Exhibit 10.14 ASENTINEL, LLC
NONEXCLUSIVE
PATENT LICENSE AND SETTLEMENT AGREEMENT THIS NONEXCLUSIVE PATENT LICENSE AND
SETTLEMENT AGREEMENT(this “Agreement”), is made as of
June 16, 2011 (“Effective Date”), between Asentinel
LLC, a Tennessee limited liability company
(“Asentinel”), and Veramark Technologies, Inc.
(“Licensee”) a New York Corporation. As used herein,
“Party” refers to either Licensee or Asentinel and
“Parties” refers to Licensee and Asentinel collectively. PRELIMINARY STATEMENTS  A.
  
  Licensee desires to acquire a non-exclusive license under certain patents
owned by Asentinel.  B.
  
  Asentinel is the registered owner of “the Asentinel
Patents.”  C.
  
  The Parties are currently involved in a lawsuit pending in the United
States District Court for the Western District of Tennessee, styled
Asentinel LLC, v. The Info Group, Inc., et al.bearing Docket No.
2:10-cv-02706-BBD-tmp (the “Patent Litigation”).  D.
  
  In the Patent Litigation, certain products of Licensee are accused of
infringing the Asentinel Patents and Licensee has asserted various
counterclaims against Asentinel.  E.
  
  The Parties now desire to enter into this Agreement to settle the Patent
Litigation and to provide for certain releases, licenses and covenants not to
sue, all on the terms and conditions set forth herein.  F.
  
  Licensee understands and agrees that the payments conferred from Licensee
to Asentinel under this Agreement are not representative or indicative of a
reasonable royalty with respect to the Asentinel Patents. NOW, THEREFORE,
in consideration of the above promises and the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties, intending to be legally bound,
agree as follows: ARTICLE 1
License and
Release 1.1. License. Subject to the
terms and conditions set forth in this Agreement, upon payment of the
compensation and execution of the Promissory Note set forth in Section 2.1
below, Asentinel hereby grants to Licensee a nonexclusive, perpetual, fully
paid-up, worldwide license under the Asentinel Patents to make, use, sell, and
offer for sale, the Licensed Products, including, but not limited to making,
using, selling, and offering for sale the Licensed Products as software as a
service, without any right to sublicense. A Licensed Product shall remain
licensed hereunder so long as a Customer is making, using, selling, offering
for sale, exporting or importing such Licensed Product; provided that the
foregoing shall not apply to other products or services incorporated therewith
by the Customer that would otherwise themselves infringe one or more Asentinel
Patents. Such license shall be irrevocable, except as specified in Sections
1.6, 2.1 and for other material breaches hereunder. Other than as expressly
stated herein, no licenses or other rights are granted or may be implied to
Licensee or any other entity under this Agreement, whether by implication,
inducement, estoppel or otherwise. 1  1




