INTELLECTUAL PROPERTY LICENSE AGREEMENT
EXHIBIT
10.2
This
Intellectual Property License Agreement (the “Agreement”) is made effective as
of May 7, 2007 (the “Effective Date”) between Fefer Xxxxxxxx & Cie.
Attorneys at Law, Xxxxxxx xx Xxxxxxxxxx, Xxxxxxxxxxx 0000 Barberêche
(“Licensor”) and Stirling Acquisition Corporation, 0000 Xxxxxxxx Xxxxxxxxx,
Xxxxxxx, Xxxxxxx 00000 (“Licensee”).
WHEREAS,
the
Licensor has developed the unique and novel concept, structure and disclosure
documentation for a fully integrated offering under the Securities Act of
1933
for the stock of a blank check company; and
WHEREAS,
the
Licensor has developed protocols for the sale of the securities described
in the
disclosure documentation and the implementation of the associated business
methods and plan of operations; and
WHEREAS,
the
named partners of the Licensor have organized and capitalized the Licensee
for
the primary purpose of registering its securities for sale to the public
in
conformity with the disclosure documentation, selling its securities to the
public in conformity with the marketing protocols and implementing the business
methods and plan of operations described in the disclosure documentation;
and
WHEREAS,
the
Licensor and Licensee wish to formalize their agreements and understandings
with
respect to the ownership of the intellectual property that will form the
basis
for the Licensee’s proposed Form S-1 Registration Statement under the Securities
Act of 1933 (the “Registration Statement”);
NOW,
THEREFORE,
In
consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
Article
I
Description
of Licensed Materials
The
disclosure documentation, offering protocols, business methods and plan of
operations that are the subject of this Agreement shall generally consist
of
original works of authorship prepared by the Licensor, which include the
following specific elements and are hereinafter referred to as the “Licensed
Materials:”
| 1. |
A
complete draft of a Form S-1 Registration Statement under the Securities
Act of 1933 for a blank check company that proposes to conduct a
fully
integrated registered offering of securities pursuant to Securities
and
Exchange Commission Rule 419 (the “Registration
Statement”);
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| 2. |
A
complete draft of the prospectus that forms a part of the Form S-1
Registration Statement including the financial statements and subscription
documents incorporated therein (the
“Prospectus”);
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| 3. |
Complete
drafts of any additional agreements or other documents that are required
to be filed as exhibits to the Form S-1 Registration Statement (the
“Exhibits”); and
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| 4. |
Any
changes, modifications or amendments to the Registration Statement,
Prospectus or Exhibits arising from pre-effective amendments to the
Registration Statement or any of the documents included or incorporated
therein.
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To
the
extent that Licensor now has or hereafter acquires any other or additional
copyrights, trademarks, service marks, patent rights or other intellectual
property rights that relate to the disclosure documentation, offering protocols,
business methods and plan of operations embodied in the Licensed Materials,
all
such intellectual property rights shall be subject to the terms of this
Agreement with the same force and effect as if expressly identified herein.
Licensee acknowledges that exclusive title to the copyright associated with
the
authorship of the Licensed Materials, together with any other or additional
trademarks, service marks, patent rights or other intellectual property rights
that
relate
in
any way to the Licensed Materials is and shall remain vested with Licensor.
Licensee shall not have any right, title or interest in the Licensed Materials
except as expressly set forth in this Agreement.
Article
II
Grant
of License
Licensor
hereby grants Licensee a worldwide non-exclusive; perpetual, royalty-free
license to use the Licensed Materials for the purpose of creating one or
more
documents (the “Derivative Works”) that will be used by the Licensee in
connection with the registration of its proposed public offering of securities
under the Securities Act of 1933, the satisfaction of its reporting obligations
under the Securities Exchange Act of 1934 and the implementation of the offering
protocols, business methods and plan of operations embodied in the Licensed
Materials. Without limiting the generality of the foregoing, the Licensee
is
expressly authorized to:
| 1. |
Use
all or any part of the Licensed Materials in connection with the
preparation of a Form S-1 registration statement under the Securities
Act
of 1933, including the Prospectus, Exhibits and other documents included
therein;
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| 2. |
Use
all or any part of the Licensed Materials in connection with the
preparation of any required pre-effective or post-effective amendments
to
the Licensee’s Form S-1 Registration
Statement;
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| 3. |
Use
all or any part of the Licensed Materials in connection with the
preparation of any subsequent reports or proxy statements that the
Licensee may be required to file under the Securities Exchange Act
of 1934
and that are based in whole or in part on the Licensed
Materials;
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| 4. |
File
the Derivative Works with the Securities and Exchange Commission,
other
securities regulatory authorities, the National Association of Securities
Dealers, Inc., domestic or foreign securities exchanges and other
governmental or self-regulatory organizations that are or may be
directly
or indirectly involved in the regulation of the securities
industry;
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| 5. |
Use,
display, reproduce, translate into other languages, exploit, disseminate,
and distribute complete and accurate copies of the Derivative Works
in
accordance with the rules and regulations of the Securities and Exchange
Commission and other securities regulatory
authorities;
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| 6. |
Publish,
disseminate and otherwise distribute an unlimited number of complete
and
accurate copies of the Derivative Works in conformity with the rules
of
the Securities and Exchange Commission and established practices
in the
securities industry; and
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| 7. |
Grant
a general authorization that will permit Authorized Users, including
but
not limited to the Securities and Exchange Commission, other securities
regulatory authorities, brokers, dealers, underwriters, third-party
information disseminators and others, to engage in the unrestricted
distribution and dissemination of complete and accurate copies of
the
Derivative Works in conformity with the rules of the Securities and
Exchange Commission and established practices in the securities
industry.
