LICENSE AGREEMENT
THIS AGREEMENT dated for
reference the 26th day of September, 2008.
|
AMONG:
|
|
EUROSLOT S.A.S. , a corporation existing under the laws of
France with a
|
|
registered office at ZA Les Priedons Sud, 86140
Scorbe-Clairvaux, France
|
|
|
|
(herein called “Licensor”)
|
|
AND:
|
|
USR TECHNOLOGY, INC. , a corporation existing under the laws
of the State
|
|
of
Nevada with its executive office at 20333 State Hwy. 249, Suite
200,
|
|
Houston, Texas
|
|
|
|
(herein called “Licensee”)
|
WHEREAS:
A.
The Licensor owns and has patented a technology it invented and
developed for manufacturing articulated downhole screen filters for
use in oil and gas drilling operations to eliminate solid particles
contained in hydrocarbons prior to transporting them out to the
surface (such articulated downhole screen filters are herein called
the “ Products” ). The articulated screen
filters as produced by the Licensor are marketed under the
trademark "Snake Screen"
B.
The Licensor's patent rights and trademark rights are designated
herein together as constituting the Intellectual Property rights
concerned by the present license agreement. The know-how that the
Licensor has developed concerning the patented technology for
manufacturing articulated screen filters is not within the licensed
Intellectual Property rights, other than as set out in Section 5.2
of this License Agreement, (herein called the “ IP
Rights ”). The patent (“The Licensors Patent
Right”) and trademark (“The Licensors Trademark
Right”) rights are more particularly described in Schedule 1
to this License Agreement.
C.
The Licensee wishes to acquire from the Licensor and the Licensor
agrees to grant to the Licensee the exclusive right to use the IP
Rights.
D.
The Licensor will be the sole and exclusive manufacturer of
the Products, which will be produced according to the patented
technology, and the Licensor will sell such Products to the
Licensee on a worldwide basis, excluding France, Iran and
Russia.
E.
The Licensor has agreed to grant Licensee the exclusive right to
use the IP Rights under the terms and conditions as set forth in
this License Agreement.
NOW THEREFORE in consideration of
the premises and the respective covenants, agreements
representations, warranties and indemnities of the parties herein
contained and for other good and valuable consideration (the
receipt and sufficiency of which is hereby acknowledged) the
parties hereto covenant and agree as follows:
|
1.
|
DEFINED
TERMS
|
|
|
|
|
1.1
|
For the purposes of this
Agreement, unless the context otherwise requires, the following
terms will have the respective meanings set out below and
grammatical variations of such terms will have corresponding
meanings:
|
|
|
(a)
|
“Business Day” means
any day which is not a Saturday, Sunday or statutory holiday in the
United States and France;
|
|
|
|
|
|
|
(b)
|
“Closing” means the
completion of the transactions contemplated in this Licence
Agreement;
|
|
|
|
|
|
|
(c)
|
“Closing Date” means
September 26, 2008, or such other date as the Licensor and the
Licensee may mutually determine;
|
|
|
|
|
|
|
(d)
|
“IP Rights” has the
meaning as ascribed in the whereas Clause B above.
|
|
|
|
|
|
1.2
|
Currency
. Unless otherwise indicated, all
dollar amounts in this License Agreement are expressed in United
States funds.
|
|
|
|
|
|
1.3
|
Sections and
Headings . The division
of this License Agreement into Articles, sections and subsections
and the insertion of headings are for convenience of reference only
and will not affect the interpretation of this License Agreement.
Unless otherwise indicated, any reference in this License Agreement
to an Article, section, subsection or Schedule refers to the
specified Article, section or subsection of or Schedule to this
License Agreement.
|
|
|
|
|
|
1.4
|
Number, Gender and
Persons . In this License
Agreement, words importing the singular number only will include
the plural and vice versa, words importing gender will include all
genders and words importing persons will include individuals,
corporations, partnerships, associations, trusts, unincorporated
organizations, governmental bodies and other legal or business
entities of any kind whatsoever.
