LICENSE AND ROYALTY AGREEMENT
THIS AGREEMENT, made and entered into this 6th day of April, 2000, by
and between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, husband and wife,
(referred to herein as "▇▇▇▇▇▇▇"), and Knowledge Foundations, Inc., a
Delaware corporation ("KFI").
WHEREAS, ▇▇▇▇▇▇▇ has developed technology, including computer software,
related to knowledge engineering, which ▇▇▇▇▇▇▇ has named the ▇▇▇▇ I, ▇▇▇▇ ▇▇
and ▇▇▇▇ III Technology (collectively "▇▇▇▇ X"), and owns copyrights,
confidential information, trade secrets, and proprietary know-how relating to
such technology; and
WHEREAS, ▇▇▇▇▇▇▇ seeks the expanded development and mass marketing of
this technology as a commercial standard for knowledge capture, storage, and
use; and
WHEREAS, KFI desires an exclusive license under ▇▇▇▇▇▇▇'▇ ▇▇▇▇ X
technology for use in software implementations and ▇▇▇▇▇▇▇ is willing to
grant such a license.
NOW, THEREFORE, in consideration of the mutual covenants, terms,
conditions and provisions set forth herein, the parties agree as follows:
1. DEFINITIONS
1.1. "▇▇▇▇ X Technology" shall mean all confidential or proprietary
information, trade secrets and know how relating to the ▇▇▇▇ X technology as
such technology is further described on Exhibit A to this Agreement. The
▇▇▇▇ X Technology is sometimes referred to herein as the "Licensed
Technology").
1.2. "Licensed Rights" means all rights under any patent, copyright,
confidential or proprietary information, trade secrets and know-how relating
to the ▇▇▇▇ X Technology, and includes the Licensed Technology.
1.3. "Licensed Tool(s)" shall include coding systems, proprietary file
systems, computer software program, communications protocols, development
methodologies, and documentation that encompass or incorporate or are based
on any of the ▇▇▇▇ X Technology, but do not include software products, and
services that result from "Authorized Use" of the Licensed Tools. Licensed
Tools specifically excludes hardware implementations of the ▇▇▇▇ X
Technology.
1.4. "Authorized Use" refers to those activities and Licensed Rights granted
by KFI under this Agreement to everyone who purchases or sub-licenses a
Licensed Tool.
1.5. "Net Sales" means the gross amounts received by KFI worldwide, from the
sales, license or disposal of Licensed Tools, less commissions, credit for
returns, customary trade discounts, deductions for transportation charges,
and taxes and duties directly imposed on the sale. Except for customary
trade discounts, should KFI sell, rent or dispose of any Licensed Tool in a
non arm's-length transaction, the Net Sales shall be computed based on
proceeds from sales of a similar product in an arms-length transaction.
1.6. "Reasonable Effort" means a reasonable program of supporting technology
improvements and marketing that expands industry adoptions, installed base,
and commercial use of the ▇▇▇▇ X Technology.
1.7. "Improvement(s)" shall mean inventions, modifications, adaptations or
improvements, which relate to or are based on the ▇▇▇▇ X Technology.
1.8. "Sublicensee" shall mean a person or entity to whom KFI has granted the
right under the Licensed Technology to develop, manufacture, have
manufactured, use, market and/or sell the Licensed Tools.
1.9. "Sublicense Income" shall mean the gross amount (net of tax withholdings
for taxes which KFI is obligated to pay) received by KFI from Sublicensees
for or on account of sublicenses of any of the rights granted KFI hereunder
and the sale of Licensed Tools, including royalties, license fees, milestone
payments, option fees and other amounts paid or other non-monetary financial
benefit provided to KFI by Sublicensees. Sublicensee Income shall not
include amounts received by KFI from a Sublicensee for an equity investment
in KFI.
