EXHIBIT 10.11
iWave IPTV VOD License Agreement
[GRAPHIC OMITTED]
iWave TV/STB VOD Distribution Platform
Between
NS8 Corporation
and
ReelTime Infotainment Ltd.
iWAVE IPTV VOD LICENSE AGREEMENT
iWave TV/STB VOD Distribution Platform
THIS AGREEMENT (the "Agreement"), dated as of [ ], 2006, is entered into by and
between NS8 Corporation, a Delaware corporation with its offices at ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("NS8"), and ReelTime Infotainment
Ltd., an Australian corporation, with an office at ▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ("Licensee" or "ReelTime"). Each party
hereto is also individually referred to as "Party" and together referred to as
the "Parties".
RECITALS
A. NS8 is in the business of providing digital products and services, through
its division, iWave Interactive Services ("iWave"), to companies in the
business of providing digital content services to end-consumers by various
means.
B. Licensee is in the business of providing digital content services to
end-consumers by means of the service(s) (the "Licensee Services").
C. Licensee wishes to acquire certain products and services from NS8
(hereinafter referred to as the "iWave IPTV VOD Distribution Platform" or
the "iWave Services") for Licensee's internet IPTV VOD services.
D. Pursuant to the terms of a second agreement to be made between NS8 and
Licensee concurrently with this Agreement (the "iWave Service Distribution
Agreement"), Licensee wishes to acquire certain products and services from
NS8 (the "iWave Distribution Platform") for Licensee's internet VOD
services.
E. The Parties wish to enter into this agreement whereby NS8 will make the
iWave Services available to Licensee for use in Licensee's business within
Australia for the Internet VOD Service
F. This Agreement sets out the terms under which such NS8 iWave Services will
be made available to Licensee.
In consideration of the premises and the respective covenants contained herein
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereby agree as follows:
1. TECHNICAL AND OTHER SERVICES
1.1 NS8 shall be required to make its products and services
(collectively, the "iWave Service(s)") available to Licensee hereunder for the
Term which shall commence on the Service Commencement Date as defined in
Schedule A to this Agreement and shall terminate on the third anniversary
thereof unless terminated earlier as provided in this Agreement.
Additional terms and conditions governing the Term during which NS8 will be
required to make its iWave Services available to Licensee hereunder and
governing the license herein granted to Licensee regarding its use of the NS8
iWave Services (the "License") are set out in Schedules A, B, C and D to this
Agreement (collectively, the "Schedules"). The Schedules are hereby incorporated
into this Agreement by this reference and form an integral part hereof.
The Schedules to this Agreement are:
SCHEDULE A - Standard General and Financial Terms
SCHEDULE B - Delivery and Roadmap Specifications
SCHEDULE C - 2006 Roadmap to IPTV VOD
SCHEDULE D - Roadmap Modifications
SCHEDULE E - ReelTime Functional Requirements
SCHEDULE F - iWave - ReelTime Integration Process
1.2 IWAVE IPTV VOD DISTRIBUTION PLATFORM. NS8 will provide Licensee
with the products, services and training with respect to the iWave IPTV VOD
Distribution Platform, as described in this Agreement and the Schedules.
1.3 TECHNICAL EXCHANGE. Licensee shall provide to NS8 within thirty
(30) days of the date of this Agreement a full description of the Licensee
Services including network architecture, subscriber verification and
authentication procedures, billing and reporting procedures and all third party
systems required for the integration of the iWave Service platform into the
Licensee Services.
1.4 The iWave Service Licenses acquired by Licensee from NS8 pursuant
to this Agreement are non-expiring unless this Agreement is terminated in
accordance with the provisions hereof. Notwithstanding the foregoing, if an
existing License with respect to a particular PC MAC ADDRESS or Operating System
is changed then Licensee will be required to pay an additional License Fee with
respect to each such License as set forth in Schedule A.
1.5 TERRITORY. The "Territory" includes the right for Licensee to use
NS8's iWave Services as part of ReelTime's Licensee Services as contemplated in
this Agreement. The Territory includes, and is limited to, the territory
described in Schedule A.
1.6 LANGUAGE SUPPORT. English character language support on the CPG
(Consumer Programming Guide). Any additional language support will be considered
customization work not included in this Agreement.
