Goto Section: 68.502 | 68.506 | Table of Contents
FCC 68.504
Revised as of
Goto Year:1996 |
1998
Sec. 68.504 Universal patent license agreement.
UNIVERSAL PATENT LICENSE AGREEMENT
Effective as of -------- WESTERN ELECTRIC COMPANY, INCORPORATED, a
New York corporation (``WESTERN''), having an office at 222 Broadway,
New York, New York 10038, and ---------------- (``the CORPORATION''),
having an office at ---------------- agree as follows:
Article I--Definitions
1.01 Terms in this agreement (other than technical terms, names of
parties, companies and Article headings) which are in capital letters
shall have the meanings specified in the General Definitions Appendix,
and technical terms in this agreement which are in capital letters shall
have the meanings specified in the Technical Definitions Appendix.
Article II--Grants of Licenses and Immunities
2.01 WESTERN grants to the CORPORATION under WESTERN'S PATENTS
nonexclusive licenses for products of the following kinds:
_______________________________________________________________________
________________________________________________________________________
________________________________________________________________________
2.02 All licenses herein granted shall commence on the effective
date hereof and, except as provided in Article V and notwithstanding the
expiration of the FIVE YEAR PERIOD, shall continue for the entire terms
that the patents under which they are granted are in force or for that
part of such terms for which WESTERN has the right to grant such
licenses.
[[Page 381]]
2.03 WESTERN grants under all patents issued in countries other
than the United States and owned or controlled by AMERICAN TELEPHONE AND
TELEGRAPH COMPANY, a New York corporation (``AT&T''), WESTERN or their
SUBSIDARIES, royalty-free immunity relating to the sale, lease or use
in, or the importation into, such other countries of LICENSED PRODUCTS,
and maintenance parts therefor, manufactured under the licenses granted
under WESTERN'S PATENTS: provided, however, that nothing in this section
2.03 shall relieve the CORPORATION of its obligation to pay any royalty
which may be predicated upon such manufacture of any such LICENSED
PRODUCT or part, whether or not the first sale, lease or use thereof
occurs outside of the United States.
2.04 The licenses granted for LICENSED PRODUCTS are licenses to
make, have made, use, lease and sell such LICENSED PRODUCTS. Such
licenses include the rights to maintain LICENSED PRODUCTS, to practice
methods and processes involved in the use of LICENSED PRODUCTS and to
make and have made, to use and have used, and to maintain machines,
tools, materials and other instrumentalities, and to use and have used
methods and processes, insofar as such machines, tools, materials, other
instrumentalities, methods and processes are involved in or incidental
to the development, manufacture, installation, testing or repair of
LICENSED PRODUCTS.
2.05 The grant of each license to the CORPORATION includes the
right to grant sublicenses within the scope of such license to its
SUBSIDIARIES. Such right may be exercised at any time prior to
termination or cancellation of the corresponding license under the
provisions of Article V. Any such sublicenses granted to any present
SUBSIDIARY may be made effective, retroactively, as of the effective
date hereof, and any such sublicenses granted to any future SUBSIDIARY
may be made effective, retroactively, as of the date such company became
a SUBSIDIARY.
2.06 It is recognized that WESTERN or any of its ASSOCIATED
COMPANIES may have entered into or may hereafter enter into a contract
with a national government to do development work financed by such
government and may be required under such contract (either
unconditionally or by reason of any action or inaction thereunder) to
assign to such government its rights to grant, or may now or hereafter
be restrained by such government from granting, licenses or immunities
to others than its ASSOCIATED COMPANIES under patents for inventions
arising out of such work or covered by such contract. The resulting
inability of WESTERN to grant the licenses or immunities purported to be
granted by it under patents for such inventions shall not be considered
to be a breach of this agreement, if:
(i) Such contract is for the benefit of such government's military or
national defense establishment or the Energy Research and Development
Administration of the United States Government or the National
Aeronautics and Space Administration of the United States Government, or
(ii) In cases other than (i), such contract is with the United States
Government or any agency of and within such Government, and any such
requirement or restraint is pursuant to a statute or officially
promulgated regulation of such Government or agency applicable to such
contract;
provided, however, that
(iii) WESTERN (or, if an ASSOCIATED COMPANY thereof has entered into
such contract, such ASSOCIATED COMPANY) shall exert its best efforts to
enable WESTERN to grant the licenses or immunities herein purported to
be granted by it under such patents; and
(iv) Within ninety (90) days after the filing of any application for any
such patent, WESTERN shall give written notice to the other party
identifying such application by country, number and date of filing.
For the purposes of this section 2.06, AT&T, WESTERN and their
ASSOCIATED COMPANIES shall all be deemed to be ASSOCIATED COMPANIES of
one another.
Article III--Royalty
3.01 The CORPORATION shall pay to WESTERN royalty, at the
applicable rate hereinafter specified, on each LICENSED PRODUCT, and
maintenance part therefor, which is a ROYALTY-BEARING PRODUCT, and
(i) Which is sold, leased or put into use by the CORPORATION or any of
its SUBSIDIARIES while any license acquired hereunder by the CORPORATION
with respect to such ROYALTY-BEARING PRODUCT shall remain in force, or
(ii) Which is made by or for the CORPORATION or any of its SUBSIDIARIES
while any such license shall remain in force and is thereafter sold,
leased or put into use by the CORPORATION or any of its SUBSIDIARIES,
whether or not such SUBSIDIARIES are sublicensed pursuant to section
2.05, such royalty rate to be applied, except as provided in section
3.05, to the NET SELLING PRICE of such ROYALTY-BEARING PRODUCT if sold
for a separate consideration payable wholly in money and in all other
cases to the FAIR MARKET VALUE thereof. The royalty rates applicable to
LICENSED PRODUCTS of the kinds specified in section 2.01, and
maintenance parts therefor, are as follows:
[[Page 382]]
(iii)________________________________________________________________
_______________________________________________________________________
________________________________________________________________________
3.02 If a LICENSED PRODUCT is a ROYALTY-BEARING PRODUCT solely on
account of one or a limited number of WESTERN'S PATENTS, the CORPORATION
may elect to reduce the amount of royalty otherwise payable hereunder on
said LICENSED PRODUCT by a royalty reduction percentage, and as of an
effective date, established by WESTERN. Upon written request from the
CORPORATION identifying the LICENSED PRODUCT and each relevant patent,
WESTERN will inform the CORPORATION of the royalty reduction percentage
applicable in respect of said LICENSED PRODUCT and patent or patents and
the effective date thereof.
