WAFT AGENT AGREEMENT
THIS AGREEMENT, Effective This 8th day of November 1997, Made Between:
Wm. H, Xxxxxxxxxx, Jr., 1496 Xxxxx Street, Palm Bay F1, 32907 [here WHR],
acting for himself individually and as majority partner of WAFT Partners [here
PART], holders of his pertinent patent rights;
and
XXXXX TECHNOLOGY LICENSING INCORPORATED, Xxxxx 000, 000 Xxxx Xxx Xxxxx,
Xxxxx, XX 00000, [here TTL], by its Vice President Xxxxx Xxxxxxxx;
WITNESSENTH THAT
WHEREAS WAFT has appointed TTL as its sole agent to represent WAFT in any
on going Negotiation with parties listed on Appendix of the WAFT LICENSE
AGREEMENT.
WHR & PART: TTL
S/S XXXXXXX X. XXXXXXXXXX S/S XXXXX X. XXXXXXXX
Xxxxxxx X.. Xxxxxxxxxx Xxxxx X. Xxxxxxxx, Vice President
Attest: S/S XXXXXX X. XXXXXXXXXX Attest: S/S XXXXXX XXXXXX
(52)
AMENDMENT A
TO THE
WAFT license AGREEMENT
Made between Xxxxxxx X. Xxxxxxxxxx, Xx. (WHR), acting for himself
individually and as majority partner of WAT Partners (PART), holders of his
pertinent patent rights;
and
Xxxxx Technology Licensing incorporation (TTL) by its Chief Executive
Officer, Xxxx X. Xxxxx;
and
WHEREAS item 13g of the WAFT License Agreement requires any amendment to
said Agreement must be in writing and signed by the party or parties to be bound
thereby. Therefore, WHR, PART and TTL now desire to amend the WAFT License
Agreement, item 1.i "License-Term", as follows:
i."License Term" means the duration of this Agreement, as follows:
(i)A Holding Period, beginning on the 3rd of November, 1997 and continuing
through January 30, 1998;
(ii) an Initial Period, beginning February, 1998 with a Startup Time ending
on 31 January, 1999 and continuing if TTL so elects, to the end of the year
2000; and
(iii)further continuing (at TTL's advance notice of election to do so) for
one or more successive Renewal Periods of three (3) calendar years, noted
further below.
WHR, PART and TTL desire to further amend the WAFT License Agreement, item
6, "Royalties", as follows:
6. Royalties
Interim. In consideration of the Holding Period, TTL shall pay to PART a
onetime fee of five-thousand ($5,OOO) cash and shall issue to PART 50,000
of its Common Shares. Both cash payment and stock issuance shall be
considered by all parties as payment exclusive for the Holding Period and
shall not impact any other portion of the WAFT Agreement.
The above paragraph "interim" shall be inserted into the WAFT Agreement
immediately preceding paragraph 6a.
All other provisions of the WAFT License Agreement remain without any
change whatsoever.
Further, the parties hereto agree this modification shall remain in effect
until such time as m receives a minimum of $300, 000 through the private sale of
TTL common shares.
IN WITNESS WHEREOF the parties have caused this Amendment to be signed,
sealed and attested by persons duly authorized so to do, as of November 3, 1997.
