EXHIBIT 10.28
Technology Transfer and
License Agreement
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.
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2.
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LICENSE FEES
AND PAYMENT TERMS
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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.
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4.
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DEVELOPMENT
AND SUPPORT
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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