EXHIBIT 10.1
EXCLUSIVE PATENTS LICENSE
THIS LICENSE AGREEMENT made and entered into this 8th day of June 2000 by
and between P.D.C. Innovative Industries, a Nevada Corporation ("LICENSEE") and
Xxxxx Xxxxxx, an Individual ("XXXXXX").
WHEREAS, XXXXXX, is the owner of the following Patents and pending Patents,
as more fully described on Exhibit A hereto and incorporated herein,
collectively referred to as the "Patents:
1. HYPO STERILE 2000, a device used to dispose of contaminated hypodermic
syringes and other intrusive medical instrument at the site of use.
2. POCKET PITCH DIAL LEVEL, a level with an adjustable center level dial
and bulb, 4" fixed length and weighs 6 ounces.
3. THE POCKET LEVEL, a level with a fixed center level bulb, 4" fixed
length and weighs 3 ounces
4. THE 18" DIAL LEVEL, a level with a fixed center level dial and bulb,
18" collapsed length that extends to 24" and 30", weighs 40 ounces.
5. THE 18" STANDARD LEVEL, a level with an adjustable center level dial
and bulb, 18" collapsed length that extends to 24" and 30", weighs 26
ounces.
6. THE SQUARING LEVEL, similar in appearance to a traditional framing
square, 90 degree arms extend to 12" and can be extended to 12" x 18"
and 18" x 18" squaring levels on both ends, 45 degree squaring level
at arm joint, weighs 32 ounces,
7. THE PERFECT SEAL, an innovative heat/cool air conserving door seal.
8. THE FLUSH XXXXX, a water saving valve for toilet tanks -
WHEREAS, LICENSEE researches, develops, manufacturers and distributes
innovative products for the construction and healthcare industries.
WHEREAS, XXXXXX wishes to grant and LICENSEE wishes to obtain an exclusive
License for the use of the Patents.
WHEREAS, XXXXXX and LICENSEE wish to enter into a formal, written licensing
agreement granting LICENSEE the exclusive License to use the Patents, upon the
terms and conditions contained herein.
NOW THEREFORE, the parties hereto in consideration of $10.00 and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and the promises and covenants contained herein, agree as follows:
1. GRANT. XXXXXX grants to LICENSEE the exclusive right to modify,
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customize, maintain, incorporate, manufacture, sell, and otherwise utilize and
practice the above stated Patents, all improvements thereto and all technology
related to the process, throughout the world. This license shall apply to any
extension or re-issue of the Patents.
2. TERM. This License shall be for the life of the Patents and any
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renewal thereof, subject to termination as provided for herein.
3. CONSIDERATION.
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(a) Common Stock As consideration for the License granted hereunder
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LICENSEE shall issue to XXXXXX, 12,000,000 shares of the LICENSEE'S Common Stock
(the "Shares"). The Shares shall be valued at fair market value as of the date
of this Agreement,
(b) Protection Against Dilution. Upon the occurrence of any stock
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dividend, stock split, combination or exchange of shares, reclassification or
recapitalization of the Company's common stock, reorganization of the Company,
consolidation with or merger into or sale or conveyance of all or substantially
all of the Company's assets to another corporation or any other similar event
which serves to decrease the number of Shares issued pursuant to this Agreement
(the "Event"), XXXXXX shall receive, as additional consideration, that number of
shares equal to the difference between the 12,000,000 Shares issued hereunder
and the number of Shares XXXXXX has remaining subsequent to the event.
(c) In addition, the LICENSEE shall pay to XXXXXX a royalty based upon
the net selling price of all products and goods in which the Patents is used,
before taxes and after deducting the direct cost of the product and commissions
or discounts paid (the "Royalty"). The Royalty shall be as follows:
GROSS SALES PERCENTAGE
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$0 to $1,999,999 in gross sales 10%
$2,000,000 to $3,999,999 in gross sales 9%
$4,000,000 to $6,999,999 in gross sales 8%
$7,000,000 to $9,999,999 in gross sales 7%
Greater than $10,000,000 in gross sales 6%
For purposes of this paragraph, Net Sales shall mean the dollar amount earned
from the sale by the Company, both international and domestic, before taxes
minus the cost of the goods sold and commissions or discounts paid.
