Between Russian and Canadian legal entities about granting non-exclusive license for the use of an inventions in the territory of the RF.

LICENSE AGREEMENT

Moscow «09 January 2012»

Between Russian and Canadian legal entities about granting non-exclusive license for the use of an inventions in the territory of the RF.

Denis Vakin «» hereinafter referred to as a Licensor, on the other side, Victoria Vaganova «ABC Inc.» and hereinafter referred to as a Licensee, on the other side.

WHEREAS

1. The Licensor is the Proprietor of the Patent of the Russian Federation № 2336184 for Еhermoelectric air conditioning.

2. The Licensee desires to obtain on the terms and conditions of the present Agreement a License for the use of the invention for which the patent № 2336184 have been granted, with a view to manufacture, utilize. import, Offer for sale, to sell and to introduce in economic turnover the product produced on the basis of the said invention, as well as to apply the process protected by the patent (any combinations of modes of the use may be indicated in the Agreement), have agreed as to the following:

1. Definitions

The following terms, used in the Agreement, shall mean:

1.1. «The Patents» provided by Licensor patent of Russia, as well as patents in Russia, which will be issued for inventions, applications for which have already been filed in the Patent Service of Russia.

1.2. «The Licensed Product» is the production that will be manufactured under the License.

1.3. «Special Production» is the production not falling under provisions stipulated by Para 1.2 of the present Agreement additionally worked out by the Licensee utilizing the invention protected by «The Patents».

1.4. «The Special Equipment» is the equipment required to manufacture «The Licensed Product».

1.5. «Confidentiality» is to taking measures to prevent unintentional or intentional divulgation of information relating to «The Patents».

1.6. «The Reporting Period» is the period of activity of the Licensee in fulfilling the terms and conditions of the present Agreement within each 12 months, beginning from the date of entering into force of the present Agreement.

1.7. «The Territory» is the regions in conformity with the political and administrative division of Russia, or a branch of the industry, etc.

1.8. «Net Payments» arc payments when all possible fees, duties, and taxes are paid up by the Licensor.

2. Subject of the Agreement

2.1 Licensor grants to Licensee under the terms of this agreement and for a fee, paid by the Licensee, a nonexclusive license to use the invention protected by the "Patent".

The Licensee with the right to: manufacture, use, import, sale, or introduction of "Licensed Products" in the economic turnover and / or "special products" (using the appropriate "Special Equipment"), including components, parts and raw materials used by the Licensor to "the territory".

Licensor reserves the right to use the above invention, and grant non-exclusive licenses to third parties.

2.2 Licensor shall give Licensee the technical and other documentation as is necessary and sufficient for the use of the invention in accordance with Clause 2.1, shall provide technical and other assistance, and, if necessary, to deliver designs and materials, as well as "special equipment".

3. Technical Documentation

3.1. All technical documentation, necessary and sufficient to manufacture "The Licensed Product" (Specification № 1 which is integral part of this Agreement and has same legal force and effects) shall be transferred by The Licensor to an authorized representative of The Licensee at Dmitry Dolganov in in English in 2 (two) copies within 7 (seven) days from the date of entering into force of the present Agreement.

3.2. The receive-and-accept certificate signed by authorized representatives of both Panics shall be established while transferring the technical documentation. If The Licensee or his authorized representative docs not appear on time fixed for the transfer. The Licensor may send the documentation over by registered mail to the address and for the account of The Licensee.

The date of signing the receive-and-acceptance certificate or the date of post stamp on the waybill shall correspondingly be the date of transfer of the documentation.

3.3. If The Licensee at the time of transfer or within 3 (three) months after receiving documentation finds out incompleteness or incorrectness of the documentation received from The Licensor, The Licensor shall have to overhand, within 3 (three) weeks after getting reclamation in writing, the missing documentation or partial shortcomings and to overhand the corrected documentation to The Licensee.

In this case the date of transfer of the missing or the corrected documentation, in correspondence with the provisions of Clause 3.2, sub Clause 2, shall be considered the date of transfer of the documentation.

3.4. The Licensee shall have the right to multiply the documentation for his own needs, observing, however, obligations to ensure confidentiality.

4.Improvements

4.1. Within the life - time of the Agreement The Parties to the Agreement undertake to inform each other, without delay, about all improvements carried out by them relating to "The Patents», "The Licensed Product" and "The Special Production».

