DATRO Consortium and Google Inc. - Patent(s) Agreement

This PATENT PURCHASE AGREEMENT (the „Agreement“) is entered into by and between Google Inc. a Delaware corporation with its principal place of business at 1600 Amphitheatre Parway, Mountain View, CA 94043 USA („Google“ or „Seller“) and the DATRO Consortium (formerly „Wave Telecom“, „Make it Wave“ and „HLCA Media“ - T/A as „Wave“/“HotspotBnB“), Limited Liability British Companies, with its principal place of business at „Newmill Farm, Monknash, Cowbridge, Wales CF71 7QQ“ (formerly „Enterprise Industrial Estate, Enterprise Road, Waterlooville, England, PO8 0BB“ („Buyer“)) and is effective as of November 10, 2015 (the „Effective Date).

Recitals

WHEREAS, Seller owns certain provisional patent applications, patents, and/or related foreign patents and applications;

WHEREAS, Buyer desires to obtain, and Seller is willing to assign to Buyer, certain patents on the terms and conditions set forth in this Agreement;

WHEREAS, Seller desires to receive a license back from Buyer to such patents for the benefit of itself, its Affiliates (as defined below) and its product and service ecosystems;

NOW THEREFORE, for and in consideration of the foregoing and their mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Seller and Buyer, the parties hereby agree as follows:

• Release Notes and Notices
  • This Release (Version 0.0.3)
  • Older Versions
  • Known and Corrected Issues
• Definitions
• Delivery, Closing and Consideration
  • Delivery
  • Closing
  • Consideration
  • Additional Payments
• Transfer of Patents and Additional Rights; License Back
  • Assignment of Patents
  • Assignment of Additional Rights
  • Existing Licenses
  • License Back
  • Reimbursement
• Reversionary Interest
  • Buyer Must Remain in LOT Network for Two Years
  • Reversion to Google
  • No Licence Back to Buyer
• Additional Obligations
  • Further Cooperation
  • Common Interest Agreement
  • Disclosure of Licensees
• Representations and Warranties of Seller
  • Authority
  • Title
  • Existing Licenses Clause
  • Special Conditions on Standards Essential Patents
• Miscellaneous
  • Disclaimer of Representations and Warranties
  • Limitation of Liability
  • Limitation on Consequential Damages
  • Compliance with Laws
  • Confidentiality of Terms
  • Governing Law; Venue/ Juristiction
  • Notices
  • Relationship of Parties
  • Severability
  • Waiver
  • Termination
  • Miscellaneous Items
  • Counterparts
• Signatures and Agreement
• Patent Annex

Document Author(s):

Kirk W. Dailey, Head of Patent Transactions, Google Inc.

and

Sion Buckler, Founder & Executive Officer, DATRO Consortium