SOFTWARE AND INTELLECTUAL PROPERTY LICENSE AGREEMENT

Exhibit 10.1

EXHIBIT C TO ASSET PURCHASE AGREEMENT

TELETECH’s^® IDENTIFY! ™ AND IDENTIFY! PLUS™

SOFTWARE AND INTELLECTUAL PROPERTY LICENSE AGREEMENT

LICENSE AGREEMENT

This Software and Intellectual Property License Agreement (“Agreement”) is effective as of September 28, 2007 (“Effective Date”) by and between licensor TeleTech Holdings, Inc. (“TeleTech”), a Delaware corporation with its principle place of business at 9197 S. Peoria Street, Englewood, CO 80129, licensee Aspen Marketing Services, Inc. (“Aspen”), a Delaware corporation its principal place of business at 1240 North Avenue, West Chicago, IL 60185, and Aspen Acquisition Holdings LLC, a Delaware limited liability company (“Aspen’s Parent”) (individually “Party”, collectively the “Parties”).

RECITALS

WHEREAS TeleTech is the owner of certain computer software, known as and referred to herein as Identify! software and Identify! Plus software and associated intellectual property, for use in the provision of telephone answering services; and

WHEREAS Aspen desires to obtain a license to use and revise the computer software licensed from TeleTech in connection with providing telephone answering services to Aspen’s customers, and TeleTech has agreed to license the computer software to Aspen upon the terms and conditions of this Agreement;

NOW THEREFORE in consideration of the mutual covenants set forth herein, the receipt and sufficiency of which are hereby acknowledged, and contingent upon the mutual endorsement and execution of a corresponding Asset Purchase Agreement as defined herein, the Parties agree as follows:

1 Definitions. The following terms shall have the meanings stated:

1.1 Affiliate. Any entity (but not a competitor) of TeleTech which now or in the future controls, is controlled by, or is under common control with Aspen, with “control” defined as a more than fifty percent (50%) ownership interest. This Agreement shall apply to the use of the Software by Aspen and its Affiliates. For the Software used by an Affiliate, “Aspen” and “Party” as used herein shall mean the applicable Affiliate.

1.2 Aspen’s Customers. Aspen’s customers, end users and/or subscribers of Aspen’s Services.

1.3 Asset Purchase Agreement. The corresponding Asset Purchase Agreement between NewGen Results Corporation (“NewGen”) and Aspen for the sale and transfer of certain assets of NewGen to Aspen.

1.4 Automotive Field of Use. The design, creation, manufacturing, marketing, distribution, sale and servicing of automobiles, including passenger cars, trucks and SUVs.

1.5 Calendar Quarter. Each of the following four calendar quarters: January 1 to March 31; April 1 to June 30; July 1 to September 30; and October 1 to December 31.

1.6 Confidential Information. Any data, material or information provided by TeleTech to Aspen in printed, written, graphic, photographic or other tangible form, as well as stored, transmitted and received electronically, or information of TeleTech that is presented, communicated or disclosed orally, including but not limited to information marked as “Confidential”, “Secret”, “Proprietary”, “Restricted”, “Private” or words of similar import, information generally known in the business to be confidential, and any other information disclosed to Aspen by TeleTech concerning the businesses and affairs of TeleTech and its subsidiaries that is not already generally available to the public, including, without limitation, trade secrets and know-how. Confidential Information shall include the Software, Source Code, TeleTech IP, trade secrets and any Derivative Work (other than Derivative Works created by Aspen pursuant to this Agreement) and shall also include any information which can be obtained from examining, testing, utilizing or analyzing the Software or Derivative Work (other than Derivative Works created by Aspen pursuant to this Agreement), or any software, hardware or component thereof as well as any accompanying materials, manuals, records or documents of similar nature. Confidential Information shall not include information that is: (i) lawfully known to Aspen prior to its disclosure by TeleTech, and such knowledge is not a direct or indirect result of a breach of any obligation by any third party; (ii) now or later becomes in the public domain other than as a result of a breach by Aspen or its obligations

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hereunder; (iii) received subsequently by Aspen from a third party who has the lawful right to disclose same; (iv) independently developed by Aspen without reference to the Confidential Information received hereunder, as evidenced by Aspen’s records, or (v) Derivative Works created by Aspen pursuant to this Agreement.

