EXHIBIT 10.2
ITEM 1,(4)
EXCLUSIVE LICENSE AGREEMENT BETWEEN
X.X.XXXXX & CO., INC. AND PHOENIX RESOURCES TECHNOLOGIES, INC.
DATED MARCH 12, 1996
EXCLUSIVE LICENSE AGREEMENT
This Agreement, made and entered this 12th day of March, 1996 by and between
X.X. Xxxxx & Co., Inc., a Massachusetts Corporation whose principal address is
0000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000-0000, hereinafter referred to as
"LICENSOR" and Phoenix Resources Technologies, Inc., a Nevada corporation whose
principal address is 0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx
00000, hereinafter referred to as "LICENSEE".
WITNESSETH:
WHEREAS, LICENSOR represents and warrants that it has the entire right, title,
and interest in and to United States Patents numbered 5,106,512, 5,149,446,
5,203,989 and 5,366,705 relating to a Water Production/Generation System and any
patents to issue on any continuation or division thereof and any new patents
granted to LICENSOR relating to the Water Production/Generation System
(hereinafter collectively referred to as "LICENSED PATENTS"), and that LICENSOR
has the right to grant the licenses under the LICENSED PATENTS as specified
hereinafter; and
WHEREAS, LICENSEE represents that it is a marketing firm with proprietary
method(s) in which to exploit products and will employ any and all such means,
proprietary or generally known, in which to perpetuate LICENSOR'S LICENSED
PROPERTY with the conditions set hereinafter; and
WHEREAS, LICENSEE is desirous of obtaining an exclusive right and license to
make, use, and sell Water Production/Generation System products, and component
parts therefore, falling under the scope of any LICENSED PATENT (hereinafter
referred to as "LICENSED PROPERTY"); and
WHEREAS, LICENSOR is willing to grant such right and license to LICENSEE under
the conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants, promises and
undertakings contained herein, together with other good and valuable
consideration, the receipt and sufficiency of which is hereby reciprocally
acknowledged, the undersigned parties agree as follows:
EXCLUSIVE LICENSE AGREEMENT
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1. GRANT OF LICENSE: LICENSOR hereby grants to LICENSEE for the term of this
Agreement, an exclusive right and license to make, use, and sell LICENSED
PROPERTY according to the provisions set forth hereinafter with the full right
and privilege to alter, change, and/or modify the contents and peripheral
materials associated with LICENSED PROPERTY with the conditions set forth
herein, and the right to sublicense sale and distribution of LICENSED PROPERTY
according to the provisions and the conditions set forth hereinafter.
2. TERM OF LICENSE: The term of this Agreement shall commence upon the date of
execution of this Agreement and shall remain binding and continue for the life
of the last expiring LICENSED PATENT unless terminated sooner as provided
herein.
3. OWNERSHIP OF LICENSED PROPERTY: This license Agreement is not a sale or lease
of LICENSED PROPERTY from LICENSOR and the full title, rights and interest shall
remain in the name of LICENSOR unless otherwise expressed herein and upon
written mutual consent of both parties.
4. ROYALTIES AND PAYMENTS:
4.1 LICENSEE agrees to pay a royalty to LICENSOR for the
exclusive License Agreement in the amount of FIVE PERCENT
(5.0%) of the gross sales by Phoenix Resources Technologies,
Inc. and/or any sublicensees. Gross sales shall be defined as
"the total of invoiced sales and the fair market value of
licensed property transferred without invoice of LICENSED
PROPERTY without deduction". Royalty payments shall be payable
at the beginning of each month following the date of this
Agreement.
An Advanced Royalty Payment shall be paid to LICENSOR each
calendar year starting with the first payment to be remitted
upon the joint signing of this Agreement and all subsequent
payments paid on the anniversary date of this Agreement
payable to X.X. Xxxxx & Co., Inc. in the total sum of
Seventy-five Thousand Dollars and No/100 ($75,000.00). The
exclusive right and license to Phoenix Resources Technologies,
Inc. shall be renewed, without increase, each year upon this
advanced royalty payment. Each Advanced Royalty payment is to
be considered in effect an Annual Minimum Royalty and may be
credited toward royalties due for no longer than the
subsequent 24 months.
