Exhibit 10.1
TERMINATION AND CUSTOMER SUPPORT AGREEMENT
This Agreement (the "Agreement"), effective as of August 1, 2002 (the "Effective
Date"), by and between NEON Systems, Inc., a Delaware corporation ("NEON") with
offices at 00000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxx Xxxx, Xxxxx 00000, and
Peregrine/Bridge Transfer Corporation, a Delaware corporation ("PBTC"), with
offices at 00000 Xxxx Xxxxx Xx. Xxxxx 000, Xxx Xxxxx, XX 00000, collectively,
the "Parties."
RECITALS
Whereas, on or about January 1, 1996, PBTC and NEON entered into that certain
Distributor Agreement, which was amended effective as of January 1, 1999 by the
First Amendment to Distributor Agreement, collectively, hereafter the
"Distributor Agreement," which Distributor Agreement provided that NEON would
distribute certain software products created and licensed from PBTC as
identified in Schedule 1 (the "PBTC Products");
Whereas, pursuant to the terms of the Distributor Agreement, NEON has paid to
PBTC Royalty Advances (as defined below) against actual royalties for licenses
of PBTC software, resulting in an unearned advance payments balance of
$3,884,028 dollars as of July 31, 2002;
Whereas, pursuant to the terms of the Distributor Agreement, NEON is obligated
to pay an additional $7.00 million in Royalty Advances through March 31, 2004;
Whereas, on December 18, 1998, NEON and PBTC entered into a Services Agreement
(the "Services Agreement") whereby NEON has provided certain accounting, legal,
marketing and administrative services to PBTC;
Whereas, on January 25, 2000, NEON and PBTC entered into a Remarketing Agreement
(the "Remarketing Agreement") whereby PBTC was granted a license to use certain
NEON software products to create OEM Products for distribution by NEON under the
Distributor Agreement, resulting in the creation and marketing of the software
product branded "NEON 24x7" (the "OEM Product");.
Whereas, the Distributor Agreement, the Services Agreement and the Remarketing
Agreement are collectively referred to herein as the "PBTC Agreements."
Whereas, the Parties now wish to (i) terminate, replace and supercede the PBTC
Agreements; and (ii) provide for the continued technical support of NEON's
customers who have purchased the PBTC Products and the OEM Product and have
contracted with NEON for the support of such software. Additionally, the Parties
wish to specify the terms of such termination and the other covenants, promises
and commitments set forth herein.
AGREEMENT
1. DEFINITIONS. The terms "Customer," "Licensed Product" and "Royalty Advance"
shall have the meanings ascribed to them in the Distributor Agreement. The term
"OEM Product" shall have the meaning ascribed to above.
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2. CONSIDERATION. In consideration of the payments, transfers, assignments,
promissory notes, and mutual promises contained in this Agreement, and for other
good and valuable consideration, the Parties agree to the terms and conditions
herein.
3. TERMINATION OF PBTC AGREEMENTS. The Parties mutually agree to terminate the
PBTC Agreements effective as of the Effective Date on the following terms and
conditions. Notwithstanding the foregoing, this Agreement may expressly provide
that certain terms of the Distributor Agreement shall be continued and
terminated effective as of another date. As provided in Section 5.4(d) of the
Services Agreement, Section 5.4 of the Services Agreement shall survive
termination. Notwithstanding the provisions of Section 9.3 of the OEM Agreement,
Sections 5 and 11 of the OEM Agreement shall not survive termination.
3.1 NEON Consideration to PBTC. NEON hereby agrees to provide the
following consideration to PBTC at the closing of the transaction on
August 14, 2002 or such other mutually agreeable date set by the
parties in writing (the "Closing"):
(a) NEON will pay PBTC a cash advance of $2,200,000, which aggregate
amount represents a $829,538 loan and the cash value of the
unamortized deferred maintenance, deferred net license revenue
and accounts receivable related to the distribution of the PBTC
Products to be retained by NEON as identified on Schedule 2(a).
(b) NEON will assign to PBTC pursuant to an assignment agreement in
the form attached hereto as Exhibit 1 (the "Assignment
Agreement") all of its rights and obligations under all license
and maintenance agreements related to the PBTC Products and the
OEM Product, including the right to receive certain license and
maintenance revenues, as identified on Schedule 2(b) attached
hereto, and maintenance renewal revenue to be invoiced subsequent
to the Closing.
