BRIEF / COLLAPSED
U.S. PATENT LEASE AGREEMENT & PRICE
U.S. PATENT LEASE AGREEMENT & PRICE
This page is meant to define the LEASE price and Initial/Intent Fee. This presentation is written in a simple easy to understand way. A formal agreement will be presented to serious interested organizations.
LEASE/LICENSE AGREEMENT
Tri-Box® is willing to consider granting exclusive and non-exclusive LEASE with a licensing fee limited by duration of time, business segment, or other factor under its patents upon reasonable and non-discriminatory terms and conditions. The fee for use of Tri-Box®’s patents shall be based on an initial/intent fee and licensing fee payable to Tri-Box®. This License is non-transferable and non-sub licensable. Tri-Box® current patent licensing practices is subject to change at anytime, as well as to variation to conform to local laws and regulations.
Tri-Box® is willing to consider granting exclusive and non-exclusive LEASE with a licensing fee limited by duration of time, business segment, or other factor under its patents upon reasonable and non-discriminatory terms and conditions. The fee for use of Tri-Box®’s patents shall be based on an initial/intent fee and licensing fee payable to Tri-Box®. This License is non-transferable and non-sub licensable. Tri-Box® current patent licensing practices is subject to change at anytime, as well as to variation to conform to local laws and regulations.
See LEASE AGREEMENT Price Chart
Agreement for the minimum term of one (1) year or number of years determined by the LEASE Agreement, paid by ASSIGNEE (Licensee) to ASSIGNOR (Licensor). In the event that the first or last business quarter of this LEASE Agreement is a partial quarter, the quarter shall be prorated.
c. Fee. U.S.A. Geographic Region and Division, Exclusive and Non Exclusive LEASE Agreement (All U.S. States and District of Columbia) (one year minimum agreement) ASSIGNEE (Licensee) shall pay a fee to ASSIGNOR (Licensor) for a U.S.A. Geographic Region and Division, Exclusive and Non Exclusive Lease Agreement in the amount of (determined by Region and Division) per calendar year or indicated on the agreement for the minimum term of one (1) year or number of years determined by this Agreement, paid by ASSIGNEE (Licensee) to ASSIGNOR (Licensor) at the beginning of each calendar quarter. In the event that the first or last quarter of this Agreement is a partial quarter, the quarter shall be prorated. Geographic Region to be determined by the Licensor (Tri-Box LLC) hereby grants to the ASSIGNEE (Licensee) the above-defined license to a geographic region of the United States.
Initial/Intent Fee Agreement.
The term “Initial/Intent” Fee is used to refer to the “deposit money” paid by ASSIGNEE that accompany an offer to LEASE the U.S. Patents Nos. 10,233,001, and 11,046,493. The “Initial/Intent” Fee is to cover all cost to enter into this agreement with the ASSIGNEES “good faith” intent to enter into the LEASE agreement. The agreement will provide that the “Initial/Intent” fee money will be forfeited to the ASSIGNOR should the ASSIGNEE default under the terms of an agreement.
Within five (5) business days of execution of this LEASE Agreement, ASSIGNEE shall pay to ASSIGNOR an Initial /Intent Fee of $9,000.00. The ASSIGNOR may withdraw the Tri-Box® Food Carrier U.S. Patent from the market. This Initial/Intent fee money, or good faith money, demonstrates your seriousness about leasing the Tri-Box® Food Carrier U.S. Patents, Intellectual Property.
Non-Refundable "Initial/Intent" Fee/Deposit
ASSIGNEE shall pay a non-refunable "Inital/Intent" fee to ASSIGNOR in the amount of $9,000.00 within five (5) business days of mutual acceptance of the Agreement after the "Effective Date".
