LICENSE AGREEMENT
THIS LICENSE AGREEMENT, including the exhibits referred to herein and
attached hereto (the "Agreement"), effective as of 25th day of August 2003
(the "Effective Date"), is entered into between Xxxx Xxxxxxxxx, a Japanese
individual, Global Assets and Services Inc., a Florida Corporation and Epond
Inc.
Recitals
A. Xxxx Xxxxxxxxx (hereafter called NAGASHIMA), the Patentee of the
international patent application No. PCT/JP02/00019(PCT WO 03/058471 Al)
for "INFORMATION SYSTEM USING PCMCIA CARD, FUTURE-GENERATION DISTRIBUTION
SYSTEM, AND ITS PRINCIPLE"(hereafter called INVENTION) with The
International Bureau of WIPO are the individual residing at 0-00-00
Xxxxxxxx, Xxxxx-Xxx, Xxxxxxxx-Xxx, Xxxxx. (See the Exhibit A for the
pending Patent Description.)
X. XXXXXXXXX, inventor of "INVENTION" is the individual residing the address
indicated in Article A.
C. Global Assets and Services, Inc., a Florida corporation (hereinafter
called GAS) publicly traded on the NASDAQ OTCBB under the symbol "XXXX" has
its principle place of business at 0000 0/0 X 0xx Xxxxxx Xxxxx 0 Xxxxx,
Xxxxxxx 00000 XXX
NOW, THEREFORE, in consideration of the mutual covenants and
obligations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged and hereby agree
as follows:
1. DEFINITIONS
As used in this Agreement, the following terms shall have the
meanings indicated:
1.1. "Confidential Information" shall have the meaning set forth in
Section 10.1 below.
1.2 "Improvements" shall mean the improvements, modifications, or
enhancements to the Licensed Patent.
1.3. "Licensed Patent" shall mean those patent, inventors' certificates
and patent applications, together with any renewal, division,
continuation, continued prosecution application or continuation-in-part
of any of such patents, certificates and applications, any and all
patents or certificates of invention issuing thereon, and any and all
reissues, reexamination, extensions, divisions, renewals of or to any
of the foregoing, and any foreign counterparts of any of the foregoing.
1.4. "Sublicensee(s)" shall mean any third party to whom Licensee has
sublicensed any or all of the rights in, to and under the Licensed
Patent licensed to Licensee hereunder.
1.5. "Licensor" shall mean the following parties: Xxxx Xxxxxxxxx.
1.6. "Licensee" shall mean the following party: Global Assets &
Services, Inc.
2. ASSIGNMENT OF RIGHTS AND COMPENSATION
2.1 NAGASHIMA will receive new 750,000 restricted shares of GAS to
be issued.
2.2 GAS will have the exclusive rights for the licensed patent and its
pertained rights to produce and sell product using INVENTION in all
known nations and territories in the world.
2.3 NAGASHIMA will receive 57.1% of license fees of the licensed
patent which GAS would receive from sublicensee(s).
3. LICENSES
3.1 License Grant. Subject to the terms and conditions of this
Agreement, Licensor hereby grant to Licensee, GAS exclusive license,
including the right to grant sublicenses in accordance with Section
3.2.
3.2. Sublicenses. Subject to the terms and conditions of this Agreement,
Licensee shall have the right to sublicense any or all of the rights
granted to Licensee under Section 3.1, provided that any such
sublicense shall be made pursuant to a binding and written agreement
which protects the Licensors' interests and rights in its proprietary
information and intellectual property to at least the same extent as
this Agreement.
4 PAYMENTS AND RELATED OBLIGATIONS
4.1 Payment Terms.GAS will pay 57.1% of the license fees to NAGASHIMA.
Such payment shall take place by the end of the subsequent month, and
shall be payable in Yen.
4.2. Taxes. All parties shall be responsible for all appropriate
taxes and shall indemnify and hold harmless each other.
4.3. Inspection of Books and Records. NAGASHIMA has the right to
review books and records pertaining to the license fees of GAS .
5. IMPROVEMENTS AND JOINT INVENTIONS .
5.1. Disclosure. As soon as reasonably possible, either upon creation,
development of an Improvement or conception or reduction to practice of
a Joint Invention, as the case may be, each party shall disclose the
same in writing to the other. All such disclosures shall be maintained
in confidence by the receiving party.
5.2. Improvements. the event that Licensee develops or creates
Improvements, and subject to the terms and conditions of this
Agreement, Licensee agrees to grant and hereby grants to the Licensors,
sublicensable, no cancelable, right and license, under Licensee's
right, title and interest to and under the Improvements to make, use,
sell, distribute, offer to sell, import and export such Improvements
(and to have such rights exercised on the Licensors, behalf by third
parties) outside the Field.
