EXHIBIT 10.4
SOFTWARE LICENSE AGREEMENT
THIS SOFTWARE LICENSE AGREEMENT ("Agreement") is entered into as of the
2nd day of September, 1999 by Taurus TeleSYS Inc., a Virginia corporation
("Licensor"), Global Travel Network LLC, a Delaware limited liability company
("Licensee") and Xxxxxxxx.xxx, Inc., a Delaware corporation ("Parent").
RECITALS
A. Licensor has developed and is the sole owner of a proprietary
computer software product called "T-Gate," a description of which is set forth
on Exhibit A ("Software") that links computers through the Internet, telephones
and facsimile machines.
B. Licensee is in the travel industry and is desirous of using the
Software in its business.
NOW, THEREFORE, the parties hereto agree as follows:
1. License of Software. Subject to the terms and conditions set forth
in this Agreement, Licensor grants to Licensee, and Licensee accepts, a
worldwide, nontransferable, exclusive license (the "License") to use the
Software and any derivations thereof, including any enhancements, upgrades and
new versions, solely within the Field of Use. Licensee is not granted any rights
with respect to the Software (or any derivations thereof) outside of the Field
of Use. "Field of Use" is defined solely as those services normally performed by
travel agencies as of the date of this Agreement, including obtaining
reservations for the following: (a) hotel, motel and other temporary
accommodation facilities for a period not to exceed thirty (30) days; (b) rental
of automobiles for a period not to exceed thirty (30) days; (c) travel on
aircraft, trains and boats; and (d) vacation packages, sightseeing and other
travel destinations. Licensor reserves all rights not expressly granted in this
Section 1.
2. Term and Termination.
(a) Initial Term and Renewal Term. Initial and renewal terms are
subject to early termination of this Agreement pursuant to Section 2. The
initial term of this Agreement shall be for a period of four years after the
date of notification by Licensor to Licensee that software is in a form
available for use by Licensee. It is agreed and understood that although the
initial term will begin when software is available for use, Licensee will make
an initial deposit of Twenty Five Thousand Dollars ($25,000) with signing of
Agreement. Additional payments due as part of minimum royalty would be paid
based on the beginning date of the initial term as based on the software being
available for use by Licensee. During the four-year initial term, Licensee will
be required to make minimum royalty payments and in the event percentage of
royalty on sales exceeds the minimum payment, then Licensee would be required to
make these payments as well. The quota on royalty will not be considered until
the parties enter the renewal term which are years five and six of this
Agreement. During the renewal term, it is understood that annual royalty income
paid to Licensor from transactions processed through T-Gate Software must exceed
Fifty Thousand Dollars ($50,000) minimum royalty payment for at least one or the
two year renewals. The renewal term, which consists of continuous two-year
automatic renewals requires one of the two years that the Licensee exceeds the
annual minimum royalty due. For example, if in year five royalty is Fifty Five
Thousand Dollars ($55,000) earned, and in year six Forty Five Thousand Dollars
($45,000) is earned, Licensee will have met his minimum quota and would have the
right to renew for an additional two-year term. Licensee is required to notify
Licensor sixty (60) days prior to the end of each term if he plans to renew. In
the event
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July 21, 2005 Page 1
Licensee does not maintain minimum royalty as described herein, additional
renewals will be at Licensor's discretion.
(b) Early Termination. Licensor or Licensee shall have the right to
terminate this Agreement for a material breach of this Agreement after (i)
providing the breaching party with thirty (30) days' prior written notice
describing the nature of the material breach and (ii) the breaching party fails
to cure the described breach before the expiration of the thirty (30) day
period.
(c) Failure to Pay License Fees, Royalty or Support Fees.
