Exhibit 6.3
MEMORANDUM OF AGREEMENT
TSET, Inc., a corporation organized and existing under the laws of Nevada
("TSET"); M&M Associates, a partnership between Xxxxxx X. Xxxxxx and Xxxxxx X.
Xxxxxxxx ("M&M"); and Xxxxxx X. Xxxxxx, an individual resident of the State of
California ("Xxxxxx"), hereby agree as follows:
1. M&M hereby sells, assigns, transfers, and conveys to TSET all right,
title, and interest in and to that certain Patent No. 4,803,632, issued on
February 7, 1989 for a technology and device commonly known as the "Intelligent
Utility Meter System" (the "Patent"), together with any and all improvements,
modifications, and derivatives thereof and applications therefor (collectively,
the "Improvements"). M&M represents and warrants to TSET that it has complete
and unencumbered ownership of the Patent, legal authority to enter into the
transactions described herein, and does not require the approval or consent of
any other person in connection herewith. In addition to this Memorandum of
Agreement, M&M agrees to cooperate in good faith with, and execute and delivery
to TSET, any and all additional documents, instruments, certificates, and
assignments which may be necessary to more fully evidence the transactions
described herein and perfect TSET's ownership in the Patents. In addition to
the foregoing, the parties agree that TSET shall be entitled, at its sole
option, to pursue any litigation and causes of action which M&M and Xxxxxx may
be entitled to pursue, in connection with any actual or potential infringement
on the Patents or the Improvements (the "Potential Litigation").
2. In full and complete consideration and payment for the transactions
described in paragraph 1 above, the parties further agree that:
(a) TSET shall issue to M&M (or its nominee, and in such number of
certificates and denominations as M&M may reasonably request) 100,000 shares of
TSET's common stock (the "M&M Shares"), M&M acknowledging that the M&M Shares
are "investment shares" and shall be subject to the holding period restrictions
relating to resale and transfer applicable thereto;
(b) TSET shall pay to M&M a royalty of 10% on the net profits realized
by TSET upon sales of "Electricity Management Units" (the "EMU") in the States
of California and Nevada; and
(c) TSET shall pay to M&M a royalty of 1% on the net profits realized
by TSET upon sales of the EMU globally.
Any compensation payable to any persons other than M&M pursuant to this
Memorandum of Agreement or otherwise relating to the Patents and the
Improvements shall be paid out of the compensation described in this paragraph
2.
3. The parties agree that M&M, in the person of Xxxxxx and others who have
been instrumental in the development of the EMU, will be cooperative in
consulting with TSET with respect to the EMU and in the ongoing development and
design of new conceptions, applications, and Improvements, production of
brochures, videos, and other informational and promotional materials, marketing
and distribution activities of TSET with respect thereto, and in connection with
the Potential Litigation. The parties shall in good faith agree on rates of
compensation for Xxxxxx and such others.
4. This Memorandum of Agreement: (a) shall be binding upon, and inure to
the benefit of, the respective successors, assigns, and heirs of the parties;
(b) may be signed in multiple counterparts, each of which shall be
deemed an original, and all of which shall be deemed one agreement; the parties
agree that facsimile signatures shall be sufficient to form the binding
obligations contemplated herein regardless of whether manual signatures are
exchanged;
(c) constitutes the entire agreement between the parties with respect
to the subject matter hereof and, except as provided above, supersedes all prior
agreements and understandings with respect thereto; no other agreement, whether
oral or written, shall be used to modify or contradict the provisions hereof
unless the same is in writing, signed by the parties, and states that it is
intended to amend the provisions of this Memorandum of Agreement; and
(d) shall be governed by, and construed in accordance with, the laws of
the State of Oregon, exclusive of conflicts of laws rules. Any disputes between
the parties hereto shall be resolved by arbitration, to be held in Portland,
Oregon. A three-person arbitration panel shall be selected, one arbitrator by
TSET, one arbitrator by M&M, and the two arbitrators thus selected shall select
a third arbitrator. The written decision of such arbitration panel shall be
final and binding upon the parties.
IN WITNESS WHEREOF, the parties have executed and delivered this Memorandum
of Agreement effective as of the date first written above.
TSET, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
Chairman and Chief Executive Officer
M&M Associates
By: /s/ Xxxxxx X. Xxxxxx
Authorized Signatory
By: /s/ Xxxxxx X. Xxxxxxxx
Authorized Signatory
/s/ Xxxxxx X. Xxxxxx, individually
