Exhibit 10.12


 


NOTE: All provisions in this Agreement indicated by “[REDACTED]” are
confidential and have been omitted from this copy of the Agreement and filed
separately with the Securities and Exchange Commission


 


SOFTWARE LICENSE AGREEMENT


 


This Software
License Agreement (this “Agreement”) is made and entered into this 22nd day of December, 2006, by and between THE
REGENTS OF THE UNIVERSITY OF COLORADO, a body corporate, having its principal
office at Suite 100, 4740 Walnut Street, 588 UCB, Boulder, CO 80309
(hereinafter “University”) and Fairfield & Sons Ltd., doing business
as Fairfield Language Technologies, a corporation having its principal office
at 135 West Market Street, Harrisonburg, VA 22801 (hereinafter “Licensee”).


 


WHEREAS,
University is the owner of certain Licensed Software
(as defined herein) relating to [REDACTED];


 


WHEREAS,
University and Licensee entered into that certain
Non-Exclusive Software License Agreement, dated March 20, 2006 (“Non-Exclusive
License Agreement”), pursuant to which Licensee obtained a non-exclusive
license to create Derivative Products from the Licensed Software and market the
Derivative Products to End Users, directly or indirectly through one or more
resellers;


 


WHEREAS,
the parties desire to enter into this Agreement in
order to, among other things, (i) terminate the Non-Exclusive License
Agreement and replace the non-exclusive license granted therein with an
exclusive license, and (ii) grant additional non-exclusive licenses to the
Licensed Software, in each case on the terms and subject to the conditions set
forth herein; and


 


WHEREAS,
University is willing to grant the rights and licenses
hereunder;


 


NOW,
THEREFORE, in consideration of the premises and the
mutual covenants contained herein, the parties hereto agree as follows:


 


SECTION 1. 
DEFINITIONS


 


For the
purposes of this Agreement, the following words and phrases shall have the
following meanings:


 


1.01                           “Affiliates”
shall mean every officer, director, employee, agent, and representative of
Licensee, and any person, corporation, or entity, which, directly or
indirectly, or through one or more intermediaries, controls, is controlled by,
or is under common control with Licensee, as well as every officer, director,
agent and representative of any such person, corporation or entity.


 


1.02                           “Derivative
Products” shall mean any computer program in object code or source code form
developed by or for Licensee which is a modification of, enhancement to,
derived from, or based upon the Licensed Software.


 


1.03                           “Developer”
shall mean a third party developer or system integrator.


 


1.04                           “Documentation”
shall mean any all user manuals, training materials, and other documentation or
materials, in any form, pertaining to the Licensed Software supplied to
Licensee by University pursuant to this Agreement.


 


**CONFIDENTIAL**


 

















 


NOTE: All provisions in this Agreement indicated by “[REDACTED]” are
confidential and have been omitted from this copy of the Agreement and filed
separately with the Securities and Exchange Commission


 


1.05                           “End
User” shall mean the person or entity that uses a Derivative Product in object
code form for its own purposes in the regular course and not for resale to
others.


 


1.06                           “Effective
Date” shall mean the date of the last signature on this Agreement.


 


1.07                           “Field
of Use” shall mean language learning and language instruction products and
services, including software, online applications and language learning and
instruction services.


 


1.08                           “Licensed
Software” shall mean the computer programs in source code and object code form
described in Appendix A attached hereto and all related Documentation.  For the avoidance of doubt, the computer
programs in source code and object code form supplied to Licensee by University
pursuant to the Non-Exclusive License Agreement are part of the Licensed
Software.


 


1.09                           “License
Fee” shall have the meaning set forth in Section 6.01.


 


1.10                           “Maintenance”
shall mean technical support for the Licensed Software and Derivative
Products.  For the avoidance of doubt,
any Maintenance provided shall be provided solely by Licensee.


 


1.11                           “Net
Sales” shall mean all revenue received by or on behalf of Licensee from the
sale, sublicense, or transfer of [REDACTED],
whether invoiced or not, less (i) allowances for returns; (ii) shipping
and insurance costs; and (iii) wholesaler and cash discounts in amounts
customary in the trade to the extent actually granted.  No deductions shall be made for commissions,
or for the costs of collections.  Net
Sales shall also include the fair market value of any non-cash consideration
received by Licensee for the sale, sublicense, or transfer of [REDACTED] in source code or object code form.  Net Sales shall not include any revenue
received in connection with the provision of Related Services.


