EXHIBIT 6.1
TECHNOLOGY LICENSE AGREEMENT
WITH SPACE GLOBE TECHNOLOGIES,LTD.
TECHNOLOGY LICENSE AGREEMENT
This Technology License Agreement (this "Agreement") is entered into as
of July 5, 2001 (the "Effective Date"), by and between SPACE GLOBE TECHNOLOGIES
LTD., a British Columbia, Canada, corporation having its principal place of
business at 000-0000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
("LICENSOR"), and XXXXXXX GROUP, INC., a Nevada corporation having its principal
place of business at Portland, Oregon ("LICENSEE").
RECITALS
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A. Licensor has developed and owns certain proprietary technology with
respect to the techniques and know-how related to power cells. The proprietary
technology and know-how is described in the attached EXHIBIT A.
B. Licensor desires to grant, and Licensee desires to accept, a license
to use, make, incorporate and market the proprietary technology and know-how on
the terms and conditions of this Agreement.
AGREEMENT
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NOW, THEREFORE, in consideration of the covenants and conditions
contained herein the parties agree as follows:
1. DEFINITIONS
1.1 "AFFILIATE" means an entity controlling, controlled by, or under
common control with Lincensee. For purposes of this definition, "control" or any
correlative form thereof, means the ownership of more than fifty percent of the
voting stock of such entity, or if such entity is not a corporation, the ability
to control the day-to-day operations and business of such entity.
1.2 "LICENSOR TECHNOLOGY" shall mean all of Licensor's trade secrets and
proprietary processes, techniques and know-how regarding the technology
described in the drawings and other descriptions identified on the attached
EXHIBIT A, which shall be considered Confidential Information as described
herein. For purposes of this Agreement, the Licensor's technology shall be
construed in the broadest context possible to include any and all inventions,
ideas, concepts, drawings, know-how, expertise, technology, programs and
information relative to the technology described in attached EXHIBIT A, which
are now or here after discovered, licensed, owned, or held by Licensor.
1.3 "CONFIDENTIAL INFORMATION" means any information disclosed by one
party to the other pursuant to this Agreement which is in written, graphic,
machine-readable or other tangible form. Confidential Information may also
include oral information disclosed by one party to the other pursuant to this
Agreement, provided that such information is designated as confidential at the
time of disclosure or is reduced to a written summary by the disclosing party
and delivered to the receiving party within 30 days after its oral disclosure.
Oral information disclosed prior to the execution of this Agreement by one party
to the other must be reduced to a written summary within 90 days of the
execution of this Agreement in order to be considered confidential. All
technical and confidential information exchanged prior to the Effective Date
will be subject to the terms Section 11 after the Effective Date.
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1.4 "DISTRIBUTOR" means an Affiliate, or third party distributor or
reseller, appointed by Licensee under the terms of this Agreement, who acquires
Licensee Products from Licensee solely for the purpose of distributing such
Licensee Products to Licensee's customers, and not for such entity's internal
business purposes.
1.5 "LICENSE FEE" means the license fees, to be paid in installments by
Licensee, as set forth in Section 5.
1.6 "LICENSEE PRODUCTS" means any power cell system designed,
manufactured or sold by Licensee which incorporates, in whole or in part, the
Licensor Technology and/or any Inventions (defined below).
1.7 "NEW LICENSEE IP" means any new technology, invention, idea,
improvement, modification or development, and any related information and
documentation developed by Licensee using the Licensor Technology to create
products for marketing and sale.
1.8 "NEW LICENSOR IP" means any new technology, invention, idea,
improvement, modification or development, and any related information and
documentation developed by Licensor using the Licensor Technology to help
Licensee create products for marketing and sale.
2. GRANT OF LICENSES.
2.1 LICENSE TO LICENSE. Subject to the terms and conditions of this
Agreement, Licensor hereby grants to Licensee a nonexclusive, nontransferable,
worldwide license to manufacture, use and sell the Licensor as now or hereafter
incorporated into Licensee Products.
2.2 SUBLICENSE. Licensor grants to Licensee the right to appoint
Distributors to distribute the manufactured Licensor Technology, as incorporated
into Licensee Products to End-Users. All Distributors appointed by Licensee
shall execute and be subject to a Distribution Agreement, with terms no less
protective of Licensor than this Agreement, prior to distributing any Licensee
Products. Licensee will use commercially reasonable efforts to ensure that such
Distibutors comply with the terms of their respective Distribution Agreements
and will inform Licensor promptly of any known violation, infringement or
breach.
