EXHIBIT 10.24
Patent License Agreement
THIS PATENT LICENSE AGREEMENT (this "Agreement") is made as of
July 1, 2001 by and among Xxxx Xxxxx Xxxxx and Xxxx Xxxxx, individuals
(together, "Licensor"), and Majestic Safe-T-Products, Ltd., a Nevada
corporation ("Licensee"), a wholly owned subsidiary of The Majestic
Companies, Ltd., a Nevada corporation with offices at 0000 Xxx Xxx
Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000.
WHEREAS, Licensee desires to obtain a license, and Licensor
desires to grant a license under the Licensed Patent as defined herein
on the terms and conditions specified herein;
NOW THEREFORE, in consideration of the mutual promises and
undertakings contained herein, and for other valuable consideration,
the parties to this Agreement do hereby covenant and agree as follows:
1. Definitions.
(a) "Licensed Patents" shall mean the United States patent Serial
No.#5,462,324 * WO 95/28300 which discloses and claims a proprietary
invention designated as the "S-1 Gard", including without limitation
all subsequent modifications and alterations developed by Licensor or
Licensee in connection with the use of the S-1 Gard under this
Agreement and all Patent Rights related thereto, and related filings
in countries outside of the United States.
(b) "Licensed Products" shall mean all products which employ, or are
produced by, the practice of inventions claimed in the Licensed Patents
for use in the school bus market, along with any and all configurations
of product used in connection with commercializing the Licensed
Products for the school bus market. Any changes to the technology
embodied by the Licensed Products for use in the school bus market
shall be made with the approval of Licensor and at the cost of
Licensee. All right, title and interest to the Licensed Patent or any
patents arising out of such development or alteration in manner of use
of the Licensed Products shall be owned by Licensor and Licensee shall
take all actions and assist Licensor in securing such patents in his
name and at his costs and Licensee shall execute all instruments to
secure ownership of such inventions and related technology in the name
of Licensor.
(c) "Patent Rights" shall mean any existing patents and patent
applications, including the Licensed Patent, any continuation,
continuation-in-part, or division of such listed applications, any
applications based on the subject matter of said patents or patent
applications or improvements thereof, and any patent issuing on said
applications.
(d) "School Bus Retrofit Market" shall mean that certain market
segment comprised of potential buyers of the Licensed Products within
the Territory, where such Licensed Products are purchased for
installation on existing school buses already in service, which market
expressly excludes any sales to the School Bus OEM Market.
(e) "School Bus OEM Market" shall mean that certain market segment
comprised of potential buyers of the Licensed Products within the
Territory, where such Licensed Products are purchased by process of
specification and ordered for installation on new school buses by the
original equipment manufacturer, including without limitation, ThomasT
or BluebirdT, but expressly excluding any sales to the School Bus
Retrofit Market.
(f) "Subcontractor Licensee" shall mean that certain manufacturer
with facilities located in the United States for the purpose of both
manufacturing the Licensed Products and performing royalty accounting
duties set forth under Section 9, such as Romeo RIM, Inc., or other
vehicle parts and accessories manufacturer of similar standing, as
approved in writing by Licensor, which manufacturer shall be awarded a
limited license to manufacture Licensed Products. The Licensee shall
remain responsible for all of its duties agreed upon in this
Agreement, regardless of the award of licenses to Subcontractor
Licensee.
(g) "Technical Information" shall mean the know-how, trade secrets,
technical data, design data, drawings, test results, source code and
the like, licensed by the Licensor to the Licensee hereunder which
relate uniquely to the development of the Licensed Product for
commercial distribution and sale and which are referred to in Section
4 below.
(h) "Territory" shall mean the United States and Canada.
2. Grant.
(a) Licensor hereby grants to Licensee the exclusive right to make,
use and sell Licensed Products embodying or made in accordance with the
inventions of the Licensed Patents for manufacture and sale to the
School Bus Retrofit Market, it being understood that so long as this
Agreement has not been terminated, Licensee shall cause the
Subcontractor Licensee to manufacture the Licensed Products for sale to
Licensor who retains the exclusive right to sell to the School Bus OEM
Market. Licensor hereby grants to Licensee the right to market and
sell the Licensed Products under the name SAFE-T-GARD, it being
understood that all right, title and interest in the name SAFE-T-GARD
shall be owned by Licensor and Licensee shall assist Licensor in
filing, at the sole cost of Licensor, all documents required to
register such trademark in the name of Licensor, or to transfer and
assign such registration to Licensor, at the sole cost of Licensor.
