TELKONET INC 8-K/A, filed Feb 19, 2021

TELKONET INC (TKOI)

8-K/A 2021-02-19 For: 2020-11-30

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Added on April 06, 2026

About this 8-K/A

TELKONET INC filed this 8-K/A on February 19, 2021, reporting on events of November 30, 2020.

Items reported

Item 9.01: Financial statements and exhibits

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000-31972	87-0627421
(Commission File No.)	(I.R.S. Employer Identification No.)

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Exhibit No.	Description
10.1^*	Wireless Network Patent License Agreement, dated effective November 30, 2020, by and between Telkonet, Inc., SIPCO, LLC, and IPCO, LLC dba Intus^TM

Dated: February 19, 2021	TELKONET, INC.


	By: /s/ Jason Tienor
	Jason Tienor
	Chief Executive Officer

	1.3	Arm’s-Length Sale – shall mean a Sale between or among entities that are not Affiliates and at competitive conditions which prevail in the market, or the equivalent of such a Sale as determined by mutual agreement of the parties.

	1.4	Intentionally Left Blank

	1.5	Confidential Information – shall mean any information shared between the parties according to this Agreement, which information is marked or identified by the disclosing party as confidential or with words of similar import, or is of such a nature that the receiving party should reasonably expect the disclosing party would want it treated as confidential, including without limitation information shared pursuant to Sections 2.9, 3.7 or 3.9, Article 5 or Exhibit D. For avoidance of doubt, the terms of this Agreement shall be treated as Confidential Information of both parties.

	1.6	Customer – shall mean any person or entity that is the ultimate end user of a Licensed Product obtained from Licensee or its Affiliate, either directly or indirectly.

	1.7	Devices – shall mean Nodes and/or Gateways; provided, however, that Devices shall not include components or subcomponents of Nodes or Gateways (including, but not limited to, chipsets, motherboards, semiconductors, antennae and/or modules designed for incorporation into another article), but instead shall only include substantially completed items designed for use by a Customer in the form in which such items are Sold by Licensee or its Affiliates.

	1.8	Distributor – shall mean any third-party distributor, reseller, sales agent, or channel partners of Licensed Products obtained from Licensee or its Affiliate, either directly or indirectly. For avoidance of doubt, channel partners shall include but not be limited to downstream: systems integrators; technology deployment consultancies; value-added resellers, distributors, vendors, retailers; consultants; ESCO (energy service companies); and sales agents.

	1.9	Effective Date – shall mean the date on which this Agreement is signed by the last of the parties to execute it.

	1.10	Field of Use – shall mean any field of use except Industrial Automation Products. Industrial Automation Products means robotic devices, computers, and control systems used in managing, monitoring and controlling equipment used in industrial processes.

	1.11	Gateway – shall mean a device, whether alone or incorporated in or with one or more other devices, that is capable of communicating and/or interfacing between or among networks, at least one of which is a Network, including any integrated firmware or software.

	1.12	Licensed Patents – shall mean the patents and patent applications listed on Exhibit A attached hereto, as well as any other patents and patent applications that are or become owned, controlled or licensable by Licensors at any time on or after the Effective Date, including, without limitation, continuations, continuations-in-part, divisionals, reissues, and reexamined patents of the patents and patent applications listed on Exhibit A, and all patents and patent applications (including foreign counterparts) claiming priority directly or indirectly therefrom, or from which any such patent or patent application claims priority directly or indirectly.

	1.13	Licensed Product – shall mean any Device, System Control Software and/or Remote Access Service within the Field of Use (whether branded or not) that, but for the rights and licenses granted hereunder, would, according to Licensors, infringe one or more Valid Claims of the Licensed Patents, either on its own or when used in a Network. Licensed Products shall include, notwithstanding any other provisions of this agreement, and without limitation, the products or services listed on Exhibit B and Exhibit C attached hereto and any other Devices Sold by Licensee or its Affiliates as of or prior to the Effective Date. Subject to the foregoing and for the avoidance of doubt, Licensed Products shall not include any product, system control software, or service that is not capable of Wireless Multi-Hop Network communication, and where because such product, system control software, or service is not capable of infringing any Valid Claims of the Licensed Patents.

	1.14	Enable, Enabled or Enablement – means hardware, software or any physical modification that, when added to/removed from, incorporated into or acted upon a device allows or provides for the functionality that renders the device capable of communicating and/or interfacing between or among networks, at least one of which is a Wireless Multi-Hop Network, whether or not such functionality is provided by or would require the addition, removal or activation of any hardware, or any firmware or software.

	1.15	Disable or Disabled – means hardware, software or any physical modification that, when added to/removed from, incorporated into or acted upon a device prevents or removes the functionality that renders the device capable of communicating and/or interfacing between or among networks, at least one of which is a Wireless Multi-Hop Network, whether or not such functionality is provided by or would require the addition, removal or activation of any hardware, or any firmware or software.

	1.16	Disabled Products – means any product that is Disabled at the time of Sale by the Licensee.

	1.17	Future Enabled Products – means any Disabled Product that is Enabled at the time of Sale or thereafter by or with the direct support (direct support understood to include authorization) of Licensee or its Affiliates.

