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EXHIBIT 10(i)(1)
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT is entered into on this the 2nd day of May,
1991, by and between XXXXXX X. XXXXXXXXX, XXXX XXXXXXXXX, XXXXXXX XXXXXXXXX
XXXXXXX, AND XXXXXXXXX ERGONOMIC CHAIRS, INC., hereinafter referred to by name
or, collectively, as "ERGONOMIC CHAIRS"; and XXXX XxXXXXXX, XXXXXXX XxXXXXXXX,
AND XXXXXXXXX CHAIR WORKS, INC., formerly known as LUBBOCK MOLASSES, INC.
D/B/A CONGLETON CHAIR WORKS OF COLLEGE STATION, hereinafter referred to by name
or, collectively, as "CHAIR WORKS";
WHEREAS, XXXXXX X. XXXXXXXXX and XXXX XXXXXXXXX have filed suit in the
85th Judicial District Court in Cause No. 33,588-85 against CHAIR WORKS and
CHAIR WORKS has filed a counterclaim and third party action in that suit
against ERGONOMIC CHAIRS;
WHEREAS, ERGONOMIC CHAIRS and CHAIR WORKS are manufacturers of office,
lab, and industrial chairs employing ergonomic technology and each have
complained about the similarity in each business names and other business
practices related to both past and current relationships and dealing between
the parties;
WHEREAS, ERGONOMIC CHAIRS and CHAIR WORKS have agreed to resolve and
compromise their dispute with the entry of a settlement agreement and to
conclude the litigation and other controversy between the parties based upon
the terms of this Settlement Agreement.
NOW, THEREFORE, for and in consideration of the promises and covenants
herein expressed, and other good and valuable consideration, the receipt and
sufficiency of which
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is hereby acknowledged and confessed, XXXXXX X. XXXXXXXXX, XXXX XXXXXXXXX,
XXXXXXX XXXXXXXXX XXXXXXX, and XXXXXXXXX ERGONOMIC CHAIRS, INC., individually,
and for their stockholders, officers, directors, employees, agents, legal
representatives, successors, and assigns; and XXXX XxXXXXXX, XXXXXXX XxXXXXXXX,
and XXXXXXXXX CHAIR WORKS, INC., individually, and on behalf of their
stockholders, officers, directors, employees, agents, legal representatives,
employees, successors and assigns, do hereby agree as follows:
1. CONGLETON ERGONOMIC CHAIRS, INC. will remove the name
"Congleton" from any business name and will not adopt in the future any
business name which contains the name "Congleton" within it. CONGLETON CHAIR
WORKS, INC. will remove the name "Congleton" from any business name and will
not use in the future any business name which contains the name "Congleton"
within it. CHAIR WORKS and ERGONOMIC CHAIRS will not use, adopt, or refer to
any products as the "Congleton Chair" or use, adopt, or refer to any product
using the name "Congleton", except as authorized in this paragraph. The change
of name will be completed within thirty (30) days of the execution of this
Settlement Agreement. Either company may employ any business or corporate name
which is available for use so long as the business name does not contain the
name "Congleton" within it. Either company may use existing advertisement so
long as it complies with the other terms of this Agreement with a notation of
the former company name (e.g., formerly known as) or orally advise persons of
their former name but shall not do either for longer than six (6) months from
the effective date of this Settlement Agreement. Both companies will change the
current name of their respective companies in the white pages and the yellow
pages of all telephone directories in the next publication to reflect their
doing business under their new name with a notation of formerly known as.
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After the next publication, there will be no reference to the former name in
the white pages or in the yellow pages of any telephone directory. Thirty (30)
days from the execution of this Settlement Agreement, the name "Congleton" may
not be listed in either company's business name except as authorized in this
paragraph. This provision of the Settlement Agreement does not prohibit
ERGONOMIC CHAIRS from advertising and/or advising prospective customers or any
other persons that XXXXXX X. XXXXXXXXX designed, manufactured, consults with, or
has any other current involvement with the chair being manufactured by that
company, subject to the restrictions provided for in paragraph 2 and 3.