6. PATENT MAINTENANCE AND ENFORCEMENT
6.1. Patent Enforcement.
6.1.1. If either party hereto becomes aware that any Licensed Patent or
Joint Patents are being or have been infringed by any third party in
the Field, such party shall promptly notify the other party hereto in
writing initial right, but not the obligation, as to Licensee to
institute, prosecute and control any action, suit or proceeding (an
"Action") with respect to such infringement in the Field, including any
declaratory judgment action, at its expense, using counsel of its
choice and Licensee shall cooperate reasonably with Licensors.
6.1.2 In the event Licensors fail to initiate any Action involving the
Licensed Patents or Joint Patents within 30 days of receiving notice of
any commercially significant infringement, Licensee shall have the
right, but not the obligation, to initiate and/or maintain such Action
at its expense, and Licensor shall cooperate reasonably with Licensee,
at Licensee's request.
6.1. Cooperation. In any Action, the parties shall provide each other
with reasonable cooperation and assistance, including agreeing to be
named as a party to such Action, and, upon the request and at the
expense of the party bringing such Action, the other party shall make
available, at reasonable times and under appropriate conditions, all
relevant personnel, records, papers, information, samples, specimens,
and the like in its possession. Notwithstanding any other provision of
this Article 6, neither party shall make any settlements of any suit,
proceeding or action relating to an infringement of any Licensed
Patents in the Field or Joint Patents that would materially and adverse
-ly affect the other party or the rights and licenses granted hereunder
without first obtaining such other party's prior written consent, such
consent not to be unreasonably withheld or delayed.
7. REPRESENTATIONS, WARRANTIES AND COVENANTS
7.1. Representations, Warranties and Covenants of Licensor represents
and warrants that, as of the Effective Date:
7.1.1. NAGIASHIMA has the right and authority to grant the rights and
'Licenses granted to Licensee under this Agreement.
7.2. Representations, Warranties and Covenants of Licensee. Licensee
represents warrants and covenants that, as of the Effective Date:
7.2.1. Licensee is corporation, duly organized validly existing and in
good standing under the laws of its state of incorporation;
7.2.2. The execution, delivery and performance of this Agreement has
been duly authorized by all necessary corporate action on the part of
Licensees; and
7.2.3. Licensee will not practice any of the rights in, to or under
the Licensed Patents or Joint Patents outside of the Field.
7.3. Nothing in this Agreement shall be construed as conferring, by
implication, or otherwise, any license or rights under any patents of
the Licensors other than the Licensed Patents, regardless of whether
such patents are dominant or subordinate to the Licensed Patents.
7.4. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT,
NEITHER PARTY MAKES, AND EACH PARTY HEREBY DISCLAIMS, ANY AND ALL
REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH
RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NONINFRINGEMENT AND ANY WARRANTY ARISING OUT OF PRIOR
COURSE OF DEALING AND USAGE OF TRADE.
8. INDEMNIFICATION
Indemnity. Licensee shall indemnify, defend and hold harmless
Licensors, and its directors, officers, employees, agents and
consultants (each an "Indemnities") from and against any and all
liabilities, damages, losses, costs or expenses (including reasonable
attorneys' and professional fees and other expenses of litigation
and/or arbitration) (a "Liability") resulting from or arising out of a
claim, suit or proceeding brought by a third party against an
Indemnities for personal injury, death, product liability or property
damage arising out of or related to the manufacture, use, or sale of
Licensed Products except to the extent such claim is caused by the
gross negligence or willful misconduct of the Licensors.
9. TERMS OF CONTRACT
Terms. The term of this Agreement shall commence on the Effective Date
and continue in full force and effect until expiration or termination
on November 27, 2018.
10. CONFIDENTIAL INFORMATION
10.1. Confidentiality. In connection with this Agreement, the parties
will provide to each other Confidential Information, including but not
limited to each party's know-how, invention disclosures, proprietary
materials and/or technologies, economic information, business or
research strategies, trade secrets and material embodiments thereof. As
used herein, "Confidential Information" means any information of a
confidential or proprietary nature disclosed by a party to this
Agreement to the other party in written or oral form.
10.2 Legal Disclosure. It shall not be a violation of
this Article 10 to disclose Confidential Information required to be
disclosed under applicable law, but such disclosure shall be only for
the sole purpose of and solely to the extent required by such law, and
provided that the recipient, to the extent possible, shall give the
disclosing party prior written notice of the proposed disclosure and
cooperate fully with the disclosing party to minimize the scope of any
such required disclosure, to the extent possible and in accordance with
applicable law.
11. MISCELLANEOUS
11.1. Press Releases. The parties may agree to issue a joint press
release upon execution of this Agreement or as promptly as practicable
thereafter. The content of any such joint press release will be agreed
upon by both parties.
11.2. Governing Law. This Agreement shall be governed by, and construed
and interpreted, in accordance with the internal laws of the State of
Florida.
11.3. Export Regulations. Licensee agrees that this Agreement is sub-
ject in all respects to the laws and regulations of the United States
of America, including the Export Administration Act of 1979, as
amended, and any regulations there under.
