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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”.
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:
NOW, THEREFORE , in consideration of the mutual covenants contained herein, the Parties agree as follows:
1. License Grant
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. Royalties .
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