MASTER LICENSE AGREEMENT
THIS MASTER LICENSE AGREEMENT (the "Agreement") is made and entered into
this 6th day of October, 1998 (the "Effective Date") by and between Full Power
Corporation, an Ohio corporation, with its principal office located at 00000
Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxx 00000 (hereinafter "FPC") and Courant
Consulting, Inc., a California corporation, with principal offices located at
0000 Xxxxxxx Xxxx, Xxxxx 000, Xxx Xxxxx, XX 00000, (hereinafter "Licensee") for
the purpose of establishing a master licensing arrangement between them.
RECITALS
FPC is in the business of selling electric power to retail consumers for
commercial, industrial and residential consumption in California. FPC has
entered into seven (7) License Agreements with third parties pursuant to which
FPC has granted licenses in various locations in California (the locations are
listed on Schedule A hereto). The licenses granted permit the Licensee to
market electric power under the name "Full Power Corporation" in the agreed
upon territory.
FPC has recently completed a reverse merger with Full Power Group, Inc., a
Florida corporation and as a result FPC is now wholly owned by Full Power Group,
Inc. Full Power Group, Inc. is a publicly traded company. FPC has determined
that it no longer wants to directly pursue establishment of licensees, but
instead wants to concentrate its business on the sale of electric power.
Licensee has experience in the establishment of licensing arrangements.
Licensee desires to become the Master Licensee of FPC in California. Licensee
intends to grant sublicenses for the benefit of FPC in certain parts of the
Territory.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants,
conditions and warranties which appear below, and intending to be legally bound
thereby, the parties hereby agree as follows:
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ARTICLE I
DEFINITIONS
1.1 "Contract" means an authorized end user contract for the purchase of
electric power for retail consumption;
1.2 "Customer" means a person or entity who has executed a Contract procured
through the efforts of Licensee for the delivery of Services in the
Territory;
1.3 "License Marks" means "Full Power Corporation-TM-" and such other service
marks, trade names and trade marks of FPC as FPC may hereinafter grant to
Licensee written permission to use;
1.4 "Proprietary Information" means the information described in Section 10.1
of this Agreement;
1.5 "Services" means electric power and any ancillary services related to the
delivery of electric power provided by or through FPC and/or Licensee;
1.6 "Territory" means the Territory as described on Schedule B, attached
hereto.
ARTICLE II
GRANT OF LICENSE
2.1 LICENSE
For the consideration herein provided and subject to the terms and
conditions set forth herein, FPC hereby grants to the Licensee and the Licensee
hereby accepts the exclusive right and license to:
2.1.1 The License Marks in the Territory in accordance with the provisions
of this Agreement.
2.1.2 Advertise, promote and procure, within the Territory, signed
Contracts in the name of FPC from commercial, industrial and
residential Customers for the delivery of Services to such
Customers within the Territory, including master metered
properties.
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2.1.3 Licensee shall have the right to grant sublicenses, but only with
the prior written consent of Licensor, which consent shall
not be unreasonably withheld; provided however, that each
sublicensee shall be required to assume the obligations of
Licensee to FPC pursuant to this Agreement.
2.2 USE OF LICENSE MARKS
Licensee agrees that it will use the License Marks only in the Territory
and only for the purpose of marketing and selling the Services. So long as
this Agreement is in effect, Licensee shall not market or sell the Services
under any trade name, trade xxxx, service xxxx, grant or symbol other than the
License Marks without the written permission of FPC.
ARTICLE III
OBLIGATIONS OF FPC
3.1 DELIVERY OF ELECTRICAL POWER
During the term of this Agreement, FPC shall use its best efforts to
continuously, diligently and effectively obtain electric power supply through
FPC's suppliers, in sufficient quantities to satisfy current and reasonably
projected Customer demand.
3.2 LICENSES
FPC shall remain registered and qualified with the California Public
Utilities Commission for any and all activities related to the provision of
electrical power as contemplated by this Agreement in the State of California.
3.3 SALES MATERIAL AND PROMOTIONAL ASSISTANCE
During the term of this Agreement, FPC shall, at its own expense:
3.3.1 Provide the Licensee a sales manual which shall include, but not
be limited to, information concerning the marketing and sale
of electric power within the Territory, applicable rates and
Contracts for the procurement of Customers. FPC shall also make
available, from time to time, updates to the sales manual as it
deems necessary or appropriate.
