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EXHIBIT 10.18
TECHNOLOGY LICENSE AGREEMENT
This Technology License Agreement (this "Agreement") is made and entered into
as of December 17/18, 1997 by and between CyberCash, Inc., a corporation
organized under the laws of the State of Delaware, USA, ("Licensor") and
CyberCash GmbH, a corporation organized under the laws of the Federal Republic
of Germany ("Licensee"). Capitalized terms used herein are defined in Section
13 of this Agreement.
Licensor owns certain software and other technology (the "Technology") that,
under its name and marks, it uses to provide various payment services over the
Internet and other computer networks (the "CyberCash Services" or the
"Services"). CyberCash Inc.; Dresdner Bank AG, Frankfurt am Main and
Landesbank Sachsen Girozentrale, Leipzig, (the "Joint Venturers") have formed
Licensee as a joint venture to make use of the Technology to offer the
CyberCash Services to financial institutions and merchants in the Federal
Republic of Germany (the "Territory").
In consideration of the mutual promises set forth herein, Licensor and Licensee
hereby agree as follows:
1. License Grant.
(a) License. Subject to the terms and conditions of this Agreement,
Licensor hereby grants to Licensee the right (i) to use the Licensed
Technology, including the Licensed Software, in the Territory for
the purpose of providing the CyberCash Services to merchants and
financial institutions in the Territory, (ii) to keep and maintain a
back-up copy of the object code of the Licensed Software, and (iii)
to use the trademarks and servicemarks licensed hereunder (as
defined in Section 13) (the "Marks") to identify and promote the
CyberCash Services, (iv) to sublicense the Licensed Software and the
Marks, within the limits expressly provided herein, and (v) to copy
the user documentation for the Licensed Technology and to provide
the sublicensees with such copies. The Licensed Technology,
including the Licensed Software, and Licensor's duties in connection
with the licensing of the Licensed Technology are specified in
Appendix B which forms an integral part of this Agreement. Any
specifications necessary for the Phases 2-5 as outlined in sec. 1 of
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the Appendix B will be agreed upon by the parties in good faith.
The License includes the deliverables and services as described in
Appendix B for Phases 1-4, however for localization work necessary
in Phase 2 an additional reasonable fee will be charged.
(b) Exclusivity. During the term of this Agreement or any renewal term,
Licensor agrees that it will not, except as contemplated by this
Agreement, provide the CyberCash Services, or grant a license to any
other person to use the Licensed Technology to provide the Services,
to merchants or financial institutions within the Territory.
Subject to the foregoing, Licensee acknowledges that Licensor has
the right to use and license the Licensed Technology anywhere in the
world.
(c) Sublicenses of Wallet and Merchant Software. Licensee shall have
the right to sublicense, in object code form only, the Wallet
Software and the Merchant Software, solely for the purpose of use in
participating in the CyberCash Services in the Territory.
(d) Term and Extension.
(i) Initial Term. The initial term of this Agreement shall be
five years commencing on the date of this Agreement, unless
earlier terminated in accordance with the provisions of this
Agreement.
(ii) Extension Terms. Licensee may, at its option, extend the
license granted by this Agreement for an unlimited number of
additional consecutive terms of five years, provided that
Licensee gives Licensor written notice of its election to
extend not less than 6 months nor more than 12 months before
the end of the expiring term.
During each extension term the provisions of this Agreement
shall apply except section 4. (a); no initial license fee
shall be payable for any extension term.
(iii) The parties acknowledge that business conditions in the
market for electronic payment services are expected to
change rapidly during the term of this Agreement and that
changed conditions may make modifications to this Agreement
desirable. Accordingly, the parties
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agree that, at the request of either of them, they shall
enter into good faith negotiations regarding modifications
to the Agreement that may be required or desirable in the
interest of fairness and the advancement of their mutual
interests. Nothing in this paragraph shall be construed,
however, to deprive the Licensee of the absolute right to
extend this Agreement as provided in paragraph 1 (d) (ii),
above.
(e) Source Code Escrow.
(i) Upon the completion of the initial customization work,
Licensor shall deliver the source code and all documentation
for the Licensed Software to the Escrow Agent subject to an
Escrow Agreement in substantially the form attached hereto
as Appendix A ("Escrow Agreement"), which forms an integral
part of this Agreement, and shall deposit with the Escrow
Agent an actual copy of the source code and all
documentation for the Licensed Software every six months,
beginning on June 30th, 1998, unless the deposited material
has been already exchanged against an upgrade during a
foregoing six month period. Licensor and Licensee shall use
their best efforts to enter into such an Escrow Agreement as
soon as possible after the effective date of this Agreement.
