LICENCE AGREEMENT
THIS
AGREEMENT made as of the ______ day of March, 2003.
by
and between M&K TRUST., a Florida trust (herein referred to as the
“Licensor”) and Intelligent Business Systems Group Inc. (IBSG, Inc.), a company
incorporated under the laws of Delaware, and having its principal place of
business located at 0000 Xxxxxxxx Xx, Xxxxxxx, Xx 32819(herein referred to
as
the “Licensee”).
WHEREAS:
The
Licensor is the owner of certain proprietary software, intellectual property
and
certain customer licenses (the "Property").
The
parties wish that the Licensor grant a license to the Licensee to utilize the
Property and to market and use the Property on the terms and conditions
hereinafter set forth;
WHEREAS:
The
Licensor further grants the Licensee several existing licenses to be maintained
by the Licensee and provide the Licensee all revenue benefits of the
licenses;
NOW
THEREFORE
in consideration of the provisions and mutual covenants herein contained, the
parties hereto agree as follows:
1.APPOINTMENT
AS LICENSEE
1.1
Grant of License Right.
Subject to the provisions herein and for the duration of this Agreement, the
Licensor hereby grants to the Licensee the exclusive right and license to
utilize and apply the Property throughout the world.
1.2
Recission of License
This
License shall be rescinded by Licensor and Licensee when and if the Licensee
is
sold or is merged into another business entity.
2.
LICENCE FEE AND ROYALTY PAYMENTS
2.1
Licensee Assumes Cost of Development and Marketing.
The
Licensor and the Licensee agree that so long as this License is in existence,
there not be a license fee or royalty other than the Licensee's agreement to
pay
all costs of the development and marketing of the Property.
2.2
Title to Improvements
All
future improvements, changes or developments in and/or to the Property, whether
such improvements, changes or developments are designed or created by the
Licensor or the Licensee or its employees or agents shall be the property of
the
Licensor.
3.
TERMINATION.
3.1
Termination by Licensor
This
Agreement may be terminated immediately by notice in writing given to the
Licensee by the Licensor or in the event that the Licensee is aquired or merged
with another entity:
3.1.1
If
any material change occurs (material changes would be constituted by existing
management having less than fifty percent representation on a revised board
of
directors) in the constitution, management, control or the financial or other
circumstances of the Licensee which, in the reasonable opinion of the Licensor
is materially detrimental to the interest of the Licensor, and in particular,
but without limiting the generality of the foregoing, if any controlling
interest in the Licensee is acquired by an entity engaged in any business
related to the Property which, in the opinion of the Licensor acting reasonably,
is in direct competition with the business of the Licensor or any Affiliate.
And
in the event of a merger/takeover from a company.
3.1.2
Upon
the insolvency, bankruptcy, dissolution or liquidation of the
Licensee.
4.
GENERAL PROVISIONS
4.1
Law of Delaware
This
Agreement shall be governed and interpreted in accordance with the laws of
Delaware and the parties agree to submit all disputes arising hereunder to
the
courts of Delaware.
4.2
Entire Agreement
This
Agreement constitutes the entire agreement between the parties hereto relating
to the subject matter hereof and supersedes all prior and contemporaneous
agreements, understandings, negotiations and discussions, whether oral or
written, of the parties and there are no general or specific warranties,
representations or other agreements by or among the parties in connection with
the entering into of this Agreement or the subject matter hereof except as
specifically set forth herein.
4.3
Amendments
No
erasure of or addition to any portion of this Agreement except filling in of
blank spaces and lines shall be binding upon the parties unless it is in writing
signed by duly authorized officers of both parties.
4.4
Assignment
The
Licensor shall be entitled without restriction to assign the whole or any part
of this Agreement. The Licensee may not assign the whole or any part of this
Agreement without the Licensor's prior written consent.
IN
WITNESS WHEREOF
the parties hereto have executed this Agreement on the day and year first above
written.
| M&K TRUST IBSG, Inc. | ||
| |
|
|
| By: | /s/ Xxx xx Xxxxx-Xxxxxx | |
|
Xxx xx Xxxxx-Xxxxxx |
||
| Trustee X. Xxxxxx, acting CEO | ||
