License Agreement

LICENSE AGREEMENT NUMBER PCC960096



This agreement and its attachments, which are hereby incorporated by this reference, ("Agreement") is entered into by and between PC411, Inc. ("PC411"), and International Business Machines Corporation ("IBM") and is made effective as of March 11, 1996. Now therefore, in consideration of the mutual provisions contained herein, PC411 and IBM (the "Parties") agree to the following terms and conditions.



1.0 PURPOSE The purpose of this Agreement is to set forth the terms and conditions pursuant to which PC411 shall license the "Program."



2.0 DEFINITIONS The singular and plural uses of the capitalized terms listed below will have the following meanings in this Agreement.



2.1 "PROGRAM" shall mean PC411's Program described in Attachment 1, "Program Description" that includes (a) statements or instructions that are in the form of machine readable programming code that is executable by a computer without intervening steps such as compilation or assembly and that are intended to bring about a certain result in the operation of a computer ("Program Object Code"), (b) all supporting documentation ("Documentation"), including but not limited to all end user documents and materials that will assist IBM in the use of the Program, (c) translated national language versions of the Program as described in Attachment 1, (d) any additional work, compatibility or other requirements described in Attachment 1, and (e) all "Corrections" and "Enhancements."



2.2 "ENHANCEMENTS" shall mean changes or additions to the Program that improve function, add new function, or improve performance, including all translated national language versions of the Program that are not addressed in Attachment 1 and all new releases to the Program, except for "Corrections."



2.3 "ERROR" shall mean any patent or latent (a) mistake, problem or defect that causes an incorrect functioning or non-functioning of the Program, (b) incorrect or incomplete statement or diagram in Documentation that may cause an incorrect functioning or non-functioning of the Program, (c) compatibility problems, or (d) other mistake, problem or defect that causes the Program to not completely perform in the manner intended.



2.4 "CORRECTIONS" shall mean any modification or revision, other than Enhancements, to the Program that correct Errors.



2.5 "REGISTERED CUSTOMER" shall mean all IBM system unit end users who subscribe to PC411's online service via the Program preinstalled by IBM and remains registered with the service for ninety (90) days without cancellation.





3.0 TERM The term of this Agreement ("Term") shall be from March 1, 1996 to June 1, 1998, unless terminated sooner as set forth herein.



4.0 GRANT OF RIGHTS AND LICENSES For the sole purpose of pre-loading, marketing and servicing the Program on the hard drives of IBM Aptiva personal computers, PC411 grants to IBM, IBM subsidiaries, its and their successors, a worldwide, irrevocable, nonexclusive, royalty free, fully-paid-up right and license:



(a) to use, execute, preload, reproduce, copy, distribute copies of

(internally or externally), display and perform all, or any portion of

the Program, and such rights and licenses shall include all rights and

licenses in and to pictorial, graphic or audio/visual works, including

icons, screens, music, sound and characters, created as a result of

execution of the Program whether such pictorial, graphic or

audio/visual works are created by use of the Program or with other

programming or through other means;

(b) under any trade secret, patent application or patent owned or

licensable by PC411 to make, have made, use, have used, lease, sell or

otherwise transfer each Program either alone or in combination with

equipment or software or both;

(c) to use, in connection with the marketing of Program, the Program

name(s), trade names and trademark(s) used by PC411 to identify the

Program, including any portions thereof;

(d) to sublicense the Program to end users in connection with the

distribution and preloading of the Program on IBM Aptiva personal

computers under PC411's standard licensing agreement which is

contained in the Program; and





(e) to authorize others to do any of the foregoing for the purposes of

enabling IBM to exercise the rights and licenses hereunder.



The above grant of rights and licenses includes the right and license to distribute the Program in CD-ROM format either alone or with IBM or third party programs included on the same CD.



Notwithstanding any other provisions of this Agreement, PC411 shall have no right to use the trademarks, trade names, or product names of IBM or its subsidiaries directly or indirectly in connection with any product, promotion or publication without the prior written approval of IBM. It is understood and agreed by IBM that PC411 will issue a press release disclosing the existence of this Agreement. PC411 is required to obtain IBM's approval of any such press release, which approval shall not be unreasonable withheld. However, in no event shall such review by IBM hold IBM responsible for the contents for any such press release.





