Exhibit 10.11
LICENSE AGREEMENT DATED FEBRUARY 1, 1997 BETWEEN THE COMPANY AND
COVE SHOE COMPANY, INC.
INFORMATION PLACED IN BRACKETS [ ] HAS BEEN
OMITTED IN ACCORDANCE WITH A CONFIDENTIAL
TREATMENT REQUEST PURSUANT TO RULE 406 AND
HAS BEEN FILED SEPARATELY WITH THE COMMISSION]
LICENSE AGREEMENT
This License Agreement (the "Agreement"), entered into this 1st day of February,
1997 (referred to as the "Agreement") is between:
Cove Shoe Company, Inc., a division of X.X. Xxxxx Shoe Company, a corporation
doing business at 000 Xxxxxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000, hereinafter
referred to as "Cove", and
Xxxxxx Technologies, Inc., a corporation organized under the laws of the State
of North Carolina, with its principal place of business at 000 Xxxxx Xxxx
Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000, hereinafter referred to as "Frisby".
RECITALS
WHEREAS, Frisby is the exclusive worldwide licensee of certain patented and
proprietary thermal management technologies and information relating to
microencapsulated phase change materials (hereinafter "MicroPCMs"); and
WHEREAS, Cove wishes to sublicense Xxxxxx'x technologies relating to MicroPCMs
for Cove's exclusive use in selected segments of the worldwide footwear
marketplace; and
NOW, THEREFORE, in consideration of the premises and covenants herein contained,
receipt of which is hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:
ARTICLE I- DEFINITIONS
1.01 MicroPCMs. "MicroPCMs" means microencapsulated phase change materials.
1.02 Thermasorb. "Thermasorb" means Thermasorb(TM) which is the name of Xxxxxx'x
thermal additive products based upon its licensed MicroPCM technology.
Thermasorb is a trademark of Frisby.
1.03 ComforTemp. "ComforTemp" means ComforTemp(TM) which is the name of Xxxxxx'x
insulating foam products based upon Xxxxxx'x licensed MicroPCM technology.
ComforTemp is a trademark of Frisby.
1.04 Technology. "Technology" means all of Xxxxxx'x interest in any inventions,
developments, proprietary information, patents, trademarks, trade names, trade
secrets, know-how and improvements, whether present or future, relating to
MicroPCMs, Thermasorb, and ComforTemp and their incorporation into commercial,
industrial and military products.
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1.05 End-Use Product. "End-Use Product" means boots or other footwear containing
the Technology or service performed incorporating the Technology into a product
that is presently, or may one day be, a salable product or service of Cove.
End-Use Products are specifically limited to the following styles of boots:
Military, Military Style, Miner, Firefighter, Electrical Utility Lineman, and
Outdoor, all of which will be made with Goodyear welt construction.
1.06 Royalties. "Royalty" or "Royalties" means [This information has been
omitted in accordance with a Confidential Treatment Request and has been filed
separately with the Commission.] The Royalty percentage will be based on the
schedule detailed in the section 4.03 of this Agreement titled "Royalty
Payments".
1.07 Sublicensee Payments. "Sublicensee Payments" means all monies or other
consideration received by Cove from any sublicensees for use of the Technology.
1.08 Patent. "Patent" means all patents and applications for patents, including,
but not limited to, those that are identified in Exhibit "B" and foreign
counterparts thereof, as well as all continuations, continuations-in-part,
divisions and renewals thereof, all patents which may be granted thereon, and
all reissues, reexaminations, extensions, patents of additions and patents of
importation thereof, and any common law rights associated therewith.
1.09 Proprietary Information. "Proprietary Information" means all of the
following information and materials, whether or not patentable or protected by a
copyright, to which Cove receives, or has received, access or which Cove
develops or has developed, all or in part, as a result, whether direct or
indirect, of the Agreement set forth herein: (i) production processes, marketing
techniques, purchasing or supply information, price lists, financial
information, customer names and requirements, customer data and other
information relating to the MicroPCMs, Thermasorb, ComforTemp and/or any
derivation thereof; (ii) discoveries, context and ideas, and the embodiment
thereof, including without limitation the nature and results of research and
development activities, processes, formulations, techniques and "know how";
(iii) any other materials or information related to the MicroPCMs, Thermasorb,
ComforTemp and/or any derivation thereof; and (iv) all inventions and ideas
which are derived from, or relate to, Cove's access to or knowledge of any of
the above-enumerated materials and information.
