LICENSE AGREEMENT
THIS AGREEMENT made this 1st day of April, 1996 by and between AMMONIA
HOLD, INC., a Utah corporation having its principal place of business at 000
Xxxxx Xxxxxxxxxxx Xxxx, Xxxxxx Xxxx, xxxxxxxx, 00000 (hereinafter called "AHI"),
AND
GRACE HOLDINGS LTD., a Bahamas corporation having its principal place of
business at Alliance House, East Bay Street, P.O. Box N-1724, Nassau Bahamas
(hereinafter called "GHL"),
WITNESSETH:
WHEREAS, AHI is the owner of all right, title and interest in and to the
invention, patent
and know-how relating to the invention "A METHOD TO MANUFACTURE MONOCALCIUM
PHOSPHATE AND PRODUCTS PRODUCED THEREFROM". UNITED STATES PATENT
NO. 4 838 922 ISSUED 13 JUNE 1989 (hereinafter "AMMONIA HOLD"); and
WHEREAS, GHL is desirous of obtaining technical assistance and a
license under the rights of AHI.
NOW, THEREFORE, in consideration of the mutual promise covenants and
intending to be legally bound, the parties agree as follows:
ARTICLE I - DEFINITIONS
Section 1.1 The term "LICENSED PATENT" means United States Patent
Number 4 838 922 issued June 13, 1989 and any and all divisions, continuations,
continuations-in-part, counterparts, reissues or re-examinations thereof USA or
foreign, and any patents issued on them.
Section 1.2 The term 'LICENSED PRODUCT" means the product which is
covered, or which use is covered by the claims of the patent or whose use is
covered by the claims of the patent of which utilize license know-how. This term
shall include but not be limited to products known as Ammonia Hold and Odor
Scentry.
Section 1.3 The term "LICENSED KNOW-HOW" means proprietary information
of AHI.
ARTICLE II - LICENSED GRANT
Section 2.1 For the sum of one hundred sixty thousand dollars
($160,000.00) paid by GHL, AHI grants and GHL accepts an exclusive,
nontransferable license to sell LICENSED PRODUCTS to nursing home industries and
carpet industries throughout the world. AHI also grants and GHL accepts the
rights to sublicense customers of GHL to use LICENSED PRODUCTS to resell
LICENSED PRODUCTS at GHL's discretion.
ARTICLE II - ROYALTIES
Section 3.1 No royalties are assessed under the terms of this
agreement; however, AHI agrees and GHL accepts the rights of AHI to assess and
receive royalties for all "NEW PRODUCTS" and/or applications developed by AHI.
ARTICLE IV - PAYMENTS
Section 4.1 For the license and right granted under Section 2, AHI
shall pay GHL for sales of "Licensed Products" to industries stated in Section
2.1 at the rate on one third, (1/3), of the profit generated by such sales.
Payment for licensed products shipped under this agreement will be due within 30
days after the first day of the month following payment by customer.
ARTICLE V - REPRESENTATIONS AND WARRANTIES
Section 5.1 Nothing in or under this agreement shall be construed as a
warranty or representation by either party as to the utility, validity, or scope
of any of the patents or LICENSED KNOW-HOW, nor a warranty or representation
that anything made, used, sold, or practiced under this agreement is or will be
free from infringement of patents.
ARTICLE VI - TERM
Section 6.1 The license and right granted under Section 2 shall extend
through the expiration date of the patent unless otherwise terminated as set
forth herein.
Section 6.2 The license and the right granted in Section 2 terminates
automatically in any of the following circumstances:
(a) In the event that GHL is ordered or adjudged bankrupt or undertakes
a corporate reorganization under the bankruptcy act or is placed in the hands or
a receiver or enters into a composition with its creditors or makes an
unauthorized assignment for the benefit of creditors;
(b) In the event that GHL is dissolved or that a sale of substantially
all of its assets is made or that this agreement is attempted to be assigned by
GHL without the prior consent of AHI;
(c) In the event that substantially all of the assets of GHL are seized
or attached in conjunction with any action against it by a third party.
ARTICLE VII - CONFIDENTIALITY AND USE
Section 7.1 GHL shall maintain in confidence 'LICENSED KNOW-HOW"
disclosed to GHL.
ARTICLE VIII - MARKING
Section 8.1 AHI shall conspicuously xxxx and require resellers to xxxx
licensed product with the statement 'THE PURCHASER ACCEPTS THE CONTENTS PACKAGED
OR INVOICED HEREWITH WITH THE UNDERSTANDING THAT PURCHASER IS LICENSED UNDER
PATENT NO. 4 838 922 TO USE, OR RESALE SUCH CONTENTS FOR USE.
Section 8.2 GHL shall take reasonable measure to assure that LICENSED
PRODUCT is used in all fields of the nursing home industry and carpet industry.
ARTICLE IX - MISCELLANEOUS
Section 9.1 Integration. This agreement shall constitute the entire
agreement between the parties with respect to licensing GHL to market LICENSED
PRODUCT. This agreement may not be modified in any manner except by an
instrument in writing signed by duly authorized representatives of AHI and GHL.
Section 9.2 Assignment and Sublicense. GHL may not assign this
agreement nor any of its rights granted in this agreement without AHI's prior
written consent. GHL may sublicense only to the extent expressly provided in
Section 2.
Section 9.3 Indemnification. AHI shall incur all liability whatsoever
for any kind of, and all injury, including death, loss or damage of any kind or
nature, direct or indirect, suffered by person or property arising or resulting
from, or in any way caused by or attributable to the use of practice of the
LICENSED PATENT or LICENSED KNOW-HOW under this agreement. In accordance with
the aforesaid AHI hereby indemnifies and saves GHL harmless of and from any and
all damages, liabilities, suits, cost of suits arising from the aforesaid
liability of AHI and resulting in damages or losses suffered by GHL pursuant
thereto.
IN WITNESS WHEREOF, the parties have executed this agreement by the
signatures of duly authorized representatives as of this first date written
above.
WITNESS: AMMONIA HOLD, INC.
By:
WITNESS: GRACE HOLDING, LTD.