(ii) Whenever Licensor provides Licensee with an upgrade of the
Licensed Software, Licensor shall within ten business days
thereafter deposit with the Escrow Agent the source code and
documentation for the upgrade.
(iii) If, on June 30 or December 31 of any year, there have been
no upgrades of the Licensed Software requiring a deposit of
the upgraded software in accordance with the preceding
section during the preceding six months but there have been
minor changes, Licensor shall, within ten business days
deposit the source code for the then-current version of the
Licensed Software.
(iv) All fees and expenses charged by the Escrow Agent will be
borne by Licensee.
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(v) The source code (and documentation) shall be released from
escrow to Licensee, temporarily or permanently, solely upon
the occurrence during the term of this Agreement one of the
following "Escrow Release Events" defined below:
(A) permanently, if Licensor becomes insolvent or admits
insolvency or admits a general inability to pay its
debts as they become due;
(B) permanently, if Licensor files a petition for
protection under the Bankruptcy Code of the United
States, or an involuntary petition in bankruptcy is
filed against Licensor and is not dismissed within
sixty days thereafter;
(C) permanently, if Licensor should commence proceedings
to dissolve as a legal entity;
(D) temporarily, if Licensor proves unable or unwilling
to carry out a reasonable customization request of
Licensee upon Licensee's offer to pay reasonable
compensation for such work and/or to provide within
due course its Services according to Section 3 (a)
(I) of the Software Maintenance Agreement.
(vi) Licensor hereby grants to Licensee all rights to modify and
use the source code within the scope of the license granted
by Section 1 of this Agreement upon occurrence of an Escrow
Release Event.
(vii) If Licensee desires to obtain the Source Code Escrow Package
from the Escrow Agent upon the occurrence of a Release
Event, then:
(A) Licensee shall comply with the procedures set forth
in the Escrow Agreement to document the occurrence
of the Release Event;
(B) Licensee shall maintain the source code in strict
confidence and shall use and/or disclose it only in
accordance with this Agreement;
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(C) If the release is a temporary one, then Licensee
shall promptly return all released materials to the
Escrow Agent when the circumstances leading to the
release are no longer in effect; and
(D) Licensee shall promptly respond, fully and
completely, to any and all requests for information
from Licensor concerning Licensee's use or
contemplated use of the source code and the names
and affiliations of the individual(s) having access
to the source code.
2. Duties of Licensor.
(a) Customization. Promptly after the execution of this Agreement
Licensor shall commence making the modifications to the Licensed
Technology necessary to permit its use within the Territory. This
work shall be performed in accordance with the specifications set
out in Appendix B. The modification work described in this Section
shall not be considered a work for hire, and Licensor shall, subject
to license granted in this Agreement, retain all rights of ownership
in the Licensed Technology as so modified. However, Licensor may
not use such modifications inside or outside the Territory without
Licensee'' prior written consent. The acceptance testing shall be
completed no later than February 1, 1998.
(b) Operating Standards. In order to protect the reputation and
goodwill of Licensor, to maintain uniform world-wide standards for
the CyberCash Services and operations provided under the Marks and
for the mutual benefit of Licensor and Licensee, Licensor shall
provide Licensee with standards, procedures and policies for the
performance and delivery of the Services; provided, however, that
Licensee shall have no binding legal obligation to conform to such
standards and policies.
(c) Marks Usage Guidelines. Licensor shall provide Licensee with
written and graphic guidelines for the correct reproduction,
application and presentation of the Marks, which may include Xxxx
specimens, samples of advertisements and clip art indicating color,
proportion and format.
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(d) Training. Licensor shall provide the employees and agents of
Licensee with initial training sufficient to enable them to operate
the CyberCash Services and until June 30th, 1998. The initial
training shall include at least two, and as many as six, people and
shall be provided at a location mutually agreeable to the parties
and at no cost to Licensee other than the payment of the reasonable
travel expenses of the persons who perform the training.
Thereafter, Licensee shall pay Licensor for additional training at
Licensor's standard hourly rates for such training, which are
currently $125 per hour. Licensee agrees that Licensor may make
reasonable adjustments in its hourly rates to account for inflation.
(e) Software Maintenance and Network Service Support. During the term
of this Agreement, Licensor shall provide maintenance releases,
remote support and software defect corrections for the Licensed
Technology and shall provide network service support for the
operation of the Services all as more fully described in Appendix C
hereto, which forms an integral part of this Agreement.
