LICENSE AGREEMENT
THIS AGREEMENT is made this 16th day of February, 1999, between TECHNOLOGY
RESEARCH CORPORATION, a corporation organized under the laws of the State of
Florida, United States of America (herein "TRC"), having its registered office
at: 5250 140th Avenue North, Clearwater, Florida 34620, and WINDMERE-DURABLE
HOLDINGS INC. AND ITS SUBSIDIARIES (hereinafter "WINDMERE") a corporation
organized under the laws of the State of Florida, United States of America, and
having its principal office at: 5980 Miami Lakes Drive, Miami Lakes, Florida
33014.
WITNESSETH THAT: WHEREAS, TRC has developed expertise in technology used in a
line cord product offering ground fault protection and fire prevention features
( "FIRESHIELD") and is the proprietor of such expertise and technology ("TRC
Technology") as defined in Exhibit "A" hereto.
WHEREAS, TRC desires to extend to WINDMERE certain rights to manufacture, have
manufactured, use and sell products ("Licensed Products") using the TRC
Technology.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein and for other good and valuable consideration, the parties hereto agree
as follows:
1. Recitals
The above recitals are true and correct and are incorporated herein by
reference.
2. Grant and Scope of License
TRC grants WINDMERE a non-exclusive world-wide license subject to the terms and
conditions of this Agreement for the use of the TRC Technology to manufacture,
have manufactured, use and sell Licensed Products during the term of this
Agreement and provided that WINDMERE is not in default hereunder.
3. Term
This Agreement shall be valid for the term of 10 years, subject to termination
as provided herein.
4. Royalties for License
WINDMERE shall pay TRC the amount equal to:
1. Ten Cents $0.10 per unit manufactured for use on WINDMERE products.
2. Twenty Cents $0.20 per unit manufactured and sold by WINDMERE to other
OEM accounts
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5. Royalty Payments
1. 21 days following the end of each calendar quarter, WINDMERE will make
the royalty payments provided for herein. Payment shall be made to a
bank or other institution as shall be designated by TRC.
2. WINDMERE will keep at its office at 5980 Miami Lakes Drive, Miami Lakes,
Florida 33014, a true and accurate account of all products which are the
subject of this Agreement. Such records will show the total number of
products manufactured, whether any such products have been disposed of
other than by sale, and the number and manner of their disposition.
This list shall include shipments to any other company or affiliate
whether or not a normal invoice was prepared. TRC shall have and is
hereby given right of access itself or through an authorized
representative to those books of WINDMERE related to these transactions
which are the subject of this Agreement for the purpose of verifying
statements received by it, such access to be at reasonable business
hours, upon 48 hours prior notice, and at TRC's expense.
6. Support and Assistance
TRC will provide WINDMERE all detailed technical information concerning the
manufacture of "FIRESHIELD" utilizing the technology set forth in Exhibit "A"
which is available to it, or of which it is otherwise aware, with the exception
of the internal construction of integrated circuit Part No. 10020. TRC shall
provide WINDMERE with basic operating parameters of integrated circuit Part
No. 10020.
7. Manufacturing and Inspection Standards
Products manufactured by WINDMERE pursuant to this Agreement must meet all TRC
manufacturing and inspection standards as reasonably specified from time to
time. TRC shall have the right of access to WINDMERE manufacturing facilities
and relevant records at all times during normal business hours 9 am-5 p.m.
Monday to Friday to assure compliance with such standards.
8. Confidentiality
WINDMERE will use its best endeavors during the terms of this Agreement so that
WINDMERE or its employees will not disclose any trade secrets, confidential
information or data, processes or methods of production of same or any know-how
with respect thereto obtained from TRC pursuant to this Agreement to any third
party without prior written authorization of TRC, except where necessary in the
course of normal commercial practices. Such documents shall be clearly marked
as confidential and/or proprietary. All confidential information that is
orally disclosed shall be reduced to writing within 30 days after such
disclosure. WINDMERE'S obligation to maintain TRC's confidential information
in confidence shall not extend to any confidential information that is:
(1) known to WINDMERE or in the public domain prior to receipt of same by
WINDMERE; (2) subsequently becomes known by reason or acts of others other than
WINDMERE; or (3) subsequently becomes available to WINDMERE as a matter of
right from another source on a non-confidential basis.
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9. Improvements
In the event that TRC or WINDMERE develop improvements to products or
technology which are the subject of this Agreement, whether patented or not,
the developing party shall make such improvements available to the other party
for no additional royalty.
10. Disclosure of Relationship
TRC has the right, without the prior approval of WINDMERE, to announce that
WINDMERE is utilizing the TRC Technology in production of the Licensed Products
which are the subject of this Agreement.
