EXHIBIT 10.9
LICENSING AGREEMENT
THIS AGREEMENT is made on December 13, 1999 by and between
GoHealth.MD, Inc., a Delaware Corporation having its principal place of business
located at 0000 Xxxxxxxxxx Xxxx, Xxxxxx Xxxx, Xxx Xxxxxx 00000 (the "Buyer") and
Company X t/a Xxxxx Xxxxx'x Vita-labs, having their principal place of business
located at 000 Xxxx Xxxx Xxxxx, Xxxxx Xxxxxx, Xxx Xxxxxx 00000 (the "Seller").
RECITAL
WHEREAS, the Seller owns and operates a website entitled
"Xxxxxxxxxxxx.xxx";
WHEREAS, the Seller desires to sell one-half interest and Buyer desires to
buy one-half of all rights, title and interest associated to Seller's website
entitled "Xxxxxxxxxxxx.xxx."
THEREFORE, in consideration of the mutual promises and conditions contained
in this agreement, the parties agree as follows:
PURCHASE AND SALE
1. The Buyer shall buy and the Seller shall sell, any and all of Seller's
rights, title and interest associated to Seller's website entitled
"Xxxxxxxxxxxx.xxx" for the purchase price of Twenty Five Thousand Dollars
($25,000.00) payable upon the execution of this agreement by both Seller
and Buyer in the form of a company check.
2. Upon the signing of this agreement and the exchange of said funds, Seller
hereby grants Buyer the exclusive unrestricted discretion and permission
to: 1) operate, manage and to host through World Wide Web Communications,
Inc., the website "Xxxxxxxxxxxx.xxx," 2) design and/or redesign, if
necessary, the website entitled "Xxxxxxxxxxxx.xxx," 3) add additional
content, including but not limited to, medical articles of buyer's choice,
to the website, if necessary, 4) to establish hyperlinks to other internet
websites, 5) solicit and sell advertising space on the website entitled
"Xxxxxxxxxxxx.xxx" at its sole discretion, and 6) advertise and market the
website entitled "Xxxxxxxxxxxx.xxx" on major online search engines.
3. Buyer and Seller hereby unconditionally agree to utilize any and all
available advertising and marketing avenues, including but not limited to,
print, radio and direct mailings, to promote the website Xxxxxxxxxxxx.xxx.
Any and all expenses incurred therefrom will be borne by the Buyer.
4. Buyer and Seller agree to split 50/50 all gross profits after expenses,
which expenses include but are not limited to, cost of product, mailing and
postage, boxes and packaging, etc, and one employee not
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to exceed $25,000.00 without mutual consent of the parties herein. The
parties further agree that any retention of additional employees shall be
with their mutual consent. All revenues will be monitored by the Buyer in a
separate account entitled "Xxxxx Xxxxx'x Vita-labs." The length of this
agreement is in perpetuity.
5. Seller and Xxxxx Xxxxx, individually, hereby agree that they will not for
the period of this agreement, which is in perpetuity, reestablish, reopen,
become engaged in or be associated with, a business of similar nature of
that which Seller is now engaged and put forth maximum efforts to endorse
and promote the website in his capacity as a radio host on WWDB or any
other radio station.
COMPLIANCE WITH LAW AND OTHER INSTRUMENTS
6. The Seller hereby represents that, to its best knowledge after reasonable
due diligence, the Seller is not in violation of any term or provision of
any charter, by-law, contract, agreement, instrument, judgment, decree,
order, statute, rule or regulation, and that the Seller's execution,
delivery and performance of this contract will not result in any violation
or in the creation of any lien, encumbrance, or charge on any of the
properties or assets of Seller.
SELLER'S TITLE
7. The Seller warrants that it has good, absolute and marketable title to this
domain name and that it has been properly registered with Network
Solutions, Inc.
8. The Seller represents that it has no knowledge of any claim against it
under or in respect of, nor any reason to believe that it is or may be
infringing on or otherwise acting adversely to the rights of any person
under or in respect of, any patent, trademark, service xxxx, trade name,
copyright, license, or other similar intangible property; and Seller is not
aware of any obligation or liability to make any payments by way of
royalties, fees, or the like to any owner or licensee of, or other claimant
under, any intangible property with respect to its use or in connection
with the conduct of Seller's business or otherwise (other than any fees
that may be owed from time to time to Network Solutions, Inc.).
NOTICES
9. Any notices or other communications required or permitted under this
contract shall be sufficiently given if delivered personally or sent by
registered or certified mail, postage prepaid, addressed to the Seller
located at 000 Xxxx Xxxx Xxxxx, Xxxxx Xxxxxx, Xxx Xxxxxx 00000 and to the
Buyer at GoHealth.MD, Inc. located at 0000 Xxxxxxxxxx Xxxx, Xxxxxx Xxxx,
Xxx Xxxxxx 00000 or at any other address furnished in writing by one party
to the other, and shall be deemed to have been given as of the date
delivered or deposited in the United States mail, as the case may be.
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CHOICE OF LAW
10. It is the intention of the parties that the laws of the State of
New Jersey shall govern the validity of this contract, the
construction of its terms, and the interpretation of the rights
and duties of the parties.
ARBITRATION
11. Any dispute arising under this contract or relating to the sale
and purchase described in this contract shall be resolved under
the commercial arbitration rules of the American Arbitration
Association.
HEADINGS
12. Headings contained in this contract are for reference purposes
only and shall not affect in any way the meaning or interpretation
of this contract.
COUNTERPART EXECUTION
13. This contract may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute but one and the same instrument.
GENDER
14. All personal pronouns used in this contract shall include the
other genders whether used in the masculine or feminine or neuter
gender, and the singular shall include the plural whenever and as
often as may be appropriate.
PARTIES IN INTEREST
15. All the terms and provisions of this contract shall be binding on
and inure to the benefit of, and be enforceable by, the Seller,
the Buyer and their respective successors and assigns.
INTEGRATED CONTRACT
16. This contract constitutes the entire agreement between the
parties, and there are no agreements, understandings,
restrictions, warranties, or representations between the parties
other than those set forth, provided for or otherwise referenced
in this contract.
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ATTEST: GOHEALTH.MD, INC.
/s/ Xxxxxxx Xxxxxx
________________________ By: ______________________________
Xxxxxxx X. Xxxxxx, President
ATTEST: Company X t/a Xxxxx Xxxxx'x Vita-labs
/s/ Xxxxx Xxxxx
________________________ By: ______________________________
Xxxxx Xxxxx, President
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