SOFTWARE LICENSE AGREEMENT

 

Exhibit   No.   10.1

 

                     SOFTWARE LICENSE AGREEMENT

 

THIS SOFTWARE LICENSE AGREEMENT (the "Agreement") entered into as of

the 29th   day of September, 2005, by and between PRIMECARE SYSTEMS,

INC., ("Licensor"), a Delaware corporation with an office at 56

Harrison Street, New Rochelle, NY 10801, U.S.A. and TELEMEDICA SRL

("Licensee"), a corporation   organized under the laws of Argentina,

with an office at Santa Fe 2534 Segundo A, (1425) Buenos Aires,

Argentina, determines the rights and licenses granted to the

Licensee in the Licensed Software (hereinafter defined) to be

provided by the Licensor hereunder.

                                                       

        1. Definitions. As used in this Agreement, the following

definitions shall apply:

 

         (a) "Licensed Product" shall mean, collectively, the

Licensed Software and Licensed Documentation (as each are

hereinafter defined), of the PrimeCare(TM) Patient Management

System, Version Nine (the "PrimeCare V9 System").   A fully

operational PrimeCare V9 System is comprised of two major

constituents, the V9 Client Software, and the V9 Data Center tier.

During operational use, the V9 Client Software connects with and

exchanges data with the V9 Data Center using the world-wide Internet

as a communications medium.

 

                (b) "Licensed Software" or "Software" shall mean the

operating programs for the V9 Client Software, whether in object

code form, or not, including all updates, modifications,

enhancements, improvements and revisions thereof, supplied by the

Licensor during the Term hereof (hereinafter defined), and all

permitted copies, if any, of the foregoing, for operation on

Licensee's Hardware (hereinafter defined). The Software and all

Updates are, and shall remain, the sole property of Licensor.

 

                (c) "Licensed Documentation" shall mean all

documentation supplied by the Licensor hereunder, other than the

Licensed Software, related to such Software.

 

                (d) "Use" shall mean the reading into, and out of,

memory of the Licensed Software and the execution thereof, in whole

or in part, on Licensee's computer hardware (the "Hardware") located

at the Installation Locations (hereinafter defined) for the internal

uses of the Licensee only.

 

                 (e) "Demonstration Mode" shall mean Use of the

Licensed Software to access only test and demonstration data, as

restricted by the Software prior to Software Registration

(hereinafter defined).

 

                (f) "Software Registration" shall mean establishment

of a unique identifier for the entity desiring to Use the Licensed

Software in an operational setting, so that access to other than

test and demonstration data is permitted.   The Software Registration

process is controlled and managed solely by Licensor.

 

                (g) "Registered Use" shall mean Use by any Licensee

of the Licensed Software in other than Demonstration Mode.   Any

Licensee desiring Registered Use of the Licensed Software must have

properly executed an End User Software License Agreement prior to

such Use.

 

                (h) "Installation Locations" shall mean each and

every facility of the Licensee in which the Licensed Software is to

be installed or Used.

 

                (i) "Sub-Licensee" shall mean Licensee's

Sub-licensees located solely in Argentina, Brazil, Chile, Paraguay

and Uruguay.

 

                (j) "User" shall mean any person or entity

responsible for activating and operating the Licensed Software at

any Installation Location.

 

                (k) "Updates" shall mean any and changes, additions

and/or modifications to the medical content of the Software, which

includes the patient questionnaires, physician reference materials,

patient education materials, prescriptions and medications list and

prescriptions and medications interaction data, as well as

enhancements, improvements, and changes to the Software itself.

 

        2. License. Subject to the continued timely payment by

Licensee to Licensor of the license fees hereinafter set forth on

Schedule A hereto (the "Fees"), Licensor hereby grants to Licensee,

and Licensee hereby accepts, during the Term hereof, a personal,

exclusive and non-transferable license to market and sub-license

PrimeCare V9 for use at Installation Locations situate solely within

the countries of Argentina, Brazil, Chile, Paraguay and Uruguay (the

"License"), all of whom are members of the free trade association ,

known as Mercosur.   Notwithstanding the foregoing, in the event that

the gross revenues derived by Licensee from sub licensing PrimeCare

V9, are less than two million five hundred thousand U.S. dollars

(US$2,500,000) for the third year of the Term of this Agreement, or

any year thereafter, then, in that event, this Agreement will become

non-exclusive for the balance of the Term.   Each Sub-licensee who

desires to Use PrimeCare V9 under this Agreement shall be required

to comply with the terms and conditions of this Agreement, and enter

into, and comply with, the terms and conditions of the Software

Sub-License Agreement, in form and substance as set forth in

Schedule B, annexed hereto and made part hereof, and which Software

Sub-license Agreement has been approved by Licensor.   The Fees

required from each Sub-licensee will be negotiated by Licensee on

behalf of Licensor subject to approval by Licensor.

