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EXHIBIT 10(A)(1)
MASTER LICENSE AGREEMENT
ZERO-EMISSION ENERGY RECYCLING OXIDATION SYSTEM
"ZEROS"
This Master License Agreement is made at Houston, Texas as of November
15, 1996, by and between M, Ltd., hereinafter referred to in this Agreement as
"M, Ltd.," or "Grantor," and ZEROS USA, Inc., hereinafter referred to in this
Agreement as "ZEROS" or "Licensee."
In consideration of the mutual covenants made in this Agreement and
for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged, Grantor and Licensee agree as follows:
RECITALS
1. Legal Status of M, Ltd.
M, Ltd., is an international business corporation duly organized,
validly existing, and in good standing under the laws of the Bahamas, with
corporate power to own property and carry on its business as it is now being
conducted. M, Ltd., has its principal office and place of business at 43
Xxxxxxxxx, Nassau, Bahamas.
2. Legal Status of Licensee
Licensee is a business corporation incorporated pursuant to the laws
of the State of Texas, with power to own property and carry on business as
contemplated by this Agreement. Licensee has its principal office and place of
business at 000 Xxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000.
3. Business of M, Ltd.
3.1. M, Ltd., owns various technologies and has licensed other
entities, foreign and domestic, to use and sell said
technologies, providing for a royalty, free, open and
unlimited access to said technologies.
3.2. M, Ltd., contracts with parties to develop new technologies
and to improve technologies currently owned by M, Ltd., for
the benefit of both itself and its licensees.
3.3. Previous to this transaction, M, Ltd., obtained, inter alia,
all of the rights and interests to technology to recycle
energy using hazardous and non-hazardous wastes, including
toxic wastes.
3.4. M, Ltd., is interested in the business of permitting other
parties to develop new technologies for the benefit of M,
Ltd., and developing business opportunities related to
recycling energy using hazardous and non-hazardous wastes,
including toxic wastes by licensing the operation of energy
recycling oxidation systems to others.
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3.5. All services are offered in connection with and through the
use of various patents, trademarks and trade names and certain
related words, letters, and symbols, hereinafter collectively
referred to as "proprietary marks;" and in connection with
certain designs of signs, buildings, and logos, hereafter
collectively referred to as "indicia."
4. Desire of Licensee
4.1. Licensee desires the exclusive, international master license
for the energy recycling oxidation system, including the use
of any extant patents, proprietary marks and indicia.
4.2. Licensee desires the master license to sell to others
operating licenses and energy recycling oxidation systems,
including the use of any extant patents, proprietary marks and
indicia.
4.3. Licensee desires to derive the benefits of M, Ltd.'s
information, experience, advice, guidance, know-how, and
customer goodwill.
GRANT, TERM, AND INITIAL FEE
5. Grant of License
Grantor grants to Licensee, and Licensee hereby accepts from Grantor
the right and license for the term indicated, on the terms and conditions
hereinafter set forth:
5.1. To develop business opportunities related to recycling energy
using hazardous and non-hazardous wastes, including toxic
wastes.
5.2. To sell to industrial customers, developed either by Grantor
or Licensee, operating licenses and to sell or lease
zero-emission energy recycling oxidation systems under terms
and conditions approved by Grantor and Licensee.
5.3. To sell to biomedical customers, developed either by Grantor
or Licensee, operating licenses and to sell or lease
zero-emission energy recycling oxidation systems under the
terms and conditions approved by Grantor and Licensee.
5.4. To use, in connection with specific contracts to sell said
zero-emission energy recycling oxidation licenses and to sell
or lease systems, Grantor's proprietary marks, and indicia.
5.5. To use for marketing purposes, any and all information
regarding Grantor's patents, subject to Grantor's approval.
6. Geographical Area
The geographical area assigned by Grantor to Licensee is unlimited and
shall include any and all territories, foreign and domestic.
7. Exclusivity of License
The master license granted herein to the energy recycling system shall
be exclusive within the geographical area designated in Paragraph 6, above.
