SOFTWARE LICENSE AGREEMENT Agreement No. SBCSLA01
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AN AGREEMENT made the 16th day of November, 2000 between
TCS (CANADA) LIMITED, a Company incorporated under the laws of Ontario,
with registered offices located at 000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx,
Xxxxxxx, Xxxxxx, X0X 0X0, (hereinafter referred to as the "Licensor") and
SECURITY BANCORP INC., a Company incorporated under the laws of Alberta
with registered offices at Bldg. F, Unit 3 - 0000 0xx Xxxxxx X.X.,
Xxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0, (hereinafter referred to as the
"Licensee").
WHEREAS:
(a) the Licensor [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] certain TCS Point of Sale Terminal
Application [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION], each of which contains [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]; and
(b) the Licensee desires to acquire [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]. The TCS Point of
Sale Terminal Applications [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] under this
agreement are specifically named in Schedule A.
NOW THEREFORE for [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION], the receipt of which by each is hereby
acknowledged, Licensor and Licensee agree as follows:
1. Definitions
The following expressions shall, where the context so permits, have the meanings
hereby respectively assigned to them.
1.1 "Acceptance" is as defined in section 2.2.
1.2 "Agreement" means this Agreement concluded between the Licensee and
the Licensor named therein incorporating these Conditions and
includes:
(a) any alteration of the said Agreement which may be agreed in writing
between the Licensee and the Licensor, and
(b) all specifications or other documents which are prepared pursuant to
the said Agreement which may be agreed in writing between the
Licensee and the Licensor.
SOFTWARE LICENSE AGREEMENT No. SBCSLA01
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1.3 "Delivery" is completed when the Licensee initially receives shipment of
the System or if the Licensee has [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] to the Licensor,
which said service is negotiated under a separate agreement, then Delivery
is completed when the Licensor [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] the System in an
Eligible Point of Sale Terminal [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]. Delivery is
unique for each [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] of a unique TCS Point of Sale
Terminal Application Product licensed by the Licensee.
1.4 "Eligible Point of Sale Terminal" means one of the devices listed in
Schedule A, as eligible for the licensed product, and which is
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] by the Licensee, or third party persons under
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] with the Licensee and [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] the
Licensee.
1.5 "Licensee" means Security Bancorp Inc. and includes its successors and
assigns.
1.6 "Licensor" means TCS (Canada) Limited named in the Agreement who by the
Agreement grants license to use the Software License and includes its
successors and permitted assigns.
1.7 "Program/Software" means the [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] to be provided by
the Licensor necessary for the [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of the System.
1.8 "System" shall mean the [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] by Licensor known as the TCS
Point of Sale Terminal Application Products and any subsequent releases
thereof and related documentation. The System is [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
for each Terminal Application. The different Terminal Applications are
specified in Schedule A.
1.9 "Term" shall mean a period of [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] from the date of
execution of this Agreement by both parties.
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SOFTWARE LICENSE AGREEMENT No. SBCSLA01
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2. Grant of License
2.1 In consideration of the [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] by Licensee to Licensor as
hereinafter provided, the Licensor hereby grants to Licensee a
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] the System for itself, subject to the terms and
conditions specified herein. The Licensee shall [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
the System or this Agreement without prior consent of the Licensor.
2.2 For a period of [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] after the Delivery Date (the
"[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] "), the Licensee shall be entitled
to[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION], as it considers necessary to verify whether the
System functions in accordance with the specifications. The Licensee will
issue a notice signifying Acceptance of the System, after completing
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] to its satisfaction. If any deficiencies are found,
the Licensee will inform the Licensor of the deficiency in detail, and in
writing. The Licensor will have a minimum of [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] business
days to provide corrections for the discrepancy. Following receipt of the
correction, the Licensee will have a further [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] (the
"[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] ") to complete [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]. If the
Licensee does not notify the Licensor of Acceptance or of deficiencies
within the aforesaid periods, the Licensee will be deemed to have issued
notice of Acceptance on the later of:
(a) the [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION].
(b) the [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] following receipt of a
correction.
Notwithstanding the foregoing, if the Licensee commences using the System
in the live operations of its business, the Licensee will be deemed to
have issued a notice signifying Acceptance of the System.
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SOFTWARE LICENSE AGREEMENT No. SBCSLA01
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3. Use
3.1 Licensee may [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] the System except in the [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] by employees or agents of the Licensee, and has [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] the System in whole or in part except as expressly provided in
this Agreement.
4. Payment of Fees
4.1 Licensee shall [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] to the Licensor [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
in accordance with Schedule A hereto on the terms as set out therein. The
Licensee shall [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] from Licensor, [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
the Licensor for [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION].
4.2 All [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] as a result of this agreement are [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] after the [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION]. The Licensee agrees to
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION].
