CONTINUATION OF
EXCLUSIVE LICENCE AGREEMENT
BETWEEN
DURISOL RESOURCE INC.
AND
XXXXX-MIDLAND CORPORATION
THIS AGREEMENT is made on the 1st day of January 1999
BETWEEN: DURISOL RESOURCE INC.,
00 Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxx, Xxxxxx
X0X 0X0
hereinafter referred to as ('the Licensor') of the one part
and Xxxxx-Midland Corporation
X.X. Xxx 000
Xxxxxxx, Xxxxxxxx 00000
XXX
hereinafter referred to as ('the Licensee') of the second part.
WHEREAS
By an Agreement dated January 20, 1990, DURISOL INTERNATIONAL CORP. has granted
an Exclusive Licence to the Licensor for the Patents, Know-How and technology
owned by Durisol International Corp. in relation to the manufacturing process
for producing the Wood Concrete and lightweight concrete described in Schedule 1
hereto ('the Durisol process').
The Licensor granted an Exclusive Sub-Licence ending January 22, 1999 for a
Field of Use in the Territory for all the Patents and Know-How licensed to the
Licensor by Durisol International Corp. along with certain ancillary rights as
set out herein to the Licensee in return for the licence fee and royalties
payable as set out herein;
The Licensor wishes to extend the Exclusive Sub-License for a further five year
period under the same conditions set out for the previous three years ending
January 22, 1999, except for the minor modifications set out in clauses 1.2,
1.10, 1.11, 2.1, 4, 6.1, 6.2, 11, 17, Schedule 2, Schedule 3.
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NOW THEREFORE IT HAS BEEN AGREED as follows:
1. DEFINITIONS
1.1 'The Territory' means the States of Virginia, and The District of
Columbia.
1.2 'The Field of Use' means the use of the Patents and the Know-How in
the construction of transportation and outdoor applications in the
Territory, specifically excluding Durisol facade panels, floor forms,
etc.
1.3 'The Patents' means all or any of the Patent(s) in relation to the
Durisol Products or the Invention granted to anyone in the Durisol
Group during the life of this Agreement and not limited to those
patents in existence at the date hereof, short particulars of which
are set out in Schedule 3 hereto.
1.4 'The Durisol Group' means Durisol International Corp., any or all of
the licensee(s) of the Patents, Know-How and/or the Invention, or the
Licensor and/or any of the aforementioned entities, officers,
directors, shareholders, agents, associates or nominees.
1.5 'The Know-How' means all information, knowledge, experience, formulae,
data processes drawings and designs howsoever or wheresoever arising
concerning the Patents, the Durisol Products and/or the Invention in
the possession, custody or control of the Durisol Group; including
also the results of all tests (and results) on the Durisol Products in
the possession or under the control of the Licensor or any member of
the Durisol Group ("The Test Data");
1.6 'The Invention' means the Patents, the Know-How, The Durisol Process
and all aspects of the manufacture of the Durisol Products including
without limitations:
1.6.1 The composition of the Durisol Products, raw materials,
auxiliary materials, and binders actually in use in the Durisol
Factories around the world or in any other factory or facility
licensed by Durisol International Corp. as well as basic
materials not yet utilized on an industrial scale, but tested
in the laboratory, for example raw materials such as vegetable
substances of various kinds and shapes, including wood from
European, North American, Mexican, South American and other
origins broken down in various ways, and the corresponding
treatment for mineralization and for compatibility with cement
or similar binders or similar materials.
1.6.2 The arrangement of the factory and the nature of the
manufacturing equipment for the manufacture of the Durisol
Products;
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1.6.3 Applications worldwide in which Durisol Products are used as an
ingredient or in which the method of manufacturing Durisol
Products are used.
1.6.4 The Durisol Products at present on the market as well as those
designed and developed but no longer marketed or not yet
exploited.
