EXHIBIT 10.1
EXCLUSIVE LICENSE AGREEMENT
AGREEMENT, made this ____ day of December, 2005, by and between
SOUTHERN SAUCE COMPANY, INC., a Florida corporation (hereinafter referred to as
"Licensee"), and XXXXX X. XXXXXX (hereinafter referred to as "Licensor").
WHEREAS, Licensor has developed an unique recipe for a mustard based
yellow barbeque sauce product (hereinafter referred to as the "Recipe"); and
WHEREAS, Licensor presently owns all right, title and interest in and
to the Recipe; and
WHEREAS, Licensee has been organized to engage in the manufacture and
sale of sauces and condiments and desires to obtain the right to manufacture and
sell products which are the subject of the Recipe and to become exclusive
world-wide licensee of the Recipe; and
WHEREAS, Licensor is willing to license the Recipe to Licensee upon the
terms and conditions set forth herein below;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, and of other good and valuable
consideration, the sufficiency hereto do covenant and agree as follows:
ARTICLE I
DEFINITIONS
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As herein, the following terms are defined as set forth below:
1.01 Recipe shall mean the recipe for the manufacture of the mustard
based yellow barbeque sauce a sample of which has been provided by Licensor and
Licensee. It is the intention of the parties to grant the Licensee broad
discretion to market products embodying the Recipe by such means as it deems
appropriate, including modifications to the recipe for the product as Licensee
deems appropriate and changes in the form of the Recipe such that such products
may be produced in liquid, solid, powdered, frozen or such other form as
Licensee deems appropriate.
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1.06 "Licensed Know-How" means all technical, culinary, economic,
commercial and regulatory information now owned by Licensor and useful or
necessary to make, have made, use or sell the Recipe.
ARTICLE II
EXCLUSIVE LICENSE
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2.01 Licensor hereby grants to Licensee a License to make, have made,
use and sell and otherwise deal in products embodying the subject matter of the
Recipe throughout the world during the term of this Agreement, said license
being exclusive as to Licensee as set forth herein.
2.02 Licensee agrees to use its best efforts to maintain the quality of
all products embodying the subject matter of the Recipe and shall be responsible
for assuring that all products manufactured under this agreement shall meet all
applicable requirements for safety and labeling.
2.03 Licensor hereby grants to Licensee a world wide license under the
Licensed Know How.
ARTICLE III
COMPENSATION
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3.01 Licensee agrees to pay Licensor 500,000 shares of its common stock
as consideration for the license herein. Licensor acknowledges that Licensee is
a newly-formed corporation which has no financial or operating history and there
can be no assurance of the return which Licensor may receive on his investment
in such shares. Licensor further acknowledges that the shares have not been
registered under the Securities Act of 1933 and he may have to hold such shares
indefinitely. Such shares shall be subject to further restrictions on transfer
set forth in the Investment Letter executed by Licensor concurrently with the
execution of this agreement.
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ARTICLE IV
COMPLIANCE
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4.01 Licensee shall perform all procedures and comply with all statutes
and regulations imposed by any agency or instrumentality of any governmental
body relative to manufacture and sale of the products embodying the Recipe,
including all "labeling" as contemplated by the Federal Food, Drug and Cosmetic
Act, as amended, and any other applicable law, rule and regulation. Licensee
shall, at its own expense, perform such testing and validation that it deems
necessary or appropriate to determine the safety and labeling requirements of
all products made under this agreement.
ARTICLE V
REQUIREMENTS OF COMMERCIAL SALE
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5.01 Licensor may cancel and terminate this licenses granted herein in
the event that Licensor has not introduced one or more products into the
commercial marketplace based on the Recipe and recognized revenues of $500,000
from sale of such products by September 30, 2006. In the event of the
termination of such Licenses pursuant to this Article V, licensor shall not be
required to return the shares to Licensee and the foregoing shall be Licensor's
sole and exclusive remedy in the event such Licensor is unable to reach such
sales requirements.
ARTICLE VII
TERM AND TERMINATION
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7.01 The licenses granted herein shall, unless sooner terminated as
herein provided, remain in full force as long as Licensor or its assignee is
actively selling a product based on the Recipe.
7.02 Licensor hereby represents and warrants that he has the full
right, power and authority to grant the licenses granted herein in the manner
and form herein expressed, free and clear of any adverse assignment, grant or
other encumbrance inconsistent herewith. Licensor represents that it is not
aware of any existing or threatened claims that its rights in the Recipe and
Licensed
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Know-how are infringing on any rights of others. Except as set forth herein,
Licensor makes no further representations or warranties with regard to the
Recipe. Licensee shall be responsible for determining the safety of the products
made with the Recipe. The Licensor makes no representations or warranties in
this regard.
