[***PORTIONS OF THIS EXHIBIT MARKED BY BRACKETS ("[***]") OR OTHERWISE
IDENTIFIED HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.***]
EXHIBIT 10.15
LICENSE AGREEMENT
-----------------
THIS AGREEMENT effective as of July 31, 1996 between Global Imaging Systems,
Inc., a Delaware corporation located at 00000 X. Xxxx Xxxxx, Xxxxx 000, Xxxxx,
Xxxxxxx 00000 ("Licensor") and Copelco Capital, Inc., a Delaware corporation
located at Xxx Xxxxxxx Xxxxx, Xxxx Xxxxx, Xxx Xxxxxx 00000 ("Licensee").
WHEREAS, Licensor is in the business of providing financial services to its
subsidiaries (each, a "Global Subsidiary" and collectively, the "Global
Subsidiaries") to enable them to, among other things, sell or lease photocopiers
and other equipment ("Equipment") to its customers ("Customers")
WHEREAS, Licensee is in the business of leasing various types of equipment
including without limitation equipment similar to Licensor's Equipment;
WHEREAS, Licensor is the owner of the name and tradename "GLOBAL IMAGING
SYSTEMS" and such other trademarks, tradenames and logos as appear on Exhibit
"1" attached hereto and made a part hereof (collectively, the "Tradename");
WHEREAS, Licensee desires to obtain and Licensor is willing to grant a
non-exclusive license to Licensee to use the Tradename in a program for the
leasing of Equipment sold to Licensee by the Global Subsidiaries (the "Leasing
Program") and leased by Licensee to the Customers under Licensor's form of lease
agreement (the "Lease") and other documents entered into in connection with the
Lease modified to include some or any portion of Licensor's Tradename (the
"Lease Documents") in the manner described and upon the terms and conditions
described below.
NOW, THEREFORE, intending to be legally bound hereby, and in consideration of
the initial covenants herein contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Grant of License. Subject to the terms and conditions specified
----------------
herein, Licensor hereby grants to Licensee a nontransferable and non-exclusive
license to use the Tradename (a) in all documents prepared by Licensee or any
Global Subsidiary in connection with the Leasing Program, including the Lease
and Lease Documents and all invoices for billing and collection of sums due
thereunder, and (b) in all billing and collection activities involved in the
Leasing Program. Nothing in this Agreement shall affect Licensee's rights and
obligations as lessor under the Lease and Lease Documents and Licensee's
ownership of the Equipment.
2. Supervision of License. Upon the request of Licensor, Licensee shall
----------------------
furnish to Licensor copies of the form of documents in which the Tradename is
used by Licensee.
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[***Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.***]
3. Lease Rates. The lease rates shall be mutually agreed upon by the
-----------
parties from time to time as set forth herein. All lease rates used by the
parties shall be set forth in writing upon mutual agreement by the parties. Any
rate change must be received at least 30 days prior to such rate change becoming
effective. Any rate change will become effective on the first calendar business
day of a specified month which date shall be at least 30 days after the
above-referenced mutual agreement with respect to such rate change. Such rate
changes shall only be effective with respect to applications submitted to
Licensee after the effective date.
4. Term. The term of this Agreement shall be three (3) years, provided,
----
however, that either party may terminate this Agreement at any time, upon ten
(10) days prior notice to the other party. In the event of termination, the
license granted hereunder and any obligations hereunder shall continue as to any
Lease Document, and the billing and collection thereunder, then existing at the
time of the termination.
5. Fees. In consideration of Licensor's granting to Licensee the use of
----
the Tradename, for each Lease where the Tradename is used, Licensee shall pay
to Licensor [**]
6. Billing and Collection; Endorsement of Checks. (a) All billing and
---------------------------------------------
collection of rentals and other amounts due under the Leases shall be done by
Licensee in the name of Licensor. All bills sent by Licensee shall direct the
Customers to remit such rentals and other payments to Licensee's offices or to a
post office box or lockbox designated by and controlled by Licensee.