1.7 'Improvement' means:
(i) any invention developed or acquired with free right of disposal
by any member of the Durisol Group and used commercially by any
member of the Durisol Group during the life of this Agreement
the use of which in the Territory without a licence under any
patent or patent application would be an infringement thereof;
and/or
(ii) any change in the invention and/or the Durisol Products which
has been developed or acquired with free rights of disposal by
any member of the Durisol Group and used commercially by any
member of the Durisol Group during the life of this Agreement
which makes the Invention and/or the Durisol Products more
efficient or adaptable or enables the Invention to be
manufactured marketed or sold more cheaply or efficiently.
PROVIDED THAT where the context so admits, 'improvement' shall
include any invention or change in the Invention and/or the
Durisol Products made, developed or acquired by the Licensee or
any sub-licensee.
1.8 'The Durisol Products' means all or any of the Products currently made
or developed for use in the future which apply to the Field of Use.
1.9 'The Head Licence Agreement' means the Licence Agreement dated January
20, 1990 and made between Durisol International Corp. and the
Licensor.
1.10 'The Consent Agreement' means the Agreement between Durisol
International Corp. and the Licensor made the 31st day of December
1998 whereby Durisol International Corp. approves of the terms and
provisions of the Agreement.
1.11 'The Effective Date of the Agreement' means the date on which this
Agreement is made as indicated on Page 1 of this agreement.
1.12 'Exclusive' means in respect of a licence or right granted hereunder
that the grantor may not itself exercise that licence or right and may
not authorize any other person to use or assign that licence or right.
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1.13 'Person(s)' includes any person firm or company or group of persons or
unincorporated body.
1.14 'The Parties' means the Licensor and Licensee.
1.15 'Quarter Year' and 'Quarter' shall mean the three month period ending
on 31 March, 30 June, 30 September and 31 December in each year.
1.16 The singular includes the plural and vice versa where the context so
admits or requires and references to 'the Licensor' or 'the Licensee'
shall include their respective employees and agents.
2. WARRANTIES BY THE PARTIES
A. The Licensor hereby warrants and declares that:
2.1 There are no outstanding assignments, licences, obligations, charges
or agreements either written oral or implied and either valid or
invalid which are made under the Head Licence Agreement or whatsoever
which are inconsistent with this Agreement;
2.2 To the best of its knowledge and belief:
1) the Invention does not infringe any third party's patent or
other intellectual property right whether registerable or not
in the Territory; and
2) the use by the Licensee of the Know-How (or disclosure by the
Licensor to the Licensee of the Know-How) will not breach any
obligation of confidence or secrecy imposed by or owed to a
third party.
2.3 The disclosure or use of the Know-How will enable the Licensee or its
nominee to manufacture and market the Invention and the Durisol
Products in the Territory.
2.4 The Know-How to be disclosed to the Licensee will be a full and
complete disclosure of all the Know-How and the Test Data in its
possession custody power or control in relation to the Invention and
the Durisol Products relating to the Field of Use.
2.5 It will prosecute any patent application pending in the US Patent
Office and use its reasonable endeavours to overcome any patent
opposition or objections or official actions thereby arising.
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2.6 There is no litigation, arbitration, claim (apart from claims arising
to adjust ordinary business transactions), governmental or other
proceeding, or investigation pending, threatened or in prospect or
any basis therefore known to the Licensor against the Licensor or
affecting any of the business, properties or assets of the Licensor.
2.7 There are no licences, liens or security interests in the Territory
outstanding in respect of the rights granted herein.
2.8 It has good and marketable title to the Patents and the inventors are
the true and only inventors of the Patents.
2.9 It is not aware of any matter or prior art that would invalidate any
of the patents.
B. The Licensee warrants and declares that:
2.10 It will provide a marketing plan within three (3) months of the date
of this Agreement and update it on a regular basis and will use its
best endeavours to achieve the objectives in the marketing plan.
