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EXHIBIT 10.18
CONFIDENTIAL CERTAIN CONFIDENTIAL
TREATMENT CONTAINED IN
THIS DOCUMENT, MARKED BY
BRACKETS AND DENOTED BY AN
ASTERISK, HAS BEEN OMITTED
AND FILED SEPARATELY WITH
THE EXCHANGE COMMISSION
PURSUANT TO 17 C.F.R.
SECTIONS 200.80(b)(4),
200.83 and SECTION
230.406.
PATENT LICENSE AGREEMENT
THIS PATENT LICENSE AGREEMENT (the "Agreement") is made and entered
into this 21st day of December, 1995 between AirTouch Communications, Inc., a
Delaware corporation, formerly known as AirTouch Communications of California,
a California corporation (hereinafter "AirTouch"), and Coral Systems, Inc., a
Delaware corporation, (hereinafter referred to as "Licensee").
RECITALS
WHEREAS, Licensee is engaged in the business of making and/or selling
goods used to prevent wireless telecommunications fraud, and desires to obtain
from AirTouch certain limited rights to the Licensed Patent (defined below)
upon the terms and conditions set forth in this Agreement, and
WHEREAS, AirTouch has certain technical expertise in wireless
telecommunications fraud, including fraud prevention, and desires to grant to
Licensee certain limited rights to the Licensed Patent upon the terms and
conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants and conditions below, the parties agree as follows:
AGREEMENT
I. DEFINITIONS
A. Affiliate. An "affiliate" of any person or entity is any
entity controlling, controlled by, or under common control with such person or
entity. For purposes of this Agreement, "controlling, controlled by, or under
common control" means, in the case of a corporation, ownership of greater than
50% of the outstanding voting stock, and in the case of a partnership,
ownership of greater than 50% of the general partner interest in either capital
accounts or profits.
B. Effective Date. The "Effective Date" shall be the date first
stated above.
C. Licensed Patent. The "Licensed Patent" licensed hereunder and
referred to herein shall consist of United States patent number 5,420,910 to
Rudokas, et al., entitled METHOD AND APPARATUS FOR FRAUD CONTROL IN CELLULAR
TELEPHONE SYSTEMS UTILIZING RF SIGNATURE COMPARISON, and all United States
divisional and continuation applications and all foreign filings based upon
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CONFIDENTIAL CONFIDENTIAL TREATMENT REQUESTED
the specification contained in U.S. patent no. 5,420,910 or serial no.
08/389,348, but not continuations in part applications. AirTouch has one
divisional application, which is serial no. 08/389,348, entitled METHOD AND
APPARATUS FOR FRAUD CONTROL IN CELLULAR TELEPHONE SYSTEMS. A copy of both
items is attached as Exhibit A.
D. Products. The "Product(s)" shall mean the Licensee developed,
licensed, or otherwise acquired equipment and products which incorporate the
subject matter as claimed in the Licensed Patent and are marketed and
distributed by Licensee through any of its distribution channels. The Products
are listed in Exhibit B.
E. Net Sales Revenue. The "Net Sales Revenue" from any
Product(s) shall mean the actual revenues collected by Licensee from the sale
of such Product(s) in the United States minus all costs of shipment and refunds
but not minus any taxes.
II. LICENSE XXXXX
X. Xxxxx. AirTouch grants to Licensee a world-wide,
royalty-bearing, non-exclusive, license of limited transferability for the term
of this Agreement to make, have made, sell, use, replicate, copy, and
incorporate the subject matter as claimed in the Licensed patent and to
manufacture, have manufactured, distribute, and sell Products which incorporate
the subject matter as claimed in the Licensed Patent, subject to the conditions
and restrictions in this Agreement.
1. AirTouch has the option to terminate the above
license grant prior to the expiration of the term of this Agreement if Licensee
fails to remit the Earned Royalties amounts set forth in Section X.C. below.
B. Limitation On Rights Granted. Licensee shall only have the
rights to the Licensed Patent as are specified according to the terms and
conditions contained in this Agreement.
III. PRODUCT PURCHASE BY AIRTOUCH
A. Discount To AirTouch. In recognition of the significant
expenditure of resources by AirTouch, both financially and otherwise, in the
development of the Licensed Patent, Licensee shall sell Products to AirTouch or
any of its Affiliates at prices equal to the least of: (i) [ * ] off the
then-current retail price, (ii) [ * ] (as set forth
below), or (iii) prices consistent with then-current pricing practices.
