Ultra High Precision Computation Module / Kbasic 6
Intellectual Property Licensing
Part I – Basic Information
Title: Ultra High Precision Computation Module / Kbasic 6
Purpose: TO compute using 64K bit integers for high performance computing or high level computing applications
Implementation: Implemented in Delphi, Turbo Pascal 5.5, Free Pascal
Benefit: This module can be used to increase the computing capacity of any computer. The computation is a software add-on that allows computation beyond the word size of the processor.
Part II – Licensing Summary
Type: Non-exclusive royalty based license
Fee: Flat fee of $100,000.00 / year USD with auto renewal for maximum royalty payment.
Territory: Non-exclusive territory use.
Assignment of Agreement: Agreements cannot be re-assigned.
Part III – Terms
Purchase indicates acceptance, approval, and agreement of the non disclosure (Part V) and royalty license of this agreement (Part VI).
Part IV – Sample Use of Program
<< Sample Front-End Program to Use Ultra High Precision Module >>
10 print "Kanecki Ultra High Basic Computation of PI"
20 print "(C) 1997 by David H. Kanecki"
40 rem features of kanecki basic
50 rem 1) set variable word sizes
60 set wordsize 64
70 rem 2) set variable precision
80 set unity 14
90 rem compute to 14 decimal places
100 rem ******************************************************
110 rem * Main Program
120 rem ******************************************************
130 let a1=unity
140 let sign=1
150 let i=1
160 let j=1
170 let pi4=0
180 if i>32 then 400
190 let pi4=pi4+sign*unity/j
200 print "I=";i;"the value of PI is ";pi4*4/unity;".";(pi4*4)-(pi4*4/unity)
220 rem *******************************************************
230 rem * double divisor, negate sign, increment counter
240 rem *******************************************************
250 let j=j+j
260 let sign=-sign
270 let i=i+1
280 goto 180
300 rem ******************************************************
310 rem * print out result
320 rem ******************************************************
340 print "Final result after ";i-1;" iterations"
340 print "the value of PI is ";pi4*4/unity;".";(pi4*4)-(pi4*4/unity)
370 print "Thank you for watching demonstration"
<< Results from Program >>
Kanecki Ultra High Precision Basic 1.0.1
(C) 1996 by David H. Kanecki, A.C.S., Bio. Sci.
All Rights Reserved
Default Word Size is 128
10 print "Computation of PI"
20 print "By David H. Kanecki"
40 let pi=0
50 let i=1
60 let j=1
70 let sign=1
80 if (i>100) then 200
90 let pi=pi+(sign*unity)/j
100 print "I =
100 print "I = ";i;" PI = ";pi*4
110 let i=i+1
120 let j=j+2
130 let sign=-sign
140 goto 80
210 print "Final Value of PI is ";pi*4
230 print "Kanecki Ultra Precission Basic"
10 PRINT "Computation of PI"
20 PRINT "By David H. Kanecki"
40 LET PI = 0
50 LET I = 1
60 LET J = 1
70 LET SIGN = 1
80 IF ( I > 100 ) THEN 200
90 LET PI = PI + ( SIGN * UNITY ) / J
100 PRINT "I = " ; I ; " PI = " ; PI * 4
110 LET I = I + 1
120 LET J = J + 2
130 LET SIGN = – SIGN
140 GOTO 80
210 PRINT "Final Value of PI is " ; PI * 4
230 PRINT "Kanecki Ultra Precission Basic"
Computation of PI
By David H. Kanecki
I = 1 PI = 4000000000000000000000000000000
I = 2 PI = 2666666666666666666666666666668
I = 3 PI = 3466666666666666666666666666668
I = 4 PI = 2895238905238905238905238905240
I = 5 PI = 3339682539682539682539682539684
I = 6 PI = 2976406176406176406176406176408
I = 7 PI = 3283738483738483738483738483740
I = 8 PI = 3107701817701817701817701817706
I = 9 PI = 3252365934718875895346483581780
I = 10 PI = 3401839618929420211135957265992
I = 11 PI = 3232315890450592687326433456468
I = 12 PI = 3508420765927331817761216605164
I = 13 PI = 3218420765927331817761216605164
I = 14 PI = 3702054617779183669613607917106
I = 15 PI = 3280185652261942293020723809428
I = 16 PI = 3709153394197426161274065204912
I = 17 PI = 3230065515490547373391677146124
