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A G R E E M E N T
This Agreement is made by and between et3.com, Inc.
(referred to as "LICENSOR"), a corporation organized and existing
under the laws of Florida and having a principal place of business of at 232
N.E.2nd Court, Crystal River, Florida, USA; and
Name of Licensee (or Company Officer ):________________________________________________________________________________
(Attach proof of power to
bind company if acting in behalf of company listed below)
Name of Company:__________________________________________________________________
Number of open licenses`($100 ea) ____
(referred to herein as
"LICENSEE" );
(a company organized and existing under
the laws of _____________________ (country / state) and having a principal
place of business at) (or
individual residing at)
_______________________________________________________________________________________________
City __________________________________________________State
________________ Zip_______________-______________
Mailing Address if different:
__________________________________________________________________________________________
Tax ID # (EIN, or SSN)
___________________________________ (applications without Tax ID subject
to maximum withholding)
Date of birth MM/DD/YY: ________________________ Day Phone:
_______________________ Home Phone: ______________________
e-mail Address:
______________________________________________________ List in public licensee
database ? Yes No
Underwriter Name:
____________________________________________________________Lic#
_______________________________
(UNDERWRITER SHOULD RETAIN COPY)
WHEREAS:
A. LICENSOR
is the sole owner of all right, title, and interest in and to: 1) US patent
number 5,950,543; 2) foreign patent
applications; 3)know how; 4)technology assignments; 5) trade secrets; 6)common
law logos trademarks and servicemarks; ETT, et3,
et3.com Inc.; 7)copyrights; 8)marketing and business plans; 9)et3.com, et3.org,
et3.net domain names; and 10)associated databases; all relating to the
development of an Evacuated Tube Transport system (“ETT”), Known as
“Intellectual Property” herein, and LICENSOR has the right to grant the rights
transferred under this Agreement;
B. LICENSEE
desires to review, use, co-develop, participate in, underwrite sublicensees, promote, market, educate others about,
manufacture, make products relating to, sell, participate in projects relating
to or otherwise make use of the Intellectual Property
C. LICENSOR
is willing to grant such non-exclusive rights upon the terms and conditions set
forth in this Agreement;
NOW, THEREFORE, in consideration for the mutual covenants
and promises contained in this Agreement, the parties agree as follows:
1. Definitions
a. The term "TECHNOLOGY," as
used in this Agreement, shall mean all know-how, technical data, or other
information of any kind regarding the design, manufacture, operation, use, or
sale of any Product or other device for use in any field and incorporating or
based on United States Patent No. 5,950,543 Evacuated Tube Transport (ETT
herein) or foreign counterparts of this patent, or of the applications leading
to such patents, any other patents now or hereafter owned or controlled by
LICENSOR or based on any products currently sold by LICENSOR, and any
modification or improvements thereto made by LICENSOR or LICENSEE.
b. The terms "PROJECT" and
"PRODUCT," as used in this Agreement, shall mean any and all
intellectual property, services or goods produced, used, and/or sold or
otherwise commercialized by LICENSEE or its sublicensees
resulting from the use of any portion of the TECHNOLOGY or based on any portion
of the TECHNOLOGY;
c. The term UNDERWRITER, as used in this
Agreement, shall refer to an existing LICENSEE or LICENSE applicant, acting to
sub-license the applicant under substantially identical license terms, and
governed by the rules of the et3.com handbook posted on www.et3.com.
d. The term PARTICIPANT, as used herein,
shall refer to a LICENSEE who engages in an ETT project.
2. Grant
of Technology Rights
a. Subject to the other terms and conditions set forth herein,
LICENSOR hereby grants to LICENSEE the non-exclusive worldwide right and
license to: 1) access and utilize all TECHNOLOGY ; 2) review and bid on ETT
participation products; 3) submit novel participation proposals; 4) as an
independent contractor, underwrite sub-licensees, according to substantially
identical terms of this Agreement, entitling royalty commissions (described
herein); 5)vote on products, their priority, and bid acceptance to the extent
of participation percentage; 6) receive bonus as winner of competitive
sub-licensing contests announced on contest database; 7)own stock in et3.com
Inc.; and 8) trade et3.com Inc. stock with other licensees on the et3.com Inc.
exchange website at www.et3.net.
b. The nonexclusive license extends
automatically to all TECHNOLOGY, business plans, marketing systems, projects,
know how, etc. relating to ETT, that et3.com or its successor shall acquire,
develop, pool or license from others.
c. Notwithstanding the above, or anything else to the
contrary, all rights to the patents or intellectual property rights now
existing or to be obtained in the future, which are based on the TECHNOLOGY or
PROJECTS shall be the sole property of LICENSOR.
d. Within twenty (20) business days after the execution date
of this Agreement LICENSOR shall disclose to LICENSEE any and all technical
information and know-how then within the knowledge or possession of LICENSOR
which was not already disclosed to LICENSEE and which would be helpful to
LICENSEE in the manufacture, use or sale of the PROJECT or in otherwise
exploiting the subject matter of this Agreement.
