SR » Topics » Section 9 . License .

These excerpts taken from the SR 8-K filed Apr 26, 2007.

Section 9.  License.


(a) Definitions:


(i)

“Licensed Premises” means the Space, and may refer to one or all of such areas, as the context implies.  The Licensed Premises are comprised of the service and utilities areas, individual offices and/or workstations and other space designated for use by employees of Purchaser and SRC Transition Personnel.  The Licensed Premises shall also include furniture, fixtures, and equipment to the extent agreed in this Agreement


(ii)

“Seller's Property” means, with respect to any particular Licensed Premises, the real property owned by Seller that is adjacent to and associated with each Licensed Premises.


(b)

Seller hereby grants to Purchaser a license and the right to: (i) use the Licensed Premises and the Seller's Property for the Permitted Use only; (ii) use "common areas" at the Seller's Property; (iii) access the Licensed Premises through the Seller's Property, but only if the Licensed Premises cannot be adequately accessed from other "common areas"; (iv) use elevators, cafeterias, hallways, lavatories, and lounges within the Seller's Property to the extent that they are generally available to all occupants of the Seller's Property; (v) use other areas within the Seller's Property to the extent required under this Agreement; and (vi) use parking lots and parking spaces to the extent



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they are made available to Purchaser on a non-exclusive basis (the "License").  This License is not a grant of real property rights.


(c)

Software Licenses:  By June 18, 2007, Purchaser shall obtain licenses to use any software on the computers included in the Assets from the applicable software providers to the extent such licenses are required under the terms of the licenses of such software to Seller or remove such software and/or related keys from Purchaser's systems.


(d)

Permitted Use


(i)

The Licensed Premises and the Seller's Property will be used solely to operate the Business in accordance with the requirements of this Agreement and the Asset Purchase Agreement (“Permitted Use”).  Purchaser will observe and comply with: (A) any applicable Law; (B) the principles, rights, responsibilities, and obligations articulated in this Agreement; (C) Seller's then current standards, rules and procedures relating to the premises; and (D) all other reasonable requests of Seller as relating to the Licensed Premises.  


(ii)

Purchaser shall abide by and observe the security measures adopted by Seller to protect its personnel and assets, including confidential or proprietary business information; and emergency preparedness and management protocols and procedures required as a part of Seller's risk management program for the Seller's Property.  Seller will establish security protocols with respect to the Licensed Premises and Purchaser will assure that its employees comply with those protocols throughout the Transition Period.  


(iii)

Purchaser will not at any time over-burden or exceed the capacity of the mains, feeders, ducts, conduits, or other facilities by which such utilities are supplied to, distributed in or serve the Licensed Premises.  


(e)

Condition Of Licensed Premises.  Purchaser will accept the Licensed Premises in “As-Is/Where-Is” condition.  SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE LICENSED PREMISES, INCLUDING ANY WARRANTIES AS TO THEIR CONDITION OR SUITABILITY FOR USE BY PURCHASER.  


(f)

Alterations.  Purchaser will not make or permit any improvements, alterations, fixed decorations, substitutions or modifications to the Licensed Premises without Seller's prior written consent.  


(i)

If Seller consents to any such Alterations, such Alterations will: (A) be performed at Purchaser's sole cost and expense; (B) be made in strict compliance with Seller’s then current standards, rules and procedures, and (C)  remain a part of the Licensed Premises at the termination or expiration of this Agreement.  Purchaser will be solely responsible for any and all moving expenses incurred while using the Licensed Premises.

(ii)

Seller will be the vendor of choice for all approved Alterations and other construction and related services at the Licensed Premises, including the installation of fixtures, workstations and other similar items.  Unless Seller elects otherwise by written notice to Purchaser,



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all such services will be contracted through Seller.  Purchaser will reimburse Seller for one hundred percent (100%) of the costs of all such work, including the costs of preparing plans and specifications for the work (if applicable), plus a reasonable and customary management fee not to exceed ten percent (10%) of the cost of the work.


(g)

Possession / Surrender.  Purchaser will have the right to possess and occupy the Licensed Premises on and after the date hereof.  Purchaser shall be responsible for all costs and expenses of relocating Purchaser's employees to the Licensed Premises, to the extent provided in this Agreement.  

