Exhibit 10.55
THE COMPANY HAS APPLIED FOR CONFIDENTIAL
TREATMENT OF CERTAIN PROVISIONS OF THIS EXHIBIT WITH THE SECURITIES
AND EXCHANGE COMMISSION. THE CONFIDENTIAL PORTIONS OF THIS
EXHIBIT ARE BRACKETED AND MARKED WITH ASTERISKS ([**]) AND HAVE
BEEN OMITTED. THE OMITTED PORTIONS OF THIS EXHIBIT WILL BE
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
SOFTWARE LICENSE
AGREEMENT
This Software License Agreement is
made and effective as of November 3, 2008 by and between
Terillian Technologies Incorporated (“ Terillian
”) and New Horizons Computer Learning Centers, Inc.
(“Licensee”).
RECITALS
WHEREAS, Terillian has developed and
owns a software program known as “Labs on Demand” (the
“Software”); and
WHEREAS, Licensee and its affiliates
are engaged in the delivery of information technology training
throughout the world and, in that regard, Licensee is developing a
series of industry specific labs to support its learning programs;
and
WHEREAS, Licensee believes that the
Software will provide a competitive advantage in its industry;
and
WHEREAS, Licensee does not want
competitors to use the Software, and Terillian has agreed not to
grant any rights in or otherwise permit the use of the Software by
competitors of Licensee as set forth herein.
NOW, THEREFORE, in consideration of the mutual
promises set forth herein, Terillian and Licensee agree as
follows:
1.
License
. Terillian hereby grants to Licensee a perpetual
and unlimited license to use the Software pursuant to the terms of
this Agreement. Terillian agrees that it shall not
grant any rights in the Software to or otherwise permit the use of
the Software by a “competitor” of Licensee. For
purposes of this Agreement, a “competitor” of Licensee
shall be defined as any business which is engaged in any of the
following activities: (i) the sale and delivery of
instructor-led computer training; (ii) the sale and/or
delivery of computer-based training and other methods of
asynchronous and synchronous online training; (iii) the sale
and delivery of any form of electronic training enabled by the
Internet or comparable or enhanced forms of electronic technology
now existing or hereinafter developed; (iv) the delivery or
performance of other computer and professional skills training
services that Licensee or its affiliate incorporates into the
network of franchisees; (v) the sale and delivery of computer
and professional skills classroom training through a modality used
by Licensee’s affiliate known as “Mentored
Learning”; or (vi) the sale of classroom books and other
training products, including third party content vendors’
products.
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