EXHIBIT 10.1
TECHNOLOGY LICENSE AGREEMENT
THIS TECHNOLOGY LICENSE AGREEMENT, including the Exhibits ("Agreement"),
effective as of 23 April 2001 ("Effective Date"), is hereby made by and between
Imaginon, Inc., a Delaware corporation, having principal offices at 0000 Xxxxxx
Xxxxxx, Xxx Xxxxxx, Xxxxxxxxxx 00000 ("Licensor") and Wireless Web Data, Inc., a
Delaware corporation, having principal offices at 0000 Xxxxxx Xxxxxx, Xxxxx 0,
Xxx Xxxxxx, Xxxxxxxxxx 00000 ("Licensee").
RECITALS
A. Licensor is in the business of developing Licensed Technology, which
is embodied in hardware and/or software for narrowband networks, broadband
networks, and interactive computer-based applications.
B. Licensor has developed an Internet search engine ("WebZinger"), a
proof of concept of a search agent ("Vizario"), and the engineering
specifications for Vizario for use in its interactive video application,
"ImaginVideo, also known as "ImOn.comTV", more specifically described in Exhibit
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A attached hereto and incorporated herein by reference.
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C. Licensee desires to obtain an exclusive license the wireless device
and wireless Internet applications of WebZinger and Vizario as set forth below
and Licensor desires to grant such license on the terms and conditions set forth
below
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:
1. DEFINITIONS
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1.1 "Documentation" shall mean written materials or graphic files that
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are displayed or printed and that relate to and support the Licensed Technology.
1.2 "Licensed Product" shall mean any product developed and licensed or
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sold which incorporates the Licensed Technology or any part thereof. Licensed
Technology
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1.3 "Licensed Technology" shall mean Licensor's proprietary WebZinger
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and Vizario software, technology, Documentation and intellectual property
including but not limited to patents, copyrights, trade secrets and other
intellectual property rights related to WebZinger and Vizario. The Licensed
Technology does not include any upgrades, new versions or releases, enhancements
or updates to the Licensed Technology developed by Licensor, unless agreed to by
the Licensor at its sole discretion.
2. OWNERSHIP; GRANT OF RIGHTS
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2.1 Ownership. Licensor shall own all right, title, and interest in
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the Licensed Technology, Licensee shall own all right, title and interest in any
modifications, improvements or enhancements to the Licensed Technology made or
conceived by Licensee.
2.2 License Grant. Licensor hereby grants Licensee an exclusive, world-wide,
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perpetual right and license, subject to the limitations contained herein, to
use, reproduce, distribute directly and indirectly, modify and make derivative
works of the Licensed Technology for wireless device and wireless Internet
applications other than the Internet television applications pursued by
Licensor.
2.3 Documentation. Licensor agrees to provide Licensee copies of the
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Documentation in a mutually agreed upon electronic format.
2.4 Delivery of Masters. Pursuant to the license set forth above,
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Licensor shall provide Licensee two sets of masters for WebZinger, the Vizario
Engineering Specification and the Vizario Proof of Concept. The masters shall
be in machine readable, binary form and will include WebZinger, the Vizario
Proof of Concept and the Documentation. The masters shall be shipped to Licensee
within five (5) business days after the execution of this Agreement or as
otherwise agreed by the parties.
3. RESTRICTIONS ON LICENSEE
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3.1 End User Restriction. Licensee shall, and shall require its
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distributors and resellers to, include an end user license with each copy of the
Licensed Product distributed to an end user. Licensee agrees to promptly notify
Licensor of any breach of the end user license with respect to the Licensed
Product, and further agrees that it will vigilantly pursue any third parties in
breach of such license.
3.2 No Reverse Engineering. Licensee shall not reverse assemble,
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de-compile, or reverse engineer the Licensed Technology or any part thereof
except as specifically authorized in writing by Licensor.
