LICENSE AGREEMENT
EXHIBIT
10.4
This LICENSE AGREEMENT (this “Agreement”),
effective as of July 19, 2010 (“Effective Date”), is
by and between GlobalOptions, Inc., a Delaware corporation (“Seller”) and
GlobalOptions Services, Inc., a Delaware corporation (“BUYER”).
WHEREAS, Seller, Parent and BUYER have
entered into an Asset Purchase Agreement as, dated as of June 11, 2010 (“Asset Purchase
Agreement”), pursuant to which Seller assigned, transferred and sold to
BUYER all of its right, title and interest in and to the Purchased Assets (as
such term is defined in the Asset Purchase Agreement); and
WHEREAS, Seller is willing to grant to
BUYER an exclusive license to use the Licensed Intellectual Property (as defined
below) within the BUYER Field (as defined below) in accordance with the terms
and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the
premises and mutual covenants and agreements hereinafter set forth, the
sufficiency of which is acknowledged, Seller and BUYER, intending to be legally
bound, hereby agree as follows:
1. Definitions.
“Agreement” has the
meaning set forth in the Recitals.
“Asset Purchase
Agreement” has the meaning set forth in the
Recitals.
“Business” means
Parent’s and Seller’s FSIU Business Unit (as defined in the Asset Purchase
Agreement) as presently conducted and any additional services that BUYER may in
the future elect to provide in connection with insurance underwriting,
regulatory compliance and claims, including without limitation, durable medical
equipment (processing and delivery), transportation and translation services,
Medicare set-asides, home health care, utilization review and xxxx review,
re-employment service and pharmacy benefits management.
“BUYER” has the
meaning set forth in the Recitals.
“BUYER Field” means the fields of
business included in the Business.
“Confidential
Information” means, as to any party (“Disclosing Party”)
all information and data provided by or on behalf of such party to the other
party (“Receiving
Party”) in written or other tangible medium and marked as confidential,
or if disclosed orally, confirmed in writing within thirty (30) days after
disclosure, except any portion thereof which: (a) is in the public domain as of
the date of this Agreement; (b) enters the public domain after the date of this
Agreement through no fault of the Receiving Party; (c) is communicated to the
Receiving Party after the date of this Agreement by a third party free of any
obligation of confidentiality; or (d) is independently developed by the
Receiving Party without use of, access to, or reference to the Confidential
Information of the Disclosing Party.
“Effective Date” has
the meaning set forth in the Recitals.
“Law” has the meaning
set forth in the Asset Purchase Agreement.
“Licensed Intellectual
Property” means
the intellectual property set forth on Schedule A.
“Parent” means
SellerOptions Group, Inc., a Delaware corporation.
“Participating Party”
shall have the meaning set forth in Section 6.2(e).
“Person” has the
meaning set forth in the Asset Purchase Agreement.
“Seller” has the
meaning set forth in the Recitals.
2. Grant of Rights and
Approvals
2.1 License. Subject
to the terms of this Agreement, and in consideration of the amounts payable by
BUYER to Seller and Parent under the Asset Purchase Agreement and of the mutual
covenants and agreements contained herein and in the Asset Purchase Agreement,
Seller hereby grants to BUYER, and BUYER hereby accepts a worldwide, perpetual,
irrevocable, exclusive, royalty-free, fully paid-up right and license (including the right to sublicense), solely in
the BUYER Field to (i) use the Licensed
Intellectual Property, and (ii) make, have made, import, and sell and offer to
sell, lease, and otherwise distribute or transfer any products or services that
embody or use any portion(s) of the Licensed Intellectual
Property. The foregoing license shall include BUYER’s right to (i)
have administrative access to maintain and manage the xxxxxxxxxxxxx.xxx website
and to coordinate maintenance of the xxxxxxxxxxxxxxxxxx.xxx website and to
enable customers accessing the each such website to access BUYER’s other
websites through links and/or click-through on the xxxxxxxxxxxxx.xxx and xxxxxxxxxxxxxxxxxx.xxx websites in a manner
consistent with the current links for the Business on such
websites. Any services provided by BUYER for Seller with respect to
the xxxxxxxxxxxxx.xxx and xxxxxxxxxxxxxxxxxx.xxx websites shall be covered
by the Transition Services Agreement between the parties. Within 90
days after the date of this Agreement the parties shall separate the websites
and email addresses so that the xxxxxxxxxxxxx.xxx website and email address is
used exclusively for BUYER and the xxxxxxxxxxxxxxxxxx.xxx website and email
address is used exclusively for Seller.
