMPUTER ORACLE CORPORATION
TECHNOLOGY CORPORATION
By: /s/ Mike Chamberlain By: /s/ Jeff M. Rosado
------------------------ -----------------------
Name: Mike Chamberlain Name: Jeffrey M. Rosado
Title: President Title: Manager, Alliances Sales Support
<PAGE>
VALUE-ADDED ATTACHMENT
Description of Integrated System:
SCT Education Systems Product Descriptions
for
Oracle Partnership Agreement
Banner2000(TM)
Banner2000 Student -- This solution fuses administrative and academic
functions for a complete business solution. Users focus on enrollment
management objectives, while prospects, students, and faculty enjoy secure
access to their information to apply, register, pay, grade, and advise.
Banner2000 Student features these key modules: Course Catalog, Class Schedule,
General Person, Events Management, Faculty Load, Recruiting, Admissions,
General Student, Registration, Location Management & Housing, Accounts
Receivable, Academic Records/Transfer Articulation, Degree Audit.
Banner2000 Finance -- Higher education needs a fund accounting solution that
supports Generally Accepted Accounting Principles (GAAP) as defined by FASB
and GASB. The economic environment places increased emphasis on cost
containment, research accounting, and grant funding. Banner2000 Finance was
designed exclusively for this unique environment. Its embedded workflow
management, simplified reporting, and executive query tools manage day-to-day
financial operations and free users to access and analyze critical financial
information. The key modules of Banner2000 Finance include General Ledger,
Fixed Assets, Purchasing, Cost Accounting, Accounts Payable, Accounts
Receivable, Stores Inventory, Investment Management, and Budget Development.
Banner2000 Financial Aid -- With Banner2000 Financial Aid, institutions stay
ahead of the regulatory curve to take advantage of the electronic transfer of
information. SCT's ongoing support of industry initiatives lets institutions
choose how to manage financial aid, streamline financial aid operations, and
meet enrollment objectives. Banner2000 Financial Aid includes these integrated
functions: Applicant Record Creation, Funds Management, Requirements Tracking,
Disbursement, Budgeting, Loan Processing, Need Analysis, Verification, Student
Employment, Award History/Transcripts, EDE, Reporting, and Packaging.
Banner2000 Human Resources/Payroll -- In higher education, human resources
administration is more than payroll, employment, compensation, and benefits.
Position control, tenure, deferred pay, work-study, and regulatory
requirements further define information system needs. Banner2000 Human
Resources/Payroll addresses the complexities of higher education in the
context of core human resources functions and adds value to the institution's
business with built-in workflow. Its 11 comprehensive modules include
Applicant Tracking, Position Management, Employment Administration, Personnel
Services Budgeting, Compensation Administration, Time & Attendance Reporting,
Employee Relations Administration, Payroll Calculation, Payroll Adjustments &
History, Health & Safety Administration, and Benefits Administration.
Banner2000 Alumni/Development -- This solution gives the institution a rich
repository of information about constituents, from their days as students to
their lives today, for building strong and lasting relationships, mining
institutional gold, and competing successfully for dollars. Its key modules
include Constituents, Prospect Management, Organizations, Solicitor
Organization, Membership, Campaigns, Events, Designations, and Gift & Pledge
Processing.
Loan Management System -- SCT's Loan Management System gives institutions the
confidence to adhere to federal regulatory and due diligence requirements,
eliminate the high costs associated with third-party servicers, and increase
collections. LMS serves as the central repository for the institution's loan,
consolidated billing, and collection data. Developed specifically for higher
education administrators, the
<PAGE>
system offers timely billing and complete due diligence capabilities, helping
institutions lower default rates, significantly reduce collection costs, and
increase annual collections by as much as 20 percent. LMS can be fully
integrated with Banner2000(TM) systems to minimize record keeping and add a
level of efficiency and data integrity while activating security levels to
protect confidential information.
Banner2000 CAPP(TM) -- This curriculum, advising, and program planning
solution offers flexible student tracking toward a degree, certificate, or
diploma. Banner2000 CAPP gives users freedom in defining academic requirements
online and evaluating academic progress.
Banner2000 Web for Students -- Banner2000 Web for Students delivers timely
information in a way that today's students and prospects know and love. Using
hypertext links to navigate system screens, students gain self-service access
to course catalogs, class schedules, online registration, grades, admissions,
account balances, financial aid, address verification, and transcripts. It
provides students with secure World Wide Web access to information in a
familiar format.
Banner2000 Web for Faculty & Advisors -- This solution puts information on
instructional activities in the hands of those responsible for managing the
process. Using hypertext links to navigate system screens, faculty and
advisors gain self-service access to mid-term and final grading, course
rosters and waitlists, student registration, biographic information, campus
directories, faculty schedules, employment history, course catalog, and class
schedules. Banner2000 Web for Faculty & Advisors enables faculty to grade and
advise on their own schedules -- on campus or at home -- with easy, secure
access to the administrative data they need.
Banner2000 Web for Employees -- This solution goes beyond enabling users to
elect benefits for open enrollment. Using hypertext links to navigate system
screens, employees and job applicants can accomplish these HR tasks and more:
update tax exemption information, benefits, directory profiles, and
miscellaneous biographic information; and view payroll and job history,
paychecks/direct deposit stubs, leave history, year-end tax statement, and
flexible spending account activity. Banner2000 Web for Employees transforms
employees into a virtual HR staff.
Banner2000 Web for Executives -- Banner2000 Web for Executives is the source
of strategic information for the enterprising executive. It provides key
benchmarking data about the institution's performance for analyzing internal
practices, measuring effectiveness of business processes, assessing costs of
current activities, and comparing data with general trends across the
industry. A one-stop shop for all executive-level information, Banner2000 Web
for Executives furnishes key performance indicators (KPI), or detailed lists
of measurements that the institution considers vital to monitoring and
evaluating strategies. Using familiar, intuitive Web technology, executives
view KPIs tailored to the institution's requirements.
Banner2000 Web for Alumni -- With Banner2000 Web for Alumni, constituents can
access the Banner2000 administrative database through the World Wide Web. This
removes staff from the burden of answering routine questions via phone and
mail, and frees them to focus on more strategic activities that promote the
institution. At the same time, constituents enjoy an easy, efficient
connection to all the functions they need to become and remain regular
contributors to the institution: communications, membership, events, career
opportunities, voluntary support, and volunteer opportunities.
Banner2000 Voice Response -- This solution enables institutions to reach out
to their customers and provide improved services, without increasing staff.
With Banner2000 Voice Response (VR), students can check their admissions
status, register for courses, and inquire about their financial aid--all by
themselves, at any time of day or night, from any Touch-tone phone. Banner2000
VR Student and Banner2000 VR Financial Aid are integrated solutions for direct
student access to information and transactions. They provide consistent
answers to students' questions, eliminate long waiting lines, reduce data
entry time, and provide an additional level of service to students.
Banner2000 Kiosk -- This solution provides a service center or help desk in
highly traveled places on or off campus -- for example, the student union or a
popular shopping mall. Students can walk up to the kiosk and get answers to
their questions at any time, day or night. They gain access to information
about
<PAGE>
admission and decision status, financial aid awards, course availability,
registration, account balances and payment options, schedules, grades,
transcripts, and campus maps.
EDI.Smart(TM) -- This solution is available today and is in production on
college and university campuses. It offers full EDI translation-level support
for more than 270 transaction sets and supports standalone systems, LANs,
Internet FTP and SMTP protocols, and EDIFACT standards. Also, EDI.Smart
includes a Wizard to simplify creation of external interfaces. A desktop
computer-based solution, EDI.Smart runs with any SCT Education Systems
administrative software. Developed to expedite a range of activities,
EDI.Smart supports ANSI ASC X12 standard transaction sets, including academic
transcripts, enrollment certification, applications for admission, and
purchase orders.
Strategic Enrollment Management -- Strategic Enrollment Management -- and the
SAS(R) engine that serves as its foundation -- summarizes and transforms
Banner2000(TM) data to support both point-in-time and longitudinal analysis.
Users explore and identify critical trends for the institution, model critical
business relationships, forecast outcomes based on history, evaluate options,
and take action. No other product puts the pieces together as completely and
as quickly as Strategic Enrollment Management. And no other product provides
such an easy window to information-centric analysis and planning.
Banner Object:Access(TM) -- This solution provides application -independent,
ststandardized business logic so that the information requested is exactly what
is delivered through the user's choice of access method. The Banner
Object:Access architecture presents information in functional categories for
effective reporting.
SCT Aspire(TM) for Banner2000 -- An integrated distance education solution,
SCT Aspire for Banner2000 incorporates best practices in electronic student
services and distance education as well as online registration, course deliver
and management, advising, and skills/competency assessment capabilities. The
foundation of this solution's architecture is Banner2000 and its net-centric,
enterprise-wide business processes.
Banner2000 Imaging for Student -- This solution enables users across the
enterprise to streamline work processes by scanning, annotating, reviewing,
and filing documents electronically. Banner2000 Imaging for Student supports
admissions, registration, faculty, and billing functions. All popular scanning
devices are supported.
Banner2000 Imaging for Finance -- With this solution, users in accounts
payable can query finance imaging records utilizing search fields and database
functions. They can review or annotate images, add documents to the imaging
system, and electronically file documents into finance folders. All popular
scanning devices are supported.
Banner2000 Imaging for Financial Aid -- This solution speeds and streamlines
the decision-making process within financial aid administration by enabling
users to scan financial aid documents such as award letters, tax returns,
institutional applications, verification worksheets, and loan applications.
With Banner2000 Imaging for Financial Aid, users can query records by
utilizing search fields and database functions. They can review and annotate
images as well as add documents to the imaging system. All popular scanning
devices are supported.
Banner2000 Imaging for Human Resources -- Banner2000 Imaging for Human
Resources is one more step toward maximizing employee empowerment and
self-service. Department search committees, for example, can scan resumes,
attach the scanned document to a Banner2000 applicant, and route to faculty.
Supervisors can find the same convenience in handling performance reviews. All
popular scanning devices are supported.
Banner2000 Imaging for Alumni/Development -- With Banner2000 Imaging for
Alumni/Development, users streamline development operations by querying
records, reviewing images, annotating online documents, and filing document
electronically. All popular scanning devices are supported.
SCT Workflow -- This solution automates, simplifies, measures, directs, and
manages the flow of information through the enterprise. It effectively teams
processes, information, and people by offering key advantages: effective dating,
a graphical business process modeler, metrics, and access from SCT's popular
"Web for . . . " products.
<PAGE>
Plus2000(TM)
Plus2000 Student Information System (SIS) -- Plus2000 SIS is the proven and
informed choice to support student information management. It features nine
key modules: Shared Components, Admissions, Registration, Student Records,
Billing/Receivables, Degree Audit & Advising (On Course), Housing, Voice
Response, and Financial Aid Management. Plus2000 SIS gives institutions
unparalleled advantages in records processing and strategic management. It
enables users to quickly process and provide grades and use up-to-the-minute
data to effectively counsel students. The system's special On Course(TM)
feature improves advisory capabilities, and its Financial Aid Management (FAM)
module automates the entire financial aid process.
Plus2000 Financial Aid Management (FAM) --FAM interfaces with the Plus2000 SIS
Billing, Admissions, and Student Records modules. Also, incorporated into the
FAM module is the College Scholarship Service's (CSS(R)) Packaging Aid
Resource System (PARS), and Institutional Need Analysis System (INAS). To
support enrollment objectives, SCT also provides an annual Early Financial Aid
Release, for Early Decision Processing, and the CSS PROFILE(TM). Annual
regulatory updates for FAM and CSS keep you up-to-date in support of your
compliance requirements. With FAM, institutions gain assurance of efficient
operations and effective service levels in the following areas of financial
aid processing: Establishing financial aid funds, processing aid applications,
tracking document requirements, establishing student budgets, awarding aid,
authorizing disbursements, monitoring student eligibility, verifying
application data, processing special funds, and fund management & reporting.
Loan Management System -- This solution gives institutions the confidence to
adhere to federal regulatory and due diligence requirements, eliminate the
high costs associated with third-party servicers, and increase collections.
LMS serves as the central repository for the institution's loan, consolidated
billing, and collection data. Developed specifically for higher education
administrators, the system offers timely billing and complete due diligence
capabilities, helping institutions lower default rates, significantly reduce
collection costs, and increase annual collections by as much as 20 percent.
Plus2000 Financial Records System (FRS) -- Plus2000 FRS enables institutions
to achieve superior cash management by helping them track cash resources and
manage assets with maximum efficiency. Plus2000 FRS maintains software in
compliance with FASB and GASB guidelines. Institutions can use Plus2000 FRS
alone or integrated with the Plus2000 Human Resources System for an added
level of efficiency, productivity, and data integrity. Plus2000 FRS provides
five key modules: Financial/Grant Accounting, Purchasing, Fixed Assets,
Accounts Payable, and Budget Development.
Plus2000 Human Resources System (HRS) -- Plus2000 HRS features six
comprehensive modules: Position & Budget Control, Benefits & Deductions
Management, Payroll Processing, Personnel Management, Labor Distribution &
Accounting Control, and Applicant Tracking/Processing. Plus2000 HRS provides a
wide array of applicant-tracking features that enable institutions to
automatically match an applicant's skills to a position's requirements. With
Plus2000 HRS, users can administer and report on institutional practices and
policies in the key areas of employment, compensation, benefits, and position
control/budgeting. Comprehensive payroll components of Plus2000 HRS provide
flexibility for timely and accurate payrolls of any size, whether users are
producing checks, complying with tax and other regulatory requirements, or
meeting multiple payroll schedules simultaneously.
Plus2000 Alumni/Development System (ADS) -- SCT's Plus2000 Alumni/Development
System (ADS) offers superior control of giving and development programs by
helping institutions build a constituency, cultivate relationships, plan and
monitor campaigns, and conduct fund accounting, pledge tracking, and gift
processing. Plus2000 ADS, the proven and informed choice to support
institutional advancement, features six key modules: Constituent Management;
Relationship Cultivation; Campaign Management; Membership Management; Pledge,
Payment, Gift Management; and Financial History.
Plus2000 Web for Students -- Plus2000 Web for Students delivers timely
information in a way that today's students and prospects know and love. Using
hypertext links to navigate system screens, students
<PAGE>
gain self-service access to: course catalogs, class schedules, online
registration, grades, admissions, account balances, financial aid, address
verification, and transcripts. It provides students with secure World Wide Web
access to information in a familiar format.
Plus2000 Web for Faculty & Advisors -- This solution puts information on
instructional activities in the hands of those responsible for managing the
process. Using hypertext links to navigate system screens, faculty and
advisors gain self-service access to final grading, course rosters and
waitlists, student registration, biographic information, campus directories,
faculty schedules, course catalog, and class schedules. Plus2000 Web for
Faculty & Advisors enables faculty to grade and advise on their own schedules
- -- on campus or at home -- with easy, secure access to the adadministrative data
they need.
Plus2000 Web for Employees -- This solution goes beyond enabling users to
elect benefits for open enrollment. Using hypertext links to navigate system
screens, employees and job applicants can accomplish these HR tasks and more:
update tax exemptions; view deductions, earnings, pay stubs, job history,
paychecks, and leave balances; and update biographic information. Plus2000 Web
for Employees transforms employees into a virtual HR staff.
Plus2000 Web for Executives -- Plus2000 Web for Executives is the source of
strategic information for the enterprising executive. It provides key
benchmarking data about the institution's performance for analyzing internal
practices, measuring effectiveness of business processes, assessing costs of
current activities, and comparing data with general trends across the
industry. A one-stop shop for all executive-level information, Plus2000 Web
for Executives furnishes key performance indicators (KPI), or detailed lists
of measurements that the institution considers vital to monitoring and
evaluating strategies. Using familiar, intuitive Web technology, executives
view KPIs tailored to the institution's requirements.
Plus2000 Web for Alumni -- With Plus2000 Web for Alumni, constituents can
access the Plus2000 administrative database through the World Wide Web. This
removes staff from the burden of answering routine questions via phone and
mail, and frees them to focus on more strategic activities that promote the
institution. At the same time, constituents enjoy an easy, efficient
connection to all the functions they need to become and remain regular
contributors to your institution: communications, membership, events, career
opportunities, voluntary support, and volunteer opportunities.
Plus2000 Voice Response (VR) -- With Plus2000 VR, students can check their
admissions status, register for courses, and inquire about their financial aid
- -- all by themselves, at any time of day or night, from any Touch-tone phphone.
Voice Response (VR) Student and Financial Aid is an integrated solution for
colleges and universities to provide direct student access to information and
transactions. A cost-saving solution, VR frees personnel in the various
offices from answering routine questions. Just as important, it provides
consistent answers to students' questions, eliminates long waiting lines,
reduces data entry time, and provides an additional enhanced level of service
to students. SCT has partnered with three leading providers of interactive
voice processing systems -- TouchNet Information Systems, EPOS Corporation,
and Brite Voice Systems (formally Perception Technology Corporation). These
partnerships have resulted in joint development of a Voice Response solution
that is truly integrated with Plus2000 Student and Financial Aid applications.
Plus2000 Imaging for SIS -- This solution enables users across the enterprise
to streamline work processes by scanning, annotating, reviewing, and filing
documents electronically. Plus2000 Imaging for Student supports admissions,
registration, faculty, and billing functions. All popular scanning devices are
supported.
Plus2000 Imaging for FRS -- With this solution, users in accounts payable can
query finance imaging records utilizing search fields and database functions.
They can review or annotate images, add documents to the imaging system, and
electronically file documents into finance folders. All popular scanning
devices are supported.
Plus2000 Imaging for HRS -- Plus2000 Imaging for Human Resources is one more
step toward maximizing employee empowerment and self-service. Department
search committees, for example, can
<PAGE>
scan resumes, attach the scanned document to a Plus2000 applicant, and route to
faculty. Supervisors can find the same convenience in handling performance
reviews. All popular scanning devices are supported.
Plus2000 Imaging for ADS -- With Plus2000 Imaging for Alumni/Development, users
streamline development operations by querying records, reviewing images,
annotating online documents, and filing document electronically. All popular
scanning devices are supported.
Plus2000 Housing -- A robust, full-featured application, Housing in Plus2000
SIS enables institutions to deliver optimal customer service to those looking
for a home on campus. With Plus2000 Housing, institutions gain the advantage
of accelerated response time, improved success rates, flexible billing, and
the potential to honor special requests.
Plus2000 Kiosk -- This solution provides a service center or help desk in
highly traveled places on or off campus -- for example, the student union or a
popular shopping mall. Students can walk up to the kiosk and get answers to
their questions at any time, day or night. They gain access to information
about admission and decision status, financial aid awards, course
availability, registration, account balances and payment options, schedules,
grades, transcripts, and campus maps.
EDI.Smart -- This solution is available today and is in production on college
and university campuses. It offers full EDI translation-level support for more
than 270 transaction sets and supports standalone systems, LANs, Internet FTP
and SMTP protocols, and EDIFACT standards. Also, EDI.Smart includes a Wizard
to simplify creation of external interfaces. A desktop computer-based
solution, EDI.Smart runs with any SCT Education Systems administrative
software. Developed to expedite a range of activities, EDI.Smart supports ANSI
ASC X12 standard transaction sets, including academic transcripts, enrollment
certification, applications for admission, and purchase orders.
Strategic Enrollment Management -- Strategic Enrollment Management summarizes
and transforms Plus2000(TM) data to support both point-in-time and
longitudinal analysis. Users explore and identify critical trends for the
institution, model critical business relationships, forecast outcomes based on
history, evaluate options, and take action. No other product puts the pieces
together as completely and as quickly as Strategic Enrollment Management. And
no other product provides such an easy window to information-centric analysis
and planning.
Plus2000 GUI -- Plus2000 GUI provides access to administrative applications
either from the desktop or from a Web browser running over an intranet. In
addition, it supports the ability to provide a character-based interface for
users requiring that option. Complete with tools to aid configuration and
customization, Plus2000 GUI represents a technology breakthrough for Plus2000
solutions.
FOCUS Express for Plus2000 -- This solution provides users with immediate,
direct access to Plus2000 application databases, a multitude of pre-formatted
reports, and additional reporting capabilities such as label processing.
SCT Aspire for Plus2000 -- An integrated distance education solution, SCT
Aspire for Plus2000 incorporates best practices in electronic student services
and distance education as well as online registration, course deliver and
management, advising, and skills/competency assessment capabilities.
Other
SCT Aspire (for Commerce) -- This is an enterprise solution for authoring,
administering, and managing the deliver of online learning. Users can set up
courses for online registration, define the types of users, run standard
reports, and track learners' activities. Learners can select and pay for
courses online, take the courses immediately, and communicate with instructors
by e-mail, bulletin boards, and discussion forums.
<PAGE>
SCT Government Systems Product Descriptions
for
Oracle Partnership Agreement
BANNER(R) PRODUCTS:
Banner Courts
An advanced case and financial management system for courts of all
jurisdictions, Banner Courts tracks cases and their participants from start to
finish. Banner uses sophisticated Oracle(R) and SQL database technology and an
architecture based upon user-defined codes and rules. Banner Courts is
comprised of four systems: Civil, Criminal, Juvenile, and Traffic. This
specialization allows courts at all jurisdictional levels to collect data and
establish process routines for specific case types.
The Banner Courts Civil Case Management System is a fully integrated, online
administrative system that provides a broad range of functions including
docketing, case tracking and management, accounts receivable and cashiering,
scheduling and calendars, and document management, as well as standard and ad
hoc query and reporting capabilities for civil courts.
The Banner Courts Criminal Case Management System is a fully integrated,
online administrative system that provides a broad range of functions
including docketing, case tracking and management, accounts receivable and
cashiering, scheduling and calendars, and document management, as well as
standard and ad hoc query and reporting capabilities for criminal courts.
The Banner Courts Juvenile Case Management System is a fully integrated,
online administrative system that provides a broad range of functions
including docketing, case tracking and management, accounts receivable and
cashiering, scheduling and calendars, and document management, as well as
standard and ad hoc query and reporting capabilities for family courts.
The Banner Courts Traffic Case Management System is a fully integrated, online
administrative system that provides a broad range of functions including
docketing, case tracking and management, accounts receivable and cashiering,
scheduling and calendars, and document management, as well as standard and ad
hoc query and reporting capabilities for traffic courts.
The Banner Extended Case Information System for Courts Module enables courts
to process and maintain information related to evidence and file tracking,
bail and bonds, and service documents.
The Banner Accounting Management for Courts Module enables the user to process
detailed accounting information related to court cases including accounts
payable, general ledger interface, and check reconciliation.
Banner Cash Receipts
Banner Cash Receipts is an innovative solution for governments looking to
improve fee collection management. Its relational database technology and
broad functionality help streamline cumbersome transactions. Banner Cash
Receipts can be integrated with other Banner systems to reduce data entry
redundancy and errors. Employees are able to enter information faster, and
need only do so once. Integration with cash drawers and printers--directly
from the desktop--simplifies cashiers' work and enables them to focus on
providing superior customer service.
Banner Records Indexing
Banner Records Indexing is an invaluable tool for managing public records and
improving workflow. Its six integral functions address the issues that are key
to simplifying document management: recording and receipting, indexing and
verification, searching and data retrieval, remote/internet access to
documents, accounts receivable, and document imaging. These features are
adaptable to an organization's policies and procedures.
<PAGE>
Banner Occupational Tax and License
The Banner Occupational Tax & License System is an administrative application
that automates the collection of occupational taxes, business licenses,
permits, and fees.
Banner Property Tax
The Banner Property Tax System performs all the basic functions of property
tax assessment, calculation, billing, collections, and distributions. It
handles real property, personal property, manufactured homes, and motor
vehicles.
Banner Finance
Banner Finance's embedded workflow management, simplified reporting, and
executive query tools manage day-to-day financial operations and free users to
access and analyze critical financial information. The key modules of
Banner2000 Finance include General Ledger, Fixed Assets, Purchasing, Cost
Accounting, Accounts Payable, Accounts Receivable, Stores Inventory,
Investment Management, and Budget Development.
Banner HR
Banner Human Resources/Payroll includes 11 comprehensive modules: Applicant
Tracking, Position Management, Employment Administration, Personnel Services
Budgeting, Compensation Administration, Time & Attendance Reporting, Employee
Relations Administration, Payroll Calculation, Payroll Adjustments & History,
Health & Safety Administration, and Benefits Administration.
PSAS PRODUCTS:
Note: All PSAS products operate on the IBM AS/400 in native mode.
PSAS Financial
The PSAS2000 Financial system includes the Budgeting/Accounting, Fixed Assets,
Stores Inventory Control, Accounts Receivable, Business Licenses and Fees, and
Cash Receipts applications. Smooth integration between applications provides a
comprehensive, efficient, and accurate financial system. PSAS2000
Budgeting/Accounting is the core of the PSAS Financial system. Designed
specifically for government, it is an integrated accounts payable,
multiple-fund general ledger, and financial reporting system. Its features
include project accounting and budgetary accounting and control.
PSAS Utility Customer Accounting
The PSAS Utility Customer Accounting (UCA) system takes the headaches out of
billing, collection, accounting, and service order management. Designed for
both public and private utilities, it accommodates a variety of services and
provides a detailed history of consumption, charges, payments, and
adjustments. UCA provides complete control over service deposits, handles
delinquent accounts, and helps automate service order processing.
PSAS Payroll
PSAS Payroll automatically calculates gross pay, deductions, benefits, taxes,
and net pay. It calculates, prints, and reconciles checks for salaried,
hourly, and contract employees. It tracks personnel information through
user-defined fields and maintains pay rates, tax tables, and employee benefit
and deduction calculations online. It automatically distributes labor and
benefits costs to accounts and projects in PSAS Budgeting/Accounting, and it
handles the concurrent preparation of payrolls for multiple payroll
frequencies.
<PAGE>
PSAS Records Indexing
PSAS Records Indexing enables government organizations to record, manage, and
retrieve vast quantities of documents--quickly and accurately. It also
generates a variety of required reports, such as document indexes,
verification and document control listings, and fee collection audit reports.
With the PSAS Records Indexing System, governments can provide better service
without increasing staff, and generate greater revenue. PSAS Records Indexing
can be integrated with other SCT applications such as Cash Receipts, Accounts
Receivable, Remote Access, and Document Imaging to offer a complete solution
for the archival process.
<PAGE>
SCT Manufacturing & Distribution Systems Product Descriptions
for
Oracle Partnership Agreement
SCT's ADAGE is an object-oriented, graphical ERP solution with a special
emphasis on the process and hybrid manufacturing and distribution industries.
ADAGE employs a series of dynamic workflows composed of industry-specific
objects and business rules, rather than traditional software modules, that
model key business processes across the supply chain.
The 5 main Business Processes included in ADAGE are Manage the Enterprise,
Order to Cash, Procure to Pay, Plan to Produce and Design to Deploy. Manage
the Enterprise provides businesses visibility across their entire supply chain
and extended enterprise by managing inventory, financials, costs, and multiple
locations. Order to Cash includes order entry, customer management, order
fulfillment and management of receivables. Procure to Pay helps businesses
manage their suppliers, procurement of goods and services, logistics and
payables. The business process of Plan To Produce provides the ability to
forecast demand, generate plans, handle plan execution, and output
certification. The last major business process, Design to Deploy, incorporates
product research, quality management, product development, and process
development.
<PAGE>
SCT Utility Systems Product Descriptions
for
Oracle Partnership Agreement
BANNER's flexible tools, client/server approach, Oracle (R) capabilities and
Graphical User Interface (GUI) technology bring unprecedented functionality to
the utility industry.
BANNER CMS
Customer Management System -- The Customer Management System suite of products
provides capabilities to meet every aspect of handling customer needs and
providing top-notch customer service. Customer accounts are linked to
virtually every function needed to ensure satisfaction.
BANNER CIS
Customer Information System -- The heart of the customer management system,
CIS provides complete site-specific control over customer accounts and
provides a powerful, comprehensive system for delivering customer service. CIS
acts as the hub for other BANNER products affecting customer transactions. The
system's flexibility of design allows immediate access to customer information
- -- including account details, onsite inventory, requested services and aa
multitude of other details -- and the automatic interchange of information
about the customer with other modules streamlines account service. The system
supports any number of services -- metered or unmetered -- and offers
customers flexible options while allowing utilities to maintain tight control
over account details. CIS permits smooth integration of creating service
orders, entering readings, posting payments, producing bills and maintaining
customer service at levels customers have come to expect.
BANNER CCS
Customer Contact System -- This module works independently or in conjunction
with CIS to maintain complete customer contact records while simplifying
recordkeeping. It also allows automatic CSR notification during customer
contacts. In addition to providing ongoing records of contacts with customers,
it allows CSRs to access customer histories at the touch of a button, saving
time for customers and utility personnel. The opportunities for additional
marketing made possible by the automatic notification features enhance both
the utility's reputation for customer service and the opportunities for
additional revenues.
BANNER EWQ
The Electronic Work Queue System interacts with CIS to schedule tasks for
fulfilling Electronic Work Queue System customer service requests, allowing
assignment of individuals or groups and updating them as appropriate. The
comprehensive tracking of personnel assigned and the progress toward
completion, by group or by individual, allows utilities to schedule work more
efficiently and maintain complete control over workflow. Centralizing tasks in
"folders" with full tracking capabilities takes advantage of a wide range of
tools that simplify the completion of work assignments.
BANNER Customer Target+ (TM)
Customer Target+ extends the CIS customer database with information to design,
execute and manage marketing programs to qualified customers. The additional
customer information that assists in targeted marketing efforts can be
captured and used in conjunction with existing customer information without
disturbing normal workflow.
The system interacts with CSR screens for immediate enrollment of qualified
customers and manages mass communications for additional marketing efforts.
The ability to pinpoint the right customers and position those products and
services that best meet their needs brings utility marketing to a higher
level.
<PAGE>
BANNER Customer Web Access
This cutting-edge product enables utilities to establish more than merely a
"presence on the web." Web Access gives utilities a new avenue of
communications with customers and provides new levels of customer service.
Based on Oracle(R) Webserver technology, this product allows two-way
communication with customers through a World Wide Web site. Web Access ensures
that customers can obtain account information in a secure environment, and
enjoy other informational services at low personnel costs to the utility. In
addition, automated updating of utility records (such as signing up for
marketing programs) can be performed according to utility-defined rules.
BANNER Customer ELink (TM)
For customers who have contracted with other utilities for electric service,
BANNER Customer ELink manages billing through the CIS. In addition to
providing precise usage calculation with a detailed profile of line losses,
the system manages the calculation of bills, usage and nominations with a high
degree of accuracy to ensure that revenues are stable and correct.
Supply Chain/Utilities
The BANNER Supply Chain Suite of products brings powerful efficiency to those
utility operations that customers almost never see: the behind-the-scenes flow
of labor, materials, fuels and planning that make the difference between
smooth operations and chaos.
BANNER FMS
Fuels Management System -- The Fuels Management System manages all aspects of
non-nuclear fuels purchasing, transportation, usage and planning, including
sophisticated contract modeling and management. The capabilities of the system
reduce the labor involved in tracking and coordinating fuels distribution,
while increasing accountability and efficiency. Further, the system eases the
burden of complying with increasing regulatory issues and helps utilities gain
greater control over contract negotiations and costs.
