AMENDMENT# I TO
CONSULTING SERVICES AGREEMENT
DATED OCTOBER 22,1998
BETWEEN
HEWLETT-PACKARD COMPANY
AND
XXXXXXXXX.XXX
This Amendment #1 ("Amendment #1") to that certain Consulting Services Agreement
dated October 22, 1998 by and between Hewlett-Packard Company ("HP") and
XxxxxXxxx.Xxx ("PhotoLoft") is entered into by and between HP and Licensor
effective as of February 9, 1999.
A. WHEREAS, HP and PhotoLoft entered into an agreement entitled Consulting
Services Agreement as of October 22, 1998 (the "Agreement") under which, among
other things, HP assisted PhotoLoft with the installation and integration of the
PhotoLoft OpenPix Image Print
Solution into PhotoLoft-com, upon the terms and conditions set forth in the
Agreement; and
B. WHEREAS, HP and PhotoLoft would now like to amend the Agreement upon the
terms and conditions set forth herein below;
NOW, THEREFORE, the parties agree to amend the Agreement as follows:
1. The following new Section 8.J is hereby added immediately following the
present end of Section 8 (LICENSES) of the Agreement:
8.J Notwithstanding the restrictions on sublicensing, copying or transfer
of the Software hereunder, upon Customer acceptance of a Deliverable
and receipt by HP of the associated payment in full, HP grants to
Customer a non-exclusive, non-transferable license to make and
distribute copies of that piece of Software known as "OpenPix Print
Integrator," in object code form only, to end-user customers for use
in accessing images from a computer server, provided that: (i)
Customer provide it's end-user customers with copies of the OpenPix
Print Integrator Software License Terms and Warranty Disclaimer
(attached hereto as Exhibit A); (ii) Customer reproduce all copyright
and other ------- proprietary notices in the original copy of the
OpenPix Print Integrator on any copies made under this Section, and
(iii) any distribution of OpenPix Print Integrator is made free of
charge to end-user customers.
2. Entire Agreement. This Amendment #l, together with the Agreement, sets
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forth the entire agreement between the parties with respect to the matters
set forth herein and supersedes all prior and contemporaneous discussions
or understandings between them relating thereto.
Capitalized terms used in this Amendment #1 and not defined herein shall
have the meanings set forth in the Agreement. Except as otherwise expressly
set forth herein, the Agreement and each and every provision thereof shall
remain in full force and effect.
3. Counterparts. This Amendment # 1 may be executed in counterparts, each of
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which shall be deemed an original.
IN WITNESS WHEREOF, HP and PhotoLoft have executed this Amendment #1 as of
the date first written above.
HEWLETT-PACKARD COMPANY XxxxxXxxx.xxx
By: By: /S/Xxxx Xxxxxxxx
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Print Name: Print: Xxxx Xxxxxxxx
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Title: Title: President
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