LICENSE AGREEMENT
THIS LICENSE AGREEMENT (the "Agreement") is made and entered into as of
the 4th day of April, 2000 (the "Effective Date") by and between JVWEB, INC., a
Delaware corporation ("Licensor"), and XXXXXXXXX.XXX, INC., a Delaware
corporation ("Licensee").
RECITALS:
WHEREAS, Licensor has acquired certain assets (the "Assets") pursuant
to a certain Purchase Agreement and Assignment of even date herewith between
Licensor, on the one hand, and Home Line Talk Radio, Inc., Xxx Xxxxxxx and
Xxxxxxx Xxxxxxxx, on the other hand;
WHEREAS, Licensee has developed and continues to develop a World Wide
Web site with the domain name "http//xxx.xxxxxxxxx.xxx" whose objective is to
xxxxxx communities of consumers, manufacturers, services providers and
advertisers interested in the examination, purchase, sale or offer of
home-related content, products, services or advertising ("Licensee's Web Site"),
and in this connection Licensor desires to acquire, for the License Period (as
defined below), the right and license to use the Assets in connection with
Licensee's Web Site; and
WHEREAS, Licensor is willing to grant such a license on the terms,
provisions and conditions hereinafter set forth;
AGREEMENTS:
ARTICLE X.
XXXXX OF LICENSE
Licensor hereby grants to Licensee for the License Period the right and
license to use the Assets in connection with Licensee's Web Site. Licensee
hereby acknowledges and agrees that it is not acquiring any rights with respect
to the Assets except for use in connection with Licensee's Web Site and radio
broadcasts. Licensee shall not have the right to sublicense the rights granted
to it hereunder except with the express prior written consent of Licensor, which
Licensor may grant or withhold in its sole discretion. Any sublicense of the
rights granted to Licensee hereunder in violation of this ARTICLE I shall be
null, void and without effect.
ARTICLE II.
ROYALTIES
Licensor shall be entitled to no royalties or other compensation with
respect to the license granted under ARTICLE I above.
ARTICLE III.
DUTIES OF LICENSEE
A. Licensee hereby agrees to develop, operate, maintain, and conduct
the business of, Licensee's Web Site according to regularly accepted high
standards and will use its best efforts to maintain, promote and create goodwill
for such Web site. All of Licensee's use pursuant to this Agreement of the
trademarks and tradenames comprising the Assets ("Trademarks") must be in
accordance with the reasonable specifications and quality standards from time to
time prescribed by Licensor and communicated to Licensee. Licensee hereby agrees
to consult and cooperate with Licensor, and take under serious considerations
suggestions made by Licensor, regarding the development, operation, and
maintenance of Licensee's Web Site (particularly, the content, graphics,
look-and-feel, functionality and the like of such site) all with a concern for
protecting and enhancing the value of the Trademarks. Any unresolvable
disagreement regarding the development, operation, and maintenance of Licensee's
Web Site or Licensee's use of the Trademarks (like all disagreements hereunder)
shall be submitted to arbitration in accordance with ARTICLE VIII, Section B
herein.
B. Licensee hereby agrees not to use any Assets except as
authorized herein.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
A. Licensor hereby represents and warrants that it has the right
to grant licenses of the scope herein granted.
ARTICLE V.
INDEMNIFICATION
A. Licensor shall indemnify Licensee and hold Licensee harmless from
any damages and liabilities (including reasonable attorneys' fees and costs)
arising from any breach of any agreement, representation or warranty made by
Licensor herein.
B. Licensee shall indemnify Licensor and hold Licensor harmless from
any damages and liabilities (including reasonable attorneys' fees and costs) (1)
arising from any breach of any agreement, representation or warranty made by
Licensee herein, or (2) arising out of any use of the Assets or Trademarks,
except to the extent that such use results in a claim for infringement and
Licensor actually knew that Licensee's use of the Assets or Trademarks would
result in the infringement of the rights of another person.
ARTICLE VI.
INTELLECTUAL PROPERTY RIGHTS AND PROTECTION
A. All Assets and Trademarks shall be deemed and shall remain the
property of Licensor. Licensee hereby agrees that it shall not at any time
contest anywhere in the world Licensor's ownership rights in the Assets and
Trademarks. Licensee hereby agrees that any reproductions, notes or summaries
relating to the Assets become and remain immediately upon their creation the
property of Licensor.
B. In the event that either party learns of imitations or infringements
of the Assets or the Trademarks, that party shall notify the other in writing of
the infringements or imitations. Licensor shall have the right to commence
lawsuits against third persons arising from infringement of Assets or the
Trademarks. In the event that Licensor does not commence a lawsuit against an
alleged infringer within 60 days of notification by Licensee, Licensee may
commence a lawsuit against the third party. Before the filing suit, Licensee
shall obtain the written consent of Licensor to do so, and such consent shall
not be unreasonably withheld. Licensor shall cooperate fully and in good faith
with Licensee for the purpose of securing and preserving Licensee's rights to
the Assets and the Trademarks. Any recovery (including, but not limited to a
judgment, settlement or licensing agreement included as resolution of an
infringement dispute) shall be divided equally between the parties after
deduction and payment of reasonable attorneys' fees to the party bringing the
lawsuit.
