SOFTWARE LICENSE AGREEMENT No. 2005-013 This Software License Agreement ("Agreement") is effective December 12, 2005 (the “Effective Date”) by and between Airbee Wireless, Inc. (“Airbee” or “Licensor”) whose principal office is at: Rockville, Maryland...
Exhibit
10.9
SOFTWARE
LICENSE
AGREEMENT
No.
2005-013
This
Software License Agreement ("Agreement") is effective December 12,
2005
(the
“Effective Date”)
by
and
between
(“Airbee”
or “Licensor”)
whose
principal office is at:
0000
Xxx
Xxxx Xxxxxx
Xxxxxxxxx,
Xxxxxxxx 00000
and
Compel
JSC
(“Customer”
or “Licensee”)
whose
principal office is at:
entr.
29,
bld. 1, ½. Xxxxxxxxxxxxx xxx.,
Xxxxxx,
000000, Xxxxxx
(Collectively
“the Parties”).
WHEREAS,
Airbee
Wireless, Inc. and Compel JSC desire to enter into an Agreement to provide
Compel JSC developed development kit/modules with the Airbee ZigBee (ZNS)
software stack;
THEREFORE,
the
combination of such technologies is expected to have material commercial benefit
to the Parties and the terms herein define the business relationship of the
Parties.
In
consideration of the mutual promises thereby and herein contained and other
good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Definitions.
For
purposes of this Agreement, the following terms shall mean:
(a) "Company"
may include the parent Company of Customer and all affiliates (i.e., any entity
controlling or controlled by Company) as certified in writing by
Company.
(b) “Airbee”
or “Licensor” shall mean Airbee Wireless, Inc.
(c) "Customer"
or “Licensee” shall mean “Compel JSC”.
(d) "Defect"
shall mean an error in the software that result in the Software not performing
in some material respect in accordance with the applicable
Documentation.
(e) "Documentation"
shall mean all material included within the licensed products and the entire
user, technical, and training guides (in whatever media) associated with the
licensed products, as they may exist from time to time and are provided to
Licensee.
(f) "Licensed
Product(s)" shall mean the software provided to Licensee in object format only
and applicable documentation, which is computer programming code, any Software
Updates and all enhancements and modifications thereto, and access to which
is
provided by Licensor to Customer pursuant to this Agreement. The software is
the
Airbee-ZNS including ZMAC and ZProfiles. The license does not include the
Network Management System (ZNMS).
(g) "Licensed
Users" shall mean users licensed to use the Licensed Products, in accordance
with this Agreement. Licensed Users shall mean Customer.
(h) "Software"
shall mean the Licensed Products.
(i) "Software
Updates" shall mean program updates (including cumulative updates containing
corrections) and new system versions and releases containing enhancements and
modifications to the Licensed Products provided by Licensor pursuant to this
Agreement.
(j) “Confidential
Information”
means
any information: (i) disclosed by one Party (the “Disclosing
Party”)
to the
other (the “Receiving
Party”),
which, if in written, graphic, machine-readable or other tangible form is marked
as “Confidential” or “Proprietary”, or which, if disclosed orally or by
demonstration, is identified at the time of initial disclosure as confidential
and reduced to writing and marked “Confidential” within thirty (30) days of such
disclosure; or (ii) which is otherwise deemed to be confidential by the terms
of
this Agreement.
2
(k) “Deliverable”
means
any tangible material, work or thing delivered by one party to the other and
any
associated documentation.
(l) “Derivative
Work”
has
the
meaning ascribed to it under the United States Copyright Law, Title 17 U.S.C.
Sec. 101 et.
seq.
(m) “Effective
Date”
means
the last date on which this Agreement is executed by the Parties.
(n) “Enhancement”
means
any improvement, upgrade, new version of, enhancement to, fix, extension to,
or
add-on module compatible or interoperable with, or any Derivative Work of,
any
Technology, including any software or hardware.
(o) “Insolvency
Event”
means
any of the following events or circumstances with respect to a Party: (i) such
Party ceases conducting its business in the normal course; (ii) make a general
assignment for the benefit of its creditors; (iii) petitions, applies for,
or
suffers or permits with or without its consent the appointment of a custodian,
receiver, trustee in bankruptcy or similar officer for all or any substantial
part of its business or assets; or (iv) avails itself or becomes subject to
any
proceeding under the U.S. Bankruptcy Code or any similar state, federal or
foreign statute relating to bankruptcy, insolvency, reorganization,
receivership, arrangement, adjustment of debts, dissolution or liquidation,
which proceeding is not dismissed within sixty (60) days of commencement
thereof.
