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EXHIBIT 10.19
WORLDTRAVEL TECHNOLOGIES, LLC
AND
TECHNOLOGY LICENSING COMPANY
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SOFTWARE LICENCE AGREEMENT
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XXXXXXXXX WILL & XXXXX
0 XXXXXXXXXXX
XXXXXX
XX0X 0XX
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TABLE OF CONTENTS
1. DEFINITIONS
2. LICENCE TO USE THE SOFTWARE
3. THE LICENSOR'S RIGHTS IN THE SOFTWARE
4. LICENCE FEE, CHARGES AND PAYMENT
5. SOFTWARE WARRANTY
6. INTELLECTUAL PROPERTY RIGHTS INDEMNITY
7. LIMITATION OF LIABILITY
8. TERM, TERMINATION AND EFFECTS OF TERMINATION
9. ESCROW
10. DISPUTE RESOLUTION
11. CONFIDENTIALITY
12. GENERAL PROVISIONS
SCHEDULES
SCHEDULE A - SOFTWARE / PRODUCTS
SCHEDULE B - SUBLICENCE BETWEEN WTT2 AND NEWCO
(i)
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THIS SOFTWARE LICENCE AGREEMENT ("the Agreement") is made on the day
of 2000
BETWEEN
1. WORLDTRAVEL TECHNOLOGIES , LLC, with its principal place of business at
0 X. Xxxxx Xxxxx Xxxxx, Xxxxxxx, Xxxxxxx 00000 ("the Licensor"); and
2. TECHNOLOGY LICENSING COMPANY LLC, with its principal place of business
at 0 X. Xxxxx Xxxxx Xxxxx, Xxxxxxx, Xxxxxxx 00000 ("the Licensee" or
"TLC").
1. DEFINITIONS
1.1 In this Agreement, the following words and phrases have these meanings:
"BTI GROUP means those travel agents which from time to time are party
to a partnership agreement with Business Travel International (BTI), a
Dutch registered company.
"CORPORATE TRAVEL SERVICES" means travel services provided to a
business entity's employees and/or contractors which are paid for or
reimbursed by such business entity, which has contracted directly with
Licensee, a travel agency, web portal, or other entity to provide such
services.
"DELIVERY" (WITH "DELIVER" AND "DELIVERED" BEING CONSTRUED ACCORDINGLY)
means in respect of any Software Release the point in time from which
such Software Release is first used in a live environment with a
Customer, other than a test customer provided always that such Software
shall be deemed to be Delivered 3 months from the date upon which such
Software is first installed by the Licensee;
"ENHANCEMENT" means changes to the Product that provide additional
features and/or functionality, expanding the capabilities of the
Product, or so significantly expand a function as to be considered a
new function.
"ESCROW AGREEMENT" means an agreement for the deposit of the source
code relating to the Software in the form set out in Schedule E of the
Newco Sublicense.
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"GROUP" means in relation to a company, that company and each
subsidiary of the company and its subsidiaries for the time being.
"IMPROVEMENTS" means new functionality that addresses areas that were
not covered in the Initial Software Release for the Product, or so
significantly expands a function as to be considered a new function.
"INTELLECTUAL PROPERTY" means all letters patent, trade marks and
service marks, registered designs, utility models, applications for any
of the foregoing and the right to apply therefor in any part of the
world; design rights, copyrights, topography rights, brand names, trade
names, logos and business names and all or any similar or equivalent
rights arising or subsisting in any country in the world;
"MODIFICATION" means changes to the Product that affect existing
functionality, usually including streamlining processes, revising
screens for clarity and similar changes.
"NEWCO" means Fortdove Limited, a company incorporated in England and
Wales under number 3841799 whose registered office is at 000 Xxxxxxxxxx
Xxxxxx, Xxxxxx, XX0X 0XX.
"NEWCO SUBLICENCE" means the sublicence of the Software granted by the
Licensee to Newco, as permitted by this Agreement, in the form set out
in Schedule B hereto.
"PRODUCT" means a logical grouping of Licensor's Software which is sold
by a specific product name. The Products licensed under this Agreement
are listed in Schedule A to the Newco Sublicense.
"SCHEDULE" means the Schedule(s) attached to and incorporated into this
Agreement.
