EXHIBIT 10.20
AGREEMENT
This Agreement is made this 13th day of Oct., 1996 by and between
("Radio Metrix, Inc.") and Xxxx Xxxxxxx ("Xx. Xxxxxxx").
RECITALS
WHEREAS, the Company is in the business of manufacturing and marketing
sensing devices utilizing radio waves in a unique fashion; and
WHEREAS, Xx. Xxxxxxx has served as an employee of the Company where part
of his duties were to further develop and enhance the Company's products and
technology; and
WHEREAS, within the scope of Xx. Xxxxxxx'x duties for the Company he
enhanced the Company's safety system product and technology by his invention of
an electrical noise canceling circuit; and
WHEREAS, the parties hereto wish that Xx. Xxxxxxx assign all of his
rights, title and interest in and to Xx. Xxxxxxx'x invention and any future
modifications or improvements thereto ("Invention") to the Company and that the
Company compensate Xx. Xxxxxxx fairly for such assignment.
NOW, THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants and agreements set forth herein, and for
other good and valuable consideration in hand received, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Confirmation of Recitals. The foregoing recitals are true and
correct and are hereby ratified and confirmed by the parties and are made an
integral part of this Agreement; as such, the recital shall be used in any
construction of this Agreement especially as it relates to the intent of the
parties.
2. Assignment. Xx. Xxxxxxx hereby assigns and conveys all of his right,
title and interest in and to the Invention to the Company.
3. Payment. In consideration of Xx. Xxxxxxx'x assignment and
conveyance of the Invention to the Company, the Company agrees to compensate Xx.
Xxxxxxx for said assignment as follows:
A. In those instances when the Invention is utilized by the Company
or it assigns in products sold by the Company, the Company shall
pay Xx. Xxxxxxx the smaller of $1.00 or 1% of the amount
collected by the Company from the sale of each finished product
in which the Invention is utilized. Such payments shall be made
to Xx. Xxxxxxx at
the end of each quarter within which products using the
Invention were sold and the sale price collected. Accompanying
each quarterly payment shall be an accounting clearly
identifying the type and number of products sold in the
quarterly period.
B. In instances where the Company licenses to its designees or
other third parties (i.e. parties other than an affiliate of the
Company created to manufacture or market products utilizing the
Company's technologies), the Invention independent of other
technology owned or licensed by the Company, the Company shall
pay to Xx. Xxxxxxx, 10% of the license fees or royalties
received by the Company from any such designees or third
parties, and such payment shall be paid to Xx. Xxxxxxx either
on a one time lump sum basis or an ongoing periodic basis as may
be mutually agreeable to the Company and Xx. Xxxxxxx on a case
by case basis in light of the circumstances surrounding the
license agreement(s), if any, entered into between the Company
and its designees and third parties from time to time.
C. In instances where the Company licenses to its designees or
other third parties (i.e. parties other than an affiliate of the
Company created to manufacture or market products utilizing the
Company's technologies) the Invention as part of other
technology owned or licensed by the Company, the Company shall
pay to Xx. Xxxxxxx 1% of the license fees or royalty fees
received by the Company from such designees or third parties
from license of combined technologies. Such fee shall be paid to
Xx. Xxxxxxx in the same fashion as payments required under
subparagraph B above.
3. Patent Application, Fees and Expenses. In the event the Company, in
its discretion, wishes to pursue patenting the Invention, then in such event,
the Company agrees that it shall be responsible for and shall pay all fees,
costs and expenses customarily incurred when filing a patent application and
acquiring a patent in the jurisdictions selected by the Company. Further, the
Company agrees that it shall be responsible for and shall pay all cost, fees and
expenses customarily incurred in maintaining a patent(s) once acquired for so
long as the Company deems the maintenance to be appropriate, and the Company
further agrees that it shall pay all fees, costs and expenses customarily
related to prosecuting and defending infringement claims. Should the Company
determine not to maintain or defend the patent, the Company shall provide Xx.
Xxxxxxx with written notice and an opportunity to undertake the maintenance or
defence.
4. Cooperation. Xx. Xxxxxxx shall, upon the request of the
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Company, execute and assign any and all applications, assignments, and other
instruments which the Company shall deem necessary in order to apply and obtain
Letters Patent of the United States or foreign countries for the Invention and
in order to assign and convey to the Company the sole and exclusive right, title
and interest, in and to the Invention, applications and patents related thereto.
5. Confidential Information. Xx. Xxxxxxx agrees to keep confidential and
not make any unauthorized use or disclosure, during or subsequent to his
employment with the Company of any knowledge or information of an unpublished,
or confidential or proprietary nature regarding the Invention or relating to the
business, research, technologies, products or development activities of the
Company, or to its manufacturing processes or its trade secrets, or to its
sources of supply or lists of customers, or to marketing or product plans or
contemplated actions of the Company.
6. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida. The parties agree that venue
for enforcement of any type under this Agreement shall be in Sarasota County,
Florida.
7. Miscellaneous. No change, addition, deletion, or amendment of this
Agreement shall be valid or binding upon Xx. Xxxxxxx or the Company unless in
writing and signed by Xx. Xxxxxxx and the Company. The rights of the Company
under this Agreement may be assigned; however, the covenants and agreements of
Xx. Xxxxxxx pursuant to this Agreement cannot be assigned. The title of this
Agreement and the paragraph headings of this Agreement are not substantive parts
of this Agreement and shall not limit or restrict the Agreement in any way. In
construing this Agreement, neither of the parties hereto shall have any term or
provision of this Agreement construed against such party solely by reason of
such party having drafted same as each provision of this Agreement is deemed by
the parties to have been jointly drafted by the Company and Xx. Xxxxxxx.
8. Xx. Xxxxxxx'x Acknowledgment. The Xx. Xxxxxxx, acknowledges that
Xx. Xxxxxxx has voluntarily and knowingly entered into this Agreement and that
this Agreement encompasses the full and complete agreement between the parties
with respect to the matters set forth herein.
9. Legal Representation. This Agreement has been prepared for the
Company by XXXXXX & XXXXX, P.A., its legal counsel. A principle of XXXXXX &
XXXXX, P.A., Xx. Xxxxxx is also a stockholder and officer of the Company. Xx.
Xxxxxxx has been expressly advised that neither XXXXXX & XXXXX, P.A. nor Xx.
Xxxxxx have provided any legal advise to him and that he may wish to seek
independent legal counsel in connection with this Agreement or matters related
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thereto.
XXXX XXXXXXX RADIO METRIX, INC.
By: /s/ XXXX XXXXXXX By: /s/ XXXXXXX X. XXXXXXX
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Print: Xxxx Xxxxxxx Print: Xxxxxxx X. Xxxxxxx
Title: President
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