L I C E N S E A G R E E M E N T
This LICENSE AGREEMENT made as of the 16 day of June 2005 between CIMBIX
Corporation, a corporation incorporated under the laws of Washington State,
United States of America (hereinafter referred to as the "Licensee")
And,
PetsMobility Network (Canada) Inc. a corporation incorporated under the
laws of the Province of British Columbia, Canada (hereinafter referred to
as the "Grantor").
WHEREAS:
1. The Grantor is the owner of certain technological knowledge with respect
to the PetsCell Cellular Communication Device as hereinafter defined; and
2. The Licensee intends to distribute, and market the Product and Other
Products in the Territory hereinafter specified and desires a license from
the Grantor under the Technology as hereinafter defined.
IN CONSIDERATION of the mutual promises and covenants contained in this
License Agreement, and other good and valuable consideration, the receipt
and sufficiency of which is acknowledged, the parties agree as follows:
1. Definitions
In this License Agreement:
(a) "Product" shall mean the PetsCell Cellular Communication Device to be
purchased by the Licensee from the Grantor.
(b) "Other Products" shall mean but not limited to, all products, services
or otherwise, utilizing or incorporating any and all tangible and non-
tangible affiliations to PetsMobility?s business and its brands.
(c) "Technology" includes all technical information, intellectual property,
patents, patents that are pending, procedures, trademarks, trademark
pending applications, copyrights, copyright pending applications, processes,
trade secrets, methods, practices, techniques, information, bills of parts,
diagrams, drawings, specifications, blue prints, lists of materials, labor
and general costs, production manuals and data relating to the design,
manufacture, production, inspection and testing of the Product and Other
Products.
In addition, "Technology" will include; any and all improvements developed
by PetsMobility, whether patentable or not, related to the licensed patent
rights which PetsMobility has now or may develop, own or control and all
patents, which may be issued on patent rights and improvements, developed
by PetsMobility and any and all divisions, continuations, reissues and
extensions of such patents; any materials, compositions, techniques,
devices, methods or inventions relating to or based on the licensed patent
rights developed to date or in the future.
(d) "Territory" includes that Territory as outlined and described as
follows:
Master Worldwide License to Market and Distribute the PetsCell Technology
and the PetsMobility Brand in the Pet Industry.
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2. Terms of Grant of License
(1) The Grantor grants to the Licensee the exclusive license in the
Territory to use the Technology for use and sale of the Product within
the Territory.
(2) This License Agreement is contingent on the Grantor receiving One
Million Dollars US ($1,000,000) from the Licensee in non-refundable
payments as described herein; First payment of Fifty Thousand US
($50,000.00) on signing this License Agreement, an additional Two
Hundred Thousand payable by July 24th, 2005, and the remaining $750,000
to be paid within 6 months of signing in reasonable installments which
are agreeable between both parties. The Grantor reserves the right to
request shares as consideration.
(3) The Licensee agrees to provide consulting contracts to the founders
to provide ongoing services to the Licensee. Such contracts will be
negotiated in good faith and mutually agreeable to both the Licensee and
Grantor
(4) Licensee must purchase the Product from the Grantor or an approved
manufacturing and assembly facility of the Grantor. The "product,"
"other products," "technology," will be sold to the Licensee at the
manufacturer's best price for the volume of units ordered.
(5) Licensee agrees to meet minimum Product and Other Product purchase
quantities from the Grantor. Minimum purchase quantities are defined as
Product and or, Other Product orders placed by the Grantor on behalf of
the Licensee in the normal course of doing business. Further, the
Licensee agrees to pay sufficient monies to the Grantor to offset any
and all manufacturing and or ordering costs incurred by the Grantor on
behalf of the Licensee in the normal course of business.
(6) All direct costs incurred by the Grantor that are related to
Products requested by the Licensee, but not limited to, the design,
engineering, development, manufacturing, of the "product," "other
products", and "technology," as described in Section 1 (a), (b), (c)
and or related services and such will be paid by the Licensee.
Invoices paid prior to the signing of this agreement will not be paid
by the Licensee.