2.2 Exclusivity. Seller shall not, directly use or practice
in any manner whatsoever the Licensed Intellectual Property in the BUYER Field,
nor will Seller grant to any third-party any right or license that may include
the Licensed Intellectual Property for use or practice in the BUYER
Field. For clarity, Seller shall cease to have any right to use or
license the Licensed Intellectual Property after BUYER purchases the Licensed
Intellectual Property. Seller shall not license the Xxxxx Xxx
Xxxx Associates business or the Bode Technology business or any new commercial business, nor shall Seller license
any third party, to use the Licensed Intellectual Property; provided, however,
that the foregoing shall not restrict Seller’s right to continue using the
“GlobalOptions Group” name and associated logos as part of its corporate
identity.
2.3 Maintaining
Distinctiveness. BUYER shall maintain the distinctiveness of
the Licensed Intellectual Property and the image and high quality of the goods
and services bearing the Licensed Intellectual Property presently offered by
Seller. At Seller’s reasonable request, BUYER shall provide Seller an
opportunity to review BUYER’s use of the trademarks that are Licensed
Intellectual Property to facilitate the Seller’s maintenance of quality control
of such trademarks.
3. Purchase of Licensed
Intellectual Property
3.1 Seller
shall sell and BUYER shall purchase the Licensed Intellectual Property for the
additional payment of $1.00 twenty four (24) months after Seller completes the
sale of the last business unit (Xxxxx Xxx Xxxx Associates business
unit and the Bode Technology business unit) or, if earlier, on the date that
Seller is acquired is no longer obligated to file reports with the Securities
and Exchange Commission, provided that Seller has obtained any shareholder
approval required for its name change (which approval Seller shall use its best
efforts to obtain once Seller is no longer required to file such
reports).
3.2 Seller
shall promptly notify BUYER when the circumstance described in Section 3.1
arise, at which time BUYER shall provide Seller with the documentation necessary
to transfer such Licensed Intellectual Property to BUYER, and Seller shall
thereafter execute such documentation so that BUYER may record the same with any
appropriate Governmental Authority.
3.3 Seller
shall take all steps necessary to protect and preserve the Licensed Intellectual
Property, including keeping all registrations and filings current, and shall not
sell or assign the Licensed Intellectual Property and will not otherwise enter
into any agreement or grant any right, license, or lien to any third party which
in any way restricts Seller’s right to sell all of right, title and interest in
and to the Licensed Intellectual Property to BUYER free and clear or any liens,
claims or encumbrances.
3.4 If
after sale of the Licensed Intellectual Property to BUYER, Seller has a
continuing need to use the name “GlobalOptions Group” and associated logos to
comply with any continuing corporate filing or reporting obligation that Seller
may have, BUYER shall grant Seller a non-exclusive, royalty-free and fully paid
license to use such name and logos to the extent necessary to enable Seller to
comply with such obligations.
4. Limitation of
Liability;
Indemnification.
4.1 EXCEPT FOR AMOUNTS PAYABLE WITH RESPECT TO THIRD PARTY
INDEMNIFICATION CLAIMS UNDER SECTION 4.2, NEITHER PARTY SHALL BE LIABLE
TO THE OTHER PARTY FOR LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, HOWEVER CAUSED,
UNDER ANY THEORY OF LIABILITY.
4.2 Seller will indemnify and hold harmless BUYER and its
members, officers, partners, agents, successors and assigns from any and all
losses, liabilities, damages, demands, judgments, assessments and costs and
expenses arising from or in connection with (A) any breach of Seller’s
representations, warranties or covenants under this Agreement, (B) any claim
that any Licensed Intellectual Property or its use infringes or misappropriates
any Intellectual Property Right of a third party and (C) Seller’s use,
promotion, sale or distribution of any of the Licensed Intellectual Property in
the Business and/or BUYER Field. BUYER will indemnify and hold harmless Seller and its directors,
officers, partners, agents, successors and assigns from any and all losses,
liabilities, damages, demands, judgments, assessments and costs and expenses
arising from or in connection with BUYER’s use, promotion, sale or distribution
of any of the Licensed Intellectual Property outside of the Business and/or
BUYER Field. Notwithstanding any provision in this Agreement, the
indemnification herein shall be limited to the indemnification set forth in the
Asset Purchase Agreement.