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1.2. Release and Covenant.
Asentinel, and its successors and assigns, hereby irrevocably covenant not to
sue or commence, prosecute, or participate in any action, claim or proceeding
for infringement of the Asentinel Patents against Licensee, Licensee’s
Affiliates, predecessors, successors, agents, attorneys, distributors,
insurers, servants, licensees, service providers, retailers, suppliers,
employees, officers, directors, users and customers to the extent that
Licensee’s Affiliates, predecessors, successors, agents, attorneys,
insurers, servants, licensees, service providers, retailers, suppliers,
employees, officers, directors, users and customers are using the Licensed
Products solely for their own benefit as related to the Asentinel Patents.
Parties, on behalf of themselves, their Affiliates, and their successors and
assigns hereby release, acquit and forever discharge one another (together with
their Affiliates, agents, distributors, service providers, retailers,
suppliers, users and customers) from any and all actions, causes of action,
claims or demands, liabilities, losses, damages, attorney fees, court costs, or
any other form of claim or compensation, whether known or unknown as of the
Effective Date, arising out of the facts, events or occurrences underlying or
giving rise to or otherwise related to the Asentinel Patents and the Patent
Litigation. 1.3. Past Damages.Asentinel
waives all known claims against Licensee and its Affiliates, predecessors,
successors, agents, attorneys, distributors, insurers, servants, licensees,
service providers, retailers, suppliers, employees, officers, directors, users
and customers for past damages relating to infringement of the Asentinel
Patents. 1.4. Assignment. Licensee is
strictly prohibited from assigning, transferring or sublicensing this Agreement
or any rights granted hereunder, in whole or in part, and any such attempted
assignment, transfer or sublicense shall be void and of no effect, except as
provided in Sections 1.1, 1.7 and 1.8. 1.5. Technical Assistance.
Asentinel shall have no obligation to provide Licensee with know how or
materials or to provide technical assistance in the exercise of the License. In
the event Licensee requires technical assistance with respect to the activities
conducted by Licensee pursuant to this Agreement, obtaining such technical
assistance shall be Licensee’s responsibility and at Licensee’s
expense. 1.6. No Attempt to Invalidate.
Licensee agrees that, in the absence of a subpoena, agency order, or court
order requiring its participation or support, or in response to a law suit or
other proceeding filed by Asentinel or its successors or assigns against the
Licensee or its Affiliates, the Licensee shall not participate in or support
any suit, claim, action, litigation, patent reexamination, administrative
proceeding, or proceeding of any nature brought against Asentinel that
challenges the validity or enforceability of the Asentinel Patents. 1.6.1. Reexamination Request.Except for a draft
reexamination request prepared by the law firm of BOYLAN BROWN CODE VIGDOR
& WILSON, LLP, Licensee represents that Licensee has not provided a patent
reexamination request relating to any of the Asentinel patents to any other
party, including, but not limited to any of the defendants in the Patent
Litigation. After the Effective Date of this Agreement, Licensee shall not
assist any other party in the development or filing with the United States
Patent and Trademark Office of any reexamination request against any of the
Asentinel Patents. Licensee or its Counsel shall not make available to a third
party any attorney-client work product developed in support of the Pending
Litigation. In the event of breach of this Section 1.6 or 1.6.1 by
Licensee or any other party acting on behalf of the Licensee, subject to the
dispute provisions of Article 8 below, Asentinel may revoke the License to
the Asentinel Patents. 2  2




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1.7. Acquisition by Licensee. In the
event Licensee or any of its Affiliates acquires an Entity or business line
that provides Infringing Products and Services after the Effective Date of this
Agreement (hereinafter referred to as an “Acquired Entity”), the
Acquired Entity will not gain the benefit of the license grant, covenant not to sue, or any release in
this Agreement. However, upon written notification to Asentinel within
30 days of the acquisition, accompanied by written and verifiable
information regarding the Infringing Products and Services revenues of the
Acquired Entity that is mutually acceptable to the parties, Asentinel shall
extend a license agreement to cover the Infringing Products and Services of the
Acquired Entity on the same terms and conditions as those of this Agreement.
Under these circumstances, the compensation that would be due for such extended
license shall be an ongoing annual royalty equal to four (4) percent of
the Infringing Products and Services revenues of the Acquired Entity for the
twelve (12) months proceeding each annual royalty payment. The first
royalty payment shall be made one year after the date of acquisition of the
Acquired Entity. 1.8. Acquisition of Licensee.In
the event an Entity acquires the Licensee (referred to as the
“Acquiring Entity”) after the Effective Date (referred to as
the “Acquisition Date”), then this agreement may be assigned by the
Licensee to the Acquiring Entity upon written notification to Asentinel. Upon
assignment, the license of Section 1.1 shall cover the TEM Services of the
Acquiring Entity attributable to the acquired TEM Services of Licensee, and
shall exclude (i) revenue attributable to any TEM Services of the
Acquiring Entity before the Acquisition Date, and (ii) revenue
attributable to any TEM Services from an entity acquired by the Acquiring
Entity after the Acquisition Date. 1.9. Lawsuit DismissalThe
parties will jointly execute a Stipulation of Dismissal, a copy of which is
attached hereto as Exhibit A in the Patent Litigation within five
(5) days of the Effective Date of this Agreement. ARTICLE 2
Consideration 2.1. Compensation.Upon the
Effective Date of this Agreement, Licensee will pay to Asentinel the sum of two
hundred and fifty thousand United States dollars (US $250,000). Licensee shall
also execute the Promissory Note attached hereto as Exhibit B, such that
the Promissory Note obligates the Licensee to pay to Asentinel within twelve
(12) months of the Effective Date of this Agreement an additional amount
of two hundred and fifty thousand dollars (US $250,000). In the event that
Licensee is acquired, Licensee shall satisfy the Promissory Note through full
payment within ten (10) days of the acquisition date of the Licensee. In the
event that the Promissory Note is not paid in full within twelve months of the
Effective Date of this Agreement or within ten (10) days of an acquisition
date of the Licensee, in addition to seeking a court judgment against Licensee
for satisfaction of the Promissory Note, the dispute resolution provisions of
Article 8 will not apply, and upon ten (10) days written notice to
Licensee, Asentinel may revoke this License to the Asentinel Patents. 2.2. Banking Information.Payment shall be made by electronic transfer of funds to Asentinel’s
bank account as follows: Bank Name: Triumph
Bank 
Bank Address: 2171 Judicial Drive, Germantown TN 38138 
ABA No.:
XXXXXXXXX 
Account No.: XXXXXXXXX 
Account Name: Asentinel LLC 3  3




