The Eternal Ascent Society License Agreement you see below is for your review of it's information. It is not intended to be filled out from the website. If you wish to acquire a license, please contact us and we will send you the actual document to fill out.
ETERNAL ASCENT SOCIETY LICENSE AGREEMENT
This Agreement is made as of ____________________ by and between EAS Franchising Corporation, a corporation organized under the laws of the State of Florida having its principal offices at 650 S. E. Port Paradise Road, Suite #5500, Crystal River, FL 34429 (referred to in this Agreement as "LICENSOR"), and ____________________ being a corporation organized under the laws of _____________ and having its principal offices at ____________________ (referred to in this Agreement as "LICENSEE").
WHEREAS LICENSOR represents that it has the right to grant licenses under United States Patent No. 5,564,260, issued October 15, 1996 (referred to in this Agreement as the "Patent"), and LICENSEE wishes to obtain a nonexclusive license to use and sell a method for preparing, transporting and dispersing cremated remains via balloon, and a container providing a clean environment for carrying out this method. Cremated remains are deposited into a balloon, the balloon is filled with helium, transported to a launching site and released. To provide an environment that assures substantially complete and safe transfer of the cremated remains to the balloon as well as to provide a sealed chamber for inflation and transport of the balloon, a special container having interior surfaces of vinyl or other barrier materials is used. Said method or services being covered and described by claims of the Patent.
NOW, in consideration for the promises and the performance of the mutual covenants contained in this Agreement, LICENSOR and LICENSEE agree as follows:
A. LICENSOR grants to LICENSEE and LICENSEE accepts from LICENSOR, a nonexclusive, non-assignable, non-divisible personal license to itself make and use the inventions covered by the claims of the Patent, for sale only to End-Consumers, that have elected to have the LICENSEE perform the cremation of the deceased whose cremated remains are to be scattered using the LICENSOR'S patented process for a period of six (6) years from the date of delivery of the equipment necessary to perform the methods or services covered by the PATENT. No right whatsoever is granted to LICENSEE to sub-license any rights or to assign or transfer the license granted by this Agreement to any person or entity whatsoever, including without limitation any wholly or partially-owned subsidiaries or affiliates of LICENSEE.
C. This license grants no license to any other patent owned by LICENSOR or to any patent subsequently granted to or acquired by LICENSOR other than the Patent and any reissues or extensions thereof.
D. As used in this Agreement, the term "End-Consumer" means a person or entity who contracts with the LICENSEE to have the LICENSEE cremate, prepare and lift "Cremated Remains" using the Patent and/or the inventions, processes, products and methods described by the Patent. "Cremated Remains" are the remains of and individual, or corpse of a person after the process of cremation.
E. LICENSEE agrees and promises to use the license granted by this Agreement in accordance with the policies and procedures provided by LICENSOR to LICENSEE. LICENSEE agrees to operate and perform lifts and lift-related tasks and services only in accordance with the processes and procedures provided to LICENSEE by LICENSOR.
F. LICENSEE agrees to conduct itself and operate its business in a professional and dignified businesslike manner that will reflect positively upon the business, product and processes of LICENSOR and LICENSEE. LICENSEE shall not engage in conduct which will diminish or degrade the public perception, reputation, good-will, or business potential of LICENSOR, LICENSOR's agents, LICENSOR's master licensees, or LICENSOR's products or services.
LICENSEE shall advise LICENSOR of all media inquiries.
H. LICENSEE shall obtain LICENSOR's approval for all marketing materials created by LICENSEE (brochures, flyers, audio/video presentations) that reference the patented process.
I. LICENSEE shall purchase liability insurance coverage for LICENSEE's business and operations listing the LICENSOR as an insured on the policy.
License Issue Fee.
LICENSEE shall pay to LICENSOR a non-refundable license issue fee in the amount of $5,000.00 to be paid by LICENSEE upon execution of this Agreement.
Equipment, Lift Kits, Records, and Reporting.
LICENSEE shall purchase from LICENSOR, at LICENSOR'S cost, all equipment necessary to the performance of the patented process with the exception of the helium tank. The helium tank can be purchased or rented locally. The cost for the required equipment is $1,000. LICENSEE will be responsible for the shipping cost related to the delivery of the required equipment as well as any travel cost related to the training of LICENSEE'S staff.
