EXHIBIT 10.30
DATED OCTOBER 2001
QSP GROUP PLC
QSP SOLUTIONS LIMITED
XXXXXX FINANCIAL SOLUTIONS LIMITED
AND
XXXXX XXXXXX XXXXX
--------------------------------------------------------------------------------
AGREEMENT
FOR
THE SALE OF THE INTELLECTUAL PROPERTY RIGHTS AND THE AMP CONTRACT
(AS DEFINED HEREIN)
--------------------------------------------------------------------------------
Middleton Xxxxx
0 Xxxxx Xxxxxx
Xxxxxxxx
Xxxxxx XX0X 0XX
Ref: R/3712-1/cjc
Tel: 000 0000 0000
Fax: 000 0000 0000
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THIS AGREEMENT is made the ___ day of October 2001 BETWEEN
1. QSP GROUP PLC (registered in England under company number 2359749) whose
registered office is at Talipot House, 5th Avenue Business Park, Team
Valley, Gateshead, Tyne and Xxxx, XX00 0XX ("Group") acting by one of
its joint administrative receivers, XXXXX XXXXXX XXXXX, of 0 Xxxxxx
Xxxxx Xxxxxx, Xxxxxx X0X 0XX ("the Receiver");
2. QSP SOLUTIONS LIMITED (registered in England under company number
1535112) whose registered office is at 0, Xxxxxxx Xxxxx, 0xx Xxxxxx
Business Park, Team Valley, Gateshead, Tyne and Xxxx, XX00 OXA
("Solutions", and, together with Group, "the Vendors") acting by one of
its joint administrative receivers, XXXXX XXXXXX XXXXX, of 0 Xxxxxx
Xxxxx Xxxxxx, Xxxxxx X0X 0XX ("the Receiver");
3. XXXXXX FINANCIAL SOLUTIONS LIMITED, a company registered in England
under registered number 01848767, whose registered office is at Xxx
Xxxxxxxxx, Xxxxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxxxxxxxxx, XX00 0XX ("the
Purchaser"); and
4. THE RECEIVER.
WHEREAS:
(A) Group was incorporated in England on 10 March 1989 as a public limited
company.
(B) Solutions was incorporated in England on 16 December 1980 as a private
limited company.
(C) Group is the holder of the whole of the issued share capital of
Solutions.
(D) the Receiver was appointed joint Administrative Receiver of the Vendors
on 17 October 2001 pursuant to the terms of the Charges.
(E) the Vendors have agreed to sell and the Purchaser has agreed to purchase
whatever right, title and interest the Vendors may have in the
Intellectual Property Rights.
(F) the Purchaser is entering into this Agreement having made such
inspection, investigation and evaluation of the Intellectual Property
Rights as it thinks fit, on the basis of a purchase by the Purchaser of
the Intellectual Property Rights "as is" and in full knowledge and
acceptance of the terms and conditions of this Agreement and (in
particular but without limitation) of the fact that the price to be paid
for the Intellectual Property Rights has been calculated on the
acknowledged basis that the risk of good title to all or any of the
Intellectual Property Rights not
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passing to the purchaser and the Intellectual Property Rights not being
suitable for the Purchaser's purpose or any other purpose is the
Purchaser's alone and that, since the Purchaser is contracting with a
company in receivership, the terms and conditions of this Agreement are
reasonable.