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ARTICLE 3 License Term 3.1. This Agreement shall not be
binding on the Parties until it has been signed below by both Parties, at which
time it shall be deemed effective as of its Effective Date. The Agreement shall
remain in full force and effect until the expiration of the last to expire of
the Asentinel Patents at which time, the licenses, covenants, and releases of
Article 1 shall remain in effect in perpetuity with respect to rights
granted prior to the expiration, subject to the provisions of Section 2.1. 3.2. Other than as set forth in
Section 3.1, this Agreement may only be terminated by mutual written
agreement of the Parties. ARTICLE 4
Registration of
Agreement 4.1. Registration of Agreement.
Licensee shall be responsible for the registration or approval of this
Agreement by the relevant local authorities as required by local law and
regulations in respect of the rights granted pursuant to this Agreement and
bear the relevant fees in respect thereof. ARTICLE 5
Representations and
Warranties 5.1. Asentinel’s
Representations and Warranties. Asentinel represents and warrants that:
(i) it has full corporate power and authority to enter into this
Agreement, to carry out the provisions of this Agreement and to grant the
rights granted to Licensee herein; and (ii) it is the owner of the entire
right, title and interest in and to the Asentinel Patents (iii) this
Agreement has been duly authorized by all proper corporate action of Asentinel,
(iv) the person executing this Agreement on behalf of Asentinel is duly
authorized to do so; (v) no consent, approval or authorization of any
third party is required in order for Asentinel to enter into, execute or
perform this Agreement and to grant the rights granted to Licensee herein; and
(vi) this Agreement is binding upon Asentinel and enforceable against it
in accordance with its terms. 5.2. Licensee’s
Representations and Warranties. Licensee represents and warrants that:
(i) it has full corporate power and authority to enter into this Agreement
and carry out all the provisions of this Agreement; (ii) this Agreement
has been duly authorized by all proper corporate action of Licensee,
(iii) the person executing this Agreement on behalf of Licensee is duly
authorized to do so; (iv) no consent, approval or authorization of any
third party is required in order for Licensee to enter into, execute or perform
this Agreement and to grant the rights granted to Licensee herein; and
(v) this Agreement is binding upon Licensee and enforceable against it in
accordance with its terms. Licensee further
represents and warrants that, except as otherwise provided hereunder, it shall
not deny, contest (through declaratory judgment action or otherwise), or take
any action inconsistent with Asentinel’s ownership in or the validity or
enforceability of any of the Asentinel Patents. 5.3. Limitations on Representations
and Warranties. Nothing contained in this Agreement shall be construed as:
(a) a warranty or representation by either party that any manufacture,
sale, use, or other disposition of products or services by the other party has
been or will be free from Infringement of any patents other than the Asentinel
Patents; (b) an agreement by either Party to bring or prosecute actions or
suits against any Entity for Infringement; (c) conferring any right to either
Party to use in advertising, publicity, or otherwise, any trademark, service
mark, or trade dress of the other Party, or any simulation thereof, without the
prior written consent of the other Party; (d) conferring any right to either
Party, except as otherwise provided in Section 9 (Confidentiality), to use
any names or trade names of the other Party, or any simulation thereof,
without the prior written consent of the other Party; (e) an obligation to
furnish any technical information or know-how; or (f) conferring by
implication, estoppel or otherwise, upon either party, any right (including a
license) under patents other than the Asentinel Patents except for the rights
expressly granted hereunder. 4  4




