Exhibit 10.8
EXCLUSIVE LICENSE AGREEMENT
This Exclusive License Agreement (hereinafter called "Agreement"), to be
effective as of the 16th day of April, 2004 (hereinafter called "Agreement
Date"), is by and between is made by and between Screen Media Technology AS
("SCREEN MEDIA" or "Licensor"), a company with its principal place of business
at ▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇, that provides mobile and advanced
computing and communicatoins solution that owns certain applied technologies;
and Redox Technology Corp. ("LICENSEE") a Nevada, U.S. corporation with its
principal place of business located in Alameda, California, this 16th day of
("Effective Date").
WITNESSETH:
WHEREAS, SCREEN MEDIA is the owner of the Subject Technology as defined below;
and
WHEREAS, SCREEN MEDIA is willing to grant a royalty bearing, limited exclusive
license to the Subject Technology to LICENSEE on the terms set forth herein; and
WHEREAS, LICENSEE desires to obtain said exclusive license under the Subject
Technology.
WHEREAS, although the parties have, within them, a related party, ▇▇▇▇▇ ▇▇▇▇▇▇▇,
SCREEN MEDIA and Licensee nevertheless wish to reserve the right to amend this
Agreement within 90 days of its execution to make adjustments to minimum
thresholds, royalty percentages, territory, etc.
NOW, THEREFORE, for and in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, the Parties hereto expressly
agree as follows:
1. DEFINITIONS AS USED HEREIN
1.1 The term "Subject Technology" shall mean all technology, software, know-how,
methods, documents, materials, tests, all improvements thereto, and all
confidential information related to Screen Media's product line which was
developed by SCREEN MEDIA. The term "Subject Technology" shall also includes
pending U.S. Patent Applications, if any, together with all applications for
patent or like protection on said invention and all patents or like protection
that may in the future be granted on said invention whether in the United States
of America or any other country and all substitutions for and divisions,
continuations, continuations in part, renewals, reissues, extensions and the
like on said applications and patents.
1.2 The term "Licensed Product(s)" shall mean all products that incorporate,
utilize or are made with the use of the Subject Technology.
1.3 The term "Territory" shall initially mean the United States, which Territory
is subject to modification upon the Amendment of this Agreement.
1.4 The term "Net Sales" shall mean the gross amount of monies or cash
equivalent of other consideration which is paid by unrelated third parties to
LICENSEE for the Licensed Products by sale or other mode of transfer, less all
trade, quantity and cash discounts actually allowed, credits, and allowances
actually granted on account of rejections, returns or billing errors, duties,
transportation and insurance, taxes and other governmental charges actually
paid. The term "Net Sales" in the case of non-cash sales, shall mean all
equivalent or other consideration received by LICENSEE for the Licensed
Products.
1.5 The term "Affiliates" shall mean any corporation, partnership, joint venture
or other entity of which the common stock or other equity ownership thereof is
twenty five percent (25%) or more owned by LICENSEE.
1.6 The term "the Parties" shall mean LICENSEE and SCREEN MEDIA.
1.7 The term "SUBLICENSING REVENUE" shall mean all cash, sublicensing fees,
royalties and all other payments and the cash equivalent thereof paid to
LICENSEE by sublicensees of LICENSEE of its rights hereunder.
2. GRANT OF LICENSE
2.1 SCREEN MEDIA hereby grants to LICENSEE an exclusive, right and license under
the Subject Technology to make, use, market, sell and offer for sale Licensed
Products in the Territory to be defined by the parties
2.2 SCREEN MEDIA shall at all times retain the right to:
(i) use the Subject Technology for its own marketing in defined
geographic regions.
(ii) grant any non-exclusive license to the Subject Technology that
SCREEN MEDIA is required by law or regulation to grant to the United
States of America or to a foreign state pursuant to an existing or
future treaty with the United States of America; and
(iii) grant non-exclusive licenses and other rights to the Subject
Technology to third parties, whether such be commercial entities,
academic institutions or other persons.
2.3 LICENSEE shall not have the right to use the Licensed Products for any
purpose other than to distribute, market, License and support the Licensed
Products in the Territory in accordance with this Agreement.
