EXHIBIT 10.2
LIMITED LICENSE AGREEMENT
-------------------------
Limited License Agreement (this "AGREEMENT"), dated February
20, 2003, by and among LOMBARDIA ACQUISITION CORP., a Delaware corporation which
will be renamed Debt Resolve Inc. (the "COMPANY"), having offices at 000
Xxxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxx Xxxx 00000, XXXXX X. XXXXXXXXX,
an individual residing at 000 Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000
("XXXXXXXXX"), and XXXXXXX X. XXXXXXX, an individual residing at 0 Xxxx Xxxxx
Xxxxx, Xxxxxxxx, Xxx Xxxx 00000 ("XXXXXXX" and, together with Xxxxxxxxx, the
"LICENSOR").
In consideration of the promises and the mutual covenants
herein contained and for other good and valuable consideration which is set
forth herein, the Company and the Licensor hereby agree as follows:
1. CERTAIN DEFINITIONS
As used in this Agreement, the following terms shall have the
respective meanings set forth below:
1.1 "GROSS REVENUES" means all revenues received by the
Company for or on account of the Licensed Usage, including without limitation
the use, sale or distribution of the System, or any software application or
system created pursuant to this Agreement.
1.2 "INTELLECTUAL PROPERTY RIGHTS" means all inventions and
U.S. and foreign patents, copyrights (including without limitation any Licensor
Content as defined below, whether or not copyrightable), trademarks (including
without limitation the Marks (as defined below)), trade secrets, know-how, and
other intellectual property and proprietary rights relating to U.S. Patent No.
6,330,551 issued by the U.S. Patent and Trademark Office on December 11, 2001
for "Computerized Dispute Resolution System and Method," and the exploitation
thereof, together with all patents issuing thereon including re-issues,
re-examinations, patents of addition and any registration or confirmation
patents corresponding thereto, divisions, continuations, continuations-in-part,
substitutions, and changes of applications thereof (collectively, the "Patent"),
whether related to said U.S. and foreign applications directly or through one or
more intervening applications, and whether or not registered or made the subject
of any applications for registration, all of the foregoing subject to the
provisions herein concerning ownership of the Custom Materials (as defined
below).
1.3 "LICENSED USAGE" means the use of the Intellectual
Property Rights to create software and other code enabling an automated system
used solely for the settlement and collection of credit card receivables and
other consumer debt (and specifically excluding without limitation the
settlement and collection of insurance claims, taxes and other municipal fees of
all types, and those rights which have been previously exclusively licensed to
Cybersettle, Inc. in connection with its business) (the "SYSTEM") in the
Territory as hereinafter defined, and the use, marketing and distribution of the
System by the Company.
1.4 "MARKS" means the trademarks, service marks, domain names,
brand names, artwork, logos, graphics, video, text, data and other materials
used or intended to be used by Licensor (including without limitation the
service xxxx DEBTRESOLVE and the domain names xxxxxxxxxxx.xxx and
xxxxxxxxxxx.xxx) to indicate the source of the System in the marketplace.
1.5 "SECURITY ASSET LICENSE" means, collectively, (i) that
certain Limited License Agreement, dated as of June 26, 2002, by and between
Xxxxxxxxx and Security Asset Capital Corporation, a Nevada corporation
("SECURITY Asset"), and the license granted thereunder, and (ii) that certain
Limited License Agreement, dated as of June 26, 2002, by and between Xxxxxxx and
Security Asset, and the license granted thereunder.
1.6 "SYSTEM" means an automated system used solely for the
settlement and collection of credit card receivables and other consumer debt
(and specifically excluding without limitation the settlement and collection of
insurance claims, taxes and other municipal fees of all types, and those rights
which have previously been exclusively licensed to Cybersettle, Inc. in
connection with its business).
1.7 "TERRITORY" means the United States of America, Canada,
United Kingdom and each other country where Licensor owns Intellectual Property
Rights.
2. LICENSE AND OWNERSHIP PROVISIONS
2.1 GRANT OF LICENSE. Subject to the Security Asset License,
the Licensor hereby grants a limited, exclusive, royalty-bearing,
non-transferable license to the Company to utilize the Intellectual Property
Rights, in the Territory only, solely forthe Licensed Usage. The license granted
herein shall not include the right to sublicense without the prior written
consent of Licensor, which consent may be withheld in Licensor's sole
discretion. The rights granted to the Company in this Section 2.1 do not extend
to any individuals, employees, agents, contractors, subsidiaries, parents,
affiliates or persons or entities otherwise related to or affiliated with the
Company, except as provided in Section 8.7 herein.
