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Master Equipment Lease and Software License Agreement [Form]
Master Equipment Lease and Software License Agreement [Form] (65K)
Doc #108434: Click preview link for longer preview.
FORM OF MASTER EQUIPMENT LEASE AND
SOFTWARE LICENSE AGREEMENT
{PAGE}
MASTER EQUIPMENT LEASE
AND
SOFTWARE LICENSE AGREEMENT
THIS MASTER EQUIPMENT LEASE AND SOFTWARE LICENSE AGREEMENT (THE
"AGREEMENT") is made this ____ day of _____________, 2002 by and between
Crystalix USA Group, Inc., a Nevada corporation having an office located at 5720
South Arville Street, Suite 114, Las Vegas, Nevada 89118 (hereinafter referred
to as "CUSA"), and __________________________________________, an individual
having an office at _______________________________________ (hereinafter
referred to as "Affiliate ").
RECITALS
WHEREAS, CUSA is a licensee and distributor of the LaserMark II, which
is a subsurface laser engraving machine (the "LaserMark II"); and
WHEREAS, CUSA is the owner of certain proprietary software, which
enables the LaserMark II to produce 2-Dimensional and 3-Dimensional facial
images inside glass cubes (the "Software"); and
WHEREAS, Affiliate is desirous of leasing the LaserMark II and related
equipment from CUSA, a true and correct list of said equipment included in the
lease is attached hereto as Exhibit 1 (the "LaserMark II System"); and
WHEREAS, CUSA is willing to license Affiliate to utilize the Software
in connection with the lease of the LaserMark II System and otherwise provide
Affiliate with training and support; and
WHEREAS, after good faith negotiations, CUSA and Affiliate have agreed
upon certain terms and conditions which will govern Affiliate's use of the
LaserMark II System and Software during the Term of this Agreement, as
hereinafter defined; and
WHEREAS, the parties have reduced these terms and conditions to writing
by entering into this Agreement together with the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing recitals along with
the mutual promises and understandings herein contained and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
CRYSTALIX USA GROUP
5720 South Arville St#114, Las Vegas, NV 89118
Tel: 702.220.6581 Fax 702.220.6583
Web: WWW.CRYSTALIXUSA.COM Email: mail@crystalixusa.com 021104
1 of 18
{PAGE}
AGREEMENT:
1. RECITALS. The above-listed Recitals are incorporated into
this Agreement in their entirety and expressly made a part hereof.
2. TERM. This Agreement shall commence on the date the LaserMark
II System and Software are delivered and set up at Affiliate's place of business
and shall continue for sixty (60) months thereafter (the "Term"). Affiliate
shall have the right to extend the Term for successive one (1) year periods
thereafter, provided the following conditions are met: (a) Affiliate is in good
standing under the terms of this Agreement; (b) Affiliate has continuously sold
an average of two hundred (200) Units (as hereinafter defined) during each month
of the previous two (2) years; and (c) Affiliate provides CUSA with written
notice of its intention to extend the Term of this Agreement within sixty (60)
days prior to the expiration of the then current term.
3. LEASE OF LASERMARK II SYSTEM/ADDITIONAL EQUIPMENT. In
consideration for a one-time, lump sum, non-refundable, flat lease fee of Two
Hundred Thirty Five Thousand Dollars ($235,000.00), which shall be paid in two
(2) equal installments of One Hundred Seventeen Thousand Five Hundred Dollars
($117,500.00), the first of which is due upon the execution of this Agreement,
with the balance due upon delivery of the LaserMark II System, CUSA agrees to
lease the LaserMark II System to Affiliate and Affiliate agrees to lease the
LaserMark II System from CUSA, subject to the terms and conditions contained
herein. CUSA agrees to cause the LaserMark II System and Software to be
delivered and operational at Affiliate's business location by no later than
eight (8) weeks from the date of this Agreement. Ownership of the LaserMark II
System shall at all times be vested in CUSA and Affiliate agrees to execute any
and all documents reasonably required by CUSA to evidence this ownership,
including the preparation, execution and filing of UCC-1 Forms. Affiliate shall
not allow any liens or encumbrances to be placed upon the LaserMark II System,
or any part thereof. Affiliate shall immediately remove any and all liens which
may be placed upon the LaserMark II System or be deemed to be in breach of this
Agreement. Affiliate hereby agrees to purchase any and all additional equipment,
including but not limited to digital cameras and workstations, exclusively from
CUSA.
4. LICENSE OF SOFTWARE. In consideration for the Software License
Fee (as hereinafter defined), CUSA hereby grants to Affiliate the license to
utilize the Software during the Term of this Agreement, subject to the following
conditions.
(a) RESTRICTED USE. Affiliate shall use the Software in connection with
the LaserMark II System to manufacture and sell Two-Dimensional ("2-D")
and Three-Dimensional ("3-D") facial images (the "Facial Images").
Affiliate is strictly prohibited from utilizing the Software and/or
LaserMark II System for any use other than to manufacture and sell
Facial Images from equipment purchased and/or leased from CUSA.
Affiliate shall specifically not be allowed to utilize the Software in
connection with equipment obtained from any source other than through
CUSA.
108434
|
Crystalix Group Internati
As referenced in this Master Equipment Lease and Software License Agreement [Form]:
CRYSTALIX GROUP INTERNATIONAL INC –
CRYSTALIX GROUP INTERNATIONAL INC
_____________
dt 1850398
;
Crystalix USA Group, Inc.;
| Crystalix Group International Inc.
|
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Software License, Source Code, and Derivative Product Distribution Agreement
Software License, Source Code, and Derivative Product Distribution Agreement (59K)
Doc #108571: Click preview link for longer preview.
SOFTWARE LICENSE, SOURCE CODE, AND
DERIVATIVE PRODUCT DISTRIBUTION AGREEMENT
License Agreement No. ______________
This Software License, Source Code, and Derivative Product Distribution
Agreement (the "Agreement") is entered into this _27th day of November, 2002, by
and between M2, INC., a Florida corporation with its principal place of business
at 850 Trafalgar Court, Suite 100, Maitland, Florida 32751, (hereinafter
referred to as "LICENSEE" or "M2") and DIGITAL COURIER TECHNOLOGIES, INC., a
Delaware corporation with its principal place of business at 348 East 6400
South, Suite 220, Salt Lake City, Utah 84107, and all of its affiliates and
subsidiaries, (hereinafter collectively referred to as "DCTI" or "DCTi").
WHEREAS, DCTI owns the Licensed Software (as defined below);
WHEREAS, DCTI desires to License its software in the ways set forth below;
and
WHEREAS, LICENSEE desires to acquire a license to use the Licensed
Software subject to the terms and conditions set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. DEFINITIONS
1.1 "Documentation" shall mean such manuals and other standard end
user and technical documentation that DCTI ordinarily makes
available with a program, including amendments and revisions
thereto.
1.2 "Licensed Materials" means one copy of the Source Code, one copy
of the executable code (i.e. object code) of the Licensed Software
and a copy of all Documentation relating to the Licensed Software,
including, without limitation, textual and/or graphic material,
perceivable directly by humans and/or with the aid of a device or
a machine, and all of the documentation reasonably necessary for a
user to operate the Licensed Software.
1.3 "Licensed Software" means the collection of computer programs
described in the attached Exhibit A.
1
{PAGE}
1.4 "Source Code" means software in human-readable form, including but
not limited to, programmers' comments, data files and structures,
macros, object libraries, programming tools not commercially
available, technical specifications, flowcharts and logic
diagrams, schematics, annotations and documentation reasonably
required or necessary to enable an independent third party
programmer with reasonable programming skills to create, operate,
maintain, modify and improve the software without the help of any
other person. Data files containing Source Code must be in
standard ASCII format and be readable by a text editor.
1.5 "Transaction" shall mean that function by which a single message
exchange is processed, facilitated and/or completed by or through
the licensed material.
2. DELIVERY AND ACCEPTANCE
2.1 Delivery. DCTI agrees to deliver to LICENSEE the Licensed
Materials listed on Exhibit A within three (3) business days of
the execution of this Agreement.
2.2 Acceptance. LICENSEE shall have five (5) days from the date of
receipt of the Licensed Materials to evaluate the Licensed
Materials for substantial conformity with the specifications set
forth on Exhibit A, and either accept, return for rework, or
reject the Licensed Materials. LICENSEE shall be entitled to test
and evaluate the Licensed Materials by whatever means it deems
appropriate consistent with DCTI's rights in the Licensed
Materials, and DCTI hereby grants to LICENSEE any licenses
necessary for LICENSEE to perform its evaluation. If LICENSEE
returns Licensed Materials for rework, DCTI agrees to correct the
listed defects and resubmit the Licensed Materials for evaluation
by LICENSEE under the same acceptance procedure. In the event
LICENSEE rejects the Licensed Materials, it shall give DCTI
written notice of rejection stating the reasons for its
unacceptability. No payment shall be payable to DCTI until the
Licensed Materials have been accepted by LICENSEE in writing or
LICENSEE fails to reject the Licensed Materials within such 5 day
period at which time the Licensed Materials will have been deemed
accepted.
3. RIGHTS GRANTED AND RESTRICTIONS
License Grant. DCTI hereby grants to LICENSEE a fully-paid, perpetual,
non-exclusive, irrevocable, transferable, assignable, worldwide
license, with limited rights to sublicense as more fully set out in
paragraph 3.1 of this Agreement (the "License") to the Licensed
Materials for the uses set forth in Section 1.2. This License has no
limitation as to seats or site.
3.1 Uses. LICENSEE has the right to use for any and all purposes,
market, transfer, assign, and/or resell the Licensed Materials
under its own name or that of DCTI , at its sole discretion.
LICENSEE may further sublicense any and all licensed materials
that LICENSEE or its agents have enhanced or from which the
108571
| M2, Inc.;
| Digital Courier Technologies Inc.
|
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Letter Agreement Re: License Agreement
Letter Agreement Re: License Agreement (5K)
Doc #108624: Click preview link for longer preview.
SCHOOLWEB SYSTEMS INC.
#280 - 815 West Hastings Street
Vancouver, BC V6C 1B4
Tel: (604) 608-2540
Fax: (604) 608-8775
March 8, 2002
Advanced Interactive Inc.
718 - 1350 Flamingo Road
Las Vegas, Nevada 89119
Attention: Mr. Karim Lakhani
-and-
Advanced Interactive Canada Inc.
2101 - 1177 West Hastings Street
Vancouver, BC V6E 2K3
Attention: Mr. Al Jamal
Dear Sirs:
Re: License Agreement (the "License Agreement") dated January 1,
2001 as amended July 17, 2001
This letter is written to confirm our agreement as follows:
1. The License Agreement between SchoolWeb Systems Inc. and
SchoolWeb Holdings Inc. (collectively, "SchoolWeb") and
Advanced Interactive Inc. / Advanced Interactive (Canada) Inc.
(collectively, "AII") is amended such that SchoolWeb consents
(as described in Schedule "A" hereto) to the granting to
Hewlett Packard of the rights detailed in the Solutions
Partner Agreement attached as Schedule "B" hereto.
2. AII and SchoolWeb agree that any funds received under the
terms of the Solutions Partner Agreement shall be paid into a
bank account maintained in the name of Alternet Systems Inc.
(to which SchoolWeb is changing its name). This bank account
(the "Bank Account") will have two signatories, Karim Lakhani
(in his capacity as President of AII) and one signatory from
SchoolWeb.
3. SchoolWeb agrees to distribute the funds in the Bank Account
in accordance with the provisions of the License Agreement
pertaining to the royalty due to AII for sales of caching
server products which AII has licensed to SchoolWeb.
Specifically, SchoolWeb will deduct its Cost of Goods Sold
(including its costs of training, installation, configuration
and providing help desk services) from the funds received
under the terms of the Solutions Partner Agreement and
distribute the remaining funds to SchoolWeb (as income) and to
AII (as its royalty under the License Agreement).
108624
|
Alternet Systems
As referenced in this Letter Agreement Re: License Agreement:
ALTERNET SYSTEMS INC –
ALTERNET SYSTEMS INC
_____________
Alternet Systems Inc. – hereto.
2. AII and SchoolWeb agree that any funds received under the
terms of the Solutions Partner Agreement shall be paid into a
bank account maintained in the name of Alternet Systems Inc.
(to which SchoolWeb is changing its name). This bank account
(the "Bank Account") will have two signatories, Karim Lakhani
(in his capacity as President of AII) and one signatory
_____________
dt 1848568
;
Schoolweb Systems Inc.;
| Advanced Interactive Inc.;
Advanced Interactive Canada Inc.
|
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Master Services and Software License Agreement
Master Services and Software License Agreement (71K)
Doc #145552: Click preview link for longer preview.
MASTER SERVICES AND SOFTWARE LICENSE AGREEMENT
This Master Services and Software License Agreement including any applicable
Order Form(s) (the "Agreement") is made and entered into by and between
Responsys, as identified in the applicable Order Form ("Responsys"), and
Customer, as identified in the applicable Order Form ("Customer").
This Agreement sets forth terms and conditions under which Customer may license
certain Responsys Products or purchase certain Professional Services. Each Order
Form for Responsys Products or Professional Services shall be governed by this
Agreement.
1. DEFINITIONS.
1.1 "Application Services" means the Interact and/or Web Analyzer hosted
electronic services and the Web Analyzer and/or Interact hosted electronic
services components ordered by Customer under the applicable Order Form,
including Updates thereto and related Documentation.
1.2 "Data Services" means the Append Email, Email Change of Address
("eCOA") or data append services identified in the applicable Order Form.
1.3 "Documentation" means the authorized guides and manuals that are
delivered or made available by Responsys to its customers for use with the
Responsys Products.
1.4 "Fees" means the fees stated in an Order Form or Proposal.
1.5 "Intellectual Property Right" means any patent, patent application,
copyright, moral right, trade name, trademark, service mark, trade secret, and
any applications or right to apply for registration therefor, Internet domain
names, logos, designs, slogans, and general intangibles of like nature, computer
software programs or applications, tangible or intangible proprietary
information, know-how, proprietary processes, formulae, algorithms, or any other
intellectual property right, whether registered or unregistered, and whether
first created before or after the Agreement Effective Date.
1.6 "Order Form" means a separate document, governed by this Agreement, by
which Customer orders Responsys Products.
1.7 "Order Form Effective Date" means the date upon which the applicable
Order Form becomes effective.
1.8 "Professional Services" means any consulting services provided to
Customer hereunder, as may be identified in an applicable Proposal.
1.9 "Proposal" means a separate document, governed by this Agreement, by
which Customer orders Responsys Professional Services. The parties may agree in
writing to subsequent Proposals for subsequent Professional Services. The
initial Proposal form is attached hereto as Exhibit C.
1.10 "Responsys Products" means any Software, Data Services, and/or the
Application Services.
1.11 "Software" means the Responsys software program(s) in object code
format as identified, if any, in an applicable Order Form, including Updates
(made available to Customer during the period of time Customer purchases current
Support Services for such Software) and related Documentation.
1.12 "Subscription Term" means the period of time under which the term for
an applicable Application Services shall be effective, as set forth in the
applicable Order Form.
1.13 "Support Services" means support for the Responsys Products ordered
under a single Order Form provided by Responsys under Responsys' then current
Support Services Policies for such Responsys Products. Such Support Services
Policies are attached to this Agreement as Exhibit B.
1.14 "Updates" means a subsequent release or version of the Responsys
Products that Responsys makes generally available at no cost to Customers who
are receiving Support Services.
