EXHIBIT 10.8
TERM SHEET
FOR
SOFTWARE LICENSING AGREEMENT
Parties
The parties to the Software Licensing Agreement shall be Spinco and Aetna.
Definitions
All capitalized terms used in this term sheet but not otherwise defined herein
shall have the meaning set forth in the Distribution Agreement, to which this
term sheet is an exhibit.
"Computer Software" shall mean the intellectual property set forth on Schedule
A to the Software Licensing Agreement (which shall include object code, source
code and all available documentation, execution and operating instructions).
Schedule A shall include proprietary Computer Software developed at Aetna or
Spinco or any of their respective Subsidiaries utilized in providing services
to the Aetna Group pursuant to the Ancillary Agreements.
Grant of License
Spinco will grant to Aetna a perpetual, royalty-free, non-exclusive, non-
transferable, irrevocable (except for Spinco's right to terminate in the event
of Aetna's breach, as described below) license to use, reproduce, display,
perform modify and create derivative works of the Computer Software, solely in
connection with the Aetna Business (the "License").
Ownership
Aetna shall own all modifications created by or for Aetna, subject to Spinco's
underlying rights.
Termination
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Spinco may terminate the License in the event of a material breach by Aetna
that has not been cured within thirty (30), or if substantial progress is being
made ninety (90), days of written notice by Spinco.
No Assignment, Sublicense or Transfer
The Software Licensing Agreement shall not be assigned, sublicensed or
transferred by either party, in whole or in part, to any third party,
including, without limitation, any bankruptcy trustee; provided that (i) Aetna
may sublicense its rights under the Software License Agreement to any Affiliate
of Aetna; and (ii) Aetna shall not be required to obtain consent of Spinco with
respect to a change of control of Aetna.
Obligations
Except as expressly set forth in the Transition Services Agreement, Spinco
shall have no obligation to modify, correct, or support in any way the Computer
Software.
Representations and Warranties
Each party will represent and warrant that it is duly organized, and has the
requisite power and authority to enter into the Software Licensing Agreement.
Spinco will represent and warrant that, to the best of its knowledge, as at the
date of the Software Licensing Agreement (i) it holds all right, title and
interest in and to all Computer Software, and (ii) the Computer Software does
not infringe the intellectual property rights of any third party.
The Computer Software will be licensed "as is" without warranty of any kind.
The entire risk of performance shall be borne by Aetna.
Indemnification
Aetna will indemnify and hold Spinco harmless from and against any liability
resulting from the use of the Computer Software, including any modifications or
derivative works thereof, following the Distribution Date.
The indemnity referred to in the preceding paragraph shall be in addition to and
shall not supercede the indemnities set forth in Article 4 of the Distribution
Agreement, provided that if Spinco determines that it is or may be entitled to
indemnification pursuant to the Software Licensing Agreement, the procedures set
forth in Sections 4.04 to 4.06 of the Distribution Agreement shall apply and,
for
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this purpose, Spinco shall be referred to as the Indemnified Party and Aetna
shall be referred to as the Indemnifying Party.
Governing Law
New York
Other Terms and Provisions
Other customary terms and conditions for an agreement of this type.
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