Exhibit 10.4
LICENSE AGREEMENT
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THIS LICENSE AGREEMENT is made as of the 7th day of February, 2000.
BETWEEN:
IAS COMMUNICATIONS, INC.,
of #185, 00000 Xxxxxxxxxxx Xxx
Xxxxxxxx, XX X0X 0X0
(hereinafter referred to as "IAS")
OF THE FIRST PART
AND:
WORLD TRACKING TECHNOLOGIES, INC.
of 0000 Xxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx Xxxxxx, XX 00000
(hereinafter referred to as "World Tracking")
OF THE SECOND PART
WHEREAS:
A. World Tracking and IAS wish to work together to develop and test two
customized Antennas (as hereinafter defined), pursuant to which IAS shall
create twenty prototypes of each Antenna for World Tracking to purchase and
test in the Products (as hereinafter defined);
B. IAS has agreed to demonstrate the use and function of "in-stock" antenna(s)
of IAS at the facilities of IAS in Kokomo, Indiana for personnel of World
Tracking and/or its Electronic Design Firm to determine the suitability of
IAS' antennas for use in the Products;
C. Subject to successful results of the tests conducted at IAS' facilities and
World Tracking's agreement to proceed, IAS agrees to design and deliver
twenty prototypes of each Antenna to World Tracking for testing pursuant to
the terms and conditions herein;
D. World Tracking desires to purchase and test the prototype Antennas and to
acquire the License (as hereinafter defined) to manufacture, use and resell
the Antennas;
E. IAS is willing to grant the License to World Tracking whereby World
Tracking shall be granted the right to manufacture and use the Antenna in
the Products and to resell the Antennas on the terms and conditions more
particularly set out herein;
NOW THEREFORE, in view of the premises and in consideration of the mutual
covenants and agreements hereinafter set forth, the parties hereto do hereby
covenant and agree as follows:
DEFINITIONS
1. As used herein, the following terms shall have the following meanings:
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(a) "Agreement" shall mean this License Agreement and all other documents
which are made a part thereof;
(b) "Antennas" shall mean two antennas created by IAS, which antennas have been
specifically customized for World Tracking's wireless system for tracking
lost children and animals or other Products as defined herein, which
Antennas shall meet the specifications of World Tracking as more
specifically described in Schedule "A" attached to this Agreement;
(c) "Dollar" or "$" shall mean United States dollars;
(d) "Effective Date" shall mean the date first above written, being the
date of execution of the Agreement;
(e) "Electronic Design Firm" shall mean Cadence Design Systems, Inc., of
Beaverton, Oregon, or such other electronic design firm as designated by
World Tracking, provided that IAS has been notified in writing by World
Tracking immediately upon the appointment of the Electronic Design Firm and
has been given the opportunity to seek and obtain from the Electronic
Design Firm a signed Confidentiality and Non-Disclosure Agreement suitable
to IAS;
(f) "License" shall mean a worldwide right and license to manufacture and use
the Antennas in the Products and to resell the Antennas on terms and
conditions as more particularly described herein and for no other purpose
other than as specifically set forth herein;
(g) "Manufacturer" shall mean a manufacturer as designated by World Tracking,
provided that IAS has been notified in writing by World Tracking
immediately upon the appointment of the Manufacturer and has been given the
opportunity to seek and obtain from the Manufacturer a signed
Confidentiality and Non-Disclosure Agreement suitable to IAS;
(h) "Producer Price Index" shall mean the Producer Price Index for Durable
Finished Goods as published by the Joint Economic Committee of the Council
of Economic Advisors of the United States Government.
(i) "Products" shall mean products developed by World Tracking for its wireless
system for tracking lost people and products and using the hardware and/or
devices created by World Tracking for its Products, which Products will
incorporate the Antenna, as more specifically described in Schedule "B"
hereto, which list of Products may be updated from time to time by mutual
agreement of the parties to include other products developed by World
Tracking in the future which will incorporate the Antenna.
(j) "Testing Period" shall mean a period of two months from the date of
delivery by IAS to World Tracking or its Electronic Design Firm of twenty
prototypes of each Antenna; and
(k) "World Tracking Market" shall mean a wireless system for the Products,
exclusive of any military applications.