3.03 A LICENSED PRODUCT, or maintenance part therefor, which is
made and sold by the CORPORATION or any of its SUBSIDIARIES and which is
a ROYALTY-BEARING PRODUCT hereunder on account of one or more of
WESTERN'S PATENTS, may be treated by the CORPORATION as not licensed and
not subject to royalty hereunder if all of the following conditions are
met:
(i) The purchaser is licensed under the same patent or patents, pursuant
to another agreement, to have said LICENSED PRODUCT or part made;
(ii) The purchaser expressly advises the CORPORATION or its SUBSIDIARY,
whichever effects the making and sale, in writing at or prior to (but in
no event later than) the time of such sale that, in purchasing said
LICENSED PRODUCT or part, it is exercising its own license or licenses
under said patent or patents to have said LICENSED PRODUCT or part made;
and
(iii) The CORPORATION retains such written advice and makes it available
to WESTERN at the latter's request.
3.04 Only one royalty shall be payable hereunder in respect of any
ROYALTY-BEARING PRODUCT. Royalty shall accrue hereunder on any LICENSED
PRODUCT, or maintenance part therefor, upon its first becoming a
ROYALTY-BEARING PRODUCT, and the royalty thereon shall become payable in
accordance with the provisions of this Article III upon the first sale,
lease or putting into use thereof.
3.05 If any sale of a ROYALTY-BEARING PRODUCT shall be made by the
CORPORATION on a SUBSIDIARY thereof to:
(i) Any company of which the CORPORATION is a SUBSIDIARY at the time of
such sale, or
(ii) The CORPORATION or a SUBSIDIARY thereof or any other SUBSIDIARY of
a company of which the CORPORATION is a SUBSIDIARY at the time of such
sale.
royalty payable hereunder shall be computed on the FAIR MARKET VALUE of
such ROYALTY-BEARING PRODUCT,
Article IV--Reports and Payments
4.01 The CORPORATION shall keep full, clear and accurate records
with respect to ROYALTY-BEARING PRODUCTS. WESTERN shall have the right
through its accredited auditing representatives to make an examination
and audit, during normal business hours, not more frequently than
annually, of all such records and such other records and accounts as may
under recognized accounting practices contain information bearing upon
the amount of royalty payable to it under this agreement. Prompt
adjustment shall be made by the proper party to compensate for any
errors or omissions disclosed by such examination or audit. Neither such
right to examine and audit nor the right to receive such adjustment
shall be affected by any statement to the contrary, appearing on checks
or otherwise, unless such statement appears in a letter, signed by the
party having such right and delivered to the other party, expressly
waiving such right.\1\
\1\ If licensee insists on a non-Western auditor, third line,
insert, after ``representatives'', -or, at the election of the
CORPORATION, through a firm of certified public accountants proposed by
WESTERN and accepted by the CORPORATION-.
---------------------------------------------------------------------------
4.02 (a) Within sixty (60) days after the end of each semiannual
period ending on June 30th or December 31st, commencing with the
semiannial period during which this agreement first becomes effective,
the CORPORATION shall furnish to WESTERN a statement, in form acceptable
to WESTERN, certified by a responsible official of the CORPORATION:
(i) Showing all ROYALTY-BEARING PRODUCTS, by kinds of LICENSED PRODUCTS,
which were sold, leased or put into use during such semiannual period,
the NET SELLING PRICES of such ROYALTY-BEARING PRODUCTS or (where
royalty is based on FAIR MARKET VALUES) the FAIR MARKET VALUES thereof
and the amount of royalty payable thereon (or if no such ROYALTY-BEARING
PRODUCT has been so sold, leased or put into use, showing that fact);
(ii) Identifying, if royalty is reduced under provisions of section
3.02, each LICENSED PRODUCT by its type and the patent or patents
involved in such royalty reduction;
[[Page 383]]
(iii) Showing, by purchasers and kinds of LICENSED PRODUCTS, the
monetary totals of the sales, to each purchaser exercising its own ``to
have made'' license or licenses, of LICENSED PRODUCTS and maintenance
parts in transactions of the character described in section 3.03; and
(iv) Identifying all transactions of the character described in section
3.05.
(b) Within such sixty (60) days the CORPORATION shall, irrespective
of its own business and accounting methods, pay to WESTERN the royalties
payable for such semiannual period.
(c) Notwithstanding the provisions of section 6.03(a)(v), the
CORPORATION shall furnish whatever additional information WESTERN may
reasonably prescribe from time to time to enable WESTERN to ascertain
which LICENSED PRODUCTS (and maintenance parts therefor) sold, leased or
put into use by the CORPORATION or any of its SUBSIDIARIES are subject
to the payment of royalty to WESTERN, and the amount of royalty payable
thereon.
4.03 Royalty payments provided for in this agreement shall, when
overdue, bear interest at an annual rate of one percent (1%) over the
prime rate or successive prime rates in effect in New York City during
delinquency.
4.04 Payment to WESTERN shall be made in United States dollars to
WESTERN'S Treasury Organization at 222 Broadway, New York, New York
10038, or at such changed address as WESTERN shall have specified by
written notice. If any royalty for any semiannual period referred to in
section 4.02 is computed in other currency, conversion to United States
dollars shall be at the prevailing rate for bank cable transfers on New
York City as quoted for the last day of such semiannual period by
leading banks dealing in the New York City foreign exchange market.
Article V--Termination, Cancellation and Surrender
5.01 (a) If the CORPORATION shall fail to fulfill one or more of
its obligations under ARTICLES III or IV, WESTERN may, upon election and
in addition to any other remedies that it may have, at any time
terminate all licenses and rights granted to the CORPORATION hereunder,
by not less than six (6) months' written notice to the CORPORATION
specifying any such breach, unless within the period of such notice all
breaches specified therein shall have been remedied.
(b) Termination by WESTERN of licenses and rights granted to the
CORPORATION shall terminate the obligations of the CORPORATION under the
provisions of Articles III and IV relating to such terminated licenses
and rights, except such obligations as to ROYALTY-BEARING PRODUCTS made,
sold, leased or put into use prior to such termination.
5.02 By written notice to WESTERN, the CORPORATION may cancel the
licenses for any specified products granted hereunder to it under
WESTERN'S PATENTS. Such cancellation shall be effective as of the date
of giving said notice but shall not relieve the CORPORATION of its
obligation to pay accrued royalties with respect to such specified
products.