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5.4 DISCLAIMER OF WARRANTIES.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE PARTIES MAKE
NO EXPRESS REPRESENTATIONS AND GRANT NO WARRANTIES, EXPRESS OR IMPLIED, EITHER
IN FACT OR BY OPERATION OF LAW, BY STATUE OR OTHERWISE. ARTICLE
6
Indemnification/Liability 6.1. Licensee Indemnity.
Licensee shall indemnify and hold Asentinel harmless against any claim,
including costs and reasonable attorney’s fees, resulting from the gross
negligence or willful acts or failure to act by the Licensee, its employees or
agents, while performing its obligations pursuant to this Agreement, including
but not limited to any claims arising from Licensee’s utilization of the
Asentinel Patents or breach of any obligations of Licensee hereunder. 6.2. No Liability. In no event
shall Asentinel or its respective directors, officers, employees or affiliates
be liable for incidental or consequential damages of any kind, including,
without limitation, economic damage, injury to property or lost profits,
regardless of whether Asentinel shall be advised, shall have other reason to
know, or in fact shall know of the possibility of any of the foregoing. Nothing
in this Agreement shall be construed as: (i) a representation made or
warranty given by Asentinel that the practice by Licensee of any license
granted hereunder shall not infringe the patents of any third party;
(ii) a requirement that Asentinel shall be responsible for the additional
expenses from the Effective Date of this Agreement for filing or prosecuting
any patent application or maintaining any licensed patents in force;
(iii) an obligation on the part of Asentinel to bring or prosecute actions
or suits against third parties for infringement of the Asentinel Patents or for
unauthorized use of the Asentinel Patents;(iv) an obligation on the part of
Asentinel to defend any action or suit brought by any third party; or
(v) a representation made or warranty given by Asentinel as to the safety,
reliability or efficacy of the Asentinel Patents claimed subject matter. ARTICLE 7
Confidentiality
& Press Release 7.1. The terms of this Agreement and
all correspondence relating to this Agreement are confidential, expect as
authorized in Section 7.2 or under one of the exceptions in this
Section 7.1. The Parties shall keep terms and particulars of this
Agreement strictly confidential and no Party shall now or hereafter disclose
such terms and particulars to any third party except: (i) with the prior
written consent of the other Party, (ii) as may be required by applicable
law, regulation or order of a governmental authority of competent jurisdiction;
provided that, to the extent permitted by law or regulation, the Party required
to make such a disclosure gives as much notice as is reasonably possible to the
other Party to contest such order or requirement and takes all reasonable
actions in an effort to minimize the nature and extent of such disclosure,
(iii) during the course of litigation so long as the disclosure of such
terms and conditions is subject to the same restrictions as is the confidential
information of the other litigating parties, such restrictions are embodied in
a court-entered protective order limiting disclosure to outside counsel and
such disclosing Party provides the other Party written notice at least ten
(10) business days prior to such disclosure, (iv) in confidence to
the professional legal and financial counsel representing such Party,
(v) in confidence to any party covered by the releases, licenses or
covenants granted herein, (vi) to third parties under non-disclosure
agreements in the course of additional licensing activities of Asentinel
or in merger, acquisition or investment
discussions by either Party or (vii) by Licensee to the extent necessary
to fulfill its disclosure obligations under the Securities Exchange Act of
1934, as amended, and other applicable securities laws and regulations. 5  5




