Exhibit 10.23
LICENSING AGREEMENT
Effective September 14th; ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Power Company, Inc.
(hereinafter "SSPC"), and ANUVU Incorporated (hereinafter "ANUVU"), (hereinafter
collectively referred to as the "Parties") agree as follows:
ss. 1. Type of Agreement. This document is an agreement to license from
SSPC to ANUVU certain Carbon-X fuel cell technology. This Licensing Agreement,
in conjunction with certain agreements executed contemporaneously between ANUVU
and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, or his designees, replaces entirely the fuel cell contract
made by and between ANUVU and SSPC on September 25th, 1998.
ss. 2. Description of License. ANUVU will provide SSPC with a document
describing how to make a Membrane Electrode Assembly ("MEA") and will provide a
training class for an SSPC representative on this subject. The MEA is one of the
two major components of a Proton Exchange Membrane ("PEM") fuel cell. The other
is the fuel cell Separator. ANUVU's Separator technology is not applicable to
fuel cells under one kilowatt and will not be disclosed as part of this
technology disclosure.
ss. 3. Grant of License. ANUVU perpetually licenses for no fee the
technology for the construction of the MEAs, as said technology exits at ANUVU
on the effective date of this Licensing Agreement, to SSPC, and its successors.
SSPC shall not disclose said technology other than as required to make use of
said technology.
ss. 4. ________________ of License. ANUVU agrees not to build or sell fuel
cell modules under one kilowatt per product for three (3) years after the
effective date of this Licensing Agreement, September 14th; 2000, and SSPC
agrees not to build or sell a fuel cell system over one kilowatt per product for
the same three (3) year period.
ss. 5. License Assignable. The license granted in this Licensing Agreement
by ANUVU shall be binding upon any successor to SSPC in control of the MEA
technology. The license received by SSPC under this Licensing Agreement shall
pass to any assigns for the benefit of creditors of the licensed party and to
any receiver of its assets, or to any person or corporation succeeding to its
entire business in LICENSED PRODUCTS as a result of sale, consolidation,
reorganization, or otherwise, provided such assignee, receiver, person, or legal
entity shall, without delay, accept in writing the provisions of this agreement
and agrees to become in all respects bound thereby in the place and stead of the
licensed party.
ss. 6. Perpetual Term. This Licensing Agreement is perpetual in nature and
is not subject to termination for any reason, whatsoever. However, as stated
above, during the first three (3) years of this Licensing Agreement, ANUVU, arid
its other licensees, have the exclusive right to build and sell fuel cell
modules over one kilowatt per product and SSPC has the exclusive right to build
and sell fuel cell modules under one kilowatt per product.
ss. 7. Notices. All necessary notices or correspondence required or
permitted to be given hereunder shall be in writing and shall be deemed to have
been properly given when hand delivered or when mailed postage prepaid by first
class certified mail, return receipt requested:
If to ANUVU:
▇▇. ▇▇▇ ▇▇▇▇▇, President & CEO
ANUVU Incorporated
1201 "C" Street
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
If to SSPC:
▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, III
Southern States Power Company, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
With a copy to:
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Law Offices of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇▇ #▇▇▇
▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
ss. 8. Public Announcements. Except as may be required by law, neither
party shall make any public announcement or filing with respect to the
transactions provided for herein without the prior consent of the other party.
ss. 9. Attorney's Fees. If any party shall bring an action to enforce any
provision of this Agreement, the prevailing party shall be entitled to
reimbursement for all reasonable legal fees and costs, incurred by such party in
enforcing the terms of this Agreement.
ss. 10. Benefit. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and assigns.
ss. 11. Force Majeure. Whenever a period of time is herein prescribed for
the taking of any action by either party hereto, such party shall not be liable
or responsible for any delays due to strikes, riots, acts of God, shortages of
labor or materials, war, governmental laws and regulations or any other cause
whatsoever beyond the control of such party.
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ss. 12. Amendment and Waiver. This Licensing Agreement may be amended, or
any provision of this Licensing Agreement may be waived, provided that any
amendment or waiver will be binding on ANUVU only if such amendment or waiver is
set forth in a writing executed by ANUVU, and provided that any amendment or
waiver will be binding upon SSPC only if such amendment or waiver is set forth
in a writing executed by SSPC. The waiver of any party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
other or subsequent breach.
ss. 13. Construction & Applicable Law. This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of
California as if the Agreement were fully executed and performed under the laws
of the State of California so that the principles of conflicts of laws would not
apply.
ss. 14. Severability. Should any provision of this Agreement be determined
to be invalid, illegal or unenforceable by a court of competent jurisdiction,
then such provision shall be amended by the parties hereto so as to make it
valid, legal and enforceable but keeping it as close to its original meaning as
possible. The invalidity, illegality or unenforceability of any provision shall
not affect in any manner the other provisions herein contained, which remain in
full force and effect.
ss. 15. Grammatical Usage. Throughout this Agreement, reference to the
neuter gender shall be deemed to include the masculine and feminine, the
singular the plural and the plural the singular, as indicated by the context in
which used.
ss. 16. Headings; Context. The headings of the sections (▇▇.▇▇.) and
paragraphs (P.P. ) contained in this Agreement are for convenience of reference
only and do not form a part hereof and in no way modify, interpret or construe
the meaning of this Agreement.
ss. 17. Counterparts. This Agreement may be executed in numerous
counterparts, all. of which shall be considered one and the same agreement. For
purposes of this Agreement only, facsimile signatures shall be considered
original signatures.
ss. 18. Authority to Bind. ANUVU hereby warrants and represents that it
has the full and unconditional right and authority to enter into, perform and be
bound by the terms of this Agreement. SSPC hereby warrants and represents that
it has the full and unconditional right and authority to enter into, perform and
be bound by the terms of this Licensing Agreement and specifically that its
executive vice president, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III, is authorized by the Board of
Directors of SSPC to bind SSPC to the terms of this Licensing Agreement by
executing this Licensing Agreement on behalf of SSPC.
ss. 19. Entire Agreement. This Agreement contains all of the terms agreed
upon by the parties with respect to the subject matter of this Agreement and
supersedes all prior agreements, representations and warranties of the parties
as to the subject matter of this Agreement.
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BY CAUSING THIS AGREEMENT TO BE EXECUTED HERE BELOW, THE PARTIES
ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE
BOUND BY ITS TERMS AND CONDITIONS.
IN WITNESS WHEREOF, ANUVU and SSPC have executed this Agreement in
multiple duplicate originals.
AGREED TO & ACCEPTED BY: AGREED TO & ACCEPTED BY:
ANUVU Incorporated Southern States Power Company, Inc.
By:____________________ Date _______ By:_____________________ Date_______
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
As its President & CEO As its Executive Vice President
____________________________________ ______________________________________
Witness Witness
STATE of CALIFORNIA STATE of____________________________
COUNTY OF SACRAMENTO, SS. County of __________________________, SS.
September ____, 2000 September ____, 2000
▇▇▇ ▇▇▇▇▇, President & CEO of ANUVU ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III, Executive Vice
Incorporated personally appeared President of Southern States Power
before Me and acknowledged his Company, Inc. personally appeared before
execution of the foregoing instrument me and acknowledged his execution of the
to be the free act and deed of the foregoing instrument to be the free act
corporation and deed of the corporation
Before me, Before me,
____________________________________ ______________________________________
Notary Public Notary Public
My commission expires: My Commission expires:
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