C. The parties hereby warrant to each other:
2.11 They have the full right power an authority to enter into and perform
this Agreement and that the signatory to this Agreement is properly
and duly authorized to sign respectively for and on behalf of each
Party.
2.12 No consent of, or declaration of filing with, any federal, state,
municipal or other governmental authority is required for the
execution, delivery or performance of this Agreement or any part of
it.
2.13 No consent of any party to any contract, agreement, lease, licence, or
other instrument to which the Licensor or the Licensee is a party or
to which any of their respective properties or assets are subject is
required for the execution, delivery or performance of this Agreement
(except the consent of DIC under the Head Licence Agreement); and the
execution, delivery, and performance of this Agreement will not
conflict with, or (with or without the giving of notice or the passage
of time or both) entitle any party to terminate or call a default
under any such contract, agreement, lease, licence or other instrument
or contravene any provision of the Articles of Incorporation or
by-laws of any of the parties, or conflict with or result in a breach
of any law, order of judgment, decree or regulation binding on any of
the parties, or to which any of its properties or assets are subject.
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2.14 The representations and warranties made by the Parties under this
Agreement are made as of the Effective Date of this Agreement and
cover all conduct of the Parties and those persons signing on
behalf of them up to that date.
3. GRAND CLAUSE
3.1 The Licensor hereby grants to the Licensee an Exclusive Licence
under the Patents to make use sell and deal in the Invention and
the Durisol Products in the Territory and in the Field of Use on
the terms and conditions of this Agreement provided that this
Licence shall be deemed to be a Licence under any and all
patent(s) in relation to the Invention granted to any member of
the Durisol Group during the life of this Agreement.
3.2 The Licensor hereby grants to the Licensee the exclusive right to
use develop and exploit the Know-How for the Invention and
the Improvements in the Territory and in the Fields of Use on the
terms and conditions of this Agreement.
3.3 The Licensee is hereby granted a non-exclusive right to use in
the Territory the USA Registered Trademark 'Durisol' (Number
440,075) in the ownership of DIC.
4. PROVIDED FURTHER THAT nothing in this Agreement shall entitle the Licensee
to exercise the rights granted outside the Territory without the prior
consent of the Licensor and the Licensee shall refrain from all activity
connected with Durisol Products and the Invention outside the Territory and
shall not without prior consent of the Licensor, either directly or
indirectly, offer, sell or deliver any of the Durisol Products outside the
Territory.
5. RESPONSIBILITIES OF THE LICENSEE
SMC shall actively and exclusively promote the sale and use of Durisol for
absorptive Noise Barriers and shall be responsible under the License to
provide:
(a) All plant, equipment and forms necessary to manufacture Durisol
Products in sufficient quantities to satisfy the orders achieved
in the Territory without recourse to importing Durisol Products
from the Licensor's facilities in Canada or elsewhere;
(b) The sales force for marketing and selling Durisol Products in the
Territory;
(c) Local advertising and promotion;
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(d) All information required in obtaining state and local approvals,
including all required testing not presently completed or in
progress; and
(e) To manufacture Durisol Products in strict compliance with the
standards established by DRI with respect to component materials,
mix designs and placement, compaction and curing.
6. FEES AND ROYALTIES
6.1 LUMP SUM ROYALTY
The Licensee paid to the Licensor a lump sum for the transfer of the
Know-How hereunder of US $25,000 (twenty five thousand) paid in
installments.
6.2 ROYALTY FEE BASED ON SALES
6.2.1 The Licensee agrees to pay to the Licensor Royalties calculated
in accordance with Schedule 2 hereof ('the Royalty') provided
that the Licensee shall pay a minimum royalty as follows:
(a) in the year ending 31 December 1999, US $25,000 (twenty five
thousand US Dollars), and
(b) in each year thereafter US $25,000 (twenty-five thousand US
Dollars) during the term of this Agreement. Royalties paid in
excess of the annual minimum in the current year and
immediate year before except as noted in Clause 6.2.1 (c)
shall be applied to the minimum requirements of the following
year. In one of the above years the minimum Royalty may be
reduced to US $12,500 (twelve thousand five hundred US
Dollars) if market conditions fail to produce the specified
minimum Royalty.