3. Warranties
and Representations of LICENSOR
a. LICENSOR warrants and represents that to the best of its
knowledge it owns or has an exclusive right to the Intellectual Property; and
that it is free to enter into this Agreement and that it has no knowledge of
any suit, action, or claim instituted or threatened by a third party against
any of these intellectual property rights.
b. LICENSEE
agrees that it will defend, indemnify and hold harmless LICENSOR, its employees,
officers and agents (the “indemnified parties”) from and against any and all
claims and causes of action of any nature made or lawsuits or other proceedings
filed or otherwise instituted against the indemnified parties relating directly
or indirectly to or arising from the manufacture and sale of any ETT system or
component that they may design, construct or apply. Licensee will assume responsibility for all
costs and expense related to such claims and lawsuits for which it shall
indemnify the indemnified parties, including, but not limited to, the payment
of all attorney’s fees and costs of litigation or other defense.
c.
LICENSEE will maintain any secret or
proprietary nature of all patent pending ETT
technologies, business plans, and materials that LICENSEE may receive
from or in behalf of et3.com Inc. LICENSEE will exercise all prudent measures
to protect any proprietary ETT technology from unlicensed dissemination.
LICENSEE will obtain a signed official et3.com non-disclosure Agreement (located
at www.et3.com) from any prospective licensee before presentation of any
proprietary ETT technology. LICENSEE
will make no copies whatsoever of any sales materials, or information in the
ETT databases. Any purchase of ETT
marketing materials must be made through et3.com or a vendor approved by
et3.com Inc.
d.
A project
PARTICIPANT is subject to additional project participation terms as agreed to by majority of
existing et3.com Participants engaged in the project. A Participant shall not
conduct ETT related business with a non-licensee. All employees of a Participant must be
et3.com Licensees if they do any work relating to an ETT project. Alternatively a licensee may hold additional
open name licenses for employee use.
e. Nothing
herein shall be construed as a warranty or representation by et3.com Inc. as to
the scope or validity of any patent application or a
any patent or patents that may be issued or be assigned. The ETT system and TECHNOLOGY has not been
built, tested or independently evaluated.
Licensee shall exercise due diligence to verify the potential
performance and cost of the ETT system.
4. Payments
and Obligations
a. The license fee is $100.
Royalties or share purchase is not included in the fee. The licensing
fee is not refundable. Use of the
licensing fee ($100) is to fund et3.com Inc. general operating expenses; Fees do not cover
the cost of any hard copy materials or reports, other than what is used for
this Agreement. All notices, statements, and technology updates are posted on www.et3.com
web site, or sent to the licensees’ e-mail address. The licensee may request
hard copies from et3.com Inc. provided the added cost is paid in advance.
b. Royalties are 6% of the accepted project participation bid
(more or less as determined by majority vote of Participants and
owners). The royalties are to be submitted with any funded participation bid.
Use of royalties as follows: 50% is paid to the royalty distribution account,
5% commission is paid to the Underwriter
of the licensee paying the royalty.
Up to 5% may be used for any overhead resulting from royalty
administration and audit. The 40% remaining is gross profit, 10% of the gross
profit (4% of the total) is donated to the et3 foundation, a non-profit
organization (see www.et3.org). The balance (after any taxes owed) is paid to
the owners of et3.com according to share. The greater of actual Sales Price, or fair market value of goods or services shall be
used to calculate royalties due.
c. The Royalty Distribution Account is administered for the
exclusive benefit of ETT Participants.
