Back to top

ASSISTANCE SERVICES AGREEMENT

Consulting Services Agreement

ASSISTANCE SERVICES AGREEMENT | Document Parties: America Inc | LOCATION BASED TECHNOLOGIES INC You are currently viewing:
This Consulting Services Agreement involves

America Inc | LOCATION BASED TECHNOLOGIES INC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: ASSISTANCE SERVICES AGREEMENT
Date: 11/30/2009

50 of the Top 250 law firms use our Products every day


Exhibit 10.54

 

 

ASSISTANCE SERVICES AGREEMENT

 

THIS ASSISTANCE SERVICES AGREEMENT IS MADE AND ENTERED INTO AS OF THE EFFECTIVE DATE BY AND BETWEEN:

 

1.             u-blox America Inc., with registered offices at 1902 Campus Commons Drive, Suite 310, Reston, VA 20191, USA (“u-blox”).

 

2.             LOCATION BASED TECHNOLOGIES INC. , a company incorporated in the state of Nevada, having its principal place of business at 4989 E. La Palma Avenue, Anaheim, California, 92807 (“ LBT ”).

 

WHEREAS:

 

A.  

u-blox, through its sister company,develops and licenses, amongst others, real-time software GPS technologies;

B.  

u-blox, through its sister company, provides, amongst others, Internet-based GPS assistance services;

 

C.  

LBT develops GPS based consumer products for locating persons, pets and/or items;

D.  

u-blox is willing to provide licenses and services for use of its software GPS technologies by LBT in some or all of their consumer GPS-based products;

 

E.  

This Assistance Service Agreement sets forth the terms under which u-blox shall provide Internet based Assistance Services for use with u-blox’s GPS technologies to LBT.

 

SECTION 1.0 – FRAMEWORK AGREEMENT

 

The terms of the Framework Agreement and the Platform Development Agreement shall apply to this Assistance Service Supplemental Agreement (the “Supplemental Agreement”) mutatis mutandis. In the event that any term or clause herein shall be in conflict with any term or clause within the Framework Agreement or the Platform Development Agreement then the terms of this Assistance Service Agreement shall prevail for the exclusive and limited scope of this Assistance Service Agreement.

 

u-blox AG has acquired Geotate BV and all contracts signed between LBT and NXP and Geotate BV are assigned to u-blox America Inc.

 

ARTICLE 2.0 - ASSISTANCE SERVICES; LIMITED SERVICE LICENSE

 

2.1           Service Provision. Subject to LBT’s payment of the Service Fees and during the term of this Assistance Services Agreement, u-blox shall use commercially reasonable efforts to provide the Assistance Services to LBT for the exclusive use of the Assistance Services with the Products. Should u-blox be unable to provide GPS assistance services due to corporate insolvency, u-blox will assist LBT in securing access to the GPS assistance services source for direct licensing purposes.

 

2.2           Internet Delays. u-blox’s ASSISTANCE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. u-blox IS NOT RESPONSIBLE OR LIABLE FOR ANY DELAYS, SERVICE FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

 

2.3           Failure of Third Parties. u-blox’s ASSISTANCE SERVICES ARE DEPENDENT UPON THIRD PARTIES’ DELIVERIES AND SERVICES. u-blox IS NOT RESPONSIBLE OR LIABLE FOR ANY DELAYS, SERVICE FAILURES, OR OTHER DAMAGES RESULTING FROM THE FAILURE OF THIRD PARTIES TO DELIVER THESE DELIVERIES AND/OR TO PERFORM THESE SERVICES.

 

2.3           Service License. Subject to the terms and conditions of this Assistance Service Agreement, u-blox hereby grants to LBT, and LBT hereby accepts from u-blox, a non-exclusive, personal, non-transferable worldwide usage license, without the right to sublicense, to the Assistance Services (hereafter the “Licensed Services”), to:

 

(i)       

use the Licensed Services to implement a Cached Proxy Assistance Service;

(ii)      

use the Cached Proxy Assistance Service exclusively in conjunction with the Licensed Technology in Products;

(iii)     

use the Cached Proxy Assistance Service for maintaining and supporting its Products with the integrated Licensed Software including, but not limited to:

 

a.     performing error-correction and Customer support on said Products;

 

b.     testing and evaluating the (performance of) the Licensed Software; and

 

c.     training its (support) engineers;

 

2.4           No Other Rights or Licenses. Other than the limited usage license granted to LBT und


SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Close this window