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7.2. Asentinel shall be permitted to
issue the press release attached hereto as Exhibit C. 7.3. The confidentiality provisions of
this Agreement are material terms of this Agreement, and any breach of these
provisions will constitute a material breach of this Agreement. The failure of
any Party to enforce at any time any of the provisions governing the
confidentiality of the terms of this Agreement or to require at any time
performance by any of the Parties of any such provisions shall in no way be
construed as a waiver of such provision or relinquishment of the right
thereafter to enforce such provision. ARTICLE 8
Resolution of
Disputes 8.1. Dispute Resolution
Procedure. The Parties will cooperate in good faith and use reasonable
efforts to informally resolve any disputes, controversy or claim
(“Dispute”) arising out of or relating to this Agreement, or the
interpretation, breach, termination or validity hereof. Except as otherwise
provided in Section 8.2.4, if the Parties are not able to informally
resolve a dispute under this Agreement within thirty (30) days after a
dispute arises, the following procedure will be used: 8.1.1. one Party will
serve upon the other Party a “Notice of Dispute” that summarizes
the nature of the dispute and the efforts taken to resolve that Dispute to date; 8.1.2. within fifteen
(15) business days of receipt of the Notice of Dispute, the Parties will
conduct one or more meetings (which may take place by teleconference) of
management level-representatives of each Party with knowledge of the subject
matter of the dispute, which representatives will use commercially reasonable
efforts to resolve the Dispute; 8.1.3. if the Dispute
is not resolved at the meeting or meetings described in Section 8.1.2,
then within fifteen (15) business days from the date of the last meeting,
the Parties will schedule one or more meetings (which may take place by
teleconference) of executive-level representatives of each Party, which
representatives will use commercially reasonable efforts to resolve the
dispute; and 8.1.4. if, following
the last executive-level meeting, the dispute remains unresolved, then the
dispute will be finally settled by binding arbitration conducted in accordance
with Section 8.2 below. 8.2. Arbitration. Except as
otherwise provided in Section 8.2.4below, if the Parties are
unable to resolve a Dispute in accordance with Section 8.1, then
the Party that served the Notice of Dispute on the other Party must submit the
Dispute to arbitration by the American Arbitration Association (the
“AAA”) in accordance with its Commercial Arbitration Rules (the
“Rules”) as are in force at the date of the notice of
arbitration commencing any arbitration, but subject to the amendments made to
the Rules by the rest of this Section 8.2. For the purpose of
arbitration, there shall be a board of arbitration (the “Board of
Arbitration”) consisting of three arbitrators, each of Asentinel and
Licensee shall select one (1) member and the third member shall be
selected by mutual agreement of the other members, or if the other members fail
to reach agreement on a third member within twenty (20) days after their
selection, the third member shall thereafter be selected by the AAA upon
application made to it for that purpose. The place of arbitration shall be in
Memphis, Tennessee. The arbitrators shall decide any Dispute or claim strictly
in accordance with the governing law specified in Section 9.17of
this Agreement. Judgment upon any arbitral award rendered hereunder may be
entered in any court, and/or application may be made to any court for a
judicial acceptance of the award and/or an order of enforcement, as the case
may be. 6  6




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8.2.1 Each Party shall
cooperate in good faith to expedite (to the maximum extent practicable) the
conduct of any arbitral proceedings commenced under this Agreement. 8.2.2 The costs and
expenses of the arbitration, including the fees of the arbitration, shall be
borne equally by each Party to the Dispute or claim, and each Party shall pay
its own fees, disbursements and other charges of its counsel. 8.2.3 Any award made
by the Board of Arbitration tribunal shall be final and binding on each of the
Parties that were Parties to the Dispute and their respective successors and
assigns. The Parties expressly agree to waive the applicability of any laws and
regulations that would otherwise give the right to appeal the decisions of the
Board of Arbitration so that there shall be no appeal to any court of law from
the award of the Board of Arbitration, and a Party shall not challenge or
resist the enforcement action taken by any other Party in whose favor an award
of the arbitration tribunal was given. 8.2.4 Notwithstanding
this Section 8.2 or any other provision to the contrary in this Agreement,
no Party shall be obligated to follow the foregoing arbitration procedures
where that Party intends to apply to any court of competent jurisdiction for an
interim injunction or similar equitable relief against the other,
provided there is no unreasonable delay in the prosecution of that
application. 8.2.5 This Agreement
and the rights and obligations of the Parties shall remain in full force and
effect pending the award in any arbitration proceeding hereunder. ARTICLE 9
Miscellaneous 9.1. Asentinel has no obligation
hereunder to institute any action or suit against any third party for
infringement of any of the Asentinel Patents, or to defend against any action
challenging the validity of the Asentinel Patents. Licensee has no right to
institute any action against any third party for infringement of any Asentinel
Patent. 9.2. Nothing in this Agreement is
intended or shall be deemed to constitute a partnership, agency,
employer-employee, or joint venture relationship between the Parties. Neither
Party shall incur any debts or make any commitments for the other. There is no
fiduciary duty or special relationship of any kind between the Parties to this
Agreement. Each Party expressly disclaims any reliance on any act, word, or
deed of the other Party in entering into this Agreement. 9.3. Nothing contained in this
Agreement shall be construed as conferring any right to a license or to
otherwise use any patent, patent application, trademark, service name, service
mark, trade dress, trade secret or other intellectual property belonging to
Licensee. 9.4. This Agreement constitutes the
entire agreement between the Parties and supersedes all prior agreements and
understandings, oral and written, between the Parties with respect to the
subject matter hereof and thereof. If there is conflict or contradiction
between this Agreement and any other agreements, this Agreement shall prevail
in relation to any issues arising out of or in connection with the Intellectual
Property. 9.5. The terms and conditions of this
Agreement will inure to the benefit of, and be binding upon, the respective
successors and assigns of the Parties hereto. Nothing in this Agreement is
intended to confer by implication any rights or remedies hereunder on any
person other than Licensee or Asentinel or any of their respective successors
and permitted assigns. 7  7




