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Exhibit
10.6
INTELLECTUAL PROPERTY LICENSE
AGREEMENT
This INTELLECTUAL PROPERTY
LICENSE AGREEMENT (“ License Agreement ”), is
entered into as of May 8, 2008, between FLO Corporation, a
Delaware corporation (“ FLO ”), and Unisys
Corporation, a Delaware corporation (“ Unisys
”). This Agreement will be effective on the Closing Date
without further action by either or both parties.
W I T
N E S S E T H
:
WHEREAS, pursuant to an Asset
Purchase Agreement (“ APA ”) dated as of
October 5, 2007, Unisys has sold, transferred and assigned to
FLO the Assigned Intellectual Property (as defined in the
APA);
WHEREAS, Unisys wishes to
retain the right to use certain of the Assigned Intellectual
Property for purposes outside of the Field of Use (as defined
below), and FLO is willing to grant such license, subject to the
terms and conditions in this License Agreement; and
WHEREAS, FLO desires to
obtain a license from Unisys under the Intellectual Property (as
defined in the APA) not included in the Assigned Intellectual
Property that is owned or controlled by Unisys and that was used in
or is necessary to the conduct of the Business as it was being
conducted by Unisys prior to the Closing Date, and Unisys is
willing to grant such license, subject to the terms and conditions
in this License Agreement.
NOW, THEREFORE, in
consideration of the mutual covenants and undertakings contained
herein, and subject to and on the terms and conditions herein set
forth and intending to be legally bound hereby, the parties hereto
agree as follows:
Terms of
Agreement
1. Definitions . Except as
otherwise stated herein, the terms in this License Agreement shall
have the same meaning given to them in the APA.
1.1 “ Field of
Use ” shall mean and include any one of the following
programs alone or in combination with another in the United
States:
(a) the United States
Transportation Security Administration’s (TSA) (or any
successor agency’s or department’s) Registered Traveler
(RT) program (and any successor program) that provides secure
access and/or expedited security screening for passengers using an
RT card or other medium or method, as such RT program exists as of
the Closing Date and as such RT program expands over
time;
(b) programs that use the RT
Central Information Management System (CIMS) (or any successor or
substantially similar system) operated by the American Association
of Airport Executives (AAAE) (or any successor association or
entity or a substantially similar association or entity) to process
enrollments by passengers to a program directed at facilitating
secure access and/or expedited security screening; and
(c) any other program that is
a natural extension of the RT program or such other program
described in (b) above to any mode of transportation or travel
(e.g., air, train, bus, cruise ship, etc.) for which a natural
person pays a fee to the service provider to participate in the
program.
The Field of Use shall not
include secure access and/or expedited security screening programs
deployed and operated (as opposed to administered and overseen) by
or on behalf of a Governmental Authority.
1.2 “ Licensed
Intellectual Property ” shall mean the Assigned Programs
and the trade secrets and know-how included in the Assigned Other
Intellectual Property.
1.3 “ Licensed IP
Modifications ” shall mean any Modifications to the
Licensed Intellectual Property.
1.4 “
Modifications ” shall mean modifications, additions,
revisions, corrections, enhancements, derivative works and/or
improvements.
1.5 “ Services
” shall mean the services to be performed by Unisys for FLO
under the Services Agreement.
1.6 “ Unisys
Intellectual Property ” shall mean all Intellectual
Property not included in the Assigned Intellectual Property that is
owned or controlled by Unisys as of the Closing Date and that was
used in or is necessary to the conduct of the Business as it was
being conducted by Unisys prior to the Closing Date.
2. License Grant to Unisys;
Restrictions and Reservation of Rights .
2.1 License Grant to
Unisys . For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by FLO, and subject to
the terms hereof, FLO hereby grants to Unisys a worldwide,
fully-paid-up, royalty-free, irrevocable, perpetual and
non-exclusive license (with the right to sublicense and without the
right to assign, except for an assignment approved by FLO in
writing, which approval will not be unreasonably withheld) under
the Licensed Intellectual Property (i) to copy and use the
Licensed Intellectual Property to perform the Services and for any
purpose outside the Field of Use, (ii) to make Licensed IP
Modifications and to copy and use the Licensed IP Modifications to
perform the Services and for any purpose outside the Field of Use,
(iii) to make, have made, sell, offer for sale and import
products and services outside the Field of Use and (iv) to
practice any method, process or procedure in connection with any of
the foregoing outside the Field of Use. FLO makes no
representations or warranties to Unisys under this License
Agreement, express, implied or statutory. Any sublicense granted by
Unisys shall be in a written agreement signed by the sublicensee
and will not permit further sublicensing by the sublicensee. Each
such agreement shall include the relevant terms, conditions,
restrictions and limitations set forth in this License Agreement,
including without limitation the terms in this Section 2
(License Grant to Unisys; Restrictions and Reservation of Rights)
and in Section 5 (Confidentiality). Unisys shall enforce all
such agreements. In the event of a breach of any such agreement
b
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