Weyland Tech Inc. and Augicom S.A. SOFTWARE LICENSE AGREEMENT February _____, 2016
EXHIBIT 10.1
Xxxxxxx Tech Inc. and Augicom S.A.
February _____, 2016
Xxxxxxx Tech Inc., a Delaware corporation, ( “ Xxxxxxx Tech ” ) and Augicom S.A., a corporation organized and existing under the laws of the Swiss Confederation ( “ Augicom” ) have agreed to establish this SOFTWARE LICENSE AGREEMENT in order to provide Augicom with exclusive rights to deploy, utilize, and market Xxxxxxx Tech's CreateApp platform (hereinafter "the Technology").
Xxxxxxx Tech owns and/or has rights to certain computer software programs, known collectively as the CreateApp Platform ( “ the Technology ” ) that are useful in creating, managing and coordinating mobile commerce ("m-commerce") channels and transactions.
1. SCOPE OF LICENSE
1.1 LICENSE GRANT. License to Xxxxxxx Tech ’ s Technology: Xxxxxxx Tech grants Augicom a one (1) year Sole and Exclusive License, with a two (2) year option to deploy, utilize, market and sell the Technology. Augicom will remain the only source that can sell the Technology in the TERRITORY during this exclusive license.
1.2 TERRITORY. The Territory of the license shall be the European countries, except Russia, Turkey, Armenia and Azerbaijan.
1.3 ASSIGNMENT. Augicom will not have the right to assign the License to any other party.
2. APPOINTMENT AS SOLE AND EXCLUSIVE LICENSEE.
2.1 APPOINTMENT. Xxxxxxx Tech hereby appoints Augicom effective during the License Term, as Xxxxxxx Tech's distributor of the Technology for use in the TERRITORY. The appointment shall be for a Sole and Exclusive License.
2.2 LICENSE FEES AND REQUIREMENTS. In return for the Sole and Exclusive License granted above, Augicom agrees to provide the following to Xxxxxxx Tech:
(a) Augicom will pay Xxxxxxx Tech a US$20 monthly fee per user of the Technology that is deployed by Augicom in the TERRITORY.
(b) Augicom has the discretion to resell and/or mass distribute the Technology at prices Augicom deems to be acceptable by the market in the TERRITORY)
3. MARKETING AND SUPPORT OBLIGATIONS
3.1 Augicom MARKETING AND SALES EFFORTS. Augicom shall use best efforts to promote and market the Technology in order to maximize the licensing and distribution of the Technology. Such marketing efforts shall include, without limitation: establishment of a marketing and sales team dedicated exclusively to promoting and distributing the Technology; advertising the Technology in a commercially appropriate and reasonable manner; and promoting the Technology at seminars, trade shows and conferences. Augicom agrees further that its marketing and advertising efforts with respect to the Technology will be of the highest quality, and shall preserve the professional image and reputation of Xxxxxxx Tech and the Technology.
4. PREPARATION OF LOCALIZED VERSIONS
4.1 WEBSITE PREPARATION AND MAINTENANCE. Augicom shall be responsible for the creation, localization, updating and maintenance of websites used to market and sell the Technology including but not limited to: xxxxxxxxxxxxxxx.xxx, xxxxxxxxxxxxxxx.xx, xxxxxxxxxxxxxxx.xx , xxxxxxxxxxxxxxx.xx and xxxxxxxxxxxxxxx.xx.
4.2 PREPARATION OF LOCALIZED VERSIONS. Augicom shall be responsible for preparing Localized Versions of the Technology and of any new version thereof in accordance with a schedule to be agreed upon for each such new version.
4.3 RESPONSIBILITY FOR QUALITY ASSURANCE. Augicom shall have exclusive responsibility for the development, packaging and quality assurance of Localized Versions.
5. INSTALLATION, TRAINING, TECHNICAL SUPPORT AND MAINTENANCE
5.1 INSTALLATION AND TRAINING. Augicom shall be responsible for conducting all activities required to install the Technology at Retailers and Suppliers and for providing training to the Retailers and Suppliers. Augicom shall also conduct the training related activities for such Retailers and Suppliers, at such Retailers and Suppliers' request, and charge a reasonable fee to such Retailers and
Suppliers for such training. All such installation and training shall be conducted with the highest level of professionalism and quality.
5.2 TECHNICAL SUPPORT AND MAINTENANCE. Augicom shall be responsible for providing Technical Support with respect to technical questions, support problems, and Error evaluation and correction to all Retailers and Suppliers of the Technology who have entered into the Software Maintenance Agreement with Augicom.