5. Provision of Installation
5.1 Licensee is responsible [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] by using [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] as are defined by the Licensor for the purpose of
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] the System. Such services are negotiated under a
separate agreement.
6. Copyright and Proprietary Rights
6.1 Licensor shall [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] in the System and all other
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
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SOFTWARE LICENSE AGREEMENT No. SBCSLA01
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SECURITIES AND EXCHANGE COMMISSION] therein and in all [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] to the Licensee hereunder.
6.2 The Licensee understands and agrees that the System constitutes
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] of the Licensor and represents a [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] to the Licensor. The Licensee agrees to [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
the said System in [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] and except as provided for in this
Agreement, agrees not to [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], the System in
whole or in part, or any [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] relating thereto;
the Licensee agrees to take all reasonable precautions to ensure that no
unauthorized persons shall have access to the System and that all
authorized persons having access to the System shall refrain from any such
disclosure, [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]. If any unauthorized use is made of
the System by a third party as a result of the Licensee's negligence, or
the negligence of those for whom the Licensee is in law responsible,
Licensee shall [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] to Licensor immediately on demand,
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] which such third party [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] to the
unauthorized user at the beginning of the period of unauthorized use.
Licensee agrees to [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] incurred by Licensor in
restraining unauthorized use.
7. Warranties
7.1 Licensor represents and warrants to Licensee that as of the date hereof
Licensor has the right to grant the licenses and other rights granted
herein and that the System does not infringe any patent, copyright,
trademark or other intellectual property right (including trade secrets)
or similar right, of any third party. Licensor further represents and
warrants to Licensee that no claim, whether or not embodied in an action
past or present of infringement of any copyright, patent, trademark or
other intellectual property right or similar right has been made or is
pending against the Licensor relative to the System.
7.2 The Licensor warrants that at the date of Acceptance of each unique TCS
Point of Sale Terminal Application and for a period of [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]
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SOFTWARE LICENSE AGREEMENT No. SBCSLA01
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thereafter (the "Warranty Period"), the System will operate substantially
in accordance with the applicable specifications previously supplied to
Licensee. The Licensor's [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] under this
warranty shall be to [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] upon written notification
from Licensee during the Warranty Period.
Such notification shall [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] and shall be [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION], which can be carried out by Licensor on [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
to that of the Licensee. Licensor shall use its best efforts to
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION].
Licensor shall have the opportunity to make [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] within a
reasonable time to [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]. Licensee acknowledges that
Licensor does not represent or warrant that:
(a) The operation of the System will [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION];
(b) The operation of the System will [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].
This Warranty shall not apply if:
(a) the System is not used in accordance with the Licensor's
instruction;
(b) any part of the System shall have been altered, modified, or
converted by the Licensee;
(c) any of the Licensee's [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]; or
(d) any other cause within the control of the Licensee results in part
of the System becoming inoperative.
Licensee acknowledges that sophisticated computer software such as the
System may [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION], which may [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
by Licensor during creation or testing of the System, notwithstanding that
Licensor fulfils the highest industry standards in the development of the
System. Therefore, Licensee agrees that;
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THE FOREGOING WARRANTY IS [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] INCLUDING BUT NOT
LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY AND
FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE
IN LAW OR [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]. LICENSOR SHALL [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
WITHOUT LIMITATION OF [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] OR ANY OTHER [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] WHICH MAY BE CAUSED DIRECTLY OR [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] BY THE
INADEQUACY OF THE SYSTEM OR ANY [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] THEREIN.
LICENSEE AGREES THAT EXCEPT AS OTHERWISE PROVIDED IN PARAGRAPH 7 HEREOF
LICENSOR'S LIABILITY UNDER THIS AGREEMENT FOR DAMAGES FOR LOSS OR INJURY
SHALL [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] THE LICENSOR BY THE LICENSEE
HEREUNDER.
8. Provision of Software Support Services
8.1 Licensor agrees to [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] for the System for the Term, at
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] in Schedule A.
8.2 The Licensor will [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] to the Licensee during the
Licensor's regular business days, Monday through Friday from 09:00 to
17:00 Eastern Standard Time (EST), from the Licensor's designated office
location. Through this assistance the Licensor will [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
in accordance with section 8.5, if correction can be made [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] and will incorporate system [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].
8.3 The [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] described in section 8.2 is not to be used for
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]. If the Licensor determines that the
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SOFTWARE LICENSE AGREEMENT No. SBCSLA01
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[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] is being used for [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], the
Licensee shall [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] to the Licensor, the Licensor's then
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION].
8.4 The Licensor shall, if, as and when it deems necessary, provide the
Licensee with [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] for the System, which may contain
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] and, if applicable, [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] applicable
to the System release. These releases do not include [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].
