EXHIBIT 10.17
SOFTWARE LICENSE AND SERVICES AGREEMENT
This Software License and Services Agreement ("Agreement"), effective as
of September 15, 1999 ("Effective Date") is made by and between
xxxxxxxxxxxxxx.xxx, Inc., a Texas corporation ("Licensor"), on the one hand, and
CourseWeb, L.L.C., a Delaware limited liability company, and the National
Association of College Stores ("NACS") (collectively "Licensees", a
_____________ corporation, on the other hand (all of the foregoing hereinafter
collectively referred to as the "Parties" or individually as a "Party").
RECITALS
A. Licensor is engaged in and has expertise in developing, supporting
and promoting commerce-enabled internet web sites for the purpose
of selling products to college students;
B. Licensees are engaged in and have considerable expertise in
organizing, promoting and marketing products to stores located on
college campuses (hereinafter "College Stores") and desire to use
that expertise to sell products through a commerce-enabled web
site ("Web Storefront");
C. College Store members of NACS periodically collect information on
schedules, textbooks and other materials for college courses and
desire to make such data available on a Web Storefront so that
college students and others may purchase materials for college
courses and other products through an internet web site that uses
the name of a College Store but is hosted by Licensor and
supported by Licensees;
D. Licensor has developed software to create, manage and host
commerce-enabled web sites and desires to modify portions of that
software and develop additional software to use college course
information to create, manage and host such Web Storefronts; and
E. Licensees and Licensor mutually desire to market and promote
subscriptions to such Web Storefronts to College Store members of
NACS.
ACCORDINGLY, the Parties agree as follows:
1. DEFINITIONS
1.1 The following and derivatives thereof are definitions for certain
capitalized terms that may be used in this Agreement:
1.1.1 "Advertisement" means a third party's product and
service advertising, marketing and other promotional
information.
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1.1.2 "Authorized Use" means to receive or review College
Store Data by an End User for the purpose of ordering,
seeking to order or gathering purchasing information on
any product or service on a Web Storefront of a College
Store or gathering course related information provided
on such storefront Such Authorized Use is subject to the
terms and conditions of Licensor Online User
Documentation, if any, this Agreement, and the End User
Agreement.
1.1.3 "Ceubic Software" is the software prepared for NACS by
Ceubic for the purpose of managing Course Information.
1.1.4 "College Store" means any legal entity that is a
bookstore member of NACS or any other legal entity,
which typically derives at least half of its revenues
from selling to students course text(s), custom
published texts and other published materials for
college courses.
1.1.5 "College Store Data" means any information related to
(i) any College Store Product of such College Store
including SKU numbers, specific College Store pricing,
descriptive information, and other information relevant
to an informed purchase; (ii) inventory availability for
any College Store Product, and (iii) Course Information.
1.1.6 "College Store Product" mean any product marketed and/or
distributed, by sale, lease, or otherwise, by a College
Store. Such College Store Products include (i) books
and other textual material, (ii) supplies such as
notebooks and writing utensils, (iii) computer related
products such as desktop and notebook computers,
computer peripherals, printers, and software, and (iv)
all other products such as clothing and services
traditionally sold by a College Store.
1.1.7 "College Storefront License and Services Agreement"
means an agreement that includes, and is consistent
with, the terms and conditions of the agreement attached
as Schedule D hereto.
1.1.8 "Course Information" means information on academic
and/or recreational classes including course schedules,
instructors, required and optional course and supply
materials.
1.1.9 "Course Management Software" means the Object Code
version only of the portion of the Storefront Software
that stores, manages and retrieves the Course
Information.
1.1.10 "End-User" is any person who has agreed to the terms and
conditions of the End User Agreement and other Licensor
Online User Documentation, if any.
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1.1.11 "End-Users Agreement" means an agreement granting a
person a license to access and use a Web Storefront
through the Storefront Software.
1.1.12 "Licensor Online College Store Documentation" means any
terms or conditions as may be developed by Licensor from
time to time regarding College Store access or use of
the Storefront Software or any Web Storefront created
therewith.
1.1.13 "Licensor Online User Documentation" means any terms or
conditions as may be developed by Licensor from time to
time regarding an Authorized User's access or use of the
Storefront Software or any Web Storefront created
therewith.
1.1.14 "Storefront Software" means the Object Code for software
that has the functionality to create, manage and host
one or more Web Storefronts thereby providing one or
more web pages where an End User may obtain Course
Information and browse or purchase College Store
Products and other products; specifically including (i)
the Object Code version of the software specified in
Schedule B, hereto, (ii) software developed by Licensor
pursuant to this Agreement, (iii) any related
documentation that Licensor makes generally available to
licensees under this Agreement, (iv) bug fixes and error
corrections for the Storefront Software, (v) any Web
Storefront created using the Storefront Software, and
(vi) all updates, enhancements, and new releases of the
Storefront Software licensed hereunder which Licensor
does not elect to separately price or market and which
are made available to Licensor's general client base.
1.1.15 "Subscribed College Store" means a College Store that
has agreed to and complied with the terms and conditions
of Licensor's On-line College Store Documentation and an
agreement that includes and is consistent with the terms
and conditions of the College Storefront License and
Services Agreement.
1.1.16 "Subscription" means a license, including, and
consistent with, the terms and conditions of College
Storefront License and Services Agreement, to one (1)
Web Storefront.
1.1.17 "URL" means a uniform resource locator.
1.1.18 "Web" means the World Wide Web.
1.1.19 "Web Storefront" means one or more web pages that are
created, managed and hosted using the Storefront
Software for the purpose of allowing End Users to review
Course Information and to browse and order College Store
Products and other products.
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1.2 DERIVATIONS, CONTEXT. Defined terms shall include derivations
thereof. Where the context so indicates, a word in the singular
form shall include the plural and vice-versa. The term "include"
and similar terms (e.g., includes, including, included, comprises,
comprising, such as, e.g., for example), when used as part of a
phrase including one or more specific items, are used by way of
example and not of limitation.
2. WEB STOREFRONT PROJECT
2.1 GENERAL. The parties agree to work together, in general and as
set forth herein, to promote the purchase of Subscriptions to Web
Storefronts by College Stores. Each Party shall have the right to
grant or convey such Subscriptions pursuant to the terms of this
Agreement; however, such right is exclusive to the Parties and a
Party shall not sell, convey or assign such right without the
express consent of any non-assigning Parties. Subscription fees
paid by such College Stores to one Party pursuant to Section 2.6
and such fees shall be divided between the Parties pursuant to
Schedule A.
2.2 SCOPE OF WORK AND DELIVERY. Licensor shall develop or license
software to perform the functions of the Storefront Software.
Licensor shall maintain, upgrade and enhance the Storefront
Software and related materials as is commercially reasonable in
consideration of Licensor's available resources and the
competitiveness of the Storefront Software.
2.3 HOSTING WEB STOREFRONTS.
2.3.1 LICENSOR HOSTING SERVICES. Licensor shall provide the
following hosting services ("Hosting Services"):
2.3.1.1 host the Web Storefronts at a location
selected by Licensor ("Hosting Site").
2.3.1.2 provide personnel and communication lines as
are commercially reasonable to provide
Hosting Services that are generally available
24 hours a day and seven (7) days a week,
provided that such services may be
interrupted from time to time to provide
maintenance, and provided that such services
may be interrupted due to hardware or
software failure, due to the introduction of
a virus, due to a disruption caused by a
third party, or for other reasons not
foreseen by Licensor.
2.3.1.3 provide third party software and modules of
the Software developed by Licensor pursuant
to Section 2.2.
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2.3.1.4 respond to interruptions and other problems
within its control in a commercially
reasonable manner in order to reduce the
number and length of such interruptions.
2.3.2 LICENSEES RESPONSIBILITIES. Licensees shall provide
Licensor with hardware and licenses to third-party,
off-the-shelf software as requested by Licensor which
Licensor deems necessary, in Licensor's reasonable
opinion, to provide the Hosting Services.
2.4 OWNERSHIP.
2.4.1 SOFTWARE AND DATA. This Agreement is a license only,
and no transfer of ownership or title (including any
intellectual property) to Licensees is contemplated by
or will result from this Agreement. By signing this
Agreement, Licensees irrevocably acknowledge that they
have no ownership interest in the Storefront Software,
including any copies thereof, custom modifications
thereof, Web Storefronts created therewith, or any other
changes thereto, or data collected and/or maintained by
Licensor at the Hosting Site or elsewhere. Unless
otherwise expressly provided herein, Licensor and its
third party licensors, if any, retain all rights, title,
and interest in and to the Storefront Software, all
copies thereof, derivative works thereof, data collected
therewith (excluding Course Information licensed from a
College Store or Licensees) and other materials relating
thereto, including, without limitation, any Software
enhancements or modifications, any custom programs
developed therewith, Web Storefronts created therewith,
and all copyright, trade secret, patent, trademark and
other rights relating thereto.
2.4.2 IMPROVEMENTS. Unless otherwise expressly agreed in
writing, all suggestions, solutions, improvements,
corrections, and other contributions provided by
Licensees or a College Store regarding data, the
Storefront Software, Course Management Software, any Web
Storefront to the extent licensed to Licensee, or any
other Licensor software programs hereafter developed to
manipulate or present data (including any intellectual
property, such as patents, trademarks and copyrights
related to the foregoing) shall become the property
of-Licensor, and Licensees hereby assign any rights to
such items to Licensor.