(c) Royalties due up to and including December 31, 1998 shall be
paid up in full and not be entitled to carry over to future
years.
Provided that any shortfall between the minimum royalty payable
hereunder and the Licence Fee shall be paid within 60 days after
the 31 December in any year.
6.2.2 The Licensee shall keep full and complete records showing the
basis upon which the Royalty is calculated and make available for
inspection at the Licensee's premises.
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6.2.3 At the end of each Quarter Year or as soon as possible
thereafter, the Licensee shall submit a report to the Licensor on
the amount of Durisol Products manufactured by the Licensee
and/or any sub-licensee during that Quarter Year.
6.2.4 No License Fee shall be payable to the Licensor by the Licensee
for sales made by the Licensee to persons, firms or corporations
who fail to pay the Licensee for any Durisol Products sold to
them by the Licensee, provide that the Licensee shall make all
reasonable effort to collect such accounts. The License Fee shall
be payable on a cash receipt basis.
6.2.5 The Licensee shall account for the License Fee at the end of each
Quarter Year and shall pay the License Fee to the Licensor within
60 days after that date in each quarter into a designated bank
account of the Licensor in Canada.
6.2.6 The conversion and transfer of License Fee is the sole
responsibility of the Licensee, and the Licensee's obligations
for payment of the License Fee shall cease as soon as they are
freely available for the Licensor in Canada in Canadian Dollars,
less any tax or other charges imposed in the United States of
America.
6.2.7 The Licensee shall not make any deduction from the License Fee in
respect of any claim which the Licensee alleges against the
Licensor and the Licensee shall, unless requested to do so by any
Government or other authority refrain from blocking, impounding
or obstructing payment of the Royalty or taking any measures
which would prevent the Licensor from receiving the entire and
undiminished amount of the Royalty.
7. KNOW-HOW DISCLOSURE
In consideration of the payment of US $25,000 (twenty-five thousand U.S.
Dollars) set out in Clause 6.1 hereof, the Licensor hereby agrees to
disclose to the Licensee all the Know-How and Test Data relating to the
Invention, and in consideration of the payment set out in Clauses 6.2
hereof agrees to transfer Know-How and Test Data as it arises in the
Durisol Group throughout the life of this Agreement.
8. TECHNOLOGY TRANSFER AND TRAINING
8.1 In addition to Clause 7 hereof the Licensor agrees that it will perform
the following continuing services for the benefit of the Licensee:
8.1.1 The Licensor shall provide training in Xxxxxxxx, Ontario at
Durisol Materials Limited's plant or at other locations
appropriate to the products licensed for up to four (4) engineers
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designated by the Licensee. Wages, transportation, board, room
and premiums for accident and sickness insurance of such
engineers shall be the responsibility of the Licensee. The
engineers will be trained in all aspects of Durisol Products
related to the Field of Use. The duration and location of the
training will be mutually agreed.
8.1.2 For initial mobilization of equipment and startup and thereafter
whenever the Licensee shall encounter difficulties in
establishing, maintaining or operating its plants or in producing
Durisol Products or in manufacturing Durisol Products according
to the Know-How or Patents the Licensor shall, at the request of
the Licensee, send one or more specialists to the Licensee's or
any sub-licensee's plant or plants to instruct assist and advise
the Licensee in order to meet and overcome any such difficulties
and to the extent permitted by the development of the work, to
recommend corrective measures. The travelling costs connected
with the sending of such specialists by the Licensor (including
wages) shall be borne exclusively by the Licensee. During the
entire period spent in the Licensee's Territory the Licensee
shall pay for each specialist a daily engineering fee equal to US
$500.00 (five hundred U.S. Dollars). The travel expenses and
accommodation costs paid by the Licensor in respect of the period
spent in the Licensee's Territory by such specialists shall be
repaid by the Licensee. For the sake of simplicity the accounting
shall be done at the end of each month.
