EXHIBIT 10.14
LICENSE AGREEMENT
LICENSE AGREEMENT made this 17 day of July, 2000 by and between ULTRASTRIP
SYSTEMS, INC., a Florida corporation ("Ultrastrip"), OCEAN FUTURES SOCIETY
INC., a California corporation ("OFS"), and XXXX-XXXXXX COUSTEAU ("Cousteau").
RECITALS:
A. Ultrastrip, a development stage company, manufactures a robotic
hydroblasting device (the "M2000") that strips coatings from steel
surfaces in an environmentally safe manner and performs hydroblasting
services using the M2000 for customers in the heavy marine industry.
B. OFS, a not-for-profit organization dedicated to preserving the marine
environment, is led by Cousteau, the world-famous environmentalist.
C. Ultrastrip, OFS and Cousteau have agreed to work together for mutual
benefit on the terms set forth below.
NOW THEREFORE, based on the foregoing, and for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. License. Cousteau and OFS hereby grant Ultrastrip the exclusive right
without obligation to utilize their names (the "Names") in connection with
marketing, advertising, sales and distribution of the M2000 and hydroblasting
services in the ship cleaning industry. Each usage of the name Cousteau shall
be preceded by the name Xxxx-Xxxxxx in identical type size, font and color.
Cousteau and OFS represent and covenant that such grant does not conflict with
other license rights heretofore granted any entity or person and that they will
not in the future license any entity or person in any manner that may conflict
with the rights hereby granted to Ultrastrip. Ultrastrip agrees to clear in
writing each manifestation of usage of the Names with OFS and Cousteau,
respectively, before usage, and OFS and Cousteau convenant to acknowledge
clearance or suggest modifications concerning objectionable proposed usage
immediately. Ultrastrip agrees to modify or delete the usage according to such
suggestions provided that the suggested modifications are within the spirit of
this Agreement.
2. Attendance. Cousteau agrees personally to attend meetings to
interface with customers, investors and other third-parties, including taped
appearances, arranged by Ultrastrip on up to ten (10) days during each twelve
(12) month period of the Term (defined below). The parties agree to use their
best efforts to accommodate each other's needs for prior notice, scheduling and
attendance at meetings. Ultrastrip shall be responsible for reimbursement of
Cousteau's travel and lodging expenses incurred arising from such meetings and
shall promptly make payment thereof to OFS upon presentation of detailed
expense receipts.
3. Term. This Agreement shall continue in effect until the tenth (10th)
anniversary hereof, unless terminated earlier as provided for below (the
"Term").
4. Royalties. Ultrastrip agrees to pay OFS a sum equal to two percent
(2%) of its revenues from sales of products, equipment leases and services
during the Term (the "Royalty"). The Royalty shall be paid to OFS within twenty
(20) days of the end of each calendar quarter during the Term based on revenues
for the calendar quarter then recently ended. Revenues shall be calculated as
gross sales less use, sales and value added taxes, rebates, refunds,
replacements, credits for returns, duties, freight, insurance and commissions.
5. Statements and Payments. Ultrastrip agrees to keep complete and
accurate records and books of accounts relating to sales and, within twenty
(20) days after the end of each calendar quarter, to furnish OFS at its address
designated in Section 18 hereinbelow a statement in writing showing gross
sales, if any, for such calendar quarter and the amount of each allowable
deduction from gross sales, and the payment, if any, due to OFS at such time.
The foregoing statement shall accompany the royalty payment payable pursuant to
Section 4 hereinabove.
6. Audit. Ultrastrip grants OFS the right, exercisable once per year
(non-cumulatively), to inspect, audit and investigate accounts and records
relating to sales for the purpose of determining the accuracy thereof and the
correctness of the statements and payments made by Ultrastrip. Such inspection,
investigation and/or audit of such books, accounts and records shall be at
OFS's expense and take place during normal business hours upon reasonable
notice by OFS, provided, however, that if such audit indicates that Ultrastrip
underpaid OFS by five percent (5%) or more for any quarter, Ultrastrip shall be
responsible for the cost of such audit. All books and records relating to sales
shall be kept available by Ultrastrip for at least five (5) years after the
date of sale.
