EXHIBIT 10.3
FORM OF TECHNOLOGY LICENSE AGREEMENT
THIS
TECHNOLOGY LICENSE AGREEMENT (this "
Agreement ")
dated as of the 27th day of August, 2007, (the “Effective
Date”) is by and between (i) Solzon Corporation, a New
Hampshire corporation ("
Solzon ”)
with an address at 20A Northwest Blvd. #131, Nashua, NH 03063, and
(ii) CYBRA Corporation, a New York corporation ("
CYBRA ”)
with an address at One Executive Blvd., Yonkers, New York
10701.
WHEREAS,
Solzon has developed an iSeries Edge product marketed and sold
as
RFID for iSeries™ (the
"
Solzon Product ");
WHEREAS,
Solzon desires to facilitate the use of the Solzon Product by
CYBRA; and
WHEREAS,
CYBRA desires to develop its own iSeries Edge product
incorporating selected aspects of the Solzon Product, on the
terms and conditions set forth herein (the “CYBRA
Product”).
NOW,
THEREFORE, in consideration of the mutual promises and
agreements set forth herein, CYBRA and Solzon agree as
follows:
1. ASSIGNMENT
OF LICENSE TO THE SOLZON ASSETS.
1.1.
Assets .
Subject to the terms and conditions set forth in this Agreement,
Solzon shall assign to CYBRA and CYBRA shall acquire and accept the
assignment of a perpetual, world-wide license, to utilize and
otherwise exploit for its benefit, to the following assets (the
"
Solzon Assets "):
(a)
Selected
design elements, including architectural concepts, screen
layouts and file designs of the Solzon Product as set forth
on
Schedule 1 hereto;
(b)
copies
of pertinent functional documentation relating to the Solzon
Assets.
1.2.
Excluded Assets.
(a)
The
Solzon Product source code is specifically excluded from the
license assigned to CYBRA.
2.
SOLZON LIABILITIES.
2.1.
No Assumption of Solzon Liabilities .
Notwithstanding anything in this Agreement to the contrary, CYBRA
shall not assume, and CYBRA shall not be deemed to have assumed nor
agreed to pay, perform, fulfill or discharge, any contract or
agreement (whether written or oral), liability or other obligation
of Solzon, including, without limitation, any liability relating to
any income or sales tax liability, obligation or commitment, any
employment contract of Solzon, (with all such unassumed liabilities
and obligations referred to herein as the "
Excluded
Liabilities ").
3. LICENSE
FEE.
3.1.
License Fee .
In consideration for and as a condition to the license by Solzon to
CYBRA of the Solzon Assets, and Solzon’s agreement to provide
the transitional assistance described below, CYBRA shall pay Solzon
consideration valued at _________________ ($__________) US dollars
as follows:
(a)
$__________
in cash payable:
(i)
$__________ upon execution of this Agreement;
(ii)
___________ at such time of the earlier of General
Availability of EdgeMagic™ Enterprise Edition, Release
1.1 (estimated to be by________________) or no later than one
year from the Effective Date.
(b)
$___________
in Restricted Common Stock of CYBRA (the "
Shares "),
valued at $.75 per share, to be delivered:
(i)
___________ shares upon execution of this
Agreement;
(ii)
__________ at such time of the earlier of General Availability
of EdgeMagic™ Enterprise Edition, Release 1.1 (estimated
to be by December 2007) or no later than one year from the
Effective Date.
4.
TRANSITION/NON-COMPETE.
4.1
Transitional Assistance .
Solzon shall assist CYBRA and provide collaborative consulting
advice and assistance in building CYBRA’s EdgeMagic™
Java-Based iSeries product. CYBRA will reimburse Solzon for its
consulting assistance at rates established in the associated
Contractor Agreement for System Integration and Consulting
Services. The first _________________ ($__________) US dollars of
consulting assistance, some of which has already been provided,
will be waived as a condition of this agreement.
In
addition, Solzon will make reasonable efforts at selling the
product at a discount to be mutually arrived at between the
parties, to Solzon’s licensees and
customers.
4.2
ABANDONMENT OF DEVELOPMENT .
Solzon will abandon any future development of the Solzon Product.
For so long as Solzon acts as a reseller of the CYBRA Product, and
for a period of two years thereafter, Solzon will abandon any
future development of or any related iSeries product. In addition,
Solzon will cease all sales and marketing of the Solzon Product and
shall not transfer, license or sell the Solzon Product to any third
party. If however, the EdgeMagic™ product does not
successfully launch within one year of the Effective Date, Solzon
will be released from this clause. This covenant is a material
inducement to CYBRA in entering into this Agreement.
4.3
NON-COMPETE .
For so long as Solzon acts as a reseller of the CYBRA Product, and
for a period of two years thereafter, Solzon shall not compete,
directly or indirectly, in the development, sale or marketing of
any iSeries products which are competitive, or could be competitive
with the CYBRA Product, including the Solzon Product, or any
variation thereof (“Non-Compete&
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