LICENSE AGREEMENT FOR SOFTWARE TOGETHER WITH ASSOCIATED, ISSUED AND PENDING PATENT APPLICATIONS AND KNOW-HOW
FOR
SOFTWARE TOGETHER WITH ASSOCIATED, ISSUED AND PENDING PATENT
APPLICATIONS
AND KNOW-HOW
THIS
AGREEMENT
effective __________________, 2007 is entered into by and between the following
parties:
|
Xxxxx
Xxxxx Xxxxxx (“RAW”)
0000
Xxxxxxx Xxxxx
Xxxx
Xxxxxxxxx, XX
(Hereinafter
RAW)
|
Bright
Screens Inc. (“BSI”)
00000
X. Xxxxxxx Xxx., Xxxxx 000
Xxxxxxxxx,
XX
XXX
00000
A
Nevada corporation
(Hereinafter
License)
|
BACKGROUND
WHEREAS,
Xxxxx
Xxxxx Xxxxxx (“RAW”) possesses the patents (issued and pending) for the
Optical
Channel Plates Technology, and which is defined in more detail
below:
WHEREAS,
RAW
is the
owner of issued United States Letters Patent as follows:
U.S.
Patent US 6,928,219 was granted on August 9th,
2005;
U.K.
GB
2364791 was granted on December 29th,
2004;
and
E.P.
1325363 was granted on 8th
November
2006 - presently being
validated
in Germany, France and Ireland. The German patent office has
assigned
the
patent number DE 601 24 412.5-08 to the EP (DE) patent. The French
and
Irish
patent offices will use the European Patent number.
WHEAREAS,
Bright
Screens, Inc. (“BSI”), now wishes to become a Licensee of
RAW
in
order to obtain, utilize and commercialize the Optical Channel Plates
Technology.
NOW,
THEREFORE,
in
consideration of the terms and conditions and mutual promises contained herein,
the parties agree as follows:
2.
DEFINITIONS
The
following capitalized terms are used herein with the following
meanings:
A. “Licensed
Patents” refers to the issued U.S. Patents 6,928,219 and UK patents
2364791, and to any and all U. S. Patents issuing from the Applications and
any
foreign patents corresponding to the Applications.
B. “Applications”
means the applications for any other jurisdiction which stem from the original
GB Filing.
C. “OCP
Technology and Know-How” shall include the Licensed Patents, the Applications
and any Know-How contained in the Deliverables or otherwise disclosed to
Licensee by RAW.
D. “OCP
Technology” means making practical use of any of the inventions claimed in the
Licensed Patents, the Applications or any of the OCP Technology or Know-How
disclosed to Licensee by RAW.
E. “Affiliate”
means a fifty-one percent (51%) or more majority owned subsidiary of Licensee,
but such subsidiary shall be deemed to be an Affiliate only so long as such
ownership exists.
X.
XXXXX OF LICENSE
1.1 Technology
License - Subject to the terms and conditions in this License Agreement, RAW
hereby grants to Licensee and to Licensee’s Affiliates (but only for so long as
any such Affiliate fulfils the definition above), the right and license with
respect to the OCP, to create and prepare products for sale.
1.2 The
above
right granted by RAW to the Project and now the Licensee and its Affiliates
shall be exclusive.
1.3 Licensee
shall not have the right to sublicense the OCP Technology and Know-How to any
third party.
1.4 Licensee
acknowledges and agrees that it is not entitled to participate in the
prosecution of The Applications, and that it has no proprietary interest in
the
OCP Technology and Know-How except as a Licensee hereunder. Further, the parties
agree that the continuing prosecution of The Applications and scope of any
resulting patents shall be at RAW’s sole option. No license is granted to
Licensee by RAW, either directly or by implication, estoppel or otherwise,
under
any patents including the Licensed Patents, except that the License of the
OCP
technology to Licensee shall be deemed not to infringe the RAW patents listed
anywhere in the agreement.
1.5 Know
-
How provisions
Licensee
shall treat all RAW Know-How as confidential information.
