Authorization Agreement for Use of 'Helios & Matheson' Name and Intellectual Property Rights between Helios & Matheson Information Technology Ltd. and Helios & Matheson North America Inc.

Summary

Helios & Matheson Information Technology Ltd. grants Helios & Matheson North America Inc. and its subsidiaries a non-exclusive, worldwide, royalty-free right to use the 'Helios & Matheson' name and related intellectual property. This right is perpetual unless terminated if the North America entity changes its name without consent, merges or sells its assets without approval, or enters bankruptcy without Helios & Matheson's consent. The agreement replaces any previous arrangements regarding these intellectual property rights.

EX-10.14 10 y32542exv10w14.htm EX-10.14: LETTER FROM HELIOS & MATHESON INFORMATION TECHNOLOGY LTD EX-10.14

Exhibit 10.14

Helios & Matheson
Ganga Griha
6-D Nungambakkam High Road
Chennai 600034
India

March 26, 2007

Helios & Matheson North America Inc.
(formerly The A Consulting Team, Inc.)
200 Park Avenue South
Suite 901
New York, NY 10003


		Re:		Authorization to Use “Helios & Matheson” Name, related trademarks, service marks and service names (collectively, the “Helios & Matheson Intellectual Property Rights”)

To Board of Directors:

For good and valuable consideration, the sufficiency and receipt of which is hereby accepted and acknowledged, Helios & Matheson Information Technology Ltd., a corporation organized under the laws of India (“Helios & Matheson”), hereby grants Helios & Matheson North America Inc. (formerly The A Consulting Team, Inc.) (the “Company”), a New York Corporation and each of its subsidiaries a non-exclusive, worldwide right to use the Helios & Matheson Intellectual Property Rights on a royalty free basis.

Helios & Matheson shall have the right to terminate the Company’s right to use the Helios & Matheson Intellectual Rights upon each of the following events:

	(i)		the Company duly and properly effectuates a change of the Company’s corporate name which change is not consented to or approved by Helios & Matheson.

	(ii)		the Company consummates a business combination or merger, pursuant to which the Company is not the surviving corporation, or the Company consummates a sale of all or substantially all of its assets without the consent or approval of Helios & Matheson.

Exhibit 10.14

Board of Directors
March 26, 2007
Page 2

(iii)

the Company files or becomes a debtor subject to a bankruptcy proceeding which proceeding or filing was not commenced by Helios or Matheson or consented to by Helios & Matheson.

Subject to Helios & Matheson’s right to terminate the Company’s right to use the Helios & Matheson Intellectual Property Rights set forth in the preceding paragraph the Company shall have a perpetual right to use the Helios & Matheson Intellectual Property Rights.

This agreement contains the entire agreement between the Company and Helios & Matheson regarding the Helios & Matheson Intellectual Property Rights and this agreement supersedes any prior oral or written agreements or undertakings between the Company and Helios & Matheson regarding the Helios & Matheson Intellectual Property.


	Very truly yours, Helios & Matheson Information Technology Ltd.
	By:	/s/ V. Ramachandiran
		V. Ramachandiran
		Chairman