SOFTWARE LICENCE AGREEMENT
AUGMENT SYSTEMS INCORPORATED
POLYBUS SYSTEMS CORPORATION
As of January 22, 1999
Page 2 of 3
1 Augment and Polybus mutually agree to terminate the agreement of Augment 1,
1996, except that Sections 6, 9, 10 and 11 shall survive,
2. Augment will grant to Polybus a perpetual, irrevocable, royalty free
license to use, modify and sub-license for the Augment NT Client in source
code and binary form, said NT Client being the same as most recently
provided to Augment licensee Avid Technology Inc., subject to conditions
set forth below.
3. Polybus acknowledges that Augment has entered into a license of the NT
Client with Avid Technology Inc. (the "Augment/Avid License"), as copy of
which is herewith provided. Polybus agrees that it will not knowingly
interfere with Augment's contractual rights in the Augment/Avid License.
Polybus further agrees that for a Period of 18 months from the date of this
agreement it will not license, sell or transfer the NT client for a purpose
that competes with Augment's license of the NT Client to Avid Technology
Inc., provided, however, that in the event that the Augment/Avid License
has been terminated by either Party, or otherwise ceases to be in effect,
then in that event, the restriction set forth herein shall expire,
4, The Parties acknowledge that the Polybus Agreement restricts Augment's use
of Polybus owned software code, but does not restrict the use of the
Polybus protocol.
5. The NT Client and its source code, in its present form, shall be owned by
Augment. Each Party shall own any derivative work developed by that Party.
6. Polybus Will grant to Augment a perpetual, irrevocable, royalty free
license to use, copy and modify the Polybus Macintosh Client in source code
or binary form for internal use and development by Augment, The Macintosh
Client, as delivered to Augment in accordance with the August 1, 1996
agreement, shall be owned by Polybus. Each Party shall own any derivative
work developed by that Party.
7. Polybus grants to Augment a perpetual, worldwide, irrevocable, nonexclusive
right and licence to manufacture, grant sublicenses to Augment OEM's and
VAR customers ("Augment customers") and distribute Polybus Macintosh
Client in binary code form and only in conjunction with Augment hardware
products purchased from Augment, in accordance with the following schedule:
COPY SUB-LICENCED MARGINAL BINARY CODE ROYALTY
----------------- ----------------------------
Copy #1 through #4,999 US $ 100.00 per copy
Copy #5,000 through #9,999 US $60.00 per copy
Copy #10,000 through #12,499 US $30.00 per copy
Copy # 12,500 or greater US $0.00 per copy
Page 3 of 3
8. Polybus grants to Augment a perpetual, irrevocable, nonexclusive right and
license to manufacture distribute and sub-license to AUGMENT's customers
and partners source code copies of the Polybus Macintosh Client for
AUGMENT's customers' internal use only, and only in conjunction with
Augment hardware products purchased from Augment.
9. Except as otherwise set forth in this Agreement, neither Party may, without
the prior written consent of the other Party, assign or transfer this
Agreement or any obligation incurred hereunder, except by merger,
reorganization, consolidation, or sale of all or substantially all of such
Party's assets. Any permitted assignee shall assume all obligations of its
assignor under this Agreement. No assignment shall relieve either Party of
responsibility for the performance of any accrued obligation, which such
Party then has hereunder.
10. The Parties acknowledge that a breach of any of the terms, provisions and
conditions of this Agreement will cause such damage as will be irreparable
and the exact amount of which will be impossible to ascertain. For that
reason the Parties agree that the non-breaching party shall be entitled, as
a matter of right, to an injunction from any court of competent
jurisdiction, restraining any threatened or further violation of this
Agreement, Such right to an injunction, however, shall be cumulative, and
in addition to whatever other remedies the non-breaching party may have to
protect its rights,
11. Polybus agrees that for a period of 6 months after the date of this
agreement it will not license, sell or transfer the NT Client to any third
party,
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duty authorized representatives as of the day and year first above
written.
AUGMENT SYSTEMS INCORPORATED
By:______________________________________
Xxxxx X. Xxxx, Chief Financial Officer
POLYBUS SYSTEMS CORPORATION
By:______________________________________
Herb.Xxxxxx, President
