SUB LICENSE AGREEMENT
THIS SUB LICENSE AGREEMENT, including the Schedules referred to
hereinandattachedhereto(the"Agreement"),ismadeandenteredintothis8thday
of April 2009 by and between Rampart Reconnaissance, Inc., a private company
incorporated in the State of Nevada ("Licensor") and Rampart Defense, Inc., a
private company incorporated in the State of Nevada ("Licensee").
RECITALS
WHEREAS Licensor owns and has the right to grant sub licenses wider
certainpatents,patentapplications,technology,tradesecrets,data,know-howand
other intellectual property relating to electromagnetic signal detection as set out in
detailinScheduleAattached(asamended)andhereafterreferredtocollectivelyas
the Licensed Products; and
WHEREASLicenseedesiresto obtain from Licenser, andLicensoris willing
to grant to Licensee, an exclusive sub-license for the development and
commercialization of the Licensed Products in the United States of America in the
Licensed Field as defined in Schedule B, under the terms and conditions herein;
NOW, THEREFORE, in consideration of the mutual covenants and obligations set
forth herein, and for other good and valuable consideration, the receipt and
sufficiencyof which is hereby acknowledged, Licensor and Licensee herebyagree
as follows:
1.0 DEFINITIONS
As used in this Agreement, the following terms shall have the meanings
indicated:
1.1 "Confidential Information" shall have the meaning set forth in Section
9.1 below.
1.2 "Deductible Expenses" shall mean the following items of expense
actually incurred in connection with Sales of Licensed Products (as hereinafter
defined)totheextentpaidorallowedbySub-licenseesandincludedinaccordance
with recognized principles of accounting (consistently applied) in the gross sales
price billed: (a) sales, use or turnover taxes, (b) excise value added or other taxes,
customdutiesorconsularfees;(c)transportation,freight,andhandlingcharges,and
insurance on shipments to customers; (d) trade, cash Or quantity discounts or
rebatestotheextentactuallypanted,(e)agentfeesorcommissions;andif)refunds
andcreditsforanyrejectedorreturnedLicensedProductsorbecauseofretroactive
price reductions, rebates or charges
1.3 “License Field” shall mean the permitted market applications and
marketing territory of the Licensed Products and Improvements as specified in
Schedule B attached
1.4 "improvements" shall mean all improvements, modifications, or
enhancements to the Licensed Products made by the Licensee; or licensor within
the term of this sublicense for application bythe Licensee or any Sub-Licensee for
use only within the Licensed Field.
1.5 "JointInventions"meansinventionsmadeorconceivedjointlybyorfor
employees of Licensor and Licensee duringthetermofthis Agreement and which,
under principles arising under the patent laws and regulations of the United States
and/or Canada governing inventorship, would be found to be jointly invented by
Licensor and Licensee, and all intellectual property and proprietary rights therein,
thereto and thereunder
1.6 "LicensedPatents"shallmeanthosepatents,inventors'certificatesand
patent applications relating to the application of Licensed Products as set forth in
ScheduleA,togetherwithanyrenewal,division,continuation,continuedprosecution
application or continuation-in part of any of such patents, certificates and
applications,anyandallpatentsorcertificatesofinventionissuingthereon,andany
andallreissues,reexaminations,extensions,divisions,renewalsofortoanyofthe
foregoing, and any foreign counterparts of any of the foregoing.
1.7 “LicensedTrademark”shallmeantrademarksownedbyLicensorunder
the Master License Agreement.
1.8 "Licensed Trade Secrets" shall mean all proprietary and confidential
technical information owned by the Licensor under the Master License Agreement
and relating to the inventions owned or claimed in the licensed Patents.
1.9 "Licensed Product" shall additionallymean anymaterial, composition,
product, device or procedure the manufacture, use or sale of which would infringe
a Valid Claim (as hereinafter defined) in the country of such manufacture, use or
sale, but for a license granted hereunder.
1.10 "Operational Date" shall mean the first day that the Licensee
commences business operations relative to the Licensed Product.