Grantor shall have the right to be paid a
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commission by Licensee more fully described in Paragraph 10, below, for any and
all other operating licenses or energy recycling system sold by Licensee
pursuant to this License Agreement, to any other entity so long as Licensee
continues to perform according to the terms of this contract, subject to the
provisions of Paragraph 9, hereinbelow.
8. Term
The term of this Agreement and of the right and license herein granted
shall commence on November 15, 1996, and shall continue perpetually unless
terminated in accordance with the terms hereof.
9. License Fee
Licensee will concurrently with the execution of this Agreement pay to
Grantor, or has agreed to pay to Grantor, upon terms and conditions agreed to
by Grantor and Licensee, the sum of $4,000,000.00 as the fee for the right and
license herein granted, and the sum of $12,000,000.00 as a royalty payment, for
a total sum of $16,000,000.00. The master license fee is due and payable on or
before eight years from the date of this agreement. The $12,000,000.00 royalty
payment is to paid at the rate of $3,000,000.00 per system for each of the
first four equipment systems sold by Licensee to other licensees and as the
construction deposit for each equipment system is collected from each of the
other licensees. Said fees are in addition to any and all amounts payable to
Grantor for implementation of any new technology developed by Grantor for
additional measuring instruments, computers, special tools, spare parts, and
related transporting equipment, or for any other reason.
10. Commissions
Grantor has a right to be paid the following commissions:
10.1. Five percent of any license fees or permits resulting from
cash collected from the sales to third parties originated by
Licensee;
10.2. Five percent of the gross income resulting from cash collected
from the sale of energy recycling systems originated by
Licensee; and
10.3. Five percent of the gross income resulting from cash collected
from tipping fees.
10.4. Five percent of the value of any and all by-products produced
from the operation of any energy recycling systems originally
sold through the Licensee;
for the term indicated in Paragraph 8, above, and for so long as Licensee
continues to perform according to the terms of this contract. Said commissions
shall be paid by Licensee to Grantor within thirty days after Licensee collects
any funds from any other party within Licensee's geographical area. Said
commissions shall apply only to those licenses and systems sold through
Licensee after the date of this License Agreement indicated above.
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PATENTS, PROPRIETARY MARKS,
INDICIA, AND CONFIDENTIAL INFORMATION
11. Validity and Use of Patent
Licensee hereby acknowledges the validity of Grantor's patents in the
United States, Canada, Mexico, and any other country bound by applicable,
international agreements, and acknowledges that the same are the sole property
of Grantor. Licensee shall use the patents only for so long as the right and
license granted herein remain in force, and only in connection with the purpose
of developing business opportunities to operate and/or sell energy recycling
systems and in the manner and for the purposes specified in this Agreement.
Licensee shall not, either during or after the term of this Agreement, do
anything, or aid or assist any other party to do anything, which would infringe
on, harm, impair, or contest the rights claimed by Grantor, in and to any of
the patents.
12. Validity and Use of Propriety Marks
Licensee hereby acknowledges the validity of the proprietary marks and
acknowledges that the same are the sole property of Grantor. The Licensee shall
use the proprietary marks only for so long as the right and license granted
herein remain in force, and only in connection with the purpose of developing
business opportunities to operate and/or sell energy recycling systems and in
the manner and for the purposes specified in this Agreement. Licensee shall
not, either during or after the term of this Agreement, do anything, or aid or
assist any other party to do anything, which would infringe on, harm, impair,
or contest the rights claimed by Grantor in and to any of the proprietary
rights.
13. Validity and Use of Indicia
Licensee acknowledges the validity of the indicia and that the same
are the exclusive property of Grantor. Licensee shall not, either during or
after the term of this Agreement, utilize any of the indicia except in
accordance with the terms of this Agreement.
