LICENSE AGREEMENT
This License Agreement (this “Agreement”) is made effective as of November 16, 2011 (the
“Effective Date”) between Melinda Crawley, President, M2S2 Communications, of 17 Peggy
Sue Drive, Ringgold, Georgia 30736 (hereinafter “Licensor”) and Jane Smith, Marketing
Manager of Main Telephone Company of 123 Market Street, Anytown, Kansas 45678
(hereinafter “Licensee”).
The parties agree as follows:
1. GRANT OF LICENSE. Licensor owns Licensee’s IPTV Users Guides for
Minerva Networks iTV (“Licensed Property”). See APPENDIX A for a description of the IPTV
User’s Guide. In accordance with this Agreement, Licensor grants Licensee a non-exclusive,
non-transferable, non-sublicenseable right to reproduce the Licensed Property an unlimited
number of times in any and all media for the following purposes: print publication; electronic
publication including website design; advertising and promotional materials; any other use
approved in writing by Licensor. Licensor retains title and ownership of the Licensed Property.
2. PAYMENT OF ROYALTY. As partial considerations for the rights and
licenses herein granted, Licensee shall pay the Licensor the set up fee in Appendix B for the
version provided in Appendix A. If further work is desired to be done on an hourly basis, the
hourly rate is provided in Appendix B. Additionally, if another version of the Licensed Product
such as the one provided in Appendix B is desired, a price can be provided for such additional
features upon request of the Licensor. Finally, Licensee agrees to pay Licensor within thirty
days of receipt of an invoice upon the completion of the work. For hourly work, the Licensee
agrees to net monthly billing.
3. MODIFICATIONS. Unless the prior written consent of Licensor is obtained,
Licensee may not modify or change the Licensed Property in any manner. Written permission
will not be unreasonably withheld to allow Licensee to make editorial changes once a draft CD
from Licensor has been received. The draft and/or edited versions Licensor’s Licensed Property
remain the property of Licensor. When Minerva Networks iTV version updates are available,
and Licensee wants them added to their guides, Licensor may provide that service at the hourly
rate provided in Appendix B which my be updated from time to time. An estimated amount of
time to provide such service may be provided upon request.
4. DEFAULTS. If Licensee fails to abide by the obligations of this Agreement,
Licensor shall have the option to cancel this Agreement by providing fifteen days’ written notice
to Licensee. Licensee shall have the option of preventing the termination of this Agreement by
taking corrective action that cures the default, if such corrective action is taken prior to the end of
the time period stated in the previous sentence, and if there are no other defaults during such time
period.
5. ARBITRATION. All disputes under this Agreement that cannot be resolved by
the parties shall be submitted to arbitration under the rules and regulations of the American
Arbitration Association. Either party may invoke this paragraph after providing 30 days’ written
notice to the other party. All costs of arbitration shall be divided equally between the parties.
Any award may be enforced by a court of law.
6. WARRANTIES. Neither party makes any warranties with respect to the use,
sale or other transfer of the Licensed Property by the other party or by any third party. In no
event will Licensor by liable for direct, indirect, special, incidental, or consequential damages,
that are in any way related to the Licensed Property.
7. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors
of the Licensor. Licensee shall not have the right to assign or otherwise transfer, even by action
of law or otherwise, its interests in this Agreement to any other party, without the prior written
consent of the Licensor.
8. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement whether oral or
written. This Agreement supersedes any prior written or oral agreements between the parties.
9. AMENDMENT. This Agreement may be modified or amended, if the
amendment is made in writing and signed by both parties.
10. SEVERABILITY. If any provision of this Agreement shall be held to be invalid
or unenforceable for any reason, the remaining provisions shall continue to be valid and
enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but
that by limiting such provision it would become valid or enforceable, then such provision shall
be deemed to be written, construed, and enforced as so limited.
11. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce
any provision of this Agreement shall not be construed as a waiver or limitation of that party’s
right to subsequently enforce and compel strict compliance with every provision of this
Agreement.
12. APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of Georgia, Catoosa County.
LICENSOR:
Melinda Crawley, President, MS Communications
By: _______________________________________________
Melinda Crawley, President, MS Communications
_______________________________________________
Date
LICENSEE:
__________________________________________
By: _________________________________________________
Jane Smith/ Marketing Director, Main Telephone Company
_______________________________________________
Date
837b9390-3e32-44bd-92ca-74f7251881b5.doc -2-
Appendix A
IPTV User’s Guide for Services Using Minerva Networks iTV
The IPTV User’s Guide includes:
CD-ROM containing
o The complete 64-page book in press-ready electronic format, including source files,
graphics and fonts.
o The complete 64-page book in Web-ready Adobe Acrobat format with bookmarks to
quickly take you to any topic in the guide
o Attractive cover appealing to a wide audience
o Quick reference pages with diagrams
Remote control
Program guide screen
Info bar
o Full color screenshots throughout
o Quick reference pages with diagrams
Remote control
Program guide screen
Info bar
o Full color screenshots throughout, and placement of their logo in guide
o Sections covering the following features
InfoBar
Guide
Reminders and Auto Tunes
Pay Per View
Rentals/Video on Demand
Vault
Caller ID
Parental Conrol
Settings
Hardware Settings—“Reserved for service provider” is the only
information listed
Favorites
Search
837b9390-3e32-44bd-92ca-74f7251881b5.doc -3-
DVR (Digital Video Recorder)
HDTV
Web and Email
Minerva Software version 3.1 Blue Swirl
Set Top Boxes: ADB 3800W; 5810WX
Remote Controls: ADB RC1 and RC2
APPENDIX B
IPTV User’s Guide for Services Using Minerva Networks iTV
PRICING
Standard Licensing Fee (One time payment)
Licensing Fee
5,900.00 Main Telephone Company
Licensing fee includes the products and services provided in Appendix A.
Additionally, customizations listed below.
Customizations included in the licensing fee
Includes all products and features of the standard user’s guide, as well as the following
customizations:
Customization of front and back covers to include company logo and/or video service
branding
Customization of the “Remote Control Layout” (page 1) to your exact make and model of
remote control
Removal of any sections covering features your service does not provide. Sections removed
in this manner may be re-inserted at such time as you begin offering such service. Re-
insertion of such material will be charged at the hourly design rate of $65 per hour. This may
be amended by Licensor with at least thirty (30) days notice to Licensee once that service is
enabled.
Basic digital IP Video Wiring diagram-STB (Set Top Box)/TV/VCR/DVD wiring diagram.
Detailed review of the Motion Picture Association of America (MPAA) movie ratings
system, and TV Parental Guidelines Board television ratings system
Further Customization Rates
Additional changes beyond the scope of the above customizations are billed at a rate of $65.00
per hour.
837b9390-3e32-44bd-92ca-74f7251881b5.doc -4-
Future Updates of IPG
Future version of the IPG software will be supported. Pricing for updates is dependent upon the
degree of changes necessary to the users guide. Customers with a current licensing agreement
will receive the updated version at a cost no more that half of their standard licensing fee, plus
the normal charge for any requested customizations.
837b9390-3e32-44bd-92ca-74f7251881b5.doc -5-