Exhibit 99.1
LICENSE AGREEMENT
THIS LICENSE AGREEMENT (the "Agreement") made this 16th day of
September, 2011, by and between Medical Application Research Corp., a Florida
corporation, with an address of 0000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxx
00000 (hereinafter called "Licensor"), and Casino Players, Inc., a Nevada
corporation, with its principal office located at 0000 Xxxxxxxxx Xxxx #0000;
Xxxxxxxxx Xxxxx, Xxxxxxx 00000 (hereinafter referred to as "Licensee"). The
aforementioned entities may be referred to hereinafter as a "Party" or
collectively as the "Parties".
W I T N E S S E T H:
WHEREAS, Licensor is the owner of certain intellectual property
consisting of computer software known as "Advantage" and "Medytox Management
Tool" (the "Software"), a trade name ("Medytox") and a marketing structure
utilized by Licensor in connection with its business of providing management
services to medical professionals and the medical urinalysis toxicology
testing industry (hereinafter collectively referred to as the "Medytox
Product"); and
WHEREAS, Licensee desires to establish a business relationship with the
purpose of utilizing the Medytox Product, which exists and identify the
business of Licensor to the public throughout the United States (the
"Territory"); and
WHEREAS, Licensor has agreed to grant Licensee the exclusive right and
license to so use the Medytox Product which exists and identifies the business
of Licensor and to utilize the Medytox Product of Licensor in the medical
urinalysis toxicology testing industry as hereinafter provided.
NOW THEREFORE, Licensor and Licensee, in consideration of the mutual
agreements herein contained and for other good and valuable consideration,
acknowledged by each of them to be satisfactory and adequate, do hereby agree
to be legally bound as follows:
SECTION 1
GRANT OF LICENSE
1.01 Grant of License. Licensor hereby grants to Licensee an
exclusive, perpetual, irrevocable, non-transferable right and license to
utilize the Medytox Product only in connection with the operation of
Licensee's business involving the medical urinalysis toxicology testing
industry (hereinafter referred to as "License Rights"). The grant of said
License Rights shall be exclusive to Licensee within the Territory, subject to
the terms and conditions hereinafter set forth.
1.02 Scope and Purpose. Licensee is entitled to utilize the License
Rights in connection with establishing business relationships with physicians,
physician professional associations and/or partnerships, medical professionals
and laboratory testing facilities, all subject to the terms and conditions of
this Agreement.
1.03 Non-Assignable. Licensee may not change, alter, transfer, assign
or license out the License Rights, in whole or in part, without the prior
written consent of Licensor which consent may be given or denied by Licensor
in its sole discretion. Notwithstanding the foregoing, Licensee may assign the
License Rights to one or more of its wholly-owned subsidiaries. Such
assignment shall terminate immediately in the event any such subsidiary is
purchased by any third party or if the subsidiary is the subject of any spin-
off transaction or other transaction that results in any other person or
entity owning any portion of such subsidiary.
1.04 Term. The term of this Agreement shall commence on the date hereof
and be perpetual in nature subject to the termination provisions of Section 8
below.
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SECTION 2
DUTIES OF LICENSEE
2.01 Territory. Upon acceptance of this Agreement and payment by
Licensee of the required consideration discussed in Section 4, Licensor grants
to Licensee the right to use the Medytox Product for purposes of establishing
and expanding business opportunities in the medical urinalysis toxicology
testing industry within the entire world (the "Territory").
2.02 Product and Service. All materials used by Licensee must meet the
design specifications of the Licensor. Licensee is prohibited from using any
such materials that fail to meet the design specifications of Licensor, and
such unauthorized usage constitutes a material breach of this Agreement.
2.03 Maintenance. Licensee shall at all times maintain the Medytox
Product used in its business.
2.04 Medytox Product. When Licensee desires to use any aspect of
portion of Licensor's Medytox Product in its business, including but not
limited to usage on signs, banners, literature, marketing and advertising
materials, and other pictorial and/or graphic materials, such intended usage
shall be submitted in writing to Licensor for prior approval, which approval
shall not be unreasonably withheld.