5. Confidentiality.
5.1 Nondisclosure. Confidential
Information of each party is the exclusive property of such
party. Confidential Information of either party may be used by the
other party only in connection with the performance of this Agreement or the
exercise of the licenses set forth in this Agreement. Each party will
protect the confidentiality of Confidential Information of the other party in
the same manner that it protects the confidentiality of its own proprietary and
confidential information of a similar nature, including, without limitation, by
entering into appropriate confidentiality agreements with employees, independent
contractors and subcontractors. Access to and use of Confidential
Information will be restricted to those of Seller’s and BUYER’s employees or
contractors engaged in a use permitted under this Agreement and who have been
apprised of the confidential nature of such information. Each party
will be responsible for any breaches of this Section 5 by its employees or
contractors.
5.2 Disclosure Upon
Process. In the event either party receives a subpoena, or
other validly-issued administrative or judicial process, requesting that
Confidential Information of the other party be disclosed, it will promptly
notify the other party of such receipt. The party receiving such
request will thereafter be entitled to comply with such subpoena or other
process, only to the extent required by applicable Law; provided that any
receiving party that is required by applicable Law to disclose any Confidential
Information shall provide, so far as practicable and subject to compliance with
Law, the providing party with prompt prior written notice of such request or
requirement, and shall cooperate with the providing party to seek an appropriate
protective order or other remedy or to take steps to resist or narrow the scope
of such request or legal process.
5.3 Breach. Breach
or threatened breach of this Section 5 could cause irreparable harm to the
affected party and such party shall be entitled, without first exhausting other
remedies or procedures, to seek equitable relief, including injunctive relief,
in addition to all of its other rights and remedies at Law or in equity that may
be available to it.
6.
Defense and Enforcement of
Licensed Intellectual Property.
6.1 Notice. During
the term of this Agreement, each of Seller and BUYER shall use reasonable
efforts to promptly inform the other in writing of any infringement of the
Licensed Intellectual Property by a third party of which it has knowledge and
shall provide the other party with any readily available information relating to
such infringement.
6.2 Defense and Enforcement only
in the BUYER Field. BUYER shall have the first right, but not
the obligation, to pursue, institute, and control any defense or enforcement of
the Licensed Intellectual Property solely in the BUYER Field, including, without
limitation, restraining or preventing any infringement thereof, responding to
any declaratory judgment action alleging invalidity or non-infringement thereof,
or responding to any counterclaim or response by a Person in connection with an
action for enforcement thereof undertaken by BUYER as permitted
herein. Subject to the terms set forth herein, BUYER may collect and
retain for its own use all damages, profits, settlements and awards of whatever nature recoverable
from such defense and enforcement.
6.3 Defense and Enforcement only
outside BUYER Field. Seller shall have the first right, but
shall not the obligation, to pursue, institute and control any defense or
enforcement of the Licensed Intellectual Property, outside the BUYER Field,
including, without limitation, restraining or preventing any infringement
thereof, responding to any declaratory judgment action alleging invalidity or
non-infringement thereof, or responding to any counterclaim or response by a
Person in connection with an enforcement action undertaken by
Seller. Seller may collect and retain for its own use all damages,
profits, settlements and awards of whatever nature recoverable from such defense
and enforcement.