5.03 By written notice to WESTERN, specifying any of WESTERN'S
PATENTS by number and date of issuance, the CORPORATION may surrender
and terminate all licenses and rights granted to it under such specified
patent or patents or under any specified invention or inventions
thereof. Such surrender and termination shall be effective as of a date
specified in said notice which shall not be more than six (6) months
prior to the date of giving said notice. As of said effective date, such
specified patent or patents or invention or inventions shall cease to be
among, or among the inventions of, WESTERN'S PATENTS for the purposes of
this agreement without affecting obligations in respect of royalties
accrued prior to said effective date.
5.04 (a) Every sublicense granted by the CORPORATION shall
terminate with termination or cancellation of its corresponding license.
(b) Any sublicenses granted shall terminate if and when the grantee
thereof ceases to be a SUBSIDIARY of the CORPORATION. Each LICENSED
PRODUCT and each maintenance part, made by or for a SUBSIDIARY of the
CORPORATION, and on which royalty has accrued but which remains not
sold, leased or put into use at the time such SUBSIDIARY ceases to be a
SUBSIDIARY of the CORPORATION, shall be deemed to have been put into use
by such SUBSIDIARY immediately prior to such time at the place said
LICENSED PRODUCT or part is then located.
5.05 Licenses, immunities and rights with respect to each LICENSED
PRODUCT, and each maintenance part, made, sold, leased or put into use
prior to any termination or cancellation under the provisions of this
Article V shall survive such termination or cancellation.
Article VI--Miscellaneous Provisions
6.01 (a) WESTERN shall, upon written request from the CORPORATION
sufficiently identifying any patent by country, number and date of
issuance, inform the CORPORATION as to the extent to which any such
patent is subject to the licenses, immunities and rights granted to the
CORPORATION.
(b) If such licenses, immunities or rights under any such patent are
restricted in scope, copies of all pertinent provisions of
[[Page 384]]
any contract (other than provisions of a contract with a government to
the extent that disclosure thereof is prohibited under the government's
laws or regulations) creating such restrictions shall, upon request, be
furnished to the CORPORATION.
6.02 Upon written request from the CORPORATION, WESTERN shall
inform the CORPORATION which of WESTERN'S PATENTS cover inventions under
which the United States Government holds a royalty-free license.
6.03 (a) Nothing contained in this agreement shall be construed as:
(i) Requiring the filing of any patent application, the securing of any
patent or the maintaining of any patent in force; or
(ii) A warranty or representation by WESTERN as to the validity or scope
of any patent; or
(iii) A warranty or representation that any manufacture, sale, lease,
use or importation will be free from infringement of patents other than
those under which and to the extent to which licenses or immunities are
in force hereunder; or
(iv) An agreement to bring or prosecute actions or suits against third
parties for infringement; or
(v) An obligation to furnish any manufacturing or technical information
or assistance; or
(vi) Conferring any right to use, in advertising, publicity or
otherwise, any name, trade name or trademark, or any contraction,
abbreviation or simulation thereof; or
(vii) Conferring by implication, estoppel or otherwise upon the
CORPORATION any license or other right under any patent, except the
licenses and rights expressly granted to the CORPORATION; or
(viii) An obligation upon WESTERN to make any determination as to the
applicability of any patent to any product of the CORPORATION or any of
its SUBSIDIARIES; or
(ix) A release for any infringement prior to the effective date hereof.
(b) Neither WESTERN nor AT&T makes any representations, extends any
warranties of any kind or assumes any responsibility whatever with
respect to the manufacture, sale, lease, use or importation of any
LICENSED PRODUCT, or part therefor, by the CORPORATION, any of its
SUBSIDIARIES, or any direct or indirect supplier or vendee or other
transferee of any such company, other than the licenses, immunities and
rights expressly herein granted.
6.04 Neither this agreement nor any licenses or rights hereunder,
in whole or in part, shall been assignable or otherwise transferable.
6.05 Any notice, request or information shall be deemed to be
sufficiently given when sent by registered mail addressed to the
addressee at its office above specified (and when addressed to WESTERN
to the attention of its Patent Licensing Organization) and any royalty
statement shall be deemed to be sufficiently furnished when sent by
registered mail addressed to WESTERN'S Treasury Organization at 222
Broadway, New York, New York 10038, or at such changed address as the
addressee shall have specified by written notice.
6.06 This agreement sets forth the entire agreement and
understanding between the parties as to the subject matter hereof and
merges all prior discussions between them, and neither of the parties
shall be bound by any conditions, definitions, warranties,
understandings or representations with respect to such subject matter
other than as expressly provided herein, or in any prior existing
written agreement between the parties, or as duly set forth on or
subsequent to the effective date hereof in writing and signed by a
proper and duly authorized representative of the party to be bound
thereby.
6.07 The construction and performance of this agreement shall be
governed by the law of the State of New York.
IN WITNESS WHEREOF, each of the parties has caused this agreement to
be executed in duplicate originals by its duly authorized
representatives on the respective dates entered below.
WESTERN ELECTRIC COMPANY, INCORPORATED
By_____________________________________________________________________
Director of Patent Licensing
______________________________________________________________
Date
[SEAL]
Attest:
______________________________________________________________
Secretary
By______________________________________________________________________
Title__________________________________________________________________
_____________________________________________________________
Date
[SEAL]
Attest:
______________________________________________________________
Secretary
General Definitions Appendix
FAIR MARKET VALUE means the NET SELLING PRICE which the CORPORATION
or any of its SUBSIDIARIES, whichever effects the sale, lease or use of
the product or maintenance part, would realize from an unaffiliated
buyer in an arm's length sale of an identical product or maintenance
part in the same quantity and at the same time and place as such sale,
lease or use.
FIVE YEAR PERIOD means the period commencing on the effective date
of this agreement and having a duration of five years.
LICENSED PRODUCT means:
(i) Any product as such, or
[[Page 385]]
(ii) Any product which is any specified combination, of the kinds listed
in section 2.01 of this agreement. Although the term does not mean, and
although licenses are not granted for any other combination, a LICENSED
PRODUCT
(iii) Shall not lose its status as such on account of, and
(iv) Shall not cause an unlicensed combination to infringe WESTERN'S
PATENTS solely on account of, such LICENSED PRODUCT being made, sold,
leased or put into use as part of an unlicensed combination.