BANNER MMS
Materials Management System -- This system manages the planning and
forecasting, inventory and stores control, requisitioning, purchasing and
accounts payable for materials used in the day-to-day operations of utilities.
It provides managers with an effective tool to increase efficiency by
providing real-time information and sophisticated tools to maintain control
over the physical needs of the utility. MMS ensures that transactions with
vendors are handled accurately and to the advantage of the utility.
BANNER IMS
Operating independently or in conjunction with the Materials Management
System, the Inventory Management System IMS manages job costing, distribution,
purchasing, planning and forecasting, replenishment, approval, materials
tracking and accounting for inventory used in jobs performed for customer
service. IMS enables utilities to maintain optimum inventory levels, resulting
in reduced costs, reduced waste and balanced inventory locations.
BANNER Material Catalog+.
This powerful cataloging system for materials and inventory is used as a
component in both the Inventory Management and Materials Management Systems.
It can also be used as a stand-alone product, integrated with existing
systems. BANNER's user-defined classifications help organize material for
maximum productivity. A central repository of data enables the user to employ
a number of search strategies. The emphasis on flexibility in designating
inventory makes the system adaptable to the methods in which utilities work,
while allowing all users to deal with inventory in an easy to understand
style.
BANNER Requisitioning and Purchasing
This module automates and streamlines the complex chore of tracking
requisitions, from original requisition requests through final payment of
invoices. By linking to vendor information, it also allows flexibility in
cutting costs and improving the efficiency of the purchasing process.
<PAGE>
BANNER WMS
Work Management System -- BANNER WMS is a sophisticated system for managing
capital projects, operations and maintenance, including project design,
initiation, scheduling, tracking, maintenance scheduling, work completion
reporting and closing. The system integrates with other BANNER systems,
including Electronic Work Queue and existing accounting systems. Complete,
real-time access to work status and tracking of projected versus actual
results gives managers the ability to improve performance and increase
effectiveness.
SCT's newest information management solution is designed to help utilities
compete in a deregulated environment. Built around the premier BANNER Customer
Management System suite, SCT SinglePoint Solutions (TM) also offers the full
range of services that utilities require to succeed in these new business
conditions. SCT takes care of the operations that each client chooses to
outsource, enabling utilities to dedicate their resources to enhancing core
strengths and satisfying customers.
Hardware Components: N/A
Software Products Other Than Programs: See "Description of Integrated System"
above
Services to be provided by the Alliance Member: Consulting, Implementation,
Customized Programming, Training.
<PAGE>
Technical Support Attachment
ORACLE TECHNICAL SUPPORT SERVICES
Technical Support Fees
Technical Support fees are due and payable in advance of the term of Support.
Reinstatement Fees
In the event Technical Support services lapse or were never originally be
procured, a reinstatement fee shall be assessed upon commencement of Technical
Support, such fee shall be subject to Oracle's policies in effect when
Technical Support is ordered. Oracle currently calculates Reinstatement Fees
from the date that the Technical Support services lapse (or the license order
date if the program licenses were not previously supported) to the date that
the technical support services are renewed based on the list Bronze support
fees in Oracle's US Price List in effect at the time the Technical Support
services are ordered.
Support Programs
Oracle Bronze Support
Oracle Bronze Support includes:
o Real Time Telephone Technical Assistance
o 5:00 a.m. to 6:00 p.m. (Pacific Time), Monday through Friday
o Problem solving, bug reporting, documentation clarification,
technical guidance
o Program updates
o Patches and fixes
o General maintenance releases
o Documentation updates
o Support System dial-in access
o Quarterly Support newsletter
o Mail server access
o Read/Write access to Electronic Mail over the Internet
o Technical Assistance Requests can be opened, closed or updated
o General Communication with Oracle Worldwide Support
o SupportNotes(TM) - Oracle Book based CD-ROM repository of technical
information
Oracle Electronic Support - Read/Write access to Oracle's
private Support Forum on CompuServe**
** Customers will need to register with CompuServe to obtain CompuServe
access. This service will be offered in the United States only.
Oracle Silver Support
Oracle Silver Support includes Oracle Bronze Support plus the following:
o Real Time Telephone Technical Assistance
o Toll-free 800 number
o 24 hours a day/7 days a week
o SupportNotes(TM) - Oracle Book based CD-ROM repository of technical
information
o Management reports - Faxed upon request
o Proactive Alerts
o Contain known problem and problem resolution information
o Proactively faxed as applicable
Oracle Gold Support
Oracle Gold Support (for which a minimum fee applies) includes Oracle Silver
Support plus the following:
o Priority Reactive Support
o Accountant Management
o Communication channels between Oracle and customer
o Status reports to customer and management
o Regular account reviews with customer
o Conduct all proactive planning activities
o Some first-line support
o Foundation Proactive Services
o Patch Planning
o Version/Release Planning
o Alerts
<PAGE>
The following Basic, Standard, and Extended Support packages are no longer
available for new support contracts.
Basic Annual Support
Basic Annual Support includes:
o Telephone Technical Assistance
o 5:00 a.m. to 6:00 p.m. (Pacific Time) Monday through Friday
o Problem solving, bug reporting, documentation clarification,
technical guidance
o Program updates and associated documentation
o Support System dial-in access
o Log/Update/Review TARs
o Review Bugs
o Access Support Bulletin Board
o Quarterly Support newsletter
Standard Support
Standard Support includes Basic Support plus the following:
o Telephone Technical Assistance - 24 hours a day/7 days a week
Extended Support
Extended Support includes Standard Support plus the following:
o Toll-free 800 number
Information Customers Need When Calling Support
Before Support can begin work on any problem, information about the nature and
location of the problem is required. Whenever a call is placed to the hotline,
the following information should be provided:
o The Customer Support Identification (CSI) number or PC registration
number
o The area code and phone number listed under the CSI number
o Operating system (including version) on which Oracle Programs are
installed
o The Oracle product component and its version number the call concerns.
Support questions involve product components that is, constituent parts
of an Oracle product. For example, with the -- ORACLE kernel, Customer
receives components such as RDBMS, IMP, EXP, SQL*Loader and SQL*Forms.
o The relevant Program version(s)
o Any Program error number that appeared
o Brief description of the problem
o Severity of the problem. Oracle Worldwide Support classifies problems
according to how they impact the Customer's business. See list below for
explanation of Technical Assistance Request (TAR) Severity Levels.
Technical Assistance Request (TAR) Severity Levels
The chart below lists standard Technical Assistance Request Severity Levels.
Oracle Worldwide Customer Support responds to TARs based on Severity Level.
Severity Level
Severity 1
Critical Business Impact
Customer's work, regardless of the environment or product usage, is stopped or
so severely impacted that the customer cannot reasonably continue to work.
Severity 2
Severe Business Impact
Customer's work is continuing (not stopped) however there is a serious impact
on the customer's productivity and/or service levels.
Severity 3
Minor Business Impact
The customer's work regardless of the environment or product usage, has minor
loss of services or resources.
Severity 4
No Business Impact
Customer is in full working mode - there is no work being impeded at the time
- - information is requested but has no impact on the operation of the prproducts.
TARs are logged and tracked in Support's Support System. Response will be
given to the Customer by telephone and logged directly into the
problem-tracking system. The Customer may dial-in to track the progress of
their TAR at any time.
Support's response may include a written response, patch tape, supplementary
documentation, a temporary means of circumventing the problem pending a new
release, or other correctional aids.
<PAGE>
Customer CPU Support Identification (CSI) Number
Customers shall receive a CSI Number upon purchasing Oracle Technical Support
services.
The CSI number identifies the Customer with respect to the following
information:
o Company Name and Address
o Product Set and Version
o Support Level and Duration
o Operating System
o Technical Contact Information
Worldwide Customer Support uses the CSI number to identify the Customer's
Support contract when a Customer calls the Support Hotline or uses
dials-inaccess.
Technical Support Liaison ("Technical Contact")
Customers shall designate one (1) primary and two (2) backup Customer
employees ("Technical Contacts") to serve as liaisons with Oracle Worldwide
Customer Support. The designated "Technical Contact" is the sole liaison
between technical support and Customers for all product support and shall be
based on the Customer site. Customer may elect to add Technical Contacts for
an additional fee.
To assure uninterrupted Technical Support service, customers must notify
Client Relations at (415) 506-1500, option 9, whenever Technical Contact
responsibilities are transferred to another individual.
Updates
"Update" means a subsequent release of the Program which Oracle generally
makes available for Program licenses at no additional license fee other than
media and handling charges, provided Customer has ordered Technical Support
for such licenses for the relevant time period. Update shall not include any
release, option or future product which Oracle licenses separately.
Terms of Support
Oracle Worldwide Customer Support's technical assistance is limited to
licenses, products, and platforms that are fully supported and to problems
which are demonstrable in the current release of the licensed program, running
unaltered on the proper hardware configuration. Current release information is
posted on-line.
Technical Support for older versions of Oracle products or for non-Oracle
products is subject to additional fees.
These Technical Support policies are Oracle's current policies and are
subject to change at Oracle's discretion.
Termination
Customer may terminate technical support at any time by notifying Oracle in
writing at least thirty (30) days before the desired date of termination.
Technical Support shall be terminated upon receipt of such notice. On
termination, Oracle shall refund the unused portion of technical support fees
paid by the Customer for the licenses for the allocable period for which
technical support is terminated.
Phone Numbers and Address Information
Customer Support Hotline
(For Technical Support, Non-Technical Support, and Support Sales information)
415-506-1500
Technical Support Dial-in Number
RTSS Dial-in 415-598-9350
Technical Support Address
Oracle Worldwide Technical Support
500 Oracle Parkway
Box 659313
Redwood Shores, CA 94065
<PAGE>
ORACLE*
ORACLE EXPRESS PROGRAM SUBLICENSE ATTACHMENT
TO FULL USE SUBLICENSE ADDENDUM
This document (the "Attachment") is between Oracle Corporation ("Oracle ") and
the Alliance Member and shall be governed by the terms of the Full Use
Sublicense Addendum between the Alliance Member and Oracle effective 5/31, 1998
(the "Addendum") and the terms set forth below.
The parties hereto agree to amend the Addendum as follows:
1. Under the terms and conditions of the Addendum and this Attachment, the
Alliance Member shall have the right to market and grant Sublicenses of
Full Use Oracle Express Programs for installation and use in the United
States only. The term "Oracle Express Programs" shall mean Programs which
are designated solely as Oracle Express software by Oracle.
2. Notwithstanding any other provision of the Addendum, for each Full Use
Oracle Express Program Sublicensed by the Alliance Member, the Alliance
Member agrees to pay Oracle a Sublicense fee equal to sixty percent (60%)
of the applicable license fee for each such Program, as specified in the
applicable Price List (as defined in the Addendum) and Business Alliance
Program Price List supplement to such Price List in effect at the time
the applicable Programs are Sublicensed to a Sublicensee.
3. Oracle is subject to certain restrictions with respect to the
distribution of Oracle Express Programs, and the Alliance Member's
distribution of the Oracle Express Programs shall be consistent with such
limitations. Notwithstanding any other provision of this Attachment, the
Addendum or the Agreement, the Alliance Member and its Distributors shall
not:
A. Sublicense Oracle Express Programs designated by Oracle as Oracle
Express Dataserver/Sales Analyzer products to The Dun & Bradstreet
Corporation or any successor thereto;
B. Sublicense Oracle Express Programs to A.C. Nielsen Company, any
subsidiary of A.C. Nielsen as specified on the Subsidiary Attachment
attached hereto (which may be updated by Oracle from time to time
upon notice to the Alliance Member), Efficient Market Services,
Inc., or any successor thereto; and
C. Sublicense the Oracle Express Programs for use in a timesharing
business.
The Alliance Member shall indemnify Oracle for all claims, damages, or
losses arising from any violation of this Section.
Other than the addition of the provisions above, the terms and conditions
of the Addendum remain unchanged and in full force and effect.
The Effective Date of this Attachment shall be 5/31/98.
<TABLE>
<CAPTION>
<S> <C>
Executed by the Alliance Member: Executed by Oracle Corporation:
Authorized Signature: /s/ Mike Chamberlain Authorized Signature: /s/ Jeff M. Rosado
-------------------- ------------------
NaName: Mike Chamberlain Name: Jeffrey M. Rosado
Title: President Title: Manager, Alliances Sales Support
</TABLE>
<PAGE>
A.C. NIELSEN CO. SUBSIDIARIES EXHIBIT
AS OF JANUARY 31, 1997
<TABLE>
<CAPTION>
STATE OR JURISDICTION
NAME OF INCORPORATION:
- ---- -------------------
<S> <C>
A.C. Nielsen Company Delaware
A.C. Nielsen (Argentina) S.A. Delaware
Control Publicitario S.A. Argentina
IPSA S.A. Argentina
IPSA Nielsen Argentina S.A. Argentina
A.C. Nielsen Ges.mbH Austria
CMIS Coordinierte Management Informations
Systeme Ges MbH Austria
ANR Piackutato Kft. Hungary
A.C. Nielsen Company (Belgium) S.A. Belgium
A.C. Nielsen Corporation & Co. SNC Belgium
A.C. Nielsen do Brasil Ltda. Brazil
Compnhia Brasileira de Pesquisa a Analise Brazil
ACNielsen Canada Holding Ltd. Canada
ACNielsen Company of Canada Limited Canada
Nielsen Korea Limited Korea
A.C. Nielsen Chile Limitada Chile
A.C. Nielsen Chile S.A. Chile
A.C. Nielsen de Colombia S.A. Colombia
Nielsen del Ecuador S.A. Ecuador
ANR Amer nielsen Research Limited Cyprus
AIM Nielsen A/S Denmark
AIM Farmstat Aps Denmark
Teollisuuden Tielopalvelu Industrial Intelligence Ltd. Oy Finland
A.C. Nielsen Finland Oy Finland
Finnpanel Oy Finland
A.C. Nielsen S.A. France
ERIM S.A. France
Panel de Gestion S.A.R.L. France
Amer-Nielsen Research Hellas S.A. Greece
A.C. Nielsen (Dublin) Limited Ireland
A.C. Nielsen of Ireland Limited Ireland
A.C. Nielsen Italia S.p.A. Italy
C.R.A. S.r.l. Italy
Telephanel S.A. Italy
SITA, Societa per gli Indici Tessile e Abbigliamento - S.r.l. Italy
Management Tools S.r.l. Italy
Nielsen Japan K.K. Japan
A.C. Nielsen (N.Z.) Limited New Zealand
AGB McNair Group Ltd. New Zealand
Media Research Services Ltd. New Zealand
Market Research (NZ) Ltd. New Zealand
ACNielsen Holdings Spain B.V. The Netherlands
N&P Holdings Spain B.V. Spain
A.C. Nielsen Company S.A. Spain
Infoadex S.A. Spain
Panel Internacional S.A. Spain
A.C. Nielsen (Nederland) B.V. The Netherlands
A.C. Nielsen Polen B.V. The Netherlands
ANR Amer Nielsen Research Sp. z.o.o. Poland
Nielsen Marketing Research spol, s.r.o. Czech Republic
Nederland Centrum voor Marketing Analyses B.V. The Netherlands
South African L.P. (no official name) South Africa
ZET-Nielsen Business Information A.S. Turkey
Nielsen Norge as Norway
A/S Norsk Reklame-Statistikk Norway
A.C. Nielsen de Panama S.A. Panama
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
A.C. Nielsen Peru S.A. Peru
Nedro-Nielsen Estudios de Mercado, Lda. Portugal
A.C. Nielsen P.R. Inc. Puerto Rico
A.C. Nielsen Singapore Pte. Ltd. Singapore
A.C. Nielsen Company AB Sweden
A.C. Nielsen Management Services S.A. Switzerland
A.C. Nielsen S.A. Switzerland
Media Focus Switzerland
ACN/PIB Partners Connecticut
Nielsen Holdings, Inc. Delaware
Nielsen Leasing Corporation Delaware
Panel International S.A. Delaware
A.C. Nielsen Company Limited England
A.C. Nielsen (Holdings) Pty. Limited Australia
A.C. Nielsen Australia Pty Limited Australia
AGB McNair Holdings Pty. Limited Australia
AGB Research Holdings Pty. Limited Australia
Tart Research Pty. Limited Australia
ABG McNair Pty. Limited Australia
McNair Anderson Assoc. Pty. Limited Australia
Marketing Insights Pty. Ltd. Australia
Nandette Pty. Limited Australia
Australian Independent Media Data Pty. Limited Australia
CZT/ACN Trademarks, L.L.C. Delaware
IMS Financial ACN Holding GmbH Germany
ACN Marketing Research Holding GmbH Germany
A.C. Nielsen GmbH Germany
A.C. Nielsen Werbeforschung S&P GmbH Germany
"P&S" Handelsbertung GmbH Germany
SRG Holdings Limited Hong Kong
SRG Management Services Limited Hong Kong
Research Consulting Services Ltd. Hong Kong
SRG China Ltd. Hong Kong
Shanghai SRG Ltd. China
SRG International (HK) Ltd. Hong Kong
SRG Research Services (HK) Ltd. Hong Kong
Survey Research Hong Kong Ltd. Hong Kong
Survey Research Asia Pacific Ltd. Hong Kong
Survey Research Taiwan Ltd. Taiwan
Survey Research Group Ltd. Hong Kong
SRG Guangzhou Ltd. China
Survey Research Group Pte. Ltd. Singapore
SRG Research Canada Ltd. Canada
D.J. Calhoun Marketing & Development Ltd. Canada
Recherches en Marketing (Quebec) Inc. Canada
P.T. SRI Nielsen Indonesia Indonesia
SRG Japan K.K. Japan
Hankook Research Company Korea
Survey Research Malysia Sdn Bhd Malaysia
Target Marketing Promotions Sdn Bhd Malaysia
Consumer Pulse Inc. Philippines
Dealer Pulse Inc. Philippines
Media Pulse Inc. Philippines
Philippine Monitoring Services Inc. Philippines
Research Philippines Unisearch INC Philippines
Survey Research Singapore Pte. Ltd. Singapore
Deemar County Ltd. Thailand
SRG International Ltd. New York
</TABLE>
<PAGE>
[GRAPHIC OMITTED]
APPLICATION SPECIFIC SUBLICENSE ADDENDUM
This document (the "Addendum") is between Oracle Corporation ("Oracle") and
the Alliance Member and shall be governed by the terms of the Oracle Alliance
Agreement between the Alliance Member and Oracle effective 5/31, 1998_ (the
"Agreement") and the terms set forth below.
1. SUBLICENSES
1.1 Sublicense Programs and Terms
The Alliance Member may only Sublicense Application Specific
Deployment Programs for which the Alliance Member has previously
acquired a Supported Development License for the applicable Designed
System. Notwithstanding any other provision of this Agreement, the
Alliance Member shall have no right to Sublicense Programs designated
as Oracle Applications Programs, Oracle Express Programs, Limited
Production Programs, or other Programs specified by Oracle from
time-to-time without the prior written consent of Oracle.
The Alliance Member shall have the right to market and grant
Sublicenses of Application Specific Deployment Programs under the
conditions set forth in the Agreement and under the following
restrictions:
A. Sublicense Application Specific Deployment Programs with the
Application Program in the Application Package for use on
Designated Systems to Sublicensees. Each copy of the
Application Specific Deployment Programs distributed shall be
for the Sublicensee's own internal use in the Territory only
on a single Designated System limited to a maximum number of
Users; and
B. Make and deliver to the Sublicensee a single copy of the
Application Specific Deployment Programs in the Application
Package for each Sublicense granted.
The Alliance Member shall use all practical means available,
both contractual and technical, to control the restricted use of each
Application Specific Deployment Program Sublicense. If a Sublicensee
uses the Application Specific Deployment Program beyond the limited
functionality described in Section 1.2 hereof, the Alliance Member or
Distributor shall immediately notify the Sublicensee of such
unauthorized use and if the Sublicensee fails to discontinue such
unauthorized use following notification either terminate the
Sublicense or forward to Oracle one hundred percent (100%) of the
applicable Full Use standard Program license fees in effect at the
time the payment is made to Oracle together with a written request by
the Sublicensee for a Full Use Program license from Oracle. Oracle
must approve, in writing, the Sublicensee's request before continued
use of the Programs by the Sublicensee shall be deemed authorized.
1.2 Application Specific Deployment Programs
For the purposes of this Addendum, "Application Specific
Deployment Program(s)" shall mean Programs which are limited to use
solely for the purpose of executing a version of the Alliance
Member's Application Package that has been modified with Full Use
Programs or Development Licenses if such version operates within the
definition of such Application Package as described in the Application
Package Attachment. Application Specific Deployment Programs may
not be used to build or modify reports or applications. "Full Use
Programs" shall mean unaltered versions of the Programs with all
functions intact.
<PAGE>
1.3 Value-Added Package
For the purposes of this Addendum, "Application Program(s)"
shall mean the Alliance Member's value-added application software,
described in the attached Application Package Attachment with which
the Application Specific Deployment Programs are to be coupled.
"Application Package(s)" shall mean the Application Specific Deployment
Programs coupled with the Application Programs. For purposes of the
Agreement, the Application Program shall be regarded as the Alliance
Member's Value-Added Package.
1.4 Trial Sublicenses
The Alliance Member and its Distributors shall be entitled to
grant, at no charge, up to a maximum combined total of ten (10)
temporary Trial Sublicenses of the Application Package at any one
time. Such Sublicenses shall be for evaluation purposes only and
shall be for a period not to exceed thirty (30) days. The Alliance
Member shall pay Oracle Sublicense fees for any Trial Sublicenses in
excess of thirty (30) days. Each such Trial Sublicense shall be
Sublicensed under a Sublicense agreement which provides for such
trial use.
1.5 Distributors
Oracle grants the Alliance Member the right to appoint third
parties ("Distributors") to market and Sublicense the Application
Specific Deployment Programs in the Territory, under the terms of the
Agreement and this Addendum. However, Distributors shall have no
right to make copies of the Programs for Sublicensing and shall
obtain all such Programs from the Alliance Member. Each Distributor
shall execute a written agreement with the Alliance Member binding
the Distributor to provisions substantially similar to those
contained in Sections 2.3, 2.4, 2.5, 5.1, 5.2, 6.1, 6.3, 6.4, 6.5,
7.2.D, 7.5, 8.1, 8.2, 8.3, 8.5, 8.7, 8.9, 8.10, and 8.11 of the
Agreement and to those contained in Sections 1 (except 1.5), 3, 4, 5,
and 6 of this Addendum. Each obligation of the Alliance Member under
such provisions shall also be applicable to each Distributor. Each
Distributor agreement shall also contain any other provisions
necessary for the Alliance Member to satisfy its commitments under
the Agreement. The Alliance Member shall notify Oracle promptly in
writing of the appointment of each such Distributor.
In addition, the Alliance Member shall keep executed Distributor
agreements and records of the Distributor information required under
the Alliance Member's Sublicense reports, and shall allow Oracle to
inspect such information as specified under the Agreement. The
Alliance Member will defend and indemnify Oracle against all damages
to Oracle caused by the Distributors' failure to include the required
contractual terms set forth in Section 2.3.B of the Agreement in each
Sublicense agreement. The Alliance Member agrees to enforce the terms
of its Distributor agreements required under this Section so as to
effect a timely cure of any Distributor breach, and to notify Oracle
of any known breach of such terms.
<PAGE>
1.6 Documentation
The Alliance Member shall be responsible for providing
documentation for Sublicensees. The Alliance Member shall have the
right to incorporate portions of the Documentation into the Alliance
Member's documentation, subject to the provisions of Section 8.2 of
the Agreement.
2. SUBLICENSE FEES
2.1 Sublicense Fees and Rate
For each copy of the Programs Sublicensed by the Alliance Member
or its Distributor in the Application Package, the Alliance Member
agrees to pay Oracle a Sublicense fee equal to forty five percent
(45%) of the applicable license fee for each such Program, as
specified in the applicable Price List and Alliance Member Price List
supplement to such Price List in effect at the time the applicable
Programs are Sublicensed.
As further specified in Section 6 of this Addendum, Sublicense
fees shall be due and payable within twenty (20) days of the last day
of each month. The Alliance Member shall not be relieved of its
obligation to pay Sublicense fees owed to Oracle by the nonpayment of
such fees by the Sublicensee.
On or after each anniversary during the Term of this Addendum,
Oracle may amend the Sublicense fee percentage rate set forth above
based on Oracle's then-current standard Sublicense fee percentage
rate schedule and the actual amount of sublicense fees received by
Oracle hereunder.
2.2 Price List for Sublicenses
Notwithstanding any other provision of the Agreement, the
applicable Price List for determining Sublicense fees shall be the
standard Price List in effect at the time the Application Package is
Sublicensed.
Notwithstanding any other provision of this Agreement, if the
Alliance Member issues a written Sublicense quote and such quote is
accepted by the applicable Sublicensee, for a period of ninety (90)
days after the date of submission of the quote to the Sublicensee,
the Sublicense fee applicable to the Programs identified in the quote
shall be based on the Price List in effect on such date.
2.3 Users
The Sublicense fees for a Program shall be based and priced on
the applicable User Level for the maximum number of Users for such
Program, as specified in the Price List. The Alliance Member shall
have the right to Sublicense Programs on any User basis specified in
the Price List in effect at the time the applicable Program is
Sublicensed.
3. TERM
This Addendum shall become effective on the Effective Date of
this Addendum and shall be valid for three (3) years (the "Term")
from the Effective Date, unless terminated as provided in the
Agreement. Any renewal of this Addendum shall be subject to
renegotiation of terms and fees.
<PAGE>
Unless the expiration or termination is for default by the
Alliance Member, the Alliance Member may continue using the release
of the Programs then in the Alliance Member's possession on the
Designated Systems for which Development Licenses were granted,
solely for the purpose of continuing technical support for
Sublicenses granted prior to termination. Such continued use of the
Programs shall be subject to all the provisions of this Agreement,
including, without limitation, payment of the Technical Support Fees
specified herein.
4. TERRITORY
The Alliance Member shall have the right to market and grant
Sublicenses of Programs in the United States only (the "Territory").
5. TECHNICAL SUPPORT
5.1 Technical Support for Sublicensees
A. Installation
The Alliance Member or its Distributors will be responsible for
any assistance needed to install the Application Package at
Sublicensee sites.
B. Sublicensing Support
The Alliance Member is responsible for providing all technical
support, training and consultations to its Sublicensees and
Distributors. In consideration of the payments specified in Section
5.2, the Alliance Member shall have the right to use the Oracle
Technical Support services acquired for its Supported Development
Licenses to provide technical support services to its Sublicensees as
further set forth in the Agreement. The Alliance Member shall
continuously maintain Oracle Technical Support services for the
Development Licenses during which the Alliance Member provides
technical support services to any Sublicensees. Any questions from
the Alliance Member's Sublicensees or Distributors will be referred
by Oracle to the Alliance Member.
5.2 Technical Support Fees
For Technical Support services for Sublicensees, each year the
Alliance Member agrees to pay Oracle annual Technical Support Fees
for each Application Specific Deployment Program Sublicensed under this
Addendum, a previous Alliance Member Addendum, or previous
distribution agreement between the parties hereto where the
Sublicensee received technical support services for such Application
Specific Deployment Program during the applicable support period from
the Alliance Member. If the Sublicensee has not continuously
maintained Technical Support services from the earlier of the date
of Sublicense or the date of shipment, the Alliance Member shall be
required to reinstate lapsed Technical Support services for the
applicable Sublicense at the fees set forth in this Section.
Annual Technical Support Fees for a Program shall be equal to
the applicable Technical Support Percentage Rate specified below,
corresponding to the highest Technical Support Services level
specified below for any Development License used under this Addendum,
of the cumulative Sublicense fees accrued to Oracle for a Sublicensed
Program supported by the Alliance Member.
Technical Support Technical Support
Services Level Percentage Rate
-------------- ---------------
Bronze 16%
Silver 19%
Gold 26%
2
<PAGE>
In addition, the Alliance Member shall pay reinstatement charges to
reinstate lapsed Technical Support services at an amount equal to the
applicable Technical Support Percentage Rate specified above,
corresponding to the highest Technical Support Services level
specified below for any Development License used under this Addendum,
of the cumulative Sublicense fees accrued to Oracle for the
Sublicensed Program multiplied by the number of years for which
Technical Support services have lapsed. For example, if the period of
lapse was 2.5 years, the Alliance Member has acquired Bronze
Technical Support services for its Development Licenses in the
Technical Support renewal year, and the original Sublicense fee for
the Program was $100, then the reinstatement fee would be calculated
as follows: 16 X $100 X 2.5.
Upon December 31 of each year, the Alliance Member shall
provide Oracle a report setting forth all of the Alliance Members'
Sublicenses and those Sublicensed Programs which were supported by
the Alliance Member during the calendar year. The report shall also
include the applicable Technical Support Fees and reinstatement fees
due and payable to Oracle for such calendar year. The Alliance Member
shall provide Oracle with payment of all Technical Support Fees and
reinstatement fees for such calendar year required under the
applicable December 31 report with such report in the form of a check
made out in the amount of such fees. All Technical Support Fees paid
to Oracle are noncancelable and nonrefundable.
On or after each anniversary during the Term of this Addendum,
Oracle may amend the Technical Support Percentage Rates set forth
above based on Oracle's then-current standard Technical Support
percentage rate schedule.
6. SUBLICENSE REPORTS
Within twenty (20) days of the last day of each and every month,
the Alliance Member shall send Oracle a report detailing for that
month:
A. For each Sublicensed Application Package shipped during the prior
month, Sublicensee name, address, make/model and operating system of
the Designated System, date of shipment, Application Specific
Deployment Programs shipped, maximum number of licensed Users,
whether the Sublicense is a Trial Sublicense, and total Sublicense
fees and Technical Support Fees due to Oracle;
B. For each Application Program licensed to end-users to be used with
previously installed software licensed by Oracle in conjunction with
the Application Program, Sublicensee name, address, make/model and
operating system of the computer, and date of installation; and
C. The Distributor agreements executed during the prior month,
including names and addresses of the Distributors.
The Alliance Member shall require its Distributors to report
this information to the Alliance Member on a monthly basis and will
include it in the report for the month in which the Alliance Member
received the information. The Alliance Member shall provide Oracle
with payment of all fees required under the monthly report with such
report in the form of a check made out in the amount of such fees.
7. ADDITIONAL LICENSES
During the Term, the Alliance Member may order production
release versions of Oracle off-the-shelf Programs available as
production release as of the Effective Date of this Addendum and
listed on the Price List in effect as of such date. The license fee
for Development Licenses shall be equal to Oracle's standard list
license fees in effect when an order is placed. The Alliance Member
shall have the right to order Programs for use as Marketing Support
Licenses at no further charge to the Alliance Member. The Alliance
Member may obtain Technical Support services from Oracle for such
Programs under Oracle's applicable Technical Support fees and
policies in effect when such services are ordered.
