GO HIP, INC.
TECHNOLOGY LICENSING AGREEMENT
THIS AGREEMENT is entered into this 3rd day of February, 1999 by and
between GO HIP, INC., a California corporation, whose address is 0000 XxXxxx
Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx 00000 (hereinafter "Licensor"), and PLUS NET,
INC. a California corporation located at 00000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx,
Xxxxxxxxxx 00000 (hereinafter "Licensee").
RECITALS
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WHEREAS, Licensor is engaged in the business of designing and developing
computerrelated software and hardware systems and related products for
application on the Internet, and has, over the years, acquired and developed
substantial and valuable technical knowledge, know how, and experience in the
design and development of such systems and products described in detail in
Exhibit "A" attached hereto (the Licensed Technologies); and
WHEREAS, Licensee desires to use the products generated by the Licensed
Technologies in the operation of its business or businesses on the Internet; and
WHEREAS, Licensor and Licensee believe it is in their mutual interest and
desire to enter into an agreement whereby Licensee would use Licensor's
Technologies in the conduct of its operations on the Internet pursuant to the
terms and conditions hereinafter provided.
NOW, THEREFORE, for good and valuable consideration, the parties do hereby
agree as follows:
1. LICENSE:
A. Licensor hereby grants to Licensee for the term of this Agreement
the right and license to use the Licensed Technologies, described in Schedule
"A, " incorporated herein by this reference, in the operation of its business on
the Internet in perpetuity.
B. No right or license is being conveyed to Licensee other than that
which is specifically granted in this Agreement.
2. TERM:
This Agreement shall be effective in perpetuity as of the date of execution by
Both parties.
3. LICENSOR'S OBLIGATIONS AND REPRESENTATIONS:
A. Beginning upon the effective date of this Agreement Licensor shall
meet with and provide Licensee with such technology relating to the installation
and operation of hardware, software, equipment, materials, source codes,
specifications, designs, methods, layout, and the
like that Licensor believes Licensee may require in order to use the Licensed
Technologies on its Internet Web sites.
B. Licensor shall also provide Licensee such technical and other
qualified experts to train and otherwise educates Licensee in the use of the
Licensed Technologies and assist in the resolution of any problems or matters
that require Licensor's assistance.
C. Licensor shall provide Licensee with any upgrades it shall make in
the future. While Licensee has the right to make modifications to the Licensed
Technologies, Licensor is not responsible for the modifications and may not use
such modifications without Licensee's written approval, which shall not be
unreasonably withheld.
4. LICENSEE'S OBLIGATIONS AND REPRESENTATIONS:
A. Licensee represents that it has the financial resources and business
operations that will enable it to reasonably commercialize the Licensed
Technologies. Licensee further agrees that it will, in good faith and with
reasonable diligence, conduct all operations incorporating the Licensed
Technologies in accordance with the highest standards of business customs of the
industry and that it will endeavor to utilize its skill and resources in such
effort to the extent that high standards of business practice and judgment
dictate.
B. Licensee may not sell, sublicense, grant a security interest in, or
other-wise transfer rights to the Licensed Technologies to a third party without
the express written consent of Licensor.
C. Licensee shall fully comply with the marking provisions of the
intellectual property laws of the United States.
5. CONFIDENTIALITY:
Licensee recognizes that such Licensed Technologies are the proprietary and
confidential property to the Licensor. Accordingly, Licensee shall not, without
the prior express written consent of Licensor, disclose or reveal to any third
party or utilize for its own benefit other than pursuant to this Agreement, any
such Licensed Technologies, provided that such information was not previously
known to Licensee or to the general public. Licensee further agrees to take all
reasonable precautions to preserve the confidentiality of the Licensed
Technologies and shall assume responsibility that its employees, contractors,
agents and assignees will similarly preserve this information against third
parties. The provisions of this clause shall survive termination of this
Agreement.