(7) All direct costs associated with the research and development of
Other Products requested by the Licensee shall be paid by the Licensee
on terms and conditions as to be agreed to by the parties hereto. The
Grantor shall retain title to the results, reports, inventions and
intellectual property resulting from the research and development of
any Other Products. The terms and conditions of the aforementioned
license shall include however not limited to the Royalty payable by
the Licensee to the Grantor for every Other Product manufactured and
said terms and conditions shall be included in a specific license
agreement amendment that will be attached hereto for the Other
Product.
(9) The obligation to furnish the Technology shall extend to
Technology existing at the date of this License Agreement and future
developments, improvements and associated technology.
(10) The Grantor warrants that there are no other existing licenses
under the Product for the Pet Industry in the Territory.
(11) The Grantor warrants that the Technology will be sufficient and
suitable for the manufacture of the Product provided that the
Licensee at all times conforms strictly to the Technology.
(12) The Grantor will provide the Licensee with a brand manual, which
will regulate the brand as it relates to marketing materials,
advertising materials, sales materials, promotional or printed matter
associated with the Products and Services. Any changes of material
outside of the Grantors Brand Regulations will require pre-approval
from the Grantor prior to distribution and or use.
(13) No further or different rights or licenses are granted or implied.
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3. Term of License Agreement
Subject to the provisions for early termination as set out in this
License Agreement or default by the Licensee, this License Agreement
shall remain in full force and effect for a period of Ten (10) years
and the Licensee is hereby granted the option to renew this License
Agreement for an additional Ten (10) year term subject only to the
Grantor and the Licensee, both acting reasonably and agreeing on a
royalty fee. In the event of failure to agree, the matter will be
referred to arbitration as outlined and contained in paragraph 20
herein.
4. Improvements
(1) Disclosure: Each party agrees to promptly disclose to the other
any and all technical data and information relating to any and all
developments or improvements of the Product (whether or not patentable)
and of the Technology that it may develop or acquire during the term
of this Agreement to the extent that such disclosure is not restricted
or prohibited by law, by any undertaking given to, or any condition,
restriction or restraint imposed by third parties, or by considerations
relating to the validity of any patent in respect of which application
is about to be made.
The Licensee further covenants and agrees to notify the Grantor of any
improvement and to execute promptly and without compensation any and
all papers and documents and to perform whatever lawful acts may be
reasonably deemed necessary by the Grantor in connection with the
filing of any application for letters patent or that may be necessary
or desirable to effect and maintain the Grantor?s licensed rights or
the rights of any of the Grantor?s sub-licensees in said improvements
and said applications for letters patent and in all letters patent
issuing from said applications for letters patent. All developments
or improvements of the Product shall remain the sole ownership and
property of the Grantor.
5. Obligations of the Grantor
(1) Technical Assistance: Upon the written request of the Licensee,
the Grantor shall render all Technology, training and technical
assistance necessary to be provided by the Grantor under this License
Agreement at times and places mutually agreed upon and subject to the
availability of the Grantor?s personnel and facilities. The Grantor
does not warrant or agree that any of its personnel to be furnished or
to be made available to the Licensee under this License Agreement will
speak any language other than English. The Licensee shall obtain all
necessary visas, work permits, residence permits or other permits or
approvals necessary for the entry into and working in the Territory of
all technical personnel who are to be provided by the Grantor under
the terms of this License Agreement. The Licensee shall reimburse the
Grantor for the costs with respect to any employees sent to and
maintained in the Territory under this paragraph. Such reimbursement
shall be made by the Licensee in USD currency and shall be in the
amount of the total of the following:
(a) pre-approved by the Licensee, the reasonable expenses of the
personnel in traveling to, in and around and from Territory; and
(b) pre-approved by the Licensee, the reasonable and ordinary living
expenses of the personnel while in the Territory.
The Licensee further agrees to reimburse the Grantor for the
aforementioned costs and expenses within thirty (30) days following
receipt of the Grantor's invoice.
(2) Warrants: Grantor warrants that Grantor will immediately deliver
to Licensee any and all improvements Grantor has developed on the
Product and the Technology.
