Exhibit 10(aa)(iv)
AMENDMENT TO EXCLUSIVE SOFTWARE LICENSE AGREEMENT
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This is an amendment (the "Amendment") to that certain
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Exclusive Software License Agreement dated as of March 31, 1996
by and between Care Corporation Limited, a company incorporated
in the British Virgin Islands, Warner Insurance Service, Inc., a
Delaware corporation whose name has been changed to Cover-All
Technologies, Inc., and, for certain limited purposes set forth
therein, Cover-All Systems, Inc., a Delaware corporation and a
wholly owned subsidiary of Cover-All Technologies, Inc. (the
"Original Agreement"). Capitalized terms utilized in this Amendment
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and not defined herein shall have the meanings ascribed to them
in the Original Agreement.
WHEREAS, this Amendment is being entered into pursuant
to the terms of a certain Convertible Note Purchase Agreement,
dated of even date herewith, among Cover-All Technologies, Inc.,
Software Investments Limited, a British Virgin Islands
corporation, Atlantic Employers Insurance Company, a New Jersey
corporation, and Xxxxx X. Xxxxxx (the "Note Purchase Agreement").
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NOW THEREFORE, in consideration of the benefits to be
realized by the parties hereto under the Note Purchase Agreement
and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. For purposes of consistency, references to
"WARNER" in Section 2 below are being utilized notwithstanding
that Warner Insurance Services, Inc. has changed its name to
Cover-All Technologies, Inc.
2. Section 4 of the Original Agreement is deleted in
its entirety and the following text is hereby substituted as a
new Section 4 of the Original Agreement:
"4. AGREEMENTS RELATING TO MARKETING EFFORTS. To the
extent set forth in this Section 4, WARNER, Cover-All
and CCL agree to use their commercially reasonable best
efforts to (i) develop and market CARE Software in the
Licensed Territory and (ii) generate License Revenue
and Net Sales. Without limiting the foregoing, WARNER
hereby engages CCL to act as its sales agent with
respect to the CARE Software in the Licensed Territory
until March 31, 1999 (the "Term"). WARNER agrees that
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CCL shall act as its exclusive sales agent during the
Term with respect to (a) the current marketing and
sales prospects identified by letter of even date
herewith from CCL to WARNER, and (b) any prospect with
respect to which CCL engages in marketing and sales
efforts pursuant to this Section 4 and provides prior
written notice thereof to WARNER. WARNER agrees to pay
CCL a sales commission equal to twenty percent (20%) of
Net Sales derived from CCL's efforts as sales agent
during the Term. As a draw against any commissions
payable to CCL, WARNER agrees, during the Term, to pay
CCL, an amount equal to $10,000 per month (which amount
includes all of CCL's costs and expenses), payable no
later than by the 10th day of each such month. The
failure by WARNER to pay such monthly amount, which
failure is not promptly cured by WARNER after notice
thereof from CCL, shall constitute a breach of this
Section 4, which breach shall result in WARNER having a
nonexclusive license of the Licensed Rights thereafter.
CCL shall have the right, as determined in its sole
discretion, to utilize its subsidiaries, other
affiliates, or agents in the performance of its
marketing and sales efforts pursuant to this Section 4.
3. Except as specifically provided herein, the
Original Agreement shall not be otherwise affected by this
Amendment and shall continue to be in full force and effect in
accordance with its terms.
4. Care Corporation Limited ("CCL") represents and
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warrants to Cover-all Technologies, Inc. that (i) CCL has all
requisite corporate power to execute and deliver this Amendment,
(ii) all corporate action on the part of CCL necessary for the
authorization, execution and delivery by CCL of this Amendment
and the performance of all of CCL's obligations hereunder has
been taken, and (iii) this Amendment constitutes a valid and
legally binding obligation of CCL enforceable in accordance with
its terms, subject to laws of general application relating to
bankruptcy, insolvency and the relief of debtors and rules of law
governing specific performance, injunctive relief or other
equitable remedies.
IN WITNESS WHEREOF, the undersigned have entered into
this Amendment as of the 14th day of March, 1997.
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CARE CORPORATION LIMITED COVER-ALL TECHNOLOGIES, INC.
(formerly Warner Insurance
Services, Inc.)
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Authorized Officer Authorized Officer
COVER-ALL SYSTEMS, INC.
By:
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Authorized Officer
