Exhibit 10.8 Exclusive Product Licensing Agreement with Xxxx Xxxxxxx
EXCLUSIVE PRODUCT LICENSE AND DISTRIBUTION AGREEMENT
This Agreement is entered into by and between Xxxx Xxxxxxx, with an address of
000 Xxxxx 0000 Xxxx, Xxxx, Xxxx 00000 ("Licensor") and Capital Market Mentors,
Inc., a subsidiary of Force 10 Trading, Inc. ("Parent"), with an address of
00000 X. Xxxx Xxxx Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxx 00000 ("Licensee") and
RECITALS:
Whereas, Licensor is the sole owner and developer of an Educational Program
designed to teach and train individuals about technical analysis when investing
in equities, options and futures contracts (the "Product") attached hereto as
Exhibit A; and
Whereas, Licensor has copyrighted the Product and is not currently licensing the
Product to any other party; and
Whereas, Licensor desires to grant an exclusive right to license, market and
distribute the Product to Licensee.
Now Therefore, the parties, intending to be bound hereby, agree as follows:
XV. GRANT OF LICENSE.
Licensor hereby grants to Licensee an exclusive license to copy and reproduce in
print or electronic methods the Product as licensed hereunder, and to copy,
sell, license or otherwise transfer or distribute the Product on an exclusive
basis. Said License shall include the right to use all or part of the Product in
any reasonable form that Licensee desires.
XVI. TERM.
The term of this Agreement shall be for a period of seven (7) years from the
date of execution.
XVII. ROYALTY FEE.
As consideration for entering into this Agreement, Licensee shall pay Licensor a
fee equal to five percent (5%) of all gross sales of the Product. Such royalty
fee shall be calculated as gross sales, net of refunds, on sales of the Product
to unrelated third parties. To the extent that the Product is packaged and sold
together with other goods and services offered by Licensee, the royalty fee
shall be calculated as a ratio of the retail price of the Product on a
stand-alone basis compared with the retail price of all the goods and services
packaged together, including the Product.
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XVIII. COMMITMENT FEE.
As additional consideration for entering into this Exclusive Licensing
Agreement, Licensee shall pay Licensor a commitment fee of fifty thousand
(50,000) shares of the common stock of its parent company, Force 10 Trading,
Inc. Such stock will be restricted stock. Restricted Common Stock referred to
under this subparagraph will be restricted under Section 144 of the Securities
Act of 1933 ("Restricted Stock"). Licensor understands that the shares received
are characterized as "restricted securities" under the federal securities laws
inasmuch as they are not involving a public offering and that under such laws
and applicable regulations such securities may not be resold without
registration under the Securities Act of 1933, except in certain limited
circumstances. In this connection, Licensor represents that he is familiar with
SEC Rule 144, as now in effect, and understands the resale limitations imposed
thereby and by the Act. It is understood that the certificate evidencing the
stock may bear the following legends: (1) The securities evidenced by this
certificate have not been registered under the Securities Act of 1933, as
amended, (the "Act") or the securities laws of any state of the United States
("State Acts"). The securities evidenced by this certificate may not be offered,
sold or transferred for value directly or indirectly, in the absence of such
registration under the Act and qualification under applicable State Acts, or
pursuant to an exemption from registration under the Act and qualification under
applicable State Acts, the availability of which is to be established to the
reasonable satisfaction of Force 10.
XIX. PRODUCT DESCRIPTION.
The Product is an 11 lesson that outlines and details strategies for conducting
technical analysis for purposes of investing in stock equities and options (the
"Program"). The complete Program is attached to this Agreement as Exhibit A.
Changes made to the Product by the Licensor, Licensee or any other party will
become the exclusive property and copyright of the Licensor and will become
subject to this Agreement.
Additional products developed by Licensor, individually or jointly with
Licensee, shall also be subject to the terms and conditions of this Agreement.
XX. OWNERSHIP.
Subject to the license granted under this Agreement, all right, title and
interest in the Product licensed hereunder shall belong to the Licensor and
Licensee shall not have any rights, title and/or interest other than that
provided in this License Agreement. Licensor shall retain copyright and
ownership of any changes, maintenance, upgrades, customization, marketing and
promotional materials not completed by Licensor or undertaken by Licensee.
XXI. LICENSEE'S OBLIGATIONS.
Licensee shall be obligated to perform hereunder as follows:
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(A) To copy, package and actively market the Product
under the name Capital Market Mentors or such other
name as Licensee deems desirable.
(B) Acquire distribution for and sale of the Product
through any reasonable, economically viable and
available marketing and distribution vehicles.
(C) Provide ongoing support and maintenance to purchasers
of the Product.
XXII. LICENSOR'S OBLIGATIONS.
Licensor shall be obligated to perform hereunder as follows:
(A) Provide to Licensee a hard copy print out and
electronic format version of the Product.
(B) To the extent necessary or required by Licensee,
provide technical advice to Licensee to enable
Licensee to improve Product, create ancillary
components or provide support and maintenance to
customers.
XXIII. EFFECTIVE DATE.
The effective date of this Agreement shall be the date of execution of this
Agreement as noted next to the signature lines below.
XXIV. TERMINATION.
Upon material default by either party, the non-defaulting party must provide
written notice to the party in default within sixty (60) days of said event of
default of its intent to terminate this Agreement and the reason(s) therefore.
The defaulting party shall have thirty (30) days from the date of receipt of
said notice of intent to terminate to cure said default. In the event that the
defaulting party substantially cures said default, this Agreement shall remain
in full force and effect. In the event that the defaulting party fails to cure
said default within thirty (30) days, then this Agreement shall terminate. Upon
termination, neither party shall have the right to market or distribute the
other party's work product, and a final accounting shall be conducted. Should
this Agreement be terminated due to default by Licensor as a result of Licensor
licensing product to another party or otherwise selling the Product in any other
means, Licensor shall refund all Royalty Fees paid by Licensee under this
Agreement.
XXV. LIMITATIONS OF LIABILITY BETWEEN LICENSOR AND LICENSEE.
In no event shall either party be liable to the other for incidental, indirect,
special or consequential damages, or for lost profits, savings or revenues of
any kind, or for lost data or downtime, regardless of being advised of the
possibility of such damages. The cumulative liability of both parties for all
claims relating to the Product or this Agreement, regardless of the form of
action, whether in contract or in tort, including negligence, strict liability
or otherwise, shall not exceed the total of all proceeds from the Product.
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XXVI. NOTICES.
All notices required hereunder shall be forwarded as follows:
Licensee:
Xxx X. Xxxxxx
Capital Market Mentors, Inc.
c/o Force 10 Trading, Inc.
00000 X. Xxxx Xxxx Xxxxxxx, Xxxxx 000
Xxxxxx, Xxxx 00000
Xxxx Xxxxxxx
000 Xxxxx 0000 Xxxx
Xxxx, Xxxx 00000
XXVII. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the laws of
the State of Utah.
XXVIII. ENTIRE AGREEMENT.
This Agreement shall constitute the entire agreement between the parties. Any
modifications or amendments hereto shall be in writing and executed by the party
to be charged.
LICENSEE LICENSOR
CAPITAL MARKET MENTORS, INC. XXXX XXXXXXX
/S/ XXX X. XXXXXX /S/ XXXX XXXXXXX
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By: Xxx X. Xxxxxx By: Xxxx Xxxxxxx
Date: Date:
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