NET SELLING PRICE means the gross selling price of the ROYALTY-
BEARING PRODUCT in the form in which it is sold, whether or not
assembled (and without excluding therefrom any components or
subassemblies thereof, whatever their origin and whether or not patent
impacted), less the following items but only insofar as they pertain to
the sale of such ROYALTY-BEARING PRODUCT by the CORPORATION or any of
its SUBSIDIARIES and are included in such gross selling price:
(i) Usual trade discounts actually allowed (other than cash discounts,
advertising allowances, or fees or commissions to any employees of the
CORPORATION, a SUBSIDIARY of the CORPORATION, a company of which the
CORPORATION is a SUBSIDIARY at the time of the sale, or any other
SUBSIDIARY of a company of which the CORPORATION is a SUBSIDIARY at the
time of such sale);
(ii) Packing costs;
(iii) Import, export, excise and sales taxes, and customs duties;
(iv) Costs of insurance and transportation from the place of manufacture
to the customer's premises or point of installation;
(v) Costs of installation at the place of use; and
(vi) Costs of special engineering services not incident to the design or
manufacture of the ROYALTY-BEARING PRODUCT.
ROYALTY-BEARING PRODUCT means any LICENSED PRODUCT, and any
maintenance part therefor,
(i) Which upon manufacture includes, or the manufacture of which
employs, any invention of any of WESTERN'S PATENTS in force at the time
and place of such manufacture, or
(ii) Which includes when sold, leased or put into use, or the use of
which employs, any invention of any of WESTERN'S PATENTS in force at the
time and place of such sale, lease or use,
other than
(iii) Inventions under which the United States Government holds a
royalty-free license if such LICENSED PRODUCT or part is contracted for,
directly or indirectly, by the United States Government, or by another
national government with funds derived through the Military Assistance
Program or otherwise through the United States Government, and
(iv) Inventions employed in the manufacture of, or included in, such
LICENSED PRODUCT or any original part thereof, or such maintenance part
therefor or any original part thereof, by a direct or indirect supplier
of the CORPORATION or any of its SUBSIDIARIES, but only to the extent
such supplier has exercised its own licenses granted by WESTERN under
patents for such inventions to so employ or include said inventions.
SUBSIDIARY means a company the majority of whose stock entitled to
vote for election of directors is now or hereafter controlled by the
parent company either directly or indirectly, but any such company shall
be deemed to be a SUBSIDIARY only so long as such control exists.
WESTERN'S PATENTS means all patents issued at any time in the United
States for:
(i) Inventions made prior to the termination of the FIVE YEAR PERIOD and
owned or controlled at any time during the FIVE YEAR PERIOD by AT&T,
WESTERN or any of their SUBSIDIARIES,
(ii) Inventions made during the FIVE YEAR PERIOD, solely or jointly with
anyone, and in the course of their employment by employees of any such
company who are employed to do research, development or other inventive
work, and
(iii) Any other inventions made prior to the termination of the FIVE
YEAR PERIOD, with respect to which and to the extent to which any such
company shall at any time during the FIVE YEAR PERIOD have the right to
grant the licenses and rights which are herein granted by WESTERN:
provided, however, that said patents do not include those issued for
inventions made by employees of any SUBSIDIARY of WESTERN or AT&T
exclusively engaged in the performance of contracts with the Energy
Research and Development Administration of the United States.
Technical Definitions Appendix
_______________________________________________________________________
________________________________________________________________________
________________________________________________________________________
BILATERAL PATENT LICENSE AGREEMENT
Effective as of -------- WESTERN ELECTRIC COMPANY, INCORPORATED, a
New York corporation (``WESTERN''), having an office at 222 Broadway,
New York, New York
[[Page 386]]
10038, and ---------------- (``the CORPORATION'') having an office at --
-------------- agree as follows:
Article I--Definitions
1.01 Terms in this agreement (other than technical terms, names of
parties, companies and Article headings) which are in capital letters
shall have the meanings specified in the General Definitions Appendix,
and technical terms in this agreement which are in capital letters shall
have the meanings specified in the Technical Definitions Appendix.
Article II--Grants of Licenses and Immunities
2.01 WESTERN grants to the CORPORATION under WESTERN'S PATENTS
nonexclusive licenses for products of the following kinds:
2.02 The CORPORATION grants to WESTERN and to AMERICAN TELEPHONE
AND TELEGRAPH COMPANY, a New York corporation (``AT&T''), severally,
under the CORPORATION'S PATENTS nonexclusive royalty-free licenses for
products of the following kinds:
_______________________________________________________________________
________________________________________________________________________
________________________________________________________________________
2.03 All licenses herein granted shall commence on the effective
date hereof and, except as provided in Article VI and notwithstanding
the expiration of the FIVE YEAR PERIOD, shall continue for the entire
terms that the patents under which they are granted are in force or for
that part of such terms for which the grantor has the right to grant
such licenses.
2.04 (a) WESTERN grants under all patents issued in countries other
than the United States and owned or controlled by AT&T, WESTERN or their
SUBSIDIARIES, royalty-free immunity relating to the sale, lease or use
in, or the importation into, such other countries of LICENSED PRODUCTS,
and maintenance parts therefor, manufactured under the licenses granted
under WESTERN'S PATENTS; provided, however, that nothing in this section
2.04(a) shall relieve the CORPORATION of its obligation to pay any
royalty which may be predicated upon such manufacture of any such
LICENSED PRODUCT or part, whether or not the first sale, lease or use
thereof occurs outside of the United States.
(b) The CORPORATION grants under all patents issued in countries
other than the United States and owned or controlled by it or its
ASSOCIATED COMPANIES, royalty-free immunity relating to the sale, lease
or use in, or the importation into, such other countries of LICENSED
PRODUCTS, and maintenance parts therefor, manufactured under the
licenses granted under the CORPORATION'S PATENTS.
2.05 The licenses granted for LICENSED PRODUCTS are licenses to
make, have made, use, lease and sell such LICENSED PRODUCTS. Such
licenses include the rights to maintain LICENSED PRODUCTS, to practice
methods and processes involved in the use of LICENSED PRODUCTS and to
make and have made, to use and have used, and to maintain machines,
tools, materials and other instrumentalities, and to use and have used
methods and processes, insofar as much machines, tools, materials, other
instrumentalities, methods and processes are involved in or incidental
to the development, manufacture, installation, testing or repair of
LICENSED PRODUCTS.
