|
Exhibit 10.1
SOFTWARE LICENSE AGREEMENT
THIS SOFTWARE LICENSE AGREEMENT (this "Agreement"), effective as
of June 8, 2006 (the "Effective Date") is made and entered into by
and between Global Directory Solutions, LLC, a Delaware limited
liability company ("Licensor"), and Scientigo, Inc., a Delaware
corporation ("Licensee").
The parties hereto agree as follows:
1.
Definitions : As
used herein, except as expressly set forth herein otherwise, the
following terms shall have the meaning set forth below:
1.1
"Programs" means the web-based logistics management software known
as the FMS software, described in detail on Schedule A.
Notwithstanding anything else in this Agreement to the contrary,
the Programs exclude any third party software modules which are
separately licensed from third parties and used in conjunction with
the licensed software and modules.
1.2
"Object Code" means the Programs assembled or compiled in magnetic
or electronic binary form on software media, which are readable and
usable by machines, but not generally readable by humans without
reverse assembly, reverse compiling, or reverse engineering.
1.3
"Source Code" means the Programs written in a form intelligible to
a trained programmer and capable of being translated into Object
Code for operation on computer equipment through assembly or
compiling, and accompanied by documentation, including flow charts,
schematics, statements of principles of operations, and
architecture standards, describing the data flows, data structures,
and control logic of the Programs in sufficient detail to enable a
trained programmer through the study of such documentation to
maintain and/or modify the Programs without undue
experimentation.
1.4
"Derivative Work" shall have the meaning set forth in 17 U.S.C.
§ 101. For purposes herein, a compilation that
incorporates the Programs or Technical Materials shall constitute a
Derivative Work of the Programs or Technical Materials.
1.5
"Technical Materials" means documentation that describes the
function and use of the Programs in sufficient detail to permit its
use, including technical specifications and end-user materials.
1.6
"Intellectual Property" means any or all of the following and all
rights, arising out of or associated therewith: (i) all
United States, international and foreign patents and
applications therefore and all reissues, divisions, renewals,
extensions, provisionals, continuations and continuations-in-part
thereof; (ii) all inventions (whether patentable or not), invention
disclosures, improvements, trade secrets, proprietary information,
know-how, technology, technical data and customer lists, and all
documentation relating to any of the foregoing throughout the world
(iii) all copyrights,
copyright registrations and applications therefore, and all
other rights corresponding thereto throughout the world; (iv) all
industrial designs and any registrations and applications therefore
throughout the world; (v) all URLs, domain names, trade names,
logos, slogans, designs, common law trademarks and service marks,
trademark and service mark registrations and applications therefore
throughout the world; (vi) all databases and data collections and
all rights therein throughout the world; (vii) all moral and
economic rights of authors and inventors, however, denominated,
throughout the world; and (viii) any similar or equivalent rights
to any of the foregoing anywhere in the world.
1.7 "Combined Product" shall
have the meaning described in Section 2.1 below.
2.
Grant of License .
2.1
Software . Subject to Section 2.3 below, Licensor
hereby grants to Licensee, and Licensee accepts a perpetual,
irrevocable, worldwide, exclusive, transferable, sublicensable,
royalty-free, fully paid license to: (a) reproduce; (b)
distribute; (c) prepare Derivative Works of in any manner,
including customizing for clients, updating, revising or modifying
the Programs in any way, or combining with Licensee’s
intellectual property and/or third party intellectual property into
a single combined product which will subsume the Programs (the
"Combined Product"); (d) publicly display; and (e) publicly perform
the Programs, in Source Code or Object Code forms, including, but
not limited to the right to (i) install, use, reproduce, maintain
and support the Programs; (ii) host, reproduce, distribute,
sublicense and make available to Licensee’s customers the
Programs via remote communications media; (iii) to install and
license access to and use of the Software to Customers and their
affiliates, clients, and contractors within the United States, when
marketed and resold as a Derivative Work or in a Combined Product;
and (iv) authorize subcontractors to do any of the foregoing on
behalf of Licensee. Licensor also grants to Licensee, and
Licensee accepts a perpetual, worldwide, exclusive transferable,
sub licensable, royalty-free, fully paid license to reproduce,
modify, display, distribute, and prepare Derivative Works of the
Technical Materials for the purpose of installing, using,
reproducing, maintaining, supporting, hosting, sublicensing,
customizing and distributing the Programs and any Combined
Products.
2.2
Intellectual Property . Subject to Section 2.3 below,
Licensor hereby grants to Licensee, and Licensee accepts a
perpetual, irrevocable, worldwide, exclusive, transferable, sub
licensable license to use the Intellectual Property in connection
with the rights granted under Section 2.1.
2.3
Exception to Exclusive License Grant . The parties
agree and acknowledge that the exclusive nature of the licenses
granted pursuant to Sections 2.1 and 2.2 above are subject to the
rights and licenses previously granted by Licensor to Infocall,
Inc. only. Licensor represents and warrants that except as
expressly stated in this Section 2.3, it has not granted to any
third parties any rights or interests to the Programs, Technical
Materials and Intellectual Property.
3.
Ownership Rights . Licensee shall have sole and
exclusive ownership of all right, title and interest in and to any
Combined Products, Derivative Works of the Programs and Technical
Materials prepared by, or at the direction of, Licensee, all copies
thereof, and all copyrights and other Intellectual Property rights
pertaining thereto. No rights or licenses to such Combined
Products or Derivative Works are granted to Licensor hereunder by
implication, estoppels or otherwise.
4.
Limited License . This Agreement does n
|
