SUB LICENSE AGREEMENT
THIS SUB LICENSE AGREEMENT, including the Schedules referred to
herein and attached hereto (the "Agreement"), is made and entered into this 8th day
of April 2009 by and between Rampart Reconnaissance, Inc., a private company
incorporated in the State of Nevada ("Licensor") and Rampart Defense, Inc., a
private company incorporated in the State of Nevada ("Licensee").
RECITALS
WHEREAS Licensor owns and has the right to grant sub licenses wider
certain patents, patent applications, technology, trade secrets, data, know-how and
other intellectual property relating to electromagnetic signal detection as set out in
detail in Schedule A attached (as amended) and hereafter referred to collectively as
the Licensed Products; and
WHEREAS Licensee desires to obtain from Licenser, and Licensor is willing
to grant to Licensee, an exclusive sub-license for the development and
commercialization of the Licensed Products in the United States of America in the
Licensed Field as defined in Schedule B, under the terms and conditions herein;
NOW, THEREFORE, in consideration of the mutual covenants and obligations set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Licensor and Licensee hereby agree
as follows:
1.0 DEFINITIONS
As used in this Agreement, the following terms shall have the meanings
indicated:
1.1 "Confidential Information" shall have the meaning set forth in Section
9.1 below.
1.2 "Deductible Expenses" shall mean the following items of expense
actually incurred in connection with Sales of Licensed Products (as hereinafter
defined) to the extent paid or allowed by Sub-licensees and included in accordance
with recognized principles of accounting (consistently applied) in the gross sales
price billed: (a) sales, use or turnover taxes, (b) excise value added or other taxes,
custom duties or consular fees; (c) transportation, freight, and handling charges, and
insurance on shipments to customers; (d) trade, cash Or quantity discounts or
rebates to the extent actually panted, (e) agent fees or commissions; and if) refunds
and credits for any rejected or returned Licensed Products or because of retroactive
price reductions, rebates or charges
1.3 “License Field” shall mean the permitted market applications and
marketing territory of the Licensed Products and Improvements as specified in
Schedule B attached
1.4 "improvements" shall mean all improvements, modifications, or
enhancements to the Licensed Products made by the Licensee; or licensor within
the term of this sublicense for application by the Licensee or any Sub-Licensee for
use only within the Licensed Field.
1.5 "Joint Inventions" means inventions made or conceived jointly by or for
employees of Licensor and Licensee during the term of this Agreement and which,
under principles arising under the patent laws and regulations of the United States
and/or Canada governing inventorship, would be found to be jointly invented by
Licensor and Licensee, and all intellectual property and proprietary rights therein,
thereto and thereunder
1.6 "Licensed Patents" shall mean those patents, inventors' certificates and
patent applications relating to the application of Licensed Products as set forth in
Schedule A, together with any renewal, division, continuation, continued prosecution
application or continuation-in part of any of such patents, certificates and
applications, any and all patents or certificates of invention issuing thereon, and any
and all reissues, reexaminations, extensions, divisions, renewals of or to any of the
foregoing, and any foreign counterparts of any of the foregoing.
1.7 “Licensed Trademark” shall mean trademarks owned by Licensor under
the Master License Agreement.
1.8 "Licensed Trade Secrets" shall mean all proprietary and confidential
technical information owned by the Licensor under the Master License Agreement
and relating to the inventions owned or claimed in the licensed Patents.
1.9 "Licensed Product" shall additionally mean any material, composition,
product, device or procedure the manufacture, use or sale of which would infringe
a Valid Claim (as hereinafter defined) in the country of such manufacture, use or
sale, but for a license granted hereunder.
1.10 "Operational Date" shall mean the first day that the Licensee
commences business operations relative to the Licensed Product.
1.11 “Net Revenues" shall mean the combined amounts (whether in cash or
in non cash consideration) received or invoiced by Licensee and Sub licensees,
whichever is earlier, from Sales or distribution of Licensed Products to third parties,
less Deductible Expenses.
1.12 "Sale" or "Sold" shall mean the sale, transfer, exchange or other
disposition of Licensed Products to a third party, whether by gift or otherwise,
including but not by way of limitation, the use of Licensed Products. Any commercial
use of a Licensed Product by a Sub licensee shall be considered a Sale hereunder
for accounting and royalty purposes Sales of Licensed Products shall be deemed
consummated upon the first to occur of:
a)
Receipt of payment from the purchaser;
b)
Delivery of Licensed Products to the purchaser or a common carrier,
c)
Release of licensed Products from consignment;
d)
If deemed sold by use, when first put to such use; or
e)
If otherwise transferred, exchanged or disposed of, whether by gift or
otherwise, when such transfer, exchange, gift or other disposition
occurs.
