Vision Information Services, L.L.C., Irene Correia, Tax Matters Partner - Page 3

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          manufacturers and retailers.  The certain services to be provided           
          by Vision were data processing services, referred to as third               
          party service bureau services, related to the Software.                     
               Also on February 3, 1995, Vision and Nordic entered into a             
          “Software license agreement” (license agreement) with respect to            
          the Software.  The license agreement stated in relevant part:               
                    2.  LICENSE GRANT AND RESTRICTIONS.                               
                         2.1  License.  Subject to the terms and                      
               conditions of this Agreement, Nordic grants to Vision,                 
               and Vision accepts, an exclusive perpetual worldwide                   
               license to use, copy, modify and enhance the Software,                 
               Source Materials and Manuals:  (i) to provide Third-                   
               Party Service Bureau Services to various third parties                 
               * * *; and, (ii) to sub-license the Software to                        
               FoxVideo to enable FoxVideo to use the Software to                     
               process its own data and the data of its affiliates * *                
               *                                                                      
                         *    *    *    *    *    *    *                              
                    4.  OWNERSHIP, CONFIDENTIALITY AND PROTECTION OF                  
               SOFTWARE AND OTHER TRADE SECRETS.                                      
                         4.1  Nordic Ownership of Software.  This                     
               license is not a sale.  Except as otherwise provided                   
               herein, title and all proprietary rights (patents,                     
               trade secrets, copyrights and trade marks) to the                      
               Software, and any copy made by Vision are held by                      
               Nordic.  The Software is copyrighted and is protected                  
               by United States and International Copyright Laws.                     
          Nordic and Vision on the same day also entered into an annual               
          maintenance agreement under which Nordic agreed “to provide                 
          support and maintenance” for the Software and Vision agreed to              
          pay to Nordic a fee in exchange for Nordic’s “On-Call Benefits”             
          and “Time and Material Services”.                                           






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