(3) Verification Testing: The Grantor shall perform a verification test
on the Product manufactured in accordance with the Technology. If the
verification test indicates that the manufacture of the Product is in
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conformity with the technical specifications of the Technology, the
verification test shall be considered to have been successfully completed.
In the event that the verification is not successfully completed, the
Grantor shall analyze the causes and take the necessary measures to
eliminate the defects.
6. Compliance with Local Laws
The Licensee shall ensure that any registration or notification required
by the laws of the Territory shall have been carried out. The Licensee
shall comply with all laws and regulations as may apply with the
Territory, as applicable to this License Agreement and all transactions
and activities contemplated or to be performed under this License
Agreement, and shall procure and maintain all approvals, licenses,
permissions and permits necessary to the performance of its business and
conduct its business in a manner so as to not bring discredit upon the
reputation of the Product or the Grantor. The Licensee shall keep the
Grantor informed of any laws or regulations of the Territory, which may
affect the promotion, sales, services or maintenance of the Product in
order that the Grantor will not breach any such laws or regulations
through lack of awareness thereof.
7. Licensee's Prohibitions
(1) Advertising: All advertising by the licensee for the product, other
product or technology as defined in Section 1 (a) (b) (c) that falls
outside of the regulations outlined in the Brand Manual must be pre-
approved by the Grantor prior to distribution.
8. Consideration
(1) In consideration for signing this agreement the Grantor (PetsMobility
Network (Canada) Inc.) will receive one million dollars US ($1,000,000)
cash in consideration as per section 2 (2).
(2) Royalties: As consideration for the license granted under the
Technology, the Licensee or Sub-Licensee agrees to pay the Grantor
during the term of this License Agreement an ongoing royalty of 5% on
all gross sales or revenues earned by the Licensee (company) on "product
sales", "technology", and "other products", as outlined in sections 1(a),
(b),and (c). Such royalties will be payable on a quarterly basis. Said
payment is payable in US Dollars to the bank branch and account
designated by the Grantor.
Bank wire instructions for the aforementioned are as follows:
HSBC Bank Canada
000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0, Xxxxxx
Attn.: Xxxx xx Xxxx
Office: (000) 000-0000
Fax: (000) 000-0000
Credit to the Account of: PetsMobility Network (Canada) Inc.
If in Canadian Funds:
Branch: 016
Transit Number: 10020
Account Number: 032803-001
If in US Funds:
Branch: 016
Transit Number: 10020
Account Number: 032803-070
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(3) Payment Period: Within thirty (30) days of the end of March, June,
September and December, the Licensee shall deliver to the Grantor a
written statement giving the total number of Products and Other Products
manufactured for the quarter being reported. Concurrently with the making
of each such report, the Licensee shall remit the Royalties then due to
the Grantor in respect of the use of the Technology for the quarter being
reported.
(4) Interest on Late Payments: Interest on all late initial payments,
royalties and any other sums due to the Grantor shall be charged at the
rate of Two (2%) percent per month until payment is received.
(5) Grantor is hereby given the right by Licensee for up to two (2)
individuals to serve as representative(s) on the Licensees Board of
Directors.
9. Currency of Payment
(1) Where Convertible or Not: Except as otherwise specified in this
License Agreement, all payments required to be made by or on behalf of
the Licensee under this License Agreement shall be paid in US Dollars at
HSBC Bank Canada on the date any such payment is due, and shall be paid
to the Grantor or to such account or accounts at such bank or banks as
the Grantor may in its sole discretion designate from time to time and
the Grantor shall give the Licensee thirty days? written notice of any
such change in place of payment. In the event that the Licensee is late
in making any payment due pursuant to this License Agreement, then, in
addition to any interest charges that may accrue thereon in accordance
with this License Agreement, the exchange rate to be applied to any such
late payment shall be the Grantor's most favorable "buying" foreign
exchange rate at the Bank Of Montreal at any time during the period
commencing on the date that the payment was due and the date such payment
was actually made.