1.11 “NetRevenues"shallmeanthecombinedamounts(whetherincashor
in non cash consideration) received or invoiced by Licensee and Sub licensees,
whicheverisearlier,fromSalesordistributionofLicensedProductstothirdparties,
less Deductible Expenses.
1.12 "Sale" or "Sold" shall mean the sale, transfer, exchange or other
disposition of Licensed Products to a third party, whether by gift or otherwise,
includingbutnotbywayoflimitation,theuseofLicensedProducts.Anycommercial
useofaLicensedProductbyaSublicenseeshallbeconsideredaSalehereunder
for accounting and royalty purposes Sales of Licensed Products shall be deemed
consummated upon the first to occur of:
a)
Receipt of payment from the purchaser;
b)
Delivery of Licensed Products to the purchaser or a common carrier,
c)
Release of licensed Products from consignment;
d)
If deemed sold by use, when first put to such use; or
e)
If otherwise transferred, exchanged or disposed of, whether by gift or
otherwise, when such transfer, exchange, gift or other disposition
occurs.
1.13 "Sub licensee(s)" shall mean any third party to whom Licensee has
sublicensed any or all of the rights in, to and under the Licensed Patents licensed
to Licensee hereunder.
1.14 "Sublicense Income" shall mean any proceeds, whether cash or
non-cash consideration, received by Licensee in connection with a grant of a
sublicense to the Licensed Patents, Licensed Trademarks or Licensed Trade
Secrets,includingwithoutlimitation,anylicensefeepayments,milestonepayments,
royalty payments or other cash revenues related to such sublicense grant. For the
avoidanceofdoubt,SublicenseIncomedoesnotincludeamountsreceivedbySub-
licensee for Sales of Licensed Products, which shall constitute Net Revenues In
addition,Sublicenseincomeshallnotincludetimounts receivedinconsiderationof
equity or debt securities of Licensee (with the exception of equity premiums).
1.15 “Valid Claim" shall mean (a) any claim of an issued and unexpired
patentwithintheLicensedPatentswhichhasnotbeenheldunenforceableorinvalid
byacourtorothergovernmentalagencyofcompetentjurisdictioninanunappealed
or unappealable decision, and which bas not been disclaimed or admitted to be
invalidorunenforceablethroughreissueorotherwise.(b)aclaiminapendingpatent
application within the Licensed Patents (e) any claim related to a Licensed Trade
Secretand(d)anyclaimrelatedtoaLicensedTradeMarkwhichhasnotbeenheld
unenforceable or invalid by a court or other governmental agency of competent
jurisdiction in an unappealed or unappealable decision, and which has not been
disclaimedoradmittedtoheinvalidorunenforceablethroughreissueorotherwise.
2.0 LICENSES
2.1 LICENSE GRANT. Subject to the terms and conditions of this
Agreement,LicensorherebygrantstoLicenseearoyaltybearing,exclusiveandnon-
exclusive sub-license to develop and commercialize applications of the Licensed
Products as set forth in Schedule A and improvements thereto within the United
States of America as per the License Field, including the right to grant sublicenses
in accordance with Section 2.3. In consideration of the sub-license, the Licensee
hereby agrees to advance US$200,000, as directed by the Licensor, to pay for the
costs associated with the fast track development of the Rampart IED detection
system.
2.2. OWNERSHIP;RESERVATIONOFRIGHTS.Licenseeacknowledges
and agrees that, except as expressly provided herein, no right title, or interest is
granted by Licensor to Licensee, implied or otherwise, in to or under the Licensed
Patents,LicensedTrademarks,LicensedTradeSecretsortheImprovementsother
than as expressly set forth in this Sublicense Agreement.
2.3. SUBLICENSES.Subjecttothetermsandconditionsofthis Agreement,
Licensee shall have the right to sublicense any or all of the rights granted to
Licensee under Section 2.1; provided that any such sublicense (a) shall be made
pursuanttoabindingandwrittenagreementwhichprotectsLicensor'sinterestsand
rights in its proprietary information and intellectual property to at least the same
extent as tins Agreement and includes specific reference and terms for royalty
paymentstobepaidtothe.LicensorDuringthekilnofthisAgreement,licenseeshall
provideLicensorwithacopyofeachfullyexecutedsublicenseagreementinwhich
Licensee sublicenses any or all of the rights set forth in Section 2.1. Licensor must
approve all sub licenses in writing.,which approval shall not be unreasonably
withheld.
