EXHIBIT 10.1

    SETTLEMENT AND LICENSE
AGREEMENT

    


     

    This
Settlement and License Agreement (“Agreement”), effective as of October 16, 2009
(“the Effective Date”), is entered into between NeoMedia Technologies, Inc., a
Delaware corporation having a principal place of business at Two Concourse
Parkway, Suite 500, Atlanta, GA 30328 (“NeoMedia”), and Scanbuy, Inc., a
Delaware corporation having a principal place of business at 54 West 39th
Street, New York, NY 10018 (“Scanbuy”) (together, “The Parties,” or
individually, “Party”).

     

    WHEREAS,
NeoMedia and Scanbuy are parties to an action filed in the United States
District Court for the Southern District of New York, Civil Action No.
1:04-CV-3026 (RJH) (“the 2004 Lawsuit”) for alleged infringement of United
States Patent No. 5,933,829, entitled “Automatic Access of Electronic
Information Through Secure Machine-Readable Codes on Printed Documents,” which
issued on August 3, 1999; United States Patent No. 6,108,656, entitled
“Automatic Access of Electronic Information Through Machine-Readable Codes on
Printed Documents,” which issued on August 22, 2000; United States Patent No.
5,978,773, entitled “System and Method for Using an Ordinary Article of Commerce
to Access a Remote Computer,” which issued November 2, 1999; and United States
Patent No. 6,199,048, entitled “System and Method for Automatic Access of a
Remote Computer over a Network,” which issued March 6, 2001 (collectively “The
2004 Asserted Patents”);

     

    WHEREAS,
Scanbuy, Marshall Feature Recognition, LLC, a Texas corporation having a
principal place of business at 104 East Houston Street, Suite 170, Marshall,
Texas 75760 (“MFR”), and NeoMedia are parties to an action transferred to the
United States District Court for the Southern District of New York, Civil Action
No. 1:09-CV-4297 (RJH) (“the 2009 Lawsuit”) for alleged infringement of United
States Patent No. 6,886,750, entitled “Method and Apparatus for Accessing
Electronic Data via a Familiar Printed Medium,” which issued on May 3, 2005
(“the MFR Asserted Patent”); and United States Patent No. 7,287,696, entitled
“System and Method for Decoding and Analyzing Barcodes Using a Mobile Device,”
which issued on October 30, 2007, (“The Scanbuy Asserted Patent”, and
collectively with the MFR Asserted Patent “The 2009 Asserted Patents”);
and

     

    
      
        
        

      

      
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    WHEREAS,
NeoMedia and Scanbuy have agreed to settle and resolve the 2004 Lawsuit and the
2009 Lawsuit by granting licenses, releases and covenants not to sue under
various patents owned and/or licensable by each of them and as to various
patents that may issue in the future, as set forth herein;

     

    NOW,
THEREFORE, in accordance with the foregoing recitals, and in consideration of
those recitals and the mutual rights, releases, and covenants contained herein,
the Parties agree as follows:

     

     

    
      	
              1.

            	
              Definitions.

            


    

     

    
      	
               
      

            	
              1.1.

            	
              “NeoMedia
      Licensed Patents” means only the patents and patent applications owned by
      NeoMedia containing claims to any invention(s) useful in or relating to
      the Field of Use (as defined in Section 1.3), strictly limited to the
      patents and patent applications listed on Exhibit A hereto, together with
      all divisionals, continuations, continuations-in-part, reissues,
      reexaminations, and any other present or future applications or patents
      now owned or hereafter acquired by NeoMedia during the term of this
      Agreement in which the claims are directed to the Field of Use (as defined
      in Section 1.3).

            


    

     

    
      	
               
      

            	
              1.2.

            	
              “Scanbuy
      Licensed Patents” means the Scanbuy Asserted Patent as well as all
      divisionals, continuations, continuations-in-part, reissues,
      reexaminations of the Scanbuy Asserted Patent, and any other present or
      future patent applications or patents now owned or hereafter acquired by
      Scanbuy during the term of this Agreement relating to the Field of Use (as
      defined in Section 1.3).

