1
Exhibit 10.7
TUNNEL BAT LICENSE AGREEMENT
THIS AGREEMENT, effective this 1st day of July 1998, made between:
Xxxxx Xxxxxxxxxx 00 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx 00000 holder of his
pertinent patent-pending rights ("Xx. Xxxxxxxxxx");
and
Xxxxx Technology Licensing Incorporated, Xxxxx 000, 0000 Xxxxx Xxxxx Xxxx,
Xxxxx, Xxxxxxx 00000, (" TTL"), by its President and Chief Executive Officer,
Xxxx H, Xxxxx;
WITNESSETH THAT
WHEREAS Xx. Xxxxxxxxxx for some years past has been developing and disclosing in
patents pending and technical papers, what he calls Tunnel Bat Technology; of
which he has applied for U.S. Patent(s) "Tunnel Bat" and Xx. Xxxxxxxxxx
currently operates a Tunnel Bat vehicle AND
WHEREAS TTL is engaged in the business of developing market-ready
technological products and services protected by intellectual property rights,
especially patents, by application of a systems approach to identifying,
funding, developing, and marketing technological products and services; AND
WHEREAS Xx. Xxxxxxxxxx and TTL are interested in undertaking together a
joint effort at designing, manufacturing, selling, or otherwise commercializing
Tunnel Bat, as by a License Agreement that provides for Xx. Xxxxxxxxxx to
introduce TTL to the technology and to authorize TTL to make and to
commercialize Tunnel Bat, at an agreed royalty, so long as both Parties perform
in accordance with this Agreement;
NOW, THEREFORE, Xx. Xxxxxxxxxx and TTL, intending to be legally bound,
agree to undertake designing, manufacturing, and selling or otherwise
commercializing Tunnel Bat upon the following terms and conditions:
1. Definitions
a. "Licensed Know-how" means unpatented proprietary technical,
professional, or commercial information disclosed to TTL by Xx.
Xxxxxxxxxx, and useful in designing, making, or using Licensed
Products or performing Licensed Services.
b. "Licensed Patent" means any patent (or disclosed patent application)
licensed to TTL herein and containing a claim defining the
composition, design, machine, process, product by
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process, manufacturing, structure, operation, or use Tunnel Bat
subject matter, insofar as owned or licensable by Xx. Xxxxxxxxxx and
so licensed to TTL in or for the License Territory.
c. "Licensed Product" means by-product or related composition whose
production, structure, or use embodies any Licensed Know-how, is
defined by a claim of a Licensed Patent or disclosed patent
application and/or would infringe a Licensed Patent in the absence
of this License Agreement, or displays or is commercialized by a
Licensed Trademark.
d. "Licensed Service" means any designing, making, specifying, or any
instruction, leasing, or performance of other services relating to
any License Product for, to, or with a customer or other party,
whether for compensation or not.
e. "Licensed Specification" means any requirement or standard
identified by Xx. Xxxxxxxxxx to TTL relating to composition, design,
manufacturing method, structure, workmanship and/or resulting
appearance, form, identity, quality, or presentation of a Licensed
Product or a Licensed System,
f "Licensed System" means any apparatus, assembly, device, or
structure for producing or using a Licensed Product, with or for use
with (or without) other accessories
g. "Licensed Trademark" "Tunnel Bat" or other word and/or design, used
with or without any other word and/or design, in or as a brand name
for Licensed Products or Licensed Services or Licensed Systems.
h. "Improvement" means any substantial change in any foregoing defined
item (a to g) during this Agreement, whether made by Xx. Xxxxxxxxxx
or by TTL, or both, or otherwise owned and/or licensable by either
of them to the other, as more fully considered below.
i. "License Term" means the duration of this Agreement, as follows: (i)
an Initial Period, beginning on the aforesaid effective date with a
Startup Time ending on exactly twelve months thereafter, and
continuing, if TTL so elects, to the end of the year 2001: and (ii)
further continuing (at TTL's advance notice of election to do so)
for one or more successive Renewal Periods of three (3) calendar
years, noted further below.
j. "License Territory" means worldwide.
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k. "Startup Time" means the time period from the beginning of the
Initial Period of this Agreement on the identified effective date,
to end exactly twelve months thereafter.
