Removed accidental upload of copyrighted map files

1 files changed, 487 insertions, 487 deletions

diff --git a/WinQuake/data/COMEXP.TXT b/WinQuake/data/COMEXP.TXT
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--- a/WinQuake/data/COMEXP.TXT
+++ b/WinQuake/data/COMEXP.TXT
@@ -1,487 +1,487 @@
-        COMMERCIAL EXPLOITATION LICENSE AGREEMENT FOR QUAKE
-
-        This Commercial Exploitation License Agreement for QUAKE
-(the "Agreement") is between Id Software, Inc., a Texas
-Corporation, (hereinafter "Id Software") and Licensee (as described
-on the signature page hereof) and is made effective beginning on
-the date of last signature hereto (the "Effective Date"). 
-
-        R E C I T A L S
-
-        WHEREAS, Id Software is the owner and developer of the
-computer software game entitled QUAKE;
-
-        WHEREAS, Id Software desires to license certain
-non-exclusive rights regarding QUAKE to Licensee; and
-
-        WHEREAS, Licensee desires to receive a license for such
-rights. 
-
-        T E R M S    A N D    C O N D I T I O N S
- 
-        NOW, THEREFORE, for and in consideration of the mutual
-premises contained herein and for other good and valuable
-consideration, the receipt and sufficiency of which is hereby
-acknowledged, the undersigned parties do hereby agree as follows: 
-
-        1.      DEFINITIONS.  As used in this Agreement, the parties
-hereto agree the words set forth below shall have the specified
-meanings: 
-
-        a.      "Authorized Copy" shall mean one (1) copy of the
-                Subject Game actually purchased by Licensee from an
-                Id Software approved retailer; and 
-
-        b.      "Subject Game" shall mean the full registered
-                version of QUAKE on a CD-ROM and shall not mean the
-                shareware or any other version. 
-
-        2.      GRANT OF RIGHTS.  Id Software hereby grants to
-Licensee and Licensee hereby accepts, subject to the provisions and
-conditions hereof, a world-wide (except as otherwise provided
-herein), non-exclusive, non-transferable, and non-assignable
-license to: 
-
-        a.      publicly display an Authorized Copy in exchange for
-                rental payment; 
-
-        b.      run the Authorized Copy so that it will accept
-                network/modem connections in exchange for payments
-                from end-users who also must have actually purchased
-                an Authorized Copy; and 
-
-        c.      otherwise commercially exploit an Authorized Copy,
-                except that Licensee shall not copy, reproduce,
-                manufacture or distribute the Authorized Copy. 
-
-        3.      RESERVATION OF RIGHTS AND PROHIBITIONS.  Id Software
-expressly reserves all rights not granted herein.  Under no
-circumstances shall Licensee copy, reproduce, manufacture or
-distribute (free of charge or otherwise) the Authorized Copy or the
-Subject Game.  Licensee shall not reverse engineer, decompile,
-disassemble, modify or alter the Authorized Copy.  Licensee is not
-receiving any rights hereunder regarding the Trademark or any
-artwork, sound, music or other element of the Subject Game. 
-
-        4.      OWNERSHIP.  Title to and all ownership rights in and
-to the Subject Game, and the QUAKE Trademark (the "Trademark") and
-the copyrights, trademarks, patents and other intellectual property
-rights related thereto shall remain with Id Software which shall have
-the exclusive right to protect the same  by copyright or otherwise.
-Licensee shall have no ownership rights in or to the Subject Game or
-the Trademark and Licensee shall not own any intellectual property
-rights regarding the Authorized Copy, including, without limitation,
-the copyright regarding the Authorized Copy. Licensee acknowledges
-that it only has a limited license to use the Authorized Copy, as
-specified in that certain QUAKE Enduser License contained within the
-Authorized Copy and as specified in this Agreement.
-
-        5.      TERM AND TERMINATION.  
-
-        a.      The term of this Agreement and the license granted
-herein begins on the Effective Date and shall expire on a date one
-(1) calendar year from the Effective Date. 
-
-        b.      Either party may terminate this Agreement, for any
-reason or no reason, on thirty (30) days written notice to the
-other party.  Termination will be effective on the thirtieth (30th)
-day following delivery of the described notice.  Notwithstanding
-anything to the contrary herein, this Agreement shall immediately
-terminate, without the requirement of any notice from Id Software
-to Licensee, upon the occurrence of any of the following:  (a) if
-Licensee shall file a petition in bankruptcy or make an assignment
-for the benefit of creditors, or if any bankruptcy proceeding or
-assignment for benefit of creditors, shall be commenced against
-Licensee and not be dismissed within sixty (60) days after the date
-of its commencement; (b) the insolvency of Licensee; (c) the
-cessation by Licensee of its business; or (d) the cessation by
-Licensee, without the prior written consent of Id Software of the
-distribution, manufacture, and sale responsibilities embodied
-herein.  Further, Id Software may elect to terminate this Agreement
-upon the occurrence of any of the following:  (1) if Licensee's
-business operations are interrupted for forty (40) consecutive
-calendar days; or (2) if each of two Id Software audit inspections
-during any eighteen (18) month period demonstrates an
-understatement by Licensee of Royalty payments due Id Software for
-the six (6) month period immediately preceding each such inspection
-of five percent (5%) or more.  Upon the occurrence of such
-terminating event, and the election of Id Software, if necessary,
-to cause such termination, this Agreement and any and all rights
-thereunder shall terminate without prejudice to any rights or
-claims Id Software may have, and all rights hereunder shall
-thereupon terminate, revert to and be vested in Id Software. 
-
-        6.      EFFECT OF TERMINATION OR EXPIRATION.  Termination or
-expiration of this Agreement, either by Id Software or
-automatically, shall not create any liability against Id Software.
-Upon expiration or earlier termination of this Agreement, Licensee
-shall have no further right to exercise the rights licensed
-hereunder or otherwise acquired in relation to this Agreement. 
-