2.4.3 HARDWARE AND THIRD-PARTY SOFTWARE. Licensees shall own
all hardware and licenses to third-party, off-the-shelf
web software purchased by Licensees or Licensor, and
reimbursed by Licensees, which are used to provide the
Hosting Services hereunder, pursuant to Section 2.3.1
above, provided that such software has not been modified
by Licensor.
2.4.4 LICENSEES RIGHT TO GRANT SUBSCRIPTIONS. Commencing on
the Effective Date of this Agreement, and subject to the
terms and conditions set forth
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herein, Licensor grants to Licensees and Licensees
accept a nontransferable (except as provided herein)
right to sell Subscriptions to Web Storefronts to
College Stores subject to the terms and conditions set
forth in a College Storefront License and Services
Agreement.
2.4.5 LICENSEES RIGHT TO USE THE STOREFRONT SOFTWARE.
Commencing on the effective date of this Agreement, and
subject to the terms and conditions set forth herein,
Licensor grants to Licensees and Licensees accept a
nontransferable (except as provided herein), right to
use and display the Storefront Software solely for the
purposes of (i) promoting, offering for sale or selling
Subscriptions to Web Storefronts to College Stores and
(ii) providing technical supports to such College Stores
pursuant to Section 2.10.2 herein.
2.4.6 LICENSOR RIGHT TO USE COLLEGE STORE TRADEMARKS.
Commencing on the Effective Date of this Agreement and
subject to the terms and conditions set forth herein,
Licensees grant to Licensor and Licensor accepts a
nontransferable (except as provided herein),
nonexclusive right to use and display any trademark;
trade name, service xxxx or logo used on the Web
Storefront of a College Store, to the extent such rights
have been or, in the futures, are licensed or assigned
to Licensees.
2.5 SOFTWARE RESTRICTIONS. Licensees hereby agree to abide by the
following restrictions which pertain to the Storefront Software:
2.5.1 NO TRANSFER. Licensees hereby shall not rent, lease,
loan, sell, sublicense, assign or otherwise transfer the
Storefront Software in whole or in part, to any third
party including any subsidiaries and affiliates of
Licensees, except as provided herein or as otherwise
mutually agreed upon in writing.
2.5.2 ADDITIONAL USE RESTRICTIONS. Unless otherwise expressly
permitted in this Agreement, Licensees shall not and
shall not permit others to: (i) use the Storefront
Software in a manner not provided for in this Agreement;
(ii) disassemble, decompile or reverse engineer the
Storefront Software; or (iii) unless otherwise permitted
in this Agreement, permit any subsidiaries, affiliated
entities or third parties to use the Storefront
Software.
2.5.3 REGISTRATION, LOGIN ID, AND PASSWORD. Licensor may
require all or selected Authorized Users to register by
providing identity information prior to ordering
products or services through a Web Storefront. Licensor
may provide such Authorized Users with respective login
names and passwords following registration. Licensor
may condition licensed access to the Storefront
Software, or any portion thereof, by all or selected
Authorized Users upon validation of a login name and/or
password and/or Authorized User identification and
compliance with the End-User License Agreement and
Licensor Online User Documentation, if any.
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2.5.4 NOTICE OF INFRINGEMENT OR BREACH. In the event
Licensees acquire actual knowledge of copyright
infringement, trademark infringement, patent
infringement, software piracy, breach by any College
Store of a College Storefront License and Services
Agreement or breach by any End User of an End User
Agreement, Licensees shall promptly notify Licensor.
Licensees further agree to cooperate with Licensor to
determine the existence and extent of any such
infringement, piracy or breach and to cooperate with
Licensor to remedy same.
2.5.5 OBJECT CODE ONLY. All software licensed in this
Agreement pertains to Object Code only.
2.5.6 LICENSED USE ONLY. Licensees shall use the Storefront
Software solely as provided in this Agreement. In
addition, Licensee shall use commercially reasonable
efforts to insure that the College Stores use the
Storefront Software solely as provided in this
Agreement, Licensor's Online College Store Documentation
and the College Storefront License and Services
Agreement executed by such College Store.
2.5.7 RESERVATION OF RIGHTS. Licensor reserves all rights and
licenses not expressly granted herein to Licensees or
any College Store or End User.
2.6 WEB STOREFRONT SUBSCRIPTION PROCEDURES.
2.6.1 GATHER LICENSES AND DATA. For each Web Storefront, the
party initiating the Subscription shall:
2.6.1.1 obtain a fully executed College Storefront
License and Services Agreement, in the form
set forth in Exhibit D, from the interested
College Store and provide Licensor a copy
thereof;
2.6.1.2 provide Licensor with a written request to
activate a Web Storefront for the interested
College Store; and
2.6.1.3 provide Licensor any other setup information
as may be reasonably requested by Licensor.
2.6.2 ACTIVATE WEB STOREFRONT. Upon fulfillment of the
obligations specified in Section 2.6. 1, Licensor shall
activate a Web Storefront by:
2.6.2.1 ENABLING WEB STOREFRONT CUSTOMIZATION -
allowing a College Store to access the
customization features of the Storefront
Software to customize the user interface of
the Web Storefront for that College Store to
display a logo, trademark or trade name and
to include other design features so that the
Web Storefront, when accessed by
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an Authorized User, appears as a web site for
the College Store; and
2.6.2.2 ENABLING E-COMMERCE SERVER SOFTWARE -
enabling Authorized Users to access the
Storefront Software via the Web Storefront of
the College Store.
2.6.3 END USER AGREEMENT NOTIFICATION. The party initiating
the Subscription shall notify each College Store (i) of
the Web Storefront access and use provisions contained
in the End User Agreement, and (ii) that use of the Web
Storefront is contingent upon Authorized Users
acceptance of and compliance with the terms and
conditions of such End User Agreement and Licensor
Online User Documentation, if any. The parties
acknowledge and agree that an Authorized User's
rejection of such agreements or noncompliance therewith
shall prevent such Authorized User from ordering
products through a Web Storefront.
2.6.4 INFORMATION TO SUBSCRIBER. The party initiating the
Subscription shall provide each Subscribed College Store
with sufficient information to enable Authorized Users
to access and use the Storefront Software.
2.7 LICENSOR RIGHTS TO USE COURSE INFORMATION AND COLLEGE STORE DATA.
2.7.1 Licensees grant to Licensor, to the extent such rights
have been or in the future are granted to Licensees by a
College Store, and Licensor accepts a nontransferable,
nonexclusive, royalty free, worldwide right and license
to reproduce, modify, manipulate, adapt, format,
display, use and allow Authorized Users to display any
Course Information and other College Store Data for
purpose of assisting, facilitation or allowing College
Stores to conduct electronic commerce via the internet
or an intranet.
2.7.2 Licensees agree that during the term of this Agreement,
Licensees shall not provide nor assist any third parties
in providing on behalf of Licensees any services whereby
College Store Products are sold or offered for sale by a
College Store through a Web site or Course Information
is made available through a web site, except as
otherwise allowed herein.
2.8 END USER AGREEMENT.
2.8.1 AUTOMATIC DISPLAY. A copy of the End User Agreement
shall automatically be loaded and displayed before an
End User is allowed to order any product from a Web
Storefront
2.8.2 ASSENT. Each Authorized User's use of a Web Storefront
to order products is contingent upon the user's
acceptance of the terms and conditions of the End User
Agreement and Licensor Online User Documentation.
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2.9 COLLEGE STORE AGREEMENT.
The parties agree that the creation of a Web Storefront by College
Store is contingent upon the College Store agreeing in writing to
and complying with Licensor's Online College Store Documentation,
if any, and the College Storefront License and Services Agreement
The parties agree that the terms and conditions of such College
Storefront License and Services Agreement may be modified only
upon mutual, written agreement by the parties.
2.10 SOFTWARE MAINTENANCE AND SUPPORT
2.10.1 Licensor Maintenance and Support Services. Commencing
on the Effective Date or the date on which the software
is available for license hereunder, whichever is later,
and terminating upon termination of the Agreement,
Licensor shall provide the maintenance and support
services to Licensees listed below:
2.10.1.1 Use all commercially reasonable efforts to
provide Licensees with available solutions
and corrections for reported problems, which
are demonstrated to Licensor as material
defects in the Storefront Software, so that
the Storefront Software materially conforms
with the functionality in the applicable
documentation. Support is limited to
telephone and e-mail support to two Licensees
contacts whom Licensees has designated in
writing (or via e-mail) as Licensees' support
representatives (the "Support
Representatives") and does not include onsite
support at a College Store's, End User's or
Licensees' location;
2.10.1.2 Provide reasonable telephone support during
the period of 9:00 am to 5:00 p.m. CST,
e-mail support during the period of 7:00 am
to 7:00 p.m. CST, Monday through Friday and
exclusive of holidays observed by Licensor,
and pager/cellular phone support 24 hours a
day, 7 days a week in response to calls and
e-mail from the Support Representatives.
Holidays currently observed by Licensor
which may change from time to time at the
sole discretion of Licensor; and
2.10.1.3 Provide, at no additional charge, (i) all bug
fixes and error corrections to Storefront
Software and (ii) any updates, enhancements,
and new releases of the Storefront Software
as licensed hereunder.
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2.10.1.4 Licensor shall not be obligated to provide
Maintenance and Support Services for any
Storefront Software other than the current
release.
