SOFTWARE
LICENSE AGREEMENT
FOR
MERCHANT
ACCOUNTING AND REPORTING SYSTEM
SOFTWARE
LICENSE AGREEMENT
("Agreement") is entered into effective as of October 19, 2001 (the
“Effective
Date”)
by and
among First Ecom.com, a Nevada corporation having its principal place of
business at 80 Gloucester Road, 19th
Floor,
Wan Chai, Hong Kong ("First Ecom"), and First Ecom Data Services Asia Limited,
a
Hong Kong corporation having its principal place of business at 80 Gloucester
Road, 19th
F loor,
Wan
Chai, Hong Kong (“FEDS Asia”) (First Ecom and FEDS Asia being referred to herein
individually,
jointly and collectively as “Licensor”),
and
Transworld Payment Solutions N.V., a Netherlands Antilles company having
its
offices at c/o Julianaplein No. 5, Curacao, Netherlands Antilles (“Licensee”).
1. Definitions.
As used
in this Agreement, the capitalized terms defined in the introductory
paragraph
shall have the meanings assigned to them therein, and the following capitalized
terms shall
have the meanings assigned to them below:
“Affiliate”
of
a
person or entity means any other person or entity controlled by, controlling,
or
under common control with said person or entity, and “control” for this purpose
is understood to include the ownership or voting control of more than 50%
of the
outstanding securities of any such person carrying the power to vote with
respect to the direction or management of the person or entity.
“Documentation”
means
the related hard-copy or electronically reproducible technical documents
furnished in association with the Software;
“Media”
means
the original Licensor-supplied physical materials (if any) containing the
Software and/or Documentation;
“Product”
means
collectively the Media, Software, and Documentation, and all Software, Media
or
Documentation updates subsequently provided to Licensee by Licensor or its
authorized distributor;
“Software”
means
the original computer files (including all computer programs and data stored
in
such files) comprising Licensor's financial transaction management and reporting
computer software product known as "Merchant Accounting and Reporting System” or
“MARS”, and all whole or partial copies thereof, including without limitation
all modified copies and portions merged into other programs, and further
including any and all updates, revisions, enhancements, modifications,
subsequent versions and other derivative works thereof
developed and furnished to Licensee by or on behalf of Licensor from time
to
time.
Other
capitalized terms used herein shall have the meanings
assigned to them where they first appear.
2.Grant
Of License Rights. For
good
and
valuable consideration in hand received, the receipt and sufficiency of which
are hereby acknowledged, but subject to the terms and conditions set forth
herein, Licensor grants to Licensee and its Affiliates a paid-up royalty-free,
non-exclusive, non-transferable, perpetual license to deploy, install, execute
and use solely for Licensee's and/or its Affiliates' internal use as many
copies
of the Product, and on such number(s) and type(s) of servers, workstations
or
other computer hardware, and in such locations, as Licensee shall deem desirable
from time to time. Any programs, utilities, modules or other software or
documentation supplied by third parties and embedded in or bundled with the
Product as furnished to Licensee by or on behalf of Licensor are hereby
expressly included in the scope of this grant. Licensor agrees to deliver,
promptly upon the execution and delivery of this Agreement (but not before
November 15, 2001), no less than two (2) master copies of the Software in
executable (machine readable) code format to Licensee on such Media as Licensee
shall reasonably request, together with two (2) copies of the
Documentation.
3. Title
And Copyright.
Licensor represents and warrants to Licensee that Licensor is the owner and
holder of all rights, titles and interests in and to the Product, free and
clear
of all liens, charges, encumbrances, equities and claims of third parties
of any
description. There are no facts or alleged facts known to Licensor which
would
reasonably serve as a basis for any claim that Licensor does not have the
right
to grant the rights and licenses provided for herein. As between Licensor
and
Licensee, Licensee acknowledges and agrees that, except as and to the extent
otherwise agreed in writing between the parties, all title and copyrights
in and
to the Product, are and will remain the property of Licensor and/or its
affiliates and suppliers, and are protected by applicable copyright laws
and
applicable international copyright treaties, and that Licensor neither grants
hereby nor otherwise transfers hereby any rights of ownership therein to
Licensee or to any third party. Licensee will not claim or assert title to
or
ownership of the Product except pursuant to a written agreement expressly
entitling Licensee to claim or assert such title or ownership. This Agreement,
when executed and delivered by Licensor and Licensee, w ill constitute the
valid
and legally binding obligation of Licensor, legally enforceable against Licensor
in accordance with its terms, subject to the effect of bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting
the
rights of creditors generally, limitations imposed by applicable law or
equitable principles upon the specific enforceability of any of the remedies,
covenants or the provisions of this Agreement, and upon the availability
of
injunctive relief or other equitable remedies.
4. Restrictions.
Licensee
will not remove or alter any copyright or, proprietary notice from copies
of the
Product. Except in accordance with the terms of this Agreement or any other
express written agreement between the parties, Licensee agrees (a) not to
decompile, disassemble, reverse engineer or otherwise attempt to derive the
Software’s source code from object code except to the extent expressly permitted
by applicable law or treaty despite this limitation; (b) not to sell, rent,
lease, license, sub-license, display, modify, time share, outsource or otherwise
transfer the Product to, or , permit the use of the Product by, any third
party
not an Affiliate of Licensee, provided,
without
limiting the scope of the license grant hereinabove stated, it is understood
and
agreed that this Agreement permits the use of the Product by Licensee and
its
Affiliates in support of services rendered to their customers in the normal
course of their trade or business; and (c) to use reasonable care and protection
to prevent the unauthorized use, copying, publication or dissemination of
the
Product. Licensor has the right to obtain injunctive relief against any actual
or threatened violation of these restrictions, in addition to any other
available remedies.
5. Taxes
And Addition Charges. All
license fees paid or payable by the Licensee for the license granted hereunder
(this "License") do not include, and Licensor will be responsible for, any
and
all taxes, duties, levies, tariffs, and other governmental charges now or
hereafter imposed by any governmental authority on the purchase or sale of
this
License or the use or possession of the Product by Licensee and/or its
Affiliates; provided, that Licensee will be responsible for its own corporate
franchise taxes and taxes based upon its own net income.