4.2 LICENSEE agrees that in no event will the LICENSED
PROPERTY be broken-up and sold in component parts, without the
express written consent of LICENSOR.
EXCLUSIVE LICENSE AGREEMENT
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4.3 Royalty payments shall commence on the date executed
hereinabove and shall be considered due and payable to
LICENSOR within 30 days following the anniversary date of each
calendar month following the contract execution date as stated
above.
4.4 Each royalty payment will be accompanied by a report
detailing the following:
4.4.1 The total sum of gross sales of each type
of LICENSED PROPERTY sold and/or transferred
during the month;
4.4.2 The total gross receipts collected from
sales during the month;
4.4.3 The manufacturer Purchase Order and/or
Invoice revealing the number of component parts
ordered and received;
4.4.4 Inventory itemization and the change and
flow of inventory during the month.
4.5 "Each type of LICENSED PROPERTY' shall be defined
according to the cubic feet per minute of processed air by
each unit and/or by name designated by the management of
Phoenix Resources Technologies Inc.
4.6 If additional product(s) or service(s) are added to
enhance the LICENSED PROPERTY value and results in increased
sales revenue, then this increase in sales revenue figure
shall be included in the determination of royalty payment(s)
due LICENSOR.
5. SUBLICENSE CONTRACTS:
5.1 Licensee shall have the right to sublicense the LICENSED
PROPERTY to third parties it deems creditable and trustworthy
to sell and/or distribute LICENSED PROPERTY in various
designated territories and/or regions.
5.2 Both parties agree that the Definition of Sublicense shall
mean, "the right granted by LICENSEE to a third party to
distribute and sell LICENSED PROPERTY in accordance with the
provisions and conditions provided herein."
EXCLUSIVE LICENSE AGREEMENT
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5.3 LICENSEE shall determine the cost and fees of any and all
sublicenses sold, which costs and fees shall be its sole
property.
5.4 LICENSEE retains the right to waive, finance, and/or
accept partial payment (down payment) of any and all
sublicense fees.
5.5 LICENSEE agrees that all sublicense contracts are to
encompass and embrace the parameters of this Licensing
Agreement as not to violate any provision contained herein
in whole or in part.
6. DURATION/TERM/MAINTENANCE OF EXCLUSIVITY:
6.1 The license granted herein is exclusive and shall remain
exclusive until the third anniversary of the EFFECTIVE DATE
written above.
6.2 Subsequent to the third anniversary of the EFFECTIVE DATE
written above, this license Agreement may be terminated by
LICENSOR, upon written notice to the other if the Advanced
Royalty Payment is not paid according to the provisions of
paragraph four point one (4.1) above to the LICENSOR. Such
notice shall be deliverable by either party to the other
within 30 days of the delivery by LICENSEE to LICENSOR of the
last royalty report specified in Section 1.0 and section 4.0
above, hereby creating this option to terminate exclusivity.
6.3 LICENSEE agrees to put forth its best efforts to sell
LICENSED PROPERTY during the period of exclusivity of the
licenses granted herein.
7. RECORDS AND INSPECTION:
7.1 LICENSEE agrees during the life of the LICENSED PATENTS
(Attached hereto) LICENSEE shall keep accurate records showing
the quantity of goods manufactured by and/or for LICENSEE
under this Agreement and supporting documentation of all
sales, which records shall be open to inspection by LICENSOR's
accountant during reasonable business hours. The records
available for inspection by LICENSOR's accountant shall
include records of each particular LICENSED PROPERTY type
manufactured and sold to determine the royalty payment.
EXCLUSIVE LICENSE AGREEMENT
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7.2 LICENSEE shall reduce all sublicenses granted herein to
written Agreements which shall include a Provision providing
for the maintenance of records by the sublicensee as
hereinabove provided and permitting LICENSOR's accountant to
inspect said records during reasonable business hours.
7.3 LICENSEE shall provide a yearly audit of the books in
regards to LICENSOR's royalty payments which shall be
conducted by a Certified Public Accountant in accordance with
generally accepted accounting principles and delivered for
inspection to LICENSOR.
7.3.1 If LICENSOR so desires an audit conducted before
the year-end audit scheduled, LICENSOR has the right
to conduct such an audit at LICENSOR's own expense.
