Exhibit 10.1
MEMORANDUM of AGREEMENT
This Memorandum of Agreement (MOA) is made and entered into and effective this
29th day of February, 2012, by and between Domark International, Inc., a Nevada
corporation (DOMK), and Xiamen Taiyang Xxxx Gongsi (XTNG) and Xxxxxxx Xxxxxxxx,
hereinafter collectively XTNG.
Whereas, DOMK is engaged in developing made for television events beginning in
2012, under the banner The Golf Championships (TGC), in operating the VPAR
Scoring technology in the State of Florida under an exclusive license, and has
formed a new wholly owned subsidiary to enter the consumer electronics industry
under the name SolaWerks, Inc. and
Whereas, XTNG is engaged in developing and manufacturing solar consumer
electronics products, more specifically the solar charging case for the iPad,
(the SolaPad)
Whereas, the parties hereto believe that establishing a mutually beneficial
strategic relationship is in the best interest of both parties.
Now therefore, for valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. The term of this agreement is for a period commencing on March 1, 2012 and
ending on December 31, 2018 unless terminated earlier as provided herein.
2. For $10,000.00 and other valuable consideration, the receipt of which is
hereby acknowledged, XTNG agrees to do the following:
a. XTNG Grants DOMK an exclusive worldwide license for the resale of
SolaPad.
b. XTNG Grants DOMK a joint patent right for the SolaPad. Said patent
rights shall remain effective as long as DOMK is not in default of the payment
of royalties to XTNG as specified in this MOA. This grant of joint patent rights
shall survive termination of this agreement.
c. XTNG Grants DOMK a first right of refusal for the exclusive worldwide
license for XTNG's solar charging case for iPhone (SolaCase) under terms
substantially identical to those described herein for the SolaPad. DOMK may
exercise its right of first refusal at any time prior to June 30, 2012. DOMK may
exercise its right of first refusal by providing written notice to XTNG, by
electronic communication and US Mail.
3. DOMK agrees to provide the following:
a. In exchange for the grant of exclusive worldwide license as set forth
above, DOMK shall pay XTNG an initial license fee of $ 10,000.00.
b. Thereafter, DOMK shall pay to XTNG a royalty of $ 5.00 per SolaPad unit
sold on an "as sold and paid for" basis.
4. XTNG and DOMK agree that neither party has any authority, express or implied,
to incur any liability for the other at any time during this agreement. Further,
the revenues and expenses generated by DOMK and its activities with respect to
the products are DOMK's revenues.
5. XTNG and DOMK agree that DOMK may rebrand the product name at its sole
discretion.
6. XTNG and DOMK agree that DOMK will transfer the license granted hereunder to
its wholly owned subsidiary, SolarWerks, Inc., a Nevada corporation, where the
business of sales of the products will be executed.
7. XTNG and DOMK agree that the contents of this agreement shall not be
disclosed to the public or any third party until certain public filings are made
with the Securities and Exchange Commission disclosing this agreement. DOMK is a
public entity and is subject to rules governing the disclosure of public
information. Once DOMK has filed the appropriate disclosures under Form 8K, XTNG
and DOMK will then be able to disclose this agreement to other third parties.
DOMK will notify XTNG when the information concerning this agreement can be
released. Until that time, XTNG agrees to keep confidential and not disclose or
discuss the content of this MOA with anyone.
8. This agreement may be terminated by either party for non-performance as
follows:
a. Upon a default in the payment of royalties as set forth herein by DOMK.
b. Failure by XTNG to deliver the products ordered by DOMK, or its assign,
within 8 weeks of the order date.
Upon an event of default, one party must notify the other of the default and
provide 10 days to cure the default. In the event the defaulting party has not
cured the default 10 days after the notice to cure is issued, this MOA shall be
terminated.
In the event XTNG should default and does not cure the default within 10 days of
a notice to cure the default XTNG shall not be entitled to any additional
royalty payments for future sales of the SolaPad.
In the event DOMK should default and does not cure the default within 10 days of
a notice to cure the default, XTNG shall be entitled to retain all payments and
fees paid and earned by DOMK to XTNG and DOMK shall quit claim any interest in
the joint patent rights granted by XTNG
9. XTNG grants DOMK a right of first refusal on any additional solar consumer
electronics products developed by XTNG or affiliates during the term of this
license. XTNG shall notify DOMK of the design and development of such new
products and shall provide DOMK with a working prototype. DOMK shall have a 30
day period after receipt of the working prototype to exercise its right of first
refusal by notifying XTNG of such exercise.
2
10. In the event of a dispute between the parties relating to any term or
provision of this agreement, XTNG and DOMK agree that the venue and jurisdiction
shall be the state court of Florida located in Orange County, Florida.
11. Should an action be instituted by one party against the other, the
prevailing party shall be entitled to recover reasonable attorney's fees and
costs from the other party.
12. XTNG warrants and represents that XTNG owns all rights to the solar charging
iPad case design and device, and has full authority to grant the rights to DOMK
as set forth in this MOA.
13. XTNG warrants and represents that there is no claim or litigation of any
kind with respect to XTNG ownership rights to the design and the device,
including but not limited to the devices referenced herein.
Whereas, the parties hereto have executed this agreement as of the date first
written above at Orlando, Florida.
Domark International, Inc. Xiamen Taiyang Xxxx Gongsi
By: /s/ R. Xxxxxx Xxxx By: /s/ Xxxxxxx Xxxxxxxx
------------------------------- ---------------------------------
Xxx Xxxx, CEO Xxxxxxx Xxxxxxxx, President
/s/ Xxxxxxx Xxxxxxxx
---------------------------------
Xxxxxxx Xxxxxxxx
3
