Exhibit
10.3
Business
Purchase Agreement
Live
Inc (the 'Company', the "Seller") and Xxxxx Xxxxxx, (the "Buyer") hereby agree, as of the date Oct 01, 2018,
to this Business Purchase Agreement (the 'Agreement') to sell and buy the software consulting business of the Company, generally
referred to as TalguuTech (the "Business") within the Company's internal business structure.
Whereas:
Buyer desires to buy and Seller desires to sell the Business.
Whereas:
Buyer is a consultant for and has a consultant agreement (the 'Consultant Agreement') with the Seller, signed on Sept 01, 2016,
to provide work for Seller;
Whereas:
Buyer and Seller now desire to terminate this Consultant Agreement;
Now
therefore, in consideration of the premises and mutual covenants contained in this Agreement and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:
| 1. | Company
shall transfer to Buyer all the intellectual properties in TalguuTech, except those related
to Manager Special, Trahabanap, Talguu Broadcasting and any Talguu properties not related
to TalguuTech's consulting business. TalguuTech's consulting business deals with third
party clients unrelated to Talguu; |
| 2. | Company
shall not protest, contest, or levy any claim on Buyer's commercial use of TalguuTech's
current and future consulting business; |
| 3. | In
lieu of cash, as consideration for this purchase, Buyer agrees to the following: |
| a. | To
return the 500,000 shares of the Company's common stock to the Company, and |
| b. | To
surrender and cease all claims to the un-issued stock and accrued compensation as promised
in the Consultant Agreement, and |
| c. | To
terminate the Consultant Agreement. |
| 4. | Buyer
will not engage in any competition with Company for a period of five years in working
or consulting for another company in the same or similar business as the Company; |
| 5. | Buyer
and Seller release and discharge all claims, complaints, charges, disputes, and demands
against each other's employees, agents, partners, shareholders, officers, directors,
and affiliated companies; |
| 6. | Buyer
and Seller have had the opportunity to consult with their attorneys and are aware of
their legal rights, but have knowingly and voluntarily waived those rights to the extent
possible under law; |
| 7. | Buyer
will not share, divulge or disclose any information about the Company or its employees,
agents, partners, shareholders, officers, directors, and affiliated companies that Buyer
knows is confidential or is considered a trade secret, |
trademark,
service xxxx, trade name, patent or copyright, including information or a product invented or developed by Buyer during his consultant
work for the Company;
| 8. | Buyer
and Seller further agree that in the event of any breach of this Agreement or default
hereunder, the injured party has the right to pursue any legal action available to enjoin
the breaching party from further injurious conduct and/or to recover from the breaching
party for triple damages for such breach or default; |
| 9. | No
modification or amendment of this Agreement shall be valid unless in writing and signed
by or on behalf of the parties hereto; |
| 10. | A
waiver of the breach of any term or condition of this Agreement shall not be deemed to
constitute a waiver of any subsequent breach of the same or any other term or condition; |
| 11. | If
any provision of this Agreement, or the application thereof to any person or circumstance,
shall, for any reason and to any extent, be held invalid or unenforceable, such invalidity
and unenforceability shall not affect the remaining provisions hereof and the application
of such provisions to other persons or circumstances, all of which shall be enforced
to the greatest extent permitted by law. |
| 12. | This
Agreement shall be governed by and construed in accordance with the laws of the State
of Delaware without giving effect to the principles of conflict of laws. |
| 13. | This
Agreement shall be binding upon the parties hereto and their respective executors, administrators,
successors and assigns, and shall inure to the benefit of the parties hereto and, except
as otherwise provided herein, their respective executors, administrators, successors
and assigns. |
| 14. | This
Agreement may be executed in any number of counterparts, copies, fax copies and each
of which shall be deemed to be an original, but all of which together shall constitute
one and the same instrument. |
IN
WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date first written above.
 |
Xxxxx
Xxxx, CEO Xxxxx
Xxxxxx, Buyer Xxxxx Xxxxxx,
Consultant
|
87129944
