Contract
This
Agreement is made between FUSA CAPITAL CORPORATION, a Nevada corporation (herein
called "FUSA"); and Minvera Technologies Pvt. Ltd., an Indian corporation
(herein called "XXXXXXX"), effective the 23rd day of
August,
2007 (the "Effective Date"). The parties include any affiliate of a
party; an "affiliate" is defined as the parent company of a party and any
company that is controlled directly or indirectly by that party or its parent
company through more than fifty percent (50%) ownership, provided such affiliate
agrees to be bound by this agreement.
WHEREAS,
XXXXXXX, a developer and a supplier of semantic search engine technology and
related software, intends to license certain technology to FUSA according to
these terms and conditions, specifically consisting of the Argon Search Engine
Software and the MyWorld Service powered by its Artificial Intelligence Text
Mining (AITM) engine; and
WHEREAS,
FUSA, a developer of search engine technology and operator of the consumer
Search websites xxxxxxxxxxxxxx.xxx and others, intends to license certain
technology from XXXXXXX according to these terms and conditions:
NOW
THEREFORE, in consideration of the
premises and of the mutual covenants and agreements contained
hereinafter, XXXXXXX and FUSA agree as follows:
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I.
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LICENSES
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A.
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Licensed
Technology
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The
license from XXXXXXX to FUSA covers: the technology that XXXXXXX has related
to
the Argon Search Engine Software (“ASES”) Technology and MyWorld Service powered
by its Artificial Intelligence Text Mining (AITM) engine. ASES
includes technology related to the development of a discrete collection of
modules for use in the aggregation, categorization, storage, indexing, searching
and display of structured and unstructured network-based data. ASES
contains an aggregation module which include a web based scheduler, content
manager and lexicon builder. The proprietary ASES storage modules
provide low overhead, high performance data storage and retrieval
interfaces. The command line and web based search interfaces allow
developers to extend functionality and alter the user interface appearance,
brand and function. ASES, written as an object oriented framework in
PHP 5, is highly extendable, flexible and easily deployed in a LAMP (Linux,
Apache, MySQL, PHP) based platform. AITM is a semantic search
technology that relies on key proprietary algorithims to make search results
more meaningful to users. Specifically, with respect to both
technologies:
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·
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any
source and object code related to ASES that XXXXXXX has developed
or
licensed, which FUSA specifically acknowledges has been provided
under
that certain source code trial and user
agreement;
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2007
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·
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any
technology XXXXXXX has developed for MyWorld Service powered by its
Artificial Intelligence Text Mining (AITM) engine specifically containing
the two MyWorld subalgorthitms consisting of the Sub-Tags Identification
algorithm: An artificial intelligence algorithm that identifies on
a
webpage the location of sub-tags that comprise an event and the
Event Bounding algorithm: An artificial intelligence algorithm that
demarcates individual events on a
webpage;
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·
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all
development tools applicable to the "Licensed Technology" that XXXXXXX
can
provide to FUSA without violating copyright or license
agreements.
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·
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any
source and object code related to AITM that XXXXXXX has developed
or
licensed, which FUSA specifically acknowledges has been provided
to FUSA
concurrently with this Agreement, including the enhancements to
functionality thereto currently being developed by XXXXXXX which
shall be
provided by XXXXXXX to FUSA no later than December 31, 2008 which
enhancements shall be known as AITM
2.0
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All
of
the technology described above is herein collectively called "Licensed
Technology”. Excluded from the Licensed Technology is:
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·
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any
application of the Licensed Technology outside of the Search Engine
Field.
The Search Engine Field shall be defined as any application which
is an
information retrieval system designed to help find information stored
in
the World Wide Web. The Search Engine Field does not include
searches conducted inside a corporate or proprietary network, or
in a
personal computer. The search engine allows one to ask for content
meeting
specific criteria (typically those containing a given word or phrase)
and
retrieves a list of items that match those criteria operating
algorithmically or through a mixture of algorithmic and human
input.
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·
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any
geographic information system data or other data which has been used
for
demonstration or testing of the AITM technology and which may be
embedded
in any trial versions, including without limitation, any tradenames
or
trademarks which may be embedded in sample
data.
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Also
excluded from the Licensed Technology is:
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·
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any
extension of, improvement of, alteration of or other change to the
Licensed Technology which expands the Licensed Technology beyond
the
Search Engine Field.
