Attached files
file | filename |
---|---|
8-K - CURRENT REPORT - KUN DE INTERNATIONAL HOLDINGS INC. | form8k.htm |
EXCLUSIVE LICENSE AGREEMENT
THIS EXCLUSIVE LICENSE AGREEMENT (hereinafter the AGREEMENT), is made and entered into as of the 7th day of November, 2010 by and between: SECURE LUGGAGE SYSTEMS INC. (hereinafter the Licensor) an Alberta Company and SECURE LUGGAGE SOLUTIONS INC.
(hereinafter the Licensee) a Delaware Company, provides as follows:
Whereas, SECURE LUGGAGE SYSTEMS INC. (the Licensor) appoints SECURE LUGGAGE SOLUTIONS (the Licensee) as the representative of the baggage wrapping systems (hereinafter the Systems) developed by the Licensor and protected by US Patent #5,890,345 and Canadian Patent # CA 2,162,637, such patents (hereinafter the Technology), owned by the Licensor and further, the Licensor grants the Licensee the right to manufacture the Systems, and the parties further agree as follows:
NOW, THEREFORE, in exchange for good and valuable consideration the parties agree as full and satisfactory payment of this Agreement, the Licensee tenders the sum of $500,000.00 in total consideration, payable at closing, which sum is hereby acknowledged as payable as $30,000 in cash and 1,175,000 common shares of Secure Luggage Solutions, calculated at the higher value of $0.40 per share or the market closing price per share, as of the closing date of this Agreement. Shares issued in payment of this Agreement are issued under Regulation S of the Securities Act and are restricted for one (1) year from date of issue or until such securities are cleared by registration statement filed with the SEC. The Licensee grants piggy back registration rights on 600,000 shares of the total 1,175,000 restricted common shares.
TERMS OF THE AGREEMENT
a. |
APPOINTMENT: This Agreement specifically appoints the Licensee with the rights to promote, market, advertise and purchase the Systems from the Licensor for resale or use by the Licensee, its assigns or customers to secure and protect any products, at any point of origin or transfer, anywhere in the supply chain of any user within the worldwide air transport industry. The Licensor specifically grants and provides any and all rights to the Licensee for the use of trademarks, certification marks, marketing materials, and other tangible and intangible assets, owned by the Licensor as deemed appropriate for the conduct of promoting, marketing and sales activities of the Systems by the Licensee. |
b. |
MANUFACTURING: Under this Agreement the Licensor will manufacture Systems and sell such Systems on an as required basis to the Licensee. The parties agree that Systems purchased by the Licensee will be supplied by the Licensor under mutually agreed and contracted terms and conditions including manufacturing and delivery schedules, unit price, payment terms, and manufacturers warranty that is consistent with terms and conditions available from other manufacturers. The Licensor grants and provides any and all rights to the Licensee for the joint use of engineering design, blueprints, auto cad drawings, operating programs, and other proprietary or general information required to manufacture the Systems, owned by the Licensor. This manufacturing right will not infringe on the Licensees right to design, develop and/or manufacture bag wrapping equipment that may or may not be similar in design, as long as such event does not infringe or violate the Technology represented in this Agreement. |
c. |
FEES AND ROYALTIES: All Systems whether manufactured by either the Licensor or the Licensee that represents the Technology and those Systems are operated by the Licensee, its assigns or its customers, in a manner that creates revenues from ongoing usage, on a fee per product processed basis ((hereinafter fee for service), and which ongoing revenue is received directly or indirectly by the Licensee is subject to a royalty payment, of ten percent (10%) of the gross revenues, calculated as all fees for services collected by the Licensee, less costs for federal, state or local sales taxes collected or due on the transaction, which ongoing royalties will be remitted on a quarterly basis to the Licensor. Further, the Licensee agrees to pay the Licensor a manufacturing royalty fee of ten percent (10%) of the total manufacturing cost on only those Systems, representing the Technology, manufactured by the Licensee, excluding any and all federal, state or local sales taxes or government levies of any kind, as onetime royalties. Such onetime royalty fees would total all royalties due and payable, in situations where the System is purchased outright by the Licensees customer. Payment of such onetime royalty fees, on Systems manufactured by the Licensee, would be considered a royalty advance payment against future royalties due in situations whereby the System is operated by the Licensee, assigns or customers in a manner that creates ongoing revenues from a fee for service basis, and which ongoing revenue is received directly or indirectly by the Licensee. |
d. |
EXPIRY AND TERMINATION: The term of this Agreement will be for five (5) years, from the date written above, and shall automatically terminate upon appointment of a Receiver or Receiver Manager over any of the assets or undertakings of the Licensee, notwithstanding that this Agreement shall survive a declaration of insolvency, winding up, liquidation or bankruptcy of the Licensor, whether voluntary or involuntary. Upon expiry of the first five (5) year term, so long as the Licensee is not then in default, this Agreement shall automatically be deemed extended for an additional five (5) year term; and thereafter for successive terms upon mutual agreement by both parties. |
e. |
INTELLECTUAL PROPERTY: The Licensee acknowledges that ownership of the trade marks, certification marks, trade names and all rights in the nature of patent, industrial design, design patent, copyright, integrated circuit topography, whether registered or unregistered in any country, in any way associated with the Technology, including improvements thereto, are and will be the absolute property of the Licensor. In the event of termination, the Licensee will immediately cease its activities under this Agreement and will cease to make use of and will return to Licensor, at the Licensees expense, all confidential information, trademarks, certification marks, trade names or marketing materials, and other tangible and intangible assets, owned by the Licensor. These obligations survive the termination of this Agreement. |
