<PAGE> 1
EXHIBIT 10.1
1
LICENCE AGREEMENT
THIS AGREEMENT, made this 25th day of February, 2000 by and between:
MEGACHAIN.COM LTD., a Delaware corporation listed on the NASDAQ
Bulletin Board
(herein called the "Company")
OF THE FIRST PART
AND
GREENCHIP INVESTMENTS PLC, a public company listed on the London UK
OFEX exchange
(herein called the "Licencee").
OF THE SECOND PART
WHEREAS:
A. The Company is the owner and holder of certain technology and
proprietary intellectual property, including, without limitation,
copyrights, patents, trademarks, trade secrets, business plans and
know-how relating to products and services which combine as a software
system and business method. This system gives exposure to internet
websites and their products and services through an automated
multi-tiered system of tracking and marketing whereby agents receive
commissions based on responses created by forwarding vendor email
advertisements to friends, acquaintances and business associates (the
"System").
B. The Company desires to grant to Licencee and Licencee desires to
receive, subject to the conditions of default set out in paragraph 5.1
herein, the exclusive right and license to use and distribute all
products and technology developed by the Company including the System
within the Territory (the "Business").
C. The Company and Licencee agree that Licencee will transfer its rights
and obligations under this licence to a UK company which the parties
understand and agree will be either a public shell (which will raise
capital through private placements or other means) or a private or PLC
company (which is intended will raise capital through an initial
public offering or private placements) (the "Assignee").
<PAGE> 2
2
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of Ten ($10.00)
dollars (the receipt and sufficiency whereof is hereby acknowledged), the
promises, covenants and undertakings hereinafter set forth, and other good and
valuable consideration, it is agreed by the parties as follows:
1.0 DEFINITIONS
1.1 Where used herein or in any schedules or amendments hereto, the
following terms shall have the following meanings:
"Gross Revenue" shall mean the total revenues derived from the
business of the Licencee from the operation of the MegaChain System.
In calculating Gross Revenue, there shall not be any allowance
whatsoever for bad debts but Gross Revenue shall exclude any amount of
tax imposed by any governmental authority directly on the sales and
collected from customers, provided that the amount of any such tax is
shown separately and in fact paid or set aside to be paid to the
appropriate governmental authority;
"Operating Manual" means the information sheets, bulletins,
directives, projections, notices and other documents prepared by or on
behalf of the Company and given to Licencee to assist Licencee in
operating the System within the Territory;
"Territory" shall mean the United Kingdom;
"Trade Marks" shall mean, subject to the provisions paragraph 10
hereof, insignia, labels, slogans and other identification schemes,
trade marks, service marks and trade names including the name
"MegaChain.com" and/or applications therefor that has been developed
by the Company and which may be used from time to time by Licencee in
association with the System in the Territory, other than the names
"word-of-mail" and "word-of-mail.com" which shall be and remain the
property of the Licencee.
2.0 GRANT OF LICENSE
2.1 Subject to the terms and conditions set forth in this Agreement, the
Company hereby grants to Licencee and Licencee hereby accepts from the
Company, subject to the conditions of default as set out in section
5.0 herein, the exclusive right and license to operate and use the
System as well as the Trade Marks in connection with the operation of
the System in the Territory.
2.2 Licencee may use any other trade mark, trade name, service mark or
commercial symbol in connection with the System in the Territory in
accordance with the terms and conditions of this Agreement.
<PAGE> 3
3
2.3 Upon the assignment contemplated in Recital C becoming effective, all
of the rights and obligations of the Licencee under this Agreement in
respect of the licence granted to the Licencee shall become the rights
and obligations of the Assignee.
3.0 TERM
3.1 This Agreement, unless otherwise terminated under the terms and
conditions of this Agreement, shall be for a period of twenty (20)
years, commencing on the date of execution of this Agreement and
terminating twenty (20) years thereafter, at which time Licencee shall
have the first right of refusal to a subsequent Licence.