(p) “Intellectual
Property Rights”
shall
mean any or all of the following and all rights in, arising out of, or
associated therewith: (i) all United States and foreign patents and utility
models and applications therefore and all reissues, divisions, reexaminations,
renewals, extensions, provisionals, continuations and continuations-in-part
thereof, and equivalent or similar rights anywhere in the world in inventions
and discoveries including without limitation invention disclosures
(“Patents”);
(ii)
all trade secrets and other rights in know how and confidential or proprietary
information; (iii) all copyrights, copyrights registrations and applications
therefore and all other rights corresponding thereto throughout the world
(“Copyrights”);
(iv)
all industrial designs and any registrations and applications therefor
throughout the world; (v) all rights in World Wide Web addresses and domain
names and applications and registrations therefore, all trade names, logos,
common law trademarks and service marks, trademark and service xxxx
registrations and applications therefore and all goodwill associated therewith
throughout the world (“Trademarks”);
and
(vi) any similar, corresponding or equivalent rights to any of the foregoing
anywhere in the world.
(q) “Airbee
Technology”
means
that Technology of Airbee, including without limitation the Technology, that
was
in existence and was owned by Airbee
prior to
the Effective Date, or exclusively developed and funded by Airbee
after
such date.
(r) “Technology”
means
any or all of the following: (i) works of authorship including, without
limitation, computer programs, source code and executable code, whether embodied
in software, firmware or otherwise, documentation, designs, files, records,
data
and mask works; (ii) inventions (whether or not patentable), improvements,
and
technology; (iii) proprietary and confidential information, including technical
data and customer and supplier lists, trade secrets and know how; (iv)
databases, data compilations and collections and technical data; (v) logos,
trade names, trade dress, trademarks, service marks, World Wide Web addresses
and domain names, tools, methods and processes; and (vi) all instantiations
of
the foregoing in any form and embodied in any media.
3
(s) “Term”
means
the term of this Agreement.
2. Software
License.
(a) Subject
to the terms and conditions in this Agreement and in consideration of the
payments set forth in Exhibit A “License Fee Schedule”, which is hereby
incorporated by reference, Licensor grants to Licensee a non-exclusive,
non-transferable, limited object code license (i) to use the Licensed Products
and (ii) to use the Documentation internally in connection with Licensee's
use
of the Licensed Products.
(b) Licensee
shall not copy the Software or Documentation without the written permission
of
Licensor.
(c) Licensee
shall not (i) reverse engineer any part of the Software, (ii) distribute, sell
or otherwise transfer any part of the Software, (iii) remove the patent,
copyright, trade secret, trademark, or other proprietary protection legends
or
notices that appear on or in the Software, or (iv) allow the Software to be
used
by anyone other than its employees.
(d) Licensee
agrees that any feedback, comments, suggestions, observations or ideas relating
to the Software (“Feedback”) provided to Airbee by Licensee, shall be licensed
to Airbee on a non-exclusive, perpetual, irrevocable, royalty free, fully paid
up rights basis: (i) to make, have made, use, copy, modify and develop product
incorporating Feedback; (ii) to perform or display, import, transmit,
distribute, license, offer to sell, sell, lease, rent or lend copies of the
Feedback; and (iii) to sublicense to third parties the aforementioned rights,
including the right to sublicense to further third parties.
3. End
User
The
end
user of the Software shall be the Licensee’s customer/client. The Software
Product is to be installed into the Compel JSC product prior to delivery of
the
Compel JSC product to said end user. However, this shall not prevent field
firmware upgrades to be done by Licensee’s customer/client.
4. Software
Support
(a) Licensor
will provide, on an as-needed basis, upon a written request and purchase order
by Licensee, and during regular business hours, customer support relating to
the
Licensed Products at a rate of $180 per hour per Licensor consultant, plus
reasonable expenses incurred by Licensor, in accordance with Exhibit B, which
is
hereby incorporated by reference [not
proposed as part of this agreement].
In
order to facilitate services pursuant to this Section 5, Licensee agrees (i)
to
cooperate fully with Licensor's reasonable requests for information, personnel
and time necessary to provide such services, (ii) to provide all information
and
assistance reasonably required by Licensor to detect, simulate and correct
Defects, and (iii) to complete proper Defect determination procedures specified
from time to time by Licensor.