7. Termination. OFS may terminate this Agreement upon the occurrence of
any one of the following events:
(a) if Ultrastrip shall have failed to make any payment due
hereunder on the date such payment is due;
(b) if Ultrastrip shall fail to deliver any of the statements
required to be delivered hereunder or to make available for inspection,
investigation and/or audit its books and records pursuant to the provisions
hereof;
(c) if upon one or more inspections, investigations and/or
audits, it is determined that for each of two (2) consecutive calendar
quarters, the royalty amounts paid by Ultrastrip were less than ninety percent
(90%) of the amounts due to OFS in
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such periods; or
(d) if Ultrastrip shall:
(i) file a petition in bankruptcy or for reorganization
or for the adoption of the arrangement under any
bankruptcy or insolvency act, or an answer or other
pleading admitting or failing to deny the material
allegations of such a petition or seeking, consenting
to or acquiescing in the relief therein provided;
(ii) make an assignment for the benefit of its creditors;
(iii) consent to the appointment of a receiver or trustee
or custodian for all or a substantial part of its
property or to the filing of a petition against it
under any bankruptcy or insolvency act; or
(iv) be adjudicated a bankrupt organization.
In the event any of such events occurs, OFS, if it desires to terminate this
Agreement, shall give notice of termination in writing to Ultrastrip as
provided hereunder. If Ultrastrip shall fail to cure such event of default
within ninety (90) days of receipt of such notice, then this Agreement shall
terminate.
Ultrastrip may terminate this Agreement for "cause". Cause means (a) willful
misconduct on the part of OFS or Cousteau with respect to the business and
affairs of Ultrastrip, (b) conviction of any felony, or (c) breach of this
Agreement. If Ultrastrip terminates for any of the above reasons, the
provisions of Sections 4 and 5 shall also terminate.
8. Rights of Ultrastrip Upon Termination or Expiration. Upon the
expiration or termination of this Agreement for any reason, neither Ultrastrip
nor its receivers, representatives, trustees, agents, successors and/or
assignees shall have any right to exploit or in any way use the Names in
connection with the advertising, marketing, promotion, sales or distribution of
the M2000 except in connection with the distribution and sale of remaining
inventory, with respect to which Ultrastrip shall be responsible for the
payment of all royalties in accordance with the terms hereof.
9. Confidentiality Covenant. OFS and Cousteau acknowledge that the trade
secrets, information, ideas, research, methods, improvements and materials
owned, licensed or developed by Ultrastrip are and shall remain the sole and
exclusive strictly confidential property of Ultrastrip. All information and
knowledge about Ultra-
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strip and its products, services, methods, standards, specifications,
procedures, and techniques which are not public knowledge and such other data
as Ultrastrip may designate as confidential shall be kept strictly confidential
by OFS and Cousteau, used only for the purposes authorized by Ultrastrip. OFS
and Cousteau covenant and agree that during and after the termination of this
Agreement for five (5) years neither it or he nor anyone associated with it or
him shall copy or disclose to anyone or use for any purposes other than as
authorized by Ultrastrip any such confidential information.
10. Assignment. Neither OFS nor Cousteau may assign its or his rights
or obligations hereunder. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors and
permitted assignees. No assignment shall relieve any party from the
responsibility for the performance of any accrued obligations which such party
then has hereunder.
11. Relationship of the Parties. Neither OFS nor Cousteau shall have any
right or authority to assume or create any obligation or responsibility,
express or implied, on behalf of or in the name of Ultrastrip, or to bind
Ultrastrip in any manner.
