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RETAILER.DOC
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1990-03-18
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423 lines
Computer Retailers
Customized WAITER Version
Often we are contacted by computer retailers requesting site
licensing information. For obvious reasons we are unable to
offer site licenses to retailers.
What we do offer in its place is a much better arrangement for
the retailer. We offer a customized version of the WAITER with
your business name and address embedded in the program. This
unique version can then be placed on every computer system you
sell. The WAITER is the most visible software on the computer,
and it makes a perfect place to do a little advertising. Since
most new computer purchasers want to show off their new system to
friends, business acquaintances, relatives, etc., why not let
them know where they acquired such a nice system. For a small
fee we can provide you with all of this. This license is good
for one year from the purchase date and allows you to install it
on any computer system you sell. You will find the contract,
order form, and prices attached to this document. Please review
the contract and if you have any questions feel free to contact
us. We can also provide you with a sample program to illustrate
how the software will appear to your customers.
Retailer Order Form
RETAILER ORDER FORM
COMPANY NAME:____________________________________________________
AUTHORIZED AGENT NAME:___________________________________________
STREET ADDRESS:__________________________________________________
CITY:____________________ STATE:______ ZIP:__________________
BUSINESS PHONE:(____) ______-________
PAYMENT METHOD (CHECK APPROPRIATE BOX):
(THE FOLLOWING PRICES ARE FOR A ONE (1) YEAR CONTRACT.)
ENCLOSED PAYMENT: [___] $ 170.00
BILL ME: 5/10 [___] $ 190.00
N/30 [___] $ 200.00
Send TWO (2) signed and dated copies of the LICENSE AGREEMENT
with this order form. One (1) copy will be returned to RETAILER
with DEVELOPERS signature and date.
Also send one (1) copy of the RETAILERS CUSTOMIZATION ORDER FORM.
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Retailer Customization Order Form
COMPUTER RETAILER CUSTOMIZATION ORDER FORM
FILL IN THIS BOX WITH THE INFORMATION YOU WANT DISPLAYED WHEN THE
WAITER IS RUN. THIS WILL ALSO BE DISPLAYED VARIOUS PLACES, HELP
SCREENS, COMMAND LINE, ETC.
PLEASE KEEP ALL LINES LESS THAN 60 CHARACTERS IN LENGTH AND 9
LINES.
(9 ROWS X 60 COLUMNS)
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PLEASE MAKE NOTATIONS FOR FORMATTING LINES. CAPITALIZED,
CENTERED, LEFT OR RIGHT JUSTIFIED, COLORS, ETC.
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Retailer License Agreement
RETAILER DISTRIBUTION CONTRACT
I. INTRODUCTION
This is a licensing agreement between program developer
DENNIS L. RANEY, referred to herein as Developer, who owns and
has the right to grant licenses in certain computer software, and
___________________________________ referred to herein as
Publisher, who desires to acquire a license to install such
software on Computer Systems they sell. The software that is the
subject of this agreement is known as WAITER MENU SYSTEM, but
shall be referred to in this agreement as Program.
II. DEFINITIONS
A. "Manual" shall mean a computer readable instruction manual
designed to teach an inexperienced user how to operate the
Program.
B. "Section" shall mean a part of this agreement that is
preceded by a Roman numeral.
C. "Clause" shall mean a subpart of this agreement that is
preceded by an uppercase Arabic letter.
D. "Computer Systems" shall refer to IBM-PC compatible computers
which have a CPU and are sold within the life time of this
contract at the Retailers place of business.
E. "Contract" shall refer to this signed and delivered
Agreement.
III. ITEMS PROVIDED BY DEVELOPER
A. Developer shall furnish Retailer a computer-copiable program
in object form. This Program shall be the WAITER MENU SYSTEM
Program as it currently exists for the IBM-PC/XT/AT class of
computer. The Program shall have all the features and perform
all the functions described in the WAITER MENU SYSTEM manual,
which is incorporated herein by reference.
IV. DELIVERY SCHEDULE
A. Developer shall deliver to Retailer all items to be furnished
under Section III of this Agreement on or before thirty (30) days
after receipt of said Contract.
V. MAINTENANCE, MODIFICATION, AND TRAINING.
A. For a period of six (6) months after the date of the Contract,
if Retailer notifies Developer of program error(s) or Developer
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has other reason to believe that error(s) exist(s) in the
Program, Developer shall use his best efforts to verify and fix
the error(s) within THIRTY (30) working days after notification.
