Sample Business Contracts

License Agreement - Rockwell International Corp. and Xybernaut Corp.

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                               LICENSE AGREEMENT

     This License Agreement (the "Agreement") having an Effective Date of
March 29, 1996, and is made by and between ROCKWELL INTERNATIONAL CORPORATION,
a corporation organized and existing under the laws of the State of Delaware,
having a place of business at 350 Collins Road NE, Cedar Rapids, Iowa 52498
(hereinafter referred to as "Rockwell") and XYBERNAUT CORPORATION, a
corporation organized and existing under the laws of the Commonwealth of
Virginia, having a place of business at 12701 Fair Lakes Circle, Fairfax,
Virginia 22033 (hereinafter referred to as "Xybernaut").

     WHEREAS, Xybernaut has developed and acquired certain proprietary know
how relating to a voice-activated portable computer system, which includes a
specific hardware configuration in combination with specified operating system
software; and

     WHEREAS Rockwell desires to design, make, use and sell products using
certain portions of said Xybernaut proprietary know-how.

     NOW THEREFORE, in consideration for the mutual promises contained herein,
Xybernaut and Rockwell agree as follows:


For the purposes of this Agreement, the following terms shall have the
following indicated meanings:

1.1  "Portable PC" shall mean a personal computer, as generally described in
     U.S. Patent No. 5,305,244.

1.2  "Technical Information" shall mean all data, experience, documents,
     plans, designs, drawings, reports, manuals, methods, processes,
     specifications guidelines, test reports, instructions, procedures, and
     other information, related to the design, manufacture, use, or marketing
     of Portable PC's, provided or disclosed by Xybernaut in oral, written, or
     other form to Rockwell prior to the Effective Date of this Agreement.

1.3  "Intellectual Property Rights" shall mean all rights in Technical
     Information and other information provided by Xybernaut to Rockwell prior
     to the Effective Date of this Agreement under Patents, the laws of
     copyright, mask works, trade secret, trademark, unfair competition, and
     similar rights.

1.4  "Patents" shall mean U.S. Patent 5,305,244, and any other patents now or
     later owned by Xybernaut based on Technical Information as embodied in
     the claims of 5,305,244, and any patents whose claims are within the
     scope of the claims of U.S.

<PAGE>   2
     Patent 5,305,244 and any patent whose claims cover a Unit; and shall
     specifically include any continuations, divisions, or
     continuations-in-part, provisionals, reexaminations, or reissues thereof,
     and any patent or patents issuing thereon and any counterpart foreign
     patent applications and patents heretofore or hereafter filed
     corresponding to said patents and applications.

1.5  "Net Selling Price" shall mean Rockwell's selling price or the price used
     to determine lease payments to its customers, F.O.B. Rockwell's factory,
     after deduction of shipping, related insurance, packing, sales and excise
     taxes, export duties or fees, and sales commissions to third parties as
     shall be paid and enumerated on Rockwell invoices. For purposes of Units
     not directly sold by the Collins Avionics and Communication Division of
     Rockwell to the general public, the Net Selling Price shall be the
     then-prevailing lowest price of the Unit offered to any party.

1.6  "Unit" of licensed product shall mean a Portable PC designed primarily
     for use in voice-activated, body-worn, mobile information applications
     comprising either a Processing Unit or the combination of a Processing
     Unit, a head-mounted display and a battery cell. "Unit" shall not
     include any other peripheral or attached elements or devices.

1.7  "Processing Unit" shall mean a portion of a Portable PC comprising the
     logic function, power supply board, case, memory, and input-output ports.

1.8  "Rockwell Unit" shall mean a Ruggedized Unit made by or for Rockwell and
     sold under the Rockwell name by Rockwell or its sales agents.

1.9  "Ruggedized" shall mean to possess the following characteristics:

          (a) Start and operate within a temperature range of 0 degrees to 45
          degrees Centigrade;

          (b) Operate after a a single 2 foot drop onto a hard surface with
          the unit landing on a single face. If a hard disk drive is
          installed, the hard disk drive head will be locked or retracted.

          (c) Rain resistant.

<PAGE>   3

2.1  For the term of this Agreement, Xybernaut hereby grants to Rockwell and
     its subsidiaries under its Intellectual Property Rights, a non-exclusive
     license that consists of:

     2.1.1     The world-wide right, with the exception of the countries of
               Germany and Japan, to manufacture, make, and have made,
               Rockwell Units.

     2.1.2     The world-wide right to develop, repair use, sell, distribute,
               lease or otherwise dispose of Rockwell Units.

     2.1.3     The world-wide right to establish distributors and sales
               agents, authorized to market, support, integrate hardware and
               software, and to modify, Rockwell Units to meet specific
               customer desires.

