LICENSING AGREEMENT
THIS AGREEMENT made as of the June 18, 1998, (the "Agreement"), between
Hargate Development Group with its principal place of business located at 00
Xxxxx Xxxxxx X. Xxxxxxx, Xxxxxxx XXX 0X0 (the "Licensor") and TVER ACQUISITION
CORP., a Delaware corporation. with its principal place of business located at
0000 Xxxxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000. (the "Licensee").
The Licensor is the owner of the entire right, title and interest to the
"Rattler", a three foot, six inch bicycle chain which serves as a proprietary
bicycle lock with audio alarm, similar to a car alarm.
The Licensee desires to use, and to obtain from the Licensor, the
right, license and privilege to market and distribute the "Rattler" in the
territory of the United States of America, and the Licensor is willing to grant
such license on the terms and conditions set forth below.
NOW THEREFORE, in consideration of the mutual covenants of the parties
and for other good and valuable consideration, receipt of which is hereby
acknowledged by the Licensor, the parties hereto agree as follows:
1. License. Licensor grants to the Licensee the exclusive right and license
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to market and distribute the "Rattler" in the territory of the United States of
America.
2. Term. The term of this Agreement is five years from the date of the
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signing of this Agreement.
3. Quality of Goods. The Licensee guarantees that the quality of
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manufacturing of the "Rattler" shall be of the highest quality and that the
packaging and collateral material shall also be of the highest standards.
4. Ownership of Trademarks and Tradenames. At the present time, there is no
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patent pending or trademarks pending, however if the Licensor applies for patent
and tradename protection, then all patents and tradenames shall remain the
property of the Licensor, and the Licensee has the right to use the patent and
tradename in the course of normal business within the marketing and distribution
of the "Rattler" in the United States of America.
5. Use of Trademarks and Tradenames. Once the trademarks are obtained by
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the Licensor, the Licensee may use the trademarks and tradenames in the normal
course of business. The Licensee agrees to use its best efforts to comply with
the laws pertaining to trademarks.
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6. Covenants of Licensor and Licensee. So long as this license shall remain
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in full force and effect, the Licensor shall not use or grant others the right
to use the trademarks on or in connections with licensed goods in the territory.
7. Consideration for License. The Licensee shall deliver 15,000 common
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shares of the Licensee's common stock.
8. Royalties. The Licensee shall pay to the Licensor 15% in gross sales of
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all product sold in the territory. Such royalties are to be reported by the
Licensee to the Licensor on a semi-annual basis and all royalties are due 30
days after the second and fourth quarter.
9. Default and Termination. The Licensor shall have the right to terminate
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this Agreement by reason of a material breach by the Licensee of its duties and
obligations hereunder provided that such material breach shall have not have
been remedied or cured within thirty (30) days following receipt by Licensee of
written notice thereof from Licensor, or, if Licensee's complaint of a material
breach is such that a remedy or cure cannot reasonably be settled within that
thirty (30) days.
10. Assignability. It is mutually understood and agreed that this license
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shall inure to the benefit of and be binding upon the Licensor, its successors
and/or assigns, and on Licensee, its successors and/or assigns. This license and
any of the rights or obligations created herein may be assigned, in whole or in
part, by Licensee, to any party upon the written consent of Licensor, which
shall not be reasonably withheld, and provided that Licensee is current in all
payments due the Licensor.
11. Miscellaneous. Nothing in this license shall be deemed to constitute or
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create between Licensor or Licensee a partnership, association, joint venture or
agency nor shall either party have power or authority to obligate or bind the
other in any manner, whatsoever, except as expressly provided for herein and
neither such party shall make any representation or warranty on behalf or for
the other party.
No change, modification, amendment, addition to this license or any part
thereof shall be valid unless in writing and signed by or on behalf of the party
to be charged therewith.
12. Entire Agreement. This license constitutes the entire agreement between
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the parties and supersedes all prior understandings and agreements regarding the
subject matter hereof. Each of the parties acknowledges and agrees that the
other has not made and is not making and in executing this license, neither
party has relied upon any representations, promises or inducements except to the
extent that the same are expressly set forth in this license. If any clause,
paragraph, section or part of this license shall be held or declared to be void,
invalid, or illegal for any reason by any court of competent jurisdiction, such
provision shall be ineffective, but shall not in any way, invalidate or affect
any other clause, paragraph, section or part of this license.
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This License shall be governed by and construed in accordance with the
laws of the state of Nevada, applicable to agreements made and to be performed
therein.
IN WITLESS WHEREOF, the parties have caused this license to be signed as
of the date and year first written above.
LICENSOR:
Hargate Development Group
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, Principal
LICENSEE:
TVER ACQUISITION CORP.
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, Secretary/Director
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