If a verified error cannot be fixed within FORTY FIVE (45)
working days, Developer shall devote THREE (3) hours per day
toward correcting the error until the error has been corrected.
Developer shall notify Retailer if an error cannot be verified
within a reasonable time. Error corrections shall be machine-
readable and shall be such that Retailer can update the Program
immediately.
B. Retailer shall assume financial and legal responsibility for
the quality, reliability, and accuracy of the Program and shall
pay all expenses associated with any recalls or updates.
C. For a period of TEN (10) months after date of Contract,
Developer shall supply at no charge to Retailer any Program
enhancements that improve performance, utility, or existing
syntax, and that improve storage requirements.
D. Training for Program is not provided.
VI. NONEXCLUSIVE LICENSE
A. Developer hereby grants to Retailer a nonexclusive license to
install the Program on Computer Systems only. Retailer will
renegotiate contract for additional business sites.
B. This license granted under clause A of this section shall
start ______________________ _______, 19____, and shall expire
_________________ ________, 19_____. Upon expiration or
termination all rights granted herein shall revert to Developer.
VII. ACCEPTANCE
A. After Developer Delivers Program, Retailer shall have TEN (10)
days to test Program. If Developer is not notified in writing
within FIFTEEN (15) days of delivery of the Program that the
Program is unacceptable, Retailer shall be deemed to have
accepted the Program.
B. Retailer shall also be deemed to have accepted the Program if
the Retailer installs Program on Computer Systems.
C. If Retailer determines that Program is unacceptable, Retailer
shall notify Developer in writing of what changes must be made in
the Program to make it acceptable. Developer shall have FIFTEEN
(15) days from receipt of the notification to make these changes.
If they are not made within the FIFTEEN (15) day period, Retailer
may terminate this Agreement.
D. Upon acceptance of Program under clause A or B payment is
considered due and or earned.
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VIII. WARRANTIES
A. Developer warrants that Developer has the legal right to grant
Retailer the license as set out in Section VI of this agreement
and that such license does not infringe any third parties'
property or personal rights.
IX. COPYRIGHTS
A. All copies of the Program or Manual shall contain an
appropriate copyright notice in the name of the Developer.
B. Developer shall enforce its copyrights against infringers or
shall authorize Retailer to do so at Retailers expense.
C. Retailer agrees to use its best efforts to prevent any and
all unauthorized persons from acquiring the Program, and will
exercise the same care and diligence to protect the Developer's
proprietary property as it does to protect its own.
X. TERMINATION
A. Either party shall have the right to terminate this agreement
in the event that the other party commits a material breach of
its obligations. Intent to terminate shall be made by a written
notice, sent by certified mail to the breaching party, that sets
forth the details of the breach. Termination shall become
effective FIFTEEN (15) days from the date that the notification
of intent to terminate was mailed, unless the breaching party has
corrected the breach prior to that FIFTEEN (15) day period.
B. Notwithstanding clause A above, termination shall be effective
immediately if one or more of the following events occurs:
1. A petition of bankruptcy is filed by or against Retailer.
2. Retailer ceases through no fault of Developer to make the
Program available to Computer System buyers for more than
SIXTY (60) consecutive days.
3. Retailer announces that it intends to cease installation
of Program.
C. Notwithstanding termination of this agreement, the following
obligations and rights shall continue in full force:
1. Persons and companies who obtained the Program prior to
termination shall continue to have the right to use the
Program.
XI. GENERAL
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A. Retailer shall at the request of the Developer provide a human
readable mailing list of customers names and addresses on which
the Program was installed on their Computer Systems.
B. Neither party may sell, transfer, assign, delegate, or
subcontract any rights or obligations under this agreement
without the prior written consent of the other party, which shall
not be unreasonably withheld.
C. Any notice from one party to the other required by this
agreement shall be deemed made on the date of mailing if sent by
certified mail and addressed to the address specified below.
Retailers Address
_______________________________________
_______________________________________
_______________________________________
Developers Address
Dennis L. Raney
Raney & Associates
2612 Castle Drive
Blue Springs, MO. 64015-2845
D. This contract shall be construed under the law of the state of
MISSOURI.
E. This agreement sets forth the entire understanding between the
parties; it may be changed or modified only in writing and must
be signed by both parties.
F. This contract is binding upon and shall inure to the benefit
of the legal successors and assigns of the parties.
________________________________________________ Developer
SIGNED
________________________________________________
DATE
________________________________________________ Retailer
SIGNED
________________________________________________
DATE
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