TraDigicom360, LLC DBA/GoLocalez

Licensee Agreement                                                                                                                    DATE: _____________________


  1. TraDigicom360, (TD360) whose registered office is at PO Box 654 Bountiful, UT 84011, hereinafter known as the “COMPANY” And:;

_________________________________________,  an individual residing in the State of _____________________, United States of America, whose address is __________________________, ____________, _______  hereinafter known and referred to as Licensee).



  • COMPANY is in the business of operating portals and web sites and providing marketing products and services which COMPANY has a distinctive system and plan utilizing and comprising certain know-how and methodologies, proprietary marks, confidential information, standards, specifications, techniques, identifying schemes and materials, insignia, management methods and standard operational procedures.

  • Licensee wishes to obtain the benefit of the knowledge skill and experience of COMPANY and its principals and associates and the right to operate the business system of COMPANY and to use the name(s) and mark(s) to which COMPANY has ownership and rights.

  • Licensee acknowledges that COMPANY and its principals and associates have established a substantial reputation and goodwill in the business.

  • COMPANY is chartered to establish a universal information portal collection of information and links to information, automated marketing software , E-Mail and Voice broadcasting services, social media networks, and Video share websites under its service marks and brand names, for making centrally available unique and otherwise disparate marketing, promotion and advertising processes, and other information services and resources about the local areas and communities where those with a need and interest for accessing, utilizing, reselling, listing, promoting and so forth. All of this information will reside in the websites and other electronic locations. A key element is the establishment of regional and community operating units working together cooperatively to ensure the brand names and marks continue to grow.


    1. In this Agreement the following expressions shall have the following meanings unless the context otherwise requires

‘Agreement’                  this Agreement and its Schedules and Attachments.

‘Business’                     the business of operating and managing a community in the City web portal, including the various programs and activity for and under the Proprietary Marks using the System described in the Operating Manual.

‘Expiration Date’          the date of expiration of the Initial Term pursuant to clause 3.

‘Initial Term’                the term set out in clause 3.

‘Operating Manual’      the written specification of the methods processes, techniques, systems, and schemes devised and compiled by COMPANY to be observed and implemented by Licensee in operating the Business and any amendment or variation thereof at anytime hereafter notified in writing by COMPANY to Licensee.

‘Payment Date’             electronically within 5 days of all payments received by the 15 and 1st  of each calendar month.

‘Proprietary Marks’      the software, documents, trade names, logos and details of which are set out in Schedule 1 to this Agreement and all other patents, trade marks, trade names, logos, designs, symbols, emblems, insignia, copyrights, know-how, information, drawings and other identifying materials whether or not registered or capable of registration and all other proprietary rights whatsoever owned by or available to COMPANY adopted or designated now or at any time hereafter by COMPANY for use in connection with the System.

‘Services’                      the services identified by the Proprietary Marks sold or provided in the course of the Business.

‘System’                        the distinctive business format and method developed and implemented by COMPANY in connection with the Business including the Proprietary Marks and operational procedures, plans, directions, specifications, methods, management and techniques part of which are contained in the Operating Manual and further particulars of which appear in Schedule 2.

‘Territory’                     the geographic area where Licensee is authorized to market and promote the products and services of COMPANY.

Trade Marks Registry  shall mean any authority or agency authorized to register trade or service marks associated with the conduct of the Business, whether such registration is optional or mandatory.

  1. Any reference to a recital, clause or schedule is to the relevant recital, clause or schedule of or to this Agreement and any reference to a sub clause or paragraph is to the relevant sub clause or paragraph of the clause or schedule in which it appears;

  2. The clause headings are included for convenience only and shall not affect the interpretation of this Agreement;

  3. Use of the singular includes the plural and vice versa;

  4. Use of any gender includes all genders; and

  5. Any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organizations, governments, states, foundations and trusts (in each case whether or not having separate legal personality).

  1. Appointment and Grant

    1. COMPANY grants to Licensee during the continuance of this Agreement upon the terms and conditions of this Agreement the right and license to operate the Business in the Territory under the Proprietary Marks in accordance with the System.

    2. Licensee shall place upon all documents used in connection with the Business in such manner and place COMPANY requests the following words (or such other words as COMPANY may specify) “a Business operated under license from COMPANY”.

