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EXHIBIT 10.11
NEGATIVE PLEDGE AGREEMENT
This Negative Pledge Agreement is made as of August 8, 1995, by and
between International Integration Incorporated ("Borrower") and Silicon Valley
Bank, a California-chartered bank with a loan production office in Wellesley
Massachusetts doing business as Silicon Valley East ("Lender").
In connection with the Loan Documents between Borrower and Lender, Borrower
agrees as follows:
1. Borrower shall not sell, without prior written consent of Lender
which will not be unreasonably withheld, transfer, assign, mortgage,
pledge, lease, grant a security interest in, or encumber any of
Borrower's intellectual property, including, without limitation, the
following:
a. Any and all trade secrets, and any and all intellectual
property rights in computer software and computer software
products now or hereafter existing, created, acquired or held;
b. Any and all design rights which may be available to Borrower
now or hereafter existing, created, acquired or held;
c. All patents, patent applications and like protections
including, without limitation, improvements, divisions,
continuations, renewals, reissues, extensions and
continuations-in-part of the same, including without
limitation the patents and patent applications;
d. Any trademark and servicemark rights, whether registered or
not, applications to register and registrations of the same
and like protections, and the entire goodwill of the business
of Borrower connected with and symbolized by such trademarks,
including without limitation;
e. Any and all claims for damages by way of past, present and
future infringements of any of the rights included above, with
the right, but not the obligation, to xxx for and collect such
damages for said use or infringement of the intellectual
property rights identified above;
f. All licenses or other rights to use any of the Copyrights,
Patents or Trademarks, and all license fees and royalties
arising from such use to the extent permitted by such license
or rights; and
g. All amendments, extensions, renewals and extensions of any of
the Copyrights, Trademarks or Patents; and
h. All proceeds and products of the foregoing, including without
limitation all payments under insurance or any indemnity or
warranty payable in respect of any of the foregoing;
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2. It shall be an event of default under the loan documents between
Borrower and Lender if there is a breach of any term of this
Negative Pledge Agreement.
BORROWER:
INTERNATIONAL INTEGRATION INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: Treasurer
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LENDER:
SILICON VALLEY BANK SILICON VALLEY BANK, a California-chartered
bank doing business as SILICON VALLEY
EAST
By:_____________________________ By:________________________________________
Name:___________________________ Name:______________________________________
Title:__________________________ Title:_____________________________________
