High Precision Computation Module / Kbasic 6
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
60 set wordsize 64
70 rem 2) set variable
80 set unity 14
90 rem compute to 14 decimal
110 rem * Main Program
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
230 rem * double divisor,
negate sign, increment counter
250 let j=j+j
260 let sign=-sign
270 let i=i+1
280 goto 180
310 rem * print out result
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
<< Results from Program
Kanecki Ultra High Precision
(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
"I = " ; I ; " PI = " ; PI * 4
110 LET I = I + 1
120 LET J = J + 2
130 LET SIGN = - SIGN
140 GOTO 80
"Final Value of PI is " ; PI * 4
"Kanecki Ultra Precission
Computation of PI
By David H. Kanecki
1 PI = 4000000000000000000000000000000
2 PI = 2666666666666666666666666666668
3 PI = 3466666666666666666666666666668
4 PI = 2895238905238905238905238905240
5 PI = 3339682539682539682539682539684
6 PI = 2976406176406176406176406176408
7 PI = 3283738483738483738483738483740
8 PI = 3107701817701817701817701817706
9 PI = 3252365934718875895346483581780
10 PI = 3401839618929420211135957265992
11 PI = 3232315890450592687326433456468
12 PI = 3508420765927331817761216605164
13 PI = 3218420765927331817761216605164
14 PI = 3702054617779183669613607917106
15 PI = 3280185652261942293020723809428
16 PI = 3709153394197426161274065204912
17 PI = 3230065515490547373391677146124
18 PI = 3806709810123833807677391431840
19 PI = 3194187990231941195785499539948
20 PI = 3901623860667838631682935437384
21 PI = 3189184782277594729243911407140
22 PI = 3906161526463641248071818203888
23 PI = 3185504015352531029767060912776
24 PI = 3909944302373860725550387763840
25 PI = 3181576685435301215310360131184
26 PI = 3130145312886101670458168876284
27 PI = 3178617109099219154627981097306
28 PI = 3150889738271946427355252924312
29 PI = 3176605176868437655425428362980
30 PI = 3180268566698946131000699549352
31 PI = 3173842337197049480692024139512
32 PI = 3113052073698685916626732706200
33 PI = 3171888735237147455808275037556
34 PI = 3112187242699834202252449642306
35 PI = 3171058257192587645448055439136
36 PI = 3113822029203573569033813185616
37 PI = 3168614749571518766413265244080
38 PI = 3115281416238185433709931970706
39 PI = 3167229468186237381131879959204
40 PI = 3116596556793832317847047018520
41 PI = 3165979272843215303891023434568
42 PI = 3117786510758877684492533703124
43 PI = 3164845325288289449198415426604
44 PI = 3118868313794306575635197305260
45 PI = 3163812134108755676758792548076
46 PI = 3119856906002711727014836496920
47 PI = 3162866842758083763725589185902
48 PI = 3127061579592989206883483921936
49 PI = 3161998692995508082553587104716
50 PI = 3121594652591104078513182974312
51 PI = 3161198612987508002473579103912
52 PI = 3122363661537039420861928528476
53 PI = 3164058899625977498120003766568
54 PI = 3123705722505884401056908532924
55 PI = 3159772969762360508540722386132
56 PI = 3123736933726272002468686359006
57 PI = 3159135163814765597689925288148
58 PI = 3124352555119113423776881890888
59 PI = 3158545089370147611811609844706
60 PI = 3124927143928996351360868163440
61 PI = 3157984995168665772794471469188
62 PI = 3125464669965413742074146265936
63 PI = 3157464669965413742074146265936
64 PI = 3125968660973287756202177762000
65 PI = 3156976358911272252146280769748
66 PI = 3126442700766234804270277472400
67 PI = 3156517195736158896237352668000
68 PI = 3126887566160529266670723303080
69 PI = 3156804646398560009527431509576
70 PI = 3127370667981233882477701347348
71 PI = 3155676462370475107228844396992
72 PI = 3127740434335447405280072369200
73 PI = 3155296041231998769338830430500
74 PI = 3128709756878257272741063947720
75 PI = 3154925394462149891089828377248
76 PI = 3128435328236984327275921902480
77 PI = 3154579119806657529893010077444
78 PI = 3128772667473754340803848564544
79 PI = 3154253074481023738035449021228
80 PI = 3129903141775721215112174089080
81 PI = 3153937862272615625505008679736
82 PI = 3129397984972200128117543342316
83 PI = 3153644090214426375041785766556
84 PI = 3129688313460403137800851634820
85 PI = 3153356952459297574878674122004
86 PI = 3129965139593840098855282370160
87 PI = 3153806526877307493704935486348
88 PI = 3132029384109894635932708343492
89 PI = 3152828254706391811703321281344
90 PI = 3134081885361380102196039717100
91 PI = 3152581332875121066886772313784
92 PI = 3137023490377852470323937083732
93 PI = 3152345309099474208945552450352
94 PI = 3139054656667923226860514972200
95 PI = 3152118677831944398027678993364
96 PI = 3131176269454981404002338679228
97 PI = 3151910658506107390472394092696
98 PI = 3131388837543196796651877672184
99 PI = 3151693460701115578377765997506
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,
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
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
Exclusions from Confidential
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
Receiving Party’s Name/Title
Date: _The data
listed on the original share-it.com purchase
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
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]
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]
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.
[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]
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.
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
(a) Licensee provides written notice of its intention to
renew this agreement within thirty days before the expiration of the current
(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
[No patents; indefinite term]
] This Agreement shall commence upon the
Effective Date and shall continue until terminated pursuant to a provision of
[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
Licensed Product Royalty.
[ 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.
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
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
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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
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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.
[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
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
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
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
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
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
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
[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:
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;
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;
fails to maintain confidentiality regarding Licensor's trade secrets and other
assigns or sublicenses in violation of the Agreement; or
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 &
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
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]
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
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]