Exhibit 10.29 - July 22, 2002 Supplemental Agreement between Tengtu
International Corp. and Xxxxxxxx.xxx, Inc.
July 22, 2002
Re: Letter of Intent ("LOI") regarding Technology License and Support Services
signed on December 21, 2001, between Xxxxxxxx.xxx Inc. ("Licensor") and Tengtu
International Corp. ("Licensee"), collectively referred to as the "Parties."
SUPPLEMENTARY AGREEMENT ("SUPPLEMENTARY AGREEMENT")
WHEREAS Licensee has expressed the desire to have access to the
Source Code for the Software covered in the above-mentioned LOI; and
WHEREAS Licensor is agreeable to making such Source Code available
under certain terms and conditions;
The Parties agree as follows:
1) Definition of Source Code will be industry-accepted
definition that includes EJB and it is a computer code
(a collection of files containing computer
instructions) written in various programming languages
or formats comprised of Java code, Oracle SQL, Java
server pages, HTML, XSIT, and XML, that can be
converted into machine-readable code. This collection
of files or computer code are in ASCII form and can be
opened with various editors or NotePad.
2) The source code should be compiled correctly and after
compiled the executable code should be running
properly.
3) Licensor has agreed to deliver the Beta version of the
Software by August 9, 2002, or earlier.
4) Licensor has agreed to deliver the Final version of the
Software by September 9, 2002, or earlier.
5) Babblelab or Babblelab-type replacement shall be
delivered within a reasonable timeframe once the final
version of the Software is delivered.
6) Within 10 days of the release of the Beta version of
the Software, Licensor agrees to provide Licensee with
the available Source Code, all supporting technology
documents, and UML specifications for the Software
("Source Code"). The version of the Source Code shall
be compliant with the LOI's Schedule A.
7) Within 10 days of the release of the Final version of
the Software, Licensor agrees to provide Licensee with
the final Source Code, all final supporting technology
documents, and the final version of the UML
specifications for the Software. The final version of
the Source Code shall be compliant with the LOI's
Schedule A.
8) If Licensor makes an assignment for the benefit of
creditors, or if a petition in bankruptcy is filed
against the Licensor, or if a receiver is appointed for
Licensor, or if Licensor is unable to timely execute
and fulfill their duties and obligations in the LOI and
this supplementary agreement, then all Software
completed to date, Source Code, all supporting
technology documents, and UML specifications will be
immediately delivered to the Licensee.
9) Licensor shall provide training to Licensee's employees
that are directly involved in the Software. Training
shall include technology transfer to the Licensee and
comprehensive understanding of the Source Code. This
training shall begin upon the delivery of the Beta
version to Licensee. Further follow-up training may be
necessary upon delivery of the Final version of the
Software.
10) The products and services licensed to Licensee include
NeuraLab 1.0 (courseware authoring and content
management system). Blast-Off 1.0 (learning management
system), and Babblelabs 1.0 (Internet-driven speech
recognition system) as described in Appendix A of the
LOI ("Software").
11) The purpose of providing the Source Code is to enable
Licensee to make changes to the Software without
necessarily relying upon Licensor.
12) The Software is a custom-developed version that is
intended to address the specific needs of Licensee in
the K-12 and higher learning market ("Licensed
Learners") in the People's Republic of China
("Territory" includes Hong Kong, Macao, and Taiwan).
13) Licensee has the exclusive right to use and make
available the Software to an unlimited number of
Licensed Learners in the Territory.
14) Licensee shall not, except for its employees and
Licensed Learners in the Territory, permit any person
or organization to access or use the Software.
15) Licensee acknowledges that the Final version of
Software and Source Code as delivered are proprietary
products of Licensor and its suppliers and that
ownership thereof and of all patents, copyrights, trade
secrets, trademarks, trade names, and other proprietary
rights relating to or residing therein remain the
exclusive property of Licensor and its suppliers. All
use of such marks shall inure to Licensor's sole
benefit.
