{"id":42049,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-purchase-pro-inc-and-hospitalitycity-pte-ltd.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-purchase-pro-inc-and-hospitalitycity-pte-ltd","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/agreement-purchase-pro-inc-and-hospitalitycity-pte-ltd.html","title":{"rendered":"Agreement &#8211; Purchase Pro Inc. and HospitalityCity Pte Ltd."},"content":{"rendered":"<pre>                                   AGREEMENT\n\n     THIS AGREEMENT (this 'Agreement'), dated as of the 21st day of May 1999, is\nby and between PURCHASE PRO. INC., 3291 North Buffalo Drive, Las Vegas, Nevada\n89129 USA ('Licensor'), a Nevada corporation, and HOSPITALITYCITY PTE LTD., 8\nTemasek Boulevard, #42-01 Suntec Tower Three, Singapore 038988 ('Licensee'), a\nSingapore registered company.\n\n     NOW, THEREFORE, Licensor and Licensee, intending to be legally bound,\nhereby agree as follows.\n\n                                   SECTION 1\n                                   ---------\n\n                                  DEFINITIONS\n                                  -----------\n\n     1.1  'Changes' means the Licensee Changes and the Licensor Changes.\n\n     1.2  'Confidential Information' means any competitively sensitive or secret\nbusiness, marketing or technical information of Licenser. In all cases\nLicensor's Confidential Information shall include the Software and\nDocumentation, including all Licensor Changes. Additionally, Confidential\nInformation will include Licensor's Marketing Plans\/Programs, Contracts as well\nas all responses to RFP'S, RFQ's and RFI'S. Confidential Information shall not\ninclude, however, information that (a) is generally known to the public or\nreadily ascertainable from public sources (other than as a result of a breach of\nconfidentiality by Licensee or any person or entity associated with Licensee),\n(b) is independently developed without reference to or reliance on any\nConfidential Information of Licensor, as demonstrated by written records in\nLicensee's possession (which shall be provided to Licensor at Licensor's\nrequest) or (c) is obtained from an independent third party who created or\nacquired such information without reference to or reliance on Confidential\nInformation of Licensor, as demonstrated by written records in Licensee's\npossession (which shall be provided to Licensor at Licensor's request).\n\n     1.3  'Conversion' means conversion and formatting of a Customer's existing\ndata for use with the Software.\n\n     1.4  'Correction' means a change made in the Software to correct errors or\ndefects in the Software or to make the Software conform to Licensor's then-\ncurrent technical specifications.\n\n     1.5  'Customer' means an Eligible Prospect that has executed a Licensor\napproved License Agreement with Licensee.\n\n     1.6  'Documentation' means (a) the technical and operating documentation\nrelating to the Software and\/or Program provided to Licensee by Licensor for\nLicensee to provide to Customers, (b) all Licensor Changes provided to Licensee\nor applicable Customers by Licensor, or otherwise made or obtained by or for\nLicensee or any Customers, and (c) all other written or recorded information\nrelating to the Software and or Program, whether created by or for Licensor,\nLicensee or any customer.\n\n     1.7  'Eligible Prospect' means (a) a person or entity engaged in the\nHospitality and Leisure Sectors and doing business in the Territory, or (b) such\nother customers located inside or outside the Territory as Licensor may\nhereafter agree in writing to be an Eligible Prospect.\n\n\n                                 Confidential\n\n \n     1.8  Enhancement' means a new function or feature for any portion of the\nSoftware that provides a new capability that the previous releases or versions\nof the Software did not have and that may be incorporated into the Software by\nmodification to the then existing programs or by development of new programs.\nFor the sake of clarity, 'Enhancement' does not include the Licensee Software\nand\/or any modification or improvement to the Licensee Software.\n\n     1.9  'Hospitality and Travel Sectors' means the hospitality and travel\nsectors including businesses relating to airlines, hotels, resorts, theme parks,\nclubs, cruise lines, food service, restaurants, pubs and entertainment\nfacilities.\n\n     1.10 'Installation' means the installation of the Software on the\nCustomer's computer network.\n\n     1.11 'License Agreement' means a license agreement in respect of the\nSoftware directly between an Eligible Prospect and Licensee [substantially in\nthe form set out in Exhibit C]. No License Agreement shall be effective, and no\nlicense to use the Software shall be valid, unless a License Agreement has been\nsigned by Licensee and the Customer. Licensor may change, revise or update the\nform of the License Agreement with the concurrence of the Licensee. Such\nchanges, revision or updates shall not apply to License Agreements already\nentered into with Customers.\n\n     1.12 'Licensee Changes' means updates, upgrades, additions, and\nmodifications to the Software and Documentation, including translations into\nforeign languages used in the Territory, nationalizations for countries included\nin the Territory, Corrections, Enhancements, and any other new or additional\nworks based in whole or in part on the Software, Program or Documentation.\n\n     1.13 'Licensee Software' means software developed or to be developed by\nLicensee for incorporating into Licensee's electronic commerce network (whether\nexisting in source code or object code form), including without limitations,\ncentralized procurement and procurement manager modules.\n\n     1.14 'Licensor Changes' means updates, upgrades, additions, and\nmodifications to the Software and Documentation, including translations into\nforeign languages used in the Territory, nationalizations for countries included\nin the Territory, Corrections, Enhancements, and any other new or additional\nworks based in whole or in part on the Software, Program or Documentation.\n\n     1.15 'Program' means the concept developed by Licensor pursuant to which\nthe Software or other software is used (a) by potential sellers of goods and\/or\nservices to make offers to sell or solicit offers to buy goods and\/or services\nand (b) by potential buyers of goods and\/or services to acquire or evaluate the\nacquisition of goods or services.