EXHIBIT 10.14
LICENSE AGREEMENT BETWEEN
INTACTA TECHNOLOGIES, INC.
AND
Intertek Testing Services International Ltd
This LICENSE AGREEMENT (the "Agreement") is entered into on this
30 day of June, 2000 (Effective Date)
by and between INTACTA TECHNOLOGIES,
INC.("ITI"), a Delaware corporation, with offices located at
235
Peachtree Street N.E. 2215 North Tower, Atlanta, GA 30303, USA, and Intertek
Testing Services
International Ltd. ("ITSI"), a U.K. registered
corporation, having its registered office at 25 Savile Row, London,
UK.
RECITALS
Whereas, ITI owns certain Patented and Proprietary Technology and has developed
Know-How (herein defined),
related to Compression, Encoding, Decoding,
Encryption and,
Whereas ITSI wishes to use these Technologies for printing data onto
certificates resulting from inspection and
testing undertaken on behalf of
governments to monitor imports, exports and transit trade and,
Whereas, ITSI wishes to obtain, and ITI wishes to grant to ITSI, a non-
exclusive, non-assignable and non-
transferable royalty license to use the
Licensed Technologies hereinafter described and,
NOW, THEREFORE, ITSI and ITI agree as follows:
-2-
1. Definition
As used in this
Agreement, the following terms shall have the meaning set forth below:
1.1 Licensed Technologies" are defined in
Appendix A as Technologies along with all Improvements except
for Improvements
provided by ITI subsequent to the expiration of the one (1) year warranty period
defined as expiring
on June 30,
2001. The Licensed Technology is called Intacta.Code, which is
defined in
Appendix A and includes:
* Intacta.Code (32-bit) DLL
* Intacta.Code (32-bit) API Documentation
* Intacta.Code Reader (Windows, 95,98
2000)
1.2 "Know-How" means all information and
data now possessed, owned, acquired or developed by ITI which
relates to the
design, engineering, development, manufacturing, or use of equipment for and
related to e-
commerce,
document management, compression, encoding, decoding, encryption technologies
and
communication
as of the Effective Date, or at any time during the term of this Agreement,
including
without
limitation:
(i) all information, data and experience of ITI
relating to the development, design, manufacture,
promotion,marketing and
sale of systems and components designed to compress, encode, decode
and encrypt XML
documents;
(ii) methods, algorithms and procedures
(and related test results and design data) for the design,
developmentor manufacture
of the components and systems used in the development of
software tools related
to the applications mentioned above;
(iii) methods, algorithms and procedures used
in the design, development, creation, modification,
manufacture,
production, processing, storage, testing and evaluation of the applications
mentioned above
including without limitation, all electronic testing and evaluation (and results
thereof) together
with all correspondence,
notes, memoranda, and other information or data
provided to, or
received from
all testing,
troubleshooting, evaluation or certification entities,
organizations,
individuals or governmental authorities.
-3-
1.3 "Improvements" means and includes all
modifications and improvements of any kind (whether or
not patentable or
commercially
useable) to the Patented and Proprietary Technology, Information
or Know-How
related to the Technologies and
Products.
1.4 "Products" means products, which ITI
has developed, develops and will develop, including, but not
limited to the
Intacta.Code,
MobileCE, Bridgeway, Courier, etc., which may originate from the
Technologies
of compressing, encoding and decoding, encryption and transmission of files,
XML
documents, and
other documents.
1.5 "Proprietary Information" means,
whether in human or machine readable form, all Know-How,
documentation or
data, related to
document management, compression, encoding, decoding and
encryption of XML
documents, documents as well as
document communications using fax or e-
mail, provided to
ITSI by ITI, whether
orally or inwriting, now owned
or hereafter acquired, which
is marked with a
legend indicating that it is
confidential or which is orally designated
as confidential.
In the event ITSI
is unclear as to the proprietary nature of
any element of information
disclosed, ITI
shall, upon request,
confirm whether or not such information is
deemed confidential.
1.6. "Technologies" means in a general
manner the various product and software modules and applications
of ITI's Patented
and
Proprietary Technologies and Information, Know-How including Improvements.
1.7 "Licensed Product" means any ITSI
products incorporating in full or in part the Licensed Technologies
that is
not a Product as defined
in Paragraph 1.4.
1.8 "Intacta.Code" means a patented and
proprietary technology for creating a graphic form representing
binary
information on
paper and on CPUs.
