Sign In Sign In

Search:

Search Assist: On | Off

Home / ContractLibrary / Licensing / Licenses / Master License Agreements

Master License Agreements

Page 1 of 11

Preview Full Doc	2005	Master License Agreement Master License Agreement (14K) Doc #424940: Click preview link for longer preview. MASTER LICENSE AGREEMENT This MASTER LICENSE AGREEMENT (ï¿½ Agreementï¿½) is made and entered into as of August 30, 1994, by and between FOSSIL, INC., a Delaware corporation (hereinafter referred to as ï¿½Licensorï¿½) with a principal office at 2280 N. Greenville, Richardson, Texas 75082, as Licensor, and FOSSIL PARTNERS, L.P., a Texas limited partner., as well as any operating subsidiary and affiliates of Licensor that becomes a party hereto after the date hereof (hereinafter referred to collectively as ï¿½Licenseesï¿½ and each a ï¿½Licenseeï¿½). WITNESSETH: WHEREAS, . . . 424940	Fossil Fossil, Inc. ( Furniture & Fixtures ) As referenced in this Master License Agreement: FOSSIL, INC – 10.6 6 a05-2355_1ex10d6.htm EX-10.6 MASTER LICENSE AGREEMENT This MASTER LICENSE AGREEMENT ( Agreement) is made and entered into as of August 30, 1994, by and between FOSSIL, INC ., a Delaware corporation (hereinafter referred to as Licensor) with a principal office at 2280 N. Greenville, Richardson, Texas 75082, as Licensor, and FOSSIL PARTNERS, L.P., a Texas limited _____________ Fossil. Inc – receipt requested, postage prepaid, (c) sent by a nationally recognized overnight delivery service, with delivery confirmed, or (d) telexed or telecopied. with receipt confirmed, addressed, if to Licensor, as follows: Fossil. Inc 2280 N. Greenville Richardson, Texas 75082 Attention: General Counsel and if to a Licensee, to the address of such Licensee on the books and records of Licensor, or to _____________ FOSSIL, INC – Licensee under this Agreement may be entitled. IN WITNESS WHEREOF, this Master License Agreement has been duly executed by the parties hereto as of the date first written above. LICENSOR: FOSSIL, INC . By: /s/ T. R. Tunnell Name: T. R. Tunnell Title:VP, Secretary & General Counsel LICENSEE: FOSSIL PARTNERS, L.P. By Fossil, Inc./General Partner By: /s/ Randy S. _____________ Fossil, Inc – of the date first written above. LICENSOR: FOSSIL, INC. By: /s/ T. R. Tunnell Name: T. R. Tunnell Title:VP, Secretary & General Counsel LICENSEE: FOSSIL PARTNERS, L.P. By Fossil, Inc ./General Partner By: /s/ Randy S. Kercho Name: Randy S. Kercho Title: VP & CEO _____________ dt 1381749
Preview Full Doc	2004	Master License Agreement Master License Agreement (54K) Doc #284203: Click preview link for longer preview. MASTER LICENSE AGREEMENT Effective as of this 3rd day of February, 2004 (the ï¿½Effective Dateï¿½), this Master License Agreement (ï¿½Agreementï¿½) is made by and between BioProgress Technology International Inc. (ï¿½BioProgressï¿½), a Nevada Corporation which is a wholly owned subsidiary of BioProgress PLC (ï¿½BioProgress Plcï¿½), a company having a principal place of business at Hostmoor Avenue, March, Cambridgeshire, PE15 0AX, United Kingdom, and FMC Corporation, a company having a principal place of business at 1735 Market St., Philadelphia, PA (ï¿½FMCï¿½). WHEREAS, BioProgress, . . . 284203	BioProgress BioProgress plc ( Pharmaceutical Preparations ) As referenced in this Master License Agreement: BioProgress PLC – License Agreement (Agreement) is made by and between BioProgress Technology International Inc. (BioProgress), a Nevada Corporation which is a wholly owned subsidiary of BioProgress PLC (BioProgress Plc), a company having a principal place of business at Hostmoor Avenue, March, Cambridgeshire, PE15 0AX, United Kingdom, and FMC Corporation, _____________ (BioProgress Plc) – Agreement) is made by and between BioProgress Technology International Inc. (BioProgress), a Nevada Corporation which is a wholly owned subsidiary of BioProgress PLC (BioProgress Plc) , a company having a principal place of business at Hostmoor Avenue, March, Cambridgeshire, PE15 0AX, United Kingdom, and FMC Corporation, a company _____________ BioProgress Plc, – 0AX, United Kingdom, and FMC Corporation, a company having a principal place of business at 1735 Market St., Philadelphia, PA (FMC). WHEREAS, BioProgress, BioProgress Plc, and FMC are entering into herewith a global strategic alliance pursuant to the NRobe Agreements (as defined below) whereby FMC will receive _____________ BioProgress Plc – FMC will be solely responsible for commercialization of NRobe and related films, and (ii) FMC will buy NRobe Equipment (as defined below) from BioProgress Plc for resale or license with the NRobe System to customers around the world; WHEREAS, BioProgress and BioProgress Plc and FMC have acknowledged that _____________ BioProgress Plc – Equipment (as defined below) from BioProgress Plc for resale or license with the NRobe System to customers around the world; WHEREAS, BioProgress and BioProgress Plc and FMC have acknowledged that to implement their long-term strategic alliance the NRobe Agreements relating to licensing, film supply and equipment sale _____________ dt 208660 ; Bioprogress Bioprogress Technology International, Inc. ( Restaurants ) As referenced in this Master License Agreement: BioProgress Technology International – AGREEMENT Effective as of this 3rd day of February, 2004 (the Effective Date), this Master License Agreement (Agreement) is made by and between BioProgress Technology International Inc. (BioProgress), a Nevada Corporation which is a wholly owned subsidiary of BioProgress PLC (BioProgress Plc), a company having a principal place of _____________ BioProgress Technology International – rules. 18 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first mentioned above. BioProgress Technology International Inc. FMC Corporation By /s/ Graham Hind By /s/ Theodore H. Butz Date: February 3, 2004 Date: February 3, 2004 B ioProgress PLC _____________ dt 223301 ;	FMC FMC Corp. ( Chemical Manufacturing ) As referenced in this Master License Agreement: FMC Corporation – Master License Agreement, dated as of February 3, 2004 between FMC Corporation EX-4.12 2 dex412.htm MASTER LICENSE AGREEMENT, DATED AS OF FEBRUARY 3, 2004 BETWEEN FMC CORPORATION Exhibit 4.12 MASTER _____________ FMC CORPORATION – of February 3, 2004 between FMC Corporation EX-4.12 2 dex412.htm MASTER LICENSE AGREEMENT, DATED AS OF FEBRUARY 3, 2004 BETWEEN FMC CORPORATION Exhibit 4.12 MASTER LICENSE AGREEMENT Effective as of this 3rd day of February, 2004 (the Effective Date), this Master License Agreement ( _____________ FMC Corporation – of BioProgress PLC (BioProgress Plc), a company having a principal place of business at Hostmoor Avenue, March, Cambridgeshire, PE15 0AX, United Kingdom, and FMC Corporation , a company having a principal place of business at 1735 Market St., Philadelphia, PA (FMC). WHEREAS, BioProgress, BioProgress Plc, and FMC are _____________ FMC Corporation – WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first mentioned above. BioProgress Technology International Inc. FMC Corporation By /s/ Graham Hind By /s/ Theodore H. Butz Date: February 3, 2004 Date: February 3, 2004 B ioProgress PLC By /s/ _____________ dt 227456