4.2. The Parties undertake to offer all above said improvements in the first place to each other. The terms and conditions of transfer of these improvements shall be agreed upon by the Parties additionally.

The improvements created by one of the Parties and protected by patents of Russia or improvements in relation to which applications had been filed with the Patent Service of Russia shall be considered as the property of this Party.

In case of refusal of either Party or non-receiving a reply within 1 (one) month, the Parties shall have the right to offer the Improvements to the third parties.

5. Obligations and Responsibilities

5.1. The Licensor declares that at the time of signing the present Agreement nothing is known to him about the rights of the third persons which might have been infringed by the granting of the License.

5.2. The Licensor declares of technical feasibility of manufacturing «The Licensed Product» at the works of The Licensee as well as of practicability of achieving indices stipulated

by the prevent Agreement it all requirements and instructions. Mechanical, technological and other indices are stated in Specification № 1 which is integral part of this Agreement and has same legal force and effects.

5.3. The Licensor declares that technical documents and other materials to be handed over to The Licensee shall be complete and prepared qualitatively in conformity with the State Standards and with other technical norms* and requirements in force (the Parties may as well specify other requirements for documentation and for other information).

5.4. The Licensee undertakes to manufacture “The Licensed Prodact” in full conformity with the received technical documentation and instructions of The Licensor mo far as inventions are concerned.

5.5. The Party which fails to fulfill the above terms and conditions shall be obligated to compensate to the other Party the losses it has sustained because of this non-fulfillment of the obligations.

5.6. For violation of dates of transfer of technocal documentation and other needful information under clause 2 of the present Agreement The Licensor shall pay to The Licensee a fine to the amount, however, not higher than 50% of lump-sum payment according to the judgment of Arbitration of the defendant.

5.7. The amount of compensation of damages and penalties due under the pesent Agreement, which one of the Party may claim for vilation of provisions of the present Agreement shall not exceed the aggregate amount received or paid under Clause 7 of the Agreement, if the Parties did not agree otherwise.

6. Technical assistance for mastering manufacture of “The Licensed Product”

6.1. The Licensor, when requested by The Licensee, shall send on a mission to the enterprise of The Lisensee the requared number of specialists for rendering technical assistance to The Licensee to masteri manufacture of “The Licensed Product” as well as for training the personnel of The Licensee to methods and practices of manufacturing and use of “The Licensed Product”. The Licensee shall inform The Licensor of its request 2 (two) months in advance of the date of intended departure of the specialists.

6.2. The Licensee shall provide the specialists of The Licensor for the duration of their stay at the enterprise of The Licensee with hotel accommodation with telegraph and telephone communication end other types of service agreed upon.

6.3. All the expenses relating to the sending on the missions of the specialists for the purpose of rendering the necessary technical assistance including payment of the cost of railway or airway tickets from Toronto to the place of destination and return beck, as well as of the cost of remuneration to the specialists, depending on qualification, shall he paid by The Licinsee.

6.4. In case The Licensee addresses th Licinsor witj a request to arrange a visit to the enterprises manufacturing “The Licensed Product” for the purpose of getting knowledge of manufacturing processes and of the equipment at the site, The Licensor shall comply with the request.

6.5. Upon the request of The Licensee and on his account The Licensor shall supply to The Licensee the samples of “The Licensed Product” and of the materials as well as “The Special Equipment» needed for manufacturing “The Licensed Product”

7. Payment

7.1. License fee shall be paid in the form of royalties in the amount ­­­­______% selling price "Licensed Products", set forth in Specification 1 which is integral part of this Contract and has same legal force and effects.

7.2. All payments under this contract shall be construed as payments net in favor of Licensor.
7.3. After termination of the contract of its provisions will apply until such time has not yet been finally settled payments, the obligation for which arose during the period of its validity.

8. Information and Reporting

8.1. The Licensee within 20 (twenty) days following «The Reporting Period» shall submit to The Licensor consolidated accounting data as per the volume of «The Licensed Product» manufactured and sold and of «The Special Production» within the time-limit of "The Reporting Period" as well as information on the selling prices of “The Licensed Product” and «The Special Production».

8.2 The Licensor shall have the right to audit the data relating to the volume of manufacture and sale of «The Licensed Product» as well as «The Special Production» at the enterprises of The Licensee according to consolidated accounting data in conformity with Clause 1.6. of the present Agreement. The Licensee shall undertake to provide possibility for such control.

