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EXHIBIT 10.15
SOFTWARE DEVELOPMENT AGREEMENT
THIS AGREEMENT is entered into on this 22 day of November, 1995,
between Green Light, Inc Technologies., a Tennessee corporation ("Green Light"),
and Park 'N View, Inc., a Delaware corporation ("PNV").
WHEREAS, PNV has designed and developed the concept and equipment ("the
System") to (i) enable truck drivers to: (a) receive and/or have access to cable
television services and telecommunications services; and (b) provide such truck
drivers programming consisting of video and audio services, and telephone, fax
or other data services while remaining in or near their vehicles parked at the
Truckstop; and
WHEREAS, Green Light has agreed to develop and deliver to PNV software
to be used to: (i) automate the System to permit activation of the Services
directly at truckstop sites or by telephone, in conjunction with other
telecommunications service providers, from each parking space and/or other
locations at which the Services are provided; and (ii) report usage volume and
provide multiple detailed report functions suitable for accounting, audit and
review purposes.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledge, the parties hereto agree as
follows:
1. Definitions "Software" means the ideas, routines, object and source
codes, specifications, flowcharts and other material and documentation, together
with all information, data and know-how, technical or otherwise, and any
changes, modifications or improvements related thereto developed by Green Light
for purposes of: (i) automating the System to permit activation of the Services
directly at the truckstop site or by telephone; and (ii) reporting usage and
providing multiple detailed report functions. After execution of this Agreement,
a description of the Software shall be appended hereto and incorporated herein
as Exhibit A.
2. Representations, Warranties and Covenants
(a) Green Light represents and warrants that Green Light is capable of
developing the Software pursuant to the terms of this Agreement and Green Light
is an expert in and fully acquainted with the hardware, operating system, other
software and peripherals constituting the System.
(b) Green Light and PNV acknowledge and agree that the Software
constitutes a trade secret and proprietary information and that the Software is
and shall be jointly owned by Green Light and PNV. Green Light does not have and
shall not be deemed to have an exclusive right, title or interest in the
Software, whether under trade secrecy, copyright, patent or related
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laws. Unless specifically authorized in writing by the other party, neither
Green Light nor PNV shall provide the Software to any third party or use the
Software in any application other than with the System.
(c) Green Light acknowledges and agrees that PNV is the exclusive owner
of the System, together with all information, data and know how, technical or
otherwise, and any changes, modifications or improvements related thereto.
3. Development Schedule The development schedule shall be as follows:
(a) Green Light shall deliver to PNV a working model of the
Software and related standard flowcharts on or before November 30, 1995. PNV
shall have fourteen (14) business days after receipt of the working model of the
Software to review the flowcharts and the model. If the Software is not
acceptable, Green Light shall, within ten (10) days of receipt of notice from
PNV, make such changes as are required by PNV and shall resubmit a working model
of the Software to PNV. PNV shall then have seven (7) business days to review
the model and shall at that time either accept the model, or reject the model,
in which case this Agreement shall be terminated.
4. Payment The payment schedule shall be as follows:
(a) Green Light acknowledges receipt of $10,000 from PNV on
November 9, 1995;
(b) If the Software is accepted by PNV, PNV shall pay to Green
Light: (i) $2,000 each time that the System and the Software are installed at a
truckstop at which PNV provides the Services; and (ii) one-half cent ($0.005)
each time that the Services are activated by means of the automated system
provided by the Software.
5. Alterations, Modifications PNV shall have the right to request Green
Light to make alterations, modifications, improvements, enhancements and updates
to the Software from time to time, which Green Light shall preform in a timely
manner.
6. Assignment Either party hereto shall have the right to assign this
Agreement only to: (i) any successor assignee of such party that may result from
any merger, consolidation or reorganization; or (ii) another corporation that
acquires all or substantially all of such party's assets, business and
liabilities.
7. Entire Agreement This Agreement contains the complete expression of the
agreement between the parties with respect to the matters addressed herein and
there are no promises,
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representations, or inducements except as herein provided. The terms and
provisions of this Agreement may not be modified, supplemented or amended except
in writing signed by both parties hereto. All terms and provisions of this
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the respective successors and permitted assigns of the parties hereto.
8. Governing Law This Agreement shall be governed by and construed and
enforced in accordance with the laws of Florida. The prevailing party in any
litigation concerning this Agreement shall be entitled to reimbursement of its
reasonable costs, including legal and accounting fees, incurred in connection
with any such matter.
9. Notice Any notice, request, consent or communication (collectively a
"Notice") under this Agreement shall be effective only if it is in writing and:
(a) personally delivered; (b) sent by certified or registered mail, return
receipt requested, postage prepaid; (c) sent by a nationally recognized
overnight delivery service, with delivery confirmed; or (d) telexed or
telecopied, with receipt confirmed, addressed as follows:
If to PNV: Park 'N View, Inc.
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ #▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇▇▇, President
If to Green Light: Green Light, Inc.
______________________________
______________________________
Attention:______________
or to such other address or addresses as shall be furnished in writing by any
party to the other party. A Notice shall be deemed to have been given as of the
date when: (i) personally delivered; (ii) three days after when deposited with
the United States mail properly addressed; (iii) the next day when delivered
during business hours to said overnight delivery service, properly addressed and
prior to such delivery service's cut-off time for next-day delivery; or (iv)
when receipt of the telex or telecopy is confirmed, as the case may be, unless
the sending party has actual knowledge that a Notice was not received by the
intended recipient.
10. Severability If any part or sub-part of this Agreement is found or held
to be invalid, that invalidity shall not affect the enforceability and binding
nature of any other part of this Agreement.
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11. Section Headings The section headings in this Agreement are for
convenience of reference only and shall not be deemed to alter or affect any
provision hereof.
12. Counterparts. This Agreement may be executed in any number of
counterparts, all of which together shall constitute one agreement binding on
the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
PARK 'N VIEW, INC., a
Delaware corporation
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇▇▇, President
Green Light Technologies, Inc., a
Tennessee corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name:
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Title:
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