INTELLECTUAL PROPERTY LICENSE AGREEMENT
Technology Alternatives, Inc.
Dendo Global Corp.
August 20, 2004
This
Intellectual Property License Agreement ("Agreement") is entered
into
August 20, 2004 (the "Execution Date")
between Technology Alternatives, Inc., an
Illinois corporation ("Licensor"),
and Dendo Global
Corp., a Nevada corporation
("Licensee").
Licensor
owns that certain intellectual property set forth in SCHEDULE
A,
attached hereto and incorporated by reference herein, which intellectual
property includes, without limitation, all listed hardware, software,
copyrights, trademarks and other intellectual property (the "Intellectual
Property"), and United States Patent No:
6,587,441,
a description of which
is
attached hereto as EXHIBIT A, registered in Licensor's name and
filed with the
United States Patent Trademark Office ("USPTO") on or around August 24,
1999
(the "Patent")1 (collectively the Intellectual
Property and the Patent shall be
referred to as herein as the "IP"),
and wishes to grant a
license to the IP to
the Licensee in exchange for shares of the
common stock of Licensee.
Accordingly, the
parties agree as follows:
1. License2.
1.1 Grant.
Licensor hereby grants to Licensee a worldwide, exclusive,
fully paid, license to the IP including all
rights to make, use, offer to sell,
sell, and import, exploit, update, enhance, fix, maintain, sublicense to
third-party end users and adapt the IP ("Use") as Licensee, in its sole
discretion, deems appropriate. Licensee
acknowledges that its utilization of the
IP will not create in it, nor will it
represent it has,
any right,
title, or
interest in or to such IP other than the
licenses expressly
granted herein. In
reference to the Patent, Licensor grants to Licensee a paid up
(excepting only
the payments expressly contemplated under this Agreement), exclusive,
nontransferrable, perpetual, royalty free
license to make, have made, use, sell,
offer for sale, and import products that would otherwise infringe the Patent.
Licensor, within the Licensor Grant Back Fields of Use (defined
in Section 1.2
below), may, at its sole discretion,
market, and license
the IP under names and
tradenames of its own choosing,
and may develop
updated and modified
versions
and derivative works of the IP without
attribution of
authorship to Licensee.
Licensor shall own, subject to the Licensor
Grant Back Fields of Use, all rights
and title, including copyrights, in and to updated and modified versions of
derivative works of the IP without
requiring permission from Licensee, and
without incurring payment obligations to Licensee. Licensor may market the
defined Licensor Grant Back Fields of Use
IP in whatever manner and at whatever
prices it deems fit.
-----------------
1 The "Patent" also includes any extensions,
continuations,
continuations-in-part, divisions, reissues, and foreign equivalents of U.S.
Patent 6,587,441.
2 The license granted pursuant to this Section 1 shall be referred to as
the
"License".
<PAGE>
1.2 Grant
Back. Licensee
hereby grants back to Licensor a fully-paid
non-exclusive right to use the IP in three (3)
specific fields of
use, namely
banking, transportation, and healthcare and all necessary
tools (i.e., generic
routines, subroutines, test equipment, jigs, vendor samples, software for
testing, or other related use, graphics, displays, documentation, programs,
methods and/or algorithms which define functionality unique to the IP)
("Licensor Grant Back Fields of Use").