2. License and Sublicenses
a. Xx. Xxxxxxxxxx hereby grants to TTL, for the License Term only. an
indivisible, non-assignable right and license to make, use, lease,
sell, and otherwise practice commercially the defined Licensed
subject matter.
b. So long as TTL is in good standing under this Agreement, this grant
is to be exclusive, meaning that Xx. Xxxxxxxxxx will not grant any
third party a similar license in the License Territory.
c. TTL shall have the right to apply any Licensed Trademark to Licensed
Products and other components approved by Xx. Xxxxxxxxxx and sold by
TTL for construction of Licensed Systems, but TTL, shall use
Licensed Trademarks only in accordance with acceptable trademark
practice and subject to the provisions of this Agreement
d. TTL customers will have an implied sublicense to assemble Licensed
Products into Licensed Systems, with or without other components.
e. Having elected to continue hereunder until at least the end of the
Startup Time, TTL may grant sublicenses, contingent upon TTL's
retention of its license under this Agreement.
f. Each such sublicense granted by TTL shall be upon terms and
conditions of Running Royalty not significantly more favorable to
the sublicensee than the terms and conditions of the present License
Agreement are to TTL.
g. Each sublicense granted by TTL under this Agreement will provide
expressly that it is so granted and that in the event that TTL
should discontinue its License hereunder or its license otherwise
become terminated the sublicensee will become a licensee of Xx.
Xxxxxxxxxx by substitution for TTL, unless prohibited by law.
3. Development Schedule/Existing Equipment
TTL shall support Xx. Xxxxxxxxxx in the development of Tunnel Bat
model three which shall include the technology used in the prior Tunnel
Bat vehicles and shall include all modifications thereon according to the
following schedule:
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a. Each month wherein the existing Tunnel Bat vehicle earns an amount
equal to or greater than $20,000, TTL shall dedicate a minimum of
50% of said amount toward the purchase of materials and other costs
associated with the constuction of Tunnel Bat model 3. However, TTL
at its sole discretion, may apply more than 50% of revenues earned
toward the purchase of materials and other costs association with
the construction of Tunnel Bat model 3.
b. During the first month of this Agreement TTL shall engage at least
two national selling agents for the purpose of presenting for sale
Tunnel Bat vehicle model 3 throughout the continental United States
and during this period Xx. Xxxxxxxxxx shall make available all
specifications, drawings, diagrams, selling material or other
information or documentation as is necessary to market the Tunnel
Bat vehicle model 3.
c. As a part of this Agreement, TTL shall become the sole owner of the
existing Tunnel Bat vehicle and. shall be entitled to all privileges
thereunto pertaining except that it TTL shall decide to sell the
existing Tunnel Bat vehicle, Xx. Xxxxxxxxxx shall recieve a minimum
of $30,000 regardless of the sale price received by TTL.
4. License Term
a. The Initial Period begins on the effective date of this Agreement
and will extend at least to the end of the Startup Time, when it
will terminate if TTL fails to notify Xx. Xxxxxxxxxx in writing at
least thirty (30) days theretofore that TTL elects to continue for
the rest of the Initial Period. Such notice would extend the
Initial Period to end on the anniversary of the License Agreement in
the year 2001.
b. Unless sooner terminated, the License Term may continue for a
succeeding Renewal Period, from the end of the Initial Period or of
any Renewal Period, at the election of TTL if then in good standing;
such election to be made by TTL giving written notice to Xx.
Xxxxxxxxxx within the last calendar quarter of any Period, of
intention to continue this Agreement for a succeeding Renewal
Period, beginning on the first day of January of the next year and
continuing for three (3) more years.
c. The License Term shall continue from Period to Period so long as TTL
timely renews, or until Mr. Rchardson gives TTL notice that TTL is
no longer in good standing because of a specified breach or default
of one or more of TTL's obligations under this Agreement; TTL shall
have the right to remedy any such breach or default within
forty-five (45) days thereafter or by the due
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date of the next quarterly report by TTL (whichever is later) to
return to good standing as to such breach or default Likewise, if
Xx. Xxxxxxxxxx should be in breach or default of one or more of Xx.
Xxxxxxxxxx'x obligations under this Agreement, Xx. Xxxxxxxxxx shall
have the right to remedy any such breach or default within
forty-five (45) days thereafter or by the due date of the next
quarterly report by TTL (whichever is later) to return to good
standing as to such breach or default.
d. Obligations of this Agreement that are indicated as surviving beyond
the end of a Period or of the License Term shall continue for such
time period as may be lawful, despite notice by either party to the
other of an election to discontinue either party's participation in
or under this Agreement.
e. The Term of this Agreement, if not sooner ended by the act of a
party or the operation of law, shall end upon expiration of the last
to expire of the Licensed Patents, except as TTL is using a TUNNEL
BAT trademark, or otherwise as noted below.