3.3 Licensing to U.S. Government. Licensee shall not market, sell or
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otherwise convey the Licensed Technology to the United States Government or any
foreign government without Licensor's prior written consent. If Licensor
provides such consent, Licensee shall identify or xxxx any copies of the
Licensed Technology and Documentation provided pursuant to any agreement with
the United States Government or any contractor therefor, as follows: (i) For
acquisition by or on behalf of civilian agencies, as necessary to obtain
protection substantially equivalent to that afforded to restricted computer
Licensed Technology and related documentation developed at private expenses no
part of which was developed with government funds and provided with Restricted
Rights in accordance with subparagraphs (a) through (d) of the "Commercial
Computer Licensed Technology - Restricted Rights" clause at 48 C.F.R. 52.227-19
of the Federal Acquisition Regulations and its successors; or (ii) for
acquisition by or on behalf of units of the Department of Defense ("DOD") as
necessary to obtain protection substantially equivalent to that afforded to
commercial computer Licensed Technology and related documentation developed at
private expenses and provided with Restricted Rights as defined in DOD FAR
Supplement 48 C.F.R. 52.227-7013(c)(1)(ii) and its successors.
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3.4 Copyright Notices. Licensee shall ensure that all copies of the
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Licensed Technology in Licensee's possession or control incorporate copyright
and other proprietary notices in the same manner that Licensor incorporates such
notices in the Licensed Technology or in any manner is reasonably requested by
Licensor. Licensee shall promptly notify Licensor in writing upon its discovery
of any unauthorized use of the Licensed Technology or infringement thereof.
Licensee shall not license the Licensed Technology to any third party if
Licensor has notified Licensee that such third party may be involved in
potential unauthorized use of the Licensed Technology or any part thereof or
other infringement of Licensor's proprietary rights hereunder.
4. FEES AND PAYMENT
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4.1 Payment Terms.
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(a) Subject to the terms and conditions of this Agreement,
Licensee shall pay Licensor the license fees in the amount of Two Million
Dollars ($2,000,000). The first payment of Five Hundred Thousand Dollars
($500,000) shall be due and payable upon the delivery by licensor of the
Licensed Technology. Thereafter, Licensee shall make quarterly payments of Five
Hundred Thousand Dollars ($500,000) until paid.
(b) Licensee shall be obligated to pay all license fees and
royalties, if any, with respect to any third party proprietary rights and
technologies which are required for the exercise of Licensee's rights under this
Agreement.
4.2 Taxes. The amounts paid pursuant to this Agreement are not subject
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to sales and use tax. Licensee shall provide Licensor with satisfactory
documentation (including but not limited to resale exemption or other
certificates) supporting such status. Licensee shall be solely responsible for
payment of any and all international, federal, state and local sales, use
value-added and excise taxes, any other taxes or duties or any nature whatsoever
assessed upon or with respect to the Licensed Technology and Licensed Products
provided and licensed under this Agreement, or otherwise arising from this
Agreement and the transactions contemplated hereby, except that items of tax
based in whole or in part on Licensor's net income.
5. SUPPORT
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5.1 Support Services. Unless otherwise agreed in writing, Licensee
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will provide all customer support for the Licensed Products. Licensor shall
provide such development, engineering or other assistance as may be requested by
Licensee. Upon the request of Licensee for such assistance, the parties shall
execute the appropriate consulting or service agreement.
5.2 Cooperation of Licensee. Licensee shall keep Licensor informed as
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to any problems encountered with the Licensed Technology and any resolutions
arrived at for those problems, and to communicate promptly to Licensor any and
all modifications, design changes or improvements of the Licensed Technology
suggested by any customer, employee, or agent.
6. TRADEMARKS, TRADE NAMES
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6.1 Trademarks. Licensor hereby grants to Licensee for the term of this
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Agreement, the right and license to use the trademarks "WebZinger" and "Vizario"
on or in association with the Licensed Products. It is understood and agreed
that this license shall pertain only to the trademarks "WebZinger" and "Vizario"
as used in connection with the Licensed Products and does not extend to any
other xxxx, product, or service.
