{"id":42849,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/strategic-marketing-agreement-landis-amp-gyr-europe-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"strategic-marketing-agreement-landis-amp-gyr-europe-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/strategic-marketing-agreement-landis-amp-gyr-europe-corp.html","title":{"rendered":"Strategic Marketing Agreement – Landis & Gyr (Europe) Corp. and Innovative Tech Systems Inc."},"content":{"rendered":"
\n                         STRATEGIC MARKETING AGREEMENT\n\n                                    Between\n\n                          LANDIS & GYR (EUROPE) CORP.\n\n                                      And\n\n                         INNOVATIVE TECH SYSTEMS, INC.\n\n                         STRATEGIC MARKETING AGREEMENT\n\nTHIS AGREEMENT is entered by and between:\n\n        Landis & Gyr (Europe) Corp.\n        Gubelstrasse 22\n        CH-6301 Zug\n        Switzerland\n        (hereinafter referred to as \"Landis & Gyr\")\n\nand\n\n        Innovative Tech Systems, Inc.\n        444 Jacksonville Road, Suite 200\n        Warminster, Pennsylvania 18974\n        (hereinafter referred to an \"Innovative Tech\")\n\nWHEREAS, Innovative Tech is the owner of certain application Software products,\nlisted herein in Exhibit A, and is in the business of developing, producing,\nmarketing and distributing Software under the trade name SPAN-FM for Windows,\nand\n\nWHEREAS, Landis & Gyr wishes to market and distribute the Software produced by\nInnovative Tech, and\n\nWHEREAS, Landis & Gyr is prepared to market and distribute the Software to its\ncustomers and Innovative Tech provides authorization to Landis & Gyr to market\nand distribute the Software listed herein in Exhibit A, and agree to be\nmutually bound by the terms and conditions of this Strategic Marketing\nAgreement, hereinafter called Agreement.\n\n\n                                  WITNESSETH:\n\nNOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES\nCONTAINED HEREIN, LANDIS & GYR AND INNOVATIVE TECH DO HEREBY AGREE AS FOLLOWS:\n\n1       DEFINITIONS\n\n        1.1     The term \"Software\" shall include the Software Interface\ndescribed in 1.7 and shall mean the object code versions of the Innovative Tech\nsoftware described in Exhibit A and shall include any modifications or\nimprovements thereof made by Innovative Tech and the enhancements as defined\nunder 1.6, and any other materials which are provided for use in connection\nwith said object code.\n\n        1.2     The term \"Software Source Code\" shall mean the human-readable\nversion of the Software, including without limitation, associated flowcharts,\nalgorithms, comments and other written instructions and technical documentation.\n\n     1.3  The term \"use\" shall include, without limitation, copying any portion\nof the Software, including copying into a computer, or transmitting any portion\nof the Software, including transmission to a computer for processing of the\ninstructions or statements contained therein.\n\n     1.4  The term \"End User License\" shall mean an agreement, in writing,\nbetween Innovative Tech and the \"End User\", containing the terms set forth in\nExhibit B hereto.\n\n     1.5  The term \"End User\" shall mean any person or entity who has entered\ninto an \"End User License\" with Innovative Tech.\n\n     1.6  The term \"Enhancements\" shall mean performing the functions and\/or\nchanges which shall be mutually agreed in Specification Document.\n\n     1.7  The term \"Interface Link\" shall mean the link commonly designed by\nInnovative Tech and Landis & Gyr to facilitate exchange of data between the\nSoftware and the Landis & Gyr software application products.\n\n     The Interface Link consists of two parts, one integrated and developed by\nInnovative Tech into the Software owned by Innovative Tech, which will be known\nas the \"Software Interface\", another integrated and developed by Landis & Gyr\ninto the software application products owned by Landis & Gyr, which will be\nknown as the \"Application Interface\".\n\n     1.8  The term \"Specification Document\" shall mean a written document which\ncontains the design, functional and technical specifications for the Software\nand Documentation.\n\n     1.9  The term \"Documentation\" shall mean any human readable materials, and\nany modifications and additions thereto, provided with, or available for, the\nSoftware for its implementation, operation, and maintenance, such as\ninstallation guides, tutorials, reference guide, technical and\/or user manuals,\nand release notes. The Documentation available when this Agreement comes into\nforce are listed in Exhibit F \"Documentation\".\n\n     1.10  The term \"Version\" shall mean the highest level of a software\nproduct. New versions contain major additional or improved functionality and\/or\nperformance (often denoted as the first number of X.X.X. used to identify the\ncurrent software level).\n\n     1.11  The term \"Release\" shall mean a modification to a Version of a\nsoftware product (often denoted as the second number of X.X.X used to identify\nthe current software level).\n\n     1.12  The term \"Revision\" shall mean a defect correction (bug fix) for\nmaintenance purposes and minor functional enhancements (often denoted as the\nlast number of X.X.X used to identify the current software level).\n\n     1.13  The term \"Upgrade\" shall mean a change to an End User License to\npermit greater capacity operation, e.g. on a higher control process unit group\nor with a greater number of users.\n\n\n     1.14  The term \"Update\" shall mean any and all Revisions, Releases and\nVersions of the Software and Documentation, as the context may require.\n\n\n2.   OWNERSHIP OF SOFTWARE AND OF APPLICATION INTERFACE\n\n     2.1  Landis & Gyr acknowledges and agrees that:\n\n          (a)  Innovative Tech reserves for itself all proprietary rights in\nthe Software and all designs, engineering details and other data pertaining to\nthe Software. Such proprietary rights shall be reserved to and owned by\nInnovative Tech. Landis & Gyr shall not obtain any proprietary rights in the\nSoftware and agrees to hold the Software subject to such reservations.\n\n          (b)  All writings or works of authorship developed by Innovative Tech\nin the course of performing services for Landis & Gyr hereunder, shall not be\n\"works for hire\" and Innovative Tech shall own all rights, title and interest\nin such writings or works of authorship, including all rights of patent,\ncopyright, trade secret or other proprietary rights throughout the world. If\nany such writings or works of authorship are deemed to be \"works for hire\" by\noperation of law, then this Agreement shall constitute an irrevocable\nassignment to Innovative Tech of all of Landis & Gyr's right, title and\ninterest in any such writings or works of authorship.\n\n          (c)  The Software is comprised of Innovative Tech's trade secrets and\nproprietary information; and\n\n          (d)  Landis & Gyr will not lend, sell, lease, hypothecate, or\notherwise dispose of the Software except as expressly authorized by this\nAgreement.\n\n     2.2  Innovative Tech acknowledges and agrees that:\n\n          (a)  Landis & Gyr reserves for itself all proprietary rights in the\nApplication Interface and all designs, engineering details and other data\npertaining to the Application Interface. Such proprietary rights in the\nApplication Interface shall be reserved to and owned by Landis & Gyr. Innovative\nTech shall not obtain any proprietary rights in the Application Interface and\nagrees to hold the Application Interface subject to such reservations.\n\n          (b)  The Application Interface is comprised of Landis & Gyr's trade\nsecrets and proprietary information; and\n\n          (c)  Innovative Tech will not lend, sell, lease, hypothecate, or\notherwise dispose of the Application Interface except as expressly authorized\nby Landis & Gyr.\n\n3    LICENSE\n\n     3.1  Innovative Tech grants Landis & Gyr the non-exclusive right to market\nand distribute the Software as an independent product or bundled with other\nproducts provided to End Users. The bundling of the Software with any other\nproducts shall not excuse or diminish any license prices required to be paid to\nInnovative Tech nor \n\nimply the granting of any rights to Landis & Gyr or any End User beyond those\nspecifically set forth herein.\n\n     3.2  Landis & Gyr shall offer under its own name the Software for sale\nonly and not for lease or rental. Landis & Gyr shall not represent itself as\nthe manufacturer of the Software and shall not relabel, remark, or otherwise\naffix any labels or devices upon the Software or materials which obscure the\ntrademark or other identification of Innovative Tech. However, Landis & Gyr\nshall have the right to affix a phrase similar to \"Distributed by Landis & Gyr\", including the Landis & Gyr logo [Landis & Gyr logo] on the packaging.