2.10.2 LICENSEES MAINTENANCE AND SUPPORT SERVICES. Commencing
on the Effective Date or the date on which the Software
is available for license hereunder, whichever is later,
and terminating upon termination of this Agreement,
Licensees shall:
2.10.2.1 Provide maintenance and support services to
College Stores and Authorized Users during
the period of 9:00 am to 5:00 p.m. EST, email
support during the period of 7:00 am to 7:00
p.m. EST, Monday through Friday and exclusive
of holidays observed by Licensees, and
pager/cellular phone support 24 hours a day,
7 days a week in response to calls and e-mail
from any College Store or Authorized User.
Holidays currently observed by Licensees
which may change from time to time at the
sole discretion of Licensees; and
2.10.2.2 Provide Licensor with the names of two
designated Support Representatives within
thirty (30) business days from the Effective
Date, and all information and materials
reasonably requested by Licensor for use in
replicating, diagnosing, and correcting a
particular problem reported by Licensees.
2.10.3 DATA RETENTION. Licensor shall have no responsibility,
whatsoever, for reproducing, reconstructing or archiving
any Course Information or other College Store Data,
except for information or data entered by a Subscribed
College Store in its then current Web Storefront.
Licensor may, at any time and in accordance with
Licensor's operational procedures, destroy files
pertaining to outdated Course Information or other
College Store Data in order to maintain current
information.
2.11 ADVERTISING, PROMOTION, AND OTHER LINKS AND DATA.
2.11.1 SALES AND ADVERTISING PROGRAM. The parties agree to
develop a mutual sales and Advertising program for
Advertising on Web Storefronts.
2.11.2 EXCLUSIVE ADVERTISING SERVICE ADMINISTRATOR. Licensor
shall be the exclusive administrator of the marketing
and Advertising content displayed on any Web Storefront.
2.11.3 LICENSOR ADVERTISING SALES. Subject to Section 2.11.4
herein, Licensor shall have the exclusive solicit and
sell Advertising and promotional
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content for Web Storefronts, provided that each
Subscribed College Stores shall have the right to
solicit and sell Advertising and promotional contents
for its Web Storefront.
2.11.4 LICENSEES ADVERTISING SALES. Licensees reserve the
right to, unilaterally or jointly with Licensor upon
Licensees' request, solicit and sell Advertising and
promotional content for Web Storefront from those
entities, listed in Schedule E, with which Licensees
have an existing Advertising and promotion sales
relationship.
2.11.5 LICENSEES WEB SITES AND LICENSOR WEB SITES. The parties
agree that Licensor is allowed to provide Advertisements
via the Licensees Web Sites and Licensor Web Sites to
the Authorized Users via each Authorized User's access
and use of the Storefront Software, provided that such
Advertisements shall not be displayed on the Web
Storefront of a Subscribed College Store without the
store's approval as required herein.
2.11.6 LICENSOR MARKETING AND PROMOTIONAL ACTIVITIES.
Licensees shall make reasonable efforts to secure
permission from Subscribed College Stores to allow
Licensor to conduct marketing and promotional activities
in or around Web Storefront of such stores, or such
other web sites or territory as controlled or accessible
by such College Stores.
2.11.7 NAVIGATION. Licensor shall provide each Web Storefront
of a Subscribed College Store with a URL link from
Licensor's web site, only if and as long as, the
Subscribed College Store includes in its Web Storefront
a URL link to Licensor's Web page and appropriate
Licensor branding, including Licensor's logo and company
name. Licensees shall use reasonable efforts to secure
permission from each Subscribed College Store having a
Web Storefront to include a Licensor URL link on such
Web Storefront and to include appropriate Licensor
branding, including Licensor's logo, Licensor's URL, and
Licensor's company name, in such stores marketing and
Advertising efforts.
2.11.8 FEES. The parties agree to allocate and distribute the
Advertisement, promotion fees and performance based
revenues as set forth in Schedule A hereto.
2.12 TRADEMARK OWNERSHIP AND LICENSES.
2.12.1 LICENSED USE. To the extent necessary to carry out the
purpose of this Agreement and the obligations of the
Parties thereunder, each Party ("Trademark Owner") that
owns a Trademark identified on Schedule C (individually
"Trademark" or collectively "Trademarks") grants to the
other Parties ("Trademark Users") a license for the
duration of this Agreement to reproduce and use the
Trademark Owner's Trademarks
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solely in conjunction with (i) the promotion and sale of
Subscriptions to College Stores, (ii) the promotion of
Web Storefronts of Subscribed College Stores, (iii) the
promotion and sale of College Store Products sold or
offered for sale through the Web Storefront of a
Subscribed College Store, and (iv) services and products
traditionally associated with the Trademarks of the
Trademark Owner.
2.12.2 NO TITLE TO USERS. The Trademark Users by their use of
any Trademark shall not create any right, title or
interest therein, other than the goodwill associated
with the xxxx, which is assigned to the Trademark Owner.
2.12.3 QUALITY OF USE. The Trademark Users shall not use a
Trademark in a manner that diminishes the quality of
such xxxx, and all such use shall be for the benefit of
the Trademark Owner.
2.12.4 APPROVAL BY OWNER. The Trademark Users shall submit to
the Trademark Owner, upon the owner's reasonable
request, any representations of the Trademark that the
user intends to use, for Trademark Owner's approval of
the design, color and other details. Upon the Trademark
Owner's reasonable request the Trademark Users shall
submit to the owner prior to publication any
advertising, press release, promotion or marketing
materials using a Trademark.
2.12.5 TRANSFER OF GOODWILL. If the Trademark Users acquire
any goodwill through use of a Trademark of another, all
such goodwill shall automatically vest in the Trademark
Owner on an on-going basis and is hereby assigned to the
Trademark Owner. Such acquisition of goodwill or
reputation occurs, as well as at the expiration or
termination of this agreement, without any separate
payment or other consideration of any kind by the
Trademark Owner and the Trademark Users agree to take
all actions necessary to effect such vesting.
2.12.6 NO CONFUSINGLY SIMILAR USES. During the term of this
agreement, the Trademark Users shall not adopt, use or
register, whether as a corporate name, trademark,
service xxxx, URL or other indication of origin, any of
the Trademarks, or any word or xxxx confusingly similar
to the Trademarks, in any jurisdiction, other than as
expressly permitted in this agreement or as otherwise
agreed in writing by the Trademark Owner.
3. LICENSEES RESPONSIBILITIES
3.1 Licensees agree to use commercially reasonable efforts to:
3.1.1 Promote and sell subscriptions to Web Storefronts, as
well as support Subscribed College Stores in their
efforts to fully utilize the Web Storefront to their
full advantage;
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3.1.2 Work with Licensor to identify and define enhancements
and extensions to the Storefront Software;
3.1.3 Assist College Stores with entering and maintaining
Course Information and other College Store Data for each
Subscribed College Store in a Web Storefront;
3.1.4 Provide to Licensor updated Course Information and other
College Store Data as soon as it is made available to
Licensees;
3.1.5 Assist College Stores in providing the highest possible
quality of Course Information and other College Store
Data is provided to Authorized Users;
3.1.6 Obtain agreements between Licensees and all College
Stores, said Agreement including, and consistent with,
the terms and conditions of the College Store License
and Services Agreement;
3.1.7 Educate Subscribed College Stores on the importance of
promoting the use of their respective Web Storefront;
3.1.8 Encourage Subscribed College Stores to engage in
promotional activities and provide promotional materials
to assist in promoting the use of their respective Web
Storefront;
3.1.9 Pursue mutually acceptable joint advertising, promotion,
and marketing including issuance of a joint press
release within fifteen (I 5) days of the Effective Date
which is mutually acceptable to Licensor and announces
the strategic relationship between Licensor and
announces the strategic relationship between Licensor
and Licensees;
3.1.10 Endorse a written testimonial, acceptable to Licensees,
promptly after the Effective Date which outlines the
benefits of Licensor's services received by Licensees
and detailing the relationship between the parties; and
3.1.11 Have joint meetings with the press promptly after the
Effective Date to promote the benefits of the Agreement.
3.2 WEB PAGE MARKINGS AND CONTENT. Licensees and Licensor shall
mutually agree upon the content and location of a Web page on the
Web site xxx.XXXX.xxx, said Web page generally describing the
relationship of the Parties, promoting Subscriptions to College
Stores, and promoting the Web Storefronts of Subscribed College
Stores. Licensees shall place a "xxxxxxxxxxxxxx.xxx" logo
("Logo"), to be provided by Licensor, in the top portion of such
Web page. The Logo shall occupy at least an area of approximately
88x31 pixels and shall include the URL link(s) to Licensor's
then-current home Web page. As of the Effective Date, Licensor's
home Web page URL is xxx.xxxxxxxxxxxxxx.xxx.
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3.3 FACILITIES, MATERIALS, PERSONNEL. To the extent reasonably
required by a visiting party, each party shall make available to
the other party certain of the hosting party's facilities,
computer resources, software programs, personnel and business
information as are reasonably required to perform services
hereunder. While on the other party's premises, the visiting
party and its third party contractor(s) agree to comply with the
hosting party's rules and regulations regarding safety, security,
conduct and operational procedures and practices that are conveyed
to the visiting party.
