LICENSE AGREEMENT
Exhibit 10.3
ARTICLE
II
Subsequent
to the sale of equipment as set forth in Schedule B, all equipment manufactured
by or embodying software, hardware of firmware that is sold by Jump to NuTech
Digital in connection with the License granted hereunder shall be sold to NuTech
Digital at the Cost of Goods plus ten (10%) percent and upon such other terms
and conditions as the Parties may agree.
THIS
LICENSE AGREEMENT (the “Agreement”) is made and entered
into effective as of August 2, 2007, by and between Jump Communications, Inc.,
a
Nevada corporation (“Jump”), and NuTech Digital, Inc., a California corporation
(“NuTech Digital”), as follows:
RECITALS
WHEREAS,
Jump is the exclusive licensee in and for the territory of the United
States of certain proprietary audio-video compression technology that permits
end-users to conduct real-time televideo and data communication over a wide
area
network ("WAN") and local area network (“LAN”) ("Jump Technology"),
and a proprietary management and control software system ("Jump Software")
used
in connection with the deployment of the LAN and WAN Network Switching Center
which enables local call aggregation and on-demand switched connectivity of
end-users. Jump is also the manufacturer of hardware products that embody the
Jump Technology and Jump Software (“Jump Products”). Jump
Technology, Jump Products and Jump Software are hereinafter sometimes
collectively referred to as the “Jump System”; and
WHEREAS,
simultaneously with the effective date of this Agreement, NuTech
Digital is acquiring telephone switching hardware and software assets to enable
the operation and management of a telecommunications and technology company
pursuant to an Asset Purchase Agreement of even date herewith between Jump
and
NuTech Digital (the “Asset Purchase Agreement”) and the license granted
hereunder together with the other assets being acquired by NuTech Digital will
enable NuTech Digital to exploit the Jump System in the markets and territory
as
defined below; and
WHEREAS,
Jump desires to grant an exclusive license to NuTech Digital to
exploit, sell, distribute and otherwise deal in the Jump System in NuTech
Digital’s defined market and territory, and NuTech Digital desires to be the
licensee of Jump, and Jump and NuTech Digital desire to execute this Agreement
to establish the terms and conditions that will apply to such licenses and
to
provide for other related matters.
NOW,
THEREFORE, IN CONSIDERATION of the premises, the mutual covenants and
agreements hereinafter set forth, and other good and valuable consideration,
the
receipt and sufficiency of which are hereby acknowledged, the parties agree
as
follows:
ARTICLE
I
CONDITION
OF PRECEDENT
This
Agreement is wholly contingent upon, and shall only become effective upon the
Closing as that term is defined in the Asset Purchase Agreement.
DEFINITIONS
The
capitalized terms used in this Agreement shall have the meanings ascribed to
them as set forth herein or on Schedule A attached hereto.
ARTICLE
III
GRANTS
OF LICENSES
As
and on
condition of the Closing, Jump grants a license to NuTech Digital as set forth
in and subject to this Section 3, as further defined below.
3.1. License.
Jump hereby grants to NuTech Digital an exclusive and non-terminable license
to
the Jump System in the Territory and in the Market, each as defined herein
below
in sub-paragraph 3.2 (the “License”).
3.2. Territory
and Market. The
License shall apply to the territory of the United States of America (the
“Territory”) and to all markets in the Territory (the “Markets”), except for
those markets being separately licensed to NuTech Acquisition Corp, a
corporation to be formed, pursuant to the License agreement substantially in
form and substance as Exhibit 3.2, a copy of which is attached hereto
.
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3.3.
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Termination:
The License granted hereunder shall be terminable after Closing in
accordance with paragraph 9.1.d of the Asset Purchase Agreement,
a copy of
which is appended hereto as Exhibit B and made part
hereof.
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3.4. Ownership.
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(a)
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All
rights, title and interests in and relating to the Jump System, including,
without limitation, all patents, trademarks, copyrights, trade secrets
and
any and all other intellectual property rights therein, and to Jump’s
business and operations are and shall remain the sole and exclusive
property of Jump, and, other than the license rights expressly granted
herein, NuTech Digital does not have any right, title, interest or
claim
therein whatsoever. Jump reserves and retains all right, title and
interest (including without limitation patents and copyrights) in
the Jump
Technology and the Jump System and all customizations, additions,
modifications, changes, enhancements, improvements and derivative
works
thereof made by Jump or on behalf of Jump, and all rights therein
and
copies thereof.
