LICENSE AGREEMENT
-----------------
THIS AGREEMENT made as of the 15th Day of October, 0000
XXXXXXX:
XXXXXXX XXXXXXX XXXXXX XXXXXXXXXXX
(xx Xxxxxxx, Xxxxxx company)
000 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx, Xxxxxx M51-1 2G4
(hereinafter referred to as "Licensor")
OF THE FIRST PART
AND:
DIGITAL SERVANT CORPORATION
(a Nevada corporation)
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
(hereinafter referred to as "Licensee")
OF THE SECOND PART
WHEREAS:
1. The Licensor is the exclusive worldwide rights holder, manufacturer and
distributor of The "Digital Servant" system, a personal e-commerce network
centered on the individual, which is, accessible only through a secure and
personalized web site interface ("Digital Servant" is a trademark registration).
The company intends to become the main conduit for consumer e-commerce by
linking the human consumer by way of an avatar agent interface into a secure
network that can supply, sell, service and support the products and services
sold within it. The "Digital Servant" technology is currently proprietary but
the Licensor plans to apply for certain patents. The product(s) may have line
extensions to include but not limited to further advancement and improvements of
the corporation's "Digital Servant" network, this includes improvements in
storage, personal tendering applications, communications, and other related
applications which improve the overall capability of the corporation's "Digital
Servant" network. This product is known as "Digital Servant" in North America.
The Product is deemed to be manufactured in Canada. This assisted communications
system is a proprietary product as well as the applicable marketing materials
associated with the product. This product, including variations,., improvements
and product line extensions is hereinafter referred to as the "Product".
2. The Licensor's assisted communications system, with all improvements thereto
made by the Licensor from time to time during the term of this agreement, shall
be considered as the "Product". The Product is packaged and distributed under
the trade name "Digital Servant". The Product is proprietary and is
distinguished by distinctive communications technology developed by the
Licensor.
(1)
3. The Licensor owns the worldwide manufacturing, marketing and distribution
rights to the Product along with the various promotional literature and Product
information suitable for use in the world marketplace.
4. The Licensee is desirous of obtaining the exclusive Xxxxx Xxxxxxxx (Xxxxxx
Xxxxxx, Xxxxxx and Mexico) marketing and distribution rights and may sub-license
various territories to suitable sub-licensees. The Licensee will have the
exclusive North American rights to market and distribute the Product.
The sub-licensees will have the assigned rights to market and distribute the
Product within a specific territory. The Licensor reserves the right to approve
the various trade names, logos, etc, as may be deemed appropriate. The Licensor
hereby warrants that the Licensor has not registered any other trade names for
the Licensee other than "Digital Servant".
5. The Licensor is hereby granting the North American marketing and distribution
rights by the terms and conditions more particularly herein described.
NOW THEREFORE THIS AGREEMENT WITNESSED that in consideration of the mutual
covenants and premises contained herein, and other good and valuable
consideration (the receipt, adequacy and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
TERMS AND CONDITIONS:
1. The Licensor warrants that it is the possessor and exclusive manufacturing,
marketing and distribution rights of the Product and all improvements thereof,
and is rightfully and absolutely possessed of, and entitled to, the worldwide
manufacturing, marketing and distribution rights of the Product, and further
warrants that such exclusive rights or any portion thereof are fully assignable
and the Licensor has the right to grant or assign the license as set forth
herein.
2. The Licensor hereby grants and assigns to the Licensee, the North American
manufacturing, marketing and distribution rights in consideration for 4,115,000
common non-assessable shares of stock of the Licensee's share capital issued to
the Licensor or designee. The Licensee agrees to pay to the Licensor a
continuing 2% royalty, which is based on gross sales, exclusive of any local,
state or federal taxes, or sales commissions or predetermined promotional costs.
3. The Licensor does hereby warrant and agrees that:
a) the Licensee and Sub-Licensees may manufacture, market and distribute
the Product in North America, or in the case of a Sub-Licensee within
the Territory, in finished (saleable) form, and mass distribute within
the territory.
(2)
b) the Licensee and Sub-Licensees (if any) shall be appraised of all
improvements and amendments to the product line.
c) the Licensee and Sub-Licensees must conduct ethical business practice
with respect to advertising, credit arrangements, sub-distributor
agreements, sales contracts, and in all other phases of marketing and
distributing the Product in the normal course of business.
4. The License Agreement hereby granted shall continue in existence until
terminated, PROVIDED that this Agreement may not be terminated except as
follows:
a) Upon mutual written consent of the parties hereto;
b) At the option of the Licensor if the Licensee defaults or fails to
perform any of the Licensee's obligations under this Agreement and/or
fails to cure any such default or take all reasonable steps to do so
within sixty (60) days after written notice thereof has been given by
the Licensor to the Licensee.
c) At the option of the Licensor:
i) If the Licensee becomes insolvent.
ii) If a receiver is appointed to take possession of the
Licensee's business or property or any part thereof.
iii) If the Licensee shall make a general assignment for the
benefit of creditors.
d) At the option of the Licensee if the Licensor defaults or fails to
perform any of their assigned obligations under this Agreement and
shall fail to cure any such default or take all reasonable steps to do
so within sixty (60) days after written notice thereof has been given
to the Licensor by the Licensee. At all times, the Licensor must be
able to produce the Product and deliver to the Licensee's marketplace.
