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Licensing Agreement - ICER Corp. and John H. Cover

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                              LICENSING AGREEMENT

1.   CONSIDERATION; EFFECTIVE DATE

     1.1 The effective date of this agreement shall be Oct. 15, 1993.

2.   PARTIES

     2.1 John H. Cover is an individual with business located at Box 404, 4725
     Sunrise Drive, Tucson, Arizona 85718 (LICENSOR)

     2.2 ICER Corporation is an Arizona Corporation engaged in the development
     of non lethal electronic weapons for sale to the general consumer market
     (LICENSEE).

3.   BACKGROUND

     3.1 Licensor represents and warrants that he owns several patent rights,
     both domestic and foreign as listed on Exhibit "A" though not in every
     country of the world, and specifically U.S. Patent Number 4,254,132 and
     5,078,117, (the Licensed Patents) concerning a power supply and ballistics
     launching mechanism for weapons or other devices utilizing electricity for
     immobilization purposes.

     3.2 Licensor is not aware of any ownership of another of inventions or
     patent rights or trade secret or know-how rights in conflict with his own;
     and Licensor believes that he possesses such right, title and interest in
     and to the electronic immobilization devices and equipment useful therein
     as is necessary and appropriate to the terms of this agreement.

     3.3 Licensee is a company seeking to develop such technology for
     manufacture and marketing an alternative non lethal self defense device to
     firearms.

     3.4 Any other concepts, advanced technologies or other patents Licensor now
     possesses or might obtain in the future are specifically excluded from this
     agreement. HOWEVER, SUCH TECHNOLOGIES MAY BE COVERED IN SEPARATE
     ARRANGEMENTS SPECIFYING CONTRACT AND SALARIED WORK.

4.   LICENSE

     4.1  Licensor hereby grants Licensee a non exclusive license for use of
     patent number 4,254,132 and the electric wave form and power generator
     described therein. Under said licensed patent to manufacture, use and sell
     devices, with and without launching mechanisms covered by patent number
     4,254,132.

     4.2. LICENSOR HEREBY GRANTS LICENSEE LICENSE FOR PATENT 5,078,117. LICENSOR
     IS LICENSED UNDER SAID PATENT TO MANUFACTURE, USE AND SELL DEVICES COVERED
     BY PATENT 5,078,117. THIS LICENSE WILL BE EXCLUSIVE FOR DEVICES WHICH MEET
     ALL OF THE FOLLOWING CHARACTERISTICS:

          i)    ELECTRONIC WEAPONRY DESIGNED TO IMMOBILIZE
          ii)   WEAPON AS IN i) WHEREIN THE GREATEST DIMENSION OF THE WEAPON IS
                 OF LESS THAN FOURTEEN INCHES.
          iii)  A WEAPON WHICH IS DESIGNED TO BE NON LETHAL
          iv)   A WEAPON DESIGNED FOR USE AGAINST HUMANS

          THIS EXCLUSIVITY BINDS LICENSEE TO ENSURE THAT ANY FURTHER LICENSING
     OF PATENT 5,078,117 DESCRIBES CLEARLY THAT THE LICENSING OF PATENT
     5,078,117 DESCRIBES CLEARLY THAT THE LICENSE MAY NOT BE USED FOR
     MANUFACTURE OF DEVICES WHICH MEET THOSE FOUR CHARACTERISTICS. THIS
     EXCLUSIVITY WILL BE BINDING FOR TWENTY FOUR MONTHS (24). AFTER TWENTY FOUR
     MONTHS, THIS EXCLUSIVITY CLAUSE WILL REMAIN IN EFFECT IF THE TOTAL EARNED
     ROYALTIES PAID BY LICENSEE TO LICENSOR EXCEEDS $100,000 PER YEAR, USING
     MONTHS 12-24 AS THE FIRST YEAR FOR SUCH CALCULATION. SHOULD THE EARNED
     ROYALTIES FALL BELOW $100,000 PER YEAR, LICENSOR WILL BE FREE TO LICENSE
     PATENT 5,078,117 FOR SIMILAR USE.

     4.3. No party shall enter into any contracts or make any warranties on
     behalf of the other party.

     4.4. Licensee shall not negotiate sub license or assign this license unless
     specifically authorized in writing by Licensor. Bona fide sales by Licensee
     to bona fide third parties for resale are not sub licensing so long as
     these sales are not in violation of Paragraph 6.12 below.

5.   TERM OF LICENSE

     5.1. The license will be for the period of validity of patent 4,254,132 on
     devices utilizing the technology described therein

     and for the PERIOD OF VALIDITY of patent 5,078,117 for mechanisms
     utilizing the technology described therein.

     5.2  Licensee's obligation to pay royalties, as set forth in
     Paragraph 6, runs in favor of Licensor's heirs, successors and
     assigns.

6.   ROYALTIES

     6.1  From Oct. 15, 1993 until the expiration of the above described
     patents, unless Licensee ceases to make, use, or sell devices covered by
     the Licensed Patents, Licensee agrees to pay Licensor a MINIMUM ROYALTY of
     Two thousand five hundred and no/100 Dollars ($2,500) per month payable on
     the 15th and on the 15th of each and every month thereafter during the
     term of this license. Payment of the MINIMUM ROYALTY shall be delinquent
     if not paid within 5 days after the due date.

