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Exhibit 10.13
AGREEMENT
MADE as of this 16th day of July 1996, by and between:
XXX XXXXX, an individual, ("REDDY" hereinafter)
AND
SEEC, INC., a Pennsylvania corporation, ("SEEC" hereinafter),
WITNESSETH:
WHEREAS, REDDY has paid funds to SEEC totalling $75,000.00 to finance
research and development of the PRODUCT as hereinafter defined, and has
therefore acquired an interest in the PRODUCT; and
WHEREAS, SEEC wishes to purchase REDDY'S said interest in the PRODUCT
for a total consideration of sixty six thousand six hundred and eighty eight
shares of SEEC'S common stock; and
WHEREAS, REDDY is willing to take the aforesaid shares of SEEC stock as
full payment for his interest in the said PRODUCT;
NOW THEREFORE:
For and in consideration of the mutual covenants contained herein, and
intending to be legally bound hereby, the parties hereto do covenant and agree
as follows:
Section 1. Definitions: For the purposes of this Agreement, the following words
shall have the following meanings:
(a) "PRODUCT" means a Parser for embedded TOTAL/SUPRA database
manipulation language (DML), which will enable analysis and
loading of database operations in COBOL programs that use
Cincom's TOTAL and SUPRA databases. The products are
written using LEX and YACC and require understanding the
syntax and semantics of the DML.
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Section 2. Payment of Purchase Price. SEEC hereby transfers and assigns to
REDDY, free and clear of all liens, claims and encumbrances, all right title
and interest in and to Share Certificate No. 18 representing sixty six thousand
six hundred and eighty eight (66,688) shares of the common stock of SEEC
("Share Certificate"), in full payment of REDDY'S interest in the PRODUCT.
REDDY hereby acknowledges receipt of the said Share Certificate. SEEC warrants
that it has the legal ability to issue the shares represented by the said Share
Certificate, and that the said shares are free and clear of all liens, claims
and encumbrances.
Section 3. Transfer of REDDY'S Interest in the PRODUCT. REDDY hereby assigns,
transfers, remises and forever quitclaims to SEEC, free and clear of all liens,
claims and encumbrances, all of REDDY'S right, title and interest in and to the
PRODUCT whatsoever, whether legal or equitable, whether statutory or under
common law, which interest arose out of REDDY'S funding of the research and
development of the PRODUCT. This assignment and transfer does not renounce any
interest which REDDY may have in the PRODUCT deriving from his status as an
existing shareholder of SEEC, which interest he shares with all other
shareholders of SEEC REDDY warrants that he has the legal ability to transfer
and assign to SEEC his aforesaid interest in the PRODUCT, and that the said
interest is free and clear of all liens, claims and encumbrances.
Section 4. Binding Arbitration: The parties agree that all claims, disputes and
other matters in question between them, arising out of or related to this
Agreement, and the rights, duties and obligations arising thereunder or the
breach thereof, shall be decided by common-law arbitration in Pittsburgh, PA,
in accordance with the Rules of the American Arbitration Association then
prevailing, unless the parties mutually agree otherwise. The parties agree that
with regard to all such claims, disputes and remedies, arising out of this
Agreement, the American Arbitration Association, and the Federal and State
Courts in Pittsburgh, PA and applicable appellate courts, shall have
jurisdiction over their persons. This Agreement shall not be construed as a
consent to arbitrate any dispute with any person who is not a party to this
Agreement, unless either party also has an agreement with such third party or
parties to resolve or adjudicate all disputes and claims between them, by
binding arbitration, and the subject matter is in any way related to the
subject matter of this Agreement.
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Section 5. Governing Law: This Agreement shall be governed by Pennsylvania law,
excluding only its laws on conflicts of laws.
Section 6. Waiver: No action or failure to act by either party shall constitute
a waiver of any right or duty accorded to any of them under this Agreement, nor
shall any such action or failure to act constitute an approval of, or
acquiescence in, any breach hereunder, except as may be specifically agreed to
in writing.
Section 7. Integration and Amendments. The terms and conditions contained
herein constitute the full understanding of the parties, a complete allocation
of the risks between them, and a complete and exclusive statement of the terms
and conditions of their agreement. No conditions, representations, usages of
trade, understandings, or agreements, not contained herein, and purporting to
modify, waive, vary, explain or supplement the terms or conditions of this
contract shall be binding unless hereafter made in writing and signed by a duly
authorized representative of the party to be bound.
Section 8. Successors and Assigns. The terms and conditions of this Agreement
shall be binding on the parties, their respective executors, personal
representatives, heirs, successors in interest and assigns.
Section 9. Gender and Number. All references in this Agreement to the singular
and/or to the masculine gender, shall be deemed to include the plural and/or
feminine, where appropriate.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals,
as of the date first above written.
WITNESS
/s/ XXX XXXXX
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XXX XXXXX
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ATTEST: SEEC, INC.,
(SEAL) /s/ XXXXXXXX XXXX
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Secretary or Treasurer President.
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