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EXHIBIT 10.9
Confidential Treatment. The portions of this exhibit that have been replaced
with "[*****]" have been filed separately with the Securities and Exchange
Commission and are the subject of an application for confidential treatment.
PATENT LICENSE AGREEMENT
ERICSSON INC. and CENTURION INTERNATIONAL, INC.
This AGREEMENT is made by and between Ericsson Inc., a corporation
of Delaware, which has a place of business at Mountain View Road, Lynchburg, VA
24502 (hereinafter referred to as "ERICSSON"), and Centurion International,
Inc. which has a place of business at 3425 North 44th Street, Lincoln, NE 68504
(hereinafter referred to as "LICENSEE").
WHEREAS, ERICSSON represents that it is the owner of the LICENSED
PATENT (as defined in Article I hereof) and has the right to grant licenses
thereunder, and
WHEREAS, LICENSEE desires to obtain from ERICSSON a non-exclusive,
royalty-bearing license under the LICENSE PATENT to make, use and sell or
otherwise dispose of, PRODUCTS as defined hereinafter, and
WHEREAS, ERICSSON is willing to grant the same on the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants of this AGREEMENT, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
For purposes of this Agreement:
1.1 "LICENSED PATENTS" means:
(a) United States Patent No. 4,709,201 issued to Schaefer on
November 24, 1987 for "PORTABLE RADIO BATTERY PACK WITH
ON-OFF SWITCH"; and
(b) United States Patent No. Des. 320,379 issued to
Cullbertson on October 1, 1991 for "BATTERY FOR A PORTABLE
RADIO"; and
(c) United States Patent No. Des. 320,974 issued to
Cullbertson on October 22, 1991 for "BATTERY FOR A
PORTABLE RADIO"; and
(d) United States Patent No. Des. 301,228 issued to
Cullbertson on May 23, 1989 for "BATTERY FOR A PORTABLE
RADIO"; and
(e) United States Patent No. Des. 300,132 issued to
Cullbertson on March 7, 1989 for "BATTERY FOR A PORTABLE
RADIO"; and
(f) United States Patent No. Des. 310,813 issued to
Cullbertson on September 25, 1990 for "BATTERY FOR A
PORTABLE RADIO";
which are assigned to Ericsson Inc.; and any reissues, divisions,
extensions, continuations or foreign equivalents thereof.
1.2 "PRODUCT(S)" means any item or components thereof, made, used or
sold by LICENSEE, and covered by any claim of the LICENSED PATENTS
during the
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respective terms thereof including any products which employ or
practice the METHODS.
1.3 "METHOD" or "METHODS" means any process or techniques practiced by
LICENSEE or LICENSEE'S customers, and covered by any claim of the
LICENSED PATENTS during the respective terms thereof.
1.4 "IMPROVEMENTS" means any modification upon PRODUCTS or METHODS
including any invention made during the life of this AGREEMENT, and
any part, or a combination of parts, or a method of using of
manufacturing either of the foregoing.
1.5 "Sell" or "sold" or "selling" or "sale" or any similar word used in
this AGREEMENT includes the expression "otherwise disposed of" and
means the delivery of PRODUCTS by LICENSEE to others regardless of
the basis for compensation, if any, including lease, rent or similar
transaction, whether as an individual item or as a component or
constituent of other products; and the putting into use of PRODUCTS
by LICENSEE for any purpose other than routine testing thereof.
1.6 "TECHNICAL INFORMATION" means technical information relating to a
portable radio battery pack with an on-off switch, related devices
and protocols including, but not limited to: Inventions; know-how;
drawings; plans; product, process and equipment specifications;
operation and control instructions; and software.
1.7 "TECHNICAL INFORMATION of ERICSSON" means TECHNICAL INFORMATION to
the extent developed for or by ERICSSON, and which ERICSSON has the
right to provide without payment of compensation to others.
1.8 "TECHNICAL INFORMATION of LICENSEE" means all TECHNICAL INFORMATION
of LICENSEE relating to METHODS and PRODUCTS invented, designed,
developed, manufactured, or used for or in the manufacture or use of
PRODUCTS to the extent available to and developed by or for LICENSEE
during the life of this AGREEMENT, and which LICENSEE has the right
to provide without payment of compensation to others.
