EXHIBIT 10.1.1
NETI/WWV
LICENSE AGREEMENT
This AGREEMENT is made and entered into as of March 14, 1998, by and between
WORLD WIDE VIDEO INC., a Virginia Corporation, ("WWV") and NATIONAL EXECUTIVE
TRADE, INC., a Nevada Corporation, ("NETI").
WITNESSETH:
WHEREAS, WWV designs and manufactures leading edge technology and products for
the Video Telephony market as described in WWV Confidential Business Plan dated
(the "technology"); and
WHEREAS, NETI desires to acquire the exclusive license to manufacture, use,
market and distribute the technology from WWV in accordance with the terms and
conditions of this Agreement;
NOW THEREFORE, in consideration of the premises, and the mutual covenants and
agreements set forth herein, and for good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. Grant of License.
(a) Subject to the terms and conditions set forth in this Agreement, WWV hereby
grants to NETI the exclusive license, right and privilege to manufacture, use,
market and distribute the technology during the term hereof in the Country of
Canada. Furthermore, WWV grants to NETI the rights of first refusal for the
exclusive license to manufacture, use, market and distribute the technology for
the regions of South Africa and Australia / New Zealand.
(b) WWV shall furnish to NETI the technology's, copies of all patents,
registered designs, schematics, manufacturing information and drawings, and
marketing information including any previous sales information and current sales
information. All of the above shall be kept confidential by NETI. Any Breach of
this clause shall be a reason to terminate this agreement.
(c) WWV shall cooperate fully with NETI in its endeavors to manufacture, use and
market the technology in its exclusive territories. NETI agrees to reimburse all
reasonable costs connected with WWV support, which will be agreed in writing by
NETl in conjunction with WWV.
2. Term. Unless earlier terminated in accordance with the terms hereof, this
Agreement shall continue for the period commencing the date hereof and ending
March 15, 2008 and extend the term by mutual consent thereafter.
3. Consideration.
(a) Convertible Debenture. NETI agrees to advance $50,000 by way of bridge
finance to WWV. These funds are to be made available to WWV upon a satisfactory
demonstration of the technology which shall be at the signing of this Agreement
or within 10 days thereafter. Satisfactory meaning a benchmark demonstration of
the of WWV technology compared to 8X8, C Phone and or any other major developer
/ suppliers of V.324 products currently that are direct competitors to WWV
offerings. Upon delivery of working prototypes to NETI, the Debenture will be
converted into 250,000 free trading shares of WWV [of Colorado]. Furthermore,
WWV confirms that the company is in the process of filing for approval to trade
on the OTC-BB.
(b) Option to Purchase Additional Shares. WWV agrees to provide NETI an option
to purchase an additional 500,000 free trading shares for payment of $150,000 if
such payment is made by April 15, 1998 or 15 business days after delivery of
working prototypes, whichever shall be the later.
Upon the signing of this License Agreement NETI agrees that this payment is in
addition and not a part of the Royalty payments described in number four(4)
below. Further, WWV agrees to return, in full, without interest, the $50,000
loan to secure the rights if WWV cannot deliver working commercial products to
NETI within three months (3) of the signing of this agreement.
4. Royalties. In consideration of the grant of the license provided for herein,
NETI shall pay to WWV a royalty of five (5%) percent of gross wholesale
revenues to WWV annually from the WWV technology. Said payment shall be made
quarterly within sixty days of the end of each quarter. Attached to said payment
shall be the proper accounting, which may be audited by WWV.
5. First right to acquire the exclusive rights. for South Africa. WWV agrees to
provide NETI with the first rights to acquire the exclusive rights for
manufacturing, use, marketing and distribution of WWV products and technology
for payment of $25,000 on or before April 30, 1998, and royalty payments of 5%
on wholesale sales of WWV products.
6. First right to acquire the exclusive rights for Australia and New Zealand.
WWV agrees to provide NETI with the first rights to acquire the exclusive rights
for manufacturing, use, marketing and distribution of WWV products and
technology for payment of $50,000 on or before June 15, 1998, and royalty
payments of 5% on wholesale sales revenues of WWV products.
Termination
(a) This Agreement shall terminate upon written notice at the discretion of
either party hereto in the event the other party shall voluntarily or
involuntarily enter bankruptcy, reorganization, arrangement, receivership or any
similar proceedings or declare itself to be insolvent or bankrupt. If either
party is involved in any of the foregoing events, such party shall immediately
notify the other in writing of the occurrence of such event.
(b) Upon expiration or termination of this Agreement for any reason, NETI shall
cease and terminate the use of the technology.
(c) Termination of this Agreement for any reason shall not release either party
of any liability accrued through the date of such termination, nor effect in any
way the survival of any claim arising from any breach of any right, duty or
obligation of any party hereto accrued hereunder as of the date of such
termination.
6. Indemnification WWV agrees to indemnify, defend and hold harmless NETI from
and against any and all claims, losses, suits, damages, costs and liabilities
relating to or arising from the manufacture, distribution, use or sale of
products using the technology or the breach by WWV of any of its warranties or
representations contained herein.
Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance with the
laws of the State of Virginia as applied to residents of the State of Virginia
without regard to conflict of law principles.
(b) WWV represents and warrants to NETI that (i) WWV is the owner of the
technology, (ii) WWV has the right and authority to grant to NETI the license to
use the technology in the manner provided, for herein and (iii) the grant by WWV
of the license provided for herein does not violate or conflict with any
agreement, instrument or commitment, or any law, rule, regulation, court order
or proceeding, to which WWV is a party or is bound.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date set forth above.
LICENSOR:
WORLD WIDE VIDEO INC.
/S/
Xxxx X. Xxxxx
President
LICENSEE:
NATIONAL EXECUTIVE TRADE INC.
/S/
Xxxxx Xxxxxx
President