3.0 PAYMENTS AND RELATED OBLIGATIONS
3.1 ROYALTY PAYMENTS. In consideration for the rights and licenses
granted pursuant to Article 2 above, the Licensee shall pay to the Licensor on a
calendarquarterlybasisanamountequalto7%oftheNetRevenuesderiveddirectly
or indirectly, in cash or in kind, from the sale of the Licensed Products and
Improvementsthereto.TheLicenseeshallremitadetailedaccountinginsupportof
the quarterly royalty payment. Where the Licensee grants a Sublicense under the
terms of this Agreement, sublicense shall make payments to Licensor as mutually
agreed by the Licensee and Licensor in the Sublicense agreement.
3.2 Intentionally omitted.
3.3. ADDITIONAL PAYMENTS. Except as otherwise expressly provided
herein, all other payments due to Licensor pursuant to the terms and conditions of
this Agreement shall be due and payable within 30 days after receipt of a proper
invoice therefor from Licensor. Any sums not paid when due, including amounts
determinedtobedueunderSection3.6,shallautomaticallyaccrueinterestfromthe
date when due until actually paid at a rate of [10% per annum].
3.4 PAYMENT FORM. All payments made by Licensee under this
AgreementshallbemadeinacurrencytobedesignatedbytheLicensor,andsuch
paymentsshallbemadebycheckorwiretransfertooneormorebankaccountsto
be designated in writing by Licensor.
3.5 TAXES. Licensee shall pay, and shall indemnify and hold Licensor
harmless from all taxes, duties and fees directly imposed by all foreign, federal,
state,localorothertaxingauthorities(including,without!imitation,export,sales,use,
excise, and value-added taxes) based on the transactions or payments under this
Agreement,otherthantaxesimposedorbasedonLicensorsnetincome,including
royalty income under this Agreement.
3.6 INSPECTION OF BOOKS AND RECORDS. Licensee shall maintain
complete and accurate books rind records. Licensee shall retain such books and
records for each quarterly period for six (6) years after the submission of the
corresponding report under Section 3.4. Upon two weeks prior written notice to
Licensee, Licensor or independent accountants selected by Licensor may have
access to such books and records to conduct a review or audit no more than twice
per calendar year at Licensors discretion, for the sole purpose of verifying the
accuracy of Licensee's reports and Licensee's compliance with this Agreement.
SuchaccessshallbepermittedduringLicensee'snormalbusinesshoursduringthe
term of this Agreement and for three (3) years after the expiration or termination of
this Agreement. In the event of any underpayment, Licensee shall promptly pay to
Licensor the difference between the amount actually paid by Licensee and the
amountdeterminedtobeowingunderthisSection3.6.Anysuchinspectionoraudit
shall be at Licensor's expense.
3.7 REGULATORY FILINGS. Where required by securities or regulatory
authorityhavingjurisdiction,theLicenseeandLicensoragreetomakefulldisclosure
and comply with all securities, exchange and regulatory requirements.
4.0 DUE DILIGENCE
4.1. DEVELOPMENTREPORTS.LicenseeshalldelivertoLicensor,every
120daysfollowingtheOperationalDate,awrittenreportsettingforthinreasonable
detail (a) the identity of all Licensed Products or prototype products in research or
manufacturing, (b) the stage of development for each such Licensed Product or
prototype licensed and (c) the identity of any pending customer, partnership or
collaboration status, if any, related to the Licensee's efforts in connection with the
development and commercialization of the licensed Products.
4.2 EFFORTS. Licensee agrees to develop and commercialize Licensed
Products in a secure and business-like manner within the Licensed Field and to
obtainsuchapprovalsasmaybenecessaryforthesaleofLicensedProductsinthe
LicensedField. Licenseemayconductsuchactivitiesitselforthroughthirdparties.