ARTICLE II
LICENSES AND RELEASES
2.1 ERICSSON hereby grants and agrees to grant to LICENSEE and LICENSEE
hereby accepts a nonassignable, non-exclusive, royalty bearing
license under the LICENSED PATENTS to make, have made, use, and
sell, PRODUCTS throughout the world provided, however, that LICENSEE
shall have no right under the license granted in this Section 2.1 to
sell any PRODUCTS which are Factory Mutual certified or CSA A+B
certified. Unless sooner terminated in accordance with the
provisions of this AGREEMENT, such grant shall continue until
expiration of LICENSED PATENTS, or any reissue, extension,
divisional or continuations thereof.
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2.2 As part consideration for the licenses granted in 2.1, LICENSEE
hereby grants and agrees to grant to ERICSSON and its parent and
subsidiaries a non-exclusive, royalty-free irrevocable license to
make, have made, use and sell throughout the world said developments
or IMPROVEMENTS relating to METHODS and PRODUCTS and all patents of
all countries covering such IMPROVEMENTS.
2.3 The licenses granted by ERICSSON to LICENSEE under this Article II
do not include any right to sublicense others.
2.4 No rights are granted or implied by this AGREEMENT under any United
States patents for any purpose whatsoever, except those specifically
granted under the foregoing provisions of this ARTICLE II, and no
rights are granted or implied by this AGREEMENT under any patent of
any foreign country except as otherwise provided in this ARTICLE II.
2.5 Nothing contained in this AGREEMENT shall be construed as creating a
joint venture, partnership or similar arrangement between the
parties.
2.6 Nothing contained in this AGREEMENT shall be construed as preventing
or restricting either party from manufacturing, using, or selling
any product in any country or territory, it being understood,
however, that no rights under any patents or information are granted
hereunder, either expressly or by implication, for any purpose
whatsoever, except those specifically granted under the foregoing
provisions of this ARTICLE II.
ARTICLE III
ROYALTIES, PAYMENTS, AND REPORTS
3.1 LICENSEE agrees to pay royalties at the rate provided for in
Paragraph 3.5 on all PRODUCTS; provided, however, that the
obligation to pay the royalties due on the LICENSED PATENT shall
terminate as to the LICENSED PATENT on the date of an "irrevocable
judgment," as defined in ARTICLE X, if all claims of the LICENSED
PATENT which apply to the PRODUCT or METHOD are found invalid or
unenforceable, except that the royalties accrued thereunder, but not
paid prior to such date of irrevocable judgment, shall be payable
with the next report submitted by LICENSEE under the provisions of
Paragraph 3.4.
3.2 Under this AGREEMENT, PRODUCTS shall be considered sold when billed
out or otherwise disposed of, except that, upon the expiration of
the LICENSED PATENT or upon any termination of this AGREEMENT as set
out in ARTICLE VI hereof, all PRODUCTS made on or prior to the date
of such expiration or termination which have not been billed out or
otherwise disposed of prior thereto shall be considered as sold and
therefore subject to royalty payment under Paragraph 3.5.
3.3 If PRODUCTS are sold in a non-arm's length transaction or without
compensation therefor in money, the "selling price," for the purpose
of calculating the compensation to be paid under Paragraph 3.1 for
such sales, shall not be less than the LICENSEE's selling
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price at which such PRODUCTS have been or currently are or would be
sold in arm's length transactions in the ordinary course of
business.
3.4 LICENSEE agrees to make written reports to ERICSSON within thirty
(30) days after each calendar quarter during the life of this
AGREEMENT, stating in each such report the number of PRODUCTS sold,
the identification of each PRODUCT sold by LICENSEE during the
preceding three (3) calendar months and the royalty then due and
payable under Paragraph 3.5. This report shall be submitted even if
no sales were made during the current reporting period. The first
such report shall not be due until the first quarter after the
effective date of this AGREEMENT and shall include all PRODUCTS sold
during the period between the effective date of this AGREEMENT and
the first quarter. The obligation to make these reports shall
terminate as of the date of expiration of the last to expire of the
LICENSED PATENTS or the date of an irrevocable judgment as defined
in Article X, except as to PRODUCTS sold thereunder, but not
reported prior to such date of expiration or irrevocable judgment.
3.5 Concurrently with the making of each such report required under
Paragraph 3.4, LICENSEE agrees to pay royalties to ERICSSON on
PRODUCTS included therein at the rate of $[*****] per PRODUCT sold
for the license under Paragraph 2.1.
