EXCLUSIVE LICENSE AGREEMENT
This Agreement (together with the Exhibit hereto "THIS AGREEMENT") is made and
shall become effective as of February 18, 2004 by and between Unicorp Ltd. a
company organized under the laws of Israel ( "THE COMPANY"), Cat4view Ltd. a
company organized under the laws of Israel ("CAT4VIEW"), and Technoprises Apros
& Chay Ltd. ("TECHNOPRISES") a company organized under the laws of Israel ("THE
LICENSEE").
WHEREAS the Company is the owner of all rights in the company's Watchow Portal,
as specified in EXHIBIT A hereto ("THE WATCHOW PORTAL") and the Company has the
sole right to license the Watchow Portal to the Licensee; and
WHEREAS in conjunction with the foregoing, the Company desires to grant, and the
Licensee desire to receive, a sole and exclusive, worldwide, irrevocable, and
perpetual license, for the use of the Watchow Portal in any manner that the
Licensee's elects, all according to the terms of this Agreement.
WHEREAS Cat4view provides maintenance and operation services for the Watchow
Portal ("THE MAINTENANCE SERVICES") and in conjunction with the foregoing
Cat4view wishes to transfer, and the Licensee wishes to receive, Cat4view's know
how related to the Maintenance Services so that the Licensee may provide
Maintenance Services for the Watchow Portal on its own, following the grant of
the license by the Company; and
NOW THEREFORE, in consideration of the mutual representations, warranties and
covenants contained herein, and for other good and valuable consideration, the
Company, Cat4view, and the Licensee ("THE PARTIES"), intending to be legally
bound, hereby agree as follows:
1. Definitions
"INTELLECTUAL PROPERTY RIGHTS" includes worldwide rights, whether registered or
not, under any copyright, trademark, service xxxx, patent and integrated circuit
protection laws, rights in domain and sub-domain names, trade secrets, know-how,
rights against misappropriation of databases and confidential information,
including but not limited to technology, ideas, algorithms, testing procedures,
structure, interfaces, documentation, problem reports, drawings and other
technical, marketing and financial information.
2. Grant of License to use the Watchow Portal
2.1. Upon the terms and subject to the conditions set forth in this
Agreement, the Company hereby grants to the Licensee a sole and
exclusive, worldwide, irrevocable, and perpetual license to use the
Watchow Portal in any manner that the Licensee desires ("THE
LICENSE"). Following the execution of this Agreement and the grant
of the License the Company shall not use the Watchow Portal in any
manner, whether by itself or by granting licenses to third parties.
To avoid any doubt, the Licensee may make any modifications and/or
transfer the Watchow Portal without any permission of the Company.
2.2. The Licensee shall be entitled to make, use, sell, offer for sale,
lease, implement, apply for patents, adapt and otherwise exploit the
Watchow Portal as the Licensee deems fit.
2.3. The Company reserves the right to display the Watchow Portals for
self-promotional purposes but not to use it in any manner or
distribute it to third parties.
3. Transfer of Maintenance Services' Know How
Upon the terms and subject to the conditions set forth in this Agreement,
Cat4view hereby commits to transfer to the Licensee all know-how related to the
provision of Maintenance Services for the Watchow Portal so that the Licensee
may be able to provide Maintenance Services for the Watchow Portal on its own.
Cat4view shall provide all assistance needed by the Licensee for such task.
Until the Licensee determines that it is fully able to provide Maintenance
Services by itself, Cat4view shall continue to provide Maintenance Services, and
shall support the Licensee thereafter.
2
4. Delivery
The Company will make the Watchow Portal available to the Licensee within one
day as of the effective date of this Agreement and shall supply the Licensee
with all the reasonably required support to utilize the Watchow Portal.