6. Limited
Warranty. Licensor
warrants to Licensee that, for a period of ninety (90) days from the Effective
Date, (i) the Documentation and Media will be, under normal use, free from
physical defects, and (ii) the Software will perform in substantial accordance
with the operating specifications contained in the Documentation that is
most
current at the Effective Date. If Licensee notifies Licensor within said
ninety-day period of its belief that either of these warranties has been
breached, including a description of the nature or circumstances of such
breach,
Licensor will be obligated to use reasonable efforts to remedy the defect(s)
in
question within a reasonable period of time or, at Licensor’s option, to replace
the defective Product component at no additional charge. Licensor, it’s
authorized distributors and its suppliers do not warrant that the Product
will
satisfy Licensee’s requirements, that the operation of the Product will be
uninterrupted or error free, or that all software defects can be corrected.
This
warranty will be void if: (i) the Product is not used in accordance with
the
instructions set out in the Documentation, (ii) a Product defect has been
caused
by any of Licensee's or a third party's malfunctioning equipment, or (iii)
Licensee has made modifications to the Product not expressly authorized in
writing by Licensor.
7. Indemnification
For Infringement. Licensor
will defend or settle, at its own expense any claim against Licensee by a
third
party asserting that Licensee's and/or its Affiliates’ use of the Product within
the scope of this Agreement violates such third party’s patent, copyright,
trademark, trade -secret or other proprietary rights, and will indemnify
Licensee against any damages finally awarded against Licensee arising out
of
such claim. Licensee will promptly notify Licensor in writing after first
receiving notice of any such claim, and Licensor will have sole control of
the
defense of any action and all negotiations for its settlement or compromise,
with Licensee's reasonable assistance; provided, that Licensee's approval
in
writing shall be required of any settlement or compromise involving any
admission of fault or wrongdoing on the part of Licensee, and provided, further,
that Licensee may at Licensor's cost and expense take responsibility for
its own
defense if and to the extent that Licensee has any reasonable doubt as to
the
ability or willingness of Licensor to fund such defense or any award, settlement
or compromise arising therefrom. Licensor will not be liable for any costs
or
expenditures incurred by Licensee without Licensor's prior written consent
except insofar as Licensee reasonably determines that it is necessary or
appropriate to incur such costs and expenses in order to preserve its legal
or
equitable rights and remedies, protect it from further such claims, or minimize
the losses associated with claims so made. If an order is obtained against
Licensee’s and/or its Affiliates’ use of the Product by reason of any claimed
infringement, or if in Licensor's opinion the Product is likely to become
the
subject of such a claim, Licensor will, at its option and expense, and in
addition to any other rights and remedies available to Licensee hereunder,
either (i) procure for Licensee the right to continue using the Product,
or (ii)
modify or replace the Product with a compatible, functionally equivalent,
non-infringing Product.
8. Support.
Contemporaneously
with the execution of this Agreement, Licensor and Licensee are entering
into an
End User Support Agreement under which Licensor will provide ongoing support
and
maintenance beyond the scope and time limits of the warranty period set forth
in
Section 6 above, which End User Support Agreement sets forth the terms and
conditions under which Licensee will be entitled to receive such Product
updates
and other Product support as may be provided for therein. Notwithstanding
the
foregoing, however, it is understood and agreed that, for purposes of this
Agreement, the Software to which the license granted herein pertains includes
both the first and second versions of the "MARS" product as well as the
java-enabled version combined with Licensor's "payment gateway" product
currently in development. Accordingly, regardless of the terms of the particular
agreement entered into by the parties as described above, Licensor hereby
agrees
to furnish to Licensee at no additional charge the java-enabled version of
the
Software when available.
9. Successors And
Assigns.
This
Agreement will be binding upon and inure to the benefit of each of the parties
and their respective successors and assigns; provided, however, that Licensee
may not assign or sublicense this Agreement in whole or in part to any person
or
entity not an Affiliate of Licensee without the prior written consent of
Licensor, and any assignment or sublicense attempted without such consent
will
be void.
10. Governing
Law. This
agreement will be governed by and construed in accordance with the laws of
Bermuda, without regard to conflicts of law principles.
(a) Each
party is an independent contractor under this Agreement, and nothing herein
will
be construed to create any partnership, joint venture, or agency relationship
parties between the parties hereto. Any use of the term "partner" in any
communication by or between the parties or on their individual or joint behalf
or in any trademark or service mark to describe their relationship is intended
solely in the colloquial sense of a valued business relationship, and does
not
indicate the existence of or an offer to enter into a legal partnership,
joint
agency or other relationship involving common ownership or joint and/or several
liability with one another and/or any of their Affiliates. Neither party
will
incur any debt or make any express or implied agreement, guarantee, warranty
or
representation in the name or on behalf of the other without the other's
express
written authorization, and each party will be responsible for its own costs
and
expenses incurred in connection with this Agreement. No failure or delay
by
either party in exercising any right, power or privilege hereunder will operate
as a waiver thereof, nor will any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any right, power
or
privilege hereunder. No remedy expressly provided in this Agreement for a
breach
will be the sole or exclusive remedy for such breach, and each party hereby
reserves to itself, in addition to the remedies expressly provided to it
in this
Agreement, all remedies available to it under law and at equity. This Agreement
may be amended, modified or waived only by a subsequent writing that
specifically refers to this Agreement and that is signed by both parties,
and no
other act, document, usage, or custom will be deemed to amend this Agreement.
Headings in this Agreement are for convenience of reference only and will
not
affect the construction or interpretation of this Agreement. If any provision
or
provisions of this Agreement will be held, for any reason to be illegal,
invalid
or unenforceable in any circumstance, the remaining provisions will nonetheless
be legal, valid and enforceable provisions, and the affected provision will
remain legal, valid and enforceable in other circumstances. The terms of
this
Agreement that expressly or by implication are intended to continue beyond
its
termination will survive any such termination. Under local law and treaties,
the
restrictions and limitations of this Agreement may not apply to Licensee;
Licensee may have other rights and remedies, and be subject to other
restrictions and limitations.
(b) IN
NO
EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER THE LAW OF TORT, CONTRACT
OR OTHERWISE, AND INCLUDING AS A RESULT OF NEGLIGENCE, FOR SPECIAL, INCIDENTAL,
INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE
PERFORMANCE OR NON-PERFORMANCE HEREOF (EVEN IF THE RESPONSIBLE PARTY HAS
BEEN
ADVISED OF OR FORESEES A POSSIBILITY OF ANY SUCH DAMAGES OCCURRING), INCLUDING
BUT NOT LIMITED TO LOST BUSINESS REVENUE, FAILURE TO REALIZE EXPECTED PROFITS
OR
SAVINGS, OR LOSS OF DATA.
