1
Exhibit 10.6
THE ELECTROMAGNETION(TM)
AQUAFUEL(TM) ENHANCE
LICENSE AGREEMENT
THIS AGREEMENT, effective this 8th day of [ILLEGIBLE]
Xxxxxxxx Perovetz 50% owner of the Electro[ILLEGIBLE] Ruggero Xxxxx
Xxxxxxxx 50% owner of the Elec [ILLEGIBLE] collectively "ElectroMagnetion(TM)
Owners");
and
Xxxxx Technology Licensing Incorporated, X[XXXXXXXXX] Xxxx, Xxxxx, Xxxxxxx
00000, ("TTL"), by its Pre[ILLEGIBLE] Officer, Xxxx H, Xxxxx;
WITNESSETH THAT
WHEREAS the ElectroMagnetion(TM) Owners have filed a patent application on
ElectroMagnetion(TM) and are developing the related technology, here defined as
new bonds among molecules, caused by suitable electric and/or magnetic fields
(collectively "ElectroMagnetion(TM) Technology"); AND
WHEREAS TTL is engaged in the business of developing market-ready
technological products and services protected by intellectual property rights,
especially patents, by application of a systems approach to identifying,
funding, developing, and marketing technological products and services; AND
WHEREAS TTL is the world-wide exclusive sub-licensee for the AquaFuel(TM)
Technology, a nonfossil combustible gas produced via an electric discharge on
carbon rods in water, AND
WHEREAS in so far as the ElectroMagnetion(TM) Owners portray the
ElectroMagnetion(TM) Technology as that effecting the structure as well as
certain new industrial practical applications of AquaFuel(TM); AND
WHEREAS ElectroMagnetion(TM) Owners and TTL are jointly interested in
commercializing ElectroMagnetion(TM) Technology as same is deemed an enhancement
to AquaFuel(TM), as by a License Agreement that provides for the
ElectroMagnetion(TM) Owners to introduce TTL to the technology and to authorize
TTL to make and to commercialize ElectroMagnetion(TM) Technology as same is
deemed an enhancement to AquaFuel(TM) at an agreed royalty, so long as both
parties perform in accordance with this ElectroMagnetion(TM)-AquaFuel(TM)
License;
For TTL: LM ElectroMagnetion(TM) Owners: Initials
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NOW, THEREFORE, intending to be legally bound the ElectroMagnetion(TM)
Owners permit and TTL, agrees to undertake designing, manufacturing, and selling
or otherwise commercializing The ElectroMagnetion(TM) Technology as same is
deemed an enhancement to AquaFuel(TM) upon the following terms and conditions
(the "ElectroMagnetion(TM)-AquaFuel(TM) License")
1. Definitions
a. "Licensed Know-how" means unpatented proprietary technical,
professional, or commercial information as it applied to
AquaFuel(TM) disclosed to TTL by ElectroMagnetion(TM) Owners, and
useful in designing, making, or using Licensed Products or
performing Licensed Services.
b. "Licensed Patent" means any patent (or disclosed patent
application) according to the limitations of this license to TTL
herein and containing a claim defining the composition, design,
machine, process, product by process, manufacturing, structure,
operation, or use of the ElectroMagnetion(TM) Technology as deemed
an enhancement to AquaFuel(TM), insofar as owned or licensable by
ElectroMagnetion(TM) Owners and so licensed to TTL in or for the
License Territory.
c. "Licensed Product(TM) means by-product or related composition whose
production, structure, or use embodies any Licensed Know-how, is
defined by a claim of a Licensed Patent or disclosed patent
application and/or would infringe a Licensed Patent in the absence
of this ElectroMagnetion(TM)-AquaFuel(TM) License.
d. "Licensed Service" means any designing, making, specifying, or any
instruction, leasing, or performance of other services relating to
any Licensed Product for, to, or with a customer or other party.
e. "Licensed Specification" means any requirement or standard
identified by ElectroMagnetion(TM) Owners to TTL relating to
composition, design, manufacturing method, structure, workmanship
and/or resulting appearance, form, identity, quality, or
presentation of a Licensed Product or a Licensed System,
f "Licensed System" means any apparatus, assembly, device, or
structure for producing or using a Licensed Product, with or for use
with (or without) other accessories.
