kaexhibit1001.htm - Generated by SEC Publisher for SEC Filing










 








Exhibit
10.01


LICENSE AGREEMENT


This
License Agreement (the “Agreement”) is made effective as of __________________,
2010 (“Effective Date”) between:


GSN DREAMWORKS, INC.


an Ontario corporation with its head office located at



103 Metig Street, Sault Ste. Marie, ON, P6A 5K9 (“Licensor”)


 


and


 


ABC ACQUISITION CORP.,


a Nevada corporation with its head office located at 


375 N. Stephanie St., Ste 1411, Henderson, Nevada
89014-8909 (“Licensee”)


 


WHEREAS:


 


A.        Licensor
has developed a certain technology (the “Technology”) which includes
and/or incorporates the techniques, rights and other elements described more
fully in Schedule A and in the documents and instruments identified
therein and can be used to assess tracts of land for carbon-credit values
anywhere in the world; and 


 


B.         Licensee
wishes to license the use of the Technology for assessing tracts of land to
determine carbon-credit values and other potential values (the “Use”), and
Licensor has agreed to license the Technology for such Use, pursuant to the terms
of this Agreement.


 


NOW
THEREFORE, for and in consideration
of the foregoing and of the mutual covenants and promises hereinafter
contained, and in further consideration from each Party to the other given, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereto
agree and understand as follows:


 


1.                 
DEFINITIONS. In this Agreement, the following terms shall have the
meanings set out below:


 


“Affiliate”
means, with respect to any Person, any other Person who directly or indirectly
controls, is controlled by, or is under direct or indirect common control with,
such Person, and includes any Person in like relation to an Affiliate. A Person
shall be deemed to control a Person if such Person possesses, directly or
indirectly, the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by
contract or otherwise; and the term “controlled” and “controlling” shall have a
similar meaning;


 


“Business
Day” means any day, from 9:00 a.m. to 5:00 p.m., which is not a Saturday,
Sunday or a statutory federal or provincial holiday in the Province of Ontario;


 


“Confidential
Information” means all data and information relating to the business and
management of either Party, including the Technology, trade secrets, technology
and accounting records to which access is obtained hereunder by the other
Party, and any materials provided by Licensor to Licensee; provided,
that Confidential Information shall not include any data or information which:


 


(i)         is
or becomes publicly available through no fault of the other Party;


(ii)        is
already in the rightful possession of a Party prior to its receipt from the
other Party;









 










 








 








(iii)       is already known to the receiving Party at
the time of its disclosure to the receiving Party by the disclosing Party, and
is not the subject of an obligation of confidence of any kind;


(iv)       is
rightfully obtained by the other Party from a third party;


(v)        is
disclosed with the written consent of the Party whose information it is; or


(vi)       is
disclosed pursuant to court order or other legal compulsion; 


 


“Laws”
means all federal, provincial, territorial, municipal and local statues,
regulations and by-laws applicable to Licensor, Licensee, or the license, as
the case may be, regarding the use of the Technology, and all orders, notices,
rules, decisions, codes, guidelines, policies, directions, permits, approvals,
licenses and similar authorizations issued, rendered or imposed by any level of
government including any ministry, department or administrative or regulatory
agency or authority;


 


“Modifications”
means any enhancements, changes, corrections, improvements, translations,
adaptations, revisions, developments, upgrades or updates to the Technology;
and “Modify” shall mean the creation of any of the foregoing;


 


“Parties”
means both Licensor and Licensee and “Party” means either one of them as
the context requires;


 


“Person”
includes an individual, sole proprietorship, corporation, limited liability
corporation, not-for-profit corporation, partnership, trust, association, joint
venture, unincorporated organization, the Crown or any agency or
instrumentality thereof and any other judicial entity recognized by law; and


 


“Technology”
means the technology more fully described in Schedule A, including any
Modifications that Licensor may provide to Licensee.


 


Other
capitalized terms used in this Agreement but not defined in this Section 1
shall have the meanings set forth elsewhere in this Agreement.


 


2.                 
LICENSE. Subject to the terms of this Agreement, Licensor
hereby licenses to Licensee, for the use of Licensee, an irrevocable, non-transferable
and exclusive right to apply and exploit the Technology in connection with the
Use, either in Canada and elsewhere in the world, the foregoing being subject
to the terms and conditions set forth in this Agreement.


 


3.                 
LICENSE RESTRICTIONS. Except as otherwise provided in section 2 above,
Licensee shall not: 


 


(i)                
distribute, export, transmit, make
Modifications to, transfer, adapt, loan, rent, lease, assign, sub-license or
make available to another Person, the Technology, in any way, in whole or in
part;


(ii)              
use the Technology unless the Use
complies with applicable Laws; 


(iii)            
allow the Use of the Technology by
any third parties not authorized, pursuant to the terms of this Agreement, to use
the Technology; or


(iv)            
otherwise use the Technology
except as authorized herein. 