2.06 The grant of each license to the CORPORATION includes the
right to grant sublicenses within the scope of such license to its
SUBSIDIARIES. The grant of each license to WESTERN or AT&T includes the
right to grant sublicenses within the scope of such license to its
ASSOCIATED COMPANIES. Such right of either party or AT&T may be
exercised at any time prior to termination or cancellation of the
corresponding license under the provisions of Article VI. Any such
sublicenses granted to any present SUBSIDIARY or any present ASSOCIATED
COMPANY may be made effective, retroactively, as of the effective date
hereof, and any such sublicenses granted to any future SUBSIDIARY or any
future ASSOCIATED COMPANY may be made effective, retroactively, as of
the date such company became a SUBSIDIARY or an ASSOCIATED COMPANY.
Article III--Acquisition and Warranty
3.01 WESTERN and the CORPORATION shall each acquire rights to
inventions made during the FIVE YEAR PERIOD which relate to the subject
matter of licenses granted and are made, in the course of their
employment, either solely or jointly with anyone, by its or its
ASSOCIATED COMPANIES employees (and in the case of WESTERN'S obligation,
by employees of AT&T or its SUBSIDIARIES) who are employed to do
research, development or other inventive work, such that each grantee
shall by virtue of this agreement, receive in respect of patents issued
for such inventions, licenses and rights of the scope and upon the terms
herein provided to be granted to such grantee.
3.02 WESTERN and, except as may be stated in a letter from the
CORPORATION to WESTERN referring to this agreement and delivered before
or concurrently with the execution hereof by WESTERN, the CORPORATION
each warrants that there are no commitments or restrictions which will
limit the licenses and rights granted by it under patents issued at any
time for inventions owned at any time during the FIVE
[[Page 387]]
YEAR PERIOD by it or any of its ASSOCIATED COMPANIES (and in the case of
WESTERN'S warranty, by AT&T or any of its SUBSIDIARIES).
3.03 It is recognized that either party or any of its ASSOCIATED
COMPANIES may have entered into or may hereafter enter into a contract
with a national government to do development work financed by such
government and may be required under such contract (either
unconditionally or by reason of any action or inaction thereunder) to
assign to such government its rights to grant, or may now or hereafter
be restrained by such government from granting, licenses or immunities
to others than its ASSOCIATED COMPANIES under patents for inventions
arising out of such work or covered by such contract. The resulting
inability of such party to grant the licenses or immunities purported to
be granted by it under patents for such inventions shall not be
considered to be a breach of this agreement, if:
(i) Such contract is for the benefit of such government's military or
national defense establishment or the Energy Research and Development
Administration of the United States Government or the National
Aeronautics and Space Administration of the United States Government, or
(ii) In cases other than (i), such contract is with the United States
Government or any agency of and within such Government, and any such
requirement or restraint is pursuant to a statute or officially
promulgated regulation of such Government or agency applicable to such
contract;
provided, however, that:
(iii) Such party (or, if an ASSOCIATED COMPANY thereof has entered into
such contract, such ASSOCIATED COMPANY) shall exert its best efforts to
enable such party to grant the licenses or immunities herein purported
to be granted by it under such patents; and
(iv) Within ninety (90) days after the filing of any application for any
such patent, such party shall give written notice to the other party
identifying such application by country, number and date of filing.
For the purposes of this section 3.03, AT&T, WESTERN and their
ASSOCIATED COMPANIES shall all be deemed to be ASSOCIATED COMPANIES of
one another, and the CORPORATION and its ASSOCIATED COMPANIES shall be
deemed to be ASSOCIATED COMPANIES of one another.
Article IV--Royalty
4.01 The CORPORATION shall pay to WESTERN royalty, at the
applicable rate hereinafter specified, on each LICENSED PRODUCT, and
maintenance part therefor, which is a ROYALTY-BEARING PRODUCT, and
(i) Which is sold, leased or put into use by the CORPORATION or any of
its SUBSIDIARIES while any license acquired hereunder by the CORPORATION
with respect to such ROYALTY-BEARING PRODUCT shall remain in force, or
(ii) Which is made by or for the CORPORATION or any of its SUBSIDIARIES
while any such license shall remain in force and is thereafter sold,
leased or put into use by the CORPORATION or any of its SUBSIDIARIES,
whether or not such SUBSIDIARIES are sublicensed pursuant to section
2.06, such royalty rate to be applied, except as provided in section
4.05, to the NET SELLING PRICE of such ROYALTY-BEARING PRODUCT if sold
for a separate consideration payable wholly in money and in all other
cases to the FAIR MARKET VALUE thereof. The royalty rates applicable to
LICENSED PRODUCTS of the kinds specified in section 2.01, and
maintenance parts therefor, are as follows:
(iii)________________________________________________________________
_______________________________________________________________________
________________________________________________________________________
4.02 If a LICENSED PRODUCT is a ROYALTY-BEARING PRODUCT solely on
account of one or a limited number of WESTERN'S PATENTS, the CORPORATION
may elect to reduce the amount of royalty otherwise payable hereunder on
said LICENSED PRODUCT by a royalty reduction percentage, and as of an
effective date, established by WESTERN. Upon written request from the
CORPORATION identifying the LICENSED PRODUCT and each relevant patent,
WESTERN will inform the CORPORATION of the royalty reduction percentage
applicable in respect of said LICENSED PRODUCT and patent or patents and
the effective date thereof.
4.03 A LICENSED PRODUCT, or maintenance part therefor, which is
made and sold by the CORPORATION or any of its SUBSIDIARIES and which is
a ROYALTY-BEARING PRODUCT hereunder on account of one or more of
WESTERN'S PATENTS, may be treated by the CORPORATION as not licensed and
not subject to royalty hereunder if all of the following conditions are
met:
(i) The purchaser is licensed under the same patent or patents, pursuant
to another agreement, to have said LICENSED PRODUCT or part made;
(ii) The purchaser expressly advises the CORPORATION or its SUBSIDIARY,
whichever effects the making and sale, in writing at or prior to (but in
no event later than) the time of such sale that, in purchasing said
LICENSED PRODUCT or part, it is exercising its own license or licenses
under said patent or patents to have said LICENSED PRODUCT or part made;
and
[[Page 388]]
(iii) The CORPORATION retains such written advice and makes it available
to WESTERN at the latter's request.