8.5 If the Licensee suspects that a [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] in the System, the
Licensee shall notify the Licensor by facsimile, in writing or by e-mail
of its suspicions. A [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] is defined as an instance
whereby the System [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]. This notification shall
comprehensively describe the nature of the [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] and
provide details of the circumstances of its occurrence. Upon receipt of
the Licensee's notice, the Licensor shall use its best efforts to confirm
the [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]. If the Licensor confirms the [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION], the Licensor shall [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] as part of its
obligations hereunder; if the Licensor determines that [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] the Licensee [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] the Licensor for
its efforts at the Licensors [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] then in effect.
8.6 If the Licensee has elected not to subscribe for the [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION],
the Licensee may at any time [CONFIDENTIAL PORTION DELETED
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SOFTWARE LICENSE AGREEMENT No. SBCSLA01
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AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
specified in Schedule A.
8.7 From time to time the Licensor will make new releases of the System
available to [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] of the software [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].
When a new release becomes available, all [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].
9. Indemnification
9.1 Licensor agrees to indemnify and hold harmless Licensee against any and
all [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] arising out of a breach of the warranty set forth
in Section 8 provided that the System is being used in accordance with the
terms and conditions of the Agreement and under normal use and that
Licensee notifies Licensor in writing promptly after receiving notice of
any such claim or suit and allows Licensor the opportunity to defend or
settle any such claim or suit at [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]. Licensee agrees
to co-operate fully with Licensor in the defense of any claim or suit. If
any claim has occurred, Licensee agrees to permit Licensor at its
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]. If neither of the foregoing alternatives is
reasonably available, Licensee agrees on [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] written
notice from Licensor to return or destroy all copies of the System
received from Licensor pursuant hereto. Licensor will [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] in mentioned cases [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] by Licensee up to
the moment. Licensor shall have no obligation to defend Licensee or
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] for any claim based on any portion of the System that
has been [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] by Licensee or for any claim based
upon [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION].
10. Term and Termination
10.1 The term of this Agreement shall commence on the earlier of the date of
execution of this Agreement by both parties or the Delivery Date and shall
continue for the Term unless sooner terminated in accordance with the
provisions set forth hereinafter.
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10.2 Licensee shall have the right to terminate this Agreement during the
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] or the Warranty Period, if the [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
to its specifications. This shall be the [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] and extent
of the Licensor's [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] under this condition. Any
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] to this moment will be [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] by the
Licensor.
10.3 Licensor shall have the right to terminate this Agreement at any time in
the event of a material breach by Licensee of its obligation under this
Agreement. Such termination shall become effective [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
after the receipt of written notice by Licensee of such breach, unless the
Licensee shall have corrected the breach before the expiration of the
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] period. On termination of this Agreement,
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] of the Licensee fee shall be required.
10.4 Notwithstanding any termination of this Agreement, the representations and
warranties under the Sections entitled "Warranties" and the rights and
obligations under the Sections entitled [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] and
"Indemnification" shall [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] and [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
and [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] the parties and their legal representatives,
successors, heirs and assigns.
10.5 Upon termination of this Agreement, all [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] to Licensee
hereunder shall [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] Licensor. Licensee agrees to
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] to it hereunder.
11. General
11.1 Assignment
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11.1.1 This Agreement and the rights and obligations hereunder shall
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] in whole or in part by either party without the
prior written consent of the other party and any proposed assignment
without such written consent shall be void and of no effect.
Notwithstanding anything herein, either party shall be entitled
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] its rights and obligations under this Agreement
to a subsidiary of that party provided that such subsidiary shall agree
in writing to be bound by the terms and conditions hereof in lieu of the
original party. The covenants, conditions and obligations herein
contained [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] upon and [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
of the parties hereto.
11.2 Notice
11.2.1 Any notice, payment, or other communication required or permitted to be
made or given to either party hereto personally delivered or if sent to
such party by facsimile with the original sent by registered mail (except
that certified or registered mail may be used where delivery is in the
same country of mailing), postage prepaid, addressed to it at its address
set forth in this Agreement, or to such other address as it shall
designate by written notice given to the other party. Any such notice,
payment or communication shall be deemed to be given or made if
delivered, when delivered and if mailed, on the date of mailing.
Address for Notices to Security Bancorp Inc.
Xxxx. X, Xxxx 0 - 0000 0xx Xxxxxx X.X.,
Xxxxxxx, Xxxxxxx,
Xxxxxx, X0X 0X0
Facsimile: 000-000-0000
e-mail: Xxx@xxxxxxxxxxxxxxxxxx.xxx
Address for Notices to TCS (Canada) Limited:
000 Xxxxxx Xxxxx, Xxxxx 000,
Xxxxxxxx, Xxxxxxx,
Xxxxxx, X0X 0X0
Facsimile: 000-000-0000
11.3 Currency
11.3.1 All reference in this Agreement and the Attachments to "dollars", "CAD",
and "$" shall mean lawful currency of Canada.
