LICENSE AGREEMENT
EXHIBIT
99.1
THIS LICENSE AGREEMENT ("Agreement"),
made this 30th day of December, 2008 by and between PURE DÉCOR, INC., a
_____________ corporation, with an office at 00 Xxxxxx Xxxxxx, Xxxx Xxxx, Xxx
Xxxx (hereinafter called "Licensor") and Positronic Networks, Ltd. an
Israeli corporation, with an office at 00x Xxxxx
Xxxxxxxxxx Xx.,Xxx-Xxxx,Xxxxxx (hereinafter called
"Licensee").
WITNESSETH:
WHEREAS, Licensor represents and
warrants that it is the owner of all right, title and interest in and to the
Software, and related trademarks listed in Schedule A (all of which
are hereinafter called the “Software”); and
WHEREAS, Licensee desires to secure a
non-exclusive, perpetual worldwide license to utilize the Software as a backend
for a website to be operated by Licensee and/or its affiliates, and to practice
the invention and improvements contained in the Software, and Licensor is
willing to grant the same upon the terms and conditions herein set
forth;
NOW THEREFORE, in consideration of the
mutual covenants and undertakings of the parties, it is hereby agreed as
follows:
1 Grant of
License.
Licensor hereby grants to Licensee, its
subsidiaries, and affiliates, a non-exclusive, perpetual, worldwide right and
license to make, have made, and utilize the Software and to practice the
invention and improvements covered by the Software listed in Schedule
A.
2 Payment.
Licensee shall pay Licensor the sum of
One Hundred Thousand and 00/100 Dollars ($100,000.00) for the Patents in
accordance with the terms of the annexed Note.
3 Conflicting
Patents.
If someone other than Licensor secures
patent protection in the United States for the Software, or for another similar
product, so that Licensee cannot in its reasonable judgment economically or
legally make or utilize the Software, or if Licensee is unable to obtain any
effective New U.S. Patent Application required for the Software, then Licensee
shall have the right to terminate this Agreement by notice to Licensor in
writing.
4 Termination by
Licensee.
Licensee shall have the right to cancel
this Agreement at any time upon three (3) months notice in writing to
Licensor.
5 Indemnity for
Infringement.
Licensor hereby indemnifies and holds
Licensee, its subsidiaries, affiliates and sublicensees harmless against any and
all actions, suits, claims or demands whatsoever, including the costs and
expenses connected therewith, which any of them may incur or become liable to
pay by reason of any claim, suit or demand for infringement of patent because of
the manufacture, use, or sale of the Software, provided Licensor shall be
promptly notified of any such action, suit, claim or demand.
6 Term.
The term of this Agreement shall be for
the life of the last to expire of the Software listed on Schedule A, and any
modification, extension, or reissue thereof. Licensor shall promptly
delivery any modification, extension, improvements and updates (“Updates”) to
the Software to the Licensee and same shall be deemed a part of the
License.
7 Waiver.
No waiver by Licensor of any covenant
or condition of this Agreement shall be effective for any purpose whatsoever,
unless in writing signed by Licensor's duly authorized offer.
8 Bankruptcy.
In the event of any adjudication of
bankruptcy or of insolvency under any statute for the relief of debtors or the
appointment of a receiver by a court of competent jurisdiction, or the
assignment for the benefit of creditors or levy of execution directly involving
the Licensee, this Agreement shall thereupon terminate forthwith.
9 Notices.
Notices under this Agreement shall be
sent to the following addresses:
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to
Licensor at:
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00
Xxxxxx Xxxxxx
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Xxxx
Xxxx, Xxx Xxxx
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to
Licensee at:
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00x
Xxxxx Xxxxxxxxxx Xx.
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Xxx-Xxxx,
Xxxxxx
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10 Successors and
Assigns.
This Agreement and the Patents shall be
binding and shall inure to the benefit of the parties and to their heirs,
successors, and assigns.
11 No
Assignment.
Neither party shall have the right to
assign this Agreement, in whole or in part, without prior approval of the other,
provided, however, that Licensee shall have the right to assign this Agreement,
in whole or in part, at any time to one of its divisions, subdivisions or
affiliates.
12 Applicable
Law.
All matters affecting the
interpretation, form, validity, and performance of this Agreement shall be
decided under the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement the day and year first above written.
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"Licensor"
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By:
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Its
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POSITRONIC
NETWORKS, LTD.
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“Licensee”
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By:
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Its
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SCHEDULE
A
SOFTWARE
TRADEMARK
NO. FILED JURISDICTION
