LICENSE AGREEMENT AND CONTRACT
This License Agreement (the "Agreement") is made between Nice Goods Inc.
(referred to as "Licensee") 0000 Xxxxxxx Xxxxxx, Xxxxx, XX 00000, and Sports
Tack Inc. (referred to as "Licensor") 00000 XX. Xxxxxxx Xxx, Xxxxxxxx, XX 00000.
Licensor and Licensee shall be collectively referred to as "the parties"
Licensor is the owner of certain proprietary rights to an invention referred to
as the Quick Attachment/ Release Binding. Licensee desires to license certain
rights in the invention(s). Therefore the parties agree as follows:
1) THE PROPERTY
The "Property" refers to the invention described in a U.S. Patent Application
and is registered as Disclosure Document No. # 6024375 at the United States
Patent Office in Washington D.C.
The "Property" refers to all inventions described in this document and Patent
application and to all other proprietary rights, including but not limited to
copyrights, trade secrets, formulas, research data, know how and Specifications
related to the invention commonly known as the Quick Attachment/ Release Binding
system as well as any trademark rights and associated good will. This includes
all alternative embodiments list in the patent application.
2) GRANT OF RIGHTS
Licensor grants to licensee an Exclusive License to make use and sell the
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property solely in association with the manufacture, sale, use, promotion or
distribution of the Licensed Products. The Exclusive License covers all the two
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market areas of Wakeboarding and Kiteboarding. Licensor agrees not to license
any other product into the markets stated that are confusingly or substantially
similar.
3) SUBLICENSE
Licensee may sublicense the rights granted pursuant to this agreement provided,
Licensor receives such revenue or royalty payment as provided in the Payment
Section below.
4) TERRITORY
The rights granted to Licensee are not limited (Global). Licensee will not make,
use or sell the Licensed Products or any products, which are confusingly similar
to the Licensed Products in any country and markets that are listed in the Grant
of Rights outside the Territory and will not knowingly sell the Licensed
Products to persons who intend to resell them in a country outside the
Territory.
5) TERM
This Agreement shall commence upon the latest signature date, (the "Effective
Date") and shall extend to the date of September 22, 2003 (the "Initial Term").
Following the Initial Term, this agreement may be renewed by Licensor under the
same terms and conditions for up to four consecutive two-year periods. (The
"Renewal Terms") This agreement requires that Licensor provide written notice of
his intention to renew this agreement within thirty day before the expiration of
the current term. In no event shall the Agreement extend longer than the date of
expiration of the patent listed in the definition of the Property.
This agreement shall commence upon the Effective date and shall continue as long
as licensee continues to offer the licensed Product in commercially reasonable
and stated minimum quantities, "9) Minimum sale requirement" for each season, or
unless sooner terminated pursuant to a provision of this agreement.
6) ROYALTIES
All royalties ("Royalties") provided for under this Agreement shall accrue when
the respective items are sold, shipped, distributed, billed or paid for,
whichever occurs first. Royalties shall also be paid by the Licensee to Licensor
on all items, even if not billed (including, but not limited to introductory
offers, samples, promotions, or distributions) to individuals or companies which
are affiliated with, associated with or subsidiaries of Licensee.
7) UNIT SALES
Defined in sets, (1 pair) equals one unit, sold in any form with the QUICK
ATTACHMENT / RELEASE BINDING.
8) LICENSED PRODUCT ROYALTIES
Licensee agrees to pay Five dollars, "$5.00" for all units produced and sold
through the Licensee.
9) MINIMUM SALE REQUIREMENT
Licensee agrees to do the best in promoting and selling of the Product. Licensee
agrees to pay Licensor a minimum for the first year of 600 units paid royalties,
starting in the first Wake and Kite season ending September 22, 2002. The second
season will be at least 800 units minimum ending September 22, 2003. The minimum
for the option to extend the license for the season 2003 - 2004 will be set at
1000 minimum. All minimum sales will be due at the end of each season.
10) PAYMENTS AND STATEMENTS TO LICENSOR
Within Thirty days after the end of each six months, an accurate statement of
net sales of Licensed Products along with any royalty payments or sublicensing
revenue due to Licensor shall be provided to Licensor, regardless of whether any
Licensed Products were sold during the Royalty Period. All payments shall be
paid in United States currency drawn on a United States bank.
