Exhibit 10.2
LICENSE AGREEMENT
THIS LICENSE AGREEMENT (this "Agreement") is made and entered into
effective as of this 1st day of July, 2000 by and between Xxxxxx X. Xxxxx whose
address is 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 (the "Licensor")
and Vequity Corporation, a Colorado corporation having a place of business at
0000 Xxxx Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000 (the "Licensee").
WHEREAS, Licensor has Developed a "Method and System for Capitalizing a
Business and Maintaining a Customer Base and/or Revenue Base" and has applied
for a Patent on said "Method and System for Capitalizing a Business and
Maintaining a Customer Base and/or Revenue Base" (hereinafter referred to as set
forth in the patent application as the "Method and System"); and
WHEREAS, Licensor desires to grant Licensee a non-exclusive license to use
the Method and System; and
WHEREAS, Licensee desires a license from Licensor allowing Licensee to use
the Method and System; and
WHEREAS, Licensor and Licensee wish to set out in writing the terms and
conditions of their agreements and understandings in respect of such license.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises contained herein, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Grant. Licensor hereby grants Licensee a sole, worldwide, non-exclusive
license for a term of ten (10) years from the date hereof to use the Method and
System and to employ the Method and System in its business and capitalizing
efforts (the "License"). This License includes the right to the use of the term
Investortiser(R).
(a) Limitations. The parties agree that the License is for the use of
Licensee only and is not for distribution or use of any other person or
entity and that the License granted hereby to Licensee may not be
transferred by Licensee to any other person or entity and Licensee shall
not have authority to sub-license or assign its rights to any other person
or entity.
(b) Access. Licensee will have full access to the Method and System
for its own use in capitalizing its business and maintaining its customer
and/or revenue base.
2. Licensor Royalty. In consideration of the licenses granted hereunder,
Licensee agrees to pay Licensor a royalty (the "Licensor Royalty") equal to one
Dollar ($1.00) per year.
3. Version Licensed. Licensee may use the Method and System in the form in
which it is presented in the Patent Application and may not be modified by
Licensee without the written approval of Licensor.
4. Licensor's Representations. Licensor covenants, represents and warrants
to Licensee as follows:
(a) Licensor is an individual.
(b) Licensor has full power, authority, and legal right to enter into
this Agreement and this Agreement has been duly executed and delivered by
Licensor to Licensee and is a legal, valid and binding obligation of
Licensor, enforceable against Licensor in accordance with its terms.
(c) Licensor is the sole owner of the Method and System and has all
legal and beneficial title to the Method and System free and clear of all
encumbrances.
(d) Licensor will use its best efforts to maintain all existing
patents and patent applications that Licensor owns in respect of the Method
and System, at no charge to Licensee.
5. Licensee's Representations. Licensee covenants, represents and warrants
to Licensor as follows:
(a) Licensee is a corporation duly organized, validly existing and in
good standing under the laws of Colorado and is authorized to do business
in all jurisdictions where such authorization is necessary.
(b) Licensee has full corporate power, authority, and legal right to
enter into this Agreement and this Agreement has been duly executed and
delivered by Licensee to Licensor and is a legal, valid and binding
obligation of Licensee, enforceable against Licensee in accordance with its
terms.
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(c) Licensee shall make reasonable efforts to employ the Method and
System made available by Licensor and will make available to Licensor all
information reasonably requested by Licensor to allow Licensor to evaluate
the use and results obtained by Licensee from its employment of the Method
and System.
6. Patent Protection. Licensor retains ownership over the Method and System
licensed hereunder and the ability to file additional patent applications and
copyright applications in its developments, which shall form part of the
License.
