EXHIBIT 10.4
AGREEMENT
THIS AGREEMENT MADE EFFECTIVE AS OF SEPTEMBER 4, 2003 (the "Effective Date").
BETWEEN:
Reach Technologies, Inc
Xxxxx 000 - 0000X Xxxxxxxx Xxx
Xxxxxxxx, X.X.
X0X 0X0
("REACH")
AND:
XXXX Logic, Inc.
Xxxx 000 - 0000 Xx. 0 Xx
Xxxxxxxx, X.X.
X0X 0X0
("XXXX")
WHEREAS:
A. REACH (a British Columbia Corporation) is in the business producing Bit Error
Rate Testers;
B. BERT (a Washington Corporation) is a corporation wishes to continue to market
REACH'S Bit Error Rate Testers through a Licensing Agreement with REACH dated
May 31, 2000 and subsequently amended May 11, 2001, October 15, 2001 and October
31, 2001;
C. REACH and XXXX wish to amend the Licensing Agreement dated May 31,
2000 and subsequently amended May 11, 2001, October 15, 2001, October 31, 2001
and May 31, 2003 as it pertains to Exclusivity (the "Transaction"); D. REACH and
XXXX agree that this Agreement will constitute a binding agreement upon them in
respect of the Transaction, such to be on the terms and conditions contained
herein;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants
and agreements herein contained, the parties hereto do covenant and agree (the
"Agreement") each with the other as follows: 1. Representations And Warranties
1.1 XXXX represents and warrants to REACH that XXXX has good and sufficient
right and authority to enter into this Agreement and carry out its obligations
under this Agreement on the terms and conditions set forth herein, and this
Agreement is a binding agreement upon XXXX enforceable against it in accordance
with its terms and conditions.
1.2 REACH represents and warrants to XXXX that REACH has good and sufficient
right and authority to enter into this Agreement and carry out its obligations
under this Agreement on the terms and conditions set forth herein, and this
Agreement is a binding agreement upon REACH enforceable against it in accordance
with its terms and conditions.
2. License Amendment
2.1 The parties agree that, in exchange for the forgiveness of the remaining
promissory note of $10,299 and all accrued interest (approximately but not
limited to $2,400)owed by XXXX to REACH and subject to the terms and conditions
of this Agreement, XXXX agrees to convert the licence to a worldwide
non-exclusive licence
2.2 All other terms in the Licensing Agreement originally dated May 31, 2000 and
subsequently amended shall remain.
3. General
3.1 Time and each of the terms and conditions of this Agreement shall be of the
essence of this Agreement.
3.2 This Agreement constitutes the entire agreement between the parties hereto
in respect of the matters referred to herein.
3.3 The parties hereto shall execute and deliver all such further documents and
do all such acts as any party may, either before or after the execution of this
Agreement, reasonably require of the other in order that the full intent and
meaning of this Agreement is carried out.
3.4 No amendment or interpretation of this Agreement shall be binding upon the
parties hereto unless such amendment or interpretation is in written form
executed by all of the parties to this Agreement.
3.5 Any notice or other communication of any kind whatsoever to be given under
this Agreement shall be in writing and shall be delivered by hand, email or by
mail to the parties at:
Reach Technologies, Inc. XXXX Systems, Inc.
Xxxxx 000 - 0000X Xxxxxxxx Xxx Xxxx 000 - 2188 No. 5 Rd
Victoria, X.X. Xxxxxxxx, X.X.
X0X 0X0 X0X 0X0
Attention: Xxxxx Xxxxx Attention: Xxxxx Rudelsheim
or to such other addresses as may be given in writing by the parties hereto in
the manner provided for in this paragraph.
3.6 This Agreement shall be governed by the laws of Washington State applicable
therein, and the parties hereby attorn to the jurisdiction of the Courts of
Washington State.
3.7 This Agreement may be signed by fax and in counterpart.
IN WITNESS WHEREOF the parties have hereunto set their hands and seals effective
as of the Effective Date first above written.
SIGNED, SEALED AND DELIVERED BY SIGNED, SEALED AND DELIVERED BY
REACH TECHNOLOGIES, INC. XXXX LOGIC, INC.
per: per:
/s/ Xxxx Xxxxxxxxxxxxx /s/ Xxxxx Rudelsheim
Authorized Signatory Authorized Signatory
Name of Signatory: Xxxx Xxxxxxxxxxxxx Name of Signatory: Xxxxx Rudelsheim
Title of Signatory: Director Title of Signatory: Director
