Exhibit 10.9
INTELLECTUAL PROPERTY AND
TECHNOLOGY LICENSE AGREEMENT
This Intellectual Property and
Technology License Agreement (the “Agreement”) is made
as of June 30, 2010 (the “Effective Date”) by and
between Jay T. Schwartz, George Brumder, and Julie Chase
(collectively, the “Licensor”) and Audience
Productions, Inc. (the “Licensee”) for the use of the
intellectual property and technology described in Exhibit A
(collectively, the “IP”).
WHEREAS, Licensor is the copyright
holder and owner of all proprietary interest in the IP that is the
subject of this Agreement;
AND WHEREAS, Licensor wishes to
permit Licensee to license the IP in the course of Licensee’s
business, under the terms set forth in this Agreement;
NOW THEREFORE, in consideration of
the mutual promises, covenants, warranties, and other good and
valuable consideration set forth herein, the parties agree as
follows:
License Grant
. Licensor hereby grants to
Licensee, for one hundred dollars ($100), a nonexclusive,
nontransferable, royalty free license to commercially utilize the
IP in the course of its business until the earlier of (i) the sale
or liquidation of Licensee, (ii) the redemption of Licensee’s
Series A Preferred Shares, or (iii) two (2) years from the
Effective Date, unless an extension of this Agreement is mutually
agreed to between the parties (the “License
Period”).
|
|
2.1
|
Termination . This Agreement shall terminate at the end of
the License Period.
|
|
|
2.2
|
Effect of
Termination . Upon the
effective date of termination, all rights and interest in the IP
granted herein to Licensee shall revert to Licensor and shall be
the sole property of Licensor.
|
|
3.
|
REPRESENTATIONS AND WARRANTIES
|
Licensor represents and warrants
that, to Licensor’s knowledge, (i) the IP is free from any
defects in the media on which it is delivered; and (ii) the IP is
free from any virus, trojan horse, backdoor, worm, harmful code, or
other program routine designed to erase or otherwise harm
Licensee’s data; and (iii) Licensor either owns or has all
necessary rights in and to the IP and Licensor is not aware of any
actual or threatened third party actions or claims with respect to
the IP.
Licensee shall, at its own expense,
hold harmless, indemnify, and defend Licensor from and against all
third party claims, demands, damages, liabi