TECHNOLOGY SUB-LICENSE AGREEMENT
THIS AGREEMENT is made this 18th day of March, 1999
BETWEEN:
Geneva Resources, Inc., a Nevada corporation having an office at 000 Xxxxxxxx,
Xxxxx 000 Xxxxxx Xxxxx, XX 00000 (hereinafter "GENEVA");
and
Xxxx-Atlantic Corporation, a Colorado corporation having an office at 0000 Xxxxx
Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000 (hereinafter
"Sub-Licensee" or "VGAA");
1. DEFINITIONS
"AURIC" a limited liability company duly organized in accordance
with the laws of Utah, USA with its principal place of
business being located at 0000 Xxxx Xxxxxxxxx Xxx, Xxxx Xxxx
Xxxx, Xxxx 00000;
"GENEVA" a corporation duly incorporated in accordance with the laws
of Nevada, USA, with its principal place of business being
located at 000 Xxxxxxxx, Xxxxx 000 Xxxxxx Xxxxx, XX 00000;
"Sub-Licensee"
or "VGAA" Xxxx-Atlantic Corporation, a corporation duly incorporated
in accordance with the laws of Colorado, USA, with its
principal place of business being located at 0000 Xxxxx
Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000
"Technology" that technology licensed by GENEVA and developed by AURIC
which is used in the design, and operation of Precious
Metals Recovery Process and Assay Process with all
developments, modifications and improvements to it from time
to time;
"Know-How" all AURlC's proprietary information, both technical and
otherwise, including all its know-how and specifications,
drawings, plans and designs, and documentation which in any
way relates to the design, manufacture and operation of the
Precious Metal's Recovery Process and Assay Process and
which it may possess at the Effective Date, or later acquire
licensed by GENEVA;
"Precious Metals
Recovery Process" the precious metals recovery process invented and developed
by AURIC and licensed by GENEVA, and which may be applied,
using the Technology and the Know-how in the commercial
recovery of precious metals in the Territory;
"Assay Process" the fire assay process invented and developed by AURIC and
licensed by GENEVA, and which may be applied, using the
Technology and the Know- how in the determination of
precious metals content in the mineralized rock in the
Territory;
"Services" Those services provided by AURIC to VGAA as a Sub-Licensee
of GENEVA that are additional to the Technology and Know-how
relating to the Precious Metals Recovery Process and Assay
Process in this agreement, such as repetitive assay work,
site or Sub-Licensee specific recovery modifications, or
further contracted work beyond the scope of this agreement.
"Territory" the geographical acres of unpatented lode mining claims
possessed or obtained through joint venture or assignment by
VGAA in Lincoln, Camus, and Gooding counties in the State of
Idaho in the United States of America;
"Effective Date" the date on which the parties finally sign this Agreement
and all named attachments;
"Agreement
this Agreement" the agreement recorded in this document.
2. RECORDIAL:
2.1 AURIC shall develop and refine the Precious Metals Recovery Process and
Assay Process by applying the Technology and the Know-how to the design of
assay and metallurgical recovery systems relating to mineralized areas
located in Lincoln, Camus, and Gooding counties in the State of Idaho.
2.2 GENEVA has acquired the sole and exclusive license to use items referred to
in subsection 2.1 of this Agreement in all locations in Camas, Gooding,
Blame, and Lincoln Counties in the State of Idaho, and the right to
sub-license the Precious Metals Recovery Process and Assay Process and
relating
Technology in Camas, Gooding, Blame, and Lincoln Counties in the State of
Idaho.
2.3 VGAA wishes to:
2.3.1 acquire a sub-license to utilize the Precious Metals Recovery Process
and Assay Process and relating Technology and Know-how from GENEVA;
2.3.2 acquire a non-exclusive sub-license to use it in the Territory;
2.4 GENEVA is prepared to grant VGAA a non-exclusive sub-license to use the
Precious Metals Recovery Process and Assay Process and relating Technology
in the Territory.
2.5 VGAA agrees to maintain strict technology usage guidelines and protocols
outlined by the Sub-License Agreement and issued by AURIC or GENEVA from
time to time pursuant to this Agreement to ensure proper application and
following of standards set for the Precious Metals Recovery Process and
Assay Process and technology developed according to directives and
documentation provided.
