Watiare International
Inc.
L I C E N S E
A G R E E M E N T
This LICENSE AGREEMENT
made as of the 25 th day of January 2007 between WATAIRE
INTERNATIONAL, INC., a corporation incorporated under the laws of
the State of Washington, United States of America, with its
corporate office located at Suite 300, Warner Center, 21550 Oxnard
Street, Woodland Hills, California, USA 91367
(hereinafter referred to as the
“Grantor”)
and
AIRBORN WATER COMPANY
LTD a limited corporation under the laws of the United Kingdom,
with its corporate office located at 39 – 40
Emperor’s Gate, London, United Kingdom SW7 4HJ
(hereinafter referred to as the “Licensee”)
WHEREAS:
1. The Grantor is
the owner of certain rights to technological knowledge and
equipment with respect to Atmospheric Water Production Technology
as hereinafter defined; and
2. The Licensee intends
to purchase equipment from the Grantor for use in the production of
consumer bottled water and beverage facilities.
The Licensee will market and sell its own
brand(s) of consumer bottled water and beverages which may be
produced in full or in part by the Grantors equipment or products,
as well as other manufactures products and or services in the
Territory (s) hereinafter specified and desires a license from the
Grantor under the Technology as hereinafter defined.
In addition, the Licensee plans to market and
distribute the Grantors products in the territory of the United
Kingdom, in which, the Licensee will act as manufactures exclusive
representatives in such territory.
IN CONSIDERATION of the
mutual promises and covenants contained in this License Agreement,
and other good and valuable consideration, the receipt and
sufficiency of which is acknowledged, the parties agree as
follows:
1.
Definitions
In this License
Agreement:
(a)
“Products” shall mean the CI-2500 and CI-5000, and any
future commercial grade product to be manufactured by the Grantor
or capable of being manufactured by the Grantor with the
Grantor’s Technology.
(b) “Other
Products” shall mean products utilizing other technology(s)
that may be solely, partially, and or integrated with the
technologies owned by the Grantor and or other designed and
manufactured products and or services form other
manufactures.
(c)
“Technology” includes all use of technical information,
intellectual property, patents, patents that are pending,
procedures, methods, practices, techniques, information, and
production manuals, manufacture, production, inspection and testing
of the Products and Other Products.
(d) “Exclusive
Territory” includes that Territory as outlined and described
as follows: United Kingdom
(e) “Non-Exclusive
Territory” is based on a Worldwide Territory except where
there may be existing exclusive distributers.
2. Grant of
License
(1) The Grantor grants
to the Licensee the exclusive license in the Territory of the
United Kingdom and a non-exclusive license outside the United
Kingdom under a 60 day right of first refusal on Territories
outside the United Kingdom, to use the Technology for the purpose
of bottling and selling atmospheric generated water, known as
converting air to water and filtering such water for human
consumption within the Territory.
(2) The Licensee
acknowledges that some or all of the Technology has been disclosed
and delivered to the Licensee in confidence prior to and in
contemplation of the execution of this License
Agreement.
(3) The obligation to
furnish the Technology shall extend to Technology existing at the
date of this License Agreement and future developments,
improvements and associated technology.
(4) The Grantor warrants
that there are no other existing licenses for a consumer bottled
water facility under the Technology in the Territory other than
those licenses to be granted and are excluded from this License
Agreement as they relate to the sale of equipment, and covenants
that no further disclosure to third parties will be made by it of
the Technology in the Territory while this License Agreement is in
force.
(5) The Grantor warrants
that the Technology will be sufficient and suitable for the
manufacture of the Products and Other Products provided that the
Licensee at all times conforms strictly with the
Technology.
(6) No further or
different rights or licenses are granted or implied.
3. Term of License
Agreement
Subject to the
provisions for early termination as set out in this License
Agreement, this License Agreement shall remain in full force and
effect for a period of fourteen years (14) years and Licensee is
hereby granted the option to renew this License Agreement for an
additional ten(10) year term.
4.
Improvements
(1) Disclosure: Each
party agrees to promptly disclose to the other any and all
technical data and information relating to any and all developments
or improvements of the Products or Other Products (whether or not
patentable) and of the Technology that it may develop or acquire
during the term of this Agreement to the extent that such
disclosure is not restricted or prohibited by law, by any
undertaking given to, or any condition, restriction or restraint
imposed by third parties, or by considerations relating to the
validity of any patent in respect of which application is about to
be made.
(2) Grant Under
Improvements: The Grantor shall grant to the Licensee all
improvements and developments through to be furnished to the
Licensee, together with an ancillary grant of the right to use any
associated Technology, provided that in the case of any such
improvement or development the disclosure of which by the Grantor
is subject to any restrictions, legal prohibitions, undertakings
given to or conditions, restrictions or restraints imposed by third
parties or considerations relating to the validity of any patent in
respect of which application is about to be made, any grant by the
Grantor to the Licensee under this provision shall be limited
accordingly.
(3) Feed-back License:
Under all developments or improvements of the Products and Other
Products to be furnished by the Licensee to the Grantor, the
following additional terms shall apply:
(a) Inside the
Territory, the Licensee shall have the exclusive license to produce
bottled water using the technology and products of the Grantor, to
process, bottle and sell filtered water with incorporating or
constituting such developments or improvements. Provided that in
the case of any such improvement or development the disclosure of
which by the Licensee is subject to any restriction, legal
prohibitions, undertakings given to or conditions, restrictions or
restraints therefore any grant by the Licensee to the Grantor shall
be limited accordingly.
5. Obligations of the
Grantor
(1) Technical
Assistance: Upon the written request of the Licensee, the Grantor
shall render all Technology, training and technical assistance
necessary to be provided by the Grantor under this License
Agreement at times and places mutually agreed upon and subject to
the availability of the Grantor’s personnel and facilities.