2. CHAIR WORKS and its stockholders, officers, directors,
employees, agents, representatives, dealers, and successors will immediately
delete all reference to XXXXXX X. XXXXXXXXX in their advertisements, videos,
literature, and discussions, subject to the responses provided for in paragraph
6 and will immediately discontinue the use of XXXXXX X. XXXXXXXXX'x name in any
manner which may infer that XXXXXX X. XXXXXXXXX is in any manner connected with
CHAIR WORKS. ERGONOMIC CHAIRS will not use the deletion of XXXXXX X. XXXXXXXXX
from such advertising, literature, and discussion for a competitive advantage,
but would be restricted to the responses provided for in paragraph 6 of this
Settlement Agreement. CHAIR WORKS may use any published article or publication
by XXXXXX X. XXXXXXXXX as of the effective date of this Settlement Agreement on
neutral posture chairs or ergonomic chairs as long as the use of the article
does not imply or infer that the chairs manufactured by CHAIR WORKS are
affiliated with, endorsed by, or connected with XXXXXX X. XXXXXXXXX. Any
mention of XXXXXX X. XXXXXXXXX by name shall include a disclaimer of
association of XXXXXX X. XXXXXXXXX with CHAIR WORKS.
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3. ERGONOMIC CHAIRS and CHAIR WORKS will not use the name "POS
Chair" in a description of a type of chair being manufactured and sold by
either company. It is the intention of the parties that all employees, agents,
and representatives of each company immediately cease and desist from the use
of the words "POS Chair" as a descriptive term for the type of chair
manufactured and sold by either company. All future advertisements, literature,
or written material (including correspondence) of both parties will not include
any reference to the words "POS Chair" from the date of this agreement. This
provision of the Settlement Agreement does not prohibit either company or both
companies from taking any action deemed necessary to protect the name "POS
Chair" from use by any party not subject to this Settlement Agreement. All
existing advertisements, literature, or written material (including
correspondence) in the possession of either party which does not comply with
this Settlement Agreement will be destroyed or altered to comply with this
Settlement Agreement within thirty (30) days of the execution of this
Agreement. Both parties will use their best efforts to destroy or alter any
noncomplying advertisements, literature, or written material which is in the
possession of a third party not subject to their direct control.
4. ERGONOMIC CHAIRS and CHAIR WORKS will change all model numbers,
systems, and nomenclature necessary to insure that their model numbers,
systems, and nomenclatures of types of chairs are dissimilar from those being
used by the other company. It is agreed that the first company (CHAIR WORKS or
ERGONOMIC CHAIRS) to use or adopt a model number, system, or nomenclature shall
retain the right to use of each and the company with a subsequent use or
adoption of a similar model number, system, or nomenclature shall change within
thirty (30) days of the execution of this Agreement. Any model numbers,
systems, or nomenclatures adopted or used by CONGLETON
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WORKPLACE SYSTEMS, INC. shall not be considered to be model numbers, systems,
and nomenclatures used or adopted by ERGONOMIC CHAIRS.
5. ERGONOMIC CHAIRS will within thirty (30) days cease to use and
abandon the use of telephone number (000) 000-0000 and Xxxx Xxxxxx Xxx 0000,
Xxxxxxx Xxxxxxx, Xxxxx. It is agreed that all parties to this settlement,
including their officers, directors, employees, representatives, and any person
subject to their control, will not seek to obtain the use of the phone number
described above or the Post Office box described above at any time in the
future.
6. The parties have agreed that each of them, their officers,
employees, and sales representatives under the parties control, expressly
excluding independent dealers, will be restricted to the following scripted
responses on certain subjects as set forth below. All parties, their officers,
employees, and sales representatives under the parties control, expressly
excluding independent dealers, will respond to any inquiries on the subject
matter(s) or any discussion involving these subject matter(s) with any person,
including, but not limited to, customers, dealers, vendors, or acquaintances,
or any situation generally described herein, only by reading the prepared
response listed below.