5.0 IMPROVEMENTS AND JOINT INVENTIONS.
5.1 DISCLOSURE. Assoonasreasonablypossible.eitheruponcreation,
development of an Improvement or conception or reduction to practice of a Joint
Invention, as the case may be. each party shall disclose the same in writing to the
other. Allsuchdisclosuresshallbemaintainedinstrictconfidencebythereceiving
party.
5.2 IMPROVEMENTS.
5.2.1. In the event that Licensor develops or creates Improvements,
andsubjecttothetermsandconditionsofthisAgreement,Licensoragreestogrant
and hereby grants to Licensee an extension to The Licensed Field for such
Improvements inside the Licensed Field under the same terms as this license
agreement.
5.2.2. In the event that Licensee develops or creates Improvements,
andsubjecttothetermsandconditionsofthisAgreement.Licenseeagreestogrant
and hereby grants to Licensor a worldwide, royalty-free, sub-licensable,
non-cancellable. exclusive right and license for development, application and
commercialization for outside the Licensed Field.
6.0 REPRESENTATIONS. WARRANTIES AND COVENANTS
6.1 REPRESENTATIONS, WARRANTIES AND COVENANTS OF
LICENSOR. Licensor represents and warrants that, as of the date hereof :
6.1.1. Licensorisacorporation,dulyorganized,validlyexistingandon
good standing under the laws of the Province of its incorporation.
6.1.2. Licensorhastherightandauthoritytogramherightsandlicense
gamed to Licensee under this Agreement;
6.1.3. Theexecution,deliveryandperformanceofthisAgreementhave
been duly authorized by all necessary corporate action on the part of Licensor.
6.2 REPRESENTATIONS, WARRANTIES AND COVENANTS OF
LICENSEE. Licensee represents, warrants and covenants that, as of the date
hereof:
6.2.1. Licensee is a corporation, duly organized, validly existing and
in good standing under the laws of The United Kingdom.
6.2.2. Theexecution,deliveryandperformanceofthisAgreementhas
beendulyauthorizedbyallnecessarycorporateactiononthepartofLicensee:and
6.2.3. Licensee will not practice any of the rights in, to or under the
Licensed Products, Licensed Patents, Joint Patents, Trade Secrets or Licensed
Trademarks outside of the Licensed Field.
6.3 Nothing in this Agreement shall be construed as conferring, by
implication, estoppel or otherwise, any license or rights under any patents, trade
secretsortrademarksofLicensorotherthantheLicensedPatents,LicensedTrade
SecretsorLicensedTrademarks,regardlessofwhethersuchpatentsortrademarks
are dominant or subordinate to the Licensed Patents or Licensed Trademarks
respectively.
6.4 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS
AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY HEREBY
DISCLAIMS, ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY
KIND.EXPRESSORIMPLIED,WITHRESPECTTOTHESUBJECTMATTEROF
THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENTANDANYWARRANTYARISINGOUTOFPRIORCOURSE
OF DEALING AND USAGE OF TRADE.
7.0 INDEMNIFICATION
7.1 INDEMNITY. Licensee shall indemnify, defend and hold harmless
Licensor and its directors, officers, employees, agents and consultants (each an
"Indemnitee") from and against any and all liabilities, damages, losses, costs or
expenses(includingreasonableattorneys'andprofessionalfeesandotherexpenses
of litigation and/or arbitration) (a "Liability") resulting from or arising out of a claim,
suitorproceedingbroughtbyathirdpartyagainstanIndemniteeforpersonalinjury,
death, product liability or property damage arising out of or related to the
manufacture,use,orsale of LicensedProductswithintheLicensedFieldexceptto
the extent such claim is caused by the gross negligence or willful misconduct of
Licensor.
7.2 PROCEDURE.ForpurposesofSection7.1,theIndemniteeshallgive
promptwrittennoticetoLicenseeofanyclaims,suitsorproceedingsbythirdparties
which may give rise to any claim tor which indemnification may be required under
this Article 7. Licensee shall be entitled to assume the defense and control of any
suchclaimatitsowncostandexpense,provided,however,thattheIndemniteeshall
havethe right to be representedbyitsowncounselatitsowncostinsuchmatters.