3. OBLIGATIONS OF THE PARTIES
3.1 UPDATES, ENHANCEMENTS. Licensor will provide to Licensee, at no
cost, any revisions, modifications or enhancements to the Licensor Technology
licensed hereunder and any relevant documentation created or made by either
party following delivery of the Licensor Technology.
3.2 PROMOTION EFFORTS. Both parties agree to use commercially reasonable
efforts to promote the other party and its products and services.
4. OWNERSHIP. Licensor shall own all right, title and interest in and to
the Licensor Technology, the New Licensor IP. Licensee shall own all right,
title and interest in and to the New Licensee IP. Each party shall retain
ownership of all of its respective previously developed technology and
Confidential Information. Any information or documentation relating to either
the New Licensee IP or the New Licensor IP, regardless of whether in tangible or
intangible form, shall be subject to the provisions of
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Sections 8.4 and 11 below. Except for the rights and licenses expressly granted
in this Agreement, no other licenses or rights are granted by the parties by
implication or otherwise.
5. FEES. As full and complete consideration for the license, covenants, and
all other rights granted by Licensor to Licensee hereunder, Licensee shall pay a
License Fee of FIFTY THOUSAND DOLLARS US FUNDS (US $50,000.00) AND FIVE MILLION
COMMON SHARES OF XXXXXXX GROUP, INC..
In addition, Licensee shall pay to Licensor a ROYALTY OF THREE PERCENT (3%) OF
ALL GROSS SALES of the technology, as described in Exhibit A, and to additional
new technologies generated by this license as well.
6. TAXES. Licensee shall pay any sales, use, excise, import or export,
value-added, or similar tax or duty, and any other tax or duty not based on
Licensee's net income as well as all applicable government permit fees, license
fees, export fees, custom fees or similar fees in connection with this
Agreement.
7. INDEMNIFICATION AND ENFORCEMENT.
7.1 INDEMNIFICATION BY LICENSOR. Licensor agrees that it shall, at its
own expense, defend, indemnify and hold harmless Licensee for any liability,
damage, cost, claim, or expense (including attorneys' fees) of any kind (the
"Damages") incurred by Licensee in any action, suit, claim or proceeding
(collectively, an "Action") brought against Licensee alleging that the Licensor
Technology provided pursuant to this Agreement infringes any copyrights or other
proprietary rights of any third party, provided that Licensor is promptly
notified, rendered reasonable assistance by Licensee as may be requested by
Licensor at Licensor's expense, and is permitted to direct the defense or
settlement negotiations for such Action. For any Action which is based on the
integration or combination of the Licensor Technology and Licensee Products,
each party will be responsible for its proportionate share of such Damages based
on the extent its technology is responsible for the infringement.
7.2 INDEMNIFICATION BY LICENSEE. Licensee agrees that it shall, at its
own expense, defend, indemnify and hold harmless Licensor for any Damages
incurred by Licensor in any Action brought against Licensor alleging that the
Licensee Products described in this Agreement, excluding the Licensor
Technology, infringes any patents, copyrights or other proprietary rights of any
third party, provided that Licensee is promptly notified, rendered reasonable
assistance by Licensor as may be requested by Licensee at Licensee's expense,
and is permitted to direct the defense or settlement negotiations for such
Action. For any Action which is based on the integration or combination of the
Licensor Technology and Licensee Products, each party will be responsible for
its proportionate share of such Damages based on the extent its technology is
responsible for the infringement.
8. TERM AND TERMINATION.
8.1 TERM. This Agreement shall commence on the Effective Date, and
shall continue thereafter for a period of FIVE (5) YEARS.
8.2 TERMINATION FOR CONVENIENCE. Either party may terminate this
Agreement for just cause by giving the other party at least 90 days prior
written notice of its election to terminate the Agreement.
8.3 TERMINATION FOR BREACH. This Agreement may be terminated by either
party (the "Terminating Party") upon the material breach of the other party (the
"Breaching Party"), which material
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breach has remained uncured for a period of 30 days after the delivery by the
Terminating Party of written notice describing such material breach to the
Breaching Party.
