Software Licensing Agreement - Multicosm Ltd. and Computing Products & Services Inc.
SUBJECT TO CONTRACT
SOFTWARE LICENSING AGREEMENT
BETWEEN
MULTICOSM LTD
- and -
Computing Products & Services Inc
--------------
relating to articles known as
Microcosm and Mobile Assistant
Reference No:-
MCMUSL01
<PAGE> 2
CONTENTS
Recital
Clause Title
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<TABLE>
<S> <C>
1 Definitions
2 Grant
3 Commencement and Duration
4 Supply of Know-How
5 Technical Assistance
6 Restrictions on the Licensee
7 Confidentiality
8 Duties of the Licensee as Distributor
9 After Sales Service
10 Warranties
11 Quality Control
12 Consideration
13 Accounts
14 Payment
15 Patents
16 Marking
17 Assignment, Sub-licensing, Transfer and Variation
18 Prior Termination
19 Effect of Termination or Expiry
20
</TABLE>
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<TABLE>
<S> <C>
20 Force Majeure
21 Notices
22 Arbitration
23 Waiver
24 Proper Law
25 Validity of Agreement
26 Alteration of the Agreement
27 Implied Terms
28 No Authority
29 Counterparts
</TABLE>
Schedule: Parts 1-12
<PAGE> 4
THIS AGREEMENT is made the 7th day of Dec. One thousand nine hundred
and ninety five BETWEEN
(1) Multicosm Ltd, Town Quay House,
7 Town Quay, Southampton SO14 2PT (hereinafter called "the
Licensor") and
(2) CPSI, a company organised and existing under the laws of
the State of Virginia in the United States of America with its
registered office at 12701 Fairlakes Circle, Suite 550, Fairfax, VA
22033 and its principal place of business at same as above (the
"Licensee")
WHEREAS
The Licensor is the sole licensee from the University of
Southampton of intellectual property relating to articles known as
Microcosm, a hypermedia programming system, and has been granted the
rights to sublicense this intellectual property.
The Licensee wishes to manufacture, use, lease and sell
articles made in accordance with the said intellectual property and
the Licensor is willing to grant the right to the Licensee to do so
upon the terms and conditions hereinafter contained.
NOW IT IS HEREBY AGREED as follows
1. DEFINITIONS
In this Agreement unless the context requires otherwise:
<PAGE> 5
1.1 "Article" means any article or device incorporating the
Intellectual Property or any part thereof
1.2 "Articles sold" means all and any Article(s) sold, leased put
into use by or otherwise disposed of by the Licensee or any
sub-licensee and all references to "sell", "sale", "sold" or
similar shall be construed accordingly where the context so
requires or admits.
1.3 "Group" means the Licensee and any holding or subsidiary
company of the Licensee and any other subsidiary company of
the holding company or the Licensee all within the meaning of
Section 736 of the Companies Act 1985.
1.4 "Manufacturing Territory" means USA & future Worldwide mfg.
locations.
1.5 "Exclusive Territory" means the territory or territories (as
constituted at the date hereof) specified in Part 1 of the
Schedule at the end of this Agreement.
1.6 "Non-Exclusive Territory" means the territory or territories
(as constituted at the dated hereof) specified in Part 2 of
the Schedule.
1.7 "Field of Use" means the technical fields specified in Part 3
of the Schedule.
1.8 "Effective Date" means the date specified in Part 4 of the
Schedule.
1.9 "Patents" means the patents and applications for patents
specified in Part 5 of the Schedule.
1.10 "Copyrights" means all copyrights in works relating to
Articles, including the Software specified in Part 6 of the
Schedule.
1.11 "Know-How" means technical know-how, technical data, designs,
experience, knowledge, specifications, drawings, plans,
process sheets, procedure books, operating and instruction
manuals and such other technical and production information
and documentation which relates to the manufacture of
Articles, including that specified in Part 7 of the Schedule.