Distributor/Licensee agrees not to distribute, market, License, support or
otherwise deal with the Licensed Products outside the Territory, and to promptly
refer to SCREEN MEDIA any inquiry or other communication from or about potential
customers outside the Territory for any products of SCREEN MEDIA.
3. MARKETING EFFORTS
LICENSEE shall use reasonable efforts, as defined herein, to effect assiduously
the introduction of Licensed Products into the commercial market as soon as
practicable, marketing the Licensed Products with the same diligence as LICENSEE
employs for comparable products marketed by LICENSEE.
4. PAYMENTS AND REPORTS
4.1 As consideration for the rights conveyed by SCREEN MEDIA under this
Agreement, LICENSEE shall pay SCREEN MEDIA a license fee of $25,000 within 90
days of the execution of this agreement, plus 3,000,000 shares of the Common
Stock of LICENSEE ("License Fee Shares"), issuable upon execution of this
Agreement.
4.2 In addition to the foregoing license execution fee, LICENSEE shall pay
SCREEN MEDIA a running royalty of two and a half percent (2.5%) of Net Sales.
Such running royalties shall be payable as provided in Paragraph 4.5.
4.3 In the event that the running royalties paid on Net Sales in any calendar
year do not reach the minimum amount set out below for such year, LICENSEE shall
pay an additional amount with the payment due for the period ending December 31
of such year, so that the total amount paid for such year shall reach such
minimum amount:
Year One $100,000
Year Two $250,000
Year Three $500,000
Year Four $750,000
Year Five and after $1,000,000
4.4 In addition to the foregoing fees and running royalties, LICENSEE agrees to
pay to SCREEN MEDIA as royalties hereunder, five percent (5%) of all
SUBLICENSING REVENUE.
4.6 Payment of the royalties specified in Paragraph 4.2 and Paragraph 4.3 shall
be made by LICENSEE to SCREEN MEDIA within thirty (30) days after March 31, June
30, September 30 and December 31 of each year during the term of this Agreement
covering the quantity of Licensed Products sold by LICENSEE during the preceding
calendar quarter. After termination or expiration of this Agreement, a final
payment shall be made by LICENSEE covering the whole or partial calendar
quarter. Each quarterly payment shall be accompanied by a written statement of
Net Sales of Licensed Products by LICENSEE during such calendar quarter. Such
written statements shall be duly signed by an authorized signatory of LICENSEE
on behalf of LICENSEE and shall show the Net Sales of Licensed Products by
LICENSEE during such calendar quarter and the amount of royalties payable under
this Agreement based thereon.
4.7 Should LICENSEE fail to make any payment whatsoever due and payable to
SCREEN MEDIA hereunder, SCREEN MEDIA may, at its sole option, terminate this
Agreement as provided in Paragraph 7.2.
4.8 All payments due hereunder are expressed in and shall be paid by check
payable in United States of America currency, without deduction of exchange,
collection or other charges, to SCREEN MEDIA, or to the account of SCREEN MEDIA
at such other bank as SCREEN MEDIA may from time to time designate by notice to
LICENSEE.
4.9 In the event that any payment due hereunder is not made when due, the
payment shall accrue interest beginning on the tenth day following the due date
thereof, calculated at the annual rate of the sum of (a) two percent (2%) plus
(b) the prime interest rate quoted by The Wall Street Journal on the date said
payment is due, the interest being compounded on the last day of each calendar
quarter, provided, however, that in no event shall said annual interest rate
exceed the maximum legal interest rate for corporations. Each such royalty
payment when made shall be accompanied by all interest so accrued. Said interest
and the payment and acceptance thereof shall not negate or waive the right of
SCREEN MEDIA to seek any other remedy, legal or equitable, to which it may be
entitled because of the delinquency of any payment.
5. RECORDS AND INSPECTION
LICENSEE shall maintain or cause to be maintained a true and correct set of
records pertaining to the Net Sales of Licensed Products by LICENSEE under this
Agreement. During the term of this Agreement and for a period of two (2) years
thereafter, LICENSEE agrees to permit an accountant selected and paid by SCREEN
MEDIA and reasonably acceptable to LICENSEE to have access during ordinary
business hours to such records as are maintained by LICENSEE as may be
necessary, in the opinion of such accountant, to determine the correctness of
any report and/or payment made under this Agreement. In the event that the audit
reveals an underpayment of royalty by more than five percent (5%), the cost of
the audit shall be paid by LICENSEE. If the underpayment is less than five
percent (5%) but more than two percent (2%), LICENSEE and SCREEN MEDIA shall
each pay fifty percent (50%) of the cost of the independent audit. Such
accountant shall maintain in confidence, and shall not disclose to SCREEN MEDIA,
any information concerning LICENSEE or its operations or properties other than
information directly relating to the correctness of such reports and payments.