1.13 "Sub licensee(s)" shall mean any third party to whom Licensee has
sublicensed any or all of the rights in, to and under the Licensed Patents licensed
to Licensee hereunder.
1.14 "Sublicense Income" shall mean any proceeds, whether cash or
non-cash consideration, received by Licensee in connection with a grant of a
sublicense to the Licensed Patents, Licensed Trademarks or Licensed Trade
Secrets, including without limitation, any license fee payments, milestone payments,
royalty payments or other cash revenues related to such sublicense grant. For the
avoidance of doubt, Sublicense Income does not include amounts received by Sub-
licensee for Sales of Licensed Products, which shall constitute Net Revenues In
addition, Sublicense income shall not include timounts received in consideration of
equity or debt securities of Licensee (with the exception of equity premiums).
1.15 “Valid Claim" shall mean (a) any claim of an issued and unexpired
patent within the Licensed Patents which has not been held unenforceable or invalid
by a court or other governmental agency of competent jurisdiction in an unappealed
or unappealable decision, and which bas not been disclaimed or admitted to be
invalid or unenforceable through reissue or otherwise. (b) a claim in a pending patent
application within the Licensed Patents (e) any claim related to a Licensed Trade
Secret and (d) any claim related to a Licensed Trade Xxxx which has not been held
unenforceable or invalid by a court or other governmental agency of competent
jurisdiction in an unappealed or unappealable decision, and which has not been
disclaimed or admitted to he invalid or unenforceable through reissue or otherwise.
2.0 LICENSES
2.1 LICENSE GRANT. Subject to the terms and conditions of this
Agreement, Licensor hereby grants to Licensee a royalty bearing, exclusive and non-
exclusive sub-license to develop and commercialize applications of the Licensed
Products as set forth in Schedule A and improvements thereto within the United
States of America as per the License Field, including the right to grant sublicenses
in accordance with Section 2.3. In consideration of the sub-license, the Licensee
hereby agrees to advance US$200,000, as directed by the Licensor, to pay for the
costs associated with the fast track development of the Rampart IED detection
system.
2.2. OWNERSHIP; RESERVATION OF RIGHTS. Licensee acknowledges
and agrees that, except as expressly provided herein, no right title, or interest is
granted by Licensor to Licensee, implied or otherwise, in to or under the Licensed
Patents, Licensed Trademarks, Licensed Trade Secrets or the Improvements other
than as expressly set forth in this Sublicense Agreement.
2.3. SUBLICENSES. Subject to the terms and conditions of this Agreement,
Licensee shall have the right to sublicense any or all of the rights granted to
Licensee under Section 2.1; provided that any such sublicense (a) shall be made
pursuant to a binding and written agreement which protects Licensor's interests and
rights in its proprietary information and intellectual property to at least the same
extent as tins Agreement and includes specific reference and terms for royalty
payments to be paid to the. Licensor During the kiln of this Agreement, licensee shall
provide Licensor with a copy of each fully executed sublicense agreement in which
Licensee sublicenses any or all of the rights set forth in Section 2.1. Licensor must
approve all sub licenses in writing.,which approval shall not be unreasonably
withheld.
3.0 PAYMENTS AND RELATED OBLIGATIONS
3.1 ROYALTY PAYMENTS. In consideration for the rights and licenses
granted pursuant to Article 2 above, the Licensee shall pay to the Licensor on a
calendar quarterly basis an amount equal to 7% of the Net Revenues derived directly
or indirectly, in cash or in kind, from the sale of the Licensed Products and
Improvements thereto. The Licensee shall remit a detailed accounting in support of
the quarterly royalty payment. Where the Licensee grants a Sublicense under the
terms of this Agreement, sublicense shall make payments to Licensor as mutually
agreed by the Licensee and Licensor in the Sublicense agreement.
3.2 Intentionally omitted.
3.3. ADDITIONAL PAYMENTS. Except as otherwise expressly provided
herein, all other payments due to Licensor pursuant to the terms and conditions of
this Agreement shall be due and payable within 30 days after receipt of a proper
invoice therefor from Licensor. Any sums not paid when due, including amounts
determined to be due under Section 3.6, shall automatically accrue interest from the
date when due until actually paid at a rate of [10% per annum].