\n\n     1.16 'Software' means the most current compiled version of the Licensor's\nprogram, presently known as PurchasePro Version 4.0, which will be capable of\noperating in its entirety to provide an electronic commerce network that allows\nbusinesses to buy from or sell to a wide variety of businesses. Source code will\nbe available for check out within 24 hours, subject to the terms of this\nagreement, for any specific module which the Licensee requires to make\nmodification. The Software shall include all Licensor Changes provided to the\nLicensee or applicable Customers by Licensor or otherwise made or obtained by or\nfor the Licensee or any Customers. For the sake of clarity, 'Software' does not\ninclude the Licensee Software and\/or any modification or improvement to the\nLicensee Software.\n\n\n                                 Confidential\n\n \n     1.17 'Subject Revenue' means any and all receipts, gross revenues or other\ngross income directly attributable to the Software.\n\n     1.18 'Support Services' means the services to be performed by Licensee in\nsupport of Customer's use of the Software under the terms of a License\nAgreement; for example, installation, Conversion, delivery of Corrections and\nEnhancements provided by Licensor, production of customized Changes, and such\nother services as training, hot-line support, and troubleshooting,\n\n     1.19 'Territory' means, subject to the limitations of Section 17.2 hereof,\nAustralia, China (including Hong Kong), Indonesia, Malaysia, New Zealand, the\nPhilippines, Singapore, Taiwan and Thailand. Licensor and Licensee may in the\nfuture decide by mutual agreement to modify the definition of the Territory to\ninclude additional countries or territories, but each party reserves absolute\ndiscretion whether to agree to such a modification and\/or require further terms\nor conditions in connection with the modification, and the modification shall\nnot be valid unless made in writing and signed as provided in Section 15 hereof.\n\n\n                                   SECTION 2\n                                   ---------\n                                   \n                                    LICENSE\n                                    -------\n\n     2.1  Licensor hereby grants to Licensee, and Licensee accepts, subject to\nthe terms and conditions set forth herein. the right and license to:\n\n     (a)  Demonstrate and promote the Software to Eligible Prospects.\n\n     (b)  License the Software to Eligible Prospects by entering into License\nAgreement with Eligible Prospects. For the sake of clarity, the Software and\nDocumentation may not be provided to any Eligible Prospect or any other person\n(for evaluation, use, or any other purpose) except pursuant to a License\nAgreement.\n\n     (c)  Subject to Section 5.3 hereof, make Licensee Changes to the Software\nand Documentation for the sole purpose of providing such Licensee Changes\ntogether with the Software and Documentation to Customers pursuant to a License\nAgreement.\n\n     (d)  Make copies of the Software and Documentation as necessary to give\neffect to and to fulfill obligations arising from items (a) through (c) above.\n\n     2.2  Licensor shall provide one master copy of the Software and\nDocumentation to Licensee for purposes of permitting Licensee to exercise its\nrights under Section 2.1 hereof.\n\n     2.3  The right to market the Software and provide Support Services to\nCustomers in the specified countries in the Territory shall be exclusive to the\nLicensee for a period of three years. During the exclusivity period of the\nLicense, neither Licensee nor any entity affiliated with Licensee shall offer,\nsell, lease or license services, products or programs that compete with the\nProgram or the Software in the Territory to customers in the Hospitality and\nTravel Sector.\n\n     As exceptions to such exclusivity, Licensor reserves the right (either\ndirectly or in collaboration with other distributors, subcontractors, or\nmarketing agents and without obligation to Licensee) to do business with any\nperson who\/which is engaged in any business other than the Hospitality Travel\nand Leisure Sectors or who\/which does business outside the Territory provided\nthat such person is not also predominantly engaged in the Hospitality Travel and\nLeisure Sectors within the Territory.\n\n\n\n                                 Confidential\n\n \n     2.4  Licensee agrees to devote its best efforts to promote and market the\nSoftware to Eligible Prospects in the Territory during the term of this\nAgreement, and to devote a reasonable level of management and resources to the\npromotion, marketing, and support of the Software. Best efforts shall include,\nbut are not limited to, an ongoing marketing campaign, hardware hosting and\nmaintenance, and computer support and maintenance. Licensee agrees to provide\nLicensor at least once each quarter with information regarding its marketing\nplans and forecasts. Such plans and forecasts shall be non-binding and subject\nto change and may be delivered formally or informally, and orally or in writing\nbut shall be sufficient to demonstrate that the effort and resources being\ndevoted by Licensee are reasonable to promote and meet the needs of Eligible\nProspects in the Territory. Licensee shall provide the Licensor a quarterly\nreport listing all Customers.\n\n     2.5  Licensee may sub-license its rights hereunder to wholly owned\nsubsidiaries of the Licensee and to any joint ventures in which Licensee has\nmanagement control. Licensee shall notify Licensor within thirty (30) days of\nany sub-license. Such sub-licenses shall be subject to all restrictions and\nrequirements contained within this Agreement and shall be in a form acceptable\nto Licensor.\n\n     2.6  Licensor hereby grants to Licensee the right to use any and all of\nLicensor's trademarks, service marks and trade names in conjunction with the\nperformance of its obligations under this Agreement. Licensee shall at\nLicensor's request, provide Licensor with samples of its use of the marks.\n\n\n                                   SECTION 3\n                                   ---------\n\n                             SERVICES; RESTRICTIONS\n                             ----------------------\n\n     3.1  Licensor shall use commercially reasonable efforts to provide the\nservices described on Exhibit 'A' hereto in a reasonably timely manner. However,\nLicensor shall not be required to travel to the Territory or any other location.\n\n     3.2  In the event Licensee requires services from Licensor that are beyond\nthe scope of Section 3.1 hereof, Licensor shall have no obligation to provide\nsuch services unless it agrees to do so and satisfactory provision is made for\nassociated fees and travel and living expenses.\n\n     3.3  Subject to the other provisions of this Agreement, Licensee shall\nperform all Support Services provided to Customers in accordance with the terms\nof the License Agreement.