4. RECORDS AND CONTACT INFORMATION
4.1 RECORDS. Each party shall keep an accurate to-date and complete
record of:
4.1.1 the number of Web Storefront requests;
4.1.2 all agreements between each party and Subscribed College
Stores related to Web Storefront Subscriptions pursuant
to Section 2.6. 1. 1;
4.1.3 the amount of advertising, promotion, and order based
revenues received and/or generated by each party
pursuant to this Agreement; and
4.1.4 identity and contact information on all Subscribed
College Stores.
4.2 MONTHLY REPORT. Each party shall provide monthly reports to the
other party within fifteen (I 5) days after the end of each month
containing updated records of Section 4. 1.
4.3 VERIFICATION. Each party agrees that the other party may, upon
five (5) business days' prior written notice, enter such party's
premises to verify such party's compliance with the provisions of
this Agreement. Inspections shall be limited to (i) one annual
inspection (unless the requesting party believes that it has just
cause for multiple inspections); and (ii) during the audited
party's normal business hours. If the audited party is found not
to be in substantial compliance with the Agreement, the audited
party shall pay the reasonable expenses incurred by requesting
party associated with such inspection. Each party's rights of
inspection shall remain in effect through the period ending six
(6) months from the termination or expiration of this Agreement
and any applicable license hereunder.
4.4 RECORDS RETENTION, USAGE. Each Party shall have the right to
retain and review all records, information and data controlled or
maintained by the Storefront Software, including input, quotations
and orders pertaining to an Authorized User's access to the
Storefront Software or any Web Storefront. Each Party shall also
have the right to disclose such records, information or data
provided that (i) the written consent of the other Party to this
Agreement is obtained in advance, and such consent shall not be
unreasonably withheld, and Cu) such items are disclosed in
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aggregate form without identifying any particular association of a
Subscribed College Store or End User to such information.
4.5 CONTACT INFORMATION.
4.5.1 Licensor contact information, which may be changed from
time to time upon written notice to Licensees, is as
follows:
ATTN: Xx. Xxxx Xxxxxx
Xxxxxxxxxxxxxx.Xxx, Inc.
000 Xxxx 00x Xxxxxx, Xxxxx X
Xxxxxx, Xxxxx 00000
(000) 000-0000 (Telephone)
(000) 000-0000) (Facsimile)
xxxx@xxxxxxxxxxxxxx.xxx (e-mail)
4.5.2 Licensees' contact information, which may change from
time to time upon written notice to Licensor, is as
follows:
ATTN: Xx. Xxxx Xxxxxxx
CourseWeb LLC
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
(000) 000-0000
(000) 000-0000 (fax)
xxxxxxxx@xxxxxxxxx.xxx
5. FEES AND PAYMENT
5.1 PAYMENT TERMS - GENERAL. The entire amount of all amounts
required to be paid by one party to the other party under this
Agreement shall be on the fifteenth (15th) day of each month
following the month in which such amounts are accrued unless
otherwise expressly provided herein. In the event that a payment
schedule is set forth herein, payments shall be due in accordance
with such payment schedule. Any late payment shall be subject to
any costs of collection (including reasonable legal fees) and
shall bear interest at the rate of one and one-half (1.5) percent
per month (prorated for partial periods) or at the maximum rate
permitted by law, whichever is less.
5.2 PAYMENTS. The parties agree to the payment terms as set forth in
Schedule A.
5.3 AMOUNTS NOT INCLUDED IN PAYMENT. The fees and other amounts
required to be paid hereunder do not include any amount for taxes,
duties, or levies (including interest and penalties). Each party
shall bear all sales, use, excise, property, or other taxes,
levies, or duties required to correct or remit to applicable tax
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authorities according to the percentages outlined in Schedule A.
Neither party shall be responsible for the other party's income or
franchise taxes.
5.4 U.S. DOLLARS. All dollar amounts listed in this Agreement are in
U.S. Dollars, and all payments shall be made in U.S. Dollars.
5.5 PRICING FOR SERVICES. Unless otherwise agreed in writing
Consulting Services provided by Licensor shall be at Licensor's
then current applicable standard time and material rates and
charges plus reasonable expenses.
5.6 EXPENSES. Expenses are not included in the fees specified in this
Agreement.
6. CONSULTING SERVICES
6.1 GENERAL. Licensor may provide consulting services (the
"Consulting Services"), which may include software development,
integration, implementation, customization, data integration, and
training as requested by Licensees. Consulting Services shall be
provided in accordance with a mutually agreed upon Statement of
Work.
6.2 RESOURCES. Licensor shall provide resources and use qualified
employees and/or consultants as it deems necessary to perform the
Consulting Services.
7. CONFIDENTIALITY
7.1 DEFINITION. "Confidential Information" includes all information
disclosed by the parties, before or after the Effective Date, and
generally not publicly known, whether tangible or intangible and
in whatever form or median provided, as well as any information
generated by a Party to the extent that it contains, reflects, or
is derived from Confidential Information. Confidential
Information includes, without limitation, the Storefront Software,
User Documentation, training materials, security procedure
information and other information identified as "confidential" or
the like. The terms and conditions of this Agreement are
Confidential Information; however, the existence of this Agreement
is not Confidential Information.
7.2 PROPRIETARY NATURE. All Confidential Information of the
disclosing party is proprietary to the disclosing party or its
third party licensors and includes trade secrets and the
unpublished copyrighted material of the disclosing party and its
third party licensors.
7.3 RESTRICTED USE AND PROTECTION. Except as expressly permitted in
this Agreement, Confidential Information may not be copied,
reproduced, or distributed, and the receiving party shall not
sell, lease, license, assign, transfer, or disclose the
Confidential Information to any third party. The receiving party
shall protect Confidential Information of the disclosing party by
using the same degree of care
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but no less than a reasonable degree of care as it uses to
safeguard its own confidential or proprietary information of a
like nature from unauthorized use, disclosure, or dissemination.
7.4 NO REVERSE ENGINEERING. Licensees shall not reverse engineer,
disassemble, decompile, or apply any procedure or process to the
Storefront Software in order to ascertain, derive, and/or
appropriate for any reason or purpose, the source code or source
listings for the Storefront Software, any trade secret
information, process, or other information contained in the
Storefront Software.
7.5 RESTRICTED ACCESS. The receiving party agrees to restrict access
to Confidential Information of the disclosing party to only its
employees and contractors who require such access in the course of
their assigned duties and responsibilities and who have been
informed of the receiving party's obligations of confidence and
have agreed in writing to preserve the confidentiality of such
information under terms and conditions no less restrictive than
those set forth herein. The receiving party shall enforce such
obligations unless otherwise authorized in writing by the
disclosing party.
7.6 NO COMPETITOR ACCESS. No contractor or potential Authorized User
who is a competitor of the disclosing party may have access to
Confidential Information of the disclosing party. The receiving
party agrees to promptly notify the disclosing party regarding the
competitive status of any potential contractor or potential
Authorized User which may possibly be a competitor with the
disclosing party. The receiving party agrees to abide by any
competitive determination reasonably made by the disclosing party
regarding any contractor or potential Authorized User.
7.7 NO OWNERSHIP CONVEYED. Nothing in this Agreement shall be
construed to convey to Licensor or to Licensees any title or
ownership rights to the other party's Confidential Information or
to any software, patent, copyright, trademark, or trade secret of
the other party or grant any other right, title, or ownership
interest to the other party's Confidential Information except as
may be provided by this Agreement.
7.8 EXCEPTIONS. Without granting any right or license, the foregoing
obligations shall not apply to disclosure of any Confidential
Information which the receiving party can document and that: (i)
was in the possession of or known by the receiving party without
an obligation of confidentiality prior to receipt from the
disclosing party, (ii) is or becomes general public knowledge
through no fault or acts of the receiving party; (iii) is or
becomes lawfully available to the receiving party from a third
party without an obligation of confidentiality; (iv) is
independently developed by the receiving party without use of any
Confidential Information; or (v) is required to be disclosed
pursuant to any law, code or regulation, provided the disclosing
party is given ten (10) days written notice prior to such
requirement in order that it may seek a protective order.
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7.9 REMEDIES, INJUNCTIVE RELIEF. Each party acknowledges that the
disclosing party shall have the right to take all reasonable steps
to protect its Confidential Information, and that in the event of
a violation of this section, the disclosing party may be
irreparably harmed and may suffer significant injury that will not
be compensable by damages alone. The disclosing party may
therefore be entitled to obtain injunctive relief in addition to
any other remedies and damages that may be available at law or in
equity (including costs and reasonable legal fees).
8. TERM AND TERMINATION
8.1 INITIAL TERM, RENEWAL. The Agreement shall remain in effect for
three (3) years from the Effective Date ("Initial Term"). The
Agreement shall renew for successive three (3) year periods
("Renewal Term") until such time as either party provides the
other party with written notice at least six months prior to the
end of the Initial Term or the then-current Renewal Term of its
election not to renew the Agreement and the licenses granted
hereunder.
8.2 NO INITIAL RENEWAL BY LICENSOR. If Licensor elects not to renew
this Agreement for a first Renewal Term, the Initial Term shall be
extended by six (6) months, and the Agreement shall terminate at
the end of that six (6) month period.
8.3 TERMINATION EVENTS. This Agreement and any license issued
hereunder and any respective Schedule may be respectively
terminated earlier in accordance with the following:
8.3.1 By a Party due to the other Party's failing to make any
payments due hereunder within thirty (30) days after
delivery of written notice of such default.