Licensor hereby reserves the right to grant additional licenses to the
Licensed Patents and the Licensed Products for manufacture and sale in
markets outside of the School Bus Retrofit Market, including, without
limitation, the School Bus OEM Market, public transportation, transit
and private shuttle transportation of any kind or character.
(b) Licensor reserves the right to sell the Licensed Products in the
School Bus OEM Market and so long as this Agreement has not been
terminated, Licensor shall purchase the Licensed Products from
Subcontractor Licensee at the cost charged to Licensee by
Subcontractor Licensee; provided, however, for each Licensed Product
sold by Licensor, Licensor shall pay Licensee the amount of One
Hundred and 00/100 Dollars ($100.00) as compensation for national
marketing efforts undertaken by Licensee in connection with Licensee's
promotion of the Licensed Products, and provided further, that no
royalty obligation shall be owed by Licensee to Licensor for such
sales to Licensor.
(c) The Licensee shall grant a sublicense to the Subcontractor
Licensee for the manufacture of Licensed Products to be sold only in
the Territory and the following shall apply:
(i) The Licensee shall promptly inform the Licensor of
the subcontract to the Subcontractor Licensee and shall provide
the Licensor with a copy of the agreement with the Subcontractor
Licensee, and all amendments thereto, promptly after execution.
(ii) The subcontract to the Subcontractor Licensee
shall be in every respect subject to this Agreement, and the
Subcontractor Licensee shall be required, by the Subcontractor
Licensee agreement, to honor and be bound by the provisions of
this Agreement as though it were the Licensee hereunder.
(iii) The subcontract to the Subcontractor Licensee
shall provide that it will terminate if this License Agreement is
terminated.
(iv) Licensor shall have the right to purchase all
tooling used to manufacture the Licensed Products at the cost
advanced by Licensee or Subcontractor Licensee within sixty (60)
days following the date of termination of this Agreement.
3. Duties and Obligations of Licensee.
The Licensor and the Licensee understand that the Licensor has no
vested intellectual property rights in any country outside of the
United States unless individual patents are obtained in each
particular country where these rights are desired.
4. Transfer of Technical Information.
The Licensor agrees that the Licensor shall furnish to the
Licensee such Technical Information as will enable the Licensee to
develop and manufacture the Licensed Products. All Technical
Information furnished hereunder shall be used by the Licensee
exclusively for the purpose of performing its obligations under this
Agreement and shall not be used for any other purpose without the
specific written approval of the Licensor.
5. Technical Realization and Commercial Exploitation.
(a) The obligations of the Licensor hereunder shall be fully
discharged upon the furnishing to Licensee of the Technical
Information as herein above described. The Licensee acknowledges that
it fully understands the subject matter of the license granted under
this Agreement and has sufficient knowledge concerning the Licensed
Products to manufacture it in a manner which will render it suitable
for the particular purpose for which it is designed.
(b) The Licensor does not make any warranty that the Licensed
Products is capable of commercial exploitation and sale, the risks of
such commercial exploitation and sale being assumed exclusively by the
Licensee.
(c) The Licensor agrees that, from and after the date of execution of
this Agreement and until this Agreement shall expire or be sooner
terminated, the Licensor shall not manufacture any Licensed Products,
directly or indirectly.
6. Claims by Third Parties.
(a) The Licensor declares that, to the best of its knowledge, the
Patent Rights do not infringe any patent or other protection owned or
controlled by persons other than the Licensor. However, nothing in
this Agreement shall be construed as a representation or a warranty by
the Licensor as to the validity of any patent or other protection
hereby agreed to be licensed or that manufacture, use or sale of the
Licensed Products will not infringe any patent or other protection
owned or controlled by persons who are not parties to this Agreement.
