EXHIBIT 10.43
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LICENSE AGREEMENT
This LICENSE AGREEMENT ("Agreement") is made and entered into
effective as of March 1, 2005, by and
between WESTGATE CAPITAL COMPANY, L.L.C.,
an Oklahoma limited liability company
(hereinafter referred to as "Licensor"),
and PALWEB CORPORATION, an Oklahoma
corporation (hereinafter referred to as
"Licensee"). This Agreement shall replace
the License Agreement entered into on
April 20, 2001 by and between Licensor and
Licensee.
W I T N E S S E T H
WHEREAS, Licensor has developed a fire retardant resin process
(the
"Process") which is licensed by Licensor to
Licensee in accordance with this
Agreement;
WHEREAS, Licensee desires to obtain a license to use the Process
for
the manufacture and sale of plastic
pallets, plastic automobile parts, plastic
crates and containers used for shipping,
storage and warehousing; and
WHEREAS, Licensor is willing to grant such a license to
Licensee
under the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual promises
contained
herein, and subject to the terms and
conditions of this Agreement, Licensor and
Licensee agree as follows:
ARTICLE 1
LICENSE GRANT
1.1 Licensor grants to Licensee the exclusive right and license
to
use the Process worldwide in connection
with the manufacture and sale of fire
retardant plastic pallets, and plastic
automobile parts as well as plastic
crates and containers used for shipping,
storage and warehousing (the
"Products").
1.2 Licensee agrees that Licensor retains full ownership of the
Process, and that Licensee shall not
acquire any rights in the Process other
than those rights expressly granted by
Licensor pursuant to and during the term
of this Agreement.
1.3 Licensee shall not have any property right in the Process
nor
any right to assign any interest in the
Process to a third party. A third party
shall be any person or entity that is not
100% owned by the Licensee.
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ARTICLE 2
TERM
2.1 Subject to the termination provisions set forth in Article
III
below, the term of this Agreement shall
commence on the effective date of this
Agreement and shall continue for a period
of five (5) years ("Initial Term")
thereafter. This Agreement shall
automatically be renewed for five (5)
successive two (2) year periods, provided
that six (6) months prior to the end
of the Initial Term or any renewal term,
the Licensee gives Licensor written
notice of its intention to renew the
Agreement.
ARTICLE 3
DEFAULT; TERMINATION
3.1 In the event that either Licensor or Licensee breaches this
Agreement, the other party may serve on the
defaulting party a notice of default
("Notice of Default") specifying the nature
of the default. If the default is
not cured within fifteen (15) days from
service of the Notice of Default, the
other party may then serve a notice (the
"Termination Notice") that it is
terminating this Agreement and the
Agreement shall be automatically terminated.
3.2 This Agreement shall be terminated immediately without notice
in
the event of the bankruptcy or judicial or
administrative declaration of
insolvency of Licensee, or in the event
that Licensee makes an assignment for
the benefit of creditors.
3.3 Upon expiration or termination of this Agreement for any
reason,
all rights granted to Licensee hereunder
shall cease, and Licensee will
immediately refrain from further use of the
Process and shall destroy or return
to Licensor all materials containing the
Process.
ARTICLE 4
ROYALTY PAYMENTS
4.1 In consideration of the license granted hereunder on March
8,
2005, Licensee has settled claims made by
Licensor under the Agreement dated
April 20, 2001, and has awarded certain
stock options in favor of the 100%
owners of Licensor.
ARTICLE 5
QUALITY CONTROL; ADVERTISING MATERIALS; INFRINGEMENT
5.1 Licensee will use its best efforts to notify Licensor of,
and
assist Licensor in terminating, any
infringement of the Process by a third
party.
ARTICLE 6
INDEMNITY; INSURANCE
6.1 Licensee agrees that it is wholly responsible for all
Products
offered, sold or otherwise provided by it,
and that Licensor shall have no
liability for or in connection with the
manufacture or sale of any Products.
Licensee agrees to indemnify and hold
harmless
2
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Licensor and the owners, members, officers,
directors, employees and agents of
Licensor, from and against any and all
claims, demands, causes of action,
damages, costs and expenses, including
court costs and reasonable attorneys'
fees, caused by or arising out of or in
connection with the Products or the
offer or sale thereof, including without
limitation, claims or actions for
negligence, breach of contract, strict
liability, products liability, and
trademark, patent or copyright
infringement.
6.2 During the term of this