f. |
RELEASE OF CLAIMS: In consideration of the execution and delivery of this Agreement by the Licensee, the Licensor hereby irrevocably, unconditionally, and forever releases, acquits, and discharges, the Licensee and the Licensees officers, directors, shareholders, employees, agents, accountants, attorneys, contractors, and other representatives and each of them (hereinafter the Released Parties) from any and all claims, charges, liabilities, injuries, obligations, losses, debts, demands, rights, actions and causes of action which the Licensor may have against the Released Parties, or any of them. It is understood that there is a risk that subsequent to the execution and delivery of this Agreement losses, damages, claims, or injuries might be incurred which are unknown or unanticipated, for whatever reason, at the time of the execution and delivery of this Agreement. It is nonetheless specifically agreed that the release specified in this Agreement is fully and completely effective, regardless of any present lack of knowledge by the Licensor as to any claims, charges, complaints, liabilities, obligations, debts, suits, demands, grievances, losses, damages, costs, expenses, rights, actions or causes of action, or as to any possible fact or circumstance relating in any manner to the matters for which the release specified herein is made. |
2
g. |
INDEMNITY: The Licensee indemnifies and agrees to indemnify, fully protect, save harmless and defend the Licensor and its directors, officers, employees, agents and independent contractors against or from any and all losses arising as a consequence of any claims which may be made by any persons against the Licensor arising out of, or as a result of the obligations, actions or inactions of the Licensee, and its employees, assigned agents, contracts for use on a fee for service basis with industry stakeholders, independent contractors, for the operation or sale of the Systems under this Agreement. |
h. |
NOTICE OF INFRINGEMENT: The Licensee shall promptly notify the Licensor of any infringement of the Technology and any litigation instituted by any person, firm, corporation, or governmental entity against the Licensee involving the Technology or the ownership thereof. The Licensor will, at its expense and at the Licensees request, defend any claim or action brought against the Licensee to the extent it is based on a claim that the Technology infringes or violates any patent, copyright, trademark, trade secret or other proprietary right of a third party, and the Licensor will indemnify and hold Licensee harmless from and against any liability, loss, damages, costs, fees or expenses, incurred by the Licensee, including, but not limited to, fees of attorneys and other professionals; provided the Licensor is notified promptly in writing and is given all necessary information and the authority required for the defence and settlement of any such suit or proceeding. The Licensor will not settle or compromise any claim or action on the Licensees behalf without the Licensees written permission, and in the event the Licensee and the Licensor agree to settle a claim or action, the Licensor agrees not to disclose the settlement nor to permit the party claiming infringement to disclose the settlement without first obtaining the Licensees prior written permission. |
i. |
NOTICES: All notices or other documents to be given pursuant to this Agreement will be in writing and will be delivered by hand, mail, electronic delivery, or courier service at the following addresses or to such other address as may be provided from time to time. |
LICENSOR: | LICENSEE: | |
SECURE LUGGAGE SYSTEMS INC. | SECURE LUGGAGE SOLUTIONS INC. | |
M.P.O. Box 1555 | 2375 East Camelback Road, 5th Floor | |
Edmonton, Alberta, Canada T5J 2N7 | Phoenix, Arizona 85016, USA |
j. |
GOVERNING LAW: The parties agree that the application of the United Nations Convention Contracts for the International Sale of Goods does not apply to this Agreement and is strictly excluded. This agreement is governed by and will be construed in accordance with the laws of the State of Arizona, USA. |
k. |
DISPUTE RESOLUTION: If the parties are unable to resolve a dispute themselves, the parties agree that all disputes, differences, controversies, questions or claims arising out of or in any related to this Agreement, or the negotiation, validity, interpretation, performance, existence, breach violation or termination thereof, shall be finally settled by binding arbitration from which there shall be no appeal, and the arbitration shall be in accordance with the International Commercial Arbitration Act (Alberta). The number of arbitrators shall be one. The place of the arbitration shall be Edmonton, Alberta, Canada. The language to be used in the arbitral proceedings shall be English. |
3
l. |
CURRENCY: Unless otherwise specifically provided in this Agreement, all references to dollar amounts or prices are expressed in terms of lawful money of the United States of America. |
(Intentionally Left Blank)
4
This Agreement may not be superseded, amended, assigned or added to except by an agreement in writing, signed by the parties hereto, or their respective successors-in-interest.
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their beneficiaries, heirs, representatives, assigns, and all other successors in interest.
The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement.
The Agreement may be executed in as many counterparts as are necessary and all counterparts together shall constitute the Agreement. Facsimile signatures shall and do hereby constitute valid approval of the Agreement.
The Licensors and the Licensees officers, directors, employees, agents, accountants, attorneys, contractors, and other representatives are hereby authorized to take all such further action and to execute, acknowledge, deliver, and/or file all such other instruments and documents in the name of the Licensor or Licensee as in their judgment shall be necessary, proper, or advisable, in order to fully carry out the intent and to accomplish the purposes of the Agreement.
IN WITNESS WHEREOF, the parties have executed this Exclusive License Agreement as of the day and year first above written.
For: Secure Luggage Systems Inc. | For: Secure Luggage Solutions Inc. |
By: Signed | By: Signed |
On Behalf of its Board of Directors | Its: President and CEO |
Date: November 7, 2010 | Date: November 7, 2010 |
Witness: Signed | Witness: Signed |
5