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DEVELOPMENT AGREEMENT BETWEEN
MANTHEY REDMOND
CORPORATION AND MANTHEY HOLDINGS
PTY LIMITED
THIS AGREEMENT
is made on May 1,
2009.
MANTHEY
REDMOND CORPORATION (“the Licensee”),
MANTHEY HOLDINGS PTY LIMITED (“
Development
Company”)
(hereinafter
collectively the “Parties”)
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A.
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WHEREAS, the
Licensee has a right to sublicense, develop, manufacture, have
manufactured, use and sell or supply licensed products based on the
said Patents; and
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B.
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The Development
Company is willing to provide exclusive use of its engineering
facility and employees for the purpose of research and development
related to the technology contained in the said Patents;
and
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C.
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The parties
wish to record this arrangement by this written
agreement.
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In this
Agreement the following words shall have the following
meanings:
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means the
currency of the United States of America.
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the invention
claimed in the Patents referred to in the Patent Licensing
Agreement.
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“Licence”
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means the
licence granted in accordance with the Patent Licensing
Agreement
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“Patent
Licence Agreement”
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means the
written agreement entered into and between the Licensee and Manthey
Redmond (Aust) Pty Limited on May 1, 2009.
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“Owner”
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means Manthey
Redmond (Aust) Pty Limited, the registered owner of the
Patents.
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“Patents”
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means any and
all of the patents that are, or will be granted in the future based
on the description of invention referred to in schedule 1 of the
Patent Licence Agreement, including any continuations,
continuations in part, extensions, reissues, divisions, and
including any patents, supplementary protection certificates and
similar rights that are based on or derive priority from the
foregoing;
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“Principal Sum”
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means
$540,000.00
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“Research
Facility”
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means the
engineering facility owned and operated by the Development
Company.
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Compensation
for Services
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The Licensee
agrees to pay to the Development Company an amount not less than
$30,000 on the first day of each calendar month from the
commencement date.
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Services and
Goods to be provided the Development Company
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3.1 In
consideration of payment received pursuant to clause 2 of this
agreement, the Development Company agrees to build and test
prototypes based on the Patents at its Research
Facility.
3.2
The services referred to in clause 3.1 herein do not include
services relating to the transport of prototypes away from the
Research Facility. All costs associated with the transport and
demonstration of prototypes are to be borne by the
Licensee.
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Commencement and Termination by
Expiry
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4.1
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