NOW THIS AGREEMENT WITNESSETH as follows:
1. INTERPRETATION
1.1 In this Agreement (including in the Recitals and in the Schedule) except
where a different interpretation is clear from or necessary in the
context) the following expressions shall have the following meanings:
Accounts Receivable means all book debts, notes receivable
and other rights to payment arising
from the operation of the business
carried on by Solutions prior to the
Completion Date including, for the
avoidance of doubt, all monies due
under the AMP Contract which the Vendor
is to retain in accordance with Clause
7.5 hereof and any rights to payment
arising under any of the ASP Contracts
(including the right to receive payment
for goods despatched or delivered and
services rendered before the Completion
Date but not invoiced before such date)
and includes all forms of indebtedness,
counterclaims, rights of set-off and
other obligations, whether or not
caught by the fixed charges held by the
debenture holder which has appointed
the Receiver;
AMP means AMP (UK) Services Limited, a
company incorporated in England under
company number 3725038 whose registered
office is at The Xxxxx Xxxxxx, Xxxxx
Xxxx, Xxxxxxxxxxxx, XX0 0XX;
AMP Contract means the agreement for
consultancy services, software licence
and software support dated February
2000 between AMP and Solutions, as
subsequently amended;
ASP Contracts means those contracts (as they subsist
at the Completion Date) of the Vendors
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pursuant to which the Vendors host
application services to their
customers;
Asia Pacific Region means Australia, New Zealand, Fiji, the
Asian Xxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxx
Xxxx, Xxxxxx, The Peoples' Republic of
China, Malaysia, Thailand, Singapore,
North and South Korea and Vietnam;
Bank means Hamburgische Landesbank, London
Branch, Moorgate Hall, 155 Xxxxxxxx
Xxxxxx, XX0X 0XX;
Business Day means any day (other than a Saturday)
on which clearing banks in the City of
London are open to customers and
clients for business;
Charges means together the Solutions Charge and
the QSP Charge;
Completion means completion of the sale and
purchase of the Intellectual Property
Rights and the AMP Contract in
accordance with the terms of clause 3;
Completion Date means October 2001;
Current Release means the release of the Programs and
Program Documentation current as at the
Completion Date (and, for the avoidance
of doubt, excluding any New Releases);
Current Version means the version of the Programs and
Program Documentation current as at the
Completion Date (and, for the avoidance
of doubt, excluding any New Version);
Intellectual Property Rights means all of the rights of the Vendors
to the copyrights, patents, trade
marks, designs, know-how and other
similar rights (whether or not
registered) and any application for or
right to apply for the protection or
registration of such rights as at
Completion, wherever in the world such
rights subsist, in the Programs and the
Program
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Documentation;
New Release means any new release of any Program or
Program Documentation that contains
minor changes made available at any
time after the Completion Date;
New Version means any update of any Program or
Program Documentation that contains
error fixes and/or functional changes
made available at any time after the
Completion Date;
Programs means the software programs including
without limitation those specified in
the Schedule hereto in object code,
source code or otherwise;
Program Documentation means the instruction manuals, user
guides and other information (including
the source code to the Programs) in
printed and/or machine readable form in
relation to the Programs including,
without limitation, the documentation
specified in the Schedule hereto;
Purchaser's Solicitors means Xxxxx & XxXxxxxx of 000 Xxx
Xxxxxx Xxxxxx, Xxxxxx XX0X 0XX;
QSP Charge means the Debenture (Fixed and Floating
Charge) dated 31 December 1998 between
Group (1) and the Bank (2);
Solutions Charge means the Debenture (Fixed and Floating
Charge) dated 31 December 1998 between
Solutions (1) and the Bank (2);
Vendors' Solicitors means Middleton Xxxxx of 0 Xxxxx
Xxxxxx, Xxxxxx, XX0X 0XX.
1.2 In this Agreement (including in the Recitals and the Schedules) unless
the context otherwise requires:
1.2.1 all references to statutory provisions or enactments shall
include references to any amendment, modification or re-enactment
of any such provision or enactment (whether before or after the
date of this
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Agreement), to any previous enactment which has been replaced or
amended and to any regulation or order made under such provision
or enactment; and
1.2.2 references to the parties, recitals, clauses and the Schedules
are references respectively to the parties, recitals, clauses and
the Schedules of and to this Agreement.