<PAGE>
The Effective Date of this Addendum shall be 5/31/1998
---------------------------------
<TABLE>
<CAPTION>
Executed by the Alliance Member: Executed by Oracle Corporation:
<S> <C>
Authorized Signature: /s/ Mike Chamberlain Authorized Signature: /s/ Jeffrey M. Rosado
-------------------- ---------------------
Name: Mike Chamberlain Name: Jeffrey M. Rosado
----------------------------------- -----------------------------------
TiTitle: President Title: Manager, Alliances Sales Support
----------------------------------- -----------------------------------
</</TABLE>
ORACLE
Oracle Corporation
500 Oracle Parkway
Redwood Shores, CA 94065
(415) 506-7000
Oracle is a registered trademark of Oracle Corporation.
7-97
3
<PAGE>
AMENDMENT ONE
to the
APPLICATION SPECIFIC SUBLICENSE ADDENDUM
to the
ORACLE ALLIANCE AGREEMENT
between
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
and
ORACLE CORPORATION
This document ("Amendment One") amends the Application Specific Sublicense
Addendum between the Alliance Member and Oracle dated May 31, 1998 (the
"Addendum"). The Addendum and this Amendment One are governed by the Oracle
Alliance Agreement between the Alliance Member and Oracle dated May 31, 1998,
1998 (the "Agreement").
The Agreement is hereby amended as follows:
1. Throughout the entire Addendum, replace "Deployment" with Full Use".
2. In Section 1.1, add the following to the end of the first sentence:
"such consent shall not be unreasonably withheld. Oracle will provide
sixty (60) days notice of such action unless as otherwise required by
law."
3. Delete the wording in Section 1.2 and replace it with the following:
"For the purposes of this Addendum, "Application Specific Full Use
Program(s)" shall mean Programs which shall be limited to using and
developing in conjunction with the Alliance Member's Application Program.
Each Application Specific Full Use Program licensed under this Addendum
may only be used with the Application Program and may not be used with
other application programs. The Sublicensee may not use the Application
Specific Full Use Programs to create any additional applications, or for
any purpose other than implementation, modification, and support of the
Application Program. The Sublicensee may use the Application Specific
Full Use Programs to customize the Application Program as required,
including changing forms through the use of SQL* Forms and creating and
altering tables that the Application Program uses. The Application
Specific Full Use Program Sublicensee may not use the Programs to expand
the Application Program beyond the scope provided and supported by the
Alliance Member. "Full Use Programs" shall mean unaltered versions of the
Programs with all functions intact."
4. In the second and third sentences of Section 1.4, delete the words
"thirty (30)" and replace them with the words "ninety (90)."
5. In the 6th line of the 2nd paragraph of Section 1.5, add "upon reasonable
notice to the Alliance Member" after "Agreement."
6. Add the following to the end of Section 1.6:
"The Alliance Member can make copies of the Documentation equal to the
number of Sublicensees for distribution to its Sublicensees or make
unlimited copies for incorporation into its documentation, or may
<PAGE>
purchase additional copies of Documentation from Oracle at a forty
percent (40%) discount off of the price for such Documentation set forth
in the applicable Oracle Price List in effect at the time the
Documentation is purchased."
7. In the second paragraph of Section 2.1, delete the first sentence and
replace with the following:
"As further specified in Section 6 of this Addendum, Sublicense fees
shall be due and payable within thirty (30) days of the last day of the
month in which the Sublicense was granted, except as specified
immediately below."
Delete the third paragraph in its entirety.
Add the following as a new 3rd paragraph:
The Alliance Member may alternatively order Application Specific Full Use
Programs to be inventoried by Alliance Member and later sublicensed, as
necessary, to a Sublicensee. In this instance, Alliance Member will
specify on the Order Form that the Programs are to be placed in inventory
and shall pay only a mutually agreed media charge until a Sublicense is
granted with respect to such Programs. When a previously inventoried
program is Sublicensed by Alliance Member, it shall pay such Sublicense
fees as set forth above and in Section 6 of this Addendum. In addition to
the above, the Alliance Member may, at its discretion, make copies of the
Programs for distribution to Sublicensees.
8. Delete the second paragraph of Section 2.2 and replace it with the
following:
"In addition, the terms of Section 8.14 (Price Protection) of the
Agreement shall be incorporated by reference as if fully set forth
herein."
9. In Section 3, replace "three (3) years" with "five (5) years."
Add the following as a new second sentence:
"Oracle will provide Alliance Member with six (6) months prior written
notice before the end of year three (3) and six (6) months before the end
of year four (4) of its intention (if any) to increase the Sublicense
Fees for year four (4) and year five (5) of the Term of this Addendum."
10. In Section 3, add the following as a new last paragraph:
"Upon the termination or expiration of this Agreement, unless the
Alliance member's Development Licenses are terminated for cause
hereunder, the Alliance Member may continue to receive Technical Support
from Oracle for such Development Licenses, including upgrades, under the
fees and policies which then generally apply to Oracle's alliance
member's at large. In addition, upon the termination of this agreement or
expiration of this Agreement for reasons other than for the Alliance
Member's material breach of one or more of the terms relating to the
Alliance Member's rights and obligations with respect to the grant of and
payment for Sublicenses hereunder, the Alliance Member may continue to
provide technical support for all Sublicenses granted prior to expiration
or termination of this Agreement. Such Technical Support may be purchased
by the Alliance Member following termination under the fees and policies
which then generally apply to Oracle's alliance member's at large."
<PAGE>
11. Delete the wording in Section 4 and replace it with the following:
"The Alliance Member shall have the right to market and
grant Sublicenses of Programs with the Integrated System in all
countries worldwide (the "Territory"), subject to the terms of this
Section. Oracle may from time to time deny the Alliance Member the
right to Sublicense in certain countries in the Territory in order to
protect Oracle's interests if, in the reasonable opinion of Oracle's
counsel, such countries (i) do not provide adequate protection for
Oracle's proprietary rights through copyright, trade secret, patent,
or other laws; or (ii) have laws or regulations or the government has
committed acts which in the opinion of Oracle's counsel, are injurious
to Oracle's interests in the Programs. Such restriction shall apply
to all members of Oracle's Alliance Program. In the event that Oracle
does place a restriction on certain countries in the Territory,
Oracle will allow the Alliance Member to complete any business
transaction it has with such restricted country within sixty (60)
days of such notification.
The Alliance Member acknowledges that the Programs are subject to
export controls imposed on Oracle and the Alliance Member by the U.S.
Export Administration Act, United States Departments of Commerce,
Treasury, and State regulations and directives, and other United States
law ("Export laws"). The Alliance Member certifies that neither the
Programs nor any direct product thereof are (i) exported, directly or
indirectly, in violation of Export laws; or (ii) are intended to be used
for any purposes prohibited by the Export laws, including, without
limitation, nuclear, chemical, or biological weapons proliferation.
Furthermore, the Alliance Member shall not transfer the Programs outside
of the territory for which the Alliance Member has Sublicense rights
under this Agreement.
The Alliance Member warrants that it will not grant
Sublicenses in or ship any Programs to a country until it has
completed all necessary government formalities in such country and
upon reasonable request by Oracle, the Alliance Member provides
evidence of completion of such formalities to Oracle. The Alliance
Member will indemnify Oracle for any losses, costs, liability, and
damages incurred by Oracle as a result of a failure by the Alliance
Member to comply with the necessary government requirements in any
country. The obligations under this Section shall survive the
expiration or termination of this Addendum. Upon Oracle's reasonable
request, the Alliance Member shall make records available to Oracle
to allow to confirm the Alliance Member's compliance with this
Section."
12. In the second sentence of Section 5.1 B, after the words "Oracle
Technical Support services" add the following:
", as stated in the Technical Support Attachment to this Addendum,"
13. Delete the first two paragraphs of Section 5.2 and replace them with the
following:
"For Technical Support services for Sublicensees, each year the
Alliance Member agrees to pay Oracle annual Technical Support Fees
for each Application Specific Full Use Program Sublicensed under this
Addendum where the Sublicensee received technical support services
for such Application Specific Full Use Program during the applicable
support period from the Alliance Member. Alliance Member shall only
be responsible for paying a pro rata portion of the Technical Support
Fees for those Sublicensees who only receive support for a partial
year. Annual Technical Support Fees for a Program shall be equal to
the applicable Technical Support Percentage Rate specified below of
the Sublicense fees accrued to Oracle for the period specified below
during which a Sublicensed Program is supported by the Alliance
Member.
<PAGE>
Technical Support Technical Support
Services Level Percentage Rate
-------------- ---------------
Silver %
Year 1 7.5%
Year 2 7.5%
Year 3 8.0%
Year 4 9.0%
Year 5 10%
If the Sublicensee has not continuously maintained Technical Support
services from the earlier of the date of Sublicense or the date of
shipment, the Alliance Member shall be required to reinstate lapsed
Technical Support services for the applicable Sublicense at the fees set
forth in this Section."
Delete the first sentence of the second paragraph and replace with the
following:
"On each anniversary during the Term of this Addendum, the
Alliance Member shall provide to Oracle a report setting forth all
the Alliance Members Sublicenses and those Sublicensed Programs which
were supported by the Alliance Member for the year following the
prior anniversary."
Also, delete the third sentence and replace with the following:
"The Alliance Member shall provide Oracle with payment of all
Technical Support Fees, for the year following the prior anniversary,
required under the applicable anniversary report with such report in
the form of a check made out in the amount of such fees. All
Technical Support Fees paid to Oracle are noncancelable and
nonrefundable."
In the third paragraph delete the first two lines and replace with
the following: "On or after the fifth (5th) anniversary date of the
Effective Date of this Addendum,".
14. In the first paragraph of Section 6, replace "twenty days (20)" with
"thirty (30)".
15. In Section 6.A, after the words "due to Oracle" insert the following:
", with such fees being payable as specified in Section 5 of this
Addendum"
16. Delete the body of Section 7 in its entirety and replace with the
following:
"The Alliance Member shall have the right to order Programs for
use as Marketing Support Licenses at no further charge to the
Alliance Member."
Subject to the modifications herein, the Addendum and the Agreement shall
remain in full force and effect.
The Effective Date of this Agreement One is May 31, 1998.
SYSTEMS & COMPUTER ORACLE CORPORATION
TECHNOLOGY CORPORATION
By: Mike Chamberlain By: Jeffrey M. Rosado
-------------------- ---------------------
Name: Mike Chamberlain Name: Jeffrey M. Rosado
--------------------- ----------------------
Title: President Title: Manager, Alliances Sales Support
--------- --------------------------------
<PAGE>
Technical Support Attachment
ORACLE TECHNICAL SUPPORT SERVICES
Technical Support Fees
Technical Support fees are due and payable in advance of the term of Support.
Reinstatement Fees
In the event Technical Support services lapse or were never originally
procured, a reinstatement fee shall be assessed upon commencement of Technical
Support, such fee shall be subject to Oracle's policies in effect when
Technical Support is ordered. Oracle currently calculates Reinstatement Fees
from the date that the Technical Support services lapse (or the license order
date if the program licenses were not previously supported) to the date that
the technical support services are renewed based on the list Bronze support
fees in Oracle's US Price List in effect at the time the Technical Support
services are ordered.
Support Programs
Oracle Bronze Support
Oracle Bronze Support includes:
o Real Time Telephone Technical Assistance
o 5:00 a.m. to 6:00 p.m. (Pacific Time), Monday through Friday
o Problem solving, bug reporting, documentation clarification,
technical guidance
o Program updates
o Patches and fixes
o General maintenance releases
o Documentation updates
o Support System dial-in access
o Quarterly Support newsletter
o Mail server access
o Read/Write access to Electronic Mail over the Internet
o Technical Assistance Requests can be opened, closed or updated
o General Communication with Oracle Worldwide Support
o SupportNotes(TM) - Oracle Book based CD-ROM repository of technical
information
o Oracle Electronic Support - Read/Write access to Oracle's
private Support Forum on CompuServe**
** Customers will need to register with CompuServe to obtain CompuServe
access. This service will be offered in the United States only.
Oracle Silver Support
Oracle Silver Support includes Oracle Bronze Support plus the following:
o Real Time Telephone Technical Assistance
o Toll-free 800 number
o 24 hours a day/7 days a week
o SupportNotes(TM) - Oracle Book based CD-ROM repository of technical
information
o Management reports - Faxed upon request
o Proactive Alerts
o Contain known problem and problem resolution information
o Proactively faxed as applicable
Oracle Gold Support
Oracle Gold Support (for which a minimum fee applies) includes Oracle Silver
Support plus the following:
o Priority Reactive Support
o Accountant Management
o Communication channels between Oracle and customer
o Status reports to customer and management
o Regular account reviews with customer
o Conduct all proactive planning activities
o Some first-line support
o Foundation Proactive Services
o Patch Planning
o Version/Release Planning
o Alerts
<PAGE>
The following Basic, Standard, and Extended Support packages are no longer
available for new support contracts.
Basic Annual Support
Basic Annual Support includes:
o Telephone Technical Assistance
o 5:00 a.m. to 6:00 p.m. (Pacific Time) Monday through Friday
o Problem solving, bug reporting, documentation clarification,
technical guidance
o Program updates and associated documentation
o Support System dial-in access
o Log/Update/Review TARs
o Review Bugs
o Access Support Bulletin Board
o Quarterly Support newsletter
Standard Support
Standard Support includes Basic Support plus the following:
o Telephone Technical Assistance - 24 hours a day/7 days a week
Extended Support
Extended Support includes Standard Support plus the following:
o Toll-free 800 number
Information Customers Need When Calling Support
Before Support can begin work on any problem, information about the nature and
location of the problem is required. Whenever a call is placed to the hotline,
the following information should be provided:
o The Customer Support Identification (CSI) number or PC registration
number
o The area code and phone number listed under the CSI number
o Operating system (including version) on which Oracle Programs are
installed
o The Oracle product component and its version number the call concerns.
Support questions involve product components -- that is, constituent parts
of an Oracle product. For example, with the ORACLE kernel, Customer
receives components such as RDBMS, IMP, EXP, SQL*Loader and SQL*Forms.
o The relevant Program version(s)
o Any Program error number that appeared
o Brief description of the problem
o Severity of the problem. Oracle Worldwide Support classifies problems
according to how they impact the Customer's business. See list below for
explanation of Technical Assistance Request (TAR) Severity Levels.
Technical Assistance Request (TAR) Severity Levels
The chart below lists standard Technical Assistance Request Severity Levels.
Oracle Worldwide Customer Support responds to TARs based on Severity Level.
Severity Level
Severity 1
Critical Business Impact
Customer's work, regardless of the environment or product usage, is stopped or
so severely impacted that the customer cannot reasonably continue to work.
Severity 2
Severe Business Impact
Customer's work is continuing (not stopped) however there is a serious impact
on the customer's productivity and/or service levels.
Severity 3
Minor Business Impact
The customer's work regardless of the environment or product usage, has minor
loss of services or resources.
Severity 4
No Business Impact
Customer is in full working mode - there is no work being impeded at the time
- - information is requested but has no impact on the operation of the prproducts.
TARs are logged and tracked in Support's Support System. Response will be
given to the Customer by telephone and logged directly into the
problem-tracking system. The Customer may dial-in to track the progress of
their TAR at any time.
Support's response may include a written response, patch tape, supplementary
documentation, a temporary means of circumventing the problem pending a new
release, or other correctional aids.
<PAGE>
Customer CPU Support Identification (CSI) Number
Customers shall receive a CSI Number upon purchasing Oracle Technical Support
services.
The CSI number identifies the Customer with respect to the following
information:
o Company Name and Address
o Product Set and Version
o Support Level and Duration
o Operating System
o Technical Contact Information
Worldwide Customer Support uses the CSI number to identify the Customer's
Support contract when a Customer calls the Support Hotline or uses
dials-in access.
Technical Support Liaison ("Technical Contact")
Customers shall designate one (1) primary and two (2) backup Customer
employees ("Technical Contacts") to serve as liaisons with Oracle Worldwide
Customer Support. The designated "Technical Contact" is the sole liaison
between technical support and Customers for all product support and shall be
based on the Customer site. Customer may elect to add Technical Contacts for
an additional fee.
To assure uninterrupted Technical Support service, customers must notify
Client Relations at (415) 506-1500, option 9, whenever Technical Contact
responsibilities are transferred to another individual.
Updates
"Update" means a subsequent release of the Program which Oracle generally
makes available for Program licenses at no additional license fee other than
media and handling charges, provided Customer has ordered Technical Support
for such licenses for the relevant time period. Update shall not include any
release, option or future product which Oracle licenses separately.
Terms of Support
Oracle Worldwide Customer Support's technical assistance is limited to
licenses, products, and platforms that are fully supported and to problems
which are demonstrable in the current release of the licensed program, running
unaltered on the proper hardware configuration. Current release information is
posted on-line.
Technical Support for older versions of Oracle products or for non-Oracle
products is subject to additional fees.
These Technical Support policies are Oracle's current policies and are
subject to change at Oracle's discretion.
Termination
Customer may terminate technical support at any time by notifying Oracle in
writing at least thirty (30) days before the desired date of termination.
Technical Support shall be terminated upon receipt of such notice. On
termination, Oracle shall refund the unused portion of technical support fees
paid by the Customer for the licenses for the allocable period for which
technical support is terminated.
Phone Numbers and Address Information
Customer Support Hotline
(For Technical Support, Non-Technical Support, and Support Sales information)
415-506-1500
Technical Support Dial-in Number
RTSS Dial-in 415-598-9350
Technical Support Address
Oracle Worldwide Technical Support
500 Oracle Parkway
Box 659313
Redwood Shores, CA 94065
<PAGE>
APPLICATION PACKAGE ATTACHMENT
Name of Application Programs which the Alliance Member will be Sublicensing
under the Agreement (may not contain the trademarks "Oracle" or "Ora" or any
portion thereof):
SCT Education Systems Product Descriptions
for
Oracle Partnership Agreement
Banner2000(TM)
Banner2000 Student -- This solution fuses administrative and academic
functions for a complete business solution. Users focus on enrollment
management objectives, while prospects, students, and faculty enjoy secure
access to their information to apply, register, pay, grade, and advise.
Banner2000 Student features these key modules: Course Catalog, Class Schedule,
General Person, Events Management, Faculty Load, Recruiting, Admissions,
General Student, Registration, Location Management & Housing, Accounts
Receivable, Academic Records/Transfer Articulation, Degree Audit.
Banner2000 Finance -- Higher education needs a fund accounting solution that
supports Generally Accepted Accounting Principles (GAAP) as defined by FASB
and GASB. The economic environment places increased emphasis on cost
containment, research accounting, and grant funding. Banner2000 Finance was
designed exclusively for this unique environment. Its embedded workflow
management, simplified reporting, and executive query tools manage day-to-day
financial operations and free users to access and analyze critical financial
information. The key modules of Banner2000 Finance include General Ledger,
Fixed Assets, Purchasing, Cost Accounting, Accounts Payable, Accounts
Receivable, Stores Inventory, Investment Management, and Budget Development.
Banner2000 Financial Aid -- With Banner2000 Financial Aid, institutions stay
ahead of the regulatory curve to take advantage of the electronic transfer of
information. SCT's ongoing support of industry initiatives lets institutions
choose how to manage financial aid, streamline financial aid operations, and
meet enrollment objectives. Banner2000 Financial Aid includes these integrated
functions: Applicant Record Creation, Funds Management, Requirements Tracking,
Disbursement, Budgeting, Loan Processing, Need Analysis, Verification, Student
Employment, Award History/Transcripts, EDE, Reporting, and Packaging.
Banner2000 Human Resources/Payroll -- In higher education, human resources
administration is more than payroll, employment, compensation, and benefits.
Position control, tenure, deferred pay, work-study, and regulatory
requirements further define information system needs. Banner2000 Human
Resources/Payroll addresses the complexities of higher education in the
context of core human resources functions and adds value to the institution's
business with built-in workflow. Its 11 comprehensive modules include
Applicant Tracking, Position Management, Employment Administration, Personnel
Services Budgeting, Compensation Administration, Time & Attendance Reporting,
Employee Relations Administration, Payroll Calculation, Payroll Adjustments &
History, Health & Safety Administration, and Benefits Administration.
Banner2000 Alumni/Development -- This solution gives the institution a rich
repository of information about constituents, from their days as students to
their lives today, for building strong and lasting relationships, mining
institutional gold, and competing successfully for dollars. Its key modules
include Constituents, Prospect Management, Organizations, Solicitor
Organization, Membership, Campaigns, Events, Designations, and Gift & Pledge
Processing.
Loan Management System -- SCT's Loan Management System gives institutions the
confidence to adhere to federal regulatory and due diligence requirements,
eliminate the high costs associated with third-party servicers, and increase
collections. LMS serves as the central repository for the institution's loan,
consolidated billing, and collection data. Developed specifically for higher
<PAGE>
education administrators, the system offers timely billing and complete due
diligence capabilities, helping institutions lower default rates,
significantly reduce collection costs, and increase annual collections by as
much as 20 percent. LMS can be fully integrated with Banner2000(TM) systems to
minimize record keeping and add a level of efficiency and data integrity while
activating security levels to protect confidential information.
Banner2000 CAPP(TM) -- This curriculum, advising, and program planning
solution offers flexible student tracking toward a degree, certificate, or
diploma. Banner2000 CAPP gives users freedom in defining academic requirements
online and evaluating academic progress.
Banner2000 Web for Students -- Banner2000 Web for Students delivers timely
information in a way that today's students and prospects know and love. Using
hypertext links to navigate system screens, students gain self-service access
to course catalogs, class schedules, online registration, grades, admissions,
account balances, financial aid, address verification, and transcripts. It
provides students with secure World Wide Web access to information in a
familiar format.
Banner2000 Web for Faculty & Advisors -- This solution puts information on
instructional activities in the hands of those responsible for managing the
process. Using hypertext links to navigate system screens, faculty and
advisors gain self-service access to mid-term and final grading, course
rosters and waitlists, student registration, biographic information, campus
directories, faculty schedules, employment history, course catalog, and class
schedules. Banner2000 Web for Faculty & Advisors enables faculty to grade and
advise on their own schedules -- on campus or at home -- with easy, secure
access to the administrative data they need.
Banner2000 Web for Employees -- This solution goes beyond enabling users to
elect benefits for open enrollment. Using hypertext links to navigate system
screens, employees and job applicants can accomplish these HR tasks and more:
update tax exemption information, benefits, directory profiles, and
miscellaneous biographic information; and view payroll and job history,
paychecks/direct deposit stubs, leave history, year-end tax statement, and
flexible spending account activity. Banner2000 Web for Employees transforms
employees into a virtual HR staff.
Banner2000 Web for Executives -- Banner2000 Web for Executives is the source
of strategic information for the enterprising executive. It provides key
benchmarking data about the institution's performance for analyzing internal
practices, measuring effectiveness of business processes, assessing costs of
current activities, and comparing data with general trends across the
industry. A one-stop shop for all executive-level information, Banner2000 Web
for Executives furnishes key performance indicators (KPI), or detailed lists
of measurements that the institution considers vital to monitoring and
evaluating strategies. Using familiar, intuitive Web technology, executives
view KPIs tailored to the institution's requirements.
Banner2000 Web for Alumni -- With Banner2000 Web for Alumni, constituents can
access the Banner2000 administrative database through the World Wide Web. This
removes staff from the burden of answering routine questions via phone and
mail, and frees them to focus on more strategic activities that promote the
institution. At the same time, constituents enjoy an easy, efficient
connection to all the functions they need to become and remain regular
contributors to the institution: communications, membership, events, career
opportunities, voluntary support, and volunteer opportunities.
Banner2000 Voice Response -- This solution enables institutions to reach out
to their customers and provide improved services, without increasing staff.
With Banner2000 Voice Response (VR), students can check their admissions
status, register for courses, and inquire about their financial aid -- all by
themselves, at any time of day or night, from any Touch-tone phone. Banner2000
VR Student and Banner2000 VR Financial Aid are integrated solutions for direct
student access to information and transactions. They provide consistent
answers to students' questions, eliminate long waiting lines, reduce data
entry time, and provide an additional level of service to students.
<PAGE>
Banner2000 Kiosk -- This solution provides a service center or help desk in
highly traveled places on or off campus -- for example, the student union or a
popular shopping mall. Students can walk up to the kiosk and get answers to
their questions at any time, day or night. They gain access to information
about admission and decision status, financial aid awards, course
availability, registration, account balances and payment options, schedules,
grades, transcripts, and campus maps.
EDI.Smart(TM) -- This solution is available today and is in production on
college and university campuses. It offers full EDI translation-level support
for more than 270 transaction sets and supports standalone systems, LANs,
Internet FTP and SMTP protocols, and EDIFACT standards. Also, EDI.Smart
includes a Wizard to simplify creation of external interfaces. A desktop
computer-based solution, EDI.Smart runs with any SCT Education Systems
administrative software. Developed to expedite a range of activities,
EDI.Smart supports ANSI ASC X12 standard transaction sets, including academic
transcripts, enrollment certification, applications for admission, and
purchase orders.
Strategic Enrollment Management -- Strategic Enrollment Management -- and the
SAS(R) engine that serves as its foundation -- summarizes and transforms
Banner2000(TM) data to support both point-in-time and longitudinal analysis.
Users explore and identify critical trends for the institution, model critical
business relationships, forecast outcomes based on history, evaluate options,
and take action. No other product puts the pieces together as completely and
as quickly as Strategic Enrollment Management. And no other product provides
such an easy window to information-centric analysis and planning.
Banner Object:Access(TM) -- This solution provides application -independent,
ststandardized business logic so that the information requested is exactly what
is delivered through the user's choice of access method. The Banner
Object:Access architecture presents information in functional categories for
effective reporting.
SCT Aspire(TM) for Banner2000 -- An integrated distance education solution,
SCT Aspire for Banner2000 incorporates best practices in electronic student
services and distance education as well as online registration, course deliver
and management, advising, and skills/competency assessment capabilities. The
foundation of this solution's architecture is Banner2000 and its net-centric,
enterprise-wide business processes.
Banner2000 Imaging for Student -- This solution enables users across the
enterprise to streamline work processes by scanning, annotating, reviewing,
and filing documents electronically. Banner2000 Imaging for Student supports
admissions, registration, faculty, and billing functions. All popular scanning
devices are supported.
Banner2000 Imaging for Finance -- With this solution, users in accounts
payable can query finance imaging records utilizing search fields and database
functions. They can review or annotate images, add documents to the imaging
system, and electronically file documents into finance folders. All popular
scanning devices are supported.
Banner2000 Imaging for Financial Aid -- This solution speeds and streamlines
the decision-making process within financial aid administration by enabling
users to scan financial aid documents such as award letters, tax returns,
institutional applications, verification worksheets, and loan applications.
With Banner2000 Imaging for Financial Aid, users can query records by
utilizing search fields and database functions. They can review and annotate
images as well as add documents to the imaging system. All popular scanning
devices are supported.
Banner2000 Imaging for Human Resources -- Banner2000 Imaging for Human
Resources is one more step toward maximizing employee empowerment and
self-service. Department search committees, for example, can scan resumes,
attach the scanned document to a Banner2000 applicant, and route to faculty.
Supervisors can find the same convenience in handling performance reviews. All
popular scanning devices are supported.
<PAGE>
Banner2000 Imaging for Alumni/Development -- With Banner2000 Imaging for
Alumni/Development, users streamline development operations by querying
records, reviewing images, annotating online documents, and filing document
electronically. All popular scanning devices are supported.
SCT Workflow -- This solution automates, simplifies, measures, directs, and
manages the flow of information through the enterprise. It effectively teams
processes, information, and people by offering key advantages: effective
dating, a graphical business process modeler, metrics, and access from SCT's
popular "Web for . . . " products.
<PAGE>
Plus2000(TM)
Plus2000 Student Information System (SIS) -- Plus2000 SIS is the proven and
informed choice to support student information management. It features nine
key modules: Shared Components, Admissions, Registration, Student Records,
Billing/Receivables, Degree Audit & Advising (On Course), Housing, Voice
Response, and Financial Aid Management. Plus2000 SIS gives institutions
unparalleled advantages in records processing and strategic management. It
enables users to quickly process and provide grades and use up-to-the-minute
data to effectively counsel students. The system's special On Course(TM)
feature improves advisory capabilities, and its Financial Aid Management (FAM)
module automates the entire financial aid process.
Plus2000 Financial Aid Management (FAM) -- FAM interfaces with the Plus2000 SIS
Billing, Admissions, and Student Records modules. Also, incorporated into the
FAM module is the College Scholarship Service's (CSS(R)) Packaging Aid
Resource System (PARS), and Institutional Need Analysis System (INAS). To
support enrollment objectives, SCT also provides an annual Early Financial Aid
Release, for Early Decision Processing, and the CSS PROFILE(TM). Annual
regulatory updates for FAM and CSS keep you up-to-date in support of your
compliance requirements. With FAM, institutions gain assurance of efficient
operations and effective service levels in the following areas of financial
aid processing: Establishing financial aid funds, processing aid applications,
tracking document requirements, establishing student budgets, awarding aid,
authorizing disbursements, monitoring student eligibility, verifying
application data, processing special funds, and fund management & reporting.
Loan Management System -- This solution gives institutions the confidence to
adhere to federal regulatory and due diligence requirements, eliminate the
high costs associated with third-party servicers, and increase collections.
LMS serves as the central repository for the institution's loan, consolidated
billing, and collection data. Developed specifically for higher education
administrators, the system offers timely billing and complete due diligence
capabilities, helping institutions lower default rates, significantly reduce
collection costs, and increase annual collections by as much as 20 percent.
Plus2000 Financial Records System (FRS) -- Plus2000 FRS enables institutions
to achieve superior cash management by helping them track cash resources and
manage assets with maximum efficiency. Plus2000 FRS maintains software in
compliance with FASB and GASB guidelines. Institutions can use Plus2000 FRS
alone or integrated with the Plus2000 Human Resources System for an added
level of efficiency, productivity, and data integrity. Plus2000 FRS provides
five key modules: Financial/Grant Accounting, Purchasing, Fixed Assets,
Accounts Payable, and Budget Development.
Plus2000 Human Resources System (HRS) -- Plus2000 HRS features six
comprehensive modules: Position & Budget Control, Benefits & Deductions
Management, Payroll Processing, Personnel Management, Labor Distribution &
Accounting Control, and Applicant Tracking/Processing. Plus2000 HRS provides a
wide array of applicant-tracking features that enable institutions to
automatically match an applicant's skills to a position's requirements. With
Plus2000 HRS, users can administer and report on institutional practices and
policies in the key areas of employment, compensation, benefits, and position
control/budgeting. Comprehensive payroll components of Plus2000 HRS provide
flexibility for timely and accurate payrolls of any size, whether users are
producing checks, complying with tax and other regulatory requirements, or
meeting multiple payroll schedules simultaneously.
Plus2000 Alumni/Development System (ADS) -- SCT's Plus2000 Alumni/Development
System (ADS) offers superior control of giving and development programs by
helping institutions build a constituency, cultivate relationships, plan and
monitor campaigns, and conduct fund accounting, pledge tracking, and gift
processing. Plus2000 ADS, the proven and informed choice to support
institutional advancement, features six key modules: Constituent Management;
Relationship Cultivation; Campaign Management; Membership Management; Pledge,
Payment, Gift Management; and Financial History.