1.7 Mutual Confidential Information. Any Derivative Works created by Aspen pursuant to this Agreement.

1.8 Copyrights. All “original works of authorship” as defined by copyright law, including registered and/or unregistered copyrights associated with the Software.

1.9 Derivative Work. A work based on, or incorporating, the Software, including but not limited to translations, abridgments, condensations, improvements, updates, fixes, modifications and enhancements, or any other form in which the Software may be recast, transformed, adapted, or revised, and includes any other work specifically so-designated by both Parties in writing in the future.

1.10 Designated Engineers. Employees of Aspen who have access to the Source Code and/or who are engaged in creating Derivative Works, selected by Aspen at any time during the term of this Agreement and identified in writing to TeleTech.

1.11 Documentation. TeleTech’s existing documentation of the Software.

1.12 Gross Revenue. All receipts, revenues, credits and any other amounts received by Aspen from, or generated by, (i) any and all contracts involving use of the Software or any Derivative Work, or (ii) any other use of the Software or any Derivative Work, before deductions of any expenses.

1.13 Identify!. Computer software, written in computer languages including XML, PLSQL, TSQL and CSharp, owned by TeleTech for the provision of telephone answering services, including, tracking, managing, recording and forwarding customer calls to a call center, including accessing and forwarding customer data.

1.14 Identify! Plus. Computer software, written in computer languages including XML, PLSQL, TSQL and CSharp, including version 2.0, owned by TeleTech for the provision of telephone answering services, including, tracking, managing, recording and forwarding customer calls to a call center, including accessing and forwarding customer data.

1.15 Intellectual Property. All of the following in any jurisdiction throughout the world: (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, divisionals, extensions, reexaminations, utility models, certificates of invention, industrial designs, and design patents, as well as the rights to file for, and to claim priority to, any such patent rights, (b) all Trademarks, service marks, trade dress, logos, slogans, trade names, corporate names, Internet domain names, and rights in telephone numbers, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all copyrightable works, Copyrights, and all applications, registrations, and renewals in connection therewith, (d) all mask works and all applications, registrations, and renewals in connection therewith, (e) all trade secrets and confidential information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (f) all computer software (including source code, executable code, data, databases, and related documentation), (g) all advertising and promotional materials, (h) all other proprietary rights, (i) all copies and tangible embodiments thereof (in whatever form or medium); and (j) all income, royalties, damages and payments related to any of the foregoing (including damages and payments for past, present or future infringements, misappropriations or other conflicts with any intellectual property), and the right to sue and recover for past, present or future infringements, misappropriations or other conflict with any intellectual property.

1.16 License Fees. All fees owed to TeleTech pursuant to this Agreement including the First Year Royalty Fee, Second Year Royalty Fee, Running Royalty Fees — Automotive, Running Royalty Fees — Non-Automotive, as each of those are defined in Sections 3.1, 3.2, 3.3, and 3.5 respectively of this Agreement.

1.17 Non-Automotive Field of Use. Any and all business, industry and/or commerce in a field other than the Automotive Field of Use.

1.18 Services. Telephone answering services, including, without limitation, tracking, managing, recording and forwarding customer calls to a call center, including accessing and forwarding customer data and routing customer calls to a professional customer care agent.

1.19 Site(s). The physical location or locations in the Territory used, controlled or owned by Aspen where the Software is permissibly deployed under the Agreement.

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1.20 Software. TeleTech’s most recent version of Identify! and Identify! Plus software, as of the Effective Date, in Source Code and executable form.

1.21 Source Code. The source code of the Software written in programming language, including comments and procedural code, such as job control language statements, in a form intelligible to trained programmers and capable of being translated into object code for operation on computer equipment through assembly or compiling, and accompanied by documentation in sufficient detail to enable a trained programmer through study of such documentation to maintain and/or modify the Software without undue experimentation.

1.22 Territory. The United States of America, Canada and Mexico, including their respective territories and possessions.

1.23 [Intentionally omitted].

1.24 Trademarks. Identify! and Identify! Plus, including all trademark rights, trademark applications and trademark registrations associated therewith. This includes trademark application serial numbers 77/263,087 and 77/263,226.