PROVIDED, HOWEVER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO BE A
REPRESENTATION OR WARRANTY BY LICENSOR OF THE
VALIDITY OF ANY OF THE PATENTS OR
IMPROVEMENTS. LICENSOR SHALL HAVE NO LIABILITY
WHATSOEVER
TO LICENSEE OR ANY
OTHER PERSON FOR OR ON ACCOUNT OF ANY
INJURY, LOSS,
OR DAMAGE,
OF ANY KIND OR
NATURE SUSTAINED BY, OR ANY DAMAGE
ASSESSED OR ASSERTED
AGAINST, OR ANY
OTHER
LIABILITY INCURRED BY OR IMPOSED UPON
LICENSEE OR ANY OTHER PERSON, ARISING OUT
OF OR IN CONNECTION WITH OR RESULTING FROM
(A) THE PRODUCTION,
USE, OR SALE OF
ANY APPARATUS OR PRODUCT, OR THE PRACTICE
OF THE PATENTS OR IMPROVEMENTS; OR (B)
ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES WITH RESPECT TO ANY OF THE
FOREGOING, AND LICENSEE SHALL HOLD LICENSOR, AND ITS OFFICERS, AGENTS, OR
EMPLOYEES, HARMLESS IN THE EVENT LICENSOR, OR ITS OFFICERS, AGENTS, OR
EMPLOYEES, IS HELD LIABLE.
1.2 Term
of License
The
initial term of the License shall commence on the Closing and
extend
for six (6) months from the date thereof
(the "Initial Term"). At the expiration
of the Initial Term, this Agreement shall be automatically extended for
additional six (6) month terms unless and
until terminated
by mutual written
agreement of the Licensor and Licensee (the
"Term").
1.3 Right
to Sublicense.
Licensee
shall
have
the right to market and grant sublicenses
("Sublicenses") to the IP to a sublicensee
("Sublicensee").
2. Delivery. Licensor shall deliver to Licensee the IP, and copies of all
documents relating thereto including,
without limitation, copies of copyright
and trademark registrations and copies of the
patent prosecution
history file
for the Patent, and all pending and all final
issued patents and
patent claims
contained therein in any jurisdiction on a schedule to be determined by the
parties.
<PAGE>
3. Consideration. Licensor shall receive, in consideration for the License
granted herein and in consideration of the
performance of every term, obligation
and condition required to be performed
hereunder,
Four Million (4,000,000)
validly issued, fully-paid and nonasseable
shares of Licensee's
common stock
(the "Shares"). As additional consideration for the License
granted hereunder,
Licensee shall issue the Additional
Shares (defined in
Section 10.9.8 below) to
the nominees identified by Licensor. Licensee shall issue the Shares and the
Additional Shares within ten (10) days of the
Closing (defined in Section 4
below) (the "Effective Date"). Licensee shall receive, in partial
consideration
for entering into this transaction,
a non-refundable cash
payment in the amount
of $100,000 (the "Cash Payment") which shall be paid by Licensor to
Licensee
prior to the Closing (defined below).
4. Closing. Unless this Agreement shall have been terminated and the License
herein contemplated shall have been abandoned pursuant to the terms of this
Agreement and subject to the satisfaction or waiver of the Closing
Conditions
and Conditions Precedent to Licensor's Obligations (defined in Section 10
below), the consummation of the License shall take place as promptly as
practicable (and in any event within three
(3) business days) after satisfaction
or waiver of the Closing Conditions and delivery of all the
Licensor Closing
Documents (defined in Section 6 below) and the Licensee Closing Documents
(defined in Section 5 below), at a closing (the "Closing") to be held at the
offices of The Otto Law Group, PLLC, 900 Fourth Avenue, Suite 3140, Seattle,
Washington 98164, unless another date, time or place
is agreed to in writing by
Licensor and Licensee.