<PAGE>
Plus2000 Web for Students -- Plus2000 Web for Students delivers timely
information in a way that today's students and prospects know and love. Using
hypertext links to navigate system screens, students gain self-service access
to: course catalogs, class schedules, online registration, grades, admissions,
account balances, financial aid, address verification, and transcripts. It
provides students with secure World Wide Web access to information in a
familiar format.
Plus2000 Web for Faculty & Advisors -- This solution puts information on
instructional activities in the hands of those responsible for managing the
process. Using hypertext links to navigate system screens, faculty and
advisors gain self-service access to final grading, course rosters and
waitlists, student registration, biographic information, campus directories,
faculty schedules, course catalog, and class schedules. Plus2000 Web for
Faculty & Advisors enables faculty to grade and advise on their own schedules
- -- on campus or at home -- with easy, secure access to the adadministrative data
they need.
Plus2000 Web for Employees -- This solution goes beyond enabling users to
elect benefits for open enrollment. Using hypertext links to navigate system
screens, employees and job applicants can accomplish these HR tasks and more:
update tax exemptions; view deductions, earnings, pay stubs, job history,
paychecks, and leave balances; and update biographic information. Plus2000 Web
for Employees transforms employees into a virtual HR staff.
Plus2000 Web for Executives -- Plus2000 Web for Executives is the source of
strategic information for the enterprising executive. It provides key
benchmarking data about the institution's performance for analyzing internal
practices, measuring effectiveness of business processes, assessing costs of
current activities, and comparing data with general trends across the
industry. A one-stop shop for all executive-level information, Plus2000 Web
for Executives furnishes key performance indicators (KPI), or detailed lists
of measurements that the institution considers vital to monitoring and
evaluating strategies. Using familiar, intuitive Web technology, executives
view KPIs tailored to the institution's requirements.
Plus2000 Web for Alumni -- With Plus2000 Web for Alumni, constituents can
access the Plus2000 administrative database through the World Wide Web. This
removes staff from the burden of answering routine questions via phone and
mail, and frees them to focus on more strategic activities that promote the
institution. At the same time, constituents enjoy an easy, efficient
connection to all the functions they need to become and remain regular
contributors to your institution: communications, membership, events, career
opportunities, voluntary support, and volunteer opportunities.
Plus2000 Voice Response (VR) -- With Plus2000 VR, students can check their
admissions status, register for courses, and inquire about their financial aid
- -- all by themselves, at any time of day or night, from any Touch-tone phphone.
Voice Response (VR) Student and Financial Aid is an integrated solution for
colleges and universities to provide direct student access to information and
transactions. A cost-saving solution, VR frees personnel in the various
offices from answering routine questions. Just as important, it provides
consistent answers to students' questions, eliminates long waiting lines,
reduces data entry time, and provides an additional enhanced level of service
to students. SCT has partnered with three leading providers of interactive
voice processing systems -- TouchNet Information Systems, EPOS Corporation,
and Brite Voice Systems (formally Perception Technology Corporation). These
partnerships have resulted in joint development of a Voice Response solution
that is truly integrated with Plus2000 Student and Financial Aid applications.
Plus2000 Imaging for SIS -- This solution enables users across the enterprise
to streamline work processes by scanning, annotating, reviewing, and filing
documents electronically. Plus2000 Imaging for Student supports admissions,
registration, faculty, and billing functions. All popular scanning devices are
supported.
Plus2000 Imaging for FRS -- With this solution, users in accounts payable can
query finance imaging records utilizing search fields and database functions.
They can review or annotate images, add documents to the imaging system, and
electronically file documents into finance folders. All popular scanning
devices are supported.
<PAGE>
Plus2000 Imaging for HRS -- Plus2000 Imaging for Human Resources is one more
step toward maximizing employee empowerment and self-service. Department
search committees, for example, can scan resumes, attach the scanned document
to a Plus2000 applicant, and route to faculty. Supervisors can find the same
convenience in handling performance reviews. All popular scanning devices are
supported.
Plus2000 Imaging for ADS -- With Plus2000 Imaging for Alumni/Development,
users streamline development operations by querying records, reviewing images,
annotating online documents, and filing document electronically. All popular
scanning devices are supported.
Plus2000 Housing -- A robust, full-featured application, Housing in Plus2000
SIS enables institutions to deliver optimal customer service to those looking
for a home on campus. With Plus2000 Housing, institutions gain the advantage
of accelerated response time, improved success rates, flexible billing, and
the potential to honor special requests.
Plus2000 Kiosk -- This solution provides a service center or help desk in
highly traveled places on or off campus -- for example, the student union or a
popular shopping mall. Students can walk up to the kiosk and get answers to
their questions at any time, day or night. They gain access to information
about admission and decision status, financial aid awards, course
availability, registration, account balances and payment options, schedules,
grades, transcripts, and campus maps.
EDI.Smart -- This solution is available today and is in production on college
and university campuses. It offers full EDI translation-level support for more
than 270 transaction sets and supports standalone systems, LANs, Internet FTP
and SMTP protocols, and EDIFACT standards. Also, EDI.Smart includes a Wizard
to simplify creation of external interfaces. A desktop computer-based
solution, EDI.Smart runs with any SCT Education Systems administrative
software. Developed to expedite a range of activities, EDI.Smart supports ANSI
ASC X12 standard transaction sets, including academic transcripts, enrollment
certification, applications for admission, and purchase orders.
Strategic Enrollment Management -- Strategic Enrollment Management summarizes
and transforms Plus2000(TM) data to support both point-in-time and
longitudinal analysis. Users explore and identify critical trends for the
institution, model critical business relationships, forecast outcomes based on
history, evaluate options, and take action. No other product puts the pieces
together as completely and as quickly as Strategic Enrollment Management. And
no other product provides such an easy window to information-centric analysis
and planning.
Plus2000 GUI -- Plus2000 GUI provides access to administrative applications
either from the desktop or from a Web browser running over an intranet. In
addition, it supports the ability to provide a character-based interface for
users requiring that option. Complete with tools to aid configuration and
customization, Plus2000 GUI represents a technology breakthrough for Plus2000
solutions.
FOCUS Express for Plus2000 -- This solution provides users with immediate,
direct access to Plus2000 application databases, a multitude of pre-formatted
reports, and additional reporting capabilities such as label processing.
SCT Aspire for Plus2000 -- An integrated distance education solution, SCT
Aspire for Plus2000 incorporates best practices in electronic student services
and distance education as well as online registration, course deliver and
management, advising, and skills/competency assessment capabilities.
Other
SCT Aspire (for Commerce) -- This is an enterprise solution for authoring,
administering, and managing the deliver of online learning. Users can set up
courses for online registration, define the types of users, run standard
reports, and track learners' activities. Learners can select and pay for
courses online, take the courses immediately, and communicate with instructors
by e-mail, bulletin boards, and discussion forums.
<PAGE>
SCT Government Systems Product Descriptions
for
Oracle Partnership Agreement
BANNER(R) PRODUCTS:
Banner Courts
- -------------
AnAn advanced case and financial management system for courts of all
jurisdictions, Banner Courts tracks cases and their participants from start to
finish. Banner uses sophisticated Oracle(R) and SQL database technology and an
architecture based upon user-defined codes and rules. Banner Courts is
comprised of four systems: Civil, Criminal, Juvenile, and Traffic. This
specialization allows courts at all jurisdictional levels to collect data and
establish process routines for specific case types.
The Banner Courts Civil Case Management System is a fully integrated, online
administrative system that provides a broad range of functions including
docketing, case tracking and management, accounts receivable and cashiering,
scheduling and calendars, and document management, as well as standard and ad
hoc query and reporting capabilities for civil courts.
The Banner Courts Criminal Case Management System is a fully integrated,
online administrative system that provides a broad range of functions
including docketing, case tracking and management, accounts receivable and
cashiering, scheduling and calendars, and document management, as well as
standard and ad hoc query and reporting capabilities for criminal courts.
The Banner Courts Juvenile Case Management System is a fully integrated,
online administrative system that provides a broad range of functions
including docketing, case tracking and management, accounts receivable and
cashiering, scheduling and calendars, and document management, as well as
standard and ad hoc query and reporting capabilities for family courts.
The Banner Courts Traffic Case Management System is a fully integrated, online
administrative system that provides a broad range of functions including
docketing, case tracking and management, accounts receivable and cashiering,
scheduling and calendars, and document management, as well as standard and ad
hoc query and reporting capabilities for traffic courts.
The Banner Extended Case Information System for Courts Module enables courts
to process and maintain information related to evidence and file tracking,
bail and bonds, and service documents.
The Banner Accounting Management for Courts Module enables the user to process
detailed accounting information related to court cases including accounts
payable, general ledger interface, and check reconciliation.
Banner Cash Receipts
- --------------------
BaBanner Cash Receipts is an innovative solution for governments looking to
improve fee collection management. Its relational database technology and
broad functionality help streamline cumbersome transactions. Banner Cash
Receipts can be integrated with other Banner systems to reduce data entry
redundancy and errors. Employees are able to enter information faster, and
need only do so once. Integration with cash drawers and printers--directly
from the desktop--simplifies cashiers' work and enables them to focus on
providing superior customer service.
<PAGE>
Banner Records Indexing
- -----------------------
BaBanner Records Indexing is an invaluable tool for managing public records and
improving workflow. Its six integral functions address the issues that are key
to simplifying document management: recording and receipting, indexing and
verification, searching and data retrieval, remote/internet access to
documents, accounts receivable, and document imaging. These features are
adaptable to an organization's policies and procedures.
Banner Occupational Tax and License
- -----------------------------------
ThThe Banner Occupational Tax & License System is an administrative application
that automates the collection of occupational taxes, business licenses,
permits, and fees.
Banner Property Tax
- -------------------
ThThe Banner Property Tax System performs all the basic functions of property
tax assessment, calculation, billing, collections, and distributions. It
handles real property, personal property, manufactured homes, and motor
vehicles.
Banner Finance
- --------------
BaBanner Finance's embedded workflow management, simplified reporting, and
executive query tools manage day-to-day financial operations and free users to
access and analyze critical financial information. The key modules of
Banner2000 Finance include General Ledger, Fixed Assets, Purchasing, Cost
Accounting, Accounts Payable, Accounts Receivable, Stores Inventory,
Investment Management, and Budget Development.
Banner HR
- ---------
BaBanner Human Resources/Payroll includes 11 comprehensive modules: Applicant
Tracking, Position Management, Employment Administration, Personnel Services
Budgeting, Compensation Administration, Time & Attendance Reporting, Employee
Relations Administration, Payroll Calculation, Payroll Adjustments & History,
Health & Safety Administration, and Benefits Administration.
PSAS PRODUCTS:
Note: All PSAS products operate on the IBM AS/400 in native mode.
PSAS Financial
- --------------
ThThe PSAS2000 Financial system includes the Budgeting/Accounting, Fixed Assets,
Stores Inventory Control, Accounts Receivable, Business Licenses and Fees, and
Cash Receipts applications. Smooth integration between applications provides a
comprehensive, efficient, and accurate financial system. PSAS2000
Budgeting/Accounting is the core of the PSAS Financial system. Designed
specifically for government, it is an integrated accounts payable,
multiple-fund general ledger, and financial reporting system. Its features
include project accounting and budgetary accounting and control.
PSAS Utility Customer Accounting
- --------------------------------
ThThe PSAS Utility Customer Accounting (UCA) system takes the headaches out of
billing, collection, accounting, and service order management. Designed for
both public and private utilities, it accommodates a variety of services and
provides a detailed history of consumption, charges, payments, and
adjustments. UCA provides complete control over service deposits, handles
delinquent accounts, and helps automate service order processing.
PSAS Payroll
- ------------
PSPSAS Payroll automatically calculates gross pay, deductions, benefits, taxes,
and net pay. It calculates, prints, and reconciles checks for salaried,
hourly, and contract employees. It tracks personnel information through
user-defined fields and maintains pay rates, tax tables, and employee benefit
and deduction calculations online. It automatically distributes labor and
benefits costs to accounts and projects in PSAS Budgeting/Accounting, and it
handles the concurrent preparation of payrolls for multiple payroll
frequencies.
PSAS Records Indexing
- ---------------------
PSPSAS Records Indexing enables government organizations to record, manage, and
retrieve vast quantities of documents--quickly and accurately. It also
generates a variety of required reports, such as document indexes,
verification and document control listings, and fee collection audit reports.
With the PSAS Records Indexing System, governments can provide better service
without increasing staff, and generate greater revenue. PSAS Records Indexing
can be integrated with other SCT applications such as Cash Receipts, Accounts
Receivable, Remote Access, and Document Imaging to offer a complete solution
for the archival process.
<PAGE>
SCT Manufacturing & Distribution Systems Product Descriptions
for
Oracle Partnership Agreement
SCT's ADAGE is an object-oriented, graphical ERP solution with a special
emphasis on the process and hybrid manufacturing and distribution industries.
ADAGE employs a series of dynamic workflows composed of industry-specific
objects and business rules, rather than traditional software modules, that
model key business processes across the supply chain.
The 5 main Business Processes included in ADAGE are Manage the Enterprise,
Order to Cash, Procure to Pay, Plan to Produce and Design to Deploy. Manage
the Enterprise provides businesses visibility across their entire supply chain
and extended enterprise by managing inventory, financials, costs, and multiple
locations. Order to Cash includes order entry, customer management, order
fulfillment and management of receivables. Procure to Pay helps businesses
manage their suppliers, procurement of goods and services, logistics and
payables. The business process of Plan To Produce provides the ability to
forecast demand, generate plans, handle plan execution, and output
certification. The last major business process, Design to Deploy, incorporates
product research, quality management, product development, and process
development.
<PAGE>
SCT Utility Systems Product Descriptions
for
Oracle Partnership Agreement
BANNER's flexible tools, client/server approach, Oracle (R) capabilities and
Graphical User Interface (GUI) technology bring unprecedented functionality to
the utility industry.
BANNER CMS
Customer Management System -- The Customer Management System suite of products
provides capabilities to meet every aspect of handling customer needs and
providing top-notch customer service. Customer accounts are linked to
virtually every function needed to ensure satisfaction.
BANNER CIS
Customer Information System -- The heart of the customer management system,
CIS provides complete site-specific control over customer accounts and
provides a powerful, comprehensive system for delivering customer service. CIS
acts as the hub for other BANNER products affecting customer transactions. The
system's flexibility of design allows immediate access to customer information
- -- including account details, onsite inventory, requested services and aa
multitude of other details -- and the automatic interchange of information
about the customer with other modules streamlines account service. The system
supports any number of services -- metered or unmetered -- and offers
customers flexible options while allowing utilities to maintain tight control
over account details. CIS permits smooth integration of creating service
orders, entering readings, posting payments, producing bills and maintaining
customer service at levels customers have come to expect.
BANNER CCS
Customer Contact System -- This module works independently or in conjunction
with CIS to maintain complete customer contact records while simplifying
recordkeeping. It also allows automatic CSR notification during customer
contacts. In addition to providing ongoing records of contacts with customers,
it allows CSRs to access customer histories at the touch of a button, saving
time for customers and utility personnel. The opportunities for additional
marketing made possible by the automatic notification features enhance both
the utility's reputation for customer service and the opportunities for
additional revenues.
BANNER EWQ
The Electronic Work Queue System interacts with CIS to schedule tasks for
fulfilling Electronic Work Queue System customer service requests, allowing
assignment of individuals or groups and updating them as appropriate. The
comprehensive tracking of personnel assigned and the progress toward
completion, by group or by individual, allows utilities to schedule work more
efficiently and maintain complete control over workflow. Centralizing tasks in
"folders" with full tracking capabilities takes advantage of a wide range of
tools that simplify the completion of work assignments.
BANNER Customer Target+ (TM)
Customer Target+ extends the CIS customer database with information to design,
execute and manage marketing programs to qualified customers. The additional
customer information that assists in targeted marketing efforts can be
captured and used in conjunction with existing customer information without
disturbing normal workflow.
The system interacts with CSR screens for immediate enrollment of qualified
customers and manages mass communications for additional marketing efforts.
The ability to pinpoint the right customers and position those products and
services that best meet their needs brings utility marketing to a higher
level.
BANNER Customer Web Access
This cutting-edge product enables utilities to establish more than merely a
"presence on the web." Web Access gives utilities a new avenue of
communications with customers and provides new levels of
<PAGE>
customer service. Based on Oracle(R) Webserver technology, this product allows
two-way communication with customers through a World Wide Web site. Web Access
ensures that customers can obtain account information in a secure environment,
and enjoy other informational services at low personnel costs to the utility.
In addition, automated updating of utility records (such as signing up for
marketing programs) can be performed according to utility-defined rules.
BANNER Customer ELink (TM)
For customers who have contracted with other utilities for electric service,
BANNER Customer ELink manages billing through the CIS. In addition to
providing precise usage calculation with a detailed profile of line losses,
the system manages the calculation of bills, usage and nominations with a high
degree of accuracy to ensure that revenues are stable and correct.
Supply Chain/Utilities
The BANNER Supply Chain Suite of products brings powerful efficiency to those
utility operations that customers almost never see: the behind-the-scenes flow
of labor, materials, fuels and planning that make the difference between
smooth operations and chaos.
BANNER FMS
Fuels Management System -- The Fuels Management System manages all aspects of
non-nuclear fuels purchasing, transportation, usage and planning, including
sophisticated contract modeling and management. The capabilities of the system
reduce the labor involved in tracking and coordinating fuels distribution,
while increasing accountability and efficiency. Further, the system eases the
burden of complying with increasing regulatory issues and helps utilities gain
greater control over contract negotiations and costs.
BANNER MMS
Materials Management System -- This system manages the planning and
forecasting, inventory and stores control, requisitioning, purchasing and
accounts payable for materials used in the day-to-day operations of utilities.
It provides managers with an effective tool to increase efficiency by
providing real-time information and sophisticated tools to maintain control
over the physical needs of the utility. MMS ensures that transactions with
vendors are handled accurately and to the advantage of the utility.
BANNER IMS
Operating independently or in conjunction with the Materials Management
System, the Inventory Management System IMS manages job costing, distribution,
purchasing, planning and forecasting, replenishment, approval, materials
tracking and accounting for inventory used in jobs performed for customer
service. IMS enables utilities to maintain optimum inventory levels, resulting
in reduced costs, reduced waste and balanced inventory locations.
BANNER Material Catalog+.
This powerful cataloging system for materials and inventory is used as a
component in both the Inventory Management and Materials Management Systems.
It can also be used as a stand-alone product, integrated with existing
systems. BANNER's user-defined classifications help organize material for
maximum productivity. A central repository of data enables the user to employ
a number of search strategies. The emphasis on flexibility in designating
inventory makes the system adaptable to the methods in which utilities work,
while allowing all users to deal with inventory in an easy to understand
style.
BANNER Requisitioning and Purchasing
This module automates and streamlines the complex chore of tracking
requisitions, from original requisition requests through final payment of
invoices. By linking to vendor information, it also allows flexibility in
cutting costs and improving the efficiency of the purchasing process.
<PAGE>
BANNER WMS
Work Management System -- BANNER WMS is a sophisticated system for managing
capital projects, operations and maintenance, including project design,
initiation, scheduling, tracking, maintenance scheduling, work completion
reporting and closing. The system integrates with other BANNER systems,
including Electronic Work Queue and existing accounting systems. Complete,
real-time access to work status and tracking of projected versus actual
results gives managers the ability to improve performance and increase
effectiveness.
SCT's newest information management solution is designed to help utilities
compete in a deregulated environment. Built around the premier BANNER Customer
Management System suite, SCT SinglePoint Solutions (TM) also offers the full
range of services that utilities require to succeed in these new business
conditions. SCT takes care of the operations that each client chooses to
outsource, enabling utilities to dedicate their resources to enhancing core
strengths and satisfying customers.
Description of Application Packages: See the Application Programs specified
above, which will be coupled with one or more of the Programs.
<PAGE>
[GRAPHIC OMITTED]
ORACLE EXPRESS PROGRAM SUBLICENSE ATTACHMENT
TO APPLICATION SPECIFIC SUBLICENSE ADDENDUM
This document (the "Attachment") is between Oracle Corporation ("Oracle") and
the Alliance Member and shall be governed by the terms of the Application
Specific Sublicense Addendum between the Alliance Member and Oracle effective
5/31, 1998, (the "Addendum") and the terms set forth below.
The parties hereto agree to amend the Addendum as follows:
1. Under the terms and conditions of the Addendum and this Attachment, the
Alliance Member shall have the right to market and grant Sublicenses of
Application Specific Oracle Express Programs for installation and use in
the United States only. The term "Oracle Express Programs" shall mean
Programs which are designated solely as Oracle Express database software
by Oracle, and shall not include any Oracle Express application software.
2. Notwithstanding any other provision of the Addendum, for each Application
Specific Oracle Express Program Sublicensed by the Alliance Member, the
Alliance Member agrees to pay Oracle a Sublicense fee equal to forty-five
percent (45%) of the applicable license fee for each such Program, as
specified in the applicable Price List (as defined in the Addendum) and
Business Alliance Program Price List supplement to such Price List in
effect at the time the applicable Programs are Sublicensed to a
Sublicensee.
3. Oracle is subject to certain restrictions with respect to the
distribution of Oracle Express Programs, and the Alliance Member's
distribution of the Oracle Express Programs shall be consistent with such
limitations. Notwithstanding any other provision of this Attachment, the
Addendum or the Agreement, the Alliance Member and its Distributors shall
not:
A. Sublicense Oracle Express Programs designated by Oracle as Oracle
Express Dataserver/Sales Analyzer products to The Dun & Bradstreet
Corporation or any successor thereto;
B. Sublicense Oracle Express Programs to A.C. Nielsen Company, any
subsidiary of A.C. Nielsen as specified on the Subsidiary Attachment
attached hereto (which may be updated by Oracle from time to time
upon notice to the Alliance Member), Efficient Market Services, Inc.,
or any successor thereto; and
C. Sublicense the Oracle Express Programs for use in a timesharing
business.
The Alliance Member shall indemnify Oracle for all claims, damages, or
losses arising from any violation of this Section.
Other than the addition of the provisions above, the terms and conditions of
the Addendum remain unchanged and in full force and effect.
The Effective Date of this Attachment shall be 5/31, 1998.
<TABLE>
<CAPTION>
Executed by the Alliance Member: Executed by Oracle Corporation:
<S> <C>
Authorized Signature: /s/ Mike Chamberlain Authorized Signature: /s/ Jeffrey M. Rosado
Name: Mike Chamberlain Name: Jeffrey M. Rosado
Title: President Title: Manager, Alliances Sales Support
</TABLE>
1-96
<PAGE>
A.C. NIELSEN CO. SUBSIDIARIES EXHIBIT
AS OF JANUARY 31, 1997
<TABLE>
<CAPTION>
STATE OR JURISDICTION
NAME: OF INCORPORATION:
- ----- -------------------
<S> <C>
A.C. Nielsen Company Delaware
A.C. Nielsen (Argentina) S.A. Delaware
Control Publicitario S.A. Argentina
IPSA S.A. Argentina
IPSA Nielsen Argentina S.A. Argentina
A.C. Nielsen Ges.mbH Austria
CMIS Coordinierte Management Informations
Systeme Ges MbH Austria
ANR Piackutato Kft. Hungary
A.C. Nielsen Company (Belgium) S.A. Belgium
A.C. Nielsen Corporation & Co. SNC Belgium
A.C. Nielsen do Brasil Ltda. Brazil
Compnhia Brasileira de Pesquisa a Analise Brazil
ACNielsen Canada Holding Ltd. Canada
ACNielsen Company of Canada Limited Canada
Nielsen Korea Limited Korea
A.C. Nielsen Chile Limitada Chile
A.C. Nielsen Chile S.A. Chile
A.C. Nielsen de Colombia S.A. Colombia
Nielsen del Ecuador S.A. Ecuador
ANR Amer nielsen Research Limited Cyprus
AIM Nielsen A/S Denmark
AIM Farmstat Aps Denmark
Teollisuuden Tielopalvelu Industrial Intelligence Ltd. Oy Finland
A.C. Nielsen Finland Oy Finland
Finnpanel Oy Finland
A.C. Nielsen S.A. France
ERIM S.A. France
Panel de Gestion S.A.R.L. France
Amer-Nielsen Research Hellas S.A. Greece
A.C. Nielsen (Dublin) Limited Ireland
A.C. Nielsen of Ireland Limited Ireland
A.C. Nielsen Italia S.p.A. Italy
C.R.A. S.r.l. Italy
Telepanel S.A. Italy
SITA, Societa per gli Indici Tessile e Abbigliamento - S.r.l. Italy
Management Tools S.r.l. Italy
Nielsen Japan K.K. Japan
A.C. Nielsen (N.Z.) Limited New Zealand
AGB McNair Group Ltd. New Zealand
Media Research Services Ltd. New Zealand
Market Research (NZ) Ltd. New Zealand
ACNielsen Holdings Spain B.V. The Netherlands
N&P Holdings Spain B.V. Spain
A.C. Nielsen Company S.A. Spain
Infoadex S.A. Spain
Panel Internacional S.A. Spain
A.C. Nielsen (Nederland) B.V. The Netherlands
A.C. Nielsen Polen B.V. The Netherlands
ANR Amer Nielsen Research Sp. z.o.o. Poland
Nielsen Marketing Research spol, s.r.o. Czech Republic
Nederland Centrum voor Marketing Analyses B.V. The Netherlands
South African L.P. (no official name) South Africa
ZET-Nielsen Business Information A.S. Turkey
Nielsen Norge as Norway
A/S Norsk Reklame-Statistikk Norway
A.C. Nielsen de Panama S.A. Panama
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STATE OR JURISDICTION
NAME: OF INCORPORATION:
- ----- -------------------
<S> <C>
A.C. Nielsen Peru S.A. Peru
Nedro-Nielsen Estudios de Mercado, Lda. Portugal
A.C. Nielsen P.R. Inc. Puerto Rico
A.C. Nielsen Singapore Pte. Ltd. Singapore
A.C. Nielsen Company AB Sweden
A.C. Nielsen Management Services S.A. Switzerland
A.C. Nielsen S.A. Switzerland
Media Focus Switzerland
ACN/PIB Partners Connecticut
Nielsen Holdings, Inc. Delaware
Nielsen Leasing Corporation Delaware
Panel International S.A. Delaware
A.C. Nielsen Company Limited England
A.C. Nielsen (Holdings) Pty. Limited Australia
A.C. Nielsen Australia Pty Limited Australia
AGB McNair Holdings Pty. Limited Australia
AGB Research Holdings Pty. Limited Australia
Tart Research Pty. Limited Australia
ABG McNair Pty. Limited Australia
McNair Anderson Assoc. Pty. Limited Australia
Marketing Insights Pty. Ltd. Australia
Nandette Pty. Limited Australia
Australian Independent Media Data Pty. Limited Australia
CZT/ACN Trademarks, L.L.C. Delaware
IMS Financial ACN Holding GmbH Germany
ACN Marketing Research Holding GmbH Germany
A.C. Nielsen GmbH Germany
A.C. Nielsen Werbeforschung S&P GmbH Germany
"P&S" Handelsbertung GmbH Germany
SRG Holdings Limited Hong Kong
SRG Management Services Limited Hong Kong
Research Consulting Services Ltd. Hong Kong
SRG China Ltd. Hong Kong
Shanghai SRG Ltd. China
SRG International (HK) Ltd. Hong Kong
SRG Research Services (HK) Ltd. Hong Kong
Survey Research Hong Kong Ltd. Hong Kong
Survey Research Asia Pacific Ltd. Hong Kong
Survey Research Taiwan ltd. Taiwan
Survey Research Group Ltd. Hong Kong
SRG Guangzhou Ltd. China
Survey Research Group Pte. Ltd. Singapore
SRG Research Canada ltd. Canada
D.J. Calhoun Marketing & Development Ltd. Canada
Recherches en Marketing (Quebec) Inc. Canada
P.T. SRI Nielsen Indonesia Indonesia
SRG Japan K.K. Japan
Hankook Research Company Korea
Survey Research Malysia Sdn Bhd Malaysia
Target Marketing Promotions Sdn Bhd Malaysia
Consumer Pulse Inc. Philippines
Dealer Pulse Inc. Philippines
Media Pulse Inc. Philippines
Philippine Monitoring Services Inc. Philippines
Research Philippines Unisearch INC Philippines
Survey Research Singapore Pte. Ltd. Singapore
Deemar County Ltd. Thailand
SRG International Ltd. New York
</TABLE>
<PAGE>
[GRAPHIC OMITTED]
RUNTIME SUBLICENSE ADDENDUM
This document (the "Addendum") is between Oracle Corporation ("Oracle") and
the Alliance Member and shall be governed by the terms of the Oracle Alliance
Agreement between the Alliance Member and Oracle effective 5/31, 1998 (the
"Agreement") and the terms set forth below.
1. SUBLICENSES
1.1 Sublicense Programs and Terms
The Alliance Member may only Sublicense Runtime Programs for
which the Alliance Member has previously acquired a Supported
Development License for the applicable Designated System.
Notwithstanding any other provision of this Agreement, the Alliance
Member shall have no right to Sublicense Programs designated as
Oracle Applications Programs, Oracle Express Programs, Limited
Production Programs, or other Programs specified by Oracle from
time-to-time without the prior written consent of Oracle.
The Alliance Member shall have the right to market and grant
Sublicenses of Runtime Programs under the conditions set forth in the
Agreement and under the following restrictions:
A. Sublicense Runtime Programs with the Application Program in the
Application Package for use on Designated Systems to
Sublicensees. Each copy of the Runtime Programs distributed
shall be for the Sublicensee's own internal use in the
Territory only on a single Designated System limited to a
maximum number of Users; and
B. Make and deliver to the Sublicensee a single copy of the
Runtime Programs in the Application Package for each Sublicense
granted.
The Alliance Member shall use all practical means available,
both contractual and technical, to control the restricted use of each
Runtime Program Sublicense. If a Sublicensee uses the Runtime Program
beyond the limited functionality described in Section 1.2 hereof, the
Alliance Member or Distributor shall immediately notify the
Sublicensee of such unauthorized use and if the Sublicensee fails to
discontinue such unauthorized use following notification either
terminate the Sublicense or forward to Oracle one hundred percent
(100%) of the applicable Full Use standard Program license fees in
effect at the time the payment is made to Oracle together with a
written request by the Sublicensee for a Full Use Program license
from Oracle. Oracle must approve, in writing, the Sublicensee's
request before continued use of the Programs by the Sublicensee shall
be deemed authorized.
1.2 Runtime Programs
For the purposes of this Addendum, "Runtime Program(s)" shall
mean Programs which shall be limited to use solely for the purpose of
executing an unmodified standard version of the Alliance Member's
Application Program. Runtime Programs may not be used to build or
modify reports or applications. "Full Use Programs" shall mean
unaltered versions of the Programs with all functions intact.
1.3 Value-Added Package
For the purposes of this Addendum, "Application Program(s)"
shall mean the Alliance Member's value-added application software,
described in the attached Application Package Attachment with which
the Runtime Programs are to be coupled. "Application Package(s)"
shall mean the Runtime Programs coupled with the Application
Programs. For purposes of the Agreement, the Application Program
shall be regarded as the Alliance Member's Value-Added Package.