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3.3.2 provide or make available to Licensee information concerning the
Services and assistance in advertising the Services. Assistance
may include brochures, stationery, sales scripts, rate sheets
and suggested cover letters that FPC may have available or
provide to Licensee from time to time. Licensee agrees to
maintain a fax machine and corresponding telephone twenty four
(24) hours a day to facilitate communications with FPC.
3.3.3 Provide representatives to assist in answering potential Customer
questions.
3.3.4 Provide representatives to assist in presentations to significant
potential Customers.
3.3.5 Provide representatives who shall provide either verbal or written
assurances, as necessary to any Customer or potential Customer
confirming that Licensee is authorized to obtain executed
Contracts for the provision of the Services on behalf of and
under the authority of FPC.
3.4 SERVICE ADMINISTRATION
During the term of this Agreement, FPC shall, at its own expense:
3.4.1 Maintain a toll free number during normal business hours for
inquiries by Customers.
3.4.2 Send a copy of the fully executed Contract, as well as a
confirmation letter to each Customer, not later than ten
(10) working days after confirmation of the Customer's
electric commodity consumption date from their Local
Utility Distribution Company and Contract acceptance by
FPC.
3.4.3 Expeditiously process Direct Access Requests for each Customer
with respect to their Local Utility Distribution Company.
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ARTICLE IV
PAYMENTS
4.1 PURCHASE OF LICENSE
In consideration of the licenses granted hereunder, Licensee shall pay
to FPC a fee in the amount of $968,750 (the "Master License Fee"). The
Master License Fee shall be payable in five (5) equal installments of
$193,750. Each installment shall be payable upon the grant of a sublicense
by the Licensee; provided however that the full amount of the Master License
shall be paid on or before September 1, 2000. In the event Licensee grants
more than five (5) sublicenses pursuant to this Agreement, upon the grant of
each additional sublicense, Licensee shall pay to Licensor the sum of
$193,750. FPC has entered into seven (7) Agreements with third parties
within the Territory granted to Licensee (the "Previously Granted Licenses").
In the case of six (6) such Previously Granted Licenses, the Licensees have
not paid FPC the full license fee. In each such case, FPC has agreed that in
the event the Licensee does not pay the full license fee, FPC will still
grant the license and in exchange, will accept an equity interest in the
Licensee. As a condition of the grant of this Master License, Licensee
herein shall assume FPC's obligation under previously granted licenses to
accept an equity interest in any Licensee that does not pay the full license
fee to FPC. Licensee herein shall become entitled to all license fees
payable from the Licenses under the Previously Granted Licenses from the date
of this Agreement forward; provided however, the Licensee herein shall pay to
FPC one-half of all license fees payable under Previously Granted Licenses.
Licensee shall pay FPC the one-half of all license fees payable under
Previously Granted Licenses as collected, but in no event, including the
failure to collect such license fees, no later than September 1, 2000.
4.2 COMPENSATION TO LICENSEE
The Contracts to be procured by Licensee will provide that a percentage
of the savings realized by the Customer, by switching from its current
electric provider to FPC, will be retained by the Customer and a percentage
of such savings will accrue to the benefit of FPC. In the case of a
residential customer, 50% of such savings will accrue to the benefit of the
Customer and 50% of such savings will accrue to the benefit of FPC. Licensee
shall receive compensation of 50% of the percentage of savings which accrues
to FPC from the Contracts procured by Licensee. In addition, Licensee shall
receive 50% of any net profits on other services provided by FPC to
residential customers procured by Licensee. In the case of commercial,
industrial and multiple dwelling unit customers, 70% of such savings will
accrue to the
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benefit of the customer and 30% of such savings will accrue to the benefit of
FPC. Licensee shall receive 50% of the percentage of savings which accrues to
FPC from the contracts procured by Licensee for commercial, industrial and
multiple dwelling unit customers. In addition, Licensee shall receive 50% of
any net profits on other services provided by FPC to commercial, industrial and
multiple dwelling unit customers procured by Licensee. The foregoing
compensation to Licensee is subject to collection of amounts owed FPC for each
customer billing cycle. Such compensation shall continue for so long as FPC or
any affiliate of FPC shall provide services to the customer.
4.3 OWNERSHIP OF AND SALE OF CONTRACT
All Contracts and any and all rights thereunder shall be the sole and
exclusive property of FPC. In the event FPC shall sell any or all of the
Contracts, Licensee shall receive an amount equal to 50% of the amount received
by FPC for the Contracts sold that were procured by Licensee. Where the
Contracts are part of a larger sale, such value shall be apportioned according
to the purchaser's valuation process and such valuation process shall be final
and binding on Licensee. In the event Licensee is compensated for the sale of
Contracts pursuant to this paragraph, no further compensation of any kind is
due Licensee under 4.2.
