(Interesting email as of late... ) So, been pretty quiet around here.
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ARTICLE IV - ROYALTIES, PAYMENTS, AND REPORTS
4.1 Initial Payment- Licensee shall make an initial payment to the Licensor in the amount of TWENTY-FIVE THOUSAND DOLLARS ($25,000.00), which payment shall be due and owing upon the signing of this License Agreement. This payment shall be credited against the Patent Royalty Payment reserved to the Licensor pursuant to the provisions of paragraph 4.2, below.
4.2 Patent Royalty Payment. For the use of the patent portion of the Licensed Technology for the remainder of the patent period related thereto, and any extension or continuation thereof permitted under the laws of the United States, the Licensee herewith agrees to pay to the Licensor out of the initial funds raised by the Licensee for the commercialization of the Licensed Technology the sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00); provided, however, that said sum must be paid to Licensee not later than the end of the one hundred twentieth (120th) day following the execution of this License Agreement by the parties.
4.3 Non-Patent Royalty Reserved. Licensor herewith reserves unto itself a royalty on the use of the Licensed Technology by the Licensee in the amount of five percent (5%) of the gross revenues of the Licensee derived from its exploration activities for hydrocarbons and hard-rock minerals. Additionally, Licensee shall issue to Licensor as a one-time non-patent royalty payment ONE HUNDRED MILLION DOLLARS U.S. (US $100,000,000.00) worth of its four and one- half percent (4.5%), ten-year convertible preferred stock. At conversion, Licensee agrees to provide Licensor with publicly traded stock of equal value acceptable to Licensor.
4.4 Minimum Royalty. Licensor reserves a minimum non- patent royalty of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) per year, which shall be paid in four equal installments during the year within thirty (30) days following the end of each calendar quarter. The minimum royalty obligation shall begin one year from the date of this agreement, with no minimum royalty being due for the first contract year. Any royalty paid during the calendar year in question shall be a credit against the minimum royalty for that year.
4.5 Reports. At such time as Licensee commences the commercialization of the Licensed Technology under this License Agreement, Licensee shall be required to submit a royalty report to Licensor at least once each calendar quarter, which shall set out in separate sections the accounting for the gross revenues received by the Licensee, along with a calculation of the royalty or other payments due from Licensee to Licensor. Such report shall be submitted not later than third (30) days following the end of the calendar quarter. The report for the last quarter of each calendar year shall include an accounting of the business of the Licensee for the preceding calendar year and a statement of the royalties paid to the Licensor during the preceding year.
4.6 Records and Inspection. Licensee shall keep correct and complete records concerning all of its business activities involving the Licensed Technology, and such records shall be kept in sufficient detail to permit Licensor to audit the records to determine the level of activity of the Licensee associated with its commercialization activities under this License and to verify the timeliness and accuracy of all royalty payments made pursuant to this License Agreement. Licensor shall be permitted to inspect and audit such records at any time and from time to time during normal business hours; provided, however, that Licensor shall reimburse Licensee for Licensee's reasonable costs associated with any inspection or audit conducted by the Licensor more often than once in any calendar quarter. Inspections and audits may be conducted by any officer, director, or by a duly authorized agent appointed in writing by Licensor. To avoid undue business dislocation for Licensee associated with such inspections and audits, Licensor shall attempt, but not be required to, give Licensee at least three (3) days notice of its intent to inspect or audit. During such inspections and audits Licensee shall not be required to produce records which are more than three (3) years old, even though Licensee may be required by law or good business practice to maintain such records for a longer period of time. Unless an inspection or audit leads to a controversy between Licensor and Licensee, which cannot be settled without litigation, Licensor shall hold all records, data, information, and reports produced by Licensee or developed by Licensor in connection with the inspections or audits in strict confidence, and all parties acting for or on behalf of Licensor shall be subject to this obligation of confidentiality. Recognizing the need to protect business records and other data from disclosure to competitors, Licensor agrees that, even in the event of litigation, it shall cooperate with Licensee in obtaining the protection of the courts for the information necessary for the resolution of the dispute.
4.65 Limitation on Royalty. Regardless of the number of patents, patent applications, copyrights, trademarks, or other individual items of intellectual property involved in the Licensed Technology, nothing herein shall be so construed as to require the payment by Licensee to Licensor of more than those payments hereinbefore set forth.
4.7 Tests and Trials. In the event it becomes necessary for the Licensee to place the Licensed Technology in a test or trial, Licensee and Licensor shall cooperate to ensure that the test or trial can be carried out without undue prejudice to Licensee resulting from the obligation to pay royalties hereunder; provided, however, that the Licensor shall not be responsible for the payment of any costs or expenses associated with any such tests or trials, and shall be entitled to reimbursement for any time, costs, or expenses it may incur in connection therewith.
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If I'd have been a gambling man, as most of us apparently are - I'd have guessed there'd be more open discussion about these recent posts of mine... Oh well, it's all just so much prose anyways...
Joie de Vive... John. |
