LICENSE AGREEMENT
This Agreement is made on the ________ of _____________, 1998 [hereinafter
referred to as the "Effective Date"], by and between ROCK BOTTOM RESTAURANTS,
INC., a Delaware corporation ("Rock Bottom") and Xxxxx X. Day
("Day").
RECITALS AND PREMISES
WHEREAS, Rock Bottom owns and operates numerous restaurants and owns
certain proprietary information with respect to such restaurants;
WHEREAS, Rock Bottom has developed special knowledge, know-how,
techniques, methods, designs, brewing recipes, inventions, and technologies
useful in the restaurant business (collectively, the "Licensed Information");
WHEREAS, Day desires to utilize the Licensed Information in the
St.Croix restaurant; and
WHEREAS, Rock Bottom is willing to xxxxx Xxx a license to use the
Licensed Information solely in the St. Croix restaurant.
NOW, THEREFORE, in consideration of the premises and of the promises
and obligations in the terms, conditions, and mutual agreements contained
herein, Rock Bottom and Day agree as follows:
1. Ownership. The Licensed Information is solely owned by Rock Bottom, and Day
shall not in any way by oral or written statements or otherwise conduct himself
as being the owner of the Licensed Information.
2. Power to Enter Agreement. Each party represents and warrants to the other
that it has the power, right, and authority to enter into this Agreement, and to
grant the rights and undertake the obligations set forth in this Agreement.
3. Term. This Agreement shall be perpetual from the Effective Date.
4. Mutual Termination. This Agreement may be mutually terminated by the mutual
written consent of Rock Bottom and Day.
5. Compensation. Day will pay to Rock Bottom a one time fee of Five Thousand
Dollars ($5,000) as compensation for the use of the Licensed Information solely
in the St. Croix restaurant. This compensation will cover Day's use of the
Licensed Information in the St. Croix restaurant for as long as this Agreement
is in place.
6. Non-Assignment; No Other Beneficiaries. Except as otherwise provided
herein, neither this Agreement nor any interest herein shall be assignable by
Day without the written consent of Rock Bottom.
7. Entire Agreement; Amendments. Each party acknowledges that it has read this
Agreement, understands it, and agrees to be bound by its terms, and further
agrees that this is the complete and exclusive statement of the Agreement
between the parties, which supersedes and merges all prior proposals,
understandings and all other agreements, oral and written between the parties
relating to this Agreement. This Agreement may not be modified or altered except
by a written instrument duly executed by both parties.
8. Governing Law. This Agreement is made under, and is to be construed and
enforced in accordance with, the internal laws of the State of Colorado.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date.
ROCK BOTTOM RESTAURANTS, INC.,
a Delaware corporation
By: ________________________________
Xxxxxxx X. Xxxxx,
Executive Vice President
Date: ________________________________
By: ________________________________
Xxxxx X. Day
Date: ________________________________
