This License Agreement (this “Agreement”) is made effective as of April 18, 2006 (the
“Effective Date”) between Melinda Crawley, President, M2S2 Communications, of 17 Peggy
Sue Drive, Ringgold, Georgia 30736 (hereinafter “Licensor”) and _______________________
The parties agree as follows:
1. GRANT OF LICENSE. Licensor owns Licensee’s IPTV Users Guides for Myrio
Interactive (“Licensed Property”). See APPENDIX A for a description of the IPTV
User’s Guide. In accordance with this Agreement, Licensor grants Licensee a non-
exclusive, non-transferable, non-sublicenseable right to reproduce the Licensed
Property an unlimited number of times in any and all media for the following
purposes: print publication; electronic publication including website design;
advertising and promotional materials; any other use approved in writing by Licensor.
Licensor retains title and ownership of the Licensed Property.
2. PAYMENT OF ROYALTY. As partial considerations for the rights and licenses
herein granted, Licensee shall pay the Licensor the set up fee in Appendix B for the
version provided in Appendix A. A yearly royalty fee may also apply as provided in
Appendix B. If further work is desired to be done on an hourly basis, the hourly rate
is provided in Appendix B. Additionally, if another version of the Licensed Product
such as such as the one provided in Appendix B is desired, a pricing can be provided
for such additional features upon request of the Licensor. Finally, Licensee agrees to
pay Licensor within thirty days of receipt of an invoice upon the completion of the
work. For hourly work, the Licensee agrees to net monthly billing.
3. MODIFICATIONS. Unless the prior written consent of Licensor is obtained,
Licensee may not modify or change the Licensed Property in any manner. Written
permission will not be unreasonably withheld to allow Licensee to make editorial
changes once a draft CD from Licensor has been received. The draft and/or edited
versions Licensor’s Licensed Property remain the property of Licensor. When Myrio
Interactive version updates are available, and Licensee wants them added to their
guides, Licensor may provide that service at the hourly rate provided in Appendix B
which my be updated from time to time. An estimated amount of time to provide
such service may be provided upon request.
4. DEFAULTS. If Licensee fails to abide by the obligations of this Agreement,
Licensor shall have the option to cancel this Agreement by providing fifteen days’
written notice to Licensee. Licensee shall have the option of preventing the
termination of this Agreement by taking corrective action that cures the default, if
such corrective action is taken prior to the end of the time period stated in the
previous sentence, and if there are no other defaults during such time period.
5. ARBITRATION. All disputes under this Agreement that cannot be resolved by the
parties shall be submitted to arbitration under the rules and regulations of the
American Arbitration Association. Either party may invoke this paragraph after
providing 30 days’ written notice to the other party. All costs of arbitration shall be
divided equally between the parties. Any award may be enforced by a court of law.
6. WARRANTIES. Neither party makes any warranties with respect to the use, sale or
other transfer of the Licensed Property by the other party or by any third party. In no
event will Licensor by liable for direct, indirect, special, incidental, or consequential
damages, that are in any way related to the Licensed Property.
7. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of
the Licensor. Licensee shall not have the right to assign or otherwise transfer, even
by action of law or otherwise, its interests in this Agreement to any other party,
without the prior written consent of the Licensor.
8. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement whether
oral or written. This Agreement supersedes any prior written or oral agreements
between the parties.
9. AMENDMENT. This Agreement may be modified or amended, if the amendment is
made in writing and signed by both parties.
10. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall continue to be valid and
enforceable. If a court finds that any provision of this Agreement is invalid or
unenforceable, but that by limiting such provision it would become valid or
enforceable, then such provision shall be deemed to be written, construed, and
enforced as so limited.
11. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of that
party’s right to subsequently enforce and compel strict compliance with every
provision of this Agreement.
12. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of
Georgia, Catoosa County.
Melinda Crawley, President, MS Communications
Melinda Crawley, President, MS Communications
Company Officer, Licensee Company
IPTV User’s Guide for Services Using Minerva Networks iTV
The IPTV User’s Guide includes:
o The complete 64-page book in press-ready electronic format, including source files,
graphics and fonts.( customization information will increase the page numbers)
o The complete 64-page book in Web-ready Adobe Acrobat format with bookmarks to
quickly take you to any topic in the guide
o Attractive cover appealing to a wide audience
o Quick reference pages with diagrams
Program guide screen
o Full color screenshots throughout
o Sections covering the following features
Guide, Setting Reminders, Guide and Pay Per View
Rentals and Video on Demand
Web and Email
IPTV User’s Guide for Services Using Myrio Interactive
Standard Licensing Fee (One time payment)
Access Lines Licensing Fee
6,000 or less $2,900.00
Over 6,000 $3,900.00
Licensing fee includes the products and services provided in Appendix A.
Additionally, customizations are available at the below listed levels.
Includes all products and features of the standard user’s guide, as well as the following
Customization of front and back covers to include company logo and/or video service
Customization of the “Remote Control Layout” (page 1) to your exact make and model of
Placement of your logo on all screenshots throughout book
Removal of any sections covering features your service does not provide. Sections removed
in this manner may be re-inserted at such time as you begin offering such service. Re-
insertion of such material will be charged at the hourly design rate of $65 per hour. This may
be amended by Licensor with at least thirty (30) days notice to Licensee once that service is
Pricing for the Essential Customizations is $2000, in addition to the standard licensing fee
(reflecting your number of access lines).
Includes all products and features of the standard user’s guide, all customizations at the Essential
level, as well as the following:
Customization of screenshots throughout the book to reflect IPG customization (e.g.
customized menu colors or menu arrangements)
Addition of marketing and promotional materials
Addition of appendix sections you choose, including:
o STB (Set Top Box)TVVCRDVD wiring diagram
o Detailed review of the Motion Picture Association of America (MPAA) movie ratings
system, and TV Parental Guidelines Board television ratings system
o Customer Care Issues
o Glossary of DTV Terms
o Remote Control Programming Codes
Pricing for Complete Customization is $1500, in addition to the standard licensing fee and
Essential Customization fee.
Further Customization Rates
Additional changes beyond the scope of the above customizations are billed at a rate of $65.00
Future Updates of IPG
Future version of the IPG software will be supported. Pricing for updates is dependent upon the
degree of changes necessary to the users guide. Customers with a current licensing agreement
will receive the updated version at a cost no more that half of their standard licensing fee, plus
the normal charge for any requested customizations.
As stated earlier, any customizations outside the scope of customizations listed above will be
billed at a rate of $65.00 per hour