LICENSE AGREEMENT
FROG Navigation Systems B.V.
and
Transbotics Corporation
Contents:
1. - Patent,
Know-How, Frog Software and SuperFROG Software
License Agreement
2. - Exhibit A -
Agreement Conditions
<PAGE>
Patent, Know-How, FROG Software and
SuperFROG Software
LICENSE-AGREEMENT
FROG Navigation Systems B.V.
and
Transbotics Corporation
THE UNDERSIGNED,
FROG Navigation Systems B.V.
A private company with limited liability
established under the laws of the
Netherlands, having its registered office
at Krommewetering 21, 3543 AP Utrecht,
the Netherlands, hereinafter referred to as
licensor, of the one part
and
Transbotics Corporation
A public company with limited liability
established under the laws of the
United States of America, having its
registered office at 3400 Latrobe Drive,
Charlotte NC 28211, United States of
America, hereinafter referred to as
Licensee, at the other part.
<PAGE>
WHEREAS:
i. Licensor has obtained
exclusive rights to a developed system for navigating
a free ranging
vehicle, hereinafter referred to as "FROG-system", to be
employed in
automated guided vehicle systems and has developed know-how
relating to the
design, development, manufacturing, installation, operation
and marketing
thereof.
ii. Licensor has developed computer
software to be employed in the use of
computer
hardware configurations to operate automated guided vehicles,
and
has developed
know-how relating to the design, development, manufacturing,
installation,
operation and marketing thereof.
iii. Licensor has obtained by experience
methods, techniques and other data,
which in
combination with and as part of its know-how, enables Licensor
to
apply the
aforesaid system to automated guided vehicle systems.
iv. Licensor is fully entitled to the
copyrights of the said computer software,
hereinafter
referred to as "FROG" and "SuperFROG".
v. Licensor is fully entitled
to the trademarks FROG and SuperFROG.
vi. Licensor may freely dispose of the
FROG and SuperFROG computer software,
the copyrights,
trademarks and know-how relating thereto.
vii. Licensor would like to grant to
Licensee the license and right under
Licensor's
patents, other industrial property rights and know-how to
manufacture, use
and/or market and sell, as the case may be, certain
automated guided
vehicle systems by employing the FROG-system in the
licensed
territory defined hereinafter.
<PAGE>
viii. Licensor is willing to grant to
Licensee the aforesaid license and right
on a
non-exclusive basis with respect to Licensee's products - as
defined
hereinafter - in
licensed territory.
ix. Licensor would like to grant to
the Licensee a non-exclusive right and
license under
Licensor's copyright and other forms of industrial and
intellectual
property protection and know-how, including the use of
trademarks
relating thereto, and of providing services to the Licensee
subject to the
terms and conditions hereinafter set out for the purpose of
enabling the
Licensee to use and sub-license the same for operating
automated guided
vehicles to end users.
x. Licensee would like to
obtain from Licensor such non-exclusive right and
license.
xi. Licensee's business is essentially
the same as Licensor's, namely the
supply of
automated guided vehicle systems to end-users. Therefore
Licensee
is familiar with
the technology concepts and material handling industry
requirements.
xii. Licensee's has developed and licenses
other vendor's computer software
employed in the
use of computer hardware configurations to operate
automated guided
vehicles, and has developed know-how relating to design,
development
manufacturing, installation, operation and marketing thereof.
The Licensee
will not transfer any rights of its property to the Licensor.
<PAGE>
Now therefore, in consideration of the
convenants, terms and conditions set
forth herein, the parties hereto agree as
follows:
Article 1 - Definitions
1. Unless the context
specifically indicates otherwise, the following terms
have the
following meanings, when used hereinafter:
1.1. "The Invention" shall mean the
patented system for navigating a free
ranging vehicle,
the FROG-system.
1.2. "Patents" shall mean patents and
patent applications presently owned or
filed by
Licensor or in respect of which Licensor has acquired, or may
acquire the
right to grant licenses in any or all countries of the world
during the term
hereof, and which are applicable to, or may be used in, the
exploitation of
navigating systems.
1.3. "Know-how", being all that knowledge
and experience of a technical,
manufacturing,
installation, commercial, administrative, cost estimation or
of any other
nature, which are applicable to the invention and are
necessary or
desirable for the proper use and application of the invention
to the extent at
any time available.
1.4. "FROG" and "SuperFROG" shall mean any
part, or combination of parts, of the
proprietary FROG
and SuperFROG software to be employed in, or used in or
with a computer
hardware configuration for operating automated guided
vehicles, and
related user manuals; FROG is considered to be the vehicle
control software
and SuperFROG is the supervisory control software with
functions such
as: fleet management, vehicle dispatching, traffic control
and status
monitoring.
1.5. "The Licensee's Products" and/or
"Vehicle(s)" shall mean the products
manufactured
and/or marketed by the Licensee by employing the Invention, as
specified in
Exhibit A attached hereto.
1.6. "Licensed Territory" shall mean the
countries as indicated or specified in
Exhibit A
hereto.