1.12 "Net Invoiced Selling Price" means the total amount invoiced
to purchasers or lessees (as appropriate) of Articles (and
where Articles are incorporated into or sold together or with
any other device Articles shall in each case be invoiced
separately) less
(i) haulage, packing costs, returns, allowances and insurance
(ii) normal quantity and trade discounts and rebates actually
allowed
<PAGE> 6
(iii) sales and excise taxes (including Value Added Tax) and
duties payable by the seller.
1.13 "Royalty Payment Date" means the 31 March, 30 June, 30
September and 31 December in each year and the date of
termination of this Agreement (whether by affluxion of time or
otherwise).
1.14 "Up Front Fee" means the capital sum specified in Part 8 of the
Schedule.
1.15 "Royalty" means in respect of each Article which is sold by or
on behalf of the Licensee pursuant to this Agreement
(including any Article sold incorporated into any other
article) a royalty calculated upon the Invoiced Price of that
Article at the rate or rates specified on Part 9 of the
Schedule.
1.16 "Minimum Royalty Payment" means the sum specified in Part 10
of the Schedule.
1.17 "Term" means the period of time after the Effective Date
specified in Part 11 of the Schedule.
1.18 Headings and commas are inserted for convenience only and
shall be ignored in construing the terms of this Agreement.
1.19 In construing this Agreement words importing the singular
shall include the plural and vice versa if the context so
permits.
1.20 References to clauses are to clauses of this Agreement,
references to sub-clauses are to sub-clauses of the clause in
which the reference appears and references to the Schedule are
to the Schedule to this Agreement.
2. GRANT
Subject to the terms and conditions of this Agreement the Licensor
hereby grants to the Licensee under the Know-How (disclosed or to be
disclosed hereunder), Trade Marks, Patents and Copyrights during the
continuance of this Agreement with effect from the Effective Date or
(if later) the date of disclosure of the same by the Licensor to the
Licensee:
2.1 a non-exclusive licence to manufacture Articles in
the Manufacturing Territory.
2.2 a non-exclusive licence to sell in the Non-Exclusive
Territory Articles so manufactured by the Licensee.
<PAGE> 7
3. COMMENCEMENT AND DURATION
This Agreement shall come into force on the Effective Date and subject
to prior determination as provided in clause 24 shall continue in
force until the expiration of the Term PROVIDED THAT either party may
by giving to the other not less than twelve (12) months' written
notice expiring at or before the expiration of the Term request
negotiations as to an extension of this Agreement but any such
extension and the terms thereof shall be subject to agreement by both
parties.
4. SUPPLY OF KNOW-HOW
4.1 Subject to the provisions of sub-clauses 3 and 4 the Licensor
shall so soon after this Agreement become effective as the
Licensee may reasonably require supply to the Licensee such of
the Know-How as the Licensor may at that time have in its
possession relating to the manufacture of Articles as the
Licensor may in its opinion reasonably think necessary.
4.2 Subject to the provisions of sub-clauses 3 and 4, during the
continuance of this Agreement the Licensor shall also from
time to time supply to the Licensee, as the Licensor may
reasonably think necessary, additional Know-How which may come
into the possession of the Licensor which shall relate
specifically to improvements or modifications to Products.
4.3 The Licensor shall not be bound to disclose or provide to the
Licensee any Know-How or other data which is not in the
possession of the Licensor or which the Licensor is precluded
from disclosing or which would or might result in the
violation of the laws of any territory.
4.4 All Know-How referred to in sub-clauses 1 and 2 in documentary
form shall be supplied in one copy free of charge from which
two (2) only other back-up copies may be taken.
