Exhibit 10.3
WORLDWIDE LICENSING AGREEMENT
THIS AGREEMENT is dated April 21, 2005.
BETWEEN:
E-VISION TECHNOLOGIES INC., a British Columbia company, having
its place of business at 7333 River Road, Delta, BC V4G 1B1;
(the "Licensor")
AND:
VISUALANT, INCORPORATED, a Nevada corporation, having its place
of business at Suite 406, 500 Union Street, Seattle, WA 98101;
(the "Licensee")
WHEREAS:
A. The Licensor is the developer, owner and patent applicant for use of the
technology described in Schedule "A" attached to this Agreement (the
"Technology");
B. The Licensor has agreed, on the terms of this Agreement, to grant unto the
Licensee the sole right and capacity to employ the Technology on a
worldwide basis (such geographical jurisdictions hereinafter referred to as
the "Territory"), subject only to the exclusion described in Schedule "A"
attached to this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual
covenants and agreements herein contained, the parties hereto agree as follows:
ARTICLE I
GRANT
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1.1 Grant of License. The Licensor hereby grants unto the Licensee a license to
employ the Technology in the Territory for all purposes including, without
limitation, all currently known or to be discovered applications of the
Technology, subject only to the exclusion described in Schedule "A"
attached to this Agreement.
1.2 Technical Assistance, The Licensor will, at cost, provide to the Licensee
all necessary technical assistance as may be required by the Licensee to
employ the Technology.
ARTICLE II
FEES AND COSTS
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2.1 License Fee. As consideration for the grant of the license herein for the
Territory, the Licensee will pay to the Licensor a fee of 10,000 Common
shares of the Licensee.
2.2 Costs. The Licensee shall bear all costs of employing the Technology, and
shall bear all legal costs and transactional costs.
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ARTICLE III
TRADEMARKS AND PATENTS
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3.1 Trademarks and Patents. The Licensee agrees that all trademarks, patents
and other intellectual property and proprietary information of the
Technology and all improvements, derivatives or successors belong to and
shall belong to the Licensor, and that the fee for the trademarks, patents
and proprietary information for use by the Licensee is acknowledged to be
included in the fee paid by the Licensee to the Licensor.
ARTICLE IV
RELATIONSHIP OF PARTIES
-----------------------
4.1 independent Contractor. The relationship between the Licensee and the
Licensor is that of independent contractors. The parties to this Agreement
are not partners, nor shall they be construed as the same, nor, except as
specifically permitted from time to time, shall either party hold itself
out as the agent or representative of the other party.
ARTICLE V
TERM
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5.1 Term. This Agreement shall be effective commencing the date of execution
herein below stated, and shall continue for a term of Five (5) years and be
automatically renewed, subject to termination in accordance with this
Agreement.
ARTICLE VI
NO RESTRICTION TO TERRITORY
----------------------------
6.1 No Restriction to Territory. The Licensee covenants, agrees and warrants
with the Licensor that the license is extended on a worldwide basis for the
term of this agreement.
ARTICLE VII
PROPRIETARY INDEMNITY
---------------------
7.1 Protection. The Licensor and the Licensee covenant and agree to use their
best efforts to protect the Technology from any infringement by other
parties.
ARTICLE VIII
ASSIGNMENT
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8.1 Assignment. This Agreement and any rights or interests hereunder may be
assigned by the Licensee, with the prior written permission of the Licensor
to all of the terms and conditions of an assignment or sublicense, which
permission shall not be unreasonably withheld.
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ARTICLE IX
DEFAULT AND TERMINATION
-----------------------
9.1 Default. In the event that a party hereof breaches a term of this
Agreement, the injured party may terminate the Agreement if the defaulting
party has not remedied the default within sixty (60) days of notice of the
default. If the injured party does not wish to terminate the Agreement for
default, it may instead insist and enforce specific performance.
9.2 Termination. In the event that this Agreement is terminated, the Licensee
shall return to the Licensor all information and documents it may have in
respect to the Technology, return all Technology in its possession, and
cease employing the Technology.
ARTICLE X
MISCELLANEOUS
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10.1 Notices. All notices, directions, or payments required to be given
hereunder shall be made at the addresses first herein set forth, or at such
other addresses as may be notified by the parties hereto. Any notice, if
sent by mail, shall be deemed delivered on the third business day following
mailing, absent postal disruption, and if delivered or sent by facsimile
transmission, shall be deem to be given or made on the business day
following such delivery or facsimile transmission.
10.2 Time of the Essence. Time shall be of the essence of this Agreement.
10.3 Enforcement. This Agreement shall enure to the benefit of and be binding
upon the parties hereto and their respective successors and permitted
assigns.
10.4 Jurisdiction. This Agreement shall he governed in accordance with the laws
of British Columbia.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date
first above Written.
E-VISION TECHNOLOGIES INC.
Per: /s/ Kenneth Turpin
- -----------------------
Authorized Signature
VISUALANT INCORPORATED
Per: /s/ Ronald P. Erickson
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Authorized Signature
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SCHEDULE "A"
The Technology:
The CBN alpha-numeric coding system is designed to identify, communicate and
formulate color information for a color within one of the color spaces well
known in the art, or any other color space as yet un-invented which can be
expressed relative to any other known color space, such as for example but not
by way of limitation, RGB, CMYK, HAV, HSB, HTML, LUV, LAB, SCF, XYZ, and
Bradford-RGB color spaces, into one standardized code which is comprised of
encrypted data that is indicative of the color. The code provides highly
accurate color information which can be then be used for identification,
communication and formualtion purposes. Colorant combinations for coloring one
or more colorable products, such as paint, caulk, cement, cosmetics, textiles,
or the like can be mathematically quantified and formulated with a high degree
of accuracy and repeatability from many sensing sources across many industries
or color spaces. The code can be used in a method for directing consumers, as
qualified customers, to product providers within an affiliation.
The affiliation includes one or more product providers, such as retailers,
wholesalers, or the like. The product providers are capable of receiving the
code and producing or providing the colorable product having the color
represented by the code. Examples of typical product providers include paint
stores, home improvement centers, and department stores.
A consumer is provided with a color specification system such as a computer and
software. The color specification system allows the consumer, e.g. an individual
or architect, to specify or generate a desired color for the colorable product
and thereby supply color information about the desired color to the color
specification system. The color specification system converts the color
information into the code and provides the code to the consumer. For example,
the code can be printed or displayed. Once the consumer has received the code,
the consumer is directed to communicate the code to a product provider within
the affiliation who has the capability of decoding the code through the use of a
formuation system, such as a computer and software. Once the product provider
receives the code from the consumer, the product provider supplies the code to
the formulation system which then decodes the code to obtain the color
information contained within the code.
The Exclusion:
The Licensee shall not use the Technology for the purpose of formulating colors.
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