<PAGE>
1.7. "Services" shall mean services and
assistance rendered, or to be rendered
by the Licensor
with respect to FROG and SuperFROG under this agreement,
comprising:
development, maintenance, engineering, training and
implementation
of FROG and SuperFROG.
1.8. "Copyrights" shall mean the copyright,
or other forms of industrial and
intellectual
property protection of the licensed FROG and SuperFROG
applications
therefore filed in, issued or applicable to the Licensed
territory,
presently owned or hereafter acquired by Licensor and/or as to
which Licensor
has, or may have, the right to grant license rights with
respect thereto
to Licensee during the term hereof, and which are
applicable to,
or may be used in the exploitation of the licensed FROG and
SuperFROG in the
licensed territory.
1.9. "Improvements" shall mean: Any
modification or betterment of FROG or
SuperFROG,
provided that before applying any such modification and
betterment the
approval in writing from Licensor is required if and when
the said
modification and betterment has not been developed by or at the
instruction of
Licensor.
1.10. "Effective Date" shall mean the date
as set forth in Exhibit A attached
hereto.
1.11. "Affiliate" shall mean a company of
which the majority of its issued
voting share
capital is owned directly or indirectly by a party hereto, or
a company of
which the majority of the issued voting share capital is owned
by the same
company which owns the majority of the issued voting share
capital of a
party hereto, or a company which owns directly or indirectly
the majority of
the issued voting share capital of a party hereto.
1.12. "A Single System" shall mean a system
of Licensee's products supervised
and/or connected
by one and the same computer, regardless whether this
computer is a
part of a computer network or other hardware configuration.
1.13. "End user" shall mean the
sub-Licensee of the Licensee or in some cases a
separate
licensee of the Licensor, who will use the sub-License granted
to
it only for the
purpose of carrying on the manufacturing of products or the
rendering of
services within his normal and usual business, which will not
include the
exploitation, manufacturing, development and marketing of FROG
and
SuperFROG.
<PAGE>
Article 2 - Nature and Scope Of License
2.1. Subject to the terms and conditions
laid down herein Licensor grants to
Licensee the
non-exclusive right to use and apply the Invention under the
patents, the use
of FROG and SuperFROG computer software, know-how and
Licensor's other
industrial property rights with respect to automated
guided vehicle
systems, as laid down in Exhibit A attached hereto, and to
manufacture,
have manufactured, use, sell and/or market the Licensee's
products.
2.2. Licensee shall manufacture the
Licensee's products for a Licensed territory
only. Provided,
however, Licensee shall be free to pursue customers in its
Licensed
territory that have global operations.
2.3. Licensee irrevocably and
unconditionally undertakes vis-a-vis Licensor not
to transfer or
assign this agreement to any third party, except to its
affiliates,
provided that for a transfer of assignment to an affiliate the
prior consent of
Licensor is required, which consent shall not be
unreasonably
withheld and provided that the affiliate confirms in writing
vis-a-vis
Licensor to be bound in all respects by this agreement.
2.4. Licensee is entitled to grant
sublicenses to use FROG and SuperFROG to end
users.
Licensor's License term shall be included in the visual displays
and
or customer
interfaces provided by the Licensor.
2.5. Licensee shall not disassemble or
reverse engineer FROG and SuperFROG or
any medium of
physical embodiment thereof. The transfer of the source code
of FROG and
SuperFROG is no part of this agreement.
2.6. It is agreed by and between the
parties hereto that the right and license
granted pursuant
to section 2 of this Article 2 will become effective as of
the date
hereof.
<PAGE>
Article 3 - Patent and License
Registration
3.1. At the request of Licensor, Licensee
shall make its best effort to give any
reasonable
support to Licensor for the purpose of registering patents and
other forms of
industrial protection in the Licensed territory or part
thereof, it
being understood that any and all cost relating to such
registration
will be borne by Licensor. In case Licensee applies for a
patent relating
to AGV technology directly utilizing the Frog know-how,
Licensor will
offer its support at Licensees cost and Licensor will have
the right to use
said patents or technology.
3.2. If and when under the laws of the
Licensed territory or part thereof any
kind of
registration of the license granted hereunder is requested by
Licensee,
Licensee shall act accordingly and Licensor shall give any and
all reasonable
support to Licensee for the purpose of registering the said
license, it
being understood that any and all cost relating to such
registration
will be borne by Licensee.
3.3. Licensor shall take any and all
reasonable action necessary to maintain
patents obtained
and to acquire patents for which patent applications have
been filed.
Article 4 - Transmittal of Know-how
4.1. As soon as is reasonably practical
after the effective date Licensor shall
convey to
Licensee know-how in an adequate manner in order to enable
Licensee to use
the invention, FROG and SuperFROG software for the purpose
of
manufacturing, marketing and selling Licensee's products in
accordance
with the terms
and conditions laid down in this Agreement. Simultaneously
Licensor shall inform
Licensee of the methods and techniques relating to
applying the
invention, FROG, SuperFROG and its experience therewith in
order to enable
Licensee's skilled technicians and automation-experts to
commence
manufacturing of the Licensee's products within a reasonable
period of time.
