Technology Licensing
Agreement
This Agreement is made and entered into
between Silvergraph International, Inc., a corporation established
under Nevada law (hereinafter called Licensor ) having its
principle office at 22541 Parkfield, Mission Viejo, CA
92692,
and
Weifang HuaGuang Precision Machinery
Company, Ltd. a for-profit corporation organized under the laws of
the People's Republic of China (hereinafter called Licensee
), having its principle office at No. 339, East Beigong Street,
Kuiwen District, Weifang, Shandong Province, China.
Witnesseth that:
1.
whereas, Licensor has the right to
grant licenses under the intellectual property rights (as
hereinafter defined), and wishes to have the inventions covered by
the intellectual property rights in the public interest;
and
2.
whereas Licensee wishes to obtain
a license under the intellectual property rights upon the terms
& conditions hereinafter set forth:
Now, therefore, in consideration of the
premises and the faithful performance of the covenants herein
contained it is agreed as follows:
Article I - DEFINITIONS
For the purpose of this agreement, the
following definitions shall apply:
1.
Intellectual property
rights : Shall
mean:
a.
Patent Application Serial No: PCTIUS
2005/028501 file with the USPT on February 8,
2007
b.
Any and all improvements developed by
Licensor, whether patentable or not, relating to the Intellectual
property rights, which Licensor may now or may hereafter develop,
own or control.
2.
Product(s) : Shall mean any materials including plants and/or
seeds, compositions, techniques, devices, methods or inventions
relating to or based on the Intellectual property rights ,
developed on the date of this agreement or in the
future.
3.
Gross Sales : Shall mean total sales of Product(s) FOB
manufactured based on the Intellectual property rights.
4.
Confidential Proprietary
Information : Shall mean with
respect to any Party all scientific, business or financial
information relating to such Party, its subsidiaries or affiliates
or their respective businesses, except when such
information:
a.
Becomes known to the other Party prior to
receipt from such first Party;
b.
Becomes publicly known through sources
other than such first Party;
c.
Is lawfully received by such other Party
from a party other than the first Party; or
d.
Is approved for release by written
authorization from such first Party.
5.
Exclusive License
: Shall mean a license, including the
right to sublicense, whereby Licensee 's rights are sole and
entire and operate to exclude all others, including Licensor
and its affiliates except as otherwise expressly provided
herein.
6.
Know-how : Shall mean any and all technical data, information,
materials, trade secrets, technology, formulas, processes, and
ideas, including any improvements thereto, in any form in which the
foregoing may exist, now owned or co-owned by or exclusively,
semi-exclusively or non-exclusively licensed to any party prior to
the date of this Agreement or hereafter acquired by any party
during the term of this agreement.
7.
Intellectual Property
Rights : Shall mean any and
all inventions, materials, Know-how , trade secrets,
technology, formulas, processes, ideas or other discoveries
conceived or reduced to practices, whether patentable or
not.
8.
Royalty (ies) : Shall mean revenues received in the form of cash
and/or equity from holdings from Licensee s as a result of
licensing and using, selling, making, having made, sublicensing or
leasing of Intellectual property rights .
ARTICLE II - GRANT OF EXCLUSIVE
LICENSE
1.
Licensor hereby grants to Licensee the exclusive
(worldwide, option) license with the right to sublicense others, to
make, have made, use, sell and lease the Products described
in the Intellectual property rights .
2.
Licensor retains the right to continue to use Intellectual
property rights in any way for non-commercial
purposes.
ARTICLE III - LICENSE
PAYMENTS
1.
Initial payment and royalty
rate . For the licensed
herein granted:
a.
Licensee agrees to pay a sign-up fee of US$15,000.00, due and
payable September 15, 2009.
b.
Licensee shall pay on earned royalty of five percent (5%) of
Licensee 's Gross Sales of Products and fifty
percent (50%) of the sublicensing receipts.
c.
Licensee shall pay an annual royalty of
US$15,000.00.
2.
Sublicenses . The granting and terms of all sublicenses is
entirely at Licensee 's discretion provided that all
sublicenses shall be subjected to the terms and conditions of this
agreement.
3.
Minimum royalty
: There shall be no minimum
royalty.
4.
When a sale is made
: A sale of Intellectual property rights
shall be regarded as being made upon payment for Products made
using Intellectual property rights.
5.
Payments : All sums payable by Licensee hereunder shall
be paid to Licensor in United Stated (name of country) in
U.S. dollars.
6.
Interest : In the event any royalties are not paid as
specified herein, then a compound interest of eighteen percent
(18%) shall be due in addition to the royalties accrued for the
period of default.
ARTICLE IV - REPORTS, BOOKS AND
RECORDS
1.
Reports . Within thirty (30) days after the end of the
Licensee's annual period during which this agreement shall be
executed and delivered within thirty (30) days after the end of
each following annual period, Licensee shall make a written report
to Licensor setting forth the Gross Sales of Intellectual property
rights sold, leased or used by Licensee and total sublicensing
receipts during the quarter annual period. If there are no Gross
Sales or sublicensing receipts, a statement to that effect be made
by Licensee to Licensor. At the time each report is made, Licensee
shall pay to Licensor the royalties or other pay