(c) Neither
party hereto shall be held liable hereunder for any default arising from
the
delay in the performance of its obligations hereunder to the extent that
such
default or delay:
| (i) |
is
caused directly by an event beyond the reasonable control of the
defaulting or delaying party (the "Non-performing Party"), such
as, but
not restricted to, fire, flood, earthquake, elements of nature,
acts of
war, terrorism, riots, civil disorders, rebellions or revolutions,
strikes, lockouts or labor difficulties; and
|
| (ii) |
could
not have been prevented by reasonable precautions and cannot possibly
be
circumvented by the Non-performing Party through the use of commercially
reasonable alternative sources, work-around plans or other means;
(a
“Force Majeure Event”). The Non-performing Party will be excused from any
further performance of the obligations affected by such Force Majeure
Event for as long as the Force Majeure Event continues and the
Non-Performing Party continues to use its reasonable efforts to
recommence
performance. The Non-performing Party shall immediately notify
the other
party by telephone (to be confirmed in writing within five (5)
days of the
inception of the Force Majeure Event) and describe at a reasonable
level
of detail the circumstances causing such default or delay. During
the
continuance of a Force Majeure Event affecting Licensor, Licensee
shall
continue to pay Licensor’s charges for professional services actually
rendered and expenses incurred in the actual performance of such
services
in accordance with this Agreement. Notwithstanding any other provision
hereof, this clause (c) will not excuse a breach of any purely
monetary
obligation.
|
12. Joint
and Several Responsibility. Each
of
First Ecom and FEDS Asia acknowledge and agree that they are entering into
this
Agreement, and that they make the representations, warranties, covenants,
agreements, indemnities and other undertakings and responsibilities of Licensor
set forth herein, jointly and severally, with full recourse on the part of
Licensee to either or both of them for the obligations and undertakings of
Licensor contained herein. In this respect, each of First Ecom and FEDS Asia
joins in this Agreement as primary obligor and not as surety, and Licensee
shall
not be required to proceed first against or exhaust its remedies against
either
of First Ecom or FEDS Asia as a condition to pr proceeding hereunder against
the
other with respect to any claim arising hereunder. Further, each of First
Ecom
and FEDS Asia hereby irrevocably and exclusively appoints First Ecom as its
agent and attorney-in-fact for the giving or receipt of all notices or payments,
the granting of all consents, approvals, or waivers, and the taking of all
such
other actions and making of all such other elections and/or decisions as
shall
be explicitly or implicitly provided or permitted herein to be given, received,
granted, taken or made by or on behalf of Licensor or either of them (it
being
understood that omitting to take any action or make any election or decision
shall be deemed the taking of an action or the making of any election or
decision for this purpose), and to do all such acts and things as may in
the
opinion of such attorney-in-fact be reasonably necessary or reasonably expedient
for the purposes thereof, or in connection therewith, and Licensee shall
be
entitled to rely conclusively on any of the foregoing as the action, decision
or
election, as the case may be, of each and both of First Ecom and FEDS Asia.
Each
of First Ecom and FEDS Asia agrees that the foregoing appointment constitutes
a
power coupled with an interest and shall be binding upon its successors and
assigns. Any payments received by First Ecom hereunder that properly belong
to
FEDS Asia shall be held by First Ecom in trust for the benefit of FEDS Asia,
and
FEDS Asia hereby releases, discharges and agrees to hold harmless Licensee
for
any amounts payable to FEDS Asia that Licensee pays to First Ecom.
LICENSOR:
FIRST
ECOM.COM, INC. FIRST
ECOM DATA SERVICES
By:
/s/
Kenneth G.C. Telford By:
/s/
Kenneth G.C. Telford
Name:
Kenneth G.C. Telford Name:
Kenneth G.C. Telford
Title:
Secretary Title:
Secretary
LICENSEE:
TRANSWORLD
PAYMENT SOLUTIONS N.V.
By:
/s/
John Chr. M.A.M. Deuss
Name:
John Chr. M.A.M. Deuss
Title:
Managing Director
[END
OF DOCUMENT]
SOFTWARE
LICENSE AGREEMENT
FOR
PAYMENT
GATEWAY
THIS
SOFTWARE LICENSE AGREEMENT (“Agreement”)
is
entered into effective as of October 19, 2001 (the “Effective
Date”)
by and
among First Ecom.com, Inc., a Nevada corporation having its principal place
of
business at 80 Gloucester Road, 19th
Floor,
Wan Chai, Hong Kong ("First Ecom"), and First Ecom Data Services Asia Limited,
a
Hong Kong corporation having its principal place of business at 80 Gloucester
Road, 19th
Floor,
Wan Chai, Hong Kong ("FEDS Asia")(First Ecom and FEDS Asia being referred
to
herein individually, jointly and collectively as "Licensor"), and Transworld
Payment Solutions N.V., a Netherlands Antilles company having its offices
at c/o
Julianaplein No. 5, Curacao, Netherlands Antilles ("Licensee").
1. Definitions.
As used
in this Agreement, the capitalized terms defined in the introductory paragraph
shall have the meanings assigned to them therein, and the following capitalized
terms shall have the meanings assigned to them below:
“Affiliate”
of
a
person or entity means any other person or entity controlled by, controlling,
or
under common control with said person or entity, and “control” for this purpose
is understood to include the ownership or voting control of more than 50%
of the
outstanding securities of any such person carrying the power to vote with
respect to the direction or management of the person or entity.
“Documentation” means
the
related hard-copy or electronically reproducible technical documents furnished
in association with the Software;
“Media”
means
the original Licensor-supplied physical materials (if any) containing the
Software and/or Documentation;
“Product”
means
collectively the Media, Software, and Documentation, and all Software, Media
or
Documentation updates subsequently provided to Licensee by Licenosr or its
authorized distributor;
“Software”
means
the original computer files (including all computer programs and data stored
in
such files) comprising Licensor's "Payment Gateway" computer software product
and all whole or partial copies thereof, which product consists of an electronic
internet payment gateway that translates various types of financial transaction
data, including but not limited to transaction data originating from credit,
debit and check payment methods, into a format that can be read by the
processing system or systems proprietary to First Ecommerce Data Services
Limited, including without limitation modified copies and portions merged
into
other programs, and further including any and all updates, revisions,
enhancements, modifications, subsequent versions and other derivative works
thereof developed and furnished to Licensee by or on behalf of Licensor from
time to time.