6.2 Quality Control. Any Licensed Product affixing the WebZinger or
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Vizario trademarks shall be of at least standard quality and shall meet or
exceed any and all governmental and industry standards, regulations, guidelines
regarding such product. Licensor shall have the right to inspect Licensee's
facility and/or any Licensee Product at any time upon forty-eight (48) hours
notice for compliance with this section 6.2. Licensee will present and promote
the Licensee Product(s) showing the trademarks "WebZinger" or "Vizario" fairly
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and in compliance with all federal, state and local laws, regulations and
ordinances. Licensee may use the marks "WebZinger" or "Vizario" in Licensee's
advertising and promotional media; provided (i) that Licensee conspicuously
indicates in each such medium that such trademarks are owned by Licensor and
(ii) that, as requested by Licensor from time to time, Licensee submits all such
media to Licensor for prior approval and follows reasonable trademark usage
guidelines communicated by Licensor.
7. REPRESENTATIONS AND WARRANTIES
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THE LICENSED TECHNOLOGY FURNISHED UNDER THIS AGREEMENT IS PROVIDED ON AN
"AS IS" BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS EXPRESS, IMPLIED OR
STATUTORY; INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE,
NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NOR ARE
THERE ANY WARRANTIES CREATED BY A COURSE OF DEALING, COURSE OF PERFORMANCE OR
TRADE USAGE. LICENSOR DOES NOT WARRANT THAT THE LICENSED TECHNOLOGY WILL MEET
LICENSEE'S NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE LICENSED
TECHNOLOGY WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE
AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE
FEES CHARGED FOR THE LICENSED TECHNOLOGY.
7.2 Representations and Warranties of Licensee. Licensee hereby
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warrants and represents to Licensor that Licensee has the full power to enter
into this Agreement and to carry out its obligations under this Agreement.
8. INDEMNIFICATION
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8.1 Indemnification by Licensor
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(a) Licensor shall defend, indemnify and hold harmless Licensee
and its officers, directors, employees, shareholders, customers, agents,
successors and assigns from and against any and all loss, damage, settlement or
expense (including legal expenses), as incurred, resulting from, or arising out,
of (i) any third party claim which alleges that the Licensed Technology or the
use or distribution thereof in connection with the Licensed Product infringes
upon, misappropriates or violates any United States patents, copyrights, or
registered trademarks of persons, firms or entities who are not parties to this
Agreement; or (ii) any breach of this Agreement by Licensor. As a condition to
such defense and indemnification, Licensee will provide Licensor with prompt
written notice of the claim and permit Licensor to control the defense,
settlement, adjustment or compromise of any such claim. Licensee may employ
counsel at its own expense to assist it with respect to any such claim;
provided, however, that if such counsel is necessary because of a conflict of
interest of either Licensor or its counsel or because Licensor does not assume
control, Licensor will bear the expense of such counsel. Licensee shall have no
authority to settle any claim on behalf of Licensor.
(b) Licensor shall have no obligation under subsections (a) and
(b) above to the extent any claim of infringement or misappropriation results
from (i) use of the Licensed Technology in combination with the Licensee Product
or any other product, end item, or subassembly, or (ii) use or incorporation in
the Licensed Technology of any design, technique or specification furnished by
Licensee, if the infringement would not have occurred but for such combination,
incorporation or use. Licensor shall not be liable hereunder for enhanced or
punitive damages which could have been avoided or reduced by actions within the
control of Licensee.
(c) THE FOREGOING PROVISIONS OF THIS SECTION 8.1 STATE THE ENTIRE
LIABILITY AND OBLIGATIONS OF LICENSOR AND THE EXCLUSIVE REMEDY OF LICENSEE, WITH
RESPECT TO ANY VIOLATION OR INFRINGEMENT OF ANY ALLEGED PATENT, COPYRIGHT,
TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT IN THE LICENSED TECHNOLOGY OR ANY
PART THEREOF.
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8.2 Indemnification by Licensee.
