- 6 - software research and development work. Approximately 75 percent of the money raised, or $15 million was supposed to be used for the development of CPG’s software. In return, the syndicates owned the rights to the software technology and licensed those rights to CPG. On August 10, 1993, petitioner, CPSG, Inc., and CPG entered into a Software Marketing and Management Agreement (the management agreement) whereby CPSG, Inc. licensed certain rights to market CPG’s software technology and products, including InTEXT, Today, and Operating Control Systems.5 The management agreement contemplated that CPSG, Inc. would form three subsidiaries, InTEXT Systems, Inc., Today Systems, Inc., and Operating Control Systems, Inc., to market specific lines of CPG’s software products. The management agreement purported to grant CPSG, Inc. the right to market CPG’s software products as they existed before the development work funded by the syndicates. In exchange, CPSG, Inc. agreed to pay CPG a royalty. Under the terms of the management agreement, CPG agreed to use its best efforts to provide funds for software product development; the funds were to be obtained from the syndicates. 5The agreement had a retroactive effective date of Sept. 30, 1992.Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
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