1.7 CUSTOM DEVELOPMENT & SPECIAL FEATURES REQUEST. Special development
features requested by Licensee that are additional to the standard features of
the NS8 iWave Service(s) can be developed and deployed for an additional charge
for specification architecture and prototype creation. NS8's custom development
service utilizes NS8's design, engineering, research and development and
proto-type teams to assist Licensee in its special feature needs. Additional
provisions governing custom development and special features request and the
price of the additional charges relating thereto will be governed by the
provisions of Schedules A and D.
1.8 SEPARATE AGREEMENT REQUIRED. This Agreement does not cover any
technical or other services that may be provided by NS8 to Licensee other than
those specifically contemplated in this Agreement and the Schedules. In the
event that Licensee requests NS8 to provide any such additional services, then
unless NS8 gives notice that the services are not in its opinion work under
section 1.7 the additional work shall be carried out under the provisions set
out in section 1.7. In the event that NS8 gives notice that any provision of
such additional services is outside the scope of section 1.7 then such services
would be subject to a separate agreement to be negotiated between the Parties.
1.9 INTEGRATION OF OUTSIDE SERVICES. NS8 and Licensee must mutually
agree to any integration of outside (third party) services with the NS8 iWave
Service(s) that might be proposed by Licensee. For example, if Licensee wants to
add any services that are to be linked to iWave, then NS8 must first agree to
that addition. Any development or other work that would be required to implement
the integration of any such outside services will be covered by and subject to
the provisions of section 1.7 of this Agreement and the Schedules.
1.10 UNAUTHORIZED MODIFICATIONS TO NS8 SOFTWARE. Licensee is prohibited
from making any modifications to NS8's software or any other product or service
of NS8 without first obtaining the express consent in writing of NS8 thereto
which consent shall not be unreasonably withheld and executing a formal
amendment to this Agreement reflecting NS8's agreement to the modification and
setting forth the terms and conditions relating thereto. All modifications to
NS8's software or any other product or service of NS8 must be performed by
qualified NS8 personnel. Any such work or services will be subject to the
provisions of section 1.7 or 1.8 as may be determined by NS8 to be applicable.
NS8 shall respond promptly to any request for modifications and execute such
modifications in accordance with the timeline established in the new agreement.
If Licensee makes any modifications to NS8's software or any other product or
service of NS8 without first obtaining the express consent in writing of NS8 and
executing a formal amendment to this Agreement as aforesaid, then NS8 will have
the right to suspend Licensee's access to NS8's management service and system or
any other components thereof including, without limitation, consumer interface
and consumer desk-top access unless such breach is fully remedied by Licensee
with five (5) business days of receiving notice thereof from NS8. While Licensee
is in breach of these provisions, NS8's Technical Support and Maintenance as
hereinafter defined in this Agreement will be fully suspended and void. In
addition, NS8 will accept no responsibility for any modifications to NS8's
software or any other product or service of NS8 if such modifications have not
been performed by qualified NS8 personnel. Notwithstanding the above, Licensee
shall have the right to configure user configurable areas without notification,
namely - UMS reports for internal and third party reports (including reports to
Studios and ISP partners) and custom reporting from primary mySQL database. Any
re-skinning of the User Interface desired by Licensee must be performed
utilizing an API provided to Licensee by NS8. Licensee must provide NS8 with
detailed specifications regarding its proposed skinning function. NS8 will then
cost its fee for the skinning function under the provisions of the section 1.7
and provide its cost estimate to Licensee. This work will be performed by NS8
under the terms of a separate agreement with Licensee which will be attached as
a Schedule to this Agreement. Upon the signing of the agreement Licensee must
then pay the fee to NS8 in advance to the performance of any work on the API.
1.11 NS8 TECHNICAL SUPPORT. NS8 will provide Licensee with the
technical support ("Technical Support") regarding NS8's iWave Services upon the
terms described in Schedule A. In this Agreement the following terms mean:
(a) "Maintenance" means all bug fixes and remedying of performance
directly related to the functioning and operation related to NS8's
iWave Services software. Maintenance does not include, and NS8 will not
provide Licensee with server maintenance or internal hardware
maintenance on any hardware not provided by NS8.