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(a) Licensee shall defend, indemnify and hold harmless Licensor
and its officers, directors, employees, shareholders, customers, agents,
successors and assigns from and against any and all loss, damage, settlement or
expense (including legal expenses), as incurred, resulting from, or arising out
of (i) any breach of this Agreement; (ii) any third party claim which alleges
that the Licensee Product incorporating the Licensed Technology infringes upon,
misappropriates or violates any United States patents, copyrights, or registered
trademarks of persons, firms or entities who are not parties to this Agreement
where such unlawful activity is completely independent of the Licensed
Technology; and (iii) any claim of product liability in any way relating to the
Licensed Product (iv) any claim relating to negligence, misrepresentation, error
or omission by Licensee, its representatives, distributors, or other resellers,
or failure to pay required taxes due under this Agreement; (v) Licensee shall
be responsible for any warranties it makes to end users beyond the scope of this
Agreement; and (vi) for any levy made pursuant to any transaction under this
Agreement in the nature of customs duties, value added tax (VAT), national sales
tax, or any similar tariffs and fees.
(b) As a condition to such defense and indemnification, Licensor
will provide Licensee with prompt written notice of the claim and permit
Licensee to control the defense, settlement, adjustment or compromise of any
such claim. Licensor may employ counsel at its own expense to assist it with
respect to any such claim; provided, however, that if such counsel is necessary
because of a conflict of interest of either Licensee or its counsel or because
Licensee does not assume control, Licensee will bear the expense of such
counsel. Licensor shall have no authority to settle any claim on behalf of
Licensee.
9. CONFIDENTIALITY
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9.1 Agreement as Confidential Information. Except as otherwise
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required by law, the parties shall treat the terms and conditions of this
Agreement as Confidential Information. Each party shall obtain the other's
consent prior to any publication, presentation, public announcement or press
release concerning the existence or terms and conditions of this Agreement.
9.2 Confidential information. "Confidential Information" means all
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information identified in written or oral format by the Disclosing Party as
confidential, trade secret or proprietary information, and, if disclosed orally,
summarized in written format within thirty (30) days of disclosure. "Disclosing
Party" is the party disclosing Confidential Information. "Receiving Party" is
the party receiving Confidential Information. The Receiving Party shall not
disclose the Confidential Information to any third party other than persons in
the direct employ of the Receiving Party who have a need to have access to and
knowledge of the Confidential Information solely for the purpose authorized
above. Each party shall take appropriate measures by instruction and agreement
prior to disclosure to such employees to assure against unauthorized use or
disclosure. The Receiving Party shall have no obligation with respect to
information which (i) was rightfully in possession of or known to the Receiving
Party without any obligation of confidentiality prior to receiving it from the
Disclosing Party; (ii) is, or subsequently becomes, legally and publicly
available without breach of this Agreement; (iii) is rightfully obtained by the
Receiving Party from a source other than the Disclosing Party without any
obligation of confidentiality; (iv) is disclosed by the Receiving Party under a
valid order created by a court or government agency, provided that the Receiving
Party provides prior written notice to the Disclosing Party of such obligation
and the opportunity to oppose such disclosure. Upon written demand of the
Disclosing Party, the Receiving Party shall cease using the Confidential
Information and return the Confidential Information and all copies, notes or
extracts thereof to the Disclosing Party within seven (7) days of receipt of
notice. Confidential Information shall be held as confidential during the term
hereof and for a period of two years after termination of this Agreement.
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10. LIMITATION OF LIABILITY
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EXCEPT AS PROVIDED UNDER SECTION 8 AND BREACH OF THE PARTIES' RESPECTIVE
CONFIDENTIALITY OBLIGATION UNDER SECTION 9, UNDER NO CIRCUMSTANCES WILL EITHER
PARTY BE LIABLE TO THE OTHER UNDER ANY CONTRACT, STRICT LIABILITY, NEGLIGENCE OR
OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OR
LOST PROFITS IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT.