9. Confidentiality

9.1. The Parties shall undertake to be obliged to keep confidentiality with regard to technical documentation obtained from The Licensor and relating to manufacture of “The Licensed Product” and “The Special Production”.

The Parties shall take all necessary measures to prevent complete or partial divulgation of the said data or to let knowing thereof to the third persons without mutual consent thereto.

9.2. Only those persons from the staff of the enterprises of The Licensee and of its partners for working cooperation who are directly connected with the manufacture of “The Licensed Product” shall be let knowing the handed over documentation.

9.3. In case The Licensee or his partners for working cooperation divulge the data contained in the said documentation. The Licensee shall compensate to The Licensor the damages sustained thereby. The Licensor shall bear similar responsibility.

10. Protection of licensable rights

10.1. The Licensee shall recognize and will recognize in the future the validity of the rights resulting from «The Patents» of The Licensor during ail the time the present Agreement it in force.

10.2. The Licensor shall be committed to keep in force «The Patents» within the entire time of validity of the present Agreement.

If The Licensor intends to stop keeping “The Patents” in force, he shall inform The Licensee thereof in advance.

10.3. The Licensee shall inform The Licensor without delay about cases of unlawful use by the third persons of the inventions covered by patents of The Licensor in “The Territory”.

In case claims are brought against The Licensee on occasion of his infringement of the rights of the third persons in the course of exploiting the License under the present Agreement, The Licensee shall inform The Licensor thereof.

In cither case The Licensor shall be committed to settle the claims or undertake other steps excluding expenses and losses for The Licensee.

10.4 If the Licensee shall come to the conclusion of the feasibility of selling abroad, licenses for the products under license and special products, he shall inform the Licensor and the parties will jointly take appropriate action and agree on the allocation of foreign exchange earnings.

10.5. In case The Licensee comes to a conclusion on expediency and possibility of granting abroad licenses for “The Licensed Product” and “The Special Production”, he shall inform The Licensor thereof and the Parties shall take jointly appropriate steps as well as come to agreement on sharing currency gains.

10.6. In case The Licensee comes to a conclusion on the expediency of exporting «The Licensed Product» and/or «The Special Production» he shall inform The Licensor thereof.

The mode of payment and the currency to be due for The Licensor, in this case, shall be agreed upon by the Parties additionally.

11. Advertising

The Licensee shall have be committed lo indicate in corresponding advertising materials, as well as on «The Licensed Product» and «The Special Production» produced at his enterprises that these products are manufactured under the license of The Licensor. The use by The Licensee of The Licensor's Trademark the Parties shall settle by additional agreement.

12. Settlement of Disputes

12.1. In case of arising disputes between The Licensor and The Licensee on provisions stipulated by the present Agreement, the Parties shall take all measures for settling them through

negotiations between the Parties.

12.2. In case of impossibility of settling the said disputes by negotiations, they shall be

resolved by Arbitration of the defendant.

13. Duration of the Agreement

13.1. The present Agreement is concluded for 5 (five) years and enters into force from the date of its registration in accordance with the established order at Patent Service of Russia.

13.2. Each of the Parties shall have the right to cancel the present Agreement ahead of time by way of directing a written notification thereof, if the other Party fails to fulfill any of the provisions of the present Agreement. However, the Party which has failed to fulfill its commitment, shall be granted 1 (one) month, to rectify the breach of obligations.

13.3. If the present Agreement is invalidated ahead of time for non-fulfillment by The Licensee his obligations, he shall be deprived of the right to use the inventions under Clause 2.1 in any form and shall be obliged to return to «The Licensor» all technical documentation.

13.4. After termination of the present Agreement The Licensee shall have the right to use The Licensor's inventions under Clause 2.1. in the scope provided by the present Agreement, fire of indemnity.

The commitment to keep confidentiality shall be retained.

14. Legal addresses of parties and signatures of responsible persons

Licensor:

Public Limited Company «Union»

Address:

26 Montajnaj Str., Moscow 107497, Russian Federation

INN/ KPP: 4567891234/675439753

Telephone/ Fax: [phone]

Banking details:

Account No. 400499654106

Licensee:

ABC Inc

Address:

1 Alex Manoogian Str., Toronto 0025, Canada

INN/ KPP: 6543218976/334521986

Telephone/ Fax: [phone]

Specification 1

License Agreement of

«09 January 2012»

Дата добавления: 2015-11-04