Exhibit 10.1
LICENSE AGREEMENT
THIS AGREEMENT MADE EFFECTIVE AND EXECUTED AS OF SEPTEMBER 22, 2000
(the "Effective Date").
BETWEEN:
REACH TECHNOLOGIES, INC
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Suite 201 - 0000 X 00xx Xxx
Xxxxxxxxx, X.X.
X0X 0X0
("REACH")
AND:
WIZBANG TECHNOLOGIES INC.
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Suite 679, 185 - 000 Xxxxx Xxxxxx
Xxxxxxxx, X.X.
Xxxxxx X0X 0X0
("WIZBANG")
WHEREAS:
A. REACH (a British Columbia Corporation) is in the business producing
Digital Data Recorders;
B. WIZBANG (a Washington Corporation) is a corporation specifically
created to market REACH'S Digital Data Recorders through the purchase of this
Licensing Agreement (the "Transaction");
C. REACH and WIZBANG agree that this Agreement will constitute a
binding agreement upon them in respect of the Transaction, such to be on the
terms and conditions contained herein;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants
and agreements herein contained, the parties hereto do covenant and agree (the
"Agreement") each with the other as follows:
1. REPRESENTATIONS AND WARRANTIES
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1.1 WIZBANG represents and warrants to REACH that WIZBANG has good and
sufficient right and authority to enter into this Agreement and carry out its
obligations under this Agreement on the terms and conditions set forth herein,
and this Agreement is a binding agreement upon WIZBANG enforceable against it in
accordance with its terms and conditions.
1.2 REACH represents and warrants to WIZBANG that REACH has good and
sufficient right and authority to enter into this Agreement and carry out its
obligations under this Agreement on the terms and conditions set forth herein,
and this Agreement is a binding agreement upon REACH enforceable against it in
accordance with its terms and conditions.
Exhibit 10.1
2. LICENSE
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2.1 WIZBANG and REACH agree that, subject to the terms and conditions
of this Agreement, WIZBANG will have the exclusive right to market and sell the
Digital Data Recorder licensed product line in North Dakota, South Dakota,
Nebraska, Kansas, Montana, Wyoming, and Colorado from REACH .
2.2 The licensed product line consists of 0 to 40 Megabit per second
Digital Data Recorders that are configured for laboratory and onsite use.
Models consist of laboratory, rack mount and portable versions. See Appendix A
for a price list describing the product and options under licence ("the Digital
Data Recorder licensed product line").
2.3 WIZBANG has the exclusive right to distribute and market the
Digital Data Recorder licensed product line for an initial period beginning
September 22, 2000 expiring September 30, 0000 ("xxx Xxxx")
2.4 The current price for the REACH licensed product line is disclosed
in Appendix A of this License Agreement
2.5 REACH may charge its pricing on 30 days' notice.
2.6 This Agreement may be renewed by mutual agreement between WIZBANG
Logic Inc. and Reach Technologies Inc. for additional three-year periods.
2.7 This Agreement may be terminated by WIZBANG at any time upon notice
to REACH, and by REACH for cause, which includes the bankruptcy or insolvency of
WIZBANG; or the conviction of WIZBANG, its officers or directors, of any crime
involving moral turpitude.
2.8 As consideration for this Agreement WIZBANG shall pay $16,000 to
REACH.
3. GENERAL
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3.1 Time and each of the terms and conditions of this Agreement shall be of the
essence of this Agreement.
3.2 This Agreement constitutes the entire agreement between the parties hereto
in respect of the matters referred to herein.
3.3 The parties hereto shall execute and deliver all such further documents and
do all such acts as any party may, either before or after the execution of this
Agreement, reasonably require of the other in order that the full intent and
meaning of this Agreement is carried out.
3.4 No amendment or interpretation of this Agreement shall be binding upon the
parties hereto unless such amendment or interpretation is in written form
executed by all of the parties to this Agreement.
3.5 Any notice or other communication of any kind whatsoever to be given under
this Agreement shall be in writing and shall be delivered by hand, email or by
mail to the parties at:
Exhibit 10.1
Reach Technologies, Inc. Suite 679 - 185-911 Xxxxx Street
Suite 122 - 2055 York Avenue Victoria, B.C.
Xxxxxxxxx, X.X. Xxxxxx X0X 0X0
X0X 0X0 Attention: Xxxx Xxxxxxxxxxxxx
Attention: Xxxxx Xxxxx
or to such other addresses as may be given in writing by the parties hereto in
the manner provided for in this paragraph.
3.6 This Agreement may not be assigned by any party hereto without the prior
written consent of all of the parties hereto.
3.7 This Agreement shall be governed by the laws of Washington State applicable
therein, and the parties hereby attorn to the jurisdiction of the Courts of
Washington State.
3.8 This Agreement may be signed by fax and in counterpart.
IN WITNESS WHEREOF the parties have hereunto set their hands and seals effective
as of the Effective Date first above written.
SIGNED, SEALED AND DELIVERED BY SIGNED, SEALED AND DELIVERED BY
REACH TECHNOLOGIES, INC. WIZBANG TECHNOLOGIES INC.
per: per:
/s/ Xxxxx Xxxxx /s/ Xxxx Xxxxxxxxxxxxx
------------------------------- -----------------------------------------
Authorized Signatory Authorized Signatory
Name of Signatory: Xxxxx Xxxxx Name of Signatory: Xxxx Xxxxxxxxxxxxx
Title of Signatory: Director Title of Signatory: Director
Exhibit 10.1
APPENDIX A
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WHOLESALE PRICING
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LABORATORY RECORDERS RACK MOUNT RECORDERS
Description Part Number List Price Description Part Number List Price
10 Mbps DDR Base DDR-10-L $ 9,100 10 Mbps DDR Base DDR-10-R $ 9,800
20 Mbps DDR Base DDR-20-L $ 11,200 20 Mbps DDR Base DDR-20-R $ 11,900
40 Mbps DDR Base DDR-40-L $ 14,000 40 Mbps DDR Base DDR-40-R $ 14,700
--------------------------------------------------------- ---------------------------------------------------
PORTABLE RECORDERS RECORDER TRANSPORTS
Description Part Number List Price Description Part Number List Price
10 Mbps DDR Base DDR-10-P $ 11,900 DAT [12 GByte/8 Mbps] DDR-DAT $ 1,300
20 Mbps DDR Base DDR-20-P $ 14,000 DAT Transport Software DDR-DAT- $ 000
XX
00 Mbps DDR Base DDR-40-P $ 16,800 Exabyte[ 7 GByte/8 Mbps] DDR-EXA $ 1,620
--------------------------------------------------------- Exabyte Transport Software DDR-EXA- $ 900
SW
RECORDER OPTIONS DLT (35 Gbyte/40 Mbps] DDR-DLT $ 6,500
Description Part Number List Price DLT Transport Software DDR-DLT- $ 1,800
SW
IRIG-B Time Code Input/Output DDR-IRIG-B $ 2,700 Disk [9 Gbyte / 40 Mbps] DDR-Disk-9 $ 1,080
IRIG-A/B Time Code Input/Output DDR-IRIG-AB $ 3,150 Disk [18 Gbyte / 40 Mbps] DDR-Disk-18 $ 1,530
Software Development Kit DDR-SDK $ 1,000 Disk Transport Software DDR-Disk- $ 900
SW
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