DATED 26 June 1997
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RANDGOLD & EXPLORATION COMPANY LIMITED (1)
and
RANDGOLD RESOURCES LIMITED (2)
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LICENCE
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Xxxxxx Xxxx
London
THIS AGREEMENT is made on the 26 June 1997 BETWEEN:
(1) RANDGOLD & EXPLORATION COMPANY LIMITED (No. 92/05642/06) of 0 Xxxxx
Xxxxxx, Xxxxx, Xxxxxxxxxxxx, Xxxxx Xxxxxx ("R&E"); and
(2) RANDGOLD RESOURCES LIMITED (No 62686) of La Motte Xxxxxxxx, La Xxxxx
Xxxxxx, Xx. Xxxxxx, Xxxxxx, XX0 0XX, Channel Islands ("RRL").
IT IS AGREED as follows:
1 DEFINITIONS
1.1 References herein to clauses are references to clauses of this Deed.
1.2 The headings to clauses shall not affect their interpretation.
1.3 Unless the context otherwise requires, words denoting the singular shall
include the plural and vice versa.
2 GRANT
2.1 For consideration of US$1 now paid by RRL to R&E (receipt of which is
hereby acknowledged), R&E hereby grants to RRL an irrevocable
non-exclusive royalty-free licence to the fullest extent it is able to
continue to use the word "Randgold" anywhere in the world.
2.2 If for any reason R&E ceases to use the word "Randgold" at any time or
removes it from its corporate name, it shall for a consideration of US$1,
assign absolutely all its rights and interest in the word "Randgold".
2.3 R&E undertakes that it will, at the request of RRL, execute or procure
the execution of any document or do any such act which may be necessary to
allow the recordal of the rights granted to RRL by this Agreement.
3 R&E WARRANTIES
3.1 R&E warrants that:
(a) it is not aware of any present or proposed litigation concerning
the word "Randgold" relating to its use of such word by RRL or R&E;
and
(b) it is not aware of any claim that the use of the "Randgold" name
infringes the rights of any third party anywhere in the world.
3.2 R&E undertakes to RRL that for as long as R&E or any of its subsidiaries
have the word "Randgold" in its or their corporate names, R&E will either
use its reasonable endeavours to protect and maintain the "Randgold" name
in the countries in which is so used or will notify RRL of any
infringement of the "Randgold" name of which R&E becomes aware. In such
event, RRL may, at RRL's cost and against RRL furnishing R&E with an
indemnity reasonably acceptable to R&E, take steps to prevent such
infringement in R&E's name and R&E shall provide such advice and
assistance as RRL may reasonably require.
3.3 R&E undertakes to RRL that it shall not, nor shall it grant to any
third party a licence to, use the "Randgold" name for the purpose of gold
mining (including exploration and prospecting or any other associated or
ancillary purpose) in the continent of Africa (but excluding the Republic
of South Africa and the Republic of Namibia).
3.4 It is expressly agreed that R&E does not warrant, represent or undertake
that it has the right to use the name "Randgold" in any country in which
such name is not registered by or on behalf of R&E and/or its
subsidiaries.
4 NO PARTNERSHIP OR AGENCY
4.1 Nothing in this Agreement shall be deemed to constitute a partnership
between the parties or constitute one party being the agent of the other
for any purpose or entitle either party to commit or bind the other party
in any manner.
5 GOVERNING LAW
5.1 This Agreement shall be governed by and construed in accordance with
the laws of England and the parties hereby submit to the non-exclusive
jurisdiction of the English courts.
5.2 Nothing in this clause 5 shall limit the right of any party to take
proceedings in any manner permitted by law or in any other court of
competent jurisdiction nor shall the taking of proceedings in any one or
more jurisdictions preclude the taking of proceedings in any other
jurisdictions whether concurrently or not.
5.3 Each of R&E and RRL hereby appoint Norose Service Company Limited of
Xxxxxxx Xxxxx, Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as their respective agent
for service of process.
IN WITNESS whereof the parties have caused this Agreement to be executed on the
day and year first above written.
SIGNED by )
for and on behalf of )
RANDGOLD & EXPLORATION )
COMPANY LIMITED ) /s/ [ILLEGIBLE]
_____________________
in the presence of: Xxxxxx XxXxxxxxxx Director
Xxxxxx Xxxx
SIGNED by )
for and on behalf of )
RANDGOLD RESOURCES LIMITED ) /s/ [ILLEGIBLE]
_____________________
in the presence of: Xxxxxx XxXxxxxxxx Director
Xxxxxx Xxxx