2. RESTRICTIONS.
2.1 If Customer purchased an object code Software license (as opposed to
Application Services), Customer may make one (1) copy of such Software.
Responsys and/or its licensors retains all right, title, and interest to all
Intellectual Property Rights in all Responsys Products, the Documentation and
Responsys Confidential Information, and any copies thereof. Customer shall have
no rights thereto, other than those expressly set forth in this Agreement.
Nothing in this Agreement grants Customer any right, title, license or interest
in or relating to the source code of the Responsys Products. The Responsys
Products are designed for use with the equipment and accessories specified in
the Documentation. Responsys assumes no responsibility under this Agreement for
obtaining or providing such equipment. Customer is also responsible for ensuring
a proper environment and proper utilities for the computer system on which the
Responsys Products will operate.
2.2 Customer shall comply with the terms and use restrictions stated in the
Order Form. Customer agrees to maintain the copyright, trademark, logos, and
other notices that appear on the Responsys Products on all associated media,
screens, and copies thereof, except that media directed to Customer's members
and potential members. Customer does not acquire any rights in the Responsys
Products other than as expressly specified in this Agreement. Customer shall
not, and shall not allow any third party to: (i) reverse engineer, decompile,
translate, disassemble or attempt to discover any source code or underlying
ideas or algorithms of any Responsys Products (except to the extent such
restriction is prohibited by applicable local law in order to obtain
interoperability), (ii) transfer, sell, lease, lend, disclose, or use for
timesharing or service bureau purposes any Responsys Products, (iii) to use
Responsys Products, provided however, that Customer may use Responsys Products
to service Customer's partners, (iv) use Responsys Products, or allow the
transfer, transmission, export, or re-export of any Responsys Products, or
portion thereof, in violation of any export control laws or regulations
administered by the U.S. Commerce Department's Bureau of Export Administration,
the U.S. Department of Treasury's Office of Foreign Assets Control, or any other
applicable government agency, or (v) reset or disable the Responsys Products.
Notwithstanding the foregoing, Customer may use the Interact Application
Services to send permission based emails (that are in compliance with the
Policy) containing Customer's partners' branding, provided that such email
messages only contain offers to Customer's products or services.
3. PROFESSIONAL SERVICES.
3.1 Customer may obtain Professional Services under a Proposal at the rates
in effect at the time such Professional Services are ordered.
3.2 Customer agrees to provide Responsys with full, free and timely access
to Customer's computer equipment and software (including third party equipment
or software) at all reasonable times for the purpose of fulfilling its
obligations under this Agreement.
4. FEES AND PAYMENT TERMS.
4.1 Customer agrees to pay to Responsys the Fees in the amounts and at the
times set forth in the applicable Order Form. Except as otherwise provided in
this Agreement, all Fees shall be nonrefundable. Except as otherwise provided in
the applicable Order Form, all Fees shall be due on the Order Form Effective
Date and payable by Customer in U.S. dollars net thirty (30) days from the date
of invoice.
4.2 Professional Services are charged on a time and materials basis. Except
as otherwise provided in an applicable
145552
|
Rewards Network
As referenced in this Master Services and Software License Agreement:
Rewards Network Inc – dex1014.txt
{DESCRIPTION}MASTER SERVICES AND SOFTWARE LICENSE AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.14
RESPONSYS INTERACT
APPLICATION SERVICES ORDER FORM
{TABLE}
Customer: iDine Rewards Network Inc .
Order Form Effective Date: 03/31/02 Agreement Effective Date: 03/31/02 Order Form #1
Customer Contact Information: Customer Billing Information:
_____________
Rewards Network Inc – campaign management.
{TABLE}
{CAPTION}
INTERACT APPLICATION SERVICES SUPPORT CONTACT(S):
{S} {C} {C}
Support Services Contact Information: Support Services Contact Information:
Customer: iDine Rewards Network Inc . Customer:
Contact: Ellen Bale Contact:
Address: 11900 Biscayne Blvd. Address:
City: Miami City:
State/Zip: FL Country: USA State/Zip: Country:
Phone:
_____________
dt 272173
;
TOTAL
As referenced in this Master Services and Software License Agreement:
Total
{S – Subscription Fees, etc): $293,148
Palo Alto, California 94303
Sales Region: East Account Sales Manager/Sales Representative: Alicia Capeca
RESPONSYS INTERACT APPLICATION SERVICES INITIAL FEES
{CAPTION}
Item Quantity Unit Price Total
{S } {C} {C} {C}
[X] Standard Account and/or Sub Account 1 $ 2,500 $ 2,500
[X] Starter Pack 1 $25,000 $25,000
(See Starter Package Pricing Table Below)
[
_____________
Total S – Sub Account 1 $ 2,500 $ 2,500
[X] Starter Pack 1 $25,000 $25,000
(See Starter Package Pricing Table Below)
[X] Gateway For Data 1 $ 1,000 $ 1,000
Total S et Up Fees: $28,500
Payment Terms: Set Up Fees are payable on the Order Form Effective Date
RESPONSYS INTERACT APPLICATION SERVICES: Monthly Fees
The tables contained herein shall apply
_____________
dt 1394294
;
| Responsys
|
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SDIO License Agreement
SDIO License Agreement (36K)
Doc #145877: Click preview link for longer preview.
SDIO LICENSE AGREEMENT
This SDIO License Agreement is executed November 26, 2002 (the Effective Date), by and between PalmSource, Inc. (Licensee), a Delaware corporation with a place of business at 1240 Crossman Avenue, Sunnyvale, CA 94089, and Palm, Inc., a Delaware corporation with a place of business at 400 N. McCarthy Boulevard, Milpitas, CA, 95035, (Palm).
RECITALS
A. WHEREAS, Palm or its suppliers are the owners of certain driver software known as the SDIO Software (as defined below); and
B. WHEREAS, Licensee desires to obtain a license to the SDIO Software, in order to develop and market the Palm OS platform incorporating, and compatible with, such SDIO Software. Palm is willing to grant to Licensee such a license on the terms and conditions set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises of the parties, and of good and valuable consideration, it is agreed by and between the parties as follows:
1. Definitions
1.1 Change of Control means, with respect to a given entity, any transaction or series of related transactions that would occasion: (i) the sale or lease of all or substantially all of an entitys business or assets; (ii) any merger, consolidation, share exchange, recapitalization, business combination or other transaction resulting in the exchange of the outstanding shares of an entity for securities or consideration issued, or caused to be issued, by the acquiring corporation or its subsidiary, unless the stockholders of such entity as of the date prior to the closing date of such transaction (or series of related transactions) hold more than fifty percent (50%) of the voting securities in the surviving corporation in such transaction computed on a fully diluted basis; or (iii) any person having acquired beneficial ownership or the right to acquire beneficial ownership of, or any group (as such term is defined under Section 13(d) of the United States Securities Exchange Act of 1934) having been formed that beneficially owns or has the right to acquire beneficial ownership of, fifty percent (50%) or more of the outstanding voting securities of an entity.
1.2 Confidential Information means that information of either party (Disclosing Party) which is disclosed to the other party (Receiving Party) pursuant to this Agreement in written form and marked Confidential, Proprietary or similar designation, or if orally disclosed, that information which the Receiving Party should reasonably discern, by an objective examination of the disclosure and the surrounding facts and circumstances, to be confidential in nature. Confidential Information shall include, but not be limited to, trade secrets, know-how, inventions, techniques, processes, algorithms, software programs, schematics, designs, contracts, customer lists, financial information, product plans, sales and marketing plans and business information. References to Palm as a Receiving Party or a Disclosing Party shall also include all of Palms present and future subsidiaries, subject to the restrictions contained in this Agreement. References to Licensee as a Receiving Party or a Disclosing Party shall also include all
145877
|
PalmSource
As referenced in this SDIO License Agreement:
PalmSource, Inc. – EX-2.21 10 dex221.htm SDIO LICENSE AGREEMENT
EXHIBIT 2.21
SDIO LICENSE AGREEMENT
This SDIO License Agreement is executed November 26, 2002 (the Effective Date), by and between PalmSource, Inc. (Licensee), a Delaware corporation with a place of business at 1240 Crossman Avenue, Sunnyvale, CA 94089, and Palm, Inc., a Delaware corporation with a place of business at 400
_____________
PalmSource, Inc. – address set forth below, or at such other place of which the other party has been notified in accordance with the provisions of this Section 11.1 (Notices).
If to PalmSource, Inc. :
PalmSource, Inc.
1240 Crossman Avenue
Sunnyvale, CA 94089
Attention: Senior Director of Worldwide Licensing
and Business Development
Fax: (408) 400-1510
With copies to:
PalmSource, Inc.
1240 Crossman Avenue
_____________
PalmSource, Inc. – forth below, or at such other place of which the other party has been notified in accordance with the provisions of this Section 11.1 (Notices).
If to PalmSource, Inc.:
PalmSource, Inc.
1240 Crossman Avenue
Sunnyvale, CA 94089
Attention: Senior Director of Worldwide Licensing
and Business Development
Fax: (408) 400-1510
With copies to:
PalmSource, Inc.
1240 Crossman Avenue
Sunnyvale, CA
_____________
PalmSource, Inc. – 1 (Notices).
If to PalmSource, Inc.:
PalmSource, Inc.
1240 Crossman Avenue
Sunnyvale, CA 94089
Attention: Senior Director of Worldwide Licensing
and Business Development
Fax: (408) 400-1510
With copies to:
PalmSource, Inc.
1240 Crossman Avenue
Sunnyvale, CA 94089
Attention: Vice President, Legal Affairs
Fax: (408) 400-1510
-9-
PALMSOURCE AND PALM, INC. CONFIDENTIAL
If to Palm, Inc.:
Palm, Inc.
400 N.
_____________
PALMSOURCE, INC. – WHEREOF, the parties hereto have executed this Agreement effective as of the Effective Date.
PALM, INC. (Palm)
By:
/s/ THOMAS A. RYAN
Name:
Thomas A. Ryan
Title:
Vice President, Engineering
PALMSOURCE, INC. (Licensee)
By:
/s/ DAVID NAGEL
Name:
David Nagel
Title:
CEO
List of Exhibits
A
Palm Deliverables
B
Licensee Products
-13-
PALMSOURCE AND PALM, INC. CONFIDENTIAL
EXHIBIT A
PALM DELIVERABLES
[
_____________
dt 1543763
;
| Palm Inc.
|
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License and Distribution Agreement for Computer Software Package
License and Distribution Agreement for Computer Software Package (50K)
Doc #145900: Click preview link for longer preview.
LICENSE AND DISTRIBUTION AGREEMENT FOR COMPUTER
SOFTWARE PACKAGE
Contract # PalmSource-2002-1
This Agreement is made and entered into and effective as of June 28, 2002 (the Effective Date) between Mentat Inc., a California corporation having a principal place of business at 1145 Gayley Avenue, Suite 315, Los Angeles, CA 90024 (Mentat), and PalmSource, Inc. a subsidiary of Palm, Inc., a Delaware corporation having a principal place of business at 5470 Great America Parkway, Santa Clara, CA 95052 (Licensee).
This Agreement supersedes and replaces in its entirety the Limited Use License Agreement for Computer Software Package Palm-2001-1 dated June 5, 2001 between Palm, Inc. and Mentat, including all addendums and amendments thereto.
1. DEFINITIONS
(a) Addendum means an attachment to this Agreement describing Original Software licensed to Licensee by this Agreement and the particular terms associated with that Original Software.
(b) Licensee Site means those buildings owned or leased by Licensee which are used by Licensee for development and testing of Palm OS.
(c) Confidential Source Code means any portion of the human readable source code of Licensed Software.
(d) Original Software means source and object code versions of Mentat software, provided by Mentat, as identified in an Addendum, executed by both parties, and all enhancements, updates and bug fixes provided to Licensee by Mentat, together with supporting documentation as described in each Addendum.
(e) Derivative Software means Original Software as modified by Licensee or a PalmSource Sublicensee, which modifications will remain the property of Licensee, for use in connection with and adapted for Palm OS.
(f) Licensed Software means both Original Software and any Original Software contained in Derivative Software.
(g) Source Code Fee means a one-time fee as described in Sections 2(a), 5(a) and each Addendum.
PalmSource-2002-1
(h) Support Fee means an annual fee as described in Section 6(a) and each Addendum.
(i) Support Period means a one (1) year period starting February 5, 2002, and each successive yearly period.
(j) Palm OS means the Palm OS operating system and the related desktop tools and development tools used solely for the purpose of development of software for the Palm OS operating system, owned exclusively by Licensee and its suppliers and licensed by Licensee.
(k) Distribution Fee means a yearly fee for the [**] PalmSource Sublicensees as described in Sections 2(b), 5(d) and each applicable Addendum.
(l) Sublicensee Product means a handheld computing or communications device utilizing the Palm OS and incorporating the Licensed Software or Derivative Software which is developed and commercially distributed by a PalmSource Sublicensee.
(m) End User means any third party which obtains one or more units of a Sublicensee Product solely for its own use and not for further distribution or resale.
(n) PalmSource Sublicensee means a third party that develops, manufactures, markets and distributes, directly or indirectly, Sublicensee Products, pursuant to an executed, written license to the Palm OS from Licensee. Palm, Inc. shall be considered a PalmSource Sublicensee.
(o) Sublicensee Site means those buildings owned or leased by a PalmSource Sublicensee or its Contractor which are used by PalmSource Sublicensee or its Contractor for development and testing of Sublicensee Products.
(p) Source Sublicense Fee means a fee for sublicenses of the Confidential Source Code to PalmSource Sublicensee as described in Sections 2(c), 5(e) and each applicable Addendum.
(q) Additional Sublicensee Fee means an annual fee for each PalmSource Sublicensee in excess of the [**] PalmSource Sublicensees as described in Sections 2(b), 5(f) and each applicable Addendum.
(r) Contractor means a third party which (i) a PalmSource Sublicensee has contracted with to perform development or testing of Sublicensee Product, (ii) has entered into a written agreement with such PalmSource Sublicensee which contains provisions no less protective of the intellectual property of PalmSource and its suppliers than those contained herein, and (iii) has been approved by PalmSource to such PalmSource Sublicensee to use Palm OS in source or binary form solely for such development work.
145900
|
PalmSource
As referenced in this License and Distribution Agreement for Computer Software Package:
PalmSource, Inc. – June 28, 2002 (the Effective Date) between Mentat Inc., a California corporation having a principal place of business at 1145 Gayley Avenue, Suite 315, Los Angeles, CA 90024 (Mentat), and PalmSource, Inc. a subsidiary of Palm, Inc., a Delaware corporation having a principal place of business at 5470 Great America Parkway, Santa Clara, CA 95052 (Licensee).
This Agreement supersedes and replaces
_____________
PalmSource, Inc. – or such other address as may be designated by a party by giving written notice to the other party pursuant to this Section 11(j):
PalmSource-2002-1
Licensee:
Mentat:
PalmSource, Inc.
[**]
[**]
(k) This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but which collectively will constitute one and the same instrument.
(
_____________
PALMSOURCE, INC. – been omitted and filed separately with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.
MENTAT INC.
PALMSOURCE, INC.
