VALUE ADDED RETAIL LICENSE AGREEMENT
THIS AGREEMENT is made and effective the 1st day of July, 2004 by and between
LABTECH SYSTEMS INC. hereinafter referred to as "LABTECH" with offices located
at 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 has developed new
technology marketed as "choozmail" represented by United States Patent
Application Number 605022135, hereinafter referred to as "choozmail".
And
CONECTE EDUCCAO., hereinafter referred to as "THE LlCENSEE" with offices located
at Xxx Xxx Xxxxxxxx, 000, Xxxxxxx, Xxx Xxxxx for the purpose of obtaining the
License for the exclusive Distribution of "choozmail" as detailed herein.
WHEREAS, LABTECH SYSTEMS INC., represents and warrants that LABTECH is the Sole
and Exclusive owner of the entire Rights, Title, Patents Pending and Interest in
and for the technology entitled "choozmail".
AND WHEREAS, LABTECH further represents and warrants that they have the right to
enter into this Agreement, and that there are no outstanding assignments,
written, oral or implied,
AND WHEREAS, LABTECH further represents that they are not aware of any third
party claims that would prevent the Licensees from fully marketing "choozmail".
AND WHEREAS, THE LICENSEE desires to obtain the EXCLUSIVE LICENSE for a period
of One Year renewable each year thereafter as detailed in paragraph 3. Herein,
for consideration under said Patent Applications to market the product so long
as the Terms and Conditions are met.
AND WHEREAS, LABTECH and THE LICENSEE both represent and warrant each to the
other and to any other interested parties that they are not related and that
they are dealing independently each with the other at arms length in a bona fide
open and fair market negotiation.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged by each of the parties and for the mutual
covenants hereby set forth,
IT IS MUTUALLY AGREED AS FOLLOWS:
1. DEFINITIONS:
As used herein, the following additional definitions shall apply:
(i). "Licensees" shall include any and all Sublicenses of Licensee. The
covenants and obligations hereunder taken apply not only to Licensees, but also
to any and all Sublicenses if so granted by Licensor.
(ii). "Technical Knowledge" shall mean proprietary information, trademark
secrets, know-how, engineering data and any other information in the possession
of LABTECH the Licensor. The Licensees or their Directors, Employees and/or
agents nominated retailers of the product. This includes the use of the process
all or part of which may be necessary to enable the Licensees to operate and/or
market the technology pursuant to this Licensees Agreement to a standard and
quality of the product. This knowledge will always remain the property of
LABTECH.
(iii). "Substantial Infringement" means an infringement of the use of the
technology, trade secrets, circumvention covering the and/or the said patent(s)
by a third party in a specified territory or from outside the specified
territory.
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AGREEMENTS, WHETHER ORAL OR WRITTEN AND ANY PRIOR AGREEMENTS ARE HEREBY
CONSIDERED NULL AND VOID.
AGREED AND ACCEPTED as of this 1st day of July, 2004.
Conecte Educacao. Labtech Systems Inc.
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/S/ XXXXX XXXX LIAUSU CAVALCANTI /S/ LUIZ BRASIL
-------------------------------------- --------------------------------------
Signature of Authorized Representative Signature of Authorized Representative
Xxxxx Xxxx Liausu Xxxxxxxxxx Xxxx Brasil
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Name of Authorized Representative Name of Authorized Representative
Director Director
-------------------------------------- --------------------------------------
Title of Authorized Representative Title of Authorized Representative
July 1st, 2004 July 1st, 2004
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Date Date
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SCHEDULE "A"
All costs stated in US Dollars - applicable taxes not included.
Covered by this MSRP VAR Pre-purchase
Number of units Agreement per unit Price per unit #
--------------- --------- -------- ----------------
1 - 75,000 units x $ 39.95 $ 29.95 #
75,000 - 150,000 units x $ 39.95 $ 28.95 #
150,001 units and up x $ 39.95 $ 28.45 #
As stated in paragraph 3. (i) of this Agreement, the Term of this Agreement is
Three years from date of commencement.
# Rebate may apply depending on market conditions and sales volume.
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