Preview Full Doc	2003	Master License Agreement Master License Agreement (50K) Doc #145616: Click preview link for longer preview. TESSERA, INC. TCC Master License Agreement This Agreement is entered into as of this seventh day of July, 1994, between TESSERA INC., a corporation organized under the laws of Delaware (Tessera) and HITACHI, LTD., a corporation organized under the laws of Japan (Licensee); unless otherwise specified, all reference to Licensee shall mean the Semiconductor and Integrated Circuit division of Hitachi, Ltd., with reference to the following facts: Scope: WHEREAS, Tessera owns certain semiconductor integrated circuit (IC) packaging technology it calls TCC technology and certain other IC tape mounting technology it calls TCMT technology and certain other related technology for the manufacture of laminated substrates for IC interconnect it calls TLS technology, where said technologies include manufacturing processes, device designs and specifications, including design rules and certain other proprietary information and technology required to manufacture TCCs and multi-chip modules (MCMs) made with TCCs, (collectively, the Technology) (each of the foregoing capitalized terms is more particularly described herein): and WHEREAS, Licensee wishes to use the Technology including Tesseras intellectual property rights to: manufacture, or have others manufacture, TLS or TCMT materials; assemble ICs that it may own onto said TCMT materials as TCCs; assemble MCMs using TCCs and TLS materials; and market and sell such TCCs (except as provided for herein) and MCMs and related packages, materials and services all in accordance with the terms hereof; and WHEREAS, Tessera is in the business, among other things, of manufacturing, assembling, and selling TCCs and MCMs to customers as well as distributing (reselling) certain TCCs assembled by others to MCM assemblers; and WHEREAS, Tessera and Licensee wish to market, promote, and promulgate TCMT, TCCs, and MCMs made with TCCs as standards with industry wide acceptance, and to foster the rapid growth of an infrastructure of materials suppliers and of assembly, burn-in, and test equipment manufacturers all supporting TCC and TCMT standards; and WHEREAS, Tessera and Licensee wish to ensure and maintain TCMT, TCC, and TLS Specifications and Standards along with manufacturing specifications and quality standards for same; 1 Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. The Parties Hereto Agree: I. Definitions: As used herein, the following terms shall have the following meaning: A. The term Affiliate means any company of which fifty percent (50%) or more of the voting stock is owned or controlled by Licensee. A company shall be considered an Affiliate only so long as such majority ownership or control exists. B. The term Packaging-Related, as applied to any item (including any information, idea, invention or know-how, Licensees Improvement or Tessera Patent), means only such item that is both: (a) related to TCC, TLS, TCMT and MCMs (limited to the extent MCMs are subject to valid claims in Tessera Patents covering TCC), and (b) substantially related to the physical structures and/or stages of assemblies, components and/or methods for packaging, mounting or connecting semi-conductor chips. Items which relate only to the electrical circuitry embodied in semi-conductor chips or assemblies, and which do not relate to said physical structures or stages of assembly are not Packing-Related. C. The term Technology means the Technical Information and Tessera Patent relating to design, manufacture, assembly, packaging, and use of TCC, TLS, TCMT and MCMs including all Packaging-Related know-how owned or controlled and used by Tessera. D. The term Technical Information means all Tesseras technical information relating to Technology where Technical Information may be proprietary and/or confidential, including, without limitation, material specifications, current best method of manufacture and assembly, plating processes, tooling specifications, design methods, techniques, and including necessary Tessera know-how, proprietary software, and other Tessera engineering data and test result which may be needed by Licensee (all of the foregoing to be mutually agreed upon by the parties) to exercise the rights, licenses and privileges of the licenses granted hereunder. E. The term Patent means letters patent, utility models, and applications therefor in all countries of the world, including re-issues, continuations, and all corresponding foreign patents. F. The term Tessera Patent means Patent (i) which had or have a first effective filing date in any country prior to expiration or termination of this Agreement, (ii) which arise out of inventions made and/or acquired by Tessera based on the Technology prior to expiration or termination of this Agreement, and/or (iii) under which Tessera or any successor thereof has as of the Effective Date and during the term of this Agreement, the right to grant licenses of the scope granted herein without the payment of royalty or other consideration to third parties except for payment to third parties for inventions made by said parties while employed by Tessera or any successor thereof, including US patents and US patent applications set forth in Schedule A attached. 145616	Hitachi Hitachi, Ltd. ( Capital Goods ) As referenced in this Master License Agreement: HITACHI, LTD – entered into as of this seventh day of July, 1994, between TESSERA INC., a corporation organized under the laws of Delaware (Tessera) and HITACHI, LTD ., a corporation organized under the laws of Japan (Licensee); unless otherwise specified, all reference to Licensee shall mean the Semiconductor and Integrated _____________ Hitachi, Ltd – organized under the laws of Japan (Licensee); unless otherwise specified, all reference to Licensee shall mean the Semiconductor and Integrated Circuit division of Hitachi, Ltd ., with reference to the following facts: Scope: WHEREAS, Tessera owns certain semiconductor integrated circuit (IC) packaging technology it calls TCC technology and _____________ Hitachi, Ltd – forth below: Tessera: Tessera, Inc. 3099 Orchard Drive San Jose, California 95134 Facsimile No.: 408-894-0768 Attn: Chief Executive Officer 14 Licensee: Hitachi, Ltd . 6, Kanda-Surugadai 4-chome, Chiyoda-ku, Tokyo, 101 Japan Facsimile No.: 81-3-3258-5214 Attn: Department Manager, American Business Development _____________ HITACHI, LTD – IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written. For TESSERA INC.: For HITACHI, LTD .: /s/ John W. Smith /s/ Tsugio Makimoto John W. Smith, Jr. Tsugio Makimoto, Ph.D. President and CEO Executive Managing Director General _____________ Hitachi, Ltd – FAX TRANSMISSION 1/1 Date: September 16, 1994 To: Mr. Tom Distefano Tessera CC: Mr. John W. Smith From: K. Matsukawa/SICD-BDAP, Hitachi, Ltd . Re: Office Removal The headquarters office of Semiconductor & Integrated Circuits Division including my department, Business Development and Alliance Promotion, will remove from _____________ dt 224971 ;	Tessera Technologies Inc.
