LICENSE AGREEMENT
This Agreement, entered into as of June 2, 2004, is made between Xxxxxx
Xxxxxxxxx ("Licensor") and Xtreme Companies, Inc., a Nevada corporation
("Licensee"). In consideration of the mutual covenants contained in this
Agreement, the parties, intending to be legally bound, agree as follows:
Article 1.0 DEFINITIONS
Capitalized terms used herein shall have the meanings given in the Schedule of
Definitions attached as Exhibit A hereto.
Article 2.0 LICENSE TO SELL THE PRODUCT COMMERICALLY
2.1 Licensor hereby grants and Licensee hereby accepts a non-exclusive,
perpetual license to sell, lease or otherwise dispose of the fire and rescue
boats (the "Product") for Commercial purposes in North America.
2.2 Licensor warrants that it has the right to grant Licensee the licenses
granted pursuant to Section 2.1. Licensor warrants that the use of the Technical
Information to manufacture and sell Products and the manufacture and sale of
Products will not infringe any patent or copyright. Licensor shall defend any
suit or proceeding brought against Licensee insofar as such suit or proceeding
is based on a claim that the use of the Technical Information or the manufacture
or sale of Products constitutes direct or indirect infringement of any patent or
copyright and Licensor shall indemnify and hold Licensee harmless from and
against any and all liability, loss, costs, damages or expenses, including
reasonable attorneys' fees, arising out of any such claim or proceeding.
Article 3.0 DELIVERY OF TECHNICAL INFORMATION
3.1 Licensor agrees to make available to Licensee all Technical Information,
which will assist Licensee in selling, leasing or otherwise disposing of the
Product that Licensor now has or acquires during the term of this Agreement.
Article 4.0 PATENTS AND TRADEMARKS
4.1 The license granted by Licensor pursuant to Section 1.1 shall be deemed to
include an non-exclusive license under any patents now owned or hereafter
acquired by Licensor during the term of this Agreement to manufacture Products
and sell compositions incorporating such products so manufactured throughout the
world.
4.2 Each party agrees not to register or use any trademark or trade-name of the
other or any trademark or trade-name confusingly similar thereto in sound,
appearance, or meaning without first obtaining the written consent of the other.
Each party shall be free to use product code designations in use by the other
party, such as numerical or generic designations used to identify or distinguish
products, for substantially identical products.
4.3 Licensee shall have exclusive ownership rights to all Improvements and any
products developed by Licensee using or incorporating the Technical Information
after the initial transfer of such information to Licensee. All Improvements
developed by Licensor shall remain the property of Licensor and shall be
licensed to Licensee as set forth in Section 3.5.
Article 5.0 PAYMENT
5.1 Licensee shall pay Licensor 2% of gross revenue from the sale of the
Product(s) of the Licensor").
Article 6.0 CONFIDENTIALITY
6.1 Each party agrees to maintain in confidence all information received from
the other party under this Agreement and deemed by such party to be
confidential, and agrees not to disclose the same to third parties, and agrees
to obligate all of its employees having access to such information to adhere to
this obligation of confidentiality. This mutual obligation of confidentiality
shall not apply to any information which is or becomes public knowledge through
no fault of the receiving party or which the receiving party can demonstrate in
writing was known prior to the disclosure by the disclosing party or which is
obtained by the receiving party from a third party with an unrestricted legal
right to disclose the same to others. The provisions of this section shall
continue in effect for a period of 1 years after the termination of this
Agreement.
Article 7.0 TERM AND TERMINATION
7.1 This Agreement shall commence on the date set forth above and shall continue
until terminated pursuant to this Article 7.0 or one year from the date set
forth above.
7.2 In the event that either party hereto breaches this Agreement and fails to
remedy such breach within 30 days after notice thereof, the non-breaching party
shall be entitled to terminate this Agreement upon written notice of such
termination.
7.3 Upon termination of this Agreement Licensee shall cease its use of the
Technical Information as of the effective date of such termination, and the
rights of the terminating party and the obligations of the non-terminating party
shall not be prejudiced by such termination.
Article 8.0 NOTICE
8.1 Any notice, consent or communication required to be given or payment
required to be made to either party shall be sent to its address as first set
forth above, or at such other address as either party may by written notice
designate to the other from time to time.
8.2 Any and all notices shall be in writing and shall be delivered personally,
or by registered or certified mail, or by telegram or telex to the other party
at its current address as designated in writing from time to time. Any such
notice shall be deemed to have been received by the party addressed (i)
immediately upon personal delivery (ii) 1 business day after notice given by
telegram or telex and (iii) 3 business days after the date of posting of notice
sent by registered or certified mail.
Article 9.0 ASSIGNMENT
9.1 The rights granted herein may not be assigned by either party by their
respective acts or by operation of law, without the prior written consent of the
other party hereto.
Article 10.0 MISCELLANEOUS
10.1 Each party shall give its full cooperation to the other in achieving and
fulfilling the terms of this Agreement and, to that end, each party shall give
all consents and information and execute all such documents as may be reasonably
required to so fulfill and achieve these purposes, including such as may be
required by governmental laws or regulations.
10.2 This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which together shall constitute one and
the same instrument.
10.3 Article headings contained in this Agreement are included for convenience
only and form no part of the agreement between the parties hereto.
10.4 Any delays in or failure by either party in their performance under this
Agreement shall be excused if and to the extent that such delays or failures are
caused by occurrences beyond such party 's control.
10.5 This Agreement constitutes the entire understanding between the parties
with respect to the subject matter hereof and may be amended only by a document
in writing.
10.6 No modification, renewal, extension or waiver of this Agreement or any of
its provisions shall be binding unless in writing and mutually accepted.
10.7 This Agreement shall be interpreted and construed and the legal relations
created herein shall be determined, in accordance with the laws of the State of
California.
[Signature page to follow]
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date first written above.
/s/ Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx
Date: ______________________
Xtreme Companies, Inc.
By: /s/ Xxxxx Xxxx
Xxxxx Xxxx, CEO
Date: ______________________
Exhibit A
SCHEDULE OF DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings
given:
"Commercial" shall mean the right to sell the Product to civilian or nonmilitary
persons in North America.
"Cost" shall be determined prior to manufacturing of each vehicle by the parties
hereto.
"Product" shall mean the fire and rescue boats FRJ 1250 and FRJ 1530 and1550,
patrol boats and vortex boat.
"Technical Information" shall mean all technical information and know-how
developed and owned by Licensor in connection with any technical research or
development efforts undertaken by Licensor with respect to the Product
including, but not limited to, design technology, and manufacturing technology.
"Net Sales Revenue" shall mean gross sales revenue less any taxes, returns,
allowances, quantity discounts, freight and insurance when the same are actually
paid or allowed.
"Improvements" shall mean any technical information or know-how developed by
Licensor or Licensee after the date of the initial transfer of the Technical
Information and during the term of this Agreement that uses or relates to the
Technical Information, including all related patents throughout the world.