8.3.2 By a non-defaulting Party on thirty (30) days written
notice to the defaulting Party if the defaulting Party
fails to perform any material obligation required of it
under this Agreement and such failure is not cured
within such thirty (30) day period.
8.3.3 By either Party if the other files a petition for
bankruptcy or insolvency, has an involuntary petition
filed against it which is not dismissed within ninety
(90) days following the filing of such petition,
commences an action providing for relief under
bankruptcy laws, files for the appointment of a
receiver, or is adjudicated a bankrupt concern.
8.4 DAMAGES. Neither party shall be liable to the other party for
damages of any sort solely as a result of terminating this
Agreement in accordance with its terms. Termination of this
Agreement shall be without prejudice to any other right or remedy
of either party.
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8.5 SURVIVAL. Upon termination of this Agreement, the provisions of
Sections 5. 1, 7, 9.2, 9.4, 10, 11, 12.2, 12.3, 12.4, 12.5, 12.6,
14, 15.4, 15.5 and 15.6 shall survive termination of this
Agreement and continue in effect and shall inure to the benefit
and be binding upon the parties, including their legal
representatives, heirs, successors, and assigns.
9. WARRANTY AND REMEDIES
9.1 GENERAL. Each party represents and warrants to the other that it
has the right to enter into this Agreement and to perform its
obligations under this Agreement. Without limitation, Licensor
represents and warrants that it has the right to grant to
Licensees licenses as provided herein. Without limitation,
Licensees represent and warrant that they either have or will use
commercially reasonable efforts to obtain a fully executed College
Storefront License and Services Agreement from each past, present
or future Subscribed College Store. Each party represents and
warrants that it has the right to disclose to other and grant the
other party access to any information disclosed to the other
party. Licensor represents, to the best of its knowledge, that
the Software does not infringe any patent or copyright or violate
any other proprietary rights of a third party including Ceubic.
9.2 DATA PROVIDED BY LICENSOR TO AUTHORIZED USERS "AS IS".
Information and data provided by Licensor to Licensees, College
Stores, authorized users or anyone else is provided "AS IS" and is
not verified or expressly or implicitly warranted by Licensor.
Licensor cannot and does not represent that such information and
data is error free and shall not be liable or responsible for any
pricing, configuration, availability or other errors contained in
any information and data provided to Licensees, any College Store
or any Authorized User.
9.3 SERVICES WARRANTY. Licensor wan-ants that all services performed
under the Agreement shall be performed in a workmanlike and
professional manner by its employees or by third party
contractors.
9.4 WARRANTY DISCLAIMER. EXCEPT AS OTHERWISE STATED IN THIS
AGREEMENT, LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED,
OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGENMNT.
10. INDEMNITY
10.1 INDEMNITY OBLIGATION OF LICENSOR. Licensor will indemnify,
defend, hold harmless or, at its sole option, settle any action or
claim brought against Licensee to the extent that it is based upon
a claim that the Storefront Software directly infringes any
copyright or patent rights or incorporates any misappropriated
trade secrets (a "Claim"). Licensor will pay any judgment awarded
against Licensee that is attributable to such Claim or settlement
approved in advance by Licensor,
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provided that: (i) Licensee promptly notifies Licensor in writing
of the Claim or any threat thereof, (ii) Licensee grants Licensor
sole control of the defense and settlement of the Claim, and (iii)
Licensee provides Licensor with all assistance, information and
authority reasonably required for the defense and settlement of
the Claim at Licensor's expense. Licensor shall not be responsible
for damages or costs under any settlement or compromise made
without its consent. Licensee may retain their own counsel (at
their expense) to monitor and/or participate in the defense and
settlement of the Claim. The foregoing indemnity does not apply
to: (i) any misuse of the Storefront Software by using the
Storefront Software other than for its intended purpose, whether
by Licensee, a College Store, an End User or anyone else or (ii)
any Claim based on a version of the Storefront Software that is
not the current version.
10.2 ADDITIONAL REMEDIES. If Licensee's use of the Storefront Software
hereunder becomes subject to a Claim, or in Licensor's opinion is
likely to become subject to a Claim, Licensor may, at its sole
option and expense: (i) procure for Licensee the right to continue
using such Storefront Software under the terms of this Agreement;
(ii) replace or modify such Storefront Software so that it is
non-infringing, provided, however, that any such efforts not
substantially Finish the functionality of the Storefront Software
as it exists on the date of this Agreement; or (iii) if (i) and
(ii) above are not achieved by Licensor through commercially
reasonable efforts, Licensor may immediately terminate this
Agreement, at which time Licensee will use its best efforts to
cease all use, performance, display, installation and/or sales
activities for the Storefront Software, Technical Documentation,
and User Documentation ("Complete Cessation of Use"). In any
event, Licensee shall achieve Complete Cessation of Use within
three (3) days of receipt of such termination notice. Any use of
the Storefront Software subsequent to three days of receipt of
such termination notice under this section is not included within
Licensor's indemnification obligations of this section.
10.3 INDEMNITY OBLIGATION OF LICENSEE. Licensee will indemnify,
defend, hold harmless or, at its sole option, settle any action or
claim brought against Licensor to the extent that it is based upon
a claim that Licensor has infringed any copyright or patent rights
or misappropriated trade secrets in the Cuebic Software. Licensee
will pay any judgment awarded against Licensor that is
attributable to such claim or settlement approved in advance by
Licensee, provided that: (i) Licensor promptly notifies Licensee
in writing of such a claim or any threat thereof, (ii) Licensor
grants Licensee sole control of the defense and settlement of such
claim, and (iii) Licensor provides Licensee with all assistance,
information and authority reasonably required for the defense and
settlement of the claim at Licensee's expense. Licensee shall not
be responsible for damages or costs under any settlement or
compromise made without its consent. Licensor may retain their
own counsel (at its expense) to monitor and/or participate in the
defense and settlement of such a claim.
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10.4 SOLE REMEDY. THE PROVISIONS OF THIS SECTION 10 SET FORTH EACH
PARTY'S SOLE AND EXCLUSIVE OBLIGATIONS AND REMEDIES, WITH RESPECT
TO ANY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL
PROPERTY RIGHTS OF ANY KIND.
11. LIMITATION OF LIABILITY
11.1 LIMITATION OF LIABILITY. IN NO EVENT SHALL A PARTY ("LIABLE
PARTY") BE LIABLE TO ANOTHER PARTY, WHETHER IN AN EQUITABLE,
LEGAL, OR COMMON LAW ACTION ARISING UNDER OR RELATED TO THE
AGREEMENT AND ARISING UNDER ANY THEORY OF LIABILITY INCLUDING
CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING
NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE,
EXCEED THE AMOUNT OF THE FEES RECEIVED BY THE LIABLE PARTY UNDER
THIS AGREEMENT DURING THE MOST RECENT EIGHTEEN (18) MONTH PERIOD.
11.2 NO CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL LICENSOR BE LIABLE FOR
ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY
KIND AND HOWEVER CAUSED (INCLUDING NEGLIGENCE), INCLUDING BUT NOT
LIMITED TO LOSS OF PROFITS OR BUSINESS INTERRUPTION EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING
THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
11.3 NO LIABILITY ARISING FROM DATA. LICENSEES HEREBY AGREES THAT
LICENSOR SHALL NOT BE LIABLE FOR ANY PRICING, AVAILABILITY, OR
OTHER ERROR CONTAINED IN ANY COLLEGE STORE DATA, COURSE
INFORMATION OR OTHER DATA, INCLUDING ADVERTISING AND PROMOTIONAL
INFORMATION, PROVIDED TO AUTHORIZED USERS.
11.4 FORCE MAJEURE. Neither party shall be liable for any delay or
failure to perform its obligations and services hereunder for
causes that are beyond its reasonable control except for the
payment of monies. For illustrations purposes, and without
limiting the generality thereof, such causes shall include, but
are not limited to, acts of nature, floods, fires, loss of
electricity or other utilities, lack of Licensees support
necessary for the timely provision of Services, or delays by
Licensees in providing any required information, personnel, or
performing any other obligation hereunder.
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12. EXCLUSIVITY, NON-COMPETE, SOLICITATION OF EMPLOYMENT
12.1 EXCLUSIVITY.
12.1.1 BY LICENSOR. During the Term of this Agreement,
Licensor shall not license the use of the Storefront
Software to any third party for the purpose of allowing
such third party to provide Web Storefronts to College
Stores without the prior written consent of Licensees,
except as otherwise allowed herein.
12.1.2 BY LICENSEES. Licensees hereby agree that the use of
College Store Course Information as licensed herein and
the advertising administration services provided herein
are exclusive relationships between Licensor and
Licensees. Therefore, during the Term of this
Agreement, Licensees shall not assist, directly or
indirectly, a third party in creating, maintaining or
supporting a commerce enabled Web site for College
Stores and shall not permit any third parties to provide
the advertising administration for a Web Storefront as
set forth in Section 2.11.2 herein, provided that, if
this Agreement is not renewed pursuant to Section 8.2,
licensees may, upon receipt of a non-renewal notice
pursuant to that section, independently on its own or
with the assistance of a third party, design and develop
software to create, support and host commerce enabled
Web sites to be used for the promotion and sale of
College Store Products after termination of this
Agreement.