(c) NEON will grant to PBTC a license to use the "NEON" trademark in
connection with the marketing of the PBTC Products and the OEM
Product under the terms of a trademark license agreement, a form
of which is attached hereto as Exhibit 2 (the "Trademark
License"), which Trademark License includes an option/right of
first refusal to acquire the NEON trademark at no additional cost
in the event that NEON discontinues to market products under the
NEON name or if NEON changes its name.
(d) As of the Effective Date, NEON and PBTC will enter into an
administrative services agreement, a form of which is attached
hereto as Exhibit 3 (the "New Services Agreement") to provide
that NEON will provide PBTC with the following administrative
services for a period of twelve months beginning August 1, 2002:
office space for its Houston-based employees (up to a maximum of
the square feet of office space that NEON's IMS Division occupies
at Closing), accounting, payroll, benefit administration,
invoicing, accounts receivable collection, contract review,
insurance administration and IT support. The New Services
Agreement will further provide that at the end of such
twelve-month period, PBTC may elect for NEON to continue
providing such administrative services for a fee of $10,000 per
month for an additional 12 month period. At the end of such
period, NEON shall have no further obligation to provide such
services.
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(e) NEON will grant to PBTC the right to sublicense and distribute
the OEM Product pursuant to the terms and conditions of the
License and Distribution Agreement attached hereto as Exhibit 4
(the "New OEM Agreement").
3.2 PBTC Consideration to NEON PBTC hereby agrees to provide the following
consideration to NEON at the Closing:
(a) PBTC shall secure the outstanding unearned Royalty Advance
balance at July 31, 2002 of $3,884,029 (the "Advance Royalty
Balance") as follows:
(1) PBTC will execute a convertible promissory note, a form
of which is attached hereto as Exhibit 5 (the
"Convertible Note"), with NEON as Payee, in the amount
of $3,000,000 at no interest to its due date of March
31, 2005, which note is convertible at NEON's option
into equity of PBTC at a $30,000,000 pre-cash valuation
anytime prior to March 31, 2005. Such Convertible Note
will be senior to all other non-NEON debt of PBTC
(including existing convertible debt) and secured by
the intellectual property of PBTC pursuant to a
security agreement, a form of which is attached hereto
as Exhibit 6 (the "Security Agreement").
(2) PBTC shall execute a promissory note, a form of which
is attached hereto as Exhibit 7 (the "Consolidated
Note"), with NEON as Payee, in the amount of $3,584,028
at no interest to its due date of March 31, 2005,
representing the following principal amounts: (i) the
$884,029 remaining balance of the outstanding Advance
Royalty Balance; (ii) $2,200,000 in consideration of
the cash advance by NEON described in Section 3.1(a)
above; and (iii) $500,000 in consideration of the
assignments, grants and agreements set forth in Section
3.1(b) - (d) above. Such Consolidated Note will also be
senior to all other non-NEON debt of PBTC (except as
provided in 3.2(b) below) and secured by the
intellectual property of PBTC pursuant to the Security
Agreement.
(b) Except as otherwise provided in Section 3.2(c) below, the
Consolidated Note and the Convertible Note issued pursuant to the
terms of this Section 3.2 will be senior to all other non-NEON
indebtedness of PBTC. As a condition to Closing, Skunkware, Inc.
("Skunkware"), PBTC's sole shareholder, will agree to subordinate
its loans to PBTC to the Convertible Note and the Consolidated
Note pursuant to the terms of a subordination agreement between
PBTC and Skunkware, a form of which is attached hereto as Exhibit
8 (the "Subordination Agreement"). The terms of the Subordination
Agreement further provide that in the period from the Closing to
March 31, 2005, PBTC will not, without the written consent of
NEON, enter into any agreement that would (i) create a debt
senior to any of the Convertible Note and the Consolidated Note
or (ii) encumber the intellectual property of PBTC.
(c) NEON acknowledges and agrees that Skunkware, Inc. has entered
into a mainframe lease agreement with IBM, in the form attached
hereto as Exhibit 9 (the "Mainframe Lease"), for the use of PBTC.
