EXHIBIT 10.10
License Agreement
This License Agreement dated February 27, 2010
BETWEEN
Den Packaging Corporation
(The "Licensor")
And
Vital Products Inc.
(The "licensee")
The licensor has agreed to grant the Licensee the right to market the products
of the Licensor as well as the right of use of the facilities of the Licensor
including but not limited to the sales and distribution facilities.
Duration- the duration of this agreement shall be for a period of Twelve
months commencing on March 1 2010 and thereafter on a month-by-month basis
unless sooner terminated by the Licensor as provided for in this agreement.
License Fee- The Licensee will pay to the Licensor, without and deduction,
abatement or setoff whatsoever, a fee equal to 5% of all sales generated plus
a 5% management fee based on the total monies paid for employee salaries,
benefits and commissions. Said fees to be paid within forty-five days
following the closing of each month's sales activities.
The Licensee shall purchase all inventory on hand as of March 1 2010 at cost
and the Licensee shall have ninety days to pay for said inventory. The Licensee
shall have at its option the right to contact the suppliers of the Licensor
either directly or by the Licensor on its behalf.
Termination- The licensor may at any time in it's sole discretion, with sixty
(60) days prior notice terminate this agreement and revoke the license
granted herein for any reason whatsoever and upon such termination the
Licensee shall immediately stop the use of the facilities as described above.
Entire Agreement- This agreement contains all the obligations, representations
And warranties in respect of the Licensed Facilities and the entire agreement
between the parties concerning the subject matter of this agreement .The
Licensee expressly disclaims reliance on any promises, inducements,
representations, warranties, collateral agreements or conditions in entering
into this agreement other as expressly set out in this agreement. Time is of
the essence of this Agreement. This Agreement shall be governed by and
construed in accordance with the laws of the Province of Ontario.
Licensor:
Den Packaging Corporation
By: /s/ Xxxxxxx Xxxxxx
-------------------------------
Xxxxxxx Xxxxxx
Licensee:
Vital Products Inc.
By: /s/ Xxxxxxx Xxxxxx
-------------------------------
Xxxxxxx Xxxxxx
