EXCLUSIVE LICENSE AGREEMENT
Agreement made this 31st day of March, 1998, between N. Xxxxxx
Xxxx, an individual, of 00 Xxxxxxx Xxxxx, Xxxxxxx XX 00000
(The "Licensor") and Micro Interconnect Technology, Inc. a
corporation organized under the laws of the State of Nevada, with
its principal place of business at 00 Xxxxxxx Xxxxx Xxxxxxx XX
00000 (the "Licensee").
RECITALS:
Licensor is the owner of the entire right, title, and interest
in the following letters of patent of the United States: (1)
#5281325 issued Jan. 25,1994 ; (2) #5377404 issued Jan. 3,1995 ;
(3) #5384230 issued Jan. 24, 1995 ; and (4) #5653893 issued Aug.
5, 1997.
Licensee is desirous of securing, and Licensor is willing to
grant, an exclusive license under the above referenced patents to
use these patents for the manufacture of products for sale to
business and general public.
In consideration of the covenants and obligations hereinafter
set forth, and the mutual benefits derived hereunder, the parties
agree as follows:
SECTION 1
DEFINITIONS
A. "Licensed Patents" means all patents issued after Jan 24,
1994 to Licensor.
B. "Licensed Process" means the process covered by the
patents herein written above.
SECTION 2
GRANT OF LICENSE
Licensor grants to Licensee an exclusive license to utilize
the above-described patents for the manufacture and sale of
products throughout the United States, its territories and
possessions for the full term beginning on the date of this
agreement and ending March 31, 2007 unless extended or reissued
by express written agreement of the parties hereto. At the end
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of the full term of the licensee, including any extensions or
reissues thereof, the licensees hereunder shall terminate without
further notice to Licensee.
SECTION 3
ROYALTY
Licensee shall pay Licensor, annually, a royalty of one
percent (1%) of its gross sales and receipts. Payment of royalty
shall begin on January 1999 and continue for each year that
Licensee holds the exclusive license. Should the license
terminate prior to the completion of the full year, the royalty
shall be pro rated.
SECTION 4
COOPERATION
Licensor shall provide Licensee with all requested technical
information relating to the licensed processes, provided that
such information is in his possession, and shall aid Licensee in
developing the licensed process.
SECTION 5
REPORTING
Licensee shall submit written reports to Licensor quarterly,
within 30 days following any calendar quarter beginning in 1999.
Each such report shall include an earnings statement for the
proceeding three (3) calendar months, upon which a royalty is
payable, as provided in Section 3. The first report shall include
gross sales and receipts from the date of this agreement.
SECTION 6
IMPROVEMENTS
Any improvement related to the licensed process are hereby
included within the scope of this License Agreement. If a patent
is granted for any such improvement, Licensee shall then pay
Licensor the royalty as provided for in Section 3.
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SECTION 7
DEFAULT
If Licensee commits any default or breaches with respect to
any of the provisions of this Agreement, or fails to account for
or pay Licensor any of the royalties that become due hereunder,
Licensor shall have the right to cancel this Agreement on thirty
(30) days written notice to Licensee. However, if Licensee cures
the default or breach within twenty (20) days, license shall not
be canceled. Any royalty payment that become more than ten (10)
business days overdue, shall accrue interest at the rate of 1.5%
per month on all overdue amounts.
SECTION 8
BANKRUPTCY
In the event of any adjudication of bankruptcy, appointment of
a receiver, assignment for the benefit of creditors, or levy of
execution directly involving Licensee, this Agreement shall
immediately terminate.
SECTION 9
ARBITRATION
All disputes that arise in connection with this Agreement and
that are not settled by the parties themselves shall be submitted
to arbitration in accordance with the Rules and Regulations of
the American Arbitration Association. All costs of arbitration
shall be divided equally between the parties, and the parties
agree to abide by the award. The unsuccessful party in
arbitration shall be required to pay the other party's attorney's
fees.
SECTION 10
WARRANTIES
Neither party makes any representations, extends any
warranties, or assumes any responsibilities whatever with respect
to use, sale, or other disposition by the other party, its
vendees or transferees of the licensed process.
SECTION 11
TRANSFERABILITY OF RIGHTS AND OBLIGATIONS
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The license granted in this Agreement shall be binding on any
successor to ownership or control over licensed patents. The
obligation will run in favor of any successor of Licensor.
Licensee shall be prohibited from assigning its rights hereunder.
Licensor upon 30 days written notice to Licensee shall be
entitled to assign his rights to a successor Licensor. Either
party may have the right to assign its rights hereunder to the
purchaser of substantially all its business.
SECTION 12
MISCELLANEOUS
Other Patents. Should the Licensor file any additional patent
applications, the Licensee, at its option, may elect to pay the
attorney fees, filing fees and all other fees associated with any
new patent application in exchange for a 9 year exclusive
licensing agreement of said patent. An exclusive licensing
agreement incorporating the exact same terms and conditions as
written herein will be considered entered into as of the date the
new patent is issued.
Patent Taxes and Assessments. All taxes, annuities, and
assessments on the patents covered in this agreement shall be
paid by the Licensee.
Effectiveness. This agreement supersedes any and all
agreements, if any, previously made between the parties relating
to the subject matter hereof, and there are no understandings or
agreements other than those included herein.
Notices and Communications. Any notice , payment, request,
instruction, or other document to be delivered hereunder shall be
deemed sufficiently given if in writing and delivered personally
or mailed by certified mail, postage prepaid, of to Licensee,
addressed to the Licensee at the address first set forth above
and if addressed to Licensor, addressed as set forth above,
unless in each case Licensee or Licensor shall have notified the
other in writing of a different address.
Non Waiver. No delay or failure on the part or either party
in exercising any right hereunder, and no partial or single
exercise thereof, will constitute a waiver of such right or of
any other right hereunder.
Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of New
Hampshire.
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Binding Nature. The provisions of this agreement shall be
binding upon and inure to the benefit of each of the parties
hereto and their respective successors and assigns.
Amendment. This agreement shall not be altered or otherwise
amended except pursuant to any instrument in writing signed by
all affected parties hereto.
Severability. All the terms and provisions contained in this
Agreement are severable in the event that any of them shall be
held invalid or unenforceable, then this Agreement shall be
interpreted as if such invalid or unenforceable term or provision
were not contained herein.
IN WITNESS WHEREOF, the Parties have hereunto set their hands on
the first day written above.
LICENSOR:
by /s/ N. Xxxxxx Xxxx
LICENSEE:
Micro Interconnect Technology, Inc.
by (Officer) /s/ N. Xxxxxx Xxxx, President
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