1.25 USD. United States Dollars.

     2 Software License.

2.1 Automotive Field of Use. TeleTech grants to Aspen, and Aspen accepts, subject to all of the terms and conditions of this Agreement: (i) an exclusive, perpetual, non-assignable, revocable, nontransferable, limited license to use the Software in executable form within the Territory solely in connection with providing the Services to Aspen’s Customers doing business in the Automotive Field of Use; and (ii) in connection therewith, a non-exclusive, revocable, non-assignable, nontransferable, limited license to use, solely through Designated Engineers, the Source Code to modify and create, use and reproduce Derivative Works of the Software, by Aspen’s Designated Engineers for Aspen’s Customers in connection with providing the Services in the Automotive Field of Use. All Designated Engineers must execute a Non-Disclosure Agreement in the form attached hereto as Exhibit A, with copies of the executed Non-Disclosure Agreements provided to TeleTech, and be identified in writing to TeleTech before accessing the Source Code. If a Designated Engineer’s employment with Aspen terminates then that individual’s status as a Designated Engineer terminates and Aspen shall take commercially reasonable steps to ensure that Confidential Information in the possession of such terminated Designated Engineer is returned.

2.2 Non-Automotive Field of Use. TeleTech grants to Aspen, and Aspen accepts, subject to all of the terms and conditions of this Agreement: (i) a non-exclusive, perpetual, non-assignable, revocable, nontransferable, limited license to use the Software in executable form within the Territory solely in connection with providing the Services to Aspen’s Customers doing business in the Non-Automotive Field of Use; and (ii) in connection therewith, a non-exclusive, revocable, non-assignable, nontransferable, limited license to use, solely through Designated Engineers, the Source Code to modify and create, use and reproduce Derivative Works of the Software, by Aspen’s Designated Engineers for Aspen’s Customers in connection with providing the Services in the Non-Automotive Field of Use. All Designated Engineers must execute a Non-Disclosure Agreement in the form attached hereto as Exhibit A, with copies of the executed Non-Disclosure Agreements provided to TeleTech, and be identified in writing to TeleTech before accessing the Source Code. If a Designated Engineer’s employment with Aspen terminates then that individual’s status as a Designated Engineer terminates and Aspen shall take reasonable steps to ensure that Confidential Information in the possession of such terminated Designated Engineer is returned.

2.3 No Sublicense; Copies; No Other Rights Granted. Aspen shall have no right to sublicense the Software or Derivative Works, or to grant sublicenses under this Agreement, without the prior written consent of TeleTech. Aspen may make a reasonable number of copies of the Software as needed for back-up, archival and testing purposes and of the Documentation as needed for Aspen’s business purposes as granted herein. The equipment and location where the archival copies are stored shall be listed on Exhibit B attached to this Agreement and shall be deemed Authorized Equipment and Site consistent with Section 4.2 below. Aspen shall have no other right to copy, in whole or in part, the Software. Any copy of the Software made by Aspen is the exclusive property of TeleTech. Aspen’s rights in the Software shall at no time exceed the scope of the license granted under Sections 2.1 and 2.2 of this Agreement. TeleTech reserves all rights not expressly granted to Aspen hereunder.

     3 License Fees and Terms.

3.1 First Year Royalty Fee, Automotive Field of Use. On the Effective Date, Aspen shall pay TeleTech a royalty fee equal to $225,000 USD (“First Year Royalty Fee”), for the license provided in Section 2.1 in the Automotive Field of Use for the period of time beginning on the Effective Date and ending twelve (12) months thereafter.

3.2 Second Year Royalty Fee, Automotive Field of Use. On the first year anniversary of the Effective Date, Aspen shall pay TeleTech a royalty fee equal to $2,000,000 USD (“Second Year Royalty Fee”), for the license provided in Section 2.1 in the

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Automotive Field of Use for the period of time beginning twelve (12) months after the Effective Date and ending twenty-four (24) months after the Effective Date.

