Exhibit 10.3
INTELLECTUAL PROPERTY ASSIGNMENT AND ROYALTY AGREEMENT
THIS AGREEMENT, made this 14th day of May, 2002, between USDR
AEROSPACE, LTD., a Texas limited partnership, (hereinafter "Assignor") and USDR
GLOBAL AEROSPACE, LTD., a Delaware corporation (hereinafter "Assignee"):
Recitals
WHEREAS, Assignor has developed substantial intellectual property of
ideas, applications and products for the aviation industry, including inventions
for which international patent applications have been submitted as well as other
applications and ideas for which patent and trademark applications have not been
submitted (collectively called "Intellectual Property", all of which are listed
in Exhibit A); and
WHEREAS, Assignor desires to transfer and assign all of its
Intellectual Property to Assignee in exchange for a royalty to be paid on
Assignees sales, and Assignee desires to accept the assignment thereof in
exchange for which Assignee is willing to pay a royalty to Assignor on it sales;
NOW, THEREFORE, in consideration of the sum of $10.00 and other good
and valuable consideration, the receipt of which is hereby acknowledged, and the
promise by Assignee to pay Assignor a royalty of three and one-half per cent (3
1/2 %) on all of Assignee's sales until Assignor has received a total of
$15,000,000 and a royalty of one per cent (1%) of all of Assignee's sales
thereafter until all patent rights of the Intellectual Property have expired
(collectively called "Royalty"), the Assignor hereby assigns and transfers to
the Assignee all of it's right, title, and interest in and to the Intellectual
Property, and the Assignee hereby accepts the assignment of the Intellectual
Property. Assignee agrees to pay the Royalty on or before the 10th day of each
month based on Assignee's sales for the previous month. Assignee agrees to
provide Assignor with a summary report of sales with each payment. Assignor has
the right to audit Assignee's sales records to confirm Assignee's sales, at
Assignor's sole cost and expense.
Assignee may not transfer and assign the Intellectual Property to any
other party without the approval of Assignor, which approval will not be
unreasonably with held or delayed.
Any dispute arising out of or relating to this Agreement or any of the
transactions contemplated hereby shall be settled by arbitration in accordance
with the Federal Arbitration Act and the then prevailing rules of the American
Arbitration Association or its successor and the venue of any arbitration
proceedings shall be the Tarrant County, Texas. The determination of the
arbitrator or arbitrators shall be final and binding upon the parties hereto and
judgment thereon may be entered in any court having jurisdiction. The prevailing
party shall be awarded its attorney's fees and costs of arbitration.
This Agreement shall be governed by and construed in accordance with
the laws of State of Texas with out regard to conflict of laws principles.
This Agreement represents the entire understanding and agreement
between the parties hereto with respect to the subject matter hereof and can be
amended, supplemented or changed, and any provision hereof can be waived, only
by written instrument making specific reference to this Agreement signed by the
party against whom enforcement of any such amendment, supplement, modification
or waiver is sought.
IN WITNESS WHEREOF, this Assignment was executed on the day and year
first above written.
Signed and acknowledged
ASSIGNOR
USDR Aerospace, Ltd
By: United States Defense Research, L.C.
-General Partner
By:
--------------------------------
Xxxxx Xxxxx, Vice President
ASSIGNEE
USDR Global Aerospace, Ltd.
By:
--------------------------------
Xxxxxx Xxxxxx, President
EXHIBIT A
All rights in, arising out of, or associated with any or all of the following:
1. All trade names, logos, common law trademarks and service marks; trademark
and service xxxx registrations and applications therefor throughout the world
2. All inventions (whether patentable or not), invention disclosures,
improvements, trade secrets (whether currently existing or in development),
proprietary information, know how, technology, technical data and customer
lists, and all documentation relating to any of the foregoing;
3. The following United States and foreign patent applications and all issues,
reissues, divisions, renewals, extensions, provisionals, continuations and
continuations-in-part thereof:
A. U.S. Provisional Patent Application for an Anti-Ballistic,
Nano-Scale Composite Sheet, Application No. 60/327,684 filed
October 6, 2001, assigned to USDR Aerospace, Ltd. by
assignment dated October 19, 2001, recorded in U.S. PTO on
January 29, 2002.
B. U.S. Provisional Patent Application for an Anti-Ballistic,
Light-Weight, Secure Cockpit Door, Application No. 60/349,988
executed on January 18, 2002 and filed January 23, 2002.
Assigned to USDR Aerospace, Ltd. by Assignment of Application
executed on January 18, 2002
C. U.S. Provisional Patent Application for an Anti-Ballistic,
Wide Angle Peephole Viewer, Application No. 60/349,990
executed on January 18, 2002 and filed January 23, 2002.
Assigned to USDR Aerospace, Ltd. by Assignment of Application
executed on January 18, 2002
D. PCT International Patent Application (US and foreign) for an
Anti-Ballistic, Nano-Scale Composite Sheet, filed with US
Patent and Trademark Office on April 15, 2002, in name of USDR
Aerospace, Ltd. and Xxxxxxx Xxxxxxx (as inventor for US
purposes only), with priority reference to Item No. 1 above.
E. PCT International Patent Application for an Anti-Ballistic,
Light-Weight, Secure Cockpit Door, filed with US Patent and
Trademark Office on April 15, 2002 in name of USDR Aerospace,
Ltd. and Xxxxxxx Xxxxxxx (as inventor for US purposes only),
with priority reference to Item No. 2 above.
F. PCT International Patent Application for an Anti-Ballistic,
Wide Angle Peephole Viewer, filed with US Patent and Trademark
Office on April 15, 2002 in name of USDR Aerospace, Ltd. and
Xxxxxxx Xxxxxxx (as inventor for US purposes only), with
priority reference to Item No. 3 above.
G. PCT International Patent Application for an Integrally Vented,
Pressure Equalized Secure Cockpit Door, filed with US Patent
and Trademark Office on April 15, 2002 in name of USDR
Aerospace, Ltd. and Xxxxxxx Xxxxxxx (as inventor for US
purposes only), with no priority reference.
IV. All computer software development tools, files, records and data, all
media on which any of the foregoing is recorded and all documentation
related to any of the foregoing throughout the world.