3.6 All payments to be made by LICENSEE under Paragraph 3.5 shall be
considered due with the reports under Paragraph 3.4. In the event
that any payment of royalties due from LICENSEE under this AGREEMENT
is for any reason not paid when due and becomes overdue beyond the
due date thereof. LICENSEE shall pay to ERICSSON interest on such
overdue payment during a period commencing from such due date until
the date that such overdue payment is actually made to ERICSSON, the
rate of interest being equal to three percent (3%) above the highest
commercial prime rate of the First National City Bank, 55 Wall
Street, New York City, New York, in effect on the date the payment
first became due.
3.7 In order to ensure to the LICENSOR the full royalty payments
contemplated hereunder, the LICENSEE agrees that, in the event any
PRODUCTS shall be sold (1) to a corporation, firm, or association
which, or individual who, shall own a controlling interest in the
LICENSEE by stock ownership or otherwise, or (2) to a corporation,
firm, or association in which the LICENSEE or stockholders of the
LICENSEE, or any subsidiary company of the LICENSEE shall own,
directly or indirectly, a controlling interest by stock ownership or
otherwise, or (3) to a corporation, firm, or association with which,
or individual with whom the LICENSEE or its stockholders or
subsidiary companies shall have any agreement, understanding, or
arrangement (such as, among other things, an option to purchase
stock, or an arrangement involving a division of profits or special
rebates or allowances) without which agreement, understanding, or
arrangement, prices paid by such corporation, firm, association, or
individual for the PRODUCTS would be higher than the net selling
price reported by the LICENSEE, or if such agreement, understanding,
or arrangement results in extending to such corporation, firm,
association, or individual lower prices for PRODUCTS than those
charged to outside concerns buying similar merchandise in similar
amounts and under similar
****[CONFIDENTIAL]
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conditions, then, and in any of such events, the royalties to be
paid hereunder in respect of such PRODUCTS shall be based upon the
price at which the purchaser of PRODUCTS so sold resells such
PRODUCTS, rather than upon the selling price of the LICENSEE;
provided, however, that the LICENSEE shall not be obligated under
the foregoing to pay a royalty based upon selling prices in excess
of the standard price at which it or any of the organizations or
individuals associated with it as specified in this section shall
sell such PRODUCTS to any wholly independent jobber or distributor.
ARTICLE IV
DISCLAIMER OF RESPONSIBILITIES
4.1 For the purposes of this ARTICLE IV the term "ERICSSON" includes
ERICSSON, its parent and its subsidiary and affiliated companies (as
presently or hereafter constituted) and each of them and their
directors, officers, agents and employees.
4.2 ERICSSON makes no express warranty or representation, and no
warranty shall by implied, and ERICSSON assumes no responsibility or
obligation toward LICENSEE regarding the following:
a. Freedom of PRODUCTS, METHODS, or goods or services of
whatsoever kind from infringement of any proprietary rights,
including patents, of third parties.
b. The performance, design, operability, safety, functional
effectiveness or marketability of PRODUCTS or any product
manufactured or service provided by LICENSEE.
c. The adequacy, accuracy, interpretation or usefulness of any
TECHNICAL INFORMATION of ERICSSON furnished to or obtained by
other means by LICENSEE.
4.3 THE TECHNICAL INFORMATION AND LICENSES PROVIDED UNDER THIS AGREEMENT
ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT
LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR AGAINST INFRINGEMENT.
4.4 ERICSSON shall not be liable, either directly or as an indemnitor:
a. For any liabilities, demands, expenses or damages, including
special or consequential damages, incurred by LICENSEE; or
b. For any claim of recourse on account of claims against LICENSEE
made by third parties, or for defending LICENSEE against such
claims arising out of or resulting from the manufacture, use,
or sale of PRODUCTS or any products or services by LICENSEE;
c. LICENSEE agrees to hold ERICSSON harmless from and indemnify
ERICSSON against any and all liabilities, demands, expenses or
damages arising out of or resulting from any claims brought by
anyone not a party to this AGREEMENT in connection with the use
of ERICSSON TECHNICAL INFORMATION or other information
furnished by ERICSSON or in the manufacture, use, or sale of
PRODUCTS or any products or services by LICENSEE.
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4.5 As used herein "damages" include loss, injury, damage or loss of
use, as well as "special or consequential damages" which include
damages for loss of anticipated profits, loss of or loss of use of
revenue, losses by reason of plaint shutdown or slowdown, cost of
capital, claims of customers, or other similar claims. The
provisions of this ARTICLE IV relating to limitation of or
protection against liability shall apply regardless of fault (of
whatever degree) and to the full extent permitted by law.