	1.18	Network – shall mean a wireless network capable of using one or more of the following protocols: (i) ZigBee; (ii) Z-Wave; (iii) RF4CE; (iv) 6LoWPAN; (v) WirelessHART; (vi) EnOcean; (vii) ISA100.11a; (viii) IEEE 802.15.4; (ix) Thread; or (x) any other Wireless Multi-Hop Network. For the avoidance of doubt, the term “Wireless Multi-Hop Network” shall mean a wireless network of devices that includes a device capable of relaying data on behalf of other devices in the network.

	1.19	Node – shall mean a device, whether alone or incorporated in or with one or more other devices, that is capable of functioning as a radio transmitter and/or receiver in one or more Networks by wirelessly transmitting a signal to and/or wirelessly receiving a signal from one or more other similar devices and/or Gateways, including any integrated firmware or software.

	1.20	Patent – shall mean any issued patent (including reexaminations, reissues, continuations, divisions and continuations-in-part), enforceable invention certificate, or issued utility model of any country, or any enforceable allowed patent application or enforceable allowed utility model application, published for opposition in any country.

	1.21	Release Date – shall mean July 1, 2020.

	1.22	Remote Access Service – shall mean any service offered by Licensee or its Affiliates that involves the use of Devices in a Remote Access Configuration, which service is offered by Licensee or its Affiliates (i) directly to Customers; or (ii) to one or more third parties that themselves contract to provide such service to Customers.

	1.23	Remote Access Configuration – shall mean a system or network that includes at least one Gateway in communication with a remote computing device (such as a cell phone, tablet, laptop, desktop computer, server computer or other similar device) via the Internet or another wide area network (WAN) using System Control Software.

	1.24	Sale (Sell) (Sold) – shall mean any sale, re-sale, rental, lease, license or other form of distribution or provision of a Licensed Product to a person or entity. A Sale shall be deemed to have occurred when the Licensed Product is paid for by or delivered to the person or entity, whichever occurs earlier; provided, however, that in the case of Licensed Products Sold on a subscription or recurring revenue basis, a separate Sale shall be deemed to have occurred for each period covered by a subscription or recurring revenue payment owing from the person or entity on the earlier of (i) the date that the Licensed Product is paid for by person or entity, or (ii) the first day of the period covered by the subscription or recurring revenue payment owing from the person or entity.

	1.25	Sales Price – shall mean (i) in the case of an Arm’s-Length Sale of Licensed Products for which no value other than money is received either directly or indirectly, the total amount invoiced for the applicable Sale after deduction of any actual seller-to-buyer discounts granted; and excluding, or making proper deductions for any costs of carriage and freight and value added tax or other sales tax and, in the case of export orders, any import duties or similar applicable governmental levies, subject in all cases to the same being separately charged; or (ii) in the case of any other Sale or usage of Licensed Products, the fair market value of such Licensed Products as determined by reference to comparable Arm’s-Length Sales made during the same period, if any. Notwithstanding any actual seller-to-buyer discounts as described in section (i) above, the Sales Price also shall include any money or other consideration received from a third party in connection with the Sale of Licensed Products, such as, for example, advertising, sponsorship or other similar revenue. Sales Price in currencies other than United States dollars (US$) shall be converted to United States dollars (US$) at the foreign official conversion rate as reported by the Federal Reserve Bank of New York on the third business day prior to the date that payment under this Agreement is due.

	1.26	Supplier – shall mean a person or entity that (i) is a contract manufacturer of Licensed Products for Licensee or its Affiliates, or (ii) supplies components or services to Licensee or its Affiliates for their manufacture of Licensed Products.

	1.27	System Control Software – shall mean software capable of accessing, monitoring and/or controlling one or more Nodes and/or Gateways in a Network. However, System Control Software shall not include any firmware or software that is integrated or intended for integration into Nodes and/or Gateways, or any components thereof.

	1.28	Valid Claim – shall mean a claim of a Patent, which claim has neither expired nor been finally, following expiration of all rights of appeal, held unpatentable, invalid or unenforceable by a court or other government agency of competent jurisdiction at both the time of manufacture and the time of sale of the applicable product or service.

	2.4	Release. Subject to the payment and other terms of this Agreement, including payment of the Initial Payment, all Minimum Payment amounts, Closing Payment and all other payments required under Section 3.1, Licensors hereby irrevocably and forever discharge and release Licensee (and its existing Affiliates as of the Effective Date (“Current Affiliates”)), and their Suppliers, Distributors and Customers, from any and all past, present and future claims, demands or liability of every kind and nature, at law, in equity or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, threatened, not threatened or that could have been threatened, for infringement (directly, contributorily, by inducement or otherwise) of any of the Licensed Patents based on their making, having made, Selling, offering for Sale, importing, exporting or using any Licensed Products Sold by Licensee or its Current Affiliates within the Field of Use prior to the Release Date, to the extent such activities would have been authorized under this Agreement if the licenses and other rights granted hereunder had been in existence at such time. In the case of any Acquired Entity, the foregoing release shall not apply to any Licensed Products Sold by the Acquired Entity within the Field of Use prior to its Affiliation Date, unless and until all royalties are paid on such Licensed Products pursuant to Section 3.1 and as otherwise provided in this Agreement.

	2.5	No Implied Licenses or Rights. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NO LICENSE, COVENANT NOT TO ASSERT, RELEASE OR OTHER IMMUNITY IS GRANTED TO LICENSEE, ITS AFFILIATES, OR ANY OTHER PERSON OR ENTITY, EITHER DIRECTLY OR BY IMPLICATION, ESTOPPEL OR OTHERWISE. NO RIGHTS OR LICENSES ARE EXTENDED FOR PRODUCTS OR SERVICES NOT EXPRESSLY LICENSED HEREUNDER, OR FOR ANY COMBINATIONS OF THE LICENSED PRODUCTS WITH OTHER PRODUCTS OR SERVICES EXCEPT AS EXPRESSLY SET FORTH HEREIN.

