LICENSE AGREEMENT
THIS AGREEMENT is made as of the 27 day of June, 2000.
BETWEEN:
ALCORP, an Oregon Limited Liability Corporation having a place of
business at 00000 Xxxxxx Xxxx, Xxxxxxxxx, Xxxxxx 00000
(hereinafter called the "Licensor")
AND:
BEAR LAKE RECREATION, INC., a Nevada corporation having a place of
business at 0000 Xxxxx Xxxx Xxxx Xxxx., Xxxx 000, Xxxxxx Xxxx, Xxxx
00000
(hereinafter called the "Licensee")
WITNESSETH
Whereas the Licensor represents that it is the exclusive owner of an
invention relating to the fishing industry (hereinafter "Invention" or
"NetCaddy"),
Whereas the Licensee desires to co-manufacture, co-market, and sell
the Invention, and
Whereas the Investors, including Bear Lake Recreation and participants
in Bear Lake Recreations Private Placement, et al., desire to invest
in the Licensee and to share in the profits of the Licensee.
Now, therefore, it is agreed as follows:
1. License. The licensor grants to the Licensee the exclusive nontransferable
right and license, with the right to grant sublicenses to third parties
upon terms and conditions consistent with this Agreement, under Patents
(hereinafter defined) and under Information (hereinafter defined) to
manufacture, use, market and sell the "NetCaddy" based on the Invention
throughout the United States, its territories and possessions. The
exclusive right and license herein granted shall apply to all patent
applications and letters patent, which the Licensor now owns or controls,
or hereafter during the term of this Agreement owns or controls, and which
relate to the Invention (hereinafter "Patents"), and to all information and
documents, which the Licensor now owns or controls, or hereafter during the
term of the Agreement owns or controls, and which relate to the Invention
(hereinafter "Information").
2. Representation of licensor. The Licensor represents the following:
(a) that the Licensor, has the right to grant this exclusive license, and
has not granted to any other person, firm, or corporation any right,
license, shop right, or privilege thereunder;
3. Information. The Licensor shall furnish to the Licensee, or its nominees,
all Information in the possession of Licensee. The Licensor shall not
reveal the Invention or any Information to any other person without the
approval of the Licensee.
4. Patents. All Patents and letters patent issued improvements to the
Invention conceived or reduced to practice during the term of this
Agreement shall be the exclusive property of the Licensor, subject to the
License herein granted. The Licensee shall promptly prepare, file, and
prosecute, in the name of the Licensor, but at the Licensee's expense,
Patents and applications for letters patent of the United States for all
improvements made by the Licensor during the term of this Agreement or
hereafter made by the Licensee or sublicensees. The Licensor shall, without
further consideration, at the request of the Licensee, do all acts
necessary for obtaining, sustaining, reissuing, or extending Patents or any
letters patent based on improvements to the Inventions and shall give
testimony and otherwise provide evidence in cases of interference.
5. License Year. A license year shall be a period of one year on June 1 and
ending on May 31 of the following year.
6. Royalties. The Licensee shall pay and deliver to the Licensor:
(a) $5,000 Thousand Dollars by certified check within 30 days of the
execution of this Agreement;
(b) Five Thousand of the Licensee's $0.001 par common shares, issued as
fully paid and nonassessable, to be delivered upon the execution of
this agreement;
(c) Royalties equivalent to 75 percent of the EBITDA based on or using the
Invention, Information or Patents which are manufactured by the
Licensee or its sublicensees under this Agreement. Licensee agrees
that the royalties pursuant to this Article 6, Paragraph (c) shall be
paid to Licensor for each such NetCaddy even though the Information
becomes generally available to third parties without restriction.
8. Payment of Royalties. The Licensee, and all sublicensees of Licensee under
this Agreement, shall at all times keep an accurate account of all
NetCaddy's which are the subject of this Agreement, shall render written
statements thereof to the Licensor within 30 days after the end of each
calendar quarter during the term of this Agreement, and shall pay to the
Licensor with each such statement the amount of all royalties earned during
the corresponding calendar quarter. The Licensor shall have the right, at
its own expense, to have the Licensee's books examined for the purpose of
verifying such royalty statements. In all sublicensing agreements, the
Licensee shall procure for the Licensor a similar right to have the books
of the sublicensee examined for the purpose of verifying royalty
statements.