4.4 PAYMENT TO LICENSEE
FPC shall calculate amounts due Licensee as of the last day of each
calendar month net of any amount that may be due from Licensee to FPC and shall
remit such amount to Licensee no later than the tenth working day of the
succeeding calendar month by such means as may be mutually agreed and as may be
changed from time to time among Licensee and FPC. At or before the time of
payment, FPC shall provide to Licensee re-billing and collection data for each
Customer procured by Licensee.
4.5 BOOKS AND RECORDS
FPC shall maintain books and records of Customer xxxxxxxx and collections
as reasonably necessary to document and substantiate the determination of
amounts due to Licensee. Licensee may from time to time not to exceed four (4)
times per calendar year and upon ten (10) days prior written notice inspect the
books and records at the place of business of FPC during normal business hours.
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4.6 BILLING AND COLLECTION
FPC shall arrange for or provide meter reading and billing services for
all Customers, including the exercise of reasonable efforts to collect all sums
due from Customers for the provision of Services according to FPC's Contracts;
provided, however, that FPC shall not be obligated to expend funds or institute
legal proceedings to collect sums due from customers. FPC may, in its sole
discretion, delegate its billing and collection obligations under this Section
to any third party. FPC shall:
4.6.1 Xxxx all Customers no less frequently than a sixty (60) day
average billing cycle.
4.6.2 Be responsible for resolving billing disputes when they are the
result of a xxxx produced by FPC, their affiliate or a third
party billing company.
4.6.3 Subject to applicable law, take prompt action to discontinue
Service to Customers who are delinquent in their payments.
Where reasonably possible, FPC will notify Licensee in
advance of any discontinuance in Service due to delinquency
in payment.
ARTICLE V
OBLIGATIONS OF LICENSEE
5.1 SALES AND MARKETING
During the term of this Agreement, Licensee shall, at its own expense,
use its best efforts to continuously, diligently and effectively:
5.1.1 Subject to applicable law, utilize methods customarily employed
for the selling of Services within the Territory and in
accordance with the terms and conditions of this Agreement
and the sales material provided to Licensee by FPC.
5.1.2 Administer to all Customer inquiries and orders promptly and
efficiently.
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5.1.3 Ensure that all sales material and documents used in connection
with sales of the Services are marked with such copyright,
trade xxxx or other notices, proprietary legends or
restrictions as FPC may reasonably require.
5.1.4 Obtain the prior written approval from FPC for any advertisement
that references or mentions FPC or any provider of electric
power to FPC known to Licensee.
5.2 CONTRACTS
During the term of this Agreement, Licensee shall procure Contracts for
the Services within the Territory and in doing so shall:
5.2.1 Utilize FPC's Contracts and other ancillary documents; as may be
modified from time to time.
5.2.2 Submit, or have Customers submit, the original of the properly
executed Contract and all appropriate ancillary forms and
documents according to procedures established by FPC, as
expeditiously as possible.
5.2.3 Use its best efforts to ensure that the person signing the
Contract on behalf of a Customer is duly authorized to do so.
5.2.4 Bring to the attention of FPC any instance where another
individual or entity is obtaining or attempting to obtain the
cooperation of a Customer to cancel or breach their Contract
with FPC.
5.3 NEGATIVE COVENANTS
During the term of this Agreement, Licensee shall not:
5.3.1 Make any material misrepresentation of fact or omit to state any
material fact or engage in any deceptive business practice in
connection with the sales, marketing, advertisement or
promotion of the Services.
5.3.2 Modify any term or condition in the Contract without the prior
written consent of FPC.
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5.3.3 Collect any money from a Customer in Licensee's own name or
any name other than FPC.
ARTICLE VI
TERM AND TERMINATION
6.1 TERM
This Agreement shall become effective upon the Effective Date and shall
remain in effect for a period of five (5) years thereafter, unless sooner
terminated pursuant to the provisions of this Agreement. This Agreement
shall automatically and without notice renew thereafter for successive
periods of one (1) year, or as otherwise agreed by the parties. This
Agreement shall be terminable by either party at the end of the initial term
or then current renewal term upon written notice give thirty (30) days prior
to the end of the initial term or then current term.
