EXHIBIT A
SOFTWARE LICENSE AGREEMENT
This Agreement is entered as of June 19, 1998 between UNITED LEISURE
CORPORATION, a Delaware corporation ("ULC"), and UNITED LEISURE INTERACTIVE,
INC., a Delaware corporation ("ULI"), with reference to the following facts:
a. ULC is the owner of all right, title and interest in certain
proprietary computer software, know-how and related technology
utilized in various interactive multimedia applications, and
the subject of a patent application (No. 06/899,712) filed by
ULC with the United States patent office in July, 1997.
b. ULC desires to license to ULI and ULI desires to license from
ULC, on the terms and conditions set forth below, the
Technology (as hereinafter defined) for all travel related
applications.
NOW, THEREFORE, in consideration of the agreement by ULC to cooperate
with and assist ULI in maintaining and operating the Technology and the payment
by ULI to ULC of $1000, and other good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, the parties hereto agree as
follows:
1. License of Product.
A. ULC hereby grants to ULI an exclusive, worldwide and
perpetual license to use the Technology for all travel-related applications (but
for no other applications whatsoever) (the "License"), to use and duplicate the
materials described in the above referenced patent application together with all
materials related thereto and all copyrights, patents, trade secrets,
intellectual and other proprietary rights therein that may presently exist with
respect thereto, including without limitation, source and object code, file and
screen layouts, listings, reference manuals, operating instructions, procedures,
documentation and methodology developed now or in the future in connection
therewith (such software and related materials and items hereinafter being
collectively referred to as the "Technology").
B. ULC agrees that the License above shall be exclusive.
C. Without the prior written consent of ULC, ULI may not
transfer the License or sublicense any rights in or to the Technology granted
ULI pursuant thereto; provided, however, that ULI may, without ULC's consent,
transfer the License and/or sublicense all or any part of its rights in or to
the Technology granted pursuant thereto to Genisys Reservation Systems, Inc., a
New Jersey corporation, or to any person or entity controlled, controlling or
under common control therewith.
D. The License includes the right to copy the Technology or any part
thereof in object code, source code, printed or machine readable form and to
disclose it to third parties in connection with development or maintenance
services rendered by such third parties; provided reasonable security
precautions are taken to prevent unauthorized copying or disclosure of the
Technology or any part thereof; any such third party executes a confidentiality
agreement with respect thereto; and that at all times ULC's ownership thereof is
prominently displayed on all such copies.
2. Representations and Warranties of ULC. ULC represents and warrants
to ULI as follows:
A. ULC is duly organized, validly existing corporation in good
standing under the laws of the State of Delaware.
B. ULC has all requisite corporate power and authority to
execute, deliver and perform this Agreement. The execution and delivery of this
Agreement has been duly authorized by the Board of Directors of ULC; and the
consummation of the transactions contemplated hereby does not require, on behalf
of ULC, the consent, approval, or authorization of any person or public
authority, other than consents, approval and authorizations which have already
been obtained.
C. ULC is the sole owner of all right, title and interest in
and to the Technology and is the originator of the Technology.
D. There are no outstanding or effective assignments, grants,
liens, charges, licenses, mortgages, options or agreements, express or implied
which may or can in any manner whatsoever limit, abridge, modify or defeat the
rights to the License hereby conveyed to ULI.
E. The Technology is suitable for its intended use, of
merchantable quality and free from material defects.
F. The Technology is based on trade secret information not
known to the public or available elsewhere in the same or similar form. So long
as the License is an exclusive license, ULC will take all reasonably necessary
action to prevent any unauthorized reproduction or distribution of the
Technology.
G. No claims have been asserted, or to the best of ULC's
knowledge, are threatened, based upon any alleged infringement of any party's
proprietary rights in connection with the License or the use of the Technology.
H. The execution and delivery of this Agreement by ULC does
not, and the consummation of the transactions contemplated by this Agreement
will not, result in the breach of any term or provision of, or constitute a
default under any charter or article provision, bylaw, agreement, indenture,
instrument, order, law or regulation to which ULC is or may be a party or by
which it or its property is bound or result in the creation of any lien, charge,
or encumbrance upon any of the property or assets of ULC.
3. Representations and Warranties of ULI. ULI hereby represents and
warrants to ULC that:
A. ULI is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware.
B. ULI has all requisite corporate power and authority to
execute, deliver and perform this Agreement. The execution, delivery and
performance of this Agreement by ULI has been duly authorized by the Board of
Directors of ULI and the consummation of the transactions contemplated herein
does not require, on behalf of ULI, the consent, approval of authorization of
any person or public authority, other than those consents, approvals and
authorizations which have already been obtained.
C. The execution and delivery of this Agreement by ULI does
not, and the consummation of the transactions contemplated by this Agreement
will not, result in the breach of any term or provision of, or constitute a
default under any charter or article provision, bylaw, agreement, indenture,
instrument, order, law or regulation to which ULI is or may be a party or by
which it or its property is bound or result in the creation of any lien, charge,
or encumbrance upon any of the property or assets of ULI.
4. Confidentiality. Except as may be otherwise required by law, all
source codes and object codes for the Technology and any other confidential and
proprietary information related thereto, whether existing now or in the future,
shall be treated as strictly confidential and trade secret information and shall
not be disclosed by ULI to any person, firm or other entity.
5. Entire Agreement; Amendments. This Agreement constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings, oral and written, among the
parties hereto with respect thereto. This Agreement may be amended by the
parties hereto at any time, but only by an instrument in writing duly executed
and delivered by each of the parties hereto.
6. Severability. If one or more of the provisions contained herein
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not effect any of
the other provisions of this Agreement, but this Agreement shall be construed as
if such invalid, illegal or unenforceable provision or provisions had never been
contained herein.
7. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
8. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the day and year first written above.
UNITED LEISURE CORPORATION
By:
Xxxxx Xxxxxxx, President
UNITED LEISURE INTERACTIVE, INC.
By:
Xxxxx Xxxxxxx, President
