LICENCE AGREEMENT
THIS AGREEMENT is made as of the 31st day of August, 2000.
B E T W E E N:
CAMERON CHELL, of the City of Calgary in the Province of Alberta
(hereinafter called the "Licensor")
- and -
NETWORKS NORTH, INC., a corporation incorporated pursuant to the
laws of the State of New York, and
NETWORKS NORTH ACQUISITION CORP., a corporation incorporated
pursuant to the laws of the Province of Ontario
(hereinafter jointly called the "Licensee")
WHEREAS the Licensor is the owner of the full right, title and interest in
Canada and the United States in and to the trade-marks, domain names and
stylized logos set out in Schedule "A" attached hereto and made a part hereof
(hereinafter called the "Marks") for use in association with the provision of
access to venture capital start-up companies engaged in technology innovation,
and the provision of financing, compliance and legal expertise, business
strategy, and business management consultation services, and the provision of
public investor relation services to others (hereinafter called the "Services");
AND WHEREAS the Licensee wishes to use the Marks in association with the
provision of the Services;
AND WHEREAS the Licensor is willing to license the Licensee to use the
Marks, subject to and upon the terms and conditions hereof;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual
covenants hereinafter contained, and other good and valuable consideration, the
receipt and sufficiency of which is acknowledged, the parties hereto agree as
follows:
1. The Licensor hereby grants to the Licensee, subject to the terms and
conditions of this agreement, an exclusive, non-transferable licence to use the
Marks set out in Schedule "A" hereto, as it may be amended from time to time, in
association with the Services provided that:
_ 2 _
(a) the Licensee accepts that its usage of the Marks shall at all times
be under the control of the Licensor, and the Licensee co-operates
with Licensor in facilitating the exercise of such control by the
Licensor;
(b) the Licensee adheres to the standards, if any, governing all
advertising and promotional material in association with the Marks
that are set from time to time by the Licensor;
(c) the Licensor shall have the right of access to the Licensee's
premises, during normal business hours, for the purpose of
inspecting the advertising and promotional materials used by the
Licensee in association with the Marks in order to ensure the
quality thereof;
(d) the Licensee providing to the Licensor, if requested by the
Licensor, specimens of its usage of the Marks and specimens of the
advertising and promotional materials used by the Licensee in
associations with the Marks;
(e) the Licensee uses the Marks only in the form and manner, and only
with the following legend when requested by the Licensor, or such
other legend as may be prescribed from time to time by Licensor:
"The trademark "CHELL.COM" (or "CHELL CORPORATION", or "CHELL
MERCHANT CAPITAL GROUP" as the case may be), is owned by Cameron
Chell and used under licence.";
(f) the Licensee uses the Marks only in association with the Services
and with no other goods or services unless the written consent of
the Licensor is obtained, which consent may be arbitrarily withheld;
and
(g) the Licensee does nothing inconsistent with the validity of the
Marks or inconsistent with the Licensor's ownership of the Marks.
Notwithstanding the foregoing, the Licensee acknowledges and agrees that certain
corporations currently existing and controlled by the Licensor, including
Chell.com Ltd., Chell Corporation, Chell.com/Investment Inc., Chell.com/Film
Inc. and Chell.com/Air Inc., are currently using the Marks, and may continue to
use the Marks notwithstanding the grant of the license herein to the Licensee.
2. The parties may from time to time amend the contents of Schedule "A" hereto
by adding or deleting trademarks, domain names, and stylized logos. Such
amendments may be effected by an authorized signing officer of each party
initialling and dating an amended Schedule "A", with the amended Schedule "A"
becoming effective on the date on which both signing officers have initialled
same. The terms and conditions of this agreement shall apply to such amended
Schedule "A" as fully and completely as though it had always formed part of this
agreement.
_ 3 _
3. In consideration of the continuing use of the Marks, the Licensee shall pay
to the Licensor on execution hereof and on each anniversary during the term, a
license fee of One Dollar ($1.00) per annum.