"SHAREHOLDERS AGREEMENT" means the Shareholders Agreement of on or
about even date entered into between Xxxx Xxxxxxxx plc, Xxxx Xxxxxxxx
Services Limited, WTT UK Limited, WT Technologies Inc, FortDove
Limited, and the Licensee for the establishment and operation of the
Licensee as a joint venture company.
"SOFTWARE" means the Products listed in Schedule A to the Newco
Sublicense and related user and training documentation, including all
Software Releases provided by Licensor from time to time.
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"SOFTWARE RELEASE" means a complete or partial delivery of one or more
Licensor Products, usually on magnetic media but which may be
transmitted electronically at the Licensor's discretion, or otherwise
as agreed between the Parties.
Software Releases shall include:
(a) Initial Software Release - the initial delivery of the
Product(s) licensed hereunder;
(b) Upgrade Release (Upgrade) - changes to the Product(s)
delivered after the Initial Software Release.
(c) Corrective Release (Fix) - changes to the Product(s) delivered
to correct a bug that impairs normal operation of the
Product(s), which may be provided within an Upgrade or under a
support agreement.
"SPECIFICATIONS" means the functional and technical specifications of
the Software, to include those functional and technical specifications
which are to be supplied by the Licensor within 6 months after the date
of this Agreement which shall be in a form and of a standard similar to
those set out in Schedule F of the Newco Sublicense, (if applicable).
In any period during 6 months after the date of this Software Licence
Agreement where a relevant element of Software has no specification
available, the term "Specification" in respect of that element of
Software shall be deemed to refer to the level of performance and
functionality achieved in the corresponding element of Software in use
in the United States in a SABRE environment at that time;
"SUPPORT AND MAINTENANCE AGREEMENT" means the support and maintenance
agreement between WTT and Newco for the maintenance of the Software of
or about even date;
"TERRITORY" means the geographical areas and entities in which and to
which Newco has the exclusive right to provide services using the
Software, as provided in Clause 2 of the Newco Sublicense. Reference to
an entity as a "Territory" confers in itself no grant of rights in
respect of the geographical area in which that entity is based;
"VALUE ADDED TAX" means value added tax as provided for in the UK Value
Added Tax Xxx 0000 of the United Kingdom and any other tax of a similar
fiscal nature whether imposed in the United Kingdom (instead of or in
addition to value added tax) or elsewhere;
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"WORKING DAY(s)" means days when banks in London and Atlanta are open
for business excluding Saturday and Sunday;
"WTT" means WorldTravel Technologies, LLC with its principal place of
business at 0 X Xxxxx Xxxxx Xxxxx, Xxxxxxx, Xxxxxxx 00000.
1.2 In this Agreement, a reference to:
1.2.1 a "subsidiary" or "holding company" is to be construed in
accordance with Section 736 of the UK Companies Xxx 0000 of
the United Kingdom and a "subsidiary undertaking" or "parent
undertaking" is to be construed in accordance with Section
258 of the UK Companies Xxx 0000 of the United Kingdom;
1.2.2 a statutory provision includes a reference to the statutory
provision as modified or re-enacted or both from time to time
before the date of this Agreement and any subordinate
legislation made or other thing done under the statutory
provisions before the date of this Agreement;
1.2.3 a document is a reference to that document as modified from
time to time;
1.2.4 a person includes a reference to a government, state, state
agency, corporation, body corporate, association or
partnership;
1.2.5 a person includes a reference to that person's legal personal
representatives, successors and permitted assigns;
1.2.6 the singular includes the plural and vice versa unless the
context otherwise requires;
1.2.7 a clause or schedule, unless the context otherwise requires,
is a reference to a clause or a schedule of this Agreement.
1.3 The headings in this Agreement do not affect its interpretation.
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2. LICENCE TO USE THE SOFTWARE
2.1 Subject to the restrictions contained in Clause 2.2, the Licensor
hereby grants to the Licensee a perpetual, irrevocable (save as
expressly provided herein), royalty-free licence to use the Software
only to sub-license the Software to Newco on the terms set out in
Schedule B hereto.
2.2 The Licensor agrees to be bound by and to comply with the terms of
Clause 2 of the Newco Sublicense, as if it were named as Licensor
therein.
