Amendment to License Agreement
This Amendment to License Agreement (the "Agreement") is made and entered
into by and between and among The Yankee Companies, Inc., a Florida Corporation
(the "Licensor"), AmeriNet Xxxxx.xxx, Inc., a Delaware corporation (the
"Licensee;" and Xxxxxxx.xxx, Inc., a Florida corporation ("WRI"), sometimes
hereinafter collectively referred to as the "Parties").
Preamble:
WHEREAS, the parties previously entered into an agreement for the licensing
to Licensee of the the exclusive right to develop and use the domain names
00x0-00.xxx, 00x0-00.xxx, 00x0-00.xxx and 00x0-00.xx (the "Licensed Domain
Names"); and
WHEREAS, the Licensee has entered into an agreement with Park City Group,
Inc., which requires divestiture by Licensee of certain assets and agreements;
and
WHEREAS, the agreement with Park City Group, Inc. is advantageous to
Licensor and Licensee, such that the reassignment of the Licensed Domain Names
to Yankees and the waiver by Yankees of any remaining obligations under the
original licensing agreement is valuable to both Parties; and
WHEREAS, the intention stated in the License Agreement to license the
Licensed Domain Names to WRI was never effectuated and WRI desires to
acknowledge its absence of rights in the Licensed Domain Names, and WRI will
benefit from this amendment by being spared litigation to clarify its rights or
lack thereof in the Licensed Domain Names,
NOW THEREFORE, in consideration of the premises and the mutual advantage to
each party which will result from this agreement, the Parties, intending to be
legally bound, hereby agree as follows:
Article One
Reassignment by Licensee
The Licensee hereby reassigns the Licensed Domain Names to the Licensor,
and the Licensor hereby accepts the reassignment from the Licensee.
Article Two
Waiver by Licensor
The Licensor hereby waives any and all further compliance with the License
Agreement entered into between the parties on or about February 9, 2000.
Article Three
Acknowledgment and Waiver by WRI
WRI hereby acknowledges that it was never assigned any rights in the
Licensed Domain Names, and hereby waives any further claim of any kind or
character to said names.
License Agreement Page 1
Article Four
Miscellaneous
4.1 Amendment.
No modification, waiver, amendment, discharge or change of this Agreement
shall be valid unless the same is in writing and signed by the Party against
which the enforcement of said modification, waiver, amendment, discharge or
change is sought.
4.2 Merger.
This instrument contains all of the understandings and agreements of the
Parties with respect to the subject matter discussed herein. All prior
agreements whether written or oral, are merged herein and shall be of no force
or effect.
4.3 Survival.
The several representations, warranties and covenants of the Parties
contained herein shall survive the execution hereof and shall be effective
regardless of any investigation that may have been made or may be made by or on
behalf of any Party.
4.4 Severability.
If any provision or any portion of any provision of this Agreement, or the
application of such provision or any portion thereof to any person or
circumstance shall be held invalid or unenforceable, the remaining portions of
such provision and the remaining provisions of this Agreement or the application
of such provision or portion of such provision as is held invalid or
unenforceable to persons or circumstances other than those to which it is held
invalid or unenforceable, shall not be effected thereby.
4.5 Governing Law and Venue.
This Agreement shall be construed in accordance with the laws of the State
of Florida but any proceeding arising between the Parties in any matter
pertaining or related to this Agreement shall, to the extent permitted by law,
be held in Broward County, Florida.
4.6 Litigation.
(a) In any action between the Parties to enforce any of the terms of this
Agreement or any other matter arising from this Agreement, the prevailing
Party shall be entitled to recover its costs and expenses, including
reasonable attorneys' fees up to and including all negotiations, trials and
appeals, whether or not litigation is initiated.
(b) In the event of any dispute arising under this Agreement, or the
negotiation thereof or inducements to enter into the Agreement, the dispute
shall, at the request of any Party, be exclusively resolved through the
following procedures:
(1) (A) First, the issue shall be submitted to mediation before a
mediation service in Broward County, Florida, to be selected by
lot from six alternatives to be provided, three by the Licensor
and three by the Licensee.
License Agreement Page 2
(B) The mediation efforts shall be concluded within ten business days
after their in itiation unless the Parties unanimously agree to
an extended mediation period;
(2) In the event that mediation does not lead to a resolution of the
dispute then at the request of any Party, the Parties shall submit the
dispute to binding arbitration before an arbitration service located
in Broward County, Florida to be selected by lot, from six
alternatives to be provided, three by the Licensor and three by the
Licensee.
(3) (A) Expenses of mediation shall be borne by the Licensee, if
successful.
(B) Expenses of mediation, if unsuccessful and of arbitration shall
be borne by the Party or Parties against whom the arbitration
decision is rendered.
(C) If the terms of the arbitral award do not establish a prevailing
Party, then the expenses of unsuccessful mediation and
arbitration shall be borne equally by the Parties.
4.7 Further Assurances.
The Parties hereby agree to do, execute, acknowledge and deliver or cause
to be done, executed or acknowledged or delivered and to perform all such acts
and deliver all such deeds, assignments, transfers, conveyances, powers of
attorney, assurances, recipes, records and other documents, as may, from time to
time, be required herein to effect the intent and purposes of this Agreement.
4.8 Counterparts.
(a) This Agreement may be executed in any number of counterparts.
(b) Execution by exchange of facsimile transmission shall be deemed
legally sufficient to bind the signatory; however, the Parties shall,
for aesthetic purposes, prepare a fully executed original version of
this Agreement, which shall be the document filed with the Securities
and Exchange Commission.
In Witness Whereof, the Parties have executed this Agreement, effective as
of the last date set forth below.
Signed, Sealed & Delivered
In Our Presence
The Yankee Companies, Inc.
a Florida corporation
--------------------------
__________________________ By: ___________________________
Xxxxxxx Xxxxx Xxxxxx, President
(CORPORATE SEAL)
Attest: __________________________
Xxxxxxx X. Xxxxxxx, Secretary
Dated: April _, 2001
License Agreement Page 3
AmeriNet Xxxxx.xxx, Inc.
a Delaware corporation.
--------------------------
__________________________ By: ___________________________
Xxxxxx X. Xxxxxxx, President
(CORPORATE SEAL)
Attest: __________________________
Xxxxxxx X. Xxxxxxx, Secretary
Dated: April _, 2001
Xxxxxxx.xxx, Inc.
a Florida corporation.
--------------------------
__________________________ By: ___________________________
Xxxxxxx X. Xxxxxx, President
(CORPORATE SEAL)
Attest: __________________________
Xxxxxxx X. Xxxx
Secretary & General Counsel
Dated: April _, 2001
License Agreement Page 4