A. LICENSEE shall purchase from LICENSOR, all "lift kits" that the LICENSEE shall use for the patented process. LICENSEE shall purchase all lift kits in minimum sets of 5 lift kits. LICENSEE shall not use any other type of configuration or contents of "lift kit" except for that specifically provided by the LICENSOR and LICENSEE shall not substitute or alter any items in the lift kit(s). The lift kit(s) shall include a 100% latex 5-foot balloon, closure device, release authorization form and photo certificate (photificate) request form. LICENSOR will provide 3 photificates and 1 DVD containing a montage of pictures of the release provided by the LICENSEE. LICENSEE shall use the kits and shall perform the lifts and lift-related services only in accordance with the processes and procedures provided by LICENSOR.
LICENSEE shall pay to LICENSOR a fee of $500.00 for each lift kit at a time of the order, and LICENSEE shall purchase a minimum of 5 lift kits (10% discount for orders of 10-14 kits and 20% discount for orders of 15 or more). LICENSOR reserves the right to raise the fee for the lift kits by a reasonable amount that reflects an increase in cost of materials, but LICENSOR will not raise the fee for lift kits more than one time each 3 years.
C. LICENSEE agrees to keep full, complete, true, and accurate books of account containing all particulars which may be necessary for the purpose of showing the amount of moneys payable to LICENSOR, including without limitation complete books, records, and original documentation of all lift kits purchased from LICENSOR, all lift kits used, all accounts paid and payable, all receipts from lifts, all license fees paid, and all device and equipment fees paid. These books of account shall be kept by LICENSEE at the usual place where its books are kept. Such books and the supporting data shall be retained for at least three (3) years following the end of the fiscal year to which they pertain, and the supporting data shall be available for inspection by an independent certified public accountant retained by LICENSOR for the purpose of substantiating the amount of LICENSEE'S payments, or LICENSEE'S compliance in other respects with this license. LICENSOR shall pay for the services of the independent certified public accountant unless the independent certified public accountant determines that LICENSEE has understated the moneys due LICENSOR by 3% or more, in which case LICENSEE shall pay the entire amount charged by the accountant for the accountant's services. LICENSEE agrees to pay the balance of such moneys to LICENSOR within ten (10) days after written notice of LICENSEE'S understatement. Furthermore, LICENSEE shall pay interest on all understated moneys at the rate provided for in subparagraph (D) below of this paragraph, computed from the day on which said moneys were due and owing to LICENSOR.
D. LICENSEE shall pay interest on all moneys past due under this Agreement to LICENSOR at a rate of one and one-half percent (1-1/2%) per month, or such lesser amount as may be required by law. Interest under this subsection shall be computed from the day on which any payment is due.
LICENSEE agrees to mark all products or advertisements made or displayed by LICENSEE with EAS Logo, and the statement "Licensed under U.S. Patent No. 5,564,260". LICENSOR holds a trademark for the subject of this agreement the LICENSEE agrees that the words "Patented" and or "Trademark" or "TM" will appear on all such products, advertisements or displays.
A. If the LICENSEE shall at any time default in the payment of any moneys payable to LICENSOR under this Agreement, or in the performance of any of its other promises, agreements or obligations under this Agreement, LICENSOR may, at its option, terminate the license granted by LICENSOR under this Agreement by written notice if LICENSEE fails to cure the breach or default within thirty (30) days after receipt of a written notice of default from LICENSOR.
B. The license granted by this Agreement is not transferable by LICENSEE. LICENSEE shall notify LICENSOR in writing within ten (10) days after any change in control or ownership shift of LICENSEE, as defined in Section 382 of the Internal Revenue Code of 1986. The license granted by LICENSOR under this Agreement may be terminated by LICENSOR upon written notice given to LICENSEE within thirty (30) days after receipt of written notice from LICENSEE of any change in control or ownership shift of LICENSEE.