6.4 Defense and Enforcement in
and outside BUYER Field. Unless BUYER has purchased the
Licensed Intellectual Property pursuant to this Agreement, Seller shall retain
all rights, but shall have no obligation, to pursue, institute and control any
defense or enforcement of the Licensed Intellectual Property with respect to
possible infringement occurring both within and outside the BUYER Field; provided, however, that BUYER
will have participation rights (as set forth below) in the BUYER Field with
respect to such suit or action. If, with respect to any
possible infringement, within sixty (60) days following BUYER’s notification
that BUYER requests Seller to enforce or defend the Licensed Intellectual
Property against an alleged infringer thereof, Seller does not exercise its
option to enforce or defend such Licensed Intellectual Property then, within the
BUYER Field, BUYER shall have the right to pursue the alleged infringer or take
control of any action initiated by Seller at BUYER’s expense, and to collect for
its own use all damages, profits, settlements, and awards of whatever nature
recoverable from such enforcement. In any such case, Seller will, to
the extent permitted under applicable Law, substitute BUYER as party plaintiff
for purposes of pursuing any alleged infringer. BUYER will confer
with Seller in the manner that it will pursue any enforcement or defense of the
Licensed Intellectual Property pursuant to the terms set forth herein and will
keep Seller reasonably apprised of all notices, communications and other
documentation related to such enforcement or defense action, and Seller shall
have, at its cost and expense, “participation rights” in any such actions
concerning the Licensed Intellectual Property outside the BUYER
Field. The costs of prosecuting or defending any action pursuant to
this Section shall be borne by the party prosecuting or
defending. Any recoveries from such action shall first be used to
reimburse the parties for the costs of undertaking the action. The balance shall
be divided between the parties in accordance with the percentage of the recovery
attributable to infringement within the BUYER Field and outside the BUYER
Field. If the infringement is not resolved through litigation or the
court fails to allocate damages in accordance with infringing activities within
the BUYER Field and outside the BUYER Field and it is not otherwise clear given
the nature of the enforcement action (e.g., BUYER’s enforcement solely within
the BUYER Field would result in only damages attributable to the BUYER Field),
the parties shall negotiate in good faith regarding the portion of the recovery
allocable to each party based upon infringement within the BUYER Field and
outside the BUYER Field Once BUYER has purchased the Licensed Intellectual
Property pursuant to this Agreement, BUYER shall have all rights, but shall have
no obligation, to pursue, institute and control any defense or enforcement of
the Licensed Intellectual Property with respect to possible infringement
occurring both within and outside the BUYER Field.
6.5 Participation Rights.
In all instances where a party has participation rights, the party controlling
such suit or action shall provide the other party (the “Participating Party”)
with copies of all pleadings and other documents proposed to be filed and other
related material submissions and correspondence, in sufficient time to allow for
review and comment by the Participating Party. The controlling party
shall provide the Participating Party and its counsel with an opportunity to
consult with the controlling Party regarding the filing and contents of any
documents proposed to be filed by the controlling party, and other material
submissions and correspondence. The parties acknowledge that
information shared by a party regarding enforcement of the Licensed Intellectual
Property is highly confidential and any disclosure of such information shall be
subject to Section 5 of this Agreement.
6.6 Counterclaims. Notwithstanding
any provisions to the contrary, in the event that any counterclaim or response
by a Person in connection with an enforcement action undertaken by any
prosecuting party is filed, where such counterclaim or response may affect
commercially valuable rights in the Licensed Intellectual Property in which the
other party has primary defense and enforcement responsibility pursuant
hereunder, such party shall have “participation rights”, at its own
expense.
6.7 Agreement to be
Joined. At BUYER’s request and cost, Seller will join as a
party to any defense or enforcement action pursued by BUYER pursuant to this
Agreement and will cooperate and assist, in all reasonable
respects.
6.8 Settlements. No
settlement, or consent judgment or other voluntary final disposition of a suit
regarding the Licensed Intellectual Property having effect within the BUYER Field may be entered into
by Seller without the consent of BUYER and such consent shall not be
unreasonably denied or delayed. No settlement, or consent judgment or
other voluntary final disposition of a suit regarding the Licensed Intellectual
Property having effect outside the BUYER Field may be entered into by
BUYER without the consent of Seller.
6.9 Cooperation. Seller shall cooperate with BUYER, including executing
authorizations if needed, to enable BUYER to exercise the rights set forth in
Sections 6.2, 6.4 and 6.5.
7. Term.
This Agreement shall commence as of the
Effective Date and shall remain in effect in perpetuity. Seller
understands and agrees that the Licensed Intellectual Property licensed under
this Agreement is critical to BUYER’s operations and that under no circumstances
may Seller seek to cancel or terminate BUYER’s right to use the Licensed
Intellectual Property. Seller shall have the right to enforce the
limitations of such license under this Agreement.
8.
Representations and
Warranties. The parties hereto agree that, in addition to and
not in limitation of the rights and obligations under this Agreement, the
representations and warranties in Section 4.11 of the Asset Purchase Agreement
shall apply equally to the Licensed Intellectual Property and Seller and
Parent’s use thereof.
9. Miscellaneous.
9.1 Relationship of
Parties. For the purposes of this Agreement, each party hereto
shall be, and shall be deemed to be, an independent contractor and not an agent,
partner, joint venturer, representative or employee of any other
party. Neither party shall have authority to make any statements,
representations, compromise of rights or commitments of any kind, assume or
create any obligations, or to accept process for or take any other action which
shall be binding on the other party, except as may be explicitly provided for
herein or authorized in writing by the other party.
