Exhibit 10.5
Exclusive Technology License Agreement 12/1/04
EXCLUSIVE
TECHNOLOGY
LICENSE AGREEMENT
THIS AGREEMENT, effective December 1,
2004, is entered into by Energenx , Inc., a Nevada corporation,
with its principle place of business at 6200 E. Commerce Loop, Post
Falls, Idaho 83854 (herein called Licensor) and GTG Corp, a
corporation organized pursuant to the laws of the state of IOWA,
with its principal place of business at 2786 130 th Dr,
Belmond, IA, (herein called Licensee).
RECITALS:
A.
GTG Corp is in the business of manufacturing and selling
battery chargers in a wide variety of industries
("Products").
B.
ENERGENX has developed proprietary technology and designed a
battery charging system to be utilized for charging electric
vehicles. ENERGENX is in the business of providing integrated
modules, innovative energy related products and other electronic
components and systems for a wide variety of applications.
("ENERGENX Products").
AGREEMENT
NOW, THEREFORE, in consideration of the
terms and conditions contained herein, the parties agree as
follows:
1. BASIS FOR THE
AGREEMENT
Licensor represents that it is the legal
owner of issued patents, of the right to file Patents, Patents
Pending and Improvements, Provisional Patent Applications,
Proprietary Information, Trade Secrets, Technical and Scientific
information and Know-How, all pertaining to several designs of what
is commonly referred to as the Energenx Technology. Licensor
is prepared to grant a license to Licensee, subject to certain
terms and conditions.
1.1
Licensee wishes to acquire a license
pursuant to existing domestic patents, the issuance of future
domestic Patents and Improvements, Provisional Patent Applications,
Proprietary Information, Trade Secrets, Technical and Scientific
information, Know-How and registered Trademarks of Licensor for
purposes of utilizing the Energenx Technology by the Licensee and
selling said Licensee products exclusively in the United States,
Canada and Mexico.
1.2
Licensee does not wish to acquire
any right, title and interest in any domestic patents, patent
applications filed as of the date of this agreement that related to
the battery charging system designed and owned by Energenx,
including all improvements on domestic patents issued, applied for
or to be filed in the future, pursuant to certain considerations in
the form of a Product Royalty to be paid to the Licensor, by the
Licensee.
2. DEFINITIONS
As used herein, the following capitalized
terms or other capitalized terms defined elsewhere in this
Agreement, will have the meanings ascribed thereto wherever used in
this Agreement:
2.1.
“Background
IPR” means any Intellectual Property Rights of a Party
conceived, created, developed, or reduced to practice prior to, or
independently of, any work performed pursuant to this
Agreement.
2.2
“Confidential
Information” means any business, marketing, technical,
scientific or other information disclosed by any Party which, at
the time of disclosure, is designated as confidential or
proprietary (or like designation), is disclosed in circumstances of
confidence, or would be understood by the Parties, exercising
reasonable business judgment, to be confidential.
Confidential Information includes, without limitation, all
Background IPR, Background Technology, and the terms and conditions
of this Agreement.
2.3
“Effective Date” shall be
DECEMBER 1, 2004.
2.4
“Gross Production” means the
number of battery charging units of commercially saleable products
assembled or manufactured by the Licensee, which utilize the
Licensed Technology owned by the Licensor and sold to customers of
Licensee or sold by Distributors of Licensee.
2.5
“Improvements” means any
modification of a method, process, composition of matter, process
or product described in a Patent, Patent Applied For, Provisional
Patent Application, Trade Secret, Technical and Scientific
information, Know-How, or in any Proprietary or Confidential
Information of Licensor, provided such a modification, if
unlicensed, would infringe on one or more claims of an issued
patent, Patent Application, Provisional Patent Application, Trade
Secret, Technical and Scientific information, Know-How, or in any
other Proprietary or Confidential Information. Improvements
further mean any modifications or changes in the composition of
matter, change in the design or use of the Licensed Product or
Licensed Technology by Licensee.
2.6
“Intellectual Property
Rights” or “IPR” shall mean all intellectual
property rights, including without limitation, any rights in any
invention, patent, discovery, improvement, know-how, utility model,
trade-mark, copyright, industrial design, trade secret and all
rights of whatsoever nature in materials processing, Confidential
Information, and all intangible rights or privileges of a nature
similar to any of the foregoing, including in every case in any
part of the world and whether or not registered, and shall include
all rights in any applications and granted registrations for any of
the foregoing.
2.7
“Know-How” means that special
knowledge, skill and experience, as applied to the Licensed Process
and Licensed Technology, that is possessed by the Licensor that is
Proprietary or Confidential Information.
2.8
“Licensed Field” means, and
is limited to, the practice of Patent(s) and Improvements, Patents
that may issue in the future, Provisional Patent Applications,
Proprietary Information, Trade Secrets, Technical and Scientific
information and Know-How for purposes of using the Licensed Product
and the Licensed Technology exclusively in the United States,
Canada and Mexico.
2.9
“Licensed Products” or
Designs means a battery charging system for battery operated
vehicles, excluding automobiles and any and all Technology or
Processes, which fall within the Licensed Field and which are
covered by, marked or are produced using a process or method
covered by a claim of a Patent(s) and Improvements, Patents Applied
For, Proprietary Information, Trade Secrets, Technical and
Scientific information and Know-How of Licensor for purposes of
commercially using the Licensed Technology.
