matically .
 
9.11 Entire Agreement . This Agreement (including the Exhibits hereto) sets forth the entire understanding of the Parties hereto relating to the subject matter hereof and supersedes all prior
agreements and understandings between the Parties hereto relating to the subject matter hereof.
 
9.12 Amendments . This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of Avatech
and Autodesk.
 
9.13 Counterparts . This Agreement may be executed in counterparts, which, when taken together , shall constitute one agreement.
 
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https://www .sec.gov/Ar chives/edgar/data/852437/000119312505030601/de x1032.htm 9/16IN WITNESS WHEREOF , the Parties, by their duly authorized representatives, have executed this Agreement as of the Ef fective Date.
 
Avatech, Inc.  AUT ODESK, INC.
By:
  /s/ Christopher D. Olander
 By:
 /s/ Carl Bass
Name:   Christopher D. Olander  Name:  Carl Bass
Title:   Executive Vice President  Title:  COO
 
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Transferred Software and Delivery
 
TRANSFERRED SOFTW ARE:  is known as Proof Positive software, a set of applications for checking conformance of CAD models against defined standards. This includes:
 
  •  All Software code, documentation and specifications related to the Proof Positive for Inventor application
 
  •  All Software code, documentation and specifications related to the Proof Positive Reports application
 
  •  All Software code, documentation and specifications related to the Proof Positive for Solidworks prototype ef fort.
 
  •  All rights and title to the above works
 
  •  All marketing materials related to the foregoing
 
The components of Proof Positive for Inventor are further described as:
 
  •  Proof Positive Configurator , an application for configuring the CAD standards that will be enforced.
 
  •  Proof Positive, an application for Inventor users to test their models against the CAD Standards
 
  •  Proof Positive Results Browser , an application for users to review the results of testing.
 
  •  Proof Positive Batch, an application for an administrator to check conformance of a lar ge number of models in a batch environment.
 
  •  Proof Positive Reports, an application for a manager to review charts and reports of the aggregate results in a dashboard-style format.
 
The Software is more fully described in Exhibit B (Specifications).
 
DELIVER Y: On the Ef fective Date, Avatech shall make the Transferred Software and any related documentation or other Transferred Software available at an agreed upon secure Web site for FTP
(File Transfer Protocol) download to Autodesk’ s Portland, Oregon, facility .
 
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Specifications
 
SPECIFICA TIONS: Specifications for the Transferred Software are set forth in Attachment 1 to Exhibit B
 
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Registered Intellectual Property Rights
 
PATENTS: NA
 
COPYRIGHTS: NA
 
OTHER:
 Trademarks:
 a. Design plus words, letters, and/or numbers – PT O Registration No. 2894716
 
b. Typed Drawing – PT O Registration No. 2839975
 
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Affirmation for Software Product Purchase by Electronic Transfer
 
The undersigned hereby af firm the following to be true:
 On the 26th day of February 2005, the following software products were delivered to Autodesk, Inc. (“Autodesk”) at Portland, Oregon, via electronic transfer:
 a. Proof Positive Software as more fully described in the Software Transfer of Agreement between
 
Autodesk and Avatech dated 26 January 2005.
 
Electr onic Transmission via Remote Telecommunication delivery .
 The software products were transferred to Autodesk by telecommunications or via Internet download to Autodesk’ s computer .
 
Autodesk warrants that, at no time during or after installation of this software product(s) did any employee of Autodesk come into possession of any of the computer media utilized during
installation.
 
Autodesk warrants that Autodesk has neither retained nor has any access to “back-up” or “just in case” copies of the installed software.
 
No escrow or other holding of a master copy of the purchased software exists.
 
Affirmed this 26th day of January , 2005.
 
 
  
  
(Autodesk employee)     (Avatech employee or authorized representative)
 
All parties: Please r etain a copy of this document for  your  files.
 
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Assignment of Copyright
 
For good and valuable consideration, the receipt of which is hereby acknowledged, AVATECH SOLUTIONS, INC., a Delaware corporation with of fices at 10715 Red Run Blvd., Suite 101,
Owings Mills, Maryland 21 117 USA  (hereafter referred to as “A vatech”), hereby grants and assigns to Autodesk, Inc., located at 1 11 Mc Innis Parkway , San Rafael, California 94903 (hereinafter
referred to as “Autodesk”) all right, title and interest whatsoever , throughout the world, in and under the copyright on the work entitled Proof Positive to have and to hold the same, unto Autodesk,
its successors and assigns, for the full duration of all such rights, and any renewals and extensions thereof.
 
This assignment is made pursuant to, and is subject to all of the terms of the Software Transfer Agreement, between Avatech and Autodesk, dated as of 26 January , 2005.
 
IN WITNESS THEREOF , I have hereunto set hand and seal this
 
_______________
          Date
 
 
 
(Signature)
 
 
NAME (T ype or Print)
 
 
TITLE
 
 
NAME OF ASSIGNOR
 
State of
S.S.
County of
 
Before me this      day of              , 2005 personally appeared:                       to me known to be the person who is described in and who executed the foregoing assignment instrument and
acknowledged to me that he/she executed the same his/her own free will for the purpose therein expressed.
 
 
        
Notary Public or Consular         
Officer of the United States Of America
  Expires
  
 
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Third Party Software
 
THIRD P ARTY SOFTW ARE:
 RogueW ave Sour cePr o vers 4.0 (DLL  type)  Use: provided cross-platform C++ STL  and utilities (has been removed in upcoming vers of PP
 Macr ovision FLEXlm vers 7.2 (DLL  type)  Use: Provides software license management
 Softwar e FX Chart FX vers 98 (OCX type)  Use: Charting control for PP  reports
 IBM XML4J vers 1.1.9  (JAR type)  Use: Open source XML  parser
 Micr ostar  Aelfr ed vers 1.2 (JAR type)  Use: Public domain XML  parser
 Apache Xer ces vers 1.4.4 (JAR type)  Use DOM-style XML  parser (provided as a
sample; not directly used by the code)
 Apache Xalan vers 1.4.4 (JAR type)  XSL T transform (provided as a sample; not directly used by the code)
 Wintertr ee Softwar e - Sentry Spelling Checker  Engine - DLL
Provides spell checking capabilities to the “Drawing Spell Check” standard (disabled).
 fCoder  Softwar e - 2GIF  - EXE
Conversion of thumbnail images to GIF for display .
 
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Prior Grantees
 
PRIOR GRANTEES:  None.
 