EXHIBIT 10.2
CONTRACT AND LICENSE AGREEMENT BETWEEN THE
REGISTRANT AND ▇▇▇▇ ▇▇▇▇▇▇▇▇, DATED JULY 23, 2001
CONTRACT AND LICENSE AGREEMENT
▇▇▇▇ ▇▇▇▇▇▇▇▇
And
New Millennuim Media International, Inc.
THIS CONTRACT is made and entered into this 23rd day of July 2001 in Pinellas
County, Florida by and between ▇▇▇▇ ▇▇▇▇▇▇▇▇ (hereafter referred to as
"▇▇▇▇▇▇▇▇"), ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ #▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Tel:
▇▇▇-▇▇▇-▇▇▇▇, Fax: ▇▇▇-▇▇▇-▇▇▇▇, email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ and new Millennium
Media International, Inc. ((hereafter referred to as "NMMI"), ▇▇▇▇▇ ▇▇▇, ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, email:
▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇.
WHEREAS, ▇▇▇▇▇▇▇▇ is a talented scientist and inventor well studied in
engineering and electronics.
WHEREAS, ▇▇▇▇▇▇▇▇ represents that he has invented and is in the process of
developing an electronic LED video display device (referred to hereafter as
"OnScreen Large Scale Video Display" or by the initials "OSD") for which he will
make application for a provisional patent in the United States Patent and
Trademark Office and within the following year granted by this application appy
for U.S. and foreign patents as deemed desirable.
WHEREAS, "OSD" is a radical new type of LED video display technology that
provides greatly reduced cost, weight and volume when compared to past systems.
Additionally, "OSD" allows for the manufacture of electronic video displays with
greatly increased brightness and resolution.
WHEREAS, NMMI is willing to advance certain financial support to ▇▇▇▇▇▇▇▇ for
the development of the "OSD" in partial consideration for an exclusive license
in the patent for the manufacture, sale and marketing of direct view video
displays with angular dimension greater than 30 inches.
WITNESSETH
FOR AND IN CONSIDERATION of the promises, covenants and conditions contained
herein, the parties hereto intending to be legally bound, agree as follows:
1. RECITATIONS. The recitations as stated above, unless in direct
conflict with the covenants hereafter shall be included as a part of
this Agreement. In the event of any such direct conflict in terms,
then the terms hereafter of this Agreement shall govern.
2. DISCLOSURE. As the development of the "OSD" progresses ▇▇▇▇▇▇▇▇
shall make a full disclosure of the "OSD" to those employees and
agents of NMMI who shall be designated by NMMI as its
representatives. ▇▇▇▇▇▇▇▇ shall explain in full detail the structure
and operations of the "OSD" and shall answer to the best of his
ability all questions asked by NMMI's representatives. ▇▇▇▇▇▇▇▇
shall explain in full detail the structure and operations of the
"OSD" and shall answer to the best of his ability all questions
asked NMMI's representatives. ▇▇▇▇▇▇▇▇ shall submit to NMMI all
writings relating to the "OSD" and shall permit NMMI to copy those
writings. ▇▇▇▇▇▇▇▇ shall furnish upon request additional information
and reasonably assist NMMI's representatives to understand and
evaluate the novelty and utility of the "OSD". The contents of such
disclosure, explanation and writings are proprietary information and
such disclosure, explanation, and writings are given solely to
enable NMMI to evaluate the "OSD" and conduct patent and
infringement surveys if it so desires. All reasonable expenses
incurred by NMMI in furnishing the assistance and information
required under this paragraph shall be paid for by NMMI.