Cash disbursements shall be paid to the Participant upon 30 days of
written or e-mail request. Cash disbursement shall not be made more than once
per year unless for amounts greater than $1000. A Licensee may elect to receive
stock (if available) instead of royalty distribution, provided any applicable
laws and regulations concerning such stock offering are satisfied by the
Participant. Participation percentage is diluted as additional participation is
accepted.
d. A submitted PROJECT plan gains priority
by vote of the Participants. PROJECTS are
ranked and votes weighted according to the relative percentage of
participation. If a PROJECT plan
achieves majority Participant and owner approval, it is eligible for
capitalization with et3.com Inc. stock issue (if available); or funding by
licensees. Bidding for portions of the
approved and capitalized project shall commence. PROJECTS shall start when a licensee bid is
accepted by majority of the Project PARTICIPANTS and owner vote, subject to
availability of funds, holdback, inspection and audit. A funded project is
owned jointly by funding participants in the project according to the
proportional value of their contributions.
A new PARTICIPANT receives participation percentage according to the
value of contributed goods or services as voted appropriate by existing
PARTICIPANTS and owners.
e. Stock representing ownership of et3.com Inc.
is not publicly traded. SEC regulations prevent the transfer of non-registered
stock to third parties. All outstanding
shares of et3.com Inc. are private placement or compensatory shares and are
restricted as such.
f. These fees as described herein shall be due and payable for
as long as LICENSEE or any associated, affiliates, or related entities shall be
involved in the commercialization of PROJECTS or TECHNOLOGY or for as long as
permitted by law.
g. Project Participant covenants that it will, in good faith
commit itself to a thorough vigorous, and diligent
program of exploiting the TECHNOLOGY and/or PROJECTS hereof in accordance with
the best business customs of the applicable industry or industries, so that
full utilization of the PROJECTS will result.
h. LICENSEE agrees that it will pay interest to LICENSOR on
any and all amounts that are at any time overdue to LICENSOR at the rate of
1.5% per month, (or the maximum allowed by law if less), from the date when
payments are due and payable to the date of receipt of actual payment by
LICENSOR.
i.
All monies payable
hereunder shall be paid in United States Dollars at such location in the
5. Records
and Reports
LICENSOR
shall maintain an ETT technology
database, a project database, a PARTICIPANT database, accounts database, and a
LICENSEE database, on a server accessible by
LICENSEE at www.et3.net. LICENSEE
shall keep full, clear and accurate computer records with respect to project
participation subject to royalty or fee under this Agreement. LICENSEE shall update their ETT database at
least weekly. et3.com, or its authorized
agent, shall have the right to examine and audit such records with reasonable
notice during normal business hours, as reasonably required to ensure LICENSOR’s rights.
In case LICENSOR does not accept the statements of sales performed by LICENSEE and the parties cannot reach an agreement within thirty (30) days after LICENSOR's notification of disagreement, LICENSOR is authorized to have audited by a certified public accountant bound by professional secrecy the documents relevant for computing the fee. This auditor shall have the right to inspect all books and records of LICENSEE directly related to the PROJECTS it is manufacturing or offers for sale. The auditing costs shall be borne by LICENSOR unless the auditing proves the failure of LICENSEE to provide LICENSOR with correct statement of sales performed. In the latter case LICENSEE shall pay the costs of the auditing if the statement of sales is in error in excess of five percent (5%) of the amounts due to LICENSOR. LICENSEE shall make prompt adjustment to compensate for any errors or omissions discovered by such audit. If records do go uncontested for two years, et3.com shall have no further right to contest such report, unless fraud is proven. All records shall be kept in English; in a secure, mainstream computer format, as shall be agreeable to 75% vote of Participants.
6. Patent
Prosecution and Third-Party Infringement
a. LICENSOR, at its own
expense, may prosecute any domestic or foreign patent application that may
relate to ETT or be assigned to et3.com, and any continuations, divisions,
continuations in part, substitutes, and reissues, of such patent application or
any patent thereon, at its own expense, until all applicable patents issue or
any patent application finally becomes abandoned. LICENSOR shall also pay any maintenance fees
which are due on any patent that may issue.
If for any reason et3.com shall intend to abandon any patent, it shall
notify LICENSEES at least two months in advance of abandonment so LICENSEES may
have opportunity to prosecute the patent, in such case et3.com shall cooperate
to any degree required, at LICENSEE’S expense.
If LICENSEE acts and is successful all reasonable prosecution expenses
shall be deducted from any royalties due.
b. Should
LICENSOR or LICENSEE become aware of any infringement or alleged infringement
of any patents covering any portion of the TECHNOLOGY, that party shall
immediately notify the other party in writing of the name and address of
alleged infringer, the alleged acts of infringement, and any available evidence
of infringement. LICENSOR and LICENSEE agree to work jointly (on a best effort
basis) to prevent any infringement.
