LICENSE AGREEMENT
Exhibit 10.5
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 (“Licensor”), and NuTech Acquisition Corp., a Nevada
corporation (“Licensee”), as follows:
RECITALS
WHEREAS,
Licensor 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”) ("Licensor
Technology"), and a proprietary management and control software system
("Licensor 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. Licensor is also the manufacturer of
hardware products that embody the Licensor Technology and Licensor Software
(“Licensor Products”). Licensor Technology, Licensor Products
and Licensor Software are hereinafter sometimes collectively referred to as
the
“Licensor System”; and
WHEREAS,
simultaneously with the effective date of this Agreement, Licensee
is
acquiring telephone switching hardware and software assets to enable the
operation and management of a telecommunications and technology Licensor
pursuant to an Asset Purchase Agreement of even date herewith between Licensor
and Licensee (the “Asset Purchase Agreement”) and the license granted hereunder
together with the other assets being acquired by Licensee will enable Licensee
to exploit the Licensor System in the markets and territory as defined below;
and
WHEREAS,
Licensor desires to grant an exclusive license to Licensee to exploit,
sell, distribute and otherwise deal in the Licensor System in Licensee’s defined
market and territory, and Licensee desires to be the licensee of Licensor,
and
Licensor and Licensee 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.
ARTICLE
II
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, Licensor grants a license to Licensee as set forth
in
and subject to this Section 3, as further defined below.
3.1. License.Licensor
hereby grants to Licensee an exclusive and non-terminable license to the
Licensor 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 the following markets in the Territory (the
“Markets”):
Medical
Services: to include sales to
hospitals, medical groups, medical insurance institutions, doctors, nurses
and
nurses groups, assisted care facilities or other facilities designed to offer
or
which offer medical services to residents.
Adult
entertainment: to include video
entertainment intended for dissemination to adults.
Job
Search and Employment Services: to
include video and data communications, either one way or two way, between job
seekers and potential employers, and between or among job seekers, potential
employers and companies or other entities specializing in employment
services..
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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 Licensor System,
including, without limitation, all patents, trademarks, copyrights,
trade
secrets and any and all other intellectual property rights therein,
and to
Licensor’s business and operations are and shall remain the sole and
exclusive property of Licensor, and, other than the license rights
expressly granted herein, Licensee does not have any right, title,
interest or claim therein whatsoever. Licensor reserves and retains
all
right, title and interest (including without limitation patents and
copyrights) in the Licensor Technology and the Licensor System and
all
customizations, additions, modifications, changes, enhancements,
improvements and derivative works thereof made by Licensor or on
behalf of
Licensor, 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
Licensee or caused by Licensee to be developed in connection with
the
Licensor System hereunder shall be the sole and exclusive property
of
Licensor. For good and valuable consideration, Licensee hereby
grants and assigns to Licensor 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, Licensor hereby grants to Licensee a
perpetual, fully-paid license to use said Materials solely in connection
with the License granted hereunder. Licensee will make available
or cause
to be made available to Licensor, upon Licensor’s request, any and all
original copies, source code or human readable copies and versions
of said
Materials. Such license shall be transferable by Licensee 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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(c)
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Royalties:
Licensee shall pay Licensor a royalty in the amount of five ($5.00)
dollars (U.S.) per unit manufactured embodying the Licensed technology
(the Manufacturing Royalty Amount). The Manufacturing Royalty Amount
shall
be paid quarterly within thirty days following the end of each calendar
quarter
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ARTICLE
IV
REPRESENTATIONS
AND WARRANTIES OF THE LICENSOR
4.1. Licensor.There
are
NO WARRANTIES made by Licensor in connection with the subject matter of this
Agreement except as set forth specifically herein. Licensor represents and
warrants to Licensee that (a) Licensor 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 Licensor and constitutes and will constitute a valid and binding
obligation of Licensor, and is and will be enforceable against Licensor 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 Licensor does not, and the performance of
this
Agreement by Licensor will not, (1) violate the certificate of
incorporation or by-laws of Licensor, (2) conflict with or violate any
statute, rule, regulation, order, judgment or decree applicable to Licensor
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.
Licensee acknowledges that, except for the express warranties set forth in
this
Section 4, it has accepted the license and delivery of the Licensor Software
“AS
IS” and “WITH ALL FAULTS.” With
respect to the Licensor Software and all Licensor Software Updates and Support
Services the warranties are as follows: (i) the Licensor Software is, and any
Licensor Software Updates will be, free and clear of all Liens that might
adversely affect Licensee’s deployment and use of the Licensor System as
permitted under this Agreement; (ii) Licensor owns or has exclusive, fully-paid,
irrevocable and perpetual license rights in and to the Licensor Software and
the
Licensor Software Updates; and Licensor owns or otherwise has adequate rights
to
grant the licenses to the Licensor Software and the Licensor Software Updates
to
Licensee hereunder and possesses all rights and interests in the Licensor
Software and the Licensor Software Updates necessary to enter into this
Agreement; and (iii) the Licensor Software and the Licensor 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.
