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JUICE FORCE LICENSING AGREEMENT
TERMS AND CONDITIONS

THIS AGREEMENT, effective as of the acceptance date, (the “Effective Date”) is made by and Between Juice Force Inc., a corporation duly registered in the Province of Ontario, Canada, hereinafter referred to as the (“Licensor”), and any person, individual, corporation or other legal entity registered with the Licensor, who wishes to use and puts in effect the use of any trade name, trademarks or any other proprietary property of the Licensor, adhering to the terms and conditions of this Agreement, shall hereinafter be referred to as the (“Licensee”).

WHEREAS, Licensor is the exclusive owner of the trademark(s) and several related designs as may be from time to time displayed on the Licensors website www.juiceforce.com including but not limited to logos, names “JuiceForce®”, “Juice Force” and “Juice Force Inc.” or any variation thereof, website content including but not limited to images, graphic designs, recipes, marketing and promotional material, tutorials written, audio and video format in both public domain as well as private member areas of the site, as well as any other content used in connection with the goods and services listed hereto; and

WHEREAS, Licensee desires a license to use Licensors trade names and trademarks and related designs in connection with its own juicing business operation under hereby granted licensing rights.

NOW THEREFORE, for and in consideration of the mutual covenants and undertakings hereinafter set forth, and other good and valuable consideration, it is agreed as follows:

1. DEFINITIONS

1.1 “Annual Licensing Fee” means a non-refundable, non-transferable annual fee of $960.00 (NINE HUNDRED AND SIXTY) Canadian Dollars.

1.2 “Startup Fee” means a non-refundable, non-transferable one-time fee of $2,800.00 (TWO THOUSAND EIGHT HUNDRED) Canadian Dollars, which includes the above listed startup promotional material, setup and 1 year of prepaid Annual Licensing Fee.

1.3 “Customer” means a buyer of Licensed Products from Licensee and does not include Licensee, its agents, assigns or subsidiaries.

1.4 “Licensed Marks” means Licensor’s trademark(s), service marks, trade names and related designs, Logo, graphics, symbols, recipes, and/or pictures or photographs of any of Licensor’s content or parts thereof.

1.5 “Licensed Products” means any product or part thereof bearing one or more Licensed Marks, and/or any packaging, advertising, promotional or print materials bearing one or more of the Licensed Marks.

1.6 “Gross Sales Price” means the Licensee’s aggregate gross price inclusive of applicable taxes, charged to Customers for the Licensed Products.

1.7 “Territory” means the defined City in which the Licensees business resides, without restrictions of selling Licensed Products outside of the Territory.

2. GRANT OF LICENSE

2.1 Subject to the terms of this Agreement and to the extent permitted by law, Licensor hereby grants Licensee a limited revocable non-exclusive license to use the Licensed Marks and to make and use certain derivative works thereof on the Licensed Products, in the Territory.

2.2 Licensee shall not assign or sublicense the rights granted under this license without the express prior written consent of Licensor.

2.3 Subject to the terms of this Agreement, Licensee has the right to authorize manufacturers to produce Licensed Products, provided that such authorization is limited to producing Licensed Products for Licensee only.

2.4 Licensee shall be responsible for ensuring that the Licensed Products produced by the manufacturers and any actions undertaken by the manufacturers satisfy all the requirements of this Agreement. Licensee assumes all responsibility for any actions undertaken by manufacturers relating to the use of the Licensed Marks and the manufacture, sale or distribution of the Licensed Products.

2.5. Licensee will use its best efforts to promote and sell the Licensed Products.

3. LICENSED PRODUCTS

3.1 Licensee shall upon the request of the Licensor from time to time, submit samples of Licensed Products and artwork of all proposed uses (whether previously approved or not) of the Licensed Marks at no cost, for approval prior to any use, sale or other distribution to the public. Licensor shall review and approve or disapprove the product, the graphics and designs depicting the Licensed Marks, and product packaging and designs in writing within fifteen (15) days of receipt thereof; provided, however, that if Licensor fails to approve or disapprove any proposed product or design within that time period those items shall be deemed disapproved unless and until written approval is provided.

3.2 Licensee agrees that any proposed change by Licensee involving any alteration, including alterations in the structure, color, size, design or quality of the Licensed Products, or any change in the use of Licensed Marks, shall be submitted to Licensor for approval as set forth in paragraph 3.1 above.

