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management expertise, and development skills of HSC in exchange
for 2 percent of its annual gross profits, in perpetuity, with 1
percent to be paid to Pioneer in return for providing the Local
Software and technical advice to HSN. The shareholders also
agreed to restrict the activities of HSC to the Tampa Bay area if
HSN would agree to exclude itself from the Tampa Bay area. This
agreement was reduced to writing in a License Agreement among
HSC, HSN, and Pioneer dated June 21, 1985. The License Agreement
provided in pertinent part:
WHEREAS, the Licensor [HSC] has developed a
localized cable displayed mass merchandising
programming technique selling quantities of merchandise
at retail prices, and has developed an established logo
and trademark * * * and has developed through its
computer services supplier, Pioneer Data, Inc., the
necessary computer support and has developed
warehousing, delivery, sales and logistical support,
and has developed a corporate infrastructure
experienced in dealing in all aspects of sales
management and marketing * * *
* * * * * * *
The Licensors [sic] [HSC] hereby grant to the Licensee
[HSN] the exclusive worldwide right and license to
enjoy, commercialize and exploit the above described
processes * * * This right is inclusive of the right
to exclusively use the trademark and Logo * * * and the
existing merchandising format and merchandising
processes of Licensor [HSC]. * * *
* * * * * * *
Pioneer Data, Inc., which is the owner of the computer
product [sic] which are part of the necessary computer
programming to implement or service the above on a
national format, shall join in this agreement but its
services shall be the subject of a separate computer
services agreement.
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