TECHNOLOGY LICENSE AGREEMENT
This Agreement ("Agreement") is entered into January 31, 1997 to be
effective as of December 31, 1996 ("Effective Date") by and between Internet
Worldwide Business Solutions, a California corporation ("IWBS") and IBS
Software, Inc. a California corporation ("IBS Software").
1. DEFINITIONS.
1.1 "Toolkit Technology" shall mean any and all source code,
programmer's notes, files, data, databases, materials, procedures, processes,
designs, inventions, discoveries, know-how and works of authorship, including
all documentation, and (a) all worldwide patent rights and applications
(including any additions, continuations, continuations-in-part, divisions,
reissues or extensions based thereon), (b) copyrights and other rights in works
of authorship, (iii) mask work rights, (iv) trade secrets and know how, (v)
confidential information and (vi) all other intellectual property and
proprietary rights, whether owned or licensed, held by IWBS as of the Effective
Date relating to the development, operation and maintenance of World Wide Web
sites as further described in Exhibit A.
1.2 "Toolkit Product" means the software development toolkit product
commercialized by IBS Software based on the Toolkit Technology in object code
form, as such product exists on the Effective Date and including any updates,
upgrades and enhancements thereto created by IBS Software and made commercially
available after the Effective Date.
2. GRAND OF LICENSE.
2.1 License to IBS Software. IWBS hereby grants to IBS Software an
exclusive, irrevocable, perpetual, worldwide, fully paid up right and license,
including the right to grant and authorize the grant of sublicenses, to the
Toolkit Technology for all purposes, including, without limitation, to design,
develop, modify, make, have made, use, import, lease, sell and otherwise
distribute products incorporating or utilizing the Toolkit Technology and to
otherwise exploit the Toolkit Technology.
2.2 License to IWBS. In partial consideration for the rights granted in
Section 2.1, IBS Software hereby grants to IWBS a non-exclusive, worldwide,
irrevocable, perpetual, fully paid up right and license to the Toolkit Product
to copy and use internally and on behalf of third parties to which IWBS is
providing services to develop World Wide Web sites. IWBS may not sublicense or
distribute the Toolkit Product. All rights not granted to the Toolkit Product
are reserved to IBS Software.
3. CONSIDERATION. In consideration of the rights granted to IBS Software, IBS
Software will issue 2,000,000 shares of preferred stock to EDnet, the sole
shareholder of IWBS in accordance with a separate stock purchase agreement to be
entered into concurrently with this Agreement.
1.
4. REPRESENTATIONS AND WARRANTIES. IWBS represents and warrants to IBS
Software as follows:
4.1 No Conflict. The entering into and performance of this Agreement by
IWBS does not and will not violate, conflict with or result in a material
default under any other contract or obligation to which IWBS is a party or by
which it is or may become subject or bound. IWBS will not grant any rights under
any future agreement, nor will it permit any obligation that will conflict with
its obligations under this Agreement or the full enjoymen by IBS Software of uts
rights under this Agreement.
4.2 Right to Make Full Grant. IWBS has all requisite ownership, rights
and licenses to grant the rights granted under this Agreement. To the best
knowledge of IWBS, the Toolkit Technology and the use and distribution of the
Toolkit Product as it exists on the Effective Date by IBS Software will not
infringe, violate or misappropriate any rights of any third person.
4.3 No Harmful Content. To the best knowledge of IWBS, the portion of
the Toolkit Technology consisting of software as delivered by IWBS to IBS
Software does not contain any matter which is injurious to end-users or their
property, or which is scandalous, libelous, obscene, an invasion of privacy or
otherwise unlawful or tortious and contains no computer viruses, booby traps,
time bombs or other programming designed to interfere with the normal
functioning of the software.
5. DISCLAIMER.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN XXXXXXX 0, XXX XXXXXXX
TECHNOLOGY IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR
CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6. CONFIDENTIALITY.
6.1 Confidentiality. "Confidential Information" consists of (i) any
information designated as confidential, (ii) the Toolkit Technology, and (iii)
any information relating to product plans, product designs, product costs,
product prices, product names, finances, marketing plans, business
opportunities, personnel, research, development or know-how except such
information which the parties agree in writing is not confidential. Except to
the extent consistent with the exercise of the licenses granted herein, each
party agrees that it will not use in any way for its own account or the account
of any third party, nor disclose to any third party, any such confidential
information revealed to it by the other party and will take every reasonable
precaution to protect the confidentiality of such information.
6.2 Exceptions. The foregoing restrictions will not apply to
information that (i) has become publicly known through no wrongful act of the
receiving party, (ii) has been rightfully
2.
received from a third party authorized to make such disclosure without
restriction, or (iii) has been approved for release by written authorization of
the disclosing party.