12.2 LIMITED COVENANT NOT TO COMPETE. Because the receiving Party will
have access to and become acquainted with the Confidential
Information of the disclosing Party, the unauthorized use,
disclosure, or dissemination of which may cause irreparable harm
and significant injury to the disclosing Party, and because of
each Party's substantial investment in providing the Web
Storefront services to College Store and for providing the
exclusive relationships established herein, each Party agrees
with, and represents to, the other Party that, except as otherwise
allowed in this Agreement, it does not (as of the Effective Date)
and shall not during the Term of this Agreement anywhere in the
world: (i) render directly or indirectly through an entity owned
or partially owned by any Party, or any member thereof, services
to any College Store whereby College Store Products are sold or
offered for sale by a College Store through a Web Site; or (ii)
provide such services for or on behalf of any third party, either
directly or indirectly through an entity owned or partially owned
by a Party, or any member thereof.
12.3 SCOPE. Each party specifically agrees that the covenants in this
section are an integral part of this Agreement and these covenants
shall be specifically enforceable by the other party and its
successor and assigns. Each party acknowledges that the
limitations as to time, geographical area, and scope of activity
restrained as set forth in the limited covenant in this section
are reasonable and do not impose a greater restraint on it than is
necessary to protect
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the integrity of the proprietary information and the goodwill and
other business interest of the other party, as well as the
competitive benefit of engaging the other party. If for any reason
the covenants stated in this section are deemed unenforceable by a
court or other adjudicative body, the parties specifically request
such court or adjudicative body to reform the covenants as to make
them enforceable and, as so reformed, enforce them to the maximum
extent permitted by law.
12.4 EFFECT OF TERMINATION/NON-RENEWAL. If the parties mutually agree
to terminate or not renew this Agreement as provided in Section 8,
then the Limited Covenant provided for in this section shall not
apply and each party shall be free to compete with the other
party. If either party causes this Agreement to terminate by such
party's material breach of the Agreement, then such party agrees
not to compete with the other party pursuant to Section 12.2 above
for a period of one year from the date of the termination of this
Agreement. The parties agree that the exercise of this section
caused by one party's material breach of the Agreement shall not
waive or otherwise limit any legal or equitable rights and
remedies of the non-breaching party.
12.5 NO SOLICITATION. During the Term of this Agreement and for a
period of one (1) year thereafter, each Party agrees not to
directly or indirectly hire, solicit, nor attempt to solicit the
services of another Party's employee, contractor or former
employee within six (6) months of employment termination from a
Party without the prior written consent of the non-soliciting
Party. Violation of this provision shall entitle the
non-soliciting Party to assert liquidated damages against the
soliciting Party equal to one hundred (100) percent of the
solicited person's gross annual compensation. The Parties agree
that the damages caused to a Party by breach of this provision is
difficult, or impossible to determine and the amount set forth
above is a reasonable estimation of the damages the non-soliciting
Party would incur.
12.6 DATA EXCHANGE UPON TERMINATION. Upon termination of this
Agreement for any reason, each party shall, upon request by a
Subscribed College Store, make available data, in a tab delimited
electronic format, for the twelve month period preceding
termination of this Agreement to the extent such data is
available. The data subject to this provision is: (1) Course
Information, (2) College Store Data, and (3) transaction
information for sales of College Store Products.
13. ESCROW OF SOFTWARE
13.1 DEPOSIT OF SOFTWARE. Within 30 days from the execution of this
Agreement or the date that the software is available for license,
whichever is later, Licensor shall deliver the Storefront Software
provided by Licensor under this agreement to an escrow agent under
a separate agreement between Licensor and such escrow agent.
Licensor shall further deposit updates to the Software on an as
needed, or periodic, basis.
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13.2 PAYMENT OF ESCROW AGENT. Licensees hereby agrees to pay any and
all fees required by such escrow agent under the aforementioned
agreement. Licensees further agrees Licensor's obligation to
deposit Storefront Software to such escrow agent is contingent
upon Licensees payment of the applicable fees.
14. RELEASE FROM ESCROW
14.1 PROCEDURE. In the event of an occurrence of the type requiring
the escrow agent to release the Software to Licensees, Licensees
shall send, by national overnight courier service, to both escrow
agent and Licensor, a signed and notarized affidavit declaring
that an event of default has occurred under the terms of this
Agreement such that the Software should be released to Licensees
and reciting the basis for such default in detail. Licensor
shall, thereupon, have 14 days to notify the escrow agent in
writing that such event has not occurred or is contested. The
escrow agent shall not release the Software until resolution of
such dispute. A lack of a timely response by Licensor shall be
deemed as Licensor's agreement to release the Software to
Licensees, which release shall occur within 30 days after receipt
of Licensees' affidavit by the escrow agent.
14.2 RELEASE EVENTS. Licensees shall be entitled to request release of
the Software under the following circumstances:
14.2.1 Licensor permanently ceases to conduct business, except
in the instance where a majority of the Licensor's
assets or issued stock are purchased or otherwise
transferred to another entity where Licensor's rights
under this Agreement are assigned or otherwise
transferred to another entity pursuant to Section 14.5
of this Agreement; or
14.2.2 Licensor is adjudged insolvent or bankrupt and Licensor
has failed to be reorganized under applicable bankruptcy
laws.
14.3 Upon release of the Software in accordance with the Escrow
Agreement, Licensees shall have the right to use the Software,
including without limitation, the right to use the Software in
source code form and to modify and create derivative works of the
Software, for the sole purpose of continuing the benefits afforded
to Licensees under this Agreement or to support and provide
maintenance to Licensor's customers and Licensees's fee payment
obligations pursuant to this Agreement shall end. Licensees shall
be obligated to maintain the confidentiality of the released
Software.
15. MISCELLANEOUS
15.1 AMENDMENTS IN WRITING. This Agreement shall not be amended unless
in writing signed by each party. All changes to this Agreement
shall be made by written
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amendment and any alterations made on the Agreement document
itself shall be of no force or effect.
15.2 NOTICES. Any notice required under the Agreement shall be given
in writing and shall be deemed effective upon delivery to the
party to whom addressed. All notices shall be sent to the
applicable address specified in Section 4.5 hereof or to such
other address as the parties may designate in writing.
15.3 SEVERABILITY. If any term or provision of this Agreement is
determined to be invalid or unenforceable for any reason, it shall
be reformed rather than voided, if possible, to achieve the intent
of the parties to the fullest extent possible. In any event, all
other terms and provisions shall be deemed valid and enforceable
to the maximum extent possible.
15.4 ASSIGNMENTS. It is understood that this Agreement is personal to
the parties, and accordingly neither this Agreement nor any duty,
obligation, right or interest herein may be assigned or
transferred without the prior express written consent of the other
party, which consent shall not be unreasonably withheld, provided
however that no such consent shall be required for assignment to a
successor to a majority ownership of the assigning party's
business or assets. It shall be reasonable for either party to
object to the assignment of any duty, obligation, right or
interest herein to a direct competitor of such party, as
reasonably determined by such party. Any assignment in violation
of this section shall be void and without effect.
15.5 ARBITRATION.
15.5.1 Any dispute or claim arising out of or in connection
with this Agreement shall be settled by binding
arbitration in Xxxxxx County, Texas, or as mutually
agreed by the parties, under the Commercial Arbitration
Rules of the American Arbitration Association ( the
"AAA") by three (3) arbitrators appointed in accordance
with such rules. Each party shall select an arbitrator
according to such AAA rules, provided that each party
shall selects one of the arbitrators and the two chosen
arbitrators select the third arbitrator. Judgment on
the award rendered by the arbitrators may be entered in
any court having jurisdiction thereof. The parties
agree to adopt reasonable procedures, including limited
discovery and use of an expedited scheduling order, to
expedite the resolution of any dispute as may be
implemented by the arbitrators.
15.5.2 Notwithstanding the arbitration provisions of this
section, either party may obtain an injunction,
provisional, or ancillary remedies from a court of
competent jurisdiction before, after, or during the
pendency of arbitration. The exercise of a remedy shall
not waive any rights of either party to resort to
arbitration.
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15.6 GOVERNING LAW AND VENUE. THE AGREEMENT AND ANY RELATED ACTION
SHALL BE GOVERNED AND INTERPRETED BY THE LAWS OF THE STATE OF
TEXAS EXCEPT FOR THE CONFLICT OF LAWS PROVISIONS THEREOF. SUBJECT
TO SECTION 14.5, VENUE FOR ANY ACTION ARISING UNDER THIS AGREEMENT
SHALL BE IN SOLELY IN STATE OR FEDERAL COURTS LOCATED IN AUSTIN,
TEXAS.
15.7 NO WAIVER. The failure of a party to enforce any provision of
this Agreement or any Schedule hereto shall not constitute a
waiver of such provision, remedy, or the right of such party to
enforce such provision or any other provision.
15.8 RELATIONSHIP OF PARTIES. The parties are independent contractors
and nothing in the Agreement shall be deemed to make a party an
agent, employee, partner or joint venturer of the other. Neither
party shall have authority to bind, commit, or otherwise obligate
the other party in any manner whatsoever.
15.9 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and
supersedes all proposals and prior discussions and writings
between the parties with respect thereto.
15.10 RIGHT TO ENGAGE THIRD PARTIES. Licensor shall have the right to
use third parties in performance of its obligations and Services
hereunder and, for purposes of the Agreement, all references to
Licensor or its employees shall be deemed to include such third
parties.