6.2 REGULATORY APPROVAL
This Agreement shall terminate automatically and without liability or
further obligation on the part of either party to the other if, by final
order, FPC is denied or loses any necessary authority to provide the Services
in the Territory, or if authority is suspended or not renewed. In the event
of the occurrences described in the immediately preceding sentence, FPC shall
incur no liability to Licensee as the result of the occurrence of such events.
Licensee shall be entitled to all payments under and in accordance with
Sections 4.2, 4.3 and 4.4 (if applicable), subject to collection of monies by
FPC.
6.3 TERMINATION BY LICENSEE
Licensee may terminate this Agreement, without cause, upon ninety (90)
days prior written notice to FPC. Licensee agrees that it shall have no
claim for refund of fees paid under Section 4.1 in the event of termination
under this Section.
6.4 EVENT OF DEFAULT AND TERMINATION FOR CAUSE
The following shall constitute an event of default hereunder:
6.4.1 The violation by either party hereto of any material term or
provision of this Agreement and the failure of either party
hereto to perform its material obligations hereunder for a
period of thirty (30) days from the date of written notice
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thereof to the other party.
6.4.2 Any failure of the Licensee to abide by the terms of Sections
8.1 or 10.1.
6.4.3 The failure of FPC to pay any amounts due to Licensee in
accordance with the terms of this Agreement.
6.4.4 There shall occur any of the following actions with respect to
either the Licensee or FPC:
i. It shall be adjudged bankrupt or insolvent or make an
assignment for the benefit of creditors, or a
temporary or permanent receiver shall be appointed to
administer its affairs
ii. Proceedings for its reorganization shall be instituted.
iii. It shall take any action to dissolve or terminate its
existence.
iv. It shall sell all or substantially all of its assets.
v. Licensee shall attempt to assign this Agreement or any
right hereunder without obtaining the written consent
of FPC other, or shall suffer such assignment by
operation of law.
Upon the occurrence of an Event of Default as defined herein, the
non-defaulting party shall have the right to terminate this Agreement upon
thirty (30) days advance written notice to the other party.
6.5 ALTERNATIVE REMEDIES
The remedies set forth herein are cumulative and in addition to and not
exclusive or a limitation of other remedies available at law or in equity.
6.6 RIGHTS AND OBLIGATIONS UPON TERMINATION
FPC and Licensee hereby agree that upon any termination of this
Agreement, they shall be subject to the following rights and obligations:
6.6.1 The compensation provisions in this Agreement shall survive
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termination, regardless of the nature of the termination.
6.6.2 Licensee shall promptly return to FPC all Proprietary Information
and promotional materials and shall cease all advertising,
promotion and sales of the Services in the name of FPC and
shall refrain from making any representation, public or
otherwise, which could imply that there is any continuing
relationship between FPC and Licensee. Licensee shall
immediately cease use of all of FPC's trade marks, service
marks, trade names, logos and materials and those of any of
FPC's suppliers and affiliates.
6.6.3 Sections 3.4.1, 4.2, 4.3, 4.4, 4.5, 4.6 and 9.3 shall survive this
Agreement.
ARTICLE VII
OWNERSHIP AND USE OF LICENSE MARKS
7.1 OWNERSHIP OF LICENSE MARKS
The License Marks and all other trade names, trade marks and service
marks now or hereafter owned or employed by FPC, or used in their business
operations, and any good will resulting from the use thereof shall remain the
sole and exclusive property of FPC.
7.2 PROTECTION OF LICENSE MARKS
Licensee agrees that upon the request of FPC, it shall ensure that
whenever License Marks are used by Licensee, they shall be accompanied by a
statement satisfactory to FPC that they are marks or names used by Licensee
with the permission of FPC. Licensee further agrees not to do or permit to be
done any act which would (i) jeopardize, invalidate or remove any
registration of the License Marks and other registered trade names, trade
marks or service marks of FPC; or (ii) prejudice the right or title of FPC in
the License Marks and any other trade names, trade marks or service marks of
FPC.
7.3 INFRINGEMENT OF LICENSE MARKS
FPC represents and warrants that it has no knowledge of any instance of
infringement of any of the License Marks. Licensee agrees to keep FPC at all
times fully advised of any actual or threatened infringement of the License
Marks that comes to its attention.
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7.4 DISCONTINUANCE OF USE OF LICENSE MARKS
Licensee shall immediately discontinue any use of the License Marks upon
termination of this Agreement.
