EXHIBIT 10.6
COLLATERAL ASSIGNMENT OF LICENSE AGREEMENT
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THIS COLLATERAL ASSIGNMENT OF LICENSE AGREEMENT ("Agreement") made as of
this 12th day of February, 1998 by Bison Valve, L.L.C., an Illinois limited
liability company, having its principal place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Borrower"), in favor of Blue Rhino Corporation, a
Delaware corporation, with its principal place of business located at ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇-▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Lender"):
R E C I T A L S:
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A. Borrower desires to borrow from the Lender and Lender desires to lend
to Borrower $630,000 pursuant to the terms of that certain Multi-Draw
Convertible Secured Promissory Note (the "Note") made by Borrower in favor of
the Lender of even date herewith.
B. Borrower is the licensee pursuant to that certain License Agreement
("License Agreement") between the Borrower and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ("Licensor") of
even date herewith, a copy of which is attached hereto as Exhibit A, pursuant
to which the Borrower has an exclusive license to make, use and vend a small
cylinder service valve and overfill prevention device designed by the Licensor.
C. To provide collateral security for the obligations ("Obligations") of
the Borrower to the Lender under the Note, the Borrower desires to assign to and
grant a security interest in the Borrower's rights under the License Agreement
and all other now existing or hereafter acquired intellectual property of the
Borrower.
NOW, THEREFORE, in consideration of the premises set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Borrower agrees as follows:
1. Grant of Security Interest. To secure payment and performance of all
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liabilities and obligations of the Borrower under the terms of the Note,
Borrower hereby:
a. grants to Lender a continuing security interest in and to all
right, title and interest of Borrower in, to and under the License
Agreement. The rights granted to Lender pursuant to the terms hereof shall
include, but not be limited to, the right upon the occurrence of an Event
of Default and during the continuation thereof to enforce all of Borrower's
rights under the License Agreement and all representations, warranties,
covenants, indemnifications of Licensor under the License Agreement.
b. mortgages, hypothecates and transfers to Lender the entire right,
title and interest of Borrower in and to all inventions of products related
to the categories listed on
Exhibit B hereto, including all of the trademarks, tradenames, tradedress,
copyrights and patents of Borrower covering products of a type listed on
Exhibit B, whether registered or unregistered, now owned or existing, or
hereafter acquired or arising, including all goodwill associated with any
of the above; and
(1) all patent, copyright or trademark applications therefor,
(2) all renewals of any patent, copyright or trademark therefor,
(3) all income, royalties, damages and payments now and
hereafter due and/or payable with respect thereto, including, without
limitation, damages and payments for past or future infringements
thereof,
(4) the right to ▇▇▇ for past, present and future infringements
thereof;
(5) all rights corresponding thereto throughout the world; and
(6) all improvements thereto; and
(7) all proceeds thereof.
c. grants to Lender a continuing Security Interest in and to all
right, title and interest of the Borrower in any tooling, molds, designs,
patterns, drawings or computer code used to produce any product licensed
under the License Agreement or described on Exhibit B.
2. Restrictions on Future Agreements. Borrower agrees that until the
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Obligations shall have been satisfied in full and the Note shall have been
terminated, Borrower will not, without Lender's prior written consent, which
shall not be unreasonably withheld, enter into any agreement (for example, a
license agreement or sub-license agreement) which is inconsistent with
Borrower's obligations under this Agreement, and Borrower further agrees that it
will not take any action, or permit any action to be taken by others subject to
its control, including licensees, or fail to take any action, which would affect
the validity or enforcement of the rights transferred to Lender under this
Agreement other than the delivery of molds, dies, designs, patterns, drawings or
computer code which are subject to the security interests granted pursuant to
this agreement to manufacturers located outside of the United States for the
purpose of producing the product related thereto.
3. New Trademarks, Copyrights and Patents. Borrower represents and
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warrants that it has neither owns or holds any registered copyrights, trademarks
and patents. If, before the Obligations shall have been satisfied in full,
Borrower shall (i) obtain rights to any registered
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trademarks, registered copyrights or registered patents for products of a type
set forth on Exhibit A, or (ii) become entitled to the benefit of any registered
trademark, registered copyright or registered patent for a product of a type set
forth on Exhibit B, the provisions of paragraph 1 above shall automatically
apply thereto and Borrower shall give to Lender written notice thereof on each
anniversary of the date hereof. Borrower agrees to execute all documents
reasonably necessary to record or preserve Lender's interest in all such
trademarks, copyrights and patents added as additional collateral security,
pursuant to this paragraph 3. Notwithstanding anything to the contrary set forth
herein, the Borrower shall not have any duty to register or record any patent,
trademark or copyright in any jurisdiction outside of the United States.