2. GRANT OF LICENSE
2.1. Exclusive License. ▇▇▇▇▇▇▇ hereby grants to KFI, subject to the
conditions set forth in this Agreement, an exclusive transferable license
under the Licensed Rights to make, have made, use, market, import, have
imported, lease, sell, distribute, offer for sale, or otherwise dispose of
Licensed Tools throughout the world, including the right to make ▇▇▇▇▇ of,
make derivative works based on, and distribute any copyrighted works within
the ▇▇▇▇ X Technology.
2.2. Sublicense. KFI shall have the right to grant sublicenses to third
parties, subject to the terms of this Agreement.
2.3. Reservation of Rights. ▇▇▇▇▇▇▇ expressly reserves all rights not
granted to KFI in this Agreement for his own purposes.
3. CONSIDERATION
3.1. Royalty Payments. Commencing on the date of this Agreement, KFI shall
pay to ▇▇▇▇▇▇▇ a royalty of two percent (2%) of Net Sales of the Licensed
Tools in the manner described in Article 5. If a Licensed Tool is sold or
otherwise disposed of by any Sublicensee of KFI, KFI shall pay to ▇▇▇▇▇▇▇ a
royalty of 5% of all Sublicensee Income for sublicenses of any of the
Licensed Technology.
3.2. Price List. KFI shall maintain a Board of Director's approved
discernable price list of all Licensed Tools. Such listed prices, or other
price actually obtained if higher, shall act as the basis for calculation of
the royalty payable to ▇▇▇▇▇▇▇. For a bundled product being delivered to
KFI's customer without the specific pricing of Licensed Tools to the
customer, the approved price list shall be the royalty base for the Licensed
Tools delivered to customers. No more than one royalty payment shall be due
with respect to a sale of a particular Licensed Tool.
3.3. Royalty Cap. The royalties paid by KFI to ▇▇▇▇▇▇▇ shall be payable
until ▇▇▇▇▇▇▇ has received $50,000,000.00 at which time all royalties and
other payments to ▇▇▇▇▇▇▇ pursuant to this Agreement shall terminate.
4. COMMITMENTS OF KFI. KFI agrees to use its reasonable efforts to achieve
the development and commercialization of the Licensed Technology.
5. ACCOUNTING
5.1. Quarterly Report. Within forty-five days (45) after the end of each
calendar quarter, KFI shall submit to ▇▇▇▇▇▇▇ a written report identifying
the software tools, products, and components that shall be pertinent to a
royalty accounting hereunder, stating the number sold or otherwise disposed
of in the calendar quarter, the gross billing price for each, all pertinent
deductions, and the amount of NET SALES during the quarter. ▇▇▇▇▇▇▇ agrees
to hold all information in such royalty reports in confidence pursuant to the
provisions of Section 9.
5.2. Quarterly Payment. Payment of the royalties shown to be due shall
accompany each quarterly report.
5.3. Maintenance of Records. KFI shall keep records in sufficient detail to
enable the royalties payable by KFI to be determined and verified. Records
for each quarter shall be retained by KFI for a period of not less than three
(3) years after the end of the fiscal year containing that quarter.
5.4. Audits. Upon reasonable notice and during regular business hours, KFI
shall make available the records referred to in Section 5.3 for audit by an
independent accountant acceptable to KFI to verify the accuracy of the
reports and royalties provided to ▇▇▇▇▇▇▇. If any such audit discloses an
underpayment of royalties of more than 3% in any year, such audit shall be at
the expense of KFI. Otherwise such audit shall be at the expense of
▇▇▇▇▇▇▇. Audits shall occur no more frequently than once each calendar year.
6. OWNERSHIP
6.1. Licensed Rights. KFI acknowledges that ▇▇▇▇▇▇▇ is the sole owner of the
Licensed Rights. Except as provided in this Agreement, KFI agrees not to
take any action challenging or opposing, on any grounds whatsoever, ▇▇▇▇▇▇▇'▇
ownership of the Licensed Rights, or the validity thereof.
6.2. Improvements. Any Improvements and derivative works made by KFI, to or
based on the ▇▇▇▇ X Technology, whether or not patented or patentable, shall
be the property of KFI and KFI shall be entitled to pursue intellectual
property protection for such improvements, and no additional royalty shall be
payable to ▇▇▇▇▇▇▇ for the Improvement portion of a Licensed Tool. ▇▇▇▇▇▇▇
agrees not to take any action challenging or opposing, on any grounds
whatsoever, KFI's ownership of such Improvements or derivative works, or the
validity of intellectual property rights therein.