6. IMPROVEMENTS:
During the term of this Agreement, each party shall advise the other party
of any technical improvements and inventions relating to the Licensed
Technologies. All such improvements and inventions made by Licensor shall be the
property of Licensor, and Licensee
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shall have the right to use such improvements and inventions. However, any
improvements or inventions made by Licensee shall be the property of Licensee.
7. TECHNICAL INFORMATION:
Licensor represents that the technical information and assistance relating
to the Licensed Technologies conveyed under this Agreement shall be provided
with reasonable care and will, where applicable, be of the same types as
currently practiced by Licensor.
8. OWNERSHIP:
Licensor owns the Licensed Technologies and all proprietary technology
embodied therein, including copyrights and valuable trade secret embodied in the
design and coding methodology. This agreement provides Licensee with a license
to use and modify such Licensed Technologies on its sites.
9. DISCLAIMER OF WARRANTY:
Licensor represents that it has used all reasonable efforts to provide
Licensee with programs that are properly functioning and viable for their
intended use. However, Licensor is providing the Licensed Technologies on an "AS
IS" basis, without warranty of any kind, including, without limitation, the
warranties that the software is free of defects, merchantable, fit for a
particular purpose or non-infringing. Licensor does not guarantee that
Licensee's use of the Licensed Technologies will be uninterrupted.
10. TERMINATION:
The following termination right is in addition to the termination rights,
which may be provided elsewhere in the Agreement:
1. Files a petition in bankruptcy or is adjudicated a bankrupt or
insolvent, or makes an assignment for the benefit of creditors or an arrangement
pursuant to any bankruptcy law, or if Licensee discontinues or dissolves its
business or if a receiver is appointed for Licensee or for Licensee's business
and such receiver is not discharged within ten (10) days;
11. POST TERMINATION RIGHTS:
A. Upon the termination of this Agreement, all rights granted to
Licensee under this Agreement shall forthwith terminate and immediately revert
to Licensor and
Licensee shall discontinue all use of the Licensed Technologies except as
provided in Schedule
B hereof.
B. Upon the termination of this Agreement, Licensor may require that
Licensee transmit to Licensor, at no cost, all material relating to the
Technology, provided, however, that Licensee shall be permitted to retain a full
copy of all material subject to the confidentiality provisions of this agreement
and the provisions of Schedule B.-
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12. INDEMNITY:
A. Licensee agrees to defend, indemnify, and hold Licensor, and its
officers, directors, agents, and employees, harmless against all costs,
expenses, and losses (including reasonable attorney fees and costs) incurred
through claims of third parties against Licensor based on the conduct of
Licensee, including, but not limited to, actions founded on copyright, trademark
or patent infringement, rights of privacy or publicity, consumer fraud or
misrepresentation or product liability.
B. Licensor agrees to defend, indemnify, and hold Licensee, and its
officers, directors, agents, and employees, harmless against all costs, expenses
and losses (including reasonable attorney fees and costs) incurred through
claims of third parties against Licensee based on a breach by Licensor of any
representation or warranty made in this Agreement.
13. NOTICES:
A. Any notice required to be given pursuant to this Agreement shall be
in writing and mailed by certified or registered mail, return receipt requested,
or delivered by a national overnight express service or by facsimile, with a
written acknowledgment of receipt to the following addresses:
(i). Licensee:
Plus Net Inc.
00000 Xxxxxxxxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attn: Xx. Xxxxx X. Xxxxxxxx
(ii). Licensor:
Go Hip, Inc.
0000 XxXxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxx 00000-0000
Attn: Xx. Xxxxx Xxxx
X. Either party may change the address to which notice or payment is to
be sent by written notice to the other party pursuant to the provisions of this
paragraph.
14. JURISDICTION AND DISPUTES:
A. This Agreement shall be governed by the laws of the State of California.
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B. All disputes hereunder shall be resolved in the applicable state or
federal courts of California, the county of Los Angeles. The parties consent to
the jurisdiction of such courts, agree to accept service of process by mail, and
waive any jurisdictional or venue defenses otherwise available.
15. AGREEMENT BINDING ON SUCCESSORS:
This Agreement shall be binding on and shall inure to the benefit of the
parties hereto, and their heirs, administrators, successors, and assigns.
