LICENSE AGREEMENT
THIS LETTER OF AGREEMENT is made as of January 13, 2000.
BETWEEN:
USA VIDEO INTERACTIVE CORP.
of 00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
("USA")
OF THE FIRST PART
AND:
XXXXXX.XX, INC.
00 Xxxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
("URBANA")
OF THE SECOND PART
AND:
EAGLE WIRELESS
000 Xxxxxxxxxx Xx.
Xxxxxx Xxxx, XX 00000
("EAGLE")
OF THE THIRD PART
WHEREAS:
A. USA has USA Video-on-DemandT and Wavelet technologies that can
enhance delivery of video/audio via the Internet and other systems, and
expertise in designing and installing video solutions; and
B. USA has a patented store and forward Video-on-Demand technology;
and
C. Eagle is a leading supplier of electronic equipment in the Set-Top
Box and Internet access product markets; and
D. Xxxxxx.xx, Inc. is an e-commerce, transaction and content company
that creates Intranet and Internet-based systems in conjunction with
local area governments and high profile corporations.
NOW THEREFORE, in view of the premises and in consideration of the
mutual covenants and agreements hereinafter set forth, the parties
hereto do hereby covenant and agree as follows:
1. EAGLE and URBANA have entered into an agreement whereby EAGLE will
produce set-top boxes to URBANA with specifications detailed by URBANA.
2. EAGLE will embed into these URBANA set-top boxes the USA Wavelet
compression technology; USA will provide technical assistance as
required.
3. USA will license limited use of its patented Video-on-Demand
technology and its Wavelet technology to EAGLE and URBANA for two
dollars and fifty cents ($2.50USD) per set-top box. Use will be limited
to decoding Wavelet-compressed data, and utilizing Video-on-Demand and
Internet video data received by the set-top box as part of the
deployments contracted by URBANA. Any other use of the USA's patented
Video-on-Demand or Wavelet technology is prohibited.
4. The set-top boxes that have incorporated USA technology will be
labelled as such, via a logo/icon either individually or with those of
URBANA and/or EAGLE.
5. USA will provide Wavelet-equipped video servers and other
equipment required by URBANA at competitive prices.
6. USA will provide site licenses for Wavelet encoding in its servers
to EAGLE and URBANA at rates discounted by twenty percent (20%).
7. USA will provide content to URBANA as required and at competitive
rates. This content can include, but not be limited to educations,
entertainment, sports, etc.).
8. URBANA will include the above-specified USA technologies in a
planned order for Q1 2000 of 50,000 set-top boxes.
9. Upon successful implementation of the first order, URBANA will
work with and purchase from USA additional technologies, licensing and
equipment for deployment in locations to be determined by URBANA.
10. USA can provide additional functionalities such as Video Email,
Video Conferencing, Video Zooming and other technologies. Each of these
functionalities will be negotiated in separate contacts as required, but
are not included in this contract.
11. USA will provide EAGLE and URBANA with technical and other
services as required at mutually agreed upon rate to be determined.
12. EAGLE and URBANA and USA will publicize and otherwise promote this
contract and ongoing relationships as appropriate. There will be mutual
review and approval of press releases and other publicity regarding
these projects and relationships.
13. USA and EAGLE and URBANA will explore additional means of working
together for worldwide distribution of specific products and services.
14. The parties hereto agree that this Agreement does not restrict
either party from entering into a similar agreement with any other
party.
15. The employees of USA or EAGLE and URBANA shall not be deemed to be
employees of the other party. Neither party shall be authorized to
obligate or bind, in any manner, the other party to any contract,
affirmation, representation, warranty or other obligation concerning the
sale of services, or to act in the name of the other party.
16. Neither party shall, in any event, be liable to the other party
for any indirect, special, incidental or consequential damages,
including, but not limited to, loss of revenue, cost of capital, loss of
business reputation or opportunity arising from the good faith
performance of this Agreement.
17. Unless terminated earlier as provided herein, the term of this
Agreement shall commence on the date first set forth above and shall
continue in effect for twelve consecutive months (the "Term").
Thereafter, this Agreement will be renewed annually by mutual agreement.
18. This Agreement may be terminated by either party during the Term
or any renewal thereafter on 30 days prior written notice to the other
party, subject to the terminating party fulfilling all outstanding
commitments and obligations thereto.
19. In the event either party has defaulted in its performance of this
Agreement, the other party shall provide written notification to the
defaulting party of such default. If the defaulting party fails to
correct such default within 30 days, the other party, upon written
notice to the defaulting party, may terminate this Agreement and recover
whatever damages may be recoverable against the defaulting party by
operation of law. Any party not being in default has the right to cure
the default of the defaulting party.
20. This Agreement shall be governed and interpreted in accordance
with the laws of the State of Connecticut. The parties hereto agree to
submit to the exclusive jurisdiction of the Courts of Connecticut in the
event of a dispute.
21. This Agreement may be subject to regulatory approval.
USA VIDEO INTERACTIVE CORP.
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx for
Xxxxx Xxxxxx, President
EAGLE WIRELESS
By: /s/ H. Xxxx Xxxxxx
H. Xxxx Xxxxxx, President
XXXXXX.XX, INC.
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, VP/Director