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2007
The
Licensed Technology is as it exists on the Effective Date in written and
electronic documents, including schematics, data base tapes, software, source
and object code for delivery to FUSA, and, except for the foregoing, does not
include delivery of any physical products; provided, however, future
modifications and enhancements to the Licensed Technology pursuant to this
Agreement shall become part of the "Licensed Technology." Including but not
limited to AITM 2.0.
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X.
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Xxxxx:
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XXXXXXX
will immediately deliver to FUSA the Licensed Technology and hereby grants
to
FUSA a exclusive (except as set forth in Section 4 hereof), non-assignable
(except as allowed under Section 14 hereof) world-wide license to use the
Licensed Technology and to make, have made, use, market and sell products
containing or embodying such Licensed Technology, and enhancements as described
below, including rights under any XXXXXXX patents or copyrights relevant thereto
(including after-acquired rights).
FUSA
is
free to use and market the Licensed Technology as follows:
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·
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For
any use or purpose within the Search Engine Field, including the
right to
sublicense the Licensed Technology to other companies within the
Search
Engine Field, provided that such sub-licensees have licenses which
reproduce the restrictions contained in this Agreement on use of
the
Licensed Technology.
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·
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To
improve or enhance the Licensed Technology for any purpose or use
within
the Search Engine Field.
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·
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("OEMs"),
including selling licenses to the Licensed Technology for incorporation
into other manufacturer’s products provided that the use of the Licensed
Technology is within the Search Engine Field and is subject to the
conditions of this Agreement.
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·
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Within
a product that itself extends beyond the Search Engine Field, provided
however that the use of the Licensed Technology itself is limited
to the
Search Engine Field and the Licensed Technology must not directly
facilitate any activities or purposes outside of the Search Engine
Field.
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·
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FUSA
is free to use the Licensed Technology and related source code for
incorporation into its own products within the Search Engine
Field.
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2007
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C.
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Consideration:
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In
consideration therefore, FUSA will pay XXXXXXX within five days of execution
of
this Agreement a one-time Technology Licensing Fee equal to 23,000,000 common
shares of FUSA Capital Corporation. These shares will be issued to
XXXXXXX shareholders as per the written direction delivered by XXXXXXX to
FUSA.
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D.
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Royalty:
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Other
than the Technology Licensing Fee noted in Section C above, there shall be
no
royalties due for the Licensed Technology used in the Search Engine
Field. XXXXXXX may xxxxx, at its sole discretion, additional rights
to use the Licensed Technology outside of the Search Engine Field for
installation on individual personal computers or on proprietary or corporate
networks that aggregate such users. In the case of such a license,
(the “Additional License”) a Royalty shall accrue and shall be due and payable
by FUSA to XXXXXXX for each personal computer or user of a corporate or
proprietary network (“System”) as listed below:
CUMULATIVE
NUMBER OF SYSTEMS SOLD BY
FUSA
UNDER THIS AGREEMENT
ROYALTY
PER SYSTEM OWED XXXXXXX
ON THOSE SYSTEMS
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1
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20,000
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$10
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20,001
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40,000
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$9.50
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40,001
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60,000
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$9.00
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60,001
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80,000
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$8.50
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80,001
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100,000
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$8.00
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100,001
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120,000
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$7.50
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120,001
-
140,000
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$7.00
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140,001
-
160,000
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$6.50
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160,001
-
180,000
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$6.00
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180,001
-
200,000
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$5.50
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200,001
-
220,000
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$5.00
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>220,000
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$4.00
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2007
Such
royalty will be paid within 45 days of the end of each FUSA fiscal
quarter. Royalties shall not be due, and if already paid shall be
credited to FUSA, for Systems sold by FUSA but returned by the
purchaser. XXXXXXX is entitled to audit the records of FUSA through
MINERVA's auditor, provided that (a) such audit shall occur no more than once
per year, and (b) such auditor (i) shall be acceptable to FUSA and (ii) shall
have executed an appropriate nondisclosure agreement. If such an
audit discloses a deficiency in the royalty paid of greater than five percent
(5%), then FUSA will pay the reasonable cost of such audit plus interest on
the
deficiency from the time due until paid of twelve percent (12%) simple interest
per annum. FUSA may, at its sole discretion, terminate this Royalty
Provision and receive rights to the Licensed Technology for any field of use
once Xxxxxxx has granted permission for such use, including perpetual,
royalty-free rights as detailed for the Licensed Technology in this Agreement
but expanding the Search Engine Field, for an additional payment of 5,000,000
shares of FUSA common stock, adjusted for any stock splits, stock dividends
or
recapitalizations from the date of this agreement forward. This right
shall be known as the Extended License Right. FUSA shall only have
the ability to exercise this Extended License Right for 2 years from the date
of
this Agreement.
