LICENSING AGREEMENT
This Agreement dated the 27th day of August 2000
BETWEEN: Xxxxxxxx Resonance Enterprises, Inc. a Nevada Corporation
having registered offices in the state of Florida at 0000
Xxx Xxxx, Xxxxx # 000, Xxxxxxx Xxxxx, Xxxxxxx 00000
(hereinafter called the"licensor").
AND: Enviro Wood Fibre Block & Brick, Inc., a Delaware
Corporation having office and place of business at 0000
Xxxxx Xxxxxxx Xxxxxxx # 000, Xxxxxx Xxxxx, Xxxxxxx 00000
(hereinafter called the "licensee").
WHEREAS: The licensor is the holder of certain technology relating to
resonated water and Bio-electric magnetic resonance patents
and technology for use and application in the
building/construction industries as well as environmental
and conservation industries inclusive of waste management
and pollution by means of devices known as "resonators"
(the "licensed property").
The Licensee has developed or acquired in the course
of his business, valuable Know-How technology, applications,
contracts, product demand, manufacturing, and other technical
information and business contacts relating to the Licensed
Property its applications and is the sole owner of numerous
inventions, trade marks, patents, improvements and Know-How
and can utilize the licensed property to expand the
licensee(s) base business and improve existing products.
The licensee desires to obtain from the licensor on
the terms and conditions set forth, the exclusive right to
manufacture, sell, package and use in the territory
hereinafter defined, the licensed property for which the
rights are held by the licensor and to use the licensor's
know-how in the area of resonance technology.
The licensor is willing to grant such licensing
rights to the licensee under the following terms and conditions:
SECTION 1: The term of this agreement shall be for a period of
ten (10) Licensed years which shall commence on the date of
execution of this agreement and can be extended
automatically for an additional period of three (3) years
unless earlier terminated by either part to this agreement
upon prior written notification to the other of not less
than ninety (90) days prior to the expiration of the term of
this agreement.
SECTION 2: The Licensor agrees that from the date of execution
of this agreement until the final termination date of this
agreement the Licensor will not sell, distribute, market the
licensed property within the territory.
The Licensee agrees that from the date of execution
of this agreement until its termination, the Licensee will
not, without written consent and approval of the Licensor,
sell, market, distribute the licensed property except within
the assigned territory.
Any and all intellectual property rights of the
Licensor are the property and are retained
by the Licensor at all times. This agreement does not
constitute a transfer of any of the
Licensor's technologies and or intellectual property to the
Licensee.
SECTION 3: The Licensee shall acquire the licensed property
technology, systems, and/or components only from the
Licensor. Any licensed property manufactured by the
Licensee shall meet all of the product designs and
specifications imposed by the Licensor.
The Licensee agrees that at his expense to obtain all
required permits, licenses, approvals required by the laws
of any jurisdiction where the licensed property is
manufactured or sold by the Licensee or any sub-licensees.
SECTION 4: The Licensor grants to the Licensee the right to
manufacture, use, sell, market, and distribute the
Licensor's licensed property and to use the Licensees know
how in its own territory and operations inclusive of
sub-licensees within the Licensees territory.
SECTION 5: All disclosures between the Licensor and Licensee
inclusive of instructions, engineering data and design,
protocols, components and design shall be made and deemed to
be of a confidential nature and shall be not be disclosed to
others without the consent and written approval of the
Licensor unless the information resides or is part of public
domain knowledge. This obligation of non-disclosure shall
remain in force and in effect for the term of the
agreement as it may required from time to time.
The Licensee agrees to pay any and all reasonable
travel and living expenses of such of the Licensor's
personnel relating to plant setup, consulting, design and
engineering, calibration, and or enhancements in technology
as it may required from time to time.
The Licensee agrees to pay for any component or
manufactured item made by the Licensor which will be utilized
as part of the licensed property at a fair and equitable
price from the Licensor if available or any approved
sub-licensee provided that such components are not
produced/manufactured by the Licensee.
SECTION 6: "Royalty Fee" shall mean the fee paid to the Licensor
by the Licensee for the Licensed Property based upon the
number of patio blocks, building blocks or decorative yard
items manufactured by the Licensee or any sub-licensee, as
well as the negotiated project royalty fee on a project by
project basis as it relates to the environment, waste
management, and pollution. Royalty fees shall be paid within
thirty (30) days after the close of every quarter. Said
royalty fees shall be accompanied with a full
accounting/sales audit report.