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(b)
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Any
and all intellectual property (collectively "Materials") developed
by
NuTech Digital or caused by NuTech Digital to be developed in connection
with the Jump System hereunder shall be the sole and exclusive property
of
Jump. For good and valuable consideration, NuTech Digital
hereby grants and assigns to Jump all rights, title and interest
in and to
all of said Materials, including without limitation any and all copyrights
and other intellectual property rights therein, in any and all media
now
known or hereafter devised throughout the universe in perpetuity.
For good
and valuable
consideration, Jump hereby grants to NuTech Digital a perpetual,
fully-paid license to use said Materials solely in connection with
the
License granted hereunder. NuTech Digital will make available or
cause to
be made available to Jump, upon Jump’s request, any and all original
copies, source code or human readable copies and versions of said
Materials. Such license shall be transferable by NuTech Digital
only to a Designee hereunder and on condition that said Designee
does not
utilize the Materials in connection with anything other than in connection
with the License granted
hereunder.
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ARTICLE
IV
REPRESENTATIONS
AND WARRANTIES
4.1. Jump.
There are NO WARRANTIES made by Jump in connection with the subject matter
of
this Agreement except as set forth specifically herein. Jump represents and
warrants to NuTech Digital that (a) Jump is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada
and
has the corporate power and authority to enter into this Agreement and to carry
out its obligations hereunder, (b) this Agreement has been duly executed
and delivered by Jump and constitutes and will constitute a valid and binding
obligation of Jump, and is and will be enforceable against Jump in accordance
with its terms, subject to bankruptcy, insolvency, reorganization, moratorium
and similar laws of general applicability relating to or affecting creditors’
rights and to general equity principles, and (c) the execution and delivery
of this Agreement by Jump does not, and the performance of this Agreement by
Jump will not, (1) violate the certificate of incorporation or by-laws of
Jump, (2) conflict with or violate any statute, rule, regulation, order,
judgment or decree applicable to Jump or by which it or any of its assets or
properties is bound or affected, or (3) conflict with or violate the rights
of any other person or entity. NuTech Digital acknowledges that, except for
the
express warranties set forth in this Section 4, it has accepted the license
and
delivery of the Jump Software “AS IS” and “WITH ALL FAULTS.” With
respect to the Jump Software and all Jump Software Updates and Support Services
the warranties are as follows: (i) the Jump Software is, and any Jump Software
Updates will be, free and clear of all Liens that might adversely affect NuTech
Digital’s deployment and use of the Jump System as permitted under this
Agreement; (ii) Jump owns or has exclusive, fully-paid, irrevocable and
perpetual license rights in and to the Jump Software and the Jump Software
Updates; and Jump owns or otherwise has adequate rights to grant the licenses
to
the Jump Software and the Jump Software Updates to NuTech Digital hereunder
and
possesses all rights and interests in the Jump Software and the Jump Software
Updates necessary to enter into this Agreement; and (iii) the Jump Software
and
the Jump Software Updates and all components thereof do not and will not
infringe upon the intellectual property rights, including without limitation
the
patent, copyright, trademark or trade secret rights, of any third
parties.
4.2. NuTech
Digital.There
are
NO WARRANTIES made by NuTech Digital in connection with the subject matter
of
this Agreement except as set forth specifically herein. NuTech Digital
represents and warrants to Jump that (a) NuTech Digital is a corporation duly
organized, validly existing and in good standing under the laws of the State
of
California and has the corporate power and authority to enter into this
Agreement and to carry out its obligations hereunder, (b) this License Agreement
has been duly executed and delivered by NuTech Digital and constitutes and
will
constitute a valid and binding obligation of NuTech Digital, and is and will
be
enforceable against NuTech Digital in accordance with its terms subject to
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights
and to general equity principles, and (c) the execution and delivery of this
Agreement by NuTech Digital does not, and the performance of this Agreement
by
NuTech Digital will not, (1) violate the certificate of incorporation or by-laws
of NuTech Digital, (2) conflict with or violate any statute, rule, regulation,
order, judgment or decree applicable to NuTech Digital or by which it or any
of
its assets or properties is bound or affected, or (3) conflict with or violate
the rights of any other person or entity (d) other than the authorization of
its
Board of Directors, NuTech has authority to enter into and perform all
obligations under this Agreement, and in this regard, NuTech and the Management
of NuTech will use its best efforts to obtain authorization of its Board of
Directors as expeditiously as possible.
