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Exhibit 10.17    
  


 
 

PRODUCT TRANSFER AGREEMENT


        This
Product Transfer Agreement (the "Agreement") is made and entered into in Islandia, New York as of this 1st day of January, 2000 (the "Effective Date"), by and between
Computer Associates International, Inc., a Delaware corporation having its principal place of business at One Computer Associates Plaza, Islandia, New York 11788-7000 ("CA") and
ACCPAC International, Inc. ("ACCPAC"), a Delaware corporation having its principal place of business at 6700 Koll Center Parkway, Third Floor, Pleasanton, CA 94566. 


 
 

W I T N E S S E T H:


        WHEREAS,
CA (as defined herein) owns and desires to assign to ACCPAC certain Assets (as defined herein) and ACCPAC desires to accept the assignment of such Assets and thereafter, to use,
market, license, sublicense, develop, maintain, collect and otherwise deal with the Assets without restriction; 



        NOW,
THEREFORE, in consideration of the respective representations and warranties hereinafter set forth and of the mutual covenants and agreements contained herein, the parties agree as
follows: 


 
 

ARTICLE I
  DEFINITIONS


        As
used herein, the following terms shall have the following meanings: 



        1.1
"Assets" shall mean and include the following: 


        (a)
The "Products" which shall consist of all source code and object code (in magnetic and hard copy form) to all versions, including any
and all foreign language versions, of the computer software programs of CA set forth on Exhibit A attached hereto. 


        (b)
The "Product Documentation" which shall consist of all sales, marketing, training, and technical documentation pertaining to the
Products (including without limitation any end user manuals, Product specifications, flow charts, other design documentation, bug lists and any electronic machine-readable version of such manuals) in
existence as of the Effective Date, and all derivative works based thereon, regardless whether any of such documentation and/or derivative works were created by CA or by ACCPAC. 


        (c)
The "Proprietary Rights" which shall consist of all patents, patent rights, copyrights, trademarks, trademark rights, trade names,
trade name rights and patent, copyright or trademark applications respecting the Products to the extent that such rights exist and whether or not CA's interest has been registered or perfected (all as
described on Exhibit B). 



 
 

ARTICLE II
  TRANSFER AND ASSIGNMENT    
  



        2.1
Transfer and Assignment. Subject to the terms and conditions contained herein, CA hereby agrees to transfer, assign, convey and deliver to ACCPAC as of the Effective Date, and ACCPAC
hereby agrees to accept on the Effective Date, all right, title and interest in and to the Assets. 



 
 

ARTICLE III
  CLOSING; DELIVERIES    
  



        3.1    Closing.    The closing of this transaction shall be held on the Effective Date at or about 10:00 A.M.,
at CA's offices at One Computer Associates Plaza, Islandia, New York 11788-7000. 






 
 
 

ARTICLE IV
  LICENSE TO CA    
  



        4.1    License to CA.    ACCPAC hereby grants to CA a fully paid perpetual worldwide license to the Products for
internal use. In the event that CA is party to any agreements currently in existence that obligate CA to license the Products to any third party, CA is hereby granted a perpetual, fully paid license
to the Products to the extent necessary to honor such existing agreements, or any renewals thereof. 



 
 

ARTICLE V
  SPECIAL COVENANTS    
  



        5.1    Cooperation.    The parties shall cooperate with each other fully with respect to actions required or requested
to be undertaken with respect to tax audits, administrative actions or proceedings, litigation and any other matters that may occur after the Effective Date, and each party shall maintain and make
available to the other party upon request all corporate, tax and other record required or requested in connection with such matters. 