(b) "Update" means where a module or functionality already exists,
within the specific "Roadmap" (as defined below) and described in the
Schedules enhanced functionality, usage of rectification of errors or
bugs which are, or are required to be corrected by NS8. Any obligation
to Update will survive the termination of the Agreement.
(c) "Upgrade" means new function and feature enhancements that are
outside the functional modules already provided by NS8 and the existing
specifications of the Roadmaps as defined in Schedules B and C. See
definition of "Product Exclusions" in subsection 1.11 (d) below.
(d) "Product Exclusions" means the products and services and Upgrades
of NS8 that are outside of and excluded from NS8's standard Roadmap
that it typically provides to licensees of its iWave Services. With
respect to newly developed functions and features that NS8 develops
that might enhance Licensee's Roadmap, NS8 will grant to Licensee a
license on favorable licensing and pricing terms when the products
and/or services are available.
(e) "Roadmap(s)" means the specifications of the functions and features
of the iWave Services being licensed to Licensee by NS8 as described in
Schedules B and C or any Roadmaps regarding the iWave IPTV VOD services
that the Parties may agree to from time to time shall be Updated
without cost.
2. FINANCIAL ARRANGEMENTS
2.1 PAYMENT OF FEES AND REVENUE SHARE. Licensee shall pay NS8's fees
and revenue share (exclusive of value added tax) to NS8 on the basis, at the
time and at the rate as is mutually agreed by the Parties and specified in
Schedule A hereto and executed by both Parties.
2.2 NS8 BANK DETAILS. Unless and until Licensee is otherwise notified
by NS8, all payments hereunder shall be paid by wire transfer in United States
Dollars (converted at the Exchange Rate in effect on the payment due date
according to the rate announced by the Reserve Bank of Australia) to NS8 at the
bank account specified in Schedule A hereto.
2.3 LATE PAYMENTS. Any payment not made within fifteen (15) business
days from the date that it is due under this Agreement shall accrue interest
from the date such amount is due until payment is received in full at the rate
of 7.5 % per annum of the defaulting amount.
2.4 BILLING INTEGRATION. Licensee shall be responsible to perform all
billing integration in respect of the commercial transactions contemplated by
this Agreement and for such purposes Licensee will perform all required billing
integration employing API's provided by NS8.
3. ADVERTISING, MARKETING AND REPORTING
3.1 ACCESS TO REPORTING. Licensee is permitted to provide Licensee's
content providers and wholesale partners with the necessary reporting
information by XML, PDF, html, Excel, or by other similar means of copying or
summarizing of Licensee's usage reports produced by the iWave reporting engine
but the third parties are prohibited from receive direct access to the real time
reporting engine.
3.2 ADVERTISING PLACEMENT. All revenue from advertising fees derived
from Licensee's Service shall be shared by NS8 and Licensee. The Licensee shall
pay NS8's revenue share (exclusive of value added tax) to NS8 on a monthly basis
at the rate that has been mutually agreed by the Parties and specified in
Schedule A hereto and executed by both Parties.
4. NS8'S REPRESENTATIONS AND WARRANTIES
In reliance upon the representations made to NS8 by the Licensee, and
without limiting any other representation or warranty made by Licensee herein,
NS8 hereby represents and warrants to Licensee that:
4.1 It has the full right, power and authority to enter into this
Agreement;
4.2 All of its iWave Services shall comply with the specifications set
forth herein and major studio digital rights management requirements when
utilizing Windows Media DRM 10;
4.3 All of the iWave Services provided to Licensee as set forth herein
are either owned by NS8 or are licensed to NS8 with rights to sublicense such
rights to Licensee as contemplated herein; and
4.4 It shall comply with any other content licensing agreement that
might be imposed by a studio or content owner where such content licensing
agreement has been arranged by NS8 pursuant to section 14.1.