2.05 Organization, Operation and Management of Business. Licensee is
solely responsible for the organization, operation, marketing and management
of its business, and shall be responsible for the development of its own
ongoing method of business operation, including but not limited to the
following: selection and establishment of business sites; sales techniques;
marketing plan/system and advertising practices; employee selection, hiring
and training; personnel policies and practices; hours of operation; and all
other such ongoing concerns in the course of Licensee's routine business
operation and management. Licensee shall not be reliant upon or subject to
Licensor's control over, or assistance, except with respect to the possession
of Licensor's Medytox Product.
2.06 Agency. Licensee shall not under any circumstance act or hold
itself out as an agent or representative of Licensor, and shall not incur any
liability or create any obligation whatsoever for Licensor.
2.07 Transaction Forms. At all times during the Term of this
Agreement, Licensee is required to use and execute a transaction form for each
and every transaction. The transaction form shall be in substantially similar
form to the transaction form used by the Licensee in its operations, or
otherwise required by Licensee, including any modifications or alterations
which Licensee may promulgate from time to time. Any proposed transaction
form must be approved by the Licensor prior to its usage by Licensee.
Transaction is defined as the submission of a urine testing sample to an
approved laboratory for analysis. A finalized transaction has occurred when a
Licensee has received payment for the test and remitted payment to the
physician or physician group that referred the subject for testing.
2.08 Lawful Operations. At all times Licensee shall conduct its
business in accordance with all applicable federal, state and local laws,
regulations and ordinances. Licensee shall not, either during or after the
Term of this Agreement, do anything, or aid or assist any other party to do
anything, which would infringe on, harm, impair, or contest the rights granted
herein to Licensee with respect to the License Rights.
2.09 Limitations on License Rights. Licensee understands and agrees
that this Agreement does not confer upon the Licensee any proprietary right,
title or interest in or to the Medytox Product, but only the right to use them
during the Term of this Agreement and only in accordance with its terms and
conditions.
2.10 Licensee Information. Licensee is required to provide Licensor
with all material information on the business and financial background of the
Licensee which is requested by Licensor, including but not limited to the form
and type of entity under which the Licensee operates (i.e., corporation,
partnership, etc.), the name and addresses of the officers, directors,
shareholders (or partners, if applicable), the capitalization, and any other
matter reasonably related to Licensee's duties and obligations under this
Agreement. Licensee is required to provide written notice to Licensor of any
change in control or ownership of Licensee at least thirty (30) days in
advance.
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2.11 Financial Obligations. Licensee agrees to pay all financial
obligations due and owing under this Agreement and to maintain its books and
records as required herein.
2.12 Board of Director Appointment. As additional consideration for
the grant of the License hereunder, Licensee agrees that it will appoint one
Board of Director nominee identified by Licensor and that such nominee shall
serve a term until the next annual meeting of shareholders or until removed by
a majority vote of shareholders.
SECTION 3
CERTAIN RIGHTS, REPRESENTATIONS
AND WARRANTIES OF LICENSOR
3.01 Licensor currently is engaged in the business of providing
management services to medical professionals and the medical urinalysis
toxicology testing industry.
3.02 Licensor does not, and has not at any time during the negotiation
of this Agreement, guaranteed, conditionally or unconditionally, that Licensee
will earn or receive income from the business contemplated by this Agreement,
or that Licensee's business attributable to this Agreement, or generally, will
be a financial success.
3.03 Licensor warrants and represents that Licensee is under no
obligation to purchase, lease, take possession of, or receive any products,
equipment, supplies, services or assistance with which to start its business,
either from Licensor or from an entity recommended by Licensor.
3.04 The Licensor shall not, either during or after the Term of this
Agreement, do anything, or aid or assist any other party to do anything, which
would infringe on, harm, impair, or contest the License Rights granted herein
except in the event of a breach of this Agreement by Licensee.
SECTION 4
FEES AND ROYALTIES
4.01 License Fees and Royalties. Licensee shall pay Licensor a monthly
license fee ("License Fee") consisting of fifteen percent (15%) of all gross
revenue of Licensee for the Medytox Product and six dollars ($6.00) per
urinalysis test for use of the Software. The License Fee shall be due and
payable within twenty (20) days after the end of the month in which business
is conducted under the grant of the License Rights. Licensee shall also
immediately issue Licensor twenty million (20,000,000) shares of its preferred
stock with designations as agreed upon by the parties. When the monthly
collected revenue equals $2,500,000 in any given month, Licensor shall have
the right to convert any number of its preferred shares to common stock of the
Licensee and the license fee for the Medytox product shall drop to five
percent (5%) of collected gross revenue.