WHR & PART TTL
S/S XXXXXXX X. XXXXXXXXXX, XX S/S XXXX X. XXXXX
Xxxxxxx X. Xxxxxxxxxx, Xx. Xxxx X. Xxxxx, President
Attest: S/S XXXXXXX X. XXXXXXX Attest: S/S XXXX XXXXXX
Xxxxxxx X. XxXxxxx Xxxx Xxxxxx, Vice President
(53)
WAFT LICENSE AGREEMENT
THIS AGREEMENT, Effective This 3rd Day of November 1997, Made Between:
Wm, H, Xxxxxxxxxx, Jr., 0000 Xxxxx Xxxxxx, Xxxx Xxx, XX 00000, [here WHR],
acting for himself individually and as majority partner of WAFT Partners [here
PART], holders of his pertinent patent rights;
and
Xxxxx Technology Licensing Incorporated, Xxxxx 000, 000 Xxxx Xxx Xxxxx,
Xxxxx, XX 00000, (here TTL], by its C.E.O., Xxxx H, Xxxxx;
WITNESSETH THAT
WHEREAS WHR for some years past has been investigating, and now is
improving, Water-Derived Alternative Fuel Technology WAFT), wherein he has
received U.S. Patent 5,435,274 for Electric Power Generation Without Harmful
Emissions, has a half dozen WAFT patent applications pending, and is awaiting
receipt later this year of a U.S. Patent for Pollution-Free Vehicle Operation;
AND
WHEREAS TTL is a new development stage company formed to engage in
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 WHR and TTL are jointly interested in undertaking together a joint
effort at designing, manufacturing, selling, or otherwise commercializing WAFT
fuels, as by a License Agreement that provides for WHR to introduce TTL to the
technology and to authorize TTL to make and to commercialize WAFT fuels
manufacturing, and related equipment at an agreed royalty, so long as both
parties perform in accordance with this Agreement;
NOW, THEREFORE, WHR and TTL, intending to be legally bound, agree to
undertake designing, manufacturing, and selling or otherwise commercializing
WAFT fuels upon the following terms and conditions:
1.Definitions
a "Licensed Know-how" means unpatented proprietary technical, professional,
or commercial information disclosed to TTL by WHR, and useful in designing,
making, or using Licensed Products or performing Licensed Services.
b. "Licensed Patent" means any patent (or disclosed patent application)
licensed to TTL herein and containing a claim defining the composition,
design, manufacturing, structure, operation, or use of a fuel or
fuel-related subject matter, insofar as owned or licensable by WHR or PART
(WAFT Partners), and so licensed to TTL in or for the License Territory.
c. "Licensed Product" means any fuel 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 License Agreement, or displays or is
commercialized by a Licensed Trademark.
d. "Licensed Service" means any designing, making, specifying, or any
instruction, leasing, or performance of other services relating to any
License Product for, to, or with a customer or other party, whether for
compensation or not.
e. "Licensed Specification" means any requirement or standard identified by
WHR 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
(e.g., arc assembly, reactor, production plant, turbogenerator) for
producing or using a Licensed Product, with or for use with (or without)
other fuels or accessories.
g. "Licensed Trademark" means AQUAFUEL, AQUAGAS, AQUALENE, AQUALECTRIC,
AQUAMOTIVE, 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 WAFT defined
item (a to g) during this Agreement, whether made by WHR or by TTL, or
both, or otherwise owned and/or licensable by either of them to the other,
as more fully considered below.
(54)
i. "License Term" means the duration of this Agreement, as follows: (i) an
Initial Period, beginning on the aforesaid effective date with a Startup
Time ending on 2 November 1998, and continuing, if TTL so elects, to the
end of the year 2000; 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, noted further below.
j. "License Territory" means worldwide.
k. "Startup Time" means the time period from the beginning of the Initial
Period of this Agreement on the identified effective date, to end on 2 Nov.
1998.
2. License and Sublicenses
a. WHR 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. [See next page
for sublicensing.]
b. So long as TTL is in good standing under this Agreement, this grant is to
be exclusive, meaning that neither WHR nor PART will grant any third party
a similar license in the License Territory, except to parties with whom WHR
has or may have an ongoing obligation, as noted in the Appendix hereto.
c. TTL shall have the right to apply any Licensed Trademark to Licensed
Products and other components approved by WHR and 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 Agreement.
d. TTL customers will have an implied sublicense to assemble Licensed Products
into Licensed Systems, with or without other components.
e. Having elected to continue hereunder until at least the end of the Startup
Time, TTL may grant sublicenses, contingent upon TTL's retention of its
license under this Agreement, whereupon TTL will become and remain
obligated to share equally (50/50) with PART all royalties accruing from
each such sublicensee and to report and pay the same to PART as provided
for TTL's license royalties (sublicense royalties being excluded from the
revenue base for license royalty computation).
f. Each such sublicense granted by TTL shall be upon terms and conditions of
Running Royalty not significantly more favorable to the sublicensee than
the terms and conditions of the present License Agreement are to TTL,
excepting only if TTL shall have disclosed the proposed sublicense to PART
in advance and to have received PART's express written approval of such
more favorable terms/conditions.
g. Each sublicense granted by TTL under this Agreement will provide expressly
that it is so granted and that--in the event that TTL should discontinue
its license hereunder or its license otherwise become terminated-the
sublicensee will become a licensee of PART by substitution for TTL, unless
prohibited by law. h. TTL will share equally with PART in the cost of
protecting PART's intellectual property rights, including applying for,
obtaining, and maintaining applicable patents and trademarks therein,
including patents for any Improvements.
