conversations.from: human
conversations.value: Complete the next paragraph of this contract: DRAFT (Americas) 1/12/00 (Rev 1) SUPPORT AND MAINTENANCE AGREEMENT
   This Support and Maintenance Agreement ("Agreement") is entered into and is effective as of the ____ day of _______________2000 (the "Effective Date") by and between XACCT Technologies, Inc., a Delaware corporation ("XACCT") with its principal place of business at 2900 Lakeside Drive, Suite 100, Santa Clara, California 95054 and ________________________________, a _______________corporation ("Licensee") with its principal place of business at _________________________________.
  This Agreement sets forth the terms and conditions under which XACCT will provide Product Maintenance (as defined below) and Support Services (as defined below) for the Product which is licensed by Licensee pursuant to XACCT's End User Software License Agreement ("License Agreement"). Except where superseded by this Agreement, all other terms and conditions of the License Agreement are incorporated by reference. Capitalized terms that are not defined in Section 1. below or elsewhere in this Agreement have the same meaning as in the License Agreement.
  1. DEFINITIONS
  1.1 "Designated Support Contact " means Licensee's employee who is authorized to contact the XACCT support center.
conversations.from: assistant
conversations.value: 1.2 "Incident" means a single, discrete, malfunction or other problem which may require more than one (1) response before it is closed.
  1.3 "Major Release" means a version of the Product containing significant changes in functionality which usually will be designated with a whole number product version change such as 3.x to 4.x.
  1.4 "Minor Release" means a version of the Product containing minor improvements which usually will be designated with a one (1) decimal version change such as 3.x to 3.x; also sometimes referred to as "dot releases."
  1.5 "Product Maintenance" means the Product updates and revisions that are available from XACCT and selected by Licensee, as further referenced herein and the attachments hereto as may be amended from time to time.
  1.6 "Support Services" means the software support services that are available from XACCT and selected by Licensee, as further referenced herein and the attachments hereto as may be amended from time to time.
conversations.from: human
conversations.value: The rest of this: DRAFT (Americas) 1/12/00 (Rev 1) SUPPORT AND MAINTENANCE AGREEMENT This Support and Maintenance Agreement ("Agreement") is entered into and is effective as of the ____ day of _______________2000 (the "Effective Date") by ...
conversations.from: assistant
conversations.value: and between XACCT Technologies, Inc. , a Delaware corporation ("XACCT") with its principal place of business at 2900 Lakeside Drive, Suite 100, Santa Clara, California 95054 and ________________________________, a _______________corporation ("Licensee") with...
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conversations.value: More.
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conversations.value: its principal place of business at _________________________________. This Agreement sets forth the terms and conditions under which XACCT will provide Product Maintenance (as defined below) and Support Services (as defined below) for the Product which is licensed by Licensee pursuant to XACCT's End User Software License Agreement ("License Agreement").
conversations.from: human
conversations.value: Fill in words: Except where superseded by this Agreement, all ... the License Agreement are incorporated by reference. Capitalized terms that ...
conversations.from: assistant
conversations.value: words 1: other terms and conditions of 
  words 2: are not defined in Section 1
conversations.from: human
conversations.value: The rest of this: below or elsewhere in this Agreement have the ...
conversations.from: assistant
conversations.value: same meaning as in the License Agreement.1. DEFINITIONS 1.
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conversations.value: Fill in words: 1 "Designated Support Contact " means [words 1] employee who is authorized to contact [words 2] a single, discrete, malfunction or other problem which [words 3] before it is closed.1.3 "Major Release" means a version of [words 4] in functionality which usually will be [words 5] number product version change such as 3. [words 6] 4. x.1.4 "Minor Release" means a [words 7] Product containing minor improvements which usually will [words 8] one (1) decimal version change such as 3. x to 3. x; also [words 9] referred to as "dot releases. " 1.5 "Product [words 10] and revisions that are available from [words 11] Licensee, as further referenced herein and the attachments hereto as may be [words 12] from time to time.1.6 "Support Services" [words 13] software support services that are available from XACCT [words 14] Licensee, as further referenced herein and the attachments [words 15] amended from time to time.2. COVERAGE [words 16] purchase the level of Product Maintenance and [words 17] in Attachment 1 to this Agreement. XACCT [words 18] Product Maintenance and Support Services purchased by Licensee subject to [words 19] this Agreement and the License Agreement. Fees shall [words 20] within thirty (30) days of invoice which shall [words 21] applicable local, state, federal, use, excise, value [words 22] imposed on the fees payable for [words 23] Product Maintenance and Support Services which [words 24] Licensee.3. SUPPORT SERVICES 3.