8. TRANSFER OF CUSTODY, KNOW~HOW AND TECHNICAL ASSISTANCE:
8.1 LICENSOR agrees to provide all information in its
possession to assist LICENSEE to manufacture or have
manufactured LICENSED PROPERTY. LICENSOR shall transfer to the
care and custody of LICENSEE within 30 days from the execution
of this Agreement, all information in its possession
pertaining to the LICENSED PROPERTY, and all information
material and pertaining to the manufacture, adaptation or
modification thereof which may or may not effect marketing
campaigns and the sales thereof consisting of, for example,
but not limited to:
8.1.1 Design Data-All engineering, film, disks, camera
work, negatives, layouts, registration xxxx copy for
reproduction and reprint, logos, type fonts, etc.
8.1.2 Process Specifications -All details, processes,
steps and procedures concerning, but not limited to,
care of product, storage, the do's and don'ts, print
specifications, packaging specifications, etc.
8.1.3 Test Data - All test data material and the
results thereof.
8.1.4 Commercial Operation Data - manufacturer costs,
volume discounts, minimum order levels, maximum order
levels, turn-around production time, shipping costs
and requirements, etc.
EXCLUSIVE LICENSE AGREEMENT
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8.1.6 Mold specifications and box specifications.
8.1.7 Endorsement Grant - granting the permission to
LICENSEE the use of any and all previous endorsements
with the permission of the endorser.
8.1.8 Patent Documentation - Patent registration
documentation and related materials to understand
parameters of patent for infringement purposes and to
convey to legal counsel.
8.1.9 Trademark Registration - Trademark registration
material in its possession in order to make
application for amendment(s).
8.2 LICENSOR shall also make available in a timely fashion,
all improvements relating to the LICENSED PROPERTY, including
changes, and modifications and specifications, methods and
materials, during the term of this Agreement.
9. TERMINATION OR REVOCATION OF LICENSE:
9.1 This Agreement and the rights and licenses granted herein
shall wholly cease and terminate prior to the termination of
the license as described in Section 2.0 and 6.0 hereinabove
upon the occurrence of any of the following events:
9.1.1 Any material breach by either party of the terms
of this Agreement, provided the non-breaching party is
the one seeking the termination and gives the other
party written notice of intention to terminate, which
shall state the fault or breach upon which the party
relies. The termination shall become effective thirty
(30) days following receipt of the notice given
pursuant to Section 46 herein by the party against
whom the termination is sought, if such default or
breach is not rectified to the reasonable satisfaction
of the parties within that time; or
9.1.2 If the LICENSOR does not receive the first
Advanced Royalty Payment referred to in paragraph four
point one (4.1) at the time of the 3oint approval and
signing of this Agreement.
EXCLUSIVE LICENSE AGREEMENT
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9.1.3 This Agreement shall terminate upon the
insolvency and/or criminal conviction of either party
unless otherwise agreed to in writing.
9.1.4 Upon termination, LICENSOR shall have the first
right of approval to purchase LICENSEE's inventory for
cost payable within thirty (30) days of written offer.
Written offer must be accepted within thirty (30) days
of written offer. Written offer must be accepted
within thirty (30) days of delivery of offer. In no
event shall LICENSEE sell existing inventory after a
period of six (6) months after termination notice.
9.1.5 The mutual consent of the parties expressed in
writing.
10. EFFECT OF TERMINATION OR REVOCATION:
10.1 The termination of this Agreement shall not release
LICENSEE from the obligation to pay LICENSOR any accrued sums
owed to LICENSOR, or from fulfilling any other accrued
obligation. Additionally, such termination shall be without
prejudice to any right or remedy which either party may have,
or believes it has, against the other party.
10.2 The termination of this Agreement as a result of the
provisions and conditions provided herein, and/or the breach
thereof, or an uncontrolled act of Cod, government, laws, etc.
which prohibit the fulfillment of this Agreement shall not
bind the LICENSEE to fulfill projected sales figures or the
payment of projected royalties.
10.3 In no case shall LICENSEE have any claims for repayment
or offset of any sum or sums which shall have been paid as
required under the terms of this Agreement.
10.4 Upon termination, each party will retain proprietary
property(s) and the complete rights, title, and interest of
any and all proprietary property, information, and material
introduced.