9. Investment. The Investors shall subscribe and pay for shares of the
Licensee at $0.001 par value for $0.125 per share, for total gross proceeds
of $40,000; as outlined in the Licensee's Private Placement Memorandum.
Completion of the Licensee's Private Placement will be concurrent with the
execution of this Agreement. Failure to fully subscribe and secure funds of
$40,000, by the Licensee will negate this agreement. Failure to complete
the private placement shall not result in any liability of Licensee to
Licensor.
10. Covenants of licensee. The Licensee covenants as follows:
(a) The Licensee shall utilize best efforts to manufacture, market and
promote the NetCaddy based on the Invention and to otherwise exercise
the rights and licenses granted pursuant to this Agreement.
(b) The Licensee shall utilize the funds received from the Investors
exclusively for the purposes of manufacturing, marketing, selling, and
otherwise commercializing the NetCaddy based on the Invention and any
improvements thereto.
11. Term. This Agreement and the rights and licenses granted hereunder shall
continue until the later of the expiration of the Patent or five years from
the date first above written, subject to the following:
(a) Once the Licensee has realized EBITDA of $60,000 based on or using the
Invention, The Licensor may terminate this agreement for $5,000.
(1) Subsequent to the execution of this option under Article 11,
Section (a) of the Agreement, the Licensee will receive Royalties
from the Licensor equal to 15 percent of EBITDA for a period of
25 years. Failure to comply within the scope of Article 8 will
result in the reinstatement of this Agreement and forfeiture of
the monies paid under Article 11, Section (a).
(b) The Licensee may at any time, upon six months' written notice to the
Licensor, terminate this Agreement and the rights and licenses granted
hereunder, but without prejudice to the Licensor's right to collect
monies due or to become due under this agreement.
(c) If royalty payments to the Licensor are in arrears for 20 days after
the due date, or if the Licensee defaults in performing any of the
other provisions of this Agreement and such default continues for a
period of 20 days, or if the Licensee is adjudicated a bankrupt or
becomes insolvent, or enters into a composition with creditors, or if
a receiver is appointed for it, then the Licensor shall have the right
to terminate this Agreement upon giving written notice to the Licensee
five days prior to the effective date of termination, and if the cause
for such notice is not cured within the five days, then at the
expiration of the five days the Agreement and all rights and licenses
granted to the Licensee hereunder shall terminate, without prejudice
to the Licensor's right to collect moneys due or to become due under
this Agreement, and without prejudice to any other rights of the
Licensor.
(d) Upon termination of this Agreement for any cause, the Licensee shall
duly account to the Licensor for all royalties within ten days of such
termination, and shall immediately transfer to Licensor all rights
which Licensee all rights which Licensee may possess in sublicenses,
Patents, Information, trade names, and trademarks, relating to the
Invention, and all rights and licenses granted to Licensee pursuant to
this Agreement shall immediately terminate.
11. Infringement. The Licensee shall defend, at its own expense, all
infringement suits that may be brought against it or its sublicensees based
on or related to the manufacture, use, or sale of the NetCaddy based on or
using the Invention. In the event any information is brought to the
attention of the Licensor or Licensee that others without benefit of
license are infringing any of the rights granted pursuant to this
Agreement, Licensee shall, at its own expense, diligently prosecute all
such infringers. In any of the foregoing suits, the Licensor shall, at the
expense and at the request of the Licensee, give evidence and execute such
documents as the Licensee may require, and the Licensor may, at Licensor's
expense, be represented by counsel of its choice.
12. Notice. Any notice or payment required under this Agreement shall be
addressed as follows:
Xxxxx Xxxxxx
00000 Xxxxxx Xxxx
Xxxxxxxxx, Xxxxxx 00000
Xxxxx Xxxxxx
000 Xxxxx Xxxx Xx., Xxxxx 0000
Xxxx Xxxx Xxxx, Xxxx 00000
13. Assignment. The Licensee shall not have the right to assign this Agreement
or any rights or licenses granted to Licensee hereunder without the prior
written consent of the Licensor.
In witness whereof the parties have executed this Agreement.
/S/ Xxxxx Xxxxxx
/S/ Xxxxx Xxxxxx