6.3. New Inventions of ▇▇▇▇▇▇▇: For new inventions or technology that relate
to the Licensed Technology that were developed by ▇▇▇▇▇▇▇ (i) during his
employment with KFI on ▇▇▇▇▇▇▇'▇ own time, without using KFI's equipment,
supplies, facilities or trade secret information, or (ii) within two (2)
years after ▇▇▇▇▇▇▇'▇ employment with KFI terminates, KFI shall have a right
of first offer for a license under such new inventions. Failure of KFI to
respond to a request from ▇▇▇▇▇▇▇ for an offer to pursue a license under any
such new invention within 90 days of receipt of written disclosure from
▇▇▇▇▇▇▇ to KFI of such new invention, shall be deemed denial of such right of
offer by KFI, and ▇▇▇▇▇▇▇ may pursue such technology without obligation to
KFI.
7. TERM AND TERMINATION
7.1. Term. The term of the license granted hereunder shall commence as of
the date of this Agreement and shall remain in force until terminated in
accordance with the provisions of this Agreement.
7.2. Termination by KFI. KFI shall have the right to terminate this
Agreement upon written notice delivered to ▇▇▇▇▇▇▇. The effective date of
termination shall be the end of the quarter in which notice was delivered,
whereupon KFI shall be relieved of all further obligations under this
Agreement and all rights granted to KFI under this Agreement shall be
canceled and revert to ▇▇▇▇▇▇▇.
7.3. Termination by ▇▇▇▇▇▇▇; Conversion to Non-Exclusive License.
7.3.1. Should KFI fail to perform any material covenant of this Agreement
on its part to be performed, then upon written notice of such failure from
▇▇▇▇▇▇▇, KFI shall have thirty (30) days from the date of such notice to
correct a breach which relates to the timely payment of funds to ▇▇▇▇▇▇▇, and
shall have ninety (90) days from the date of such notice to correct any other
breach, and upon the failure of KFI to do so, ▇▇▇▇▇▇▇ may terminate this
Agreement upon ten (10) days further written notice.
7.3.2. Should KFI fail to commence sales of Licensed Tools within three
(3) years from the date of this Agreement, ▇▇▇▇▇▇▇ shall have the option to
convert the license hereunder to a non-exclusive license upon sixty (60) days
prior written notice to KFI.
7.3.3. In the event of a Loss of Founder Control- KFI's continued
commitment to the development, mass marketing, and commercial acceptance of
this technology will be assessed annually, given the failure of KFI to meet
either of the following milestones, ▇▇▇▇▇▇▇ shall have the option to convert
the license hereunder to a non-exclusive license upon sixty (60) days prior
written notice:
MILESTONES:
Annual growth in sales of Licensed Tools > 10 %
Annual Sales of Licensed Tools > 150,000,000 by 2008.
For purposes of this Section 7.3.3, a Loss of-Founder Control shall mean
any transaction or combination of events that cause the total combined voting
power of KFI's founders to fall below 50% of the outstanding securities
immediately following such transaction or events.
7.4. Rights After Termination. No termination of this Agreement shall affect
the rights of ▇▇▇▇▇▇▇ to any royalties due and owing or to statements of
account to and including the date of termination. Upon termination, all
rights granted to KFI in this Agreement, shall revert to ▇▇▇▇▇▇▇.
Notwithstanding anything herein to the contrary, upon KFI's failure to meet
the reasonable efforts requirements of Section 4, KFI shall maintain a non-
exclusive license to the Licensed Technology., but shall not receive a
license to new Improvements. Termination of this Agreement for any reason
shall not release any party hereto from any liability which, at the time of
such termination, has already accrued to the other party or which is
attributable to a period prior to such termination, nor preclude either party
from pursuing any rights and remedies it may have hereunder or at law or in
equity which accrued or are based upon any event occurring prior to such
termination. The rights provided for in this Section 7.4 shall be in
addition and without prejudice to any other rights which the parties may have
with respect to any breach or violations of the provisions of this Agreement.