Notwithstanding anything in this Agreement to the contrary, all payments due and
to become due under the Leases shall be the sole property of Licensee.
(b) In the event that a Customer becomes more than ninety (90) days
delinquent under a Lease, Licensee shall pursue its collection efforts, whether
through litigation or otherwise, in its own name. In addition, in the event that
a receiver or trustee of Licensor or its assets is appointed or a petition is
filed by or against Licensor under the Bankruptcy Code or other insolvency laws
or Licensor has breached any of the representations, warranties or covenants
contained in this Agreement, Licensee shall have the right to disclose this
Agreement to the Customers under the then existing Leases and to pursue all
further billing and collection of amounts due under such Leases in its own name.
(c) Licensor hereby grants to Licensee an irrevocable power of
attorney to endorse without recourse, Licensor's name upon any and all checks,
notes, drafts or other instruments received by Licensee with respect to the
Leases and to take any action and to execute any instrument or document that
Licensee may deem necessary or advisable from time to time in its sole
discretion to collect the rentals and other amounts due under the Leases and to
exercise and enforce any and all rights, powers, and remedies thereunder.
(d) Licensor shall remit to Licensee, within two (2) business days
after receipt, any and all rentals and other amounts which Licensor or any
Global Subsidiary may receive
-2-
from any Customer under any Lease at any time. Until remitted to Licensee, all
such rents and other amounts shall be held in trust by Licensor for the sole
benefit of Licensee. Licensee shall remit to Licensor, within two (2) business
days after receipt, any and all amounts which Licensee may receive from any
Customer which were paid by the lessee for the benefit of Licensor under any
Lease at any time. Until remitted to Licensor, all such rents and other amounts
shall be held in trust by Licensor for the sole benefit of Licensor.
7. Representations and Warranties. Licensor hereby represents and
------------------------------
warrants, which representations and warranties shall survive execution of this
Agreement, as follows:
A. As to each Lease and the subject Equipment, neither Licensor nor
a Global Subsidiary has not entered into any agreement with the Customer or a
Global Subsidiary which would change the terms and conditions of the Lease or
impair Licensee's rights to collect the proceeds of the Lease;
B. Licensor is validly organized, existing and in good standing in
its state of incorporation and is duly qualified to do business in the state
where its business requires it to be so qualified.
8. Buyouts, Upgrades and Renewals. All buyouts, upgrades and renewals of
------------------------------
Licensor's Customers shall be determined in accordance with mutually agreed upon
written terms and conditions.
9. Credit Authorizations and Transmission of Business Data. Licensee
-------------------------------------------------------
shall at all times maintain a toll free 800 telephone number for the
transmission of Customers' applications for both voice applications and
facsimile applications. Such toll free telephone number shall be provided
without charge to Licensor and/or Global Subsidiaries. In addition, Licensor
shall provide within 180 days of the execution of this Agreement, at its
expense, modem access by Licensor and the Global Subsidiaries to Licensee for
purposes of transmitting applications and meter reading data. Licensor and
Licensee use reasonable efforts to develop an expanded interface beyond that
discussed above between Licensor computer systems and Licensee computer systems.
Credit approval shall be made, in a time period acceptable to Licensor, in
accordance with Licensee's standard credit standards and at its sole discretion.
10. No Relationship. It is understood and agreed that no agency,
---------------
employment or partnership relationship is hereby created by the parties and the
business operated by Licensee is separate and apart from any which may be
operated by Licensor. It is agreed that Licensee is not an affiliate of
Licensor, and no representations will be made by either party which would create
an agency, employment or partnership relationship. The parties have entered into
this Agreement on an arm's-length basis.