INITIAL TESTING
2. In order to determine the suitability of its antenna for World Tracking's
Products, IAS agrees to provide to World Tracking or its Electronic Design
Firm one or more of IAS' "in-stock" antennas
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for testing for a period of 14 days from the date of delivery (the "Initial
Testing").
3. Prior to delivery of the sample antenna(s), World Tracking agrees to
provide to IAS a cheque in the sum of $15,000, representing a refundable
retainer (the "Retainer").
4. The Retainer shall be held by IAS until the Initial Testing has been
completed and World Tracking has advised IAS in writing that World Tracking
wishes to proceed with this Agreement, at which time the Retainer shall be
non-refundable.
5. In the event that upon completion of the Initial Testing, World Tracking
advises IAS in writing that IAS' antenna will not be suitable for its
Products, IAS agrees to refund the Retainer in full to World Tracking and
this Agreement shall be deemed terminated and of no further force and
effect and, in such case, World Tracking shall immediately return to IAS
all sample antennas provided to it by IAS, together with any documentation
relating to the antennas.
REVERSE ENGINEERING
6. World Tracking acknowledges and agrees that it is strictly prohibited from
reverse engineering, decompiling or disassembling the sample antennas,
except and only to the extent that such activity is expressly permitted
hereunder or by applicable law notwithstanding this limitation and World
Tracking agrees to contractually require that its Electronic Design Firm
shall abide by this restriction, and World Tracking shall inform IAS in the
event World Tracking has reason to believe that its Electronic Design Firm
is violating this restriction.
CREATION AND CUSTOMIZATION OF PROTOTYPE ANTENNAS
7. Subject to World Tracking's notifying IAS in writing of the suitability of
its antenna, IAS agrees to build, customize and deliver to World Tracking
twenty prototypes of each Antenna for testing in World Tracking Products by
World Tracking and/or its Electronic Design Firm during the Testing Period.
8. In consideration for the creation, customization and testing during the
Testing Period of the forty prototype Antennas pursuant to Section 7
herein, World Tracking agrees to pay to IAS an initial non-recurring
engineering fee in the sum of Thirty Thousand Dollars ($30,000), payable as
follows:
(a) the Retainer, prior to the Initial Testing, to be held until IAS has
received notification from World Tracking that IAS' antenna is
suitable for World Tracking Products, at which point the Retainer
shall be non-refundable; and
(b) the balance of $15,000 shall be payable upon delivery of the forty
prototype Antennas to World Tracking, which amount shall be non-
refundable.
DELIVERY OF PROTOTYPE ANTENNAS
9. IAS agrees to deliver to World Tracking the forty prototype Antennas within
thirty days from the date that IAS receives written notification from World
Tracking of the acceptability of IAS' antenna for the Products pursuant to
Section 4 herein, or as soon as practicable thereafter.
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TESTING OF ANTENNAS
10. Upon receipt of the forty prototype Antennas and during the Testing Period,
World Tracking and/or its Electronic Design Firm shall test the prototype
Antennas and shall provide IAS with written details of any required
modifications to the Antennas in order to optimise the performance of the
Antennas, which alterations shall be carried out by IAS within a reasonable
period of time based on the requested modification.
11. In the event that World Tracking requires additional development work or
major modifications to the Antenna after the completion of the Testing
Period, exclusive of any error corrections on the part of IAS, which
corrections shall be carried out at no charge, World Tracking agrees to pay
the sum of $15,000 per month to IAS as a non-recurring engineering fee
until such additional development work or modifications have been completed
by IAS.
12. Upon the expiration of the Testing Period or any subsequent testing period,
World Tracking shall provide written notification to IAS of its approval of
the Antennas.
13. In the event that World Tracking is not satisfied with the Antennas or if
World Tracking does not provide the aforesaid written approval notice to
IAS within thirty days of completion of the Testing Period or any
subsequent testing period pursuant to Section 12 herein, then this
Agreement shall be deemed terminated and of no further force and effect
and, in such case, World Tracking shall immediately return to IAS all
Antennas in its possession, together with any documentation relating to the
Antennas.
GRANTING OF LICENSE
14. Subject to completion of the testing of the forty prototype Antennas and
written approval of the Antennas from World Tracking, IAS hereby grants the
License to World Tracking on the terms and conditions set out herein for an
initial term of five years (the "Initial Term").
