EXCLUSIVE LICENSE AGREEMENT
This License Agreement, dated October 18, 1997, is entered into by and
between Virtual Wall Street, Inc., a California corporation (the "Licensor") and
Virtual Stock Market, Inc, a California corporation (the "Licensee"), with
respect to the following facts:
The Licensor is the owner of the federally registered
trademark "Virtual Stock Market" which the Licensor uses in
connection with securities and investment-related businesses
on the Internet. The Licensee wishes to establish or acquire
a full service broker-dealer firm registered with the
National Assodation of Securities Dealers, Inc. ("NASD") to
(i) provide securities brokerage services for customcrs,
including electronic online securities transactions on thc
Interact, (ii) provide investment banking and financial
consulting services for small and medium sized businesses,
especially by raising capital in offerings on the Internet,
and (iii) engage in market making and trading in securities
for its own account. The Licensee wishes to receive, and the
Licensor is willing to grant, a license to allow the Licensee
to use the name "Virtual Stock Market", subject to the terms
and conditions set forth below:
In view of the foregoing facts, the parties agree as follows:
1. License. The Licensor hereby grants to the Licensee, and the Licensee hereby
accepts, a license to use the name "Virtual Stock Market" to establish or
acquire a full service broker-dealer firm registered with the National
Association of Securities Dealers, Inc. ("NASD") to (i) provide securities
brokerage services for customers, including electronic online securities
transactions on the Internet, (ii) provide investment banking and financial
consulting services for small and medium sized businesses, especially by raising
capital in offerings on the Internet, and (iii) engage in market making and
trading in securities for its own account. This License is limited to the
above-stated use and does not extend to other uses.
2. Term of License. The license granted hereby shall be perpetual, subject to
termination as provided in this Agreement.
3. License Fee. As consideration for and as a condition to receiving the
license, the Licensee shall pay the Licensor a one-time License Fee of $60,000,
payable in cash or by bank check. The License Fee shall be paid no later than
five business days after the date of this Agreement.
4. Acknowledgment of Rights. The parties acknowledge that the Licensor has
right, title and interest in the trademark and trade name "Virtual Stock Market"
and that by virtue of this License the Licensee shall acquire no rights in the
name "Virtual Stock Market" or any similar name other than the license to use
that name as provided in this Agreement. The Licensee shall make no
representation of any kind which states explicitly or implies that the Licensee
has any ownership rights in the name "Virtual Stock Market" or any similar names
other than the license granted by the Licensor in this Agreement.
5. Improper Use. The Licensee shall not use the name "Virtual Stock Market" or
any similar name in a manner which xxxxx or would tend to harm the reputation of
the Licensor or products bearing the Licensor's trademarks or trade names. The
Licensee shall provide from time to time at the Licensor's request examples of
any and all documents bearing the name "Virtual Stock Market" to allow the
Licensor to ascertain the Licensee's compliance with the requirements of this
Agreement. A copy of the Licensee's use of the name "Virtual Stock Market" is
attached hereto as Exhibit A.
6. Assignment. The Licensee may not assign or sublicense its license to use the
name "Virtual Stock Market" or any similar name, including but not limited to by
operation of law, without the prior written consent of the Licensor. The
Licensor may assign its rights under this Agreement, which shall be binding upon
and inure to the benefit of the Licensor's successors and assigns.
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7. Notices. Any notice, payment or communication contemplated by this Agreement
shall be sent to the address set forth below the signature of the party to whom
such notice, payment or communication is directed, or to such other address as
that party shall provide to the other party in writing. Notices may be delivered
personally, by overnight courier or by first-class mail.
8. Termination. Regardless of the term of the license specified in Section 2,
the Licensor may terminate the license granted under this Agreement upon written
notice to the Licensee if the Licensee commits a material breach of this
Agreement and such breach is not remedied within 14 days of such breach.
9. Miscellaneous. This Agreement shall be governed by, and construed in
accordance with, the laws of California applicable to transactions occurring
within California and between residents of that state. This Agreement contains
the entire understanding of the parties with respect to the subject matter
hereof and supersedes entirely any prior or contemporaneous agreements or
understandings relating to that subject matter. This Agreement may only be
amended through a written instrument signed by both parties. No right of any
party under this Agreement will be deemed waived unless the waiver is set forth
in writing and is signed by the party waiving that right. In any litigation or
arbitration arising out of or related to this Agreement, the party who
substantially prevails shall be entitled to recover, in addition to any other
amounts the arbitrator or court may award, all costs incurred in connection with
that arbitration or litigation, including but not limited to reasonable
attorneys fees.
IN WITNESS WHEREOF, the parties, through their duly authorized officers, have
entered into this Agreement as of the date first above written.
THE LICENSOR THE LICENSEE
VIRTUAL WALL STREET, INC. VIRTUAL STOCK MARKET, INC.
By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
----------------------------- --------------------------------
Title: President & CEO Title: President
00000 Xxxxxxxx Xxxx., Xxxxx 0000 00000 Xxxxxxxx Xxxx., Xxxxx 0000
Xxx Xxxxxxx, XX 00000 Xxx Xxxxxxx, XX 00000
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