2.6 VGAA does not obtain the right to sub-license the Precious Metals Recovery
Process and Assay Process and relating Technology and Know-how in the
Territory or any other location.
2.7 The parties now wish to record their agreement in the above regards, as is
set out below.
3. GRANT OF SUB-LICENCE
3.1 In consideration for the payment of 1,500,000 common voting restricted
shares in the capital of Xxxx-Atlantic Corporation to be issued in
denominations of 500,000 shares to GENEVA and 1,000,000 shares to AURIC or
its designate, plus Promissory Notes payable to AURIC and GENEVA in the
amount of $250,000 each, copies of which are attached, and
All shares of Xxxx-Atlantic Corporation pursuant to this agreement are to
be issued at the Effective Date of this Agreement. The Promissory Note will
be due and payable at the date that the Technology and Know-how are to be
transferred from GENEVA to VGAA, after the date that the development and
refinement of the Precious Metal $ Recovery Process and Assay Process
according to BLACKHAWK ORE EXTRACTION PROCEDURES DEVELOPMENT (Level 2), and
Further, other good and valuable consideration the receipt and adequacy of
which is hereby acknowledged, and the mutual covenants and conditions set
out in this Agreement, GENEVA hereby grants VGAA the:
3.2 non-exclusive sub-license to use the Precious Metals Recovery Process and
Assay Process in the Territory.
4. TERM I TERMINATION
4.1 This Agreement shall commence on the Effective Date and subject to earlier
termination in accordance with any of its provisions, shall continue for an
initial fixed period of forty (40) years. Thereafter, it shall remain in
effect as long as VGAA continues to operate under the sub-licenses granted
to it in section 3 by actively engaging in the use of the Precious Metals
Recovery Process and, or Assay Process in the Territory.
4.2 Should either party believe the other has engaged in a material breach of
this Agreement, it may notify the other party accordingly in writing,
setting out this nature and extent of the breach. The party asserted to be
in breach shall then have a period of ninety (90) days after receiving a
notification of breach to cure the breach. Should the party asserted to be
in breach fail to cure the breach within the ninety (90) day period, the
other party shall, subject to the provisions of sub-section 4.3, have the
right to terminated this Agreement forthwith.
4.3 Should the party asserted to be in breach in terms of sub-section 4.2 be
VGAA, and should VGAA fail to cure any asserted breach timeously, GENEVA
shall not be entitled to cancel this agreement without first giving any
third party to whom VGAA may be involved with due to joint venture or
assignment pursuant to this Agreement an opportunity to cure the breach
concerned within a further period of thirty (30) days. Should any such
third party elect to cure the breach. VGAA shall then be deemed to have
agreed to assign its rights under this Agreement to such third party should
such third party wish to accept such assignment, and GENEVA shall be deemed
to have consented to such assignment and to have accepted such third party
as a party to this Agreement in place of VGAA.
4.4 The termination of this Agreement shall not affect any in process activity
or orders which may have been placed with VGAA to process materials using
the Precious Metals Recovery Process and, or, Assay Process, and which may
be outstanding as at such termination date. VGAA shall be entitled to
complete these orders using the Precious Metals Recovery Process and Assay
Process.
4.5 Upon termination of the Agreement, or upon a deemed assignment of VGAA's
rights under this Agreement to a third party, VGAA shall, save to the
extent necessary to give effect to the provisions of sub-section 4.4,
return to GENEVA all documents, drawings, materials, specifications and the
like in any way concerned with the Technology, the Precious Metals Recovery
Process and Assay Process and the Know-how which may then be in its
possession or under its control.
4.6 Upon termination of this Agreement, or upon a deemed assignment of VGAA's
rights under this Agreement to a third party, all rights and sub-licenses
granted to VGAA shall cease, save to the extent necessary to give effect to
the provisions of sub-section 4.4, but all VGAA's obligations to GENEVA or
AURIC, including payment and confidentiality obligations, shall remain in
force.
