Assignment of Copyright And License of Patents And Trademarks

PATENTS AND TRADE MARKS


1.


PARTIES 1.1. The parties to this agreement are


1.1.1. METROLINK (PROPRIETARY) LIMITED


1.1.2 NET 1 PRODUCTS (PROPRIETARY) LIMITED


1.2. The parties agree as set out below.


2.


INTERPRETATION


2.1. In this agreement, unless inconsistent with or otherwise
indicated by the context:


2.1.1. any reference to the singular includes the plural
and vice versa;


2.1.2. any reference to natural persons includes legal
persons and vice versa;


2.1.3. any reference to a gender includes the other
genders.


2.1.4. "copyrighted works" means the UEPS consisting of
programmes and program modules currently written for the
smart cards and the Crouzet MoneteI P500 terminal;
details of the said programmes and program modules which
provide functions as listed in Appendix 1 hereto;


2.1.5. "effective date" means the 1st OCTOBER 1990;


2.1.6. "FTMs" means Funds Transfer Machines which customers
will access with their personalised smart cards in order
to utilise the UEPS and carry out certain transactions
thereon; ASSIGNMENT OF COPYRIGHT PAGE 2 - --------------------------------------------------------------------------------


2.1.7. "Metrolink System" means the switching and settlement
system developed by or on behalf of the purchaser,
necessary to operate the UEPS, detailed further in
Appendix 2;


2.1.8. "Metrolink System Documentation" means:


2.1.8.1. the set of documents, printout
specifications, file specifications and all
manuals which collectively contain a
complete description and definition of all
operating conditions of the Metrolink
System;


2.1.8.2. all source code listings of the programmes
and program modules making up the Metrolink
System (including the most current) being,
or to be, used by the PURCHASER in the
language in which they are written, in such
detail as to enable NET 1 to operate,
maintain and modify the Metrolink System;


2.1.8.3. operating manuals and user guides;


2.1.9. "NET 1" means NET 1 PRODUCTS (PROPRIETARY)
LIMITED, a company incorporated with limited
liability in the Republic of South Africa under
company number 89/05779/07 c/o Deloitte Pim
Goldby, First Floor, Willis Faber House, 21 Girton
Road, Parktown, herein represented by Messrs A P
Mansvelt and S C P Belamant, in their capacities
as directors, they being duly authorised hereto in
terms of a resolution of the directors of NET 1, a
copy of which is Appendix B hereto;


2.1.10. "Perm" means the Perm division of Nedperm Bank Limited,
a company incorporated in accordance with the laws of
the Republic of South Africa, of Perm Park, Press
Avenue, Selby Extension 15; ASSIGNMENT OF COPYRIGHT PAGE 3 - --------------------------------------------------------------------------------


2.1.11. "POS devices" means the Point of Sale devices which will
be utilised by retail outlets to allow customers to
transact the purchase and sale of goods or services at
such outlets by means of the use of smart cards;


2.1.12. "PURCHASER" means METROLINK (PROPRIETARY) LIMITED, a
company incorporated with limited liability in the
Republic of South Africa under company number
89/07337/07 and c/o Deloitte Pim Goldby, First Floor,
Willis Faber House, 21 Girton Road, Parktown, herein
represented by Mr P C Hibbit he being duly authorised
hereto in terms of a resolution of the directors of
METROLINK, a copy of which is Appendix "A" hereto, and
includes METROLINK's successors in title, assigns or
nominees;


2.1.13. "shareholder" means a person who holds one or more
shares in a company;


2.1.14. "smart card" means the customer card which when utilised
in conjunction with the copyrighted works will allow
customer access to the UEPS.


2.1.15. "system documentation" means -


2.1.15.1. the set of documents, printout
specifications, file specifications and all
manuals which collectively contain a
complete description and definition of all
operating conditions of the copyrighted
works;


2.1.15.2. all source code listings of the copyrighted
works (including the most current) being, or
to be, used by the PURCHASER, in the
language in which they are written, in such
detail as to enable the ASSIGNMENT OF COPYRIGHT PAGE 4 - --------------------------------------------------------------------------------


PURCHASER to operate, maintain and modify
the copyrighted works;


2.1.15.3. operating manuals and user guides;


2.1.16. "territory" means the Republic, Namibia, Botswana,
Lesotho, Swaziland, Mozambique and Zimbabwe;


2.1.17. "the/this agreement" means this agreement together with
any schedules and appendices hereto;


2.1.18. "the republic," means the Republic of South Africa as
constituted on 31 May 1961;


2.1.19. "UEPS" means the Universal Electronic Payment System
designed by NET 1 and described and detailed in the NET
1 manual entitled "Universal Electronic Payment System"
and including functions listed in Appendix 1.


2.2. Where appropriate, meanings ascribed to defined words and
expressions in 2.1 above, shall impose substantive obligations on
the parties.


2.3. The clause headings in this agreement have been inserted for
convenience only and shall not be taken into account in its
interpretation.


2.4. Words and expressions defined in any sub-clause shall, for the
purposes of the clause of which that sub-clause forms part, bear the
meaning assigned to such words and expressions in that sub-clause.


2.5. This agreement shall be governed by and construed and interpreted in
accordance with the law of the Republic of South Africa. ASSIGNMENT OF COPYRIGHT PAGE 5 - --------------------------------------------------------------------------------


3.


INTRODUCTION


3.1. NET 1 is the owner of the copyrighted works and the PURCHASER is to
become the owner of the copyrighted works in the territory and NET 1
is to retain ownership of the copyright in the copyrighted works
outside the territory. The PURCHASER is the owner of the copyright
in the works making up the Metrolink System and is to retain such
ownership within the territory whereas NET 1 is to become owner of
the Metrolink System outside the territory.