7.03 If either party to this Agreement defaults or materially breaches
the terms hereof, the other party shall have the right to terminate the license
granted herein by stating the facts forming the basis for default or breach in a
written notice to the defaulting party sixty (60) days in advance of the date of
termination specified in the notice. If however, such default or breach is cured
within 60 days after the notice of termination has been mailed, certified or
registered mail, the notice of termination will not be operative and the
Agreement shall remain in full force and effect. 7.04 Except as set forth
herein, the termination of the licenses for any reason shall be without
prejudice to the remedy of either party hereto in respect of any previous breach
of any of the covenants herein contained.
7.05 At any time during the term of this Agreement either party may at
its option terminate the Agreement on notice to the other party upon (i) the
bankruptcy or insolvency of the other party; (ii) the filing by the other party
of a petition for bankruptcy or dissolution; (iii) the making by the other party
of an assignment for the benefit of creditors; (iv) the appointment of a
receiver of the other party over any of its assets, which appointment shall not
be vacated within sixty (60) days thereafter; or (v) the filing of any other
petition based upon the alleged bankruptcy or insolvency of the other party
which shall not be dismissed within ninety (90) days thereafter.
7.06 Licensee may terminate the license at any time upon giving written
notice to Licensor.
ARTICLE VIII
MISCELLANEOUS
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8.01 This Agreement and the covenants contained herein shall be binding
upon and enure to the benefit of the parties hereto and their successors and
assigns as the case may be, including
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successors by merger, reorganization, exchange of stock, sale of assets licensed
herein or otherwise. Licensee shall have the right to sublicense or assign any
rights under this Agreement.
8.02 Licensee agrees to protect, defend and indemnify Licensor from any
claims and expenses for personal injury arising out of the use of the products
sold by Licensee.
8.03 Nothing contained in this Agreement will be deemed to constitute
the parties hereto as partners or to create a joint venture, nor does this
Agreement constitute either Licensee or Licensor as the agent or legal
representative of the other. Neither Licensor nor Licensee shall have the right
or authority to create any obligation express or implied in the name of the
other or to bind the other in any manner except as otherwise provided herein.
8.04 Any provision of this Agreement held invalid or unenforceable
under any law, rule, regulation or interpretation thereof, shall not affect the
validity or enforceability of any other provisions of this Agreement or any part
thereof not held invalid or unenforceable.
8.05 This Agreement contains the entire understanding of the parties
with respect to the subject matter herein contained and supersedes all previous
agreements, if any, on this subject matter executed by the parties. The parties
hereto may, from time to time during the continuance of this Agreement, modify
or amend any of the provisions of the Agreement only by an instrument duly
executed by the parties hereto. It is expressly understood that there has been
made to Licensee or Licensor no other inducement, either oral or written, to
enter into this Agreement other than the terms hereof.
8.06 Licensee and Licensor agree to submit any dispute arising
hereunder to binding arbitration in the event that good faith efforts on behalf
of the parties do not result in resolution of such dispute. Such arbitration to
be in Broward County, Florida in accordance with the Rules of Commercial
Arbitration of the American Arbitration Association.
8.07 This Agreement shall be construed in accordance with the laws of
the State of Florida and both parties hereby expressly agree and contract that
it is the intention of neither party to violate any public policy, statutory or
common laws; that, if any sentence, paragraph, clause or combination of same is
in violation of any state or federal law, said sentences, paragraphs, clauses or
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combination of the same shall be inoperative and the remainder of this Agreement
shall remain binding upon the parties hereto; and that in any event, the
paragraphs herein concerning compensation shall be binding upon the parties; and
Licensee shall not be relieved of the obligation to pay the compensation as
herein provided. It is the intention of both parties to make this Agreement
binding only to the extent that it may be lawfully done under the existing state
and federal laws.
8.08 Any notice, payment or other communication required or permitted
to be given by either party to the other pursuant to this Agreement shall be in
writing and shall be deemed to have been given if delivered by hand, or sent by
certified mail, postage prepaid, addressed as follows:
Licensor: Licensee:
Either party may change its mailing address by giving the other party
notification in the manner set forth above.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day, month and year first above written.
XXXXX X. XXXXXX
SOUTHERN SAUCE COMPANY, INC.
By: ________________________________
TITLE: ____________________________
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