SECTION 7: The Licensor and Licensee agree to exchange
Confidentiality Agreements which will form part of this
agreement. The Licensee and Licensor shall take such steps
as to ensure and maintain that its agents, employees,
executives and consultants maintain absolute
confidentiality of any proprietary information. These
confidentiality agreements shall be in force until the
termination of this agreement.
SECTION 8: In consideration for granting to the Licensee the
rights to the Licensed property in the territory and
granting the option to manufacture, sell, distribute and sub
license the Licensor's technology. The Licensee shall pay a
royalty fee to the Licensor as follows:
The licensee shall pay the licensor for each
resonated patio block, building block, decorative item or
alike manufactured and sold by the Licensee or any
sub-licensee a royalty fee of ONE HALF CENT ($0.005) U.S.
Currency.
The licensee further agrees to pay the licensor a
minimum project royalty fee with regards to the environment,
waste management and pollution projects for which the
licensee may utilize the technology licensed under this
agreement a minimum royalty fee of THREE PERCENT (3%) of the
gross value of the contract project. Payment methodology
will be determined and based on the Licensee's
contract/project payments but in any event not less than
semi-annual payments.
SECTION 9: The licensor shall have the right to inspect at least
once a year the accounting books and sales records of the
Licensee at the sole expense of the Licensor. The licensor
shall have a period of six (6) months after the close of
each calendar year to assert any claims or to claim
any discrepancies found in the audit. Claims not made or
asserted within the said period will thereafter be barred
from collection and or payment due from the licensee. The
licensor must give the licensee a minimum of five (5)
business days notice when annual audit is to take place.
SECTION 10: If either Party is declared or adjudicated bankrupt
or make a general assignment for the benefit of creditors or
a proposal or arrangement under the Bankruptcy Act or any
successor legislation thereto, or admits in writing the
inability to pay debts generally as they become
due, or a petition is filed against the Party under The
Bankruptcy Act or a trustee, receiver or manager is
appointed with similar powers this agreement shall be
immediately terminated.
SECTION 11: A Party will not be liable for any delay or failure
to perform its obligations under this agreement if the delay
or failure is due to circumstances over which that Party
could not reasonably have exercised control. (Force Majeure)
SECTION 12: Either Party may terminate this agreement with
immediate effect by giving notice to the other Party if the
other Party:
A. Breaches any provision of this Agreement and
fails to remedy the breach within 45 days after
receiving notice from the Party not in breach
requiring it to do so.
B. Ceased to conduct its business in the normal
manner.
C. Bankruptcy filing or proceedings.
D. Confidentiality breach
SECTION 13: "Territory" shall mean all countries in North
America, Latin America, The Middle East, Africa, the
Caribbean Basin, Australia, Japan, Taiwan, and current
European Union Members.
SECTION 14: The rights granted by the Licensor to the Licensee
under this agreement may be assigned, sub-licensed, or
transferred by the Licensee upon such assignee or
sub-licensee first agreeing in writing to be bound the
substantive terms of this agreement. Except as otherwise
provided herein, this agreement shall enure to the benefit
of and be binding upon the Parties hereto and their
respective successors and assigns.
SECTION 15: In the event of any legal disputes may arise from
this agreement the Parties hereby agree that legal venue
shall be Palm Beach County, and any legal costs arising from
any disputes shall be paid individually by the Licensor and
by the Licensee.
SECTION 16: All notices under this agreement shall be in writing
and shall be deemed to be effectively given when sent via
registered mail, express mail service, or faxed.
Licensor: Enviro Wood Fibre Block and Brick, Inc.
0000 Xxxxx Xxxxxxx Xxxxxxx # 000
Xxxxxx Xxxxx, Xxxxxxx 00000
Licensee: Xxxxxxxx Resonance Enterprises, Inc.
0000 Xxx Xxxx Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxx 00000
SECTION 17: This agreement constitutes the whole agreement
between the Parties. Any amendment or variation of this
agreement shall only be made in writing and shall only be
valid when signed by duly authorized representatives of both
Parties.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the
date first herein written.
XXXXXXXX RESONANCE ENTERPRISES, INC.
Per: /s/ X.X. Xxxxxxxx
C.O.O.
ENVIRO WOOD FIBRE BLOCK & BRICK, INC.
Per: /s/ Xxxxx Xxxxx
President