By:
/s/ KAY A. GUYER
By:
/s/ DAVID NAGEL
Name (Print): Kay A. Guyer
Title: President
Date: July 2, 2002
Name (Print): David Nagel
Title: President and CEO
Date:
_____________
PalmSource, Inc. – Streams and Mentat TCP
This Addendum to the License and Distribution Agreement for Computer Software Package PalmSource-2002-1, dated June 28, 2002 (Effective Date) between Mentat Inc. (Mentat) and PalmSource, Inc. (Licensee) is intended by the parties to add the software named herein to the list of Original Software licensed to Licensee by Mentat. The specific terms applicable to the
_____________
PALMSOURCE, INC. – h
ip6_if.h
ip6_ire.h
ip6_nd.h
mib2.h
tcpopt.h
IN WITNESS WHEREOF, the parties have caused this Addendum to be executed by their duly authorized representatives.
MENTAT INC.
PALMSOURCE, INC.
By:
/s/ KAY A. GUYER
By:
/s/ DAVID C. NAGEL
Name (Print): Kay A. Guyer
Title: President
Date: July 2, 2002
Name (Print): David C. Nagel
Title: President and
_____________
dt 1543769
;
Mentat Inc.;
| Palm, Inc.
|
Preview
Full Doc
| 2003 |
Divestiture and Software License Agreement
Divestiture and Software License Agreement (59K)
Doc #145930: Click preview link for longer preview.
DIVESTITURE AND SOFTWARE LICENSE AGREEMENT
This Divestiture and Software License Agreement (this Agreement) is entered into as of this 7th day of April, 2003 between MSC.Software Corporation, a Delaware corporation having a principal place of business at 2 MacArthur Place, Santa Ana, California 92707 (MSC) and Unigraphics Solutions, Inc., a wholly owned subsidiary of Electronic Data Systems, Inc., a Delaware corporation, having a place of business at 5400 Legacy Drive, Plano, Texas 75024 (UGS).
RECITALS
A. The parties have been involved in a proceeding before the Federal Trade Commission entitled In the Matter of MSC.Software Corporation, which relates to MSCs proprietary version of Nastran finite element analysis software called MSC.Nastran (as defined below).
B. On October 29, 2002, the Federal Trade Commission issued a Consent Order In the Matter of MSC.Software Corporation (attached as Exhibit 1 hereto).
C. Pursuant to the terms of the Consent Order, MSC desires to provide UGS with certain Licensed Rights (as defined below) and supporting documentation relating to MSC.Nastran, as set forth in this Agreement.
D. UGS desires to purchase the Licensed Rights and obtain such other information and documentation set forth in this Agreement, subject to the terms and conditions herein.
AGREEMENT
NOW THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I: DEFINITIONS
1.1 Agreement Containing Consent Order means the agreement between MSC and the Commission setting forth the agreement of such parties regarding the Consent Order and the procedures pursuant to which the Consent Order will be finalized.
1.2 Commission means the Federal Trade Commission.
1.3 Complimentary Software means any Software intended to be used in conjunction with Nastran, including but not limited to pre- and post-processors and meshers.
1.4 Consent Order means the final Decision and Order issued by the Commission In the Matter of MSC.Software Corporation, Docket No. 9299, dated October 29, 2002 (attached as Exhibit 1 hereto and incorporated by reference herein).
1.5 CSAR means the entity formerly known as Computerized Structural Analysis and Research Corp., a California corporation, which was acquired by MSC on or about November 4, 1999.
1.6 Derivative Works shall have the meaning set forth in the United States Copyright Act (17 U.S.C. 101 et seq.).
145930
|
Unigraphics
As referenced in this Divestiture and Software License Agreement:
Unigraphics Solutions, Inc. – of this 7th day of April, 2003 between MSC.Software Corporation, a Delaware corporation having a principal place of business at 2 MacArthur Place, Santa Ana, California 92707 (MSC) and Unigraphics Solutions, Inc. , a wholly owned subsidiary of Electronic Data Systems, Inc., a Delaware corporation, having a place of business at 5400 Legacy Drive, Plano, Texas 75024 (UGS).
RECITALS
A. The parties
_____________
Unigraphics Solutions Inc. – below:
If to MSC:
MSC.Software Corporation
2 MacArthur Place
Santa Ana, California 92707
Attention: Thomas Baker
With a copy to: Legal Group
Fax: (714) 784-4056
If to UGS:
Unigraphics Solutions Inc.
2000 Eastman Drive
12
Milford, Ohio 45150
Attention: Jim Rusk
With a copy to: Legal Counsel
Fax: (513) 576-5696
14.5 Severability. In the event that any provision
_____________
UNIGRAPHICS SOLUTIONS INC. – their duly authorized representatives. Each party warrants that its executing representative has the power and authority to sign this Agreement and to thus bind its party.
MSC.SOFTWARE CORPORATION (MSC)
UNIGRAPHICS SOLUTIONS INC. (UGS)
By:
/s/ Frank Perna, Jr.
By:
/s/ Charles C. Grindstaff
Title: Chairman and CEO
Title: President, PLM Products
Date: March 31, 2003
Date: April 7, 2003
14
Schedule
_____________
dt 1315970
;
| MSC.Software Corp.
|
Preview
Full Doc
| 2003 |
Software License and Marketing and Distribution Agreement
Software License and Marketing and Distribution Agreement (104K)
Doc #147790: Click preview link for longer preview.
SOFTWARE LICENSE AND MARKETING AND DISTRIBUTION AGREEMENT
This Software License and Marketing and Distribution Agreement (the "Agreement")
is entered into as of August 20, 1997 (the "Effective Date") by and between
BISYS, Inc. ("BISYS"), a Delaware corporation with its principal place of
business at 11 Greenway Plaza, Houston, TX 77046-1102, and Open Solutions Inc.
("OSI"), a Delaware corporation with its principal place of business at 300
Winding Brook Drive, Glastonbury, CT 06033.
Recitals
A. BISYS, through its TOTALPLUS(R) Division, is a leading provider of
comprehensive data processing outsourcing solutions to financial institutions.
B. OSI is the developer and owner of The Complete Banking Solution(TM) system
and is a leading supplier of client/server software and information services to
financial institutions.
C. The parties wish to establish an alliance whereby (i) BISYS will be the
exclusive national Outsourcing Services provider and exclusive national
Facilities Manager of The Complete Banking Solution system to Financial
Institutions in the United States; (ii) OSI will license to BISYS the OSI
Proprietary and OSI Interface Software used in connection with such system;
(iii) the parties will engage in certain marketing and selling activities; and
(iv) BISYS will be a recommended preferred provider of certain related services.
Now, therefore, in consideration of the mutual obligations set forth herein, the
parties agree as follows.
1. Definitions
1.0 Change of Control - shall mean with respect to a particular entity (i) the
consummation of a merger consolidation of that entity with another in which the
owners of interests (shares or otherwise) of the particular entity immediately
prior to the consummation of such transaction do not own at least 65% of the
ownership interests of the surviving successor, acquiring or assuming entity;
(ii) the sale of all or substantially all the assets of such entity; or (iii)
the acquisition of beneficial ownership by any person (including a group within
the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended) of 35% or more of the outstanding ownership interests of such entity.
For the purposes of this agreement an initial public offering of OSI shall not
be deemed a change in control.
1.1 Conversion - shall mean the process of converting a new Customer's data to
the System.
{PAGE}
1.2 Conversion Date - shall mean the date on which live production begins. Live
production shall mean the time when Customer uses the System or portions thereof
to execute transactions, produce reports or retrieve information from the OSI
Database Model on a regular basis in a production non-test environment.
1.3 Customer - shall mean that Financial Institution for which BISYS
contractually provides either data processing Outsourcing Services using the
System or acts as Facilities Manager of the System. BISYS shall provide a form
copy of the BISYS Customer contract for Outsourcing or Facilities Management to
OSI prior to entering into the first Customer contract.
1.4 Documentation - shall mean all user manuals, system guides and related
publication for the OSI Proprietary Software and OSI Interface Software.
1.5 Enhancements - shall mean all upgrades, improvements, modifications and
updates to the OSI Proprietary Software and OSI Interface Software made
available to OSI customers.
1.6 Excluded Licensees - shall mean the Named Competitors and any outsourcing
service providers shown on Schedule 1.6 hereto, which may be amended from time
to time by BISYS with the written consent of OSI, which shall not be
unreasonably withheld.
1.7 Facilities Manager; Facilities Management - shall mean the provider and
operator of the System for the benefit of a Financial Institution on site at the
Financial Institution's facilities; the activity of so providing and operating
the System.
1.8 Financial Institution - shall mean all classes of banks, including those
chartered under state or federal law, commercial banks, savings banks, mutual
savings banks, thrift institutions, savings and loan associations and credit
unions, and branches thereof.
1.9 Interface Software - shall mean that software, other than the OSI Interface
Software, used to interface between and among the various application software
included in the System and between and among peripherals for use in connection
with the System.
1.10 License - shall mean the restricted non-transferable, non-assignable right
granted to BISYS hereunder to use the OSI Proprietary Software and OSI Interface
Software within its own data processing facilities as an Outsourcing Services
Provider, and at the Customer's facilities as Facilities Manager, to provide
data processing services to its Customers during the term of this Agreement. The
license will be for use on the Designated Hardware and Operating Systems as
defined in Schedule 17(g), as amended from time to time.
1.11 Named Competitors - Named competitors of BISYS shall mean Fiserv, EDS, M&I
Data Services, NCR, Jack Henry, and ALLTEL/Systematics and successors thereto,
and other competitors named in Schedule 1.6. Named competitors of OSI shall mean
Phoenix International, Prologic, DCI, M & I Eastpoint, ITI Premier II and NCR
Autobank and others as may be amended from time to time.
1.12 License Fee - shall mean the list price of the OSI Proprietary Software and
OSI Interface Software based on the price lists initially shown on the attached
Schedule 1.12 for a
147790
|
BISYS Group
As referenced in this Software License and Marketing and Distribution Agreement:
BISYS Group, Inc. – in object code form only. BISYS is prohibited from sub-licensing any of
its rights under this Agreement other than to a direct or indirect wholly owned
subsidiary of The BISYS Group, Inc. , the ultimate parent company of BISYS. Title
to and ownership of the OSI Proprietary Software, the OSI Interface Software
owned by OSI and the OSI Database Model and all
_____________
BISYS Group, Inc. – iii) if sent via overnight courier upon receipt.
If to BISYS:
Paul H. Bourke, President
BISYS, Inc.
11 Greenway Plaza
Houston, TX 77046-1102
With copies to:
General Counsel
The BISYS Group, Inc.
150 Clove Road
Little Falls, NJ 07424
If to OSI:
Douglas Anderson, President
Open Solutions, Inc.
300 Winding Brook Drive
Glastonbury, CT 06033
With copies to:
Christine Horrigan, Esq.
_____________
dt 1447164
;
Open Solutions
As referenced in this Software License and Marketing and Distribution Agreement:
Open Solutions Inc. – August 20, 1997 (the "Effective Date") by and between
BISYS, Inc. ("BISYS"), a Delaware corporation with its principal place of
business at 11 Greenway Plaza, Houston, TX 77046-1102, and Open Solutions Inc.
("OSI"), a Delaware corporation with its principal place of business at 300
Winding Brook Drive, Glastonbury, CT 06033.
Recitals
A. BISYS, through its TOTALPLUS(R) Division, is a leading
_____________
"Open Solutions Inc. – conditions of this Agreement, OSI hereby grants to
BISYS and BISYS hereby accepts from OSI a non-exclusive and non-transferable
right to use the OSI trade names "OSI" or "Open Solutions Inc. " and The Complete
Banking Solution trademark during the term of this Agreement for the sole
purpose of the promotion and marketing of the System. BISYS agrees to reproduce
OSI'
_____________
Open Solutions, Inc. – Inc.
11 Greenway Plaza
Houston, TX 77046-1102
With copies to:
General Counsel
The BISYS Group, Inc.
150 Clove Road
Little Falls, NJ 07424
If to OSI:
Douglas Anderson, President
Open Solutions, Inc.
300 Winding Brook Drive
Glastonbury, CT 06033
With copies to:
Christine Horrigan, Esq.
Shipman & Goodman
One American Row
Hartford, CT 06103
(b) Binding Agreement. This Agreement shall be binding
_____________
OPEN SOLUTIONS INC. – by a writing subscribed to by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement by their duty
authorized representatives as of the date first set forth above.
OPEN SOLUTIONS INC. BISYS, INC.
By: /s/ Douglas Anderson By: /s/ Paul H. Bourke
---------------------------------- -------------------
Name/title: Name/title:
-23-
{PAGE}
Schedule 1.6
[**]
-24-
{PAGE}
Schedule 1.12
OSI 1997 List Price
_____________
Open Solutions Inc. – 2000
compliance.
-39-
{PAGE}
FIRST AMENDMENT TO SOFTWARE LICENSE AND MARKETING
AND DISTRIBUTION AGREEMENT
This First Amendment to that certain Software License and Marketing and
Distribution Agreement by and between Open Solutions Inc. and BISYS, Inc. (the
"First Amendment") is made this __ of May 2002 (the "Effective Date") by and
between Open Solutions Inc. ("OSI") and BISYS, Inc. ("BISYS").
WITNESSETH:
WHEREAS,
_____________
dt 1543409
;
| BISYS, Inc.
|
Preview
Full Doc
| 2003 |
Bundled Software License Agreement
Bundled Software License Agreement (89K)
Doc #150241: Click preview link for longer preview.
SOFTWARE LICENSE AGREEMENT
THIS SOFTWARE LICENSE AGREEMENT (this Agreement) is made as of February 17, 2000 by and between HEWLETT-PACKARD COMPANY, a Delaware Corporation and its Subsidiaries, divisions and affiliates (HP), and Intervideo, a California corporation (Licensor).
The parties hereby agree as follows:
1. Definitions.
1.1 Program means Licensors software program(s) listed and described in Exhibit A hereto, including all Enhancements and localized versions thereto as further set forth below.
1.2 Enhancements mean all bug fixes, error corrections, updates, modifications, new features, new functionalities, upgrades or versions of the Program or Documentation.
1.3 Documentation means the manuals and other documentation that Licensor ordinarily makes available with a Program and any other documentation and information regarding the Program which HP reasonably requests for evaluation and use of the Program as contemplated herein, including those items listed and described in Exhibit A hereto.
1.4 Complete Copy of a Program includes (i) a master copy of the Program in object code form (as specified on Exhibit A hereto) on the media described on Exhibit A that satisfies all functional specifications set forth in the Documentation, and (ii) all Documentation and technical manuals for the Program in the form(s) and on the media described in Exhibit A.
1.5 HP Product(s) means any HP product, in all its supported configurations and with all associated peripherals.
1.6 Subsidiaries will mean an entity controlled by or under common control with a party to this Agreement, through ownership or control of more than fifty percent (50%) of the voting power of the shares or other means of ownership or control, provided that such control continues to exist.
2. Delivery And Acceptance.
2.1 Delivery. Licensor agrees to deliver to HP a Complete Copy of each Program listed in Exhibit A upon execution of this Agreement.
2.2 Acceptance. HP will have [*] from the date of receipt of a Complete Copy of the Program to evaluate the Program for conformity with specifications, and either accept, return for rework, or reject the Program. HP will be entitled to test and evaluate any Program by whatever means it deems appropriate consistent with Licensors rights in the Program, and Licensor hereby
1
grants to HP any licenses necessary for HP to perform its evaluation. Such licenses will include the right of HP to use third party subcontractors to achieve the foregoing. If HP returns a Program for rework, Licensor agrees to correct the listed defects and resubmit the Program for re-evaluation under the same acceptance procedure. In the event HP rejects a Program, it will give Licensor written notice of rejection stating the reasons for its unacceptability, and this Agreement will terminate with respect to that Program. No payment will be payable to Licensor unless the Program has been accepted by HP in writing or HP fails to reject the Program within such [*] period.