8.1.3 The Licensor shall, at the Licensee's request, prepare or check
the Licensee's projects and plans for the commissioning of a
state of the art plant to manufacture components for Durisol
Products, the costs of such work to be debited to and paid by the
Licensee according to the rates set forth in Paragraph 8.1.2. The
Licensor shall not be responsible in any way for mistakes in
drawings and instructions checked by the Licensee. The Licensee
alone shall be responsible for all measures taken or to be taken
in connection with the putting of their plant into operation, the
manufacture of the Durisol Products and their utilisation in the
Durisol Process according to the Invention.
8.2 The Licensee shall be the employer of its employees during the entire
period of any training under this clause and shall accept the risks
attendant on this capacity, and the Licensee further accepts to provide
at its cost all necessary insurance arising therefrom including
workmen's compensation insurance.
8.3 The Licensor shall use its best endeavours to provide full and
comprehensive training facilities in all aspects of Durisol Products.
Further, all advice given to the Licensee shall be given by competent
and fully trained and experienced specialists in Durisol Products and
the manufacture thereof.
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9. IMPROVEMENTS
9.1 LICENSOR'S IMPROVEMENT
In the event that the Licensor shall at any time during the currency of
this Agreement devise discover or acquire rights in any Improvement the
Licensor shall to the extent that it is not prohibited by law promptly
notify the Licensee in writing giving details thereof and shall provide
to the Licensee such information and explanations as the Licensee may
reasonably require to be able to utilize the same. Information so
provided shall be deemed to be provided on the same terms as those
applicable to the Know-How agreed to be provided under Clauses 3.2 and
7 above. In any case where the Licensor obtains a Patent in respect of
such Improvement the Licensor shall grant a licence to the Licensee of
the same scope as the licence agreed to be provided under Clause 3.1
hereof and on the same terms as to royalty as set out herein.
9.2 LICENSEE'S IMPROVEMENTS
In the event that the Licensee or any sub-licensee shall at any time
devise, discover or acquire rights in any Improvement the Licensee
shall to the extent that it is not prohibited by law promptly notify
the Licensor in writing giving details thereof and provide to the
Licensor such information or explanation as the Licensor may reasonably
require to be able effectively to utilize the same. The rights and/or
property so arising shall be vested in the Licensee who shall grant
royalty free licenses to any member of the Durisol Group for so long as
such member remain a member of the Durisol Group. Nothing in the
foregoing shall affect the Licensee's right to grant sub-licences in
respect of such an Improvement in the Territory in accordance with
Clause 4 hereof. The Licensee shall have the right to file a Patent or
Patents in any country in the world on any Improvement which relates to
any development made by the Licensee or any sub-licensee to the
Invention. Rights in such improvements outside the Territory shall be
assigned to the Licensor. The Licensor will reimburse the Licensee for
all expenses associated with patent applications assigned to the
Licensor.
10. INSPECTION
10.1 The Parties shall have the right at all times, subject to any competent
or other lawful prohibitions and restrictions, to inspect or cause to
be inspected all factories, laboratories, equipment, warehouses and
manufacturing plants of the Licensee and any member of the Durisol
Group within the Territory.
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10.2 The Licensor shall have the right to inspect or cause to be inspected
all Job Sites in which Durisol Products or the Invention are to be
utilised in the Territory.
10.3 The Licensee shall at all times supply the Licensor with all reasonable
information concerning the activities of the Licensee or any
sub-licensee under this Agreement.
