Sample Business Contracts

Exclusive Licensing Agreement - Mathew & Markson Ltd. and Telco Billing Inc.

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                          EXCLUSIVE LICENSING AGREEMENT

     This EXCLUSIVE LICENSING AGREEMENT ("License") is entered into on this 21st
day  of September, 1998 by and between MATHEW & MARKSON, LTD., ("M&M") and TELCO
BILLING,  INC  ("TBF"),  a  Nevada  corporation.


A.             M&M is the sole and exclusive  owner of the intellectual property
          rights  to  the  name  "YELLOW-PAGE.NET" including the name, the trade
          name,  trademark, and  the URL (hereafter, "Name")
          and  wishes  to establish a royalty agreement to permit utilization of
          the  Name.

A.             TBI has the contacts, connections and contractual arrangements to
          place  information  on  the  internet,  and  seeks  to  utilize  the
          intellectual  property  rights  owned by M&M as its exclusive licensee
          under  the  terms  and  conditions  of this License, granting such sub
          licenses  as  may  be  necessary  to achieve the business goals of the
          parties,  and  agrees  to  the  terms  and  conditions  stated herein.


     NOW  THEREFORE,  in  consideration  of  the  mutual  covenants  between the
parties,  the  sufficiency of which is hereby acknowledged, the parties agree as


     M&M hereby grants an exclusive and worldwide license to TBI to use, market,
and  sublicense  the  Name  both  as  the  means of identifying a product and/or
service  as  well  as  a  means of soliciting business. In such utilization, TBI
discloses, and M&M specifically consents to marketing same by means of sales and
marketing  agreements  to  sub  licensees as TBI may in its sole discretion deem
necessary  for  the  generation  of  royalties.


     TBI  agrees to pay M&M the sum of $400,000 on each anniversary date of this
License  for  the  following  twenty  (20)  years.  In the event that TBI should
undergo  a  change  of  control  or ownership in excess of 50% of the issued and
outstanding  common  stock of TBI, all outstanding royalty payments shall become
immediately  due  and  payable.  All payments are net M&M's Antigua or other M&M
appointed  bank account(s). Any and all taxes that may be or become due shall be
solely  paid  by  TBI  and  not  deducted  from  the  amount  due  M&M.


     The  term  of  this  License  (the  "Term") shall be for twenty (20) years,
except  that  this

License  may  be terminated for cause if TBI or any of its agents or independent
contractors  engages  in  any  activities  which  causes  any  civil or criminal
investigation,  allegation  or  action  for  fraud,  misrepresentation,  or  the
violation  of  any  rule,  statute,  or  procedure.


     This  License is not for a joint venture, partnership, or any combined work
effort  or  benefit.  This is strictly an agreement for payment of royalties for
generation  of  income,  and  TBI shall not be an employee, agent or independent
contractor  for  or  on  behalf  of  M&M.


     TBI  is  solely  responsible  for  its  means,  methods,  and  mechanisms
(hereafter,  "Techniques") for marketing; as such, TBI assumes all liability for
its  sales  efforts,  techniques,  tools,  marketing  strategies,  scripts  for
solicitations,  and  any  other  means  utilized.  TBI covenants, warranties and
agrees  to  hold  M&M  and  its  successors and assigns harmless, indemnify, and
defend  against  any  complaints  by  any  individual or entity that arises. TBI
assures  M&M that all Techniques shall be reviewed and signed off by a attorney,
thereby  issuing  an  opinion  that  said  Techniques  are  lawful.


