LICENSE AGREEMENT
AGREEMENT, made this 30th day of September, 1997, between AMPLACO
GROUP, INC. ("Licensee"), a New York corporation with offices at 000 Xxxx 000xx
Xxxxxx, Xxxxx, Xxx Xxxx, and KOSZEGI INDUSTRIES, INC., an Indiana corporation
with offices at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxxx ("Licensor").
RECITALS
A. Licensor is the owner of certain real property in South Bend,
Indiana located at ____ Xxxxx Street, South Bend,
Indiana("Licensor's Property").
B. Licensor and Licensee are parties to an Asset Purchase Agreement
dated September 5, 1997, which agreement provides for the use by
Licensee of certain of Licensor's property for the conduct of the
business covered by such Asset Purchase Agreement (the "Business
Use").
C. Licensee wants Licensor to xxxx Licensee a license for the
Business Use of the Licensor's Property.
D. Licensor is willing to grant such license on the terms and
conditions below stated.
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NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the parties agree as follows:
AGREEMENTS
1. Licensor, in consideration of $10.00 and other good and valuable
consideration hereby grants Licensee permission to use the
Licensor's Property non-exclusively for the Business Use.
2. Licensee understands and agrees that such permission is a license
and shall in no way be construed as granting Licensee or any
other person or entity any interest in Licensor's Property.
3. The license created by this agreement may be unilaterally
terminated upon three (3) months prior written notice by either
party to the other informing of such termination.
4. Should the reasonable needs of Licensee as they may develop in
the course of conducting the Business Use require the subleasing
of additional space in the building adjacent to Licensor's
Property where Licensee has simultaneously herewith sublet from
Licensor certain space, the parties shall in good faith negotiate
the terms of such additional subleasing. The aforesaid right of
either party to terminate this license, however, is not
conditioned upon such negotiations or the execution and delivery
of an agreement with respect to such additional space.
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5. Licensee hereby covenants and agrees to indemnify, defend and
hold Licensor harmless from and against any and all claims,
losses, damages, liabilities, costs and expenses, including
attorneys' fees, arising by reason of the use of the Licensor's
Property by Licensee, its agents, contractors, licensees,
invitees, visitors and/or customers, or the termination of this
license.
6. All notices and other communications under this agreement shall
be in writing and shall be deemed given when delivered
personally, mailed by registered mail, return receipt requested,
or sent by documented overnight delivery service to the parties
at the following addresses (or to such other addresses as such
party may have specified by notice given to the other party
pursuant to this provision):
if to Licensor, at
c/o Forward Industries, Inc.
000 Xxxxxxxxx Xxxxxxxx
Xxxx Xxxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx X. Xxxxxxxxx
with a copy to
Squadron, Ellenoff, Plesent & Xxxxxxxxx, LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxx, Esq.
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if to Licensee, at
Amplaco Group, Inc.
000 Xxxx 000xx Xxxxxx
Xxxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxx
with a copy to
Novick, Edelstein, Xxxxxx, et. al.
000 Xxxxxxx Xxxxxx
Xxxxxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx, Esq.
7. This agreement shall bind and inure to the benefit of Licensee,
Licensor and only Licensor's successors and assigns.
8. This agreement contains the entire agreement between the parties
and may not be modified except by a written agreement signed by
the party to be charged.
9. This agreement may be signed in one or more counterparts, each
when taken together shall constitute but one and the same
original.
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IN WITNESS WHEREOF, the parties have executed this agreement as of the
date and year first above written.
AMPLACO GROUP INC.
---------------------------------
by
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its
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KOSZEGI INDUSTRIES, INC.
---------------------------------
by
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its
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