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Licensee.There
are
NO WARRANTIES made by Licensee in connection with the subject matter of this
Agreement except as set forth specifically herein. Licensee represents and
warrants to Licensor that (a) Licensee 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 Licensee and constitutes and will constitute a valid and binding
obligation of Licensee, and is and will be enforceable against Licensee 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 Licensee does not, and
the
performance of this Agreement by Licensee will not, (1) violate the certificate
of incorporation or by-laws of Licensee, (2) conflict with or violate any
statute, rule, regulation, order, judgment or decree applicable to Licensee
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.
ARTICLE
V
DELETED
ARTICLE
VI
AUDIT
RIGHTS
DELETED
ARTICLE
VII
CONDITIONS
PRECEDENT TO LICENSOR’S OBLIGATIONS
7.1. Conditions
to Obligations of Licensor to Consummate the Transactions.The
obligation of Licensor 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 Licensor:
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(a)
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Licensee
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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(b)
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Each
of the documents or other items to be delivered by Licensee at the
Closing
pursuant to Section 3.2 of the Asset Purchase Agreement shall have
been delivered.
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ARTICLE
VIII
SALES
OF GOODS AND EQUIPMENT BY LICENSOR TO LICENSEE
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 Licensor to
Licensee in connection with the License granted hereunder shall be sold to
Licensee at the Cost of Goods plus ten (10%) percent and upon such other terms
and conditions as the Parties may agree.
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.Licensor’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 Licensor Software Updates that have not been
made directly by Licensor or have not been made at its express direction or
under its direct oversight, control or supervision, or (ii) any such
modifications made by Licensor at the request or to the specification of
Licensee, Licensee’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.
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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 Licensor
Software and Licensor Software Updates licensed hereunder. Specifically
and without limitation, Licensee agrees to (i) reproduce (and refrain from
removing or destroying) copyright and proprietary rights notices which are
placed on the Licensor Licensed Technology, (ii) erase or otherwise destroy,
prior to disposing of media all portions of Licensor System intellectual
property and/logos contained on such media and (iii) notify Licensor in writing
upon any officer or director learning of any unauthorized disclosure or use
of
the Licensor System or any component thereof, and reasonably cooperate with
Licensor to cure any unauthorized disclosure or use thereof. Licensor agrees
that Licensee’s use and distribution of the Licensor system pursuant to and in
accordance with the terms of this Agreement shall not be a violation of Article
X.
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.
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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 Licensor or Licensee shall be subject to the approval of the other in
all
essential respects.hat Licensee 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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12.4. 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:
(a)If
to
Licensee, to:
NuTech
Acquisition
Corp.
00000
Xxxxxxxx
Xxxxxxxxx
Xxx
Xxxxxxx, XX
00000
Attention:
Xxx
Xxxxxx, President
Facsimile:
000 000
0000
or
to such other
person or address as Licensee shall furnish to Licensor in writing.
(b) If to Licensor, to:
Jump
Communications,
Inc.
00000
Xxxxxxxx
Xxxxxxxxx
Xxxxxxxxx
00
Xxx
Xxxxxxx,
Xxxxxxxxxx 00000
Attention:
A. Xxxx
Xxxxxxxxx
Facsimile: (000)
000-0000
With
a required copy to:
Xxxxxxx
X. Xxxxx,
Attorney at Law, PC
00
Xxxxxxxxxxxx
Xxxxxx, Xxxxx 000
Xxxx
Xxxxxxxxxx, XX
00000
Attention:
Xxxxxxx X.
Xxxxx, Esq.
Facsimile:
(000)
000-0000
or
to such other
person or address as Licensor shall furnish to Licensee in writing.
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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.
12.13. Further
Assurances and
Documents.Licensor
and Licensee 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.
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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]
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
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“Licensee”
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NuTech
Acquisition Corp.,
a
Nevada corporation
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/S/ Xxx
X. Xxxxxx
By:
Xxx Xxxxxx
Title:
President
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“Licensor”
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Jump
Communications, Inc.,
a
Nevada corporation
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/S/ A.
Xxxxxxxxx Xxxxxxxxx
By:
A. Xxxx Xxxxxxxxx
Title:
President
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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 Licensor.
Designee: any
designee of Licensee hereunder approved by Licensor in writing.
Licensor
Names and Marks: " Licensor Corp.," " Licensor," "Licensor System,"
"Licensor Codec," “Licensor VBX”
Licensor
Software: a proprietary management and control software system used in
connection with the deployment and operation of the Licensor
System.
Licensor
Software Updates: such updates to the Licensor Software, if any, that
Licensor may create from time to time. Any Licensor Software Updates provided
shall become a part of the Licensor Software upon provision of such to Licensee
hereunder.
Licensor
Technology: Licensor 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 Licensor Technology is referred to herein to provide
background information and is not included within the subject matter licensed
under this Agreement
Licensor
System: a term referring collectively to the Licensor LAN
and WAN components and the Licensor Software, and any and all related
proprietary Licensor WAN hardware and software components that operate to
deliver switched broadband data services to end-users.
Licensor
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]
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