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License Agreement, Dated 10/8/01

This is an actual contract between American Cellular and ACC.

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Sectors: Telecommunications
Governing Law: Georgia, View Georgia State Laws
Effective Date: January 01, 2002
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LICENSE AGREEMENT


THIS LICENSE AGREEMENT (the "Agreement") is entered into this day of October 8, 2001 between H.O. SYSTEMS, INC., a corporation having its office at 222 West Oglethorpe Avenue, Savannah, GA 31401 ("H.O.") and AMERICAN CELLULAR CORPORATION ("ACC"), a corporation having its principal office at 14201 Wireless Way, Oklahoma City, OK 73134.


WHEREAS, ACC and its controlled affiliates (collectively, the "Customer") desire to obtain a limited nonexclusive license right to use the H.O. Cellular Information Management System known as H.O. CIMS billing and information management licensed software (the "Licensed Software") as described below, in each and every Cellular Market managed, owned or otherwise operated by Customer;


WHEREAS, H.O. desires to license the Licensed Software to Customer upon the terms and conditions set forth in the Agreement, for use in each and every Cellular Market managed, owned or otherwise operated by Customer;


WHEREAS, Customer and H.O. previously entered into a license agreement dated September 23, 1998 (the "Previous Agreement");


WHEREAS, H.O. and Customer intend for this Agreement to take the place of the Previous Agreement, effective January 1, 2002; and


WHEREAS, H.O. desires to license the Licensed Software to Customer upon the terms and conditions set forth in this Agreement;


THEREFORE, in consideration of the above declarations and the covenants and conditions set forth in this Agreement, the parties agree as follows:


SECTION 1. Grant; Term. In consideration of the payment of a one time license fee of $* (which has already been paid by Customer), H. O. hereby grants to Customer, a nontransferable, nonexclusive license to use the Licensed Software during the term of this Agreement. The initial term of this Agreement will commence January 1, 2002 (the "Effective Date") and will end on December 31, 2003, unless terminated earlier in accordance with the provisions of this Agreement. Thereafter, the term of this Agreement will automatically extend for successive 1 year periods after such anniversary date unless either of the parties notifies the other party in writing at least 90 days prior to such date, or 90 days prior to the end of any such one year extension period as the case may be, that this Agreement will not be so extended. During the term of this Agreement, Customer agrees that H.O. shall be the exclusive provider of billing systems and services for the active telephone, pager, prepaid and data service numbers in service (the "Active Users") managed, owned or otherwise operated by Customer, provided that this exclusivity provision will only apply to (i) Customer's existing cellular markets and any comparably sized cellular markets subsequently swapped by Customer in exchange for such existing markets and (ii) new cellular markets acquired by Customer after the date hereof that are existing H.O. Customers or have less than * Active Users.


---------


* Confidential information has been entitled and filed separately with the Securities and exchange Commission.


SECTION 2. Limitations on Use. Customer shall use the Licensed Software only on production and test environment Central Processing Units designated by H.O. (the "Designated CPU"). Customer may make one (1) backup copy of the Licensed Software, for backup purposes, which must display the copyright notice and information relating to the proprietary rights as they appear in the Licensed Software. Customer shall not, and shall not allow its employees, agents or any other person to, decompile disassemble, or reverse engineer any portion of the Licensed Software. Customer shall not allow the Licensed Software to be used for time-sharing or service bureau, or any similar purpose. In the event the Designated CPU fails, Customer may use the Licensed Software on another production processing unit at the same location upon notification to H.O.


SECTION 3. Confidentiality.


(a) Both parties acknowledge that they will possess Confidential Information of the other party, including the other party's proprietary or business information, trade secrets as well as, the Licensed Software, and other vital data on each party's business. Each party will use commercially reasonable efforts, but not less stringent than the means that it uses to protect its own confidential information, to prevent the disclosure and to protect the confidentiality of written information received from the other party which is marked or identified as confidential, or which relates to the number of subscribers (collectively, "Confidential Information"). Each party will use Confidential Information received from the other party only in connection with the purposes of this Agreement. The provisions of this Section 3 will not prevent either party from disclosing its own Confidential Information or from disclosing Confidential Information which is (A) already known by the recipient party without an obligation of confidentiality; (B) publicly known or becomes publicly known through no unauthorized act of the recipient party; (C) rightfully received from a third party; or (D) required to be disclosed pursuant to a requirement of a governmental agency or law so long as the disclosing party provides the other party with notice of such requirement prior to any such disclosure. This Section 3 shall survive the termination or expiration of this Agreement.


