AMENDMENT II to the SOFTWARE LICENSE AGREEMENT DATED DECEMBER 22, 2000 BETWEEN COMMUNICATION INTELLIGENCE CORPORATION (“CIC”) AND E-COM PYT LTD. (“Licensee”) (the “Agreement”)
AMENDMENT
II
to
the
SOFTWARE
LICENSE AGREEMENT DATED DECEMBER 22, 2000 BETWEEN COMMUNICATION INTELLIGENCE
CORPORATION (“CIC”)
AND
E-COM
PYT LTD. (“Licensee”)
(the
“Agreement”)
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A.
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This
Amendment II shall be effective May 31, 2005 (the “Effective Date”).
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B.
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Amendment
I to the Agreement defines Licensee’s Territory (the “Territory”) as the
ASEAN Region, such designation is further defined therein to encompass
the
countries of: Brunei Darussalam, Cambodia, Indonesia, Laos, Malaysia,
Myanmar, Philippines, Singapore, Thailand, Vietnam, Australia and
New
Zealand and includes CIC’s agreement not to appoint any other resellers
within the ASEAN Region as so defined.
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C.
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The
Territory is hereby expanded so as to include the People’s Republic of
China (the “China Region”) and CIC agrees not to appoint any other
resellers within the China Region.
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D.
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This
Amendment II shall apply to the current versions of the following
products: Sign-it for Word, Sign-it for AutoCAD, Sign-it for Acrobat,
iSign, and SignatureOne.
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E.
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The
initial term of this Amendment II shall be two years from the Effective
Date hereof. Licensee’s right to be the exclusive reseller within the
China Region will be reviewed based upon mutually agreed upon performance
metrics, applicable to the second year of the initial term, set at
or
prior to the end of the first year of the initial term. The right
to be
the exclusive reseller will be extended to a one-year renewal term
if the
metrics are achieved. The process will be repeated each renewal term.
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F.
Pricing
to Licensee, for the China Region, shall reflect (a) the
competitive
advantage
inherent in the new unbundled feature by feature SignatureOne pricing
schedule and (b) the competitive dynamics of the China market. Overall
pricing shall be ___ -% or less of CIC’s current Standard List
Price.
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G.
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Payment
Terms:
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1.
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Upon
signing of this Amendment II Licensee shall pay to CIC a
$___________nonrefundable fee attributable to the exclusive reseller
appointment in the China Region.
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2.
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Upon
signing of this Amendment II Licensee shall pay to CIC a
$________nonrefundable license fee. Units shipped (copied) within
the
China Region shall be credited against such nonrefundable license
fee.
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3.
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Licensee
shall pay to CIC a $______quarterly minimum nonrefundable license
fee due
the first day of each of the first two quarters of the first year
of this
Amendment II, (June 1, 2005 and September 1, 2005) and a $_______quarterly
minimum nonrefundable license fee due the first day of each of the
last
two quarters of the first year of this Amendment II (December 1,
2005 and
March 1, 2006). License fees for units shipped (copied) within the
China
Region shall be credited against such nonrefundable minimum quarterly
license fees.
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4.
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Licensee
shall pay to CIC, on the first day of each quarter of the second
year of
this Amendment II, a $_________quarterly minimum nonrefundable license
fee
(June 1, 2006; September 1, 2006; December 1, 2006 and March 1, 2007).
License fees for units shipped (copied) within the China Region shall
be
credited against such nonrefundable minimum quarterly license
fees.
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H.
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Licensee
may move prepaid licenses between the ASEAN Region and the China
Region,
however, licenses acquired for the ASEAN Region and sublicensed in
the
China Region may not be credited against the license fees delineated
in
Section G above and shall not be considered toward the fulfillment
of any
minimum requirements established for the China Region.
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I.
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The
parities shall negotiate in good faith to agree upon the appropriate
level
of engineering support to be provided by CIC and the specific terms
related thereto.
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J.
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All
other terms of the Agreement, as amended, shall remain unchanged
and in
full force and effect except to the extent that they are inconsistent
with
the terms of this Amendment as applied to the subject matter hereof.
In
any such instances the terms of this Amendment shall be given priority
over the terms of the Agreement, as amended.
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Signed
for and on behalf of CIC:
Signature:
_____________________________
Printed
Name: __________________________
Title:
_________________________________
Signed
for and on behalf of eCom Asia Pacific Pty Ltd and Wholly Owned Subsidiary:
Signature:
_____________________________
Printed
Name: __________________________
Title:
_________________________________