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Exhibit 10.1
APPLICATION SOLUTION LICENSE AGREEMENT
This Software License Agreement (the "Agreement") is entered into between Sollen Technologies, LLC, a Texas Limited Liability Company, ("Sollen") with its principal place of business located at 6009 Beltline Road, Suite 100, Dallas TX 75240, and Monument Mortgage, Inc., a California corporation ("Monument Mortgage") with its principal place of business located at 2527 Camino Ramon, Suite 200, San Ramon, CA 94583. (Sollen and Monument Mortgage are sometimes individually referred to herein as a "Party" and collectively referred to herein as the "Parties").
WHEREAS, Monument Mortgage is a mortgage company; and
WHEREAS, Sollen is in the business of developing software and application solutions designed to increase the efficiency of the mortgage industry; and
WHEREAS, Monument Mortgage wishes to obtain a license to the Application Solution (as defined in this Agreement) developed by Sollen for use in its business.
AGREEMENT
NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, and for other good and valuable consideration, Monument Mortgage and Sollen agree as follows:
1. Term
- 1.1.
- Effective Date. This Agreement and the license granted hereunder shall take effect upon the date that the last Party executes this Agreement and shall have a term of one year. This Agreement shall automatically be renewed for consecutive one-year terms, unless either party notifies the other party in writing of its intent not to renew at least 60 days prior to the end of the current term.
- 1.2.
- Termination. Each Party shall have the right to terminate, with immediate effect, this Agreement and the license granted herein after the occurrence of any of the following events (an "Event of Default"):
- (i)
- In the event the other Party materially breaches any provision of this Agreement that is not cured within 30 days of written notice thereof; or
- (ii)
- In the event the other Party (a) terminates or suspends its business, (b) becomes subject to any bankruptcy or insolvency proceeding under Federal or State statute, (c) becomes insolvent or subject to direct control by a trustee, receiver or similar authority, or (d) has wound up or liquidated, voluntarily or otherwise.
2. Definitions
- 2.1.
- "Intellectual Property Rights" shall mean all inventions (whether or not prosecutable under patent laws), works of authorship, moral rights, mask works, trademarks, trade names, trade dress, trade secrets, and all other subject matter protectable under patent, copyright, moral right, mask work, trademark, trade secret, or other laws, including without limitation all new or useful art, combinations, discoveries, formulae, manufacturing techniques, technical developments, artwork, software, programming, applets, scripts, and designs.
- 2.2.
- "Application Solution": The term "Application Solution" shall mean Sollen developed software, databases and technology used to offer Monument Mortgage a solution package with functionality described in Exhibit A. The Application Solution includes Sollen's single lender back-office software "Sollen Suite," access to the Sollen Product and Pricing Engine through a Sollen approved or delivered interface, and interfaces between the Product and Pricing Engine and Monument Mortgage's wholesale web site and the Calyx PTS server. The Application Solution includes Sollen's software, content, databases and features for the operation of the Application Solution. The Application Solution also includes any corrections, bug fixes,
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