14. Confidential Nature of Grantor's System
14.1. Licensee hereby acknowledges that Grantor is the sole owner of
all patents and proprietary rights in and to the
zero-emissions, energy recycling oxidation system, to the
obtaining and performance of contracts for the utilization of
said system, and to all material and information now or
hereafter revealed to Licensee under this Agreement relating
to the system.
14.2. Licensee acknowledges that the system in its entirety
constitutes trade secrets of Grantor, which are revealed to
Licensee solely to enable Licensee to develop business
opportunities to operate and/or sell energy recycling systems.
Such trade secrets include, but are not limited to, product
catalogues, price lists, training manuals, policy manuals,
sales promotion aids, business forms, accounting procedures,
marketing reports, informational bulletins, and inventory
systems.
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14.3. Licensee agrees that both during and after the term of this
Agreement:
14.3.1. Licensee will not reveal any of such trade secrets to
any other person, FIRM, or entity, and will take all
reasonable steps to prevent any other person, firm or
entity from discovering the trade secrets.
14.3.2. Licensee will not use the trade secrets in connection
with any business or venture whatsoever, except for
the purpose of developing business opportunities to
operate and/or sell energy recycling systems pursuant
to the terms of this and other related contracts.
15. Goodwill
Grantor acknowledges that all goodwill which may arise from Licensee's
use of the patents, proprietary marks, the indicia, the trade secrets, or the
license or Grantor's system of operation is and shall at all times hereinafter
be the sole and exclusive property of Licensee and shall inure to the sole
benefit of Licensee.
OBLIGATIONS OF GRANTOR
16. Initial Obligation
Grantor agrees to sell to Licensee a license and related rights for
the operation and/or sale of energy recycling systems known as ZEROS.
17. Training Program
Grantor acknowledges the competence of Licensee to independently
develop instruction programs for all aspects of owning and operating
the systems for such of its management and supervisory personnel as
Licensee may reasonably designate and to develop all future training
programs as may be necessary.
18. Improvements in System
Grantor conveys to Licensee a complete system and relies on Licensee
to independently develop all improvements and additions to the system to the
same extent and in the same manner as they would have been implemented by
Grantor if it were operating the system.
19. Management and Operation Assistance
Grantor acknowledges the competence of Licensee regarding management
and operation of the system and conveys to Licensee all current
information regarding the management and operation of the system, and
further makes available to Licensee the benefits of Grantor's current
information, experience, advice, and knowledge.
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20. Advertising
Licensee may from time to time purchase and place advertising
promoting the system and the services provided and furnished by it. All
decisions regarding whether to utilize national, regional, or local
advertising, or some combination thereof, and regarding selection of the
particular media, as well as advertising content, shall be within the sole
discretion of Licensee.
21. Sale of Units by Licensee
21.1. Licensee shall have the right to sell individual units to
third parties during the term of this Agreement and subject to
the terms hereinafter set forth.
21.2. The prices, delivery terms, terms of payment, and other terms
relating to the sale of such units by Licensee to third
parties shall be determined at Grantor's sole discretion.
22. Payment of Royalties
Licensee agrees to pay as a royalty for the benefit of Grantor five
percent of the gross income generated by the use of its own units during the
stated term.
23. Definition of Gross Income
For the purposes of Paragraph 22, above, "gross income" is defined as
all income generated from tipping fees at the input station and from the sale
of all products produced by each unit before deducting operating expenses and
taxes.
24. Reports and Records
24.1. Licensee shall submit to Licensee each month a true and
correct accounting providing a statement of total gross income
generated from each unit on forms provided by Grantor,
containing all information called for by such forms is and
certified to by Licensee.
24.2. Within sixty days after the close of Licensee's fiscal year,
Licensee shall furnish a statement, on forms provided by
Grantor, showing the total gross income for said preceding
fiscal year, as finally adjusted and reconciled after the
closing and review of Licensee's books and records for such
fiscal year. If such statement discloses that less gross
income was generated than what the system recorded and was
paid for such fiscal year, Licensee shall pay to Grantor at
the time of submitting such statement, the amount of any such
underpayment. Any overpayment shall be credited by Grantor to
Licensee's account.