6. SUBLICENSES
All sublicenses granted by LICENSEE of its rights hereunder shall be subject to
the terms of this License Agreement and shall provide for the payment of
royalties hereunder at least to the levels specified for payments by LICENSEE to
SCREEN MEDIA in Paragraph 4.2 hereof. LICENSEE shall obtain prior written
approval from SCREEN MEDIA, which shall not be unreasonably withheld, prior to
entering into any sublicensing agreement. LICENSEE shall be responsible for its
sublicensees and shall not grant any rights which are inconsistent with the
rights granted to and obligations of LICENSEE hereunder. Any act or omission of
a sublicensee which would be a breach of this License Agreement if performed by
LICENSEE shall be deemed to be a breach by LICENSEE of this License Agreement.
Each sublicense agreement granted by LICENSEE shall include an audit right by
SCREEN MEDIA of the same scope as provided in Paragraph 5 hereof with respect to
LICENSEE. No such sublicense agreement shall contain any provision which would
cause it to extend beyond the term of this License Agreement. LICENSEE shall
give SCREEN MEDIA prompt notification of the identify and address of each
sublicensee with whom it concludes a sublicense agreement and shall supply
SCREEN MEDIA with a copy of each such sublicense agreement.
7. PATENTS AND INFRINGEMENT
7.1 After the Agreement Date, LICENSEE agrees to pay all costs, incident to the
United States and foreign applications, patents and like protection, including
all costs incurred for filing, prosecution, issuance and maintenance fees as
well as any costs incurred in filling continuations, continuations-in-part,
divisionals or related applications and any re-examination or reissue
proceedings.
7.2 In the event that LICENSEE decides not to continue prosecution of a patent
application to issuance or maintain any United States or foreign patent
application or patent on technology within the Patent Rights, LICENSEE shall
timely notify SCREEN MEDIA in writing in order that SCREEN MEDIA may file United
States and said foreign applications and continue said prosecution or
maintenance of such patent applications at its own expense. LICENSEE's right
under this Agreement to practice the invention under this patent shall
immediately terminate upon SCREEN MEDIA's assuming said costs. If LICENSEE fails
to notify SCREEN MEDIA in sufficient time for SCREEN MEDIA to assume the cost,
LICENSEE shall be considered in default of this Agreement.
7.3 LICENSEE agrees to keep SCREEN MEDIA fully informed, at LICENSEE's expense,
of prosecutions pursuant to this Section 7 including submitting to SCREEN MEDIA
copies of all official actions and responses thereto; provided, however, SCREEN
MEDIA shall be responsible for any of its expenses including attorney's fees
that SCREEN MEDIA incurs in reviewing and commenting on the information SCREEN
MEDIA received from the LICENSEE. LICENSEE shall consult SCREEN MEDIA regarding
any abandonment of the prosecution of the patents.
7.4 SCREEN MEDIA agrees to reasonably cooperate with LICENSEE to whatever extent
is reasonably necessary to procure patent protection of any rights, including
fully agreeing to execute any and all documents to provide LICENSEE the full
benefit of the licenses granted herein.
7.5 Each Party shall promptly inform the other of any suspected infringement of
any claims in the Patent Rights or misuse, misappropriation, theft or breach of
confidence of other proprietary rights in the Subject Technology by a third
party, and with respect to such activities as are suspected, LICENSEE shall have
the right, but not the obligation, to institute an action for infringement,
misuse, misappropriation, theft or breach of confidence of the proprietary
rights against such third party. If LICENSEE fails to bring such an action or
proceeding within a period of three (3) months after receiving notice or
otherwise having knowledge of such infringement, then SCREEN MEDIA shall have
the right, but not the obligation, to prosecute at its own expense any such
claim. Should either SCREEN MEDIA or LICENSEE commence suit under the provisions
of this Paragraph 7.5 and thereafter elect to abandon the same, it shall give
timely notice to the other Party who may, if it so desires, continue prosecution
of such action or proceeding. All recoveries, whether by judgment, award, decree
or settlement, from infringement or misuse of Subject Technology shall be
apportioned as follows: the Party bringing the action or proceeding shall first
recover an amount equal to two (2) times the costs and expenses incurred by such
Party directly related to the prosecution of such action or proceeding and the
remainder shall be divided equally between LICENSEE and SCREEN MEDIA.