-        7.      INDEMNIFICATION.  Licensee hereby agrees to
-indemnify, hold harmless and defend Id Software and Id Software's
-predecessors, successors, assigns, officers, directors,
-shareholders, employees, agents, representatives, licensees,
-sublicensees, distributors, attorneys and accountants
-(collectively, the "Id Related Parties") from and against any and
-all damages, claims, losses, causes of action, liabilities,
-lawsuits, judgments and expenses (including, without limitation,
-reasonable attorneys' fees and expenses) arising from, relating to
-or in connection with a breach of this Agreement by Licensee and
-arising from, relating to or in connection with the Licensee's use
-or non-use of the Authorized Copy (collectively, the "Claims").  Id
-Software agrees to notify Licensee of any such Claims within a
-reasonable time after Id Software learns of same.  Licensee, at its
-own expense, shall defend Id Software and the Id Related Parties
-from any and all Claims.  Id Software and the Id Related Parties
-reserve the right to participate in any defense of the Claims with
-counsel of their choice, and at their own expense.  In the event
-Licensee fails to provide a defense, then Licensee shall be
-responsible for paying the attorneys' fees and expenses incurred by
-Id Software and the Id Related Parties regarding the defense of the
-Claims.  Id Software and the Id Related Parties, as applicable,
-agree to reasonably assist in the defense of the Claims.  No
-settlement by Licensee of any Claims shall be valid unless Licensee
-receives the prior written consent of Id Software and the Id
-Related Parties, as applicable, to any such settlement. 
-
-        8.      CONFIDENTIALITY.  It is understood and agreed that
-any proprietary information of Id Software that may from time to
-time be made available or become known to Licensee is to be treated
-as confidential, is to be used solely in connection with Licensee's
-performance under this Agreement, and is to be disclosed only to
-employees of Licensee who have a need for access.  Such proprietary
-information shall include, but not be limited to, trade secrets,
-release information, financial information, personnel information,
-and the like.  Reasonable measures shall be taken by Licensee to
-protect the confidentiality of Id Software's proprietary
-information and any memoranda or papers containing proprietary
-information of Id Software's that Licensee may receive are to be
-returned to Id Software upon request.  Licensee's obligations and
-duties under this paragraph shall survive expiration or earlier
-termination of this Agreement.  Licensee shall obtain from its
-employees an undertaking in a form which may be supplied by Id
-Software, and which is subject to Id Software's prior written
-approval, not to use or disclose to any third party any information
-or knowledge concerning the business of Id Software which may be
-communicated to such employees. 
-
-        9.      LIMITATION OF LIABILITY.  ID SOFTWARE EXPRESSLY
-DISCLAIMS ALL WARRANTIES NOT PROVIDED BY ID SOFTWARE HEREUNDER. 
-UNDER NO CIRCUMSTANCES SHALL ID SOFTWARE BE LIABLE TO LICENSEE FOR
-ACTUAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR
-ANY OTHER DAMAGES, WHETHER OR NOT ID SOFTWARE RECEIVES NOTICE OF
-ANY SUCH DAMAGES. 
-
-        10.     COMPLIANCE WITH APPLICABLE LAWS.  In performing
-under this Agreement, Licensee agrees to comply with all applicable
-laws, [including, without limitation, 22 U.S.C., 2778 and 22
-U.S.C. C.F.R. Parts 120-130 (1995)] regulations, ordinances and
-statutes, including, but not limited to, the import/export laws and
-regulations of the United States and its governmental and
-regulatory agencies (including, without limitation, the Bureau of
-Export Administration and the U.S. Department of Commerce) and all
-applicable international treaties and laws.  Further, Licensee
-shall defend, indemnify and hold harmless Id Software from any and
-all sales tax, tariffs and/or duties in connection with Licensee's
-performance hereunder. 
-
-        11.     SPECIFIC UNDERTAKINGS BY LICENSEE.  In addition to
-the obligations of Licensee otherwise set forth in this Agreement,
-during the term of this Agreement, and thereafter where specified,
-Licensee agrees that: 
-
-        a.      It will not attack the title of Id Software to the
-Subject Game or the Trademark and any copyright, patent or
-trademark or other intellectual property right related thereto and
-it will not attack the validity of the license granted hereunder
-during the term hereof or thereafter; and 
-
-        b.      It will promptly inform Id Software of any
-unauthorized use of the Authorized Copy, the Subject Game and the
-Trademark and any portions thereof and reasonably assist Id
-Software in the enforcement of any rights Id Software may have
-against such unauthorized users. 
-
-        12.     FINANCIAL OBLIGATIONS AND ACCOUNTING.
-
-        a.      Payment of Royalties.  Licensee agrees to pay Id
-Software a royalty ("Royalty") at the rate of twelve and one-half
-percent (12.5%) of Net Income.  The term "Net Income" shall mean
-all revenue received by Licensee from the commercial use of the
-Authorized Copy, less only Licensee's actual, documented costs
-relating directly to such use.  A Royalty shall only be due for
-those months in which Licensee's gross revenue from QUAKE
-distribution exceeds U.S. Five Thousand Dollars ($5,000.00) and in
-such months Licensee shall pay a full Royalty on all revenue
-received. 
-
-        b.      Rendition of Statements.  Licensee shall account to
-Id Software with regard to transactions hereunder within forty-five
-(45) days following the conclusion of each calendar quarter. 
-Licensee hereby represents and warrants that such statements of
-account to be prepared shall be true and correct.  The accounts
-shall show in summary form the appropriate calculations relating to
-the computation of Royalties, if any.  The statements shall also
-show the gross revenue received by Licensee per month.  The
-Royalties payable to Id Software hereunder shall be remitted with
-the particular statement indicating such amount to be due.  All
-statements hereunder shall be deemed rendered when deposited,
-postage prepaid, in the United States mail, addressed to Id
-Software at Id Software's address set forth on the signature page
-hereof. 
-
-        c.      Books of Account and Audits.  Licensee shall keep