5. Confidentiality
a. To the extent that TTL receives Licensed Know-how, or either party
becomes aware of other proprietary information from the other party
via their relationship pursuant to this Agreement, each recipient of
such information will hold it in confidence so long as the other
party effectively treats it as confidential, except as specific
information becomes public knowledge otherwise than by or from TTL.
b. The foregoing obligation to keep proprietary information
confidential and to safeguard it within the organization of a party
will survive any termination of this Agreement to the extent that
such information is not common trade knowledge.
6. Startup Time
a. TTL will provide facilities, equipment, and resources for TUNNEL BAT
design, development, and marketing purposes during the Startup Time
in order to enable the equipment and resultant products to be
analyzed, tested, and (as soon as feasible) to be demonstrated to
prospective customers, investors, and other interested persons.
b. Xx. Xxxxxxxxxx will provide TUNNEL BAT Licensed Know-how to TTL
from time to time as may be appropriate and will participate
regularly as a technical consultant upon TUNNEL BAT design,
development, testing, and marketing, as TTL deems desirable.
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7. Royalties
a. The Running Royalty rate for Licensed Product, Licensed Services,
and Licensed Systems is Six Percent (6%) of gross remuneration of
all that TTL receives in money or other thing of value for leasing,
servicing, selling, or otherwise commercializing the same.
b. Running Royalty accrues upon invoice, lease, sale, or service by TTL
but shall not be payable until thirty (30) days thereafter or upon
TTL's receipt of payment therefor (whichever occurs first), and
shall be without any deduction from TTL's actual total revenue
therefrom, except for customers' related costs (such as insurance,
shipping, or taxes) and then only if so itemized on TTL's invoices
to them.
c. Running Royalty payable for any given month becomes due at the end
of the then current calendar quarter, and shall be paid during the
first month of the next calendar quarter, or will become overdue on
the first day of the next month.
d. As a part of Xx. Xxxxxxxxxx'x Royalties hereunder, upon signing this
Agreement, TTL shall issue to Xx. Xxxxxxxxxx 150,000 of its
restricted $.001 par value Common Shares. Said Shares shall be fully
vested upon receipt. These Shares shall be considered to be a
guaranteed perforformance amount for the Startup Period (1989-1999),
but shall not be applied against the Running Royalty. TTL shall
further cause for the registration of at least 50,000 of the
foresaid Shares exactly six months after June 15, 1998, unless TTL,
in its sole discretion, registers such Shares at an earlier time,
such that the Shares may thereafter be issued without restrictions
on resale.
8. Payments and Reports
a. TTL will report to Xx. Xxxxxxxxxx (insert mailing address), all
Running Royalty for each calendar quarter of the License Term during
the first month of the next ensuing calendar quarter and may include
with each such report full payment of royalty due for (and reported
for) the preceding quarter's operations.
b. Quarterly and annual royalty reports will be signed and be certified
as accurate and complete by an authorized officer of TTL.
c. TTL will keep accurate and complete records of all business done
pursuant to this Agreement and will make such records available to
Xx. Xxxxxxxxxx, no more than two (2) persons at
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once-for inspection during regular business hours, upon at least
three (3) business days' advance notice, to determine Royalties
accrued and paid or unpaid, and any other information due hereunder.
d. Xx. Xxxxxxxxxx may cause an audit to be made of the applicable
records in order to verify statement for Running Royalties made
hereunder. Any audits shall be conducted by an independent certified
public accountant, acceptable to both parties, and shall be
conducted during regular business hours at TTL's offices.
e. Xx. Xxxxxxxxxx shall bear the expenses of any such audit unless such
audit reveals that the Royalties paid by TTL under this Agreement
for the Period subject to the audit are less than ninety-five
percent (95%) of the amount owed by TTL for such period. In such
event, the costs of the audit shall be borne by TTL, in addition
and without limitation to any right of remedy Xx. Xxxxxxxxxx may
have. TTL agrees to pay the balance of such royalties due Xx.
Xxxxxxxxxx within forty-five (45) days after written notice from Xx.
