Exhibit 10.15
April 30, 1997
Xx. Xxxxxxx X. Xxxxxxx
President
ZMAX Corporation
00000 Xxxxxxx Xxxxxxxxx
Xxxxxxxxxx, XX 00000
Re: Purchase and Sale of Change of Century Analysis and Conversion Tool
("COCACT") Software Program
Dear Xx. Xxxxxxx:
Under a letter agreement dated as of April 30, 1997 (the "Purchase
Agreement") between Xxx Xxxxx Information International Corporation Ltd.
("Seller") and ZMAX Corporation, a Nevada corporation ("ZMAX") with respect to
the purchase by ZMAX (or one or more controlled affiliates designated by ZMAX)
(collectively, "ZMAX") is to purchase all right, title and interest in and to
the above-referenced COCACT software program and related documentation (the
"Software").
1. Representations to ZMAX. In order to induce ZMAX to consummate the
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purchase of the Software, the undersigned jointly and severally represent and
warrant to ZMAX that (i) Seller owns all right, title and interest in the
Software, and (ii) IMS International, Inc. ("IMSI") has no present or continuing
rights in the Software and neither IMSI nor Seller have previously granted any
rights in the Software to any party other than ZMAX's affiliate Century
Services, Inc. ("CSI").
2. Existing License Cancellation Rights. In connection with the purchase
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of the Software under the Purchase Agreement and as a further inducement to ZMAX
to consummate such purchase, Seller, III, IMSI and Multi-Dimension International
("MDI") hereby agree that ZMAX may at any time after the closing of the
transactions contemplated by the Purchase Agreement, by written notice to MDI at
any time, terminate and cancel that certain Exclusive License grant dated April
1, 1996 between MDI (as successor to IMSI) and CSI (the "North American
License"). Upon the delivery of any such notice of termination, all obligations
of CSI under the North American License, including any obligation to pay any
license fees payable thereunder, whether due or not yet due, shall immediately
cease and terminate without further liability or obligation of any kind.
Notwithstanding the foregoing, if ZMAX cancels and rescinds the Software
purchase under the Purchase Agreement, any termination notice previously given
by ZMAX to MDI with respect to the North American License will automatically be
deemed rescinded, whereupon ZMAX's rights and obligations
Xx. Xxxxxxx X. Xxxxxxx
ZMAX Corporation
April 30, 1997
Page 2
under the North American License (including ZMAX's obligation to pay any license
fees then due or to become payable thereunder) shall be deemed immediately
reinstated retroactive to the time of the termination notice as if such notice
had not been given.
3. Binding Provisions. This letter reflects the parties' agreements and
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shall be construed as a binding and enforceable agreement.
4. Governing Law and Venue. This agreement shall be deemed made in and
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shall be governed and construed in accordance with the internal laws of the
state of Maryland. Each of the parties hereto hereby irrevocably consents to
the exclusive jurisdiction of U.S. courts in any legal or equitable action to
enforce this agreement, and (i) hereby waives sovereign immunity and irrevocably
submits itself to the jurisdiction of the appropriate federal or state court in
Maryland and (ii) to the extent permitted by applicable law, hereby waives and
agrees not to assert that any such action is brought in an inconvenient forum or
that venue of such action is improper.
5. Specific Performance. Each of the parties hereto agrees that upon any
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breach or threatened breach of this agreement irreparable injury will result to
ZMAX and money damages will be inadequate to fully remedy ZMAX's injury.
Therefore, in the event of any breach or threatened breach hereof, ZMAX shall be
entitled without posting a bond to an order of specific performance or other
equitable relief in addition to any other rights or remedies available to ZMAX
at law.
Very truly yours,
IMS INTERNATIONAL, INC. WAN HSIEN INFORMATION
INTERNATIONAL CORPORATION, LTD.
By: /s/ Xxxxx X. Xx By: /s/ Xx-Xxxxx Xx
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Name: Xxxxx X. Xx Name: Xx-Xxxxx Xx
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Title: President Title: President
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MULTI-DIMENSION INSTITUTE FOR INFORMTION
INTERNATIONAL INDUSTRY
By: /s/ Xxxxx X. Xx By: /s/ Xxxxx Xxx Xxxxx
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Name: Xxxxx X. Xx Name: Xxxxx Xxx Xxxxx
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Title: President Title: Vice President
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