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LICENSE AGREEMENT | Document Parties: USR TECHNOLOGY, INC. You are currently viewing:
This License Agreement involves

USR TECHNOLOGY, INC.

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Title: LICENSE AGREEMENT
Governing Law: Nevada     Date: 9/26/2008

Corporate License Agreement – Legal Documents
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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


 
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