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g. "Licensed Trademark "Eletion(TM), Magnetion(TM) or
ElectroMagnetion(TM) Technology or other word and/or design, used
with or without any other word and/or design, in or as a brand name
for Licensed Products or Licensed Services or Licensed Systems.
h. "Improvement" means any substantial change in any foregoing
defined item (a to g) during this ElectroMagnetion(TM)-AquaFuel(TM)
License, whether made by ElectroMagnetion(TM) Owners or by TTL, or
both, or otherwise owned and/or licensable by either of them to the
other, as more fully considered below.
i. "License Term" means the duration of this
ElectroMagnetion(TM)-AquaFuel(TM) License, as follows: (i) an
Initial Period, beginning on the aforesaid effective date with a
Startup Time ending on exactly December 31, 1998, and continuing, if
TTL so elects, to the end of the year 2002; and (ii) further
continuing (at TTL's advance notice of election to do so) for one or
more successive Renewal Periods of three (3) calendar years.
j. "License Territory" means worldwide.
k. "Common Shares" means the $.001 par value Common Stock of Xxxxx
Technology Licensing, Inc..
l. "Registration Rights" means those actions necessary to register the
Common Stock described herein with federal and/or state authorities
as is required to allow the issuance of non-legend Common Shares of
TTL.
m. "ElectroMagnetion(TM) Technology" for the purposes of this
ElectroMagnetion(TM)-AquaFuel(TM) License, means the patent pending,
technology owned by the ElectroMagnetion(TM) Owners and of which is
specifically found to enhance the commercialization of the
AquaFuel(TM) technology.
n. "ElectroMagnetion(TM) Owners" means Xxxxxxxx Perovetz and Ruggero
Xxxxx Xxxxxxxx, and any and all other persons, entities or others
who are now and who may become co-owners or co-patent owners when
ElectroMagnetion(TM) Technology patent(s) are granted.
o. "TTL" shall means Xxxxx Technology Licensing, Inc., a Florida
Corporation.
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p. "Cash Equivalent" shall mean the Common Shares of TTL provided
such Common Shares are traded through a recognized quotation service
and/or exchange including the over-the-counter bulletin board, the
NasDaq market system or any United States registered securities
exchange. The value of the Common Shares shall be fixed at the "ask"
price of the Common Shares as offered through such quotation service
or exchange as of the day of any transaction relating to this
ElectroMagnetion(TM)-AquaFuel(TM) License.
2. License and Sublicenses
a. ElectroMagnetion(TM) Owners hereby grants to TTL, for the License
Term only, an indivisible, non-assignable right and license to make,
use, lease, sell, and otherwise practice commercially the defined
Licensed subject matter as defined in items 1a-1g hereonabove.
b. So long as TTL is in good standing under this ElectroMagnetion(TM)-
AquaFuel(TM) License, this grant is to be exclusive, meaning that
ElectroMagnetion(TM) Owners will not grant any third party a similar
license in the License Territory.
c. TTL shall have the right to apply any Licensed Trademark to Licensed
Products and other components sold by TTL for construction of
Licensed Systems, but TTL shall use Licensed Trademarks only in
accordance with acceptable trademark practice and subject to the
provisions of this ElectroMagnetion(TM)-AquaFuel(TM) License.
d. TTL customers will have an implied sublicense to assemble Licensed
Products into Licensed Systems, with or without other components.
TTL shall not enter into sub-license agreements relating to any use
of ElectroMagnetion(TM) which are under terms less favorable than or
in contradiction to those which are specified throughout this
agreement.
e. TTL may grant sublicenses under this ElectroMagnetion(TM)-
AquaFuel(TM) License. Both Parties hereto shall cause any third
parties whether vendor, consultant or otherwise, to enter
Confidentiality Agreements relating to the matters hereon.
3. License Term
a. The Initial Period begins on the effective date of this
ElectroMagnetion(TM)-AquaFuel(TM) License and will extend at least
to December 31, 1998, when it will terminate if TTL fails to notify
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ElectroMagnetion(TM) Owners in writing at least thirty (30) days
theretofore that TTL elects to continue for the rest of the Initial
Period. Such notice would extend the Initial Period to December 31, 2002.
b. Unless sooner terminated, the License Term may continue for a
succeeding Renewal Period, from the end of the Initial Period or of
any Renewal Period, at the election of TTL if then in good standing;
such election to be made by TTL giving written notice to
ElectroMagnetion(TM) Owners anytime during the last calendar quarter
of any Period, of intention to continue this
ElectroMagnetion(TM)-AquaFuel(TM) License for a succeeding Renewal
Period, beginning on the first day of January of the next year and
continuing for three (3) more years.
