AMENDMENT A
TO THE
BPV LICENSE AGREEMENT
Made between Xxxxxx Xxxx Xxxxxx (XXX), acting for himself individually and
as majority Partner of BPV Partners (PART), holders of his pertinent patent
rights:
and
Xxxxx Technology Licensing incorporation (TTL) by its Chief Executive
Officer, Xxxx X. Xxxxx;
and
WHEREAS item 13g of the BPV License Agreement requires any amendment to
said Agreement must be in writing and signed by the Party or Parties to be bound
thereby.
Therefore, RAJ, PART and TTL now desire to amend the BPV License Agreement,
item 6a "Royalties", as follows:
6. Royalties
a TTL will pay Advance Royalty to PART in the amount of thirty-six
dollars ($36.000) payable in quarterly payments of nine-thousand
dollars ($9,000) with the first such payment due immediately upon
execution of this Amendment and the remaining payments to be made
during the months of February, May and August. 1998. The $36,000 shall
be recoverable by TTL by being creditable against whatever Running
Royalty may become due for BPV transaction within the Initial Period,
and to be so credited at the rate of one-half (1/2) of the Running
Royalty due for each royalty accounting period thereof TTL shall issue
to PART 25 000 of its Common Shares and said Common Snares shall be
fully earned upon issuance.
All other Provisions of the BPV License Agreement remain without any change
whatsoever.
Further, the Parties hereto agree this modification shall remain in effect
until such time as TTL, receives a minimum of $300,000 through the private sale
of TTL common shares.
IN WITNESS WHEREOF. the Parties have caused this Amendment to be signed,
sealed and attested by persons duly authorized so to do, as of November 3, 1997.
RAJ & PART TTL
S/S XXXXXX X. XXXXXX S/S XXXX X. XXXXX
Xxxxxx X. Xxxxxx Xxxx X. Xxxxx
Attest: S/S XXXXXXX X. XXXXXXX Attest: S/S XXXX XXXXXX
Xxxxxxx X. XxXxxxx Xxxx Xxxxxx, Vice President
(44)
BPV LICENSE AGREEMENT
THIS AGREEMENT, Effective This 3rd Day of November. 1997, Made Between:
Xxxxxx Xxxx Xxxxxx, 0000 Xxxxxxxxxx Xxxxx, Xxxxxxx, XX 00000, where RAJ],
acting for himself individually and as majority Partner of BPV Partners [here
PART], holders of his pertinent patent rights;
and
Xxxxx Technology Licensing Incorporated, Xxxxx 000, 000 Xxxx Xxx Xxxxx,
Xxxxx, XX 00000, [here TTL], by its C.E.O., Xxxx X. Xxxxx;
WITNESSETH THAT
WHEREAS RAJ for some years past has been developing and disclosing, as in
patents and technical papers, what he calls Balanced Pistons Valve (BPV)
Technology; wherein he has received U.S. Patent 5,309,934 for Balanced Piston
Fluid Valve; and Patent 5,421,358 for Fluid Valve Mechanism and Valving Method;
and has a half dozen BPV foreign patent applications pending; AND
WHEREAS TTL is a new development stage company formed to engage in
developing market-ready technological products and services protected by
intellectual property rights, especially patents, by application of a systems
approach to identifying, funding, developing and marketing technological
products and services; AND
WHEREAS RAJ and TTL are jointly interested in undertaking together a joint
effort at designing, manufacturing, selling, or otherwise commercializing BPV
valves, as by a License Agreement that provides for RAJ to introduce TTL to the
technology and to authorize TTL to make and to commercialize BPV valves, at an
agreed royalty, so long as both Parties perform in accordance with this
Agreement;
NOW, THEREFORE, RAJ and TTL, intending to be legally bound, agree to
undertake designing, manufacturing and selling or otherwise commercializing BPV
valves, upon the following terms and conditions:
1.Definitions
a."Licensed Know-how" means unpatented proprietary technical, professional, or
commercial information disclosed to TTL by RAJ, and useful in designing,
making, or using Licensed Products or performing Licensed Services.
b."Licensed Patent" means any patent (or disclosed patent application) licensed
to TTL herein and containing a claim defining the appearance, composition,
design, manufacturing, structure, operation, or use of a valve or
valve-related subject matter, insofar as owned or licensable by RAJ or PART
(BPV Partners), and so licensed to TTL in or for the License Territory.