-books of account relating to the commercial use of the Authorized
-Copy on the basis of generally accepted accounting principles and
-shall maintain such books of account for a period of at least two
-(2) years after the expiration or earlier termination of this
-Agreement; provided, however, that Licensee shall not be required
-to keep such records longer than seven (7) years from their date of
-origination.  Id Software may, upon reasonable notice and at its
-own expense, audit the applicable records at Licensee's office, in
-order to verify statements rendered hereunder.  Any such audit
-shall take place during reasonable business hours and in such
-manner so as not to interfere with Licensee's normal business
-activities.  Id Software agrees that such information inspected
-and/or copied on behalf of Id Software hereunder shall be used only
-for the purpose of determining the accuracy of the statements, and
-shall be revealed only to such officers, directors, employees,
-agents and/or representatives of Id Software as necessary to verify
-the accuracy of the statements.  If in an audit of Licensee's books
-and records it is determined that there is a short fall of ten
-percent (10%) or more in Royalties reported for any calendar
-quarter, in addition to payment of such short fall and interest as
-may be due, as provided herein, Licensee shall reimburse Id
-Software for the full out-of-pocket costs of the audit including
-reasonable travel costs and expenses; provided, however, that the
-amount of reimbursement paid by Licensee shall not exceed U.S.
-Fifteen Thousand Dollars ($15,000.00) for any audit. 
-
-        d.      Payment of the Royalty.  Licensee assumes all risks
-associated with fluctuations in foreign currency exchange rates. 
-Licensee shall pay and agrees to pay all sums due Id Software in
-United States Dollars.  With respect to Royalties due for
-commercial use outside the United States, other currencies shall be
-exchanged at the expense of Licensee into United States Dollars
-using the bid price quoted at the Citibank, N.A. of New York, New
-York, for the purchase of United States Dollars at the close of
-business on the last day of the calendar quarter during which any
-amounts accrue. Payment of the Royalties shall be made in Dallas
-County, Texas. 
-
-        e.      Interest.  If Id Software does not receive the
-applicable Royalty payment on or before the due date of such
-payment, Licensee agrees to pay and shall pay interest on Royalties
-owed to Id Software from such date as specified in the following
-sentence at a rate per annum equal to the Index Rate.  For purposes
-of clarification, the interest will begin to accrue on the first
-(1st) day following the due date of the Royalty payment, unless the
-Royalty payment is paid timely.  The "Index Rate" shall be the
-prime rate as published in The Wall Street Journal's "Money Rates"
-table.  If multiple prime rates are quoted in the table, then the
-highest prime rate will be the Index Rate.  In the event that the
-prime rate is no longer published in the "Money Rates" table, then
-Id Software will choose a substitute Index Rate which is based upon
-comparable information.  The applicable interest rate will be
-determined and take effect on the first day of each month. 
-
-        NOTHING HEREIN SHALL BE CONSTRUED AS A REQUEST OR DEMAND BY
-ID SOFTWARE OF INTEREST AT A RATE HIGHER THAN ALLOWED BY APPLICABLE
-LAW.  IT IS THE INTENT OF THE PARTIES HERETO THAT NO INTEREST BE
-CHARGED HEREUNDER WHICH EXCEEDS THE MAXIMUM RATE ALLOWED BY
-APPLICABLE LAW.  IF THE RATE REFERENCED ABOVE EXCEEDS THE MAXIMUM
-RATE ALLOWED BY APPLICABLE LAW, THEN THE INTEREST RATE MADE
-APPLICABLE HEREIN SHALL BE THE MAXIMUM RATE ALLOWED BY APPLICABLE
-LAW. 
-
-        13.     SUBLICENSE.  Licensee shall not be entitled to
-sublicense any of its rights under this Agreement.   
-
-        14.     GOODWILL.  Licensee recognizes the great value of
-the goodwill associated with the Subject Game and the Trademark,
-and acknowledges that such goodwill, now existing and hereafter
-created, exclusively belongs to Id Software and that the Trademark
-has acquired a secondary meaning in the mind of the public. 
-
-        15.     REMEDIES.  In the event of a breach of this
-Agreement by Id Software, Licensee's sole remedy shall be to
-terminate this Agreement.  In the event of a breach by Licensee of
-this Agreement, Id Software may pursue the remedies to which it is
-entitled under applicable law, including, but not limited to,
-termination of this Agreement.  Licensee agrees that its failure to
-comply with the terms of this Agreement upon expiration or earlier
-termination hereof or Licensee's unauthorized use of the Authorized
-Copy may result in immediate and irreparable damage to Id Software
-for which there is no adequate remedy at law, and in the event of
-such failure by Licensee, Id Software shall be entitled to
-injunctive relief.  Pursuit of any remedy by Id Software shall not
-constitute a waiver of any other right or remedy of Id Software
-under this Agreement or under applicable law.  Termination of this
-Agreement shall not be a pre-condition to Id Software pursuing its
-other remedies for breach. 
-
-        16.     LICENSEE'S WARRANTIES.  Licensee warrants and
-represents that it has full legal rights to enter into this
-Agreement and to perform its obligations hereunder and that it will
-comply, at all times during the terms of this Agreement, with all
-applicable laws, as set forth hereinabove. 
-
-        17.     BANKRUPTCY.  If Licensee's liabilities exceed its
-assets, or if Licensee becomes unable to pay its debts as they
-become due or if Licensee files for voluntary bankruptcy, or is
-placed in bankruptcy which is not dissolved or dismissed after
-thirty (30) days from the petition filing date, or if Licensee
-becomes insolvent, or makes an assignment for the benefit of its
-creditors or an arrangement pursuant to any bankruptcy laws or if
-Licensee discontinues its business or if a receiver is appointed
-for its business, this Agreement shall automatically terminate,
-without notice, and become null and void; provided, however, all
-duties of Licensee upon termination or expiration of this Agreement
-shall continue in full force and effect. 
-
-        18.     ENTIRE AGREEMENT AND ASSIGNMENT.  This Agreement
-constitutes the entire understanding between Licensee and Id