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Article
III
Delivery
of Licensed Materials to Licensee
Licensor
will provide the Licensed Materials to the Licensee in the following
manner:
| 1. |
File
Transfer.
Copies of the Licensed Materials will be provided to the Licensee
through
electronic transfer, by means of File Transfer Protocol or
otherwise.
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| 2. |
Physical
Media.
Copies of the Licensed Materials will be provided to the Licensee
on
digital computer disk or other electronic media for use on the networks
and workstations maintained by Licensee and its Authorized
Users.
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| 3. |
Network
Access.
The Licensed Materials will be stored at one or more Licensor locations
in
digital form accessible by telecommunications links between such
locations
and the networks of Licensee and its Authorized
Users.
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| 4. |
Printed
Copies.
Copies of the Licensed Materials will be provided to the Licensee
in
printed form for use and copying by Licensee and its Authorized
Users.
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Article
IV
Creation
of Derivative Works
Licensee
is expressly authorized to create one or more Derivative Works based on the
Licensed Materials, provided that:
| 1. |
Such
Derivative Works may only be used by the Licensee in connection with
the
registration of its proposed public offering of securities under
the
Securities Act of 1933, the satisfaction of its reporting obligations
under the Securities Exchange Act of 1934 and the implementation
of the
offering protocols, business methods and plan of operations embodied
in
the Licensed Materials;
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| 2. |
All
pre-effective amendments to the Licensee’s Form S-1 Registration shall be
prepared by the Licensor, or outside legal counsel selected and paid
by
the Licensor, and title to any additional copyrights or other intellectual
property arising from such pre-effective amendments shall, subject
to the
terms of this Agreement, be vested exclusively in the Licensor;
and
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| 3. |
Licensee
expressly agrees and acknowledges that any additional copyrights
arising
from such pre-effective amendments shall not constitute a work for
hire or
confer on Licensee any rights that vary in any material respect from
the
License granted by this Agreement.
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Article
V
Authorized
Users
The
Authorized Users of complete and accurate copies of the Derivative Works
are:
| 1. |
Full
and part time employees (including attorneys, accountants, advisors,
consultants and independent contractors) of Licensee, regardless
of the
physical location of such persons;
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| 2. |
The
U.S. Securities and Exchange Commission, other domestic or foreign
securities regulatory authorities, and all employees (including attorneys,
accountants, advisors, consultants and independent contractors)
thereof.
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| 3. |
The
National Association of Securities Dealers, Inc., every domestic
or
foreign stock exchange and every domestic or foreign self regulatory
organization that regulates or purports to regulate any aspect of
the
securities business, and all employees (including attorneys, accountants,
advisors, consultants and independent contractors)
thereof.
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| 4. |
Every
NASD member broker-dealer and every domestic or foreign broker dealer
who
is not an NASD member but is otherwise licensed or authorized to
act as a
broker-dealer in any domestic or foreign jurisdiction, and all employees
(including attorneys, accountants, advisors, consultants and independent
contractors) thereof.
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| 5. |
All
information services that provide printed or electronic copies of
documents, summary information, technical analysis, investment advice
or
other data or information relating to companies that have registered
their
securities under the Securities Act of 1933 or the Securities Exchange
Act
of 1934, and all employees (including attorneys, accountants, advisors,
consultants and independent contractors)
thereof.