4.04 Only one royalty shall be payable hereunder in respect of any
ROYALTY-BEARING PRODUCT. Royalty shall accrue hereunder on any LICENSED
PRODUCT, or maintenance part therefor, upon its first becoming a
ROYALTY-BEARING PRODUCT, and the royalty thereon shall become payable in
accordance with the provisions of this Article IV upon the first sale,
lease or putting into use thereof.
4.05 If any sale of a ROYALTY-BEARING PRODUCT shall be made by the
CORPORATION or a SUBSIDIARY thereof to:
(i) Any company of which the CORPORATION is a SUBSIDIARY at the time of
such sale, or
(ii) The CORPORATION or a SUBSIDIARY thereof or any other SUBSIDIARY of
a company of which the CORPORATION is a SUBSIDIARY at the time of such
sale,
royalty payable hereunder shall be computed on the FAIR MARKET VALUE of
such ROYALTY-BEARING PRODUCT.
Article V--Reports and Payments
5.01 The CORPORATION shall keep full, clear and accurate records
with respect to ROYALTY-BEARING PRODUCTs. WESTERN shall have the right
through its accredited auditing representatives to make an examination
and audit, during normal business hours, not more frequently than
annually, of all such records and such other records and accounts as may
under recognized accounting practices contain information bearing upon
the amount of royalty payable to it under this agreement. Prompt
adjustment shall be made by the proper party to compensate for any
errors or omissions disclosed by such examination or audit. Neither such
right to examine and audit nor the right to receive such adjustments
shall be affected by any statement to the contrary, appearing on checks
or otherwise, unless such statement appears in a letter, signed by the
party having such right and delivered to the other party, expressly
waiving such right.\1\
---------------------------------------------------------------------------
\1\ If licensee insists on a non-Western auditor, third line,
insert, after ``representatives'', -or, at the election of the
CORPORATION, through a firm of certified public accountants proposed by
WESTERN and accepted by the CORPORATION-.
---------------------------------------------------------------------------
5.02 (a) Within sixty (60) days after the end of each semiannual
period ending on June 30th or December 31st, commencing with the
semiannual period during which this agreement first becomes effective,
the CORPORATION shall furnish to WESTERN a statement, in form acceptable
to WESTERN; certified by a responsible official of the CORPORATION:
(i) Showing all ROYALTY-BEARING PRODUCTS, by kinds of LICENSED PRODUCTS,
which were sold, leased or put into use during such semiannual period,
the NET SELLING PRICES of such ROYALTY-BEARING PRODUCTS or (where
royalty is based on FAIR MARKET VALUES) the FAIR MARKET VALUES thereof
and the amount of royalty payable thereon (or if no such ROYALTY-BEARING
PRODUCT has been so sold, leased or put into use, showing that fact);
(ii) Identifying, if royalty is reduced under provisions of section
4.02, each LICENSED PRODUCT by its type and the patent or patents
involved in such royalty reduction;
(iii) Showing, by purchasers and kinds of LICENSED PRODUCTS, the
monetary totals of the sales, to each purchaser exercising its own ``to
have made'' license or licenses, of LICENSED PRODUCTS and maintenance
parts in transactions of the character described in section 4.03; and
(iv) Identifying all transactions of the character described in section
4.05.
(b) Within such sixty (60) days the CORPORATION shall, irrespective
of its own business and accounting methods, pay to WESTERN the royalties
payable for such semiannual period.
(c) Notwithstanding the provisions of section 7.04(a)(v), the
CORPORATION shall furnish whatever additional information WESTERN may
reasonably prescribe from time to time to enable WESTERN to ascertain
which LICENSED PRODUCTS (and maintenance parts therefor) sold, leased or
put into use by the CORPORATION or any of its SUBSIDIARIES are subject
to the payment of royalty to WESTERN, and the amount of royalty payable
thereon.
5.03 Royalty payments provided for in this agreement shall, when
overdue, bear interest at an annual rate of one percent (1%) over the
prime rate or successive prime rates in effect in New York City during
delinquency.
5.04 Payment to WESTERN shall be made in United States dollars to
WESTERN'S Treasury Organization at 222 Broadway, New York, New York
10038, or at such changed address as WESTERN shall have specified by
written notice. If any royalty for any semiannual period referred to in
section 5.02 is computed in other currency, conversion to United States
dollars shall be at the prevailing rate for bank cable transfers on New
York City as quoted for the last day of such semiannual period by
leading banks dealing in the New York City foreign exchange market.
[[Page 389]]
Article VI--Termination, Cancellation and Surrender
6.01 Any termination under the provisions of this Article VI by one
party of licenses and rights of the other party shall not affect the
licenses and rights of the terminating party and its sublicensees (or of
AT&T and its sublicensees if WESTERN is the terminating party), nor the
obligations of the CORPORATION under the provisions of Articles IV and V
if it is the terminating party.
6.02 If WESTERN shall fail to fulfill one or more of its
obligations under this agreement, the CORPORATION may, upon election and
in addition to any other remedies that it may have, at any time
terminate all licenses and rights granted to WESTERN and AT&T hereunder,
by not less than six (6) months' written notice to WESTERN specifying
any such breach, unless within the period of such notice all breaches
specified therein shall have been remedied.
6.03 (a) If the CORPORATION shall fail to fulfill one or more of:
(i) Its obligations under Articles IV or V, or
(ii) Its obligations under this agreement whereby WESTERN or AT&T fails
to receive licenses or rights which it is entitled hereunder to receive
under patents issued in the United States,
WESTERN may, upon the election and in addition to any other remedies
that it may have, at any time terminate all licenses and rights granted
to the CORPORATION hereunder, by not less than six (6) months' written
notice to the CORPORATION specifying any such breach, unless within the
period of such notice all breaches specified therein shall have been
remedied.
(b) Termination by WESTERN of licenses and rights granted to the
CORPORATION shall terminate the obligations of the CORPORATION under the
provisions of Articles IV and V relating to such terminated licenses and
rights, except such obligations as to ROYALTY-BEARING PRODUCTS made,
sold, leased or put into use prior to such termination.
6.04 (a) By written notice to WESTERN, the CORPORATION may cancel
the licenses for any specified products granted hereunder to it under
WESTERN'S PATENTS. Such cancellation shall be effective as of the date
of giving said notice but shall not relieve the CORPORATION of its
obligation to pay accrued royalties with respect to such specified
products.