4.0 LICENSE FEES AND ROYALTY FEES
4.1 As a licence fee for the rights and licence granted to Licencee by the
Company pursuant to this Agreement, Licencee agrees that the Company
will be issued the following:
One-quarter of the fully paid and non-assessable common shares in the
stock of the Assignee which shall be diluted proportionally with the
common or ordinary shares in the stock of the Assignee held by the
Licencee upon the Assignee concluding an initial public offering or
the private placement.
4.2 In the event of termination of Licence by the Company, the Company's
shares in the Assignee would be surrendered, at no cost to the
Licencee or Assignee.
4.3 As further consideration for the rights and licence granted hereunder
the Licencee and the Company agree that the Company will be paid by
the Assignee, subsequent to the assignment anticipated herein, a
royalty equal to Two and One Half (2.5%) percent of the Gross Revenues
of the business related to the System within the Territory (the
"Royalty" or "Royalties"). Royalties for each twelve month period of
the term of this Agreement ("Period") shall be paid within 60 days of
the end of each Period.
4.4 A One Hundred Thousand ($100,000) dollars prepayment of Royalty will
be paid on the closing date on which the Assignee has raised equity or
other capital as anticipated in Recital C herein which has come out of
escrow and has become available to the Assignee for its operations, or
the first day on which the Company delivers to the Licencee or
Assignee functional software for the full operation of the System,
whichever is the later (the "Royalty Commencement Date"). This date
shall be the beginning of a Period.
4.5 In the event of dispute as to the definition of functionality of the
System as set out in paragraph 4.4, the matter will be referred to a
mutually acceptable Arbitrator pursuant to paragraph 14.0.
4.6 In the event that the Licencee may subsequently grant any Sub-licence
to any third party within the Territory, the Licencee will pay to the
Company from Royalties received by it, a Royalty of
<PAGE> 4
4
Two and One Half percent (2.5%) of the revenues generated by the
operation of the System by the Sub-Licencee.
4.7 All amounts payable pursuant to this Agreement shall be made in lawful
currency of the United States of America. Payment shall be made by way
of cash, electronic transfer, cheque or money order to the Company at
its office or such other place as the Company shall designate, without
any demand therefor and without any set-off, compensation, abatement
or deduction whatsoever (unless otherwise agreed to by the parties
hereto), and irrespective of any claims of any nature which Licencee
may have against the Company hereunder.
4.8 In the event that any monetary obligation of any nature owed by
Licencee to the Company is not paid by Licencee when due, Licencee
shall, in addition to the unpaid monetary obligation, pay to the
Company interest on such unpaid amounts at a rate equal to the
standard interbank treasury bill rate in the United Kingdom at the
time of such default or part thereof until such amounts are totally
paid.
5.0 DEFAULTS
5.1 In the event of any of the following defaults by Licencee, the Company
at its option may terminate this Agreement:
(a) in the event that Licencee does not assign the rights and
licence it has received pursuant to this Agreement to the
Assignee within 120 days of the date of this Agreement, or
the date at which the System and its software is operating in
the USA or United Kingdom, whichever is the later; or
(b) in the event that the Licencee or Assignee fails to make
Royalty payments due within 21 days of the Company providing
Licencee or Assignee with written notice that it is default
in making such payments when they become due; or
(c) in the event that the Prepayment of Royalty of One Hundred
Thousand ($100,000) dollars referred to in Paragraph 4.4
herein is not paid in full within eighteen (18) months of the
date of this Agreement; or
(d) in the event that amount of gross revenues earned by the
Assignee from the operation of the System do not reach One
(1) million dollars within 24 months after United Kingdom
website and System is operational in the United Kingdom;
(e) in the event that amount of gross revenues earned by the
Assignee from the operation of the System do not reach One
(1) million dollars during each twelve month period
commencing 24 months after System is operational in the
United Kingdom;
5.2 The time referred to in items 5.1 (d) and (e) above shall not accrue
during time of interruption to the operation of the System due to
software malfunction of the System.
<PAGE> 5
5
5.3 In the event of item 5.1 (d) above occurring, the Licencee shall have,
at its option, the right to avoid termination of the Licence by the
payment to the Company of an additional sum, so that the total amounts
paid by the Licencee within 24 months after System is operational in
the United Kingdom shall equal Twenty-five Thousand (25,000) dollars.
