LICENSE AGREEMENT
THIS LICENSE AGREEMENT (herein referred to as the "Agreement") is
entered into in duplicate effective for all purposes and in all respects as of
the 13th day of April, 1999, by and between WAREVER, INC., a Utah Corporation,
with its principal place of business located at 000 Xxxx Xxxxxxxx Xxxx Xxxxx,
Xxxxxx, Xxxx, 00000 (herein referred to as "Warever"), and PLUS XXXX, Inc. an
Ohio Corporation (a wholly owned subsidiary of American Greetings Corporation,
an Ohio Corporation), with its principal place of business located at Xxx
Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxx, 00000-0000 (herein referred to as "Plus Xxxx"),
and XXXXX AND XXXX LICENSING, LLC, a Utah Limited Liability company having its
principal place of business at 0000 Xxxxxxxxx Xxxx, Xxxx Xxxx Xxxx, XX 00000
("Xxxxx").
RECITALS
1. Warever is in the business of researching, developing, and marketing
certain proprietary computer software products and related
instructional, reference, learning, and training manuals and systems.
2. Plus Xxxx owns all right, title, and interest to the name and xxxx
"DateWorks", along with the associated good will.
3. Xxxxx owns United States Patent No. 5,222,764, along with certain
improvements and variations with respect to the inventions covered
thereby (the "Patent"), and the name and xxxx "Pocket-It", along with
the associated good will, and has licensed the same, along with the
Patent, to Plus Xxxx.
4. Warever has and is currently developing a customized software program
known as "Pocket-It" (herein referred to as the "Pocket-It Software").
The Pocket-It Software, as defined in Section 1 C below, is a
modification of an existing proprietary software program owned by
Warever (herein referred to as the "Riptide Software"). The Riptide
Software is similar to the Pocket-It Software, but is not part of this
Agreement. Warever owns all right, title, and interest in and to said
Riptide Software.
5. Except as set forth on Schedule A, which is attached hereto and
incorporated herein, Warever owns all right, title, and interest in and
to the Pocket-It Software.
6. Plus Xxxx desires to obtain certain reproduction and marketing rights
from Warever to the Pocket-It Software on the terms and conditions
described herein.
NOW, THEREFORE, in consideration of the foregoing, the mutual promises
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending
legally to be bound, hereby agree as follows:
OPERATIVE PROVISIONS
1. Definitions. For purposes of this Agreement, the following definitions
shall apply to the respective terms:
A. "Warever" shall be defined to mean WAREVER, INC., a Utah
Corporation; and any of its designated agents or affiliates.
B. "Plus Xxxx" shall be defined to mean PLUS XXXX, an Ohio
Corporation (a wholly owned subsidiary of American Greetings Corporation, an
Ohio Corporation); and any of its designated agents or affiliates.
C. The "Pocket-It Software" shall be defined to mean that certain
Pocket-It customized computer software program, developed by Warever., and any
related or derivative works, including books, manuals, outlines, tapes, videos,
etc., developed by Warever for use in connection with the Pocket-It Software.
The Pocket-It Software is a companion to the Pocket-It paper-based planning
system. The Pocket-It Software enables the user to print a variety of reports
directly onto the Pocket-It planning system's forms. The Pocket-It Software is
intended to be marketed and sold in conjunction with the Pocket-It paper-based
planning system. Except as set forth in Schedule A, Warever possesses full
ownership rights in and to the Pocket-It Software.
D. The "Riptide Software" shall be defined to mean that certain
Riptide computer software program, and any related or derivative works,
including source code, books, manuals, outlines, tapes, videos, etc. The Riptide
Software is similar to the Pocket-it Software, but is not part of this
Agreement. Warever possesses full ownership rights in and to the Riptide
Software.
2. Development of the Pocket-it Software; Conditions Precedent. Warever
shall be responsible to develop the Pocket-it Software for delivery to Plus Xxxx
on or before April 19, 1999. The obligations of PlusMark under this Agreement
are subject to satisfaction, at or prior to April 19, 1999, of the condition
that PlusMark shall have approved the Pocket-It Software for initial release.
