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EXHIBIT 10.13
MOTOROLA CONTRACT NO.: EMEA-N-17
MOTOROLA CUSTOMER PROGRAMMING SOFTWARE LICENSE AGREEMENT
This agreement ("Agreement") is between Motorola, Inc., a Delaware corporation,
having a principal place of business at 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxxxxxxx,
Xxxxxxxx 00000, X.X.X. ("Motorola"), and Hugo International having a principal
place of business at 0 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxx,
XX0 0XX ("Licensee").
1. Grant of License: Motorola hereby grants to Licensee a personal,
non-exclusive, non-assignable, nonsublicensable, and non-transferable license
under Motorola's applicable proprietary rights to use Motorola's Customer
Programming Software identified in Attachment A, including any documentation and
materials, and any updates and supplements provided to Licensee by Motorola
("Motorola Software"), subject to Licensee's compliance with the terms of this
Agreement, and subject to Licensee's payment to Motorola of any applicable
licensing fee.
2. Limitations on Use: Licensee may use Motorola Software only for
Licensee's internal business purposes and only as provided for in this
Agreement. Any other use of Motorola Software is strictly prohibited and will be
deemed a breach of this Agreement. Licensee may not copy, modify, adapt, merge
with other software, reverse engineer, disassemble, or create derivative works
from any Motorola Software for any reason, except that Licensee may make at most
two copies of Motorola Software for back-up purposes. Licensee must reproduce
all Motorola copyright and trademark notices on all copies of Motorola Software.
3. License Site Specific: Licensee must provide to Motorola a written list
of all sites where Licensee uses or intends to use Motorola Software, and
Licensee agrees to keep such list current. Licensee must pay a separate
licensing fee for each site ("Licensed Site") at which Licensee uses Motorola
Software. Licensee may make one additional copy for each computer owned or
controlled by Licensee at each such site. Licensee may use Motorola Software on
a Licensed Site's portable computer on a temporary basis at other locations in
the geographic areas authorized in Paragraph 4 below.
4. Authorized Areas for Use of the Motorola Software: Licensee is
authorized to use the Motorola Software only in the geographic areas
specifically listed in Attachment A, and only for programming Motorola
manufactured communication products that, from a regulatory compliance
perspective or otherwise, are appropriately marked by Motorola for distribution
in such geographic areas.
5. Ownership and Title: Title to all copies of Motorola Software in any
form, including all rights in patents, copyrights, trade secrets, and other
intellectual properties, remains vested exclusively in Motorola.
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MOTOROLA CONTRACT NO.: EMEA-N-17
6. Confidentiality: Motorola Software contains Motorola proprietary
information and trade secrets. Licensee agrees to not disclose Motorola Software
to third parties and to take reasonable precautions to keep in confidence the
Motorola Software.
7. Maintenance and Support: Motorola is not obligated by this Agreement to
provide maintenance or support for Motorola Software, or to notify Licensee of
upgrades to Motorola Software.
8. Warranty Disclaimer: EXCEPT AS REQUIRED BY LAW, MOTOROLA EXTENDS NO
WARRANTIES ON THE MOTOROLA SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, AND LICENSEE ACCEPTS THE MOTOROLA SOFTWARE "AS IS".
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MOTOROLA CONTRACT NO.: EMEA-N-17
ATTACHMENT A
I. THE LICENSED MOTOROLA CUSTOMER PROGRAMMING SOFTWARE IS
IDENTIFIED AS FOLLOWS:
XXXX0000, XXXX0000, XXXX00x0, XXXX00x0 Professional GP300 series (CPS)
ENVN4014 Professional Radio Tuning Software
ENVN4006 Professional MPT series (CPS)
II. THE MOTOROLA CUSTOMER PROGRAMMING SOFTWARE IDENTIFIED ABOVE IS
AUTHORIZED FOR USE IN THE FOLLOWING GEOGRAPHIC AREAS:
United Kingdom & Northern Ireland
III. LICENSED SITES AND APPLICABLE LICENSING FEE.
SITE: LICENSING FEE:
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1 0 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxxx Xxxxxxxx 5 (Included with Product Manual)
Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxx,
XX0 0XX
2 Pound Sterling 5 (Included with Product Manual)
3 Pound Sterling 5 (Included with Product Manual)
4 Pound Sterling 5 (Included with Product Manual)
5 Pound Sterling 5 (Included with Product Manual)
MOTOROLA, INC. LICENSEE
Signed:/s/ X.X. Xxxxxxx Signed: /s/ X.X. Xxxxx
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Name: X.X. Xxxxxxx Name: X.X. Xxxxx
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Title: Director of Distribution Title: M.D.
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Date: 27/11/98 Date: 18/11/98
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