(b) In the event any patent infringement action is instituted against
the Licensee based upon the exercise of any of the licenses or rights
granted under this Agreement, the Licensee shall promptly notify the
Licensor and the Licensor shall thereafter, through legal counsel of
its choice, defend and prosecute any legal action which results
therefrom. The parties hereto will cooperate fully in all respects in
the conduct of such litigation or any settlement negotiations. The
Licensor may not, however, without the prior written approval of the Licensee,
enter into any compromise, stipulation or other agreement of settlement
which may prejudice the Licensee's rights or obligate the Licensee to
pay any monies or other consideration to a third party.
(c) In the event any patent infringement action is instituted against the
Licensor based upon the exercise of any of the licenses or rights
granted under this Agreement, the Licensor shall promptly notify the
Licensee and the Licensee shall have the right to participate in any
legal action which results therefrom. The parties hereto will
cooperate fully in all respects in the conduct of such litigation or
any settlement negotiations. The Licensor may not, however, without
the prior written approval of the Licensee, enter into any compromise,
stipulation or other agreement of settlement which may substantially
affect the Licensee's rights or obligate the Licensee to pay any
monies or other consideration to a third party.
7. Term.
(a) The term of this Agreement shall terminate on June 30, 2006 and
shall be renewed by the parties only upon the execution of a written
agreement signed by both parties or their successors, heirs or assigns,
which subsequent agreement shall be subject to the approval as to form
by the respective legal counsel of the such parties at the time of renewal.
(b) Either party shall have the right to terminate this Agreement if
the other party shall be in default of any material obligation
hereunder. In such event, the non-defaulting party may give written
notice of its election to terminate the Agreement under this Section
7(b), specifying such default; provided, however, in the event of a
non-monetary default, the defaulting party may remedy the default
within thirty (30) days after receipt of such notice to avoid
termination. In the event of a monetary default, the defaulting party
may remedy the default within seven (7) business days after receipt of
such notice to avoid termination.
(c) Upon the termination of this Agreement, the Licensee shall
immediately cease and desist from offering for sale or selling any
Licensed Products parts or manuals therefor or services relating
thereto, provided, however, that the Licensee may make sales and
perform services required by contracts or agreements entered into and
effective thirty (30) calendar days before the date of termination of
this Agreement.
(d) The Licensee's obligations under this Agreement will continue
until the termination or expiration date, for whatever reason, of this
Agreement. In particular, any royalties accrued prior to the
effective date of expiration or termination, or any royalties payable
as a result of sales made after the date of expiration or termination
as provided in Section 7(c) above, shall be payable in accordance with
Section 8. In addition, the Licensee's obligations under Sections
8(a) and 8(b) shall remain in full force and effect after termination
of this Agreement for whatever reason.
(e) Provided that the Licensed Product is developed for commercial
exploitation and sale and that termination is not due to a breach or
default on the part of the Licensor under this Agreement, then upon
termination or expiration of this Agreement, for the remaining life of
the Licensed Patents, or any other patents owned by Licensor or Public
Safety Transportation International Corporation ("PTS") which relate
to rear wheel safety devices, the Licensee shall refrain from making,
selling or marketing in the School Bus OEM Market or the School Bus
Retrofit Market any products which utilize a physical barrier to
prevent personal injury or death from the rear wheel of a bus.
8. Royalties and Other Compensation.
(a) Minimum Base Royalty.
During the period July 1, 2001 through June 1, 2006, Licensee
shall pay Licensor a minimum base royalty due on the dates and in the
amounts indicated on Exhibit "A", which amounts correspond to
respective minimum quantity of parts to be sold by Licensee for the
periods reflected on Exhibit "B".
(b) Parts Royalty.