4.02 Advertising Fees. All advertising fees are the responsibility of
the Licensee.
4.03 Signs and Banners. The cost of signs and banners and other forms
of interior and exterior promotional items shall be paid solely by Licensee.
4.04 Licenses and Permits. Licensee is responsible for payment and
acquisition of all required state, local and federal licenses, approvals,
permits, taxes and other fees associated with its business.
4.05 Supplies. Licensee is responsible for payment and acquisition of
all of all supplies used in the operation of its business, including but not
limited to presentation folders, brochures, cards, holders, displays and other
such items. From time to time, Licensor may recommend the usage of certain
signs, forms, banners, promotional items and other documents by Licensee. If
Licensee utilizes such items, Licensee shall bear the cost and expense of said
items.
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SECTION 5
INDEMNIFICATION
5.01 Licensee hereby indemnifies and holds Licensor, its officers,
directors, shareholders and agents, harmless from and against any and all
claims, damages, liabilities, costs and expenses arising out of or relating to
this Agreement, except when the same shall arise due to the willful misconduct
or culpable negligence of Licensor, including but not limited to any claims
arising from:
a) Licensee's usage of the License Rights; and
b) the operation of Licensee's business, including but not limited to
products liability claims, personal injury claims, or any third-party claims
against Licensor arising from the operation of Licensee's business; and
c) any claim arising out of or pertaining to any breach by Licensee of this
Agreement.
5.02 Licensor hereby indemnifies and holds Licensee harmless from and
against any and all claims, damages, liabilities, costs and expenses arising
out of or pertaining to:
a) any breach by Licensor of this Agreement; and
b) any claim of infringement against Licensee in connection with
Licensee's usage of the Proprietary Product, on condition that: i) Licensee
has received prior approval from Licensor for any usage of the contested items
bearing the Proprietary Product; and ii) Licensee's complied at all material
times with the Proprietary Product specifications of Licensor.
5.03 Any person or Party entitled to indemnity hereunder shall provide,
within fifteen (15) days from the date of claim, written notice to the other
Party of any claim asserted against such Party, shall cooperate fully with the
Party required to indemnify, and shall make no settlement or volunteer any
admission against interest except with the written consent of the indemnitor.
Indemnification pursuant to this Section 5 includes payment of attorney's fees
and costs incurred through trial and appeal.
SECTION 6
CONFIDENTIAL INFORMATION
6.01 Licensee acknowledges that Licensor is the licensee of the
Proprietary Product and other material and information now or hereafter
provided to Licensee under this Agreement.
6.02 Licensee further acknowledges that the Proprietary Product
constitutes valuable intellectual property which has been and will be revealed
to Licensee in confidence, and no right is given to or acquired by Licensee to
disclose or reveal any portion thereof and Licensee covenants and agrees to
keep the confidence hereunder reposed.
SECTION 7
NON-COMPETITION
7.01 Restrictive Covenant. Licensee agrees that during the Term of
this Agreement, and for a period of two (2) years after the termination of
this Agreement for any reason, ("Restrictive Period"), Licensee shall not,
either directly or indirectly, individually or as an officer, director, agent,
shareholder, employee, advisor, partner, co-venturer, consultant, or through
any family member, entity or person, engage in the following activities in the
United States:
(a) Solicit, either directly or indirectly, any past, present or
prospective clients, customers, employees, vendors, manufacturers, dealers or
agents of Licensor or another Licensee;
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(b) Perform any act which may confer a competitive advantage or
benefit upon any entity or person in competition with Licensor. Licensee
shall not divert, or attempt to divert any business of Licensor, or take any
action which is injurious to the business interests of Licensor or any
Licensee;
7.02 Non-Disclosure. At all times during the Term and after the
termination of this Agreement for any reason, Licensee agrees that it will not
disclose, publish, replicate or otherwise provide any confidential business
information of Licensor to anyone. Confidential business information includes
all information about the Licensor, its intellectual property rights, clients,
Licensees, dealers, customers, employees, financial performance, marketing
data, advertising and promotional programs, Licensee operations, sales,
computerized information, overall business operations, and all other matters
associated with or related to the Licensor's business. Upon termination of
this Agreement, Licensee shall return to Licensor any of Licensor's property
in Licensee's possession, or within its control, including any item or
information enumerated in this Section 7.02. All such information shall
remain the property of Licensor and shall be surrendered without demand upon
termination.
