SOFTWARE TRANSFER AGREEMENT
This Software Transfer Agreement (this "Agreement"), is entered into as of April 25, 1997 (the "Effective Date"),
by and between HighwayMaster Corporation ("HighwayMaster"), a Delaware corporation, and Burlington
Motor Carriers, Inc. ("Burlington"), a Delaware corporation.
WHEREAS, Burlington owns the entire right, title, and interest in and to computer software and related materials
for which it desires to transfer to HighwayMaster; and
WHEREAS, HighwayMaster desires to receive all right, title, and interest in and to the computer software and
related materials from Burlington;
NOW THEREFORE, in consideration of the mutual promises contained herein, as well as the execution of the
Information Management Services Agreement between HighwayMaster and Burlington, effective ______, 1997
and each of the Exhibits thereto ("Data Processing Agreement") it is hereby agreed as follows:
1.1 "PROGRAM" shall mean the software customer refers to internally as the Spirit software, including any and
all versions of source code, object code, job control language, or other listings that relate or refer to the
operations and accounting software, training simulator, and related code used to operate the data center of
Burlington, other than software properly licensed by Burlington from third parties.
1.2 "RELATED DELIVERABLES" shall mean technical specifications, functional specifications, programming
manuals, operations manuals, and the like that relate to the design, function, or operation of the Program.
2. DELIVERY: PAYMENT
2.1 SPECIFICATIONS. Burlington shall prepare and deliver to HighwayMaster the Program and Related
2.2 COPIES. Burlington shall not retain any versions or copies of the Program and Related Deliverables, other
than those versions and copies that HighwayMaster agrees in writing that Burlington can retain to perform its
duties and obligations under this Agreement and the Information Management Services Agreeme