5.0 PC411'S RESPONSIBILITIES AND DELIVERABLES



5.1 PROGRAM DELIVERABLES. PC411 shall deliver to IBM three (3) complete sets of the Program in the following formats that are ready for mass reproduction:



(a) Program Object Code in 3.5" golden diskette media by March 1, 1996;

(b) Documentation in soft copy (ASCII format) and hard copy (camera ready

format) by March 1, 1996.



IBM shall have the right to review each complete set of the Program, however, such review shall be at IBM's sole discretion, and any reviews by IBM shall not be construed to make IBM responsible for the contents of the Program, and PC411 shall remain solely responsible for such contents.



5.2 COMPATIBILITY. The Program is compatible with personal computers employing a minimum configuration of Intel 486 and Pentium series microprocessors and Hayes compatible 14.4 and 28.8 baud modems running Windows 95, Windows 3.1 and Windows NT. PC411 agrees to comply with all testing requirements to ensure such compatibility and PC411 shall perform all Corrections and Enhancements and all other things necessary to ensure such compatibility in a timely manner. IBM agrees that if the IBM preloads the Program on Aptiva personal computers that the Program has been sufficiently tested and is compatible with IBM system units, peripherals and operating systems required by this section 5.2.



5.3 SUPPORT. During the Term and for a period of one (1) year after expiration or termination, PC411 shall provide to IBM (a) Corrections with all requirements set forth in subsection 5.1 as soon as the Corrections are available and in accordance with the "time is of the essence" parameters set forth below in this subsection, but in no event later than the general availability of such Corrections, and (b) PC411's normal complete service support of the Program that it makes available to its other customers, and shall also provide the following minimum service support:



(1) support IBM on all end user telephone calls regarding the Program; (2) support IBM regarding the determination of whether there is or is not an

Error in the Program; and (3) isolate all Errors in the Program, and promptly provide Corrections to IBM

in accordance with the "time is of the essence" parameters set forth below:



(a) for Errors that result in an emergency condition that causes critical

impact to an IBM schedule or that makes performance or continued

performance of any feature or function impossible or unpractical

("Severity Level 1 Error" or "SL1 Error"), PC411 shall use best

efforts to provide Corrections within 24 hours of the earlier of PC411

discovering the SL1 Error or being informed of the SL1 Error by IBM,

IBM subsidiaries or its or their distributors or end users.

(b) for Errors that significantly affects an IBM schedule or which makes

the performance or continued performance of any feature or function

difficult that cannot be circumvented or avoided on a temporary basis

by the end user ("Severity Level 2 Error" or "SL2 Error"), PC411 shall

use best efforts to provide Corrections within 5 calendar days

("Days") of the earlier of PC411 discovering the SL2 Error or being

informed of the SL2 Error by IBM, IBM subsidiaries, or its or their

distributors or end users.

(c) for Errors that are not critical in that performance can be continued

without difficulty or loss of data by easy circumvention or avoidance

by the end user ("Severity Level 3 Error or "SL3 Error"), PC411 shall

use best efforts to provide Corrections within 15 Days of the earlier

of PC411 discovering the SL3 Error or being informed of the SL3 Error

by IBM, IBM subsidiaries, or its or their distributors or end users.





(d) for Errors that are minor which can be easily avoided or circumvented

by the end user ("Severity Level 4 Error" or "SL4 Error"), PC411 shall

use best efforts to provide corrections within 45 Days of the earlier

of PC411 discovering the SL4 Error or being informed of the SL4 Error

by IBM, IBM subsidiaries, or its or their distributors or end users.



In addition to the foregoing, PC411 shall provide to IBM's end users free of charge, upon request by such end users, Corrections either electronically, via regular mail, or by other means in order to correct any SL1 or SL2 Errors.



5.4 ENHANCEMENTS. If PC411 develops Enhancements to the Program, PC411 shall provide said Enhancements to IBM with all requirements set forth in subsection 5.1 as soon as they are available, but before its general availability.



5.5 TRAINING. PC411 shall provide a one (1) Day training session to IBM, IBM subsidiaries and distributors at a location and date to be identified by IBM in support of the Program and each updated version thereof. Said training shall include but not be limited to instructions on the features, installation, use and/or marketing of the Program.
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