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Exhibit
10.16
LICENSE AGREEMENT
This LICENSE AGREEMENT
(the “Agreement”) is made and entered into as of
the 2nd day of May, 2007, by and between Community Alliance,
Inc, a Nevada corporation (the “LICENSOR”), and
Frontier Digital Media, LLC., 2014 Grider Oaks
Ct., Bowling Green, KY 42104, (the
“LICENSEE”).
WITNESSETH:
WHEREAS,
LICENSOR has all rights to the Know-How, Marketing
Materials, Publications and Designs and Trademarks
(collectively, the “INTELLECTUAL PROPERTY”), the
ADVERTISING PRODUCT and the BUSINESS CONCEPT, all as defined
below; and
WHEREAS,
LICENSEE desires to acquire the exclusive license to use the
INTELLECTUAL PROPERTY in the LICENSED TERRITORY, as defined
below, subject to the provisions and conditions set forth in
this Agreement; and
WHEREAS, LICENSOR is
willing to grant to LICENSEE the exclusive license to use the
INTELLECTUAL PROPERTY in the LICENSED TERRITORY, subject to
the provisions and conditions set forth in this Agreement;
and
WHEREAS, LICENSOR
desires to retain the rights to the INTELLECTUAL PROPERTY,
the ADVERTISING PRODUCT and the BUSINESS CONCEPT for its own
purposes, except in the LICENSED TERRITORY.
NOW, THEREFORE, in
consideration of the mutual promises, premises and
obligations of the respective parties set forth herein, it is
hereby contracted, covenanted and agreed as
follows:
1.
DEFINITIONS .
1.01 “INTELLECTUAL PROPERTY” shall
mean all Know-How, Marketing Materials, Publications and
Designs, Trademarks and all other materials, whether now
existing or developed in the future, for use in the BUSINESS
CONCEPT and used by the LICENSEE in the LICENSED
TERRITORY.
1.02 “BUSINESS CONCEPT” shall
mean the overall use of all aspects of the granted license,
including but not limited to the Advertising Product,
Know-How, Marketing Materials, Publications and Designs and
Trademarks, and other aspects of, methodologies involved in
and programs for marketing the business of providing
elementary schools free of charge with custom school
take-home folders produced by Community Alliance that display
advertising by community businesses in the LICENSED
TERRITORY.
1.03 “ADVERTISING PRODUCT” shall mean
the custom school take-home folder publications produced by
Community Alliance that display advertising by community
businesses, which are provided to elementary schools free of
charge. LICENSOR may add other advertising
products from time to time.
1.04 “KNOW-HOW” shall mean the
methods, skills, procedures, forms and operations developed
by LICENSOR, as related to the ADVERTISING PRODUCT or
products.
1.05 “TRADEMARKS” shall mean the name
“Community Alliance” and the associated logo,
together with any trademarks that LICENSOR may add to the
Business Concept in the future.
1.06 “MARKETING MATERIALS” shall mean
any and all of the documents provided by LICENSOR to LICENSEE
for the purpose of LICENSEE’S contracting with schools
for the provision of school take-home folders produced by
Community Alliance that display advertising by community
businesses and selling advertisements to community
businesses.
1.07 “PUBLICATIONS AND DESIGNS” shall
mean the custom school take-home folders and related
advertising graphic design services provided by LICENSOR to
LICENSEE in relation to the ADVERTISING PRODUCT.
1.08 “TERRITORY” shall mean the
geographic area to which the LICENSEE shall have the
exclusive license to operate the BUSINESS CONCEPT and use the
INTELLECTUAL PROPERTY.
2. GRANT OF
LICENSE .
2.01 LICENSOR hereby grants to LICENSEE the
exclusive license to use the INTELLECTUAL PROPERTY only
within the LICENSED TERRITORY and nowhere else and for no
other purpose, subject to the provisions and conditions set
forth in this Agreement. LICENSOR may not grant a
license or any part of the BUSINESS CONCEPT or the use of the
INTELLECTUAL PROPERTY to any other person or entity within or
without the LICENSED TERRITORY.
2.02 LICENSEE will not use the INTELLECTUAL
PROPERTY outside the LICENSED TERRITORY. LICENSEE
will not use the INTELLECTUAL PROPERTY except in connection
with the marketing, selling, promoting, advertising and/or
distribution of the Advertising Product or
products.
3. LICENSED
TERRITORY .
3.01
The
Territory in which the license granted to the LICENSEE pursuant to
this Agreement is effective is as follows:
All Counties and territory
west of Interstate Highway 75 in the State of Kentucky, all
counties and territory East of Highway 24 in the State of
Kentucky, all counties and territory South of the Northern
state line of Kentucky , all counties and territory North of
the state line of Kentucky between Highway 75 and Highway 24
from the southern State Line of Kentucky to the Northern
State Line of Kentucky. The licensed Territory
shall also include the Counties of Robertson, Sumner,
Trousdales, Rutherford, and Davidson in the State of
Tennessee,
4.
LAWFUL USE .
4.01 LICENSEE
represents and warrants that advertising and promotional
materials and all other materials in connection with which
the INTELLECTUAL PROPERTY used by LICENSEE under this
Agreement shall be lawful. LICENSEE shall use
diligent efforts to provide in advance to LICENSOR copies or
samples of the form of advertising, promotional materials and
other materials used in connection with the INTELLECTUAL
PROPERTY; said copies or samples to be sent to LICENSOR at
its address for notice as hereinafter specified.
5.
LICENSE FEE .
5.01
For use of the INTELLECTUAL PROPERTY as described in this
Agreement, LICENSEE agrees to pay to LICENSOR a license fee of
ten thousand dollars ($10,000.00), on with an initial payment
of Two Thousand Dollars ($2,000.00) ( the “Initial
Payment”) to be paid with the signing of this Agreement,
a second payment in the amount of Two Thousand Dollars
($2,000.00) to be paid on or before April 30, 2008, and the
full balance of Six Thousand Dollars ($6,000.00) due on or
before April 30, 2009.
5.02 All
payments to be paid to LICENSOR pursuant to this Agreement
shall be sent or delivered to LICENSOR at its address for
notice as hereinafter specified.
5.03 All payments pursuant to this Agreement
shall be in United States currency.
5.04 Any
payment not mailed by certified mail by LICENSEE to LICENSOR
on or before the date on which the payment is to be paid
shall be delinquent and overdue, and, at the election of
LICENSOR, in its sole discretion, this Agreement may be
considered void, unless LICENSOR extends the due date for the
required payment.
6.
PUBLICATION FEE AND PUBLICATION OF ADVERTISING PRODUCT
.
6.01 In order to maintain
the best quality control for the ADVERTISING PRODUCT or
products, LICENSEE shall be required to use the graphic
design and printing services of LICENSOR for the publication
of the ADVERTISING PRODUCT or products.
6.02 LICENSEE
shall be required to submit the graphic files in connection
with any advertisement to LICENSOR in a timely manner, but,
in any event, not later than 45 days after the date of sale
of the advertisement and not later than 30 days before the
date of printing of the advertisement.
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