Unassociated Document


    Exhibit
      10.1

    THIS
      LICENSING AND PUBLISHING AGREEMENT

    


    THIS
      LICENSING AND PUBLISHING AGREEMENT
      (“Agreement”) is effective as of the 17th day of January 2008 (“Effective
      Date”), by and between Collexis Holdings, Inc. (“Collexis”), a Nevada
      corporation with offices located at 1201 Main Street, Columbia, SC, 29201,
      and
      VersusLaw, Inc. (“VersusLaw”), a Washington corporation with offices located at
      8383 158th
      Ave. NE,
      Redmond, Washington, 98052.

    


    I.
      WHEREAS,
      Collexis operates electronic research entities in Europe and the United States,
      which provides access to various collections of medical, legal, and
      pharmaceutical research materials for its clients; and

    


    II.
      WHEREAS,
      VersusLaw operates an electronic legal research service from Redmond Washington,
      which provides access to various collections of primary legal resource materials
      for its clients; and

    


    III.
      WHEREAS,
      Collexis desires to license and include certain of VersusLaw’s legal-related
      collection of opinions for use in Collexis' own databases.

    


    NOW
      THEREFORE,
      in
      consideration of the mutual promises herein and for other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties agree as follows:

    


    Part
      1.
      Definitions.

    


    
      	
            	1.1
              Licensed Data.	
              “Licensed
                Data” shall mean a copy of the unique compilation of certain unenhanced
                public domain documents or case content of Versuslaw database enumerated
                in Exhibit
                A
                and delivered to Collexis as set forth in Section 6.1 in accordance
                with
                the terms of this Licensing
                Agreement.

            


    

    


    
      	
            	1.3
              Collexis.	
              “Collexis”
                means Collexis Holding, Inc., its subsidiaries, successors and assigns.
                

            


    

    


    
      	
            	1.4
              VersusLaw.	
              “VersusLaw”
                means VersusLaw, Inc., its subsidiaries, successors and
                assigns.

            


    

    


    Part
      2.
      Grant of License.

    


    2.1
      Grant. Upon and coincident with the Closing, VersusLaw grants to Collexis the
      non-exclusive, transferable, perpetual, irrevocable, fully paid, worldwide
      right
      and license to use the Licensed Data for any use whatsoever, including, without
      limitation, to compile or recompile; combine, mix or commingle with other data;
      digitize; reproduce or copy; or publish, store, market or distribute, by
      whatever means whatsoever, with full rights of sublicense for any purpose and
      under any terms whatsoever. It is understood and agreed that any data, case
      content, information or other such material constituting Versuslaw database,
      other than the Licensed Data in Exhibit A (the “Non-Licensed Data”), is outside
      the scope and boundaries of this Agreement; such Non-Licensed Data includes,
      but
      is not limited to, editorial products of VersusLaw, editorial products of third
      parties and any products which VersusLaw licenses from third
      parties.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.1(b):
      In furtherance of, and without limitation to the rights granted under Part
      2.1,
      Collexis shall have the specific right(s):

    


    2.1(b)(1):
      To advertise, market, distribute, license and sublicense for use, pledge,
      encumber, assign, lease and rent copies of the Licensed Data, directly or
      indirectly, for distribution to end users; and

    


    2.1(b)(2):
      To permit customers of Collexis, or its subsidiaries, to download, print or
      electronically copy Licensed Data.

    


    Part
      3.
      License Fee.

