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Title: |
License-Back Agreement |
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Date: |
2004 |
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Preview shows 30KB of 106KB total |
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$42 |
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ID: |
#373744 |
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EXECUTION VERSION
LICENSE-BACK AGREEMENT
between
ZONE TECHNOLOGY PARTNERS, LLC
and
INSTINET GROUP INCORPORATED
Dated as of June 1, 2004
TABLE OF CONTENTS
| Page | ||||
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ARTICLE I |
DEFINITIONS | 1 | ||
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1.1 |
Definitions | 1 | ||
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ARTICLE II |
LICENSE | 6 | ||
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2.1 |
Grant of License | 6 | ||
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2.2 |
Nature of Licenses | 8 | ||
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2.3 |
Authorized Users | 8 | ||
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2.4 |
Certain Restrictions on Use of the Gr8Trade Licensed Technology | 9 | ||
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2.5 |
Copies | 12 | ||
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2.6 |
Security | 12 | ||
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2.7 |
Certain Agreements Regarding Gr8Trade Licensed Technology | 13 | ||
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ARTICLE III |
DELIVERY; PERFORMANCE AND SUPPORT; OTHER AGREEMENTS | 13 | ||
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3.1 |
Delivery | 13 | ||
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3.2 |
Maintenance, Support, Etc. | 13 | ||
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ARTICLE IV |
INTELLECTUAL PROPERTY | 14 | ||
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4.1 |
Title; Reservation of Rights | 14 | ||
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4.2 |
Valuable Property | 15 | ||
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4.3 |
Notice of Adverse Claim | 15 | ||
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4.4 |
No Inconsistent Action | 15 | ||
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4.5 |
Enforcement and Protection of Intellectual Property Rights; Cooperation of Licensee | 16 | ||
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ARTICLE V |
TAXES | 17 | ||
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5.1 |
Payment of Taxes | 17 | ||
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ARTICLE VI |
CONFIDENTIALITY AND SECURITY | 17 | ||
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6.1 |
Definition | 17 | ||
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6.2 |
Confidential Treatment | 18 | ||
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6.3 |
Exclusions | 19 | ||
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6.4 |
Confidentiality of Agreement | 20 | ||
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6.5 |
Cooperation | 20 | ||
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6.6 |
Data Backup | 20 | ||
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6.7 |
Restrictions on Disclosure | 20 | ||
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6.8 |
Legends | 21 | ||
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6.9 |
Return | 21 | ||
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ARTICLE VII |
TERM AND TERMINATION | 21 | ||
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7.1 |
Term | 21 | ||
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7.2 |
Right to Immediately Terminate Agreement | 22 | ||
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7.3 |
Termination Upon Material Breach | 22 | ||
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7.4 |
Effect of Termination | 23 | ||
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ARTICLE VIII |
DISCLAIMERS, LIMITATIONS AND INDEMNIFICATION | 23 | ||
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8.1 |
No Warranties | 23 |
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8.2 |
Allocation of Risk | 24 | ||
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8.3 |
Additional Exclusions | 24 | ||
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8.4 |
Limitation of Liability | 25 | ||
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8.5 |
Infringement Issues | 26 | ||
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8.6 |
Indemnification | 27 | ||
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ARTICLE IX |
MISCELLANEOUS | 28 | ||
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9.1 |
Assignment | 28 | ||
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9.2 |
Notices | 28 | ||
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9.3 |
Severability | 29 | ||
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9.4 |
Entire Agreement | 29 | ||
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9.5 |
No Agency | 30 | ||
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9.6 |
Governing Law, Etc. | 30 | ||
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9.7 |
Export Regulation | 30 | ||
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9.8 |
Waiver; Amendment; Certain Notices | 30 | ||
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9.9 |
Interpretation | 31 | ||
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9.10 |
Counterparts | 31 | ||
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9.11 |
Binding | 32 | ||
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9.12 |
Licensee Liability and Applicability of Restrictions to Certain Persons | 32 | ||
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9.13 |
Bankruptcy | 32 | ||
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9.14 |
Inspection, Etc. | 32 | ||
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9.15 |
U.S. Government Restricted Rights | 33 |
ii
Exhibit 10.5
LICENSE-BACK AGREEMENT
This License-Back Agreement (this Agreement) is made and entered into as of June 1, 2004 (the Effective Date) by and between Zone Technology Partners, LLC, a Texas limited liability company (Licensor), and Instinet Group Incorporated, a Delaware corporation (Licensee). Each of Licensor and Licensee are referred to in this Agreement singly as a Party and collectively as the Parties.
RECITALS
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