II.
PAYMENTS AND ROYALTIES
Patent
Royalties: For rights under any and all Licensed Patents, for a period of 20
years from the date of this agreement, a royalty of Five Per Cent (5%) of gross
sales of BSI.
III.
ACCOUNTING
3.1 Accounting:
Licensee agrees to maintain, in accordance with Generally Accepted Accounting
Practices, and keep at its principal place of business in the United States,
full and accurate records on all Licensed Product manufactured, shipped, used,
sold or otherwise disposed of including without limitation by way of Commercial
Sale.
3.2 During
the term of the License Agreement and for 12 months thereafter, Licensee agrees
to allow an Independent Public Accountant(s) designated by RAW, and at RAW’s
expense, during normal business hours and upon at least 48 hours notice, to
examine and audit said records and any other material of Licensee that the
Accountant shall deem necessary to determine the sales and net revenue of the
Licensee. The Accountant shall report to RAW only whether Licensee’s reports
have or have not been correct, and the amount of any error. All other
information disclosed to the Accountant shall be maintained in strict
confidence. Such audit shall take place no more than once per year, unless
an
error of greater than 5% of Licensee’s yearly revenues is found.
3.3
Licensee
agrees to render to RAW within 60 days after the end of each Licensee’s business
year full and accurate statements showing the amount of Licensed product
shipped, or otherwise put to use by Licensee, during the proceeding quarterly
business period.
IV.
DELIVERABLES
RAW
shall
provide reasonable support to Licensee during the first six (6) months of this
agreement regarding the OCP Technology and Know-How as implemented in the
KCE.
V.
CONFIDENTIALITY
5.1 Licensee
agrees that it will hold in trust and will not disclose, distribute, copy,
reproduce, reveal, publish or communicate to any person which is not an
Affiliate, any of the OCP Technology and Know-How or other confidential or
proprietary information of RAW.
6.1 RAW
represents that no claim of infringement of any copyright, patent, trade secret
or other intellectual property right has been made or is pending against RAW
relative to the OCP Technology and Know-How. Notwithstanding anything to the
contrary contained herein, the parties agree that due to the specified royalty
and to Licensee’s incorporation and change of the technology into Licensed
Products. RAW shall have no obligation to indemnify License in regard to any
allegation and/or finding of infringement of any patent, copyright, trade secret
or other intellectual property right hereunder. RAW assumes no liability in
respect of any infringement of any patents or other rights of third parties
arising from the OCP Technology and Know-How and/or Licensed Patents. Further,
nothing contained herein shall be construed as an obligation to bring or
prosecute actions against third party infringers of the Licensed Patents and/or
the OCP Technology and Know-How.
6.2 Upon
notice by RAW, Licensee agrees that it shall xxxx all OCP Products with the
statement: “Licensed
under one or more of the following Patents: (patent numbers)”.
VII.
WARRANTY AND LIMITATION OR WARRANTY
7.1 RAW
warrants that it is the author of and has the full and exclusive right, title,
and interest in and to the OCP Technology and Know-How and the technology known
as the KCE.
7.2 License
acknowledges that RAW is making no warranty or representation as to the use,
operation, fitness or salability of the Licensed Products.
7.3 OTHER
THAN AS SET FORTH HEREIN, THERE ARE NO OTHER WARRANTIES EITHER EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. THE OCP TECHNOLOGY IS DELIVERED TO LICENSEE
“AS IS”. RAW SHALL NOT BE LIABLE FOR ANY DAMAGES INCURRED BY LICENSEE INCLUDING
BUT NOT LIMITED TO GENERAL, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING
FROM OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE OCP
TECHNOLOGY AND KNOW-HOW AND/OR THE LICENSED PRODCUTS. THE PARTIES AGREE THAT
LICENSEE SHALL BE SOLELY RESPONSIBLE FOR DETERMINING THE ACCEPTABILITY,
FUNCTIONALITY, AND/OR THE USE OF THE OCP TECHNOLOGY AND KNOW-HOW IN LICENSED
PRODUCTS.