\nLandis & Gyr shall be responsible for all changes associated with the affixing\nof any language or logo to any Software or materials.\n\n     3.3  Landis & Gyr agrees that Innovative Tech's name, trademark and\ncopyright information, shall be included on all copies of the Software, both in\nmachine readable form and on all Documentation related thereto.\n\n     3.4  Landis & Gyr assures Innovative Tech that it shall abide by and fully\ncomply with all export regulations both foreign and domestic.\n\n     3.5  Landis & Gyr shall have the right to translate the Software and\nDocumentation into languages other than English. Innovative Tech shall support\nLandis & Gyr in such translations as described in Paragraph 8.5.2. The ownership\nof the Software and of the Documentation stay with Innovative Tech. Innovative\nTech does not get the rights to distribute the translation of the Software and\nDocumentation done and paid by Landis & Gyr except as expressly authorized by\nLandis & Gyr. However Landis & Gyr recognizes that Innovative Tech may have the\nSoftware and Documentation translated at Innovative Tech's own expenses at any\ntime and distribute such translations without any restrictions.\n\n     3.6  Innovative Tech will provide Landis & Gyr with up to 200 (two\nhundred) copies of versions of the Software and Documentation for internal\ndemonstration purposes (\"Demonstration License\"). Innovative Tech will charge\nLandis & Gyr 200.00 USD (two hundred) per Demonstration License to help cover\nthe costs of the Demonstration License. This Demonstration License will be a\nfully working single-user version of the Software and of the Documentation.\nLandis & Gyr will be required to purchase AutoCAD R13 for Windows as this will\nnot be supplied with the Demonstration License. The license price for\nDemonstration License in excess of two hundred copies shall be negotiated at\nthe time of purchase. However all Software purchased for Landis & Gyr's own\nbusiness use shall require the license price to Innovative Tech as in\naccordance with Exhibit A.\n\n4    LICENSE PRICES AND REPORTS\n\n     4.1  Landis & Gyr agrees to pay to Innovative Tech a license price for\neach End User License distributed. This license price shall be in accordance\nwith Exhibit A.\n\n     4.2  A license price is not payable for the transfer of the Software from\none End User to another End User within the same organization, provided the\nfirst End User does not retain any portion of the Software after such transfer.\nAdditionally, a\n\nlicense price is not payable for the transfer of the Software from one host to\na second host provided that no portion of the Software remains with the first\nhost and the second host is property licensed.\n\n     4.3  The End User will be granted a license price free right to move the\nSoftware from one host to another within a Local Area Network (LAN) within the\nsame organization. Landis & Gyr agrees to provide the End User with the same\nmechanisms to monitor usage and to verify compliance with existing purchase\nagreements as it provides relating to its own licensed software products.\n\n     4.4  The license prices referred to in paragraph 4.1 hereto do not include\nany taxes or duties, and any such taxes or duties shall be assumed and paid for\nby Landis & Gyr. If Innovative Tech shall pay such taxes or duties, Landis & Gyr\nshall reimburse Innovative Tech within thirty (30) days of receiving a written\nrequest that it do so. Innovative Tech's federal, state and local income and \ntangible property taxes, if any, shall remain the sole responsibility of \nInnovative Tech.\n\n     4.5  Innovative Tech shall invoice Landis & Gyr upon the shipment of any\nSoftware order. Landis & Gyr shall remit payment in US Funds drawn on a US Bank\nwithin thirty (30) days after receipt of a proper invoice, but not earlier than\nwithin thirty (30) days after receipt of the Software and Documentation.\n\n     4.6  Landis & Gyr agrees that it shall maintain complete, clear and\naccurate records of each End User License distributed. Within thirty (30) days\nafter the end of each quarterly period during which this Agreement is in effect,\nwhich periods end on March 31st, June 30th, September 30th and December 31st,\nLandis & Gyr shall provide Innovative Tech a statement, certified by an\nauthorized representative of Landis & Gyr, setting forth the number of End User\nLicenses distributed during the quarter, along with the names, addresses,\ntelephone numbers and point of contact for each End User.\n\n     4.7  Innovative Tech shall have the right to audit Landis & Gyr's records\npertaining to the statement provided to Innovative Tech. All audits must be\nconducted during Landis & Gyr's regular business hours, and prior to an audit,\nInnovative Tech must have given thirty (30) days advance written notice. The\nright of audit shall be limited to once per calendar year and shall not cover\nrecords over two (2) years old. Prior to the start of an audit, Innovative Tech\npersonnel must sign a non-disclosure agreement to be provided by Landis & Gyr.\nDuring the audit, Innovative Tech personnel shall be provided reasonable access\nto both Landis & Gyr's records and personnel.\n\n5  ENHANCEMENTS AND TRAINING\n\n     5.1  The Enhancements include, but are not limited to functionality that is\ncurrently found in Landis & Gyr's DOS VISONIK(R) MMS product. Innovative Tech\nand Landis & Gyr will mutually agree to the Specification Document. \n\n        5.2     Innovative Tech shall be responsible for accomplishing the\nEnhancements effort. During the Enhancements effort, Landis & Gyr shall provide\nInnovative Tech with a reasonable level of technical support.\n\n        5.3     During the Enhancements effort and upon reasonable notice,\nInnovative Tech shall send at least one (1) of its training personnel to Landis\n& Gyr's office in Zug, Switzerland to present training classes on the Software\nas detailed in Exhibit A herein. Landis & Gyr shall be responsible for\nproviding adequate classroom space and the required equipment. Innovative Tech\nshall provide training personnel knowledgeable in the Software. The training\ndates and length of training shall be as mutually agreed between the parties.\nLandis & Gyr shall reimburse Innovative Tech for out of pocket expenses,\nincluding but not limited to air fare, lodging and meal expenses for Innovative\nTech's personnel attending such training sessions.\n\n\n6       ACCEPTANCE\n\n        6.1     Enhancements shall be considered complete when the Software\nexecutives in accordance with the Specification Document. The parties will\njointly cooperate to create a Specification Document. The scheduled date for\ncompletion of the Enhancements shall be September 30, 1996.\n\n        6.2     Upon receipt of the Software, including any enhanced Software,\nLandis & Gyr shall evaluate whether such Software executes in accordance with\nthe Specification Document. Landis & Gyr shall accept or reject such Software,\nin writing, within twenty (20) business days after receipt of such software\n(\"the Acceptance Period\"). If Landis & Gyr fails to a accept or reject such\nSoftware in writing within the Acceptance Period, the Software shall be deemed\nto be accepted by Landis & Gyr. If Landis & Gyr rejects any software within the\nAcceptance period, Landis & Gyr shall identify in writing and in detail the\nbasis for the rejection.\n\n        6.3     If the Software is deemed unacceptable to Landis & Gyr in\naccordance herewith, Innovative Tech shall exercise its best efforts to correct\nall non-conformities and to redeliver the corrected Software to Landis & Gyr\nwithin thirty (30) business days of a rejection in conformance with this\nAgreement.\n\n        6.4     Upon acceptance of the Software, Landis & Gyr shall provide\nInnovative Tech with a written Acceptance Certification in the form attached\nhereto as Exhibit C. If Landis & Gyr does not reject the Software in writing\nwithin the Acceptance Period, Landis & Gyr shall provide Innovative Tech with a\nwritten Acceptance Certification for the Software upon written request by\nInnovative Tech.\n\n        6.5     In the event that Innovative Tech fails, during Enhancements,\nto deliver the Software to Landis & Gyr which executes in accordance with the\nSpecification Document, after three (3) attempts to correct the same non\nconformity, Landis & Gyr may at its option terminate this Agreement. In the\nevent of any such election to terminate, Landis & Gyr shall have no right to\nuse or retain, and shall return to Innovative Tech, all Software and\nDeliverables defined in Paragraph 8.1 hereof, and\/or portions thereof\n(including any and all copies).