4.6 Nothing in this AGREEMENT shall be construed as an obligation on the
part of ERICSSON to bring or prosecute actions or suits against
third parties for infringement of any of the LICENSED PATENTS.
Licensee agrees to notify ERICSSON of any potential or actual
infringement by a third party of any of the Licensed Patents, and
shall provide ERICSSON with available evidence of such infringement.
ARTICLE V
KEEPING OF RECORDS
During the term of this AGREEMENT and for one year thereafter,
LICENSEE agrees to keep records showing the sale of PRODUCTS in sufficient
detail to enable the amount of royalty to be paid by LICENSEE under Paragraph
3.5 hereof to be determined, and further agrees to permit its requisite books
and records to be examined from time to time to the extent necessary to verify
the reports provided for in Paragraph 3.4 hereof, such examination to be made
at the expense of ERICSSON by an auditor appointed by ERICSSON who shall be
acceptable to LICENSEE, or at the option and sole expense of LICENSEE by an
independent certified public accountant appointed by ERICSSON. Not more than
one audit shall be required of LICENSEE within any calendar year.
ARTICLE VI
TERM AND TERMINATION
6.1 This AGREEMENT shall be effective as of the date of the last
signature at the end hereof.
6.2 If LICENSEE shall at any time commit any breach of any covenant or
agreement herein contained, and shall fail to remedy any such
default or breach within thirty (30) days after written notice
thereof by ERICSSON, ERICSSON may, at its option, terminate this
AGREEMENT and the license granted herein by notice in writing to
such effect. Upon the AGREEMENT being terminated due to LICENSEE's
breach, LICENSEE shall be liable to reimburse ERICSSON for all costs
and expenses ERICSSON incurs as a result of any action brought with
respect to such breach of the AGREEMENT.
6.3 Unless previously terminated in accordance with the provisions of
this ARTICLE VI, this AGREEMENT shall run for a period of three (3)
years from the Effective Date of this
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AGREEMENT. If prior to expiration, LICENSEE gives ERICSSON timely
written notice of its desire to renew this AGREEMENT, ERICSSON
agrees to negotiate a renewal with LICENSEE in good faith and on
reasonable terms.
6.4 LICENSEE shall have the right to terminate the licenses granted
herein under the LICENSED PATENT and TECHNICAL INFORMATION of
ERICSSON by written notice to ERICSSON at least thirty (30) days
prior to the date such termination is to take effect, but the other
rights granted herein to ERICSSON shall remain in full force and
effect.
6.5 In case of the happening of any of the following events this
AGREEMENT shall automatically terminate effective immediately:
a. LICENSEE shall:
(i) Apply for consent to the appointment of a receiver or
trustee of LICENSEE or any of its properties or
assets;
(ii) Make a general assignment for the benefit of
creditors;
(iii) Be adjudicated as bankrupt or insolvent; or
(iv) File a voluntary petition in bankruptcy or a petition
or an answer seeking reorganization or an arrangement
with creditors or to take advantage of any
bankruptcy, reorganization, insolvency, readjustment
of debt, dissolution or liquidation law or statute,
or an answer admitting the material allegation or a
petition filed against it in any proceeding under any
such law, or if an affirmative vote shall be taken by
the shareholders of LICENSEE for the purpose of
effecting any of the foregoing:
b. The shareholders of the LICENSEE resolve to discuss and
liquidate LICENSEE; or
c. An order, judgment or decree shall be entered, without the
application, approval or consent of LICENSEE by any court of
competent jurisdiction, approving a petition seeking
reorganization of LICENSEE or of all or a substantial part of
the properties or assets thereof, or appointing a receive,
trustee or liquidator thereof and such order, judgment or
decree shall continue unstayed and in effect for a period of
sixty (60) days.
6.6 Any termination of this AGREEMENT hereunder shall not relieve
LICENSEE from its obligations under ARTICLE III hereof to make a
terminal report or from its liability for payment of royalties on
PRODUCTS sold hereunder prior to the date of such termination, and
shall not prejudice the right of ERICSSON to recover any royalty or
interest due or accrued at the time of such termination and shall
not prejudice any cause of action or claim of ERICSSON accrued or to
accrue on account of any breach or default by LICENSEE in accordance
with the provisions of ARTICLE V hereof.
