Exhibit 10.1
TECHNOLOGY LICENSE
AGREEMENT
This Technology License Agreement (hereinafter
referred to as the “ Agreement ”), is entered
into as of the 1st day of July, 2011 by and between Pure Motion,
Inc., a Texas corporation (“ PURE MOTION ”), and
League Now, a Florida corporation (“ LEAGUE NOW
”). PURE MOTION and LEAGUE NOW are sometimes
collectively referred to as the “Parties”, and
individually as the “Party”.
RECITALS
:
WHEREAS , PURE MOTION is the owner of all rights in and
to certain proprietary motion technology more specifically titled
The Optimal Motion Instructor or TOMI (“ Technology
”); and
WHEREAS , LEAGUE NOW desires to acquire from PURE MOTION
and PURE MOTION desires to grant to LEAGUE NOW the exclusive right
and license to distribute, utilize and sell the Technology on the
terms set forth in this Agreement; and
NOW, THEREFORE , in consideration for the promises set forth
herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties,
intending to be legally bound, do hereby agree as
follows:
AGREEMENT
NOW, THEREFORE
, in consideration of the mutual
covenants contained herein, the Parties agree as
follows:
1.1
Grant of License . Subject to the terms of
this Agreement, PURE MOTION hereby grants to LEAGUE NOW an
exclusive license (“ License ”) to sell, use,
distribute and exploit the Technology, excluding the source code
and object code of the Technology, throughout the United States
solely within the medical device field for a period of twelve (12)
months. Following the first twelve (12) months of the
Agreement, the license shall become non-exclusive and PURE MOTION
may exploit the Technology for competing purposes.
1.2
No Right of Assignment or Change in Ownership
. The license granted by PURE MOTION to LEAGUE NOW may
not be sold, transferred or assigned by LEAGUE NOW.
2.1
Initial License Fee . In consideration for
the License granted it herein, LEAGUE NOW will pay PURE MOTION, in
United States currency, an Initial License Fee of One Thousand
Dollars ($1000.00).
2.2
Continuing License Fees . LEAGUE NOW will
also pay PURE MOTION, during the continuance of this Agreement, a
Continuing License Fee of ten percent (10%) of the “Gross
Revenues” from exploitation of the Technology by LEAGUE NOW,
which term will mean the gross revenues from exploitation of the
Technology by LEAGUE NOW as determined on an accrual basis using
generally accepted accounting principles. LEAGUE NOW,
within Sixty (60) days after the end of each quarter, each and
every year, will furnish to PURE MOTION written reports pursuant to
Section 8, specifying the net profits of sales of the Technology by
LEAGUE NOW during the preceding quarter. LEAGUE NOW's
remittance for the full amount of payments due for that quarter
will accompany the reports.
2.3
Best Efforts . LEAGUE NOW shall use its
best efforts to promote and market the Technology and to maximize
royalty payments to PURE MOTION pursuant to Section
2. ''Best efforts'' means, with respect to a given goal,
the efforts consistent with the practice of comparable technology
companies with respect to similar products of comparable market
potential that a reasonable person in the position of LEAGUE NOW
would use so as to achieve that goal as expeditiously as
possible.
4.
Term and Termination .
4.1
Term . The term of this Agreement will
commence upon the date LEAGUE NOW pays the Initial License Fee
pursuant to Section 2.1 and will continue for twelve (12) months
and automatically renew annually thereafter unless terminated
earlier pursuant to the terms of this
Agreement. Notwithstanding the foregoing, this Agreement
may be terminated at the sole and exclusive option of PURE MOTION
prior to the scheduled expiration date if LEAGUE NOW is in
defau