Exhibit 10.1
EXCLUSIVE LICENSE AGREEMENT
Xxxx & Xxxxxxxxx Xxxxxx (LICENSOR) and Geotheatre Productions Inc. (LICENSEE)
agree that LICENSOR is the owner of the Copyright material "Geotheatre
Educational Resources":
List of Products:
* The Geotheatre Map Grid System
* Musical Continents & Oceans
* One, Two, Three, What's Under Me?
* Relative Information
* N.E.W.S. - Introduction to Direction
* CARD-ography
* Flags of the World
* Treasure Map (Explorers)
* Geo-Facts
* Distance, Time & You
* Country Scramble
* Time Zone
* The Navigator Series
* Longitude & Latitude: Intro to Mapping
* The Performances: Geo-Discover and I'x x Xxxxxx, I'x x Xxxxxx
In as much as LICENSEE desires to obtain an exclusive license to use these
Copyright materials LICENSOR grants to LICENSEE the exclusive right to
manufacture, sell, and otherwise use the above stated intellectual property
throughout the United States of America and Canada.
LICENSEE shall pay a royalty of 7.5 percent of the net selling price of all
products and goods in which the Geotheatre Educational Resources are used. In
the event that such products are used by LICENSEE directly, or are disposed of
in another manner than sale, the royalty shall be calculated on the customary
price for similar goods. In the event that any products made under the license
are sold to a corporation that is controlled by or is a subsidiary of LICENSEE,
the royalty shall be determined by the re-sale price. The minimum annual royalty
shall be $18,000.00 (eighteen thousand & 00/100 dollars). In the event that the
minimum is not paid in the first three quarterly payments of each year, the
outstanding funds shall be paid in the final quarter's payment. Sums shall not
carry over from year to year unless an alternative remuneration is specifically
agreed to in writing by LICENSOR.
Royalties shall be paid on a quarterly basis. A report of sales shall accompany
each payment. Payments are due no later than 15 days after the end of the
quarter. LICENSEE shall permit LICENSOR, and Licensor's agents' reasonable
access to any and all of the records of LICENSEE related to the calculation of
royalties. Accountings will be considered final if the LICENSEE receives no
objection within 1-year following settlement. In the event of a dispute of any
kind, the parties shall submit to binding arbitration under the British Columbia
statute. The prevailing party shall pay for the cost of the arbitration.
Interest shall accrue on any unpaid royalties at a rate of ten percent (10%) per
annum.
In the event of any improvement of the invention, these improvements shall be
disclosed to LICENSEE by LICENSOR, and LICENSEE shall have the right to full use
of the improvements. LICENSOR shall provide training and assistance to LICENSEE
as to the practice, use and marketing of the Geotheatre Educational Resource
products.
LICENSOR expressly forbids the use or marketing of any Geotheatre Educational
Resource products by means in any way related to the pornographic industry.
Evidence of such association in any way shall immediately render this agreement
void and LICENSEE liable for damages.
This license may not be assigned or transferred by LICENSEE except with the
prior written approval of LICENSOR. Upon breach or default, LICENSOR may
immediately terminate the license granted to LICENSEE. LICENSEE shall notify
LICENSOR immediately as to any infringement of the intellectual property of
which LICENSEE may become aware.
Dated: March 13th, 2001
Signature: _______________________ Signature: _______________________
Xxxx & Xxxxxxxxx Xxxxxx (LICENSOR) Xxxx Xxxxxx, President
for Geotheatre Productions Inc. (LICENSEE)
AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT
The Exclusive License Agreement by and between, Xxxx & Xxxxxxxxx Xxxxxx
(LICENSOR) and Geotheatre Productions Inc. (LICENSEE) dated March 13th 2001 is
amended as follows:
The payment or accrual of the minimum annual royalty of $18,000.00 is waived
until January 1, 2004.
Dated: July 11, 2003
Signature: _______________________ Signature: _______________________
Xxxx & Xxxxxxxxx Xxxxxx (LICENSOR) Xxxx Xxxxxx, President
for Geotheatre Productions Inc. (LICENSEE)
