EXHIBIT 10.33
GALACTICOMM AGREEMENT
This Agreement entered into this 8th day of May, 1997 by Specom Technologies
Corp., a California corporation (hereinafter "SPECOM") and Galacticomm
Technologies, Inc., located at 0000 XX 00xx Xxxxxx, Xx. Xxxxxxxxxx, XX 00000
(hereinafter "GALACTICOMM").
WHEREAS SPECOM would like to include WebCast Lite product (as described in
Appendix A) from GALACTICOMM with SPECOM'S Suite Vision product.
LICENSE
For good and valuable consideration, GALACTICOMM grants and SPECOM accepts a
non-exclusive license to distribute WebCast Lite software with SPECOM's Suite
Vision product.
METHOD OF DISTRIBUTION
PHASE I: GALACTICOMM will ship 1,000 WebCast Lite diskettes to SPECOM for
insertion in Suite Vision packages which are tageted for Fry's Grand Opening
promotion, along with other customer opportunities.
GALACTICOMM will produce WebCast Lite diskettes & labels and ship to SPECOM at
no charge.
GALACTICOMM will produce a sticker for the outside of the Suite Vision package
stating that FREE WebCast Lite video broadcast software is included inside.
PHASE II. License will also entitle SPECOM to put WebCast Lite on SPECOM's Suite
Vision CD for distribution with its Suite Vision product.
ENTITLEMENT PERFORMANCE
In consideration of Galacticomm adding value to SPECOM's Suite Vision product
and Galacticomm providing the free WebCast Lite software offer, consumers will
be directed to a GALACTICOMM for upsell purchase of the full version of WebCast
Personal.
PROPRIETARY MARKS
All intellectual property, including, but not limited to, trademarks,
tradenames, copyrights, company designs and logos, and software, and patents
shall remain the property of the respective owner. SPECOM shall not modify,
reverse engineer or decompile the licensed software. SPECOM may use GALACTICOMM
trademarks solely for advertising in relation to this Agreement. GALACTICOMM
represents and warrants that to the best of its knowledge, (i) it has all
necessary right title and interest in and to the WebCast Lite and commercial
versions of software it offers for sale to grant the license(s) and other rights
granted under this Agreement and (ii) the WebCast Lite and commercial versions
of software it offers for sale does not infringe any United States or
international patent or copyright of any third party. Supplier will save
harmless and indemnifies SPECOM and its clients for any claims against
infringement by their intellectual property provided by GALACTICOMM. This clause
survives termination.
MISCELLANEOUS
This Agreement is performable in and venue lies in Ft. Lauderdale, Florida. Both
parties agree to be bound by Florida law.
Should a court declare any portion of this Agreement invalid, the remaining
portions shall continue to bind the parties.
The Agreement can only be amended in writing executed by both parties. All
notices shall be sent to the parties at the addresses listed above unless a
later appropriate address is provided. All notices sent by first class mail
shall be deemed delivered with three (3) days of placing in the U.S. Mail or on
the same day if delivered via facsimile, or the next day if sent by a nationally
recognized courier.
This Agreement constitutes the entire Agreement between parties and supersedes
any previous written or oral Agreements. Appendix A forms part of this Agreement
and Demo's and titles may be added from time to time upon mutual agreement.
Each party is acting as an independent contractor and not as an agent, partner,
or joint venture with the other party for any purpose. Except as provided in
this Agreement, neither party shall have any right, power or authority to act or
create any obligation, expressed or implied, on behalf of the other.
The term of this agreement is for one (1) year, commencing on the date hereof,
and shall be automatically renewed for subsequent one (1) year term(s)
commencing on each anniversary date, unless terminated at any term, with a
minimum 30 days notice prior to the end of a term. Upon termination of this
Agreement for any reason, the parties agree to continue their cooperation in
order to affect an orderly termination of their relationship over the next 90
days.
Agreed to:
SPECOM TECHNOLOGIES CORP. GALACTICOMM TECHNOLOGIES, INC.
By: \s\ MAY XXXXXXXX XXX By: /s/ XXXXX XXXX
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May Xxxxxxxx Xxx Xxxxx Xxxx
Title: Vice President of Sales Title: CEO
Date: May 12, 1997 Date: May 12, 1997
