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License Agreement
THIS AGREEMENT is made as of and effective from the 12th day of
December, 2000.
BETWEEN:
1) Xxxx X. Xxxxxx
000 Xxxxxxxxxxx 0X
Xxxxxxx, Xxx Xxxxxx 00000
2) Xxxx Xxxxx Singh
509 Xxxxxx Apt.
Kaushambhi Ghaciahad Dist.
Uttar Pradesh, India
3) Xxxxxx Xxxxx
c/o Late (Shri) Hargorind Singh
Mohalla-Chaadharian
Town Post: Joys Dent. J. P. Nagar
Utter Pradesh, India,
(GROUP),
valid and subsisting individuals and the entity known as ONSLR e2000 and any
proprietorship owned, managed, operated or under the control of GROUP, any
partnership owned in conjunction with GROUP, any corporate entity authorized
under the laws of the sovereign country of India owned, managed, operated or
under the control of GROUP, any affiliation owned, managed, operated or under
the control of GROUP, any alliance owned, managed, operated or under the control
of GROUP, and/or any joint venture with any person or entity owned, managed,
operated or under the control of GROUP. (hereinafter referred to as the
"LICENSOR").
-and-
REDOX TECHNOLOGY CORPORATION, a valid and subsisting Delaware corporation and
authorized and registered to do business in the State of Texas, United States
of America, having its principle ogee at 000 Xxxxx Xxx Xxxxxxx Xxxxxxx Xxxx,
Xxxxx 000, Xxxxxxx, Xxxxx 00000, (hereinafter referred to as the 'LICENSEE").
WHEREAS:
A The Licensor is the holder and owner of certain confidential inforrnarion,.
software and technology, which was developed by Licensor;
B. The Licensor desires to protect said confidential information and
technology through the registration of any patents, trademarks and/or
copyright;
C. The Licensee desires to acquire from the Licensor certain exclusive
worldwide rights to the confidential information and technology and, to
apply , prosecute,
register and maintain and exploit any said proprietary rights in the
confidential ' information and technology; and
D. The parties wish to document their intentions.
NOW THEREFORE in consideration of the mutual covenants and agreements contained
herein and for good and valuable consideration (the adequacy and sufficiency of
which are hereby acknowledged by the parties), the parties covenant and agree as
follows:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Agreement, including the recitals, the following terms shall have
the following meanings:
"Affifiate/Subsidiary" shall mean in relation to an entity any other entity
directly or indirectly under common ownership with, owning or owned by the first
entity Ownership means holding 50% or more of the voting securities of the owned
entity.
"Confidential information" shall mean any information of the Licensor relating
to the Intellectual Property or Software, including without limitation, any
specifications, trade secrets, know-how, data, software, technology,
methodology, prototypes, models, whether or not reduced to physical form,
patterns and other physical and written descriptions and embodiments relating to
the Software including the Source Code but, Confidential Information shall not
include any information which:
(a) was available to the Licensee on a non-confidential basis from a
source other than the Licensor, provided that, such source, to the
knowledge of the Licensee is not and was not bound by obligations of
confidence to hold or retain such information confidential;
(b) was previously known to the Licensee and not subject to any obligation
of confidence;
(c) has been independently acquired, developed or is known by the Licensee
without violating any obligations under this or any other agreement
with any person; or
(d) is required to be disclosed by operation of law.
"Effective Date" means the date first written above;
"Gross Revenue" means the total revenue received by Licensee from the sale of
the Licensed Product and/or derivatives/modified/upgraded form of the licensed
product received by the Licensee, its Affiliates and/or Subsidiaries.
"Intellectual Property" shall mean any and all patents, trade marks and/or
copyright and applications and registrations therefor (whether or not coming
into existence after the Effective Date), as well as any and all Confidential
Information, know how, disclosures, and any other information or matter capable
of proprietary rights throughout the world
which relate to the Software in any way or manner including its methods,
concept, use or process.
"License Period" shall mean for so long as there is any proprietary rights or
interest in the Confidential Information or the Intellectual Property, starting
on the Effective Date.
