PATENT RIGHTS LICENSE AGREEMENT This Patent License Agreement (the "Agreement") is by and between Vote Wherever, Inc. A Delaware corporation represented by its President & CEO Fernando Morales, 2231 Wakerobin Ln. Reston Va 20191 (Licensor) and Licensee as identified in the signature block noted below. This Agreement is entered into effective as of acceptance and stamped with the corporate seal by Licensor. RECITALS A. Licensor is the owner of certain patents and patent applications that have applicability to voting and the needs of states to comply with the federal law (collectively the “Patent Rights”) noted in Exhibit A hereto. B. The parties desire that Licensor grant a non-exclusive license for Patent Rights. NOW, THEREFORE, in consideration of the promises and agreements set forth below and the other considerations cited herein, the parties agree as follows. AGREEMENT 1. Definitions. In this Agreement, the following words and expressions shall have the following meanings: Patent Rights shall mean the rights to practice the inventions disclosed and/or claimed in the patents and patent applications of Licensor as noted in Exhibit A hereto. 2. Grant of License. Licensor grants to Licensee statewide, non-exclusive license for the duration of the Patent Rights to make, have made, use, sell, offer to sell products and processes associated with the Patent Rights. 3. Consideration. Licensee agrees to pay to Licensor the an amount equal to the cost of one First Class US Postal Service Stamp for each vote cast in accordance with the Patent Rights.
Licensee shall keep separate books and records concerning the use of the Patents Rights and votes casts and make payment to Licensor once per calendar quarter with in thirty (30) days of the close of any calendar quarter for any votes cast in accordance with the Patent Rights together with and accounting thereof. Licensee agrees that Licensor shall have the right to audit the books and records of the Licensee once per year, at licensors expense to review payments hereunder. 4. Term. This Agreement will remain in force and effect up until the expiration of the last to expire of the patents noted in the Patents Rights and any patents granted on applications relating thereto. 5. Warranty of Title. Licensor represents and warrants that Licensor is the owner of the Patent Rights and has sufficient rights to grant the rights granted herein. Licensee represents and warrants that Licensee has sufficient rights to enter into this agreement. 6. Limitation of Liability. In recognition of the fact that Licensee will be implementing the Patent Rights without the supervision of Licensors, IN NO EVENT WILL LICENSOR BE LIABLE FOR LOST PROFITS, OR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING IN ANY WAY IN CONNECTION WITH THIS AGREEMENT. THIS LIMITATION WILL APPLY EVEN IF LICENSOR HASBEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 7. Negation of Warranties and Other Obligations. Nothing in this Agreement shall be construed: as a warranty or representation that anything made, used, sold or otherwise disposed of under any license granted in this Agreement is or will be free from infringement by patents, copyrights, trade secrets, trademarks, or other rights of third parties;
as granting by implication, estoppel or otherwise any licenses or rights under patents or other intellectual property rights of Licensor other than expressly granted herein; to require Licensor to file any patent application relating to any technology or a warranty that Licensor will be successful in securing the grant of any patent relating to any technology or any reissue or extensions thereof; or to require Licensor to assume any responsibility for the manufacture of any products manufactured or sold under the license granted herein. 8. General. 8.1 Entire Agreement. This Agreement constitutes the complete agreement of the parties and supersedes any other agreements, written or oral, concerning the subject matter hereof. No changes shall be made to this agreement or become effective unless in written form signed by Licensor and Licensee. 8.2 Succession and Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to a corporate successor in interest in the case of a merger or acquisition or in the case of a sale of assets without the prior approval of the other party. In the event that a government agency Licensee wishes a third party government agency which is not the same contracting authority as Licensee to use any invention included in the Patent Rights, the government agency Licensee must either obtain written consent of the Licensor or cause the third party government agency to enter into a new License Agreement with Licensor. Any attempt to assign this Agreement in violation of the provisions of this Section 8.2 ("Succession and Assignment") shall be void. 8.3 Notices. Notices required under this Agreement shall be Addressed:
If to Licensor: Fernando Morales 2231 Wakerobin Ln. Reston Va 20191 703-476-9878
If to Licensee: At: _____________________________________________________ _____________________________________________________ 8.4 Governing Law/Jurisdiction/Venue. The validity, interpretation and performance of this Agreement shall be governed by the substantive laws of the Delaware State, without the application of any principle that leads to the application of the laws of any other jurisdiction. The parties agree to bring any disputes only in the Federal Court of Alexandria Virginia. 8.5 No Agency. Neither party is to be construed as the agent, partner, or joint venture or to be acting as the agent, partner or joint venture of the other party hereunder in any respect, solely by reason of this Agreement. 8.6 Multiple Counterparts/Execution. This Agreement shall be executed by Licensee and two copies sent to Licensor who shall execute and stamped with the corporate seal one copy and return said copy to Licensee. 8.7 No Waiver. No delay or omission by either party hereto to exercise any right or power occurring upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained. Unless stated otherwise, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise. 8.8 Severability. If any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. 8.9 Amendments in Writing. Any amendment to this Agreement shall be in writing and signed by both parties hereto.
8.10 Interpretation. Licensee agrees that it has had ample opportunity to consult with counsel concerning the terms and conditions hereof of and therefore this Agreement shall not be construed against any one party as the drafting party. IN WITNESS WHEREOF, the authorized representatives of the parties hereto have signed this Agreement.
Vote Wherever, Inc.
Fernando Morales President and CEO
__________________________________
Licensee State ___________________________________ Secretary of State Name:
________________________ Signature:
___________________________________ Secretary of State Signature:
Date:_______________
Date:_______________
Exhibit A – Patent Rights
The Licensed Patents include the following:
United States Patent Morales
6,607,137
August 19, 2003
Method and apparatus for casting a vote from home on elections
Abstract
This invention provides a method and system for conducting elections using a personal voting code enabled electronic device (PVCe-ballot) as the voting ballot. Voters maintain their vote selections in secrecy even if third parties observe vote casting. One or more computers or personal computers perform the functions of a pre-election computer, voting computer and an elections computer. Voters provide or enter voter verification information. If voter verification matches that stored in the PVCe-ballot, the voter is allowed to enter voting codes. Election selections are marked as affirmative when an entered voting code matches a stored personal voting code. Optional security features include the use of party access codes and tamper detection circuitry.
Method to cast a paper absentee ballot with privacy (Patent Pending # 60/678,550)
Method to disable voters from walking away with a proof to another on how he or she voted (Patent Pending # 60/702,908)
Method of safely, securely, and privately casting a vote via email (Patent Pending # 60/706,351)
MAILING INSTRUCTIONS
To become a licensee State, the Secretary of State only needs to execute two license agreements. Mail them through Express Mail Service to Vote Wherever, Inc. at 2231 Wakerobin Ln. Reston Virginia 20191-4105, and send an e-mail (fermorales3@comcast.net) to report the Express Mail tracking number and the desired return address to Vote Wherever, Inc.