License Agreement - World Wide Video Inc. and DataPower Inc.
LICENSE AGREEMENT WORLD WIDE VIDEO, INC. DATAPOWER INC.
LICENSE AGREEMENT
This AGREEMENT is made this 31st day of August, 1998 between World Wide
Video, Inc. (WWV) a Colorado Corporation, (the "Company") having a place of
business at 102A North Main Street, Culpeper, VA 22701 and DataPower
("DataPower"), a Colorado Corporation, (the "Promisor") of 101-1425 West
Pender Street, Vancouver, B. C. Canada V6G2S3.
WITNESSETH:
WHEREAS, WWV designs and manufactures leading edge technology and
products for the Video Telephony market as described in WWV Confidential
Business Plan dated June 5, 1997. (the "technology"); and
WHEREAS, DataPower 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 DataPower 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 DataPower 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 DataPower 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 DataPower. Any
Breach of this clause shall be a reason to terminate this agreement.
(c) WWV shall cooperate fully with DataPower in its endeavors to
manufacture, use and market the technology in its exclusive territories.
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DataPower agrees to reimburse all reasonable costs connected with WWV support,
which will be agreed in writing by DataPower 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.
3. Consideration.
(a) Convertible Debenture. DataPower to date advanced $50,000 by way of
bridge finance to WWV. Upon delivery of 2 working prototypes DataPower,
the Debenture will be converted into 250,000 free trading shares of
WWV. 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
DataPower an option to purchase an additional 500,000 free trading
shares for payment of $150,000 if such payment is made by September 23,
1998 or 15 business days after delivery of working prototypes,
whichever shall be the later.
Upon the signing of this License Agreement DataPower 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 a United State's version of a commercial product to
DataPower within three months (3) of the signing of this agreement.
4. Royalties. Said payment shall be made quarterly within sixty days of the end
of each quarter. The royalty payments of 5% on wholesale sales of WWV's
products. Attached to the payment shall be the proper accounting, which may be
audited by WWV.
5. USA Marketing Rights. In consideration of the 250,000 of 144 shares in
DataPower, WWV grants DataPower the non-exclusive rights to market to the US
Government Military Bases.
6. First right to acquire the exclusive rights for South Africa. WWV agrees to
provide DataPower with the first rights to acquire the exclusive rights for
manufacturing, use, marketing and distribution of WWV products and technology
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for payment of $25,000 on or before December 30, 1998 and royalty payments of 5%
on wholesale sales of WWV's products.
7. First right to acquire the exclusive rights for Australia and New Zealand.
WWV agrees to provide DataPower 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 January 30, 1999, and royalty
payments of 5% on wholesale sales revenues of WWV's products.
8. 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,
DataPower 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.
9. Indemnification. WWV agrees, for WWV's products produced by WWV, to
indemnify, defend and hold harmless DataPower from and against any and all
claims, losses, suits, damages, costs and liabilities relating to or arising
from its manufacture, distribution, use or sale of products using the technology
or the breach by WWV of any of its warranties or representations contained
herein. WWV will not be responsible for any changes made by DataPower to the
provided U.S. based product manufacturing information to meet jurisdictional,
territorial and other requirements.
9. Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance
with the laws of the State of Colorado as applied to residents of the
State of Colorado without regard to conflict of law principles.
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(b) WWV represents and warrants to DataPower that (i) WWV is the owner
of the technology, (ii) WWV has the right and authority to grant to
DataPower the license to use the technology in the manner provided for
herein (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.
11. Prior Agreements. This Agreement supersedes all prior Agreements.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date set forth above.
LICENSOR:
WORLD WIDE VIDEO, Inc.
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John G. Perry, President
LICENSEE:
DataPower, Inc.
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Brian Harris, President