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EXHIBIT 10.15
LICENSE AGREEMENT
This agreement is made on May 25, 1998, and XXXXXXX X. XXX, an
individual, (hereinafter the "Licensor") and MEDIFORCE PRODUCTS, INC., having
its principal place of business at 0000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxx
Xxxxx, Xxxxxxx 00000, (hereinafter the (hereinafter the "Licensee").
WHEREAS, the Licensor represents that he is the sole and exclusive owner
of, and has the sole and exclusive right to grant licenses under Letters Patent
of the United States issued to him, to wit, No. 5,433,697, issued on July 18,
1995; and
WHEREAS, the Licensee is desirous of acquiring the exclusive right and
license to manufacture, sell, and use apparatus embodying, employing and
containing the invention patented in aforesaid Letters Patent, throughout the
worldwide;
NOW, THEREFORE, the parties hereto have covenanted and agreed, and do
hereby covenant and agree as follows:
1. Licensor has granted, conveyed, and by these presents does grant and
convey unto the Licensee the exclusive right and license to manufacture,
sell and use apparatus embodying, employing, and containing the
inventions patented in the aforesaid Letters Patent, throughout the
worldwide, to the full end of the term or terms for which said Letters
Patent have been or may be granted , and any reissue or reissues
thereof, unless this Agreement is sooner terminated, as hereinafter
provided:
2. The Licensor, as a condition and covenant, hereby represents, covenants
and agrees that to the best of its knowledge it is the sole and
exclusive of the entire right, title and interest in and to the
aforesaid United States patent, and that he has the right to grant the
exclusive
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right, license and privilege hereby granted; that he has executed no
contract or agreement in conflict herewith, and that it has not granted
to any other person, firm or corporation any right, license, shop-right,
or privilege hereunder.
3. Licensee covenants and agrees to pay the Licensor commencing May 25,
1999, and thereafter during the continuance of this Agreement, the sum
of One Hundred Thousand Dollars, and annually thereafter for a period of
five years, or May 25, 2004.
4. In the event that any national government imposes any taxes on any part
of the payments required hereunder by Licensee to Licensor and requests
Licensee to withhold taxes from such payment, Licensee may deduct such
taxes from such payments. Tax receipts indicating payments or
withholding of taxes on behalf of Licensor shall be promptly submitted
to Licensor. Licensee shall cooperate with Licensor in a determination
of the proprietary of imposition of any such tax.
5. Licensee shall have the sole and exclusive right to institute and
prosecute any and all suits to enjoin any and all infringers of said
Letters Patent; and from time to time during the continuance of this
Agreement, and at his own expense, may institute any suit or suits which
he may deem necessary; the Licensee to have the sole right to institute
and prosecute such suits and to employ therefor his own counsel, and he
shall pay for all services rendered by counsel so retained, and all
costs and expenses incidental thereto.
6. Licensor agrees that the Licensee may join as part Plaintiff if the
Licensee should find it necessary or desirable in any suit or suits
which the Licensee may institute, involving said Letters Patent, it
being expressly understood and agreed that in such event the Licensor
shall not be chargeable for any costs or expenses by reason of being
joined as party plaintiff, but that the Licensee shall bear all such
expenses.
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7. The Licensor agrees to execute any and all papers, documents or other
instruments which may be found necessary or desirable to effect the
exclusive right and license herein granted to the Licensee; and also to
execute any and all papers which may be found necessary or desirable in
any suit or suits brought under and pursuant to this Agreement; and the
Licensor further covenants and agrees that it will testify in any
interference or litigation whenever requested so to do by the Licensee,
all however at the expense of the Licensee.
8. Licensee agrees that all information and documentation made available or
disclosed to Licensor by Licensee as a result of or related to this
Agreement, or any negotiations therefor, shall be received and treated
by Licensor on a non-confidential and unrestricted basis, any legends or
proprietary notices of license to the contrary notwithstanding;
provided, however, all information relating to royalties paid hereunder
by Licensee shall not be disclosed to third parties, except and to the
extent required to comply with applicable law, regulation or court
order.
9. Unless otherwise terminated and/or canceled as set forth herein, this
Agreement and the license granted shall continue in force for a period
of five (5) years from the date of execution of this Agreement. This
Agreement and the license granted herein may be extended on the terms
and conditions to be mutually agreed upon prior to the expiration of the
initial five (5) year term.
10. If Licensee shall at any time default in the payment of any monies due
hereunder, or in fulfilling any of the other obligations hereof, and
such default shall not be cured within thirty (30) days after written
notice thereof is given by Licensor to Licensee, Licensor shall have the
right to terminate and/or cancel this Agreement by giving written notice
of
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termination/cancellation to Licensee; this Agreement thereby being
terminated/canceled fifteen (15) days after such notice of
termination/cancellation is mailed by Licensor. Licensee shall have the
right to cure any such default up to, but not after, the giving of such
notice of termination/cancellation. Licensor shall have the right to
terminate/cancel this Agreement by giving written notice of
termination/cancellation to Licensee in the event of any one of the
following, such termination/cancellation being effective upon receipt of
such notice or five (5) days after such notice is mailed, whichever is
earlier:
a. Liquidation of Licensee;
b. Insolvency or bankruptcy of Licensee, whether voluntary or
involuntary;
c. Failure of Licensee to satisfy any judgment against him;
d. Appointment of a Trustee or Receiver for Licensee.
11. The waiver of any default under this Agreement by either party shall not
constitute a waiver of the right to terminate/cancel this Agreement for
any subsequent or like default, and the exercise of the right of
termination/cancellation shall not impose any liability by reason of
termination/cancellation nor have the effect of waiving any damages t
which the terminating/canceling party might otherwise be entitled.
12. This Agreement shall bind and apply to the successors and assigns of the
Licensor, and may inure to the benefit of, may be transferable to, and
be binding upon the successors and assigns of the Licensee.
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13. The terms and conditions of this Agreement shall be interpreted and
governed by the laws of the State of Florida. Venue shall be in Palm
Beach County, Florida.
14. The terms and conditions of this Agreement shall not be strictly
construed against one party or the other but shall be construed in such
a manner as is fair, just and reasonable to both parties.
15. In the event this Agreement is the subject of any proceeding to
interpret or enforce its terms or conditions, or to remedy a breach
thereof, the prevailing party shall be entitled to reasonable attorney's
fees and costs.
16. In the event that any portion of this Agreement is held invalid by a
Court of competent jurisdiction the remaining portions of this Agreement
shall continue in full force and effect.
17. Each party to this Agreement shall satisfy the conditions and perform
the terms thereof in good faith and with fair dealing to the other
party.
18. Each party shall fully cooperate with the other party and exercise due
diligence and reasonable efforts in the satisfaction of the conditions
and in the performance of the terms of this Agreement.
19. Each party shall do such and further acts as are reasonably necessary to
satisfy the conditions and to preform the terms of this Agreement.
20. Each party in the satisfaction of the conditions and in the performance
of the terms of this Agreement shall comply with all applicable local,
state and federal law.
21. Each party represents and warrants to the other party that it has the
full right, power and authority to enter into this Agreement and not as
the result of the execution or performance of this Agreement be in
knowing violation of any private contract or federal
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or state law, regulation, ruling, order or decree. The execution and
delivery of this Agreement by the parties has been duly authorized as
appropriate.
MEDIFORCE PRODUCTS, INC.
________________________________ By:_____________________________________
Xxxxxxx X. Xxx Its:____________________________________
Licensor Licensee