            


    

     

    
      
        
        

      

      
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              1.3.

            	
              “Field
      of Use” shall be set forth in Exhibit B
hereto.

            


    

     

    
      	
               
      

            	
              1.4.

            	
              “Royalty-Based
      Revenue” means any gross revenue, derived in any way by Scanbuy in the
      Field of Use and in the Territory (as defined in Section 1.5) in
      connection with or relating to a user located in the Territory using a
      mobile device to scan a machine readable code, including without
      limitation advertising revenues, transactional revenue generated by
      barcode reading, in-kind payments, non-monetary consideration (valued at
      market value), clearing-house revenue, service fees, and includes all
      action oriented revenue, for example but not limited to content download
      and click to subscribe.  For the avoidance of doubt,
      Royalty-Based Revenue does not include any revenue generated by Scanbuy in
      connection with or relating to users using a mobile device to scan a
      machine readable code while that user is located outside the Territory,
      for which such use is not in any way covered by the license
      herein.

            


    

     

    
      	
               
      

            	
              1.5.

            	
              “Territory”
      shall mean those countries identified in Exhibit C as amended from time to
      time by mutual agreement by the Parties, initially the United States of
      America and its territories.

            


    

     

    
      	
               
      

            	
              1.6.

            	
              “Scanbuy
      Clients” shall mean those entities that operate within the Territory and
      within the Field of Use serviced by Scanbuy, including by way of
      illustration and not limitation, brands, agencies, carriers, subscribers
      of carriers, and advertising customers of carriers (e.g., brands, agencies,
      etc.).  For the avoidance of doubt, an entity that utilizes
      Scanbuy’s service to resolve codes that have been scanned by users within
      the Territory and within the Field of Use is a Scanbuy Client even if the
      entity is entirely located outside the
  Territory.

            


    

     

     

    
      	
              2.

            	
              Licenses
      Granted.

            


    

     

    
      	
               
      

            	
              2.1.

            	
              Subject
      to the terms and conditions of this Agreement, and for the consideration
      recited herein, NeoMedia grants to Scanbuy a royalty-bearing,
      non-exclusive, license within the Field of Use under the NeoMedia Licensed
      Patents within the Territory.  There is no right to sublicense
      granted herein, except that it is understood that Scanbuy Clients
      contracting with Scanbuy to operate in the Territory and within the Field
      of Use under the rights granted herein to Scanbuy will fall within the
      license granted to Scanbuy, subject to termination of the license as set
      forth herein and provided that such Scanbuy Clients are generating
      Royalty-Based Revenue subject to Section 3, but such Scanbuy Clients have
      no rights separate and apart from those extended to Scanbuy
      herein.  For the avoidance of doubt, if an entity participates
      in an ecosystem in which Scanbuy does not participate or in which Scanbuy
      does not obtain or share in revenue derived from activities within that
      ecosystem, those activities by the entity will not fall within the license
      granted to Scanbuy.  No license or other right is extended to
      MFR under the NeoMedia Licensed
Patents.

            


    

     

    
      
        
        

      

      
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              2.2.

            	
              Subject
      to the terms and conditions of this Agreement, and for the consideration
      recited herein, Scanbuy grants to NeoMedia (a) a paid-up, irrevocable,
      non-exclusive license under the Scanbuy Licensed Patents within the
      Territory and (b) a paid-up, non-exclusive sublicense under the MFR
      Asserted Patent as well all of the patents of MFR licensed to Scanbuy
      (collectively, “MFR Licensed Patents”), for all systems and methods, in
      whole or in part, made, used, offered for sale, sold or imported in the
      United States by which a cellular/mobile device is used or can be used to
      read or enter bar codes or other machine readable codes to access content
      or information or trigger phone functionalities.  There is no
      right to sublicense granted herein, except that it is understood that
      parties contracting with NeoMedia to operate in the Territory and within
      the Field of Use under the rights granted herein to NeoMedia (“NeoMedia
      Clients”) will fall within the license and sublicense granted to NeoMedia,
      but such NeoMedia Clients have no rights separate and apart from those
      extended to NeoMedia herein.