(2) Restrictive Currency Laws: If any law or regulation is imposed in the
Territory restricting or limiting the right of the Licensee to make payment
to the Grantor as provided in this License Agreement, the Licensee shall
immediately notify the Grantor of any such restrictions or limitations and
shall use its best efforts to register or qualify this License Agreement
under any such law or regulation in order to allow the Licensee to make
full payment to the Grantor as provided in this License Agreement. The
Licensee agrees to modify any terms or conditions of this License Agreement,
which would not unreasonably interfere with its utilization of the rights
granted under this License Agreement, if such modifications are necessary
in order to allow the Licensee to make full payment to the Grantor. If the
License Agreement cannot be modified to the satisfaction of both parties
so as to allow the Licensee to obtain sufficient exchange to make its
required payments, then in that event the Grantor shall have the option
of accepting payment in any other authorized currency acceptable to the
Grantor.
10. Grantor's Warranty and Indemnity re: Technology
(1) Power to Grant Rights: The Grantor warrants that it has the right to
grant the rights granted in this License Agreement and that it has
granted no other rights or licenses other than as outlined and contained
herein, which would derogate from the rights granted in this License
Agreement.
(2) Modified Product: The Grantor shall have no obligation to defend the
Licensee or to pay costs, damages or legal fees for any claim based on any
modifications made to the Product by the Licensee.
11. Licensee's Indemnity of Grantor
The Licensee agrees to indemnify and hold the Grantor harmless against any
liability, damage or expense (including costs and attorney?s fees and
expenses) by reason, or arising out of or relating to any acts, duties or
obligations or omissions of the Licensee or of any personnel employed or
otherwise engaged by the Licensee to perform the Licensee?s obligations
and duties under this License Agreement, and the Licensee shall, at the
request of the Grantor assume the defense of any demand, claim, action,
suit or proceeding brought against the Grantor by reason thereof and pay
any and all damages assessed against or that are pay able by the Grantor
as the result of the disposition of any such demand, claim, action, suit
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or proceeding. Notwithstanding the foregoing, the Grantor may be
represented in any such action, suit or proceeding at its own expense and
by its own counsel.
12. Confidentiality
(1) Confidential Information: All information, including the Technology,
other than information generally known in industry or information made
known by a third party to the Licensee other than a consequence of the
Licensee's relationship with the Grantor ("Confidential Information")
supplied by or on behalf of the Grantor pursuant to this Agreement shall
be treated as confidential by the Licensee and shall be used solely to
enable the Licensee to manufacture, use, sell and develop a market for
the Products and Other Products in accordance with this License Agreement,
and all documents containing or disclosing such Confidential Information
shall at all times be and remain the property of the Grantor; provided,
however, that the Grantor shall not during the continuance of this
License Agreement demand the delivery of such documents from the Licensee.
(2) Duty Not to Disclose: The Licensee covenants and agrees that no
Confidential Information given to it by or on behalf of the Grantor in
the manner described or otherwise shall be disclosed to anyone outside
the organization of the Licensee without the prior written consent of
the Grantor.
(3) Reasonable Efforts: The Licensee agrees to use all reasonable efforts
to take such action as may be appropriate to prevent the unauthorized use
and disclosure of, and to keep confidential all such Confidential
Information, including:
(a) ensuring that such Confidential Information is disclosed only to
responsible employees of the Licensee who have first been properly
instructed to maintain such Confidential Information in confidence;
(b) not disclosing methods of manufacture or sale of the Products or Other
Products including production and marketing plans; and
(c) safe guarding all documents against theft, damage or access by
unauthorized persons.
13. Books and Records
(1) Duty to Keep Books: The Licensee shall keep at its principal place
of business, clear and proper books of account showing manufacturing of
Products and Other Products subject to royalties under this License
Agreement and agrees that within sixty days following the last day of
March, June, September and December, it will submit a written statement
giving the total manufacturing of the Products and Other Products for
the quarter being reported.
