*** Text Omitted and Filed Separately
Confidential Treatment Request
Under 17 C.F.R. ss 200.80(b)(4),
200.83 and 230.406
FIRST AMENDMENT TO
DATABASE LICENSE AGREEMENT
THIS FIRST AMENDMENT TO DATABASE LICENSE AGREEMENT (the "Amendment") is
made and entered into as of this 7th day of December, 2001, by and
among KNOWLEDGEMAX, INC., a Delaware corporation (the "Company") and XXXXX
& XXXXXX, INC., a Delaware corporation ("B&T" and together with the
Company, the "Parties"). This Amendment amends the Database License
Agreement (as defined below).
WITNESSETH
A. The Parties are parties to that certain Database License
Agreement, dated as of July 2, 1998 (the "Database License
Agreement"); and
B. As evidenced by their signature to this Amendment, the
Parties desire to amend the Database License Agreement as provided
below.
NOW, THEREFORE, in consideration of these premises and for other
good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
The Database License Agreement is, effective immediately prior to
the Closing (as defined in that certain Agreement and Plan of Merger
and Reorganization, dated as of December 7, 2001, by and among
Sideware Systems, Inc., a British Columbia, Canada corporation, KM
Acquisition Corp., a Delaware corporation, and the Company (the
"Merger Agreement")), hereby amended as follows:
1. Section 5.1 of Database License Agreement is hereby amended and
restated in its entirety as follows:
"5.1 License Fees. The license granted in this
Agreement shall be free of charge beginning on the
effective date of the Agreement up to and including the
date of the first anniversary of the "Effective Time" as
such term is defined in that that certain Agreement and
Plan of Merger and Reorganization, dated as of December 7,
2001, by and among Sideware Systems, Inc., a British
Columbia, Canada corporation, KM Acquisition Corp., a
Delaware corporation, and KnowledgeMax. From and after the
first anniversary of the Effective Time up to and including
July 1, 2006, KnowledgeMax will pay B&T [ *** ] net of any
applicable taxes (other than taxes on KnowledgeMax's
income. In the event that KnowledgeMax has licensed or
charged a fee for the use of a database consisting of B&T
data commingled with data not provided by B&T, then the
revenue derived from the use of such database will be
multiplied by the percentage of the records in the database
attributable to B&T before calculating B&T's [ *** ]
license fee. If
*** Confidential Treatment Requested.
1.
the Agreement is renewed, the parties
will agree on a mutually acceptable license fee."
2. Section 7.1 of Database License Agreement is hereby amended and
restated in its entirety as follows:
"7.1 Term. Unless otherwise terminated as provided in
this Agreement, the term of this Agreement shall be for
eight years from the effective date of the Agreement until
July 1, 2006. The Agreement may be extended at the option
of KnowledgeMax for additional terms of one year, subject
to mutual agreement of the parties on an applicable license
fee. If KnowledgeMax desires to extend this Agreement, it
will notify B&T at least ninety (90) days prior to the end
of the then-current term or extended term, in which case
the parties will negotiate in good faith upon an applicable
license fee for the one year extension of the term. If the
parties do not agree on the license fee, then the agreement
shall expire at the end of the then-current term or
extended term."
4. All other terms and conditions of the Database License Agreement
shall be unaffected hereby and remain in full force and effect.
5. This Amendment shall be null and void in the event that (i) the
Merger Agreement is terminated prior to the consummation of Closing,
(ii) the Closing does not occur on or before June 30, 2002 or (iii)
if the terms of the Merger Agreement change in any material respect
from the terms most recently provided to B&T prior to B&T's
execution of this Amendment.
6. This Amendment may be executed in one or more counterparts, each of
which will be deemed an original but all of which together shall
constitute one and the same agreement.
[THIS SPACE INTENTIONALLY LEFT BLANK]
2.
IN WITNESS WHEREOF, the parties hereto have executed this FIRST
AMENDMENT TO DATABASE LICENSE AGREEMENT as of the date first above written.
THE COMPANY:
KNOWLEDGEMAX, INC.,
By: /s/ Xx Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: CO-CEO
B&T:
XXXXX & XXXXXX, INC.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Executive VP
FIRST AMENDMENT TO DATABASE LICENSE AGREEMENT