 


Licensee agrees to take all reasonable precautions to
prevent third parties from using the Technology in any way that would
constitute a breach of this Agreement including, without limitation, such
precautions as Licensee would otherwise take to protect its own proprietary
software or information.


 


4.                 
SUPPORT. Licensor will use commercially reasonable efforts to
provide Licensee ongoing support for the Technology, Licensee’s license and the
Use during the term of the Agreement, it being understood that
if such support at any time requires or is expected to require material amounts
of time, attention and resources from Licensor, then the parties will enter
into a separate consulting agreement governing the terms and conditions for
such support and any additional remuneration payable by Licensee to Licensor
therefor.







Ex 10.01  -  2




 










 








 










 


5.                 
ROYALTIES. Licensee shall pay to Licensor a royalty of 2.5% (the
“Royalty”) shall be paid to Licensor on any revenue earned by Licensee
from the Use of the License; provided that in lieu of paying such
royalty on the first $225,000 of revenue earned by Licensee from the Use of the
License, Licensee shall pre-pay the royalty on such revenue by issuing and
delivering to Licensor 18,750,000 common shares of Licensee, valued at $0.0003
per share (therefore having a value of $5,625).


 


6.                 
LICENSOR’S LIMITED
REPRESENTATIONS AND WARRANTIES. Licensor
represents and warrants:


 


(i)                
Licensor has the authority to
enter into this Agreement, is the owner of the Technology and has the right to
grant all of the license rights herein;


 


(ii)              
all technology, know-how or other
intellectual property that is owned or controlled by Licensor and that is or
could reasonably be expected to be necessary or beneficial to operation and
exploitation of the Technology in connection with the Use has been included in
the Technology; and


 


(iii)            
Licensor has not granted any
rights or licenses to the whole or any part of the Technology, or any other
intellectual property or technology, that would conflict with this Agreement.


 


7.                 
OWNERSHIP. The Parties acknowledge and agree that as between the
Parties, Licensor shall be the owner of all intellectual property rights in the
Technology, as well as all related Modifications, written materials, logos,
trademarks, trade names, copyright, patents, trade secret and moral rights,
registered or unregistered. No proprietary interests or title in or to the
intellectual property in the Technology or any Modifications is transferred to
Licensee by this Agreement. Licensor reserves all rights not expressly licensed
to Licensee under section 2. 


 


8.                 
INDEMNIFICATION.


 


(i)                
Licensor agrees to indemnify
Licensee from any and all third party claims, damages, losses or expenses
(including without limitation, punitive damages, court costs, arbitration fees,
penalties, fines, amounts paid in settlement of claims, and reasonable legal
fees) (hereinafter referred to as the “Losses”) which Licensee or any of
its respective officers or directors, may become liable for as a result of, or
in connection with, any third party claim asserted against Licensee to the
extent such claim is based upon a contention that the Technology, or any
portion thereof, used within the scope of this Agreement infringes any patents,
copyrights, trade secrets, trademarks or other intellectual property rights of
any third party; provided that Licensee has notified Licensor in writing
of such claim within ten (10) days of a responsible officer of Licensee becoming
aware of such claim.  Licensee agrees that Licensor has the right to defend the
foregoing claims; and provided further that if Licensee has notified
Licensor in writing of such claim and Licensor does not take reasonable actions
to vigorously defend such claims within ten (10) days of such notice, Licensee
may defend such actions in the place and stead of, and at the expense of,
Licensor, with Licensee being entitled to reimbursement of the costs reasonably
incurred in so doing and/or to deduct such costs from outstanding and/or future
Royalty payments.


 


(ii)              
Licensor agrees to indemnify
Licensee from any and all Losses which Licensee or any of its respective
officers or directors may become liable for as a result of, or in connection
with, any third party claim asserted against Licensee
to the extent such claim is based upon a use or application of the Technology
by any party other than Licensee; provided that Licensee has notified
Licensor in writing of such claim within ten (10) days of a responsible officer
of Licensee becoming aware of such claim.  Licensee agrees that Licensor has
the right to defend the foregoing claims; provided that if Licensee has
notified Licensor in writing of such claim and Licensor does not take
reasonable actions to vigorously defend such claims within ten (10) days of
such notice, Licensee may defend such actions in the place and stead of, and at
the expense of, Licensor, with Licensee being entitled to reimbursement of the
costs reasonably incurred in so doing and/or to deduct such costs from
outstanding and/or future Royalty payments.







