EXHIBIT 8
LICENSE AGREEMENT
78
LICENSE AGREEMENT
THIS AGREEMENT made as of the 31st Day of July, 1999 BETWEEN:
493525 B.C., LTD. dba Tamark Communications,
(a British Columbia corporation)
#1212 000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxx Xxxxxxxx Xxxxxx X0X XX0
(hereinafter referred to as "Licensor")
OF THE FIRST PART
AND:
AMERICAN COMMUNICATIONS ENTERPRISES, INC.,
(a Nevada corporation)
x/x XXXX, XXXXX XXXXXX, XXXXXX & XXXXXXXXX, XXXX, Xxxxxxxxx 0000 Xxx Xxxx
Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 (hereinafter referred to as "Licensee")
OF THE SECOND PART
WHEREAS:
1. The Licensor is the exclusive worldwide rights holder of proprietry
technology designed to be a viable alternative to standard communication routing
or "gateways" to communication. This technology may have line extensions and
improvements from time to time as needed to operate the system(s). This
technology is currently known as "Tamark Communications" in North America and
elsewhere. There is currently no trademark registration nor patent for this
proprietary technology. This technology, including variations, improvements and
product line extensions are hereinafter referred to as the "Gateways".
2. The Licensor's Gateways, with all improvements thereto made by the
Licensor from time to time during the term of this agreement, shall be
considered as the "Gateways". The Gateway technology is currently distributed
under the tradenarne"Tamark Communications" and other such suitable tradenames.
The technology is proprietary and is distinguished by certain technological
criteria.
3. The Licensor is the holder to the worldwide marketing and distribution
license to the Gateways along with the various promotional literature
and Gateways information suitable for use in the world market.
4. The Licensee is desirous of obtaining four exclusive Gateways in the North
American market. The Licensee may sub-license these. four Gateways within
the various territories to suitable sub-licensees. The licensee will have
the exclusive rights to market and distribute the four Gateways within the
selected territories.
(1)
79
The sub-licensees will have the assigned rights to market and distribute
the Gdteway within a specific territory. The Licensor reserves the right to
approve the various tradenames, logos, etc, as may be deemed appropriate. The
Licensor hereby warrants that the Licensor has not registered any tradenames for
the Licensee, although the Licensee has the right to use the tradename "AmComm
Gateways", in the specific teritories.
5. The Licensor is hereby granting four Gateways to the Licensee by virtue of
the terms and conditions more particularly herein described. , NOW THEREFORE
THIS AGREEMENT WITNESSED that in consideration of the mutual covenants and
premises contained herein, and other good and valuable consideration (the
receipt, adequacy and sufficiency of which are hereby acknowledged), the
parties hereto agree as follows:
TERMS AND CONDITIONS:
1. The Licensor warrants that it is the possessor and exclusive holder of the
technology, and all of the improvements thereof, and its worldwide marketing and
distribution rights. The Licensor is rightfully and absolutely possessed of and
entitled to the worldwide marketing and distribution rights of the Gateways, and
further warrants that such exclusive rights or any portion thereof are fully
assignable and the Licensor has the right to grant or assign the License as set
forth herein. 2. The Licensor hereby grants and assigns to the Licensee, the
marketing and distribution rights for four (4) Gateways for specific
territories, in consideration for 9,600,000 common non-assessable shares of
stock of the Licensee's share capital issued to the Licensor or designees. The
Licensee agrees to pay to the Licensor a continuing 1% royalty, which is based
on gross sales, exclusive of any local, state or federal taxes, or sales
commissions or promotional costs generated from the use of Gateways. 3. 4. The
Licensor does hereby warrant and agrees that: a) the Licensee and Sub-Licensees
may market and distribute the four Gateways
within a specific territory, or in the case of a Sub-Licensee within the
Territory, in finished (saleable) form, and may distribute within the four
specific territories.
b) the Licensee and Sub-Licensees (if any) shall be appraised of all
improvements and amendments to the Gateways line.
c) the Licensee and Sub-Licensees must conduct ethical business practice with
respect to advertising, credit arrangements, sub-distributor agreements,
sales contracts, and in all other phases of marketing and distributing the
Gateways in the normal course of business.
The License Agreement hereby granted shall continue in existence until
terminated,
(2)
80
PROVIDED that this Agreement may not be terminated except as follows-
a) Upon mutual written consent of the parties hereto
b) At the option of the Licensor if the Licensee defaults or fails to
perform any of the Licensee's obligations under this Agreement and/or
fails to cure any such default or take all reasonable steps to do so
within sixty (60) days after written notice thereof has been given by
the Licensor to the Licensee.
c) At the option of the Licensor:
i) If the Licensee becomes insolvent.
ii) If a receiver is appointed to take possession of the Licensee's
business or property or any part thereof.
iii) If the Licensee shall make a general assignment for the
benefit of creditors, d) At the option of the Licensee if the
Licensor defaults or fails to perform any of their assigned
obligations under this Agreement and shall fail to cure any
such default or take all reasonable steps to do so within sixty (60) days
after written notice thereof has been given to the Licensor by the Licensee.