5. TECHNICAL ASSISTANCE
5.1 During the continuance of this Agreement and subject to the
Licensor's other commitments, to the personnel that the
Licensor has available and to sub-clause 3, the Licensor
shall, if the Licensee so requests make available to the
Licensee at times to be mutually agreed, the services of a
consultant to advise and instruct the Licensee in the
manufacture of Articles; the Licensee shall pay the Licensor
at the rate set out in Part 12 of the Schedule for each day of
the consultant's absence from the Company plus all travelling,
hotel, residential and other expenses, any such payments to be
made to the Licensor on the following Royalty Payment Date.
6. RESTRICTIONS ON THE LICENSEE
6.1 The Licensee shall not manufacture or assemble any Articles
elsewhere than in the Manufacturing Territory.
6.2 The Licensee shall restrict exploitation of hereunder licensed
Articles to the technical fields of application set out in
Part 3 of the Schedule.
<PAGE> 8
6.3 The Licensee shall not without the Licensor's prior written
consent supply or otherwise dispose of any Articles otherwise
than by way of sale.
6.4 The Licensee shall not without the Licensor's prior written
consent manufacture or sell or be concerned or interested in
any way in the manufacture or sale of any products similar to
or of the same kind, nature or purpose as or such as are
capable of competing with Articles within one year of the
effective date of this agreement.
6.5 The Licensee shall immediately refer to the Licensor all
enquiries received by the Licensee, or by its distributors and
sales agents (if the Licensee has knowledge of these) relating
to the sale or supply of Articles for use in any area outside
the licensed territories.
7. CONFIDENTIALITY
7.1 All Know-How and other information, documents, experience and
knowledge proprietary to the Licensor supplied by or on behalf
of the Licensor under or pursuant to or in contemplation of
this Agreement shall be treated as confidential and shall be
used solely to enable the Licensee to manufacture Products in
accordance with this Agreement and during the continuance
thereof; the documents whilst in the possession of the
Licensee shall be at the Licensee's risk and the Licensee
hereby undertakes with the Licensor for the safe custody
thereof.
7.2 The Licensee shall ensure that no Know-How or other
information, documents, experience or knowledge as aforesaid
are disclosed without prior written consent of the Licensor to
any person except to responsible officers, technicians or
employees of the Licensee and shall take all responsible steps
and precautions to ensure that any such persons to whom such
Know-How and other information, documents, experience or
knowledge is disclosed are themselves bound by a prior written
undertaking in terms similar to those contained herein to keep
and will keep such Know-How and other information documents,
experience and knowledge confidential PROVIDED THAT consent
as aforesaid shall not be required in respect of Know-How:
7.2. 1 which become a matter of public knowledge other than
through the fault of the Licensee or a person to whom
the same was disclosed by the Licensee or
7.2.2 which the Licensee can prove was known to the
Licensee at the time of its disclosure to the
Licensee or have been taken by the Licensee.
7.2.3 which is required to be disclosed in any legal
proceedings provided that all reasonable legal means
of preventing disclosure have been taken by the
Licensee
7.3 If the Licensee hires any sub-contractors for the purpose of
the manufacture of any Products the Licensee shall take all
necessary reasonable steps and precautions to ensure that any
such subcontractors to whom such Know-How or other
information, documents, experience or knowledge as aforesaid
is disclosed are themselves bound by a prior written
undertaking in terms similar to those contained herein to keep
and will keep such Know-How or other information, documents,
experience and knowledge completely confidential at all times
thereafter. The Licensee is bound
<PAGE> 9
by the provisions of this paragraph for a period of 1 year
after termination of the agreement.
8. DUTIES OF THE LICENSEE AS DISTRIBUTOR
The Licensee shall use its best endeavour to promote and extend
sales of Articles throughout the licensed territories and in
particular shall:
8.1.1 work diligently to obtain orders for Articles by
personal visits, circularising, advertising and all
other means available to it.
8.1.2 use the Licensor's name only in conjunction with its
appointment under this Agreement and in carrying out
its duties hereunder but then only in relation to
Articles and with a clear reference that Articles are
manufactured under licence from the Licensor.