3. License Term
a. The Initial Period begins on the effective date of this Agreement and will
extend at least to the end of the Startup Time, when it will terminate if
TTL fails to notify WHR or PART in writing at least thirty (30) days
theretofore that TTL elects to continue for the rest of the Initial Period;
such election will extend the Initial Period to end on 31 December 2000,
subject to TTL election of a Renewal Period.
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 WHR, within the last calendar
quarter of any Period, of intention to continue this Agreement 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 WHR 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 Agreement; 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.
d. Obligations of this Agreement 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
Agreement.
(55)
e. The Term of this Agreement, 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, except as TTL is using a WAFT 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 Agreement, 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 parties will ensure that their personnel sign Confidentiality and/or
Non-Competition Agreements in customary form or otherwise as may reasonably
be required by either party; moreover, if disclosure thereof to suppliers
is desirable to assure satisfactory nature or quality of materials or
methods for WAFT fuels, specific suppliers must first have like agreements
with their employees.
c. The foregoing obligation to keep proprietary information confidential and
to safeguard it within the organization of a party will survive any
termination of this Agreement to the extent that such information is not
common trade knowledge.
5. Startup Time
a. TTL will provide facilities, equipment, and resources for WAFT design,
development, and marketing purposes during the Startup Time in order to
enable the first fuels to be produced, analyzed, tested, and (as soon as
feasible) to be demonstrated to prospective customers, investors, and other
interested persons.
b. WHR will provide WAFT Licensed Know-how to TTL from time to time as may be
appropriate and will participate regularly as a technical consultant upon
WAFT design, development, testing, and marketing, as TTL deems desirable.
6. Royalties
a. TTL will pay a first yearly Advance Royalty to PART in the amount of Sixty
Thousand Dollars ($60,000), in quarterly installments of Fifteen Thousand
dollars ($15,000) each, the first such installment to be so paid at the
signing of this Agreement, to be recoverable by TTL by being creditable
against whatever Running Royalty may become due for WAFT transactions
within the Initial Period, and to be so credited at the rate of one-half of
the Running Royalty due for each royalty accounting period thereof.
b. If TTL elects to continue beyond the Startup Time, identical Advance
Royalty yearly amounts will become due and be payable likewise by TTL to
PART as lump sums in January 1999 and January 2000.
c. After each complete calendar quarter of operations, Running Royalty 'will
become due and be payable by TTL to PART in the first month of the next
quarter based upon TTL's total WAFT revenue during that preceding quarter,
from commercialization of all WAFT Licensed Products/Services/Systems ,
whether received from lease, sale, service, or otherwise.
d. The Running Royalty rate for Licensed Product, Licensed Services, and
Licensed Systems is Six Percent (6%) of all that TTL receives in money or
other thing of value for leasing, servicing, selling, or otherwise
commercializing the same.
e. The total Running Royalty due and paid for the quarters of any given
calendar year of a Renewal Period will be credited in full against targeted
Minimum (~~ maximum) Annual Royalty for that entire calendar year of that
Renewal Period.
f. Minimum Annual Royalty becomes due for each entire calendar year of any and
all Renewal Periods of this Agreement, in the amounts stated below:
First Renewal Period: Second and any Additional Renewal Periods
(2001) First Year: $100,000 (2004) 4th Year and each year thereafter
(2002) 2nd Year: $125,000 $200,000
(2003) 3rd Year: $150,000
g. Running Royalty accrues upon invoice, lease, sale, or service by TTL but
shall not be payable until thirty (30) days thereafter or upon TTL's
receipt of payment therefor (whichever occurs first), 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.
h. Running Royalty payable for any given month becomes due at the end of the
then current calendar quarter, and shall be paid during the first month of
the next calendar quarter, or will become overdue on the first day of the
next month.