1.10 Net Sales Revenues. "Net Sales Revenues" means the revenues generated by
Cove from the sale of End-Use Products whether during the term of this Agreement
or thereafter, less the following amounts: discounts and reasonable rebates
actually allowed or granted, returns of End-Use Products which are reasonable in
light of total revenues generated from sale of End-Use Products and which are
actually made, all applicable taxes related to the sale and/or use of the
End-Use Product, and initial transportation charges of the Cove product(s) to
customers.
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1.11 Effective Date. This Agreement is effective when duly signed by the Parties
and Frisby receives the cash portion of the License Fee as detailed in Section
4.02 of this agreement titled "License Fee".
ARTICLE II - GRANT OF LICENSE
2.01 Exclusive License. Frisby grants to Cove a worldwide license to utilize the
Technology in order to design, develop, manufacture, and/or assemble the End-Use
Products. This license includes the right to use Xxxxxx'x ComforTemp and
Thermasorb Trademarks in the promotion, advertising, and marketing of the
End-Use Products. This License is exclusive with respect to utilizing the
Technology in the End-Use Products, but does not preclude or limit Frisby from
licensing the Technology to others for products and services other than under
the End-Use Products. Any sublicensing by Cove may only be for End-Use Products
consistent with the terms and conditions of this Agreement and shall require
that any sublicensee use Frisby as the sole source of supply for ComforTemp and
Thermasorb. Cove will not disclose the Technology to any sublicensee or
subcontractor unless that party has agreed in writing to hold all information in
confidence and to use the Technology solely for the purpose of designing,
developing, manufacturing, assembling or selling the End-Use Product or
components thereof for Cove.
2.02 Term of Agreement. As to End-Use Products styled for Military, Military
Style, Miner, Firefighter, and Electrical Utility Lineman, the license granted
herein is for a term of three (3) years from the Effective Date. As to End-Use
Products in the Outdoor style, this license shall be for one (1) year from the
Effective Date. Cove has the right to extend the license as to Outdoor style
End-Use Products for an additional one (1) year; provided, by October 1, 1997,
Cove has accepted orders for at least 10,000 pairs of the Outdoor style End-Use
Product. For purposes of calculating the 10,000 pairs, Cove may include any
Outdoor style orders accepted by its sublicensees. Cove may exercise this right
to extend the license as to Outdoor Style End-Use Products by delivering to
Frisby a written notice extending that license accompanied by proof that it or
its sublicensees have accepted orders for at least 10,000 pairs of End-Use
Products in the Outdoor Style. However, Frisby reserves the right to request and
approve reasonable and verifiable documentation of the 10,000 accepted orders.
If the written notice is not delivered by
October 1, 1997, the license and the right to extend the license as to Outdoor
Style End-Use Products expires.
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2.03 Relationship of Parties. Each party is an independent contractor and under
no circumstances shall any party be deemed to be a legal representative, express
or implied agent, or employee of another party. No act of any party, and no
assistance given from one party to the other, shall be construed to alter this
independent contractor relationship.
ARTICLE III- PROVISION OF COMFORTEMP AND THERMASORB
3.01 Provision of Thermasorb and ComforTemp. The sole source of supply for all
Thermasorb and ComforTemp required by Cove (or any of its subcontractors,
sublicensees, or affiliates) to support product development and production shall
be Frisby, unless Frisby provides an express written waiver of that right. Any
waiver of that right will be only as to a particular order and not of Xxxxxx'x
right to be the sole source of supply under this Agreement. Frisby shall arrange
for an adequate and available supply of Thermasorb and ComforTemp to Cove, to be
delivered FOB at the site of manufacture of the Thermasorb or ComforTemp. Frisby
agrees to supply all such products to Cove at terms no less favorable than the
most favorable terms offered to comparable commercial customers during the term
of this Agreement.