4
(b) All
support services, if any, performed by Licensor will be performed by mutual
consent of the Parties pursuant to a separate agreement and a mutually agreed
upon scope of work.
(c) Any
support provided by Licensor pursuant to this Section 5 is subject to all fees
due from Licensee having been paid.
(d) All
Services shall be performed in a good and workmanlike manner. Licensor will
use
reasonable efforts to perform the Services according to its estimates and time
schedules but causes beyond Licensor's control may cause delays in implementing
the Services. Such causes may include changes to Licensee's business plans
or
practices, or Licensee's alteration of project plans, resource commitments,
or
specifications.
(e) Licensor
may subcontract the performance of any of the Services. Licensor shall be
responsible for all performances under this Agreement by its subcontractors,
and
any references to "Licensor's personnel" shall be deemed to include any
subcontractor or any subcontractor's personnel.
5. Maintenance.
(a) During
the Term of this Agreement, Licensor shall be responsible to provide Licensee
with access to periodic Software Updates that Licensor makes available at no
additional cost to other customers. The correction of documented Defects shall
be corrected at no additional costs. Any other maintenance services requested
shall be conducted under separate agreement at rates stated in Exhibit B
attached hereto. Licensee shall designate, within ten (10) days after the
Effective Date, one representative (and one alternate) who will be authorized
to
request and receive defect services and is authorized to make decisions on
behalf of Licensee. Licensee may change the designated representative upon
written notice to Licensor.
(b) Licensor
shall not be responsible for correcting (i) Defects in any version of the
Software other than the most recent release of the Software, provided that
Licensor shall continue to support prior releases superseded by recent releases
for a reasonable period sufficient to allow Customer promptly to implement
the
newest release, or (ii) Defects caused by modifications, changes or alterations
to the Software by anyone other than Licensor, by failures to use the Software
in accordance with the Documentation, by malfunction of Customer's equipment
or
by use with other software products not licensed by Licensor.
5
7. Fees
and Payment.
(a) Licensor
shall invoice Licensee on a monthly basis all per unit fees recorded in the
previous month based upon a certified statement from Licensee’s Chief Financial
Officer verifying the number of units shipped, such statement to be dispatched
electronically to the Licensor no later than the 14th business day of the
following calendar month.
(1) In
the
event the Licensor disputes the certified number of units sold, Licensee’s
auditor will be requested to recertify the certified statement. If the auditor
certifies the number of units as being true and accurate, the cost of the audit
will be for the account of the Licensor. If the auditor certifies the number
of
units sold as being greater or lesser than the original certified statement,
then the cost of the audit will be for the account of the Licensee.
(b) In
consideration for granting the license rights and services to
be
provided hereunder, Licensee will pay any applicable royalty fees listed on
Exhibit A to this Agreement. All royalty fee payments are due thirty (30)
calendar days after receipt by Licensee of electronic invoice. Minimum value
of
each invoice is USD 1,000. In case the minimum invoice amount is not reached
in
one month, the due amount shall be accumulated until the minimum amount is
reached. Payments are to be made by wire transfer without deduction for bank
charges or other deductions of any kind whatsoever. Past due amounts will bear
interest of the then-prevailing prime lending rate as determined by the Bank
of
America NA plus 1.5% (one and one-half percent) per month or part thereof,
from
the due date until receipt of payment by Licensor.
(c) If
amounts remain unpaid for fifteen (15) days or more beyond the due date,
Licensor may, at its option, terminate the License, and refuse to perform
additional Services. Licensee agrees to pay all costs and fees incurred by
Licensor in collecting any unpaid amounts. All payments made hereunder are
nonrefundable.
(d) As
further set forth in Section 5 above, Licensee agrees to reimburse Licensor
for
all reasonable out-of-pocket expenses Licensor incurs in providing Service,
but
not limited to, transportation costs, airfare, rental vehicles, lodging, meals,
and incidental charges.
(e) Licensee
shall be responsible for all taxes (including sales, use, property, excise,
value added and gross receipts but not including taxes based on Licensor’s net
income) levied on Software, and/or Services, training and maintenance provided
under this Agreement. Licensee agrees that if any of the foregoing is paid
by
Licensor, Licensee shall reimburse Licensor for the amount paid plus any related
expenses incurred and interest assessed.
8. Proprietary
Rights.