11. Infringement. Licensor warrants that the Tradename and use thereof by
------------
Licensee is and shall be free of any claim of any third party for infringement
of any United States patent, copyright, tradename or trademark. Licensor shall
defend, or may settle at its
-3-
expense, any suit or proceeding against Licensee that is based on a claimed
infringement which would result in a breach of this specific warranty and
Licensor shall pay all damages and costs awarded therein against Licensee due to
such infringement.
12. Confidential Information. Written information furnished by each party
------------------------
to the other hereunder which is identified in writing as confidential, shall be
considered confidential, proprietary and of a trade secret nature to the
furnishing party (the "Confidential Information"). Each party shall use its best
efforts not to disclose any of the Confidential Information to third parties,
except for their respective lenders, accountants and attorneys and except upon
advice by counsel, without the prior written consent of the other, provided,
however, that Licensor hereby consents to Licensee's disclosure of such
information as part of its participation in credit record exchanges and further
provided that the following information will not be considered Confidential
Information for purposes of this section: information which (i) becomes
generally available to the public other than as a result of a disclosure by the
receiving party or its representatives, or otherwise becomes general knowledge,
(ii) was available to the receiving party prior to its disclosure to the
receiving party by the disclosing party or its representatives, or (iii) becomes
available to the receiving party from a source other than the disclosing party
or its representatives. Confidential information includes but is not limited to
the following: Lists of Licensor's Customers and suppliers (provided, however,
that the parties agree that names of customers who become Licensee lessees and
the suppliers shall become part of Licensee's system and subject to disclosure,
although they shall not be identified as Licensor's customers or suppliers);
----------
Lists of employees; Licensor's financing programs; Licensor's list of its
subsidiaries; and Financial statements for customers, which are furnished by
Licensor to Licensee.
13. Non-Recourse. All Leases are non-recourse to Licensor unless
------------
specifically agreed to in writing by the Chief Financial or Operating Officer of
Licensor except for breach of any representation, warranty or covenant
hereunder.
14. Books and Records. License shall allow Licensor reasonable access to
-----------------
all Licensee records related to the Leases.
15. Severability. If any provision of this Agreement is declared invalid
------------
by any tribunal, then such provision shall be deemed automatically adjusted to
the minimum extent necessary to conform to the requirements for validity as
declared at such time and, as so adjusted, shall be deemed a provision of this
Agreement as though originally included herein. In the event that the provision
invalidated is of such a nature that it cannot be so adjusted, the provision
shall be deemed deleted from this Agreement as though such provision had never
been included herein. In either case, the remaining provisions of this Agreement
shall remain in effect.
16. Miscellaneous. This Agreement shall be binding upon and inure to the
-------------
benefit of Licensor and Licensee and their respective successors and assigns.
This Agreement shall be governed in all respects by the laws of the State of
Florida. This Agreement constitutes the entire Agreement between the parties
with respect to the subject matter covered here in
-4-
and shall not be altered or amended except in writing executed by both parties.
If any dispute or controversy between the parties hereto arises out of or
relating to this Agreement or any transaction contemplated hereunder, such
dispute or controversy shall be submitted to arbitration by a panel of three (3)
arbitrators under the Commercial Rules of Arbitration of the American
Arbitration Association in Tampa, Florida. The three (3) arbitrators shall
decide any such matter in accordance with then applicable rules of the American
Arbitration Association or any successor organization. The determination of the
arbitrators shall be final and shall not be subject to judicial review;
provided, however, that any award or determination rendered by the arbitrators
may be entered in any court of competent jurisdiction in the State of Florida
for the Federal District Court for the Middle District of Florida and the
parties hereto consent to the jurisdiction of said courts for the purpose set
forth in this section.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed by its duly authorized officers, all as of the day and year first
above written.
COPELCO CAPITAL, INC. GLOBAL IMAGING SYSTEMS INC.
By:[SIGNATURE ILLEGIBLE] By: /s/ Xxxx Xxxxxxx
------------------------- --------------------------
Title: Sr VP. Title: VP
---------------------- ----------------------
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EXHIBIT 1
Tradenames, Trademarks and Logos
--------------------------------
Global Imaging Systems Inc.