8.1.3 employ staff trained in the operation, demonstration
and repair of Articles.
8.1.4 immediately bring to the Licensor's attention any
improper use in the territory which the Licensee may
suspect of the Know-How, Patents, Copyrights or any
other intellectual property rights of the Licensor.
9. AFTER SALES SERVICE
The Licensee shall supply an after-sales service to customers for
Articles of such a reasonable standard as to maintain the Licensor's
reputation in the licenced territories.
10. WARRANTIES
10.1 The Licensor hereby represents and warrants to the Licensee
that the Articles conform to the Licensor's published
specifications and that the Licensor has the full power and
right to enter into this agreement with the Licensee.
(a) Limits. The above warranty is in lieu of all other
warranties, whether express, implied or statutory, including
but not limited to any warranty of merchantibility of fitness
for a particular purpose or otherwise with respect to the
Articles.
(b) Damages. In no event shall the Licensor be liable for any
consequential, incidental, indirect, exemplary or special
damages, whether in contract or in tort, related to the
Articles with respect to this Agreement. The Licensee, by
acceptance of the Licensed Rights granted herein, assumes all
liability for, and shall indemnify and hold the Licensor
harmless from and against any and all consequences arising in
connection with the sale, distribution, use or misuse of the
Articles by the Licensee, his Sublicensees, Affiliates of the
Licensee, Customers or Third Parties.
10.2 Right. Each Party hereto warrants that it has the right to grant
any rights, licenses and assurances granted or to be granted.
10.3 Disclaimer. Data and Information and related information
heretofore or hereafter disclosed by the Licensor to the
Licensee shall be accurate to the Licensor's knowledge and
belief, but the Licensor makes no warranty of any kind
whatsoever, either express or implied, as to the accuracy of
such information relating to any patents or any or all of the
said methods, techniques, processes, information, knowledge,
know-how, trade practices and any secret data communicated to
the Licensee.
<PAGE> 10
10.4 Warranty for Product Media. The Licensor warrants to the
Licensee that the medium on which a Product is furnished by the
Licensor under this Agreement is free of defects in materials
and workmanship, under normal use, for a period of ninety (90)
days after the Delivery Date of such Product ("Media Warranty
Period"). If the medium is defective, the Licensor will replace
it at no charge if is returned before the end of the Media
Warranty Period. The foregoing is the Licensee's sole and
exclusive remedy for breach of warranty by the Licensor for the
Product medium.
11. QUALITY CONTROL
The Licensee shall maintain a standard of quality reasonably
acceptable to the Licensor.
12. CONSIDERATION
12.1 In consideration of the licences and rights hereby granted
under the Know-How, Patents, Copyrights and of the other
information supplied and to be supplied hereunder the Licensee
shall pay to the Licensor:
12.1.1 the Up Front Fee as specified in Part 8 of the
Schedule and
12.1.2 the Royalties as specified in Parts 9 and 10 of
the Schedule
12.2 If any Article is sold or supplied by or on behalf of the
Licensee to any person, firm, corporation (public or private),
partnership or association which is associated directly or
indirectly with the Licensee so as not to be an arm's length
transaction the Invoiced Price thereof shall be deemed to be
the highest invoiced price of the same or any similar product
previously charged by the Licensee in the same year to
customers not associated with the Licensee (or, if none, a
reasonable commercial price for an arm's length transaction).
13. ACCOUNTS
13.1 The Licensee shall keep full and true records and accounts of
all Articles manufactured or sold or supplied or otherwise
disposed of by or on behalf of the Licensee.
13.2 The Licensee shall within one month after each Royalty Payment
Date supply to the Licensor in duplicate true copies of the
accounts referred to in sub-clause l which relate to the
period of three months ending on that Royalty Payment Date and
commencing on the immediately preceding Royalty Payment Date
(or in the case of the first accounting period the Effective
Date) together with a statement showing the amounts due to the
Licensor for Royalty over that period calculated in accordance
with Clause 12; the statement and all copy accounts supplied
to the Licensor hereunder shall bear the reference number on
the front of this Licence Agreement.