24.3. Licensee shall maintain its books and records in such manner
as to clearly and accurately reflect the total gross income
generated by the various units. All books and records shall be
preserved for a period of not less than five years after the
close of the Licensee's fiscal year to which they relate.
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25. Grantor's Right to Inspect Instruments, Books and Records
All instruments, books and records maintained by Licensee relating to
operation of the various units shall be open at all reasonable times to
inspection and verification by Grantor, or any of its representatives. Grantor
shall be entitled at any time to have the Licensee's instruments, books and
records examined or audited at Grantor's expense, and the Licensee shall
cooperate fully with the party or parties making such examination or audit on
behalf of Grantor.
LICENSEE'S AGREEMENTS WITH
RESPECT TO OPERATION OF UNITS
26. General
The units are operated most efficiently and economically if they are
run twenty-four hours a day. In that connection, as much as is possible,
allowing reasonable "down-time" for turnarounds, other regular maintenance and
repairs, Licensee must require all units Licensee sells to be kept operating
around the clock throughout the year during the term of this Agreement, and
will at all times assure that all units are operated diligently so as to
maximize the revenues and profits therefrom.
27. Marketing
Notwithstanding that it is understood that some contracts for
utilization of the units will be provided by Grantor to Licensee, Licensee
shall at all times actively promote the use and sale of the units and will use
his best efforts to cultivate, develop, and expand the market therefore
whenever possible.
28. Maintenance and Inventory
Licensee agrees that Licensee at a times during the term of this
Agreement maintain an inventory of units, subject to reasonable business
standards and judgment, adequate to fulfill the public demand and to promptly
satisfy prospective customers seeking to purchase its units to recycle energy
and dispose of toxic wastes.
29. Managerial Responsibility
Licensee agrees that at all times during the term of this Agreement,
Licensee will assure that each operator of a unit:
29.1. Shall devote its/his full time and effort to the active
management and operation of their respective unit(s).
29.2. Shall reserve and exercise ultimate authority and
responsibility with respect to the management and operation of
their respective unit(s).
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30. Design and Appearance
Licensee acknowledges that the design and appearance of both the
exterior and interior of any building housing a unit is part of the system's
indicia, subject to modification from time to time by Grantor, and that it is
essential to the integrity of the system that as great a degree of uniformity
as possible be maintained among the various units. Therefor, Licensee agrees
that:
30.1. Licensee will not make any change, or allow any third party to
make any change, addition, or alteration of any kind to the
structural elements of the building housing a unit without the
prior written consent of Grantor.
30.2. Licensee will at Licensee's sole expense, or require any third
party to at his/its sole expense, maintain the interior and
exterior painting of the buildings at the sites where the
unit(s) may be located.
30.3. Licensee will follow, or require any third party to follow,
Grantor's reasonable instructions with respect to floor layout
and character of equipment layout and interior furnishing.
31. Site Maintenance
Licensee will maintain, or require any third party to maintain, its
respective premises in a clean, wholesome, attractive, and safe condition, and
will cause them to be kept in good maintenance and repair.
32. Standards of Operation
Licensee will at all times give, or require any third party to at all
times give, prompt, courteous, and efficient service to the public, will
perform, or cause to be performed, work competently and in a workmanlike manner,
and in all business dealings with members of the public, and Licensee will be
governed, or will require any third parties to be governed, by the highest
standards of honesty, integrity, fair dealing, and ethical conduct. Licensee
will do nothing, nor allow any party to do nothing, which would tend to
discredit, dishonor, reflect adversely upon, or in any manner injure the
reputation of Grantor or Licensee.
33. Advertising Materials
Licensee will not use, nor allow any third party to use, display,
publish, broadcast, or in any manner disseminate any advertising or promotional
material unless the same has first been approved by Grantor.