12. No Waiver of Rights. The failure of any party to enforce at any time
any of the provisions of this Agreement, or any rights in respect thereto, or to
exercise any election herein provided, shall in no way be considered to be a
waiver of said provisions, rights or election, or in any way to affect the
validity of this Agreement.
13. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Florida.
14. Legal Counsel. The parties hereto agree that they each have been
represented by independent legal counsel in connection with the review and
negotiation of this Agreement and the subject matter contained herein.
15. Attorneys' Fees. In the event that any of the parties to this
Agreement commences arbitration against any other party to this Agreement to
enforce any of its or his rights hereunder, the prevailing party in such action
shall be entitled to recover from the other party all reasonable costs thereof,
including reasonable attorneys' fees.
16. Arbitration. In the event that there is any dispute between or among
the parties hereto, the parties agree to submit the matter to binding
arbitration in Stuart, Florida in accordance with the commercial rules of the
American Arbitration Association then applicable before a panel of three (3)
arbitrators. The decision
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of the panel of arbitrators shall be final, binding and conclusive upon the
parties hereto and judgment thereon may be entered in any court having
jurisdiction. The costs of such arbitration shall be paid or reimbursed by the
non-prevailing party.
17. Indemnification. OFS and Ultrastrip shall indemnify, defend and hold
the other harmless from and against any and all liabilities, suits,
proceedings, claims, demands, debts, costs (including legal costs), obligations
and actions of any kind of anyone allegedly arising from or connected with (a)
the indemnifying party's violations of any federal or state law, rule or
regulation, (b) the indemnifying party's actions or inaction in furtherance of
this Agreement, (c) the indemnifying party's breach or default in the
performance of the obligations to be performed under this Agreement, (d) the
indemnifying party's negligence, or (e) the indemnifying party's activities or
operations. The provisions of this section shall extend to executive management
and authorized agents.
18. Communications. All notices under this Agreement shall be in writing
and (unless otherwise specifically provided for herein) shall be deemed to have
been given at the time when mailed, by registered mail, postage prepaid,
addressed to either party hereto at the following addresses:
if to OFS or Cousteau: Ocean Futures Society Inc.
000 Xxxxxxx Xxxxxx
Xxxxx Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxx and
Xxxx-Xxxxxx Cousteau
if to Ultrastrip: Ultrastrip Systems, Inc.
X.X. Xxx 0000
Xxxxxx, XX 00000
Attn: Xxxxxx X. XxXxxxx
with a copy to: Mirkin & Xxxxx, P.A.
0000 Xxxx Xxxxx Xxxxx Xxxx. #000
Xxxx Xxxx Xxxxx, XX 00000
Attn: Xxxx X. Xxxxxx, Esq.
or to such changed address as such parties may have fixed by notice; provided,
however, that any notice of any change of address shall be effective only upon
receipt thereof.
19. Severability. If any provision of this Agreement shall be held to be
invalid or unenforceable, such invalidity or unenforceability shall attach only
to such provision and shall not in any way affect or render invalid or
unenforceable any other provision of this Agreement, and this Agreement shall
be carried out as if such invalid or unenforceable provision were not contained
herein.
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20. Further Assurances. The parties each agree to execute any and all
documents and perform any and all acts which may be reasonably requested by the
others in furtherance of any of the provisions herein.
21. Entire Agreement. This Agreement constitutes the entire final
agreement among the parties with respect to, and supersedes any and all prior
agreements between the parties hereto both oral and written concerning, the
subject matter hereof and may not be amended, modified or terminated except by
a writing signed by the parties hereto.
IN WITNESS WHEREOF, the parties have hereunto set their hands as of the date
first above written.
ULTRASTRIP SYSTEMS, INC.
By: /s/ Xxxxxx X. XxXxxxx
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Xxxxxx X. XxXxxxx, President
OCEAN FUTURES SOCIETY INC.
By: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, Executive Vice President
/s/ Xxxx-Xxxxxx Cousteau
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XXXX-XXXXXX COUSTEAU
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