NeitherlicenseenortheIndemniteeshallsettleordisposeofanysuchmatterinany
manner which would adversely affect the rights or interests of the other party
(Includingtheobligationtoindemnifyhereunder)withoutthepriorwrittenconsentof
the other party, which shall not be unreasonably withheld or delayed. Each party
shall reasonablycooperate with the other partyanditscounselinthecourse of the
defense of any such suit, claim or demand, such cooperation to include, without
limitation, using reasonable efforts to provide or make available documents,
information and witnesses.
8.0 TERMINATION
8.1 TERM.ThetermofthisAgreementshallcommenceupontheexecution
of this agreement by both parties and continue in full force and effect for 15 years
unlessterminatedatanearlierdateinaccordancewithSections8.2and8.3below.
8.2 TERMINATION BY LICENSEE. Licensee shall have the right, but not
the obligation, to terminate this Agreement upon the occurrence of any of the
following events:
a) Breach or default by Licensor of any representation or warranty made in
an material term or obligation pursuant to this Agreement, which breach or default
is not cured within thirty (30) days after notice thereof to Licensor, or within such
longer reasonable period of rime during which Licensor is engaged in good faith,
best efforts to cure such breach or default.
8.3TERMINATIONBYLICENSOR. Licensorshallhavetherightbutnotthe
obligation to terminate this Agreement upon the occurrence of any of the following
events:
(a) Breach or default of any material term or obligation pursuant to this
Agreement, which breach or default is not cured within thirty (30) days after notice
thereof, or within such longer reasonable period of time during which Licensee is
engaged in good faith, best efforts to cure such breach or default; or
(b) The filing by Licensee of a petition in bankruptcy or for reorganization or
for an arrangement pursuant to any bankruptcy law of the United Kingdom, and
either (i) Licensee consents to such filing, or such petition is not dismissed by
Licensee within thirty (30) days after the filing thereof.
(c) ThefilingofapetitionproposingtheadjudicationofLicenseepursuantto
anybankruptcylawsoftheUnitedKingdom,andeitherfilicenseeconsentstosuch
filingandsuchpetitionis notdismissedbyLicenseewithinthirty(30)daysafterthe
filing thereof.
8.4 EFFECT OF TERMINATION. Article 6, 7, 9 and 10 shall survive the
terminationofthisAgreement. AllotherprovisionsofthisAgreementshallbeofno
furtherforceand effect upon such expiration or termination ofthisAgreement. Itis
expressly recognized that termination pursuant to Sections 8.2 and 8.3 hereof
(herein"forcause”)doesnotreduceoreliminateanymoniesdueandpayableatthat
time. Should the Licensor terminate this License, for cause, then Licensee is
obligated to cease all business operations, including the use of the name Rampart
and will be required to return to the Licensor all materials of any nature associated
with or encompassing the licensee's activities within the Licensed Field. This will
include all financial books and records together with pending and past customer
records.
9.0 CONFIDENTIAL INFORMATION
9.1 CONFIDENTIALITY. InconnectionwiththisAgreement,thepartieswill
provide to each other Confidential information, including but not limited, to each
party'sknowhow,inventiondisclosures,proprietarymaterialsand/ortechnologies,
economic information, business or research strategies, trade secrets and material
embodiments thereof. As used herein, "Confidential Information" means any
information of a confidential or proprietary nature disclosed by a party to this
Agreement to the other party in written or oral form.
9.2 CONFIDENTIALITYANDNON-USE. Therecipientofadisclosingparty
sconfidentialinformationshallmaintainsuchConfidentialInformationinconfidence
and shall disclose such Confidential Information only to those of Its employees,
agents,consultants,subcontractors,attorneys,accountantsandotheradvisorswho
haveareasonableneedtoknowsuchConfidentialInformationandwhoarebound
by obligations of confidentiality and non-use no less restrictive than those set forth
herein.Therecipientofthedisclosingparty'sConfidentialInformationshallusesuch
ConfidentialInformationsolelytoexerciseitsrightsandperformitsobligationsunder
this Agreement including, without limitation, the right to use and disclose such
Confidential Information in regulatory applications and filings), unless otherwise
mutually agreed in writing.