\n\n     3.4  In addition to the Support Services provided to Customers pursuant to\nSection 3.3 hereof and subject to mutual agreement between the Licensor and the\nLicensee, Licensee may provide Support Services to other licensed end users\nlocated inside or outside the Territory. Such Support Services may be provided\nby Licensee working directly for specified end users, or as a subcontractor\nworking for Licensor. In the latter case, fees and charges shall be agreed to by\nLicensor and Licensee on a case by case basis provided that Licensee agrees that\nits fees and charges shall not exceed the fees and charges it customarily\nobtains for similar services in other circumstances. Revenues or Fees derived by\nLicensee as a result of a referral by Licensor including Support Services will\nbe considered 'Subject Revenue' and subject to License Fees described in Exhibit\n'B.'\n\n     3.5  Subject to mutual agreement between the Licensor and the Licensee,\nLicensor may provide support services to other licensed end users located\noutside the Territory. Such support services may be provided by Licensor working\ndirectly for specified end users, or as a subcontractor working for Licensee. In\nthe latter case, fees and charges shall be agreed to by\n\n\n                                 Confidential\n\n \nLicensor and Licensee on a case by case basis provided that Licensor agrees that\nits fees and charges shall not exceed the fees and charges it customarily\nobtains for similar services in other circumstances.\n\n     3.6  Except as expressly stated in this Agreement, until two (2) years\nfollowing the termination of this Agreement (whether voluntary or involuntary\nwhether by Licensor or Licensee and whether by expiration of the term or\notherwise) neither Licensee, nor any affiliate of Licensee shall use the\nSoftware and any associated documentation, combined, or merged, in whole or in\npart, with any competitive software product without Licensor's consent.\n\n     3.7  Except as expressly stated in this Agreement, Licensor shall have no\nobligation to render any services or provide any effort, or to refrain from any\nbusiness or activity. Licensor provides no assurance with regard to the results\nor profitability of the promotional activities and services Licensee is\nauthorized to pursue hereunder.\n\n\n                                   SECTION 4\n                                   ---------\n\n                                      TERM\n                                      ----\n\n     4.1  Subject to earlier termination as provided herein, this Agreement\nshall take effect from the date of this Agreement and shall continue until\nterminated by the Licensee upon 90 days' notice by the Licensee to the Licensor.\n\n     4.2  Upon termination of this Agreement, Licensee shall immediately deliver\nto Licensor at Licensee's own expense, all copies of the Software,\nDocumentation. and any other materials related to Licensor or the Program in the\npossession of or previously delivered to Licensee by Licensor, except that\nLicensee may retain copies of such materials to the extent necessary to continue\nto provide Support Services and fulfill its obligations under License Agreements\nto Customers (the 'Subsisting Agreements').\n\n     4.3  Termination of this Agreement shall not terminate any License\nAgreement or other agreement in effect between Licensee and a Customer. For the\npurpose of the Licensee fulfilling its obligations under such License Agreement,\nLicensor hereby grants to Licensee such rights to the Software to the extent\nnecessary for Licensee to fulfill such obligations, otherwise, Licensee shall\nnot use, sell, distribute or have any rights in the Software, documentation, or\nother materials related to this Agreement. Each of Licensee and Licensor agrees\nthat it shall be entitled to no compensation from the other or any Customer in\nconnection with, or following, termination of this Agreement except that until\nthe termination of each of these Subsisting Agreements, Licensee shall continue\nto be entitled to any payment due from Customers in respect to the relevant\nSubsisting Agreement; and Licensor shall be entitled to the fees arising\ntherefrom on the basis set forth in Exhibit 'B'.\n\n     4.4  Sections 3.6, 5.2, 5.3(b), 5.3(c), 5.4, 5.6, 6, and 8 hereof shall\nsurvive termination of this Agreement and shall thereafter remain in effect in\naccordance with their terms.\n\n     4.5  This Agreement may be terminated earlier, at Licensor's election, if\nLicensee falls to perform its obligations hereunder in any material respect\nincluding the requirement that Licensee use its best efforts to market the\nSoftware (provided that Licensor notifies Licensee of the first occurrence of\nany such breach and gives Licensee a reasonable period of time, not less than\nthirty (30) days to cure such breach).\n\n\n                                 Confidential\n\n \n                                   SECTION 5\n                                   ---------\n\n                          TITLE; INTELLECTUAL PROPERTY\n                          ----------------------------\n\n     5.1  Licensee may copy the compiled Software and\/or Documentation only as\nrequired to perform its duties hereunder, to fulfill its obligations under any\nLicense Agreement or as agreed in writing by Licensor, except that Licensee may\nalso make a reasonable number of copies of the Software and Documentation to be\nmaintained in its custody and control for nonproductive backup purposes.  All\ncopies of the Software and Documentation provided to or made by or for Licensee\nshall be accounted for upon Licensor's request.\n\n     5.2  Software, Program, Documentation and Licensor Changes are protected by\nU. S. and international copyright laws, treaties, and conventions; the Software\nand Documentation are copyrighted works under U.S. and foreign laws; and the\nSoftware and Documentation are protected as trade secrets and Confidential\nInformation of Licensor. Licensor retains all right, title, and interest in and\nto the Software, Documentation, and all intellectual property rights contained\ntherein, subject only to the limited license granted to Licensee in Section 2.1\nhereof.\n\n     5.3  (a)  Licensor may authorize Licensee and\/or Customers, including their\nrespective employees and agents to make (alone or in collaboration with\nLicensor) or receive Licensor Changes. Licensor reserves the absolute right to\ndetermine when and how such Licensor Changes are produced and used. Licensee\nagrees that all Licensor Changes made or obtained by Licensor, Licensee, or any\nCustomer, or their respective employees or agents acting alone or in\ncollaboration with each other, shall together with all intellectual properly\nrights associated therewith be the exclusive property of Licensor. Licensee\nshall not implement and distribute Licensor Changes, until such Licensor Changes\nhave been approved by Licensee.\n\n     (b)  Licensor may use all Licensee Changes and Enhancements created by\nLicensee, its employees, agents or assigns under the following circumstances.