Exhibit 10.2 - Collaboration Agreement
COLLABORATION AGREEMENT
THIS COLLABORATION AGREEMENT is made and entered as of July, 2004 by and
between:
(1) ACTIVEPOINT LTD., a company incorporated under the laws of the State of
Israel, Co. no. 00-000000-0, having its registered offices at 00 Xxxxxxx
Xxxxxx Street, Xxxxx Xxxxxxxxxx Xxxx, Xxxxxxx Xxxxx 00000, Xxxxxx
("ACTIVEPOINT"); and
(2) WWAP, a company incorporated under the laws of the State of Delaware,
having its registered office at, 00 Xxxxxxx Xxxxxx Street, Xxxxx
Xxxxxxxxxx Xxxx, Xxxxxxx Xxxxx 00000, Xxxxxx ("WWAP").
WHEREAS: ActivePoint is engaged in the business related to the development,
design, manufacture, sale and/or service of the certain proprietary
products; and,
WHEREAS: WWAP is engaged in the marketing and distributing of technology
products and is further engaged in the funding of research and
development of technology and products related thereto; and,
WHEREAS: WWAP desires to license from ActivePoint, consistent with
obligations and undertakings imposed on ActivePoint by local laws
and regulations under research and development programs of the State
of Israel, an exclusive and perpetual right to use ActivePoint's
products and to fund the research and development efforts managed by
ActivePoint and obtain ownership of new technology and/or products
as developed by ActivePoint.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
1. INTERPRETATION
1.1 Capitalized terms shall have, in this Agreement, the meanings as
detailed alongside them as follows:
"AFFILIATE" or "AFFILIATE" means with respect to any Person, any
other Person that, directly or indirectly, controls or is controlled
by or is under common control with such Person. As used in this
definition of "Affiliate" the term "control" and any derivatives
thereof mean the possession, directly or indirectly, of more than
50% of the voting rights or the rights to appoint directors, whether
through ownership of voting securities, by contract or otherwise.
"BUSINESS DAY" means any day, other than a Friday, Saturday, Sunday
or a legal holiday in Israel or the U.S.
"CONFIDENTIAL INFORMATION" means technical information, future
plans, projected and historical sales, marketing, costs, production,
growth and distribution, any customer lists, customer information,
information relating to governmental relations and any other
information, whether in human readable form or otherwise, that
concerns or relates to any aspect of the business of the Disclosing
Party (as defined hereunder) or for any reason is treated by the
Disclosing Party as confidential.
1
Exhibit 10.2 - Collaboration Agreement
"INTELLECTUAL PROPERTY" means all intangible legal rights, titles
and interest, attached to and/or embodied in: (i) any and all
patents (whether utility or design patens), patent applications
(whether pending or not), and patent disclosures, together with all
reissuances, continuations, continuations-in-part, revisions,
extensions, and reexaminations thereof; (ii) all trademarks, service
marks, trade dress, designs, trade styles, logos, trade names, and
corporate names, together with all translations, adaptations,
derivations and combinations thereof, and all applications
registrations and renewals in connection therewith; (iii) all
copyrightable works, copyrights (including DROIT MORAL) whether
registered or not, and all applications and renewals in connection
therewith; (iv) all mask works, and all applications, registrations
and renewals in connection therewith; (v) all trade secrets and
Confidential Information; and (vi) all other proprietary rights,
industrial rights, commercial rights and any other similar rights,
in each case on a world wide basis, and all copies and tangible
embodiments thereof (in whatever form or medium).
"LICENSED INTELLECTUAL PROPERTY" means Intellectual Property owned
by ActivePoint on the Effective Date, as detailed in EXHIBIT A
hereto.
"LICENSED PRODUCTS" means products (including components thereof)
embodying or covered by the Licensed Intellectual Property, listed
in EXHIBIT A hereto.
"NEW INTELLECTUAL PROPERTY" means Intellectual Property which is
embodied in or covering the New Technology.
"PERSON" means an individual, partnership, corporation, limited
liability company, joint venture, unincorporated organization,
cooperative or a governmental entity or agency thereof.
"PRODUCTS" means the Licensed Products as well as Products developed
according to the provisions of this Agreement and Products sold by
WWAP based on the Licensed Intellectual Property and the New
Intellectual Property.