7.6 Neither SCREEN MEDIA nor LICENSEE shall settle any action covered by
Paragraph 7.5 without first obtaining the consent of the other Party, which
consent will not be unreasonably withheld.
7.7 SCREEN MEDIA shall not be liable for any losses incurred as the result of an
action for infringement brought against LICENSEE as the result of LICENSEE's
exercise of any right granted under this Agreement. The decision to defend or
not defend shall be in LICENSEE's sole discretion.
8. TERM AND TERMINATION
8.1 Unless earlier terminated as hereinafter provided, this Agreement shall
extend for the life of the last to expire patent issued on the Subject
Technology and shall then expire automatically, or if no patent issues on the
Subject Technology, this Agreement shall continue in full force and effect for a
period of ten (10) years from the first commercial sale of Licensed Products by
LICENSEE. After such expiration, LICENSEE shall have a perpetual, royalty-free
license to the Subject Technology.
8.2 In the event of default or failure by LICENSEE to perform any of the terms,
covenants or provisions of this Agreement, LICENSEE shall have thirty (30) days
after the giving of written notice of such default by SCREEN MEDIA to correct
such default. If such default is not corrected within the said thirty (30) day
period, SCREEN MEDIA shall have the right, at its option, to cancel and
terminate this Agreement. The failure of SCREEN MEDIA to exercise such right of
termination for non-payment of royalties or otherwise shall not be deemed to be
a waiver of any right SCREEN MEDIA might have, nor shall such failure preclude
SCREEN MEDIA from exercising or enforcing said right upon any subsequent failure
by LICENSEE.
8.3 SCREEN MEDIA shall have the right, at its option, to cancel and terminate
this Agreement in the event that LICENSEE shall (i) become involved in
insolvency, dissolution, bankruptcy or receivership proceedings affecting the
operation of its business or (ii) make an assignment of all or substantially all
of its assets for the benefit of creditors, or in the event that (iii) a
receiver or trustee is appointed for LICENSEE and LICENSEE shall, after the
expiration of thirty (30) days following any of the events enumerated above,
have been unable to secure a dismissal, stay or other suspension of such
proceedings. In the event of termination of this Agreement all rights to the
Subject Technology shall revert to SCREEN MEDIA.
8.4 At the date of any termination of this Agreement pursuant to Paragraph 8.2
hereof for breach by LICENSEE, or pursuant to Paragraph 8.3 hereof, as of the
receipt by LICENSEE of notice of such termination, LICENSEE shall immediately
cease using any of the Subject Technology and return all copies of the same to
SCREEN MEDIA; provided, however, that LICENSEE may dispose of any Licensed
Products actually in the possession of LICENSEE prior to the Agreement Date of
termination, subject to LICENSEE's paying to SCREEN MEDIA running royalties in
accordance with Paragraph 4.2 with respect thereto and otherwise complying with
the terms of this Agreement.
8.5 No termination of this Agreement shall constitute a termination or a waiver
of any rights of either Party against the other Party accruing at or prior to
the time of such termination. The obligations of Sections 5 and 13 shall survive
termination of this Agreement.
9. ASSIGNABILITY
This Agreement shall be binding upon and shall inure to the benefit of SCREEN
MEDIA and its assigns and successors in interest, and shall be binding upon and
shall inure to the benefit of LICENSEE and the successor to all or substantially
all of its assets or business to which this Agreement relates, but shall not
otherwise be assignable or assigned by LICENSEE without prior written approval
by SCREEN MEDIA being first obtained, which approval shall not be unreasonably
withheld.
10. GOVERNMENTAL COMPLIANCE
LICENSEE shall at all times during the term of this Agreement and for
so long as it shall sell Licensed Products comply and cause its sublicensees to
comply with all laws that may control the import, export, manufacture, use,
sale, marketing, distribution and other commercial exploitation of Licensed
Products or any other activity undertaken pursuant to this Agreement.
