EXHIBIT 10.19
AMENDMENT NO. 1 TO LICENSE AGREEMENT
THIS AMENDMENT NO. 1 (this "Amendment") TO LICENSE AGREEMENT dated April 1, 2004
(the "License Agreement") is entered into as of September 19, 2004 (the
"Effective Date") by and between MedStrong International Corporation, having an
address at 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000 ("MedStrong") and
Xxxxx X. Xxxxxx, having an address at 000 Xxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxx
Xxxxx Xxxxxxx, XX 00000 ("Xxxxxx/Cargril"). Capitalized terms used but not
defined herein shall have the respective meanings ascribed to them in the
License Agreement.
RECITALS
WHEREAS, the MedStrong and Xxxxxx entered into the License Agreement for the
exclusive license of the Software Rights;
WHEREAS, the License Agreement requires a Minimum Royalty Payment, in addition
to continuing royalties.
WHEREAS, MedStrong and Xxxxxx desire to amend the License Agreement to extend
these dates for the payments under the License Agreement;
NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual
promises herein contained, the parties hereby agree as follows:
AMENDMENT TO LICENSE AGREEMENT
1.1 Amendment of Section 3.2(a). Section 3.2(a) of the License Agreement
shall be amended to eliminate any requirement for Xxxxxx to make the
Minimum Royalty Payment and to read in its entirety as set forth below:
"(a) Royalty Amount. Licensee shall pay to MedStrong, on a monthly
basis, royalties equal to Thirty-Five (35%) Percent of the
Gross Net Margin of Licensed Products and Services for
revenues from Road America/Warrantech and American Doctors
Network, with no right of offset for any client cancellations,
overpayments or other moneys due one party or the other.
MISCELLANEOUS PROVISIONS
2.1 Effect of Amendment. Except as amended and set forth above, the License
Agreement shall continue in full force and effect.
2.2 Governing Law. This Amendment shall be governed, construed and interpreted
in accordance with the laws of the State of Connecticut, without giving
effect to principles of conflicts of law.
2.3 Counterparts. This Amendment may be executed in two or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute one instrument.
2.4 Entire Agreement. This Amendment, together with the License Agreement,
constitute the entire agreement among the parties hereto pertaining to the
subject matter hereof or thereof, and any and all other written or oral
agreements existing among the parties hereto are expressly canceled.
IN WITNESS WHEREOF, both MedStrong and Xxxxxx/Cargril Acceptance
Corporation have executed this Amendment, in duplicate originals, by their
respective and duly authorized officers on the day and year first written above.
Xxxxx X. Xxxxxx: MedStrong International Corporation
Cargril Acceptance Corporation
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxx San Antonio
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(Signature) (Signature)
Name: Xxxxx X. Xxxxxx Name: Xxxx San Antonio
Title: President Title: Chairman of the Board