LICENSE AGREEMENT
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THIS AGREEMENT MADE EFFECTIVE AND EXECUTED AS OF MAY 31, 2000 (the "Effective
Date").
BETWEEN:
REACH TECHNOLOGIES, INC
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Suite 201 - 2288 W 12th Ave
Vancouver, B.C.
V6K 4R2
("REACH")
AND:
BERT LOGIC INC.
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Unit 130 - 2188 No. 5 Road
Richmond, B.C.
Canada V6X 2T1
("BERT")
WHEREAS:
A. REACH (a British Columbia Corporation) is in the business producing Bit
Error Rate Testers;
B. BERT (a Washington Corporation) is a corporation specifically created to
market REACH'S Bit Error Rate Testers through the purchase of this Licensing
Agreement (the "Transaction");
C. REACH and BERT agree that this Agreement will constitute a binding
agreement upon them in respect of the Transaction, such to be on the terms and
conditions contained herein;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants
and agreements herein contained, the parties hereto do covenant and agree (the
"Agreement") each with the other as follows:
1. REPRESENTATIONS AND WARRANTIES
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1.1 BERT represents and warrants to REACH that BERT has good and sufficient
right and authority to enter into this Agreement and carry out its obligations
under this Agreement on the terms and conditions set forth herein, and this
Agreement is a binding agreement upon BERT enforceable against it in accordance
with its terms and conditions.
1.2 REACH represents and warrants to BERT that REACH has good and sufficient
right and authority to enter into this Agreement and carry out its obligations
under this Agreement on the terms and conditions set forth herein, and this
Agreement is a binding agreement upon REACH enforceable against it in accordance
with its terms and conditions.
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2. LICENSE
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2.1 BERT and REACH agree that, subject to the terms and conditions of this
Agreement, BERT will have the exclusive right to market and sell the Bit Error
Rate Tester licensed product line in Washington DC, Virginia, West Virginia,
Maryland, Pennsylvania, New York, Connecticut, Massachusetts, Vermont, New
Hampshire, Maine, Ohio, Kentucky and Tennessee from REACH .
2.2 The licensed product line consists of 0 to 40 Megabit per second Bit
Error Rate Testers that are configured for laboratory and onsite use. Models
consist of laboratory, rack mount and portable versions. See Appendix A for a
price list describing the product and options under licence ("the Bit Error Rate
Tester licensed product line").
2.3 BERT has the exclusive right to distribute and market the Bit Error Rate
Tester licensed product line for an initial period beginning May 31, 2000
expiring May 31, 2003 ("the Term")
2.4 The current price for the REACH licensed product line is disclosed in
Appendix A of this License Agreement
2.5 REACH may charge its pricing on 30 days' notice.
2.6 This Agreement may be renewed by mutual agreement between BERT Logic
Inc. and Reach Technologies Inc. for additional three-year periods.
2.7 This Agreement may be terminated by BERT at any time upon notice to
REACH, and by REACH for cause, which includes the bankruptcy or insolvency of
BERT; or the conviction of BERT, its officers or directors, of any crime
involving moral turpitude.
2.8 As consideration for this Agreement BERT shall pay $10,000 to REACH.
3. GENERAL
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3.1 Time and each of the terms and conditions of this Agreement shall be of
the essence of this Agreement.
3.2 This Agreement constitutes the entire agreement between the parties
hereto in respect of the matters referred to herein.
3.3 The parties hereto shall execute and deliver all such further documents
and do all such acts as any party may, either before or after the execution of
this Agreement, reasonably require of the other in order that the full intent
and meaning of this Agreement is carried out.
3.4 No amendment or interpretation of this Agreement shall be binding upon
the parties hereto unless such amendment or interpretation is in written form
executed by all of the parties to this Agreement.
3.5 Any notice or other communication of any kind whatsoever to be given
under this Agreement shall be in writing and shall be delivered by hand, email
or by mail to the parties at:
<PAGE>
Reach Technologies, Inc. BERT Logic Inc.
Suite 201 - 2288 W 12th Ave Unit 130 - 2188 No. 5 Road
Vancouver, B.C. Richmaond, B.C.
V6K 4R2 Canada V6X 2T1
Attention: Jeff Dilabough Attention: Lance Rudelscheim
or to such other addresses as may be given in writing by the parties hereto in
the manner provided for in this paragraph.
3.6 This Agreement may not be assigned by any party hereto without the prior
written consent of all of the parties hereto.
3.7 This Agreement shall be governed by the laws of Washington State
applicable therein, and the parties hereby attorn to the jurisdiction of the
Courts of Washington State.
3.8 This Agreement may be signed by fax and in counterpart.
IN WITNESS WHEREOF the parties have hereunto set their hands and seals effective
as of the Effective Date first above written.
SIGNED, SEALED AND DELIVERED BY SIGNED, SEALED AND DELIVERED BY
REACH TECHNOLOGIES, INC. BERT LOGIC INC.
per: per:
/s/ /s/
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Authorized Signatory Authorized Signatory
Name of Signatory: Name of Signatory:
Mike Frankenberger Lance Rudelscheim
Title of Signatory: Director Title of Signatory: Director
<PAGE>
APPENDIX A
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BERT PRODUCT MODEL NUMBER WHOLESALE PRICE
BERT with h/w, s/w & manual BERT-40-Kit $ 3,150
BERT-with PC & Monitor BERT-40-L $ 4,950
BERT with rack-mount PC BERT-40-R $ 5,850
BERT with portable PC BERT-40-P $ 10,890
Additional BERT channel BERT-40-C $ 3,150
BERT S/W Development Kit BERT-SDK $ 675
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