	2.6	Notice Required for Sales. Licensee shall provide, and cause its Affiliates to provide, the following notice or a notice with substantially the same effect of disclaiming any implied licenses) to each Distributor or Customer to which Licensee or its Affiliate Sells or otherwise provides Licensed Products that are designed or intended for incorporation into or use with a wireless mesh network: “NO RIGHTS OR LICENSES UNDER PATENTS OWNED OR CONTROLLED BY THIRD PARTIES, EXPRESS OR IMPLIED, ARE GRANTED WITH RESPECT TO ANY OTHER PARTY’S DEVICES OR SERVICES WHETHER ALONE OR IN COMBINATION WITH THESE PRODUCTS AND/OR SERVICES.” Such notice must be provided in the packaging, shipping documentation, manual for, or other similar items accompanying the Licensed Products. Virtual marking where the phrase “license rights and limitations” (or a substantially similar phrase) is used together with a publicly accessible address on the Internet that declares above-stated notice is also permissible.

	2.7	Affiliates and Sublicenses. Licensee is responsible for ensuring compliance by its Affiliates with the obligations under this Agreement applicable to them, and for any breach of such obligations by its Affiliates, except as to those of its Affiliates that have separately agreed in writing to be bound by such obligations, and for which written notice has been provided to Licensors. Licensee and its Affiliates shall have no right to grant any sublicenses under the Licensed Patents.

	2.8	Patent Marking. Licensee and its Affiliates shall mark the Licensed Products constituting articles with the patent numbers for the Licensed Patents covering such Licensed Products. If marking of the Licensed Products themselves is not practical, their associated product packaging, labels, tags or products inserts shall be marked with such patent numbers instead. Virtual marking where the word “patent” or the abbreviation “pat.” is used together with a publicly accessible address on the Internet that associates the Licensed Product with the required patent numbers is permissible. The obligations required of Licensees and its Affiliates may be satisfied by including a notice of the form: “Covered by one or more claims of patents: http://sipcollc.com/patent-list/ and http://intusiq.com/patent-list/.” Licensors shall have the right to request in writing, no more than once per year, that Licensee provide reasonable evidence of the marking of the Licensed Products, and Licensee shall provide the same.

	2.9	Schedule of Products. Licensee represents and warrants that Exhibit B lists all Licensed Products Licensee or its Affiliates expect to Sell or offer for Sale during the twelve (12) months following the Effective Date. Upon written request by Licensors no more than once every twelve (12) months thereafter, Licensee shall provide Licensors with a written list of all Licensed Products actually Sold or offered for Sale by Licensee or its Affiliates during the preceding three (3) year period. All such lists shall include applicable product names, model numbers, service descriptions and any other identifying designations. Exhibit B hereto may be supplemented from time to time by either party in order to add any additional Licensed Products included on such lists or otherwise identified by a party or to add any additional or derivative products included on such lists or otherwise identified by a party].

	2.10	Withdrawal of Lawsuit. Within ten (10) days of the Effective Date of this Agreement, SIPCO will withdraw the claims against Licensee of 20-CV-981 with prejudice by signing and filing a copy of the Stipulated Dismissal substantially in the form as attached hereto as Exhibit E.

	3.1.1	Licensee shall pay to Licensors an Initial Payment in the amount of $40,000 in two installments: (a) $20,000 no later than 5 business days after the Effective Date and (b) $20,000 no later than December 31, 2020.

	3.1.2	In addition, Licensee shall pay to Licensors a running royalty for all Licensed Products of:

	3.1.4	Additive Royalties and Bundled Sales. For clarification, the royalties set forth in this Section 3.1 are additive to the extent that Devices, System Control Software and/or Remote Access Services are Sold separately. In the case where such items are Sold as a bundled offering with products that are not Licensed Products, the Sales Price shall be the average Sales Price for each individual Licensed Product when Sold separately during the most recent calendar quarter.

	3.1.5	Sales Between Affiliated Entities. With respect to each Licensed Product intended for ultimate Sale to a non-Affiliated third party (whether or not as part of a bundled offering), the royalties set forth in this Section 3.1 shall be payable based on the first Sale of such Licensed Product to the non-Affiliated third party, and not on Sales of the Licensed Product between or among Licensee and its Affiliates in advance thereof.

	3.2.1	Payment of Royalties. Royalties payable pursuant to Article 3 based on Licensed Products Sold on or after the Release Date shall be payable by Licensee to Licensors on a calendar quarterly basis, beginning with the period from the Release Date to the end of the then-current calendar quarter and continuing for each three (3) month period thereafter, within thirty (30) days following the end of the relevant three (3) month period. Such royalties shall be paid to Licensors and shall be accompanied by a statement pursuant to Section 3.7.

	3.2.2	Back Royalties. Based on Licensee’s representation and warranty to Licensors that Licensee and its Affiliates Sales or other provision of Licensed Products prior to the Release Date was substantially as set forth on Exhibit C (excepting refurbished products and certain end devices agreed upon by the parties) attached hereto (“Past Sales”), Licensee has agreed to the royalty rate and the Initial Payment, Minimum Payments and Closing Payment set forth in Section 3.1 for Licensed Products as compensation intended to also cover any Past Sales. This term does not extend beyond the term of every Licensed Patent in Exhibit A. Licensee shall have no additional obligation to pay royalties for Past Sales other than by satisfaction of the payment terms set forth in Section 3.1.