2.10
“Licensed Process” and
“Licensed Technology” means any and all process or
proprietary technology, engineering and design features or
components related to a battery charging system for battery
operated vehicles, excluding automobiles, which fall within the
Licensed Field which were developed by the Licensor and which are
covered by, marked or are produced using a process or method
covered by a claim of a Patent(s) and Improvements, Patents Applied
For, Proprietary Information, Trade Secrets, Technical and
Scientific information and Know-How of Licensor for purposes of
commercially utilizing the Licensed Products, Licensed Processes
And Technology.
2.11
“ Licensed
Territory” shall mean the United States, Canada and
Mexico.
2.12
“Licensee” means GTG Corp, a
corporation domiciled in the state of Iowa.
2.13
“ Licensor” means ENERGENX, INC.
(“ENERGENX”), a corporation domiciled in the state of
Nevada.
2.14
“Minimum Annual Sales Volume”
in order to maintain the exclusive nature of this agreement, the
Licensee agrees to sell a minimum number of battery charging
systems on an annual basis, as defined in Exhibit “A”
attached hereto.
2.15
“Gross Selling Price” means
the gross amount received by Licensee relating to any and all
products sold by Licensee resulting from the use of the Licensed
Product and Licensed Technology.
2.16
“Parties” means ENERGENX and
GTG Corp.
2.17
“Patent(s)” Mean Provisional
Patent(s) Application(s) or Patent Application(s) means any
Patent(s) granted or Patent Application(s) made by Licensor
pursuant thereto, and all divisions, continuations, continuations
in part, reissues, substitutes, and extensions thereof.
2.18
“Private Label” means the
exclusive labeling, trade name and/or trademark for the Licensed
Product or Licensed Technology used by the Licensee in the Licensed
Territory.
2.19
“Product” means a battery
charging systems utilized to recharge batteries being used in Golf
carts, Pickle Fork lifts, NEV’s and other battery operated
vehicles, excluding automobiles.
2.20
“Proprietary Information”
means all information possessed by the Licensor that is
Confidential in nature and that the Licensor has exclusive rights
in and to. It includes Trade Secrets, Technical and
Scientific information, and Know-How as related to the Licensed
Products and the Licensed Technology.
2.21
“Product Royalty” means a
royalty payment made by the Licensee to the Licensor on the
products sold by Licensee, which utilize the Licensor’s
Technology and paid for by third party customers of the Licensee.
2.22
“Technical Information” and
“Scientific Information” means all Proprietary
Information, Trade Secrets, Know-How and all information contained
in existing Patents, Patent(s) that may issue or Patent
Application(s) and Improvements that is the exclusive property of
Licensor developed or acquired as of the date of this agreement
which would be useful in the making, using and selling of the
Licensed Products in the Licensed Territory.
2.23
Trademarks means all registered and
unregistered trademarks, service marks, trade names, business
names, brand names, product names, distinguishing guises, trade
dress, network identifiers, domain names and any other indicators
of origin, whether registered or unregistered, in every part of the
world, and any and all applications or registrations, and any and
all rights whatsoever, for any of the foregoing, belonging to
either Party.
2.24
Trade Secret means any Confidential
Information that is the personal property of Licensor and in which
he has a right.
3. LICENSE GRANT
3.1
Licensor hereby grants to Licensee, to
the extent of the Licensed Field, a license under existing
Patent(s), Provisional Patent Applications or Patent Application(s)
to be filed and Improvements, Proprietary Information including
Trade Secrets, Technical and Scientific information, and Know-How
for the purpose of using the Licensed Products and the Licensed
Process and Technology, that is commonly referred to as the
Energenx Technology, which in general relates to a battery charging
system for battery operated vehicles, excluding automobiles, in the
Licensed Territory.
No License under the Patent(s),
Provisional Patent Application(s) or Patent Application(s) to be
filed and Improvements, Proprietary Information including Trade
Secrets, Technical and Scientific information, Know-How is granted,
and no license should be implied, with respect to activities of
Licensor outside the Licensed Field and Licensed Territory.
(a)
The Parties agree that any Improvements,
design changes, modifications or developments of the Licensed
Product or the Licensed Technology, made by Licensor shall be
available to Licensee in the Licensed Territory at no additional
cost or increased Royalty.
(b)
The Parties further agree that any
Improvements, design changes, modifications, discoveries or
developments related to the Licensed Product or Licensed Technology
made by Licensee, may at the sole option of the Licensor, be
patented by the Licensor and may be utilized in the Licensed
Territory by the Licensee. In this regard, the agent or
employee of the Licensee who is responsible for the Improvement,
design changes, modifications, discoveries or developments of the
Licensed Product or Licensed Technology agrees to execute any and
all documents required to assign all right, title and interest to
Improvements to the Licensor for $1.00 and other good and valuable
consideration. Licensee shall promptly inform Licensor of any
such Improvements and take all necessary steps to assist the
Licensor in filing an application for a new patent or a
continuation in part of an existing patent. Licensor shall
grant to Licensee, for no consideration and
