LICENSE AGREEMENT
THIS
LICENSE AGREEMENT, made effective this ____ day of July, 2009 (the “Effective
Date”) by and between CROWN EQUITY HOLDINGS, INC. as Licensor (hereinafter
called “Licensor”), a Nevada corporation having a principal place of business at
0000 Xx. Xxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxx 00000, and VELVET INTERNATIONAL, INC.,
a corporation organized under the laws of Nevis having a principal office at
P.O. Box 14, Xxxxxx’x Estate, Cades Bay, Nevis, West Indies, as Licensee
(hereinafter called “Licensee”)
WHEREAS,
Licensor has developed a system and method, together with related software and
programs, for the rendering of financial public relations services, which
system, method, software and programs are proprietary assets and the
intellectual property of Licensor;
WHEREAS,
Licensee desires to establish a business of providing financial public relations
services and desires to use the method, system, software and programs of
Licensor;
WHEREAS,
Licensee desires to secure a non-exclusive world-wide license for the
application of the Licensor’s method, system, software and
programs;
WHEREAS,
Licensor is agreeable to licensing Licensee, on a non-exclusive basis,
world-wide, for the use of the method, system, software and
programs;
WHEREAS,
the parties have negotiated and have reached certain understandings, and desire
a document to evidence and formalize such understandings;
NOW,
THEREFORE, intending to be legally bound and in consideration of the mutual
promises and covenants contained herein, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties have agreed, and do hereby agree, as follows:
ARTICLE 1
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DEFINITIONS
For the
purpose of this License Agreement, and solely for that purpose, the term
“Technology” shall mean the method, system, software and programs of Licensor as
used or applied to financial public relations services and shall
include for this purpose all proprietary data and trade secrets, all know-how,
improvements, trade secrets, and all documentation relating to any of the
foregoing; databases, data collections and content and all rights
therein, throughout the world and all computer software, including all source
code, object code, firmware, development tools, files, records data, and
documentation (including design documents, flowcharts and specifications
therefor), and all media on which any of the foregoing is
recorded (collectively “Software”).
ARTICLE 2
-
LICENSE
Licensor
hereby grants and agrees to grant to Licensee and Licensee hereby accepts and
agrees to accept from Licensor, upon the terms and conditions herein specified,
an exclusive, world-wide, royalty-free license, with right to sublicense, the
Technology.
ARTICLE 3
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NON-EXCLUSIVITY
The
license herein granted shall be non-exclusive to Licensee.
ARTICLE 4
-
SUBLICENSING
PROVISIONS
Licensor hereby grants and agrees to
grant to Licensee and Licensee hereby accepts and agrees to accept from
Licensor, upon the terms and conditions herein specified, a
nonassignable right and power to grant to others (“Sublicensees”), to
use the Technology.
ARTICLE 5
-
LICENSE
FEE
Licensee
shall pay to Licensor, upon execution and delivery of this License Agreement, an
aggregate one-time license fee of Two Hundred Fifty Thousand Dollars
($250,000).
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ARTICLE
VI – NO ROYALTIES, RECORDS AND REPORTS
In
consideration of the one-time aggregate license fee of Two Hundred Fifty
Thousand Dollars ($250,000), Licensee shall have no duty to (a) pay any royalty,
of any type or name, whether as on-going license fee, a royalty, maintenance fee
or otherwise. Accordingly, and furthermore, Licensee shall have no
duty to keep records for make reports to the Licensor of its use of the
Technology, whether directly or through sub-licensees.
ARTICLE
VII – GENERAL
(a) This
License Agreement constitutes the entire agreement between the parties as to the
license of the Technology, and all prior negotiations, representations,
agreements and understandings are merged into, extinguished by and completely
expressed by it.
(b) Any
notice required or permitted to be given by this License Agreement shall be
given by personal delivery, prepaid overnight courier, prepaid registered or
certified mail addressed to the addresses at the head of this License Agreement,
which addresses may be altered by notice.
(c) This
License Agreement and its effect are subject to and shall be construed and
enforced in accordance with the law of the State of Nevada.