I = 18 PI = 3806709810123833807677391431840
I = 19 PI = 3194187990231941195785499539948
I = 20 PI = 3901623860667838631682935437384
I = 21 PI = 3189184782277594729243911407140
I = 22 PI = 3906161526463641248071818203888
I = 23 PI = 3185504015352531029767060912776
I = 24 PI = 3909944302373860725550387763840
I = 25 PI = 3181576685435301215310360131184
I = 26 PI = 3130145312886101670458168876284
I = 27 PI = 3178617109099219154627981097306
I = 28 PI = 3150889738271946427355252924312
I = 29 PI = 3176605176868437655425428362980
I = 30 PI = 3180268566698946131000699549352
I = 31 PI = 3173842337197049480692024139512
I = 32 PI = 3113052073698685916626732706200
I = 33 PI = 3171888735237147455808275037556
I = 34 PI = 3112187242699834202252449642306
I = 35 PI = 3171058257192587645448055439136
I = 36 PI = 3113822029203573569033813185616
I = 37 PI = 3168614749571518766413265244080
I = 38 PI = 3115281416238185433709931970706
I = 39 PI = 3167229468186237381131879959204
I = 40 PI = 3116596556793832317847047018520
I = 41 PI = 3165979272843215303891023434568
I = 42 PI = 3117786510758877684492533703124
I = 43 PI = 3164845325288289449198415426604
I = 44 PI = 3118868313794306575635197305260
I = 45 PI = 3163812134108755676758792548076
I = 46 PI = 3119856906002711727014836496920
I = 47 PI = 3162866842758083763725589185902
I = 48 PI = 3127061579592989206883483921936
I = 49 PI = 3161998692995508082553587104716
I = 50 PI = 3121594652591104078513182974312
I = 51 PI = 3161198612987508002473579103912
I = 52 PI = 3122363661537039420861928528476
I = 53 PI = 3164058899625977498120003766568
I = 54 PI = 3123705722505884401056908532924
I = 55 PI = 3159772969762360508540722386132
I = 56 PI = 3123736933726272002468686359006
I = 57 PI = 3159135163814765597689925288148
I = 58 PI = 3124352555119113423776881890888
I = 59 PI = 3158545089370147611811609844706
I = 60 PI = 3124927143928996351360868163440
I = 61 PI = 3157984995168665772794471469188
I = 62 PI = 3125464669965413742074146265936
I = 63 PI = 3157464669965413742074146265936
I = 64 PI = 3125968660973287756202177762000
I = 65 PI = 3156976358911272252146280769748
I = 66 PI = 3126442700766234804270277472400
I = 67 PI = 3156517195736158896237352668000
I = 68 PI = 3126887566160529266670723303080
I = 69 PI = 3156804646398560009527431509576
I = 70 PI = 3127370667981233882477701347348
I = 71 PI = 3155676462370475107228844396992
I = 72 PI = 3127740434335447405280072369200
I = 73 PI = 3155296041231998769338830430500
I = 74 PI = 3128709756878257272741063947720
I = 75 PI = 3154925394462149891089828377248
I = 76 PI = 3128435328236984327275921902480
I = 77 PI = 3154579119806657529893010077444
I = 78 PI = 3128772667473754340803848564544
I = 79 PI = 3154253074481023738035449021228
I = 80 PI = 3129903141775721215112174089080
I = 81 PI = 3153937862272615625505008679736
I = 82 PI = 3129397984972200128117543342316
I = 83 PI = 3153644090214426375041785766556
I = 84 PI = 3129688313460403137800851634820
I = 85 PI = 3153356952459297574878674122004
I = 86 PI = 3129965139593840098855282370160
I = 87 PI = 3153806526877307493704935486348
I = 88 PI = 3132029384109894635932708343492
I = 89 PI = 3152828254706391811703321281344
I = 90 PI = 3134081885361380102196039717100
I = 91 PI = 3152581332875121066886772313784
I = 92 PI = 3137023490377852470323937083732
I = 93 PI = 3152345309099474208945552450352
I = 94 PI = 3139054656667923226860514972200
I = 95 PI = 3152118677831944398027678993364
I = 96 PI = 3131176269454981404002338679228
I = 97 PI = 3151910658506107390472394092696
I = 98 PI = 3131388837543196796651877672184
I = 99 PI = 3151693460701115578377765997506
I = 100 PI = 3131592930558552764370414238264
Final Value of PI is 3131592930558552764370414238264
Kanecki Ultra Precission Basic
Part V – Non Disclosure Agreement (Purchase implies acceptance, approval, and agreement)
Kanecki Associates, Inc.
