Exhibit 10.28
LICENSE AND TRANSFER
AGREEMENT
This License and Transfer Agreement
is effective the 1st day of October 2003, and is made by and
between the Ion Group, L.C., a Utah limited liability company
(“Ion”) and MyACD Inc., a Utah corporation
(“MyACD”).
RECITAL
A. On or about October 1, 2003,
MyACD entered into the Cooperation and Management Agreement with
Buyers United, Inc. (“BUI”), and in connection
therewith (i) MyACD agreed to redeem all of the MyACD capital stock
held by James Andrew Judkins pursuant to the Redemption Agreement
and Release, and (ii) Michael L. Shelton, and David O. Peterson
entered into the Purchase Option Agreement with BUI pursuant to
which BUI has the option of purchasing all of the outstanding
capital stock of MyACD. The Cooperation and Management Agreement,
Redemption and Release Agreement, and Purchase Option Agreement are
collectively referred to herein as the “BUI
Agreements.” BUI agreed to enter into the BUI Agreements so
that, after exercise of the Purchase Option Agreement and payment
of all consideration there under for purchase of the capital stock
of MyACD, MyACD will be a subsidiary of BUI.
B. Ion is the holder of certain of
the intellectual Property, and has granted a nonexclusive license
to rise the Intellectual Property to MyACD pursuant to that certain
Software Agreement between Ion and MyACD dated February 14, 2001.
Each of the members of Ion will benefit personally from the
transactions contemplated by the BUI Agreements, so that it is in
the best interest of such members and Ion to facilitate the
consummation of such transactions. Consequently, Ion desires to
confirm in MyACD its rights in the Intellectual Property until
either termination of the BUI Agreements or consummation of the
transactions contemplated thereby.
AGREEMENT
Now, therefore, in consideration of
the foregoing Recital and the terms and conditions hereinafter set
faith, the parties hereto agree as follows:
1. Effective October 1, 2003, Ion
grants to MyACD an exclusive, perpetual, worldwide and fully- paid
license to use, modify, incorporate, and create derivative works of
the following “Software”:
Call Routing to agents based on
agent capability and proficiency
Script building interface
Scripting language
Call prioritization
algorithm
ACD Redundancy
specification
Integrated ACD and TVR
Call recording mechanism
Database design and
schema
Call Center Software pro-ramming
methodologies
(a) All of the following as they
relate to the Software; copyrightable works (published or
unpublished) and the copyrights, copyright applications, pending
applications, registrations, supplemental registrations and
recordings and all rights thereon;
(b) All of the following as they
relate to the Software. technologies, trade secrets, designs,
improvements, formulae, engineering concepts, practices,
specifications, recipes, schematics, or know-how, and all other
proprietary information or other technical or business information,
whether or not a trade-secret and whether or not reduced to
writing; and
(c) All of the following as they
relate to the Software: computer applications, files, tools,
utilities, software including without limitation source code,
binary executable code, object code, program architecture, flow
diagrams, data compilations, formula and algorithm flow charts and
notes related thereto, programs, including without limitation, all
versions and releases thereof, database schema and documentation,
whether electronically or physically maintained;
(collectively the “Intellectual
Property”). Ion and MyACD covenant and agree that neither
party shall sell, transfer, license, or otherwise assign to any
other person any right to or interest in the Intellectual
Property.
2. MyACD acknowledges that Ion has
all right, title and interest to the Intellectual Property. MyACD
agrees that any modifications, enhancements, or derivative works to
the Intellectual Property, any products that incorporate any
portion of the Intellectual Properly or the ideas embodied by the
Intellectual Property, any documentation for the Intellectual
Properly, and any other materials related to the Intellectual
Property made by or for MyACD (collectively, “Work
Product”) shall be a “work for hire” for Ion, as
such term is understood under U.S. copyright law. To the extent any
Work Product is not in a category which constitutes a “work
for hire” (“Other Product”), MyACD hereby assigns
all light, title, and interest therein to Ion and shall execute
(and if the context requires, cause others to execute) any
documents reasonably necessary to assign and secure all right,
title and interest in such Work Product to Ton, including without
lim