1.9 "Subsidiaries" means all and any
corporations, companies or other entities, organized under the laws
of any nation,
more
than 50% of the shares of ownership of which are owned by one of the
parties
to
the Agreement.
-4-
2. Grant of License
2.1 Subject to the terms of this agreement, ITI
hereby grants ITSI a worldwide, non-exclusive license to use,
incorporate, market
and sell the Licensed Technologies, in full or in part in Licensed Products.
2.2 For a period of [*] from the Effective Date
of this Agreement, ITI agrees not to grant any new license to
any direct
competitor of ITSI as defined in Appendix B. ITSI understands that this [*]
period is subject to
continuing
successful completion of required business
development objectives listed in Appendix C.
2.3 ITSI agrees that, should it not meet any
target defined in Attachment C, the [*] protection provided by ITI
to ITSI
under Article 2.2 will be relinquished.
2.4 ITSI warrants that the Licensed Technology and
the Licensed Products will not be sold, either directly or
indirectly to
organizations outside of those involved in the inspection and testing undertaken
on behalf of
governments to
monitor imports, exports and transit trade.
2.5 Nothing contained in this Agreement shall be
construed as restricting ITSI's right to make Improvements
to the Licensed
Technology.
If such Improvements use or relate to the Licensed Technologies, then such
products
which may be derived
from the Licensed Products shall also be subject to the royalty payment
under
Section 5. ITSI agrees that
ITI shall exclusively own all such Improvements, patentable or
otherwise.
2.6 ITI is entitled to license its Technologies
[*], except as defined in Section 2.2.
2.7 Except as otherwise provided herein, ITSI shall
only make copies of the Licensed Technologies for the
purpose of
incorporating it
in its Licensed Products. Unauthorized copying of the Licensed
Technologies
and
Proprietary Information directly
or indirectly by ITSI or by any of its employees or independent
contractors,
will constitute a fundamental and
material breach of this Agreement.
* Confidential portion omitted pursuant to a request for confidential
treatment and filed separately with the Commission.
-5-
2.8 ITSI shall have an unrestricted right to make
copies of the Licensed Technologies for internal use, and
for use by ITSI
customers, for
the purposes of demonstration and evaluation as well as for including
it into
its own Licensed Products.
-6-
3. Transfer of Licensed
Technologies
3.1 ITI shall transfer to ITSI the Licensed
Technologies in the form of Intacta.Code DLL (defined as
"DLL" for
the purposes of this
section only) in accordance with the following schedule.
(i) Intacta.Code (32-bit) DLL
July 15, 2000
(ii) Intacta.Code (32-bit) API Documentation
July 15, 2000
(iii) Intacta.Code Reader (Windows 95,98,2000)
July 15, 2000
3.2 ITI shall provide ITSI with NREs (Non Recurring
Engineering) as defined in Appendix A to support
ITSI's pilot phase,
and
subsequent rollout to ITSI customers. Within six (6) weeks of receipt of the
deliverables listed
in Section 3.1, ITSI
will perform compatibility tests with hardware and software
specifically used
for integrating Licensed Product.
ITSI will provide to ITI an outline of all the tests
conducted and the
results
of those tests including a detailed
description of failures, if any, or any
inconsistencies in
performance.
4. Representations, Warranties and
Technical Support
4.1 ITI warrants and represents:
4.1.1 that it owns by itself through the work of its employees and
consultants the entire right, title and
interest in and to
the Licensed
Technologies worldwide which does not infringe on any third party's
patent
rights, mask work rights, copyrights,
utility models and/or other intellectual property rights;
4.1.2 that it has the right to enter into this Agreement;
4.1.3 that there are no liens, conveyances, mortgages, assignments,
encumbrances, or other agreements
which would prevent
or impair
the exercise of all rights granted to ITSI pursuant to this Agreement
and that
it has not and will not
enter into any agreements
-7-
which would
interfere with the licenses granted to ITSI during the full term of this
Agreement
except as to other
grants of
non-exclusive licenses to other licensees.
4.2 For the life of this Agreement, ITI shall
provide Software Maintenance Support to ITSI as defined
in Appendix D.
4.3 ITI agrees to provide ITSI with R&D support
at to help ITSI develop Licensed Products and/or
Modifications and
Improvements to
the Licensed Technologies as defined in Appendix A. ITSI
agrees that any
such Improvements or
Modifications to the Licensed Technologies will remain the
exclusive and sole
ownership of ITI.
