ex10_1.htm


     

    SOFTWARE
LICENSE AGREEMENT

    


         THIS
LICENSE AGREEMENT (the "Agreement") is effective as of April 24, 2008 by and
between JOHN BAUMBAUER (“Baumbauer”) and HOTEL MANAGEMENT SYSTEMS, INC., a
Nevada corporation (the "Company"). The Licensor and the Licensee are sometimes
referred to herein individually as a "Party" and collectively as the
“Parties."

    


       WHEREAS,
Baumbauer is the owner and author certain proprietary computer software known as
the “Hotel Management Tool” together with associated trademark rights in the
name the “Hotel Management Tool,” and the Company desires to obtain an exclusive
license to such software in order to develop, distribute, and/or sublicense for
sale and/or distribution the “Hotel Management Tool” software product, and
Baumbauer is willing to grant such a license to the Company, upon the terms
and conditions set forth herein.

    


         NOW
THEREFORE, in consideration of the foregoing premises, the mutual covenants
set forth herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Baumbauer and the Company
hereby agree as follows:

    


         1.   DEFINITIONS.
All capitalized terms used herein and not otherwise defined shall have the
following meanings:

    


              "EFFECTIVE
DATE" shall mean the date of this Agreement.

    


              "PROPRIETARY
RIGHTS" shall mean all patent rights, copyrights, trade secret rights,
trademarks and similar rights pertaining to the “Hotel Management Tool” computer
software.

    


         2.   GRANT
OF LICENSE.

    


              2.1.                      GRANT
OF ROYALTY-FREE LICENSE.  Subject to the terms and conditions of this
Agreement, Baumbauer hereby grants to the Company a worldwide, exclusive right
and license to make, use, sell, develop, distribute, and/or sublicense for sale
and/or distribution the “Hotel Management Tool” software, together with all
other Proprietary Rights as defined herein, including the exclusive worldwide
license to use and sublicense all of Baumbauer’s trademark or other Proprietary
Rights in the product name “Hotel Management Tool.” The foregoing license
shall be fully paid and royalty-free.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

         3.
TERM AND TERMINATION.

    


              3.1   TERM.  This
Agreement shall be effective as of the Effective Date and shall continue in
full force and effect indefinitely, unless terminated earlier as provided
in Section 3.2 hereof.

    


              3.2   EARLY
TERMINATION.

    


                    3.2.1
EARLY TERMINATION.  Both Parties shall have the unilateral right to
terminate this Agreement upon written notice of termination to the other party
in the event that:

    


              (a)
At any time, the Company and Baumbauer mutually agree to such termination;
or

    


              (b)
At any time, the Company shall either (i) seek the
liquidation, reorganization, dissolution or winding-up of itself or the
composition or readjustment of its debts, (ii) apply for or consent to the
appointment of, or the taking possession by, a receiver, custodian, trustee
or liquidator of itself or of all or a substantial part of its assets,
(iii) make a general assignment for the benefit of its creditors, (iv)
commence a voluntary case under the bankruptcy code, (v) file a petition
seeking to take advantage of any other law relating to bankruptcy,
reorganization, winding-up or composition or readjustment of debts, or (vi)
adopt any resolution of its board of directors or stockholders for the
purpose of effecting any of the foregoing.

    


              3.3   EFFECTS
OF TERMINATION.

    


                    3.3.1  If
either party terminates this Agreement pursuant to Section 3.2.
hereof:

    


              (a)
All Proprietary Rights, as defined herein, shall revert solely to Baumbauer;
and

    


              (b)
Each Party's obligations, liabilities and indemnities hereunder shall
survive termination.

    


         4.
CONFIDENTIALITY

    


              4.1.  Baumbauer
and the Company each agree that all information pertaining to the “Hotel
Management Tool” software and/or to the Proprietary Rights, and all other
technical, business, and financial information it obtains from the other
party ("Proprietary Information") is the confidential property of the
disclosing party. Except as expressly allowed herein, each party will
hold the Proprietary Information of the other party in confidence and shall
not use or disclose such Proprietary Information.