5.4 In the event of item 5.1 (e) above occurring, the Licencee shall have,
at its option, the right to avoid termination of the Licence by the
payment to the Company of an additional sum, so that the total amounts
paid by the Licencee for each Period commencing 24 months after System
is operational in the United Kingdom shall equal Twenty-five Thousand
dollars.
6.0 ACCOUNTING, RECORDS, REPORTS AND AUDITS
6.1 Licencee hereby undertakes and agrees to maintain such books and
records and to submit such reports to the Company as are specified in
this Agreement or as otherwise may reasonably be required by the
Company from time to time so that all amounts owing hereunder to
the Company may be readily and accurately determined.
6.2 Licencee shall submit to the Company a report of the Gross Revenue for
each Period, in the forms prescribed by the Company and setting out
specifically and total Gross Revenue for the Period. Such report shall
be submitted on or before the forty-fifth (45th) day following the end
of each Period along with outstanding Royalties owed for that Period.
6.3 In addition, Licencee shall submit to the Company as soon as
practicable and in any event within one hundred and twenty (120) days
of the Licencee's business year, a balance sheet for the business
conducted pursuant to the terms and conditions of this Agreement as at
the close of such fiscal year, together with a statement of earnings
and retained earnings and a statement of source and application of
funds for such fiscal year, setting forth in comparative form the
corresponding figures for the previous fiscal year and (if requested
in writing by the Company) audited by a reputable firm of UK
independent chartered accountants or certified general accountants.
6.4 Licencee acknowledges that the foregoing financial information and
reports relating to the Licencee's operation of the System will be
furnished by it solely for the information of the Company, and the
Company undertakes no obligation to review such financial information
or reports or to advise Licencee in connection therewith. The receipt
and/or use by the Company of any report or statement provided by
Licencee pursuant to this Paragraph 6.4 or the acceptance of payment
of any fee based thereon, shall neither constitute acceptance of such
report or statement or of the fee payable with respect to any period,
nor constitute a waiver by the Company of any obligations of the
Licencee herein and the said receipt and/or use shall be without
prejudice to the Company's right to examine all the Licencee's books
and records with respect to the business carried on by the Licencee in
connection with this Agreement;
6.5 Licencee undertakes and agrees to keep full accounts and complete
books and records relating to the operations carried on by Licencee
under this Agreement, to be preserved and kept available
<PAGE> 6
6
at its offices in the United Kingdom, for a period of not less than
two (2) years. The Company shall have the right, at any time during
business hours and without prior notice, to inspect and audit or cause
to be inspected and audited the business books and records of the
Licencee and the books and records of any corporation or partnership
which is a shareholder of Licencee, to the extent that such books and
records relate to the business carried on pursuant to this Agreement.
Licencee shall fully co-operate with representatives of the Company
and the independent accountants hired by the Company to conduct any
such inspection or audit. If any such inspection or audit shall
disclose the understatement of amounts owing by the Licencee to the
Company for any period, Licencee shall pay to the Company on account
of such understatement. Further, if such inspection or audit is made
necessary by Licencee to furnish reports, financial statements, tax
returns or any other documentation or information as herein provided,
or if an understatement of amounts owing to the Company for any period
is determined by any such inspection or audit to be greater than five
percent (5%), the Licencee shall promptly reimburse the Company for
the cost of such inspection or audit including the reasonable charges
of any independent chartered accountant or certified general
accountant and the travel expenses, room and board of any employees or
agents of the Company incurred in such inspection, without prejudice
to any other rights which the Company may have in the circumstances,
if the Licencee is at fault.
6.6 The statements and reports referred to in this Paragraph 6.0 shall be
in such form and style and contain such details and breakdown as may
reasonably be required by the Company. The Company agrees that all
such statements and reports shall be held by it in strict confidence
and neither such statements and reports nor any information derived
therefrom shall be made available or disseminated to any third party
without the prior written approval of Licencee;
6.7 As the Assignee will be a public company, its financial records will
be audited by a recognized independent financial auditor.
