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Title: |
License Agreement |
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Date: |
2000 |
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Preview shows 6KB of 63KB total |
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$51 |
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ID: |
#1273961 |
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LICENSE AGREEMENT
-----------------
This License Agreement is made effective this 30th day of June, 2000
(the "EFFECTIVE DATE") by and between ON Technology Corporation, a Delaware
corporation (the "LICENSOR"), having its principal office at 880 Winter Street,
Building Four, Waltham, Massachusetts 02451-1449, and Meeting Maker, Inc., a
company organized under the laws of the Cayman Islands with its principal office
at P.O. Box 219, First Home Tower, British American Centre, George Town, Grand
Cayman (hereinafter referred to as the "LICENSEE").
WHEREAS, the Licensor owns, licenses and supports computer software
known as Meeting Maker, which is a group calendar and scheduling software
product,
WHEREAS, on January 3, 2000, the Licensor and Licensee entered into an
Asset Purchase Agreement, which agreement was amended by that certain First
Amendment to Asset Purchase Agreement as of May 31, 2000 (the "ASSET PURCHASE
AGREEMENT") pursuant to which the Licensee was seeking to acquire (the "ASSET
ACQUISITION") the business conducted by the Licensor relating to the Product
(the "MEETING MAKER BUSINESS"); and
WHEREAS, in connection with the execution and delivery of the Asset
Purchase Agreement, the Licensor and Licensee entered into a Management
Assumption Agreement and First Amendment to Management Agreement (the
"MANAGEMENT AGREEMENT"), dated January 3, 2000 (the "MANAGEMENT ASSUMPTION
DATE") and May 31, 2000, respectively, under which the Licensee has been
managing the Meeting Maker Business; and
WHEREAS, the parties agree that it is in their best interest to
terminate the Asset Purchase Agreement, Management Agreement and all other
agreements related to the Asset Acquisition (the "ASSET ACQUISITION Agreements")
and to enter into this License Agreement; and
WHEREAS, the Licensee wishes to license the Meeting Maker software
product from the Licensor and to assume certain obligations with respect
thereto, and the Licensor is willing to grant a license and certain other rights
to the Licensee in accordance with the terms and conditions set forth in this
Agreement below.
NOW THEREFORE, in consideration of the mutual promises hereinafter set
forth and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledge, the parties hereby agree as follows.
1. Grant of Product Licenses.
1.1 Subject to Licensee's payment of the amounts set forth in Section
4.1 through 4.4 of this Agreement, the Licensor hereby grants to the Licensee a
worldwide, nonassignable, nontransferable (in each case except pursuant to
Section 19 below), nonexclusive license (the "NON EXCLUSIVE LICENSE") to the
Meeting Maker Software as it exists as of the Effective Date of this Agreement
(including but not limited to all source code, object code, trade secrets, know
how, patent applications, copyrights, and licenses and agreements to which
<PAGE>
Licensor is a party, which are utilized with respect to the Meeting Maker
Software) (the "PRODUCT"), for all uses whatsoever and without restriction, in
perpetuity.
1.2 Subject to Licensee's payment of the amounts set forth in Sections
4.1 through 4.5 of this Agreement and the Non Exclusive License granted pursuant
to Section 1.1 of this Agreement, the Licensor hereby grants to the Licensee a
worldwide, nonassignable, nontransferable (in each case except pursuant to
Section 19 below), exclusive license (the "EXCLUSIVE LICENSE") to the Product
for all uses whatsoever and without restriction, subject to the terms and
conditions specified herein, for an initial term of [*] years (the "INITIAL
LICENSE Term"). At the end of the Initial License Term, the Exclusive License
shall be automatically renewed for successive one year periods (each such period
being a "RENEWAL LICENSE TERM"), unless either of the Licensor or the Licensee
provides notice of non-renewal prior to 90 days before the end of the Initial
License Term or any Renewal License Term. For the avoidance of doubt, the
parties explicitly agree that the above-referenced Exclusive License shall apply
to both third-parties and Licensor, and shall prohibit all Licensor and third
party distribution or use of the Product, except as may be specifically agreed
by Licensee.
1.3 If the Licensee reasonably determines that it needs further
documents of transfer or assignment in order to confirm or perfect the rights
granted in Sections 1.1 and 1.2 above or Section 2 below, the Licensor shall
cooperate and use its commercially reasonable efforts in the preparation and
execution of such documents promptly after receipt of written request therefor
from the Licensee.
1.4 The Licensor shall retain all right, title, and interest in the
Product not expressly granted to the Licensee by this Agreement, but shall not
own or have any rights with respect to other software prepared, owned or
licensed from third-parties, by Licensee including, but not limited to
corrections, modifications, upgrades, enhancements and new products insofar as
said software does not incorporate the Product.
1.5 All distribution of the Product by the Licensee or the Licensee's
sublicensees shall be by means of sublicenses (including shrinkwrap or
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