conversations.from: assistant
conversations.value: words 1: Licensee's 
  words 2: the XACCT support center.1.2 "Incident" means 
  words 3: may require more than one (1) response 
  words 4: the Product containing significant changes 
  words 5: designated with a whole 
  words 6: x to 
  words 7: version of the 
  words 8: be designated with a 
  words 9: sometimes 
  words 10: Maintenance" means the Product updates 
  words 11: XACCT and selected by 
  words 12: amended 
  words 13: means the 
  words 14: and selected by 
  words 15: hereto as may be 
  words 16: AND PAYMENT OF FEES Licensee may 
  words 17: Support Services set forth 
  words 18: will provide the 
  words 19: the terms and conditions of 
  words 20: be payable 
  words 21: be exclusive of any 
  words 22: added, GST or other taxes 
  words 23: the 
  words 24: shall be the responsibility of
conversations.from: human
conversations.value: Fill in spans: 1 XACCT will provide reasonable commercial efforts to provide the appropriate solutions for reported Incidents. Initial response times for reported Incidents are as set forth in Attachment 1.3.2 In order for Licensee to receive the [spans 1] with XACCT.
conversations.from: assistant
conversations.value: spans 1: Support Services referenced above, Licensee must: (a) Appoint Designated Support Contact(s), trained and qualified, who will maintain the integrity of the&sbsp;Product and who will act as Licensee's liaison for all technical communications
conversations.from: human
conversations.value: The rest of this: The number of Designated Support Contact(s) will be determined by the level of Support Services purchased by Licensee set forth in Attachment 1referenced in Section 2. Names of Designated Support Contact(s) must be provided to XACCT prior to initial contact with ...
conversations.from: assistant
conversations.value: the XACCT support center. All technical communications by Licensee to XACCT shall only be made by the Designated Support Contact(s). All information and materials provided to Licensee by XACCT pursuant to this Agreement will be routed to the Designated Support Contact(s).
conversations.from: human
conversations.value: The rest of this: Licensee may change the Designated Support Contact(s) upon written notice to XACCT; (b) Promptly obtain training on the use of the Product for the Designated Support Contact(s), and any other employee substituting or replacing the Designated Support Contact(s); (c) Subject to Licensee's applicable security requirements, provide XACCT with access to and use of all information and system facilities including but not limited to a modem connection to Licensee's systems determined necessary by XACCT to provide timely Support Services pursuant to this Agreement; (d) Follow ...
conversations.from: assistant
conversations.value: operating instructions and procedures as specified in, but not limited to, XACCT's documentation and other correspondence related to the Product; (e) Follow procedures and recommendations provided by the XACCT support center in an effort to correct problems; or (f) Notify XACCT of a malfunction or other problem in accordance with XACCT's then current problem reporting procedures and as provided in Attachment 1. If XACCT determines that a problem reported by Licensee is not due to an error in the Product, XACCT will so notify Licensee.
conversations.from: human
conversations.value: The rest of this: XACCT may in its sole discretion charge additional fees for time and materials for the resolution of problems that are ...
conversations.from: assistant
conversations.value: not attributable to an error in the Product or which are excluded from XACCT's support obligations as set forth below.3.
conversations.from: human
conversations.value: The rest of this: 5 XACCT shall have no obligation to support: (a) altered, damaged or Licensee-modified Product, or any portion of the Product incorporated with or into other software other than as contemplated by XACCT's documentation or as otherwise expressly approved by XACCT in writing; (b) any version of the Product other than the current version of the Product, the immediately previous version and the version preceding the immediately previous version; XACCT's obligation to support the version prior to the immediately previous version shall not extend beyond six (6) months after the release ...
conversations.from: assistant
conversations.value: of the current Major Release of the Product; (c) Product problems caused by Licensee's negligence, abuse or misapplication, use of Product other than as specified in the XACCT documentation, or other causes beyond the reasonable control of XACCT; (d) Product installed on any hardware, operating system version or network environment that is not supported by XACCT; or (e) Incidents if XACCT makes a good faith determination that the primary cause of the problem results from the failure or malfunction of any system, equipment, facilities or devices not furnished by XACCT.3.
