TECHNOLOGY SUB-LICENSE AGREEMENT
THIS AGREEMENT is made this 18th day of March, 1999
BETWEEN:
Geneva Resources, Inc., a Nevada corporation having an office at 000 Xxxxxxxx,
Xxxxx 000 Xxxxxx Xxxxx, XX 00000
(hereinafter "GENEVA");
and
Intergold Corporation, a Nevada corporation having an office at 0000 Xxxxx
Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000
(hereinafter "Sub-Licensee" or "IGCO");
1. DEFINITIONS
"AURIC"
a limited liability company duly organized in accordance with the laws of
Utah, USA with its principal place of business being located at 0000 Xxxx
Xxxxxxxxx Xxx, Xxxx Xxxx Xxxx, Xxxx 00000;
"GENEVA"
a corporation duly incorporated in accordance with the laws of Nevada, USA,
with its principal place of business being located at 000 Xxxxxxxx, Xxxxx
000 Xxxxxx Xxxxx, XX 00000;
"Sub-Licensee" or "IGCO"
Intergold Corporation and subsidiary International Gold Corporation,
corporations duly incorporated in accordance with the laws of Nevada, USA,
with its principal place of business being located at 0000 Xxxxx Xxxxxx,
Xxxxx 0000 Xxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000
"Technology"
that technology licensed by GENEVA and developed by AURIC which is used in
the design, and operation of Precious Metals Recovery Process and Assay
Process with all developments, modifications and improvements to it from
time to time;
"Know-how"
all AURIC's proprietary information, both technical and otherwise,
including all its know-how and specifications, drawings, plans and designs,
and documentation which in any way relates to the design, manufacture and
operation of the Precious Metals Recovery Process and Assay Process and
which it may possess at the Effective Date, or later acquire licensed by
GENEVA;
"Precious Metals Recovery Process"
the precious metals recovery process invented and developed by AURIC and
licensed by GENEVA, and which may be applied, using the Technology and the
Know-how in the commercial recovery of precious metals in the Territory;
"Assay Process"
the fire assay process invented and developed by AURIC and licensed by
GENEVA, and which may be applied, using the Technology and the Know-how in
the determination of precious metals content in the mineralized rock in the
Territory;
"Services"
Those services provided by AURIC to IGCO as a Sub-Licensee of GENEVA that
are additional to the Technology and Know-how relating to the Precious
Metals Recovery Process and Assay Process in this agreement, such as
repetitive assay work, site or Sub-Licensee specific recovery
modifications, or further contracted work beyond the scope of this
agreement.
"Territory"
the geographical acres of unpatented lode mining claims possessed or
obtained through joint venture or assignment by IGCO in Lincoln, Camus, and
Gooding counties in the State of Idaho in the United States of America;
"Effective Date"
the date on which the parties finally sign this Agreement and all named
attachments;
"Agreement this Agreement"
the agreement recorded in this document.
2. RECORDIAL:
2.1 AURIC shall develop and refine the Precious Metals Recovery Process and
Assay Process by applying the Technology and the Know-how to the design of
assay and metallurgical recovery systems relating to mineralized areas
located in Lincoln, Camus, and Gooding counties in the State of Idaho.
2.2 GENEVA has acquired the sole and exclusive license to use items referred to
in subsection 2.1 of this Agreement in all locations in Camas, Gooding,
Blame, and Lincoln Counties in the State of Idaho, and the right to
sub-license the Precious Metals Recovery Process and Assay Process and
relating Technology in Camas, Gooding, Blame, and Lincoln Counties in the
State of Idaho.
2.3 IGCO wishes to:
2.3.1 acquire a sub-license to utilize the Precious Metals Recovery Process
and Assay Process and relating Technology and Know-how from GENEVA;
2.3.2 acquire a non-exclusive sub-license to use it in the Territory;
2.4 GENEVA is prepared to grant IGCO a non-exclusive sub-license to use the
Precious Metals Recovery Process and Assay Process and relating Technology
in the Territory.