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| 6. |
Every
person, firm or legal entity, however constituted, that has a legal
or
equitable right to receive or review printed or electronic copies
of
documents, summary information, technical analysis, investment advice
or
other data or information relating to companies that have registered
their
securities under the Securities Act of 1933 or the Securities Exchange
Act
of 1934, and all employees (including attorneys, accountants, advisors
and
independent contractors) thereof.
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| 7. |
Every
other person or legal entity, however constituted, that has an interest
in
receiving or reviewing printed or electronic copies of documents,
summary
information, technical analysis, investment advice or other data
or
information relating to companies that have registered their securities
under the Securities Act of 1933 or the Securities Exchange Act of
1934.
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Article
VI
Authorized
Uses
Authorized
Users may use complete and accurate copies of the Derivative Works, or any
portion thereof, for all purposes that are consistent with the Fair Use
Provisions of United States and international law, or permitted by the express
terms of this Agreement. Nothing in this Agreement shall be construed as
restricting or otherwise limiting any Authorized User’s rights under the Fair
Use provisions of United States or international law to use complete and
accurate copies of the Derivative Works, or any portion thereof
Without
limiting the generality of the foregoing, any Derivative Works that are based
in
whole or in part on Licensed Materials may be used for purposes of criticism,
analysis, comment, news reporting, education, scholarship, research and other
reasonable purposes as follows:
| 1. |
Display.
Authorized Users shall have the right to electronically display complete
and accurate copies of any Derivative Works that are based in whole
or in
part on Licensed Materials.
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| 2. |
Digitally
Copy.
Authorized Users may download and digitally copy complete and accurate
copies of any Derivative Works that are based in whole or in part
on
Licensed Materials.
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| 3. |
Print
Copy.
Licensee and Authorized Users may print an unlimited number of complete
and accurate copies of any Derivative Works that are based in whole
or in
part on Licensed Materials.
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| 4. |
Dissemination
Fees.
Authorized Users may charge a reasonable fee for services rendered
in
connection with the printing, publication, distribution or other
dissemination of complete and accurate copies of any Derivative Works
that
are based in whole or in part on Licensed
Materials.
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| 5. |
Databases.
If
all or any portion of the Derivative Works are included in a database,
compilation, or collection of information, Authorized Users shall
be
permitted to extract or use information contained in the Derivative
Works
for criticism, analysis, comment, news reporting, education, scholarship,
research and other reasonable purposes, including extraction and
manipulation of information for the purpose of illustration, explanation,
example, comment, criticism, teaching, research, or
analysis.
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| 6. |
Electronic
Links.
Licensee and Authorized Users may provide electronic links to complete
and
accurate copies of any Derivative Works from web page(s), and are
encouraged to do so in ways that will increase the usefulness and
maximize
the availability of complete and accurate copies of the Derivative
Works.
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| 7. |
Caching.
Licensee and Authorized Users may make such local digital copies
of the
Derivative Works as may be necessary to ensure efficient use by browsers
or other computer software.
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| 8. |
Indices.
Licensee and Authorized Users may use summaries of and extracts from
the
Derivative Works in connection with the preparation of integrated
database
indices and abstract and keyword indices.
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| 9. |
Information
Sharing.
Authorized Users may transmit to third parties, in hard copy or
electronically, all or any portion of the Licensee’s Registration
Statement, prospectus and other reports and proxy statements that
are
based in whole or in part on Licensed Materials.
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Article
VII
Limitations
on Use of Licensed Materials
Licensee
shall not license anyone to use the Licensed Properties for any purpose or
knowingly permit anyone other than full and part time employees of the Licensee
(including attorneys, accountants, advisors, consultants and independent
contractors) to use the Licensed Materials. Licensee shall not knowingly
permit
anyone other than Authorized Users to use the Derivative Works.
Licensee
shall include conspicuous copyright or other notices in each Derivative Work
that is based in whole or in part on Licensed Materials, and the Licensor
shall
have the sole and exclusive authority to approve or disapprove the form and
placement of such notices
No
Authorized User shall be permitted to copy all or any substantial portion
of the
Derivative Work and then use such copied material as the basis for a
registration statement or other SEC report that is filed on behalf of any
person
other than the Licensee.
Except
as
specifically permitted in this Agreement, the Licensee and the Authorized
Users
may not use the Licensed Materials or the Derivative Works for commercial
purposes, including but not limited to the bulk reproduction, distribution
or
dissemination of the Licensed Materials in any form.
Article
VIII
Assignment
and Transfer
Neither
party may assign, directly or indirectly, all or part of its rights or
obligations under this Agreement without the prior written consent of the
other
party, which consent shall not be unreasonably withheld or delayed.