c. The License Term shall continue from Period to Period so long as TTL
timely renews, or until ElectroMagnetion(TM) Owners gives TTL notice
that TTL is no longer in good standing because of a specified breach
or default of one or more of TTL's obligations under this
ElectroMagnetion(TM)-AquaFuel(TM) License; TTL shall have the right
to remedy any such breach or default within forty-five (45) days
thereafter or by the due date of the next quarterly report by TTL
(whichever is later) to return to good standing as to such breach or
default, unless such breach shall be in connection with TTL'S
failure to pay or report Royalty in which case this license shall be
terminated 45 days after non-payment of amounts due. Likewise, if
ElectroMagnetion(TM) Owners should be in breach or default of one or
more of ElectroMagnetion(TM) Owner's obligations under this
ElectroMagnetion(TM)-AquaFuel(TM) License, ElectroMagnetion(TM)
Owners shall have the right to remedy any such breach or default
within forty-five (45) days thereafter or by the due date of the
next quarterly report by TTL (whichever is later) to return to good
standing as to such breach or default.
d. Obligations of this ElectroMagnetion(TM)-AquaFuel(TM) License that
are indicated as surviving beyond the end of a Period or of the
License Term shall continue for such time period as may be lawful,
despite notice by either party to the other of an election to
discontinue either party's participation in or under this
ElectroMagnetion(TM)-AquaFuel(TM) License.
e. The Term of this ElectroMagnetion(TM)-AquaFuel(TM) License, if not
sooner ended by the act of a party or the operation of law, shall
end upon expiration of the last to expire of the Licensed Patents,
if any,
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except as TTL is using the ElectroMagnetion(TM) Technology trademark, or
otherwise as noted below.
4. Confidentiality
a. To the extent that TTL receives Licensed Know-how, or either party
becomes aware of other proprietary information from the other party
via their relationship pursuant to this ElectroMagnetion(TM)-
AquaFuel(TM) License, each recipient of such information will hold
it in confidence so long as the other party effectively treats it as
confidential, except as specific information becomes public
knowledge otherwise than by or from TTL.
b. The foregoing obligation to keep proprietary information
confidential and to safeguard it within the organization of a party
will survive any termination of this ElectroMagnetion(TM)-
AquaFuel(TM) License to the extent that such information is not
common trade knowledge. To the extent permitted by law, TTL shall
cause all third party participants to execute and adhere to the same
or similar agreements of confidentiality, as defined in 2e.
5. Startup Time
a. TTL shall make available at its own expense, facilities, equipment,
and resources for the ElectroMagnetion(TM) Technology design,
development, and marketing purposes during the Startup Time in order
to enable the equipment and resultant products to be analyzed,
tested, and (as soon as feasible) to be demonstrated to prospective
customers, investors, and other interested persons. Any use of TTL's
facilities by the ElectroMagnetion(TM) Owners for applications other
than for AquaFuel(TM) shall be the subject of a separate agreement.
b. ElectroMagnetion(TM) Owners will provide a continual supply of
information relating to the ElectroMagnetion(TM) Technology Licensed
Know-how to TTL from time to time as may be appropriate.
ElectroMagnetion(TM) Owners acknowledge that due to the development
stage of the ElectroMagnetion(TM) technology, TTL would not enter
this agreement without their assurances of continued informational
guidance and any withholding of such information or lack of
willingness to provide such information shall be grounds for default
of this agreement.
6. Royalties
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a. The Running Royalty rate for Licensed Patent, Licensed Know-how,
Licensed Trademarks, Licensed Product, Licensed Services, and
Licensed Systems is Six Percent (6%) of all that TTL receives in
money or other things of value for leasing, servicing, selling, or
otherwise commercializing the same.
b. Running Royalty accrues upon invoice, lease, sale, or service by TTL
but shall not be payable until TTL's receipt of payment thereof and
shall be without any deduction from TTL's actual total revenue
therefrom, except for customers' related costs (such as insurance,
shipping, or taxes) and then only if so itemized on TTL's invoices
to them. TTL undertakes to use all legal means in the collection of
any customer's outstanding payments.
c. Running Royalty payable for any given month becomes due at the end
of the then current calendar quarter, and shall be paid, according
to item 6b hereinabove, during the first month of the next calendar
quarter, or will become overdue on the first day of the second
month.