P.O. Box 866, Kenosha, WI 53141
This Nondisclosure agreement (the "Agreement") is entered into by and between _David Kanecki of Kanecki Associates, Inc an S-Corp at P.O. Box 866, Kenosha, WI 53141 (“disclosing party”) and original purchasing party from Kanecki Associates, Inc share-it.com portal with original receipt. The individual or company name listed on the receipt will serve as they receiving party of this agreement (“receiving party”) for the purpose of preventing the unauthorized disclosure of Confidential Information (as defined below).
Disclosing party may disclose confidential and proprietary trade secret information to receiving party. The parties mutually agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information (the "Confidential Information”).
Definition of Confidential Information (Written or Oral).
For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which disclosing party is engaged. In the event that Confidential Information is in written form, the disclosing party shall label or stamp the materials with the word "Confidential" or some similar warning. In the event that Confidential Material is transmitted orally, the disclosing party shall promptly provide a writing indicating that such oral communication constituted Confidential Information.
Exclusions from Confidential Information.
Receiving party’s obligations under this Agreement shall not extend to information that is: (a) publicly known at the time of disclosure under this Agreement or subsequently becomes publicly known through no fault of the receiving party, (b) discovered or created by the receiving party prior to the time of disclosure by disclosing party or (c) otherwise learned by the receiving party through legitimate means other than from the disclosing party or anyone connected with the disclosing party.
Obligations of Receiving Party.
The receiving party shall hold and maintain the Confidential Information of the other party in strictest confidence for the sole and exclusive benefit of the disclosing party. The receiving party shall carefully restrict access to any such Confidential Information to persons bound by this Agreement, only on a need-to-know basis. The receiving party shall not, without prior written approval of the disclosing party, use for the receiving party’s own benefit, publish, copy or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the disclosing party, any of the Confidential Information. The receiving party shall return to disclosing party any and all records, notes, and other written, printed or tangible materials in its possession pertaining to the Confidential Information immediately on the written request of disclosing party.
The nondisclosure and confidentiality provisions of this Agreement shall survive the termination of any relationship between the disclosing party and the receiving party.
Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose. This Agreement may not be amended except in a writing signed by both parties. If a court finds any provision of this Agreement invalid or unenforceable as applied to any circumstance, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties. This Agreement shall be governed by and interpreted in accordance with the laws of the State of _Wisconsin. . Any controversy or claim arising out of or relating to this Agreement, or the breach of this Agreement, shall be settled by arbitration in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The prevailing party shall have the right to collect from the other party its reasonable costs and attorneys fees incurred in enforcing this agreement. Any such arbitration hearing shall include a written transcript of the proceedings and a written explanation for any final determination. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement and each party’s obligations shall be binding on the representatives, assigns and successors of such party. Each party has signed this Agreement through its authorized representative.
Disclosing Party’s Name
___Individual, Company, Organization, Etc. Listed on original share-it.com purchase receipt from Kanecki Associates, Inc. share-it portal.______________________________________
_Purchase and receipt in lieu of signature________________________________________
Receiving Party’s Name/Title
Date: _The data listed on the original share-it.com purchase receipt._________________________________
Part VI – Royalty Agreement
Sample License Agreement
Kanecki Associates, Inc.
