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Sales and License Agreement

 

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Title:

Sales and License Agreement

Entities:

Global Technovations, Inc.

Date:

2001

Size:

Preview shows 6KB of 83KB total

Price:

$44

ID:

#885326

 

 

► Licensing ► Licenses ► Miscellany ► Sale & License Agreements
► Consumer ► Audio & Video Equipment

 

 

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                                                             CONFIDENTIAL

SALES AND LICENSE AGREEMENT


1. PARTIES, DATE AND PURPOSE.

This Sales and License Agreement (the "Agreement") is entered into as of the 1st
day of May, 2001 (the "Effective Date"), by and between Global Technovations,
Inc. ("Global Tech"), a Delaware corporation, located at 7108 Fairway Drive,
Suite 200 Palm Beach Gardens FL 33418, and Jiffy Lube International, Inc.
("Jiffy Lube") a Delaware corporation, located at 700 Milam, Houston, TX 77002
(Global Tech and Jiffy Lube are sometimes referred to individually herein as a
"Party" and collectively as the "Parties").

2. RECITALS.

Jiffy Lube is the largest franchising organization in the fast lube industry and
provides fast oil change and related services through at least 2,200 centers
nationwide (approximately 70% of which are franchised).

Global Tech provides an oil analysis system and analyzer (hereafter, the
"MotorCheck Equipment") under the trademark MotorCheck(TM), "MotorCheck") that
provides an oil analysis test that reveals hidden engine, transmission and
gearbox problems, much like a "blood test for your vehicle" or "blood test for
your car" (MotorCheck, "blood test for your vehicle" and "blood test for your
car" shall be collectively referred to as the "Licensed Marks").

Global Tech will provide to Jiffy Lube an all-inclusive oil analysis program
that will provide the necessary level of technical ability to allow Jiffy Lube
centers to offer MotorCheck Equipment tests to Jiffy Lube customers. The
objective is to facilitate oil analysis in a rapid, economical way to bring this
service to the consumer market.

3. AGREEMENT.

Global Tech will develop and provide:

a) A MotorCheck Oil Analysis System Mail-In Program as detailed in (Exhibit A).

b) A MotorCheck Oil Analysis System On-Site Program as detailed in (Exhibit B).

c) As a component of the MotorCheck Oil Analysis System Mail-In Program and the
MotorCheck Oil Analysis System On-Site Program, Global Tech will disburse a
"Report" which will be electronically provided to 1) the Jiffy Lube Store, 2)
Jiffy Lube server, and 3) the Global Tech server as detailed in (Exhibit C).

d) The MotorCheck Equipment to Jiffy Lube and its franchisees through, at Jiffy
Lube's

e) and each participating franchisees' option, Global Tech's standard Equipment
Lease (Exhibit D), or a separate purchase agreement for the placement and
operation of not less than 1000 units of the MotorCheck Equipment as set forth
herein, throughout the United States and Canada.

f) Samples of the Licensed Marks for use by Jiffy Lube and its franchisees,
subject to the terms and conditions of this Agreement, which samples shall be
supplied within a reasonable time following each request.

Jiffy Lube agrees that consistent with the other terms and conditions contained
in this Agreement, Jiffy Lube shall (i) comply with the provisions of the
MotorCheck Oil Analysis System On-Site Program, the MotorCheck Oil Analysis
System Mail-In Program and the Equipment Leases, if that lease option is
selected, (ii) fulfill its obligations under Exhibit E entitled Sample Test
Volume Requirements, and (iii) for so long as Jiffy Lube offers oil analysis
services to the automobile market consisting of retail consumers, independent
automotive dealers, or other consumer based automobile repair retailers such as
PepBoys, Sears Automobile Centers, Midas, and the like, (the "Market"), through
Jiffy Lube company owned or franchised fast oil change locations, Global Tech
shall be Jiffy Lube's exclusive provider in the United States and Canada of the
services described in Exhibit A and B herein.

4. TERM.

This Agreement will be for a Term expiring five-years from the date of this
Agreement. At the end of the Term Jiffy Lube or Global Tech shall have the
option to renew this Agreement for an additional three-year term by providing
written notice to Global Tech no later than 120 days prior to the expiration of
the Term. Should Jiffy Lube or Global Tech elect to renew for the first
three-year renewal, then Jiffy Lube or Global Tech may also renew this Agreement
in like manner at the end of that renewal term. Should Jiffy Lube and Global
Tech not elect the three- year renewal option at the end of the initial Term,
then this Agreement will automatically renew for an additional one-year term
each year, for a maximum of 16 years, unless Jiffy Lube or Global Tech provides
notice of its intent not to renew at least 120 days prior to the expiration of
this Agreement.

5. SALES AND LICENSE, EXCLUSIVITY.

a) Jiffy Lube acknowledges Global Tech's right, title and interest in and to the
MotorCheck Equipment and the Licensed Marks (including, but not limited to,
ownership of all copyrights and other intellectual property rights contained
therein whether registered or unregistered). Jiffy Lube's rights and authorized
use of the MotorCheck Equipment shall be subject to the terms of the Equipment
Lease, if executed, except that to the extent any Equipment Lease executed by
Jiffy Lube contains terms which conflict with this Agreement, the terms of this
Agreement shall control. Subject to the provisions of this Agreement, Global
Tech grants to Jiffy Lube an exclusive, royalty-free license to use MotorCheck
Equipment, to reproduce, distribute and display the Licensed Marks in Jiffy
Lube's advertising in the United States and Canada, solely in connection with
the sale of Global Tech products and/or services to the Market through Jiffy
Lube company owned or franchised fast oil change locations for so long as (i)
this Agreement remains in force, and (ii) such license or permitted sublicenses
do not interfere with Global Tech's ownership or use of the same. Jiffy Lube

 

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