LICENSE
AGREEMENT
THIS LICENSE AGREEMENT (the “ Agreement
”), dated as of the 27 th day of April, 2009, is
entered into by and between XCELLINK INTERNATIONAL LIMITED ,
a British Virgin Island Corporation operating out of Hong Kong (
“Licensor” ) and XCELLINK INTERNATIONAL
INC., a Nevada corporation (“ Licensee
”).
WHEREAS:
A.
Licensor has been engaged in research during the course of which it
has invented, developed and/or acquired certain technologies
resulting in patented processes related to the automated data
interchange of financial transactions between customers and
merchants over local, wired or wireless electronic link using an
information device - most commonly a mobile phone (the
“Patented Technologies”) which Patented Technologies
are wholly owned by the Licensor;
B.
Licensor wants to enter into this Agreement with the objective of
furthering the development, use and exploitation of its Patented
Technologies, while securitizing the Patented Technologies by way
of providing the License (as defined herein) to the Licensor which
is a publicly traded corporation and Licensee wants to acquire
license to the Patented Technologies; and
C.
The Licensee wants Licensor to license its Patented Technologies to
the Licensee on the terms and conditions set out in this
agreement.
THE PARTIES AGREE AS FOLLOWS:
|
1
.0
|
PROPERTY
RIGHTS
IN
AND
TO
THE
TECHNOLOGY:
|
1.1
The Licensee acknowledges and agrees that Licensor owns all right,
title and interest in and to the Technology.
1.2
The Licensor must, at the request of Licensee, enter into such
further agreements and sign all documents as may be required to
ensure the full transfer of ownership of the Patented Technologies
via a share exchange agreement (the “Share Exchange
Agreement”) through which Licensor agrees with Licensee to
exchange 100% of the issued and outstanding shares of Licensor for
shares in the share capital of Licensee.
2.1
In consideration of the one time royalty payment of 20,000,000
shares in the capital of Licensee, to be provided by Licensor
majority shareholder, Mark Fingarson (“Fingarson”) and
transferred from stock registered to Fingarson in efforts to
increase shareholder value, Licensor grants to the Licensee an
exclusive and irrevocable global license in perpetuity to use and
sublicense the Patented Technologies and any improvements and to
manufacture, distribute, and sell the any related products (the
“Products”) on the terms and conditions set out in this
Agreement.
2.2
The license granted under this agreement is granted to the Licensee
and not to any Affiliated Companies.
2.3
Notwithstanding Article 3.1, the parties acknowledge and agree that
Licensor may use the Patented Technologies and any improvements
without charge in any manner only as such use may be required for
the further development of the Patented Technologies and not for
commercial use.
3.1
The Licensee may identify any process, use or products arising out
of the Technology and any improvements that may be patentable and
Licensor will, on the request of the Licensee, take reasonable
steps to apply for a patent in the name of Licensor provided that
the Licensee pays all costs of applying for, registering and
maintaining the patent in the jurisdictions in which the Licen