"Licensed Product" shall mean all products and software that are based upon or
derived from any aspect of any portion of the Intellectual Property of the
Licensor.
"License Territory" shall mean the world;
"Royalty" means the royalty payable by the Licensee, its Affiliates and/or
Subsidiaries hereunder,
"Software" shall mean the software technology developed by Xxxx Xxxxx Xxxxx
known as "ONSLR e2000" which upgrades the Computer without adding any Hardware.
It is a result of 7 years of keen research by Atrtit Kumar Singh in his
laboratories. This Software has been developed on the platform, Onslr System
++, which is a system level programming language developed in Onslr's labs.
Amat Kumar Singh claims by downloading Onslr e2000 to a harddrive of any
personal and laptop computer above 66 Mhz, will approximately double the
processing speed of the processor, increase the read/write speed of the
hard-disk drive by approximately 5 times, increase the storage capacity of the
hard drive, upgrade the V-RA'and upgrade an ordinary keyboard to a mufti-media
ready keyboard. (xxxx://xxxxxxxx.xxxx. comlonslr/e200d.html)
ARTICLE II
LICENSE, INTELLECTUAL PROPERTY RIGHTS AND OTHER
INTANGIBLES
2.1 Exclusive License
The Licensor hereby grants, and the Licensee hereby accepts, subject to the
terms and conditions of this Agreement, an exclusive, transferable and
assignable license within the Licensed Territory during the License Period
by any method or on any medium to fully:
(a) use, manufacture, license, market, distribute and sell the Licensed
Product;
(b) sub-license any and all rights granted to Licensee under this
Agreement;
(c) modify the Licensed Product to create one or more derivative products;
and
(d) modify any or all documentation.
2.2 Reserved Rights
The Licensor shall have the right to use the Intellectual Property and
Software for internal non-commercial research purposes only, but this shall
not include any right to commercially use, manufacture, market or sell the
Intellectual Property or Software in any manner whatsoever.
2.3 Sub-License
Licensee shall also have the right to grant to its Subsidiaries
or other sublicenses, exclusive or non-exclusive sublicenses under the
License during the License Period; provided, however, and Licensee
agrees that:
(a) The xxxxx and conditions of any and all such licenses shall be
consistent with the terms and conditions as set out in this
Agreement;
(b) In the event of a proposed exclusive or sole license to any
party, Licensee shall not enter into any said agreement until
Licensor has been informed in writing and has given consent, in
writing, for Licensee to enter into -said proposal. Licensor
shall not withhold consent unreasonably; and
(c) Licensee shall provide Licensor with one copy of arty and all
such licenses, including any amendments thereto.
(d) No subsidiary or other sublicensee shall have the right to
further license, sublicense or assign its rights without the
approval of Xxxx Xxxxx Singly as defined above; and
(e) No sublicensee shall relieve Licensee of arty of its obligations
hereunder, and Licensee shall be responsible for the acts or
omissions of the Subsidiaries and Sublicensees and for compliance
by them of their obligations, and Licensee shall take all steps
necessary to enforce that compliance to the extent required to
all Licensee to fully comply with all of its obligations under
this Agreement.
2.5 Sale
Notwithstanding Articles 2.1 and 2.3, if a third party wishes to purchase
the software outright, Redox agrees that it shall not enter into any such
sale without the written consent of the Licensor, who shall not withhold
such consent unreasonably. Licensee and Licensor will split directly from
the source or in writing under other agreed upon terms, a cash and/or stock
payment by fifty percent each (50/50) from any outright sale of
Intellectual Property to a third party.
2.6 Covenant of Licenser
The Licensor shall not, under any circumstance license, assign, transfer,
sell or grant any rights in the Confidential Information or Intellectual
Property to any third party. Nor shall the Licensor grant any mortgage,
pledge, lien, hypothentication, security interests, changes, or
encumbrances in any part of the Confidential Information or Intellectual
Property.
