EXHIBIT 10.13
Guidance Solutions, Inc.
0000 Xxx Xxx Xxxxxx
Xxxxxx xxx Xxx, Xxxxxxxxxx 00000
October 30, 1999
XxxxxXxxxx.xxx Inc.
The Right Start, Inc.
0000 Xxxxxxxx Xxxxxx Xxxxx, Xxxx X
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
Reference is made to that certain Services Agreement (the "Services
Agreement") dated as of even date herewith by and among Guidance Solutions, Inc.
("Developer") and The Right Start, Inc ("RSI"). Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms in the
Services Agreement.
WHEREAS, RSI has entered into a Services Agreement with Developer for
the purpose of developing the website located at xxx.xxxxxxxxxx.xxx and other
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websites as designated (the "RightStart Websites");
WHEREAS, pursuant to the Section 5.3 of the Services Agreement,
Developer granted to RSI, XxxxxXxxxx.xxx Inc. ("XX.xxx," and together with RSI,
"Right Start") and certain third parties a license to use the Guidance Solutions
Software and its Derivatives for the purpose of enabling access to and use of
the RightStart Websites by end users (the "License");
WHEREAS, RSI has entered into an Intellectual Property Agreement (the
"IP Agreement") dated as of July 9, 1999 with XX.xxx;
WHEREAS, pursuant to Section 3.01 of the IP Agreement, RSI granted to
XX.xxx a sublicense to use the Guidance Solutions Software and its Derivatives
(the "Sub-License," and together with the License, the "Guidance Licenses");
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the undersigned hereby agree as follows:
1. The Guidance Licenses shall be used for the sole purpose of
enabling access to and use of one or more web sites by end users.
2. Except for the Sub-License and as provided in Section 3 below,
neither XX.xxx nor RSI will transfer or sub-license the Guidance Licenses (or
Derivatives thereof) to any person or entity, without first receiving
Developer's prior written consent.
3. Notwithstanding the foregoing, XX.xxx shall be permitted to
transfer or sub-license the Guidance Licenses to a successor to all or
substantially all of XX.xxx's business or assets without Developer's consent, so
long as such successor, at the time of transfer or sub-licenses, is not a direct
competitor of Developer and such successor agrees to be bound by the
confidentiality provisions in the Services Agreement or substantially similar
confidentiality provisions reasonably acceptable to Developer.
If the foregoing meets with your understanding of the arrangement
between the parties, please countersign a copy of this letter and return such
copy to us.
Very truly yours,
GUIDANCE SOLUTIONS, INC.
By: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx
President
Agreed and accepted as of the
date first set forth above
THE RIGHT START, INC.
By: /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
Chief Financial Officer and Secretary
XXXXXXXXXX.XXX INC.
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
President
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