2.5 IGCO agrees to maintain strict technology usage guidelines and protocols
outlined by the Sub-License Agreement and issued by AURIC or GENEVA from
time to time pursuant to this Agreement to ensure proper application and
following of standards set for the Precious Metals Recovery Process and
Assay Process and technology developed according to directives and
documentation provided.
2.6 IGCO does not obtain the right to sub-license the Precious Metals Recovery
Process and Assay Process and relating Technology and Know-how in the
Territory or any other location.
2.7 The parties now wish to record their agreement in the above regards, as is
set out below.
3. GRANT OF SUB-LICENCE
3.1 In consideration for the payment of 4,000,000 common voting restricted
shares in the capital of Intergold Corporation to be issued in
denominations of 1,500,000 shares to GENEVA and 2,500,000 shares to AURIC
or its designate, plus Promissory Notes payable to AURIC and GENEVA in the
amount of $250,000 each, copies of which are attached, and
All shares of Intergold Corporation pursuant to this agreement are to be
issued at the Effective Date of this Agreement. The Promissory Note will be
due and payable at the date that the Technology and Know-how are to be
transferred from GENEVA to IGCO, after the date that the development and
refinement of the Precious Metals Recovery Process and Assay Process
according to BLACKHAWK ORE EXTRACTION PROCEDURES DEVELOPMENT (Level 2), and
Further, other good and valuable consideration the receipt and adequacy of
which is hereby acknowledged, and the mutual covenants and conditions set
out in this Agreement, GENEVA hereby grants IGCO the:
3.2 non-exclusive sub-license to use the Precious Metals Recovery Process and
Assay Process in the Territory.
4. TERM /TERMINATION
4.1 This Agreement shall commence on the Effective Date and subject to earlier
termination in accordance with any of its provisions, shall continue for an
initial fixed period of forty (40) years. Thereafter, it shall remain in
effect as long as IGCO continues to operate under the sub-licenses granted
to it in section 3 by actively engaging in the use of the Precious Metals
Recovery Process and, a Assay Process in the Territory.
4.2 Should either party believe the other has engaged in a material breach of
this Agreement, it may notify the other party accordingly in writing,
setting out this nature and extent of the breach. The party asserted to be
in breach shall then have a period of ninety (90) days after receiving a
notification of breach to cur the breach. Should the party asserted to be
in breach fail to cure the breach within the ninety (90) day period, the
other party shall, subject to the provisions of sub-section 4.3, have the
right to terminated this Agreement forthwith.
4.3 Should the party asserted to be in breach in terms of sub-section 4.2 be
IGCO and should IGCO fail to cure any asserted breach timeously, GENEVA
shall not be entitled to cancel this agreement without first giving any
third party to whom IGCO may be involved with due to joint venture or
assignment pursuant to this Agreement an opportunity to cure the breach
concerned within a further period of thirty (30) days. Should any such
third party elect to cure the breach. IGCO shall then be deemed to have
agreed to assign its rights under this Agreement to such third party should
such third party wish to accept such assignment, and GENEVA shall be deemed
to have consented to such assignment and to have accepted such third party
as a party to this Agreement in place of IGCO.
4.4 The termination of this Agreement shall not affect any in process activity
or orders which may have been placed with IGCO to process materials using
the Precious Metals Recovery Process and, or, Assay Process, and which may
be outstanding as at such termination date. IGCO shall be entitled to
complete these orders using the Precious Metals Recovery Process and Assay
Process.
4.5 Upon termination of the Agreement, or upon a deemed assignment of IGCO's
rights under this Agreement to a third party, IGCO shall, save to the
extent necessary to give effect to the provisions of sub-section 4.4,
return to GENEVA all documents, drawings, materials, specifications and the
like in any way concerned with the Technology, the Precious Metals Recovery
Process and Assay Process and the Know-how which may then be in its
possession or under its control.
4.6 Upon termination of this Agreement, or upon a deemed assignment of IGCO's
rights under this Agreement to a third party, all rights and sub-licenses
granted to IGCO shall cease, save to the extent necessary to give effect to
the provisions of sub-section 4.4, but all IGCO's obligations to GENEVA or
AURIC, including payment and confidentiality obligations, shall remain in
force.