ARTICLE
V
DELETED
ARTICLE
VI
AUDIT
RIGHTS
DELETED
ARTICLE
VII
CONDITIONS
PRECEDENT TO JUMP’S OBLIGATIONS
7.1. Conditions
to Obligations of Jump to Consummate the Transactions.The obligation of Jump
to consummate the transactions contemplated by this Agreement shall be subject
to the satisfaction of the following conditions, unless waived in writing prior
to the Closing by Jump:
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(a)
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NuTech
Digital shall have performed, in all material respects, all obligations
and complied with all covenants required by this Agreement and the
Asset
Purchase Agreement to be performed or complied with, in all material
respects, by it prior to the
Closing.
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3
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(b)
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Each
of the documents or other items to be delivered by NuTech Digital
at the
Closing pursuant to Section 3.2 of the Asset Purchase Agreement
shall have been delivered.
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(c)
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Jump
shall have received the authorization of its Board of Directors to
consummate this Agreement and perform the actions contemplated
hereby.
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ARTICLE
VIII
SALES
OF GOODS AND EQUIPMENT BY JUMP TO NUTECH DIGITAL
ARTICLE
IX
INDEMNIFICATION
9.1. Indemnification
Obligations. Each party, at its own expense, shall defend, hold harmless and
indemnify the other party, its officers, directors, employees, agents,
successors, affiliates and assigns, from and against any and all loss, damages,
expenses (including reasonable attorneys’ fees) arising from the material breach
of any representation or warranty made hereunder.
9.2. Exceptions.
Jump’s
obligations to
indemnify as set forth in this Section IX shall not apply to any claim to the
extent that it arises from (i) any modifications, changes, additions, or
enhancements to the Jump Software Updates that have not been made directly
by
Jump or have not been made at its express direction or under its direct
oversight, control or supervision, or (ii) any such modifications made by Jump
at the request or to the specification of NuTech Digital, NuTech Digital’s
customers, or any of their agents.
ARTICLE
X
LIMITATION
OF LIABILITY
NEITHER
PARTY SHALL BE LIABLE TO THE OTHER EXCEPT FOR (i) INDEMNIFICATION OBLIGATIONS
PURSUANT TO SECTION IX OF THIS AGREEMENT, (ii) THIRD-PARTY CLAIMS FOR
PROPERTY DAMAGE, PERSONAL INJURY OR DEATH, AND OTHER CLAIMS FOR WHICH EITHER
PARTY MAY BE ENTITLED TO INDEMNIFICATION OR CONTRIBUTION FROM THE OTHER PURSUANT
TO THIS AGREEMENT OR AS A MATTER OF LAW, (iii) ANY MATERIAL BREACH OF ANY
WARRANTY SET FORTH IN SECTION IV OF THIS AGREEMENT AND
(iv)
ANY MATERIAL BREACH OF THE CONFIDENTIALITY PROVISION SET FORTH IN SECTION XI
OF
THIS AGREEMENT.
4
ARTICLE
XI
CONFIDENTIALITY
The
parties will each learn from the other, information, both orally and in writing,
concerning the business of the other party, including, without limitation,
financial, technical and marketing information, data and information related
to
the development of technology and services relating to each party’s business
technology, which information is proprietary to the disclosing
party. The parties hereby agree, as set forth below, to protect such
information, whether furnished before, on or after the date of this Agreement,
as it protects its own similar confidential information, but never less than
commercially reasonable efforts, and not to disclose such information to anyone
except as otherwise provided for in this Agreement. Such information, in whole
or in part, together with analyses, compilations, programs, reports, proposals,
studies or any other documentation prepared by the other party that contains
or
otherwise reflects or makes reference to such information is hereinafter
referred to as “Confidential Information”. The parties hereby agree
that the Confidential Information will be used solely for the purpose of this
Agreement and not for any other purpose. The parties further agree
that any Confidential Information is the sole and exclusive property of the
disclosing party or its licensors, and that the receiving party shall not have
any right, title, or interest in or to such Confidential Information except
as
expressly provided in this Agreement. The parties further agree to
protect and not to disclose to anyone (except as provided in this Agreement)
for
any reason the Confidential Information; provided, however, that:
(i) such Confidential Information may be disclosed to the receiving
party’s officers, directors, employees, agents, advisors or
representatives (collectively, “Representatives”) on a “need to know” basis for
the purpose of this Agreement on the condition that (a) each such Representative
will be informed by the receiving party of the confidential nature of such
Confidential Information and will agree to be bound by the terms of this
Agreement and not to disclose the Confidential Information to any other person
and (b) the receiving party agrees to accept full responsibility for any breach
of this Article X by any Representatives; and (ii) Confidential Information
may
be disclosed upon the prior written consent of the disclosing
party. The parties hereby agree, upon the request of the disclosing