5. Royalties
In full
consideration of the license granted and Licensed Technologies provided and
ITI's
expertise rendered
to ITSI by ITI herein,
ITSI shall pay to ITI the following royalties.
5.1 As consideration for the license grants
contained herein and subject to other conditions and terms
hereof, ITSI shall
pay to ITI a
per unit royalty of US$ [*] for each single use of Intacta.Code by ITSI
or by any
third party using ITSI' product or
solution offering that incorporates the Intacta.Code. A
single use is
defined as
each certificate that has
Intacta.Code printed as a readable and data accessible
format.
5.2 The terms hereof shall not be modified or
supplemented by any communication unless such
communication is in
writing, identified
as an amendment to this Agreement, and subsequently duly
signed by both
parties.
5.4. All taxes imposed as a result of the
existence of this License Agreement shall be borne and paid
by the party
required to comply
with such applicable tax laws.
5.5. ITSI shall provide ITI with reports it
requires for all Licensed Products, and Products which are
subject to Royalty
under this License Agreement. Within thirty (30) days of the end of each
calendar quarter
period, ITSI shall make a report
of the Licensed Products and the Products sold
and subject to
Royalty
statements. If Royalties are
payable to ITI, payment will be made within sixty
(60) days of the end
of the
calendar quarter.
* Confidential portion omitted pursuant to a request for confidential
treatment and filed separately with the Commission.
-8-
5.6. ITI shall have the right during normal business
hours, with respect to the sales of the Licensed Products
and Products, to
have
ITSI's records examined by independent chartered or certified accountants for
the purpose of
verifying such
Royalty statements. ITI shall provide notice in writing to a duly
authorized
representative of ITSI noless than fifteen
(15) business days prior to any such examination
of ITSI's records.
Such
examinations shall be limited to a maximum
of two (2) per year. One
examination near the
calendar year end, and one
examination near the conclusion of
Q2 business.
The costs of such
examinations shall be borne by ITI.
-9-
6. Confidentiality
6.1 ITSI and ITI agree that certain information
which either party may receive from the other party under
this Agreement will
be proprietary and confidential information of the disclosing party. Such
information
includes, but is not
limited to:
6.1.1 the fact that the disclosing party intends to develop or market
any particular hardware or software
products;
6.1.2 the designs, specifications, development schedule, pricing and
all other technical and business
information
concerning the
Licensed Products, the Products and any Improvements;
6.1.3 any non-public information concerning the business or finance
of the
disclosing party;
6.1.4 any other information the disclosure of which might harm or
destroy a competitive advantage
enjoyed by the
disclosing party
(all of the above 6.1.1 through 6.1.4 hereafter called Proprietary
and Confidential
Information).
6.2 The parties shall not disclose the Proprietary
and Confidential Information to any other person or
entity, other than
its own
employees, its Subsidiaries and sub-contractors and consultants who
participate
directly in the performance of the
receiving party's obligations under this License
Agreement and its
attorneys.
Subsequently, all employees, its
Subsidiaries and sub-contractors and
consultants who
participate in the
performance of the receiving party's
obligations must sign a
confidentiality
agreement, provided by ITI, prior to
performing services to ITSI's
obligations.
6.3 ITSI affirms and acknowledges that the
unauthorized disclosure of the Technologies, the
Licensed Technology
and privileged
commercial information provided by ITI pursuant to this
Agreement may cause
irreparable harm to ITI. ITSI affirms
and acknowledges that in the event of
a breach of this
Agreement by ITSI, ITI
will be entitled to seek appropriate and
available relief
under applicable
laws.
-10-
6.4 The parties hereto agree that they will keep
the terms and conditions of this Agreement confidential
and neither of the
parties shall
disclose its terms to any third party without the prior written consent of
the
other party except as required by federal
or state securities law or court order.
6.5 The obligations set forth in Sections 6.1
through 6.3 above shall not be applicable to any information
which:
6.5.1 the receiving party is authorized by the disclosing party
in writing to disclose, or
6.5.2 becomes public knowledge through no breach of this License
Agreement or the Development
Agreement which
enters into effect
at the same date as this License Agreement by the receiving
party, or
6.5.3 has been legally obtained from a bona fide third party, or
6.5.4 was in possession of the receiving party prior to the receipt
thereof, or
6.5.5 is required to be disclosed in the context of administrative
or judicial proceedings or otherwise
pursuant to
applicable laws or
regulations.
