LICENSE AGREEMENT
This AGREEMENT is effective as of January 13, 1995:
The parties are identified as follows: Xxxxxxx X. Xxxxx, residing at 0000
Xxxxxxx Xxxx., Xxxx XX 00000 (hereafter sometimes referred to as "Licensor") and
BRAINTECH, INC., a Nevada corporation (hereafter referred to as "BrainTech").
BACKGROUND
WHEREAS:
A. Braintech is a start-up company formed for the purpose of acquiring,
developing and marketing products and services which utilize Proprietary Pattern
Recognition Technology (as hereinafter defined).
B. Except as specifically noted herein, Licensor has received from a major
semi-conductor manufacturer an unrestricted royalty-free paid-up license to use
the Proprietary Pattern Recognition Technology and wishes to license the same to
BrainTech.
C. BrainTech desires to acquire from Licensor a license to use the
Proprietary Pattern Recognition Technology, and a license under any patents and
copyrights (including any and all applications therefor) relating thereto
existing on the date of this Agreement, to the extent of Licensor's interest
therein.
D. The license granted herein is subject in all respects to the rights of
the owner of the Proprietary Pattern Recognition Technology.
E. BrainTech is not assuming and shall not be responsible for any
liabilities or obligations of Licensor.
F. The parties desire to provide herein for such license and related
matters as hereinafter set forth.
NOW, THEREFORE, the parties agree as follows:
1. DEFINITIONS.
The following definitions shall govern the interpretation of this
Agreement:
(a) "Pattern Recognition Technology" or "Technology" means that branch
of artificial intelligence which is directed to pattern recognition by means of
the cooperative action of a fuzzy logic program and a neural network processor.
(b) "Technical Information" means oral and written information
(whether human or machine readable) including but not limited to prototypes,
designs, drawings, manufacturing know-how, specifications, experimental data,
flow charts, source and object codes, programmers notes and masks which relates
to said Technology.
(c) "Proprietary Pattern Recognition Technology" or "Proprietary
Technology" means the Technology described in the following items of Technical
Information: Xxxxxx Xxxxxx Xx. 00000, issued October 15, 1993, International
Patent Application No. PCT/US92/03944, U.S. Patent Application S.N. 07/699321
Application filed May 13, 1991, and the corresponding Canadian Patent
Application.
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(d) "Improvements and Modifications" means versions of fuzzy logic
programs and/or neural network processors which differ from those identified in
(c) above, but which utilize circuit architectures and/or algorithms which are
similar in principle to those identified in (c) above.
(e) "Products and Services" means hardware and software products and
services which utilize the Proprietary Technology or Improvements and
Modifications thereof.
2. LICENSE OF RIGHTS TO TECHNOLOGY.
Licensor hereby grants to BrainTech, a non-exclusive, royalty-free paid-up
license, without the right to grant sub-licenses, for a term of 10 years to: (a)
the Proprietary Technology, (b) the interest and license rights, which Licensor
may now have under U.S. and foreign patents, and copyrights (including
applications therefor) relating to the Proprietary Technology, and (c)
non-proprietary Technical Information relating to Pattern Recognition Technology
which is in Licensor's possession on the date hereof.
3. RETAINED RIGHTS.
Licensor retains a non-exclusive right to all technology covered hereby,
and the right to further license and assign, to the extent not inconsistent with
the grants made herein.
4. CONSIDERATION.
As full consideration for the license to BrainTech of the rights,
properties and information set forth in Section 2 of this Agreement and for
Licensor's other covenants and agreements contained herein, BrainTech has paid
to Licensor the sum of $10,000
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and has issued to Licensor 2.5 million shares of the common stock of BrainTech.
5. LICENSOR'S EXPRESS COVENANTS AND AGREEMENTS RELATING TO THE
PROPRIETARY TECHNOLOGY.
Licensor shall, upon request by BrainTech, and at BrainTech's sole cost and
expense, provide assistance to BrainTech in connection with the preparation or
filing of all patent, copyright and mask registration applications by BrainTech
relating to Improvements and Modifications to the Proprietary Technology and/or
Products and Services based thereon. BrainTech shall reimburse Licensor for all
expenses reasonably incurred by Licensor in providing such services to
BrainTech.
6. MARKETING AT SOLE DISCRETION OF BRAINTECH.
(a) Licensor agrees that:
(i) BrainTech may license, manufacture, and/or sell products and
services using Pattern Recognition Technology which may be in competition
with Products and Services based on the Proprietary Pattern Recognition
Technology subject, of course, to the rights of owner of the Proprietary
Pattern Recognition Technology;
(ii) in the event that BrainTech develops Pattern Recognition
Technology which does not utilize Proprietary Pattern Recognition
Technology and which does not fall within the meaning of Improvements and
Modifications of Proprietary Technology, the owners of BrainTech shall have
the right to form a separate corporation to exploit such Pattern
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Recognition Technology without issuing stock in the last mentioned
corporation to Licensor or otherwise compensating Licensor; and
(iii) BrainTech shall have the absolute right, in its sole
discretion, to terminate at any time the marketing of Products and
Services, in which event, the licenses granted herein to BrainTech shall
terminate, and all rights under such licenses and in the Proprietary
Technology shall revert back to Licensor.