"SECURITY INTEREST" means and includes any interest or equity of any
Person (including any right to acquire, option, or right
ofpre-emption) or any mortgage, charge, pledge, lien, or assignment,
or any other encumbrance or security interest or arrangement of
whatsoever nature over or in the relevant property.
1.2 Unless the context otherwise requires, words denoting the singular
shall include the plural and vice versa.
1.3 The preamble to this Agreement and its Schedules are incorporated
herein by reference and made a part hereof.
1.4 The section headings contained in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
2. LICENSE
2.1 Subject to the obligations imposed on ActivePoint by local laws and
regulations under research and development programs of the State of
Israel, ActivePoint hereby grants to
2
Exhibit 10.2 - Collaboration Agreement
WWAP an exclusive, perpetual and transferable right and license to
use or exploit in any part of the world and in any manner that WWAP
deems desirable, the Licensed Intellectual Property and the Licensed
Products ("LICENSE"), including but not limited to:
2.1.1 To use the Licensed Intellectual Property and Licensed
Products;
2.1.2 To develop, make, have made, assemble or have assembled the
Licensed Products or any other Products and further to sell,
license, use, lease or otherwise dispose of and, if
applicable, service such Licensed Products and other Products;
and
2.1.3 To incorporate the software components of the Licensed
Products ("LICENSED SOFTWARE"), including the right to copy
and modify the Licensed Software and to make or have made
derivative works of the Licensed Software.
2.2 ActivePoint will not license or otherwise grant any right in or to
the Licensed Intellectual Property and the Licenses Products, unless
WWAP provides prior written approval to such, at its sole
discretion.
2.3 The rights and License granted hereunder to WWAP shall be construed
as broadly as possible, without any reservations, limitations,
exclusions or waivers whatsoever.
3. ROYALTIES AND PAYMENT TERMS
3.1 In consideration for the License, WWAP will pay to ActivePoint a
royalty of 65% out of all Proceeds (as defined hereunder) received
by WWAP from all Licensed Products sold, licensed, leased or
otherwise disposed of, and of all services performed with respect to
the Licensed Products ("ROYALTY"). Upon expiration of a period of
eighteen (18) months after the Effective Date, the parties shall in
good faith reconsider and revaluate the Royalty percentage rate, and
shall conduct good faith negotiations in order to adjust the Royalty
percentage rate, if so agreed.
3.2 Licensed Products shall be considered to have been "sold" upon
receipt by WWAP of the full consideration for the sale of the
Licensed Products. Licensed Products shall be considered as having
been "otherwise disposed of" upon receipt by WWAP of the full
consideration from any: (1) lease or loan to third parties; (2)
barter or exchange with third parties for goods or services; (3)
sold after having been incorporated into assemblies or other
equipment, or (4) otherwise transferred to third parties.
3.3 "Proceeds" means WWAP's total income from the sale of license of the
Licensed Products or for services utilizing the Licensed
Intellectual Property that are rendered in relation to the Licensed
Products.
Where Licensed Products are "otherwise disposed of", Proceeds shall
be deemed to be the price at which similar products have been or
would be freely sold in the open market to a non-affiliated or
non-associated company in the ordinary course of business, taking
into account the time and quantity of products sold.
3.4 WWAP will make written reports on a quarterly basis within thirty
(30) days after each successive January 1st, April 1st, July 1st and
October 1st occurring after the Effective Date. Each report shall
state the quantity, description and aggregate Proceeds of the
3
Exhibit 10.2 - Collaboration Agreement
Licensed Products and services sold during the reporting period and
shall include a computation of the amount due to ActivePoint under
the provisions of Section 3.1 above.
3.5 Royalties payable under Section 3.1 above shall be paid by WWAP
concurrently with each Report, by wire transfer to a bank account
specified by ActivePoint, out of amount actually received and
collected by WWAP. The Royalties shall be calculated and converted
into U.S. dollars at the official selling exchange rate in effect on
the date of issuance of the report.
3.6 If Royalty payments due from WWAP are delayed beyond the due date
thereof for any reason, WWAP shall pay to ActivePoint interest on
such delayed payment for the period from such due date until the
date payment is actually made to ActivePoint at a rate of LIBOR + 5%
per annum.
3.7 WWAP may deduct income withholding taxes imposed by relevant
governmental authorities on payments made hereunder. WWAP will
provide ActivePoint with copies of all relevant receipts for such
taxes it deducts, ensuring that the amounts actually received by
ActivePoint plus said tax receipts equal the total amounts payable
to ActivePoint.