Ex 10.01  -  3




 










 








 










 


(iii)            
Subject to paragraphs (i) and (ii)
of this Section 8, Licensee agrees to indemnify Licensor from any and all Losses
which Licensor or any of its respective officers or directors may become liable
for as a result of, or in connection with, any third party claim asserted
against Licensor to the extent such claim is based upon Licensee’s operation or
exploitation of the Technology within the Use, or Licensee’s use of the
Technology in material breach of this Agreement.  Licensor agrees that Licensee
has the right to defend the foregoing claims; provided that if Licensor
has notified Licensee in writing of such claim and Licensee does not take
reasonable actions to vigorously defend such claims within ten (10) days of
such notice, Licensor may defend such actions in the place and stead of, and at
the expense of, Licensee.


 


(iv)            
If the Technology or any portion
thereof is held to constitute an infringement of another Person’s rights, and
use thereof is enjoined, Licensor shall, at its election and expense, either:


 


a.                  
procure the right to use the
infringing element of the Technology; or


b.                 
replace or modify the element of
the Technology, so that the infringing portion is no longer infringing and
still performs the same function without any material loss of functionality; and


c.                  
make every reasonable effort to
correct the situation with minimal effect upon the operations of Licensee.


 


Notwithstanding the foregoing, Licensor shall have no
liability for any claim of infringement based on Use of other than a current,
unaltered release of the Technology available from Licensor if such
infringement would have been avoided by the use of a current, unaltered release
of the Technology. 


 


9.                 
CONFIDENTIALITY. Each of Licensor and Licensee shall use reasonable
efforts (and, in any event, efforts that are no less than the efforts used to
protect its own Confidential Information) to protect from disclosure such
information that is the Confidential Information of the other. Each of Licensor
and Licensee shall divulge such Confidential Information only to its employees
or agents who require access to it for the purposes of this Agreement or as
otherwise provided in this Agreement. Each of Licensor and Licensee (the “Indemnifying
Party”) agree to indemnify the other (the “Indemnified Party”) for
all Losses incurred by the Indemnified Party as a result of a failure of the
Indemnifying Party to comply with its obligations under this section 9; provided
that the Indemnified Party has given prompt notice of any such claim and, to
the extent that a claim may lie against a third party for the unauthorized
disclosure of such Confidential Information, the right to control and direct
the investigation, preparation, action and settlement of each such claim; and
further provided that the Indemnified Party reasonably co-operates with
the Indemnifying Party in connection with the foregoing and provides the
Indemnifying Party with all information in the Indemnified Party’s possession
related to such claim and such further assistance as reasonably requested by
the Indemnifying Party.


 


10.             
LIMITATION OF LIABILITY. The limitation of liability provisions of this
Agreement reflect an informed voluntary allocation of the risks (known and
unknown) that may exist in connection with the licensing
of the Technology hereunder by Licensor, and such voluntary risk allocation
represents a material part of the Agreement reached between Licensor and
Licensee.







Ex 10.01  -  4




 










 








 










 


(A)             
THE TECHNOLOGY IS NOT GUARANTEED
AND IS PROVIDED “AS IS”, AND LICENSOR GIVES NO OTHER REPRESENTATIONS,
WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION WARRANTIES AS TO UNINTERRUPTED OR ERROR FREE OPERATION,
MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING
BY STATUTE OR OTHERWISE, OR FROM A COURSE OF DEALING OR USAGE OF TRADE.


 


(B)             
IN NO EVENT SHALL LICENSOR OR
LICENSEE, OR THEIR RESPECTIVE AFFILIATES AND THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES AND AGENTS BE LIABLE TO THE OTHER PARTY FOR ANY CLAIM FOR:
(i) PUNITIVE, EXEMPLARY, OR AGGRAVATED DAMAGES, (ii) DAMAGES FOR LOSS OF
PROFITS OR REVENUE, FAILURE TO REALIZE EXPECTED SAVINGS OR LOSS OF USE; (iii)
INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES;
(iv) CONTRI­BUTION, INDEMNITY OR SET-OFF IN RESPECT OF ANY CLAIMS AGAINST
LICENSEE; (v) ANY DAMAGES WHATSOEVER RELATING TO THIRD-PARTY PRODUCTS OR
SERVICES; OR (vi) ANY DAMAGES WHATSOEVER RELATING TO INTER­RUPTION, DELAYS,
ERRORS OR OMISSIONS.


 


11.             
TERM AND TERMINATION. The term of this Agreement shall be for five (5) years
(the “Initial Term”) and, provided that at the end of the Initial Term,
and later at the end of each Renewal Term (as defined in this section) Licensee
has paid all Royalties owing hereunder, the Agreement shall automatically renew
for successive terms of five (5) years (each a “Renewal Terms”) unless
terminated by Licensee in writing not less than thirty (30) days prior to the
expiration of the Initial Term or any Renewal Term (the “Term”).


