PATENT LICENSE AGREEMENT
This Patent
License Agreement (the
"AGREEMENT") is entered into by and between
Integral Technologies,
Inc., a Nevada corporation located at
805 West Orchard
Street, #7,
Bellingham,
WA 98225 ("INTEGRAL")
and Esprit Solutions Limited, a
United Kingdom
corporation
with offices at North Mersey Business Centre,
Knowsley Industrial
Park, Liverpool L33
7UY United Kingdom. ("COMPANY") and is
effective as
of December 18th, 2006 (the "EFFECTIVE DATE").
WHEREAS, Integral is the owner of certain technology, generally
characterized as
ElectriPlast
technology;
WHEREAS, particular applications of the technology are covered by
certain patent
rights defined
below and those patent rights are owned by Integral; and
WHEREAS, Company
wishes to obtain a non-exclusive license under such patents to
develop, manufacture,
and sell certain products.
NOW, THEREFORE, in consideration of the promises and of the mutual
covenants and
agreements herein
contained,
receipt and sufficiency of which is hereby
acknowledged, the
Parties hereby agree as follows:
1.
DEFINITIONS.
1.1.
"CONFIDENTIAL
INFORMATION" means
all non-public information
regarding the
Disclosing
Party or its business activities,
including without
limitation (i) its
sublicensees, manufacturers, contractors, or sales, (ii) any
non-public information
disclosed in any report provided under this
Agreement,
(iii) the Documentation and any other information disclosed during any
consulting services;
(v) the terms of this Agreement; and
(v) any information
disclosed by
Company pursuant to Section 3.
1.2.
"LICENSED FIELD"
means the manufacture and sale of
Products for
use in Esprit
Solutions Aviation and Aero Space Customer base, manufactured
and
sold by the entities listed in the attached Exhibit A
----------
1.3.
"LICENSED PRODUCT"
means any Product made, used, sold, or
otherwise disposed of by or for Company that (i) uses the Raw
Materials and (ii)
is either branded with a Company brand or is designed by
Company and sold in
Company's ordinary
course of business. Licensed Products do not include
"private label"
Products or other products sold without a designation
that
Company is
the source of the Product.
1.4.
"LICENSED
PATENTS" means the (i) patents, provisional patent
applications, and
utility patent
applications set forth in Exhibit B; (ii) any
---------
divisions, continuations, continuations-in-part, reissues, or
re-examinations of
such patents
and patent applications; (iii) all foreign counterparts of
the
foregoing (i)
and (ii); and (iv) all
applications for any of the foregoing (i)
through (iii).
Licensed Patents do not include any patent claim that has
either
expired or
been held invalid or unenforceable by a decision of a court or
governmental agency of competent jurisdiction, which decision is
unappealable or
unappealed within the
time allowed for an appeal, or any other patent or patent
application.
1.5.
"PRODUCT" means any
product (i) the manufacture, use, sale, offer
for sale, or import of which is covered by at
least one claim of the Licensed
Patents; or
(ii) produced by a
process, the practice of which is covered by at
least one claim of the Licensed Patents.
1.6.
"RAW
MATERIALS"
means the Technology,
as Integral provides it to
Company, on
a per weight basis for use in manufacturing Licensed
Products.
1.7.
"TECHNOLOGY" means
Integral's
proprietary
ElectriPlast(TM)
technology, portions
of which may be covered by the Licensed Patents.
The
Technology is
a compounded, pelletized formulation of
resin-based materials,
which are conductively loaded or doped with
a proprietary controlled, balanced
INTEGRAL PROPRIETARY AND CONFIDENTIAL
PAGE 1 OF 7
<PAGE>
concentration of
micron conductive
materials contained within the manufactured
pellet. The conductive
loading or doping within this pellet is then homogenized
using conventional
molding techniques and conventional
molding equipment. The
resulting polymer
is electrically conductive.
1.8.
"THIRD PARTY"
means corporate
entities or individuals other than
Integral or
Company.
2.
CONSULTING
SERVICES.