In the event that the license granted to KFI under this Agreement is
terminated, any granted Sublicenses shall remain in full force and effect,
provided that the Sublicensee is not then in breach of its sublicense
agreement, in which case ▇▇▇▇▇▇▇ and Sublicense shall enter into appropriate
agreements or amendments.
8. REPRESENTATIONS AND WARRANTIES
8.1. Representations and Warranties of ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇ represents, warrants
and covenants to KFI as follows:
(a) ▇▇▇▇▇▇▇ has the full power and authority to execute and
deliver this Agreement and to perform his obligations hereunder. This
Agreement constitutes the valid and legally binding obligation of
▇▇▇▇▇▇▇, enforceable in accordance with its terms and conditions.
▇▇▇▇▇▇▇ need not give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any government or governmental
agency in order to consummate the transactions contemplated by this
Agreement.
(b) ▇▇▇▇▇▇▇ has heretofore developed the Licensed Technology and
owns the Licensed Technology free and clear of all liens, claims and
encumbrances.
(c) Except for existing licenses which have been disclosed to KFI,
the license granted to KFI under this Agreement is the only license
granted with respect to the Licensed Technology, and during the term of
this Agreement ▇▇▇▇▇▇▇ shall not grant any third party rights
inconsistent with the rights granted KFI herein, and ▇▇▇▇▇▇▇ has the
right to grant the rights and licenses granted herein.
(d) There are no pending, and to the knowledge of ▇▇▇▇▇▇▇ as of
the Effective Date, any threatened, actions, suits, investigations,
claims or proceedings in any way relating to the Licensed Technology.
8.2. Representations and Warranties of KFI. KFI represents, warrants and
covenants to ▇▇▇▇▇▇▇ that:
(a) KFI is a corporation, duly organized, validly existing and in
good standing under the laws of the State of Delaware having full
corporate power to conduct its business as presently conducted, and to
enter into and consummate the transactions contemplated by this
Agreement.
(b) The execution, delivery and performance under this Agreement
by KFI have been duly authorized by all required corporate action, do
not constitute a breach, default or violation of any of the provisions
of KFI's articles of incorporation, bylaws or other charter documents,
or any indenture, agreement, contract, order, law or regulation to which
it may be a party or by the terms of which it may be bound.
9. CONFIDENTIALITY
9.1. Confidential Information. . Except as expressly provided herein, or
as agreed by the Board of Directors of KFI of which ▇▇▇▇▇▇▇ is a member, the
parties agree that, for the term of this Agreement and for five (5) years
thereafter, the receiving party shall keep completely confidential and shall
not publish or otherwise disclose and shall not use for any purpose except
for the purposes contemplated by this Agreement any Confidential Information
furnished to it by the disclosing party hereto pursuant to this Agreement,
except to the extent that it can be established by the receiving party by
competent proof that such Confidential Information:
(a) was already known to the receiving party, other than under an
obligation of confidentiality, at the time of disclosure;
(b) was generally available to the public or otherwise part of the
public domain at the time of its disclosure to the receiving party;
(c) became generally available to the public or otherwise part of
the public domain after its disclosure and other than through any act or
omission of the receiving party in breach of this Agreement;
(d) was independently developed by the receiving party as
demonstrated by documented evidence prepared contemporaneously with such
independent development; or
(e) was subsequently lawfully disclosed to the receiving party by a
person other than a party hereto.