EXCLUSIVE RIGHTS
15. The License granted herein shall be exclusive for a period of six months
after commercial production of the Antenna has commenced and thereafter the
License shall be on a non-exclusive basis, provided that commercial
production of the Antenna commences within six months from the completion
of the Testing Period. If commercial production of the Antenna does not
commence within six months of completion of the Testing Period then the
exclusive rights shall be terminated, unless World Tracking pays the
minimum royalty for the first year, that is the sum of $250,000, in which
case IAS agrees to extend the deadline date for commencement of commercial
production for a period of up to one year
RENEWAL OF LICENSE
16. After the expiry of the Initial Term of the License, the License may be
renewed for successive five year terms, provided that:
(a) the parties hereto mutually agree in writing to renew the License; and
(b) in the event that the License is not renewed World Tracking and/or any
of its customers shall retain all rights of ownership to any Antennas
that were manufactured, sold or purchased prior to such termination,
provided that IAS has received all Royalty Fees (as hereinafter
described) due to it.
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REPRESENTATIONS AND WARRANTIES OF IAS
17. IAS hereby represents and warrants to World Tracking, that:
(a) IAS has the full right and power to grant the License and to license
the Antennas to World Tracking in the manner set forth herein;
(b) there are no outstanding agreements, assignments or encumbrances
inconsistent with the terms hereof;
(c) IAS does not know of any facts that may adversely affect the validity
or enforceability of the underlying technology for the Antennas as
created by IAS; and
(d) there is a patent dispute involving the Contrawound Toroidal Helical
Antenna technology pursuant to which IAS has a license for all non-
military communications applications, and that a legal action has been
initiated against Xxxx XxxXxxxxxxx by West Virginia University and
that the legal action by Vortekx, PC against IAS has been stayed until
resolution of the legal dispute between West Virginia University and
Xxxx XxxXxxxxxxx; IAS has advised World Tracking that, based upon the
information available to IAS at this time, IAS believes that Vortekx,
PC's alleged claim of infringement is without legal or factual basis.
MANUFACTURING RIGHTS
18. As part of the License granted hereunder, IAS agrees to grant to World
Tracking the right to manufacture the Antennas through its Manufacturer.
19. World Tracking and/or its Manufacturer shall be solely responsible for any
defects in material and faulty workmanship related to manufacturing of the
Antenna and for customer service, repairs, returns, service depots and
repair parts facilities related to the Antennas manufactured by World
Tracking and/or its Manufacturer.
20. World Tracking shall be solely responsible for providing any warranties
related to its Products incorporating the Antenna, provided that IAS agrees
to co-operate with World Tracking in resolving any performance deficiencies
of the Antennas related to the original design of the Antennas.
RESELLING RIGHTS
21. As part of the License granted hereunder, World Tracking shall be granted
the right to manufacture and resell the Antennas to third parties (the
"Reselling Rights"), on the following terms and conditions:
(a) the Antennas may be manufactured and resold by World Tracking to third
parties who are interested in utilizing World Tracking's technology or
Products and any such interested parties that may contact IAS with
respect to the Antennas shall be advised that World Tracking has the
Reselling Rights and to contact World Tracking directly;
(b) World Tracking agrees to pay the Royalty Fees pursuant to Section 27
herein for any Antennas sold by World Tracking to third parties;
(c) Sections 18, 19 and 20 of this Agreement regarding the manufacturing
rights granted to
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World Tracking shall also apply to any Antennas manufactured and sold
by World Tracking to third parties hereunder; and
(d) in the event that the granting by IAS of the Reselling Rights to World
Tracking hereunder creates a conflict with any other pre-existing
license granted by IAS to third parties then the Reselling Rights
granted to World Tracking pursuant to this Agreement shall be
terminated by IAS solely with respect to such conflict. As of the
Effective Date, IAS represents and warrants that no such conflicts
exist as to the products listed in Schedule "B", except as set forth
in Schedule "B".
IMPROVEMENTS
22. The parties hereto agree that any improvements to the Antennas that may be
necessary or suggested by either party hereto shall be carried out by IAS
and, in such case, IAS shall be solely responsible for ensuring the
performance of the Antenna after completion of such improvements.