(d)
Nothing in this License Agreement shall be construed so as to require the
commission of any act contrary to law, and wherever there is any conflict
between any provision of this License Agreement or concerning the legal right of
the parties to contract and any statute, law, ordinance or treaty, the latter
shall prevail, but in such event the affected provisions of this License
Agreement shall be curtailed and limited only to the extent necessary to bring
it within the applicable legal requirements.
(e)
Licensee agrees to indemnify and hold harmless Licensor from and against any and
all claims, damages and liabilities asserted by third parties (whether
governmental or private) arising from Licensee's and Sublicensee's use of the
Technology unless any such claim, damage or liability arises in whole or in part
from the willful recklessness, negligence or breach of an obligation under this
License Agreement by the Licensor.
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(f) As
used in this License Agreement, singular includes the plural and plural includes
the singular, wherever so required by the context. The headings
appearing at the beginning of the numbered Articles hereof have been inserted
for convenience only and do not constitute a part of this License
Agreement.
ARTICLE XV - EFFECTIVE
DATE
This
License Agreement shall become effective on the day and year first above written
and shall.
ARTICLE
XVI – CONFIDENTIALITY
The
Parties agree that each shall hold in confidence and refrain from disclosing to
others or using, in any activities other than those directly related to this
Agreement, information which may be disclosed to each other which is marked
“Confidential” including this License Agreement. The Parties
agree that each shall hold in confidence and refrain from disclosing to others
or using, in any activities other than those directly related to this Agreement,
information that has been disclosed to each other during the negotiation of this
License Agreement that either Party indicated was confidential at the time of
disclosure to the other Party. Such confidential information shall be
disclosed in writing, or if first communicated orally, confirmed in writing
within thirty (30) days of initial disclosure except with respect to
confidential information disclosed to each other during the negotiation of this
License Agreement, which shall be confirmed in writing ten (10) days from the
signing by such Party of this License Agreement. Without limiting the
foregoing in any way, the Parties assume these obligations in connection with
information bearing on the subject matter of this Agreement, including, but not
limited to, corporate business plans and goals related hereto and the terms and
conditions of this License Agreement. The provisions of the paragraph
do not encompass information of the following character:
(i) information
which at the time of disclosure to the party was or is generally known or which
later becomes known to others by publication or voluntary
disclosure;
(ii) information
which was already in the party's possession at the time of disclosure to such
party; or
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(iii) information
which is available to the party from a source other than the other party which
did not to the party's knowledge have as its source for the information any
company or individual bound to secrecy by the other party; or
(iv)
information which the Licensor or the Licensee is required to disclose in
connection with compliance with federal and state securities or similar
disclosure laws applicable to either of them. The provisions of the preceding
paragraph supersede any previous agreement or confidentiality entered into by
the parties, and shall survive termination or expiration of this
Agreement.
ARTICLE
XVII -REPRESENTATIONS AND WARRANTIES
Licensor
represents and warrants to Licensee as of the Effective Date, that:
(i)
Licensor has the right and the ability to license the Technology to
Licensee;
(ii) the
offer to sell, use, licensing and sale of the Technology do not or will not
interfere or infringe on any intellectual property rights owned or possessed by
any third party, nor would the use of the Technology render Licensee liable to a
third party for patent infringement. Licensor is not aware of any
third party having superior rights that could reasonably be expected to prevent
Licensee from fulfilling its covenants and obligations herein;
(iii)
There are no claims, judgments, pending or threatened claims or litigation, or
settlements against or owed by Licensor or pending or threatened claims or
litigation relating to the Technology and Licensor does not know of any reason
for such claims, judgments, settlements, or pending or threatened claims or
litigation;
(iv)
Licensor has no knowledge of any circumstances that would adversely affect the
commercial utility of the Technology within the scope of the licenses granted
under this License Agreement; and
(v)
Licensor owns all right, title and interest in and to the Technology free from
all claims, encumbrances, mortgages, liens, taxes, pledges, and similar defects
of any kind..
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IN WITNESS WHEREOF, the parties hereto
have hereunto set their hands and seals and duly executed this License Agreement
on the date(s) indicated below, to be effective the day and year first above
written.
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By:
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/s/
Xxxxxxx Xxxxxx
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VELVET
INTERNATIONAL LTD.
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By:
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