Other
capitalized terms used herein shall have the meanings assigned to them where
they first appear.
2. Grant
Of License Rights. For
good
and valuable consideration in hand received, the receipt and sufficiency
of
which are hereby acknowledged, but subject to the terms and conditions set
forth
herein, Licensor grants to Licensee and its Affiliates a paid-up, royalty-free,
non-exclusive, transferable, perpetual license to deploy, install, execute
and
use solely for Licensee's and/or its Affiliates' internal use as many copies
of
the Product, and on such number (s) and type(s) of servers, workstations
or
other computer hardware, and in such locations, as Licensee shall deem desirable
from time to time. Any programs, utilities, modules or other software or
documentation supplied by third parties and embedded in or bundled with the
Product as furnished to Licensee by or on behalf of Licensor are hereby
expressly included in the scope of this grant. It is understood and agreed
that
this Agreement permits the transfer by Licensee of its rights hereunder to
third
parties. Licensor agrees to deliver, promptly upon the execution and delivery
of
this Agreement (but not before November 15, 2001), no less than two (2) master
copies of the Software in executable (machine readable) code format to Licensee
of such Media as Licensee shall reasonably request, together with two (2)
copies
of the Documentation.
3. Title
And Copyright.
Licensor represents and warrants to Licensee that Licensor is the owner and
holder of all rights, titles and interests in and to the Product, free and
clear
of all liens, charges, encumbrances, equities and claims of third parties
of any
description. There are no facts or alleged facts known to Licensor which
would
reasonably serve as a basis for any claim that Licensor does not have the
right
to grant the rights and licenses provided for herein. As between Licensor
and
Licensee, Licensee acknowledges and agrees that, except as and to the extent
otherwise agreed in writing between the parties, all title and copyrights
in and
to the Product, are and will remain, are and will remain the property of
the
Licensor and/or its affiliates and suppliers, and are protected by applicable
copyright laws, and applicable international copyright treaties, and that
Licensor neither grants hereby nor otherwise transfers hereby any rights
of
ownership therein to Licensee or to any third party. Licensee will not claim
or
assert title to or ownership of the Product except pursuant to a written
agreement expressly entitling Licensee to claim or assert such title or
ownership. This Agreement, when executed and delivered by Licensor and Licensee,
will constitute the valid and legally binding obligation of Licensor, legally
enforceable against Licensor in accordance with its terms, subject to the
effect
of bankruptcy, insolvency, reorganization, moratorium and other similar laws
relating to or affecting the rights of creditors generally, limitations imposed
by applicable law or equitable principles upon the specific enforceability
of
any of the remedies, covenants or other provisions of this Agreement, and
upon
the availability of injunctive relief or other equitable remedies.
4. Restrictions.
Licensee will not remove or alter any copyright or proprietary notice from
copies of the Product. Except in accordance with the terms of this Agreement
or
any other express written agreement between the parties, Licensee agrees
(a) not
to decompile, disassemble, reverse engineer or otherwise attempt to derive
the
Software’s source code from object code except to the extent expressly permitted
by applicable law or treaty despite this limitation; and (b) to use reasonable
care and protection to prevent the unauthorized use, copying, publication
or
dissemination of the Product. Licensor has the right to obtain injunctive
relief
against any actual or threatened violation of these restrictions, in addition
to
any other available remedies.
5. Taxes
And Additional Charges.
All
license fees paid or payable by the Licensee for the license granted hereunder
(this "License") do not include, and Licensor will be responsible for, any
and
all taxes, duties, levies, tariffs, and other governmental charges now or
hereafter imposed by any governmental authority on the purchase or sale of
this
License or the use or possession of the Product by Licensee and/or its
Affiliates; provided, that Licensee will be responsible for its own corporate
franchise taxes and taxes based upon its own net income.
6. Limited
Warranty. Licensor
warrants to Licensee that, for a period of ninety (90) days from the Effective
Date, (i) the Documentation and Media will be, under normal use, free from
physical defects, and (ii) the Software will perform in substantial accordance
with the operating specifications contained in the Documentation that is
most
current at the Effective Date. If Licensee notifies Licensor within said
ninety-day period of its belief that that either of these warranties has
been
breached, including a description of nature or circumstances of such breach,
Licensor will be obligated to use reasonable efforts to remedy the defect(s)
in
question within a reasonable period of time or, at Licensor’s option, to replace
the defective Product component at no additional charge. Licensor, its
authorized distributors and its suppliers do not warrant that the Product
will
satisfy Licensee’s requirements, that the operation of the Product will be
uninterrupted or error free, or that all software defects can be corrected.
This
warranty will be void if: (i) the Product is not used in accordance with
the
instructions set out in the Documentation, (ii) a Product defect has been
caused
by any of Licensee's or a third party's malfunctioning equipment, or (iii)
Licensee has made modifications to the Product not expressly authorized in
writing by Licensor.
7. Indemnification
For Infringement.
Licensor will defend or settle, at its own expense, any claim against Licensee
by a third party asserting that Licensee's and/or its Affiliates’ use of the
Product within the scope of this Agreement violates such third party’s patent,
copyright, trademark, trade secret or other proprietary rights, and will
indemnify Licensee against any damages finally awarded against Licensee arising
out of such claimi. Licensee will promptly notify Licensor in writing after
first receiving notice of any such claim, and Licensor will have sole control
of
the defense of any action and all negotiations for its settlement or compromise,
with Licensee's reasonable assistance; provided, that Licensee’s approval in
writing shall be required of any settlement or compromise involving any
admission of fault or wrongdoing on the part of Licensee, and provided, further,
that Licensee may at Licensor's cost and expense take responsibility for
its own
defense if and to the extent that Licensee has any reasonable doubt as to
the
ability or willingness of Licensor to fund such defense or any award, settlement
or compromise arising therefrom. Licensor will not be liable for any costs
or
expenditures incurred by Licensee without Licensor's prior written consent
except insofar as Licensee reasonably determines that it is necessary or
appropriate to incur such costs and expenses in order to preserve its legal
or
equitable rights and remedies, protect it from further such claims, or minimize
the losses associated with claims so made. If an order is obtained against
Licensee’s and/or its Affiliates' use of the Product by reason of any claimed
infringement, or if in Licensor's opinion the Product is likely to become
the
subject of such a claim, Licensor will, at its option and expense, and in
addition to any other rights s available to Licensee hereunder, either (i)
procure for Licensee the right to ing the Product, or (ii) modify or replace
the
Product with a compatible, equivalent, non-infringing Product.
