LICENSE AND
MARKETING
AGREEMENT
BETWEEN
MCC TECHNOLOGIES, INC.
AND
PETER THOMSON
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INDEX TO LICENCE AGREEMENT
Page
1. Grant of Licence 4
2. Other Assistance 4
3. Use of Trademarks and Names & Intellectual Property 4
4. Conduct of the Business 5
5. Confidential Information 7
6. Non assignment 8
7. Inspections 8
8. Duration and Termination 9
9. Non Competition 9
10. Interpretation 10
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LICENCE AGREEMENT
THIS AGREEMENT is made the 1ST day of March 2000
BETWEEN Peter Thomson of Gibsons, British Columbia
hereinafter referred to as "the Licensor".
AND MCC Technologies, Inc., of Las Vegas, Nevada
hereinafter referred to as "the Licensee".
WHEREAS:
A. The "product" referred to in this Agreement is interactive voice response
(IVR) computer software primarily for the public transit industry. The licensor
is the owner of the technology and intellectual property necessary to promote,
market, sell and supply the computer software.
B. The Licensee wishes to enhance and further develop said computer software
and to promote, market, sell, and supply the computer software.
C. The manufacturing, promotion, marketing, sales, and supply of the
computer software is hereinafter referred to as "the business".
NOW THIS AGREEMENT WITNESSETH that in consideration of $5000.000, PAYMENT OF
WHICH IS HEREBY ACKNOWLEDGED, the agreements and promises set out in this
AGREEMENT the parties hereto hereby agree as follows:
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1. GRANT OF LICENCE
1.1 In consideration of the payment by the Licensee to the Licensor of the
amount of 15% of Gross Annual Sales of the "IVR software" the licensor hereby
grants to the Licensee a (non exclusive) Licence to carry on the business in
continental North America.
2. OTHER ASSISTANCE
2.1 As soon as practicable following the execution hereof the licensor shall
provide to the Licensee appropriate operations manuals to enable the licensee to
carry on the business and shall actively participate in the day to day operation
of the business.
2.2 The licensor shall without charge provide to the Licensee all
information on all improvements to the product at all times prior to termination
of this agreement PROVIDED ALWAYS THAT the Licensee has been active and using
its best endeavours in developing and enhancing, promoting, marketing, selling
and supplying the software.
3. USE OF TRADEMARKS AND NAMES & INTELLECTUAL PROPERTY.
3.1 The Licensee shall be entitled to carry on the business in its own name
and may use the trade name (IVR) or any of the Trade Names and Trade Marks of
the product provided that it complies with the relevant laws of the place in
which it is trading in relation to the use of such names.
3.2 The Licensee will not attempt to have registered in any place in the
world the names or trade marks or any other intellectual property of the product
without the consent of the licensor unless the licensor's interest as owner of
the product name, trade mark and other intellectual property is noted in such
registration and in any event the Licensee will notify the licensor of any such
registration.
3.3 The Licensee will not oppose the registration by the licensor of any
trade mark, product name or other intellectual property in any place and will
treat this Deed of
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Licence agreement as sufficient to allow the Licensee to carry on the business.
3.4 In the event that the laws of any State or country require the Licensee
to have any different style of agreement for user of the product the parties
agree to enter into such agreement so far as the terms thereof are not
inconsistent with this agreement.
4. CONDUCT OF THE BUSINESS
4.1 The Licensee will use only the designs, performance descriptions and
formulations provided by the licensor in the documentation in the promotion,
marketing and supply of the Inter Active Voice Response software.
4.2 The Licensee will indemnify the licensor in relation to any claims made
by any person in relation to the performance of the product where the licensor
has promised that the product will perform in any way which is not set out in
the performance descriptions which are contained in the operations manuals.
4.3 The Licensee will at all times conduct the business in a proper
businesslike and ethical manner.
4.4 The Licensee shall at all times comply with any legislation, statute, by
law, ordinance, regulation or government policy in relation to the carrying on
of the business.
4.5 The Licensee shall obtain all necessary permits, Licences, consents,
approvals or permits required by the law of the place where the business is
operated to enable the Licensee to lawfully carry on the business.
4.6 The licensee will use its very best endeavours to promote the marketing,
promotion, sale, and supply of the product to the exclusion of any other work to
be carried on by the licensee, but the licensee will be entitled to carry on
other work with the consent of the licensor.
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5. CONFIDENTIAL INFORMATION
5.1 The Licensee acknowledges that the information contained in the
operations manuals are the property of the licensor.
5.2 The Licensee will not without the consent of the licensor reveal to any
person or corporation the contents of the operations manuals or the details of
any improvements to the product, which are provided by the licensor to the
Licensee in accordance with Condition 2.2 of this Agreement.