c."Licensed Product" means any apparatus whose appearance, composition, design,
manufacturing, structure, operation, or use embodies any Licensed Know-how,
is defined by a claim of a Licensed Patent or disclosed patent application
and/or would infringe a Licensed Patent in the absence of this License
Agreement, or displays or is commercialized by a Licensed Trademark.
d."Licensed Service" means any designing, making, specifying, or any
instruction, leasing, or performance of other services relating to any
License Product for, to, or with a customer or other Party, whether for
compensation or not.
e."Licensed Specification" means any requirement or standard identified by RAJ
to TTL relating to composition, design, manufacturing method, structure,
workmanship and/or resulting appearance, form, identity, quality, or
presentation of a Licensed Product or a Licensed Service.
f."Licensed System" means any assembly of a Licensed Product, with or without
other valves or with whatever accessories, articles, materials, etc.
g."Licensed Trademark" means BP, BPV, BASCULE, or other word and/or design--used
with or without any other word and/or design, in or as a brand name for
Licensed Products or Licensed Services or Licensed Systems.
h."Improvement" means any substantial change in any foregoing BPV defined item
(a to g) during this Agreement, whether made by RAJ or by TTL, or both, or
otherwise owned and/or licensable by either of them to the other, as more
fully considered below.
i."License Term" means the duration of this Agreement, as follows: (i) an
Initial Period, beginning on the aforesaid effective date with a Startup
Time ending on 2 November 1998, and continuing, if TTL so elects, to the
end of the year 2000; and (ii) further continuing (at TTL's advance notice
of election to do so) for one or more successive Renewal Periods of three
(3) calendar years, noted further below.
(45)
j."License Territory" means worldwide.
k."Startup Time" means the time period from the beginning of the Initial Period
of this Agreement on the identified effective date, to end on 2 Nov. 1998.
2.License and Sub licenses
a. RAJ hereby grants to TTL, for the License Term only, an indivisible,
non-assignable right and license to make, use, lease, sell, and otherwise
practice commercially the defined Licensed subject matter. [See next page
for sublicensing.]
b. So long as TTL is in good standing under this Agreement, this grant is to
be exclusive, meaning that neither RAJ nor PART will grant any third Party
a similar license in the License Territory, except to Parties with whom RAJ
has or may have an ongoing obligation, as noted in the Appendix hereto.
c. TTL shall have the right to apply any Licensed Trademark to Licensed
Products and other components approved by RAJ and sold by TTL for
construction of Licensed Systems, but TTL shall use Licensed Trademarks
only in accordance with acceptable trademark practice and subject to the
provisions of this Agreement.
d. TTL customers will have an implied sublicense to assemble Licensed Products
into Licensed Systems, with or without other components.
e. Having elected to continue hereunder until at least the end of the Startup
Time, TTL may grant sublicenses, contingent upon TTL's retention of its
license under this Agreement, whereupon TTL will become and remain
obligated to share equally (50/50) with PART all royalties accruing from
each such sublicensee and to report and pay the same to PART as provided
for TTL's license royalties (sublicense royalties being excluded from the
revenue base for license royalty computation).
f. Each such sublicense granted by TTL shall be upon terms and conditions of
Running Royalty not significantly more favorable to the sublicensee than
the terms and conditions of the present License Agreement are to TTL,
excepting only if TTL shall have disclosed the proposed sublicense to PART
in advance and have received PART's express written approval of such more
favorable terms/conditions.
g. Each sublicense granted by TTL under this Agreement will provide expressly
that it is so granted and that--in the event that TTL should discontinue
its license hereunder or its license otherwise become terminated-the
sublicensee will become a licensee of PART by substitution for TTL, unless
prohibited by law.
h TTL will share equally with PART in the cost of protecting PART's
intellectual property rights, including applying for, obtaining, and
maintaining applicable patents and trademarks therein, including patents
for any Improvements.
3.License Term
a. The Initial Period begins on the effective date of this Agreement and will
extend at least to the end of the Startup Time, when it will terminate if
TTL fails to notify RAJ or PART in writing at least thirty (30) days
theretofore that TTL elects to continue for the rest of the Initial Period;
such election will extend the Initial Period to end on 31 December 2000,
subject to TTL election of a Renewal Period.
b. Unless sooner terminated, the License Term may continue for a succeeding
Renewal Period, from the end of the Initial Period or of any Renewal
Period, at the election of TTL if then in good standing; such election to
be made by TTL giving written notice to RAJ, within the last calendar
quarter of any Period, of intention to continue this Agreement for a
succeeding Renewal Period, beginning on the first day of January of the
next year and continuing for three (3) more years.