 


1.12                           “Non-Exclusive
License Agreement” shall have the meaning set forth in the recitals above.


 


1.13                           “Related  Services” 
shall  mean  documentation 
(other  than  the 
licensed Documentation), training, demonstration, product customization,
product development, technical support or consulting services that relate to
the [REDACTED] and are provided by Licensee
in an arm’s length transaction as a separate product or service line item that
does not cover or include any payment component related to the sales of [REDACTED] by or on behalf of Licensee, its distributors,
development partners or its sublicensees.


 


1.14                           “Royalty”
shall mean any consideration paid by Licensee to University pursuant to this
Agreement.


 


1.15                           [REDACTED]


 


SECTION 2. 
GRANT OF RIGHTS AND ACCEPTANCE


 


2.01                           Non-Exclusive
Licenses.  University hereby
grants,  and  Licensee hereby accepts, subject to the terms
and conditions of this Agreement, a non-exclusive, non- sublicensable (except
as explicitly permitted herein), non-transferable (except as explicitly 


 


**CONFIDENTIAL**


 


2

















 


NOTE: All provisions in this Agreement indicated by “[REDACTED]” are
confidential and have been omitted from this copy of the Agreement and filed
separately with the Securities and Exchange Commission


 


permitted herein) and  non-assignable (except as explicitly
permitted herein), perpetual, irrevocable, worldwide license:


 


(a)                                  to
(i) access, copy, display, execute, install, load, transmit, host, store,
and otherwise use, and (ii) modify, improve, interpret, compile,
recompile, and create derivative works from, the Licensed Software in source
code form to create one or more Derivative Products;


 


(b)                                 to
merge, combine, incorporate, embed and/or integrate the Licensed Software and
any derivative works from the Licensed Software into any Derivative Products;


 


(c)                                  to
use, manufacture, reproduce (in any medium), have reproduced, display, perform,
sell, market, license and otherwise transfer and/or distribute (i) one or
more Derivative Products (including any incorporated portion of the Licensed
Software), and (ii) any portion of the Licensed Software and any
derivative works from the Licensed Software incorporated into Language Learning
Products, in each case (items (i) and (ii)) in object code form to one or
more End Users, directly or indirectly through one or more resellers; and


 


(d)                                 to
use, manufacture, reproduce (in any medium), have reproduced, display, perform,
sell, market, license and otherwise transfer and/or distribute one or more [REDACTED] (including any incorporated portion of the
Licensed Software) in source or object code form.


 


2.02                           Exclusive
Licenses.  University hereby grants
and Licensee hereby accepts, subject to the terms and conditions of this
Agreement, an exclusive (subject to the rights reserved in Section 2.03
below), non-sublicensable (except as explicitly permitted herein), non-
transferable (except as explicitly permitted herein) and non-assignable (except
as explicitly permitted herein), perpetual, irrevocable, worldwide license:


 


(a)                                  to
(i) access, copy, display, execute, install, load, transmit, host, store,
and otherwise use, and (ii) modify, improve, interpret, compile,
recompile, and create derivative works from, the Licensed Software in source
code form to create one or more Derivative Products in the Field of Use; and


 


(b)                                 to
use, manufacture, reproduce (in any medium), have reproduced, display, perform,
sell, market, license and otherwise transfer and/or distribute one or more
Derivative Products (including any incorporated portion of the Licensed
Software) in the Field of Use in object code form to one or more End Users,
directly or indirectly through one or more resellers.


 


In addition,
the University hereby agrees that it shall contractually restrict any subsequent
licensees of the Licensed Software (including any previous and/or subsequent
editions of such software) from creating products or services, either directly
or through the use of any [REDACTED], in
the Field of Use.


 


2.03                           Limited
Exceptions to Exclusivity. 
Notwithstanding the forgoing, the exclusive rights granted in Section 2.02
are subject to the following:


 


**CONFIDENTIAL**


 


3

















 


NOTE: All provisions in this Agreement indicated by “[REDACTED]” are confidential
and have been omitted from this copy of the Agreement and filed separately with
the Securities and Exchange Commission


 


(a)                                  the
nonexclusive licenses the University granted prior to the Effective Date to the
third parties listed in Appendix B for use of previous versions of the Licensed
Software,


 


(b)                                 [REDACTED]


 


(c)                                  the
University’s reserved rights under Section 4 below.