8. Support.
Contemporaneously with the execution of this Agreement, Licensor and Licensee
are entering into an End User Support Agreement under which Licensor will
provide ongoing support and maintenance beyond the scope and time limits
of the
warranty period set forth in Section 6 above, which End User Support Agreement
sets forth the terms and conditions under which Licensee will be entitled
to
receive such Product updates and other Product support as may be provided
for
therein. Notwithstanding the foregoing, however, it is understood and agreed
that, for purposes of this Agreement, the Software to which the license granted
herein pertains includes both the first and second versions of the “Payment
Gateway” product as well as the java-enable version combined with Licensor's
"MARS" product currently in development. Accordingly, regardless of the terms
of
the particular agreement entered into by the parties as described above,
Licensor hereby agrees to furnish to Licensee at no additional charge the
java-enabled version of the Software when available.
9. Successors
And Assigns.
This
Agreement will be binding upon and inure to the benefit of each of the parties
and their respective successors and assigns; provided, however, that Licensee
may not assign or sublicense this Agreement in whole or in part to any person
or
entity not an Affiliate of Licensee without the prior, written consent of
Licensor, and any assignment or sublicense attempted without such consent
will
be void.
10. Governing
Law.
This
agreement will be governed by and construed in accordance with the laws of
Bermuda, without regard to conflicts of law principles.
(a) Each
party is an independent contractor under this Agreement, and nothing herein
will
be construed to create any partnership, joint venture, or agency relationship
between the parties hereto. Any use of the term "partner" in any communication
by or between the parties or on their individual or joint behalf or in any
trademark or service mark to describe their relationship is intended solely
in
the colloquial sense of a valued business relationship, and does not indicate
the existence of or an offer to enter into a legal partnership, joint agency
or
other relationship involving common ownership or joint and/or several liability
with one another and/or any of their Affiliates. Neither party will incur
any
debt or make any express or implied agreement, guarantee, warranty or
representation, in the name or on behalf of the other without the other’s
express written authorization, and each party will be responsible for its
own
costs and expenses incurred in connection with this Agreement. No failure
or
delay by either party in exercising any right, power or privilege hereunder
will
operate as a waiver thereof, nor will any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any right,
power or priviledge hereunder. No remedy expressly provided in this Agreement
for a breach will be the sole or exclusive remedy for such breach, and each
party hereby reserves to itself, in addition to the remedies expressly provided
to it in this Agreement, all remedies available to it under law and at equity.
This Agreement may be amended, modified or waived only by a subsequent writing
that specifically refers to this Agreement and that is signed by both parties,
and no other act, document, usage, or custom wil1 be deemed to amend this
Agreement. Headings in this Agreement are for convenience of reference only
and
will not affect the construction or interpretation of this Agreement. If
any
provision or provisions of this Agreement will be held, for any-reason, to
be
illegal, invalid or unenforceable in any circumstance, the remaining provisions
will nonetheless be legal, valid and enforceable provisions, and the affected
provision will remain legal, valid and enforceable in other circumstances.
The
terms of this Agreement that expressly or by implication are intended to
continue beyond its termination will survive any such termination. Under
local
law and treaties, the restrictions and limitations of this Agreement may
not
apply to Licensee; Licensee may have other rights and remedies, and by subject
to other restrictions and limitations.
(b) IN
NO
EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER
UNDER THE LAW OF TORT, CONTRACT OR OTHERWISE, AND INCLUDING AS A RESULT OF
NEGLIGENCE, FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING
OUT OF THIS AGREEMENT OR THE PERFORMANCE OR NON-PERFORMANCE HEREOF EVEN IF
THE
RESPONSIBLE PARTY HAS BEEN ADVISED OF OR FORESEES A POSSIBILITY OF ANY SUCH
DAMAGES OCCURRING), INCLUDING BUT NOT LIMITED TO LOST BUSINESS REVENUE, FAILURE
TO REALIZE EXPECTED PROFITS OR SAVINGS OR LOSS OF DATA.
(c) neither
party hereto shall be held liable hereunder for any default arising
from
the
delay in the performance of its obligations hereunder to the extent that
such
default or delay:
(i) is
caused
directly by an event beyond the reasonable control of the defaulting or delaying
party (the "Non-performing Party"), such as, but not restricted to, fire,
flood,
earthquake, elements of nature, acts of war, terrorism, riots, civil disorders,
rebellions or revolutions, strikes, lockouts or labor difficulties; and
(ii) could
not
have been prevented by reasonable precautions and cannot possibly be
circumvented by the Non-performing Party through the use of commercially
reasonable alternative sources, work-around plans or other means; (“Force
Majeure Event”). The Non-performing Party will be excused from any further
performance of the obligations affected by such Force Majeure Event for as
long
as the Force Majeure Event continues and the Non-Performing Party continues
to
use its reasonable efforts to recommence
performance. The
Non-performing Party shall immediately notify the other party by telephone
(to
be confirmed in writing within five (5) days of the inception of the Force
Majeure Event) and describe at a reasonable level of detail the circumstances
causing such default or delay. During the continuance of a Force Majeure
Event
affecting Licensor, Licensee shall continue to pay Licensor's charges for
professional services actually rendered and expenses incurred in the actual
performance of such services in accordance with this Agreement. Notwithstanding
any other provision hereof, this clause (c) will not excuse a breach of any
purely monetary obligation.
12. Joint
and Several Responsibility.
Each of
First Ecom and PEDS Asia acknowledge and agree that they are entering into
this
Agreement, and that they make the representations, warranties, covenants,
agreements, indemnities and other undertakings and responsibilities of Licensor
set forth herein, jointly and severally, with full recourse on the part of
Licensee to either or both of them for the obligations and undertakings of
Licensor contained herein. In this respect, each of First Ecom and FEDS Asia
joins in this Agreement as primary obligor and not as surety, and Licensee
shall
not be required to proceed first against or exhaust its remedies against
either
of First Ecom or FEDS Asia as a condition to proceeding hereunder against
the
other with respect to any claim arising hereunder. Further, each of First
Ecom
and FEDS Asia hereby irrevocably and exclusively appoints First Ecom as its
agent and attorney-in-fact for the giving or receipt of all notices or payments,
the granting of all consents, approvals, or waivers, and the taking of all
such
other actions and making of all such other elections and/or decisions as
shall
be explicitly or implicitly provided or permitted herein to be given, received,
granted, taken or made by or on behalf of Licensor or either of them (it
being
understood that omitting to take any action or make any election or decision
shall be deemed the taking of an action or the making of any election or
decision for this purpose), and to do all such acts and things as may in
the
opinion of such attorney-in-fact be reasonably necessary or reasonably expedient
for the purposes thereof, or in connection therewith, and Licensee shall
be
entitled to rely conclusively on any of the foregoing as the action, decision
or
election, as the case may be, of each and both of First Ecom and FEDS Asia.
