Exhibit 10.27
SOURCE CODE LICENSE AGREEMENT
This Source Code License Agreement (this "Agreement") is effective this 18 day
of NOVEMBER, 2002 (the "Effective Date") by and between VIDIOM SYSTEMS
CORPORATION, having its principal place of business at 1376 Miners Drive, Suite
104, Lafayette, Colorado 80026, USA (hereinafter referred to as "Vidiom"); and
SNAP2 CORPORATION, having its principal place of business at 10641 Justin Drive,
Des Moines, IA 50322, USA (hereinafter referred to as "SNAP2"); herein
collectively referred to as the "Parties";
RECITALS
A. Vidiom is engaged in the business of developing, producing, distributing and
selling software and software services.
B. SNAP2 is engaged in the business of developing, producing, distributing and
selling software, including the HAVi Level 2 UI components, porting layer, test
suite and "GEAR" for DVB-MHP products and documentation, (collectively, "SNAP2
Software").
C. Subject to the terms and conditions of this Agreement, Vidiom desires to
acquire the Source and Object code for the HAVi Level 2 UI and GEAR products to
use and distribute in whole or in part in products and services.
NOW, THEREFORE, the Parties do hereby agree as follows:
1. Grant of Rights.
1.1 SNAP2 grants to Vidiom a non-exclusive, unrestricted, fully
transferable, perpetual, fully paid-up, royalty-free Source and
Object code license (with an unrestricted right to sublicense)
for the SNAP2 Software, including the latest completed
implementation of HAVi v1.1 Level 2 UI components, porting layer
and test suite and GEAR products and associated documentation,
with no future support or maintenance from SNAP2.
1.2 This license will include no intellectual property rights
restrictions, no implied rights or warranties, and no SNAP2
copyright or trademark restrictions of any kind.
1.3 SNAP2 acknowledges that there are no encumbrances to the SNAP2
Software, that it is free from any claims, liens or any other
form of encumbrance.
1.4 SNAP2 grants to Vidiom the unlimited, unrestricted right to use,
modify, and copy all or any portion of the SNAP2 Software, to
incorporate all or any portion of the SNAP2 Software in Vidiom
products, to distribute the SNAP2 Software in any field of use in
any territory, and to sublicense all or any portion of these
rights to any third parties. SNAP2 shall have no rights in any
modifications to or derivative works of the SNAP2 Software
developed by Vidiom or any third parties.
2. Payment. Vidiom will pay SNAP2 the amount of $250,000.00 US Dollars
via wire transfer, as a one time, license fee for the rights granted
under the Agreement upon acceptance of the SNAP2 Software in both
Source and Object code format.
3. Delivery and Acceptance. Upon execution of this Agreement, SNAP2 will
bundle the SNAP2 Software on CD-ROMs for delivery to Vidiom. Dedicated
SNAP2 Engineer(s) will review the deliverables with Vidiom primary
technical contacts before acceptance. The initial delivery must be
mutually signed off by SNAP2 and Vidiom Engineers upon acceptance.
Acceptance shall be subject to Vidiom's determination in its sole
discretion that the SNAP2 Software is suitable for Vidiom's intended
use.
4. Deliverable Support. Vidiom may review the SNAP2 Software deliverables
with the dedicated SNAP2 Engineer(s) for up to 30 days.
5. Warranty. SNAP2 warrants that it owns all rights in the SNAP2
Software, that the SNAP2 Software does not infringe any patents,
copyrights, or other intellectual property rights of any third
parties, that it has the right to enter into and comply with the terms
of this Agreement, and that the SNAP2 Software is complete and fit for
its intended purpose as advertised.
6. Protected Accounts. S&T, Panasonic, and Philips are accounts to which
Vidiom cannot directly sell the SNAP2 "GEAR" Software for a period of
180 days from date of Agreement execution. Vidiom customers or
partners may resell without limitation.
7. Governing Law and Dispute Resolution. This Agreement and the rights
and obligations hereunder shall be governed by and construed in
accordance with the laws of the State of Colorado. Any dispute arising
in connection with this Agreement shall be subject to binding
arbitration in Boulder, Colorado, before a single arbitrator selected
by the mutual agreement of the parties. The arbitrator shall award the
prevailing party its reasonable attorneys fees and other costs
incurred in connection with such dispute.
8. Entire Agreement. This Agreement, constitutes the entire agreement
between the parties regarding the subject matter hereof, and
supersedes all prior communications, negotiations, understandings,
agreements or representations, either written or oral, by or among the
parties regarding such subject matter.
9. Publicity. Neither party shall have the right to issue any press
releases or make any public disclosure regarding their business
relationship without having first obtained the written consent of the
other, with the exception of SNAP2 legal reporting requirements.
10. Consequential Damages.
IN NO EVENT WILL EITHER PARTY BE LIABLE, WHETHER IN CONTRACT, TORT, OR
OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR
PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS
OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS,
SAVINGS, OR REVENUES, TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY
LAW.
VIDIOM SYSTEMS CORPORATION, SNAP2 CORPORATION,
/s/ Timothy R Wahlers /s/ Dean Grewell
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Authorized signatory: Authorized signatory:
Name: Timothy R Wahlers Name: Dean Grewell
Title: President/CEO Title: Chief Executive Officer