EXHIBIT 10.6
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LICENSE AGREEMENT
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THIS AGREEMENT MADE EFFECTIVE AND EXECUTED AS OF October 31, 2001 (the
"Effective Date").
BETWEEN:
REACH TECHNOLOGIES, INC
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Suite 201 - 0000 X 00xx Xxx
Xxxxxxxxx, X.X.
X0X 0X0
("REACH")
AND:
WIZBANG TECHNOLOGIES INC.
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Suite 679, 185 - 000 Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxx Xxxxxxxx
XXXXXX X0X 0X0
("WIZBANG")
WHEREAS:
A. REACH (a British Columbia Corporation) is in the business producing
Digital Data Recorders;
B. WIZBANG (a Washington Corporation) is a corporation specifically
created to market REACH'S Digital Data Recorders through the purchase
of the Licensing Agreement dated September 22, 2000;
C. REACH and WIZBANG wish to amend the Licensing Agreement dated
September 22, 2000 as it pertains to territories (the "Transaction");
D. REACH and WIZBANG agree that this Agreement will constitute a binding
agreement upon them in respect of the Transaction, such to be on the
terms and conditions contained herein;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants
and agreements herein contained, the parties hereto do covenant and agree (the
"Agreement") each with the other as follows:
1. REPRESENTATIONS AND WARRANTIES
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1.1 WIZBANG represents and warrants to REACH that WIZBANG has good and
sufficient right and authority to enter into this Agreement and carry out its
obligations under this Agreement on the terms and conditions set forth herein,
and this Agreement is a binding agreement upon WIZBANG enforceable against it in
accordance with its terms and conditions.
1.2 REACH represents and warrants to WIZBANG that REACH has good and
sufficient right and authority to enter into this Agreement and carry out its
obligations under this Agreement on the terms and conditions set forth herein,
and this Agreement is a binding agreement upon REACH enforceable against it in
accordance with its terms and conditions.
2. LICENSE AMENDMENT
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2.1 The parties agree that, in exchange for the payment by promissory note
of $20,000 by WIZBANG to REACH and subject to the terms and conditions of this
Agreement, the Licensing Agreement dated September 22, 2000 will be converted as
follows:
(a) The Licence Agreement will be a worldwide exclusive licence, except in
the territories of Washington DC, Virginia, West Virginia, Maryland,
Pennsylvania, New York, Connecticut, Massachusetts, Vermont, New
Hampshire, Maine, Ohio, Kentucky and Tennessee were the license will
be non exclusive (the "Nonexclusive Territories"));
(b) WIZBANG will continue to purchase and resell the Digital Data Recorder
licensed product line from REACH; and
(c) WIZBANG will also have the right to arrange for customer purchase
orders to be made out directly to REACH and to require REACH to
invoice the customers directly and to remit the gross invoice receipts
to Wizbang when received. In such cases WIZBANG is required to remit
the wholesale purchase price back to REACH within 5 days of receipt of
the invoice proceeds. Arrangement may be made with REACH for later
payment of the wholesale purchase price if mutually agreed.
2.2 All other terms in the Licensing Agreement dated September 22, 2000
shall remain.
3. GENERAL
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3.1 Time and each of the terms and conditions of this Agreement shall be of
the essence of this Agreement.
3.2 This Agreement constitutes the entire agreement between the parties
hereto in respect of the matters referred to herein.
3.3 The parties hereto shall execute and deliver all such further documents
and do all such acts as any party may, either before or after the execution of
this Agreement, reasonably require of the other in order that the full intent
and meaning of this Agreement is carried out.
3.4 No amendment or interpretation of this Agreement shall be binding upon
the parties hereto unless such amendment or interpretation is in written form
executed by all of the parties to this Agreement.
3.5 Any notice or other communication of any kind whatsoever to be given
under this Agreement shall be in writing and shall be delivered by hand, email
or by mail to the parties at:
Reach Technologies, Inc. Xxxxx 000 - 0000X Xxxxxxxx Xxxxxx
Xxxxx 000 - 0000 Xxxx Avenue Victoria, B.C.
Xxxxxxxxx, X.X. Xxxxxx X0X 0X0
X0X 0X0
Attention: Xxxxx Xxxxx Attention: Xxxx Xxxxxxxxxxxxx
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or to such other addresses as may be given in writing by the parties hereto in
the manner provided for in this paragraph.
3.6 This Agreement may not be assigned by any party hereto without the prior
written consent of all of the parties hereto.
3.7 This Agreement shall be governed by the laws of Washington State
applicable therein, and the parties hereby attorn to the jurisdiction of the
Courts of Washington State.
3.8 This Agreement may be signed by fax and in counterpart.
IN WITNESS WHEREOF the parties have hereunto set their hands and seals effective
as of the Effective Date first above written.
SIGNED, SEALED AND DELIVERED BY SIGNED, SEALED AND DELIVERED BY
REACH TECHNOLOGIES, INC WIZBANG TECHNOLOGIES INC.
per: /s/ Xxxxx Xxxxx per: /s/ Xxxx Xxxxxxxxxxxxx
Authorized Signatory Authorized Signatory
Name of Signatory: Xxxxx Xxxxx Name of Signatory: Xxxx Xxxxxxxxxxxxx
Title of Signatory: Director Title of Signatory: Director
PROMISSORY NOTE
October 31, 2001
FOR VALUE RECEIVED, Wizbang Technologies Inc. of Suite 679, 185 - 000 Xxxxx
Xxxxxx, Xxxxxxxx, Xxxxxxx Xxxxxxxx XXXXXX X0X 0X0 promises to pay to the order
of Reach Technologies Inc., Suite 103 - 0000X Xxxxxxxx Xxx Xxxxxxxx, X.X.
Xxxxxx X0X 0X0, or its assigns ("Holder"), the sum of twenty thousand dollars
($20,000.00 US) in the following manner:
Interest shall accrue on the unpaid balance at the rate of seven percent
(7%) per annum from the date set forth above.
Principle and interest is due on October 31, 2003 or by earlier demand by
the Holder. Prepayment may be made at any time.
Upon default in the payment or of interest within ten (10) days of
when payment is due, the whole of the principal sum then remaining unpaid and
all interest accrued thereon shall, at the option of Holder, become immediately
due and payable, without demand or notice. In the event any payment hereunder
is not made within ten (10) days of when payment is due, Reach Technologies, Inc
shall have the right to terminate Licensing Agreement dated September 22, 2000,
as amended October 31, 2001, immediately and without penalty.
This Note shall be construed in accordance with the laws of the State of
Washington and venue shall lie in King County, Washington.
This Agreement may be signed by fax and in counterpart.
EXECUTED as of this 31st day of October, 2001.
/s/ Xxxx Xxxxxxxxxxxxx /s/ Xxxxx Xxxxx
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Wizbang Technologies Inc. Reach Technologies Inc
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