Notwithstanding any provision in this Agreement to the contrary, if Licensee
fails to pay timely any Initial Term License Fee (defined below), Renewal Term
License Fee (defined below), Royalty (defined below) or Support Fee (defined
below) due pursuant to this Agreement, Licensor shall have the right to
terminate this Agreement on five (5) days prior written notice to Licensee, with
respect to the payment of any Initial Term License Fee, Renewal Term License
Fee, Royalty or Support Fee, provided Licensee fails to cure the breach within a
fifteen (15) day period.
3. License Fees and Royalty.
(a) Initial Term. Licensee shall pay to Licensor a non-refundable
license fee ("First Year License Fee") of Fifty Thousand Dollars ($50,000) as
follows: (i) $25,000 in immediately available funds on or before the date of
this Agreement; (ii) $12,500 in immediately available funds on or before the
date six (6) months after the date Licensee is notified by Licensor that the
software is available for Licensee's use ("Availability Date"); and (iii)
$12,500 in immediately available funds on or before the date nine (9) months
after the Availability Date. Licensee shall pay Licensor a non-refundable
license fee ("Second Year License Fee") of Seventy Five Thousand Dollars
($75,000) in immediately available funds, in four installments, on or before the
tenth (10th) day of each calendar quarter after the end of the first anniversary
of the Availability Date. Licensee shall pay Licensor a non-refundable License
Fee ("Third Year License Fee") of Fifty Thousand Dollars ($50,000), Licensee
shall pay Licensor a non-refundable License Fee ("Fourth Year License Fee") of
Fifty Thousand Dollars ($50,000). First Year, Second Year, Third Year and Fourth
Year, Licensee shall be referred to collectively as initial term License Fee.
The Initial Term License Fee shall be treated as a non-refundable prepaid credit
against any Royalty (defined below) due as set forth in Section 3(c).
(b) Renewal Terms. If Licensee elects to renew this Agreement in
accordance with Section 2(a), Licensee shall pay Licensor an annual,
non-refundable license fee ("Renewal Term License Fee") of Fifty Thousand
Dollars ($50,000), payable in quarterly installments, in immediately available
funds on or before the tenth (10th) day of each calendar quarter during any
Renewal Term. The Renewal Term License Fee shall be treated as a non-refundable
prepaid credit against any Royalty due as set forth in Section 3(c).
(c) Royalty.
(1) Calculation and Payment. During the Initial Term and any
Renewal Terms, Licensee shall pay to Licensor a royalty ("Royalty") of Three and
75/100 percent (3.75%) of Licensee's Net Sales (defined below). The Royalty
shall be paid monthly on or before the tenth (10th) day of each month for the
previous month's Net Sales. The Initial Term License Fee or the Renewal Term
License Fee, as the case may be, shall be applied against the applicable Royalty
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such that no Royalty shall be due until the Royalty amount exceeds the Initial
Term License Fee or any Renewal Term License Fee, as the case may be.
(2) Audit. At its sole expense (except as provided in the last
sentence hereof), Licensor, or its designee, to verify calculation of the
Royalty, may inspect and/or audit all business records of Licensee no more
frequently than monthly during Licensee's regular business hours upon seven (7)
days prior written notice. If an audit, as certified by an independent auditor
reasonably acceptable to Licensee in the exercise of its reasonable discretion,
discloses an understatement by Licensee of any monthly Royalty of one percent
(1%) or more, Licensee shall immediately pay all deficiencies, plus ten percent
(10%) annualized interest. If an audit by Licensor discloses an understatement
of any monthly Royalty of five percent (5%) or more, Licensee shall immediately
pay, in addition to the amount of the understatement and ten percent (10%)
annualized interest, Licensor's reasonable fees and costs of such audit.
(3) Net Sales Defined. For purposes of this Agreement, "Net
Sales" shall mean Licensee's gross revenues received by Licensee or paid to
Licensee or its designee(s) or affiliate(s), as a result of any transaction
processed using the Software or any derivation thereof, including any upgrade or
enhancement of the Software or derivation thereof, less only: (a) credit card
processing fees paid by Licensee to third parties as standard in Licensee's
industry, (b) less any fees paid to third party providers of travel services or
products made available to the customer, (c) sales, value added or comparable
taxes collected and paid by Licensee, and (d) deductions for returns,
cancellations, adjustments or refunds. Net Sales shall be calculated using
generally accepted accounting principles, consistently applied.
