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Exhibit 10.1
AGREEMENT FOR THE SALE OF
ORIGIN(TM) PROFESSIONAL
BETWEEN
XXXXXXXXXXXX.XXX TECHNOLOGIES INC. AND THE EUREKA COMPANY
This legal Agreement, effective as at the last signature of both parties, is
between XxxxxXxxxxxx.xxx Technologies Inc., a British Columbia Company and The
Eureka Company (hereunder referred to as the "Client Company"). The agreement
describes the terms and conditions under which XxxxxXxxxxxx.xxx will provide
the right to use the Origin(TM) Pro Software to the Client Company.
1. Description of Service: Technical Support Agreement and Payment Schedule are
annexed to this Agreement as Annex A and Annex B
respectively, and constitute part of this agreement.
2. Payment: Terms of payment shall be as set to the in the
License Users in Annex B.
3. Additional Purchases: Any additional purchase of software or services
requested by the Client from XxxxxXxxxxxx.xxx but not
specified in the immediate sale shall, once confirmed
by a Client's authorized Purchase Order and accepted
by XxxxxXxxxxxx.xxx, be deemed part of this contract,
making the terms and conditions of this contract
renewable for the time specified in the Purchase
Order wherever applicable.
4. Ownership: The Client Company acknowledges that XxxxxXxxxxxx.xxx
will provide the Client Company with one Origin(TM)
Pro License and accompanying documentation. These
items will be owned by XxxxxXxxxxxx.xxx and are
protected by copyright laws, international treaty
provisions and all other applicable national laws.
The Client Company agrees to maintain Origin(TM) Pro
and the documentation in confidence. The Client
Company may not de-compile, disassemble, reverse
engineer, copy, modify, disclose, create derivative
work, or otherwise use Origin(TM) Pro and the
documentation except as stated in this agreement. The
Client is authorized to make one copy of Origin(TM)
Pro solely for backup or archival purposes, and to
transfer Origin(TM) Pro to a single hard disk
provided the client keeps the Origin(TM) Pro solely
for backup or archival purposes. The Client Company
may not copy the documentation and will not
sub-license, assign, transfer, rent, lease, publish,
display, disclose or otherwise make accessible the
license granted hereunder, Origin(TM) Pro or the
documentation, in whole or in part, to any third
party. Any attempt to sub-license, assign, transfer,
rent or lease any of the rights duties, or
obligations hereunder are void. The Client Company
acknowledges XxxxxXxxxxxx.xxx's representation that
Origin(TM) Pro and the Documentation are unique and
that XxxxxXxxxxxx.xxx is entitled to seek all legal
and equitable remedies to protect its proprietary
interests, including the right to seek injunctive
relief, and XxxxxXxxxxxx.xxx may enforce the same
against the Client Company.
5. Warranty: XxxxxXxxxxxx.xxx warrants that Origin(TM) Pro will
substantially conform to the documentation, and that
the magnetic media on which Origin(TM) Pro is
distributed and the documentation will be free from
defects in materials and workmanship under normal use
and service. XxxxxXxxxxxx.xxx further warrants that
Origin(TM) Pro does not contain "time bomb" code or
other disabling devices. XxxxxXxxxxxx.xxx will
replace defective media or documentation at no charge
provided the defective media is returned with dated
proof of payment to XxxxxXxxxxxx.xxx within 90 days
from the date of delivery. This limited warranty is
void if the failure of Origin(TM) Pro or the
Documentation has resulted from accident, abuse, or
misapplication by the Client Company. Any replacement
of
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Origin(TM) Pro or the Documentation will be
warranted for the remainder of the Origin(TM) Pro
warranty period or 30 days, whichever is longer.
XxxxxXxxxxxx.xxx does not represent or warrant
that every defect in Origin(TM) Pro or the
Documentation can and will be repaired, or that
the functions contained in Origin(TM) Pro and the
documentation will meet the Client Company's
requirements, or that the operation of Origin(TM)
Pro will be uninterrupted or error free. Except
regarding Section 18, Computer Virus Testing,
XxxxxXxxxxxx.xxx makes no other representation or
warranties express or implied, with respect to
Origin(TM) Pro and the documentation, including
their quality performance, merchantability or
fitness of a particular purpose.
6. Indemnity: The Client Company shall have the right to use the
Software for disaster recovery testing purposes at
an external third-party side, and to use the
Software in a production mode at a third-party
site should an actual disaster occur.