5. PROVISION OF KNOW HOW, AND TECHNICAL ASSISTANCE
5.1 Within sixty (60) days of the Effective Date, AURIC shall make the Know-how
existing as at the Effective Date available to GENEVA on a confidential
basis and for use solely in connection with the rights and sub-licenses
granted by previous agreement. Should AURIC acquire any additional Know-how
after the Effective Date, it shall make it available to GENEVA as soon as
possible after receiving it. If the additional Know-how is applicable to
the sub-license granted to VGAA, GENEVA shall make it available to VGAA as
soon as possible thereafter.
GENEVA or its designate shall also furnish VGAA, upon reasonable request,
with its recommendations and advice to the operation of the Precious Metals
Recovery Process and Assay Process and its application in the Precious
Metals Recovery Process and Assay Process.
5.2 In fulfillment of its obligations set out in sub-section 5.1, GENEVA or its
designate shall instruct a reasonable number of employees of VGAA or their
designate according to sub-section 5.3 in the application and use of the
Precious Metals Recovery Process and Assay Process. VGAA shall pay for the
costs of such instruction, if any. Such instruction shall be given as many
times as VGAA may reasonably require, at such times and for periods and at
such locations as may be mutually agreed upon.
5.3 Custodian of Technology. Prior to the completion of all tasks in all phases
in the development of the Precious Metals Recovery Process and Assay
Process of this Agreement, all information developed by AURIC during each
task in each phase including any and all detail relating to the Precious
Metals Recovery Process and Assay Process shall be transferred in trust to
Dames and Xxxxx as subcontractor to AURIC for the purposes of retaining a
detailed backup record of developed technologies by AURIC. The transfer of
information from AURIC to Dames and Xxxxx shall be complete in detail and
all aspects of each task in each phase, and AURIC shall ensure that Dames
and Xxxxx fully understand all elements and aspects of any proprietary
information, techniques, the Technology and the Know-how, and any other
aspects required for complete understanding.
5.4 Any information made available by GENEVA to VGAA or the designate of VGAA
in terms of this section 5 shall be maintained in confidence by VGAA in
accordance with the provisions of the non-disclosure agreement to be
executed by the parties in the form of the draft attached as "Exhibit A"
simultaneously with their signature of this agreement and as a condition
precedent to this Agreement.
In exercising its right to sub-license the use of the Precious Metals
Recovery Process and Assay Process in the Territory, GENEVA shall be
entitled to make all information furnished it in terms of this section 5
available to any sub- licenses but provided that in doing so, it shall
procure a written undertaking of confidentiality from such sub-licensee in
the form of the draft attached as "A".
6. IMPROVEMENTS
6.1 GENEVA or its designate undertakes to keep VGAA informed of all
developments, modifications and/or improvements which it may develop or
become possessed of during the currency of this Agreement, and which relate
to the Technology, the Know-how and, or, the Precious Metals Recovery
Process and Assay Process. Any such developments, modifications and/or
improvements shall fall under the sub-licenses and rights granted in terms
of this Agreement.
6.2 VGAA undertakes to notify GENEVA of any developments, modifications and/or
improvements which it may make or discover during the currency of this
Agreement with regard to the Technology, the Know-how and /or the Precious
Metals Recovery Process and Assay Process. Any such development,
modification and/or improvement shall be and remain VGAA's exclusive
property and as a result, VGAA shall have the right to use any such
development, modifications and/or improvement free of any royalty as its
owner.
6.3 Should a joint invention be made by the employees of both VGAA and GENEVA
or its designate, the invention and the rights to it and any patents on it
shall be owned by GENEVA or its designate, but VGAA shall have an
irrevocable, royalty-free and non-exclusive license to use the invention,
including the right to sub-license in the Territory.
7. INFRINGEMENT OF TECHNOLOGY
7.1 Each party undertakes to notify the other in writing as soon as possible
after becoming aware of the occurrence thereof, of:
7.1.1 any infringement or threatened infringement of, or challenge to the
validity of any of the intellectual property rights sub-licensed or granted
in terms of this Agreement;
7.1.2 any alleged infringement, by reason of the use of the Technology, the
Know-how and, or, the Precious Metals Recovery Process and Assay Process,
or common law right or alleged common law right of any other person.
