EVALUATION LICENSE AGREEMENT Micrologic Design Automation, Inc. (“Licensor”)
Exhibit 10.1
LICENSOR:
Micrologic Design Automation, Inc. (“Licensor”)
0000 Xxxxxxxx Xxxx #0000
Xxx Xxxxxxx, XX 00000
LICENSEE:
Forex International Trading Corp (“Licensee”)
000 Xxxxxxxxxxx Xxxx. Xxxxx 000,
Xx Xxxxxxx, Xxxxxxxxxx 00000
Effective Date: Sep 1, 2013
Evaluation Expiration: Nov 1, 2013
Licensed Technology: nanoDRC, nanoRV and nanoLVS
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1.
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LICENSE GRANT:
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Licensor grants to Licensee a non-exclusive, royalty-free, temporary license to use certain technology and related materials (hereinafter referred to as "Licensed Technology") for any purpose related to evaluating the Licensed Technology internally. Upon expiration of this agreement, Licensor shall return all copies of the Licensed Technology, to Licensee, or certify their destruction. All costs associated with said evaluating the Licensed Technology will be paid solely by Licensee.
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2.
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CONFIDENTIALITY:
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During the course of this Agreement, either party may have or may be provided access to the other’s proprietary items or confidential information (“Confidential Information”). Licensed Technology and any reports provided by Licensee to Licensor shall be considered Confidential Information. Each party agrees to maintain the confidentiality of the other’s Confidential Information in accordance with this provision and the separate Mutual Non-disclosure Agreement between the parties. At a minimum, neither party shall disclose the other’s Confidential Information to any third party without the prior written approval of the other party. Neither party shall be liable for the disclosure of Confidential Information which is:
(a) is or has become in the public domain other than by a breach of this Agreement on the part of the receiving party; or
(b) is rightfully received from a third party without any obligation of confidentiality; or
(c) is in the possession of the receiving party at the time of receipt of such information from the disclosing party;or
(d) is independently developed by employees or contractors of the receiving party; or
(e) is generally made available to third parties by the disclosing party without restriction on disclosure.
Licensor rights are secured via series of patents. To secure said confidentiality and as the temporary license being granted without a fee to Licensor, Licensee will deposit in escrow AS A SECURIRTY, with its council a commitment to issue to Licensor 300,000,000 common shares of Licensee’s common shares to be issued and outstanding if and when Licensee breach said confidentiality agreement.
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3.
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NO OBLIGATION:
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Notwithstanding the terms in Licensee’s purchase order or any Licensor documentation, under no circumstances will this Agreement obligate Licensee in any way to buy, lease, or otherwise acquire any ownership interest in, or pay for a license to use, the Licensed Technology. Neither Licensee nor Licensor shall be obligated to provide any compensation to the other based on this Agreement. Additionally, Licensor assumes no obligation to provide products or information to Licensee for evaluation. Licensor shall have no obligation to provide support for the Licensed Technology, or to develop a final version thereof or license any version thereof.
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4.
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OWNERSHIP OF LICENSED TECHNOLOGY:
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Title to the Licensed Technology, and any derivative works developed by Micrologic Design Automation Inc. under this Agreement shall remain with Licensor.
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5.
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NO IMPLIED LICENSE:
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Except as otherwise expressly stated in this Agreement, nothing herein shall be construed to grant either party any license, by implication, estoppels, or otherwise, to any Intellectual property of the other, including trademarks, copyrights, patents, or trade secrets.
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6.
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TERM; /GOVERNING LAW:
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This agreement shall be valid and in force from the effective date to evaluation expiration date and shall be construed and interpreted in accordance with the laws of California, USA
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7.
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LIMITATION OF LIABILITY:
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NEITHER PARTY OR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS, LICENSORS, SUPPLIERS, OR OTHER REPRESENTATIVES (“REPRESENTATIVES”) WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY OR ITS REPRESENTATIVES IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES AVAILABLE TO EITHER PARTY. IN NO EVENT WILL EITHER PARTY’S TOTAL, CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED $5,000.00.
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8.
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REFERRAL
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The parties acknowledge that Xx. Xxxxxx Xxxxxxx referred Licensor with Licensee. As such, if and when upon Licensee finalize its valuation with ANY KIND OF TRANSACTION where ANY CONSIDERATION will be exchanged between the parties a cash referral fee of 10% will be paid to the referral party.
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9.
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ENTIRE AGREEMENT:
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This agreement constitutes the entire agreement between the parties and supersedes (a) all prior oral or written negotiations and agreements between the parties with respect to the subject matter hereof, and (b) any other agreement associated with accessing the Licensed Technology (e.g., a click-through agreement presented in connection with the installation of software). No modification or amendment of this agreement shall be effective unless in writing signed by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this agreement by their duly authorized officers as of the day and year first above written.
| LICENSOR: | LICENSEE: | |||
| Micrologic Design Automation, Inc. | Forex International Trading, Corp. | |||
| /s/Xxxxx Xxxxxxx | /s/Xxxx Xxxxxxx | |||
| Xx. Xxxxx Xxxxxxx, CTO | Xxxx Xxxxxxx, CEO | |||
| Printed Name, Title | Printed Name, Title | |||
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