 


Notwithstanding
anything to the contrary, the parties agree that the University shall not grant
a license to any third parties for use of any previous and/or subsequent
versions of the Licensed Software in the Field of Use except as otherwise
expressly provided herein Section 2.03.


 


2.04                           Termination
of Non-Exclusive License Agreement. 
From and after the Effective Date, the Non-Exclusive License Agreement
shall be terminated and, except as provided in 11.11 thereof, of no further
force or effect.


 


SECTION 3. 
SUBLICENSE RIGHTS AND LICENSE EXCLUSIONS


 


3.01                           Sublicenses.  Licensee may grant (a) unlimited
sublicenses under Sections 2.01 (a), 2.01 (b) and 2.02(a) to its
Affiliates, (b) unlimited sublicenses under Sections 2.01 (b), 2.01 (c),
2.01 (d) and 2.02(b) to resellers and/or End Users, and (c) unlimited
sublicenses under Section 2.01 (d) to Developers with the right to
grant further sublicenses to End Users. 
The licenses granted in Section 2 also confer on Licensee the right
to support, maintain and service the Licensed Software and Derivative Products
and to authorize any contractor or other service provider, including any third-party
hosting or maintenance service, to exercise any rights and/or perform any acts
that Licensee is permitted to exercise or perform pursuant to this Agreement.


 


3.02                           Restrictions
on Use; Trademarks; No Technical Support.


 


(a)                                  Except
as expressly authorized herein, Licensee shall not: (i)  copy or modify
the Licensed Software; or


 


(i)                                     reverse
compile or reverse assemble all or any portion of the Licensed Software that is
provided solely in object code form; or


 


(ii)                                  disclose  the 
results  of  Licensed  Software 
performance benchmarks to any third party without University’s prior
written consent; or


 


(iii)                               export
the Licensed Software in violation of U.S. Department of Commerce export
administration regulations.


 


(b)                                 No
license, right or interest in any University trademark, trade name or service
mark is granted hereunder.


 


(c)                                  Licensee
acknowledges that the Licensed Software is provided without any technical
support, telephone, email or otherwise, including but not limited to
modifications, improvements, customizations, patches, bug fixes.  Licensee acknowledges that it shall be solely
responsible for obtaining any technical support.


 


**CONFIDENTIAL**


 


4

















 


NOTE: All provisions in this Agreement indicated by “[REDACTED]” are
confidential and have been omitted from this copy of the Agreement and filed
separately with the Securities and Exchange Commission


 


SECTION 4. 
UNIVERSITY RIGHTS


 


4.01                           University
shall have the right to use the Licensed Software for its own research and
education, including sponsored research; provided, however, that University
shall not have the right to grant additional licenses for the Licensed Software
(including any previous or subsequent versions of the Licensed Software) in the
Field of Use to third parties who sponsor research.


 


SECTION 5. 
TITLE AND PROTECTION


 


5.01                           Title
to Licensed Software.  Except for the
rights and licenses granted herein, the University retains all right, title and
interest in and to any and all portions of the Licensed Software.


 


5.02                           Title
to Derivative Products.  Licensee
retains all right, title and interest in and to any and all portions of a
Derivative Product created by or for Licensee (including any derivative works
of the Licensed Software).  Licensee
shall affix, to each full or partial copy of the Derivative Products made by
Licensee, appropriate copyright and proprietary information notices for the
Licensed Software.  No rights or licenses
to the Language Learning Products are granted to the University herein, in the
Non-Exclusive License Agreement or otherwise and none may be inferred from the
terms of the Non-Exclusive License Agreement or this Agreement.