Integral will provide Company with consulting services related to
the Technology
at Integral's standard
hourly rates for such consulting services, on a date and
at a location mutually agreeable to the
Parties. If Company
requests that all
or part of the consulting services take place at facilities other than
Integral's place of business, Company will reimburse Integral for
its reasonable
and actual meals, travel, and lodging expenses incurred as a result
of providing
such consulting
services. Integral may, but is not obligated to, provide
Company with certain
pre-existing or developed written materials as part of the
consulting services
("DOCUMENTATION"),
provided that in no event shall any
Documentation be
deemed a "work made for hire" or any
ownership rights in the
Documentation be
assigned to Company.
3.
LICENSE GRANTS.
3.1.
To
Company. Integral grants to Company a non-exclusive,
-----------
non-sublicensable,
non-assignable,
worldwide license
under all of
Integral's
rights under
the Licensed Patents to (i) make, use, offer to sell, sell
or
import Licensed
Products in the Licensed Field; and (ii)
internally use the
Documentation and
information
provided solely for purposes of developing
and
manufacturing Licensed
Products in the Licensed Field.
3.2.
No
Foundry Rights.
Without limiting the
restrictions on "private
------------------
labeling" as provided in Section 1.2 above, Section 3.1 shall not
be interpreted
as granting
any rights to Company
to manufacture Third Party Products, wherein
such products
are designed by the Third Party without substantial
input of
Company and
such products are essentially sold only to that
designing Third
Party.
3.3. Ownership.
Except as expressly set forth in this Agreement,
----------
nothing in this Agreement shall be construed as a grant of any
license or rights
by implication or estoppel and Integral retains all right, title
and interest in
and to the Licensed Patents. All rights not expressly granted by
Integral
hereunder are
reserved and retained by Integral,
including but not limited to
Integral's rights
in the Technology not covered by the Licensed Patents.
3.4. New Joint Developments. All technology, information and
------------------------
inventions ("New Developments"), whether or not patentable,
developed jointly by
Integral and
Company that concern
the Technology (including the manufacture or
formulation of
the Raw Materials)
shall be the exclusive property of Integral.
All New Developments, whether or not
patentable, developed jointly by Integral
and Company
that concern the
design or manufacture of fabricated products made
using the Raw Materials shall be the exclusive property of
Company; provided
that Company
shall have no rights
in the Technology or Licensed Patents except
as provided
pursuant to the delivery of Raw Materials
by Integral. All
other
New Developments
jointly developed by the Parties under this Agreement shall be
jointly owned by the
Parties; provided that Company shall have no rights in the
Technology or
Licensed Patents except as provided
pursuant to the delivery of
Raw Materials
by Integral.
The Parties agree to
discuss in good faith whether
and how to jointly prosecute or enforce
any patents based on jointly owned New
Developments in a
mutually agreed fashion. Neither Party shall be obligated
to
pay the other any royalties or other consideration, nor account to
the other for
any royalties
or other consideration it may receive, for any licenses,
assignment, sale,
lease or other distribution of the jointly owned New
Developments or
any derivative technology thereof. Any such derivative
technology made
after the termination
or expiration of this Agreement shall be
owned exclusively
by the creator of such
derivative technology.
Additionally,
regardless of
subject matter, all New Developments
discovered or developed by
one Party without the participation of the other Party
shall become the sole
property of
the discovering
INTEGRAL PROPRIETARY AND CONFIDENTIAL
PAGE 2 OF 7
<PAGE>
or developing
Party; provided that Company shall have no rights in the
Technology or
Licensed Patents except as provided
pursuant to the delivery of
Raw Materials
by Integral.
4.
CONSIDERATION.
Upon execution
of this Agreement, Company shall pay
Integral a non-refundable
fee of One U.S. Dollar ($1.00).
5.
RAW MATERIALS
FEES.
The Parties
agree to use good
faith efforts to reach agreement on commercially
reasonable terms for the pricing and delivery of the Raw Materials
to Company by
Integral, and that agreement regarding the pricing and delivery of
Raw Materials
shall be memorialized as an amendment to this Agreement.
6.
ENFORCEMENT OF
PATENT RIGHTS.
6.1.
Notice; Enforcement.
In the event that Company becomes
aware of
--------------------
actual or threatened infringement of the Patent Rights by a Third Party
involving Licensed
Products, Company shall promptly notify Integral in writing.
Integral may, at its discretion, take corrective action against the
Third Party,
and may identify
Company as having rights under the Licensed Patents. Integral
shall not name Compa