13.3 The Licensor may at its own expense at any time and from time
to time designate a representative to examine or audit the
accounts kept by the Licensee pursuant to this clause and all
other documents books or records which may be necessary or
appropriate with a view to determining or verifying the monies
due to the Licensor under this Agreement and the Licensee
shall give that
<PAGE> 11
representative all such access and facilities not more than
twice in a given year in connection with the examination or
audit as the representative may reasonably require.
14. PAYMENT
14.1 The Licensee shall pay and remit or cause to be remitted the
Up Front Fee to the Licensor within seven days of the
execution of this Agreement subject to any conditions noted in
the Schedule.
14.2 The Licensee shall pay and remit or cause to be remitted to
the Licensor any amount due to the Licensor in respect of
Royalty for each period ending with a Royalty Payment Date in
accordance with and at the same time as it delivers (or ought
to have delivered) to the Licensor the statement and copy
accounts required to be delivered under the sub-clause 13.2.
14.3 If the amount paid and remitted or caused to be paid and
remitted by the Licensee to the Licensor in respect of Royalty
during any four consecutive periods commencing on the first
Royalty Payment Date shall be less than the Minimum Annual
Royalty Payment the Licensee shall make up the final amount
for that twelve month period to that amount.
14.4 All sums payable and remitted by the Licensee under this
Agreement shall be paid and remitted subject to tax deductions
required to be made under the law of the Licensee's Territory
PROVIDED THAT the Licensee shall use its best endeavours to
procure that any such deductions do not exceed the minimum
required by any such law and that the Licensee shall in each
case furnish the Licensor with an appropriate official
certificate of deduction of tax.
14.5 Where any payments provided for under this Agreement remain
unpaid and unremitted for one month from the date upon which
they became due the Licensee shall, if so requested by the
Licensor, immediately cease to manufacture and sell any
Articles.
14.6 Without prejudice to any other rights which it may have
hereunder, the Licensor shall be entitled to charge the
Licensee and the Licensee shall pay and remit to the Licensor
interest on any sums found due but not paid in full on their
due date at the rate of two per centum (2%) per month (or part
thereof) calculated from the due date until date of payment in
full.
15. PATENTS & COPYRIGHT
15.1 The Licensee shall promptly notify the Licensor if:-
- Any infringement of the Patent Rights come to the
attention of the Licensee.
- Any suit should be commenced or threatened by any third
party against the Licensee arising out of its
exploitation of the Patent Rights herein.
15.2 In either of the events mentioned in clause 15.1 the parties
shall promptly discuss the situation to determine if and how
far the infringer shall be proceeded against or the suit
defended and which party or parties shall defray the expense
in either case.
15.3 All fees, costs, charges and expenses connected with the
Patent Application(s) and the renewal fees
<PAGE> 12
necessary to keep the Patent(s) in force shall be borne and
paid by the Licensor.
16. MARKING
The Licensee shall attach, emboss, affix or otherwise display in a
permanent manner and in a prominent position to each Article
manufactured by it hereunder the inscription "Manufactured under
licence from Multicosm Ltd" together with the appropriate Patent
Numbers. Likewise copyright text and software shall be provided with
the Licensor's copyright claim where appropriate.
17. ASSIGNMENT, SUB-LICENSING, TRANSFER AND VARIATION
17.1 The licences herein granted are personal to the Licensee which
shall not be entitled to cede, assign or otherwise transfer
the benefit of the same or to grant to any other person
whatsoever or suffer or cause the same to be assigned or
otherwise transferred to any party unless that party has at
that time a majority ownership in the Licensee's company
(whether on any amalgamation with or merger into any other
company or body corporate or otherwise howsoever) any
sub-licences or similar rights thereunder or (without the
prior written consent of the Licensor) to sub-contract the
manufacture of Articles.