ARTICLE III
PAYMENT OF ROYALTY
3.1 Realties
In consideration of the rights granted by the Licensor to the Licensee
herein, the Licensee agrees to pay Royalties in the sum of seventeen and
one half percent (17.5%) of the Gross Revenue to the Licensor commencing on
the Effective Date and ending on the date in which this License Agreement
is terminated. All payments shall be paid in U. S, dollars. Should any
conversion to U. S. dollars be necessary, the rate of exchange as posted in
The Wall Street Journal shall be utilized and shall be the rate in effect
on the last day of the period for which payment is due. Within a (2) two
year period as of the date above, Licensee will issue to Licensor (200,000)
two hundred thousand common shares to a maximum of (1,000,000) one million
common shares for every ( l ) one million in Gross Revenue attained under
the License Agreement. The Licensee share price will have no effect on the
amount of shares to be issued.
3.2 Statements/Payment Dates of Royalties
Licensee shall within thirty (30 days) after the last days of March, June,
September and December in each year or portion thereof during the license
Period, and within thirty (30) days after the end of the License Period,
provide 3,2,3,, as defined above, with a statement accounting for the Gross
Sales of Lice Products by Redox, its Subsidiaries and its sublicensees (and
with copies of the corresponding statements to Licensee from its
Subsidiaries and sublicensees), for the immediately preceding thirty (30)
days period or portion thereof Each such statement shall be certified by
the Chief Financial Officer or Secretary/Treasury of Licensee as being
true, correct and complete. Royalties with respect to sales made by the
Licensee, its Affiliates and/or Subsidiaries for each calendar month will
be paid to the Licensor by the Licensee within thirty (3(t) days after the
end of each calendar month. Royalties will be paid by cheque or bank draft
stet by courier to the address for notices set out in Article IX or any of
the addresses advised by the Licensor to the Licensee from time to time.
3.3 Record of Sales
(a) The Licensee shall keep full, complete and accurate records of sales,
the Gross Revenue received therefrom and any other information
appropriate to the determination of Royalties payable to the Licensor
hereunder. Such records shall be open to inspection and audit by the
Licensor or the Licensor's duly authorized representatives, by
appointment, during regular business hours; not more than once per
year during the term of this Agreement and for one year after its
termination. No record shall be subject to more than one audit and no
audit shall be conducted on any
records of the Licensee three (3) years after the close of any
calendar quarter-year; and
(b) In the event that the Licensee has underpaid the Licensor any Royalty,
as determined by such audit, the Licensee shall immediately pay the
Licensor the total of the underpayment, plus interest at a rate of 1 %
per month from the time such payment should have been made.
ARTICLE IV
INTELLECTUAL PROPERTY RIGHTS
4.1 Intellectual Property Applications, Prosecutions and Registrations
The Licensee shall have the exclusive right throughout the License
Territory, in the name of GROUP, to apply for, prosecute, register,
maintain and defend any and all patents, trade marks and/or copyright
applications or registrations relating to the Intellectual Property.
Licensee shall apply for, in the name of Xxxx Xxxxx Xxxxx, seek prompt
issuance of, and maintain while the license is in effect, the
psteatslpatent pending, trademarks, and !or copyrights in the United States
and in the foreign jurisdictions now in existence or which may be created
during the lifetime of the Agreement. The Licensee shall be responsible for
and have full control over any and all expenses associated with the
preparation, filing, prosecution, maintenance and defense of any patents,
trade marks or copyright applications filed and registered.
In all such applications the Licensor shall be the owner and the inventor.
Licensor shall provide all necessary information, materials and assistance
to enable Licensee to proceed with the fling and prosecution of any
applications for registration of any Intellectual Property and to grant to
Licensee formal documents in respect of any such Intellectual Property in a
form that complies with the requirements of law and public authorities in
each jurisdiction that registration is sought, to enable Licensee, at its
expense, to register the right, title and interest in and to such
Intellectual Property as provided hereunder.
licensor agrees, at the expense of Licensee, to do all things and to
execute such documents as may be required by Licensee to obtain and
maintain all rights, title, benefit and interest in and to the Intellectual
Property as contemplated hereunder, exclusively in the sole name of Xxxx
Xxxxx.