            


    

            

    
      	
               
      

            	
              2.3.

            	
              The
      NeoMedia license granted in this section to Scanbuy shall terminate: if
      Scanbuy fails to make any payments due and owing pursuant to Section 3,
      which the Parties agree is a material breach of this Agreement, unless
      cured within thirty (30) days of notice by NeoMedia of such failure; or
      upon Scanbuy’s petition for relief under any bankruptcy legislation; or
      upon Scanbuy’s cessation of doing business; or upon any other material
      breach of this Agreement by Scanbuy; or upon breach of Scanbuy’s
      representation and warranty that it has the right to settle the 2009
      Lawsuit on behalf of MFR; or upon breach of Section 2.4 by
      Scanbuy.  For the avoidance of doubt, the Scanbuy license
      granted to NeoMedia shall not terminate, but the Scanbuy sublicense
      granted to NeoMedia is terminable as described in Section
    2.4.

            


    

     

    
      
        
        

      

      
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              2.4.

            	
              The
      Scanbuy sublicense to NeoMedia in this section is expressly conditioned
      upon Scanbuy fulfilling its obligations under the “Exclusive Patent
      License Agreement,” dated March 5, 2008, between Scanbuy and MFR, provided
      however that Scanbuy shall take no action to terminate the Exclusive
      Patent License Agreement solely in order to terminate the sublicense
      granted to NeoMedia herein.  The sublicense to NeoMedia granted
      in this section shall subsist so long as Scanbuy has a license to MFR
      Licensed Patents,

            


    

     

     

    
      	
              3.

            	
              Payments.

            


    

     

    Scanbuy’s
payment obligations to NeoMedia shall be set forth in Exhibit D.

     

     

    
      	
              4.

            	
              Dismissal of the
      Lawsuits.

            


    

     

    
      	
               
      

            	
              4.1.

            	
              As
      a condition of execution of this Agreement, NeoMedia, Scanbuy and MFR
      shall have their respective counsel execute an Agreed Order dismissing all
      claims and counterclaims made in the 2004 Lawsuit and the 2009 Lawsuit
      substantially in the forms attached hereto as Appendix E.  The
      claims and counterclaims between and among NeoMedia, Scanbuy, and MFR
      shall be dismissed with prejudice, provided, however, that NeoMedia
      reserves all right and ability to challenge the validity, enforceability
      and infringement of the MFR Asserted Patent in the event that the
      sublicense is terminated, and no issue preclusion or res judicata effect
      will apply in that event.   NeoMedia’s counsel shall file
      said Agreed Order for the 2004 Lawsuit and said Agreed Order for the 2009
      Lawsuit within five (5) business days after execution of this
      Agreement.

            


    

     

    
      	
               
      

            	
              4.2.

            	
              The
      Parties agree that this Agreement constitutes the full and complete
      settlement of the disputed claims and counterclaims.  It does
      not and shall not constitute an admission of liability by any of the
      Parties and shall not be used by any of the Parties or any other person or
      entity in any litigation or proceeding for that purpose.  The
      Parties further agree that the disputes and allegations that resulted in
      the Lawsuit and are subject to this Agreement shall not be discussed or
      disclosed publicly except as may be
      required to respond truthfully to governmental inquiries or required
      testimony, or to enforce the terms of the Agreement
  itself.

            


    

     

    
      
        
        

      

      
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              4.3.

            	
              The
      Parties agree to bear their own costs and attorneys’ fees in connection
      with the 2004 Lawsuit and the 2009 Lawsuit and in connection with the
      negotiation of this Agreement.

            


    

     

    
      	
               
      

            	
              4.4.

            	
              As
      a condition for granting the licenses and releases in this Agreement,
      within ten (10) days from the Effective Date Scanbuy shall file with the
      appropriate patent office papers to withdraw all opposition proceedings or
      other adverse proceedings which seek to invalidate any NeoMedia
      intellectual property right, including those related to any NeoMedia (or a
      foreign Affiliate’s) pending patent application anywhere in the
      world.  Scanbuy shall inform NeoMedia promptly when the request
      to withdraw the opposition or other adverse proceeding has been made, and
      where those proceedings had been
pending.

