Exhibit 10.7 Exclusive Product Licensing Agreement with Collbrook Strategies
Limited Partnership
EXCLUSIVE PRODUCT LICENSE AND DISTRIBUTION AGREEMENT
This Agreement is entered into by and between Collbrook Strategies Limited
Partnership, ("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 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:
X. XXXXX 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.
II. TERM.
The term of this Agreement shall be for a period of seven (7) years from the
date of execution.
III. 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
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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.
IV. PRODUCT DESCRIPTION.
The Product is a 22 lesson that outlines and details a personal mentoring
educational program (the "Program"). Purchasers of the Product generally will
work through the Program with a professional trader who acts as an employee or
agent of the Licensee. The first 11 sessions are designed to educate clients to
trade stocks and consistently make trading profits. The sections of the first
block of lessons include: Market Basics, Order types/Short selling, Fundamental
Analysis, Technical Analysis, Risk Management and System trading. The second set
of 11 sessions teaches about options and direct access trading. 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.
V. 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.
VI. LICENSEE'S OBLIGATIONS.
Licensee shall be obligated to perform hereunder as follows:
(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.
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(C) Provide ongoing support and maintenance to purchasers
of the Product, including providing such purchasers
with coaches (mentors).
VII. 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.
VIII. ADDITIONAL TERMS AND CONDITIONS.
Other terms and conditions of the Agreement that both Parties have agreed to and
have determined are material to this Agreement are as follows:
(A) BOARD OF DIRECTORS APPOINTMENTS. Immediately upon the
closing of the transaction, Xxxx Xxxxxxxx and Xxxxx
Xxxxxx will be appointed to the Board of Directors of
Capital Market Mentors, Inc. ("CMM").
(B) OFFICER ELECTIONS. After the appointment of Xx.
Xxxxxxxx and Xx. Xxxxxx to the Board of Directors of
CMM they shall be elected as Co-Presidents of CMM.
IX. 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.
X. 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
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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.
XI. 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.
XII. 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 Xxxxxxxx & Xxxxx Xxxxxx
Collbrook Strategies Limited Partnership
XIII. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the laws of
the State of Utah.
XIV. 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.
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SIGNATURE PAGE FOLLOWS
LICENSEE LICENSOR
CAPITAL MARKET MENTORS, INC. COLLBROOK STRATEGIES
LIMITED PARTNERSHIP
/S/ XXX X. XXXXXX /S/ XXXX XXXXXXXX
--------------------------- ----------------------------------
By: Xxx X. Xxxxxx By: Xxxx Xxxxxxxx, Partner
Date: Date:
----------------------------- -----------------------------
/S/ XXXXX XXXXXX
----------------------------------
By: Xxxxx Xxxxxx, Partner
Date:
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