BUSINESS AGREEMENT
Exhibit 10.3
This
agreement is by, and between Material Technologies, Inc., a Delaware
corporation, based at 00000 Xxx Xxxxxxx Xxxx., Xxx Xxxxxxx, Xxxxxxxxxx
(“Matech”), and, The India-America Technology Agency, a recently established
business with offices in Singapore, India, and the U.S., based at: c/o Spinnaker
Capital Asia, 00 Xxxxxxx Xxxx, Xxxxxxx Xxxxx #00-00, Xxxxxxxxx 000000
(“IATA”).
Whereas:
Matech
desires to have its bridge fatigue sensor products and technology introduced by
IATA into India and Singapore, and
Matech
further desires to have IATA identify and arrange investment funding to
facilitate the most effective marketing, distribution, and manufacturing
opportunities in India and Singapore.
Therefore,
Matech and IATA agree as follows:
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1.
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Matech
agrees to enter into exclusive licenses to IATA to make, use, and sell the
Matech electromechanical fatigue sensor system, and all related technology
owned by Matech, to be utilized in the territories of India and
Singapore. Any licenses granted to IATA will be pursuant to
separate agreements, the terms of which will be mutually agreeable to the
parties at that time.
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2.
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IATA
will apply its best efforts to protect the intellectual property rights of
the Matech products and technology, including seeking patent protection in
India and Singapore.
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3.
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IATA
will apply its best efforts to market the Matech technology and obtain
contracts for product sales, engineering contract services and licensing
fees throughout India and
Singapore.
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4.
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IATA
will apply its best efforts to obtain financing to facilitate its efforts
in India and Singapore to introduce the Matech products, technology, and
engineering services.
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5.
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The
term of this Agreement is ten years from the date of
execution. Each party hereto shall bear their own expenses
incurred pursuant to this Agreement. This Agreement shall be
governed by the laws of the State of California. The parties
agree that the Courts of the County of Orange, State of California shall
have sole and exclusive jurisdiction and venue for the resolution of all
disputes arising under the terms of this Agreement. In the
event any Party hereto shall commence legal proceedings against the other
to enforce the terms hereof, or to declare rights hereunder, as the result
of a breach of any covenant or condition of this Agreement, the prevailing
party in any such proceeding shall be entitled to recover from the losing
party its costs of suit, including reasonable attorneys' fees, as may be
fixed by the court.
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Material
Technologies,
Inc. IATA
/s/ Xxxxxx
Xxxxxxxxx Date
5/22/08
/s/ Xxx Xxxxxx (for Xxxxx
Xxxxxx)
Date 5/25/08
Xxxxxx
Xxxxxxxxx
Xxxxx Xxxxxx
CEO
Chairman and CEO
