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trade names and trademarks, SMMT, the right to commercially
market SMMT, two computer software programs, DM’s customer list,
and a covenant not to compete. However, there is no evidence
that petitioner attempted to derive a monetary value for the
licensed assets before entering into negotiations and simply
wanted to pay the same amount of royalties that SMP paid.
Maitland admitted that he was careless in drafting and reviewing
the written agreement. He omitted the most important licensed
asset, SMMT, from the original license agreement and omitted the
customer list from both the original and amended agreements. DM
did not contact any interested third party to discuss possible
licensing of the intangible assets. In addition, petitioner and
DM were represented by the same attorney when they amended the
license agreement.
The financing that petitioner received from the various
Nyingma organizations also indicates that a close relationship
existed between petitioner and DM as two entities within a larger
network of Nyingma organizations. The Nyingma Institute lent
money to petitioner. DM along with other Nyingma organizations
financed petitioner's initial purchase of printing equipment and
the purchase of the four-color press in 1989.
Petitioner took SMP's place within the Nyingma network, and
SMP assisted petitioner in entering into the printing business.
SMP permitted Maitland to work there and also trained
petitioner's newly hired employees. Maitland relied on SMP's
business plans and profit projections rather than preparing his
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