            


    

     

     

    
      	
              5.

            	
              Covenants Not to Sue
      and Releases.

            


    

     

    
      	
               
      

            	
              5.1.

            	
              Subject
      to the fulfillment of the terms and conditions of this Agreement, NeoMedia
      and its predecessors, successors and successors-in-interest, officers,
      directors, employees, subsidiaries and agents, in their respective
      capacities as such, do hereby jointly and severally release, forever
      discharge, and covenant not to sue Scanbuy and Scanbuy’s successors, and
      successors-in-interest and Scanbuy’s current, former and future officers,
      directors, employees, attorneys, agents, customers, distributors, end
      users and resellers, in their respective capacities as such, from any and
      all claims, actions, causes, causes of action, suits, damages, demands,
      duties, rights, obligations, liabilities, judgments and demands
      whatsoever, in law or in equity, whether known or unknown, which were
      asserted or could have been asserted prior to the Effective
      Date.  For the avoidance of doubt, the release relates only to
      products and services that a person obtained from
  Scanbuy.

            


    

     

    
      	
               
      

            	
              5.2.

            	
              Scanbuy
      and its predecessors, successors and successors-in-interest, officers,
      directors, employees, subsidiaries and agents, in their respective
      capacities as such, do hereby jointly and severally release, forever
      discharge, and covenant not to sue NeoMedia and NeoMedia’s current and
      former officers, directors, employees, attorneys, agents, customers,
      distributors, end users  and resellers, in their respective
      capacities as such, from any and all claims, actions, causes, causes of
      action, suits, damages, demands, duties, rights, obligations, liabilities,
      judgments and demands whatsoever, in law or in equity, whether known or
      unknown, which were asserted or could have been asserted prior to the
      Effective Date, including any of the foregoing arising under the MFR
      Licensed Patents.  For the avoidance of doubt, the release
      relates only to products and services a person obtained from
      NeoMedia.

            


    

     

    
      
        
        

      

      
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              6.

            	
              Warranties and
      Representations.

            


    

     

    
      	
               
      

            	
              6.1.

            	
              Except
      as discussed below, NeoMedia warrants and represents that (a) NeoMedia is
      the sole and exclusive owner of the patents and pending applications
      identified in Exhibit A; and (b) NeoMedia has not entered into
      any agreement which would interfere with the license, releases, and
      covenants not to sue granted by this
Agreement.

            


    

     

    
      	
               
      

            	
              6.2.

            	
              Scanbuy
      warrants and represents that (a) Scanbuy is the sole and exclusive owner
      of the Scanbuy Licensed Patents; (b) under Section 2.3 of the
      “Exclusive Patent License Agreement,” dated March 5, 2008, between Scanbuy
      and MFR, Scanbuy has the authority to sublicense the MFR Asserted Patent
      in a field of use defined as “all systems and methods, in whole or in
      part, made, used, offered for sale, sold or imported in the United States
      by which a cellular/mobile device is used or can be used to read or enter
      bar codes or other machine readable codes to access content or information
      or trigger phone functionalities; (c) the “Exclusive Patent License
      Agreement” referred to above is in full force and effect; (d) Scanbuy has
      not entered, and will not enter, into any agreement which would interfere
      with the license, sublicense, releases, and covenants not to sue granted
      by this Agreement; and (e) Scanbuy has the full right and authority
      pursuant to the “Exclusive Patent License Agreement” to release NeoMedia
      under the MFR Licensed Patents and settle the 2009 Lawsuit on MFR’s behalf
      on the terms herein.

            


    

     

    
      	
               
      

            	
              6.3.