(a) The
Licensed Software, to which access is provided under this Agreement, has
substantial monetary value and has patent, copyrighted and proprietary material
of Licensor. The Software contains trade secrets; inventions, ideas, data,
source and object codes, and other works of authorship protected by copyright
and trade secret laws, and may be the subject of one or more pending patent
applications or issued patents.
(b) Upon
knowledge of any unauthorized possession or use of, or access to, any Software
licensed hereunder, Licensee shall notify Licensor as soon as possible. Licensee
shall promptly furnish Licensor with full details of such situation, assist
in
preventing any recurrence thereof, and cooperate, at Licensor's expense, in
any
litigation or other proceedings reasonably necessary to protect the intellectual
property rights of Licensor and its sublicensors.
6
9. Mutual
Nondisclosure.
(a) Confidential
Information shall mean the (i) Licensed Products and (ii) other information
of
the parties when it is presented in printed, written, graphic, or photographic
or other tangible form (but including information received, stored or
transmitted electronically) and marked as “confidential” or “proprietary” by the
disclosing party. Confidential Information also includes information of the
parties, when presented in oral form, that is summarized as written minutes
or
notes of such oral presentations and which are marked “confidential" or
“proprietary” and provided to recipient within thirty (30) days after the date
of disclosure.
(b) Pursuant
to this Agreement, each party (the "Discloser") may, from time to time, furnish
the other party to this Agreement (the “Recipient”) with certain Confidential
Information. Recipient will use at least the same care to avoid disclosure
of
such Confidential Information as it uses with its own similar confidential
information which it does not wish to disclose, but such standard of care shall
not be less than a reasonable standard of care. The Confidential Information,
including any trade secret, confidential or proprietary information contained
within the Confidential Information, is not to be disclosed to any persons
other
than the employees of Recipient. Confidential Information may, however, be
disclosed to counsel and consultants of the Recipient who have a need to know
and have been instructed that it is Confidential Information. Recipient shall
be
liable for any unauthorized use or disclosure of Discloser’s Confidential
Information by Recipient’s employees, counsel or consultants.
(c) The
nondisclosure obligations of Recipient with respect to any particular portion
of
Confidential Information shall terminate (or shall not attach) when any of
the
following occurs:
(1) It
was in
the public domain at the time of Discloser's communication to
Recipient.
(2) It
entered the public domain through no fault of Recipient subsequent to the time
of Discloser's communication to Recipient.
(3) It
was in
Recipient's possession free of any obligation of confidence at the time of
Discloser's communication to Recipient.
(4) Its
disclosure is required by law, valid subpoena, or court or government order,
provided, however, that Recipient provides prompt notice of such required
disclosure and Recipient shall have made a reasonable effort to obtain a
protective order or other reliable assurance affording it confidential treatment
and limiting its use solely for the purpose for which the law or order
requires.
(d) The
parties agree that a breach of the confidentiality obligations by Recipient
shall cause immediate and irreparable monetary damage to Discloser and shall
entitle Discloser to injunctive relief in addition to all other
remedies.
7
10. Warranties
& Limitation of Liability.
(a) Licensor
cannot guarantee the accuracy or completeness of the Software thereof, and
provides the software stack to Licensee on an “AS
IS”
and
“AS
AVAILABLE”
basis.
Licensor further disclaims liability for any error, defect, or anomaly in the
Software caused directly or indirectly, in whole or in part, by Licensee's
download or installation of any part of the Licensed Products from the media
supplied to Licensee by Licensor or its sublicensors.
(b) Licensor
does not warrant that the functions contained in the Software will meet
Licensee's requirements or that the operation of the Software will be
uninterrupted or error-free. Licensor shall have no responsibility for problems
in the Software which are caused by alterations or modifications made by
Licensee or a third party, arise out of the malfunction of Licensee’s equipment,
or caused by other software products not licensed by Licensor. Licensor makes
no
warranty, express or implied, regarding any Third Party Software or the adequacy
or capacity of any Third Party Software or hardware to attain some or all of
the
performance objectives of Licensee. THE
SOFTWARE IS PROVIDED AND LICENSED “AS IS” AND USE OF THE SOFTWARE IS AT
LICENSEE’S RISK. AIRBEE EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS OR
CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING BUT NOT
LIMITED TO, ANY WARRANTY OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR
PURPOSE AND ANY WARRANTY THAT THE SOFTWARE IS DELIVERED FREE OF ANY THIRD PARTY
CLAIMS BY WAY OF INFRINGEMENT OR OTHERWISE. AIRBEE DOES NOT WARRANT NOR MAKE
ANY
CONDITION OR REPRESENTATIONS THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL
MEET THE REQUIREMENTS OF THE LICENSEE, THAT THE OPERATION OF THE SOFTWARE WILL
BE UNINTERRUPTED OR FREE OF
DEFECTS
OR VIRUS
FREE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FURTHER, AIRBEE DOES
NOT
WARRANT OR MAKE ANY CONDITIONS OR REPRESENTATIONS REGARDING THE USE OR THE
RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF ITS CORRECTNESS, ACCURACY,
RELIABILITY OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY
AIRBEE OR OTHERS SHALL CREATE A WARRANTY, CONDITION OR REPRESENTATION OR IN
ANY
WAY EXTEND THE SCOPE OF THE “AS IS” PROVISION OF THE SOFTWARE. This section
shall survive the termination or expiry of this Agreement.
