FORM OF TECHNOLOGY LICENSE AGREEMENTIP Intellectual Property License Assignment Agreement |
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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