Subject Scripted Response
------- -----------------
x. Xxxxxxxxx Workplace Systems "That company has been dissolved and no
longer exists."
b. Connection or association "There is no connection or association
of the two companies, i.e. between our company and the company
Ergonomic Chairs and Chair Works which you have just identified."
c. Xx. Xxxxxxxxx'x former associ- "Xx. Xxxxxxxxx was a consultant for the
ation with Chair Works Chair Works until October, 1988.
Currently, he has no association or
affiliation with the Chair Works or
its products."
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d. The propriety of the other "The company which you have just
company producing chairs identified is not prohibited from
producing chairs. Our company and
the company which you just
identified are the only two companies
licensed to use a patent on these
chairs."
e. The lawsuit, including all "The lawsuit has been resolved and
inquiries concerning the dis- settled through a mutual agreement of
pute and contentions of the the parties. I am not permitted to
parties. make any further comment."
f. Contact made by a person of the 1. Identification - "You have
wrong company based upon contacted the wrong company. Our
identification, referral, or company name is ___________."
discussions with a dealer which 2. By an identified dealer - "The
has no association with the dealer you have just identified is
company being contacted. not associated with our company. That
dealer may be associated with (name of
other company.)"
g. Communication misdirected to an "The person who you have just
identified person. identified does not work for this
company. It is believed that person
works for (name of the other
company.)"
h. Change in name "In settlement of a lawsuit, we
agreed to change our business name."
As to subject matters listed under 6e, 6f, 6g, and 6h, above, the
parties have agreed that they will be restricted to the use of the scripted
responses until July 1, 1992. As to the subject matters listed in paragraphs
6a, 6b, 6c, and 6d, the parties agree that they will be restricted to the
scripted responses until January 1, 1993.
The parties agree that if it is determined a customer, dealer, vendor,
or any other persons has contacted the wrong party that under no circumstances
will there be an attempt to sell, market, or discuss their products or services
with such person. The party should state the appropriate response and terminate
the conversation. In the event any mail, facsimile transmission, or any other
written communication is misdelivered, the party receiving it will promptly
forward the writing to the other company without copying, using, or relying on
the
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writing for any purpose. If a person contacts one of the parties to this
Agreement, believing it to be the other party, this may not be used as an
occasion to promote or transact business with the mistaken caller. The parties
will advise all independent dealers about the terms of this Settlement
Agreement and request their assistance to insure compliance with the terms and
spirit of the Agreement.
7. CHAIR WORKS will transfer all its right, title and interest in
Letters Patent of the United States, Application Serial No. 541,093 and Patent
No. 4,552,404, entitled "Neutral Body Posture Chair", filed October 12, 1983,
and issued on November 12, 1985, to XXXXXX X. XXXXXXXXX as shown in the Patent
Assignment attached as Exhibit "A". The interest of CHAIR WORKS in the Patent
was acquired from the Small Business Administration and/or Allied Bank as a
result of a foreclosure sale under the Uniform Commercial Code. XXXXXX X.
