Exhibit 33.1
LICENSE AGREEMENT
INFRARED VISION SENSOR SYSTEM
THIS AGREEMENT is made this _____ day of , 2005, by and between
Recreational Vehicle Systems Inc. hereafter referred to as RVS,
a
corporation existing under the laws of the State of Nevada,
having a business address at a , Nevada, ________, USA
(Licensee) and
Advanced Technologies Inc. hereafter referred to ATI,
(Licensor).
Recitals
WHEREAS, ATI has developed, at its own expense, Intellectual
Property (IP)
that is used to design and produce Infrared imaging systems
applicable to
many applications such as transportation (ground, sea, and air),
medical,
quality control, safety, security, and others. The IP consists of
designs,
inventions, patents, concepts, marketing material, engineering
data, and
other relevant items useful in the creation of viable commercial
products.
WHEREAS, ATI has
formal and informal business relationships with many
Thermal Imager suppliers. ATI's knowledge of these suppliers is
useful to
secure access to key component required for these different
Infrared system
applications.
WHEREAS, ATI has
conducted research into the License Field (LF) for
Recreational Vehicles, specifically Class Motor Coaches. The
research has
produced design concepts, market understanding, marketing
materials, and
demonstration hardware. The design features for Recreational
Vehicles
concept are not limited to the LF but apply all or in part to
other
projects or applications.
WHEREAS, RVS seeks the right to develop, make, have made, use, sell
and
have sold an infrared night vision system base in part on ATI's
Proprietary
Data, Intellectual Property, and Technical Knowhow for a commercial
night
vision system suitable for the Recreational Vehicle
application.
WHEREAS, RVS has the
desire to assess the viability of the market for the
Recreational Vehicle application. Now, therefore, RVS and ATI
(the
"Parties") agree as follows:
ARTICLE I; DEFINITIONS
Section 1.1 "ATI Proprietary Data" - shall mean information which
has been
originated by or is peculiarly within the knowledge of ATI and is
subject
to protection under recognized legal principles, provided that no
element
of such information shall be considered ATI Proprietary Data after
any date
on which such element is shown to be available to the general
public
without fault of RVS.
Section 1.2 "IntellectualProperty
(IP)" - shall
mean Property that
consists of designs, design concepts, marketing materials,
engineering
data, hardware components, patents, rights to patents, and other
material
relating to Infrared Technology and its application.
Section 1.3 "Licensed Products
(LP)" - Shall mean any product or portion
thereof which embodies any ATI Proprietary Data and/or ATI
Intellectual
Property at the time of manufacture, use or sale of such
product.
Section 1.4 "Licensed Field (LF)"
- Shall
mean the commercial sale to
any customer for use on any motor coach or motorized vehicle
licensed to
operate on USA roads, turnpikes, freeways, and highway system,
where the
use of said vehicle is under license and applicable regulatory
control by
federal or state agencies in the USA or other appropriate regions
of the
world.
Section 1.5 "Sell" or "Sold" -
shall mean and include to lease, give,
transfer, deliver, or otherwise dispose of for considerations.
Section 1.6 "Effective Date of this License Agreement" - shall mean
the
date first set forth above, following the completion of all
signature of
this License Agreement by both parties.
ARTICLE II:
License Grant
Section 2.1 ATI hereby grants to RVS a worldwide, exclusive license
for the
use of ATI Proprietary Data and Intellectual Property to make, have
made,
use, Sell, and have Sold, as well as the maintenance and repair of,
the
License Products for the Licensed Field.
Section 2.2 The foregoing license shall include the right for RVS
to effect
an assignment to any affiliate of any and all of RVS's rights
and
obligations as specified elsewhere herein, subject to written
consent of
ATI. ATI's approval shall not be unreasonably withheld.
Section 2.3 ATI represents and warrants that it is the owner of the
above
Proprietary Data as it may apply in part or in total to the License
Field.
Section 2.4 No rights or licenses are granted herein to RVS,
expressly or
by implication, under any patents, applications for patents,
designs, or
proprietary information, other than the rights granted in Section
2.1 of
this Article II.
Section 2.5 No rights or licenses are granted herein to RVS,
expressly or
by implication, to use the names "Advance Technologies Inc.", or
"ATI".
ARTICLE III:
DOCUMENTATION
Section 3.1 Within thirty (30)
days of the Effective Date of this
Agreement, ATI agrees to provide RVS with any ATI Proprietary Data
related
to License Products to the extent available, consistent with
RVS's rights in Section 2.1.
Section 3.2 For the effective period or "Term" of this Agreement,
ATT
agrees