    


    3.1
      Collexis hereby agrees to pay to VersusLaw license fees pursuant to this
      Agreement and upon execution of this Agreement (the "Closing") in the amount
      of
      One Million Three Hundred Eighty Five Thousand Dollars ($1,385,000) for the
      Licensed Data, which shall be paid as follows:

    


    
      	
            	(a)	
              Seven
                Hundred Fifty Thousand Dollars ($750,000), which amount shall be
                payable
                in cash as follows: 

            


    

    


    
      
        
          	
                	(i)	
                  One
                    hundred thousand dollars ($100,000) at Closing,


                


        

      

    

    
      
        
          	
                	
                  (ii)

                	
                  Six
                    hundred fifty thousand dollars ($650,000) thirty (30) days thereafter,
                    which amount shall be evidenced by a promissory note and security
                    agreement in the form of Exhibit
                    B
                    attached hereto (the "Secured Note") delivered at the Closing
                    and shall be
                    secured by accounts receivable of Collexis as set forth in the
                    Secured
                    Note; and

                


        

      

    

    


    
      	
            	(b)	
              Six
                hundred thirty five thousand dollars ($635,000) in shares of Collexis
                common stock at Closing, which for purposes hereof shall result in
                the
                subscription for and issuance of eight hundred forty six thousand
                six
                hundred and sixty six (846,666) shares of Collexis common stock,
                based on
                an agreed value of seventy-five cents ($0.75) per share (the "Stock")
                pursuant to the Investor Letter (as defined below); provided,
                however,
                that VersusLaw shall have first completed Collexis’ Investor Letter, a
                copy of which form is attached hereto and marked as Exhibit
                C (the “Investor Letter”).
                Collexis shall instruct its transfer agent to deliver to VersusLaw
                a
                certificate for the Stock promptly after Closing. The parties agree
                that
                the Stock shall be “restricted securities” under Rule 144. Collexis
                represents and warrants that it has made as of the Closing and shall
                make
                thereafter all necessary filings with the SEC as required under the
                Securities Act of 1933 and to take such other actions as are reasonably
                requested by VersusLaw, including, without limitation, the issuance
                of
                legal opinions if required, so as to permit VersusLaw to sell the
                Stock in
                accordance with such Rule.

            


    

    


    Part
      4.
      Copyright, Source, and Methodology.

    


    4.1
      Copyright. Collexis acknowledges and agrees that Versuslaw claims only a
      compilation copyright with respect to the Licensed Data. Collexis acknowledges
      that VersusLaw does not claim copyright protection for any data subject to
      this
      Licensing Agreement that originated as a decision from any court, irrespective
      of the databasing methods employed to maintain said decisions. Furthermore,
      VersusLaw acknowledges and agrees that it cannot and will not assert a claim
      of
      copyright against any new compilation(s) Collexis might create by combining
      the
      Licensed Data with other data and/or adding enhancements of Collexis' own
      design, methodology 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    and/or
      implementation, all of which actions Collexis is
      hereby expressly granted the right to undertake if it so elects.

     

    4.2
      Source and Methodology. Without limiting the warranties contained in Section
      4.1
      and 5.1 of this Agreement below, VersusLaw hereby warrants that in compiling
      and
      amassing the primary research materials for the Licensed Data under this
      Licensing Agreement, it receives said material through: a) downloads from
      courts, b) uploads from courts, c) scanning hard copy opinions from courts
      and
      official sources, and d) keyboarding opinions received from courts and official
      sources. VersusLaw further warrants that as to all other materials it does
      or
      may provide under the terms of this Licensing Agreement, the above is an
      accurate description of the methodologies employed to source all primary
      materials. 

    


    Part
      5.
      Warranties, Disclaimer, and Infringement, and Indemnification.

    


    5.1
      Warranties.

    


    5.1(a)
      Each party warrants and represents that:

    


    1) it
      has
      the full and exclusive right and power to enter into and perform according
      to
      the terms of this Agreement, and that it has all rights necessary to grant
      the
      rights granted herein, and

    


    2) all
      corporate action on the part of its officers, directors and members that is
      necessary for authorization, execution and delivery of this Agreement and the
      performance of its obligations hereunder has been duly taken.

    


    5.1(b)
      Versuslaw represents and warrants that it has good and marketable title to
      the
      Licensed Data and has the right to license the Licensed Data in accordance
      with
      the terms of this Licensing Agreement, free and clear from any and all claims
      by
      third parties. To the best of Versuslaw's knowledge, Versuslaw has not
      interfered with, infringed upon, misappropriated or otherwise come into conflict
      with any copyright or intellectual property rights of third parties in creating
      and compiling of the unique compilation that constitutes the Licensed Data
      or
      its use or licensing hereunder.