5. LICENSEE'S REPRESENTATIONS AND WARRANTIES
Without limiting any other representation or warranty made by Licensee
herein, Licensee hereby represents, warrants and covenants to NS8 that:
5.1 It has the full right, power and authority to enter into this
Agreement;
5.2 All of Licensee Services shall comply with the restrictions and
specifications set forth herein; and
5.3 All of Licensee Services and content are fully licensed with rights
of distribution specific to that of the distribution methods contemplated herein
and shall comply with the restrictions and specifications set forth herein or
any other content licensing agreement that might be imposed by a studio or
content owner.
6. INDEMNIFICATION
6.1 GENERAL LICENSEE INDEMNIFICATION. Licensee shall indemnify, defend
and hold harmless NS8 and its subsidiaries, affiliates, parent, officers,
directors, employees, agents, partners, and consultants (the "Representatives")
from and against any and all claims, damages, liabilities, costs and expenses,
including reasonable outside counsel fees, arising from or in connection with
the breach of any representation, warranty or provision of this Agreement by
Licensee. NS8 shall promptly notify Licensee of any such claim or litigation.
The failure to provide such prompt notice shall not diminish Licensee's
indemnification obligations except only to the extent Licensee is actually
prejudiced by such failure. In addition, Licensee shall indemnify NS8 and its
Representatives for any claims resulting from Licensee exhibiting any film or
other program or content, or due to Licensee's unauthorized editing or
modification of any film or program or content or Licensee's authorization of a
third party to do any of the foregoing if in violation of the express terms of
this Agreement.
6.2 CONSUMER INDEMNIFICATION. Licensee shall indemnify, defend and hold
harmless NS8 and its Representatives from and against any and all claims,
damages, liabilities, costs and expenses, including reasonable outside counsel
fees, arising from or in connection with any contaminated software viruses or
any other malicious software programs, or content of a poor quality provided to
Licensee by any third party and distributed or otherwise delivered by Licensee
to any third party.
6.3 CONTENT INDEMNIFICATION. Licensee shall indemnify, defend and hold
harmless NS8 and its Representatives from and against any and all claims,
damages, liabilities, costs and expenses, including reasonable outside counsel
fees, arising from or in connection with any content provided to Licensee by any
third party and distributed or otherwise delivered by Licensee to any third
party with respect to the performance embodied in the content, or its quality,
genre, type, authenticity, whether relating to a technical attribute of the
content or the nature of the content itself.
6.4 GENERAL NS8 INDEMNIFICATION. NS8 shall indemnify, defend and hold
harmless Licensee and its subsidiaries, affiliates, parent, officers, directors,
employees, agents, partners, and consultants (the "Representatives") from and
against any and all claims, damages, liabilities, costs and expenses, including
reasonable outside counsel fees, arising from or in connection with the breach
of any representation, warranty or provision of this Agreement by NS8. NS8 shall
promptly notify Licensee of any such claim or litigation. The failure to provide
such prompt notice shall not diminish NS8's indemnification obligations except
only to the extent NS8 is actually prejudiced by such failure.
6.5 CONSUMER INDEMNIFICATION. NS8 shall indemnify, defend and hold
harmless Licensee and its Representatives from and against any and all claims,
damages, liabilities, costs and expenses, including reasonable outside counsel
fees, arising from or in connection with any virus contaminated software
provided to Licensee by any third party and distributed or otherwise delivered
by NS8 to the Licensee or any third Party.
7. MISCELLANEOUS
7.1 TERMINATION BY NS8. NS8 may terminate this Agreement if (a)
Licensee breaches any of its payment or security obligations and fails to cure
same within five (5) business days after receiving notice of any such breach
from NS8, (b) Licensee breaches any representation, warranty or covenant (other
than payment or security obligations) and fails to cure same within five (5)
business days after receiving notice of any such breach from NS8, (c) Licensee
files a petition in bankruptcy, is placed under external administration, or
becomes insolvent as determined by an order of a governing court of law, or (d)
or if any change in control of Licensee occurs without Licensee first obtaining
the written consent of NS8 to any such change in control. Upon termination, NS8
shall be relieved of its future obligations and Licensee shall remain obligated
to fulfill all accrued obligations or liabilities, including the payment of all
fees, revenue share and expenses owing to NS8. In addition, NS8 may declare all
fees, revenue share and expenses due (or to become due but for such termination,
including all fees that would otherwise become due up to the end of the then
current license year of the Term) immediately due and payable. In addition, NS8
shall have the right to suspend Licensee's access to the iWave Services and
system until any such breach is remedied to the satisfaction of NS8.