NEON acknowledges and agrees that so long as such Mainframe Lease
is use in the ordinary course of PBTC's business, that prior to
the due date of the Convertible Note and the Consolidated Note,
such Mainframe Lease will not be subject to subordination under
the terms of Section 3.2(b). NEON acknowledges and agrees that
any lease payments made by PBTC to Skunkware pursuant to the
Mainframe Lease will not constitute a breach
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or default under the Convertible Note, the Consolidated Note, the
Security Agrteement or the Subordination Agreement or under this
Agreement.
3.3. Personnel Issues. PBTC and NEON hereby agree as follows:
(a) As a condition to the Closing and effective as of August 1, 2002,
Xxxxx Xxxx will resign as an employee of NEON, including his
positions as Senior Vice President and General Counsel.
(b) In consideration of the parties' performance under this
Agreement, PBTC acknowledges and agrees that it will offer to
hire those individuals identified in Schedule 3 (the "PBTC
Employees"), to be compensated according to the compensation
schedule included therein effective as of August 1, 2002. NEON
will facilitate the transfer of the employees chosen by PBTC upon
their acceptance of an offer of employment from PBTC. NEON will
use its reasonable efforts to have the Compensation Committee of
NEON's Board of Directors approve an extension of the exercise
period of the vested NEON stock options held by the PBTC
Employees until March 31, 2005. PBTC shall indemnify NEON for any
damages incurred by NEON, including reasonable attorneys fees and
costs, for any employment law claims or claims for severance
brought against NEON by any of the PBTC Employees.
(c) Without limitation, PBTC acknowledges and agrees that all
intellectual property or other tangible or intangible work
product made by such PBTC Employees for NEON during the course
and scope of their employment with NEON ("Hired Employee IP")
shall remain the sole and exclusive property of NEON, and that no
right or license in or to such Hired Employee IP shall be
conveyed to PBTC under this Agreement.
3.4 Timetable. The Parties agree to the following timetable for the
cessation of their obligations under the Distributor Agreement.
3.4.1 Marketing Efforts. Unless otherwise provided in this
Agreement, the parties acknowledge and agree that NEON's right to
market and sell the PBTC Products as set forth in the Distributor
Agreement shall end as of the Effective Date; provided, however,
that NEON shall mutually agree with PBTC on a marketing
transition plan and provide marketing assistance through
September 30, 2002 (the "Service Transfer Date"). Pursuant to
such transition plan, (i) NEON shall cease to list the PBTC
Products on its corporate price list no later than September 30,
2002, and (ii)NEON and PBTC shall honor and accept all domestic
and international orders for the PBTC Products placed with NEON
from August 1, 2002 to September 30, 2002 according to the terms
of this Agreement. The Parties hereby acknowledge and agree that,
except as otherwise agreed by the parties in writing, PBTC shall
be responsible for the fulfillment of all orders for PBTC
Products received on or after the Closing.
3.4.2 Customer Inquiries. NEON agrees that it shall refer all new
Customer inquiries for the PBTC Products and renewals of existing
licenses, maintenance contracts or service agreements originating
on or after August 1, 2002 to PBTC. In addition, NEON agrees that
it will share with PBTC and that PBTC shall have the exclusive
right to pursue any Customer leads with respect to the PBTC
Products that NEON's sales force had begun, but not completed,
prior to the Closing.
3.4.3 Forecasts, Sales Information and Reports. As of the
Effective Date, NEON shall have no further obligation to provide
sales forecasts pursuant to Section 7.6 and 7.7 of the
Distributor Agreement. Instead of within the time periods
otherwise required by Section 14.3 of the
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Distributor Agreement, on or before August 31, 2002, NEON shall
provide a final inventory reconciliation, as required by Section
14.3(a) and (c) of the Distributor Agreement, final sales
information, as required by Section 14.3(f) of the Distributor
Agreement, and a final sales pipeline report, as required by
Section 14.3(h) of the Distributor Agreement.
3.4.4 Customer Support. The provisions of Section 2.4 of the
Distributor Agreement shall continue to apply up to and including
the Service Transfer Date (as defined in Section 3.4.1 of this
Agreement), subject to the provisions of Section 3.3. On or after
the Service Transfer Date, the provisions of Section 4 of this
Agreement will govern the support of Customers.
3.4.5 Return of Materials. NEON agrees that it will return all
copies of the Licensed Products and any materials associated
therewith in its possession to PBTC on or before September 30,
2002.
3.5 Escrow. The Parties acknowledge that, (i) PBTC shall establish its own
escrow account pursuant to the terms of an escrow agreement with a
reputable escrow agent on or before October 1, 2002; (ii) NEON shall
be obligated to maintain and escrow of the PBTC Products under its
current escrow agreement only through such date.