For each Licensed Product, including replacement parts
therefor (i.e. mounting steel receiver and safety gard) relating
thereto, sold by the Licensee, Licensee shall pay a royalty to
Licensor based on Licensee's Gross Selling Price (defined below in
Section 8(b)(iii)) at a rate of twenty percent (20%); provided,
however, a rate of twenty-five percent (25%) shall apply where the
Licensed Products are mandated for installation on school buses
operated within the United States and/or Canada by the respective
federal jurisdiction, or the respective state or province. For each
Licensed Product sold by Licensee in quantities which exceed the
minimum quantities for the respective periods set forth in Exhibit
"B", Licensee shall pay to Licensor a royalty based on the applicable
rates set forth in this Section 8(b) and in the following manner:
(i) For purposes of calculating the minimum parts royalty
due under this Section 8, and identifying the
applicable rate set forth in this Section 8(b), for
each of the respective periods set forth in Exhibit
"B", the actual Licensed Products sold first in time
shall be those designated as subject to the minimum
parts royalty;
(ii) No royalty payment shall be paid or required with
respect to Licensed Products, parts or manuals sold by
Licensee to Licensor;
(iii) For the purpose of computing royalties under
this Agreement, Licensee's "Gross Selling Price" shall
be Licensee's gross invoice price, without deductions,
for Licensed Products and parts and manuals therefor as
packed for shipment, exclusive of transportation costs,
taxes, original equipment manufacturer installation or
retrofit by school district or their contractor, duties
and other miscellaneous changes paid by the Licensee,
regardless of whether subsequently reimbursed by the
customer; provided, however, in computing royalties
under this Agreement, irrespective of the actual gross
invoice price, for purposes of calculating the royalty
due hereunder, the gross invoice price will be deemed
to be at least Seven Hundred and 00/100 Dollars ($700.00).
(c) Minimum Royalty Credit.
Irrespective of the number of Licensed Products sold by Licensee,
during the term of this Agreement, Licensee shall pay Licensor the
minimum parts royalty as provided in Section 8(a). In calculating the
parts royalty obligation set forth in Section 8(b), Licensee shall be
given a quantity credit for all current and prior payments of minimum
base royalty paid to Licensor until such quantities have been fully
applied against current sales of the Licensed Products. For instance,
in year three of the Agreement, if Licensee has paid minimum base
royalties on parts totaling 500, plus 1,000, plus 4,000 or 5,500 parts
and Licensee's cumulative sales through the end of year three of the
Agreement total 7,000 parts, then Licensee's parts royalty obligation
for year three of the Agreement shall apply only to 1,500 parts.
(d) Additional Royalty Amounts Due.
Upon Licensor's receipt of the quarterly reports prepared by
Subcontractor Licensee, as required under Section 9, Licensee shall
pay Licensor on or before thirty (30) days following Licensor's
receipt of such report any additional royalty amounts due based on
sales of Licensed Products where the actual applicable royalty rate is
twenty-five percent (25%).
(e) Stock Compensation.
Upon execution of this Agreement, Licensee shall transfer to
Licensor the shares of stock identified in Exhibit "C" and Exhibit
"D", respectively.
9. Royalty Accounting.
(a) Within thirty (30) days after the expiration of each three (3)
month period ("Quarter"), the Subcontractor Licensee shall deliver to
the Licensor a true and accurate report in writing, giving such
particulars of the business conducted by the Licensee during the
preceding Quarter as are pertinent to any accounting for any such
royalties under this Agreement.
(b) Subcontractor Licensee shall pay Licensor directly by bank draft,
payable in U.S. currency and delivered to Licensor as shall be
designated in writing by the Licensor within thirty (30) days of the
date payment is received from Licensee's customer.
(c) Unless otherwise directed by Licensor, all payments due under
this Agreement shall be made payable to PTS and mailed to the
following address:
Mr. Xxxx Xxxxx, President
Public Transportation Safety International Corporation
000 Xxxx 0xx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
(d) Licensee shall require Subcontractor Licensee to agree in writing
to keep records showing the quantity, description and total gross
selling price of all Licensed Products and parts and manuals therefor
that have been sold or otherwise disposed of and such other related
information in sufficient detail to enable the compensation payable
hereunder by Subcontractor Licensee to be determined. Licensee shall
require Subcontractor Licensee in writing to permit its books and
records to be examined from time to time by an outside auditor
selected by Licensor, at Licensor's expense, to verify the reports
provided for in Section 9(a). Licensor hereby agrees to pay the
reasonable administrative and accounting fees associated with the
payment and record keeping requirements set forth in this Section 9.
(e) Licensee shall permit its books and records to be examined from
time to time by an outside auditor selected by Licensor, at Licensor's
expense, to verify compliance with this Agreement.
(f) For any period during which a minimum royalty payment is due and
sales for such period are less than the required quantity, then
Licensee shall pay Licensor directly by bank draft, payable in U.S.
currency and delivered to the address indicated in Section 9(c),
unless otherwise directed in writing by Licensor.