5. PROVISION OF KNOW HOW, AND TECHNICAL ASSISTANCE
5.1 Within sixty (60) days of the Effective Date, AURIC shall make the Know-how
existing as at the Effective Date available to GENEVA on a confidential
basis and for use solely in connection with the rights and sub-licenses
granted by previous agreement. Should AURIC acquire any additional Know-how
after the Effective Date, it shall make it available to GENEVA as soon as
possible after receiving it. If the additional Know-how is applicable to
the sub-license granted to IGCO, GENEVA shall make it available to IGCO as
soon as possible thereafter.
GENEVA or its designate shall also furnish IGCO, upon reasonable request,
with its recommendations and advice to the operation of the Precious Metals
Recovery Process and Assay Process and its application in the Precious
Metals Recovery Process and Assay Process.
5.2 In fulfillment of its obligations set out in sub-section 5.1, GENEVA or its
designate shall instruct a reasonable number of employees of IGCO or their
designate according to sub-section 5.3 in the application and use of the
Precious Metals Recovery Process and Assay Process. IGCO shall pay for the
costs of such instruction, if any. Such instruction shall be given as many
times as IGCO may reasonably require, at such times and for periods and at
such locations as may be mutually agreed upon.
5.3 Custodian of Technology. Prior to the completion of all tasks in all phases
in the development of the Precious Metals Recovery Process and Assay
Process of this Agreement, all information developed by AURIC during each
task in each phase including any and all detail relating to the Precious
Metals Recovery Process and Assay Process shall be transferred in trust to
Dames and Xxxxx as subcontractor to AURIC for the purposes of retaining a
detailed backup record of developed technologies by AURIC. The transfer of
information from AURIC to Dames and Xxxxx shall be complete in detail and
all aspects of each task in each phase, and AURIC shall ensure that Dames
and Xxxxx fully understand all elements and aspects of any proprietary
information, techniques, the Technology and the Know-how, and any other
aspects required for complete understanding.
5.4 Any information made available by GENEVA to IGCO or the designate of IGCO
in terms of this section 5 shall be maintained in confidence by IGCO in
accordance with the provisions of the non-disclosure agreement to be
executed by the parties in the form of the draft attached as "Exhibit A"
simultaneously with their signature of this agreement and as a condition
precedent to this Agreement.
In exercising its right to sub-license the use of the Precious Metals
Recovery Process and Assay Process in the Territory, GENEVA shall be
entitled to make all information furnished it in terms of this section 5
available to any sub- licenses but provided that in doing so, it shall
procure a written undertaking of confidentiality from such sub-licensee in
the form of the draft attached as "A".
6. IMPROVEMENTS
6.1 GENEVA or its designate undertakes to keep IGCO informed of all
developments, modifications and/or improvements which it may develop or
become possessed of during the currency of this Agreement, and which relate
to the Technology, the Know-how and, or, the Precious Metals Recovery
Process and Assay Process. Any such developments, modifications and/or
improvements shall fall under the sub-licenses and rights granted in terms
of this Agreement.
6.2 IGCO undertakes to notify GENEVA of any developments, modifications and/or
improvements which it may make or discover during the currency of this
Agreement with regard to the Technology, the Know-how and/or the Precious
Metals Recovery Process and Assay Process. Any such development,
modification and/or improvement shall be and remain IGCO's exclusive
property and as a result, IGCO shall have the right to use any such
development, modifications and/or improvement free of any royalty as its
owner.
6.3 Should a joint invention be made by the employees of both IGCO and GENEVA
or its designate, the invention and the rights to it and any patents on it
shall be owned by GENEVA or its designate, but IGCO shall have an
irrevocable, royalty-free and non-exclusive license to use the invention,
including the right to sub-license in the Territory.