23. If the improvement relates to a manufacturing process or is not directly
related to the performance or optimization of the Antennas, then World
Tracking and/or its Manufacturer shall be authorized to carry out such
improvements, provided however, that:
(a) IAS is notified in writing of such improvements prior to such
improvements being carried out;
(b) all costs and expenses related to such improvements shall be the sole
responsibility of World Tracking; and
(c) IAS shall not be held responsible for the performance of the Antennas
if such improvements are made by World Tracking and/or its
Manufacturer.
24. Any improvements or modifications made to the Antennas by IAS at the
request of World Tracking that require an extensive amount of time and
effort by IAS, that is, more than one week's worth of work, shall be
carried out by IAS at the expense of World Tracking, at the rate of $15,000
per month.
25. Any improvements (including patentable or patented improvements) which may
be made to the Antennas hereunder, either by IAS or World Tracking and/or
its Manufacturer shall be the sole and exclusive property of IAS without
any obligation of IAS to World Tracking and/or its Manufacturer.
PATENT RIGHTS
26. It is understood and agreed by the parties hereto that any and all patents
and patent rights, trademarks, tradenames, copyrights and other property
rights in and with respect to the Antennas or any improvements hereunder
are and shall remain the exclusive property of IAS.
ROYALTY FOR ANTENNAS
27. World Tracking agrees to pay to IAS a royalty fee (collectively the
"Royalty Fees") for each Antenna manufactured and incorporated into the
Products together with any Antennas that World Tracking resells to third
parties on the following terms:
(a) up to 100,000 Antennas for a Royalty Fee of $2.50 per Antenna;
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(b) the next 100,001 to 200,000 Antennas for a Royalty Fee of $2.25 per
Antenna;
(c) the next 200,001 to 300,000 Antennas for a Royalty Fee of $2.00 per
Antenna;
(d) the next 300,001 to 400,000 Antennas for a Royalty Fee of $1.75 per
Antenna;
(e) the next 400,001 to 500,000 Antennas for a Royalty Fee of $1.50 per
Antenna; and
(f) over 500,000 Antennas for a Royalty Fee of $1.00 per Antenna.
28. The Royalty Fees shall be paid by World Tracking to IAS on a monthly basis,
thirty (30) days in arrears after the month such fees were received by
World Tracking from its customers of payment for (i) the Products
incorporating the Antennas, or (ii) the Antennas where World Tracking sells
the Antennas to third parties.
29. IAS acknowledges and agrees that once a Royalty Fee has been paid by World
Tracking, IAS shall have no further rights of ownership or reclamation of
such Antenna.
30. After the expiry of the Initial Term of this Agreement, the Royalty Fees
will be negotiated between IAS and World Tracking annually, with maximum
increases limited to the Producer Price Index.
MINIMUM QUOTAS
31. World Tracking agrees that it shall meet the following minimum quotas
during the Initial Term of this Agreement, which quotas shall apply for
both Antennas incorporated in the Products and Antennas sold by World
Tracking to third parties:
(a) a minimum of 100,000 Antennas shall be manufactured and sold by World
Tracking during the first year of the term of this Agreement or World
Tracking shall pay a Royalty Fee to IAS in lieu of selling such
minimum number;
(b) a minimum of 150,000 Antennas shall be manufactured and sold by World
Tracking during the second year of the term of this Agreement or World
Tracking shall pay a Royalty Fee in lieu of selling such minimum
number;
(c) a minimum of 200,000 Antennas shall be manufactured and sold by World
Tracking during the third year of the term of this Agreement or World
Tracking shall pay a Royalty Fee in lieu of selling such minimum
number;
(d) a minimum of 250,000 Antennas shall be manufactured and sold by World
Tracking during the fourth year of the term of this Agreement or World
Tracking shall pay a Royalty Fee in lieu of selling such minimum
number; and
(e) a minimum of 300,000 Antennas shall be manufactured and sold by World
Tracking during the fifth year of the term of this Agreement or World
Tracking shall pay a Royalty Fee in lieu of selling such minimum
number.
32. Upon expiry of the Initial Term of this Agreement and any subsequent
renewals, World Tracking shall provide IAS with annual forecasts for
Antennas during any subsequent renewals, pursuant to which the parties
hereto agree that new minimum quotas will be negotiated between the parties
on similar terms to the quotas set out herein; that is, in increasing
amounts each year.