3.3 Licensee acknowledges that Licensor requires high product quality and accurate reproduction of the Licensed Marks on all Licensed Products, and that Licensor has the right to ensure that said products meet its quality standards. Licensee agrees that all Licensed Products manufactured and sold by it will be the same or substantially identical in quality and appearance to the initial samples approved by Licensor. Licensee shall maintain such reasonable manufacturing, servicing and quality standards to ensure that said Licensed Products are consistent with such initial samples. Licensor or its duly authorized representatives have the right to inspect the premises of Licensee during all reasonable hours of operation during the term of this Agreement, including the time provided for disposition of inventory following termination of the Agreement, to ensure that standards of quality, as reflected in the approved samples of Licensed Products, are being maintained.

4. PAYMENTS, ROYALTIES AND REPORTS

4.1 Licensee shall pay an Annual Licensing Fee of $960.00 which is due upon execution of this Agreement and then on or before every maturity date of this Agreement.

4.2 As consideration for this license, Licensee agrees to pay Licensor a one time setup fee of $2,800.00 which shall cover the first years Licensing Fee and startup promotional material as described under Licensing Opportunities of the Licensors webpage.

4.3 There shall be no royalties on Licensees operations.

5. ACCOUNTS AND RECORDS

Licensee shall maintain accurate account books and records showing the manufacture and sale or other distribution of Licensed Products. Such books and records shall be maintained for a period required by any governing agency within the jurisdiction of the Territory, and shall maintain its company/corporation or other legal entity in good standing by protecting the integrity of the Licensed Marks.

6. USE OF LICENSED MARKS

6.1 Licensee agrees that in the exercise of its rights under this Agreement, it will not state or imply either directly or indirectly that Licensee or Licensee’s activities, other than those required by this Agreement, are supported, endorsed, or sponsored by Licensor. Licensee also agrees not to use the name of Licensor in its business or affairs other than in the performance of its rights and obligations under this Agreement.

6.2 Licensee agrees that it will not alter, modify, dilute or otherwise misuse the Licensed Marks, or bring them into disrepute.

6.3 Licensee agrees not to use any other trademark, service mark, trade name, logo, symbol or device in combination with any Licensed Marks without the prior written consent of Licensor.

6.4 Licensee shall, upon the request of Licensor, cause to appear on or within each product sold under this Agreement, by means of a tag, label, imprint, or other appropriate device, such copyright, trademark or service mark notices as Licensor may from time to time designate. Licensee shall affix trademark notice (TM) or (®) next to the Licensed Marks on Licensed Products as instructed by Licensor.

6.5 Licensee recognizes the great value of the publicity and goodwill associated with the Licensed Marks and acknowledges that such goodwill belongs exclusively to Licensor. Licensee acknowledges Licensors exclusive right, title and interest in and to the Licensed Marks, and will not in any manner represent that it has any ownership therein or in any registration thereof, and will not knowingly in any way do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest. Licensee therefore agrees that, except for the rights granted herein, it has no interest in or ownership of the Licensed Marks, and further agrees not to register or attempt to register, in any jurisdiction, any of the Licensed Marks.

6.6 Licensee agrees that its use of the Licensed Marks inures to the benefit of Licensor and that Licensee shall not acquire any rights in the Licensed Marks.

6.7 Licensee shall not sell damaged Licensed Products or seconds bearing the Licensed Marks without Licensors prior written consent.

6.8 Licensee shall immediately advise Licensor of any infringement of the Licensed Marks that it learns about.

6.9 Licensor is the exclusive copyright owner of any designs, created by Licensee, which incorporate the Licensed Marks and which are used in connection with the Licensed Products. Licensee agrees to assign the copyright in these designs to Licensor.

7. INDEMNIFICATION

Licensor assumes no liability to Licensee or third parties with respect to the performance characteristics of the Licensed Products manufactured or sold by Licensee. Licensee agrees to indemnify and hold harmless Licensor, its trustees, officers, employees and agents from any and all claims, demands, actions, causes of action, suits, damages, liabilities and costs and expenses of every nature, including attorney’s fees, relating to or arising out of the manufacture or sale or use of the Licensed Products or from the use of the Licensed Marks on such products. This indemnification shall include, but is not limited to, any and all claims or suits for which either party is alleged or found to have been wholly or partially negligent.