7. INFRINGEMENT OF TECHNOLOGY
7.1 Each party undertakes to notify the other in writing as soon as possible
after becoming aware of the occurrence thereof, of:
7.1.1 any infringement or threatened infringement of, or challenge to the
validity of any of the intellectual property rights sub-licensed or
granted in terms of this Agreement;
7.1.2 any alleged infringement, by reason of the use of the Technology, the
Know-how and, or, the Precious Metals Recovery Process and Assay
Process, or common law right or alleged common law right of any other
person.
7.2 Upon any such notice being given, GENEVA shall, at its own cost, take all
such proceedings as are in law available to it to procure the termination
of such infringement or challenge. Should GENEVA fail to do so within a
period reasonable in the circumstances, or should AURIC and GENEVA mutually
agree otherwise, IGCO shall be entitled to take appropriate steps, as its
cost, to procure the termination of such infringement or challenge, and
GENEVA agrees to assist IGCO in doing so to the best of its ability,
including to make available to IGCO all relevant records, papers,
information specimens and the like.
8. WARRANTIES
8.1 GENEVA warrants to IGCO that as at the Effective Date:
8.1.1 it is the owner of the rights to the Technology, the Know-how and the
Precious Metals Recovery Process and Assay Process, that it has
executed proper License agreements with AURIC and confidentiality
agreements with its employees, agents and contractors and these rights
and agreements are in good standing.
8.1.2 the Technology and the Know-how are proprietary to it via license
agreement, and it therefore has the right to grant the sub-licenses
and rights set out in this Agreement to IGCO;
8.1.3 it has not granted, nor will it during the currency of this Agreement
grant to any other person, directly or indirectly, any right or option
to use the Technology, the Know-how and/or the Precious Metals
Recovery Process and Assay Process in the IGCO Territory.
8.1.4 GENEVA hereby warrants to IGCO that there are currently no liens or
encumbrances of any nature outstanding against, filed or perfected in
respect of, or secured through the Technology or the Know-how, and
GENEVA covenants to keep the Technology and the Know-how free from any
such liens or encumbrances during the currency of this Agreement.
9. REFERRAL OF ENQUIRIES
GENEVA undertakes promptly to refer to IGCO any queries directed to it
regarding the use of the Precious Metals Recovery Process and Assay Process
in the Territory in the Metals Recovery Process.
10. PURCHASE OF SERVICES ADDITIONAL TO THE PRECIOUS METALS RECOVERY PROCESS AND
ASSAY PROCESS
In order for IGCO to properly to exploit the sub-license and rights granted
to it in terms of this Agreement, it requires Services in addition to the
Precious Metals Recovery Process and Assay Process. IGCO hereby agrees to
purchase its requirements pursuant to ongoing Services with regard to the
Precious Metals Recovery Process and Assay Process from AURIC or per the
designate of AURIC, which hereby agrees to supply them to IGCO, in
accordance with and subject to the following provisions:
10.1 The prices and terms quoted by AURIC to IGCO or any sub-Licensee
heretofore for Services in addition to the Technology, Know-how, and the
Precious Metals Recovery Process and Assay Process shall be negotiated
specifically between AURIC and IGCO, or between AURIC and any sub-
Licensee.
10.2 IGCO shall place all its orders for Services in addition to Precious Metals
Recovery Process and Assay Process with AURIC in writing. Upon receiving
any written order for Services in addition to Precious Metals Recovery
Process and Assay Process, AURIC shall notify IGCO of the estimated time
and cost that it will take to deliver the Services forming the subject
matter of the order. In order to assist AURIC in fulfilling IGCO's orders
for Services, IGCO shall, with effect from the Effective Date, give AURIC
six-monthly forward estimates of its estimated Services requirements. IGCO
shall not be liable to AURIC in damages or otherwise should any estimate be
inaccurate;
10.3 AURIC undertakes to make every reasonable possible attempt to supply IGCO,
with effect from the Effective Date, with such quantities of Services as
IGCO may from time to time require and to have Services ordered by IGCO
delivered to IGCO as expeditiously as possible; and
10.4 Save as may specifically be approved in writing by AURIC, IGCO shall not
mortgage, pledge, charge, hypothecate or otherwise encumber the Precious
Metals Recovery Process and Assay Process.