3.3 Running Royalty Fees — Automotive Field of Use; Minimums. Unless Aspen shall give written notice of termination to TeleTech not less than 60 days prior to the beginning of any applicable one-year term, beginning on the second year anniversary of the Effective Date and continuing throughout the term of this Agreement, Aspen shall pay TeleTech an ongoing annual royalty fee equal to five percent (5%) of all Gross Revenue received by Aspen (“Running Royalty Fees-Automotive Field of Use”), subject to Section 3.4. Aspen shall pay TeleTech the Running Royalty Fees-Automotive Field of Use within thirty (30) days after the expiration of each Calendar Quarter, accompanied by the certified reports as required by Section 3.9. If the Running Royalty Fees-Automotive Field of Use paid by Aspen in a calendar year is less than $150,000 USD, then Aspen shall pay TeleTech, by February 1 of the next calendar year, an amount equal to the difference between $150,000 USD and the Running Royalty Fees-Automotive Field of Use paid to date for the calendar year.

3.4 Offsets to License Fees. Running Royalty Fees-Automotive Field of Use Field of Use may be offset in the following manner: if TeleTech’s gross revenue from Aspen for call center services provided by TeleTech to Aspen pursuant to the Master Services Agreement and Statement of Work between the Parties (“TeleTech Call Center Services”) exceeds $5,000,000 USD annually, each $1,000,000 USD of gross revenue annually in excess of $5,000,000 USD will reduce the Running Royalty Fees-Automotive Field of Use Field of Use by $100,000 USD, up to a maximum reduction of $150,000 USD per year. For illustration purposes only, if TeleTech Call Center Services are $6,000,000 USD in a calendar year, then the Running Royalty Fees-Automotive Field of Use Field of Use owed by Aspen will be reduced by $100,000 USD for the calendar year.

3.5 Running Royalty Fees—Non-Automotive Industry. Commencing on the Effective Date and continuing unless Aspen shall give written notice of termination to TeleTech not less than 60 days prior to the beginning of any applicable one-year term, Aspen shall pay TeleTech, within thirty (30) days after the end of each Calendar Quarter, an ongoing annual royalty fee equal to five percent (5%) of all Gross Revenue received by Aspen for such Calendar Quarter (and without duplication of any other License Fees payable hereunder) derived from utilizing the Software or any Derivative Work in the Non-Automotive Field of Use (“Running Royalty Fees—Non-Automotive”) accompanied by the certified reports as required by Section 3.9.

3.6 Transmission of Payments. All License Fees and any other payments payable by Aspen pursuant to this Agreement shall be paid in cash in immediately available USD funds by check or wire transfer to TeleTech.

3.7 Late Payments. TeleTech’s obligations and Aspen’s rights are contingent on full and timely payment of all amounts required to be paid hereunder. Failure to make timely payment within 30 days of the due date thereof will be deemed a material breach of this Agreement and entitle TeleTech to terminate this Agreement pursuant to Section 9.2. TeleTech reserves the right to invoice Aspen for interest on any overdue sum at the rate of one and a half percent (1.5%) per month (or the highest rate allowed by applicable law), calculated from the due date of payment to the date of collection. Payment subsequently received from Aspen will be first applied to such late charges, then to amounts past due and then to new billings.

3.8 Taxes, Etc. All amounts are net of, and Aspen shall pay all additional sums for, any sales and use taxes, duties, and other similar assessments related to the Software under this Agreement (exclusive of taxes based on TeleTech’s net income). Teletech shall provide Aspen reasonable detail of such taxes and shall request compensation by Aspen of such taxes within 180 days of the date such taxes were paid or required to be paid by Teletech, whichever is later. If Teletech fails to notify Aspen of any such taxes within the 180-day period referred to above, Aspen shall not be required to pay or reimburse Teletech for any such taxes. Aspen shall indemnify and hold harmless TeleTech from all claims and liability arising from Aspen’s failure to comply with the requirements of this Section 3.8.

3.9 Reporting Obligations.

               a. Aspen shall maintain, during the term of this Agreement and for a period of two (2) years following termination of this Agreement, records showing the Gross Revenue under the license herein granted in sufficient detail to enable the License Fees payable hereunder by Aspen to be audited pursuant to Section 3.10.

              b. Aspen will provide to TeleTech, within thirty (30) days after the end of each Calendar Quarter, a written report reporting all Gross Revenue by Aspen during the preceding three-month period and the License Fees due thereon. The report shall contain all information necessary for the determination of License Fees payable hereunder. The report shall be signed and certified by the Chief Financial Officer of Aspen. If, for any three-month period, no License Fee payments shall be due, Aspen shall submit a written report to TeleTech to that effect. All reports shall be delivered to TeleTech at the address specified in this Agreement and substantially in the format of the report attached as Exhibit D.