2.2 OWNERSHIP OF CUSTOM MATERIALS AND LICENSOR CONTENT. All
right, title and interest (including, without limitation, intellectual property
rights) in and to the computer code, software, programs and documentation
developed or created hereunder (including source code and object code), designs,
products, drawings, documentation, information, trade secrets, know-how,
deliverables and other materials made and developed in connection with this
Agreement (the "CUSTOM MATERIALS") shall be jointly owned by Licensor and the
Company, except that Licensor may not use, market, or distribute Custom
Materials for the Licensed Usage or services competitive with the System during
the term of this Agreement, such rights during such term being exclusive to the
Company. The parties hereby acknowledge and agree that any and all corporate
identifiers, brand names, trademarks, service marks, artwork, logos, graphics,
video, text, data and other materials supplied by Licensor in connection with
this Agreement, as well as the domain name or names assigned to the Web Site
(collectively, the "LICENSOR CONTENT") and all rights with respect thereto,
shall remain the sole and exclusive property of Licensor.
2.3 TRADEMARK LICENSE, QUALITY CONTROL. Subject to the terms
and conditions of this Agreement, Licensor grants to the Company an exclusive
license to use the Marks in the Territory during the term of this Agreement
solely for the Licensed Usage, and only in the manner, style and form approved
in advance in writing by Licensor in its reasonable discretion. The Company
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agrees to adhere to such specific reasonable quality control standards that
Licensor may from time to time communicate to the Company with respect to the
Marks. The Company agrees that it will, prior to any use by it, submit to the
Company for its prior written approval samples of all web site content and all
advertising and promotional materials in all media displaying the Marks,
provided that the Company may continue to use any samples that are identical to
any samples previously approved by Licensor in writing without the necessity of
any subsequent approval. Licensor hereby designates Xxxxxxx Xxxxxxx as its
representative to review and approve or reject on its behalf all samples
submitted by the Company for prior approval. Licensor shall have ten (10)
business days in which to approve or disapprove in writing of submitted samples,
after which time Licensor shall be deemed to have rejected the samples. Licensor
shall have the right, in its sole discretion to require that the Company submit
to Licensor reasonable numbers of additional representative samples of any
materials displaying the Marks. If the Company fails to comply with any of the
provisions of this Section, such failure shall be deemed to be a material breach
of the Company's obligations under this Agreement for the purposes of the
termination provisions of Section 5.2 herein.
2.4 TRADEMARK OWNERSHIP ACKNOWLEDGEMENT, CHALLENGES
PROHIBITED; CONTINGENT AGREEMENT TO FUTURE ASSIGNMENT OF THE MARKS. The Company
acknowledges that Licensor owns all right, title, and interest in and to the
Marks and the goodwill associated therewith, and that any use of the Marks by
the Company and any goodwill associated with such use shall inure solely to the
benefit of Licensor. The Company will not, directly or indirectly, object to or
contest the ownership of or use or registration by Licensor or any of their
respective affiliates, successors, licensees or assigns in the Marks worldwide,
nor register, attempt to register, or cause to be registered any xxxx, trade
name, corporate name, or domain name, incorporating the Marks, or any marks or
terms confusingly similar thereto. Licensor agrees to use commercially
reasonable efforts to initiate, prosecute, and maintain appropriate national
registrations for the Marks in the Territory. Licensor further agrees that if
this Agreement remains in full force and effect for a period of three years from
the execution hereof and there has been no uncured material breach of this
Agreement by the Company within said three-year period, Licensor will at such
time assign to the Company all of Licensor's right, title, and interest in and
to the Marks and the business and goodwill appurtenant thereto .
