CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED
WITH "[REDACTED]." AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION
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KMBT/PEERLESS Licensed Software Addendum
#20 |
CONFIDENTIAL |
LICENSED SOFTWARE ADDENDUM #20 TO
MASTER TECHNOLOGY LICENSE AGREEMENTS
DATED JANUARY 16, 2000 AND JUNE 12, 1997
This
Licensed Software Addendum #20 (“LSA #20”) is
entered into effective as of July 1, 2007 (the
“Effective Date”) by and between Konica Minolta
Business Technologies, Inc., a Japanese corporation, having
offices at No. 2970 Ishikawa-cho, Hachioji-shi, Tokyo, Japan
(“KMBT”) and Peerless Systems Corporation, having
its principal office at 2381 Rosecrans Ave, Suite 400, El
Segundo, CA 90245 (“PEERLESS”), pursuant to the
provisions of the Master Technology License Agreement between
Konica Corporation and PEERLESS dated January 16, 2000
(“MTLA #1”), and the provisions of the Master
Technology License Agreement between Minolta Co., Ltd. and
PEERLESS dated June 12, 1997 (“MTLA #2”). This LSA
#20 is hereby incorporated into the MTLA #1 and the MTLA #2 by
reference herein.
All
capitalized terms used in this LSA #20 that are not
specifically defined herein shall have the meaning ascribed to
them in the MTLA #1 and the MTLA #2 and the attachments
thereto. Where there is a conflict between (i) the provisions
and the capitalized terms in this LSA #20 and (ii) the
provisions and the capitalized terms in MTLA #1 and MTLA #2,
those of (i) shall prevail.
All
references to all LSAs in this LSA #20, except for LSA #14
which applies to MTLA #1 and MTLA #2, are to LSAs of MTLA
#1.
1.
DEFINITIONS
AND INTERPRETATION
1.1
Definitions
All
capitalized terms used in this LSA #20 shall have the meaning
specified herein or, if not defined herein, then the meaning
specified in MTLA #1 and MTLA #2. Unless specifically referred
to in any other addendum, the following terms shall have the
meanings specified below solely for the purposes of this LSA
#20.
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“
Authorized KMBT Devices ”
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means
those devices contemplated in Section 2.4 of this LSA
#20.
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“
Licensed Product ”
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means
those products listed in Section 2.5 of this LSA
#20.
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“
License Fee ”
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means
the license fee set-out in Section 3.1 of this LSA
#20.
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“
LSA #20 ”
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means
this Licensed Software Addendum #20 to the Master
Technology License Agreement between Konica Corporation and
PEERLESS dated January 16, 2000, and the Master Technology
License Agreement between Minolta Co., Ltd. and PEERLESS dated
June 12, 1997.
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|
“
MTLA #1 ”
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means
the Master Technology License Agreement between Konica
Corporation and PEERLESS dated January 16, 2000.
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“
MTLA #2 ”
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means
the Master Technology License Agreement between Minolta Co.,
Ltd. and PEERLESS dated June 12, 1997.
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“
Novell NEST Module ”
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means
the Novell NEST SDK as modified by PEERLESS for the SPS-Lite
for KMBT and identified by file names in Exhibit A to this LSA
#20.
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|
“
Novell NEST SDK ”
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means
the Novell NEST SDK licensed by PEERLESS to KMBT pursuant to
the NEST Office SDK License Agreement by and between PEERLESS
and KMBT dated January 29, 2002 (as amended and supplemented
from time to time).
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CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED
WITH "[REDACTED]." AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION
|
KMBT/PEERLESS Licensed Software Addendum
#20 |
CONFIDENTIAL |
| (a) |
In
this LSA #20 save as otherwise specifically provided words shall
have the meanings set forth in and shall be construed in accordance
with MTLA #1 and MTLA #2.
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| (b) |
Unless
the context requires otherwise, references to Sections are to
sections of this LSA #20.
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2.
L
ICENSE
GRANT
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2.1 |
License
to SPS and SPS-Lite
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Subject
to the terms and conditions of MTLA #1, MTLA #2 and this LSA
#20, and in consideration for the License Fee contemplated in
Section 3.1, PEERLESS hereby grants to KMBT, under all the
intellectual property rights which PEERLESS owns or has a
right to grant licenses in and to the Licensed Products, a
non-transferable, worldwide, non-exclusive, royalty-free,
perpetual license to (i) use or have used, reproduce or have
reproduced, and modify or have modified, all subject to
Section 2.2 below, and all solely for the purpose of
incorporating the Licensed Products into the Authorized KMBT
Devices, and (ii) distribute and have distributed, copies of
the Licensed Products, to resellers, distributors and end
users of such Authorized KMBT Devices, but only in compliance
with Section 2.3 below. For the avoidance of doubt, any and
all licenses, rights, titles and interests granted by PEERLESS
to KMBT under MTLA #1, MTLA #2, their relevant addenda and
amendments (“Pre-Existing License”) shall remain
in full force and effect. Where there is a conflict between
(i) the Pre-Existing License and (ii) this LSA #20, (ii) shall
prevail.
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2.2 |
Restriction on
“Have” Rights
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KMBT’s
rights to have used, have reproduced and have modified,
contemplated in Section 2.1(i) above, shall only be permitted
to be exercised with respect to third parties, that are not
competitors of PEERLESS
[REDACTED] ,
contracted by KMBT to (i) develop or assist in the development of
the Authorized KMBT Devices, including development of software to
be embedded in the Authorized KMBT Devices, and/or (ii) install,
configure and monitor performance of the Authorized KMBT Devices,
provided that KMBT represents and warrants that such third parties
shall comply with MTLA #1, MTLA #2 and this LSA #20. The parties
hereto acknowledge that KMBT shall be responsible for the conduct
of all such aforementioned third parties.
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2.3 |
Restriction on Distribution
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KMBT
shall only distribute Licensed Products to resellers,
distributors and end users (i) when physically embedded in
Authorized
KMBT
Devices in a manner that is not readily accessible to end
users, or (ii)
[REDACTED] .
Except as specifically permitted herein, KMBT shall not directly or
indirectly disclose or provide Licensed Products to any third
party, nor place a release of the same on any website or
downloadable site/location for application with any Authorized KMBT
Devices which do not include the Licensed Product.
CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH
CONFIDENTIAL
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