Exhibit 33.1
LICENSE AGREEMENT
INFRARED VISION SENSOR SYSTEM
THIS AGREEMENT is made this _____ day of , 2005, by and between
Recreational Vehicle Systems Inc. hereafter referred to as RVS, a
corporation existing under the laws of the State of Nevada,
having a business address at a , Nevada, ________, USA (Licensee) and
Advanced Technologies Inc. hereafter referred to ATI, (Licensor).
Recitals
WHEREAS, ATI has developed, at its own expense, Intellectual Property (IP)
that is used to design and produce Infrared imaging systems applicable to
many applications such as transportation (ground, sea, and air), medical,
quality control, safety, security, and others. The IP consists of designs,
inventions, patents, concepts, marketing material, engineering data, and
other relevant items useful in the creation of viable commercial products.
WHEREAS, ATI has formal and informal business relationships with many
Thermal Imager suppliers. ATI's knowledge of these suppliers is useful to
secure access to key component required for these different Infrared system
applications.
WHEREAS, ATI has conducted research into the License Field (LF) for
Recreational Vehicles, specifically Class Motor Coaches. The research has
produced design concepts, market understanding, marketing materials, and
demonstration hardware. The design features for Recreational Vehicles
concept are not limited to the LF but apply all or in part to other
projects or applications.
WHEREAS, RVS seeks the right to develop, make, have made, use, sell and
have sold an infrared night vision system base in part on ATI's Proprietary
Data, Intellectual Property, and Technical Knowhow for a commercial night
vision system suitable for the Recreational Vehicle application.
WHEREAS, RVS has the desire to assess the viability of the market for the
Recreational Vehicle application. Now, therefore, RVS and ATI (the
"Parties") agree as follows:
ARTICLE I; DEFINITIONS
Section 1.1 "ATI Proprietary Data" - shall mean information which has been
originated by or is peculiarly within the knowledge of ATI and is subject
to protection under recognized legal principles, provided that no element
of such information shall be considered ATI Proprietary Data after any date
on which such element is shown to be available to the general public
without fault of RVS.
Section 1.2 "IntellectualProperty (IP)" - shall mean Property that
consists of designs, design concepts, marketing materials, engineering
data, hardware components, patents, rights to patents, and other material
relating to Infrared Technology and its application.
Section 1.3 "Licensed Products (LP)" - Shall mean any product or portion
thereof which embodies any ATI Proprietary Data and/or ATI Intellectual
Property at the time of manufacture, use or sale of such product.
Section 1.4 "Licensed Field (LF)" - Shall mean the commercial sale to
any customer for use on any motor coach or motorized vehicle licensed to
operate on USA roads, turnpikes, freeways, and highway system, where the
use of said vehicle is under license and applicable regulatory control by
federal or state agencies in the USA or other appropriate regions of the
world.
Section 1.5 "Sell" or "Sold" - shall mean and include to lease, give,
transfer, deliver, or otherwise dispose of for considerations.
Section 1.6 "Effective Date of this License Agreement" - shall mean the
date first set forth above, following the completion of all signature of
this License Agreement by both parties.
ARTICLE II: License Grant
Section 2.1 ATI hereby grants to RVS a worldwide, exclusive license for the
use of ATI Proprietary Data and Intellectual Property to make, have made,
use, Sell, and have Sold, as well as the maintenance and repair of, the
License Products for the Licensed Field.
Section 2.2 The foregoing license shall include the right for RVS to effect
an assignment to any affiliate of any and all of RVS's rights and
obligations as specified elsewhere herein, subject to written consent of
ATI. ATI's approval shall not be unreasonably withheld.
Section 2.3 ATI represents and warrants that it is the owner of the above
Proprietary Data as it may apply in part or in total to the License Field.
Section 2.4 No rights or licenses are granted herein to RVS, expressly or
by implication, under any patents, applications for patents, designs, or
proprietary information, other than the rights granted in Section 2.1 of
this Article II.
Section 2.5 No rights or licenses are granted herein to RVS, expressly or
by implication, to use the names "Advance Technologies Inc.", or "ATI".
ARTICLE III: DOCUMENTATION
Section 3.1 Within thirty (30) days of the Effective Date of this
Agreement, ATI agrees to provide RVS with any ATI Proprietary Data related
to License Products to the extent available, consistent with
RVS's rights in Section 2.1.
Section 3.2 For the effective period or "Term" of this Agreement, ATT
agrees to provide RVS with any future developed All Proprietary Data
related to License Products consistent with RVS's rights in Section 2.1.
Section 3.3 ATI's Proprietary Data and RVS's Proprietary Data shall be
treated under conditions of confidence by the other party. Each Party
agrees to use such information only in furtherance of the Agreement. All of
the provisions of this Section 3.3 regarding confidentiality shall survive
expiration or termination of this Agreement
ARTICLE IV: PAYMENTS BY RVS
Section 4.1 RVS shall make payments to ATI as follows:
(a) A royalty payment for each License Product Sold shall be paid to ATI at
the rate of five (5) percent of sell price. The Royalty payment shall not
exceed THREE HUNDRED DOLLARS and NO CENTS ($300.00) per unit. The Royalty
Payments shall be for a period often (10) years beginning with the sale of
the initial Licensed Product
Section 4.2 License Products shall be considered sold and the obligation to
pay royalty payments shall accrue, when RVS has issued an invoice and
received payment therefor.