10.5 Upon termination and revocation of License Agreement,
each party will properly return, in a timely fashion, any and
all proprietary property to the owner of that property in the
same manner and condition received in relation to 10.4 above.
EXCLUSIVE LICENSE AGREEMENT
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10.6 Upon termination and revocation of License Agreement,
LICENSOR has the right to purchase from LICENSEE any items not
considered LICENSED PROPERTY, such as, but not limited to,
changes in the LICENSED PROPERTY name, Trademark or Trade
name, Universal Product Codes, marketing material changes,
alterations, and/or modifications duly registered, etc. at a
fair market price.
11. CONTRACT RENEWAL:
11.1 The License Agreement will automatically renew itself at
the maturity of the third anniversary conditioned upon the
fulfillment and completion of Section 6.0 by LICENSEE
providing sufficient documentation of such. Ml other
arrangements must be of mutual consent of the parties
expressed in writing.
11.2 Upon renewal of License Agreement, no fees shall be
assessed or monies transferred for the right to renew this
License Agreement above the amount specified in Section 4,
paragraph four point one (4.1) hereinabove.
12. SUBLICENSE CONTRACTS: LICENSEE shall provide and deliver sublicense
contracts to LICENSOR as a matter of record.
13. SUBLICENSE PROPERTY: All sublicense contracts shall be considered
proprietary and confidential and shall remain the property of LICENSEE and/or
the introducing party.
14. PRODUCT ENDORSEMENTS:
14.1 LICENSOR agrees to acknowledge by letter the right of
LICENSEE to use prior endorsements at the discretion of
LICENSEE in an appropriate manner of marketing with the
consent of the endorser.
14.2 LICENSEE shall seek endorsements, including celebrity
endorsements, that LICENSEE deems qualified to represent
LICENSED PROPERTY, and such endorsements obtained by LICENSEE
shall remain the property of LICENSEE.
15. LICENSEE OBJECTWE AND MAR~NG:
15.1 LICENSEE's overall objective is to establish and maintain
the awareness and exposure of LICENSED PROPERTY to enhance
sales and future growth.
EXCLUSIVE LICENSE AGREEMENT
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15.2 LICENSEE will maintain the image and integrity of
LICENSED PROPERTY for the duration if this License Agreement.
No marketing campaign shall be undertaken which falls to
project good moral and ethical values. This specifically
includes the advertisements or endorsements from alcohol,
tobacco or other companies which fail to reflect the highest
of moral standards.
15.3 LICENSEE hereby commits the resources and puts forth
best efforts in accomplishing, completing, and fulfillment of
the promises contained herein.
15.4 LICENSEE shall have the right to create commercial
production (radio, television, print) and other means in which
to fulfill License Agreement.
15.5 LICENSEE will create a long-term public relations
strategy in which to achieve awareness, sales, and growth.
16. PRODUCT NAME: LICENSEE retains the right to change the LICENSED PRODUCT's
name with the consent of LICENSOR.
17. DESIGN PACKAGING: LICENSEE shall hereby have the right to alter, change, add
or remove any item, color, format, or material in design packaging with the
expressed consent of LICENSOR.
18. COPYRIGHT USAGE:
18.1 LICENSOR hereby grants the right to LICENSEE the use of
any and all, in whole or in part, copyright materials related
to LICENSED PROPERTY.
18.2 LICENSEE shall file all copyright documentation and
provide LICENSOR with copies of such filing(s).
19. TRADEMARK REGISTRATION - U.S. FOREIGN: LICENSEE shall make application and
pay filing fees in registering changes to trademark and/or trade name
registration.
EXCLUSIVE LICENSE AGREEMENT
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20.1 LICENSEE shall make application for foreign trademark
and/or trade name registration and pay all fees necessary and
will make and forward copies to LICENSOR.
20.2 LICENSEE shall retain the full rights, title, and
interest in any and all trademark(s) and trade name(s)
registration in foreign countries.
20.3 LICENSOR shall make application for any foreign patents
desired by LICENSEE, at LICENSEE's expense. LICENSOR has the
option to separately make application for any foreign patent
at LICENSOR's own expense.
21. GRANT OF TRADEMARK USAGE LICENSE: LICENSOR hereby grants the exclusive
license to LICENSEE to use any and all trademarks regarding LICENSED PROPERTY
under the conditions contained herein.