7.2 TERMINATION BY LICENSEE. Licensee may terminate this Agreement if
(a) NS8 breaches any representation, warranty or covenant on the part of NS8 and
fails to cure same within five (5) business days after receiving notice of any
such breach from the Licensee, or (b) NS8 files a petition in bankruptcy, is
placed under external administration, or becomes insolvent as determined by an
order of a governing court of law. Upon termination, the Licensee shall be
relieved of its future obligations under this Agreement. Nothing in this section
shall affect the obligation of the Licensee to satisfy or perform any accrued
obligations or liabilities. Upon receiving notice of termination, Licensee shall
remain obligated to fulfill all accrued obligations, or liabilities including
the payment of all fees, revenue share and expenses owing to NS8.
7.3 CONFIDENTIAL INFORMATION. Each Party agrees to maintain in
confidence the terms of this Agreement and all information derived from the
other Party, except (a) as necessary to comply with applicable law or court
order and, without limiting the generality of the foregoing, as necessary to
comply with the rules or regulations of the ASX in Australia or the Securities
and Exchange Commission in the United States of America, (b) as part of its
normal reporting procedures to its parent company, auditors or attorneys, or (c)
in order to enforce any of its rights hereunder.
7.4 ASSIGNMENT. Licensee may not assign this Agreement without the
prior written consent of NS8; such consent may be unreasonably withheld.
Provided, however, Licensee may assign this Agreement with the prior written
consent of NS8; such consent not to be unreasonably withheld in the case of an
assignment to an affiliated or associated company owned or controlled by the
Licensee capable of performing Licensee's obligations under this Agreement. NS8
may freely assign this Agreement to a company, person or other entity capable of
performing NS8's obligations under this Agreement.
8. NOTICES
8.1 Except as otherwise expressly provided herein, all notices,
statements and other documents desired or required to be given hereunder shall
be in writing and shall be given by personal delivery, reputable overnight or
courier delivery service or facsimile. All notices, statements and other
documents shall be sent to:
If to NS8: NS8 Corporation
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Attention: Corporate-Legal Department
Fax No.: ▇▇▇▇-▇▇▇-▇▇▇▇
If to Licensee: N.J. Karantzis
ReelTime Infotainment Ltd.
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Attention: Managing Director
Fax No.: ▇▇▇-▇-▇▇▇▇-▇▇▇▇
(or at such other address as may be designated in writing by either party).
Notice given by facsimile shall be deemed given on the business day of receipt,
as evidenced by the confirmation sheet thereof; notice given by personal
delivery shall be deemed given upon delivery and notice given by overnight
delivery or courier service shall be deemed given the third business day
following the business day of delivery to the overnight delivery service.
9. GOVERNING LAW
9.1 This Agreement shall be interpreted and construed in accordance
with the laws of Washington State with the same force and effect as if fully
executed and to be fully performed therein without giving effect to its
conflicts of laws, principles or rules and shall be exclusively submitted to the
Federal and State courts of Washington State, USA. The parties waive their right
to trial by jury.
10. FORCE MAJEURE
10.1 Neither party shall in any manner whatsoever be liable or
otherwise responsible for any delay or default in, or failure of performance
resulting from or arising out of or in connection with any "Event of Force
Majeure", and no such delay, default in, or failure of performance shall
constitute a breach by either party hereunder. For purposes of this Agreement,
an "Event of Force Majeure" in respect of a party shall mean any reasonably
unforeseeable act, cause, contingency or circumstance beyond the reasonable
control of such party, including, without limitation, any governmental action,
nationalization, expropriation, confiscation, seizure, allocation, embargo,
prohibition of import or export of goods or products, regulation, order or
restriction (whether foreign, federal or state), war (whether or not declared),
civil commotion, disobedience or unrest, insurrection, public strike, riot or
revolution, fire, flood, drought, other natural calamity, damage or destruction
to plant and/or equipment, or any other accident, condition, cause, contingency
or circumstance (including without limitation, acts of God or terrorism within
or without the United States), but shall not include an inability to pay for
whatever reason.