11. OPTION
The Licensor shall not grant any licence or other right to use the Patents
and/or Know-How in the Territory for any purpose outside the Field of Use
unless the Licensor shall first have offered to grant such a licence to the
Licensee by notice in writing ('the Offer Notice') on terms not less
favourable than those offered to any third party and the Licensee has failed
to accept those terms in writing within 30 days of receipt of the Offer
Notice in which event the Licensor may grant a licence to a third party
within 90 days of the rejection by the Licensee provided that such a licence
is on the same terms and conditions offered to the Licensee.
It is noted that building related products such as wall forms, roof planks,
floor forms and facade panels are excluded.
12. INFRINGEMENT AND THIRD PARTY CLAIMS
In the event that any right licensed under this Agreement is infringed by
and third part of a third party claims that the Licence granted hereunder is
infringing a right (whether a right under a patent, trademark or otherwise)
vested in a third party, the Parties shall confer upon the steps to be taken
and the divisions, if any, of the legal costs that my be incurred.
13. CONFIDENTIALITY
The Parties shall keep secret and confidential all or any information
communicated between them under this Agreement which contains trade secrets
or consists in information not publicly available or which is specifically
marked 'Confidential'. Disclosure by the Licensee shall be on a 'need to
know' basis and all appropriate safeguards to protect confidentiality shall
be taken at all times. Each of the Parties shall be responsible for the
observance of secrecy on the part of its management, employees, workmen,
agents and other persons connected with it in any way.
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14. TERMINATION
14.1 Either the Licensor or the Licensee may terminate this Agreement
forthwith on written notice in any of the following circumstances:
14.1.1 If the other party commits a material breach of this Agreement
and where capable of remedy has not taken steps to remedy the
breach within 60 days of notice from the other party; or
14.1.2 If either party ceases to carry on business as a going concern,
is unable to pay its debts as they fall due, or shall make any
composition with its creditors, or any distress or execution
shall be levied or threatened against it, or shall go into
liquidation or have a receiver appointed in respect of all or
any of its assets or shall be amalgamated or reconstructed with
the result that the Company emanating from such amalgamation or
reconstruction shall be a different legal entity.
14.1.3 If the Licensee, by reason of supplying Durisol Products of a
quality inconsistent with the requirements of the customer or of
the Licensor, causes the good name of Durisol to be damaged
and/or the Durisol Products to be disallowed for future use by
the customer or any related or unrelated third party in the
Territory.
14.2 The Licensee may terminate this Agreement by serving notice of
termination to expire six months after receipt by the Licensor.
15. CONSEQUENCES OF TERMINATION
15.1 In the event of termination or expiration of the Agreement for whatever
reason the obligations of confidentiality in Clause 13 shall continue
in full force and effect for a period of three and a half (3 1/2) years
from the date of termination or expiration.
15.2 In the event of termination by the Licensee as a result of an event
arising in 14.1.2 befalling the Licensor the provisions of Clause 3 of
the Consent Agreement shall apply.
16. MISCELLANEOUS
16.1 WAIVER
A waiver by one part of a breach by the other of any term of this
Agreement shall not prevent the
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subsequent enforcement of the term and shall not be deemed a waiver of
any subsequent breach.
16.2 SEVERANCE AND PUBLIC POLICY RESTRICTIONS
If any provision of this Agreement is declared void or unenforceable by
any judicial or administrative authority, this shall not in an of
itself nullify the remaining provisions of this Agreement. Always
provided that the cancellation of such provision does not substantially
alter the economic interest of either party in the continued
performance of this Agreement.
16.3 ENTIRE AGREEMENT
This Agreement together with the Consent Agreement, the Term Sheet of
Proposed Sub-Licence Agreement between the Parties dated October 19,
1995 and the Non-Disclosure and Confidentiality Agreement as to
Invention and Patent Rights set forth the entire agreement and
understanding of the parties relating to the subject matters hereof,
and merge all prior discussions between them and all prior agreements,
memoranda of intent or understanding including oral agreements. Neither
party shall be bound by a definition, condition or representation other
than as expressly stated in these Documents or as set forth in writing
and signed by the parties to be bound.