<PAGE>
1.4 Trial Sublicenses
The Alliance Member and its Distributors shall be entitled to
grant, at no charge, up to a maximum combined total of ten (10)
temporary Trial Sublicenses of the Application Package at any one
time. Such Sublicenses shall be for evaluation purposes only and
shall be for a period not to exceed thirty (30) days. The Alliance
Member shall pay Oracle Sublicense fees for any Trial Sublicenses in
excess of thirty (30) days. Each such Trial Sublicense shall be
Sublicensed under a Sublicense agreement which provides for such
trial use.
1.5 Distributors
Oracle grants the Alliance Member the right to appoint third
parties ("Distributors") to market and Sublicense the Runtime
Programs in the Territory, under the terms of the Agreement and this
Addendum. However, Distributors shall have no right to make copies of
the Programs for Sublicensing and shall obtain all such Programs from
the Alliance Member. Each Distributor shall execute a written
agreement with the Alliance Member binding the Distributor to
provisions substantially similar to those contained in Sections 2.3,
2.4, 2.5, 5.1, 5.2, 6.1, 6.3, 6.4, 6.5, 7.2.D, 7.5, 8.1, 8.2, 8.3,
8.5, 8.7, 8.9, 8.10, and 8.11 of the Agreement and to those contained
in Sections 1 (except 1.5), 3, 4, 5, and 6 of this Addendum. Each
obligation of the Alliance Member under such provisions shall also be
applicable to each Distributor. Each Distributor agreement shall also
contain any other provisions necessary for the Alliance Member to
satisfy its commitments under the Agreement. The Alliance Member
shall notify Oracle promptly in writing of the appointment of each
such Distributor.
In addition, the Alliance Member shall keep executed Distributor
agreements and records of the Distributor information required under
the Alliance Member's Sublicense reports, and shall allow Oracle to
inspect such information as specified under the Agreement. The
Alliance Member will defend and indemnify Oracle against all damages
to Oracle caused by the Distributors' failure to include the required
contractual terms set forth in Section 2.3.B of the Agreement in each
Sublicense agreement. The Alliance Member agrees to enforce the terms
of its Distributor agreements required under this Section so as to
effect a timely cure of any Distributor breach, and to notify Oracle
of any known breach of such terms.
<PAGE>
1.6 Documentation
The Alliance Member shall be responsible for providing
documentation for Sublicensees. The Alliance Member shall have the
right to incorporate portions of the Documentation into the Alliance
Member's documentation, subject to the provisions of Section 8.2 of
the Agreement.
2. SUBLICENSE FEES
2.1 Sublicense Fees and Rate
For each copy of the Programs Sublicensed by the Alliance Member
or its Distributor in the Application Package, the Alliance Member
agrees to pay Oracle a Sublicense fee equal to thirty percent (30%)
of the applicable license fee for each such Program, as specified in
the applicable Price List and Alliance Member Price List supplement
to such Price List in effect at the time the applicable Programs are
Sublicensed.
As further specified in Section 6 of this Addendum, Sublicense
fees shall be due and payable within twenty (20) days of the last day
of each month. The Alliance Member shall not be relieved of its
obligation to pay Sublicense fees owed to Oracle by the nonpayment of
such fees by the Sublicensee.
On or after each anniversary during the Term of this Addendum,
Oracle may amend the Sublicense fee percentage rate set forth above
based on Oracle's then-current standard Sublicense fee percentage
rate schedule and the actual amount of Sublicense fees received by
Oracle hereunder.
2.2 Price List for Sublicenses
Notwithstanding any other provision of the Agreement, the
applicable Price List for determining Sublicense fees shall be the
standard Price List in effect at the time the Application Package is
Sublicensed.
Notwithstanding any other provision of this Agreement, if the
Alliance Member issues a written Sublicense quote and such quote is
accepted by the applicable Sublicensee, for a period of ninety (90)
days after the date of submission of the quote to the Sublicensee,
the Sublicense fee applicable to the Programs identified in the quote
shall be based on the Price List in effect on such date.
2.3 Users
The Sublicense fees for a Program shall be based and priced on
the applicable User Level for the maximum number of Users for such
Program, as specified in the Price List. The Alliance Member shall
have the right to Sublicense Programs on any User basis specified in
the Price List in effect at the time the applicable Program is
Sublicensed.
3. TERM
This Addendum shall become effective on the Effective Date of
this Addendum and shall be valid for three (3) years (the "Term")
from the Effective Date, unless terminated as provided in the
Agreement. Any renewal of this Addendum shall be subject to
renegotiation of terms and fees.
Unless the expiration or termination is for default by the
Alliance Member, the Alliance Member may continue using the release
of the Programs then in the Alliance Member's possession on the
Designated Systems for which Development Licenses were granted,
solely for the purpose of continuing technical support for
Sublicenses granted prior to termination. Such continued use of the
Programs shall be subject to all the provisions of this Agreement,
including, without limitation, payment of the Technical Support Fees
specified herein.
<PAGE>
4. TERRITORY
The Alliance Member shall have the right to market and grant
Sublicenses of Programs in the United States only (the "Territory").
5. TECHNICAL SUPPORT
5.1 Technical Support for Sublicensees
A. Installation
The Alliance Member or its Distributors will be responsible for any
assistance needed to install the Application Package at Sublicensee
sites.
B. Sublicensing Support
The Alliance Member is responsible for providing all technical
support, training and consultations to its Sublicensees and
Distributors. In consideration of the payments specified in Section
5.2, the Alliance Member shall have the right to use the Oracle
Technical Support services acquired for its Supported Development
Licenses to provide technical support services to its Sublicensees as
further set forth in the Agreement. The Alliance Member shall
continuously maintain Oracle Technical Support services for the
Development Licenses during the period during which the Alliance
Member provides technical support services to any Sublicensees. Any
questions from the Alliance Member's Sublicensees or Distributors
will be referred by Oracle to the Alliance Member.
5.2 Technical Support Fees
For Technical Support services for Sublicensees, each year the
Alliance Member agrees to pay Oracle annual Technical Support Fees
for each Runtime Program Sublicensed under this Addendum, a previous
Alliance Member Addendum, or previous distribution agreement between
the parties hereto where the Sublicensee received technical support
services for such Runtime Program during the applicable support
period from the Alliance Member. If the Sublicensee has not
continuously maintained Technical Support services from the earlier
of the date of Sublicense or the date of shipment, the Alliance
Member shall be required to reinstate lapsed Technical Support
services for the applicable Sublicense at the fees set forth in this
Section.
Annual Technical Support Fees for a Program shall be equal to
the applicable Technical Support Percentage Rate specified below,
corresponding to the highest Technical Support Services level
specified below for any Development License used under this Addendum,
of the cumulative Sublicense fees accrued to Oracle for a Sublicensed
Program supported by the Alliance Member.
Technical Support Technical Support
Services Level Percentage Rate
-------------- ---------------
Bronze 16%
Silver 19%
Gold 26%
2
<PAGE>
In addition, the Alliance Member shall pay reinstatement charges
to reinstate lapsed Technical Support services at an amount equal to
the applicable Technical Support Percentage Rate specified above,
corresponding to the highest Technical Support Services level
specified below for any Development License used under this Addendum,
of the cumulative Sublicense fees accrued to Oracle for the
Sublicensed Program multiplied by the number of years for which
Technical Support services have lapsed. For example, if the period of
lapse was 2.5 years, the Alliance Member has acquired Bronze
Technical Support services for its Development Licenses in the
Technical Support renewal year, and the original Sublicense fee for
the Program was $100, then the reinstatement fee would be calculated
as follows: 16 X $100 X 2.5.
Upon December 31 of each year, the Alliance Member shall provide
Oracle a report setting forth all of the alliance Members'
Sublicenses and those Sublicensed Programs which were supported by
the Alliance Member during the calendar year. The report shall also
include the applicable Technical Support Fees and reinstatement fees
due and payable to Oracle for such calendar year. The Alliance Member
shall provide Oracle with payment of all Technical Support Fees and
reinstatement fees for such calendar year required under the
applicable December 31 report with such report in the form of a check
made out in the amount of such fees. All Technical Support Fees paid
to Oracle are noncancelable and nonrefundable.
On or after each anniversary during the Term of this Addendum,
Oracle may amend the Technical Support Percentage Rates set forth
above based on Oracle's then-current standard Technical Support
percentage rate schedule.
6. SUBLICENSE REPORTS
Within twenty (20) days of the last day of each and every month,
the Alliance Member shall send Oracle a report detailing for that
month:
A. For each Sublicensed Application Package shipped during the
prior month, Sublicensee name, address, make/model and operating
system of the Designated System, date of shipment, Runtime Programs
shipped, maximum number of licensed Users, whether the Sublicense is
a Trial Sublicense, and total Sublicense fees and Technical Support
Fees due to Oracle;
B. For each Application Program licensed to end-users to be used with
previously installed software licensed by Oracle in conjunction with
the Application Program, Sublicensee name, address, make/model and
operating system of the computer, and date of installation; and
C. The Distributor agreements executed during the prior month,
including names and addresses of the Distributors.
The Alliance Member shall require its Distributors to report
this information to the Alliance Member on a monthly basis and will
include it in the report for the month in which the Alliance Member
received the information. The Alliance Member shall provide Oracle
with payment of all fees required under the monthly report with such
report in the form of a check made out in the amount of such fees.
7. ADDITIONAL LICENSES
During the Term, the Alliance Member may order production
release versions of Oracle off-the-shelf Programs available as
production release as of the Effective Date of this Addendum and
listed on the Price List in effect as of such date. The license fee
for Development Licenses shall be equal to Oracle's standard list
license fees in effect when an order is placed. The Alliance Member
shall have the right to order Programs for use as Marketing Support
Licenses at no further charge to the Alliance Member. The Alliance
Member may obtain Technical Support services from Oracle for such
Programs under Oracle's applicable Technical Support fees and
policies in effect when such services are ordered.
<TABLE>
<CAPTION>
The Effective Date of this Addendum shall be 5/31/1998.
---------
<S> <C>
Executed by the Alliance Member: Executed by Oracle Corporation:
Authorized Signature: /s/ Mike Chamberlain Authorized Signature: /s/ Jeffrey M. Rosado
----------------------- ---------------------
Name: Mike Chamberlain Name: Jeffrey M. Rosado
--------------------------------------- -------------------------------------
Title: President Title: Manager, Alliances Sales Support
-------------------------------------- ------------------------------------
</</TABLE>
ORACLE
Oracle Corporation
500 Oracle Parkway
Redwood Shores, CA 94065
(415) 506-7000
Oracle is a registered trademark of Oracle Corporation.
7-97
<PAGE>
AMENDMENT ONE
to the
RUNTIME SUBLICENSE ADDENDUM
to the
ORACLE ALLIANCE AGREEMENT
between
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
and
ORACLE CORPORATION
This document ("Amendment One") amends the Runtime Sublicense Addendum between
the Alliance Member and Oracle dated _________, 1998 (the "Addendum"). The
Addendum and this Amendment One are governed by the Oracle Alliance Agreement
between the Alliance Member and Oracle dated ___________, 1998 (the
"Agreement").
Th Addendum is hereby amended as follows:
The Agreement and the Addendum are hereby amended as follows:
1. In Section 1.1, add the following as a new second sentence:
"such consent shall not be unreasonably withheld. Oracle will provide
sixty (60) days notice of such action unless as otherwise required by
law."
2. In Section 1.2, before the definition of "Full Use Programs" add the
following:
" Notwithstanding the above, a sublicensee, prior to
deploying the Application Program and updates to the Application
Program, may recompile C and COBOL programs and regenerate
Developer2000 objects only for encryption purposes to prevent
unauthorized access to a Sublicensee's sensitive data."
3. In the second and third sentences of Section 1.4, delete the words
"thirty (30)" and replace them with the words "ninety (90)."
4. Add the following to the end of Section 1.6:
"The Alliance Member can make copies of the Documentation equal to
the number of Sublicensees for distribution to its Sublicensees or
make unlimited copies for incorporation into its documentation, or
may purchase additional copies of Documentation from Oracle at a
forty percent (40%) discount off of the price for such Documentation
set forth in the applicable Oracle Price List in effect at the time
the Documentation is purchased."
5. In the second paragraph of Section 2.1, delete the first sentence and
replace with the following:
"As further specified in Section 6 of this Addendum,
Sublicense fees shall be due and payable within thirty (30) days of
the last day of the month in which the Sublicense was granted, except
as specified immediately below."
<PAGE>
Delete the third paragraph in its entirety.
Add the following as a new third paragraph:
The Alliance Member may alternatively order Runtime Programs to be
inventoried by Alliance Member and later sublicensed, as necessary,
to a Sublicensee. In this instance, Alliance Member will specify on
the Order Form that the Programs are to be placed in inventory and
shall pay only a mutually agreed media charge until a Sublicense is
granted with respect to such Programs. When a previously inventoried
program is Sublicensed by Alliance Member, it shall pay such
Sublicense fees as set forth above and in Section 6 of this Addendum.
In addition to the above, the Alliance Member may, at its discretion,
make copies of the Programs for distribution to Sublicensees.
6. Delete the second paragraph of Section 2.2 and replace it with the
following:
"In addition, the terms of Section 8.14 (Price Protection) of the
Agreement shall be incorporated by reference as if fully set forth
herein."
7. In Section 3, replace "three (3) years" with "five (5) years."
Add the following as a new second sentence:
"Oracle will provide Alliance Member with six (6) months prior
written notice before the end of year three (3) and six (6) months
before the end of year four (4) of its intention (if any) to increase
the Sublicense Fees for year four (4) and year five (5) of the Term
of this Addendum."
8. In Section 3, add the following new last paragraph:
"Upon the termination or expiration of this Agreement,
unless the Alliance member's Development Licenses are terminated for
cause hereunder, the Alliance Member may continue to receive
Technical Support from Oracle for such Development Licenses,
including upgrades, under the fees and policies which then generally
apply to Oracle's alliance member's at large. In addition, upon the
termination of this agreement or expiration of this Agreement for
reasons other than for the Alliance Member's material breach of one
or more of the terms relating to the Alliance Member's rights and
obligations with respect to the grant of and payment for Sublicenses
hereunder, the Alliance Member may continue to provide technical
support for all Sublicenses granted prior to expiration or
termination of this Agreement. Such Technical Support may be
purchased by the Alliance Member following termination under the fees
and policies which then generally apply to Oracle's alliance member's
at large."
9. Delete the wording in Section 4 and replace it with the following:
"The Alliance Member shall have the right to market and
grant Sublicenses of Programs with the Integrated System in all
countries worldwide (the "Territory"), subject to the terms of this
Section.
Oracle may from time to time deny the Alliance Member the
right to Sublicense in certain countries in the Territory in order to
protect Oracle's interests if, in the reasonable opinion of Oracle's
counsel, such countries (i) do not provide adequate protection for
Oracle's proprietary rights through copyright, trade secrets, patent,
or other laws; or (ii) have laws or regulations or the government has
committed acts which in the opinion of Oracle's counsel, are
injurious to Oracle's interests in the
<PAGE>
Programs. Such restriction shall apply to all members of Oracle's
Alliance Program. In the event that Oracle does place a restriction
on certain countries in the Territory, Oracle will allow the Alliance
Member to complete any business transaction it has with such
restricted country within sixty (60) days of such notification.
The Alliance Member acknowledges that the Programs are
subject to export controls imposed on Oracle and the Alliance Member
by the U.S. Export Administration Act, United States Departments of
Commerce, Treasury, and State regulations and directives, and other
United States law ("Export laws"). The Alliance Member certifies that
neither the Programs nor any direct product thereof are (i) exported,
directly or indirectly, in violation of Export laws; or (ii) are
intended to be used for any purposes prohibited by the Export laws,
including, without limitation, nuclear, chemical, or biological
weapons proliferation. Furthermore, the Alliance Member shall not
transfer the Programs outside of the territory for which the Alliance
Member has Sublicense rights under this Agreement.
The Alliance Member warrants that it will not grant
Sublicenses in or ship any Programs to a country until it has
completed all necessary government formalities in such country and
upon reasonable request by Oracle, the Alliance Member provides
evidence of completion of such formalities to Oracle. The Alliance
Member will indemnify Oracle for any losses, costs, liability, and
damages incurred by Oracle as a result of a failure by the Alliance
Member to comply with the necessary government requirements in any
country. The obligations under this Section shall survive the
expiration or termination of this Addendum. Upon Oracle's reasonable
request, the Alliance Member shall make records available to Oracle
to allow to confirm the Alliance Member's compliance with this
Section."
10. In the second sentence of Section 5.1B, after the words "Oracle
Technical Support" insert the following:
", as stated in the Technical Support Attachment to this Addendum,."
11. Delete the first two paragraphs of Section 5.2 and replace them with
the following:
"For Technical Support services for Sublicensees, each year the
Alliance Member agrees to pay Oracle annual Technical Support Fees
for each Runtime Program Sublicensed under this Addendum where the
Sublicensee received technical support services for such Runtime
Program during the applicable support period from the Alliance
Member. Alliance Member shall only be responsible for paying a pro
rata portion of the Technical Support Fees for those Sublicensees who
only receive support for a partial year. Annual Technical Support
Fees for a Program shall be equal to the applicable Technical Support
Percentage Rate specified below of the cumulative Sublicense fees
accrued to Oracle for the period specified below for a Sublicensed
Program supported by the alliance Member.
Technical Support Technical Support
Services Level Percentage Rate
-------------- ---------------
Silver %
Year 1 7.5%
Year 2 7.5%
Year 3 8.0%
Year 4 9.0%
Year 5 10%
<PAGE>
If the Sublicensee has not continuously maintained Technical Support
services from the earlier of the date of Sublicense or the date of
shipment, the Alliance Member shall be required to reinstate lapsed
Technical Support services for the applicable Sublicense at the fees
set forth in this Section."
Delete the first sentence of the second paragraph and replace with
the following:
"On each anniversary during the Term of this Addendum, the
Alliance Member shall provide Oracle a report setting forth all the
Alliance Members Sublicenses and those Sublicensed Programs which
were supported by the Alliance Member for the year following the
prior anniversary."
Also, delete the third sentence and replace with the following:
"The Alliance Member shall provide Oracle with payment of all
Technical Support Fees for the year following the prior anniversary
required under the applicable anniversary report with such report in
the form of a check made out in the amount of such fees. All
Technical Support Fees paid to Oracle are non-cancelable and
nonrefundable."
In the 3rd paragraph delete the first two lines and replace with the
following: "On or after the fifth (5th) anniversary date of the
Effective Date of this Addendum,."
12. In Section 6 replace "twenty (20) days" with "thirty (30) days."
13. In Section 6.A, after the words "due to Oracle" insert the following:
", with such fees being payable as specified in Section 5 of this
Addendum".
14. Delete the body of Section 7 in its entirety and replace with the
following:
"The Alliance Member shall have the right to order Programs for use
as Marketing Support Licenses at no further charge to the Alliance
Member."
Subject to the modifications herein, the Addendum and the Agreement shall
remain in full force and effect.
The Effective Date of this Agreement One is 5/31, 1998.
----
SYSTEMS & COMPUTER ORACLE CORPORATION
TECHNOLOGY CORPORATION
By: /s/ Mike Chamberlain By: /s/ Jeffrey M. Rosado
----------------------------- ----------------------------------
Name: Mike Chamberlain Name: Jeffrey M. Rosado
-------------------------- -------------------------------
Title: President Title: Manager, Alliances Sales Support
-------------------------- --------------------------------
<PAGE>
Technical Support Attachment
ORACLE TECHNICAL SUPPORT SERVICES
Technical Support Fees
Technical Support fees are due and payable in advance of the term of Support.
Reinstatement Fees
In the event Technical Support services lapse or were never originally
procured, a reinstatement fee shall be assessed upon commencement of Technical
Support, such fee shall be subject to Oracle's policies in effect when
Technical Support is ordered. Oracle currently calculates Reinstatement Fees
from the date that the Technical Support services lapse (or the license order
date if the program licenses were not previously supported) to the date that
the technical support services are renewed based on the list Bronze support
fees in Oracle's US Price List in effect at the time the Technical Support
services are ordered.
Support Programs
Oracle Bronze Support
Oracle Bronze Support includes:
o Real Time Telephone Technical Assistance
o 5:00 a.m. to 6:00 p.m. (Pacific Time), Monday through Friday
o Problem solving, bug reporting, documentation clarification, technical
guidance
o Program updates
o Patches and fixes
o General maintenance releases
o Documentation updates
o Support System dial-in access
o Quarterly Support newsletter
o Mail server access
o Read/Write access to Electronic Mail over the Internet
o Technical Assistance Requests can be opened, closed or updated
o General Communication with Oracle Worldwide Support
o SupportNotes(TM) - Oracle Book based CD-ROM repository of technical
information
o Oracle Electronic Support - Read/Write access to Oracle's
private Support Forum on CompuServe**
** Customers will need to register with CompuServe to obtain CompuServe
access. This service will be offered in the United States only.
<PAGE>
Oracle Silver Support
Oracle Silver Support includes Oracle Bronze Support plus the following:
o Real Time Telephone Technical Assistance
o Toll-free 800 number
o 24 hours a day/7 days a week
o SupportNotes(TM) - Oracle Book based CD-ROM repository of technical
information Management reports - Faxed upon request Proactive Alerts
o Contain known problem and problem resolution information
o Proactively faxed as applicable
Oracle Gold Support
Oracle Gold Support (for which a minimum fee applies) includes Oracle Silver
Support plus the following:
o Priority Reactive Support
o Accountant Management
o Communication channels between Oracle and customer
o Status reports to customer and management
o Regular account reviews with customer
o Conduct all proactive planning activities
o Some first-line support
o Foundation Proactive Services
o Patch Planning
o Version/Release Planning
o Alerts
The following Basic, Standard, and Extended Support packages are no longer
available for new support contracts.
Basic Annual Support
Basic Annual Support includes:
April 16, 1997 Page 1 of 4 Technical Support
tecsup.doc
<PAGE>
Technical Support Attachment
o Telephone Technical Assistance
o 5:00 a.m. to 6:00 p.m. (Pacific Time), Monday through Friday
o Problem solving, bug reporting, documentation clarification,
technical guidance
o Program updates and associated documentation
o Support System dial-in access
o Log/Update/Review TARs
o Review Bugs
o Access Support Bulletin Board
o Quarterly Support newsletter
Standard Support
Standard Support includes Basic Support plus the following:
o Telephone Technical Assistance - 24 hours a day/7 days a week
Extended Support
Extended Support includes Standard Support plus the following:
o Toll-free 800 number
Information Customers Need When Calling Support
Before Support can begin work on any problem, information about the nature and
location of the problem is required. Whenever a call is placed to the hotline,
the following information should be provided:
o The Customer Support Identification (CSI) number of PC registration
number
o The area code and phone number listed under the CSI number
o Operating system (including version) on which Oracle Programs are
installed
o The Oracle product component and its version number the call
concerns. Support questions involve product components--that is,
constituent parts of an Oracle product. For example, with the ORACLE
kernel, Customer receives components such as RDBMS, IMP, EXP, SQL*Loader
and SQL*Forms.
o The relevant Program version(s)
o Any Program error number that appeared
o Brief description of the problem
<PAGE>
o Severity of the problem. Oracle Worldwide Support classifies problems
according to how they impact the Customer's business. See list below for
explanation of Technical Assistance Request (TAR) Severity Levels.
Technical Assistance Request (TAR) Severity Levels
The chart below lists standard Technical Assistance Request Severity Levels.
Oracle Worldwide Customer Support responds to TARs based on Severity Level.
Severity Level
- --------------
Severity 1
Critical Business Impact
Customer's work, regardless of the environment or product usage, is stopped or
so severely impacted that the customer cannot reasonably continue to work.
Severity 2
Severe Business Impact
Customer's work is continuing (not stopped) however there is a serious impact
on the customer's productivity and/or service levels.
Severity 3
Minor Business Impact
The customer's work regardless of the environment or product usage, has minor
loss of services or resources.
Severity 4
No Business Impact
Customer is in full working mode - there is no work being impeded at the time
- - information is requested but has no impact on the operation of the prproducts.
TARs are logged and tracked in Support's Support System. Response will be
given to the Customer by telephone and logged directly into the
problem-tracking system. The Customer may dial-in to track the progress of
their TAR at any time.
Support's response may include a written response, patch tape, supplementary
documentation, a temporary means of
April 16, 1997 Page 2 of 4 Technical Support
tecsup.doc
<PAGE>
Technical Support Attachment
circumventing the problem pending a new release, or other correctional aids.
Customer CPU Support Identification (CSI) Number
Customers shall receive a CSI Number upon purchasing Oracle Technical Support
services.
The CSI number identifies the Customer with respect to the following
information:
o Company Name and Address
o Product Set and Version
o Support Level and Duration
o Operating System
o Technical Contact Information
Worldwide Customer Support uses the CSI number to identify the Customer's
Support contract when a Customer calls the Support Hotline or uses
dials-in-access.
Technical Support Liaison ("Technical Contact")
Customers shall designate one (1) primary and two (2) backup Customer
employees ("Technical Contacts") to serve as liaisons with Oracle Worldwide
Customer Support. The designated "Technical Contact" is the sole liaison
between technical support and Customers for all product support and shall be
based on the Customer site. Customer may elect to add Technical Contacts for
an additional fee.
To assure uninterrupted Technical Support service, customers must notify
Client Relations (415) 506-1500, option 9, whenever Technical Contact
responsibilities are transferred to another individual.
Updates
"Update" means a subsequent release of the Program which Oracle generally
makes available for Program licenses at no additional license fee other than
media and handling charges, provided Customer has ordered Technical Support
for such licenses for the relevant time period. Update shall not include any
release, option or future product which Oracle licenses separately.
Terms of Support
<PAGE>
Oracle Worldwide Customer Support's technical assistance is limited to
licenses, products, and platforms that are fully supported and to problems
which are demonstrable in the current release of the licensed program, running
unaltered on the proper hardware configuration. Current release information is
posted on-line.
Technical Support for older versions of Oracle products or for non-Oracle
products is subject to additional fees.
These Technical Support pollicies are Oracle's current policies and are
subject to change at Oracle's discretion.
Termination
Customer may terminate technical support at any time by notifying Oracle in
writing at least thirty (30) days before the desired date of termination.
Technical Support shall be terminated upon receipt of such notice. On
termination, Oracle shall refund the unused portion of technical support fees
paid by the Customer for the licenses for the allocable period for which
technical support is terminated.
Phone Numbers and Address Information
Customer Support Hotline
(For Technical Support, Non-Technical Support, and Support Sales information)
415-506-1500
Technical Support Dial-in Number
RTSS Dial-in 415-598-9350
Technical Support Address
Oracle Worldwide Technical Support
500 Oracle Parkway
Box 659313
Redwood Shores, CA 94065
April 16, 1997 Page 3 of 4 Technical Support
tecsup.doc
<PAGE>
APPLICATION PACKAGE ATTACHMENT
Name of Application Programs which the Alliance Member will be Sublicensing
under the Agreement (may not contain the trademarks "Oracle" or "Ora" or any
portion thereof):
SCT Education Systems Product Descriptions
for
Oracle Partnership Agreement
Banner2000(TM)
Banner2000 Student -- This solution fuses administrative and academic
functions for a complete business solution. Users focus on enrollment
management objectives, while prospects, students, and faculty enjoy secure
access to their information to apply, register, pay, grade, and advise.
Banner2000 Student features these key modules: Course Catalog, Class Schedule,
General Person, Events Management, Faculty Load, Recruiting, Admissions,
General Student, Registration, Location Management & Housing, Accounts
Receivable, Academic Records/Transfer Articulation, Degree Audit.
Banner2000 Finance -- Higher education needs a fund accounting solution that
supports Generally Accepted Accounting Principles (GAAP) as defined by FASB
and GASB. The economic environment places increased emphasis on cost
containment, research accounting, and grant funding. Banner2000 Finance was
designed exclusively for this unique environment. Its embedded workflow
management, simplified reporting, and executive query tools manage day-to-day
financial operations and free users to access and analyze critical financial
information. The key modules of Banner2000 Finance include General Ledger,
Fixed Assets, Purchasing, Cost Accounting, Accounts Payable, Accounts
Receivable, Stores Inventory, Investment Management, and Budget Development.
Banner2000 Financial Aid -- With Banner2000 Financial Aid, institutions stay
ahead of the regulatory curve to take advantage of the electronic transfer of
information. SCT's ongoing support of industry initiatives lets institutions
choose how to manage financial aid, streamline financial aid operations, and
meet enrollment objectives. Banner2000 Financial Aid includes these integrated
functions: Applicant Record Creation, Funds Management, Requirements Tracking,
Disbursement, Budgeting, Loan Processing, Need Analysis, Verification, Student
Employment, Award History/Transcripts, EDE, Reporting, and Packaging.
Banner2000 Human Resources/Payroll -- In higher education, human resources
administration is more than payroll, employment, compensation, and benefits.
Position control, tenure, deferred pay, work-study, and regulatory
requirements further define information system needs. Banner2000 Human
Resources/Payroll addresses the complexities of higher education in the
context of core human resources functions and adds value to the institution's
business with built-in workflow. Its 11 comprehensive modules include
Applicant Tracking, Position Management, Employment Administration, Personnel
Services Budgeting, Compensation Administration, Time & Attendance Reporting,
Employee Relations Administration, Payroll Calculation, Payroll Adjustments &
History, Health & Safety Administration, and Benefits Administration.
Banner2000 Alumni/Development -- This solution gives the institution a rich
repository of information about constituents, from their days as students to
their lives today, for building strong and lasting relationships, mining
institutional gold, and competing successfully for dollars. Its key modules
include Constituents, Prospect Management, Organizations, Solicitor
Organization, Membership, Campaigns, Events, Designations, and Gift & Pledge
Processing.
Loan Management System -- SCT's Loan Management System gives institutions the
confidence to adhere to federal regulatory and due diligence requirements,
eliminate the high costs associated with third-party servicers, and increase
collections. LMS serves as the central repository for the institution's loan,
<PAGE>
consolidated billing, and collection data. Developed specifically for higher
education administrators, the system offers timely billing and complete due
diligence capabilities, helping institutions lower default rates,
significantly reduce collection costs, and increase annual collections by as
much as 20 percent. LMS can be fully integrated with Banner2000(TM) systems to
minimize record keeping and add a level of efficiency and data integrity while
activating security levels to protect confidential information.
Banner2000 CAPP(TM) -- This curriculum, advising, and program planning
solution offers flexible student tracking toward a degree, certificate, or
diploma. Banner2000 CAPP gives users freedom in defining academic requirements
online and evaluating academic progress.
Banner2000 Web for Students -- Banner2000 Web for Students delivers timely
information in a way that today's students and prospects know and love. Using
hypertext links to navigate system screens, students gain self-service access
to course catalogs, class schedules, online registration, grades, admissions,
account balances, financial aid, address verification, and transcripts. It
provides students with secure World Wide Web access to information in a
familiar format.