7.4 APART
FROM DAMAGES ARISING FROM LICENSEE’S BREACH OF THE CONFIDENTIALITY OR
INTELLECTUAL PROPERTY PROVISIONS OF THIS LICENSE AGREMENT, LICENSEE SHALL NOT
BE
LIABLE FOR ANY DAMAGES INCURRED BY RAW INCLUDING BUT NOT LIMITED TO GENERAL,
SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM ON OR IN CONNECTION
WITH LICENSEE’S MARKETING OR SALE OR LICENSED PRODUCT.
VIII.
TERM AND TERMINATION
8.1 Except
as
otherwise provided herein, this License Agreement shall continue in full force
in effect for a period of twenty years, or until the expiration date of the
last
Licensed Patents if later.
8.2 If
Licensee shall at any time default in making any payment required to be made
by
it under this License Agreement or shall fail to perform any of its obligations
under this License Agreement, RAW, at its sole discretion, and in addition
to
any other remedies that it may have, at any time thereafter may terminate this
agreement by giving at least thirty (30) days written notice to Licensee to
terminate, which notice shall specify the breach relied upon. Licensee may
prevent termination of this agreement by remedying said breach within the period
of such notice.
8.3 In
the
event this License Agreement is terminated for any reason, all licenses and
rights granted Licensee hereunder shall cease and expire. No such termination,
however, shall prejudice the rights of RAW to recover any royalty or other
sum
due at the time of such termination, nor prejudice any cause of action or claim
of RAW accrued or to accrue on account of any breach or default hereunder by
Licensee.
IX.
GOVERNING LAW
9.1 Governing
Law: This agreement is made in and shall be governed in all respects by the
laws
of the state of Nevada, USA. The parties agree that all negotiations,
discussions, agreements between RAW and Core Relations Corp., have taken place
in Nevada and no other jurisdiction, and both parties agree that no claim shall
be made that the law of any other jurisdiction shall apply to this
agreement.
9.2 Both
RAW
and Licensee wish to avoid disputes relating to or arising out of this License
Agreement. In the event of any dispute or perceived problem, each pledges itself
to give notice to the other party and to seek an amicable resolution. Failure
to
reach agreement shall allow either party to reach resolution through Commercial
Arbitration in Las Vegas, Nevada, USA.
X.
GENERAL PROVISIONS
10.1 This
License Agreement does not constitute a partnership agreement between the
parties hereto.
10.2 This
License Agreement may not be changed except by written agreement signed by
the
parties hereto.
10.3 Licensee
shall be responsible for obtaining any an all export licenses, which may be
required under this License Agreement.
10.4 All
notices required or permitted to be given hereunder shall be in writing and
shall be sent by Certified or by Registered Mail, or by Federal Express courier
or any other means of delivery of notice where an independent and verifiable
record is kept by the transmitting service addressed as follows:
To
RAW:
0000
Xxxxxxx
Xxxx
Xxxxxxxxx, XX
Xxxxxx
00000
X.
Xxxxxxx Xxxxxx, Xxxxx 0
Xxxxxxxxx, XX 00000
XXX
Either
party shall give written notice to the other of any changes in its
address.
10.5 Any
controversy between the parties with respect to any paragraph of this License
Agreement, shall not affect the validity, operability, rights, or obligations
of
the parties under the remaining paragraphs of this License
Agreement.
10.6 This
License Agreement (together with any Exhibits attached hereto) constitutes
the
entire agreement between the parties with respect to the subject matter hereof
and shall supersede all prior agreements, oral or written, and all other
communications between the parties relating to the subject matter
hereof.
In
witness whereof, the parties hereto have executed this agreement.
AGREED
BY:
| RAW | |
| By: /s/ Xxxxx X. Xxxxxx |
By:
/s/ Xxxx Xxxxxx
|
| Title: Owner | Title: President and Chief Executive Officer |
|
Date:
April 5, 2007
|
Date:
April 5, 2007
|