(1) In the event that such products are used by the LICENSEE directly,
or are disposed of in another manner than sale, the royalty shall be
calculated on the customary price for similar goods. In the event that any
products made under the license are sold to a corporation, which is
controlled by or is a subsidiary of LICENSEE, the royalty shall be
determined by the re-sale price.
(2) Beginning the second year of this Agreement the minimum annual
Royalty shall be $250,000. In the event that the minimum is not paid in the
first three quarterly payments in each year, sufficient funds shall be paid
in the final quarter's payment. Sums shall not carry over from year to
year.
(3) Royalties shall be paid on a quarterly basis, with a report of
sales and payment due no later than 15 days after the end of the quarter.
LICENSEE shall permit XXXXXX, and XXXXXX' agents reasonable access to any
and all of the records of LICENSEE related to the use of the Patents and to
Royalties. Such accountings shall be deemed final if LICENSEE receives no
objection or request for audit within 1 year following receipt of such
accounting. In the event of a dispute, the parties shall appoint a
disinterested certified public accountant to conduct an audit. Each party
may present argument or materials to the certified public accountant. The
decision of the certified public accountant shall be final and may be
entered as a judgment in any court with jurisdiction. The prevailing party
shall pay the cost of the audit. In the event that the parties cannot agree
on a disinterested certified public accountant, each party shall appoint a
certified public accountant and the two shall appoint a third certified
public accountant, and the majority of those persons shall appoint the
single disinterested Certified Public Accountant. The expense of the panel
of appointment shall be borne by each party equally. Interest at the
highest legal rate shall accrue on any unpaid royalties.
5. IMPROVEMENTS. In the event of any improvement of the Patents, XXXXXX
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shall disclose these improvements to the LICENSEE, and the LICENSEE shall have
the right to use and practice the improvements.
6. ASSISTANCE. XXXXXX shall provide reasonable cooperation and
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assistance to LICENSEE as to the practice and use of the Patents.
7. ACKNOWLEDGEMENTS
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(a) LICENSEE acknowledges and agrees that XXXXXX is the sole owner of
the Patents and all proprietary information in connection with the Patents and
that such information constitutes trade secrets of XXXXXX', which are revealed
to the LICENSEE in confidence and that no right is given to or acquired by the
LICENSEE to disclose, duplicate, license, sell or reveal any portion thereof,
except as contemplated by this Agreement.
8. BOOKS AND RECORDS. LICENSEE shall maintain full and accurate books and
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records showing production and sales of the products subject to the Patents (the
Products") and shall furnish weekly reports with respect thereto in a form that
may be reasonably specified from time to time by XXXXXX, LICENSEE shall afford
XXXXXX or its representatives a reasonable opportunity once every week, during
business hours and on at least 24 hours' prior notice, to conduct an examination
of LICENSEE'S books and records relating to this Agreement in order to ensure
that LICENSEE is meeting its obligations to XXXXXX as provided in this
Agreement. In the event that any review of the books and records of LICENSEE
indicates that it has failed to properly account to XXXXXX and the amount due
XXXXXX is in excess of 5% of the total amount due, LICENSEE shall promptly pay
to XXXXXX the sum due together with 18% per annum interest calculated on a 360
day year and any costs including professional fees incurred by XXXXXX in
reviewing the books and records of LICENSEE.
9. CONFIDENTIALITY. It is understood and agreed that any of XXXXXX trade
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secrets or Proprietary Information that may from time to time be made available
to become known to LICENSEE are to be treated as confidential, are to be used
solely in connection with LICENSEE's performance under the terms of this
Agreement and are not to be disclosed to any persons other than employees of
LICENSEE who have a reasonable need for access thereto in connection with
LICENSEE's performance of its duties hereunder. Reasonable measures shall be
taken to protect the confidentiality of XXXXXX' trade secrets, Proprietary
Information and any memoranda or papers containing trade secrets or Proprietary
Information of XXXXXX that LICENSEE may receive in connection herewith are to be
returned to XXXXXX upon request. LICENSEE's obligations and duties under this
section shall survive any termination of this Agreement. If this LICENSEE is a
corporation or other legal entity, LICENSEE shall have all officers, directors,
partners and beneficial owners of any equity interest to execute such agreement
as may be prepared by XXXXXX agreeing to be bound by paragraphs 10, 11 and 12 of
this Agreement.