Both parties shall promptly notify the other whenever it becomes aware of
any actual or apparent infringement or unauthorized use of the Intellectual
Property in the License Territory
4.2 Improvements and Additional Intellectual PronertY Rights Developed by the
Licensor
For greater certainty, the Licensor agrees that if it improves and/or
develops any Intellectual Property relating to the Software developed and
named as Onslr e2000 after the Effective Date, such Intellectual Property
shall be covered by the
terms of this Agreement and the licenses granted herein. The Licensor shall
disclose same as soon as same is conceived or developed.
ARTICLE V
CONFIDENTIALITY
5.1 Limitations on Disclosure by Licensee
The Licensee hereby acknowledges that pursuant to this Agreement, it
will receive Confidential Information of the Licensor, which Licensee
agrees to treat (and take all reasonable precautions to ensure that its
employees treat) as confidential in accordance with the requirements and
conditions set forth below:
(a) The Licensee shall not disclose, either directly or indirectly
any Confidential Information, or part thereof, to any person
except as specifically contemplated in this Agreement and
(b) The Licensee shall not use any Confidential Information, or part
thereon for any purpose other than that specifically contemplated
in this Agreement.
5.2 Limitations on Disclosure by Licensor
The Licensor hereby acknowledges that certain Confidential Information
covered hereunder is valuable only while kept in confidence and therefore
the Licensor agrees to treat (and take all reasonable precautions to ensure
that its employees treat) as confidential in accordance with the
requirements and conditions set forth below:
(a) The Licensor shall not disclose, either directly or indirectly any
Confidential Information, or part thereon to any person except as
specifically contemplated in this Agreement; and
(b) The Licensee shall not use any Confidential Information, or part
thereof, for any purpose other than that specifically contemplated in
this Agreement;
5.3 Relief
Nothing in this Agreement precludes either party from obtaining injunctive
or similar relief from airy court of competent jurisdiction which such
xxxxx xxxxx most expedient to address a breach or threatened breach of any
of the provisions of this Agreement. Specifically, and without limiting the
foregoing, the parties acknowledge that the Confidential Information and
Intellectual Property contain valuable proprietary information and is a
valuable asset, the unauthorized (other than as contemplated hereunder)
disclosure, use or transfer of which would cause irreparable harm to the
other party's rights under this Agreement and which harm may not be
adequately compensated with damages: Each party expressly agrees that the
other shall be entitled to apply for and obtain equitable or similar relief
(including without limitation injunctive relief and specific performance)
without
any requirements to post a bond or prove actual damage in any court of
competent jurisdiction to prevent a breach of this Agreement or any part
thereof, and to secure its enforcement, without limitation as to any other
or further remedies which may be available to such party.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
6.1 Representations and Warranties of the Licensor
The Licensor represents and warrants to the Licensee that:
(a) The Licensor is the true owner of the Intellectual Property and that
it has good and valid legal and beneficial title to all of the
Intellectual Property, free and clear of any encumbrances or claims of
any nature;
(b) The technology encompassed in the Iatellectual Property has not been
disclosed, offered for sale, sold, conveyed, transferred or otherwise
encumbered to or by any third party except the Licensee;
(c) The Intellectual Property has not been the subject of any patent,
trade xxxx or copyright application or registrations in the Licensed
Territory; The Licensor has no knowledge or information of any facts
which would affect the application, registration, validity,
enforceability or scope of any of the Intellectual Property;
(e) The Licensor has not entered into any other agreements or contracts
authorizing the use of the Intellectual Property;
(f) To the best of the Licensor's knowledge, the use of the Intellectual
Properly and the license to the Software will not constitute
infringement of any other party's intellectual property rights;
(g) No claims have been assented by airy third party with respect to, or
challenging or questioning the ownership, validity, enforceability or
use of the Intellectual Property and the Licensor has no knowledge of
any valid basis for any such claim;
{h} The Intellectual Property does not incorporate the intellectual
property rights of any other person or entity, which the Licensor has
acquired by license or otherwise;
(i) The Licensor has not received any notice, complaint, threat or claim
alleging infringement of any of the Intellectual Property of the
Licensor and to the knowledge of the Licensor no third party is
infringing the rights of the Licensor with respect to the Intellectual
Property; and
(j) All of the right, title and interest in and to the Intellectual
Property acquired by the Licensee under this Agreement are free and
clear of F-nv, claims by third parties or any other encumbrances of
any nature whatsoever.