11. GOVERNING LAW
This Agreement shall be deemed to be subject to, and have been made
under, and shall be construed and interpreted in accordance with the laws of the
State of Delaware and the US Federal Laws. This Agreement is expressly
acknowledged to be subject to all federal laws including but not limited to the
Export Administration Act of the United States of America. No conflict-of-laws
rule or law that might refer such construction and interpretation to the laws of
another state, republic, or country shall be considered.
This Agreement is performable in part in Alameda County, California,
and the Parties mutually agree that personal jurisdiction and venue shall be
proper in the state and federal courts situated in Alameda County, California,
and agree that any litigated dispute will be conducted solely in such courts.
12. ADDRESSES
Any payment, notice or other communication pursuant to this Agreement shall be
sufficiently made or given on the date of mailing if sent to such Party by first
class mail, postage prepaid, addressed to it at its address below or as it shall
designate by written notice given to the other Party:
In the case of SCREEN MEDIA with a copy to:
NAME ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
TITLE President
ADDRESS ▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇
In the case of LICENSEE: With a copy to:
NAME ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
TITLE Chief Financial Officer
ADDRESS ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
13. ADDITIONAL PROVISIONS
13.1 Use of the Screen Media's Name. LICENSEE agrees that it may not use in any
way the name Screen Media Technology or any logotypes or symbols associated with
SCREEN MEDIA or the names of any of the scientists or other researchers at
SCREEN MEDIA without the prior written consent of SCREEN MEDIA.
13.2 Confidentiality. LICENSEE agrees to maintain the Subject Technology in
confidence, and to use the same only in accordance with this Agreement. Such
obligation of confidentiality shall not apply to information which LICENSEE can
demonstrate: (i) was at the time of disclosure in the public domain; (ii) has
come into the public domain after disclosure through no fault of LICENSEE; (iii)
was known to LICENSEE prior to disclosure thereof by SCREEN MEDIA; (iv) was
lawfully disclosed to LICENSEE by a third party which was not under an
obligation of confidence to SCREEN MEDIA with respect thereto; (v) which
LICENSEE can reasonably demonstrate was independently developed by LICENSEE
without use of the Subject Technology; or (vi) which LICENSEE shall be compelled
to disclose by law or legal process. The foregoing obligation of confidentiality
shall survive termination of this Agreement.
13.3 Indemnity. Each Party shall notify the other of any claim, lawsuit or other
proceeding related to the Subject Technology. Subject to the following sentence,
LICENSEE agrees that it will defend, indemnify and hold harmless SCREEN MEDIA,
its faculty members, scientists, researchers, employees, officers, trustees,
directors, and agents and each of them (the "Indemnified Parties"), from and
against any and all claims, causes of action, lawsuits or other proceedings
filed or otherwise instituted against any of the Indemnified Parties related
directly or indirectly to or arising out of the design, process, manufacture, or
use by any person or party of the Subject Technology, the Licensed Products or
any other embodiment of the Subject Technology even though such claims, causes
of action, lawsuits or other proceedings and the costs (including attorney's
fees) related thereto result in whole or in part from the negligence of any of
the Indemnified Parties. Notwithstanding any provisions herein to the contrary,
SCREEN MEDIA shall indemnify LICENSEE for any claims for injuries to persons or
property damage which occur on SCREEN MEDIA premises or premises under the
exclusive control of SCREEN MEDIA. LICENSEE will also assume responsibility for
all costs and expenses related to such claims and lawsuits for which it is
obligated to indemnify the Indemnified Parties pursuant to this Paragraph 13.3,
including, but not limited to, the payment of all reasonable attorneys' fees and
costs of litigation or other defense.
13.4 Insurance. LICENSEE intends, for so long as LICENSEE distributes, uses or
sells any Licensed Product(s), to maintain in full force and effect policies of
(i) worker's compensation and/or employers' liability insurance within statutory
limits, (ii) general liability insurance (with broad form general liability
endorsement) with limits of not less than five million dollars ($5,000,000) per
occurrence with no annual aggregate and (iii) products liability insurance, with
limits of not less than five million dollars ($5,000,000) per occurrence with no
annual aggregate. Such coverage(s) shall be purchased from a carrier or carriers
deemed acceptable to SCREEN MEDIA with no annual aggregate and shall name SCREEN
MEDIA as an additional insured. Upon request by SCREEN MEDIA, LICENSEE shall
provide to SCREEN MEDIA copies of said policies of insurance. These policies are
not presently held by LICENSEE and LICENSEE will purchase such policies upon
receiving its final trance of funding in 2004.