XXXXXXXXX agrees to execute only two license agreements of the Patent for the
manufacturing of commercial, industrial, and laboratory chairs as follows: (1)
a license agreement with ERGONOMIC CHAIRS which shall be non-assignable and
non-transferable in the form reflected in Exhibit "B", attached hereto and
incorporated herein for all purposes; and (2) a license agreement with CHAIR
WORKS which shall be non-assignable and non-transferable in the form as
reflected in Exhibit "C" attached hereto and incorporated herein for all
purposes. The license agreement(s) for the Patent for the manufacturing of
commercial, industrial, and laboratory chairs shall be null and void in the
event of an attempt to assign said Patent license or in the event of a transfer
as defined herein. XXXXXX X. XXXXXXXXX agrees not to permit or license any
other party to use or practice the Patent for the manufacturing of commercial,
industrial, and laboratory chairs. A "Transfer" is defined as the sale or
transfer of more than fifty percent (50%) of the assets and/or outstanding
shares of CHAIR WORKS or ERGONOMIC
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CHAIRS or an attempted assignment of the license agreement. It is agreed by the
parties that neither party will object to, dispute, or contend that CHAIR
WORKS or ERGONOMIC CHAIRS does not have the right to produce commercial,
industrial, and laboratory chairs or the right to claim that such chairs are
being produced pursuant to a license to a patent or are "patented" products, as
long as the license agreement(s) are still in full force and effect. In the
event of a transfer as defined herein by CHAIR WORKS or ERGONOMIC CHAIRS
resulting in the voiding of the Patent license agreement(s), it is agreed by
the parties that neither party will object to, dispute, or contend that the
successor, assignee, or purchaser of CHAIR WORKS or ERGONOMIC CHAIRS does not
have the right to produce commercial, industrial, and laboratory chairs,
although said successor company will not have the right to claim that such
chairs are being produced pursuant to a license to a patent or are "patented"
products. XXXXXX X. XXXXXXXXX will not object to, dispute, contest, or contend
that CHAIR WORKS or ERGONOMIC CHAIRS or their successors and assigns do not
have the right to produce commercial, industrial, and laboratory chairs or
claim, contend, dispute, or contest said companies' production as being an
infringement of the Patent so long as CHAIR WORKS or ERGONOMIC CHAIRS or their
successors and assigns are producing the same or substantially the same
commercial, industrial, and laboratory chairs currently being produced by said
companies under the license agreement(s).
8. ERGONOMIC CHAIRS and CHAIR WORKS agree that they will not
interfere with, discuss, or solicit any agreement, purchase order, or contracts
of the other company which are in existence at the time of this Settlement
Agreement. Except as provided for in paragraph 9 below, this provision does not
prohibit or restrict either company from competing for any future orders,
agreements, or contracts with the same
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customers so long as such competition is done in compliance with this
Settlement Agreement.
9. ERGONOMIC CHAIRS, specifically including XXXXXX X. XXXXXXXXX,
XXXX XXXXXXXXX, XXXXXXX XXXXXXXXX XXXXXXX, their officers, directors,
employees, servants, agents, representatives, and sales representatives under
the parties control, expressly excluding independent dealers, agree not to
contact the following companies for any purpose, including the sale of any
products to said companies, to solicit said companies for any purchases or to
enter into any contractual relationships with such companies until December 1,
1991:
a. The Xxxxxx Corporation
b. IBM
c. Kodak
d. Lockheed
e. Texaco
f. Texas Instruments
In the event that any of these six (6) companies contact ERGONOMIC
CHAIRS, the parties, or any of their officers, directors, employees, agents,
servants, or representatives within this time frame, such parties are to inform
the company or its representative that "our company is prohibited by court
order and agreement from discussing the sale of any products with you until
December 1, 1991. We are also restricted and prohibited from selling any
products to you until that date." To evidence their agreement not to compete
for these customers, ERGONOMIC CHAIRS agrees to execute a Non-Competition
Agreement in a form as shown in Exhibit "D" attached hereto. ERGONOMIC CHAIRS
will advise all independent dealers currently selling or marketing ERGONOMIC
CHAIRS products or who contact ERGONOMIC CHAIRS about selling its product until
December 1, 1991, of the terms of the Non-Competition Agreement and of the
restriction
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on sales to the listed companies. ERGONOMIC CHAIRS will request the assistance
of such independent dealers to insure compliance with the terms and spirit of
this Settlement Agreement.
10. ERGONOMIC CHAIRS agrees not to use the logo attached hereto
marked Exhibit "E" at any time in the future in connection with the sale of its
products and will not challenge the right of CHAIR WORKS to use the trademark
in the advertising of its company or products. Any existing advertising of
ERGONOMIC CHAIRS employing this trademark will be destroyed.
