Production Rights Agreement

1. Production Rights Agreement


AGREEMENT made as of the ___ day of _____________ 20 __ HIGHTECH CORPORATION, with its principal office at 15 Software Drive ("HIGHTECH") and DISTRIBUTION BRAZIL LTDA, with its principal office at Avenue Cidade Jardim, Sao Paulo, Brazil ("DBL").

1. Purpose. HIGHTECH agrees to grant to DBL a limited license for production rights to HIGHTECH's proprietary "Multisense" software products and Multisense documentation (collectively the "Multisense Products") under the terms and conditions of this Agreement.

2. Grant of License/Production Rights. Subject to payment by DBL to HIGHTECH of the amount set forth in Section 3 below, HIGHTECH grants to DBL a non-exclusive, non-transferable license to make copies of the Multisense Products up to the cumulative value of ______________Dollars (US $___________) (as determined by HIGHTECH's then current standard Distributor List Price) for the sole purpose of assigning such limited production rights to the subsidiary which DBL will be forming under the Joint Venture agreement between the parties. Such subsidiary will be distributing certain mutually agreed to HIGHTECH products in accordance with HIGHTECH's standard International Distribution Agreement ("International Distribution Agreement"). DBL further agrees to require, as a condition of such assignment, such subsidiary to be bound by all of DBL's obligations set forth in this Production Rights Agreement. DBL shall not use the Multisense Products for any other purpose or in any other manner.

It is an express condition of this Agreement that title to, ownership of, and all rights in patents, copyrights and trade secrets in the Multisense Products and any copy or part of such Multisense Products shall not transfer to DBL and shall remain in HIGHTECH and/or HIGHTECH's vendors.

3. Payment. In consideration of such license for limited production rights, DBL agrees to pay HIGHTECH the amount of Two Hundred Thousand Dollars (US $200,000). In the event HIGHTECH does not receive such payment, this Agreement shall automatically be terminated.

Payments to HIGHTECH shall be made without deduction for taxes, imposts, customs, levies or other withholding ("Tax") or shall be grossed-up to provide HIGHTECH the same amount after such Tax as it would have received without the imposition of such Tax, together with tax receipts or similar evidence of payment by DBL. DBL shall also be responsible, at its own expense, for obtaining all necessary export and import permits and certificates.

4. Term. The term of this Agreement shall commence as of the date set forth above and shall end on the earlier of (i) failure of DBL to assign such limited production rights to the subsidiary by ______________, (ii) termination as set forth in Section 7 of this Agreement, or (iii) expiration or termination of the International Distribution Agreement to be entered into between DBL's new subsidiary and HIGHTECH

5. Copies/Translations. HIGHTECH will provide DBL with one (1) master copy for each Multisense Product. DBL shall ensure that all copies of the Multisense Products (i) are serialized, (ii) properly contain HIGHTECH and HIGHTECH's vendor's copyright and proprietary notices and (iii) are equal in quality and appearance to the Multisense Product distributed by HIGHTECH DBL agrees to maintain complete records (as required by Section 13.2 of the International Distribution Agreement) of all copies of the Multisense Products and to make these records available to HIGHTECH on request. DBL may, at its own expense, translate the Multisense documentation into Portuguese provided such translation does not materially alter the Multisense documentation.

6. International Distribution Agreement. For the purposes of defining certain rights and obligations in regards to the limited production rights granted hereunder, the terms and conditions of the International Distribution Agreement referenced in Section 2 above shall apply to this Agreement. Such incorporation shall not in any way be construed as creating a distributor relationship between DBL and HIGHTECH

7. Termination. This Agreement shall terminate automatically if DBL assigns or attempts to assign its rights under this Agreement to any third party except as expressly agreed to in writing by HIGHTECH DBL may terminate this Agreement on thirty (30) days prior written notice to HIGHTECH, however, DBL shall not be entitled to a refund or credit for any amounts paid if HIGHTECH has not receive payment as set forth in Section 3 above or if DBL otherwise breaches this Agreement.

On termination of this Agreement, DBL shall, at HIGHTECH's direction, either immediately return or destroy the Multisense Products master copies and all portions and copies, and if requested by HIGHTECH, certify in writing that all copies have been so returned or destroyed.

8. Limited Warranty and Remedy. HIGHTECH agrees to warrant the Multisense Products master copies in accordance with the warranty provisions set forth in Section 8 of the International Distribution Agreement. Copies of the Multisense Products made by DBL shall be excluded from such warranties.

9. Limitation of Liability/Indemnity. The limitation of liability provisions set forth in Section 9 of the International Distribution Agreement shall apply to this Agreement. In addition, COMPANY AGREES TO HOLD HIGHTECH AND HIGHTECH'S VENDORS HARMLESS FROM ALL CLAIMS OR LIABILITY (WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT OR OTHERWISE) ARISING DIRECTLY OR INDIRECTLY FROM COMPANY'S ACTIVITIES UNDER THIS AGREEMENT

10. Export Administration/Compliance With Laws. DBL expressly agrees to comply with Section 13 of the International Distribution Agreement relating to compliance with United States export administration regulations and other applicable laws and regulations.

IN WITNESS WHEREOF, DBL and HIGHTECH hereby duly execute this Agreement on the date first written above.

New Company USA Software Corporation





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