8.4 EFFECT OF TERMINATION. Upon termination of this Agreement for any
reason, (i) the rights and licenses granted to either party pursuant to this
Agreement shall automatically terminate; (ii) Licensee shall cease use,
manufacture or incorporation of the Licensor Technology and/or Inventions into
Licensee Products; and (iii) Licensee shall immediately return and surrender the
Licensor Technology and Inventions, and all copies and embodiments thereof, to
Licensor; provided, however, that notwithstanding provisions (i), (ii) and (iii)
above, Licensee shall be permitted to distribute Licensee Products that are
already manufactured at the time of termination. In the event of termination of
this Agreement for cause due to licensee's material breach pursuant to Section
8.3 above, Licensee agrees that none of the fees paid to Licensor will be
refunded and that Licensor will be under no obligation to provide the discounts
described under Section 5 above.
9. WARRANTY. LICENSOR WARRANTS THAT IT IS THE OWNER OF ALL RIGHTS TO THE
LICENSOR TECHNOLOGY NECESSARY TO GRANT THE LICENSE SET FORTH IN SECTION 2
HEREOF. ALL MATERIALS FURNISHED UNDER THIS AGREEMENT ARE PROVIDED STRICTLY "AS
IS" AND LICENSOR DOES NOT MAKE ANY ADDITIONAL WARRANTIES, EXPRESSED OR IMPLIED,
ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, STATUTORY OR OTHERWISE AS TO
THE LICENSOR TECHNOLOGY OR OTHER MATERIALS FURNISHED UNDER THIS AGREEMENT. IN
PARTICULAR, ANY AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED.
10. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE
OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING
BUT NOT LIMITED TO, LOST PROFITS OR LOST DATA, HOWEVER ARISING, EVEN IF IT HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY SIMILAR CLAIM BY ANY
OTHER PARTY. EXCEPT FOR THE PARTIES' OBLIGATIONS UNDER SECTION 7
("INDEMNIFICATION"), AND ANY DAMAGES OR LOSSES ARISING FROM ANY BREACH OF
SECTION 2 ("GRANT OF LICENSES"). EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE
OTHER PARTY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AGGREGATE AMOUNT PAID BY
LICENSEE TO LICENSOR UNDER THIS AGREEMENT. THE PARTIES AGREE TO THE ALLOCATION
OF LIABILITY RISK, WHICH IS SET FORTH IN THIS SECTION.
11. CONFIDENTIALITY.
11.1 GENERAL. Each party will: (i) treat as confidential all
Confidential Information of the other party; (ii) not use such Confidential
Information except as expressly set forth herein or otherwise authorized in
writing; (iii) implement reasonable procedures to prohibit the disclosure,
unauthorized duplication, misuse or removal of the other party's Confidential
Information; and (iv) not disclose such Confidential Information to any third
party except as may be necessary and required in connection with the rights and
obligations of such party under this Agreement. Notwithstanding the foregoing,
Licensee shall have the right to make disclosures of the Confidential
Information and Inventions on a strict "need-to-know" basis to Licensee's
employees and, with Licensor's prior written permission, Licensee's prospective
suppliers, contractors, or manufacturers, to whom such disclosure is necessary
for the performance of this Agreement; provided that Licensee shall first obtain
from each supplier, contractor, or manufacturer and their respective employees
confidentiality agreements with respect to the Confidential Information to be
disclosed.
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Licensee shall promptly deliver such confidentiality agreements to Licensor upon
Licensor's reasonable request. Without limiting the foregoing, each of the
parties will use at least the same procedures and degree of care which it uses
to prevent the disclosure of its own confidential information of like importance
to prevent the disclosure of Confidential Information disclosed to it by the
other party under this Agreement, but in no event less than reasonable care.
This obligation shall apply during the term of this Agreement and shall survive
the termination of this Agreement.
11.2 EXCLUSIONS. Notwithstanding the above, neither party will have
liability to the other with regard to any Confidential Information of the other
which:
(a) was generally known and available in the public domain at the
time it was disclosed or becomes generally known and available in the public
domain through no fault of the receiver;
(b) was known to the receiver at the time of disclosure as shown
by the files of the receiver in existence at the time of disclosure;
(c) is disclosed with the prior written approval of the
discloser;
(d) was independently developed by the receiver without any use
of the Confidential Information and by employees or other agents of the receiver
who have not been exposed to the Confidential Information, provided that the
receiver can demonstrate such independent development by documented evidence
prepared contemporaneously with such independent development;
(e) becomes known to the receiver from a source other than the
discloser without breach of this Agreement by the receiver and otherwise not in
violation of the discloser's rights; or
(f) is disclosed pursuant to the order or requirement of a court,
administrative agency, or other governmental body, provided, that the receiver
will provide prompt, advanced notice thereof to enable the discloser to seek a
protective order or otherwise prevent such disclosure.