Preview Full Doc	2003	Master License Agreement Master License Agreement (133K) Doc #150995: Click preview link for longer preview. MASTER LICENSE AGREEMENT This License Agreement ("Agreement") is entered into on February 24, 2003 ("Effective Date") by and between dELiAs Brand LLC, a Delaware limited liability company, located at 435 Hudson Street, New York, New York 10014 ("Licensor"), and JLP Daisy LLC, a Delaware limited liability company, located at 1800 Moler Road, Columbus, Ohio 43207 ("Licensee") (each a "Party" and collectively the "Parties"). RECITALS A. Licensor is the owner of the marks listed on SCHEDULE A which, through extensive use, promotion, and investment have become leading symbols of high quality and fashion when used in connection with, but not limited to, teen apparel and accessories; B. Licensor desires to expand use of its marks while at the same time maintaining, reinforcing, strengthening and expanding the value and reputation of such marks and of Licensor's operations; C. Licensor desires to undertake such expansion, among other ways, through a licensing arrangement under which Licensor is entitled to participate in and oversee the design, manufacture, distribution, sale and promotion of all goods covered by the License pursuant to the terms and conditions set forth in this Agreement; D. It is of paramount importance to Licensor that each good manufactured and sold under its licensing arrangement is of quality at least as high as those goods currently manufactured and sold by Licensor or its Affiliates and conforms to such standards and specifications to be set and/or adjusted by Licensor consistent with the quality and standards of the merchandise currently offered by Licensor or its Affiliates (it being understood that while Licensor may permit goods of higher quality to be produced hereafter by Licensor's Affiliates, Licensor will not require such higher standard to be imposed on Licensee); E. It is of paramount importance to Licensee that goods manufactured and sold by Licensor or its Affiliates continue to remain of a quality at least as high as goods currently manufactured and sold by Licensor or its Affiliates (it being again understood that while Licensor may permit goods of higher quality to be produced hereafter by Licensor's Affiliates, Licensor will not require such higher standard to be imposed on Licensee); F. Licensee has represented that, through its principals, it has had many years of experience with respect to the type of licensing arrangement contemplated hereby for the type and quality of the goods to be covered hereby; and G. Licensee has represented that it is ready, willing and able to serve as a licensee of Licensor on the terms and conditions set forth herein and Licensee desires to obtain an exclusive license to use the Licensed Marks solely with respect to the Licensed Products in the Licensed Territory (as those terms are defined below) pursuant to the provisions of this Agreement. NOW, THEREFORE, in consideration of the mutual provisions contained herein, the sufficiency of which are hereby acknowledged, Licensor and Licensee agree as follows: {Page} ARTICLE 1 DEFINITIONS 1.1 ADJUSTED SUBLICENSE INCOME. The term "Adjusted Sublicense Income" means Sublicense Income less the Brand Management Fee and, from and after Recoupment, less Licensee's actual out-of-pocket legal expenses incurred in connection with entering into sublicense agreements with Permitted Sublicensees as contemplated hereby after Recoupment. 1.2 ADVANCE. The term "Advance" means the sum of $16,500,000. 1.3 AFFILIATE. An "Affiliate" of any Person means any Person, directly or indirectly controlling, controlled by or under common control with such first Person. 1.4 AFFILIATE PROGRAMS. The term "Affiliate Programs" means the programs, as may be modified from time to time, under which third parties place a link on their respective Internet websites or home pages, which links contain images of Licensed Marks and/or Licensed Products, directing visitors of such Internet websites or home pages to an Internet website of a dELiAs Licensee. 1.5 APPROVED CUSTOMERS. The term "Approved Customers" is defined in Section 6.1. 1.6 BRAND MANAGEMENT AGREEMENT. The term "Brand Management Agreement" means the brand management agreement to be executed on the date hereof by Licensee and the Brand Manager in the form attached hereto as EXHIBIT A, which agreement expressly acknowledges that Licensor is an intended third-party beneficiary thereof, together with all amendments, modifications, extensions and replacements thereof. 1.7 BRAND MANAGEMENT FEE. The term "Brand Management Fee" means the fee to be paid to the Brand Manager under the Brand Management Agreement. 1.8 BRAND MANAGER. The term "Brand Manager" means Group 3 Design Corp. 1.9 BUSINESS DAY. The term "Business Day" means any day other than a Saturday or Sunday or a day on which banking institutions in the City of New York are authorized or required by law to remain closed. 1.10 CONFIDENTIAL INFORMATION. The term "Confidential Information" is defined in Section 5.4. 1.11 CUSTOMER AGREEMENTS. The term "Customer Agreement" is defined in Section 2.2(g). 1.12 DELIAS ARTWORK. The term "dELiAs Artwork" means any copyrightable artwork developed by Licensor and used by Licensor and/or dELiAs Corp. or its Affiliates on or in connection with the advertising and sale of Licensed Products. 1.13 DELIAS BUSINESS. The term "dELiAs Business" means the business as heretofore conducted by dELiAs Corp. and its subsidiaries, including the operation of specialty retail stores, commercial Internet websites, Affiliate Programs and catalogs marketing principally apparel, accessories and home furnishings to teenage girls and young women. 1.14 DELIAS LICENSE. The term "dELiAs License" has the meaning set forth in Section 2.4(a). 1.15 IDENTIFIED COMPETITORS. The "Identified Competitors" are set forth on SCHEDULE F, as it may be amended from time to time with the consent of the Licensee (it being understood that such Schedule is intended to include the principal competitors of dELiA*s Corp.). 150995	Proskauer Rose Proskauer Rose LLP ( Legal ) As referenced in this Master License Agreement: Proskauer Rose – Tod Friedman, Esq. Fax: (614) 443-0972 With a copy to: With a copy to: Proskauer Rose LLP Wachtel & Masyr LLP 1585 Broadway 110 East 59th Street New York, New York dt 33315 ; dELiA*s Brand LLC;	JLP Daisy LLC; dELiA*s Corp.
