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Exhibit 10(f)
DATED for reference January 1, 1989
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BETWEEN:
XXXXXX XXXXX
OF THE FIRST PART
AND:
PUFF PAC, LTD.
OF THE SECOND PART
AND:
ALL OF THE PERSONS IN
PUFF PAC PEOPLE
OF THE THIRD PART
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PATENT ROYALTY AGREEMENT
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XXXXXXX & DuMOULIN
Barristers & Solicitors
1500 - 000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Attention: Xxxx X. Xxxxxxxxx
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PATENT ROYALTY AGREEMENT
THIS AGREEMENT is dated for reference January 1, 1989.
BETWEEN:
XXXXXX XXXXX, Businessman, of 0000 Xxxxxxx Xxxx Xxxx, Xxx Xxxxxxx,
Xxxxxxxxxx 00000
(hereinafter called "Xxxxx")
OF THE FIRST PART,
AND:
PUFF PAC, LTD., a California limited partnership having an office at
0000 Xxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx, 00000
(hereinafter called "PPL")
OF THE SECOND PART,
AND:
ALL OF THE PERSONS IN PUFF PAC PEOPLE
(hereafter collectively called "PPP" and individually called a
"Person of PPP")
OF THE THIRD PART.
WHEREAS:
A. By oral agreement Xxxxx granted a royalty relating to U.S. patents No.
4,597,244 and No. 4,793,123 issued on July 1, 1986 and December 27, 1988
respectively, and to U.S. patent applications with serial numbers 089,228 and
07/262,537 filed on August 25, 1987 and October 25, 1988 respectively (the
"Intellectual Property") to a collectivity of people commonly known as Puff Pac
People ("PPP");
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B. By an undated agreement entitled "Patent Distribution Agreement" between
Xxxxx and PPL, Xxxxx granted a license to PPL to manufacture, use and sell
products made under the Intellectual Property;
C. The parties wish to reduce the oral agreement to writing and wish to make
certain amendments including ensuring that royalty payments are made from PPL
directly to PPP.
IN CONSIDERATION FOR the payment of $1.00 paid by PPL to each of the
persons of PPP and Xxxxx, the receipt and sufficiency of which consideration is
expressly acknowledged, the parties agree as follows;
1. For the period from January 1, 1989 to December 31, 1989, PPL will pay a
royalty to PPP in the amount of five percent of the Cost Of Goods Sold of
Products sold in the United States.
2. For the period from January 1, 1990 to December 31, 1990, PPL will pay a
royalty to PPP for Industrial Packaging and for Gift Wrapping of three percent
and four percent respectively, of the Cost of Goods Sold of Products sold in
the United States.
3. For the period from January 1, 1991 to December 31, 1994, PPL will pay a
royalty to PPP for Industrial Packaging and for Gift Wrapping of two percent
and three percent respectively of the Cost of Goods Sold of Products sold in
the United States.
4. For the period commencing January 1, 1995, PPL will pay a royalty to PPP
for Industrial Packaging and for Gift Wrapping of two percent and two and
one-half percent respectively of the Cost of Goods Sold of Products sold in the
United States.
5. The amounts to be paid under paragraphs 1, 2, 3 and 4 will be determined
by reference to the audited financial statements of PPL.
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6. Within 30 days of the end of the first, second and third quarters of each
fiscal year of PPL, PPL shall advance to PPP an amount being an estimate
made by PPL only of the royalty accrued for the recently completed quarter
of the fiscal year of PPL.
7. PPL shall pay to PPP the amounts to be paid under paragraphs 1, 2, 3 and 4
no later than 150 days following the fiscal year end of PPL. Such payments
will be adjusted to exclude the advances provided during the fiscal year
and, in the event that the advances exceed the total amount to be paid for
a fiscal year, then PPL shall no later than 150 days following the fiscal
year end of PPL deliver to PPP a demand to pay such excess and PPP shall
make payment to PPL on such demand within 10 days of receipt of such.
8. For the purpose of this Agreement, the following words and terms have the
following definitions:
(a) "Cost of Goods Sold" means manufacturers unit price FOB factory,
multiplied by the number of units sold, excluding returns using
average costing method;
(b) "Gift Wrapping" means wrapping produced under the Intellectual
Property that is placed around consumer goods at the retail trade;
(c) "Industrial Packaging" means the packaging produced under the
Intellectual Property that is used for protection of items including
flowers during their transportation or storage including, but not
restricted to, use by manufacturers, growers and wholesalers; and
(d) "Products" means those products produced under the Intellectual
Property.
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9. Payments hereunder shall be made by PPL directly to PPP.
10. Any payments to be made by PPL to PPP shall be delivered or mailed to PPP
at 0 Xxxx Xxx Xxxxxx, Xxxx, Xxxxxxxxxx, 00000. In the event that PPP
incorporates a company to facilitate receipt of payments herein:
(a) each Person of PPP shall deliver to PPL an assignment in writing to
the corporation of its interest in this Agreement;
(b) each Person of PPP shall deliver to PPL a duly executed release of
PPL's obligations to each Person of PPP under this Agreement; and
(c) any payment required herein shall be made payable to the corporate
name and to the corporate address as advised by Xxx Xxxxxx.