Such approval shall be in writing and shall not be unreasonably withheld. If
Plus Xxxx determines that product modifications or enhancements are necessary in
order to approve the initial release of Pocket-It Software, the parties will use
commercially reasonable efforts to work together in an expeditious manner to
implement those modifications or enhancements, and the deadline for completion
of the Pocket-It Software shall be extended during such time, for a period not
to exceed sixty (60) days. Except for the initial product release, any product
modifications or enhancements will be implemented in a subsequent release of the
product and will not prevent current product from being marketed and sold.
3. Reproduction, Marketing and Sales. Warever hereby grants to Plus Xxxx
an exclusive license to make, have made, reproduce, have reproduced, package,
market, distribute, promote, use, and sell the Pocket-It Software through any
retail outlets throughout the United States of America during the term of this
Agreement. The parties understand, acknowledge, and agree that Warever may
reproduce, package, market, and sell, or contract with other individuals or
entities to reproduce, package, market, and sell, the Riptide Software
throughout the world during the term of this Agreement. The parties further
understand and acknowledge that Plus Xxxx and Xxxxx are in no way prohibited
from developing or having developed other software for use in connection with
the Pocket-It paper-based planning system, provided such
software does not infringe any of Warever's rights with respect to the Pocket-It
Software.
4. Customer Registration and Support. For all Pocket-It Software sold
pursuant to this Agreement, Plus Xxxx shall be responsible for inserting
customer registration cards in each package for the purpose of capturing the
names, addresses, telephone numbers, e-mail addresses, and other information to
identify each customer that purchases the Pocket-It Software. The registration
card is to be mailed by the Customer to Warever Corporation's corporate address
provided. Warever shall then be responsible to register all the customers who
send in a registration card or register by electronic means, and provide them
with appropriate and reasonable product support. The parties acknowledge and
agree that Plus Xxxx and Warever jointly own all right, title, and interest in
and to the customer information. One of the primary, but not exclusive, purposes
for which Warever is to use the customer information is to ascertain feature
preferences by the customers. Such customer feature preferences will be
considered by Warever for implementation in future version releases of the
Pocket-It Software.
5. Royalty Payments. As consideration therefor, Plus Xxxx hereby agrees to
pay Warever a royalty fee of Five and 00/100 Dollars ($5.00) for each individual
Pocket-it Software program (unit) sold by a retail outlet throughout the United
States of America during the term of this agreement and for which PlusMark is
paid by the retailer, less all returns. Plus Xxxx shall send (by United States
mail) to Warever within thirty (30) days following the end of each month a
report for the previous month detailing all sales of the Pocket-It Software by
the retail outlets, which said report shall include information concerning: (a)
the name, address, and telephone number of each retail outlet; (b) the dates and
number of the Pocket-It Software programs (units) sold by each retail outlet;
and (c) the appropriate royalty fee payment.
6. Inspection and Auditing. PlusMark shall keep and maintain complete and
accurate records of the transactions underlying the reports to be furnished
hereunder. All books of accounts and records shall be kept available for at
least two (2) years from the date of the report to which they relate. Warever
may, at Warever's expense and on ninety (90) days' advance written notice to
PlusMark, conduct an annual audit of PlusMark's books of accounts and records
relating to the reports to be flirnished hereunder. Such audit shall be
conducted during regular business hours at a mutually agreeable time and place
and shall not materially interfere with the conduct of PlusMark's business.
7. License. Subject to the terms and conditions herein set forth, Warever
hereby grants to Plus Xxxx an exclusive, non-transferable License to use the
Pocket-It Software solely for the purposes set forth in Sections 3 and 4 above.
This License shall become effective upon the date of this Agreement, and shall
continue throughout the term of this Agreement. This License shall terminate
upon the termination of this Agreement. The termination of the License shall in
no way restrict the right of PlusMark and/or resellers to sell, advertise, and
promote those individual Pocket-It Software programs which were produced during
the term of this Agreement, so long as Warever continues to be compensated for
the products sold according to the terms of this Agreement. Warever warrants and
represents that it (1) has authority in all respects to enter this Agreement;
(2) holds all such rights, title, and interest in the Pocket-It Software as
required to permit Warever to enter into this Agreement; and (3) that the
obligations and rights herein granted shall be binding upon its successors and
assigns.