Preview Full Doc	2003	Master License Agreement Master License Agreement (211K) Doc #193636: Click preview link for longer preview. MASTER LICENSE AGREEMENT THIS AGREEMENT is made and entered into as of January 1, 2003 by and between The Procter & Gamble Company, a corporation duly organized and existing under the laws of Ohio, having a principal place of business at 1 Procter & Gamble Plaza, Cincinnati, Ohio 45201, as successor-in-interest to Richardson-Vicks Inc. (hereinafter referred to as "P&G") and Helen of Troy Limited, a corporation duly organized and existing under the laws of Barbados, having its principal place of business at Whitepark House, White Park Road, P.O. Box 836E, Bridgetown, Barbados, as successor-in-interest to Helen of Troy Corporation, now known as Helen of Troy Texas Corporation (hereinafter referred to as "LICENSEE"). WITNESSETH WHEREAS, P&G is the owner of the tradenames and trademarks "VIDAL SASSOON" and "VS SASSOON" (hereinafter referred to as "Trade Name," as more particularly defined in Section 1(d) below), which is known to the public and enjoys an excellent reputation; and WHEREAS, the parties are operating under an Appliance/License Agreement dated December 22, 1982, as amended, Brush License Agreement dated December 18, 1985, as amended, License Agreement (Canada) dated December 22, 1982, as amended, European Appliance Agreement dated January 1, 1990, as amended, and a Mexico Appliance License Agreement dated July 1, 1991, as amended (the foregoing are collectively the "Existing Licenses"), with respect to the Trade Name; and WHEREAS, inasmuch as the Existing Licenses are soon to expire, the parties desire to enter into one new License Agreement which will take the place of all Existing Licenses. 1 {PAGE} NOW, THEREFORE, in consideration of the foregoing and of the mutual promises herein contained, the parties hereto agree as follows: SECTION 1 - GRANT OF LICENSE (a) Upon the terms and conditions hereinafter set forth, P&G hereby grants to LICENSEE, and LICENSEE hereby accepts the sole right, license and privilege of utilizing the Trade Name, solely and only upon and in connection with the manufacture, sale and distribution of the "Designated Merchandise" (as defined in Section 1(e) below). This License Agreement is independent of any other agreement between the parties and applies only to the Licensed Territory as hereinafter defined. (b) The license hereby granted extends worldwide (hereinafter referred to as "Licensed Territory") except for the following countries (collectively "Asia"): Australia, China, Hong Kong, India, Indonesia, Japan, Korea, Malaysia, New Zealand, Philippines, Singapore, Taiwan, Thailand. LICENSEE shall not make or authorize any use, direct or indirect, of the Trade Name in any area, other than the Licensed Territory and any other geographical areas which may be covered from time to time during the Term hereof by amendment or by separate license agreements, if any, between the parties hereto, relating to the manufacture, sale and distribution of Designated Merchandise, as defined below, and shall not knowingly sell Designated Merchandise to persons who intend to resell it in any other area. It is understood and agreed, however, that some part or all of the Designated Merchandise may be manufactured outside of the Licensed Territory. (c) The initial term of this license shall begin January 1, 2003 and extend through December 31, 2012 (the "Initial Term"), subject to any extension or extensions thereafter, as provided in Section 3 hereof (the "Term"). 193636	Helen of Troy Helen of Troy Ltd. As referenced in this Master License Agreement: Helen of Troy Limited, – at 1 Procter & Gamble Plaza, Cincinnati, Ohio 45201, as successor-in-interest to Richardson-Vicks Inc. (hereinafter referred to as "P&G") and Helen of Troy Limited, a corporation duly organized and existing under the laws of Barbados, having its principal place of business at Whitepark House, White Park _____________ Helen of Troy Limited – to: The Procter & Gamble Company 1 Procter & Gamble Plaza Cincinnati, OH 45202 U.S.A. Attention: Associate General Counsel - Trademarks If to LICENSEE: Helen of Troy Limited A Barbados Company Whitepark House White Park Road P.O. Box 836E Bridgetown, Barbados Attn: Chairman of the Board, Chief Executive Officer, _____________ HELEN OF TROY LIMITED – above written. THE PROCTER, & GAMBLE COMPANY By: /s/ Jeffrey D. Weedman --------------------------------------- Printed Name: Jeffrey D. Weedman Title: Vice President Date: 12/19/02 HELEN OF TROY LIMITED By: /s/ Gerald J. Rubin --------------------------------------- Gerald J. Rubin, Chairman, Chief Executive Officer and President Date: 12/11/02 30 {PAGE} EXHIBIT "A" _____________ dt 221174 ; The Procter & Gamble Company;	Helen of Troy Texas Corporation
Preview Full Doc	2003	Master License Agreement Master License Agreement (23K) Doc #193640: Click preview link for longer preview. MASTER LICENSE AGREEMENT THIS AGREEMENT, made and entered into this 31st day of March, 2003, by and between SCORES HOLDING COMPANY, INC., a Utah corporation with its principal place of business at 533-535 West 27th Street, New York, NY 10001 and SCORES LICENSING CORP., a ___________corporation with its principal place of business at 533-535 West 27th Street, New York, NY 10001 that is a wholly owned subsidiary of SCORES HOLDING COMPANY, INC. (collectively, "Licensor") and ENTERTAINMENT MANAGEMENT SERVICES, INC., a New York corporation with its principal office at 533-535 West 27th Street, New York, NY 10001 or designee ("Licensee"). W I T N E S S E T H: WHEREAS, SCORES HOLDING COMPANY, INC. is the owner of the SCORES trademarks and related intellectual property listed on Exhibit A (the "Scores Name Trademarks"); and WHEREAS, SCORES LICENSING CORP. is the owner of the SCORES trademarks and related intellectual property listed on Exhibit B (the "Diamond Dollar Trademarks") (the Scores Name Trademarks and the Diamond Dollar Trademarks will be referred to collectively as the "Scores Trademarks"); and WHEREAS, Licensee will be engaged in owning, operating, partnering with and licensing upscale, adult-entertainment cabaret night clubs/restaurants that will conduct business under the name "Scores" or other combined name using the name "Scores" and the Scores Trademarks in some respect (the "Club Business") by and through entities existing or to be formed to operate specific clubs engaged in Club Business ("Club Subsidiary") (the "EMS Business"); and WHEREAS, Licensee will hereby receive the right and license to use and sublicense the Scores Trademarks in connection with the EMS Business and the sale of certain merchandise utilizing the Scores Trademarks as hereinafter provided. NOW, THEREFORE, for and in consideration of the promises, covenants, and agreements contained herein, and for other good and valuable consideration, receipt of which is hereby acknowledged by both parties, the parties agree as follows: 1. LICENSE GRANT. ------------- (a) EMS Business. Licensor hereby grants to Licensee and Licensee accepts, an exclusive, world-wide license to use the Scores Trademarks during the Term in connection with the EMS Business in similar fashion to the original "Scores" nightclub located at 333 E. 60th Street, New York, New York subject to the terms and conditions of this License Agreement. (b) Merchandising. Licensor hereby grants to Licensee, on the terms and conditions set forth herein, an exclusive license during the Term to use the Scores 193640	Entertainment Management Services, Inc.;	Scores Holding Co. Inc.