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X.
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Xxxxx
back from FUSA
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FUSA
will
provide XXXXXXX the FUSA technical and other confidential and proprietary
information that FUSA determines is necessary or useful for XXXXXXX to improve
the Licensed Technology (hereinafter "FUSA Information") and FUSA hereby grants
to XXXXXXX a paid up, royalty-free, nonexclusive, non-assignable world-wide
license to use the FUSA Information to make, have made, use or sell products
incorporating the FUSA Information; provided, however, (i) such products shall
be exclusively outside of the Search Engine Field (ii) XXXXXXX shall use the
FUSA information only for its own products, and shall not sublicense or
otherwise disclose the FUSA information to third parties for use in their
products or for any other reason except as MINVERA is required to under its
own
license agreements applicable to the Licensed Technology; and (iii) such
improvements shall be included in the Licensed Technology and thereby licensed
to FUSA for incorporation into FUSA's products.
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F.
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Source
Code:
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All
source code licensed hereunder, whether from XXXXXXX to FUSA or from FUSA to
XXXXXXX, shall, in addition to the terms and conditions of this Agreement,
be
subject to the terms of the Source Code License in the form of Exhibit A
attached hereto.
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2007
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II.
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LICENSING
OF ENHANCEMENTS
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Each
party agrees to license to the other party any enhancements it makes to the
Licensed Technology. (Such enhancements created by XXXXXXX shall then
become Licensed Technology.) Such enhancements shall be delivered
promptly upon their development, until FUSA discontinues the licensing of such
enhancements by both parties by providing notice to XXXXXXX (but enhancements
delivered by either party up to the date of such notice shall continue to be
licensed); provided, however, that FUSA does not need to deliver to XXXXXXX
enhancements which apply exclusively to the Search Engine Field.
Such
deliveries by XXXXXXX and FUSA, along with related development tools (to the
extent delivery can be done without paying a fee to third parties or violating
other agreements) will be in the same form and completeness as similar prior
deliveries by XXXXXXX of Licensed Technology, and with engineering support
as
provided below. Nothing herein entitles FUSA to receive enhancements
developed by other licensees of XXXXXXX, and nothing herein entitles XXXXXXX
to
sublicense, distribute or otherwise disclose FUSA's enhancements to other
licensees of XXXXXXX
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III.
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ENGINEERING
SUPPORT
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XXXXXXX
will provide engineering support to FUSA, for all Licensed Technology, including
all such technology initially delivered to FUSA and all
enhancements. Such engineering support shall be sufficient to enable
FUSA quickly to implement the Licensed Technology and enhancements for
demonstration purposes and to enable FUSA to achieve its objectives of volume
shipments as soon as possible. FUSA shall provide comparable
engineering support to XXXXXXX for the FUSA Enhancements. If the
receiving party asks the delivering party at any time for engineers or others
to
travel to the receiving party's location to support the technology delivery,
and
the other party agrees to do so, receiving party will pay the reasonable costs
associated therewith, including the traveling party's labor costs for such
personnel as well as travel (coach class on the airplane), meals and
lodging.
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IV.
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EXCLUSIVITY
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XXXXXXX
agrees that for a period of two years beginning on the Effective Date hereof
it
will not grant to any third party any licenses to use the Licensed Technology,
or any portion thereof, or to make, have made, use, market or sell products
with
such Licensed Technology, or any portion thereof, provided XXXXXXX may still
beta test, develop and deploy the Licensed Technology for uses solely restricted
to outside the Search Engine Field and in the country of India
only. None of the delivery of source or object code to customers
shall include FUSA Information other than as allowed in section
1(c).
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2007
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V.
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AITM 2.0
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XXXXXXX
is not providing a warranty for the AITM 2.0 deliverable. FUSA has
been provided with the AITM 2.0 development plan and the references of the
third
party provider completing development of AITM 2.0, but such final delivery
is
the responsibility of the third party. In the event of a substantial
failure by the third party, FUSA’s sole remedy shall be the development at its
own expense and with its own resources of AITM 2.0, but such development would
not count as an enhancement and FUSA would not be required to deliver AITM
2.0
under such circumstances to XXXXXXX, nor would FUSA have to deliver subsequent
enhancements to AITM 2.0.
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VI.