Each
of First Ecom and FEDS Asia agrees that the foregoing appointment constitutes
a
power coupled with an interest and shall be binding upon its successors and
assigns. Any payments received by First Ecom hereunder that properly belong
to
FEDS Asia shall be held by First Ecom in trust for the benefit of FEDS Asia,
and
FEDS Asia hereby releases, discharges and agrees to hold harmless Licensee
for
any amounts payable to FEDS Asia that Licensee pays to First Ecom.
LICENSOR:
FIRST
ECOM.COM, INC. FIRST
ECOM DATA SERVICES
By:
/s/
Kenneth G.C. Telford By:
/s/
Kenneth G.C. Telford
Name:
Kenneth G.C. Telford Name:
Kenneth G.C. Telford
Title:
Secretary Title:
Secretary
LICENSEE:
TRANSWORLD
PAYMENT SOLUTIONS N.V.
By:
/s/
John Chr. M.A.M. Deuss
Name:
John Chr. M.A.M. Deuss
Title:
Managing Director
SOFTWARE
DEVELOPMENT LICENSE AGREEMENT
This
SOFTWARE
DEVELOPMENT LICENSE AGREEMENT
(“Agreement”)
is
entered into effective as of October 19, 2001 (the “Effective
Date”)
by and
among First Ecom.com, Inc., a Nevada corporation having its principal place
of
business at 80 Gloucester Road, 19th Floor, Wan Chai, Hong Kong (“First Ecom”),
and First Ecom Data Services Asia Limited, a Hong Kong corporation having
its
principal place of business at 80 Gloucester Road, 19th Floor, Wan Chai,
Hong
Kong (“FEDS Asia”)( First Ecom and FEDS Asia being referred to herein
individually, jointly and collectively as “Licensor”),
and
Transworld Payment Solutions N.V., a Netherlands Antilles company having
its
offices at c/o Julianaplein No. 5, Curacao, Netherlands Antilles (“Licensee”)
.
1. Definitions.
As used
in this Agreement, the capitalized terms defined in the introductory paragraph
shall have the meanings assigned to them therein, and the following capitalized
terms shall have the meanings assigned to them below:
“Affiliate”
of
a
person or entity means any other person or entity controlled by, controlling,
or
under common control with said person or entity, and "control" for this purpose
is understood to include the ownership or voting control of more than 50%
of the
outstanding securities of any such person carrying the power to vote with
respect to the direction or management of the person or entity;
“Documentation”
means
the related hard-copy or electronically reproducible technical documents
created
in the course of the development of the Software, including without limitation
all specifications, instructions, technical descriptions, manuals, flow,
charts,
pseudo-code, state diagrams, interim versions of programs or parts thereof,
comments to source code, or other tangible notes or records pertaining to
the
Software's development;
“Media”
means
the original Licensor-supplied physical materials (if any) containing the
Software and/or Documentation;
“Product”
means
collectively the Media, Software and Documentation, and all Software, Media
or
Documentation updates subsequently provided to the Licensee by Licensor or
its
authorized distributor;
“Software”
means
the original computer files (including all computer programs and data stored
in
such files) comprising (i) Licensor’s financial transaction management and
reporting computer software product known as “Merchant Accounting and Reporting
system or “MARS”, and system or “MARS”, and (ii) Licensor's “Payment Gateway”
computer software product, which product consists of an electronic internet
payment gateway that translates various types of financial transaction data,
including but not limited to transaction data originating from credit, debit
and
check payment methods, into a format that can be read by the processing system
or systems proprietary to First Ecommerce Data Services Limited, and all
whole
or partial copies thereof, including without limitation modified copies and
portions merged into other programs, and further including any and all updates,
revisions, enhancements, modifications, subsequent versions and other derivative
works thereof developed and furnished to Licensee by or on behalf of Licensor
from time to time.
Other
capitalized terms used herein shall have the meanings assigned to them where
they first appear.
2. Grant
Of License Rights. For
good
and valuable consideration in hand received, the receipt and sufficiency
of
which are hereby acknowledged, but subject to the terms and conditions set
forth
herein, Licensor grants to Licensee and its Affiliates a paid-up, royalty-free,
non-exclusive, non-transferable, perpetual license to revise, modify, enhance
and otherwise develop derivative works of the Product. Licensor agrees to
deliver promptly upon the execution and delivery of this Agreement (but not
before November 15, 200l), no less than two (2) master copies of the Software
in
source (human readable) code format to Licensee on such Media as Licensee
shall
reasonably request, together with two (2) copies of the Documentation, including
without limitation all relevant third party development toolkits and
licenses.
3. Title
And Copyright. Licensor
represents and warrants to Licensee that Licensor is the owner and holder
of all
rights, titles and interests in and to the Product, free and clear of all
liens,
charges, encumbrances, equities and claims of third parties of any description.
There are no facts or alleged facts known to Licensor which would reasonably
serve as a basis for any claim that Licensor does not have the right to grant
the rights and licenses provided for herein. As between Licensor and Licensee,
Licensee acknowledges and agrees that, except as and to the extent otherwise
agreed in writing between the parties, all title and copyrights in and to
the
Product, including without limitation the original code or other copyrightable
material embedded in any derivative works thereof created by or on behalf
of
Licensee pursuant to this Agreement, are and will remain the property of
Licensor and/or its affiliates and suppliers, and are protected by applicable
copyright laws, and applicable international copyright treaties, and that
Licensor neither grants hereby nor otherwise transfers hereby any rights
of
ownership therein to Licensee or to any third party; provided, however, that
any
incremental additional code or other copyrightable material created by or
for
Licensee or its Affiliates shall be the property of Licensee or its Affiliates,
as applicable, and shall not be subject to the restrictions set forth herein
except to the extent such incremental material incorporates, is embedded
in or
bundled with the Product. Licensee will not claim or assert title to or
ownership of the Product except pursuant to a written agreement expressly
entitling Licensee to claim or assert such title or ownership. This Agreement,
when executed and delivered by Licensor and Licensee, will constitute the
valid
and legally binding obligation of Licensor, legally enforceable against Licensor
in accordance with its terms, subject to the effect of bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting
the
rights of creditors generally, limitations imposed by applicable law or
equitable principles upon the specific enforceability of any remedies, covenants
or other provisions of this Agreement, and upon the availability of injunctive
relief or other equitable remedies.