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AUDIT RIGHTS
33. World Tracking shall be responsible for accounting for the number of
Antennas manufactured and incorporated in the Products and the number of
Antennas sold to third parties and shall provide detailed reports to IAS on
a quarterly basis.
34. World Tracking agrees that IAS and/or its representatives shall be entitled
to inspect once per quarter that portion of World Tracking's books,
accounts and shipping records that relate to the manufacturing and sale of
the Antennas to verify the accuracy of amounts paid or accounts rendered by
World Tracking to IAS for that quarter or for any previous quarter,
provided that IAS shall give reasonable notice to World Tracking of its
intent to examine such books, accounts and records and that IAS and/or its
representatives shall use their best efforts not to interrupt the daily
business of World Tracking and shall not make requests that are
unreasonable for World Tracking to fulfil.
TERMINATION
35. Unless terminated sooner as provided herein, this Agreement shall remain in
force for an initial term of five years from the Effective Date and can be
renewed for successive five year terms as set out in Section 16 herein.
36. Either party shall have the right to terminate this Agreement upon a breach
by the other party of any one of its obligations or covenants contained
herein and upon not less than 30 days prior written notice to the other
party specifying the nature of such breach, and a failure to remedy such
breach within such 30 days after receiving such written notification, this
Agreement shall then terminate at the close of business ninety days after
such notice or on the latter day specified in such notice.
37. The expiration, non-renewal or termination in accordance with this
Agreement by either party for any reason shall not give rise to any
liability on the part of the terminating party for compensation,
reimbursement or damages on account of the loss of prospective profits or
anticipated sales or on account of expenditures, investments, leases,
property improvements or commitments in connection therewith, or otherwise,
and such expiration, non-renewal or termination shall not affect the
liability of one party to the other on account of business previously
consummated hereunder and final settlement thereof shall be on the same
basis as if this Agreement were continuing.
INDEMNIFICATION
38. IAS shall defend, indemnify and hold World Tracking and its affiliates,
officers and employees harmless from and against any and all claims,
liabilities, costs and expenses (including legal fees) arising, directly or
indirectly, out of any actual or alleged infringement of any patents or
other rights belonging to persons not a party to this Agreement.
39. World Tracking shall defend, indemnify and hold IAS and its affiliates,
officers and employees harmless from and against any and all claims,
liabilities, costs and expenses (including legal fees) arising, directly or
indirectly, out of (i) World Tracking's manufacturing or use or reselling
of the Antenna or for any loss or damage arising out of the use and/or
incorporation of the Antenna in any Products (ii) any warranties made by
World Tracking, its employees or agents or Manufacturer regarding the
Antennas, (iii) any claims for product liability related to the manufacture
of the Antennas (other than where such product liability arises from a
design defect), (iv) the failure of World Tracking or its Manufacturer to
repair or replace defective or deficient Antennas in accordance with any
warranties and World Tracking agrees not to bring suit against IAS or its
employees or agents and not to co-operate in any way with a third party to
bring suit
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against IAS or its employees or agents, based on any kind of infringement
or patent dispute relating to the Antenna.
SUCCESSORS AND ASSIGNABILITY
40. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors.
41. Other than as expressly provided herein, World Tracking shall not assign,
sublicense or otherwise grant to a third party the License or any rights
thereunder or under this Agreement; provided, however, that either party
shall have the right to assign this Agreement pursuant to a sale of its
businesses and/or the bulk of its assets related thereto or to a merger or
consolidation with another company and, in such case, IAS or World
Tracking, as the case may be, shall provide written notice to the other
party of such sale, consolidation or merger.
SEVERABILITY
42. If any provision of this Agreement is held by a competent court to be
invalid, illegal or unenforceable for any reason or in any respect
whatsoever, such invalidity, illegality or unenforceability shall not
affect any other provisions of this Agreement, and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never
been contained herein. IAS and World Tracking hereby agree, however, to
negotiate an equitable amendment of this Agreement if a material provision
is adversely affected.