17.2 This restriction is however in no way intended to restrict the
right of the Licensee to sell Articles through their own
Licensees, VARs and their respective VARs.
18. PRIOR DETERMINATION
18.1 If either party commits or knowingly permits any breach of any
of the terms of this Agreement notice to this effect may be
given to that party by the other together with the request
that the breach insofar as it can be remedied shall be
remedied and that insofar as it is incapable of being remedied
adequate compensation shall be made within a period of three
months thereafter; if the breach is not remedied and/or
adequate compensation is not made within the said period of
three months then the party aggrieved may give to the other
written notice terminating this Agreement forthwith.
18.2 Notwithstanding anything hereinbefore contained either party
may by written notice to the other terminate this Agreement
forthwith in any of the following events namely:-
18.2.1 if the other party becomes insolvent or if any motion
is made for the compulsory liquidation or winding up
of the other party or if it be voluntarily wound up
other than a voluntary winding up for the purpose of
a bona-fide reconstruction to which the first party
shall have given its prior approval
18.2.2 if a receiver or manager or administrator is
appointed of the whole or substantially the whole of
the undertaking of the other party
18.2.3 if any distress, execution or other process is levied
upon any part of the property or assets of the other
party
18.2.4 if the other party fails to make and remit any
payment due to be made by it hereunder within sixty
days after the same has become due.
19. EFFECT OF TERMINATION OR EXPIRY
<PAGE> 13
19.1 Any termination (howsoever arising) of this Agreement shall be
without prejudice to any claim or right hereunder which may
have accrued or be available to either party before
termination of this Agreement and the continued operation of
relevant clauses.
19.2 The following provisions shall apply immediately on any
termination (howsoever arising) of this Agreement:
19.2.1 all licences granted or agreed to be granted hereunder
to the Licensee shall terminate
19.2.2 the Licensee shall forthwith cease to manufacture or
sell or in any way be concerned or interested in or facilitate
the manufacture or sale of Articles or of any products similar
thereto or of the same kind, nature or purpose or such as are
capable of competing therewith
19.2.3 The Licensee shall return to the Licensor forthwith
of all specifications, working and other drawings and other
information supplied to it hereunder and all documents
containing or disclosing that information in the possession or
control of itself or any agent or sub-contractor of it or of
any third party.
20. FORCE MAJEURE
Subject always to the provisions of clause 17, neither the Licensor
nor the Licensee shall be responsible or liable for any loss, damage,
costs, charges, expenses, detention or delay caused by Act of God,
force majeure, government or legislative action, fire, strikes, civil
or military authority, insurrection or riot, embargoes, lockouts,
tempest, accident, breakdown of manufacturing machinery or delay in
delivery of goods or materials by other persons or by any other cause
whatsoever which is unavoidable or beyond its reasonable control and
shall not in any event be liable for any indirect loss or damage
arising therefrom.
21. NOTICES
Any notice which under this Agreement is to be or may be given by the
Licensor to the Licensee shall be delivered at or sent by express
courier in a prepaid letter addressed to the Licensee's registered
office and any such notice which is to be or may be given by the
Licensee to the Licensor shall be delivered at or by express courier
in a prepaid letter addressed to the Licensor marked for the attention
of the Company Secretary or such other person as may be advised to the
Licensee from time to time, and citing the reference number on the
front of this Agreement, and any notice so sent shall be deemed to
have been given on the third day following the date of sending.
22. ARBITRATION
THE parties hereto hereby agree to submit to arbitration any question
or dispute arising out of or in relation to this Agreement in
accordance with the provisions of the Arbitration Rules of the World
Intellectual Property Organisation or any statutory modification or
re-enactment thereof for the time being in force.
23. WAIVER
Any waiver by either party of any breach of any provision of this
Agreement shall not constitute a waiver of any subsequent breach or
affect in any way the effectiveness of this Agreement.
