LICENSE AGREEMENT
THIS AGREEMENT made the 30 day of June, l999.
BETWEEN:
AUTOEYE INC.., a company incorporated under the laws of
the Province of Alberta
(hereinafter called the Licensor")
- and -
REMOTE UTILITIES NETWORK, INC.., a company incorporated
under the laws of the State of Nevada
(hereinafter called the Licensee")
WHEREAS the Licensor and the Licensee wish to enter
into an agreement for the use of the technology known as the
"Autoeye Multi Vehicle Surveillance System" (hereinafter
"AMVSS"):
NOW THEREFORE THE PARTIES hereto, in consideration of
the mutual agreement hereinafter contained and promises
herein expressed and for other good and valuable
consideration acknowledged by each of them to be
satisfactory and adequate, do hereby agree as follows:
1. In consideration of the issuance and delivery to the
Licensor of Seven Million Two Hundred Thousand (7,200,Q00) Class
"A" Common Shares of Remote Utilities Network Inc. on the Closing
Date which shall bc at the offices of Autoeye Inc. in Calgary,
Alberta at 12:00 p.m. on the 30 day of June, 1999, the Licensor
hereby grants to the Licensee and its permitted assigns and the
Licensee hereby accepts a license to use the technology, trade
marks, insignia and other indicia now or in future owned by the
Licensor (collectively referred to herein as the "Xxxx"), for a
period of ten (10) years from the date hereof. This license is
granted for the operation of the business of manufacturing and
marketing the AMVSS on a worldwide basis, together with all
related activities in conjunction with the Licensee's business.
2. Provided the Licensee has substantially complied with
its obligations hereunder the Licensee shall have the option to
renew this Trade Xxxx License Agreement for further term of ten
(10) years at no further cost to the Licensee subject to
continued compliance with conditions hereunder.
3. The Licensor shall have the right from time to time to
change, or add to the Xxxx whenever the Licensor deems that such
changes or additions are necessary or advisable; PROVIDED that no
such changes shall disentitle the Licensee to the use of the
trade names. Any such changes or additions shall automatically
become a part of this agreement.
4. The Licensee shall operate its business in such a way
as to maintain the reputation, integrity and distinctiveness of
the Xxxx. The Licensee shall also conduct its business in a
business-like and orderly manner and in compliance with all laws
and provisions which may apply within all governmental
regulations in place from time to time.
5. The Licensee shall indemnify and save the Licensor
harmless from and all claims, demands, liabilities, suits,
actions or causes of action, legal fees or expenses of any nature
or kind whatsoever arising out of tbe Licensee's business, except
those caused by the Licensor, its servants and agents, and these
provisions shall survive the termination of this Agreement
6. It is agreed that in the event that the Licensor and
the Licensee are unable to reach agreement as to any matter
therein, then such matter may be referred by either the Licensor
or the Licensee to arbitration by a board of three (3)
arbitrators in the following manner:
(a) The party referring the matter to arbitration shall
do so by written notice to the other party, which
notice shall stipulate the name of one arbitrator
selected by the party giving such notice.
(b) Within fifteen (15) days of the receipt of such
notice the party receiving the same shall by a further
notice in writing to the first party stipulate the name
of one arbitrator selected by that party.
(c) The two (2) arbitrators so selected shall thereupon
choose a third arbitrator who shall be chairman of the
Board of Arbitration.
(d) Should any party fail to stipulate the name of its
arbitrator within the time stated above or should the
two (2) arbitrators so selected fail to choose a third
arbitrator within a reasonable period of time, then
either party not being in default shall be entitled to
make application to a Justice of the Supreme Court of
Alberta for the appointment of a person to serve in
such capacity on the Board of Arbitration.
(e) The decision of the majority of the Board of
Arbitration as to any matter or procedure and the final
word of the majority of the Board of Arbitration in
respect of the matter referred to shall be binding upon
the parties hereto.
(f) The total cost of the arbitration proceeding shall
be borne equally by the Licensor and the Licensee.
Except as set forth above, the provisions of the
Arbitration Act (Alberta) shall apply.
7. All rights hereunder may be assigned or transferred by
the Licensor and shall enure to the benefit of the Licensor's
successors and assigns.
8. The Licensee's interest herein and rights hereunder
shall enure to the benefit of the Licensee's heirs, successors
and assigns provided that such heirs, successors and assigns must
assume all liabilities and obligations hereunder by agreeing in
writing to be bound by all of the obligations and covenants on
the part of the Licensee herein contained. Notwithstanding the
foregoing and Paragraphs 15 and 16 hereof, the Licensees may
assign or transfer any or all of their rights in this Agreement
to a corporate entity whose shares are wholly owned by the
respective Licensees at any time prior to or after closing
without consent of the Licensor which company will agree to be
bound by the terms of this Agreement.