13.5 SCREEN MEDIA's Disclaimers. Neither SCREEN MEDIA, nor any of its faculty
members, researchers, trustees, officers, employees, directors, or agents assume
any responsibility for the manufacture, product specifications, sale or use of
the Subject Technology or the Licensed Products which are manufactured by or
sold by LICENSEE.
13.6 Independent Contractors. The Parties hereby acknowledge and agree that each
is an independent contractor and that neither Party shall be considered to be
the agent, representative, master or servant of the other Party for any purpose
whatsoever, and that neither Party has any authority to enter into a contract,
to assume any obligation or to give warranties or representations on behalf of
the other Party. Nothing in this relationship shall be construed to create a
relationship of joint venture, partnership, fiduciary or other similar
relationship between the Parties.
13.7 DISCLAIMER OF WARRANTY. THE COLLEGE MAKES NO WARRANTIES OR REPRESENTATIONS,
EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF FITNESS OR
MERCHANTABILITY, REGARDING OR WITH RESPECT TO THE SUBJECT TECHNOLOGY OR LICENSED
PRODUCTS AND THE COLLEGE MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESSED OR
IMPLIED, OF THE PATENTABILITY OF THE SUBJECT TECHNOLOGY OR LICENSED PRODUCTS OR
OF THE ENFORCEABILITY OF ANY PATENTS ISSUING THEREUPON , IF ANY, OR THAT THE
SUBJECT TECHNOLOGY OR LICENSED PRODUCTS ARE OR SHALL BE FREE FROM INFRINGEMENT
OF ANY PATENT OR OTHER RIGHTS OF THIRD PARTIES.
13.8 Non-Waiver. The Parties covenant and agree that if a Party fails or
neglects for any reason to take advantage of any of the terms provided for the
termination of this Agreement or if a Party, having the right to declare this
Agreement terminated, shall fail to do so, any such failure or neglect by such
Party shall not be a waiver or be deemed or be construed to be a waiver of any
cause for the termination of this Agreement subsequently arising, or as a waiver
of any of the terms, covenants or conditions of this Agreement or of the
performance thereof. None of the terms, covenants and conditions of this
Agreement may be waived by a Party except by its written consent.
13.9 Reformation. All Parties hereby agree that neither Party intends to violate
any public policy, statutory or common law, rule, regulation, treaty or decision
of any government agency or executive body thereof of any country or community
or association of countries; that if any word, sentence, paragraph or clause or
combination thereof of this Agreement is found, by a court or executive body
with judicial powers having jurisdiction over this Agreement or any of its
Parties hereto, in a final unappealed order to be in violation of any such
provision in any country or community or association of countries, such words,
sentences, paragraphs or clauses or combination shall be inoperative in such
country or community or association of countries, and the remainder of this
Agreement shall remain binding upon the Parties hereto.
13.10 Force Majeure. No liability hereunder shall result to a Party by reason of
delay in performance caused by force majeure, that is circumstances beyond the
reasonable control of the Party, including, without limitation, acts of God,
fire, flood, war, civil unrest, labor unrest, or shortage of or inability to
obtain material as equipment.
13.11 Entire Agreement. The terms and conditions herein constitute the entire
agreement between the Parties and shall supersede all previous agreements,
either oral or written, between the Parties hereto with respect to the subject
matter hereof. No agreement of understanding bearing on this Agreement shall be
binding upon either Party hereto unless it shall be in writing and signed by the
duly authorized officer or representative of each of the Parties and shall
expressly refer to this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed and delivered this
Agreement in multiple originals by their duly authorized officers and
representatives on the respective dates shown below, but effective as of the
Agreement Date.
LICENSEE: Redox Technology Corp.
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Financial Officer
Date:_____________________
LICENSOR: Screen Media Technology, AS.
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
Date:_____________________