Each party hereto may use or disclose information disclosed to it by the
other party to the extent such use or disclosure is reasonably necessary
in filing or prosecuting patent applications, prosecuting or defending
litigation, complying with applicable governmental regulations or
otherwise submitting information to tax or other governmental
authorities, or making a permitted sublicense or otherwise exercising
its rights hereunder, provided that if a party is required to make any
such disclosure of another party's Confidential Information, other than
pursuant to a confidentiality agreement, it will give reasonable advance
notice to the latter party of such disclosure and, save to the extent
inappropriate in the case of patent applications or compliance with
federal and state securities laws, will use its best efforts to secure
confidential treatment of such information prior to its disclosure
(whether through protective orders or otherwise.) As used herein,
"Confidential Information" shall mean (i) any proprietary or
confidential information or material in tangible form disclosed
hereunder that is marked as "confidential" at the time it is delivered
to the receiving party, and/or (ii) any written reports furnished by
either party to the other pursuant to the terms of this Agreement.
10. ENFORCEMENT OF LICENSED RIGHTS
10.1. Notice. Each party shall promptly give the other party written
notice of any apparent infringement of any of the Licensed Rights of which
such party becomes aware.
10.2. Legal Action. KFI shall have the first right, but not the
obligation, to bring any legal action with respect to any apparent
infringement, at KFI's own expense and for its own benefit. In such event,
▇▇▇▇▇▇▇ agrees to cooperate with KFI and to join in such action as a party
plaintiff if requested to do so by KFI, and at KFI'S reasonable request, to
give KFI all needed information, assistance and authority to file and
prosecute such suit; provided that KFI shall reimburse ▇▇▇▇▇▇▇ for all
verified out-of-pocket expenses incurred by him in providing such assistance,
including attorney's fees, expenses and expert witness fees. To ensure that
no rights of ▇▇▇▇▇▇▇ are compromised in any such action, KFI shall not settle
any such claim, or enter into any settlement agreement that admits that any
third party product does not infringe the Licensed Rights or that any of the
Licensed Rights is invalid or unenforceable, without ▇▇▇▇▇▇▇'▇ prior written
consent, which consent shall not be unreasonable withheld. If there is a
recovery in any such action, after recovery of all direct out of pocket
expenses incurred by KFI and ▇▇▇▇▇▇▇ in connection with any such legal
action, KFI shall pay ▇▇▇▇▇▇▇ an amount of monies received from any alleged
infringer equivalent to royalties which ▇▇▇▇▇▇▇ would have received under
this Agreement, if such alleged infringer had been a Sublicensee of KFI.
11. INDEMNIFICATION
11.1. Indemnification by KFI. KFI shall indemnify and hold ▇▇▇▇▇▇▇
harmless from and against all losses, claims and damages arising out of or
based upon the sale of the Licensed Products by KFI. If a claim is made by
any third party against ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ intends to seek indemnification
from KFI with respect to such claim, (i) ▇▇▇▇▇▇▇ shall promptly notify KFI of
such claim, and (ii) if KFI acknowledges such right to indemnification, KFI
shall have sole control of the defense and all related settlement
negotiations.
11.2. Indemnification by ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇ shall indemnify and hold KFI
harmless from and against all losses, claims and damages to the extent that
such loss, claim or damage arises out of or is based upon the breach of the
representations and warranties granted by ▇▇▇▇▇▇▇ in Section 8.1. If a
claim is made by any third party against KFI and KFI intends to seek
indemnification from ▇▇▇▇▇▇▇ with respect to such claim, (i) KFI shall
promptly notify ▇▇▇▇▇▇▇ of such claim, and (ii) if ▇▇▇▇▇▇▇ acknowledges such
right to indemnification, ▇▇▇▇▇▇▇ shall have sole control of the defense and
all related settlement negotiations.
12. MISCELLANEOUS PROVISIONS
12.1. Prior Customer Projects. KFI may utilize prior customer projects
for marketing referenceable deployments of the ▇▇▇▇ X Technology.
12.2. Successors And Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties named herein and their respective
successors and permitted assigns, including, without limitation, any
corporation which is surviving corporation in the event of a merger involving
KFI.
12.3. Waiver. Any failure by either party to enforce at any time any
term or condition of this Agreement shall not be considered a waiver of that
party's right thereafter to enforce each and every term and condition of this
Agreement.