party, to deliver promptly to the disclosing party at the receiving party’s cost
the Confidential Information, without retaining any copies thereof, excluding
such portions of the Confidential Information incorporated within the Jump
Software and Jump Software Updates licensed hereunder. Specifically
and without limitation, NuTech Digital agrees to (i) reproduce (and refrain
from
removing or destroying) copyright and proprietary rights notices which are
placed on the Jump Licensed Technology, (ii) erase or otherwise destroy, prior
to disposing of media all portions of Jump System intellectual property
and/logos contained on such media and (iii) notify Jump in writing upon any
officer or director learning of any unauthorized disclosure or use of the Jump
System or any component thereof, and reasonably cooperate with Jump to cure
any
unauthorized disclosure or use thereof. Jump agrees that NuTech Digital’s use
and distribution of the Jump system pursuant to and in accordance with the
terms
of this Agreement shall not be a violation of Article X.
5
The
term
“Confidential Information” shall not include any information: (i) which at the
time of disclosure or thereafter is generally available to or known by the
public (other than as a result of a disclosure directly or indirectly by the
receiving party); (ii) is independently developed by the receiving party,
without reference to or use of, the Confidential Information; (iii) was known
by
the receiving party as of the time of disclosure without a breach of
confidentiality; (iv) is lawfully learned from a third party not under
obligation to the disclosing party; or (v) is required to be disclosed pursuant
to a subpoena, court order or other legal process, whereupon the receiving
party
shall provide prompt written notice to the disclosing party prior to such
disclosure and provide reasonable assistance to the disclosing party in
attempting to protect the confidentiality of the Confidential Information in
the
proceeding.
ARTICLE
XII
MISCELLANEOUS
12.1. Rules
of Construction. All Exhibits and Schedules attached hereto shall be deemed
incorporated herein as if set forth in full herein and, unless otherwise defined
therein, all terms used in any Exhibit or Schedule shall have the meaning
ascribed to such term in this Agreement. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without
limitation.” The words “hereof,” “herein” and “hereunder” and words
of similar import when used in this Agreement shall refer to this Agreement
as a
whole and not to any particular provision of this Agreement. Unless
otherwise expressly provided herein, any agreement, plan, instrument or statute
defined or referred to herein or in any agreement or instrument that is referred
to herein means such agreement, plan, instrument or statute as from time to
time
amended, modified or supplemented, including (in the case of agreements or
instruments) by waiver or consent and (in the case of statutes) by succession
of
comparable successor statutes and references to all attachments thereto and
instruments incorporated therein.
12.2. Disclosures
and Announcements. Both the timing and the content of all disclosure to
third parties and public announcements concerning the transactions provided
for
in this Agreement by either Company or Buyer shall be subject to the approval
of
the other in all essential respects, except that Company’s approval shall not be
required as to any statements and other information which Buyer may submit
to
the Securities and Exchange Commission (“SEC”) or that Buyer may be required to
make pursuant to any rule or regulation of the SEC or otherwise required by
law.
12.3. Assignment;
Parties in Interest.
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(a)
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Assignment. Except
as expressly provided herein, the rights and obligations of a party
hereunder may not be assigned, transferred or encumbered without
the prior
written consent of the other
parties.
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(b)
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Parties
in Interest. This Agreement shall be binding upon, inure to
the benefit of, and be enforceable by the respective successors and
permitted assigns of the parties hereto. Nothing contained
herein shall be deemed to confer upon any other person any right
or remedy
under or by reason of this
Agreement.
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6
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12.4.
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Law
Governing Agreement. This Agreement shall be construed and interpreted
according to the internal laws of the State of Nevada, without regard
to
principles of conflict of laws. The parties hereby stipulate
that any action or other legal proceeding arising under or in connection
with this Agreement may be commenced and prosecuted in its entirety
in the
federal or state courts located in the Southern District of the State
of
California. Each party hereby submits to the personal
jurisdiction thereof, and the parties agree not to raise the objection
that such courts are not a convenient forum. Process and
pleadings mailed to a party at the address provided in the Notice
section
herein shall be deemed properly served and accepted for all
purposes. The parties hereto waive the right to trial by jury
in any proceeding hereunder.