2. SALE AND PURCHASE OF THE INTELLECTUAL PROPERTY RIGHTS AND THE AMP
CONTRACT
2.1 The Vendors hereby sell and assign to the Purchaser the Intellectual
Property Rights with effect from Completion.
2.2 Solutions hereby agrees to sell to the Purchaser the AMP Contract with
effect from Completion.
2.3 For the avoidance of doubt, nothing in this Agreement shall operate to
transfer from the Vendors to the Purchaser, nor to impose any obligation
or liability on the Purchaser in respect of, any assets of the Vendors
other than the Intellectual Property Rights and the AMP Contract, nor
any of the other liabilities of the Vendors, except as specifically
provided in this Agreement.
3. CONSIDERATION PAYABLE BY THE PURCHASER
3.1 The consideration payable for the sale and assignment of the
Intellectual Property Rights shall be the sum of US$2,000,000 (two
million United States dollars) payable by the Purchaser to Solutions.
3.2 The consideration payable for the sale of the AMP Contract shall be the
sum of Pound Sterling1, (one pound sterling) payable by the Purchaser to
Solutions.
3.3 The purchase consideration shall be paid in full at Completion by
bankers' draft drawn on a clearing bank with an office in the City of
London available for immediate credit through the town clearing system
or by telegraphic transfer in favour of the Vendors' Solicitors and
delivered by the Purchaser to the Vendors' Solicitors.
3.4 All sums payable by the Purchaser are stated exclusive of Value Added
Tax which shall (if applicable) be payable in addition to such sums on
the presentation by the Vendors of the relevant Value Added Tax invoice.
3.5 If any payment falls due on a day which is not a Business Day, payment
shall be made on the next succeeding Business Day.
4. COMPLETION
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4.1 Completion shall take place on the Completion Date.
4.2 At Completion, the Purchaser shall deliver to the Receiver on behalf of
the Vendors a banker's draft complying with the requirements of Clause
3.3 or transmit by telegraphic transfer in accordance with Clause 3.3.
4.3 At Completion, the Vendors shall make available to the Purchaser all
copies in the Vendors' possession in whatever form of the computer
programs which are the subject of the Intellectual Property Rights and
all documentation in the Vendors' possession in relation thereto,
provided that the Vendors shall be entitled to retain at least one copy
of the Programs and the Program Documentation for the purposes specified
in Clause 6 hereof only.
4.4 At Completion, the Vendors shall deliver to the Purchaser releases in
terms reasonably satisfactory to the Purchaser's Solicitors of the
Charges insofar as they apply to the Intellectual Property Rights and
the AMP Contract.
5. EXCLUSION OF WARRANTIES
5.1 All representations, warranties and conditions, express or implied and
whether statutory or otherwise are expressly excluded (including,
without limitation, warranties and covenants for or as to title to the
Intellectual Property Rights, freedom from encumbrances, quiet
possession, further assurance, merchantable quality, fitness for purpose
and description) in relation to the sale of the Intellectual Property
Rights hereunder. It is agreed by the Purchaser that the provisions of
this Agreement are fair and reasonable in the context of a sale by a
company in receivership and particularly having regard to the following
matters, namely:
5.1.1 that the Receiver have specially told the Purchaser that the
Purchaser must rely absolutely on its own opinion and/or that of
its professional advisers concerning the Intellectual Property
Rights and the quality, state and condition of the same, their
fitness and/or suitability for any purpose, the possibility that
some or all of them may have defects not apparent on inspection
and examination (which could render it inappropriate that they
should be described as they are in fact described in this
Agreement) or the reasons that the Purchaser has or should have
for purchasing the Intellectual Property Rights and the use to
which the Purchaser intends or should intend to put them; and
5.1.2 that the Purchaser has, and has informed the Vendors and the
Receiver that it has, skilled professional advice available to it
concerning the Intellectual Property Rights and the matters
referred to in sub-paragraph 5.1.1 above, that it is on the basis
of this advice that the Purchaser has agreed to purchase the
Intellectual Property Rights on an "as is" basis for a
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consideration calculated to take into account (inter alia) the
risk to the Purchaser represented by this Agreement.