2.3 Enhancements. Licensor agrees to deliver to HP a Complete Copy of any Enhancement within five (5) days of its release to manufacturing by Licensor. HP will have the right to test and evaluate the Enhancement under the acceptance procedure described above.
3. Rights Granted And Restrictions.
3.1 License to the Program. Licensor hereby grants to HP, under Licensors intellectual property rights a non-exclusive, worldwide license to use, reproduce, display, distribute, import and disclose the Program in object code format for use in conjunction with an HP Product. Such use limitation will not apply in the case of Enhancements for distribution to customers for support and maintenance purposes. Such license may include the right of HP to sublicense distributors, resellers, and other third parties for the limited purpose of distribution of the Program in object code format.
3.2 License to the Documentation. Licensor hereby grants to HP, under Licensors intellectual property rights, a non-exclusive, worldwide license to use, reproduce, display, translate, import, disclose, distribute, modify and prepare derivative works or compilations of: (a) the Documentation; and (b) modifications, derivative works and compilations based upon the Documentation for use with a Program. These rights are exercisable in any medium. Such license will include the right of HP to sublicense distributors, resellers, and other third parties to achieve the foregoing. The right to modify and prepare derivative works and compilations is granted solely for the purposes of combining Documentation of more than one program, condensing Documentation, and formatting and preparing Documentation for user accessibility.
3.3 License to Photograph (Marketing Materials). Licensor hereby grants to HP, under Licensors intellectual property rights, a non-exclusive, worldwide license to capture visual images of the Program screen displays and packaging, the Documentation and the CD-ROM, if any, and to use, reproduce, display, perform, distribute, import and modify such photographs and modifications and images solely in connection with HPs marketing and support of the Program and training with respect to the Program. Such license will include the right of HP to sublicense distributors, resellers, and other third parties to achieve the foregoing.
3.4 Restrictions. HP will not disassemble, decompile, reverse engineer or otherwise modify any Program without written authorization from Licensor, except as necessary to ascertain interfaces or as permitted by law.
150241
|
Hewlett-Packard
As referenced in this Bundled Software License Agreement:
hewlett-packard – 10.17
BUNDLED SOFTWARE LICENSE
AGREEMENT
BY
AND
BETWEEN
HEWLETT-PACKARD COMPANY
AND
INTERVIDEO INC.
DATED
FEBRUARY 25, 2000
hewlett-packard – SOFTWARE LICENSE AGREEMENT (this Agreement) is made as of February 17, 2000 by and between HEWLETT-PACKARD COMPANY, a Delaware Corporation and its Subsidiaries, divisions and affiliates (HP), and Intervideo, a
hewlett-packard – be executed in counterparts, each of which will be deemed an original.
Agreed:
HEWLETT-PACKARD COMPANY
LICENSOR
By:
/s/ Larry Wuerz&
hewlett-packard – nbsp;
AMENDMENT #1 TO
THE BUNDLED SOFTWARE LICENSE AGREEMENT
DATED FEBRUARY 17, 2000
BETWEEN
HEWLETT-PACKARD COMPANY
AND
INTERVIDEO, INC.
This Amendment #1 (Amendment #1) to that certain Bundled
hewlett-packard – 1) to that certain Bundled Software License Agreement dated February 17, 2000, by and between Hewlett-Packard Company (HP) and Intervideo, Inc. (Licensor) is entered into by and between HP and
dt 996
;
InterVideo
As referenced in this Bundled Software License Agreement:
INTERVIDEO INC. –
Software License Agreement
EX-10.17 3 dex1017.htm SOFTWARE LICENSE AGREEMENT
EXHIBIT 10.17
BUNDLED SOFTWARE LICENSE
AGREEMENT
BY
AND
BETWEEN
HEWLETT-PACKARD COMPANY
AND
INTERVIDEO INC.
DATED
FEBRUARY 25, 2000
CONFIDENTIAL TREATMENT REQUEST
* Portions denoted with an asterisk have been omitted and filed separately with the
Securities and Exchange Commission pursuant to a request for
_____________
InterVideo, Inc. – Fax: 510 651-8808
30
EXHIBIT E
ESCROW AGREEMENT
31
SAFE ESCROW AGREEMENT
Account Number [*]
This Agreement is effective January 7, 2000 between DSI Technology Escrow Services, Inc. (DSI) and InterVideo, Inc. (Depositor), who collectively may be referred to in this Agreement as the parties and who are more fully identified in the Exhibit A.
A. Depositor desires to establish, an
_____________
InterVideo, Inc. – government regulations of any country from or to which the Deposit Materials may be delivered in accordance with the provisions of this Agreement.
Depositor
DSI Technology Escrow Services, Inc.
By:
InterVideo, Inc. /s/ JOE MONASTIERO
By:
/s/ DAVID A. HAYS
Name:
Joe Monastiero
Name:
David A. Hays
Title:
VP of Marketing and Sales
Title:
Contract Administrator
Date:
December 13, 1999
Date:
_____________
InterVideo, Inc. – 7 2000
37
EXHIBIT A
DESIGNATED CONTACT
Account Number [*]
Notices, deposit material returns and
communications to Depositor should be
addressed to:
Invoices to Depositor should be addressed to:
Company Name:
InterVideo, Inc.
InterVideo. Inc.
Address:
47350 Fremont Blvd
47350 Fremont Blvd
Fremont, CA 94538
Fremont, CA 94538
Designated Contact:
Joe Monastiero
Contact:
Sherry Wang
Telephone:
510-651-0888
Facsimile:
510-651-
_____________
InterVideo. Inc. – 37
EXHIBIT A
DESIGNATED CONTACT
Account Number [*]
Notices, deposit material returns and
communications to Depositor should be
addressed to:
Invoices to Depositor should be addressed to:
Company Name:
InterVideo, Inc.
InterVideo. Inc.
Address:
47350 Fremont Blvd
47350 Fremont Blvd
Fremont, CA 94538
Fremont, CA 94538
Designated Contact:
Joe Monastiero
Contact:
Sherry Wang
Telephone:
510-651-0888
Facsimile:
510-651-8808
P.
_____________
dt 1469677
;
|
Thomson
As referenced in this Bundled Software License Agreement:
Thomson Multimedia – MPEG Licensing Authority), or any other entity, the video and/or audio rights claimed by Lucent Technologies, the audio rights claimed by Philips, Thomson Multimedia or Fraunhofer-Gesellschaft, or the DVD Patent Licenses claimed by Matsushita, Hitachi, Toshiba, Victor, Time Warner, Mitsubishi, Sony (Third Party Right), where Licensors
_____________
dt 222392
|
Preview
Full Doc
| 2003 |
Software Maintenance, Data Services and Operations Service Level Agreement
Software Maintenance, Data Services and Operations Service Level Agreement (87K)
Doc #169880: Click preview link for longer preview.
SOFTWARE MAINTENANCE, DATA SERVICES AND OPERATIONS
SERVICE LEVEL AGREEMENT
SOFTWARE MAINTENANCE, DATA SERVICES AND OPERATIONS SERVICE LEVEL AGREEMENT
("Agreement") entered into as of the 1st day of January, 2001, and amended on
May 15, 2002, by and between ITA Software, Inc. ("Licensor") and Orbitz, LLC
("Licensee").
1. INTRODUCTION
This Software Maintenance, Data Services and Operations Service Level Agreement
covers standards for the provision of software maintenance, data management and
support, and operations by Licensor to Licensee, in connection with that certain
Software License Agreement dated as of July 1, 2000 between Licensee and
Licensor (the "License Agreement"). The License Agreement terminates on
September 30, 2004 (if not renewed) and this Agreement, and the pricing
contained herein, has been structured to run concurrently with the License
Agreement. Capitalized terms used but not defined herein will have the meaning
ascribed thereto in the License Agreement.
In accordance with the License Agreement, Licensor has granted to Licensee a
license to use the Licensed Software (as defined in the License Agreement) for
the purpose of enabling End Users (as defined in the License Agreement) to
obtain information and to make decisions about airline routes and schedules,
airfares and availability, as well as to search for low airfares, at Licensee's
World Wide Web site currently located at www.orbitz.com. Licensee will operate a
portion of the Licensed Software at its location in Chicago, Illinois (the
"Licensee Facility", which shall include any other location to which Licensee
may move its operations center in the future). To support Licensee, Licensor
will: (i) provide maintenance and support for the Licensed Software, pursuant to
Section 2 of this Agreement ("Maintenance Services"), (ii) provide data and data
support relating to the Licensed Software, pursuant to Section 3 of this
Agreement ("Data Services") and (iii) provide operations to effect the
Maintenance Services and the Data Services, pursuant to Section 4 of this
Agreement ("Operations Services").
2. MAINTENANCE SERVICES
2.1 SCOPE OF SERVICES
(a) The following are the Maintenance Services that will be provided by Licensor
in connection with the Licensed Software:
Licensor shall:
(i) develop and provide corrections, changes, or workarounds
("Corrections") for any defects, errors, or malfunctions in the
Licensed Software, including, but not limited to, any
nonconformities with the Specifications (as defined below)
{Page}
(collectively, "Defects"), discovered by Licensee or Licensor,
on a timely basis, given the nature and scope of the Defect;
(ii) provide to Licensee all improvements, modifications and
enhancements ("Improvements", which term will not include
improvements, modifications or enhancements (i) which contain
significant new or improved functionalities or (ii) which are
developed by Licensor specifically for its other customers which
are specific to the systems or software of such other customers
and which Licensor does not have the right to license to its
licensees) to the Licensed Software which Licensor shall make or
acquire from time to time and which Licensor makes available to
its licensees generally; and
(iii) provide Licensee any upgrade releases ("Upgrade Releases") to
the Licensed Software and all new Versions and Releases of the
Licensed Software, which Licensor makes available to its
licensees generally; provided, however, that if any such Version
or Release contains significant new or improved functionalities,
Licensor shall have the right to make such Version or Release
available to Licensee only upon the payment of additional
license fees, or upon such other terms, as the Licensor requires
of its licensees generally therefor. "Versions" shall be
designated by a change in the digits to the left of the decimal
point, and "Releases" shall be designated by a change in the
digits to the right of the decimal point.
As used herein, "Specifications" means the functionality of the Licensed
Software described in Exhibit A to the License Agreement.
(b) Licensee shall implement all Corrections that do not materially alter or
diminish the functionality of the Licensed Software as described in the
applicable Documentation and Specifications. Licensee's failure to do so within
90 days after receipt of notice from Licensor regarding the availability of such
Corrections shall eliminate Licensor's obligation to provide Maintenance
Services until such Corrections are implemented. In addition, any modifications
to Licensor-provided configuration files or alteration from Licensor's
recommended use of configuration options shall eliminate Licensor's obligation
to provide Corrections or other Maintenance Services for that portion of the
software affected thereby, unless such modifications by Licensee were
occasioned, following consultation between Licensee and Licensor, by Licensor's
failure to modify or correct the Licensed Software as required hereunder or
under the License Agreement.
(c) In the event that changes in industry-standard practices and/or data formats
(such as ATPCO file formats, ATPCO processing, SSIM schedule formats and
government mandates regarding taxes and passenger facility charges (PFCs))
prevent the Licensed Software from functioning as specified in the License
Agreement or Specifications, the Licensor shall deliver updates to the Licensed
Software to permit operation of the Licensed Software in a manner equal to the
functionality described in the License Agreement and Specifications. Such
updates will be considered "Improvements" for the purposes of this Section 2,
and Licensor shall deliver such Improvements to Licensee
169880
| ITA Software, Inc.;
Orbitz, LLC;
| Orbitz Inc.
|
Preview
Full Doc
| 2003 |
Software Hosting and Licensing Agreement
Software Hosting and Licensing Agreement (52K)
Doc #170559: Click preview link for longer preview.
SOFTWARE HOSTING AND LICENSING AGREEMENT
This SOFTWARE HOSTING AND LICENSING AGREEMENT ("Agreement") is made as of April 27, 2001 ("Effective Date") by and between PETROLEUM PLACE, a corporation organized under the laws of Delaware and having its principal place of business at 1099 18th Street, Suite 2950, Denver, CO. 80202 ("Vertical Solution Provider"), and AUTODESK, INC, a corporation organized under the laws of Delaware and having its principal place of business at 111 McInnis Parkway, San Rafael, California 94903 ("Autodesk").
This Agreement consists of this Cover Sheet, the attached Terms and Conditions and any Exhibits attached thereto. Each Party has read, understands and agrees to the terms and conditions of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and do each hereby warrant and represent that their respective signatory whose signature appears below has been and is on the Effective Date of this Agreement duly authorized by all necessary and appropriate corporate action to execute this Agreement.
AUTODESK, INC.
Signature:
Title:
Printed Name:
Date:
VERTICAL SOLUTION PROVIDER
Signature: /s/Jeffrey M. Holben
Title: VP, CFO
Printed Name: Jeffrey M. Holben
Date: April 27, 2001
Notices under this Agreement shall be in writing and delivered to:
Autodesk, Inc.
111 McInnis Parkway
San Rafael, California 94903
Attn: General Counsel
Phone: 415-507-5000
Fax: 415-507-6126
Petroleum Place Vertical Solution Provider
1099 18th Street, Suite 2950
Denver, CO 80202
Attn: Richard Hermann
Phone: 303-390-9400
Fax: 303-390-9401
1. DEFINITIONS.
A. "Application" shall mean any operating system, database software, application or other software, including bug fixes, new versions, updates, improvements and enhancements offered by Vertical Solution Provider in connection with providing the Hosting Services as approved by Autodesk. Each approved Application is set forth in Exhibit A.
B. "Content" shall mean the content, owned or licensed by Vertical Solution Provider that is served to End Users in conjunction with the Software and the Application as approved by Autodesk. The approved Content is set forth in Exhibit A.
C. "End User" shall mean each unique individual or "seat" having access to the embedded Software and the Application and/or Content through the Hosting Services via a personal computer or a wireless device. For avoidance of doubt, wherein a company may have a single access code or password, each employee accessing the Hosting Services shall be treated individually meaning a single company may have multiple End Users. Similarly, Vertical Solution Provider may license the Software to an end User who in turn provides the Software to sub-end users. Each individual who has access to the Software is considered an End User.
D. "End User License Agreement" shall mean the terms and conditions under which Autodesk is granting a license for the Software to Vertical Solution Provider and the plug-in/viewer to an end User of such Software. A copy of the end User License Agreement is attached as Exhibit D.
E. "Gross Revenue" shall mean gross dollar sums invoiced by Vertical Solution Provider from the license, sublicense and/or subscription of the Hosting Services or the Application and/or Content wherein the Software is utilized in any way.
F. "Hosting Centers" shall mean Vertical Solution Provider Internet application hosting and data centers where the Servers will be located and the Software will be installed for hosting purposes pursuant to this Agreement.
G. "Hosting Services" shall mean servers owned or licensed by Vertical Solution Provider that serve Web pages on which the Software is run in conjunction with the Application and/or Content, and any other third party software or hardware necessary for Vertical Solution Provider to provide End Users with access to applications and data. For purposes of this Agreement, the Hosting Services shall include all services offered by Vertical Solution Provider that use the Software, or any part thereof , in any way.