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6.7 Any termination of this AGREEMENT hereunder shall not prejudice the
right of ERICSSON to conduct a final audit of the books and records
of LICENSEE in accordance with the provisions of ARTICLE V hereof.
6.8 In case royalties paid do not aggregate a minimum of [*****] by the
year ending December 31, 2000, the LICENSOR may at its option
terminate this AGREEMENT and the license granted to LICENSEE by
thirty (30) days notice in writing to the LICENSEE, unless the
LICENSEE shall within thirty (30) days from receipt of such notice
pay the LICENSOR such additional sum as may be necessary to bring the
aggregate payment up to the specified minimum.
6.9 The following shall survive any termination of this Agreement:
Articles IV and VIII.
ARTICLE VII
TRANSFERABILITY OF RIGHTS AND LICENSES
7.1 The obligations of LICENSEE hereunder, including the Obligations to
make reports and pay royalties, shall run in favor of the
successors, assigns, or other legal representatives of ERICSSON.
7.2 LICENSEE's rights under this AGREEMENT and the license herein
granted shall pass to any assigns for the benefit of the creditors
of LICENSEE and to any receiver of its assets, or to any person or
corporation succeeding to its entire business and good will in
PRODUCTS as the result of sale, consolidation, reorganization, or
otherwise; provided any such assignee, receiver, person or
corporation shall, without delay, accept in writing the provisions
of this AGREEMENT and agree to become in all respects bound thereby
in the place and stead of LICENSEE; but shall not otherwise be
transferred without the written consent of ERICSSON.
ARTICLE VIII
CONFIDENTIALITY
8.1 All TECHNICAL INFORMATION which is provided by either party
hereunder shall be and remain the property of the Disclosing Party,
and the Receiving Party hereby agrees to maintain such TECHNICAL
INFORMATION confidential for a period of ten (10) years from the
date of receipt. TECHNICAL INFORMATION shall include information
disclosed to the Receiving Party hereunder, whether disclosed
orally, visually or in writing.
8.2 The Receiving Party shall take reasonable steps to protect in
confidence such TECHNICAL INFORMATION and shall disclose such
TECHNICAL INFORMATION only to those of its employees who have a
"need to know" such information in order to perform the purposes of
this AGREEMENT. As a minimum, the Receiving Party will use the same
degree of care as it uses to protect its own information of a
similar nature,
****[CONFIDENTIAL]
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but no less than reasonable care, to prevent disclosure of the
TECHNICAL INFORMATION to others.
8.3 The TECHNICAL INFORMATION shall be used solely for the purposes
stated in this AGREEMENT. No other use, disclosure or copying of
TECHNICAL INFORMATION is authorized without prior written consent of
the Disclosing Party. All TECHNICAL INFORMATION submitted to the
U.S. Government with such prior consent must bear an appropriate
limited or restricted rights legend, such as contained in DOD FAR
Supplement 52.227-7013.
8.4 The obligations of confidentiality with respect to TECHNICAL
INFORMATION as set forth in this AGREEMENT, are not applicable if
the same or similar information:
(a) as shown by written records, was known or available to the
receiving Party prior to receipt from the Disclosing
Party; or
(b) becomes known or available to the Receiving Party from a
third Party having the right to disclose such
information; or
(c) as shown by written records is independently developed by
the Receiving Party, or
(d) is or becomes part of the general public knowledge or
literature otherwise than as a consequence of breach of
obligations under this AGREEMENT; or
(e) is provided by the Disclosing Party to a third party,
except the Government of the U.S., without restrictions as
to disclosure or use of the kind provided for by this
AGREEMENT, or
(f) is disclosed pursuant to judicial action and no suitable
protective order, or equivalent is available.
ARTICLE IX
NOTICES
Any reports, payment, disclosures or notices required by LICENSEE in
this AGREEMENT shall be given in writing and shall be effective when either (1)
served by personal delivery or (2) deposited, postage prepaid in the United
States Registered or Certified Mails addressed to tho parties respectively at
the following addresses:
If to ERICSSON:
Ericsson Inc.
Mountain View Road
Lynchburg, Virginia 24502
Attn: Manager, General Accounting
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With copies of all documentation to:
Ericsson Inc.
Mountain View Road
Lynchburg, VA 24502
Attn: Manager, Strategic Product Alliances
Tel: (804) 592-7308
Fax: (804) 592-6387
If to LICENSEE
Centurion International, Inc.