 

        3. License fees and taxes.

 

                (a)   The Fees for the   license granted pursuant to

Section 2 hereof, and for the support services provided for under

Section 4 hereof, shall be the Fees set forth on Schedule A, annexed

hereto and made part hereof.

 

         (b) The Fees shall be due from the Licensee and payable to

the Licensor in twelve (12) equal monthly payments on, or before,

the tenth day of each month.   Licensee shall pay a late payment

charge of 1.5 percent per month, or the maximum rate permitted by

applicable law, whichever is less, on the aggregate unpaid amount

due for each calendar month or fraction thereof that any payment to

Licensor is in arrears.

 

         (c) In addition to all Fees, Licensee shall pay all taxes

based on, or in any way measured by, this Agreement, use of the

PrimeCare V9 or any portion thereof, or any services related

thereto, excluding taxes based on Licensor's net income, but

including personal and/or intangible property taxes, if any. If

Licensee desires to challenge the applicability of any such tax, it

shall first pay such tax to Licensor and then Licensee, at its own

cost and expense, thereafter may challenge such tax before the

applicable governmental agency and seek refund thereof.

 

        4. Support of licensed software. During the Term of this

License, Licensor shall provide to Licensee, without additional

charge, all Updates to the Licensed Software, so as to provide

Licensee with the most current medical content contained in a

marketed version of the Software, together with technical

information and assistance regarding all phases of the Updates to

the Software.   Each User, however, shall be solely responsible for

ensuring that the most recent version of the Software, required to

Use PrimeCare V9, is installed at User's Installation Location.

 

        5. Term of agreement and licenses. This Agreement shall

commence on the day and date first above written and shall continue

in being for ten (10) years from that date (the "Initial Term"),

unless otherwise terminated or canceled as hereinafter provided.

This Agreement shall be automatically extended for successive

periods of twelve (12) months following the Initial Term (each a

"Renewal Term"), unless at least thirty (30) days, but not more than

sixty (60) days, prior to the end of the Initial Term and each

Renewal Term either party shall notify the other in writing, of its

termination of this Agreement.

 

        6. Protection of trade secrets.

         (a) Licensee acknowledges and agrees that the PrimeCare V9

is Licensor's exclusive property and constitutes a valuable trade

secret of Licensor.   Licensee shall use the PrimeCare V9 only for

the purposes   expressly permitted hereby, and Licensee shall make no

attempt, nor shall it permit any other person to attempt, directly

or indirectly, to "reverse engineer" the same.

 

         (b) Upon any termination, cancellation or expiration of

this Agreement, or the License granted hereunder, Licensee and its

Sub-licensees shall immediately return to Licensor the original, and

any and all copies, of PrimeCare V9, with all Updates, together with

any and all other materials, data or products relating to the

PrimeCare V9 in the possession or control of Licensee or its

Sub-licensees.

 

         (c) Licensee acknowledges that, as a result of its

relationship with Licensor arising from this Agreement, certain

confidential information and property of Licensor may come into

Licensee's possession, and Licensee agrees not to disseminate

Licensor's proprietary information to any other person.

 

         7. Confidentiality; Competition.

 

         (a) For the purposes hereof, the term, confidential

information, is used herein in its legal sense and includes (without

limitation) trade secrets, as well as any information in the

possession of the Licensor, whether created by Licensor or Licensee

which is kept or intended to be kept as a secret from others,

whether or not the secret or confidential information provides a

measurable commercial benefit to Licensor, such as Licensor's

development work, its Software and computer programs (including but

not limited to the Software and computer programs referred to in

this Agreement as the PrimeCare V9 which includes, but is not

limited to the following: program source code, object code, and

underlying algorithms; system medical data organization, storage

mechanisms and techniques; data coding and encryption methodologies;

system usage access algorithms, procedures, and techniques; and

system enhancement plans, schedules, and forecasts), specifics

concerning the design of its equipment or software and computer

programs, whether used internally or not, procedures used to render

programs, equipment or services fit for sale, Licen