11. TERMINATION
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11.1 Termination for Cause. This Agreement may be terminated by either
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party for cause immediately upon the occurrence of and in accordance with the
following:
(a) Insolvency Event. Either may terminate this Agreement by
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delivering written notice to the other party upon the occurrence of any of the
following events: (i) a receiver is appointed for either party or its property;
(ii) either makes a general assignment for the benefit of its creditors; (iii)
either party commences, or has commenced against it, proceedings under any
bankruptcy, insolvency or debtor's relief law, which proceedings are not
dismissed within sixty (60) days; or (iv) either party is liquidated or
dissolved.
(b) Default. Either party may terminate this Agreement effective
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upon written notice to the other if the other party violates any covenant,
agreement, representation or warranty contained herein in any material respect
or defaults or fails to perform any of its obligations or agreements hereunder
in any material respect, which violation, default or failure is not cured within
sixty (60) days after notice thereof from the non-defaulting party stating its
intention to terminate this Agreement by reason thereof.
11.2 Survival; Support After Termination. Sections 8, 9 and 10 and
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shall survive termination or expiration of this Agreement. Furthermore, in the
event of any termination or expiration of this Agreement (i) all end-user
licenses shall remain in effect; (ii) Licensor shall continue to provide
maintenance support to Licensee as set forth in Exhibit C; and (iii) no licenses
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shall be implied from this Agreement or the conduct of the parties with respect
thereto.
11.3 Return of Materials. Within thirty (30) days after the
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termination or expiration of this Agreement, Licensee will return, or with
Licensor's consent, destroy all sets of Licensed Technology masters, all other
copies of the Licensed Technology, all Documentation, Proprietary Information
and other materials delivered or furnished by Licensor to Licensee. Licensee
will not make or retain any copies of any confidential items or information
delivered to it. Effective upon the termination or expiration of this
Agreement, Licensee will immediately cease all use or trademarks and trade names
of Licensor as provided in Section 6.
12. MISCELLANEOUS
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12.1 Force Majeure. Neither party shall be liable to the other for
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delays or failures in performance resulting from causes beyond the reasonable
control of that party, including, but not limited to, acts of God, labor
disputes or disturbances, material shortages or rationing, riots, acts of war,
governmental regulations, communication or utility failures, or casualties.
12..2 Compliance with Laws. Each party warrants that, to its knowledge,
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its compliance with the terms and conditions of this Agreement will not violate
any Federal, state or local laws, regulations or ordinances now or hereafter
enacted or any third party agreements, including but not limited to the Foreign
Corrupt Practices Act, 15 USC Sec.78 or successor statute. Upon request of a
party, the other party shall issue certificates certifying compliance with any
of the aforementioned laws, regulations or ordinances as may be applicable to
the Licensed Technology and/or services being furnished hereunder.
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12..3 Import and Export. Licensor shall provide all information under
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its control which is necessary or useful for Licensee to obtain any export or
import licenses required for Licensee to ship or receive the Licensed
Technology, including, but not limited to, certificates of origin, (NAFTA,
etc.), manufacturer's affidavits, Buy America qualification, and U.S. Federal
Communications Commissions identifier, if applicable. This information is to be
provided within ten (10) business days of Licensee's request.
12.4 Relationship of Parties. The parties are independent contractors
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under this Agreement and no other relationship is intended, including a
partnership, franchise, joint venture, agency, employer/employee, fiduciary,
master/servant relationship, or other special relationship. Neither party shall
act in a manner which expresses or implies a relationship other than that of
independent contractor, nor bind the other party.
12..5 No Third Party Beneficiaries. Unless otherwise expressly
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provided, no provisions of this Agreement are intended or shall be construed to
confer upon or give to any person or entity other than Licensor and Licensee any
rights, remedies or other benefits under or by reason of this Agreement.