4. Term. The term of this Agreement shall extend until the Obligations
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have been paid in full.
5. Events of Default. The occurrence of any of the following shall
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constitute an "Event of Default" hereunder:
a. A default by Borrower in the observance or performance of any
obligation, covenant, condition or agreement hereof, which is not cured within
thirty (30) days after written notice thereof to Borrower unless such default
impairs the first priority security interest of the Lender granted pursuant to
paragraph 1, in which case such default shall be deemed and Event of Default
without provision for cure or notice (however the failure to maintain the
Borrower's first priority security interest in any collateral located outside of
the United States for the purpose of producing goods on behalf of the Borrower
shall not be deemed and Event of Default); or
b. Any representation or warranty made by Borrower herein which is
not true and correct in any material respect as of the date hereof; or
c. An "Event of Default" under the Note or License Agreement which
shall not be cured within any applicable grace period.
6. Lender's Rights.
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a. Upon the occurrence of any Event of Default hereunder, Lender
shall have the right (but not the obligation), without demand on Borrower: (1)
to declare all sums evidenced or secured by the Note and this Agreement
immediately due and payable; (2) to exercise any and all rights and remedies
provided under this Agreement and the Note as well as such remedies as may be
available at law or in equity, including, without limitation, all rights and
remedies of a "secured party" under the Illinois Uniform Commercial Code
("Code"), and (3) to correct any such default in such manner and to such extent
as Lender may deem necessary or desirable to protect the security hereof,
including specifically, without limitation, the right (but not the obligation)
to appear in and defend any action or proceeding purporting to affect the
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security hereof or the rights or powers of Lender, and also the right (but not
the obligation) to perform and discharge each and every obligation, covenant,
condition and agreement of Borrower under the License Agreement or to make any
application for patent, copyright, trademark or other intellectual rights
registration, with any federal, state or foreign agency or registry, and, in
exercising any such powers, to pay necessary costs and expenses, employ counsel
and incur and pay reasonable attorneys fees and expenses. Lender shall not be
obligated to perform or discharge, nor does it hereby undertake to perform or
discharge, any obligation, duty or liability under the License Agreement, by
reason of this Agreement, or to make any application for patent, trademark,
copyright or the registration of any intellectual property right on behalf of
the Borrower or Lender.
b. That at any time after the occurrence of an Event of Default,
Lender may, at its option and without regard to the adequacy of security for the
indebtedness hereby secured, either in person or by agent, with or without
bringing any action or proceeding, or by a receiver to be appointed by a court
at any time hereafter, enforce for its own benefit the License Agreement, and
utilize the property licensed thereunder. The exercise of any rights under this
Agreement shall not be deemed to cure or waive any default under this Agreement
or the Note, or waive, modify or affect any notice of default under this
Agreement or the Note, or invalidate any act done pursuant to such notice.
c. That the Licensor upon written notice from Lender of the
occurrence of an Event of Default, shall be and is hereby authorized by Borrower
to perform as required under the License Agreement for the benefit of Lender in
accordance with the terms and conditions thereof without any obligation to
determine whether or not such an Event of Default has in fact occurred.
7. Duties of Borrower. Borrower shall cause any patent, copyright,
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trademark or patent, copyright or trademark application which is subject to the
License or the security interest granted pursuant to this Agreement to contain
or have filed in the appropriate office a notice of the security interest
granted pursuant to this Agreement.
8. Waivers. No course of dealing between Borrower and Lender, nor any
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failure to exercise, nor any delay in exercising, on the part of Lender, any
right, power or privilege hereunder or under the Note shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or thereunder preclude any other or further exercise thereof
or the exercise of any other right, power or privilege.
9. Severability. The provisions of this Agreement are severable, and if
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any clause or provision shall be held invalid and unenforceable in whole or part
in any jurisdiction, then such invalidity or unenforceability shall affect only
such clause or provision, or part thereof, in such jurisdiction, and shall not
in any manner effect such clause or provision in any other jurisdiction, or any
other clause or provision of this Agreement in any jurisdiction.