11.3 REMEDIES. The parties acknowledge that the Confidential
Information is of a special and unique character, which gives it peculiar value
and that consequently any wrongful use or disclosure of the Confidential
Information will cause injury not readily measurable in monetary damages, and
therefore irreparable. Accordingly, if either party breaches any of its
obligations with respect to confidentiality and unauthorized use of Confidential
Information hereunder, the other party will be entitled to equitable relief to
protect its interest therein, including but not limited to injunctive relief, as
well as money damages.
12. GENERAL.
12.1 GOVERNING LAW. This Agreement will be governed by and construed
and interpreted in accordance with the internal laws of the State of Oregon,
excluding that body of law applicable to conflict of laws.
12.2 WAIVER AND AMENDMENT. No waiver, amendment or modification of any
provision hereof or of any right or remedy hereunder will be effective unless
made in writing and signed by the party against whom such waiver, amendment or
modification is sought to be enforced and this Agreement may only be amended by
a writing signed by both parties. No failure by any party to exercise, and no
delay by any party in exercising, any right, power or remedy with respect to the
obligations secured hereby will operate as a waiver of any such right, power or
remedy.
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12.3 ASSIGNMENT. Neither this Agreement nor any right or obligation
hereunder may be assigned or delegated by either party without the express prior
written consent of the other party or its successors (which consent will not be
unreasonably withheld), except for an assignment by either party to another
entity acquiring such party through direct acquisition, merger or similar
transaction, and which entity has expressly agreed to assume all rights and
obligations of such acquired party hereunder, and any purported assignment in
derogation of the foregoing shall be without any effect.
12.4 SURVIVAL. In the event of any termination of this Agreement, the
provisions of Sections 4, 6,7,8.4,9, 10, 11 and 12 shall survive, and shall
continue to bind the parties.
12.5 SUCCESSORS AND ASSIGNS. This Agreement will be binding upon and
inure to the benefit of the successors and the permitted assigns of the
respective parties hereto.
12.6 FURTHER ASSURANCES. The parties agree to execute and deliver any
such other further documents and perform any such actions, at the other party's
request, as each may reasonably request to further evidence or confirm the
rights of each party and any sub Licensees or transferees under this Agreement.
12.7 NOTICES. All notices required by or permitted under this Agreement
shall be in writing and shall be deemed given as of the day personally
delivered, sent by telecopy or other electronic means, or deposited in the U.s.
mail, postage pre-paid, certified or registered, return receipt requested, each
such delivery method delivered, sent or addressed as follows, or at such other
address or numbers as properly designated from time to time:
Licensor: 000-0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
Attn: Xxxx Xxxxxxx
Fax: 000 000 0000
Licensee: c/o White and Xxx, LLP
000 Xxxxxxxxx Xxxxxxxx, Xxxxx 0000
Xxxxxxxx, Xxxxxx 00000
Attn:Xxxxxxx Xxxxxx
Fax: 000 000 0000
12.8 ENTIRE AGREEMENT. This Agreement and the accompanying Exhibits
constitute the entire understanding and agreement of the parties hereto with
respect to the subject matter hereof and supersede all prior agreements or
understandings, written or oral, between the parties hereto with respect to the
subject matter hereof.
12.9 SEVERABILITY. If any provision of this Agreement is declared by a
court of competent jurisdiction to be invalid, void, or unenforceable, such
provision will be enforced to the maximum extent possible and the remaining
provisions of this Agreement will continue in full force and effect to the
maximum extent permissible without being impaired or invalidated in any way.
12.10 ATTORNEY FEES. If any claim or controversy arises between the
parties hereto relating to this Agreement, or the breach of this Agreement and
any action is taken by one party hereto against the
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other party hereto, the prevailing party in such action will be entitled to
recover from the other the costs and expenses, including reasonable fees of
attorneys, accountants and other professionals, incurred in taking or defending
such action of such prevailing party.