4. Support.
(a) Generally. Licensor shall provide Licensee with technical
development and integration support to enable Licensee to implement the Licensed
Software ("Development Support"). In no event shall Licensor be obligated to
provide support, technical assistance, warranty service or maintenance of any
type to any party other than Licensee. Licensor shall provide Licensee with
ongoing maintenance and technical support ("Maintenance Support").
(b) Support Fee.
(1) Budget. Licensee will provide Licensor with funding for all
licensor's direct and indirect costs ("Support Fees") of Development Support and
Maintenance Support in accordance with a budget ("Budget") developed by Licensor
and submitted to Licensee semi-annually. Each Budget shall include, without
limitation, cost estimates for hardware, software, subcontractor, administrative
and overhead expenses related to the Software and Development Support and
Maintenance Support to Licensee. Each Budget shall include salaries and benefits
to be paid to Licensor's employees and fees to be paid to consultants and other
independent contractors. Each Budget shall be submitted in writing by Licensor
to Licensee for written approval. No expenses shall be incurred by Licensor
without prior written approval by Licensee. Licensee shall approve (or provide
written exceptions to) each Budget in writing within ten (10) days of receipt.
Licensee agrees to approve a Budget that in its judgment is reasonably necessary
to maintain the core competency necessary for Licensor to run, manage, and
maintain all systems and personnel related to the Software during the Initial
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Term and any Renewal Terms of this Agreement. The first Budget submitted by
Licensor to Licensee is attached hereto as Exhibit B.
(2) Payment of Support Fees. Licensee shall reimburse to Licensor
that part of the support fees actually incurred by Licensor as reflected on
written invoices submitted to Licensee on a bi-weekly basis. Payment shall be
made within fourteen (14) days of Licensee's receipt of the invoices. Licensee
requests in writing for additional work not covered in the Budget shall be paid
upon submission of invoices and documentation of Licensor' costs.
5. Private Labeling. Subject to Section 13, Licensee may use the
Software in accordance with this Agreement using Licensee's own trademarks and
other identifying marks ; provided, however, such use shall in no way (a) effect
a reduction in any Royalty paid by Licensee to Licensor under the terms of this
Agreement or (b) require any increase in the level of Maintenance Support or
Development Support provided by Licensor without appropriate Support Cost
compensation defined in writing under the terms of this Agreement.
6. Finder's Fee. If Licensor introduces Licensee to any person or
entity that purchases a master franchise from Licensee within twelve (12) months
from the date of introduction anywhere outside the United States, Licensee
agrees to pay Licensor a one-time finder's fee equal to the greater of
Twenty-Five Thousand Dollars ($25,000) or 20% of the cash payment (or the
equivalent in cash if Licensee accepts other or in-kind remuneration)
accepted/paid upon the commencement of the agreement with the franchisee. Any
further relationship or compensation may be determined between Licensor and the
master franchisee.
7. Warrant to Purchase Shares of Licensee Common Stock. Parent hereby
grants Licensor, its shareholders, or Licensor's designees, a warrant (the
"Warrant"), in the form attached hereto as Exhibit C to purchase two percent
(2%) or 100,000 shares, whichever is greater, of the issued and outstanding
shares of Parent's common stock on the date of grant, subject to anti-dilution
provisions. The Warrants shall have a term of five (5) years and the Exercise
Price of the Warrant shall be $5.00 per share of common stock. If the
price-per-share of common stocks offered to investors is less than the
Licensor's Warrant price of $5.00 per share, the Licensor's Exercise Price shall
be adjusted based on a ratio of five to eight (5:8).