The know-how shall specifically include prints, drawings
and all relevant
specifications, instruction manuals and literature.
<PAGE>
4.2. No provision of this Agreement shall
be construed to require Licensor to
furnish know-how
acquired from others not being affiliates on terms
prohibiting or
restricting disclosure by Licensor.
Article 5 - Training of Licensee's
Employees
Licensor shall enable Licensee to
participate in a training course relating
to the technical and commercial aspects of
the subject matter of this Agreement
on the following terms and conditions:
5.1. Initially there will be two separate
training courses, one dealing with the
technical and
another dealing with the commercial aspects, each of one-week
duration. They
will be held on Licensor's premises.
5.2. Participants in the training courses
designated by Licensee should be
skilled and
experienced in the matters dealt with in the two different
courses and be
familiar with the know-how transmitted pursuant to Article 4
hereof.
5.3. Timing of the aforesaid training
courses will be determined by Licensor
after
consultation of Licensee, but in any event not earlier than one
month
after the
know-how has been fully transmitted by Licensor to Licensee
pursuant to
section 1 of Article 4 hereof.
5.4. Maximum number of participants in each
training course mentioned in this
Article 5 shall
be 8 (eight) persons.
5.5. Subject to paragraph 8 of this Article
5 any and all training courses
mentioned in
this Article 5 shall be free of charge.
5.6. Any and all travelling and
accommodation cost as well as any and all out of
pocket expenses
of Licensee's participants shall always be borne by
Licensee.
<PAGE>
5.7. Licensor shall make available to
Licensee free of charge two sets of
training
materials in the English language for each training course
mentioned in
this Article 5 and any and all expenses relating to
multiplying the
aforesaid training materials shall be borne by Licensee.
5.8. If and when Licensee requests Licensor
to organize the initial or any
additional
training courses similar to those referred to above or any
assistance in
its own training courses with respect to the subject matter
of this
agreement, Licensor shall organize such training courses or
grant
the assistance
so requested during periods to be mutually agreed by and
between the
parties hereto, provided that Licensee has to pay Licensor the
customary per
diem fee and in the event of training courses to be organized
by Licensor the
provisions laid down in the above subsections 2, 4 and 6
shall apply.
Article 6.
Licensor's Services and Warranties.
6.1. Upon written request of Licensee,
Licensor shall send to Licensee, subject
to availability,
technical personnel and to mutual agreement, one or more
qualified
automation-engineers and/or experts to render services to
Licensee in connection with
Licensor's obligation laid down in Article 4
hereof and with
respect to manufacturing, operating and testing the FROG
and SuperFROG
for a reasonable period of time to be agreed upon by parties
hereto, provided
that Licensee agrees to bear the cost of travelling,
living and
accommodation of the said engineers and/or experts as well as
the customary
per diem established by Licensor attributable to a similarly
qualified
engineer and/or expert. Any and all additional costs directly
connected with
the services rendered by the Licensor to Licensee, such as,
but not limited
to, translation and interpreter expenses, shall be borne by
Licensee.
6.2. In providing Services Licensor shall
act as an advisory capacity only.
Neither Licensor
nor its employees shall have any responsibility for
manufacturing,
using, marketing and trading the Licensee's products by
using or
applying FROG and SuperFROG, nor for design, installation,
operation of
FROG and SuperFROG in the Licensee's products, nor for any
decision which
may be made in connection therewith. Furthermore Licensor
and its
employees, when rendering services contemplated in section 1 of
this Article 6,
shall not be liable for any damage whatsoever, except for
Licensor's or
its employees' willful act or willful negligence or omission,
caused to
Licensee, its employees and or third parties.
<PAGE>
Article 7 - FROG
and Sub-License
7.1. It is expressly understood by both
parties that a sub-license, as referred
to in Article 2
section 4, is to be concluded by Licensee with any and all
end users for
the use of Licensee's products wherein FROG and/or SuperFROG
are applied, on
each separate hardware unit.
7.2. Licensee is not entitled to grant a
corporate sub-license to an end user,
unless the
Licensor has given prior approval.
Article 8 - Confidentiality
Licensee on behalf of itself, its
subsidiaries, its sub-licensee's, its
suppliers, its employees and its advisors
agrees:
8.1. That it will receive and retain the
know-how received pursuant to this
Agreement from
Licensor, made in written form, in confidence, and will not
disclose the
know-how unless the know-how is readily available in written
form to the
trade from sources not attributable to Licensee.
8.2. That it will take all necessary and
reasonable precautions to receive and
retain the
Know-how in confidence.
8.3. That it will obtain written
undertakings form other persons including
sub-licensees
who receive the know-how, or portions thereof, on a
need-to-know
basis to the effect that the said person or persons receiving
the know-how
agree to receive and retain it in confidence.
8.4. That any reproduction, note, summary
or similar document relating to the
know-how
received by it from Licensor marked "secret" of "confi