2.3 The licence and exclusivity granted under this Agreement applies to the
Initial Software Release and all subsequent Software Releases supplied
under this Agreement, including any and all Upgrade Releases provided
by Licensor to Licensee which are accepted by Licensee, which shall
replace the relevant part(s) of the Software previously licensed.
2.4 The Licensor shall provide and license to the Licensee, who may
sublicence the same to Newco, such know-how as the Licensee agrees with
the Licensor shall be provided and licensed in order to install the
Software, commence operation of the systems and implement any new
Product. Each party shall bear all its costs and expenses in any such
provision and licensing of know-how to it by the Licensor unless
otherwise agreed in writing by the Parties.
2.5 The Licensor shall procure that WTT shall provide Newco with technical
support or education services for the Software licensed in this
Agreement to TLC, which is sublicensed to Newco, pursuant to the
Support and Maintenance Agreement.
3. THE LICENSOR'S RIGHTS IN THE SOFTWARE
3.1 The Licensee acknowledges that the Software and all Intellectual
Property rights therein are proprietary to the Licensor or its
licensors and protected by copyright law and international treaty. The
Licensee acquires only the exclusive right to use the Software to
sublicence to Newco as provided for herein under the terms set out in
Schedule B hereto. Except as stated in this Agreement, the Licensor is
not transferring any rights of copyright or ownership of any
Intellectual Property in the Software or related documentation to the
Licensee. Licensor shall at all times retain all rights, title and
interest in the Software related documentation and any derivatives
thereof.
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3.2 The Licensee undertakes not to cause or permit the reverse engineering,
disassembly, or decompilation of the Software, except to reproduce
machine-readable object code portions for backup purposes and
installation of new releases of Software and except as provided under
section 50B of the Copyright, Designs and Patents Xxx 0000 of the
United Kingdom. The Licensee will not copy or permit any of the
Software to be copied by any means, except for bona fide internal
security, installation, or backup purposes as provided under section
50A of the Copyright, Designs and Patents Xxx 0000, or for reasonable
operational purposes (provided always that where copied for such
reasonable operational purposes such copying shall be pursuant to a
reasonable operational requirement upon the Licensee and shall be done
only where strictly necessary and in good faith). Any copies made shall
include all copyright or proprietary notices. The restrictions in this
clause are imposed under penalty of termination but not exclusive of
Licensor's other remedies.
3.3 Copyright subsists in all Software including its documentation and the
Licensee will not delete, remove, alter or conceal any proprietary
marks, notices or restrictions on the Software unless otherwise agreed
in writing between the Parties.
3.4 The Licensee will inform all relevant employees, agents,
sub-contractors and sub-licensees that the Software constitutes the
Licensor's or its licensors' Confidential Information, and that all
Intellectual Property rights in it belong to Licensor or its licensors,
and the Licensee will take all necessary steps to ensure that the
Licensee's employees, agents, sub-contractors and sub-licensees comply
with the provisions of this clause.
3.5 The Licensee agrees to indemnify the Licensor in respect of any losses
or expenses incurred by the Licensor as a result of the Software being
obtained by any third party whether through deliberate misuse of the
Software object codes by the Licensee or through the breach by the
Licensee of this Agreement or through wilful negligence.
4. CONSIDERATION.
For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties herein agree to and accept the mutual
obligations and promises contained in this Agreement.
5. SOFTWARE WARRANTY
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5.1 The Licensor warrants to the Licensee and to Newco that it has the
right to license the Software as provided in this Agreement. The
Licensor warrants that for a period of six months from Delivery of the
Initial Software Release to Licensee, or from the date of Delivery of a
subsequent Upgrade Release only where such Upgrade Release constitutes
a major version release evidenced by the attachment to such Upgrade
Release of a new Product version number ("the Warranty Period"), the
Software shall operate substantially in accordance with the
Specifications including any subsequent Modifications to the
Specifications agreed to by both parties. The Licensor warrants that
upon Delivery to the best of its knowledge the Software shall be free
of any and all "time bombs" or disabling mechanisms and the Licensor
agrees to pay for any data lost as a result of the same. The Licensor
further warrants that its quality testing procedures include testing
for software viruses using such virus testing utilities as are agreed
from time to time. If during the Warranty Period, the Software does not
operate substantially in accordance with the Specifications and if the
Licensor is unwilling or unable to correct all material deficiencies,
incompatibilities, defects or errors identified in the Software within
a reasonable time frame acceptable to both parties, the Licensor may
provide the Licensee with a modified version of the Software that does
not contain such material deficiencies, incompatibilities, defects or
errors. In the event that the Licensor is unable to correct all
material deficiencies, incompatibilities, defects or errors, either
through remedial action or the provision of a new copy of the Software
the Licensor shall be in material breach of this Agreement. Without
prejudice to the other remedies of the Licensee hereunder and
elsewhere, the Licensor shall immediately refund to the Licensee any
related royalty paid by the Licensee for the Software.