5.2 The Purchaser acknowledges, for the avoidance of doubt that, if it shall
be found that the Vendors do not have title or unencumbered title to any
or all of the Intellectual Property Rights this shall not be a ground
for rescinding, avoiding or varying any or all of the provisions hereof
or for the recovery of any or all of the consideration paid by the
Purchaser hereunder.
5.3 The exclusions of liability set out in this Clause 5 shall arise and
continue notwithstanding the termination of the agency of the Receiver
before or after the signing of this Agreement and shall operate as
waivers of any claims in tort as well as under the law of contract and
such exclusions shall be in addition to and not in substitution for and
notwithstanding any right of indemnity or relief otherwise available to
the Vendor and/or the Receivers.
5.4 Nothing in this Agreement shall operate to restrict or affect in any way
any right of the Receiver to an indemnity or to a lien whether under
section 44 or Section 234 of the Insolvency Xxx 0000 or otherwise
howsoever.
5.5 The Receiver are entering into and signing this Agreement as agents for
the Vendor and, save for Clauses 7.3 and 10.8, shall incur no personal
liability whatsoever in respect of any matter referred to in this
Agreement and, without prejudice to the generality of the foregoing, in
respect of any of the obligations undertaken by the Vendor or in respect
of any failure on the part of the Vendor to observe, perform or comply
with any such obligations or in relation to any associated arrangement
or negotiations whether such liability would arise under Section 44 of
the Insolvency Xxx 0000 or otherwise however.
5.6 The Purchaser undertakes to the Receiver that it will not do or permit
to be done anything that does or may cause the Receiver to be in breach
of the Data Protection Xxx 0000 and to indemnify the Receiver and hold
them harmless against any liability they may have for or in respect of
any such breach arising by virtue of any act or omission of the
Purchaser or anyone acting on its behalf.
6. GRANT BACK
6.1 In consideration of the Vendors entering into this Agreement the
Purchaser hereby grants to the Vendors and the Receiver and their
respective successors and assigns an exclusive, perpetual, irrevocable
and assignable licence in relation to the Intellectual Property Rights
in the Current Release and Current Version of the Programs and Program
Documentation for the purpose only of enabling the Vendors and/or the
Receiver or their respective successors and assigns:
6.1.1 to perform and fulfil in all respects all of the Vendors'
obligations under the ASP Contracts (and for the avoidance of
doubt the licence granted
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pursuant to this Clause 6 is limited to the performance of the
Vendors' obligations under the ASP Contracts as they exist as at
the Completion Date);
6.1.2 subject to Clause 7, only to the extent necessary to enable the
Vendors to perform and fulfil in all respects their obligations
under the AMP Contract;
6.1.3 to grant licences for such consideration and on such terms as
they shall think fit in relation to the Current Release and
Current Version of the Programs and Program Documentation or any
part thereof only, for use of the Current Release and Current
Version of the Programs and Program Documentation in the Asia
Pacific Region only, by customers of the Vendors and/or the
Receiver and/or their respective successors and assigns located
in the Asia Pacific Region only.
6.2 For the purposes referred to in Clause 6.1.1, 6.1.2 and 6.1.3 only, but
otherwise without restriction, the Vendors and their successors and
assigns shall be entitled to make unlimited copies of the whole or any
part of the Current Version and Current Release of the Programs and the
Program Documentation and to reverse compile, modify or adapt the whole
or any part of the Current Version and Current Release of the Programs
and the Program Documentation.
6.3 Notwithstanding any other provision of this Agreement, the Purchaser may
bring any claim or proceeding against any person, including without
limitation the Vendors, the Receivers, their successor and assigns,
sub-licensees of the Vendors, Receivers, their successors, assigns and
third parties, relating to the infringement or suspected infringement of
the Purchaser's Intellectual Property Rights.
