_________________
License Agreement
_________________
this agreement made this 2nd day of January, 1997
between:
Southern Ventures, Inc.
15000 Hyw. 00 Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
(hereinafter called the 'Licensee')
of the first part and
National Synfuels, Inc.
0000 - 000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
Xxxxxx
(hereinafter called 'Licenser')
of the second part
WHEREAS the Licenser is engaged in the research, development
and manufacture of certain commercial and industrial equipment
(herein called the 'Equipment') and processes for, inter alia,
the production of chemicals from carbonaceous materials;
AND WHEREAS the Licenser in the course of its operations has
obtained 'know how', patents, developed secret processes and
formulae for the manufacture and operation of the Equipment and
has acquired technical data consisting principally of reports,
drawings, specifications, blueprints and written descriptions of
manufacturing processes for the Equipment (all of which is
hereinafter called the 'Licensed Processes') and is willing to
grant the right to use said Licensed Processes within the
Licensed Area.
AND WHEREAS the Licensee desires to engage in the manufacture
and use of the Equipment in the Licensed Area.
AND WHEREAS the Licensee desires to acquire the aforesaid right
to use said Licensed Processes belonging to the Licenser in a
Licensed Area;
NOW THEREFORE the parties hereto mutually covenant and agree as
follows:
1. Definitions
As used in this agreement, the following terms shall have the
following definitions unless the context clearly requires
otherwise:
a) 'Licensed Area' means the Chemical Synthesis Unit (CSU)
situated at 'All Southern Ventures, Inc. Projects,' based on
patent #4,385,905 'Gasification of Solid Carbonaceous Fuels' or
modifications thereof as required by the Licencee for
implementation of its projects.
b) 'Licensed Processes' means the Licenser's manufacturing
processes and systems for producing and assembling the Equipment
developed or acquired by the Licenser prior to the date of this
agreement and any information either written or oral which could
reasonably be construed as relating thereto.
c) 'Licensed Processes' means any and all Equipment or systems
produced under any Licensed Process.
2. Secret Processes
a) Licenser hereby grants to Licensee the exclusive and
perpetual right to manufacture and use the Licensed Processes
within a Licensed Area. The Licensed Processes shall be
transferred to the Licensee as soon as possible after the date
of this agreement; such transfer to be completed not later than
ninety (90) days from the date of this agreement, in the form of
reports, drawings, designs, specification, blueprints and
written descriptions of manufacturing processes which will be
delivered to Licensee.
b) By such grant, Licensee agrees not to disclose the Licensed
Processes to any one else for any use whatsoever. By such
grant, Licenser shall have the exclusive right to prevent the
unauthorized use of the Licensed Processes and the unauthorized
use and sale of the Licensed Processes in any Licensed Area.
c) Licenser shall furnish in good faith the data and other
material sufficient to transfer the Licensed Processes covered
by this agreement. Licenser warrants that the processes,
formulae, technical data and know how will be sufficient and
suitable for the production of the equipment to a quality
comparable to the quality now produced by the Licenser, provided
that Licensee at all times conforms strictly with the processes,
formulae, technical data and 'know how' transferred to it by
Licenser and provided that Licensee at all times installs and
uses the Equipment required and purchases and uses the raw
materials the standard of quality required.
d) The rights and license herein granted shall include the right
to grant sub-licenses thereunder with minimum covenants and
restrictions defined herein.
e) Nothing contained in this paragraph shall be construed to
grant to Licensee any right to use the Licensed Processes or to
use or sell the Licensed Processes outside any Licensed Area.
f) Licenser agrees to disclose to Licensee all developments or
improvements of the Licensed Processes that Licenser may develop
or acquire during the term of this agreement. Licensee agrees
to disclose to Licenser all technical data and information
relating to any and all developments or improvements of the
Licensed Processes that Licensee may develop or acquire during
the term of this agreement.
3. License Fee and Royalty
As consideration for the rights granted hereunder, the Licensee
shall pay to Licenser a license fee of Four Thousand Seven
Hundred an Fifty Dollars ($4,750.00) for the right to an
unlimited number of Licensed Areas as defined in Paragraph 1.(a)
plus a Royalty Fee of Two Dollars ($2.00) per ton of material
processed for each Licensed Area.
4. Term
Unless otherwise terminated as herein set out, the term of this
Agreement shall be twenty (20) years from the date of this
Agreement or such other date as the parties shall mutually agree
at which time this Agreement shall terminate.