11.4. Limitation of Liability. EXCEPT WITH RESPECT
TO EACH PARTY'S INDEMNITY OBLIGATIONS UNDER ARTICLE 8 AND
CONFIDENTIALITY OBLIGATIONS UNDER ARTICLE 10, IN NO EVENT SHALL EITHER
PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR
SPECIAL DAMAGES OF THE OTHER PARTY ARISING OUT OF OR RELATED TO THIS
AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.5. Arbitration. All disputes arising between the parties under this
Agreement will be settled by arbitration conducted in the English
language in accordance with the Commercial Arbitration Rules of the
American Arbitration Association. The parties will cooperate with each
other in causing the arbitration to be held in as efficient and
expeditious a manner as practicable. Any arbitration proceeding
instituted under this Agreement will be brought in a mutually agreeable
neutral territory. Any award rendered by the arbitrators will be final
and binding upon the parties hereto. Judgment upon the award maybe
entered in any court of record of competent jurisdiction. Each party
will pay its own expenses of arbitration and the expenses of the
arbitrators will be equally shared unless the arbitrators assess as
part of their award all or any part of the arbitration expenses of one
party (including reasonable attorneys' fees) against the other party.
Each party irrevocably and unconditionally consents to the jurisdiction
of any such proceeding and waives any objection that it may have to
personal jurisdiction or the laying of venue of any such proceeding.
11.6. Force Majeure. Neither party shall be held responsible for any
delay or failure in performance (with the exception of the payment of
money) hereunder to the extent caused by strikes, embargoes, unexpected
government requirements, civil or military authorities, acts of God,
earthquake, or by the public enemy or other causes reasonably beyond
such party's control and without such party's fault or negligence;
provided that the affected party notifies the unaffected party as soon
as reasonably possible, and resumes performance hereunder as soon as
reasonably possible following cessation of such force majeure event.
11.7. Independent Contractors. The relationship of the Licensors and
Licensee established by this Agreement is that of independent
contractors. Nothing in this Agreement shall be constructed to create
any other relationship between the Licensors and Licensee. Neither
party shall have any right, power or authority to bind the other or
assume, create or incur any expense, liability or obligation, express
or implied, on behalf of the other.
11.8. Assignment. The parties agree that their rights
and obligations under this Agreement may not be transferred or assigned
to a third party without the prior written consent of the other party
hereto. Notwithstanding the foregoing, a party may transfer or assign
its rights and obligations under this Agreement, without consent, to a
successor to all or substantially all of its business or assets
relating to this Agreement whether by sale, merger, operation of law or
otherwise.
11.8.1 In the event that NAGASHIMA loses the patent right for any
reason, GAS will retain, per this agreement, all rights pertaining to
the manufacture, sales, and distribution of product using INNOVATION
based upon the Licensed Patent in the all known nations and
territories.
11.9. Notices. Any notice, report, communication or consent required or
permitted by this Agreement shall be in writing and shall he sent (a)
by prepaid registered or certified mail, return receipt requested, (b)
by overnight express delivery service by a nationally recognized
courier, or (c) via confirmed facsimile or telecopy, followed within
five (5) days by a copy mailed in the preceding manner, addressed to
the other party at the address shown below or at such other address for
which such party gives notice hereunder. Such notice will be deemed to
have been given when delivered or, if delivery is not accomplished by
some fault of the addressee, when tendered.
Xxxx Xxxxxxxxx
0-00-00 Xxxxxxxx, Xxxxx-Xxx, Xxxxxxxx-Xxx, Xxxxx
Global Assets and Services, Inc.
0000 0/0 X 0xx Xxxxxx Xxxxx 0 Xxxxx, XX 00000 XXX
11.10. Modification; Waiver. This Agreement may not be altered, amended
or modified in any way except by a writing signed by all parties.
11.11. Entire Agreement. The parties hereto acknowledge that this
Agreement, together with the exhibits attached hereto, set forth the
entire agreement and understanding of the parties as to the subject
matter hereto, and supersedes all prior and contemporaneous
discussions, agreements and writings in respect hereto.
11.12. Headings. The article, section and paragraph headings contained
herein are for the purposes of convenience only and are riot intended
to define or limit the contents of the articles, sections or paragraphs
to which such headings apply.
11.13. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of
which together shall constitute one instrument.
EXHIBIT A
Description of License Patent
1. International Patent Pending Number PCT/JP021/00019 With The International
Bureau of WIPO at 00, xxxxxx xxx Xxxxxxxxxxx, 0000 Xxxxxx 00, Xxxxxxxxxxx
2. PCT NO.: WO 03/058471 Al
2. Title: INFORMATION DISTRIBUTION SYSTEM USING PCMCIA CARD, FUTURE-GENERATION
DISTRIBUTION SYSTEM AND ITS PRINCIPLE