8. Ownership of the Pocket-It Software. The Pocket-It Software shall be the
sole and exclusive property of Warever and shall not be reproduced, marketed,
distributed, sold, licensed, used, revealed, disclosed, or communicated,
directly or indirectly, by Plus Xxxx to any person or entity whatsoever other
than pursuant to the License and for the purposes specifically set forth herein.
Plus Xxxx acknowledges Warever's ownership, right, title, and interest in the
Pocket-It Software, and of the copyrights, trademarks, and patents thereto and
in any and all derivative works therefrom. Plus Xxxx further acknowledges that
it does not acquire any rights of ownership in the Pocket-It Software by reason
of performing its duties hereunder and/or providing certain contributions in the
development of the Pocket-It Software.
9. Discoveries and Improvements. Warever shall own those modifications,
improvements and developments to the Pocket4t Software made by Warever
independently of PlusMark during the term of this Agreement and PlusMark shall
own those modifications, improvements and developments to the Pocket-It Software
made by PlusMark independently of Warever during the term of this Agreement. The
parties shall jointly own all jointly developed modifications, improvements and
developments made during the term of this Agreement. Neither party shall
preclude the other from using any independent or joint developments as long as
such party continues to distribute, promote or sell the Pocket-It Software.
10. Copying Restrictions and Requirements. Plus Xxxx agrees that on each
copy of the Pocket-It Software it shall properly reproduce all notices of
Warever's patent, copyright, trademark, or trade secret rights as provided by
Warever. Plus Xxxx also agrees that on each copy of the Pocket-It Software it
shall property reproduce Warever's logo, design style, and layout as provided by
Warever. Furthermore, Plus Xxxx shall also include in each package (unit) of the
Pocket-It Software program a shrinkwrap license agreement to be provided by
Warever. Nothing in section 10 shall restrict PlusMark from reproducing on
copies of the Pocket-It Software any Pocket-It patent, copyright, trademark
rights, logo, design style and layout, or any other patent, copyright, trademark
rights, logo, design style and layout, in the manner and style as PlusMark sees
fit.
11. Indemnification.
A. By Warever. Warever hereby agrees to indemnify, defend, and
hold harmless PlusMark, its subsidiaries, affiliates, and their respective
officers, directors, employees, and agents, from and against all claims, losses,
damages, expenses, obligations, penalties, demands, suits, procedures,
assessments, judgments, costs and liabilities (including the reasonable costs of
collection, investigation, attorney's fees and other reasonable costs of
defense) arising out of or resulting from: (1) any breach or alleged breach of
any warranty or representation; (2) the authorized use by PlusMark of the
Poeket-It Software; (3) any claims of infringement, including all copyright,
trademark, patents, or other intellectual property rights associated with the
Pocket-It Software (except claims based on the intellectual property rights
listed in Schedule A), or on the negligence or intentional misconduct of
PlusMark; or (4) Warever's performance of its obligations under this Agreement.
B. By PlusMark. PlusMark hereby agrees to indemnify, defend and
hold harmless Warever, its subsidiaries, affiliates, and their respective
officers, directors, employees and agents, from and against all claims, losses,
damages, expenses, obligations, penalties, demands, suits, procedures,
assessments, judgments, costs and liabilities (including the reasonable costs of
collection, investigation, attorney's fees and other reasonable costs of
defense) arising out of or resulting from: (1) any breach or alleged breach of
any warranty or representation; (2) the authorized use by PlusMark of the
Pocket-It Software: (3) PlusMark's performance of its obligations under this
Agreement.
C. General. The parties agree to provide prompt written
notification of any claim requiring indemnification, and agree to reasonably
cooperate in the defense of any such claim. The party obligated to provide
indemnification may do so with attorneys of its own choosing, and shall have
authority to settle or otherwise dispose of such claim. The provisions of this
Section 11 shall survive the termination or expiration of this Agreement.
12. Independent Contractor Status. It is understood and agreed that the
parties are independent contractors and not officers, employees, partners,
agents, or affiliates of the other party or its customers and clients, and the
parties agree not to make any representations to the contrary. Any conduct in
which either party engages in connection with or in the performance of this
Agreement shall be solely in its capacity as an independent contractor, and
nothing in this Agreement shall be construed to the contrary. Each party agrees,
that as an independent contractor, it does not have authority to sign contracts,
notes, or obligations, or to make, purchase, acquire, or dispose of any property
for or on behalf of the other or any of its customers and clients, and shall
only have authority to perform those services specifically described herein.