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10. Modification. This Agreement cannot be altered, amended or modified
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in any way except by a writing signed by the parties hereto.
11. Cumulative Remedies; Effect on Note. All of Lender's rights and
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remedies with respect to the License Agreement, trademarks, copyrights, patents,
or other intellectual property whether established hereby or by the Note, or by
any other agreements or by law shall be cumulative and may be exercised
singularly or concurrently. Borrower acknowledges and agrees that this
Agreement is not intended to limit or restrict in any way the rights and
remedies of Lender under the Note but rather is intended to facilitate the
exercise of such rights and remedies.
12. Binding Effect; Benefits. This Agreement shall be binding upon
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Borrower and its respective successors and assigns, and shall inure to the
benefit of Lender, its nominees and assigns.
13. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of Illinois.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date and year first above written.
BISON VALVE, L.L.C.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Manager
STATE OF ILLINOIS )
) ss
COUNTY OF ▇▇▇▇ )
I, ▇▇▇ ▇▇▇▇▇▇▇, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY THAT ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, manager of Bison Valve,
L.L.C., personally known to me to be the same person whose name is subscribed to
the foregoing instrument, appeared before me this day in person, and
acknowledged that he signed and delivered the said instrument as his own free
and voluntary act and as the act of said corporation for the uses and purposes
therein set forth.
GIVEN under my hand and notarial seal, this 12th day of February, 1998.
/s/ ▇▇▇ ▇▇▇▇▇▇▇
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Notary Public
My Commission Expires:
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EXHIBIT A
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LICENSE AGREEMENT
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Exhibit A
LICENSE AGREEMENT
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THIS LICENSE AGREEMENT (the "Agreement") dated as of the 1/st/ day of
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January, 1998, by and between by and between BISON VALVE, L.L.C., an Illinois
limited liability company (the "Licensee"), whose principal place of business is
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("Licensor"),
residing at ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
W I T N E S S E T H:
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THAT, WHEREAS, Licensor has developed and is the owner of all right, title,
and interest in and to the design of a certain small cylinder service valve and
overfill prevention device (the "OPD Valve"); and
WHEREAS, Licensor is applying to the United States Patent & Trademark
Office, for a patent on the inventions included in the design of the OPD Valve;
and
WHEREAS, Licensor has the right to grant licenses to use the OPD Valve and
trade secret technology related to the production of the float, assembly, and
testing of the OPD Valve (the "Trade Secret Technology"); and
WHEREAS, Licensee desires to acquire from Licensor a license to use and
sell the OPD Valve and the Trade Secret Technology upon the terms and conditions
herein set forth; and
WHEREAS, Licensor desires to accept such license upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, each of the parties hereto agree as follows:
1. GRANT OF LICENSE. Unless sooner terminated or modified as hereinafter
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provided, for a period of ten (10) years from the date of this Agreement (the
"Term"), Licensor hereby grants to Licensee the right and license (A) to
manufacture, have manufactured, use and sell the OPD Valve throughout the United
States (the "Territory") and (B) to use the Trade Secret Technology for the sole
purpose of manufacturing, having manufactured, using, and selling the OPD Valve
in the Territory.
2. POWER TO SUBLICENSE. Licensor hereby grants Licensee the right and
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power to issue sublicenses to manufacture the OPD Valve throughout the Territory
and to disclose the Trade Secret Technology to such sublicensees during the
Term, provided, however, that such
manufacture is for sale only to Licensee and provided further that Licensee
requires any such sublicensee, pursuant to a written agreement, to maintain the
confidentiality of the Trade Secret Technology and use the Trade Secret
Technology solely for the purpose of manufacturing the OPD Valve for sale only
to Licensee. Any such sublicense may be for all or any portion of the Territory
and for all or less than the Term. Licensee shall promptly give reasonable
notice to Licensor of any such sublicense and its basic terms and promptly
provide Licensor with copies of any and all agreements relating thereto.