(i)

Purchaser will surrender possession of the Licensed Premises to Seller upon the termination of this Agreement broom clean and in as good order and condition as on the date hereof, subject to ordinary wear and tear; provided, however, that Seller shall continue to provide such cleaning services in the Licensed Premises as it provided immediately prior to the date hereof.  Purchaser will be responsible for all expenses of relocating employees of Purchaser to new space.

(ii)

If Purchaser remains in possession of the Licensed Premises after the termination of this Agreement, then Seller may (A) declare a default and exercise the remedies available under this Agreement, including summary proceedings to recover possession of the Licensed Premises, in which case Purchaser may owe Damages and additional rent for holding over and (B) require Purchaser to vacate the Licensed Premises without advance notice.


(h)

Indemnification.  

(i)

Subject to the provisions of this Section 9, Purchaser and DoubleDay Holdings, LLC will defend, indemnify and hold Seller, and its respective officers, directors and agents harmless from and against any and all Damages, proximately caused by: (A) any act, omission, negligence, work or other activity performed by the employees or agents of Purchaser or its Affiliates in the Licensed Premises or on Seller's Property; or (B) claims by any of the employees or agents of Purchaser or its Affiliates stemming from its presence on Seller's Property; or (C) claims of third-parties other than Seller’s employees (including the Leased Employees through June 18, 2007) with respect to conditions or events in the Licensed Premises.  This indemnity is in addition to, and not in substitution for, any other indemnities given by Purchaser or DoubleDay Holdings, LLC under this Agreement or the Asset Purchase Agreement and it will survive the termination of this Agreement, but only with respect to claims for which the event giving rise to the claim occurred before termination.

(ii)

No parties will be construed to be obligated to indemnify the others: (A) against the willful or negligent conduct of any party that might otherwise be indemnified; or (B) in excess of amounts permitted by applicable Law.  This License will be construed as necessary in order to bring the indemnification provisions into compliance with applicable Laws.


(i).

Provisions Regarding Employees.  The parties anticipate that all employees of Purchaser assigned to work within the Licensed Premises during the Transition Period will be persons employed by Seller immediately before the date of this Agreement.  Purchaser will not assign any other individuals to work at the Licensed Premises unless Purchaser has obtained a current background check and drug screening (comparable to the checks and screenings Seller



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obtains on its own employees at Seller's Property) before the individual first enters Seller’s Property.  At all times they are on Seller’s Property, employees of Purchaser will be subject to the following requirements:

(i)

Employees of Purchaser will (A) comply with Seller's rules and regulations regarding personal and professional conduct generally applicable to all personnel at Seller’s Property, (B) comply with Seller’s reasonable requests pertaining to personal and professional conduct, (C) attend workplace safety and security training offered by Seller, at Seller’s request and at no cost (other than nominal) to Purchaser, and (D) otherwise conduct themselves in a businesslike manner.

(ii)

Employees of Purchaser will wear badges and otherwise clearly identify themselves as employees of Purchaser and not as employees of Seller.  This obligation applies to any and all communications, whether oral, written or electronic.

(iii)

To the extent permitted by applicable Laws, Purchaser agrees to immediately expel and remove from Seller's Property, any employee of Purchaser known to be (or reasonably suspected of) engaging in substance abuse while at Seller's Property.  In the case of reasonable suspicion, any such expulsion or removal will be temporary, pending completion of the applicable investigation.  For the purpose of this provision, the phrase “engaging in substance abuse” includes the sale, attempted sale, possession or use of illegal drugs, drug paraphernalia, or, to the extent not permitted at Seller’s Property, alcohol, or the misuse of prescription or non-prescription drugs.


LICENSE.

ExpeData has granted to Standard a non-exclusive right to license others to use the Digital Pen and Paper System and associated Online Services.  Standard hereby grants to Customer and Customer accepts a nontransferable, non-exclusive right to use the Software Products and associated Online Services solely in connection with the Hardware Products and Digital Paper Products.  Customer may not sublicense, assign or transfer any license or any Software Product without the prior written consent of ExpeData and Standard.  Any attempt otherwise to sublicense, assign or transfer any of Customer's rights, duties or obligations hereunder is void.


EXCERPTS ON THIS PAGE:

8-K (2 sections)
Apr 26, 2007

"Section 9 . License ." elsewhere:

MNC Corp (MNC)
Movado Group (MOV)
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