Exhibit 10.2
Cach Foods, Inc.
Form SB-2
LICENSE AGREEMENT
This License Agreement ("Agreement") is made and entered into
this 10th day of October, 2000 (the "Effective Date"), by and between
Xxxxxxxxx X. Xxxxxx, an individual residing in Idaho ("Licensor") and
Cach Foods, Inc., a Nevada corporation, with its principal place of
business at 000 Xxxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000,
("Licensee").
WHEREAS, the Licensor has expended time, effort and money to
develop "Idaho ChipsTM", a brand name for potato chips that is
recognized as being a valuable sales tool; and
WHEREAS, the Licensee desires to distribute potato chips with
the brand name "Idaho ChipsTM."
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant of Rights. The License granted by this Agreement is
exclusive and world-wide to Licensee and authorizes Licensee to
utilize the brand name "Idaho ChipsTM". Licensor grants Licensee the
exclusive right to utilize the brand name "Idaho ChipsTM" for 30
months from the Effective Date. Thereafter, Licensee will have the
exclusive right to utilize the brand name "Idaho ChipsTM" only if the
conditions under "License Fee" are met.
2. License Fee. Licensee will pay Licensor 5 percent of gross
revenue earned by Licensee. If after 30 months, Licensee has not
generated a minimum of $500,000 in gross revenue, the Licensee will
lose its exclusive right to the brand name "Idaho ChipsTM." If
Licensee has generated gross revenue of $500,000 or more during the
initial 30 month period, this Agreement will be automatically renewed
for an additional 12 month period. This Agreement shall be extended
for each 12 month period thereafter so long as Licensee averages a
monthly gross revenue of atleast $25,000 for the prior twelve month
period.
3. Quality Control. Licensee agrees to implement a reasonable
quality control program to ensure the quality and protect the
integrity of any product bearing the brand "Idaho ChipsTM" and that
any such program be first approved by Licensor.
4. Books and records. Licensor may examine at any time
Licensee's books and records that reasonably relate to the
bookkeeping and accounting information of gross revenues generated by
Licensee.
5. Confidentiality. Licensor and Licensee agree that any
information identified by either as confidential or proprietary
information will be used solely for the purposes contemplated and
will not be disclosed to any third party.
6. Indemnification. Licensee will indemnify, defend and hold
harmless Licensor from any and all claims or liabilities arising from
Licensee's use of the brand "Idaho ChipsTM."
7. Termination and Default. This Agreement may be terminated by
either party on or after April 10, 2003 upon three months' prior
written notice to the other party. This Agreement may also be
terminated by the non-defaulting party if any of the following events
of default occur: (1) If a party materially fails to perform or
comply with the terms of this Agreement; (2) If a party fails to
strictly
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comply with the provisions of 5 (Confidentiality) or makes an
assignment in violation of 8 (non-assignability); (3) If a party
becomes insolvent or admits in writing its inability to pay its debts
as they mature, or makes an assignment for the benefit of creditors;
(4) If a petition under any foreign state or United States Bankruptcy
Act, Receiverships Statute, or the like, as they now exist or as they
may be amended, is filed by a party; or (5) If such petition is filed
by any third party or an application for a receiver is made by anyone
and such petition or application is not resolved favorably within 90
days.
8. Non-assignability. This Agreement and the rights provided
herein may not be assigned by Licensee without the prior written
consent of Licensor. Any sale or transfer of more than fifty-percent
of the outstanding stock of Cach Foods, Inc. will constitute an
assignment of this Agreement.
9. Arbitration. Should any dispute arise regarding the terms
and conditions of this Agreement, the parties agree to arbitrate that
dispute before an arbitrator appointed by the American Arbitration
Association, located in Salt Lake City, Utah. The arbitration will be
performed pursuant to the rules of the American Arbitration
Association and the decision rendered thereunder shall be final and
conclusive upon the parties. The parties agree to share the expenses
of arbitration, including travel and lodging expenses of Licensor
reasonably incurred by participating in and attending the arbitration
proceedings. The laws of the state of Utah will govern the
arbitration proceedings.
IN WITNESS WHEREOF, the parties have caused their duly-
authorized representative to execute this Agreement as of the date
set forth above.
LICENSOR LICENSEE
Cach Foods, Inc.
/s/Xxxxxxxxx X. Xxxxxx /s/Xxxxxxxxx X. Xxxxxx
Xxxxxxxxx X. Xxxxxx By: Xxxxxxxxx X. Xxxxxx
President
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