3. ROYALTIES. In consideration of the license granted in this Agreement,
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Licensee agrees to pay to Licensor royalties derived from sales of the OPD
Valves, whether by Licensee or by sublicensees, as hereinafter provided. The
Schedule of Royalties below is based on the Benchmark Price at open market (the
"Fair Market Value") of the OPD Valve and the gross profits from sales of the
OPD Valve (the "Gross Profits"). For purposes of this Agreement, "Benchmark
Price" shall mean the price at which the OPD Valves are sold, unless otherwise
agreed by the parties in good faith. For purposes of this Agreement, Gross
Profits shall mean the profit from sales of OPD Valves at Fair Market Value
minus all Costs of Goods Sold. For purposes of this Agreement, "Costs of Goods
Sold" shall mean cost of material, direct labor, subcontract production,
warranty, duty, freight in, shop supplies, and shipping supplies and production
machinery depreciation and production tooling depreciation, as determined in
accordance with generally accepted accounting principles consistently applied.
SCHEDULE OF ROYALTIES
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If Gross Profits are greater than or equal to seventy percent (E70%) of the
Fair Market Value sales of the OPD Valves, then the Royalties shall be
twelve and one-half percent (12.5%) of the Fair Market Value sales of
the OPD Valves.
If Gross Profits are greater than or equal to sixty percent (E60%) but less
than seventy percent (I70%) of the Fair Market Value sales of the OPD
Valves, then the Royalties shall be ten percent (10%) of the Fair Market
Value sales of the OPD Valves.
If Gross Profits are greater than or equal to fifty percent (E50%) but less
than sixty percent (I60%) of the Fair Market Value sales of the OPD
Valves, then the Royalties shall be seven and one-half percent (7.5%) of
the Fair Market Value sales of the OPD Valves.
If Gross Profits are greater than or equal to forty percent (E40%) but less
than fifty percent (I50%) of the Fair Market Value sales of the OPD
Valves, then the Royalties shall be five percent (5%) of the Fair Market
Value sales of the OPD Valves.
If Gross Profits are less than forty percent (I40%) of the Fair Market
Value sales
of the OPD Valves, then the Royalties shall be two and one-half
percent (2.5%) of the Fair Market Value sales of the OPD Valves.
Licensee shall pay Licensor royalties pursuant to the Schedule of Royalties
within thirty (30) days of the close of each and every calendar quarter of the
Term, except that Licensee shall pay Licensor royalties for the last quarter of
the year within ninety (90) days of the close of each and every calendar year of
the Term, at which time adjustments, if any, to Gross Profit and royalties will
be made based on fiscal year end audited financial statements of the Licensee
or, if audited financial statements are not prepared by an independent
accountant, on the reviewed or compiled financial statements of the Licensee as
approved by the Licensee's Board of Directors. Licensee's royalty payments to
Licensor shall be accompanied by a royalty report setting forth sales of the OPD
Valve, Fair Market Value, Gross Profit, and sales for the appropriate period(s).
Licensee will keep records showing the products sold or otherwise disposed of
during the Term of this Agreement in such detail as to enable the amounts
payable hereunder to be easily determined. Licensee shall also permit its books
and records to be examined by Licensor up to twice annually to the extent
necessary to verify the sales, Gross Profit, Fair Market Value, Cost of Good
Sold, and royalty payments provided for herein. Such examination shall be made
during normal business hours, at times convenient to Licensor and Licensee.
4. EXCLUSIVITY AND MINIMUM ROYALTY PAYMENT. The license for the Territory
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granted by Licensor to Licensee under this Agreement shall be exclusive unless
and until the Minimum Annual Royalty Payment (defined below) is not paid or not
paid within the time set forth in this Agreement. During each year of the Term
of this Agreement, Licensee agrees to pay a minimum annual royalty (the "Minimum
Annual Royalty Payment") to Licensor as set forth below:
PERIOD MINIMUM ANNUAL ROYALTY PAYMENT TO
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MAINTAIN EXCLUSIVE LICENSE
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(a) Prior to December 31, Earned royalty payment only.
1998
No Minimum
(b) January 1, 1999 through $50,000.00, payable
December 31, 1999
by March 31, 2000
(c) Each calendar year $100,000.00, payable
thereafter commencing on on the succeeding March 31
January 1, 2001
Without limiting any other rights or remedies that Licensor may have at law or
in equity, in the event that the Minimum Annual Royalty Payment is not paid in
full or on time, for any reason, then after thirty (30) days notice from
Licensor to Licensee, Licensor may license others to make, use or vend the OPD
Valve and use the Trade Secret Technology in the Territory without payment or
further notice to the Licensee.