-Software regarding the Subject Game.  Each and every clause of this
-Agreement is severable from the whole and shall survive unless the
-entire Agreement is declared unenforceable.  No prior or present
-agreements or representations shall be binding upon any of the
-parties hereto unless incorporated in this Agreement.  No
-modification or change in this Agreement shall be valid or binding
-upon the parties unless in writing, executed by the parties to be
-bound thereby.  This Agreement shall bind and inure to the benefit
-of Id Software, its successors and assigns, and Id Software may
-assign its rights hereunder, in Id Software's sole discretion. 
-This Agreement is personal to Licensee, and Licensee shall not
-sublicense, assign, transfer, convey nor franchise its rights
-granted hereunder. 
-
-        19.     CHOICE OF LAW, VENUE AND SERVICE OF PROCESS.  This
-Agreement shall be construed in accordance with the laws of the
-State of Texas and applicable U.S. federal law and all claims
-and/or lawsuits in connection with this Agreement must be brought
-in Dallas County, Texas. Licensee hereby agrees that service of
-process by certified mail to the address set forth below, with
-return receipt requested, shall constitute valid service of process
-upon Licensee.  If for any reason Licensee has moved or cannot be
-validly served, then Licensee appoints the Secretary of State of
-the state of Texas to accept service of process on Licensee's 
-behalf. 
-
-        20.     EXCUSED PERFORMANCE.  Neither party shall be deemed
-to be in default of any provision of this Agreement nor be liable
-for any delay, failure in performance or interruption of service,
-resulting directly or indirectly from acts of God, civil or
-military authority, civil disturbance, military action, war,
-strikes, other catastrophes or any other similar cause beyond its
-reasonable control. Written notice to the non-affected party of any
-such condition shall be given by the affected party within ten (10)
-days of the event. 
-
-        21.     DELIVERY OF NOTICES, AND DELIVERY OF PAYMENTS. 
-Unless otherwise directed in writing by the parties, all notices
-given hereunder and all payments made hereunder shall be sent to
-the addresses set forth on the signature page hereof.   All
-notices, requests, consents and other communications under this
-Agreement shall be in writing and shall be deemed to have been
-delivered on the date personally delivered or on the date deposited
-in the United States Postal Service, postage prepaid, by certified
-mail, return receipt requested, or telegraphed and confirmed, or
-delivered by electronic facsimile and confirmed.  Any notice to Id
-Software shall also be sent to its counsel: D. Wade Cloud, Jr.,
-Hiersche, Martens, Hayward, Drakeley & Urbach, P.C., 15303 Dallas
-Parkway, Suite 700, LB 17, Dallas, Texas  75248. 
-
-        22.     NO PARTNERSHIP, ETC.  This Agreement does not
-constitute and shall not be construed as constituting a partnership
-or joint venture between Id Software and Licensee.  Neither party
-shall have any right to obligate or bind the other party in any
-manner whatsoever, and nothing herein contained shall give, or is
-intended to give, any rights of any kind to any third persons. 
-
-        23.     COUNTERPARTS.  This Agreement may be executed in
-several counterparts, each of which will be deemed to be an
-original, and each of which alone and all of which together, shall
-constitute one and the same instrument, but in making proof of this
-Agreement it shall not be necessary to produce or account for each
-copy of any counterpart other than the counterpart signed by the
-party against whom this Agreement is to be enforced.  This
-Agreement may be transmitted by facsimile, and it is the intent of
-the parties for the facsimile of any autograph printed by a
-receiving facsimile machine to be an original signature and for the
-facsimile and any complete photocopy of the Agreement to be deemed
-an original counterpart. 
-
-        24.     MEDIATION.  If a dispute arises out of or relates to
-this Agreement, or a breach of this Agreement, and if the dispute
-cannot be settled through direct discussion, then the parties agree
-to endeavor to settle the dispute in an amicable manner by
-mediation, under the applicable provisions of Section 154.00 et
-seq., Texas Civil Practices and Remedies Code, as supplemented by
-the rules of the Association of Attorney Mediators. 
-
-        25.     SURVIVAL.  The following provisions shall survive
-the expiration or earlier termination of this Agreement: 
-paragraphs 4., 7., 8., and the audit rights of Id Software in
-paragraph 12.c. 
-
-        26.     MISCELLANEOUS.  
-
-        a.      All captions in this Agreement are intended solely
-for the convenience of the parties, and none shall effect the
-meaning or construction of any provision. 
-
-        b.      The terms and conditions of this Agreement have been
-negotiated fully and freely among the parties.  Accordingly, the
-preparation of this Agreement by counsel for a given party will not
-be material to the construction hereof, and the terms of this
-Agreement shall not be strictly construed against such party. 
-
-        By signing in the spaces provided below, the parties have
-agreed to all of the terms and conditions set forth in this
-Agreement. 
-
-
-AGREED:
-
-LICENSEE:       
-
-
-Signed:_______________________________
-Printed Name:_________________________
-Title:________________________________
-Address:______________________________
-______________________________________
-______________________________________
-Telephone #: _________________________
-Fax #:________________________________
-E-Mail Address:_______________________
-Date: ________________________________
-
-
-AGREED:
-
-ID SOFTWARE, INC.
-
-
-Signed:_______________________________
-Printed Name:_________________________
-Title:________________________________
-Address:______________________________
-______________________________________
-______________________________________
-Telephone #: _________________________
-Fax #:________________________________
-E-Mail Address:_______________________
-Date: ________________________________
-
-
-
-June 10, 1996
-
-
-
-COMMERCIAL EXPLOITATION LICENSE AGREEMENT FOR QUAKE
-(DWC:dw:3406.0299:dwc\doc:5017)
-
-
+        COMMERCIAL EXPLOITATION LICENSE AGREEMENT FOR QUAKE

