THIS LICENSE
AGREEMENT (this “ Agreement ”), made and
entered into effective as of the May 1, 2006, by and among
RX DEVELOPMENT RESOURCES, LLC. , a Florida limited liability
company (“ Licensor ”), and FOCUS-ED, LLC, a
Florida limited liability company (“ Licensee
”).
WHEREAS ,
Licensor owns and holds a leasehold interest (the “
Leasehold ”) in certain office space
(“Office”) located in a building and appurtenant
grounds located at 3110 Cherry Palm Drive, Suite 350, Tampa,
Florida 33619 (the “ Building ”); and
WHEREAS ,
Licensor conducts its business within the Office; and
WHEREAS ,
Licensor is willing to grant to Licensee a license to conduct its
business from within the Office as well, as Licensee desires to so
license such space pursuant to the terms and conditions of this
Agreement.
NOW ,
THEREFORE , in consideration of these premises, and of the
mutual covenants hereinafter contained, the parties hereby agree as
follows:
1.
License . Licensor hereby grants to Licensee a
license for (i) the non-exclusive use of the common areas of
the Office and Building (“ Common Area ”) and
(ii) the exclusive use of the approximately 415 square feet of
dedicated area indicated on Exhibit “A” hereto
for use by Licensee in conducting its business as is currently
being conducted (the “ Dedicated Area ”), upon
the terms and conditions hereinafter set forth (the “
License ”).
2.
Term . The term of the License and this Agreement
shall terminate upon the first to occur of (i) April 30,
2007, or (ii) the date that is ninety (90) days after
Licensee gives written notice to Licensor of its election to cancel
this Agreement. This Agreement and the parties’ respective
rights and obligations hereunder are subject and subordinate to the
lease agreement creating the Leasehold.
3.
Permitted Use . Licensee shall use the License for
only the purpose of conducting Licensee’s pharmaceutical
educational business and strictly within such reasonable conditions
and parameters as the Licensor may direct from time to time in its
sole discretion.
4.
Consideration . As consideration for the License,
Licensee shall pay to Licensor license fee of $535.79 per month,
due and payable in advance on or before the fifth (5th) day of each
calendar month. In addition, Licensee shall pay to Licensor a
monthly overhead sharing payment for all common and shared overhead
expenses, as same shall be determined from month to month by
Licensor in its reasonable discretion. All state and local sales,
excise and use taxes
1
imposed by law
on all or any of the foregoing shall be paid by Licensee and shall
be remitted together with the license fee.
The parties
acknowledge and agree that the consideration being paid hereunder
has been negotiated between the parties at arms length, taking into
account market-related and other factors deemed relevant by the
parties, and that such amounts are not based in any way on the
number or value of any referrals that either party may make to the
other; accordingly, such consideration represents, in the parties
good-faith judgment, fair market value for the rights and
privileges being obtained by Licensee and those being provided by
Licensor.
5.
Staff, Equipment and Other Services .
(a)
Staff . Licensor shall have exclusive control over
all non-shared Licensor personnel in the Office, excluding only the
fully dedicated employees and contractors of Licensee.
Notwithstanding any provision of this Agreement to the contrary,
Licensee shall be fully responsible for, and hereby agrees to
indemnify and hold Licensor harmless from and against, all actions
or non-actions of the Staff that are performed at the direction of,
or on behalf of, Licensee or any of its officers, directors,
shareholders, employees or agents.
(b)
Equipment . Licensor shall have the exclusive right,
in its sole and absolute discretion, to purchase or lease new
furniture, fixtures and medical and office equipment for the
Office. Licensor shall have the exclusive right to alter, dispose
of, or replace any and all furniture, fixtures and medical and
office equipment in the Officer from time-to-time in its sole and
absolute discretion, but excluding any and all such items that are
owned or leased by Licensor. Licensee shall be entitled to bring
and house in the Dedicated Space such furniture, fixtures, and
medical and office equipment reasonably necessary to conduct his
business, but subject to space limitations in Licensor’s
discretion.
(c)
Other . Except as otherwise agreed between the
parties, Licensor and Licensee shall each provide all their own
professional and office staff, as well as all office supplies and
equipment. Neither party shall have any obligation or liability to
the other with respect to the providing or rendering of (or failure
to provide or render) any such staff or services. Licensor shall
also be responsible for providing and paying for all utilities,
phone services and janitorial services, and such services shall be
included as part of the services provided under the
license.
(a) Licensor
shall maintain in full force and effect during the term of this
Agreement commercial general liability insurance against the claims
of all persons for personal injuries or property damage, or both,
arising out of or incident to Licensor’s and Licensee’s
use of the Office and all property covered by the Leasehold
(including, but not limited to, the Common Areas Dedicated Area)
and in an amount of not less than $30
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