\n \n\n7  END USERS\n\nLandis & Gyr agrees to take all reasonable steps to enforce the provisions of\neach End User License. In the event Innovative Tech requests legal action be\ninitiated against any End User for breach of the End User License, and Landis & Gyr declines to initiate or continue such action, Landis & Gyr shall, upon\nInnovative Tech's request, and at Innovative Tech's expense, take all steps\ndeemed necessary as mutually agreed by Innovative Tech and Landis & Gyr to\npermit Innovative Tech to initiate and\/or prosecute the action including,\nwithout limitation, to assign the cause of action to Innovative Tech or permit\nInnovative Tech to prosecute the action.\n\n8 DOCUMENTATION AND TRANSLATION\n\n     8.1  Deliverables\n\n     Innovative Tech shall deliver to Landis & Gyr all Documentation for the\nSoftware, including subsequent documents and revisions, in human readable form\nand one (1) set of Documentation in the format specified in 8.5 below.\n\n     8.2  Reference Materials for End User Licenses\n\n     Innovative Tech shall produce End User reference materials describing how\nEnd User shall use the Software. All End User Software and user manuals shall be\nshipped by Innovative Tech to Landis & Gyr for distribution to the End User.\nLandis & Gyr shall be responsible for all shipping costs, customs fees or any\nother costs associated with the shipment of the Software to Landis & Gyr,\nincluding any costs resulting from Landis & Gyr directed changes to End User\nreference materials.\n\n\n     8.3  Reproduction of Promotional Material\n\n     Landis & Gyr shall translate promotional material, in whole or in part,\ninto languages other than English. Innovative Tech hereby grants Landis & Gyr\nthe right to modify and\/or reproduce promotional material and to use such\nmaterial to further Landis & Gyr's marketing efforts. Innovative Tech shall\nreview and approve any Landis & Gyr generated changes to Innovative Tech's\nmaterials. The right of approval shall be for a period of fifteen (15) working\ndays, and if Landis & Gyr has not received a written response within fifteen\n(15) working days, the revised materials shall be deemed acceptable. Landis & Gyr shall be responsible for all charges associated with Landis & Gyr directed\nchanges to promotional material or packaging.\n\n     8.4  Translation of Documentation and Software\n\n     Landis & Gyr shall translate at its own costs all Documentation and\nSoftware, in whole or in part, into languages other than English. Landis & Gyr\nshall provide all translations in electronics version so that Innovative Tech\nmay proceed with documentation production.\n\n     8.5  Documentation Specifications\n\n          8.5.1  Innovative Tech shall provide a complete list of documents as\nspecified in Exhibit F.\n\n\n     8.5.2  Landis & Gyr shall be provided document files in Microsoft Word\nformat, Version 6.0 or later as applicable.\n\n9  NON-DISCLOSURE\n\n     By virtue of this Agreement, each party may have access to information of\nthe other party which is considered confidential and proprietary. For\nconvenience, all such information will be called \"Confidential Information.\"\n\n     Confidential Information shall include the source code, source code\nmaterials, and all other information, documentation, designs, concepts,\ninventions, trade secrets, know-how, private processes, customer lists or other\nmaterials provided by either party in written or other tangible form and clearly\nmarked as proprietary or confidential. Notwithstanding the foregoing,\nConfidential Information shall not include information which a) is at the time\nof disclosure to the receiving party in the public domain or subsequently\nbecomes part of the public domain without a breach of its confidentiality\nobligations hereunder by the receiving party; b) was in the receiving party's\nlawful possession prior to the disclosure and had not been subject to\nlimitations on disclosure; c) is lawfully disclosed to the receiving party by a\nthird party without any obligation of secrecy to the disclosing party, of which\nthe receiving party is aware.\n\n     The parties agree, both during the term of this Agreement and for a period\nof five (5) years after termination or expiration of this Agreement for any\nreason, that all Confidential Information owned or legally controlled or used by\none party and disclosed to the other party shall remain solely the property of\nthe disclosing party (and shall thereafter remain solely the property of the\ndisclosing party), and its confidentiality shall be maintained and protected\nby the other party with the same effort used to protect its own confidential\ninformation. Except to the extent required by this Agreement, both parties agree\nnot to duplicate in any manner the other's Confidential Information for any\npurpose other than the implementation of this Agreement.\n\n     In the event that one of the parties, or anyone to whom Confidential\nInformation is disclosed pursuant to this Agreement is or becomes legally\nrequired or compelled to disclose any of the Confidential Information, such\nparty shall provide the other party with prompt notice so that such other party\nmay seek a protective order or other appropriate remedy and\/or waive compliance\nwith the provisions of this Paragraph. In the event that such protective order\nor other remedy is not sought or obtained or in the event that the other party\nwaives compliance with the provisions of this Paragraph, the compelled party\nwill furnish only that portion of the Confidential Information which it is\nlegally required to disclose and will seek to obtain reliable assurance that\nconfidential treatment will be accorded the Confidential Information.\n\n     During the term of this Agreement it is not the intent of Landis & Gyr to\nindependently develop or acquire software within the Computer Integrated\nFacilities Management (CIFM) industry which is functionally similar to the\nSoftware. In the event Landis & Gyr does elect to develop its own software or to\nobtain software through the undertaking of an agreement with a third party,\nLandis & Gyr shall notify Innovative Tech at the inception of its decision to\ndevelop or acquire similar software and Innovative Tech shall then have the\nright, to be exercised by written notice to Landis & Gyr within ninety (90) days\nfrom the receipt of such notice, to terminate this\n\nAgreement in which event all marketing and distribution license prices shall\ncontinue as provided in this Agreement, but the parties shall otherwise treat\nthis Agreement and handle existing customers in the same manner as described\nunder Paragraph 14.1 and 14.6\n\n     Results of benchmark tests may not be disclosed unless Innovative Tech\nconsents to such disclosure in writing.\n\n     Nothing provided in this Agreement shall prohibit Innovative Tech from\nselling any End User any products of Innovative Tech.\n\n     Landis & Gyr and Innovative Tech shall not disclose the terms and\nconditions of this Agreement; provided however, that either party may disclose\nsuch terms and conditions (a) when required by law, and (b) to its professional\nadvisors and financial professionals. For news release or public announcements\nregarding this Agreement, each party shall obtain consent from the other party\nprior to publication. Such consent shall not be unreasonably withheld.\n\n     Landis & Gyr and Innovative Tech acknowledge that money damages would not\nbe a sufficient remedy for any breach of this Agreement and that the other\nparty shall be entitled to specific performance and injunctive relief as\nremedies for any such breach in addition to all other remedies at law or equity.\n\n10   MAINTENANCE AND SUPPORT\n\n     10.1  During the term of this Agreement, Landis & Gyr shall provide the\nfirst line of support to End Users and this shall consist of the following:\n\n           (a) Entering into software maintenance contracts with Landis & Gyr's\nEnd Users.\n\n           (b) Taking all initial support calls from Landis & Gyr's End Users.\n\n           (c) Consolidating problems\/errors in the Software and providing same\nto Innovative Tech.\n\n           (d) Providing all Revisions, patches and work-arounds to End Users\nwhich shall be provided in advance by Innovative Tech.\n\n           (e) Providing Updates (i.e. Revisions, Releases and Versions) to End\nUsers under maintenance contract with Landis & Gyr.