(56)
i. Minimum Annual Royalty in excess of Running Royalty accrued and paid for a
given year becomes due and payable during January of the next calendar year
and becomes overdue on the first day of February of that year.
7. Payments and Reports
a. TTL will report to WAFT Partners (PART), c/o Xxxxxxx X. XxXxxxx (CAM),
Xxxxx 000, 000 Xxxxxxxx Xxxxxxxxx, Xxxxx, XX 00000, all Running Royalty for
each calendar quarter of the License Term during the first month of the
next ensuing calendar quarter, may include with each such report full
payment of royalty due for (and reported for) the preceding quarter's
operations, will include in the report for the fourth (4th) quarter of each
calendar year an itemization by major customers and a listing of Running
Royalty accrued and payable or paid for each quarter in that year .
b. Quarterly and annual royalty reports will be signed and be certified as
accurate and complete by an authorized officer of TTL; ail such reports and
all royalty payments will be sent, together or separately, to WAFT
Partners, as above, a and at year end will include explicit comparison with
the Minimum Annual Royalty target for that year, and be accompanied by
payment of any deficiency of the year's Running Royalty paid relative to
the Minimum Annual Royalty due for that year.
c. TTL will keep accurate and complete records of all business done pursuant
to this Agreement and will make such records available to WHR and to PART,
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. Refusal by TTL to report or to pay Royalty, or to maintain or make
available records of business done hereunder, will forfeit TTL's good
standing under this Agreement, if not remedied within thirty (30) days,
unless limited to nonpayment of money, which may be remedied within
forty-five (45) days, or by the due date of the next quarterly report,
whichever is later.
8.Improvements
a. Any new composition, design, product, or service conducive to third party
competition with 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 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 both parties fail to elect to include
the Improvement.
c. The originating party of an elected Improvement that appears possibly
patentable--after a competent prior art search-will file and prosecute a
patent application thereon, and may discontinue prosecuting it or
maintaining any resulting patent, but only after giving the other party
notice of such intention plus ample opportunity to take such (or
equivalent) action at its own sole future discretion and expense.
d. If either party so elects to have any given Improvement included under this
Agreement, the electing party in doing so will become obligated to pay
one-half (1/2) the expense of undertaking to patent it within the License
Territory, whereas the other one-half (1/2) of any such patent expense will
be the obligation of the originating party, whether or not the electing and
originating parties are the same, except that if TTL elects not to
participate in the payment of an Improvement made by WHR to be included,
TTL shall not be obligated to do so.
e. If the parties have joint inventorship/ownership patent rights in an issued
Improvement patent, the parties will share equally the related ownership
rights and expenses--including any official patent maintenance fees. The
parties need not exercise improvement patent rights, except as this
Agreement may provide, nor need either party account to the other party for
any lawful activity regarding such patent rights outside this Agreement.
f. The parties recognize that well-based differences may arise with regard to
origination of any given Improvement and that as to U.S. patents the
determination of inventorship and of patentability is exclusively within
the jurisdiction of the U.S. Patent and Trademark Office and the Federal
Courts. Unless the parties are/have joint inventors--or successor(s)
thereto--and hence are joint owners, they specifically agree that for any
Improvement patent application and for any resulting patent for an
Improvement elected by either party to be included hereunder, regardless of
inventorship, the Improvement originating or otherwise acquiring party will
grant to the other party (if that other party so elects) an unrestricted
paid-up (free) license to practice the Improvement for the License Term, if
such practice of it would not violate any non-elected prior patent of the
grantor-licensor.
(57)
g. Each party's foregoing Improvement rights are executory in nature,
including the right to be informed of any Improvement by the other party,
and to elect an Improvement for inclusion hereunder (or not), and including
rights to ongoing prosecution of patent applications and maintenance of
patents by an originating party of an elected Improvement, and receipt of
license or ownership rights thereunder.