3.8 WWAP further agrees to permit its applicable records to be examined
from time to time by an auditor appointed by ActivePoint and
acceptable to WWAP, to verify the accuracy of the reports provided
by WWAP to ActivePoint and the amounts due and payable hereunder.
Such examination shall be at the expense of ActivePoint, except that
WWAP shall reimburse ActivePoint for such expense if the examination
reveals that the amounts paid to ActivePoint are less than 90% of
what is due and owing to ActivePoint. WWAP undertakes to keep such
Reports for six (6) years from issuance and to keep other related
records in sufficient detail to substantiate all royalties payable
hereunder.
4. NEW TECHNOLOGY
4.1 Subject to the provisions included herein, ActivePoint shall design,
develop and implement new technology as may be requested from time
to time by WWAP ("NEW TECHNOLOGY"). No New Technology shall be
created and/or implemented by ActivePoint other than pursuant to
this Agreement.
4.2 WWAP shall provide ActivePoint from time to time with service orders
per each New Technology requested pursuant to this Agreement,
including the initial idea and functional requirements for each such
task, an estimated budget for such a task, a description of the work
requested from ActivePoint, an estimated timetable for completion of
such task and any other details that are required with regard
thereto.
4.3 All New Technology shall be developed in accordance with
specifications as shall be agreed to by the parties hereto and shall
be delivered to WWAP within the time frame determined by the parties
by mutual agreement. Changes to the agreed specifications or in
connection with any other aspect of the developmental work
hereunder, shall be made by mutual agreement. Such agreement shall
be reached by way of good faith negotiations between the parties.
4
Exhibit 10.2 - Collaboration Agreement
4.4 In consideration for ActivePoint's performance hereunder, WWAP will
make payment to ActivePoint based on full reimbursement to
ActivePoint of all costs and expenses incurred by ActivePoint in
order to provide the aforesaid services + 10%.
4.5 ActivePoint undertakes to maintain proper records in respect of its
performance hereunder, sufficient to support any charges to WWAP for
any work performed under this Agreement and to make such records
available to WWAP during normal business hours.
4.6 ActivePoint shall promptly and fully disclose to WWAP any New
Technology together with all pertinent facts relating thereto as may
be known and accessible to ActivePoint. Additionally, ActivePoint
shall document the development of New Technology, including periodic
and contemporaneous records in whatever media, detailed technical
descriptions of the New Technology and witnessed and dated printed
copies of computer programs indicating the developers' names and a
description of the New Technology. All documentation shall comply
with WWAP's requirements as may be modified from time to time.
ActivePoint shall provide WWAP with such documentation upon delivery
of the New Technology or upon WWAP's request.
4.7 ActivePoint shall be readily available to update WWAP on the
development of the New Technology and more particularly to discuss
the nature of all work done by ActivePoint with respect thereto.
4.8 Contract labour and other third party assistance may be used by
ActivePoint to develop the New Technology only if:
4.8.1 ActivePoint and such third party have executed a valid
non-disclosure agreement which names WWAP as the beneficiary
of the third party's obligations thereunder; and
4.8.2 The third party assigns all of his or its interest, rights and
ownership in the New-Technology and any Intellectual Property
Rights embodied therein to WWAP, such that WWAP would be able
to give effect to the provisions of Section 4.11 below.
4.9 All New Technology developed by ActivePoint under this Agreement
including work in progress, prototypes and the like shall be the
sole and exclusive property of WWAP.
4.10 WWAP shall own any and all Intellectual Property embodied in the New
Technology, whether or not the New Technology is patentable,
copyrightable or susceptible to any other form of legal protection.
ActivePoint agrees that all copyrightable works of authorship
created or prepared by ActivePoint's employees shall be deemed works
made for hire to the benefit of WWAP.
4.11 ActivePoint hereby assigns and agrees to assign to WWAP all right,
title and interest in and to the New Technology, on a world wide
basis, including the full and exclusive right to file and prosecute
and own all applications for patents, copyright registration, design
registration or other Intellectual Property protection covering the
New Technology, together with the right of priority and all other
rights under any and all international agreements which may be
applicable.
5
Exhibit 10.2 - Collaboration Agreement
4.12 ActivePoint shall assist WWAP and cause every person or entity
involved in the development of the New Technology to assist WWAP to
obtain, maintain and protect the rights of WWAP its nominees and
assignees in the New Technology.