Nothing in this Agreement shall be construed as creating any partnership, joint
venture, or other joint arrangement. Each party is solely and completely liable
for all labor and direct expenses in connection with any of its obligations to
be performed hereunder.
13. Confidential Information
A. Warever Confidential Information. For the purposes of this
Agreement, "Warever Confidential Information" shall mean all information,
without limitation, pertaining to Warever's trade secrets, financial and other
business data, technical information, and development of the Pocket-It Software,
including, but not limited to, drawings, tools, models, written technical
information, materials, data, know-how, source code, and oral communications,
provided that such information has been adequately identified as proprietary or
confidential or could be reasonably considered to be proprietary or
confidential. Any written or pictorial embodiments of the Warever Confidential
Information provided by Warever to PlusMark in accordance with this Agreement
are the property of Warever and shall be returned to Warever upon termination of
this Agreement.
B. PlusMark Confidential Information. For the purposes of this
Agreement, PlusMark Confidential Information shall include, without limitation,
reports, trade secrets, technical, financial, and other business data and
documentation, and all information pertaining to PlusMark's manufacture,
production and marketing of the Pocket-It Software and the Pocket-It and
Pocket-It paper-based planning systems, including but not limited to, drawings,
tools, models, written technical information, materials, data, know-how, and
oral communications, provided that such information has been adequately
identified as proprietary or confidential or could be reasonably considered to
be proprietary or confidential, including all written and oral information
already received by Warever from PlusMark prior to the execution of this
Agreement, and including the terms and existence of this Agreement. Any written
or pictorial embodiments of the PlusMark Confidential Information provided by
PlusMark to Warever in accordance with this Agreement are the property of
PlusMark and shall be returned to PlusMark upon terinination of this Agreement.
C. Exclusions The parties agree that neither the Warever
Confidential Information nor the PlusMark Confidential Information shall include
any information that:
1. is made public by the disclosing party;
2. is or hereafter becomes part of the public domain
through no wrongful act, fault or negligence on the part of
the receiving party or parties;
3. the receiving party or parties can reasonably
demonstrate is already in the possession of such receiving
party or parties and not subject to an existing agreement of
confidentiality;
4. is received from a third party without restriction
and without breach of this Agreement;
5. was independently developed by the receiving party or
parties as evidenced by its/their records; or
6. the receiving party or parties are required to
disclose pursuant to a valid order of a court or other
governmental body; provided however, that the recipient of the
confidential information shall first have given notice to the
disclosing party or parties and shall give the disclosing
party or parties a reasonable opportunity to interpose an
objection or obtain a protective order requiring that the
confidential information so disclosed be used only for the
purposes for which the order was issued.
D. Survival. The parties further agree, for a period of three (3)
years following the termination of this Agreement, not to disclose Confidential
Information of the other party to any third party, except as provided in this
Agreement, unless specifically authorized by the other party in writing. The
provisions of this section 13 will survive the termination or expiration of this
Agreement.
E. Covenant Not to Compete. Plus Xxxx covenants and agrees that
it shall not at any time during the term of this Agreement, and for a period of
one (1) year after the termination of this Agreement (except termination by
PlusMark pursuant to Section 14B (1)), engage in any business that develops
and/or markets a product for sale to retail outlets in the United States of
America that is similar to and/or in competition with the Pocket-It Software, or
solicit or influence (or attempt to solicit or influence) any of the suppliers,
customers, employees, or other clients of Warever to terminate their dealings or
employment with Warever to work for PlusMark. The parties understand and
acknowledge that this Section 13E applies only to PlusMark and does not bind or
purport to obligate American Greetings Corporation or any of its subsidiaries,
divisions, or affiliates other than PlusMark.
14. Default and Remedies.
A. Default. The occurrence of any of the following shall
constitute a default and breach of this Agreement:
1. Failure to observe or perform any of the parties'
respective covenants, agreements, or obligations
hereunder; or
2. The filing of a voluntary or involuntary petition by
or against either party under any law for the purpose
of adjudicating such party bankrupt; or for extending
time for payment, adjustment, or satisfaction of such
party's liabilities; or for reorganization,
dissolution, or arrangement on account of or to
prevent proceedings, and all consequent orders,
adjudication, custodies, and supervision are not
dismissed, vacated, or otherwise permanently stayed
or terminated within sixty (60) days after the
assignment, filing, or other initial event.