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9.6. No amendment, modification or
alteration of the terms or provisions of this Agreement will be binding unless
the same is in writing and duly executed by each of the Parties hereto, except
that any of the terms or provisions of this Agreement may be waived in writing
at any time by the Party which is entitled to the benefits of the waived terms
or provisions. No waiver of any of the provisions of this Agreement will be
deemed to, or will, constitute a waiver of any other provision hereof (whether
or not similar). No delay on the part of any Party to this Agreement in
exercising any right, power or privilege hereunder will operate as a waiver
thereof. 9.7. All notices required or permitted
to be given hereunder shall be in writing and shall be deemed delivered
(i) upon receipt if delivered by hand, (ii) the next business day
after being sent by prepaid, nationally-recognized, overnight air courier,
(iii) five (5) business days after being sent by registered or
certified airmail, return receipt required, postage prepaid, or (iv) upon
transmittal when transmitted by confirmed telecopy (provided that such notice
is followed notice pursuant to any of (i) – (iii) above). All
notices shall be addressed as follows: Asentinel:
  
  Asentinel, LLC
  International Place Tower 2
  6410 Poplar, Suite 200
  Memphis, Tennessee 38119Licensee:
  
  Veramark Technologies, Inc.
  1565 Jefferson Road, Suite 120
  Rochester, NY 14623
  Attn: President and CEO, Anthony Mazzullo
 9.8. If any provision of this Agreement
or the application of any provision to any person, party or circumstance will
be held invalid, illegal or unenforceable in any respect by a court of
competent jurisdiction, the invalidity, illegality or unenforceability will not
affect any other provision of this Agreement and this Agreement will remain in
full force and effect and will be effectuated as if the illegal, invalid or
unenforceable provision is not part thereof. 9.9. The Preliminary Statements and the
headings of the articles and sections contained in this Agreement are inserted
for convenience only and will not be deemed to constitute part of this
Agreement or to affect the construction thereof. 9.10. This Agreement may be executed in
two or more counterparts or duplicate originals, each of which shall be
considered one and the same instrument, and which shall be the official and
governing version in interpretation of this Agreement. This Agreement may be
executed by facsimile or Portable Document Format (PDF) signatures and
such signatures shall be deemed to bind each Party as if they were original
signatures. 9.11.The Parties have
participated jointly in the negotiation and drafting of this Agreement. In the
event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if jointly drafted by the Parties and no
presumption or burden of proof shall arise favoring or disfavoring either Party
by virtue of the authorship of any provision of this Agreement. This Agreement
is in the English language only, which language shall be controlling in all
respects, and all notices under this Agreement shall be in the English
language. For purposes of construction, the singular includes the plural and
vice versa. 9.12. The Parties each acknowledge,
accept, warrant, and represent that: (i) they are sophisticated Entities
represented at all relevant times during the negotiation and execution of this
Agreement by counsel of their choice, and that they have executed this
Agreement with the consent and on the advice of such independent legal counsel; and
(ii) they and their counsel have determined through independent
investigation and arm’s-length negotiation that the terms of this
Agreement shall exclusively embody and govern the subject matter of this
Agreement. 8  8