12.4. Patent Marking. If ▇▇▇▇▇▇▇ obtains any patents, on the ▇▇▇▇ X
Technology, KFI agrees to ▇▇▇▇ each Licensed Tool with a patent notice in
compliance with applicable statutory requirements.
12.5. Entire Agreement. This Agreement and the exhibits and schedules
referred to herein sets forth the entire intent of and understanding between
the parties with respect to the subject matter of this Agreement and
supersedes all prior discussions, negotiations, and agreements between them.
Neither party shall be bound by any agreement or representation other than as
expressly provided herein or as subsequently set forth in writing and
executed by each party.
12.6. Bankruptcy. In the event that either KFI or ▇▇▇▇▇▇▇ is adjudged
bankrupt, it is the intention of the parties that this Agreement shall be
governed by and construed in accordance with the U.S. Bankruptcy Code.
12.7. Notices. All notices or other communications relating to this
Agreement shall be deemed to be properly served when sent in written form by
United States certified mail, postage prepaid, or, when delivered by courier
to the respective party at the following address or to each substitute
address as either party may from time-to-time designate in writing to the
other.
To KFI: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
CEO and President
Knowledge Foundations, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
To ▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
cc: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Knobbe, Martens, ▇▇▇▇▇ & Bear
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
12.8. Applicable Law. It is understood and agreed that this Agreement
shall be construed, governed, and interpreted in accordance with the laws of
the State of California.
12.9. Severability of Provisions: Reformation. If any term, clause,
word, condition, provision or agreement in this Agreement or the application
thereof or any portion thereof to any person or circumstance, shall be held
invalid, void or unenforceable, the remainder of the term, clause, word,
condition, provision or agreement and the application thereof shall remain in
full force and effect, and the invalid, void or unenforceable term, clause,
word, condition, provision or agreement shall be reformed to the extent
possible in order to give its intended effect and/or meaning.
12.10. Construction. The parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, the Agreement shall be construed
as if drafted jointly by the parties and no presumption or burden of proof
shall arise favoring or disfavoring any party by virtue of the authorship of
any of the provisions of this Agreement.
12.11. Further Assurances/Cooperation. At any time or from time to time
on and after the date of this Agreement, each party agrees to (i) deliver to
the other party such records, data or other documents consistent with the
provisions of this Agreement, (ii) execute, and deliver or cause to be
delivered, all such consents, documents or further instruments of transfer or
license, and (iii) take or cause to be taken all such actions, as each party
may reasonably deem necessary or desirable in order for such party to obtain
the full benefits of this Agreement and the transactions contemplated hereby.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
in duplicate by their respective duly authorized officers, effective this 6th
day of April, 2000.
▇▇▇▇▇▇▇ KNOWLEDGE FOUNDATIONS, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Its: CEO and President
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Date: Date:
EXHIBIT A
Documentation & Source Codes for
▇▇▇▇ "X" Technologies
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ -- Business & Academic Vita (5/25/1999) -- provides a
complete history of all employment, publications, software projects,
fellow development team members, and their job descriptions (1970-1999).
Legal History and Origins of Knowledge Foundations (KRHistry.doc 5/23/97) --
document tracing the history of Dr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇'▇ software
development and licensing agreements from earliest work through ▇▇▇▇ 1 &
2 development and ▇▇▇▇ 3 design.
▇▇▇▇ 1 ARTIFACTS AND SOURCE CODES:
Fiction Shell Block Design from TALMIS Fall 1984 Conference Presentation
(35mm Slide Photos)
Project Storyboard Proposals to ▇▇▇▇▇▇▇ Research Corporation:
APIRS Algorithm Testbed Proposal (Apple Mac documents) Vita ref. 94
SURCON Feasibility Study (Lotus Manuscript, Micrografx Designer) ref. 98
[Manuscript & Designer documents accessed in past week]
Detailed Design Documents and Drawings delivered to BRAT Project: Vita ref.
100-104 [Manuscript & Designer documents accessed in past week] --
primary value in (Natural Language) Dialog Engine, SuperSet Knowledge
Representation, and Automated Trace Operation copyrights and prior
practice.
