Exhibit 10.26
License and Client Software Support Agreement
This agreement ("Agreement"} is entered into this 6th day of April,
2007 by and
between Magnitude Information Systems Inc. and its subsidiary
Magnitude Inc.
("Magnitude") with an address at 1250 Route 28, Suite 309,
Branchburg, NJ 08876
and Imminent Technologies LLC ("IMT"), with an address at 1711 RT
10 East Suite
10, Morris Plains, NJ 07950.
B A C K G R O U N D:
WHEREAS, Magnitude desires to appoint IMT as non-exclusive reseller
for the
licensing to end-users, of Magnitude's product line of certain
specialized
proprietary software commonly marketed by Magnitude under the
ErgoManager label
and derivative software products addressing ergonomic applications
(the
"Software"); and
WHEREAS, Magnitude desires to also appoint IMT as the exclusive
"Official
Support Services Provider" for Magnitude's ergonomic software
product line, to
service current Magnitude customers under service contracts with
Magnitude; and
WHEREAS, IMT represents that is has the necessary professional
expertise and
knowledge about Magnitude's software products and its clients, and
is willing to
accept such appointments.
NOW, THEREFORE, the parties hereto agree on the following:
1.
License
a.
Grant of
License.
(i) Subject to
the terms and conditions of this Agreement;
Magnitude hereby grants to IMT and IMT hereby accepts, a
nonexclusive, nontransferable worldwide license (the
"License") to market, sell and sublicense for the use of
Magnitude's ergonomic software products, including "Ergo-Fun",
"Ergo-Coach", "Ergo-Enterprise" and all current
versions/derivations of "Ergo-Enterprise" (collectively, the
"Product"), at end-user prices, which prices shall be
determined exclusively by IMT.
(ii) The License
granted pursuant to this Agreement includes (a) a
license to the Product source code for the sole purpose of
developing programmatic fixes and enhancements to the Product
and (b) any and all attributes of the Magnitude patent, No.
6,065,138, and all intellectual property associated therewith.
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(iii) Magnitude and IMT acknowledge and agree that:
o
This Agreement grants IMT no title or right of ownership
in or to the Product or any related proprietary
materials and information, or covering Magnitude's
patents or trademarks.
o
IMT shall not, at any time, take or cause any action
which would be inconsistent with or tend to impair the
rights of Magnitude in the Software or any related
proprietary materials and information, including
Magnitude's patents or trademarks.
o
Magnitude hereby grants to IMT the right to develop
ergonomic products based on and around the Products.
2. License
Fee and Royalty
In consideration for the license granted by Magnitude under this
Agreement, IMT
shall pay Magnitude a license fee of $1.00 which Magnitude confirms
as having
received, which payment constitutes payment in full for the
License. In further
consideration for Magnitude granting it the License described
herein, and for
each 12-month period of this Agreement, during which IMT has earned
a minimum of
$200,000 in revenues derived from the sale of the Products, IMT
agrees to pay to
Magnitude a royalty payment in an amount equal to ten (10%) percent
of all gross
revenues earned from the sale of the Products above the
aforementioned $200,000.
So that if during the first 12-month period of this Agreement, IMT
only earns
$250,000 it shall owe a royalty payment to Magnitude in the amount
of $5,000.
Magnitude will have no right to any license fees or royalty
payments resulting
from revenues generated by IMT through IMT Products as described in
paragraph 5
of this agreement. In the event Magnitude should declare bankruptcy
or otherwise
dissolve in the future, IMT's license and right to utilize
Magnitude's patent,
as described in paragraph 1 above, shall continue in perpetuity,
however IMT's
obligation to pay royalties will cease.
3. Support
Services
Magnitude hereby appoints IMT its exclusive "Official Support
Services Provider"
for Magnitude's ergonomic Products; which support services shall
include,
providing support services to all Magnitude customers which have
support and or
maintenance agreements, subject to the following terms and
conditions:
-
IMT
agrees to assume all support services and related expense for
Magnitude customers listed in Exhibit A commencing retroactively
on
September 1, 2006.
-
IMT
shall be entitled to receive directly or, if received by
Magnitude, from Magnitude, all support and maintenance
payments/revenues arising out of support and or maintenance
agreements for services rendered and payments received after
January
1, 2007;
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-
IMT
shall have the exclusive right to accept or reject any and all
customer support and or maintenance agreements as they come up
for
renewal;
-
IMT
shall have the right to hire or employ prior employees of
Magnitude; this right will supersede any prior no-compete or
non-solicit provisions found within prior Magnitude employment
agreements;
-
IMT
shall maintain adequate records for all support and maintenance
activities performed for Magnitude's customers which shall be
available to Magnitude in electronic format;
-
IMT
shall have the use of the Magnitude voicemail and phone system
for as long as necessary without interfering with Magnitude's
business operations;
-
IMT
shall have the right to use the Magnitude website to publish
support and product information until such time as Magnitude
develops a different website for its new and future business;
-
In
the event Magnitude applies an "End of Life" procedure to any
Magnitude customer relationship, IMT shall have, in its sole
and
absolute discretion, the right to provide such customer with its
own
support and maintenance contract; similarly, in the event
Magnitude
decides to apply an "End of Life" protocol to any Magnitude
Product,
it shall only do so in coordination with IMT to achieve clear
disclosures to the public and to avoid any material disruptions
with
customer services.
-
Magnitude shall have no further obligation to support any
Magnitude
customer except where expressly required nor shall Magnitude
have
any obligations to pay for any support or maintenance services
for
any Magnitude customer except as expressly set forth in this
Agreement
-
Magnitude represents that it has provided to IMT a list of all
of
its customers who have support and maintenance service
agreements
with Magnitude.
-
Magnitude shall transfer the assets of its testing lab consisting
of
personal computers (Lab PCs) to IMT at no cost to IMT in order
to
assist IMT in providing the customer support to the Magnitude
client
base required under the terms of this Agreement.
4. Support
Services Fees
For support services provided by IMT previously rendered and
commencing on
September 1, 2006, and for support agreements IMT agrees to assume
(See EXHIBIT
A), and as compensation related to Section 3 above, Magnitude shall
(a) pay IMT
the sum of $20,000.00 , payable as follows: (i) $5,000.00 at the
time this
Agreement is executed, (ii) $15,000.00 within 90 days from the date
of this
Agreement; and (b), issue 150,000 restricted shares of the common
stock of
Magnitude Information Systems, Inc., with stock certificates issued
in
accordance with the instructions of IMT, deliverable within 60 days
from the
date of this Agreement.
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5.
Ownership
IMT and Magnitude