(f) Software Upgrades. Licensor shall, during the term of this
Agreement, provide Licensee with Software Upgrades to the Licensed
Software developed by Licensor to keep pace with evolving technology
and security standards. These upgrades shall be provided at no cost
to Licensee other than the Annual Maintenance Fee provided in
Appendix C.
(g) New Services or Payment Instruments. Licensor shall offer to
Licensee, the software and technology necessary to implement any new
services or payment instruments not now part of the CyberCash
Services (as of the date of this Agreement) but developed by
Licensor in the future ("New Services"). The fees and terms and
conditions for use of any New Services shall be negotiated by
Licensee and Licensor in good faith, with the intent that they shall
be fair to both parties and generally comparable to those of this
Agreement.
3. Duties of Licensee
(a) Service Standards. Licensee acknowledges that the CyberCash
Services are intended to be part of a global system and that the
manner in which Licensee operates the Services in the Territory may
reflect on the
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reputation of Licensor and the Services as operated elsewhere.
Accordingly, Licensee agrees to operate the Services so as to
provide a high level of service to financial institutions,
merchants, and consumers that use the Services and to follow such
reasonable operating rules for the services as Licensor may
establish from time to time in Agreement with Licensee to assure the
quality of the services and protect their reputation.
(b) Business Practices. Licensee shall not engage in any practice or
activity that may damage or reflect unfavorably on the Marks or on
the reputation of Licensor or the CyberCash Services, or which
constitutes deceptive or unfair competition, consumer fraud or
misrepresentation.
(c) Legal Compliance. Licensee shall use its best efforts to comply, at
its own expense, with all applicable laws, ordinances and
regulations in the Territory.
4. Fees and Royalties
(a) Initial License Fee. Licensee shall pay Licensor a license fee of
DM 3,600,000 payable in two installments of DM 2,500,000 at the
execution of this agreement, and DM 1,100,000 when the following
conditions are met cumulatively:
(i) formal acceptance of the Licensed Technology under the
Acceptance Test Plan as set out in Appendix D, which forms
an integral part of this Agreement, and
(ii) all necessary licenses are granted to Licensor, especially a
validated license by the Department of Commerce in pursuance
of its Export Administration Regulations with respect to the
Export Control Classification Number 5D002, permitting the
export to Germany of all items necessary to fulfill the
obligations undertaken by Licensor under the provisions of
Section 6 (c) of Appendix C, and
(iii) submission of a legal opinion at the request and expense of
Licensee from the firm of Xxxxxx & Xxxxx to the effect that
Licensor has obtained all licenses necessary to permit it to
export the Licensed Technology, including the German Gateway
Server.
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(b) Royalty. Licensee shall pay Licensor annually a royalty of 10% of
Licensee's revenues from transaction processing, from merchant fees,
and from bank license fees (the "Royalty"). The obligation to pay
the Royalty shall commence in the first year in which the Licensee
is profitable (Sec. 275 para 1 Nr. 20 HGB) at the end of the fiscal
year (or would be profitable but for deduction of the Royalty);
provided that if the payment of the entire amount of the Royalty
would cause the Licensee to sustain a loss for any year, the amount
of the Royalty for that year shall be reduced by the amount
necessary so that the Licensee shall not be unprofitable for that
year.
(c) Maintenance Fees and Expenses. Licensee shall pay Licensor an
annual maintenance fee of $80,000 as provided in Appendix C.
(d) Network Service Support Fee. Licensee shall pay Licensor a Network
Services Support Fee after 1 January 1999 provided in Appendix C.
5. Marks.
(a) Ownership. Licensor is the owner of all right, title and interest
in and to the Marks, and it has licensed Licensee to use and to
sublicense the Marks.
(b) Use of Marks.
(i) Licensee shall use the Marks only in the manner authorized
and permitted by Licensor, and only in accordance with the
written and graphic guidelines provided for the correct
reproduction, application and presentation of the Marks.
(ii) Licensee shall use the Marks only in connection with
providing the CyberCash Services.
(iii) Licensee shall identify Licensor, as the owner of the Marks
in conjunction with the operation of the CyberCash Services.
(iv) Licensee shall have the right to sublicense merchants and
financial institutions to use the Marks in connection with
their use of the
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CyberCash Services; provided that they shall agree to such
reasonable rules governing the use of the Marks as Licensor
may establish.