7.03 Remedies. In the event of a breach or threatened breach of this
covenant not to compete, Licensor shall be entitled to all legal and equitable
remedies, including temporary and permanent injunctive relief restraining
Licensee from such breach or threatened breach. Licensee acknowledges that
Licensor's license in the intellectual property is the essence of this
Agreement and a breach of this Restrictive Covenant shall create a presumption
of irreparable injury to Licensor. This Restrictive Covenant shall be deemed
an agreement independent of any other provision in this Agreement, and the
existence of any claim or cause of action of Licensee against Licensor,
whether predicated upon this Agreement or otherwise, shall not constitute a
defense to the enforcement by Licensor of this Section 7. Licensee agrees to
indemnify and hold harmless Licensor from and against any and all claims,
losses, damages, or expenses, including attorney's fees and costs, through
trial and appeal, arising from Licensee's breach or threatened breach of this
Restrictive Covenant.
SECTION 8
TERMINATION
8.01 Licensor shall have the right to terminate this Agreement upon
notice in writing of the occurrence of any of the following events:
(a) Immediately in the event Licensee files a voluntary petition
for bankruptcy or becomes the subject of an involuntary petition for
bankruptcy; is declared insolvent or makes an assignment for the benefit of
creditors; or a receiver is appointed or demanded by, for, or against Licensee
under any proceeding; or
(b) Licensee defaults in the performance of any non-financial
obligation under this Agreement after receipt of notice of such failure, and
fails to cure such conduct within thirty (30) days from receipt of the notice;
or
(c) Licensee fails to pay any financial obligation due under
this Agreement within ten (10) days from the due date of the obligation; or
(d) Licensee, or any of its officers or directors are convicted
of a crime which adversely affects the business reputation of the Licensor; or
(e) Licensee ceases to exist for any reason such as voluntary or
involuntary dissolution; or
(f) Licensee commits any act of fraud, theft, embezzlement or
misappropriation of funds, or dishonesty with respect to any of its
obligations under this Agreement.
8.02 Upon termination of this Agreement for any reason, Licensee's
rights, title and interest to the License Rights granted herein shall
automatically terminate. Licensee shall immediately cease and desist all
usage of the License Rights, including but not limited to usage of the
Proprietary Products and any other privileges granted herein. Licensee shall
immediately dismantle all units to remove the Proprietary Products and return
the device(s) to Licensor at its own expense.
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8.03 Upon termination of this Agreement for any reason, Licensee shall
immediately discontinue the use of the Proprietary Products and Licensee shall
have no further rights under this Agreement. All property of Licensor shall
be returned immediately to Licensor in accordance herein.
8.04 Upon termination of this Agreement for any reason, Licensee shall
immediately assign all of its accounts, contracts, agreements and rights with
its dealers and customers to Licensor. Licensee shall provide written notice
to its dealers and customers that Licensor is the assignor of said accounts,
and any sums due and owing to Licensee shall be paid directly to Licensor.
SECTION 9
MISCELLANEOUS
9.01 Assignment. Except as provided herein, the interest of the
Licensee in this Agreement is personal and may not be assigned, transferred,
shared or divided in any manner by Licensee without the written consent of the
Licensor. Nothing herein contained shall be deemed to constitute a
restriction in any manner on the right of a shareholder of Licensee to
transfer or assign his/ her or its stock in Licensee.
9.02 Compliance with Laws. Licensee and Licensor each shall conduct
its business in strict compliance of all applicable laws, ordinances,
regulations and other requirements of any federal, state, county, municipal or
other government and will obtain all necessary permits, licenses or other
consents for the lawful operation of its business.