3.4 PAYMENT FORM. All payments made by Licensee under this
Agreement shall be made in a currency to be designated by the Licensor, and such
payments shall be made by check or wire transfer to one or more bank accounts to
be designated in writing by Licensor.
3.5 TAXES. Licensee shall pay, and shall indemnify and hold Licensor
harmless from all taxes, duties and fees directly imposed by all foreign, federal,
state, local or other taxing authorities (including, without !imitation, export, sales, use,
excise, and value-added taxes) based on the transactions or payments under this
Agreement, other than taxes imposed or based on Licensors net income, including
royalty income under this Agreement.
3.6 INSPECTION OF BOOKS AND RECORDS. Licensee shall maintain
complete and accurate books rind records. Licensee shall retain such books and
records for each quarterly period for six (6) years after the submission of the
corresponding report under Section 3.4. Upon two weeks prior written notice to
Licensee, Licensor or independent accountants selected by Licensor may have
access to such books and records to conduct a review or audit no more than twice
per calendar year at Licensors discretion, for the sole purpose of verifying the
accuracy of Licensee's reports and Licensee's compliance with this Agreement.
Such access shall be permitted during Licensee's normal business hours during the
term of this Agreement and for three (3) years after the expiration or termination of
this Agreement. In the event of any underpayment, Licensee shall promptly pay to
Licensor the difference between the amount actually paid by Licensee and the
amount determined to be owing under this Section 3.6. Any such inspection or audit
shall be at Licensor's expense.
3.7 REGULATORY FILINGS. Where required by securities or regulatory
authority having jurisdiction, the Licensee and Licensor agree to make full disclosure
and comply with all securities, exchange and regulatory requirements.
4.0 DUE DILIGENCE
4.1. DEVELOPMENT REPORTS. Licensee shall deliver to Licensor, every
120 days following the Operational Date, a written report setting forth in reasonable
detail (a) the identity of all Licensed Products or prototype products in research or
manufacturing, (b) the stage of development for each such Licensed Product or
prototype licensed and (c) the identity of any pending customer, partnership or
collaboration status, if any, related to the Licensee's efforts in connection with the
development and commercialization of the licensed Products.
4.2 EFFORTS. Licensee agrees to develop and commercialize Licensed
Products in a secure and business-like manner within the Licensed Field and to
obtain such approvals as may be necessary for the sale of Licensed Products in the
Licensed Field. Licensee may conduct such activities itself or through third parties.
5.0 IMPROVEMENTS AND JOINT INVENTIONS.
5.1 DISCLOSURE. As soon as reasonably possible. either upon creation,
development of an Improvement or conception or reduction to practice of a Joint
Invention, as the case may be. each party shall disclose the same in writing to the
other. All such disclosures shall be maintained in strict confidence by the receiving
party.
5.2 IMPROVEMENTS.
5.2.1. In the event that Licensor develops or creates Improvements,
and subject to the terms and conditions of this Agreement, Licensor agrees to grant
and hereby grants to Licensee an extension to The Licensed Field for such
Improvements inside the Licensed Field under the same terms as this license
agreement.
5.2.2. In the event that Licensee develops or creates Improvements,
and subject to the terms and conditions of this Agreement. Licensee agrees to grant
and hereby grants to Licensor a worldwide, royalty-free, sub-licensable,
non-cancellable. exclusive right and license for development, application and
commercialization for outside the Licensed Field.
6.0 REPRESENTATIONS. WARRANTIES AND COVENANTS
6.1 REPRESENTATIONS, WARRANTIES AND COVENANTS OF
LICENSOR. Licensor represents and warrants that, as of the date hereof :
6.1.1. Licensor is a corporation, duly organized, validly existing and on
good standing under the laws of the Province of its incorporation.
6.1.2. Licensor has the right and authority to gram he rights and license
gamed to Licensee under this Agreement;
6.1.3. The execution, delivery and performance of this Agreement have
been duly authorized by all necessary corporate action on the part of Licensor.
6.2 REPRESENTATIONS, WARRANTIES AND COVENANTS OF
LICENSEE. Licensee represents, warrants and covenants that, as of the date
hereof:
6.2.1. Licensee is a corporation, duly organized, validly existing and
in good standing under the laws of The United Kingdom.