4. Restrictions.
Licensee
will not remove or alter any copyright or proprietary notice from copies
of the
Product. Except in accordance with the terms of this Agreement or any other
express written agreement between the parties, Licensee agrees (a) not to
sell,
rent, lease, license, sublicense, display, modify, time share, outsource
or
otherwise transfer the Product or any derivative work of the Product to,
or
permit the use of the Product or any derivative work of the Product by, any
third party not an affiliate of Licensee, provided,
without
limiting the scope of the license grant hereinabove stated, it is understood
and
agreed that this Agreement permits the use of any derivative work of the
Product
by Licensee and its Affiliates in support of services rendered to their
customers in the normal course of their trade or business; and (b) to use
reasonable care and protection to prevent the unauthorized use, copying,
publication or dissemination of the Product. Licensor has the right to obtain
injunctive relief against any actual or threatened violation of these
restrictions, in addition to any other available remedies.
5. Taxes
And Additional Charges.
All
license fees paid or payable by the Licensee for the license granted hereunder
(this "License") do not include, and Licensor will be responsible for, any
and
all taxes, duties, levies, tariffs, and other governmental charges now or
hereafter imposed by any governmental authority on the purchase or sale of
this
License or the use or possession of the Product by Licensee and/or its
Affiliates; provided that Licensee will be responsible for its own corporate
franchise taxes and taxes based upon its own net income.
6. Limited
Warranty.
Licensor
warrants to Licensee that, for a period of ninety (90) days from the Effective
Date, (i) the Documentation and Media will be, under normal use, free from
physical defects, and (ii) the Software will perform in substantial accordance
with the operating specifications contained in the Documentation that is
most
current at the Effective Date. If Licensee notifies Licensor within said
ninety-day period of its belief that either of these warranties has been
breached, including a description of the nature or circumstances of such
breach,
Licensor will be obligated to use reasonable efforts to remedy the defect(s)
in
question within a reasonable period of time or, at Licensor’s option, to replace
the defective Product component at no additional charge. Licensor, its
authorized distributors and its suppliers do not warrant that the Product
will
satisfy Licensee’s requirements, that the operation of the Product will be
uninterrupted or error free, or that all software defects can be corrected,
This
warranty will be void if: (i) the Product is not used in accordance with
the
instructions set out in the Documentation, (ii) a Product defect has been
caused
by any of Licensee's or a third party's malfunctioning equipment, or (iii)
Licensee has made modifications to the Product not expressly authorized
in writing by Licensor.
7. Indemnification
For Infringement. Licensor
will defend or settle, at its own expense, any claim against Licensee by
a third
party asserting that Licensee's and/or its Affiliates’ use of the Product within
the scope of this Agreement violates such third party’s patent, copyright,
trademark, trade secret or other proprietary rights, and will indemnify Licensee
against any damages finally awarded against Licensee arising out of such
claim.
Licensee will promptly notify Licensor in writing after first receiving notice
of any such claim, and Licensor will have sole control of the defense of
any
action and all negotiations for its settlement or compromise, with Licensee's
reasonable assistance; provided, that Licensee's approval in writing shall
be
required of any settlement or compromise involving any admission of fault
or
wrongdoing on the part of Licensee, and provided, further, that Licensee
may at
Licensor's cost and expense take responsibility for its own defense if and
to
the extent that Licensee has any reasonable doubt as to the ability or
willingness of Licensor to fund such defense or any award, settlement or
compromise arising therefrom. Licensor will not be liable for any costs or
expenditures incurred by Licensee without Licensor's prior written consent
except insofar as Licensee reasonably determines that it is necessary or
appropriate to incur such costs and expenses in order to preserve its legal
or
equitable rights and remedies, protect it from further such claims, or minimize
the losses associated with claims so made. If an order is obtained against
the
Licensee's and/or its Affiliates' use of the Product by reason of any claimed
infringement, or if in Licensor's opinion the Product is likely to become
the
subject of such a claim, Licensor will, at its option and expense, and in
addition to any other rights and remedies available to Licensee hereunder,
either (i) procure for Licensee the right to continue using the product,
or (ii)
modify or replace the Product with a compatible functionally equivalent,
non-infringing Product.
8. Support.
Contemporaneously with the execution of this Agreement, Licensor and Licensee
are entering into an End User Support Agreement under which Licensor will
provide ongoing support and maintenance beyond the scope and time limits
of the
warranty period set forth in Section 6 above, which End User Support Agreement
sets forth the terms and conditions under which Licensee will be entitled
to
receive such Product updates and other Product support as may be provided
for
therein.
9. Successors
And Assigns.
This
Agreement will be binding upon and inure to the benefit of each of the parties
and their respective successors and assigns; provided, however, that Licensee
may not assign or sublicense this Agreement in whole or in part to any person
or
entity not an Affiliate of Licensee without the prior written consent of
Licensor, and any assignment or sublicense attempted without such consent
will
be void. Notwithstanding the foregoing, if for any reason both First Ecom
and
FEDS Asia cease doing business, or both discontinue maintenance and support
for
the Software or any portion thereof, then in either case, unless the Software
or
portion thereof so affected has been conveyed to a third party, the license
granted hereunder shall thereupon automatically and without need for further
action by either party become transferable, and the restrictions contained
herein on disclosure or dissemination to third parties of the Product or
derivative works thereof shall thenceforth be of no force or
effect.
10. Governing
Law. This
agreement will be governed by and construed in accordance with the laws of
Bermuda, without regard to conf1icts of law principles.