3.02 Annual Purchase Minimums. Upon signing this Agreement, Cove shall provide
Frisby with a blanket purchase order regarding each type of ComforTemp required
for its production and development needs over the next two (2) years. The
blanket purchase order shall be made according to the pricing list which is
attached and incorporated into this Agreement as Exhibit "A" and Frisby agrees
to honor the pricing as to the blanket purchase order for two (2) years from the
Effective Date. Specific orders released to Cove during that two year period
will be applied against the blanket purchase order. If Cove does not purchase
the full amount of each variety of ComforTemp as specified in the blanket
purchase order, Cove will be invoiced at the end of the two year period for the
price difference between the volumes released in each variety of ComforTemp and
the volumes stated for each such variety in the blanket purchase order. Not
later than December 1st , 1998, Cove and Frisby shall establish a blanket
purchase order for Cove's needs during the final calendar year (1999) of this
Agreement's term.
3.03 Delivery of Product. When Frisby releases specific shipments to be applied
against the blanket purchase order, the shipments shall be released not less
than ninety (90) days preceding the date Cove needs the shipment on-dock as
expressly communicated to Frisby at time of establishing the blanket purchase
order. Cove agrees to maintain an adequate on-hand inventory of ComforTemp to
support all its orders due within ninety (90) days.
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ARTICLE IV - PAYMENTS
4.01 Payments to Frisby. All amounts owed by Cove to Frisby for supply of
Thermasorb and ComforTemp or any products or services related thereto provided
by Frisby to Cove shall be paid within thirty days after billing by Frisby.
4.02 License Fees. In addition to Royalties, Cove agrees to pay Frisby a License
Fee ("License Fee") of [This information has been omitted in accordance with a
Confidential Treatment Request and has been filed separately with the
Commission.] due in full upon signing of this Agreement by Cove. As additional
License Fee, Cove agrees to perform each of the following:
(a) design and produce at least one type of End-Use Product in the
Outdoor style (by way of example, insulated hunting boot which
incorporates the Technology) for inclusion in Cove's 1997 "In the
Wild" line of boots;
(b) design and produce at least one other type of End-Use Product from
the other types of End-Use Products (i.e. military, military
style, miner, firefighter, or electric utility lineman) and make
that End-Use Product available for sale by August 31, 1997;
(c) aggressively promote the sale of both of the End-Use Products
described in subsections (a) and (b) above by, at a minimum,
displaying the End-Use Products at all applicable trade shows
where the products of Cove or X.X. Xxxxx Shoe Company, Inc. will
be displayed;
(d) preparing viewgraph presentations, such as Powerpoint, for sales
meetings with prospective customers; and
(e) prominently featuring ComforTemp(TM) and the ComforTemp(TM) logo
in all brochures, advertising, and promotional literature that
includes the End-Use Products.
4.03 Royalty Payments. In addition to the License Fee, Cove agrees to pay Frisby
royalties ("Royalties") on [This information has been omitted in accordance with
a Confidential Treatment Request and has been filed separately with the
Commission.] in accordance with the schedule set forth below. The Royalties will
be paid whether such sales occur during the term of this Agreement or
thereafter. The Royalties due shall be paid to Frisby within thirty (30) days
following the end of each calendar quarter.
[This information has been omitted in accordance with a Confidential Treatment
Request and has been filed separately with the Commission.
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4.04 Sublicensee Payments. In addition to License Fees and Royalties, Cove
agrees to pay Frisby [This information has been omitted in accordance with a
Confidential Treatment Request and has been filed separately with the
Commission.] of any and all Sublicensee Payments paid to Cove. Such payments
shall be due and payable to Frisby within thirty days following the end of each
calendar quarter in which payments were received by Cove.
4.05 Records Inspection. Cove shall maintain adequate books and records in
connection with activity under this Agreement. Frisby may audit the relevant
books and records of Cove to ensure compliance with the terms of this Agreement
upon reasonable notice to Cove. Any such audit shall be conducted during regular
business hours at Cove's offices and shall not interfere unreasonably with
Cove's business activities.
ARTICLE V - INTELLECTUAL PROPERTY
5.01 Xxxxxx'x Intellectual Property. Cove acknowledges that the Technology and
the chemical formulation of Thermasorb is proprietary and confidential and
constitutes a valuable commercial asset of Frisby. Cove, and any of its related
parties, consultants, subcontractors, sublicensees, or affiliates, shall not
incorporate the Technology in any applications other than those End-Use Products
as specifically licensed to Cove herein. Proprietary information disclosed by
either party hereunder shall be subject to the terms of the Reciprocal Secrecy
Agreement between the parties which is attached to this Agreement, and made a
part of it, as Exhibit "C".