Banner2000 Web for Faculty & Advisors -- This solution puts information on
instructional activities in the hands of those responsible for managing the
process. Using hypertext links to navigate system screens, faculty and
advisors gain self-service access to mid-term and final grading, course
rosters and waitlists, student registration, biographic information, campus
directories, faculty schedules, employment history, course catalog, and class
schedules. Banner2000 Web for Faculty & Advisors enables faculty to grade and
advise on their own schedules -- on campus or at home -- with easy, secure
access to the administrative data they need.
Banner2000 Web for Employees -- This solution goes beyond enabling users to
elect benefits for open enrollment. Using hypertext links to navigate system
screens, employees and job applicants can accomplish these HR tasks and more:
update tax exemption information, benefits, directory profiles, and
miscellaneous biographic information; and view payroll and job history,
paychecks/direct deposit stubs, leave history, year-end tax statement, and
flexible spending account activity. Banner2000 Web for Employees transforms
employees into a virtual HR staff.
Banner2000 Web for Executives -- Banner2000 Web for Executives is the source
of strategic information for the enterprising executive. It provides key
benchmarking data about the institution's performance for analyzing internal
practices, measuring effectiveness of business processes, assessing costs of
current activities, and comparing data with general trends across the
industry. A one-stop shop for all executive-level information, Banner2000 Web
for Executives furnishes key performance indicators (KPI), or detailed lists
of measurements that the institution considers vital to monitoring and
evaluating strategies. Using familiar, intuitive Web technology, executives
view KPIs tailored to the institution's requirements.
Banner2000 Web for Alumni -- With Banner2000 Web for Alumni, constituents can
access the Banner2000 administrative database through the World Wide Web. This
removes staff from the burden of answering routine questions via phone and
mail, and frees them to focus on more strategic activities that promote the
institution. At the same time, constituents enjoy an easy, efficient
connection to all the functions they need to become and remain regular
contributors to the institution: communications, membership, events, career
opportunities, voluntary support, and volunteer opportunities.
Banner2000 Voice Response -- This solution enables institutions to reach out
to their customers and provide improved services, without increasing staff.
With Banner2000 Voice Response (VR), students can check their admissions
status, register for courses, and inquire about their financial aid -- all by
themselves, at any time of day or night, from any Touch-tone phone. Banner2000
VR Student and Banner2000 VR Financial Aid are integrated solutions for direct
student access to information and transactions. They provide consistent
answers to students' questions, eliminate long waiting lines, reduce data
entry time, and provide an additional level of service to students.
Banner2000 Kiosk -- This solution provides a service center or help desk in
highly traveled places on or off campus -- for example, the student union or a
popular shopping mall. Students can walk up to the kiosk
<PAGE>
and get answers to their questions at any time, day or night. They gain access
to information about admission and decision status, financial aid awards,
course availability, registration, account balances and payment options,
schedules, grades, transcripts, and campus maps.
EDI.Smart(TM) -- This solution is available today and is in production on
college and university campuses. It offers full EDI translation-level support
for more than 270 transaction sets and supports standalone systems, LANs,
Internet FTP and SMTP protocols, and EDIFACT standards. Also, EDI.Smart
includes a Wizard to simplify creation of external interfaces. A desktop
computer-based solution, EDI.Smart runs with any SCT Education Systems
administrative software. Developed to expedite a range of activities,
EDI.Smart supports ANSI ASC X12 standard transaction sets, including academic
transcripts, enrollment certification, applications for admission, and
purchase orders.
Strategic Enrollment Management -- Strategic Enrollment Management -- and the
SAS(R) engine that serves as its foundation -- summarizes and transforms
Banner2000(TM) data to support both point-in-time and longitudinal analysis.
Users explore and identify critical trends for the institution, model critical
business relationships, forecast outcomes based on history, evaluate options,
and take action. No other product puts the pieces together as completely and
as quickly as Strategic Enrollment Management. And no other product provides
such an easy window to information-centric analysis and planning.
Banner Object:Access(TM) -- This solution provides application -independent,
ststandardized business logic so that the information requested is exactly what
is delivered through the user's choice of access method. The Banner
Object:Access architecture presents information in functional categories for
effective reporting.
SCT Aspire(TM) for Banner2000 -- An integrated distance education solution,
SCT Aspire for Banner2000 incorporates best practices in electronic student
services and distance education as well as online registration, course deliver
and management, advising, and skills/competency assessment capabilities. The
foundation of this solution's architecture is Banner2000 and its net-centric,
enterprise-wide business processes.
Banner2000 Imaging for Student -- This solution enables users across the
enterprise to streamline work processes by scanning, annotating, reviewing,
and filing documents electronically. Banner2000 Imaging for Student supports
admissions, registration, faculty, and billing functions. All popular scanning
devices are supported.
Banner2000 Imaging for Finance -- With this solution, users in accounts
payable can query finance imaging records utilizing search fields and database
functions. They can review or annotate images, add documents to the imaging
system, and electronically file documents into finance folders. All popular
scanning devices are supported.
Banner2000 Imaging for Financial Aid -- This solution speeds and streamlines
the decision-making process within financial aid administration by enabling
users to scan financial aid documents such as award letters, tax returns,
institutional applications, verification worksheets, and loan applications.
With Banner2000 Imaging for Financial Aid, users can query records by
utilizing search fields and database functions. They can review and annotate
images as well as add documents to the imaging system. All popular scanning
devices are supported.
Banner2000 Imaging for Human Resources -- Banner2000 Imaging for Human
Resources is one more step toward maximizing employee empowerment and
self-service. Department search committees, for example, can scan resumes,
attach the scanned document to a Banner2000 applicant, and route to faculty.
Supervisors can find the same convenience in handling performance reviews. All
popular scanning devices are supported.
Banner2000 Imaging for Alumni/Development -- With Banner2000 Imaging for
Alumni/Development, users streamline development operations by querying
records, reviewing images, annotating online documents, and filing document
electronically. All popular scanning devices are supported.
<PAGE>
SCT Workflow -- This solution automates, simplifies, measures, directs, and
manages the flow of information through the enterprise. It effectively teams
processes, information, and people by offering key advantages: effective
dating, a graphical business process modeler, metrics, and access from SCT's
popular "Web for . . . " products.
<PAGE>
Plus2000(TM)
Plus2000 Student Information System (SIS) -- Plus2000 SIS is the proven and
informed choice to support student information management. It features nine
key modules: Shared Components, Admissions, Registration, Student Records,
Billing/Receivables, Degree Audit & Advising (On Course), Housing, Voice
Response, and Financial Aid Management. Plus2000 SIS gives institutions
unparalleled advantages in records processing and strategic management. It
enables users to quickly process and provide grades and use up-to-the-minute
data to effectively counsel students. The system's special On Course(TM)
feature improves advisory capabilities, and its Financial Aid Management (FAM)
module automates the entire financial aid process.
Plus2000 Financial Aid Management (FAM) -- FAM interfaces with the Plus2000 SIS
Billing, Admissions, and Student Records modules. Also, incorporated into the
FAM module is the College Scholarship Service's (CSS(R)) Packaging Aid
Resource System (PARS), and Institutional Need Analysis System (INAS). To
support enrollment objectives, SCT also provides an annual Early Financial Aid
Release, for Early Decision Processing, and the CSS PROFILE(TM). Annual
regulatory updates for FAM and CSS keep you up-to-date in support of your
compliance requirements. With FAM, institutions gain assurance of efficient
operations and effective service levels in the following areas of financial
aid processing: Establishing financial aid funds, processing aid applications,
tracking document requirements, establishing student budgets, awarding aid,
authorizing disbursements, monitoring student eligibility, verifying
application data, processing special funds, and fund management & reporting.
Loan Management System -- This solution gives institutions the confidence to
adhere to federal regulatory and due diligence requirements, eliminate the
high costs associated with third-party servicers, and increase collections.
LMS serves as the central repository for the institution's loan, consolidated
billing, and collection data. Developed specifically for higher education
administrators, the system offers timely billing and complete due diligence
capabilities, helping institutions lower default rates, significantly reduce
collection costs, and increase annual collections by as much as 20 percent.
Plus2000 Financial Records System (FRS) -- Plus2000 FRS enables institutions
to achieve superior cash management by helping them track cash resources and
manage assets with maximum efficiency. Plus2000 FRS maintains software in
compliance with FASB and GASB guidelines. Institutions can use Plus2000 FRS
alone or integrated with the Plus2000 Human Resources System for an added
level of efficiency, productivity, and data integrity. Plus2000 FRS provides
five key modules: Financial/Grant Accounting, Purchasing, Fixed Assets,
Accounts Payable, and Budget Development.
Plus2000 Human Resources System (HRS) -- Plus2000 HRS features six
comprehensive modules: Position & Budget Control, Benefits & Deductions
Management, Payroll Processing, Personnel Management, Labor Distribution &
Accounting Control, and Applicant Tracking/Processing. Plus2000 HRS provides a
wide array of applicant-tracking features that enable institutions to
automatically match an applicant's skills to a position's requirements. With
Plus2000 HRS, users can administer and report on institutional practices and
policies in the key areas of employment, compensation, benefits, and position
control/budgeting. Comprehensive payroll components of Plus2000 HRS provide
flexibility for timely and accurate payrolls of any size, whether users are
producing checks, complying with tax and other regulatory requirements, or
meeting multiple payroll schedules simultaneously.
Plus2000 Alumni/Development System (ADS) -- SCT's Plus2000 Alumni/Development
System (ADS) offers superior control of giving and development programs by
helping institutions build a constituency, cultivate relationships, plan and
monitor campaigns, and conduct fund accounting, pledge tracking, and gift
processing. Plus2000 ADS, the proven and informed choice to support
institutional advancement, features six key modules: Constituent Management;
Relationship Cultivation; Campaign Management; Membership Management; Pledge,
Payment, Gift Management; and Financial History.
Plus2000 Web for Students -- Plus2000 Web for Students delivers timely
information in a way that today's students and prospects know and love. Using
hypertext links to navigate system screens, students
<PAGE>
gain self-service access to: course catalogs, class schedules, online
registration, grades, admissions, account balances, financial aid, address
verification, and transcripts. It provides students with secure World Wide Web
access to information in a familiar format.
Plus2000 Web for Faculty & Advisors -- This solution puts information on
instructional activities in the hands of those responsible for managing the
process. Using hypertext links to navigate system screens, faculty and
advisors gain self-service access to final grading, course rosters and
waitlists, student registration, biographic information, campus directories,
faculty schedules, course catalog, and class schedules. Plus2000 Web for
Faculty & Advisors enables faculty to grade and advise on their own schedules
- -- on campus or at home -- with easy, secure access to the adadministrative data
they need.
Plus2000 Web for Employees -- This solution goes beyond enabling users to
elect benefits for open enrollment. Using hypertext links to navigate system
screens, employees and job applicants can accomplish these HR tasks and more:
update tax exemptions; view deductions, earnings, pay stubs, job history,
paychecks, and leave balances; and update biographic information. Plus2000 Web
for Employees transforms employees into a virtual HR staff.
Plus2000 Web for Executives -- Plus2000 Web for Executives is the source of
strategic information for the enterprising executive. It provides key
benchmarking data about the institution's performance for analyzing internal
practices, measuring effectiveness of business processes, assessing costs of
current activities, and comparing data with general trends across the
industry. A one-stop shop for all executive-level information, Plus2000 Web
for Executives furnishes key performance indicators (KPI), or detailed lists
of measurements that the institution considers vital to monitoring and
evaluating strategies. Using familiar, intuitive Web technology, executives
view KPIs tailored to the institution's requirements.
Plus2000 Web for Alumni -- With Plus2000 Web for Alumni, constituents can
access the Plus2000 administrative database through the World Wide Web. This
removes staff from the burden of answering routine questions via phone and
mail, and frees them to focus on more strategic activities that promote the
institution. At the same time, constituents enjoy an easy, efficient
connection to all the functions they need to become and remain regular
contributors to your institution: communications, membership, events, career
opportunities, voluntary support, and volunteer opportunities.
Plus2000 Voice Response (VR) -- With Plus2000 VR, students can check their
admissions status, register for courses, and inquire about their financial aid
- -- all by themselves, at any time of day or night, from any Touch-tone phphone.
Voice Response (VR) Student and Financial Aid is an integrated solution for
colleges and universities to provide direct student access to information and
transactions. A cost-saving solution, VR frees personnel in the various
offices from answering routine questions. Just as important, it provides
consistent answers to students' questions, eliminates long waiting lines,
reduces data entry time, and provides an additional enhanced level of service
to students. SCT has partnered with three leading providers of interactive
voice processing systems -- TouchNet Information Systems, EPOS Corporation,
and Brite Voice Systems (formally Perception Technology Corporation). These
partnerships have resulted in joint development of a Voice Response solution
that is truly integrated with Plus2000 Student and Financial Aid applications.
Plus2000 Imaging for SIS -- This solution enables users across the enterprise
to streamline work processes by scanning, annotating, reviewing, and filing
documents electronically. Plus2000 Imaging for Student supports admissions,
registration, faculty, and billing functions. All popular scanning devices are
supported.
Plus2000 Imaging for FRS -- With this solution, users in accounts payable can
query finance imaging records utilizing search fields and database functions.
They can review or annotate images, add documents to the imaging system, and
electronically file documents into finance folders. All popular scanning
devices are supported.
Plus2000 Imaging for HRS -- Plus2000 Imaging for Human Resources is one more
step toward maximizing employee empowerment and self-service. Department
search committees, for example, can
<PAGE>
scan resumes, attach the scanned document to a Plus2000 applicant, and route
to faculty. Supervisors can find the same convenience in handling performance
reviews. All popular scanning devices are supported.
Plus2000 Imaging for ADS -- With Plus2000 Imaging for Alumni/Development,
users streamline development operations by querying records, reviewing images,
annotating online documents, and filing document electronically. All popular
scanning devices are supported.
Plus2000 Housing -- A robust, full-featured application, Housing in Plus2000
SIS enables institutions to deliver optimal customer service to those looking
for a home on campus. With Plus2000 Housing, institutions gain the advantage
of accelerated response time, improved success rates, flexible billing, and
the potential to honor special requests.
Plus2000 Kiosk -- This solution provides a service center or help desk in
highly traveled places on or off campus -- for example, the student union or a
popular shopping mall. Students can walk up to the kiosk and get answers to
their questions at any time, day or night. They gain access to information
about admission and decision status, financial aid awards, course
availability, registration, account balances and payment options, schedules,
grades, transcripts, and campus maps.
EDI.Smart -- This solution is available today and is in production on college
and university campuses. It offers full EDI translation-level support for more
than 270 transaction sets and supports standalone systems, LANs, Internet FTP
and SMTP protocols, and EDIFACT standards. Also, EDI.Smart includes a Wizard
to simplify creation of external interfaces. A desktop computer-based
solution, EDI.Smart runs with any SCT Education Systems administrative
software. Developed to expedite a range of activities, EDI.Smart supports ANSI
ASC X12 standard transaction sets, including academic transcripts, enrollment
certification, applications for admission, and purchase orders.
Strategic Enrollment Management -- Strategic Enrollment Management summarizes
and transforms Plus2000(TM) data to support both point-in-time and
longitudinal analysis. Users explore and identify critical trends for the
institution, model critical business relationships, forecast outcomes based on
history, evaluate options, and take action. No other product puts the pieces
together as completely and as quickly as Strategic Enrollment Management. And
no other product provides such an easy window to information-centric analysis
and planning.
Plus2000 GUI -- Plus2000 GUI provides access to administrative applications
either from the desktop or from a Web browser running over an intranet. In
addition, it supports the ability to provide a character-based interface for
users requiring that option. Complete with tools to aid configuration and
customization, Plus2000 GUI represents a technology breakthrough for Plus2000
solutions.
FOCUS Express for Plus2000 -- This solution provides users with immediate,
direct access to Plus2000 application databases, a multitude of pre-formatted
reports, and additional reporting capabilities such as label processing.
SCT Aspire for Plus2000 -- An integrated distance education solution, SCT
Aspire for Plus2000 incorporates best practices in electronic student services
and distance education as well as online registration, course deliver and
management, advising, and skills/competency assessment capabilities.
<PAGE>
Other
SCT Aspire (for Commerce) -- This is an enterprise solution for authoring,
administering, and managing the deliver of online learning. Users can set up
courses for online registration, define the types of users, run standard
reports, and track learners' activities. Learners can select and pay for
courses online, take the courses immediately, and communicate with instructors
by e-mail, bulletin boards, and discussion forums.
<PAGE>
SCT Government Systems Product Descriptions
for
Oracle Partnership Agreement
BANNER(R) PRODUCTS:
Banner Courts
- -------------
AnAn advanced case and financial management system for courts of all
jurisdictions, Banner Courts tracks cases and their participants from start to
finish. Banner uses sophisticated Oracle(R) and SQL database technology and an
architecture based upon user-defined codes and rules. Banner Courts is
comprised of four systems: Civil, Criminal, Juvenile, and Traffic. This
specialization allows courts at all jurisdictional levels to collect data and
establish process routines for specific case types.
The Banner Courts Civil Case Management System is a fully integrated, online
administrative system that provides a broad range of functions including
docketing, case tracking and management, accounts receivable and cashiering,
scheduling and calendars, and document management, as well as standard and ad
hoc query and reporting capabilities for civil courts.
The Banner Courts Criminal Case Management System is a fully integrated,
online administrative system that provides a broad range of functions
including docketing, case tracking and management, accounts receivable and
cashiering, scheduling and calendars, and document management, as well as
standard and ad hoc query and reporting capabilities for criminal courts.
The Banner Courts Juvenile Case Management System is a fully integrated,
online administrative system that provides a broad range of functions
including docketing, case tracking and management, accounts receivable and
cashiering, scheduling and calendars, and document management, as well as
standard and ad hoc query and reporting capabilities for family courts.
The Banner Courts Traffic Case Management System is a fully integrated, online
administrative system that provides a broad range of functions including
docketing, case tracking and management, accounts receivable and cashiering,
scheduling and calendars, and document management, as well as standard and ad
hoc query and reporting capabilities for traffic courts.
The Banner Extended Case Information System for Courts Module enables courts
to process and maintain information related to evidence and file tracking,
bail and bonds, and service documents.
The Banner Accounting Management for Courts Module enables the user to process
detailed accounting information related to court cases including accounts
payable, general ledger interface, and check reconciliation.
Banner Cash Receipts
- --------------------
BaBanner Cash Receipts is an innovative solution for governments looking to
improve fee collection management. Its relational database technology and
broad functionality help streamline cumbersome transactions. Banner Cash
Receipts can be integrated with other Banner systems to reduce data entry
redundancy and errors. Employees are able to enter information faster, and
need only do so once. Integration with cash drawers and printers--directly
from the desktop--simplifies cashiers' work and enables them to focus on
providing superior customer service.
Banner Records Indexing
- -----------------------
BaBanner Records Indexing is an invaluable tool for managing public records and
improving workflow. Its six integral functions address the issues that are key
to simplifying document management: recording and receipting, indexing and
verification, searching and data retrieval, remote/internet access to
documents,
<PAGE>
accounts receivable, and document imaging. These features are adaptable to an
organization's policies and procedures.
Banner Occupational Tax and License
- -----------------------------------
ThThe Banner Occupational Tax & License System is an administrative application
that automates the collection of occupational taxes, business licenses,
permits, and fees.
Banner Property Tax
- -------------------
ThThe Banner Property Tax System performs all the basic functions of property
tax assessment, calculation, billing, collections, and distributions. It
handles real property, personal property, manufactured homes, and motor
vehicles.
Banner Finance
- --------------
BaBanner Finance's embedded workflow management, simplified reporting, and
executive query tools manage day-to-day financial operations and free users to
access and analyze critical financial information. The key modules of
Banner2000 Finance include General Ledger, Fixed Assets, Purchasing, Cost
Accounting, Accounts Payable, Accounts Receivable, Stores Inventory,
Investment Management, and Budget Development.
Banner HR
- ---------
BaBanner Human Resources/Payroll includes 11 comprehensive modules: Applicant
Tracking, Position Management, Employment Administration, Personnel Services
Budgeting, Compensation Administration, Time & Attendance Reporting, Employee
Relations Administration, Payroll Calculation, Payroll Adjustments & History,
Health & Safety Administration, and Benefits Administration.
PSAS PRODUCTS:
Note: All PSAS products operate on the IBM AS/400 in native mode.
PSAS Financial
- --------------
ThThe PSAS2000 Financial system includes the Budgeting/Accounting, Fixed Assets,
Stores Inventory Control, Accounts Receivable, Business Licenses and Fees, and
Cash Receipts applications. Smooth integration between applications provides a
comprehensive, efficient, and accurate financial system. PSAS2000
Budgeting/Accounting is the core of the PSAS Financial system. Designed
specifically for government, it is an integrated accounts payable,
multiple-fund general ledger, and financial reporting system. Its features
include project accounting and budgetary accounting and control.
PSAS Utility Customer Accounting
- --------------------------------
ThThe PSAS Utility Customer Accounting (UCA) system takes the headaches out of
billing, collection, accounting, and service order management. Designed for
both public and private utilities, it accommodates a variety of services and
provides a detailed history of consumption, charges, payments, and
adjustments. UCA provides complete control over service deposits, handles
delinquent accounts, and helps automate service order processing.
PSAS Payroll
- ------------
PSPSAS Payroll automatically calculates gross pay, deductions, benefits, taxes,
and net pay. It calculates, prints, and reconciles checks for salaried,
hourly, and contract employees. It tracks personnel information through
user-defined fields and maintains pay rates, tax tables, and employee benefit
and deduction calculations online. It automatically distributes labor and
benefits costs to accounts and projects in PSAS Budgeting/Accounting, and it
handles the concurrent preparation of payrolls for multiple payroll
frequencies.
PSAS Records Indexing
- ---------------------
PSPSAS Records Indexing enables government organizations to record, manage, and
retrieve vast quantities of documents--quickly and accurately. It also
generates a variety of required reports, such as document indexes,
<PAGE>
verification and document control listings, and fee collection audit reports.
With the PSAS Records Indexing System, governments can provide better service
without increasing staff, and generate greater revenue. PSAS Records Indexing
can be integrated with other SCT applications such as Cash Receipts, Accounts
Receivable, Remote Access, and Document Imaging to offer a complete solution
for the archival process.
<PAGE>
SCT Manufacturing & Distribution Systems Product Descriptions
for
Oracle Partnership Agreement
SCT's ADAGE is an object-oriented, graphical ERP solution with a special
emphasis on the process and hybrid manufacturing and distribution industries.
ADAGE employs a series of dynamic workflows composed of industry-specific
objects and business rules, rather than traditional software modules, that
model key business processes across the supply chain.
The 5 main Business Processes included in ADAGE are Manage the Enterprise,
Order to Cash, Procure to Pay, Plan to Produce and Design to Deploy. Manage
the Enterprise provides businesses visibility across their entire supply chain
and extended enterprise by managing inventory, financials, costs, and multiple
locations. Order to Cash includes order entry, customer management, order
fulfillment and management of receivables. Procure to Pay helps businesses
manage their suppliers, procurement of goods and services, logistics and
payables. The business process of Plan To Produce provides the ability to
forecast demand, generate plans, handle plan execution, and output
certification. The last major business process, Design to Deploy, incorporates
product research, quality management, product development, and process
development.
<PAGE>
SCT Utility Systems Product Descriptions
for
Oracle Partnership Agreement
BANNER's flexible tools, client/server approach, Oracle (R) capabilities and
Graphical User Interface (GUI) technology bring unprecedented functionality to
the utility industry.
BANNER CMS
Customer Management System -- The Customer Management System suite of products
provides capabilities to meet every aspect of handling customer needs and
providing top-notch customer service. Customer accounts are linked to
virtually every function needed to ensure satisfaction.
BANNER CIS
Customer Information System -- The heart of the customer management system,
CIS provides complete site-specific control over customer accounts and
provides a powerful, comprehensive system for delivering customer service. CIS
acts as the hub for other BANNER products affecting customer transactions. The
system's flexibility of design allows immediate access to customer information
- -- including account details, onsite inventory, requested services and aa
multitude of other details -- and the automatic interchange of information
about the customer with other modules streamlines account service. The system
supports any number of services -- metered or unmetered -- and offers
customers flexible options while allowing utilities to maintain tight control
over account details. CIS permits smooth integration of creating service
orders, entering readings, posting payments, producing bills and maintaining
customer service at levels customers have come to expect.
BANNER CCS
Customer Contact System -- This module works independently or in conjunction
with CIS to maintain complete customer contact records while simplifying
recordkeeping. It also allows automatic CSR notification during customer
contacts. In addition to providing ongoing records of contacts with customers,
it allows CSRs to access customer histories at the touch of a button, saving
time for customers and utility personnel. The opportunities for additional
marketing made possible by the automatic notification features enhance both
the utility's reputation for customer service and the opportunities for
additional revenues.
BANNER EWQ
The Electronic Work Queue System interacts with CIS to schedule tasks for
fulfilling Electronic Work Queue System customer service requests, allowing
assignment of individuals or groups and updating them as appropriate. The
comprehensive tracking of personnel assigned and the progress toward
completion, by group or by individual, allows utilities to schedule work more
efficiently and maintain complete control over workflow. Centralizing tasks in
"folders" with full tracking capabilities takes advantage of a wide range of
tools that simplify the completion of work assignments.
BANNER Customer Target+(TM)
Customer Target+ extends the CIS customer database with information to design,
execute and manage marketing programs to qualified customers. The additional
customer information that assists in targeted marketing efforts can be
captured and used in conjunction with existing customer information without
disturbing normal workflow.
The system interacts with CSR screens for immediate enrollment of qualified
customers and manages mass communications for additional marketing efforts.
The ability to pinpoint the right customers and position those products and
services that best meet their needs brings utility marketing to a higher
level.
BANNER Customer Web Access
This cutting-edge product enables utilities to establish more than merely a
"presence on the web." Web Access gives utilities a new avenue of
communications with customers and provides new levels of
<PAGE>
customer service. Based on Oracle(R) Webserver technology, this product allows
two-way communication with customers through a World Wide Web site. Web Access
ensures that customers can obtain account information in a secure environment,
and enjoy other informational services at low personnel costs to the utility.
In addition, automated updating of utility records (such as signing up for
marketing programs) can be performed according to utility-defined rules.
BANNER Customer ELink(TM)
For customers who have contracted with other utilities for electric service,
BANNER Customer ELink manages billing through the CIS. In addition to
providing precise usage calculation with a detailed profile of line losses,
the system manages the calculation of bills, usage and nominations with a high
degree of accuracy to ensure that revenues are stable and correct.
Supply Chain/Utilities
The BANNER Supply Chain Suite of products brings powerful efficiency to those
utility operations that customers almost never see: the behind-the-scenes flow
of labor, materials, fuels and planning that make the difference between
smooth operations and chaos.
BANNER FMS
Fuels Management System -- The Fuels Management System manages all aspects of
non-nuclear fuels purchasing, transportation, usage and planning, including
sophisticated contract modeling and management. The capabilities of the system
reduce the labor involved in tracking and coordinating fuels distribution,
while increasing accountability and efficiency. Further, the system eases the
burden of complying with increasing regulatory issues and helps utilities gain
greater control over contract negotiations and costs.
BANNER MMS
Materials Management System -- This system manages the planning and
forecasting, inventory and stores control, requisitioning, purchasing and
accounts payable for materials used in the day-to-day operations of utilities.
It provides managers with an effective tool to increase efficiency by
providing real-time information and sophisticated tools to maintain control
over the physical needs of the utility. MMS ensures that transactions with
vendors are handled accurately and to the advantage of the utility.
BANNER IMS
Operating independently or in conjunction with the Materials Management
System, the Inventory Management System IMS manages job costing, distribution,
purchasing, planning and forecasting, replenishment, approval, materials
tracking and accounting for inventory used in jobs performed for customer
service. IMS enables utilities to maintain optimum inventory levels, resulting
in reduced costs, reduced waste and balanced inventory locations.
BANNER Material Catalog+.
This powerful cataloging system for materials and inventory is used as a
component in both the Inventory Management and Materials Management Systems.
It can also be used as a stand-alone product, integrated with existing
systems. BANNER's user-defined classifications help organize material for
maximum productivity. A central repository of data enables the user to employ
a number of search strategies. The emphasis on flexibility in designating
inventory makes the system adaptable to the methods in which utilities work,
while allowing all users to deal with inventory in an easy to understand
style.
BANNER Requisitioning and Purchasing
This module automates and streamlines the complex chore of tracking
requisitions, from original requisition requests through final payment of
invoices. By linking to vendor information, it also allows flexibility in
cutting costs and improving the efficiency of the purchasing process.
<PAGE>
BANNER WMS
Work Management System -- BANNER WMS is a sophisticated system for managing
capital projects, operations and maintenance, including project design,
initiation, scheduling, tracking, maintenance scheduling, work completion
reporting and closing. The system integrates with other BANNER systems,
including Electronic Work Queue and existing accounting systems. Complete,
real-time access to work status and tracking of projected versus actual
results gives managers the ability to improve performance and increase
effectiveness.
SCT's newest information management solution is designed to help utilities
compete in a deregulated environment. Built around the premier BANNER Customer
Management System suite, SCT SinglePoint Solutions(TM) also offers the full
range of services that utilities require to succeed in these new business
conditions. SCT takes care of the operations that each client chooses to
outsource, enabling utilities to dedicate their resources to enhancing core
strengths and satisfying customers.
Description of Application Packages: See the Application Programs specified
above, which will be coupled with one or more of the Programs.
<PAGE>
[GRAPHIC OMITTED]
ORACLE EXPRESS PROGRAM SUBLICENSE ATTACHMENT
TO RUNTIME SUBLICENSE ADDENDUM
This document (the "Attachment") is between Oracle Corporation ("Oracle") and
the Alliance Member and shall be governed by the terms of the Runtime
Sublicense Addendum between the Alliance Member and Oracle effective
5/31, 1998, (the "Addendum") and the terms set forth below.
The parties hereto agree to amend the Addendum as follows:
1. Under the terms and conditions of the Addendum and this Attachment, the
Alliance Member shall have the right to market and grant Sublicenses of
Runtime Oracle Express Programs for installation and use in the United
States only. The term "Oracle Express Programs" shall mean Programs which
are designated solely as Oracle Express database software by Oracle,
and shall not include any Oracle Express application software.
2. Notwithstanding any other provision of the Addendum, for each Runtime
Oracle Express Program Sublicensed by the Alliance Member, the Alliance
Member agrees to pay Oracle a Sublicense fee equal to thirty percent
(30%) of the applicable license fee for each such Program, as specified
in the applicable Price List (as defined in the Addendum) and Business
Alliance Program Price List supplement to such Price List in effect at
the time the applicable Programs are Sublicensed to a Sublicensee.
