February 2006 Amendment to Software Development and Marketing Agreement
EXHIBIT
10.1
February
2006 Amendment to
This
is
an amendment (the
“February
2006 Amendment”)
to
that certain Software Development and Marketing Agreement dated
as
of January 19th, 1989, as amended (the “License
Agreement”)
by and
among Datawatch
Corporation,
a
Delaware corporation with offices located at 000 Xxxx Xxxx, Xxxxxx Xxxxxx Xxxx,
Xxxxxxxxxx, XX 00000 (“Datawatch”)
jointly and severally with Personics
Corporation,
a
Delaware corporation with offices located at 000 Xxxx Xxxx, Xxxxxx Xxxxxx Xxxx,
Xxxxxxxxxx, XX 00000 (“Personics”)
(Datawatch and Personics are collectively referred to herein as “Licensee”),
on the
one hand, and Xxxxxxx
X. Xxxxx, a
sole
proprietor doing business as Math Strategies, having its principal place of
business at 000 Xxxxx Xxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
(
Huger and Math Strategies being referred to herein as “MS”).
This
February 2006 Amendment is effective as of February 20,
2006.
Recitals:
A. The
parties have previously entered into an Option Purchase Agreement dated April
29, 2004 (“Option
Agreement”),
whereby MS granted Licensee the right to purchase the Software Products as
defined therein.
B. Contemporaneously
herewith, the parties hereto have entered into an Amendment to Option Purchase
Agreement whereby the period to exercise the option granted to Licensee pursuant
to the Option Agreement was, among other things, extended to April 30, 2015
(“Option
Period”).
C. The
parties desire to extend the term of the License Agreement to April 30,
2015.
Now,
Therefore,
in
consideration of the foregoing and for good and valuable consideration, the
receipt and sufficiency of which is hereby expressly acknowledged, the parties
hereby agree as follows:
1. Section
13(a)
of the
License Agreement, as amended, is hereby deleted in its entirety and replaced
with the following:
13(a)
Term. The term of this Agreement shall commence on the date first set forth
above and shall continue until April 30, 2015, unless earlier terminated as
provided in this Agreement. Upon expiration of the term, this Agreement and
the
licenses granted hereunder shall automatically be renewed for successive one
year periods unless either party notifies the other in writing at least 90
days
prior to the expiration of the term or any renewal period that it elects not
to
renew this Agreement.
2. Except
as
provided herein, all other provisions of the License Agreement shall remain
in
full force and effect.
In
Witness Whereof,
the
parties have executed this February 2006 Amendment effective the day and year
first above written.
|
MATH
STRATEGIES
By:
/s/
Xxxxxxx X. Xxxxx
Xxxxxxx
X. Xxxxx, individually and as a
Sole
Proprietorship
|
DATAWATCH
CORPORATION
By:
/s/
Xxxxxx Xxxxxx
Name: Xxxxxx
Xxxxxx
Title:
President
& CEO ,
Duly Authorized
|
|
|
Personics,
Inc.
By:
/s/
Xxxxxx Xxxxxx
Name: Xxxxxx
Xxxxxx
Title:
President
& CEO ,
Duly Authorized
|