15.11 COUNTERPARTS. This Agreement may be signed in one or more
counterparts, each of which is an original for all purposes but
all of which taken together constitute only a single instrument.
15.12 COMPLIANCE WITH LAW. Licensees hereby certifies that it shall not
directly or indirectly export, re-export, transship, or transmit
the Storefront Software, or any portion thereof, or related
information, media, or products in violation of United States laws
and regulations. In addition, Licensees agrees to comply with all
applicable laws, regulations, and ordinances relating to its
performance under this Agreement.
15.13 NO ADDITIONAL, INCONSISTENT TERMS. The terms and conditions of
any purchase order or other document issued by Licensees in
connection with this Agreement which are in addition to or
inconsistent with the terms and conditions of this Agreement shall
not be binding on Licensor.
15.14 RESERVATION OF RIGHTS. Each party reserves all rights not
specifically granted herein.
15.15 HEADINGS. Headings and subheadings are for reference purposes
only, have no substantive effect, and shall not enter into the
interpretation hereof.
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15.16 INTEGRATION. This Agreement incorporates this Software License
and Services Agreement and Schedules that reference this Agreement
and are mutually agreed upon in writing by authorized
representatives of the parties.
15.17 EFFECT OF CONFLICTING TERMS. In the event of a conflict between
the terms and conditions of the Software License and Services
Agreement and any Schedule thereto, the terms and conditions of
the Software License and Services Agreement shall prevail.
By signing below, each party acknowledges that it has read, understands, and
agrees to the terms of this Agreement
xxxxxxxxxxxxxx.xxx, Inc.:
By: September 17, 1999
------------------------------
Signature Date
/s/ Illegible
---------------------------------
Name
/s/ CEO
---------------------------------
Title
National Association of College Stores
By: September 15, 1999
------------------------------
Signature Date
/s/ Xxxxx X. Xxxxxxx
---------------------------------
Name
/s/ Chief, Staff Officer
---------------------------------
Title
NACS/CourseWeb, L.L.C.
By: September 15, 1999
------------------------------
Signature Date
/s/ Xxxx X. Swisker
---------------------------------
Name
/s/ Managing Director
---------------------------------
Title
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SCHEDULE A
TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT
FEES AND EXPENSES
Al. LICENSE FEES. As part of the consideration for the licenses granted
herein, Licensees have paid Licensor one hundred thousand dollars
($100,000).
A2. LICENSE AND MAINTENANCE FEES. Licensees shall receive sixty percent
(60%) and Licensor shall receive forty percent (40%) of the license and
maintenance fees paid by each Subscribed College Store under College
Storefront Licensees and Services Agreement or similar agreement.
A3. ADVERTISING REVENUE. Advertising revenue received from Advertisements
shall be divided as follows:
a) SALES MADE EXCLUSIVELY BY LICENSEES: Licensees shall receive
seventy percent (70%) of all advertising revenues generated from
advertising sales made exclusively by Licensees under section ___,
and Licensor shall receive thirty percent (30%) of all such
revenues.
b) SALES MADE EXCLUSIVELY BY LICENSOR: Licensees shall receive forty
percent (40%) of all advertising revenues generated from
advertising sales made exclusively by Licensor, and Licensor shall
receive sixty percent (60%) of all such Revenues.
c) JOINT SALES. For advertising revenues generated via joint
advertising sales, the party initiating the sale shall receive
sixty percent (60%) of all such revenues, and the other party
shall receive forty percent (40%) of all such revenues. In the
unlikely event that (1) a sale is jointly initiated or (2) the
initiator of a sale cannot be readily ascertainable, the parties
shall each receive fifty percent (50%) of all such revenues.
A4. TRANSACTION FEES. Licensor shall receive sixty percent (60%) and
Licensees shall receive forty percent (40%) of the Transaction Fees after
payment of fees levied by credit card or processing entities, if any.
Licensor shall bear the costs associated with processing electronic
transactions, except for the payment of bank fees which shall be borne by
the applicable Subscribed College Store. "Transaction Fees" means all
fees, except for license and maintenance fees, collected by Licensees or
Licensor which result from Authorized Use of the Software.
1
SCHEDULE B
TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT
LIST OF LICENSED SOFTWARE
College Store Storefront Module
Course Materials Management Module
College Store Payment Engine
1
SCHEDULE C
TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT
LICENSED TRADEMARKS
LICENSOR TRADEMARKS LICENSED TO LICENSEES
xxxxxxxxxxxxxx.xxx
College Store
Xxxxxxxxxxx.xxx
Shag Magazine
LICENSEES TRADEMARKS LICENSED TO LICENSOR
NACS
National Association of College Stores
CourseWeb
1
SCHEDULE D
TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT
COLLEGE STOREFRONT LICENSE AND SERVICES AGREEMENT
This COLLEGE STOREFRONT LICENSE AND SERVICES AGREEMENT ("Agreement) is
made and entered into as of 1999 ("Effective Date"), by and between CourseWeb,
L.L.C. ("We" or "Us" or "Our") and ____________________ ("You" or "Your"). We
own rights in the Storefront Software and related web site technology which will
enable You to provide a unique Web Storefront on the internet as more fully
described below. You desire to acquire from Us a license under those rights to
use the Storefront Software and obtain related services from Us as more fully
described below. Therefore, we agree as follows:
1. DEFINITION
"Storefront Software" means the object code for internet-based templates and
other programs, and related documentation, that will allow You to create and
operate a unique commerce-enabled internet site for a college store ("Web
Storefront"). The Storefront Software will allow You to create and operate a
Web Storefront where You can (1) post information including information relating
to course schedules, course materials and other store merchandise, (2) post
advertising and other promotional materials on your Web Storefront, and (3)
provide for on-line purchasing ("e-commerce") of course materials and other
merchandise. The Storefront Software includes any upgrades or modifications
made by or on behalf of Us and Web Storefronts created by You.
2. LICENSE GRANT
We grant to You a nonexclusive right to access, display and use the
Storefront Software to create and operate a Web Storefront for your store,
which will allow users of Your Web Storefront to view information and purchase
products from You. Your license is limited to these stated uses or as otherwise
set forth in this Agreement and to the terms and conditions of any on-line
documentation of the service provider for the Storefront Software. In using the
Storefront Software, You are not required to use any particular brand name.
In order for Us to host, maintain and support Your Web Storefront. You
grant to Us a nonexclusive right to use, display and archive any information
that You add to Your Web Storefront, including information on course schedules.
course materials and other store merchandise. You also grant to Us a
nonexclusive license to use and display solely on Your Web Storefront any
trademark, trade name or copyrighted work you add to Your Web Storefront
3. OWNERSHIP AND RIGHTS
Except for the license granted above, neither this agreement nor your use
of the Storefront Software will grant You any rights in the software. The
creator of that software is the exclusive owner of the Storefront Software and
all accompanying intellectual property rights. On the other hand, information
on schedules, course materials and other store merchandise You add to Your Web
Storefront shall belong to You.
4. HOSTING SERVICES
We agree to maintain Your Web Storefront on Our web servers for the term
of this Agreement and to make maintenance and upgrade modifications to Your Web
Storefront from time to time as they become generally available to all
Storefront Software subscribers. As part of this service. We will provide to
You a secure method for processing commerce transactions on Your Web Storefront
As part of this service, We will make commercially reasonable efforts to make
Your Web Storefront available to Internet users approximately 24 hours per day,
to back-up Your Web Storefront on a regular basis, and to store these back-up
materials in a safe and secure environment.
5. TRAINING AND TECHNICAL SUPPORT
We shall provide to You initial and ongoing training and technical
support to enable You to initiate and operate Your Web Storefront. This
training includes written instructions regarding the use of the Storefront
Software and access via telephone and e-mail to Our support staff. In addition,
We will provide assistance in transferring Your information contained in Your
textbook management system to the Web Storefront
6. ADVERTISING AND PROMOTIONS FOR YOUR WEB STOREFRONT
We will also provide to You turnkey advertising and promotional materials
that you may choose to use on Your Web Storefront. You may include Your own
additional advertising and promotional materials on Your Web Storefront, in
addition to those offered by Us.
7. LINKS BETWEEN YOUR WEB SITE AND XXXXXXXXXXXXXX.XXX
We will provide You an opportunity to reciprocally link to and from Your
web site to the xxxxxxxxxxxxxx.xxx home page, to assist in directing internet
traffic to Your Web Storefront.
8. FEES AND PAYMENT
The payment terms and fees to be paid by You are set forth on the current
CourseWeb Payment and Fee Schedule provided to you. The fees may not be
increased for at least six (6) months from the Effective Date of this Agreement
1
Thereafter, We may modify this fee schedule upon 60 days written notice to You.
9. E-COMMERCE TRANSACTION TRADING
We shall have the right to track Your e-commerce transactions on Your Web
Storefront in order to determine the per transaction fees due to Us.
10. CONFIDENTIALITY OF YOUR INFORMATION
Unless you agree to disclosure, we shall keep confidential all
information You provide about Your store operations and customer information.
We shall use Our best efforts to prohibit any use or disclosure of such
information, except as necessary to perform work under this Agreement.
11. TERM AND TERMINATION
You agree to create a Web Storefront using the Storefront Software and
operate that Web Storefront for a minimum of six (6) months. After the initial
six (6) month period, You may cancel this Agreement upon 30 days written notice
to Us.