8. Relocation of Hardware and Software. In addition to all rights
defined in this Agreement, Licensee has the right to relocate any or all
servers, computers or other technical equipment ("Equipment") to any site
designated by Licensee after providing thirty (30) days' written notice to
Licensor. In such event, Licensee shall grant full remote access to Licensor to
the Software using Telnet or any other technology reasonably requested by
Licensor. The relocation of any Equipment by Licensee shall in no way require
Licensor or any of its shareholders, directors, employees or agents, including,
without limitation, Xxxxxx Xxxxx, to re-locate to the location to which the
Equipment is relocated or require the disclosure of the source code for the
Software. Licensee has the right to provide websites other than its own, within
the Field of Use, with the software from which Licensor will earn the License
Fees and Royalty as set forth in Section 3.
9. Confidential Information.
(a) Generally. Each party (the "Receiving Party") understands that,
during the course of this Agreement, the Receiving Party may be exposed to
Confidential Information (defined below) of the other party. The Receiving Party
agrees that any Confidential Information received from the Disclosing Party (i)
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shall not be used except as necessary to perform the intended services or
obligations set forth under this Agreement, (ii) shall be disclosed only to
those of its employees, officers, and agents as are reasonably necessary for the
purposes hereunder and who are bound in writing to the Receiving Party
consistent with the Receiving Party's obligations under this Section 9 of this
Agreement, (iii) shall not be disclosed to third parties without the written
consent of the Disclosing Party, and (iv) shall be kept in safe care as the
Receiving Party would keep its own, similar confidential information (which care
shall not in any case be less than reasonable). Notwithstanding such disclosure
pursuant to (ii) or (iii) above, the Non-Disclosing Party shall not have any
right to use the Confidential Information for other than the purposes set forth
in (i) above.
(b) Confidential Information Defined. Confidential Information is
defined as a party's (the "Disclosing Party") business, ideas, or personnel, or
its past, present, or future research, development or business activities,
including without limitation any unannounced products or services, inventions,
processes, plans, financial information, customer data, supplier data,
service-provider data, revenue, transaction volume, forecasts, projections, the
financial terms of this Agreement, and any other information which gives or may
give it a competitive advantage and which is not generally known by parties
other than the Disclosing Party (collectively, "Confidential Information").
Confidential Information shall also include all materials, research data,
formulas, methods, designs, specifications, technical information, protocols,
process information, know-how, uses, enhancements, modifications, variations,
extensions, discoveries, clinical data, analysis, compilations, reports,
studies, test results, ideas, concepts and other information (whether or not
able to be patented) now or hereafter developed or created by Disclosing Party.
Confidential Information is not defined to include information (i) that was
already known to the Receiving Party prior to the date that discussions between
the parties related to the potential licensing of the Software or the provision
of services by Licensor to Licensee began, as established by contemporary
documentary evidence, (ii) that is or becomes generally known other than by
reason of breach of this Agreement or other misappropriation or other wrongful
act, or (iii) that is required by law to be disclosed to the extent so
disclosed.
(c) Return of Confidential Information on Termination. On the
termination of this Agreement for any reason or at any time upon the written
request of the Disclosing Party, the Receiving Party shall return to the
Disclosing Party all Confidential Information disclosed by the Disclosing Party.
Nothing contained herein shall be deemed to be a license to the Receiving Party
of any patent rights, trade secret rights, or know-how rights related to the
Confidential Information of the Disclosing Party.
(d) Protection. The Receiving Party agrees to comply, at Disclosing
Party's expense, with such reasonable requests as the Disclosing Party shall
from time to time make related to any patent, trademark, service xxxx or
copyright filings or other actions, documents or matters related to Disclosing
Party's ownership or title to the Confidential Information or the protection
thereof.