The recipient of the other party’s Confidential
Information shall take the same degree of care that it uses to protect its own
confidential and proprietary information of a similar nature and importance (but in
any event no less than reasonable care).
9.3 EXCLUSIONS. Confidential information shall not include information
that:(a) isintherecipient'spossessionpriortoreceiptfromthedisclosingpartyas
demonstrated by contemporaneous documentation, (b) is or becomes, through no
faultoftherecipient,publiclyknown;(c) is furnishedtotherecipientbyathirdparty
without bleach of a duty to the disclosing party; (d) is independently developed by
the recipient without use of. application of or reference to the disclosing party's
Confidential Information as demonszated by contemporaneous documentation.
9.4 LEGAL DISCLOSURES. It shall not be a violation of this Article 9 to
discloseConfidentialInformationrequiredtohedisclosedunderapplicablelaw,but
suchdisclosureshallbeonlyforthesolepurposeofandsolelytotheextentrequired
by such law, and provided that the recipient, to the extent possible, shall give the
disclosing party prior written notice of the proposed disclosure and cooperate fully
with the disclosing party to minimize the scope of any such required disclosure, to
the extent possible and in accordance with applicable law.
9..5. TERMINATION. All obligations of confidentiality and non-use imposed
under this Article 9 shall expire three (3) years after the termination of this
Agreement.
10. MISCELLANEOUS
10.1 USE OF NAME. Licensee agrees that it shall not use the name of the
Licensorinanyadvertisingorpublicitymaterial,ormakeanyformofrepresentation
orstatementwhichwouldconstituteanexpressorimpliedendorsementbyLicensor
ofanyLicensedProduct,andthatitshallnotauthorizeotherstodoso,withoutfirst
having obtained written approval from Licensor, except as may be required by
governmental law, rule or regulation.
10.2 PRESS RELEASES. The parties may agree to issue a joint press
release upon execution of this Agreement or as promptlyas practicable thereafter.
The content of any such Joint press release will be agreed upon by both parties.
103. MARKINGREQUIREMENT.Licenseeagreestomarkthe appropriate
patent number or numbers on all Licensed Products made or Sold in accordance
withallapplicablegovernmentallaws,rulesandregulationstotheextentreasonably
possible, and to require. its Sub licensees to do the same.
10 4. GOVERNING LAW. This Agreement shall be governed by, and
construed and interpreted, in accordance with the internal laws of the Province of
BritishColumbia,Canada,withoutgivingeffecttoanychoice of lawrulethatwould
causetheapplicationofthelawsofanyjurisdictionotherthantheinternallawsofthe
Province of British Columbia to the rights and duties of the parties.
10.5 ARBITRATION. All disputes arising between the parties under this
Agreement will be settled by arbitration conducted in the English language in
accordance with the Commercial Arbitration Rules of the Canadian Arbitration
Association. The parties will cooperate witheachotherincausingthe arbitration to
be held in as efficient and expeditious a manner as practicable. Any arbitration
proceedinginstitutedunderthisAgreementwillbebroughtinamutually agreeable
neutralterritory. Anyawardrenderedbythearbitratorswillbefinalandbindingupon
thepartieshereto. Judgmentupontheawardmaybeenteredinanycourtofrecord
of competent jurisdiction. Each party will pay its own expenses of arbitration and
expenses of the arbitrators will be equally shared unless the arbitrators assess as
partoftheirawardalloranypartofthearbitrationexpenses ofoneparty(including
reasonable attorneys' fees against the other party. Each party irrevocably and
unconditionallyconsentstothejurisdictionofanysuchproceedingand waives any
objectionthatitmayhavetopersonaljurisdictionorthelayingofvenueofanysuch
proceeding.
10.6 FORCE MAJEURE. Neither party shall be held responsible for any
delay or failure in performance (with the exception of the payment of
money)hereunder to the extent caused by strikes, embargoes, unexpected
governmentrequirements,civilormilitaryauthorities,actsofGod,earthquake,orby
the public enemy or other causes reasonably beyond such party's control and
without such party's fault or negligence, provided that the affected party notify the
unaffected party as soon as reasonably possible, and resumes performance
hereunderassoonasreasonablypossiblefollowingexceptionofsuchforcemajeure
event.