7. Limitation of Liability: Neither party shall be liable to the other for any
incidental of coincidental damages, under any
circumstances, including but not limited to the
loss of profit, revenue or sales, or the loss of
use of any data, even if the party had been
advised of, knew of, or should have known, of the
possibility thereof. Under no circumstances shall
XxxxxXxxxxxx.xxx's liability exceed the total
amount of charges actually paid to
XxxxxXxxxxxx.xxx by the Client Company under this
agreement.
8. Year 2000 Operability: XxxxxXxxxxxx.xxx warrants that Origin(TM) Pro
Software is capable of accommodating the Year 2000
date change without adversely affecting the
operation of the software.
9. Computer Virus Testing: XxxxxXxxxxxx.xxx warrants and represents that it
has taken all reasonable steps to test any
software and/or media supplied by it or used by it
in the performance of this agreement for computer
viruses. Based upon such testing, XxxxxXxxxxxx.xxx
warrants and represents that, to the best of its
knowledge, such software and media is free from
any computer virus at the time it is provided to
the Client Company or used in connection with any
system or software of the Client Company.
"Computer virus" is defined as a computer program
attached to or a section of code hidden within the
software or media that performs a function
unauthorized by the software's documentation and
which adversely affects the Client Company
computer and software systems.
10. Technical Support Fee: Technical Support is defined and quoted in Annex A
and will be deemed part of this contract. The
Technical Support shall be deemed in effect for
the entire period of the software license
agreement.
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This Agreement and its Annexes set forth the entire understanding of the parties
as to subject matter and may not be modified except in writing and executed by
both parties.
In WITNESS WHEREOF, the parties have executed this agreement on the dates set
forth below:
[ XxxxxXxxxxxx.xxx Inc. LOGO ]
XxxxxXxxxxxx.xxx Technologies Inc.
0000 Xxxxxx Xxxxx
Xxxxx 000 Xxxxx Xxxxxxxxx
XX Xxxxxx
X0X 0X0
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: VP International Trade
Date:
The Eureka Company
0000 X. Xxxx Xx.
Xxxxxxxxxxx, XX 00000-0000
XXX
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Director of Materials and Purchasing
Date:
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ANNEX A
TECHNICAL SUPPORT AGREEMENT
XxxxxXxxxxxx.xxx shall provide Technical Support services to those users
designated by the client to be operators of the Client's purchased Origin(TM)
Pro license. this will be limited but not exclusive to XxxxxXxxxxxx.xxx's
Internet site access, XxxxxXxxxxxx.xxx's toll free 1-800 telephone service and
e-mail.
The Technical Support will be extended to the Client for as long as support is
fully paid and limited to licensed holder of Origin(TM) Pro. This service will
include but not be limited to:
1. XxxxxXxxxxxx.xxx shall assist any authorized licensed holder in solving
problems with Origin(TM) Pro's normal operation and expand on any issues
not adequately covered in user manuals or online help systems.
2. Any failures for the software to perform as indicated in the license
agreement.
3. XxxxxXxxxxxx.xxx shall maintain and update on a timely basis, the
Origin(TM) Pro NAFTA knowledge base as published by the NAFTA participating
governments regarding NAFTA updates for the countries the license(s)
supports.
4. XxxxxXxxxxxx.xxx shall assist the client in configuring the software to
maximize its licensed use and functionality as stipulated in the product
description and terms of sale.
5. XxxxxXxxxxxx.xxx shall provide help with the initial installation of the
Origin(TM) Pro as stated in the payment schedule.
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ANNEX B
PAYMENT TERMS AND SCHEDULE
The following table outlines the Price and the Payment Schedule between
XxxxxXxxxxxx.xxx and The Eureka Company for the sale of Origin(TM) Pro.
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Description of Quality/Rate Total Payment Schedule upon placement
Services or product of Purchase Order
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Origin(TM) Pro N/A US $ 19,950.00 1/3 down $6,650 + 1,995
Software License cost: 1/3 upon installation $6,650
1/3 within two weeks of the
installation date $6,650
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Installation Charges N/A
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Training Charges N/A
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Technical Support Fee Billed Yearly US $ 1,995 Paid with the first installment
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*XxxxxXxxxxxx.xxx will invoice the Client Company yearly for the annual
Technical Support renewal.