	3.4	Form of Payment. Any payment made under the provisions of this Agreement shall be made in United States dollars and by wire transfer to the account of Licensors to be provided by Licensor at the time of execution of this Agreement, without deduction of any taxes, bank fees or other assessments of any kind, or by such other means as the parties shall mutually agree in writing.

	3.5	Taxes. Each party shall be responsible for payment of all taxes imposed on it as a result of this Agreement or any of the transactions contemplated hereunder.

	3.6	Late Payments. Any payment required hereunder that is received by Licensors more than five (5) business days after the date it is due pursuant to the terms of this Article 3 (including unpaid portions of amounts due) shall bear interest, compounded monthly, at the lesser of one percent (1%) per month or the highest interest rate permitted to be charged by Licensors under applicable law. No payment shall be deemed made under this Agreement until the funds in the appropriate amount and as specified in this Agreement are actually received by and credited to Licensors’ bank account.

	3.7	Royalty Statements. On or prior to the date on which royalties are due for any reporting period, Licensee shall provide a royalty statement to Licensors in electronic form, which statement shall include the quantity of any and all Licensed Products Sold or used by Licensee or its Affiliates during the relevant reporting period and a calculation of the royalties, if any, which are payable. The statement also shall show in reasonable detail and separately identify each Licensed Product, its name, model number or SKU, and any other identifying designations or descriptions, as well as its Sales Price, and shall be substantially in the form of Exhibit D attached hereto or such other form as may be mutually agreed on by the parties in writing. If no Sales of Licensed Products occurred during the relevant reporting period, Licensee shall submit a statement indicating as such. All such statements shall be certified as correct by an authorized representative of Licensee.

	3.8	Books and Records. Licensee and its Affiliates shall keep and maintain accurate and detailed books and records for Licensors to ascertain all royalties payable hereunder. Books and records pertaining to a particular royalty reporting period shall be maintained for three (3) years from the date on which a royalty statement is submitted and royalty paid in respect of such period.

	3.9	Audit Rights. Licensors shall have the right to audit the books and records of Licensee and its Affiliates relating to payments made or due hereunder not more than once per calendar year upon reasonable notice to Licensee. Such audits shall be conducted during reasonable business hours and shall be performed by an independent certified public accountant selected by Licensors (the “Auditor”) in accordance with generally applicable accounting standards and practices for the conduct of financial audits. Licensee and its Affiliates shall fully cooperate with the Auditor and permit the Auditor to inspect and copy such portions of their books and records as the Auditor deems appropriate. Licensors shall bear the cost of the audit unless it reveals an underpayment in the aggregate that is greater than ten percent (10%) of the amount actually due for the period being audited. Within thirty (30) days after receiving notice from Licensors of any shortfalls uncovered, Licensee shall pay (i) such shortfalls plus interest as set forth in Section 3.6, as measured from the date when the shortfall should have been paid, and (ii) the cost of the audit if required under this paragraph.

	3.10	Third-Party Claims Regarding Certain Products. If a third party claims that any products or services it obtains from Licensee or its Affiliates, directly or indirectly, are covered as Licensed Products under this Agreement (“Claimed Products”), Licensors may request, and Licensee shall promptly provide to Licensors in writing, such information as is reasonably requested by Licensors to confirm or dispute the claim, including, without limitation, (i) whether each of the Claimed Products was, in fact, Sold by Licensee or its Affiliates, (ii) the quantities of each Claimed Product Sold by Licensee or its Affiliates to the third-party claimant, and (iii) in case the Claimed Products were not Sold by Licensee or its Affiliates directly to the third-party claimant, the name of each Distributor to which Licensee or its Affiliates Sold the Claimed Products and the quantities of each Claimed Product Sold to such Distributor. Licensors shall treat such information as Confidential Information of Licensee; provided, however, that notwithstanding Article 5, Licensors shall be entitled to disclose this information to the third-party claimant and any distributor of the Claimed Products, and to use the information in connection with resolving any dispute with the third-party claimant or the distributor regarding the Claimed Products, after the third party has executed a confidentiality agreement agreeing to maintain the confidentiality of said information.

	6.2.1	Failure of Licensee to make payments and provide statements in accordance with this Agreement;

	6.2.2	Failure of Licensee or its Affiliates to maintain adequate books and records or to permit an audit in accordance with Article 3;

	6.2.3	Failure of Licensee or its Affiliates to provide notices in accordance with Section 2.6, or to mark Licensed Products as required by Section 2.8; or

	6.2.4	Failure of Licensee to provide accurate and complete lists of Licensed Products as required by Section 2.9.

	6.3.1	If Licensee files a petition in bankruptcy or the equivalent thereof, or is the subject of an involuntary petition in bankruptcy that is not dismissed within sixty (60) days after the filing date thereof, or is or becomes insolvent, or admits of a general inability to pay its debts as they become due;

	6.3.2	Upon the de facto or de jure nationalization or expropriation of Licensee by governmental or military action, whether or not with valid authority;

	6.3.3	Upon any failure by Licensee to provide, within thirty (30) days after written request by Licensors, reasonably satisfactory and adequate assurances that Licensee remains able and willing to fully and effectively perform its obligations under this Agreement;

	6.3.4	Upon Licensee’s failure on two (2) or more occasions within any twenty-four (24) month period during the term of this Agreement to pay royalties and/or provide statements as required by this Agreement; or

	6.3.5	Upon the determination of a court of competent jurisdiction that an Affiliate of Licensee (as of the date of the determination) has infringed one or more of the Licensed Patents.

