NoseRing® TECHNOLOGY LICENSE
As noted above, this isn’t a sale of goods, but is instead sale of a License to receive retain and use a NoseRing® Tool, so long as You continue to abide by the terms of this License. SUPERIOR SHOOTING SYSTEMS, INC. (hereinafter “LICENSOR”) has intellectual property rights including Patent rights on the structure and method for using the NoseRing® Tool as well as Copyright on content and Trademark rights on the mark NoseRing®. You, the License Buyer (“LICENSEE”) upon completion of the Agreement will receive one NoseRing® Tool and be licensed solely for private non-commercial use of the NoseRing® Tool. You may retain possession of that licensed NoseRing® Tool for as long as this Agreement’s Terms and Conditions are met (e.g., so you or your heirs, as LICENSEE, may keep and use the tool to treat bullets for your own use, indefinitely).
You, as a License Buyer (“LICENSEE”) are licensed to use the NoseRing® Tool to make NoseRing® enhanced projectiles (i.e., “Licensed Products”) solely private non-commercial use, at Your risk and expense. In the event a Licensed NoseRing® Tool requires repair or replacement, You shall notify LICENSOR and arrange to return the Licensed NoseRing® Tool for repair or replacement. In no event shall the Licensed NoseRing® Tool be sold, given or otherwise transferred to an Unlicensed third party.
THIS AGREEMENT is made as of the date of this transaction by and between SUPERIOR SHOOTING SYSTEMS, INC. (a Texas Corporation, P.O. Box 1211, Canadian, TX 79014, hereinafter “LICENSOR”), and You, your heirs and successors (hereinafter “LICENSEE”), collectively the “PARTIES”).
W I T N E S S E T H:
WHEREAS, LICENSOR is engaged in the business of designing and developing Ammunition systems and products in the nature of Projectiles and Methods for creating long-range/precision rifle ammunition with superior ballistic performance, and has, over the years, acquired and developed substantial and valuable technical knowledge, know-how, and experience in the design and development of such systems and products including a development entitled “Enhanced Nose Ring Projectile, Cartridge and Method for creating long-range/precision rifle ammunition with more uniform shot-to-shot external ballistic performance“ as set forth in US and foreign Patents Pending (collectively referred to as the “NoseRing® Technology” which is covered by patent, copyright, trademark and other Intellectual Property rights); and
WHEREAS, LICENSEE desires to utilize the NoseRing® Technology and a NoseRing® Tool solely to process projectiles and make NoseRing® enhanced projectiles for private, non-commercial use; and
WHEREAS, LICENSOR and LICENSEE desire to enter into an agreement whereby LICENSEE would use LICENSOR’s NoseRing® Technology and tool to prepare NoseRing® enhanced projectiles (e.g., Licensed Products) solely for private non-commercial use (i.e., not to prepare projectiles for resale to others).
NOW, THEREFORE, in consideration of the premises and the mutual covenants of this Agreement, the parties hereto agree as follows:
A. LICENSOR hereby grants to LICENSEE, for the Term of this Agreement a Conditional nonexclusive, non-assignable, right and License to use the NoseRing® Tool and Technology in order to manufacture, process and prepare NoseRing® enhanced projectiles (i.e., “Licensed Products”). This License explicitly does not and shall never include the right to sell NoseRing® enhanced projectiles or copies of or components of the NoseRing® Tool to anyone.
B. No right or license is being conveyed to LICENSEE to (a) export Licensed Products to any third party as part of a sale or for any commercial purpose, or (b) to use any of LICENSOR’s trademarks, including without limitation the NoseRing® mark in connection with any commercial transaction or offer for sale of projectiles, ammunition or related goods or services.