(c) LICENSOR
WILL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE (i)
CAUSED
BY ERRORS OF OMISSIONS IN THE SYSTEM, (ii)
RESULTING FROM ERRORS IN PACKAGING THE DATA CONTAINED IN THE SYSTEM, OR
(iii)
RESULTING FROM ANY USE OF THE SYSTEM INCLUDING ANY INDIRECT OR CONSEQUENTIAL
DAMAGES.
(D)
LICENSOR WILL HAVE LIABILITY LIMITED TO THE PAID LICENSE FEE FOR A PERIOD UP
TO
24 MONTHS IN THE CASE THE LICENSEE HAS A WARRANTY AGAINST ITS END
CUSTOMER.
11. Waiver
of Indemnification.
Licensor
shall NOT indemnify, defend or hold Licensee harmless from and against any
loss,
cost, damage, liability, or expense (including reasonable legal fees) suffered
or incurred by Licensee in connection with any U.S. patent or any copyright
or
other intellectual property infringement claim by any third party with respect
to the Licensed Products.
8
Licensee
shall not be held responsible for unauthorized use of the firmware (executable
code distributed in modules or for field upgrades) through illegal copying
or by
other means circumventing the code protection by third parties.
| 12. |
Limited
Liability.
|
(a) IN
NO
EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR A MONETARY AMOUNT GREATER THAN
THE TOTAL AMOUNTS PAID IN THE PRIOR 24 MONTHS PURSUANT TO THIS AGREEMENT,
AND
(b) IN
NO
EVENT SHALL LICENSOR BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OR INJURIES
TO
EARNINGS, PROFITS OR GOODWILL, OR FOR ANY INCIDENTAL, SPECIAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES OF ANY PERSON OR ENTITY WHETHER ARISING IN CONTRACT,
TORT
OR OTHERWISE, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
The
limitations set forth in this section shall apply even if any other remedies
fail of their essential purpose.
13. Applicable
Law & Venue.
This
Agreement shall be governed by and construed in accordance to the laws of the
State of Maryland, without giving effect to conflicts of law provisions thereof.
The Partiers unconditionally and irrevocably submit to the exclusive venue
for
any and all disputes involving this Agreement, except actions arising under
the
patent and copyright provisions of the U.S. Code shall be an appropriate court
in the State of Maryland.
14. Term
and Termination.
(a) The
license granted under this Agreement shall remain in effect for an initial
period of one (1) year with an annual license renewal to be negotiated. Licensor
may terminate this Agreement at any time by giving sixty (60) days written
notice to Licensee.
(b) If
either
party materially breaches this Agreement, the other party may give written
notice of its desire to terminate and the specific grounds for termination
and,
if such default is capable of cure and the party in default fails to cure the
default within thirty (30) days of the notice, the other party may terminate
this Agreement. If such default is incapable of cure, such as, for example,
is
the case with improper disclosure of Confidential Information, the other party
may terminate this Agreement immediately upon written notice of termination.
(c) Termination
of this Agreement, or any portion of it, shall not limit either party from
pursuing other remedies available to it, including injunctive relief. Such
termination shall not relieve Licensee of its obligation to pay all fees that
have accrued or are otherwise owed by Licensee under this
Agreement.
(d) Upon
termination, all licenses granted hereunder shall be immediately revoked, and
all Licensed Products, supporting materials, and other Confidential Information
will be returned to Licensor within ten (10) days or, at the request of
Licensor, destroyed and an affidavit supplied to Licensor certifying
destruction.