6.4 Without limiting any other provision of this Agreement, any intellectual
property rights created or brought into existence by the Vendors, their
successors or assigns under and in accordance with this Agreement will
vest in the Vendors, their successors or assigns, as the case may be.
For the avoidance of doubt, nothing herein shall assign or transfer to
the Vendors, Receivers, their successors, assigns or any third party any
Intellectual Property Rights.
7. THE AMP CONTRACT AND ACCOUNTS RECEIVABLE
7.1 In consideration of the sale by Solutions to the Purchaser of the AMP
Contract and subject to the following provisions of this Clause 7, the
Purchaser hereby undertakes to perform the Vendors' obligations that
remain to be performed under the AMP Contract as at the Completion Date
as they fall due.
7.2 The Vendors and the Purchaser shall, as soon as reasonably practicable
following Completion, meet for the purpose of reaching agreement on the
number of employees and/or other contractors of the Vendors ("Staff") to
be transferred to
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the Purchaser in order to enable the Purchaser properly to perform its
obligations under the AMP Contract.
7.3 Until any Staff are transferred to the Purchaser pursuant to Clause 7.2,
the Vendors undertake to use their best endeavours to provide the
services of such Staff as the Purchaser deems reasonably necessary for
the proper performance of the AMP Contract, PROVIDED ALWAYS that the
Purchaser shall pay the Vendor the full employment costs of such Staff.
The Vendors hereby agree not to alter the terms of employment of such
Staff or otherwise terminate their employment without the prior consent
of the Purchaser and the Vendors and the Receiver shall jointly and
severally indemnify the Purchaser from any claims by any employee or
former employee of the Vendors arising under the Transfer of
Undertakings (Protection of Employment) Regulations 1981 and the Vendors
shall jointly and severally indemnify the Purchaser from any claims by
any employee of the Vendors arising from or connected with the
employment or termination thereof.
7.4 The Vendors hereby undertake to use all reasonable endeavours to assign
or novate the AMP Contract to the Purchaser as soon as practicable
following the Completion Date.
7.5 Pending the assignment of the benefit of or the novation of the AMP
Contract to the Purchaser, the Vendors and the Receiver shall hold the
benefit of the AMP Contract on trust for the Purchaser and, irrespective
of whether or not the AMP Contract has been assigned or novated, as the
case may be, to the Purchaser, the Vendors and the Receiver shall
account in full to the Purchaser for all monies received by the Vendors
or the Receiver (less the reasonable cost of their collection) after the
Completion Date in respect of work done or services supplied under the
AMP Contract after the Completion Date, the Vendors and the Receiver
being entitled to retain for their own account any monies received by
them for work done or services supplied under the AMP Contract prior
thereto.
7.6 The Vendors jointly and severally hereby undertake to indemnify the
Purchaser at all times and from time to time against all and any losses,
damages, interest, costs or expenses whatsoever suffered or incurred by
the Purchaser in connection with the performance or non-performance, as
the case may be, by the Vendors or the Receiver of their respective
obligations under the AMP Contract prior to the Completion Date.
7.7 The Purchaser shall act as the agent of the Vendors for the purpose of
collecting (in relation to which it shall use all reasonable endeavours)
and giving effective receipts for the Accounts Receivable. The Purchaser
shall account on a monthly basis, no later than the last day of each
calendar month, to the Receiver on behalf of the Vendors for all monies
so collected (including VAT) provided that, pending such accounting, the
Purchaser shall hold the same on trust for the Vendors.
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7.8 In consideration of the performance by the Purchaser of its obligations
under clause 7.7, the Vendors shall each month pay to the Purchaser a
commission at the rate of 10% of the monies collected by the Purchaser
(including VAT) and for which the Purchaser has accounted to the
Receiver pursuant to clause 7.7 above during the preceding calendar
month, such commission to be paid within 7 days after the end of the
relevant calendar month.