5.02 Reports of Technical Results. Cove agrees that all information and
evaluation results generated by Cove, its consultants, subcontractors,
affiliates, or sublicensees, or otherwise obtained during the term of this
Agreement, which are related to the Technology, shall be the exclusive property
of Frisby, with rights to same licensed to Cove for the term of this Agreement.
5.03 Reporting Obligations. If Cove or its employees, contractors, affiliates,
agents, or sublicensees makes a discovery or invention during the term of this
Agreement which relates to the Technology, Cove shall promptly make such
discovery known to Frisby in writing. If the parties jointly develop, or Cove
independently develops, patentable intellectual property related to the
Technology, then that technology will be deemed Technology under this Agreement
and licensed to Cove accordingly.
5.04 Trademarks. ComforTemp(TM) and Thermasorb(TM) are Xxxxxx'x Trademarks
regarding the Technology licensed in this Agreement. Except for the licensed
right to use Xxxxxx'x Trademarks as set forth herein, during the term of this
Agreement and any time after, Cove shall not obtain any right, title or interest
to Xxxxxx'x Trademarks. All licensed products sold by Cove under the terms of
this Agreement shall appropriately reference one or more of Xxxxxx'x Trademarks
for ComforTemp or Thermasorb, as designated by Frisby. Further, Cove shall not
obtain any Trademarks or use any Tradenames that are similar thereto at any
time.
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ARTICLE VI - REPRESENTATIONS AND WARRANTIES
6.01 Representation. Frisby hereby represents and warrants that it has the right
to license the Technology to Cove, that it has not or will not enter into an
agreement which would conflict with the exclusive nature of this agreement, and
that it will pay any renewal fees necessary for the maintenance of the Patents.
Frisby also certifies that, to the best of its knowledge, Cove's use of the
Technology does not violate or infringe on the intellectual property rights of
any third party.
ARTICLE VII - TECHNICAL AND MARKETING ASSISTANCE
7.01 Support. Each party agrees to use its best efforts in support of the
development and introduction of new products which incorporate the Technology,
as well as the promotion and sales of the End-Use Products. As to Cove, this
will mean the active development and introduction of new products incorporating
the Technology, as well as the marketing and promotion of the End-Use Products.
For Frisby, this will mean the promotion of the End-Use Products as part of its
promotions for ComforTemp and Thermasorb. Frisby further agrees that within
three (3) years of the Effective Date, Frisby will subcontract with Cove (or
arrange for a third party subcontract with Cove) for research and development
efforts and the funds to support Cove's research and development efforts will be
in an amount at least equal to the cash portion of the License Fee. Frisby
further agrees, subject to its sole discretion, to support Cove at a reasonable
number of sales presentations and trade shows by providing Frisby personnel to
answer technical questions concerning the Technology posed by potential
customers.
ARTICLE VIII- MISCELLANEOUS PROVISIONS
8.01 Effect of Waiver. No waiver whether express or implied, of any breach of
any term, condition, or obligation of this Agreement shall be construed as a
waiver of any subsequent breach of that term, condition, or obligation, or any
other term, condition, or obligation of this Agreement of the same or different
nature.
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8.02 Notices. Any notice provided for in this Agreement must be in writing. If
the notice is given by certified mail, the notice will be deemed to have been
given when such certified letter, properly addressed, is mailed. If such notice
is given by any other means, it will be deemed to have been given at the time of
receipt by the addressee. If such notice is to be given to Cove, copies shall be
addressed to Xx. Xxxxxxx Xxxxxxx, V.P., c/o Cove Shoe Company, Inc., 000
Xxxxxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000. If given to Frisby, copies shall be
addressed to Xx. Xxxx Xxxxxx, Chief Executive Officer, Xxxxxx Technologies,
Inc., 000 X. Xxxx Xxxxxx, Xxxxxxxx, XX 00000. Either party hereto may at any
time, by thirty (30) days written notice to the other, designate any other
address in place of those provided in this paragraph.
8.03 Severability. It is understood and agreed by the parties to this Agreement
that if any part, term or provision of this Agreement is held to be illegal by
United States courts or in conflict with applicable law, the validity of the
remaining portions of provision shall not be affected, and the rights and
obligations of the parties hereto shall be construed and enforced consistent
with the intent of this Agreement.