\nLicensee shall as soon as developed present such Licensee Changes or\nEnhancements to Licensor who shall expressly accept or reject such Changes or\nEnhancements. In the event that Licensor accepts such Licensee Changes or\nEnhancements, the License Fee payable by Licensee to Licensor for that year and\neach and every subsequent year so long as Licensor continues to use such\nLicensee Changes and Enhancements (as set forth in Exhibit B) shall be reduced\nby ** of the aggregate Subject Revenue, but in no event shall the License Fee be\n   --\nreduced to less than ** of that set forth in Schedule B. This reduction in the\n                     --\nsubject Revenue shall entitle Licensor to a fully paid and irrevocable worldwide\nlicense to the Licensee Changes and Enhancements that shall survive the\ntermination of this Agreement. Licensee changes for multiple currencies, multi-\nlingual and multi-national capabilities will be excluded from this reduction.\n\n     (c)  Notwithstanding Section 5.3(b) and subject to the proviso below,\nLicensee grants to Licensor the right to use those parts of Licensee Changes (i)\nwhich enable the Software to process transactions involving more than one\ncurrency or (ii) which provide the Software with multi-lingual and multi-\nnational capabilities, PROVIDED where Licensee has to incur any costs or\nexpenses to enable Licensor to exercise its fights under this sub-Section\n5.3(c), Licensor shall pay for such costs and expenses if approved in writing by\nLicensee. The provisions of this Section 5.3(c) shall survive termination of\nthis Agreement and Licensor's license to use the Licensee Changes described in\nthis Section 5.3(c) shall be\n\n*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION\n------------------------------------------------------------------------------\nCONTAINED IN THIS EXHIBIT.  THROUGHOUT THIS EXHIBIT CONFIDENTIAL PORTIONS HAVE\n------------------------------------------------------------------------------\nBEEN OMITTED FROM THE PUBLIC FILING AND HAVE BEEN FILED SEPARATELY WITH THE\n---------------------------------------------------------------------------\nSECURITIES AND EXCHANGE COMMISSION.\n-----------------------------------\n\n\n\n                                 Confidential\n\n \ndeemed fully paid and irrevocable.  The execution of this Agreement shall\nconstitute payment for the rights granted under this Section 5.3(c).\n\n     5.4  Licensee may not distribute, sell, sublease, assign, give, or transfer\nin any way the original or any copies of the Software or Documentation except as\nprovided in this Agreement or as otherwise hereafter agreed by Licensor in\nwriting. Licensee may not modify, reverse engineer, de-compile, or translate the\nSoftware or Documentation without the prior written consent of Licensor.\nLicensee may not use the Software or Documentation to process accounts or\nrecords, to generate output data, or otherwise for the direct benefit of, or for\npurposes of rendering services to, any person, business entity or organizations,\nexcept Customers as expressly authorized in their applicable License Agreement.\n\n     5.5  Licensee is authorized to identify Licensee as an independent business\nthat has been authorized by Licensor to market the Software and provide Support\nServices to Customers and, with the prior written consent of Licensor which\nshall not be unreasonably withheld, to use and display Licensor's trade name,\ntrademarks, service marks, and logos for purposes of promotion and marketing of\nthe Software intended for Eligible Prospects. All such action shall be subject\nto reasonable advertising and usage guidelines provided by Licensor. In all\nother respects, this Agreement confers no right or license with regard to\nLicensor's trade name, trademarks, service marks, logos, or packaging, or any\nrelated goodwill, all of which shall be the exclusive property of Licensor.\nLicensee shall assist Licensor, at Licensor's request, in perfecting and\nmaintaining Licensor's rights under trademark and similar laws in each country\nin the Territory by advising Licensor of any special registration, recording, or\nnotice requirements.\n\n     5.6  Licensee shall notify Licensor in the event that it discovers any\ninfringement of Licensor's rights in the Software or any violation of the terms\nof the License Agreement, and shall cooperate with Licensor and assist in the\nprosecution of Licensor's claims, provided that Licensor retains financial\nresponsibility for costs of assistance and prosecution. Licensor shall be\nentitled to retain any proceeds from such claims, including settlement amounts\nfor purposes of funding Licensor's worldwide intellectual property protection\nprograms.\n\n\n                                   SECTION 6\n                                   ---------\n\n                          CONFIDENTIALITY OBLIGATIONS\n                          ---------------------------\n\n     6.1  Licensee acknowledges that the Software, Program and Documentation\ncontain Confidential Information of Licensor.\n\n     6.2  Licensee agrees at all times to maintain the complete confidentiality\nof the Software, Documentation, Program and all other Confidential Information\nof Licensor.\n\n     6.3  Licensee agrees not to permit or authorize access to, or disclosure\nof, the Software, Documentation, Program and all other Confidential Information\nof Licensor to any person or entity other then (a) Eligible Prospects to the\nextent necessary for such Eligible Prospects to evaluate the Software, (b)\nCustomers, to the extent necessary for such Customers to exercise their rights\nunder applicable License Agreements, and (c) employees of Licensee who 'need to\nknow' such information in order to enable Licensee to perform its obligations\nunder this Agreement and applicable License Agreements. The Software and\nDocumentation and all other Confidential Information of Licensor may not be\ndisclosed or provided to any independent contractors or consultants dealing with\nLicensee, Eligible Prospects, or Customers, unless Licensor gives its prior\nwritten approval. Licensee may disclose necessary portions of the Software,\nDocumentation, Program or other Confidential lnformation of Licensor to\ngovernmental regulatory authorities if such disclosure is required for\n\n\n                                 Confidential\n\n \ncompliance with applicable laws or otherwise as required by applicable law, but\nLicensee shall to the extent practicable notify Licensor of the applicable legal\nrequirements before such disclosure occurs and Licensee shall use its best\nefforts to help Licensor obtain protection as may be available to preserve the\nconfidentiality of such information following disclosure.