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Date: | Sun, 20 Mar 1994 04:39:13 +0100 |
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Note: the instructions in this message only apply to CREN members. Please
ignore this message with my apologies for the cross-posting if your
organization is not affiliated with CREN.
Since CREN has still not posted any instructions for enlisting for
maintenance under the CREN/L-Soft agreement to any of the lists I
subscribe to, I decided to make the necessary files available from
[log in to unmask]
The file CREN_MNT.PS contains the agreement that your organization must
sign and return to L-Soft in order to receive free maintenance until July
1st, 1994, as per CREN's announcement of 15 Mar 1994. At CREN's request,
language was added to this agreement stating that the terms of the
CREN/L-Soft agreement take precedence. This means your lawyers will not
accept to review the contract without a copy of that other agreement,
SA9403-2.PS. Note that you only need to return a copy of the CREN_MNT
contract to L-Soft: the other agreement is just for your lawyers'
information.
A question that has already been asked by one member and that is likely
to become a FAQ is the apparent conflict between CREN's announcement on
March 15th, stating that maintenance will be free until July 1st, and the
CREN/L-Soft contract's statement that "CREN may make any charge upon the
Current Member User as CREN solely elects". I cannot answer this question
as I do not represent CREN. However I must point out that L-Soft cannot
accept signed maintenance agreements with an added statement saying that
CREN will not charge for this service, or that U of XYZ will not pay if
CREN charges. Such changes are possible only if CREN countersigns the
agreement, because this is a transaction not involving L-Soft.
In general L-Soft cannot accept contracts that attempt to invalidate one
of the clauses in the CREN/L-Soft contract. If the clause is binding on
CREN or on both parties, L-Soft does not have the power to accept the
change. Even if the clause is binding only on L-Soft, it is still
unlikely that we will accept to spend $300 in legal fees to review the
change. The contracts are fairly complex (total 30 pages) and involve
three parties. Any lawyer will tell you that agreements with three or
more parties are particularly complex and require larger contributions to
their retirement plans than normal contracts. We have already spent over
$7k in legal fees for this CREN/L-Soft deal and have to draw the line
somewhere.
If your lawyers have a problem with the terms in the CREN/L-Soft master
agreement, the best solution is to simply delete the statement that says
its terms take precedence, pursuant to the statement in section 4 that
says L-Soft and the member will execute a "mutually agreeable software
maintenance agreement" (mutual = 2 parties). In other words, we do not
have to follow the model imposed by CREN. L-Soft must accept that
particular form of contract, but can use other types of contracts if that
is more appropriate. The only part of the CREN/L-Soft contract that
L-Soft requires in order to accept your contract is Schedule D, which
describes the mechanism through which you will receive support via CREN's
helpdesk.
I apologize for any inconvenience this three-party reference may cause. I
fought it until it became clear that we had a choice between accepting
it, or aborting the deal. If that turns out to be an insurmountable
problem, we will simply draft a new contract that does not refer to the
CREN agreement at all.
Eric
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