BRAT Source Codes (2-3 existing sets on 5.25" and 3.5" floppies, @ 16
floppies/set, possible hard copy, last accessed 1988-1990) Microsoft C
and Windows 1 SDK -- little or no value assumed.
▇▇▇▇ 2 ARTIFACTS AND SOURCE CODES:
Project Storyboard & Pseudo-Code Proposals to Media Share/Joestens Learning:
Natural Language Interface Module (NLIM) -- licensed, became ▇▇▇▇ 2
Concept Finder
Outliner -- not licensed, became ▇▇▇▇ 2 EditForm Tool
BookReader -- Media Share reorganized before license granted
Detailed ▇▇▇▇ 2 Design Documents & User Guides licensed to PSR, US Navy,
USAF, & General Research, & Vector Data Systems. (Manuscript Fact Sheets
converted to MS-Word, Micrografx Designer & BMP graphics.) [All recently
accessed via hard disks] -- immediate departure point for ▇▇▇▇ 3
implementation.
▇▇▇▇ 2 Source Codes and Compile Environment Microsoft C and C++, Windows 2.00
through Windows 2000. -- Provides immediate licensable product for new
development services contracts. Previously $50K - $100K per development
seat per license.
Knowledge Research Proposal Development Binder -- Multi-phase development
system, statements of work, schedules, deliverables, work breakdown
structure, job descriptions, and accounting for project development
processes created by Knowledge Research -- models future KFI service
projects and licensee income expectations. Existing ▇▇▇▇ 2 license
models.
Knowledge Base Demonstrations, Project Boxes, AllDocs Legacy Work Products,
and Production Macros -- legacy of operating systems and applications
from decade of knowledge base and tool development
10 Demo Knowledge Bases -- operate in any Windows 2 + environment --
unmatchable demonstration of technologies unique capabilities
18 Project Boxes -- original source documents & databases used in prior
projects, very valuable in government markets
AllDocs Work Products Hard Disk @ 1 GB -- original sources, work
products, macros, edited knowledge developed in previous projects -
- used in modeling theory, practice, and training -- test cases for
tool use
Production Macros -- starting point for production services and ▇▇▇▇ 3
tool definition
[All recently accessed on hard discs]
▇▇▇▇ 2.5 APT Virtual Database Detailed Design, Briefings, & Tool Source Codes
-- Most recent technology project licensed to the Naval Air Systems
Command. Feasibility test for future corporate database integration
technology and systems integration "plug and play". Tests early Builder
and VDB architectures for ▇▇▇▇ 3.
▇▇▇▇ 3 DESIGNS AND ARTIFACTS:
Naval Air Warfare Browser Series Briefing 6/8/92 (Taylor01.DRW -
Taylor05.DRW)-- briefing developed to demonstrate to PSR the creation of
a new ▇▇▇▇ 3 tool design during a previous 6 month unpaid leave. Led to
a licensing agreement for copies of ▇▇▇▇ 2 & 3, which they subsequently
broke by not paying agreed 15% profit sharing on APT project.
▇▇▇▇ 3 -- 91 Proprietary Design Notes
▇▇▇▇ 3 -- 95 Proprietary Design Notes
▇▇▇▇ 3 -- 96 Proprietary Design Notes
▇▇▇▇ 3 -- 97 Proprietary Design Notes
▇▇▇▇ 3 -- 99 Proprietary Design Notes (MS-Word & Micrografx Designer
documents & binders -- electronic & hardcopy) -- detail the continuing
design evolution in keeping with the system block diagram used to
negotiate PSR license agreements.
▇▇▇▇ 3 -- 99 & ▇▇▇▇ 3 -- 2000 Fact Sheets, Architectural Drawings, & Screen
Layouts (MS-Word & Micrografx Designer documents & binders -- electronic
& hardcopy) -- working specifications and final designs to launch
programming and patent applications. Sets framework for future KFI
sponsored programming and modeling work.
Knowledge Mapping System Versions (▇▇▇▇ 3 Components.doc) -- initial tool
development plan and teaming assignments for first two years of
releases.