(v) Licensor shall file and maintain trademark, trade name or
fictitious name registrations in the appropriate
jurisdictions within the Territory.
(vi) Licensee shall promptly notify Licensor of any suspected
infringement of, or challenge to, the validity,
registration, or Licensor's ownership of the Marks, which
occurs in the Territory, or elsewhere, should the Licensee
become aware of such infringement or challenge.
(vii) Licensee's use of the Marks pursuant to this Agreement does
not give Licensee any ownership interest or other interest
in or to the Marks, except the license granted in this
Agreement. Any and all goodwill arising from Licensee's use
of the Marks shall inure solely and exclusively to the
benefit of Licensor, and upon expiration or termination of
this Agreement and the license granted by it, no monetary
amount shall be assigned as attributable to any goodwill
associated with Licensee's use of the Marks.
6. Patent Matters.
(a) Patent Prosecution. Upon the request, and at the expense of
Licensee, Licensor shall file and prosecute patent applications and
maintain patents in the Territory relating to the Licensed
Technology or any improvements made by Licensor.
(b) Notice of Infringement. If Licensee becomes aware of any product or
activity of any third party that involves infringement or violation
of any Licensor patent or other proprietary right in the Territory,
then Licensee shall promptly notify Licensor in writing of such
infringement or violation. To the extent that it has the right to
do so, Licensee may take such legal action as it shall deem
necessary to protect its interest against an infringement or
violation. Licensor may in its discretion take or not take
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whatever action it believes is appropriate; if either party elects
to take action to protect its interest in a patent, the other will
fully cooperate therewith.
7. Confidentiality.
(a) Confidential Information. The parties acknowledge that they, their
subsidiaries and affiliated companies are the owners of valuable
trade secrets and other confidential information ("Confidential
Information") and that they also from time to time obtain
Confidential Information from others under license Agreements.
(b) Non-Disclosure. All Confidential Information disclosed by one party
to the other party in connection with this Agreement shall remain
the property of and be deemed proprietary to the disclosing party.
The receiving party agrees to receive Confidential Information in
strict confidence, to hold Confidential Information solely and
exclusively in accordance with the terms of this Agreement.
Notwithstanding the preceding, no party to this Agreement shall be
liable for disclosure or use of Confidential Information if the
Confidential Information was properly in the public domain at the
time it was disclosed or is publicly released in response to a
subpoena, court order or other legal process.
(c) Other Information. Each of the parties undertakes to treat also in
strict confidence any other information relating to the business or
other activities of the other party, the implementation of this
Agreement or to any internal matters relating to the fulfillment of
this Agreement, regardless of whether such information came to their
knowledge before or in the course of or in connection with the
contractual relationship under this Agreement, except if such
information is generally known and has not become generally known
through a breach of this covenant.
(d) The obligation to maintain confidentiality shall continue to apply
after this Agreement has come to an end.
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8. Termination for Breach.
(a) By Licensee. If Licensor is at any time in material breach of this
Agreement, Licensee may give written notice of the breach. If
Licensor has not cured the breach within 30 days, Licensee may
terminate this Agreement; provided that, if the breach is not
susceptible of cure within 30 days, Licensee may not terminate as
long as Licensor is diligently pursuing a cure. Upon the effective
date of any such termination, Licensee shall return all
Licensor-owned equipment and software to Licensor at Licensor's
expense. In addition, Licensor shall repay a percentage of the
Initial License Fee. This percentage shall be equal to 50% if the
material breach occurs during the first year of the term, 40% if in
the second, 30% if in the third, 20% if in the fourth, 10% if in the
fifth, and zero thereafter.
(b) By Licensor. If Licensee is at any time in material breach of this
Agreement, Licensor may give written notice of the breach. If
Licensee has not cured the breach within 30 days, Licensor may
terminate this agreement; provided that, if the breach is not
susceptible of cure within 30 days, Licensor may not terminate as
long as Licensee is diligently pursuing a cure. Upon the effective
date of any such termination, Licensee shall return all
Licensor-owned equipment and software at Licensee's expense.
(c) Expenses. In the event of termination for breach, the terminated
party shall also pay to the other party all reasonable expenses
incurred by the party in connection with the enforcement of any of
that party's rights hereunder, including necessary attorney's fees.
9. Dispute Resolution.
All disputes arising under or in connection with this Agreement including
its validity shall be finally settled by an Arbitration Tribunal according
to the Arbitration Agreement attached thereto as Appendix F without
recourse to the ordinary courts of law. The Arbitration Tribunal shall
apply the laws of the Federal Republic of German, without regard to its
rules governing choice of law.