10. Assignment.
This Agreement shall be binding upon and inure to the benefit of
the successors, heirs and assigns of the parties to this Agreement and
may be assigned or transferred; provided however, the assigning party
shall remain liable for all obligations and duties under this
Agreement. Licensee hereby acknowledges that Licensor may assign all
right, title and interest in this Agreement to PTS and Licensee hereby
consents to such assignment.
11. Ownership of Licensed Patent.
Licensee hereby acknowledges that Licensor is the true owners of
the Licensed Patent and hereby agrees that any claim of ownership or
interest to the Licensed Patent and any technology developed by
Licensee related to the Licensed Patent or the Licensed Products, other
than the limited license granted under this Agreement shall result in
an immediate termination of this Agreement and a forfeiture of rights
and benefits under this Agreement and Licensor shall have no further
obligation of any kind by Licensor and Licensor reserves all rights of
action against Licensee related to such claim.
12. Warranty and Representations.
Licensor warrants and represents that it has the legal right to
grant the license set forth herein.
13. Patent Markings.
The Licensee agrees to xxxx, and to cause its sublicensees to
xxxx, such notices of patents, patent applications, and other
proprietary rights on documentation and packaging for the Licensed
Products made and/or sold by the Licensee as are appropriate to
protect the Licensor's intellectual property rights. The contents of
such notices shall be designated by the Licensor, subject to the
consent of the Licensee which shall not be unreasonably delayed or
withheld. The Licensed Product will have, at the option of the
Licensor and subject to the reasonable approval of the Licensee and
its sublicensees with respect to size and placement, either (a) a
notice stating that the Licensed Product was made with the Licensor's
technology or (b) a designated trademark of the Licensor.
14. Quality.
(a) The Licensee agrees that all Licensed Products shall be
manufactured only subject to a written agreement between Licensee and
Subcontractor Licensee and all Licensed Products manufactured under
such agreement shall be of the standards of quality and reliability
required by applicable laws and regulations pertaining to the Licensed
Products.
(b) The representatives of the Licensor and/or the Licensor shall
have the right, in conjunction with representatives of the Licensee
and during reasonable business hours, to inspect the assembly and/or
manufacturing facilities of the Subcontractor Licensee relating to the
Licensed Products and the Licensor shall have the right to test the
Licensed Products at Licensor's expense on the premises of the
Subcontractor Licensee or in other facilities of its own selection.
15. Indemnity.
In the event that any claims, demands or lawsuits are made or
brought against Licensor, or PTS, related to the Licensed Products,
Licensee shall hold Licensor and PTS free and harmless, defend all
actions brought against Licensor and PTS, pay all costs of any
lawsuit, including attorney's fees, and indemnify and hold harmless
Licensor and PTS for any costs incurred by Licensor in connection
therewith. In the event of any claim, threatened claim, or
notification of either which may be the subject of indemnification
provided for in this Section, Licensor will give Licensee prompt
written notification thereof and provide Licensee such reasonable
assistance in the response and prosecution of any defense as Licensor
may request, at Licensee's expense. The provisions of this Section
and the indemnity herewith shall survive any termination of this
Agreement and any performance hereunder. Rights of indemnification
provided herein are in addition to any other rights to indemnification
which may be provided or allowed by law.
16. Insurance.
(a) The Licensee shall be responsible for obtaining and maintaining
in full force and effect workers' compensation, employers' liability,
business automobile liability, umbrella liability, and commercial
general liability insurance pursuant to the requirements of this
Section hereinafter set forth and any other requirements contained
herein. The Licensee shall comply with all state and local insurance
statutes and regulations. The Licensee's commercial general liability
and umbrella insurance policies shall include contractual liability,
with limits of not less than the amounts specified below, and shall
include all defense costs, including, but not limited to, attorneys'
fees, court costs, and other similar costs and expenses. It is
understood and agreed that any insurance limits shall not be construed
as a limitation on the Licensee's liability. The policies shall
provide coverage for any liability the Licensee (including its
employees, agents, invitees, contractors and subcontractors) may have
for bodily injury or death, personal and advertising injury, or
property damage. The Licensor, including the divisions, subsidiaries,
parent and corporate affiliates of PTS, and its owner, shareholders,
officers, directors, employees, and agents shall be included as
"additional insureds" under all insurance policies provided by the
Licensee, if requested by the Licensor, and each policy shall provide
a waiver of subrogation. The Licensor shall not be deemed to fall
within the definition of "an Insured" for purposes of any bodily
injury to employee exclusions that may exist within the Licensee's
policy, and the Licensee will provide an endorsement to this effect.