5.3 SOFTWARE MAINTENANCE AND SUPPORT SERVICES. Software Maintenance and Support Services shall be provided under Augicom's Software Maintenance and Support Services policies in effect on the date the Software Maintenance and Support Services is ordered. Augicom is hereby authorized to distribute any and all Error corrections and Updates to all of its Retailers and Suppliers customers and sub-licensees.
6. WARRANTIES
6.1 Augicom WARRANTY. Augicom warrants that it maintains the facilities, resources and experienced personnel necessary to market and distribute Technology and to perform the necessary installation, training and maintenance services related to such Technology and otherwise to fulfill its obligations under this Agreement and that it is not precluded by any existing arrangement, contractual or otherwise, from entering into this Agreement.
6.2 XXXXXXX TECH FINANCIAL INDEMNITY. Augicom will indemnify Xxxxxxx Tech for, and hold Xxxxxxx Tech harmless from, any loss, expense, damages, claims, demands, or liability arising from any claim, suit, action or demand resulting from: (a) the negligence, error, omission or willful misconduct of Augicom or its representatives or sub-licensees; (b) the breach of any terms of this Agreement; or (c) Augicom's non- compliance with applicable laws and regulations.
6.3 XXXXXXX TECH WARRANTY. Xxxxxxx Tech warrants and covenants that it has and will during the License Term take all actions reasonably necessary and appropriate to maintain the right to grant Augicom to use, reproduce, or sublicense the Technology under this Agreement.
7. COVENANTS AND RESTRICTIONS REGARDING THE TECHNOLOGY
7.1 PROHIBITION ON DECOMPILING. Augicom acknowledges that the Technology contains the valuable information of Xxxxxxx Tech and Augicom agrees not to cause or permit the modification, reverse engineering, translation, disassembly, or decompilation of, or otherwise to attempt to derive the source code of the Technology, whether in whole or in part.
7.2 PROPRIETARY NOTICES. In order to protect Xxxxxxx Tech's copyright and other ownership interests in the Technology, Augicom agrees that as a condition of its rights hereunder, each copy of the Technology and related documentation reproduced by or on behalf of Augicom shall contain the same proprietary notices on the media, within the code and on the Documentation which appear on the media or within the code of the Technology or on the Documentation delivered by Xxxxxxx Tech to Augicom.
8. OWNERSHIP AND PROPRIETARY RIGHTS.
8.1 OWNERSHIP. Xxxxxxx Tech shall retain all title, copyright and other proprietary rights in and to the Technology. Augicom does not acquire any rights, express or implied, in the Technology, other than those specified in this Agreement. In the event that Augicom makes suggestions to Xxxxxxx Tech regarding new features, functionality or performance that Augicom adopts for the Technology, such new features, functionality or performance shall become the sole and exclusive property of Augicom.
8.2 AUGICOM'S RIGHTS IN FUTURE DEVELOPMENT WORKS. Xxxxxxx Tech agrees and hereby assigns all right, title and interest in any derivative works including enhancements, new software modules or product options (collectively such future versions of the Technology and any derivative works including enhancements, new software modules or product options shall be referred to as "Future Development Work(s)").
10. MISCELLANEOUS.
10.1 GOVERNING LAW. This Agreement shall be governed in all respects by the laws of HKSAR Hong Kong. This Agreement is prepared and executed in the English language only and any translation of this Agreement into any other language shall have no effect.
10.2 ATTORNEYS FEES. In the event any proceeding or lawsuit is brought by Xxxxxxx Tech or Augicom in connection with this Agreement, the prevailing party in such proceeding shall be entitled to receive its costs, expert witness fees and reasonable attorneys' fees, including costs and fees on appeal.
10.3 ARBITRATION. Choice of Forum and Venue. Each party to this Agreement shall have the right to have recourse to and shall be bound by the pre-arbitral referee procedure of the International Chamber of Commerce in accordance with its Rules for a Pre-Arbitral Referee Procedure. All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The parties further agree that the language to be used for any pre-arbitral referee procedures and for the arbitration will be English, and that the Parties shall mutually agree as to the location where any of the foregoing proceedings shall take place. Notwithstanding any other provision of this Agreement, either party shall be entitled to seek injunctive or other provisional relief from any
court of competent jurisdiction at any time prior to, during or after any pre-arbitral referee procedure or arbitration proceeding initiated under this Section 10.
XXXXXXX TECH INC.
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AUGICOM S.A.
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/s/ Xxxxx X Xxxx, CEO - Xxxxxxx Tech Inc.
/s/ Xxxxxx XXXXXXX, Director - Augicom S.A.