Preview Full Doc	2002	Master License Agreement Master License Agreement (125K) Doc #151503: Click preview link for longer preview. WAL-MART MASTER LICENSE AGREEMENT THIS LICENSE is entered into as of the 4th day of April, 2002 by and between Licensor and Licensee as hereinafter defined. WHEREAS, in consideration of the obligation of Licensee to pay License Fees as herein provided and in consideration of the Standard Terms and Conditions set forth herein, Licensor hereby licenses to Licensee, and Licensee hereby takes from Licensor, the Licensed Premises, for the License Term specified below, and upon the terms and conditions set forth in this License. BASIC PROVISIONS 1. Licensor: Wal-Mart Stores, Inc., a Delaware corporation, on behalf of itself, or alternatively, where appropriate, on behalf of, and as authorized agent for, its affiliates, as designated in the Commencement Agreement and/or New Store License Attachment applicable to the particular store identified on such Commencement Agreement and/or New Store License Attachment; Attn: Sam Dunn, 702 SW 8/th/ Street, Bentonville, AR 72716. 2. Licensee/Address: PCA International, Inc.; 815 Matthews-Mint Hill Road, Matthews, NC 28105, United States of America, Attn: Mr. Barry Feld 3. Licensee's Trade Name(s): Wal-Mart Portrait Studio 4. Licensed Premises: The area Licensed by Licensee within the Wal-Mart Store (the "Store") as described on the Attachment A and Attachment B documents. 5. Grand Opening: The time at which Licensor first opens for business to the public. 6. Targeted Commencement Date: See section 2.2. 7. Licensee's Hours of Operation: See Section 7.1. 8. License Term: Commencing on the Commencement Date as shown on Attachment A or Attachment B (or as modified by Exhibit A, Commencement Agreement) and continuing through the last day of the month in which the fifth anniversary of the Commencement Date occurs. This License shall renew automatically in accordance with Exhibit B. References to the "License Term" shall refer to the original term and any extensions or renewals thereof. 9. License Fees: See Section 1.1(i). 10. Security Deposit: N/A. Security Deposit to be refunded upon Licensee satisfactorily terminating the License and vacating the premises. Security Deposit will be forfeited if Licensee terminates prior to License expiration or as otherwise stated in this License. 11. Permitted Use: See Section 1.1(f). EXECUTED AS OF THE DATE HEREIN ABOVE STATED. {TABLE} {S} {C} LICENSOR: WAL-MART STORES, INC. LICENSEE: PCA INTERNATIONAL, INC. By: /s/Martin G. Gilbert, Jr. By: /s/ Barry J. Feld ------------------------------------ ---------------------------------------- Director Wal-Mart Realty Title: CEO -------------------------------------- Attest: ________/s/_________________________ Attest: /s/ James Robert Wren Assistant Secretary ------------------------------------- Secretary {/TABLE} 1 {PAGE} ARTICLE I. DEFINITIONS 1.1 Definitions ARTICLE II. GENERAL PROVISIONS 2.1 Quiet Possession 2.2 Target Commencement Date ARTICLE III. ACCEPTANCE AND CONSTRUCTION OF PREMISES 3.1 Acceptance of Licensed Premises 3.2 Possession 3.3 Tender of Possession 3.4 Store Renovation ARTICLE IV. LICENSE FEES 4.1 License Fees 4.2 Taxes 4.3 Sales Report 4.4 Adjustments 4.5 Interest 4.6 Quarterly Statements ARTICLE V. SALES REPORTS AND RECORDS 5.1 Statement of Gross Sales 5.2 Records 5.3 Licensor's Right to Audit ARTICLE VI. COMMON AREAS 6.1 Store Access 6.2 Parking ARTICLE VII. USE AND CARE OF LICENSED PREMISES 7.1 Operation 7.2 Customer Service Complaints 7.3 Customer Service Line 7.4 Trade Name 7.5 Care of Licensed Premises 7.6 Permits and Other Requirements ARTICLE VIII. MAINTENANCE AND REPAIR OF LICENSED PREMISES 8.1 Licensor's Responsibilities 8.2 Licensee's Responsibilities 8.3 Licensee's Responsibilities Upon Quitting the Licensed Premises ARTICLE IX. ALTERATIONS AND CONSTRUCTION 9.1 Alterations 9.2 Construction 9.3 Covenants Against Liens ARTICLE X. LICENSOR'S RIGHT OF ACCESS: 10.1 Licensor's Right of Access 10.2 Use of Roof ARTICLE XI. SIGNS; STOREFRONTS 11.1 Signs; Storefronts 11.2 Building Signage 11.3 Installation and Permitting 11.4 Licensor Approval 11.5 Restrictions 2 {PAGE} ARTICLE XII. UTILITIES 12.1 Utility Charge 12.2 Interruption of Utilities ARTICLE XIII. INDEMNITY AND PUBLIC LIABILITY INSURANCE 13.1 Injury and Damage 13.2 Insurance ARTICLE XIV. NON-LIABILITY FOR CERTAIN DAMAGES 14.1 Licensor Non-Liability 14.2 Licensee Non-Liability 14.3 Mutual Waiver of Subrogation ARTICLE XV. DAMAGES BY CASUALTY 15.1 Notice to Licensor 15.2 Licensor's Repair of Casualty Damage 15.3 Licensee's Repair of Casualty Damage 15.4 Operation of Licensed Premises After Casualty 15.5 Licensee's Insurance ARTICLE XVI. CONDEMNATION 16.1 Condemnation Equal to or Greater Than Thirty Percent 16.2 Condemnation Less Than Thirty Percent 16.3 Condemnation of Common Area 16.4 Condemnation Compensation ARTICLE XVII. ASSIGNMENT AND SUBLICENSING 17.1 Licensor's Consent 17.2 Corporations as Licensees 17.3 Effect of Licensor Consent 17.4 Licensor's License 17.5 No Encumbrances 17.6 Transfer by Licensor 17.7 Franchises ARTICLE XVIII. TAXES AND INSURANCE 18.1 Licensee's Responsibility for Taxes 18.2 Licensor's Responsibility for Taxes 18.3 License Fees Taxes, etc ARTICLE XIX. DEFAULT BY LICENSEE AND REMEDIES 19.1 Events of Default 19.2 Licensor's Remedies 19.3 Injunction 19.4 Attorney's Fees 19.5 Additions to Minimum License Fees 19.6 Remedies are Cumulative ARTICLE XX. LICENSOR'S CONTRACTUAL SECURITY INTEREST 20.1 Deleted 20.2 Deleted ARTICLE XXI. HOLDING OVER 21.1 Holdover Status ARTICLE XXII. SUBORDINATION AND ATTORNMENT 22.1 Mortgages, etc 22.2 Notice to Mortgagee 22.3 Estoppel Certificates 3 {PAGE} 22.4 Attornment ARTICLE XXIII. NOTICES & CORRESPONDENCE 23.1 Notices 23.2 Notice Binding ARTICLE XXIV. REGULATIONS 24.1 Compliance with Regulations 24.2 Hazardous Waste ARTICLE XXV. RELOCATION 25.1 Relocation ARTICLE XXVI. MISCELLANEOUS 26.1 No Partnership 26.2 Consents 26.3 Waivers 26.4 Force Majeure 26.5 Governing Law 26.6 Captions 26.7 Number; Gender 