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conversations.value: Fill in words: 6 Any obligation for Support for non-standard versions ... or portions thereof developed for Licensee on a customized ... forth in an amendment or other supplement to this Agreement.4.
conversations.from: assistant
conversations.value: words 1: of the Product 
  words 2: basis shall be only as set
conversations.from: human
conversations.value: The rest of this: PRODUCT MAINTENANCE 4.1 XACCT will use reasonable commercial efforts to provide maintenance ...
conversations.from: assistant
conversations.value: releases and Minor Releases to the then-current embodiment of the Product that...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: it provides to its customers generally. Maintenance Releases and Minor Releases may also include one copy of revisions to the documentation applicable to such maintenance releases and Minor Releases.4.2 From time to...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: time XACCT in its sole discretion may develop and provide Major Releases which will be made available to Licensee with or without additional fees according to the level of Support Services purchased...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: by Licensee as set forth in Attachment 1 referenced in Section 2.4.3 THE TERMS OF THE LICENSE AGREEMENT PERTAINING TO LIMITED WARRANTY, DISCLAIMERS OF WARRANTY AND LIMITATION OF LIABILITY SHALL APPLY TO...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: THE MAJOR AND MINOR RELEASES OF PRODUCT DELIVERED ACCORDING TO THIS AGREEMENT.
conversations.from: human
conversations.value: What would be a contract section that comes before this one:
  5. TERM AND TERMINATION
  5.1 The initial term of this Agreement is one (1) year from the date of delivery of the Product to Licensee unless earlier terminated in accordance with this Agreement. The Agreement will be automatically renewed for additional one (1) year terms (subject to applicable fee adjustments) unless thirty (30) days prior to the anniversary of the Effective Date Licensee gives written notice to XACCT of its intention not to renew.
  5.2 XACCT may suspend or terminate Product Maintenance and Support Services if Licensee fails to timely pay Product Maintenance and Support Service fees as provided in this Agreement. XACCT may also terminate Support Services if Licensee breaches any provision of this Agreement or the License Agreement and such breach is not remedied within thirty (30) days after Licensee receives written notice of the breach. XACCT shall also have the right not to renew this Agreement with respect to any Product by providing written notice of such election at least sixty (60) days prior to the termination of Support Services for such Product, provided that XACCT no longer generally provides Support Services for such Product, or no longer provides the specific Support
   Services previously offered.
  5.3 Product Maintenance and Support Services shall automatically terminate upon termination of the License Agreement. End with the sentence '3 THE TERMS OF THE LICENSE AGREEMENT PERTAINING TO LIMITED WARRANTY, DISCLAIMERS OF WARRANTY AND LIMITATION OF LIABILITY SHALL APPLY TO THE MAJOR AND MINOR RELEASES OF PRODUCT DELIVERED ACCORDING TO THIS AGREEMENT.'
conversations.from: assistant
conversations.value: 4. PRODUCT MAINTENANCE
  4.1 XACCT will use reasonable commercial efforts to provide maintenance releases and Minor Releases to the then-current embodiment of the Product that it provides to its customers generally. Maintenance Releases and Minor Releases may also include one copy of revisions to the documentation applicable to such maintenance releases and Minor Releases.
  4.2 From time to time XACCT in its sole discretion may develop and provide Major Releases which will be made available to Licensee with or without additional fees according to the level of Support Services purchased by Licensee as set forth in Attachment 1 referenced in Section 2.
  4.3 THE TERMS OF THE LICENSE AGREEMENT PERTAINING TO LIMITED WARRANTY, DISCLAIMERS OF WARRANTY AND LIMITATION OF LIABILITY SHALL APPLY TO THE MAJOR AND MINOR RELEASES OF PRODUCT DELIVERED ACCORDING TO THIS AGREEMENT.
conversations.from: human
conversations.value: Next lines please.
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conversations.value: 6. REINSTATEMENT OR RENEWAL OF PRODUCT MAINTENANCE AND SUPPORT SERVICES
   In the event Product Maintenance and Support Services are terminated by Licensee by notice of non-renewal, Product Maintenance and Support Services shall be discontinued at the end of the then current term. If Product Maintenance and Support Services are terminated for any reason, at XACCT's sole option, Licensee may reinstate or renew Product Maintenance and Support Services by paying XACCT all applicable Product Maintenance and Support Services and reinstatement fees.
  7. LIMITATION OF LIABILITY
  7.1 Direct Damages. XACCT'S SOLE LIABILITY AND LICENSEE'S EXCLUSIVE REMEDY FOR DAMAGES WITH RESPECT TO THE SUPPORT SERVICES UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, SHALL BE LIMITED TO THE AMOUNT PAID BY LICENSEE FOR THE SUPPORT SERVICES FOR THE PRIOR 12 MONTHS. XACCT'S SOLE LIABILITY AND LICENSEE'S EXCLUSIVE REMEDY FOR DAMAGES WITH RESPECT TO PRODUCT MAINTENANCE SHALL BE AS SET FORTH IN THE LICENSE AGREEMENT.
