__________________________________
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" by "X. X. Xxxx"
Witness Licensee
National Synfuels, Inc.
"Xxxxx Xxxxxx" by
"Xxxxxx Xxxxxx"
Witness Licenser