5. Disclosure
Licensee agrees not to disclose, and to use its best efforts,
and to take all actions necessary, to prevent its employees and
suppliers from disclosing the Licensed Processes or any
information relating thereto transferred under this agreement to
any person, firm, corporation or other business entity unless
and until Licensee has obtained the prior written approval of
Licenser and upon request, will execute a Secrecy Agreement with
Licenser.
6. Indemnity
Licensee shall hold Licenser free from any liability or
responsibility in connection with claims of any persons caused
by or arising from any defect in or failure of any products
manufactured by Licensee under the Licensed Processes covered by
this agreement. Licensee further agrees to reimburse Licenser
for any claims paid by Licenser in good faith under order of any
court to any person with respect to the products manufactured by
Licensee under the Licensed Processes covered by this agreement.
7. Cancellation
a) Licenser shall have the right to cancel this agreement :
(i) for breach or default of any of its provisions if Licensee
fails to remedy such breach or default within thirty (30) days
after Licensee has received notice from Licenser, specifically
pointing out the nature of such breach or default, or
(ii) in the event that Southern Ventures, Inc. or its
subsidiaries, or any sub-licensee no longer retains control of
the Plant Operating Agreement for any CSU.
b) Any notification required or permitted herein shall be
accomplished by registered letter with return receipt. The date
stamped by the Post Office Administration on the return receipt
of the registered letter will be legally considered to attest
the fact in case of controversies and shall be deemed to have
been received within seven (7) days thereafter. Notices shall
be sent to the Licenser and to the Licensee at the addresses
herein before set out or to such other addresses as either party
may notify to the other. If a party changes its address, notice
thereof must be given in writing to the other party.
c) The failure of a party to give notice in writing to the
other party or non fulfillment of any term or condition of this
agreement shall not constitute a waiver thereof, nor shall the
waiver in writing of any breach or non fulfillment of any term
or condition of this agreement constitute a waiver of any other
breach or non fulfillment of that or any other term or condition
of this agreement.
8. Reversion of Rights
a) In the event
(i) of the cancellation of this agreement as provide for herein, or
(ii) of the expropriation or nationalization of the operations
of the Licensee, or
(iii) of the filing of a petition of bankruptcy or insolvency
by the Licensee, or the appointment of a receiver for
substantially all of the property of the Licensee, or
(iv) that Southern Ventures, Inc. or one of its subsidiaries,
or any sub-licensee no longer retains control of the Plant
Operating Agreement for any CSU, or
(v) that any of the primary equipment of any plant is seized or
falls into the hands of a third party,
all properties, including all rights, titles and interests
granted by Licenser to Licensee under the terms of this
agreement shall immediately revert to Licenser.
b) In the circumstances of any reversion as set forth in
subparagraph (a) above, Licensee agrees to forbear from using
the Licensed Processes immediately upon receiving notice thereof
from Licenser. Licensee further agrees that said forbearance
from the use and exploitation of the Licensed Processes shall be
binding upon its successors and assigns.
9. Arbitration
Unless otherwise settled by the parties, all disputes,
controversies or differences which may arise between the parties
out of or in relation to or in connection with this agreement
shall be finally settled by arbitration pursuant to the
appropriate arbitration legislation of the Licensed Area.
10. Miscellaneous
a) Nothing contained herein or done hereunder shall be construed
as constituting either party the agent of the other in any sense
of the word whatsoever.
b) This agreement contains the entire agreement between the
parties and no representations, inducements or agreements, oral
or otherwise, not embodied herein shall have any force or effect.
e) Any agreement hereafter made shall be ineffective to change,
modify, add or discharge in whole or in part, the obligations
and duties under this agreement unless such agreement is in
writing and signed by each party hereto.
f) Time shall be of the essence of this agreement and every part
thereof.
g) The validity of any particular provision of this agreement
shall not affect any of the provisions thereof, but the
agreement shall be construed as if such invalid provisions were
omitted.
h) This agreement shall be binding upon and inure to the benefit
of the parties hereto, for themselves and their legal personal
representatives, successors and assigns.
in witness whereof the parties hereto have executed these
presents.
Southern Ventures, Inc.
"Xxxxx Xxxxxx" "W. Xxxxxxxx Xxxx"
_____________________________ by ___________________________
Witness Licensee
National Synfuels, Inc.
"Xxxxx Xxxxxx" "Xxxxxx X. Xxxxxx"
_____________________________ by ___________________________
Witness Licenser
