Royalty Report: Software, Business Enterprise, Internet – Collection: 26340

License Grant

Sublicensor hereby grants to the Canadian SubLicensee an exclusive perpetual subLicense in the territory in and to the Technology or such part thereof required by the SubLicensee to operate the Business in the territory.  

The Sublicensor and the Sublicensee wish to set out the terms pursuant to which the Sublicensor shall grant to the Sublicensee a license to use the Technology in the operation of the Sublicensee’s business being the creation and marketing of a sales and distribution network in Red Deer, Alberta designed to connect households together and enable individuals to buy or sell items within such network of households in Red Deer, Alberta (the “Business”).

License Property

The Technology consists of all registered and unregistered patents and improvements thereto for the system and method for creation and marketing of a sales and distribution networks designed to connect households together and enable individuals to buy or sell items within such network of households; and all foreign patents, patent applications and counterparts relating to any of the foregoing; together with the following intellectual property used in conjunction with the use of the foregoing patents
All service marks, trade dress, logos, slogans, brand names, trade names, corporate names, including the name 'DOGONET' or 'DOGOSEARCH' or 'DOGOPAY' in any form or combination with other words, internet domain names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith;

Registered or pending applications with respect to the trademarks 'DOGONET' or 'DOGOSEARCH' or 'DOGOPAY' or any future registrations or pending applications with respect to such trademarks;

All computer software (including source code, executable code, data, databases and related documentation) associated with the technologies;

All copyrightable works, all copyrights, whether registered or unregistered, associated with the foregoing intellectual property described under subparagraphs (a) to (d) and all applications, registrations, and renewals in connection therewith; and

All trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals) in connection with the foregoing.

The DoGoNet household portal will provide access for members to securely login to buy, sell and share information among other members through our local Red Deer network. Members with local businesses will be able to directly sell products and services to other members.

DoGoPay enables DoGoNet members to conduct commerce through the network of connected households. DoGoPay allows users to instantly track and manage purchases, sales commissions and rewards.

DoGoSearch is a powerful search tool integrated into DoGoNet City Portal and enables any member in the community to find time-sensitive, local information and events regarding product sales, specials and promotions. DoGoSearch is more specific than other search engines because DoGoSearch will search for local information and events that are taking place today and in the very near future.

License Grant

The Licensee hereby grants an option to the Company to a non-exclusive license for the pending and issued Subject Patents to Internet Markets and Auctions for a variety of Vertical Sectors.

License Property

A.  U.S. Patent Application No. 08/427,820, Entitled 'Consignment Nodes';

B.  U.S. Patent Application No. 08/554,704, Now U.S. Patent No. 5,845,265, Entitled 'Consignment Nodes';

C.  U.S. Patent Application No. 09/203,286 (Petition for Interference with U.S. Patent No. 5,794,207) Entitled 'Consignment Nodes';

D.  U.S. Patent Application No. 09/166,779, Entitled 'Method and Apparatus for Facilitate Internet Commerce with Binding Offers to Sell and Binding Counter-Offers to Buy in an Electronic Market';

E.  U.S. Patent Application No. 09/253,014, Entitled 'Method and Apparatus for Facilitating Electronic Commerce Through Internet Auctions';

F.  U.S. Patent Application No.09/253,021, Entitled 'Method and Apparatus for Facilitating Internet Commerce Through Inter-networked Markets and Auctions';

G.  U.S. Patent Application No.09/253,015, Entitled 'Methods and Apparatus for Automatically Distributing Internet Advertising' ;

H.  U.S. Patent Application No. 09/253,057, Entitled 'Method and Apparatus for Facilitating Electronic Commerce Through Two-Tiered Electronic Markets and Auctions';

I.  U.S. Patent Application No. 09/264,573, Entitled 'Method and Apparatus for Using Search Agents to Search Plurality of Markets for Items'.

To establish a low cost computer means for a used good and/or consignment stores to establish a 'trusted' computerized market for used and collectible goods.

License Grant

The License Agreement grants the worldwide, exclusive license to use the Intellectual Property to manufacture, market, sublicense or otherwise commercialize products using the technology included in the Intellectual Property.