(b) By written notice to the CORPORATION, WESTERN or AT&T may cancel
the licenses for any specified products granted hereunder to it under
the CORPORATION'S PATENTS, such cancellation to be effective as of the
date of giving said notice.
6.05 By written notice to WESTERN, specifying any of WESTERN'S
PATENTS by number and date of issuance, the CORPORATION may surrender
and terminate all licenses and rights granted to it under such specified
patent or patents or under any specified invention or inventions
thereof. Such surrender and termination shall be effective as of a date
specified in said notice which shall not be more than six (6) months
prior to the date of giving said notice. As of said effective date, such
specified patent or patents or invention or inventions shall cease to be
among, or among the inventions of, WESTERN'S PATENTS for the purposes of
this agreement without affecting obligations in respect of royalties
accrued prior to said effective date.
6.06 (a) Every sublicense granted by a party or AT&T shall
terminate with termination or cancellation of its corresponding license.
(b) Any sublicenses granted shall terminate if and when the grantee
thereof ceases to be an ASSOCIATED COMPANY of WESTERN or AT&T or a
SUBSIDIARY of the CORPORATION. Each LICENSED PRODUCT and each
maintenance part, made by or for a SUBSIDIARY of the CORPORATION, and on
which royalty has accrued but which remains not sold, leased or put into
use at the time such SUBSIDIARY ceases to be a SUBSIDIARY of the
CORPORATION, shall be deemed to have been put into use by such
SUBSIDIARY immediately prior to such time at the place said LICENSED
PRODUCT or part is then located.
(c) If an ASSOCIATED COMPANY'S relationship to a party or AT&T
changes so that such ASSOCIATED COMPANY is no longer an ASSOCIATED
COMPANY of such party or AT&T, licenses and rights acquired under the
patents and patent rights of such ASSOCIATED COMPANY for inventions made
prior to the date such relationship changed shall not be affected by
such change.
6.07 Licenses, immunities and rights with respect to each LICENSED
PRODUCT, and each maintenance part, made, sold, leased or put into use
prior to any termination or cancellation under the provisions of this
Article VI shall survive such termination or cancellation.
Article VII--Miscellaneous Provisions
7.01 With respect to patents or inventions owned jointly by the
CORPORATION, or any of its ASSOCIATED COMPANIES, with any other person
or persons who has or have granted, or who shall hereafter grant, to
WESTERN or AT&T, licenses or other rights thereunder, the CORPORATION,
to the extent that the licenses and rights so granted do not exceed the
scope of the licenses and rights herein granted by the CORPORATION,
consents to the grant of licenses and rights to WESTERN and AT&T under
such patents and inventions by such other person or persons.
[[Page 390]]
7.02 (a) Each party shall, upon written request from the other
party sufficiently identifying any patent by country, number and date of
issuance, inform the other party as to the extent to which any such
patent is subject to the licenses, immunities and rights granted to such
other party.
(b) If such licenses, immunities or rights under any such patent are
restricted in scope, copies of all pertinent provisions of any contract
(other than provisions of a contract with a government to the extent
that disclosure thereof is prohibited under that government's laws or
regulations) creating such restrictions shall, upon request, be
furnished to the party making such request.
7.03 Upon written request from one party, the other party shall
inform the requesting party which of said other party's patents cover
inventions under which the United States Government holds a royalty-free
license.
7.04 (a) Nothing contained in this agreement shall be construed as:
(i) Requiring the filing of any patent application, the securing of any
patent or the maintaining of any patent in force; or
(ii) A warranty or representation by any grantor as to the validity or
scope of any patent; or
(iii) A warranty or representation that any manufacture, sale, lease,
use or importation will be free from infringement of patents other than
those under which and to the extent to which licenses or immunities are
in force hereunder; or
(iv) An agreement to bring or prosecute actions or suits against third
parties for infringement; or
(v) An obligation to furnish any manufacturing or technical information
or assistance; or
(vi) Conferring any right to use, in advertising, publicity or
otherwise, any name, trade name or trademark, or any contraction,
abbreviation or simulation thereof; or
(vii) Conferring by implication, estoppel or otherwise upon any grantee
any license or other right under any patent, except the licenses and
rights expressly granted to such grantee; or
(viii) An obligation upon any grantor to make any determination as to
the applicability of any patent to any product of any grantee or any of
its ASSOCIATED COMPANIES; or
(ix) A release for any infringement prior to the effective date hereof.
(b) Neither party nor AT&T makes any representations, extends any
warranties of any kind or assumes any responsibility whatever with
respect to the manufacture, sale, lease, use or importation of any
LICENSED PRODUCT, or part therefor, by any grantee, any of its
ASSOCIATED COMPANIES, or any direct or indirect supplier or vendee or
other transferee of any such company, other than the licenses,
immunities, rights and warranties expressly herein granted.
7.05 Neither this agreement nor any licenses or rights hereunder,
in whole or in part, shall be assignable or otherwise transferable.
7.06 Any notice, request or information shall be deemed to be
sufficently given when sent by registered mail addressed to the
addressee at its office above specified (and when addressed to WESTERN,
to the attention of its Patent Licensing Organization) and any royalty
statement shall be deemed to be sufficiently furnished when sent by
registered mail addressed to WESTERN'S Treasury Organization at 222
Broadway, New York, New York 10038, or at such changed address as the
addressee shall have specified by written notice.
7.07 This agreement sets forth the entire agreement and
understanding between the parties as to the subject matter hereof and
merges all prior discussions between them and neither of the parties
shall be bound by any conditions, definitions, warranties,
understandings or representations with respect to such subject matter
other than as expressly provided herein, or in any prior existing
written agreement between the parties, or as duly set forth on or
subsequent to the effective date hereof in writing and signed by a
proper and duly authorized representative of the party to be bound
thereby.
7.08 The construction and performance of this agreement shall be
governed by the law of the State of New York.
IN WITNESS WHEREOF, each of the parties has caused this agreement to
be executed in duplicate originals by its duly authorized
representatives on the respective dates entered below.
WESTERN ELECTRIC COMPANY, INCORPORATED
By_____________________________________________________________________
Director of Patent Licensing
______________________________________________________________
Date
[SEAL]
Attest:
______________________________________________________________
Secretary
By______________________________________________________________________
Title__________________________________________________________________
_____________________________________________________________
Date
[SEAL]
Attest:
______________________________________________________________
Secretary
General Definitions Appendix
ASSOCIATED COMPANIES of AT&T are The Southern New England Telephone
Company, a Connecticut corporation, and its
[[Page 391]]
SUBSIDIARIES, Cincinnati Bell Inc., an Ohio corporation, and its
SUBSIDIARIES, and SUBSIDIARIES of AT&T other than WESTERN and its
SUBSIDIARIES.
