LICENSE AGREEMENT

 

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

 

 

 

 

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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.

 

 

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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.

 

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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.

 

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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.

 

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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.

 

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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.

 

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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.

 

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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.

 

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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.

 

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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,