(a) Each
party is an independent contractor under this Agreement, and nothing herein
will
be construed to create any partnership, joint venture, or agency relationship
between the parties hereto. Any use of the term "partner" in any communication
by or between the parties or on their individual or joint behalf or in any
trademark or service to describe their relationship is intended solely in
the
colloquial sense of a valued business relationship, and does not indicate
the
existence of or an offer to enter into a legal partnership, joint agency
or
other relationship involving common ownership or joint and/or several liability
with one another and/or any of their Affiliates. Neither party will incur
any
debt or make any express or implied agreement, guarantee, warranty or
representation in the name or on behalf of the other without the others express
written authorization, and each party will be responsible for its own costs
and
expenses incurred in connection with this Agreement. No failure or delay
by
either party in exercising any right, power or privilege hereunder will operate
as a waiver thereof, nor will any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any right, power
or
privilege hereunder. No remedy expressly provided in this Agreement for a
breach
will be the sole or exclusive remedy for such breach, and each party hereby
reserves to itself, in addition to the remedies expressly provided to it
in this
Agreement, all remedies available to it under law and at equity. This Agreement
may be amended, modified or waived only by a subsequent writing that
specifically refers to this Agreement and that is signed by both parties,
and no
other act, document, usage, or custom will be deemed to amend this Agreement.
Headings in this Agreement are for the convenience of reference only and
will
not affect the construction or interpretation of this Agreement. If any
provision or provisions of this Agreement will be held, for any reason, to
be
illegal, invalid or unenforceable in any circumstance, the remaining provisions
will nonetheless be legal, valid and enforceable provisions, and the affected
provision will remain legal, valid and enforceable in other circumstances.
The
terms of this Agreement that expressly or by implication are intended to
continue beyond its termination will survive any such termination. Under
local
law and treaties, the restrictions and limitations of this Agreement may
not
apply to Licensee; Licensee may have other rights and remedies, and be subject
to other restrictions and limitations.
(b) IN
NO
EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, UNDER THE LAW OF TORT, CONTRACT
OR OTHER WISE, AND INCLUDING AS A RESULT OF NEGLIGENCE, FOR SPECIAL, INCIDENTAL,
INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE
PERFORMANCE OR NON-PERFORMANCE HEREOF EVEN IF THE RESPONSIBLE PARTY HAS BEEN
ADVISED OF OR FORESEES A LIABILITY OF ANY SUCH DAMAGES OCCURRING), INCLUDING
BUT
NOT LIMITED. TO LOST BUSINESS REVENUE, FAILURE TO REALIZE EXPECTED PROFITS
OR
SAVINGS, OR LOSS OF DATA.
(c) Neither
party hereto shall be held liable hereunder for any default arising from
the
delay in
the
performance of its obligations hereunder to the extent that such default
or
delay:
(i) is
caused
directly by an event beyond the reasonable control of the defaulting party
or
delaying party (the “Non-performing Party”), such as, but not restricted to,
fire, flood, earthquake, elements of nature, acts of war, terrorism, riots,
civil disorders, rebellions or revolutions, strikes, lockouts or labor
difficulties; and
(ii) could
not
have been prevented by reasonable precautions and cannot
possibly
be circumvented by the Non-performing Party through the use of commercially
reasonable alternative sources, work-around plans or other means; (a “Force
Majeure Event”). The Non-performing Party will be excused from any further
performance of the obligations affected by such Force Majeure Event for as
long
as the Force Majeure Event continues and the Non-Performing Party continues
to
use its reasonable efforts to recommence performance. The Non-performing
Party
shall immediately notify the other party by telephone (to be confirmed in
writing within five (5) days of the inception of the Force Majeure Event)
and
describe at a reasonable level of detail the circumstances causing such default
or delay. During the continuance of a Force Majeure Event affecting Licensor,
Licensee shaIl continue to pay Licensor's charges for professional services
actually rendered and expenses incurred in the actual performance of such
services in accordance with this Agreement. Notwithstanding any other provisions
hereof, this clause (c) will not excuse a breach of any purely monetary
obligation.
12. Joint
and Several Responsibility. Each
of
First Ecom and FEDS Asia acknowledge and agree that they are entering into
this
Agreement, and that they make the representations, warranties, covenants,
agreements, indemnities and other undertakings and responsibilities of Licensor
set forth herein, jointly and severally, with full recourse
on the part of Licensee to either or both of them for the obligations and
undertakings of Licensor contained herein. In this respect, each of First
Ecom
and FEDS Asia joins in this Agreement as primary obligor and not as surety,
and
Licensee shall not be required to proceed first against or exhaust its remedies
against either of First Ecom or FEDS Asia as a condition to proceeding hereunder
against the other with respect to any claim arising hereunder. Further, each
of
First Ecom and FEDS Asia hereby irrevocably and exclusively appoints First
Ecom
as its agent and attorney-in-fact for the giving or receipt of all notices
or
payments, the granting of all consents, approvals, or waivers, and the taking
of
all such other actions and making of all such other elections and/or decisions
as shall be explicitly or implicitly provided or permitted herein to be given,
received, granted, taken or made by or on behalf of Licensor or either of
them
(it being understood that omitting to take any action or make any election
or
decision shall be deemed the taking of an action or the making of any election
or decision for this purpose), and to do all such acts and things as may
in the
opinion of such attorney-in-fact be reasonably necessary or reasonably expedient
for the purposes thereof, or in connection therewith, the Licensee shall
be
entitled to rely conclusively on any of the foregoing as the action, decision
or
election, as the case may be, of each and both of First Ecom and FEDS Asia.
Each
of First Ecom and FEDS Asia agrees that the foregoing appointment constitutes
a
power coupled with an interest and shall be binding upon its successors and
assigns. Any payments received by First Ecom hereunder that properly belong
to
FEDS Asia shall be held by First Ecom in
trust
for the benefit of FEDS Asia, and FEDS Asia hereby releases, discharges and
agrees to hold harmless Licensee for any amounts payable to FEDS Asia that
Licensee pays to
First
Ecom.
LICENSOR:
FIRST
ECOM.COM, INC. FIRST
ECOM DATA SERVICES
By:
/s/
Kenneth G.C. Telford By:
/s/
Kenneth G.C. Telford
Name:
Kenneth G.C. Telford Name:
Kenneth G.C. Telford
Title:
Secretary Title:
Secretary
LICENSEE:
TRANSWORLD
PAYMENT SOLUTIONS N.V.
By:
/s/
John Chr. M.A.M. Deuss
Name:
John Chr. M.A.M. Deuss
Title:
Managing Director
[END
OF DOCUMENT]