22. GRANT OF TRADE NAME USAGE LICENSE: LICENSOR hereby grants the exclusive
license to use such trade names, symbols or logos associated with LICENSED
PROPERTY.
23. TRADEMARK QUALITY CONTROL:
23.1 LICENSOR has the right to approve LICENSED PROPERTY sold
bearing the trademark licensed herein for conformance with
agreed quality standards.
23.2 LICENSEE shall supply LICENSOR a specimen of the goods
sold under the xxxx once per year.
23.3 Before implementing changes in the goods sold under the
xxxx, LICENSEE shall provide LICENSOR a specimen of the
changes.
23.4 If LICENSOR does not ob3ect to the specimen within two
weeks, goods conforming to the specimen are deemed approved.
24. PRODUCT AND MATERIAL ADDITIONS:
24.1 LICENSEE shall have the right to make an addition(s) to
LICENSED PROPERTY with the consent of LICENSOR for appeal
and/or added value.
EXCLUSIVE LICENSE AGREEMENT
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24.2 LICENSOR shall retain all rights, title, and interest to
any additional product(s), or material addition(s) made to
LICENSED PROPERTY.
25. ASSEMBLY: LICENSEE has the right and responsibility to assemble or have
assembled LICENSED PROPERTY.
26. UNIVERSAL PRODUCT CODE: LICENSEE shall make application to obtain a UPC code
for LICENSED PROPERTY.
27. LICENSE PARAMETER: LICENSOR agrees that exclusive License Agreement is not
bound or limited to any country, state or province.
28. MAINTENANCE OF PATENT(s): LICENSOR hereby agrees to maintain the above
referenced patents in good standing.
29. PRODUCT LIABILITY INSURANCE: LICENSEE shall, during the entire term of this
Agreement maintain a minimum policy of $1,000,000.00 (One Million Dollars) in
product liability insurance covering LICENSED PROPERTY sold by LICENSEE or any
of its sublicenses. X.X. Xxxxx & Co., Inc. shall be named "additionally insured"
thereon with respect to any claims made against LICENSOR as a result of
LICENSEE's or any of its sublicensee's sales of LICENSED PROPERTY. LICENSEE
shall provide LICENSOR a copy of such insurance policy within thirty (30) days
of execution of its marketing opening date of sales. LICENSEE shall also
indemnify and hold harmless X.X. Xxxxx & Co., Inc., its employees, directors,
officers, and shareholders as to any claims, lawsuits, threatened litigation or
judgments rendered, relating to the LICENSED PROPERTY sold by LICENSEE or any of
its sublicensees.
30. TRADE SECRETS: Both parties acknowledge and agree that the other party
possesses trade secrets that are proprietary property and constitute a valuable
trade secret. Both parties agree not to disclose or make available to third
parties the information, processes, methods, etc. or any portion thereof that is
considered trade secrets without the prior written approval of the other party.
31. CUSTOMER PROPERTY: LICENSEE shall retain the full rights, title, and
interest in any and all customer names and sublicensee names sold and/or
generated as a result of the marketing and promotion effort.
EXCLUSIVE LICENSE AGREEMENT
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32.1 In the event infringement is discovered and/or litigation
commences with respect to any claim of infringement of
LICENSOR's LICENSED PROPERTY, LICENSEE has the responsibility
to pursue any and all litigation to protect the marketing
effort. LICENSOR shall have the option to participate in such
claim in proportion to the expense LICENSEE bears, i.e. 50% of
litigation expenses = 50% of the claim/settlement. In the
event LICENSOR exercises this option to participate, LICENSOR
shall be entitled to retain an equal percentage amount, in
relation to the percentage amount of expenses incurred, of the
receipts from such settlement, judgment, compromise or
arbitration.
32.2 In the event infringement is discovered and LICENSEE does
not act upon settlement of infringement or litigation in a
reasonable amount of time as not to effect the marketing
campaign, sales and/or growth, then LICENSOR shall have the
right to pursue the infringing party for damages, and retain
the proceeds.
33. SETTLEMENT OF OTHER CLAIMS: LICENSOR shall be entitled to retain the
proceeds of any and all settlements, judgments, compromises or arbitration of
existing claims it has against any third parties.