2.5 SCOPE. Licensor reserves for itself all rights not
expressly granted to the Company hereunder. The Company expressly recognizes and
acknowledges that this Agreement does not confer on the Company any ownership
rights in the Intellectual Property Rights, subject only to the limited license
for the Licensed Usage and the joint ownership of Custom Materials as set forth
in this Agreement. Subject to the foregoing sentence, the Company agrees and
covenants that it shall not during the term of this Agreement or thereafter
challenge, contest, or take any actions inconsistent with Licensor's ownership
of the Intellectual Property Rights, including without limitation Licensor's
exclusive right to apply to register (or maintain any application or
registration for) any Intellectual Property Rights in any jurisdiction worldwide
in which Licensor holds or maintains rights or registrations in the Intellectual
Property Rights. The Company, at Licensor's request, will require all employees,
agents, and subcontractors performing services pursuant to this Agreement to
sign writings acknowledging that all right, title, and interest in and to all
Custom Materials created by them under this Agreement is owned jointly by
Licensor and the Company. The Company will require all employees, agents,
affiliates, corporate parents and subsidiaries, subcontractors, and any and all
third parties creating Custom Materials pursuant to this Agreement to sign
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writings acknowledging that all right, title, and interest in and to all Custom
Materials created by them under this Agreement is owned jointly by Licensor and
the Company.
2.6 SYSTEM MAINTENANCE. Licensor agrees to assume
responsibility for the maintenance, operation, hosting, and storage of the
System as it is developed by the Company. In the event that Licensor materially
fails to perform its obligations under this Section 2.6, the Company shall have
the right, upon five (5) business days' prior written notice to Licensor, to
assume and perform such obligations relating to the maintenance, operation,
hosting, and storage of the System. Nothing in this Section 2.6 shall be
construed as modifying any other Section or provision in this Agreement relating
to ownership of Custom Materials or Intellectual Property Rights.
3. ROYALTIES AND PAYMENT
3.1 ROYALTIES, MINIMUM GUARANTEE. As consideration hereunder
by the Company, the Company agrees to and shall pay to the Licensor commencing
on July 1, 2003 a royalty fee of ten percent (10%) of the annual Gross Revenues
attributable to the Licensed Usage of the Intellectual Property Rights in the
Territory by the Company during the term of this Agreement. Notwithstanding the
foregoing, the annual royalty payable by the Company to the Licensor hereunder
for any fiscal year of the Company shall be at least:
(i) Six Hundred Thousand ($600,000.00) Dollars in the aggregate, in the
event that
(A) each of Xxxxxxxxx and Xxxxxxx remains employed, retained
or appointed (as the case may be) as a director and an officer of or
consultant to the Company during such fiscal year, or
(B) that any termination of such employment or retention, as
the case may be, occurred pursuant to Section 7(b)(i), (ii), (iii) or
(v) of:
(I) the Employment Agreement, dated February 20, 2003
and effective as of January 13, 2003, by and between the
Company and Xxxxxxxxx (the "Employment Agreement"), or any
substantially similar clause of any Consulting Agreement that
may be entered into between the Company and Xxxxxxxxx pursuant
to the provisions of Section 7(b)(v) of the Employment
Agreement, or
(II) the Consulting Agreement, dated February 20,
2003 and effective as of January 13, 2003, by and between the
Company and Xxxxxxx (the "Consulting Agreement"), or any
substantially similar clause of any Employment Agreement that
may be entered into between the Company and Xxxxxxx pursuant
to the provisions of Section 7(b)(v) of the Consulting
Agreement (any termination pursuant to this Section 3.1(i)(B)
hereinafter known as a "Valid Termination");
or
(ii) Three Million ($3,000,000.00) Dollars in the aggregate, in the
event that either of Xxxxxxxxx or Xxxxxxx is no longer a director and an officer
of or consultant to the Company at
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any time during such fiscal year, unless any termination of such
employment or retention occurred:
(A) as a result of the voluntary resignation (other than
pursuant to a Valid Termination) of Xxxxxxxxx or Xxxxxxx,
(B) pursuant to a Valid Termination,
(C) pursuant to Section 15(c) of the Employment Agreement, or
any substantially similar clause of any Consulting Agreement that may be entered
into between the Company and Xxxxxxxxx pursuant to the provisions of Section
7(b)(v) of the Employment Agreement, or
(D) pursuant to Section 15(b) of the Consulting Agreement, or
any substantially similar clause of any Employment Agreement that may be entered
into between the Company and Xxxxxxx pursuant to the provisions of Section
7(b)(v) of the Consulting Agreement.
3.2 PAYMENT. Royalties payable hereunder shall be calculated
on June 30th and December 31st of each year during the term of this Agreement,
and shall be paid to the Licensor on or before 45 days after each such June 30th
calculation date and 90 days after each such December 31st calculation date,
together with a complete accounting of such calculations.