26.8 Successors 26.9 Entire Agreement 26.10 Other Payments 26.11 Store Closing 26.12 Licensee 26.13 Approvals 26.14 Restrictions 26.15 Advertisements 26.16 Licensor's Default & Liability 26.17 Right to Remove Location from License/Terminate 26.18 Right to Terminate all Locations 26.19 Attorney's Fees 4 {PAGE} STANDARD TERMS AND CONDITIONS FOR WAL-MART LICENSE AGREEMENT ARTICLE I. DEFINITIONS 1.1 Definitions: The following capitalized terms shall have the meanings shown. Other capitalized terms appear elsewhere in this License. (a) Percentage License Fees: Intentionally omitted. (b) Natural Break Point: Intentionally omitted. (c) Percentage License Fees Rate: Intentionally omitted. (d) License Fees: this includes Minimum License Fees, Percentage License Fees and any additional or other License Fees or License Fees tax as provided for in this License. (e) Dry Run: a test of all equipment used in the operation of Licensee's business as well as a test of any other aspects of Licensee's business to assure full operational abilities. (f) Licensee's Business: the operation of a portrait studio department, whether permanent or temporary, under the Trade Name within a Licensed Premise, whereby only the following merchandise is sold, and/or the following services are provided to the public: the taking and sale of portrait photographs and related products, the customization of portraits including oil portraits, the taking of passport and citizenship photographs, the sale of picture frames and other portrait accessories which do not compete with those sold by Licensor from time to time in its stores, the sale of photographic plaques, the copying and restoration of old photographs, the sale of portraiture related software and digital images, and the provision and sale of photographic lamination services, together with such other services and/or merchandise as may be approved by Licensor in writing from time to time, in its sole and absolute discretion, which approval may be withheld for any reason whatsoever; and "Licensee's Businesses" shall mean more than one or all of Licensee's Businesses collectively, as the case may be. (g) High Volume Location: any of Licensee's Businesses that has generated over $150,000 in Gross Sales during the preceding twelve (12) months. (h) Increase Date: the date on which an increase of one-half percentage point (0.5%) actually takes effect. (i) Minimum License Fees: the amount of money paid by Licensee to Licensor, expressed as a percentage of Gross Sales made by Licensee, its employees, concessionaires, agents, licensees, contractors, successors and assigns in connection with such Licensee's Business. (j) Licensee's Studio Business: the operation of a portrait studio department on a permanent basis under the Trade Name within a Licensed Premise. (k) Licensee's Travelling Business: the operation of a portrait studio department on a travelling or temporary basis under the Trade Name within a Licensed Premise. (l) Net New Stores: the number of new stores Licensed to Licensee under this License minus the number of stores in which the License under this License was terminated and shall not include stores Licensed on a temporary basis. (m) Proposed Increase Date: the day on which it is proposed, subject to certain conditions, that the License Fees increase by [***], being the first day of Licensee's fiscal years as follows: February 2, 2004; January 30, 2006; February 4, 2008 and February 1, 2010. 151503	Wal-Mart Stores Wal-Mart Stores Inc. ( Department & Discount ) As referenced in this Master License Agreement: Wal-Mart Stores, Inc – Licensed Premises, for the License Term specified below, and upon the terms and conditions set forth in this License. BASIC PROVISIONS 1. Licensor: Wal-Mart Stores, Inc ., a Delaware corporation, on behalf of itself, or alternatively, where appropriate, on behalf of, and as authorized agent for, its affiliates, as _____________ WAL-MART STORES, INC – in this License. 11. Permitted Use: See Section 1.1(f). EXECUTED AS OF THE DATE HEREIN ABOVE STATED. {TABLE} {S} {C} LICENSOR: WAL-MART STORES, INC . LICENSEE: PCA INTERNATIONAL, INC. By: /s/Martin G. Gilbert, Jr. By: /s/ Barry J. Feld ------------------------------------ ---------------------------------------- Director Wal-Mart Realty Title: CEO -------------------------------------- Attest: _____________ Wal-Mart Stores, Inc – United States. ----------------------- [*] Redacted pursuant to a request for confidential treatment. 22 {PAGE} EXHIBIT A COMMENCEMENT AGREEMENT Re: Wal-Mart Master License Agreement between Wal-Mart Stores, Inc . ("Licensor") and the undersigned ("Licensee") concerning Wal-Mart Store No. _______, _______, _______, (the "Store"). List store location on all correspondence. Licensor _____________ Wal-Mart Stores, Inc – 3. The initial License Term commenced on _________ and will expire on ________. EXECUTED BY LICENSOR AND LICENSEE AS OF ______________________: Licensor: Licensee: Wal-Mart Stores, Inc . PCA International, Inc. By:________________________________________ By:________________________________ Title: Director Title: ____________________________ ------------------------------------- 23 {PAGE} EXHIBIT B RENEWAL OPTION This License shall be automatically _____________ WAL-MART STORES, INC – ending on the End Date (the "Term"). IN WITNESS WHEREOF the parties have executed this Attachment A this 5th day of April, 2002. WAL-MART STORES, INC** . By: /s/ Martin G. Gilbert, Jr. -------------------------------------- Title: Director, Wal-Mart Realty Co. ----------------------------------- WAL-MART STORES EAST, LP By: /s/ Martin G. Gilbert, _____________ dt 278183 ; PCA International, Inc.;	PCA LLC
Full Doc	2000	Master License Agreement Master License Agreement (1K) Doc #108827: This document is immediately available for purchase, but does not have a preview available for viewing. Exhibit-10.25 {SEQUENCE}4 {DESCRIPTION}MATERIAL CONTRACT {PAGE} 1 EXHIBIT 10.25 Master License Agreement between Registrant and DEVNET L.L.C. dated February 18, 2000 This document is confidential and has been omitted from this Form 10-K. It has been filed separately with the Securities and Exchange Commission. 108827	Esat Inc