ARTICLE VIII
ADVERTISING
8.1 ADVERTISING STANDARDS
FPC has established standards for all advertising, promotional and
training materials used or distributed by Licensee which relate to the
Services. Licensee shall provide to FPC, for its prior review and written
approval, all promotional, advertising and other materials or activity using
or displaying FPC's name or the Services, or referring to Licensee as a
Licensee of FPC.
8.2 COOPERATIVE FUND
FPC and Licensee, together with all other Licensees of FPC, agree to
jointly establish an advertising fund in such amounts as may be agreed upon
from time to time, subject to policies and procedures established by FPC, in
its discretion. The funding for such advertising may be payable from gross
revenues generated from FPC's Licensees and sales of the Services.
ARTICLE IX
AUTHORITY AND INDEMNIFICATION
9.1 AUTHORITY OF LICENSEE
This Agreement does not constitute Licensee as FPC's general or special
agent and does not (i) create a joint venture or apply to confer any status,
power or authority upon Licensee other than is expressly set forth herein; or
(ii) give Licensee the right to enter into a Contract on FPC's account or to
bind FPC, other than as expressly set forth herein.
9.2 LICENSEE'S EMPLOYEES
All persons employed by Licensee are and will remain the employees and
agents of Licensee and are not and will not become employees or agents of
FPC. Licensee shall be solely responsible for the acts and omissions of its
employees and agents, shall have responsibility for their supervision,
direction, control and will ensure their compliance with this Master License
Agreement.
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9.3 INDEMNIFICATION
Notwithstanding any of the provisions of this Agreement which may be
construed to the contrary, Licensee shall indemnify FPC, its officers,
directors, stockholders, employees, agents, attorneys and representatives and
hold them harmless from and against any and all claims, actual damages,
consequential damages, liabilities and expenses, including reasonable attorneys'
fees, occasioned by any act or omission of Licensee, its partners, employees,
agents or representatives relating to the performance of its obligations
hereunder.
ARTICLE X
CONFIDENTIALITY
10.1 PROPRIETARY INFORMATION
During the term of this Agreement and for a period of two (2) years
thereafter, Licensee shall retain in confidence and shall require its partners,
employees, consultants, representatives and agents to retain in confidence the
Proprietary Information of FPC described below. The parties agree that such
Proprietary Information constitutes trade secrets of FPC and that the disclosure
thereof in contravention of this Agreement will constitute an unfair trade
practice. Proprietary Information means information relating to the business
and operations of FPC, its affiliates, clients and consultants, including, but
not limited to, all technical, marketing and financial information relating
thereto, any information relating to the pricing methods, processes, financial
data, lists, apparatus, statistics, programs, research, development or related
future business activities or operations or the results of the provision of
Services performed by Licensee under this Agreement. Licensee shall take
effective precautions, contractual and otherwise, reasonably calculated to
prevent unauthorized disclosure or misuse of Proprietary Information by any of
its partners, employees, or by any other person having access to such
information.
10.2 EXCLUSION OF PROPRIETARY INFORMATION
Proprietary Information shall not be deemed to include information which
is (i) already known to recipient (other than as a result of breach of this
Agreement, or any other confidentiality agreement between a party to this
Agreement and a third party); (ii) publicly known (or becomes publicly known)
without the fault or negligence of the recipient; (iii) approved for release by
written authorization of FPC; or (iv) required to be disclosed by law; provided
however, that in the event of such a proposed disclosure, Licensee shall give
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Commercial Arbitration Rules of the American Arbitration Association, with any
such arbitration to be held in Cleveland, Ohio, and judgment upon any award
rendered by the Arbitrator(s) may be entered in any Court having jurisdiction
thereof.
11.8 SAVINGS CLAUSE
If any term, covenant or condition of this Agreement or the application
thereof to any person or circumstance shall to any extent be invalid or
unenforceable, the remainder of this Agreement or the application of such term,
covenant or condition to persons or circumstances other than those to which it
is held invalid or unenforceable, shall not be affected thereby and each term,
covenant or condition of this Agreement shall be valid and be enforced to the
fullest extent permitted by law. All obligations and duties which by their
nature extend beyond the expiration of this Agreement shall survive and remain
in effect beyond any expiration or termination.
11.9 APPLICABLE LAW
This Agreement shall be governed by the laws of the State of Ohio,
without choice of law principles.
11.10 CAPTIONS AND SECTIONS
Captions contained herein are inserted only as a matter of convenience
and in no way define, limit or extend the scope of intent of any provision
hereof. Use of the term "Section" shall include the entire subject section and
all its subsections where the context requires.