3.6 Survival. The following provisions of the Distributor Agreement shall
survive termination: Article 9 - Indemnification; Sections 10.2 to
10.4 of Article 10 - Confidentiality; Article 11 - Audits; Section 7.5
- Books and Records; and Section 14.5 - Survival. Notwithstanding the
provisions of Section 14.5 of the Distributor Agreement, NEON and PBTC
hereby agree that Section 10.1 of the Distributor Agreement will not
survive termination of the Distributor Agreement and that all
obligations of NEON to pay any amounts to PBTC under the Distributor
Agreement are hereby superceded by the provisions of this Agreement
and will not survive termination of the Distributor Agreement.
4. MAINTENANCE AND SUPPORT. Between the Effective Date hereof and the Closing,
NEON will refer any Customer who wishes to purchase a PBTC Product to PBTC,
including Customers requesting support and maintenance of previously licensed
copies of the PBTC Products and/or the OEM Product.
4.1 Assignment of Support Contracts and Indemnification. In
connection with their purchase of the PBTC Products, Customers
have contracted with NEON for maintenance and support of the PBTC
Products and/or the OEM Product (such Customers to be referred to
hereinafter as "Service Customers"). NEON's obligations to these
Service Customers are set forth in certain software license
agreements, copies of which PBTC hereby acknowledges it has
received and which are listed on Schedule 4 (collectively, the
"Support Contracts"). The Parties agree that, as of the Service
Transfer Date, and only as to those Service Customers whose
Support Contracts do not require consent to assignment and to
those Service Customers who have executed consents to assignment
("Consents to Assignments") as provided in Section 4.2 below,
NEON shall be deemed to have assigned all of its right, title and
interest in and to the Support Contracts and PBTC shall assume
all of NEON's liabilities and obligations thereunder pursuant to
the terms of the Assignment Agreement. PBTC further agrees to
indemnify and hold NEON harmless for any claim by a Service
Customer under any of the Support Contracts arising on or after
the Service Transfer Date.
4.2 Consents to Assignment and Service Transfer Date. In
accordance with the terms of certain of the Support Contracts,
NEON may not assign its interest in certain of the Support
Contracts without the prior written consent of the Service
Customer. Accordingly, NEON shall contact
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each Service Customer to obtain a Consent to Assignment. No later
than the Service Transfer Date, NEON shall provide to PBTC, in
writing, a list of all Service Customers who have executed a
Consent to Assignment.
4.3 Support to Service Customers Not Consenting to Assignment.
PBTC shall have no obligation to provide support to any Service
Customer who has not executed a Consent to Assignment if such
Service Customer's Service Contract requires such consent.
5. CONFIDENTIALITY. Each party ("Recipient") receiving Confidential
Information under this Agreement from the other party ("Discloser") shall
protect the disclosed Confidential Information by using the same degree of
care, but no less than a reasonable degree of care, to prevent the
unauthorized use, dissemination, or publication of the Confidential
Information as Recipient uses to protect its own confidential information
of a like nature. Recipient shall only allow employees with a need to know
to have access to Confidential Information. The terms of this Agreement
shall be considered Confidential Information for purposes of this
Agreement. Confidential Information disclosed under the Distributor
Agreement will continue to be governed by the terms of that Agreement.
5.1 "Confidential Information" includes only information that is
either (a) marked as confidential at the time of disclosure; or
(b) unmarked (e.g. orally disclosed) but treated as confidential
at the time of disclosure, and is designated as confidential in a
written memorandum sent to Recipient's primary representative
within 30 days of disclosure, summarizing the Confidential
Information sufficiently for identification.
5.2 Use. The Recipient may use Confidential Information received
under this Agreement only for the purposes of this Agreement and
fulfilling the surviving obligations under the Distributor
Agreement.
5.3 Exclusions. This Agreement imposes no obligation upon
Recipient with respect to information that: (a) was in
Recipient's possession before receipt from Discloser; (b) is or
becomes a matter of public knowledge through no fault of
Recipient; (c) is rightfully received by Recipient from a third
party, (d) is disclosed by Discloser to a third party without a
duty of confidentially on the part of the third party; (e) is
independently developed by Recipient; (f) is disclosed pursuant
to operation of law; or (g) is disclosed by Recipient with
Discloser's prior written approval.