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WARRANTIES
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A. XXXXXXX
warrants that (i) all portions of the Licensed Technology owned by
third party licensors of XXXXXXX, if any, are provided to FUSA hereunder
pursuant to appropriate authority of those third parties, and (ii) XXXXXXX
owns
all rights in and to all other portions of the Licensed Technology, free of
any
liens, claims, encumbrances or other restrictions that would impair FUSA's
rights under this Agreement. The foregoing warranties exclude any
warranty that the Licensed Technology does not infringe the intellectual
property rights of any third party. However, XXXXXXX warrants that to
the best of its knowledge the Licensed Technology does not infringe the
intellectual property rights of any third party.
B. MINERVA
provides no warranty regarding the Licensed Technology except as otherwise
provided in this Agreement and FUSA hereby agrees it has conducted satisfactory
due diligence on the Licensed Technology . XXXXXXX shall provide no
remedy of any kind for any defects in the Licensed Technology except as
otherwise indicated in this Agreement.
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2007
C. MINERVA
represents and warrants that as
of the effective date of this agreement it has received no notice that the
Licensed Technology infringes any patent, copyright, trade secret or other
intellectual property right (collectively "Intellectual Property Rights") of
any
third party.
D. EXCEPT
AS SET FORTH IN SECTIONS VI(A), (B) AND (C) ABOVE, NEITHER PARTY MAKES ANY
WARRANTIES, EXPRESS OR IMPLIED, AS TO THE QUALITY, PATENTS OR COPYRIGHTS OF
ANYTHING DELIVERED HEREUNDER AND ENHANCEMENTS, EXCEPT AS SPECIFIED IN THIS
AGREEMENT. EACH PARTY MAKES NO INDEMNITY IN THE EVENT THAT THE OTHER
PARTY IS SUED FOR ANYTHING RELATED TO THE LICENSED TECHNOLOGY OR ENHANCEMENTS
HEREUNDER EXCEPT AS SPECIFIED IN THIS AGREEMENT, BUT EACH PARTY WILL COOPERATE
IN THE EVENT OF SUCH LITIGATION TO ASSIST THE OTHER PARTY TO DEFEND SUCH
LITIGATION. THE PARTIES SPECIFICALLY DISCLAIM LIABILITY FOR
CONSEQUENTIAL DAMAGES.
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VII.
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CONFIDENTIAL
INFORMATION
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The
parties will keep confidential any information provided to it by the other
party
that is proprietary to the other party and marked confidential; provided such
information shall not be considered proprietary once it is in the public domain
by no fault of the other party. Such confidentiality will be
maintained by the other party with the same care that such party would use
for
its own confidential information, but in any event with reasonable
care.
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VIII.
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RECRUITING
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Until
such time as the parties cease to share enhancements, each party agrees not
to
directly solicit the employment, either temporary, full time or consultancy,
of
any person after the effective date who was employed by the other party within
one year of the date of such potential hiring.
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IX.
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COMPLETE
AGREEMENT
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This
is a
complete agreement binding upon the parties, their heirs, successors and
assigns. It may only be modified in writing signed by officers of
both parties.
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2007
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X.
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GOVERNING
LAW
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This
Agreement shall be governed by the laws of the State of Nevada, excluding its
choice-of-law provisions.
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XI.
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PUBLIC
STATEMENTS
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The
parties agree immediately to publish a joint press release stating that Licensee
has licensed MINERVA's techonology, and XXXXXXX endorses FUSA's related
technologies. Further, either party is free to file with the SEC any
document required to be filed there on advice of counsel (redacted in a form
advised by counsel). Other public statements and press releases
related to this licensing agreement are subject to approval in advance by both
parties; neither party shall use the name of the other party without advance
approval.
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XII.
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INDEPENDENT
CONTRACTORS
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The
parties are independent contractors, and nothing herein shall be deemed to
create any agency, joint venture or partnership relationship between
them. Neither party shall have the right to bind the other to any
obligation, nor have the right to incur any liability on behalf of the
other.
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XIII.
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FORCE
MAJEURE
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Neither
party shall be liable to the other for delay or failure to perform if and to
the
extent such delay or failure to perform is due to causes beyond the reasonable
control of the party affected.
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XIV.
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ASSIGNMENT
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Minvera
may not assign its rights or obligations without FUSA’s written permission under
this Agreement, although it may assign its rights to receive FUSA shares to
its
shareholders or other assignees without FUSA permission, but with advance
written notice. FUSA may freely assign its rights under this
Agreement provided that such an assignment obligates the assignee to all of
the
terms and conditions of this Agreement.
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XV.