  2. Commencement and Term

    1. This Agreement shall start on its signature and shall continue unless and until determined in accordance with its terms Perpetual subject to Licensee and Licensor rights of termination for lack of performance contained in clauses 7.0 through 7.2 and also defined in the commission schedule .

    1. The rights and license granted to Licensee by this Agreement extend only to the ____________________________________Territory, and Licensee will not make any use nor will it permit or authorize any use of the System or the Proprietary Marks or make available the Services outside the Territory, except as required by its operations within the Territory.

    2. Licensee will not offer or provide information or assistance concerning the System or the Proprietary Marks or make available the Services to any person who intends or may seek to use or resell them outside the Territory, except as authorized by COMPANY or by the terms and condition herein.

    3. COMPANY will not offer or provide information or assistance concerning the System or the Proprietary Marks or make available the Services to any person who intends or may seek to use or resell them inside the Territory, except as authorized by Licensee or by the terms and condition herein.

  3. Initial Obligations of COMPANY

    1. In connection with the commencement of the Business by Licensee, COMPANY will provide the key employees and personnel of Licensee initial training in the standards procedures techniques and methods comprising the System at a place and time specified by COMPANY the cost of travel and subsistence in connection with that being paid by Licensee provided that COMPANY shall not be required to provide training in the skills that an appropriately qualified person experienced in the field of work of the type to be operated by Licensee might reasonably be expected to have.

  4. Continuing Obligations of COMPANY


  1. permit Licensee to manage and promote the Business under the trade using the name City or such other phrase as COMPANY decides to associate with the System in accordance with the terms of this Agreement;

  2. provide Licensee with advice know-how and guidance relating to the System and provide reasonable facilities for consultation with Licensee in connection with any problems relating to the System;

  3. provide Licensee, at Licensee’s expense, with standard forms of contract for use by Licensee in dealings with its customers;

  4. make available to Licensee all Proprietary Marks, services and facilities which COMPANY makes available to its other licensees and representatives including improvements in and additions to the System; and

  5. should it in its absolute discretion deem it desirable, organize and convene, by written notice to each of the licensees, an annual conference; the agenda for which shall include discussion of any improvements to the System and COMPANY’s proposals for promotional activities and the general management of the System, with Licensee bearing the cost of any travel and subsistence expenses incurred in attending such a meeting.

  1. Obligations of Licensee

    1. Licensee shall:

      1. allow COMPANY to register the particulars of this agreement at any Trade Marks Registry in respect of each of the trade marks of COMPANY set out in Schedule 1 and to execute such other agreements during the continuance hereof in relation to such trade marks as COMPANY may require;

      2. operate the Business in accordance with the provisions of the Operating Manual and conform with the System, as modified from time to time, and not use any additional trade name or symbol or do anything which is not in accordance with the System;

      3. cooperate and liaise with other licensees andbusinesses operated in accordance with the System with regard to quality and service Licensee acknowledging that such conformity cooperation is of the utmost importance to the successful operation of the Business and the protection of the goodwill attaching to the Proprietary Marks;

      4. comply with all advice and instructions given by COMPANY with regard to the operation of the System;

      5. engage only appropriately qualified persons in the Business and at its own cost ensure that the staff and any replacements who are so engaged undergo training in the System and are trained in the System and any improvements as and when required by COMPANY and procure at its own cost their attendance at a time and place specified by COMPANY for such training;

      6. use only letter headings invoices display materials promotional literature and other items in connection with the Business provided by or conformed with those provided by COMPANY or as approved by COMPANY, and immediately stop using any materials that COMPANY requires;

      7. properly carry on the Business and use its best efforts to promote and increase the Business and to co-operate with COMPANY and the other licensees of COMPANY in this regard;

      8. promote and preserve the goodwill and reputation associated with the Proprietary Marks by promptly replacing or refunding the cost of any services supplied by Licensee which do not conform with the high standards required by the System;

      9. consult with COMPANY as to the scale and level of prices and charges to be levied in the course of the Business;

      10. permit COMPANY and its representatives without any further authority and upon reasonable notice to enter Licensee’s Premises for the purposes of ascertaining whether the provisions of this Agreement are being complied with;

      11. permit COMPANY without any further authority save that hereby irrevocably given to speak or write to customers of the Business concerning the standard of any products or services being provided to such customers by Licensee;

      12. comply with all statutes bylaws regulations and requirements of any government or other competent authority relating to Licensee and the conduct of the Business; and

      13. procure from its manager for the time being and from such other staff as COMPANY shall require an agreement in a form specified by COMPANY not to disclose to any third party any confidential information or knowledge concerning the Business the Proprietary Marks or the System which may be communicated to such manager or employee or which such manager or employee may otherwise acquire and Licensee shall at its own expense take such steps as COMPANY may direct in order to enforce or restrain any breach of the terms of any such agreement.