10. INDEMNIFICATION OF XXXXXX LICENSEE shall indemnify and save harmless
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XXXXXX and his employees and agents from and against any loss, claim or damage
including reasonable attorney's fees, resulting from any negligence or breach of
warranty by LICENSEE in connection with the preparation, packaging, sale or
distribution of the Products or other product of LICENSEE. With respect to the
risks thus assumed, LICENSEE shall maintain a policy of contractual liability
insurance in the minimum amount of $1,000,000 single unit coverage with an
insurer satisfactory to XXXXXX, and shall cause this insurer to provide XXXXXX
within 15 days after the date of this Agreement with an appropriate certificate
of insurance evidencing this contractual liability insurance coverage, which may
not be materially modified or canceled on less than 30 days prior written notice
to XXXXXX. At the request of XXXXXX, LICENSEE will defend XXXXXX and his
employees and agents in connection with any claim, suit, action, or proceeding
covered by this indemnification.
11. TRADE SECRETS AND PROPRIETARY INFORMATION. Subject to the foregoing,
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LICENSEE acknowledges the validity of and ownership by XXXXXX of the trade
secrets and Proprietary Information in connection with the sale of the Products
and agrees to take no action that would prejudice or interfere with the validity
or ownership. All use of the trade secrets and Proprietary Information by
LICENSEE under this Agreement shall inure to the exclusive benefit of XXXXXX.
12. INJUNCTIVE RELIEF. XXXXXX shall have the right to injunctive relief
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to enforce the covenants of paragraphs 10 and 11 of this Agreement, without
having to plead or prove irreparable harm or lack of adequate remedy at law in
addition to any other relief to which it may be entitled at law or in equity.
13. ABSOLUTE RESTRICTION ON TRANSFER WITHOUT XXXXXX' CONSENT. The grant
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of the license hereunder is unique to LICENSEE and may not be transferred, or in
effect transferred in whole or in part, whether by independent agreement,
acquisition by another party of LICENSEE's capital stock or assets, mortgage
pledge, lease or other assignment as security, merger, consolidation or other
reorganization, the succession by another party to LICENSEE's business by
operation of law, as a consequence of any transaction that results in a change
in the ownership or right of control of LICENSEE or otherwise unless XXXXXX has
expressly consented in writing thereto.
In the event that there is an acquisition by another party of LICENSEE's capital
stock or assets, mortgage pledge, lease or other assignment as security, merger,
consolidation or other reorganization, the succession by another party to
LICENSEE's business by operation of law, as a consequence of any transaction
that results in a change in the ownership or right of control of LICENSEE or
otherwise, without XXXXXX' specific written consent as to that event or
occurrence, XXXXXX, at his sole option may immediately terminate this Agreement.
This Agreement shall immediately terminate, without further action on the part
of any party, in the event that insolvency proceedings of any character,
including, without limitation, bankruptcy, receivership, reorganization,
composition or arrangement with creditors, voluntary or involuntary, designating
LICENSEE as the bankrupt or insolvent, are instituted, pending or threatened or
if LICENSEE makes an assignment for the benefit of creditors or takes any action
with a view to, or that would constitute the basis for, the institution of any
such insolvency proceedings.
14. TERMINATION BY XXXXXX UPON NOTICE. This Agreement may be terminated
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at any time by XXXXXX in the event that LICENSEE shall fail to perform any of
the covenants and obligations herein. Upon written notice of termination
delivered to LICENSEE by XXXXXX, stating the nature and character of the breach
and allowing LICENSEE an opportunity to cure such failure within 15 days after
giving notice, if the failure has not been corrected by LICENSEE within the 15
day period XXXXXX may terminate this Agreement forthwith without the requirement
of any additional notice to LICENSEE to that effect. Notwithstanding the above,
XXXXXX is not required to give LICENSEE the opportunity to correct a default
that is a repetition within any 12 month period of a prior default for the same
cause and may terminate this Agreement forthwith by written notice.
