EXHIBIT 10.15(B)
AMENDMENT TO PROGRAM
LICENSE AND PROFESSIONAL SERVICES AGREEMENT
This Amendment No. 1 (this "Amendment") is made as of 27 October 1999 by
and between uBid, Inc., a Delaware corporation having its principal place of
business at 0000 Xxxxx Xxxx, Xxx Xxxxx Xxxxxxx, XX 00000, U.S.A. ("uBid"), and
LibertyOne Limited, an Australian corporation having its principal place of
business at Xxxxx 0, 00 XxXxxxxxx Xxxxxx, Xxxxxxxxxxx Xxx, XXX 0000, Xxxxxxxxx
("LibertyOne") (hereinafter referred to collectively as the "Parties" and
individually as a "Party").
WHEREAS, uBid and LibertyOne entered into a Program License and
Professional Services Agreement on 6 June 1999 (the "Agreement") wherein uBid
licensed its proprietary auction software to LibertyOne.
WHEREAS, uBid and LibertyOne wish to amend Section 2.1 of the Agreement to
allow LibertyOne to sublicense its rights and duties under the Agreement to
joint ventures throughout the Licensed Territory (as such term is defined in the
Agreement) in which LibertyOne holds no less than a fifty percent (50%) equity
interest, and to further allow such sublicensees to sublicense their rights and
duties under the Agreement to joint ventures throughout the Licensed Territory
(as such term is defined in the Agreement) in which LibertyOne ultimately holds
no less than fifty percent (50%) equity interest.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the Parties hereby agree as follows:
1. Section 2.1. The last two sentences of Section 2.1 of the Agreement
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are hereby deleted and replaced with the following:
Notwithstanding anything herein to the contrary, LibertyOne may sublicense
its rights under Section 2.1 of this Agreement solely to other entities
located in the Licensed Territory in which LibertyOne holds no less than a
fifty percent (50%) equity interest but only for so long as LibertyOne
retains no less than a fifty percent (50%) equity interest in such
entities; provided, however, LibertyOne shall be responsible for ensuring
that any sublicensee uses the Subject software in accordance with the terms
and conditions set forth in this Agreement and shall be responsible for,
and will indemnify and hold uBid harmless from the against, the acts and
omissions of such sublicensees. Further, authorized sublicensees may
sublicense their rights obtained by virtue of Section 2.1 of this Agreement
solely to other entities located in the licensed Territory in which
LibertyOne holds no less than a fifty percent (50%) equity interest but
only for so long as LibertyOne retains no less than a fifty percent (50%)
equity interested in such entities; provided, however, LibertyOne shall be
responsible for ensuring that any such entities use the Subject Software in
accordance with the terms and conditions set forth in this Agreement and
shall be responsible for, and will indemnify and hold uBid harmless from
and against, the acts and omissions of such entities. Except
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as permitted by this Section 2.1, LibertyOne will not sublicense the rights
and licenses granted by this Agreement. Any sublicense hereunder shall be
in writing, shall be signed by sublicensor and sublicensee and shall
contain restrictions on sublicensees commensurate with the restrictions
imposed herein on LibertyOne. LibertyOne and any sublicensee shall,
promptly upon entering into any sublicense agreement, provide written
notice to uBid of the existence of such sublicense and the name and address
of such sublicensee.
2. General. Except as expressly modified by this Amendment, all terms,
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conditions and provisions of the Agreement shall continue in full force and
effect as set forth in the Agreement. Except as otherwise modified or defined
herein, all capitalized terms in this Amendment have the same meanings as set
forth in the Agreement. In the event of a conflict between the terms and
conditions of the Agreement and the terms and conditions of this Amendment, the
terms and conditions of this Amendment shall prevail. Each Party represents and
warrants to the other Party that this Amendment has been duly authorized,
executed and delivered by it and constitutes a valid and legally binding
agreement with respect to the subject matter contained herein. Each Party
agrees that the Agreement, as amended by this Amendment, constitutes the
complete and exclusive statement of the agreement between the Parties, and
supersedes all prior proposals and understandings, oral and written, relating to
the subject matter contained herein. This Amendment shall not be modified or
rescinded except in writing signed by the Parties.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be
executed by their duly authorized representatives:
LIBERTYONE LIMITED UBID, INC.
By: [illegible] By: /s/ X. X. Xxxxxxxxx
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Name: [illegible] Name: X. X. Xxxxxxxxx
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Title: [illegible] Title: VP--International
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