+

+        This Commercial Exploitation License Agreement for QUAKE

+(the "Agreement") is between Id Software, Inc., a Texas

+Corporation, (hereinafter "Id Software") and Licensee (as described

+on the signature page hereof) and is made effective beginning on

+the date of last signature hereto (the "Effective Date"). 

+

+        R E C I T A L S

+

+        WHEREAS, Id Software is the owner and developer of the

+computer software game entitled QUAKE;

+

+        WHEREAS, Id Software desires to license certain

+non-exclusive rights regarding QUAKE to Licensee; and

+

+        WHEREAS, Licensee desires to receive a license for such

+rights. 

+

+        T E R M S    A N D    C O N D I T I O N S

+ 

+        NOW, THEREFORE, for and in consideration of the mutual

+premises contained herein and for other good and valuable

+consideration, the receipt and sufficiency of which is hereby

+acknowledged, the undersigned parties do hereby agree as follows: 

+

+        1.      DEFINITIONS.  As used in this Agreement, the parties

+hereto agree the words set forth below shall have the specified

+meanings: 

+

+        a.      "Authorized Copy" shall mean one (1) copy of the

+                Subject Game actually purchased by Licensee from an

+                Id Software approved retailer; and 

+

+        b.      "Subject Game" shall mean the full registered

+                version of QUAKE on a CD-ROM and shall not mean the

+                shareware or any other version. 

+

+        2.      GRANT OF RIGHTS.  Id Software hereby grants to

+Licensee and Licensee hereby accepts, subject to the provisions and

+conditions hereof, a world-wide (except as otherwise provided

+herein), non-exclusive, non-transferable, and non-assignable

+license to: 

+

+        a.      publicly display an Authorized Copy in exchange for

+                rental payment; 

+

+        b.      run the Authorized Copy so that it will accept

+                network/modem connections in exchange for payments

+                from end-users who also must have actually purchased

+                an Authorized Copy; and 

+

+        c.      otherwise commercially exploit an Authorized Copy,

+                except that Licensee shall not copy, reproduce,

+                manufacture or distribute the Authorized Copy. 

+

+        3.      RESERVATION OF RIGHTS AND PROHIBITIONS.  Id Software

+expressly reserves all rights not granted herein.  Under no

+circumstances shall Licensee copy, reproduce, manufacture or

+distribute (free of charge or otherwise) the Authorized Copy or the

+Subject Game.  Licensee shall not reverse engineer, decompile,

+disassemble, modify or alter the Authorized Copy.  Licensee is not

+receiving any rights hereunder regarding the Trademark or any

+artwork, sound, music or other element of the Subject Game. 

+

+        4.      OWNERSHIP.  Title to and all ownership rights in and

+to the Subject Game, and the QUAKE Trademark (the "Trademark") and

+the copyrights, trademarks, patents and other intellectual property

+rights related thereto shall remain with Id Software which shall have

+the exclusive right to protect the same  by copyright or otherwise.

+Licensee shall have no ownership rights in or to the Subject Game or

+the Trademark and Licensee shall not own any intellectual property

+rights regarding the Authorized Copy, including, without limitation,

+the copyright regarding the Authorized Copy. Licensee acknowledges

+that it only has a limited license to use the Authorized Copy, as

+specified in that certain QUAKE Enduser License contained within the

+Authorized Copy and as specified in this Agreement.

+

+        5.      TERM AND TERMINATION.  

+

+        a.      The term of this Agreement and the license granted

+herein begins on the Effective Date and shall expire on a date one

+(1) calendar year from the Effective Date. 

+

+        b.      Either party may terminate this Agreement, for any

+reason or no reason, on thirty (30) days written notice to the

+other party.  Termination will be effective on the thirtieth (30th)

+day following delivery of the described notice.  Notwithstanding

+anything to the contrary herein, this Agreement shall immediately

+terminate, without the requirement of any notice from Id Software

+to Licensee, upon the occurrence of any of the following:  (a) if

+Licensee shall file a petition in bankruptcy or make an assignment

+for the benefit of creditors, or if any bankruptcy proceeding or

+assignment for benefit of creditors, shall be commenced against

+Licensee and not be dismissed within sixty (60) days after the date

+of its commencement; (b) the insolvency of Licensee; (c) the

+cessation by Licensee of its business; or (d) the cessation by

+Licensee, without the prior written consent of Id Software of the

+distribution, manufacture, and sale responsibilities embodied

+herein.  Further, Id Software may elect to terminate this Agreement

+upon the occurrence of any of the following:  (1) if Licensee's

+business operations are interrupted for forty (40) consecutive

+calendar days; or (2) if each of two Id Software audit inspections

+during any eighteen (18) month period demonstrates an

+understatement by Licensee of Royalty payments due Id Software for

+the six (6) month period immediately preceding each such inspection

+of five percent (5%) or more.  Upon the occurrence of such

+terminating event, and the election of Id Software, if necessary,

+to cause such termination, this Agreement and any and all rights

+thereunder shall terminate without prejudice to any rights or

+claims Id Software may have, and all rights hereunder shall

+thereupon terminate, revert to and be vested in Id Software. 

+

+        6.      EFFECT OF TERMINATION OR EXPIRATION.  Termination or

+expiration of this Agreement, either by Id Software or

+automatically, shall not create any liability against Id Software.

+Upon expiration or earlier termination of this Agreement, Licensee

+shall have no further right to exercise the rights licensed

+hereunder or otherwise acquired in relation to this Agreement. 