4. (a) The Licensee shall not use the Marks, or any of them, in its
business name without the prior written consent of Licensor, which
is hereby granted to Networks North, Inc. for the use of the CHELL
CORPORATION name. In the event that such consent is given, the
Licensee agrees that such usage shall enure to the benefit of the
Licensor and shall be in strict accordance with any terms and
conditions set by the Licensor.
(b) On all signs, labels, designs, cartons, containers, invoices,
letterhead, or other documents, and advertising materials of any
kind, printed by or on behalf of the Licensee on which the Marks
appears, the Marks shall be followed with the superscript (TM)
symbol until such time that the Licensor provides the Licensee with
notice of registration after which the Marks shall be followed with
the encircled (R) symbol, and at any time when requested by the
Licensor, there shall be a brief statement that the Licensor is the
owner of the Marks, and if the name of the Licensee shall appear on
any such materials there shall be a brief statement that it is a
Licensee.
5. (a) This agreement shall commence as of the date hereof and continue in
full force and effect commencing as of the date hereof and shall
terminate as set out herein.
(b) The Licensor shall have the right to terminate this agreement,
effective immediately, upon:
(i) a commission of a breach of this agreement by the Licensee,
which breach is not cured or resolved within ten (10) days' of
receipt of written notice of such breach; or
(ii) Cameron Chell ceasing to be a director of the Licensee.
6. (a) Upon the termination of this agreement, for any reason whatsoever,
the Licensee shall promptly take such reasonable actions to cease
any and all use of the Marks.
(b) Further, following termination, the Licensee shall not do anything
inconsistent with the validity of the Marks or inconsistent with
Licensor's ownership of the Marks. Without limitation, Licensee
shall not use any of the Marks, or any word or design confusing with
any of the Marks, either as a trademark, trade name, or domain name,
or as an element in a trademark, a trade name or domain name.
7. Notwithstanding anything herein contained, this Agreement shall be terminated
immediately and of no further force and effect subject to the limitations set
out herein, if the Licensee:
_ 4 _
(a) commits an act of bankruptcy or becomes an insolvent person within
the meaning of the Bankruptcy and Insolvency Act (Canada) or makes a
filing under Chapter 11 of the United States Bankruptcy Code;
(b) files, or fails to contest within three (3) days of filing and
subsequently defeats, any petition in bankruptcy;
(c) fails to contest, satisfy, lift or vacate, within ten (10) days, any
execution, levy, or distress against the assets of the business of
the Licensee;
(d) fails to contest, within ten (10) days, and have removed the
appointment of a receiver or other custodian (either temporary or
permanent) of the business of the Licensee or any part of its
assets; or
(e) takes the benefit of any act or proceeding for winding up the
Licensee or the Licensee's affairs.
8. This agreement and the rights, interests, and obligations therein shall not
be assigned or transferred, in the whole or in part, by Licensee, without the
prior written consent of the Licensor.
9. The Licensee acknowledges the right and title of the Licensor in and to the
Marks in Canada and the United States and of the goodwill attaching to the
Marks. The Licensee agrees that such right, title and goodwill shall remain
vested in the Licensor both during the term of this Agreement and thereafter in
Canada and the United States, and the Licensee undertakes never to challenge or
cause to be challenged, either directly or indirectly, the distinctiveness of
the Marks, the validity of any registration relating to the Marks, or the
ownership of the Marks in Canada and the United States, or to claim in any
manner whatsoever that the use of the Marks by the Licensee or by any other or
others enures to the benefit of the Licensee or any other or others. The
Licensee also undertakes not to register the Marks in any other jurisdiction
anywhere in the world.