(e) Injunctive Relief. The Receiving Party acknowledges that the
Confidential Information shared pursuant to this Agreement is highly proprietary
and valuable and that the unauthorized use or disclosure of the Confidential
Information shall cause Disclosing Party irreparable injury for which there is
no adequate remedy at law. The Receiving Party agrees that the Disclosing Party
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July 21, 2005 Page 5
may seek and obtain preliminary injunctive relief in the event of any
unauthorized use or disclosure, and that the Disclosing Party may recover its
costs and reasonable attorneys' fees in the event the Receiving Party breaches
this Section 9 or misappropriates the Disclosing Party's Confidential
Information.
(f) The provisions of this Section 9 shall survive termination of
this Agreement.
10. Indemnification.
(a) Intellectual Property. Subject to the limitation set forth in
Section 10(4), Licensor agrees to indemnify, defend and hold harmless Licensee,
its affiliates, and its/their officers, and employees from and against any and
all third party claims as incurred by Licensee to the extent that the Software
delivered by Licensor or the use of any services provided with respect to
Development Support or Maintenance Support (the "Licensor Materials") is alleged
to infringe any patent, copyrights or intellectual property right registered or
otherwise protected under the Laws of the United States or any other nation.
Licensor will not indemnify Licensee to the extent the infringement is caused by
the misuse or modification of the Software by Licensee, and in such case subject
to the limitation set forth in Section 10(4) , Licensee shall indemnify and hold
harmless Licensor, its affiliates, and its/their officers and employees from and
against any and all third party claims as incurred by Licensor as a result of
such misuse or modification.
(b) General. Except for claims of infringement of a patent,
copyright or intellectual property right, each party (the "Indemnifying Party")
subject to the limitation set forth in Section 10(4) shall at all times during
the term of this Agreement and thereafter, indemnify, defend, and hold the other
party ("the Indemnified Party"), its affiliates, and its/their officers and
employees harmless against any and all Claims, actions, demands, liabilities,
losses, damages, costs, payments, and expenses (including reasonable attorneys'
fees and expenses) (collectively, "Claims"), arising out of the death of or
injury to any person or persons or out of any damage to real or personal
property and against any other Claim of any kind whatsoever resulting from any
occurrence caused by and attributable to the Indemnifying Party, its
subcontractors', or its agents' acts or omissions during the performance of this
Agreement. If both parties are or may be obligated to each other as a result of
different actions taken by each party or actions taken jointly by both parties,
then each party agrees to contribute to the amount of such Claims as is
appropriate to reflect the relative fault of such party in connection with the
event that resulted in such Claims. The relative fault of each party shall be
determined by reference to, among other things, each party's relative intent,
knowledge, access to information, and opportunity to correct or prevent the
circumstances resulting in such Claims.
(c) Procedures Relating to Indemnification.
(i) Scope. The procedures set forth in this Section 10 (3)
shall apply with respect to any actual or potential Claim, any written demand,
the commencement of any action, or the occurrence of any other event which
involves any matter or related series of matters against which Licensor or
Licensee (an "Indemnified Party") is indemnified by a Party hereto (the
"Indemnifying Party") under Section 10(3) or Section 10(3) hereof.
(ii) Notice. Upon receiving notice in writing of the
commencement of any Claim from a third party, the Indemnified party shall give
written notice of such Claim, in reasonable detail, to the Indemnifying Party no
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July 21, 2005 Page 6
later than thirty (30) days after receiving such notice, stating the amount
involved, if known, together with copies of any written documents initiating or
asserting such a Claim. The failure to so notify, or any delay in so notifying,
shall not relieve the Indemnifying Party hereunder unless and only to the extent
that the Indemnifying Party did not otherwise learn of such Claim and such
failure or delay results in the forfeiture by the Indemnifying Party of
substantial rights and defenses, and will not in any event relieve the
Indemnifying Party from any obligations to the Indemnified Party under this
agreement other than the indemnification obligation provided in Section 10(1) or
Section 10(2) hereof, as the case may be.
