Exhibit 10.1
SOFTWARE LICENSE AGREEMENT
THIS SOFTWARE LICENSE AGREEMENT (this "Agreement"), effective as of June 8, 2006
(the "Effective Date") is made and entered into by and between Global Directory
Solutions, LLC, a Delaware limited liability company ("Licensor"), and
Scientigo, Inc., a Delaware corporation ("Licensee").
The parties hereto agree as follows:
1.
DEFINITIONS:
AS USED HEREIN, EXCEPT AS EXPRESSLY SET
FORTH HEREIN OTHERWISE, THE FOLLOWING TERMS SHALL HAVE THE MEANING SET FORTH
BELOW:
1.1
"PROGRAMS" MEANS THE WEB-BASED LOGISTICS MANAGEMENT SOFTWARE
KNOWN AS THE FMS SOFTWARE, DESCRIBED IN DETAIL ON SCHEDULE A.
NOTWITHSTANDING
ANYTHING ELSE IN THIS AGREEMENT TO THE CONTRARY, THE PROGRAMS EXCLUDE ANY THIRD
PARTY SOFTWARE MODULES WHICH ARE SEPARATELY LICENSED FROM THIRD PARTIES AND USED
IN CONJUNCTION WITH THE LICENSED SOFTWARE AND MODULES.
1.2
"OBJECT CODE" MEANS THE PROGRAMS ASSEMBLED OR COMPILED IN
MAGNETIC OR ELECTRONIC BINARY FORM ON SOFTWARE MEDIA, WHICH ARE READABLE AND
USABLE BY MACHINES, BUT NOT GENERALLY READABLE BY HUMANS WITHOUT REVERSE
ASSEMBLY, REVERSE COMPILING, OR REVERSE ENGINEERING.
1.3
"SOURCE CODE" MEANS THE PROGRAMS WRITTEN IN A FORM INTELLIGIBLE
TO A TRAINED PROGRAMMER AND CAPABLE OF BEING TRANSLATED INTO OBJECT CODE FOR
OPERATION ON COMPUTER EQUIPMENT THROUGH ASSEMBLY OR COMPILING, AND ACCOMPANIED
BY DOCUMENTATION, INCLUDING FLOW CHARTS, SCHEMATICS, STATEMENTS OF PRINCIPLES OF
OPERATIONS, AND ARCHITECTURE STANDARDS, DESCRIBING THE DATA FLOWS, DATA
STRUCTURES, AND CONTROL LOGIC OF THE PROGRAMS IN SUFFICIENT DETAIL TO ENABLE A
TRAINED PROGRAMMER THROUGH THE STUDY OF SUCH DOCUMENTATION TO MAINTAIN AND/OR
MODIFY THE PROGRAMS WITHOUT UNDUE EXPERIMENTATION.
1.4
"DERIVATIVE WORK" SHALL HAVE THE MEANING SET FORTH IN 17 U.S.C.
§ 101.
FOR PURPOSES HEREIN, A COMPILATION THAT INCORPORATES THE PROGRAMS OR
TECHNICAL MATERIALS SHALL CONSTITUTE A DERIVATIVE WORK OF THE PROGRAMS OR
TECHNICAL MATERIALS.
1.5
"TECHNICAL MATERIALS" MEANS DOCUMENTATION THAT DESCRIBES THE
FUNCTION AND USE OF THE PROGRAMS IN SUFFICIENT DETAIL TO PERMIT ITS USE,
INCLUDING TECHNICAL SPECIFICATIONS AND END-USER MATERIALS.
1.6
"INTELLECTUAL PROPERTY" MEANS ANY OR ALL OF THE FOLLOWING AND
ALL RIGHTS, ARISING OUT OF OR ASSOCIATED THEREWITH:
(I) ALL UNITED STATES,
INTERNATIONAL AND FOREIGN
PATENTS AND APPLICATIONS THEREFORE AND ALL REISSUES,
DIVISIONS, RENEWALS, EXTENSIONS, PROVISIONALS, CONTINUATIONS AND
CONTINUATIONS-IN-PART THEREOF; (II) ALL INVENTIONS (WHETHER PATENTABLE OR NOT),
INVENTION DISCLOSURES, IMPROVEMENTS, TRADE SECRETS, PROPRIETARY INFORMATION,
KNOW-HOW, TECHNOLOGY, TECHNICAL DATA AND CUSTOMER LISTS, AND ALL DOCUMENTATION
RELATING TO ANY OF THE FOREGOING THROUGHOUT THE WORLD (III) ALL COPYRIGHTS,
COPYRIGHT REGISTRATIONS AND APPLICATIONS THEREFORE, AND ALL OTHER RIGHTS
CORRESPONDING THERETO THROUGHOUT THE WORLD; (IV) ALL INDUSTRIAL DESIGNS AND ANY
REGISTRATIONS AND APPLICATIONS THEREFORE THROUGHOUT THE WORLD; (V) ALL URLS,
DOMAIN NAMES, TRADE NAMES, LOGOS, SLOGANS, DESIGNS, COMMON LAW TRADEMARKS AND
SERVICE MARKS, TRADEMARK AND SERVICE MARK REGISTRATIONS AND APPLICATIONS
THEREFORE THROUGHOUT THE WORLD; (VI) ALL DATABASES AND DATA COLLECTIONS AND ALL
RIGHTS THEREIN THROUGHOUT THE WORLD; (VII) ALL MORAL AND ECONOMIC RIGHTS OF
AUTHORS AND INVENTORS, HOWEVER, DENOMINATED, THROUGHOUT THE WORLD; AND (VIII)
ANY SIMILAR OR EQUIVALENT RIGHTS TO ANY OF THE FOREGOING ANYWHERE IN THE WORLD.
1.7
"Combined Product" shall have the meaning described in Section 2.1
below.