4. Term. The term of this License Agreement shall be from the effective date for a minimum period of 1 calendar year or ____ years, subject to the following:
a. ASSIGNOR (Licensee’s) default. The ASSIGNOR (Licensor ) may terminate this Agreement by giving notice thereof to the ASSIGNEE (Licensee) if:
i. The ASSIGNEE (Licensee) makes a general assignment of all or substantially all of its assets for the benefit of creditors; or,
ii. A petition in bankruptcy or under any insolvency law is filed by or against the ASSIGNEE (Licensee) and such petition is not dismissed within sixty (60) days after it has been filed; or,
iii. The ASSIGNEE (Licensee) commits a breach of a material obligation hereunder; provided, however, except for a breach which is a failure to timely make a payment hereunder (in which case the ASSIGNEE (Licensee) shall have 10 days to cure such breach). In the event a breach by the Licensee is capable of being cured, the ASSIGNOR (Licensor ) may not terminate this Agreement unless and until the ASSIGNEE (Licensee) shall have failed to correct such breach within thirty (30) days after it has been served with a notice from the Licensor specifying the breach, requiring its correction, and stating the Licensor’s intention to terminate this Agreement if the breach is not corrected within such thirty (30) day period.
b. Abandonment. Applies to Exclusive Lease Agreement only. If the ASSIGNEE (Licensee) shall abandon the exploitation of the patented improvements by failing for a period of one calendar quarter or 90 days to manufacture at least 1,200 Carriers/Units, the ASSIGNOR (Licensor) may on 30 days’ written notice to the ASSIGNEE (Licensee) terminate this License Agreement and the license granted hereunder, without prejudice to th fees due to the ASSIGNOR (Licensor) hereunder.
5. Derivative Designs. “Derivatives:" means any and all additions, alterations, modifications, design changes, and other improvements to the Carrier/Unit or Units which are individually or jointly developed by ASSIGNOR (Licensor) or ASSIGNEE (Licensee) or any of its subsidiaries during or after the Term of this Agreement. ASSIGNEE (Licensee) hereby agrees to assign and hereby does assign all Derivatives to ASSIGNOR (Licensor), and agrees to execute any documents required to perfect the transfer of said assignment from ASSIGNEE (Licensee) to ASSIGNOR (Licensor.)
6. Notice. Any notice to be given pursuant to the terms of this License Agreement shall be addressed as follows:
If to Licensee:
[INFORMATION ON ASSIGNEE (Licensee)]
Attention: __________________________
If to ASSIGNOR (Licensor):
FURIO INTELLECTUAL PROPERTY, LLC
180 S. Western Ave., Suite 310
Carpentersville, Il 60110
Attention: Sante Furio, President
7. Choice of Law. Any and all matters of dispute between the parties to this Agreement, whether arising from the Agreement itself or arising from alleged extra-contractual facts prior to, during or subsequent to the Agreement, including, without limitation, fraud, misrepresentation, negligence or any other alleged tort or violation of the Agreement, shall be governed by, construed, and enforced in accordance with the laws of the State of Illinois, not including its choice of laws rules, but including its statutes of limitations, regardless of the legal theory upon which such matter is asserted. The parties hereby agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
8. Fully Integrated Agreement; Negation of Trade Usage and Course of Dealing. The parties intend this statement of their Agreement to constitute the complete, exclusive and fully integrated statement of their agreement. As such, it is the sole repository of their agreement and they are not bound by any other agreements of whatsoever kind or nature. The parties also intend that this complete, exclusive and fully integrated statement of their agreement may not be supplemented or explained (interpreted) by any evidence of trade usage or course of dealing.
9. Other Rights. Nothing contained in this Agreement shall be construed as conferring by implication, estoppel, or otherwise upon either party any license or other right except the licenses and rights expressly granted hereunder to that party.
10. Acceptance. Each party hereby accepts the licenses and rights granted to it by a party under this Agreement subject to all of the terms and conditions of this Agreement.
11. Venue; Submission to Jurisdiction. Each of the Parties submits to the exclusive jurisdiction of any state or federal court sitting in DuPage County, Illinois for any action or proceeding arising out of or relating to this Agreement. The Parties agree that all claims in respect of the action or proceeding may be heard and determined in any such court, and the Parties agree not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the Parties hereby waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought.
12. Attorney's Fees. If either Party hereto commences any action against the other Party to enforce any of the terms hereof or due to the breach by such other Party of any of the terms hereof, the Licensor shall be entitled, in addition to any other relief granted, to all actual out-of-pocket costs and expenses incurred by Licensor in connection with such action, including without limitation all reasonable attorneys' fees. A right to such costs and expenses shall be deemed to have accrued upon the commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.