            	
              If
      Scanbuy is found in breach of any of the representations and warranties of
      Section 6.2(b) through (e), Scanbuy shall pay a liquidated damage sum to
      NeoMedia in the amount of Two Hundred and Fifty Thousand US Dollars
      ($250,000.00) immediately upon a finding of such breach, in addition to
      any other result or remedy set forth herein or otherwise available to
      NeoMedia.

            


    

     

    
      
        
        

      

      
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              7.

            	
              Term and
      Termination.

            


    

     

    The Term
of this Agreement shall be until the last to expire of the NeoMedia Licensed
Patents, in which case all payment obligations under Section 3, not then due and
payable, shall cease, or upon the occurrence of the events described in Section
2.3 of this Agreement, in which case any then accrued payment obligations shall
become due and payable.

     

     

    
      	
              8.

            	
              Dispute
      Resolution.

            


    

     

    
      	
               
      

            	
              8.1.

            	
              The
      Parties agree to follow the procedure set forth below to resolve any
      dispute (other than patent infringement, patent validity, patent
      enforceability, or any other issue concerning a substantive patent right),
      by arbitration administered by a mutually agreed-upon arbitral entity, or
      in the event of no such agreement, by the American Arbitration Association
      (“AAA”) in accordance with its Commercial Rules and other applicable rules
      and procedures set forth by the AAA.  The place of arbitration
      shall be Atlanta, Georgia.

            


    

     

    
      	
               
      

            	
              8.2.

            	
              The
      procedures described herein shall be followed if senior management of both
      Parties is unable to resolve the dispute within thirty (30) days after a
      dispute is identified to the other Party.  There shall be no
      arbitration until the thirty (30) day discussion period has
      elapsed.

            


    

     

    
      	
               
      

            	
              8.3.

            	
              The
      arbitrator(s) may award damages, an injunction, or both to the prevailing
      party.

            


    

     

    
      	
               
      

            	
              8.4.

            	
              The
      decision of the arbitrator(s) shall be final and binding on all Parties,
      and judgment on the award of the arbitration panel may be entered by any
      Court having jurisdiction.  There shall be no
      appeal.

            


    

     

    
      	
               
      

            	
              8.5.

            	
              Any
      costs or expenses, including reasonable attorneys’ fees, incurred by the
      successful Party arising out of the arbitration will be assessed against
      the unsuccessful Party, borne equally, or assessed in any manner within
      the discretion of the
arbitrator(s).

            


    

     

    
      	
               
      

            	
              8.6.

            	
              The
      arbitrator(s) may also award interest at a rate not to exceed the Prime
      Rate (which exists on the day of the award) from the date of the award
      until paid.  Unless decided differently by the arbitrator(s),
      each Party shall pay one-half (1/2) the fees, costs and expenses charged
      by the arbitrator(s).

            


    

     

    
      
        
        

      

      
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              9.

            	
              Confidentiality and No
      Challenge.

            


    

     

    
      	
               
      

            	
              9.1.

            	
              Except
      where such disclosures are required by law or the Parties have given
      consent in writing, the Parties agree to keep confidential and not
      disclose to any third party:  (a) the terms and conditions
      of this Agreement, (b) any of the negotiations and discussions that
      preceded its making; and (c) non-public financial information except (i) as is
      necessary to effectuate any term or provision of this Agreement, including
      any subsequent litigation to enforce this Agreement; (ii) to either
      Party’s insurers, as necessary to pursue insurance claims; (iii) to a
      Party’s accountants or lawyers; (iv) as is reasonably necessary to comply
      with the Securities and Exchange Commission’s disclosure requirements; (v)
      to a third party in connection with a due diligence investigation between
      the third party and the Party seeking to make the disclosure, provided
      prior to seeing the information, the third party enters into a
      non-disclosure agreement (“NDA”) with confidentiality terms substantially
      the same as the terms used to protect the Party’s own financial
      information; (vi) to existing and potential future investors and/or
      shareholders of the Party, provided that any potential future investors
      and/or shareholders enter into an NDA as described in (v) above; (vii) to
      MFR provided MFR agrees to protect the information to the same extent that
      it protects MFR’s own financial information; and (viii) as required by law
      or court order upon notice to the other Party sufficiently in advance of
      such disclosure to permit the other Party to seek a protective
      order.