5.2 The Licensee shall notify the Licensor in writing of failure of the
Software to operate in substantial conformity with the Specifications
within 10 (ten) Working Days following discovery thereof. Provided that
the Licensee notifies the Licensor of such failure prior to expiration
of the Warranty Period, the Licensor will investigate and take
corrective action in respect of material non-conformities as
expeditiously as is possible in the circumstances. If any Software
fails to operate in accordance with the Specifications, the Licensor
will use all reasonable efforts to correct the Software so that it will
operate substantially in accordance with the Specifications. If the
Licensor determines that the reported error non-conformity is not due
to any error or defect in the Software supplied by the Licensor and is
not due to any other fault or negligence of the Licensor or its
supplier, the Licensee shall compensate the Licensor for its services
on a time and materials basis at the Licensor's reasonable rates.
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5.3 Licensor further warrants that the disks (if any) on which the Software
is provided will be free from defects in materials and workmanship
under normal use and service during the Warranty Period.
5.4 This clause constitutes the only warranty provided by the Licensor in
respect of the Software and the Licensor's obligations set out in this
Agreement replace all undertakings, guarantees, and warranties, express
or implied, in law or otherwise, including any warranty of satisfactory
quality or fitness for a particular purpose, which the Licensee must
have sole responsibility for determining. Without prejudice to the
warranty given by the Licensor hereunder, the Licensee acknowledges in
this connection that:
(a) The Software cannot be tested in advance in every possible
operating combination and environment;
(b) It is not possible to produce Software known to be error-free
in all circumstances;
(c) Not all errors can be rectified.
5.5 The Licensor shall not be liable to the Licensee or Newco for any claim
or defect arising from (i) any alteration or modification of any
Software which is not provided or approved by Licensor; (ii) problems
with the Licensee's equipment or with other software not provided by
Licensor; or (iii) any other cause beyond Licensor's control.
5.6 EXCEPT AS EXPRESSLY PROVIDED IN THIS CLAUSE, NO EXPRESS OR IMPLIED
WARRANTY IS MADE BY LICENSOR WITH RESPECT TO THE PRODUCTS, ANY SOFTWARE
RELEASE, THE DOCUMENTATION OR ANY OTHER MATTER, INCLUDING WITHOUT
LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR
PURPOSE. WITHOUT PREJUDICE TO THE WARRANTY GIVEN IN CLAUSE 5.1 THAT THE
SOFTWARE WILL OPERATE SUBSTANTIALLY IN ACCORDANCE WITH THE
SPECIFICATIONS, AS THE SAME MAY BE MODIFIED BY AGREEMENT, THE LICENSOR
DOES NOT WARRANT THAT ALL ERRORS IN THE SOFTWARE CAN OR WILL BE
CORRECTED.
5.7` The Licensee warrants to the Licensor that it will treat the Software
as Confidential Information (as provided in Clause 11).
6. INTELLECTUAL PROPERTY RIGHTS INDEMNITY
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6.1 Subject to the terms of this clause, and at the Licensor's own expense,
the Licensor will defend or cause to be defended or, at the Licensor's
option, settle any claim or action brought against the Licensee or
Newco in respect of any claimed infringement of any Intellectual
Property right by the Software ("Claim"). Subject to the other
conditions of this clause, the Licensor will indemnify the Licensee and
Newco against any liability, damage or expense with respect to any
Claim, provided that the Licensee or Newco:
(a) Notifies the Licensor promptly in writing of the Claim
immediately on becoming aware of it;
(b) Grants sole control of the conduct of the defence, settlement
or appeal of the Claim to Licensor;
(c) Gives the Licensor complete and accurate information to the
best of its knowledge and full co-operation and assistance to
enable the Licensor to settle or defend the Claim; and
(d) Has complied fully with the terms of this Agreement.
