Exhibit 10.1
SOFTWARE LICENSE AGREEMENT
PARK CITY GROUP, INC.
CANNON EQUIPMENT COMPANY
P.O. BOX 5000
15100 BUSINESS PARKWAY
PARK CITY, UTAH 84060
ROSEMOUNT, MN 55068
ATTN: RANDALL K. FIELDS
ATTN:
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Software
License
Fee
Supply Chain Profit Link, as described in
Exhibit 1,
including an unlimited number of
locations
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Total
License Fee Amount Due
$3,000,000.00
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======================
We grant, and you accept, a perpetual,
non-exclusive and non-transferable
license for you and your affiliates to use
the Software listed above, subject to
all the terms of this License.
While such license does not include the
right to transfer or sublicense (other
than to your affiliates), we acknowledge
and agree that you may utilize the
Software in support of store layout design,
collation and dissemination of
retail sales intelligence, design and
manufacture of display systems and other
product and services businesses, and that
such utilization will include, among
other matters, making the results that are
produced from using the Software
available to retailers and brand-owners in
order to measure the efficacy of the
products and services provided by or
through you or your affiliates to any such
retailer and brand-owner. The Total Amount
Due is payable upon delivery of the
Software and execution of a software escrow
agreement for your benefit with a
third party escrow agent reasonably
satisfactory to you (the "Effective Date").
Maintenance service commences after
expiration of the limited warranty service
period of ninety (90) days. The cost for
maintenance for the first nine (9)
months of maintenance following the limited
warranty period is included in the
Total License Fee Amount. Maintenance of
the Software shall continue thereafter
annually unless and until terminated by you
on not less than thirty (30) days
prior written notice to us. The cost of
maintenance is calculated as 18% of the
then current license fee for the
applications included in this agreement for the
first year following the initial nine (9)
month period payable at the beginning
of the maintenance period for which payment
is made. For all subsequent years
for which maintenance services may be
contracted the maintenance fee may be
increased annually to reflect the change in
the Consumer Price Index. If you
elect to cancel and later wish to resume
maintenance services, you will, as a
condition of maintenance resumption, pay us
all maintenance fees that would have
been due from the date of cancellation to
the date of resumption, as if you had
not cancelled maintenance services. With
respect to maintenance services, you
will reimburse us for all charges that we
incur in computer-to-computer
communications and for travel,
accommodations and other reasonable out-of-pocket
expenses for such services performed
outside of Park City, Utah with your
consent, which may not be unreasonably
withheld. Any additional services or
other offerings from Park City Group for
the benefit of Customer will be covered
under separate agreement(s).
The Software is licensed, not sold.
Licensee:
Licensor:
CANNON EQUIPMENT COMPANY
PARK CITY GROUP, INC.
By:____________________________________
By:______________________________
Name:__________________________________
Name:____________________________
Title:_________________________________
Title:___________________________
Date:__________________________________
Date:____________________________
<PAGE>
General License Terms and Limited
Warranty
1. DEFINITIONS
1.1 "Software" means the application software (in object code
form)
listed on the front hereof, and all
corrections, updates , modifications and
replacement versions or products to such
software that we provide to you.
1.2 "Documentation" means specifications, users manuals and
other
documentation supplied by us with the
Software, and all updates that we provide
to you.
1.3 "Product" means the Software and the Documentation, and
also
includes any hardware or software devices
used to enable execution of the
Software.
2. LICENSE
2.1 What You Are Entitled To Do. You and your affiliates may (a)
copy
and use the Software on any number of
computers, servers and terminals,
including networked and multi-user
computers and terminals, with any number of
your clients, and on your host computers
and communications servers; (b) copy
the Documentation for use with the
Software; (c) use the Product only in your
business and/or that of your affiliates,
including use of the Software in
support of store layout design, collation
and dissemination of retail sales
intelligence, design and manufacture of
display systems and other product and
services businesses, and that such
utilization will include, among other
matters, making the results that are
produced from using the Software available
to retailers and brand-owners in order to
measure the efficacy of the products
and services provided by or through you or
your affiliates to any such retailer
and brand-owner and (d) make backup and
archival copies of the Software. You may
transfer the Software between computers.
You must maintain a record of all
copies made of the Product, and permit us
to verify the locations and computers
on which the Software is installed.
2.2 What You Are Not Entitled To Do. You will not (a) install
the
Software on your client's computers; (b)
assign, license or voluntarily
transfer, whether by operation of law or
otherwise, your rights hereunder; (c)
loan, rent, lease or sublicense the
Product; (d) use the Software to perform
services for others other than as specified
in paragraph 2.1(c); (e) decompile,
disassemble or otherwise reverse engineer
the Software; (f) modify, translate or
create derivative works of the Product
unless you are then entitled to
possession of the source code for the
Software; or (g) remove any copyright or
other proprietary designations from the
Product.
2.3 Third Party Product. If the Software incorporates other
software
licensed to us ("Third Party Software"), we
grant to you a non-exclusive,
non-transferable and non-assignable
sublicense to use such Third Party Software.
The operation of the Software does not
require you to have rights to other
software not licensed to us except for
Windows, Terminal Services, Oracle or SQL
Database.
3. SELECTION AND USE
You are solely responsible for the Software's selection, and unless
we
are hosting it for you also its
installation, operation and proper use
(including its conformity as implemented to
local laws), verifying data input,
output and results obtained, making
back-ups, and providing data files or tables
for the operation of the Software.
<PAGE>
4. PROPRIETARY RIGHTS
We have copyrights in the Product, and patents or patents pending
in
portions of the Product, and retain all
intellectual property rights in
inventions, applications and other works of
authorship prepared or derived using
the Product, excluding your proprietary
business information, materials, trade
marks and forms reproduced in your
implementation of the Product. The Product
contains trade secrets
