LICENSE AGREEMENT
THIS LICENSE AGREEMENT, made as of the 11th day of August, 2001, by and
between Treasure Mountain Holdings, Inc., a Nevada corporation, hereinafter
referred to as the "Company", and Xxx Xxxxxxxx, dba 23 Labs, hereinafter
"Inventor".
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants contained in this Agreement, the parties agree as follows:
2. The Inventor represent and warrants that he owns 100% of the right,
title, and interest in and to an invention described as the "Java
Stir", a plastic molded stir or swizzle stick with a sculpture coffee
bean on one end attached to a 120mm stir shaft with a small circular
20mm diameter attached on the other end of stir shaft for advertising
logos designed for novelty and brand appeal in coffee industry venues.
The Inventor does hereby assign and grant to the Company a worldwide
exclusive license to make, manufacture, sell, attach a trademark or
trade name to, and to exercise incidents of ownership in and to all
interests, proprietary rights, and improvement in and to said
invention. The Inventor does hereby further agree to execute any and
all necessary documents to perfect the Company's exclusive license
within the territory hereinafter defined.
3. In consideration for the representations, warranties and assigned
rights, the Company agrees to pay, upon execution hereof, to the
Inventor, the sum of $500.00, and thereafter and during the term
hereof, the Company agrees to pay to the Inventor 5% of gross revenues
as a royalty for each 10,000 manufactured Java Stir sold by the Company
or anyone by, through, or under the Company, whether or not such person
or entity is acting under a sublicense agreement or as a retail or
wholesale distributor for the Company.
4. The Company agrees that this licensing agreement is for total of 10
years, terminating August 2011. The Company may terminate this
agreement after twelve months, or at any anniversary date thereafter.
The Company agrees to pay a minimum royalty of $1,000 for each of the
first two years, and $1,500 for each of the remaining years. Minimum
royalty payments are due each year on the anniversary date of this
agreement.
5. The territory of the license agreement granted hereunder is applicable
to make, manufacture, sell, attach a trademark or trade name to, and to
exercise incidents of ownership in and to all interests, proprietary
rights, and improvement in and to said invention anywhere in the world
except as may be specified in writing by the parties hereto.
6. The Company agrees to keep complete and accurate books o account and
within 90 days after the end of each calendar quarter to deliver to the
Inventor the royalty payment then due, together with a written report
showing the basis of their calculation. Any royalty payments will
accrue and be subtracted from the minimum royalty payment. The Company
agrees that upon reasonable notice, the Inventor shall have access to
such books of account as might be applicable for verifying the accuracy
of payments made hereunder.
7. The Inventor agrees not to disclose any information, technical
know-how, etc., to any others during the terms of this agreement.
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8. The Company shall include appropriate patent, trademark, or copyright
marking on all licensed product and brochures sold or distributed by
the company or sublicensee. The Company shall accept liability for
licensed product, and may purchase and maintain liability insurance at
their option. The Inventor shall be held harmless from any liability
arising from purchase or sale of licensed product.
9. The Company agrees to maintain, pursue, and prosecute, i necessary, at
its own expense, the protection of assigned rights, provided that such
necessary action or prosecution is not a breach of representations and
warranties made by the Inventor. Should Company not elect to proceed,
then the Inventor shall have the right to prosecute an alleged
infringement.
10. In the event that the Company or a successor of ownershi shall at any
time default in fulfilling any of the material obligations or
conditions hereof and such default is not reasonably cured within 90
days of written notification by Inventor to Company of such default,
then this Agreement shall terminate, and all assigned rights shall
revert to the Inventor and the Company shall duly account for and remit
all payments then or thereafter accrued, including minimum royalty
payment due for the year.
11. Should the Company at any time file a petition for bankruptcy or become
insolvent, the Company shall give immediate written notice to the
Inventor. The Inventor then shall have the right to terminate this
agreement by giving written notice to the Company.
12. This agreement shall be assignable or right to sub-licen subject to the
terms and conditions set forth in this Agreement. All Sub-License
Agreements shall be in writing, and a signed copy shall be provided to
the Inventor. Each Sub-License Agreement shall contain the provision
that it shall terminate upon termination of this Agreement.
13. The Company hereby covenants and agrees it will use reasonable efforts
to actively promote the use and sale of the Java Stir for the best
interest of the Company, its shareholders, and the Inventor.
13 This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns. Nothing in
this Agreement is intended to confer, expressly or by implication, upon
any other person, any rights or remedies under or by reason of this
Agreement.
14. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and together shall constitute one
document.
15. The parties to this Agreement hereby agree and affirm that none of the
provisions herein is dependent upon the validity of any other
provision, and if any part of this Agreement is deemed to be
unenforceable, the remainder of the Agreement shall remain in full
force and effect.
16. This Agreement shall be governed by the laws of the Stat of Utah. Any
action to enforce the provisions of this Agreement shall be brought in
a court of competent jurisdiction in the State of Utah and in on other
place.
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17. This Agreement may not be amended except by an instrumen in writing and
signed on behalf of each of the parties hereto. No amendment shall be
made which substantially and adversely changes the terms hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
this _____day of August 2001.
Treasure Mountain Holdings, Inc.
By:_________________________
President
Inventor:
/s/ Xxx Xxxxxxxx
------------------------
Xxx Xxxxxxxx, dba 23 Labs
0000 Xxxxx Xxxxxxxx Xxxx.
Xxxxxxxx, XX 00000
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