TERMINATION OF LICENSE AGREEMENT AB INITIO
Exhibit 6.32
TERMINATION OF LICENSE AGREEMENT AB INITIO
This
TERMINATION OF LICENSE AGREEMENT AB
INITIO (this “Agreement”)
is by and between I|M 1, LLC, a
California limited liability company (the "Licensor")
and NuGene International, Inc., a Nevada corporation (the
"Licensee").
WHEREAS, the parties entered into that
certain License Agreement on March 31, 2017 (the "License
Agreement") pursuant to which Licensor agreed to grant
Licensee certain non-transferrable rights in connection with
Licensed Marks solely for the sale, marketing and distribution of
the Licensed Products as therein set forth.
WHEREAS, as of the date hereof the
Licensed Marks have not been used, no Licensed Products have been
created, marketed, sold or distributed and no Royalties or other
compensation are due the Licensor under the terms of the License
Agreement.
In
consideration of the mutual covenants and promises contained
herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree
as follows:
1. Termination
of License Agreement. The
Licensor and Licensee each hereby acknowledge and agree that the License
Agreement is terminated ab initio. No party shall have any rights,
obligations or liabilities to the other party under the License
Agreement. All terms not otherwise defined herein shall have the
same meaning as in the License Agreement.
2. General
Release. Each party hereto, (in such capacity, each a
“Releasor”)
hereby releases and forever discharges the other party hereto,
their respective corporate parents, subsidiaries and affiliates and
each of their respective present and former directors, managing
directors, officers, control persons, stockholders, general
partners, limited partners, employees, agents, attorneys,
administrators, successors, personal representatives, executors and
assigns (collectively, the “Released
Group”) from any and all actions, causes of action,
injunctions, accounts, agreements, bonds, bills, covenants,
contracts, controversies, claims, damages, demands, debts, dues,
extents, executions, judgments, liabilities, obligations, promises,
predicate acts, reckonings, specialties, suits, sums of money, and
variances whatsoever, whether known or unknown, in law or in
equity, which against any of them the Releasor, its corporate
parents, subsidiaries and affiliates and each of their present and
former directors, managing directors, officers, control persons,
stockholders, general partners, limited partners, employees,
agents, attorneys, administrators, successors, personal
representatives, executors and assigns may now have, have ever had,
or may hereafter have against any member of the Released Group
arising out of, or in connection with, or in any manner related to,
the License Agreement (the “Release”);
provided, however, that the
Releasor does not hereby waive, release or discharge the Released
Group from any of its obligations under this
Agreement.
3.
Miscellaneous.
(a) Entire Agreement. This
Agreement sets forth the entire agreement and understanding of the
parties hereto with respect to the subject matter hereof, and
supersedes all prior written and oral statements, including any
prior representation, statement, condition or
warranty.
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(b) Counterparts. This Agreement
may be executed simultaneously in multiple counterparts, each of
which shall be deemed an original and all of which, when taken
together, constitute one and the same document. The signature of
any party to any counterpart shall be deemed a signature, and may
be appended, to any other counterpart.
(c) Governing
Law; Attorneys’ Fees. This Agreement shall be governed
in all respects by the laws of the State of North Carolina as
applied to contracts made and to be performed entirely within that
state between residents of that state. Exercise of the rights set
forth in this Agreement shall be subject to and conditioned upon
compliance with applicable laws. In the event that any suit or
action is instituted to enforce any provision of this Agreement,
the prevailing party in such dispute shall be entitled to recover
from the losing party all fees, costs and expenses of enforcing any
right of such prevailing party hereunder, including without
limitation, such reasonable fees and expenses of attorneys and
accountants, which shall include, without limitation, all fees,
costs and expenses of appeals.
IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed as of the day and
year first above written
I|M 1, LLC,
By: /s/
Xxxx Xxxxxxx
Name:
Xxxx Xxxxxxx
Title:
CFO/COO
Date:
6/8, 2017
NuGene
International, Inc.
By: /s/
X. Xxx Kharazmi
Name:
X. Xxx Karazmi
Title:
Chairman
Date:
06-08, 2017
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