P.O. Box 866, Kenosha, WI 53141 UNITED STATES
This License Agreement (the "Agreement") is made between __David Kanecki of Kanecki Associates, Inc an S-Corporation at P.O. Box 866, Kenosha, WI 53141 _ (referred to as "Licensor"), and the receiving party name and address listed on the share-it.com purchase receipt_ (referred to as "Licensee")
Licensor and Licensee shall be collectively referred to as "the parties." Licensor is the owner of certain proprietary rights to an invention referred to as _Procedure Software Development Kit 1. Licensee desires to license certain rights in the invention. Therefore the parties agree as follows:
The Property [select one]
[Copyright, Trade Secrets and Trademarks: No Patents]
[ X] The Property refers to all proprietary rights, including but not limited to copyrights, trade secrets, formulas, research data, know–how and specifications related to the invention commonly known as the _Procedure Software Development Kit 1 as well as any trademark rights and associated good will. A more complete description is provided in the attached Exhibit A.
Licensed Products. [select one]
[Licensed Products specifically described]
[ X] Licensed Products are defined as the Licensee products incorporating the Property and specifically described in Exhibit A (the "Licensed Products").
Grant of Rights.
Licensor grants to Licensee an exclusive license to make, use and sell the Property solely in association with the manufacture, sale, use, promotion or distribution of the Licensed Products.
Sublicense. [select one]
[X] Licensee may sublicense the rights granted pursuant to this agreement provided: Licensee obtains Licensor’s prior written consent to such sublicense, and Licensor receives such revenue or royalty payment as provided in the Payment section below. Any sublicense granted in violation of this provision shall be void.
Reservation of Rights. [select one]
[All rights reserved]
[ X] Licensor expressly reserves all rights other than those being conveyed or granted in this Agreement.
Territory. [select one]
[Statement of territory]
[X] The rights granted to Licensee are limited to a non-exclusive territory (the "Territory").
[Limiting cross–territory sales]
[ X ] The rights granted to Licensee are limited to_countries that are not own the Bureau of Industrial Security (Department of Commerce) watch or banned countries] (the "Territory"). Licensee shall not make, use or sell the Licensed Products or any products which are confusingly or substantially similar to the Licensed Products in any country outside the Territory and will not knowingly sell the Licensed Products to persons who intend to resell them in a country outside the Territory.
Term. [select one]
[Specified with renewal rights]
[ X] This Agreement shall commence upon the purchase date on the original share-it.com receipt, (the "Effective Date") and shall extend for a period of _five years (the "Initial Term. Following the Initial Term, this agreement may be renewed by Licensee under the same terms and conditions for consecutive one-year periods. (the "Renewal Terms") provided that Licensee provides written notice of its intention to renew this agreement within thirty days before the expiration of the current term. In no event shall the Agreement extend longer than the date of expiration of the patent listed in the definition of the Property.
[Short term with renewal rights based upon sales]
[ ] This Agreement shall commence upon the Effective Date and shall extend for a period of _1 year (the "Initial Term") and thereafter may be renewed by Licensee under the same terms and conditions for consecutive 1-year periods (the "Renewal Terms"), provided that:
(a) Licensee provides written notice of its intention to renew this agreement within thirty days before the expiration of the current term,
(b) Licensee has met the sales requirements as established in Exhibit A, and
(c) in no event shall the Agreement extend longer that the date of expiration of the longest–living patent (or patents) or last–remaining patent application as listed in the definition of the Property.
[No patents; indefinite term]
[X ] This Agreement shall commence upon the Effective Date and shall continue until terminated pursuant to a provision of this Agreement.
[Term for as long as licensee sells licensed products]
[ X ] This Agreement shall commence upon the Effective Date as specified in Exhibit A and shall continue for as long as Licensee continues to offer the Licensed Products in commercially reasonable quantities unless sooner terminated pursuant to a provision of this Agreement.