	6.4.1	The obligation of Licensee to make all payments due under this Agreement as of the effective date of expiration or termination, or thereafter in accordance with Section 3.3;

	6.4.2	The obligation of Licensee to provide statements pursuant to Section 3.7, and to allow for an audit pursuant to Section 3.9; and

	6.4.3	The obligation of each party to maintain confidentiality under Article 5.

	Name:	Gene Mushrush
	Title:	CFO
	Company:	Telkonet, Inc.
	Address:	20800 Swenson Dr., Suite 175
		Waukesha, WI 53186
	Tel:	414-302-2260
	E-mail:	gmushrush@telkonet.com

	With a copy to:

	Name:	Jason Tienor
	Title:	CEO
	Company:	Telkonet, Inc.
	Address:	20900 Swenson Dr., Suite 175
		Waukesha, WI 53186
	Tel:	414-302-2201
	E-mail:	jtienor@telknonet.com

	Name:	Kenneth Lee
	Title:	Chief Finance Officer
	Company:	SIPCO, LLC
	Address:	13921 Park Center Road, Suite 380
	Herndon, VA 20171
	Tel:	+1-571-206-1799
	E-mail:	klee@ewmesh.com
	And to IPCO:
	Name:	Kenneth Lee
	Title:	Chief Finance Officer
	Company:	IPCO, LLC
	Address:	13921 Park Center Road, Suite 380
		Herndon, VA 20171
	Tel:	+1-571-206-1799
	E-mail:	klee@ewmesh.com

	8.2	Relationship of the Parties. Nothing in this Agreement shall be construed to create a principal-agent relationship, partnership or joint venture between the parties, or give rise to any fiduciary duty from one party to the other party. Nothing in this Agreement shall be construed as prohibiting or restricting Licensors or Licensee from independently developing any product or service, regardless of whether such product or service is competitive with the products or services licensed hereunder.

	8.3	Severability. If any provision of this Agreement is held by a court or tribunal of competent jurisdiction to be unenforceable or contrary to law, the remaining provisions of the Agreement will remain in full force and effect to the extent that the interests of the parties in entering into this Agreement can be realized.

	8.4	No Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall not be construed as acquiescence or waiver of such failure to perform such provision. The failure of either party to take action upon the breach of any provision of this Agreement shall not be construed as acquiescence or waiver of any such breach.

	8.5	Headings. The Article and Section headings contained in this Agreement are for reference purposes only and shall not in any way control the meaning or interpretation of this Agreement.

	8.6	Representation of Counsel; Mutual Negotiation. Each party has had the opportunity to be represented by counsel of its choice in negotiating this Agreement. This Agreement shall therefore be deemed to have been negotiated at arm’s-length, with the advice and participation of counsel, and prepared at the joint request, direction, and instruction of the parties, and shall be interpreted in accordance with its terms without favor to any party.

	8.7	English Language. This Agreement and all documents relating thereto shall be written in English.

	8.8	Bankruptcy. The Licensed Patents licensed hereunder shall be deemed to be “intellectual property” as the term is defined in 11 U.S.C. Section 101(35A). All written agreements entered into in connection with the parties’ performances hereunder from time to time shall be considered agreements “supplementary” to this Agreement for purposes of 11 U.S.C. Section 365(n). In the event that Licensors should file a petition under the United States federal bankruptcy laws, or that an involuntary petition shall be filed against Licensors, the parties intend that Licensee shall be protected in the continued enjoyment of its rights as Licensee under the Licensed Patents licensed hereunder to the maximum feasible extent including, without limitation, if it so elects, the protection conferred upon licensees under 11 U.S.C. Section 365(n). Licensors shall give Licensee notice of the filing of any voluntary or involuntary petition under the United States federal bankruptcy laws.

	8.9	Choice of Law and Consent to Jurisdiction. The validity, construction and performance of this Agreement shall be governed by the substantive law of the State of Delaware, United States of America, without regard to the conflict of law rules. The parties to this Agreement hereby consent to the exclusive jurisdiction of the federal and state courts of the State of Delaware in the event of any legal action filed under or in connection with this Agreement.