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12.5. Amendment
and Modification. The parties may amend, modify and supplement this
Agreement in such manner as may be agreed upon by them in writing.
12.6. Force
Majeure. Except as expressly provided to the contrary in this
Agreement, neither party shall be liable to the other for any delay or failure
to perform due to causes beyond its reasonable control. Performance
times shall be considered extended for a period of time equivalent to the time
lost because of any such delay.
12.7. Non-revocation.
The licenses, immunities, authorities and agreements set forth in Section 4
hereof, once effective, are not terminable, cancelable or revocable, except
pursuant to Section 4.7 hereof regarding reversion of rights as described
therein.
12.8. Notice.
All notices, requests, demands and other communications hereunder shall be
given
in writing and shall be: (i) personally delivered; (ii) sent by
telecopier, facsimile transmission or other electronic means of transmitting
written documents; or (iii) sent to the parties at their respective addresses
indicated herein by registered or certified U.S. mail, return receipt requested
and postage prepaid, or by private overnight mail courier
service. The respective addresses to be used for all such notices,
demands or requests are as follows:
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(a)
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If
to Buyer, to:
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NuTech
Digital, Inc.
0000
Xxxxxxxxxxx Xxxxx,
Xxxxxx, XX
00000
Attention:
Xxx Xxxxxx
Facsimile:
or
to
such other person or address as Buyer shall furnish to Company in
writing.
(b) If
to Company, to:
Jump
Communications
00000
Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
00
Xxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention:
A. Xxxx Xxxxxxxxx
Facsimile: (000)
000-0000
7
With
a
required copy to:
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Xxxxxxx
X. Xxxxx, Attorney at Law, PC
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00
Xxxxxxxxxxxx Xxxxxx, Xxxxx 000
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Xxxx
Xxxxxxxxxx, XX 00000
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Attention:
Xxxxxxx X. Xxxxx, Esq.
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Facsimile:
(000) 000-0000
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or
to
such other person or address as Company shall furnish to Buyer in
writing.
If
personally delivered, such communication shall be deemed delivered upon actual
receipt; if electronically transmitted pursuant to this paragraph, such
communication shall be deemed delivered the next business day after transmission
(and sender shall bear the burden of proof of delivery); if sent by overnight
courier pursuant to this paragraph, such communication shall be deemed delivered
upon receipt; and if sent by U.S. mail pursuant to this paragraph, such
communication shall be deemed delivered as of the date of delivery indicated
on
the receipt issued by the relevant postal service, or, if the addressee fails
or
refuses to accept delivery, as of the date of such failure or
refusal. Any party to this Agreement may change its address for the
purposes of this Agreement by giving notice thereof in accordance with this
Section.
12.9. Expenses.
Regardless of whether or not the transactions contemplated hereby are
consummated, each of the parties hereto shall bear their own respective expenses
and the expenses of its counsel and other agents in connection with the
transactions contemplated hereby.
12.10. Entire
Agreement; Enforceability. This Agreement, together with the Asset Purchase
Agreement, and including all the Exhibits and Schedules hereto and thereto,
ancillary agreements and any other instruments to be executed and delivered
by
the parties hereto (the “Transaction Documents”): (i) constitutes the
entire agreement among the parties with respect to the transactions contemplated
herein and supersedes all prior agreements and understandings, both written
and
oral, among the parties, with respect to the subject matter hereof and thereof,
and (ii) shall be binding upon, and is solely for the benefit of, each party
hereto and nothing in this Agreement is intended to confer upon any third party
any rights or remedy of any nature whatsoever hereunder or by reason of this
Agreement or any of the Transaction Documents.
12.11. Severability.
Any term or provision of this Agreement which is invalid, illegal or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to the extent of such invalidity, illegality or unenforceability without
rendering invalid, illegal or unenforceable the remaining terms and provisions
of this Agreement or affecting the validity or enforceability of any of the
terms or provisions of this Agreement in any other jurisdiction. If
any provision of this Agreement is so broad as to be unenforceable, the
provision shall be interpreted to be only so broad as is
enforceable.