11. The test study performed by the Industrial Engineering Staff at
the Internal Revenue Service, Austin Service Center (Exhibit "F") is the
exclusive property of the CHAIR WORKS. ERGONOMIC CHAIRS agrees not to use the
IRS study and test results for any purpose, including, but not limited to,
advertisements. The FDA registration number 1640211 is to be used exclusively
by CHAIR WORKS. ERGONOMIC CHAIRS agrees not to use or refer to such FDA
registration number for any purpose, including, but not limited to,
advertisements and purchase order numbers.
12. The parties will execute a joint and mutual release without the
payment of any monetary consideration by either party (Exhibit "G"). Each party
will bear their own attorney's fees, court costs, and other expenses associated
with the litigation. Except for the provisions granting Injunctive relief in
the Judgment, a final judgment will be entered directing that each party take
nothing from the other in the litigation. A final judgment will be entered in
the litigation granting permanent injunctive relief which will, by the
agreement of the parties, restrain and enjoin each of the parties, their
officers, directors, employees, representatives, agents, servants, successors,
and assigns from any conduct or action prohibited or restricted under this
Settlement Agreement. The Injunctive Order will provide
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that it can be enforced by either contempt action or a suit for recovery of
damages for violation of this Settlement Agreement and/or the final judgment.
The Judgment to be tendered to the Court for entry is attached hereto and
marked Exhibit "H".
It is the intent of all parties to this Settlement Agreement to allow
each to compete on the open market manufacturing similar products and to avoid
and prevent any confusion between the two businesses and their former
association. It is also the intent of the parties to this Settlement Agreement
that the competition and marketing of the products and services to be provided
be conducted in an honest, nondisparaging manner and that each company not use
the former association between the parties, the acquisition of the assets of
Congleton Workplace Systems, or the allegations and contentions of the parties
in this litigation for a competitive advantage.
13. WHEREAS, DREW XXXXXX XXXXXXXXX is an employee and/or owner of
CHAIR WORKS, but is not a named party to the litigation above-described;
however, it is the intention of this Agreement that all of the CONGLETON family
cease using the CONGLETON name as set forth in this Agreement. Therefore, DREW
XXXXXX XXXXXXXXX agrees to be bound by all of the terms of this settlement
agreement as evidenced by his signature hereto.
14. This Agreement shall be binding upon and inure to the benefit
of the respective heirs, successors, and assigns of the parties hereto. Several
obligations created by this Agreement have a finite term as specifically stated
within the Agreement. Unless an obligation is stated to have a definitive term,
it is expected that the obligation will continue into perpetuity.
15. This Agreement is executed and fully performable in Brazos
County, Texas. Venue for the enforcement of this Agreement shall be in Brazos
County, Texas. It is agreed
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that any action to enforce the injunctive relief granted in Cause No. 33,588-85,
in the 85th Judicial District Court of Brazos County, Texas, shall be
maintained in that Court or in another court of competent jurisdiction in
Brazos County, Texas, if directed by the Court.
This Agreement is signed and entered into on this the 1st day of May,
1991.
/s/ XXXXXX X. XXXXXXXXX /s/ XXXX XXXXXXXXX
--------------------------------- ---------------------------------
XXXXXX X. XXXXXXXXX XXXX XXXXXXXXX
/s/ XXXXXXX XXXXXXXXX XXXXXXX
---------------------------------
XXXXXXX XXXXXXXXX XXXXXXX
XXXXXXXXX ERGONOMIC CHAIRS, INC.