|
|
|
|
|
|
1.5
|
Accounting
Principles . Except as
otherwise stated, any reference in this License Agreement to
generally accepted accounting principles refers to generally
accepted accounting principles that have been established in the
United States of America, including those approved from time to
time by the American Institute of Certified Public Accountants or
any successor body thereto.
|
|
|
|
|
|
1.6
|
Entire Agreement
. This License Agreement constitutes
the entire agreement between the parties with respect to the
subject matter hereof and supersedes all prior agreements,
understandings, negotiations and discussions, whether written or
oral. There are no conditions, covenants, agreements,
representations, warranties or other provisions, express or
implied, collateral, statutory or otherwise, relating to the
subject matter hereof except as herein provided.
|
|
|
|
|
|
1.7
|
Time of Essence
. Time will be of the essence of
this License Agreement.
|
|
|
|
|
|
1.8
|
Applicable Law
. This License Agreement will be
construed, interpreted and enforced in accordance with, and the
respective rights and obligations of the parties will be governed
by, the laws of England. All claim demands, disputes,
controversies, differences, or misunderstandings between the
Parties relating to this Agreement shall be settled by arbitration
before one arbitrator to be appointed in accordance with the
International Chamber of Commerce, such proceeding to be held in
London in the English language and judgment upon the award rendered
by the arbitrator may be entered in any court having jurisdiction
thereof.
|
|
|
|
|
|
1.9
|
Amendments and
Waivers . No amendment or
waiver of any provision of this License Agreement will be binding
on either party unless consented to in writing by such party. No
waiver of any provision of this License Agreement will constitute a
waiver of any other provision, nor will any waiver constitute a
continuing waiver unless otherwise provided.
|
|
|
|
|
|
1.10
|
Adjustments for Stock Splits,
Etc. . Wherever in this
License Agreement there is a reference to a specific number of
shares of stock of the Licensee, then, upon the occurrence of any
subdivision, combination or stock dividend of such stock, the
specific number of shares so referenced in this License Agreement
shall automatically be proportionally adjusted to reflect the
effect on the outstanding shares of such class or series of stock
by such subdivision, combination or stock dividend.
|
|
1.11
|
Schedules
. The following Schedules are
attached to and form part of this License Agreement: All terms
defined in the body of this License Agreement will have the same
meaning in the Schedule attached hereto.
|
|
|
Schedule 1 -
Description of patents and trademark
|
|
|
Schedule 2 -
Consents
|
|
|
Schedule 3
– Subscription Agreement
|
|
2.
|
GRANT OF
LICENSE
|
|
|
|
|
2.1
|
The Licensor hereby grants to the
Licensee, effective as of the Closing Date and for a period of 20
years, an exclusive worldwide license, excluding France, Iran and
Russia, to use the Licensors Patent Rights and the exclusive right
to use the Licensors Trademark Rights for a consideration of the
License Fee defined in Article 5 hereafter (the
“License”).
|
|
|
|
|
2.2
|
The License Agreement will take
effect on the day when the shares mentioned in Article 5 are issued
and attributed to the Licensor.
|
|
|
|
|
2.3
|
Licensee shall not assign or
sublicense the IP Rights granted under this license.
|
|
|
|
|
2.4
|
The Licensee agrees to assist the
Licensor in recording this License Agreement with appropriate
government authorities where such recording is required by law or
regulation or where such recording is permitted or desired by the
Licensor.
|
|
|
|
|
2.5
|
The Licensor shall not continue
to use the IP Rights , other than in France, Iran and
Russia, for its business and shall not sell or agree to sell all or
any portion of the IP Rights, other than as set out in Section
6.
|
|
|
|
|
2.6
|
The Licensor undertakes, for a
period of ten years from the signature of the License Agreement, to
keep in force the existing patents applications in the countries
where they were filed. During this period of ten years, in any
country designated in the international patent application where
the Licensor would decide not to file a national application nor to
waive a patent application or a patent, the Licensee will have the
option to incur costs to defend the corresponding
rights.
|
|
|
|
|
2.7
|
The Licensor undertakes, for a
period of ten years from the signature of the License Agreement, to
keep in force the existing trademark registrations in the countries
where they were filed.
|
|
|
|
|
3.
