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EXHIBIT 10.16
TECHNOLOGY TRANSFER AND DEVELOPMENT AGREEMENT
THIS TECHNOLOGY TRANSFER AND DEVELOPMENT AGREEMENT ("Agreement") is
entered into effective as of the 4th day of November, 1996, between Green Light,
Inc., a Tennessee corporation ("Green Light"), ▇▇▇▇ ▇▇▇▇▇, an individual
residing in Tennessee ("Green"), ▇▇▇▇▇ ▇▇▇▇▇▇, an individual residing in
Tennessee ("▇▇▇▇▇▇"), and PARK 'N VIEW, INC., a Delaware corporation (the
"Company").
W I T N E S S E T H:
WHEREAS, the Company has designed and developed the concept and
equipment ("the System") to (i) enable truck drivers to: (a) receive and/or have
access to cable television services and telecommunications services; and (b)
provide such truck drivers programming consisting of video and audio services,
and telephone, fax or other data services while remaining in or near their
vehicles parked at truckstops (collectively, the "Services"); and
WHEREAS, Green Light, Green and ▇▇▇▇▇▇ have agreed to develop and
deliver to the Company software consisting of ideas, routines, object and source
codes, specifications, flowcharts and other material and documentation, together
with all information, data and know-how, technical or otherwise, and any
changes, modifications or improvements related thereto developed by Green Light,
Green and/or ▇▇▇▇▇▇ (collectively, the "Software") for purposes of: (i)
automating the System to permit activation of the Services directly at the
truckstop site or by telephone; and (ii) reporting usage and providing multiple
detailed report functions; and
WHEREAS, Green and ▇▇▇▇▇▇ are the sole shareholders, officers and
directors of Green Light and have been retained as employees of the Company to
perform services utilizing the Software.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and promises contained herein, Green Light, Green, ▇▇▇▇▇▇ and the
Company (collectively, the "Parties") hereto agree as follows:
1. Assignment of Software by Green Light. Green Light hereby:
a. assigns its full right, title and interest in and to
the Software to the Company. In connection therewith, Green Light shall, at the
time of execution of this Agreement, furnish to the Company copies of all ideas,
routines, object and source codes, specifications, flowcharts and other material
and documentation, together with all information, data and know-how, technical
or otherwise, and any changes, modifications or improvements related thereto.
b. assigns to the Company all of its rights in any
copyright, patent or trademark applications relating to the Software, whether or
not such applications have yet been filed.
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c. represents and warrants that, other than the rights
granted to the Company pursuant to that certain Software Development Agreement
between Green Light and the Company, it possesses all right, title and interest
in and to the Software, free and clear of any security interest, encumbrance or
other restriction and the transfer thereof to the Company does not and will not
infringe any copyright, trade secret or other right of any other person.
d. represents and warrants that it has, and does hereby
assign to the Company, the right to prevent unauthorized disclosures of the
Software (or any part thereof) by any person to whom Green Light has
confidentially communicated such information.
2. Assignment of Software by Green and ▇▇▇▇▇▇. Green and ▇▇▇▇▇▇,
in their capacities as individuals and as the sole shareholders, officers and
directors of Green Light, hereby:
a. assign their full right, title and interest in and to
the Software to the Company. In connection therewith, Green and ▇▇▇▇▇▇ shall, at
the time of execution of this Agreement, furnish to the Company copies of all
ideas, routines, object and source codes, specifications, flowcharts and other
material and documentation, together with all information, data and know-how,
technical or otherwise, and any changes, modifications or improvements related
thereto.
b. assign to the Company all of their rights in any
copyright, patent or trademark applications relating to the Software, whether or
not such applications have yet been filed.
c. represent and warrant that, other than the rights
held by Green Light and the Company pursuant to that certain Software
Development Agreement between Green Light and the Company, they posses all
right, title and interest in and to the Software, free and clear of any security
interest, encumbrance or other restriction and transfer thereof to the Company
does not and will not infringe any copyright, trade secret or other right of any
other person.
d. represent and warrant that they have, and do hereby
assign to the Company, the right to prevent unauthorized disclosures of the
Software (or any part thereof) by any person to whom Green and ▇▇▇▇▇▇ have
confidentially communicated such information.
3. Work for Hire. Green and ▇▇▇▇▇▇ hereby agree that any creative
work developed during their employment with the Company (the "Work") is a work
made for hire and that the Company is and shall be the owner of all of right,
title and interest in and to the Work, including all copyrights in the Work and
any adaptation or version of it, both in the United States and throughout the
world, and shall be entitled to secure such copyrights, and all renewals or
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extensions thereof, by registering the same in the name of the Company or
otherwise for the sole benefit of the Company
4. Nondisclosure. Except in connection with Green and ▇▇▇▇▇▇'▇
duties under this Agreement or any employment or other arrangement with the
Company, both Green and ▇▇▇▇▇▇ shall not, directly or indirectly, use, disclose
or disseminate any information relating to the Software to any person or
organization other than the Company; provided, however, that if any information
relating to the Software becomes generally known in the industry, then, with the
Company's prior written consent, the restrictions contained in this paragraph
shall cease with respect to such information which has become generally known.
5. Payment. In payment for the property and rights assigned to it
by Green Light, Green and ▇▇▇▇▇▇, the Company shall:
a. pay the sum of $100.00 to Green Light in cash at the
time this Agreement is executed;
b. pay to each of Green and ▇▇▇▇▇▇ during the term of
their employment with the Company annual salaries in the amount of One Hundred
Thousand Dollars ($100,000);
c. provide to each of Green and ▇▇▇▇▇▇ the right to
receive incentive bonuses through their employment and performance with the
Company pursuant to incentive plans which may be approved by the Board of
Directors of the Company from time to time; and
▇. ▇▇▇▇▇ to each of Green and ▇▇▇▇▇▇ options to purchase
37,878 shares of the common stock of the Company pursuant to the terms of those
certain Incentive Stock Option Award Agreements of even date herewith and the
Park 'N View Stock Option Plan.
6. Employment at Will. This Agreement is not intended to nor does
it create an employment contract for a specific term. The Parties agree that the
employment of either Green or ▇▇▇▇▇▇ may be terminated by the Company at any
time with or without cause. The Company shall have no liability to either Green
or ▇▇▇▇▇▇, except for compensation accrued and unpaid at the time of
termination.
7. Entire Agreement. This Agreement sets forth the entire
agreement and understanding between the Parties with respect to the subject
matter hereof, and no representations, promises, agreements or understandings,
written or oral, not herein contained shall be of any force or effect. Green
Light and the Company hereby acknowledge and agree that the Software Development
Agreement by and between Green Light and the Company is hereby terminated as of
the date hereof and that the parties thereto shall have no further liability or
obligation thereunder.
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8. Section Headings. The section headings in this Agreement are
for convenience of reference only and shall not be deemed to alter or affect any
provision hereof.
9. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida. The prevailing
party in any litigation concerning this Agreement shall be entitled to
reimbursement of its reasonable costs, including legal and accounting fees,
incurred in connection with any such matter.
10. Modification. This Agreement shall not be modified or amended
except by an instrument in writing executed by the Parties to this Agreement.
11. Severability. If any part of this Agreement is found or held
to be invalid, that invalidity shall not affect the enforceability and binding
nature of any other part of this Agreement.
12. Counterparts. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be an original
and all of which together shall constitute one and the same instrument.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties hereto have caused this Technology
Transfer Agreement to be executed as of the day and year first above written.
PARK 'N VIEW, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇▇▇, President
GREEN LIGHT, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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/s/ ▇▇▇▇ ▇▇▇▇▇
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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