34. USE RESTRICTIONS: LICENSEE agrees not to use LICENSED PROPERTY in any
illegal, fraudulent, or deceptive manner to damage the good name and/or standing
of the LICENSED PROPERTY.
35. TRANSFER RESTRICTIONS/ASSIGNABILITY/SALE: Any party may assign and/or sell
this Agreement, or any right or obligation under this Agreement, to any third
party without the written consent of the other party hereto, any such assignment
and/or sale shall be made in accordance with the provisions herein. If LICENSEE
sells or assigns this Agreement, LICENSOR will receive from LICENSEE ten percent
(10%) of the assignment/sale price.
36. FIRST RIGHT OF REFUSAL: LICENSOR agrees to grant LICENSEE first right of
refusal on any contemplated assignment/sale of the above referenced patent(s)
during the term of this Agreement.
LICENSEE agrees to grant LICENSOR the first right of refusal on any contemplated
assignment/sale of this Agreement during the term of this Agreement.
EXCLUSIVE LICENSE AGREEMENT
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37. UPDATE: LICENSOR agrees to forward and/or transfer any and all updates that
pertain to the LICENSED PROPERTY including, but not limited to, information
regarding marketing, competition, regulations, processes, specifications, etc.
38. MARKET RETENTION: LICENSEE shall retain full rights, title, and interest to
markets created as a result of a marketing campaign implemented pursuant to this
Agreement.
39. XXXXXX: No action taken pursuant to this Agreement, shall be deemed to
constitute a waiver by the party taking such action of compliance with any
representation, warranty, covenant, or agreement contained herein. The waiver by
any party hereto of a breach of any provision of this Agreement shall not
operate or be construed as a waiver of any other or subsequent breach. The
waiver by any party of any of the conditions precedent to its respective
obligations under this Agreement shall not preclude it from seeking redress for
breach of this Agreement.
40. BENEFITS: Except as expressly provided in this Agreement, nothing in this
Agreement, expressed or implied, is intended to or shall confer on any person
other than the parties hereto any rights, remedies, obligation, or liability
under or by reason of this Agreement.
41. CONSTRUCTIONIJURISDICTION: Inasmuch as the transactions which may arise or
occur between the parties and/or their principals may cross boundaries of
national jurisdiction, this Agreement shall be construed and interpreted in
accordance with the laws of the United States of America and the State of
Massachusetts.
42. ARBITRATION: Both parties agree that any claim, dispute or other differences
between them shall be exclusively resolved by binding arbitration pursuant to
the Commercial Arbitration Rules of the American Arbitration Association. All
arbitration proceedings are to be held in a city of mutual choice. In the event
of arbitration between the parties with respect to disputes arising under this
Agreement or the subject matter hereof, the prevailing party shall be entitled
to recover from the other party all attorney's fees and other costs directly
related to the arbitration proceeding (including those relating to appeals)
incurred by such prevailing party.
43. SEVERABILITY: Any term or provision of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall not affect the validity
or enforceability of the remaining terms and provisions hereof or the validity
or enforceability of the offending term or provision in any other situation or
in any other jurisdiction.
EXCLUSIVE LICENSE AGREEMENT
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44.1 LICENSOR agrees not to compete in sales directly,
indirectly, or in any capacity unless authorized by LICENSEE
during the term of this License Agreement.
44.2 LICENSOR agrees not to directly or indirectly cause or
have caused competition, the sale or transfer of any trade
secrets and/or information that would cause harm, potential or
otherwise, to LICENSEE for the duration of this Agreement.
45. NOTIFICATION: Any notice hereunder must be in writing and may be personally
delivered or may be given by registered letter and shall be deemed to have been
given when such registered letter, properly addressed to the addressee indicated
above, is mailed return receipt requested, and receipt acknowledged. Either
party hereto may at any time by thirty (30) days notice to the other, designate
any other address in place of those above given.
46. TAX RESPONSIBILITY: Each party to this Agreement is responsible for their
own taxes, tax consequences, and the payment of any Federal, State or local
taxes thereof.
47. EMPLOYEE STATUS: It is understood and agreed by both parties that neither
party is an employee of the other.
48. FURTHER DOCUMENTS: Each of the parties hereto agrees to execute and deliver
all such documents and to do any and all acts matters and things as may be
necessary or proper in order to carry out the intended purposes of this
Agreement.