3.3 AUDIT. The Company shall, upon written request, during
normal business hours, but not more frequently than twice each calendar year,
provide access to pertinent records relating to revenue received and royalties
payable in connection with the Intellectual Property Rights, to an independent
accounting firm chosen and compensated by the Licensor, for purposes of audit.
Such accounting firm shall be authorized to report to the Licensor only the
amount of royalties due and payable for the period examined.
4. ENFORCEMENT OF INTELLECTUAL PROPERTY
4.1 THIRD PARTY INFRINGEMENT. In the event that the Company
becomes aware that any third party is infringing any of the Intellectual
Property Rights, the Company shall promptly notify Licensor and provide
pertinent details. Licensor shall have the sole right to bring a legal action
for infringement against the third party, together with the right to enforce and
collect any judgment thereon. If Licensor elects to exercise such right, the
Company shall, at Licensor's request and expense, take all appropriate or
necessary actions to assist in the prosecution of such action (including
consenting to be joined as an additional party plaintiff in such action). The
provisions of this Section shall not apply to any Marks actually assigned to the
Company pursuant to Section 2.4.
5. TERM AND TERMINATION
5.1 TERM. This Agreement shall commence on the date hereof and
continue until the expiration of U.S. Patent No. 6,330,551 and any continuations
or continuations-in-part relating thereto, unless sooner terminated in
accordance with the terms of this Agreement.
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5.2 TERMINATION. This Agreement may be terminated by Licensor
at the election of Licensor: (i) upon the material breach or default by the
Company in the performance of any obligations (including, without limitation,
the payment of royalties due to Licensor and/or any breach of the provisions of
Sections 2.2, 2.3, 2.4, 2.5, or 2.6 herein) to be performed by the Company
hereunder, which material breach or default is not cured within thirty (30) days
after written notice of default is given by the Licensor to the Company; (ii) on
or after October 1, 2003 following the Licensor's delivery of written notice of
termination to the Company, if the Company shall not have designed, developed
and produced, on or before September 30, 2003, a fully functional and
commercially usable and operational System that allows the Licensor to undertake
the commercialization of the Intellectual Property Rights as contemplated by
this Agreement; or (iii) at any point (following the Licensor's delivery of
written notice of termination to the Company) after the Licensor, or an
independent accounting firm selected by the Licensor, determines that the Gross
Revenues received by the Company during any complete calendar year during the
term of this Agreement did not (A) exceed $500,000 through December 31, 2004 or
(B) equal or exceed one hundred and ten percent (110%) of the Gross Revenues
received by the Company for the immediately preceding calendar year.
5.3 INSOLVENCY. In the event that the Company becomes
insolvent, or if a trustee or receiver of its property is appointed by any court
of competent jurisdiction for the Company, or if the Company shall make any
assignment for the benefit of creditors, then the license granted herein to the
Company may, at Licensor's option, be terminated immediately upon written
notice.
5.4 TERMINATION BY THE COMPANY. The Company may terminate this
Agreement upon the material breach or default by the Licensor in the performance
of any obligations to be performed by the Licensor hereunder, upon ninety (90)
days' written notice to Licensor, and provided that all royalties and license
fees due to Licensor shall be paid in full prior to such termination.
5.5 EVENTS ON TERMINATION. Upon expiration or termination of
the entirety of this Agreement by Licensor, all rights and privileges granted to
the Company hereunder shall automatically, without the need for further act or
deed on the part of Licensor, revert to and vest in Licensor. The royalty
obligations set forth in Section 3 hereof shall continue in effect following
termination of this Agreement with respect to any revenues that the Company may
continue to collect attributable to the Licensed Usage. Upon expiration or
termination of this Agreement, the Company shall promptly cease the Licensed
Usage, including without limitation all use of all software and materials
created pursuant to this Agreement, and the Company shall cooperate fully with
Licensor to effect the orderly transfer of all of the Company's books, records
and files relating to the Licensed Usage to Licensor or to Licensor's designated
representative, and the orderly transfer of responsibilities with respect to the
Limited Intellectual Property. The Company hereby agrees that, at Licensor's
request, it shall execute all documents necessary to effect such orderly
transfer.
5.6 SURVIVAL. Any provisions of this Agreement which must
survive in order to give effect to their meaning shall survive any termination
or expiration of this Agreement, including without limitation Sections 2.2, 2.4,
and, 2.5 and all provisions pertaining to ownership of the Intellectual Property
Rights. Termination of this Agreement for any reason shall not release any party
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hereto from any liability which at the time of such termination has already
accrued to any other party hereto.