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CONFIDENTIAL CONFIDENTIAL TREATMENT REQUESTED
B. [ * .] Licensee agrees that, during the term
of this Agreement, [
*
] with
respect to the sale of any updates, developments, enhancements, or
modifications to Products ("Product Improvements") are not or will not be [
* ] after the effective
date of this Agreement, to any other customer of Licensee or quoted by Licensee
to any such prospective customer, after the Effective Date hereof, when such
customer is thereby granted such terms. If Licensee, during the term of this
Agreement, [
*
] Licensee shall promptly notify AirTouch of such arrangement, and
the [
*
]
IV. OWNERSHIP OF THE LICENSED PATENT
A. Ownership By AirTouch. By operation of and performance under
this Agreement, Licensee acquires only the right to the Licensed Patent as
specified herein and does not acquire any right of ownership in or to the
Licensed Patent. All rights, title, and interest in the Licensed Patent and
updates, developments, enhancements, or modifications thereto made by AirTouch
or its Affiliates shall at all times remain with AirTouch.
B. Ownership By Licensee. All rights, title, and interest in any
updates, developments, enhancements, or modifications made to the Licensed
Patent which may be developed by Licensee for use in connection with the
Licensed Patent ("Developments") shall at all times remain with Licensee.
Licensee agrees that it will promptly notify AirTouch of, and communicate full
information in writing covering, any such Developments. Licensee shall grant
AirTouch, under mutually agreeable terms, a perpetual, nonexclusive license to
make, have made, sell, and use the Developments for AirTouch and its
Affiliates.
V. PRODUCT MARKETING
A. AirTouch's Trademarks. AirTouch has adopted and owns certain
trade names, logos, trademarks and service marks used in identifying and
marketing AirTouch technology, products and services ("Trademarks"). Licensee
recognizes and consents for all purposes that all Trademarks, whether or not
registered, constitute the exclusive property of AirTouch and cannot be used by
Licensee except as specified in this Agreement, nor shall Licensee use any
confusingly similar Trademarks. Licensee may use the following statement in
the marketing of Products: "Incorporating AirTouch's
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patented technology." Licensee must affix the following statement to all
Products: "Xxx. No. 5,420,910 and Xxx. Pend." Nothing contained in this
Agreement shall be construed as conferring any additional rights upon Licensee
to use in advertising, publicity, or other promotional activities any
Trademark, other than that specifically set forth above, unless the prior
express written permission of AirTouch has been obtained.
B. Publicity. The parties shall mutually plan and agree upon the
contents, form, and manner of publicity of, and shall not respond to inquiries
from members of the public media if such inquiries concern, the contents of
this Agreement and the details of the transactions contemplated by this
Agreement. In no event shall the parties act unilaterally under the foregoing
unless otherwise required to by law.
VI. REPRESENTATIONS AND WARRANTIES OF AIRTOUCH
A. AirTouch hereby represents and warrants to Licensee as
follows:
1. That it has the full and exclusive right and power to
enter into and perform according to the terms of this Agreement, and that it
has the exclusive right to grant to Licensee each of the rights herein granted
to Licensee.
2. Other than as indicated in paragraph A.4. below, that
no other person or organization or entity has or will have any right, title, or
interest in or to all or any portion of the Licensed Patent which would in any
way curtail or impair any of the rights granted to Licensee herein, and that it
has not heretofore done or permitted to be done, and will not hereafter do or
authorize or permit to be done, any act or thing which is or may be in any way
inconsistent with or which may in any way curtail or impair any right herein
granted to Licensee.
3. That it now owns or controls or will, at all times
material hereto, own or control all right, title, and interest in and to the
Licensed Patent free from any encumbrances which would in any way curtail or
impair any of the rights granted to Licensee herein.
4. That it is not the subject of any claim, action, or
proceeding involving the Licensed Patent, except AirTouch is aware of U.S.
patent number 5,329,591 to Xxxxxxx, entitled TRANSMITTER IDENTIFICATION AND
VALIDATION SYSTEM AND METHOD.
B. Nothing in this Agreement shall be construed as a warranty or
representation by AirTouch as to the validity or scope of any patent right or
that anything derived or substantially derived from the Licensed Patent is or
will be free from infringement of patents or intellectual property rights of
third persons. Furthermore,
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nothing in this Agreement shall be construed as a requirement that AirTouch
file any patent or copyright application, secure any patent or copyright, or
maintain any patent or copyright in force or as an obligation, on AirTouch's
part, to bring or prosecute actions or suits against third parties for
infringement.