11. CONFIDENTIALITY
11.1 COMMUNICATIONS. All communications between the Parties or their
affiliates or any of them in respect of this Agreement or the transactions
contemplated by this Agreement and all proprietary information and other
proprietary material (whether such party's or another party's proprietary or
confidential information or material) supplied to or received by any of them
from the others which is either marked "confidential" or is by its nature
intended to be exclusively for the knowledge of the recipient alone shall be
kept confidential by the recipient unless such information (a) is available to a
member of the public through no act or omission on the part of the recipient,
(b) was available to the recipient on a non-confidential basis from a source
other than a party hereto, provided that to the recipient's knowledge after due
inquiry, such source is not bound by any obligation of confidentiality with
respect to such information or the disclosure thereof, (c) has been
independently acquired or developed by the recipient without violating any of
its confidentiality obligations hereunder, or (d) has been specifically approved
in writing by the disclosing party for use or dissemination by the recipient. If
a party or its affiliate is compelled to disclose confidential information
obtained hereunder by judicial or administrative procedures or in the opinion of
its counsel, by other requirements of law, or if such confidential information
is required to be disclosed for the enforcement of the recipient's rights as a
party under this Agreement, then in each such circumstance, this confidentiality
obligation shall cease only to the extent required under the respective
circumstances. For the purposes of clarification, each Party to this Agreement
agrees that the Agreement and all of the terms and conditions hereof may be
disclosed by a Party without the consent of the other Party as required by
applicable rules and regulations of the Securities and Exchange Commission of
the United States of America (the "SEC").
11.2 NOTWITHSTANDING TERMINATION. The obligations of any party
contained in this Article 11 shall endure for the term of this Agreement and
shall continue for two (2) years thereafter. The Parties acknowledge the
competitive value and confidential nature of the confidential information to be
disclosed and that damage could result to the disclosing party if confidential
information is disclosed to any third party or used by any party other than the
disclosing party. Further, the Parties acknowledge that if the receiving party
shall violate the provisions of this Article 11, the disclosing party may suffer
immediate and irrevocable harm for which damages may be an inappropriate and/or
inadequate remedy and the Parties further agree that in the event of a breach or
a threatened breach of any provision of this Article 11, the disclosing party
shall be entitled and each of the Parties hereby consents to the issuance, in
the Federal or State courts of Washington State, USA, or at the election of the
disclosing party elsewhere, of a temporary restraining order, preliminary and
permanent injunction, without bond, restraining and enjoining the said breach or
violation by the receiving party and any other person or entity which may be
acting in concert with the receiving party to whom the confidential information
may have been disclosed.
11.3 NO ANNOUNCEMENT. The Parties shall not make any announcements or
press releases in respect of this Agreement or the transactions contemplated
herein without the prior written consent of both Parties, except as may be
required by law or the applicable rules and regulations of the ASX or the SEC.
Any disclosures regarding this Agreement as may be required by law or the
applicable rules and regulations of the ASX or the SEC can be made by the Party
subject to any such requirement without the consent of or any consultation with
the other Party.
12. WARRANTIES AND LIMITATIONS OF LIABILITY
12.1 NO LIABILITY FOR CONSEQUENTIAL LOSS. Neither Party shall be liable
to the other for special, consequential or incidental loss or for loss of
profits.
12.2 NO LIABILITY FOR DAMAGES. Except as otherwise provided for in this
Agreement, in no event will a Party have any liability to the other Party for
any damages whatsoever arising out of or in connection with this Agreement.
12.3 PRODUCT WARRANTY. For a period of 12 months from the expiry of the
Yearly Maintenance Fee as described in Schedule A, NS8 will repair, if possible,
or replace (if repairing the product is not possible) any of its products that
it has supplied to Licensee pursuant to the terms of this Agreement that are
defective or which have caused damage to other Licensee products. Provided,
however, NS8 will not repair, replace or be liable in any way whatsoever for any
products that are damaged and that have not been provided by NS8.