B. Remedies. If any material breach occurs, the non-breaching
party has the following remedies in addition to all other rights and remedies
provided by law or equity, to which the non-breaching party may resort
cumulatively or in the alternative:
1. The non-breaching party may, at its election,
terminate this Agreement by giving the breaching
party notice of termination pursuant to the
provisions herein. On the giving of notice, all the
breaching party's rights in the Agreement shall
immediately terminate.
2. The rights and remedies of any of the parties hereto
shall not be mutually exclusive and the election of
one remedy for any one item shall not foreclose or
prevent an election of any other remedy for another
item, or for the same item at a later time. In
general, the respective rights and obligations
hereunder shall be enforceable by specific
performance, injunction, or other equitable remedy,
but nothing herein contained is intended to or shall
limit or affect any rights at law or by statute or
otherwise of any party aggrieved as against the other
party for a breach or threatened breach of any
provision hereof, it being the intention of this
Section to make clear the agreement of the parties
that the respective rights and obligations of the
parties hereunder shall be enforceable in equity as
well as at law or otherwise.
3. The parties specifically agree that any breach of
Section 13 of this Agreement by one party will cause
immediate and irreparable damage and injury to the
other, and confirm that damages at law may be an
inadequate remedy for a breach or threatened breach
of such provisions. In the event of such breach, the
nonbreaching party shall be entitled by right to an
injunction (without the necessity of posting any bond
in connection therewith) restraining the breaching
party from violating any of said provisions.
15. Marketing Requirements. Except as set forth in Section 17B of this
Agreement, Plus Xxxx hereby agrees in good faith to reasonably and actively
market the Pocket-It Software to the various American Greeting retail outlets
throughout the United States of America and to the end user/customer.
16. Term of Agreement. Subject to the provisions for termination contained
herein, this Agreement and the License granted hereunder shall commence on the
effective date hereof and shall continue for a period of two (2) years from the
delivery date (on or before April 19, 1999) of the Pocket-It Software from
Warever to Plus Xxxx. Following the expiration of the said two (2) year period,
this Agreement and the License granted hereunder shall continue for an
indefinite period of time until terminated as provided in Section 17 below.
17. Termination of Agreement.
A. By Either Party. In addition to any other provisions for
termination contained herein, after the initial two (2) term hereof as set forth
in Section 16 above, either party may terminate this Agreement at any time and
for any cause by giving the other party at least sixty (60) days prior written
notice in accordance with the notice provisions set forth herein.
B. By Plus Xxxx for Discontinuance of Pocket-It Business.
If PlusMark discontinues selling the Pocket-It paper-based planning system at
any time with or without cause in PlusMark's sole discretion, then this
Agreement shall terminate on thirty (30) days' advance written notice of such
discontinuation to Warever.
18. General Provisions.
A. Severability. In the event that any condition, covenant, or
other provision herein contained is held to be invalid or void by any court of
competent jurisdiction, the same shall be deemed severable from the remainder of
this Agreement, and shall in no way affect any other covenant or condition
herein contained. If such condition, covenant, or other provision shall be
deemed invalid due to its scope or breadth, such provision shall be deemed valid
to the extent of the scope or breadth permitted by law.
B. Entire Agreement. This Agreement sets forth the entire
agreement between the parties and supersedes all prior agreements, whether
written or oral. No promise, representation, warranty, or covenant not included
in this Agreement has been or is relied upon by the parties to this Agreement.
C. Covenants and Conditions. Each provision of this Agreement
performable by either party shall be deemed to be both a covenant and a
condition.
D. Assignment. This Agreement shall be binding upon and inure to
the benefit of the parties and their respective heirs, personal representatives,
successors, legal representatives and assigns; provided that this provision
shall not be construed as permitting assignment, substitution, delegation, or
other transfer of rights or obligations by each party except with the prior
written consent of the other party, which consent shall not be unreasonably
withheld.
E. Headings. The headings to the various Sections and Paragraphs
of this Agreement are for convenience and ease of reference only and do not
define, limit, augment, or describe the scope, content, or intent of this
Agreement or any part or parts of this Agreement.