 


5.03                           Obligations
of the Parties.  Except as explicitly
permitted herein, each party (a) acknowledges that the Licensed Software
(including any previous or subsequent versions) contains valuable proprietary
information, and (b) agrees not to (i) disclose the Licensed Software
(including previous and subsequent versions) in source code form to anyone
other than those of its subsequent licensees, its employees or consultants or
the University’s academic institution research grant partners under
nondisclosure obligations, having a need to know for purposes consistent with
this Agreement; and (ii) disclose the Licensed Software (including
previous and subsequent versions) in object code form unless it is fully
complied; and (iii) make the Licensed Software in source code form freely
available to the public.  Each party
shall take any actions reasonably requested by the other party, at the other
party’s expense, to perfect and protect the rights, title and interest
acknowledged and agreed to this Section 5. 
The obligations  set  forth 
in  this  Section  5  shall 
survive  the  termination of this Agreement.  Notwithstanding the foregoing, the
obligations set forth in this Section 5.03(b)(i) and (ii) shall
terminate after a period of ten (10) years after the Effective Date.


 


SECTION 6. 
PAYMENTS


 


6.01                           License
Fee.  The University acknowledges
receipt from the Licensee of the payments specified in Section 6 of the
Non-Exclusive License Agreement. 
Licensee agrees to pay to University a one-time, nonrefundable license
fee of $[REDACTED] (the “License Fee”) within
thirty (30) days from the Effective Date.


 


6.02                           Earned
Royalties.  Licensee agrees to pay
University earned royalties at the rate of [REDACTED]
percent ([REDACTED]%) of Net Sales of all [REDACTED] sold or otherwise transferred and/or distributed
by Licensee; provided, however, that upon tender of payments in
the aggregate amount of $[REDACTED]
(including the fee set forth in Section 6.01 above), Licensee shall have
and be deemed to have been granted by the University an irrevocable, 


 


**CONFIDENTIAL**


 


5

















 


NOTE: All provisions in this Agreement indicated by “[REDACTED]” are
confidential and have been omitted from this copy of the Agreement and filed
separately with the Securities and Exchange Commission


 


perpetual, worldwide,
royalty-free and fully paid-up license of all rights denominated in Section 2
hereof without the requirement of any further royalties otherwise payable
hereunder.  For avoidance of doubt, when
calculating the aggregate payments made by Licensee hereunder, the $[REDACTED] License Fee specified in Section 6.01 shall
be included.  In addition, no royalties
shall be payable to the University on the sale, transfer or distribution of
Language Learning Products or any Derivative Products that are not [REDACTED].


 


6.03                           Payment
Terms.  Unless otherwise provided
herein, all payments required under this Agreement shall be due within thirty
(30) days of the end of each calendar quarter. 
Royalties are payable in arrears. 
Payments past due shall bear interest at the rate of one and one half
percent (1.5%) per month compounded, or the maximum interest rate allowed by
applicable law, whichever is less.


 


SECTION 7. 
REPORTS, RECORDS AND AUDITS


 


7.01                           Royalty
Reports.  Licensee shall, without
request by University, render to University written accounts for each calendar
quarter in which Net Sales of [REDACTED] subject
to royalty hereunder are made (which reports shall provide Net Sales data for
the prior three (3) month period) and shall simultaneously pay to
University the Royalties due on such Net Sales, if any, in United States
Dollars.  With respect to sales outside
the United States, payments shall be calculated based on currency exchange
rates as set forth below.  For each month
and each currency, such exchange rate shall be the daily exchange rate in effect
on the last day of the calendar quarter. 
Each such exchange rate shall be obtained from the Reuters Daily Rate
Report or The Wall Street Journal, Eastern
Edition, or, if not so available, as otherwise agreed by the parties.  The written report shall be in the form of
the report of Appendix C.  All royalty
reports, and the data contained therein, shall be the confidential information
of the Licensee for purposes of Section 8.


 


7.02                           Records.  Licensee shall keep accurate records in
sufficient detail to enable the Royalties accrued and payable under this
Agreement to be determined.  Such records
shall be retained for at least three (3) years after the close of the
period to which they pertain, or for such longer time as may be required to
finally resolve any question or discrepancy raised by University.


 


7.03                           Audit.  Upon the request of University, with
reasonable notice, but not more frequently than once a year, Licensee shall
permit an independent public accountant selected and paid by University, to have
access during regular business hours to such records as may be necessary to
verify the accuracy of Royalty payments made or payable hereunder.  Said accountant shall disclose information
acquired to University only to the extent that it should properly have been
contained in the royalty reports required under this Agreement.  If an inspection shows an underreporting or
underpayment in excess of five percent (5%) for any twelve (12) month period,
then Licensee shall reimburse University for the reasonable cost of the
independent public accountant and pay the amount of the underpayment including
any interest as required by this Agreement. 
All reports of the independent public accountant, and the data contained
therein, shall be the confidential information of the Licensee for purposes of Section 8.