6. REPRESENTATIONS, WARRANTIES, AND COVENANTS
6.1 Licensor represents and warrants to the Company that
Licensor's performance of its obligations under this Agreement is not in
conflict with, and will not result in a breach of or constitute a default under,
any other contract, instrument, rule of law or order of any court or
governmental agency to which Licensor is a party or by which Licensor or its
property is bound.
6.2 The Company represents and warrants to Licensor that the
Company's performance of its obligations under this Agreement is not in conflict
with, and will not result in a breach of or constitute a default under, any
other contract, instrument, rule of law or order of any court or governmental
agency to which the Company is a party or by which the Company or its property
is bound.
6.3 EXCEPT AS SPECIFICALLY CONTAINED IN THIS AGREEMENT, THE
LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED
TO FITNESS FOR A PARTICULAR PURPOSE, THE IMPLIED WARRANTY OF MERCHANTABILITY,
ANY WARRANTIES ARISING FROM A COURSE OF DEALING, AND ANY WARRANTIES THAT THE
INTELLECTUAL PROPERTY RIGHTS (INCLUDING WITHOUT LIMITATION U.S. PATENT NO.
6,330,551) ARE SUFFICIENT TO PROTECT OR ASSERT FOR ANY PURPOSE OR IN ANY FORM
ANY EXCLUSIVE OR NON-EXCLUSIVE RIGHTS IN THE SYSTEM BEING DEVELOPED, MARKETED,
AND DISTRIBUTED BY THE COMPANY PURSUANT TO THIS AGREEMENT.
6.4 The Company hereby represents, warrants and covenants to
Licensor that its performance of its obligations under this Agreement, and
Licensor's realization of the benefit of such performance by the Company under
and as contemplated by this Agreement, does not and will not infringe, violate
or misappropriate any copyright, trademark, service xxxx, trade secret,
know-how, patent or any other intellectual property right or proprietary right
of any third party.
6.5 Each party hereto hereby covenants to the other party
hereto that, during the term of this Agreement, it shall not knowingly take any
action or omit to take any action the taking or omitting of which would render
any of its representations and warranties set forth in this Agreement materially
inaccurate at any time during the term of this Agreement.
7. INDEMNIFICATION.
7.1 Each party agrees to indemnify and hold harmless the other
from and against and in respect of any and all third-party claims, suits,
actions, proceedings (formal or informal), investigations, judgments,
deficiencies, damages, settlements, liabilities, and legal and other expenses
(collectively, "Losses") as and when incurred, arising out of, in connection
with or based upon any act or omission, or alleged act or alleged omission of
the indemnifying party in connection with the acceptance of, or the performance
or non-performance by the indemnifying party of any of its obligations under
this Agreement, except that: (i) in the event of any Losses arising out of or
relating to any threatened or asserted claims that any Intellectual Property
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Rights infringe any intellectual property or proprietary rights owned by one or
more third parties, such Losses shall be indemnified and defended at Licensor's
sole expense unless relating to Marks actually assigned to the Company pursuant
to Section 2.4); and (ii) any Losses arising out of or relating to any gross
negligence or willful misconduct on the part of the party seeking
indemnification shall not be subject to the indemnification obligations of this
Section 7.1.
7.2 The party seeking indemnification shall give the
indemnifying party prompt notice of any claim asserted or threatened on the
basis of which indemnification is being sought from the indemnifying party as
herein permitted; however, the obligations of the indemnifying party under this
Section shall not be conditioned upon prompt receipt of such notice.
8. MISCELLANEOUS
8.1 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the United States and the State of New
York, without recourse to conflicts of law provisions.
8.2 EQUITABLE REMEDIES, CONSENT TO JURISDICTION. The parties
recognize that the unauthorized use, misuse and exploitation or other forms of
infringement by the Company of the Intellectual Property Rights shall result in
immediate, substantial, and irreparable damage to Licensor as to which there may
be no adequate remedy at law. Accordingly, the parties agree that,
notwithstanding anything to the contrary in this Agreement, Licensor shall be
entitled to seek equitable relief to enforce and protect its rights and
properties and/or to seek specific performance of the Company's obligations
hereunder. Each of the parties hereby submits to the exclusive personal
jurisdiction of, and venue and situs in, the United States District Court for
the Southern District of New York (White Plains, New York division) or, if
jurisdiction in such court is lacking, then in the Supreme Court of the State of
New York, County of Westchester, in respect of any action brought pursuant to
this Section.