All insurance maintained by Licensee shall be primary to any which may
otherwise be available to the Licensor. All insurance required
hereunder shall be obtained through insurers reasonably satisfactory
to the Licensor.
(b) If at any time the Licensee fails to obtain insurance (or provide
proof of insurance) in accordance with this Agreement, or otherwise
required by the Licensor, the Licensor may obtain the coverage
specified in this Agreement and charge all associated premiums and
costs to the Licensee. The Licensee shall reimburse the Licensor the cost
thereof within fifteen (15) days of receipt of notice from the Licensor. The
Licensee agrees to maintain the following minimum limits of insurance:
Workers' Compensation and Employers' Liability Limits:
Workers' Compensation: Statutory Limits
Employers' Liability: $1,000,000
Commercial General Liability: (Commercial General Liability Form ISO
1988 or equivalent), including Contractual Liability and Products and
Completed Operations, on an occurrence form for bodily injury
and personal injury or property damage Limits:
Bodily Injury & Property Damage per occurrence: $1,000,000
Personal Injury & Advertising Injury per occurrence: $1,000,000
Products/Completed Operations Aggregate: $1,000,000
General Aggregate per location: $2,000,000
Intellectual Property Liability $ 500,000
Umbrella Liability: Liability coverage attaching
excess of Commercial General Liability, Automobile
Liability, and Employers' Liability policies Limits:
Per Claim: $3,000,000
(c) The Licensee shall obtain and maintain its own expense,
commencing at least thirty (30) days prior to the date of commencement
of distribution of the Licensed Products, product liability insurance,
naming the Licensor as an insured party, from a qualified insurance
carrier in an amount and containing provisions reasonably acceptable
to the Licensor, which, as to amount, the Licensor agrees initially
shall be Three Million Dollars ($3,000,000), for personal injury and
for property damage. This policy shall specify that it may not be
cancelled by the insurer except after thirty (30) days prior written
notice by the insurer tot he Licensor. The Licensee shall provide a
copy of the policy to the Licensor before selling or distributing any
Licensed Products and whenever the policy is modified, renewed or
replaced thereafter.
(c) The Licensee shall provide a certificate of insurance as evidence
of all insurance policies satisfying the terms and minimum limits
specified above. The Licensee shall cause its insurer to provide
thirty (30) days prior written notice to Licensor of cancellation of,
or any material change in, coverage and the certificate shall provide
for such notice.
(d) The Licensee shall be responsible for obtaining and maintaining
in full force and effect patent infringement insurance during the term
of this Agreement, except for the initial twenty-four (24) months
during which period Licensee shall be self-insured.
17. Covenants of the Parties.
(a) Neither party shall be obligated to disclose to the other party
any proprietary information of a third party without the consent of
such third party, nor any information the furnishing of which would
require the payment of consideration to a third party other than an
employee of the party furnishing the information.
(b) Neither party shall be obligated to disclose to the other party
any information which its government does not permit to be disclosed.
(c) Each Party will use reasonable efforts to perform its obligations
under this Agreement, but shall, except for Licensee's obligation to
make any payment of money under this Agreement, be excused for failure
to perform or for delay in performance hereunder due to (1) causes
beyond its reasonable control or (2) acts of God, acts of the other
Party or its contractors, acts of civil or military authorities
(including the Governments of Canada and the United States and
political subdivisions thereof), U.S. Government priorities, fires,
strikes, floods, epidemics, war, riot, delays in transportation, or
(3) causes beyond its reasonable control to obtain necessary labor or
materials.
18. Confidentiality.
(a) All Technical Information furnished by the Licensor to the
Licensee pursuant to this Agreement shall be treated as confidential
by the Licensee, even after the expiration or earlier termination of
this Agreement. The Licensee shall take all necessary steps to
prevent disclosure of any and all such Technical Information. With
the prior consent of the Licensor, the Licensee shall have the right
to disclose to subcontractors such Technical Information as is
necessary but only if a confidentiality agreement substantially in
acceptable form to the Licensor, shall have been executed by such
subcontractor in accordance with this Section.