12.12. No
Xxxxxx.Xx
delay
or omission by either party hereto to exercise any right or power hereunder
shall impair such right or power or be construed to be a waiver
thereof. A waiver by either of the parties hereto of any of the
covenants to be performed by the other or any breach thereof shall not be
construed to be a waiver of any succeeding breach thereof or of any other
covenant herein contained.
8
12.13. Further
Assurances and Documents. Jump and NuTech Digital shall take all
actions and do all things, including without limitation the execution and
delivery of instruments and documents, necessary to effectuate the purposes
and
intent of this Agreement.
12.14. Assignment. This
Agreement shall be binding upon the parties and their respective successors,
representatives and permitted assigns and their Affiliates,
respectively. Neither party may assign this Agreement without the
prior written consent of the other party, except that either party hereto may
assign its rights hereunder to an Affiliate of such party and either party
may,
without the consent of the other party, assign and delegate this Agreement
and
its rights and obligations hereunder in connection with a merger, consolidation
or sale of substantially all of its assets (which sale shall include the
assignment and assumption of all rights and obligations under this Agreement);
provided, however, that the assigning or transferring party shall
not be relieved of his, her or it's obligations hereunder unless such assignee
or transferee shall assume all obligations of the assigning or transferring
party in writing.
12.15. Survival. Section
XI shall survive the termination of this Agreement.
12.16. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument. This Agreement shall become effective when one or
more counterparts have been signed by each of the parties and delivered (by
facsimile or otherwise) to the other parties, it being understood that all
parties need not sign the same counterpart. Any counterpart or other
signature delivered by facsimile shall be deemed for all purposes as
constituting good and valid execution and delivery of this Agreement by a
party.
12.17. Headings.
The headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this
Agreement. Section, subsection, preamble, recital and party
references are to this Agreement unless otherwise stated. No party or
its counsel shall be deemed the drafter of this Agreement for purposes of
construing its provisions, and all language in all parts of this Agreement
shall
be construed in accordance with its fair meaning, and not strictly for or
against any party. The parties waive any rule of law or judicial
precedent that provides that contractual ambiguities are to be construed against
the party who shall have drafted the contractual provision in
question.
[Signature
Page to License Agreement Follows]
9
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
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“Buyer”
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NuTech
Digital, Inc.,
a
California corporation
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/S/
Xxx X. Xxxxxx
By:
Xxx Xxxxxx
Title:
President and CEO
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“Company”
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Jump
Communications, Inc.,
a
Nevada corporation
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/S/
A. Xxxxxxxxx Xxxxxxxxx
By:
A. Xxxx Xxxxxxxxx
Title:
Chairman
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SCHEDULE
A
DEFINITIONS:
Affiliate: any
wholly-owned subsidiary of a party hereto, or any entity in which a party hereto
has a controlling interest, or any other entity controlled by, controlling
or
under common control with a party.
ATM
Switch: the Newbridge 36170 MainStreetXpress ATM switch and
related Newbridge software, and any updates, modifications or replacements
thereof, or any hardware/software ATM switch platform that is functionally
equivalent thereto, if approved by Jump.
Designee: any
designee of NuTech Digital hereunder approved by Jump in writing.
Jump
Names and Marks: " Jump Corp.," " Jump," "Jump System," "Jump Codec,"
“Jump VBX”
Jump
Software: a proprietary management and control software system used in
connection with the deployment and operation of the Jump System.
Jump
Software Updates: such updates to the Jump Software, if any, that Jump
may create from time to time. Any Jump Software Updates provided shall become
a
part of the Jump Software upon provision of such to NuTech Digital
hereunder.
Jump
Technology: Jump is the exclusive licensee of a proprietary
audio-video compression technology that permits end-users to conduct real-time
televideo communication over broadband wide area network ("WAN") telecom
systems. The Jump Technology is referred to herein to provide background
information and is not included within the subject matter licensed under this
Agreement
Jump
System: a term referring collectively to the Jump LAN and
WAN components and the Jump Software, and any and all related proprietary Jump
WAN hardware and software components that operate to deliver switched broadband
data services to end-users.
Jump
LAN and WAN: substantially comprised of an ATM Switch and
any related routers, connectivity equipment, and other hardware and software
manufactured by third party vendors, located within a carrier class collocation
facility, which provides the facility for local aggregation and switched WAN
connectivity of end-users which may or may not be interconnected and
interoperable with a LAN providing bandwidth within a campus, building or other
integrated facility.
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SCHEDULE
B
Asset
Purchase Agreement
[To
be
attached]
12
