THAT: (A) LICENSEE PROMPTLY NOTIFIES LICENSOR IN WRITING UPON BECOMING
AWARE OF ANY SUCH CLAIM; (B) LICENSEE GRANTS LICENSOR SOLE CONTROL OF THE
DEFENSE AND ALL RELATED SETTLEMENT NEGOTIATIONS; AND (C) LICENSEE PROVIDES
LICENSOR WITH THE REASONABLE ASSISTANCE, INFORMATION AND AUTHORITY NECESSARY TO
PERFORM LICENSOR'S OBLIGATIONS UNDER THIS SECTION.
REASONABLE OUT-OF-POCKET
EXPENSES INCURRED BY LICENSEE IN PROVIDING SUCH REASONABLE ASSISTANCE TO
LICENSOR WILL BE REIMBURSED TO LICENSEE BY LICENSOR.
THIS SECTION 14 SHALL
SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
15.
SEVERABILITY.
IF ANY PARAGRAPH OR PROVISION OF THIS AGREEMENT
IS FOUND TO BE INVALID OR UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION,
SUCH PARAGRAPH OR PROVISION SHALL BE CONSIDERED DELETED FROM THIS AGREEMENT AND
THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT WITHOUT SUCH PARAGRAPH OR
PROVISION EXCEPT WHERE THE ECONOMIC EQUITY OF BOTH PARTIES HERETO IS MATERIALLY
AFFECTED BY SUCH INVALIDITY OR UNENFORCEABILITY.
16.
TRANSFERABILITY.
THIS AGREEMENT SHALL BE BINDING UPON AND
SHALL INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY, THE PARTIES HERETO AND
THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, LICENSOR ACKNOWLEDGES AND AGREES THAT ANY SALE OR
TRANSFER OF ITS RIGHT, TITLE AND INTEREST IN AND TO THE PROGRAMS OR TECHNICAL
MATERIALS SHALL BE SUBJECT TO THE LICENSES GRANTED TO LICENSEE PURSUANT TO
SECTION 2 OF THIS AGREEMENT.
17.
ENTIRE AGREEMENT.
THE TERMS AND CONDITIONS CONTAINED HEREIN
CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND SHALL SUPERSEDE ALL PREVIOUS COMMUNICATIONS, EITHER
ORAL OR WRITTEN, BETWEEN THE PARTIES WITH RESPECT TO SUCH SUBJECT MATTER.
NO
ORAL EXPLANATION OR ORAL INFORMATION BY EITHER
PARTY HERETO SHALL ALTER THE MEANING OR INTERPRETATION OF THIS AGREEMENT.
NO
MODIFICATION, ALTERATION, ADDITION, OR CHANGE IN THE TERMS HEREOF SHALL BE
BINDING ON EITHER PARTY HERETO UNLESS REDUCED TO WRITING AND DULY EXECUTED BY
THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Effective Date stated above.
SCIENTIGO, INC.
By:
/s/ Doyal Bryant
Name:
Doyal Bryant
Title:
Chief Executive Officer
Date: June 8, 2006
GLOBAL DIRECTORY SOLUTIONS, LLC.
By:
/s/ Harry J. Pettit
Name:
Harry J. Pettit
Title:
President
Date: June 8, 2006
SCHEDULE A
PROGRAMS
SCHEDULE B
PAYMENTS
Licensee will pay the following to Licensor:
1.
Fourteen (14) monthly payments of Ten Thousand Dollars
($10,000.00) each, commencing on the first day of the first calendar month
following the Licensee's receipt of outside financing of at least $3 Million is
received and following at the beginning of each of the next thirteen (13)
calendar months.
2.
A final payment of Five thousand Dollars ($5,000.00) on
the first day of the fifteenth month following the Effective Date.