November 28, 2011, 3:56 PM — In a case that hinges on interpretations of software contract language and the respective rights of customers and vendors when it comes to third-party support organizations, 3M wants a court to declare that it doesn't owe Infor millions of dollars in fees.
For more than a decade, 3M has used Infor's BCPS and Infinium software, which is "indispensable" to its operations domestically and abroad, according to a complaint 3M filed last week in U.S. District Court for the District of Minnesota.
The relationship stems from a contract 3M initially signed in 1997 with SSA Global, which Infor later acquired, according to the suit. That pact gave 3M "a perpetual, personal, nontransferable and non-exclusive right and license to use the software," it adds.
Over time, 3M has gained the right to 8,000 license seats, most recently adding 1,000 in December 2009 at a cost of $1.5 million, it states. Only 7,000 of the seats are currently in use.
The deal also includes annual maintenance payments to Infor, which currently total about $1 million per year, for updates, upgrades and technical support, according to the suit. However, the contract also specified that other necessary services wouldn't be provided by Infor, and that 3M was able to hire other companies to fulfill those needs, it adds.
But the agreement also contains a provision that bars 3M from giving access to the software "(without SSA Global's prior written consent) to any service bureau or other agent or third party whose primary function shall be to provide [3M] with day-to-day management and support responsibility of the software."
Meanwhile, the software has been highly customized for 3M's needs, with only about half of the code used at 3M "original to Infor," the suit states. Because of this, Infor employees are unable to provide much of the needed support, according to 3M.
3M signed a services agreement with Cognizant in November 2009 to help it manage the software, the suit states.
Infor "has long been aware" of 3M's relationship with Cognizant and in fact "expressly approved of Cognizant as a third-party provider for 3M, thereby lulling 3M into a false sense of security with respect to its relationship with Cognizant," according to the suit.
At one point, Infor sent 3M a "proposed use and confidentiality agreement" for Cognizant to sign, it adds. Cognizant kept the document "for many months without comment," and ultimately never signed it because "Infor had not properly defined Cognizant's duties" regarding the software.
In March of this year, an Infor contact told 3M he considered the Cognizant agreement "stale," but otherwise and since has "said nothing to indicate any objection or concern with Cognizant gaining access to the software," 3M said in the filing.