Nodricks Norsask Seeds Ltd. International Licensee Agreement
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1 Nodricks Norsask Seeds Ltd. International Licensee Agreement This agreement is made this day of, 2, between Nodricks Norsask Seeds Ltd., a Saskatchewan Limited Company, with its principal place of business at th Avenue West Tisdale, Saskatchewan Canada S0E 1T0 ( NNSL ), and, a company with its principle place of business at, ( Licensee ). The parties hereby mutually agree upon the terms and conditions as follows: 1. LICENSE NNSL grants Licensee a limited, non-transferable right to use the seed of the variety in the following manner: for maintaining parent seed; for producing commercial seed from parent seed; and for selling commercial seed for use in raising a commercial crop. Varieties licensed under this agreement shall be designated as exclusive or non-exclusive under Schedule A. Varieties designated as exclusive shall have licensee as the sole marketer of the variety for a specific region as defined in Schedule A. 2. ROYALTY FOR COMMERCIAL SEED Licensee agrees to pay NNSL a Royalty calculated on the sale or transfer of Seeds for Planting by or through the Licensee. The Royalty payable for each Licensed Product(s) is listed on Schedule A. The Royalty shall be calculated on a per bushel basis applied to each 60 pound unit (or equivalent) of Seeds for Planting sold or transferred, including units distributed for promotional purposes, for replant, etc., excluding only returns by the Licensee s customers and seed stock used by Licensee in each Commercial Seed Selling year. A Commercial Seed Selling Year, for purposes of this Agreement, begins on October 1st of each calendar year and ends on September 30th of the next calendar year. All Royalties are due and payable to NNSL at its principal place of business on or before October 31st of each Commercial Seed Selling Year. i. Interest on Past Due Payments Any past due Royalty will accrue interest at the rate of one and one-half (1 ½%) percent per month beginning thirty (30) days after the date the royalty is billed and continuing until paid. ii. Audit of Royalties Licensee shall keep full, true and accurate books of accounts and records containing all information necessary to prove Licensee s sale and transfer of the Licensed Product(s) and to verify the Royalties payable to NNSL. NNSL may require the accuracy of the Royalties paid to be certified by responsible individual owners and or officers of the Licensee and NNSL may require that an audit be performed by and independent company designated by NNSL to determine the correct Royalties to be paid. In the event that such an audit reveals an under reporting of Royalties of amounts due by three (3%) or more percentage, Licensee shall pay the cost of the audit, the correct amount owed and interest on the total on the total balance owed at the rate of (1 ½%) per month until paid in full. Such underpayment will give NNSL the right to terminate the Agreement and License. If such an audit
2 shows less than 3% under reporting, Licensee shall pay the appropriate due royalties and interest. iii. Access to Records NNSL shall have full, complete and unrestricted access to all royalty records required to be kept by Licensee, including but not limited to, books of account and records containing all information necessary to prove Licensee s sale and transfer of the licensed product and to verify Royalties payable to NNSL. 3. PRODUCTION REPORT Licensee shall annually submit a report in conjunction with the royalty report of the current production acres grown for commercial sales or self-use seed. 4. PRIOPRIETARY RIGHTS The Licensee acknowledges that the variety, its germplasm and seed are the proprietary property of the Originator and constitute a trade secret and are otherwise legally protected. The Licensee acknowledges and agrees that it does not have, nor will it obtain as a result of the Agreement or its use of the seed and the Licensed Product(s), any right, title, or interest in the seed, the Licensed Product(s), or their germplasm, except for the limited right to use the seed, the Licensed Product(s) and their germplasm in accordance with the strict terms of the Agreement. NNSL and the Originator reserve the right to fully enforce their intellectual property rights to the variety, seed of the Licensed Product(s), and or the germplasm. The Licensee will obtain from its customers a signed Germplasm Agreement which outlines the intellectual property rights of the Originator and NNSL and when appropriate, will regularly provide a written notice to its customers advising them of these intellectual property rights. i. No Further Breeding, Research, or Development The licensee shall not use the seed of any Licensed Product(s) for breeding, research and development of any new variety, seed, or in any other breeding or genetic manipulation program, unless such development is expressly authorized on Schedule A. Such authorization may or may not be granted. ii. No Ability to Assign or Sublicense This License is personal to Licensee, and cannot be assigned or sublicensed, directly, indirectly, or by operation of law, by Licensee without NNSL s advanced written permission, which NNSL may withhold in its absolute discretion. iii. Right to Recover Seed Stock If this Seed Variety License Agreement is terminated for any reason by NNSL or Licensee, the NNSL shall have the unlimited right to recover seed stock and any seed covered by this License Agreement which is in the possession of Licensee or its representatives at that time. If NNSL incurs any expense because of the resistance of Licensee in recovering its Seed Stock or any other seed covered by this Agreement, then NNSL shall have the right to recover said reasonable expense from Licensee plus a penalty of twenty-five (25%) percent of said expense so incurred. 5. BROKERAGE The Licensee must notify NNSL of all commercial seed transactions involving NNSL varieties that are sold or transferred. Prior to execution of the sale of NNSL varieties the Licensee must obtain a signed Clearance Declaration from NNSL for each transaction. 6. TERM The term of this Agreement shall begin on the date first above written and shall continue until terminated upon the occurrence of one of the following events: i. upon the mutual written consent of NNSL and Licensee; or ii. immediately upon written notice from NNSL to the Licensee in the event that the Licensee fails to pay any Royalty Fee within thirty (30) days after its due date, or if later, within thirty (30) days after receipt of written notice of the delinquency; or