\n\n     6.4  Prior to disposal of any media or materials that contain any part of\nthe Software, Documentation, Program, or other Confidential Information of\nLicensor, Licensee shall, unless prohibited by applicable law, obliterate or\notherwise destroy all code, instructions, commentary, or further evidence of\nConfidential Information, for example, by erasing, incinerating, or shredding\nsuch materials. The said disposal\/destruction will be performed by an outside\nparty and a receipt of this destruction will be provided to the Licensor.\n\n\n                                   SECTION 7\n                                   ---------\n                    \n                   FEES AND CHARGES; POSSIBLE JOINT VENTURE\n                   ----------------------------------------\n\n     7.1  Licensee shall use its best endeavours to promptly and timely collect\nall Subject Revenues from the Customers and Licensee shall not permit any person\nor entity access to the Software, Program, Documentation or any modification\nthereof unless such person or entity has, on commercially reasonable terms and\nfor cash only, entered into a License Agreement approved by Licensor and the\nexecution of such License Agreement is promptly reported to Licensor.\n\n     7.2  Licensee shall pay Licensor the fees set forth in Exhibit 'B' hereto.\nOn or before the fifteenth (15th) day of each calendar quarter (January 15,\nApril 15, July 15, and October 15), the Licensee shall (a) provide the Licensor\nby facsimile a detailed written report showing all Subject Revenue received by\nLicensee and\/or its affiliates in the immediately previous calendar quarter and\n(b) cause the Licensor to have received a wire transfer of a payment of all\namounts due to Licensor in respect to all Subject Revenue received by Licensee\nand its affiliates prior to the end of the immediately previous calendar\nquarter. Fees paid to Licensor are to be in United States dollars and will be\ncalculated based on the relevant bank selling exchange rate for United States\ndollars quoted by the Bank of America, N.A., Singapore Branch, five (5) days\nprior to the due date. Should this day fall on a day which these rates are not\navailable due to legal or banking holidays, the next most current rate will be\nused,\n\n     7.3  Subject to Licensee's payment of the amounts owing to Licensor\nhereunder, Licensee shall have sole responsibility for establishing and\ncollecting fees, and shall be entitled to retain (but only during the term of a\nLicense Agreement), all fees and charges payable by Customers relating to a\nProgram and\/or the Software, or any services provided by Licensee in connection\ntherewith.\n\n     7.4  Licensee shall collect, report, and pay to the relevant taxing\nauthority, and indemnify Licensor for any liability relating to, all applicable\nexcise, property, value-added tax (VAT), sales and use or similar taxes, in\naddition to or in lieu thereof, and any custom, import, export or other duties,\nlevies, tariffs, taxes, or other similar charges that are imposed by any\njurisdiction outside the United States of America for the transactions\ncontemplated herein, including the license of the Software by Licensor.\n\n     7.5  Time is of the essence with respect to all payments due from Licensee\nhereunder.  Licensee may not suspend or set off any payment due Licensor\nhereunder on any basis whatsoever.  All amounts past due shall accrue interest\nat the rate of ** per annum above the prime rate of the Bank of America, N.A.,\n               --                                                             \nSingapore Branch on the date which the payment is due.\n\n*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION\n------------------------------------------------------------------------------\nCONTAINED IN THIS EXHIBIT.  THROUGHOUT THIS EXHIBIT CONFIDENTIAL PORTIONS HAVE\n------------------------------------------------------------------------------\nBEEN OMITTED FROM THE PUBLIC FILING AND HAVE BEEN FILED SEPARATELY WITH THE\n---------------------------------------------------------------------------\nSECURITIES AND EXCHANGE COMMISSION.\n-----------------------------------\n\n\n                                 Confidential\n\n \n     7.6  Notwithstanding anything in this Agreement to the contrary, the\nLicensor may upon five (5) days' notice to Licensee audit and inspect any and\nall of the Licensee's books and records provided such audit shall not be\nconducted more than once every quarter. If any such audit or any other audit or\ninvestigation efforts of Licensor shall ever reflect underpayment of fees of\nmore than ten thousand dollars ($10,000.00) for any calendar quarter, the\nLicensee shall reimburse the Licensor for all of the expenses incurred by the\nLicensor in conducting such audit or other investigation.\n\n     7.7  Notwithstanding anything in this Agreement to the contrary, the\nparties hereto agree that at any time after the second (2nd) anniversary of this\nAgreement, either party may, but shall not be obligated to, notify the other\nparty of its intention to form a joint venture with the other party. Upon\nsending such notice, the parties shall immediately meet and in good faith\nnegotiate the terms of the joint venture.\n\n\n                                   SECTION 8\n                                   ---------\n\n                                  LIMITATIONS\n                                  -----------\n\n     8.1  LICENSOR SHALL HAVE NO LIABILITY FOR THE SOFTWARE OR ANY SERVICES\nPROVIDED HEREUNDER, INCLUDING ANY LIABILITY FOR NEGLIGENCE. LICENSOR MAKES AND\nLICENSEE RECEIVES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, IN\nANY PROVISION OF THIS AGREEMENT OR ANY OTHER COMMUNICATION, AND LICENSOR\nSPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A\nPARTICULAR PURPOSE.\n\n     8.2  The cumulative liability of Licensor to Licensee for all claims\nrelating to the Software and any services rendered hereunder, in contract, tort,\nor otherwise, shall not exceed the total amount of all license fees paid by\nLicensee to Licensor for the relevant Software within the prior year. In no\nevent shall Licensor be liable to Licensee for any consequential, indirect,\nspecial, or incidental damages, including without limitation lost profits, even\nif Licensor has been advised of the possibility of such potential loss or\ndamage. The foregoing limitation of liability and exclusion of certain damages\nshall apply regardless of the success or effectiveness of other remedies.\n\n     8.3  LICENSEE SHALL HAVE NO LIABILITY FOR THE LICENSEE CHANGES OR ANY OTHER\nSOFTWARE OR SERVICES PROVIDED HEREUNDER, INCLUDING ANY LIABILITY FOR NEGLIGENCE.\nLICENSEE MAKES AND LICENSOR RECEIVES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY,\nOR OTHERWISE, IN ANY PROVISION OF THIS AGREEMENT OR ANY OTHER COMMUNICATION, AND\nLICENSEE SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A\nPARTICULAR PURPOSE.