EXHIBIT 10.1
Agreement
between
Q-Seven Systems GmbH
Xxxxxxxxx 00
00000 Xxxxxxx
Xxxxxxx
Herein referred to as "LICENSOR"
and
Q-Seven Systems, Inc.
0000 Xxxx Xxxxxx Xxxxxx
Xxx Xxxxx
Xxxxxx
XXX
Herein referred to as "LICENSEE"
General Provisions
The LICENSOR has developed and owns a modularized software suite that can be
used to distribute products and services and collect payments through the
internet. Further the suite maintains User accounts and handles credit card
transfers. This program hereinafter will be referred to as the "SOFTWARE",
whether as source code or compiled program.
The LICENSEE has extensive experience and the necessary labor force to market
the software.
Establishing the terms and conditions of their mutual partnership the parties
agree as follows:
(1)
The LICENSOR grants to the LICENSEE the exclusive and unlimited right to sell
licenses of the SOFTWARE worldwide for perpetuity. Exclusive shall be defined to
mean that the LICENSOR cannot sell, license or other wise transfer to any third
party said SOFTWARE in its present form or any future form or application it may
have, unless it does so through LICENSEE. A license of the SOFTWARE is the right
to use one copy of the SOFTWARE for a particular purpose including the
installation of one copy of the SOFTWARE on a machine to be specified by the
buyer of the License and the necessary training for the staff of the buyer to
operate the SOFTWARE.
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The LICENSOR will provide installation of the SOFTWARE and training for the
staff of the buyer. Prices and conditions under which such service is provided
will be subject to a separate agreement between LICENSOR and buyer.
The LICENSEE cannot transfer any right to sell licenses of the SOFTWARE to any
third party unless said third party is a wholly owned subsidiary of LICENSEE.
The LICENSEE is free to choose price and conditions under which he sells
licenses of the SOFTWARE.
The ownership of the SOFTWARE remains at all times with the LICENSOR.
(2)
The parties agree that the LICENSOR receives from the LICENSEE a royalty fee of
90% of the revenue generated by the sale of licenses of the software. The
payment of such royalty fees is due immediately after each payment received by
the LICENSEE.
The Licensee has to disclose all information about any client or prospective
sale to Licensor immediately after receipt of such information.
All agreements made by LICENSEE with buyers of licenses of the SOFTWARE
involving any manpower or equipment of the LICENSOR need the formal approval of
LICENSOR.
(3)
LICENSOR warrants to the buyers of licenses of the SOFTWARE that the SOFTWARE
shall conform in all material respects to the Documentation then provided with
the SOFTWARE.
LICENSOR'S sole obligation under this warranty shall be limited to using its
reasonable efforts to correct any defects and supply the buyer with a corrected
version of the SOFTWARE (or an Update including an appropriate error
correction), as soon as practicable after the buyer has notified LICENSOR of
such defects. All other warranties and liabilities comply with the regulation of
the German law.
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(4)
All costs directly related to the sale of licenses of the SOFTWARE have to be
paid by LICENSEE. Licensor will bear all other expenses especially hereunder
marketing and software development costs not directly related to a particular
sale of a license of the SOFTWARE.
(5)
LICENSOR will use reasonable efforts to develop the SOFTWARE according to the
Product Development Plan attached to this Agreement. From time to time, the
parties will adjust this Product Development Plan to the then current market
demands, the Licensor's capacities and financial situation and other
determinants influencing the development of the SOFTWARE.
Further, the LICENSOR will use reasonable efforts to market the software. The
amount of money spent, the target groups, target markets and marketing
instruments are in LICENSOR'S sole discretion.
LICENSOR will provide technical support for the operation of the SOFTWARE to
buyers of licenses of the SOFTWARE. Prices and conditions under which such
service is provided will be subject to a separate agreement between LICENSOR and
buyer.
(7)
This Agreement and the Support Agreement reflects the entire understanding of
the parties with respect to the subject matter of this agreement No
supplementary agreements exist. All additions and modifications of this
agreement have to be in written form and require the approval of both parties.
Any invalid portion of this agreement will not affect the validity of the entire
agreement. The patties will replace the invalid portion with a provision meeting
their original understanding.
This Agreement will be governed by the laws of the State of Nevada.
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In witness thereof, the parties have caused this Agreement to be executed by
their duly authorized representatives.
For LICENSOR For LICENSEE
/s/ Ph. Kriependorf /s/ Ph. Kriependorf
------------------------------ ------------------------------
Philipp Kriependorf Philipp Kriependorf
Managing Director President and Director
/s/ Ph. Xxxx
------------------------------
Xxxxxx Xxxx
Director
/s/ Xxxx Xxxxx
------------------------------
Xxxx Xxxxx
Secretary and Director
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