9. If the Licensee sells or transfers its shares or
business, it may assign this Agreement to the purchaser subject
to the following conditions:
(a) That the business is offered for sale first to the
Licensor. The Licensor will have two (2) weeks to
respond on the first right of refusal. Upon the
Licensor's denial to purchase, the business may be
offered to others.
(b) That the prospective purchaser has a satisfactory
credit rating and has a good moral character and
reputation.
(c) That the prospective purchaser and its officers,
directors and shareholders do become personally bound
by the terms and conditions of the Trade Xxxx License
Agreement.
(d) That the Licensee shall execute a general release
under seal to the Licensor.
(e) That all of the financial and other obligations of
the Licensee to the Licensor and the Licensee's
suppliers and other creditors are fully satisfied.
10. The Licensee shall not be permitted to assign this
Agreement to a purchaser either by way of a sale of assets or by
way of sale or transfer of shares unless the Licensor consents in
writing to the same, which consent is not to be unreasonably
withheld.
11. The Licensee may terminate this agreement at any time
for any reason by giving to the Licensor at least ninety (90)
days prior to such termination date, written notice of its
election to do so.
I2. Upon default by the Licensee of any of the terms and
conditions of this Agreement and upon such default continuing for
a period of ten (10) business days after notice of default by the
Licensor to the Licensee, the Licensor may at its option
terminate this agreement by giving the Licensee written notice of
its election to do so at least ninety (90) days prior to such
termination date. The Licensee agrees to continually operate the
business during the notice period in accordance with this
Agreement. The Licensor reserves the right to claim remedies for
damage if harm is caused to the Xxxx.
13 If the Licensee or its assigns become bankrupt or
financially unable to continue its business, or if a receiver or
trustee is appointed by any Court with respect to the Licensee's
or its assigns' assets, property or undertaking, or the Licensee
or its assigns commences any proceeding in bankruptcy or for an
arrangement or reorganization or for any debt adjustment under
any bankruptcy law or under any law for relief or debtors or any
insolvency law, or if the Licensee or its assigns makes an
assignment for the benefit of creditors, or if the Licensee or
its assigns is dissolved, then notwithstanding that there has
been no default by the Licensee or its assigns of any terms or
conditions of this Agreement, the Licensor may terminate this
Agreement by giving the Licensee notice in writing terminating
and ending this Agreement and this Agreement shall be terminated
and ended immediately upon receipt of said notice.
14. Upon any termination of this Agreement:
(a) All rights of the Licensee under the license
granted hereby shall thereupon terminate.
(b) The Licensee shall, at its own cost, immediately
and permanently discontinue the use of any forms,
slogans, marks, symbols or devices used in connection
with the Xxxx.
(c) The Licensee shall promptly pay to the Licensor all
sums owing from the Licensee to the Licensor. Each
party shall remain fully liable to the other for all
obligations that have accrued prior to the termination.
(d) The Licensee shall not, without the written consent
of the Licensor, either directly or indirectly as
principal agent, owner, partner, shareholder, director,
officer, or otherwise, run, be engaged in the operation
of or have any financial interest in any business
operation, whether a proprietorship, partnership, joint
venture or private company, or otherwise carrying on or
engaged in business similar to AMVSS for a period of
ten (10) years from the date of termination herein,
PROVIDED ALWAYS THAT:
(i) If the geographic area encompassed by the foregoing
covenant is at any time determined to be unreasonable,
by a court of competent jurisdiction adjudicating upon
the validity of the covenant, then the geographic area
shall be reduced to such area as determined by the
parties or failing agreement of the parties as
determined by the courts of competent jurisdiction;
(ii) If the time limitation set forth in the foregoing
covenant is at any time determined to be unreasonable
by a court of competent jurisdiction adjudicating upon
the validity of the covenant, then such time
limitations shall be reduced to such reasonable period
as determined by the parties, or failing agreement of
the parties as determined by the courts of competent
jurisdiction;
(iii) Nothing in the foregoing covenant shall be read
or construed as a prohibition against the Licensee
purchasing stocks, shares, bonds, debentures or term
notes of any public company.
15. All obligations to be paid by the Licensee to the
Licensor or vice versa shall be paid in United States funds.
16. The Licensor shall have the right in its sole
discretion to apply any money or credits held by it for the
Licensee or owed to the Licensee by the Licensor against any
amounts owed to the Licensor by the Licensee.
17. The parties hereto waive each and every provision
contained in any other agreement insofar as it may conflict
with any of the provisions of this Agreement.
18. Time shall be of the essence of this agreement.
19. The laws of the Province of Alberta as interpreted in
the Courts of Alberta shall apply to this Agreement.
IN WITNESS WHEREOF the parties have executed this
Agreement as of the day, month and year first above written.
AUTOEYE INC.
Per: signed by Xxxxxx
Xxxxx
REMOTE UTILITIES NETWORK
INC.
Per: signed by Xxxxx Xxxx