5 Licensee Closing Documents. At the
Closing, Licensee shall deliver or cause to
be delivered to Licensor the following
documents (collectively, the "Licensee
Closing Documents"):
5.1
Certificates Representing the Shares and the Additional Shares. One
or
more stock certificates representing ownership of the
Shares and the Additional
Shares, which certificates shall be held
and released pursuant to Section 14.15;
5.2
Reserved;
5.3
Licensee Officer's Certificate. A certificate dated as of the
Closing
executed by a duly authorized officer of
Licensee certifying
that all necessary
actions have been taken by Licensee's shareholders and directors to authorize
the transactions contemplated by this
Agreement and that all representations and
warranties made by Licensee in this
Agreement are complete and correct in
all
material respects as of the Closing as if
made on the Closing;
5.4
Resolutions. Copies of signed resolutions of the board of directors
of
Licensee approving the following corporate
actions by the Licensee:
5.4.1 the
approval of the License and consummation of this Agreement;
<PAGE>
5.4.2
approving the issuance
by Licensee at Closing of the Shares and the
Additional Shares;
5.5 The
Indemnification
Agreement in a form
reasonably agreed to
by the
parties;
5.6
Licensee Officer's Certificate Regarding Corporate Documents. A
certificate dated as of the Closing
executed by a duly
authorized
officer of
Licensee certifying that all minute books relating to meetings and actions
of
the Lesses's Board of Directors and shareholders have been delivered to
Licensor; and
5.7 Other
Documents and Instruments. Such other documents and
instruments
as Licensor's counsel may deem to be necessary or advisable to effect the
transactions contemplated by this
Agreement.
6. Licensor Closing Documents. At the Closing, Licensor shall deliver or
cause
to be delivered to Licensee the following
documents (collectively, the "Licensor
Closing Documents"):
6.1
Reserved;
6.2
Licensor Officer's Certificate. A certificate dated as of the
Closing
executed by a duly authorized officer of
Licensor certifying
that all necessary
actions have been taken by Licensor's shareholders and directors to authorize
the transactions contemplated by this
Agreement and that all representations and
warranties made by Licensor in this
Agreement are complete and correct in
all
material respects as of the Closing as if
made on the Closing;
6.3
Resolutions. Copies of signed resolutions of the board of directors
of
Licensor approving the License and
execution of this Agreement;
6.4
Investment
Letters. Investment Letters in the form reasonably
requested by Licensee executed by each person and entity that is receiving
Shares and/or Additional Shares at
Closing;
6.5
Indemnification
Agreement. The
Indemnification
Agreement in a
form
reasonably agreed to by the parties;
and
6.6 Other
Documents and Instruments. Such other documents and
instruments
as Licensee's counsel may deem to be necessary or advisable to effect the
transactions contemplated by this
Agreement.
<PAGE>
7. Representations and Warranties of
Licensee and the Warranting Shareholder to
Licensor.
Lindsay Hedin (the "Warranting Shareholder"), and Licensee, jointly and
severally represent and warrant to Licensor that the
statements
contained in
this Section 7 are correct and complete as
of the date of this Agreement.
7.1
Organization.
Licensee is a corporation duly organized, validly
existing, and in good standing under the
laws of the State of Nevada. Licensee
has all the requisite power and authority to own,
lease and operate all
of its
properties and assets and to carry on its
business as currently conducted and as
proposed to be conducted. Licensee is duly licensed or
qualified to do business
and is in good standing in each
jurisdiction in which the nature of the business
conducted by it makes such licensing or qualification necessary and where the
failure to be so qualified would, individually or in the aggregate, have a
material adverse effect ("Material Adverse
Effect") upon it.
7.2
Authorization of Transaction. Licensee and the Warranting
Shareholder
have full power and authority to execute and deliver
this Agreement and the
Licensee Closing Documents and to perform all obligations hereunder and
thereunder. This Agreement constitutes,
and the Licensee
Closing Documents will
constitute, the valid and legally binding obligation of Licensee and the
Warranting Shareholder, enforceable in accordance with
their respective
terms
and conditions.
7.3
Capitalization.
The authorized capital
stock of Licensee consists of
50,000,000 shares of common stock, par value
$.001, of which 28,875,000 shares
are issued and outstanding, and 5,000,000 shares of preferred
stock, par value
$.001, none of which are issued
and outstanding. All issued and outstanding
shares of Licensee stock have been duly
authorized and validly
issued, and are
fully paid and nonassessable. All of the
outstanding shares of common stock (and
options to purchase common stock) and other
outstanding
securities of
Licensee
have been duly and validly issued in compliance with federal and state
securities laws. There are no outstanding
or authorized subscriptions, options,
warrants, plans or, except for this Agreement and as contemplated by this
Agreement, other agreements or rights of any kind to
purchase or otherwise
receive or be issued, or securities or
obligations of any kind convertible into,
any shares of capital stock or other
securities
of Licensee,
and there are no
dividends which have accrued or been declared but are unpaid on the capital
stock of Licensee. There are no outstanding or
authorized stock
appreciation,
phantom stock or similar rights with respect to
Licensee. The Shares and the
Additional Shares, when issued at Closing against the
consideration
described
herein, will be duly authorized and validly issued, fully paid and
nonassessable. The Shares and the Additional
Shares when issued at Closing will
not be subject to any preemptive rights or
other similar restrictions.