By: /s/ XXXXXXX XXXXXXXXX XXXXXXX
-----------------------------
President
/s/ XXXX XxXXXXXX /s/ XXXXXXX XxXXXXXXX
--------------------------------- ---------------------------------
XXXX XxXXXXXX XXXXXXX XxXXXXXXX
XXXXXXXXX CHAIR WORKS, INC. /s/ DREW XXXXXX XXXXXXXXX
f/k/a LUBBOCK MOLASSES, INC. ---------------------------------
d/b/a/ CONGLETON CHAIR WORKS OF DREW XXXXXX XXXXXXXXX
COLLEGE STATION
By: /s/ XXXXX X. XXXXX
-----------------------------
THE STATE OF TEXAS )
COUNTY OF BRAZOS )
BEFORE ME, the undersigned authority, on this day personally appeared
XXXXXX X. XXXXXXXXX, known to me to be the person whose name is subscribed to
the foregoing instrument, and acknowledged to me that he executed the same for
the purposes and consideration therein expressed and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 1st day of May, 1991.
/s/ XXXXXXXX XXXXX
---------------------------------
Notary Public, State of Texas
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THE STATE OF TEXAS )
COUNTY OF BRAZOS )
BEFORE ME, the undersigned authority, on this day personally appeared
XXXX XXXXXXXXX, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that she executed the same for the
purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 2nd day of May, 1991.
[SEAL] /s/ XXXXX X. XXXXX
-----------------------------
Notary Public, State of Texas
THE STATE OF TEXAS )
COUNTY OF BRAZOS )
BEFORE ME, the undersigned authority, on this day personally appeared
XXXXXXX XXXXXXXXX XXXXXXX, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that she
executed the same for the purposes and consideration therein expressed and in
the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 1st day of May, 1991.
/s/ XXXXXXXX XXXXX
-----------------------------
Notary Public, State of Texas
THE STATE OF TEXAS )
COUNTY OF BRAZOS )
BEFORE ME, the undersigned Notary Public, in and for the State of
Texas, personally appeared [signed] XXXXXXX XXXXXXXXX XXXXXXX, [signed] XXXXXX
X. XXXXXXXXX of CONGLETON ERGONOMIC CHAIRS, INC., known to me to be the person
and officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that the same was the act of the said corporation, and that
he executed the same for the purposes and consideration therein expressed and
in the capacity therein stated.
SWORN TO AND SUBSCRIBED before me on this 1st day of May, 1991.
/s/ XXXXXXXX XXXXX
-----------------------------
Notary Public, State of Texas
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THE STATE OF TEXAS )
COUNTY OF BRAZOS )
BEFORE ME, the undersigned authority, on this day personally appeared
XXXX XxXXXXXX, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the same for the
purposes and consideration therein expressed and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 3rd day of May, 1991.
[SEAL]
/s/ XXXXXX X. XXXXXXX
-----------------------------
Notary Public, State of Texas
THE STATE OF TEXAS )
COUNTY OF BRAZOS )
BEFORE ME, the undersigned authority, on this day personally appeared
XXXXXXX XxXXXXXXX, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the same for the
purposes and consideration therein expressed and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 3rd day of May, 1991.
[SEAL]
/s/ XXXXXX X. XXXXXXX
-----------------------------
Notary Public, State of Texas
THE STATE OF TEXAS )
COUNTY OF BRAZOS )
BEFORE ME, the undersigned authority, on this day personally appeared
DREW XXXXXX XXXXXXXXX, known to me to be the person whose name is subscribed to
the foregoing instrument, and acknowledged to me that he executed the same for
the purposes and consideration therein expressed and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 3rd day of May, 1991.
[SEAL]
/s/ XXXXXX X. XXXXXXX
-----------------------------
Notary Public, State of Texas
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THE STATE OF TEXAS )
COUNTY OF BRAZOS )
BEFORE ME, the undersigned Notary Public in and for the State of Texas,
personally appeared XXXXX X. XXXXX, Secretary, of CONGLETON CHAIR WORKS, INC.,
f/k/a LUBBOCK MOLASSES, INC. d/b/a CONGLETON CHAIR WORKS OF COLLEGE STATION,
known to me to be the person and officer whose name is subscribed to the
foregoing instrument, and acknowledged to me that the same was the act of the
said corporation, and that he executed the same for the purposes and
consideration therein expressed and in the capacity therein stated.