16.4 NOTICES
Any notice to be given to either party by the other shall be in writing
and shall be served either personally or by registered or certified
mail, return receipt requested, addressed as follows:
If to Licensor: If to Licensee:
Durisol Resource Inc. Xxxxx-Midland Corporation
00 Xxxx Xxxxxx P.O. Box 300
Hamilton, Ontario Midland, Virginia 22728
Canada, L8P 4M3 U.S.A
Attention: President Attention: President
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16.5 NO PARTNERSHIP
Nothing in this Agreement shall constitute a partnership between the
parties hereto nor constitute one the agent of the other nor shall
either part represent themselves to any third party as the agent of the
other.
16.6 MAINTENANCE OF PATENTS
The Licensor shall subject as hereinafter mentioned during the life of
this Agreement pay all renewal fees and do all such acts and things as
may be necessary to maintain the Patents and shall produce upon written
request the receipt for such renewal fees seven days at least before
the last day for renewing the Patents and in default shall permit the
Licensee to pay the same and give appropriate credit for the cost
thereof.
16.7 NON ASSIGNMENT
Subject to Clause 11 hereof, neither party shall assign, transfer,
change, encumber or otherwise deal with the whole or any part of this
Agreement or its rights or obligations herein without the prior written
consent of the other.
16.8 DISPUTE RESOLUTION
In the event there arises a dispute between the parties as to the
interpretation or performance of any of the provisions of this
Agreement or as to matters related to but not covered by this
Agreement, the parties shall consult together in good faith to find a
mutually agreeable resolution thereof, including the use of alternate
dispute resolution procedures such as mediation, and binding or non
binding arbitration, prior to and as a condition precedent of the
filing of a suit in a court of law.
16.9 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed and interpreted in
accordance with the Laws of Ontario, Canada and the parties hereby
submit to the exclusive jurisdiction of the Ontario Courts.
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16.10 HEADINGS
The headings in this Agreement are for convenience of reference only
and shall not affect its interpretation.
17. DURATION
This Agreement is effective from the Effective Date hereof and thereafter
for a period of five (5) years.
In witness whereof the Licensor and the Licensee have hereunto set their
corporate seals duly attested to by the hands of proper signing officers in that
behalf of this 3rd day of May 1999.
SIGNED for and on behalf of /s/ Xxxx X. Xxxxx
DURISOL RESOURCE INC. -----------------
in the presence of: Xxxx X. Xxxxx
President
/s/ Xxxxxx X. Xxxxx
-------------------
SIGNED for and on behalf of /s/ Xxxxxx Xxxxx
Xxxxx-Midland Corporation ----------------
in the present of: Xxxxxx Xxxxx
President
/s/ Xxxxxx X. Xxxxx
-------------------
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SCHEDULE 1
THE DURISOL PROCESS
The Durisol Process is a process for producing Wood Concrete, a light weight
concrete made out of wood or vegetable fibres bound with cement giving volume
weights below 850 Kg/m(3)(Kilogrammes per cubic metre) or use in the manufacture
of inter alia building blocks, slabs and other products and materials by methods
(secret and otherwise) known by the name DURISOL and to be disclosed to the
Licensee pursuant to this Agreement.
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SCHEDULE 2
THE ROYALTY FEE
(a) SMC shall pay a Royalty fee equal to U.S. $0.25 (twenty five cents U.S.)
per face square foot of Durisol products sold in the territory.
(b) Minimum Royalties shall be as per Clause 6.2.
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SCHEDULE 3
THE PATENTS
Date Number Territory Owner
25 August 1947 2,592,345 USA Durisol International Corp.
15 August 1952 2,805,567 USA Durisol International Corp.
16 July 1968 3,393,261 USA Durisol International Corp.
20 April 1982 4,325,457 USA Durisol Materials Limited
11 April 1995 5,406,039 USA Durisol Materials Limited
3 February 1998 5,713,161 USA Durisol Materials Limited
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