All royalties ("Royalties") provided for under this Agreement shall accrue when the respective items are sold, shipped, distributed, billed or paid for, whichever occurs first. Royalties shall also be paid by the Licensee to Licensor on all items, even if not billed (including, but not limited to introductory offers, samples, promotions or distributions) to individuals or companies which are affiliated with, associated with or subsidiaries of Licensee.
"Net Sales" are defined as Licensee’s gross sales (i.e., the gross invoice amount billed customers) less quantity discounts and returns actually credited. A quantity discount is a discount made at the time of shipment. No deductions shall be made for cash or other discounts, for commissions, for uncollectible accounts or for fees or expenses of any kind which may be incurred by the Licensee in connection with the Royalty payments.
[ ] Advance Against Royalties. [Optional]
As a nonrefundable advance against Royalties (the "Advance"), Licensee agrees to pay to Licensor upon execution of this Agreement the sum of 50,000.00 USD..
Licensed Product Royalty. [select one]
[ X] Licensee agrees to pay a Royalty of _five percent of all Net Sales revenue of the Licensed Products ("Licensed Product Royalty").
[ X] Guaranteed Minimum Annual Royalty Payment. [Optional]
In addition to any other advances or fees, Licensee shall pay an annual guaranteed royalty (the "GMAR") as follows: _$100,000.00 per year. The GMAR shall be paid to Licensor annually on _January 15th. The GMAR is an advance against royalties for the twelve–month period commencing upon payment. Royalty payments based on Net Sales made during any year of this Agreement shall be credited against the GMAR due for the year in which such Net Sales were made. In the event that annual royalties exceed the GMAR, Licensee shall pay the difference to Licensor. Any annual royalty payments in excess of the GMAR shall not be carried forward from previous years or applied against the GMAR.
[ X] License Fee. [Optional]
As a nonrefundable, nonrecoupable fee for executing this license, Licensee agrees to pay to Licensor upon execution of this Agreement the sum of $500,000.00_.
[ X] Royalties on Spin Offs. [Optional]
Licensee agrees to pay a Royalty ("Spin Off Product Royalty") of _five percent for all Net Sales of "Spin Off Products." A "Spin–Off Product" is any product that is derived from, based on or adapted from the Licensed Product, provided that if the product uses the Property it shall be considered to be a Licensed Product and not a Spin Off Product.
[ ] Adjustment of Royalties For Third Party Licenses. [Optional]
In the event that any Licensed Product (or other items for which Licensee pays Royalties to Licensor) incorporates third party character licenses, endorsements or other proprietary licenses, Licensor agrees to adjust the Royalty rate to _10 percent for such third party licenses. A. Licensee shall notify Licensor of any such third party licenses prior to manufacture. Third party licenses shall not include licenses accruing to an affiliate, associate or subsidiary of Licensee.
[X] F.O.B. Royalties. [Optional]
Licensee agrees to pay the Royalty ("F.O.B. Royalty") of _eight percent_ [insert appropriate royalty percentage] for all F.O.B. sales of Licensed Products.
[ X] Sublicensing Revenues. [Optional]
In the event of any sublicense of the rights granted pursuant to this Agreement, Licensee shall pay to Licensor __five percent of all sublicensing revenues.
Payments and Statements to Licensor.
Within thirty days after the end of each calendar quarter (the "Royalty Period"), an accurate statement of Net Sales of Licensed Products along with any Royalty payments or sublicensing revenues due to Licensor shall be provided to Licensor, regardless of whether any Licensed Products were sold during the Royalty Period. All payments shall be paid in United States currency drawn on a United States bank. The acceptance by Licensor of any of the statements furnished or Royalties paid shall not preclude Licensor questioning the correctness at any time of any payments or statements.