If the Licensee or Newco desire to have separate legal representation
in any such Claim, the provisions of this clause shall not prevent
Licensee's or Newco's participation with Licensor in the Claim,
provided that Licensee or Newco will be responsible for the costs and
fees of its separate legal representation, and provided that Licensor
shall continue to have full control of the conduct of the Claim.
6.2 The Licensor shall have no liability under this clause for any alleged
or actual infringement arising from
(a) The combination of the Software with any other software not
supplied by Licensor; or
(b) The modification or alteration of the Software unless the
modification or alteration was made, supplied or approved
expressly by Licensor.
6.3 If any part of the Software should become the subject of any Claim, or
if a court judgement is made that the Software does infringe, or if the
use or licensing of any part of the Software is restricted, the
Licensor shall, at the Licensor's option and expense:
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(a) either obtain or procure for the Licensee and Newco the right
to continue to use the Software; or
(b) Replace or modify the Software so that it becomes
non-infringing, but substantially functionally equivalent; or
(c) If the use of the Software is prevented by permanent
injunction and neither of the above options (a) or (b) is
reasonably possible or effective, the Licensor shall accept
its return and terminate the Agreement and refund to the
Licensee/Newco an amount equal to the sum paid by the
Licensee/Newco for the Product or Software Release, without
prejudice to any other right the Licensee/Newco shall have
under this Agreement.
6.4 In no circumstances will the Licensor be liable for any costs or
expenses incurred by the Licensee without the Licensor's written
authorisation.
7. LIMITATION OF LIABILITY
7.1 The Licensee agrees that the Licensee has accepted these terms and
conditions in the knowledge that the Licensor's liability is limited
and that the licence fee and charges payable have been calculated
accordingly.
7.2 The Licensor's total liability arising in connection with this
Agreement (including liability for interest and costs) will not exceed
in aggregate the total licence fees paid by the Licensee under this
Agreement and by Newco under the Newco Sublicense except in the case of
liability for death or personal injury caused by the Licensor's
negligence, which will not be subject to a financial limit.
7.3 Except as expressly stated in this clause and elsewhere in this
Agreement, any liability by the Licensor for any breach of this
Agreement will be limited in the aggregate of damages, costs, fees and
expenses to the total licence fees paid or due to be paid by the
Licensee under this Agreement and by Newco under the Newco Sublicence.
For the avoidance of doubt, the limitation contained in this Clause
shall not apply to the indemnity given by the Licensor under Clause 6,
subject to its terms.
7.4 Except as expressly stated in this Agreement, neither the Licensor nor
its officers, employees, agents or sub-contractors shall be liable to
the Licensee in connection with the Licensor's performance of this
Agreement or the Licensee's or Newco's use of the Software. In no event
will the Licensor, its officers, employees, agents or sub-contractors
be liable to the Licensee or Newco for special, indirect or
consequential damages
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arising out of this Agreement or the breach thereof, or arising out of
the Licensee's or Newco's possession of, use of or inability to use the
Software or any part thereof, including but not limited to any damages
for loss of profits or arising from loss of data or unfitness for use
even if that loss or damage was reasonably foreseeable or either party
was aware of the possibility of that loss or damage arising, and
whether such damages are based in contract, tort, negligence, strict
liability or otherwise.
8. TERM, TERMINATION AND EFFECTS OF TERMINATION
8.1 This Agreement shall be effective on the date above written and shall
continue indefinitely unless terminated as provided in this Clause.
8.2 This Agreement shall terminate upon the splitting of the assets of
Newco, as provided under Clause 17.5 of the Shareholders Agreement and
shall be replaced by a non-exclusive license of the Software, to be
granted to the successor company/ies of the relevant assets.
8.3 Any termination of this Agreement will be without prejudice to any
other legal remedies, accrued rights or outstanding liabilities of
either of the parties at the date of termination.
8.4 If this Agreement is terminated for any reason, the Licensee shall
satisfy the Licensor that the Licensee has ceased to use the Software
and has deleted the Software and all copies of any part of the Software
from the Licensee's systems and that the Licensee can no longer
reproduce the Software in any way, and the Licensee shall return to the
Licensor immediately all related documentation or other tangible
property in the Licensee's possession belonging to Licensor, including
all copies of the Products or Software Releases.