9
15. Notices.
All
notices and other communications required or permitted to be given under this
Agreement shall be in writing and hand-delivered, or mailed by first-class
mail
postpaid, or sent by an overnight courier with a reliable tracing system, by
one
party to the other as follows:
|
For
Licensor:
|
||
|
0000
Xxx Xxxx Xxxxxx
|
||
|
Xxxxxxxxx,
Xxxxxxxx 00000
|
||
|
Attention:
President & Chief Operating Officer
|
||
|
For
Licensee:
|
Compel
JSC
|
|
|
Entr.
29, bld. 1, ½. Xxxxxxxxxxxxx xxx.
|
||
|
Xxxxxx,
000000, Xxxxxx
|
||
|
Attention:
President
|
Notices
that are mailed shall be deemed to have been given as of the fourth business
day
following the date of mailing and notices that are hand-delivered or sent by
overnight courier are deemed to be given the next business day. Either party
may
change its address for the giving of notice by so notifying the other party
by
ten (10) days prior written notice given in the manner set forth in this
Section.
16. Export
Controls.
Licensee shall not export, re-export, or otherwise transmit, directly or
indirectly, any software, information, data, or other materials received under
this Agreement except as installed in the fully delivered product of Licensee
and in full compliance with all United States and other applicable acts, laws,
and regulations. Licensee shall indemnify, defend and hold harmless Licensor
from any loss, liability, cost or expense (including reasonable legal fees)
related to any action arising from Licensee's failure to comply with this
section.
17. General.
(a) The
waiver of one breach hereunder shall not constitute the waiver of any other
or
subsequent breach.
(b) All
notices shall be in writing and either (i) sent by certified mail, postage
prepaid, return receipt requested or (ii) delivered by courier to the address
written above or such other address as notified in writing to the other party.
Notice shall be deemed to be made on the date received under (i) and date
delivered under (ii).
(c) No
amendments, modifications or supplements to this Agreement shall be binding
unless in writing and signed by the parties.
10
(d) No
action, regardless of form, relating to the subject matter of this Agreement,
may be brought by either party more than one (1) year after the claiming party
knew or should have known of the cause of action.
(e) Neither
party shall be liable for any costs or damages resulting from its inability
to
perform any of its obligations under this Agreement due to a natural disaster,
or actions or decrees of governmental bodies not the fault of the affected
party
("Force Majeure Event"). A Force Majeure Event shall not constitute a breach
of
the Agreement. The party so affected shall immediately give notice to the other
party of the Force Majeure Event. Upon such notice, all obligations of the
affected party under this Agreement which are reasonably related to the Force
Majeure Event shall be immediately suspended, and the affected party shall
do
everything reasonably possible to resume performance as soon as
practicable.
(f) If
any
provision of this Agreement is held to be invalid or unenforceable, such
decision shall not affect the validity or enforceability of the Agreement or
any
of the remaining provisions.
(g) Except
as
provided in this subsection, this Agreement may not be assigned by either party
and any attempted assignment shall be void. However, either party may, upon
written notice to the other party, assign this Agreement to any Affiliate.
Licensor may assign this Agreement in the event of the sale of all or
substantially all of its assets or equity.
(h) This
Agreement, including all terms and conditions and its Attachment(s), is a
complete and exclusive statement of the agreement between the parties, which
supersedes all prior or concurrent proposals and understandings, whether oral
or
written, and all other communications between the parties relating to the
subject matter of this Agreement.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
11
IN
WITNESS WHEREOF,
this
Agreement has been executed as of the date first written above by authorized
representatives of the parties.
| AIRBEE WIRELESS, Inc: | COMPEL JSC, INC.: | ||
| Signature: /s/ E. Xxxxxx Xxxxxx | Signature: /s/ A. Agenorov | ||
|
|
|
||
| Title: President & Chief Operating Officer | Title: Deputy Director | ||
| Date: December 27, 2005 | Date: December 20, 2005 |
12
EXHIBIT
A
Royalty
Schedule
|
Royalty
Per Unit:
|
$0.50
(Fifty Cents) USD per module/dev kit delivered
|
|
|
Maintenance
Fee:
|
No
maintenance provision included
herein
|
This
fee
schedule to be reviewed and negotiated on an annual basis.
| AIRBEE WIRELESS, INC: | COMPEL JSC: | ||
| Signature: /s/ E. Xxxxxx Xxxxxx | Signature: /s/ A. Agenorov | ||
|
|
|
||
| Title: Chief Operating Officer | Title: Deputy Director | ||
| Date: December 27, 2005 | Date: December 20, 2005 |
13