Xxxxxxxxxx of TTL's understatement of Royalties due. Furthermore,
TTL shall pay interest on all understated Royalties at a rate of
1.5% per month or lesser amount as mandated by law, computed from
the day on which said Royalties were due and owing to Xx.
Xxxxxxxxxx.
f. Refusal by TTL to report or to pay Royalty, or to maintain or make
available records of business done hereunder, will forfeit TTL's
good standing under this Agreement, if not remedied within thirty
(30) days, unless limited to nonpayment of money, which may be
remedied within forty-five (45) days, or by the due date of the next
quarterly report, whichever is later.
9. Improvements
a. Any new composition, design, product, or service conducive to third
party competition with Licensed Product or Licensed Services or
Licensed Systems, invented or otherwise coming under the control of
either party during the License Term, is deemed an "Improvement" and
such party will disclose the same to the other party promptly and in
enough detail to enable the other party to elect whether to have
such Improvement included hereunder.
b. As to any such Improvement by either party, either party may elect
to have such Improvement included hereunder, within three (3) months
after first knowledge thereof, without change in Royalty, by
promptly notifying the other party of an election to so; and the
party that made or acquired such Improvement
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need do no more if both parties fail to elect to include the
Improvement.
c. The originating party of an elected Improvement that appears
possibly patentable after a competent prior art search, will file
and prosecute a patent application thereon, and may discontinue
prosecuting it or maintaining any resulting patent but only after
giving the other party notice of such intention plus ample
opportunity to take such (or equivalent) action at its own sole
future discretion and expense.
d. If either party so elects to have any given Improvement included
under this Agreement, the electing party in doing so will become
obligated to pay one-half (1/2) the expense of undertaking to patent
it within the License Territory, whereas the other one-half (1/2) of
any such patent expense will be the obligation of the originating
party, whether or not the electing and originating parties are the
same, except that if TTL elects not to participate in the payment of
an Improvement made by Xx. Xxxxxxxxxx to be included, TTL shall not
be obligated to do so.
e. If the parties have joint inventorship/ownership patent rights in an
issued Improvement patent, the parties will share equally the
related ownership rights and expenses including any official patent
maintenance fees, up to a limit of $10,000 for Xx. Xxxxxxxxxx'x
share for any one Improvement patent. The parties need not exercise
improvement patent rights, except as this Agreement may provide, nor
need either party account to the other party for any lawful activity
regarding such patent rights outside this Agreement.
f. The parties recognize that well-based differences may arise with
regard to origination of any given Improvement and that as to U.S.
patents the determination of inventorship and of patentability is
exclusively within the jurisdiction of the U.S. Patent and Trademark
Office and the Federal Courts. Unless the parties are/have joint
inventors or successor(s) thereto and hence are joint owners, they
specifically agree that for any Improvement patent application and
for any resulting patent for an Improvement elected by either party
to be included hereunder, regardless of inventorship, the
Improvement originating or otherwise acquiring party will grant to
the other party (if that other party so elects) an unrestricted
paid-up (free) license to practice the Improvement for the License
Term, if such practice of it would not violate any non-elected prior
patent of the grantor-licensor.
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g. Each party's foregoing Improvement rights are executory in nature,
including the right to be informed of any Improvement by the other
party, and to elect an Improvement for inclusion hereunder (or not),
and including rights to ongoing prosecution of patent applications
and maintenance of patents by an originating party of an elected
Improvement, and receipt of license or ownership rights thereunder.
10. Infringement Rights
a. As of the effective date of this Agreement, TTL acknowledges that
the exclusive ownership of the initially Licensed Know-how, the
Licensed Patents, and the Licensed Trademarks is in Xx. Xxxxxxxxxx,
and not at all in TTL.
b. In the event that TTL's commercialization of any Licensed Product,
Licensed Service, or Licensed System is accused of infringing a
proprietary right of any third party, the parties will cooperate in
attempting to avoid such infringement or to prove lack of
infringement, and so long as TTL's license hereunder is exclusive to
the extent set forth above, TTL will have a right, but not an
obligation, to defend or assist in defending against any
infringement action brought by a third party, and shall have also
the obligation to pay one-half (1/2) of the costs of doing so,
except as either party may voluntarily pay more thereof incidental
to participation therein.
