Licensing Agreement [Amendment No. 1] - Air Taser Inc. f/k/a ICER Corp. and John H. Cover Jr.
AMENDMENT TO LICENSING AGREEMENT
THIS AMENDMENT TO LICENSING AGREEMENT ("AMENDMENT") is made and entered
into this 31st day of August, 1996, by and between John H. Cover, Jr. ["JACK
COVER"] and Air Taser, Incorporated f/k/a/ ICER Corporation, an Arizona
corporation ["AIR TASER"].
In consideration of the covenants and agreements hereinafter set forth,
the amounts of money paid in accordance herewith, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
that certain Licensing Agreement dated October 15, 1993 ("LICENSE") is hereby
amended as follows:
1. AIR TASER hereby agrees to pay to JACK COVER and JACK COVER hereby
agrees to accept the sum of One Hundred Thousand Dollars ($100,000) in full
payment and satisfaction of any and all minimum royalties and earned royalties
now due or hereinafter accruing to JACK COVER from AIR TASER pursuant to the
terms of the LICENSE as originally executed or as subsequently modified or
amended, in writing, prior to the date hereof. Said payment shall be made
contemporaneously with the full execution and delivery of this AMENDMENT by
each of the parties hereto.
2. JACK COVER, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, for: (i) himself, (ii) his heirs,
(iii) his legal representatives, legatees, successors and assigns of all of the
foregoing persons and entities, hereby releases and forever discharges AIR
TASER, any past, present and future shareholders, successors, assigns, officers,
directors, agents, attorneys and employees of AIR TASER, together with their
respective heirs, legal representatives, legatees, successors, and assigns, of
and from all actions, claims, demands, damages, debts, losses, liabilities,
indebtedness, causes of action either at law or in equity and obligations of
whatever kind or nature, whether known or unknown, direct or indirect, new or
existing, by reason of any matter, cause or thing whatsoever from the beginning
of the world to the date hereof concerning any minimum of earned royalties which
are now due or which may hereafter accrue to JACK COVER pursuant to the terms of
the LICENSE.
3. This AMENDMENT embodies the entire agreement between the parties and
supersedes any prior agreements or understanding between them in connection
with the subject matter hereof and the transactions contemplated hereby. There
are no oral or parol agreements, representations, or inducements existing
between the parties relating to this transaction which are not expressly set
forth herein and covered hereby. All terms of this AMENDMENT are contractual
and not mere recitals and shall be construed as if drafted by all parties
hereto. The terms of this AMENDMENT are and shall be binding upon each of the
parties hereto, their agents, employees successors and assigns, and upon all
other persons
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claiming any interest in the subject matter hereof through any of the parties
hereto.
4. To the extent that this AMENDMENT contradicts, is inconsistent or in
conflict with any prior agreements between or among any or all of the parties,
this AMENDMENT supersedes any conflicting or inconsistent provision of any prior
agreement and is controlling to the extent necessary to resolve such conflict or
inconsistency. Any and all provisions in a prior agreement not inconsistent with
this AMENDMENT remain valid and binding.
5. It is acknowledged that the parties hereto have read this AMENDMENT
and consulted counsel before executing same; that they have relied upon their
own judgment and that of their respective counsel in executing this AMENDMENT
and have not relied on or been induced by any representation, statement or act
by any other party referred to in this instrument; that the parties hereto have
entered into this AMENDMENT voluntarily, with full knowledge of its
significance; and that this AMENDMENT is in all respects complete and final.
6. If any term or provision of this AMENDMENT or the application thereof
to any person, entity or circumstance shall, to any extent, be held invalid
and/or unenforceable by a court of competent jurisdiction, the remainder of this
AMENDMENT, or the application of such term or provisions to persons, entities or
circumstances other than those as to which it is held invalid or unenforceable
shall not be affected thereby, and each term and provision of the AMENDMENT
shall be valid and be enforced to the fullest extent permitted by law.
7. This AMENDMENT may not be amended, changed, or modified except by
written instrument executed by all parties hereto.
8. This AMENDMENT shall be construed and enforced according to the laws
of the State of Arizona.
9. This AMENDMENT may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
but one instrument.
IN WITNESS WHEREOF, the parties have caused this AMENDMENT to be duly
executed as of the day and year first above written.
AIR TASER, INCORPORATED
By: /s/ Patrick Smith /s/ John H. Cover, Jr.
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John H. Cover, Jr.
11 Half Moon Bend
Coronado, CA 92118
Title: President
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