\n\n\n                                   SECTION 9\n                                   ---------\n\n                                INDEMNIFICATION\n                                ---------------\n\n     9.1  Except as hereafter otherwise provided, if a third party claims that\nthe Software infringes any patent, copyright, trade secret, or other\nintellectual property rights of a third party, Licensor shall (as long as\nLicensee is not in default under this Agreement) defend Licensee against that\nclaim at Licensor's expense and pay all damages awarded by a court in a final\njudgment, provided that Licensee promptly notifies Licensor in writing of any\nsuch claim, and allows Licensor to control, and cooperates with Licensor in the\ndefense and disposition of such claim, including any related settlement\nnegotiations. If such a claim is made or appears possible, Licensor may, at its\noption, secure for Licensee the right to continue to use the Software, modify or\nreplace the Software so that it is non-infringing, or\n\n\n                                 Confidential\n\n \nrefund all license fees paid for the infringing material less a reasonable\ndeduction for prior use.  Notwithstanding the foregoing, Licensor shall have no\nobligation hereunder for (a) any claim based on Licensee Changes, or for any\ncombination, operation, or use of the Software with any product data, or\napparatus specifically disallowed by Licensor and notified to the Licensee in\nwriting or (b) any claim based on theories of law that are not substantially\nequivalent to laws, treaties, and conventions applicable to U.S. patents,\ncopyrights, trade secrets, and similar intellectual property rights.  THIS\nSECTION STATES LICENSOR'S ENTIRE OBLIGATION TO LICENSEE WITH RESPECT TO MATTERS\nOF TITLE OR ANY CLAIM OF INFRINGEMENT THEREOF.\n\n     9.2  If a third party claims Licensee Changes infringe any patent,\ncopyright, trade secret or other intellectual property rights of a third party,\nor should a third party bring any claim against Licensor resulting from\nLicensee's breach of this Agreement, Licensee shall defend and indemnify\nLicensee against that claim at Licensee's expense and pay all damages awarded by\na court in a final judgment; provided, that Licensor promptly notifies Licensee\nin writing of any such claim. and allows Licensee to control, and cooperates\nwith Licensee in, the defense and disposition of such claim, including any\nrelated settlement negotiations.\n\n                                  SECTION 10\n                                  ----------\n\n                              POWER AND AUTHORITY\n                              -------------------\n\n     Each party hereby represents and warrants to the other party hereto that it\nhas full power and authority to enter into and perform under the terms of this\nAgreement, and the person executing this Agreement on behalf of such party has\nbeen properly authorized and empowered to so execute this Agreement.\n\n                                  SECTION 11\n                                  ----------\n\n                                    NOTICES\n                                    -------\n\n     All notices or other communications to be given hereunder shall be in\nwriting and delivered either by telecopy (confirmation by air mail) or by\ninternational second-day courier, courier charges prepaid, and addressed to the\nappropriate party as set forth below:\n\n     If to Licensee:        HospitalityCity Pte Ltd\n                            8 Temasek Boulevard\n                            #42-01 Suntec Tower Three\n                            Singapore 038988\n                            Facsimile Number:  +65 234-3604\n\n     If to Licensor:        3291 North Buffalo Drive\n                            Suite 200\n                            Las Vegas, NV 89129\n                            USA\n                            Facsimile Number:  (702) 316-7001\n\nNotices delivered personally shall be effective upon delivery and notices\ndelivered by mail shall be effective upon their receipt by the party to whom\nthey are addressed.\n\n\n\n                                 Confidential\n\n \n                                  SECTION 12\n                                  ----------\n\n                                  ASSIGNMENT\n                                  ----------\n\n     Except as provided herein, this Agreement may not be assigned by Licensee,\nnor may Licensee delegate or subcontract any obligation incurred hereunder or\nunder any applicable License Agreement, except with the prior written consent of\nLicensor which shall not be unreasonably withheld or refused.  Licensor may\nterminate this Agreement in the event that Licensee experiences (in one\ntransaction or any series of transactions) a change of majority ownership or\nprincipal management, unless Licensor is promptly notified of such change and is\nprovided satisfactory assurance that Licensee shall be able to perform its\nobligations hereunder to Licensor's satisfaction.  Subject to the foregoing,\nthis Agreement shall inure to the benefit of, and shall be binding on, the\nparties hereto, their successors and assigns.\n\n                                  SECTION 13\n                                  ----------\n\n                                 COUNTERPARTS\n                                 ------------\n\n     This Agreement may be executed in any number of counterparts, each of which\nshall be deemed an original and all of which together shall constitute one\ninstrument.\n\n                                  SECTION 14\n                                  ----------\n\n                                 GOVERNING LAW\n                                 -------------\n\n     This Agreement shall be governed by and construed and enforced in\naccordance with English law without regard to principles of conflicts of laws.\nAs between the parties hereto, the United Nations convention related to the sale\nof goods shall not apply to any sale of goods deemed to arise under or related\nto this Agreement.  All funds shall be paid to Licensor in U.S. dollars in the\nUnited States of America; and nothing herein shall be construed to require\nLicensor to do business or maintain any office of business establishment outside\nthe United States of America.\n\n                                  SECTION 15\n                                  ----------\n\n                               ENTIRE AGREEMENT\n                               ----------------\n\n     This Agreement may not be modified except by writing signed by authorized\nrepresentatives of both parties.  A waiver by either party of its rights\nhereunder shall not be binding unless contained in writing signed by an\nauthorized representative of the party waiving its rights.  