9.Infringement Rights
a. As of the effective date of this Agreement, TTL acknowledges that the
exclusive ownership of the initially Licensed Know-how, the Licensed
Patents, and the Licensed Trademarks is in WHR or in WAFT Partners, and not
at all in TTL.
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 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, and shall have also the
obligation to pay one-half (1/2) of the costs of doing so, except as either
party may voluntarily pay more thereof incidental to participation therein.
c. Neither party will be liable to the other party if unable or unwilling to
continue this Agreement 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 WHR and WAFT.
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 WHR may voluntarily pay incidental thereto or to participation
therein. Any moneys recovered from a third-party infringer will be retained
by the party(ifs), pro-rated to their expenditures, whose action(s) had
such result.
e. If third-party infringement is not abated, TTL may elect to continue as a
non-exclusive licensee under this Agreement as its sole remedy, or
alternatively TTL may discontinue its license and cease royalty payments as
its sole remedy.
1O.Assurances
a. WHR assures TTL of WHO's origination of the inventions in his Licensed
Patents/Patent Applications, but WHR cannot guarantee TTL of WHR's
invention priority or patent validity.
b. WHR warrants ownership (joint with CAM as WAFT Partners) of the Licensed
Patents and Licensed Trademarks, in the specific sense that WHR has no
reason to believe that any third party has any right to prevent either WHR
or TTL from practicing any Licensed Invention, or from using any Licensed
Trademark, as provided in this Agreement, but WHR cannot and does not
warrant such practice or usage as non-infringing of third-party rights.
c. WHR will instruct and/or assist TTL's personnel in design, manufacturing,
quality standards, testing, distribution, marketing, and sale, as well as
proper marking, of Licensed Product and Licensed Systems, and WHR will
provide Licensed Know-how in doing so, as may be applicable.
d. WHR (and WAFT Partners) will have no liability whatever to TTL for TTL's
actions or inactions under this Agreement, and TTL will save WHR (and WAFT
Partners) 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.
e An Appendix hereto discloses prior contractual relations of WAFT with one
Xxxxxxx Xxxxxxx, and his companies (Boskind Development, Inc., Xxxx 2,
Inc.); with Xxxxxxxxxx Energy, Inc., WHR's one-man corporation formed in
June 1996; and then of the latter with Xxxxx Xxx Xxxxxxxx and Xxxxx X.
Xxxxxxx, as marketing representatives and exclusive distributors for the
three West Coast States and for Nevada. The Boskind Agreement fell into
non-renewable condition, and activities of both Xxxxxxxxxx Energy, Inc. and
the West Coast distributors have fallen dormant. WHR recognizes that any of
these matters may conflict somewhat with this Agreement but will be
personally responsible for abating any such conflict that may arise.
11.Product Marking
a. TTL will xxxx on Licensed Products (or containers) each patent number
applicable thereto upon being advised thereof by WHR.
(58)
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, or (ii) if elected, after TTL discontinues (or
other termination of) TTL's license under this Agreement.
c. TTL will provide access for WHR, at agreed times, to all Licensed Product
to enable WHR to ascertain that the nature and quality thereof meet
standards required by trademark law of products bearing a Licensed
Trademark.
d. TTL will not make any material change in materials, production methods, or
otherwise that might affect the nature or quality of any WAFT product or
service, without advance notice to WHR and ample opportunity for WHR to
confirm compliance of such product or service with applicable quality
standards-or not.
e. TTL will provide representative specimens of each Licensed Product or
Licensed Service or Licensed System label and advertising copy, and of each
product or service brochure, before publication thereof, to enable WHR to
assure that they meet accepted trademark usage standards.
f. TTL will not manufacture, sell, or distribute any Licensed Product that
does not meet WHR's quality standards, nor distribute any product
literature that does not meet accepted trademark usage standards.
g. 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 WAFT.
12.Termination
a. During the last calendar quarter of the Initial or any Renewal Period, TTL
may notify WHR of TTL's election to continue the Agreement for a Renewal
Period, to begin at the end of the then current Period; or, by failing to
do so, TTL will terminate its rights under this Agreement, 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 signed written agreement.