5. Consideration
5.1. In consideration for the License grant and the transfer of the know
how for the Maintenance Services, the Licensee shall pay the Company
and Cat4view royalties of 5% of the gross revenues generated from
use of the Watchow Portal, including (i) licensing agreements signed
between the Licensee and third parties; and (ii) Original Equipment
Manufacturer (OEM) agreements signed between the Licensee and third
parties ("THE ROYALTIES"). The Company shall receive 85% of the
Royalties and Cat4view shall receive the remaining 15% of the
Royalties. The Royalties shall be calculated for every three months'
period starting as of the date of signature of This Agreement, and
paid on the 1st day of the month following the end every such
period. Notwithstanding the above, the maximum amount of the total
royalties paid by the Licensee shall not exceed $2,500,000.
5.2. Notwithstanding the abovementioned consideration in section 5.1
above, the Company may elect for itself and for Cat4view, at its
sole discretion, to be made no later then 180 days after the
signature of this Agreement, to replace the above mentioned
consideration with the issuance of shares as follows: The Licensee
shall cause its subsidiary, Telem Atik Cross Media Ltd. ("TCM"), a
private company incorporated under the laws of the state of Israel,
to issue shares to the Company and Cat4view for their nominal value
so that following the issuance the Company will hold 17% of the
share capital of TCM and Cat4view will hold 3% of the share capital
of TCM. The TCM Shares shall be issued "as is" and the Licensee
gives no warranties in their regards. The licensee shall not pay the
Company nor Cat4view any royalties, fees or any other kind of
additional consideration for the grant of the License, and the
provisions of Section 5.1 shall not apply.
6. Mutual Warranties, Representations and Indemnities
6.1. The Company represents and warrants that it is the owner of all
rights in the Watchow Portal, Cat4view represents and warrants that
it is the owner of all rights in the know-how for Watchow Portal
maintenance services, free and clear of any encumbrance, charge or
restriction. The Company and Cat4view further represent and warrant
that to their best knowledge no consent, approval or authorization
of, or filing with any public or governmental body is required in
connection with the execution and delivery of this Agreement.
6.2. The Company and Cat4view represent and warrant, each respectively
for Watchow Portal and for the know-how of Watchow Portal
maintenance services, that they have the sole right to grant the
License to the Licensee in accordance with the terms and conditions
set forth in this Agreement, and that to the Company's and
Cat4view's best knowledge such License and the exercise thereof does
not and will not infringe on or misappropriate any third party's
proprietary rights as of the effective date of this Agreement.
6.3. The Company and Cat4view hereby represent and warrant that they are
not aware of any third party patent rights, which will be infringed
by the Licensee's use in accordance with the terms of This
Agreement.
6.4. The Company represents and warrants that the license of the Watchow
Portal may involve certain risk factors, as summarized in EXHIBIT A.
6.5. The Company will immediately advise the Licensee of any legal
notices served to the Company that might reasonably be anticipated
to affect the Licensee. The Company shall not settle any action
brought against the Company, regarding its Intellectual Property
Rights in the Watchow Portal, unless received the Licensee's prior
written approval, and shall coordinate its defense with the
Licencee.
3
6.6. The Licensee warrants that it shall not use the Watchow Portal for
illegal purposes and that it is authorized and empowered to make
this Agreement.
7. Intellectual Property Rights and Other Rights
7.1. The Company declares that it is the owner of the Watchow Portal, its
concept, design, brand name and website.
7.2. Cat4vew declares that it is the owner of the know-how of Watchow
portal's maintenance services.
8. Confidentiality
Each party shall treat as confidential all information of the other party which
is confidential by its nature ("CONFIDENTIAL INFORMATION"), shall not use such
Confidential Information except to exercise its rights and perform its
obligations under this Agreement herein, and shall not disclose such
Confidential Information to any third party. Without limiting the foregoing,
each of the parties shall use at least the same degree of care it uses to
prevent the disclosure of its own confidential information of like importance,
to prevent the disclosure of Confidential Information of the other party. Each
party shall promptly notify the other party of any actual or suspected misuse or
unauthorized disclosure of the other party's Confidential Information.
