EXCLUSIVE LICENSEE TERRITORIAL AGREEMENT
This Exclusive Licensee Agreement ("Agreement") is entered into by and
between Xxxxx X. Xxxxxxx, a private citizen residing in Las Vegas, Nevada
(hereinafter referred to as "INVENTOR") and Anonymous Data Corporation, a
Nevada Corporation, (hereafter referred to as "Licensee") this 14th day of
May, 1998.
It is the parties'desire and intent to enter into agreement for
granting an exclusive License from INVENTOR to Licensee for the
intellectual property rights related to US patents 08/910,062 and
08/686,211. The License rights include the rights to use, make, sell and
operate products and/or services covered by said patents (hereinafter
called the PRODUCTS and SERVICES) in the geographic area of the United
States. It is understood and agreed by the parties that the license herein
granted pertains only to 08/910,062 and 08/686,211and does not include
rights to other US patents regarding enhancements in the same field of the
art or continuations in part of US 08/910,062 or 08/686,211 or other
patents pending or granted to INVENTOR in countries other than the United
States. This agreement supersedes any previous agreement between the
parties regarding these matters.
In consideration of the mutual promises, terms, conditions, covenants
and exchange of value as stared herein, the parties agree as follows:
TERRITORY
1. INVENTOR grants to Licensee the right to use, make, sell and
operate the PRODUCTS and SERVICES in the geographic territory of the United
States and any additional territories hereafter acquired by Licensee
(together, the "Territory").
2. The Territory granted to Licensee shall be exclusive for the
entire term of this Agreement.
3. Provided Licensee is not in breach, default or violation of
this Agreement, INVENTOR agrees (a) not to license any other person or
entity to use, make, sell or operate the PRODUCTS and SERVICES covered
under US patents 08/910,062 and 08/686,211 in the geographic territory
during the term of this Agreement without prior written agreement of the
parties; and (b) to offer Licensee right of first refusal on purchasing a
license from INVENTOR for foreign patents rights in the same field of the
art or enhancements related to the field of art of 08/910,062 and
08/686,211.
TERM
4. The term of this Agreement shall be 10 years from the date of
full execution of this Agreement and for so long a period as Licensee shall
remain in business and in compliance with this Agreement.
5. The term of this Agreement may, at INVENTOR's sole option, be
terminated sooner than the term specified in paragraph 4 above in the event
of any breach, default or violation of any of the material terms and
conditions of this Agreement. This right to terminate shall be in addition
to and not exclusive of any other rights and remedies INVENTOR has or may
have under this Agreement or Nevada law.
CONSIDERATION
6. In consideration of the granting of this exclusive license to
Licensee by INVENTOR, Licensee agrees to pay to INVENTOR common stock of
Anonymous Data Corporation in the amount of one million shares.
7. As additional consideration for the granting of this License, Licensee
also agrees to pay to INVENTOR a royalty as follows:
a. Three percent (3%) of the first $10 million gross revenues
to Licensee from the manufacture, use, sale, or operation of the
PRODUCTS and SERVICES (License Revenues);
b. Two percent (2%) of License Revenues to the extent that
License Revenues exceed $10 million but are less than $25 million; and
c. One percent (1%) of License Revenues to the extent that
License Revenues exceed $25 million.
d. Licensee, in order to retain to
Licensee the first right of refusal on INVENTOR patents regarding
enhancements in the same field of the art and foreign patents in the same
field of patent art, agrees to provide INVENTOR with sufficient funds to
prosecute same including the filing and examination and issue fees for such
additional patents.
Notwithstanding anything to the contrary set forth herein, it is
expressly understood and agreed that in the event Licensee does not produce
revenue from the manufacture, use, sale, or operation of the PRODUCTS and
SERVICES within the territory of at least $1 million within seven (7) years
from the date hereof, this Agreement shall automatically terminate without
further liability or any action by the parties hereto.
MARKETING
8. INVENTOR shall provide Licensee, at INVENTOR's sole cost, with
copy of the US patents 08/910,062 and 08/686,211.
9. Other than as set forth above, INVENTOR shall not be obligated to
supply Licensee with any other materials other than explanatory material
and background material related to US patent 08/910,062 and 08/686,211.
10. Licensee shall not use, display or manufacture any marketing materials
which advertise, promote or market services or products related to US
patent 08/910,062 and/or 08/686,211, except those marketing materials
approved by INVENTOR in writing. For the purpose of this Agreement, the
term marketing materials shall include all tangible materials authorized to
be used by Licensee for any marketing of PRODUCTS and SERVICES.
11. Licensee and any of Licensee's employees, agents, or contractors
shall at all times, during the term of this Agreement, comply with and
adhere to good standards of medical and laboratory practice and appearance,
while marketing products or services related to US patent 08/910,062 and
08/686,211.
INDEPENDENT CONTRACTOR
12. Licensee shall be an independent contractor and not an employee
of INVENTOR during the entire term of this Agreement. The relationship
between INVENTOR and Licensee is defined solely by this Agreement. Nothing
in this Agreement shall be construed to prevent Licensee from engaging in
other business of its' own choice so long as all material terms and
conditions of this Agreement are complied with by Licensee.
13. Each party acknowledges, understands and agrees that neither
shall be responsible for the other party's state taxes, federal taxes,
benefits, insurance or other obligations associated with an
employer/employee relationship of any nature whatsoever.