5. INFRINGEMENT. In the event it appears that one or more third parties are
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infringing any right of Licensor, Licensee shall notify Licensor of such
apparent infringement. Licensor, after notice thereof to Licensee, may
immediately commence and prosecute all legal proceedings necessary to prevent
such infringement and shall be responsible for all costs relating to such legal
proceedings. Licensee agrees to cooperate with the Licensor in connection with
any infringement matters. Any payment by an infringer made in settlement of or
by way of judgment or award or otherwise shall belong to Licensor. If Licensor
fails to prevent any such infringement, Licensee may (a) upon written notice to
Licensor, immediately commence and prosecute, at its cost and expense, all legal
proceedings necessary to prevent such infringement itself, or (b) immediately
terminate this Agreement by written notice to Licensor, with no liability for
any royalty payments beyond the date of said notice of termination.
6. CONFIDENTIALITY. Licensee acknowledges and agrees that (a) Licensor has
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expended significant time, energy and money to develop, and maintain the secrecy
of, the Trade Secret Technology, and (b) if the Trade Secret Technology were
disclosed to another person or entity contrary to this Agreement or used for the
benefit of anyone other than Licensor or Licensee, Licensor would suffer
irreparable harm, loss and damage. Accordingly, Licensee acknowledges and agrees
that, unless the Trade Secret Technology becomes publicly known through
legitimate origins:
the Trade Secret Technology is, and at all times hereafter shall
remain, the sole property of Licensor; and
except as otherwise specifically permitted by this Agreement with
respect to sublicensees, Licensee shall use its best efforts and the
utmost diligence to guard and protect the Trade Secret Technology from
any unauthorized use or disclosure to any other person or other entity.
Licensee also acknowledges and agrees that all documentary and tangible Trade
Secret Technology is supplied or made available by Licensor to Licensee solely
for the purposes of the license granted herein. Licensee further agrees that if
the
Term of the licensee granted herein terminates or is terminated at any time for
any reason, Licensee and its sublicensees shall immediately return to Licensor
all documentary and/or tangible Trade Secret Technology in their possession,
custody, or control and not make or keep any copies, notes, abstracts,
summaries, tapes or other record of any type of Trade Secret Technology.
7. DEFAULT. Should a party to this Agreement consider the other party to
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be in breach of this Agreement, it shall notify the breaching part as to the
breach. The breaching party shall have ten (10) days from the notice to correct
the breach and give notice of the correction to the non-breaching party. Should,
after the ten (10) day period following the notice of breach, the breach not be
corrected, the non-breaching party may notify the breaching party that the
Agreement is terminated, and the Agreement shall be terminated.
8. MARKING AGREEMENT. Licensee agrees to ▇▇▇▇ each product which is the
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subject of claims of any issued and subsisting patent with appropriate notice of
such patent pursuant to 35 U.S.C. (S)287(a).
9. EXCLUSIVITY AND NONASSIGNABILITY. The license granted to Licensee under
--------------------------------
this Agreement shall be nondivisble and shall not be transferable without the
Licensor's prior express written consent. Except for sublicensing as provided in
Section 2 of this Agreement, Licensee shall not sell, assign, transfer, convey,
license, or encumber this Agreement, or any right or interest accruing under
this Agreement, in whole or in part, without Licensor's prior express written
consent. This Agreement shall be assignable by Licensor to any assignee it
designates.
10. NOTICES. Except as otherwise provided in this Agreement, all notices
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requests, consents, and other communications required or permitted under this
Agreement shall be in writing and signed by the party giving notice, and shall
be deemed to have been given when hand-delivered by personal delivery, or by
Federal Express or similar courier service or three (3) business days after
being deposited in the United States mail, registered or certified mail, with
postage prepaid, return receipt requested, addressed to the Licensor at his
residence set forth above, or addressed to the Licensee c/o its principal place
of business as set forth above, Attention: President, or to such other address
as either party may designate for himself or itself by notice given to the other
party from time to time in accordance with the provisions of this Agreement.
11. WAIVER OF BREACH. No delay on the part of any party in the exercise of
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any right or remedy shall operate as a waiver thereof, and no single or partial
exercise by any party of any right or remedy shall preclude other or further
exercise thereof or the exercise of any other right or remedy. The waiver of any
breach or condition of this Agreement by either party shall not constitute a
precedent in the future enforcement of any of the terms and conditions of this
Agreement.