License Property

The property licensed is used in the Software Business and includes any and all patents, patent registrations, patent applications, data rights, utility models, business processes, trademarks, trade secrets, know how, trade names, registered or unregistered designs, mask works, copyrights, moral rights and any other form of proprietary protection afforded by law to intellectual property.

ImageLink is a document management system that is tightly-integrated with Microsoft's Solomon IV and Great Plains accounting ERP Systems. The product offers a secure environment for the storage and retrieval of documents. It is a useful tool for companies that are striving to be in compliance with Sarbanes-Oxley or HIPPA. There are various levels of user access which can be established by a central authority. A company can protect documents from unauthorized alteration and access of documents can be monitored by authorized personnel.

AP-Distar is a high-end product solution that provides accounts payable image capture, data entry and distributed authorization for accounting systems. AP-Distar lends itself to generic integration with any SQL-based accounting system.

Solomon and Great Plains ERP systems allow one to access documents within the accounting system, or for non-accounting applications.

Field of Use

The Licensor intends, through their operations of the Software Business, to develop and market products that provide businesses with document imaging solutions that are integrated with a customer’s Solomon or Great Plains ERP software.

License Grant

The Licensor hereby granted the  Licensee a License with a limited right of subLicense, to use the Intellectual Property. The License is exclusive (North American) and non-exclusive International (outside North America), with a 20 year term. The License shall become effective upon execution hereof and continue until the end of the Term provided Licensee has generated revenues net of expenses incurred in the normal course of operations, or has funded, a minimum of US$10,000,000 for 'qualifying research, development and commercialization expenses'.

License Property

The Original Invention means a certain invention entitled “DPGS Technology.

Demand Pooling Global Services, LLC (“DPGS”) has developed certain intellectual Property consisting of the components outlined in the following paragraphs, and developed and designed to advance a business concept (“Business Concept”) and it is this Business Concept, combined with the technology and company expertise for which DPGS is seeking patent protection and which is the technology that is the subject of the Licensing Agreement between DPGS, as licensor and Accelerated Acquisitions V, Inc., as licensee (the “Company”).

The Business Concept consists of a number of approaches that facilitate improved pricing and greater affordability for products that state and local governments, the Company’s initial target market, purchase on a repetitive basis.  While the Business Concept is equally applicable for non-governmental entities, such as utilities and a variety of other commercial enterprises, the Company has chosen to initially target the state and local governmental marketplace.

The Business Concept has, as its core product, a web-based electronic platform that facilitates the aggregation of demand (or “cooperative purchasing”) for high-ticket capital equipment and selected commodities.  The Licensor's proprietary software facilitates cooperative purchases of similar products, even though each individual participant may maintain its own unique product specifications.

Datacenter
The DPGS system utilizes a leased facilities and capacity in a highly secure, fault tolerant, enterprise-class data center, designed to provide 100% uptime. Maintenance of the facilities, operation and management of the datacenter is outsourced to Databank LLC, 400 S. Akard St., Dallas, Texas 75202, in the former home of the Dallas Federal Reserve Bank, which enables DPGS and the Company to benefit from a state-of-the art infrastructure facility, while not having to commit significant resources, capital or human, to the build-out and ownership of the infrastructure. The ability to expand capacity and scalability requirements (space, power, networking and redundancy capability) is virtually without limitation.
Security of the installed assets, information, applications and client data are of paramount importance. Security at the Datacenter is provided on a 24/7/365 basis. Card access is required to gain access, along with biometric hand scanning upon entry, and annual SAS 70 Audits are performed to ensure the delivery of services at the highest possible levels.
Uptime of the website is essential for the Company to provide consistent and reliable services to our users. To ensure this level of service, our systems have reliable UPS/Backup Generators and reliable utility power. The UPS/Backup Generator power supply provides true A+B power configurations, all UPS and Generator deployments provide N+1 redundancy, 800KVA MGE UPS Systems, 1200 KVA CAT UPS Systems, 2.0 megawatt generators, 1.5 megawatt generators. There are six utility feeds from the CBD grid, N+3 Transformers with ATS switches and the feeds to building are concrete encased.
Cooling systems employ 3,500 Ton cooling tower capacity, 30 Ton Liebert CRAC Units, designed with N+1 redundancy and 80,000 gallon reserve make-up water tank.