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              c. The reports provided by Aspen pursuant to this Section 3.9 and any information provided by Aspen in any audit performed pursuant to Section 3.10 and all records used or generated in any such audit shall be confidential, and TeleTech shall take reasonable measures to maintain the confidentiality of such reports and information.

3.10 Audit Rights.

              a. During the term of this Agreement and for a period of two (2) years following termination of this Agreement, Aspen agrees to permit its books and records to be examined, and/or its use of the Software and Derivative Works to be examined, upon written request from TeleTech and at a reasonable time during Aspen’s normal business hours and at a location where Aspen normally keeps its records, Software and Derivative Works, to the extent necessary to verify the reports provided for in Section 3.9(b) and Aspen’s compliance with the terms and conditions of the Agreement regarding use of the Software and Derivative Works, such examination to be made at the expense of TeleTech by TeleTech or its agents or any certified public accountant appointed by TeleTech (with respect to any audit in connection with Section 3.9).

              b. If the results of the audit reveal that Aspen has underpaid amounts due under this Agreement, Aspen shall pay, within thirty (30) days of written notice of the audit results, TeleTech the amount of such deficiency, together with interest as provided for under this Agreement plus an additional 2.00% per annum. If an audit shows that Aspen has paid more than required under this Agreement, any excess amounts shall, at the option of Aspen, be refunded by TeleTech or credited against future royalties. TeleTech shall assume the costs of such audits, provided that Aspen shall be liable to TeleTech for the cost of such audits in the event that such audit results in a determination that Aspen has paid less than ninety percent (90%) of the monies owed TeleTech under this Agreement for the period of the audit.

3.11 Non-Compete. Upon receipt of the Source Code, Aspen may have the opportunity to discover TeleTech’s trade secret information in that Source Code and as such, except as otherwise stated in this Agreement, Aspen, on its own or indirectly through others, shall not create or attempt to create any software outside of this Agreement to function as, take the place of or replace the Software during the term of this Agreement; provided however that the parties agree that Aspen’s use, improvements, updates, enhancements or modifications to the Appointnet software which do not contain the Software, shall not be considered to be a breach of this Agreement or competition with Teletech; and provided further than the parties agree that Aspen’s modifications, creation, use or reproduction of Derivative Works of the Software in accordance with and as contemplated by this Agreement shall not be considered to be a breach of this Agreement or competition with Teletech.

     4 Delivery, Installation and Support.

4.1 Delivery. TeleTech shall deliver the Software at Closing. With respect to the Source Code, within 5 business days of the execution of this Agreement, TeleTech shall deliver the Source Code on CD-ROM or DVD-ROM to Rick Goddard at Aspen .

4.2 Installation, Authorized Equipment and Site. Aspen shall be solely responsible for installing the Software. Aspen shall install and use the Software and Source Code only on the computer equipment (“Authorized Equipment”) at the Site(s) listed on Exhibit B attached to this Agreement. Exhibit B shall be amended by Aspen each time there is a change to the Authorized Equipment and/or Site(s). Upon the sale or transfer of any Site, the license grants to the Software and Source Code with respect to such Site will immediately terminate, unless TeleTech and the purchaser of such Site (“Purchaser”) agree in writing to the transfer of the Software and Source Code and enter into a Software License Agreement with respect to the Software and Source Code. If the Software and Source Code are not transferred to the Purchaser as provided for herein, Aspen may elect to transfer the licenses at no additional cost for use at a different Aspen location and all such use of the Software and Source Code at the new Site shall be governed by the terms of this Agreement, provided that Exhibit B has been amended accordingly.

4.3 Support. TeleTech shall have no responsibility for supporting, maintaining, correcting and/or updating the Software in any manner under this Agreement.