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11) AUDIT
Licensee shall keep accurate books of account and covering all transactions
relating to the license granted in this Agreement, and Licensor or its duly
authorized representatives shall have the right upon Thirty days prior written
notice, and during normal business hours, to inspect and audit Licensee's
records relating to the property licensed under this Agreement. Licensor shall
bear the cost of such inspection and audit, unless the results indicate an
underpayment greater than $3000 for any six-month period. In that case, Licensee
shall promptly reimburse Licensor for all costs of the audit along with the
amount due with interest on such sums. All books of account and records shall
be made available in the United States and kept available for at least two years
after the termination of this Agreement
12) LATE PAYMENT
Time is of the essence with respect to all payments to be made by Licensee under
this Agreement. If Licensee is late in any payment provided for in this
Agreement, Licensee shall pay interest on the payment from the date due until
paid at a rate of 1.0% per month.
13) LICENSEE WARRANTIES
Licensee warrants that it will use its best commercial efforts to market the
Licensed Products and that their sale and marketing shall be in conformance with
all applicable laws and regulation, including but not limited to all
intellectual property laws. Licensee will advertise and promote the Quick
Attachment/ Release Binding in two Exclusive License market areas that the Grant
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of Rights subscribes, Wakeboarding and Kiteboarding.
14) LIMITATION OF LICENSOR LIABILITY
Licensor's maximum liability to Licensee under this agreement, regardless on
what basis liability is asserted, shall in no event exceed the total amount paid
to Licensor under this Agreement. Licensor shall nor be liable to Licensee for
any incidental, consequential, punitive or special damages.
15) INTELLECTUAL PROPERTY PROTECTION
Licensor may, but is not obligated to seek, in its own name and at its own
expense, appropriate patent, trademark or copyright protection for the Property.
16) COMPLIANCE WITH INTELLECTUAL PROPERTY LAWS
The license granted in the Agreement is conditioned on Licensee's compliance
with the provisions of the intellectual property laws of the United States.
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17) INFRINGEMENT AGAINST THIRD PARTIES
In the event that either party learns of imitations or infringements of the
Property or Licensed Products, that party shall notify the other in writing of
the infringements or imitations. Licensor shall have the right to commence
lawsuits against third persons arising from infringement of the Property or
Licensed Products. In the event that Licensor does not commence a lawsuit
against an alleged infringer within sixty days of notification by Licensee,
Licensee may terminate this agreement with-in 30 days.
18) CONFIDENTIALITY
Therefore, the parties acknowledge that each may be furnished or have access to
confidential information that relates to each other's business (the
"Confidential Information"). In the event that Confidential Information is in
written form, the disclosing party shall label or stamp the materials with the
word "Confidential" or some similar warning. In the event that Confidential
Information is transmitted orally, the disclosing party shall promptly provide a
writing indicating that such oral communication constituted Confidential
Information. The parties agree to maintain the Confidential Information in
strictest confidence for the sole and exclusive benefit of the other party and
to restrict access to such Confidential Information to persons bound by this
Agreement, only on a need-to-know basis.
Party, without prior written approval of the other, shall neither use or
otherwise disclose to others, or permit the use by other of the Confidential
Information.
19) TERMINATION
This Agreement terminates on September 22, 2003, unless renewed by Licensor
under the terms and conditions as provided in the Term Section of this
Agreement.
Licensor shall have the right to terminate this Agreement for the following
reasons:
(a) Licensee fails to pay Royalties when duo or fails to accurately report Net
Sales, as defined in the Payment Section of this Agreement, and such failure is
not cured within thirty days after written notice from the Licensor
(b) Licensee fails to introduce the product in a reasonable amount of time
(c) Licensee fails to maintain confidentiality regarding Licensor's trade
secrets and other information
(d) (17) Infringement against Third Parties
20) EFFECT OF TERMINATION
Upon termination of this Agreement, all Royalty obligations as established in
the Payments Section shall immediately become due. After the termination of this
license, all rights granted to Licensee under this Agreement shall terminate and
incorporates the Property. Within thirty days after termination, Licensee shall
deliver to Licensor a statement indicating the number and description of the
Licensed Products, which it had on hand or is in the process of manufacturing as
of the termination date. Licensee may dispose of the Licensed Products covered
by this Agreement for a period of Twelve months after termination or expiration.