(iii) Assumption of Defense. The Indemnifying Party shall be
entitled to assume the defense of any Claim for which indemnification is sought
hereunder with counsel of its choice and at its expense (in which case the
Indemnifying Party shall not thereafter be responsible for the fees and expenses
of any separate counsel retained by the Indemnified Party except as set forth
below); provided, however, that such counsel shall be reasonably satisfactory to
the Indemnified Party. Notwithstanding an election by the Indemnifying Party to
assume the defense of such Claim, the Indemnified Party shall have the right to
employ separate counsel and to participate in the defense of such Claim; and the
Indemnifying Party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the Indemnifying Party to
represent the Indemnified Party would present such counsel with a conflict of
interest; (ii) the Indemnifying Party shall not have employed counsel reasonably
satisfactory to the Indemnified Party to represent the Indemnified Party in
writing within a reasonable time after notice of the institution of such Claim;
or (iii) the Indemnifying Party shall authorize the Indemnified Party to employ
separate counsel at the Indemnifying Party's expense.
(iv) Cooperation. The Parties agree to cooperate, share
information (subject to the need to preserve any applicable privilege), and
consult in good faith to the fullest extent possible, at the Indemnifying
Party's expense, in connection with any Claim in respect to which
indemnification is sought under this Agreement.
(d) Notwithstanding any contrary provision in this Section 10, the Indemnifying
Party shall not be liable for any indemnified claim in excess of One Million
Dollars ($1,000,000).
11. Representations and Warranties
(a) Warranty. Licensor represents and warrants the following:
(i) All Development Support and Maintenance Support under
this Agreement shall be performed in good and workmanlike manner in accordance
with industry standards.
(ii) Licensor has and shall have all right, title and
interest necessary to license the intellectual property and other proprietary
rights where required under this Agreement, and Licensor has and shall have all
powers necessary to transfer such rights and to execute all instruments required
under this Agreement with respect to such rights.
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July 21, 2005 Page 7
12. Non-Solicitation. During the term of this Agreement and for one (1) year
after the termination of this Agreement for any reason, Licensee shall not,
directly or indirectly, (a) solicit for employment or in any other manner employ
or obtain the services of any person or entity that is or was, within the
preceding 12 month period, an employee, officer, manager or member of Licensor
or any of its subsidiaries or affiliates (each a "Restricted Party" and
collectively the "Restricted Parties"), or (b) solicit, persuade, entice, induce
or encourage any Restricted Party to terminate employment or terminate any other
agreement with Licensor or any of its subsidiaries or affiliates, other than
pursuant to the terms of a written agreement between Licensor and Licensee.
Licensee acknowledges that it would be impractical and extremely
difficult to determine the exact amount of Licensor' damages in the event of
Licensee's breach of this Section 10. Accordingly, Licensor and Licensee agree
that, in addition to Licensor's other legal and equitable remedies, Licensor
shall have the right to require Licensee to pay Licensor as liquidated damages
(and not as a penalty) for any violation of this Section 10 equal to the greater
of (i) three (3) times the total compensation (including without limitation all
benefits) paid by Licensor to such Restricted Party during the twelve month
period before any such violation, or (y) six (6) times the total compensation
(including without limitation all benefits) paid or anticipated to be paid,
pursuant to existing contracts or other arrangements, during any six month
period including the date of such violation.
13. Intellectual Property Notification. The Licensee agrees to provide
notification on the home page of its haggle product, in small print font, of all
Licensor's patents, patents pending, copyrights, and trademarks related to the
Software.
14. Miscellaneous.
(a) Arbitration. If any dispute arises regarding this Agreement,
the party seeking to enforce its rights hereunder shall submit the dispute to
arbitration to a three member panel in the city or county where the other party
has its principal executive office. Any such claims shall be made pursuant to
the rules of the American Arbitration Association and shall be subject to the
laws of the state where the proceeding is commenced. The arbitration panel shall
not in any even award punitive or exemplary damages, but may award equitable
relief, arbitration costs and the decision of the arbitration panel shall be
final and conclusively binding on the parties, and judgment upon such award may
be entered in any court of competent jurisdiction.