            


    

     

    
      	
               
      

            	
              9.2.

            	
              The
      Parties will not publicly acknowledge this settlement except through a
      joint press release approved in writing by the
  Parties.

            


    

     

    
      	
               
      

            	
              9.3.

            	
              If
      any Party is obligated to produce this Agreement, for example, in response
      to a document request in litigation, that Party shall promptly notify the
      other Party of the request with sufficient particularity to allow the
      other Party at least ten (10) days, at its own expense, to object to the
      requested production if necessary.

            


    

     

    
      	
               
      

            	
              9.4.

            	
              During
      the term of this Agreement, Scanbuy and NeoMedia subject to the exclusion
      of Section 4.1 above, shall not on their own or through another, challenge
      the validity or enforceability of any of the Licensed Patents of the other
      Party, or provide any assistance or guidance regarding the alleged
      non-infringement, invalidity, or unenforceability of any of the same to
      any third party who is challenging or may challenge the scope, validity or
      enforceability of the same in any proceeding, including in court,
      arbitration, or before a patent office, except as required by judicial
      process.  In the event a Party is served with a subpoena
      relating to one or more of the Other Party’s Licensed Patents, the Party
      served with the subpoena will cooperate with the other Party in responding
      to the subpoena.  Should Scanbuy violate the foregoing, as in
      the event that Scanbuy challenges the validity or enforceability of any of
      the NeoMedia Licensed Patents, NeoMedia shall have the option of any one
      of the following:

            


    

     

    
      
        
        

      

      
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              (a)   terminating
      the license to Scanbuy; or

            


    

     

    
      	
               
      

            	
              (b)   continuing
      the license to Scanbuy, including but not limited to royalty payments
      thereunder, provided further that Scanbuy (i) pays all legal fees, costs
      and expenses of NeoMedia in defending the validity or enforceability of
      the NeoMedia Licensed Patents as such are invoiced or incurred and (ii) in
      the event that any claim is found invalid or unenforceable, paying
      NeoMedia a liquidated damage sum in the additional amount of the total
      royalties paid to date by Scanbuy as of the time of such finding;
      or

            


    

     

    
      	
               
      

            	
              (c)   increasing
      the royalty rate to three times the stated rate during the period of
      challenge, and Scanbuy pays all legal fees, costs and expenses of NeoMedia
      in defending the validity or unenforceability of the Licensed Patents as
      such as invoiced or incurred.

            


    

     

     

    
      	
              10.

            	
              Marking/Proprietary
      Rights Notices.

            


    

     

    Each
Party agrees to mark all relevant products with the proper patent numbers in
accordance with the Patent Laws.

     

     

    
      	
              11.

            	
              Governing
      Law.

            


    

     

    This
Agreement shall be governed by and construed under the laws of United States of
America and the State of Georgia, without reference to the State’s choice of law
provisions. The parties agree that any dispute (not otherwise resolved as
provided under Section 5 of this Agreement) shall be brought in a Federal or
state court seated in Atlanta, Georgia, United States of America, and the
parties hereby consent to the exclusive jurisdiction and venue of such
court.

     

    
      
        
        

      

      
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              12.

            	
              Transferability.

            


    

     

    
      	
               
      

            	
              12.1.

            	
              The
      license set forth above to Scanbuy is personal and non-transferable,
      except that Scanbuy may transfer its respective rights granted in this
      Agreement to a successor or merged entity that acquires substantially all
      the applicable business of Scanbuy.  In the event of an
      acquisition of the business of Scanbuy by another, the license and release
      granted herein to Scanbuy shall apply only to the portion of Scanbuy’s
      business that existed prior to the acquisition, and shall not apply to the
      pre-existing business of the acquiring entity, or to the new business of
      any merged or continuing entity except to the extent that it represents a
      continuation of Scanbuy’s prior existing business.  In the event
      that Scanbuy agrees to so transfer its assets or to be acquired by another
      entity, Scanbuy shall inform NeoMedia in advance of the
      transfer.  As a condition to making any such notification,
      Scanbuy may require NeoMedia to enter into an NDA.  Any such
      successor or merged entity must agree, in writing and prior to any
      transfer, to be bound by Scanbuy’s obligations set forth
      herein.