Preview Full Doc	2000	Master Licence Agreement Master Licence Agreement (211K) Doc #108828: Click preview link for longer preview. Exhibit-10.3 {SEQUENCE}2 {DESCRIPTION}MASTER LICENSE AGREEMENT {PAGE} 1 Exhibit 10.3 * Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. MASTER LICENCE AGREEMENT ELECTROLYTE THERAPY & INFRA-RED THERMOGRAPHY BETWEEN: HER MAJESTY THE QUEEN IN RIGHT OF CANADA as represented by the Minister of Agriculture and Agri-Food Canada (LICENCOR) AND: eMERGE VISION SYSTEMS INC. a corporation incorporated under the laws of Delaware; and having its head office at 10315 102nd Terrance Sebastian, Florida, United States, 32958 (LICENCEE) {PAGE} 2 PROTECTED - BUSINESS INFORMATION TABLE OF CONTENTS ------------ MASTER LICENCE AGREEMENT ELECTROLYTE THERAPY & INFRA-RED THERMOGRAPHY INTRODUCTION.................................................................. 1 DEFINITIONS........................................................... 2 SURRENDER & GRANT OF LICENCE.......................................... Surrender............................................................. Grant................................................................. Sub-licencing......................................................... Canada's Consent...................................................... Sub-licence Conditions................................................ Termination........................................................... Third Party Obligations - eVS......................................... Third Party Obligations - Canada...................................... Use of Canadian Corporations.......................................... Disclosure Obligation - Canada........................................ Material Terms........................................................ 3 TERM.................................................................. Initial Term.......................................................... Renewal Conditions.................................................... No Dispute................................................... Dispute /Contingent Renewal Pending ADR...................... 4 EXPLOITATION OF LICENCED TECHNOLOGIES................................. Best Efforts to Commercialize......................................... Royalty Holiday....................................................... Start-Up Costs........................................................ Continuing Obligations During Holiday................................. Patents...................................................... Collaborations............................................... Research Support Payment..................................... Fundamental Terms..................................................... 5 ROYALTIES............................................................. Percentage Royalty of Gross Revenues.................................. Payments Semi-Annually................................................ 2 {PAGE} 3 PROTECTED - BUSINESS INFORMATION Payment Dates......................................................... Payment Method........................................................ Cheque Requirements................................................... Payments to Canada after Termination.................................. Attribution of Royalties.............................................. 6 IP OWNERSHIP & REPRESENTATIONS........................................ Canada Owns Licenced Technologies..................................... No Impeachment........................................................ Inimical Use of Confidential Information.............................. Regulatory Rights..................................................... Inventors Rights...................................................... No Litigation......................................................... Third Party Rights.................................................... Infringement.......................................................... 108828	eMerge eMerge Interactive, Inc. ( Computer Services ) As referenced in this Master Licence Agreement: EMERGE INTERACTIVE INC – EMERGE INTERACTIVE INC _____________ dt 1851793 ;	Safeguard Safeguard Scientifics, Inc. ( Computer Peripherals ) As referenced in this Master Licence Agreement: Safeguard Scientifics Inc. – n/a Manufacture, Sale & Beef & Distribute Swine {/TABLE} O. eVS is a company whose strength is in commercializing image technologies, with emphasis on animal science applications. eVS's affiliated company, Safeguard Scientifics Inc. , has considerable expertise in the development of spin-off companies which commercialize new technologies; P. Simultaneously with the execution of this Licence ("MASTER LICENCE"), eVS is purchasing all of _____________ Safeguard Scientifics Inc. – or corporation controlled (as defined in the Income Tax of Act of Canada) by eVS, but does not include a parent or upstream corporation or sister corporation of eVS or Safeguard Scientifics Inc. 1.2 "COMMERCIALIZATION" or "COMMERCIALIZE" means: 1.2.1 the making, using and sale (and when sold, sold at the SALES PRICE); 1.2.2 by eVS; 1.2. _____________ Safeguard Scientifics Inc. – the gross price paid by an arms length purchaser for any LICENCED TECHNOLOGIES sold by eVS or its authorized sub-licencees. In an non-arms length transaction, involving an AFFILIATE, Safeguard Scientifics Inc. or a sister corporation, if the gross price is less than the fair market value, then, for royalty calculation purposes, the gross price shall then be deemed to be _____________ dt 1446241
