Quantum Materials Corp. (fka QTMM)

[BigE1960]

I'm entertained by this...

Section 7.2 Disclaimer of Warranties. THE LICENSOR MAKES NO REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND EXPLICITLY DISCLAIMS ANY REPRESENTATION AND WARRANTY, INCLUDING WITH RESPECT TO ANY ACCURACY, COMMERCIAL UTILITY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT OR TITLE FOR THE INTELLECTUAL PROPERTY, PATENT RIGHTS, LICENSE AND ANY LICENSED PRODUCT PROVIDED OR MANUFACTURED BY THE LICENSOR OR ANY AUTHORIZED THIRD PARTY. Furthermore, nothing in this Agreement will be construed as:

(a) a representation or warranty by the Licensor as to the validity or scope of any Licensed Patent;
(b) a representation or warranty that anything made, used, sold or otherwise disposed of under the License is or will be free from infringement of patents, copyrights, trademarks or any other forms of intellectual property rights or tangible property rights of Third Parties;
(c) obligating the Licensor to bring or prosecute actions or suits against Third Parties for patent, copyright or trademark infringement;
(d) conferring by implication, estoppel or otherwise any license or rights under any Patent rights of the Licensor, regardless of whether such Patent rights are dominant or subordinate to rights under the Licensed Patents; and
(e) obligating the Licensor to furnish any know-how except for the Licensed Know-How.

and this...

Section 5.1 Improvements. All developments, including inventions, whether patentable or otherwise, discoveries, ideas, improvements, trade secrets, and writings which arise from, are in connection with or relate to the Licensed Products or the Licensed Technology, and which the Licensee, either by itself or in conjunction with any other entity, entities, person or persons, has acquired, acquired knowledge of, conceived, developed or made while engaged in any activity on behalf of or while acting for the Licensor or otherwise as contemplated by the MOU and the other agreements, certificates, documents and other instruments contemplated by the MOU during the term of this Agreement (the “Improvements”), shall, on and after the start of the Term, be owned by and shall become the sole and exclusive property of the Licensor. The Licensee hereby assigns, conveys and transfers, and agrees to so assign, convey and transfer to the Licensor, all of its right, title and interest in and to any and all such Improvements and to disclose in writing to the Licensor, as soon as practicable, all Improvements that it believes in its good faith judgment may be of material significance to the Licensor, and to reduce any such Improvements to writing at the request of the Licensor if it has not already done so. At any time, and from time to time, upon the request and at the expense of the Licensor, the Licensee will, and will cause its Agents to, execute and deliver any and all instruments, documents and papers, give evidence and do any and all other acts which, in the reasonable opinion of counsel for the Licensor, are or may reasonably be necessary or desirable to document such transfer or to enable the Licensor to file and prosecute applications for and to acquire, maintain and enforce any and all patents, trademark registrations or copyrights under United States or foreign law with respect to any such Improvements or to obtain any extension, validation, reissue, continuance or renewal of any such patent, trademark or copyrights. The Licensor will be responsible for the preparation of any such documents, papers and other instruments and for the prosecution of any such proceedings. The Licensee covenants and warrants that the Improvements will not infringe upon any copyright, patent, trademark, trade secret or other intellectual property interest of any third party. The Licensee will indemnify and hold the Licensor harmless from and against all such infringement claims, damages, losses and suits and damages. The Licensor shall not enter into any settlement with respect to such infringement claims without the prior written consent of the Licensee if the relief provided by such settlement consists of monetary damages that are to be paid by the Licensee, including, but not limited to, attorney’s fees and costs, and shall promptly following any bona-fide claim of infringement correct the Improvements so as not to be infringing, or secure at its own expense the right of the Licensor to use the Improvements without infringement.

"We're not guaranteeing you that we have anything*, but if YOU actually invent something good, WE'LL own that too!"

* Okay, there is that little 15% efficiency thingy.