4.13 ActivePoint warrants:
4.13.1 that to the best of its then existing knowledge neither
WWAP's nor ActivePoint's use nor sale of the New Technology or
any product embodying the New Technology will constitute an
infringement or violation of any Intellectual Property of any
third party; and,
4.13.2 that the tasks and services performed under this Agreement
shall be performed in a good and workmanlike manner in
accordance with any established professional standards for
such tasks and services, and with the best practices in
ActivePoint's industry, and that the tasks and services and
any reports, drawings, advice or other products of the tasks
and services shall comply with all applicable laws,
regulations, codes and ordinances.
In the event of any failure by ActivePoint to comply with the
warranties of this Section 4.14, then in addition to exercising any
of WWAP's other rights and remedies under this Agreement or
otherwise at law, and at no additional expense to WWAP, WWAP may
require that ActivePoint: (i) replaces infringing items with a non
infringing equivalent or part thereof of equal performance and
quality; (ii) modify the infringing items so that they become non
infringing, or (iii) perform all necessary tasks and services in
accordance to the time frame agreed to by the parties such that
ActivePoint may provide a product which conforms to the criteria
agreed to by the parties.
5. DISCLOSURE OF TECHNICAL INFORMATION, ASSISTANCE AND TRAINING
5.1 From time to time, and in any event promptly upon request from WWAP,
ActivePoint shall disclose to WWAP any of its technical information,
including any improvements thereto ("TECHNICAL INFORMATION").
Technical Information shall be furnished in the English language and
otherwise in form and system of measurements in which it is
available to ActivePoint at the time of disclosure.
5.2 On WWAP's request, ActivePoint shall provide WWAP with technical
assistance, training and support, including sending of technical
specialists to WWAP's facilities and there making available to
WWAP's employees technical assistance relating to the Technical
Information and the Products, free of any additional charge, except
that any travel and lodging expenses related thereto shall be borne
by ActivePoint and reimbursed by WWAP.
5.3 ActivePoint shall use all reasonable efforts to provide WWAP with
any technical support, training and assistance, as requested by WWAP
from time to time.
6. REPRESENTATIONS AND WARRANTIES
The parties hereto each represent and warrant as follows:
6
Exhibit 10.2 - Collaboration Agreement
6.1 Each party is duly organized and validly existing under the laws of
the state of its incorporation. Each party has all requisite
corporate power and authority to carry on its business as currently
conducted and to own its properties.
6.2 Each party has at all times carried on its business and affairs in
all material respects in accordance with its organizational
documents, and has been granted and there are now in force all
necessary approvals, consents and licenses for the carrying on of
its business in the places and in the manner in which it is now
carried on or proposed to be carried on. Each party is not aware of
any circumstances which evidence or indicate that any such
approvals, consents or licenses are likely to be suspended,
cancelled or revoked or not renewed in the ordinary course.
6.3 Each party has conducted its business in all material respects in
accordance with all applicable laws and regulations of the countries
in which it has conducted its business and there is no violation or
default with respect to any statute, regulation, order, decree, or
judgment of any court or any governmental agency which could have an
adverse effect upon such party's business.
6.4 Except as set forth in SCHEDULE 6.4, attached hereto, there is no
outstanding or, to the best of such party's knowledge, threatened
order, writ, injunction, or decree of any court, governmental agency
or arbitration tribunal against such party affecting, involving or
relating to such party or its business.
6.5 Each party has all requisite power and authority to execute,
deliver, and perform this Agreement. This Agreement is the legal,
valid, and binding obligation of such party, and is enforceable as
to such party in accordance with its terms.
6.6 All necessary corporate proceedings of each party have been duly
taken to authorize the execution, delivery, and performance of this
Agreement.
6.7 No approval, authorization, consent, permission or waiver to or
from, or notice, filing or recording to or with, any person or
governmental authority is necessary for the execution, delivery and
performance of this Agreement.
6.8 Compliance with the terms of this Agreement will not constitute a
breach of any contract to which any of the parties is a party, will
not cause such party to lose any interest in or the benefit of any
asset, right, license or privilege it presently owns or enjoys, will
not result in any present or future indebtedness of such party
becoming due prior to its stated maturity and will not give rise to
or cause to become exercisable any option or right of pre-emption.