We may cancel this Agreement at any time if. (1) You post content on your
Web Storefront that is lewd, profane, defamatory, libelous or otherwise
objectionable, which is not removed within a reasonable period after You receive
notice of Our objection to the content; (2) We go out of business (3) You are in
default under this agreement and fail to remedy such default within 60 days from
receipt of notice in writing from Us specifying the default; (4) You become
bankrupt or insolvent or Your business is placed into the hands of a receiver,
assignee, or trustee in bankruptcy, whether by voluntary act or otherwise; (5)
by mutual agreement of the parties; or (6) upon 90 days notice.
12. WARRANTY
You warrant that You will not use, display or post on Your Web Storefront
any trademark, trade name or copyrighted work without first obtaining the
express, written authority to do so from the appropriate person or entity.
We warrant that we have no knowledge of any person or entity that has
superior rights in the Storefront Software.
We make no warranty, either express or implied, that the Storefront
Software, other materials, information or services provided under this Agreement
will be free from defects or interruption. WE MAKE NO IMPLIED WARRANTY
REGARDING THE MERCHANTABILITY OR THE FITNESS FOR A PARTICULAR PURPOSE OF
STOREFRONT AND ALL OTHER MATERIALS, INFORMATION, OR SERVICES PROVIDED UNDER THIS
AGREEMENT.
Upon notification of an interruption of service or defects in the
Storefront Software, other materials, information, or services provided under
this Agreement We shall use Our best efforts to verify and address such
interruptions or defects on a timely basis.
13. LIMITATION OF LIABILITY
You alone arc responsible for the content on your Web Storefront.
Neither We, nor any other service provider for the Storefront Software, will be
responsible for monitoring the content on your Web Site. Thus, neither We, nor
any other service provider for the Storefront Software, will be responsible for
the content displayed on your Web Storefront. In addition, We do not assure or
guarantee that You will achieve any level of success or performance on Your Web
Storefront or that internet access will be provided without interruption. Thus,
neither We, nor any other service provider for the Storefront Software, will be
liable for any damages or harm arising out of an interruption of access to your
Web Storefront via the Internet. Neither We, nor any other service provider for
the Storefront Software, will be liable to You for any damages or harm arising
out of this Agreement, including special incidental, or consequential damages,
arising from breach of warranty, breach of contract, negligence, strict
liability on xxx or any other legal theory. Our maximum liability, and that of
any service provider for the Storefront Software, for any damages relating to
any such claim shall be in the amount of the fees paid under this Agreement for
the twelve (12) months prior to the date of Your claim.
14. MUTUAL INDEMNIFICATION
We shall mutually exonerate, indemnify, and hold each other harmless from
and against all claims. made against the other based upon, arising out of or in
any way related to the conduct or actions of either of us. This shall include
all fees (including attorneys' fees), costs, and other expense incurred in the
investigation of or any defense against any such claim.
2 of 27
15. ENTIRE AGREEMENT/ASSIGNMENT
This Agreement represents the entire agreement by and between the parties
concerning the matters described in this Agreement. The severability,
invalidity, or unenforceability of any provision herein shall not impair the
validity or enforceability of the obligations of any party. You shall not
assign, sublicense or otherwise transfer any of its rights under this Agreement
or the license granted thereby without Our prior written consent.
16. LAW
This Agreement shall be governed by the laws of the State of Ohio.
The parties have each executed this Agreement effective as of the date
above first written.
COURSEWEB, LLC
BY:
----------------------------------
NAME:
--------------------------------
TITLE:
-------------------------------
YOU/SUBSCRIBER
BY:
----------------------------------
NAME:
--------------------------------
TITLE:
-------------------------------
3 of 27
SCHEDULE E
TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT
LIST OF SUBSCRIBED COLLEGE STORES
STORE NAME UNIVERSITY
University of St. Xxxxxxx Bookstore University of St. Xxxxxxx
Northern Kentucky University Bookstore Northern Kentucky University
Collegiate Bookstores at York College City University of New York - York College
Delaware Technical & Community College Bookstore Delaware Technical & Community College
USCA Bookstore University of South Carolina Aiken
University Bookstore Iowa State University
Uconn Co-op University of Connecticut
WCTC Bookstore Waukesha County Technical College
Grinnell College Bookstore Xxxxxxxx College
Xxxxxxx County Community College Bookstore Xxxxxxx County Community College
Pace University Campus Bookstore Pace University
Hawaii Pacific University Bookstore Hawaii Pacific University
Xxxxxx'x Bookstore Kansas State University
Collegiate Bookstores in Xxxxxx College City University of New York - Xxxxxxx X. Xxxxxx
College
Everett Community College Bookstore Everett Community College
Texas Textbooks University of Texas at Xxxxxx
Xxxxxxxx Xxxxx College of Chiropractic Bkstr Xxxxxxxx Xxxxx College of Chiropractic
Collegiate Bookstores at Bronx Community College City University of New York - Bronx Community
College
Collegiate Bookstores in LaGuardia Community College City University of New York - LaGuardia
Community College
Collegiate Bookstores at SUNY Old Westbury City University of New York - Old Westbury
Bismarck State College Bookstore Bismarck State College
Concordia University Bookstore Concordia University
Xxxx'x Bookstore Loyola University of Chicago
Colby Bookstore Colby College
Xxxxxx College Bookstore Xxxxxx College
Xxx College Bookstore Xxx College
Nova Books Nova Southeastern University
R&R Bookstore San Antonio College, Palo Alto College, St.
Philip's College, Northwest Vista College,
University of Texas at San Antonio
Collegiate Bookstores at Mercy College Mercy College
TBC-Palo Alto College Bookstore Palo Alto College
TBC-San Antonio College Bookstore San Antonio College
TBC-St. Xxxxxxxx College Bookstore St. Xxxxxxxx College
1
Collegiate Bookstores at Hostos Community College City University of New York - Hostos Community
College
UOP School of Dentistry Student Store School of Dentistry - University of Pacific
Collegiate Bookstores at Ulster County Community Ulster County Community College
College
Collegiate Bookstores at College of Aeronautics College of Aeronautics
Collegiate Bookstores at Yeshiva University Yeshiva University
TBC-University of Texas at Tyler Bookstore University of Texas at Tyler
Collegiate Bookstores at Monroe College Monroe College
U.N.O. Bookstore University of Nebraska, Omaha
Princeton University Store Princeton University
Xxxxxxxx Books Dartmouth College
Cornell Campus Bookstore Cornell University
Campus Bookstore University of Southern Maine
New York University Book Centers New York University
Vision Computer Services Georgia State University, University of Georgia
at Atlanta
Boomer Book Company University of Oklahoma
That Texbook Place Western Washington University
ProTech Xxxxx, XXX Xxxxx Xxxxxxx University
Rocky top Books University of Tennessee at Knoxville
The Xxxxxxxx X. Xxxxxx Bookstore The College of Xxxxxxx
Xxxx College Bookstore Xxxx College
Tech Bookstore South Dakota School of Mines & Technology
Texas Lutheran University Bookstore Texas Lutheran University
University Store East Stroudsburg University
The University Store Central Washington University
La Sierra University Bookstore La Sierra University
Xxxxxxxx University Bookstore Xxxxxxxx University
Collegiate Bookstores Cardozzo School of Law, Xxxxxxxxx Xxxxx School,
Xxxxx College, New School University, Xxxxxxx
School of Design, Technical Career Institute,
Berkeley College
Auraria Book Center University of Colorado at Denver, Metropolitan
State College of Denver, Community College of
Denver
Spartan Bookstore San Xxxx State University
WWU Tech Bookstore West Virginia University Institute of
Technology
XXX Bookstore Humboldt State University
Xxxx'x Bookstore City Colleges of Chicago
Westmont College Bookstore Westmont College
XxXxxx Book Store Kent State University
2 of 27
TBC-Northwest Vista College Bookstore Northwest Vista College
CU Book Store University of Colorado at Boulder
Xxxxxxx Bookstore San Xxxx State University
Xxxxx College Bookstore Xxxxx College
Houston Baptist University Bookstore Houston Baptist University
Xxxxxxxxxxx Xxxxxxx University Bookstore Xxxxxxxxxxx Xxxxxxx University
University Bookstore Texas A&M University-Corpus Christi
MCTC Bookstore Minneapolis Community and Technical College
Bookstore - Sonoma State University Sonoma State University
Allegheny College Book Store Allegheny College
NIACC Bookstore North Iowa Area Community College
Bearkat Books Xxx Houston State University
Lemox Book Co. Pensacola Junior College, University of West
Florida
Century Bookstore Century College
New Mexico Junior College Bookstore New Mexico Junior College
Exeter Bookstore Xxxxxxxx Exeter Academy
University Store Central Missouri State University
College Bookstore Xxxx Arundel Community College
Principia College Bookstore Principia College
Clearyinghouse Bookstore Xxxxxx College
The Evergreen State College Bookstore The Evergreen State College
St. Mary's Campus Store St. Mary's College of Maryland
Northwest State Community College Northwest State Community College
Waldorf College Bookstore Waldorf College
The College Bookshelf Michigan Technological University
University Bookstore University of Georgia
Baptist Bible College Bookstore Baptist Bible College and Seminary
3 of 27
SCHEDULE F
TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT
LIST OF EXISTING LICENSEES ADVERTISING RELATIONSHIPS
1