5. Should the Licensee not be able to obtain product from the Licensor within a
reasonable period of time, the Licensee may choose to make arrangements with a
contract manufacturer to continue with the flow of Product distribution. If the
Licensor fails to provide the Product to the Licensee and their customers within
45 days of a valid purchase order, the Licensee may then call upon the Licensor
to disclose the manufacturing techniques to provide the protection to keep the
Licensee's clients by having the ability to delivering Product. Should the
Licensor be able to resume manufacturing product on a viable basis, the Licensee
must return to the Licensor for Product supply.
6. The Licensor and Licensee provide and warrant that all Product delivered to
the marketplace shall be free from defects in quality, workmanship and/or
materials and as delivered and manufactured by the Licensor. In the event that
any Product is found defective in quality, workmanship and/or materials, the
responsible party shall have sixty days to correct the defective product line.
7. This Agreement provides that upon receipt of a valid purchase order from a
distributor or direct customer, the Licensee shall proceed with all due
diligence and shall use its best efforts to order the Product from the Licensor
and distribute the Product.
(3)
8. This Agreement provides that the rights and privileges granted to the
Licensee, under the terms & conditions of this Agreement, shall apply to any
improved version of the Product and that the Licensor shall be expedient in the
notification of any and all such improvements of the Product to the Licensee.
Further, the Licensee shall be entitled to market any and all improvements and
any additional Product(s) developed by the Licensor under the same terms and
conditions as described herein for original products.
9. The parties hereto agree to use their best efforts to carry out the
provisions of this License Agreement, but in the event of accidents, fires,
delays in manufacturing, delays of carriers and government actions, acts of God,
state of war, or any other cause beyond the control of either party, neither
party shall be required to perform, nor shall the delay, non performance or
other default resulting from or contributed to by any of the above reasons give
either party the right to terminate this Agreement. The parties hereto agree
that time for performance be extended to allow for the delay resulting from
circumstances and events.
10. The Licensor and Licensee agree that they will, at their sole expense,
either directly or by their agents, take whatever steps necessary to protect the
proprietary nature of the Product and the trade name "Digital Servant", or any
subsequent trade names of the Product.
11. This Agreement provides that the Licensor will take all reasonable steps to
preserve and protect the Product to the best of its ability and to protect, all
trade secrets and proprietary information contained herein and agrees that the
quality and standards of the Product shall be maintained in accordance with the
highest specifications.
12. The Licensee hereby accepts the rights to mass market the Product and to use
its best efforts and to take all reasonable actions to promote customer interest
and effect the sale of the Product.
13. The Licensee's plan of marketing the Product shall be conducive to high
advertising and distributing standards.
14. The Licensee shall have the right to appoint and sub-license distributors
and/or sales agents within the Territory to market the Product. Said
distributors and/or sales agents will be appointed at the sole discretion of the
Licensee and such agents and/or distributors shall be responsible only to the
Licensee. The Licensee is responsible to the Licensor.
15. The Licensee herein undertakes that all advertising material conform to
local and federal statutory advertising regulations and to operate within and
conform to Territorial laws.
(4)
16. This Agreement provides that the Licensor will provide the Licensee with any
and all literature which it may, from time to time, have in its possession with
respect to the promotion and use of the Product.
17. The Licensee shall be responsible for arranging, at the Licensee's
discretion and cost, all of the advertising and other promotional endeavors
within the Territory and shall be solely responsible for same.
18. In the event that either party hereto shall deem the other party to be in
default of this Agreement, the one party shall give to the other party written
notice of such default and the other party shall have sixty days from the date
of such notice to remedy such default, or to institute a bona fide proceeding to
remedy such default.
19. This Agreement contains the entire agreement between the parties and no
representations, inducements or agreements, oral and/or otherwise, not embodied
herein, shall have any force or effect.
20. Should any legal dispute arise on the TERMS AND CONDITIONS of this
Agreement, the parties hereto agree to the venue of the State of Nevada, and its
applicable laws for any and all disputes.
THE FOLLOWING DO HEREBY AFFIX THEIR SEALS AND SIGNATURES:
-------------------------------------------
DIGITAL SERVANT CANADA CORPORATION
by Xxxxx Xxxxxxxx, Vice-President, Director
LICENSOR
-------------------------------------------
DIGITAL SERVANT CORPORATION
by Xxxxx Xxxxxxx, President
LICENSEE