C. LICENSEE may terminate the license granted under this Agreement upon ninety (90) days written notice to LICENSOR.
D. Upon any termination becoming effective, LICENSEE shall be relieved of all duties and obligations hereunder except to pay to LICENSOR the unpaid balance (if any) of the license issue fee provided for in this Agreement, and interest accrued and unpaid up to the effective time of the termination, and interest subsequently becoming due under this Agreement prior to termination becoming effective; provided, however, that the LICENSEE shall under no circumstances be entitled to a return of any payments already made or to an abatement of moneys and interest accrued and unpaid on the effective date of termination.
LICENSEE will keep all equipment in good working order at LICENSEE'S expense. If repairs are needed within the three-year term, then LICENSEE will be responsible for repairs. Upon any termination becoming effective, LICENSOR will repurchase all equipment related to the performance of the patented process from LICENSEE at 50% of the original purchase price. LICENSOR will not repurchase unused kits.
The LICENSEE shall have the right to renew this Agreement for a 6 year term at the conclusion of the current 6 year term, provided that LICENSEE is in good standing with LICENSOR and has complied with LICENSEE'S obligations under this Agreement. LICENSEE shall notify LICENSOR at least 60 days prior to the expiration of the 6-year term of this Agreement if LICENSEE elects to renew this Agreement. In order to renew, LICENSEE shall remit a renewal license fee of $1,000.00 along with the notice of election to renew (if LICENSEE has purchased at least 36 ETERNAL ASCENT RELEASE KITS in the previous 6 years, then the renewal license fee will be $0). If LICENSOR is not provided the written election notice to renew and the renewal license fee at least 60 days prior to the expiration of the current 6-year term, renewal will not occur, and this Agreement shall terminate at its expiration date of the current 6-year term.
VII. Indemnification and Hold Harmless Agreement.
LICENSOR hereby covenants and agrees to save, defend (including payment of all attorneys' fees and costs before and during litigation and any appeals), and hold harmless the LICENSEE of and from any and all claims and demands, regardless of merit or lack of merit, by any person, entity or third party, related to LICENSEE's use of the Patent, performance of lifts, or operations of business in accordance with the LICENSOR's policies and procedures. LICENSEE hereby covenants and agrees to save, defend (including payment of all attorneys' fees and costs before and during litigation and any appeals), and hold harmless the LICENSOR of and from any and all claims and demands, regardless of merit or lack of merit, by any person, entity or third party, caused by LICENSEE using unauthorized products or equipment which were not provided or permitted by LICENSOR or the failure to comply with policy and procedures of LICENSOR.
VIII. Effect of Waiver.
The failure by LICENSOR to exercise any of its rights under this license agreement shall not be deemed to constitute waiver of any of such rights.
Headings are for identification purposes and are not substantive in nature.
X. Law, Forum and Attorneys' Fees/Costs.
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. All proceedings shall be brought in Citrus County, Florida. In the event of a dispute regarding this Agreement or any aspect of the parties' relationship, the prevailing party in a lawsuit shall be entitled to an award of that prevailing party's reasonable attorneys' fees and costs, including pre-suit and appellate attorneys' fees and costs, and attorneys' fees and costs of collection.
This Agreement may not be assigned by LICENSEE.
LICENSEE agrees to maintain all terms and conditions of this Agreement in Strictness confidence, except as required by law.
All notices between the parties hereunder shall be in writing (by mail, facsimile with confirmation, or hand delivery), postage or transmission costs prepaid, and shall be addressed to the parties at the addresses set forth above (or such other address as either party may indicate to the other party by notice in the manner provided for herein). Each such notice shall be deemed properly given when received by the party to whom it is addressed.
This written Agreement constitutes the entire understanding between the parties hereto relating to the subject matter hereof and supersedes and replaces all prior and contemporaneous agreements relating thereto. No variation or modification of this Agreement or waiver of any of the terms or provisions hereof shall be deemed valid unless in writing and signed by both parties hereto.
LICENSE AGREEMENT IS HEREBY AGREED TO AND ACCEPTED:
Witness as to Licensee:
Print Witness Name __________________
Print Witness Address __________________
Witness as to Licensor:
Print Witness Name __________________
Print Witness Address __________________
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