    


    5.1(c)
      VersusLaw hereby represents and warrants to Collexis that, through the use
      by
      it, the
      media
      on which the Licensed Data are furnished shall be free from defects in materials
      and workmanship under normal use; and it will
      not
      receive or experience any virus, worm, trap door, back door, timer, clock,
      counter or other limiting routine, instruction, design or device that would
      erase any of its respective data or information or otherwise cause any
      respective systems to become inoperable or incapable of being used in the full
      manner for which it was design and created (collectively, a "Disabling Code.)
      In
      the event a Disabling Code is identified, VersusLaw shall take all steps
      necessary, at no additional cost to Collexis and within five (5) days of notice
      thereof, to restore and/or reconstruct any and all Licensed Data lost as a
      result of such Disabling Code. 

    


    5.2
      Disclaimer of All Other Warranties

    


    5.2(a)
      Except for the express warranties set forth in this Licensing Agreement,
      VersusLaw provides the Licensed Data to Collexis on an “as is” basis, without
      warranty of any kind, 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    either
      express or implied, including, but not limited to, the implied warranties of
      merchantability and fitness for a particular purpose and without limitation
      as
      to the price, market position, distribution channels, and name of the products
      of the parties, as well as the media and platforms on which products will be
      available. Further, VersusLaw does not warrant, guarantee, or make any
      representations regarding the use, or the results of the use, of any materials
      licensed hereunder in terms of accuracy, reliability, currentness, or otherwise.
      The entire risk as to the result and performance of the Licensed Data is hereby
      assumed by Collexis and each successor-in-interest or assign thereof. It is
      understood and agreed by the parties that Collexis is relying entirely on its
      inspection of the Licensed Data as provided for in Section 6.2 below in
      accepting the Licensed Data "as is" in accordance with the terms of this
      Section.

    


    5.3
      Infringement and Indemnification

    


    5.3(a)
      Each Party acknowledges and understands that it is the intent of Collexis to
      change,
      modify, enhance, otherwise customize and combine the Licensed Data with other
      data owned or licensed by Collexis for optimum usage and performance on
      Collexis' or its subsidiaries’ online service and/or web site. As a result of
      these intended and/or anticipated changes, each party shall indemnify and hold
      the other harmless (and the other’s directors, officers, employees and agents),
      from and against any liability, loss, claim, demand, cost, attorneys’ fees, or
      other expenses reasonably and actually incurred that may arise as a result
      of a
      claim or other action by a third party arising out of or in connection with
      the
      breach of the representations and warranties of this Agreement.

    


    5.3(b) The
      representations and warranties contained herein are continuous in nature and
      shall be deemed to have been made by the proponent thereof upon and coincident
      with the execution of this Agreement.

    


    5.3(c)
      The representations and warranties contained within Parts 4 and 5 are the only
      warranties of any kind, either express or implied given by the parties hereto.
      VersusLaw specifically disclaims all express or implied warranties of
      merchantability or fitness for a particular purpose. In no event shall either
      party, their affiliates or suppliers, be liable to another party, its affiliates
      or any other third party claiming directly or through any of the foregoing
      parties, for any consequential, incidental, indirect, economic, punitive or
      other damages of any kind resulting from the use of the Licensed Data,
      including, but not limited to, loss of revenues, profits or goodwill, even
      if
      the party causing such damages had been advised of the possibility of such
      damages.

    


    Part
      6.
      Delivery of Data.

    


    6.1
      VersusLaw shall deliver the Licensed Data to Collexis in an electronic format
      acceptable for use by Collexis commencing with the Closing; with the proviso
      that VersusLaw shall have received at Closing the cash and stock payments in
      accordance with Sections 3.1(a)(i) and (b). At the election of Collexis, the
      methodology of delivery may include, but is not limited: a) delivery of data
      on
      large capacity hard drives, CD -ROM, DVD, data tape, or a site commonly referred
      to as an “FTP” site.

