EXHIBIT 10.18
LICENSE AGREEMENT
AGREEMENT made this 6th day of May, 1998, by and between ▇▇▇▇▇▇▇ ▇▇▇▇▇ and
▇▇▇▇▇▇▇ ▇▇▇▇▇, (herein referred to as LICENSOR) and Safe Alternatives
Corporation of America, Inc., a Florida corporation with its principal place of
business in Ridgefield, Connecticut (herein referred to as LICENSEE) acting
herein by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, its President.
WHEREAS, LICENSOR has exclusive patented rights to an alternative refrigeration
cooling and air purification system as shown in U.S. Patent Number 5,144,816
(hereafter referred to as the PRODUCT); and
WHEREAS, LICENSEE is in the business of the commercial exploitation of
environmentally friendly products; and
WHEREAS, LICENSOR is desirous of licensing the world-wide exclusive marketing
rights to the PRODUCT to license; and
WHEREAS, LICENSEE is desirous of obtaining said license.
NOW, THEREFORE, it is agreed as follows:
1. LICENSOR agrees to grant to license the exclusive world-wide manufacturing
and marketing rights for the PRODUCT as described in United States Patent Number
5,144,816. This AGREEMENT and all rights conferred hereunder shall expire and be
of no further force and affect ten (10) years from the date hereof.
2. LICENSEE agreed to pay LICENSOR a minimum royalty of $2,500.00 per month,
which entitled LICENSOR to 300 units royalty free during any one year. Any sales
in excess of 300 units per annum shall entitle the LICENSOR to a royalty of
$100.00 per unit sold. Said payments for additional units sold shall be made no
later than 30 days after invoice, and/or delivery, whichever is sooner. In the
event the LICENSOR neglects or fails to make any payments due hereinunder,
LICENSEE shall, in writing, notify LICENSEE of default. In the default is not
cured within 60 days, this license shall be deemed null and void and LICENSEE
shall have no further rights to manufacture and sell any of the PRODUCT with the
exception of any units already manufactured for which LICENSOR shall receive
$100.00 per unit when sold and for which payment has been received, but in no
event later than 30 days after delivery or invoice, whichever is sooner.
3. LICENSEE shall pay to the LICENSOR the first year's minimum royalty of
$30,000.00 by cash or certified check on the day this LICENSE AGREEMENT is
executed by the parties.
4. LICENSOR hereby represents the following:
(a) The PRODUCT is patented under a United States Patent, a copy of which is
attached hereto.
(b) LICENSOR or its principals know of no other patent which is similar to the
patent of LICENSOR and that LICENSOR'S patent does not infringe and will not
infringe on any other United States Patent.
(c) The PRODUCT is approved and listed by Underwriter's Laboratory and N.S.F.
for the purpose for which it's used.
(d) There currently exist a minimum of 200 installed units of the PRODUCT. All
of said units are in good working order and functionary for the purpose for
which they were installed. LICENSOR agrees to give LICENSEE all names, addresses
and all information the LICENSOR possesses. Said customers shall become
customers of LICENSEE for all purposes.
(e) LICENSOR is the sole owner of the patent and manufacturing rights for the
PRODUCT, subject, however, to any claims legitimate or not legitimate of ▇▇▇▇▇▇▇
▇▇▇▇▇ which the LICENSEE agrees to assume and save the LICENSOR harmless
therefrom.
5. LICENSEE agrees to maintain complete records in accordance with generally
accepted principals which accurately reflect the activities of LICENSEE under
this AGREEMENT as are pertinent to an accurate calculation of continuing
royalties. LICENSOR shall have the right, as its own expense, to have the
records maintained by LICENSEE hereunder inspected by a firm of certified public
accountants for the purpose of verifying the amount of continuing royalties due
and payable hereunder, but such rights of inspection shall be limited to no more
than two inspections per calendar year, and all information provided or obtained
by such certified public accountant, except the total amount of continuing
royalties accruing in each calendar quarter, shall be held by them in strict
confidence including as to LICENSOR.
6. LICENSOR represents to LICENSEE that a U.S. Patent exists covering this
technology. LICENSOR and LICENSEE agree that it is important to this AGREEMENT
that the LICENSOR Patent Rights be maintained.
7. The performance by the parties of their respective obligations under this
AGREEMENT shall be suspended for such period of time as they are prevented from
performing such obligations by reason of acts of God, fire, flood, explosion,
insurrection, riot, enemy attach, malicious mischief, order of the court or
other governmental authority, inability secure or delay in securing rights of
way, privileges, franchises, permits, and other events reasonably beyond the
control of the party subject thereto.
8. All notices required or permitted to be given pursuant to this AGREEMENT
shall be in writing and shall be deemed adequately given if delivered in person
or sent by Registered or Certified Mail, Return Receipt Requested.
9. This AGREEMENT shall be governed by and construed in accordance with the laws
of the State of Vermont.
10. This AGREEMENT represents the complete agreement of the parties with respect
to the subject matter hereof, and all prior agreements and negotiations are
merged herein. This
AGREEMENT may be amended or changed only by a written document purporting to do
so and signed by both parties.
11. If it shall at any time appear that any right or obligation provided in this
AGREEMENT is contrary to any law, treaty or regulation of a government to which
any party is subject, such right or obligation shall be deemed annulled, or
shall be modified to the extent required to comply with such law, treaty or
regulation.
12. This AGREEMENT is being executed in duplicate original form, each of which
shall serve and function as an original agreement for all purposes.
IN WITNESS WHEREOF, the undersigned have set their hands and seals this 6th day
of May, 1998.
IN PRESENCE OF: SAFE ALTERNATIVES CORPORATION
OF AMERICA, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Witness to ALL signatures ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Witness to ALL signatures
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇, Individually
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇, Individually