Network
For the Internet, the network architecture utilizes redundant N+1 Core and N+1 access Foundry XMR, MLX and Cisco 6500 routers to provide a Highly Redundant and Highly Available Multi-Homed Internet Aggregation Hub. This coupled with multiple 10 Gigabit IP trunks from multiple Tier 1 Internet service providers makes the IP Hub would be considered highly robust. Embedded sFlow per port supports scalable hardware-based traffic monitoring across all switch ports without impact performance. Connectivity is provided to Databank by multiple vendors including AboveNet, AirBand, Cogent, Time Warner, XO, Looking Glass, Level 3, InnerCity Fibernet, FiberLight, MCI, Qwest, Consolidated Communications, Texas Lone Star Network, TerraStar, Clearwire Communications, Current Communications and Verizon. The CBD fiber optic network is built upon 432 strands of fiber and available duct. The Company benefits from Databank’s significant level of redundancy and the users of the Company’s offering benefit from the consequent reliability of services which the Company can offer.

Application
The Company’s system, licensed from DPGS, utilizes what is referred to as an “n-tiered” architecture for reliability, scalability and redundancy. The system is comprised of multiple applications which manage the functionality and business logic between databases, Web portal and back-office applications. The core application is developed in Java, .Net 2.0 and utilizes various state-of-the- art tools for the Graphical User Interface. This allows rapid development and deployment of future enhancements.
Rigorous Methodologies and Procedures are utilized for Application Development and Deployment, Quality Assurance, Standardize Style Guide, Project Management, Offshore Development, Change Management Control, Testing and Quality Measurement Standards.

The Web-based platform automates the business process for facilitating cooperative buying of capital assets and commodities, such as motor fuel and water treatment chemicals in order to obtain volume-discount pricing. Its platform enables state and local governments to post their invitations for bids seeking bid pricing for their purchases, as well as provides information to suppliers on the bidding process.

License Grant

Canadian Licensor hereby grants to Canadian Licensee, (who has a relationship with Licensor's Parent) an exclusive, perpetual, non-transferable, sub-licensable license and limited right, subject to the terms and conditions herein, to (a) market and distribute the Software in the Territory for all fields of use and in all vertical markets, using any distribution model that Licensee reasonably deems appropriate, including without limitation, directly licensing to Clients or appointing re-sellers to market and distribute the Software to Clients; (b) enter into software license and maintenance agreements for the Software directly with Clients in the Territory; (c) use the Software to conduct risk assessment projects for Clients and sub-license the right for others to do the same (d) use any and all of the copyright, patents and trade-marks and other trade indicia of Licensor in the Territory for the sole and limited purpose of carrying out the business of marketing, distributing and licensing the Software in the Territory pursuant to the terms of this Agreement.
Licensee acknowledges that any and all of the trade-marks including 'Acertus,' logos, trade names and other trade indicia, copyrights, industrial designs, patents, trade secrets and other intellectual property rights or embodied trade secrets in or in connection with the Software are and shall remain the sole property of Licensor and/or its Affilliates.

License Property

Licensor owns the rights in and to the software application known as the Acertus(TM) Enterprise Risk & Compliance Software for all areas on the world other than North America.

Software means the Acertus(TM) Enterprise Risk & Compliance Software product and the Documentation, tools and utilities, and miscellaneous technical information as well as any Enhancements and Releases as provided from time to time by Licensor pursuant to this Agreement.

