OEM License & Distribution Agreement

OEM AND LICENSE AGREEMENT





THIS AGREEMENT is made as of the 25th day of April 1996, by and between, Information Technologies of America, a division of Sony Electronics Inc., a Delaware, corporation having offices at 3300 Zanker Road, San Jose, California 95134 ("Sony") and PC411, Inc., a Delaware corporation, having of fices at 9800 La Cienega Boulevard, Suite 411, Inglewood, California, 90301 ("Licensor").



WITNESSETH:



WHEREAS, Licensor is in the business of developing, producing, distributing and selling computer programs throughout the world; and



WHEREAS, Sony wishes to license certain computer software programs distributed by Licensor for sale by Sony with its currently existing or later developed hardware products ("Hardware Products"), including a license to replicate, copy and license same to its customers ("Customers"), for use with such Hardware Products, and from time to time provide Sony with other software for sublicense to its Customers, as and if requested by Sony.



NOW, THEREFORE, in consideration of the terms and conditions of this Agreement and for other good an valuable consideration, the receipt and sufficiency of which is acknowledged by the signing and delivery hereof, the parties agree as follows:



1.0 GENERAL



The parties acknowledge that this Agreement generally contemplates:



(a) Licensor's delivery of the software programs listed on Exhibit A

attached hereto and made a part hereof with related installer files

(the "Programs") in object code form in accordance with the

Specifications set forth in Exhibit A. The delivery shall be done on

a Master Disk(s) suitable for replication so that Sony can copy the

Programs for inclusion in its Hardware Products;



(b) Sony's sale of the Programs as part of a bundle with a Hardware

Product and not as a standalone product. Notwithstanding any

provision of this Agreement, Sony shall be free to market and sell any

product, including without limitation, the Hardware Products, without

the Programs;



(c) Licensor's delivery of their standard user manual, as well as the User

Guide for the Programs in electronic format (collectively the

"Documentation") suitable for inclusion in Sony's end user

documentation and on-line help system. The Documentation will be

delivered in an electric format compatible with either Word 6.0 for

Windows or Adobe Acrobat, as designated by Sony;



(d) Provision to Sony from time to time of software programs other than

the Programs for sale with Hardware Products or other Sony Products by

adding other software programs to the Programs listing of Exhibit A by

written amendment(s) to this Agreement signed by the parties. (Any

Programs subsequently added to Exhibit A shall thereafter be included

in the definition of "Programs(s)");



(e) Sony's licensing of the Programs from Licensor for sale as part of a

bundle with a Hardware Product and/or other Sony products that Sony

will sell to end users directly or through its dealers or resellers;



(f) Licensor's continued support of the Programs.





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The parties agree to effect the foregoing in accordance with the terms and conditions hereof and the terms and conditions of any instruments expressly made a part hereof.



2.0 DELIVERY OF THE PROGRAMS



2.1 FINAL DELIVERY. Licensor will deliver the Programs on a Master Disk(s) suitable for duplication along with the required copies of the Documentation.



2.2. DELIVERY SCHEDULE. Licensor will deliver the Programs and Documentation within five (5) workings days of the signing of this Agreement.



3.0 LICENSE



3.1 LICENSE AND RIGHTS. Subject to all of the terms and conditions of this Agreement, Licensor hereby grants Sony a royalty-free, nonexclusive, worldwide license and right to replicate the Programs and to replicate/ copy and modify any portion of the Documentation and incorporate same in Sony's documentation, including its on-line help system and to license the use of the Programs and the Documentation as provided by Licensor or as modified and incorporated in Sony's documentation to its Customers, all under Licensor's or its licensor's patents, copyrights and other proprietary rights therein and thereto. Licensor acknowledges that Sony may pre-install any or all of the Programs on the Hardware Products and that Sony may include in the product sold to the end user a recovery CD containing some or all of the software titles sold with the Hardware Products, including the Programs, whereby the end user has the capability to re-install all or some of the titles. The main copy of the Programs sold to the end user and any pre-installed or recovery copy shall be considered one copy of the Programs. Except for the limited license granted to Sony hereunder, this Agreement does not confer or transfer to Sony any right, title o r interest in any of the Programs or any intellectual property rights relating thereto.



3.2 SUBLICENSE. Sony shall have the right to sublicense the Programs, the Documentation and rights granted to it or any portion thereof to any of its parent companies or its or their subsidiary or affiliated companies worldwide ("Sony Companies") as a sublicensee under this Agreement provided all such Sony Companies agree to be bound by the terms hereof.



3.3 THIRD PARTY DUPLICATION. Sony may allow a third party to perform duplication of the Programs and/or Documentation on its behalf, subject to the terms of this Section 3.



4.0 SUPPORT AND UPGRADES



4.1 SUPPORT. For a period commencing on the date of the delivery of the Programs until six (6) months from the date that Sony and its permitted sublicensees last license the use of the Programs to their customers, Licensor will support the Programs, including bug fixes and changes to maintain compatibilit y with the then operating system. Licensor agrees to the terms of Exhibit B attached hereto and made a part hereof.



4.2 UPGRADES. Licensor will deliver updates and upgrades of the Programs and Documentation to Sony no later than to other similarly situa ted customers and in any case prior to release to Licensor's end user customers. Upgrades and updates are to be provided free of charge, or in any event under the same terms and conditions as made available to other similarly situated customers.



4.3 VERSIONS. Licensor will offer new versions and features of the Programs and Documentation to Sony on substantially the same terms offered to other similarly situated customers.



4.4 VERSIONS FOR END USERS. Licensor will provide upgrades, updates or new versions or





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features of the Programs and Documentation to Sony's end users of the Program on substantially the same terms as those offered to customers buying the Programs and Documentation at retail.



4.5 END USER SUPPORT. 1. Licensor must provide end user customer support. Sony will refer customers to Licensor when there appears to be a problem related to the Programs. 2. Licensor will provide training on the Programs to Sony technical support per s onnel from time to time during the term of the Agreement without charge so long as training is performed via telephone or at Licensor's office, otherwise, training will be at Sony's expense. 3. Licensor will have a separate number available for technica l support directly to Sony technical support personnel to be available M-F 8-5 PST at no charge. 4. Licensor will have a separate number available for technical support directly end users to be available M-F 8-5 PST at no charge. These support obligatio ns will continue for at least one year following delivery of Programs to Sony.



4.6 REVENUE SHARING. Licensor agrees to the Additional Terms described in Exhibit C attached hereto and made a part hereof.



5.0 REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS



5.1 TITLE AND AUTHORITY. Licensor represents and warrants to Sony that it has the right to grant to Sony the license and rights granted to it under this Agreement; and, that the Programs and the Documentation and Sony's exercise of such license an d rights will not infringe or misappropriate any third party's patents, copyrights or other proprietary rights.



5.2 CONTENT OF LICENSOR SOFTWARE. Licensor represents and warrants that Licensor has obtained all necessary rights to third party intellectua l property contained in the Programs and Documentation so that the Programs can function in accordance with normal use; to allow Sony to use, display and perform the Programs and Documentation; and, to use in Sony's marketing material for its products, in cluding the Sony personal computer product, any and all images, sounds, or content contained in the Programs or Documentatio ...