8.04 Interpretation Presumption. This Agreement has been negotiated by the
parties hereto and by the respective attorneys for each party. The parties
represent and warrant to one another that each has, by counsel or otherwise,
actively participated in the finalization of this Agreement, and in the event of
a dispute concerning the interpretation of this Agreement, each party hereby
waives the doctrine that an ambiguity should be interpreted against the party
which has drafted the document.
8.05 Remedies and Defaults. Each party acknowledges and agrees that the remedies
provided in this Agreement shall be in addition to, and not in lieu of, any
other remedies provided at law or in equity, including, but not limited to, such
injunctive or other equitable relief as may be deemed appropriate by a court of
competent jurisdiction. If a party defaults in the performance of its
obligations under this Agreement, including but not limited to payment of any
monies hereunder for License Fees, Royalties, or materials supplied and that
party fails to cure such default within thirty (30) days after receipt of
written notice of such default, the non-defaulting party shall have the right to
immediately terminate this Agreement and the license provided herein.
Notwithstanding termination of this Agreement, the obligation to pay Royalties
shall not terminate for so long as End-Use Products are sold which contain the
Technology.
8.06 Successors and Assigns. This Agreement shall inure to the benefit of the
successors, heirs, representatives, or assigns of the parties. However, Cove
shall not assign their obligations or interests under this Agreement without
prior written approval from Frisby.
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8.07 Choice of Law and Dispute Resolution. This Agreement is to be governed by
and interpreted in accordance with the laws of the State of New York. All
disputes and differences of any kind arising under this Agreement which can not
be settled amicably by the parties shall be submitted to arbitration in New York
City. The arbitration shall be finally settled in accordance with the rules of
Arbitration of the American Arbitration Association by one or more arbitrators
appointed in accordance with the above mentioned rules. The decision of the
arbitration tribunal shall be final and binding upon the parties and may be
enforced in any court of competent jurisdiction, and no party shall seek redress
against the other in any court or tribunal except solely for the purpose of
obtaining execution of the arbitration award or of obtaining a judgment
consistent with the award. The parties shall bear their own costs and expenses
related to any arbitration or legal proceeding and shall share equally in the
costs, expenses and fees paid to or reimbursed on behalf of the arbitrator(s).
8.08 Complete Agreement. This document, including its Exhibits, comprises the
entire agreement with respect to the subject matter hereof and supersedes all
negotiations, representations and warranties, commitments, offers, contracts and
writings prior to the date of this Agreement. Otherwise, the Parties to this
Agreement are not to be bound by any representations or warranties other than
those set forth herein or in a written amendment hereinafter entered into by the
parties and duly executed by each party.
8.09 Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same instrument.
8.10 Warranty of Authority. The individuals actually executing this Agreement
personally represent and warrant that they have the necessary power and
authority to execute this Agreement on behalf of the party they represent, and
that their signatures are sufficient to make this Agreement the binding and
enforceable obligation of such party.
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IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO BE DULY
EXECUTED.
COVE SHOE COMPANY, INC. XXXXXX TECHNOLOGIES, INC.
a division of X.X. Xxxxx Shoe Co., Inc.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Frosby
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Its: Vice President Its: Chief Executive Officer
Exhibits to be attached:
"A" - [This information has been omitted in accordance with a Confidential
Treatment Request and has been filed separately with the Commission.]
"B" - List of Patents
"C" - Reciprocal Secrecy Agreement
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Exhibit A
COMFORTEMP FOAM [This information has been omitted in accordance with a
Confidential Treatment Request and has been filed separately with the
Commission.
APPENDIX B -
Licensed Intellectual Property
United States Patents
No. 5,499,460 Moldable Foam Insole with Reversible Enhanced
Thermal Storage
Xxx. Pend. Thermally Enhanced Foam Insulation
No. 5,290,904 Thermally Enhanced Heat Xxxxxxx (Shared with
Gateway Technologies, Inc., Boulder, CO)
Xxx. Pend. Thermal Insulating Coatings Using MicroPCMs
No. 4,807,696 Thermal Energy Storage Apparatus Using Encapsulated
Phase Change Materials
No. 4,911,232 Heat Transfer Using MicroPCM Slurries
No. 5,224,356 Thermal Energy Absorbing and Conducting Potting
Materials
No. 5,415,222 Microclimate Cooling Garments
No. 5,366,801 Fabric With Reversible Enhanced Thermal Properties
(Shared with Gateway Technologies, Inc., Boulder, CO)
Exhibit C
RECIPROCAL SECRECY AGREEMENT
This Agreement is made by and between Cove Shoe Company, Inc., having an address
of 000 Xxxxxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000, (hereinafter "Cove") and Frisby
Technologies having an office at 000 Xx. Xxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000
(hereinafter "Frisby").