10.5 Sub-Licensees granted by GENEVA shall obtain competitive quotation for
Services from AURIC or the designate of AURIC, and AURIC will be awarded
contract for Services subject to AURIC providing competitive industry
pricing for such Services, and subject to AURIC being able to provide the
same quality, value, and timeliness of service. Sub-Licensees granted by
GENEVA obtaining Services from competing providers or other companies will
not be unreasonably withheld by AURIC.
11. DOMICILIUM
The parties hereby choose DOMICILIUM citandi et executandi for all purposes
under this agreement at the addresses set out below, and either party may
at any time change its DOMICILIUM to any other address (not being a post
office box or poste restante) on not less than ten (10) days written notice
to such effect to the other party;
11.1 GENEVA
000 Xxxxxxxx, Xxxxx 000,
Xxxxxx Xxxxx, XX 00000
11.2 IGCO
0000 Xxxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx,
Xxxxxxx Xxxxx, XX 00000
12. NOTICES
Any notice by or to either party or to AURIC in terms of this agreement
shall be given in writing and shall be delivered by hand to a responsible
person present at or sent by prepaid registered post or facsimile
transmission to the DOMICILIUM chosen by the addressee in terms of this
agreement and whereupon it shall be deemed to have been received when so
delivered or four (4) days after being so sent.
13. NO VARIATION
No variation of, or addition or agreed cancellation to this Agreement shall
be of any force or effect unless it is reduced to writing and signed by or
on behalf of the parties.
14. GENERAL
14.1 This Agreement, including any attachments, constitutes the entire agreement
between the parties with respect to its subject matter. No agreements,
guarantees or representations, whether verbal or in writing, have been
concluded, issued or made, upon which either party is relying in concluding
this Agreement, save to the extent set out in this Agreement.
14.2 The headings appearing in this Agreement have been used for reference
purposes only and shall not affect its interpretation.
14.3 No indulgence, leniency or extension of time which a party (the "Grantor")
may grant or show to the other, will in any way prejudice the Grantor or
preclude the Grantor from exercising any of its rights in the future.
14.4 Each party shall pay all taxes (including sales and value-added taxes)
imposed on it by the Government of any jurisdiction in which such party is
doing business in respect of the sub-licenses or rights granted under this
Agreement.
14.5 If any provision of this Agreement is held to be illegal or unenforceable
for any reason, such provision shall be deemed severable from the remaining
provisions of this Agreement and shall in no way effect or impair the
validity or enforceability of the remaining provisions of this Agreement.
If any provision of this Agreement conflicts with any other provision of
any other agreement between the parties, including any confidentiality
agreement, the provisions of this Agreement shall prevail.
14.6 Nothing contained in this Agreement shall modify or effect the provisions
of the principal License Agreement between GENEVA and AURIC. Should there
be any conflict of any term or provision between such Agreements, the
AURIC/GENEVA Agreement shall be given primary definition and control. AURIC
shall remain a third party beneficiary of this Agreement.
14.7 The restricted common shares in the capital of Intergold Corporation
referred to in section 3.1 of this Agreement will be included in any share
registration process undertaken by IGCO if and when any such registration
shall occur, subject only to any regulatory authority.
14.8 This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original but all of which shall constitute one and the
same instrument.
14.9 This Agreement shall be binding upon or inure to the benefit of the heirs,
assigns, or successors in interest of each party hereto.
14.10 Each person signing this Agreement represents that he has been fully and
duly authorized to enter into this Agreement by the governing Board of each
business entity.
14.11 This Agreement shall be given reasonable interpretation and applied so far
as possible.
15. GOVERNING LAW
This Agreement and all matters arising hereunder shall be governed by, and
construed in accordance with the Laws of the State of Nevada.
16. ASSIGNMENT
IGCO may transfer or assign this Agreement with the written consent of
GENEVA and AURIC, which consent may not be arbitrarily withheld.