7.9 Payment of any Accounts Receivable both to the Vendors and to the
Purchaser shall (in the absence of manifest error) be attributable to
those Accounts Receivable in respect of which the relevant payer
expressly apportions his payment or, if he makes no such apportionment,
to the Account Receivable first in time incurred by him.
8. RESIDUAL INTELLECTUAL PROPERTY RIGHTS
8.1 Following a written request to the Receiver from the Purchaser at any
time after Completion in respect of any subsidiary or subsidiary
undertaking of Group other than Solutions (a "Group Company"), the
Receiver shall forthwith use their best endeavours to procure the
assignment to the Purchaser for Pound Sterling1 of any of the Residual
Intellectual Property Rights of any Group Company.
8.2 For the purposes of this Clause 8, "Residual Intellectual Property
Rights" means all of the rights of the relevant Group Company to the
copyright, patents, trademarks, designs, know-how and other similar
rights (whether or not registered) and any application or a right to
apply for the protection or registration of such rights as at the date
of the transfer to the Purchaser wherever in the world such rights
subsists, in the Programs and the Program Documentation insofar only as
the foregoing relates to the business carried on by Solutions.
8.3 The provisions of Clause 6 shall apply mutatis mutandis to any Residual
Intellectual Property Rights sold and assigned to the Purchaser pursuant
to this Clause 8.
9. ANNOUNCEMENTS AND CONFIDENTIALITY
Unless otherwise required by law, the parties shall keep this Agreement
confidential and no statement or announcement of any nature relating to the
terms, conditions and subject matter of this Agreement shall be made to the
public, the press or otherwise unless in a form previously agreed between the
parties, save that the Receiver shall be at liberty to disclose the terms of
this Agreement to the Bank and to any liquidator and to show appropriate figures
in their receivership records, accounts and returns.
10. GENERAL PROVISIONS
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10.1 Each party shall subject as otherwise expressly provided in this
Agreement pay its own legal, accountancy and other costs, charges and
expenses incurred in connection with this Agreement.
10.2 This Agreement is personal to the parties and shall not be capable of
assignment.
10.3 Any notices:
10.3.1 must be in writing and may be given:
10.3.1.1 to any company which is a party at its registered office
or at the address shown hereinbefore as the address of
that party;
10.3.1.2 to any individual who is a party at the address of that
individual given at the beginning of this Agreement;
or in either case to such other address as may have been notified
to the other parties;
10.3.2 will be effectively served:
10.3.2.1 on the day of receipt where any hand-delivered letter, any
telex or telefax message is received on a Business Day
before or during normal working hours;
10.3.2.2 on the following Business Day, where any hand-delivered
letter, any telex or telefax message is received either on
a Business Day after normal working hours or on any other
day; or
10.3.2.3 on the second Business Day following the day of posting
from within the United Kingdom of any letter sent by post
office inland first class mail postage prepaid.
10.4 The clause headings used in this Agreement are for ease of reference
only and do not affect he construction of any of its provisions.
10.5 This Agreement is governed by and is to be construed in accordance with
English law.
10.6 The parties accept the exclusive jurisdiction of the appropriate court
of law in England in relation to all matters, claims and disputes
arising out of or in connection with this Agreement.
10.7 In the event that any legal action in respect of this Agreement is
started, the process by which it is started may be served on the
defendant or, if specified in
12
this Agreement, any other person on its behalf at the place at which and
in the manner in which notices may be given to that party.
10.8 Upon and after Completion, the Vendors and the Receiver shall do and
execute and deliver or procure to be done, executed and delivered all
such further acts, deeds, documents, instruments of conveyance,
assignment and transfer and things as may be necessary to give effect to
the terms of this Agreement, to place control of the Intellectual
Property Rights and the Residual Intellectual Property Rights in the
hands of the Purchaser and as the Purchaser may request in order
effectively to convey, transfer, vest and record title to the
Intellectual Property Rights and the Residual Intellectual Property
Rights in the Purchaser and pending the doing of such acts, deeds
documents and things the Vendors shall as from Completion, hold the
legal estate in the Intellectual Property Rights and the Residual
Intellectual Property Rights in trust for the Purchaser to the extent
that they shall not have transferred to the Purchaser.