(2) Right of Access to Books: The Grantor shall have access to the books
and records of the Licensee at all reasonable times to check all relevant
figures and information affecting or relating to the Licensee?s operations
under this License Agreement, including the amount of manufacturing of
the Products and Other Products made under this License Agreement by the
Licensee and the amount of royalties payable under this Agreement;
provided, however, that if both the Grantor and the Licensee agree upon an
independent agency such as a firm of chartered accountants to represent
them, either the Grantor or the Licensee may at its election substitute
for the Grantor's examination a certificate of the mutually agreed-upon
firm of accountants as to the amount of said Products and Other Products
manufactured and the amount of royalties payable hereunder and as to any
other information and figures that determine or relate to the operations
of the Licensee under this License Agreement. The Licensee shall supply
the Grantor with a statement of its regular auditors at the time of its
regular yearly audit, certifying the number of Products and Other Products
manufactured and the amount of royalties payable under this License
Agreement.
Page 6 of 11
(3) Right to Access after Termination: Notwithstanding termination of
this License Agreement, the Licensee shall permit such examinations to
continue to take place until all outstanding claims have been settled.
14. Excusable Delay
Neither party shall be responsible for the failure or delay in
performing any of its obligations due, directly or indirectly, by act
of God, act of public enemy, act of terrorism, acts of governmental
bodies or agencies foreign or domestic (including inability to procure
materials or to manufacture or ship ordered goods because of
governmental priority orders or allocations or restrictions upon the
use of materials or manpower), port congestion, nuclear incidents,
sabotage, riot, fire, floods, typhoons or unusually severe weather,
earthquakes, explosions or other catastrophes, epidemics or quarantine
restrictions, strikes, labor unrest or labor shortages, accident,
freight embargoes, delays occasioned by carriers or delays of a
supplier of materials, components, facilities, energy, fuel,
transportation, governmental authorizations or instructions, material
or information required from the one of the parties to the other, or
because of any other causes beyond either party?s control, in whole
or in part.
15. Licensee's Status
(1) Buyer and Seller Only: The relationship between the Licensee and
the Grantor is intended to be and shall be that of buyer and seller,
and the Licensee and its employees, agents and representatives shall
under no circumstances be considered agents, partners, joint venturers
or representatives of the Grantor. The Licensee shall not act or
attempt to act, or represent itself, directly or by implication, as
agent, joint venturer, partner or representative of the Grantor or in
any manner assume or attempt to assume or create any obligation or
liability of any kind, nature or sort, express or implied, on behalf
of or in the name of the Grantor.
(2) No Franchise: The relationship created by this License Agreement
does not constitute the granting of a franchise to the Licensee by
the Grantor and no federal or provincial franchise statute, law,
regulation or rule is intended to or has been applied by the parties,
nor shall any such franchise, statute, law, regulation or rule be
deemed or construed to apply to the formation, operation,
administration or termination of this License Agreement.
(3) This License Agreement shall remain in full force and effect if
either of the following should occur:
a) If there is an ownership change of the Grantor; or
b) If the Grantor files for bankruptcy or insolvency proceedings are
instituted by or against the Grantor.
16. Term and Termination
(1) Either party may terminate this License Agreement without notice
or other act if:
(a) bankruptcy or insolvency proceedings are instituted by or against
the Licensee, which the Licensee does not defend or which it is not
successful in defending, or the Licensee is adjudicated a bankrupt,
becomes insolvent, makes an assignment for the benefit of creditors or
proposes or makes any arrangements for the liquidation of its debts or
a receiver or receiver and manager is appointed with respect to all or
any part of the assets of the other party;
(b) in the event an excusable delay fails to permit either party to
fulfill its obligations after a delay of six (6) months after the date
the obligation would have been required to be fulfilled but for the
occurrence of the excusable delay.
(2) The Grantor may terminate this License Agreement without notice or
other act if the Licensee assigns or purports to assign this License
Agreement either in whole or in part without the prior written consent
of the Grantor.