     TBI  hereby  indemnifies  and  agrees  to  hold  harmless  M&M,  and  its
beneficiaries,  officers,  directors,  shareholders,  employees,  attorneys,
representatives,  agents  and affiliates (each an "Indemnified Person") from and
against  any and all liabilities, obligations, claims, demands, losses, damages,
penalties,  actions,  judgments,  suits, costs, expenses or disbursements of any
kind  or  nature  (collectively, the "Claims") which may be imposed on; incurred
by,  or  asserted against, any Indemnified Person arising in connection with the
name  or  marketing  thereof.  In  addition,  TBI  agrees  to defend M&M and its
successors  and  assigns  against  any  such  claims  that  may  arise.  Without
limitation,  the  foregoing  indemnities  shall apply to each Indemnified Person
with  respect to any claims which in whole or in part are caused by or arise out
of  the  negligence of such Indemnified Person, except to the limited extent the
Claims  against an Indemnified Person are proximately caused by such Indemnified
Person's  gross negligence or willful misconduct. If TBI or any third party ever
alleges  such  gross negligence or willful misconduct by any Indemnified Person,
the  indemnification provided for in this Section shall nonetheless be paid upon
demand, subject to later adjustment or reimbursement, until such time as a court
of competent jurisdiction enters a final judgment as to the extent and effect of
the alleged gross negligence or willful misconduct. The indemnification provided
for  in  this  Section  shall  survive the termination of this License and shall
extend  and  continue  to benefit each individual or entity who is or has at any
time  been  an  Indemnified  Person  hereunder.


     M&M  may  assign its rights to receive royalties under this License without
consent  of

TBI.  TBI  agrees  to  place all sublicense's on notice of M&M's rights, royalty
claims,  and  legal requirements. TBI may upon payment of assignment fee, assign
this  License  with  the written consent of M&M, which shall not be unreasonably
withheld. Assignment fee shall be 20% of the gross amount already paid to M&M by


     This License may be signed or executed in one or more counterparts, each of
which  shall  be an original, but all of which collectively shall constitute one
entire  agreement.  A  facsimile  (FAX) copy of this License shall have the same
force and effect as the original, and may be signed and faxed to the other party
for  confirmation.  Delivery  of  an executed counterpart of this License by fax
shall  be  equally  effective  as  delivery  of a manually executed counterpart.


     A.        The  parties  agree that this License shall be governed under the
          laws  of  the  Antigua  and  Barbuda,  and in the event of any dispute
          arising  hereunder,  jurisdiction  and  venue  shall  be  Antigua, W.I

     A.        In  the  event  of  any  dispute  under this License wherein this
          matter  is brought to court, the prevailing party shall be entitled to
          their  costs and attorney's fees as reasonably incurred by them in the
          enforcement  of  this  License.

     A.        The  provisions of this License shall inure to the benefit of and
          shall be binding upon the respective heirs, personal, representatives,
          successors  and  assigns  of  the  parties.

     A.        The  provisions of this License are severable, and if court finds
          one provision unenforceable, the remaining provisions of the agreement
          shall  remain  in  full  force  and  effect.

10.     NOTICE.

     All  notices,  requests,  demands,  or  other  communications  required  or
permitted  to  be  given under this License ("Notice") shall be addressed to the
parties  at  the  following  addresses:

               Telco Billing, Inc.
               9420 E. Doubletree, C-102
               Scottsdale, AZ 85258

               Mathew and Markson, LTD.
               Woods Centre, Friars Hill Road, #1407

               St. John's, Antigua, W.L

FAX  numbers  arid  e-mail  addresses  may  be  provided  as  a  means  of rapid
communication,  and  the  parties  are encouraged to utilize the entire realm of
communications  available  as  technology  advances. However, for the purpose of
legal  notice  under  this  document.  Notice  shall  be  sent  by  Certified or
Registered  Mail,  Return Receipt Requested, or by commercial messenger service,
or by physical placement of item in the parties mail box and/or on their desk or
chair,  all .fees paid by send. Notice shall be deemed complete once the item is
delivered  or  out  of the senders immediate control. The parties shall have the
right  to  change  its address for notice hereunder to any other location within
the  continental  United States by Notice to the other party of such new address
at  least  thirty  (30)  days  before  the  effective  date of such new address.


     This  License  constitutes  the  entire  agreement  between  the  parties
pertaining  to  the  subject  matter  contained  in  this License. All prior and
contemporaneous  agreements,  representations,  and  understandings,  written or
oral, are superseded by and merged in this License. No modification or amendment
of this License shall be binding unless in writing and executed by both parties.

     IN  WITNESS  WHEREOF,  the  parties  have  signed on the date first-written


/s/ Joseph Carlson  9-21-98
By: Joseph Carlson, President

Mathew and Markson. LTD.

/s/ William W. Cooper 9-21-98
By: William W. Cooper