SUBLICENSE AGREEMENT
AGREEMENT made and entered into this_____day of_____________,
2000, by and between CROWN CAPITAL ADVISORS, INC., a Florida corporation,
(hereinafter referred to as "CROWN CAPITAL"), and iCrown Corporation, a
corporation organized and existing under the laws of the State of Florida,
(hereinafter referred to as "iCROWN").
W I T N E S S E T H:
WHEREAS, CROWN CAPITAL possesses technical information and know-how in
the form of a Master License Agreement with ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A., for the use
of a proprietary system, known as the "Affinity Exchange System(TM)" (patent
pending); and
WHEREAS, CROWN CAPITAL also is permitted to use certain trademarks in
connection with the Affinity Exchange System(TM), such trademarks set forth in
Exhibit "A" attached hereto and made a part hereof; and
WHEREAS, CROWN CAPITAL also is permitted to use certain copyright
material in connection with the Affinity Exchange System(TM), as set forth in
Exhibit "B" attached hereto and made a part hereof; and
WHEREAS, CROWN CAPITAL desires to grant a sublicense to iCROWN, to use
the patented system, trademarks and copyright material; and
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, it is mutually agreed as follows:
1. DEFINITIONS. For the purposes of this Agreement, the following
definitions shall apply:
(a) The term "trademark" shall mean the HACKNEYMILLER
trademark(s) used in connection with the provision of services related to tender
offers, exchange offers, mini-
tenders, odd-lot tenders and similar services, as set forth in Exhibit "A"
attached hereto and made a part hereof, as well as such HACKNEYMILLER trademarks
as may be subsequently adopted for the provision of similar services, as may be
added to Exhibit "A" from time to time hereafter by mutual agreement.
(b) The term "copyright material" shall mean the HACKNEYMILLER
copyright material used in connection with the provision of services in the
field of investment banking as set forth in Exhibit "B" attached hereto and made
a part hereof, as well as such HACKNEYMILLER copyright material as may be
subsequently adopted for the provision of such services, as may be added to
Exhibit "B" from time to time hereafter by mutual agreement.
2. GRANT OF RIGHT TO USE DATA.
CROWN CAPITAL hereby grants to iCROWN for the term of this
Agreement the non-exclusive right to use HACKNEYMILLER 's trademarks, copyright
material received from HACKNEYMILLER hereunder.
3. GRANT OF RIGHT TO USE TRADEMARKS AND COPYRIGHT MATERIALS.
(a) CROWN CAPITAL hereby permits iCROWN, during the term of
this Agreement, to use the trademarks and its distinctive insignia, shown in
Exhibit "A" attached hereto, and the copyright materials shown on Exhibit "B"
attached hereto, in the advertising and marketing of iCROWN business under the
terms and conditions specified hereinafter, and for the duration of the
Agreement, CROWN CAPITAL waives the right accruing to her under the trademarks
and copyrights to object to such use of the trademarks by iCROWN.
(b) The trademarks and copyright material may be used by
iCROWN only in conjunction with iCROWN business in connection with internet
related businesses.
(c) iCROWN agrees to provide quality service and will not
provide inferior or substandard service, or service which will tend to injure
the reputation and good will attached to the trademarks. iCROWN shall indemnify
and hold CROWN CAPITAL harmless against any
expense or damage resulting from any default on the part of iCROWN.
4. RESTRICTIONS ON LICENSEE.
(a) Use of the trademarks and copyright material by iCROWN
shall be subject to the written approval by CROWN CAPITAL prior to use, unless
used in the same manner as is in existence at the time of the Closing between
iCROWN and CROWN CAPITAL.
(b) Labels or brochures used by iCROWN bearing the trademarks
or copyright material shall conform to the requirements of the law of any
jurisdiction in which the trademark or copyright material may be used. iCROWN
shall not make any change in the trademark or copyright material without prior
written approval by CROWN CAPITAL.
(c) CROWN CAPITAL shall have the right, during reasonable
business hours and upon five (5) days prior notice, to enter upon the premises
in order to conduct reasonable inspections of the iCROWN businesses to ascertain
that the terms of this Agreement and Licensor's standards and policies are being
complied with.
(d) iCROWN shall refrain from any act or acts which may
prejudice the validity of the title of CROWN CAPITAL to any of the trademarks
and copyright material.
(e) iCROWN will at all times recognize the validity of the
trademarks and copyrights and the ownership thereof by HACKNEYMILLER and CROWN
CAPITAL, and the exclusive right and jurisdiction of CROWN CAPITAL to control
the use of the trademarks and copyright material and to take all appropriate
measures for their protection, and will not at any time put in issue the
validity of the trademarks and copyright material and will faithfully observe
and execute all the requirements, procedures and directions of CROWN CAPITAL
touching the use and the safeguarding of the trademarks and copyright material.
iCROWN further undertakes that in the event of any infringement of the rights of
CROWN CAPITAL to any of the trademarks and copyright material by persons or
entities other than iCROWN, its agents or employees, coming to the notice of
iCROWN during the term of this Agreement, iCROWN shall promptly notify CROWN
CAPITAL in writing and shall jointly with CROWN CAPITAL, if required by
CROWN CAPITAL and at the expense of CROWN CAPITAL, take such steps as CROWN
CAPITAL may deem advisable against the infringement or otherwise for the
protection of his rights.
(f) Upon termination or cancellation of this Agreement, iCROWN
will not use at any time for any purpose any trademark, trade name, symbol or
other like product bearing any resemblance to the trademarks or copyright
material.
5. PROMOTIONAL ACTIVITIES. iCROWN will use all reasonable and
proper effort and means to further and preserve the good will and reputation of
the trademarks and copyright material.
6. TERM. The term of this Agreement shall extend for a period of
five (5) years from the execution hereof. This Agreement shall be renewable for
a term of an additional five (5) years in accordance with paragraph 7 below.
7. COMPENSATION. As consideration and compensation for this
License Agreement, iCROWN has executed an Investment Advisors Agreement with
CROWN CAPITAL.
8. CANCELLATION.
(a) If iCROWN is in default of this Agreement, then CROWN
CAPITAL has the right to cancel the same on ninety (90) days' written notice to
iCROWN; provided, however, that if ICROWN shall cure the breach or default
within such thirty (30) day period, the Agreement shall continue in full force
and effect.
(b) CROWN CAPITAL shall have the right to cancel this
Agreement at any time in the event of the appointment of a receiver or trustee
in bankruptcy for iCROWN, or in the event ICROWN shall take advantage of any
insolvency or similar laws.
(c) iCROWN shall have the right to cancel this Agreement upon
sixty (60) days notice to CROWN CAPITAL, in the event that iCROWN refrains from
using the trademark
and copyright material.
9. CONSTRUCTION. This Agreement shall be construed in accordance
with the laws of the State of Florida, United States of America.
10. ASSIGNMENT. This Agreement may not be assigned without the
prior written consent of CROWN CAPITAL.
11. NOTICES. Any notice required or permitted to be given under
this Agreement by either of the parties hereto shall be deemed to have been
sufficiently given for all the purposes hereof if mailed by registered mail,
postage prepaid, addressed to the party to be notified at its address shown at
the beginning of this Agreement or at such other address as may be furnished to
the notifying party in writing.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
WITNESSES: CROWN CAPITAL ADVISORS, INC.
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iCROWN CORPORATION,
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
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