Each and all of the above-mentioned companies shall also be hereinafter referred
to as "the party" or "the parties" respectively.
WHEREAS, the parties propose to hold discussions and exchange information that
each respectively considers proprietary to itself to assist considerations of
mutual business interest to in relation to the development and application of
Microencapsulated Bulk Phase Change Materials into cold weather footwear for
various commercial and military applications, the "INFORMATION".
NOW, THEREFORE, the parties agree as follows:
1. Each party agrees that for a period ending December 31, 2000, they will not
disclose INFORMATION as shall be disclosed by the other party in
documentary form or, if disclosed orally, as shall be confirmed in writing
within thirty (30) days thereafter, to any third party or use the same for
any purpose other than that contemplated herein, without the disclosing
party's prior written consent. Each party further agrees to limit access to
such INFORMATION within its company to those of its employees, and
representatives who may reasonably require the same in order to enable it
to fulfill the purpose stated above for which it is receiving the
INFORMATION. Each such employee or representative shall have entered into
an agreement with the receiving party pursuant to which she/he has agreed
to retain in confidence all INFORMATION which may come into her/his
possession as a result of employment activities;
2. The obligation of paragraph 1 shall not apply to such portions of the
INFORMATION disclosed hereunder that (i) are known to the receiving party
prior to the time of disclosure, as demonstrated by appropriate documentary
evidence antedating disclosure to the receiving party by the disclosing
party, or (ii) shall have been or become in the public domain through no
act or failure to act on the part of the receiving party or its employees
or (iii) shall be lawfully furnished to the receiving party by a third
party having a bona fide right to disclose same without restriction to the
benefit of the disclosing party to this Agreement of (iv) shall be
independently developed by the receiving party subsequent to receipt from
the disclosing party and substantiated by reasonable documentation.
3. Each party agrees that it will not, without the written permission of the
other party, use the INFORMATION which it is obligated hereunder to
maintain in confidence for any reason other than to enable the receiving
party to determine the technical and economic feasibility of its business
interests based on the INFORMATION; and that in no event will the receiving
party itself commercially practice or cause to be practiced by a third
party the technology represented by the INFORMATION which it is obligated
hereunder to hold confidential without the expressed written permission of
the disclosing party.
4. It is understood that no right or license is granted to the receiving party
by the disclosing party in connection with the INFORMATION disclosed
hereunder.
5. Nothing herein shall obligate either party to disclose to the other party
particular information and the receiving party shall have the right to
refuse or accept any particular proprietary information which is offered.
6. Any documents, drawings, materials, samples or specifications supplied by
either party, and all copies thereof, shall be returned upon request or
within 30 days after expiration or termination of this Agreement.
7. Samples and materials supplied by either Party or prepared at either
Party's direction hereunder shall be deemed to contain confidential
information of the supplying party.
8. Cove acknowledges that the chemical formulation of the shell of the
Microencapsulated Phase Change Materials is proprietary and confidential
and constitutes a valuable commercial asset of Frisby. Neither Cove, nor
any of its subcontractors, affiliates or customers shall do any evaluation
which would cause Cove to become knowledgeable of the chemical composition
of the capsule shell material or evaluate the use of the Microencapsulated
Phase Change Materials in any other application than those known to Frisby.
9. Neither Cove nor any of its customers, subcontractors or affiliates shall
place any Microencapsulated Phase Change Material technology into
production unless a mutually acceptable License Agreement or other
arrangement has been executed between Cove and Frisby.
10. This Agreement shall be governed by and interpreted in accordance with the
laws of the State of New York.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized officers or representatives as of this day and year given
below.
Cove SHOE COMPANY XXXXXX TECHNOLOGIES, INC.
By: \s\ Xxx Xxxx By: \s\ Xxxx Xxxxxx
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Name: Xxx Xxxx Name: Xxxx Xxxxxx
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Title: President Title: Chief Executive Officer
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Date: 3/13/95 Date: 21 February 1995
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