From a8f828a066773a59fdf646299359d35ae0e845af Mon Sep 17 00:00:00 2001 From: wyatt8740 Date: Mon, 6 Jan 2014 12:02:16 -0500 Subject: Removed accidental upload of copyrighted map files --- WinQuake/data/COMEXP.TXT | 974 +++++++++++++++++++++++------------------------ 1 file changed, 487 insertions(+), 487 deletions(-) (limited to 'WinQuake/data/COMEXP.TXT') diff --git a/WinQuake/data/COMEXP.TXT b/WinQuake/data/COMEXP.TXT index 06bc4af..9965b0f 100644 --- 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) + + -- cgit v1.2.3