 


**CONFIDENTIAL**


 


6

















 


NOTE: All provisions in this Agreement indicated by “[REDACTED]” are
confidential and have been omitted from this copy of the Agreement and filed
separately with the Securities and Exchange Commission


 


SECTION 8. 
CONFIDENTIALITY


 


8.01                           Confidentiality
Obligations.  Each party shall
exercise reasonable care to protect the confidential information related to the
Licensed Software from disclosure to third parties; and no such disclosure
shall be made without the disclosing party’s written permission.  All written documents containing confidential
information and other material in tangible form received by either party under
this Agreement shall remain the property of the disclosing party, and such
documents and materials, together with copies of excerpts thereof, shall
promptly be returned to disclosing party upon request, except one copy may be
retained for archival purposes.


 


8.02                           Colorado
Public Records Act.  Licensee
acknowledges that University is subject to the Colorado Public Records Act
(C.R.S. §§ 24-72-201 et seq.).  All plans
and reports marked “confidential” shall be treated by University as
confidential to the extent permitted under § 24- 72-204.


 


SECTION 9. 
MAINTENANCE AND RIGHTS TO SUE INFRINGERS


 


9.01                           Responsibility
for Maintenance.  Licensee shall be
solely responsible for the provision of Maintenance to End Users.  University shall have no obligation to
provide Maintenance to Licensee or End Users.


 


9.02                           Right
to Sue Infringers.  Licensee, as an
exclusive licensee under Section 2.02, shall have the right (but not the
obligation) to institute and prosecute, at its own expense, suits for
infringement of the Licensed Software in the Field of Use and, if required by
law, the University will join as a party plaintiff in any such suits.  All expenses in such suits will be borne
entirely by the Licensee, and any recovery in excess of litigation costs and
reasonable attorney fees shall be shared equally between Licensee and
University.


 


SECTION 10. 
WARRANTIES AND INDEMNIFICATIONS


 


10.01                     Disclaimer.  UNIVERSITY MAKES NO REPRESENTATIONS, EXTENDS
NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ASSUMES NO
RESPONSIBILITIES WHATSOEVER WITH RESPECT TO USE, SALE, OR OTHER DISPOSITION BY
LICENSEE, SUBLICENSEE(S), OR THEIR VENDEES OR OTHER TRANSFEREES OF LICENSED
SOFTWARE, DOCUMENTATION OR DERIVATIVE PRODUCTS. 
THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, NOR WARRANTIES THAT THE USE OR SALE OF SUCH LICENSED
SOFTWARE WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, SERVICE MARK, OR
OTHER RIGHTS.


 


10.02                     Condition
of Licensed Software.  Licensee
agrees to accept delivery of the Licensed Software in “as- is” condition.  On the Effective Date, University’s legal
counsel is not aware of any claims of patent infringement, copyright
infringement, or the infringement of any other rights of third parties related
to the Licensed Software


 


10.03                     Other
Disclaimers.  Notwithstanding
anything in this Agreement to the contrary, nothing in this Agreement shall be
construed as:


 


**CONFIDENTIAL**


 


7

















 


NOTE: All provisions in this Agreement indicated by “[REDACTED]” are
confidential and have been omitted from this copy of the Agreement and filed
separately with the Securities and Exchange Commission


 


(a)                                  A
warranty or representation that the Licensed Software or anything made, used,
sold or otherwise disposed of under this Agreement will or will not infringe
patents, copyrights or other rights of third parties; or


 


(b)                                 An
obligation to furnish any know-how or technology not provided in the Licensed
Software, to bring or prosecute actions or suits against third parties for
copyright infringement (provided that University will, at Licensee’s expense,
join an action for infringement as provided in Section 9.2 if required by
law) or to provide any services other than those specified in this Agreement.