+

+        7.      INDEMNIFICATION.  Licensee hereby agrees to

+indemnify, hold harmless and defend Id Software and Id Software's

+predecessors, successors, assigns, officers, directors,

+shareholders, employees, agents, representatives, licensees,

+sublicensees, distributors, attorneys and accountants

+(collectively, the "Id Related Parties") from and against any and

+all damages, claims, losses, causes of action, liabilities,

+lawsuits, judgments and expenses (including, without limitation,

+reasonable attorneys' fees and expenses) arising from, relating to

+or in connection with a breach of this Agreement by Licensee and

+arising from, relating to or in connection with the Licensee's use

+or non-use of the Authorized Copy (collectively, the "Claims").  Id

+Software agrees to notify Licensee of any such Claims within a

+reasonable time after Id Software learns of same.  Licensee, at its

+own expense, shall defend Id Software and the Id Related Parties

+from any and all Claims.  Id Software and the Id Related Parties

+reserve the right to participate in any defense of the Claims with

+counsel of their choice, and at their own expense.  In the event

+Licensee fails to provide a defense, then Licensee shall be

+responsible for paying the attorneys' fees and expenses incurred by

+Id Software and the Id Related Parties regarding the defense of the

+Claims.  Id Software and the Id Related Parties, as applicable,

+agree to reasonably assist in the defense of the Claims.  No

+settlement by Licensee of any Claims shall be valid unless Licensee

+receives the prior written consent of Id Software and the Id

+Related Parties, as applicable, to any such settlement. 

+

+        8.      CONFIDENTIALITY.  It is understood and agreed that

+any proprietary information of Id Software that may from time to

+time be made available or become known to Licensee is to be treated

+as confidential, is to be used solely in connection with Licensee's

+performance under this Agreement, and is to be disclosed only to

+employees of Licensee who have a need for access.  Such proprietary

+information shall include, but not be limited to, trade secrets,

+release information, financial information, personnel information,

+and the like.  Reasonable measures shall be taken by Licensee to

+protect the confidentiality of Id Software's proprietary

+information and any memoranda or papers containing proprietary

+information of Id Software's that Licensee may receive are to be

+returned to Id Software upon request.  Licensee's obligations and

+duties under this paragraph shall survive expiration or earlier

+termination of this Agreement.  Licensee shall obtain from its

+employees an undertaking in a form which may be supplied by Id

+Software, and which is subject to Id Software's prior written

+approval, not to use or disclose to any third party any information

+or knowledge concerning the business of Id Software which may be

+communicated to such employees. 

+

+        9.      LIMITATION OF LIABILITY.  ID SOFTWARE EXPRESSLY

+DISCLAIMS ALL WARRANTIES NOT PROVIDED BY ID SOFTWARE HEREUNDER. 

+UNDER NO CIRCUMSTANCES SHALL ID SOFTWARE BE LIABLE TO LICENSEE FOR

+ACTUAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR

+ANY OTHER DAMAGES, WHETHER OR NOT ID SOFTWARE RECEIVES NOTICE OF

+ANY SUCH DAMAGES. 

+

+        10.     COMPLIANCE WITH APPLICABLE LAWS.  In performing

+under this Agreement, Licensee agrees to comply with all applicable

+laws, [including, without limitation, 22 U.S.C., 2778 and 22

+U.S.C. C.F.R. Parts 120-130 (1995)] regulations, ordinances and

+statutes, including, but not limited to, the import/export laws and

+regulations of the United States and its governmental and

+regulatory agencies (including, without limitation, the Bureau of

+Export Administration and the U.S. Department of Commerce) and all

+applicable international treaties and laws.  Further, Licensee

+shall defend, indemnify and hold harmless Id Software from any and

+all sales tax, tariffs and/or duties in connection with Licensee's

+performance hereunder. 

+

+        11.     SPECIFIC UNDERTAKINGS BY LICENSEE.  In addition to

+the obligations of Licensee otherwise set forth in this Agreement,

+during the term of this Agreement, and thereafter where specified,

+Licensee agrees that: 

+

+        a.      It will not attack the title of Id Software to the

+Subject Game or the Trademark and any copyright, patent or

+trademark or other intellectual property right related thereto and

+it will not attack the validity of the license granted hereunder

+during the term hereof or thereafter; and 

+

+        b.      It will promptly inform Id Software of any

+unauthorized use of the Authorized Copy, the Subject Game and the

+Trademark and any portions thereof and reasonably assist Id

+Software in the enforcement of any rights Id Software may have

+against such unauthorized users. 

+

+        12.     FINANCIAL OBLIGATIONS AND ACCOUNTING.

+

+        a.      Payment of Royalties.  Licensee agrees to pay Id

+Software a royalty ("Royalty") at the rate of twelve and one-half

+percent (12.5%) of Net Income.  The term "Net Income" shall mean

+all revenue received by Licensee from the commercial use of the

+Authorized Copy, less only Licensee's actual, documented costs

+relating directly to such use.  A Royalty shall only be due for

+those months in which Licensee's gross revenue from QUAKE

+distribution exceeds U.S. Five Thousand Dollars ($5,000.00) and in

+such months Licensee shall pay a full Royalty on all revenue

+received. 

+

+        b.      Rendition of Statements.  Licensee shall account to

+Id Software with regard to transactions hereunder within forty-five

+(45) days following the conclusion of each calendar quarter. 

+Licensee hereby represents and warrants that such statements of

+account to be prepared shall be true and correct.  The accounts

+shall show in summary form the appropriate calculations relating to

+the computation of Royalties, if any.  The statements shall also

+show the gross revenue received by Licensee per month.  The

+Royalties payable to Id Software hereunder shall be remitted with

+the particular statement indicating such amount to be due.  All

+statements hereunder shall be deemed rendered when deposited,

+postage prepaid, in the United States mail, addressed to Id

+Software at Id Software's address set forth on the signature page

+hereof. 