  7.2 Consequential Damages. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL XACCT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE USE OF THE PRODUCT AND DOCUMENTATION EVEN IF XACCT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
  8. GENERAL
   This Agreement, the attachments and the License Agreement constitute the entire agreement between the parties regarding Product Maintenance and Support Services and supersede all previous agreements or
   representations, oral or written, regarding the subject matter. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party. Both parties acknowledge having read the terms and conditions set forth in this Agreement and attachments hereto, understand all terms and conditions, and agree to be bound thereby. The laws of the State of California shall govern all issues arising under or relating to this Agreement, without giving effect to the conflict of laws principles thereof. All disputes arising under or relating to this Agreement shall be resolved exclusively in the appropriate state court in Santa Clara County, California or in the federal court in the Northern District of California, and it is explicitly agreed that no other court shall have such jurisdiction. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods
  IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives:
  LICENSEE XACCT TECHNOLOGIES, INC.
conversations.from: human
conversations.value: More from this contract.
conversations.from: assistant
conversations.value: By: By: --------------------------------- -----------------------------------
  Name: Name: ------------------------------- ---------------------------------
  Title: Title: ------------------------------ --------------------------------
  Date: Date: ------------------------------- ---------------------------------
conversations.from: human
conversations.value: The name of the contract?
conversations.from: assistant
conversations.value: Support and Maintenance Agreement
conversations.from: human
conversations.value: The two or more parties who signed the contract?
conversations.from: assistant
conversations.value: * XACCT Technologies, Inc.
  * _______________________________
  * Licensee
  * XACCT
conversations.from: human
conversations.value: The date of the contract?
conversations.from: assistant
conversations.value: the ____ day of _______________2000
conversations.from: human
conversations.value: The date when the contract is effective ?
conversations.from: assistant
conversations.value: the ____ day of _______________2000
conversations.from: human
conversations.value: On what date will the contract's initial term expire?
conversations.from: assistant
conversations.value: The initial term of this Agreement is one (1) year from the date of delivery of the Product to Licensee unless earlier terminated in accordance with this Agreement.
conversations.from: human
conversations.value: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice?
conversations.from: assistant
conversations.value: The Agreement will be automatically renewed for additional one (1) year terms (subject to applicable fee adjustments) unless thirty (30) days prior to the anniversary of the Effective Date Licensee gives written notice to XACCT of its intention not to renew.
conversations.from: human
conversations.value: What is the notice period required to terminate renewal?
conversations.from: assistant
conversations.value: The Agreement will be automatically renewed for additional one (1) year terms (subject to applicable fee adjustments) unless thirty (30) days prior to the anniversary of the Effective Date Licensee gives written notice to XACCT of its intention not to renew.
conversations.from: human
conversations.value: Which state/country's law governs the interpretation of the contract?
conversations.from: assistant
conversations.value: The laws of the State of California shall govern all issues arising under or relating to this Agreement, without giving effect to the conflict of laws principles thereof.
conversations.from: human
conversations.value: Is there an exclusive dealing  commitment with the counterparty? This includes a commitment to procure all “requirements” from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on  collaborating or working with other parties), whether during the contract or  after the contract ends (or both)?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Is there a requirement on a party not to disparage the counterparty?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Is one party required to share revenue or profit with the counterparty for any technology, goods, or services?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor? ?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery?
conversations.from: assistant
conversations.value: Yes. 
  * UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL XACCT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE USE OF THE PRODUCT AND DOCUMENTATION EVEN IF XACCT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
  * XACCT'S SOLE LIABILITY AND LICENSEE'S EXCLUSIVE REMEDY FOR DAMAGES WITH RESPECT TO PRODUCT MAINTENANCE SHALL BE AS SET FORTH IN THE LICENSE AGREEMENT.
  * XACCT'S SOLE LIABILITY AND LICENSEE'S EXCLUSIVE REMEDY FOR DAMAGES WITH RESPECT TO THE SUPPORT SERVICES UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, SHALL BE LIMITED TO THE AMOUNT PAID BY LICENSEE FOR THE SUPPORT SERVICES FOR THE PRIOR 12 MONTHS.
conversations.from: human
conversations.value: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?
conversations.from: assistant
conversations.value: It does not appear so.