00. PPL shall provide PPP within 150 day of the fiscal year end of PPL a
complete and accurate statement of its Cost of Goods Sold for the fiscal year
then ending, such statement to be certified by PPL as accurate and to include
information as to the number, description of Products sold during the fiscal
year and any further information as PPP may from time to time reasonably
request. Such statements shall be furnished to PPP regardless of whether
Products have been shipped, distributed or sold and whether or not royalties
have been earned during the fiscal period. PPP shall keep such statements
strictly confidential.
12. PPL acknowledges that as of December 31, 1988 it owes PPP royalty payments
of $12,999.25 in aggregate.
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13. PPP acknowledges that it has no royalty agreements written or oral with
PPL or Xxxxx other than this Agreement.
14. PPP does forever release Xxxxx, his executors, administrators, successors
and assigns of and from all causes of action, contracts, claims, suits, demands
and damages of whatever nature or kind and howsoever arising, which each of the
Persons of PPP, their executors, administrators, successors and assigns, can,
shall or may have for or by any reason or arising out of any cause, act,
contract, deed, matter, thing, or omission existing up to the date of this
Agreement, save and except royalty payments due and owing up to and including
December 31, 1988 in the amount of $12,999.25 in aggregate.
15. Each of the Persons of PPP does hereby remise, release and forever
discharge PPL, its directors, officers, agents, employees, successors and
assigns of and from all causes of action, contracts, claims, suits, costs,
demands and damages of whatever nature or kind and howsoever arising, which each
of the Persons of PPP, their executors, administrators, successors and assigns
now have or which hereafter they, their executors, administrators, successors
and assigns, can, shall or may have for or by any reason or arising out of any
cause, act, contract, deed, matter, thing, or omission existing up to the date
of this Agreement, save and except the royalty payments due and owing up to and
including December 31, 1988 in the amount of $12,999.25 in aggregate.
16. Xxxxx does hereby remise, release and forever discharge PPL, its
directors, officers, agents, employees, successors and assigns of and from all
causes of action, contracts, claims, suits, costs, demands and damages of
whatever nature or kind and howsoever arising, which Xxxxx, his executors,
administrators, successors and assigns now have or which hereafter he, his
executors, administrators, successors and assigns, can, shall or may have for or
by any reason or arising out of any cause, act,
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contract, deed, matter, thing, or omission existing up to the date of this
Agreement.
17. This Agreement does not create a partnership or joint venture between the
parties and neither party has the power to obligate or bind the other party in
any manner.
18. Any notice required to be given shall be sufficiently given if in writing
and delivered, personally, to the address of the intended recipient set forth
on the first page hereof or such other address as may be specified in writing
by any of the parties hereto on giving notice in the same manner. Such notice
shall be deemed to have been received on the day it is so delivered.
19. All of the parties to this Agreement agree to execute and deliver all such
further documents and assurances and do all such further acts and things which
either before or after the execution of this Agreement are necessary to carry
out the full interest and meaning of this Agreement.
20. This Agreement shall be governed by the laws of the province of British
Columbia and the parties hereto agree to the exclusive jurisdiction of the
courts of British Columbia.
21. This Agreement represents the entire understanding between the parties of
this Agreement and supersedes all previous representations, understandings or
agreements, oral or written between the parties.
22. This Agreement may be amended only by agreement in writing, executed by
all of the parties hereto.
23. This agreement may not be assigned by any Person of PPP without the
previous written consent of PPL.
24. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators,
successors and assigns.
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Percentage of Patent
Royalty also being the
Name of Partners In Percentage of
Puff Pac People Interest in Partnership
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Xxxxxxx X. Xxxxxxx 1
Xxxxxxx Xxxxxx 1/2
Xxxxx Xxxxxx 1/2
Xxxxx Xxxxxxxx 1/2
Xxxxxxx Folks 1
Xxxxx & Xxxxxx Xxxx 1
Xxxxxx Xxxxxxxx 5
Xxxxxx X. Xxxxx &
Xxxxx Xxxxxx Xxxxx 1
Xxxxx Xxxxxx 1/2
Xxx Xxxxxx 1
Xxxxxxx Xxxxxx 1
Xxxx Xxxxxx 1
Xxxxxxx Xxxxx 1
Xxxxxx Xxxx Xxxxx
Xxxxx Xxxxxx 8
Xxxxxxx Xxxxxx 6
Xxxxx Xxxxx 2
Xxxxxx Xxxxxx 4
Xxxxxxx Xxxxxx 1
Xxxxxx Xxxxxx 1
Xxxxxx Xxxxxxxx 0
Xxxxxxxxx & Xxxxxx 0
Xxxxxxx Xxxxxxx 0
Xxx Xxxxxxxx 0
Xxxxxxx Xxxxxxxx 0
Xxxxxxx Xxxxxxx 1
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TOTAL 100
