CONFIDENTIAL
TERMINATION AGREEMENT
This
Termination Agreement (this “ Termination Agreement
”), dated as of September 30, 2005, is made and entered
into by and between America Online, Inc. (“ AOL
”), a Delaware corporation, with its principal offices at
22000 AOL Way, Dulles, Virginia 20166, and America Online Latin
America, Inc. (“ AOLA ”), a Delaware
corporation, with its principal offices at 6600 N. Andrews Avenue,
Suite 400, Ft. Lauderdale, Florida 33309 (each a “
Party ” and collectively the “ Parties
”). Capitalized terms that are used but not defined herein
shall be as defined in the Localization Services, Licensing and
Content Programming Agreement between the Parties effective as of
September 2, 2004, as amended (the “ Agreement
”). The Parties desire to terminate the Agreement as set
forth herein.
TERMS
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1.
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Termination . Effective as of 11:59 p.m. Eastern
Standard Time on September 30, 2005 (the “
Termination Date ”), the Parties hereby agree to
terminate the Agreement; provided that those provisions of the
Agreement which by their terms survive termination of the
Agreement. Notwithstanding the foregoing, Section 8(e)(ii) of
the Agreement (Wind-Down Period) shall not survive termination of
the Agreement and shall have no further force and effect as of the
Termination Date.
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2.
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No
Further Services; No Further Payments . Effective as of the Termination Date, under
this Agreement (a) AOLA shall have no further obligation to
provide Localization Services, Content Programming Services, or
other Services to AOL; (b) AOL shall have no further
obligation to offer any Product Program to AOLA; and (c) AOL
shall have no further obligation to make any payments to
AOLA.
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3.
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Software
Licenses . The
Parties acknowledge and agree that during the Term of the
Agreement, AOL provided to AOLA access to Tools and other software
listed on Exhibit A attached hereto for use in connection with
AOLA’s performance under the Agreement (collectively, the
“ Software ”). Effective as of the Termination
Date, all licenses to the Software shall terminate. The Parties
agree that no tangible copies of such Software were provided
t
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