6.2 Representations and Warranties of Licensee
The Licensee represents and warrants to the Licensor as follows;
(a) That the Licensee is a corporation duly organized and validly
subsisting under the laws of Delaware and has the power and authority
to enter into this agreement.
(b) That it has taken all necessary action to authorize the execution,
delivery and performance of this Agreement;
(c) That this Agreement, when executed by the Licensee will be a binding
obligation of the Licensee enforceable in accordance with its terms;
and
(d) That the execution and delivery of this Agreement and its performance
will not result in any breach or violation ot or constitute a default
under any agreement, instrument, judgment or order to which the
Licensee is a party or by which it is bound.
ARTICLE YB
INDEMNITY
7.1 Warranties
Other than as set out in Article 6. 1, the Licensor does not warrant the
Intellectual Property or the Software in any way and no warranties of the
Licensor shall be implied or otherwise created, including any warranty of
merchantability or fitness for a particular purpose. Notwithstanding the
forgoing, the Software shall provide prompt response to users of the
Software. The Licensor shall, however, not be responsible for any service
problems which are not caused by itself, its systems or its Internet
network access provider.
7.2 Indemnity
The Licensor agrees to defend, hold harmless and indemnify the Licensee
from and against any and ail claims, suits, actions and proceedings and any
and all liabilities, judgments, damages, interest, costs, expenses and fees
including legal fees resulting from any such shits, actions and proceedings
(the "Claims") brought by any person or entity with respect to the
Confidential Information or Intellectual Property. Each party agrees that
it shall inform the other in writing of any and all alleged Claims of
infringements of any patent, trade xxxx or copyright by any third party.
The Licensee hereby agrees to the assumption by the Licensor of sole
control over the prosecution or defense of said Claims, together with the
right to settle or compromise them, provided Licensor first obtains written
permission from the Licensee; and the Licensee agrees to make available to
the Licensor,
such information, assistance and authority as may reasonably be requested
by the Licensor in order to enable the Licensor to adequately prosecute,
defend, settle or compromise such Claims. 1n addition, any monetary
recovery or benefit given for the successful prosecution or defense of any
Claim shall accrue to the sole benefit of the Licensor.
ARTICLE VTII
TERM
8.1 Term
This Agreement, and the license granted herein, shall commence on the date
first above written and continue in full force and effect during the
License Period.
ARTICLE IX
NOTICES
9.1 Notices
Any notices and other communications required or permitted by this
Agreement to be provided or given to either party shall be so provided or
given if delivered at the addresses set out below or, if given by
telecommunication facsimile, at the number indicated below:
if to the Licensor
Xxxx X Xxxxxx
13 5 Firststreet 2H
Xxxxxxx, Xxx Xxxxxx 00000
If to the Licensee:
Redox Technology Corporation
000 Xxxxx Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Fax: 000 000 0000
or at such other respective substitute addresses as the addressee may
designate in writing to the other party.
9.2 Deems Delivery
Any such notice or other communication if delivered or if given by
telecommunication facsimile shall be deemed to have been given on the date
of delivery or on the date that confirmation of transmission is received by
the sender. Either party may change its address for service by notice to
the other party in the manner prescribed herein.
ARTICLE X
GENERAL
10.1 Assignment
Licensee shall not assign the License or this Agreement without the prior
written consent of Licensor, as defined above, which consent shall not be
unreasonably withheld; provided, however, that Licensee, without such
consent, may assign all of its rights hereunder to the acquiring party in
connection with the transfer of all or substantially all of its business
and assets to an acquiring party or in the event of its merger or
consolidation with that acquiring party, if and only if the assignee shall
assume all obligations of Licensee under this Agreement. However, no
assignment or other transfer by Licensee shall relieve Licensee of any
obligations hereunder and Licensee shall continue to be primarily and
jointly and severally liable (along with such assignee or other transferee)
for the performance of all obligations of Licensee and such assignee or
other transferee hereunder.