F. Notices. All notices given under any of the provisions of this
Agreement must be in writing and shall be deemed to have been given either: (a)
when delivered in person to the recipient named below; or (b) upon deposit in
United States mail, either registered or certified, return receipt requested,
postage prepaid, addressed to the party or person intended as follows:
"Warever" WAREVER, INC.
Xxxxx X. Xxxxxxxxx, President
000 Xxxx Xxxxxxxx Xxxx Xxxxx
Xxxxxx, Xxxx 00000
0-000-000-0000
"Plus Xxxx" PLUS XXXX, INC.
An American Greetings Company
Xxxx X. Xxxxxxx, Vice President of
Sales & Marketing
Xxx Xxxxxxxx Xxxx
Xxxxxxxxx, Xxxx 00000-0000
0-000-000-0000
with a copy to
AMERICAN GREETINGS CORPORATION
Xxx Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Attention: General Counsel
"Xxxxx" XXXXX AND XXXX LICENSING, LLC,
0000 Xxxxxxxxx Xxxx
Xxxx Xxxx Xxxx, XX 00000
Either party may, by notice given at any time or from time to time,
require subsequent notices to be given to another individual person, whether a
party, officer, or representative, or to a different address, or both. Notices
given before actual receipt of notice of change shall not be invalidated by the
change.
G. Time. Time is of the essence of each term, provision,
condition, and covenant of this agreement.
H. Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all of
which shall constitute one and the same instrument.
I. Gender and Number. The singular number include the plural
whenever the context so indicates. The neuter gender includes the feminine and
masculine, the masculine includes the feminine and neuter, and the feminine
includes the masculine and neuter, and each includes corporation, partnership,
limited liability company, or other legal entity when the context so requires.
The word "person" means person or persons or other entity or entities or any
combination of persons and entities.
J. Governing Law, Dispute Resolution, Limitation on Damages.
The validity,
interpretation, and performance of this Agreement will be determined in
accordance with the laws of the State of Ohio without regard to conflict of laws
rules. The parties will attempt to settle all disputes amicably within 30 days
of receipt of written notice of a dispute through non-binding mediation.
However, if they are unsuccessful, any dispute arising out of or relating to
this Agreement (other than the right to secure injunctive relief) shall be
settled by binding arbitration in Cleveland under Ohio law. Such arbitration
shall be administered by the American Arbitration Association under its
Commercial Arbitration Rules, and judgment on the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof. In no event
shall either party be liable for any indirect, special, incidental, or
consequential damages (whether defined as such or provided for under applicable
case law, statute, or otherwise) in any way connected with this Agreement, even
if the party has advance notice of the possibility of such damages.
K. Waiver. Unless otherwise indicated herein, failure by any
party to insist upon the strict performance of any covenant, duty, agreement, or
condition of this Agreement, or to exercise any right or remedy consequent upon
a breach thereof, shall not constitute a waiver of any such breach or any other
covenant, agreement, term, or condition. Any party, by notice delivered in the
manner provided in this Agreement, may, but shall be under no obligation to
waive any of its rights or any conditions to its obligation hereunder, or any
duty, obligation, or covenant of any other party. No waiver shall affect or
alter the remainder of this Agreement, but each and every other covenant,
agreement, term, and condition hereof shall continue in frill force and effect
with respect to any other then existing or subsequently occurring breach. To be
effective, any waiver must be signed by both parties hereto.
L. Modification and Amendment. This Agreement may be amended or
modified only by an instrument in writing signed by all the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
the date and year set forth above.
"WAREVER"
WAREVER, INC.
A Utah Corporation
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------
XXXXX X. XXXXXXXXX, President
"PLUS XXXX"
An Ohio Corporation, a wholly owned subsidiary
of American Greetings Company, an Ohio Corporation
By: /s/ Xxxx X. Xxxxxxx
----------------------------------------------------
XXXX X. XXXXXXX, Vice President of Sales & Marketing
XXXXX AND XXXX LICENSING, LLC
A Utah Limited Liability Company
By: /s/ Xxxx Xxxxx
--------------------------
XXXX XXXXX, President
Schedule A
All Trademarks, Trade Names, Patents, Copyrights, Tradedress, and other
intellectual property related to the Pocket-It paper-based planning system and
the Pocket-It product line.