At all times, the Licensor must be able to produce the Gateways and deliver
to the Licensee's marketplace.
5. Should the Licensee not be able to obtain Gateways from the Licensor within a
reasonable period of time, the Licensee may choose to make arrangements with a
contract technology manufacturer to continue with the flow of Gateways
distribution. If the Licensor fails to provide the Gateways to the Licensee and
their customers within 45 days of a valid purchase order, the Licensee may then
call upon the Licensor to disclose the technology and manufacturing techniques
to provide the protection to keep the Licensee's clients by having the ability
to deliver the Gateways. Should the Licensor be able to resume manufacturing on
a viable basis, the Licensee must return to the Licensor for Gateway supply. 6.
The Licensor and Licensee provides and warrants that all Gateways delivered to
the marketplace shall be free from defects in quality, workmanship and/or
materials and as delivered and manufactured by the Licensor. In the event that
any Gateway is found defective in quality, workmanship and/or materials, the
responsible party shall have sixty days to correct the defective Gateway. 7.
This Agreement provides that upon receipt of a valid purchase order from a
distributor or direct customer, the Licensee shall proceed with all due
diligence and shall use its best efforts to order the Gateway from the Licensor
and distribute the Gateways. 8. This Agreement provides that the rights and
privileges granted to the Licensee, under the terms & conditions of this
Agreement, shall apply to any improved version of the Gateways and that the
Licensor shall be expedient in the notification of any and all such improvements
of the Gateways to the Licensee. Further, the Licensee shall be entitled to
market any and all improvements and any additional Gateways developed by the
Licensor under the same terms and conditions as described herein for original
Gateways.
81 (3)
9. The parties hereto agree to use their best efforts to carry out the
provisions of this License Agreement, but in the event of accidents, fires,
delays in manufacturing, delays of carriers and government actions, acts of God,
state of war, or any other cause beyond the control of either party, neither
party shall be required to perform, nor shall the delay, non performance or
other default resulting from or contributed to by any of the above reasons give
either party the right to terminate this Agreement. The parties hereto agree
that time for performance be extended to allow for the delay resulting from
circumstances and events.
10. The Licensor and Licensee agree that they will, at
their sole expense, either directly or by their agents, take whatever steps
necessary to protect the proprietary technology of the Gateways and the created
tradename "AmComm Gateways", or any subsequent tradenames of the Gateways used
by the Licensee with the consent of the Licensor.
11. This Agreement provides that the Licensor and Licensee will take all
reasonable steps to preserve and protect the technology to the best of their
ability and to protect all trade secrets and proprietary information contained
herein and agrees that the quality and standards of the Gateways shall be
maintained in accordance with the highest specifications.
12. The Licensee hereby accepts the rights to mass market the Gateways and t
use its best efforts and to take all reasonable actions to promote custome
interest and effect the sale of the Gateways.
13. The Licensee's plan of marketing the Gateways shall be conducive to high
advertising and distributing standards.
14. The Licensee shall have the right to appoint and sub-license distributors
and/or sales agents within the Territory to market the Gateways. Said
distributors and/or sales agents will be appointed at the sole discretion of
the Licensee and such agents and/or distributors shall be responsible
only to the Licensee. The Lisensee is responsible to the Licensor.
15. The Licensee herein undertakes that all advertising material conform to
local and federal statutory advertising regulations and to operate within and
conform to Territorial laws.
16. This Agreement provides that the Licensor will provide the Licensee with
any and all literature which it may, from time to time, have in its
possession with respect to the promotion and use of the Gateways.
17. The Licensee shall be responsible for arranging, at the Licensee's
discretion and cost, all of the advertising and other promotional endeavors
within the Territory and shall be solely responsible for same.
(4)
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18. In the event that either party hereto shall deem the other party to be in
default of this Agreement, the one party shall give to the other party written
notice of such default and the other party shall have sixty days from the date
of such notice to remedy such default, or to institute a bona fide proceeding to
remedy such default.
19. This Agreement contains the entire agreement between the parties and no
representations, inducements or agreements, oral and/or otherwise, not
embodied herein, shall have any force or effect.
20. Should any legal dispute arise on the TERMS AND CONDITIONS of this
Agreement, the parties hereto agree to the venue of the State of Nevada, and
its applicable laws for any and all disputes.
THE FOLLOWING DO HEREBY AFFIX THEIR SEALS AND SIGNATURES:
/s/ Xxxxxxx Cornish___________________________________
493525 B. C. LTD. dba Tamark Communications
by Xxxxxxx Xxxxxxx, President
LICENSOR
/s/ Xxxxxx X. Ringle_________________________________
AMERICAN COMMUNICATIONS ENTERPRISES, INC.
by, Xxxxxx X. Xxxxxx, Vice-President, Director
LICENSEE
83 (5)