34. Insurance
34.1. Licensee and/or any of his customers, shall be responsible for
all loss or damage arising out of or relating to the operation
of the units or arising out of the acts or omissions
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or failure to act of the Licensee, or any of his customers,
agents, servants, or contractors in connection with the
rendering of service by Licensee and/or any of its customers,
and for all claims for damage to property or for injury or
death of any person or persons directly or indirectly
resulting therefrom.
34.2. Licensee agrees to indemnify, or cause any third party to
indemnify, and hold Grantor harmless from and against any and
all such claims, loss, and damage, described in subparagraph
34.1, above, including costs and reasonable attorney's fees.
34.3. Licensee shall obtain, or cause any third party to obtain, and
at all times during the term of this Agreement maintain in
force and pay the premiums for public liability insurance with
complete operations coverage. Limits of liability for bodily
injury shall be not less than $1,000,000.00 for each injury,
$5,000,000.00 for all injuries in each accident, and of not
less than $1,000,000.00 for property damage in each
occurrence. Such limits of liability shall be increased and
modified, or additional types of coverage shall be obtained by
Licensee or any of his customers at their sole cost and
expense at the direction of Grantor when reasonably required
by changed circumstances.
34.4. The policies of insurance referred to in subparagraph 34.3,
above, shall expressly insure both the Licensee, any of its
customers, and Grantor, and shall require the insurer to
defend both the Licensee and his customers and Grantor, in any
action based on personal injury or property damage suffered as
a result of or arising out of the occupancy or operation of a
unit. The Licensee shall furnish to Grantor a certified copy
or certificate with respect to each such policy, evidencing
coverage as set forth above. Such policies shall not be
canceled, amended, or modified except on ten day's prior
written notice to Grantor.
35. Financial Information
In addition to any other reports required of Licensee by this
Agreement, the Licensee shall submit to Grantor within ninety days after the
end of each fiscal year of Licensee copies of complete income tax returns or
complete audited financial statements in a form prescribed by Grantor,
including balance sheet, profit and loss statement, and statement of source and
disposition of funds.
36. Compliance With Laws
Licensee shall comply with all federal, state, county, municipal or
other statutes, laws, ordinances, regulations, rules, or orders of any
governmental or quasi-governmental entity, body, agency, commission, board, or
official applicable to the operation of any unit.
37. Compliance With Policies, Regulations, and Procedures
Licensee shall be required to develop and promulgate for itself and
all other Licensees, lawful and reasonable policies, regulations, and
procedures, in connection with the operation of any unit, including but not
limited to, standards, techniques, and procedures in the installation of
equipment or the rendering of services; selection, supervision, and training of
personnel; sales, advertising techniques, programs, and procedures, maintenance
programs and appearance of any and all sites and
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premises; and policies and procedures relating to payment, credit, accounting,
and financial reporting policies and procedures.
38. Right to Inspect Operating Site
Grantor, through its authorized representatives, shall have the right
at all reasonable times, to visit any permanent or temporary site where a unit
is being operating for the purpose of inspecting the equipment on hand,
inspecting the nature and quality of services rendered, examining and auditing
Licensee's instruments, books and records, and observing the manner and method
of operating the site.
TRANSFERABILITY
39. General
Except as set forth in Paragraphs 40 through 4 1, below, and subject
to all the terms and provisions thereof below, Licensee shall not make or
permit any assignment of this Agreement or of any rights or interests herein.
40. Transfer to Controlled Corporation
Licensee may at any time assign and transfer this Agreement to a
corporation organized and operated for the sole purpose of conducting the
business for which the Licensee is authorized and licensed hereunder, subject
to the following conditions:
40.1. Such assignment and transfer shall be evidenced by a written
instrument, satisfactory in form and substance to Grantor, in
which said corporation expressly assumes all obligations of
Licensee hereunder.
40.2. Licensee shall execute and deliver to Grantor a guaranty of
the payment of such corporation's debts to Grantor, if any.
40.3. Licensee shall remain bound and liable to Grantor, with
respect to all nonmonetary obligations of Licensee under this
agreement whether then accrued or thereafter arising.