(b) The term "Confidential Information" as used above shall also include any and all terms and provisions of this Agreement, including, without limitation, the pricing terms set forth in or related to this Agreement (the "Pricing Terms"). In addition to Customer's obligations set forth in Section 3(a) above, Customer shall at all times use its best efforts to prevent the disclosure and protect the confidentiality of the Pricing Terms. Customer shall not disclose any Pricing Term or aspect thereof whatsoever to any person whatsoever unless (i) expressly authorized in writing by H.O., or (ii) Customer is legally compelled to make such disclosure and Customer has furnished H.O. prompt notice of such fact (so that H.O. may seek an appropriate protective order or other remedy) and a written opinion of its counsel reasonably acceptable to H.O. opining that Customer is required to make such a disclosure or else stand liable for contempt or suffer other material censure or material penalty. In the event disclosure is permitted under clause (ii), Customer shall use its best efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.


(c) Each party agrees to indemnify and hold the other party harmless from any damages, loss, cost, or liability (including legal fees and the cost of enforcing this indemnity) arising out of or resulting from any unauthorized use or disclosure by such party or its employees


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or agents of the Confidential Information or other violation of this Section 3. In addition, because an award of money damages (whether pursuant to the foregoing sentence or otherwise) would be inadequate for any breach of this Agreement by either party or its employees or agents and any such breach would cause the other party irreparable harm, each party also agrees that, in the event of any breach or threatened breach of this Agreement, the other party will also be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance. No right or remedy conferred upon either party by any provision of this Agreement is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or thereafter existing at law or in equity or otherwise.


SECTION 4. Warranty. H.O. warrants that it has the power and authority to grant this License to Customer and that the Licensed Software will be free from material errors. H.O. also warrants that the Licensed Software will perform substantially in compliance with the specifications of the cellular telephone industry standards applicable to the services to be performed, including roaming clearinghouse standards for the processing of roaming records as promulgated from time to time contained in the software. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES OF MERCHANTABILITY.


SECTION 5. Installation and Training:


(a) H.O. shall provide initial training, free of charge, for each new market at each new cluster or call center acquired by Customer, or where deemed appropriate by Customer and H.O., in the operation and use of the Licensed Software and associated systems either at the Customer's site or in Savannah, Georgia, as requested by Customer. Reasonable out of pocket expenses, such as travel, meals and lodging, shall be paid by Customer. Training shall consist of the following:


o Installation and optimization of all
computer network components.


o Understanding accounting, monthly; and daily
reports.


o Administration of A/R collection procedures.


o Work order, payment, and adjustment
processing.


o Switch Manager (if applicable).


o Table updates and changes.


o Roamer distribution (incollects and
outcollects).


o Documentation.


(b) Any additional training, after the initial training described above, requested by Customer shall be at the hourly rate of $*. The Customer shall reimburse H.O. for all reasonable out of pocket expenses, such as travel, meals and lodging, incurred by H.O. in connection with any additional training requested by Customer.


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SECTION 6. License Fees.


(a) In consideration for the Licensed Software and the other services provided by H.O. hereunder, H.O. shall invoice Customer on a monthly basis following the final bill run for each month, a license and maintenance fee equal the product of: (x) the number of Active Users for such month in each of the tiers below, times (y) the applicable rate for such tier for such month, which will be the following:


500,001
0 to 500,000 or more
Period Active Users Active Users
------ ------------ ------------


January 1, 2002 - December 31, 2002 $* $*
January 1, 2003 - December 31, 2003 * *
(volume discounts are tiered and not cumulative)


(b) During the term of this License Agreement, the license and maintenance fee shall not be less than $* per month.


(c) Notwithstanding the foregoing pricing, so long as H.O. is providing billing services for * or more Active Users in any month, the average maintenance fee per Active User charged to Customer hereunder in any month will not be more than the average maintenance fee charged to any other like-sized organization for a contract with a two-year term or less.


(d) For the avoidance of doubt, "tiered" volume discounts means that if, for example, H.O. provides bills for 1,400,000 Active Users during the month of January, 2003, the monthly license fee pursuant to subparagraph (a)(i) above will be: *.


(e) Effective on each January 1 beginning January 1, 2003, upon not less than 60 days notice H.O. will be entitled to an annual increase of the license and maintenance fees and hourly charges hereunder by an amount equal to 50% (or such larger percentage as mutually agreed) the percentage increase in the Consumer Price Index for the 12 months ended through the immediately preceding September 30.


(f) For purposes of calculating the license and maintenance fees hereunder, an Active User that uses both telephone and data services will only count as one Active User.


(g) For purposes of calculating the number of Active Users and amount of license fees hereunder, Customer's Active Users will be aggregated with the
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