SIGNED by GENEVA at Bellingham, WA on the 18th day of March, 1999 in the
presence of the undersigned witnesses:
AS WITNESSES:
1. /s/ Xxxxxx Xxxxxx
2. /s/ Xxxxxxxxx Xxxxx
/s/ Xxxxxx Xxxxxxx
------------------
per:/s/ Xxxxxx Xxxxxxx, President
SIGNED by IGCO at Bellingham, WA on the 18th day of March, 1999 in the presence
of the undersigned witnesses:
AS WITNESSES:
1. /s/ Xxxxxx Xxxxxx
2. /s/ Xxxxxxxxx Xxxxx
/s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx, President
Promissory Note
WHEREAS, INTERNATIONAL GOLD CORPORATION has executed a Technology
Sub-License Agreement dated March 18, 1999 (hereinafter "the Agreement") with
Geneva Resources Inc. (hereinafter "GENEVA") whose address is 000 Xxxxxxxx,
Xxxxx 000, Xxxxxx Xxxxx, XX 00000, and as per requirements of the Agreement,
INTERNATIONAL GOLD CORPORATION hereby promises to pay in full to GENEVA the
amount of $250,000.00 (TWO HUNDRED AND FIFTY THOUSAND) U.S. Funds due and
payable upon provisions of the Agreement, such amount shall be payable at the
date that the Technology and Know-how are to be transferred from GENEVA to
INTERNATIONAL GOLD CORPORATION and INTERGOLD CORPORATION, after the date that
the development and refinement of the Precious Metals Recovery Process and Assay
Process according to BLACKHAWK ORE EXTRACTION PROCEDURES DEVELOPMENT (Level 2).
INTERNATIONAL GOLD CORPORATION hereby provides guarantee of the repayment of
these funds together with interest accrued at the rate of 3% (three percent) per
annum calculated on the average outstanding monthly balance, not in advance.
Dated at Bellingham, WA this 18th day of March, 1999.
/s/ Xxxx Xxxxxx
-------------------------
INTERNATIONAL GOLD CORPORATION
Xxxx Xxxxxx, Director
Subscribed and Sworn to before Me
this 18th day of March, 1999
In the County of Whatcom, State of Washington
[SEAL]
/s/ Xxxxxx Xxxxxx
-----------------
Notary Public (affix Seal)
Expires: 01/28/01
Promissory Note
WHEREAS, INTERNATIONAL GOLD CORPORATION has executed a Technology
Sub-License Agreement dated March 18, 1999 (hereinafter "the Agreement") with
Geneva Resources Inc. (hereinafter "GENEVA") whose address is 000 Xxxxxxxx,
Xxxxx 000, Xxxxxx Xxxxx, XX 00000, and as per requirements of the Agreement,
INTERNATIONAL GOLD CORPORATION hereby promises to pay in full to AURIC
METALLURGICAL LABORATORIES, LLC whose address is 0000 Xxxx Xxxxxxxxx Xxx, Xxxx
Xxxx Xxxx, Xxxx 00000, the amount of $250,000.00 (TWO HUNDRED AND FIFTY
THOUSAND) U.S. Funds due and payable upon provisions of the Agreement, such
amount shall be payable at the date that the Technology and Know-how are to be
transferred from GENEVA to INTERNATIONAL GOLD CORPORATION and INTERGOLD
CORPORATION, after the date that the development and refinement of the Precious
Metals Recovery Process and Assay Process according to BLACKHAWK ORE EXTRACTION
PROCEDURES DEVELOPMENT (Level 2).
INTERNATIONAL GOLD CORPORATION hereby provides guarantee of the repayment of
these funds together with interest accrued at the rate of 3% (three percent) per
annum calculated on the average outstanding monthly balance, not in advance.
Dated at Bellingham, WA this 18th day of March, 1999.
/s/ Xxxx Xxxxxx
-------------------------
INTERNATIONAL GOLD CORPORATION
Xxxx Xxxxxx, Director
Subscribed and Sworn to before Me
this 18th day of March, 1999
In the County of Whatcom, State of Washington
[SEAL]
/s/ Xxxxxx Xxxxxx
-----------------
Notary Public (affix Seal)
Expires: 01/28/01