41. Consent by Grantor to Transfer
41.1. Licensee shall not make any sale, assignment, or other
transfer of this Agreement, or any rights or interest herein
without first obtaining the consent of Grantor.
41.2. Licensee shall notify Grantor in writing of the proposed sale,
assignment, or transfer, setting forth in detail the nature of
the item or interest to be sold, assigned, transferred, the
name and address of the proposed purchaser, assignee, or
transferee, and the consideration, if any, therefor.
41.3. Subject to prior compliance with the provisions of Paragraph
40, above, Grantor shall consent to the proposed transaction
provided the following conditions are fulfilled:
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41.3.1. It is demonstrated to the reasonable satisfaction of Grantor
that the proposed purchaser, assignee, or transferee possesses
the business experience and capability, credit standing, and
financial resources necessary to successfully operate the
business in accordance with this Agreement.
41.3.2. The proposed purchaser, assignee, transferee, or person to
assume all the duties and responsibilities outlined in this
Agreement, is approved by Grantor, and successfully completes
the training course offered by Grantor.
41.3.3. Any sale, assignment, or transfer of this Agreement shall be
evidenced by a written instrument, in form and substance
reasonably satisfactory to Grantor, in which the purchaser,
assignee, or transferee expressly assumes all obligations of
Licensee hereunder, whether accrued at the time of such
assignment, sale or transfer, or arising thereafter, and
agrees to be bound by all the terms and provisions of this
Agreement to the same extent and in the same manner as the
Licensee.
42. Sale of Business-Right of First Refusal
42.1. In the event Licensee proposes to sell to any party other than
a controlled corporation the business operated pursuant to
this Agreement, Licensee must first submit to Grantor a copy
of any written offer made or received, or if none, a statement
in writing of all the terms of the proposed sale and identity
of the proposed purchaser.
42.2. Grantor shall have the irrevocable first right and option to
purchase the business on the same terms as stated in such
written offer or statement. Grantor may exercise such right
and option by notifying the Licensee in writing of its
election to exercise within fourteen days after Grantor
receives the written offer or statement.
42.3. If Grantor does not so notify Licensee within the fourteen-day
period, the sale to the third party may be consummated, but
only on the same terms and conditions as set forth in the
written offer or statement to Grantor, and only on the
Licensee's obtaining Grantor's consent.
43. Arbitration
In the event of any dispute from Grantor's failure or refusal to grant
consent to any sale, assignment, or transfer pursuant to provisions above, such
dispute shall be submitted to arbitration in accordance with the terms and
conditions below.
DEFAULT AND TERMINATION
44. Termination by Licensee
Licensee may terminate this Agreement at any time and without cause by
giving to Grantor written notice of such termination not less than thirty days
prior to the date of termination.
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45. Termination by Grantor
On the happening of any of the following events, Grantor may notify
the Licensee in writing of Licensee's default under this Agreement, stating
Licensee's obligation to cure the default, and itemizing the specific steps to
be taken by Licensee. On failure by Licensee to cure such default within thirty
days after receipt of such notice, Grantor may terminate this Agreement by
written notice of termination to be effective fifteen days after receipt
thereof.
45.1. Failure by Licensee to make any payments of money payable and
due to Grantor pursuant to this Agreement.
45.2. Failure by Licensee to submit to Grantor when due any reports
required pursuant to this Agreement.
45.3. Failure by Licensee to maintain and operate its operating
site(s) in accordance with good business practices.
45.4. Failure by Licensee to perform any obligations imposed on
Licensee by any provision of this Agreement.
45.5. Willful and material falsification by Licensee of any report,
statement, or other written data furnished to Licensee.
45.6. Willful and repeated deception of customers of Licensee
relative to the nature or quality of services rendered.
