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EXHIBIT 10.2
Licensing Agreement & Asset Sale
This Agreement (‘ AGREEMENT ‘) is made
and entered into this 26th day of February, 2007 (the
“Effective Date”) by and between Bizcom U.S.A, Inc.
(“Bizcom”), a Florida corporation with its principal
place of business located at 351 North Congress Avenue, Boynton
Beach, FL 33426 and CX2 Technologies, Inc. (CX2), a Nevada
corporation with its principal place of business located at 2240
Woolbright Road, Suite 317, Boynton Beach, FL 33426, is made with
the reference to the following facts:
WHEREAS CX2 plans to design, develop, manufacture and sell
wireless telecommunications equipment, systems and services for the
telemetry, data services, and machine-to-machine communications
markets; and
WHEREAS, Bizcom designs, develops, manufactures or has
manufactured, and sells or has sold wireless telecommunications
equipment, systems and services for the telemetry, data services,
and machine-to-machine communications markets, voice markets, and
also designs, develops, and sells, or has sold software for
homeland security, public safety markets;
WHEREAS, The parties have previously entered into a
Confidentiality Agreement, with an effective date of February 14th,
2006 (“Original Confidentiality Agreement”); and
WHEREAS, the parties desire to confirm their respective
commitments regarding the protection of the other’s
confidential information;
NOW THEREFORE, the parties have set forth their mutual
understandings (TERMS) and intents as follows:
Summary
CX2 and Bizcom agree to execute the following transactions; Bizcom
will provide a non-exclusive licensing agreement (Licensing
Agreement) to its wireless digital data intellectual property to
CX2. CX2 will have the right to use Bizcom’s
proprietary technologies without restriction, including rights to
further develop the existing technology or new technology which new
development would be owned by the developing company. There will be
three exclusions to non-exclusivity. Terms below identified as
1.i)b); 1i)c); 1i)d) are licensed exclusively to CX2.
The second transaction is a sale of Bizcom’s digital base
station equipment and associated assets (Asset Sale) both
deployed and in inventory. This includes all base stations
deployed on the Chicago network, and all digital base stations, RRM
boards and connective cabling, combiners, racks, antennas,
maintenance equipment, lab equipment, office equipment, etc.
In effect, all equipment of any kind residing at the CX2
facility in Burr Ridge, Illinois, including any aforementioned
equipment assets in any Bizcom storage facility in Illinois.
Non-exclusive licensing agreement:
1: Bizcom agrees to a licensing agreement in perpetuity with
CX2 for the CX2 branded wireless digital data communications
Intellectual Property (IP), which includes, but is not limited to
the CX2 branded wireless digital data communications technology;
FleetTracer AVL software.
i) Includes any and all rights owned by Bizcom to trademarks,
patents, copyrights, trade secrets, and similar intellectual
property as defined below:
a) All designs drawings know how and information and all rights, of
whatever nature (including, but not limited to, patent, trademark,
copyright, know how and trade secrets and rights related thereto),
to all plans, concepts, notebooks, inventions, products, know how,
manufacturing techniques, work product and papers relative to any
of the above.
b) The trade names CX2 Technologies, but not the corporate name
Bizcom USA, Inc.
c) The trademark CX2 Technologies,
d) The website www.cx2tech.com and all content thereon
e) The manufacturing process, technology and know how to produce
products DATALynx, DATATracker, CX2 branded digital base stations
and all supporting technology
f) All computer programs, code, operating instructions and
operating manuals developed or acquired by Bizcom supporting or
materially affecting product line, network services, and customer
support
g) U.S. Patent No. 6,567,397 and all currently existing inventions
and/or improvements thereon, whether subject to patent application
or not, and all continuations, extensions, renewals, in whole or in
part or divisional of patent rights.
2) CX2 agrees to pay $600,000 cash and 1,500,000 shares of
CX2’s common stock for the above defined Intellectual
Property rights, payable as follows;
i) $75,000 payable upon execution of this agreement as down
payment;
i) $525,000 payable as follows: $25,000 per month for 21
months starting April 1, 2007. There is an early payment credit for
any monthly payment at or in excess of $40,000. The early
payment credit will consist of an additional 25% of the monthly
payment being credited against the outstanding balance at the time
of payment
iii) 1,500,000 shares issued upon execution of this agreement.
3) Bizcom agrees to place Intellectual Property assets in
escrow to be transferred to CX2 in the event of Bizcom’s
discontinuing operations or other eventuality which eventuality
makes it impossible for Bizcom to support the Licensing
Agreement.
Asset sale
4) CX2 will purchase Bizcom’s available digital base station
equipment assets including all deployed technology supporting the
Chicago network including base station installations on seven tower
sites; network servers and monitoring equipment in the Network
Operations Center in Burr Ridge, Illinois; all digital base station
inventory in the Bur
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