\n\n           (f) Where Updates (i.e. Revisions, Releases and Versions) are made\navailable as separately purchasable items, selling Updates to existing End\nUsers. Under this scenario, End Users will not necessarily be under a\nmaintenance contract.\n\n     10.2  Upon the issuance of a new Version, Landis & Gyr will be invoiced by\nInnovative Tech a license price of 200.00 USD (two hundred) for each\nDemonstration License as per 3.6 above.\n\n        10.3    End User Program Errors shall be handled as follows:\n\n                10.3.1  Upon Innovative Tech's receipt of an error reported by\nan End User to Landis & Gyr's designated technical contact, and which cannot be\nhandled under paragraph 10.1 above, Innovative Tech shall take corrective\naction so as to remedy the reported problems within the time schedule outlined\nin 10.3.2\n\n                10.3.2  Innovative Tech shall respond to all requests for\nservice made by Landis & Gyr within four (4) hours following Landis & Gyr's\nfirst call to Innovative Tech help-line, and Innovative Tech and Landis & Gyr\nshall cooperate in the identification, verification and possible resolution of\nproblems with the Software. For any \"Critical Error\" reported by Landis & Gyr,\nInnovative Tech shall either correct such Critical Error or supply Landis & Gyr\nwith a satisfactory work-around within five (5) business days. In any event,\nall Critical Errors shall be corrected within ten (10) business days following\nLandis & Gyr's first call to the Innovative Tech Help Line. For any\n\"Non-Critical Error\" reported by Landis & Gyr, Innovative Tech shall correct\nsuch Non-Critical Error in the future releases of such module. A \"Critical\nError\" shall mean any Error which materially interferes with the normal use and\noperation of the Software. A \"Non-Critical Error\" shall mean any Error other\nthan a critical error.\n\n        10.4    It is intended that Landis & Gyr and Innovative Tech will work\nwithin the framework of the Maintenance and Support guidelines. In the event\nthat an exceptional circumstance arises, the parties will discuss the\ncircumstances and mutually agree on the correct course of action to take.\nExceptions may include, but not be limited to, impossibility of Innovative Tech\nto perform, severe impact on one of Landis & Gyr's major customers or potential\nsales, or availability of a more efficient approach.\n\n        10.5    Innovative Tech agrees to provide support, in addition to that\nspecified herein, based upon Landis & Gyr's request, in a expeditious manner,\nand at charges to be paid by Landis & Gyr which shall not exceed those\nInnovative Tech charges its customers for similar services.\n\n        10.6    Landis & Gyr agrees to pay to Innovative Tech an annual\nmaintenance and support fee of seventeen (17) percent of the cumulative license\nprices paid in accordance with Exhibit A. This fee will be applied to cover\nlabor costs incurred by Innovative Tech for performing second line support and\nfor providing product Updates to End Users at no additional charge. The\nmaintenance and support fee shall be payable on every anniversary date of this\nAgreement.\n\n\n11      WARRANTY        \n\n        Innovative Tech warrants for a period of ninety (90) days from\nacceptance by Landis & Gyr of the Software listed in Exhibit A that the\nSoftware, when properly installed and used by Landis & Gyr and End Users, will\nconform with the Specification Document in effect at the time the Software is\naccepted by Landis & Gyr. This warranty shall be solely for the benefit of\nLandis & Gyr, but shall be in addition to the warranty provided by Innovative\nTech to End User Licenses as set forth in the End User License Agreements in\nExhibit B.\n\n\n12   PATENT OR COPYRIGHT INFRINGEMENT AND INDEMNITY\n\n     12.1  Innovative Tech will defend, indemnify and hold harmless Landis & Gyr\nagainst a claim that the Software was created in part by violation of the\nprotected trade secret of another or infringe a patent or copyright and will pay\nresulting costs, damages and attorney's fees provided that:\n\n     (a)  Landis & Gyr notifies Innovative Tech within thirty (30) days of the\nclaim;\n\n     (b)  Landis & Gyr cooperates with Innovative Tech in the defense; and\n\n     (c)  Innovative Tech has sole control of the defense and all related\nsettlement negotiations.\n\n     12.2  If such claim occurs, or in Innovative Tech's opinion is likely to\noccur, Landis & Gyr agrees to permit Innovative Tech, at its option and expense,\neither to procure for Landis & Gyr the right to continue using the Software or\nto replace or modify same so that it becomes noninfringing.\n\n     12.3  Innovative Tech shall have no obligation to defend Landis & Gyr or\npay costs, damages or attorneys' fees for any claim based upon use of other than\na current, unaltered Release of the Software if such infringement would have\nbeen avoided by the use of a current, unaltered Release of the Software. Should\nsuch infringement occur, Innovative Tech shall only be obliged to remedy the\ninfringing Software by replacing at their own costs the older Release with the\ncurrent Release. Innovative Tech shall have no obligation to defend Landis & Gyr or pay costs, damages or attorneys' fees for any claim which results from\nnegligence or breach of this Agreement by Landis & Gyr. The concept of\n\"comparative negligence\" shall be used to allocate the parties liability based\non their relative responsibility for any infringement claim.\n        \n     12.4  Innovative Tech represents and warrants it is not aware the Software\nwas created in part by violation of the protected trade secret of another or\nthat the Software infringes any patent or copyright.\n\n13   TERM\n\n     This Agreement and the rights and obligations of the parties shall be valid\nfor a period of Seven (7) years, unless terminated under the provisions of\nParagraph 14 herein. Provided, however, that the provisions of Paragraph 9 shall\nsurvive. The Agreement will continue on an annual basis thereafter unless One\nHundred and Twenty (120) days notice is given to terminate this Agreement by\neither party prior to the annual renewal. All notices shall be given in\naccordance with Paragraph 18.1.\n\n14   TERMINATION\n\n14.1  Upon termination of this Agreement, the parties shall create and\nimplement a phase-out plan which will facilitate continued service to End\nUsers. During the phase-out period Landis & Gyr and Innovative Tech shall draft\na mutually \n\nagreed letter that describes the phase-out plan and Landis & Gyr shall notify\nthe existing End Users of the Software of the mutually agreed phase-out plan.\nThe End User Licenses existing at the time of termination of this Agreement\nshall continue without limitation as stated in the End User License Agreement\nin Exhibit B.\n\n     14.2  Mutual Consent - This Agreement may be terminated at any time by\nwritten agreement executed by both parties.\n\n     14.3  Breach - If either party shall be in material breach of its\nobligations herein and shall have failed or been unable to remedy such breach\nwithin thirty (30) days after receipt of written notice from the other party\nspecifying such breach, said other party may terminate this Agreement by giving\nwritten notice of termination, effective upon the date of its sending. If\nLandis & Gyr fails to remedy any breach on its part occurring during 1996\nwithin such thirty (30) day period, Landis & Gyr shall immediately pay to\nInnovative Tech all non-refundable fees dues for the balance of Fiscal Year\n1996, as described on Exhibit A. If one party fails to remedy a breach on its\npart during the balance of the term after 1996, the other party shall be\nentitled to pursue all legal or equitable remedies.\n\n     14.4  Bankruptcy - If a receiver is appointed over the whole or part of\nthe assets of either party, or if any petition is filed by or against either\nparty initiating any bankruptcy reorganization proceeding or if either party\nmakes an assignment for the benefit of creditors, or if any order is made or\nresolution is adopted for the dissolution of either party (unless such order or\nresolution is part of a scheme or recapitalization, merger or consolidation)\nthen such party shall immediately notify the other party of such event, and the\nother party may terminate this Agreement by written notice thereof, effective\nupon the date of its sending.