LICENSE AGREEMENT
-----------------
THIS AGREEMENT made as of the 26th Day of April, 2002
BETWEEN:
XXXXXXX XXXXXXXXX, as an individual
000 000XX Xxxxxx XX
Xxxxxxxx, Xxxxxxxxxx 00000
(referred to as the "Licensor"
AND:
GLOBAL HOME MARKETING, INC., a Nevada corporation
000 000XX Xxxxxx XX
Xxxxxxxx, Xxxxxxxxxx 00000
(referred to as the "Licensee"
WHEREAS:
1. The Licensor is the holder of the rights to a proprietary oil free sunscreen
product known as "Aztec Gold". This "Aztec Gold" oil free sunscreen product,
including variations, improvements from time to time and projected products are
collectively known as the "Product".
2. The Licensor owns the worldwide manufacturing, marketing and distribution
rights to the Product.
3. The Licensee is desirous of obtaining the rights to manufacture, market and
distribute the Product in the territory of the United States. The Licensee may
sub-lease various territories with the written permission of the Licensor.
4. In the event of a sub-license, the sub-licensee shall have the right to
market and distribute the Product within the assigned territory. The Licensor
reserves the right to approve the variations, tradename variations, advertising
and logos, etc. as may be deemed appropriate. Such approval shall not be
unreasonably withheld.
-1-
5. As of the date of this license, the tradename "Aztec Gold" is not protected
by tradename registration in the United States, however the Licensor undertakes
to protect the tradename "Aztec Gold" in the United States within the next
thirty days. Upon the Licensor receiving tradename registration, such
registration shall be assigned to the Licensee for the territory of the United
States. The Licensor has not registered or undertaken to register any other
tradename other than "Aztec Gold".
6. The Licensor is hereby granting the manufacturing, marketing and distribution
rights to the Product by the terms and conditions more particularly described
herein.
NOW THEREFORE THIS AGREEMENT WITNESSED that in consideration of the mutual
covenants and premises contained herein, and other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
TERMS AND CONDITIONS:
1. The Licensor hereby warrants that it is the possessor of all manufacturing,
marketing and distribution rights holder of the Product and all improvements
thereof, and is rightfully and absolutely possessed of and entitled to the
worldwide manufacturing, marketing and distribution rights of the Product, and
further warrants that such exclusive rights or any portion thereof are fully
assignable and the Licensor has the right to grant or assign the license as set
forth herein.
2. The Licensor hereby grants and assigns to the Licensee, the formula for
manufacturing, marketing and distribution rights to the Product in the territory
of the United States in exchange for 1,000,000 shares of Common Stock of the
Licensee. The Licensee further agrees to pay a continuing 5% royalty, paid
semi-annually, which is based on gross sales, exclusive of any local, state or
federal taxes, or sales commissions or promotional costs.
3. The Licensee agrees to pay the 5% royalty on minimum sales of the following:
a) first year - $50,000 in gross sales
b) second year - $50,000 in gross sales
c) third year - $50,000 in gross sales
d) fourth year - $50,000 in gross sales
e) fifth year and every year thereafter - $100,000 in gross sales
The Licensor and Licensee agree that the first year's gross sales will be due 18
months from the date of this agreement allowing the Licensee six months or
organize the business and initiate sales.
-2-
4. The Licensor does hereby warrant and agrees that:
a) the Licensee and any sub-licensees may manufacture, market and
distribute the Product anywhere within the territory of the United
States of America.
b) the Licensee and sub-licensees, if any, shall be notified of all
improvements and amendments to the Product.
c) the Product will meet all legal standards and ethical business
practice with respect to advertising, credit arrangements, sales
contracts, employees and phases of manufacturing, marketing and
distribution of the Product.
5. The License Agreement hereby granted shall continue in existence until
terminated, provided that this Agreement may not be terminated except as
follows:
a) Upon written consent of the parties hereto.
At the option of the Licensor if the Licensee defaults or fails to
perform any of the Licensee's obligations under this Agreement and/or
fails to cure any such default or take all reasonable steps to do so
within sixty (60) days after written notice thereof has been given by
the Licensor to the Licensee.
b) At the option of the Licensor:
i) if the Licensee becomes insolvent.
ii) if a receiver is appointed to take possession of the
Licensee's business or property or any part thereof.
iii) if the Licensee shall make general assignment for the
benefit or creditors.
d) At the option of the Licensee if the Licensor defaults or fails to
perform any of their assigned obligations under this Agreement and
shall fail to cure any such default or take all reasonable steps to do
so within sixty (60) days after written notice thereof has been given
to the Licensor to the Licensee.
6. This Agreement provides that the rights and privileges granted hereby to the
Licensee under the terms and conditions of this Agreement, shall apply to any
improved version of the Product, and that the Licensor shall be expedient in the
notification of any and all improvements created for the Product or in place of
the Product.
7. The parties hereto agree to use their best efforts to carry out all of the
provisions of this License Agreement, but in the event of accidents, fires,
delays in manufacturing, delays of carriers and government actions, acts of God,
state of war, or any other cause beyond the control of either party, neither
party shall be required to perform, nor shall the delay, non-performance or
other default resulting from or contributed to by any of the above reasons give
either party the right to terminate this Agreement. The parties hereto agree
that time for performance be extended to allow for the delay resulting from
circumstances and events.
8. The Licensor and Licensee agree that they will, at their sole expense, either
directly or by their agents, take whatever steps necessary to protect the
proprietary nature of the Product and the tradename "Aztec Gold", or any
subsequent tradenames of the Product.
-3-
9. This Agreement provides that the Licensor and Licensee will take all
reasonable steps to preserve and protect the Protect to the best of its ability
and to protect all trade secrets and proprietary information contained herein.
10. The Licensee hereby accepts the rights to manufacture, market and distribute
the Product and to use its best efforts and to take all reasonable actions to
promote customer interest and effect the sale of the Product.
11. The Licensee's plan of manufacturing and marketing the Product shall be
conducive to quality advertising and distribution standards.
12. The Licensee shall have the right to appoint and sub-license distributors
and/or sales agents within the appointed territory to manufacture and market the
Product. Such distributors and/or sales agents will be appointed at the sole
discretion of the Licensee and such agents and/or distributors shall be
responsible only to the Licensee. The Licensee is responsible to the Licensor.
13. The Licensee herein undertakes that all advertising material conform to
local and federal statutory advertising regulations and to operate within and
conform to territorial laws.
14. This Agreement provides that the Licensor will provide the Licensee with any
and all literature which it may, from time to time, have in its possession with
respect to the promotion of the Product.
15. The Licensee shall be responsible for arranging, at the Licensee's
discretion and cost, all of the advertising and other promotional endeavors
pertaining to the Product and shall be solely responsible for same.
16. In the event that either party hereto shall deem the other party to be in
default of this Agreement, the one party shall give to the other party written
notice of such default and the other party shall have sixty days from the date
of such notice to remedy such default or to institute a bona fide proceeding to
remedy such default.
17. This Agreement contains the entire agreement between the parties and no
representations, inducements or agreements, oral and/or otherwise, not embodied
herein, shall have any force and effect.
-4-
18. Should any legal dispute arise on the TERMS AND CONDITIONS of this
Agreement, the parties hereto agree to the venue of the State of Washington, and
its applicable laws for any and all disputes.
THE FOLLOWING DO HEREBY AFFIX THEIR SEALS AND SIGNATURES:
Licensor:
-----------------------------------
Xxxxxxx Xxxxxxxxx, an individual
Licensee:
-----------------------------------
Global Home Marketing, Inc.
by Xxxxxxxx Quocksister, Secretary & Director
-5-
