printer-friendly

Sample Business Contracts

License Agreement - World Wide Video Inc. and National Executive Trade Inc.

Sponsored Links

                                    NETI/WWV

                               LICENSE AGREEMENT

This  AGREEMENT is made and entered  into as of March 14,  1998,  by and between
WORLD WIDE VIDEO INC., a Virginia  Corporation,  ("WWV") and NATIONAL  EXECUTIVE
TRADE, INC., a Nevada Corporation, ("NETI").

                                  WITNESSETH:

WHEREAS,  WWV designs and manufactures  leading edge technology and products for
the Video Telephony market as described in WWV Confidential  Business Plan dated
(the "technology"); and

WHEREAS,  NETI desires to acquire the  exclusive  license to  manufacture,  use,
market and distribute the technology  from WWV in accordance  with the terms and
conditions of this Agreement;

NOW THEREFORE,  in consideration  of the premises,  and the mutual covenants and
agreements  set  forth  herein,  and for good and  valuable  consideration,  the
receipt, adequacy and sufficiency of which are hereby acknowledged,  the parties
hereto agree as follows:

1.       Grant of License.

(a) Subject to the terms and conditions set forth in this Agreement,  WWV hereby
grants to NETI the exclusive license,  right and privilege to manufacture,  use,
market and distribute  the  technology  during the term hereof in the Country of
Canada.  Furthermore,  WWV  grants to NETI the rights of first  refusal  for the
exclusive license to manufacture,  use, market and distribute the technology for
the regions of South Africa and Australia / New Zealand.

(b)  WWV  shall  furnish  to  NETI  the  technology's,  copies  of all  patents,
registered  designs,  schematics,  manufacturing  information and drawings,  and
marketing information including any previous sales information and current sales
information.  All of the above shall be kept confidential by NETI. Any Breach of
this clause shall be a reason to terminate this agreement.

(c) WWV shall cooperate fully with NETI in its endeavors to manufacture, use and
market the technology in its exclusive territories. NETI agrees to reimburse all
reasonable costs connected with WWV support,  which will be agreed in writing by
NETl in conjunction with WWV.

2. Term.  Unless earlier  terminated in accordance  with the terms hereof,  this
Agreement  shall  continue for the period  commencing the date hereof and ending
March 15, 2008 and extend the term by mutual consent thereafter.

<PAGE>


3.       Consideration.

(a)  Convertible  Debenture.  NETI  agrees to  advance  $50,000 by way of bridge
finance to WWV.  These funds are to be made available to WWV upon a satisfactory
demonstration  of the technology which shall be at the signing of this Agreement
or within 10 days thereafter.  Satisfactory meaning a benchmark demonstration of
the of WWV technology  compared to 8X8, C Phone and or any other major developer
/ suppliers  of V.324  products  currently  that are direct  competitors  to WWV
offerings.  Upon delivery of working  prototypes to NETI,  the Debenture will be
converted into 250,000 free trading  shares of WWV [of  Colorado].  Furthermore,
WWV confirms  that the company is in the process of filing for approval to trade
on the OTC-BB.

(b) Option to Purchase  Additional  Shares. WWV agrees to provide NETI an option
to purchase an additional 500,000 free trading shares for payment of $150,000 if
such  payment is made by April 15,  1998 or 15 business  days after  delivery of
working prototypes, whichever shall be the later.

Upon the signing of this License  Agreement  NETI agrees that this payment is in
addition  and not a part of the Royalty  payments  described  in number  four(4)
below.  Further,  WWV agrees to return, in full,  without interest,  the $50,000
loan to secure the rights if WWV cannot deliver working  commercial  products to
NETI within three months (3) of the signing of this agreement.

4. Royalties.  In consideration of the grant of the license provided for herein,
NETI  shall  pay to WWV  a  royalty  of five  (5%)  percent  of gross  wholesale
revenues to WWV annually  from the WWV  technology.  Said payment  shall be made
quarterly within sixty days of the end of each quarter. Attached to said payment
shall be the proper accounting, which may be audited by WWV.

5. First right to acquire the exclusive rights.  for South Africa. WWV agrees to
provide  NETI  with the  first  rights  to  acquire  the  exclusive  rights  for
manufacturing,  use,  marketing and  distribution of WWV products and technology
for payment of $25,000 on or before April 30, 1998,  and royalty  payments of 5%
on wholesale sales of WWV products.


<PAGE>

6. First right to acquire the  exclusive  rights for  Australia and New Zealand.
WWV agrees to provide NETI with the first rights to acquire the exclusive rights
for  manufacturing,   use,  marketing  and  distribution  of  WWV  products  and
technology  for  payment of  $50,000 on or before  June 15,  1998,  and  royalty
payments of 5% on wholesale sales revenues of WWV products.

Termination

(a) This  Agreement  shall  terminate  upon written  notice at the discretion of
either  party  hereto  in  the  event  the  other  party  shall  voluntarily  or
involuntarily enter bankruptcy, reorganization, arrangement, receivership or any
similar  proceedings  or declare  itself to be insolvent or bankrupt.  If either
party is involved in any of the foregoing  events,  such party shall immediately
notify the other in writing of the occurrence of such event.

(b) Upon expiration or termination of this Agreement for any reason,  NETI shall
cease and terminate the use of the technology.

(c)  Termination of this Agreement for any reason shall not release either party
of any liability accrued through the date of such termination, nor effect in any
way the  survival  of any claim  arising  from any breach of any right,  duty or
obligation  of any  party  hereto  accrued  hereunder  as of the  date  of  such
termination.

6.  Indemnification WWV agrees to indemnify,  defend and hold harmless NETI from
and against any and all claims,  losses, suits,  damages,  costs and liabilities
relating  to or  arising  from  the  manufacture,  distribution,  use or sale of
products  using the  technology or the breach by WWV of any of its warranties or
representations contained herein.

Miscellaneous.

(a) This  Agreement  shall be governed by and construed in  accordance  with the
laws of the State of Virginia as applied to  residents  of the State of Virginia
without regard to conflict of law principles.

(b) WWV  represents  and  warrants  to NETI  that  (i) WWV is the  owner  of the
technology, (ii) WWV has the right and authority to grant to NETI the license to
use the technology in the manner provided, for herein and (iii) the grant by WWV
of the  license  provided  for  herein  does not  violate or  conflict  with any
agreement,  instrument or commitment, or any law, rule, regulation,  court order
or proceeding, to which WWV is a party or is bound.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
date set forth above.

LICENSOR:

WORLD WIDE VIDEO INC.
/S/
John G. Perry
President

LICENSEE:

NATIONAL EXECUTIVE TRADE INC.
/S/
Brian Harris
President