The nonenforcement\nor waiver of any provision on one occasion shall not constitute a waiver of such\nprovision on any other occasions unless expressly so agreed in writing.  It is\nagreed that no usage of trade or other regular practice or method of dealing\nbetween the parties hereto shall be used to modify, interpret, supplement, or\nalter in any manner the term of this Agreement.\n\n                                  SECTION 16\n                                  ----------\n\n                                   HEADINGS\n                                   --------\n     The headings contained in this Agreement are for reference purposes only\nand shall not affect the meaning or interpretation hereof.\n\n\n\n                                 Confidential\n\n \n                                  SECTION 17\n                                  ----------\n\n                             COMPLIANCE WITH LAWS\n                             --------------------\n\n     17.1  Licensee shall, at its own expense, comply with all laws relating to\nthe marketing, distribution, or licensing of the Software, and shall procure all\nlicenses and pay all fees and other charges required thereby.\n\n     17.2  Notwithstanding anything in this Agreement to the contrary, it is\nacknowledged and agreed that neither Licensor nor Licensee may ship, export, or\nre-export the Software, Program or Documentation, or any other information,\nprocess, product, or service obtained directly or indirectly from Licensor, to\nany country or entity that is the subject of any prohibition imposed by the U.S.\nExport Administration Act of 1979, U.S. Executive Orders, the U.S. Department of\nCommerce, and the North Atlantic Treaty Organization (NATO), Licensee\nunderstands that, if such a prohibition applies and an export license cannot be\nobtained with reasonable effort, the disclosure or delivery of the Software,\nProgram and Documentation may not occur.  To ensure compliance, Licensee agrees\nto notify Licensor of each Eligible Prospect as soon as possible so that\nLicensor can evaluate whether prohibitions may apply or export licenses may be\navailable.  If unusual costs are involved in obtaining export licenses, Licensor\nmay require Licensee to accept responsibility for some or all of those costs.\n\n     17.3  Licensee hereby agrees that Licensee and its directors, officers,\nemployees, and agents shall comply with the Foreign Corrupt Practices Act of\n1977, as amended (the 'Act') with respect to the subject matter of this\nAgreement.  In this regard, neither Licensee nor any of its directors, officers,\nemployees, or agents shall make or offer to make any payment or gift directly or\nindirectly to any employee, officer, or representative of any governmental\nentity or instrumentality or to any foreign political party any official of a\nforeign political party, or candidate, when such payment would constitute a\nbribe, kickback or illegal payment under U.S. or applicable foreign laws.\n\n     17.4  In performing its duties under this Agreement, Licensee shall use its\nbest efforts to prevent any action which would cause Licensor to be in violation\nof any law or regulation applicable in the jurisdiction constituting the\nTerritory, including but not limited to, laws and regulations governing\nfranchises, distribution and sales. Further, Licensee will use its best efforts\nto prevent any action which would result in Licensor's loss of any intellectual\nproperty rights to the Software in the jurisdictions constituting the Territory.\n\n                                  SECTION 18\n                                  ----------\n\n                            INDEPENDENT CONTRACTOR\n                            ----------------------\n\n     Each party hereto shall be and remain an independent contractor; nothing\nherein shall be deemed to constitute the parties as partners, and neither party\nshall have early authority to act, or attempt to act. or represent itself,\ndirectly or by implication, as an agent of the other or in any manner assume or\ncreate, or attempt to assume or create, any obligation on behalf of or in the\nname of the other, nor shall either be deemed the agent or employee of the\nother.\n\n\n\n                                 Confidential\n\n \n                                  SECTION 19\n                                  ----------\n\n                                  ARBITRATION\n                                  -----------\n\n     In the event a claim, controversy, or dispute between Licensor and Licensee\narises out of or in connection with this Agreement or the transactions and\nbusiness contemplated hereby, including the validity, construction, or\nenforcement thereof, either party may demand that such matter be submitted to\nfinal and binding arbitration before a single arbitrator selected by the parties\nin accordance with the then existing rules of the International Chamber of\nCommerce.  The situs of all arbitration proceedings shall be Brussels, Belgium\nunless Licensor and Licensee agree in writing to another situs.  All arbitration\nproceedings and records shall be in English.  Issuance of an arbitration demand\nshall suspend the effect of any default entailed by such claim, controversy, or\ndispute and any judicial or administrative proceedings instituted in connection\ntherewith, for the duration of the arbitration proceedings.  If Licensor and\nLicensee cannot agree on the identity of a single arbitrator within five (5)\ndays of receipt of the arbitration demand, each of them shall appoint one (1)\narbitrator and the party-appointed arbitrators shall appoint a third arbitrator\nwithin five (5) days of their appointment.  The arbitrator or arbitrators shall\ndetermine whether a default has occurred, and shall deliver its or their\ndecision within ninety (90) days of the date of receipt of the arbitration\ndemand, specifying such remedy (including money damages) as shall (1) fully\nimplement the intent and purposes of this Agreement and (2) indemnify and hold\nharmless the nonbreaching party from all losses, costs, and expenses (including\ncosts of arbitration and reasonable attorney's fees) resulting from the default.\nTermination or limitation of Licensor's rights in the Software, the\nDocumentation, or any associated intellectual property rights may not be awarded\nunder any circumstances.  The right to demand arbitration and to receive damages\nand obtain other available remedies as provided hereunder shall be the exclusive\nremedy in the event an arbitration demand is made, except that Licensor shall be\nentitled to obtain equitable relief, such as injunctive relief, from any court\nof competent jurisdiction in order to protect its rights in the Software, the\nDocumentation, or any associated intellectual property rights while such\nproceeding is pending or in support of any award made pursuant to such\narbitration.  