c. The License Term shall continue from Period to Period so long as TTL timely
renews, or until RAJ gives TTL notice that TTL is no longer in good
standing because of a specified breach or default of one or more of TTL's
obligations under this Agreement; TTL shall have the right to remedy any
such breach or default within forty-five (45) days thereafter or by the due
date of the next quarterly report by TTL (whichever is later) to return to
good standing as to such breach or default.
d. Obligations of this Agreement that are indicated as surviving beyond the
end of a Period or of the License Term shall continue for such time period
as may be lawful, despite notice by either Party to the other of an
election to discontinue either Party's Participation in or under this
Agreement.
e. The Term of this Agreement, if not sooner ended by the act of a Party or
the operation of law, shall end upon expiration of the last to expire of
the Licensed Patents, except as TTL is using a BPV trademark, or otherwise
as set forth below.
(46)
4.Confidentiality
a. To the extent that TTL receives Licensed Know-how, or either Party becomes
aware of other proprietary information from the other Party via their
relationship pursuant to this Agreement, each recipient of such information
will hold it in confidence so long as the other Party effectively treats it
as confidential, except as specific information becomes public knowledge
otherwise than by or from TTL.
b. The Parties will ensure that their personnel sign Confidentiality and/or
Non-Competition Agreements in customary form or otherwise as may reasonably
be required by either Party; moreover, if disclosure thereof to suppliers
is desirable to assure satisfactory nature or quality of materials or
methods for BPV valves, specific suppliers must first have like agreements
with their employees.
c. The foregoing obligation to keep proprietary information confidential and
to safeguard it within the organization of a Party will survive any
termination of this Agreement to the extent that such information is not
common trade knowledge.
5. Startup Time
a. TTL will provide facilities, equipment, and resources for BPV design,
development, and marketing purposes during the Startup Time in order to
enable the first valves to be assembled, operated, tested, and (as soon as
feasible) to be demonstrated to prospective customers, investors, and other
interested persons.
x. XXX will provide BPV Licensed Know-how to TTL from time to time as may be
appropriate and will Participate regularly as a technical consultant upon
BPV design, development, testing, and marketing-as TTL may deem desirable.
6.Royalties
a. TTL will pay Advance Royalty to PART in the amount of Thirty Six Thousand
Dollars ($36,000) at the signing of this Agreement, to be recoverable by
TTL by being creditable against whatever Running Royalty may become due for
BPV transactions within the Initial Period, and to be so credited at the
rate of onehalf (1/2) of the Running Royalty due for each royalty
accounting period thereof.
b. If TTL elects to continue beyond the Startup Time, additional Advance
Royalty will become due and payable by TTL to PART as follows:
(i) Fifty Thousand Dollars ($50,000) in January 1999, and
(ii) Seventy-Five Thousand Dollars ($75,000) in January 2000.
c. After each complete calendar quarter of operations, Running Royalty will
become due and be payable by TTL to PART in the first month of the next
calendar quarter based upon TTL's total BPV revenue during that preceding
calendar quarter, from commercialization of all BPV Licensed
Products/Services/Systems, whether received from lease, sale, service, or
otherwise (sublicensing excluded).
d. The Running Royalty rate is Six Percent (6%) of TTL's total revenue
received from commercialization of BPV Technology by commercialization of
Licensed Products, Services, Systems, whether by lease, sale, service or
otherwise.
e. The total Running Royalty due and paid for the quarters of any given
calendar year of a Renewal Period will be credited in full against targeted
Minimum (not maximum) Annual Royalty for that entire calendar year of that
Renewal Period.
f. MinimumAnnual Royalty becomes due for each entire calendar year of any and
all Renewal Periods of this Agreement, in the amounts stated below:
First Renewal Period: Second and Any Additional Renewal Periods
(2001) First Year: $100,000 (2004) 4th Year and each year thereafter
(2002) 2nd Year: $125,000 $200,000
(2003) 3rd Year: $150,000
g. RunningRoyalty accrues upon invoice, lease, sale, or service by TTL but
shall not be payable until thirty (30) days thereafter or upon TTL's
receipt of payment therefor (whichever occurs first), and shall be without
any deduction from TTL's actual total revenue therefrom, except for
customers' related costs (such as insurance, shipping, or taxes) and then
only if so itemized on the invoices to them.
h. Running Royalty payable for any given month becomes due at the end of the
then current calendar quarter, and shall be paid during the first month of
the next calendar quarter, or will become overdue on the first day of the
next month. i
(47)
i MinimumAnnual Royalty in excess of Running Royalty accrued and paid for a
given year becomes due and payable during January of the next calendar year
and becomes overdue on the first day of February of that year.
