Just my thoughts....

TPL wants this go to Arbitration... doesnt want information to be public... normal.

Breach of Fiduciary Duty--- Saying that TPL did not act in the best interest of PTSC as they should have due to the relationship established in the master agreement.

Contract Interference - ,Constructive Fraud, and unjust enrichment

IMO are all used to describe the process that TPL unfairly took advantage of the situation regarding the allocation of the MMP revenues and perhaps costs associated with the licensing.

Did TPL do that? (IMO they did... but did it cross the line.. can it be proven?)

There is nothing in the Agreement that says TPL can not combine licenses. There nothing saying that TPL has to sell only the MMP license.

So how will PTSC prove that TPL acted unjust/unfair? Do they have a internal TPL memo-- or a whistleblower?

Part 1. Revenues

if the judge/Jury asks PTSC "Ok what should Areclick should have paid for the mmp? Does PTSC have an answer? Do we have a formula for the pricing? a sell price or value for the license?"

If PTSC left it up to TPL to determine the sell price----- is that unfair or unjust on TPLs part....?

Hopefully there is documented proof of an agreement of the selling price or a formula to be used to sell the MMP to customers. That way PTSC could make it clear that TPL strayed away from that and sold it way undervaled..etc.

The worst case of fraud would be if TPL advised PTSC that the icense sold to Areclickl was 5 million---- when there is other documentation ( from the customer or even TPL) showing that value to be completely different.

or perhaps the $1 million dollar loan was suppose to be used to fund the MMP licensing and TPL used it to cover costs for other business...

Part 2. Costs.

Perhaps PTSC can simply show that the "cost for licensing" as declared by TPL was not properly assigned in situations where the customer paid for MMP and other TPL licenses.

All companies act in their best interest---- you find common grounds make contracts-- do business... but just because i do business with someone..does not mean i like them... and companies/business are always looking to %%%% someone or some situation when they can, whatever ever it takes to make money is the position of many companies....

Again... alot of the blame falls on PTSC for agreeing for such a powerless position in the master agreement.........but now its their best opportunity for not making the same mistake twice. I hope PTSC can become more involved in the licensing process, with more oversight and better cost controls in place.

In a way--- what happened is good news in the long run. Because #1. This is happening because its ALOT of MONEY at STAKE!!!!! If this was for licenses of thousands dollars--- they wouldnt even bother with all this stuff. #2. PTSC can better position themselves and protect their interests moving forward.

My best hope is that is resolved outside of the courts---with PTSC improving their position...