 
 

ARTICLE VI
  GENERAL PROVISIONS    
  



        6.1    Notices.    All notices, requests, demands and other communications hereunder shall be in writing and shall be
delivered personally, sent by telex or facsimile transmission (if a copy is also mailed as provided herein), sent by certified, registered or express mail, postage prepaid and return receipt
requested, or sent by private express courier (e.g. Federal Express) if a confirmation of delivery by such express courier is obtained. Any such notice shall be deemed given when so delivered
personally or when sent by facsimile transmission or, if mailed by certified or registered mail, five (5) days after the date of deposit in the mail, postage prepaid, if addressed: 




(a)
in the case of CA to: 




Computer
Associates International, Inc.

One Computer Associates Plaza

Islandia, New York 11788-7000

Attn: General Counsel 





(b)
in the case of ACCPAC to: 




ACCPAC
International, Inc.

6700 Koll Center Parkway, Third Floor

Pleasanton, CA 94566

Attn: General Counsel 





or
to such other address or to such other person as ACCPAC or CA shall have last designated by written notice given at least ten (10) days in advance as herein provided. 



        6.2    Governing Law.    This Agreement shall be governed by and construed and enforced in accordance with the laws of
the State of New York (excluding its conflicts of laws provisions) applicable to agreements made and to be performed entirely within the State. 


        6.3    Binding Effect; Assignment.    This Agreement shall be binding upon the parties and inure to the benefit of the
successors and assigns of the respective parties hereto; provided, however, that this Agreement and all rights hereunder may not be assigned prior to the Effective Date by either party except with the
prior written consent of the other. 



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        6.4    Counterparts.    This Agreement may be executed simultaneously in any number of counterparts, each of which
shall be deemed an original but all of which together shall constitute one and the same instrument. 



        6.5    Paragraph Headings.    The paragraph headings in this Agreement are for convenience of reference only and shall
not be deemed to alter or affect any provision hereof. 


        6.6    Transaction Expenses.    Notwithstanding anything else in this Agreement to the contrary, the parties hereto
shall each be responsible for the payment of (and shall indemnify and hold the other party or parties hereto harmless against) any and all of its own expenses, including without limitation the fees
and expenses of counsel, accountants and other advisers, arising out of or relating directly or indirectly to the transactions contemplated by this Agreement, whether or not such transactions are
consummated in whole or in part. 


        6.7    Severability.    If one or more of the provisions of this Agreement are deemed void by law, then the remaining
provisions will continue in full force and effect. 




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



	ACCPAC INTERNATIONAL, INC.	 	COMPUTER ASSOCIATES

INTERNATIONAL, INC.
	

By:	

/s/  DAVID M. HOOD      
 Name:    David M. Hood

Title:    President & CEO	
 	

By:	

/s/  STEVEN M. WOGHIN      
 Name:    Steven M. Woghin

Title:    Senior Vice President and General Counsel






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Exhibit A
  List and Description of Products    
  



        All versions of the following, and all derivative works based thereon: 


FAXserve
for Windows 


FAXserve
for NetWare (and GroupWise) 


FAXserve
for Exchange 


FAXserveIT
for Exchange 


BitWare



BitFax



BitFax/OCR



BitFax
Easy 


BitShare



BitGate



BitCom



BitVoice 


BitPhone 


4





 
 
 

Exhibit B
  Patents, Trademarks and Proprietary Rights    
  



FAXserve
for Windows 


FAXserve
for NetWare (and GroupWise) 


FAXserve
for Exchange 


FAXserveIT
for Exchange 


BitWare 


BitFax



BitFax/OCR



BitFax
Easy 


BitShare



BitGate



BitCom



BitVoice



BitPhone



5









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Exhibit 10.17


PRODUCT TRANSFER AGREEMENT

W I T N E S S E T H

ARTICLE I DEFINITIONS

ARTICLE II TRANSFER AND ASSIGNMENT

ARTICLE III CLOSING; DELIVERIES

ARTICLE IV LICENSE TO CA

ARTICLE V SPECIAL COVENANTS

ARTICLE VI GENERAL PROVISIONS

Exhibit A List and Description of Products

Exhibit B Patents, Trademarks and Proprietary Rights