     6.2  LICENSEE ALSO AGREES TO PAY AN EARNED ROYALTY TO BE COMPUTED MONTHLY
     AND, AFTER REDUCTION BY THE AMOUNT PAID IN CUMULATIVE MINIMUM ROYALTIES
     ABOVE CUMULATIVE EARNED ROYALTIES, SAID EARNED ROYALTIES SHALL BE EQUAL TO
     TWO DOLLARS PER UNIT ($2.00) FOR EACH UNIT WHICH UTILIZES THE POWER
     GENERATION DEVICE AND ELECTRIC WAVE FORM DESCRIBED IN PATENT 4,254,132 AND
     $0.25 PER UNIT FOR EACH DEVICE WHICH UTILIZES COMPRESSED GASSES TO LAUNCH
     ELECTRICAL CONTACTORS FROM THE POWER GENERATOR. THIS $0.25 EARNED
     ROYALTY SHALL REMAIN IN EFFECT FOR THE LIFE OF PATENT 4,254,132 IF IT DOES
     NOT UTILIZE THE TECHNOLOGY DESCRIBED IN PATENT NUMBER 5,078,117. IF IT
     DOES UTILIZE THE TECHNOLOGY DESCRIBED IN PATENT NUMBER 5,078,117, THEN THE
     EARNED ROYALTY SHALL REMAIN IN EFFECT FOR THE LIFE OF SAID PATENT
     5,078,117. AN EARNED ROYALTY OF $0.10 WILL BE PAID FOR "PRACTICE
     CASSETTES" WHICH UTILIZE THE TECHNOLOGY IN PATENT 5,078,117, WHEREIN
     "PRACTICE CASSETTES" ARE DEFINED AS DEVICES WHICH SIMULATE THE ACTION OF
     PROPELLING ELECTRICAL CONTACTORS TO A TARGET BUT WHICH ARE
     NON-FUNCTIONAL--I.E. ARE NOT RELIABLE CONTACTORS FOR USE IN COMBAT
     SITUATIONS.

     6.3  Licensee's MINIMUM ROYALTY payment is due on the 15th of each month.
     MINIMUM ROYALTY payments are past due five days thereafter. If MINIMUM
     ROYALTY payments are not made within five days of the due date, then a
     DEFAULT of this agreement occurs automatically and without notice.
     Licensee has

     payment with a cashier's check or money order for the full amount of the
     MINIMUM ROYALTY due. If the DEFAULT is not cured by payment of this MINIMUM
     ROYALTY by cashier's check or money order by 5:00 P.M. on the tenth day after
     which it is due, this licensing agreement is automatically terminated without
     notice.
    
     6.4.  Licensee's EARNED ROYALTY payment is due on the fifteenth day of the month
     following the month in which the REVENUES FROM SALES WERE RECEIVED. EARNED
     ROYALTY payments are past due and delinquent if not paid by 5:00 P.M. on the
     twentieth day of SAID MONTH. If EARNED ROYALTY payments are not made by the
     twentieth of the month, then a DEFAULT of this agreement occurs automatically
     and without notice. Licensee has until the thirtieth of the month to cure the
     DEFAULT by payment with a cashier's check or money order for the full amount of
     the EARNED ROYALTY due. If the DEFAULT is not cured by payment of this EARNED
     ROYALTY by cashier's check or money order by 5:00 P.M. on the thirtieth day of
     the month in which it is due, this licensing agreement is automatically
     terminated without notice.
    
     6.5. Royalties are payable by Licensee to Licensor at the address of the
     Licensor.
    
     6.6. Royalties are payable in U.S. Dollars
    
     6.7. Accompanying each EARNED ROYALTY payment, Licensee will provide to Licensor
     the accounting data on the sales of the licensed devices, including any daily
     summaries and the monthly summary from which the gross sales figures for the
     month are determined.
    
     6.8. Licensee will keep books, accounts, and records that reflect all revenues
     and expenditures incurred in connection with the operation of its business. The
     books, accounts, and records shall be maintained at the regular place of
     business of Licensee. Licensee, during regular business hours, shall make the
     books, accounts, and records required to be maintained herein available to
     Licensor and/or his designated legal representative for examination and audit by
     appointment upon reasonable request and during normal business hours. Licensor
     agrees to pay for said examination and audit, however, if said examination and
     audit reveals a discrepancy of more than 5% of reported figures, Licensee shall
     pay for an examination and audit
    
     6.9.      Within sixty days after the end of each calendar year, Licensee
     shall prepare and deliver to Licensor a detailed statement of sales during
     the calendar year that result from the operations of Licensee's business.

     6.10.     Licensor agrees that all such information shall be held by its
     legal representatives, agents, trustees, attorneys, and accountants in
     confidence.

     6.11.     Licensee will mark each of the subject devices with the following
     notice: "Licensed under U.S. Patent No. 4,253,132" Or: "Licensed under U.S.
     Patent No. 5,078,117" Or both.

