EXHIBIT 10
LICENSE AGREEMENT
This License Agreement (this "Agreement") is made effective as of January 13,
2004 between Swing Plane Enterprises, LLC, of XX Xxx 0000, Xxxxxxxxx, XX 00000
and Expert Systems, Inc., of 0000 X. Xxxxxxxx Xx., Xxxxx 0000, Xxxxxxx, XX
00000.
In the Agreement, the party who is granting the right to use the licensed
property will be referred to as "SPE", and the party who is receiving the right
to use the licensed property will be referred to as "ESI".
The parties agree as follows:
1. GRANT OF LICENSE. SPE owns The Plane Stick Training System ("Plane Stick").
In accordance with this Agreement, SPE grants ESI a non-exclusive license
to sell the Plane Stick. SPE retains title and ownership of the Plane
Stick. This grant of license only applies to the following described
geographical area: North America.
2. PAYMENT OF ROYALTY. ESI will pay to SPE a royalty, which shall be
calculated as follows: $47.00 per unit plus shipping charges (at cost),
with 50% to be paid upon signing and 50 % due upon shipping.
3. MODIFICATIONS. ESI may not modify or change the Plane Stick in any manner.
4. DEFAULTS. If ESI fails to abide by the obligations of this Agreement,
including the obligation to make a royalty payment when due, SPE shall have
the option to cancel this Agreement by providing 60 days written notice to
ESI. ESI shall have the option of preventing the termination of this
Agreement by taking corrective action that cures the default, if such
corrective action is taken prior to the end of the time period stated in
the previous sentence, and is there are no other defaults during such time
period.
5. ARBITRATION. All disputes under this Agreement that cannot be resolved by
the parties shall be submitted to arbitration under the rules and
regulations of the American Arbitration Association. Either party may
invoke this paragraph after providing 30 days written notice to the other
party. All costs of arbitration shall be divided equally between the
parties. Any award may be enforced by a court of law.
6. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of
the parties. Neither party shall have the right to assign its interests in
this Agreement to any other party, unless prior written consent of the
other party is obtained.
7. TERMINATION. This Agreement may be terminated by either party by providing
60 days written notice to the other party. This Agreement shall terminate
automatically on January 01, 2007.
8. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other
agreement whether oral or written. This Agreement supersedes any prior
written or oral agreements between the parties.
9. AMENDMENT. This Agreement may be modified or amended, if the amendment is
made in writing and is signed by both parties.
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Exhibit 10
License Agreement - continued.
10. SEVERABILITY. If any provision of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provision
of this Agreement is invalid or unenforceable, but that by limiting such
provision it would become valid and enforceable, then such provision shall
be deemed to be written, construed, and enforced as so limited.
11. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or
limitation of that party's right to subsequently enforce and compel strict
compliance with every provision of this Agreement.
12. APPLICABLE LAW. This Agreement shall be governed by the laws of the State
of Arizona.
Licensor:
Swing Plane Enterprises, LLC
By: /s/ Xxxx Xxxxxx
----------------------
Xxxx Xxxxxx
President-CEO
Licensee:
Expert Systems, Inc.
By: /s/ Xxxxxxx Xxxxxx
------------------------
Xxxxxxx Xxxxxx
President
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