3. Oracle is subject to certain restrictions with respect to the
distribution of Oracle Express Programs, and the Alliance Member's
distribution of the Oracle Express Programs shall be consistent with such
limitations. Notwithstanding any other provision of this Attachment, the
Addendum or the Agreement, the Alliance Member and its Distributors shall
not:
A. Sublicense Oracle Express Programs designated by Oracle as Oracle
Express Dataserver/Sales Analyzer products to The Dun & Bradstreet
Corporation and any successor thereto;
B. Sublicense Oracle Express Programs to A.C. Nielsen Company, any
subsidiary of A.C. Nielsen as specified on the Subsidiary Attachment
attached hereto (which may be updated by Oracle from time to time upon
notice to the Alliance Member), Efficient Market Services, Inc., or any
successor thereto; and
C. Sublicense the Oracle Express Programs for use in a timesharing
business.
The Alliance Member shall indemnify Oracle for all claims, damages, or
losses arising from any violation of this Section.
Other than the addition of the provisions above, the terms and conditions of
the Addendum remain unchanged and in full force and effect.
The Effective Date of this Attachment shall be 5/31/98.
-------
Executed by the Alliance Member:
Authorized Signature: /s/ Mike Chamberlain
------------------------
Name: Mike Chamberlain
---------------------------------------
Title: President
---------------------------------------
Executed by Oracle Corporation:
Authorized Signature: /s/ Jeffrey M. Rosado
------------------------
Name: Jeffrey M. Rosado
---------------------------------------
Title: Manager, Alliances Sales Support
--------------------------------------
1-96
<PAGE>
A.C. NIELSEN CO. SUBSIDIARIES EXHIBIT
AS OF JANUARY 31, 1997
<TABLE>
<CAPTION>
STATE OR JURISDICTION
NAME OF INCORPORATION:
- ---- -----------------------
<S> <C>
A.C. Nielsen Company Delaware
A.C. Nielsen (Argentina) S.A. Delaware
Control Publicitario S.A. Argentina
IPSA S.A. Argentina
IPSA Nielsen Argentina S.A. Argentina
A.C. Nielsen Ges.mbH Austria
CMIS Coordinierte Management Informations
Systeme Ges MbH Austria
ANR Piackutato Kft. Hungary
A.C. Nielsen Company (Belgium) S.A. Belgium
A.C. Nielsen Corporation & Co. SNC Belgium
A.C. Nielsen do Brasil Ltda. Brazil
Compnhia Brasileira de Pesquisa a Analise Brazil
ACNielsen Canada Holding Ltd. Canada
ACNielsen Company of Canada Limited Canada
Nielsen Korea Limited Korea
A.C. Nielsen Chile Limitada Chile
A.C.Nielsen Chile S.A. Chile
A.C. Nielsen de Colombia S.A. Colombia
Nielsen del Ecuador S.A. Ecuador
ANR Amer nielsen Research Limited Cyprus
AIM Nielsen A/S Denmark
AIM Farmstat Aps Denmark
Teollisuuden Tielopalvelu Industrial Intelligence Ltd. Oy Finland
A.C. Nielsen Finland Oy Finland
Finnpanel Oy Finland
A.C. Nielsen S.A. France
ERIM S.A. France
Panel de Gestion S.A.R.L. France
Amer-Nielsen Research Hellas S.A. Greece
A.C. Nielsen (Dublin) Limited Ireland
A.C. Nielsen of Ireland Limited Ireland
A.C. Nielsen Italia S.p.A. Italy
C.R.A. S.r.l. Italy
Telepanel S.A. Italy
SITA, Societa per gli Indici Tessile e Abbigliamento - S.r.l. Italy
Management Tools S.r.l. Italy
Nielsen Japan K.K. Japan
A.C. Nielsen (N.Z.) Limited New Zealand
AGB McNair Group Ltd. New Zealand
Media Research Services Ltd. New Zealand
Market Research (NZ) Ltd. New Zealand
ACNielsen Holdings Spain B.V. The Netherlands
N&P Holdings Spain B.V. Spain
A.C. Nielsen Company S.A. Spain
Infoadex S.A. Spain
Panel Internacional S.A. Spain
A.C. Nielsen (Nederland) B.V. The Netherlands
A.C. Nielsen Polen B.V. The Netherlands
ANR Amer Nielsen Research Sp. z.o.o. Poland
Nielsen Marketing Research spol, s.r.o. Czech Republic
Nederland Centrum voor Marketing Analyses B.V. The Netherlands
South African L.P. (no official name) South Africa
ZET-Nielsen Business Information A.S. Turkey
Nielsen Norge as Norway
A/S Norsk Reklame-Statistikk Norway
A.C. Nielsen de Panama S.A. Panama
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STATE OR JURISDICTION
NAME OF INCORPORATION:
- ---- -----------------------
<S> <C>
A.C. Nielsen Peru S.A. Peru
Nedro-Nielsen Estudios de Mercado, Lda. Portugal
A.C. Nielsen P.R. Inc. Puerto Rico
A.C. Nielsen Singapore Pte. Ltd. Singapore
A.C. Nielsen Company AB Sweden
A.C. Nielsen Management Services S.A. Switzerland
A.C. Nielsen S.A. Switzerland
Media Focus Switzerland
ACN/PIB Partners Connecticut
Nielsen Holdings, Inc. Delaware
Nielsen Leasing Corporation Delaware
Panel International S.A. Delaware
A.C. Nielsen Company Limited England
A.C. Nielsen (Holdings) Pty. Limited Australia
A.C. Nielsen Australia Pty Limited Australia
AGB McNair Holdings Pty. Limited Australia
AGB Research Holdings Pty. Limited Australia
Tart Research Pty. Limited Australia
ABG McNair Pty. Limited Australia
McNair Anderson Assoc. Pty. Limited Australia
Marketing Insights Pty. Ltd. Australia
Nandette Pty. Limited Australia
Australian Independent Media Data Pty. Limited Australia
CZT/ACN Trademarks, L.L.C. Delaware
IMS Financial ACN Holding GmbH Germany
ACN Marketing Research Holding GmbH Germany
A.C. Nielsen GmbH Germany
A.C. Nielsen Werbeforschung S&P GmbH Germany
"P&S" Handelsbertung GmbH Germany
SRG Holdings Limited Hong Kong
SRG Management Services Limited Hong Kong
Research Consulting Services Ltd. Hong Kong
SRG China Ltd. Hong Kong
Shanghai SRG Ltd. China
SRG International (HK) Ltd. Hong Kong
SRG Research Services (HK) Ltd. Hong Kong
Survey Research Hong Kong Ltd. Hong Kong
Survey Research Asia Pacific Ltd. Hong Kong
Survey Research Taiwan Ltd. Taiwan
Survey Research Group Ltd. Hong Kong
SRG Guangzhou Ltd. China
Survey Research Group Pte. Ltd. Singapore
SRG Research Canada Ltd. Canada
D.J. Calhoun Marketing & Development Ltd. Canada
Recherches en Marketing (Quebec) Inc. Canada
P.T. SRI Nielsen Indonesia Indonesia
SRG Japan K.K. Japan
Hankook Research Company Korea
Survey Research Malysia Sdn Bhd Malaysia
Target Marketing Promotions Sdn Bhd Malaysia
Consumer Pulse Inc. Philippines
Dealer Pulse Inc. Philippines
Media Pulse Inc. Philippines
Philippine Monitoring Services Inc. Philippines
Research Philippines Unisearch INC Philippines
Survey Research Singapore Pte. Ltd. Singapore
Deemar Company Ltd. Thailand
SRG International Ltd. New York
</TABLE>
<PAGE>
[GRAPHIC OMITTED]
NETWORK SUBLICENSE ADDENDUM
This document (the "Addendum") is between Oracle Corporation ("Oracle") and the
Alliance Member and shall be governed by the terms of the Oracle Alliance
Agreement between the Alliance Member and Oracle effective May 31, 1998 (the
"Agreement") and the terms set forth below.
1. PROGRAM DISTRIBUTION
1.1 Sublicense of Programs and Terms
The Alliance Member shall have the right to market and grant
Sublicenses of Full Use Programs, which are available in production
release and listed on Oracle's Price List in effect at the time the
Programs are ordered from Oracle to Sublicense to a Sublicensee, for
use with the Sublicensee's Network; provided, however, the Alliance
Member shall have no right to Sublicense any Programs designated as
Oracle Applications Programs, Limited Production Programs, or other
Programs specified by Oracle from time-to-time, without the prior
written consent of Oracle. The Alliance Member shall have the right
to market and grant Sublicenses of Full Use Programs to Sublicensees
for use on Designated Systems in the Network in conjunction with the
Integrated System. Each copy of the Full Use Programs distributed
shall be for the Sublicensee's own internal use in the Territory only
on a Network of Designated Systems limited to a maximum number of
Users.
To acquire Programs for Sublicensing to Sublicensees, the
Alliance Member shall order such Programs from Oracle. Each order
shall specify the applicable Programs, maximum number of Users,
computer/operating system configuration, fees, shipping location, and
any other information required by Oracle for processing the order.
1.2 Distribution under Oracle Agreement
In addition to the Sublicense rights specified in Section 2.3.A
of the Agreement, and notwithstanding the terms of such Section and
Section 2.3.B of the Agreement, the Alliance Member shall have the
right to market and grant Sublicenses of Full Use Programs to
Sublicensees for use in conjunction with the Integrated System under
a standard Oracle Software License and Services Agreement in lieu of
Sublicensing the Programs under a written Sublicense agreement.
The Alliance Member may submit orders for Sublicenses to Oracle
for its acceptance.
With each such order, the Alliance Member shall submit a
standard Oracle Software License and Services Agreement executed by
the applicable Sublicensee, or shall reference on such order that the
Programs will be licensed to the Sublicensee subject to an existing
license agreement effective between the Sublicensee and Oracle (the
"Oracle Agreement"). The order shall consist of an Oracle Order Form
executed by the applicable Sublicensee identifying the Program
licenses, maximum number of Users, and the Network Sublicensed to the
<PAGE>
Sublicensee. Upon the Alliance Member's request, Oracle may provide
assistance in preparing such Order Form.
If the Sublicensee is a federal agency, the Alliance Member
shall submit with each such order a written document executed by an
authorized Sublicensee contracting officer which contains the
following provision: "This is an open market order placed pursuant to
terms identical to the terms and conditions of Oracle's General
Services Administration (GSA) Schedule A Contract for Oracle Programs
current as of the order date, with the exception of the maximum order
limitations, discounts, maintenance, training units and other
discounts specific to the applicable Oracle GSA Schedule. No other
pre-printed or reference terms and conditions shall apply." This
written document shall be deemed the applicable Oracle Agreement.
The Alliance Member shall indemnify Oracle for any claims,
damages, or losses arising from failure to obtain any Oracle
Agreement.
If the order specifies that the Programs are to be delivered to
the Alliance Member, the Alliance Member shall have the right to
re-deliver the Programs with their original packaging to the
applicable Sublicensee.
1.3 Full Use Programs
For the purposes of this Addendum, "Full Use Programs" shall
mean unaltered versions of the Programs with all functions intact.
1.4 Network
For the purposes of this Addendum, "Network" shall mean the
Designated Systems specified in the applicable Order Form for
Sublicense to a Sublicensee which are directly or indirectly
connected together using SQL*Net or other Oracle connectivity
Programs. In addition, the Network may consist of any number of
single-user computers serving as client computers. For each
Sublicense of Programs for use in a Network, the alliance Member
shall include in each Sublicense agreement a provision which
specifies, at a minimum, the definition of a Network specified herein
and which limits the use of the Programs Sublicensed under the
applicable Order Form to such Network.
1.5 Value-Added Package
For the purposes of this Addendum, "Integrated System" shall
mean the hardware and software products having Value-Added which are
developed, sold, and/or licensed with the Programs to a Sublicensee
by the Alliance Member to satisfy such Sublicensee's internal
business requirements and objectives. For purposes of the Agreement,
the Integrated System will be regarded as the Alliance Member's
<PAGE>
Value-Added Package which is described in the attached Value-Added
Attachment. The Integrated System shall be regarded as "Value-Added"
if the following materials are provided as part of the Integrated
System by the Alliance Member: (a) non-Oracle developed software; (b)
customized programming or customized consulting; and (c) other
computer products or components.
1.6 No Distributors
The Alliance Member's right to market and grant Sublicenses of
Full Use Programs hereunder shall be limited to the Alliance Member
only. The Alliance Member shall not appoint any third party to
distribute the Programs without Oracle's prior written consent.
1.7 Media and Documentation
Oracle shall deliver to the shipment address specified in the
applicable Sublicense report or the Sublicensee location specified in
the applicable Order Form executed by the Sublicensee one copy of the
software media ("Master Copy") and one set of Documentation (CD-Rom
or bound, whichever is generally available) for each Program
currently available in production release as of the date the Programs
are ordered for Sublicense for use on the applicable Designated
Systems. The Sublicensee shall be responsible for copying the
software media for the Programs and installing the Programs for use
in the United States in accordance with the terms specified herein.
Unless otherwise specified herein, the Sublicensee shall acquire no
right to copy Documentation. The Alliance Member agrees to pay
applicable sales tax, media and shipping charges. For each Sublicense
of Programs for use in a Network, the Alliance Member shall include
in the Sublicense agreement a provision which specifies, at a
minimum, the rights and limitations specified herein with respect to
the Master Copy.
1.8 Verification
For each Sublicense of Programs for use in a Network, the
Alliance Member shall include in the Sublicense agreement a provision
which specifies, at a minimum, the following:
A. At Oracle's written request, not more frequently than annually,
the Sublicensee shall furnish Oracle with a signed
certification: (a) verifying that the Programs are being used
pursuant to the provisions of the applicable Sublicense
agreement, including any User and other limitations, and (b)
listing the locations, types and serial numbers of the
Designated Systems on which the Programs are run.
B. Oracle may, at its expense, audit the Sublicensee's use of the
Programs. Any such audit shall be conducted during regular
business hours at the Sublicenee's facilities and shall not
unreasonably interfere with the Sublicensee's business
activities. If an audit reveals that the Sublicensee has
underpaid fees to Oracle, the Sublicensee shall be invoiced for
such underpaid fees based on the Price List in effect at the
time the audit is completed; if the underpaid fees exceed 5% of
<PAGE>
the license fees paid, then the Sublicensee shall also pay
Oracle's reasonable costs of conducting the audit. Audits shall
be conducted no more than once annually.
2. SUBLICENSE FEES
2.1 Sublicense Fees and Rate
With respect to each Sublicense of Programs under this Addendum
for use in a Network, the Alliance Member and Oracle shall negotiate
fees for Programs, Technical Support services, and any other such
fees and charges. In order to obtain a price quotation from Oracle,
the Alliance Member shall notify Oracle in writing of the name and
address of the prospective Sublicensee, the Programs to be
Sublicensed or licensed, the Network, and any other such information
as Oracle may request in order to generate a pricing quotation. The
Alliance Member acknowledges that Oracle may choose not to issue any
pricing quotation or to fulfill any order for Programs placed under
this Addendum.
Fees for Sublicense or for license of Programs shall be due and
payable thirty (30) days from the invoice date. The Alliance Member
shall not be relieved of its obligation to pay Sublicense fees owed
to Oracle by the nonpayment of such fees by the Sublicensee.
2.2 Users and Servers
The fees for Sublicense of a Program for use in a Network shall
be based and priced on the applicable User Level for the maximum
number of Users for such Program, as specified in the Price List, and
fees based on the type and number of server computers for which the
Programs will be licensed. The Alliance Member shall have the right
to Sublicense on any User basis specified in the Price List in effect
at the time the applicable Program is Sublicensed to a Sublicensee.
3. TERM
This Addendum shall become effective on the Effective Date
specified below and shall be valid for one (1) year (the "Term"),
unless terminated as provided in the Agreement. Any renewal of this
Addendum shall be subject to renegotiation of terms and fees.
4. TERRITORY
The Alliance Member shall have the right to market and grant
Sublicenses of Full Use Programs in the United States only (the
"Territory").
5. TECHNICAL SUPPORT
5.1 Technical Support for Sublicensees
A Sublicensee may acquire Technical Support services for Full
Use Programs Sublicensed under this Addendum from Oracle at Oracle's
standard rates and fee in effect at the time such Technical Support
services are ordered under an Oracle Technical Support Services
Agreement or Oracle Agreement, as applicable.
5.2 Technical Support Contact
For each Sublicense of Programs for use in a Network for which
Technical Support services are ordered, the Sublicensee shall
designate one Sublicensee employee (plus two Sublicensee employees
2
<PAGE>
as backups) who shall serve as the sole liaison between the
Sublicensee and Oracle as the Sublicensee's on-site Technical Support
Contact. The Sublicensee shall notify Oracle whenever the designated
Technical Support Contact responsibilities are transferred to another
employee. Technical Support is effective upon shipment (or upon Order
Form Effective Date for products not requiring shipment). Support
fees are due and payable annually in advance. Technical Support for
the second year and thereafter will be based on Oracle's support
pricing in effect at the time services are ordered. For any Technical
Support Updates to the Programs provided under the applicable Order
Form, Oracle shall ship to the shipment address given for a
Sublicensee, or Sublicensee Location specified in the Order Form
executed by the Sublicensee, one Technical Support Update copy for
each operating system. The Sublicensee shall be responsible for
copying and installing the Updates on the servers in the Network for
which the Programs are licensed.
For each Sublicense of Programs for use in a Network, the
Alliance Member shall include in the Sublicense agreement a provision
which specifies, at a minimum, the Technical Support Contact and
Update rights and limitations specified above.
6. SUBLICENSE REPORTS
With each order for Programs for Sublicense to a Sublicensee,
the Alliance Member shall send Oracle a report detailing for each
Sublicensed Full Use Program: Sublicensee name, address, make/model
and operating system of the Designated System, Full Use, maximum
number of licensed Users, whether the Sublicense is a Trial
Sublicense, total Program fees and Technical Support Fees due to
Oracle, and specific descriptions of the Integrated System and
Value-Added.
The Effective Date of this Addendum shall be May 31, 1998.
<TABLE>
<CAPTION>
Executed by the Alliance Member: Executed by Oracle Corporation:
<S> <C>
Authorized Signature: /s/ Mike Chamberlain Authorized Signature: /s/ Jeffrey M. Rosado
Name: Mike Chamberlain Name: Jeffrey M. Rosado
Title: President Title: Manager, Alliances Sales Support
</TABLE>
ORACLE
Oracle Corporation
500 Oracle Parkway
Redwood Shores, CA 94065
(415) 506-7000
Oracle is a registered trademark of Oracle Corporation.
5-98
3
<PAGE>
AMENDMENT ONE
to the
NETWORK SUBLICENSE ADDENDUM
to the
ORACLE ALLIANCE AGREEMENT
between
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
and
ORACLE CORPORATION
This document ("Amendment One") shall serve to amend the Network Sublicense
Addendum dated 5/31, 1998 (the "Addendum") to the Oracle Alliance Agreement
between the Alliance Member and Oracle dated 5/31, 1998 (the "Agreement").
The parties agree to amend the Addendum as follows:
1. Delete the body of Section 1.1 in its entirety and replace with the
following:
"The Alliance Member shall have the right to market and
grant Sublicenses of Full Use Programs, Runtime Programs, and
Application Specific Full Use Programs, which are available in
production release and listed on Oracle's Price List in effect at the
time the Programs are ordered from Oracle to Sublicense to a
Sublicensee for use with the Sublicensee's Network; provided,
however, the Alliance Member shall have no right to Sublicense any
Programs designated as Oracle Applications Programs, Limited
Production Programs, or other Programs specified by Oracle from
time-to-time without the prior written consent of Oracle, to which
Oracle will not unreasonably withhold the Programs for sublicensing
which are incorporated into the Alliance Member's Value-Added
Package. The Alliance Member shall have the right to market and grant
Sublicenses of such Programs for use on Designated Systems in the
Network in conjunction with the Integrated System to Sublicensees.
Each copy of the Programs distributed shall be for the Sublicensee's
own internal use in the Territory only on a Network of Designated
Systems limited to a maximum number of Users."
2. In the first sentence of Section 1.2, after the words "grant
Sublicenses of" delete the words "Full Use."
3. Delete Section 1.3 and replace with the following:
"1.3 A. Full Use Programs
For the purpose of this Addendum, "Full Use
Programs" shall mean unaltered versions of the Programs with
all functions intact.
1
<PAGE>
B. Running Programs
For the purpose of this Addendum, "Runtime
Programs" shall mean Programs which shall be limited to use
solely for the purpose of executing an unmodified standard
version of the Alliance Member's Application Program.
Runtime Programs may not be used to build or modify reports
or applications.
Notwithstanding the above, a sublicensee, prior to
deploying the Application Program and updates to the
Application Program, may recompile C and COBOL programs and
regenerated Developer2000 objects only for encryption
purposes to prevent unauthorized access to a sublicensee's
sensitive data."
C. Application Specific Full Use Programs
For the purposes of this Addendum, "Application
Specific Full Use Program(s)" shall mean Programs which shall
be limited to using and developing in conjunction with the
Alliance Member's Application Program. Each Application
Specific Full Use Program licensed under this Addendum may
only be used with the Application Program and may not be
used with other application programs. The Sublicensee may
not use the Application Specific Full Use Programs to
create any additional applications, or for any purpose
other than implementation, modification, and support of
the Application Program. The Sublicensee may use the
Application Specific Full Use Programs to customize the
Application Program as required, including changing forms
through the use of SQL*Forms and creating and altering
tables that the Application Program uses. The Application
Specific Full Use Program Sublicensee may not use the
Programs to expand the Application Program beyond the
scope provided and supported by the Alliance Member. "Full
Use Programs" shall mean unaltered versions of the
Programs with all functions intact."
4. In Section 1.5 (b) replace the word "and" with the word "or".
5. In the first sentence of Section 1.6, delete the words "Full Use."
6. In Section 1.7, after the first sentence insert the following:
"The Alliance Member has the right to ship inventoried Runtime and
Application Specific Full Use Programs to Sublicensees, in lieu of
Oracle shipping to Sublicensee."
7. Notwithstanding anything to the contrary in the Addendum, should the
Alliance Member offer to a prospective Sublicensee a standard Network
Sublicense, the Alliance Member would not be required to obtain a
price quotation from Oracle. For each copy of the Programs
Sublicensed by the Alliance Member for a standard Network Sublicense,
the Alliance Member agrees to pay Oracle a Sublicense fee
2
<PAGE>
equal to the applicable percentage, as stated below, of the
applicable license fee for each such Program, as specified in the
applicable Price List and Alliance Member Price List supplement to
such Price List in effect at the time the applicable Programs are
Sublicensed to a Sublicensee.
License Type Sublicense Rate
------------ ---------------
Full Use 60%
Runtime 30%
Application Specific 45%
8. Before the second paragraph of Section 2.1, add the following header,
"A. Full Use Programs"
9. Add the following new paragraph to the end of Section 2.1:
"B. Runtime and Application Specific Full Use Programs
As further specified in Section 6 of this Addendum, Runtime
and Application Specific Full Use Sublicense fees shall be due and
payable within thirty (30) days of the last day of each month. The
Alliance Member shall not be relieved of its obligation to pay
Sublicense fees owed to Oracle by the nonpayment of such fees by the
Sublicensee."
10. In Section 4, replace "United States only" with "Territory" and add
the following to the end of Section 4:
"The "Territory" shall be defined as Sublicensee facilities worldwide,
subject to U.S. export laws."
11. Delete the header of Section 5.1 and replace with the following:
"Section 5.1 A. Technical Support for Full Use Sublicenees."
12. Add the following after Section 5.1 A:
"5.1 B Technical Support for Runtime and Application Specific
Full Use
For Technical Support services, as stated in the Technical
Support Attachment to this Addendum, for Sublicensees, each year the
Alliance Member agrees to pay Oracle annual Technical Support Fees
for each Runtime Program Sublicensed and Application Specific Full
Use Program under this Addendum where the Sublicensee received
technical support services for such Runtime Program during the
applicable support period from the Alliance Member. Alliance Member
shall only be responsible for paying a pro rata portion of the
Technical Support Fees for those Sublicensees who only receive
support for a partial year. Annual Technical Support Fees for a
Program shall be equal to the applicable
3
<PAGE>
Technical Support Percentage Rate specified below of the Sublicense
fees accrued to Oracle for the period specified below during which a
Sublicensed Program is supported by the Alliance Member.
Technical Support Technical Support
Services Level Percentage Rate
-------------- ---------------
Silver %
Year 1 7.5%
Year 2 7.5%
Year 3 8.0%
Year 4 9.0%
Year 5 10.0%
If the Sublicensee has not continuously maintained Technical Support
services from the earlier of the date of Sublicense or the date of
shipment, the Alliance Member shall be required to reinstate lapsed
Technical Support services for the applicable Sublicense at the fees
set forth in this Section."
"On each anniversary during the Term of this Addendum, the Alliance
Member shall provide to Oracle a report setting forth all the
Alliance Members Sublicenses and those Sublicensed Programs which
were supported by the Alliance Member for the year following the
prior anniversary. The Alliance Member shall provide Oracle with
payment of all Technical Support Fees, for the year following the
prior anniversary, required under the applicable anniversary report
with such report in the form of a check made out in the amount of
such fees. All Technical Support Fees paid to Oracle are
noncancelable and nonrefundable."
13. Add the following header to the first paragraph of Section 6:
"A. Full Use Programs"
14. Add the following subsection to the end of Section 6:
"B. Runtime and Application Specific Full Use Programs
Within thirty (30) days of the last day of each and every month,
the Alliance Member shall send Oracle a report detailing for
that month:
1. For each Sublicensed Application Package shipped during the prior
month, Sublicensee name, address, make/model and operating system of
the Designated System, date of shipment, Runtime Programs shipped,
maximum number of licensed Users, whether the Sublicense is a Trial
Sublicense, and total Sublicense fees and Technical Support Fees due
to Oracle;
2. For each Application Program licensed to end-users to be used with
previously installed software licensed by Oracle in conjunction with
the Application
4
<PAGE>
Program, Sublicensee name, address, make/model and operating system
of the computer, and date of installation."
Subject to the modifications herein, the Addendum and the Agreement shall
remain in full force and effect.
The Effective Date of this Agreement One is 5/31, 1998.
SYSTEMS & COMPUTER ORACLE CORPORATION
TECHNOLOGY CORPORATION
By: /s/ Mike Chamberlain By: /s/ Jeffrey M. Rosado
--------------------------- ---------------------------------
Name: Mike Chamberlain Name: Jeffrey M. Rosado
--------------------------- ---------------------------------
Title: President Title: Manager, Alliances Sales Support
--------------------------- ---------------------------------
5
<PAGE>
VALUE-ADDED ATTACHMENT
Description of Integrated System:
SCT Education Systems Product Descriptions
for
Oracle Partnership Agreement
Banner2000(TM)
Banner2000 Student -- This solution fuses administrative and academic
functions for a complete business solution. Users focus on enrollment
management objectives, while prospects, students, and faculty enjoy secure
access to their information to apply, register, pay, grade, and advise.
Banner2000 Student features these key modules: Course Catalog, Class Schedule,
General Person, Events Management, Faculty Load, Recruiting, Admissions,
General Student, Registration, Location Management & Housing, Accounts
Receivable, Academic Records/Transfer Articulation, Degree Audit.
Banner2000 Finance -- Higher education needs a fund accounting solution that
supports Generally Accepted Accounting Principles (GAAP) as defined by FASB
and GASB. The economic environment places increased emphasis on cost
containment, research accounting, and grant funding. Banner2000 Finance was
designed exclusively for this unique environment. Its embedded workflow
management, simplified reporting, and executive query tools manage day-to-day
financial operations and free users to access and analyze critical financial
information. The key modules of Banner2000 Finance include General Ledger,
Fixed Assets, Purchasing, Cost Accounting, Accounts Payable, Accounts
Receivable, Stores Inventory, Investment Management, and Budget Development.
Banner2000 Financial Aid -- With Banner2000 Financial Aid, institutions stay
ahead of the regulatory curve to take advantage of the electronic transfer of
information. SCT's ongoing support of industry initiatives lets institutions
choose how to manage financial aid, streamline financial aid operations, and
meet enrollment objectives. Banner2000 Financial Aid includes these integrated
functions: Applicant Record Creation, Funds Management, Requirements Tracking,
Disbursement, Budgeting, Loan Processing, Need Analysis, Verification, Student
Employment, Award History/Transcripts, EDE, Reporting, and Packaging.
Banner2000 Human Resources/Payroll -- In higher education, human resources
administration is more than payroll, employment, compensation, and benefits.
Position control, tenure, deferred pay, work-study, and regulatory
requirements further define information system needs. Banner2000 Human
Resources/Payroll addresses the complexities of higher education in the
context of core human resources functions and adds value to the institution's
business with built-in workflow. Its 11 comprehensive modules include
Applicant Tracking, Position Management, Employment Administration, Personnel
Services Budgeting, Compensation Administration, Time & Attendance Reporting,
Employee Relations Administration, Payroll Calculation, Payroll Adjustments &
History, Health & Safety Administration, and Benefits Administration.
Banner2000 Alumni/Development -- This solution gives the institution a rich
repository of information about constituents, from their days as students to
their lives today, for building strong and lasting relationships, mining
institutional gold, and competing successfully for dollars. Its key modules
include Constituents, Prospect Management, Organizations, Solicitor
Organization, Membership, Campaigns, Events, Designations, and Gift & Pledge
Processing.
Loan Management System -- SCT's Loan Management System gives institutions the
confidence to adhere to federal regulatory and due diligence requirements,
eliminate the high costs associated with third-party servicers, and increase
collections. LMS serves as the central repository for the institution's loan,
consolidated billing, and collection data. Developed specifically for higher
education administrators, the
<PAGE>
system offers timely billing and complete due diligence capabilities, helping
institutions lower default rates, significantly reduce collection costs, and
increase annual collections by as much as 20 percent. LMS can be fully
integrated with Banner2000(TM) systems to minimize record keeping and add a
level of efficiency and data integrity while activating security levels to
protect confidential information.
Banner2000 CAPP(TM) -- This curriculum, advising, and program planning
solution offers flexible student tracking toward a degree, certificate, or
diploma. Banner2000 CAPP gives users freedom in defining academic requirements
online and evaluating academic progress.
Banner2000 Web for Students -- Banner2000 Web for Students delivers timely
information in a way that today's students and prospects know and love. Using
hypertext links to navigate system screens, students gain self-service access
to course catalogs, class schedules, online registration, grades, admissions,
account balances, financial aid, address verification, and transcripts. It
provides students with secure World Wide Web access to information in a
familiar format.
Banner2000 Web for Faculty & Advisors -- This solution puts information on
instructional activities in the hands of those responsible for managing the
process. Using hypertext links to navigate system screens, faculty and
advisors gain self-service access to mid-term and final grading, course
rosters and waitlists, student registration, biographic information, campus
directories, faculty schedules, employment history, course catalog, and class
schedules. Banner2000 Web for Faculty & Advisors enables faculty to grade and
advise on their own schedules -- on campus or at home -- with easy, secure
access to the administrative data they need.
Banner2000 Web for Employees -- This solution goes beyond enabling users to
elect benefits for open enrollment. Using hypertext links to navigate system
screens, employees and job applicants can accomplish these HR tasks and more:
update tax exemption information, benefits, directory profiles, and
miscellaneous biographic information; and view payroll and job history,
paychecks/direct deposit stubs, leave history, year-end tax statement, and
flexible spending account activity. Banner2000 Web for Employees transforms
employees into a virtual HR staff.