7. Indemnity
7.1 If Licensed Products and Products sold in
accordance with this Agreement, are alleged to infringe
or misappropriate
partially or totally any patent, copyright or intellectual property right
belonging to
a third party which
is not listed
in Appendix A hereto, and if the third party makes a claim or
institutes a
legal action or commences a
proceeding against ITSI because such infringement or
misappropriation is
caused
by the use of the Licensed
Technologies, ITSI shall promptly notify ITI
thereof.
Upon receipt of such
notice, ITI shall, at its own expense, promptly take over the defense of such
claim, action or
proceeding or may
pursue settlement with the third party or may require ITSI to
modify the design
of the Licensed Products to
avoid the infringement or
-11-
misappropriation,
provided that such modification preserves the essential functioning of the
Licensed
Products. ITI shall
bear all
charges, expenses, and liabilities incurred by ITSI, including, but not
limited
to, its attorneys' fees in connection with
any such allegation.
7.2 The maximum amount of liability for charges and
additional development fees that ITI shall bear,
shall not exceed
$100,000 in
total.
7.3 ITI shall not be liable or responsible for
indirect and incidental damages resulting from the application
or use of the
Licensed
Technologies by ITSI other than as indicated in Section 7.1 above, except
where
the Licensed Technologies fail to
perform as warranted.
8. Term
8.1 This Agreement shall become effective on its
Effective Date and shall remain in effect until December
31, 2001 subject to
the
requirements of Appendix C. If either party wishes to renew this agreement,
notice must be given
to the other at
least 6 months prior to the expiration of this Agreement. The
parties may then
by mutual consent renegotiate or renew
this Agreement for a period to be agreed.
9. Termination
9.1 Either party may terminate this Agreement by
giving written notice to the other party, in the event of a
breach or default
under this
Agreement and the party in default having failed to remedy such
breach or
default within
forty-five (45) days from
the date of a written notice given by the other party specifying
the nature of
the breach or default.
9.2 Either party may terminate this Agreement by
giving written notice in the event the other party should
become insolvent or
make an assignment for the benefit of its creditors or voluntarily file for or
be
placed in bankruptcy
written notice to
such other party and is not withdrawn within sixty (60) days
from the date of
filing.
-12-
9.3 Upon termination of this Agreement ITSI shall
pay all Royalties due to ITI with respect to all the
Licensed
Technologies,
Products, and Products sold and subject to the Royalty for which payment
has not
yet been made, within thirty (30)
days following the termination of this Agreement.
9.4 Upon the termination of this Agreement, ITSI
shall cease to use the Licensed Technologies and
Products, to
manufacture and
sell the Licensed Products and at ITSI's expense, return to ITI all
Licensed
Technologies Evaluation Software
and any other Confidential and Proprietary Information.
9.5 In the event, however, this Agreement is
terminated without a breach or default by ITSI, ITSI shall
have the right to
manufacture, to
have manufactured, use, lease, sell or otherwise dispose of the
Licensed ITI
Products, development of which
has been completed by ITSI before the
termination of this
Agreement, for the
full marketable lifetime
of such Licensed Products by paying the
Royalty as
described in Section 5.
9.7 No termination of this Agreement, by expiration
or otherwise, shall release either party from any of its
obligations
under Section 6.
-13-
10. Notices
All notices required
or permitted to be given hereunder (except for routine communications to be
addressed to the
persons in
charge of its subject business) shall be in writing and shall be valid and
sufficient if
dispatched by a reputable express
delivery service by air or registered airmail, and
addressed as
follows:
If to ITSI:
Intertek Testing Services International, Ltd.
25 Savile Row, London, UK
Attn. : Managing Director
If to ITI:
Intacta Technologies Inc.
235 Peachtree Street N.E.
2215 North Tower
Atlanta, GA 30303, USA
Attn.
Either party may
change its address by a notice given to the other party in the manner set forth
above.
Notices given as
herein
provided shall be considered to have been given seven (7) days after the
dispatch thereof.
-14-
11. Applicable Law
This Agreement shall
be governed by and construed in accordance with the laws, of the State of
Georgia, U.S.A.
12. Miscellaneous
12.1 The headings to Sections of this Agreement are to
facilitate reference only, do not form a part of this
Agreement, and shall
not
in any way affect the interpretation hereof.
12.2 This Agreement, and Appendices attached hereto and made a
part hereof, embody the entire
understanding of
the parties with
respect to the subject matter contained herein and shall supersede
all previous
communications, representations or
understandings, either oral or written, between the
parties relating to
the
subject matter hereof. No amendment or
modification of this Agreement shall be
valid or binding
upon the parties unless
signed by their respective, duly
authorized officers.