d. In addition to the Running Royalties which may become due, upon
signing this ElectroMagnetion(TM)-AquaFuel(TM) License, TTL shall
deliver to ElectroMagnetion(TM) Owners Cash Equivalents equal to
$250,000 (two hundred and fifty thousand dollars) in the form of
unregistered Common Shares. Said Shares shall be fully vested upon
receipt. At July 8, 1998, the "bid" price for TTL's Common Shares as
displayed through the over-the-counter, bulletin board marketplace
was $2.375. Therefore, TTL shall issue 105,263 unregistered Common
Shares in fulfillment of this item 6d. TTL undertakes to bear all
expenses to cause for the registration of such Cash Equivalents
according to applicable federal and state securities registration
requirements within a reasonable time following the execution of
this ElectroMagnetion(TM)-AquaFuel(TM) License but in no event shall
such registration commence later than 90 days after the effective
date of this ElectroMagnetion(TM)-AquaFuel(TM) License.
7. Payments and Reports
a. TTL will report to ElectroMagnetion(TM) Owners, all Running
Royalties for each calendar quarter of the License Term during the
first month of the next ensuing calendar quarter and will include
with each such report full payment of royalty due for (and reported
for) the preceding quarter's operations. Each report shall include a
listing of all current ElectroMagnetion(TM) sub-licensees.
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b. Quarterly and annual royalty reports will be signed and be certified
as accurate and complete by an authorized officer of TTL.
c. TTL will keep accurate and complete records of all business done
pursuant to this ElectroMagnetion(TM)-AquaFuel(TM) License and will
make such records available to ElectroMagnetion(TM) Owners, no more
than two (2) persons at once-for inspection during regular business
hours, upon at least three (3) business days' advance notice, to
determine Royalties accrued and paid or unpaid, and any other
information due hereunder.
d. ElectroMagnetion(TM) Owners may cause an audit to be made of the
applicable records in order to verify statement for Running
Royalties made hereunder. Any audits shall be conducted by an
independent certified public accountant, acceptable to both parties,
and shall be conducted during regular business hours at TTL's
offices.
e. ElectroMagnetion(TM) Owners shall bear the expenses of any such
audit unless such audit reveals that the Royalties paid by TTL under
this ElectroMagnetion(TM)-AquaFuel(TM) License for the Period
subject to the audit are less than ninety-five percent (95%) of the
amount owed by TTL for such period. In such event, the costs of the
audit shall be borne by TTL in addition and without limitation to
any right of remedy ElectroMagnetion(TM) Owners may have, TTL agrees
to pay the balance of such royalties due ElectroMagnetion(TM)
Owners within forty-five (45) days after written notice from
ElectroMagnetion(TM) Owners of TTL's understatement of Royalties
due. Furthermore, TTL shall pay interest on all understated
Royalties at a rate of 1.5% per month or lesser amount as mandated
by law, computed from the day on which said Royalties were due and
owing to ElectroMagnetion(TM) Owners.
f. Failure by TTL to report or to pay Royalty, or to maintain or make
available records of business done hereunder, will terminate this
ElectroMagnetion(TM)-AquaFuel(TM) License, if not remedied within
thirty (30) days, unless limited to nonpayment of money, which may
be remedied within forty-five (45) days.
8. Improvements
a. Any new composition, design, product, or service which improves a
Licensed Product or Licensed Services or Licensed Systems, invented
or otherwise coming under the control of either party during the
License Term, is deemed an "Improvement" and such
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party will disclose the same to the other party promptly and in
enough detail to enable the other party to elect whether to have
such Improvement included hereunder.
b. As to any such Improvement by either party, either party may elect
to have such Improvement included hereunder, within three (3) months
after first knowledge thereof, without change in Royalty, by
promptly notifying the other party of an election to do so; and the
party that made or acquired such Improvement need do no more if the
other party fails to elect to include the Improvement.
c. Any Improvement shall become a part of this agreement unless such
Improvement is deemed patentable in its own right. Any Improvement
which is deemed patentable and which is found to be a part of this
agreement, i.e., an enhancement to AquaFuel(TM), may be the subject
of a separate agreement.
d. Nothing within this Agreement shall preclude TTL from independently
filing patents on AquaFuel(TM) technology or inclusive of any aspect
contained in the existing patent application for
ElectroMagnetion(TM) for liquids as well as a continuation patent
without any further compensation. However, nothing within this
agreement shall authorize TTL to bind ElctroMagnetion(TM) Owners to
any patent to which they do not want to participate.