10.7 INDEPENDENT CONTRACTORS. The relationship of Licensor and
LicenseeestablishedbythisAgreementisthatofindependentcontractors.Nothing
in this Agreement shall be constructed to create any other relationship between
LicensorandLicensee. Neitherpartyshallhaveanyright,powerorauthoritytobind
the other or assume, create or incur any expense, liability or obligation, express or
implied, on behalf of the other.
10.8 ASSIGNMENT. The parties agree that their rights and obligations
underthisAgreementmaynotbetransferredorassignedtoathirdpartywithoutthe
priorwrittenconsentoftheotherpartyhereto.Notwithstandingtheforegoing,aparty
may transfer or assign its rights and obligations under this agreement, without
consent,toasuccessortoallorsubstantiallyallofitsbusinessorassetsrelatingto
this Agreement, whether by sale, merger, operation of law or otherwise. Any
assignment not in conformance with this Section 10.8 shall be null and void and or
no legal effect.
10.9 NOTICES. Any notice, report, communication or consent required or
permitted by this Agreement shall be in writing and shall be sent (a) by prepaid
registered or certified mail, return receipt requested, (b) by overnight express
deliveryservicebyanationallyrecognizedcourier,or(c) viaconfirmedfacsimileor
telecopy, followed within five (5) days by a copy mailed in the preceding manner,
addressed to the other partyat the address shown below or at such other address
for which such party gives notice hereunder. Such notice will be deemed to have
been given when delivered or, if delivery is not accomplished by some fault of the
addressee, when tendered.
If to Licensor.
Rampart Reconnaissance, Inc.
c/o Dieterich & Associates
11835 West Olympic Boulevard, Suite 1235
Los Angeles, California 90064
If to Licensee
Rampart Reconnaissance, Inc.
c/o Dieterich & Associates
11835 West Olympic, Suite 1235
Los Angeles, California 90064
10.10 MODIFICATION; WAIVER. This Agreement may not be altered,
amended or modified in any way except by a writing signed by both parties. The
failure of a party to enforce any rights or provisions of the Agreement shall not be
construed to be a waiver of such rights or provisions, or a waiver by such party to
thereafter enforce such rights or provision or any other rights or provisions
hereunder No waiver shall he effective unless made in writing and signed by the
waiving party.
10.11 SEVERABILITY. IfanyprovisionofthisAgreementshallbefoundby
a court to be void, invalid or unenforceable, the same shall be reformed to comply
with applicable laws.
IN WITNESS WHEREOF, Licensor and Licensee have caused this
Agreement to be executed by their respective duly authorized representatives the
day and year first above written.
/s/ Kenneth Swaisland
Rampart Defense, Inc.
/s/ Kenneth Swaisland
Rampart Reconnaisance, Inc.
Schedule A
Thetechnologysuiteincorporatedunderthe"Jun26th,2010Amended"assignment
agreement encompasses the root EMRAC electromagnetic field (EMF) vector
gradiometermethodandapparatusasdisclosedinapendingUSpatentapplication
and all copyrighted firmware and software associated therewith.
It further includes all derivative applications of the root EMRAC technology for the
sensing, detection, analysis and classification of very low-power and very low-
frequency electromagnetic radiation from artificial sources such as gas-discharge
luminaries,electricmotorsanddrives,transformersandchokesandthelike,aswell
as those from spark-ignition internal combustion engines, improvised explosive
device triggers, and biophysical sources such as cardiac EC emissions.
The assignment agreement also encompasses further applicable technology and
proprietary signal processing techniques resulting from ongoing research being
conducted in the areas of magnetostatic, magnetodynamic and electrostatic and
electrodynamicanomalydetection/NDTfortheminingsectorsuchashydrocarbon
resonance imaging/ geophysical survey, and for other industry sectors such as
railroad / crane rail inspection, ship hull inspection, airframe inspection, bridge /
building reinforcing steel inspection, hist / tram / bridge / conveyor belt wire rope
inspection,rubbertiresteelbeltinginspection,surface/subsurfaceandsubmerged
metal object detection, and biomedical fields (MEG imaging) and the subsequent
patent applications that may be filed thereon.
