Exhibit 10.11
July 7, 1999
American Home Mortgage Holdings, Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx XXxx 00000
Attention: Xxxxxxx Xxxxxxx, President
Dear Sirs:
This letter (the "Agreement") confirms the understanding between Xxxxx 0'Xxxxxx
("Licensor") and American Home Mortgage Holdings, Inc. and its subsidiary,
American Home Mortgage Corp., (together, the "Licensee") in connection with
certain interest rate risk management software developed by Licensor:
(1) Definition of Software. For purposes of this letter agreement,
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"Software" shall mean the computer programs and related documentation and
software designed by Licensor to (a) view in aggregate interest rate commitments
given to mortgage loan customers and the financial instruments held to hedge
these commitments, and (b) evaluate impacts in interest rate changes on the
value of loans and inventory and applications in process.
(2) License. Licensor hereby grants to Licensee a twenty-year, worldwide,
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non-exclusive, fully-paid-up right and license to reproduce the Software in
copies, prepare derivative works, perform and display the Software publicly, and
to use the Software. The Licensor hereby agrees to include in any copies of the
Software that it prepares any copyright or other intellectual property rights
notices now present therein.
(3) Maintenance and Other Activities. Licensor shall, for the license
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period, use all reasonable efforts to assist Licensee, at the Licensee's
request, in the Licensee's maintenance and other activities necessary to enable
Licensee to utilize the Software in substantially the manner in which it is
currently used.
(2) Consideration/Royalty Fee. In addition to the execution and delivery of
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the employment agreement, dated March 9, 1998, between the Licensor and Licensee
(the "Employment Agreement"), the Licensee shall pay to Licensor a royalty fee
of $100 in consideration of the execution and delivery of this Agreement by
Licensor. No further fee or consideration shall be payable under this Agreement
with respect to the Software.
(3) Representations and Limited Warranties. Licensor represents and warrants
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to Licensee that Licensor owns, has and will hereby transfer to licensee, good
title to the copies of the Software, free and clear of all liens, claims,
security interests and encumbrances, and that Licensor has full power and
authority to grant the rights and licenses hereinabove granted.
(4) Entire Agreement. Licensee and Licensor acknowledge that they have read
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this entire Agreement and that this Agreement, along with the Employment
Agreement, constitutes the entire understanding and contract between the parties
and supersedes any and all prior or contemporaneous oral and written
communications regarding the subject matter, all of which communications are
merged herein. Nothing in this Agreement shall be construed as creating a joint
venture or partnership, or employment relationship other than set forth in the
Employment Agreement, between the parties, nor shall either party have the
right, power or authority to create any obligation or duty, express or implied,
on behalf of the other. This Agreement shall not be modified, amended or in any
way altered except by an instrument in writing signed by both parties.
(5) Governing Law. This Agreement shall be construed and enforced in
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accordance with the laws of the State of New York, without giving effect to the
conflict of laws rules thereof.
(6) Agreement Copies. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(7) Binding Effect. This Agreement shall be binding upon the parties and
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their successors and assigns.
Very truly yours,
BY /s/ Xxxxx X'Xxxxxx
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Agreed to and Accepted as of the date first
written above:
AMERICAN HOME MORTGAGE HOLDINGS, INC.
BY /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: President and Chief Executive Officer