7. Confidentiality. Licensee hereby acknowledges that trade secrets and
confidential information of Licensor obtained hereby or otherwise disclosed
relating to the Method and System have been disclosed or made available in the
strictest confidence and, accordingly, each party hereby covenants and agrees
with the other that they will not disclose or use such information except in
order to fulfill the terms of this Agreement. Licensee further acknowledges that
breach of this Agreement by it or its Representatives would cause irreparable
harm and that damages would not be an adequate remedy and that the Licensor may
obtain injunctive or other equitable relief to remedy or prevent any breach or
threatened breach of this Agreement by the Licensee or any of its
Representatives. Such remedy shall not be deemed to be the exclusive remedy for
any such breach of this Agreement, but shall be in addition to all other
remedies available at law or in equity to the disclosing party. This Paragraph 7
shall survive for three (3) years following any termination of this Agreement.
8. Term and Termination. This Agreement shall continue until terminated in
accordance with this Paragraph 8. This Agreement shall terminate upon the
expiration of the ten (10) year term unless extended in writing by the parties.
Licensee may terminate this Agreement for non-payment of royalty by giving
Licensor ten (10) days notice of default and right to cure. Either party may
terminate this Agreement with written notice of termination if the other party
is in breach of any covenant hereunder on its part and such other party fails to
cure the breach within sixty (60) days of receiving written notice to cure such
breach. Termination under this Section shall be effective from the date written
notice is delivered to such other party or the date specified in the written
notice of termination, whichever is later. Neither party shall be liable to the
other for damages of any sort resulting solely from such party terminating this
Agreement in accordance with its terms.
9. Notices. Any notice required or permitted to be given under this
Agreement shall be made in writing and shall be deemed to have been given if it
is in writing and is delivered in person, sent by same day or overnight courier,
or mailed by certified or registered mail, return receipt requested, postage
prepaid, addressed to the party at its address set forth first above or at such
other address as such party may subsequently furnish to the other party by
notice hereunder. Notices will be deemed effective on the date of delivery in
the case of personal delivery, or two (2) business days after mailing or courier
pickup.
10. Governing Law. This Agreement shall be construed, enforced, performed
and in all respects governed by and in accordance with the laws of Colorado. The
parties hereto submit and agree to the exclusive jurisdiction of the courts of
Colorado.
11. Waiver. No waiver by any party of any term or condition of this
Agreement or any breach thereof shall be made effective unless made in writing
and signed by the party purporting to give the waiver. No waiver by any party of
any term or condition of this Agreement, in any one or more instances, shall be
deemed to be or construed as a waiver of the same or any other term or condition
of this Agreement on any future occasion.
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12. Severability. Any provision of this Agreement which is prohibited or
unenforceable shall be deemed automatically amended so that it is enforceable to
the maximum extent permissible under the laws of that jurisdiction without
invalidating the remaining provisions hereof.
13. Further Assurances. Each of the parties shall execute all further
documents and instruments and do all further and other things as may be
necessary to implement and carry out the terms of this Agreement.
14. Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the parties and their respective successors and permitted
assigns.
15. Independent Parties. In performing their respective responsibilities
under this Agreement, the parties are independent contractors, and this
Agreement is not intended to create and shall not be construed to create, a
relationship of partner, joint venture, principal and agent or an association
for profit between the parties.
16. Headings and Plurals. The headings herein have been inserted as a
matter of convenience only and in no way define, limit or enlarge the scope or
meaning of this Agreement or any of its provisions. Unless the context clearly
indicates otherwise, where appropriate the singular shall include the plural and
vice versa, to the extent necessary to give the terms defined herein and/or the
terms otherwise used in this Agreement their proper meanings.
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17. Entire Agreement. This Agreement and those documents expressly referred
to herein embody the entire agreement and understanding between the parties
concerning the subject matter hereof and supersede all prior understandings,
communications and agreements between the parties, written or oral, with respect
to the subject matter hereof, and all past courses of dealing or industry
custom. This Agreement may only be amended, supplemented or modified in a
written instrument duly executed by or on behalf of each party hereto. Time is
of the essence in this Agreement and for each and every term and condition
hereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed.
Vequity Corporation
Licensee
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By: //Xxxxxx X. Xxxxxxxxxx Date: July 1, 2000
Its: Executive Vice-President
//Xxxxxx X. Xxxxx
_______________________________ Date: July 1, 2000
Xxxxxx X. Xxxxx
Licensor
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