Felco Office Systems, Inc.
Copy Date, Inc.
Border Business, Inc.
Xxxxxx, Inc.
Southern Copy Systems, Inc.
CSS Leasing, LLC
Office Furniture Concepts
AMCOM Office Systems
Xxxxxx Office Products, Inc.
Cameron Office Products, Inc.
Business Equipment Unlimited
-6-
ADDENDUM
--------
THIS ADDENDUM dated SEPTEMBER 30, 1996 to the License Agreement dated July
31, 1996 ("Agreement") between Global Imaging Systems, Inc ("Global") and
Copelco Capital Inc ("Copelco"):
1. All capitalized terms used herein and not otherwise defined shall have
the respective meanings ascribed to them in the Agreement.
2. Paragraph 5 of Agreement is hereby amended to add: "In further
consideration of Licensor granting to Licensee the use of the Trade name,
Licensee agrees to pay to Licensor one percent (1%) of the invoice cost of the
Equipment funded by Copelco. Fees shall be paid to Global by Copelco by the
eighth (8th) day of the month following the date of funding."
3. This Addendum amends the Agreement only to the extent and in the
manner herein set forth, and in all other respects the Agreement is ratified and
confirmed.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by its duly authorized officers, all as of the day and year first
above written.
COPELCO CAPITAL, INC. GLOBAL IMAGING SYSTEMS, INC.
By [SIGNATURE ILLEGIBLE] By /s/ Xxxx Xxxxxxx
------------------------- -------------------------
Title: SrVP Title: VP
--------------------- --------------------
SECOND ADDENDUM
---------------
THIS ADDENDUM dated November 1, 1996 to the License Agreement dated July
31, 1996 ("Agreement") between Global Imaging Systems, Inc and Copelco Capital
Inc ("Copelco"):
1. All capitalized terms used herein and not otherwise defined shall have
the respective meanings ascribed to them in the Agreement.
2. Paragraph 7 of the Agreement is deleted in its entirety and amended to
read:
Representations and Warranties. Licensor hereby represents and warrants,
------------------------------
which representations and warranties shall survive execution of this Agreement,
as follows:
A. As to each Lease and the subject Equipment, neither Licensor nor a
Global Subsidiary has entered into any agreement with the customer or a Global
Subsidiary which would change the terms and conditions of the Lease or impair
Licensee's rights to collect the proceeds of the Lease.
B. Licensor is validly organized, existing and in good standing in its
state of incorporation and is duly qualified to do business in the state where
its business requires it to be so qualified.
C. To the best of Licensor's knowledge all transactions will be validly
made for consideration and represent binding obligations of the person specified
as the lessee, debtor, co-maker or guarantor and the signature tendered are
genuine and valid.
D. There will be no set-off or counter claim at law or equity that could
be effective against the transaction.
E. None of the transactions or signatures will be obtained by fraud or
fraudulent misrepresentation on the part of Licensor or its employees.
F. Licensor will be the sole and absolute owner of any document being
assigned and the Equipment will be free and clear of all liens and encumbrances.
G. Licensor is aware of no circumstances or actions which would affect
the validity of the transaction.
H. All Equipment is new or remanufactured and subject to warranty unless
specified otherwise.
1
I. The Equipment has been delivered to and accepted by the Lessee.
J. Any breach of the aforementioned representations and warranties will
obligate Licensor to cure the breach within thirty (30) days of discovery by
Licensor or notice from Licensee. In the event Licensor is unable to cure the
default within said thirty (30) days, Licensor agrees to repurchase from
Licensee, within five (5) days after notice from Licensee, any said Lease. The
Repurchase Price shall be equal to all amounts then due and the present value of
all payments and other amounts to become due plus the Licensee's anticipated
residual value discounted at Licensee's implicit rate in the transaction.