9. Infringement Rights
a. The ElectroMagnetion(TM) Owners state that the ElectroMagnetion(TM)
Technology is a new bond among molecules caused by suitable electric
and/or magnetic fields and that ElectroMagnetion(TM) is an
independent invention eligible for patent(s) or similar devices
separate from the AquaFuel(TM) Technology. Therefore, in so far as
the ElectroMagnetion(TM) Technology is found to be not eligible for
patent(s) or is found to infringe on any pre-existing patent(s)
including those patent(s) underlying the AquaFuel(TM) Technology,
then TTL shall have no further obligation of any kind under this
ElectroMagnetion(TM)-AquaFuel(TM) License. The ElectroMagnetion(TM)
Owners shall notify TTL in writing at such time as any
ElectroMagnetion(TM) Technology patent is issued or denied according
to any action, final or otherwise, by the US Patent Office.
b. In the event that TTL's commercialization of any Licensed Product,
Licensed Service, or Licensed System is accused of-infringing a
proprietary right of any third party, the parties will cooperate in
attempting to avoid such infringement or to prove lack of
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infringement, and so long as TTL's license hereunder is exclusive to the
extent set forth above, TTL will have a right, but not an obligation, to
defend or assist in defending against any infringement action brought by a
third party, subject to paying all the costs of doing so other than such
costs or expenses as ElectroMagnetion(TM) Owners may voluntarily pay
incidental thereto or to participation therein. Any moneys recovered as a
result of litigation or however will be retained by the parties, pro-rated
to their expenditures.
c. Neither party will be liable to the other party if unable or
unwilling to continue this ElectroMagnetion(TM)-AquaFuel(TM) License
because of such infringement of third-party rights, and in that
event TTL will cease commercializing Licensed Products, Licensed
Services, and Licensed Systems, and TTL will relinquish its rights
hereunder in that event, and thereby terminate its Royalty and
attendant obligations to ElectroMagnetion(TM) Owners.
d. In the event that the activities of any third party are asserted (or
other-wise appear) to infringe an intellectual property right
licensed to TTL hereunder, the parties will cooperate in attempting
to ascertain and to xxxxx such infringement. So long as TTL's
license hereunder is exclusive to the extent set forth above, TTL
will have a prior right, but not an obligation, to xxxxx such
infringement, whether by litigation or otherwise, subject to paying
all the costs of doing so other than such costs or expenses as
ElectroMagnetion(TM) Owners may voluntarily pay incidental thereto
or to participation therein. Any moneys recovered from a third-party
infringer will be retained by the parties, pro-rated to their
expenditures after determining what portion of moneys recovered are
due ElectroMagnetion(TM) Owners as part of their Running Royalty.
e. If third-party infringement is not abated, TTL may elect to continue
as a non-exclusive licensee under this ElectroMagnetion(TM)-
AquaFuel(TM) License as its sole remedy, or alternatively TTL may
discontinue its license and cease royalty payments as its sole
remedy.
10. Assurances
a. ElectroMagnetion(TM) Owners assures TTL of its origination of the
inventions and ElectroMagnetion(TM) Owners guarantee TTL of
ElectroMagnetion(TM) Owner's invention priority.
b. ElectroMagnetion(TM) Owners warrants ownership of the Licensed
Products and Licensed Services, in the specific sense that
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ElectroMagnetion(TM) Owners have no reason to believe that any third party
has any right to prevent either ElectroMagnetion(TM) Owners or TTL from
practicing any Licensed Invention, or from using any Licensed Trademark,
as provided in this ElectroMagnetion(TM)-AquaFuel(TM) License, and
ElectroMagnetion(TM) Owners warrant in good faith such practice or usage
as non-infringing of third-party rights.
c. ElectroMagnetion(TM) Owners will have no liability whatever to ML
for TTL's actions or inactions under this ElectroMagnetion(TM)-
AquaFuel(TM) License, and TTL will save ElectroMagnetion(TM) Owners
harmless against any liability to third parties whether based upon
agency, contract, negligence, product liability, or other basis-for
any claim based on action or inaction of TTL relating to Licensed
Products, Services, or Systems.
