Your computations might want to see this. Minimum

Your computations might want to see this. Minimum license pricing and more is mentioned.

This is from 2015

https://www.sec.gov/Archives/edgar/data/12855...r_ex21.htm

1.1.11.) Upon acceptance of the developed Dashboard Suite by CSI, STI shall license CSI for use, sale and licensing of the “Dashboard Suite” software on an exclusive basis in perpetuity as follows:



1.1.11.1.) Until September 30, 2020, even if the the Asset Purchase Promissory Note (see paragraph 3.1.3, below) is executed and paid in full, CSI shall be obligated to pay to STI the Percentage Payment (as defined in paragraph 3.1.3.4, below); however, if the Malware Suite includes ProtectID, then the 15% amount referenced in paragraph 3.1.3.4, below, shall be modified to be 20% .







1.1.11.2.) The Percentage Payment shall be payable to STI by the 15th of each month for all Malware Suite licenses which CSI was paid for in the prior month.



1.1.11.3.) Following payment in full of the Asset Purchase Promissory Note, as CSI will own the “GuardedID” and “MobileTrust” software and the underlying patents, subject to 1.1.11.4 below, the Percentage Payment obligation will continue until September 30, 2020, and then be terminated.



1.1.11.4.) Following September 30, 2020, even if payment in full of the Promissory Note has been made, in regard to CSI Net Amount Received (as defined in paragraph 3.1.3.4, below) received in regard to sale or licensing of the of White Label Products which include the ProtectID software product, CSI shall pay to STI amounts equal to fifteen percent of one-half (1/2; i.e., 50.00%) of the CSI Net Amount Received (as defined in paragraph 3.1.3.4, below).



1.2. Until such time as the Asset Purchase Promissory Note (see paragraph 3.1.3, below) is paid in full:



1.2.1.) STI will only renew and/or issue new licenses or sub-licenses on the same terms as provided in the sample Distributor and Reseller Agreement previously provided to CSI with renewal and/or new license terms not to exceed one year, and excluding enterprise sales/licensing and minimum pricing for the GuardedID or MobileTrust products of not less than $9.99 each (i.e., wholesale or retail pricing per product is at least $9.99).



1.2.2.) STI shall agree to only issue licenses or sub-licenses for direct retail or endpoint retail sales/licensing of the “GuardedID” and/or “MobileTrust” software; i.e., non-retail licensing shall only be allowed for endpoint sale/licensing to retail customers; e.g., a non- retail sale/license to BestBuy for sale/licensing of the software to their retail customers.



1.2.3.) STI shall retain all sub-license fees received. STI’s right to retain all sub-license fees shall terminate upon final payment of the Asset Purchase Promissory Note (see paragraph 3.1.3, below) by CSI; thereafter, STI shall be obligated to pay CSI a license fee equal to fifteen percent (15%) for each GuardID or MobileTrust component sold or sub-licensed.



1.3. Following payment in full of the Asset Purchase Promissory Note (see paragraph 3.1.3, below), after which CSI will own the patents and Intellectual Property underlying STI’s GuardedID and MobileTrust products, CSI agrees to license STI on a non-exclusive basis in perpetuity (the “STI Keylogger Products License”)for the use and right to sub-license and market the STI Keylogger Products as STI products , with the addition/inclusion of a standard “under license from CSI” fineprint acknowledgment in the software and sub-licensing documentation. See attached Schedule 1.3; STI Keylogger Products License.



1.3.1.) Until such time as the Asset Purchase Promissory Note (see paragraph 3.1.3, below) is paid in full, STI shall retain 100% of its licensing and/or sub-licensing receipts, however, upon payment in full of the Asset Purchase Promissory Note (see paragraph 3.1.3, below), StrikeForce shall thereafter be obligated to pay CSI fifteen percent (15%) of the gross license or sub-license amount received by StrikeForce for each license or sub-license issued.







1.3.2.) The STI Keylogger Products License to be granted shall limit the right to market and sub-license the STI Keylogger Products for direct retail or endpoint retail sales/licensing of the “GuardedID” and/or “MobileTrust” software; i.e., non-retail licensing shall only be allowed for endpoint sale/licensing to retail customers; e.g., a non-retail sale/license to BestBuy for sale/licensing of the software to their retail customers for terms not exceed one year.



1.3.3.) The STI Keylogger Products License shall also limit the right to market, license or sell either of the STI Keylogger Products for less than $9.99 each per year.



1.3.4.) STI agrees that in conjunction with the Execution of this Agreement, it will not renew or enter into future licensing agreements for either of the STI Keylogger Products, including the “SDK” versions, for less than $9.99 per product per year.



1.3.5.) STI shall be responsible for all maintenance, enhancement, updates and customer support of the GuardID and MobileTrust component of the Malware Suite so long as it markets and sub-licenses those components.

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