3. GRANT OF LICENSE. ▇▇▇▇▇▇▇▇ by these presents does hereby grant unto
NMMI full and exclusive license in and to the "OSD" as described
herein and all related patents as well as subsequent improvements,
updates and upgrades and related patents and applications for the
territory of the United States of America and for all foreign
countries. This grant of license hereby provides to NMMI the
exclusive right for the manufacture, use and sale of, in and to the
"OSD" for direct view video displays with angular dimension greater
than 30 inches. This license is valid for the entire patent term and
may be reordered in the United States Patent and Trademark Office
and such other domestic and/or foreign government office as
determined by NMMI to be in the best interest of NMMI. Further it is
acknowledged that ▇▇▇▇ ▇▇▇▇▇▇, President and CEO of NMMI is a
crucial and important element in the introduction, execution and
implementation of this agreement. If for any reason ▇▇▇▇ ▇▇▇▇▇▇ is
no longer employed with NMMI, it is a condition of this agreement
that he be involved to his satisfaction, with terms between NMMI and
himself to continue in this project.
4. ▇▇▇▇▇▇▇▇ REPRESENTATIONS AND WARRANTIES. ▇▇▇▇▇▇▇▇ represents and
warrants as follows:
(a) It is anticipated tha the "OSD" shall be in prototype form in
no more than 60 days from the date of receipt of the first
$50,000.00 payment from NMMI to ▇▇▇▇▇▇▇▇ and with the
condition that the second payment of $50,000.00 from NMMI to
▇▇▇▇▇▇▇▇ is received within 30 days of the first payment.
(b) ▇▇▇▇▇▇▇▇ is the sole, exclusive owner of all rights to the
"OSD" and that ▇▇▇▇▇▇▇▇ has the full right and authority to
grant this exclusive license for the manufacture, use and sale
of the "OSD". ▇▇▇▇▇▇▇▇ has executed no agreement in conflict
herewith and ▇▇▇▇▇▇▇▇ has not granted, nor shall he grant
during the term of this Agreement, to any other person, firm
or corporation any right, license, shop right or privilege in,
to or regarding the "OSD" other than as specifically provided
in this Agreement.
(c) To the best knowledge of ▇▇▇▇▇▇▇▇ no other device similar to
the "OSD" has been produced or developed and the "OSD" is
original to ▇▇▇▇▇▇▇▇ and patentable.
5. NMMI OBLIGATIONS. During the period of this Agreement NMMI shall
diligently pursue the funding, marketing, partnering, and licensing
of the "OSD" to provide for the development of useful and profitable
products. NMMI will receive and hold in confidence all information
and assistance required by this Agreement and take all reasonable
measures to prevent disclosure of confidential information of
others.
6. NMMI TERMINATION OBLIGATIONS. If, for any reason, this Agreement is
terminated prior to its natural expiration, the duties of NMMI shall
be as follows:
(a) NMMI shall return promptly all writings submitted by ▇▇▇▇▇▇▇▇
to NMMI.
(b) NMMI shall instruct its representatives to hold in confidence
all information received from ▇▇▇▇▇▇▇▇ until such information
is available to the public generally or to its competitors.
(c) NMMI shall not continue to license "OSD" technology or
products. (d) NMMI shall pay ▇▇▇▇▇▇▇▇ all monies owed under
the terms of this agreement.
(e) The proprietary information given to NMMI as provided for in
this Agreement will not be used by NMMI, embodied in any of
its products, or exploited in any way by NMMI. The term
"proprietary information" means information, whether written
or oral, identified as proprietary and not generally available
to the public. The term shall not include:
(i) Information, which at the time of disclosure, had been
previously published.
(ii) Information which is published after disclosure unless
such publication is a breach of this agreement.
(iii) Information which, prior to disclosure to NMMI, was
already in the possession of NMMI as evidence by written
records kept in the ordinary use course of business by
NMMI or by proof of actual use by NMMI.
(iv) Information which, subsequent to disclosure, is obtained
by NMMI from a third person who is lawfully in
possession of such information and not in violation of
any contractual, legal or fiduciary obligation to
▇▇▇▇▇▇▇▇ with respect to such information and does not
require NMMI to refrain from disclosing such information
to others.
7. ▇▇▇▇▇▇▇▇ TERMINATION OBLIGATIONS. If, for any reason, this Agreement
is terminated prior to its natural expiration, ▇▇▇▇▇▇▇▇ shall be
under no obligation to NMMI.