\n\n     14.5  In the event of Innovative Tech becoming insolvent, or by its own\ndecision ceases to do business, or if Innovative Tech decides to stop marketing\nand\/or support of the Software, Innovative Tech shall deliver to Landis & Gyr\nthe current version of the Software Source Code as described in the Escrow\nAgreement, Exhibit E herein, and any and all documentation related to such\nSource Code (including without limitation, all programmers materials and\nnotes). If any of the events in the preceding sentence occur, Landis & Gyr\nshall also have a continuing right to use the Source Code in order to license\nand support the Software to Landis & Gyr's customers, in its original form or\nas modified by Landis & Gyr, provided that Landis & Gyr pays to Innovative Tech\nor the bankruptcy court or trustee, as applicable, the license prices set forth\nas follows: The license price for the first year shall be 30% of List Price,\nthe second year shall be 25% of List Price, and each year thereafter shall be\n20% of List Price.\n\n     14.6  In the event Landis & Gyr elects to develop software or enter into\na similar agreement which is functionally similar to this Agreement as\ndescribed in Paragraph 9 hereof, Innovative Tech shall be entitled to terminate\nthis Agreement as described in Paragraph 9 hereof.\n\n     14.7  Upon termination of this Agreement, or at the end of its term,\nLandis & Gyr shall return to Innovative Tech or destroy any demonstration or\nunpaid Software and all copies and portions thereof, in any form whatsoever,\nincluding \n\ndrawings, writings, prints, documents and all materials, and shall erase from\nall computer, electronic, or other storage devices or otherwise destroy all\nimages or copies of the Software and all portions thereof except as required to\nprovide continuing support of the then current End Users.\n\n15   LIABILITY\n\n     THE WARRANTIES AND REPRESENTATIONS SET FORTH IN THIS AGREEMENT ARE IN LIEU\nOF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, THE\nWARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). NEITHER\nPARTY SHALL HAVE ANY LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS\nAGREEMENT FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES EVEN IF\nIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\n\n     Innovative Tech and Landis & Gyr agree that Innovative Tech's liability\nshall be limited to actual direct damages proven by Landis & Gyr, not in excess\nof the total amount of license prices, maintenance and support fees and other\nremuneration paid and payable by Landis & Gyr to Innovative Tech under this\nAgreement.\n\n16   TERRITORY\n\n     Landis & Gyr shall be granted by this Agreement the non exclusive right to\nmarket and distribute the Software in the territories identified in Exhibit D.\n\n17   SOURCE CODE ESCROW\n\n     Innovative Tech has placed a copy of the Software's Source Code into escrow\nsubject to the terms of an Escrow Agreement by and between Landis & Gyr,\nInnovative Tech and the Escrow Agent, which document shall govern the\nmaintenance and release of such Source Code. Innovative Tech agrees to update,\nenhance, or otherwise modify such escrowed Source Code promptly upon its release\nof a new version of the Software. A true and correct copy of the Escrow\nAgreement is set forth in Exhibit E.\n\n18   MISCELLANEOUS\n\n     18.1  All notices, requests and demands given to or made upon the parties\nhereto shall, except as otherwise specified herein, be in writing and may be\npersonally delivered, certified mailed or faxed to the party at its address as\nfollows:\n\n\nIn the case of Innovative Tech:         In the case of Landis & Gyr:\n_______________________________         ____________________________\n\nInnovative Tech Systems, Inc.           Landis & Gyr (Europe) Corp.\n444 Jacksonville Road, Suite 200        Gubelstrasse 22\nWarminster, Pennsylvania 18974, USA     CH-6301 Zug, Switzerland\nAttention:      Brad Chambers           Attention:      Dr. Gaetano D'Emma\nPhone:          +1 215 441 5600         Phone:          +41 41 724 5577\nFax:            +1 215 441 5733         Fax:            +41 41 724 5618\n\n        Any party may, by notice hereunder to all parties, designate a changed\naddress for such party. Any notice, if mailed, properly addressed, postage\nprepaid, registered or certified mail, return receipt or any fax with the\nproper date, shall be deemed received.\n\n        18.2    The various headings in this Agreement are inserted for\nconvenience only and shall not affect the meaning or interpretation of this\nAgreement or any Paragraph or provision hereof. References in this Agreement to\nany Paragraph are to the applicable Paragraph of this Agreement.\n\n        18.3    All covenants, stipulations and promises in this Agreement\nshall be binding upon and inure to the benefit of the parties hereto and their\nrespective successors, and legal representatives. Neither party shall have the\nright to assign or otherwise transfer this Agreement or any rights or\nobligations hereunder without the express written consent of the other, such\nconsent not to be unreasonably withheld.\n\n        18.4    Each party hereby agrees to indemnify, defend and hold harmless\nthe other from and against any and all claim, damage, cost, loss or expense,\nincluding reasonable attorney's fees which may arise, directly or indirectly,\nfrom any breach by the indemnifying party of any covenant, representation or\nwarranty on the part of such party set forth in this Agreement.\n\n        18.5    This Agreement shall be construed under the law of the\nCommonwealth of Pennsylvania. Further, the parties hereto agree that in\nconnection with any litigation brought under or in connection with this\nAgreement, the sole jurisdiction and venue shall be in the United States\nFederal Court for the Eastern District of Pennsylvania in Philadelphia,\nPennsylvania.\n\n        18.6    Wherever possible, each provision of this Agreement and each\nrelated document shall be interpreted in such a manner as to be effective and\nvalid under applicable law. However, if any provision of this Agreement or any\nrelated document shall be prohibited by or invalid under applicable law, such\nprovision shall be ineffective only to the extent of such prohibition or\ninvalidity without invalidating the remainder of such provision or the\nremaining provisions of this Agreement or such related document.\n\n        18.7    No failure on the part of either party to exercise any right,\npower or privilege under this Agreement, or under any instrument executed\npursuant hereto, shall operate as a waiver. No single or partial exercise of any\nright, power or privilege shall preclude any other, or further exercise of any\nother right, power or privilege. All rights and remedies granted herein shall be\nin addition to other rights and remedies to \n\nwhich the parties may be entitled at law or in equity. No waiver of any of the\nprovisions hereof shall be effective unless in writing and signed by the party\ncharged with such waiver. No waiver shall be deemed a continuing waiver, or a\nwaiver in respect of any breach or default whether similar or different in\nnature unless expressly so stated in writing.\n\n     18.8  This Agreement cannot be, and shall not be deemed or construed to\nhave been, modified, amended, rescinded, canceled or waived, in whole or in\npart, except by a written instrument signed by the parties hereto.\n\n     18.9  Any dispute arising out of this Agreement or Amendments hereto which\ncannot be settled by Innovative Tech and Landis & Gyr through friendly\nnegotiations shall be settled, at the option of either party by arbitration.\nThe arbitration shall be conducted under the rules and jurisdiction of the\nAmerican Arbitration Association in Philadelphia, Pennsylvania.\n\n     If arbitration is chosen to settle the dispute, the arbitration shall be\nconducted by three arbitrators who are knowledgeable in the subject matter of\nthis Agreement. Innovative Tech and Landis & Gyr shall each choose one\narbitrator and the two arbitrators shall choose a third arbitrator. The third\narbitrator shall be an active attorney knowledgeable in the applicable laws of\ncontract, rules of evidence and rules of procedure. Should the two arbitrators\nfail to agree upon a third arbitrator, the third arbitrator shall be chosen by\nthe American Arbitration Association. The arbitration shall be conducted in\naccordance with the rules of the American Arbitration Association, except as \nmodified herein. The decision of the arbitration panel shall be final and\nbinding, and the award so rendered shall be entered in any court having\njurisdiction thereof. In the event of arbitration or litigation under or\narising out of this Agreement, the prevailing party in such arbitration or\nlitigation shall be awarded reasonable attorneys' fees incurred in connection\nwith such arbitration or litigation, including all matters related to such\ndispute.