(b) All Technical Information provided by the Licensor to the
Licensee under this Agreement, as well as any copies or translations
thereof made by the Licensee, shall remain the property of the
Licensor and shall be returned by the Licensee within thirty (30) days
from the date of termination or expiration of this Agreement. At the
discretion of the Licensor, the Technical Information shall be
destroyed by the Licensee upon termination or expiration of this
Agreement when so requested by the Licensor, whereupon the Licensee
shall destroy the Technical Information within thirty (30) days from
its receipt of such request and thereafter promptly provide a written
certification to the Licensor that all Technical Information has been
destroyed.
19. Warranty and Limitation of Liability.
(a) The Licensor represents to the Licensee that the Technical
Information furnished pursuant to this Agreement will correspond to
the Technical Information used by the Licensor.
(b) The Licensor makes no express warranty, and no warranty shall be
implied, with respect to any Technical Information furnished by it
under this Agreement. It is agreed that the Licensor shall not be
liable, whether in contract, tort or otherwise, nor in any way
responsible for:
(i) The accuracy, utility, or adequacy of any Technical
Information furnished or disclosed by it in connection with this
Agreement, or
(ii) The performance of products manufactured or repaired or
overhauled by Licensee on the basis of any Technical Information
furnished in connection with this Agreement.
(c) Each party shall be responsible for the safety of its own
employees and agents with respect to the handling or use of compounds,
materials, and equipment involved in this Agreement. The Licensor
makes no representations, extends no warranties of any kind, either
express or implied, and assumes no responsibility whatever with
respect to use, sale, or other disposition by the Licensee or its
vendees or other transferees of the Licensed Product. The Licensor
shall not be liable for any loss, expense, claim, or damages arising
out of or relating to the practice or use of any licensed technology
in the design, construction, and operation of a facility manufacturing
or handling the Licensed Products or in the use or sale of the
Licensed Products produced in such facility.
(d) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY
INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR INDIRECT DAMAGES OF ANY NATURE
WHATSOEVER ARISING FROM THE PERFORMANCE OR FAILURE TO PERFORM OF
EITHER PARTY HEREUNDER, OR THE PERFORMANCE OR FAILURE TO PERFORM OF
ANY GOODS DELIVERED UNDER THIS AGREEMENT, WHETHER DUE TO BREACH OF
WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE EXCEPT AS A
RESULT OF SUCH PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THESE
LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.
20. Technical Assistance.
(a) Xxxx Xxxxx shall provide certain technical support, assistance
and training to the individuals designated by Licensee as the
technical persons engaged to handle the manufacture and installation
of the Licensed Products (the "Licensee Technician") as provided in
Sections 20(b) and 20(c) in this Agreement.
(b) During the ninety (90) day period following execution of this
Agreement, at mutually convenient times and in locations designated by
Xxxx Xxxxx within the Los Angeles and San Diego, California areas,
Licensor shall devote such time as Xxxx Xxxxx deems reasonable to
assist the Licensee Technicians in the techniques of inspecting and
mounting the S-1 Gard on school buses, along with technical guidance
and commentary on research, development and modification of the S-1
Gard for use on school buses. In no event shall Xxxx Xxxxx be
required to perform technical assistance for more than ten (10) hours
in any one (1) week period.
(c) All transportation, meals or lodging expenses to be incurred by
Xxxx Xxxxx related to technical assistance to be performed outside of
the Los Angeles or San Diego areas shall be paid in advance by
Licensee and agreed to in writing prior to the performance of services
by Xxxx Xxxxx.
21. Applicable Law and Jurisdiction.
This Agreement and performance hereunder shall be governed by and
construed in accordance with the laws of the State of California. Any
and all proceedings relating to the subject matter hereof shall be
maintained in the courts of the State of California or the Federal
district courts sitting in California, which courts shall have
exclusive jurisdiction for such purpose.
22. Attorneys Fees.
In the event of litigation of any provision related to this
Agreement, court costs and reasonable attorneys fees shall be paid to
the prevailing party.
23. Enforceability.
If any provision of this Agreement shall be held to be invalid,
illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall in no way be affected or impaired thereby.