AIRTOUCH MAKES NO, AND HEREBY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF DESIGN, MERCHANTABILITY, OR
FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE,
OR TRADE WITH REGARD TO THE PERFORMANCE OF THE LICENSED PATENT PROVIDED TO
LICENSEE HEREUNDER. AIRTOUCH DOES NOT MAKE AND EXPRESSLY DISCLAIMS ANY
REPRESENTATION OR WARRANTY TO ANY END USER OR THIRD PARTY (INCLUDING WITHOUT
LIMITATION DEALERS, DISTRIBUTORS AND ORIGINAL EQUIPMENT MANUFACTURERS) WITH
RESPECT TO THE LICENSED PATENT, INCLUDING WITHOUT LIMITATION THE IMPLIED
WARRANTIES OF DESIGN, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
LICENSEE SHALL NOT HAVE THE RIGHT NOR CLAIM TO HAVE THE RIGHT TO MAKE OR PASS
THROUGH ANY SUCH WARRANTY OR REPRESENTATION ON BEHALF OF AIRTOUCH TO ANY SUCH
END USER OR THIRD PARTY.
THE EXISTENCE OF MORE THAN ONE CLAIM, SUIT, OR PROCEEDING SHALL NOT EXPAND OR
ENLARGE THE LIMITATION OF AIRTOUCH'S LIABILITY UNDER THIS AGREEMENT, WHICH
(INCLUSIVE OF PROFESSIONAL FEES AND COSTS) SHALL BE NO GREATER THAN THE
AGGREGATE AMOUNT OF PAYMENTS ACTUALLY MADE BY LICENSEE TO AIRTOUCH PURSUANT TO
SECTION X BELOW. LICENSEE FURTHER AGREES THAT AIRTOUCH SHALL NOT BE LIABLE FOR
INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCURRED BY LICENSEE OR
ANY OF ITS AFFILIATES OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR
TORT OR BASED ON A WARRANTY, BASED UPON THE USE OF THE LICENSED PATENT BY
LICENSEE OR THE DISTRIBUTION, MARKETING, AND LICENSING OF PRODUCTS
INCORPORATING THE LICENSED PATENT, EVEN IF AIRTOUCH HAS BEEN NOTIFIED OF THE
POSSIBILITIES OF SUCH DAMAGES. THE PARTIES HEREBY ACKNOWLEDGE THAT THE OTHER
PORTIONS OF THIS AGREEMENT HAVE BEEN MADE IN RELIANCE UPON INCLUSION OF THE
FOREGOING PROVISIONS.
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VII. REPRESENTATION AND WARRANTIES OF LICENSEE
A. Licensee hereby represents and warrants to AirTouch as
follows:
1. That Licensee shall not use, replicate, copy, sell,
or otherwise distribute the Licensed Patent except pursuant to the terms of
this Agreement; provided, however, that nothing contained herein shall be
construed or intended to prevent or limit Licensee from making or entering into
any agreements with other persons, organizations, or entities with respect to
activities and/or products that are like or similar to those that are the
subject of or contemplated by this Agreement.
2. That it will not export any of the Licensed Patent,
or any Product incorporating any subject matter as claimed in the Licensed
Patent, without first obtaining all required U.S. Government export licenses.
In that connection, Licensee represents that it is knowledgeable about U.S.
Government export licensing requirements or that will become so prior to
engaging, directly or indirectly, in any export transaction involving the
Licensed Patent.
3. That unless expressly agreed otherwise, it
specifically acknowledges that AirTouch is not obligated to provide support,
education, maintenance, or the like to Licensee or problem-solving, support,
maintenance, documentation or the like to Licensee's dealers, other resellers,
or end users. Licensee further acknowledges that it is responsible for the
supervision, management, and control of the distribution and use of Products
incorporating the subject matter as claimed in the Licensed Patent.
4. That it has the full and exclusive right and power to
enter into and perform according to the terms of this Agreement and that by
entering into this Agreement, Licensee does not cause a breach of any other
contract to which it is a party.
5. That if the Licensed Patent is used in any fashion,
directly or indirectly, in connection with government contracting or
subcontracting, including, without limitation, Licensee's performance of any
government contracts or subcontracts, then Licensee shall ensure (by means of
an appropriate term in the contract with such government entity) that: (i) the
Licensed Patent shall not constitute deliverables under any government contract
or subcontract, and (ii) no government entity shall acquire, under the terms of
any government contract or subcontract, or any applicable government
contracting laws, rules or regulations, any rights of any nature in the
Licensed Patent.