Banner2000 Web for Executives -- Banner2000 Web for Executives is the source
of strategic information for the enterprising executive. It provides key
benchmarking data about the institution's performance for analyzing internal
practices, measuring effectiveness of business processes, assessing costs of
current activities, and comparing data with general trends across the
industry. A one-stop shop for all executive-level information, Banner2000 Web
for Executives furnishes key performance indicators (KPI), or detailed lists
of measurements that the institution considers vital to monitoring and
evaluating strategies. Using familiar, intuitive Web technology, executives
view KPIs tailored to the institution's requirements.
Banner2000 Web for Alumni -- With Banner2000 Web for Alumni, constituents can
access the Banner2000 administrative database through the World Wide Web. This
removes staff from the burden of answering routine questions via phone and
mail, and frees them to focus on more strategic activities that promote the
institution. At the same time, constituents enjoy an easy, efficient
connection to all the functions they need to become and remain regular
contributors to the institution: communications, membership, events, career
opportunities, voluntary support, and volunteer opportunities.
Banner2000 Voice Response -- This solution enables institutions to reach out
to their customers and provide improved services, without increasing staff.
With Banner2000 Voice Response (VR), students can check their admissions
status, register for courses, and inquire about
<PAGE>
their financial aid--all by themselves, at any time of day or night, from any
Touch-tone phone. Banner2000 VR Student and Banner2000 VR Financial Aid are
integrated solutions for direct student access to information and
transactions. They provide consistent answers to students' questions,
eliminate long waiting lines, reduce data entry time, and provide an
additional level of service to students.
Banner2000 Kiosk -- This solution provides a service center or help desk in
highly traveled places on or off campus -- for example, the student union or a
popular shopping mall. Students can walk up to the kiosk and get answers to
their questions at any time, day or night. They gain access to information
about admission and decision status, financial aid awards, course
availability, registration, account balances and payment options, schedules,
grades, transcripts, and campus maps.
EDI.Smart(TM) -- This solution is available today and is in production on
college and university campuses. It offers full EDI translation-level support
for more than 270 transaction sets and supports standalone systems, LANs,
Internet FTP and SMTP protocols, and EDIFACT standards. Also, EDI.Smart
includes a Wizard to simplify creation of external interfaces. A desktop
computer-based solution, EDI.Smart runs with any SCT Education Systems
administrative software. Developed to expedite a range of activities,
EDI.Smart supports ANSI ASC X12 standard transaction sets, including academic
transcripts, enrollment certification, applications for admission, and
purchase orders.
Strategic Enrollment Management -- Strategic Enrollment Management -- and the
SAS(R) engine that serves as its foundation -- summarizes and transforms
Banner2000(TM) data to support both point-in-time and longitudinal analysis.
Users explore and identify critical trends for the institution, model critical
business relationships, forecast outcomes based on history, evaluate options,
and take action. No other product puts the pieces together as completely and
as quickly as Strategic Enrollment Management. And no other product provides
such an easy window to information-centric analysis and planning.
Banner Object:Access(TM) -- This solution provides application -independent,
ststandardized business logic so that the information requested is exactly what
is delivered through the user's choice of access method. The Banner
Object:Access architecture presents information in functional categories for
effective reporting.
SCT Aspire(TM) for Banner2000 -- An integrated distance education solution,
SCT Aspire for Banner2000 incorporates best practices in electronic student
services and distance education as well as online registration, course deliver
and management, advising, and skills/competency assessment capabilities. The
foundation of this solution's architecture is Banner2000 and its net-centric,
enterprise-wide business processes.
Banner2000 Imaging for Student -- This solution enables users across the
enterprise to streamline work processes by scanning, annotating, reviewing,
and filing documents electronically. Banner2000 Imaging for Student supports
admissions, registration, faculty, and billing functions. All popular scanning
devices are supported.
Banner2000 Imaging for Finance -- With this solution, users in accounts
payable can query finance imaging records utilizing search fields and database
functions. They can review or annotate images, add documents to the imaging
system, and electronically file documents into finance folders. All popular
scanning devices are supported.
Banner2000 Imaging for Financial Aid -- This solution speeds and streamlines
the decision-making process within financial aid administration by enabling
users to scan financial aid documents such as award letters, tax returns,
institutional applications, verification worksheets, and loan applications.
With Banner2000 Imaging for Financial Aid, users can query records by
utilizing search fields and database functions. They can review and annotate
images as well as add documents to the imaging system. All popular scanning
devices are supported.
Banner2000 Imaging for Human Resources -- Banner2000 Imaging for Human
Resources is one more step toward maximizing employee empowerment and
self-service. Department search committees, for example, can scan resumes,
attach the scanned document to a Banner2000 applicant, and route to faculty.
Supervisors can find the same convenience in handling performance reviews. All
popular scanning devices are supported.
Banner2000 Imaging for Alumni/Development -- With Banner2000 Imaging for
Alumni/Development, users streamline development operations by querying
records, reviewing images, annotating online documents, and filing document
electronically. All popular scanning devices are supported.
<PAGE>
SCT Workflow -- This solution automates, simplifies, measures, directs, and
manages the flow of information through the enterprise. It effectively teams
processes, information, and people by offering key advantages: effective
dating, a graphical business process modeler, metrics, and access from SCT's
popular "Web for . . . " products.
<PAGE>
Plus2000(TM)
Plus2000 Student Information System (SIS) -- Plus2000 SIS is the proven and
informed choice to support student information management. It features nine
key modules: Shared Components, Admissions, Registration, Student Records,
Billing/Receivables, Degree Audit & Advising (On Course), Housing, Voice
Response, and Financial Aid Management. Plus2000 SIS gives institutions
unparalleled advantages in records processing and strategic management. It
enables users to quickly process and provide grades and use up-to-the-minute
data to effectively counsel students. The system's special On Course(TM)
feature improves advisory capabilities, and its Financial Aid Management (FAM)
module automates the entire financial aid process.
Plus2000 Financial Aid Management (FAM) --FAM interfaces with the Plus2000 SIS
Billing, Admissions, and Student Records modules. Also, incorporated into the
FAM module is the College Scholarship Service's (CSS(R)) Packaging Aid
Resource System (PARS), and Institutional Need Analysis System (INAS). To
support enrollment objectives, SCT also provides an annual Early Financial Aid
Release, for Early Decision Processing, and the CSS PROFILE(TM). Annual
regulatory updates for FAM and CSS keep you up-to-date in support of your
compliance requirements. With FAM, institutions gain assurance of efficient
operations and effective service levels in the following areas of financial
aid processing: Establishing financial aid funds, processing aid applications,
tracking document requirements, establishing student budgets, awarding aid,
authorizing disbursements, monitoring student eligibility, verifying
application data, processing special funds, and fund management & reporting.
Loan Management System -- This solution gives institutions the confidence to
adhere to federal regulatory and due diligence requirements, eliminate the
high costs associated with third-party servicers, and increase collections.
LMS serves as the central repository for the institution's loan, consolidated
billing, and collection data. Developed specifically for higher education
administrators, the system offers timely billing and complete due diligence
capabilities, helping institutions lower default rates, significantly reduce
collection costs, and increase annual collections by as much as 20 percent.
Plus2000 Financial Records System (FRS) -- Plus2000 FRS enables institutions
to achieve superior cash management by helping them track cash resources and
manage assets with maximum efficiency. Plus2000 FRS maintains software in
compliance with FASB and GASB guidelines. Institutions can use Plus2000 FRS
alone or integrated with the Plus2000 Human Resources System for an added
level of efficiency, productivity, and data integrity. Plus2000 FRS provides
five key modules: Financial/Grant Accounting, Purchasing, Fixed Assets,
Accounts Payable, and Budget Development.
Plus2000 Human Resources System (HRS) -- Plus2000 HRS features six
comprehensive modules: Position & Budget Control, Benefits & Deductions
Management, Payroll Processing, Personnel Management, Labor Distribution &
Accounting Control, and Applicant Tracking/Processing. Plus2000 HRS provides a
wide array of applicant-tracking features that enable institutions to
automatically match an applicant's skills to a position's requirements. With
Plus2000 HRS, users can administer and report on institutional practices and
policies in the key areas of employment, compensation, benefits, and position
control/budgeting. Comprehensive payroll components of Plus2000 HRS provide
flexibility for timely and accurate payrolls of any size, whether users are
producing checks, complying with tax and other regulatory requirements, or
meeting multiple payroll schedules simultaneously.
Plus2000 Alumni/Development System (ADS) -- SCT's Plus2000 Alumni/Development
System (ADS) offers superior control of giving and development programs by
helping institutions build a constituency, cultivate relationships, plan and
monitor campaigns, and conduct fund accounting, pledge tracking, and gift
processing. Plus2000 ADS, the proven and informed choice to support
institutional advancement, features six key modules: Constituent Management;
Relationship Cultivation; Campaign Management; Membership Management; Pledge,
Payment, Gift Management; and Financial History.
Plus2000 Web for Students -- Plus2000 Web for Students delivers timely
information in a way that today's students and prospects know and love. Using
hypertext links to navigate system screens, students
<PAGE>
gain self-service access to: course catalogs, class schedules, online
registration, grades, admissions, account balances, financial aid, address
verification, and transcripts. It provides students with secure World Wide Web
access to information in a familiar format.
Plus2000 Web for Faculty & Advisors -- This solution puts information on
instructional activities in the hands of those responsible for managing the
process. Using hypertext links to navigate system screens, faculty and
advisors gain self-service access to final grading, course rosters and
waitlists, student registration, biographic information, campus directories,
faculty schedules, course catalog, and class schedules. Plus2000 Web for
Faculty & Advisors enables faculty to grade and advise on their own schedules
- -- on campus or at home -- with easy, secure access to the adadministrative data
they need.
Plus2000 Web for Employees -- This solution goes beyond enabling users to
elect benefits for open enrollment. Using hypertext links to navigate system
screens, employees and job applicants can accomplish these HR tasks and more:
update tax exemptions; view deductions, earnings, pay stubs, job history,
paychecks, and leave balances; and update biographic information. Plus2000 Web
for Employees transforms employees into a virtual HR staff.
Plus2000 Web for Executives -- Plus2000 Web for Executives is the source of
strategic information for the enterprising executive. It provides key
benchmarking data about the institution's performance for analyzing internal
practices, measuring effectiveness of business processes, assessing costs of
current activities, and comparing data with general trends across the
industry. A one-stop shop for all executive-level information, Plus2000 Web
for Executives furnishes key performance indicators (KPI), or detailed lists
of measurements that the institution considers vital to monitoring and
evaluating strategies. Using familiar, intuitive Web technology, executives
view KPIs tailored to the institution's requirements.
Plus2000 Web for Alumni -- With Plus2000 Web for Alumni, constituents can
access the Plus2000 administrative database through the World Wide Web. This
removes staff from the burden of answering routine questions via phone and
mail, and frees them to focus on more strategic activities that promote the
institution. At the same time, constituents enjoy an easy, efficient
connection to all the functions they need to become and remain regular
contributors to your institution: communications, membership, events, career
opportunities, voluntary support, and volunteer opportunities.
Plus2000 Voice Response (VR) -- With Plus2000 VR, students can check their
admissions status, register for courses, and inquire about their financial aid
- -- all by themselves, at any time of day or night, from any Touch-tone phphone.
Voice Response (VR) Student and Financial Aid is an integrated solution for
colleges and universities to provide direct student access to information and
transactions. A cost-saving solution, VR frees personnel in the various
offices from answering routine questions. Just as important, it provides
consistent answers to students' questions, eliminates long waiting lines,
reduces data entry time, and provides an additional enhanced level of service
to students. SCT has partnered with three leading providers of interactive
voice processing systems -- TouchNet Information Systems, EPOS Corporation,
and Brite Voice Systems (formally Perception Technology Corporation). These
partnerships have resulted in joint development of a Voice Response solution
that is truly integrated with Plus2000 Student and Financial Aid applications.
Plus2000 Imaging for SIS -- This solution enables users across the enterprise
to streamline work processes by scanning, annotating, reviewing, and filing
documents electronically. Plus2000 Imaging for Student supports admissions,
registration, faculty, and billing functions. All popular scanning devices are
supported.
Plus2000 Imaging for FRS -- With this solution, users in accounts payable can
query finance imaging records utilizing search fields and database functions.
They can review or annotate images, add documents to the imaging system, and
electronically file documents into finance folders. All popular scanning
devices are supported.
Plus2000 Imaging for HRS -- Plus2000 Imaging for Human Resources is one more
step toward maximizing employee empowerment and self-service. Department
search committees, for example, can
<PAGE>
scan resumes, attach the scanned document to a Plus2000 applicant, and route
to faculty. Supervisors can find the same convenience in handling performance
reviews. All popular scanning devices are supported.
Plus2000 Imaging for ADS -- With Plus2000 Imaging for Alumni/Development,
users streamline development operations by querying records, reviewing images,
annotating online documents, and filing document electronically. All popular
scanning devices are supported.
Plus2000 Housing -- A robust, full-featured application, Housing in Plus2000
SIS enables institutions to deliver optimal customer service to those looking
for a home on campus. With Plus2000 Housing, institutions gain the advantage
of accelerated response time, improved success rates, flexible billing, and
the potential to honor special requests.
Plus2000 Kiosk -- This solution provides a service center or help desk in
highly traveled places on or off campus -- for example, the student union or a
popular shopping mall. Students can walk up to the kiosk and get answers to
their questions at any time, day or night. They gain access to information
about admission and decision status, financial aid awards, course
availability, registration, account balances and payment options, schedules,
grades, transcripts, and campus maps.
EDI.Smart -- This solution is available today and is in production on college
and university campuses. It offers full EDI translation-level support for more
than 270 transaction sets and supports standalone systems, LANs, Internet FTP
and SMTP protocols, and EDIFACT standards. Also, EDI.Smart includes a Wizard
to simplify creation of external interfaces. A desktop computer-based
solution, EDI.Smart runs with any SCT Education Systems administrative
software. Developed to expedite a range of activities, EDI.Smart supports ANSI
ASC X12 standard transaction sets, including academic transcripts, enrollment
certification, applications for admission, and purchase orders.
Strategic Enrollment Management -- Strategic Enrollment Management summarizes
and transforms Plus2000(TM) data to support both point-in-time and
longitudinal analysis. Users explore and identify critical trends for the
institution, model critical business relationships, forecast outcomes based on
history, evaluate options, and take action. No other product puts the pieces
together as completely and as quickly as Strategic Enrollment Management. And
no other product provides such an easy window to information-centric analysis
and planning.
Plus2000 GUI -- Plus2000 GUI provides access to administrative applications
either from the desktop or from a Web browser running over an intranet. In
addition, it supports the ability to provide a character-based interface for
users requiring that option. Complete with tools to aid configuration and
customization, Plus2000 GUI represents a technology breakthrough for Plus2000
solutions.
FOCUS Express for Plus2000 -- This solution provides users with immediate,
direct access to Plus2000 application databases, a multitude of pre-formatted
reports, and additional reporting capabilities such as label processing.
SCT Aspire for Plus2000 -- An integrated distance education solution, SCT
Aspire for Plus2000 incorporates best practices in electronic student services
and distance education as well as online registration, course deliver and
management, advising, and skills/competency assessment capabilities.
<PAGE>
Other
SCT Aspire (for Commerce) -- This is an enterprise solution for authoring,
administering, and managing the deliver of online learning. Users can set up
courses for online registration, define the types of users, run standard
reports, and track learners' activities. Learners can select and pay for
courses online, take the courses immediately, and communicate with instructors
by e-mail, bulletin boards, and discussion forums.
<PAGE>
SCT Government Systems Product Descriptions
for
Oracle Partnership Agreement
BANNER(R) PRODUCTS:
Banner Courts
An advanced case and financial management system for courts of all
jurisdictions, Banner Courts tracks cases and their participants from start to
finish. Banner uses sophisticated Oracle(R) and SQL database technology and an
architecture based upon user-defined codes and rules. Banner Courts is
comprised of four systems: Civil, Criminal, Juvenile, and Traffic. This
specialization allows courts at all jurisdictional levels to collect data and
establish process routines for specific case types.
The Banner Courts Civil Case Management System is a fully integrated, online
administrative system that provides a broad range of functions including
docketing, case tracking and management, accounts receivable and cashiering,
scheduling and calendars, and document management, as well as standard and ad
hoc query and reporting capabilities for civil courts.
The Banner Courts Criminal Case Management System is a fully integrated,
online administrative system that provides a broad range of functions
including docketing, case tracking and management, accounts receivable and
cashiering, scheduling and calendars, and document management, as well as
standard and ad hoc query and reporting capabilities for criminal courts.
The Banner Courts Juvenile Case Management System is a fully integrated,
online administrative system that provides a broad range of functions
including docketing, case tracking and management, accounts receivable and
cashiering, scheduling and calendars, and document management, as well as
standard and ad hoc query and reporting capabilities for family courts.
The Banner Courts Traffic Case Management System is a fully integrated, online
administrative system that provides a broad range of functions including
docketing, case tracking and management, accounts receivable and cashiering,
scheduling and calendars, and document management, as well as standard and ad
hoc query and reporting capabilities for traffic courts.
The Banner Extended Case Information System for Courts Module enables courts
to process and maintain information related to evidence and file tracking,
bail and bonds, and service documents.
The Banner Accounting Management for Courts Module enables the user to process
detailed accounting information related to court cases including accounts
payable, general ledger interface, and check reconciliation.
Banner Cash Receipts
Banner Cash Receipts is an innovative solution for governments looking to
improve fee collection management. Its relational database technology and
broad functionality help streamline cumbersome transactions. Banner Cash
Receipts can be integrated with other Banner systems to reduce data entry
redundancy and errors. Employees are able to enter information faster, and
need only do so once. Integration with cash drawers and printers--directly
from the desktop--simplifies cashiers' work and enables them to focus on
providing superior customer service.
Banner Records Indexing
Banner Records Indexing is an invaluable tool for managing public records and
improving workflow. Its six integral functions address the issues that are key
to simplifying document management: recording and receipting, indexing and
verification, searching and data retrieval, remote/internet access to
documents,
<PAGE>
accounts receivable, and document imaging. These features are adaptable to an
organization's policies and procedures.
Banner Occupational Tax and License
The Banner Occupational Tax & License System is an administrative application
that automates the collection of occupational taxes, business licenses,
permits, and fees.
Banner Property Tax
The Banner Property Tax System performs all the basic functions of property
tax assessment, calculation, billing, collections, and distributions. It
handles real property, personal property, manufactured homes, and motor
vehicles.
Banner Finance
Banner Finance's embedded workflow management, simplified reporting, and
executive query tools manage day-to-day financial operations and free users to
access and analyze critical financial information. The key modules of
Banner2000 Finance include General Ledger, Fixed Assets, Purchasing, Cost
Accounting, Accounts Payable, Accounts Receivable, Stores Inventory,
Investment Management, and Budget Development.
Banner HR
Banner Human Resources/Payroll includes 11 comprehensive modules: Applicant
Tracking, Position Management, Employment Administration, Personnel Services
Budgeting, Compensation Administration, Time & Attendance Reporting, Employee
Relations Administration, Payroll Calculation, Payroll Adjustments & History,
Health & Safety Administration, and Benefits Administration.
PSAS PRODUCTS:
Note: All PSAS products operate on the IBM AS/400 in native mode.
PSAS Financial
The PSAS2000 Financial system includes the Budgeting/Accounting, Fixed Assets,
Stores Inventory Control, Accounts Receivable, Business Licenses and Fees, and
Cash Receipts applications. Smooth integration between applications provides a
comprehensive, efficient, and accurate financial system. PSAS2000
Budgeting/Accounting is the core of the PSAS Financial system. Designed
specifically for government, it is an integrated accounts payable,
multiple-fund general ledger, and financial reporting system. Its features
include project accounting and budgetary accounting and control.
PSAS Utility Customer Accounting
The PSAS Utility Customer Accounting (UCA) system takes the headaches out of
billing, collection, accounting, and service order management. Designed for
both public and private utilities, it accommodates a variety of services and
provides a detailed history of consumption, charges, payments, and
adjustments. UCA provides complete control over service deposits, handles
delinquent accounts, and helps automate service order processing.
PSAS Payroll
PSAS Payroll automatically calculates gross pay, deductions, benefits, taxes,
and net pay. It calculates, prints, and reconciles checks for salaried,
hourly, and contract employees. It tracks personnel information through
user-defined fields and maintains pay rates, tax tables, and employee benefit
and deduction calculations online. It automatically distributes labor and
benefits costs to accounts and projects in PSAS Budgeting/Accounting, and it
handles the concurrent preparation of payrolls for multiple payroll
frequencies.
PSAS Records Indexing
PSAS Records Indexing enables government organizations to record, manage, and
retrieve vast quantities of documents--quickly and accurately. It also
generates a variety of required reports, such as document indexes,
<PAGE>
verification and document control listings, and fee collection audit reports.
With the PSAS Records Indexing System, governments can provide better service
without increasing staff, and generate greater revenue. PSAS Records Indexing
can be integrated with other SCT applications such as Cash Receipts, Accounts
Receivable, Remote Access, and Document Imaging to offer a complete solution
for the archival process.
<PAGE>
SCT Manufacturing & Distribution Systems Product Descriptions
for
Oracle Partnership Agreement
SCT's ADAGE is an object-oriented, graphical ERP solution with a special
emphasis on the process and hybrid manufacturing and distribution industries.
ADAGE employs a series of dynamic workflows composed of industry-specific
objects and business rules, rather than traditional software modules, that
model key business processes across the supply chain.
The 5 main Business Processes included in ADAGE are Manage the Enterprise,
Order to Cash, Procure to Pay, Plan to Produce and Design to Deploy. Manage
the Enterprise provides businesses visibility across their entire supply chain
and extended enterprise by managing inventory, financials, costs, and multiple
locations. Order to Cash includes order entry, customer management, order
fulfillment and management of receivables. Procure to Pay helps businesses
manage their suppliers, procurement of goods and services, logistics and
payables. The business process of Plan To Produce provides the ability to
forecast demand, generate plans, handle plan execution, and output
certification. The last major business process, Design to Deploy, incorporates
product research, quality management, product development, and process
development.
<PAGE>
SCT Utility Systems Product Descriptions
for
Oracle Partnership Agreement
BANNER's flexible tools, client/server approach, Oracle (R) capabilities and
Graphical User Interface (GUI) technology bring unprecedented functionality to
the utility industry.
BANNER CMS
Customer Management System -- The Customer Management System suite of products
provides capabilities to meet every aspect of handling customer needs and
providing top-notch customer service. Customer accounts are linked to
virtually every function needed to ensure satisfaction.
BANNER CIS
Customer Information System -- The heart of the customer management system,
CIS provides complete site-specific control over customer accounts and
provides a powerful, comprehensive system for delivering customer service. CIS
acts as the hub for other BANNER products affecting customer transactions. The
system's flexibility of design allows immediate access to customer information
- -- including account details, onsite inventory, requested services and aa
multitude of other details -- and the automatic interchange of information
about the customer with other modules streamlines account service. The system
supports any number of services -- metered or unmetered -- and offers
customers flexible options while allowing utilities to maintain tight control
over account details. CIS permits smooth integration of creating service
orders, entering readings, posting payments, producing bills and maintaining
customer service at levels customers have come to expect.
BANNER CCS
Customer Contact System -- This module works independently or in conjunction
with CIS to maintain complete customer contact records while simplifying
recordkeeping. It also allows automatic CSR notification during customer
contacts. In addition to providing ongoing records of contacts with customers,
it allows CSRs to access customer histories at the touch of a button, saving
time for customers and utility personnel. The opportunities for additional
marketing made possible by the automatic notification features enhance both
the utility's reputation for customer service and the opportunities for
additional revenues.
BANNER EWQ
The Electronic Work Queue System interacts with CIS to schedule tasks for
fulfilling Electronic Work Queue System customer service requests, allowing
assignment of individuals or groups and updating them as appropriate. The
comprehensive tracking of personnel assigned and the progress toward
completion, by group or by individual, allows utilities to schedule work more
efficiently and maintain complete control over workflow. Centralizing tasks in
"folders" with full tracking capabilities takes advantage of a wide range of
tools that simplify the completion of work assignments.
BANNER Customer Target+ (TM)
Customer Target+ extends the CIS customer database with information to design,
execute and manage marketing programs to qualified customers. The additional
customer information that assists in targeted marketing efforts can be
captured and used in conjunction with existing customer information without
disturbing normal workflow.
The system interacts with CSR screens for immediate enrollment of qualified
customers and manages mass communications for additional marketing efforts.
The ability to pinpoint the right customers and position those products and
services that best meet their needs brings utility marketing to a higher
level.
BANNER Customer Web Access
This cutting-edge product enables utilities to establish more than merely a
"presence on the web." Web Access gives utilities a new avenue of
communications with customers and provides new levels of
<PAGE>
customer service. Based on Oracle(R) Webserver technology, this product allows
two-way communication with customers through a World Wide Web site. Web Access
ensures that customers can obtain account information in a secure environment,
and enjoy other informational services at low personnel costs to the utility.
In addition, automated updating of utility records (such as signing up for
marketing programs) can be performed according to utility-defined rules.
BANNER Customer ELink (TM)
For customers who have contracted with other utilities for electric service,
BANNER Customer ELink manages billing through the CIS. In addition to
providing precise usage calculation with a detailed profile of line losses,
the system manages the calculation of bills, usage and nominations with a high
degree of accuracy to ensure that revenues are stable and correct.
Supply Chain/Utilities
The BANNER Supply Chain Suite of products brings powerful efficiency to those
utility operations that customers almost never see: the behind-the-scenes flow
of labor, materials, fuels and planning that make the difference between
smooth operations and chaos.
BANNER FMS
Fuels Management System -- The Fuels Management System manages all aspects of
non-nuclear fuels purchasing, transportation, usage and planning, including
sophisticated contract modeling and management. The capabilities of the system
reduce the labor involved in tracking and coordinating fuels distribution,
while increasing accountability and efficiency. Further, the system eases the
burden of complying with increasing regulatory issues and helps utilities gain
greater control over contract negotiations and costs.
BANNER MMS
Materials Management System -- This system manages the planning and
forecasting, inventory and stores control, requisitioning, purchasing and
accounts payable for materials used in the day-to-day operations of utilities.
It provides managers with an effective tool to increase efficiency by
providing real-time information and sophisticated tools to maintain control
over the physical needs of the utility. MMS ensures that transactions with
vendors are handled accurately and to the advantage of the utility.
BANNER IMS
Operating independently or in conjunction with the Materials Management
System, the Inventory Management System IMS manages job costing, distribution,
purchasing, planning and forecasting, replenishment, approval, materials
tracking and accounting for inventory used in jobs performed for customer
service. IMS enables utilities to maintain optimum inventory levels, resulting
in reduced costs, reduced waste and balanced inventory locations.
BANNER Material Catalog+.
This powerful cataloging system for materials and inventory is used as a
component in both the Inventory Management and Materials Management Systems.
It can also be used as a stand-alone product, integrated with existing
systems. BANNER's user-defined classifications help organize material for
maximum productivity. A central repository of data enables the user to employ
a number of search strategies. The emphasis on flexibility in designating
inventory makes the system adaptable to the methods in which utilities work,
while allowing all users to deal with inventory in an easy to understand
style.
BANNER Requisitioning and Purchasing
This module automates and streamlines the complex chore of tracking
requisitions, from original requisition requests through final payment of
invoices. By linking to vendor information, it also allows flexibility in
cutting costs and improving the efficiency of the purchasing process.
<PAGE>
BANNER WMS
Work Management System -- BANNER WMS is a sophisticated system for managing
capital projects, operations and maintenance, including project design,
initiation, scheduling, tracking, maintenance scheduling, work completion
reporting and closing. The system integrates with other BANNER systems,
including Electronic Work Queue and existing accounting systems. Complete,
real-time access to work status and tracking of projected versus actual
results gives managers the ability to improve performance and increase
effectiveness.
SCT's newest information management solution is designed to help utilities
compete in a deregulated environment. Built around the premier BANNER Customer
Management System suite, SCT SinglePoint Solutions (TM) also offers the full
range of services that utilities require to succeed in these new business
conditions. SCT takes care of the operations that each client chooses to
outsource, enabling utilities to dedicate their resources to enhancing core
strengths and satisfying customers.
Hardware Components: N/A
Software Products Other Than Programs: See "Description of Integrated System"
above.
Services to be provided by the Alliance Member: Consulting, Implementation,
Customized Programming, Training.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the
June 30, 1998 and 1997 financial statements and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<RESTATED>
<S> <C> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS 3-MOS 9-MOS
<FISCAL-YEAR-END> SEP-30-1998 SEP-30-1998 SEP-30-1997 SEP-30-1997
<PERIOD-END> JUN-30-1998 JUN-30-1998 JUN-30-1997 JUN-30-1997
<CASH> 11,332,000 11,332,000 10,750,000 10,750,000
<SECURITIES> 76,711,000 76,711,000 0 0
<RECEIVABLES> 137,013,000 137,013,000 104,785,000 104,785,000
<ALLOWANCES> 4,023,000 4,023,000 2,609,000 2,609,000
<INVENTORY> 0 0 0 0
<CURRENT-ASSETS> 233,111,000 233,111,000 126,104,000 126,104,000
<PP&E> 79,394,000 79,394,000 64,350,000 64,350,000
<DEPRECIATION> 31,034,000 31,034,000 26,489,000 26,489,000
<TOTAL-ASSETS> 315,204,000 315,204,000 193,099,000 193,099,000
<CURRENT-LIABILITIES> 55,878,000 55,878,000 49,175,000 49,175,000
<BONDS> 78,414,000 78,414,000 750,000 750,000
0 0 0 0
0 0 0 0
<COMMON> 362,000 362,000 346,000 346,000
<OTHER-SE> 179,309,000 179,309,000 139,868,000 139,868,000
<TOTAL-LIABILITY-AND-EQUITY> 315,204,000 315,204,000 193,099,000 193,099,000
<SALES> 103,902,000 284,092,000 74,933,000 202,605,000
<TOTAL-REVENUES> 105,040,000 288,405,000 75,094,000 203,011,000
<CGS> 64,185,000 178,490,000 45,811,000 126,403,000
<TOTAL-COSTS> 87,992,000 246,234,000 64,419,000 177,467,000
<OTHER-EXPENSES> 0 0 0 0
<LOSS-PROVISION> 0 0 0 0
<INTEREST-EXPENSE> 1,057,000 2,932,000 0 1,123,000
<INCOME-PRETAX> 15,991,000 39,239,000 10,675,000 24,421,000
<INCOME-TAX> 6,554,000 16,056,000 4,270,000 9,906,000
<INCOME-CONTINUING> 9,437,000 23,183,000 6,405,000 14,515,000
<DISCONTINUED> 0 0 0 0
<EXTRAORDINARY> 0 0 0 0
<CHANGES> 0 0 0 0
<NET-INCOME> 9,437,000 23,183,000 6,405,000 14,515,000
<EPS-PRIMARY> 0.28 0.69 0.21 0.50
<EPS-DILUTED> 0.26 0.64 0.19 0.45
</TABLE>