+

+        c.      Books of Account and Audits.  Licensee shall keep

+books of account relating to the commercial use of the Authorized

+Copy on the basis of generally accepted accounting principles and

+shall maintain such books of account for a period of at least two

+(2) years after the expiration or earlier termination of this

+Agreement; provided, however, that Licensee shall not be required

+to keep such records longer than seven (7) years from their date of

+origination.  Id Software may, upon reasonable notice and at its

+own expense, audit the applicable records at Licensee's office, in

+order to verify statements rendered hereunder.  Any such audit

+shall take place during reasonable business hours and in such

+manner so as not to interfere with Licensee's normal business

+activities.  Id Software agrees that such information inspected

+and/or copied on behalf of Id Software hereunder shall be used only

+for the purpose of determining the accuracy of the statements, and

+shall be revealed only to such officers, directors, employees,

+agents and/or representatives of Id Software as necessary to verify

+the accuracy of the statements.  If in an audit of Licensee's books

+and records it is determined that there is a short fall of ten

+percent (10%) or more in Royalties reported for any calendar

+quarter, in addition to payment of such short fall and interest as

+may be due, as provided herein, Licensee shall reimburse Id

+Software for the full out-of-pocket costs of the audit including

+reasonable travel costs and expenses; provided, however, that the

+amount of reimbursement paid by Licensee shall not exceed U.S.

+Fifteen Thousand Dollars ($15,000.00) for any audit. 

+

+        d.      Payment of the Royalty.  Licensee assumes all risks

+associated with fluctuations in foreign currency exchange rates. 

+Licensee shall pay and agrees to pay all sums due Id Software in

+United States Dollars.  With respect to Royalties due for

+commercial use outside the United States, other currencies shall be

+exchanged at the expense of Licensee into United States Dollars

+using the bid price quoted at the Citibank, N.A. of New York, New

+York, for the purchase of United States Dollars at the close of

+business on the last day of the calendar quarter during which any

+amounts accrue. Payment of the Royalties shall be made in Dallas

+County, Texas. 

+

+        e.      Interest.  If Id Software does not receive the

+applicable Royalty payment on or before the due date of such

+payment, Licensee agrees to pay and shall pay interest on Royalties

+owed to Id Software from such date as specified in the following

+sentence at a rate per annum equal to the Index Rate.  For purposes

+of clarification, the interest will begin to accrue on the first

+(1st) day following the due date of the Royalty payment, unless the

+Royalty payment is paid timely.  The "Index Rate" shall be the

+prime rate as published in The Wall Street Journal's "Money Rates"

+table.  If multiple prime rates are quoted in the table, then the

+highest prime rate will be the Index Rate.  In the event that the

+prime rate is no longer published in the "Money Rates" table, then

+Id Software will choose a substitute Index Rate which is based upon

+comparable information.  The applicable interest rate will be

+determined and take effect on the first day of each month. 

+

+        NOTHING HEREIN SHALL BE CONSTRUED AS A REQUEST OR DEMAND BY

+ID SOFTWARE OF INTEREST AT A RATE HIGHER THAN ALLOWED BY APPLICABLE

+LAW.  IT IS THE INTENT OF THE PARTIES HERETO THAT NO INTEREST BE

+CHARGED HEREUNDER WHICH EXCEEDS THE MAXIMUM RATE ALLOWED BY

+APPLICABLE LAW.  IF THE RATE REFERENCED ABOVE EXCEEDS THE MAXIMUM

+RATE ALLOWED BY APPLICABLE LAW, THEN THE INTEREST RATE MADE

+APPLICABLE HEREIN SHALL BE THE MAXIMUM RATE ALLOWED BY APPLICABLE

+LAW. 

+

+        13.     SUBLICENSE.  Licensee shall not be entitled to

+sublicense any of its rights under this Agreement.   

+

+        14.     GOODWILL.  Licensee recognizes the great value of

+the goodwill associated with the Subject Game and the Trademark,

+and acknowledges that such goodwill, now existing and hereafter

+created, exclusively belongs to Id Software and that the Trademark

+has acquired a secondary meaning in the mind of the public. 

+

+        15.     REMEDIES.  In the event of a breach of this

+Agreement by Id Software, Licensee's sole remedy shall be to

+terminate this Agreement.  In the event of a breach by Licensee of

+this Agreement, Id Software may pursue the remedies to which it is

+entitled under applicable law, including, but not limited to,

+termination of this Agreement.  Licensee agrees that its failure to

+comply with the terms of this Agreement upon expiration or earlier

+termination hereof or Licensee's unauthorized use of the Authorized

+Copy may result in immediate and irreparable damage to Id Software

+for which there is no adequate remedy at law, and in the event of

+such failure by Licensee, Id Software shall be entitled to

+injunctive relief.  Pursuit of any remedy by Id Software shall not

+constitute a waiver of any other right or remedy of Id Software

+under this Agreement or under applicable law.  Termination of this

+Agreement shall not be a pre-condition to Id Software pursuing its

+other remedies for breach. 

+

+        16.     LICENSEE'S WARRANTIES.  Licensee warrants and

+represents that it has full legal rights to enter into this

+Agreement and to perform its obligations hereunder and that it will

+comply, at all times during the terms of this Agreement, with all

+applicable laws, as set forth hereinabove. 

+

+        17.     BANKRUPTCY.  If Licensee's liabilities exceed its

+assets, or if Licensee becomes unable to pay its debts as they

+become due or if Licensee files for voluntary bankruptcy, or is

+placed in bankruptcy which is not dissolved or dismissed after

+thirty (30) days from the petition filing date, or if Licensee

+becomes insolvent, or makes an assignment for the benefit of its

+creditors or an arrangement pursuant to any bankruptcy laws or if

+Licensee discontinues its business or if a receiver is appointed

+for its business, this Agreement shall automatically terminate,

+without notice, and become null and void; provided, however, all

+duties of Licensee upon termination or expiration of this Agreement

+shall continue in full force and effect. 

