LICENSING, DEVELOPEMENT AND MARKETING AGREEMENT
THIS AGREEMENT dated for reference February 1st 2001
BETWEEN:
SEDONA SOFTWARE SOLUTIONS INC., a body corporate, duly
incorporated under the laws of the State of Nevada and
having an office at 000 - 0000 Xxxxxx Xxxxxx, Xxxxxxxxx,
X.X., X0X 0X0
("Sedona")
OF THE FIRST PART
AND:
MARKATECH INDUSTRIES CORPORATION, a body duly incorporated
under the laws of the Province of British Columbia, Canada
and having an office at 000 Xxxx 00xx Xxxxxx, Xxxxxxxxx,
X.X., X0X 0X0
("Markatech")
OF THE SECOND PART
WHEREAS:
A. Markatech is the developer and owner of all ownership
interest right and title to the Autonet Parking Ticket
Violation Management System ("Autonet")'
B. Markatech has granted to Sedona the privilege to
conduct a review of documentation with regard to Autonet.
C. Markatech has granted Sedona the option to purchase all
of Markatech's right title and interest in and to the
programs, documentation and know-how.
D. Markatech has agreed to license to Sedona the world-
wide exploitation rights to Autonet
E. Markatech has agreed to conduct ongoing development and
testing of the programs, hardware, documentation and know-
how of the Autonet system in accordance with the terms and
conditions set out herein.
F. Markatech has agreed to assist Sedona in the marketing
and commercial exploitation of the Autonet technology.
NOW THEREFORE in consideration of the premises and
mutual convenants contained herein and other good and
valuable consideration (the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. INTERPRETATION
1.1 Definitions: in this Agreement, unless the context
clearly requires otherwise, the following words and phrases
shall have the following meanings:
a) "Agreement" means this Development Agreement
and all Schedules hereto, and all amendments and
addendum hereto.
b) "Autonet Technology": means, collectively, the
Autonet Software, Hardware, Documentation, and
Know-How.
c) "Development Technology" means advances,
refinements and modifications of the Technology
developed by or for Markatech pursuant to this
Agreement.
d) "Documentation" means the system and user
documentation and any other subsequent additions
hereto regarding any and all aspects of the
Software and the Hardware, and including but not
limited to the documentation referred to in this
Agreement.
e) "Hardware" means all electronic computing
devices and related devices such as electronic
display devices and printers and all radio-
communication devices designed to facilitate
communications between computing devices.
f) "Intellectual Property Rights" means all world-
wide patent, copyright, trade-xxxx, industrial
design, business methods, trade secrets,
integrated circuits topography, and other
intellectual property rights of any kind
whatsoever, including without limiting the
generality of the foregoing, the copyrights to all
source code for the "Software"' and all supporting
files and all HTML, CGI Script, C+ code, Dbase
code, and GIF's and other Image files associated
with the Software.
g) "Know-How" means all of Markatech's expertise,
practice experience, skill and technical knowledge
of industrial or commercial significance in
connection with the Software, the Hardware and the
Documentation and all unpateneted trade secrets,
inventions, manufacturing methods, processes,
techniques, specifications, technical and clinical
data owned or acquired by and in the development,
testing , creation, use of , and commercial
exploitation of the Software, the Hardware, and
the Documentation, whether or not embodied in any
written instrument.
h) "License" means the right to commercially
exploit Autonet Technology on a world-wide basis.
i) "Object Code": means the set instructions for
carrying out the tasks to be performed by a
software program expressed in machine readable
form and commonly understood in the software
industry as constituting object code.
j) "Person" means an individual, a corporation, a
partnership, a trust, and unincorporated
organization, or a government agency or
instrumentality.
k) "Program Fee": has the meaning set out in
paragraph 2.3
l) "Software": means the Object Code and Source
Code versions of the Software.
m) "Source Code" means human readable code
representing any present or future version of the
Software which is fully compatible with the Object
Code version thereof, and provided in such a
format the with all related Documentation as would
be sufficient to allow an experienced programmer
to understand, modify, and maintain the Source
Code and the Software, the specifications for the
software, data dictionaries, entity relation
diagrams and operating procedures.