6.8 All obligations of the Licencee set out in this Paragraph 6.0 shall
become the obligations of the Assignee once the assignment anticipated
herein has completed.
7.0 DUTIES AND OBLIGATIONS OF THE COMPANY
7.1 Promptly after the execution of this Agreement, the Company shall
furnish Licencee with an appropriate number of copies of its Operating
Manual together with any technical knowledge and experience then in
use by the Company including information relating to techniques, as
well as management and operational information relating to the System.
7.2 The Company shall, subject to prior agreement with respect to time and
other incidental details, make available to Licencee's designated
representatives a training course at the Licencee's or Assignee's
facilities in the United Kingdom, or such other site in Europe that
the Company shall decide, in all phases of the operation of the System
including System operation, management, staff training, office
procedures and cost control. All costs of the training (including
instructions
<PAGE> 7
7
and materials, but excluding the wages, salaries and/or other
remunerations of employees of the Company providing training at the
Company's premises) shall be borne by the Licencee.
7.3 The Company shall supply Licencee with periodic bulletins and
information concerning various aspects of and improvement(s) to the
System, including new equipment and product sources and new product
development, including improvements to all aspects of the System,
whenever possible and available.
8.0 DUTIES AND OBLIGATIONS OF LICENCEE
8.1 Licencee hereby covenants and agrees:
(a) that other than the assignment anticipated in Recital C
herein, it shall not sub-license, franchise or otherwise
assign any part of this agreement without the prior written
approval of the Company, such approval will not be
unreasonably withheld nor delayed;
(b) to, save and except for use of the Trade Marks as
specifically provided herein, carry on business under its own
name and enter into any contracts, banking arrangements,
mortgages, security documents or other instruments or
agreements solely in its own name;
(c) Licencee acknowledges and agrees that the maintenance of the
standards of quality and uniformity of the System is
essential to the integrity, reputation, goodwill, success and
continued public acceptance of the System and of the Trade
Marks. Licencee may from time to time adapt the Operating
Manual so as to reflect differences in culture, taste,
conditions and business realities, provided that (i) all such
changes shall have first been approved in writing by the
Company, whose approval shall not be unreasonably withheld
nor delayed, and (ii) notwithstanding such changes, all
material contained in the Operating Manual and so adapted for
use by Licencee will remain the property of the Company. In
order that Licencee may benefit from new knowledge and
experience acquired by the Company with regard to improved
techniques, systems and operations of the System, the Company
may from time to time revise the Operating Manual and
Licencee agrees to adhere and to abide by all such revisions.
(d) not to operate the System or solicit any vendors pursuant to
the System outside of the Territory;
(e) not to become involved in or use the Trade Marks for the
purpose of manufacturing any products or in any venture other
than operating the System in the Territory.
<PAGE> 8
8
9.0 ADVERTISING AND PROMOTION
9.1 Subject to Paragraph 9.2 hereof, Licencee shall have the right to
conduct such advertising and promotions of Licencee as Licencee shall
desire, in its reasonable discretion, provided that in any advertising
or promotions, Licencee shall advertise and promote only in a manner
that will reflect favourably on the Company, the Trade Marks, the
System and the good name, goodwill and reputation thereof, and in a
manner intended to develop customer confidence in the System; and
Licencee will not conduct any advertising or promotion that is or may
be deceptive or otherwise misleading;
9.2 Notwithstanding the foregoing, the Company shall have the right at any
time to require Licencee to submit to the Company for approval all
advertising and promotions to be employed by Licencee. Upon any such
request being made by the Company, Licencee shall forthwith submit
such advertising and promotions to the Company and until such time as
the Company shall give its written approval to the use of such
advertising and promotions, which approval shall not be unreasonably
withheld or delayed, Licencee shall not employ or use same.