    


             4.2.  Baumbauer
and the Company each agrees that there is no adequate remedy at law for a
breach of Section 4.1 above and that such a breach would irreparably harm
the other and that the other party is entitled to equitable relief
(including, without limitations, injunctions) with respect to any such
breach or potential breach, in addition to any other remedies.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

         5.
REPRESENTATIONS AND WARRANTIES

    


              5.1.  Baumbauer
represents and warrants to the Company that she has the full power and authority
to enter into this Agreement and grant all licenses granted to the
Company hereunder. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 5.1
HEREOF, BAUMBAUER MAKES NO WARRANTY WITH RESPECT TO ANY TECHNOLOGY, PRODUCT,
SERVICE, RIGHT OR OTHER SUBJECT MATTER OF THIS AGREEMENT, AND HEREBY
DISCLAIMS WARRANTIES OF MERCHANT-ABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND NON-INFRINGEMENT WITH RESPECT TO ANY AND ALL OF THE
FOREGOING

    


              5.2.  The
Company represents and warrants to Baumbauer that it has full power and
authority to enter into this Agreement and will carry on its obligations
hereunder promptly and in good faith.

    


         6.   GENERAL

    


              6.1.  In
the event that any provision of this Agreement shall be rendered invalid or
otherwise unenforceable by any competent or judicial government authority,
such invalidity or unenforceability shall not effect the validity or
enforceability of any other provision of this Agreement, and the invalid
provision shall be deemed amended to the fullest extent allowable
by applicable law to effect the purposes of said provision.

    


              6.2   Baumbauer
and the Company shall each be excused for any failure or delay in
performing any of their respective obligations under this Agreement, if
such delay or failure is caused by any act of God, accident, explosion,
fire, storm, riot, embargo, war, failure or delay of
transportation, shortage of or inability to obtain supplies, equipment,
fuel or labor or any other circumstance or event beyond the reasonable
control of the party relying upon such circumstance or event.

    


              6.3.  This
Agreement shall be considered as having been entered into in the State of
Nevada and shall be construed and interpreted in accordance with the laws of the
State of Nevada.

    


              6.4   No
waiver by either party, whether expressed or implied, of any provision of
this Agreement, or of any breach or default, shall constitute a continuing
waiver of such provision or of any other provision of this
Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

              6.5
Each Party hereby agrees to duly execute and deliver, or cause to be duly
executed and delivered, such further instruments and to do and cause to be
done such further acts and things that may be necessary or as the other
Party hereto may at any time and from time to time reasonably request
in connection with this Agreement or to carry out more effectively the
provisions and purposes of, or to better assure and confirm unto such other
party, its rights and remedies under this Agreement.

    


              6.6  The
terms and provisions of this Agreement shall inure to the benefit of, and
be binding upon, Baumbauer, the Company and their respective successors and
permitted assigns.

    


              6.7  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original as against any Party whose signature appears thereon, but all
of which together shall constitute one and the same instrument.

    


              6.8  The
titles and subtitles used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this
Agreement.

    


              6.9  Each
Party shall pay all costs and expenses that it incurs with respect to the
negotiation, execution, delivery and performance of this Agreement. If any
action at law or in equity is necessary to enforce or interpret the terms of
this Agreement, the prevailing Party shall be entitled to reasonable attorneys'
fees, costs and necessary disbursements in addition to any other relief to which
such Party may be entitled.

    


              IN
WITNESS WHEREOF, the parties have executed this Agreement as of
the Effective Date.

     

    
      	 	HOTEL MANAGEMENT
      SYSTEMS, INC.
	 	 
	 	By: /s/John Baumbauer
	 	Name: John
      Baumbauer
	 	Title:  
      President and CEO
	 	 
	 	JOHN
    BAUMBAUER
	 	 
	 	/s/John
      Baumbauer