LICENSOR shall bear the expense of any action and shall be entitled to
all recovery. If LICENSOR does not act,
one or more LICENSEES may take action.
If LICENSEE(S) take action the cost shall be
borne by LICENSEE(S) and recovery shall be split among LICENSEE(S) according to
their involvement in the recovery, subject to any owed royalties.
c. If, at any time during the term of this Agreement, LICENSOR
or LICENSEE shall be unable to uphold the validity of any LETTERS PATENTS or
other intellectual property rights against any alleged infringer, LICENSEE
shall not have a damage claim or a claim for refund or reimbursement against
LICENSOR.
7. Term
and Termination
a. With respect to the rights granted herein, this Agreement
shall commence upon the executing hereof and, shall extend in perpetuity to both parties or their successors unless terminated sooner
for any reason under the terms of this Agreement, or until superseded by an
Agreement amenable to both parties.
b. This Agreement may be terminated for:
i) Default: If a LICENSEE fails to make
payment on or before the date due under this Agreement, or if LICENSEE makes
any other default under or breach of this Agreement, et3.com shall have right
to terminate the Agreement upon three months written notice of intent to
terminate, specifying such
failure, breach or default to LICENSEE.
If LICENSEE fails to make payment or otherwise cure the breach, et3.com
may send written notice of termination, and this Agreement shall terminate one
month from said notice date.
ii) Bankruptcy,
receivership, or assignment for the benefit of creditors of LICENSEE shall
result in the immediate termination of this Agreement, without prejudice to any
rights et3.com may have.
c. Subsequent to the termination of this Agreement, LICENSEE
agrees that it will not engage in the use, sale, or other commercialization of
the TECHNOLOGY and that it will not manufacture the PROJECTS or PRODUCTS. Notwithstanding the foregoing, LICENSEE may,
for up to ninety (90) days after the effective date of such termination, sell
all PRODUCTS or PROJECTS which may be in inventory and not sold; provided,
however, LICENSEE provides any reports and payments required by Section 5 of
this Agreement.
d. If this Agreement is thus terminated,
all non-disclosure clauses, and assignments, remain in effect unless release is
made by et3.com in writing.
e. Upon termination of this Agreement, for any reason, nothing
herein shall be construed to release either party of any obligation which
matured prior to the effective date of such termination or which may continue
beyond such termination, and any unpaid payments under this Agreement shall
become immediately due and payable to LICENSOR.
8. Taxes,
Governmental Approvals and Liability
a. LICENSEE shall be solely responsible for the payment and
discharge of any taxes, duties, or withholdings relating to any transaction of
LICENSEE in connection with the manufacture, use, sale, lease, or other
commercialization of the TECHNOLOGY or the PROJECTS, if done by LICENSEE. LICENSOR is solely responsible for any and
all taxes, fees, etc. levied by the authorities because of being the inventor
of the patented TECHNOLOGY, because of the receipt of any and all payment by
third parties to LICENSOR because of the licensed TECHNOLOGY including but not
limited to the fees payable under this Agreement.
b. LICENSEE shall, at its own expense, be responsible for
applying for and obtaining any approvals, authorizations, or validations
relative to this Agreement under the appropriate national laws or otherwise,
including authorization for the remittances hereunder from the appropriate
governmental authorities.
c. LICENSEE shall be responsible for all PRODUCT liability and
PRODUCT warranty for any PRODUCTS manufactured by or for LICENSEE under this
Agreement and shall insure this risk accordingly. LICENSEE further indemnifies LICENSOR for any
and all claims brought against LICENSOR of which the cause of action was set by
any act of LICENSEE related to any PRODUCTS covered by this Agreement.
9.
This Agreement shall not constitute the designation of
either party as the representative or agent of the other, nor shall either
party by this Agreement have the right or authority to make any promise,
guarantee, warranty, or representation, or to assume, create, or incur any
liability or other obligation of any kind, express or implied, against or in
the name of, or on behalf of, the other, except as described herein.