5.4 Term. The Recipient's obligation of confidentiality shall
extend for two years following the Effective Date of this
Agreement.
6. RELEASE OF CLAIMS. The Parties intend this Agreement to be a full, final
and complete release of any and all claims that either of them may now or in the
future have against the other arising out of any claims related to the
Distributor Agreement. Each party fully and finally releases, discharges, and
settles all claims or causes of action, known or unknown, arising out of or
relating to such claims described in the preceding sentence. The Parties intend
to waive, release, and promise never to assert any such claims even if they do
not presently believe that they have such a claim. The Parties therefore waive
their rights under Section 1542 of the California Civil Code, which reads as
follows:
A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his
settlement with the debtor.
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Notwithstanding the foregoing, this release shall not apply to any warranty or
indemnification claims arising under Article 12 and Article 9 of the Distributor
Agreement, respectively.
7. INDEMNIFICATION.
7.1 PBTC Indemnification of NEON. PBTC shall defend NEON against, and
indemnify and hold NEON harmless from, any third party claim, suit, or
other action ("Claim") and pay any judgments or damages awarded in any
judicial proceeding on the Claim, pay any settlement amounts agreed
upon by PBTC, and pay any associated costs and the reasonable fees of
attorneys, arising out of, or relating to any Claim (a) that any PBTC
Product, or its use, copying, distribution, modification, or
disclosure, infringes any third party intellectual property rights,
including any infringement of any third party patent, trademark, trade
secret, copyright, mask work, or other intellectual property or
proprietary rights, or (b) that any third party has incurred,
suffered, or otherwise been damaged by any PBTC Product, or its use,
modification, copying, distribution, or disclosure, or (c) based on
PBTC's actions or omissions. In the event of any such Claim, NEON
agrees to promptly notify PBTC of the Claim and give PBTC sole control
and reasonably requested non-monetary assistance in the defense of the
Claim. PBTC shall not make any settlement or compromise with respect
to a Claim covered by this Section 7.1 without the prior written
consent of NEON (which consent shall not be unreasonably withheld or
delayed) unless the sole relief provided is monetary damages that are
paid in full by PBTC. PBTC'S OBLIGATIONS UNDER THIS SECTION SHALL
EXTEND TO CLAIMS WHERE NEON IS PARTIALLY OR CONCURRENTLY NEGLIGENT. If
a court of competent jurisdiction enters a final judgment that NEON is
partially negligent with respect to any such Claim, PBTC's obligations
under this Section shall be reduced on a proportionate basis based on
the relative share of NEON's negligence so adjudicated.
7.2 NEON Indemnification of PBTC. NEON shall defend PBTC against, and
indemnify and hold PBTC harmless from, any third party claim, suit, or
other action and pay any judgments or damages awarded in any judicial
proceeding on the Claim, pay any settlement amounts agreed upon by
NEON, and pay any associated costs and the reasonable fees of
attorneys, arising out of, or relating to any Claim (a) that any
portion of NEON software code which is incorporated into the OEM
Product (the "NEON Code"), or its use, copying, distribution,
modification, or disclosure, infringes any third party intellectual
property rights, including any infringement of any third party patent,
trademark, trade secret, copyright, mask work, or other intellectual
property or proprietary rights, or (b) that any third party has
incurred, suffered, or otherwise been damaged by the NEON Code, or its
use, modification, copying, distribution, or disclosure, or (c) based
on NEON's actions or omissions prior to the Closing. In the event of
any such Claim, PBTC agrees to promptly notify NEON of the Claim and
give NEON sole control and reasonably requested non-monetary
assistance in the defense of the Claim. NEON shall not make any
settlement or compromise with respect to a Claim covered by this
Section 7.2 without the prior written consent of PBTC (which consent
shall not be unreasonably withheld or delayed) unless the sole relief
provided is monetary damages that are paid in full by NEON. NEON'S
OBLIGATIONS UNDER THIS SECTION SHALL EXTEND TO CLAIMS WHERE PBTC IS
PARTIALLY OR CONCURRENTLY NEGLIGENT. If a court of competent
jurisdiction enters a final judgment that PBTC is partially negligent
with respect to any such Claim, NEON's
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obligations under this Section shall be reduced on a proportionate
basis based on the relative share of PBTC's negligence so adjudicated.