13. Authority; Entire Agreement; No Waiver. Each Party represents and warrants that it has authorized the persons signing below to execute this Agreement and legally bind that Party. Each Party recognizes that this Agreement and any exhibits or attachments hereto is the entire agreement on the subject matter herein and supersedes any prior agreements, oral or written, between the Parties regarding this subject matter. This Agreement may only be modified or amended through a writing signed by both Parties. No failure or delay by either Party to assert any right or remedy arising from the other Party's breach of this Agreement shall be construed as a waiver or a continuing waiver of such rights or remedies. All waivers must be in writing and specify the rights or remedies waived.
14. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties who enter into it and does not create any rights on the part of any third party.
15. Headings and Construction. The captions contained in this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. The language of this Agreement shall be construed as to its fair meaning and not strictly for or against any party.
Agreement for the minimum term of one (1) year or number of years determined by the LEASE Agreement, paid by ASSIGNEE (Licensee) to ASSIGNOR (Licensor). In the event that the first or last business quarter of this LEASE Agreement is a partial quarter, the quarter shall be prorated.
c. Fee. U.S.A. Geographic Region and Division, Exclusive and Non Exclusive LEASE Agreement (All U.S. States and District of Columbia) (one year minimum agreement) ASSIGNEE (Licensee) shall pay a fee to ASSIGNOR (Licensor) for a U.S.A. Geographic Region and Division, Exclusive and Non Exclusive Lease Agreement in the amount of (determined by Region and Division) per calendar year or indicated on the agreement for the minimum term of one (1) year or number of years determined by this Agreement, paid by ASSIGNEE (Licensee) to ASSIGNOR (Licensor) at the beginning of each calendar quarter. In the event that the first or last quarter of this Agreement is a partial quarter, the quarter shall be prorated. Geographic Region to be determined by the Licensor (Tri-Box LLC) hereby grants to the ASSIGNEE (Licensee) the above-defined license to a geographic region of the United States.
Initial/Intent Fee Agreement.
The term “Initial/Intent” Fee is used to refer to the “deposit money” paid by ASSIGNEE that accompany an offer to LEASE the U.S. Patents Nos. 10,233,001, and 11,046,493. The “Initial/Intent” Fee is to cover all cost to enter into this agreement with the ASSIGNEES “good faith” intent to enter into the LEASE agreement. The agreement will provide that the “Initial/Intent” fee money will be forfeited to the ASSIGNOR should the ASSIGNEE default under the terms of an agreement.
Within five (5) business days of execution of this LEASE Agreement, ASSIGNEE shall pay to ASSIGNOR an Initial /Intent Fee of $9,000.00. The ASSIGNOR may withdraw the Tri-Box® Food Carrier U.S. Patent from the market. This Initial/Intent fee money, or good faith money, demonstrates your seriousness about leasing the Tri-Box® Food Carrier U.S. Patents, Intellectual Property.
Non-Refundable "Initial/Intent" Fee/Deposit
ASSIGNEE shall pay a non-refunable "Inital/Intent" fee to ASSIGNOR in the amount of $9,000.00 within five (5) business days of mutual acceptance of the Agreement after the "Effective Date".
4. Term. The term of this License Agreement shall be from the effective date for a minimum period of 1 calendar year or ____ years, subject to the following:
a. ASSIGNOR (Licensee’s) default. The ASSIGNOR (Licensor ) may terminate this Agreement by giving notice thereof to the ASSIGNEE (Licensee) if:
i. The ASSIGNEE (Licensee) makes a general assignment of all or substantially all of its assets for the benefit of creditors; or,
ii. A petition in bankruptcy or under any insolvency law is filed by or against the ASSIGNEE (Licensee) and such petition is not dismissed within sixty (60) days after it has been filed; or,
iii. The ASSIGNEE (Licensee) commits a breach of a material obligation hereunder; provided, however, except for a breach which is a failure to timely make a payment hereunder (in which case the ASSIGNEE (Licensee) shall have 10 days to cure such breach). In the event a breach by the Licensee is capable of being cured, the ASSIGNOR (Licensor ) may not terminate this Agreement unless and until the ASSIGNEE (Licensee) shall have failed to correct such breach within thirty (30) days after it has been served with a notice from the Licensor specifying the breach, requiring its correction, and stating the Licensor’s intention to terminate this Agreement if the breach is not corrected within such thirty (30) day period.
b. Abandonment. Applies to Exclusive Lease Agreement only. If the ASSIGNEE (Licensee) shall abandon the exploitation of the patented improvements by failing for a period of one calendar quarter or 90 days to manufacture at least 1,200 Carriers/Units, the ASSIGNOR (Licensor) may on 30 days’ written notice to the ASSIGNEE (Licensee) terminate this License Agreement and the license granted hereunder, without prejudice to th fees due to the ASSIGNOR (Licensor) hereunder.
