Non-exclusive Limited License and Release Agreement
ORIGINAL
ARCHITECT DESIGNER
This
Non-exclusive Limited License and Release Agreement ("Agreement”) is made by and
between GlobaI Modular Inc., a Nevada Corporation ("Global") whose address
is
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ dba ▇▇▇▇▇▇▇▇
Associates Architects ("▇▇▇▇▇▇▇▇"), Cal. Lic. # C13280, whose address is ▇▇▇
▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇.
Recitals
▇. ▇▇▇▇▇▇▇▇
owns various architectural drawings ("▇▇▇▇▇▇▇▇'▇ Drawings") kept
in electronic
files, previously done pertaining to single story and two story relocatable
classroom
structures ("ReIocatable Classrooms") intended for use in
connection with
prior agreements between the parties, dated 7/15/02 and 10/21/02 respectively
"Prior Agreements").
▇▇▇▇▇▇▇▇'▇ Drawings are more specifically described in Exhibit A,
attached hereto.
b. Upon
Global's performance of the terms and conditions of this Agreement,
▇▇▇▇▇▇▇▇ wishes
to
grant and Global wishes to buy, a non-exclusive, limited, license, of
▇▇▇▇▇▇▇▇
' s Drawings, to use or modify, at GlobaI's sole risk, without ▇▇▇▇▇▇▇▇'▇
logo, labels,
or insignia, for the limited purpose of Global and its architects obtaining
DSA approvals
of plans for relocatable one and two story classrooms and
related structures.
▇▇▇▇▇▇▇▇ retains all other incidents of ownership to ▇▇▇▇▇▇▇▇'▇
drawings and
designs, including but not limited to copyrights, rights of sale, rights to
relicense, and
use
for any purpose.
b. The
parties also wish to settle accounts presently due from Global to ▇▇▇▇▇▇▇▇
for ▇▇▇▇▇▇▇▇'▇
past work regarding the Prior Agreements, and to fully release ▇▇▇▇▇▇▇▇
from
any
and all further duties and obligations under said Prior Agreements.
The
parties hereby agree, incorporating the recitals above, as follows :
1.
Payment
Under
the
terms and conditions hereof, and upon ex e cut ion of this Agreement, Global
shall pay to ▇▇▇▇▇▇▇▇ by certified or cashier's check the following sums
:
a.
The
sum
of $15,000.00, as a compromise payment in full for the approximately
$25,000.00 o f unpaid sums presently owed by Global to ▇▇▇▇▇▇▇▇
for ▇▇▇▇▇▇▇▇'▇ past services pursuant to the Prior Agreements.
b. The
additional sum of $15,000.00 for the aforementioned
non-exclusive license
for use of ▇▇▇▇▇▇▇▇'▇ Drawings, to be paid as follows: $7,500.00 upon
execution
of this Agreement; $7,500.00 on or before July 15. 2003.
2.
Grant
of Non-exclusive Limited License; Retention of Ownership Rights
Upon
execution of this agreement, performance of all of the terms and conditions
hereof by Global, and payment of the sums set forth in Paragraphs 1 a and 1
b
above, ▇▇▇▇▇▇▇▇ hereby grants to Global, without warranty of any kind, a
non-exclusive, limited, license of ▇▇▇▇▇▇▇▇'▇ Drawings, to use or modify at
Global's sole risk, without ▇▇▇▇▇▇▇▇'▇ logo, labels or insignia, and with no
responsibility or liability on ▇▇▇▇▇▇▇▇'▇ part for any such use, reuse, and/or
alteration. The grant of said non-exclusive limited license is for the limited
purpose of Global and its architects obtaining DSA approvals of plans for
relocatable one and two story classrooms and related structures. The
non-exclusive limited license of ▇▇▇▇▇▇▇▇'▇ Drawings shall be in the Drawings'
present electronic form only, and shall not be in any other tangible form.
▇▇▇▇▇▇▇▇'▇ Drawings shall not include mechanical or electrical drawings.
▇▇▇▇▇▇▇▇ retains all ownership rights to ▇▇▇▇▇▇▇▇'▇ Drawings and
designs,
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including
but not limited to copyrights, rights of sale, rights to relicense same, and
use
for any purpose.
3.
Release
of further obligations
Subject
to the terms and conditions of t his Agreement, ▇▇▇▇▇▇▇▇ agrees to accept the
$15,000.00 sum referenced in Paragraph I b above as full settlement of the
approximate sum of $25,000.00 presently due and owing from Global for ▇▇▇▇▇▇▇▇
past work under the Prior Agreements between the parties. All other executory
provisions of said Prior Agreements on Global's part to be performed remain
in
full force and effect. Global hereby releases ▇▇▇▇▇▇▇▇ from all further duties
and obligations, if any, under said Prior Agreements. The licenses referred
to
in said Prior Agreements are void and of no effect,
4.