7.2 Upon any such notice being given, GENEVA shall, at its own cost, take all
such proceedings as are in law available to it to procure the termination
of such infringement or challenge. Should GENEVA fail to do so within a
period reasonable in the circumstances, or should AURIC and GENEVA
mutually agree otherwise, VGAA shall be entitled to take appropriate steps,
as its cost, to procure the termination of such infringement or challenge,
and GENEVA agrees to assist VGAA in doing so to the best of its ability,
including to make available to VGAA all relevant records, papers,
information specimens and the like.
8. WARRANTIES
8.1 GENEVA warrants to VGAA that as at the Effective Date:
8.1.1 it is the owner of the rights to the Technology, the Know-how and the
Precious Metals Recovery Process and Assay Process, that it has executed
proper License agreements with AURIC and confidentiality agreements with
its employees, agents and contractors and these rights and agreements are
in good standing.
8.1.2 the Technology and the Know-how are proprietary to it via license
agreement, and it therefore has the right to grant the sub-licenses and
rights set out in this Agreement to VGAA;
8.1.3 it has not granted, nor will it during the currency of this Agreement
grant to any other person, directly or indirectly, any right or option to
use the Technology, the Know-how and/or the Precious Metals Recovery
Process and Assay Process in the VGAA Territory.
8.1.4 GENEVA hereby warrants to VGAA that there are currently no liens or
encumbrances of any nature outstanding against, filed or perfected in
respect of, or secured through the Technology or the Know-how, and GENEVA
covenants to keep the Technology and the Know-how free from any such liens
or encumbrances during the currency of this Agreement.
9. REFERRAL OF ENQUIRIES
GENEVA undertakes promptly to refer to VGAA any queries directed to it
regarding the use of the Precious Metals Recovery Process and Assay Process
in the Territory in the Metals Recovery Process.
10. PURCHASE OF SERVICES ADDITIONAL TO THE PRECIOUS METALS RECOVERY PROCESS AND
ASSAY PROCESS
In order for VGAA to properly to exploit the sub-license and rights granted
to it in terms of this Agreement, it requires Services in addition to the
Precious Metals Recovery Process and Assay Process. VGAA hereby agrees to
purchase its requirements pursuant to ongoing Services with regard to the
Precious Metals Recovery Process and Assay Process from AURIC or per the
designate of AURIC, which hereby agrees to supply them to VGAA, in
accordance with and subject to the following provisions:
10.1 The prices and terms quoted by AURIC to VGAA or any sub-Licensee heretofore
for Services in addition to the Technology, Know-how, and the Precious
Metals Recovery Process and Assay Process shall be negotiated specifically
between AURIC and VGAA, or between AURIC and any sub- Licensee.
10.2 VGAA shall place all its orders for Services in addition to Precious Metals
Recovery Process and Assay Process with AURIC in writing. Upon receiving
any written order for Services in addition to Precious Metals Recovery
Process and Assay Process, AURIC shall notify VGAA of the estimated time
and cost that it will take to deliver the Services forming the subject
matter of the order. In order to assist AURIC in fulfilling VGAA's orders
for Services, VGAA shall, with effect from the Effective Date, give AURIC
six-monthly forward estimates of its estimated Services requirements. VGAA
shall not be liable to AURIC in damages or otherwise should any estimate be
inaccurate;
10.3 AURIC undertakes to make every reasonable possible attempt to supply VGAA,
with effect from the Effective Date, with such quantities of Services as
VGAA may from time to time require and to have Services ordered by VGAA
delivered to VGAA as expeditiously as possible; and
10.4 Save as may specifically be approved in writing by AURIC, VGAA shall not
mortgage, pledge, charge, hypothecate or otherwise encumber the Precious
Metals Recovery Process and Assay Process.
10.5 Sub-Licensees granted by GENEVA shall obtain competitive quotation for
Services from AURIC or the designate of AURIC, and AURIC will be awarded
contract for Services subject to AURIC providing competitive industry
pricing for such Services, and subject to AURIC being able to provide the
same quality, value, and timeliness of service. Sub-Licensees granted by
GENEVA obtaining Services from competing providers or other companies will
not be unreasonably withheld by AURIC.