WARRANTIES
INVENTOR'S WARRANTIES
14. INVENTOR warrants and represents the following:
a. INVENTOR is the owner of US patents 08/910,062 and
08/686,211. INVENTOR shall use its' reasonable and best efforts to carry
out the terms and conditions of this Agreement.
b. INVENTOR is a private citizen residing in Nevada. No consent,
approval or authorization of, registration with or declaration to any
person or entity is required in connection with the execution and delivery
of this Agreement by INVENTOR or in connection with the performance by
INVENTOR of any agreement contained herein.
c. INVENTOR has not offered to or entered into an agreement with any
third person or party which would violate or interfere with the terms and
conditions of this Agreement.
LICENSEE'S WARRANTIES
15. Licensee warrants and represents the following:
a. Licensee has entered into no other agreements, either orally or
in writing, which will interfere with, breach or violate the terms and
conditions, of this Agreement.
b. Licensee is, at all times, an independent contractor to INVENTOR.
c. Licensee shall use its reasonable, best efforts in carrying out
its obligations under the Agreement.
DEFAULT
16. In addition to the breach, default, or violation of any of the
material terms and conditions of this Agreement, Licensee shall be in
default of this Agreement upon the occurrence of any one of the following:
a. If Licensee is the subject of a voluntary or involuntary
petition for bankruptcy under any chapter of the United States
Bankruptcy Code;
b. If Licensee is determined to be insolvent, unable to pay
creditors when debts are due, or is the subject of a receivership;
c. If INVENTOR reasonably determines that Licensee has engaged
in any fraud, misrepresentation or criminal actions of a misdemeanor
or felony nature, excluding minor traffic violations, regardless of
whether Licensee is convicted by a court of competent jurisdiction of
any alleged offense.
17. In the event of material breach, violation, or default by
Licensee, then in addition to all other remedies allowed by this Agreement
and by Nevada law, INVENTOR shall be entitled to any or all of the
following right and remedies:
a. Recovery of damages, including but not limited to exemplary
damages, where applicable;
b. Recovery of reasonable attorney fees, expert witness fees,
costs and expenses of any litigation brought to enforce this
Agreement;
c. Injunctive relief;
d. Declaratory relief;
e. Termination of this Agreement;
f. Forfeiture of all outstanding sales commissions earned by or
owed to Licensee as liquidated damages.
18. Except as otherwise provided herein, all notices, including
notice of default, breach or violation of this Agreement, shall be served
either personally or mailed by U.S. certified mail, return receipt
requested, to the following address, or to such other address as Licensee
or INVENTOR may establish by notice to the other hereunder:
a. to INVENTOR
Xxxxx X. Xxxxxxx
0000 Xxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
b. to Licensee
Anonymous Data Corporation
0000 X. Xxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
Notice shall be effective upon receipt of written notice.
NON-COMPETITION AND TRADE SECRETS
19. In the event that this Agreement is terminated for any purpose as
properly allowed under this Agreement, then Licensee agrees that it has no
remaining patent license rights regarding US patents 08/910,062 and
08/686,211and in any event shall not compete with INVENTOR either directly
or indirectly, in the use, sale, marketing, or distribution of any PRODUCTS
or SERVICES offered for sale or sold in the geographic area for a period of
not less than three (3) years from the date of termination of this
Agreement. This covenant not to compete shall extend to Licensee, its
employees, heirs, assigns, members, shareholders, officers, directors and
agents. Licensee acknowledges that this Agreement contains good and
sufficient consideration to bind it to this covenant not to compete, and
that this covenant not to compete is fair, reasonable, and not
unconscionable.
ACCOUNTING
20. Licensee shall provide INVENTOR with copies of its monthly
accounting of Licensee's sales each month. Each accounting period shall
end with the last day of the month and the monthly accounting reports shall
be mailed to Licensee on or before the 10th day of each month following the
end of the preceding month. All distributions of compensation to INVENTOR
shall be disbursed by the 20th day of each month beginning with the first
full month of operation.
21. All parts of this Agreement shall be controlled by Nevada law and
in the event of any disputes concerning the terms and conditions of this
Agreement, venue for such action shall be in Nevada.
22. The captions contained herein are for reference purposes only and
they shall not be used to construe the intent of the parties to this
Agreement.
23. All warranties, representations, remedies and the provisions of
paragraphs 17 and 19 above shall survive the termination of this Agreement.
24. INVENTOR and Licensee agree not to assign, convey or in any way
transfer their respective interests, in whole or in part, in this Agreement
to any third party, without the prior written consent of the other party.
Any such requested consent shall not be unreasonably withheld or delayed.
25. INVENTOR understands and acknowledges that Licensee will expend
considerable time, effort and expense in reliance upon this agreement
raising capital necessary to market PRODUCTS and SERVICES. INVENTOR
therefore specifically covenants and agrees that notwithstanding any
provision to the contrary set forth, for so long as this Agreement shall
remain in effect, it will not enter or attempt to enter into a similar
agreement with any third party, or otherwise license, sell, transfer, or
make any other agreement with any third party regarding this Agreement.
26. All provisions of this Agreement shall be binding on the parties,
their heirs, assigns, agents, employees, officers, directors, shareholders,
and members, as applicable.
Dated: 14 May 1998 By: X.X. Xxxxxxx
INVENTOR
Dated: 14 May 1998 By: Xxxxx X. Xxxxxxxxx
Anonymous Data Corporation