8.5 Such provisions of this Agreement as are required to survive its
termination or expiry in order to give full force and effect to the
rights and obligations of the parties hereunder shall be deemed to so
survive.
9. ESCROW
The parties shall use their best endeavours to enter into the Escrow
Agreement in the form set out in Schedule E to the Newco Sublicense
within 30 days of the date of this Agreement, provided that no changes
shall be made to the form of the Escrow
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Agreement save such as are strictly necessary to satisfy the
requirements of Fort Xxxx Escrow Services, Inc. ("Fort Xxxx"), as
contracting party to that document and an extension shall be permitted
to the 30 day period save as is strictly necessary to accommodate the
requirements of Fort Xxxx.
10. DISPUTE RESOLUTION
10.1 INITIAL PROCEDURES: The parties shall make all reasonable efforts to
resolve all disputes without resorting to litigation. If a dispute
arises between the parties, the parties shall each appoint a
representative, who shall work together to attempt to reach an amicable
resolution. The representatives shall use their best efforts to resolve
the dispute or to negotiate an appropriate modification or amendment.
10.2 ESCALATION: Except as otherwise provided in this Agreement, neither
party shall be permitted to bring proceedings against the other (save
for injunctive relief) until the parties' representatives conclude in
good faith that an amicable resolution of the dispute through continued
negotiation is unlikely.
10.3 ARBITRATION: If the parties are unable to reach a resolution of any
matter within the negotiating procedures outlined herein, either party
may submit this matter to arbitration under the Rules of the American
Arbitration Association. If the parties resort to arbitration, no
arbitrator shall be entitled to award punitive damages.
11. CONFIDENTIALITY
11.1 The Receiving Party shall:
11.1.1 keep the Confidential Information confidential;
11.1.2 not disclose the Confidential Information to any person, other
than in accordance with this clause 11, unless it first
obtains the Disclosing Party's written consent; and
11.2.3 not use the Confidential Information for any purpose other
than the performance of its obligations under this Agreement
or, in the case of
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Licensee, the use, management, support, maintenance or
development of the Custom Software, as defined in that
Reciprocal Software Development Agreement of on or about even
date between WTT and Newco..
11.2 The Licensee may disclose Confidential Information to its employees,
the other members of Licensee's Group (and their employees), permitted
sublicensees, and to third parties (and their employees) contracted (or
with whom Licensee is negotiating with a view to contracting) to
provide auditing, hardware or software facilities management, support,
maintenance or development services to any member of Licensee's Group,
to the extent reasonably necessary for the purposes of this Agreement.
11.3 During the term of this Agreement the Licensor may disclose
Confidential Information to its employees and to the Licensor's Group
and its employees to the extent reasonably necessary for the purposes
of this Agreement.
11.4 The Receiving Party shall ensure that each person who receives
Confidential Information pursuant to clause 11.2 (a "RECIPIENT") is
made aware of and is subject to a written obligation to comply with all
the Receiving Party's obligations of confidentiality under this
Agreement as if the Recipient was a party to this Agreement.
11.5 The Receiving Party may disclose Confidential Information where
disclosure is required by law, a court of competent jurisdiction or by
a regulatory body with authority over its business, provided that the
Receiving Party gives the Disclosing Party prior reasonable notice of
the disclosure.
11.6 The obligations contained in this Clause do not apply to Confidential
Information which:
11.6.1 is at the date of this Agreement within or at any time after
the date of this Agreement comes into the public domain other
than through breach of this Agreement by the Receiving Party
or any Recipient;
11.6.2 can be shown by the Receiving Party to the reasonable
satisfaction of the Disclosing Party to have been known by the
Receiving Party before disclosure by the Disclosing Party to
the Receiving Party; or
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11.6.3 subsequently comes lawfully into the possession of the
Receiving Party from a third party.