            


    

     

    
      	
               
      

            	
              12.2.

            	
              The
      license and sublicense set forth above to NeoMedia are personal and
      non-transferable, except that NeoMedia may transfer its respective rights
      granted in this Agreement to a successor or merged entity that acquires
      substantially all the applicable business of NeoMedia.  In the
      event that NeoMedia agrees to so transfer its assets or to be acquired by
      another entity, NeoMedia shall inform Scanbuy in advance of the
      transfer.  As a condition to making any such notification,
      NeoMedia may require Scanbuy to enter into an NDA.  Any such
      successor or merged entity must agree, in writing and prior to any
      transfer, to be bound by NeoMedia’s obligations set forth
      herein.

            


    

     

     

    
      	
              13.

            	
              Counterparts.

            


    

     

    This
Agreement may be executed in any number of separate counterparts, each of which
shall be deemed an original, but all of which, when taken together, shall
constitute one and the same instrument.  This Agreement will become
binding and effective upon the exchange of facsimile or other electronic copies
of the required signatures and such facsimile copies shall be binding
and effective until the signed originals are in the possession of each
Party.

     

    
      
        
        

      

      
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              14.

            	
              Further
      Assurances.

            


    

     

    
      
        	
                 
      

              	
                14.1.

              	
                The
      Parties agree to execute and deliver any additional papers, documents or
      other assurances, and take all acts that are reasonably necessary to carry
      out the intent of this Agreement.

              
	 	 	 
	 	

                14.2.

              	

                Nothing
      in this Agreement is or shall be construed
as:

              


      

    

     

    
      
      

    

    
      
        
          	 	      
                  14.2.1.

                	      
                  A
      warranty or representation by any of the Parties as to the validity or
      scope of any licensed patent; or

                
	 	 	 
	 	      
                  14.2.2.

                	      
                  A
      warranty or representation that anything made, used, sold, or otherwise
      disposed of under any license granted in this Agreement is or will be free
      from infringement of patents, copyrights, or other rights of third
      parties; or

                
	 	 	 
	 	      
                  14.2.3.

                	      
                  An
      obligation to bring or prosecute any action or suit against any third
      party for infringement of any licensed patent;
or

                
	 	 	 
	
                   
      

                	
                  
                    14.2.4.

                  

                	
                  
                    An
      obligation to furnish any manufacturing or technical information or
      assistance to the other Party; or

                  

                
	 	 	 
	 	
                  14.2.5.

                	
                  An
      agreement to defend the other Party against actions or suits of any nature
      brought by any third parties; or

                
	 	 	 
	 	
                  14.2.6.

                	
                  Conferring
      any right to use, in advertising, publicity or otherwise, either Party’s
      name, trade name or trademark, or any contraction, abbreviation or
      simulation thereof, without prior consent.

                
	 	 	 
	 	
                  14.3.

                	
                  The
      Parties agree to indemnify, defend and hold the other Party and their
      directors, officers, employees and agents harmless from and against any
      and all liabilities, claims, demands, expenses (including, without
      limitation, attorneys’ and professional fees and other costs of
      litigation), losses or causes of action (each, a “Liability”) arising out
      of or relating in any way to (i) the exercise of any right granted to the
      Party pursuant to this Agreement or (ii) any breach of a warranty or
      representation in this Agreement by the
Party.

                


        

      

    

     

    
      
        
        

      

      
        - 12
-

        
          

        

      

      
        
        

      

    

     

    
      	
              15.

            	
              No Third-Party
      Beneficiaries.

            


    

     

    Unless
specifically provided otherwise, nothing in this Agreement shall confer any
rights upon any person or entity who is not a party to this Agreement, nor shall
anything in this Agreement be construed as creating an obligation by either
Party to any non-party to this Agreement.

