EXHIBIT 10.5
LICENSE AGREEMENT
Agreement dated as of August 3, 1999, by and between XXXXX X. XXXXXX,
residing at 0000 Xxxxxxx Xxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxx 00000 (the
"Licensor") and XXXXXX.XXX, INC., a Delaware corporation, having its principal
place of business at 0000 X. Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxx 00000
(the "Licensee").
W I T N E S S E T H:
WHEREAS, the Licensor is the owner of an invention relating to a means
of using the Internet to provide an interactive link in the store between
consumers and the manufacturers and retailers that market to the consumers for
the purpose of providing sales and marketing information and measuring the
response of the consumers to the sales and marketing information (the
"Invention"); and
WHEREAS, the Licensor has filed a patent application (the
"Application") for the purpose of obtaining a patent relating to the Invention;
and
WHEREAS, the Licensor desires to license to the Licensee the Invention
and all rights with respect to the Application and any patent or patents that
may be issued for the purpose only of utilizing the Invention in connection with
Licensee's marketing on the Internet of personalized diet and nutrition
programs, and Licensee desires to obtain the License upon the terms and
conditions set forth herein.
NOW, THEREFORE, it is agreed as follows:
1. LICENSE. The Licensor grants to the Licensee the exclusive,
nontransferable right and license to use such aspects of the Invention and the
Application and any patent or patents that may be issued upon the Application in
connection with Licensee's sales and marketing on the Internet of personalized
diet and nutrition programs.
2. REPRESENTATIONS OF LICENSOR. The Licensor represents that he has the
right to grant this License and has not granted any other person, firm or
corporation any right, license or privilege which is contrary to the terms of
this License.
3. TERM OF LICENSE. This License shall be for a perpetual term.
4. ROYALTIES. This License shall be royalty-free.
5. INFRINGEMENT. The Licensor shall defend, at his own expense, all
infringement suits that may be brought against him or the Licensee based upon
the use of the Invention.
6. ASSIGNMENT. The Licensee shall not have the right to assign this
Agreement or any rights or licenses granted to Licensee hereunder without the
prior written consent of the Licensor.
7. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have executed this License
Agreement effective the date and year first above written.
LICENSOR:
/S/ XXXXX X. XXXXXX
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XXXXX. X. XXXXXX
LICENSEE:
XXXXXX.XXX, INC.
By: /S/ XXXXXXXXX XXXXX
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Xxxxxxxxx Xxxxx, Secretary