9.03 Notices. Any notice, demand or delivery to be given or to be
served upon any Party in connection with this Agreement must be in writing,
and must be given by registered mail or certified mail and shall be deemed to
have been received when a registered or certified letter containing such
notice properly addressed, with postage prepaid, is postmarked for delivery in
the United States mail; and if given otherwise than by registered or certified
mail, it shall be deemed to be received on the date it is personally or
directly delivered to the Party to whom it is addressed. Such notices, as
provided herein, shall be given to the parties hereto at the following
address:
Licensor: Medical Application Research Corp.
Xxxxx XxXxxxxxx, President
0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxx 00000
Licensee: Casino Players, Inc.
Xxxxxxx Xxxxxx, Chief Executive Officer
0000 Xxxxxxxxx Xxxx #0000
Xxxxxxxxx Xxxxx, Xxxxxxx 00000
Any Party hereto may at any time by giving ten (10) days' prior written
notice to the other Party hereto, designate any other address in substitution
of the foregoing address to which such notice shall be sent.
9.04 Federal Trade Commission Rule. Licensee and Licensor acknowledge
that the Parties have not intended to create a franchise relationship between
themselves and that Licensor has not represented this licensing arrangement to
be a "franchise" as defined in 16 C.F.R. 436 et. seq., or as defined in any
applicable state franchise laws, prior to or during the negotiation of this
Agreement. The Parties acknowledge that the Licensor has made no
representation that any form of business operations or management plan,
manual, or advice, or any marketing plan or system, would be provided to or
necessarily implemented by Licensee. Licensee acknowledges that Licensee has
not been provided with, or required under the terms of this Agreement to adopt
or utilize any marketing plan or system, nor has Licensor prescribed to
Licensee, in whole or in part, any form of marketing plan or system in
relation to this Agreement. Licensee further acknowledges that Licensee has
not been required under the terms of this Agreement to adopt the business
format of, or a business format substantially similar to the business format
utilized by Licensor. The parties agree that in the event it is determined
that a franchise agreement has been entered into by the parties, the Licensee
acknowledges that it has received the necessary information from the Licensor
as required by the Federal Trade Commission; further that Licensor has made no
representations relating to the potential income from operations by Licensee
and that a copy of this Agreement was furnished to the Licensee at least five
(5) days prior to the execution hereof.
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9.05 Entire Agreement. This Agreement contains the entire agreement of
the parties and no representations, inducements, promises or agreements, oral
or otherwise, between the parties not embodied herein shall be of any force or
effect. No failure of Licensor to exercise any power given it hereunder, or to
insist upon the strict compliance of Licensee of any obligation hereunder, and
no custom or practice of the parties at variance with the terms hereof shall
constitute a waiver of Licensor's right to demand exact compliance with the
terms hereof.
9.06 Jurisdiction and Venue. The parties agree that should a dispute
arise between the parties as a result of this Agreement, personal jurisdiction
shall solely and exclusively lie in the State of Florida, and venue shall
solely and exclusively be had in Pinellas County, Florida, to the exclusion of
all other venues. This Agreement shall be construed under the laws of the
State of Florida.
9.07 Attorneys' Fees. In the event it becomes necessary for either
Party herein to seek legal means to enforce the terms of this Agreement, the
prevailing Party is entitled to payment of all of its reasonable attorneys'
fees, costs and expenses, including any cost reasonably and necessarily
incurred by the prevailing Party as a necessary incident to the prosecution or
defense, through all proceedings and appeals.
9.08 Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original.
9.09 Counsel. The Parties agree that each has participated equally in
the creation and drafting of this agreement, and that each Party to this
Agreement has had the opportunity to seek independent legal counsel prior to
entering into this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date
set forth above.
"Licensor"
MEDICAL APPLICATION RESOURCE CORP.
a Florida corporation
/s/ XXXXX XXXXXXXXX
By:
Xxxxx XxXxxxxxx, President
"Licensee"
CASINO PLAYERS, INC.
a Nevada corporation
/s/ XXXXXXX XXXXXX
By:
Xxxxxxx Xxxxxx,
Chief Executive Officer
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