     

     

    
      	
              16.

            	
              Notices.

            


    

     

    Any
notices that are provided pursuant to this Agreement shall be provided via both
electronic mail and in writing (via overnight courier) to the other Party as
follows:

     

     

    To
Scanbuy:

     

    Attn:   Chief
Executive Officer

    Scanbuy,
Inc.

    54 West
39th Street

    New York,
NY 10018

    


    With a
copy to:

    John M.
Hintz, Esq.

    Wilmer
Cutler Pickering Hale and Dorr LLP

    399 Park
Avenue

    New York,
NY 10022

    


    and

     

    To
NeoMedia:

     

    Attn:  Chief
Executive Officer

    NeoMedia
Technologies, Inc.

    Two
Concourse Parkway, Suite 500

    Atlanta,
Georgia 30328

    


    With a
copy to:

    Michael
H. Baniak, Esq.

    McDonnell
Boehnen Hulbert & Berghoff LLP

    300 South
Wacker Drive, Suite 3100

    Chicago,
IL 60606

     

    
      
        
        

      

      
        - 13
-

        
          

        

      

      
        
        

      

    

     

    
      	
              17.

            	
              Severability.

            


    

     

    If any
portions of this Agreement are held invalid or unenforceable, all remaining
portions shall nevertheless remain valid and enforceable, to the extent they can
be given effect without the invalid portions.

     

     

    
      	
              18.

            	
              Mutual
      Contribution.

            


    

     

    This
Agreement was drafted by counsel for each of the Parties and, thus, shall not be
construed against any Party because that Party initially drafted any particular
provision.

     

     

    
      	
              19.

            	
              Representation of
      Authority.

            


    

     

    Each
person signing this Agreement hereby represents and warrants that he or she has
the authority to bind the entity on behalf of which he or she has
signed.

     

     

    
      	
              20.

            	
              Integration.

            


    

     

    This
Agreement sets forth the entire agreement and understanding between the Parties
as to the subject matter of this Agreement and merges all prior discussions
between them, and none of the Parties shall be bound by any conditions,
definitions, warranties or representations with respect to the subject matter of
this Agreement, other than as expressly provided in this Agreement, or as duly
set forth on or subsequent to the date hereof in writing and signed by a proper
and duly authorized representative of the Party to be bound
thereby.

     

     

    
      	
              21.

            	
              Survivability.

            


    

     

    All
confidentiality requirements and obligations of accrued payment shall survive
expiration or termination of this Agreement.

     

    
      
        
        

      

      
        - 14
-

        
          

        

      

      
        
        

      

    

     

    
      	
              22.

            	
              Waiver.

            


    

     

    No waiver
of any rights shall be effective unless consented to in writing by the Party to
be charged and the waiver of any breach or default shall not constitute a waiver
of any other right hereunder or any subsequent breach or default.

     

     

    
      	
              23.

            	
              Independent
      Contractors.

            


    

     

    The
Parties are independent contractors under this Agreement.  Nothing
contained in this Agreement is intended nor is to be construed so as to
constitute NeoMedia and Scanbuy as partners or joint venturers with respect to
this Agreement.  None of the Parties shall have any express or implied
right or authority to assume or create any obligations on behalf of or in the
name of the other Parties to bind the other Parties to any other contract,
agreement, or undertaking with any third party.

     

    WHEREFORE,
the Parties hereby acknowledge their agreement and consent to the terms and
conditions set forth above through their respective signatures as contained
below:

    
 

    
      
        
          	
                  NeoMedia
      Technologies, Inc.

                   

                  [Signed]
      /s/ Michael W.
      Zima

                  Chief
      Financial Officer

                  Dated:  October
      16, 2009

                   

                	 
      	
                  Scanbuy,
      Inc.

                   

                  [Signed]  /s/ Jonathan B.
      Bulkeley

                  Chief
      Executive Officer

                  Dated:  October
      16, 2009

                   

                


        

      

    

     

    
      
        
        

      

      
        - 15
-