16. WAIVER:
No waiver by either party of any default shall be deemed as a waiver of any
prior or subsequent default of the same or other provisions of this Agreement.
17. SEVERABILITY:
If any provision hereof is held invalid or unenforceable by a court of
competent jurisdiction, such invalidity shall not affect the validity or
operation of any other provision and such invalid provision shall be deemed to
be severed from the Agreement.
18. ASSIGNABILITY:
Licensee shall have the right to assign this License to any successor company.
19. INTEGRATION:
This Agreement constitutes the entire understanding of the parties, and
revokes and supersedes all prior agreements between the parties and is intended
as a final expression of their Agreement. It shall not be modified or amended
except in writing signed by the parties hereto and specifically referring to
this Agreement. This Agreement shall take precedence over any other documents
that may be in conflict therewith.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
GO HIP INC. PLUS NET, INC.
By: /s/ Xxxxx Xxxx By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx Xxxx Name: Xxxxx X. Xxxxxxxx
Dated: 2-3-99 Dated: 2/3/99
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SCHEDULE A
TO
TECHNOLOGY LICENSE AGREEMENT
BETWEEN
GO HIP, INC.
AND
PLUS NET, INC.
DATED: FEBRUARY 3, 1999
THE LICENSED TECHNOLOGIES
1. SEARCH ENGINE SYSTEM: This engine enables the user to search many of the
Internet's most prominent search engines and to select those engines from which
they would like their results. The "Super-Search Window" returns results within
a specific subject category and specifically designed to enhance electronic
commerce ("e-commerce") and advertising opportunities.
2. INTERNET GUIDE: This program provides an Internet directory, which can be
customized to present any theme. The program contains an interactive component
allowing users to suggest additional listing, making them co-creators of the
Guide. The Guide is designed to enhance advertising opportunities.
3. WEB-BASED E-MAIL SYSTEM: This system enables Licensee to provide its
members with a web-based e-mail hosting system. The system also generates a
"member" mailing list, which can be used for marketing and promotional
purposes.
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SCHEDULE B
TO
TECHNOLOGY LICENSE AGREEMENT
BETWEEN
GO HIP, INC.
AND
PLUS NET, INC.
DATED: FEBRUARY 3,1999
ADDITIONAL PROVISIONS
1. SEARCH ENGINE SYSTEM: Licensor agrees to program a separate server
dedicated for Licensee's exclusive use. The server will be a stand alone system
to Licensee, although it is acknowledged by Licensee that the server may be
located with other servers operated by Licensor ("Server Farm"). In addition,
Licensor will deliver, at the request of Licensee, a printout on CD-ROM of the
"source code" and a manual for Licensor's Search Engine. It being understood
that Licensee is hereby authorized to use this proprietary source code in the
development or enhancement of a search engine that Licensee might develop in the
future. Licensee will also have access to any future program updates.
2. INTERNET GUIDE: Licensor agrees to program a separate server dedicated
for Licensee's exclusive use. In addition, Licensee will receive a printout on
CD-ROM of the "source code" and a manual for Licensor's Internet Guide. It being
understood that Licensee is hereby authorized to use this proprietary source
code in the development or enhancement of an Internet Guide that Licensee
might develop in the future.
3. WEB-BASED E-MAIL SYSTEM: Licensor agrees to program three (3) separate
servers dedicated for Licensee's exclusive use. The servers will be a stand
alone system to Licensee, although it is acknowledged by Licensee that the
servers will be located with other servers operated by Licensor ("Server Farm").
The maintenance and operation of any Server Farm will in no way constitute a
breach of this License by Licensor. In addition, Licensor will deliver, at the
request of Licensee, a printout on CD-ROM of the "source code" and a manual for
Licensor's Web-Based E-Mail System. It being understood that Licensee is hereby
authorized to use this proprietary source code in the development or enhancement
of an Web-Based E-Mail System that Licensee might develop in the future.
Licensee will also have access to any future program updates.
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