170559
|
Autodesk
As referenced in this Software Hosting and Licensing Agreement:
AUTODESK, INC, – PETROLEUM PLACE, a corporation organized under the laws of Delaware and having its principal place of business at 1099 18th Street, Suite 2950, Denver, CO. 80202 ("Vertical Solution Provider"), and AUTODESK, INC, a corporation organized under the laws of Delaware and having its principal place of business at 111 McInnis Parkway, San Rafael, California 94903 ("Autodesk").
This Agreement consists of this
_____________
AUTODESK, INC. – respective signatory whose signature appears below has been and is on the Effective Date of this Agreement duly authorized by all necessary and appropriate corporate action to execute this Agreement.
AUTODESK, INC.
Signature:
Title:
Printed Name:
Date:
VERTICAL SOLUTION PROVIDER
Signature: /s/Jeffrey M. Holben
Title: VP, CFO
Printed Name: Jeffrey M. Holben
Date: April 27, 2001
Notices under this Agreement
_____________
Autodesk, Inc. – SOLUTION PROVIDER
Signature: /s/Jeffrey M. Holben
Title: VP, CFO
Printed Name: Jeffrey M. Holben
Date: April 27, 2001
Notices under this Agreement shall be in writing and delivered to:
Autodesk, Inc.
111 McInnis Parkway
San Rafael, California 94903
Attn: General Counsel
Phone: 415-507-5000
Fax: 415-507-6126
Petroleum Place Vertical Solution Provider
1099 18th Street, Suite 2950
Denver,
_____________
Autodesk, Inc. – PROGRAM WITHOUT PERMISSION OF AUTODESK, YOU ARE VIOLATING THE LAW. YOU MAY BE LIABLE TO AUTODESK FOR DAMAGES, AND YOU MAY BE SUBJECT TO CRIMINAL PENALTIES.
1. GRANT OF LICENSE.
Autodesk, Inc. ("Autodesk") grants you a nonexclusive, nontransferable license to use the enclosed program, including the server, the author, the viewers, any extensions, that may be purchased concurrently or at a
_____________
Autodesk, Inc. – subject to restrictions as set forth in FAR 12.212 (Commercial Computer Software - Restricted Rights) and DFAR 227.7202 (Rights in Technical Data and Computer Software), as applicable. Manufacturer is Autodesk, Inc. , 111 McInnis Parkway, San Rafael, California 94903.
8. CANADIAN SALES.
If you purchased this product in Canada, you agree to the following: The parties hereto confirm that it is
_____________
dt 1460475
;
Petroleum Place;
| Storage Alliance Inc.
|
Preview
Full Doc
| 2003 |
Exclusive Software License Agreement with Equity
Exclusive Software License Agreement with Equity (75K)
Doc #171170: Click preview link for longer preview.
UNIVERSITY OF ILLINOIS
EXCLUSIVE SOFTWARE LICENSE AGREEMENT
WITH EQUITY
License Agreement ("AGREEMENT"), dated as of June 25, 2003, between THE BOARD OF
TRUSTEES OF THE UNIVERSITY OF ILLINOIS, a body corporate and politic of the
State of Illinois (the "UNIVERSITY"), and UTEK Corporation, a(n) Delaware
Corporation with the address of 202 S. Wheeler Street, Plant City, Florida,
33563. ("LICENSEE").
PRELIMINARY STATEMENT
UNIVERSITY holds certain rights to the Technology described below, and
desires to have the Technology perfected and exploited for commercial purposes.
Licensee wishes to obtain the exclusive right to exploit the Technology in
commercial settings through a third party entity known as Circle Group Holdings,
Inc. ("Company"). It is agreed to by the parties that upon execution of this
Agreement this license shall be automatically assigned to Company and Company by
signing below agrees to accept such assignment with all corresponding rights and
obligations of Licensee as described hereunder. University approves of such
assignment. Therefore, in consideration of the mutual obligations set forth
below and other valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, University and Licensee agree as follows.
ARTICLE 1
DEFINITIONS
The following capitalized terms are used in this Agreement with the
following meanings:
"AFFILIATE" means, as to any person or entity, any other person or
entity that directly or indirectly controls, is controlled by, or is under
common control with such person or entity. For purposes of the preceding
sentence, "control" means the right to control, or actual control of, the
management of such other entity, whether by ownership of securities, by voting
rights, by agreement or otherwise.
"EQUITY RIGHTS" means the capital stock and related rights granted to
the University by Licensee and its Affiliates and other parties as set forth in
Section 3.13 and on Schedule 3 attached to this Agreement.
"COPIES" means any copy of a work, made by any method now known or
later developed and fixed in any medium now known or later developed, and from
which the work can be perceived, reproduced or otherwise communicated, either
directly or with the aid of a machine or device.
"DERIVATIVE WORK" means any translation (including translation into
other computer languages), modification, correction, addition, extension,
upgrade, improvement, compilation, abridgment or other form in which an existing
work may be recast, transformed or adapted.
"DOCUMENTATION" means the End User Documentation and the System
Documentation.
"END USER" means any person who licenses, purchases, or otherwise
obtains the Licensee Product or has access to or use of the Licensee Products
(including, but not limited to, by means of online access) directly or
indirectly from Licensee (excepting either party to this Agreement or its
Affiliates).
"END USER AGREEMENT" means the written agreement between Licensee and
an End User that includes the Mandatory Terms and governs End User's use, access
to, or receipt of the Licensee Product.
"END USER DOCUMENTATION" means any user manuals, handbooks and other
written or electronic material relating to the Licensed Software or Licensee
Product that are intended for use by End Users.
1
{PAGE}
"EVALUATION AGREEMENT" means the written agreement between Licensee and
an End User that includes the Mandatory Terms and governs End User's evaluatory
use, access to, or receipt of the Licensee Product, which will not, in any event
permit the End User to use the product for longer than thirty (30) days without
entering into an End User Agreement.
"INTELLECTUAL PROPERTY" means worldwide rights arising under contract,
statute or common law, whether or not perfected, and associated with: (a) works
of authorship, including copyrights, mask works and moral rights; (b) the
protection of trade and industrial secrets and confidential information; (c) any
rights analogous to those set forth herein and any other proprietary rights
relating to intangible or intellectual property now existing or later recognized
in any jurisdiction (excluding trademarks, service marks, trade names, and trade
dress); and (d) divisions, continuations, renewals, reissuances, reexaminations,
applications, registrations, and any extensions of the foregoing, now existing
or hereafter filed, issued or acquired.
"LICENSED FIELD" means the field of use described on Schedule 1.
"LICENSEE PRODUCT" means (i) any and all Licensee computer programs
that incorporate, integrate, or include part or all of the Licensed Software,
(ii) all Derivative Works based on the Licensed Software, (iii) all Upgrades;
and (iv) all Documentation related to the foregoing and all Derivative Works
based on the Documentation.
"LICENSED SOFTWARE" means the computer program and database that is
described in Schedule 1, in Source Code and/or Object Code as specified in
Schedule 1.
"LICENSEE SERVICES" means services provided by Licensee to its
customers that require use of or are based on the Licensed Software or Licensee
Products, including (a) access fees; (b) customer support services; (c) the
creation and distribution of Upgrades (including both basic and major software
maintenance services, such as error corrections, incidental or substantial
structural, functional, or performance improvements; and additions); (d)
consulting and design services to model and simulate particular designs for
customers; (e) customization, modification, and/or integration of Licensee
Products for specific customers; (f) direct training; and workshops and/or
seminars; and (g) collection of advertising revenues and product sales.
"LICENSEE TECHNOLOGY" means the software, hardware, works, inventions,
technology, data, materials, concepts or techniques created or procured by
Licensee independently from and without reference to the Licensed Software or
Intellectual Property owned by University.
"MANDATORY TERMS" means the: (i) terms set forth in Schedule 4 that
Licensee must include in all End User Agreements and Evaluation Agreements; and
(ii) any mandatory terms for third party products incorporated into the Licensed
Software, which terms University may provide to Licensee.
"NET SALES" means:
(a) with respect to licensee Products and Licensee Services, in either
case sold or transferred to any third party, the gross sales price actually
charged in the sale of such Licensee Product or Licensee Service (if Licensee or
any Sublicensee sells to an Affiliate, the normal non-discounted invoice price
to non-Affiliates shall be deemed the invoice price for purposes of this
Agreement), less:
(i) customary trade, quantity or cash discounts, rebates, and
non-affiliated brokers' or agents' commissions actually allowed and taken;
(ii) amounts repaid or credited to customers on account of rejections
or returns of specified products for which a Royalty was paid or payable under
this Agreement; and
(iii) freight and other transportation costs, including insurance
charges, and duties, tariffs, sales and excise taxes and other governmental
charges based directly on sales, turnover or delivery of the specified products
and actually paid or allowed; and
171170
|
Citibank
As referenced in this Exclusive Software License Agreement with Equity:
Citibank, N.A. – by Licensee under this
Agreement shall be converted, prior to payment, into the United States dollars
at the applicable rate of exchange of Citibank, N.A. , in New York, New York, on
the last day of the calendar quarter in which such transaction occurred.
3.8. OVERDUE PAYMENTS.
_____________
dt 146083
;
 Circle Group
As referenced in this Exclusive Software License Agreement with Equity:
Circle Group Holdings, – South Goodwin Avenue
Urbana, IL 61801
July 23, 2003
UTEK Corporation
Sam Reiber, Vice President
202 South Wheeler Street
Plant City, FL 33563
Circle Group Holdings, Inc.
Mr. Gregory J. Halpern
1011 Campus Drive
Mundelein IL 60060
Re: Exclusive Software License Agreement
Agreement No. A03394 and A03436
Technology
_____________
Circle Group Holdings, – commercial purposes.
Licensee wishes to obtain the exclusive right to exploit the Technology in
commercial settings through a third party entity known as Circle Group Holdings,
Inc. ("Company"). It is agreed to by the parties that upon execution of this
Agreement this license shall be automatically assigned to
_____________
Circle Group Holdings, – Agreement and
University shall have no obligations under this Agreement.
(b) Upon execution of this license, Licensee shall immediately assign
this license to Circle Group Holdings, Inc. Following this assignment, no
subsequent assignments of this Agreement shall be assigned by Licensee, by
operation of law or otherwise, without
_____________
Circle Group Holdings, – PROPRIETARY INFORMATION
---------------------------------------------------
SCHEDULE 3 TO EXCLUSIVE LICENSE AGREEMENT
-----------------------------------------
ROYALTIES -- SECTION 3.0:
------------------------
Licensing Fee: Section 3.1(a): $75,000 in equity of Circle Group Holdings, Inc.
(OTCBB: CRGQ) unregistered shares of common stock.
Royalty on Net Sales of Licensee Products - Section 3.1(b): 10%
Royalty on
_____________
Circle Group Holdings, – Licensee:
UTEK Corporation
Attention: Sam Reiber
Vice President
202 South Wheeler Street
Plant City, FL 33563
Upon Assignment of License, send notices to:
Circle Group Holdings, Inc.
Mr. Gregory J. Halpern
1011 Campus Drive
Mundelein, IL 60060
19
{PAGE}
SCHEDULE 4
MANDATORY TERMS FOR END USERS OF UNIVERSITY
_____________
dt 232080
;
| UTEK Corporation;
University of Illinois
|
Preview
Full Doc
| 2003 |
Software Sale and Assignment Agreement
Software Sale and Assignment Agreement (30K)
Doc #173974: Click preview link for longer preview.
SOFTWARE SALE AND ASSIGNMENT AGREEMENT
This agreement (the "Agreement") is made as of April 23, 2003 (the "Effective
Date") between EASTMAN KODAK COMPANY, a corporation organized and existing under
the laws of New Jersey with its principal office at 343 State Street, Rochester,
New York, ("Kodak"), and FRONT PORCH DIGITAL, INC., a corporation organized and
existing under the laws of Nevada with its principal office at 20000 Horizon
Way, Mt. Laurel, New Jersey 08054 (hereinafter referred to as "FPDI").
WHEREAS, FPDI owns or licenses from third parties with the right to
sublicense to customers in the course of its business certain archiving software
programs for the Medical Imaging and Information Management Market known as DIVA
software ("DIVA Medical Software");
WHEREAS, FPDI is no longer interested in continuing to commercially exploit
such DIVA Medical Software in its business operations;
WHEREAS, KODAK desires to purchase and have assigned to it such DIVA
Medical Software and have sublicensed (or assigned as the case may be) to it any
third party software licensed to FPDI and included with the DIVA Medical
Software; and
WHEREAS, KODAK desires to offer employment to thirteen current employees of
FPDI's wholly-owned French subsidiary, Front Porch Digital International SAS
("FPDISAS"), who are necessary for future development, maintenance, support and
licensing of such DIVA Medical Software.
NOW, THEREFORE, in consideration of the terms and conditions of this
Agreement, the parties agree as follows:
1. DEFINITIONS.
1.1. "Assigned Software" means the DIVA Medical Software applications in all
formats, associated documentation and tools owned by FPDI, including without
limitation work product
-1-
{PAGE}
conceived or under development as of the Effective Date, as well as the DIVANet
product and related software for the Medical Imaging and Information Management
Market developed after the Effective Date, and to be assigned to KODAK, as
listed in Appendix 1.
1.2 "Third Party Software" means the DIVA Medical Software applications in all
formats, associated documentation, and tools licensed by FPDI or FPDISAS from
third parties, as listed in Appendix 2.
1.3 "DIVA Medical Software Employees" means those FPDISAS employees listed in
Appendix 3.
1.4. "Software Support Customers" means those FPDI-KODAK common customers, as
listed in Appendix 4, whose express or implied contracts with FPDISAS call for
certain ongoing software support for DIVA Medical Imaging Software.
1.5. "DIVA Non-Medical Market Software" means that DIVA software customized for
applications outside the Medical Imaging and Information Management Market that
is substantially similar to the DIVA Medical Software, but retained by FPDI for
its continued business operations.
1.6. "Medical Imaging and Information Management Market" means those customers
who purchase products and services that utilize medical, dental, or veterinary
data of any kind, including without limitation doctors, dentists, veterinarians,
hospitals, clinics, pharmacies, health care insurers, and any international,
federal, state, and local government agencies only to the extent that that such
agencies are purchasers of medical imaging and information management products
and services.
1.7. "Non-Medical Market" means those customers who purchase products and
services other than for the Medical Imaging and Information Management Market,
including any international, federal, state and local government agencies to the
extent that such agencies purchase products or services other than for medical
imaging and information management.
1.8. "KODAK's Contact" means Michael Jackman whose address is 343 State Street,
MC 01131, Rochester, NY 14650-1131.
173974
|
Front Porch
As referenced in this Software Sale and Assignment Agreement:
FRONT PORCH DIGITAL, INC. – Effective
Date") between EASTMAN KODAK COMPANY, a corporation organized and existing under
the laws of New Jersey with its principal office at 343 State Street, Rochester,
New York, ("Kodak"), and FRONT PORCH DIGITAL, INC. , a corporation organized and
existing under the laws of Nevada with its principal office at 20000 Horizon
Way, Mt. Laurel, New Jersey 08054 (hereinafter referred to as "FPDI").
WHEREAS,
_____________
FRONT PORCH DIGITAL, INC. – may only
be amended in writing signed by both parties.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their duly authorized officers.
EASTMAN KODAK COMPANY FRONT PORCH DIGITAL, INC.
