re : service bureau prohibitions hi ursula ,
i ' ll ask bob hillier to find out who our legato contact is . clearly , we need this backup software on day 1 . we will also look into the rational relationship . it is not as critical as it is used for development ( we have licenses for rose and for clearcase and clearquest ) .
- - jay
- - - - - original message - - - - -
from : ursula . mills @ ubsw . com [ mailto : ursula . mills @ ubsw . com ]
sent : sat 1 / 5 / 2002 5 : 31 pm
to : webb , jay ; kitchen , louise
cc :
subject : fw : service bureau prohibitions
hi louise / jay
if you can help shed any light on your vendor relationship with legato
and rational , and whether you believe there is scope for reviewing
these licenses with a view to changing the relevant license agreements ,
that would be extremely helpful . we understand that both these
products would be critical components to running the netco systems .
thx
ursula
- - - - - original message - - - - -
from : roger . ross
sent : 05 january 2002 18 : 07
to : bwells
cc : roger . ross ; stephen . kahn ; mills , ursula
subject : re : service bureau prohibitions
thanks bert . as promised , i am following up with e company on the
various
assigned agreements that prohibit providing service to a third party .
feel
free to have ursula pursue the question simultaneously . i am also
looking
into what services the parties intend fire to provide for transition as
this is not a part of the transaction that i have been following
closely to
date .
roger
" wells , bert " on 01 / 05 / 2002 01 : 46 : 31 pm
cc : " ' ursula . mills @ ubsw . com ' "
subject : re : service bureau prohibitions
> this message is from a law firm and may contain information that
> is confidential or legally privileged . if you are not the
> intended recipient , please immediately advise the sender by
> reply e - mail that this message has been inadvertently
> transmitted to you and delete this e - mail from your system .
> thank you for your cooperation .
>
>
> steve and roger ,
>
> we are reviewing a sampling of third party software licenses e
> company entered and seem to have found two licenses not
> previously noted by e company as containing an express
> prohibition on use as part of a service bureau . as i discussed
> with roger briefly yesterday , this we assume is as much an issue
> for you as it would be for us because operation of the it on a
> service bureau basis initially is a key mutual expectation .
> both licenses are listed on your draft schedule 2 . 1 ( f ) ( i ) to the
> contribution agreement so i ' m guessing they are material to the
> business and the relevant software would have to be operated for
> u company ' s benefit . u company hasn ' t spoken to any e company
> it personnel to learn the significance of the affected software ,
> but ursula mills is planning to raise the question with jay webb
> or another appropriate person .
>
the two licenses are :
1 . enterprise software license agreement between legato
systems , inc . and [ e ] corp , dated as of sept . 27 , 2001 , respecting
numerous software products generally branded with the names
networker , gems , celestra , octopus and others . section 2 . 2
provides : " restrictions on use . licensee shall not , and shall
not aid , abet or permit any third party to : . . . ( iii ) . . . use
for timesharing or service bureau purposes or otherwise use . . .
the software . . . for the benefit of third parties . . . . "
2 . products license agreement # 3185 modified for [ e ]
corp , issued by ration software corp . , dated as of feb . 17 , 1998 ,
respecting various software products branded clearcase , rational ,
purify , and quantify and others . section 1 . 1 provides : " general
grant of license . . . . you may not rent , lease or use the product
in a service bureau capacity . . . . . "
we continue to review the agreements for the service
bureau issue as it is the most pressing from a time perspective .
we have already found several ambiguous licenses and will bring
those to your attention as a group later .
if other express provisions such as the above turn up , i
will let you know on a case by case basis as this issue is one our
it personnel are taking seriously .
bert
> . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
> bert wells
> covington & burling
> 1330 avenue of the americas
> new york , new york 10019
> ( 212 ) 841 - 1074 ( voice )
> ( 212 ) 841 - 1010 ( fax )
> bwells @ cov . com
> . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
>
* * * * * * * * * * note * * * * * * * * * *
the information contained in this email message is intended only
for use of the individual or entity named above . if the reader
of this message is not the intended recipient , or the employee or
agent responsible to deliver it to the intended recipient , you
are hereby notified that any dissemination , distribution or
copying of this communication is strictly prohibited . if you
have received this communication in error , please immediately
notify us by telephone ( 650 - 802 - 3000 ) , and destroy the original
message . thank you .
re : service bureau prohibitions
hi ursula ,
i ' ll ask bob hillier to find out who our legato contact is . clearly , we need this backup software on day 1 . we will also look into the rational relationship . it is not as critical as it is used for development ( we have licenses for rose and for clearcase and clearquest ) .