12.3 The parties hereto acknowledge and agree that each party
has participated in the drafting of this
Agreement and that
the rule of
construction to the effect that any ambiguities are to be resolved
against the
drafting part shall not be applied to the
interpretation of this Agreement. No inference in
favor of, or
against, any
party shall be drawn from the fact that
one party has drafted any portion
hereof.
12.4 This Agreement shall not be assignable by either party
without the prior written consent of the other
party.
12.5 No express or implied waiver by either party of any breach
of any terms and obligations of this
Agreement by the
other party shall be
construed as a waiver of any subsequent breach of said terms
and obligations or
any other terms and
obligations of this Agreement of the same or of a different nature.
-15-
12.6 If any term, clause, or provision of this Agreement shall
be judged to be invalid, the validity of any other
term, clause, or
provision, shall not be affected, and such invalid term, clause, or provision
shall be
deemed deleted
from this Agreement.
12.7 This Agreement sets forth the entire agreement and
understanding between the parties as to the subject
matter of this
Agreement
and merges all prior discussions and writings between the parties with
respect
to the contents of this Agreement.
12.8. This License Agreement precedes for any purpose of
interpretation, any other agreement that may
have been signed
between the
two parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly
authorized representatives on the day and year first above
written.
INTACTA TECHNOLOGIES, INC.
Intertek Testing Services International, Ltd.
By: /s/ Noel Bambrough
By: /s/ "Signature Illegible"
Title: Executive VP & COO
Title: IT Manager
Date: 6 July, 2000
Date: 3 July, 2000
-16-
APPENDIX "A"
LICENSED TECHNOLOGIES & PRICING
INTACTA.CODE LICENSE SCHEDULE:
|
INTACTA.CODE License |
List |
Description |
Payment Terms |
|
INTACTA.CODE SDK |
$ [**] |
*Intacta.Code DLL
*Intacta Reader (Windows)
*API Documentation
*80 hours NRE support |
$ [**] upon signing
$ [**] upon completion of MEXCO pilot* |
INTACTA.CODE
Software Maintenance |
$ [**] /year |
Software maintenance fees only apply to INTACTA.CODE SDK license.
|
Net 30 day invoice upon completion of MEXICO pilot. |
*ITSI may apply fee towards future NRE deployment services per
the term of this agreement.
INTACTA.CODE NRE SCHEDULE:
|
ITSI Deployment Schedule |
NRE Rate |
NRE Services |
Payment Terms |
|
MEXICO PILOT |
$0 |
1.Configuration & Integration w/ ITSI
2. Intacta.Code Author Configuration
3. Intacta.Code Reader Configuration
80hrs included with SDK License
*additional hours-time & materials |
Net 30 day invoice. |
|
Government Contract #1 |
$ [**] /hr |
1.Configuration & Integration w/ ITSI
2. Intacta.Code Author Configuration
3. Intacta.Code Reader Configuration
*work performed as time & materials |
Net 30 day invoice. |
|
Government Contract #2 |
$ [**] /hr |
-same as Government Contract #1 |
Net 30 day invoice. |
|
Government Contract #3 |
$ [**] /hr |
- same as Government Contract #1 |
Net 30 day invoice. |
|
Government Contract #4 |
$ [**] /hr |
- same as Government Contract #1 |
Net 30 day invoice. |
|
Government Contract #5 |
$ [**] /hr |
- same as Government Contract #1 |
Net 30 day invoice. |
|
Government Contract #6 |
$ [**] /hr |
- same as Government Contract #1 |
Net 30 day invoice. |
|
Government Contract #7 |
$ [**] /hr |
- same as Government Contract #1 |
Net 30 day invoice. |
|
Government Contract #8 |
$ [**] /hr |
- same as Government Contract #1 |
Net 30 day invoice. |
|
Government Contract #9 |
$ [**] /hr |
- same as Government Contract #1 |
Net 30 day invoice. |
|
Government Contract #10 |
$ [**] /hr |
- same as Government Contract #1 |
Net 30 day invoice. |
|
Government Contract #11 |
$ [**] /hr |
- same as Government Contract #1 |
Net 30 day invoice. |
*ITI NRE hourly rate is $ [**] /hr. Rates are subject to change,
however ITI will provide per written notification to ITSI prior to billing or
agreement to specified work orders. Billing rate does not include travel and
material expenses that may be required to complete specified work orders. Such
travel and material expenses would be presented to ITSI prior to starting any
specified work order.
