Exclusive Licensing Agreement - Mathew & Markson Ltd. and Telco Billing Inc.
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.
RECITALS
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 www.yellow-page.net (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.
AGREEMENT
NOW THEREFORE, in consideration of the mutual covenants between the
parties, the sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. GRANT OF EXCLUSIVE LICENSE.
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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.
2. COMPENSATION.
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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.
3. TERM OF LICENSE.
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The term of this License (the "Term") shall be for twenty (20) years,
except that this
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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.
4. DEFINED SCOPE OF AGREEMENT.
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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.
5. WARRANTIES AND COVENANTS.
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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.
6. INDEMNIFICATION. HOLD HARMLESS. AND DEFENSE.
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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.
7. ASSIGNABILITY.
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M&M may assign its rights to receive royalties under this License without
consent of
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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
assignor.
8. COUNTERPARTS AND FAX COPY.
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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.
9. MISCELLANEOUS.
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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.
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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:
TBI:
Telco Billing, Inc.
9420 E. Doubletree, C-102
Scottsdale, AZ 85258
M&M:
Mathew and Markson, LTD.
Woods Centre, Friars Hill Road, #1407
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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.
11. ENTIRE AGREEMENT.
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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
above.
TELCO BILLING, INC.
/s/ Joseph Carlson 9-21-98
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By: Joseph Carlson, President
Mathew and Markson. LTD.
/s/ William W. Cooper 9-21-98
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By: William W. Cooper