WATER PUMP PATENT LICENSE AGREEMENT
This Agreement is entered into by and between Xxxxxx Xxxxxxxxx
("Licensor") and Xxxxxx International Holdings, Inc. "MIH" and its subsidiaries
("Licensee") this 24STday of January, 2006 with reference to the following
facts:
A. Licensor is the owner of the Patent for water pump for fire Rescue Jet
boats with United States Patent number US 6,343,964 ("Patent"), Exhibit A,
attached hereto, and incorporated herein by this reference, for a sub
patent water pump patent only.
B. Licensee wishes to license such patent on an non-exclusive basis for the
use of patent in the manufacture and sale of the Fire Rescue water crafts
and boats world wide.
C. Licensor wishes to license to Licensee the right to use the Patent for
water pump for the use set forth in paragraph B, immediately above.
NOW THEREFORE, the parties hereto agree as follows:
1. Grant of License. Licensor grants to Licensee an non-exclusive right to use
and enjoy the benefits of the patents in using in the manufacturing of
internally designed Fire Rescue Boats, and a non-exclusive right for boats
which will be specified in exhibit A.
2. Term and Payment, Minimum Amounts.
2.1. Term and Payment: Licensee agrees to pay as a royalty for the use
and enjoyment of the Patent, an amount equal to 1% up to January 31,
2008 and 1.5% for the period from February 1, 2008 to January 31,
2011. In case MIH and its subsidiary decide to use Vertical Engine
pump systems, MIH & subsidiaries will pay 1.5%. ( MIH will pay for
Xxxxxx Xxxxxxxxx Fire Rescue Jet Design 1250 an amount equal to 2%) of
the GROSS sale, less sales returns, for a period of Five (5) calendar
years commencing on the date February 1, 2006. Royalties shall be
determined on a half yearly basis, for the periods ending October 31
and April 30 of every year and shall be paid on the fifteenth of the
month following the end of the determination period, except that upon
the expiration of this Agreement the determination period shall end
and Licensee shall determine the royalty amount and pay such amount
fifteen (15) days after the expiration date of this Agreement.
2.2 Minimum Amounts : Notwithstanding paragraph 2.1, above, Licensor
shall pay a minimum of six hundred dollars ($600.00) for the first
quarter ending October 31, 2006 and every half yearly there after
pro-rated for any period less than six months, and in the same manner
as provided for in paragraph 2.1, above. This minimum payment is not
in addition to that provided for in paragraph 2.1, but a minimum
payment that is provided for in the event that a payment under
paragraph 2.1 would be less than the minimum set forth in this
paragraph 2.2.2.
3. Certain Restrictions. The license granted herein is subject to and limited
by the following restrictions:
3.1 Restrictive Terms. Licensee may use and enjoy the patent and/or
Design only under the terms of this Agreement, however, Licensor may
not offer or impose any terms on the use of the Patent and/or Design
that alter or restrict the terms of this License or the Licensee's
exercise of the rights granted, hereunder;
3.2 Sub-License. Licensee may not sub-license the patent and/or
Design.
4. Representation and Warranties. Licensor represents and warrants as follows:
4.1 Rights. Licensor has secured all rights in the patent and/or
Design necessary to grant the license rights here to Licensee and
permit the lawful exercise of the rights granted hereunder, to
Licensee;
4.2 Infringements. The use of the Licensor's patent and/or Design do
not infringe the copyright, trademark, publicity rights, common law
rights or any other right of any third party or constitute defamation,
invasion of privacy or other tortuous injury to any third party.
4.3 Sole Property. The Design is the sole property of the Licensor and
no lien, mortgage, security interest or other encumbrance against the
Design exists.
4.4 Assignment. No share, interest, assignment, or other right to the
Patent has been transferred, assigned or granted to any other party.
4.5 Good Title. Licensor will at all times have good title to the
patent and/or Design and will at all times keep the Design free and
clear of all liens, encumbrances security interests and rights and
claims of others except for the rights and claims arising under this
Agreement.
4.6 Without Warranties. Except as expressly stated in this license or
otherwise agreed in writing, or required by applicable law, the Design
is licensed on an "as is" basis, without warranties of any kind,
either express or implied including, without limitation, any
warranties regarding the use of the patents and or Design to produce
profit.