2. LICENSE
2.1 License: Markatech hereby grants to Sedona the
exclusive right to the commercial exploitation of the
Autonet Technology on a world-wide basis subject to
marketing rights retained by Markatech pursuant to
paragraphs 4.1 and 4.2 of this Agreement.
2.2 License Term: The term of the License shall
commence forthwith upon the execution of this agreement and
shall expire at midnight on October 1, 2001.
2.3 License Fee: In consideration of this License,
Sedona shall pay Markatech a fee of $10US due upon the
execution of this Agreement.
2.4 Cancellation of License: This License shall be
terminated by Markatech forthwith and without notice and
without remedy of default should the Option Agreement dated
April 30, 2000 between the parties hereto fail to remain in
good standing throughout the term of this Agreement.
3. DEVELOPMENT TECHNOLOGY
3.1 Development Technology Program: Markatech hereby
agrees to undertake on behalf of Sedona a program of
Development Technology (the "Program")
in order to evaluate the suitability of the incorporation of
developing technology into the Autonet Technology and which
technology includes without limiting the generality of the
foregoing G3 wireless communications technology, Internet based
Application Server Software technology and the incorporation
newly developed lightweight, robust hand-held Hardware
devices.
3.2 Program Term: The Program shall commence forthwith
upon the date first noted above and shall terminate on
February 1, 2002, unless extended by a written agreement
between the parties hereto.
3.3 Program Fee: In consideration of this Agreement,
Markatech shall be entitled to a fee of $48,000 US. Payment
shall consist of a payment $4,000 US due upon the execution
of this Agreement and the balance payable by way of monthly
payments of 5% of gross revenues received by Sedona with
respect to all Development Technology leased or sold,
commencing upon the last day of the first month subsequent
to the month of the exercise of the Option Agreement. Upon
the expiration of this Agreement, all outstanding amounts of
the Program Fee shall become due and payable.
3.4 Delivery of the Development Technology: The
Document Review and Option Agreement, dated April 30, 2000
between the parties hereto notwithstanding, all right,
title, and interest in the Development Technology shall
remain the property of Markatech until such time as the
Program Fee is paid in full. For as long as this Agreement
is in good standing, Sedona shall have the right to
incorporate the Development Technology into Autonet
products.
3.5 Waiver of Moral Rights: Markatech hereby
irrevocably waives all moral rights which Markatech has, or
will acquire pursuant to this Agreement in all copyrighted
works embodied in the Development Technology, including
without limitation, the right to be associated with all such
works as an author or co-author, the right to remain
anonymous, the right to control, limit or prohibit the
public display of such works, the right to restrain the use
of such works in association with any product, service,
cause or institution and the right to bring an action
against Sedona for such acts
4 MARKETING
4.1 Autonet Marketing: Until such time as the Development
Fees referred to in paragraph 3.2 are paid in fully,
Markatech shall have the exclusive right to act as Sedona's
agent for purposes of marketing the Autonet Technology and
the Development Technology to those persons listed in
Schedule A , "Markatech Autonet Contacts" attached hereto,
and Markatech shall have the non-exclusive right to act as
Sedona's agent for purposes of marketing Autonet Technology
and Development Technology to all other persons on a world-
wide basis, and thereafter Markatech may continue to act as
Sedona's agent for purposes of marketing the Autonet
Technology and the Development Technology under terms and
conditions and for fees which Sedona at its sole discretion
may from time to time determine.
4.2 Marketing Fees: Prior to the payment in full of the
Development Fee, Markatech shall be entitled to a sales
commission of 12% of all Autonet Technology and Development
Technology products sold or leased as a consequence of the
marketing efforts of Markatech.
5 REPRESENTATIONS AND WARRANTIES
Markatech represents and warrants as follows to Sedona and
acknowledges and confirms that Sedona is relying on the
representations and warranties given herein by Markatech in
connection with this Agreement.
5.1 Ownership: Markatech will remain the sole legal and
beneficial owner of all right, title and interest in and to
the Development Technology and shall maintain the
unrestricted right and authority to transfer all such right,
title and interest to Sedona on the terms and conditions
contained herein.
5.2 Status: Markatech is duly incorporated under the laws
of the Province of British Columbia and is in good standing
with respect to the corporate laws of the Province of
British Columbia.