11.7 For the purposes of this clause, "CONFIDENTIAL INFORMATION" means all
information of a confidential nature disclosed (whether in writing,
verbally or by any other means and whether directly or indirectly) by
one party (the "DISCLOSING PARTY") to the other party (the "RECEIVING
PARTY") whether before or after the date of this Agreement including,
without limitation, any information relating to the Disclosing Party's
products, operations, processes, plans or intentions, product
information, the Software, Intellectual Property Rights, market
opportunities and business affairs or those of its customers, clients
or other contacts. Notwithstanding anything to the contrary contained
elsewhere in this Agreement, the provisions of this Section 11,
Confidentiality, shall survive any termination or expiration of this
Agreement.
12. GENERAL PROVISIONS
12.1 ENTIRE AGREEMENT AND VARIATIONS
This Agreement including the Schedules constitutes the entire agreement
between the parties relating to the Software. Each party confirms that
it has not relied upon any representation not recorded in this
Agreement as an inducement to enter into this Agreement. No variation
of these terms and conditions will be valid unless confirmed in writing
by authorised signatories of both parties. This Agreement shall be
binding upon the successors and assigns of the parties hereto.
12.2 SEVERABILITY
If any of the provisions of this Agreement is judged to be illegal or
unenforceable, the continuation in full force and effect of the
remainder of them will not be prejudiced.
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12.3 WAIVER
No forbearance or delay by either party in enforcing its respective
rights will prejudice or restrict the rights of that party, and no
waiver of any such rights or of any breach of any terms of this
contract will be deemed to be a waiver of any other right or of any
later breach.
12.4 INDEPENDENT CONTRACTORS
The relationship between parties is that of independent contractor.
Neither of the parties is agent for the other, and neither of the
parties has any authority to enter into any contract, whether expressly
or by implication, in the name of the other party, without that party's
prior written consent.
12.5 ASSIGNMENT
Neither party will assign this Agreement or any benefits or interests
arising under this Agreement without the prior written consent of the
other party.
12.6 NOTICES
Notices under this Agreement shall be deemed given when delivered by
hand, on the fifth business day after such notice is deposited in the
mail, registered or certified, return receipt requested, postage
prepaid, or sent via facsimile to the following address:
WTT WTT2
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Attention: [______________] Attention: [_______________]
Either party may change its address by giving the other written notice
of the new address.
12.7 FORCE MAJEURE
12.7.1 If a party (the "Affected Party") is prevented, hindered or delayed
from or in performing any of its obligations under this Agreement by a
Force Majeure Event:
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12.7.1.1 the Affected Party's obligations under this Agreement are
suspended while the Force Majeure Event continues and to the
extent that it is prevented, hindered or delayed;
12.7.1.2 as soon as reasonably possible after the start of the Force
Majeure Event the Affected Party shall notify the other party
in writing of the Force Majeure Event, the date on which the
Force Majeure Event started and the effects of the Force
Majeure Event on its ability to perform its obligations under
this Agreement;
12.7.1.3 the Affected Party shall make all reasonable efforts to
mitigate the effects of the Force Majeure Event on the
performance of its obligations under this Agreement; and
12.7.1.4 as soon as reasonably possible after the end of the Force
Majeure Event the Affected Party shall notify the other party
in writing that the Force Majeure Event has ended and resume
performance of its obligations under this Agreement.
12.7.2 If the Force Majeure Event continues for more than three months
starting on the day the Force Majeure Event starts, a party may
terminate this Agreement by giving not less than 30 days' written
notice to the other party.
12.7.3 In this clause, "Force Majeure Event" means an event beyond the
reasonable control of the Affected Party including, without limitation,
act of God, war, riot, civil commotion, malicious damage, compliance
with a law or governmental order, rule, or regulation , an accidental
breakdown of plant or machinery not due to the negligence of the
Affected Party, fire, flood and storm.
12.8 GOVERNING LAW AND JURISDICTION
This agreement shall be governed by and construed according to the laws
of the State of Georgia of the United States of America, without regard
to its choice of laws provisions.
(SIGNATURES ON NEXT PAGE)
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IN WITNESS WHEREOF the undersigned as duly authorised representatives of the
parties to this Agreement have entered into this Agreement as of the date
written above.
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FOR AND ON BEHALF OF
WORLDTRAVEL TECHNOLOGIES , LLC
Name:
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Date:
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FOR AND ON BEHALF OF
TECHNOLOGY LICENSING COMPANY, LLC
Name:
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Date:
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Schedule A: Software and Products
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SCHEDULE B:
Licence between Technology Licencing Company, LLC and Fortdove Limited
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