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Licensee shall furnish a royalty payment and statement as required under the
Payment Section. Upon termination, Licensee deliver to licensor all tooling,
dies, and molds used in the manufacture of the Licensed Products. Licensor shall
bear the costs of the die's, tools and shipping for the tooling and molds.
21) DISPUTE RESOLUTION
The Parties agree that every dispute or difference between them, arising under
this Agreement, shall be settled first by a meeting of the Parties attempting to
confer and resolve the dispute in a good faith manner. If the Parties cannot
resolve their dispute after conferring, either Party may require the other
Parties to submit the matter to non-binding mediation, utilizing the services of
an impartial professional mediator approved by all Parties. If the Parties
cannot come to an agreement following mediation, the Parties agree to submit the
matter to binding arbitration in a neutral location. The arbitration shall be
conducted on a confidential basis pursuant to the Commercial Arbitration
statues.
22) RULES OF THE AMERICAN ARBITRATION ASSOCIATION
Any decision or award as a result of any such arbitration proceeding shall
include the assessment of costs, expenses and reasonable attorney's fees and
shall include a written record of the proceedings and a written determination of
the arbitrators.
Absent an agreement to the contrary, any such arbitration shall be conducted by
an attorney experienced in intellectual property law. The Parties reserve the
right to object to any individual who shall be employed by or affiliated with a
competing organization or entity. In the event of any such dispute or
difference, either Party may give to the other notice requiring that the matter
be settled by arbitration. An award of arbitration shall be final and binding
on the Parties and may be confirmed in a court of competent jurisdiction
including Idaho and Nevada.
23) WAIVER
The failure to exercise any right provided in this Agreement shall not be a
waiver of prior or subsequent rights.
24) INVALIDITY
If any provision of this Agreement is invalid under applicable statute or rule
of law, it is to be considered omitted and the remaining provisions of this
Agreement shall in no way be affected.
25) ENTIRE UNDERSTANDING
This Agreement expresses the complete understanding of the parties and
supersedes all prior representations, agreements and understandings, whether
written or oral. This Agreement may not be altered except by a written document
signed by both parties.
26) ATTACHMENTS & EXHIBITS
The parties agree and acknowledge that all attachments, exhibits and schedules
referred to in this Agreement are incorporated in this Agreement by reference.
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27) NOTICES
Any notice or communication required or permitted to be given under this
Agreement shall be sufficiently given when received by certified mail, or sent
by facsimile transmission or overnight courier.
28) NO JOINT VENTURE
Nothing contained in this Agreement shall be construed to place the parties in
the relationship of agent, employee, franchisee, officer, partner or joint
ventures. Neither party may create or assume any obligation on behalf of the
other.
29) ASSIGN ABILITY
Licensee may not assign or transfer its rights or obligations pursuant to this
Agreement without the prior written consent of Licensor. Any assignment or
transfer in violation of this section shall be void.
30) ASSISTANCE AND PRODUCT CONSULTANCY
Licensor agrees to assist Licensee on the product development of the QUICK
ATTACHMENT/ RELEASE BINDING and to supply Licensee with cad drawings, working
prototypes, and retrofitting instructions for Licensor product. Licensor will
approve and test finial production samples to assure accurate compliance.
EACH PARTY HAS SIGNED THIS AGREEMENT THROUGH ITS AUTHORIZED REPRESENTATIVE.
The parties, having read this Agreement, indicate their consent to the terms and
Conditions by their signature below.
/s/ Xxxx X. Xxxxxxx
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Licensor Name: Sports Tack, Inc., a Nevada Corporation
Date: 4-16-01 Effective Date
Nice Goods, Inc., an Idaho Corporation
By: /s/ Xxxxx Xxxxxxxx
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It's President
Date: 4-22-01 Effective Date
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