EXHIBIT 10.3
SUBLICENSE AGREEMENT
AGREEMENT made and entered into this 1st day of March, 2000, by and
between CROWN CAPITAL ADVISORS, INC., a Florida corporation, (hereinafter
referred to as "CROWN CAPITAL"), and ▇▇▇▇▇▇▇▇.▇▇▇ Incorporated, a corporation
organized and existing under the laws of the State of Florida, (hereinafter
referred to as "MindLoft").
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 "HackneyMiller Affinity Exchange
System/trademark/" (patent pending); and
WHEREAS, CROWN CAPITAL also is permitted to use certain trademarks in
connection with the HackneyMiller Affinity Exchange System/trademark/, 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 HackneyMiller Affinity Exchange
System/trademark/, as set forth in Exhibit "B" attached hereto and made a part
hereof; and
WHEREAS, CROWN CAPITAL desires to grant a sublicense to MindLoft, 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 ▇▇▇▇▇▇▇/diamond/▇▇▇▇▇▇
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
▇▇▇▇▇▇▇/diamond/▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇/diamond/▇▇▇▇▇▇
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 ▇▇▇▇▇▇▇/diamond/▇▇▇▇▇▇ 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 MindLoft for the term of this Agreement
the non-exclusive right to use ▇▇▇▇▇▇▇/diamond/▇▇▇▇▇▇ 's trademarks, copyright
material received from ▇▇▇▇▇▇▇/diamond/▇▇▇▇▇▇ hereunder.
3. GRANT OF RIGHT TO USE TRADEMARKS AND COPYRIGHT MATERIALS.
(a) CROWN CAPITAL hereby permits MindLoft, 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 MindLoft 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 MindLoft.
(b) The trademarks and copyright material may be used by MindLoft only
in conjunction with MindLoft business in connection with internet related
businesses.
(c) MindLoft 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. MindLoft shall indemnify
and hold CROWN CAPITAL harmless against any expense or damage resulting from any
default on the part of MindLoft.
4. RESTRICTIONS ON LICENSEE.
(a) Use of the trademarks and copyright material by MindLoft 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 MindLoft
and CROWN CAPITAL.
(b) Labels or brochures used by MindLoft 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. MindLoft
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 MindLoft businesses to ascertain that
the terms of this Agreement and Licensor's standards and policies are being
complied with.
(d) MindLoft 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) MindLoft will at all times recognize the validity of the trademarks
and copyrights and the ownership thereof by ▇▇▇▇▇▇▇/diamond/▇▇▇▇▇▇ 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. MindLoft 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 MindLoft, its agents or
employees, coming to the notice of MindLoft during the term of this Agreement,
MindLoft 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, MindLoft 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. MindLoft 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 one
(1) year from the execution hereof. This Agreement shall be renewable for a term
of an additional one (1) year in accordance with paragraph 7 below.
7. COMPENSATION. As consideration and compensation for this License
Agreement, MindLoft has executed an Investment Advisors Agreement with CROWN
CAPITAL.
8. CANCELLATION.
(a) If MindLoft is in default of this Agreement, then CROWN CAPITAL has
the right to cancel the same on ninety (90) days' written notice to MindLoft;
provided, however, that if MindLoft 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
MindLoft, or in the event MindLoft shall take advantage of any insolvency or
similar laws.
(c) MindLoft shall have the right to cancel this Agreement upon sixty
(60) days notice to CROWN CAPITAL, in the event that MindLoft 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.
CROWN CAPITAL ADVISORS, INC.
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▇▇▇▇▇▇▇▇.▇▇▇ INCORPORATED
By: ▇▇▇▇▇▇▇ ▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇, President