     5 Limited Warranty and Disclaimers.

5.1 Limited Warranty. TeleTech warrants to Aspen that (i) the Software is the most recent version as of the Effective Date, (ii) TeleTech exclusively owns and possess all right, title and interest to the Software, free and clear of any lien, license or other restriction or limitation, including regarding use or disclosure, (iii) to Seller’s Knowledge the Software does not infringe any third-party’s Intellectual Property, and (iv) TeleTech has the right to grant the licenses to Aspen hereunder.

5.2 Disclaimer. OTHER THAN THE LIMITED WARRANTY SET FORTH IN SECTION 5.1 AND MADE FOR THE BENEFIT OF ASPEN ONLY, THE SOFTWARE IS PROVIDED “AS IS”, AND TELETECH MAKES NO, AND HEREBY DISCLAIMS ALL, OTHER WARRANTIES OR REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SUBJECT MATTER HEREOF, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A

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PARTICULAR PURPOSE. TELETECH DOES NOT WARRANT THAT ANY OR ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SOFTWARE SHALL BE UNINTERRUPTED OR ERROR-FREE. STATEMENTS MADE BY TELETECH’S SALES REPRESENTATIVES OR IN PROMOTIONAL MATERIALS DO NOT CONSTITUTE WARRANTIES.

6 Limitation of Liability.

6.1 Limitation of Liability. Except for the Confidentiality and Indemnification obligations under this Agreement and for claims based upon infringement or misappropriation of TeleTech’s Intellectual Property, either Party’s maximum liability under this Agreement shall be limited to direct actual damages not to exceed the actual License Fees paid to TeleTech under this Agreement during the immediately preceding twelve (12) month period from the date the claim in question first arose. except for the confidentiality and indemnification obligations under this agreement, In no event shall TeleTech or Aspen, any parent, subsidiary, or affiliate, or any of their officers, directors, employees or representatives, be liable to any third party for damages of any kind or nature or in any manner whatsoever, or for any consequential, indirect, exemplary, incidental, Punitive or special damages or costs (including attorneys’ fees) regarding this Agreement or resulting from or in connection with the use, misuse, or inability to use the Software, even if TeleTech or Aspen has been advised of the possibility thereof.

6.2 Survival. Sections 1, 3.1, 3.2, 3.6 through 3.11, 5, 6, 7 and 8 shall survive the termination of this Agreement.

7 IP & Confidentiality.

7.1 Ownership. (a) Aspen acknowledges and agrees that all right, title, and interest in the Software, Source Code, and all information and materials related to the Software, Source Code, and TeleTech’s business, regardless of form, including all, Confidential Information, Intellectual Property of TeleTech, and other intellectual property rights pertaining thereto (collectively, “TeleTech IP”) are owned by TeleTech and shall remain vested in TeleTech. Each of Aspen and Teletech acknowledges and agrees that each of Aspen and Teletech are joint and undivided owners in all right, title, and interest in the Derivative Works created by Aspen pursuant to this Agreement. Each of Aspen and Teletech acknowledges and agrees that any profits derived from use or license of Derivative Works by third parties, created by Aspen pursuant to this Agreement, shall be divided between Aspen and Teletech in a reasonable and good faith manner reflecting the relative contribution to the Derivate Work created by Aspen, pursuant to this Agreement. Neither Teletech nor Aspen shall license the Derivative Works created by Aspen pursuant to this Agreement to a competitor of the other party without the prior written consent of such other party. This Section 7 of the Agreement shall survive the termination of this Agreement.