Field of Use

Acertus(TM), provides users with a comprehensive process-driven approach designed to offer a web-based roadmap for risk mitigation, corporate security and compliance. Using the Acertus(TM) software, users can input information regarding all of an organization's physical and operational assets. This information is then processed and measured against industry regulations and best practice standards. Based on the enterprise's risk tolerance, our software determines the strengths and weaknesses in the organization and assigns dollar values to all potential risks and non-compliances. This information allows the organization to determine cost saving solutions while improving efficiencies and providing an industry advantage.
Our Acertus(TM) software suite incorporates specialized risk analysis algorithms, comprehensive knowledge databases and predefined risk analysis templates across simple web-based user interfaces that are designed to lead users through the multiple phases of the governance, risk and compliance analysis process. Our Acertus(TM) reporting engine provides executives with a multitude of options in assessing their current risk posture. There are over 30 standard reports that range from a 'snap shot' of areas of vulnerability and compliance, as well as detailed empirical information in the form of Asset Annual Loss Expectancy (ALE) and the associated cost/benefit of potential safeguards and controls. In addition, our Acertus(TM) software modules are completely customizable providing the ability to import or create new asset categories, threat categories, vulnerability categories, safeguards, question categories, question sets and reports. Organizations can also import questions, incident tracking statistics, penetration test data, and any other risk based information available within the enterprise.

License Grant

Licensor hereby grants, and Licensee hereby accepts, subject to the terms and conditions of this Agreement, a perpetual, non-exclusive and non-transferable license to use the (i) object code version of Existing Software and Future Products, including Third Party Materials and modifications, improvements and upgrades to the Existing Software and Future Products provided under Licensors maintenance and support programs, and (ii) object code version and, where applicable, source code version of Generic Technical Applications and Generic Business Applications for Licensee s and its Affiliates own internal data processing and computing needs without limitation of location, number of copies, machine utilization ( except that such Existing Software and Future Products shall at all times be used on the computer systems on which such products are made generally commercially available from Licensor), and manner of use (provided such use is for a Strategic Business).

Licensor shall have the exclusive right to market  Generic Applications.  Licensor shall, upon completion of a sale or licensing of such Generic Applications, (which definition shall at all times exclude  Existing Software and Future Software and enhancements, modifications, extensions or improvements thereto) and full payment therefor, grant to Licensee a royalty of the sale price or license fee received (exclusive of taxes, reimbursable costs,.

License Property

Licensed Software means Existing Software, Future Products, Generic Applications, and Third Party Materials.

Software
TIB/Rendezvous
TIB/Hawk
TIB/EventConsole
TIB/ContentBroker
TIB/Connect for Web
TIB/MessageBroker
TIB/ObjectBus
TIB/ETX
TIB/ Adapter for R/3
TIB/ Adapter SDK
TIB/Connect for MQ
TIB/Adapter for Web

Products
Desktop Integration & Display
Value Added Servers
Data Distribution
Feed Handlers

Licensor develops and market a suite of software products that enables businesses to link internal operations, business partners and customer channels in real-time. Our product suite, TIB/ActiveEnterprise, allows multiple distinct applications, web sites, databases and other content sources to be integrated and managed within a common framework.

TIBCO Rendezvous is a software product that provides a message bus for enterprise application integration (EAI).

TIBCO Hawk is a software product that allows monitoring and management of distributed computing applications. A very scalable product, it is notable for the number of these rule-based software agents deployed (organisations and in total) claimed by the vendor

New TIB/Content Broker and TIB/Event Console serve as the interface into the company's data integration package, which allows users to access an array of data from myriad system sources.

TIB/MessageBroker provides message transformation, routing and validation services—the key requirements for integration of legacy systems and business process automation.

TIB/ObjectBus is an object request broker, or ORB, product. ORBs enable computer systems to operate more efficiently by employing reusable, self- contained pieces of software code known as objects. TIB/ObjectBus allows TIB/ActiveEnterprise to integrate with CORBA 2.0, a major programming standard for object-oriented applications. TIB/ObjectBus can be fully integrated with our messaging software, combining the efficiency of an object oriented computing model with the scalability, performance and ease of use benefits of TIB/Rendezvous.

TIB/ETX is a transaction-based messaging system designed for use in environments that require a greater degree of transaction management and control than is provided by a standard messaging solution. TIB/ETX provides a transactional form of publish/subscribe messaging similar to traditional computer transaction models.

TIB/Adapter SDK is a software toolkit that allows our customers and systems integrators to build custom TIB/Adapters to link applications to the TIB environment. This product provides a common framework for the rapid development of new TIB/Adapters.

Field of Use

This agreement pertains to the software industry.

Licensee is a technology and services provider in securities clearing and settlement, banking, and the financial community and desires to develop and market new technology solutions to its core business areas.