\n        \n     Pending final disposition of any dispute under this Agreement, Innovative\nTech shall, at the option of Landis & Gyr, proceed diligently with the\nperformance of this Agreement.\n\n     18.10  This Agreement supersedes all other quotations, proposals, prior\nagreements or representations, oral or written and all other communications\nbetween the parties related to the subject matter of this Agreement.\n\n     18.11  Neither party shall be liable for any failure to perform or observe\nany of its obligations under this Agreement for as long as and to the extent\nthat such performance is prevented or hindered by any circumstances beyond its\nreasonable control. By way of example and not limitation, such causes may\ninclude acts of God or public enemies; labor disputes; acts of local, state, or\nnational governments or public agencies; utility or communications failure;\nfire; flood; epidemics; riots; or strikes. The time for performance of any\nright or obligation delays by such events will be postponed for a period equal\nto the delay. The party wishing to claim relief by reason of any such\ncircumstances shall notify the other party in writing without delay on the\nintervention and on the cessation thereof.\n        \n\n     18.12  This Agreement may be executed in two counterparts, each and all of\nwhich shall be deemed to be an original and all of which shall constitute\ntogether one and the same Agreement. Each and every person named a party hereto\nmay execute this Agreement by signing any such counterpart. Both parties\nacknowledge that they have read this Agreement, understand it, and agree to be\nbound by its terms and conditions.\n\n     18.13  This Agreement shall be effective retroactively as per 1st of\nFebruary, 1996.\n\nIN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO BE DULY\nEXECUTED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.\n\nLANDIS & GYR (EUROPE) CORP.             INNOVATIVE TECH SYSTEMS, INC.\n\nDate:  4 April 1996                     Date:  4-11-96\n     ------------------------                ------------------------\n\nBy: \/s\/ sig illegible                   By: \/s\/ William M. Thompson\n   --------------------------              --------------------------\n\nTitle:  Vice-President                  Title:  CEO\n        Commercial Building Services\n\nBy: \/s\/ sig illegible                   By:\n   --------------------------              --------------------------\n        \nTitle:  Product Development Manager     Title:\n        Building Management Tools             -----------------------\n\n\n                                 EXHIBIT A\n\n                LICENSE PRICE SCHEDULE AND ADDITIONAL TERMS\n\nStandard License Software Pricing: (All pricing quoted herein is in US Dollars)\n\nA.   SPAN-FM Windows Workgroup:                            $5,000 Per License\n\n          SPAN-FM Maintenance Manager\n\n          SPAN-FM Materials Management\n\n          SPAN-FM Asset Management\n\n          SPAN-FM Lease Management\n\n          SPAN-FM Project Budgeting\n\n          SPAN-FM Space Analysis\n\n          SPAN-FM Winstack\n\nB.   SPAN-FM Cable Management Windows Workgroup            $9,500 Per License\n\n          SPAN-FM Maintenance Manager\n\n          SPAN-FM Materials Management\n\n          SPAN-FM Asset Management\n\n          SPAN-FM Cable Management\n\n          SPAN-FM Lease Management\n\n          SPAN-FM Project Budgeting\n\n          SPAN-FM Space Analysis\n\n          SPAN-FM Winstack\n\nC.   SPAN-FM CAD Integrator                                $3,500 Per License\n\nFor informational purposes, our current Software license prices are described\nherein above.\n\n        The Annual Revenue Commitment as discussed below is a non-refundable fee\nthat Landis & Gyr will remit to Innovative Tech Systems, Inc. as described in\nthe payment schedule listed herein. This Agreement will commence in February of\n1996 and shall continue for the term outlined in Paragraph 13, or until\nterminated by either of the parties. The Agreement may be extended upon mutual\nconsent of the parties.\n\n        The agreed upon breakdown of the Annual Revenue Commitment for Fiscal\n1996 is as follows:\n\nYEAR ONE - FISCAL 1996 (FEBRUARY TO SEPTEMBER 1996)\n\n        Landis & Gyr will pay to Innovative Tech Systems, Inc. a non-refundable\nfee of 420,000.00 USD (four hundred twenty thousand) for the following:\n\n1       300,000.00 USD (three hundred thousand) for the Enhancements.\n\n2       60,000 USD (sixty thousand) for 10 weeks of product training for Landis\n& Gyr's personnel. This training will provide Landis & Gyr personnel with the\nrequired product and market knowledge to ensure success.\n\n3       60,000 USD (sixty thousand) for 12 weeks of consultative services from\nInnovative Tech to Landis & Gyr. This will include, but is not limited to\nSpecification Document, marketplace consulting services, and database\nconversions.\n\n4       Payment Schedule\n\n        (a)     300,000.00 USD as described in 1 above to be paid as follows:\n\n                1       150,000.00 USD - Upon signing Agreement\n                2       90,000.00 USD - Due May 31, 1996\n                3       60,000.00 USD - Due August 31, 1996\n\n        (b)     60,000.00 USD as described in 2 above to be paid as follows:\n\n                1       30,000.00 USD - Upon signing Agreement\n                2       30,000.00 USD - Due August 31, 1996\n\n        (c)     60,000.00 USD as described in 3 above to be paid as follows:\n\n                1       30,000.00 USD - Upon signing Agreement\n                2       30,000.00 USD - Due August 31, 1996\n\n        Landis & Gyr will retain 60% (sixty percent) of the agreed upon list\nprice as a marketing and distribution license price on all Software that is\nsold by Landis & Gyr in the territory as set forth in Exhibit D. The marketing\nand distribution license price will be based on an agreed upon product price\nlist for each individual country or region. Once the product price list for\neach country has been determined, a fixed unit cost in US dollars will be\nassigned for each End User License of SPAN-FM.\n\n        Landis & Gyr's input will be required in, but not limited to the \nfollowing areas: Specification Document, alpha and beta product testing,        \nproduct certification, and long term product development.\n        \n        By utilizing the SPAN-FM Property Portfolio, Landis & Gyr will be able \nto share data between the SPAN-FM Product Suite and the Consumption Control\nproduct. A joint Specification Document will be created to path the integration\nof these products. The level of effort for this integration shall be applied\nagainst the Fiscal 1996 budget for consulting services.\n\n        Innovative Tech will work with Landis & Gyr to develop conversion \nroutines that will allow data currently residing in the VISONIK(R) MMS product\nto be converted to SPAN-FM.\n\nYEARS TWO THROUGH SEVEN - FISCAL 1997 THROUGH FISCAL 2002\n\n        In years two through seven, Landis & Gyr will retain 60% of the agreed\nupon list price as a marketing and distribution license price on all Software \nthat is sold by Landis & Gyr.\n\nADDITIONAL TERMS\n\n1       The fee for additional consulting services for 1996 shall be 1,000.00\n        USD\/day (one thousand).\n\n2       The fee for additional training services for 1996 shall be 1,200.00 USD\n        \/day (one thousand two hundred).\n\n3       The fee for additional programming services for 1996 shall be 1,000.00\n        USD\/day (one thousand).\n\n4       Landis & Gyr shall be responsible for all out-of-pocket expenses \n        including, air fare, lodging, meals and other related reasonable and \n        verifiable expenses.\n\n5       Landis & Gyr shall be responsible for all shipping costs, custom fees,\n        duties or other related expenses or taxes required for the shipment of\n        Software or other Documentation or materials.\n\n6       Landis & Gyr will be responsible for all costs associated with language\n        conversion with respect to Software, Documentation and promotional or\n        marketing literature.\n\n7       Based on the Specification Document, additional resources may be \n        required by Landis & Gyr, and these resources may be purchased from \n        Innovative Tech in Fiscal 1996 and thereafter at the license prices \n        described above.\n\n8       Innovative Tech reserves the right to adjust the fees for consulting,\n        programming, training and annual maintenance at the beginning of each\n        calendar year beginning in 1997; provided, however, that Innovative Tech\n        provides Landis & Gyr with a ninety (90) day notice of any fee increase.