Failure
of Consideration; breach
If
Global materially breaches any term or condition of this Agreement, or if all
or
any part of the consideration paid to ▇▇▇▇▇▇▇▇ pursuant to this agreement faiIs
or is voided by a Bankruptcy Court or other tribunal as a preference to
creditors, and / or as a fraudulent transfer, or for any other reason, then,
in
addition to any other legal or equitable rights that ▇▇▇▇▇▇▇▇ may have, this
grant of non-exclusive license to ▇▇▇▇▇▇▇▇’▇ Drawings shall be void at the
election of ▇▇▇▇▇▇▇▇, and all rights transferred herein shall revert back to
▇▇▇▇▇▇▇▇. In such case, the receiver, assignee, trustee, debtor-in-possession,
levying officer or other custodian in possession of such property shall
immediately return the drawings to ▇▇▇▇▇▇▇▇ without need of ▇▇▇▇▇▇▇▇ first
making a demand of any kind for turnover of such property and shall not be
entitled to sell, license, or otherwise transfer such property. If such property
is subjected to levy or other involuntary transfer, the levying officer or
other
custodian shall not be entitled to sell or dispose of such property except
by
returning the same to ▇▇▇▇▇▇▇▇. In the event of material breach by Global,
or
failure of consideration in whole or in part to ▇▇▇▇▇▇▇▇, and a party to this
agreement other than ▇▇▇▇▇▇▇▇ shall be succeeded by another entity, whether
by
merger, by operation of law or otherwise, the successor shall not obtain or
retain any right to such property and shall immediately return the same to
▇▇▇▇▇▇▇▇, without need of ▇▇▇▇▇▇▇▇ first making a demand of any kind for
turnover of such property.
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5.
NO
WARRANTIES GlVEN ; DISCLAIMER OF WARRANTIES
STAFFORDD
DISCLAIMS ALL EX PRESS AND / OR IMPLIED WARRANTIES OF ANY KIND WITH RESPECT
TO
▇▇▇▇▇▇▇▇'▇ DRAWINGS, WHETHER DERIVED FROM THE COMMERCIAL CODE OR OTHERWISE,
AND
▇▇▇▇▇▇▇▇ AND GLOBAL HEREBY AGREE THAT ▇▇▇▇▇▇▇▇
MAKES NO WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES
OF FITNESS FOR A SPECIFIC PURPOSE AND WARRANTIES OF MERCHANTABILITY. ALL SUCH
WARRANTIES ARE HEREBY DISCLAIMED.
Without
limiting the foregoing disclaimer, ▇▇▇▇▇▇▇▇ specifically makes no warranties
or
representations that any of ▇▇▇▇▇▇▇▇’▇ Drawings are current, complete, suitable
for use at any specific site or for any purpose whatsoever, comply with code,
are DSA approved or suitable for DSA approval. ▇▇▇▇▇▇▇▇’▇ Drawings, in fact, are
only preliminary working drawings, are not current, do not necessarily comply
with current code, and are not DSA approved. The parties agree that any use,
re-use, and/or alteration of ▇▇▇▇▇▇▇▇'▇ Drawings is to be done under the
supervision and auspices of a licensed architect to be retained b y Global,
which architect shall use same under his/her own logo and not ▇▇▇▇▇▇▇▇'▇, and
that Global and its licensed architect shall assume full responsibility and
liability for their use. It is agreed that ▇▇▇▇▇▇▇▇ has no responsibility and/or
liability for use, reuse, or alteration of ▇▇▇▇▇▇▇▇'▇ Drawings by Global or
others.
6.
Indemnity
In
addition to all legal and/or equitable rights of indemnity and/or contribution
which ▇▇▇▇▇▇▇▇ may have, Global agrees that to the fullest extent permitted
by
law, Global shall indemnify, defend, and hold harmless ▇▇▇▇▇▇▇▇, its
subcontractors, consultants, agents, and employees, against all loss, damage,
expense, and liability resulting from injury or death of any person or damage
to
any property or any other loss or liability arising out of or in any way
connected with the use, re-use, or alteration of ▇▇▇▇▇▇▇▇'▇
Drawings.
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7.
LIMITATION
OF LIABILITY
.