7.3.1 Shares held by the Warranting Shareholder. As of the
Execution
Date, the Warranting Shareholder holds Fifteen Million
(15,000,000)
shares of
the common stock of Licensee, which shares comprise a "majority" of the
issued
and outstanding shares of Licensee for
voting purposes and which shares comprise
no less than 51% of the issues and
outstanding shares of Licensee.
<PAGE>
7.4
Subsidiaries.
Licensee does not own, directly or indirectly, any
capital stock or other equity interest in
any corporation,
partnership or other
entity.
7.5
Reserved.
7.6
Noncontravention.
Neither the execution and the delivery of this
Agreement or the Licensee Closing Documents, nor the consummation of the
transactions contemplated hereby or thereby, by Licensee or the Warranting
Shareholder will (i) violate any constitution, statute, regulation, rule,
injunction, judgment, order, decree,
ruling, charge, or other restriction of any
government, governmental agency, or court to which Licensee
or such Warranting
Shareholder is subject, or (ii) conflict
with, result in a breach of, constitute
a default under, result in the acceleration
of, create in any party the right to
accelerate, terminate modify, or cancel, or require any notice under any
agreement, contract, lease, license,
instrument, or other
arrangement to which
Licensee or such Warranting Shareholder is a party or by which
Licensee or such
Warranting Shareholder is bound or to which
Licensee or any of such Warranting
Shareholder's assets is subject. Neither
Licensee nor any Warranting Shareholder
needs to give any notice to, make any
filing with, or obtain any authorization,
consent, or approval of any government or
governmental agency in
order for the
parties to consummate the transactions
contemplated by this Agreement.
7.7 SEC
Filings and Financial Statements.
7.7.1 To the knowledge
of Licensee and Warranting Shareholder,
Licensee has filed with the SEC and made available to Licensor or its
representatives all forms, reports and documents required to be filed by
Licensee with the SEC since March 31, 2001
(collectively,
the "Licensee SEC
Reports"). To the knowledge of Licensee and
Warranting Shareholder, the Licensee
SEC Reports (i) at the time filed,
complied in all
material respects
with the
applicable requirements of the 33 Act and the 34 Act,
as the case may be,
and
(ii) did not at the time they were filed (or if amended or superseded by a
filing prior to the date of this
Agreement,
then on the date of
such filing)
contain any untrue statement of a material
fact or omit to state a material fact
required to be stated in such Licensee SEC
Reports or necessary in order to make
the statements in such Licensee SEC
Reports, in the light
of the
circumstances
under which they were made, not
misleading.
7.7.2 To the knowledge of Licensee and Warranting Shareholder,
each
of the financial statements (including, in each case, any related notes)
contained in the Licensee SEC Reports,
including any Licensee
SEC Reports filed
after the date of this Agreement
until the Closing,
complied or will
comply as
to form in all material respects with the applicable published rules and
regulations of the SEC with respect
thereto, was prepared in accordance
with
generally accepted accounting principles applied on a consistent basis
throughout the periods involved (except as
may be indicated in the notes to such
financial statements or, in the case of
unaudited statements,
as permitted by
Form 10-Q or Form 10-QSB of the SEC) and
fairly presented the consolidated
financial position of Licensee at the
respective
dates and the results
of its
operations and cash flows for the periods
indicated,
except that the
unaudited
interim financial statements were or are subject to normal and recurring
year-end adjustments which were not or are not expected to be material in
amount.