6.2.2. The execution, delivery and performance of this Agreement has
been duly authorized by all necessary corporate action on the part of Licensee: and
6.2.3. Licensee will not practice any of the rights in, to or under the
Licensed Products, Licensed Patents, Joint Patents, Trade Secrets or Licensed
Trademarks outside of the Licensed Field.
6.3 Nothing in this Agreement shall be construed as conferring, by
implication, estoppel or otherwise, any license or rights under any patents, trade
secrets or trademarks of Licensor other than the Licensed Patents, Licensed Trade
Secrets or Licensed Trademarks, regardless of whether such patents or trademarks
are dominant or subordinate to the Licensed Patents or Licensed Trademarks
respectively.
6.4 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS
AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY HEREBY
DISCLAIMS, ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY
KIND. EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF
THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT AND ANY WARRANTY ARISING OUT OF PRIOR COURSE
OF DEALING AND USAGE OF TRADE.
7.0 INDEMNIFICATION
7.1 INDEMNITY. Licensee shall indemnify, defend and hold harmless
Licensor and its directors, officers, employees, agents and consultants (each an
"Indemnitee") from and against any and all liabilities, damages, losses, costs or
expenses (including reasonable attorneys' and professional fees and other expenses
of litigation and/or arbitration) (a "Liability") resulting from or arising out of a claim,
suit or proceeding brought by a third party against an Indemnitee for personal injury,
death, product liability or property damage arising out of or related to the
manufacture, use, or sale of Licensed Products within the Licensed Field except to
the extent such claim is caused by the gross negligence or willful misconduct of
Licensor.
7.2 PROCEDURE. For purposes of Section 7.1, the Indemnitee shall give
prompt written notice to Licensee of any claims, suits or proceedings by third parties
which may give rise to any claim tor which indemnification may be required under
this Article 7. Licensee shall be entitled to assume the defense and control of any
such claim at its own cost and expense, provided, however, that the Indemnitee shall
have the right to be represented by its own counsel at its own cost in such matters.
Neither licensee nor the Indemnitee shall settle or dispose of any such matter in any
manner which would adversely affect the rights or interests of the other party
(Including the obligation to indemnify hereunder) without the prior written consent of
the other party, which shall not be unreasonably withheld or delayed. Each party
shall reasonably cooperate with the other party and its counsel in the course of the
defense of any such suit, claim or demand, such cooperation to include, without
limitation, using reasonable efforts to provide or make available documents,
information and witnesses.
8.0 TERMINATION
8.1 TERM. The term of this Agreement shall commence upon the execution
of this agreement by both parties and continue in full force and effect for 15 years
unless terminated at an earlier date in accordance with Sections 8.2 and 8.3 below.
8.2 TERMINATION BY LICENSEE. Licensee shall have the right, but not
the obligation, to terminate this Agreement upon the occurrence of any of the
following events:
a) Breach or default by Licensor of any representation or warranty made in
an material term or obligation pursuant to this Agreement, which breach or default
is not cured within thirty (30) days after notice thereof to Licensor, or within such
longer reasonable period of rime during which Licensor is engaged in good faith,
best efforts to cure such breach or default.
8.3 TERMINATION BY LICENSOR. Licensor shall have the right but not the
obligation to terminate this Agreement upon the occurrence of any of the following
events:
(a) Breach or default of any material term or obligation pursuant to this
Agreement, which breach or default is not cured within thirty (30) days after notice
thereof, or within such longer reasonable period of time during which Licensee is
engaged in good faith, best efforts to cure such breach or default; or
(b) The filing by Licensee of a petition in bankruptcy or for reorganization or
for an arrangement pursuant to any bankruptcy law of the United Kingdom, and
either (i) Licensee consents to such filing, or such petition is not dismissed by
Licensee within thirty (30) days after the filing thereof.
(c) The filing of a petition proposing the adjudication of Licensee pursuant to
any bankruptcy laws of the United Kingdom, and either fi licensee consents to such
filing and such petition is not dismissed by Licensee within thirty (30) days after the
filing thereof.