 


Either
Party shall have the right on prior written notice to the other Party to
terminate this Agreement if:


 


(i)                
the other Party fails to pay an
amount to the other when due hereunder and such breach is not cured within
thirty (30) days after written notice of such breach is given to it by the
other Party;


(ii)              
the other Party files a voluntary,
or consents to an involuntary, petition in bankruptcy or insolvency or petitions
for reorganization under any bankruptcy law (and such is not dismissed within
ten (10) days);


(iii)            
there is an order, judgment or
decree by a court of competent jurisdiction, upon the application of a
creditor, approving a petition seeking reorganization or appointing a receiver,
trustee or liquidator of all or a substantial part of the other Party’s assets
and such order, judgment or decree continues in effect for a period of thirty
(30) consecutive days; or


(iv)            
the other Party fails to perform
any of the other material obligations set forth in this Agreement and such
default: (i) in the case of a default which is remediable continues for a
period of thirty (30) days after written notice of such failure has been given
by the non-defaulting Party; or (ii) in the case of a non-remediable default,
immediately upon notice.


 


Upon
the termination or expiry of this Agreement, pursuant to its terms:


 


a)                 
Licensee shall immediately deliver
to Licensor any of Licensor’s Confidential Information provided hereunder
(including the Technology and Documentation) then in its possession or control,
if any, and shall deliver a certificate of an officer of Licensee certifying
the completeness of same;


b)                 
Licensee shall refrain from
further use of such Confidential Information; and


c)                 
Licensee shall forthwith pay all
sums owing to Licensor hereunder.


 









Ex 10.01  -  5




 










 








 








Nothing in this section 11 shall limit either Party’s
rights or remedies available at law, in equity or otherwise.


 


12.             
SURVIVAL. The applicable provisions of sections 6 through 11
shall survive the expiry or termination of this Agreement. 


 


13.             
FORCE MAJEURE. Dates and times by which any Party is required to
render performance under this Agreement shall be automatically postponed to the
extent and for the period that Licensor is prevented from meeting them by
reason of any cause beyond its reasonable control; provided that such
Party notifies Licensee of the commencement and nature of such cause and uses
its reasonable efforts to render performance in a timely manner.


 


14.             
ASSIGNMENT. Either Party may assign its rights and obligations
under this Agreement, in whole or in part, to another party subject to
providing prior written notice of such assignment to the other Party.


 


15.             
GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario and federal laws of Canada
applicable therein. The Parties submit to the exclusive jurisdiction of the
courts of located in Toronto, Ontario. 


 


16.             
AMENDMENTS AND WAIVERS. This Agreement may not be modified unless agreed to
in writing by both Parties. Any consent by a Party to, or waiver of a breach by
the other, whether express or implied, shall not constitute a consent to or
waiver of or excuse for any other different or subsequent breach unless such
waiver or consent is in writing and signed by the Party claimed to have waived
or consented. Except as otherwise provided herein, no term or provision hereof
shall be deemed waived and no breach excused.


 


17.             
SEVERABILITY. If any part of this Agreement is held to be
unenforceable or invalid, it will be severed from the rest of this Agreement,
which shall continue in full force and effect.


 


18.             
ENTIRE AGREEMENT. This Agreement and any schedules or other documents
referred to herein, constitutes the entire agreement between the Parties
relating to the licensing of the Technology and supersedes all prior written or
oral agreements, representations and other communications between the Parties,
and shall enure to the benefit of and be binding upon each of the Parties and
their respective successors and permitted assigns.


 


IN
WITNESS WHEREOF, the Parties by their
duly authorized officers, have executed this Agreement as of the Effective Date
set out above.


 


GSN
DREAMWORKS, INC.


 


 


_______________________________


Per:


            


 


 


 


ABC
ACQUISITION CORP. 1501


 


 


_______________________________









Ex 10.01  -  6




 










 








 








Per: 


Title:    


 












Ex 10.01  -  7




 










 








 








Schedule A - Description
of the Technology


GSN Dreamworks Inc. has developed intellectual
property for determining the economic potential and value of traditional forest
inventories as carbon pools (or carbon storage properties) in connection with
programs where verified carbon offset credits are bought, sold and traded,
including:


	Processes,
     spreadsheets and other knowledge and data for raising government-sourced R
     & D funding in various fields of application that are pertinent to
     measuring forest biomass, carbon trading and the development of clean and
     green-related technologies;
	Mass
     and energy balance spreadsheets that describe, quantify and permit the
     development of projections relating to the generation of renewable energy
     from biofuels; and
	Carbon and methane evolution models that relate
     to wetlands in Ontario.



 











Ex 10.01  -  8