10.0 TRADE MARKS
10.1 Licencee acknowledges that, other than the names "word-of-mail" and
"word-of-mail.com" which shall be and remain the property of the
Licencee, the Company is the owner of the Trade Marks and that,
furthermore, neither this Agreement nor the operation of Licencees
business will in any way give or be deemed to give the Licencee any
interest in the Trade Marks except for the right to use the Trade
Marks solely in the Territory in connection with the System and in
accordance with the terms and conditions of this Agreement. Licencee
shall not use the Trade Marks or any contraction, variation or
abbreviation thereof in any manner calculated to represent that it is
the owner of the Trade Marks. Neither during the Term of this
Agreement nor at any time after termination hereof, shall Licencee,
either directly or indirectly, dispute or contest the validity or
enforceability of the Trade Marks, attempt any registration thereof
anywhere in the world, or attempt to dilute the value of any goodwill
attaching to the Trade Marks. Any goodwill associated with the Trade
Marks of the Company shall enure exclusively to the benefit of the
Company as the case may be.
10.2 The Company acknowledges that the trade marks, trade names or domain
names "word-of-mail" and "word-of-mail.com" (the "Names") are the
property of the Licencee. The Licencee hereby grants to the Company
the licence to use the Names anywhere other than the Territory and any
additional territories in which the Company has given Licence(s) or
Option(s) as set out in this Agreement.
11.0 INDEMNIFICATION
11.1 Licencee hereby agrees to indemnify and save the Company and Greenchip
Investments PLC harmless from any and all liabilities, losses, suits,
claims, demands, costs, fines and actions of
<PAGE> 9
9
any kind or nature whatsoever to which the Company and/or Greenchip
Investments PLC shall or may become liable for or suffer as a result
of or in connection with or arising from Licencee's business conducted
pursuant to the right and license granted under this Agreement.
11.2 In the event that the Company and/or Greenchip Investments PLC shall
be made a party to any litigation commenced by or against Licencee,
Licencee shall indemnify and save the Company and/or Greenchip
Investments PLC harmless against all losses, damages or claims
whatsoever arising therefrom and shall pay all costs and expenses,
including reasonable legal fees and expenses incurred or paid by the
Company and/or Greenchip Investments PLC, in connection with such
litigation. Furthermore, if it is established that Licencee has failed
to substantially comply with any of the terms and conditions of this
Agreement, Licencee hereby agrees to pay all costs and expenses,
including reasonable legal fees that may be incurred or paid by the
Company and/or Greenchip Investments PLC, in enforcing the Company's
and/or and Greenchip Investments PLC's rights and remedies under this
Agreement, in the event that the Licencee is at fault.
11.3 The parties hereto agree that the obligations set out in Paragraphs
11.1 and 11.2 above are only with respect to any Business carried on
prior to the assignment of this Agreement to the Assignee. By
accepting the assignment of the Licence granted under this Agreement,
the Assignee will become liable for all the obligations of the
Licencee set out in this Agreement including those set out in
Paragraphs 11.1 and 11.2 above with respect to any Business carried on
after the said assignment.
12.0 TERMINATION
12.1 This Agreement shall terminate upon the expiration of the Term set out
above subject to earlier termination for cause as set out in paragraph
12.2 below.
