CUSTOMER AGREEMENTS.
SUCH MONIES WILL BE PRORATED FOR THE MONTH BASED UPON A
THIRTY (30) DAY MONTH;
2.1.12
"EFFECTIVE DATE" MEANS JANUARY 10, 2005;
2.1.13
"ESCROW AGREEMENT" HAS THE MEANING GIVEN IN
SECTION 9 HEREOF;
2.1.14
"ESCROW FUND" HAS THE MEANING GIVEN IT IN
THE ESCROW AGREEMENT (SCHEDULE 9);
2.1.15
"GAAP" MEANS GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES IN CANADA, FROM TIME TO TIME, APPLIED ON A CONSISTENT BASIS WITH
PRIOR PERIODS;
2.1.16
"GOVERNMENTAL ENTITY" MEANS ANY FOREIGN,
CANADIAN FEDERAL AND PROVINCIAL, UNITED STATES FEDERAL, STATE, COUNTY, MUNICIPAL
OR OTHER LOCAL JURISDICTION, POLITICAL ENTITY, BODY, ORGANIZATION, SUBDIVISION
OR BRANCH, LEGISLATIVE OR EXECUTIVE AGENCY OR DEPARTMENT OR OTHER REGULATORY
SERVICE, AUTHORITY OR AGENCY; WHETHER IT BE CANADIAN, AMERICAN OR FOREIGN;
2.1.17
"INDEMNIFYING PARTY" HAS THE MEANING GIVEN
IT SECTION 12.3;
2.1.18
"INTELLECTUAL PROPERTY RIGHTS" MEANS: (I)
ANY AND ALL PROPRIETARY RIGHTS PROVIDED UNDER: (A) PATENT LAW; (B) COPYRIGHT
LAW; (C) TRADE-MARK LAW; (D) DESIGN PATENT OR INDUSTRIAL DESIGN LAW; OR (E) ANY
OTHER STATUTORY PROVISION OR COMMON LAW PRINCIPLE APPLICABLE TO THIS AGREEMENT,
INCLUDING TRADE SECRET LAW, WHICH MAY PROVIDE A RIGHT IN EITHER: (A) IDEAS,
FORMULAE, ALGORITHMS, CONCEPTS, INVENTIONS OR KNOW-HOW GENERALLY; OR (B) THE
EXPRESSION OR USE OF SUCH IDEAS, FORMULAE, ALGORITHMS, CONCEPTS, INVENTIONS OR
KNOW-HOW; AND (II) ANY AND ALL APPLICATIONS, REGISTRATIONS, LICENSES,
SUB-LICENSES, FRANCHISES, AGREEMENTS OR ANY OTHER EVIDENCE OF A RIGHT IN ANY OF
THE FOREGOING;
2.1.19
"CUSTOMER AGREEMENTS" MEANS ALL AGREEMENTS
BETWEEN BLOCKADE AND CUSTOMERS RELATING TO THE SOFTWARE, INCLUDING,
WITHOUT
LIMITATION, LICENSE, MAINTENANCE AND SUPPORT AGREEMENTS IN EACH CASE TO THE
EXTENT IDENTIFIED ON SCHEDULE 2.1.9;
2.1.20
"CUSTOMER SOFTWARE" MEANS THE SOFTWARE,
SOURCE CODE AND DOCUMENTATION LISTED ON SCHEDULE 2.1.20(A) AND (B);
2.1.21
"LEGAL REQUIREMENT" MEANS ALL APPLICABLE
FOREIGN, CANADIAN FEDERAL AND PROVINCIAL, UNITED STATES FEDERAL, STATE, COUNTY,
MUNICIPAL OR OTHER LOCAL CRIMINAL, CIVIL OR COMMON LAWS, STATUTES, ORDINANCES,
JUDGMENTS, ORDERS, CODES, RULES, REGULATIONS, PERMITS, POLICIES, GUIDANCE
DOCUMENTS, JUDGMENTS, DECREES, INJUNCTIONS, OR AGREEMENT OF ANY GOVERNMENTAL
ENTITY;
2.1.22
"LIENS" HAS THE MEANING GIVEN IT IN SECTION
3.1;
2
2.1.23
"LOSSES" HAS THE MEANING GIVEN IT IN SECTION
12.1;
2.1.24
"MAINTENANCE REVENUES" MEANS MONIES
COLLECTED AND EARNED FROM CUSTOMERS WHO HAVE CHOSEN AND CONTRACTED TO ACCEPT
MAINTENANCE SERVICES RELATING TO THE SOFTWARE.
FOR PURPOSES OF THIS AGREEMENT,
"MAINTENANCE REVENUE" WILL BE CALCULATED ON A FULL CALENDAR MONTH BASIS AND
DETERMINED ON THE EFFECTIVE DATE;
2.1.25
"PERSON" IS TO BE BROADLY INTERPRETED AND
INCLUDES, WITHOUT LIMITATION, AN INDIVIDUAL, BODY CORPORATE, PARTNERSHIP,
LIMITED LIABILITY COMPANY, JOINT VENTURE, TRUST, ASSOCIATION, UNINCORPORATED
ORGANIZATION, ANY GOVERNMENTAL BODY, AGENCY OR AUTHORITY OR ANY OTHER ENTITY
RECOGNIZED BY APPLICABLE LAW;
2.1.26
"PROFESSIONAL SERVICES REVENUES" MEANS
MONIES COLLECTED AND EARNED FROM CUSTOMERS FOR SERVICES RELATED TO TRAINING AND
IMPLEMENTATION OF THE SOFTWARE
2.1.27
"PROGINET INDEMNIFIED PARTY" HAS THE MEANING
GIVEN IT IN SECTION 12.2;
2.1.28
"REPRESENTATIVES" MEANS, IN RESPECT OF
EITHER PARTY TO THIS AGREEMENT, ITS DIRECTORS, EMPLOYEES, ACCOUNTANTS, AND OTHER
AUTHORIZED AGENTS AND REPRESENTATIVES;
2.1.29
"RECEIVING PARTY" HAS THE MEANING GIVEN IT
IN SECTION 12.1;
2.1.30
"SOFTWARE" MEANS THE CUSTOMER SOFTWARE AND
ALL