46. Arbitration
46.1. In the event Grantor gives Licensee any notice of default or
termination and Licensee disputes the right of Grantor to
terminate the Agreement or in the event of any dispute,
Licensee may make a written demand on Grantor, at any time
prior to or within ten days after Licensee's receipt of notice
of termination or the failure or refusal of Grantor to grant
consent as described in Paragraph 41, above. Such dispute
shall be submitted to arbitration in accordance with the rules
and procedures for commercial arbitration of the American
Arbitration Association or any successor organization, and in
accordance with and subject to all the provisions of the
Uniform Arbitration Act as in force in the State of Texas. The
place of arbitration shall be Houston, Texas.
46.2. The procedure for selection of the arbitrator shall be as may
be prescribed by said Association or its successor, provided,
however, that if said Association or a successor is not in
existence or does not provide such a procedures, then Grantor
and Licensee shall each select one arbitrator and said
arbitrators shall select a third.
46.3. The arbitrator or arbitrators shall have full power to
determine all issues of fact and of law necessary to determine
whether Grantor has the right to terminate the Agreement
pursuant to the notice or notices given, or what, if any,
remedy Licensee may be entitled to due to the failure of
refusal of Grantor as described in Paragraph 41, above, and
the determination of the arbitrators thereon shall be final
and conclusive, and binding on the parties hereto, subject
only to the provisions of the Uniform Arbitration Act. Any
such determination of an issue of fact or law made by the
arbitrators, however, shall be binding
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on the parties hereto only with respect to and in connection
with the particular arbitration proceeding and the specific
final decision or award of the arbitrators made therein, and
shall not be binding on the parties hereto for any other
purpose.
46.4. The cost of arbitration shall be taxed and borne as provided
in the Uniform Arbitration Act.
46.5. The serving of proper and timely demand for arbitration shall
suspend the running of any period for curing a default or
shall suspend the effectiveness of any termination of this
Agreement, as the case may be, until the decision or award of
the arbitrators is made.
47. Automatic Termination
The Agreement shall terminate immediately on the occurrence of any of
the following events, without the necessity of notice of any kind by either
party.
47.1. The termination of Licensee's right to possession of the
premises designated in Paragraph 2, above, subject, however,
to the provisions of Paragraph 48, below.
47.2. The adjudication of Licensee as a Debtor as that term is
defined in the federal Bankruptcy Code, 11 U.S.C., or the
filing of any petition by or against Licensee, under the
federal Bankruptcy Code or the laws of any state or territory
relating to relief of debtors, for reorganization,
arrangement, or other similar relief provided therein, unless
such petition filed against Licensee is dismissed within sixty
days.
47.3. The making by Licensee of a general assignment for the benefit
of creditors.
47.4. The appointment of any receiver, trustee, sequestrator, or
similar officer to take charge of Licensee's business, or any
attachment, execution, levy, seizure, or appropriation by any
legal process of Licensee's interest in this Agreement, unless
the appointment of such officer is vacated or discharged or
the effect of such legal process is otherwise released within
sixty days.
48. Relocation of Licensee's Offices
If Licensee's right to possession of the premises designated in
Paragraph 2, above, is terminated, prior to expiration of the terms of this
Agreement, and is without fault or affirmative action on the part of Licensee,
then, within ninety days after Licensee notifies Grantor that such termination
has occurred or will occur, Grantor shall propose to Licensee a new location
from which Licensee may maintain its offices for the remainder of the term of
this Agreement.
49. Obligations On and After Termination
On termination of this Agreement, whether by lapse of time, by
termination, by mutual consent of the parties, by operation of law, or in any
other manner, Licensee shall cease to be an official holder of the license to
any products or services of Grantor, and Licensee and all persons directly or
indirectly owning any interest in Licensee or in any way associated with or
related to Licensee shall:
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49.1. Promptly cause Licensee to pay sums owing from Licensee to
Grantor.
49.2. Immediately and permanently discontinue the use of any and all
of the patents, proprietary marks, the trade secrets, the
indicia, and the license of the units.
49.3. Immediately and permanently remove, destroy, or obliterate, at
Licensee's expense, all signs containing any of Grantor's
proprietary marks or indicia.