Licensee shall keep accurate books of account and records covering all transactions relating to the license granted in this Agreement, and Licensor or its duly authorized representatives shall have the right upon five days’ prior written notice, and during normal business hours, to inspect and audit Licensee’s records relating to the Property licensed under this Agreement. Licensor shall bear the cost of such inspection and audit, unless the results indicate an underpayment greater than $1000.00 for any six–month period. In that case, Licensee shall promptly reimburse Licensor for all costs of the audit along with the amount due with interest on such sums. Interest shall accrue from the date the payment was originally due and the interest rate shall be 1.5% per month, or the maximum rate permitted by law, whichever is less. All books of account and records shall be made available in the United States and kept available for at least two years after the termination of this Agreement.
Time is of the essence with respect to all payments to be made by Licensee under this Agreement. If Licensee is late in any payment provided for in this Agreement, Licensee shall pay interest on the payment from the date due until paid at a rate of 1.5% per month, or the maximum rate permitted by law, whichever is less.
Licensor warrants that it has the power and authority to enter into this Agreement and has no knowledge as to any third party claims regarding the proprietary rights in the Property which would interfere with the rights granted under this Agreement.
Indemnification by Licensor. [select one]
[Statement of licensor indemnification]
[X ] Licensor shall indemnify Licensee and hold Licensee harmless from any damages and liabilities (including reasonable attorneys’ fees and costs) arising from any breach of Licensor’s warranties as defined in Licensor’s Warranties, above, provided: (a) such claim, if sustained, would prevent Licensee from marketing the Licensed Products or the Property; (b) such claim arises solely out of the Property as disclosed to the Licensee, and not out of any change in the Property made by Licensee or a vendor, or by reason of an off–the–shelf component or by reason of any claim for trademark infringement; (c) Licensee gives Licensor prompt written notice of any such claim; (d) such indemnity shall only be applicable in the event of a final decision by a court of competent jurisdiction from which no right to appeal exists; and (e) the maximum amount due from Licensor to Licensee under this paragraph shall not exceed the amounts due to Licensor under the Payment Section from the date that Licensor notifies Licensee of the existence of such a claim.
Licensee warrants that it will use its best commercial efforts to market the Licensed Products and that their sale and marketing shall be in conformance with all applicable laws and regulations, including but not limited to all intellectual property laws.
Indemnification by Licensee.
Licensee shall indemnify Licensor and hold Licensor harmless from any damages and liabilities (including reasonable attorneys’ fees and costs) (a) arising from any breach of Licensee’s warranties and representation as defined in the Licensee Warranties, above; (b) arising out of any alleged defects or failures to perform of the Licensed Products or any product liability claims or use of the Licensed Products; and (c) arising out of advertising, distribution or marketing of the Licensed Products.
[ X] Limitation of Licensor Liability. [Optional]
Licensor’s maximum liability to Licensee under this agreement, regardless on what basis liability is asserted, shall in no event exceed the total amount paid to Licensor under this Agreement. Licensor shall not be liable to Licensee for any incidental, consequential, punitive or special damages.
Intellectual Property Protection.
Licensor may, but is not obligated to seek, in its own name and at its own expense, appropriate patent, trademark or copyright protection for the Property. Licensor makes no warranty with respect to the validity of any patent, trademark or copyright which may be granted. Licensor grants to Licensee the right to apply for patents on the Property or Licensed Products provided that such patents shall be applied for in the name of Licensor and licensed to Licensee during the Term and according to the conditions of this Agreement. Licensee shall have the right to deduct its reasonable out of pocket expenses for the preparation, filing and prosecution of any such U.S. patent application (but in no event more than $5,000) from future royalties due to Licensor under this Agreement. Licensee shall obtain Licensor’s prior written consent before incurring expenses for any foreign patent application.
Compliance with Intellectual Property Laws.
The license granted in this Agreement is conditioned on Licensee’s compliance with the provisions of the intellectual property laws of the United States and any foreign country in the Territory. All copies of the Licensed Product as well as all promotional material shall bear appropriate proprietary notices.
Infringement Against Third Parties.