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, WHR may render TTL's
license wholly non-exclusive, or if it is already non-exclusive for a prior
breach or default WHR 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
Agreement and the license and other rights under this Agreement terminated
ipsofacto.
e. No inaction or overlooking by WHR of any condition or provision of this
Agreement 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.
13.Miscellaneous
a. If any one or more provision(s) or effect(s) of this Agreement should prove
to be invalid or unenforceable, and the Agreement be otherwise valid and
enforceable, the invalid or unenforceable provision or portion thereof will
be severed, and the remainder of the Agreement be and remain valid and
enforceable to the fullest extent permitted by applicable law.
b. This License Agreement is made for the benefit of the parties, their heirs,
successors, and assigns, and 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 Agreement 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 Agreement.
d. Each party acknowledges that he(it) has received advice of independent
counsel of choice as to the inducements, provisions, and terms of this
Agreement, and their effect, whereupon entering into this License Agreement
is each party's free and independent act.
(59)
e. This Agreement 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. Notice to be given under this Agreement 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.
g. This Agreement sets forth the entire intent and understanding of the
parties with regard to the subject matter hereof, and merges any prior
negotiations or agreements 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.
IN WITNESS WHEREOF the parties have caused this Agreement to be signed,
sealed, and attested by persons duly authorized so to do, as of the date first
stated hereinabove.
WHR & PART TTL
S/S XXXXXXX X. XXXXXXXXXX, XX. S/S XXXX X. XXXXX
Xxxxxxx X. Xxxxxxxxxx, Xx. Xxxx X. Xxxxx, President
Attest: S/S XXXXXXX X. XXXXXXX Attest: S/S XXXX XXXXXX
Xxxxxxx X. XxXxxxx Xxxx Xxxxxx, Vice President
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APPENDIX
Ongoing Negotiations
1. Australia - Xxxxx Xxxxxxxx, Universal Associates Pty., Rose Bay.
2. Austria - Xxxxx Xxxxxxx, Jennbacher Energiesysteme, Xxxxxxx, Mass.
3o Britain - GIyn Brooke & Xxxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxxx, Xxxxx.
0x France - Xxxxxxx Xxxxxxxxxx (ex-min. Nuclear Power) & Xx. Xxxxxxx Xxxxx.
5. Japan - Xxx Xxxxxx, Ark International, Captain Xxxx, Hawaii.
6. Mexico - Xxxxxx Xxxxxxxxx, Col. Granada Blvd., Mexico City.
7. Taiwan - Xxxx X. X. Xxx, Far East Trade Services, Inc., San Francisco.
WHR may exclude from this Agreement any binding commitment entered into
with any of these parties within ninety (90) days from the effective date
hereof. In the absence of a commitment during that time, WHR will not enter into
any such commitment, and TTL may deal thereafter with any such party and will
pay over to PART one-half (1/2) of the proceeds therefrom, as in the instance of
a sublicense.
Prior Commitments
1. WAFT Partners - Xxxxxxx Xxxxxxx, Boskind Development, Inc., Xxxx 2, Inc.;
a. Two-page Preliminary Agreement Sept. 1993 to develop truck-mounted reactor;
b. Ten-page Supplementary Agreement March 96 to build trailer-mounted reactor;
Xx. Xxxxxxx lost good standing by the end of 1996, so could not renew, but
has persisted in sending quarterly statements together with requests for
money for parts.
2. Xxxxxxxxxx Energy, Inc. (WHR's l-man corporation) June 1996 Agreement with
a. Xxxxx Xxx Xxxxxxxx and Xxxxx X. Xxxxxxx, exclusive marketing
representatives and distributors for the states of California, Nevada,
Oregon, and Washington; also
b. Partial cross-ownership with their limited liability companies, but stock
purchases in Xxxxxxxxxx Energy not completed by them, and its charter being
allowed to lapse.
3. Australia and New Zealand, Option Memorandum - Dr. Xxxxx Nel, Las Vegas;
and Xxxxx Xxxxxxxx, American Merchandising Company, Sacramento, California;
signed in February 1997, but Ten Percent advance royalty payments toward
agreed paid-up royalty of $500,000 for Australia and $250,000 for N.Z.
never received.
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