7. LIMITATION OF LIABILITY.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL,
CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF
LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, ARISING UNDER ANY CAUSE OF ACTION AND IN ANY WAY OUT OF THIS
AGREEMENT.
8. MISCELLANEOUS PROVISIONS.
8.1 Assignment. IWBS may not assign this Agreement without the prior
written consent of IBS Software.
8.2 Independent Contractors. The relationship of the parties
established by this Agreement is that of independent contractors, and nothing
contained in this Agreement shall be construed to (i) give either party the
power to direct or control the day-to-day activities of the other, (ii)
constitute the parties as partners, joint venturers, co-owners or otherwise as
participants in a joint or common undertaking or (iii) allow either party to
create or assume any obligation on behalf of the other party for any purpose
whatsoever.
8.3 Waiver and Amendment. No modification, amendment or waiver of any
provision of this Agreement shall be effective unless in writing and signed by
the party to be charged. No failure or delay by either party in exercising any
right, power, or remedy under this Agreement, except as specifically provided
herein, shall operate as a waiver of any such right, power or remedy.
8.4 Governing Law; Arbitration. This Agreement shall be governed by the
laws of the State of California, USA, excluding conflict of laws provisions. Any
disputes arising out of this Agreement shall be resolved by binding arbitration
in Santa Xxxxx County California in accordance with the rules of the American
Arbitration Association. The arbitrator shall have the power to grant injunctive
relief.
8.5 Notices. All notices, demands or consents required or permitted
under this Agreement shall be in writing. Notice shall be considered delivered
and effective when (a) personally delivered; (b) the day following transmission
if sent by telex, telegram or facsimile followed by written confirmation by
registered overnight carrier or certified United States mail; or (c) one (1) day
after posting when sent by registered private overnight carrier (e.g., DHL,
Federal Express, etc); or (d) five (5) days after posting when sent by certified
United States mail. Notice shall be sent to the parties at the addresses set
forth on Exhibit A or at such other address as shall be given by either party to
the other in writing.
3.
8.6 Severability. If any provision of this Agreement is held by a court
of competent jurisdiction to be contrary to law, such provision shall be changed
and interpreted so as to best accomplish the objectives of the original
provision to the fullest extent allowed by law and the remaining provisions of
this Agreement shall remain in full force and effect.
8.7 Complete Understanding. This Agreement constitutes the final,
complete and exclusive agreement between the parties with respect to the subject
matter hereof, and supersedes any prior or contemporaneous agreement.
8.8 Further Assurances. At any time or from time to time on and after
the date of this Agreement, each party shall at the request of the other party,
at such requesting party's expense, (i) deliver such records, data or other
documents consistent with the provisions of this Agreement, (ii) execute, and
deliver or cause to be delivered, all such assignments, consents, documents or
further instruments of transfer or license, and (iii) take or cause to be taken
all such other actions, as the requesting party may reasonably deem necessary or
desirable in order for the requesting party to obtain the full benefit of this
Agreement and the transactions contemplated hereby.
INTERNET WORLDWIDE
BUSINESS SOLUTIONS IBS SOFTWARE
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxx Xxxxx
----------------------------- -----------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxx Xxxxx
-------------------------- ---------------------
Title: CEO Title: CEO
------------------------- -------------------
Agreed to and reviewed by:
EDNET, Inc.
By: /s/ Xxx Xxxxxxxxx
-----------------------------
Name: Xxx Xxxxxxxxx
--------------------------
Title: CEO
-------------------------
4.
Technology License Description
All source, object, executable, design documents, documentation, databases,
tables, makefiles, project files, graphic icons and stylesheets, used for the
creation of interactive web sites, including:
IBS Business Builder Server (cgi-bin)
All cgi-bin programs and source code used for the creation of
interactive web sites
All database source code and modules for connectivity to databases,
including but not limited to ODBC, Oracle Call Interface and Codebase.
All source code for SQL interface to Codebase database
IBS WebC (codename chianti) interpreter
IBS Business Builder Development Tool for Windows 95/NT
All Windows 95/NT user interface source code for the development of
interactive web sites, including the following features:
source code for a hierarchical web designer
source code for xxx imagegroup editor
source code for integrated web browser
source code for html help via web browser
source code for passing (reading and writing) of html files into object
arrays
source code for the creation, modification, of data base entry into
database tables
source code for one-click site navigation, hyperlink management
source code for ftp publishing to the internet
source code for the generation of graphic stylesheets with embedded
text
source code for wizards that generate web modules
source for split screen views that allow for preview, layout, source,
and code views of web
source code for wysiwyg html editor using 3rd party editor
source code for installation program
source for all web modules written in IBS WebC (codename chianti) for
the purpose of shopping, discussion groups, database searching,
database updating, user administration, form handling, and other web
applications