8.4 EFFECT OF TERMINATION. Article 6, 7, 9 and 10 shall survive the
termination of this Agreement. All other provisions of this Agreement shall be of no
further force and effect upon such expiration or termination of this Agreement. It is
expressly recognized that termination pursuant to Sections 8.2 and 8.3 hereof
(herein "for cause”) does not reduce or eliminate any monies due and payable at that
time. Should the Licensor terminate this License, for cause, then Licensee is
obligated to cease all business operations, including the use of the name Rampart
and will be required to return to the Licensor all materials of any nature associated
with or encompassing the licensee's activities within the Licensed Field. This will
include all financial books and records together with pending and past customer
records.
9.0 CONFIDENTIAL INFORMATION
9.1 CONFIDENTIALITY. In connection with this Agreement, the parties will
provide to each other Confidential information, including but not limited, to each
party's know how, invention disclosures, proprietary materials and/or technologies,
economic information, business or research strategies, trade secrets and material
embodiments thereof. As used herein, "Confidential Information" means any
information of a confidential or proprietary nature disclosed by a party to this
Agreement to the other party in written or oral form.
9.2 CONFIDENTIALITY AND NON-USE. The recipient of a disclosing party
s confidential information shall maintain such Confidential Information in confidence
and shall disclose such Confidential Information only to those of Its employees,
agents, consultants, subcontractors, attorneys, accountants and other advisors who
have a reasonable need to know such Confidential Information and who are bound
by obligations of confidentiality and non-use no less restrictive than those set forth
herein. The recipient of the disclosing party's Confidential Information shall use such
Confidential Information solely to exercise its rights and perform its obligations under
this Agreement including, without limitation, the right to use and disclose such
Confidential Information in regulatory applications and filings), unless otherwise
mutually agreed in writing.
The recipient of the other party’s Confidential
Information shall take the same degree of care that it uses to protect its own
confidential and proprietary information of a similar nature and importance (but in
any event no less than reasonable care).
9.3 EXCLUSIONS. Confidential information shall not include information
that: (a) is in the recipient's possession prior to receipt from the disclosing party as
demonstrated by contemporaneous documentation, (b) is or becomes, through no
fault of the recipient, publicly known; (c) is furnished to the recipient by a third party
without bleach of a duty to the disclosing party; (d) is independently developed by
the recipient without use of. application of or reference to the disclosing party's
Confidential Information as demonszated by contemporaneous documentation.
9.4 LEGAL DISCLOSURES. It shall not be a violation of this Article 9 to
disclose Confidential Information required to he disclosed under applicable law, but
such disclosure shall be only for the sole purpose of and solely to the extent required
by such law, and provided that the recipient, to the extent possible, shall give the
disclosing party prior written notice of the proposed disclosure and cooperate fully
with the disclosing party to minimize the scope of any such required disclosure, to
the extent possible and in accordance with applicable law.
9..5. TERMINATION. All obligations of confidentiality and non-use imposed
under this Article 9 shall expire three (3) years after the termination of this
Agreement.
10. MISCELLANEOUS
10.1 USE OF NAME. Licensee agrees that it shall not use the name of the
Licensor in any advertising or publicity material, or make any form of representation
or statement which would constitute an express or implied endorsement by Licensor
of any Licensed Product, and that it shall not authorize others to do so, without first
having obtained written approval from Licensor, except as may be required by
governmental law, rule or regulation.
10.2 PRESS RELEASES. The parties may agree to issue a joint press
release upon execution of this Agreement or as promptly as practicable thereafter.
The content of any such Joint press release will be agreed upon by both parties.
10 3. MARKING REQUIREMENT. Licensee agrees to xxxx the appropriate
patent number or numbers on all Licensed Products made or Sold in accordance
with all applicable governmental laws, rules and regulations to the extent reasonably
possible, and to require. its Sub licensees to do the same.
10 4. GOVERNING LAW. This Agreement shall be governed by, and
construed and interpreted, in accordance with the internal laws of the Province of
British Columbia, Canada, without giving effect to any choice of law rule that would
cause the application of the laws of any jurisdiction other than the internal laws of the
Province of British Columbia to the rights and duties of the parties.