Notwithstanding the generality of the foregoing, all of the Licensee’s rights
and responsibilities under this Agreement shall, in connection with the closing
of a business combination of the type contemplated by the Licensed Materials,
inure to the benefit of the combined companies, without regard to the legal
form
or structure of the transaction.
Article
IX
Governing
Law
This
Agreement shall be interpreted and construed according to, and governed by,
the
laws of the United States of America and the State of Delaware, excluding
any
such laws that might direct the application of the laws of another jurisdiction.
The federal or state courts located in the states of Delaware and/or Florida
shall have jurisdiction to hear any dispute under this Agreement. No provision
of this Agreement shall be construed in a manner that would be inconsistent
with
the Licensee’s legal duty to conduct all of its proposed activities in
compliance with applicable state and Federal laws, the Rules and Regulations
of
the Securities and Exchange Commission and established practice in the
securities industry.
Article
X
Dispute
Resolution
In
the
event any dispute or controversy arising out of or relating to this Agreement,
the parties agree to exercise their best efforts to resolve the dispute as
soon
as possible. While seeking a resolution of any such dispute, the parties
shall,
without delay, continue to perform their respective obligations under this
Agreement that are not affected by the dispute.
Arbitration.
Any
controversies or disputes arising out of or relating to this Agreement shall
be
resolved by binding arbitration in accordance with the then current Commercial
Arbitration Rules of the American Arbitration Association. The parties shall
endeavor to select a mutually acceptable arbitrator knowledgeable about issues
relating to the subject matter of this Agreement. In the event the parties
are
unable to agree to such a selection, each party will select an arbitrator
and
the arbitrators in turn shall select a third arbitrator. The arbitration
shall
take place at a location that is reasonably centrally located between the
parties, or otherwise mutually agreed upon by the parties.
All
documents, materials, and information in the possession of each party that
are
in any way relevant to the claim(s) or dispute(s) shall be made available
to the
other party for review and copying no later than 15 days after the notice
of
arbitration is served.
The
arbitrator(s) shall not have the authority, power, or right to alter, change,
amend, modify, add, or subtract from any provision of this Agreement or to
award
punitive damages. The arbitrator shall have the power to issue mandatory
orders
and restraining orders in connection with the arbitration. The award rendered
by
the arbitrator
shall
be
final and binding on the parties, and judgment may be entered thereon in
any
court having jurisdiction. The agreement to arbitration shall be specifically
enforceable under prevailing arbitration law. During the continuance of any
arbitration proceeding, the parties shall continue to perform their respective
obligations under this Agreement.
Article
X
Miscellaneous
This
Agreement constitutes the entire agreement of the parties and supersedes
all
prior communications, understandings and agreements relating to the subject
matter hereof, whether oral or written.
No
modification or claimed waiver of any provision of this Agreement shall be
valid
except by written amendment signed by authorized representatives of Licensor
and
Licensee.
If
any
provision or provisions of this Agreement shall be held to be invalid, illegal,
unenforceable or in conflict with the law of any jurisdiction, the validity,
legality and enforceability of the remaining provisions shall not in any
way be
affected or impaired thereby.
Waiver
of
any provision herein shall not be deemed a waiver of any other provision
herein,
nor shall waiver of any breach of this Agreement be construed as a continuing
waiver of other breaches of the same or other provisions of this Agreement.
All
notices given pursuant to this Agreement shall be in writing and may be hand
delivered, or shall be deemed received within 5 days after mailing if sent
by
registered or certified mail, return receipt requested. If any notice is
sent by
facsimile, confirmation copies must be sent by mail or hand delivery to the
specified address. Either party may from time to time change its Notice Address
by written notice to the other party.
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If
to Licensor:
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If
to Licensee:
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|
Fefer
Xxxxxxxx & Cie.
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914
Stirling Acquisition Corporation
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Attorneys
at Law
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Curlew
Road, Suite 403
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Château
de Barberêche
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Xxxxxxx,
Xxxxxxx 00000
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Xxxxxxxxxxx
0000 Barberêche
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Facsimile
(000) 000-0000
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Facsimile
x0000 000 0000
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IN
WITNESS WHEREOF,
the
parties have executed this Agreement by their respective, duly authorized
representatives as of the date first above written.
Fefer
Xxxxxxxx & Cie., Attorneys at Law Stirling
Acquisition Corporation
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By:/s/
XXXX X. XXXXXXXX
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By:/s/
XXXXX X. XXXXXX
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Xxxx
X. Xxxxxxxx, Partner
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Xxxxx
X. Xxxxxx, President
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