\n\n                                   EXHIBIT B\n\n                           END USER LICENSE AGREEMENT\n\n                               (Attached hereto)\n\n                       SPAN-FM SOFTWARE LICENSE AGREEMENT\n\nIn consideration of the payment of a licensing fee paid by you when obtaining\nthis package, Innovative Tech Systems, Inc. (INNOVATIVE TECH) grants you (USER)\na nontransferable and nonexclusive license to use this software, including any\nassociated manuals or other documentation (together referred to herein as\nSOFTWARE), under the following terms and conditions:\n\n1.  USER acknowledges that INNOVATIVE TECH holds all proprietary rights,\nincluding copyright and trade secret, in the SOFTWARE and that neither title,\nownership, nor any rights other than the right to use the SOFTWARE as specified\nherein shall pass to the USER.\n\n2.  USER may make one backup copy of the software for archival purposes only.\nUSER may only use the SOFTWARE on one microcomputer at a single time. USER may\nnot make additional copies of the SOFTWARE or disclose or otherwise make\navailable the SOFTWARE, in whole or in part, in any form to any third party.\nUSER may not modify, reverse engineer, decompile, or create derivative works\nbased upon the SOFTWARE.\n\n3.  INNOVATIVE TECH warrants to the USER that the medium upon which the SOFTWARE\nis recorded is free from defects in materials and workmanship and that the\nsoftware, under normal use with the compatible hardware identified in the\nsoftware manual, will operate in conformance with the descriptions in the\nassociated manual. INNOVATIVE TECH'S LIABILITY AND THE USER'S SOLE REMEDY WITH\nRESPECT TO THIS WARRANTY SHALL BE LIMITED TO THE CORRECTION OR REPLACEMENT OF\nTHE DEFECTIVE MEDIUM, WITHOUT ADDITIONAL CHARGE, FOR A PERIOD OF NINETY DAYS\nFROM THE DATE OF USER LICENSING THE SOFTWARE. NO OTHER WARRANTIES, EXPRESS OR\nIMPLIED, SHALL APPLY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF\nMERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL\nINNOVATIVE TECH BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING\nFROM OR IN CONNECTION WITH THE USE OF THE SOFTWARE. (SOME JURISDICTIONS DO NOT\nALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR\nINCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO ALL\nUSERS.)\n\n4.  This Agreement, the license granted herein, and the SOFTWARE itself may not\nbe assigned or transferred by the USER to any other party without the prior\nwritten consent of INNOVATIVE TECH.\n\n5.  This Agreement is effective from the date on which you break the seal on\nthe package and shall remain in effect until or unless terminates by INNOVATIVE\nTECH as provided herein. INNOVATIVE TECH may terminate this license if USER\nfails to comply with any of the terms and conditions of the Agreement. Upon\ntermination as specified herein, USER shall promptly certify that the original\nand any copies, in any form, of the SOFTWARE have been destroyed or returned to\nINNOVATIVE TECH.\n\n6.  This Agreement constitutes the entire agreement and understanding between\nINNOVATIVE TECH and the USER concerning the subject matter hereof. Any\nrepresentation, promise, modification, or amendment to this Agreement shall not\nbe binding upon either party unless in writing and signed on behalf of each duly\nauthorized representative. If any of the provisions, or portions thereof, of\nthis Agreement are found to be invalid by any court of competent jurisdiction,\nthe remaining provision shall continue to be valid and enforceable.\n\n*SPAN-FM IS A PRODUCT OF:     INNOVATIVE TECH SYSTEMS, INC.\n                              444 JACKSONVILLE ROAD, SUITE 200\n                              WARMINSTER, PA 18974\n                              (215) 441-5600\n\n                                   EXHIBIT C\n\n                            ACCEPTANCE CERTIFICATION\n\nLandis & Gyr hereby gives notice to Innovative Tech pursuant to Section 6.4 of\nthe Agreement that the Software identified in Exhibit A for delivery on\n______________ has been received and evaluated by Landis & Gyr and that such\nSoftware is hereby accepted by Landis & Gyr.\n\nThe accepted Software is identified with particularity below:\n\n________________________________________________________________________________\n________________________________________________________________________________\n________________________________________________________________________________\n________________________________________________________________________________\n________________________________________________________________________________\n________________________________________________________________________________\n________________________________________________________________________________\n________________________\n\n\nLANDIS & GYR (EUROPE) CORP.\n\n\nDate:_______________________\n\n\nBy:_________________________\n\nTitle:______________________\n\n\nBy:_________________________\n\nTitle:______________________\n\n                                   EXHIBIT D\n\n                             TERRITORY DESIGNATION\n\n\nIn accordance with Paragraph 16 of this Agreement, Innovative Tech grants to\nLandis & Gyr the non-exclusive right to market and distribute the Software in\nthe territories identified below.\n\nThe limitation on marketing and distribution rights shall be restricted to the\n\"Region Europe\" of Landis & Gyr, i.e. Europe, Eastern Europe, Africa, Near,\nMiddle and Central East Asia.\n\n                                   EXHIBIT E\n\n                                ESCROW AGREEMENT\n\n                               (Attached Hereto)\n\n                                ESCROW AGREEMENT\n\n        THIS AGREEMENT is made this 4th day of April, 1996, by and among ARCHER\n& GREINER, a law firm with an address at 1 Centennial Square, Haddonfield, New\nJersey 08033 (\"Escrow Agent\"), INNOVATIVE TECH SYSTEMS, INC., (\"Innovative\nTech\") with its principal place of business at 444 Jacksonville Road, Suite\n200, Warminster, Pennsylvania 18974 and LANDIS & GYR (EUROPE) CORP., with its\nprincipal place of business located at Gubelstrasse 22, CH-6301, Zug,\nSwitzerland (\"Landis & Gyr\").\n\n        Intending to be legally bound, Escrow Agent, Landis & Gyr, and\nInnovative Tech hereby agree as follows:\n\n1       As used herein, the following have the indicated meaning:\n\n        \"Code\" means the source code for the Software, including all revisions,\nimprovements, enhancements, or updates so that all times the source code\ncorresponds with the Software in use by Landis & Gyr.\n\n        \"Code Copy\" means a copy of the Code.\n\n        \"Mail\" means registered or certified mail, return receipt requested,\npostage prepaid.\n\n        \"Mailing Date\" means the date Escrow Agent sends Innovative Tech notice\nby Mail that a request for Code Copy has been made by Landis & Gyr.\n\n        \"Software\" means the computer software product developed by Innovative\nTech that is the subject of the Strategic Marketing Agreement.\n\n2       (a)     Innovative Tech hereby deposits as its own costs with Escrow\nAgent in escrow two Code Copies, receipt of which is acknowledged by Escrow\nAgent. The Software is a trade secret and confidential information of\nInnovative Tech. Escrow Agent shall not distribute or copy the Code Copies\nother than as expressly permitted by this Agreement or at the written direction\nof Innovative Tech.\n\n        (b)     Escrow Agent shall not accept deposits of any documentation,\nassets, or moneys other than as expressly specified by this Agreement.\n\n3       Escrow Agent shall use reasonable care to assure that the Code Copies\nare not damaged or destroyed. Escrow Agent need not provide any climatic\ncontrols for the Code Copies.\n\n4       If the Code is revised, Innovative Tech shall promptly deliver to\nEscrow Agent two revised Code Copies and Escrow Agent shall return to\nInnovative Tech the Code Copies previously deposited.\n\n5       Landis & Gyr shall be entitled to a Code Copy in the event of\nInnovative Tech becoming insolvent, or by its own decision ceases to do\nbusiness, or if Innovative Tech decides to stop marketing and\/or support of the\nSoftware. In the event that Landis & Gyr requests Escrow Agent to deliver a\nCode Copy to it for any reason, Escrow Agent shall notify Innovative Tech by\nMail within five (5) days following\n\nreceipt of such written request. If Innovative Tech does not object by notice\nto Escrow Agent within ten (10) days of the Mailing Date, Escrow Agent shall\ndeliver a Code Copy to Landis & Gyr. Escrow Agent shall at all times retain one\nCode Copy in its possession. In the event Escrow Agent delivers a Code Copy to\nLandis & Gyr pursuant to this Agreement, Escrow Agent shall request a\nreplacement Code Copy from Innovative Tech, and Innovative Tech shall promptly\ndeliver such replacement.