7. Payments and Reports
a. TTL will report to BPV Partners (PART), c/o Xxxxxxx X. XxXxxxx (CAM) Xxxxx
000, 000 Xxxxxxxx Xxxxxxxxx, Xxxxx, XX 00000, all Running Royalty for each
calendar quarter of the License Term during the first month of the next
ensuing calendar quarter, may include with each such report full payment of
royalty due for (and reported for) the preceding quarter's operations, will
include in the report for the fourth (4th) quarter of each calendar year an
itemization by major customers and a listing of Running Royalty accrued and
payable or paid for each quarter in that year .
b. Quarterly and annual royalty reports will be signed and be certified as
accurate and complete by an authorized officer of TTL; all such reports and
all royalty payments will be sent, together or separately, to BPV Partners,
as above, and at year end will include explicit comparison with the Minimum
Annual Royalty target for that year, and be accompanied by payment of any
deficiency of the year's Running royalty paid relative to the Minimum
Annual Royalty due for that year.
c. TTL will keep accurate and complete records of all business done pursuant
to this Agreement and will make such records available to RAJ and to PART,
no more than two (2) persons at once, for inspection during regular
business hours, upon at least three (3) business days' advance notice, to
determine Royalties accrued and paid or unpaid, and any other information
due hereunder.
d. Refusalby TTL to report or to pay Royalty, or to maintain or make available
records of business done hereunder, will forfeit TTL's good standing under
this Agreement if not remedied within thirty (30) days, unless limited to
non-payment of money, which may be remedied within forty-five (45) days or
by the due date of the next quarterly report, whichever is later.
8.Improvements
a. Any new composition, design, product, or service conducive to third-party
competition with Licensed Product or Licensed Services, invented or
otherwise coming under the control of either Party during the License Term,
is deemed an "improvement"--and such Party will disclose the same to the
other Party promptly and in enough detail to enable the other Party to
elect whether to have such Improvement included hereunder.
b. As to any such Improvement by either Party, either Party may elect to have
such Improvement included hereunder, within three (3) months after first
knowledge thereof, without change in Royalty, by promptly notifying the
other Party of an election to do so; and the Party that made or acquired
such Improvement need do no more if both Parties fail to elect to include
the Improvement.
c. The originating Party of an elected Improvement that appears possibly
patentable--after a competent prior art search-will file and prosecute a
patent application thereon, and may discontinue prosecuting it or
maintaining any resulting patent, but only after giving the other Party
notice of such intention plus ample opportunity to take such (or
equivalent) action at its own sole future discretion and expense.
d. If either Party so elects to have any given Improvement included under this
Agreement, the electing Party by doing so will become obligated to pay
one-half (1/2) the expense of undertaking to patent it within the License
Territory, whereas the other one-half (1/2) of any such patent expense will
be the obligation of the originating Party, whether or not the electing and
originating Parties are the same, except that if TTL elects not to
Participate in the payment of an Improvement made by RAJ to be included,
TTL shall not be obligated to do so.
e. If the Parties have joint inventorship/ownership patent rights in an issued
Improvement patent, the Parties will share equally the related ownership
rights and expenses--including any official patent maintenance fees. The
Parties need not exercise Improvement patent rights, except as this
Agreement may provide, nor need either Party account to the other Party for
any lawful activity regarding such patent rights outside this Agreement.
f. The Parties recognize that well-based differences may arise with regard to
origination of any given Improvement and that as to U.S. patents the
determination of inventorship and of patentability is exclusively within
the jurisdiction of the U.S. Patent and Trademark Office and the Federal
Courts. Unless the Parties are/have joint inventors--or successor(s)
thereto--and hence are joint owners, they specifically agree that for any
Improvement patent application and for any resulting patent for an
Improvement elected by either Party to be included hereunder, regardless of
inventorship, the Improvement originating or otherwise acquiring Party will
grant to the other Party (if that other Party so elects) an unrestricted
paid-up (free) license to practice the Improvement for the License Term, if
such practice of it would not violate any non-elected prior patent of the
grantor-licensor.
(48)
g. Each Party's foregoing Improvement rights are executory in nature,
including the right to be informed of any Improvement by the other Party,
and to elect an Improvement for inclusion hereunder (or not), and including
rights to ongoing prosecution of patent applications and maintenance of
patents by an originating Party of an elected Improvement, and receipt of
license or ownership rights thereunder.