3425 North 44"Street
Lincoln, NE 68504
Attn: Mark Cockson
Tel: (402) 474-1344
Fax: (402) 465-1485
or to such other address or addresses as ERICSSON or LICENSEE, respectively,
may later designate by written notice to the other.
ARTICLE X
JUDGMENTS
If, in any proceeding in which the validity or infringement of any
claim of the LICENSED PATENTS is in issue, a judgment or decree is entered
which becomes not further reviewable through the exhaustion of all permissible
applications for rehearing or review by a superior tribunal, or through the
expiration of the time permitted for such applications (hereinabove and
hereinafter referred to as "Irrevocable judgment"), the construction placed
upon any such claim by any such Irrevocable judgment shall be thereafter below
not only as to such claim but as to all claims to which such construction
applies, with respect to acts occurring thereafter, and, if such irrevocable
judgment holds ant claim invalid, LICENSEE shall be relieved thereafter from
including in its reports hereunder PRODUCTS sold thereafter where there is
royalty liability only by reason of such claim or any other claim in which such
irrevocable judgment is applicable, and from the performance of those other
acts which may be required by this AGREEMENT only because of any such claim;
provided, however, that if there are two or more conflicting irrevocable
judgments with respect to the same claim, the decision of the higher tribunal
shall be followed thereafter, but if the tribunals be of equal dignity, then
the decision more favorable to the claim shall be followed until the less
favorable decision has been followed by the irrevocable judgment of another
tribunal of at least equal dignity.
ARTICLE XI
MISCELLANEOUS PROVISIONS
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11.1 Any failure by either Party to enforce any of the provisions of this
AGREEMENT or to require at any time performance by the other party
of any of the provisions hereof, shall in no way affect the validity
of this AGREEMENT or any part hereof, or the right of either Party
thereafter to enforce each and every such provision.
11.2 Notwithstanding the fact that LICENSEE may from time to time be
designated as an ERICSSON licensee under the LICENSED PATENTS, the
relationship between LICENSEE and ERICSSON shall be as stated in
this AGREEMENT, LICENSEE, its employees, its agents, subsidiaries,
and affiliates are in no way the legal representatives or agents of
ERICSSON for any purpose whatsoever and have no right or authority
to assume or create, in writing cr otherwise, any obligation of any
kind express or implied in the name of, or on behalf of ERICSSON.
11.3 Except as expressly provided in this AGREEMENT, the rights and
obligations herein contained are not for the benefit of any third
party.
11.4 The parties hereto agree that the terms and conditions contained in
this Agreement shall not be disclosed to any third party, without
the occurrence of the other party hereto.
11.5 LICENSEE agrees to not use the trademarks or trade names of
ERICSSON, except as specifically agreed in writing by ERICSSON.
11.6 This AGREEMENT shall be construed and the legal relations between
the Parties hereto shall be determined in accordance with the law of
the State of Texas, U.S.A.
ARTICLE XII
MARKING OF LICENSED PRODUCTS
LICENSEE agrees to legibly mark all LICENSED PRODUCTS with the
LICENSED PATENT numbers or with such other patent numbers provided by ERICSSON
within a reasonable time after such notice of patent numbers. If ERICSSON
determines that it is not feasible to mark certain LICENSED PRODUCTS with the
patent numbers due to the physical size of the LICENSED PRODUCTS, LICENSEE
agrees to mark the packaging or other materials associated with the LICENSED
PRODUCTS in a manner to be specified by ERICSSON.
ARTICLE XIII
INTEGRATION
This AGREEMENT constitutes the entire understanding and agreement
between the Parties relating to the subject matter hereof and supersedes and
cancels all previous agreements, negotiations, commitments and representation
in respect thereto and may not be released, discharged, abandoned, changed or
modified in any manner, except by an instrument in writing
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of concurrent or subsequent date signed by a duly authorized representative of
each of the parties hereto.
IN WITNESS WHEREOF. each cf the Parties hereto has caused this
AGREEMENT to be executed in duplicate originals by their respective duly
authorized officers or representatives.
ERICSSON INC.
By: /s/ JERRY G. KENDRICK
-----------------------
Name: Jerry G. Kendrick
Title: Director Strategic Alliances
Date: 12 October 1998
CENTURION INTERNATIONAL, INC.
By: /s/ MARK G. COCKSON
---------------------
Name: Mark G. Cockson
Title: Director, Marketing and Strategic Business Development
Date: 1 October 1998
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