LICENSE AGREEMENT
This License Agreement (this "Agreement") is made effective as of February 29,
1996 between Xxxxx X. Xxxxxxxx, of 0000 Xxxxxxx Xxxxx, Xxxx, Xxxxx 00000 and
International Humate Fertilizer Co., of 0000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxx
00000.
In the Agreement, the party who is granting the right to use the licensed
property will be referred to as "DGW", and the party who is receiving the right
to use the licensed property will be referred to as "IHFC".
The parties agree as follows:
1. GRANT OF LICENSE. DGW owns all the right to copyrights, and trademarks,
and owns all the trade secrets, formulas, customer lists, and all proprietary
information ("Property"). In accordance with this Agreement, DGW grants IHFC an
exclusive world wide license to use, manufacture, sell, and exploit the
Property.
2. PAYMENT OF ROYALTY. IHFC will pay to DGW royalty which shall be calculated
as follows: a one percent (1%) on total net sales. Net sales is defined as
total gross sales adjusted for sales returns and sales discounts. The royalty
shall be paid on a quarterly basis on the total net sales on the previous
quarter. Payment to be made on or before the 25th of the month following
subject quarter. With each royalty payment, IHFC will submit to DGW a written
report that sets forth the calculation of the amount of the royalty payment.
Payment of the royalty will be for a term of twenty five (25) years from the
effective date of this agreement.
3. RECORDS. IHFC shall keep accurate records regarding the quantities of the
Property that are sold. DGW shall have the right to inspect such records from
time to time after providing reasonable notice of such intent to IHFC.
4. WARRANTIES AND REPRESENTATIONS. Xxxxx X. Xxxxxxxx herein warrants and
represents as follows:
a. That he is the sole owner of all title and interest in the Property.
b. That there is no other person, firm, or corporation having any title
or interest in the Property.
c. That there are not outstanding or prior options, licenses, or
agreements of any kind relating to the Property.
d. That he has full power to grant the rights, licenses, and privileges
to manufacture, use, sublicense, or sell the property.
e. Neither the execution nor delivery of this Agreement nor the
consummation of the transactions contemplated hereby will violate
any law, order, ordinance, regulation, judgments or decree to which
DGW or his assets are subject.
f. There is no action suit, proceeding, claim, arbitration or
investigation pending or, to the best knowledge of DGW, threatened
threatened or contemplated by any person including, without
limitation to any governmental or regulatory agency, against DGW
or which seeks to prohibit, restrict or delay consummation of this
Agreement or the Transaction contemplated hereby.
5. MODIFICATIONS. Unless the prior written consent of DGW is obtained, IHFC
may not modify or change the Property in any manner.
6. DEFAULTS. If IHFC fails to abide by the obligations of this Agreement,
including the obligation to make a royalty payment when due, DGW shall have the
option to cancel this Agreement by providing ninety days' written notice to
IHFC. IHFC shall have the option of preventing the termination of this Agreement
by taking corrective action that cures the default, if such corrective action is
taken prior to the end of the time period stated in the previous sentence, and
if there are no other defaults during such time period.
7. ARBITRATION. All disputes under this Agreement that cannot be resolved by
the parties shall be submitted to arbitration under the rules and regulations of
the American Arbitration Association. Either party may invoke this paragraph
after providing 30 days' written notice to the other party. All costs of
arbitration shall be divided equally between the parties. Any award may be
enforced by a court of law.
8. TRANSFER OF RIGHTS. This agreement shall be binding on any successors of
the parties. Neither party shall have the right to assign its interests in this
Agreement to any other party, unless the prior written consent of the other
party is obtained.
9. TERMINATION. By providing 30 days' written notice to the other party.
10. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
11. AMENDMENT. This Agreement may be modified or amended, if the amendment is
made in writing and is signed by both parties.
12. SEVERABILITY. If any provision of this Agreement shall be held to be
invalid or unenforceable for any reason the remaining provisions shall continue
to be valid and enforceable. If a court finds that any provision of this
Agreement is invalid or unenforceable, but that by limiting such provision it
would become valid or enforceable, then such provision shall be deemed to be
written, construed, and enforce as to limited.
13. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
14 . APPLICABLE LAW. This Agreement shall be governed by the laws of the State
of Nevada.
Licensor:
Xxxxx X. Xxxxxxxx
By: /s/ Xxxxx X. Xxxxxxxx
------------------------
Xxxxx X. Xxxxxxxx
Owner
Licensee:
International Humate Fertilizer Co.
By: /s/ Xxxxx X. Xxxxxxxx
------------------------
International Humate Fertilizer Co.
Chief Executive Officer and President
By: /s/ Xxxx X. Rottweiler
-------------------------
International Humate Fertilizer Co.
Secretary-Treasurer