	8.10	Arbitration of Commercial Claims. Upon the written request of either party, any Commercial Claim that the parties cannot resolve within thirty (30) days after the claim is first asserted shall be referred to and finally resolved by arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures then in effect. The arbitrator shall apply the substantive law specified in this Agreement and any arbitration hearings, if necessary, shall be held at a location mutually agreeable to the parties within the jurisdiction of the governmental body issuing such law. If the parties cannot agree upon an arbitrator within ten (10) days after demand by either of them, a single, impartial arbitrator will be selected in accordance with the rules of the AAA. The arbitration proceedings shall be conducted in English and discovery shall be in accordance with the Federal Rules of Evidence unless otherwise agreed by the parties. The award of the arbitrator shall be enforceable by any court or tribunal having jurisdiction over the party against which the award has been rendered, or wherever assets of the party against which the award has been rendered can be located. The arbitrator shall be instructed to award the prevailing party its reasonable costs and expenses incurred in the arbitration, as well as any subsequent costs associated with enforcement of the award, including reasonable attorneys’ fees and costs. With respect to Commercial Claims, the arbitration award shall be final and binding on the parties, and the parties agree to be bound thereby and to act accordingly. As used herein, “Commercial Claims” means claims or disputes relating to financial or reporting matters under Article 3 of the Agreement, but shall not include matters relating to patent validity or infringement, or matters concerning the scope of license or other rights or releases granted under this Agreement (collectively, “Excluded Matters”). If a dispute involves both Commercial Claims and Excluded Matters, the arbitrator will have the right to stay the arbitration until all Excluded Matters material to resolution of the Commercial Claims have been resolved. Notwithstanding the foregoing, either party may request any competent judicial or other authority to order any provisional or conservatory measure (including any injunction), either prior to the institution of an arbitration proceeding or during such proceeding, for the preservation of its rights and interests, without the need to post any bond or other security. Each party shall cooperate with the other party in disclosing and providing access to all information and documents reasonably requested by the other party in connection with such a request, subject only to any preexisting confidentiality obligations imposed on such party.

	8.11	No Third-Party Beneficiaries. Nothing in this Agreement shall be construed to give rise to any obligation on any party hereto for the benefit of any third party, or to confer any rights on any third party, except for Affiliates of Licensee licensed under this Agreement.

	8.12	Entire Agreement; Amendments. Except for any separate non-disclosure agreement between the parties which shall remain in effect, the provisions of this Agreement, including its attachments and any amendments, constitute the entire Agreement between the parties, and supersede any and all prior communications and understandings, oral or written, between the parties relating to the subject matter hereof. Except for supplementation of the Exhibit A by Licensors, no amendment of this Agreement shall be effective unless such amendment is in writing and specifically references this Agreement, and is signed by all parties hereto. Licensors shall notify Licensee of any supplementation of Exhibit A from time to time during the term of this Agreement.

	8.13	Execution in Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

	(Licensee)

Date: 11/30/2020	By: /s/ Jason L. Tienor
	Name: Jason L. Tienor
	Title: CEO


	SIPCO, LLC

Date: 11/24/2020	By: /s/ Kenneth Lee
	Name: Kenneth Lee
	Title: CFO


	IPCO, LLC dba Intus ^IQ

Date: 11/24/2020	By: /s/ Kenneth Lee
	Name: Kenneth Lee
	Title: CFO

	Patent No.	Appl. No.	Filing Date	Title
1.	5,714,931	08/605,649	22-Feb-96	Personalized security system
2.	5,926,531	08/895,720	17-Jul-97	Transmitter for accessing pay-type telephones
3.	6,028,522	09/172,554	14-Oct-98	System for monitoring the light level around an ATM
4.	6,218,953	09/412,895	5-Oct-99	System and method for monitoring the light level around an ATM
5.	6,233,327	09/102,399	22-Jun-98	Multi-function general purpose transceiver
6.	6,430,268	09/102,178	22-Jun-98	Systems for requesting service of a vending machine
7.	6,437,692	09/439,059	12-Nov-99	System and method for monitoring and controlling remote devices
8.	6,618,578	09/301,671	28-Apr-99	System and method for communicating with a remote communication unit via the public switched telephone network (PSTN)
9.	6,628,764	09/558,030	25-Apr-00	System for requesting service of a vending machine
10.	6,747,557	09/702,450	31-Oct-00	System and method for signaling a weather alert condition to a residential environment
11.	6,836,737	09/925,393	9-Aug-01	Systems and methods for providing remote monitoring of consumption for a utility meter
12.	,891,838	09/704,150	1-Nov-00	System and method for monitoring and controlling residential devices
13.	6,914,533	09/811,076	16-Mar-01	System and method for accessing residential monitoring devices
14.	6,914,893	09/812,044	19-Mar-01	System and method for monitoring and controlling remote devices
15.	7,053,767	10/139,492	6-May-02	System and method for monitoring and controlling remote devices

16.	7,079,810	10/657,398	8-Sep-03	System and method for communicating with a remote communication unit via the public switched telephone network (PSTN)
17.	7,103,511	09/925,269	9-Aug-01	Wireless communication networks for providing remote monitoring of devices
18.	7,137,550	08/825,576	31-Mar-97	Transmitter for accessing automated financial transaction machines
19.	7,263,073	09/925,270	9-Aug-01	Systems and methods for enabling a mobile user to notify an automated monitoring system of an emergency situation
20.	7,295,128	11/119,054	29-Apr-05	Smoke detection methods, devices, and systems
21.	7,397,907	09/756,386	8-Jan-01	Multi-function general purpose transceiver
22.	7,424,527	10/021,100	30-Oct-01	System and method for transmitting pollution information over an integrated wireless Network
23.	7,468,661	11/395,685	31-Mar-06	System and method for monitoring and controlling remote devices
24.	7,480,501	10/000,477	24-Oct-01	System and method for transmitting an emergency message over an integrated wireless network
25.	7,650,425	09/925,786	9-Aug-01	System and method for controlling communication between a host computer and communication devices associated with remote devices in an automated monitoring system
26.	7,697,492	11/159,768	23-Jun-05	Systems and methods for monitoring and controlling remote devices
27.	7,739,378	12/206,106	8-Sep-08	System and method for transmitting pollution information over an integrated wireless network
28.	7,756,086	10/792,464	3-Mar-04	Method for communicating in dual-modes
29.	7,978,059	12/337,739	18-Dec-08	System and method for monitoring and controlling remote devices
30.	8,013,732	12/477,329	6-Sep-11	Systems and Methods for Monitoring and Controlling Remote Devices
31.	8,031,650	10/792,608	3-Mar-04	System and Method for Monitoring Remote Devices with a Dual-Mode Wireless Communication Protocol
32.	8,064,412	11/125,009	22-Nov-11	Systems and Methods for Monitoring Conditions
33.	8,171,136	12/816,266	15-Jun-10	System and method for transmitting pollution information over an integrated wireless network
34.	8,193,930	13/225,110	2-Sep-11	Systems and methods for remote irrigation control