<PAGE>
7.8
Absence of Material
Change. Since June 30,
2004, there has been no
change in the business, operations, financial condition or liabilities of
Licensee as stated in the Form 10-QSB
filed by Licensee on
August 16, 2004 with
the SEC that would result in a Material
Adverse Effect to Licensee.
7.9
Litigation.
There
are no actions, suits, claims, inquiries,
proceedings or investigations before any
court, tribunal,
commission,
bureau,
regulatory, administrative or governmental
agency, arbitrator, body or authority
pending or, to the knowledge of such
Warranting Shareholder, threatened against
Licensee which would reasonably be expected to result in any liabilities,
including defense costs, in excess of
$1,000 U.S. in the aggregate. Licensee is
not the named subject of any order, judgment or decree and is not in
default
with respect to any such order, judgment or
decree.
7.10 Taxes
and Tax Returns.
Licensee has timely and correctly filed tax
returns and reports (collectively, "Returns") required by applicable
law to be
filed (including, without limitation,
estimated tax returns, income tax returns,
excise tax returns, sales tax returns, use tax returns, property tax returns,
franchise tax returns, information returns and withholding, employment and
payroll tax returns) and all such returns were (at the time they were
filed)
correct in all material respects,
and have paid all
taxes, levies, license
and
registration fees, charges or withholdings
of any nature whatsoever reflected on
such Returns to be owed and which have
become due and
payable except for any
that is being contested in good faith.
Any unpaid U.S.
Federal income taxes,
interest and penalties of Licensee do not
exceed $5,000 U.S. in the aggregate.
7.11
Employees. Licensee has no salaried employees.
7.12
Compliance with Applicable Law.
7.12.1 Licensee
holds all licenses, certificates, franchises,
permits and other governmental authorizations ("Permits") necessary for the
lawful conduct of its business and such Permits are in full force
and effect,
and Licensee is in all material respects
complying therewith,
except where the
failure to possess or comply with such
Permits would not have, in the aggregate,
a Material Adverse Effect on Licensee.
7.12.2 Licensee is and for the past three years has been in
compliance with all foreign, federal, state and local laws, statutes,
ordinances, rules, regulations and orders
applicable to the operation, conduct
or ownership of its business or properties
except for any noncompliance which is
not reasonably likely to have, in the aggregate,
a Material
Adverse Effect on
Licensee.
<PAGE>
7.13
Contracts and Agreements. Licensee is not a party to or
bound by any
commitment, contract, agreement or other instrument which involves or could
involve aggregate future payments by Licensee of more than
$1,000 U.S., (ii)
Licensee is not a party to or bound by any
commitment,
contract, agreement or
other instrument which is material to the
business, operations, properties,
assets or financial condition of Licensee,
and (iii) no
commitment,
contract,
agreement or other instrument, other than charter documents,
to which Licensee
is a party or by which Licensee is bound, limits the freedom of Licensee to
compete in any line of business
or with any person.
Licensee is not in
default
on any contract, agreement or other
instruments.
7.14
Affiliate Transactions.
7.14.1 With the exception of the transaction(s) described in
Section
7.14.3, Licensee has not engaged in, and is
not currently obligated to engage in
(whether in writing or orally),
any transaction with
any Affiliated Person
(as
defined below) involving aggregate payments by or to
Licensee of $1,000 U.S. or
more.
7.14.2 For purposes of this Section 4.14, "Affiliated Person"
means:
(a) a director,
executive officer or
Controlling Person
(as
defined below) of Licensee;
(b) a spouse of a director, executive officer or Controlling
Person of Licensee;
(c) a member of the immediate family of a director, executive
officer, or Controlling Person of Licensee
who has the same home as such person;
(d) any corporation or
organization (other
than Licensee) of
which a director, executive officer or
Controlling Person of Licensee is a chief
executive officer, chief financial officer, or a person performing similar
functions or is a Controlling Person of
such other corporation or organization;
(e) any trust or estate in which a director, executive
officer, or Controlling Person of Licensee or the spouse
of such person has a
substantial beneficial interest or as to which
such person or his spouse serves
as trustee or in a similar fiduciary
capacity; and
(f) for purposes of this Section 7.14, "Controlling Person"
means any person or entity which,
either directly or indirectly,
or acting in
concert with one or more other persons or
entities owns,
controls or holds with
power to vote, or holds proxies representing ten percent or more of the
outstanding common stock or equity
securities.
