LICENSE AGREEMENT



THIS LICENSE AGREEMENT made effective this 1st day of January, 2001



BETWEEN:



          ADVANCED INTERACTIVE INC., a corporation, incorporated

          on September 1, 1998 established under the laws of the

          State of Nevada, USA, and having its head offices

          located at suite 718 - 1350 East Flamingo Road, Las

          Vegas, NV  89119



                 (hereinafter called "AII Nevada")



AND:



          ADVANCED INTERACTIVE CANADA INC., a corporation

          established under the laws of the Province of British

          Columbia which is a wholly owned subsidiary of AII

          Nevada with offices at suite 2101 - 1177 West Hastings

          Street, Vancouver, BC V6E 2K3



                (hereinafter called "AII Canada")



AND:



          ALTERNET SYSTEMS INC., a corporation established under

          the laws of the State of Nevada, USA, having offices at

          Suite 280 - 815 West Hastings Street, Vancouver, BC,

          Canada V6C 1B4



               (hereinafter called "Alternet")



singularly referred to as  "party", and together referred to as

"the Parties"



WITNESSETH THAT:



A.  WHEREAS AII Nevada and AII Canada have developed proprietary

    software and hardware systems technology known as

    "SchoolWeb" and "OfficeServer" for caching Internet and

    multimedia files on special servers at schools, homes,

    businesses or other locations, and wish to license certain

    rights to the SchoolWeb and OfficeServer software and

    hardware systems technology (the "Licensed Technology") to Alternet;



B.  WHEREAS AII Nevada or AII Canada wishes to provide Products

    and Services to customers using the Licensed Technology

    including after installation support and services to

    customers which use the Licensed Technology; and



C.  WHEREAS Alternet is a start-up company with a skilled sales

    force, operating in North America, and wishes to enter into

    this License Agreement to obtain rights to distribute,

    market, sell and license the Licensed Technology, to provide

    the Licensed Technology, Products and Services in a

    prescribed Field of Use, in a prescribed Territory, under

    the terms and conditions of this Agreement, and



D.  WHEREAS Alternet represents that it is experienced in, and

    wishes to put its full energy towards, the enhancement and

    commercial development of a business which would use the

    Licensed Technology including devoting funds, staff,

    business expertise and business and marketing planning to

    further the commercial success of the Licensed Technology.



NOW THEREFORE in consideration of the mutual promises and

covenants hereinafter contained, AII Nevada, AII Canada, and

Alternet, the Parties to this Agreement, agree as follows:



1.0  INTERPRETATION



1.1  As used in this Agreement, the following terms shall have

     the definitions respectively assigned to them hereunder

     unless the subject matter or context otherwise requires:



    (a)  "Agreement" means this document comprising Sections 1

         to 22 inclusive together with Schedules 1.0 and 2.0

         attached hereto, which shall be read with and form a

         part of this Agreement;



    (b)  "SchoolWeb" and "OfficeServer" mean the trademarked

         names of the Licensed Technology produced by employing

         the Licensed Technology and shall be read to include

         any future names trademarked by AII Nevada or AII

         Canada or Alternet which relate to the Licensed Technology;



    (c)  "Follow-on Invention" means an invention made by, owned

         by or licensed to AII Nevada or AII Canada that falls

         within the scope of the claims of the intellectual

         property ("IP") rights forming the Licensed Technology,

         or an invention that utilizes the IP or one that

         constitutes an Improvement to the IP;



    (d)  "Field of Use" has the meaning set out in Schedule 1.0, part V;



    (e)  "herein", "hereby", "hereof", "hereunder", and similar

         expressions, when used in any Section, shall be understood to relate

         to this Agreement as a whole and not merely to the Section in which

         they appear;



    (f)  "Improvement" means any change to or development of the

         Licensed Technology made by, owned by, or licensed to,

         AII Nevada or AII Canada, including a Follow-on

         Invention, that may improve the Licensed Technology or

         the Services or both.  Improvement includes for

         copyrightable or copyrighted material, any translation,

         abridgement, revision or other form in which an

         existing work may be recast, transformed or adapted;

         for patentable or patented material, any improvement

         thereon; and for material which is protected by trade

         secret, any new material derived from such existing

         trade secret material, including new material which may

         be protected or protectable by copyright, patent and/or trade secret;



    (g)  "Licensed Technology" means the proprietary software

         and hardware systems technology currently known as

         "SchoolWeb" and "OfficeServer" for caching and indexing

         Internet and multimedia files on special servers at

         schools, homes and businesses as described in Schedule 1.0, Part I.



         The term Licensed Technology also includes:



         (i)  the head-end hardware and software system

              necessary to transmit data via various

              broadcasting systems, and the receiving and

              decoding hardware and software at the receiving

              location, as described in Part III of Schedule 1.0,



         (ii) all claims specific to the transmission encoding

              process contained in IP described in Part II of

              Schedule 1.0, as may be amended from time to time,

              including any continuation, divisional, or

              continuation-in-part application entitled to

              priority based on the IP, as described in Schedule

              1.0, as well as any Improvements,



          (iii) any Licensed Technology provided  by way of

              technical assistance as more particularly set out in

              Section 4.0 hereof of this Agreement; and

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC