LICENSING AGREEMENT
GENERAL TERMS & CONDITIONS June 29,
1999
Between:
▇▇▇▇▇▇▇▇▇▇.▇▇▇ a company incorporated pursuant to the laws of the State
of Nevada;
(the "Licensor")
AND:
▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, a company incorporated pursuant to the laws of the
state of Nevada;
(the "Company")
Whereas the Licensor has a 100% ownership interest in certain streaming
video technology known as the "Technology", which it wishes to license
to the Company on a non-exclusive basis and the Company wishes to have a
non-exclusive license to the Technology.
Now therefore this agreement witnesses that in consideration of the
premises and the mutual agreements and covenants herein contained (the
receipt and sufficiency of which is acknowledged by each party) the
parties hereby covenant and agree as follows:
1. DEFINITIONS
1.1 The terms defined in this section shall have the following
meanings for the purposes of this Agreement:
(a) "Closing Date" is the date of execution of this agreement; .
(b) "Confidential Information" means all information (including,
without limitation, Technology, trade secrets, know-how,
specifications, analyses, formulas, drawings, data, reports,
patterns, devices, plans, processes, methodologies or
compilations) and any other documentation, whether written,
graphic or stored electronically or magnetically, belonging
to either party which may not be generally known;
c) "Standard Code" means the current version of the streaming
audio and video Technology developed by the Licensor. It is
expressly understood that base level encoding and
compression technology is part of the Standard Code;
further, thinning and bandwidth negotiation are part of the
Standard Code to the extent such technologies are used in
the current version of the Technology.
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"Documentation" shall mean any and all systems manuals.
2. LICENSE GRANTS
2.1 Licensor hereby grants to the Company, and the Company hereby
accepts, a non- exclusive worldwide right and license, with right
to sublicense, to do any and all of the following: use, modify,
prepare derivative works of, include in other product material,
copy and produce, make and have made, publicly display, publicly
perform, license, support, maintain, market, distribute otherwise
commercialize the Licensed Technology, in both object code and
source code form, the Documentation and any related know-how.
2.2 The Company shall assume no liabilities nor shall it become liable
for any liabilities of the Licensor or its business undertaking
and the Licensor shall pay, satisfy, assume, discharge, observe,
perform, fulfill and indemnify and save harmless the Company from
and against any such liabilities.
2.3 The Company shall issue on the Closing Date to the Licensor TWO
HUNDRED AND FIFTY THOUSAND (250,000) common shares in
consideration of granting an non-exclusive license in the
Technology to the Company for a period of twelve months.
2.4 The Company shall also pay to the Licensor the sum of TWENTY FIVE
THOUSAND DOLLARS ($25,000) per month commencing on the date of
execution of the expanded version of the Licensing Agreement for a
period of twelve months thereafter. The monthly payment of
$25,000 will be renegotiated at the completion of the initial
twelve month term.
2.5 After the expiration of the initial one year term, the Company may
extend the agreement by issuing the following Rule 144 shares to
the Licensor on the anniversary date of this Agreement:
First anniversary 90,000 common Rule 144 shares
Second anniversary 80,000 common Rule 144 shares
Third anniversary 70,000 common Rule 144 shares
Fourth anniversary 60,000 common Rule 144 shares
Fifth anniversary 50,000 common Rule 144 shares
Sixth anniversary and
Every anniversary thereafter 50,000 common Rule 144 shares
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2.6 Both parties agree that within 60 days an expanded version of this
Licensing Agreement listing the exact code and terms and use for
optimal benefit of the parties will be finalized.
3. SHARE RESTRICTIONS
3.1 The Licensor acknowledges that the ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ shares to be
issued hereunder are issued pursuant to Rule 144 of the Securities
and Exchange Commission and as such are subject to certain selling
restrictions. The Licensor agrees not to resell the PhantomFilm
shares otherwise than in accordance with application securities
legislation. The Licensor agrees to execute all documents and make
such filings as may be required on the part of the Licensor under
applicable securities legislation.
ADJUSTMENT IN SHARE CAPITAL OF THE COMPANY
4.1 In case of any capital reorganization or reclassification of the
shares of common stock of the Company, or in case of any
consolidation or merger of the Company into another corporation,
then the number of shares that the Licensor shall receive shall be
proportionately decreased or increased accordingly.
5. LICENSOR'S REPRESENTATIONS AND WARRANTIES
5.1 The Licensor represents and warrants to the Company that:
(a) the Licensor is duly incorporated and validly exists under the
laws of the State of Nevada and is in good standing with respect
to all statutory filings required by the applicable corporate and
securities laws of the State of Nevada;
(b) the Licensor has good and sufficient corporate capacity, power and
authority to enter into this Agreement on the terms and conditions
herein set forth, to complete the transactions contemplated hereby
and to duly observe and perform all of its covenants and
obligations in accordance with the Agreement and all necessary
action has been taken by or on the part of the Licensor to
authorize the execution and delivery of the Agreement,
(c) the completion of the transactions contemplated hereby will not
result in any fees, duties, taxes, assessments or other amounts
relating to the Technology becoming due or payable;
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(d) the Licensor is the sole and exclusive owner of the entire right,
title, and interest in and to, and has the sole and exclusive
right to use, free and clear of any payment obligation or other
encumbrances or liabilities, all intellectual property relating to
the Technology, whether registered or not, which registrations are
in good standing, valid, subsisting and in full force and effect
in accordance with their terms;
(e) The Technology is legally and beneficially owned by the Licensor
and the Licensor has good and marketable title thereto free and
clear of all encumbrances and liabilities and the Technology is in
the Licensor's possession;
(f) The Licensor has full knowledge of the purpose for which the
Company intends to use the Technology and that the Technology is
free and clear of any and all defects which may adversely affect
the purpose for which the Company intends to use the Technology;
(g) The Agreement has been duly executed and delivered by the Licensor
and constitutes a legal, valid and binding obligation of the
Licensor, enforceable against it in accordance with its terms
subject to applicable bankruptcy, insolvency and other similar
laws affecting creditors' rights generally and except that the
remedies of specific performance, injunctive relief or other
equitable remedies may not be available in any particular
instance;
(h) The performance of this Agreement will not be in violation of the
incorporating documents of the Licensor, any law, judgement, rule,
or regulation to which the Licensor, its assets or the Technology
are subject or of any agreement to which the Licensor is a party
and will not result in the creation or imposition of any lien,
encumbrance or restriction of any nature whatsoever in favor of a
third party upon or against the Technology,
(i) The use of the Technology by the Licensor does not infringe or
otherwise violate any rights of any person or entity, and there is
no pending or, to the knowledge of the Licensor, threatened claim
alleging any such infringement or violation, or alleging any
defect in or invalidity, misuse or unenforceability of, or
challenging the ownership or use of the Licensor's rights with
respect to the Technology.
5.2 The representations and warranties of the Licensor contained in
this Agreement or any certificates or documents delivered pursuant
to the provisions hereof or in connection with the transactions
contemplated hereby will be true at and as of the Closing Date as
though such representations and warranties were made at and as of
such time.
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5.3 In the event that any of the said representations and warranties
are found to be incorrect and such incorrectness results in any-
loss or damage sustained directly or indirectly by the Company
then the Licensor will pay the amount of such loss or damage to
the Company within 30 days of receiving notice thereof provided
that the Company will not be entitled to make any claim unless the
loss or damage suffered will exceed the amount of $1,000.
6. COMPANY'S REPRESENTATIONS AND WARRANTIES. The Company represents
and warrants to the Licensor that:
(a) the Company is duly incorporated and validly exists under
the laws of the State of Nevada and is in good standing;
(b) on the Closing Date, 100,000 shares will be issued as fully
paid and non-assessable;
(c) the Company has the corporate power to own the assets owned
by it and to carry on the business carried on by it and is
licensed to carry on business in all places where it
conducts business;
(d) the Company has good and sufficient corporate capacity,
power and authority to enter into this Agreement on the
terms and conditions herein set forth, to complete the
transactions contemplated hereby and to duly observe and
perform all of its covenants and obligations in accordance
with this Agreement and all necessary action has been taken
by or on the part of the Company to authorize the execution
and delivery of this Agreement;
(e) the performance of this Agreement will not be in violation
of the incorporating documents of the Company or of any
agreement to which the Company is a party and will not give
any person or company any right to terminate or cancel any
agreement or any right enjoyed by the Company and will not
result in the creation or imposition of any lien,
encumbrance or restriction of any nature whatsoever in favor
of a third party upon or against the assets of the Company,
there are no actions, suits, proceedings, investigations,
complaints, orders, directives or notices of defect or
non-compliance by or before the courts, administrative
tribunal, arbitrator or governmental authority issued,
pending
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or, to the knowledge of the Company, threatened against or
affecting the Company, its business or its assets (including
proceedings or actions by any taxation authority) which, if
successful, could have a materially adverse effect on the
business of the Company.
6.2 The representations and warranties of the Company contained in
this Agreement or any certificates or documents delivered pursuant
to the provisions hereof or in connection with the transactions
contemplated hereby will be true at and as of the Closing Date as
though such representations and warranties were made at and as of
such time.
6.3 In the event that any of the said representations and warranties
are found to be incorrect and such incorrectness results in any
loss or damage sustained directly or indirectly by the Licensor,
then the Company will pay the amount of such loss or damage to the
Licensor within 30 days of receiving notice thereof provided that
the Licensor will not be entitled to make any claim unless the
loss or damage suffered will exceed the amount of $1,000.
7. CONDITIONS PRECEDENT
7.1 All obligations of the Licensor under this Agreement are further
subject to the Company delivering or causing to be delivered, on
the Closing Date,
(a) to the Licensor:
(i) a copy of the resolutions of the Directors of the
Company authorizing the form, execution and delivery
of this Agreement and the completion of the
transactions contemplated in this Agreement
(ii) a copy of the resolution of the Directors of the
Company authorizing the issue of 100,000 "restricted"
and "unregistered" shares to the Licensor.
7.2 All obligations of the Company under this Agreement are further
subject to:
(a) all consents and approvals required to be obtained by the
Licensor for the purpose of licensing the Technology have
been obtained;
(b) no material loss or damage having occurred to the Technology
since the date of this Agreement;
(c) the Licensor delivering or causing to be delivered to the
Company on the Closing Date:
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(i) a copy of the resolution of the Directors of the
Licensor authorizing the licensing of the Technology
to the Company;
(ii) a copy of the resolution of the Directors of the
Licensor authorizing the form, execution and delivery
of this Agreement and the transactions contemplated
herein;
(iii) the Technology.
7.3 The conditions set forth in paragraph 7.2 of this Agreement are
for the exclusive benefit of the Company and the Company may waive
the conditions in whole or in part by delivering to the Licensor,
at or before the time of closing, a written waiver to that effect
stated to be made pursuant to this subsection and executed by the
Company.
8 CLOSING
8.1 The licensing of the Technology and the issuance of the
PhantomFilm shares will take place on the Closing Date at the
offices of ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, #400, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ following the satisfaction of the
conditions precedent set out in Part 7 of this Agreement.
9 GENERAL
9.1 Time is of the essence in this Agreement.
9.2 The terms and provisions herein contained constitute the entire
agreement between the parties and supersede all previous oral or
written communications.
9.3 This Agreement will be governed by, construed and enforced in
accordance with the laws of the State of Nevada in the United
States.
9.4 References to dollar amounts in this Agreement means United
States.
9.5 This Agreement and each of its terms and provisions will enure to
the benefit of and be binding upon the parties to this Agreement
and their respective heirs, executors,administrators, personal
representatives, successors and assigns.
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9.6 If any one or more of the provisions contained in- this Agreement
should be invalid, illegal or unenforceable in any respect in any
jurisdiction, the validity, legality and enforceability of such
provisions or provisions will not in any way be affected or
impaired thereby in any other jurisdiction and the validity,
legality and enforceability of the remaining provisions contained
herein will not in any way be affected or impaired thereby, unless
in either case as a result of such determination this Agreement
would fail in its essential purpose.
9.7 This Agreement is not transferable or assignable without the
written consent of the other parties.
9.8 Any notices under this Agreement must be:
(a) in writing,
(b) delivered, telecopied or mailed by prepaid post, and
(c) addressed to the party to which notice is to be given at the
address for such party indicated herein or at another
address designed by such party in writing.
9.9 Notices shall be addressed as follows:
(a) if to the Company:
#▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: President
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(b) if to the Licensor:
#▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: President
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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9.10 This Agreement may be executed in as many counterparts as may be
necessary or by facsimile and each of the facsimile or counterpart
so executed shall be deemed to be an original and such
counterparts together shall constitute one and the same instrument
and notwithstanding the date of execution shall be deemed to bear
the date as set out on the first page of this Agreement.
MISCELLANEOUS
It is agreed that this Letter of Intent has been prepared solely
to outline the agreed upon licensing terms and as such may be
altered or amended by either party's legal representatives as long
as the terms of this Letter of Intent remain the same.
▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Per: Per:
/s/ ▇▇▇▇▇▇ de Noyo /s/ ▇▇▇▇▇ Perfect
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Authorized Signatory Authorized Signatory