11. Product Marking
a. TTL will xxxx on Licensed Products (or containers) each patent
number applicable thereto upon being advised thereof by
ElectroMagnetion(TM) Owners. During the patent application period,
TTL shall xxxx on Licensed Products "patent pending."
b. TTL will display a Licensed Trademark (if elected) on all Licensed
Product and in advertising copy, brochures, and publications by or
for TTL about Licensed Product. TTL will not use any Licensed
Trademark in or as a trade name (i) if not elected by either party,
or (ii) if elected, after TTL discontinues (or other termination of)
TTL's license under this ElectroMagnetion(TM)-AquaFuel(TM) License.
c. TTL will not make any material change in materials, production
methods, or otherwise that might affect the nature or quality of any
the ElectroMagnetion(TM) Technology products or services, without
approval of ElectroMagnetion(TM) Owners.
d. If TTL elects to use one or more Licensed Trademark(s), TTL will
display one thereof on each container of Licensed Product made by or
for it, and in all Licensed Product advertising copy, product
brochures, press releases, and publications by or for TTL about
Licensed Product plus the generic name of the goods, together with
occasional notice that such Trademark is the property of
ElectroMagnetion(TM) Owners.
12. Termination
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a. Anytime during the last calendar quarter of the Initial or any
Period, TTL may notify ElectroMagnetion(TM) Owners of TTL's election
to continue the ElectroMagnetion(TM)-AquaFuel(TM) License for a
Period, to begin at the end of the then current Period; or, by
failing to do so, TTL will terminate its rights under this
EIectroMagnetion(TM)-AquaFuel(TM) License, whereupon TTL will be
obligated to discontinue its participation in licensed activities by
the end of the existing Period, except as the parties otherwise
agree in a separate signed written ElectroMagnetion(TM)-AquaFuel(TM)
License.
b. Upon termination, TTL will refrain from exercising thereafter any
right it had by license hereunder, such as practicing the invention
of any previously Licensed Patent, or using a Licensed Trademark or
confusingly similar expression.
c. Whenever TTL is not in good standing hereunder, ElectroMagnetion(TM)
Owners may render TTL's license wholly non-exclusive, or if it is
already non-exclusive for a prior breach or default
ElectroMagnetion(TM) Owners may terminate TTL's rights hereunder, in
the absence of specific curative provisions for TTL's breach or
default, or if TTL has had an opportunity to comply such a curative
provisions and failed or refused to do so.
d. If either party becomes, or would become, disabled-as by the other
party's choosing, or being subjected to, an act or a procedure for
relief of debtors from enforcing compliance with a given executory
obligation of the other party hereunder (e.g., compliance with
standards, action with regard to infringers, offer of Improvements)
the thus disabled party may deem this ElectroMagnetion(TM)-
AquaFuel(TM) License and the license and other rights under this
ElectroMagnetion(TM)-AquaFuel(TM) License terminated.
e. No inaction or overlooking by ElectroMagnetion(TM) Owners of any
condition or provision of this ElectroMagnetion(TM)-AquaFuel(TM)
License or of any breach or default thereof by TTL shall be deemed
to imply or to constitute a future waiver of any similar breach or
default of the same or other condition/provision.
f. The ElectroMagnetion(TM) Owners are currently engaged in effecting
patent(s) relating to the ElectroMagnetion(TM) Technology. Should
the ElectroMagnetion(TM) Owners not be successful in acquiring
patent(s) relating to the ElectroMagnetion(TM) Technology within a
reasonable period of time, this ElectroMagnetion(TM)-AquaFuel(TM)
License shall terminate. For the purposes of this item 12f,
"reasonable period of time" shall mean that ElectroMagnetion(TM)
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Owners shall continually take all steps and perform all work necessary to
effect the final ElectroMagnetion(TM) Patent and shall report in writing
such progress to TTL on a quarterly basis beginning with the calendar
quarter on the aforesaid effective date of this agreement. Failure by
ElectroMagnetion(TM) Owners to pursue an ElectroMagnetion(TM) patent on a
reasonable basis shall be grounds for default of this agreement.
13. Notices
a. If to ElectroMagnetion(TM) Owners
Xxxxxxxx Perovetz
0000 Xxxx Xxxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
Xxxxxxx Xxxxxxxx
00 Xxxx Xxxxx Xxxxx
Xxxxxx Xxxxxxx, Xx 00000
b. If to TTL
Xxxxx Technology Licensing, Inc.