49.4. Promptly destroy or surrender to Grantor all stationery,
letterheads, forms, printed matter, promotional displays, and
advertising containing any of the patents, proprietary marks
or indicia of Grantor.
49.5. Immediately and permanently discontinue all advertising placed
by Licensee as an authorized license holder.
49.6. Sell to Grantor all or such part of any Grantor's unit(s) on
hand as of the date of termination as Grantor may request in
writing.
49.7. Thereafter refrain from doing anything tending to indicate
that Licensee is or was a license holder, or is or was in any
way associated with Grantor.
50. General Provisions Regarding Termination
50.1. Termination of this Agreement under any circumstances shall
not abrogate, impair, release, or extinguish any debt,
obligation, or liability of Licensee to Grantor which may have
accrued hereunder.
50.2. All covenants and agreements of Licensee which by their terms
or by reasonable implication are to be performed, in whole or
in part, after the termination of this Agreement, shall
survive such termination, including but not limited to,
Licensee's obligation to maintain the secrecy and
confidentiality of the patents and trade secrets.
MISCELLANEOUS PROVISIONS
51. Licensee Not Agent
The Agreement does not in any way create the relationship of principal
and agent between Grantor and Licensee, and in no circumstances shall the
Licensee be considered an agent of Grantor nor shall Grantor consider Licensee
an agent.
52. Non-Waiver
No failure by Grantor to take action on account of any default by
Licensee, whether in a single instance or repeatedly, shall constitute a waiver
of any such default or of the performance required of Licensee.
53. Invalidity
If any provision of this Agreement shall be invalid or unenforceable,
such provision shall be deemed modified in scope or application to the extent
necessary to render the same valid or shall be
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excised from this Agreement as the situation may require, and this Agreement
shall be construed and enforced as if such provision had been included herein
as so modified in scope or application or as if such provision had not been
included herein.
54. Notices
Any notice or demand given or made pursuant to the terms of the
Agreement shall be deemed to be properly given when deposited in the United
States mail, registered or certified, postage prepaid, addressed in the
following manner:
54.1. If given to Grantor, it shall be addressed to Grantor's
address stated above, or at such changed address as Grantor
may from time to time designate.
54.2. If given to Licensee, it shall be addressed to Licensee's
address stated above, or at such changed address as Licensee
may from time to time designate.
55. Entire Agreement
This written Agreement contains the entire agreement between the
parties. There are merged herein all prior and collateral representations,
promises, and conditions in connection with the subject matter hereof any
representation, promise, or condition not incorporated herein shall not be
binding on either party. Any matter not specifically granted by this Agreement,
is not available to Licensee without specific written consent and authorization
from Grantor.
56. Cost of Enforcement or Defense
In the event Grantor is required to employ legal counsel or to incur
other expense to enforce any obligation of Licensee under this Agreement, or to
defend against any claim, demand, action, or proceeding by reason of Licensee's
failure to perform any obligation imposed on Licensee by this Agreement, and
provided that legal action is filed by or against Grantor and such action or
its settlement establishes Licensee's default under this Agreement, Grantor
shall be entitled to recover from Licensee the amount of all reasonable
attorneys' fees of such counsel and all other expenses incurred in enforcing
such obligation or in defending against such claim, demand, action, or
proceeding.
57. Controlling Law
This Agreement, including all matters relating to its validity,
construction, performance, and enforcement, shall be governed by laws of the
State of Texas.
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Executed at Houston, Texas, on the day and year first written
M, Ltd.
/s/ XXXXX XXXX
------------------------------------
By: Xxxxx Xxxx, Attorney for M, Ltd.
ZEROS USA, INC.
/s/ XXXXX XXXXXX, XX.
------------------------------------
By: Xxxxx Xxxxxx, Xx., Secretary
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CURRENT ADDRESSES
M, Ltd.
43 Xxxxxxxxx
Nassau, Bahamas
ZEROS USA, Inc.
000 Xxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
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