In the event that either party learns of imitations or infringements of the Property or Licensed Products, that party shall notify the other in writing of the infringements or imitations. Licensor shall have the right to commence lawsuits against third persons arising from infringement of the Property or Licensed Products. In the event that Licensor does not commence a lawsuit against an alleged infringer within sixty days of notification by Licensee, Licensee may commence a lawsuit against the third party. Before the filing suit, Licensee shall obtain the written consent of Licensor to do so, and such consent shall not be unreasonably withheld. Licensor will cooperate fully and in good faith with Licensee for the purpose of securing and preserving Licensee’s rights to the Property. Any recovery (including, but not limited to, a judgment, settlement or licensing agreement included as resolution of an infringement dispute) shall be divided equally between the parties after deduction and payment of reasonable attorneys’ fees to the party bringing the lawsuit.
Licensee agrees to manufacture, distribute and sell the Licensed Products in commercially reasonable quantities during the term of this Agreement and to commence such manufacture, distribution and sale within the following time period: _six months This is a material provision of this Agreement.
Samples & Quality Control.
Licensee shall submit a reasonable number of production samples of the Licensed Product to Licensor to assure that the product meets Licensor’s quality standards. In the event that Licensor fails to object in writing within 10 business days after the date of receipt, the Licensed Product shall be deemed to be acceptable. At least once during each calendar year, Licensee shall submit two production samples of each Licensed Product for review. The quality standards applied by Licensor shall be no more rigorous than the quality standards applied by Licensee to similar products.
Licensee shall, throughout the Term, obtain and maintain, at its own expense, standard product liability insurance coverage, naming Licensor as additional named insureds. Such policy shall: (a) be maintained with a carrier having a Moody’s rating of at least B; and (b) provide protection against any claims, demands and causes of action arising out of any alleged defects or failure to perform of the Licensed Products or any use of the Licensed Products. The amount of coverage shall be a minimum of _$2,000,000.00_ with no deductible amount for each single occurrence for bodily injury or property damage. The policy shall provide for notice to the Agent and Licensor from the insurer by Registered or Certified Mail in the event of any modification or termination of insurance. Licensee shall furnish Licensor and Agent a certificate from its product liability insurance carrier evidencing insurance coverage in favor of Licensor, and in no event shall Licensee distribute the Licensed Products before the receipt by the Licensor of evidence of insurance. The provisions of this section shall survive termination for three years.
The parties acknowledge that each may be furnished or have access to confidential information that relates to each other’s business (the "Confidential Information"). In the event that Information is in written form, the disclosing party shall label or stamp the materials with the word "Confidential" or some similar warning. In the event that Confidential Information is transmitted orally, the disclosing party shall promptly provide a writing indicating that such oral communication constituted Information. The parties agree to maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the other party and to restrict access to such Confidential Information to persons bound by this Agreement, only on a need–to–know basis. Neither party, without prior written approval of the other, shall use or otherwise disclose to others, or permit the use by others of the Confidential Information.
Termination. [select one]
[Initial term with renewals].
[ X] This Agreement terminates at the end of two years (the "Initial Term") unless renewed by Licensee under the same terms and conditions for consecutive two year periods (the "Renewal Terms") provided that Licensee provides written notice of its intention to renew this agreement within thirty days prior to expiration of the current term. In no event shall the Agreement extend longer than the date of expiration of the longest–living patent (or patents) or last–remaining patent application as listed in the definition of the Property.
[Termination at will: Licensee’s option]
[ X ] Upon 90 days’ notice, licensee may, at its sole discretion, terminate this agreement by providing notice to the licensor.
Licensor’s Right to Terminate.
Licensor shall have the right to terminate this Agreement for the following reasons:
(a) Licensee fails to pay Royalties when due or fails to accurately report Net Sales, as defined in the Payment Section of this Agreement, and such failure is not cured within thirty days after written notice from the Licensor;
(b) Licensee fails to introduce the product to market by __six months after contract signing or to offer the Licensed Products in commercially reasonable quantities during any subsequent year;
(c) Licensee fails to maintain confidentiality regarding Licensor’s trade secrets and other Information;
(d) Licensee assigns or sublicenses in violation of the Agreement; or
(e) Licensee fails to maintain or obtain product liability insurance as required by the provisions of this Agreement.
Effect of Termination.