15. WAIVER. The failure of either party to give notice of nonperformance or
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termination shall not constitute a waiver of the covenants, terms, or conditions
herein or of the rights of either party thereafter to enforce those covenants,
terms, or conditions or to terminate this Agreement upon any subsequent
occurrence or date.
16. ACTIONS TO BE TAKEN UPON TERMINATION OF LICENSE. Upon the termination
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of this Agreement, except as may otherwise be provided herein, the license and
all rights and privileges granted to LICENSEE under this Agreement shall
immediately cease and terminate and LICENSEE in the absence of a renewal
agreement shall thereupon immediately discontinue forever (i) the production and
sale of the Products and (ii) the use of the Patents trade secrets and
Proprietary Information in connection with LICENSEE's business.
17. ASSIGNMENT AND TRANSFER. This License may not be assigned or
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transferred by LICENSEE except with the prior approval of XXXXXX, which shall be
at his sole discretion.
18. FURTHER ASSURANCES. The parties agree to execute and deliver from time
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to time at the request of any of the other parties to this Agreement and without
further consideration, such additional documents and to take such other action
necessary to consummate the transactions contemplated herein.
19. NOTICES. All notices, offers, acceptance and any other acts under this
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Agreement (except payment) shall be in writing, and shall be sufficiently given
if delivered to the addressees in person, by Federal Express or similar
receipted delivery, by facsimile delivery or, if mailed, postage prepaid, by
certified mail, return receipt requested, as follows:
LICENSEE P.D.C. Innovative Industries
0000 X.X. 000xx Xxxxxx
Xxxxxxxxx Xxxx, Xxx 5
Xxxxx Xxxxxxx, Xxxxxxx 00000.
XXXXXX Xxxxx Xxxxxx
0000 XX 000xx Xxxxxxx
Xxxxx Xxxxxxx, Xxxxxxx 00000
or to such other address as either of them, by written notice to the other may
designate from time to time. The transmission confirmation receipt from the
sender's facsimile machine shall be conclusive evidence of successful facsimile
delivery. Time shall be counted to, or from, as the case may be, the delivery
in person or by mailing.
20. GOVERNING LAW. This Agreement and any dispute, disagreement, or issue
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of construction or interpretation arising hereunder whether relating to its
execution, its validity, the obligations provided herein or performance shall be
brought in a court of competent jurisdiction in Broward County, Florida and
governed or interpreted according to the internal laws of the State of Florida.
21. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
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between the parties and supersedes all prior oral or written agreements
regarding the same subject matter.
22. SEVERABILITY CLAUSE. In the event any parts of this Agreement are found
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to be void, the remaining provisions of this Agreement shall nevertheless be
binding with the same effect as though the void parts were deleted.
23. SUCCESSORS. Subject to the provisions of this Agreement, this Agreement
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shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
24. SECTION AND PARAGRAPH HEADINGS. The section and paragraph headings in
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this Agreement are for reference purposes only and shall not affect the meaning
or interpretation of this Agreement.
25. AMENDMENT. This Agreement may be amended only by an instrument in
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writing executed by all parties hereto.
26. COUNTERPARTS. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. The execution of this
Agreement may be by actual or facsimile signature, provided however that
original signatures must be provided within five business days from the date of
signing.
IN WITNESS WHEREOF, Licensee and Xxxxxx have executed this Agreement as of the
date and year first above written.
/s/Xxxxx Xxxxxx, Individually
P.D.C. Innovative Industries
By: /s/ Xxxxxx Xxxxxx
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President
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Title
EXHIBIT A
DESCRIPTION OF PATENTS
THE POCKET PITCH DIAL LEVEL has an adjustable center level dial and bulb; it is
of 4" fixed length, weighs 6 ounces. This pocket-sized, belt-attachable level,
offers the convenience of an integrated 360-degree rotating center level bulb &
dial for use in limited space areas. Due to this level's design, In addition to
standard level applications for horizontal and vertical calibration, adjustment
and leveling, the Pocket Pitch Level is specifically designed to be uniquely
valuable in all situations where zero tolerance precision in variable degree
leveling is required, including roof pitch, plumbing pitch and other
non-standard, variable pitch angle measurements.