/s/ DANIEL KERPELMAN /s/ DONALD MAGGI
---------------------------- ----------------
Authorized Signature Authorized Signature
Daniel Kerpelman / Vice President Don Maggi / Chief Executive Officer
APRIL 23, 2003 APRIL 22, 2003
-------------- --------------
Date Signed Date Signed
-
_____________
dt 1461969
;
Merge
As referenced in this Software Sale and Assignment Agreement:
Merge Technologies, Inc. – DIVAnet; and
d. other related software updates resulting from the fine-tuning or
completion of nearly developed modules. These include DIVAsan v5.5.
-13-
{PAGE}
Appendix 2
Third Party Software
Merge Technologies, Inc. (only used with DIVA Medical Software) assignment to
KODAK?
Oracle France SAS (also used with DIVA Non-Medical Market Software) sublicensed
to KODAK
-14-
{PAGE}
Appendix 3
DIVA MEDICAL
_____________
dt 1452219
;
| Eastman Kodak Company
|
Preview
Full Doc
| 2003 |
Master Software License and Distribution Agreement [Amendment No. 2]
Master Software License and Distribution Agreement [Amendment No. 2] (18K)
Doc #187663: Click preview link for longer preview.
Amendment No. 2 to the Master Software License and Distribution Agreement
(Contract No. 220-00-0134)
between Cellco Partnership (d/b/a Verizon Wireless)
and
Smith Micro Software, Inc.
________________________________________________________________________________
{PAGE}
CONTRACT NO. 750-33576-2001
AMENDMENT NO. 2 TO THE
MASTER SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT
(CONTRACT NO. 220-00-0134) BETWEEN
CELLCO PARTNERSHIP, A DELAWARE GENERAL PARTNERSHIP D/B/A VERIZON WIRELESS
AND
SMITH MICRO SOFTWARE, INC.
THIS AMENDMENT NO. 2 ("AMENDMENT") amends the Master Software License and
Distribution Agreement ("Agreement") between Cellco Partnership, a Delaware
general partnership d/b/a Verizon Wireless ("Verizon Wireless") on behalf of
itself and for the benefit of its Affiliates and Smith Micro Software, Inc.
("SMSI"). This Amendment shall be effective on March 31, 2003 (the "Effective
Date"), unless terminated in accordance with the Agreement (Termination).
WHEREAS, Verizon Wireless and SMSI entered into a Master Software License and
Distribution Agreement dated December 1,2000; and
WHEREAS, Verizon Wireless and SMSI now desire to amend the Agreement to include
additional project(s) as set forth herein.
NOW, THEREFORE, in consideration of the foregoing promises, and for other good
and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, SMSI agrees [*] to add 1xRTT/802.11(WiFi) combination
functionality in accordance with the provisions set forth herein and on Schedule
A1, attached hereto and incorporated herein. The work to be performed hereunder
is within SMSI's planned development of the Software under Section 2.2 of the
Agreement. In addition, SMSI shall license to Verizon Wireless, QuickLink(R)
Mobile Phonebook software in accordance with the provisions set forth on
Schedule A-2, attached hereto and incorporated herein.
1. This Amendment is an integral part of the Agreement. The terms
used herein which are defined or specified in the Agreement shall
have the meanings set forth in the Agreement. If there are any
inconsistencies between the provisions of this Amendment and the
provisions of the Agreement, the provisions of this Amendment
shall control.
2. Section 1.1, Definitions, shall be deleted in its entirety and
replaced with the following:
"1.1 Definitions
a. "Affiliate" means any entity that controls, is
controlled by, or is under common control with
Verizon Wireless.
-----------
* Confidential Treatment has been requested for certain redacted provisions of
this agreement. The redacted provisions are identified by an asterisk and
enclosed by brackets. The confidential portions have been filed separately with
the Securities and Exchange Commission.
1
{PAGE}
b. "Agreement" refers to this Master Software
License and Maintenance Agreement.
c. "Combination Client" means the software
product which shall enable Verizon Wireless end-users
to access both the Verizon Wireless 1xRTT and Verizon
Wireless WiFi networks. Such Combination Client shall
also contain the Hot Spot Directory and shall support
any 1xRTT or 802.11 capable hardware device supported
by Verizon Wireless.
d. "Distributed" shall mean copies of the
software shipped or downloaded.
e. "Final Software" shall mean, for purposes of
sections 3.3 and 3.4 of the Agreement, the software
product which exists at the moment or time of
expiration or termination of this Agreement.
f. "Hot Spot Directory" means the listing of all
WiFi access points available for access by all
Verizon Wireless subscribers.
g. "Order" refers to a written order from Verizon
Wireless for the license from SMSI of the Single
Client or the Combination Client and/or purchase of
Related Services.
h. "Outstanding Order" refers to an Order for
which license to the Single Client or the Combination
Client described therein or for which any Related
Service described therein has not been accepted.
i. "Party" refers to either Verizon Wireless or
SMSI, as the context requires; both Verizon Wireless
and SMSI may be collectively referred to as the
"Parties."
j. "QuickLink Phone Book refers to SMSI's
QuickLink Phone Book software program.
k. "Related Services" means those services such
as technical support, training, and [*] which SMSI
will provide to Verizon Wireless hereunder. Those
Related Services which will be provided by SMSI and
the charges therefore, if any, are set forth on
Schedules A, A-1, A-2 and B, attached hereto and
incorporated herein by reference.
l. "Single Client" refers to the previously
developed software product which enables Verizon
Wireless subscribers to access the Verizon Wireless
1xRTT
187663
|
Smith Micro
As referenced in this Master Software License and Distribution Agreement [Amendment No. 2]:
Smith Micro Software, Inc. – SECURITIES AND EXCHANGE COMMISSION.
________________________________________________________________________________
Amendment No. 2 to the Master Software License and Distribution Agreement
(Contract No. 220-00-0134)
between Cellco Partnership (d/b/a Verizon Wireless)
and
Smith Micro Software, Inc.
________________________________________________________________________________
{PAGE}
CONTRACT NO. 750-33576-2001
AMENDMENT NO. 2 TO THE
MASTER SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT
(CONTRACT NO. 220-00-0134) BETWEEN
CELLCO PARTNERSHIP, A DELAWARE GENERAL
_____________
SMITH MICRO SOFTWARE, INC. – 2001
AMENDMENT NO. 2 TO THE
MASTER SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT
(CONTRACT NO. 220-00-0134) BETWEEN
CELLCO PARTNERSHIP, A DELAWARE GENERAL PARTNERSHIP D/B/A VERIZON WIRELESS
AND
SMITH MICRO SOFTWARE, INC.
THIS AMENDMENT NO. 2 ("AMENDMENT") amends the Master Software License and
Distribution Agreement ("Agreement") between Cellco Partnership, a Delaware
general partnership d/b/a Verizon Wireless ("Verizon Wireless") on
_____________
Smith Micro Software, Inc. – and
Distribution Agreement ("Agreement") between Cellco Partnership, a Delaware
general partnership d/b/a Verizon Wireless ("Verizon Wireless") on behalf of
itself and for the benefit of its Affiliates and Smith Micro Software, Inc.
("SMSI"). This Amendment shall be effective on March 31, 2003 (the "Effective
Date"), unless terminated in accordance with the Agreement (Termination).
WHEREAS, Verizon Wireless and SMSI entered into a
_____________
Smith Micro Software, Inc
– full force and effect as set forth
therein.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to
be executed by their duly authorized officers or representatives.
CELLCO PARTNERSHIP Smith Micro Software, Inc
d/b/a Verizon Wireless
By: /s/ Ted L. Hoffman By: /s/ William W. Smith Jr.
Name: Ted L. Hoffman Name: William W. Smith Jr.
Title: Staff VP - Technical
_____________
dt 1372234
;
| Cellco Partnership;
Verizon Wireless
|
Preview
Full Doc
| 2002 |
Corporate Software License Agreement
Corporate Software License Agreement (24K)
Doc #151385: Click preview link for longer preview.
RIPPEr Corporate License Agreement
Rapid Integration Parsing Protocol Engine (RIPPEr)
Corporate Software License Agreement
and Limited Warranty
The Licensed Software and its accompanying Documentation (as hereinafter
defined) are protected by the copyright laws of the United States and
international copyright treaties. In addition, the possession and use of the
Licensed Software and its Documentation are subject to the restrictions
contained in this License.
This Agreement is made effective as of February 7, 2002, by and between LexSys
Software Corp., a Florida Corporation, of 6801 Lake Worth Road, Suite i2 1, Lake
Worth, FL 33467, and PARIS Health Services, Ltd., a Florida Limited Partnership,
of 1475 W. Cypress Creek Rd. Suite 204, Fort Lauderdale, FL 33309.
In this Agreement, the party who is licensing the Licensed Product (granting
rights) is LexSys Software Corp., and shall be referred to as the "Licensor."
The party who is receiving the license (receiving rights) is Paris Health
Services, Ltd., and shall be referred to as the "Licensee",
GENERAL TERMS
-------------
LICENSED SOFTWARE
The Source Code, and Object Code that are created by or on behalf of
Licensor, and that are licensed by Licensor to Licensee subject to the
terms and conditions of this Agreement.' The Licensed Software
includes, for example, the RIPPEr, strRIPPEr, and ECM Host tools.
SOURCE CODE
The programming statements created by a programmer using an editor or
other tool, which statements can be easily read by a human. Source Code
is generally written using high-level programming languages. OBJECT
CODE The sequence of computer instructions that causes a microprocessor
to take action. Such instructions can be interpreted by a human, but
typically only with great difficulty. Object Code is usually generated
by passing the Source Code through a compiler (which converts high
level programming statements into low level machine instructions).
Documentation
Information set down for the purpose of interpreting and understanding
the nature and use of the Licensed Software. Documentation may include
user manuals, graphs, charts, diagrams, and written documents whether
stored electronically, on paper, or otherwise.
LICENSED PRODUCT
The Licensed Software, the technology and other proprietary information
that is incorporated into the Licensed Software, and all related
Documentation. The Licensed Product includes, for example, the VAN
Architecture, as well as the RIPPEr, strRIPPEr, and ECM Host tools.
NETWORK
A collection of computers and associated devices that can share data
via one or more communication links.
RIPPER
The RIPPEr Engine (Rapid Integration Parsing Protocol Engine). This
tool provides the capability to quickly extract arbitrary sections of a
text stream (i.e.: a text file) and simultaneously perform several
kinds of network communications functions.
STRRIPPER
The strRIPPEr Engine (String RIPPEr). This tool provides the capability
to quickly extract arbitrary
1
{PAGE}
sections of a text stream (i.e.: a text file, or binary memory string).
The strRIPPEr shares much code in common with the RIPPEr, but the
RIPPEr includes additional code to perform additional functions
(including, e.g., networking communication functions).
ECM HOST
The ECM Host (Electronic Commerce Master Host). This tool serves to
connect and automate business applications by providing gateway
translation and transmission services over various types of network
pipelines and protocols including ODBC, VISA, TEXT, PPP,
TCP/IP-SOCKETS, SNA, X25, RS232 and many others.
VAN
(Value Added Network). This is a combination of software and hardware,
that Licensor will develop for the benefit of Licensee, and that
creates exchange and communication services between two or more systems
while performing value added functions. Licensor shall create the VAN
for the benefit of Licensee using Licensor's proprietary tools (which
include, for example, the VAN Architecture as well as the RIPPEr,
strRIPPEr, and ECM Host tools). The VAN, however, will not include
Licensor's proprietary tools that were used to create the VAN. By way
of example, the VAN will link healthcare providers (such as hospitals)
with managed care insurance carriers (such as insurers) to share
information regarding services, utilization management, and prior
authorization tracking.
VAN ARCHITECTURE
Designs, methodologies, techniques, and algorithms used by the VAN in
performing communications, data mapping, format translation, and
message routing functions for non-specific kinds of electronic data.
FIELD OF USE Any and all types of electronic or computer generated
communications between medical facilities such as hospitals and clinics
with insurers, medical facilities with doctors and insurers, and
doctors with medical facilities and/or insurers, and all other
electronic or computer generated communications between insurers and
medical service providers.
THE SOFTWARE PRODUCT LICENSE
1. GRANT OF LICENSE.
All rights listed herein, granted by Licensor to Licensee, are transferable as
indicated below and shall be deemed exclusive only as it relates to utilization
of Licensor's (RIPPEr) technology, Licensor's (strRIPPEr) technology, Licensor's
(ECM Host) technology and Licensor's VAN Architecture, (all considered to be
part of the Licensed Product). Licensor reserves any and all rights not
expressly granted to Licensee. Licensor agrees that for the duration of this
Agreement, Licensee shall own the exclusive, worldwide right to use the Licensed
Product in the Field of Use and further that for the duration of this Agreement,
Licensor shall have no right to utilize the Licensed Product in the Field of
Use.
151385
| LexSys Software Corp.;
PARIS Health Services, Ltd.;
| Kirshner Entertainment & Technologies Inc.
|
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Full Doc
| 2002 |
Software Re-Vending License Agreement
Software Re-Vending License Agreement (45K)
Doc #151680: Click preview link for longer preview.
SOFTWARE RE-VENDING LICENSE AGREEMENT
-------------------------------------
This Software License Agreement (the "Agreement') is made and entered
into as of March 7, 2002 (the "Effective Date") by and between RushTrade
Software Services, Inc. located at One Galleria Tower 13355 Noel Road, Suite
300, Dallas, Texas 75240 ("Licensor") and Centratrade Services, Ltd., a Texas
limited partnership ("Licensee"),located at 7880 San Felipe, Suite 500 Houston,
Texas 77063. Licensor and Licensee are collectively referred to in this
Agreement as the "Parties,"
Background
----------
A. Licensor is in the business of developing and licensing
software programs which are used in providing financial and brokerage services.
Licensor has a computer software program to assist customers in trading stocks
on the NASDAQ, AMEX, and NYSE exchanges and other exchanges;
B. Licensee is in the business of providing stock trading
services and facilitating of trading services;
C. Licensee wishes to receive a license to use the Software for
the purpose of providing stock trading services to Licensee's customers.
Licensor is willing to grant such a license under the terms of this Agreement.
NOW THEREFORE, in consideration of the premises and the mutual
promises contained herein, the adequacy and sufficiency of which are hereby
acknowledged, the Patties, intending to be legally bound, agree as follows:
Article 1. Definitions
1.1 Definitions. When used in this Agreement, the capitalized
terms listed below shall have the following meanings:
1.1.1 "Authorized Site" means the single facility where
Licensee's Designated Hardware is located. Licensee must notify
Licensor if Licensee desires to move its Designated Hardware to a new
location and thereby change its Authorized Site.
1.1.2 "Confidential Information" means both Parties' valid and
subsisting trade secrets, confidential information, client lists, test
codes, test information, contact information, and knowhow and show-how
embodied in and/or related to the Software and Licensor's products and
services, as evidenced by or embodied in any business or technical
information, idea, design, concept, technique, invention, discovery or
improvements, whether or not patentable, which is not generally known
in the industry, and the terms of this Agreement. Information shall not
be considered to be Confidential Information if the receiving party
proves with documentary evidence that such information: (a) was known
by the receiving party, without an obligation to keep it confidential
prior to its disclosure to the receiving party by the disclosing party,
as is evidenced by the receiving party's written records that existed
at the time the disclosure was made to the receiving party; (b) is or
becomes lawfully available to the receiving party from a source other
than the disclosing party; (c) was or becomes available to others in a
publication in tangible form through a source other than the receiving
party and through no fault
1
{PAGE}
of the receiving party; or (d) is required to be used or disclosed by
an order of any court or other governmental authority, but only to the
extent required by such order. The parties agree that while certain
items of the Confidential Information may be publicly known, these
items when put together, often form combinations that are not publicly
known and are hence included within the Confidential Information. The
receiving party is not permitted to use the Confidential Information to
piece together a series of items of information from unconnected
sources and fit these items of information together to make a showing
that all or part of the Confidential Information was "public."