Upon termination of this Agreement, all Royalty obligations as established in the Payments Section shall immediately become due. After the termination of this license, all rights granted to Licensee under this Agreement shall terminate and revert to Licensor, and Licensee will refrain from further manufacturing, copying, marketing, distribution or use of any Licensed Product or other product which incorporates the Property. Within thirty days after termination, Licensee shall deliver to Licensor a statement indicating the number and description of the Licensed Products which it had on hand or is in the process of manufacturing as of the termination date. Licensee, may dispose of the Licensed Products covered by this Agreement for a period of three months after termination or expiration, except that Licensee shall have no such right in the event this agreement is terminated according to the Licensor’s Right to Terminate, above. At the end of the post–termination sale period, Licensee shall furnish a royalty payment and statement as required under the Payment Section. Upon termination, Licensee shall deliver to Licensor all tooling and molds used in the manufacture of the Licensed Products. Licensor shall bear the costs of shipping for the tooling and molds.
The obligations of Sections __allshall survive any termination of this Agreement.
Attorneys’ Fees and Expenses.
The prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and attorneys’ fees incurred in enforcing this Agreement.
Dispute Resolution. [select one]
[X] Mediation & Arbitration.
The Parties agree that every dispute or difference between them, arising under this Agreement, shall be settled first by a meeting of the Parties attempting to confer and resolve the dispute in a good faith manner. If the Parties cannot resolve their dispute after conferring, any Party may require the other Parties to submit the matter to non–binding mediation, utilizing the services of an impartial professional mediator approved by all Parties. If the Parties cannot come to an agreement following mediation, the Parties agree to submit the matter to binding arbitration at a location mutually agreeable to the Parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall include the assessment of costs, expenses and reasonable attorney’s fees and shall include a written record of the proceedings and a written determination of the arbitrators. Absent an agreement to the contrary, any such arbitration shall be conducted by an arbitrator experienced in intellectual property law. The Parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. In the event of any such dispute or difference, either Party may give to the other notice requiring that the matter be settled by arbitration. An award of arbitration shall be final and binding on the Parties and may be confirmed in a court of competent jurisdiction.
This Agreement shall be governed in accordance with the laws of the State of _Wisconsin.
The parties consent to the exclusive jurisdiction and venue of the federal and state courts located in _Milwaukee, Wisconsin in any action arising out of or relating to this Agreement. The parties waive any other venue to which either party might be entitled by domicile or otherwise.
The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
If any provision of this Agreement is invalid under applicable statute or rule of law, it is to be considered omitted and the remaining provisions of this Agreement shall in no way be affected.
This Agreement expresses the complete understanding of the parties and supersedes all prior representations, agreements and understandings, whether written or oral. This Agreement may not be altered except by a written document signed by both parties.
Attachments & Exhibits.
The parties agree and acknowledge that all attachments, exhibits and schedules referred to in this Agreement are incorporated in this Agreement by reference.
Any notice or communication required or permitted to be given under this Agreement shall be sufficiently given when received by certified mail, or sent by facsimile transmission or overnight courier.
No Joint Venture.
Nothing contained in this Agreement shall be construed to place the parties in the relationship of agent, employee, franchisee, officer, partners or joint ventures. Neither party may create or assume any obligation on behalf of the other.
Assignability. [select one]
[Statement of Assignability]
[X] Licensee may not assign or transfer its rights or obligations pursuant to this Agreement without the prior written consent of Licensor. Any assignment or transfer in violation of this section shall be void.
Each party has signed this Agreement through its authorized representative. The parties, having read this Agreement, indicate their consent to the terms and conditions by their signature below.
By ___David Kanecki of Kanecki Associates, Inc.____ Date: __date listed on original share-it.com purchase receipt_________________
Licensor Name:__David Kanecki_
By ___Individual, Company, Party, etc listed under name on original share-it.com receipt.__ Date: __date listed on original share-it.com receipt_________________
Licensee Name/Title: Individual, Company, Party, etc listed under name on original share-it.com receipt _____
[on a separate sheet]
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