\n\n6       (a)     In the event that Innovative Tech notifies Escrow Agent by Mail\nwithin ten (10) days of the Mailing Date that it objects to Escrow Agent's\ndelivery of a Code Copy to Landis & Gyr, Escrow Agent shall not deliver such\nCode Copy to Landis & Gyr until (i) a final and binding arbitration award, as\ndescribed, in Section 6(b), is entered authorizing Landis & Gyr to receive a\nCode Copy or (ii) Innovative Tech withdraws its objection in writing.\n\n        (b)     If Innovative Tech disputes the existence of any of the\nconditions listed in Section 5 above upon which Landis & Gyr shall be entitled\nto a Code Copy, then Landis & Gyr and Innovative Tech shall submit to the\njurisdiction of the American Arbitration Association (the \"Association\") to\nresolve the dispute promptly and shall be prepared to commence a hearing before\na Board of Arbitrators (the \"Board\") in Philadelphia, Pennsylvania within five\n(5) business days after delivery of Innovative Tech's objection to the Escrow\nAgent. The Board shall consist of three (3) members of the Association, one (1)\nof which shall be chosen by each party and one (1) of which shall be chosen by\nthe two (2) arbitrators chosen by the parties. The sole question before the\nBoard shall be whether or not there existed, at the time Landis & Gyr requested\nEscrow Agent to deliver a Code Copy to it pursuant to Section 5 above, one or\nmore of the conditions specified in Section 5. Each party shall have two (2)\nhours to present the reasons which justify its position. After each party has\npresented its position, each party shall have an additional one (1) hour for\nrebuttal or responding. The parties agree that the Board shall have either\nauthority to grant injunctive or other equitable relief and that the decision\nof the Board shall be final and binding and shall be immediately delivered to\nLandis & Gyr and Innovative Tech. If the Board finds that none of the\nconditions specified in Section 5 above existed at the time of Landis & Gyr's\nrequest to Escrow Agent, and that accordingly such request was not properly\ngiven by Landis & Gyr, then Escrow Agent shall not deliver a Code Copy to\nLandis & Gyr. All fees and charges by the Association shall be split equally\nbetween them. The provisions for arbitration described above shall represent\nthe exclusive means for resolving a dispute arising from a request for delivery\nof a Code Copy pursuant to Section 5, but shall not preclude either party from\ninstituting a legal action against the other party for performance of any other\nobligations under this Agreement.\n\n7       Landis & Gyr and Innovative Tech agree that the Code and any Code Copy\ndelivered to Landis & Gyr under the provisions of this Agreement shall\nconstitute confidential information of Innovative Tech and no proprietary\nrights thereto shall be transferred to Landis & Gyr by this Agreement or by the\ndelivery of any Code Copy to Landis & Gyr pursuant to this Agreement except as\nexpressly provided herein. Landis & Gyr shall not make any disclosure of any\nsuch confidential information to anyone except employees of Landis & Gyr or\nthird parties subject to Landis & Gyr's control, which third parties shall be\ndeemed to include any vendor performing outsourcing of facilities management\nfunctions for Landis & Gyr; Landis & Gyr shall\n\nmake such disclosure only when reasonably necessary for the use and maintenance\nof Landis & Gyr's facilities management system. Landis & Gyr shall\nappropriately notify each such employee or third party to whom such disclosure\nis made of the confidential and proprietary nature of such confidential\ninformation, shall use reasonable efforts to ensure that the employees or third\nparty maintains and protects the confidentiality of the disclosed information,\nand shall enter into a confidentiality agreement with each third party\nconfirming the confidentiality restrictions set forth herein. Landis & Gyr \nagrees that these obligations will survive any termination of this Agreement,\nIn the event that the Code and any Code Copy is delivered to Landis & Gyr under\nthe provisions of this Agreement, then Landis & Gyr's license for the Software\nshall immediately be amended to authorize Landis & Gyr or any vendor performing\noutsourcing or facilities management functions for Landis & Gyr to develop \nderivative works from or modify the Software and to reproduce and distribute \nthe same internally.\n        \n8       Escrow Agent may resign its duties hereunder upon not less than thirty\n(30) days notice; in which case, Innovative Tech shall agree upon the identity\nof a successor Escrow Agent, subject to the consent of Landis & Gyr, which\nconsent shall not be unreasonably withheld. Upon notice to Escrow Agent and\nLandis & Gyr of the identity of the successor Escrow Agent, Escrow Agent shall\ndeliver the Code Copies to its successor on the effective date of its\nresignation. If Innovative Tech has failed to designate a successor Escrow \nAgent acceptable to Landis & Gyr before the effective date of the Escrow\nAgent's resignation, Escrow Agent may, by notice to Innovative Tech and Landis\n& Gyr, designate the successor Escrow Agent and deliver the Code Copies to such\nsuccessor on the effective date of the resignation. Any successor Escrow Agent\nshall be bound by the terms of this Agreement.\n\n9       (a)  Each of Innovative Tech and Landis & Gyr, jointly and severally,\nagrees to absolutely and irrevocably remise, release, and forever discharge\nEscrow Agent from any and all actions, suits, payments, liabilities, claims and\ndemands relating in any way to the performance of its duties hereunder except\nfor such actions based on claims caused solely by the willful misconduct or\nnegligence of Escrow Agent.\n\n        (b)  Each of Innovative Tech and Landis & Gyr, jointly and severally,\nagrees to indemnify and hold harmless the Escrow Agent in respect of any\nliability for taxes imposed on the Escrow Agent (other than taxes imposed on the\nincome of Escrow Agent) relating to the assets held by Escrow Agent pursuant to\nthis Agreement.\n\n10      Each party shall promptly notify all other parties by Mail of any\nchange in its address listed above. Any correspondence or notifications to\nsuch party pursuant to this Agreement shall thereafter be sent to such new\naddress by Mail.\n\n11      This Agreement shall commence on the date hereof and shall terminate\nupon one of the following conditions: mutual agreement between the Escrow Agent,\nInnovative Tech and Landis & Gyr, upon delivery of the Source Code to Landis & Gyr, or when the Strategic Marketing Agreement is terminated.\n\n12      This Agreement and the rights and obligations hereunder shall be\nconstrued in accordance with and governed by the laws of the Commonwealth of \nPennsylvania.\n\n13  This Agreement constitutes the entire understanding between parties hereto\nand the parties shall not be bound by any agreements, understandings or\nconditions respecting the subject matter hereof other than those expressly set\nforth and stipulated in the Agreement.\n\n14  This Agreement shall bind and inure to the benefit of the parties hereto\nand their respective successors and assigns.\n\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the\nday and year first above written.\n\n\n\nDate:   4-11-96\n    ----------------------------\n\n\nARCHER & GREINER\n\nBy: \n    ----------------------------\n\n\nINNOVATIVE TECH SYSTEMS, INC.\n\nBy:    \/s\/ sig illegible\n    ----------------------------\n\n\nLANDIS & GYR (EUROPE) CORP.\n\n\nDate:  4 April 1996\n    ----------------------------\n\n\nBy:   \/s\/ sig illegible\n    ----------------------------\n\nTitle :  Vice-President\n         Commercial Building Services\n\n\n\nBy:  \/s\/ sig illegible\n    ----------------------------\n\nTitle:   Product Development Manager\n         Building Management Tools\n\n\n                                   EXHIBIT F\n\n                                 DOCUMENTATION\n\n\n\nInstallation manual\n\nUser manual\n\nApplication guides\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7861],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9613,9619],"class_list":["post-42849","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-innovative-tech-systems-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42849","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=42849"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42849"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42849"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42849"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}