<PAGE>
7.14.3 Licensee
intends to make
distributions of up to $100,000 to
certain directors, executive officers,
Controlling Persons and certain creditors
of Licensee in connection with satisfying all the
liabilities of Licensee prior
to the Closing, the cancellation of certain
shares and payment of other amounts.
None of the Cash Payment will be available
to Licensee after the Closing.
7.15
Limited
Representations
and Warranties. Except for the
representations and warranties of the Licensor expressly set forth herein,
Licensee has not relied upon any representation and warranty made by or on
behalf of Licensor in making its
determination to enter
into this Agreement and
consummate the transactions contemplated by
this Agreement.
7.16
Disclosure.
No representation or warranty made by a Warranting
Shareholder contained in this Agreement, and no statement contained in the
Schedules delivered by Licensee and the Warranting Shareholder hereunder,
contains any untrue statement of a material
fact or omits any
material fact
necessary in order to make a statement herein or therein, in light of the
circumstances under which it is made, not
misleading.
7.17 Title
to Property.
7.17.1 Real Property.
Licensee does not own
or lease, directly
or
indirectly, any real property.
7.17.2 Environmental
Matters. Licensee does
not have any financial
liability under any environmental laws.
7.18
Personal Property.
Licensee does not own
any personal property
the
current fair market value of which is more
than $1,000 U.S.
7.19
Licensee Intellectual Property. With the possible exception of
off-the-shelf software, Licensee does not own,
license or lease,
directly or
indirectly, any Licensee Intellectual Property. "Licensee Intellectual
Property", for purposes of this Agreement, shall mean: patents, patent
applications, trademarks, trademark registrations,
applications for
trademark
registration, trade names, service marks, registered Internet domain names,
licenses and other agreements with respect to any of the foregoing to which
Licensee is licensor or licensee prior to
the Closing. In addition, there are no
pending or, to Licensee's and the Warranting Shareholder's knowledge,
threatened, claims against Licensee by any person as to any of the
Licensee
Intellectual Property, or their use, or claims of
infringement by
Licensee on
the rights of any person and no valid basis
exists for any such claims.
7.20
Insurance.
Licensee does not own, directly or indirectly, any
insurance policies with respect to the
business and assets of Licensee.
7.21
Powers of Attorney. Licensee does not have any powers of
attorney
outstanding other than those in the ordinary
course of business with respect to
routine matters.
<PAGE>
7.22 Bank
Accounts. The Company
has one bank account in Logan, Utah. The
Cash Payment will be deposited in this bank
account. The Warranting Shareholder
will use the funds in this account to make
those payments
that the Warranting
Shareholder deems appropriate. There will be no funds available
in this account
after the Closing and the account will be
closed by Warranting
Shareholder
as
soon as such disbursements are made.
7.23
Product Claims. No product or service liability claim is pending
against Licensee or against any other party with respect to the products or
services of Licensee.
8. Representations and Warranties of
Licensor to Licensee.
Licensor represents and warrants to
Licensee that the
statements contained
in
this Section 8 are correct and complete as
of the date of this Agreement.
8.1
Organization.
Licensor is a corporation duly organized, validly
existing, and in good standing under the
laws of the State of Illinois. Licensor
has all the requisite power and authority to own,
lease and operate all
of its
properties and assets and to carry on its
business as currently conducted and as
proposed to be conducted. Licensor is duly licensed or
qualified to do business
and is in good standing in each
jurisdiction in w
