Software License Agreement [Amendment] - Excalibur Technologies Corp. and Infonautics Corp.
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AMENDMENT
TO
SOFTWARE LICENSE AGREEMENT
BETWEEN
EXCALIBUR TECHNOLOGIES CORPORATION
AND
INFONAUTICS CORPORATION
This addendum modifies the Software License Agreement, dated June 27, 1994,
as amended, between Excalibur Technologies Corporation (hereinafter
"Excalibur"), a corporation organized and existing under the laws of the
state of Delaware, with its principal place of business at 1921 Gallows Road,
Suite 200, Vienna, VA 22182, formerly known as Conquest Software Corporation
and Infonautics Corporation (hereinafter "Infonautics") a corporation
organized and existing under the laws of the state of Pennsylvania, with its
principal place of business at 900 West Valley Business Center, Suite 900,
Wayne, PA 19087.
Now therefore, the parties agree to amend the contract as follows:
1. Add the following:
Appendix A
Licensed Software: RetrievalWare
Number of Users: Unlimited
Authorized Online
Service Applications: Infonautics provided online and/or information
services including but not limited to Electronic
Printing Press EPP, Electric Library and Homework
Helper and all successors and replacements thereto,
excluding CD-ROM based Infonautics products.
Uses: Network or other electronic based means of accessing,
using, distributing or offering the Authorized Online
Service Applications.
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License Period: Twelve (12) years commencing of the effective date of
this Amendment
License Fee: $250,000
(excluding annual
maintenance)
License Fee Payment
Terms: $25,000 Payable to Excalibur, payment terms are Net
30 from the effective date of this Agreement.
$50,000 Payable to Excalibur, payment terms are Net
90 from the effective date of this Agreement.
$175,000 payable to International Software Finance
Corporation according to the terms as specified in
the Installment Payment Agreement, as referenced in
Attachment A of this Addendum between Infonautics
Corporation and Interactive Software Finance
Corporation.
Optional Annual $25,000 per year with a capped annual increase not
Maintenance Fee: to exceed ten percent (10%) per year.
Optional Annual
Maintenance Fee
Payment Terms: Payable to Excalibur, Net 30 days from receipt of
invoice.
Consulting Services: Upon execution of this Agreement, all prior Licensor
service obligations including but not limited to the
Software License dated June 27, 1994 and amended on
April 30, 1996 have been fulfilled in their entirety.
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2. Upon execution of this Addendum, all prior royalty, royalty payment and
license term language in the June 27, 1994 agreement, as amended, shall be
superceded and replaced in their entirety by this Addendum.
IN WITNESS WHEREOF, the parties hereto have signed this Addendum on the 31st
day of January, 1998.
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<CAPTION>
INFONAUTICS CORPORATION EXCALIBUR TECHNOLOGIES
CORPORATION
<S> <C>
By: Ronald A. Berg By: Dan C. Stroman
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Name: Ronald A. Berg Name: Dan C. Stroman
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Title: VP-Finance & Administration Title: Director Customer Accounting
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Date: 1/31/98 Date: 1/31/98
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