5.3 The Licensee agrees and acknowledges that the information contained in
the operations manuals are provided to the Licensee only for the purposes of
this License agreement and to enable the Licensee to carry on the business and
that the information contained is confidential information and will not be
communicated to any other person or corporation except for the purpose of this
agreement.
5.4 The Licensee and its nominees and employees or agents will not, without
the prior written consent of the licensor during the term of this agreement or
after its termination (unless the Licensee has purchased the ownership of the
product from the licensor) disclose such confidential information unless such
disclosure is required by law.
5.5 The Licensee shall not disclose or utilise the know-how and technology
of the IVR software, the subject of this agreement other than for the purposes
of this agreement and in accordance with the terms hereof except and to the
extent that such knowledge becomes known in the public domain.
5.6 The Licensee shall cause any employee, joint venturer or proposed joint
venturer to execute a confidentiality agreement in order to protect the
licensor.
5.7 Upon termination of this agreement the Licensee shall return to the
Licensor all of the manuals together with any information in relation to any
improvements provided in accordance with condition 2.2 and any other
confidential information provided by the licensor to the Licensee during the
currency of this agreement.
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Upon termination of this agreement all IVR software and any improvements thereto
during the tenure of the license shall become the sole property of the licensor.
5.8 Upon termination of this agreement the Licensee shall do all things and
sign all documents to remove itself from any registers of intellectual property
which relate to the IVR software unless this agreement is terminated by reason
of the purchase by the Licensee from the licensor of the ownership of the
product.
6. NON ASSIGNMENT
6.1 The Licensee will not sell, assign, transfer, mortgage, charge, lease or
Licence it interest under this License Agreement without the written consent of
the licensor provided always that this clause shall not preclude the Licensee
from transferring any of the Licensee's interest under this agreement to any
totally owned subsidiary of the Licensee or entering into a joint venture
agreement with any third party with the consent of the licensor and provided
further that the joint venturer or subsidiary enters into a similar agreement to
this License Agreement.
7. INSPECTIONS
7.1 The Licensee shall allow the licensor and any person authorised by the
licensor at any time, to inspect any premises where the Licensee is carrying on
the business to ensure compliance with this agreement or for any other reason
including the method by which the Licensee is carrying on the business.
7.2 The Licensee shall allow the licensor and any person authorised by the
licensor at any time to inspect any business records of the business.
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8. DURATION & TERMINATION
8.1 This agreement may be terminated by the licensor in the event that the
licensee is in breach of any condition of this agreement and shall not have
rectified such breach within fourteen days of the receipt of a written notice
from the licensor identifying such breach and requiring its rectification.
8.2 This agreement may be terminated by the Licensee at any time on the
giving of fourteen days notice.
8.3 This agreement may be terminated by the licensor in the event that the
Licensee becomes insolvent or is deemed to be insolvent by the operation of any
law in the place where the Licensee is carrying on the business.
8.4 This agreement may be terminated by the licensor in the event that an
administrator of any type is appointed to manage the affairs of the Licensee
pursuant to any insolvency legislation existing in the country or state where
the licensee is carrying on the business.
8.5 This agreement may be terminated by the licensor if the licensee fails
to carry on the business or ceases to carry on the business or the licensee
fails to use its best endeavours to carry on the business.
8.6 This agreement will be terminated if the Licensee purchases the
ownership of the product from the licensor.
9. NON COMPETITION
9.1 The Licensee will not, without the written consent of the licensor after
the termination of this agreement be engaged in the promotion, marketing or
supply of similar products unless this agreement is terminated by reason of the
fact that the Licensee has purchased the ownership of the products from the
licensor.
9.2 The Licensee will not, without the written consent of the licensor
during the
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currency of this agreement promote, market, supply or sell any products which
are similar to the licensed Virtual Reality software.
10. INTERPRETATION
In this agreement
a. "person" means person or corporation
b. Words importing the singular number will be deemed to include the plural
number and visa versa
c. Words importing any gender include every gender.
d. A reference to writing includes printing or any other means of
reproducing words in a visible form.
e. The headings are included for convenience only and shall not affect the
interpretation hereof.
f. The law of the United States of America State of Nevada applies to this
agreement and to its interpretation.
IN WITNESS WHEREOF the parties have set their hands and seals on the date above
mentioned.
/s/ Peter Thomson
Peter Thomson
THE COMMON SEAL OF MCC
TECHNOLOGIES, INC. WAS HERETO
AFFIXED BY THE AUTHORITY OF THE
BOARD OF DIRECTORS IN THE
PRESENCE
OF
/s/ Lael Todesco
Signature