10. The Licensee will use its best endeavours to preserve the value and validity
of the Marks and of any registration thereof and in particular will:
(a) endeavour to promote and create goodwill in the provision of the
Services;
(b) give to the Licensor any information as to its use of the Marks
which the Licensor may require and otherwise render any necessary
assistance to the Licensor in obtaining and maintaining registration
of the Marks except that the Licensor shall pay all government fees
required;
_ 5 _
(d) use the Marks in their correct spelling and not as a verb or in the
plural or in any other manner which might endanger the validity of
the Marks or of the registration thereof;
(e) not use the Marks unaccompanied by words describing the Services or
wares unless the Mark is capitalized or otherwise distinguished from
surrounding and adjacent text.
11. In the event that the Licensee learns of any infringement or threatened
infringement of the Marks or any actual or intended common law passing off by
reason of imitation of get-up or otherwise or that any third party alleges or
claims or intends to allege or claim that the Mark is liable to cause deception
or confusion to the public, the Licensee shall promptly notify the Licensor
giving particulars thereof and the Licensee will provide all information and
assistance as may be required by the Licensor in the event that the Licensor
decides proceedings should be commenced or defended. Any such proceedings will
be commenced or defended solely at the discretion and expense of the Licensor
and will be under the control of the Licensor, and the Licensee hereby
relinquishes and disclaims any right it might have to commence or defend
proceedings in its own name with or without entering the Licensor as a plaintiff
or defendant.
12. Failure of either party at any time to require performance of any provisions
under this Agreement shall not affect the right of the party requiring
performance to require full performance thereafter and a waiver by either party
of a breach of any provision of this Agreement shall not be taken or held to be
a waiver or any further or similar breach or as nullifying the effectiveness of
such provision.
13. Each and every paragraph of this Agreement is severable and any findings of
invalidity or any party of this Agreement shall not affect the validity of the
remaining portions thereof.
14. This agreement shall enure to the benefit of, and be binding upon, each of
the parties hereto and their respective successors and permitted assigns.
15. (a) Any written notice or other written communications required or
permitted to be given hereunder shall be given by hand delivery or
fax at the respective addresses listed below or by mailing the same
by registered mail, postage prepaid, and directed to the other party
at:
(i) In the case of the Licensor:
500-630 8th Avenue S.E.
Calgary, Alberta
T2P 1G6
(ii) In the case of the Licensee:
14 Meteor Drive
_ 6 _
Toronto, Ontario
M9W 1A4.
(b) Either party may, by giving written notice as provided herein,
change its address for receiving notices or communications
hereunder.
(c) Any written notice or communication hereunder shall be deemed to
have been received on the date of delivery if delivered by hand or
facsimile, or on the fifth day after mailing if delivered by
registered mail.
16. This agreement shall be governed by, and construed under, the laws of the
Province of Ontario and the laws of Canada applicable therein.
17. This agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior agreements or
understandings, whether written or oral. Subject to Section 2 hereof, any
amendments or modifications to the within agreement must be made in writing and
signed by both parties.
IN WITNESS WHEREOF the parties have hereto affixed their corporation seals
under the hands of their officers duly authorized in that behalf, the day and
year first above written.
/s/ Cameron Chell (Seal)
- --------------------------------- ------------------------------------
Witness Cameron Chell
NETWORKS NORTH, INC.
Per: /s/ Peter Rona c/s
------------------------------------
I have authority to bind the corporation.
NETWORKS NORTH ACQUISITION CORP.
Per: /s/ Don Pagnutti c/s
------------------------------------
I have authority to bind the corporation.
_ 7 _
SCHEDULE "A"
TRADE-MARKS
Trade-Mark Registration/Application No. Filing Date
Chell Corporation Canadian Application No. 1068473 July 25, 2000
Chell Corporation U.S. Application Pending
Chell.com U.S. Serial No. 76/059,511 May 31, 2000
Chell.com Canadian Application No. 1059418 May 17, 2000
Chell Merchant
Capital Group Canadian Application Pending
Chell Merchant
Capital Group U.S. Application Pending