EXHIBIT 10.3
MULTINATIONAL COPYRIGHT EXPLOITATION AGREEMENT
Between
REALITY INTERACTIVE, INC., SUITE 400, 7500 FLYING CLOUD DRIVE, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ ▇▇▇
hereinafter referred to as "the Licensee"
and
THE INTERNATIONAL ORGANIZATION FOR ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇, ▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇
hereinafter referred to as "the Licensor".
PREAMBLE
I The licensor holds the copyright on ISO 8402:1994, ISO 9000-1:1994, ISO
9001:1994, ISO 9002:1994, ISO 9003:1994, and ISO 9004-1:1994 in English and
French.
II The Licensee wishes to store these ISO standards in English and French in
an electronic management software product (hereinafter referred to as "the
product") which it wishes to market worldwide.
DEFINITIONS
For the purposes of this agreement, the following definitions, unless otherwise
stated, will mean the following:
- CUSTOMER: Organization or company having purchased a copy
of the product
- DISTRIBUTE(D): Market and sell
- FACSIMILE FORMAT: Imagine-based text and graphics (raster-scanned
electronic format as opposed to free text
format).
- LICENSOR'S MEMBERS: ISO national member bodies and correspondent
members
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1 GRANTING OF LICENCE
1.1 The licensor grants to the Licencee the non-exclusive right to store and
distribute worldwide, to the exception of the countries listed in the
annex, the ISO standards in facsimile format listed in Preamble I above
(hereinafter referred to as "the Licensed Standards") as part of the
product.
1.2 The Licensor shall provide the Licencee with a copy of the ISO standards
constituting the Licenced Standards.
2 INDICATION OF COPYRIGHT
2.1 The Licencee undertakes to affix to each copy of the Licenced product the
following copyright notice:
THIS MATERIAL IS REPRODUCED FROM ISO STANDARDS UNDER INTERNATIONAL
ORGANIZATION FOR STANDARDIZATION (ISO) COPYRIGHT LICENCE NUMBER
REAL/1CC/1997. NOT FOR RESALE. NO PART OF THESE ISO STANDARDS MAY BE
REPRODUCED IN ANY FORM, ELECTRONIC RETRIEVAL SYSTEM OR OTHERWISE WITHOUT
THE PRIOR WRITTEN CONSENT OF ISO, (CASE ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇,
▇▇▇▇▇▇▇▇▇▇▇, FAX ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇) OR OF THE ISO NATIONAL MEMBER BODIES.
2.2 The above notice in paragraph 2.1 should automatically appear on-screen and
be printed on hard copies of the Licensed Standards.
3 LICENSOR'S COPIES
The Licensor and, upon request, the Licensor's members will receive for their
own use one copy of the product free of charge.
4 LICENSOR'S MEMBERS' RIGHTS
Under the terms of this Licence Agreement, the Licensor's member in the country
of distribution is entitled to become an official distributor of the product
under the same conditions as those granted to the distributors appointed by the
Licensee.
5 ROYALTIES
5.1 In Return for granting the licence, the Licensor will receive yearly
royalties in respect of the total sales quantity of the product, the first
year starting on 1 January, according to the following rules:
- An access fee for storing the text of Licensed Standard in the
Licensee's computer system amounting to CHF 890.
- A base royalty fee of CHF 445 for each product distributed in each
language version. This royalty fee shall be reviewed in the event of
a change in the price charged by ISO or in the event of a change in
the edition number of the current standards. The change shall take
place on the first (1) of January for ISO price changes, and three (3)
months after updates or revisions are provided under paragraph 6.2 to
this Licence Agreement.
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- The following cumulative volume discount royalty fees as shown in
Table 1 shall be applied at the end of each quarter on the basis of
the recorded number of products distributed.
TABLE 1 - VOLUME DISCOUNTS FOR PRODUCTS DISTRIBUTED
NUMBER OF PRODUCTS DISTRIBUTED BASE ROYALTY FEE BY UNIT
up to 50 Base royalty fee
51 to 100 Base minus 10%
101 to 200 Base minus 20%
201 to 300 Base minus 25%
301 and over Base minus 30%
In the case of networking (LAN only) the customer discounts, as shown in Table
2, shall be applied on the base royalty fee, established in Table 1, for the
second and any additional networked users for its site:
TABLE 2 - CUSTOMER DISCOUNTS FOR NETWORKED USERS
NUMBER OF NETWORKED USERS AMOUNT
1 1,75 x base royalty fee
2 to 5 2,50 x base royalty fee
6 to 10 4,50 x base royalty fee
11 to 15 6,00 x base royalty fee
16 to 20 7,50 x base royalty fee
21 to 35 9,00 x base royalty fee
36 to 50 12,5 x base royalty fee
50 and over 75% rebate on base royalty fee
x number of networked users
5.2 Any hard copies made shall be for the internal use of the customer only and
shall be limited to one copy per networked user or per product distributed
as defined in paragraph 5.1 Table 1 above. These copies may not be sold,
traded or given to third parties. Copies in addition to those allowed
shall be purchased from the ISO Central Secretariat or from the Licensor's
members. The Licensee shall ensure that this paragraph is included in its
agreements with its customers.