11. DOMICILIUM
The parties hereby choose DOMICILIUM citandi et executandi for all purposes
under this agreement at the addresses set out below, and either party may
at any time change its DOMICILIUM to any other address (not being a post
office box or poste restante) on not less than ten (10) days written notice
to such effect to the other party;
11.1 GENEVA
000 Xxxxxxxx, Xxxxx 000,
Xxxxxx Xxxxx, XX 00000
11.2 VGAA
0000 Xxxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx,
Xxxxxxx Xxxxx, XX 00000
12. NOTICES
Any notice by or to either party or to AURIC in terms of this agreement
shall be given in writing and shall be delivered by hand to a responsible
person present at or sent by prepaid registered post or facsimile
transmission to the DOMICILIUM chosen by the addressee in terms of this
agreement and whereupon it shall be deemed to have been received when so
delivered or four (4) days after being so sent.
13. NO VARIATION
No variation of, or addition or agreed cancellation to this Agreement shall
be of any force or effect unless it is reduced to writing and signed by or
on behalf of the parties.
14. GENERAL
14.1 This Agreement, including any attachments, constitutes the entire agreement
between the parties with respect to its subject matter. No agreements,
guarantees or representations, whether verbal or in writing, have been
concluded, issued or made, upon which either party is relying in concluding
this Agreement, save to the extent set out in this Agreement.
14.2 The headings appearing in this Agreement have been used for reference
purposes only and shall not affect its interpretation.
14.3 No indulgence, leniency or extension of time which a party (the "Grantor")
may grant or show to the other, will in any way prejudice the Grantor or
preclude the Grantor from exercising any of its rights in the future.
14.4 Each party shall pay all taxes (including sales and value-added taxes)
imposed on it by the Government of any jurisdiction in which such party is
doing business in respect of the sub-licenses or rights granted under this
Agreement.
14.5 If any provision of this Agreement is held to be illegal or unenforceable
for any reason, such provision shall be deemed severable from the remaining
provisions of this Agreement and shall in no way effect or impair the
validity or enforceability of the remaining provisions of this Agreement.
If any provision of this Agreement conflicts with any other provision of
any other agreement between the parties, including any confidentiality
agreement, the provisions of this Agreement shall prevail.
14.6 Nothing contained in this Agreement shall modify or effect the provisions
of the principal License Agreement between GENEVA and AURIC. Should there
be any conflict of any term or provision between such Agreements, the
AURIC/GENEVA Agreement shall be given primary definition and control. AURIC
shall remain a third party beneficiary of this Agreement.
14.7 The restricted common shares in the capital of Xxxx-Atlantic Corporation
referred to in section 3.1 of this Agreement will be included in any share
registration process undertaken by VGAA if and when any such registration
shall occur, subject only to any regulatory authority.
14.8 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.
14.9 This Agreement shall be binding upon or inure to the benefit of the heirs,
assigns, or successors in interest of each party hereto.
14.10 Each person signing this Agreement represents that he has been fully and
duly authorized to enter into this Agreement by the governing Board of each
business entity.
14.11 This Agreement shall be given reasonable interpretation and applied so far
as possible.
15. GOVERNING LAW
This Agreement and all matters arising hereunder shall be governed by, and
construed in accordance with the Laws of the State of Nevada.
16. ASSIGNMENT
VGAA may transfer or assign this Agreement with the written consent of
GENEVA and AURIC, which consent may not be arbitrarily withheld.
SIGNED by GENEVA at Bellingham, WA on the 18th day of March, 1999 in the
presence of the undersigned witnesses:
AS WITNESSES:
1. /s/ Xxxxxx Fislick
2. /s/ Xxxxxxxxx Xxxxx
/s/ Xxxxxx Xxxxxxx
------------------
per. Xxxxxx Xxxxxxx, President
SIGNED by VGAA at Bellingham, WA on the 18th day of March, 1999 in the presence
of the undersigned witnesses:
AS WITNESSES:
1. /s/ Xxxxxx Fislick
2. /s/ Xxxxxxxxx Xxxxx
/s/ Xxxxx Xxxxxx
----------------
per: Xxxxx Xxxxxx, President