9.2 Notices. All
notices and other communications required or permitted under this Agreement
shall be deemed to have been duly given and made if in writing and if served
either by personal delivery to the party for whom intended (which shall include
delivery by Federal Express or similar responsible overnight service) when
received or if sent by facsimile transmission, with a copy by personal delivery,
Federal Express or similar responsible overnight service) on the same day, when
transmitted and receipt is confirmed by telephone, bearing the address shown in
this Agreement for, or such other address as may be designated in writing
hereafter by, such party:
If to
Seller: GlobalOptions
Group, Inc.
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X.
Xxxxxxxx
with a copy to:
Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx &
Xxxxxxx LLP
Park Avenue Tower
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X.
Xxxxxxxx, Esq.
Facsimile No.: (000)
000-0000
If to
BUYER: GlobalOptions Services,
Inc.
0000 Xxxxxxxxx Xxxxxxxx Xxxxx, Xxxxx
000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxx
Xxxxxx
Telephone: (000)
000-0000
Facsimile: (000) 000-0000
with a copy to:
Xxxxx Xxxxx LLP
0000 Xxxxxxxx
Xxx Xxxx,
XX 00000
Attention: Xxxxxx X.
Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
9.3 Entire
Agreement. This Agreement and the Asset Purchase Agreement
herein embody the entire agreement and understanding of the parties hereto with
respect to the subject matter hereof, and supersede all prior and
contemporaneous agreements and understandings, oral or written, relative to said
subject matter.
9.4 Binding Effect;
Assignment. This Agreement and the various rights and
obligations arising hereunder shall inure to the benefit of and be binding upon
Seller, on the one hand, and BUYER, on the other, and their respective
successors and permitted assigns. Neither this Agreement nor any of
the rights, interests or obligations hereunder shall be transferred or assigned
(by operation of Law or otherwise) by the BUYER without the prior written
consent of the Seller, except that BUYER may assign its right and obligations
hereunder without the consent of the Seller, to an
affiliate of such party or to a purchaser of all or substantially all of the
assets or business of the BUYER or the surviving entity in any merger or
consolidation of the BUYER. Any transfer or assignment of any
of the rights, interests or obligations hereunder in violation of the terms
hereof shall be void and of no force or effect. Subject to the
applicability of the obligations imposed on Parent or Seller, as the case may
be, in Section 9.12, Seller shall have the sole and absolute right to assign
this Agreement.
9.5 Captions. The
Section headings of this Agreement are inserted for convenience only and shall
not constitute a part of this Agreement in construing or interpreting any
provision hereof.
9.6 Waiver;
Consent. This Agreement may not be changed, amended,
terminated, augmented, rescinded or discharged (other than by performance), in
whole or in part, except by a writing executed by each of the parties hereto,
and no waiver of any of the provisions or conditions of this Agreement or any of
the rights of a party hereto shall be effective or binding unless such waiver
shall be in writing and signed by the party claimed to have given or consented
thereto. Except to the extent that a party hereto may have otherwise
agreed to in writing, no waiver by that party of any condition of this Agreement
or breach by any other party of any of its obligations, representations or
warranties hereunder shall be deemed to be a waiver of any other condition or
subsequent or prior breach of the same or any other obligation or representation
or warranty by such other party, nor shall any forbearance by the first party to
seek a remedy for any noncompliance or breach by such other party be deemed to
be a waiver by the first party of its rights and remedies with respect to such
noncompliance or breach.
9.7 No Third Party
Beneficiaries. Nothing herein, expressed or implied, is
intended or shall be construed to confer upon or give to any Person, firm,
corporation or legal entity, other than the parties hereto, any rights, remedies
or other benefits under or by reason of this Agreement.
9.8 Counterparts. This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument.
9.9 Governing Law; Consent to
Jurisdiction. This Agreement shall be governed by and
construed in accordance with the domestic Laws of the State of Delaware without
giving effect to any choice or conflict of Law provision or rule (whether of the
State of Delaware or any other jurisdiction) that would cause the application of
the Laws of any jurisdiction other than the State of Delaware.