0000 Xxxxx Xxxxx Xxxx
Xxxxx, Xxxxxxx 00000
14. Miscellaneous
a. If any one or more provision(s) or effect(s) of this
ElectroMagnetion(TM)-AquaFuel(TM) License should prove to be invalid
or unenforceable, and the ElectroMagnetion(TM)-AquaFuel(TM) License
be otherwise valid and enforceable, the invalid or unenforceable
provision or portion thereof will be severed, and the remainder of
the ElectroMagnetion(TM)-AquaFuel(TM) License be and remain valid
and enforceable to the fullest extent permitted by applicable law.
b. This ElectroMagnetion(TM)-AquaFueI(TM) License is made for the
benefit of the parties, their heirs, successors or any other person
or legal entity named in any provision hereof, and not made to give
any unnamed person or legal entity any right of action whatever.
c. Each statement made in this ElectroMagnetion(TM)-AquaFuel(TM)
License is deemed material, and each party is entitled to rely, and
deemed to have relied, upon the truth and correctness thereof in
entering into this ElectroMagnetion(TM)-AquaFuel(TM) License.
For TTL: LM ElectroMagnetion(TM) Owners: Initials
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Page 13 of 15 Pages
14
d. Each party acknowledges that he has received advice of independent
counsel of choice as to the inducements, provisions, and terms of
this ElectroMagnetion(TM)-AquaFuel(TM) License, and their effect,
whereupon entering into this ElectroMagnetion(TM)-AquaFuel(TM)
License is each party's free and independent act.
e. This ElectroMagnetion(TM)-AquaFuel(TM) License is to be governed by
Federal law to whatever extent a proprietary right granted by the
United States is involved, and otherwise by Florida law, except as
activities of a party in any other State render that other State's
law applicable.
f. In the event that any action or proceeding is brought to enforce any
of the terms and conditions of this ElectroMagnetion(TM)-
AquaFuel(TM) License, then the party in whose favor relief is
granted and/or judgment is entered shall be entitled to have and
recover from the other party or parties all costs, prejudgement
interest, and reasonable attorney's fees incurred in connection with
the enforcement action.
g. Notice to be given under this ElectroMagnetion(TM)-AquaFuel(TM)
License will be in writing and be addressed to the other party at
the address of such party hereinabove, unless such address has been
superseded by like notice, whereupon the latest noticed address
thereof is to be used. Notice will be effective when delivered to
the addressee, or-if not a change of address-when sent by Express or
Registered Mail so addressed.
h. This ElectroMagnetion(TM)-AquaFuel(TM) License sets forth the entire
intent and understanding of the parties with regard to the subject
matter hereof, and merges any prior negotiations or
ElectroMagnetion(TM)-AquaFuel(TM) Licenses by the parties as to such
subject matter, and no addition, deletion, or other modification of
the wording hereof may be made except in writing subsequent hereto
and signed by the party or parties to be bound thereby.
i. The parties hereon acknowledge that TTL enters this agreement as the
world-wide, exclusive sub-licensee of the AquaFuel(TM) technology
and that as such, this agreement is not binding on any other party
including the AquaFuel(TM) Partnership nor any principal thereof.
The ElectroMagnetion(TM) Owners therefore acknowledge that the
AquaFuel(TM) Partnership is not bound by the terms of this
agreement and further agree to hold the AquaFuel(TM) Partnership
harmless for all matters pertaining to this agreement.
For TTL: LM ElectroMagnetion(TM) Owners: Initials
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Page 14 of 15 Pages
15
IN WITNESS WHEREOF the parties have caused this
ElectroMagnetion(TM)-AquaFuel(TM) License to be signed, sealed, and attested by
persons duly authorized so to do, as of the date first stated hereinabove.
For ElectroMagnetion(TM) Owners
/s/ Xxxxxxxx Perovetz /s/ Ruggero Xxxxx Xxxxxxxx
------------------------------- ------------------------------------
Xxxxxxxx Perovetz 50% owner Ruggero Xxxxx Xxxxxxxx 50% owner
For TTL
/s/ Xxxx X. Xxxxx Attest: /s/ Xxxx Xxxxxx
------------------------------- -----------------------------
Xxxx X. Xxxxx, President Xxxx Xxxxxx, Vice President
For TTL: LM ElectroMagnetion(TM) Owners: Initials
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Page 15 of 15 Pages