12. HEADINGS AND RECITALS. The headings of Sections contained in this
---------------------
Agreement are merely for convenience of reference and shall not affect the
interpretation of any of the provisions of this Agreement. This Agreement is
deemed to have been drafted jointly by the parties, and any uncertainty or
ambiguity shall not be construed for or against either party as an attribution
of drafting to either party. Whenever the context so requires, the singular
shall include the plural and vice versa. All words and phrases shall be
construed as masculine, feminine or neuter gender, according to the context. The
recitals to this Agreement are hereby incorporated herein as part of this
Agreement.
13. SEVERABILITY. Whenever possible, each provision of this Agreement shall
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be construed and interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Agreement or the application
thereof to any party or circumstance shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition without invalidating the remainder of such provision or any other
provision of this Agreement or the application of such provision to other
parties or circumstances.
14. ENTIRE AGREEMENT. All discussions, correspondence, understandings, and
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agreements heretofore had or made between the parties relating to its subject
matter are superseded by and merged into this Agreement, which alone fully and
completely expresses the agreement between the parties regarding the Trade
Secret Technology and the OPD Valve and the license to make, use and sell such
devise, and the same is entered into with no party relying upon any statement or
representation made by or on behalf of any party not embodied in this Agreement.
Any modification of this Agreement may be made only by a written agreement
signed by both of the parties to this Agreement.
15. ARBITRATION. Any dispute between the parties arising under this
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Agreement which cannot be amicably resolved between the parties shall be
resolved by arbitration in the Chicago metropolitan area in accordance with the
following terms and conditions: Either party may deliver a notice to the other
party which shall set forth in detail all issues which it believes constitute a
dispute or grievance. Within twenty (20) days of the delivery of such notice,
counsel for the parties shall mutually select an arbitrator. If the parties are
unable to agree upon the selection of an arbitration within said twenty (20)
days, then within seven (7) days thereafter, either party may request the
JAMS/Endispute to submit a single panel consisting of a list of seven (7)
disinterested persons who are qualified and willing to act as impartial
arbitrators. Upon receipt of this list, the parties shall promptly flip a coin
to determine who shall have first choice to strike a name, and then the parties
shall proceed to strike alternatively and the person whose name remains shall be
the arbitrator. Unless otherwise agreed by the parties, (a) the arbitration
shall be conducted in accordance with the commercial arbitration rules of
JAMS/Endispute, and (b) the arbitrator shall commence hearings within thirty
(30) days
after he is selected and shall render his award in writing, together with his
written findings and conclusions, as soon as possible after the hearing. The
decision of the arbitrator shall be final and binding on the parties and may be
confirmed by a court of competent jurisdiction. The arbitrator may consider only
the particular issue or issues presented to him by the parties, and his decision
must be based upon the provisions of this Agreement and any amendments hereto.
The arbitrator shall have no power to add to, subtract from, alter or modify
this Agreement or any amendments hereto. The arbitrator shall assess the costs
of the arbitration of the parties as he determines to be appropriate. The
parties to this Agreement agree that this Section has been included to resolve
rapidly and inexpensively any disputes which may arise, and that submission of a
dispute to arbitration in accordance with this Agreement shall constitute
grounds for dismissal of any action commenced by any party with respect to a
dispute arising out of or from any provisions of this Agreement.
16. CHOICE OF LAW. This Agreement is being executed and delivered in the
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State of Illinois, and the validity, construction, and enforceability of this
Agreement shall be governed in all respects by the domestic laws of the United
States and the State of Illinois applicable to agreements made and to be
performed entirely within the State of Illinois, without regard to the conflicts
of laws principles of the State of Illinois or any other state.
17. COUNTERPARTS. This Agreement may be executed in any one or more
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counterparts, each of which shall constitute an original, no other counterpart
needing to be produced, and all of which, when taken together, shall constitute
but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Licensing
Agreement as of the date and year first above written.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (Licensor) BISON VALVE, L.L.C. (Licensee)
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Its President
EXHIBIT B
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CATEGORIES OF ASSIGNED INVENTIONS
Liquid Propane Valves
Liquid Propane Grills and other Cooking Devices
Barbecue Grill Parts and Accessories
Liquid Petroleum and Propane Gas Heaters
Propane Gas Lighting
Liquid Propane Gas Cylinders
Propane Gas Regulators
Propane Gas Leak Detection Systems
Propane Cylinder Vending Machines
Automatic Propane Gas Filling Systems
Insect Zappers