ARTICLE VII.
LICENSE PERIOD AND TERMINATION
A. The term of this Agreement (the "License Period") shall commence
upon the Effective Date and shall continue on a month-to-month thereafter until
terminated by either party hereto at any time upon prior written notice to the
other party given more than 30 prior to the end of the month with respect to
which termination is wanted.
B. Upon the termination of this Agreement, the following events
shall occur:
(1) all rights granted to Licensee under this Agreement shall
immediately terminate and revert to Licensor;
(2) Licensee shall immediately refrain from further use of any
Assets or Trademarks; and
(3) Licensee shall, as directed by Licensor, promptly destroy or
deliver to Licensor all materials then under Licensee's
control (including signs, advertising materials and catalogs)
containing any Trademark.
C. The obligations under the following provisions of this
Agreement shall survive any termination of this Agreement:
(1) the indemnification provisions of ARTICLE V;
(2) the intellectual property provisions of ARTICLE VI, Section A;
and
(3) the miscellaneous provisions of ARTICLE VIII.
ARTICLE VIII.
MISCELLANEOUS
A. Governing Law and Jurisdiction. THIS AGREEMENT HAS BEEN
ENTERED INTO IN THE STATE OF TEXAS AND SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
B. Arbitration. All disputes arising out of this Agreement shall be
submitted by either party hereto to arbitration pursuant to the rules of the
American Arbitration Association, Commercial Division, as such party's sole
remedy in this regard. Any arbitration proceeding shall occur in such location
upon which the parties may agree or (in the absence of any agreement) in
Houston, Texas.
C. Headings. The headings of the paragraphs of this Agreement
have been inserted for convenience of reference only and shall in no way
restrict or modify any of the terms or provisions hereof.
D. Severability. If any provision of this Agreement is held to
be illegal, invalid, or unenforceable under present or future laws effective
during the term hereof, such provision shall be fully severable and this
Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part of this Agreement and
the remaining provisions of this Agreement shall remain in full force and
effect and shall not be affected by the illegal, invalid or unenforceable
provision or by its severance from this Agreement.
E. Entire Agreement. This Agreement embodies the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof and supersede all prior agreements and understandings,
whether written or oral, relating to the
subject matter hereof.
F. Binding Effect. This Agreement shall be binding upon and
shall inure to the benefit of each party hereto and its
successors and assigns, but neither this Agreement nor any rights
hereunder may be assigned by any party hereto without the consent
in writing of the other party.
G. Cumulative Remedies. No remedy conferred by any of the specific
provisions of this Agreement is intended to be exclusive of any other remedy,
and each and every remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity or
by statute or otherwise. The election of any one or more remedies by any party
hereto shall not constitute a waiver of the right to pursue other available
remedies.
H. Relationships Not Created. Nothing contained in this
Agreement shall be construed to place the parties in the
relationship of agent, employee, franchisee, officer, partners or joint
ventures. Neither party may create or assume any obligation
on behalf of the other.
IN WITNESS WHEREOF, the parties have executed this Agreement in
duplicate on the date set forth above.
"LICENSOR"
JVWEB, INC.
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, President
Address: 0000 Xxxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
"LICENSEE"
XXXXXXXXX.XXX, INC.
By: /s/ Xxx Xxxxxxx
---------------------------------------------
Xxx Xxxxxxx, President
Address: #00 Xxxxxx Xxx
Xxxxxxxxxx, Xx. 00000
XXX XXXXX XX XXXXX ?
?
COUNTY OF XXXXXX ?
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxx X. Xxxxx, President of JVWEB, INC., a Delaware corporation, known to me to
be the person and officer whose name is subscribed to the foregoing instrument,
and acknowledged to me that the same was the act of the said corporation, and
that he executed the same as the act of such corporation for the purposes and
consideration therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the ____ day of April,
2000.
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Notary Public in and for
the State of TEXAS
My Commission Expires:
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THE STATE OF TEXAS ?
?
COUNTY OF XXXXXX ?
BEFORE ME, the undersigned authority, on this day personally appeared
Xxx Xxxxxxx, President of XXXXXXXXX.XXX, INC., a Delaware corporation, known to
me to be the person and officer whose name is subscribed to the foregoing
instrument, and acknowledged to me that the same was the act of the said
corporation, and that he executed the same as the act of such corporation for
the purposes and consideration therein expressed, and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the ____ day of April,
2000.
---------------------------
Notary Public in and for
the State of TEXAS
My Commission Expires:
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