12.11 FULL POWER. Each party warrants that it has full power to enter
into and perform this Agreement, and the person signing this Agreement on each
party's behalf has been duly authorized and empowered to enter into this
Agreement.
12.12 RELATIONSHIP OF THE PARTIES. The relationship of the parties
hereto is one of contract only, and in no event shall the parties be construed
as partners, joint venturers, agents or principals of each other.
12.13 COUNTERPARTS. This Agreement may be executed simultaneously in
two or more counterparts, each of which will be considered an original, but all
of which together will constitute one and the same instrument.
12.14 HEADINGS. The headings used in this Agreement are for convenience
only and shall not be considered part of the Agreement.
12.15 ENGLISH VERSION. The English language version of this Agreement
shall control.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers or representatives as of the date fIrst
written above.
SPACE GLOBE TECHNOLOGIES LTD. XXXXXXX GROUP, INC.
(LICENSOR) (LICENSEE)
By: /s/ XXXX XXXXXXX By: /s/ XXXX XXXXXXX
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Name: Xxxx Xxxxxxx Name: Xxxx Xxxxxxx
Title: President Title: President
WITNESS TO BOTH SIGNATURES:
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/s/ X. XXXXXXXXX
---------------------------------
Signature
X. XXXXXXXXX
---------------------------------
Printed Name
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EXHIBIT A
LICENSOR TECHNOLOGY
Patent to be applied for relating to technology described as follows:
Drawing # ME-801 (see attached Exhibit A-I).
Electric motor generator (Box) device for internal and external electrical
applications. The device is expected to be able to provide internal power
electrical needs of homes and offices on a small scale (e.g. lamps and small
appliances).
For external applications, the device is expected to act as a small electric
generator.
The source of energy for the device is stored in capacitors and an internal
battery. The device has an emergency power back up electric plug in case of
depletion of the power source.
The size of the device is similar to a microwave.
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EXHIBIT X-0
XXXXXXX # XX-000
(DRAWING ATTACHED)
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The form of the list and the description is illustrated by the following:
"In drawings which illustrate embodiments of the invention,
Figure 1 is the main electrical device (Box).
Figure 1, inside the embodiment electric motor generator 2 which acts as the
electrical source of power to operate Figure 1.Figure 1 embodiment ,3control
system for generator which operates the control chips for the embodiment. Figure
1 embodiment, 4, on/off switch of the electrical device. Figure 1 embodiment, 5,
electrical outlets for power cords for operating small electrical
appliances,lamps,e.g.,on a small scale. Figure 1 embodiment,6/7/8/ are
electrical storage of electricIty in capacitors(capacitors are devices that
store electricity) which the electricity is created by within, Figure 1 ,2 of
the embodiment.Figure 1 embodiment, 9 is a battery, and source for starting 2(,6
to 12 volts)and storage of electricity for the embodiment in Figure l. Figure 1
embodiment, 10 is for,if power depletes in Figure 1 embodiment,1O and 6/7/8 it
can be plugged into a electrical wall plug in (e.g.electrical source) to
electrical charge enough for starting 2 in Figure 1 embodiment. Figure 1
embodiment, 11/12/14/15/16/17/18/19 are electrical connectors in the workings
of the ENERGY FLOW DIAGRAM OF THE ELECTRIC POWER GENERATOR, 20 is only a line of
no meaning.
Figure 2 embodiment Electric Magnetic Generator Motor.
Figure 2 embodiment, 1&2 are the outer housings of the motor assembly which
holds the motor together.Figure 2 embodiment, 3 is a part of the field windings
as well as 4/5/6/7/8,and are connected to Figure 3 in Figure 1 embodiment.Which
this electric generator is a rotating machine that supplies an electrical output
with unidirectional voltage and current.
Figure 3 embodiment TYICAL POWER CELL.
Figure 3 embodiment, 1&2 are the main finished product,they vary in size 16
inches/16 inches/12 inches.Figure 3 embodiment, 3 these (TYICAL POWER CELL BOX
DEVICES) have power control settings, expected up to 110 volts. Figure 3
embodiment,4&5 are power plug-ins.
Figure 1 embodiment,
The technology of components can be sourced for the manufacture of this POWER
CELL DEVICE.
Patent Applied For.
Sent into Canadian Patent Office.
DRAWING No. ME-801 Attached.
Date August 31/2001
Xxxx X. Xxxxxxx.
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