 


10.04                     Indemnification.  Licensee shall indemnify, defend, and hold
University, its regents, employees, students, officers, agents, affiliates, and
representatives harmless from and against 
all  liability,  demands, 
damages,  losses,  and 
expenses  (including  attorney fees)(collectively “Losses”), for
third party claims relating to death, personal injury, illness, property
damage, noncompliance with applicable laws and any other third party claim,
proceeding, demand, expense and liability of any kind whatsoever in connection
with or arising out of:


 


(a)                                  the
use by or on behalf of Licensee, its sublicensees, Affiliates, directors,
officers, employees, or third parties of any Licensed Software, Documentation
or Derivative Products; or


 


(b)                                 the  design, 
manufacture,  production,  distribution, 
advertisement, consumption, sale, lease, or sublicense of any Derivative
Product by Licensee;


 


provided,
however, that Licensee shall have no obligations under this Section 10.04
if and to the extent the Losses are due to the negligence or intentional
misconduct of University, its regents, employees, students, officers, agents,
affiliates, and representatives.


 


10.05                     Limitation
of damages.  Neither party shall be
liable for any special, incidental, consequential, exemplary, or punitive damages
including damages for loss of business profits, business interruption, loss of
business information, or other pecuniary loss, even if a party has been advised
of the possibility of these damages.


 


SECTION 11. 
TERMINATION


 


11.01                     Termination
by Licensee.  Licensee may terminate
this Agreement at any time on sixty (60) days written notice to University if
Licensee:


 


(a)                                  pays
all License Fees due, as set forth in Section 6.01 above; and


 


(b)                                 returns
any confidential materials provided to Licensee by University in connection
with this Agreement; and


 


(c)                                  suspends
any future use of the Licensed Software and future sales of Derivative Products
provided however, that subject to making the payments required by Section 6.01,
Licensee may for a period of ninety (90) days after the effective date of such
termination, sell all Derivative Products which may be in inventory; and


 


**CONFIDENTIAL**


 


8














 


NOTE: All provisions in this Agreement indicated by “[REDACTED]” are
confidential and have been omitted from this copy of the Agreement and filed
separately with the Securities and Exchange Commission


 


(d)                                 provides
University a non-exclusive right to access any regulatory information filed
with any U.S. or foreign government agency with respect to Licensed Software
and Derivative Products.


 


11.02                     Termination
by the University.  University may
terminate this Agreement in the event that:


 


(a)                                  Licensee
fails to pay University any amounts when due to University hereunder and
Licensee fails to make such payment within thirty (30) days of written notice
from the University; provided, however, that University may not terminate this
Agreement for Licensee’s failure to pay a Royalty amount that is reasonably
disputed by the parties in good faith so long as (i) all such disputed
amounts deposited into an interest bearing escrow account, and (ii) all
amounts not disputed are paid when due. 
Any amounts payable to the University from the escrow account shall also
include the interest.


 


(b)                                 Licensee
becomes insolvent, files a petition in bankruptcy, has such a petition filed
against it, determines to file a petition in bankruptcy, or receives notice of
a third party’s intention to file an involuntary petition in bankruptcy and
fails to rectify any such filing within sixty (60) days; or


 


(c)                                  Licensee
is in material breach of this Agreement and Licensee fails to cure such
material breach within thirty (30) days of written notice of the breach from
the University.


 


SECTION 12. 
MISCELLANEOUS


 


12.01                     Successors
and Assigns.  This Agreement shall be
binding upon and inure to the benefit of the respective successors and assigns
of the parties hereto.  However, Licensee
may not assign its rights in this Agreement without prior written approval by
University, such approval not to be unreasonably withheld, except that Licensee
may assign its rights in this Agreement without prior approval to an Affiliate
or any successor in interest to Licensee, whether by merger, acquisition, asset
purchase, or otherwise.


 


12.02                     Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of Colorado.


 


12.03                     Notice.  Notice hereunder shall be deemed sufficient
if given by registered mail, postage prepaid, and addressed to the party to
receive such notice at the address given below, or such other address as may
hereafter be designated by notice in writing.