VIII. LICENSEE'S INDEMNITY
A. Licensee hereby agrees to indemnify AirTouch from those
damages finally awarded against AirTouch, or settlement payments made to a
third person by AirTouch
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with the consent of Licensee (which consent shall not be unreasonably
withheld), and save and hold AirTouch harmless form any and all claims or
losses (collectively, the "AirTouch Damages") arising out of or in connection
with or by reason of or resulting from a breach of any of the warranties,
representations, or agreements made by Licensee herein or for any tort or
contract claim, including without limitation, personal injury, wrongful death,
or product liability claims, arising in connection with Licensee's use of the
Licensed Patent and/or Licensee's manufacture, use, and/or sale of Products.
2. AirTouch shall promptly notify Licensee of any third
person action to which the indemnity relates and Licensee shall have the right,
at its own expense, to control the defense or settlement thereof with counsel
of its choice, at Licensee's expense. AirTouch shall provide Licensee with
reasonable information, authority, and assistance necessary to perform under
this indemnity. Reasonable out-of-pocket expenses incurred by AirTouch for
such assistance will be promptly reimbursed by Licensee.
IX. LEGAL ACTION TO PROTECT THE LICENSED PATENT
A. AirTouch Controls. Licensee shall, at the request and expense
of AirTouch, do such acts or things as AirTouch reasonably requires for the
purpose of obtaining, maintaining, enforcing, and preserving AirTouch's rights
in the Licensed Patent; provided, however, that Licensee agrees that only
AirTouch has the right to bring any infringement action or take any other legal
action to enforce its rights. In the event that any unlawful use or copying of
Licensed Patent, infringement of AirTouch's rights in the Licensed Patent, or
infringement or registration or attempted registration by a third party of the
patents, copyrights, or other proprietary rights of AirTouch comes to the
attention of Licensee, Licensee shall immediately inform AirTouch in writing,
stating the full facts of the infringement or registration or attempted
registration known to it, including the identity of the suspected infringer or
registrant, the place of the asserted infringement or registration and evidence
thereof. Licensee agrees to cooperate fully with AirTouch (at AirTouch's
reasonable expense, excluding salaries of Licensee's personnel) if AirTouch
sues to enjoin such infringements or to oppose or invalidate any such
registration. In determining whether to bring an infringement action, AirTouch
agrees to seek an opinion of its patent counsel regarding whether an
infringement has occurred and to inform Licensee the results (but not the
analysis) of such opinion. Such disclosure shall constitute confidential
information and shall not be disclosed to third parties by Licensee. If
Licensee disagrees with AirTouch's conclusion, then it may set a mutually
convenient time for a meeting among AirTouch personnel and its patent counsel
and Licensee's personnel and its patent counsel, in which Licensee and/or its
patent counsel may present their position. AirTouch agrees to re- evaluate its
conclusion in light of information provided by Licensee and/or its patent
counsel and inform Licensee of its final result. Licensee shall not have any
further appeal rights to AirTouch.
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X. ROYALTIES
A. Royalty Rate. In consideration of the license grant made to
Licensee hereunder, Licensee agrees to pay to AirTouch the following royalties
("Earned Royalties"):
1. For the term of this Agreement, Licensee shall pay AirTouch
monthly royalty payments of [ * ] of the Net Sales Revenues received by Licensee
on proceeds actually collected by Licensee from the sale of Products, less
revenues attributable to the sale of Products to AirTouch and its Affiliates,
subject to the remainder of this Section X.
B. Royalties After Termination Or Expiration. Earned Royalties
shall be due in accordance with Section X.A. above in the event that any
revenues are received by Licensee, during or within 1 year after the expiration
or termination of this Agreement, from the distribution or sale of any Licensee
developed, licensed, or otherwise acquired equipment if, subsequent to such
distribution or sale, the endorser or other applicable third party receives any
portion of the Licensed Patent from Licensee for use in connection with such
equipment. Licensee hereby agrees to promptly notify AirTouch of such
distribution or sale of the Licensed Patent and to promptly remit the
applicable Earned Royalty amount due. Licensee also agrees to credit
AirTouch's account with Earned Royalties at the time invoicing of a Product
occurs.
