LICENSING AGREEMENT NO. 00-1001
BETWEEN
3W CYBER LOGISTICS, INC.
XXXXX 0000, 000 XXXXXX XX., XXXXXXXXX, XX, X0X 0X0
AND
XXXX FREIGHT SERVICES INC.
000-00, 000XX XXXX, XXXXXXX, XX 00000
TERMS OF AGREEMENT
1. THE SIGNING AND DATING OF THIS AGREEMENT BRINGS INTO EFFECT A CONTRACTUAL
AGREEMENT BETWEEN 3W CYBER LOGISTICS, INC., HEREINAFTER THE "LICENSOR" TO GRANT
AND TO ACCEPT XXXX FREIGHT SERVICES INC., HEREINAFTER THE "LICENSEE" ONE SITE,
NON-EXCLUSIVE LICENSE FOR USE OF THE LICENSOR'S WEB-BASED CARGO LOGISTICS
PROGRAM.
2. THE INITIAL DEPOSIT FOR THE LICENSEE IS USD 5,000.00 (FIVE THOUSAND
DOLLARS) FOR A MEMBERSHIP TRIAL PERIOD OF THREE MONTHS FROM THE DATING OF THIS
AGREEMENT.
3. AT THE END OF THE TRIAL PERIOD, IF LICENSEE DOES NOT PROCEED WITH ITS
FULL MEMBERSHIP, 50% OF THE INITIAL DEPOSIT SHALL BE REFUNDED BY THE LICENSOR TO
THE LICENSEE WITH AN EXTRACT FROM LICENSEE'S EXISTING DATABASE TO AN ASCII FILE.
4. AT THE END OF THE TRIAL PERIOD, IF LICENSEE WISHES TO PROCEED WITH ITS
FULL MEMBERSHIP, THE MONTHLY MEMBERSHIP FEE SHALL BE CHARGED BASED ON THE FEE
SCHEDULE OUTLINED ON APPENDIX A. THE INITIAL DEPOSIT SHALL BE APPLIED TOWARDS
THE MONTHLY FEE THEREAFTER AS CASH ON ACCOUNT.
5. MEMBERSHIP FEE SHALL BE DUE ON THE 1ST OF EACH CALENDAR MONTH WITH A
GRACE PERIOD OF 5 DAYS.
6. LICENSEE SHALL BE RESPONSIBLE TO VERIFY THE NUMBERS OF MODULE USUAGES
STATED ON ITS SITE BY THE END OF EACH WORK DAY. ANY DISCREPANCY MUST BE
RECTIFIED BY THE LICENSOR ON THE FOLLOWING DAY. LICENSOR WILL PROVIDE A SUMMARY
STATEMENT OF LICENSEE'S TOTAL DAILY MODULE USUAGES BY THE END OF EACH MONTH FOR
ITS RESPECTIVE MONTHLY MEMBERSHIP FEE.
7. THE LICENSOR WILL PROVIDE TECHNICAL SUPPORT ON A 24-HOUR ONLINE BASIS.
8. THE LICENSEE IS RESPONSIBLE TO PROVIDE ADEQUATE AND EFFICIENT HARDWARE
EQUIPMENTS AND TELEPHONE LINE FOR THIS INTERNET TECHNOLOGY BASED ON LICENSOR'S
RECOMMENDED SPECIFICATIONS, TO ENSURE A SMOOTH AND EFFECTIVE OPERATION.
9. THE PROGRAM MATERIAL AND THE COPYRIGHT OF ALL INTELLECTUAL PROPERTY
RIGHTS OF WHATEVER NATURE IN THE PROGRAM MATERIAL ARE AND SHALL REMAIN THE
PROPERTY OF THE LICENSOR. ALL SUCH PROGRAM MATERIAL IS VALUABLE CONFIDENTIAL
INFORMATION AND TO THE EXTENT THAT SUCH INFORMATION IS MADE AVAILABLE OR BECOMES
KNOWN TO THE LICENSEE FOR THE PURPOSE OF THIS AGREEMENT, IT IS MADE KNOWN TO THE
LICENSEE ONLY IN THE STRICTEST CONFIDENCE. THE LICENSEE WILL ENSURE THE PROGRAM
IS USED ONLY AS LICENSED AND WILL NOT DISCLOSE THE SOFTWARE, PROGRAM MATERIAL OR
ANY RELATED MATTER OR PART THEREOF AND SHALL TAKE ALL PRACTICABLE STEPS TO
PREVENT THE TRANSFERENCE OF ANY PART THEREOF TO ANY OTHER PERSON.
10. THE LICENSEE MAY TERMINATE THIS AGREEMENT AT ANY TIME BY CEASING THE USE
OF THE PROGRAM OR BE CONSIDERED TERMINATED AFTER A NON-USUAGE/TOTAL INACTIVE
PERIOD OF 30 WORKING DAYS. REMAINING BALANCE OF THE MEMBERSHIP FEE BASED UPON
THE LATEST MODULE USUAGES SHALL BE DUE IMMEDIATELY AND THE LICENSEE'S USER
IDENTIFICATION NUMBER SHALL BE CANCELLED SIMULTANEOUSLY.
11. THE LICENSOR SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT BY WRITTEN
NOTICE HAVING IMMEDIATE EFFECT IN THE EVENT THAT THE LICENSEE IS IN BREACH OF
THIS AGREEMENT. THE LICENSEE SHALL HAVE 15 DAYS TO CURE ANY SUCH BREACH AGREED
UPON BY THE LICENSOR IN WRITING.
12. UNDER NO CIRCUMSTANCES SHALL THE LICENSOR BE RESPONSIBLE FOR ANY
DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, LOST PROFITS OR ANY
OTHER SPECIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE LICENSEE'S USE
OF OR THE PERFORMANCE OF THE PROGRAM. NOTWITHSTANDING THE ABOVE, IN NO EVENT
SHALL THE LICENSOR'S LIABILITY ARISING OUT OF OR BASED UPON THIS AGREEMENT
EXCEED THE TRIAL MEMBERSHIP FEE OF USD 5,000.00 (FIVE THOUSAND DOLLARS).
13. THIS WRITING CONTAINS THE ENTIRE AGREEMENT OF THE PARTIES AND THERE ARE
NO PROMISES, UNDERSTANDINGS, OR AGREEMENTS OF ANY KIND PERTAINING TO THIS
CONTRACT OTHER THAN STATED HEREIN.
ACCEPTANCE
ALL OF THE ABOVE IS AGREED AND ACCEPTED IN FULL BY 3W CYBER LOGISTICS, INC. AND
XXXX FREIGHT SERVICES, INC., AS INDICATED HEREIN.
/S/ SIGNED OFFICE MANAGER 8/2/00
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XXXX FREIGHT SERVICES, INC. TITLE DATE
/S/ SIGNED PROJECT MANAGER 8/2/00
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3W CYBER LOGISTICS, INC TITLE DATE
APPENDIX A (FOR NO. 00-1001)
MEMBERSHIP FEE SCHEDULE:
ONE TIME MEMBERSHIP SETUP FEE : USD 500.00
PROGRAM MODULE USUAGE FEE : USD 0.50 PER MODULE
ANNUAL DATA STORAGE FEE : USD 0.10 PER MODULE
PROGRAM MODIFICATION FEE (OPTIONAL) : USD 5.00 PER ITEM