|
USE OF LICENSE AND PURCHASE
OF PRODUCTS
|
|
|
|
|
3.1
|
The Licensee shall purchase the
Products from the Licensor and shall use and sell the Products
under the Licensor's trademark;
|
|
|
|
|
3.2
|
The License is exclusive to the
Licensee worldwide, except for France, Iran, and Russia, in which
countries the Licensor has the exclusive right to manufacture,
produce and sell the Products direct;
|
|
|
|
|
3.3
|
The Licensor is the only company
from which the Licensee may purchase any Products;
|
|
|
|
|
3.4
|
Except in France, Iran and
Russia, the licensee shall pursue the use of the Licensor's
trademark on all the Products produced by the Licensor and shall
not use the Licensor's trademark or any trademark similar to "Snake
Screen" for other products than the Licensor's Products;
|
|
|
|
|
3.5
|
The Licensee has the obligation
to use the trademark Snake Screen for all the Products worldwide,
except in France, Iran and Russia. Both the Licensee and the
Licensor commit themselves to use the trade mark Snake Screen for
all articulated downhole screen filters as covered by the
Licensor's patent rights and/or manufactured by the Licensor using
its know-how and not to use said trade mark on other types of
screen filters or other products.
|
|
4.
|
OWNERSHIP
|
|
|
|
|
4.1
|
Licensee acknowledges and agrees
that, as between the parties to this License Agreement and subject
to the rights and licenses granted herein, Licensor is, and at all
times shall remain, the sole and exclusive owner of all right,
title and interest, throughout the world, in and to all IP Rights,
and any copies of the IP Rights, whether made on or behalf of
Licensor or Licensee.
|
|
|
|
|
5.
|
LICENSE
FEE
|
|
|
|
|
5.1
|
The license fee payable by the
Licensee to the Licensor for the License shall consist of 1,000,000
shares of restricted common stock (3,000,000 pre-consolidated
restricted shares of common stock) of the Licensee at a deemed
price of US $1.00 per share (the “License Shares”).
Indeed, it is herein specified that a 3:1 consolidation of USR
Technology, Inc’s share capital will take place. On or prior
to the Closing Date, the Licensee and the Licensor shall enter into
a subscription agreement in regards to the License Shares, as set
forth in Schedule 3. On the Closing Date, the Licensee shall
instruct its transfer agent to issue the License Shares to the
Licensor. In any case, this Agreement shall take effect on the day
of issuance of the License Shares and attribution of those Shares
to the Licensor.
|
|
|
|
|
5.2
|
In all situations where the
Licensor and the Licensee agree to have the Products manufactured
by a third party, a fee equal to 8 % of the Licensee turnover
resulting from the sale of such Products will be due and payable to
the Licensor as a consideration for the right to use the know how
of the Licensor for the implementation of the manufacturing of the
Products.
|
|
|
|
|
6.
|
RIGHT OF FIRST
PURCHASE
|
|
|
|
|
6.1
|
The Licensor shall give the
Licensee a first right of purchase for the IP Rights, and the
associated technology for so long as this License Agreement is in
effect, in the event that:
|
|
|
(a)
|
the Licensor, or a majority
interest in the Licensor, is sold,
|
|
|
|
|
|
|
(b)
|
the Licensor intends to sell the
IP Rights, and the associated technology or
|
|
|
|
|
|
|
(c)
|
the Licensor effects
any:
|
|
|
(i)
|
merger or consolidation of the
Licensor with or into another entity other than the current mother
company of the Licensor i.e. S.C. Finances.
|
|
|
|
|
|
|
(ii)
|
sale of all or substantially all
of its assets in one or a series of related
transactions,
|
|
|
|
|
|
|
(iii)
|
tender offer or exchange offer
(whether by the Licensor or any or another entity) is completed
pursuant to which the Licensor’s shareholders are permitted
to tender or exchange their shares for other securities, cash or
property,
|
|
|
|
|
|
|
(iv)
|
reclassification of its shares or
any compulsory share exchange pursuant to which the
Licensor’s shares are effectively converted into or exchanged
for other securities, cash or property, or
|
|
|
(d)
|
the Licensee or the majority
interest in the Licensee is being acquired by a company
i
|
|