HomeMy WebLinkAboutWonderwareFUNCTIONAL UPGRADE AGREEMENT
This Functional Upgrade Agreement (the "Agreement") is made and entered into as of the 10th day of February,
2014 ("Effective Date") by and between City of Auburn, a Washington municipality with its corporate office at 1305 C
St. SW, Auburn, WA 98002 ("Licensee") and Invensys Systems, Inc.{"Wonderware" or "Licensor"), a Massachusetts
corporation with an office located at 26561 Rancho Parkway South, Lake Forest, CA 32630.
RECITALS
A. Wonderware develops and distributes factory automation computer software products.
B. Licensee has purchased a license to certain Wonderware computer software products as described in
greater detail on Exhibit A attached hereto and made part hereof by this reference (the ")Products") in certain of its
manufacturing facilities which are listed on Exhibit B attached hereto and made a part hereof by this reference (the
"Licensed Sites"),
C. Licensee desires to purchase a Functional Upgrade license to those Products by replacing existing
License Files with Functional Upgrade License Files in those Licensed Sites.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and the mutual covenants hereafter set forth, the
parties agree as follows:
1. Fu cti a . Licensee agrees that it has or will have ardered Functional Upgrade License Files
for replacemeut of its existing License File.
2. NQ Addditional License. Licensee represents and warrants that the Functional Upgrade License Files
will be installed as a single instant replacement for its existing Li cense File and does not -epresent an additional License
File to be installed separately.
3. Destruction of Existing License File. Licensee represents and warrants that upon the successful
installation of the Functional Upgrade License .Files, Licence will destroy existing License Files.
4. LicerZse Agreement. Except as supplemented by the terms of this Agreement, all other terms of the
Wonderware End User License Agrerment (LUL,A) supplied with the Product when licensed will remain in full force and
effect.
IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written,
INVENSYS SYSTEMS, INC. City of Auburn
By:
[Print Name]
Its:
LErter Tide]
By;
ILS:
[Prin
Sig
�wr�JR�br J M!f �Ilr6flr
[Entex Title]
26561 Rancho Parkway South 1305 C St SW
Lake Forest, CA 92630 Auburn, WA 98002
EXHIBIT A
Wonderware Products
Existing IIcense: Development Studio 2012 Large 5KI3K1500 SN: 494986
To he Functionally Upgraded to: Development Studio 2014 Unlimited, Unl]MJ60K1500
EXHIBIT B
Licensee Manufacturing Facilities
[List of Licensee's Sites]