(b) Licensor understands that the exercise of the rights set forth in
(a) above by Braintech may materially and adversely affect the value of
Licensor's stock issued in consideration of the transfer of the Proprietary
Technology.
7. TERMINATION.
Licensor may, at his option, terminate this Agreement at any time upon or
during the bankruptcy, receivership or insolvency of BrainTech, or the
appointment of a receiver or trustee for its property, or upon or after an
assignment for the benefit of creditors, or upon the filing of a petition,
either voluntary or involuntary, for financial reorganization of BrainTech or
other adjustment of its indebtedness. Upon the occurrence of any of the above,
BrainTech shall promptly notify Licensor. Upon termination of this Agreement by
Licensor, for any reason whatsoever, BrainTech shall deliver to Licensor any
materials, programs, documentation, equipment, and other materials delivered to
BrainTech by Licensor
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hereunder, or which may relate to the licensed subject matter hereof.
8. FURTHER ASSURANCES.
Each party shall take, at the expense of the party making the request, such
actions and execute such instruments including, without limitation, instruments
of license, as the other party may reasonably request in order to evidence the
grant to BrainTech of the license described herein and otherwise to effectuate
the purposes of this Agreement.
9. ARBITRATION.
Except as provided below, all disputes arising out of or relating to this
Agreement or any breach of this Agreement which cannot be settled by the parties
shall promptly be submitted to one arbitrator and determined in arbitration in
Wichita, Kansas, pursuant to the current rules and regulations of the American
Arbitration Association. The decision of the arbitrator shall be final and
binding upon the parties, and judgment upon such decision may be entered in any
court of competent jurisdiction. Each party shall be entitled to no more than
five (5) depositions, unless otherwise agreed. Nothing herein contained shall
preclude BrainTech from seeking injunctive or other equitable relief in any
court of competent jurisdiction in the event of an actual or threatened breach
by Licensor, his employees or others of the covenants contained in Section 6
hereof.
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10. ASSIGNMENT AND BENEFIT.
This agreement shall inure to the benefit of, and be binding upon, the
parties hereto and their respective permitted successors and assigns; provided
that the rights and obligations of BrainTech under this Agreement shall not be
assigned without the prior written consent of the Licensor (which consent shall
not be unreasonably withheld), except that BrainTech may, without such consent,
make such an assignment to a parent or subsidiary entity, or to the successor of
substantially all of BrainTech's Pattern Recognition Technology business
(whether by merger, sale of assets or otherwise), but not to a corporation
formed in accordance with Section 7(a) (ii) of this Agreement.
11. NOTICES.
All notices, demands or other communications required or permitted
hereunder shall be in writing and shall be deemed to have been duly given to a
party if delivered to the person or if mailed (postage prepaid) or if sent by
fax, telex, or telecopy, confirmed in writing by mail, to the person at the
address or number set forth below, or to such other person or address or number
as either party may specify to the other, from time to time, all such notices to
be effective upon receipt:
If to BrainTech:
--------------------------
--------------------------
--------------------------
Attention: Xxxx Xxxxx
----------------
Telecopy: (000) 000-0000
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Telephone: (000) 000-0000
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and
If to Licensor:
Xx. Xxxxxxx X. Xxxxx
0000 Xxxxxxx Xxxxxxxxx, Xx. 000
Xxxx, Xxxxxx 00000
Attention:_____________________
Telecopy:______________________
Telephone:_____________________
with a copy to:
Xx. Xxx X. Xxxxxxxx
Morris, Laing, Xxxxx, Xxxxx & Xxxxxxx, Chartered
000 Xxxx Xxxxxxx, 0xx Xxxxx
Xxxxxxx, XX 00000-0000
Telecopy: (000) 000-0000
Telephone: (000) 000-0000
12. SEVERABILITY.
If any portion of this Agreement shall be held to be illegal, invalid or
unenforceable, the validity of the remaining portion of this Agreement shall be
unaffected, provided the purpose of the Agreement can be effectuated, and this
Agreement shall remain in full force and effect as if it had been executed with
the illegal, invalid or unenforceable portion omitted.
13. ENTIRE AGREEMENT.
This Agreement contains the entire understanding and agreement of the
parties. There are no other understandings or agreements, written or oral,
between the parties which are not expressed herein.
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14. CAPTIONS.
The captions of the sections herein are inserted as a matter of convenience
only and in no way define, limit or describe the scope of this Agreement or any
provisions hereof.
LICENSOR: BRAINTECH, INC.
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxx Xxxxx
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Its: Xxxxxxx X. Xxxxx Its: Xxxx Xxxxx
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