24. Entire Agreement.
This Agreements and the Exhibits attached hereto contain the
entire agreement between the parties hereto with respect to the subject
matter hereof and thereof and supersede all prior agreements and
undertakings between the parties relating to the subject matter hereof
and thereof.
25. Amendments and Waivers.
All amendments and other modifications hereof shall be in writing
and signed by each of the parties hereto and shall be subject to the
approval as to form by the respective legal counsel of the such parties
at the time of amendment or modification. The failure of either party
to exercise in any respect any right provided for herein shall not be
deemed a waiver of any right hereunder.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement
as of the date first written above.
MAJESTIC SAFE-T-PRODUCTS, LTD.,
a Nevada corporation, a wholly owned subsidiary
of THE MAJESTIC COMPANIES, LTD.,
a Nevada corporation
By: /S/ Xxxxxx X. Xxxxxxxxx /S/ Xxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxxxx
President & COO President & COO
Name: Xxxx Xxxxx /S/ Xxxx Xxxxx Xxxxx
Xxxx Xxxxx Xxxxx, an individual
Title: President
By: /S/Xxxx Xxxxx
Name: Xxxx Xxxxx /S/ Xxxx Xxxxx
Title: Secretary Xxxx Xxxxx, an individual
EXHIBIT "A"
MINIMUM BASE ROYALTY
DATE DUE AMOUNT
July 1, 2001 -0-
August 1, 2001 -0-
September 1, 2001 -0-
October 1, 2001 $10,000.00
November 1, 2001 $10,000.00
December 1, 2001 $10,000.00
January 1, 2002 $10,000.00
February 1, 2002 $10,000.00
March 1, 2002 $10,000.00
April 1, 2002 $10,000.00
May 1, 2002 $10,000.00
June 1, 2002 $10,000.00
July 1, 2002 $19,583.33
August 1, 2002 $19,583.33
September 1, 2002 $19,583.33
October 1, 2002 $19,583.33
November 1, 2002 $19,583.33
December 1, 2002 $19,583.33
January 1, 2003 $19,583.33
February 1, 2003 $19,583.33
March 1, 2003 $19,583.33
April 1, 2003 $19,583.33
May 1, 2003 $19,583.33
June 1, 2003 $19,583.33
July 1, 0000 -0-
Xxxxxx 1, 2003 -0-
September 1, 2003 -0-
October 1, 2003 -0-
November 1, 2003 -0-
December 1, 2003 $317,500.00
January 1, 2004 -0-
February 1, 2004 -0-
March 1, 2004 -0-
April 1, 2004 -0-
May 1, 2004 -0-
June 1, 2004 $317,500.00
July 1, 0000 -0-
Xxxxxx 1, 2004 -0-
September 1, 2004 -0-
October 1, 2004 -0-
November 1, 2004 -0-
December 1, 2004 $507,500.00
January 1, 2005 -0-
February 1, 2005 -0-
March 1, 2005 -0-
April 1, 2005 -0-
May 1, 2005 -0-
June 1, 2005 $507,500.00
July 1, 0000 -0-
Xxxxxx 1, 2005 -0-
September 1, 2005 -0-
October 1, 2005 -0-
November 1, 2005 -0-
December 1, 2005 $507,500.00
January 1, 2006 -0-
February 1, 2006 -0-
March 1, 2006 -0-
April 1, 2006 -0-
May 1, 2006 -0-
June 1, 2006 $507,500.00
EXHIBIT "B"
MINIMUM PARTS
PERIOD PARTS
July 1, 2001 Through June 30, 2002 500
July 1, 2002 Through June 30, 2003 1,000
July 1, 2003 Through June 30, 2004 4,000
July 1, 2004 Through June 30, 2005 7,250
July 1, 2005 Through June 30, 2006 7,250
EXHIBIT "C"
UNESTRICTED STOCK
500,000 COMMON SHARES
OF
THE MAJESTIC COMPANIES LTD.
[Unrestricted as to Transfer]
EXHIBIT "D"
RESTRICTED STOCK
1,000,000 COMMON SHARES
OF
THE MAJESTIC COMPANIES LTD.
[Transfer Prohibited for the Period of Twelve (12) Months Following
Date of Issue]
