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EXHIBIT 10.13
WORLD COMMERCE ONLINE. INC. DEMONSTRATION LICENSE AGREEMENT
FOR FLORAPLEX SYSTEM(TM)
This License Agreement is entered into between AnswerThink Consulting
Group, Inc., (End User) and World Commerce Online, Inc. ("WCO"), dated the 4th
day of October, 1999.
1. GRANT OF LICENSE.
WCO grants to End User a nonexclusive, nontransferable license to use
one copy of the Floraplex System(TM) computer program and written
documentation (collectively the "Software"), to be loaded and operated
on one designated file server at a time for the exclusive use at the
i2 Technologies, Inc. trade show demonstration ("Trade Show") on
____________________.
2. OTHER RESTRICTIONS.
End User shall not sell, lease or sublicense the Software. End User
may not retain any copies of the Software and related written
documentation. End User shall not make any copies, or allow others to
make copies, of the Software, other than as permitted herein. End User
shall not reverse engineer, recompile or disassemble the Software. End
User shall not use the Software in any service bureau or timesharing
environment and shall not rent the Software. End User will return all
copies of the Software and reformat the hard drive of the server used
to demonstrate the Floraplex System(TM) at the conclusion of the Trade
Show.
3. COPYRIGHT.
The Software and written materials are owned by WCO and are protected
by United States copyright laws and international treaty provisions.
Therefore, End User shall treat the Software and written materials as
any other restricted copyrighted material, except that End User may,
solely for purposes of the Trade Show: (a) make one copy of the
Software solely for backup or archival purposes; (b) transfer the
Software to a single hard disk providing End User keeps the original
solely for backup or archival purposes; or (c) copy the written
materials accompanying the Software for internal use only.
4. INDEMNIFICATION.
In the event that a claim is brought or asserted against End User
alleging the Software, releases including changes and other
modifications to the Software, constitutes an infringement of a U.S.
patent, copyright, or trade secret, WCO agrees to defend, at its own
expense, or at its option to settle all such claims. In the event that
a claim is brought or asserted against WCO arising from End User's use
or demonstration of the Software, End User agrees to defend, at its
own expense, or at its option to settle all such claims.
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5. TERMINATION OF LICENSE.
WCO may terminate this License if End User breaches or violates any of
the restrictions stated herein, provided End User fails to cure such
breach or violation within three (3) days from date of notification.
6. WARRANTY DISCLAIMER.
WCO EXPRESSLY WAIVES AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF
MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE.
7. DAMAGE LIMITATION.
IN NO EVENT SHALL WCO BE LIABLE FOR SPECIAL, CONSEQUENTIAL,
COLLATERAL, OR INCIDENTAL DAMAGES AS A RESULT OF ANY BREACH OF
WARRANTY, EXPRESS OR IMPLIED, ARISING OUT OF THE LICENSE OR USE OF THE
SOFTWARE.
8. CONFIDENTIALITY.
End User acknowledges that the Software and related written materials
are proprietary and confidential trade secrets of WCO and may not be
disclosed to any party without prior permission of WCO. End User also
agrees to maintain the Software and all related written materials in
confidence using no less care than that used to maintain and protect
the confidentiality of End User's similar confidential information.
End User agrees to allow WCO to use End User's name for limited
activities including a press release announcing this License Agreement
and a mutually agreeable number of telephone reference calls or
on-site reference visits. WCO agrees not to disclose any of End User's
proprietary and confidential information or trade secrets as part of
these limited activities.
9. EQUITABLE RELIEF
End User acknowledges that any breach of its obligations with respect
to proprietary rights of WCO will cause WCO irreparable injury for
which there are no adequate remedies at law and that WCO shall be
entitled to equitable relief in addition to all other remedies
available to it.
10. NOTICE.
All written notices between the parties shall be considered to have
been given if sent by certified or registered mail to the address set
forth below or other such address as either party may provide in
writing as a change of address.
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11. GOVERNING LAW.
The laws of the State of Florida shall govern this Agreement.
12. SEVERABILITY.
Each provision of this License Agreement is severable from the entire
Agreement. In the event that any such provision hereof is declared
invalid or unenforceable, the remaining provisions shall remain in
effect.
13. FEES AND SERVICES.
All fees have been waived by WCO to End User for the use of its
Floraplex System(TM) software during the Trade Show demonstration.
Answer Think Consulting Group World Commerce Online, Inc.
0000 Xxxxxx Xxxx Xxxx 0000 Xxxxxxxxx Xxxxx
Xxxxx 000 Xxxx Xxxxxxx, XX 00000-0000
Xxxxxxx, XX 00000
/s/ Xxxxxxx Xxxx Xxxxxx /s/ Xxxx X. Xxxxxx XX
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Authorized Signature Authorized Signature
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Xxxxxxx Xxxx Xxxxxx Xxxx X. Xxxxxx XX
Manager 10/4/99 Executive Vice President 10/4/99
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Title Date Title Date
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