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Technology Transfer and License Agreement












THIS TECHNOLOGY TRANSFER AND LICENSE AGREEMENT ("the Agreement") effective as of December 14, 2010 (the “Effective Date”) is entered into by and between NETLAB SYSTEMS, LLC, with its principal office at 1450 South Miami Avenue, Miami, Florida 33130  (“Netlab”) and OPENFILM, LLC, with its principal office at 1450 South Miami Avenue, Miami, Florida 33130 ("Openfilm").


WHEREAS , Openfilm has developed certain technologies that comprise it’s website portal business (the “Technologies”) and has transferred all right, interest and title to such Technologies to Netlab as part of a Technology Transfer Agreement.


WHEREAS , Openfllm desires to license the Technologies from Netlab and Netlab desires to license the Technologies to Openfilm, pursuant to the terms and conditions contained herein.


NOW, THEREFORE, as consideration for the mutual premises and other covenants contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:





1.1           License .  Subject to the terms of this Agreement, Netlab hereby grants to Openfilm, and Openfilm hereby accepts, a perpetual, non-exclusive, non-transferable (except as provided herein) license to use, incorporate, modify and enhance the Technologies in the use of Openfilm’s Website business, including without limitation, Openfilm’s ability to license portions of the Technologies to third-parties.


1.2            Proprietary Marks, Legends and Notices .  Openfilm shall not remove any proprietary marks, legends and patent and copyright notices that appear on the Technologies including any users' manuals, handbooks and other written or electronic material relating to the Technologies.





2.1            License Fees .  Openfilmshall pay to Netlab a license fee of five percent (5%) of all gross revenue generated by Openfilm using the Technologies.


2.2           Payment Terms . Openfilm shall make payment of the License Fee within ten (10) business days of the end of each calendar quarter.All payments shall be made in U.S. Dollars.  Any amount not paid when due shall bear a late payment charge on the unpaid balance at the rate of 1.5% per month or the maximum amount permitted by law, whichever is less.  Receipt of a check, draft or other commercial paper shall not constitute payment until Netlab shall have received in cash the full amount thereof.









This Agreement shall have an initial term of ten (10) years from the Effective Date.  The initial term shall be renewed for successive renewal terms of one (1) year each, upon the expiration of the then existing term; provided, however, that Openfilm can terminate this Agreement by discontinuing its use of the Technologies.  Netlab may only terminate this Agreement at the end of the initial term or at the end of any subsequent term, by providing thirty-days (30) written notice of its intent to terminate. Neither party shall be responsible to the other for any losses arising out of termination.





4.1           Development .  Netlab shall provide reasonabledevelopment support services to Openfilm.Openfilm and Netlab shall meet to discuss the development of additional functionality for the Website at least once per quarter.  After such meeting, Netlab shall provide a development timetable.Netlab shall provide such development at no additional costs to Openfilm.


4.2           Assignment of Innovations .  Openfilm shall assign all of its rights in future innovations related to the Technologies to Netlab for no additional consideration other than Netlab&rsq

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