9.Infringement Rights
a. As of the effective date of this Agreement, TTL acknowledges that the
exclusive ownership of the initially Licensed Know-how, the Licensed
Patents, and the Licensed Trademarks is in RAJ or in BPV Partners, and is
not at all in TTL.
b. In the event that TTL's commercialization of any Licensed Product, Licensed
Service, or Licensed System is accused of infringing a proprietary right of
any third Party, the Parties will cooperate in attempting to avoid such
infringement or to prove lack of infringement, and so long as TTL's license
hereunder is exclusive to the extent set forth above, each Party will have
the right and obligation, to defend or assist in defending against any
infringement action brought by a third Party, and shall have also the
obligation to pay one-half (1/2) of the costs of doing so, except as either
Party may voluntarily pay more thereof incidental to Participation therein.
c. Neither Party will be liable to the other Party if unable or unwilling to
continue this Agreement because of such infringement of third-Party rights,
and in that event TTL will cease commercializing Licensed Products,
Licensed Services, and Licensed Systems, and TTL will relinquish its rights
hereunder in that event, and thereby terminate its Royalty and attendant
obligations to RAJ and BPV.
d. In the event that the activities of any third Party are asserted (or
other-wise appear) to infringe an intellectual property right licensed to
TTL hereunder, the Parties will cooperate in attempting to ascertain and to
xxxxx such infringement. So long as TTL's license hereunder is exclusive to
the extent set forth above, TTL will have a prior right, but not an
obligation, to xxxxx such infringement, whether by litigation or otherwise,
subject to paying all the costs of doing so other than such costs or
expenses as RAJ may voluntarily pay incidental thereto or to Participation
therein. Any moneys recovered from a third-Party infringer will be retained
by the Party(ies), pro-rated to their expenditures, whose action(s) had
such result.
e. If third-Party infringement is not abated, TTL may elect to continue as a
non-exclusive licensee under this Agreement as its sole remedy, or
alternatively TTL may discontinue its license and cease royalty payments as
its sole remedy.
1O.Assurances
a. RAJ assures TTL of RAJ's origination of the inventions in his Licensed
Patents/Patent Applications, but RAJ cannot guarantee TTL of RAJ's
invention priority or patent validity.
x. XXX warrants ownership (joint with CAM as BPV Partners) of the Licensed
Patents and Licensed Trademarks, in the specific sense that RAJ has no
reason to believe that any third Party has any right to prevent either RAJ
or TTL from practicing any Licensed Invention, or from using any Licensed
Trademark, as provided in this Agreement, but RAJ cannot and does not
warrant such practice or usage as non-infringing of third-Party rights.
x. XXX will instruct and/or assist TTL personnel in design, manufacturing,
quality standards, testing, distribution, marketing, and sale, as well as
proper marking, of Licensed Product and Licensed Systems, and RAJ will
provide Licensed Know-how in doing so, as may be applicable.
x. XXX (and BPV Partners) will have no liability whatever to TTL for TTL's
actions or inactions under this Agreement, and TTL will save RAJ (and BPV
Partners) harmless against any liability to third Parties-whether based
upon agency, contract, negligence, product liability, or other basis-for
any claim based on action or inaction of TTL relating to Licensed Products,
Services, or Systems.
11.Product Marking
a. TTL will xxxx on Licensed Products (or containers) each patent number
applicable thereto upon being advised thereof by RAJ.
b TTL will display a Licensed Trademark (if elected) on ail Licensed Product
and in advertising copy, brochures, and publications by or for TTL about
Licensed Product. TTL will not use any Licensed Trademark in or as a trade
name (i) if not elected, or (ii) if elected, after TTL discontinues (or
other termination of) TTL's license under this Agreement. Product Marking.
c. TTL will provide access for RAJ, at agreed times, to all Licensed Product
to enable RAJ to ascertain that the nature and quality thereof meet
standards required by trademark law of products bearing a Licensed
Trademark.
(49)
d. TTL will not make any material change in materials, production methods, or
otherwise that might affect the nature or quality of any BPV product or
service, without advance notice to RAJ and ample opportunity for RAJ to
confirm compliance of such product or service with applicable quality
standards-or not.
e. TTL will provide representative specimens of each Licensed Product or
Licensed Service or Licensed System label and advertising copy, and of each
product or service brochure, before publication thereof, to enable RAJ to
assure that they meet accepted trademark usage standards.
f. TTL will not manufacture, sell, or distribute any Licensed Product that
does not meet RAJ's quality standards, nor distribute any product
literature that does not meet accepted trademark usage standards.
g. If TTL elects to use one or more Licensed Trademark(s), TTL will display
one thereof on each container of Licensed Product made by or for it, and in
all Licensed Product advertising copy, product brochures, press releases,
and publications by or for TTL about Licensed Product plus the generic name
of the goods, together with occasional notice that such Trademark is the
property of BPV Partners.