12.2 In addition to paragraph 12.1 above, the Company shall have the right
at any time to terminate this Agreement and the right and license
granted to Licencee forthwith and without notice, upon the happening
of any one or more of the following events:
(a) if Licencee makes any default pursuant to Paragraph 5.1
herein;
(b) if Licencee fails or refuses to submit promptly the financial
information that the Company requires of Licencee in
accordance with the terms of this Agreement and such default
shall continue for a period of Thirty (30) days after written
notice thereof has been given by the Company to Licencee;
(c) if Licencee shall intentionally underreport monies
payable to the Company under the terms of this Agreement or
falsify other relevant financial information;
<PAGE> 10
10
(d) if Licencee ceases to carry on business, or takes any action
to liquidate its assets, or stops making payments in the
usual course of business, provided that the foregoing shall
not be construed so as to prohibit a bona fide reorganization
of Licencee;
(e) if Licencee makes an assignment for the benefit of creditors,
or a petition is filed against and is consented to by
Licencee, or such petition is not dismissed within Thirty
(30) days, or Licencee is adjudicated bankrupt, or if
Licencee makes a proposal to its creditors;
(f) if a custodian, receiver, manager or any other person with
like powers shall be appointed to take charge of and
liquidate all or any part of Licencee's undertaking,
business, property or assets, or if an order shall be made or
resolution passed for the winding up or the liquidation of
Licencee or if Licencee adopts or takes any corporate
proceedings for its dissolution or liquidation or if the real
or personal property of Licencee shall be sold after seizure
thereof by any sheriff, bailiff or any other offer of justice;
(g) if Licencee should fail to comply with any other material
requirement or obligation imposed upon Licencee by this
Agreement and such default shall not be cured within Thirty
(30) days after receipt of written notice to cure from the
Company, or if Licencee does not take and diligently pursue
reasonable steps to cure such default if such default be of
such a nature that more than Thirty (30) days are required
for performance;
(h) if Licencee has knowingly misrepresented any material fact to
the Company concerning Licencee, Licencee's financial
position, business activities or performance of this
Agreement. "Knowingly misrepresented" means that Licencee
made a representation to Company which Licencee knew was not
true or accurate or which Licencee should have known was not
true or accurate.
12.3 The Licencee may surrender to the Company the Licence granted by this
Agreement by giving three months notice in writing to the Company.
12.4 Upon termination of this Agreement by the Company or surrender of the
Licence by the Licencee, the Licencee shall pay to the Company any
unpaid royalty owing up to the date of such termination or surrender
and shall have no further obligation whatsoever to the Company.
13.0 NONDISCLOSURE AND NONCOMPETE
13.1 The Company may furnish Licencee with confidential information
relating to the business of the Company and it is understood and
agreed that the disclosure of such information may be detrimental to
the interests of the Company. Licencee will keep any and all
confidential information completely confidential and will not disclose
same to any person, partnership or company without the Company's prior
written permission. This obligation shall survive the termination of
this Agreement and Licencee shall within Seven (7) days of the written
notice of the Company return all copies of any written confidential
information in Licencee's possession. The covenants contained in this
paragraph 13.1 will not apply to confidential information which
<PAGE> 11
11
is in the public domain prior to the time it is disclosed by Licencee
or which is previously known to the third party to which it is being
divulged.
13.2 Licencee hereby covenants and agrees that for a period of Two (2)
years after (i) the end of the term of this Agreement, or (ii) after
the date of termination of this Agreement pursuant to the terms and
conditions of this Agreement, whichever is the sooner, Licencee shall
not, directly or indirectly, participate in any way in operating a
business venture which is the same as the business of the Company in
any territory which the Company is operating the System.
14.0 ARBITRATION
14.1 Any dispute, difference or question which may arise at any time
hereinafter between the Company and Licencee, touching on the true
construction of this Agreement and the respective rights and
obligations of the parties hereto to the other shall be referred to
and settled by binding arbitration under the International Chamber of
Commerce Arbitration Rules. No arbitration shall be commenced until
the aggrieved party shall send to the other party a written notice
describing the problem and stating a proposed solution ("Settlement
Notice"). For Thirty (30) days after the sending of the Settlement
Notice, the parties shall try to settle the dispute in good faith.
During this Thirty (30) day settlement period, each party shall send
to the other an additional written notice with further proposal for
resolving the dispute and responding in detail to the last proposal of
the other party. The contents of the Settlement Notice and of all
discussions and writings during the Thirty (30) day settlement period
shall be without prejudice and shall be privileged as settlement
discussion and may not be used in any legal proceedings or
arbitration. The place of arbitration shall be London, England. One
impartial arbitrator shall be appointed. Judgement on the Arbitral
award may be entered in any court having jurisdiction. The parties
hereby waive all defences as to personal jurisdiction, venue and
sovereign immunity from attachment, exception and jurisdiction in any
proceeding to confirm or enforce the award. The party who brings any
proceeding to enforce the award and prevails shall be paid its full
costs and attorney fees by the other party. The laws of the United
Kingdom shall govern all issues during the arbitration. The decision
of the Arbitrator shall be final and binding on the parties herein.