C. The LICENSEE has no right to and shall not grant sub-licenses to third parties under this Agreement.
D. The Licensed Products include Know-How and related Technology:
The Licensed Products comprise the NoseRing® tool as well as G. David Tubb’s “Nose Ring” bullets, (namely, G. David Tubb’s Enhanced Nose Ring Projectiles, Cartridges and the Method for creating long-range/precision rifle ammunition with more uniform shot-to-shot external ballistic performance, (Patent Pending). In the event LICENSOR is granted one or more patents on said Licensed Products, Know-How and Technology, LICENSEE’s Licensed rights will include the right to make and use said Licensed Products, whether (a) covered by said patent(s) or (b) not patented but subject to LICENSOR’s trade secrets (Know-How) on said Technology. The Parties agree that no “first sale doctrine” patent rights convey with this License, as this Agreement is NOT for a sale of goods.
This Agreement shall be effective as of the date of online order or “click-through” by LICENSEE and shall extend for as long as said LICENSEE continues to honor their obligations to (a) use the NoseRing® Tool and Technology solely to manufacture, process and prepare NoseRing® enhanced projectiles (“Licensed Products”) for private, non-commercial uses, and (b) to take all reasonable steps to prevent commercial use of the Licensed NoseRing® tool make NoseRing® enhanced projectiles for sale to others or make copies of or components of the NoseRing® Tool (the “Term”).
If LICENSEE sells any Licensed Products (i.e., the NoseRing® tool, components thereof or NoseRing® enhanced projectiles) to any third party, this LICENSE Agreement shall be terminated and the NoseRing® tool shall be returned to LICENSOR.
LICENSEE’s obligations under this Agreement shall survive expiration or termination of this Agreement and will continue for so long as LICENSEE continues to possess or control the NoseRing® tool or Licensed Products. LICENSEE agrees to use reasonable efforts to avoid defacing the NoseRing® tool’s markings, including the trademark indicia and the tool’s seral number identification markings.
3. RECORD INSPECTION
A. LICENSOR shall have the right, upon reasonable notice, to inspect LICENSEE’s records, documents and material in LICENSEE’s possession or control with respect to the subject matter of this Agreement. LICENSOR shall have free and full access thereto for such purposes and may make copies thereof.
B. In the event that such inspection reveals a breach of LICENSEE’s obligations, LICENSEE shall reimburse LICENSOR for the costs arising from said breach and costs of such inspection.
A. Beginning upon the effective date of this Agreement, LICENSOR shall provide LICENSEE with enabling instructions relating to the Licensed Technology including such proprietary and confidential or Copyright protected information, specifications and know-how relating to the set-up and use of said NoseRing® Tool which LICENSOR believes LICENSEE may require in order to make said NoseRing® enhanced projectiles.
B. LICENSEE recognizes that said NoseRing® Technology is the property of LICENSOR, some of which comprises Unpublished product development trade secrets. Accordingly, LICENSEE shall not, without the prior express written consent of LICENSOR, during the term of this Agreement and for seven  years thereafter, disclose or reveal to any third party or utilize for its own benefit other than pursuant to this Agreement, any such Unpublished product development trade secrets when provided by LICENSOR concerning updates or changes to Products, methods designs or test data, provided that such information was not previously known to LICENSEE or to the general public. LICENSEE further agrees to take all reasonable precautions to preserve the confidentiality of LICENSOR’S Unpublished product development trade secrets and shall assume responsibility that its employees, sublicensees and/or assignees will similarly preserve this information against third parties. The provisions of this clause shall survive termination of this Agreement.
C. LICENSOR represents and warrants that it has the right and power to grant the licenses granted herein and that there are no other agreements with any other party in conflict with such grant.
D. LICENSOR further represents and warrants that it has no actual knowledge that the Technology infringes any valid rights of any third party, but LICENSOR makes no further warranty relating to possible third party IP infringement claims which may arise from LICENSEE’s use of said Licensed Products.
LICENSOR’s Technology is the subject of US and foreign pending patent applications and is also described and illustrated in said Unpublished product development trade secrets (e.g., confidential, proprietary materials protected as trade secrets). During the term of this Agreement, there may be new technical improvements and/or inventions relating to the Technology and/or the Licensed Products. All such improvements and/or inventions are and shall remain the property of LICENSOR. If such improvement and/or invention is later incorporated in an improved or modified product by LICENSOR, such improved product shall be subject to the terms of this Agreement.