11. Termination of the Agreement
1. TRC shall have the right to terminate this Agreement upon the
occurrence of any of the following events:
a. WINDMERE's failure to pay royalties as and when due, where such
failure is not remedied within 30 days of WINDMERE's receipt of
written notice from TRC thereof.
b...WINDMERE's breach of or failure to perform any other material
obligation under this Agreement where such failure is not remedied
within 60 days of WINDMERE's receipt of written notice from TRC
thereof.
c. If any petition and bankruptcy is filed by or against WINDMERE or
if any other right or remedy sought by or against under any
bankruptcy or insolvency laws.
2. Upon the termination of this Agreement, all unpaid royalties shall
become due and payable immediately.
3. Upon the termination of this Agreement, WINDMERE shall return to TRC
any and all parts, pieces, drawings and/or technical information which
it obtained from TRC in connection with this Agreement.
4. Termination under this provision shall become effective thirty (30)
days after receipt of written notice.
12. Rights of Termination
WINDMERE shall have the right to terminate this Agreement upon the occurrence
of:
1. In the event of any material failure by TRC to comply with its
obligations hereunder, TRC will be required to modify the amount of
royalties payable pursuant to the Agreement (past and future) to
adequately account for such breach or violation by TRC that is not
corrected within 60 days of TRC's receipt of written notice from
WINDMERE.
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2. Any suit being successfully brought against either or both of WINDMERE
or TRC by any third party for infringement of any intellectual
property right licensed pursuant to this Agreement, unless such
situations are resolved to mutual satisfaction.
3. Any of the intellectual property rights licensed pursuant to this
Agreement being held to be infringing the rights of any third party,
or otherwise being invalid unless such situations are resolved to
mutual satisfaction.
4. Termination under this provision shall become effective 30 days after
receipt of written notice.
13. Assignments of Rights
WINDMERE may not assign or transfer in any manner, including to any successor
or assigns, the rights benefits, or obligations it has under this Agreement
without the express written permission of TRC, which should not unreasonably
be withheld.
14. Product Liability
1. WINDMERE shall indemnify and hold TRC harmless from and against any
and all actions, claims or demands alleging any liability whatsoever
arising out of the manufacture and sale of products subject to this
Agreement, including, but not limited to, defects in materials and
workmanship.
2. TRC shall indemnify and hold WINDMERE harmless from and against any
liability arising from any actions, claims, or demands commenced or
made by any third parties alleging infringement of any technology,
patent, or other intellectual property right licensed by TRC pursuant
to this Agreement, or from any material defect arising from the
product design, or from any defect in materials or workmanship of any
parts that are supplied by TRC.
15. Notices and Consents
Any notice, certification or consent required under this Agreement shall not be
deemed given to a party unless it is in writing and mailed by registered post,
such notice shall be deemed to be received five (5) days after posting,
delivered to such party at the address specified in the preamble to this
Agreement or sent by telex or facsimile to such party.
Notice provided under this Agreement shall be given to:
If to TRC: Technology Research Corporation
5250 140th Avenue North
Clearwater, FL 33760
Attn: Raymond Legatti
If to Windmere: Windmere-Durable Holdings, Inc.
5980 Miami Lakes Dr.
Miami Lakes, FL 33014
Attn: David A. Goldenberg, Esq.
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16. Modifications and Waivers
This instrument constitutes the sole Agreement between and the parties with
respect to the subject matter hereof, supersedes all prior Agreements, oral or
written and is enforceable in accordance with its terms and is binding upon the
successors and assigns hereof. Neither this Agreement nor any provision hereof
may be modified, waived, discharged, or terminated except by a writing signed
by the parties hereto. Any waiver or any provision or requirement of this
Agreement shall be valid only in the instance for which given, shall not be
deemed continuing and shall not constitute a waiver of any other provision
hereof.
17. Severability
If any provision of this Agreement is found to be invalid, the remainder of
this Agreement shall be valid and not affected thereby.
18. Governing Law
This Agreement shall be governed and construed under the laws of the State of
Florida.
19. Annual Meetings
Annual Meetings will be arranged between the principals of WINDMERE and TRC,
the first to take place within twelve (12) months of the day of this Agreement
and subsequently to be held within twelve (12) months of the previous meeting.
20. Captions
The captions of the paragraphs hereof have no effect in interpreting this
Agreement
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date first written above.
TECHNOLOGY RESEARCH CORPORATION, a corporation organized under the laws of the
State of Florida
By: /s/ Raymond Legatti
Raymond Legatti, President
WINDMERE-DURABLE HOLDINGS, INC., a corporation organized under the laws of the
State of Florida.
By: /s/ Arnold Thaler
Arnold Thaler, Director
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EXHIBIT A
TRC Technology
Under the terms and conditions of this Agreement it is recognized that TRC
possesses experience and know-how relating to the technology in Design and
Manufacture of "FIRESHIELD" products designed by TRC, and is the owner of
UNITED STATES PATENT 4,931,894
The aforementioned experience and know how includes but are not restricted
to: Patents, manufacturing procedures, test criteria, schematics, design and
support documentation, to facilitate manufacture of "FIRESHIELD" products.
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