2.2  Xybernaut represents that it is the sole owner of all rights, title and
     interest in the Intellectual Property Rights covered by the grants set
     forth in Article 2.1 above and/or is empowered to enter this Agreement.

2.3  The rights contained in this Article 2 are conditioned upon adherence to
     the terms of this Agreement, including payments set forth in Article 3.

2.4  Xybernaut shall own the design and the intellectual property rights
     therein for the Processing Unit initially presented to Rockwell. In
     addition, Xybernaut shall own the design and intellectual property rights
     associated with the subsequent design alterations made to the Processing
     Unit by Rockwell and used for manufacture of the first 200 units
     ("Initial Design") under the purchase order agreement entered into
     between Rockwell and Xybernaut dated June 10, 1994, as amended February
     14, 1995 (together the "Purchase Order"). For other intellectual property
     rights that have been developed by either party prior to the Effective
     Date that are in the Rockwell Unit, each party will be given immunity
     from suit, or claim, by the developing party for use of such intellectual
     property rights in adherence to the terms of this Agreement. Intellectual
     property rights developed subsequent to the date of this Agreement shall
     be owned by the party that developed such intellectual property.

2.5  It is specifically agreed that Rockwell shall not have the right to
     sublicense third parties for the manufacture and/or sale of Units, except
     to the extent that such sublicense is required for subcontracting the
     manufacturing of Rockwell Units or the sale of Rockwell Units through
     Rockwell's sales agents.

<PAGE>   4

3.1  In consideration for the licenses granted in this Agreement, Rockwell
     shall pay Xybernaut:

     a.) A one time, non-refundable, lump sum payment of $300,000 that is due
     on the Effective Date of this Agreement. In consideration for the royalty
     rates stated below, Rockwell shall completely and immediately release
     Xybernaut from payment of the $1,395,000 under the above referenced
     Purchase Order.

     b.) A royalty for each Rockwell Unit of licensed product produced and
     sold or transferred by Rockwell, or its agents, in accordance with the

          4% of the Net Selling Price of the Rockwell Unit from the Effective
     Date through August 31, 1998;

          3% of the Net Selling Price of the Rockwell Unit from September 1,
     1998 through August 31, 1999;

          2% of the Net Selling Price of the Rockwell Unit from September 1,
     1999 through August 31, 2000; and

          1% of the Net Selling Price of the Rockwell Unit from September 1,
     2000 through August 31, 2001.

     c.) No royalty shall be payable on any Rockwell Unit leased or consigned
     to Xybernaut.

3.2  Rockwell agrees that it will make Rockwell Units available to Xybernaut
     on terms no less favorable than the pricing, performance and delivery
     schedule of Rockwell Units Rockwell offers to any other customer,
     including any and all discounts, rebates and the like. Payment terms for
     Rockwell Units sold to Xybernaut shall be 75 days after invoice date
     during the term of this Agreement.

3.3  Rockwell shall maintain accurate and written records adequate to determine
     calculation of the royalties due hereunder for 3 years after the period
     for which royalty payments are made.

3.4  Within 75 days after the last day of March, June, September and December
     of each year, Rockwell shall provide Xybernaut a written report showing
     the number of Rockwell Units distributed during the previous calendar
     quarter and the calculation of royalties in the manner provided herein.
     Along with its report, Rockwell shall tender payment in the amount of the
     royalty owed.

<PAGE>   5
3.5  An independent auditor, acceptable to both parties, shall be allowed to
     make independent verification of Rockwell's adherence to the terms of
     Article 2 and Article 3 of this agreement and the accuracy of Rockwell's
     submitted royalty payment and report. This right to inspection and audit
     shall not occur more than once a calendar year unless discrepancies in
     excess of 10% are found to exist. Overall costs of this audit shall be
     born by Xybernaut, unless a payment shortage discrepancy in excess of 10%
     is determined to exist.

3.6  Xybernaut and Rockwell hereby release each other from any and all claims
     they may now have against each other, based on circumstances prevailing
     prior to the Effective Date, relating to Portable PC's, and components
     thereof, except for any claims related to delivery and payment for
     equipment delivered, or to be delivered from the first 200 Units, under
     the Purchase Order.


4.1  This Agreement will commence on the Effective Date and will continue
     until September 1, 2001. After the term, or any earlier termination in
     accordance with this Agreement, in which Rockwell is not in default or
     un-cured breach, Rockwell shall receive a fully paid-up, irrevocable,
     worldwide, unrestricted, perpetual license under the Intellectual
     Property Rights, as delineated in Article 2, as specifically modified to
     substitute "Units" for "Rockwell Units" in each instance of use in
     Articles 2.1.1; 2.1.2; and 2.1.3. Such license shall survive termination
     of this Agreement.

4.2  In the event of an early termination in which Rockwell is in default of
     this Agreement, this Agreement is terminated and the license granted
     hereunder to Rockwell will be revoked in full.