K. If Licensor fails to pay any part of the Repurchase Amount when due,
Licensee shall be entitled to interest on any unpaid portion of the Repurchase
Price at the rate of 16% per annum (but only to the maximum extent permitted by
law) from the date due until paid plus reasonable attorneys' fees and costs
incurred by Licensee in the enforcement of its rights hereunder, and any and all
remedies it may have by law or equity. In addition, in the event of non-payment
of the Repurchase Price, Licensee shall have the right to set-off any amounts
due Licensor in payment, thereof.
L. Licensor's obligations herein are continuing, unconditional and primary
obligations. Nothing that Licensee does or leaves undone will in any way affect,
reduce or discharge Licensor's obligations. Any notice or demand hereunder shall
be in writing and sent by certified mail, return receipt requested, or
overnight delivery to the other party. Notice shall be deemed given 3 days after
the date mailed if sent by registered mail or when sent, if sent by overnight
mail.
M. No failure on the part of the Licensee to exercise any right or remedy
and no delay in exercising any right or remedy shall operate as a waiver
thereof.
This Addendum amends the Agreement only to the extent and in the manner
herein set forth, and in all other respects the Agreement is ratified and
confirmed.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed by its duly authorized officers, all as of the day and year first
above written.
COPELCO CAPITAL, INC. GLOBAL IMAGING SYSTEMS, INC.
(LICENSEE) (LICENSOR)
By [SIGNATURE ILLEGIBLE] By /s/ Xxxx Xxxxxxx
---------------------------- ------------------------------
Title: Vice President Title: VP
------------------------ --------------------------
2
GLOBAL IMAGING SYSTEMS INC.
LEASE AGREEMENT MODIFICATION
As discussed our dealers are adamantly against the lease renewal verbiage, of
the Lease Agreement, that states that the agreement will renew for additional
terms of 12 months each.
Therefore, we suggest that the following modification be made to Section 5 of
the Lease Agreement, on an exception basis when needed:
- CROSS OUT THE VERBIAGE-"FOR ADDITIONAL TERMS OF TWELVE (12) MONTHS
EACH."
- INSERT THE VERBIAGE-"ON A MONTH TO MONTH BASIS"
The sales rep and the customer will each initial the modification on the
document.
The Xxxxxx dealer group will use this verbiage as a rule and not as an
exception.
We signify our acceptance of this modification by our signatures below:
/s/ Xxxx Xxxxxxx 9-24-96 /s/ Xxxx Xxxx
-------------------------------- ------------------------------------
Xxxx Xxxxxxx Date Xxxx Xxxx Date
Global Imaging Systems Inc. Copelco Capital
ADDENDUM
--------
THIS ADDENDUM dated September 25, 1997 to the License Agreement dated July
31, 1996 ("Agreement") between Global Imaging Systems, Inc. ("Global") and
Copelco Capital, Inc, ("Copelco").
The Agreement is amended as follows:
1. Southern Business Communications Inc. shall hereby be added to Exhibit
"1" ("Tradenames") of the Agreement.
2. Upon written notice to Copelco by Global, any future tradenames that are
acquired by Global shall be deemed to be added to Exhibit "1" of the Agreement.
3. This Addendum amends the Agreement only to the extent and in the manner
herein set forth, and in all other respects the Agreement is ratified and
confirmed.
IN WITNESS WHEREOF, each of the parties hereto has cause this Agreement to
be executed by its duly authorized officers, all as of the day and year first
above written.
COPELCO CAPITAL, INC. GLOBAL IMAGING SYSTEMS,
On behalf of itself and its wholly
owned subsidiaries identified on
Exhibit "1" to the Agreement.
By [SIGNATURE ILLEGIBLE] By /s/ Xxxx Xxxxxxx
----------------------- -------------------------
Title Vice President Title VP/COO
-------------------- ----------------------