12.6 Equitable Relief. Each party acknowledges that a breach by the
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other party of any confidentiality or proprietary rights provision of this
Agreement may cause the non-breaching party irreparable damage, for which the
award of damages would not be adequate compensation. Consequently, the
non-breaching party may institute an action to enjoin the breaching party from
any and all acts in violation of those provisions, which remedy shall be
cumulative and not exclusive, and the parties hereby each consent to the entry
of an injunction by any court of competent jurisdiction enjoining any breach or
threatened breach of those provisions, in addition to any other relief to which
the non-breaching party may be entitled at law or in equity.
12.7 Attorneys' Fees. In addition to any other relief awarded, the
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prevailing party in any action arising out of this Agreement shall be entitled
to its attorneys' fees and costs.
12.8 Notices. Any notice required or permitted to be given by either
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party under this Agreement shall be in writing and shall be personally delivered
or sent by a reputable overnight mail service (e.g., Federal Express), or by
first class mail (certified or registered), or by facsimile confirmed by first
class mail (registered or certified), to the Project Manager of the other party.
Notices will be deemed effective (i) three (3) working days after deposit,
postage prepaid, if mailed, (ii) the next day if sent by overnight mail, or
(iii) the same day if sent by facsimile and confirmed as set forth above.
12..9 Assignment. Licensee may not assign its rights or delegate its
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obligations hereunder, either in whole or in part, whether by operation of law
or otherwise, without the prior written consent of Licensor. Any attempted
assignment or delegation without Licensor's written consent will be void. The
rights and liabilities of the parties under this Agreement will bind and inure
to the benefit of the parties' respective successors and permitted assigns. For
purposes of this Section, a fifty percent (50%) change in control shall
constitute an assignment.
12.10 Waiver and Modification. Failure by either party to enforce any
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provision of this Agreement will not be deemed a waiver of future enforcement of
that or any other provision. Any waiver, amendment or other modification of any
provision of this Agreement will be effective only if in writing and signed by
the parties.
12.11 Severability. If for any reason a court of competent
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jurisdiction finds any provision of this Agreement to be unenforceable, that
provision of the Agreement will be enforced to the maximum extent permissible so
as to effect the intent of the parties, and the remainder of this Agreement will
continue in full force and effect.
12.12 Controlling Law, Jurisdiction and Arbitration. This Agreement
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and any action related thereto shall be governed, controlled, interpreted and
defined by and under the laws of the State of California and the United States,
without regard to the conflicts of laws provisions thereof. In the event a
dispute of any kind or nature arises under this Agreement, any documents
executed in connection with this Agreement, or any matters related to this
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Agreement, the parties shall, within ninety (90) days of the receipt by the
other party of a demand for arbitration, select a mutually agreeable arbitrator
and submit the dispute to such arbitrator for binding arbitration, through the
nearest American Arbitration Association Regional Office, under the Commercial
Arbitration Rules of the American Arbitration Association. If the parties are
unable to agree upon an arbitrator, the arbitrator shall be appointed in
accordance with the rules and procedures of the American Arbitration
Association. The fees for the arbitration proceedings shall be forwarded by the
party demanding arbitration. However, the arbitration fee shall be paid or
reimbursed by the non-prevailing party, as determined by the arbitrator, who
shall also award appropriate attorneys' fees and costs to the prevailing party.
The parties hereto consent to the exclusive jurisdiction of the American
Arbitration Association. Any arbitration shall take place in San Mateo County
and any award may be enforced in the Superior Court of California San Mateo
County, California or the Federal District Court Northern District of
California. The parties waive any objections they may have to the jurisdiction
and venue for the enforcement of any award in such courts.
12.13 Headings. Headings used in this Agreement are for ease of
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reference only and shall not be used to interpret any aspect of this Agreement.
12.14 Entire Agreement. This Agreement, including all exhibits which
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are incorporated herein by reference, constitutes the entire agreement between
the parties with respect to the subject matter hereof, and supersedes and
replaces all prior and contemporaneous understandings or agreements, written or
oral, regarding such subject matter.
12.15 Counterparts. This Agreement may be executed in two
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counterparts, each of which shall be an original and together which shall
constitute one and the same instrument.