C. Minimum Royalties. The minimum royalty payments for each year
of this Agreement shall be as follows:
1. for the first year following the Effective Date,
Earned Royalties of at least [ * ] of which
[ * ] must be paid to AirTouch on or before [ *
] and
2. for each successive year after the first year
following the Effective Date, Earned Royalties of at least [ *
] per year to a maximum of [
* ] per year.
If Licensee has not made payments of Earned Royalties under Section X.A.
meeting the above minimums for each of the periods indicated, then within 30
days following the end of the relevant payment period, Licensee shall pay
AirTouch the difference between the minimum Earned Royalties stated above and
the amounts actually paid under Section X.A. for the relevant year.
D. Adjustment. Commencing with the fifth license granted by
AirTouch under the Licensed Patent and continuing thereafter, Licensee may
request and the parties shall negotiate an adjustment to the Royalty Rate
and/or Minimum Royalties to compensate for
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reasonable market dilution, if any, associated with AirTouch's granting of five
or more licenses under the Licensed Patent. Licensee may request such
renegotiation only once per additional license.
XI. PAYMENT SCHEDULE
A. Monthly Statements. Within 30 days after the end of each
period with respect to which Licensee owes AirTouch any Earned Royalties,
Licensee shall furnish AirTouch with a statement, together with payment for any
amount due to AirTouch. The royalty statement shall be based upon sales of
Products during the calendar month then ended, and shall contain information
sufficient to discern how the royalty payment, if any, was computed.
B. Late Fee. A finance-charge of the lesser of [*] per month or
the maximum rate permissible by law will be charged on all amounts past due.
Payment of royalties and of all payment obligations will survive expiration or
termination of this Agreement.
C. Taxes. The Minimum Royalties and any late fee due to AirTouch
hereunder is exclusive of, and Licensee shall pay, any sales, use, property,
license, value added, excise, royalty withholding or similar federal, state or
local tax that may be imposed upon or with respect to the Licensed Patent,
exclusive of taxes based on AirTouch's net income. Licensee shall indemnify
and hold AirTouch harmless against any liability therefor. Licensee shall
timely secure and deliver to AirTouch all documents, receipts and governmental
approvals relating to the payment of any such taxes by Licensee.
XII. AUDITS
A. Licensee To Keep Records. Licensee agrees to keep all proper
records and books of account and all proper entries therein relating to the
manufacture and sale of Products.
B. Audits By AirTouch. AirTouch may cause an audit to be made of
the applicable records once per calendar year in order to verify statements
rendered hereunder. Any such audit shall be conducted only by a certified
public accountant (other than on a contingency fee basis) and shall be
conducted during regular business hours at Licensee's offices upon five days
prior notice to Licensee and in such a manner as not to interfere with
Licensee's normal business activities.
C. Cost Of Audits. AirTouch shall bear the expense of any such
audit unless such audit reveals that Earned Royalties paid by Licensee under
Section X for any month are less than 95% of what should have been paid by
Licensee for such month, in which
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event the costs of such audit shall be borne entirely by Licensee, in addition
to and without limitation of any right or remedy AirTouch may have. Prompt
payment or any amount found due and owing to AirTouch under this Section,
including audit fees and expenses due to AirTouch, shall be made by Licensee
within thirty days of notice to Licensee by AirTouch.
XIII. RIGHTS AND OBLIGATIONS UPON EXPIRATION OR TERMINATION
A. Term. This Agreement shall terminate upon the expiration of
the last United States patent included in the definition of Licensed Patent
stated above, unless earlier terminated by agreement of the parties or
terminated by either party in accordance with the provisions of this Agreement.
B. Pre-Existing Orders And Inventory. Upon the expiration or
termination of this Agreement, Licensee shall have the right to complete
pre-existing orders for Products and to continue to see or otherwise dispose of
Products in Licensee's inventory on the date of such termination or expiration,
and Licensee shall have the right to continue to manufacture replacement parts
for Products to the extent necessary to support Products at the then existing
royalty rates. Except for those specific purposes set forth in this paragraph,
Licensee shall cease all use of the Licensed Patent upon the expiration or
termination of this Agreement.
C. Payment Of Earned Royalties. Any and all sales or other
dispositions of Products made under the provisions of this Section XIII shall
be subject to the Earned Royalties obligations specified in Section X above.
D. Return Of AirTouch Property. Upon any expiration or
termination of this Agreement, Licensee's right to possess and use any of the
proprietary information of AirTouch shall terminate and Licensee shall promptly
deliver to AirTouch all such proprietary information and copies thereof in its
possession or under its control. Each party shall reasonably assist the other
in effecting an orderly termination of the business affairs contemplated
hereunder.