c. Neither party will be liable to the other party if unable or
unwilling to continue this Agreement because of such infringement of
third-party rights, and in that event TTL will cease commercializing
Licensed Products, Licensed Services, and Licensed Systems, and TTL
will relinquish its rights hereunder in that event, and thereby
terminate its Royalty and attendant obligations to Xx. Xxxxxxxxxx.
d. In the event that the activities of any third party are asserted (or
other-wise appear) to infringe an intellectual property right
licensed to TTL hereunder, the parties will cooperate in attempting
to ascertain and to xxxxx such infringement. So long as TTL's
license hereunder is exclusive to the extent set forth above, TTL
will have a prior right, but not an obligation, to xxxxx such
infringement, whether by litigation or otherwise, subject to paying
all the costs of doing so other than such costs or expenses as Xx.
Xxxxxxxxxx may voluntarily pay incidental thereto or to
participation therein. Any moneys recovered from a third-party
infringer will be retained by the parties, pro-rated to their
expenditures after determining what portion of moneys recovered are
due Xx. Xxxxxxxxxx as part of his Running Royalty, whose action(s)
had such result.
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e. If third-party infringement is not abated, TTL may elect to continue
as a non-exclusive licensee under this Agreement as its sole remedy,
or alternatively TTL may discontinue its license and cease royalty
payments as its sole remedy.
11. Assurances
a. Xx. Xxxxxxxxxx assures TTL of his origination of the inventions in
his Licensed patent-pending, but Xx. Xxxxxxxxxx cannot guarantee TTL
of Xx. Xxxxxxxxxx'x invention priority or patent validity.
b. Xx. Xxxxxxxxxx warrants ownership of the Licensed Patents and
Licensed Trademarks, in the specific sense that Xx. Xxxxxxxxxx has
no reason to believe that any third party has any right to prevent
either Xx. Xxxxxxxxxx or TTL from practicing any Licensed Invention,
or from using any Licensed Trademark, as provided in this Agreement,
but Xx. Xxxxxxxxxx cannot and does not warrant such practice or
usage as non-infringing of third-party rights.
c. Xx. Xxxxxxxxxx will instruct and/or assist TTL's personnel in
design, manufacturing, quality standards, testing, distribution,
marketing, and sale, as well as proper marking, of Licensed Product
and Licensed Systems, and Xx. Xxxxxxxxxx will provide Licensed
know-how in doing so, as may be applicable.
d Xx. Xxxxxxxxxx will have no liability whatever to TTL for TTL's
actions or inactions under this Agreement, and TTL will save Xx.
Xxxxxxxxxx harmless against any liability to third parties whether
based upon agency, contract, negligence, product liability, or other
basis-for any claim based on action or inaction of TTL relating to
Licensed Products, Services, or Systems.
12. Product Marking
a. TTL will xxxx on Licensed Products. (or containers) each patent
number applicable thereto upon being advised thereof by Xx.
Xxxxxxxxxx.
b. TTL will display a Licensed Trademark (if elected) on all Licensed
Product and in advertising copy, brochures, and publications by or
for TTL about Licensed Product. TTL will not use any Licensed
Trademark in or as a trade name (i) if not elected, or (ii) if
elected, after TTL discontinues (or other termination of) TTL's
license under this Agreement.
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c. TTL will provide access for Xx. Xxxxxxxxxx, at agreed times, to all
Licensed Product to enable Xx. Xxxxxxxxxx to ascertain that the
nature and quality thereof meet standards required by trademark law
of products bearing a Licensed Trademark.
d. TTL will not make any material change in materials, production
methods, or otherwise that might affect the nature or quality of
any TUNNEL BAT product or service, without advance notice to Xx.
Xxxxxxxxxx and ample opportunity for Xx. Xxxxxxxxxx to confirm
compliance of such product or service with applicable quality
standards or not.
e. TTL will provide representative specimens of each Licensed Product
or Licensed Service or Licensed System label and advertising copy,
and of each product or service brochure, before publication thereof,
to enable Xx. Xxxxxxxxxx to assure that they meet accepted trademark
usage standards.
f. TTL will not manufacture, sell, or distribute any Licensed Product
that does not meet Xx. Xxxxxxxxxx'x quality standards, nor
distribute any product literature that does not meet accepted
trademark usage standards.
g. If TTL elects to use one or more Licensed Trademark(s), TTL will
display one thereof on each container of Licensed Product made by or
for it, and in all Licensed Product advertising copy, product
brochures, press releases, and publications by or for TTL about
Licensed Product plus the generic name of the goods, together with
occasional notice that such Trademark is the property of Xx.