12.16 Basis of Bargain. EACH PARTY RECOGNIZES AND AGREES THAT THE
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WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE
MATERIAL BARGAINED FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN
INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH
PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS
AGREEMENT.
13. NOTIFICATION
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13.1 Form of Notification. Each party to this Agreement shall perform
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notification of the other by courier service or registered U.S. Mail. Any
telephonic facsimile notification shall be followed by written notification via
courier service or U.S. Mail.
13.2 Addresses. The addresses for notification under this Agreement are:
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Xxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxx
Imaginon, Inc. Wireless Web Data, Inc.
0000 Xxxxxx Xxxxxx 0000 Xxxxxx Xxxxxx, Xxxxx 0
Xxx Xxxxxx, XX 00000 Xxx Xxxxxx, XX 00000
Telephone: 000-000-0000 Telephone: 000-000-0000
Facsimile: 000-000-0000 Facsimile: 000-000-0000
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
persons duly authorized as of the date and year first above written.
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LICENSOR: LICENSEE:
IMAGINON, INC. WIRELESS WEB DATA, INC.
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer Title: Chief Executive Officer
TABLE OF EXHIBITS
EXHIBIT A - WebZinger and Vizario Descriptions
EXHIBIT A
WEBZINGER
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WebZinger has three components:
- database analysis
- network synthesis
- real-time adaptive playback
The source database for the analysis can be any data file or set of data files
which may contain multiple classes of data, such as text, video or audio. In the
case of WebZinger, the source database is the entire World Wide Web, where
allowable data classes are images, movies, audio, text, HTML and Java applets.
During database analysis, filters based on selection criteria are used to screen
out irrelevant data and accept desirable data. The organization of the data with
respect to its position in the database is preserved.
Network synthesis is the process of creating a "playable" network
consisting of data items and decision points. The synthetic network is
hierarchical and tree-like in that it has a trunk, branches and leaves.
Decision nodes, which are the points within a network where an item resides, or
a connection is made to an item in the network, connect the branches to the
trunk and the leaves to the branches. The distance from the trunk at which a
data item is placed out on a branch is usually determined by its quality of
match to the database analysis criteria. The network synthesis process can be
entirely automatic or manually guided.
Real-time playback is the part of the Licensed Technology that most users
see. The desired data items selected during database analysis and organized
within a synthetic network are played in real time, sequentially and seamlessly.
When the synthetic network contains solely digitized film clips, the resulting
playback forms an interactive movie. If the network is populated with still
images, such as Web pages, playback forms an interactive slide show. A network
filled with text pages is a hypertext electronic book, magazine or newspaper.
Synthetic networks can be layered one on top of the other, with live
cross-references.
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VIZARIO
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Vizario is personal agent software presently under development for facilitating
data acquisition, management and presentation in a wireless network environment,
or in a hybrid network combining wireless and wired devices. The product is
intended to be deployed on a network server. Clients accessing the Vizario
server for the first time will be required to accept a small download of
software to enable their wireless device or desktop PC. Vizario will offer a
rich feature set, including:
1.01 Web and enterprise LAN search capability
1.02 Easy user customization of the interface and operations
1.03 Menu, icon or keyword-driven search initiation
1.04 Desktop search initiation for later retrieval on a hand-held device
1.05 Storage of search results
1.06 Editing of search results
1.07 Automatic or scheduled updating of stored search results
1.08 On-the-fly filtering of Web pages to maximize or minimize rich media
content
1.09 On-the fly reformatting of Web page text data for hand-held displays
1.10 Vertical scrolling text column display of retrieved Web pages
1.11 Audio and video playback
1.12 Linear or structured (branching) playback of search results
1.13 Telephone number extraction from Web pages for auto-dialing
1.14 Xxxxx Xxxxxxx (Star Trek computer's voice) for annunciation
1.15 Voice command input (uses menu text and icon names for navigation)
1.16 Bookmarks list for rapid access to search reports from cell phones