    


    6.2
      Upon
      delivery of data subject to this Agreement, both initial and any ongoing
      delivery, Collexis shall have ten
      (10)
      days to
      review the delivered data, perform preliminary integration of 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    the
      data
      into Collexis' own database, advance whatever enhancements it intends to add
      (if
      any), and otherwise satisfy itself that the data it has received complies with
      the terms and conditions of this agreement. Should Collexis claim that the
      Licensed Data does not comply with the terms of this Agreement, it shall notify
      VersusLaw of the reason it rejects such data, whereupon VersusLaw shall make
      reasonable commercial efforts to satisfy the objections of Collexis or, if
      VersusLaw disputes Collexis' claim, the parties shall attempt to negotiate
      a
      settlement of any disagreements concerning the delivery of the Licensed Data
      prior to undertaking any remedies. 

    


    Part
      7.
      Marketing and Sale Provisions

    


    Subject
      to the terms and conditions of this Agreement and any modifications thereof,
      Collexis shall have the sole discretion to set and determine all terms and
      conditions for access by users to the Licensed Data and pricing for access
      thereto including, without limitation, the price, market position, distribution
      channels, name(s) of products and/or services, as well as the media and
      platforms on which the products and/or services will be available.

    


    Part
      8.
      Term

    


    VersusLaw
      acknowledges and agrees that, subject to the terms of this Licensing Agreement,
      the license of the Licensed Data hereunder shall be for a perpetual term to
      Collexis, without further payment beyond that called for in Part 3
      above.

    


    Part
      9.
      Confidential Information.

    


    9.1
      Each
      party agrees not to disclose to any third party:

    


    
      	 	
              (a)

            	
              any
                information regarding the other party’s business (excluding the Licensed
                Data), including, without limitation, marketing plans and financial
                information, that has been designated in writing at or before the
                time of
                such disclosure as “Confidential
                Information”;

            


    

    


    
      	 	
              (b)

            	
              any
                correspondence, e-mail, cable, telex, telefax, or other communication
                between the parties regarding the existence of this Agreement, or
                any
                terms, conditions, or provisions thereof;
                or

            


    

    


    
      	 	
              (c)

            	
              This
                Agreement; 

            


    

    


    provided,
      however, the foregoing restrictions shall not prohibit either party from
      disclosing any such information or this Agreement if such information or this
      Agreement:

    


    
      	 	
              1)

            	
              is
                previously known to the receiving
                party,

            


    

    
      	 	
              2)

            	
              is
                or becomes publicly known through no wrongful act of the receiving
                party,

            


    

    
      	 	
              3)

            	
              is
                received by the receiving party from a third party without restriction,
                or

            


    

    
      	 	
              4)

            	
              is
                required to be disclosed by law or court order (the party required
                to
                disclose under this provision shall, prior to any disclosure, give
                the
                other party prompt notice of the intended disclosure and opportunity
                to
                make formal protest to the authority requiring disclosure) or as
                required
                by qualified private investors during a formal due diligence
                process.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Part
      10.
      Relationship of the Parties.

    


    The
      rights and powers granted hereunder are solely those of a licensee. Nothing
      in
      this Agreement
      shall be construed as making either party the partner, joint venturer, agent,
      employer, or employee of the other. Neither party shall have the authority
      to
      make any statement, representation or commitment of any kind, or to take any
      action which shall be binding on the other, except as provided for herein or
      authorized in writing by the party to be bound.

    


    Part
      11.
      Taxes.

    


    All
      sales, use, service, or other taxes, howsoever levied, and whether or not based
      on the license granted under this Agreement are the responsibility of the
      individual parties.

    


    Part
      12.
      Remedies Cumulative.

    


    In
      the
      event a party is in default hereunder, the non-breaching party may elect to
      not
      perform its obligations under this Agreement, in addition to any other right
      or
      remedy available at law or in equity. The parties further agree that remedies
      at
      law may be inadequate to protect against a breach of this Agreement, and consent
      to the granting of injunctive relief, whether temporary, preliminary or
      final.