8. DESCRIPTION OF "OSD" TECHNOLOGY. The "OSD" is briefly described as
an array of light emitting diodes (LEDs) placed periodically on a
porous metal screen. The metal screen forms an X-Y grid of
electrical conductors to provide power for LED operation. In
addition, the screen serves to transfer heat from the LEDs to the
local environment via fluid flow thru and along the screen and may
act as a tensile structural element. The screen is composed of
dielectrically coated metal wires that act as electrical, thermal,
and structural conductors.
9. "OSD" COST SAVINGS TO LED INDUSTRY. It is anticipated "OSD" will
result in a cost savings to the LED industry in the following
manner:
(a) Manufacturing COSTS. Reel-to-reel processes (more akin to
printing) used to manufacture the screen and to place and bond
LEDs in "OSD" are innately less costly than the planar X-Y
processes used in past LED video displays.
(b) Material COSTS. "OSD" uses a woven metal wire screen instead
of the rigid planar printed circuit boards of past systems,
allowing great savings both in cost per pound and the fact
that much less weight of screen is required per unit area.
(c) Structure COSTS. "OSD" may be configured as a tensile
structure and tensile structures require much less material
than stiffness dependent structures.
(d) Storage, SHIPPING, HANDLING AND SETUP COSTS. OSD's lightweight
and ability to be rolled up offer significant saving in
storage, shipping, handling and setup.
(e) Life CYCLE COST. LED lifetime, brightness and efficiency
degrade with increasing LED junction temperature. "OSDs"
ability to dramatically reduce the junction to environment
thermal resistance means a lower junction temperature for any
given brightness thus allowing reduced operating cost and
increased durability.
10. ADDITIONAL ADVANTAGES AND CONVENIENCES OF "OSD". The following
characteristics and properties of "OSD" add to it's overall
advantages:
(a) Weight. "OSDs" weight per unit area is greatly reduced when
compared to past systems due in part to the weight difference
between screen and rigid circuit boards and in part to the
difference between packaged and bare LED die, but to a much
larger extent when configured as a tensile structure due to
the dramatic weight difference between tensile stiffness
dependent structures.
(b) Volume. "OSDs" volume is minimized by its reduced thickness
and also by its ability to be rolled up for storage, shipping
and handling.
(c) Resolution. "OSD" may have much higher resolution than past
systems due to its use of bare LEDs which have 1/30th the
projected area of a T1 3/4 (5mm) package and because of
greatly improved heat transport which allows for closer pixel
spacing without overheating.
(d) Brightness. "OSD" can provide greatly increased brightness by
closer pixel spacing and by a dramatically improved heat
transport scheme.
(e) "OSD" PRODUCTS. "OSD" products include fixed and mobile
large-scale video displays and large screen televisions for
commercial or residential use. An example of a completely new
product made possible by this technology is "Nightwatch".
(f) "NIGHTWATCH" Television screens are typically vertically
oriented to accommodate standing or sitting viewers. But we
also like to watch television while in bed and supine would be
best accommodated by a ceiling mounted horizontally oriented
video display. The weight and depth of conventional
televisions makes this a difficult proposition. "OSD" makes
this a compelling product to develop.
11. PROOF OF CONCEPT DEVELOPMENT PROGRAM. NMMI will provide funding for
a 60-day program to develop a proof-of-concept prototype "OSD" video
display. ▇▇▇▇▇▇▇▇ will manufacture a prototype array at least 2
inches by 2 inches in size with a minimum of 50 pixels per square
inch with each pixel containing 1 red, 1 green, and 1 blue light
emitting diode. The display will be configured to allow mating to an
existing video display control systems. In addition, ▇▇▇▇▇▇▇▇ will
file a provisional U.S. patent application for the "OSD" technology
during the course of the development program.
12. FUNDING. In consideration for the privileges and obligations of this
agreement and for the development of a proof-of-concept
demonstrator, NMMI agrees to pay to ▇▇▇▇▇▇▇▇ the sum of one hundred
thousand dollars ($100,000) as follows:
(a) $50,000 at start of the project and (b) $50,000 30 days
thereafter. This payment shall not reduce or affect the
payments due to ▇▇▇▇▇▇▇▇ under the license agreement referred
to in Paragraph 15.