THE POCKET LEVEL has a fixed center level bulb; it is of 4" fixed length weighs
3 ounces. Similar to the Pocket Pitch Level, this level is also designed for
easy transport and use in cramped, limited space areas. Due to this levers
design, this level's zero-tolerance angle measurement is more precise than any
competitive mechanical level currently marketed. This level is designed to be
used in all situations where horizontal leveling is desirable, including
carpentry, glasswork, cabinetry, plumbing, and framing applications where exact
horizontal adjustment or measurement is required. 4 6
THE 18" DIAL LEVEL has adjustable center level dial and bulb, 18" collapsed
length (extends to 24" and 30"), weighs 40 ounces. This level offers the
convenience of an. integrated 360 degrees variable pitch (variable angle)
rotating center level bulb and dial. The 18" Dial Level adjusts to work area
and takes place of three separate conventional levels 18", 24" and 30" when
fully extended). Due to this level's design, this level's zero-tolerance angle
is more precise than any competitive mechanical level currently marketed. In
addition to standard level applications for horizontal and vertical calibration,
adjustment and leveling, the 18" Dial Level can be expanded to fit the work area
and is specifically designed to be uniquely valuable in all situations where
zero-tolerance precision in variable degree leveling (0-45 degrees) is required,
including roof pitch, plumbing pitch, and other non-standard variable pitch
angle measurements.
THE 18" STANDARD LEVEL has a fixed center level dial and bulb, 18" collapsed
length (extends to 24" and 30"), weighs 26 ounces. Similar to the 18" Dial
Level but without the variable angle rotating center level and bulb, this
zero-tolerance level also adjusts to the work area and takes place of three
non-adjustable separate levels (18", 24" and 30" when fully extended). In all
situations where zero-tolerance precision is required for standard
(non-variable) horizontal and vertical calibration, adjustment and leveling,
including flexible work space applications in carpentry, glass work, cabinetry,
plumbing, framing and other construction jobs, the 18" Standard Level is
specifically designed to be uniquely valuable.
THE SQUARING LEVEL is similar in appearance to a traditional framing square.
However this Squaring Level's 90 degree arms extend to 12" and can be extended
to 12" x 18" and 18" x 18" squaring levels on both ends, 45 degree squaring
level at arm joint. This level is weighs 32 ounces, can be custom engraved, and
is available in a selection of colors. In addition to providing zero-tolerance
90 and 45 degree framing guidance, the Squaring Level can be used to provide
absolutely precise horizontal or vertical leveling. The Squaring Level is
specifically designed to be uniquely valuable in any situation where
zero-tolerance 45 or 90 degree framing or horizontal and vertical calibration,
adjustment and leveling is desirable. Applications include finished carpentry,
glass and mirror work, cabinetry, standard framing, and other exacting
construction jobs.
PERFECT SEAL Perfect Seal is a seal, which can be added to the bottom of a door
in any home or office. It is not a door sweep, but rather a seal, which does
not touch the flooring of the room until the door is closed tightly. This
creates a perfect airtight closing sea) that keeps out insects, noise, cold or
hot air. It is made with a tongue and grove, which makes it airtight. When a
door, which is equipped with the Perfect Seal, is closed, the seat drops down
from inside the door (where it is stored when not deployed), and the rubber
meets the floor. When the door is opened, the seal draws back up, thus avoiding
any friction with or rubbing against the floor. Perfect Seal is made of
Anodized Aluminum.
FLOW XXXXX The Flow Xxxxx is designed to address the problem of water
conservation acute in many parts of the United States and abroad. Flush Xxxxx
is a double flapper valve, which universally fits most toilet tanks and saves
approximately 30% of tank water per flush of liquid waste. Since flushing
liquid waste accounts for the major part of the usage of toilet facilities, the
Flush Xxxxx is designed in such a way that an up-motion of the handle provides
for water-saving liquid waste flushing, while a down-flush motion of the handle
provides for solid waste flushing, maintaining full flush.