5.3 Licenses/Encumbrances: Markatech shall not license, or
sub-license, assign, charge, encumber, hypothecate, pledge
as security, sale, grant an option over, or otherwise
dispose of any of its right, title and interest in and to
the Development Technology, or any part thereof, to any
other Person, nor shall it agree to do so, nor shall commit
any other acts or grant any other prior rights that could
affect the validity of, conflict with, or restrict the
transfer of the Development Technology as contemplated in
this Agreement.
5.4 Schedule A Complete. Schedule A sets out a complete
list of all of the contacts of Markatech to which Markatech
has the exclusive right to act as Sedona's agent for
purposes of marketing the Autonet Technology and the
Development Technology.
6 FURTHER ASSURANCES
The parties hereto agree to do or cause to be
done all acts or things necessary to implement and carry
into effect the provisions and intent or this agreement.
7. FORCE MAJEURE
If Markatech is prevented from or delayed in
complying with any provisions of the Agreement by reasons of
fires, wars, acts of God, governmental regulations
restricting normal operations or any other reason or reasons
beyond the control of Markatech, the time limited for the
performance of the various provisions of this Agreement as
set out above shall be extended by a period of time equal
in length to the period of such prevention and delay, and
Markatech, insofar as is possible, shall promptly give
written notice to Sedona of the particulars of the reasons
for any prevention or delay under this section, and shall
take all reasonable steps to remove the
cause of such prevention or delay and shall give written notice
to Sedona as soon as such cause ceases to exist.
8. ENTIRE AGREEMENT
This Agreement constitutes the entire
agreement to date between the parties hereto and supersedes
every previous agreement, communication, expectation,
negotiation, representation or understanding, whether oral
or written, express or implied, statutory or otherwise,
between the parties with respect to the subject matter of
this Agreement.
9. NOTICE
9.1 Any Notice required to be given under this
Agreement shall be deemed to be well and sufficiently given
if delivered to the addressee at its address first written
above.
9.2 Each party hereto may from time to time by
notice in writing to each of the other parties change its
address for the purpose of this section.
10. RELATIONSHIP OF PARTIES
Nothing contained in this Agreement shall,
except to the extent specifically authorized hereunder, be
deemed to constitute any party hereto a partner, agent or
legal representative of any other party or parties
11. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
12. TITLES
The titles to the respective sections hereof
shall not be deemed a part of the Agreement but shall re
regarded as having been used for convenience only.
13. CURRENCY
All funds referred to under the terms of this
Agreement shall be funds designated in the lawful currency
of the Untied States of America.
14. APPLICABLE LAW
The situs of the Agreement is Vancouver,
British Columbia, and for all purposes this Agreement will
be governed exclusively by and construed and enforced in
accordance with the laws prevailing in the Province of
British Columbia. The parties hereto agree to attorn to the
jurisdiction of British Columbia.
15. ENUREMENT
This Agreement shall enure to the benefit of
and be binding upon the parties hereto and their respective
successors and assigns.
IN WITNESS WHEREOF this Agreement has been executed as of
the day and year first above written
MARKATECH INDUSTRIES CORPORATION
/s/ Xxx Xxxxx
per _____________________________
Xxx Xxxxx, director
SEDONA SOFTWARE SOLUTIONS INC.
/s/ X. X. Xxxxxx
Per _______________________________
X.X. Xxxxxx, director
SCHEDULE A
MARKATECH AUTONET PROSPECTS
City of London, England
District of Delta, B.C.
City of Vancouver, X.X.
Xxxxx Center, Metrotown, Burnaby, B.C.
Vancouver International Airport, Richmond, B.C.
Municipality of White Rock, B.C.
Parking Corporation of Vancouver, Vancouver, B.C.
Superior Parking Corporation, Xxxxxxxxx, X.X.
Xxxxxxxxx Xxxx, Xxxxxxx, X.X.
Concord Security Corp., Vancouver, B.C.
Metro Parking Corp., Vancouver, B.C.
Resort Municipality of Whistler, B.C.
Township of Xxxxxxx, B.C.
B.C. Children's Hospital, Vancouver, B.C.
City Collections, Vancouver, B.C.
City of Coquitlam, Coquitlam, B.C.
City of New Westminster, B.C.
City of West Vancouver, B.C.