10.9 The Vendors shall make available for inspection and copying by the
Purchaser such records and accounts to be retained by them hereunder and
which relate to the Intellectual Property Rights, the Residual
Intellectual Property Rights and the AMP Contract as the Purchaser may
reasonably require for so long as these remain in the custody of the
receivers.
10.10 All of the provisions of this Agreement shall remain in full force and
effect notwithstanding completion of the sale and purchase herein
contained (except insofar as they set out obligations which have been
fully performed at Completion).
10.11 If any provision or part of a provision of this Agreement shall be or be
found by any court of competent jurisdiction to be invalid or
unenforceable such invalidity or unenforceability shall not affect the
other provisions or parts of such provisions of this Agreement, all of
which shall remain in full force and effect.
AS WITNESS the hands of the parties the day and year first above written.
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THE SCHEDULE
THE PROGRAMS
QSP WebFinance Suite
General Ledger
Accounts Payable
Accounts Receivable
Purchasing Management
Project Tracking
Fixed Assets
Sales Invoicing
Contract Billing
Commitment Accounting
Inventory Management
Purchase Order Processing
Job Costing
Credit Manager
Bank Reconciliation
Employee Expense Ledger
Service Ledger
Leasing sub-module
Direct Debits
EC Intrastat
Order Portal
Requisition Portal
QSP Web Financials Airline Solution
Inter Airline Settlement
Airline Travel Card
Other Software
Softpaint
Softscreen
MXPE technology
AGEN-T technology
QED -- Query & Exchange of Data
OPUS -- Online printing utility system
ITK -- Interface toolkit
Report Writer
File Writer
14
Visual QED
Web User Interface
Character User Interface
Graphical User Interface
BARCASH -- Barclays Cash Management System
Pearl IBCA -- Industrial business customer accounting
Consolidation module
Financial Collaborator
Information Dynamis
Information Warehouse
Information Extracts
Business Event Manager
Business Graphics
InterCompany Accounting
IntraCompany Accounting
Journal Upload/Download
Budget Upload/Download
CARD Billing
DOCS -- Direct operating cost system
TravelCard
RIMS -- retail invoice matching system
Headstart catalogues
All software release/version migration utilities
All technology/platform change conversion software
Installation software, scripts and verification processes
Software Versions
All the above software for the current version of Universal Olas and WebFinance
Suite version 4.7.2 and all prior releases
All the above software for the current version of OLAS 3.x and all prior
releases.
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SIGNED BY )
)
For and on behalf of )
QSP GROUP PLC )
SIGNED BY )
)
For and on behalf of )
QSP SOLUTIONS LIMITED )
SIGNED BY )
)
For and on behalf of )
XXXXXX FINANCIAL SOLUTIONS LIMITED )
SIGNED BY )
)
As duly authorised attorney for )
XXXXX XXXXXX XXXXX )
)
16
DATED 2001
QSP GROUP PLC (1)
QSP SOLUTIONS LIMITED (2)
XXXXXX FINANCIAL SOLUTIONS LIMITED (3)
AND
XXXXX XXXXXX XXXXX (4)
----------------------------------------
AGREEMENT
FOR
THE SALE OF INTELLECTUAL PROPERTY RIGHTS
AND THE AMP CONTRACT
----------------------------------------
Middleton Xxxxx
0 Xxxxx Xxxxxx
Xxxxxxxx
Xxxxxx XX0X 0XX
Ref: R/3712-1/cjc
Tel: 000 0000 0000
Fax: 000 0000 0000
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