+

+        18.     ENTIRE AGREEMENT AND ASSIGNMENT.  This Agreement

+constitutes the entire understanding between Licensee and Id

+Software regarding the Subject Game.  Each and every clause of this

+Agreement is severable from the whole and shall survive unless the

+entire Agreement is declared unenforceable.  No prior or present

+agreements or representations shall be binding upon any of the

+parties hereto unless incorporated in this Agreement.  No

+modification or change in this Agreement shall be valid or binding

+upon the parties unless in writing, executed by the parties to be

+bound thereby.  This Agreement shall bind and inure to the benefit

+of Id Software, its successors and assigns, and Id Software may

+assign its rights hereunder, in Id Software's sole discretion. 

+This Agreement is personal to Licensee, and Licensee shall not

+sublicense, assign, transfer, convey nor franchise its rights

+granted hereunder. 

+

+        19.     CHOICE OF LAW, VENUE AND SERVICE OF PROCESS.  This

+Agreement shall be construed in accordance with the laws of the

+State of Texas and applicable U.S. federal law and all claims

+and/or lawsuits in connection with this Agreement must be brought

+in Dallas County, Texas. Licensee hereby agrees that service of

+process by certified mail to the address set forth below, with

+return receipt requested, shall constitute valid service of process

+upon Licensee.  If for any reason Licensee has moved or cannot be

+validly served, then Licensee appoints the Secretary of State of

+the state of Texas to accept service of process on Licensee's 

+behalf. 

+

+        20.     EXCUSED PERFORMANCE.  Neither party shall be deemed

+to be in default of any provision of this Agreement nor be liable

+for any delay, failure in performance or interruption of service,

+resulting directly or indirectly from acts of God, civil or

+military authority, civil disturbance, military action, war,

+strikes, other catastrophes or any other similar cause beyond its

+reasonable control. Written notice to the non-affected party of any

+such condition shall be given by the affected party within ten (10)

+days of the event. 

+

+        21.     DELIVERY OF NOTICES, AND DELIVERY OF PAYMENTS. 

+Unless otherwise directed in writing by the parties, all notices

+given hereunder and all payments made hereunder shall be sent to

+the addresses set forth on the signature page hereof.   All

+notices, requests, consents and other communications under this

+Agreement shall be in writing and shall be deemed to have been

+delivered on the date personally delivered or on the date deposited

+in the United States Postal Service, postage prepaid, by certified

+mail, return receipt requested, or telegraphed and confirmed, or

+delivered by electronic facsimile and confirmed.  Any notice to Id

+Software shall also be sent to its counsel: D. Wade Cloud, Jr.,

+Hiersche, Martens, Hayward, Drakeley & Urbach, P.C., 15303 Dallas

+Parkway, Suite 700, LB 17, Dallas, Texas  75248. 

+

+        22.     NO PARTNERSHIP, ETC.  This Agreement does not

+constitute and shall not be construed as constituting a partnership

+or joint venture between Id Software and Licensee.  Neither party

+shall have any right to obligate or bind the other party in any

+manner whatsoever, and nothing herein contained shall give, or is

+intended to give, any rights of any kind to any third persons. 

+

+        23.     COUNTERPARTS.  This Agreement may be executed in

+several counterparts, each of which will be deemed to be an

+original, and each of which alone and all of which together, shall

+constitute one and the same instrument, but in making proof of this

+Agreement it shall not be necessary to produce or account for each

+copy of any counterpart other than the counterpart signed by the

+party against whom this Agreement is to be enforced.  This

+Agreement may be transmitted by facsimile, and it is the intent of

+the parties for the facsimile of any autograph printed by a

+receiving facsimile machine to be an original signature and for the

+facsimile and any complete photocopy of the Agreement to be deemed

+an original counterpart. 

+

+        24.     MEDIATION.  If a dispute arises out of or relates to

+this Agreement, or a breach of this Agreement, and if the dispute

+cannot be settled through direct discussion, then the parties agree

+to endeavor to settle the dispute in an amicable manner by

+mediation, under the applicable provisions of Section 154.00 et

+seq., Texas Civil Practices and Remedies Code, as supplemented by

+the rules of the Association of Attorney Mediators. 

+

+        25.     SURVIVAL.  The following provisions shall survive

+the expiration or earlier termination of this Agreement: 

+paragraphs 4., 7., 8., and the audit rights of Id Software in

+paragraph 12.c. 

+

+        26.     MISCELLANEOUS.  

+

+        a.      All captions in this Agreement are intended solely

+for the convenience of the parties, and none shall effect the

+meaning or construction of any provision. 

+

+        b.      The terms and conditions of this Agreement have been

+negotiated fully and freely among the parties.  Accordingly, the

+preparation of this Agreement by counsel for a given party will not

+be material to the construction hereof, and the terms of this

+Agreement shall not be strictly construed against such party. 

+

+        By signing in the spaces provided below, the parties have

+agreed to all of the terms and conditions set forth in this

+Agreement. 

+

+

+AGREED:

+

+LICENSEE:       

+

+

+Signed:_______________________________

+Printed Name:_________________________

+Title:________________________________

+Address:______________________________

+______________________________________

+______________________________________

+Telephone #: _________________________

+Fax #:________________________________

+E-Mail Address:_______________________

+Date: ________________________________

+

+

+AGREED:

+

+ID SOFTWARE, INC.

+

+

+Signed:_______________________________

+Printed Name:_________________________

+Title:________________________________

+Address:______________________________

+______________________________________

+______________________________________

+Telephone #: _________________________

+Fax #:________________________________

+E-Mail Address:_______________________

+Date: ________________________________

+

+

+

+June 10, 1996

+

+

+

+COMMERCIAL EXPLOITATION LICENSE AGREEMENT FOR QUAKE

+(DWC:dw:3406.0299:dwc\doc:5017)

+

+