The Grantor does not warrant or agree that any of its personnel to
be furnished or to be made available to the Licensee under this
License Agreement will speak any language other than English. The
Licensee shall obtain all necessary visas, work permits, residence
permits or other permits or approvals necessary for the entry into
and working in the Territory of all technical personnel who are to
be provided by the Grantor under the terms of this License
Agreement. The Licensee shall reimburse the Grantor for the costs
with respect to any employees sent to and maintained in the
Territory under this paragraph. Such reimbursement shall be made by
the Licensee in USD currency and shall be in the amount of the
total of the following:
(a) pre-approved by the
Licensee, the reasonable expenses of the personnel in traveling to,
in and around and from Territory; and
(b) pre-approved by the
Licensee, the reasonable and ordinary living expenses of the
personnel while in the Territory.
The Licensee further
agrees to reimburse the Grantor for the aforementioned costs and
expenses within thirty (30) days following receipt of the
Grantor’s invoice.
(2) Warrants: Grantor
warrants that Grantor will immediately deliver to Licensee any and
all improvements Grantor has developed on the Products, Other
Products and the Technology.
(3) Verification
Testing: The Grantor shall perform a verification test on the
Products and Other Products manufactured in accordance with the
Technology. If the verification test indicates that the manufacture
of the Products or Other Products is in conformity with the
technical specifications of the Technology, the verification test
shall be considered to have been successfully completed. In the
event that the verification is not successfully completed, the
Grantor shall analyze the causes and take the necessary measures to
eliminate the defects.
6. Compliance with
Local Laws
The Licensee shall
ensure that any registration or notification required by the laws
of the Territory shall have been carried out. The Licensee shall
comply with all laws and regulations as may apply with the
Territory, as applicable to this License Agreement and all
transactions and activities contemplated or to be performed under
this License Agreement, and shall procure and maintain all
approvals, licenses, permissions and permits necessary to the
performance of its business and conduct its business in a manner so
as to not bring discredit upon the reputation of the Products,
Other Products or the Grantor. The Licensee shall keep the Grantor
informed of any laws or regulations of the Territory which may
affect the promotion, sales, services or maintenance of the
Products and Other Products in order that the Grantor will not
breach any such laws or regulations through lack of awareness
thereof.
7. Licensee’s
Prohibitions
(1) Advertising: The
Licensee shall not advertise the Products or Other Products outside
the Territory except where advertisements are included in
international publications and Internet publications.
(2) Remain in Territory:
The Licensee shall not seek customers, establish any branch or
maintain any office or depot in relation to the Products and Other
Products anywhere outside the Territory unless agreed to in writing
by the Grantor.
8.
Consideration
(1) Payments: The
Licensee agrees to issue payments to the Grantor for the purchase
of equipment, a minimum amount of One Million Dollars ($1,000,000)
within twelve (12) months of signing of this agreement under the
following terms and conditions:
A)
On or before May 30
th 2007 the Licensee shall order a minimum of Two
Hundred and Fifty Thousand ($250,000.00) worth of equipment from
the Grantor; and
B)
On or before September
30 th 2007 the Licensee shall place another minimum
order of Two Hundred and Fifty Thousand ($250,000.00) worth of
equipment from the Grantor; and
C)
On or before January 31
st 2007 the Licensee shall place
another minimum order of Five Hundred Thousand ($500,000.00) worth
of equipment from the Grantor.
All said payments are
payable in US dollars to the bank branch and account designated by
the Grantor.
(2) Royalties: As
consideration for the license granted under the Technology, the
Licensee agrees to pay the Grantor during the term of this License
Agreement an ongoing royalty for the use of the Product in the
production of bottled water an amount equal to five (5%) percent of
the revenues of the Licensee for the sale of the Product and
product produced by such Product less reasonable expenses
associated with the cost of sale. Such Royalties shall be
determined and agreed upon by both parties prior to initiation of
sales. Royalties shall be payable on a quarterly basis. The
Licensee agrees to pay the Grantor a minimum annual Royalty in
order to maintain exclusively for the territory. The minimum annual
Royalty shall be negotiated and agreed upon by the parties on or
before May 30 th 2007.
(3) Payment
Period: Within forty-five (45) days of the end of March, June,
September and December, the Licensee shall deliver to the Grantor a
written statement giving the total number of Products and Other
Products manufactured for the quarter being reported. Concurrently
with the making of each such report, the Licensee shall remit the
Royalties then due to the Grantor in respect of the use of the
Technology for the quarter being reported.
(4) Pricing:
Grantor shall provide the Licensee with Favored Nation
Pricing on the equipment purchased by the Licensee.
(5) Interest on Late
Payments: Interest on all late initial payments, royalties and any
other sums due to the Grantor shall be charged at the rate of one
(1%) percent per month until payment is received.
9. Currency of
Payment
(1) All payments
required to be made by or on behalf of the Licensee under this
License Agreement shall be paid in lawful currency of the United
States of America.
(2) Restrictive Currency
Laws: If any law or regulation is imposed in the Territory
restricting or limiting the right of the Licensee to make payment
to the Grantor as provided in this License Agreement, the Licensee
shall immediately notify the Grantor of any such restrictions or
limitations and shall use its best efforts to register or qualify
this License Agreement under any such law or regulation in order to
allow the Licensee to make full payment to the Grantor as provided
in this License Agreement. The Licensee agrees to modify any terms
or conditions of this License Agreement, which would not
unreasonably interfere with its utilization of the rights granted
under this License Agreement, if such modifications are necessary
in order to allow the Licensee to make full payment to the
Grantor.
10.
Granto