8.3 NOTICES. All notices required or permitted hereunder shall
be in writing and shall be deemed effectively given: (a) upon personal delivery
to the party to be notified, (b) when sent by confirmed facsimile transmission,
if sent during normal business hours of the recipient; if not, then on the next
business day, (c) five (5) days after having been sent by registered or
certified mail, return receipt requested, postage prepaid, or (d) one (1) day
after deposit with a nationally recognized overnight courier, specifying next
day delivery, with written verification of receipt. All communications shall be
sent to the party to be notified at the address as set forth in the preamble to
this Agreement or at such other address as such party may designate by ten (10)
days' advance written notice to the other parties hereto.
8.4 ENTIRE AGREEMENT. This Agreement contains the entire
agreement between the parties hereto and constitutes the complete, final and
exclusive embodiment of their agreement with respect to the subject matter
hereof, and shall supersede any and all prior oral or written representations,
conditions, warranties, understandings, proposals or agreements between the
parties regarding the subject matter hereof.
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8.5 AMENDMENT AND WAIVER. No provision of this Agreement may
be amended or waived except by a writing signed by all parties hereto. Any delay
or failure on the part of either party to enforce its rights hereunder to which
it may be entitled shall not be construed as a waiver of the right and privilege
to do so at any subsequent time, and no custom or practice of the parties at
variance with the terms hereof shall constitute a waiver of such party's right
to demand strict compliance by the other party with the terms hereof. Waiver by
any party of any particular default by the other party shall not impair such
party's right with respect to any subsequent default of the same or of a
different nature.
8.6 SEVERABILITY. Any invalidity, in whole or in part, of any
provision of this Agreement shall not affect the validity of any other provision
of this Agreement.
8.7 ASSIGNMENT. Licensor may freely transfer or assign its
rights and obligations under this Agreement. The Company may not assign any of
its rights or obligations under this Agreement without the express prior written
consent of Licensor, which consent may be withheld in Licensor's sole
discretion; provided that, in the event of a corporate entity change or change
of control of the Company, the Company may assign its rights under this
Agreement to such new entity upon the Licensor's written consent, which shall
not be unreasonably withheld.
8.8 SUCCESSORS. Subject to the prohibitions against assignment
contained herein, this Agreement shall inure to the benefit of and shall be
binding on the parties hereto and their respective successors and permitted
assigns.
8.9 CONFIDENTIALITY. Any information received by one party
hereto from any other party hereto in the course of the party's exercise of
rights and performance of responsibilities under this Agreement shall be
considered as proprietary to the party furnishing such information, and shall
not be disclosed by the other party to any third party except to the extent that
such information is in or becomes publicly available, was lawfully in possession
of the receiving party prior to its disclosure by the disclosing party, or to
the extent either party may be required to disclose such information to any
government agency, court of law, administrative tribunal or instrumentality.
8.10 FREEDOM OF ACTION. This Agreement shall not be construed
to limit the Licensor's right to grant to third parties any exclusive or
nonexclusive right or license in the Intellectual Property Rights, subject only
to the limited license for the Licensed Usage granted herein. Other than as
expressly provided herein, the Company shall have no right or interest
whatsoever in the Intellectual Property Rights or any service or product of the
Licensor, whether such service or product is conceived or developed by the
Licensor before, during, or after the course of the Licensor's performance of
this Agreement.
8.11 INDEPENDENT CONTRACTORS. The relationship of the Company
and the Licensor established by this Agreement is that of independent
contractors. Nothing in this Agreement shall be construed to constitute, create,
give effect to or otherwise imply a joint venture, partnership, principal-agent
or formal business organization of any kind between or among the parties hereto.
No party hereto shall have any right, power or authority to assume, create or
incur any expense, liability or obligation, express or implied, on behalf of any
other party hereto solely by virtue of this Agreement.
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8.12 HEADINGS. Headings included herein are for convenience
only, do not form a part of this Agreement and shall not be used in any way to
construe or interpret this Agreement.
8.13 COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but both of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
LOMBARDIA ACQUISITION CORP.
(to be renamed Debt Resolve Inc.)
By: /s/ Xxxxxx Xxxxxxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxxxxxx
Title: Chief Financial Officer
LICENSOR:
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------------
Xxxxx X. Xxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx
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