16) Licensee agrees to treat the Software and Source Code
and all copies thereof and any modifications thereto as
strictly confidential, and shall use the same care to
prevent disclosure of the Software and Source Code and
all copies thereof any modifications thereto as
Licensee uses with respect to its own confidential and
proprietary information of like importance, which shall
not be less than the care a reasonable person would use
under similar circumstances in the United States of
America and Canada.
17) Except as otherwise expressly set forth in the
Agreement, Licensee agrees not to (i) copy the Source
Code or any portion thereof except for purposes solely
in support of the permitted use, provided that Licensee
reproduces on any such copies all copyright notices and
any other confidentiality or proprietary legends that
are on or encoded in the Software, (ii) sell, assign,
distribute, lease, market, rent, sublicense, transfer,
or otherwise grants rights to the Source Code in whole
or in part to any third party in any form, (iii) except
as otherwise expressly set forth in the documentation,
obfuscate, remove, or alter any of the logos,
trademarks, Internet links, patent or copyright
notices, confidentiality or proprietary legends, or
other notices or markings that are on or in the Source
Code.
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18) The laws of Delaware will govern this Supplementary
Agreement.
19) Licensor will provide a one-year warranty period
beginning on the date of delivery of the Final version
of the Software.
20) Licensor warrants that the Software, as delivered by
Licensor, will be free of program errors and defects in
materials and workmanship. With respect to program
errors and defects in materials and workmanship
reported by Licensee to Licensor during the warranty
period, Licensor agrees to correct such program errors
and defects in materials and workmanship in a timely
manner.
21) During the warranty period, Licensor agrees to provide
general support to the Licensee. General support may
include brief questions regarding the Source code or
UML documentation.
22) Licensor warrants and agrees that they will indemnify
the Licensee against, or defend or settle any action
against the Licensee arising from a claim that the
Licensee's use of the Software infringes on valid
rights of a person or person.
IN WITNESS WHEREOF, the Parties hereto, by their duly authorized
representatives, have executed and delivered this Supplementary Agreement as of
July 22, 2002.
XXXXXXXX.XXX, INC. TENGTU INTERNATIONAL CORP.
Per: Per:
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Xxxxxxx Xxxxx, President and CEO Xxxxxxx O.S. Xxxxxxx, Chairman
July 22, 2002
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Re: Loan Agreement ("Agreement") between Xxxxxxxx.xxx, Inc. ("Borrower") and
Tengtu International Corp. ("Lender"), collectively referred to as the
"Parties."
LOAN AGREEMENT ("AGREEMENT")
WHEREAS, Borrower has expressed the desire to borrow money from the
Lender;
The Parties agree as follows:
1) Lender shall advance monies ("Loan") to Borrower, such
monies to be repayable by Borrower within six (6)
months of receipt thereof ("Receipt").
2) Loan period of six (6) months from the date of Receipt
("Loan Period").
3) Loan amount is $55,000 Canadian dollars.
4) Borrower shall pay twelve (12) percent per annum
interest on the loan principal payable on the last day
business day of each
month to Lender.
5) Lender shall own a hundred (100) percent interest in
the Software upon date of Receipt (See LOI and
Supplementary Agreement for definitions of Software),
which includes world-wide rights to license, sell,
distribute, etc. It shall be in Lender's sole
discretion to handle the Software in any way they see
fit after the Loan Period has elapsed.
6) Lender's one hundred (100) percent interest in the
Software shall revert back to Borrower upon full
payment of principal and interest within the Loan
Period.
7) If Borrower is in more than two (2) months default of
monthly interest payments ("Default"), Lender shall
have the right to demand delivery of the Software and
all applicable materials (see definition of Software in
the LOI and Supplementary Agreement).
8) Date of Receipt of Loan is July 22, 2002.
9) Laws of Ontario and/or Delaware ("Venue") shall govern
this agreement. Venue shall be at the sole discretion
of Lender.
IN WITNESS WHEREOF, the Parties hereto, by their duly authorized
representatives, have executed and delivered this Loan Agreement as of July 22,
2002.
XXXXXXXX.XXX, INC. TENGTU INTERNATIONAL CORP.
Per: Per:
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Xxxxxxx Xxxxx, President and CEO Xxxxxxx O.S. Xxxxxxx, Chairman
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