9. Term and Termination
The License under this Agreement is perpetual and shall be in force and effect
unless terminated in accordance with the provisions of the law.
10. Miscellaneous
10.1. This Agreement binds and will benefit the Parties and their
respective successors and assigns. This Agreement constitutes the
entire understanding of the Parties, supersedes all prior oral or
written Agreements between the parties, and may be modified only in
writing by signature of the parties.
10.2. No waiver of any provision of this Agreement in any instance shall
for any purpose be deemed to be a waiver of the right of any party
hereto to enforce strict compliance with the provisions hereof in
any subsequent instance.
10.3. This Agreement shall be governed and enforced exclusively in
accordance with the laws of the State of Israel in all respects
including its construction, interpretation and performance. The sole
and exclusive venue for resolution of any dispute in respect to this
Agreement shall be in Tel-Aviv, Israel. If any provision of this
Agreement shall be held invalid or unenforceable, such invalidity
shall not affect the validity or operation of any other provision,
and such invalid provision shall be deemed to be severed from this
Agreement.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement
----------------------------------- ----------------------------------------
THE COMPANY THE LICENSEE
by: ______________title:_____________ by: _____________title: _____________
date: date:
CAT4VIEW
by: ______________title:_____________
date:
4
EXHIBIT A
SPECIFICATIONS OF THE WATCHOW PORTAL AND RISK FACTORS
Introduction
Watchow is a global IP (Internet Protocol) and TV portal that offers a
comprehensive branded network of properties and services to consumers and
businesses worldwide. As an online access to the cross-media, xxx.xxxxxxx.xxx is
a leading concept desktop in terms of multi-devices access, Personal video
recording On Line, household and business cross-media user access. Watchow's
global brand intends to reach the largest audience worldwide. Watchow is a new
template for leading providers of comprehensive online products and services to
consumers and businesses worldwide.
DETAILS
Domain Name: XXXXXXX.XXX
Registrar: NETWORK SOLUTIONS, INC.
Whois Server: xxxxx.xxxxxxxxxxxxxxxx.xxx
Referral URL: xxxx://xxx.xxxxxxxxxxxxxxxx.xxx
Name Server: XX0.XXXX.XX
Name Server: XXXXX.XXXX.XX
Status: ACTIVE
Updated Date: 15-feb-2004
Creation Date: 08-apr-2003
Expiration Date: 08-apr-2005
The Pre-Made Watchow
The pre-made Watchow is part of the Watchow Portal. It is a template concept
that the Licensee can use to create its own Visual aggregations by simply adding
the Licensee's company name to the frame, through any graphics and players
program, or by web development to customize the concept for the Licensee and or
for its clients.
5
INTELLECTUAL PROPERTY RIGHTS
The Watchow Portal includes all Intellectual Property Rights related to the the
Watchow Portal. However, all marks, graphics, logos, page headers, button icons,
and scripts of third parties that appear on Watchow Portal's site are the
property of their respective owners.
RISK FACTORS
Watchow concept compete with many other concept providers of online navigation,
Web search, IP TV provider, information, entertainment, business, recruitment,
community, electronic commerce, and Internet access services. As Watchow expands
the scope of IP DVB TV offerings, the Licensee will compete directly with a
greater number of internet sites, media companies, and companies providing
business services across a wide range of different online services, including:
o companies offering communications, web searches, commercial
searches, information, community and entertainment services and
internet access either on a stand alone basis or integrated into
other products and media properties;
o vertical markets in which competitors may have advantages in
expertise, brand recognition, available financial and other
resources, and other factors;
o online employment recruiting companies; and
o online merchant hosting services.
In order to compete effectively, the Licensee may need to expend significant
internal engineering resources or acquire other technologies and companies to
provide or enhance Watchow capabilities. If Licensee is unable to maintain or
expand its customer and user base in the future, Watchow revenues may decline.