10.5 ARBITRATION. All disputes arising between the parties under this
Agreement will be settled by arbitration conducted in the English language in
accordance with the Commercial Arbitration Rules of the Canadian Arbitration
Association. The parties will cooperate with each other in causing the arbitration to
be held in as efficient and expeditious a manner as practicable. Any arbitration
proceeding instituted under this Agreement will be brought in a mutually agreeable
neutral territory. Any award rendered by the arbitrators will be final and binding upon
the parties hereto. Judgment upon the award may be entered in any court of record
of competent jurisdiction. Each party will pay its own expenses of arbitration and
expenses of the arbitrators will be equally shared unless the arbitrators assess as
part of their award all or any part of the arbitration expenses of one party (including
reasonable attorneys' fees against the other party. Each party irrevocably and
unconditionally consents to the jurisdiction of any such proceeding and waives any
objection that it may have to personal jurisdiction or the laying of venue of any such
proceeding.
10.6 FORCE MAJEURE. Neither party shall be held responsible for any
delay or failure in performance (with the exception of the payment of
money)hereunder to the extent caused by strikes, embargoes, unexpected
government requirements, civil or military authorities, acts of God, earthquake, or by
the public enemy or other causes reasonably beyond such party's control and
without such party's fault or negligence, provided that the affected party notify the
unaffected party as soon as reasonably possible, and resumes performance
hereunder as soon as reasonably possible following exception of such force majeure
event.
10.7 INDEPENDENT CONTRACTORS. The relationship of Licensor and
Licensee established by this Agreement is that of independent contractors. Nothing
in this Agreement shall be constructed to create any other relationship between
Licensor and Licensee. Neither party shall have any right, power or authority to bind
the other or assume, create or incur any expense, liability or obligation, express or
implied, on behalf of the other.
10.8 ASSIGNMENT. The parties agree that their rights and obligations
under this Agreement may not be transferred or assigned to a third party without the
prior written consent of the other party hereto. Notwithstanding the foregoing, a party
may transfer or assign its rights and obligations under this agreement, without
consent, to a successor to all or substantially all of its business or assets relating to
this Agreement, whether by sale, merger, operation of law or otherwise. Any
assignment not in conformance with this Section 10.8 shall be null and void and or
no legal effect.
10.9 NOTICES. Any notice, report, communication or consent required or
permitted by this Agreement shall be in writing and shall be sent (a) by prepaid
registered or certified mail, return receipt requested, (b) by overnight express
delivery service by a nationally recognized courier, or (c) via confirmed facsimile or
telecopy, followed within five (5) days by a copy mailed in the preceding manner,
addressed to the other party at the address shown below or at such other address
for which such party gives notice hereunder. Such notice will be deemed to have
been given when delivered or, if delivery is not accomplished by some fault of the
addressee, when tendered.
If to Licensor.
Rampart Reconnaissance, Inc.
c/o Dieterich & Associates
11835 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
If to Licensee
Rampart Reconnaissance, Inc.
c/o Dieterich & Associates
00000 Xxxx Xxxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
10.10 MODIFICATION; WAIVER. This Agreement may not be altered,
amended or modified in any way except by a writing signed by both parties. The
failure of a party to enforce any rights or provisions of the Agreement shall not be
construed to be a waiver of such rights or provisions, or a waiver by such party to
thereafter enforce such rights or provision or any other rights or provisions
hereunder No waiver shall he effective unless made in writing and signed by the
waiving party.
10.11 SEVERABILITY. If any provision of this Agreement shall be found by
a court to be void, invalid or unenforceable, the same shall be reformed to comply
with applicable laws.
IN WITNESS WHEREOF, Licensor and Licensee have caused this
Agreement to be executed by their respective duly authorized representatives the
day and year first above written.
/s/ Xxxxxxx Xxxxxxxxx
Rampart Defense, Inc.
/s/ Xxxxxxx Xxxxxxxxx
Rampart Reconnaisance, Inc.
Schedule A
The technology suite incorporated under the "Jun 26th, 2010 Amended" assignment
agreement encompasses the root EMRAC electromagnetic field (EMF) vector
gradiometer method and apparatus as disclosed in a pending US patent application
and all copyrighted firmware and software associated therewith.
It further includes all derivative applications of the root EMRAC technology for the
sensing, detection, analysis and classification of very low-power and very low-
frequency electromagnetic radiation from artificial sources such as gas-discharge
luminaries, electric motors and drives, transformers and chokes and the like, as well
as those from spark-ignition internal combustion engines, improvised explosive
device triggers, and biophysical sources such as cardiac EC emissions.