5.3 Payments are due quarterly, with the quarters ending 31 March, 30 June, 30
September and 31 December. This payment shall be made to the Licensor
within thirty (30) days of the end of each quarter. It shall be based on
the total sales quantity reached during this period without deduction of
the discounts shown in Tables 1 and 2 above. Discounts shown in these
tables shall be calculated at the end of each fiscal year ending 31
December on the yearly sales quantity reached. The payment for the last
quarter shall deduct these discounts. Amounts paid in excess shall be
credited to the next quarter payment. Each payment shall be accompanied
with a statement, signed by an officer of the company, of the Licensee's
account of the products distributed per country.
5.4 The Licensee shall provide at its own expense an audit report for each
fiscal year prepared by an independent auditor who is bound by professional
secrecy.
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6 PROPERTY RIGHTS, INTEGRITY AND LIABILITY
6.1 All of the Licensor's standards and all copyrights, ownership and rights
therein and thereto shall remain the sole and exclusive property of the
Licensor.
6.2 The Licensor shall promptly provide the Licensee with new editions of the
Licensed Standards, as soon as they are reissued. The Licensee undertakes
to update the product within three (3) months from receipt of the new
editions of the Licenced Standards.
6.3 The Licensee shall be responsible for ensuring that the Licensed Standards
have been correctly and accurately reproduced in each product. The
Licensor shall in no event be held responsible for the quality of the
product and on no account be liable for any damages that may result from
utilization of the Licensed Standards contained in the product.
6.4 The Licensee shall apply its best efforts to ensure that customers of the
Licensed Standards are made aware that ISO standards are included for
reference only and that official ISO standards are those available from
Licensor's office and from the Licensor's members. This undertaking shall
be deemed discharged by the Licensee upon providing a written communication
to its customers, in accordance with clause 2.1 of this agreement.
7 TRANSFER TO THIRD PARTIES
Without prior written permission on the part of the Licensor, the Licensee is
not authorized to transfer the licence or rights and obligations deriving from
the present agreement to third parties. In the event of the Licensee's
obtaining permission from the Licensor for contracting out the manufacture or
distribution of the product to any subcontractor of the Licensee's choice, the
Licensee will guarantee that any such manufacturer, subcontractor or distributor
will abide by the terms of this agreement. The Licensee will be liable to the
Licensor for any infringement on the part of the manufacturer, subcontractor or
distributor appointed by the Licensee. The Licensee will immediately inform the
Licensor in writing of any violation.
8 DURATION, TERMINATION, APPLICABLE LAW AND VENUE
8.1 This Licence Agreement is valid for an initial period of two (2) years as
from the date of signature. Thereafter, it shall be automatically renewed
for successive periods of one (1) year unless terminated by either party
serving not less than six (6) months written notice, prior to its
anniversary date.
8.2 Except as provided in paragraph 8.1, this Licence Agreement may be
terminated by the parties only as follows:
(i) By written mutual agreement of the Licensor and the Licensee;
(ii) If the Licensee is declared a bankrupt, or makes an assignment for
the benefit of its creditors, or takes advantage of any insolvency
law in its jurisdiction, or if a receiver or trustee be appointed for
its property, or if it liquidates its business or if it ceases its
usual operations for any reason, this Licence Agreement shall
immediately come to an end on the happening of the event;
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(iii) By either party, in the event of a material breach of this Licence
Agreement by the other party (other than a payment default), if such
breach is not cured within thirty (30) days after written notice
thereof.
8.3 This Licence Agreement shall be governed exclusively by the laws of
Switzerland and construed accordingly. The courts of the Republic and
Canton of Geneva shall have exclusive jurisdiction over any dispute arising
out of or in connection with this Licence Agreement subject to the appeal
to the Federal Tribunal in Lausanne.
9 STOCK CLEARANCE AFTER TERMINATION
The Licensee is entitled, upon termination of the licence agreement, to sell off
any remaining stocks of the product during a period of six (6) months as from
the date of termination. All sales made during that period shall remain subject
to payment of the royalties specified in paragraph 5 above. At the end of that
period, the Licensee shall destroy any remaining stock of the product and
confirm in writing that the destruction has been accomplished.
/S/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ February 11, 1997
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For the International Organization for Date
Standardization the Licensor
/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ February 17, 1997
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For Reality Interactive, Inc. Date
the Licensee
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ANNEX TO THE MULTINATIONAL COPYRIGHT EXPLOITATION AGREEMENT -
REAL/1CC/1997 - BETWEEN ISO AND REALITY INTERACTIVE, INC.
LIST OF COUNTRIES WHERE THE SALE IS PROHIBITED
United Kingdom
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