35.	8,212,667	13/173,499	30-Jun-11	Automotive diagnostic data monitoring systems and methods
36.	8,223,010	13/221,689	30-Aug-11	Systems and methods for monitoring vehicle parking
37.	8,335,304	12/169,536	8-Jul-08	Multi-function general purpose transceivers and devices
38.	8,379,564	13/220,355	29-Aug-11	System and method for monitoring remote devices with a dual-mode wireless communication protocol
39.	8,410,931	13/222,216	31-Aug-11	Mobile inventory unit monitoring systems and methods
40.	8,446,884	12/829,504	2-Jul-10	Dual-mode communication devices, methods and systems
41.	8,489,063	13/102,849	6-May-11	Systems and methods for providing emergency messages to a mobile device
42.	8,666,357	12/356,358	20-Jan-09	System and method for transmitting an emergency message over an integrated wireless network
43.	8,754,780	13/855,452	2-Apr-13	Systems and methods for monitoring and controlling remote devices
44.	8,908,842	13/717,384	17-Dec-12	Multi-function general purpose transceivers and devices
45.	8,924,587	13/485,977	1-Jun-12	Systems and methods for controlling communication between a host computer and communication devices
46.	8,924,588	13/486,014	1-Jun-12	Systems and methods for controlling communication between a host computer and communication devices
47.	8,930,571	12/689,220	18-Jan-10	Systems and methods for controlling communication between a host computer and communication devices
48.	8,942,666	13/943,598	16-Jul-13	Systems and methods for providing emergency messages to a mobile device
49.	8,964,708	12/758,590	12-Apr-10	Systems and methods for monitoring and controlling remote devices
50.	9,111,240	13/461,194	1-May-12	System and method for transmitting pollution information over an integrated wireless network
51.	9,129,497	13/333,967	21-Dec-11	Systems and methods for monitoring conditions
52.	9,282,029	14/195,803	3-Mar-14	System and method for transmitting an emergency message over an integrated wireless network

53.	9,430,936	14/629,912	24-Feb-15	Systems and methods for monitoring and controlling remote devices
54.	9,439,126	11/814,632	24-Jul-07	Wireless network protocol system and methods
55.	9,521,533	14/606,403	27-Jan-15	System and method for transmitting an emergency message over an integrated wireless network
56.	9,571,582	14/306,412	17-Jun-14	Systems and methods for monitoring and controlling remote devices
57.	9,515,691	14/821,853	10-Aug-15	System and method for transmitting pollution information over an integrated wireless network
58.	9,691,263	14/836,226	26-Aug-15	System and method for monitoring and controlling residential devices
59.	9,615,226	15/063,970	8-Mar-16	System and method for transmitting an emergency message over an integrated wireless network
60.	9,860,820	15/257,641	6-Sep-16	Wireless network protocol systems and methods
61.	8,346,892	11/721,396	16-Dec-05	Communication network system of bus network structure and method using the communication network system
62.	10,149,129	15/377,383	13-Dec-16	System and method for transmitting an emergency message to a mobile device
63.	10,356,687	15/859,885	2-Jan-18	Wireless network protocol system and methods

	App. No.	Filing Date	Title
1.	16/205,375	30-Nov-18	System and method for transmitting an emergency message to a mobile device
2.	16/432,176	5-June-19	Wireless network protocol system and methods

	Country	Patent No.	Filing Date	Title
1.	Canada	2434642C	9-Aug-01	Wireless communication networks for providing remote monitoring of devices
2.	Europe	EP 2993591 (IE, ES, FR, IT, CH, GB, DE, NL)	9-Aug-01	Site Controller with Mapping Functionality
3.	Korea	10-0807815	17-Dec-04	Communication network system of bus network structure and method using the communication network system
4.	Japan	4555345	16-Dec-05	Communication network system of bus network structure and method using the communication network system
5.	HongKong (China)	HK121979(issued)	9-Aug-01	Site Controller with Mapping Functionality