10. Assignment
and Licensing
a. LICENSOR shall not have the right to assign or otherwise
transfer this Agreement and the rights herein,
including rights acquired by LICENSOR herein, to receive payments, to any third
party, without the prior written consent of LICENSEE which consent shall not be
unreasonably withheld. Such assignment
or transfer shall not be deemed effective unless such assignee or transferee
has agreed in writing to be bound by the terms and provisions of this
Agreement.
b. Any improvement that LICENSEE shall make to ETT
technologies before, during or after the term of this Agreement shall be
licensed to et3.com Inc. for $1, plus any previously agreed upon participation
percentage value disclosed herein. This
shall include without limitation, patent applications, patents, computer
software, copyrights, know-how or licenses acquired, that relate to ETT
participation. The license shall be
exclusive with respect to ETT usage of the IP; the licensee shall retain all
rights to any non-ETT uses of the intellectual property that they develop.
c.
LICENSEE shall
have the right to underwrite other entities as sublicenses under identical
terms of this Agreement. LICENSEE shall remain bound to pay fees as per Section
4. of this Agreement.
LICENSEE shall, provide a license Agreement properly executed by the
prospective sub-licensee to LICENSOR. If
a SUBLICENSEE shall terminate as a LICENSEE for any reason without a named
successor, any SUBLICENSEES subject to the terminating LICENSEE who underwrote
the terminating SUBLICENSE shall be subject to the LICENSEE who underwrote the
terminating SUBLICENSE. The underwriting
LICENSEE has no power to limit or restrict a SUBLICENSEE with additional
SUBLICENSE terms. An organization may
hold multiple SUBLICENSES in open name for employees and/or subsidiaries and/or
related entities. The 5% royalty
commission paid on open name licenses is paid to the underwriter of the entity
holding the open name license generating the royalty.
d. LICENSEE may file for additional patents or intellectual
property rights on behalf of LICENSOR and in LICENSOR's
name at its own expense in any country it so desires.
11. Notices
a. All notices, demands, and other communications under this
Agreement shall be in written English, and shall be sent by first class
certified mail, return receipt requested, postage prepaid, to the concerned
party at the address listed on this application. Any notice shall be considered
made on the day deposited in the mail. General notices to all licensees are to
be posted on the website accessible through www.et3.com. Payments, statements, and other
communications may be sent by regular mail, or electronic means to the
following destinations:
For LICENSOR:
P.O.
Box 1423, Crystal River, Florida 34423; Telephone: (352) 257-1310; E-Mail:
et3@et3.com
For LICENSEE:
At the
mailing (or e-mail) address herein (licensee will pay mailing fees if e-mail
address is not provided).
The
parties hereto may give written notice of change of address, and, after such
notice has been received, any notice of request shall thereafter be given to
such party at the changed address.
b. In the
future, electronic notice, signature, and receipt confirmation methods may
advance to the point of satisfying legal notification requirements at lower
cost than first class certified mail. If
new notification standards are adopted, licensee shall conform. If licensee fails to conform, licensee must pay, the cost of certified mail notification, and any time
value attributed to postal delays.
12. Jurisdiction;
Governing Law
a. In the event of any
dispute, controversy or claim between the parties arising out of or in connection
with this Agreement (or related or subsequent agreements or amendments
thereto), in particular (but not limited) as to its conclusion, existence,
validity, interpretation, performance or non-performance, breach, termination,
the assessment of damages including claims in tort, whether arising before or
after the termination of the Agreement, the parties shall make a good faith
effort to negotiate a settlement. If not
settled, the dispute shall be referred to and finally determined by three
arbitrators appointed in accordance with the rules of arbitration of the
American Arbitration Association in
b. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Florida, except that the Federal Laws
of the United States of America shall apply to questions regarding the validity
or infringement or enforceability of United States Federal Patent and Trademark
rights relating in any way to this Agreement or the subject matter of this
Agreement.
c. Any action related to this Agreement
shall be brought in
other state and/or
jurisdiction as LICENSOR shall transfer said action.
13. Attorney
Fees
In the event there is a default under this Agreement and it
becomes necessary for any party to employ the services of an attorney, either
to enforce or terminate this Agreement, with or without arbitration, the losing
party or parties to the controversy arising out of the default shall pay to the
successful party or parties reasonable attorneys fees and, in addition, such
costs and expenses as are incurred in enforcing or in terminating this
Agreement.