Preview Full Doc	2000	Master License Agreement Master License Agreement (66K) Doc #141784: Click preview link for longer preview. OBJECTIVE SYSTEMS INTEGRATORS, INC. MASTER LICENSE AGREEMENT CONTRACT MLA - WW - KOREA - 007 THIS MASTER LICENSE AGREEMENT ("Agreement") is entered into as of September 28, 2000 ("Effective Date"), between OBJECTIVE SYSTEMS INTEGRATORS, INC. ("OSI"), and SUPERNET CO., LTD. of 11-1 Sunaedong, Pundanggu, Seongnamsi, Kyunggido, Korea ("Licensee"). 1. DEFINITIONS (a) AUTHORIZED COMPUTER. A computer identified as such by type and serial number in an Order or later notice to OSI. (b) COMBINED SOFTWARE. Computer code, data files or rules that result from (1) other computer code, data files or rules being linked, combined or otherwise operated with OSI Software and Deliverables, or (2) Licensee's extensions or enhancements to OSI Software and Deliverables. (c) CONFIDENTIAL INFORMATION. Written, machine-reproducible and visual materials that are described in this Agreement, or clearly marked when disclosed, as being confidential, together with all visual or oral materials identified as confidential at the time of their disclosure. (d) DELIVERABLES. Materials that are specifically described as deliverables in a Statement of Work. (e) DOCUMENTATION. User manuals and similar documents supplied with OSI Software. Documentation does not include product or service descriptions, advertising materials or marketing materials. (f) INSTALLATION DATE. The day that OSI declares OSI Software or Deliverables ready for use, if they are to be installed by OSI, or the day after they are received, if they are not to be installed by OSI. (g) LICENSEE SOFTWARE. Computer code, modules, programs, data files or rules that are owned by or licensed to Licensee and designed to be linked, combined or otherwise operated with OSI Software or Deliverables. Licensee Software does not include OSI Software or Deliverables. (h) NEW USE. A use that does not conform to the pricing for the initial use of the OSI Software or Deliverables under the Order or Work Order that established that initial use. (i) ORDER. The form attached as Exhibit 1, as from time to time submitted by Licensee and accepted by OSI, to acquire OSI Software. (j) OSI SOFTWARE. Computer code, data files and rules that are listed as OSI Software in an Order or that are provided to Licensee in connection with Support. OSI Software does not include Deliverables. (k) PRICE LIST. The OSI product and price guide in effect on the date an Order is received (or a New Use begins) that has been approved for use in the region where the OSI Software is installed. OSI may change its Price List, including available OSI Software, specifications and prices, on notice to Licensee. (l) PROFESSIONAL SERVICES. The Services described in a Statement of Work. (m) SERVICES. Professional Services and Support. (n) STATEMENT OF WORK. A document attached to a Work Order that describes the Professional Services and/or Deliverables that OSI will provide to Licensee. (o) SUPPORT. The update, maintenance and support services described in Exhibit 3. 141784	OSI Objective Systems Integrators Inc. As referenced in this Master License Agreement: OBJECTIVE SYSTEMS INTEGRATORS, INC. – {DOCUMENT} {TYPE}EX-10.34 {SEQUENCE}3 {FILENAME}0003.txt {DESCRIPTION}MASTER LICENSE AGREEMENT {TEXT} OBJECTIVE SYSTEMS INTEGRATORS, INC. MASTER LICENSE AGREEMENT CONTRACT MLA - WW - KOREA - 007 THIS MASTER LICENSE AGREEMENT ("Agreement") is entered into as of September 28, 2000 ("Effective Date"), between OBJECTIVE SYSTEMS INTEGRATORS, INC. ("OSI"), _____________ OBJECTIVE SYSTEMS INTEGRATORS, INC. – AGREEMENT {TEXT} OBJECTIVE SYSTEMS INTEGRATORS, INC. MASTER LICENSE AGREEMENT CONTRACT MLA - WW - KOREA - 007 THIS MASTER LICENSE AGREEMENT ("Agreement") is entered into as of September 28, 2000 ("Effective Date"), between OBJECTIVE SYSTEMS INTEGRATORS, INC. ("OSI"), and SUPERNET CO., LTD. of 11-1 Sunaedong, Pundanggu, Seongnamsi, Kyunggido, Korea ("Licensee"). 1. DEFINITIONS (a) AUTHORIZED COMPUTER. A computer identified as such by type and serial number _____________ OBJECTIVE SYSTEMS INTEGRATORS, INC. – properly carry out or perform the work assigned under the Statement of Work. IN WITNESS WHEREOF the parties have caused this Agreement to be executed by their duly authorized representatives. OBJECTIVE SYSTEMS INTEGRATORS, INC. SUPERNET CO., LTD. By: By: -------------------------- ----------------------------- Name: Name: Mr. Jong-Soon Shin -------------------------- Title: Title: Chief Executive Officer -------------------------- Date: Date: -------------------------- ----------------------------- Address for Notices: Objective Systems Integrators, Inc. ------------------------------------ 101 Park Way ------------------------------------ Folsom, _____________ Objective Systems Integrators, Inc. – by their duly authorized representatives. OBJECTIVE SYSTEMS INTEGRATORS, INC. SUPERNET CO., LTD. By: By: -------------------------- ----------------------------- Name: Name: Mr. Jong-Soon Shin -------------------------- Title: Title: Chief Executive Officer -------------------------- Date: Date: -------------------------- ----------------------------- Address for Notices: Objective Systems Integrators, Inc. ------------------------------------ 101 Park Way ------------------------------------ Folsom, California 95630 U.S.A. ------------------------------------ Attn: Contracts Administration Attn: ------------------------------------ Business Telephone: (1) (916) 353-2400 Business Telephone: (---) ----------- Facsimile for Notices: (1) (916) 353-0647 Facsimile _____________ OBJECTIVE SYSTEMS INTEGRATORS, INC. – 8. FEES. IN WITNESS WHEREOF, Licensee and OSI have caused this Work Order to be executed by their duly authorized representatives as of the later of the dates indicated below. OBJECTIVE SYSTEMS INTEGRATORS, INC. --------------------------------- By: By: ---------------------------- -------------------------------- Name: Name: ---------------------------- -------------------------------- Title: Title: ---------------------------- -------------------------------- Date: Date: ---------------------------- -------------------------------- 11 {PAGE} EXHIBIT 3 SUPPORT 1. DEFINITIONS (a) DEFECT. An error in OSI Software or a failure of OSI Software to _____________ dt 1315297 ;	Supernet Co., Ltd.

Page 1 of 11