The assignment agreement further includes applicable technology and proprietary
signal processing techniques resulting from specific research into the detection of
reflectedsignalsfromexplosivethreatsviatheuseofartificialelectromagnetic(EM)
field and/or electrostatic (ES) field illumination and stimulation, including USPTO
applicationnumber81/331,696andanysubsequentpatentapplicationsthatmaybe
filed thereon.
FOR INTERNAL USE ONLY
Re: Rampart Detection Systems Technology Status
RAMPART TECHNOLOGY SUITE
1.) Velocity compensated deferential electromagnetic sensor (linear line source &
sensor) for electrodynamic anomaly detection at short standoff distances (<6');
2.) Pulsed differential electrostatic sensor (linear line source & sensor) for
electrodynamic anomaly detection at short standoff distances (<6');
3.) RDS Gen. III miniature electromagnetometer / differential gradiometer for the
sensing of weak low-frequency electromagnetic radiation / emissions;
4.) Intelligent pulsed electromagnetometer exciter module (point source) for
near-field conductive surface stimulus;
5.) intelligent high-voltage gradient inducing exciter module (point source);
6.) Intelligent auto-biasing / balancing free-floating electrostatic gradiometer (point
sensor);
7.) Several RDS proprietary high-speed and high-resolution (24 bits) analog to
digital data acquisition front end modules/systems (including, WiFi, Ethernet end
optical communications links);
8.) Several RDS proprietary signal processing applications / suites (filtering,
correlation, extraction, analysis & classification), software developed in C++,
Dynamic C, Visual C++ and Labview etc.;
9.) Electrodynamic crimping technology for emergency electrodynamic capping of
oil and gas pipes and wells utilizing enhanced zeta and theta pinch effects for
annular wellbore / wellpipe closure;
APPLICATIONS
The above technologies and techniques can be combined to provide for the
following various Industry applications (development time frames range from 3 to
4 months per):
1.) EMRAC (Electromagnetic Radiation Analyzer & Classifier) system for the
detection of illicit power usage/consumption, as well as the detection of marijuana
grow operations, methamphetamine production labs, and DVD/CD counterfeiting
operations, 3+7+8;( in production )
2.) Ground based mobile precious/base metal survey system, 3+4+5+6+7+8;
3.) Ground-based vehicle mounted mobile roadway / roadside IED detection
system, 3+4+5+6+7+8;
4.) Portal-based person-borne IED (PBIED) detection system, 5+6+7+8:
5.) Portal-based person-borne contraband detection system, 5+6+7+8;
6.) Wide-area person-borne IED (PBIED) and luggage concealed IED and
contraband detection system, 5+6+7+8;
7.) Intelligent Field mill, for atmospheric and earthquake/volcano electric field
research, 6+7+8;
8.) Inspection system for steel-cord reenforced conveyer belting, 1+2+7+8;
9.) Inspection system for bridge/overpass/foundation concrete reenforcing steel,
1+2+7+8;
10.) Inspection system for elevator/hoist wire ropes, 1-p2+7+8,
11.) Inspection system for ship hull weld seams, 1+2+7+8;
12.) Inspection systern for airframes, 1+2+7+8;
13.) Inspection system for all tanks. 1+2+7+8;
14.) Inspection system for steel-cord radial tires, 1+2+7+8;
15.) High-speed inspection system for steel railroad rails, 1+2+7+8;
16.) Dielectric 3D gradiometer/Imaging system for human X-ray pre-screening,
5+6+7+8:
17.) Human heartbeat sensing system for the detection of the presence of Live
humans in disaster/rescue and hostage situations, 3+7+8;
18.) Dielectric gradiometer/Imaging system for crop growth stress evaluation,
5+6+7+8.
19.) Emergency prevention of run-away oil and gas pipeline leaks, 9
Schedule B
The License Field:
The exclusive application of the Licensed Product and Improvements for Military
use in the United States of America and non-exclusive use in Territories in which
the United States of America has military operations.