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10. Warranties.
(a) Warranty for Licensed Software. Licensor warrants that the Licensed
Technology will permit the operation of the CyberCash Services in
the Territory in accordance with the Functional Requirements
Specification (Appendix B).
(b) Other Corrections. The correction of any software errors and/or
malfunctions which are not covered by Licensor's warranty, i.e.
caused by improper use by the Licensee (or through the intervention
of third parties or owing to force majeure) shall be provided by
Licensor against an additional fee which will be calculated
according to Licensor's generally applied hourly rates.
(c) Guarantee of rights of use. The Licensor guarantees that it is
entitled to grant the Licensee the rights of use transferred under
this Agreement.
11. Liability.
(a) Liability of Licensor. Licensor shall not be liable by reason of
any act or omission of Licensee in the performance of its business,
or for any claim or judgment arising therefrom against Licensee.
(b) Liability of Licensee. Licensee shall not be liable by reason of
any act or omission of Licensor in the performance of its business,
or for any claim or judgement arising therefrom against Licensor.
12. Patent, Copyright and Trademark Indemnity.
(a) Indemnification by Licensor. Subject to the provisions of this
Section 12, Licensor shall at its expense, defend any action against
Licensee to the extent such action is based on a claim that the use
of the Licensed Technology or a component of the Licensed Technology
as contemplated in this Agreement infringes a patent, copyright,
trademark or other intellectual property right, and Licensor shall
pay those damages or costs awarded against Licensee notifies
Licensor promptly in writing of such action, Licensee gives Licensor
sole control of the defense thereof (and any negotiations for
settlement or compromise thereof as far as legally
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possible), and Licensee cooperates in the defense thereof at
Licensor's expense. If Licensed Technology or any component of the
Licensed Technology becomes, or in Licensor's opinion is likely to
become, the subject of a claim of infringement, then Licensee shall
permit Licensor, at its option and expense, including all costs and
expenses of Licensee either to (i) procure for Licensee the right to
continue using the Licensed Technology or the infringing component
of the Licensed Technology or (ii) replace or modify Licensed
Technology or the infringing component of the Licensed Technology so
that it becomes noninfringing. Licensee shall not incur any costs
of expenses for the account of Licensor under or pursuant to this
Section 12 (a) without Licensor's prior written consent.
(b) Claims Based on Misuse or Modification. Licensor shall have no
obligation to defend any action against Licensee to the extent such
action is based upon a claim of infringement arising from (i) the
use of the Licensed Technology or a component of the Licensed
Technology by Licensee in a manner other than as specified or
permitted by Licensor, (ii) the use of the Licensed Technology or a
component of the Licensed Technology by Licensee in combination with
other products, equipment, devices or software (including without
limitation any application software produced by Licensee for use
with the Licensed Technology or a component of the Licensed
Technology) not supplied by Licensor if such infringement charge
would have been avoided in the absence of such combination, or (iii)
the alteration or modification of the Licensed Technology or a
component of the Licensed Technology by Licensee (or by Licensor in
compliance with specifications provided by Licensee) if such
infringement charge would have been avoided in the absence of such
alteration or modification.
(c) Indemnification by Licensee. In the event an infringement action or
claim is brought against Licensor which is based on the conduct of
Licensee described in Section 12 (b) hereof, Licensee shall, (I) as
far as legally possible and at its own expense, defend such action
or claim and (ii) shall pay any and all damages and costs finally
awarded against Licensor in connection with such action or claim,
provided that Licensor notifies Licensee promptly, in writing, of
such action or claim, Licensor gives Licensee sole control of the
defense thereof (and any negotiations for
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settlement or compromise thereof), and Licensor cooperates in the
defense thereof, at Licensee's expense.
13. Definitions
"CyberCash Services" means the services enabling payments over the
Internet and other computer networks now operated by Licensor and its
affiliates under the Marks, together with any New Services subsequently
developed by Licensor and licensed by the Licensee in accordance with this
Agreement.
"Escrow Agent" means Xxxxxxxx Xxxxx XX, ,
Xxxxxxxxx xx Xxxx, Xxxxxxx, in its capacity as escrow agent under the
Escrow Agreement.
"Gateway Software" means a host-based software program that enables the
operator to provide the CyberCash Services to merchants and consumers. In
its current configuration, it enables the secure transport of credit card
transaction data and the processing of small-value payments under the
CyberCoin Service. It is anticipated that it will soon enable
transactions using the Secure Electronic Transactions (SET) protocol,
Version 1.0, as well as larger value payments using Licensor's
PayNowservice.
