License Agreement Core Terms :
Exhibit
99.4
- Core
terms of the Saturn IQ Exclusive License & Royalty agreement
License
Agreement Core Terms :
| 1. |
Exclusive,
irrevocable, worldwide, transferable license, with the right
to
sublicense, to practice the methods and to make, have made, use,
offer to
sell, sell, distribute, import, export, and sell for export in
connection
with the Licensee’s business the
IP.
|
|
2.
|
The
Licensee has the right to invest in the development of the IP
and receive
license fee (royalty) discounts
accordingly.
|
|
3.
|
The
term of the License shall be 20 years from the date of the agreement
with
renewable rights
thereafter.
|
|
4.
|
The
licensed IP covers all Saturn IQ IP and Products including IQ
Confidential
and its Protection Technology
|
|
5.
|
Royalties
are payable as below with a minimum of GBP5,000 per month and
subject to
the discounts for IP
development.
|
|
(i)
|
In
relation to the existing IQ Confidential email product, the Licensee
shall
pay a royalty of 7.5% (seven and one half percent) of Net
Sales.
|
| (ii) |
In
relation to the Saturn encryption and digital rights management
technology, the Licensee shall pay a royalty of 2.5% (two and one
half
percent) of Net Sales.
|
| 6. |
Transfer
of Ownership of the IP
|
The
Licensee shall take all future responsibility for investment into and
development of the IP. In recognition of the gradual increase in
Licensee-provided content, the ownership of the IP shall transfer to the
Licensee at a transfer rate of 20% per year following the signing of this
agreement subject to a maximum ownership of 95%.