(b) Notices. Any required or desired offer, notice, election or
other communication to any other party specified in this Agreement shall be made
in writing and shall be considered delivered when hand delivered, when received
via facsimile or two (2) days after being deposited in the United States mail,
registered or certified, postage prepaid, addressed to the last known principal
office of the party.
(c) Cumulative Remedies. No right or remedy in this Agreement is
intended to be exclusive, but each shall be cumulative and in addition to any
other remedy referred to herein or otherwise available to at law or in equity;
and the exercise by of any one or more of such remedies shall not preclude the
simultaneous or later exercise by of any or all such other remedies.
(d) Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
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July 21, 2005 Page 8
supersedes all prior and contemporaneous oral, written and other agreements
between the parties with respect to the subject matter hereof.
(e) Amendment. This Agreement may only be amended by a writing
signed by all of the parties hereto.
(f) Assignment. Neither this Agreement nor any rights or
obligations under this Agreement may be assigned, in whole or in part, whether
directly or indirectly, including, without limitation, by transfer of capital
stock, by transfer of ownership interests, or by merger or consolidation,
without the prior written consent of all other parties, which consent may not be
unreasonably withheld. Notwithstanding the foregoing, Licensee shall have the
right to assign this Agreement to the Parent.
(g) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be considered an original and all of which
together shall constitute one agreement.
(h) Attorneys' Fees. In any action related to this Agreement, if
any party is successful in obtaining some or all of the relief it is seeking or
in defending against the action, the other party or parties shall pay, on
demand, all costs of the successful party, including the successful party's
reasonable attorneys' fees.
(i) Headings. The descriptive headings of this Agreement are
inserted only for convenience and shall not be considered when interpreting this
Agreement.
(j) Third-Party Beneficiaries. This Agreement is intended to
benefit only the parties to this Agreement, their successors and permitted
assigns. No other person, entity, enterprise or association is an intended or
incidental beneficiary of this Agreement.
(k) Severability. If any provision of this Agreement, which by
its terms purports to create a binding contractual obligation, shall be invalid
or unenforceable, the remainder of this Agreement, which can be given effect
without such invalid or unenforceable provision, shall remain in full force and
effect in all other circumstances.
(l) Waiver. The waiver by either party of a breach of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach by such party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 2nd day of September, 1999.
GLOBAL TRAVEL NETWORK, LLC,
a Delaware limited liability company
By: Xxxxxxx X. Xxxxx, President
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TAURUS teleSYS INC.
a Virginia corporation
By: Xxxxxx Xxxxx, President
XXXXXXXX.XXX, INC.
By: Xxxxxxx X. Xxxxx, President
Software License Agreement
July 21, 2005 Page 10
EXHIBIT A
DESCRIPTION OF THE SOFTWARE
The Software consists of an Internet web-based service for brokering
commercial transactions between buyers and merchants. These are accomplished as
easily as implementing a telephone, fax, and web interface. The potential buyer
makes a reservation starting from a web page. The Software calls the service
provider, makes the desired reservation and responds with a confirmation. All of
this happens online and without any Internet infrastructure needed by the
service provider. The web interface includes the ability to negotiate the price
and to conduct telephone buyer assistance. Additional functionality is provided
to the buyer by allowing phone cancellation and review.
The service provider connection is via telephone, but it can include
fax, fax and phone together, or a web interface. A telephone interface or a web
interface supports providing the service provider's information, such as
availability and rates. Authentication, identification and security are built
into the architecture of the Software. Provision for secure use by an
agent/broker is also inherent in the design.
Additionally, the patent which is pending, when issued, shall be
considered part of this Agreement.
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