The assignment agreement also encompasses further applicable technology and
proprietary signal processing techniques resulting from ongoing research being
conducted in the areas of magnetostatic, magnetodynamic and electrostatic and
electrodynamic anomaly detection / NDT for the mining sector such as hydrocarbon
resonance imaging/ geophysical survey, and for other industry sectors such as
railroad / crane rail inspection, ship hull inspection, airframe inspection, bridge /
building reinforcing steel inspection, hist / tram / bridge / conveyor belt wire rope
inspection, rubber tire steel belting inspection, surface / subsurface and submerged
metal object detection, and biomedical fields (MEG imaging) and the subsequent
patent applications that may be filed thereon.
The assignment agreement further includes applicable technology and proprietary
signal processing techniques resulting from specific research into the detection of
reflected signals from explosive threats via the use of artificial electromagnetic (EM)
field and/or electrostatic (ES) field illumination and stimulation, including USPTO
application number 81/331,696 and any subsequent patent applications that may be
filed thereon.
FOR INTERNAL USE ONLY
Re: Rampart Detection Systems Technology Status
RAMPART TECHNOLOGY SUITE
1.) Velocity compensated deferential electromagnetic sensor (linear line source &
sensor) for electrodynamic anomaly detection at short standoff distances (<6');
2.) Pulsed differential electrostatic sensor (linear line source & sensor) for
electrodynamic anomaly detection at short standoff distances (<6');
3.) RDS Gen. III miniature electromagnetometer / differential gradiometer for the
sensing of weak low-frequency electromagnetic radiation / emissions;
4.) Intelligent pulsed electromagnetometer exciter module (point source) for
near-field conductive surface stimulus;
5.) intelligent high-voltage gradient inducing exciter module (point source);
6.) Intelligent auto-biasing / balancing free-floating electrostatic gradiometer (point
sensor);
7.) Several RDS proprietary high-speed and high-resolution (24 bits) analog to
digital data acquisition front end modules/systems (including, WiFi, Ethernet end
optical communications links);
8.) Several RDS proprietary signal processing applications / suites (filtering,
correlation, extraction, analysis & classification), software developed in C++,
Dynamic C, Visual C++ and Labview etc.;
9.) Electrodynamic crimping technology for emergency electrodynamic capping of
oil and gas pipes and xxxxx utilizing enhanced zeta and theta pinch effects for
annular wellbore / wellpipe closure;
APPLICATIONS
The above technologies and techniques can be combined to provide for the
following various Industry applications (development time frames range from 3 to
4 months per):
1.) EMRAC (Electromagnetic Radiation Analyzer & Classifier) system for the
detection of illicit power usage/consumption, as well as the detection of marijuana
grow operations, methamphetamine production labs, and DVD/CD counterfeiting
operations, 3+7+8;( in production )
2.) Ground based mobile precious/base metal survey system, 3+4+5+6+7+8;
3.) Ground-based vehicle mounted mobile roadway / roadside IED detection
system, 3+4+5+6+7+8;
4.) Portal-based person-borne IED (PBIED) detection system, 5+6+7+8:
5.) Portal-based person-borne contraband detection system, 5+6+7+8;
6.) Wide-area person-borne IED (PBIED) and luggage concealed IED and
contraband detection system, 5+6+7+8;
7.) Intelligent Field mill, for atmospheric and earthquake/volcano electric field
research, 6+7+8;
8.) Inspection system for steel-cord reenforced conveyer belting, 1+2+7+8;
9.) Inspection system for bridge/overpass/foundation concrete reenforcing steel,
1+2+7+8;
10.) Inspection system for elevator/hoist wire ropes, 1-p2+7+8,
11.) Inspection system for ship hull weld seams, 1+2+7+8;
12.) Inspection systern for airframes, 1+2+7+8;
13.) Inspection system for all tanks. 1+2+7+8;
14.) Inspection system for steel-cord radial tires, 1+2+7+8;
15.) High-speed inspection system for steel railroad rails, 1+2+7+8;
16.) Dielectric 3D gradiometer/Imaging system for human X-ray pre-screening,
5+6+7+8:
17.) Human heartbeat sensing system for the detection of the presence of Live
humans in disaster/rescue and hostage situations, 3+7+8;
18.) Dielectric gradiometer/Imaging system for crop growth stress evaluation,
5+6+7+8.
19.) Emergency prevention of run-away oil and gas pipeline leaks, 9
Schedule B
The License Field:
The exclusive application of the Licensed Product and Improvements for Military
use in the United States of America and non-exclusive use in Territories in which
the United States of America has military operations.