ASSOCIATED COMPANIES of the CORPORATION are SUBSIDIARIES of the
CORPORATION, companies presently having the CORPORATION as a SUBSIDIARY
and other SUBSIDIARIES of such companies.
ASSOCIATED COMPANIES of WESTERN are SUBSIDIARIES of WESTERN.
The CORPORATION'S PATENTS means all patents issued at any time in
the United States for:
(i) Inventions made prior to the termination of the FIVE YEAR PERIOD and
owned or controlled at any time during the FIVE YEAR PERIOD by the
CORPORATION or any of its ASSOCIATED COMPANIES,
(ii) Inventions made during the FIVE YEAR PERIOD, solely or jointly with
anyone, and in the course of their employment by employees of any such
company who are employed to do research, development or other inventive
work, and
(iii) Any other inventions made prior to the termination of the FIVE
YEAR PERIOD, with respect to which and to the extent to which any such
company shall at any time during the FIVE YEAR PERIOD have the right to
grant the licenses and rights which are herein granted by the
CORPORATION.
FAIR MARKET VALUE means the NET SELLING PRICE which the CORPORATION
or any of its SUBSIDIARIES, whichever effects the sale, lease or use of
the product or maintenance part, would realize from an unaffiliated
buyer in an arm's length sale of an identical product or maintenance
part in the same quantity and at the same time and place as such sale,
lease or use.
FIVE YEAR PERIOD means the period commencing on the effective date
of this agreement and having a duration of five years.
LICENSED PRODUCT means, as to any respective grantee,
(i) any product as such, or
(ii) any product which is any specified combination.
of the kinds listed in section 2.01 or 2.02 of this agreement. Although
the term does not mean, and although licenses are not granted for, any
other combination, a LICENSED PRODUCT
(iii) shall not lose its status as such on account of, and
(iv) shall not cause an unlicensed combination to infringe the grantor's
patents (i.e., WESTERN'S PATENTS or the CORPORATION'S PATENTS, as the
case may be) solely on account of, such LICENSED PRODUCT being made,
sold, leased or put into use as part of an unlicensed combination.
NET SELLING PRICE means the gross selling price of the ROYALTY-
BEARING PRODUCT in the form in which it is sold, whether or not
assembled (and without excluding therefrom any components or
subassemblies thereof, whatever their origin and whether or not patent
impacted), less the following items but only insofar as they pertain to
the sale of such ROYALTY-BEARING PRODUCT by the CORPORATION or any of
its SUBSIDIARIES and are included in such gross selling price:
(i) Usual trade discounts actually allowed (other than cash discounts,
advertising allowances, or fees or commissions to any employees of the
CORPORATION, a SUBSIDIARY of the CORPORATION, a company of which the
CORPORATION is a SUBSIDIARY at the time of the sale, or any other
SUBSIDIARY of a company of which the CORPORATION is a SUBSIDIARY at the
time of such sale);
(ii) Packing costs;
(iii) Import, export, excise and sales taxes, and customs duties;
(iv) Costs of insurance and transportation from the place of manufacture
to the customer's premises or point of installation;
(v) Costs of installation at the place of use; and
(vi) Costs of special engineering services not incident to the design or
manufacture of the ROYALTY-BEARING PRODUCT.
ROYALTY-BEARING PRODUCT means any LICENSED PRODUCT of the kinds
specified in section 2.01 of this agreement (other than any LICENSED
PRODUCT for which all the licenses granted in this agreement are at a
royalty rate of zero percent (0%)), and any maintenance part therefor,
(i) Which upon manufacture includes, or the manufacture of which
employs, any invention of any of WESTERN'S PATENTS in force at the time
and place of such manufacture, or
(ii) Which includes when sold, leased or put into use, or the use of
which employs, any invention of any of WESTERN'S PATENTS in force at the
time and place of such sale, lease or use,
other than:
(iii) Inventions under which the United States Government holds a
royalty-free license if such LICENSED PRODUCT or part is contracted for,
directly or indirectly, by the United States Government, or by another
national government with funds derived through the Military Assistance
Program or otherwise through the United States Government, and
(iv) Inventions employed in the manufacture of, or included in, such
LICENSED
[[Page 392]]
PRODUCT or any original part thereof, or such maintenance part therefor
or any original part thereof, by a direct or indirect supplier of the
CORPORATION or any of its SUBSIDIARIES, but only to the extent such
supplier has exercised its own licenses granted by WESTERN under patents
for such inventions to so employ or include said inventions.
SUBSIDIARY means a company the majority of whose stock entitled to
vote for election of directors is now or hereafter controlled by the
parent company either directly or indirectly, but any such company shall
be deemed to be a SUBSIDIARY only so long as such control exists.
WESTERN'S PATENTS means all patents issued at any time in the United
States for:
(i) Inventions made prior to the termination of the FIVE YEAR PERIOD and
owned or controlled at any time during the FIVE YEAR PERIOD by AT&T,
WESTERN or any of their SUBSIDIARIES,
(ii) Inventions made during the FIVE YEAR PERIOD, solely or jointly with
anyone, and in the course of their employment by employees of any such
company who are employed to do research, development or other inventive
work, and
(iii) Any other inventions made prior to the termination of the FIVE
YEAR PERIOD, with respect to which and to the extent to which any such
company shall at any time during the FIVE YEAR PERIOD have the right to
grant the licenses and rights which are herein granted by WESTERN;
provided, however, that said patents do not include those issued for
inventions made by employees of any SUBSIDIARY of WESTERN or AT&T
exclusively engaged in the performance of contracts with the Energy
Research and Development Administration of the United States.
[ 41 FR 28699 , July 12, 1976, as amended at 50 FR 47549 , Nov. 19, 1985]
Goto Section: 68.502 | 68.506
Goto Year: 1996 |
1998
CiteFind - See documents on FCC website that
cite this rule
Want to support this service?
Thanks!
Report errors in
this rule. Since these rules are converted to HTML by machine, it's possible errors have been made. Please
help us improve these rules by clicking the Report FCC Rule Errors link to report an error.
hallikainen.com
Helping make public information public