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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:

 

1.

LICENSE GRANT

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.

TERMINATION

 

 

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.

 

4.

INDEMNIFICATION

Licensee shall, at its own expense, hold harmless, indemnify, and defend Licensor from and against all third party claims, demands, damages, liabi


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