4.3  Either party shall have the right to terminate this Agreement upon
     written notice to the other, if it is determined that the other party is
     in material breach of any term, condition or covenant of this Agreement
     and fails to cure that breach within sixty (60) days of receipt of
     written notice of such alleged breach, provided such cure can reasonably
     be effected within 60 days. If such cure cannot be reasonably effected
     within 60 days, then one additional 30 day period will be allowed to
     effect such cure. If cure is not affected in such period, the party in
     breach shall be considered in default.

4.4  Any termination of this Agreement shall be without prejudice to any rights
     and remedies either party may have to performance under this Agreement,
     specifically including rights contractually extended to third parties
     based upon mobile information system Unit sales.

<PAGE>   6

5.1  In the course of carrying out their respective responsibilities under
     this Agreement, it is anticipated that each party may consult the other
     party's personnel about, or receive, certain of the other party's
     confidential business and technical information ("Confidential
     Information"), including Technical Information disclosed prior to the
     date of this Agreement. Each party will keep confidential, and without
     the other party's prior written consent, will not use, and will not
     disclose to any person or entity any Confidential Information except as
     expressly permitted by this Agreement. Each party will take reasonable
     precautions to ensure that the Confidential Information of the other
     party is made known in, and used by, personnel, agents, and
     representatives, only insofar as is necessary for the proper performance
     under this Agreement. Nothing in this Agreement shall require the party
     receiving Confidential Information of the other party to exercise any
     greater degree of care for such Confidential Information than such party
     normally exercises for its own information of like material.

5.2  "Confidential Information" relates only to information which is not
     generally available to others and which is disclosed to the receiving
     party in writing and marked by stamp or legend as proprietary, or if
     given orally, is identified as proprietary at the time of disclosure and
     subsequently restated in full in written form, within thirty (30) days
     after the oral or visual disclosure and marked by stamp or legend
     accordingly. In addition, the foregoing obligations of this Article 5
     will not apply to any information or data that (i) is known or available
     to the general public by publication or otherwise through no act or
     failure to act on the part of the recipient or its personnel, agents or
     representatives; (ii) is made public by the disclosing party; (iii) is
     furnished to the recipient by a third-party as a matter of right; (iv) is
     already known to the recipient on a non-confidential basis; (v) is
     independently developed by the recipient; (vi) is disclosed outside of
     the recipient in accordance with the terms of a prior written
     authorization from the supplying party; or (vii) is required to be
     disclosed by applicable law or laws. The obligations not to use or
     disclose information shall not apply to any information exempted by the
     foregoing exceptions (i)-(vii).

5.3  The obligations of the parties under this confidentiality provision shall
     continue in effect for a period of five years from the date first
     disclosed above and shall survive termination of this Agreement.



<PAGE>   7

7.1  This Agreement constitutes the entire and only Agreement between the
     parties relating to the subject matter hereof, and all prior
     negotiations, representations, agreements and understandings are
     superseded hereby. No Agreement altering or supplementing the terms
     hereof shall be effective, unless made by means of written document,
     signed by an authorized representative of the parties.

7.2  Any notice required by this Agreement shall be effective when given by
     prepaid first-class certified mail, return receipt request, addressed to
     Xybernaut or Rockwell to the address first written above, or to such
     other addresses as may be given from time to time under the terms of this
     Notice provision.

7.3  This Agreement does not constitute a partnership, joint venture, or
     agency relationship between the parties hereto. Neither party shall hold
     itself out as such, contrary to the terms hereof, by advertising or
     otherwise, nor shall either party be bound or become liable because of
     any representation, misrepresentation, action, or omission by the other
     party. In the event that any provision or part of any provision of this
     Agreement is found to be invalid, then such provision, or the invalid
     part thereof shall be stricken from the Agreement, and the remaining
     provisions shall remain in full force and effect.

7.4  Wavier by the party of any default hereunder shall not deprive such party
     of any rights arising by reason of any subsequent default.

7.5  This Agreement shall be construed and enforced in accordance with the laws
     of the Commonwealth of Virginia.

7.6  Neither party shall be responsible for any delays in delivery which are
     due to causes beyond its control including, but not limited to, acts of
     God or of a public enemy, acts of the United States or the United States
     Government, or any preference priority, or any order of any of said
     Governments, or to fires, floods, epidemics, quarantine, restrictions,
     strikes, embargoes, unduly severe weather, incidents of war, or delays of
     suppliers due to such causes.

