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Engagement Agreement

 

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Title:

Engagement Agreement

Entities:

Affinity Technology Group Inc.

Date:

2006

Size:

Preview shows 5KB of 45KB total

Price:

$43

ID:

#2256580

 

 

► Fee Agreements ► Engagement Agreements
► Financial

 

 

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                              ENGAGEMENT AGREEMENT

--------------------

THIS ENGAGEMENT AGREEMENT (the "Agreement") is made and entered into this
10th day of July, 2006 (hereinafter "Effective Date"), by and between Affinity
Technology Group, Inc., a Delaware corporation ("Affinity"), and
decisioning.com, Inc., a Delaware corporation (the "Company"), on the one hand,
and McBride Law, PC, a California professional company (the "Law Firm"), on the
other.

WITNESSETH:

WHEREAS, all the issued and outstanding capital stock of the Company
currently is owned by Affinity; and

WHEREAS, the Company and Withrow & Terranova, PLLC ("W&T") have entered
into a Legal Representation Agreement, dated May 27, 2003, pursuant to which the
Company has engaged W&T on an exclusive basis to represent the Company in
connection with licensing and enforcing patents owned by the Company; and

WHEREAS, the Company desires to engage the Law Firm to assist the Company
and W&T in connection with the solicitation, negotiation and execution of Patent
Agreements with third parties and related patent litigation; and

WHEREAS, the Company and W&T are concurrently entering into an Amended and
Restated Legal Representation Agreement, dated as of the date hereof (the "Legal
Representation Agreement"), to reflect the terms of the Company's engagement of
W&T following the date hereof; and

WHEREAS, the Company and the Law Firm desire to enter into this Agreement
to set forth the terms and conditions of the Company's engagement of the Law
Firm;

NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as
follows:


SECTION I

DEFINITIONS

1.1 "Patents" shall mean the U.S. patents listed in Appendix A and their
corresponding non-U.S. counterparts, and all reissuances, re-examinations,
continuations, continuations-in-part, and divisionals, of all of the
aforementioned, if any.

1.2 "Patent Agreement" shall mean an agreement entered into after the date
hereof under which the Company grants a license to all or a subset of the
Patents to any third party, whether with or without patent litigation; provided,
however, that the term Patent Agreement shall not mean any agreement between the
Company and any party with whom the Company currently has an Existing Licensing
Agreement.

{PAGE}

1.3 "Litigation" shall mean (1) the filing and prosecution of a lawsuit for
patent infringement against a third party for infringement of one or more of the
Patents (including, but not limited to, defending any counterclaims brought by
such third party in connection therewith); (2) the defense of any of the Patents
in an action against the Company in respect to any of the Patents, including a
declaratory judgment; (3) the filing and prosecution of a patent infringement
counterclaim against a third party that brings an action against the Company in
respect to any of the Patents, including a declaratory judgment against any of
the Patents; or (4) a patent interference proceeding at the U.S. Patent &
Trademark Office (USPTO). If a counterclaim of patent infringement is made by
the Company in a legal action filed by a third party against the Company in
respect to any of the Patents, the defense of such action and counterclaim shall
count as a single Litigation. A Litigation is deemed to have ended when such
Litigation is dismissed from the tribunal in which the Litigation was filed, the
Company decides not to appeal a judgment within the prescribed time under
applicable law, or a judgment is rendered by a tribunal from which no appeal can
be taken. A Litigation instigated by the Company that names multiple independent
parties is considered to be multiple Litigations where the total number of
Litigations is the same as the number of independent parties named in such
Litigation.


SECTION II

ENGAGEMENT OF THE LAW FIRM

2.1 The Company hereby engages the Law Firm to assist the Company and
W&T in connection with the solicitation, negotiation and execution of Patent
Agreements and with third parties and related patent Litigation. In such
capacity, the Law Firm shall become an attorney of record for the Company with
respect to pending Litigations involving the Company's Patents and represent the
Company in such pending Litigations. The Law Firm shall also assist the Company
in the solicitation, negotiation, and execution of Patent Agreements with third
parties and Litigation against prospective licensees if legal action becomes
necessary at the request of the Company. The Company shall have control of any
material decisions in connection with such representation. Notwithstanding the
foregoing, without the consent of the Law Firm, at no time shall the Company

 

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