CONTINGENT FEE AGREEMENT
This sets forth the agreement (the "Agreement") made this
dayof
,2016 (the "effective date" of this Agreement) between
Advanced Voice Recognition Systems, Inc. (the "Client") and Buether Joe &
Carpenter, LLC ("BJC"). Client and BJC are sometimescollectively hereinafter
referred to as the "Parties." Any one of the Parties may be sometimes
hereinafter referred to as a"Party."
1.
Scope of the Agreement. This Agreement concerns litigation and licensing
activitieswithrespecttoU.S.PatentNos.7,558,730,7,949,534,8,131,557,8,498,871,and9,142,217
((the"Patents")andanypatentrightsrelatedtothePatents,includinganydivisional,continuation,
continuation-in-part, reissue patent, reexamination certificate, or foreign
counterpart of any such
patentrightsthatisissuedormaybeissuedasaresultofanypatentapplication,reissueapplication
or re-examination (the "Patent Rights"). Client is executing this Agreement for
the purpose of retaining BJC to represent Client in connection with
investigating and asserting claims, including the negotiation of license
agreements and the filing and prosecution of lawsuits, against any potential
infringers of the Patent Rights. Any such claim with respect to which litigation
is filed is referred to herein as a "Lawsuit." Any licensing agreement not
relating to claims asserted in a Lawsuit will be referred to herein as a
"Licensing Agreement," and any negotiations for such a Licensing Agreement will
be referred to herein as the "LicensingNegotiations."
2.
Client's Patent Rights. Client represents and warrants, to the best of
its knowledge, that: (i) Client owns all rights and title to the Patent Rights;
and (ii) that Client owns
theexclusiverighttoenforceallrightsconcerningthePatentRights,including,withoutlimitation,
the exclusive right to bring actions against others for infringement of the
Patent Rights, to license and sublicense the Patent Rights, and to collect all
royalties (past or future), license fees, profits
orotherrevenueorvaluableconsiderationtobepaidorexchangedbyanyoneelseforrightsinthe
PatentRights.ClientagreestotimelypayallmaintenancefeesdueonthePatentRightsthatcome
intoexistence.Clientrepresentsthatitisnotawareofanysecurityinterestinorclaimsofequitable
titletothePatentRights.ClientagreesthatitwillnottransferorassignitsownershipofthePatent
Rights or its rights to enforce the Patent Rights, including any authority to
enforce those rights while this Agreement is in force without prior written
notice to BJC.In the event Client proposes to transfer, license or assign its
ownership or enforcement rights in the Patent Rights to another
personorentity,theClientshallnotifyBJCinwritingpriortosuchtransfer,licenseorassignment,
and any assignee must agree to assume Client's obligations under thisAgreement.
3.
Investigation and Initiation of Licensing Negotiations or Lawsuits.
Client and BJC will analyze the Patent Rights and the activities of other
persons and will identify persons or entities that are potentially or actually
infringing the Patent Rights. Client, with the assistance of
BJC,mayconductLicensingNegotiationsforthepurposeofobtainingLicensingAgreementswith
potential or actual infringers with respect to the Patent Rights. BJC, after
consultation with and
approvalofClient,mayfileLawsuitspursuingclaimsforinfringementofthePatentRightsagainst
persons who refuse to enter into a Licensing Agreement or in advance of
Licensing Negotiations if the Parties believe that doing so is in the bests
interests of Client. BJC shall use commercially reasonable efforts in performing
its services under this Agreement. BJC, however, shall not be
obligatedtofileorcontinuetoprosecuteanyLawsuitthat,inBJC'sprofessionaljudgment,would
violate
Rule
11
of
the
Federal
Rules
of
Civil
Procedure.
Within
30
days
of
the
Client's
identificationofaspecificpotentialdefendanttobenamedinaproposedLawsuit,BJCshallnotify
the Client if, in BJC's professional judgment, filing the Lawsuit against that
potential defendant would violate Rule11.
4.
Law Firm Authority to Act for Client. Client hereby appoints BJC as its
sole and exclusive agent to enforce through litigation the Patent Rights. Client
authorizes BJC to try, negotiate, compromise, settle and receive for and in
Client's name, all compensation, damages or property to