13. INTELLECTUAL PROPERTY MONOPOLIES. ▇▇▇▇▇▇▇▇ will be responsible for
securing intellectual property monopolies including provisional
patent applications, utility patent applications, copyrights and
trademarks in the United States and other nations as agreed upon
between NMMI and ▇▇▇▇▇▇▇▇ (hereafter referred to as "Patent
Rights"). These costs are to be borne by NMMI and charged against
revenues accruing from "OSD" technology before distribution of funds
to NMMI and ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ will receive $200/hour for these
efforts. After the initial ten hours, ▇▇▇▇▇▇▇▇ shall first get
pre-approval from BMMI before devoting any additional time to
securing Patent Rights.
14. LICENSE. ▇▇▇▇▇▇▇▇ grants to NMMI the exclusive license in "OSD"
technology for direct view LED video displays with the diagonal
measurement greater than 30 inches for all purposes, including, but
not limited to, the funding, marketing, partnering and sub-licensing
of the "OSD" to provide for the development of useful and profitable
products.
15. REVENUE DISTRIBUTION. Revenues accruing to NMMI from "OSD"
technology will be distributed as follows: 75% to NMMI and 25% to
▇▇▇▇▇▇▇▇ with a minimum due ▇▇▇▇▇▇▇▇ of $50,000.00 during the first
year of the contract and $100,000.00 for the second year of the
contract and $250,000.00 each year thereafter. Monies due ▇▇▇▇▇▇▇▇
are to be paid quarterly within 30 days of the end of quarter,
starting after prototype is completed. NMMI grants to ▇▇▇▇▇▇▇▇ or
his agents or assigns reasonable access to its business records for
the purpose of determining relationships and revenues related to
"OSD".
16. DEFAULT. NMMI will be in default of this agreement if it fails to
pay ▇▇▇▇▇▇▇▇ monies owed in accordance with this agreement within 30
days of their due date. ▇▇▇▇▇▇▇▇ then has the right to rescind the
agreement and/or to enter into agreements with other parties.
17. GENERAL PROVISIONS.
(a) The laws of the State of Florida shall govern this Agreement.
This Agreement represents the entire Agreement between the
parties with respect to this subject and may be modified or
amended only in writing and signed by all parties.
(b) Any notice, demand or request required or permitted to be
given by the parties hereto pursuant to the terms of this
Agreement shall be in writing and shall be deemed given when
delivered personally or deposited in the U.S. mail, First
Class with postage prepaid and addressed to the parties at the
addresses of the parties et forth herein or such other address
as a part may notify the others in writing.
(c) The rights and obligations of the parties to this Agreement
may only be assigned with the prior written consent of the
other party to this Agreement.
(d) Any party's failure to enforce any provision or provisions of
this Agreement shall not in any way be construed as a waiver
of any such provision or provisions, nor prevent that party
thereafter from enforcing each and every other provision of
this Agreement. The rights granted both parties herein are
cumulative and shall not constitute a waiver of any party's
right to assert all other legal remedies available to such
party under the circumstances.
(e) Each of the parties to this Agreement aggress upon request to
execute any further documents or instruments necessary or
desirable to carry out the purpose or intent of this
Agreement.
(f) This Agreement may be executed in separate counterparts, each
of which is deemed to be an original and all of which taken
together constitute one and the same agreement.
(g) Except as otherwise provided herein, this Agreement shall bind
and inure to the benefit of and be enforceable by the parties
and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
as stated below.
New Millennium Media International, Inc.
By _______________________________ Dated this 23rd day of July 2001
▇▇▇▇ "JT" Thatch, President/CEO
▇▇▇▇ ▇▇▇▇▇▇▇▇, individually
______________________________ Dated this 23rd day of July 2001
▇▇▇▇ ▇▇▇▇▇▇▇▇