49. PRIOR AGREEMENTS: This Agreement shall supersede and replace any and all
prior License Agreements entered into between the parties hereto related to the
subject matter hereof and any such prior Agreements shall be, and they are
hereby, cancelled
50. EFFECTWE DATE: The effective date of this Agreement shall be upon the
acceptance and execution thereof by both parties.
51. ENTIRE AGREEMENT: This instrument contains the entire Agreement between the
LICENSOR and LICENSEE containing 15 pages and 1 "Attachment A" and no
modification hereof shall be binding on the parties unless it is in writing and
signed by a duly authorized officer of the parties to be bound.
EXCLUSIVE LICENSE AGREEMENT
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52. DOCUMENT ORIGINALS: This document is considered as an original, binding and
enforceable Agreement, whether executed in original, binding counterparts or
facsimile.
53. AUTHORITY: All parties warrant that they have the requisite authority and
capacity to execute this Agreement and that its terms and provisions constitute
valid and legally enforceable rights and obligations against the parties, their
successors, administrators, etc.
IN WITNESS WHEREOF, the parties have affixed their names, signatures, and seals,
by their executive officers thereto duly authorized, on the day and year first
above written.
IN BEHALF OF LICENSEE: IN BEHALF OF LICENSOR
Phoenix Resources Technologies, Inc. X.X. XXXXX & CO., INC.
By /s/ Xxxxx X Xxx, President By /s/ Xxxxx X. Xxxxx, President
----------------------------- ------------------------------
Corporate Seal Corporate Seal
Subscribed and sworn to before me Subscriber and sworn to before me
this 12th day of March, 1996. this 12, day of March, 1996
/s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------- ---------------------------------
Notary Public Notary Public
My commission expires: May 19, 1996 My commission expires: May 19, 1996
EXCLUSIVE LICENSE AGREEMENT
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ATTACHMENT "A"
Consulting Agreement
This Attachment is an integral part of this LICENSING AGREEMENT between Phoenix
Resources Technologies, Inc. of Scottsdale, Arizona and X. X. Xxxxx & Co.. Inc,
of Holden, Massachusetts, USA.
WHEREAS Phoenix Resources Technologies, Inc., hereinafter referred to as
LICENSEE, desires the skill and services of Xxxxx X. Xxxxx, hereinafter referred
to as LICENSOR as he is the principal officer of the LICENSOR, it is hereby
agreed.
1. Xxxxx X. Xxxxx, (LICENSOR) agrees to put forth his best efforts and skills to
assist LICENSEE in the development, production, marketing, and ongoing research
and development of products known generally as Water Production/Generation
System.
2. LICENSEE, in return for the services described in paragraph one (1) above
agrees to pay Six Thousand, Two Hundred and Fifty Dollars ($6,250 00) per month,
plus reasonable inflationary increases each year, to Xxxxx X. Xxxxx on the
fifteenth (15th) day of each month beginning on the 15th day of ~ 1996. In
addition Phoenix Resources Technologies, Inc will provide Xxxxx - X. Xxxxx
reasonable and adequate R&D expenses as required and agreed.
3. Xxxxx X Xxxxx agrees to put forth his best effort for the duration of this
License Agreement.
4. This Agreement can be canceled at any time by mutual agreement of both
parties, acknowledged in writing by both parties, and with thirty (30) days
notice.
5. In the event a disagreement arises between these parties, it is agreed that a
settlement shall be decided by arbitration as described in paragraph 42 of the
LICENSING AGREEMENT attached
IN WITNESS WHEREOF, the parties have affixed their names, signatures, and seals,
by their executive officers thereto duly authorized, if appropriate, on the day
and year notarized below.
IN BEHALF OF LICENSEE: IN BEHALF OF LICENSOR
Phoenix Resources Technologies, Inc. Xxxxx X. Xxxxx
By /s/ Xxxxx X. Xxx, President /s/ Xxxxx X. Xxxxx
--------------------------- -------------
Corporate Seal
Subscribed and sworn to before me Subscribed and sworn to before me
this 12th day of March, 1996. this 12th day of March, 1996
/s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------- ---------------------------------
Notary Public Notary Public
SEAL SEAL
My commission May 19, 1996 My commission expires May 19, 1996
16