1.1.3 "Derivative Work" shall mean a work which is based upon
one or more preexisting works, such as a revision, modification,
translation, abridgement, condensation, expansion or any other form in
which such preexisting works may be recast, transformed, or adapted,
and which, if prepared without authorization of the owners of the
copyright in such preexisting work, would constitute a copyright
infringement. For purposes hereof, a Derivative Work shall also include
any compilation that incorporates such a preexisting work.
1.1.4 "Designated Hardware" shall mean the computer equipment
located at Licensee's Authorized Site and listed in Exhibit A.
1.1.5 "Software" means the computer software provided by
Licensor to Licensee.
1.1.6 "Intellectual Property Rights" means the worldwide
intangible legal rights or interests evidenced by or embodied in: (a)
any idea, design, concept, method, process, technique, apparatus,
invention, discovery, or improvement, including any patents, trade
secrets, and knowhow; (b) any work of authorship, including any
copyrights, moral rights or neighboring rights; (c) any trademark,
service mark, trade dress, trade name, or other indicia of source or
origin; and (d) any other similar rights and includes all worldwide
intangible legal rights or interests that the party may have acquired
by assignment or license with the right to grant sublicenses.
1.2 "Construction" in this Agreement, unless the context requires
otherwise, the singular shall include the plural and vice versa. The words
"includes" and "including" shall mean including, but not limited to.
Article 2. License
2.1 Grant. Licensor hereby grants and Licensee hereby accepts a,
non-exclusive, non-transferable, single site license (the "License") to use,
re-vend, sublicense, distribute, market, and resell the Software at and from
Licensee's Authorized Site based upon the following terms:
(a) Licensee may only use the Software for the performance of
stock trading services for Licensee and Licensee's customers at
Licensee's Authorized Site however, Licensee shall be allowed to
revcnd, sublicense, distribute, market and resell the Software to
Broker Dealers who are in contractual privity with Licensee and which
Licensee can document and track units of trading that utilize the
Software. To the extent there is any redistribution of the Software, it
shall not be in portions of the Software but such distribution shall be
in whole. Licensee and its re-distributes shall not be authorized to
modify the Software without written permission of Licensor. Any
unauthorized modification and/or non-authorized use will be considered
a default and breach of this Agreement.
151680
| RushTrade Software Services, Inc.;
Centratrade Services, Ltd.;
| Rushmore Financial Group Inc.
|
Preview
Full Doc
| 2000 |
Software and Proprietary Product Corporate License Agreement
Software and Proprietary Product Corporate License Agreement (39K)
Doc #108737: Click preview link for longer preview.
SOFTWARE AND PROPRIETARY PRODUCT
CORPORATE LICENSE AGREEMENT
THIS SOFTWARE AND PROPRIETARY PRODUCT CORPORATE LICENSE
AGREEMENT ("Agreement") is made effective and entered into as of this __________
day of September, 1999 by and between I-TRAX.COM, INC., a Delaware Corporation
with its principal place of business at (hereinafter referred to as "I-TRAX")
and MEMBER-LINK SYSTEMS, INC., a Delaware Corporation having its principal place
of business at 11 Dupont Circle NW, Suite 325, Washington DC, 20036 (hereinafter
referred to as "Licensor").
IN CONSIDERATION of the mutual covenants and conditions herein
contained, the Parties hereto agree as follows:
1. DEFINITIONS:
1.1. "SOFTWARE" means the computer software programs proprietary
product described in Schedule A, attached hereto and made a part hereof, and, as
herein defined, all Documentation.
1.2. "LICENSE FEE(s)" are the only fees or royalties to be paid by
I-TRAX to Licensor for the license(s) granted under this Agreement. LICENSE
FEE(s) are described in Schedule A, attached hereto and made a part hereof.
1.3. "Affiliate" means any person, partnership, joint venture,
corporation or other form of enterprise, domestic or foreign, including, but not
limited to, subsidiaries, which directly or indirectly Control, are Controlled
by, or are under common Control with I-TRAX.
1.4. "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and operating policies
of the entity in respect of which the determination is being made, through the
ownership of voting securities [at least fifty percent (50%) of its voting or
equity securities or the maximum as allowed by law], contract, voting trust or
otherwise.
1.5. "Documentation" shall mean, all materials, documentation,
Specifications, technical manuals, user manual, flow diagrams, file descriptions
and other written information either, from time to time, received by I-TRAX from
Licensor or published by Licensor that describes the function and use of the
SOFTWARE.
1.6. "Specifications" means the functional and operational
characteristics of the SOFTWARE as described in the Licensor's Documentation or
as otherwise described in Schedule A.
1
{PAGE}
1.7. "Other Confidential Information" means technical or business
information, other than SOFTWARE, which is:
a. Disclosed by a party ("Disclosing Party") in writing and is
marked as confidential at the time of disclosure; or
b. Disclosed by a party in any other manner and is identified as
confidential at the time of disclosure and is also summarized and designated as
confidential in a written memorandum delivered to the other party ("Receiving
Party") within thirty (30) days after the disclosure.
2. GRANT:
a. In consideration of the undertakings and contributions by
I-TRAX.COM agreed to elsewhere in this Agreement, Licensor grants to I-TRAX an
exclusive 10 year license to develop, market, sell distribute and operate its
copyrighted and trade-protected I-TRAX immunology data monitoring and
information system, database access software, and product interfaces in an
Internet and web-enabled application. The license, however, shall be
automatically renewed for additional 10 year periods, unless revoked in writing
and signed by both parties to this Agreement. For purposes of this Agreement,
"Internet and web-based application" means any application whereby the
information is gathered, input and accessed by the user via a site or portal
(whether or not encryption-protected) using Internet-protocol means of
transmission and accessible from outside any area - or system-limited network.
The first 10-year license period shall commence with the execution of final
closing documents in connection with this Agreement.
b. In addition, Licensor grants I-TRAX an exclusive 10-year
license, with 10 year automatic renewals, for the use of the trademarked I-TRAX
product name in connection with such Internet and web-enabled applications.
However, the I-TRAX trademark and trade names shall remain the sole and
exclusive property of Licensor.
c. Licensor also hereby grants to I-TRAX an exclusive 10-year
license, with 10 year renewals to use the copyrighted I-TRAX customer/user
interface screens for such applications, as well as for any that might
subsequently be developed for such purposes during the terms of this Agreement;
which nonetheless would remain the sole and exclusive property of Licensor.
d. In consideration of the undertakings and contributions agreed
to elsewhere in this Agreement, Licensor hereby grants to I-TRAX an exclusive
10-year license, with 10 year renewals to develop, market, sell, distribute and
operate its copyrighted and trade-protected I-TRAX immunology data monitoring
and information system, database access software and product interfaces in
enterprise applications. For purpose of the Agreement, "enterprise applications"
means applications using an internal system or client-server network within a
particular market or customer organization, whether or not Internet-accessible.
108737
| Member-Link Systems, Inc.;
| I-Trax Inc.
|
Preview
Full Doc
| 2000 |
Master Software License and Distribution Agreement for Embedded Products
Master Software License and Distribution Agreement for Embedded Products (49K)
Doc #108790: Click preview link for longer preview.
MASTER SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT
FOR EMBEDDED PRODUCTS
This Software License and Distribution Agreement for Embedded Products
("Agreement") is made and entered into by and between TopTier Israel Ltd.
("Licensor") having principal offices at 4 Hacharoshet St. Ra'anana 43651 Israel
and SAP AG ("SAP"), having principal offices at Neurottstrasse 16, 69190
Walldorf, Germany.
PREAMBLE
--------
WHEREAS, SAP designs, develops, markets and sells worldwide the SAP
Software with financial human resources logistics and manufacturing
standard application programs based on client-server architecture;
WHEREAS, Licensor designs, develops, markets and sells software for
hyperrelational technology.
NOW THEREFORE, the parties agree as follows:
1. DEFINITIONS
-----------
1.1 "Applicable Entity/Entities" shall mean SAP's subsidiaries and/or
distributors or marketing partners or training partners authorized by
SAP.
1.2 "Attachments" shall mean all attachments to this Agreement.
1.3 "Effective Date" shall mean the date of execution of this Agreement.
1.4 "End User" shall mean any combination of the types of users licensed by
SAP or Applicable Entities under their standard form end-user license
agreements.
1.5 "Internal Use" shall mean use of the Software Products to create
applications for the internal business utilization by SAP or Applicable
Entities.
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated as *. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.
{PAGE}
1.6 "Not For Distribution Use" or "NDR" shall mean use of the Software
Products and Resale Products for SAP or Applicable Entities, internal
training and testing, and for demonstrations to prospects and internal
personnel of such entities.
1.7 "SAP Software" shall mean the SAP software products, as well as third
party products other than Software Products, marketed and licensed to End
Users by SAP.
1.8 "Software Products" shall mean all of Licensor's products to be embedded
in SAP Software, and/or any combinations of Licensor's products, as
listed in the respective Exhibit of Attachment A hereto, including all
------------
updates, upgrades, new versions and applicable End-User documentation.
Licensor shall have the right to modify the Software Products, subject to
the notification procedure in Section 6.1. The Software Products for
purposes of this Agreement, shall include any software products (other
than SAP Software) provided by third parties and licensed with, or as
part of, the Software Products. The Software Products shall also include
other third party software products added to the Software Products
licensed hereunder after the Effective Date of this Agreement.
1.9 "Software Products Fee" shall mean the license fee payable by SAP to
Licensor for the Software Products licensed by SAP or the Applicable
Entities to End Users hereunder as stipulated in the respective Exhibit
of Attachment A.
------------
1.10 "Support Services" shall mean the Licensor's support services as set
forth in Attachment B.
------------
1.11 "Support Services Fee" shall mean the fee payable by SAP to Licensor for
the provisions of Support Services by Licensor as stipulated in the
respective Exhibit of Attachment A.
------------
1.12 "Territory" shall mean all countries of the world.
2. SCOPE OF AGREEMENT
------------------
2.1 This Agreement, including any Attachments hereto, sets forth the terms
and conditions pursuant to which SAP licenses for Software Products from
Licensor and markets these Software Products in connection with SAP
Software.
2.2 Deviating conditions, including, without limitation, those contained in
any of Licensor's standard terms and/or standard contracts shall not
apply even if referred to by Licensor and not expressly objected to by
SAP. Silence by SAP amounts to rejection of Licensor's standard terms or
contracts.
108790
|
Top Tier
As referenced in this Master Software License and Distribution Agreement for Embedded Products:
TOP TIER SOFTWARE INC –
TOP TIER SOFTWARE INC
_____________
dt 1848580
;
TopTier Israel Ltd.;
| SAP AG
|
Preview
Full Doc
| 2000 |
Software License, Services, and Support Agreement
Software License, Services, and Support Agreement (84K)
Doc #108810: Click preview link for longer preview.
Persistence Software License, Services, and Support Agreement
This Customer Agreement and Attached License Addendum (the "Agreement") is
entered into by and between the parties set forth immediately below as of
December 31, 1998 (the "Effective Date") and shall remain in effect until
terminated as set forth in this Agreement:
Persistence Software, Inc., Intershop Communications GmbH
1720 South Amphlett Boulevard, Third Floor and its Affiliates
San Mateo, CA 94402 Leutragraben 2-4
("PSI") 07743 Jena Germany
("Intershop")
"Intershop" as defined in this agreement is a(n): VAR [X] End-User __
Application developed with Software: "Intershop 4" or "Intershop 2000" (code-
---------------------------------------
named "Beehive"/1)/
-------------------
{TABLE}
{CAPTION}
---------------------------------------------------------------------------------------------------------------------
Item Description Unit Price Net Price
---- ----------- ---------- ---------
---------------------------------------------------------------------------------------------------------------------
{S} {C} {C} {C}
1. 12 x PowerTier Builder for EJB License $**** $****
(to be invoiced immediately)
2. 12 x PowerTier Link for Rational Rose License $**** $****
(to be invoiced immediately)
3. 2 x PowerTier Server Development Runtime License $**** $****
(to be invoiced immediately)
4. 12 months Maintenance Services on Items 1-3 @ ****% $****
****% of license fee (to be invoiced immediately)
5. Pre-payment for additional PowerTier Licenses, $****
Maintenance Services and/or Royalties (as defined
below) (to be invoiced immediately)
6. 33 days of professional services (see Note 1 on this $**** $****
Cover Sheet for further details)
(to be invoiced immediately)
7. Pre-payment for additional PowerTier Licenses, $****
Maintenance Services and/or Royalties
(to be invoiced upon completion of certain tasks as
specified in Note 2 on this Cover Sheet).
8. Royalties (as defined in Note 3 of this Cover Sheet) ****% ****%
(to be invoiced monthly)
---------------------------------------------------------------------------------------------------------------------
{/TABLE}
_______________________
/1/ Beehive is a new architecture meets the needs of the both the marketplace
(i.e. the new digital intermediary), and future models of electronic commerce by
providing an object-oriented, extensible framework on which this application and
future applications can be built and deployed. Not only does the Beehive
architecture support new and evolving models of eCommerce, but it also supports
existing models such as the Mall and Single Supplier/Store. A standardized
framework provides consistent practices regarding customization, which enable
quicker implementation and customization for Intershop's customers and
Intershop's professional services group. Beehive and products that run on the
Beehive platform and applications that incorporate the PowerTier runtime are
expected to be Intershop's a primary revenue stream in 1999 and Intershop's
principle revenue stream in 2000
108810
|
Persistence
As referenced in this Software License, Services, and Support Agreement:
Persistence Software, Inc. – by and between the parties set forth immediately below as of
December 31, 1998 (the "Effective Date") and shall remain in effect until
terminated as set forth in this Agreement:
Persistence Software, Inc. , Intershop Communications GmbH
1720 South Amphlett Boulevard, Third Floor and its Affiliates
San Mateo, CA 94402 Leutragraben 2-4
("PSI") 07743 Jena Germany
("Intershop")
"Intershop" as defined in this
_____________
Persistence Software, Inc. – circumstances may GUT be used other than at Intershop premises. PSI
will give good faith consideration to allowing Intershop to sublicense GUT to
Intershop's customers.
{PAGE}
AGREED AND ACCEPTED:
Persistence Software, Inc. Intershop Communications Gmbh
By: /s/ Martin McCure By: /s/ Stephan Schambach
----------------------- ---------------------------
Name: Martin McCure Name: STEPHAN SCHAMBACH
--------------------- ------------------------
Title: CONTROLLER Title: ________________________
---------------------
Date: 12/31/98 Date: 12/31/98
--------------------- -----------------------
_____________
Persistence Software, Inc. – USER LICENSE AGREEMENT
This End User License Agreement ("Agreement") is made as of the date the sealed
media package containing this Agreement is opened (the "Effective Date") by and
between Persistence Software, Inc. , with principal offices at 1720 S. Amphlett
Blvd., Suite 300, San Mateo, California, 94402 ("PSI") and the corporation or
individual opening the sealed media package ("Licensee"). BY OPENING THE
_____________
Persistence Software, Inc. – set forth in DFAR Section 227.7202 for
military agencies, and FAR Section 12.212 for civilian agencies. PSI reserves
all rights not expressly granted herein. The contractor/manufacturer is
Persistence Software, Inc. , 1720 S. Amphlett Blvd., Suite 300, San Mateo,
California 94402.