Licensor and Licensee hereby consent to the enforcement in the\ncourts of each country in the Territory and the United States of any arbitral\njudgment or award rendered pursuant to this Section.\n\n                                  SECTION 20\n                                  ----------\n\n                                  INSPECTION\n                                  ----------\n\n     Licensor shall have the right to enter the premises of Licensee at any time\nupon reasonable request during regular business hours in a non-disruptive\nmanner, for the purpose of inspecting the location and use of the Software,\nProgram and Documentation and the standard procedures of Licensee regarding\nretention, safekeeping, and disposal of all media and materials, pertaining\nthereto.\n\n                                  SECTION 21\n                                  ----------\n\n                              SOURCE CODE ESCROW\n                              ------------------\n\n     To be subsequently agreed upon.\n\n\n                                 Confidential\n\n \n\n\n                                 Confidential\n\n \n     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of\nthe day and year first above-written.\n\n\n \n \nLICENSOR:                                                LICENSEE:\n                                                       \nBy: \/s\/   CHRIS P. CARTON                                By: \/s\/   GREG KENNISH\n   -------------------------------------------              -------------------------------------\n\nTitle: President and Chief Operating Officer             Title: Director\n      ----------------------------------------                 ----------------------------------\n\nDate: 2 June 99                                          Date: 3 June 99\n     -----------------------------------------                -----------------------------------\n\n \n\nWITNESS:                                                 WITNESS:\n                                                       \nBy: \/s\/  KEVIN LISKE                                     By: \/s\/  JERRY LAU\n   -------------------------------------------              -------------------------------------\n\nTitle: Vice President Operations                         Title: Director\n      ----------------------------------------                 ----------------------------------\n\nDate: 2 June 99                                          Date: 3 June 99\n     -----------------------------------------                -----------------------------------\n\n\n\n\n                                 Confidential\n\n \n                                  EXHIBIT 'A'\n\n \n                                  EXHIBIT 'B'\n\n                                 LICENSE FEES\n\n     All amounts due hereunder shall be paid in U.S. Dollars via wire transfer\nto the bank account in the United States as designated by Licensor from time to\ntime,\n\n     The Licensee shall pay the Licensor (a) a one-time lump sum fee of **\n                                                                        --\npayable in four (4) equal quarterly installments of ** each, the first of which\n                                                    --                         \nwas paid no later than 14 days after the execution and delivery of this\nAgreement and the other three installments will be paid by wire transfer three,\nsix and nine months respectively thereafter and (b) a quarterly fee of:\n\n          i.   ** of the aggregate Subject Revenue received by Licensee and its\n               --                                                              \n     affiliates during each quarter of the first year of the term of this\n     Agreement.\n\n          ii.  ** of the aggregate Subject Revenue received by Licensee and its\n               --                                                              \n     affiliates during each quarter of the second year of the term of this\n     Agreement.\n\n          iii. ** of the aggregate Subject Revenue received by Licensee and its\n               --                                                              \n     affiliates during each quarter of the third year of the term of this\n     Agreement.\n\n          iv.  ** of the aggregate Subject Revenue received by Licensee and its\n               --                                                              \n     affiliates during each quarter of the fourth year of the term of this\n     Agreement.\n\n          v.   ** of the aggregate Subject Revenue received by Licensee and its\n               --                                                              \n     affiliates during each quarter of the fifth year of the term of this\n     Agreement.\n\n          vi.  ** of the aggregate Subject Revenue received by Licensee and its\n               --                                                              \n     affiliates during each quarter of the sixth and each subsequent year of the\n     term of this Agreement.\n\nNotwithstanding the above, payment of the quarterly fee ** until the earlier of\n                                                        --                     \nthe following:  (a) the end of the first year of this Agreement; or (b) when\nLicensee's aggregate Subject Revenue exceeds Licensee's expenses.  This ** of\n                                                                        --   \nfirst year quarterly fee shall not affect the calculation of quarterly fee\nincreases as set forth above.\n\n\n\n\n*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION\n------------------------------------------------------------------------------\nCONTAINED IN THIS EXHIBIT.  THROUGHOUT THIS EXHIBIT CONFIDENTIAL PORTIONS HAVE\n------------------------------------------------------------------------------\nBEEN OMITTED FROM THE PUBLIC FILING AND HAVE BEEN FILED SEPARATELY WITH THE\n---------------------------------------------------------------------------\nSECURITIES AND EXCHANGE COMMISSION.\n-----------------------------------\n\n\n\n                                 Confidential\n\n \n                                  EXHIBIT 'C'\n\n                           Form of License Agreement\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8609],"corporate_contracts_industries":[],"corporate_contracts_types":[9613,9620],"class_list":["post-42049","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-purchaseprocom-inc","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42049","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42049"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42049"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42049"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42049"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}