    


    Part
      13.
      Notice.

    


    Each
      notice, request or demand, or other communication or document to be given or
      made hereunder, shall be given in writing, by letter, telefax, or telex
      addressed as follows:

    


    If
      to
      Collexis:

    


    Collexis
      Holdings, Inc.

    1201
      Main
      Street, Suite 980

    Columbia,
      SC 29201

    


    With
      a
      copy to:

    


    Mr.
      Frank
      McDaniel, Esq.

    McDaniel
      & Henry, LLP

    PO
      Box
      681235

    Marietta,
      Georgia 30068-0021

    Fax:
      404.393.5916

    


    If
      to
      VersusLaw:

    


    VersusLaw,
      Inc.

    8383
      158th
      Ave NE,
      Suite 250

    Redmond,
      WA 98052

    


    or
      to
      such other address as a party shall have specified to the other in writing
      in
      accordance with this part 13. All notices or other communications by letter
      or
      personal delivery shall be deemed to be duly given or made when delivered;
      all
      notices or other communications transmitted by wire, 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    telex
      or
      telefax shall be deemed to be duly given or made when dispatched, provided
      that
      the recipients answer back or confirmation relating thereto has been received.
      Notices or other communications received on Saturday, Sunday, public holiday,
      or
      after 5:00 p.m. shall be deemed to have been received on the next following
      working day in the place received.

    


    Part
      14.
      Waiver.

    


    A
      single
      waiver of any provision of this Agreement does not operate as a continuing
      or
      ongoing waiver of any rights that either party may have against the other
      party.

    


    Part
      15.
      Governing Law.

    


    This
      Agreement and all actions contemplated shall be governed by and construed in
      accordance with the laws of the State of Washington without regard to the
      principles of conflicts of law. The parties agree that venue for any action
      to
      enforce this Agreement shall be brought in the Federal District courts of the
      Western District of Washington, Seattle, Washington.

    


    Part
      16.
      Attorneys Fees.

    


    In
      the
      event of a lawsuit between the parties, the substantially prevailing party
      shall
      be entitled to an award of its attorneys’ fees and expenses in addition to any
      other rights and remedies to which it may be entitled.

    


    Part
      17.
      Force Majeure.

    


    Neither
      party shall bear any responsibility or liability for any losses arising out
      of
      any delay or interruption of its performance of obligations under this Agreement
      due to any act of God, act of governmental authority, or due to war, flood,
      civil commotion, labor difficulty, severe or adverse weather conditions, lack
      or
      shortage of electrical power or any other cause beyond the reasonable control
      of
      the party delayed.

    


    Part
      18.
      Assignment.

    


    Neither
      party may assign this Agreement in whole or in part without the prior written
      consent of the other party, which consent shall not be unreasonably withheld.
      Notwithstanding the foregoing, either party may assign or transfer the entirety
      of (a) this Agreement to any person who acquires, controls, is controlled by
      or
      under common control with such party as long as such party agrees in writing
      to
      assume and perform all of the obligations of the assigning party under this
      agreement or (b) the Licensed Data. 

    


    Part
      19.
      Entire Agreement/Amendment.

    


    This
      Agreement sets forth the entire understanding as between the parties relating
      to
      the subject matter contained herein and merges all prior discussions between
      them with respect to that subject matter. No modification or amendment of this
      Agreement shall be effective unless it is set forth in writing duly executed
      by
      or on behalf of both parties.

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed as of the Effective Date, above.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Collexis
                  Holdings, Inc.

              	 	
                VersusLaw,
                  Inc.

              	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
                By:
                  

              	
                /s/
                  William D.
                  Kirkland               
                         

                William
                  Kirkland

              	 	
                By:
                  

              	
                /s/
                  Joe W.
                  Acton                                  
                  

                
                  Joe
                    W. Acton

                

              	 
	 	
                President

              	 	 	
                President