<PAGE> 14
24. PROPER LAW
This Agreement shall be governed by the Law of the Territory licensed
herein and the Licensee hereby submits to the non-exclusive
jurisdiction of the relevant Courts.
25. VALIDITY OF AGREEMENT
The Invalidity or unenforceability for any reason of any part of this
Agreement or any partial annulment shall not prejudice or affect the
validity or enforceability of the remainder.
26. ALTERATION OF THE AGREEMENT
No variation, amendment, modification or waiver of the terms of this
Agreement shall be of any effect unless the same shall have been
recorded in writing in duplicate and signed on each copy by each of
the parties hereto.
27. IMPLIED TERMS
This agreement embodies the entire understanding of the parties and
there are no promises, terms, conditions or obligations, oral or
written, express or implied other than those written here.
28. NO AUTHORITY
Nothing in this Agreement shall constitute or be deemed to constitute
a partnership between the parties hereto or constitute the Licensee as
agents for the Licensor for any purpose and the Licensee shall have no
right or authority to and shall not do any act, enter into any
contract, make any representation, give any warranty, incur any
liability, assume any obligation whether express or implied of any
kind on behalf of the Licensor or bind the Licensor in any way.
29. COUNTERPARTS
This Agreement has been executed in two counterparts each of which
shall be deemed an original.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement in
manner binding upon them the day and year first before written.
POSITION HELD
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SIGNED BY : [SIG] 7 Dec 95 Director, Multicosm Ltd.
----------
for and on behalf of THE LICENSOR
in the presence of:-
[SIG] 12/7/95
SIGNED BY
---------
[SIG] 12/7/95 President
<PAGE> 15
for and on behalf of THE LICENSEE
in the presence of:-
[SIG] 12/7/95
<PAGE> 16
SCHEDULE
Part 1: Exclusive Territory: None
Note: The Licensee desires that Exclusive territory be revisited at a future
date with a view to making this license exclusive to body-worn voice-activated
computers. Should the Licensor wish to give a License to a competing
manufacturer of such equipment before such an agreement is in place, then the
Licensor will review this with the Licensee to provide a reasonable opportunity
to negotiate such exclusivity.
Part 2: Non-Exclusive Territory:
All countries in the world.
Part 3: Field of Use:
Application development for, but not restricted to, equipment and facilities
maintenance and public safety using open hypertext technology.
Part 4: Effective Date:
tbd
Part 5: Patents:
Not applicable.
Part 6: Software:
A special version of Microcosm for Windows Version 3 extended with DXF viewers
and voice activation, and subsequent versions during the currency of this
agreement.
Part 7: Other Intellectual Property:
Copyrights pertaining to the Software and related documentation.
Part 8: Up Front Fee:
1. Purchase of 7 end-user licenses (assumed end-user selling price of $7,995
each) at $3,770 each making a total of $26,390.
2. A fee of $50,000.
Note: a precondition of the above parts of the up-front fee is the approval of
additional bridging finance currently being requested by the Licensee.
3. A further fee of $200,000 within 60 days of the IPO planned for March 1996.
Upon payment of this but not before, the total fee of $250,000 will be deemed
to be applicable to the further sale of end-user licenses at the
currently agreed value accruing to the Licensor.
Note: an end-user license with an assumed selling price of $7,995
entitles the end-user to 2 (two) authoring licenses and 5 (five) run-time
licenses for the software.
Part 9: Royalty:
<PAGE> 17
A royalty will be negotiated so as to provide the Licensee with the right to
provide run-time sublicenses on all manufactured articles. The royalty is
expected to be in the range of $50-60 per unit.
Part 10: Minimum Annual Royalty Payment:
Only to be established in the context of an exclusive license at a future date.
Part 11: Term:
3 (three) years.
Part 12: Consultancy Rate:
$750 per day.