7.7  If any claim or controversy arises out of, or relates to, this Agreement,
     the Parties shall make a good faith attempt to resolve the matter through
     their management representatives. The managers of the division having
     cognizance of the subject matter of the Agreement of the party shall
     first meet in person and make a good faith attempt to resolve such
     controversy or claim. If after such good faith attempt, such managers
     cannot otherwise settle or resolve the claim or controversy, or if the
     subject matter of the Agreement is not under the cognizance of such
     division of the Parties, the senior management representatives of each
     Party shall meet in person and make a good faith attempt to resolve the

          In the event that the claim or controversy cannot otherwise be
     settled by such managers or senior management of the corporation after
     good faith attempt,

<PAGE>   8
     the Parties agree, prior to litigation, to attempt in good faith to
     resolve such claim or controversy.  Any dispute, controversy or claim
     arising under, out of, or relating to this Agreement, including without
     limitation, its formation, validity, binding effect, interpretation,
     performance, breach or termination, as well as non-contractual claims,
     shall be submitted to arbitration in accordance with the World
     Intellectual Property Organization (WIPO) Arbitration Rules.  The place
     of arbitration shall be within the continental United States of America.

7.8  Either Party to this Agreement shall have the right to publicize the
     existence of the agreement, but not the material terms, subject to the
     prior written approval of the other party, such approval not to be
     unreasonably withheld.

7.9  This Agreement is binding upon and shall inure to the benefit of any
     successors or assigns of the respective Parties, if such successor or
     assign is a corporation owned by either party, or if such succession or
     assignment is related to a merger or sale of that Party with/to another
     entity.  Neither Rockwell nor Xybernaut shall unreasonably object to a
     transfer or assignment of this Agreement by the other Party to a successor
     or assignee under this Article 7.9.

IN WITNESS WHEREOF, the parties have caused their duly authorized
representatives to execute this Agreement.


/s/ R. P. MAROVICH                           /s/ EDWARD G. NEWMAN
-----------------------------------          ---------------------------------
Signature                                    Signature

R. P. Marovich                               Edward G. Newman
-----------------------------------          ---------------------------------
Printed Name                                 Printed Name

Executive Vice President
Collins Avionics & Communications Div        President
-----------------------------------          ---------------------------------
Title                                        Title

March 29, 1996                               March 29, 1996
-----------------------------------          ---------------------------------
Date                                         Date


<PAGE>   9

 Interim 90-Day Agreement Between Kopin Corporation and Xybernaut Corporation

Both parties agree that the intent of this interim agreement is to fashion the
basis for an effective working relationship between the two companies to cover
the next 90-Day period. Also, during this 90-Day period both companies should
focus on defining the terms and conditions under which the two companies will
deal with each other on a long term basis. During this time, the following
guidelines will govern the relationship.

1.   During the 90-Day period following signature of this Agreement, Kopin
     will extend to Xybernaut the right to purchase all of the prototype
     monochrome monocular HMDs that Kopin manufactures for the belt worn voice
     and/or thought activated computer or terminal systems for the maintenance
     markets.  Every two weeks, Kopin will provide Xybernaut with a
     manufacturing forecast for the following two week period. Xybernaut, at
     that time, will have the option of purchasing for delivery within a
     30-Day period, any or all such units. If, for any reason, Xybernaut fails
     to purchase any, or all, of these HMDs, Kopin retains the right to sell
     the excess units to any third party other than the InterVision
     Corporation or Phoenix Corporation.

2.   During this 90-Day period, Xybernaut agrees to purchase a minimum of 130
     units from Kopin. Kopin agrees to deliver a minimum of 30 units during
     the first 30-Day period of this agreement. Units delivered to Xybernaut
     during this period but which (a) fail to pass quality inspection (b) are
     returned to Kopin, and (c) are not returned by Kopin prior to the end of
     this 90-Day period will count toward the minimum purchase.

3.   Unit pricing for this 90-Day period will be $1,550. A new agreement with
     quantity pricing and other terms will be negotiated in good faith by both
     parties during the period of this interim agreement.

4.   Xybernaut will have 5-Days to inspect and reject any units delivered to
     it by Kopin. Kopin retains the right to resell any rejected units to any
     third party other than InterVision Corporation or Phoenix Corporation. In
     all cases, the first business day of acceptance is the business day
     (Monday) after the units have been received by Xybernaut and all
     shipments of units should be arranged by Kopin for delivery to Xybernaut
     on Fridays.

5.   Pricing for the first 25 units will be COD. After that period, Kopin will
     begin to extend credit to Xybernaut on a net 15-Day period for a sum not
     to exceed $38,750 until Kopin believes that further relaxation of its
     credit restrictions are warranted.

6.   Kopin will have unique part numbers and serial numbers for each HMD unit
     of the type to Xybernaut.

Agreed and accepted on May 13, 1996 by  Agreed and accepted on May 10, 1996 by
Kopin Corporation                       Xybernaut Corporation

By: /s/ JOHN C. C. FAN                  By: /s/ EDWARD G. NEWMAN
    ---------------------------             -----------------------------
John C. C. Fan, CEO/President           Edward G. Newman, President