6.9 ActivePoint represents and warrants as follows:
6.9.1 ActivePoint has good, valid, subsisting, unexpired and
enforceable title to, free and clear of all Security
Interests, or otherwise possesses adequate and exclusive
rights to use, all of the Licensed Intellectual Property.
6.9.2 ActivePoint has taken and will take reasonable security
measures, including measures against unauthorized disclosure,
to protect the secrecy, confidentiality, and value of its
trade secrets and other Technical Information. No employee,
director or
7
Exhibit 10.2 - Collaboration Agreement
shareholder of ActivePoint or former employer of any such
employee, director or shareholder of ActivePoint has any
rights to processes, systems and techniques used or
contemplated to be used by ActivePoint.
6.9.3 To the best of ActivePoint's knowledge, The Licensed
Intellectual Property has not infringed and will not infringe
upon any intellectual property rights of others and the use of
such Licensed Intellectual Property will not constitute an
infringement, misappropriation or misuse of any intellectual
property rights of any third party. No person has the right to
assert any claim regarding the use of, or challenging or
questioning ActivePoint's right or title in any of the
Licensed Intellectual Property.
6.9.4 To the best of ActivePoint's knowledge, no third party has
infringed upon any intellectual property rights of
ActivePoint.
6.9.5 There are no outstanding options, licenses or agreements of
any kind relating to the Licensed Intellectual Property, nor
is ActivePoint bound by or a party to any options, licenses or
agreements of any kind with respect to the Licensed
Intellectual Property. ActivePoint has not granted,
transferred, or assigned any ownership right, title or
interest in the Licensed Intellectual Property to any Person.
7. INDEMNIFICATION
Each party ("INDEMNIFYING PARTY") shall indemnify, defend, and hold
harmless the other party hereto and its respective successors and assigns
and the directors, officers, employees, and agents ("INDEMNIFIED PARTY"),
from and against any and all demands, claims, actions, or causes of
action, assessments, losses, damages, liabilities, costs, and expenses,
including reasonable fees and expenses of counsel, other expenses of
investigation, handling, and litigation, and settlement amounts, together
with interest and penalties (collectively, a "LOSS" or "LOSSES"), asserted
against, resulting to, imposed upon, or incurred by such Indemnified
Party, directly or indirectly, by reason of, resulting from, or arising in
connection with any breach, falsity, omission or failure of any of the
representations, warranties, undertakings or covenants of the Indemnifying
Party contained herein, PROVIDED THAT, the Indemnified Party: (i) promptly
informs the Indemnifying Party of such claim; (ii) allows the Indemnifying
Party to assume the defense of such claim; and (iii) provides the
Indemnifying Party the required assistance in the defense of such claim,
at the Indemnifying Party's expense.
8. CONFIDENTIALITY AND NON COMPETITION
8.1 Any party receiving Confidential Information licensed or disclosed
hereunder ("RECEIVING PARTY"), shall, and shall use its best efforts
to cause its respective personnel and agents to, hold in strict
confidence, not disclose to any Person and not use in any manner
whatsoever without any Confidential Information disclosed by the
party disclosing the Confidential Information ("DISCLOSING PARTY"),
without the prior written consent of the Disclosing Party, except:
(1) to the extent that such Confidential Information is disclosed in
accordance with the provisions of this Agreement and for the
purposes specified herein, in which case Receiving Party shall take
reasonable care to limit further use and disclosure for the
authorized purpose, (2) to the extent such confidential Information
becomes part of the public domain other than as a result of a breach
of an obligation to the Disclosing Party not
8
Exhibit 10.2 - Collaboration Agreement
to disclose such Confidential Information, or (3) under operation of
law; provided, however, that immediately upon the requirement to
disclose Confidential Information the Receiving Party shall provide
an urgent notice to the Disclosing Party detailing the nature and
purpose of such disclosure and provide all reasonable assistance to
enable Disclosing Party to seek and obtain a protective order
against such disclosure.
8.2 ActivePoint agrees that as of the Effective Date and until the
expiry of a term of 18 months after this Agreement is terminated
pursuant to Section 9 below, it shall not anywhere in the world,
directly or indirectly (i) own, invest in, assist in the development
of, or have any management role in, any firm, corporation, business
or other organization or enterprise engaged, directly or indirectly
competing with WWAP's activities related to the Licensed Products,
Licensed Intellectual Property and any Products, (ii) solicit for
employment any employee of WWAP or any body controlled by WWAP, or
(iii) interfere with, disrupt or attempt to disrupt the relationship
between WWAP or any of its Affiliates, on the one hand, and any of
their respective employees, customers or suppliers, on the other
hand. If any court determines that the restrictive covenant set
forth in this Section 8.2, or any part of such covenant, is
unenforceable because of the duration of such provision or the area
covered thereby, such court shall have the power to reduce the
duration or area of such provision and, in its reduced form, such
provision shall then be enforceable and shall be enforced.