15.0 NO PARTNERSHIP OR AGENCY RELATIONSHIP
15.1 This Agreement does not constitute the Licencee as a partner or an
agent of the Company for any purpose whatsoever.
16.0 BUSINESS AND OPERATIONS OF THE ASSIGNEE
16.1 The Company and the Licencee acknowledge and agree that it is their
mutual intention to jointly carry on the Business through the
Assignee. They further acknowledge and agree that they will use all of
their resources to the best of their abilities to further the success
of the Business as carried on by the Assignee.
<PAGE> 12
12
16.2 The Company and the Licencee agree that both the Company and Greenchip
Investments PLC shall have representation on the board of directors
of the Assignee proportional to their respective shareholdings, and
that the Company and Greenchip Investments PLC agree to vote their
respective shares for each others nominees to the board of directors.
16.3 The Company and Greenchip Investments PLC acknowledge and agree that,
once they have each received 25% and 50% respectively of the issued
and outstanding shares in the capital of the Assignee as anticipated
herein, any issuances to either party of additional shares from the
treasury of the Assignee shall only be made with the approval of both
the Company and Greenchip Investments PLC.
17.0 OPTION
17.1 The Company hereby grants to the Licencee the Option attached to this
Agreement as Appendix A.
18.0 DISCLOSURE BY COMPANY, CROSS LICENCE BY LICENCEE
18.1 The Company will at all times and from time to time make complete and
full disclosure to the Licencee of all the aspects of the System
including related technology and software which Licencee requires in
order to adequately operate and market the System and shall promptly
identify and label and of the Company's improvements and additions to
the System. The Licencee shall be entitled to use and exploit the
Company's improvements and additions which will be included within the
definition of the System used in the Business.
18.2 The Licencee will at all times and from time to time make complete and
full disclosure to the Company of all improvements and additions to
the System and which relate to the Business which are acquired or
developed by the Licencee ("Licencee's Improvements"). The Licencee
agrees that all Licencee's Improvements are deemed to be made or
acquired by the Licencee as agent and trustee for the Company and all
Licencee's Improvements shall form part of the System and shall be the
property of the Company. The Licencee shall be entitled to use and
exploit such Licencee's Improvements in the Business during the
continuance of this Agreement.
19.0 GENERAL
19.1 This Agreement contains the entire agreement of the parties hereto and
replaces any prior written or oral agreements between them concerning
the subject matter contained herein. There are no representations,
agreements or understandings, oral or written, between the parties
hereto or with any third parties, relating to the subject matter
contained in this Agreement, which are not fully expressed herein, and
this Agreement, or any part thereof, can only be modified by a written
instrument executed by all of the parties hereto.
<PAGE> 13
13
19.2 Any provision of this Agreement which is declared unlawful or
unenforceable by a Court of competent jurisdiction shall not affect
any other provision herein.
19.3 A waiver or breach of any provision of this Agreement shall not
constitute a waiver or breach of any other provision and the balance
of the Agreement shall remain in full force and effect.
19.4 This Agreement shall be binding and enure to the benefit of the heirs,
personal representatives, successors and permitted assigns of the
parties hereto.
19.5 This Agreement shall be governed by and be interpreted in accordance
with the laws of the United Kingdom.
19.6 Except as herein provided, this Agreement shall not be assigned by
Licencee or otherwise amended, changed or modified or any provision
thereof waived or discharged except by the written consent of the
parties hereto.
20.0 NOTICES
20.1 Notice shall be deemed given upon receipt of the Notice in writing by
the recipient via registered mail to the recipient's principal place
of business.
IN WITNESS WHEREOF the parties hereto have set their hand and seal as of the
day and year first written above.
MEGACHAIN.COM LTD. GREENCHIP INVESTMENTS PLC.
Per: /s/ Tom Lavin Per: /s/ Ian H. Burne
------------------------ ----------------------
Tom Lavin Ian H. Burne
President and CEO Director