     6.12.     DELETED.

7.   INFRINGEMENT OF LICENSOR's PATENTS

     7.1.      In the event that any party shall become aware of any perceived
     infringement or any appropriation of Licensor's patents, trade secrets, or
     know how rights in the electronic immobilization devices or equipment,
     products or materials useful therein, the party shall give notice thereof
     to the other party hereto.

     7.2.      Licensee agrees to cooperate with any lawful efforts that
     Licensor may undertake to seek legal remedies for any such infringements or
     misappropriations.

8.   INDEMNITIES FOR MALFEANCE, LIABILITY FOR PERSONAL INJURY OR PROPERTY
     DAMAGE

     8.1.      The License herein granted to Licensee is primarily in the
     nature of a sharing of information and a covenant not to sue for
     infringements of the Licensor's rights and is not in the nature of a
     specification of activities required of the Licensee or of equipment or
     process of details required to be used by the Licensee.

     8.2.      The manufacture, use, and sale of Licensee's products shall be
     the sole responsibility of Licensee and/or its agents.

     8.3.      Accordingly, Licensor shall not be liable for any personal injury
     or property damage resulting from the design, construction, or use of the
     licensed technology or of the equipment or products used in connection with
     the technology, if such injury or damage arises from the activities of
     Licensee.

     8.4  In no event shall Licensor be liable for any direct, special,
     incidental, or consequential damages, or any damages whatsoever, whether in
     an action for contract, negligence, or other tortious action arising out
     of, or in connection with, the use of any of the products covered by this
     license.

     8.5  Licensee shall protect, save, indemnify, and hold Licensor harmless
     from all claims, demands, charges, or litigation arising out of the making,
     using, or selling of the merchandise and devices produced and sold by
     Licensee and arising, directly or indirectly, out of, or by reason of, any
     business activities of Licensee. Licensee shall reimburse Licensor for all
     loss, damage, or expense, including reasonable attorney's fees (should such
     a creature exist), which he may suffer or incur, directly or indirectly, by
     reason of any such claims, demands, charges, or litigation. This indemnity
     shall extend to and include any claims for personal injuries or damage
     caused to persons using the merchandise or devices made or sold by
     Licensee.

9.   CONTROLLING LAWS

     9.1  All questions relating to the validity, interpretation, performance,
     or enforcement of this agreement, whether by arbitration or otherwise,
     shall be determined in a court with the laws applicable to the State of
     Arizona, U.S.A.

10.  BINDING EFFECT

     10.1 Each and every provision on this license shall bind and shall inure to
     the benefit of the parties hereto and their legal representatives.

     10.2 The term "legal representatives" means in addition to executors and
     administrators, every person, partnership, corporation, or association
     succeeding to the interest or to any part of the interest in or to this
     license or in the subject matter of this license, of either Licensor or
     Licensee, whether such succession results from the act of a party interest,
     occurs by operation of law, or is the effect of the operation of the law
     together with the act of such a party. Each and every covenant, agreement,
     and condition of this agreement to be performed by the Licensee shall be
     binding upon all successors in the interest to Licensee.

11.  NOTICES

     11.1.     All notices required herein shall be in writing.

     11.2.     Written notices may be delivered personally to the president of
     the subject party or to the officer or person specified below.

     11.3.     Written notices shall be deemed to have been effective three days
     following the date of mailing by certified mail, postage prepaid, return
     receipt requested, addressed to John H. Cover, Licensor, as follows:

               BOX 404
               4725 Sunrise Dr.
               Tucson, Arizona 85718

               Licensee addressed to:

               4601 East Indian Bend Road
               Scottsdale, Arizona 85253

     11.4      Each party shall have the right to change the effective address
     for a notice by a notice in writing directed to the other party above.

12.  ENTIRE AGREEMENT; AMENDMENTS; HEADINGS

     12.1      This agreement together with its appendices constitutes the
     entire agreement between the parties REGARDING LICENSING OF TECHNOLOGY, and
     SUPERSEDES any prior communications ON THE SUBJECT whether written or oral.

     12.2      This agreement may be amended or modified only  by an instrument
     in writing, signed by duly constituted officers of both parties.

     12.3      No waiver, no matter how long continuing or how many times
     extended, shall be construed as a permanent waiver or as an amendment to
     this instrument.

     12.4      The marginal headings herein are for purposes of convenient
     reference only and shall not be used to construe or modify the terms
     written in the text of this instrument.

13.  FAILURE TO PERFORM

     13.1.  Licensee, as well as its successors in interest and or assigns, agrees
     that failure to perform in accordance with the terms of this license,
     terminates this license and any manufactures, use, or sale of devices covered
     by the Licensed Patents, with or without launching mechanisms, thereafter is
     without license.


AGREED,


By: /s/ Patrick Smith                By: /s/ John H. Cover
   -----------------------                -----------------------
     Patrick Smith                          John H. Cover
     For ICER CORPORATION



Dated: 10/15/93
      --------------------


CORPORATE SEAL

[SEAL]