SWORN TO AND SUBSCRIBED before me on this 3rd day of May, 1991.
/s/ XXXXXX X. XXXXXXX
[SEAL] -----------------------------
Notary Public, State of Texas
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PATENT LICENSE AGREEMENT
THIS AGREEMENT made this the 15th day of May, 1991, by and between
XXXXXX X. XXXXXXXXX (herein called "Licensor") and THE CHAIRWORKS f/k/a
CONGLETON CHAIR WORKS, INC. (herein called "Licensee").
WHEREAS, Licensor is the owner of the entire right, title and interest
in, to and under U. S. Patent Application Serial No. 541,093 and Patent No.
4,552,404, entitled "Neutral Body Posture Chair", filed on October 12, 1983,
and issued on November 12, 1985 (herein referred to as the "Patented Product");
WHEREAS, Licensee is desirous of securing and Licensor is willing to
grant an exclusive license to Licensee and one other Licensee (Neutral Posture
Ergonomics, Inc.) under the patent to manufacture, use, sell and otherwise
practice the Patented Product in its application to industrial, laboratory, and
office chairs;
NOW, THEREFORE, in consideration of the payment of ONE DOLLAR ($1.00)
and other good and valuable consideration, including the execution of an
Assignment of The Chairworks's rights, title and interest in said Patented
Product to Licensor and the execution of a Settlement Agreement between
Licensor and Licensee, the receipt of which is hereby acknowledged and
confessed, and in consideration of the covenants and obligations hereinafter
set forth to be well and truly performed, the parties hereby agree as follows:
1. Licensor agrees to and does hereby grant to Licensee the sole
and exclusive right and license, together with the license and rights granted
to Neutral Posture Ergonomics, Inc. by Patent License Agreement which is
executed contemporaneously herewith, to manufacture, use, sell, and otherwise
practice the Patented Product in its application to industrial, laboratory, and
office chairs.
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2. Licensee agrees to pay all costs related to prosecution,
issuance and maintenance of the Patented Product in the areas in which this
License Agreement is granted.
3. This License is personal to Licensee and may not be assigned or
transferred. In the event that Licensee attempts to assign or transfer this
License Agreement, it shall be considered null and void and of no force and
effect. Licensee shall not sublicense any third party to manufacture, use, sell
or otherwise practice the Patented Product. In the event of a sale of all, or
substantially all of the assets and/or outstanding stock of Licensee to a third
party, this License Agreement shall be null and void and of no force and effect.
4. Unless sooner terminated or by mutual agreement of the parties,
this Agreement shall continue in full force and effect until the expiration of
the Licensed Patent or any reissue, continuation or extension thereof.
5. In the event of any adjudication of bankruptcy, appointment of
a receiver by a court of competent jurisdiction, assignment for the benefit of
creditors or levy of execution directly involving Licensee, or in the event
that Licensee is liquidated or disbanded for any reason, this Agreement shall
thereupon forthwith terminate and no longer be of any further force and effect.
6. License agrees to use every reasonable endeavor to xxxx all
apparatus embodying the invention with the number of patent thereon during the
life of the patent.
7. This License Agreement does not include application of the
Patent to chairs or seating which are not intended for industrial, laboratory,
and office use.
8. This License Agreement shall be construed and performed in
accordance with the laws of the State of Texas. This License Agreement is to be
construed together with the
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Settlement Agreement and Assignment of Patent in order to express the intent of
the parties.
LICENSOR:
/s/ XXXXXX X. XXXXXXXXX
--------------------------------
XXXXXX X. XXXXXXXXX
LICENSEE:
THE CHAIRWORKS
By: /s/ XXXXX X. XXXXX
--------------------------------
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