10.2 Infringement
Licensee shall take steps to stop any infringements of the Intellectual
Property registration under this agreement, including the initiation and
prosecution of any suit for infringement in the Licensor's name. The
Licensor shall cooperate with the initiation and prosecution of such
action. Licensee and Licensor will share 50150 in the damages and costs
awarded w the Plaintiff' in such action, subject to payment to Licensor of
such share of the damages as shall be equitable in the premises. Licensor
and Licensee will equally share legal costs and expenses relating to the
proceedings.
10.3 Future Assurances
The parties agree to cooperate with each other and, upon request from the
other party, to execute and deliver such documents and take such actions as
may be reasonably requested in order to fully carry out the intent and
purpose of this Agreement.
10.4 Arbitration
Any dispute arising in regard to this Agreement and which has not been
settles between the parties within thirty (30) days shall be resolved by
arbitration pursuant to an Arbitration Act . The decision of the
arbitrators shay be final and binding on the parties hereto. All
arbitration shall be conducted in the English language.
10.5 Independent Contractors
The parties hereto shall be independent contractors with respect to each
other and
nothing contained herein shall be construed as constituting either of them
as agent, employee, servant, joint venturer, or partner of the other for
any purpose whatsoever.
10.6 Governing Law and Attornment
This Agreement shall be construed in accordance with the laws of the State
of Texas and the laws of USA applicable therein. The parties agree that
Xxxxx County Texas is the forum conveniens for any matter arising under
this Agreement and that the courts of Texas shall have the exclusive
jurisdiction and the parties hereby irrevocably attom to the exclusive
jurisdiction of the Courts of the State of Texas.
10.7 Successors
This Agreement and all rights and obligations are fully assignable by
either party. This Agreement shall endure to the benefit of and be binding
upon the parties bereto and their respective successors and assigns.
10.8 Severability
if any provision of this Agreement is held invalid or unenforceable for any
reason, such provision is fully separable and shall thereupon be separated
from the remaining provisions of this Agreement, and the remaining
provisions are nevertheless validated and enforceable as if such of the
provisions held invalid or unenforceable were not a part of this Agreement.
10.9 Entire Agreement
This Agreement supersedes all previous agreements, if any, between the
parties hereto and constitutes the sole and entire agreement between them
with respect to the subject matter hereof. Each party hereto agrees that
there are no oral representations, warranties or conditions and that all
tenors are embodied in this Agreement. No change, modification or amendment
of this Agreement shall be effective unless in writing and signed by both
parties hereto.
10.10 Headings
The use of Headings in this Agreement are for ease of reference only and do
not constitute a part hereof and are not to be considered as an aid in the
interpretation hereof.
10.13 Waiver
The waiver by either party of any default by the other party under this
Agreement shall not operate as a waiver of any future default, whether of a
like or different nature.
10.12 Force Majeure
Each of the parties hereto shall be excused from the performance of any of
its obligations herein from time to time, but only so long as it is
prevented from performance by any cause beyond its reasonable control
including, but not limited to, acts of God or of the queen's enemies,
strike, walkout, fire or explosion; provided however, that the lack of
funds shall never be considered a cause beyond the reasonable control of
either party.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first written above:
Per GROUP:
Xxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxx December 21, 2000
------------------------ -----------------------
Signature Date
Xxxx Xxxxx Singh
/s/ Xxxx Xxxxx Xxxxx December 12, 2000
------------------------ -----------------------
Signature Date
Xxxxxx Xxxxx
/s/ Xxxxxx Xxxxx December 12, 2000
------------------------ -----------------------
Signature Date
Per Redox Technology Corporation:
/s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------------------
Xxxxxxx X. Xxxxxxxxx--Authorized Signatory
Date: 12-18-2000
SEAL
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