11.11 INDEPENDENT BUSINESS JUDGMENT
The parties hereby acknowledge and agree that Licensee is an independent
business sufficiently sophisticated to exercise and is exercising its own
business judgment. The parties hereby further acknowledge and agree that FPC
has made no recommendations or representations regarding any aspect of
Licensee's business including, but not limited to, any representations with
regard to Licensee's profits therefrom.
11.12 WAIVER
Failure or delay on the part of either party to exercise any right, power
or privilege hereunder shall not operate as a waiver thereof. A waiver of one
obligation hereunder shall not operate as a waiver of any other obligation. A
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waiver of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent breach.
11.13 EXECUTION
This Agreement may be executed in counterparts and each of such
counterparts shall, for all purposes, be deemed to be an original but
altogether only one Agreement.
IN WITNESS WHEREOF, the parties have caused this Master License Agreement to
be executed by their duly authorized officers as of the date first set forth
above.
FULL POWER CORPORATION
By: Xxxxxx X. Xxxxxxx
-------------------------
Its: President
------------------------
Date: 10/6/98
-----------------------
COURANT CONSULTING, INC.
By: X. Xxxxxxx
-------------------------
Its: President
------------------------
Date: 10/07/98
-----------------------
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FPC not less than ten (10) days prior written notice before such disclosure
is made.
10.3 DISCLOSURE OF TERMS OF AGREEMENT
Neither party hereto shall disclose the terms and conditions of this
Agreement to any person or entity without the prior written consent of the
other party, except that this Agreement shall be provided to any Sublicensee.
ARTICLE XI
MISCELLANEOUS
11.1 REPRESENTATIONS AND WARRANTIES
Each party hereby makes the following representations and warranties,
which representations and warranties shall survive the execution hereof and
the consummation of the transactions herein contemplated:
11.1.1 In the case of FPC, it is a corporation duly organized,
validly existing and in good standing under the laws of the
jurisdiction of its corporation, and in the case of the
Licensee, it is a corporation duly organized and validly
existing under the laws of the jurisdiction of its
incorporation.
11.1.2 It has full power and authority to execute and perform this
Agreement.
11.1.3 The individuals executing this Agreement have the full power
and authority to bind their respective entities to the terms
hereof and have been properly authorized to do so.
11.1.4 This Agreement is enforceable against each party in
accordance with its terms.
11.1.5 Licensee represents and warrants that it shall cooperate in
good faith with FPC to accomplish the purposes of this
Master License Agreement.
11.2 FORCE MAJEURE
Neither party shall be liable to the other for any delay or failure to
perform hereunder, which delay or failure is due to causes beyond the control
of said party, including, but not limited to: (i) acts of God; (ii) acts of
the
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public enemy; (iii) acts of the United States of America, or any State,
territory or political subdivision thereof or of the District of Columbia;
(iv) fires, floods, epidemics, quarantine restrictions; or (v) strikes or
freight embargoes.
11.3 ACKNOWLEDGEMENT OF LICENSEE STATUS
Licensee acknowledges that it is a Licensee of FPC. Licensee agrees
to execute any document reasonably requested by FPC acknowledging Licensee's
status as a Licensee of FPC.
11.4 SUCCESSION
This Master License Agreement shall be binding upon and inure to the
benefit of the parties and their respective permitted successors and assigns.
11.5 NOTICES
All notices pursuant to this Agreement shall be in writing and shall
be sent by overnight delivery:
If to FPC, to: Full Power Corporation
00000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx
If to Licensee, to: Courant Consulting, Inc.
0000 Xxxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
11.6 INTEGRATION
This Agreement represents the entire agreement and understanding
between FPC and Licensee as to the subject matter hereof. No waiver,
alteration or modification of any of the provisions of this Agreement shall
be binding unless in writing and signed by a duly authorized representative
of the party against which enforcement of such waiver, alteration or
modification is sought.
11.7 ARBITRATION
Any controversy or claim arising out of or relating to this Agreement,
or the breach thereof, shall be settled by arbitration in accordance with the
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SCHEDULE "A"
LIST OF LICENSES GRANTED
1. EPSA # 1
2. EPSA # 2
3. EPSA # 3
4. EPSA # 5
5. EPSA # 8
6. EPSA # 11
7. EPSA # 12
SCHEDULE "B"
TERRITORY
The State of California, with the exception of the Licensee listed on
Schedule A.
1. EPSA # 4
2. EPSA # 6
3. EPSA # 7
4. EPSA # 9
5. EPSA # 10