3.2. NET 1 has made application to register a trade mark NET 1 Logo in
classes 9 and 16 of the Trade Marks Classification in various
countries in the territory. A schedule of such trade marks is
annexed marked Appendix 3.


3.3. NET 1 has made application to register Patent No 89/7607 and Patent
No 90/7106 covering novel aspects of the UEPS in South Africa.


3.4. The parties agree that ownership of South African Patent No 89/7607
and Patent No 90/7106 and the trade mark NET 1 Logo shall vest in
NET 1 and that the PURCHASER will use these items of intellectual
property in the territory under licence from NET 1.


3.5. NET 1 has concluded agreements with third parties for the supply of
smart cards, POS Devices and FTMs necessary for the implementation
and use of the system. NET 1 confirms that it will pass on to the
PURCHASER the rights acquired from such third parties to use such
smart cards, POS Devices and FTMs in implementing and using the
system.


3.6. The PERM is a shareholder of the PURCHASER. ASSIGNMENT OF COPYRIGHT PAGE 6 - --------------------------------------------------------------------------------


4.


ASSIGNMENT OF COPYRIGHT


4.1. Subject to the provisions of this agreement NET 1 hereby assigns to
the PURCHASER all its rights, including all rights of copyright, in
and to the copyrighted works within the territory and the PURCHASER
hereby becomes the owner thereof.


4.2. Subject to the provisions of this agreement the PURCHASER hereby
assigns to NET 1 all its rights, including all rights of copyright
in and to the Metrolink System and all works embodied therein in all
countries of the world outside the territory and NET 1 hereby
becomes the owner thereof.


4.3. This agreement shall be deemed to have commenced or taken effect
upon the effective date.


4.4. Within 90 days after the signature of this agreement, and
provided that payment of the sum of R3.5m (THREE AND A HALF
MILLION RAND) referred to in clause 7 shall have been paid,
NET 1 shall deliver the final system documentation to the
PURCHASER. The PURCHASER shall do its utmost to preserve the
security and confidentiality of system documentation. The
period of 90 days referred to in this clause may be extended
by agreement the between the parties.


4.5. Within 6 (six) months of the effective date of this agreement,
the PURCHASER shall deliver the Metrolink System documentation
to NET 1 and NET 1 undertakes within the territory not to
provide copies of, nor to disclose, to any third party, the
Metrolink System documentation without the prior written
consent of the PURCHASER. NET 1 shall do its utmost to
preserve the confidentiality of the Metrolink System
documentation. The period of 6 (six) months referred to in
this clause may be extended by agreement between the parties. ASSIGNMENT OF COPYRIGHT PAGE 7 - --------------------------------------------------------------------------------


4.6. Upon signature of this agreement NET 1 shall place the system
documentation as approved by the PURCHASER in the possession
of NET 1's auditors, Messrs Deloitte Pim Goldby, and shall
cause such auditors to hold the system documentation in trust
on their behalf pending the payment of the purchase
consideration by the PURCHASER in terms of clause 7 hereof.
NET 1 hereby authorises and directs NET 1's auditors to
deliver the system documentation to the PURCHASER immediately
upon NET 1 receiving payment of the purchase consideration in
terms of clause 7 hereof. NET 1 shall cause NET 1's auditors
to confirm to the PURCHASER that they hold the system
documentation in accordance with the provisions of this
sub-clause, as soon as such auditors shall have received the
system documentation.


5.


LICENCE OF TRADE MARK


5.1. NET 1 hereby grants to the PURCHASER a licence to use the trade mark
NET 1 Logo in classes 9 and 16 of the Trade Marks Classification in
the territory in relation to goods forming part of the copyrighted
works.


5.2. The parties will enter into a registered user agreement in a form
normally used by NET 1's attorneys for the purposes of recording
licensees.


5.3. The PURCHASER agrees to join NET 1 in making application to the
proper authority for the registration of the PURCHASER as the
registered user of the trade mark and undertakes to execute such
documents as may be necessary for that purpose.


5.4. The PURCHASER will not in any way represent that it has any rights
of any nature in the trade mark or in any registrations thereof and
all use of the trade mark will enure to the benefit of NET 1. ASSIGNMENT OF COPYRIGHT PAGE 8 - --------------------------------------------------------------------------------


5.5. The PURCHASER will not register the trade mark, or any part of it,
or any trade mark which is deceptively or confusingly similar to the
trade mark as part of its company name or the name of any subsidiary
company or company with which it is associated either directly or
indirectly and if it does so, it will procure that such company name
is changed on demand by NET 1.


5.6. The PURCHASER has the right to use the NET 1 logo trade mark on all
smart cards and devices certified for use in the UEPS and used in
conjunction with the copyrighted works and when using the trade
mark, the PURCHASER will cause it to be reproduced exactly and
accurately and in accordance with specifications and directions laid
down by NET 1 from time to time.


5.7. The PURCHASER acknowledges that NET 1 is the owner of all rights of
whatever nature in the trade mark and that it has no claim of
whatever nature in and to the trade mark. The PURCHASER shall not at
any time attack or challenge the rights of NET 1 to the trade mark
or induce or procure any other person to attack or challenge such
rights:


5.8. The period of the trade mark licence shall be for the duration of
the use of the copyrighted works by the PURCHASER.


6.


PATENT LICENCE


6.1. Subject to the provisions of this agreement NET 1 hereby grants to
the PURCHASER an exclusive licence to use Patent No 89/7607 and
Patent No 90/7106 covering n ...