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9.13. Each Party shall do and execute,
or arrange for the doing and executing of, each necessary act, document and
thing to implement this Agreement, including without limitation executing and
delivering and recording any license required by local law, with terms
consistent with this Agreement to the extent permitted by local law, in the
relevant country or jurisdictions. 9.14. Except as otherwise specifically
provided in this Agreement, the Parties agree that they shall bear their own
costs and attorneys’ fees incurred in connection with the negotiation and
drafting of this Agreement and the transactions contemplated herein 9.15. Except as specified in
Sections 1.6 and 2.1, the remedy for breach of this Agreement shall be
limited to damages and/or injunctive relief, as appropriate, for breach of
contract and shall not include remedies for patent infringement. In the event
that the License hereunder is revoked pursuant to Section 1.6 or 2.1,
Asentinel reserves the right to bring an action for breach of this Agreement
and to pursue a cause of action for patent infringement in United States
District Court for the Western District of Tennessee and pursue all available
remedies. 9.16. EXCEPT AS PROVIDED EXPLICITLY
HEREIN, IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANY OTHER PARTY OR ANY OTHER
PERSON OR ENTITY (UNDER CONTRACT, STRICT LIABILITY, NEGLIGENCE, OR OTHER
THEORY) FOR SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES,
INCLUDING LOST PROFITS, OPPORTUNITIES OR SAVINGS, ARISING OUT OF OR RELATED TO
THE SUBJECT MATTER OF THIS AGREEMENT. 9.17. The laws of the State of
Tennessee will govern the interpretation, construction, validity, performance
and enforcement of this Agreement, notwithstanding any choice-of-law principle
that might dictate a different governing law. ARTICLE 10
Definitions “Acquires”
means to obtain an interest in an entity either by acquisition, purchase, or
merger or all or substantially all of the assets of an entity.
 “Asentinel Patents”
means (i) United States Patent No. 7,340,422 (“the ‘422
Patent”), United States Patent No. 7,805,342 (“the ‘342
Patent”), and United States Patent Application Publication
No. 2008/0285733 (ii) any divisionals, continuations,
continuations-in-part, reissues, reexaminations, utility models, foreign or
international counterpart, parent or extension of any patent or patent
application included in (i), and (iii) any patents based upon Asentinel
patent applications that have a filing date prior to the Effective Date of this
Agreement that issue after the date hereof that cover TEM Services. “Affiliate” means,
with respect to a person, corporation or other entity, any other person,
corporation or entity that directly or indirectly owns, is owned by, or is
under common ownership with such corporation or entity. “Customer”means
Licensee’s Affiliates, predecessors, successors, agents, attorneys,
distributors, insurers, servants, licensees, service providers, retailers,
suppliers, employees, officers, directors, users and direct and indirect
customers, including providers that host on behalf of others. 9  9




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“Entity” means any
individual, trust, corporation, person or company, partnership, joint venture,
limited liability company, association, firm, unincorporated organization or
other legal or governmental entity. “Exploit” means to
own, design, develop, acquire, make, have made, use, sell, offer to sell,
perform, provide, import, export, and/or the exercise of all other activities
specified under 35 U.S.C. § 271 and foreign counterparts thereto (as the
foregoing 35 U.S.C. § 271 and foreign counterparts thereof may be amended
or superseded from time to time). “Exploited,”
“Exploitation,” and other variations of the word
“Exploit” shall have correlative meanings. “Infringement” or
“Infringes” means direct infringement, indirect
infringement, infringement under the doctrine of equivalents, or any other
theory of infringement in any jurisdiction worldwide. “Infringing Products And/Or
Services” means any and all products and services the Exploitation of
which, but for the license granted in this Agreement, would Infringe any claim
of any Asentinel Patent. “Licensed Product”
means any product, product line, service, device, system, component, hardware,
software, any combination of the foregoing, or other offering that is designed,
branded, made, used, sold, offered for sale, leased, purchased, licensed,
imported, exported, supplied or otherwise provided by Licensee or a Licensee
Affiliate or that would infringe any claim of the Asentinel Patents, but for
this License Agreement. “TEM Services”means
telecommunications expense management (TEM) services, TEM products and
other TEM-related offerings provided by software that aggregates invoice data
from telecommunications providers, and excludes historical audits performed by
third party vendors not using the Licensee’s software but resold by the
Licensee, and call accounting. 10  10




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IN WITNESS WHEREOF, each of the
Parties has caused this Non-Exclusive Patent License And Settlement
Agreementto be duly executed in duplicate originals by their duly
authorized representatives to be effective as of the Effective Date. ASENTINEL, LLC By:/s/ David C. Perdue
David C. Perdue, CEO Veramark Technologies, Inc. By:/s/ Anthony MazzulloAnthony Mazzullo, CEO 11  11