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EXHIBIT 10.49
REMEDYTEMP, INC.
SOFTWARE LICENSE AGREEMENT
This
License Agreement ("AGREEMENT") is entered into as of the _____
day
of _____________, 200 _____ (the "EFFECTIVE DATE") by and between
RemedyTemp,
Inc., ("REMEDY") and __________________________ ("FRANCHISEE").
For good
and valuable consideration, the receipt and sufficiency of
which
is acknowledged, the parties hereto, intending to be legally bound,
hereby agree
to the following terms and conditions:
1.
Licensed Software. The term "SOFTWARE" shall mean, collectively,
the
"I/SEARCH 2000 computer software programs" described in Exhibit A,
and all
related user manuals and other documentation (the "DOCUMENTATION").
The term
"Software" includes any corrections, bug fixes, enhancements,
updates or
modifications to such computer software programs. This Agreement
shall apply to
each copy of the Software licensed by Franchisee at each office of
the
Franchisee.
2. Grant
of License.
2.1 License to Use Software. Subject to the terms and conditions
of
this Agreement, Remedy hereby grants to Franchisee a
non-exclusive,
non-transferable right and license to install and use the Software
in executable
form only on Authorized Hardware solely for purposes of supporting
Franchisee's
employees in connection with Franchisee's internal business
activities of the
Franchised Business (as the term is defined in the Franchise
Agreement) at
Franchisee's Franchise premises.
2.2 Right to Copy Software. Franchisee may copy the Software to
the
extent necessary to fulfill the foregoing license and for back-up
and archival
purposes. Franchisee shall reproduce Remedy's copyright notices and
other
proprietary notices on all copies of the Software, and all copies
shall be
subject to all terms, conditions, and obligations of this
Agreement.
2.3 Right to Copy Documentation. Franchisee may copy the
Documentation to the extent necessary to fulfill the foregoing
license.
Franchisee shall reproduce Remedy's copyright notices and other
proprietary
notices on all copies of the Documentation, and all copies shall be
subject to
all terms, conditions, and obligations of this Agreement.
2.4 Restrictions on Use. The foregoing rights to copy, install
and
use the Software shall be subject to the following
restrictions:
(i) Franchisee shall not allow copies of the Software to be
made, except as specifically allowed under this Agreement;
(ii) Franchisee shall not sell, lease, sublicense, distribute,
or otherwise transfer the Software to any person, firm or
entity;
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(iii) Franchisee shall not modify, alter, adapt, publicly
perform or publicly display the Software or Documentation in any
manner;
(iv) Franchisee shall not use, or permit the Software to be
used in a computer service bureau, time-sharing or Application
Service Provider
(ASP) arrangement; and
(v) Franchisee shall not decompile, disassemble, translate,
reverse engineer or otherwise derive the source code form of any
portion of the
Software.
3. System
Hardware. Franchisee shall maintain, at its cost and expense,
computer hardware and related equipment designated by Remedy, in
its sole
discretion, as required for use of the Software (collectively, the
"AUTHORIZED
HARDWARE"). Franchisee shall have the right to purchase the
Authorized Hardware
through Remedy's Franchisee hardware purchase program. In the event
Franchisee
elects to purchase the Authorized Hardware independently of the
Franchisee
hardware purchase program, the hardware and equipment must
nevertheless comply
with the specifications at Exhibit B. Remedy may, from
time-to-time, modify,
change, add or delete specifications required for computer hardware
and related
equipment. Any change in specifications provided by Remedy shall,
which may
require the purchase of additional equipment or the upgrade of
existing
equipment, be implemented within a reasonable time after notice of
such change
by Remedy and at the sole cost and expense of Franchisee.
4.
Technical Support.
4.1. Installation and Software Support. Remedy agrees to
provide
reasonable technical assistance to Franchisee for installation and
program
support of the Software, as reasonably may be required from
time-to-time by
Franchisee, the cost of which shall be included in the Annual Fee
paid by
Franchisee. In the event Remedy personnel are required to travel to
Franchisee
location(s), Franchisee agrees that Franchisee shall pay Remedy all
costs
incurred as a result of such on-location service. Payment of all
such costs
incurred shall be due and payable net thirty (30) days upon receipt
of invoice.
4.2 Skill Level. Remedy assumes that Franchisee and its
employees
shall have the requisite skills to access and use the Software. If
either
Franchisee or its employees do not have such requisite skill,
Franchisee or its
employees shall obtain the skills needed, either through Remedy
training or
elsewhere, at additional cost to Franchisee.
4.3 Support Services. In consideration of the Annual License
Fees,
Remedy will provide support to Franchisee for the Software licensed
to
Franchisee. Remedy will make the following support services
available to
Franchisee:
(i) Telephone Support. Remedy personnel will be available to
Franchisee by phone or e-mail to answer questions regarding the use
of the most
current version of the Software released by Remedy, and to help
Franchisee
identify, verify and resolve problems with such Software
("TELEPHONE SUPPORT").
Telephone Support will be available Monday through Friday from 9:00
a.m. to 5:00
p.m., Pacific Time, Remedy holidays excluded.