IT
IS
.AGREED THAT ▇▇▇▇▇▇▇▇ ASSOCIATES ARCHITECTS DOES NOT AND SHALL NOT
HAVE
INVOLVEMENT, CONTROL, OR RESPONSIBILITY REGARDING THE USE OR
RE-USE
OF ▇▇▇▇▇▇▇▇'▇ DRAWINGS, OR REGARDING THE MANUFACTURE AND/OR
INSTALLATION OF THE RELOCATABLE UNITS REFERENCED THEREIN. NOR
DOES
▇▇▇▇▇▇▇▇ HAVE ANY LIABILITY AND/OR RESPONSIBILITY REGARDING SUITABILITY
OF ▇▇▇▇▇▇▇▇'▇ DRAWINGS TO SPECIFIC SITES. ▇▇▇▇▇▇▇▇ SHALL NOT
BE
RESPONSIBLE FOR CONSTRUCTION MEANS, METHODS, TECHINIQUES, SEQUENCES,
PROCEDURES, SAFETY PRECAUTIONS, PROGRAMS, MANUFACTURE, QUALITY
OF CONSTRUCTION, OR INSTALLATION, WHICH ITEMS SHALL BE THE SOLE
RESPONSIBILITY OF GLOBAL AND/OR ITS AGENTS AND RETAINED LICENSED ARCHITECTS
OTHER THAN ▇▇▇▇▇▇▇▇.
Notwithstanding
any other provision of this agreement, in the event that liability is imposed
upon ▇▇▇▇▇▇▇▇ in connection with ▇▇▇▇▇▇▇▇'▇ Drawings the total liability, in
the
aggregate, of ▇▇▇▇▇▇▇▇ and its subcontractors, agents; employees, and
subconsultants, and any of them, to Global and anyone claiming by, through
or
under Global and/or its assigns, successors and agents, shall
not
exceed the total amount of $5,000.00, for any and all claims, losses, costs
or
damages of any nature whatsoever arising out of, resulting from or in any way
related to this agreement or ▇▇▇▇▇▇▇▇'▇ Drawings, from any cause or causes,
including but not limited to losses arising out of negligence, design defects,
professional errors or omissions, strict liability, breach of contract or
express or implied warranty (if any).
8.
Personal
Guarantee
[deleted
by cross-out]
9.
Binding
on Successors.
This
agreement shall be binding upon the successors and assigns of the parties
hereto.
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10.
Integrated
Agreement
This
agreement constitutes the entire and integrated agreement between ▇▇▇▇▇▇▇▇
and
Global, and supercedes all prior negotiations, representations or agreements,
either written or oral regarding the non-exclusive, limited, license hereof.
This agreement may be amended only by written instrument signed by both parties
hereto.
11.
Governing
Law This
agreement shall be governed by the law of the State of California, and venue
of
all legal actions arising out of this agreement shall be the Count y of
Sacramento, State of California, being the principal place of business of
▇▇▇▇▇▇▇▇.
12.
Interpretation
This
agreement is the result of negotiations between the parties. Each party hereto
acknowledges that it has had the opportunity to consult with legal counsel
regarding the meaning and legal effect of the terms and conditions hereof,
and
has had the opportunity to discuss revisions and modifications to the language
hereof. Accordingly, for purposes of interpretation of this agreement it shall
be regarded as having been drafted jointly by the parties hereto, and the canon
of construction construing ambiguities against the draftor shall not
apply.
13.
FAX
signatures; Counterparts
This
agreement may be executed in counterparts and shall become binding upon receipt
by each party hereto of counterparts containing in the aggregate all signatures
of the parties. Faxed signatures on copies of this agreement shall be
acceptable. The party so using a faxed signature shall provide the other party
with an original signature within five (5) days.
14.
Warranty
of Authority
This
agreement shall become effective upon execution by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and two
officers of Global. However, if for any reason only one officer of Global
executes the agreement, the agreement nevertheless shall be binding on Global
and ▇▇▇▇▇▇▇▇ shall be entitled to rely on said single signature. The undersigned
signatories on behalf of Global hereby warrant and represent that they
are
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officers
of Global and are authorized to sign this agreement and to bind Global to the
terms and conditions thereof, and certify that the Board of Directors of Global
has approved and ratified the terms hereof.
Dated:
1/20/03
Global
Modular, Inc.
By
/s/
▇▇▇▇▇▇ Lehman______________
▇▇▇▇▇▇
▇▇▇▇▇▇, Authorized Officer
By
_______________________________
▇▇▇▇
▇▇▇▇▇▇, Authorized Officer
Dated:
1/20/03 /s/
▇▇▇▇▇▇▇ Stafford____________________
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ dba ▇▇▇▇▇▇▇▇
Associates
Architects
[Handwritten
Material]
▇▇▇▇▇▇▇▇’▇
Drawings to include, but not limited to, 24 x 40, 36 x 40 / 48 x 40, 24 x 60,
30
x 32, 12 x 40 single stories and 24 x 40, 48 x 40, 72 x 40 + (2) 48 x 40
two-story designs.
/s/
MDS
1/20/03
/s/
G.L.
1/20/03
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