- - jay
- - - - - original message - - - - -
from : ursula . mills @ ubsw . com [ mailto : ursula . mills @ ubsw . com ]
sent : sat 1 / 5 / 2002 5 : 31 pm
to : webb , jay ; kitchen , louise
cc :
subject : fw : service bureau prohibitions
hi louise / jay
if you can help shed any light on your vendor relationship with legato
and rational , and whether you believe there is scope for reviewing
these licenses with a view to changing the relevant license agreements ,
that would be extremely helpful . we understand that both these
products would be critical components to running the netco systems .
thx
ursula
- - - - - original message - - - - -
from : roger . ross
sent : 05 january 2002 18 : 07
to : bwells
cc : roger . ross ; stephen . kahn ; mills , ursula
subject : re : service bureau prohibitions
thanks bert . as promised , i am following up with e company on the
various
assigned agreements that prohibit providing service to a third party .
feel
free to have ursula pursue the question simultaneously . i am also
looking
into what services the parties intend fire to provide for transition as
this is not a part of the transaction that i have been following
closely to
date .
roger
" wells , bert " on 01 / 05 / 2002 01 : 46 : 31 pm
cc : " ' ursula . mills @ ubsw . com ' "
subject : re : service bureau prohibitions
> this message is from a law firm and may contain information that
> is confidential or legally privileged . if you are not the
> intended recipient , please immediately advise the sender by
> reply e - mail that this message has been inadvertently
> transmitted to you and delete this e - mail from your system .
> thank you for your cooperation .
>
>
> steve and roger ,
>
> we are reviewing a sampling of third party software licenses e
> company entered and seem to have found two licenses not
> previously noted by e company as containing an express
> prohibition on use as part of a service bureau . as i discussed
> with roger briefly yesterday , this we assume is as much an issue
> for you as it would be for us because operation of the it on a
> service bureau basis initially is a key mutual expectation .
> both licenses are listed on your draft schedule 2 . 1 ( f ) ( i ) to the
> contribution agreement so i ' m guessing they are material to the
> business and the relevant software would have to be operated for
> u company ' s benefit . u company hasn ' t spoken to any e company
> it personnel to learn the significance of the affected software ,
> but ursula mills is planning to raise the question with jay webb
> or another appropriate person .
>
the two licenses are :
1 . enterprise software license agreement between legato
systems , inc . and [ e ] corp , dated as of sept . 27 , 2001 , respecting
numerous software products generally branded with the names
networker , gems , celestra , octopus and others . section 2 . 2
provides : " restrictions on use . licensee shall not , and shall
not aid , abet or permit any third party to : . . . ( iii ) . . . use
for timesharing or service bureau purposes or otherwise use . . .
the software . . . for the benefit of third parties . . . . "
2 . products license agreement # 3185 modified for [ e ]
corp , issued by ration software corp . , dated as of feb . 17 , 1998 ,
respecting various software products branded clearcase , rational ,
purify , and quantify and others . section 1 . 1 provides : " general
grant of license . . . . you may not rent , lease or use the product
in a service bureau capacity . . . . . "
we continue to review the agreements for the service
bureau issue as it is the most pressing from a time perspective .
we have already found several ambiguous licenses and will bring
those to your attention as a group later .
if other express provisions such as the above turn up , i
will let you know on a case by case basis as this issue is one our
it personnel are taking seriously .
bert
> . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
> bert wells
> covington & burling
> 1330 avenue of the americas
> new york , new york 10019
> ( 212 ) 841 - 1074 ( voice )
> ( 212 ) 841 - 1010 ( fax )
> bwells @ cov . com
> . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
>
* * * * * * * * * * note * * * * * * * * * *
the information contained in this email message is intended only
for use of the individual or entity named above . if the reader
of this message is not the intended recipient , or the employee or
agent responsible to deliver it to the intended recipient , you
are hereby notified that any dissemination , distribution or
copying of this communication is strictly prohibited . if you
have received this communication in error , please immediately
notify us by telephone ( 650 - 802 - 3000 ) , and destroy the original
message . thank you .