7. Governing Law.
----------------
This agreement will be governed by the laws of the State of California, without
reference to
_____________
Persistence Software, Inc. – provision of any purchase order, receipt, acceptance,
confirmation, correspondence, or otherwise, unless PSI specifically agrees to
the provision in writing.
2
{PAGE}
EXHIBIT B
PSI TRADEMARKS, TRADE NAMES AND LOGOS
Persistence Software, Inc.
U.S. Federal Taxpayer I.D. 94-3138935
Incorporated in California May 31, 1991 as Fulcrum Innovations
Name change to Persistence Software, Inc. 1992
Tradenames:
-----------
Persistence Software, Inc.
Persistence
_____________
dt 1362935
;
| Intershop Communications AG
|
Preview
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| 2000 |
Software Purchase Agreement and Source Code License Grant-Back
Software Purchase Agreement and Source Code License Grant-Back (97K)
Doc #140327: Click preview link for longer preview.
SOFTWARE PURCHASE AGREEMENT
AND SOURCE CODE LICENSE GRANT-BACK
by and between
SYNOPSYS, INC.
a Delaware corporation,
SYNOPSYS INTERNATIONAL LIMITED,
an Irish corporation
INNOVEDA, INC.
a Delaware corporation
and
INNOVEDA MINNESOTA HOLDINGS, INC.
a Delaware corporation
Dated as of
July 28, 2000
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
{S} {C} {C}
ARTICLE I PURCHASE AND SALE OF THE SOFTWARE....................................................................1
Section 1.1 Purchase of the Software from Seller......................................................1
Section 1.2 Excluded Assets...........................................................................2
Section 1.3 Non-Assignment or Subcontracting of Certain Assets........................................2
Section 1.4 License to Certain Other Assets from Seller...............................................2
Section 1.5 Purchaser Acknowledgement.................................................................2
ARTICLE II LIABILITIES OF SELLER...............................................................................3
Section 2.1 Assumption of Liabilities.................................................................3
Section 2.2 Liabilities Not Assumed...................................................................3
Section 2.3 Seller's Taxes............................................................................3
ARTICLE III PURCHASE PRICE.....................................................................................3
Section 3.1 Consideration.............................................................................3
Section 3.2 Payment of Purchase Price.................................................................3
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER.........................................................4
Section 4.1 Organization..............................................................................4
Section 4.2 Authorization.............................................................................4
Section 4.3 Brokers'and Finders'Fees/Contractual Limitations..........................................4
Section 4.4 VirSim Royalty Amounts....................................................................4
ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLER.............................................................4
Section 5.1 Organization; Good Standing; Power........................................................4
Section 5.2 Authorization of Seller...................................................................5
Section 5.3 Absence of Certain Changes and Events.....................................................5
Section 5.4 Undisclosed Liabilities...................................................................6
Section 5.5 Properties and Assets.....................................................................6
Section 5.6 Taxes.....................................................................................6
Section 5.7 Compliance with Laws......................................................................7
Section 5.8 Consents..................................................................................7
Section 5.9 Proprietary Rights........................................................................7
Section 5.10 Restrictive Documents or Orders...........................................................10
Section 5.11 Contracts and Commitments.................................................................10
Section 5.12 Assets....................................................................................11
Section 5.13 Software Warranties and Software Liability................................................11
Section 5.14 Litigation................................................................................11
Section 5.15 No Conflict or Default....................................................................11
Section 5.16 Employees and Labor Relations.............................................................11
Section 5.17 Brokers'and Finders'Fees/Contractual Limitations..........................................12
ARTICLE VI COVENANTS...........................................................................................12
Section 6.1 Employees.................................................................................12
Section 6.2 Conduct of Business.......................................................................12
Section 6.3 Access to Information.....................................................................13
Section 6.4 [reserved]................................................................................13
Section 6.5 Consents..................................................................................13
Section 6.6 Transitional and other Services...........................................................13
Section 6.7 End-User License Agreements...............................................................13
{/TABLE}
i
{PAGE}
{TABLE}
{CAPTION}
{S} {C} {C}
Section 6.8 Breach of Representations, Warranties, Agreements and Covenants. .........................14
Section 6.9 Notification of Certain Matters...........................................................14
Section 6.10 Further Action............................................................................14
Section 6.11 Covenants Against Disclosure..............................................................14
Section 6.12 Non-Solicitation and No-Hire Obligations..................................................14
Section 6.13 Proprietary Information...................................................................14
Section 6.14 Sharing of Data...........................................................................15
Section 6.15 Communications with Customers and Suppliers...............................................15
Section 6.16 Termination of Innoveda OEM Agreement.....................................................15
Section 6.17 Issuance of New License Keys..............................................................15
ARTICLE VII CLOSING............................................................................................16
Section 7.1 Time of Closing...........................................................................16
Section 7.2 Deliveries by Seller......................................................................16
Section 7.3 Deliveries by Purchaser...................................................................16
Section 7.4 Further Assurances........................................................................16
ARTICLE VIII CONDITIONS PRECEDENT TO OBLIGATIONS...............................................................17
Section 8.1 Conditions to Obligations of Purchaser....................................................17
Section 8.2 Conditions to Obligations of Seller.......................................................17
ARTICLE IX SURVIVAL OF SELLER REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS; INDEMNIFICATION..........18
Section 9.1 Survival of Seller Representations, Warranties, Covenants and Agreements..................18
Section 9.2 Indemnification...........................................................................19
Section 9.3 Limitation................................................................................19
Section 9.4 Procedure for Indemnification with Respect to Third-Party Claims..........................19
Section 9.5 Procedure For Indemnification with Respect to Non-Third Party Claims......................20
ARTICLE X TERMINATION AND ABANDONMENT..........................................................................21
Section 10.1 Termination...............................................................................21
Section 10.2 Procedure and Consequences of Termination.................................................22
ARTICLE XI SOURCE CODE LICENSE GRANT-BACK......................................................................22
Section 11.1 Grant.....................................................................................22
Section 11.2 Limitations...............................................................................22
Section 11.3 Noncancelability of License...............................................................23
ARTICLE XII MISCELLANEOUS PROVISIONS...........................................................................23
Section 12.1 Notices...................................................................................23
Section 12.2 Dispute Resolution........................................................................23
Section 12.3 Entire Agreement..........................................................................24
Section 12.4 Binding Effect; Assignment................................................................24
Section 12.5 Expenses of Transaction...................................................................24
Section 12.6 Waiver; Consent...........................................................................24
Section 12.7 Third-Party Beneficiaries.................................................................24
Section 12.8 Counterparts..............................................................................24
Section 12.9 Severability..............................................................................25
Section 12.10 Governing Law.............................................................................25
{/TABLE}
ii
{PAGE}
{TABLE}
{CAPTION}
{S} {C} {C}
Section 12.11 Attorneys'Fees............................................................................25
Section 12.12 Headings..................................................................................25
Section 12.13 Signatures................................................................................25
{/TABLE}
SCHEDULES
{TABLE}
{CAPTION}
{S} {C}
1.1(a) Encumbrances on Assets
1.1(b) Incidental Assets
2.1 Assumed Liabilities
5.8 Consents
5.9 List of Proprietary Rights
5.11 Contracts and Commitments
5.16 List of Employees
8.1 List of Key Employees
{/TABLE}
iii
{PAGE}
SOFTWARE PURCHASE AGREEMENT
AND SOURCE CODE LICENSE GRANT-BACK
THIS AGREEMENT is dated as of July 28, 2000 by and among Synopsys,
Inc., a Delaware corporation and Synopsys International Limited, an Irish
corporation (collectively, the "Purchaser"), Innoveda Minnesota Holdings, Inc.,
a Delaware corporation (the "Seller") and, with respect only to Seller's
obligations under Section 1.4 and Articles VI and IX and Innoveda's rights under
Article XI of this Agreement only, Innoveda, Inc., a Delaware corporation
("Innoveda").
WHEREAS, Seller is engaged in, among other things, the business of
designing, developing, marketing, selling, maintaining and supporting the
"VirSim" product;
WHEREAS, Purchaser desires to acquire from Seller and Seller desires
to transfer to Purchaser the Software and Incidental Assets (as defined below)
set forth on the Schedules described under Section 1.1 below, upon the terms and
conditions of this Agreement; and
WHEREAS, Purchaser is willing to grant back a source code license to
Seller to integrate and incorporate features of the VirSim product into software
applications which Seller may wish to design, develop, market, license,
maintain, and/or support;
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein, the parties hereby agree as follows:
ARTICLE I
PURCHASE AND SALE OF THE SOFTWARE
Section 1.1 PURCHASE OF THE SOFTWARE FROM SELLER. Subject to the terms
and conditions of this Agreement and except as otherwise provided herein, Seller
agrees to transfer, convey, assign and deliver to Purchaser at the Time of
Closing (as hereinafter defined), and Purchaser agrees to buy from Seller, free
and clear of all encumbrances other than those encumbrances set forth on
Schedule 1.1(a) hereto, all rights, title and interest in and to the Assets (as
defined below), owned by Seller, wherever located, whether known or unknown, and
whether or not on the books and records of Seller. "Assets" shall mean all of
the following:
(a) All trade secrets, copyrights, patents, patent applications,
trademarks, research product plans, developments, inventions, processes,
designs, specifications, algorithms, software (including, but not limited to,
source code (including revision histories), object code, make files, scripts
used for building software products, regression tests for designs owned by
Seller, compilers and libraries), know how and other engineering and technical
data, work in progress files, any unreleased development work and all other
proprietary rights, intellectual property and intangible rights (including,
subject to Section 1.3, all rights under the third party licenses listed in
Section (d) of Schedule 1.1(b), but only those rights for which Seller has or
obtains permission to transfer to Purchaser) relating exclusively to Seller's
VirSim product and
140327
|
Innoveda
As referenced in this Software Purchase Agreement and Source Code License Grant-Back:
INNOVEDA, INC. – 2.8
{TEXT}
{PAGE}
EXHIBIT 2.8
SOFTWARE PURCHASE AGREEMENT
AND SOURCE CODE LICENSE GRANT-BACK
by and between
SYNOPSYS, INC.
a Delaware corporation,
SYNOPSYS INTERNATIONAL LIMITED,
an Irish corporation
INNOVEDA, INC.
a Delaware corporation
and
INNOVEDA MINNESOTA HOLDINGS, INC.
a Delaware corporation
Dated as of
July 28, 2000
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
{S} {C} {C}
ARTICLE I PURCHASE
_____________
Innoveda, Inc. – the "Seller") and, with respect only to Seller's
obligations under Section 1.4 and Articles VI and IX and Innoveda's rights under
Article XI of this Agreement only, Innoveda, Inc. , a Delaware corporation
("Innoveda").
WHEREAS, Seller is engaged in, among other things, the business of
designing, developing, marketing, selling, maintaining and supporting the
"VirSim" product;
WHEREAS, Purchaser desires to
_____________
Innoveda, Inc. – Synopsys, Inc.
700 E. Middlefield Road
Mountain View, CA 94043-4033
Telephone No.: (650) 584-5000
Facsimile No.: (650) 584-1184
Attn: General Counsel
If to Seller or Innoveda to:
Innoveda, Inc.
293 Boston Post Road West
Marlboro, MA 01752
Telephone No: (508) 303-5386
Facsimile No.: (508) 480-0888
Attention: Peter T. Johnson, Esq.
All such notices, requests and other
_____________
INNOVEDA, INC. – IN WITNESS WHEREOF, Purchaser, Seller and Innoveda have caused this
Agreement to be executed by their duly authorized representatives, all as of the
day and year first above written.
INNOVEDA:
INNOVEDA, INC.
WITH RESPECT ONLY TO ITS OBLIGATIONS UNDER
SECTION 1.4 AND ARTICLE VI AND IX AND ITS
RIGHTS UNDER ARTICLE XI HEREOF
By: /s/ Peter T. Johnson
--------------------------------------
Peter T.
_____________
dt 1314606
;
Synopsys
As referenced in this Software Purchase Agreement and Source Code License Grant-Back:
SYNOPSYS, INC. – EX-2.8
{SEQUENCE}2
{FILENAME}ex-2_8.txt
{DESCRIPTION}EXHIBIT 2.8
{TEXT}
{PAGE}
EXHIBIT 2.8
SOFTWARE PURCHASE AGREEMENT
AND SOURCE CODE LICENSE GRANT-BACK
by and between
SYNOPSYS, INC.
a Delaware corporation,
SYNOPSYS INTERNATIONAL LIMITED,
an Irish corporation
INNOVEDA, INC.
a Delaware corporation
and
INNOVEDA MINNESOTA HOLDINGS, INC.
a Delaware corporation
Dated as of
July 28, 2000
{PAGE}
_____________
Synopsys,
Inc. – 8.1 List of Key Employees
{/TABLE}
iii
{PAGE}
SOFTWARE PURCHASE AGREEMENT
AND SOURCE CODE LICENSE GRANT-BACK
THIS AGREEMENT is dated as of July 28, 2000 by and among Synopsys,
Inc. , a Delaware corporation and Synopsys International Limited, an Irish
corporation (collectively, the "Purchaser"), Innoveda Minnesota Holdings, Inc.,
a Delaware corporation (the "Seller") and, with respect only to Seller's
_____________
Synopsys, Inc. – against written
receipt or by facsimile transmission against facsimile confirmation, or mailed
by overnight courier prepaid, to the parties at the following addresses or
facsimile numbers:
If to Purchaser to:
Synopsys, Inc.
700 E. Middlefield Road
Mountain View, CA 94043-4033
Telephone No.: (650) 584-5000
Facsimile No.: (650) 584-1184
Attn: General Counsel
If to Seller or Innoveda to:
Innoveda,
_____________
Synopsys, Inc. – or otherwise) by any of the parties hereto without the prior
written consent of the other party except Purchaser's rights and obligations
under this Agreement may be transferred between Synopsys, Inc. and Synopsys,
International, Ltd.
Section 12.5 EXPENSES OF TRANSACTION. Each party shall bear its own
costs and expenses in connection with this Agreement and the transactions
contemplated hereby.
_____________
SYNOPSYS, INC. – ARTICLE XI HEREOF
By: /s/ Peter T. Johnson
--------------------------------------
Peter T. Johnson
Its: Vice President
SELLER:
INNOVEDA MINNESOTA HOLDINGS, INC.
By: /s/ Peter T. Johnson
--------------------------------------
Peter T. Johnson
Its: Secretary
PURCHASER:
SYNOPSYS, INC.
By: /s/ Robert B. Henske
--------------------------------------
Robert B. Henske
Its: Senior Vice President and Chief
Financial Officer
SYNOPSYS INTERNATIONAL LIMITED
By: /s/ Paul T. Sakai
--------------------------------------
Paul T. Sakai
Its: Director
_____________
dt 1544161
;
|
 Brobeck Phleger
As referenced in this Software Purchase Agreement and Source Code License Grant-Back:
Brobeck, Phleger – agreed to by Purchaser and Seller. The Closing shall take place
at the offices of Brobeck, Phleger & Harrison, LLP, Palo Alto, California, or at
such other place or date as may
dt 30514
|