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17. Events upon Termination
(1) Upon termination of this License Agreement for any cause whatsoever:
(a) all licenses shall immediately become the property of the Grantor;
(b) all Royalties, including Royalties on the Product then on hand or in
the course of manufacture, shall immediately become due and payable;
(c) the Licensee shall forthwith, and not later than thirty (30) days
thereafter, return free of any charge to the Grantor, all written
information of whatever kind, including graphic and electronically or
magnetically recorded documents furnished by the Grantor or created by
the Licensee in relation to the Product including, without limitation,
notes, memoranda, diaries, records, drawings, prints, sketches, plans,
specifications and other technical information made by the Licensee or
its agents, affiliates or employees and copies of any kind made thereof
by anybody, and derived from the Technology, the Product or the
manufacture thereof; further, the Licensee agrees that it will forthwith
discontinue the use of and refrain from using, disclosing or exploiting
the Technology and any technical data and information pertaining thereto
or any improvement or development in respect thereof disclosed to it
under this Agreement by the Grantor and from manufacturing or selling
the Product; and
(d) the Licensee shall cease trading in the Product and shall notify
all dealers and other interested parties of the termination. The
Licensee shall further cease to make any representations to the public
that it is an authorized Licensee or manufacturer of the Product.
(2) Notwithstanding any such termination:
(a) all warranties set out in this License Agreement and all obligations
of indemnification shall survive and continue to bind the parties for
two (2) years after the date of termination of this License Agreement;
(b) the Licensee shall honour any remaining payment obligations set out
in this License Agreement; and
(c) the Licensee shall be permitted to sell all Product manufactured
prior to the termination, provided such sales are completed by delivery
of goods and receipt of payment therefore within four (4) months of the
date of such termination and are subject to the payment obligations as
set out in this License Agreement.
18. Conformity with Local Laws
(1) Modifications on Non-conformance: The rights and obligations of the
parties under this License Agreement shall be subject to all applicable
laws, orders, regulations, directions, restrictions and limitations of
the governments having jurisdiction of the parties. In the event,
however, that any law, order, regulation, direction, restriction or
limitation, expropriation, seizure or interpretation thereof shall in
the judgment of either party substantially alter the relationship
between the parties under this License Agreement. or the advantages
derived from such relationship, either party may request the other
party to modify this License Agreement.
(2) Recording of License Agreement: The parties shall each at its own
expense in its own countries, take such steps as may be required to
satisfy the laws and requirements of the respective countries with
respect to declaring, recording or otherwise rendering this License
Agreement valid.
19. Disclosure
This License Agreement may be filed with any governmental agency or
official as determined to be appropriate by either party.
20. Dispute Resolution
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One or more arbitrators appointed in accordance with the said Rules
shall finally settle all disputes arising in connection with this
License Agreement or any modifications thereof under the Rules of
Conciliation and Arbitration of the International Chamber of Commerce.
21. Assignment
Neither this License Agreement nor any of the rights or duties of the
Licensee shall be assigned, transferred or conveyed by the Licensee,
by operation of law or otherwise, nor shall this License Agreement or
any rights of the Licensee enure to the benefit of any trustee in
bankruptcy, receiver, creditor, trustee or successor of the Licensee's
business or of its property, whether by operation of law or otherwise,
or to a purchaser of all of the shares of the Licensee or to a
purchaser of the entire business or substantially all of the assets of
the Licensee, without the prior written consent of the Grantor. The
Licensee acknowledges that the Grantor may assign this License
Agreement to an affiliate or subsidiary and Grantor shall notify
Licensee upon completion of said assignment. The Grantor acknowledges
that the Licensee may Sub-License this agreement with the written
approval of the Grantor, provided such Sub-License arrangement is
in keeping with the terms and conditions of sections 1 (a),(b),(c),
and 8 (2) of this agreement.
22. Language
Upon execution, this License Agreement may be translated into the
language of the Territory provided, however, that in the event of
any diversion between the English version and any other version, the
English version shall prevail.
23. Extended Meanings
Words importing the singular number include the plural and vice versa
and words importing gender include all genders.
24. Interpretation not Affected by Headings
The division of this License Agreement into paragraphs and the
insertion of headings are for convenience of reference only and shall
not affect the construction or interpretation of this License Agreement.