Section 4.3 RVS shall pay any sales or uses taxes imposed by the Host State
relating to the manufacturing or sale of the products without diminution of
any other payments otherwise due wider this agreement.
Section 4.4 RVS shall pay to ATI royalties, in such amounts as defined by
Section 4.1, on a quarterly basis, for those Licensed Products sold for the
preceding quarterly period. Royalties are payable within thirty (30) days
after the end of each quarterly period defined in Section 4.5
Section 4.5 On or before the last day of each January, April, July, and
October, during the term of this Agreement, RVS shall render a report to
ATI, setting forth the types and total number of Licensed Products sold by
RVS and its affiliates during the preceding calendar quarter.
Payment shall be in U.S. currency and mailed to the following address:
Advanced Technologies Inc.
The Royalty report by RVS shall be certified by an officer of RVS as to
correctness of the report.
Section 4.6 RVS shall keep, and cause its affiliates to keep, full and
accurate records of all Licensed Products which are manufactured and Sold
by RVS and its affiliates. RVS agrees to permit such quarterly reports to
be examined, upon written request by an independent Certified Public
accountant which AT! may designate in order to determine the accuracy of
RVS's report. Prompt adjustment shall be made to correct any errors or
omission in RVS's report or figures disclosed by such audits.
ARTICLE V: TERM AND TERMINATION
Section 5.1 This Agreement shall become effective on the date first set out
above and upon the completion of those actions set out under Section 1.6,
and shall extend for a period often (10) years following the sale of the
initial License Product unless terminated sooner in accordance with the
provisions of this Article V.
Section 5.2 Termination in Circumstances of Default & Cure Period:
Section 5.2.1 If RVS shall at any time default in making payment, or in
rendering any statement required under this Agreement, or commit any breach
of any covenant or agreement contained herein, and shall fail to remedy any
such default or breach within sixty (60) days after written notice thereof
by ATI, ATI may, without further delay, by notice in writing and at its
option, terminate this Agreement and the licenses hereunder.
Section 5.2.2 Such termination shall not prejudice either parties' rights
which shall have accrued to the date of such termination, nor shall it
prejudice any cause of action or claims of a party which has accrued or is
to accrue on account of any breach or default by the other party.
Section 5.3 ATI shall have the right to terminate this Agreement if RVS has
been unable to Sell or have sold a License Product within three (3) years
of the effective date of this agreement. Upon exercise of such right, this
Agreement shall be terminated thirty (30) days after notice in writing to
that effect has been given by ATI to RVS.
Section 5.4 This Agreement may be terminated upon mutual written agreement
of the parties.
Section 5.5 Termination of this Agreement, by expiration or otherwise,
shall not release RVS from any of its obligations under this Agreement with
regard to Licensed Products Sold or manufactured, or in the process of
manufacturing, prior to termination, and shall not rescind or give rise to
any right to anything done or to claim return of, or cancellation of any
payment made, obligation accruing, or other consideration given to ATI
hereunder, prior to the time of such termination.
ARTICLE VI GENERAL PROVISIONS
Section 6.1 RVS expressly covenants that neither this Agreement nor any of
its benefits nor any rights hereunder shall be, directly or indirectly,
assigned, transferred, divided, or shared by RVS or its affiliates to or
with any other individual, firm, corporation, or association whatsoever
without the prior written consent of ATI. Written consent, when required,
shall not be unreasonably withheld.
Section 6.2 With the exception of ATI's responsibilities covered under
Section 6.3, RVS or its affiliates shall defend or settle at its expense
any action, cause of action, or suit against ATI, its officers, directors,
employees and agents, arising directly or indirectly from RVS's or its
affiliates or its customer's use, manufacture, sale, or other action with
respect to License Products. ATI will provide, at its own expense,
reasonable support and council to RVS in defense hereunder.
Section 6.3 ATI shall provide indemnification to RVS, its officers,
directors, employees and agents, or its affiliates for claims or suits
brought by third parties against RVS or its customers for any claim of
patent infringement, copyright violation, and/or improper use or conveyance
of a third party's trade secret by ATI with respect to that portion related
to the making, using, or selling of License Products which is based upon
that technical information embodied in ATI's Proprietary Data and
Intellectual Property which is the subject of this Agreement.
Section 6.4 Any statement, notice or request required to be given under
this Agreement shall be deemed to have been received when actually given to
or acknowledged by:
For RVS: Recreational Vehicle Systems Incorporated
Attn: Xxxx Xxxxxxxx
EMAIL:
FAX: __________________ 1
For ATI Advanced Technologies Inc.
EMAIL: XxX000@xxx.xxx
FAX:
Section 6.6 This Agreement is deemed to be executed and delivered within
the State of Nevada and it is the intention of the Parties that it shall be
construed, interpreted and applied in accordance with the laws of the State
of Nevada.
Section 6.7 This Agreement sets forth the entire agreement and
understanding between the Parties as to the subject matter hereof and
merges all prior discussions and agreements between them pertaining to the
same. Neither Party shall be bound by any conditions, definitions,
warranties, or representations other than as expressly provided in this
Agreement or as duly set forth on or subsequent to the date hereof in
writing and signed by a proper and duly authorized officer or
representative of the Party to be bound thereby.
IN WITNESS WHEREOF, the Parties hereto have caused two (2) copies of this
Agreement to be executed by their duly authorized representative as of the
date specified in the headings of this Agreement.
