exv10w31



 









EXHIBIT 10.31









AMENDMENT TO AMENDED AND RESTATED

LICENSE AGREEMENT








THIS AGREEMENT is between Perot Systems Family Corporation, a Texas corporation
(“PSFC”), H. R. Perot, an individual domiciled in Texas (“HRP”; PSFC and HRP
are collectively referred to as “Licensor”), and Perot Systems Corporation, a
Delaware corporation that is the successor in interest to Perot Systems
Corporation, a Texas corporation formerly known as P S Information Systems,
Inc. (“Licensee”).







Preliminary Statements








     PSFC and Licensee are parties to a License Agreement dated as of May 18,
1988 (the “License”), and PSFC, HRP and Licensee are parties to an Amended and
Restated License Agreement dated as of August 1, 1992 (the “Amended License”),
pursuant to which Licensee has been granted certain rights to use the names
“Perot Systems” (the “Name”) and “Perot” (the “Surname”); and











     Licensee, with HRP’s and PSFC’s knowledge and consent, applied to register
the internet domain name “perot.com” with the appropriate authorities in 1990,
and “Perot Systems” as a trademark with Federal and several State governmental
authorities between 1990 and 1992.











NOW, THEREFORE, in consideration of the foregoing and of the mutual promises
set forth in this Agreement, the parties agree as follows:









	



	1.	 	Grant of License. The grant of license in the Amended Licensed is hereby
amended in its entirety to read as follows:
	



	 
	



	 	 	Subject to the terms and conditions of this Agreement, Licensor hereby
grants Licensee and its Affiliates (hereinafter defined)
	









	



	 	(a)	 	a non-exclusive, royalty-free, non-transferable license without
geographic restriction to use the Name as part of their legal
identity and otherwise in connection with their current and future
businesses, products or services, including the right to sublicense
these rights to Affiliates; and
	



	 
	



	 	(b)	 	a non-exclusive, royalty-free, non-transferable license without
geographic restriction to use the Surname as part of Licensee’s and
its Affiliates’ internet domain names.
	









	



	 	 	For purposes of this Agreement, the term “Affiliate” means (i) any legal
entity that, on the date this Agreement is executed, directly or
indirectly owns or controls or is owned or controlled by or is under
common control with Licensee, and (ii) partnerships, joint ventures and
similar business entities in which Licensee has, on the date this
Agreement is executed, a direct or indirect equity interest, including but
not limited to HCL Perot Systems N.V. and its Affiliates.
	



	 
	



	2.	 	Effective Date of Amended License. The effective date of the Amended
License is hereby amended to be May 18, 1988.
	



	 
	



	3.	 	No Other Effect. Except as expressly amended by this Agreement, the terms
and conditions of the Amended License, including but not limited to the rights
relating to termination as set forth in Paragraphs 5 and 6 of the Amended
Licensed, will remain in force and effect.
	












IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have
executed this Agreement on the dates set forth below, to be effective nunc pro
tunc as of May 18, 1988.







	 	 	 	 	 	 	 
	



	PEROT SYSTEMS FAMILY CORPORATION	 	PEROT SYSTEMS CORPORATION
	



	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	



	By:

	 	/s/ H. R. Perot
	 	By:
	 	/s/ Peter Altabef
	

	 	
 
	 	 	 	
 
	Name:

	 	H. R. Perot
	 	Name:
	 	Peter Altabef
	Title:

	 	President
	 	Title:
	 	Vice President and General Counsel
	



	 
	 	 	 	 	 	 
	



	Date:

	 	April 23, 1997
	 	Date:
	 	April 23, 1997
	



	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	



	H.R. PEROT	 	 	 	 
	



	 
	 	 	 	 	 	 
	



	/s/ H. R. Perot	 	 	 	 
	
 	 	 	 	 
	H.R. Perot	 	 	 	 
	














Date: April 23, 1997