12. Termination
a. During the last calendar quarter of the Initial or any Renewal Period, TTL
may notify RAJ of TTL's election to continue the Agreement for a Renewal
Period, to begin at the end of the then current Period; or, by failing to
do so, TTL will terminate its rights under this Agreement, whereupon TTL
will be obligated to discontinue its Participation in licensed activities
by the end of the existing Period, except as the Parties otherwise agree as
embodied in a signed written agreement.
b. Upon termination, TTL will refrain from exercising thereafter any right it
had by license hereunder, such as practicing the invention of any
previously Licensed Patent, or using a licensed Trademark or confusingly
similar expression.
c. Whenever TTL is not in good standing hereunder, RAJ may render TTL's
license wholly non-exclusive, or if it is already non-exclusive for a prior
breach or default RAJ may terminate TTL's rights hereunder, in the absence
of specific curative provisions for TTL's breach or default, or if TTL has
had specified opportunity to comply with such a curative provision and has
not done so.
d. If either Party becomes, or would become, disabled-as by the other Party's
choosing, or being subjected to, an act or a procedure for relief of
debtors from enforcing compliance with a given executory obligation of the
other Party hereunder (e.g., compliance with standards, action with regard
to infringers, offer of Improvements) the thus disabled Party may deem this
Agreement and the license and other rights of the other Party hereunder
terminated ipsofacto.
e. No inaction or overlooking by RAJ of any condition or provision of this
Agreement or of any breach or default thereof by TTL shall be deemed to
imply or to constitute a future waiver of any similar breach or default of
the same or other condition/provision.
13.Miscellaneous
a. If any one or more provision(s) or effect(s) of this Agreement should prove
to be invalid or unenforceable, and the Agreement be otherwise valid and
enforceable, the invalid or unenforceable provision or portion thereof will
be severed, and the remainder of the Agreement be and remain valid and
enforceable to the fullest extent permitted by applicable law.
b. This License Agreement is made for the benefit of the Parties, their heirs,
successors, and assigns, and any other person or legal entity named in any
provision hereof, and not made to give any named person or legal entity any
right of action whatever.
c. Each statement made in this Agreement is deemed material, and each Party is
entitled to rely, and deemed to have relied, upon the truth and correctness
thereof in entering into this Agreement.
d Each Party acknowledges that he(it) has received advice of independent
counsel of choice as to the inducements, provisions, and terms of this
Agreement, and their effect, whereupon entering into this License Agreement
is each Party's free and independent act.
e. This Agreement is to be governed by Federal law to whatever extent a
proprietary right granted by the United States is involved, and otherwise
by Florida law, except as activities of a Party in any other State render
that other State's law applicable.
f. Notice to be given under this Agreement will be in writing and be addressed
to the other Party at the address of such Party hereinabove, unless such
address has been superseded by like notice, whereupon the latest noticed
address thereof is to be used. Notice will be effective when delivered to
the addressee, or-if not a change of address--when sent by Express or
Registered Mail so addressed.
(50)
g. This Agreement sets forth the entire intent and understanding of the
Parties with regard to the subject matter hereof, and merges any prior
negotiations or agreements by the Parties as to such subject matter, and no
addition, deletion, or other modification of the wording hereof may be made
except in writing subsequent hereto and signed by the Party or Parties to
be bound thereby.
IN WITNESS WHEREOF the Parties have caused this Agreement to be signed,
sealed, and attested by persons duly authorized so to do, as of the date first
stated hereinabove.
RAJ & PART: TTL
S/S XXXXXX X XXXXXX (SEAL) S/S XXXX X. XXXXX (SEAL)
Xxxxxx X. Xxxxxx Xxxx X. Xxxxx/President
Attest: S/S XXXXXXX X. XXXXXXX Attest: S/S XXXX XXXXXX
Xxxxxxx X. XxXxxxx Xxxx Xxxxxx, Vice President
APPENDIX
Ongoing Negotiation
Prospective Consultant - to Maxon Corporation, Muncie, Indiana
Prior Commitment
Consultant - to Magnatrol Valve Corporation, Hawthorne, New Jersey
(51)