WAIVER
43. The failure of either party to insist in any one or more instances upon the
strict performance of any one or more of the obligations of this Agreement
or to exercise any election herein contained, shall not be construed as a
waiver or relinquishment for the future of the performance of such one or
more obligations of this Agreement or of the right to exercise such
election, but the same shall continue and remain in full force and effect
with respect to any subsequent breach, act or omission.
44. Except as expressly set out herein, each party will bear its own expenses
in respect of the transactions set out herein, including, without
limitation, fees and expenses of counsel, accountants, and other advisors.
ENTIRE AGREEMENT
45. This Agreement shall constitute the entire Agreement between the parties
hereto and all prior or collateral agreements, understandings or
representations of any kind are hereby terminated, except that existing
Confidentiality and Non-Disclosure Agreements shall remain in full force
and effect and are incorporated herein by reference as if fully set forth
herein.
MODIFICATION OF AGREEMENT
46. This Agreement and any modification or waiver of any provision hereof shall
be binding only if set forth in writing and signed by both parties hereto
and shall be effective only to the extent set forth in such modification or
waiver and for the particular occasion.
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NOTICE
47. Any notice required or permitted under the terms of the Agreement will be
delivered in person or mailed or sent by courier service and will be deemed
given when either mailed or delivered by courier service or personally
delivered.
To World Tracking: Xxxxxxx X. Xxxxx
World Tracking Technologies, Inc.
0000 Xxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx Xxxxxx, XX 00000
To IAS: Xxxx Xxxxxxxxx, President
IAS Communications, Inc.
#185, 00000 Xxxxxxxxxxx Xxx
Xxxxxxxx, X.X. X0X 0X0
or such other address as either party shall give written notice to the
other party.
HEADINGS
48. Headings used herein are for convenience only and shall not be considered
as part of, or affect the construction or interpretation of any provision
of this Agreement.
GOVERNING LAW
49. This Agreement shall be construed, interpreted and applied in accordance
with the laws of the State of California and the United States of America,
and all matters shall be resolved solely in the United States of America.
IN WITNESS WHEREOF, the parties hereunder have executed this Agreement on the
3rd day of February, 2000.
IAS COMMUNICATIONS, INC. WORLD TRACKING TECHNOLOGIES, INC.
/s/ Xxxx X. Xxxxxxxxx X.X. Xxxxxxx 2-14-00
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Authorized Signatory Authorized Signatory
Xxxx X. Xxxxxxxxx Xxxx Xxxxxxx
------------------------ ---------------------------------
Name Name
President Chief Executive Officer
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Title Title
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SCHEDULE "A" TO LICENSE AGREEMENT DATED FEBRUARY 7TH, 2000
BETWEEN IAS COMMUNICATIONS, INC. AND WORLD TRACKING TECHNOLOGIES, INC.
Antenna Specifications
GPS Antenna radio frequency band centered at 1575.42 MHz
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Outside dimensions for the PCB board inclusive of the antenna are estimated at
.7 inches or 17.78 mm square by .093 or 2.36 mm thick.
PCS Antenna which uses the following radio frequencies:
-------------------------------------------------------
1851.25 - 1908.75 MHz for (Tx)
1931.25 - 1988.75 MHz for (Rx)
Outside dimensions for the PCB board inclusive of the antenna are estimated at
.7 inches or 17.78 mm square by .093 or 2.36 mm thick.
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SCHEDULE "B" TO LICENSE AGREEMENT DATED FEBRUARY 7TH, 2000
BETWEEN IAS COMMUNICATIONS, INC. AND WORLD TRACKING TECHNOLOGIES, INC.
List of Products
1. Wristwatch device that is locking, cut-resistant and used to locate
children and adults. World Tracking agrees to provide to IAS samples of
these products once they have been completed.
2. Pet collars that contain the same electronic components as the wrist watch
product line and used to locate pets and livestock. World Tracking agrees
to provide to IAS samples of these products once they have been completed.
3. Packaged electronic components to be concealed in laptop computers for the
purpose of locating and or tracking, except that these products may
conflict with current and pending license agreements and IAS reserves the
right to terminate the reselling rights for these products. World Tracking
agrees to provide to IAS samples of these products once they have been
completed.
4. Packaged electronic components to be concealed in firearms for the purpose
of locating and or tracking. World Tracking agrees to provide to IAS
samples of these products once they have been completed.
