Exhibit 10.2
PERPETUAL SOFTWARE LICENSE AGREEMENT
This Perpetual Software License Agreement (the "Agreement") is made and entered
into this 15th day of March, 2009 (the "Effective Date"), by and between CMS
Solutions, Inc., a California corporation ("Licensor"), MITCHELL ALLEE ("Allee")
and RPW Consolidated Information Systems Incorporated, a New Hampshire
corporation ("Licensee").
W I T N E S S E T H :
WHEREAS, Licensor has developed and owns software commonly referred to "Icarus
Airline Web 6.0", which is a content management system designed to assist an
organization in the travel industry streamline its business processes; and
WHEREAS, Licensee wishes to license the Software from Licensor, and Licensor is
willing to license the Software to Licensee, upon the terms and conditions set
forth in this Agreement; and
WHEREAS, Allee owns all of the outstanding shares of stock in Licensor.
NOW, THEREFORE, in consideration of the mutual covenants, agreements and
warranties herein contained, the parties hereby agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
1.1
"EXISTING LICENSE AGREEMENT" SHALL MEAN THAT CERTAIN NON-EXCLUSIVE
LICENSE AGREEMENT FOR THE USE OF THE SOFTWARE SET FORTH ON EXHIBIT "A" ATTACHED
HERETO.
LICENSOR AGREES THAT IT WILL NOT PERMIT THE SOFTWARE TO BE USED UNDER
THE EXISTING LICENSE AGREEMENT FOR ANY PURPOSE BEYOND THE AIRLINE OPERATIONS OF
PINNACLE AIRLINES.
1.2
"INTELLECTUAL PROPERTY" SHALL MEAN ALL LOGOS, DOMAIN NAMES,
TRADEMARKS AND SERVICE MARKS (WHETHER REGISTERED OR UNREGISTERED), TRADE NAMES,
TRADE DRESS, DESIGNS AND GENERAL INTANGIBLES OF LIKE NATURE, TOGETHER WITH ALL
GOODWILL RELATED THERETO (COLLECTIVELY, "TRADEMARKS"); UNITED STATES AND FOREIGN
PATENTS, PATENT APPLICATIONS, PATENT LICENSE RIGHTS, INDUSTRIAL DESIGN
REGISTRATIONS, PATENTABLE INVENTIONS AND CERTIFICATES OF INVENTION (INCLUDING
ANY CONTINUATIONS, CONTINUATIONS-IN-PART, DIVISIONALS, REISSUES, RENEWALS AND
APPLICATIONS RELATED THERETO) (COLLECTIVELY "PATENTS"); RIGHTS ASSOCIATED WITH
WORKS OF AUTHORSHIP OR EXPRESSION, INCLUDING ALL EXCLUSIVE EXPLOITATION RIGHTS,
COPYRIGHTS, NEIGHBORING RIGHTS, MORAL RIGHTS AND MASK WORKS (INCLUDING ANY
REGISTRATIONS AND APPLICATIONS THEREFOR AND WHETHER REGISTERED OR UNREGISTERED),
(COLLECTIVELY "COPYRIGHTS"); AND INFORMATION, INCLUDING A FORMULA, PATTERN,
COMPILATION, PROGRAM, DEVICE, METHOD, TECHNIQUE, OR PROCESS, THAT:
(1) DERIVES
INDEPENDENT ECONOMIC VALUE, ACTUAL OR POTENTIAL, FROM NOT BEING GENERALLY KNOWN
TO THE PUBLIC OR TO OTHER PERSONS WHO CAN OBTAIN ECONOMIC VALUE FROM ITS
DISCLOSURE OR USE; AND (2) IS THE SUBJECT OF EFFORTS TO MAINTAIN ITS SECRECY
(COLLECTIVELY, "TRADE SECRETS").
"TRADE SECRETS" INCLUDE COMPUTER SOFTWARE;
DATABASES; WORKS OF AUTHORSHIP; MASK WORKS; TECHNOLOGY; KNOW-HOW, PROPRIETARY
PROCESSES, FORMULAE, ALGORITHMS, MODELS, USER INTERFACES, CUSTOMER LISTS,
INVENTIONS, DISCOVERIES, CONCEPTS, IDEAS, TECHNIQUES, METHODS, SOURCE CODES,
OBJECT CODES, METHODOLOGIES AND, WITH RESPECT TO ALL OF THE FOREGOING, RELATED
CONFIDENTIAL DATA OR INFORMATION.
1.3
"LAW" SHALL MEAN ANY FEDERAL, STATE, LOCAL OR OTHER LAW, STATUTE,
ORDINANCE, REGULATION, RULE, POLICY, GUIDELINE, ORDINANCE, ORDER, JUDGMENT,
CONSENT DECREE, PERMIT, SETTLEMENT AGREEMENT, JUDICIAL OR ADMINISTRATIVE
DECISION, INJUNCTION OR REQUIREMENT OF ANY KIND APPLICABLE TO OR BINDING ON
LICENSEE, LICENSOR, OR THE SOFTWARE.
1.4
"LICENSEE DERIVATIVE WORKS" SHALL MEAN ALL MODIFICATIONS,
IMPROVEMENTS, ADDITIONS, CHANGES, REVISIONS AND ENHANCEMENTS, AND ANY
DERIVATIVES THEREOF, OF THE SOFTWARE DEVELOPED BY LICENSEE.
1.5
"LIEN" SHALL MEAN ANY ENCUMBRANCE OR RESTRICTION OF ANY KIND,
INCLUDING,