9.10 Exhibits and
Schedules. Each reference in this Agreement to an Exhibit or
Schedule shall mean an Exhibit or Schedule annexed to this Agreement and shall
be incorporated into this Agreement by such reference.
9.11 Severability. With
respect to any provision of this Agreement finally determined by a court of
competent jurisdiction to be unenforceable, such court shall have jurisdiction
to reform such provision so that it is enforceable to the maximum extent
permitted by Law, and the parties shall abide by such court’s
determination. In the event that any provision of this Agreement
cannot be reformed, such provision shall be deemed to be severed from this
Agreement, but every other provision of this Agreement shall remain in full
force and effect.
9.12 Merger;
Consolidation. If Parent, Seller or any of their successors or
assigns (a) consolidates with or merges into any other Person and shall not be
the continuing or surviving corporation or entity of such consolidation or
merger, (b) directly or indirectly sells, transfers or conveys to a Person
(other than BUYER) all or substantially all of its assets in a single
transaction or a series of related transactions, (c) transfers, sells or assigns
the Licensed Intellectual Property to a third party, or (d) consummates a
transaction the result of which is that any “person” or “group” (as such terms
are used in Section 13(d) and Section 14(d) of the Securities and Exchange Act
of 1934, as amended) becomes the owner, directly or indirectly, beneficially or
of record, of shares representing more than fifty percent (50%) of the voting
power represented by the Parent’s issued and outstanding capital stock on a
fully diluted basis, then, Parent or Seller shall provide BUYER notice prior to
the consummation of any of the transactions described in clauses (a) – (d) of
this Section 9.12, and proper provision shall be made so that such transferees, successors and assigns of
Parent or Seller, as the case may be, shall assume the obligations set forth in
this Agreement.
9.13 Further
Assurances. Each of the parties to this Agreement shall use
its reasonable best efforts to effectuate the transactions contemplated
hereby. Each party hereto, at the request of another party hereto,
shall execute and deliver such other instruments and do and perform such other
acts and things as may be reasonably necessary or desirable for effecting
completely the consummation of the transactions contemplated by this
Agreement.
[signature page
follows]
IN WITNESS WHEREOF the parties have
caused this Agreement to be executed by their authorized representatives as an
instrument under seal as of the Effective Date.
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SELLER
|
|
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By:
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/s/ Xxxxxx X. Xxxxxxxx,
Ph.D.
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Name: Xxxxxx
X. Xxxxxxxx, Ph.D.
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|
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Title: Chief
Executive Officer
|
|
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BUYER
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By:
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/s/ Xxxxx Xxxxxx
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Name: Xxxxx
Xxxxxx
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Title: President
and Chief Executive
Officer
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SCHEDULE
A
LICENSED
INTELLECTUAL PROPERTY
1.
The following GlobalOptions names, logos and
trademarks (including, without limitation, BUYER’s right to use “GlobalOptions
Services, Inc.” as its corporate name and to use “GlobalOptions” as a “doing
business as” name):
|
TRADEMARKS
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REGISTRATION
NO.
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INTERNATIONAL
CLASS(ES)
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COUNTRY
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|||
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ACT
WITH CONFIDENCE
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3746871
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000
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Xxxxxx
Xxxxxx
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|||
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ACT
WITH CONFIDENCE
|
3789998
|
000
|
Xxxxxx
Xxxxxx
|
|||
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GLOBALOPTIONS
|
3453819
|
035,
000
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Xxxxxx
Xxxxxx
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|||
 |
|
0000000
|
|
000,
000, 000
|
|
Xxxxxx
Xxxxxx
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The
GLOBALOPTIONS GROUP name, logo and trademark are included in the Licensed
Intellectual Property but BUYER shall not have the right to use the name
“GLOBALOPTIONS GROUP” until Seller ceases to use such name as its
corporate name.
2.
The GlobalOptions domain names and websites (including,
without limitation, xxxxxxxxxxxxx.xxx and the right to retain the current email
addresses containing the xxxxxxxxxxxxx.xxx address).
The xxxxxxxxxxxxxxxxxx.xxx domain name and website are
included in the Licensed Intellectual Property but except as set forth in Section 2.1, BUYER shall
not have the right to use the xxxxxxxxxxxxxxxxxx.xxx domain name and website
until Seller ceases to use name GLOBALOPTIONS GROUP as its corporate
name including the period of time the SELLER licenses the name GLOBALOPTIONS
GROUP from the BUYER.