3 iii. immediately upon written notice by NNSL to the Licensee on the event of any violation, whether intentional or inadvertent, of the Restrictions contained in Paragraph 4, irrespective of whether such violation is by the Licensee or by others obtaining product or information from or through the Licensee; or iv. immediately in the event that the Licensee is adjudicated bankrupt or becomes insolvent or makes an assignment for the benefit of creditors, or is placed in the hands of a receiver or trustee in bankruptcy; or v. immediately upon written notice from NNSL to the Licensee in the event of any other breach of this Agreement by the Licensee which remains uncured twenty-five (25) days after written notice of the nature of the breach. vi. in the event that Licensee shall under report royalties owed by Licensee to NNSL under the provisions of Paragraph 2b of this Agreement the NNSL shall have the right to immediately terminate this Agreement upon written notice by NNSL to the Licensee. 7. LIMITED WARRANTY LICENSED USER S RIGHT UPON BREACH i. NNSL s Limited Warranty / Seed a) NNSL s Authority to License the Variety NNSL warrants and represents that it has entered into written agreement with the Originator of the variety and that NNSL has the authority to License the Variety for the uses set out herein. b) Conformance to Label Descriptions NNSL warrants that the seed Licensed hereunder conforms to the description contained on its seed bag label, within industry tolerances. c) No Other Warranty NNSL makes no other representation or warranty of any kind whatsoever, whether expressed or implied, including without limitation, any warranty of merchantability or fitness for a particular purpose. ii. Remedy for Breach of Warranty a) Remedy for Violation of Proprietary Rights NNSL will indemnify and defend the Licensee from any claim asserting that this License violates proprietary rights of third parties, provided that the Licensee provides NNSL with written notice of such claim within thirty (30) business days after it is first asserted. b) Limitation on All Other Claims In the case of claims of any other type, including claims that the seed does not conform to its label description, NNSL s sole liability to the Licensee shall be to either replace the applicable seed or refund the seed fee paid by the Licensee for the applicable seed. In such case Licensee will be responsible for returning the seed in question to a location designated by NNSL. Under no circumstances, other than those in subparagraph 7.b.1. above, shall NNSL or Originator be liable to Licensee for incidental or consequential damages or claims of any kind, or type including those that arise in contract, tort, negligence, strict product liability, or any other legal theory.
4 8. INDEMNIFICATION i. The Licensee hereby agrees to indemnify, defend and hold harmless NNSL and the Originator from any claims, damages, loss or expense of third parties including but not limited to, reasonable attorney s fees and any consequential damages arising in connection with the Licensee s use or inability to use, sell or distribute Licensed Product(s) or Commercial Seed. The provisions of this paragraph shall survive the termination of this Agreement. ii. The Licensee shall pay all costs and expenses, including reasonable attorney s fees, incurred by NNSL in the collection of any amounts due under this Agreement. 9. ARBITRATION The parties agree that any dispute or controversies arising under this Agreement shall be determined by an Arbitrator of Arbitrators appointed by the American Arbitration Association in accordance with the NORAMSEED Rules for the Trade of Seeds for Planting adopted by the American and Canadian Seed Trade Associations as in effect from time to time. Such dispute or controversy shall be judged pursuant to the rules and procedures of the American Arbitration Association, and the findings of such Arbitrator or Arbitrators shall be final and binding on the parties. Any arbitration award rendered shall be final binding on the parties. Judgment upon any arbitration award may be entered in any court of competent jurisdiction or application may be made to such court for judicial recognition of the award or an order of enforcement, as the case may be. Notwithstanding the obligation to arbitrate disputes, each party reserves the right to pursue injunctive relief or other equitable remedies in connection with any breach of the terms of this Agreement. 10. MISCELLANEOUS i. Governing Law This Agreement shall be subject to and governed by the NORAMSEED Rules for the Trade of Seeds for Planting adopted by the American and Canadian Seed Trade Associations as in effect from time to time and the Laws of the Province of Saskatchewan and all questions concerning the terms of the Agreement, the validity hereof, and performance hereunder, shall be adjudged and resolved in accordance with the laws of the Province of Saskatchewan. ii. Severability Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provisions of this Agreement shall be prohibited by or invalid under applicable law, all other portions of the Agreement shall remain effective, fully binding and enforceable. Only that provision of the Agreement which is prohibited or invalid shall be severed from this Agreement. iii. No Waiver The failure by either party at any time to require performance by the other party of any provision of this Agreement shall in no manner affect the right of such party thereafter to enforce the same against such other party. The waiver by either party of any breach of any provision of this Agreement shall not be construed to be a waiver of any succeeding breach of such provisions or a waiver of the provision itself. iv. Modification, Amendment This Agreement may not be modified, amended, or cancelled, in whole or in part, except by written agreement signed by the parties. v. Entire Agreement This Agreement constitutes the entire agreement and understanding between the parties and all previous discussions, representations, understandings, or agreements are hereby merged in this Agreement. vi. Construction Words and phrases used herein shall be construed as in the singular or plural number, and as the appropriate gender, according to the context.
5 vii. viii. Successors Unless otherwise agreed in writing, this Agreement shall be binding upon the legal representatives, successors, and assigns of the parties. Notices Any notice to be given pursuant to this Agreement shall be in writing and shall be deemed to be given when mailed to the respective parties by first class mail, postage prepaid, to the addresses following the signature lines below. Intending to be legally bound, the parties have executed this Agreement in duplicate on the day and year first written above. Nodricks Norsask Seeds Ltd. By: (LICENSEE) By: Title: Title: Date: Date:
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