9. TERM AND TERMINATION
9.1 This Agreement shall be effective as of the date hereof and receipt
of any approvals required by law, including from any governmental
authorities ("EFFECTIVE DATE"). If any required approvals would have
not been obtained within 6 months after the execution of this
Agreement, either party shall have the right, exercisable thereafter
at any time prior to receipt of such approval, to terminate this
Agreement by prior written notice to the other party.
9.2 This Agreement may be terminated by either party by written notice
to the other party stating the reasons therefore if:
9.2.1 Such termination is necessary to comply with any order, decree
or request of any authorized governmental authority or of any
court, department or agency thereof; or,
9.2.2 The other party fails or is unable to is perform any material
obligation or undertaking to be performed by it under this
Agreement, or violates any of the rights granted to it under
this Agreement, and the default, inability or violation is not
corrected within sixty (60) days after notice specifying the
nature thereof and referring to this Section 9.2 is received
by such breaching party.
9.3 All transfers of Intellectual Property, technical information and
software from ActivePoint to WWAP under this Agreement, and the
License and any other licenses granted to WWAP hereunder, are
perpetual and irrevocable, regardless of termination.
9
Exhibit 10.2 - Collaboration Agreement
9.4 The following Sections shall survive termination of this Agreement
for any reason whatsoever: 7, 8, reports, 10.
10. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the
laws of the State of Israel, without giving effect to its conflict of law
provision, and the courts of the Tel Aviv and Central Districts of the
State of Israel shall have sole jurisdiction over any conflict and/or
dispute arising out of, or in connection with, this Agreement.
11. MISCELLANEOUS
11.1 This Agreement shall not confer any rights or remedies upon any
Person other than the parties hereto and their respective successors
and permitted assigns.
11.2 This Agreement constitutes the entire agreement among the parties
hereto and supersedes any prior understandings, agreements or
representations by or among the parties hereto, written or oral, to
the extent they related in any way to the subject matter hereof.
11.3 This Agreement shall be binding upon and inure to the benefit of the
parties named herein and their respective successors and permitted
assigns. Subject to the provisions of this Agreement no party may
assign either this Agreement or any of his or its rights, interests,
or obligations hereunder without the prior written approval of the
other parties hereto; provided, however, that WWAP may (i) assign
any or all of its rights and interests hereunder to one or more of
its Affiliates and (ii) designate one or more of its Affiliates to
perform its obligations hereunder (in any or all of which cases WWAP
nonetheless shall remain responsible for the performance of all of
its obligations hereunder) and (b) WWAP may create a Security
Interest upon its rights and interest hereunder in favour of a
financing institution.
11.4 This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together will
constitute one and the same instrument.
11.5 All notices, requests, demands, claims, and other communications
hereunder will be in writing. Any notice, request, demand, claim or
other communication hereunder shall be deemed duly given (a) on the
date of delivery, if personally delivered, (b) 5 Business Days after
it is sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended recipient
as set forth above, (c) if sent by fax or e-mail - on the date sent,
provided that evidence of its receipt is shown. Any party may change
the address to which notices, requests, demands, claims, and other
communications hereunder are to be delivered by giving the other
parties notice in the manner herein set forth.
11.6 No amendment of any provision of this Agreement shall be valid
unless the same shall be in writing and signed by both parties. No
waiver by any party of any default, misrepresentation or breach of
warranty or covenant hereunder, whether intentional or not, shall be
deemed to extend to any prior or subsequent default,
misrepresentation or breach of warranty or covenant hereunder or
affect in any way any rights arising of any prior or subsequent such
occurrence.
10
Exhibit 10.2 - Collaboration Agreement
11.7 Any term or provision of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or
provision in any other situation or in any other jurisdiction.
11.8 Each of the parties to this Agreement shall bear his or its own
costs and expenses (including legal fees and expenses).
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the
date set forth above.
ACTIVEPOINT LTD. WWAP
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxxx
---------------- --------------
Title: Business Development Title: President
11