5. Derivative Designs. “Derivatives:" means any and all additions, alterations, modifications, design changes, and other improvements to the Carrier/Unit or Units which are individually or jointly developed by ASSIGNOR (Licensor) or ASSIGNEE (Licensee) or any of its subsidiaries during or after the Term of this Agreement. ASSIGNEE (Licensee) hereby agrees to assign and hereby does assign all Derivatives to ASSIGNOR (Licensor), and agrees to execute any documents required to perfect the transfer of said assignment from ASSIGNEE (Licensee) to ASSIGNOR (Licensor.)
6. Notice. Any notice to be given pursuant to the terms of this License Agreement shall be addressed as follows:
If to Licensee:
[INFORMATION ON ASSIGNEE (Licensee)]
Attention: __________________________
If to ASSIGNOR (Licensor):
FURIO INTELLECTUAL PROPERTY, LLC
180 S. Western Ave., Suite 310
Carpentersville, Il 60110
Attention: Sante Furio, President
7. Choice of Law. Any and all matters of dispute between the parties to this Agreement, whether arising from the Agreement itself or arising from alleged extra-contractual facts prior to, during or subsequent to the Agreement, including, without limitation, fraud, misrepresentation, negligence or any other alleged tort or violation of the Agreement, shall be governed by, construed, and enforced in accordance with the laws of the State of Illinois, not including its choice of laws rules, but including its statutes of limitations, regardless of the legal theory upon which such matter is asserted. The parties hereby agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
8. Fully Integrated Agreement; Negation of Trade Usage and Course of Dealing. The parties intend this statement of their Agreement to constitute the complete, exclusive and fully integrated statement of their agreement. As such, it is the sole repository of their agreement and they are not bound by any other agreements of whatsoever kind or nature. The parties also intend that this complete, exclusive and fully integrated statement of their agreement may not be supplemented or explained (interpreted) by any evidence of trade usage or course of dealing.
9. Other Rights. Nothing contained in this Agreement shall be construed as conferring by implication, estoppel, or otherwise upon either party any license or other right except the licenses and rights expressly granted hereunder to that party.
10. Acceptance. Each party hereby accepts the licenses and rights granted to it by a party under this Agreement subject to all of the terms and conditions of this Agreement.
11. Venue; Submission to Jurisdiction. Each of the Parties submits to the exclusive jurisdiction of any state or federal court sitting in DuPage County, Illinois for any action or proceeding arising out of or relating to this Agreement. The Parties agree that all claims in respect of the action or proceeding may be heard and determined in any such court, and the Parties agree not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the Parties hereby waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought.
12. Attorney's Fees. If either Party hereto commences any action against the other Party to enforce any of the terms hereof or due to the breach by such other Party of any of the terms hereof, the Licensor shall be entitled, in addition to any other relief granted, to all actual out-of-pocket costs and expenses incurred by Licensor in connection with such action, including without limitation all reasonable attorneys' fees. A right to such costs and expenses shall be deemed to have accrued upon the commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.
13. Authority; Entire Agreement; No Waiver. Each Party represents and warrants that it has authorized the persons signing below to execute this Agreement and legally bind that Party. Each Party recognizes that this Agreement and any exhibits or attachments hereto is the entire agreement on the subject matter herein and supersedes any prior agreements, oral or written, between the Parties regarding this subject matter. This Agreement may only be modified or amended through a writing signed by both Parties. No failure or delay by either Party to assert any right or remedy arising from the other Party's breach of this Agreement shall be construed as a waiver or a continuing waiver of such rights or remedies. All waivers must be in writing and specify the rights or remedies waived.
14. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties who enter into it and does not create any rights on the part of any third party.
15. Headings and Construction. The captions contained in this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. The language of this Agreement shall be construed as to its fair meaning and not strictly for or against any party.