NT7000	Coordinator - EcoConnect
NT8000-B	Coordinator - Blk
NT8000-CG	EcoConnect + - Cellular Gateway
SS6000	Tstat - EcoInsight Digital
SS6000-BP1	EcoInsight/EcoSource/EcoAir Mo
SS6000-HS	Tstat - EcoInsight w/ Humidity
SS6000-VO	Tstat - EcoInsight Digital w/ Variable Output
SS6000-VO-HS	Tstat - EcoInsight w/ Variable
SS6010	Tstat - Digital Plus
SS6010-B	Tstat - Basic
SS6010-HCR	Tstat - EcoInsight + - Wht
SS6010-P	Tstat - EcoInsight + - Wht - PT
SS6200	Sensor - EcoSense Occupancy
SS6205-B	Sensor - Ecosense - Blk
SS6205-W	Sensor - Ecosense - Wht
SS6255-B	Contact - EcoContact - Blk
SS6255-W	Contact - EcoContact - Wht
SS6500	Controller - EcoSource Relay
SS6500-B	Controller - EcoSource Wht -
SS6500-VO	Controller - EcoSource Relay V
SS6510	Controller - Plus
SS6510-P	Controller - EcoSource + - Wht
SS6550	Interface - EcoAir Display - Wht - HS
SS6550-B	Interface – EcoAir Remote Basi
SS6550-HS	EcoAir Display - Wht - HS
SS6560-B	Tstat - EcoTouch - Blk
SS6560-BATKIT	Kit - Battery EcoTouch Plus
SS6560-B-P	Tstat – EcoTouch + - Blk
SS6560-W	Tstat - EcoTouch - Wht
SS6560-W-P	Tstat - EcoTouch + - Wht

SS6570-W	Tstat - EcoTouch Flex - Wht
SS6580-B	Tstat - EcoTouch - Wifi - Blk
SS6580-W	Tstat - EcoTouch - Wifi - Wht
SS6600	Controller - VRF - Blk
SS8020	Outlet - EcoGuard - Wht
SS8020-I	Outlet - EcoGuard - Ivory
SS8030	Switch - EcoSwitch - Wht
SS8030-I	Switch - EcoSwitch - Ivory
SS8031	Switch - EcoSwitch - Ivory
LICENSE-B-1	Central License – Basic – (1yr)
LICENSE-B-2	Central License – Basic – (2yr)
LICENSE-B-3	Central License – Basic – (3yr)
LICENSE-B-5	Central License – Basic – (5yr)
LICENSE-P-1	Central License – Premier – (1yr)
LICENSE-P-2	Central License – Premier – (2yr)
LICENSE-P-3	Central License – Premier – (3yr)
LICENSE-P-5	Central License – Premier – (5yr)
LICENSE-S-1	Central License – Standard – (1yr)
LICENSE-S-2	Central License – Standard – (2yr)
LICENSE-S-3	Central License – Standard – (3yr)
LICENSE-S-5	Central License – Standard – (5yr)

NT7000	Coordinator - EcoConnect	[]*
NT8000-B	Coordinator - Blk	[]*
SS6000	Tstat - Ecolnsight Digital	[]*
SS6000-HS	Tstat - Ecolnsight w/ Humidity	[]*
SS6000-VO	Tstat - EcoInsight Digital w/ Variable Output	[]*
SS6000-VO-HS	Tstat - Ecolnsight w/ Variable	[]*
SS6010	Tstat - Digital Plus	[]*
SS6010-B	Tstat - Basic	[]*
SS6010-HCR	Tstat - Ecolnsight + - Wht	[]*
SS6010-P	Tstat - Ecolnsight+ - Wht - PT	[]*
SS6205-B	Sensor - Ecosense - Blk	[]*
SS6205-W	Sensor - Ecosense - Wht	[]*
SS6255-B	Contact - EcoContact - Blk	[]*
SS6255-W	Contact - EcoContact - Wht	[]*
SS6500	Controller - EcoSource Relay	[]*
SS6500-B	Controller - EcoSource - Wht -	[]*
SS6500-VO	Controller - EcoSource Relay V	[]*
SS6510	Controller - Plus	[]*
SS6510-P	Controller - EcoSource + - Wht	[]*
SS6560-BATKlT	Kit - Battery EcoTouch Plus	[]*
SS6560-B-P	Tstat - EcoTouch + - Blk	[]*
SS6560-W-P	Tstat - EcoTouch + - Wht	[]*
SS6570-W	Tstat - EcoTouch Flex - Wht	[]*
SS6600	Controller - VRF - Blk	[]*
SS8020	Outlet - EcoGuard - Wht	[]*
SS8020-I	Outlet - EcoGuard - Ivory	[]*
SS8030	Switch - EcoSwitch - Wht	[]*
SS8030-I	Switch - EcoSwitch - Ivory	[]*
/LICENSE-B-1	Central License - Basic - (lyr)	[]*
/LICENSE-B-3	Central License - Basic - (3yr)	[]*
/LICENSE-B-5	Central License - Basic - (5yr)	[]*
/LICENSE-P-1	Central License - Premier - (lyr)	[]*
/LICENSE-P-2	Central License - Premier - (2yr)	[]*
/LICENSE-P-3	Central License - Premier - (3yr)	[]*
/LICENSE-S-1	Central License - Standard - (lyr)	[]*
/LICENSE-S-2	Central License - Standard - (2yr)	[]*
/LICENSE-S-3	Central License - Standard - (3yr)	[]*
/LICENSE-S-5	Central License - Standard - (5yr)	[]*
		[***]

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Product Category (Example: water meter, thermo stat, refrigerato r)	Licensed Product Name (Pursuant to the terms of the Payments section of your License Agreement)	SKU/Product Code	# of Units Sold	Complete the Contract Rate per Unit or Contract Rate per Net Sales based on obligations identified in Payments section of your License Agreement.			Total Royalty Due
		SKU/Product Code	# of Units Sold	Quarterly Net Sales ($USD)	Contract Rate per Net Sales (%)	Contract Rate per Unit ($USD)	Total Royalty Due
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		Column Total					$0.00