For any Confidential Information NOT relating to LICENSOR’s Technology or the Licensed Products, the Parties agree that absent a prior written amendment to this Agreement, neither Party (as Recipient of Confidential Information) shall make use of any of Disclosing Party’s Confidential Information in connection with preparing or filing a US or foreign patent application, including any application that would constitute a "derived patent" as that term is (as of March 16, 2013) understood within the meaning of 35 USC § 291(a), and each Recipient covenants not to file any patent application based on Confidential Information of the Disclosing Party including but not limited to a patent that constitutes a derived patent as described above.
6. TOOLS and MACHINERY
Where applicable and if required, at the request of LICENSEE, LICENSOR may supply and/or cause to be supplied to LICENSEE such necessary NoseRing® Tool components, equipment or other materials as is required to make Licensed Products when available to LICENSOR.
7. TECHNICAL INFORMATION
LICENSOR represents that the technical information and assistance relating to the NoseRing® Technology conveyed under this Agreement shall be provided with reasonable care. The Parties understand, however, that this technology and the Licensed products are the result of ongoing research and that manufacturing or processing projectiles and related components for use in firearms are inherently risky and potentially dangerous activities. You will receive a NoseRing® Tool and said NoseRing® Technology and become solely responsible for its use. The LICENSOR cannot guarantee said NoseRing® Technology to be safe, so You, as LICENSEE agree to indemnify and hold LICENSOR harmless in the event of any harm allegedly resulting from use of said Licensed Products and NoseRing® Technology.
8. LICENSEE’s OBLIGATIONS
A. LICENSEE represents that it has the knowledge and resources which will enable them to
safely use the NoseRing® Tool and Technology in order to manufacture, process and prepare NoseRing® enhanced projectiles (e.g., Licensed Products) and that it shall, during and after the term of this Agreement, use its best efforts to promote safe and lawful use of the Licensed Products. LICENSEE further agrees that it will, in good faith and with reasonable diligence, conduct all NoseRing® processing operations including use of Licensed Products in accordance with the highest safety standards and make best use their skill and resources in such efforts.
B. LICENSEE shall, in the event a Licensed NoseRing® Tool requires repair or replacement, notify LICENSOR and arrange to return the Licensed NoseRing® Tool for repair or replacement. LICENSEE also agrees to use reasonable efforts to avoid defacing the NoseRing® tool’s markings, including the trademark indicia and the tool’s seral number identification markings.
C. LICENSEE shall fully comply with relevant laws of the applicable countries when making and using and shipping the Licensed Products.
9. POST TERMINATION RIGHTS
Upon the expiration or termination of this Agreement, all rights granted to LICENSEE under this Agreement shall forthwith terminate and immediately revert to LICENSOR and LICENSEE shall discontinue all use of the NoseRing® Technology. The Parties agree that No “first sale doctrine” Patent License is granted to Licensee in this Agreement, and that use of the NoseRing® technology after Termination of this Agreements shall be deemed an Unlicensed use.
10. AGREEMENT BINDING ON SUCCESSORS
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and heirs.
No waiver by LICENSOR of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
By signing this Agreement, the parties acknowledge that they have read this Agreement, that they understand it and intend to fulfill each and every promise, that they understand that this is a legally binding contract, and that they have received a copy of this Agreement.
14. INJUNCTIVE RELIEF
If LICENSEE breaches the covenants contained in this License, LICENSOR will be entitled to obtain injunctive or other equitable relief to restrain any breach or threatened breach or otherwise to specifically enforce the provisions of this License, it being agreed that money damages alone would be inadequate to compensate LICENSOR and would be an inadequate remedy for such breach. In the event of a breach by LICENSEE of any covenant set forth herein, the term of such covenant will be extended by the period of the duration of such breach. Nothing herein shall be construed as prohibiting LICENSOR from pursuing any other remedies, in addition to the injunctive relief available under this License, for such breach or threatened breach, including the recovery of damages from LICENSEE.
This License Agreement constitutes the understanding of the Parties and supersedes contrary assertions by anyone, however communicated. It shall not be modified or amended except in writing signed by the LICENSOR and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.