Exhibit 10.55
THE COMPANY HAS APPLIED FOR CONFIDENTIAL
TREATMENT OF CERTAIN PROVISIONS OF THIS EXHIBIT WITH THE SECURITIES
AND EXCHANGE COMMISSION. THE CONFIDENTIAL PORTIONS OF THIS
EXHIBIT ARE BRACKETED AND MARKED WITH ASTERISKS ([**]) AND HAVE
BEEN OMITTED. THE OMITTED PORTIONS OF THIS EXHIBIT WILL BE
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
SOFTWARE LICENSE
AGREEMENT
This Software License Agreement is
made and effective as of November 3, 2008 by and between
Terillian Technologies Incorporated (“ Terillian
”) and New Horizons Computer Learning Centers, Inc.
(“Licensee”).
RECITALS
WHEREAS, Terillian has developed and
owns a software program known as “Labs on Demand” (the
“Software”); and
WHEREAS, Licensee and its affiliates
are engaged in the delivery of information technology training
throughout the world and, in that regard, Licensee is developing a
series of industry specific labs to support its learning programs;
and
WHEREAS, Licensee believes that the
Software will provide a competitive advantage in its industry;
and
WHEREAS, Licensee does not want
competitors to use the Software, and Terillian has agreed not to
grant any rights in or otherwise permit the use of the Software by
competitors of Licensee as set forth herein.
NOW, THEREFORE, in consideration of the mutual
promises set forth herein, Terillian and Licensee agree as
follows:
1.
License
. Terillian hereby grants to Licensee a perpetual
and unlimited license to use the Software pursuant to the terms of
this Agreement. Terillian agrees that it shall not
grant any rights in the Software to or otherwise permit the use of
the Software by a “competitor” of Licensee. For
purposes of this Agreement, a “competitor” of Licensee
shall be defined as any business which is engaged in any of the
following activities: (i) the sale and delivery of
instructor-led computer training; (ii) the sale and/or
delivery of computer-b