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11.4 Force Majeure
11.4.1 Those obligations which allegedly cannot be met due to force majeure, and
only those obligations, shall be suspended during the continuance of the
force majeure occurrence, and the inability to perform such obligations
shall not be a breach of this Agreement; provided, however; that the
party availing itself of force majeure shall continue to exercise all due
diligence to overcome the inability. As used herein, "Force Majeure"
shall mean causes without a party's fault or negligence including, but
not limited to, Acts of God, accident, war, fire, lockout, strike or
labour dispute, riot or civil commotion, act of the public enemy,
enactment, rule, order or act of civil or military authority, acts or
omissions of the other party or judicial action.
11.5 Waiver
11.5.1 [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] hereunder, irrespective of the length of time
for which such failure continues, shall [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] waiver of
those or any other rights.
11.6 Titles
11.6.1 Titles or captions contained in this Agreement are inserted only for
convenient reference, and in no way define, limit or describe the scope
or intent of this Agreement or any provisions hereof.
11.7 Entire Agreement
11.7.1 The foregoing provisions and Schedule A of this Agreement constitute the
entire Agreement between the parties and shall supersede all prior
Agreements, oral or written and all other communications between them
relating to the subject matter hereof. No changes or additions to this
Agreement shall have effect unless in writing and properly executed by
both parties.
11.8 Governing Law
11.8.1 This Agreement shall be construed, and the legal relations between the
parties hereto shall be determined, in accordance with the laws of
Ontario, Canada in force therein.
IN WITNESS WHEREOF, the Licensor and the Licensee have hereunto set their
hands.
TCS (CANADA) LIMITED SECURITY BANCORP INC.
Date: ____________________________ Date: ______________________________
Signed: ___________________________ Signed: ____________________________
Name: ____Mike Kelso______________ Name: _____________________________
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SOFTWARE LICENSE AGREEMENT No. SBCSLA01
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Title: _____Vice-President___________ Title: _____________________________
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SOFTWARE LICENSE AGREEMENT No. SBCSLA01
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SCHEDULE A No. SBCSLA01
The following specific licenses are granted by the License Agreement named
above, subject to the fees and terms stated in this schedule.
1. Currency
All amounts are quoted in Canadian Dollars.
2. Definitions
2.1 "Delivery" is [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES & EXCHANGE COMMISSION]
2.2 "Eligible Point of Sale Terminal" means one of the devices listed in
Schedule A, as eligible for the licensed product, and which is owned or
leased by the Licensee, or third party persons under contract or agreement
with the Licensee and operated by or for the Licensee.
2.3 "Term" shall mean a period of five (5) years from the date of execution
of this Agreement by both parties.
3. Terms of License.
3.1 The following table lists the Point of Sale Terminal Application Products
available under this agreement and the Eligible point of sale Terminals
for each. The table also indicates which specific product licenses have
been granted by way of initials by both the Licensee and Licenser.
--------------------------------------------------------------------------------
Terminal Application Eligible Terminals License Granted
Product Name Licensee Licenser
--------------------------------------------------------------------------------
[CONFIDENTIAL PORTION [CONFIDENTIAL PORTION
DELETED AND FILED DELETED AND FILED
SEPARATELY WITH THE SEPARATELY WITH THE
SECURITIES & EXCHANGE SECURITIES & EXCHANGE
COMMISSION] COMMISSION]
--------------------------------------------------------------------------------
[CONFIDENTIAL PORTION [CONFIDENTIAL PORTION
DELETED AND FILED DELETED AND FILED
SEPARATELY WITH THE SEPARATELY WITH THE
SECURITIES & EXCHANGE SECURITIES & EXCHANGE
COMMISSION] COMMISSION]
--------------------------------------------------------------------------------
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4. License and Support Pees Payable
4.1 [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES &
EXCHANGE COMMISSION]:
|_| [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES & EXCHANGE COMMISSION]
OR
|_| [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES & EXCHANGE COMMISSION]
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES &
EXCHANGE COMMISSION]
4.2 [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES &
EXCHANGE COMMISSION]
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES & EXCHANGE COMMISSION]
|_| Yes |_| No
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES &
EXCHANGE COMMISSION]
4.3 [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES &
EXCHANGE COMMISSION]
5. Payment Schedule
5.1 [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES &
EXCHANGE COMMISSION]:
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES & EXCHANGE COMMISSION]
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES & EXCHANGE COMMISSION]
5.2 [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES &
EXCHANGE COMMISSION].
5.3 [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES &
EXCHANGE COMMISSION].
5.4 Invoices for payment may be presented by the Licensor to the Licensee
following the achievement of these events. Invoices are due [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES & EXCHANGE
COMMISSION], and are subject to the terms of the license agreement.
15