25. Applicable Law
This License Agreement is made, executed, and delivered in the Province
of British Columbia, Canada and any controversy arising hereunder or in
relation to this License Agreement shall be governed by and construed in
accordance with the Provincial laws of the Province of British Columbia,
Canada. The parties hereto hereby agree that the application of the
United Nations Convention on Contracts for the International Sale of
Goods to this License Agreement does not apply and is strictly excluded.
26. Entire License Agreement
This License Agreement constitutes the entire License Agreement of all
the parties with respect to the subject matter hereof and, except as
stated in this License Agreement and in the instruments and documents to
be executed and delivered pursuant to this License Agreement, contains
all of the representations, undertakings and agreements of all parties
respecting the subject matter hereof. There are no representations,
undertakings or agreements of any kind between all the parties respecting
the subject matter hereof except those contained in this License
Agreement.
28. Severability
The invalidity or unenforceability of any provision of this License
Agreement shall not affect the validity or enforceability of any other
provision.
29. Currency
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Unless otherwise specifically provided in this License Agreement, all
references to dollar amounts herein or other money amount are expressed in
terms of lawful money of the United Sates of America.
30. Notices
(1) Any notice or other documents required or permitted to be given under
this License Agreement shall be in writing and shall be delivered, mailed
by pre-paid registered mail, return receipt requested or sent by facsimile
transmission addressed to the party or parties to whom it is to be given
at the address shown below or at such other address or addresses as the
party or parties to whom such writing or document is to be given shall
have last notified all other parties in accordance with the provisions
of this paragraph:
(a) if to the Licensee at:
Xxxx 000 - 0000 Xxxxx Xxxxxx Xxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx
00000
Xxxxxx Xxxxxx of America
Fax: 000-000-0000
(b) if, to the Grantor at:
Xxxx 000 - 00000 Xx. 0 Xxxx,
Xxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0, Xxxxxx
Fax: 000-000-0000
(2) Any such notice or other document shall:
(a) if delivered, be deemed to have been given and received at the place
of receipt on the date of delivery, provided that if such date is a day
other than a business day in the place of receipt, such notice or document
shall be deemed to have been given and received at the place of receipt on
the first business day thereafter;
(b) if transmitted by facsimile transmission, be deemed to have been given
and received at the place of receipt on the next business day in the
country of receipt, following the day of sending, provided that the sender
has received telephone confirmation from the recipient of receipt of same
on or before the date transmission is deemed to have been received as
above, and
(c) if mailed, be deemed to have been given and received at the place of
receipt on the date of actual receipt.
(3) In the event of postal disruption, such notices or documents must
either be delivered personally or sent by facsimile transmission.
31. Amendment of License Agreement
None of the terms, conditions or provisions of this License Agreement
shall be held to have been changed, waived, varied, modified or altered
by any act or knowledge of either party, their respective agents,
servants or employees unless done so in writing signed by both parties.
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32. Waiver of Breach
No waiver on behalf of any part of any breach of the provisions of this
License Agreement shall be effective or binding on such party unless the
same shall be expressed in writing and any waiver so expressed shall not
limit or affect such party?s rights with respect to any future breach of
any of the provisions of this License Agreement.
33. Further Assurances
Each of the parties covenants and agrees that he, his heirs, executors,
administrators, successors and permitted assigns will execute such
further documents and do and perform or cause to be done and performed
such further and other acts as may be necessary or desirable from time
to time in order to give full effect to the provisions of this License
Agreement.
34. Successors and Assigns
This License Agreement shall be binding on and enure to the benefit of
the successors and assigns of both parties and all persons or
corporations succeeding to or acquiring the business now carried on by
the Grantor or the Licensee.
35. Time
When calculating the period of time within which or following which any
act is to he done or step taken the date, which is the reference day in
calculating such period, shall be excluded.
36. Time of the Essence
Time shall be of the essence of this License Agreement.
IN WITNESS WHEREOF, the parties have duly executed this License Agreement
as of the date first above written.
GRANTOR: LICESEE:
PetsMobility Network (Canada) Inc. Cimbix Corporation
/s/ Xxxxxxx Xxxx /s/ Xxxxxx Xxxxxx
________________________ ____________________
Xxxxxxx Xxxx, President Authorized Signatory
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