(b) Aspen further acknowledges that the Software, Source Code and Documentation are unpublished and constitute TeleTech copyrights, trade secrets, and Confidential Information. Aspen does not claim any ownership or other proprietary rights in or to any TeleTech IP (other than Derivative Works created by Aspen pursuant to this Agreement) and to the extent such ownership or proprietary rights exist, Aspen agrees to transfer such ownership and/or proprietary rights to TeleTech. Aspen shall provide TeleTech with a copy of the most recent versions of all Derivative Works that Aspen makes or has made in each Calendar Quarter, no later than thirty (30) days after the last day of each Calendar Quarter, and shall keep and maintain accurate and complete records, notes, materials, reports and any other information related to, regarding, or in connection with, any and all Derivative Works created by Aspen. Aspen further understands that TeleTech has full, complete and exclusive ownership of the Derivative Works (other than Derivative Works created by Aspen pursuant to this Agreement). If Aspen refuses or TeleTech is unable for any reason to secure Aspen’s signature to execute any assignment or to apply for or to pursue any application of any United States or foreign patents, trademarks or copyright applications or registrations covering a Derivative Work (other than Derivative Works created by Aspen pursuant to this Agreement), then Aspen hereby irrevocably designates and appoints TeleTech and its duly authorized managers, members, representatives and agents as Aspen’s agent and attorney in fact, to act for and in Aspen’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the protection and issuance of patents, trademarks or copyright registrations thereon with the same legal force and effect as if executed by Aspen. Aspen further agrees that Aspen’s obligation to execute or cause to be executed, when it is in Aspen’s power to do so, any such instrument or papers shall continue after the termination of this Agreement until the expiration of the last such intellectual property right to expire in any country in the world. Aspen shall not, at any time, dispute or take any objection to the validity or the registration of any patent, copyright, or other intellectual property right, in any country, contemplated under this Agreement with respect to any Derivative Work (other than Derivative Works created by Aspen pursuant to this Agreement) or any other TeleTech IP (other than Derivative Works created by Aspen pursuant to this Agreement).

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7.2 Protection of TeleTech IP. Aspen shall not itself (unless specifically authorized under this Agreement) nor permit any other party to:

          a. [Intentionally omitted];

          b. Alter, remove or suppress any copyright or other proprietary notices or marks or any confidentiality legends embedded or otherwise appearing in or on the TeleTech IP (other than Derivative Works created by Aspen pursuant to this Agreement); or fail to ensure that all such notices and legends appear on all full or partial copies of the TeleTech IP or any related material, and Aspen shall insure that such notices, modified as appropriate under this Agreement, continue to appear or exist in any Derivative Work that Aspen develops; or

               c. Sell, sublicense, lease, assign, transfer, distribute, encumber, or otherwise transform the TeleTech IP, this Agreement or any of Aspen’s rights hereunder other than as necessary in connection with the provision of the Services pursuant to this Agreement.

7.3 Confidentiality. The unauthorized disclosure or use of Confidential Information would cause great injury and harm to TeleTech. Therefore, Aspen agrees to take all appropriate action to ensure the confidentiality and security of TeleTech’s Confidential Information, but in any event no less than the same standard of care it uses to protect its own confidential information of like kind and value. Without limiting the generality of the foregoing, and in addition to Aspen’s obligations in Section 7.2, Aspen agrees that it: (i) shall maintain TeleTech’s Confidential Information in the strictest confidence, including compliance with reasonable remote access security requirements, and will take all necessary and proper precautions to prevent any unauthorized use or disclosure of the Confidential Information; (ii) shall not disclose, display, publish, transmit, or otherwise make available such Confidential Information or the benefit thereof, in whole or in part, except in confidence to its own employees on a need-to-know basis who have agreed to the confidentiality terms set forth in this Section 7.3, and with respect to the Source Code, Aspen agrees that it will not disclose it to anyone other than Designated Engineers; (iii) except as expressly permitted hereunder, shall not copy, duplicate, replicate, transform, or reproduce such Confidential Information; and (iv) inform TeleTech immediately of any breach or threatened breach of the confidentiality obligations set forth in this Section 7.3. Notwithstanding the foregoing restrictions, Aspen may use and disclose any Confidential Information (1) to the extent required by an order of any court or other governmental authority or (2) as necessary for it to protect its interest in this Agreement, but in each case only after TeleTech has been so notified and has had the opportunity, if possible, to obtain reasonable protection for such information in connection with such disclosure. Aspen acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that in addition to any other remedies it may have at law or in equity, TeleTech shall be entitled to seek a restraining order, injunction, or other similar remedy without posting bond as a condition of such relief.

7.4 Applicability. The restrictions set forth in this Section 7 shall apply during the Term of this Agreement, and shall remain in full force and effect after any termination: (i) for trade secrets and any Confidential Information that rises to the level of a trade secret, as long as such information qualifies as a trade secret; and (ii) for all other Confidential Information, during a period of five (5) years after initial disclosure. Notwithstandin