14. Identification
of TECHNOLOGY and PRODUCTS
a. LICENSEE agrees to mark the following with a patent number,
(or
1) all PRODUCTS which are made, used, sold, leased, or
otherwise disposed of;
2) all packaging of all PRODUCTS, and: 3) all
brochures, manuals, and documents describing the PRODUCTS which are to be used,
sold, or distributed.
b. Unless otherwise directed by LICENSOR, LICENSEE shall state
in a manner acceptable to LICENSOR and approved by LICENSOR, in a prominent
position on all materials and things specified in sub-Section 14a above, that
the TECHNOLOGY is utilized and the PRODUCTS are manufactured and sold by
LICENSEE under license from LICENSOR.
15. General
Provisions
a. The parties hereto have read this Agreement and agree to be
bound by all its terms. The parties further agree that this Agreement shall constitute
the complete and exclusive statement of the Agreement between them and
supersedes all proposals, oral or written, and all other communications between
them relating to the TECHNOLOGY and PRODUCTS, including but not limited to the
inventions, technology, and know-how, which are the subject matter of this
Agreement.
b. No agreement changing, modifying, amending, extending,
superseding, discharging, or terminating this Agreement or any provisions
hereof shall be valid unless it is in writing and is dated and signed by duly
authorized representatives of the party or parties to be charged.
c. The provisions of this Agreement are severable, and in the
event that any provisions of this Agreement shall be held to be invalid,
illegal, or unenforceable, the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
d. Failure of any of the parties hereto to enforce any of the
provisions of this Agreement or any rights with respect thereto or to exercise
any election provided for therein, shall in no way be considered a waiver of
such provisions, rights, or election or in any way to affect the validity of
this Agreement. No term or provision
hereof shall be deemed waived and no breach excused, unless such waiver or
consent shall be in writing and signed by the party claimed to have waived or consented. The failure by any of the parties hereto to
enforce any of said provisions, rights, or elections shall not preclude or
prejudice other provisions, rights, or elections which it may have under this
Agreement. Any consent by any party to,
or waiver of, a breach by the other, whether express or implied, shall not
constitute a consent or waiver of, or excuse for any other, different or
subsequent breach. All remedies herein
conferred upon any party shall be cumulative and no one shall be exclusive of
any other remedy conferred herein by law or equity.
e. Time is of the essence in the performance of each and every
obligation and covenant imposed by this Agreement.
f. This Agreement shall be binding not only upon the parties
hereto, but also upon without limitations thereto, their assignees, successors,
heirs, devices, divisions, subsidiaries, officers, directors and employees.
g. There shall be no liability on either party on account of
any loss, damage, or delay occasioned or caused by strikes, riots, fires,
insurrection or the elements, embargoes, failure of carriers, acts of God or of
the public enemy, compliance with any law, regulation or other governmental
order, or any other causes beyond the control of either party, whether or not
similar to the foregoing.
h. Except as provided elsewhere in this Agreement, all of the
legal, accounting, and other miscellaneous expenses incurred in connection with
this Agreement and the performance of the various provisions of this Agreement
shall be paid by the party who incurred the expense.
i. All covenants, agreements, representations, and warranties
made herein in writing in connection with this transaction shall survive after
the closing date.
j. Headings used in this Agreement are for reference purposes
only and shall not be deemed a part of this Agreement.
k. In any action for breach of this Agreement or for any other
cause of which neither party shall be liable to the other party for any
indirect or consequential damages; provided, however, that this provision shall
not be deemed to limit in any way LICENSEE's duty to
indemnify LICENSOR for claims brought by third parties as set forth in Section
6 of this Agreement.
l. Neither
party shall commit any act or take any action, which frustrates or hampers the
rights of the other parties under this Agreement. Each party shall act in good
faith and engage in fair dealings when taking action under or relating to this
Agreement.
m. In
case of any mistake in this Agreement, including any error, ambiguity, illegality,
contradiction, or omission, this Agreement shall be interpreted as if such
mistake were rectified in a manner which implements the intent of the parties
as nearly as possible and effects substantial fairness, considering all
pertinent circumstances.
n. Upon signing this Agreement with blue
ink, the parties agree that they have carefully read this Agreement and have
consulted or have had opportunity to consult counsel.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of
Date: ________________________________; Applicant: Signature:
________________________________________
Type, or print in permanent ink; initial
and date each page. Attach: relevant
application(s); photocopy of legal ID with photo; and license fee ($100 US /
License).
CHECK ALL DATA; INCOMPLETE OR UNVERIFIABLE
APPLICATIONS MAY BE REJECTED WITHOUT NOTICE
Accepted by: Daryl Oster, CEO et3.com on the date the
grant of License is posted to the et3.com, and /or et3.net website.