 


	
  University:  

  Office of Technology Transfer 

  University of Colorado 

  Suite 100,4740 Walnut Street 

  Campus Box 588 UCB 

  Boulder, CO 80309

  	
   

  	
  Licensee:  

  Fairfield Language Technologies 

  135 West Market St 

  Harrisonburg, VA 22801 

  Attention: General Counsel

  



 


12.04                     Press
Releases.  Licensee agrees not to
identify University in any promotional advertising, press releases, sales
literature or other promotional materials to be disseminated to the public or
any portion thereof without University prior written consent in each case,
except 


 


**CONFIDENTIAL**


 


9

















 


NOTE: All provisions in this Agreement indicated by “[REDACTED]” are
confidential and have been omitted from this copy of the Agreement and filed
separately with the Securities and Exchange Commission


 


that Licensee may state that it
has a license for the Licensed Software from University and License may display
copyright notices as required by this Agreement or applicable law.  Licensee further agrees, except as expressly provided
herein, not to use the name of University or any University faculty member,
inventor, employee or student or any trademark, service mark, trade name,
copyright or symbol of University, without the prior written consent of the
University, entity or person whose name is sought to be used.


 


12.05                     Export
and Marking.  Licensee agrees to:


 


(a)                                  cause
Licensed Software, Documentation and Derivative Products sold in the United
States under this license to be marked with the notice of copyright protection,
as may be appropriate.


 


(b)                                 comply
with all laws and regulations of the United States and any other country as
appropriate concerning or controlling the import or export of the Licensed
Software and Derivative Products. 
University makes no representation that a license or consent for export
will not be required by applicable governmental agencies, or if required, that
it will be issued.


 


12.06                     Dispute
Resolution.  In the event of any
dispute arising out of or relating to this Agreement, the affected party shall
promptly notify the other party (the date of such notice being the “Notice Date”),
and the parties shall attempt in good faith to resolve the matter.  Any disputes not so resolved shall be
referred to senior executives, who shall meet at a mutually acceptable time and
location within thirty (30) days of the Notice Date and shall attempt to
negotiate a settlement.  If the senior
executives fail to meet within thirty (30) days of the Notice Date, or if the
matter remains unresolved for a period of sixty (60) days after the Notice
Date, the parties hereby irrevocably submit to the jurisdiction of a court of
competent jurisdiction in the State of Colorado, and, by execution and delivery
of this Agreement, each (a) accepts, generally and unconditionally, the
jurisdiction of such court and any related appellate court, and (b) irrevocably
waives any objection it may now or hereafter have as to the venue of any such
suit, action or proceeding brought in such court or that such court is an
inconvenient forum.


 


12.07                     Entire
Agreement.  The terms and provisions
contained in this Agreement constitute the entire Agreement between the parties
and shall supersede all previous communications,  representations,  agreements 
(including  the  Non-Exclusive 
License Agreement) or understandings, either oral or written, between
the parties hereto with respect to the subject matter hereof, and no agreement
or understanding varying or extending this Agreement will be binding upon
either party hereto, unless in writing which specifically refers to this
Agreement, signed by duly authorized officers or representatives of the
respective parties, and the provisions of this Agreement not specifically
amended thereby shall remain in full force and effect according to their terms.


 


12.08                     Severability.  The provisions of this Agreement are
severable, and in the event that any provision of this Agreement is determined
to be invalid or unenforceable under any controlling body of the law, such
invalidity or unenforceability will not in any way affect the validity or
enforceability of the remaining provisions hereof.


 


12.09                     Relationship
of the Parties.  This Agreement does
not establish a joint venture, agency or partnership between the parties, nor
create an employer - employee relationship.


 


**CONFIDENTIAL**


 


10

















 


NOTE: All provisions in this Agreement indicated by “[REDACTED]” are
confidential and have been omitted from this copy of the Agreement and filed
separately with the Securities and Exchange Commission


 


12.10                     No
Waiver of Immunities.  The parties
agree that nothing in this Agreement is intended or shall be construed as a
waiver, either express or implied, of any of the immunities, rights, benefits,
defenses or protections provided to University under governmental or sovereign
immunity laws from time to time applicable to University, including, without
limitation, the Colorado Governmental Immunity Act (C.R.S. §§ 24-10-101, et
seq.) and the Eleventh Amendment to the United States Constitution.


 


12.11                     No
Third-Party Beneficiaries.  Nothing
in this Agreement shall be construed as giving any person or entity, other than
the parties hereto and their successors and permitted assigns, any right,
remedy or claim under or in respect of this Agreement or any provision hereof.