E. Licensee's Termination Right. Licensee, at its option, may
terminate this Agreement upon at least 60 days' written notice to AirTouch,
provided that on or before the date the termination becomes effective, Licensee
shall have paid AirTouch a minimum amount of Earned Royalties of [
* ] in the calendar year which Licensee sends the
notice to AirTouch.
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XIV. FORCE MAJEURE
Neither party shall be liable to the other for its failure to perform any of
its obligations under this Agreement, except for payment obligations, during
any period in which such performance is delayed because of or rendered
impractical or impossible due to circumstances, other than financial, beyond
its reasonable control, which shall include, without limitation, fire, flood,
earthquake or other casualty; labor disputes; inability to procure supplies or
power; war or other violence; or law, order, regulation, ordinance or
requirement of any governmental agency; provided that the party experiencing
the delay promptly notifies the other of the delay and the reason(s) therefor.
XV. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws
of the State of California as applied to agreements executed in California by
California residents.
XVI. NOTICES AND REQUESTS
All notices and requests in connection with this Agreement shall be deemed
given as of the day they are received, whether by confirmed telecopy,
messenger, delivery service, or in the U.S. mails, postage prepaid, certified
or registered, return receipt requested, and addressed as follows:
AirTouch:
AirTouch Communications, Inc.
0000 Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxx Xxxxx, XX 00000
Attn: Xxxx Xxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
with a cc to:
AirTouch Communications, Inc.
Legal Department
Xxx Xxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Intellectual Property Counsel
Phone: (000) 000-0000
Fax: (000) 000-0000
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Licensee:
Coral Systems, Inc.
0000 Xxxxxx Xxxxxx, Xxxxx 0X
Xxxxxxxx, XX 00000X
Attn: Xxxxxx Xxxxxxxxxx, Esq.
Phone: (000) 000-0000
Fax: (000) 000-0000
or to such other address as the party to receive the notice or request so
designates by written notice to the other.
XVII. CONFIDENTIALITY
The parties agree, both during the term of this Agreement and for a period of 5
years after expiration or termination of this Agreement and of all licenses
granted hereunder to hold in confidence information which is confidential to
the other as described more fully in the Nondisclosure Agreement by and between
the parties dated October 1, 1993. The parties agree further that, except as
specifically set forth in this Section XVII, any exchange of proprietary
information between the parties in connection with this Agreement shall be made
pursuant to the terms of such Nondisclosure Agreement.
XVIII. ASSIGNMENT AND BINDING EFFECT
A. No Assignment. This Agreement may not be assigned,
transferred or encumbered in whole or in part by Licensee without the written
consent of AirTouch, which consent shall not be unreasonably withheld.
B. Agreement Binding on Successors. Subject to the limitations
stated in this Agreement, this Agreement will inure to the benefit of and be
binding upon the parties, their successors, administrators, heirs, and
permitted assigns.
XIX. INDEPENDENT CONTRACTORS
This Agreement is intended solely as a license agreement, and no partnership,
joint venture, agency, or other form of agreement or relationship is intended.
XX. ENTIRE AGREEMENT AND MODIFICATIONS
The parties acknowledge that they have read this Agreement and understand it,
and they agree to be bound by all its terms and conditions. They further agree
that this Agreement and attachments constitute the entire, final, complete and
exclusive agreement between
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the parties with respect to the subject matter hereof and merges all prior and
contemporaneous oral and written communications. This Agreement shall not be
modified except by a written agreement signed on behalf of AirTouch and
Licensee by their duly authorized representatives.
XXI. SEVERABILITY AND WAIVER
In the event any provision of this Agreement is held to be invalid or
unenforceable, the remaining provisions of this Agreement will remain in full
force and effect to the extent that the intent of the parties is still
effectuated by the remaining provisions. If the parties' intent cannot be
effectuated by the remaining provisions, then this Agreement shall
automatically terminate. Any waiver (express or implied) by either party of
any default or breach of this Agreement shall not constitute a waiver of any
other or subsequent default or breach.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives.
AirTouch Communications, Inc. Coral Systems, Inc.
By: /s/ XXX XXXXXXX By: /s/ XXXX X XXXXXXX
----------------------------- --------------------------------
Name: Xxx Xxxxxxx Name: Xxxx X. Xxxxxxx
---------------------------- -------------------------------
Title: Managing Director Title: President and CEO
Corporate Technology ------------------------------
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