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(ii) Notice of Inoperability. In the event the Software is not
operable for any reason, Franchisee shall notify the designated
representative
of Remedy within twenty-four (24) hours of such inoperability, or
within one (l)
business work day, whichever shall first occur.
(iii) New Releases. Remedy will provide Franchisee with copies
of any standard new versions of the Software that are released by
Remedy on a
general basis. All such new versions shall be subject to the terms
and
conditions of this Agreement.
4.4 Support Coordinator. Franchisee will designate, in writing,
no
more that two (2) persons who will be entitled to contact Remedy
for Telephone
Support. These support coordinators may be changed from time to
time upon
written notice from Franchisee to Remedy. Remedy is not obligated
to directly
support Franchisee's internal users except for the designated
support
coordinators.
5.
Hardware and Equipment Service. Franchisee shall purchase a
hardware
maintenance contract with Remedy's designated vendor (the
"MAINTENANCE VENDOR")
or such other Maintenance Vendor as Remedy and Franchisee shall
mutually agree
upon for hardware and equipment service during the term of this
Agreement. The
cost of such maintenance contract shall be set by the Maintenance
Vendor.
Franchisee shall look to the Maintenance Vendor or the applicable
manufacturer
of any Authorized Hardware for use with the Software for any and
all warranties
and service of such items. Remedy shall not be responsible for any
warranties,
service or support of any Authorized Hardware or other
equipment.
6. Term of
Agreement. The term of this Agreement shall be for the term or
duration of the original Franchise Agreement, or any renewal
thereof, entered
into and executed by and between Franchisee and Remedy Intelligent
Staffing,
Inc. (the "FRANCHISE AGREEMENT"), subject to the provisions of
Section 12 of
this Agreement.
7. Fees
and Payment Terms.
7.1 Annual Fee. Franchisee shall pay Remedy an annual fee in
equal
installments for each of Franchisee's offices that license the
Software (the
"ANNUAL FEE"). The current Annual Fee is set forth in Exhibit C.
The Annual Fee
shall cover all of Franchisee's costs relating to: (1) the
licensing of the
Software; (2) the licensing of the Software at Remote I/SEARCH 2000
Internet
Access Workstations (as defined in Section 7.2 below); (3) Remedy's
telephone
support for software users; (4) Remedy's updates for the Software
that are made
generally available to franchisees; and (5) Remedy's technical
support of the
Software. The Annual Fees and any other fees owed to Remedy by
Franchisee shall
be due and payable as provided in Section 7.6 hereof.
7.2 Access Workstations. The term "Remote I/SEARCH 2000
Internet
Access Workstations" shall mean the use of the Software at the
following remote
locations.
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i) a single Remote I/SEARCH 2000 Internet Access Workstation at
the
residential home of the majority owner of the Franchised Business
or Manager of
the Franchised Business;
ii) a single Remote I/SEARCH 2000 Internet Access Workstation at
any
number of recruiting locations; and
iii) any number of I/SEARCH 2000 Internet Access Workstations
that
use the I/SEARCH 2000 Software for no more than 90 days to
establish a temporary
office or a temporary onsite location.
Any use of a Remote I/SEARCH 2000 Internet Access Workstation
aside
from those uses delineated above shall be subject to a separate
Annual Fee per
such use and an additional one-time server access fee for each
workstation using
the I/SEARCH 2000 Software. Such one-time workstation fee shall be
at the
prevailing rate, which, as of the Effective Date, is set forth in
Exhibit C.
7.3 Other Fees. In addition to the Annual License Fees,
Franchisee
shall be responsible for all installation costs, shipping costs,
handling costs
and all applicable taxes on the license. Furthermore, the Annual
License Fees do
not include the costs of any third-party software or the internet
connections
fees required to access the system. Internet connection fees will
be billed
directly to Franchisee, based upon the master contract Remedy has
with an
internet service provider.
7.4 Hardware Costs. Franchisee shall pay Remedy for any and all
hardware and equipment purchased from Remedy upon installation
within thirty
(30) days upon receipt of an invoice from Remedy.
7.5 Price Changes. Remedy reserves the right to change its fees
for
any item or service provided by Remedy to Franchisee under this
Agreement. Such
Fees may be changed form time-to-time at Remedy's sole discretion.
Accordingly,
the prices for any items ordered by Franchisee under this Agreement
after the
Effective Date are subject to change; provided that all fees shall
be charged at
Remedy's published rates for such items in effect at the time
charged.
7.6 Payments. Remedy shall invoice Franchisee for all costs of
annual license fees, annual update fees, annual support fees, and
all costs for
shipping, handling and applicable state/local/federal taxes. All
amounts
invoiced to Franchisee, pursuant to this paragraph, shall be
deducted by Remedy
from the Franchisee's Share pursuant to the Franchise Agreement.
Except as
specifically provided otherwise, all other fees shall be due in
full on or
before thirty (30) days from the receipt of an invoice
therefor.
7.7 Hardware Costs. Remedy shall invoice Franchisee all costs
for
hardware and equipment purchased by Franchisee from Remedy. Payment
shall be due
and payable to Remedy within thirty (30) days of