"Licensed Software" means the Gateway Software, the Wallet Software and
the Merchant Software as customized by Licensor for Licensee for use in
the Territory.
"Licensed Technology" means the inventions (whether or not patentable),
ideas, software, know-how and other proprietary trade secrets (including
the Licensed Software) owned by Licensor and used in connection with the
CyberCash Services.
"Marks" means the trademarks and service marks used by Licensor now or
during the term of this Agreement in connection with marketing and
delivering the CyberCash Services. As of the date of this Agreement, the
Marks include the service marks, "CyberCash", "CyberCoin", "PayNow", and
the logo representing CyberCash set forth on Appendix E to this Agreement.
"Merchant Software" means a host-based software program designed to be
used by Internet merchants (or hosting services acting on behalf of
Internet merchants) to accept payments using the CyberCash Services.
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"New Services" shall mean services enabling the use of payment instruments
other than: (1) Deutsch Xxxx CyberCoin, (2) electronic direct debit
("EDD"), and (3) SET Version 1.0, which are described in Appendix B.
"Software Upgrade" shall mean a modification of the Licensed Software made
for the purpose of correcting errors or defects, conforming to changes in
operating systems, making minor changes in functionality to conform to
government regulation, or otherwise making minor improvements that do not
affect the core functionality as specified in Appendix B.
"Territory" means the Federal Republic of Germany.
"Wallet Software" means client-based software designed to permit consumers
to make purchases over the Internet using the CyberCash Services.
14. Miscellaneous Provisions.
(a) Notices. All notices, consents, requests and other communications
hereunder shall be in writing and shall be deemed to have been duly
given when (a) delivered by hand, (b) sent by telecopier (with
receipt confirmed), provided that a copy is sent in the manner
provided in clause (c), or (c) when received by the addressee, in
each case to the appropriate addresses and telecopier numbers set
forth below (or to such other addresses and telecopier numbers as a
party may designate as to itself by notice to the other parties):
If to Licensee:
CyberCash GmbH
Xxxxxx-Xxxxx-Xxxxx 0
00000 Xxxxxxxxx
Telecopier No.: 496926312403
Attention:
Xxxxxxx Xxxxxx
00
00
XX XX XXX
Xxxxxxxxx. 00
00000 Xxxxxxxxx
If to Licensor:
0000 Xxxxxx Xxxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Telecopier No.: (000) 000-0000
Attention: Xxxxx X. Xxxxxx
(c) Assignment. All of the terms and provisions of this Agreement shall
be binding upon and inure to the benefit of and be enforceable by
the parties hereto and their respective successors and permitted
assigns. This Agreement shall not be assignable or transferable by
either party hereto without the prior written consent of the other
party hereto; provided that Licensor may assign the benefits of this
Agreement to CyberCash, C.V., or another wholly-owned affiliate of
Licensor
(d) Entire Agreement; Amendment. This Agreement with the annexed
Exhibits and Schedules sets forth the entire understanding between
the parties relating to the subject matter contained herein and
merges all prior discussions between them. No amendment to this
Agreement shall be effective unless it is in writing and executed by
the parties hereto.
(e) Severability. Any term or provision of this Agreement which is
invalid or unenforceable will be ineffective to the extent of such
invalidity or unenforceability without rendering invalid or
unenforceable the remaining rights of the person intended to be
benefited by such provision or any other provisions of this
Agreement. The invalid term or provision shall be replaced by a
valid provision, the economic sense of which shall be as close as
possible to the invalid provision. The Agreement is governed by the
law of the Federal Republic of Germany, without regard to its rules
governing choice of law.
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(f) No Waiver. The failure of a party to insist upon strict adherence
to any term of this Agreement on any occasion shall not be
considered a waiver or deprive that party of the right thereafter to
insist upon strict adherence to that term or any other term of this
Agreement. Any waiver must be in writing.
IN WITNESS WHEREOF, the parties hereto have caused this Technology License and
Maintenance Agreement to be duly executed, as of the date first above written.
CYBERCASH, INC.
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
Date: 18 December 1997
CyberCash GmbH
By: /s/ Xxxxxxx Xxxxx
--------------------------------
Name: Xxxxxxx Xxxxx
Title: Ab Geschaftsfuhrer
Date: 17.12.1997
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
Title: Geschaftsfuhrer
Date: 18.12.1997
