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EXHIBIT 10.8
SOFTWARE SUBLICENSE AGREEMENT
This Software Sublicense Agreement (this "Sublicense"), is entered into as of
March 30, 2000 (the "Effective Date"), by and between Paging Network, Inc., a
Delaware corporation (hereinafter, "PageNet"), and Vast Solutions, Inc., a
Delaware corporation ("Vast") with respect to all of the software licensed to
PageNet under that certain Software License and Development Agreement dated
August 5, 1998 between TIBCO Software Inc. ("TIBCO"), as licensor, and PageNet,
as licensee, as subsequently amended (the "TIBCO License"). The parties hereby
agree as follows:
1. LICENSE. PageNet hereby grants Vast a non-exclusive, non-transferable
sublicense to use all of the computer software licensed to PageNet under the
TIBCO License, in both object code and, to the extent expressly authorized
under the TIBCO License, source code form (the "Software"), at no charge.
Vast agrees to abide by all of the terms and conditions of the TIBCO
License, a complete and accurate copy of which has been provided to it by
PageNet. Notwithstanding the foregoing, Vast agrees to use the Software
solely as provided in Section 4.A.II of Amendment No. 2 to the Software
License and Development Agreement dated January 4, 1999 (the "Second
Amendment").
2. TERM AND TERMINATION. This Sublicense will begin as of the Effective Date
and will terminate upon the earlier to occur of (i) the entering into of new
software license agreements between PageNet and TIBCO and Vast and TIBCO, or
(ii) the expiration of the Second Amendment as provided therein.
3. WARRANTY AND LIMITATION OF LIABILITY. THE SOFTWARE IS PROVIDED "AS-IS", AND
PAGENET DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, THE WARRANTIES OF FITNESS FOR A SPECIFIC PURPOSE,
MERCHANTABILITY, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL EITHER PARTY
BE LIABLE TO THE OTHER FOR ANY DAMAGES ARISING OUT OF ITS USE OF THE
SOFTWARE, INCLUDING BUT NOT LIMITED TO ANY INCIDENTAL OR CONSEQUENTIAL
DAMAGES, WHETHER FORESEEABLE OR NOT, LOST BUSINESS OR LOST PROFITS.
4. NON-ASSIGNMENT. Vast shall not assign, transfer or hypothecate any of its
rights, obligations, or duties under this Sublicense, and any attempt to do
so will be void.
5. WAIVER. No delay in exercising or failure to exercise any right under this
Sublicense on the part of either party shall operate as a waiver of such
right by that party. Any waiver or modification of this Sublicense must be
in writing and signed by both parties.
6. ENTIRE AGREEMENT. This Sublicense contains the entire understanding of the
parties hereto in respect of the subject matter contained herein and
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.
7. JURISDICTION. This Sublicense shall be governed by Texas law. Any dispute
hereunder shall be subject to the sole jurisdiction of the state and/or
federal courts located in the County of Dallas, Texas, and each party
submits to the subject matter and personal jurisdiction of such courts.
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IN WITNESS WHEREOF, the parties hereto have caused this Sublicense to be
executed by their duly authorized representatives as of the Effective Date.
PAGING NETWORK, INC. VAST SOLUTIONS, INC.
BY: /s/ Xxx Xxxxxxxx BY: /s/ Xxxx Xxxxxxxxx
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NAME: Xxx Xxxxxxxx NAME: Xxxx Xxxxxxxxx
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TITLE: President and C.O.O. TITLE: President and C.O.O.
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The following sublicense is hereby consented to:
TIBCO SOFTWARE INC.
BY: /s/ Xxxxxxx X. Xxxxx
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NAME: XXXXXXX X. XXXXX
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EXECUTIVE VICE PRESIDENT
TITLE: TIBCO SOFTWARE INC.
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