Xxxxxxxxxx.
13. Termination
a. During the last calendar quarter of the Initial or any Renewal
Period, TTL may notify Xx. Xxxxxxxxxx of TTL's election to continue
the Agreement for a Renewal Period, to begin at the end of the then
current Period; or, by failing to do so, TTL will terminate its
rights under this Agreement, whereupon TTL will be obligated to
discontinue its participation in licensed activities by the end of
the existing Period, except as the parties otherwise agree in a
signed written agreement.
b. Upon termination, TTL will refrain from exercising thereafter any
right it had by license hereunder, such as practicing the invention
of any previously Licensed Patent, or using a Licensed Trademark or
confusingly similar expression.
c. Whenever TTL is not in good standing hereunder, XX. XXXXXXXXXX may
render TTL's license wholly non-exclusive,
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or if it is already non-exclusive for a prior breach or default XX.
XXXXXXXXXX may terminate TTL's rights hereunder, in the absence of
specific curative provisions for TTL's breach or default, or if TTL
has had art opportunity to comply such a curative provisions and
failed or refused to do so.
d. If either party becomes, or would become, disabled-as by the other
party's choosing, or being subjected to, an act or a procedure for
relief of debtors from enforcing compliance with a given executory
obligation of the other party hereunder (eg., compliance with
standards, action with regard to infringers, offer of Improvements)
the thus disabled party may deem this Agreement and the license and
other rights under this Agreement terminated.
e. No inaction or overlooking by Xx. Xxxxxxxxxx of any condition or
provision of this Agreement or of any breach or default thereof by
TTL shall be deemed to imply or to constitute a future waiver of any
similar breach or default of the same or other condition/provision.
14. Miscellaneous
a. If any one or more provision(s) or effect(s) of this Agreement
should prove to be invalid or unenforceable, and the Agreement be
otherwise valid and enforceable, the invalid or unenforceable
provision or portion thereof will be severed, and the remainder of
the Agreement be and remain valid and enforceable to the fullest
extent permitted by applicable law.
b. This License Agreement is made for the benefit of the parties, their
heirs, successors, and assigns, and any other person or legal entity
named in any provision hereof, and not made to give any unnamed
person or legal entity any right of action whatever.
c. Each statement made in this Agreement is deemed material, and each
party is entitled to rely, and deemed to have relied, upon the truth
and correctness thereof in entering into this Agreement.
d. Each party acknowledges that he has received advice of independent
counsel of choice as to the inducements, provisions, and terms of
this Agreement, and their effect, whereupon entering into this
License Agreement is each party's free and independent act.
e. This Agreement is to be governed by Federal law to whatever extent a
proprietary right granted by the United States is
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involved, and otherwise by Florida law, except as activities of a
party in any other State render that other State's law applicable
f. In the event that any action or proceeding is brought to enforce
any of the terms and conditions of this Agreement, then the party
in whose favor relief is granted and/or judgment is entered shall be
entitled to have and recover from the other party or parties all
costs, prejudgement interest, and reasonable attorney's fees
incurred in connection with the enforcement action.
g. Notice to be given under this Agreement will be in writing and be
addressed to the other party at the address of such party
hereinabove, unless such address has been superseded by like notice,
whereupon the latest noticed address thereof is to be used. Notice
will be effective when delivered to the addressee, or-if not a
change of address-when sent by Express or Registered Mail so
addressed.
n. This Agreement sets forth the entire intent and understanding of the
parties with regard to the subject matter hereof, and merges any
prior negotiations or agreements by the parties as to such subject
matter, and no addition, deletion, or other modification of the
wording hereof may be made except in writing subsequent hereto and
signed by the party or parties to be bound thereby.
IN WITNESS WHEREOF the parties have caused this Agreement to be signed,
sealed, and attested by persons duty authorized so to do, as of the date first
stated hereinabove.
Tunnel Bat TTL
/s/ Xxxxx Xxxxxxxxxx /s/ Xxxx X. Xxxxx, Pres
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Xxxxx Xxxxxxxxxx Xxxx X. Xxxxx, President
Attest: /s/ Xxxxx Kammarr Attest: /s/ Xxxx Xxxxxx
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Xxxxx Kammarr Xxxx Xxxxxx, Vice President
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