5. Events of Default. Any one of the following occurrences shall constitute an
event of default under this Agreement:
5.1.1 Failure to make Payment. The failure of Licensee to make any
royalty payment by its due date thereof;
5.1.2 Bankruptcy. The filing of a voluntary or involuntary petition
under any provision of a state or federal bankruptcy law by either
party hereto.
5.1.3 Other Default. The occurrence of any other default under this
Agreement.
If an event of default occurs under paragraph 5.1.1, above, Licensor
may, in its sole discretion (i) declare all accrued but unpaid royalties
immediately due and payable, without notice, unless otherwise required by
applicable statute; (ii) declare this agreement canceled and of no further force
and effect and Licensor shall have and may exercise any and all rights and
remedies available at law or in equity. In the event of any other default under
this Agreement the non-defaulting party shall deliver written notice of such
default to the defaulting party and the defaulting party shall have fifteen (15)
days after receipt of such written notice of default to cure the same. After
such fifteen (15) day period, provided the defaulting party has not cured the
default(s), the non-defaulting party shall have and may exercise any and all
rights and remedies available at law or in equity.
6. Option to Renew. Licensor hereby grants Licensee an option to renew this
Agreement to be effective at the expiration of the term, or any subsequent
term of this Agreement, for an additional Five (5) year period. In order to
exercise this option (i) Licensee must provide Licensor with written notice
of its election to exercise the renewal option hereunder ninety (90) days
prior to the expiration of the term of this Agreement and (ii) Licensee
must not be in default under this Agreement.
7. Attorneys' Fees and Costs. If any action at law or in equity is necessary
to enforce or interpret the terms of this Agreement, the prevailing party
shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which that party may be
entitled.
8. Entire Agreement. This Agreement supercedes any and all other agreements
oral or in writing, between the parties hereto with respect to the matters
set forth herein, and contains all of the covenants and agreements between
the parties with respect to the Patent and/or Design. This Agreement
applies only to the Patent and/or Design as set forth herein and to no
other Patents or design rights except the agreement for the Design for
Vortex. Each party to this agreement acknowledges that no representation,
inducements, promises or agreements, orally or otherwise, have been made by
any party, or anyone acting on behalf of any party, which are not embodied
herein, and that no other agreement, statement or promise not contained in
this agreement shall be valid or binding on either party. Any modification
of this Agreement shall be effective only if it is in writing and signed by
the parties hereto.
9. Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the parties and their successors and assigns.
10. Headings. The headings herein are for convenience only, do not constitute a
part of this Agreement and shall not be deemed to limit or affect any of
the provisions hereof
11. Amendment, Waiver. No provision of this Agreement may be waived or amended
except in a written instrument signed, in the case of an amendment, by the
Licensor and the Licensee or, in the case of a waiver, by the party against
whom enforcement of any such waiver is sought. No waiver of any default
with respect to any provision, condition or requirement of this Agreement
shall be deemed to be a continuing waiver in the future or a waiver of any
other provision, condition or requirement hereof, nor shall any delay or
omission of either party to exercise any right hereunder in any manner
impair the exercise of any such right accruing to it thereafter.
12. Notices. Any notice, demand, request, consent or other communication which
either party desires or is required to give to any other party shall be in
writing and shall be deemed to have been given when either: (a) delivered
in person or by facsimile transfer, or (b) sent by overnight courier or
first-class registered or certified mail, postage pre-paid, return receipt
requested, addressed to such party at the address set forth above. Either
party may designate another address for itself at any time upon written
notice to the other party
13. Interpretation. Each party hereto has been represented by counsel of its
choice, and this Agreement is not to be interpreted as if it was prepared
by either party.
14. Authority. Each party signing on behalf of a party to this Agreement
represents and warrants that he has all authority to bind that party to
this Agreement.
15. Provision Unenforceable. If any provision of this License is invalid or
unenforceable under applicable law, it shall not affect the validity or
enforceability of the remainder of the terms of this License, and without
further action by the parties to this agreement, such provision shall be
reformed to the minimum extent necessary to make such provision valid and
enforceable.
16. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the law of the State of California.
17. Agreement dated February 23, 2005 relating to Design of Vortex boat will
remain as separate agreement and is not part of this new agreement. Each
agreement will be honored separately.
IN WITNESS WHEREOF, the parties have executed this Agreement effective on the
date first set forth above.
"Licensor" "Licensee"
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Xxxxxx Xxxxxxxxx By: Xxxxxxx Xxx Xxxxxx, CFO