** Confidential portion omitted pursuant to a request for confidential
treatment and filed separately with the Commission.
-17-
APPENDIX "B"
Intertek Testing Services Competitor
Definition
The following table represents companies, or their subsidiaries, as defined by
Intertek Testing Services International, as primary competitition to the ITSI.
ITI will not license Intacta.Code to these specified companies during the term
of this agreement for applications and or services as defined in this
agreement.
COMPANY
1. [*]
2. [*]
3. [*]
4. [*]
5. [*]
6. [*]
* Confidential portion omitted pursuant to a request for confidential
treatment and filed separately with the Commission.
-18-
APPENDIX "C"
BUSINESS DEVELOPMENT REQUIREMENTS SCHEDULE
Minimum Yearly and Quarterly requirements Intertek Testing Services has to meet
in order to maintain the rights to sell Licensed Products. Other quarterly
responsibilities will include, but not be limited to, providing ITI with
customer testimonials, case study write-ups, joint speaking events, and any ITI
marketing collateral featuring customer references.
|
DATE |
Business Development |
Marketing & PR |
2000
Q2
Q3
Q4 |
Q2
Q3-App Dev & Integration
Q4-Launch MEXICO Pilot* |
Q2
Q3-press release, press page feature*
Q4-2 press releases, press page feature* |
2001
Q1
Q2
Q3
Q4 |
Q1-Complete MEXICO*
1 installed contract
Q2-3 installed contracts*
Q3-3 installed contracts*
Q4-3 installed contracts* |
Q1-2 press releases, press page feature*
Q2-3 press releases, press page feature*
Q3-3 press releases, press page feature*
Q4-3 press releases, press page feature*
|
* Agreement renewal date-01/01/02
* Press page feature-Article and or, announcement on Intertek Testing
Services's www site, with mirrored article and or announcement on Intacta's
web site.
* Installed contract defined as completion of a Government contract site
installation, and or completion of a testing and pilot deployment stage per ITSI
Government contract.
-19-
APPENDIX "D"
SOFTWARE MAINTENANCE
ITI agrees to supply post-sale, Level 2 and 3 technical phone support to
Intertek Testing Services. ITI will provide Level 2 and 3 Software Support
Services via remote dial-in or phone. By this, the parties agree that ITI will
provide the following support to Intertek Testing Services:
1. Access to telephone technical assistance to ITI
support center for the reporting and alerting of problems and consultation
as necessary during normal
business
hours of ITI's support center in the USA.
2. Log and record all requests from Intertek
Testing Services for technical assistance in a manner, which will allow Intertek
Testing Services to track,
reported
problems and progress.
3. Provide remedial software support by providing a
patch or bypass solution to verified problems reported by Intertek
Testing Services.
4. Proprietary Code Protection. All proprietary
code previously developed or developed in the future by ITI shall remain
the
property of ITI. ITSII acknowledges this
proprietary code as such and will not
sell or copy this code to persons other
than those modifying this code
for ITSII
in-house application changes. ITI has on deposit with a third party, the source
code for all such proprietary
code. Access to the source code
or support of a person knowledgeable about the source
code will be provided for
the applicationsdescribed in this agreement to
ITSII at no additional cost in the event that ITI
ceases to do business.
5. Provide Intertek Testing Services with access
through its web site or other means acceptable to Intertek Testing
Services to
the following information.
6. Known bug database and diagnostic/
troubleshooting knowledge base for the duration of this Agreement.
7. FAQ (frequently asked questions).
8. Documentation updates.
9. Copies of any/all user documentation, technical
specifications and maintenance documents related to Licensed Software
as
defined in Appendix A.
10. Software and hardware compatibility information for
revision of Licensed Technologies and updates thereafter.
-20-
11. Support pricing:
11.1 For the
life of this agreement beginning with the Effective Date of this Agreement,
ITI will provide to Intertek Testing
Services Software Maintenance Support
for $ [*] per year.
11.2 Intertek
Testing Services agrees that ITI will not have to provide any support, under
this agreement, to any Intertek Testing
Services customers, resellers,
distributors and/or end-users. The responsibility to provide technical support
to such parties
lies exclusively with Intertek Testing
Services.
* Confidential portion omitted pursuant to a request for confidential
treatment and filed separately with the Commission.