8. GENERAL TERMS.
8.1 Right of Assignment. This Agreement and any rights and licenses
granted herein are personal to each party and are binding upon and
inure to the benefit of the Parties hereto and their respective
successors and assigns. Neither party may assign any of its rights,
privileges or obligations hereunder without the prior written consent
of the other party, which consent shall not be unreasonably withheld.
8.2 Notices. All notices required or permitted to be given under this
Agreement shall be in writing. Notices shall be deemed validly given
upon the earlier of (a) confirmed receipt by the recipient or (b) five
business days after dispatch by registered airmail, postage prepaid,
in any post office in the United States addressed to the other party
at the address specified herein. Notices shall be delivered to the
following persons:
NEON: PBTC:
Xxxxx X. Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx
Chief Financial Officer Chief Financial Officer
00000 Xxxxxxxxx Xxxxxxx, Xxxxx 000 12680 High Bluff Dr. Xxxxx 000
Xxxxx Xxxx, Xxxxx 00000 Xxx Xxxxx, XX 00000
Phone: 000-000-0000 Phone: 000-000-0000
Fax: 000-000-0000 Fax: 000-000-0000
8.3 Entire Agreement. Except as otherwise provided herein, this
Agreement sets forth the entire agreement and understanding between
the Parties as to the termination of the PBTC Agreements and the
provision of support to Customers, and it incorporates all prior
agreements on that subject matter by reference. No conditions,
definitions, warranties, understanding or other representations with
respect to such subject matter other than as expressly provided herein
shall bind either of the Parties.
8.4 Modifications. This Agreement may only be modified by a written
instrument signed by the Parties.
8.5 No Agency Representation or Joint Venture. NEON and PBTC are
strictly independent contractors and shall so represent themselves to
third parties. Neither party has the right to bind the other in any
manner whatsoever and nothing in this Agreement shall be interpreted
to make either party the agent or legal representative of the other
party or to make the parties joint venturers.
8.6 Force Majeure. Neither party will be liable in damages or have the
right to cancel or terminate this Agreement, in whole or in part, for
any delay or default in performance thereunder if such delay or
default is caused by conditions beyond the control of the delaying or
defaulting party (including, but not limited to, acts of God,
government restrictions, continuing domestic or international events
such as wars or insurrection, strikes, fires, floods, work stoppages
and embargoes). Each party will give the other prompt written notice
of any condition likely to cause
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any such delay or default and shall use all reasonable efforts to
minimize the period and impact of the delay or default.
8.7 Subsidiaries. Except as otherwise specifically provided in this
Agreement, the Parties agree that this Agreement will apply to a
party's subsidiaries so long as such subsidiaries agree to comply
fully with the obligations imposed on the party by the Agreement. Each
party will remain fully responsible for actions and omissions of its
subsidiaries relative to rights granted under this Agreement.
8.8 Waiver. The waiver of any term, condition, or provision of this
Agreement or any of the Agreements attached hereto as Exhibits by
either party must be in writing. No such waiver will be construed as a
waiver of any other term, condition, or provision except as provided
in writing, nor as a waiver of any subsequent breach of the same term,
condition, or provision.
8.9 Survival of Terms. Notwithstanding anything to the contrary
herein, the following provisions of this Agreement shall survive
termination: the indemnity provision of Section 4.1 AND section 7,
Section 5--Confidentiality, and Section 6--Release of Claims.
8.10 Severability. If any provision of this Agreement is held invalid
or unenforceable by a body of competent jurisdiction, such provision
will be construed, limited or, if necessary, severed to the extent
necessary to eliminate such invalidity or unenforceability. The
Parties agree to negotiate in good faith a valid, enforceable
substitute provision that most nearly effects the Parties' original
intent in entering into this Agreement or to provide an equitable
adjustment in the event no such provision can be added. The other
provisions of this Agreement will remain in full force and effect.
8.11 Governing Law. This Agreement will be governed in all respects by
the laws of the State of Texas without reference to any choice of laws
provisions.
IN WITNESS WHEREOF, each party has executed this Agreement by
signature of its authorized representative.
NEON Systems, Inc. Peregrine/Bridge Transfer Corporation
By ______________________________ By __________________________________
Name_____________________________ Name_________________________________
Title____________________________ Title________________________________
Date ___________________________ Date _______________________________
________________________________________________________________________________
________________________________________________________________________________
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