 


12.12                     Survival.  If this Agreement terminates for any reason,
all liabilities that have accrued, and all licenses that have been granted,
prior to the date of termination shall survive. 
In addition, the provisions of Sections 5 and 9.01, and Sections
7.02,10.01-10.03,12.02,12.04, 12.06-12.08,12.10 and this Section 12.12,
and any other provision of this Agreement that by its nature is intended to
survive, shall survive any termination of this Agreement.


 


12.13                     Counterparts,
Etc.  This Agreement and any
amendments hereto may be executed in one or more counterparts, each of which
shall be an original, but all of which together shall constitute one
instrument.  The headings in this
Agreement are inserted for convenience only and shall not constitute a part
hereof.  As used herein, except as the
context otherwise indicates, the singular shall include the plural and vice
versa and words of any gender shall include any other gender.  The conjunction “or” shall be understood in
its inclusive sense (and/or).  The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without
limitation.”


 


[End of text, signature page follows]


 


**CONFIDENTIAL**


 


11

















 


NOTE: All provisions in this Agreement indicated by “[REDACTED]” are
confidential and have been omitted from this copy of the Agreement and filed
separately with the Securities and Exchange Commission


 


IN WITNESS
WHEREOF the parties hereto have caused this Software License Agreement, which
is effective on the date of the last to sign below, to be executed in duplicate
by their respective duly authorized officers.


 


	
  THE
  REGENTS OF THE UNIVERSITY OF 

  COLORADO

  	
   

  	
  FAIRFIELD &
  SONS, LTD. 

  D/B/A FAIRFIELD LANGUAGE TECHNOLOGIES

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Office
  of Technology Transfer 

  University of Colorado 

  Suite 100, 4740 Walnut Street 

  Campus Box 588 UCB 

  Boulder, CO 80309-0589

  	
   

  	
  Fairfield
  Language Technologies 

  135 West Market 

  St Harrisonburg, VA 22801

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Approved as to Legal Sufficiency:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  
													



 


**CONFIDENTIAL**


 


12

















 


NOTE: All provisions in this Agreement indicated by “[REDACTED]” are
confidential and have been omitted from this copy of the Agreement and filed
separately with the Securities and Exchange Commission


 


APPENDIX A


 


[REDACTED]


 


**CONFIDENTIAL**


 


13

















 


NOTE: All provisions in this Agreement indicated by “[REDACTED]” are
confidential and have been omitted from this copy of the Agreement and filed
separately with the Securities and Exchange Commission


 


APPENDIX B



[REDACTED]


 


**CONFIDENTIAL**


 

















 


NOTE: All provisions in this Agreement indicated by “[REDACTED]” are
confidential and have been omitted from this copy of the Agreement and filed
separately with the Securities and Exchange Commission


 


APPENDIX C




ROYALTY REPORT FOR [REDACTED]


 


	
  Licensee:

  	
  CU Case No.:

  
	
  Inventor:

  	
  Patent #:

  
	
  Period Covered:

  	
  From:
               /        /

  	
  Through:
                /        /

  
	
  Prepared By:

  	
  Date:

  
	
  Approved By:

  	
  Date:

  
			



 


	
  If license covers several major product lines, please prepare a
  separate report 

  for each line.  Then combine all
  product lines into a summary report.

  
	
   

  
	
  Report
  Type:

  	
   

  	
  Single
  Product Line Report:

  	
   

  
	
   

  	
   

  	
  Multiproduct
  Summary Report.  Page 1 of        Pages

  
	
   

  	
            

  	
  Product
  Line Detail.

  	
   

  	
  Line:        
  Trademark:            
  Pages:           

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Report
  Currency:  U.S. Dollars

  
						



 


	
   

  	
   

  	
  Unit

  	
   

  	
  Royalty

  	
   

  	
  Quarterly
  Royalty Amount

  
	
  Country

  	
   

  	
  Sales

  	
   

  	
  Rate

  	
   

  	
  This
  Year

  	
   

  	
  Last
  Year

  
	
  USA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Canada

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Europe

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Japan

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Sublicense
Fees this quarter: $      (attach
page showing names, addresses, and telephone numbers; and amount of fees
received; territory; field of use)


 


The
following royalty forecast is non-binding and for CU’s internal planning
purposes only:


Royalty
Forecast Under This Agreement:


 


Next
Quarter:               Q2:               Q3:               Q4:               


 


**CONFIDENTIAL**