8. INSURANCE

Licensee shall maintain in effect insurance for both bodily injury and property damage liability including product liability, in per occurrence limits of not less than One-Million Dollars ($1,000,000.00). Such coverage shall be provided with respect to all claims for damages arising out of the manufacture or sale or use of the Licensed Products, regardless of when such claims are made or when the underlying injuries occur or manifest themselves. Policies maintained by Licensee shall: • be underwritten by a carrier that is rated at least “A” in Best’s Key Rating Guide; • be primary as to any other valid and collectible insurance in force; • include endorsements naming Licensor as additionally insured insofar as this Agreement is concerned with statements on certificates that “The Licensor, its officers, employees and agents are additional insureds” and “This insurance is primary as to any other valid and collectible insurance in force”; and provide that notice shall be given to Licensor at least thirty (30) days prior to cancellation or material reduction in the form of such policies. Licensee must provide notice to Licensor at least thirty (30) days prior to cancellation or material reduction in the form of these policies. Copies of certificates as evidence of said insurance shall be delivered by Licensee by email to juiceforce@gmail.com

9. METHODS OF TERMINATION

9.1 Except as otherwise provided, this Agreement shall renew automatically at the end of the term specified herein.

9.2 Should Licensee fail to comply with any provision of this Agreement, Licensor may terminate this Agreement on thirty (30) days’ written notice; provided, however, that such notice shall be void and of no effect if Licensee corrects such default during the thirty day notice period. However, Licensor may immediately terminate this Agreement if Licensee becomes insolvent, makes an assignment for the benefit of creditors, or has a petition in bankruptcy filed for or against it.

9.3 Termination of this Agreement shall not impair any accrued rights of Licensor.

10. EFFECTS OF TERMINATION

Upon the termination of this Agreement, all rights granted to Licensee hereunder shall revert to Licensor, and Licensee shall make no claims to such rights.

11. LICENSEE’S DUTIES UPON TERMINATION

Upon termination of this Agreement, Licensee agrees to immediately discontinue (1) the manufacture of all Licensed Products bearing the Licensed Marks, and (2) the use of the Licensed Marks; provided, however, that Licensee shall have the right to complete all licensed products bearing the licensed marks then in process and to dispose of its stock of all Licensed Products bearing the Licensed Marks which meet the standards of quality required by this license at its normal Net Sales Price within three (3) months after said termination.

12. REMEDIES

12.1 Licensee acknowledges that its breach of this Agreement will result in immediate and irremediable damage to Licensor, and that money damages alone would be inadequate to compensate Licensor. Therefore, in the event of a breach or threatened breach of any provision of this Agreement by Licensee, Licensor may, in addition to all other remedies, immediately obtain and enforce injunctive relief prohibiting the breach or compelling specific performance.

12.2 The parties agree to submit to the personal jurisdiction of the federal and state courts within the Province of Ontario, Canada.

13. SEVERABILITY

Should any provision of this Agreement be held unenforceable or in conflict with the law of any jurisdiction, then the validity of the remaining provisions shall not be affected by such a holding.

14. MODIFICATION AND WAIVER

14.1 Licensor may modify the terms of this Agreement (including, but not limited to, the Annual Licensing Fee and from time to time, in its sole discretion, by sending Licensee written notice by electronic mail or by regular mail 30 days before any modification.

14.2 The Parties agree that this Agreement may be modified from time to time by the Licensor by means of a written notice.

14.3 It is agreed that no waiver by either party hereto of any breach of any of the provisions herein set forth shall be deemed a waiver as to any subsequent and/or similar breach.

15. ASSIGNABILITY

This Agreement shall inure to the benefit of Licensor, its successors and assigns, but shall be personal to Licensee and shall be assignable by Licensee only with the prior written consent of Licensor.

16. TERM OF AGREEMENT

This Agreement shall continue in full force and effect for 1 year from the Effective Date, and shall automatically renew on maturity date, unless otherwise terminated by operation of law or by the acts of the Parties in accordance with the terms of this Agreement; provided that Licensee is in good standing and is in compliance with all terms of the Agreement, including Sections 2.4, 4.1, 4.3, 4.4, and 8.

17. GOVERNING LAW

This Agreement is made in the Province of Ontario, Canada and shall be governed and construed by its laws.

18. NOTICES

Except as otherwise provided in this Agreement, any notice required by this Agreement shall be deemed to have been properly received when delivered in person or when mailed by registered first class mail to the addressees given in the Registration Form, or such other addressees as may be designated from time to time or by email.

19. NO PARTNERSHIP OR FRANCHISE

This Agreement does not constitute and shall not be construed to constitute (1) a partnership or joint venture between Licensor and Licensee, or (2) a franchise agreement between Licensor and Licensee. Licensee shall have no right to obligate or bind Licensor in any manner whatsoever, and nothing contained in this Agreement shall give or is intended to give any rights of any kind to third persons. The parties understand that no party is an agent, employee or servant of the other party.

20. ENTIRE AGREEMENT

This Agreement contains the entire agreement between the Parties with regard to the subject matter hereof and supersedes all other statements and representations pertaining to this subject matter.

By accepting this Agreement, both parties are bound by its terms and conditions.

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