13. SOURCE CODE ESCROW
13.1 ESTABLISHMENT OF ESCROW ACCOUNT. Within forty-five (45) days after
the Service Commencement Date, NS8 and Licensee shall enter into an agreement
with a mutually agreed to escrow company pursuant to which Licensee shall be
enrolled as a beneficiary under such escrow agreement (the "Escrow Agreement").
The Licensee shall be responsible for all fees associated with the establishment
and maintenance of the Escrow Agreement. NS8 agrees it shall deposit into escrow
the source code of the NS8 iWave Services as contemplated by and in accordance
with this Agreement. For so long as Licensee pays the Annual Maintenance Fees
pursuant to Schedule A, NS8 shall update the source code deposited for any
Update or Upgrade, as appropriate, on a quarterly basis.
13.2 RELEASE CONDITIONS. The Parties agree that the Escrow Agreement
shall provide for release of the escrowed materials to Licensee upon and in the
event that NS8 files for bankruptcy or has a bankruptcy petition filed against
it that is not dismissed within sixty (60) days of filing, or makes an
assignment for the benefit of creditors or has a trustee or receiver appointed
for its assets (the "Release Condition(s)").
13.3 LICENSE. NS8 hereby grants Licensee a non-exclusive,
non-transferable license to use all escrowed materials as is necessary solely to
continue to support its use of the NS8 iWave Services as contemplated by and in
accordance with this Agreement. Licensee agrees that it shall have no right to
exercise the foregoing license until the occurrence of a Release Condition
described above.
14. NS8 CONTENT LICENSING
14.1 In the event that NS8 offers to license content to Licensee and
Licensee accepts NS8's offer to license then the terms and conditions of any
such licensing arrangement will be the subject of a separate content
distribution licensing agreement between NS8 and Licensee (the "Content
Licensing Agreement") based on specific price points that are mutually agreed to
by the Parties. Notwithstanding the foregoing, the Content Licensing Agreement
will be an entirely separate agreement from this Agreement and will not be
cross-collateralized with this Agreement.
15. ENTIRE UNDERSTANDING
15.1 This Agreement includes the entire understanding of the Parties
with respect to the subject matter hereof, and all prior agreements (written or
oral) with respect to such subject matter have been merged herein. No
representations or warranties have been made other than those expressly provided
for herein. This Agreement may not be modified, except by a written instrument
signed by the Parties, and this provision may not be waived except by written
instrument signed by the Parties.
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iWave IPTV VOD License Agreement
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first written above.
Signed on behalf of NS8 Corporation by:
(..................................................)
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Operating Officer
June 7, 2006
Signed on behalf of Reeltime Infotainment Ltd. by:
(.................................................)
Name: N. J. Karantzis
Title: Managing Director
(.................................................)
Name:
Title:
SCHEDULE A - iWAVE IPTV VOD LICENSE AGREEMENT
iWAVE STB/VOD DISTRIBUTION PLATFORM
STANDARD GENERAL AND FINANCIAL TERMS
Financial Terms Form to be completed as necessary
SCHEDULE B - iWAVE IPTV VOD LICENSE AGREEMENT
iWAVE STB/VOD DISTRIBUTION PLATFORM
DELIVERY AND ROADMAP SPECIFICATIONS - (Section 1.1)
Specifications to be inserted
SCHEDULE C - iWAVE IPTV VOD LICENSE AGREEMENT
iWAVE STB/VOD DISTRIBUTION PLATFORM
2006 ROADMAP TO IPTV VOD - (Section 1.1)
Roadmap to be inserted
SCHEDULE D - iWAVE IPTV VOD LICENSE AGREEMENT
iWAVE STB/VOD DISTRIBUTION PLATFORM
ROADMAP MODIFICATIONS - (Section 1.1)
To be determined
SCHEDULE E - IPTV VOD LICENSE AGREEMENT
iWAVE IPTV VOD DISTRIBUTION PLATFORM
REELTIME FUNCTIONAL REQUIREMENTS
Requirements to be inserted
SCHEDULE F - IPTV VOD LICENSE AGREEMENT
iWAVE IPTV VOD DISTRIBUTION PLATFORM
INTEGRATION DOCUMENTS- (Section 1.1)
ReelTime - iWave Integration Process
IPTV Platform (version 1.8)
Documents and Platform to be inserted