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NON-WAIVER
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No
course
of dealing or failure of either party to enforce strictly any term, right,
obligation or provision of this Agreement shall be construed as a waiver of
such
provision.
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7 2007
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XVI.
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SEVERABILITY
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If
any
provision of this Agreement shall be held invalid or unenforceable, such
provision shall be deemed deleted from the Agreement and replaced by a valid
and
enforceable provision that achieves, as much as possible, the same purpose,
and
the remaining provisions of the Agreement shall continue in full force and
effect.
IN
WITNESS WHEREOF, the parties have executed this Agreement.
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FUSA
CAPITAL CORPORATION
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XXXXXXX
TECHNOLOGIES PVT. LTD.
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By:
/s/ Xxxxxxx Xxxxxxxxxxx
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By:
/s/ Xxxxx Xxxxx
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Name: Xxxxxxx
Xxxxxxxxxxx
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Name: Xxxxx
Xxxxx
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Title:
Presdient and CEO
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Title:
Managing Director
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Date:
August 23, 2007
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Date:
August 23, 2007
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7 2007
EXHIBIT
A
SOURCE
CODE LICENSE
This
Source Code License ("License") is
effective this 23rd day of August, 2007, by and between Xxxxxxx Technologies
Pvt. Ltd. ("Licensor") and FUSA Capital Corporation
("Licensee"). This License is an addendum to the Technology License
Agreement between the parties dated August 23, 2007 ("Agreement"), and all
Source Code licensed hereunder is subject to all terms and conditions of that
Agreement as well as those terms and conditions set forth below. In
the event of any conflict or inconsistency between the Agreement and this
License, this License shall take precedence.
1. License
Grant. Licensor grants to Licensee, and Licensee accepts, a license
to use internally and copy the Source Code described in Exhibit I attached
hereto solely for the purpose of developing the products described in the
Agreement.
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2.
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Restrictions.
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2.1 Licensee
may make a reasonable number of copies of the Source Code solely for its own
internal use under the terms of this License, provided that all legal notices
set forth on the Source Code are reproduced on such copies.
2.2 Licensee
shall limit access to the Source Code to those of its employees who have a
need
to know for the purpose of enabling Licensee to perform under this License
and
the Agreement. Licensee shall ensure that all of its employees given
access to the Source Code shall be bound by Licensee's standard confidentiality
agreement, copies of which may be requested by Licensor upon demand, and which
shall contain nondisclosure and usage restrictions consistent with those set
forth herein.
2.3 Except
in furtherance of the license granted above, Licensee shall not (i) modify,
alter or prepare derivative works based on the Source Code or (ii) engage in
or
cause the reverse engineering, disassembly or decompilation or similar
manipulation of the Source Code. Further, Licensee acknowledges that
it shall not lend, sell, assign, sublicense, lease, hypothecate, disclose,
disseminate or otherwise transfer the Source Code to any third party in any
media or permit any third party to use, execute, reverse engineer, disassemble,
decompile or engage in any similar manipulation of the Source Code or any part
thereof.
2.4 Notwithstanding
the earlier termination of this License, the obligations of this section shall
remain in effect until such time as the Source Code becomes publicly known,
through no act or failure to act on Licensee's part.
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7 2007
3. Ownership
of Source Code. Source Code and all copies, in whole or in part, and
all additional materials provided therewith, as described in Exhibit I, are
and
shall remain the property of Licensor. This Agreement grants no
rights other than those set forth herein.
4. Export
Control. Both parties recognize that an export license must be
obtained before the Source Code can be exported and will make all reasonable
efforts to obtain such license. Licensee will not transfer any
technical information that it receives from Licensor or products made using
such
information to any country prohibited from obtaining such data by the U.S.
Department of Commerce Export Administration Regulations without first obtaining
a validated export license, and Licensee will otherwise comply with all export
control laws and regulations of the United States.
5. General. This
Agreement shall be governed by the laws of the State of Nevada. This
License and the Agreement collectively comprise the complete and exclusive
agreement between the parties relating to this subject matter and no amendments
shall be effective unless in a writing signed by both parties.
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LICENSOR:
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LICENSEE:
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By:
/s/ Xxxxxxx Xxxxxxxxxxx
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By:
/s/ Xxxxx Xxxxx
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Name:
Xxxxxxx Xxxxxxxxxxx
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Name:
Xxxxx Xxxxx
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Title:
President and CEO
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Title:
Managing Director
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Date:
August 23, 2007
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Date:
August 23, 2007
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13 | 7 / 7 2007