    2. Licensee shall ensure that in carrying out the Business all data information and intellectual property relative to the Business which is created in or about the course of the Business shall vest in and belong to COMPANY, subject to and consistent with the rights and restrictions to which Licensee is subject to, who shall have an equivalent right to use or license the same for any purpose it sees fit in the promotion of its business and Licensee shall take all steps and sign all such documents as COMPANY requires to vest such intellectual property and other rights envisaged by this clause in COMPANY.

    3. For the avoidance of doubt such intellectual property shall form part of the Proprietary Marks.

  2. Restrictions on Licensee

    1. Licensee shall not:

      1. permit any person to act or assist in the operation of the Business until such person has signed a non-competition and confidentiality agreement in the form specified by COMPANY;

      2. sell assign transfer charge or sub-license the Business the System or Proprietary Marks nor any part thereof without written consent.

      3. render any service which does not conform to or conflicts with the standards associated with the Proprietary Marks or of which COMPANY does not approve;

      4. do or omit to do any act or thing which may in the sole opinion of COMPANY bring the System or the Proprietary Marks into disrepute or which may in the sole opinion of COMPANY damage or conflict with the interests of the Business or the other licensees of COMPANY;

      5. without COMPANY’s prior written consent in any capacity whatsoever be directly or indirectly engaged in any business or undertaking other than the Business.

    2. Licensee covenants during this Agreement and for a period of 1 (one) year after its expiration or termination for any reason whether by itself or together with any other person firm or company in any capacity whatsoever save as authorized hereunder directly or indirectly that it will not:

      1. be engaged or interested or concerned in the sale provision of the Services or any like services or in any business which is in the sole opinion of COMPANY similar to or competitive or in conflict with the Business; and

      2. employ or seek to employ any person who is at that time or has at any time in the previous two years been employed by COMPANY or any other licensee or representative of COMPANY or any business carried on under the Proprietary Marks using the System, nor otherwise directly or indirectly induce or seek to divert any customer from COMPANY or any other franchisee of COMPANY.

    3. Licensee acknowledges that the Proprietary Marks and the Operating Manual and all other information and knowledge relating to the System is of a strictly confidential nature and accordingly that it will not and it will ensure that no other person shall at any time without the prior written consent of COMPANY whether before or after termination of this Agreement divulge or use whether directly or indirectly for its own benefit or that of any other person firm or company any such information or knowledge relating to the System which may be communicated to or otherwise acquired by Licensee its directors agents or employees.

  3. Proprietary Marks and Protection

    1. Licensee shall render to COMPANY all reasonable assistance to enable COMPANY obtain registration in any part of the world of any of the Proprietary Marks. In no circumstances will Licensee apply for registration as proprietor of any of the Proprietary Marks in any part of the world but if at the time Licensee is deemed in law also to be the proprietor of any mark or if for any other reason COMPANY shall so request Licensee shall at COMPANY’s expense make in its own name or jointly with COMPANY and proceed with such application as COMPANY may direct and do all such acts and things and execute all such documents necessary for obtaining such registration and thereupon Licensee shall assign such registration and all other rights in such trade mark to COMPANY.

    2. Licensee acknowledges that the goodwill and all other rights in and associated with the Proprietary Marks belong to COMPANY and that it is the intention of the parties that all those rights will at all times and for all purposes remain with COMPANY. If any rights at any time accrue to Licensee by operation of law or otherwise Licensee will at its own expense on demand do everything (including signing and executing documents) COMPANY requests to vest those rights absolutely in COMPANY.

    3. In the event that a registration is obtained for any of the Proprietary Marks after the date of this Agreement Licensee shall subject to registration of particulars of that agreement at the Trade Marks Registry in respect of such other marks be entitled to such like rights under such registration as are granted by this Agreement in respect of the other registered trade marks comprised at the date hereof in the Proprietary Marks and hereby authorizes COMPANY to register such particulars.

    4. Licensee will notify COMPANY immediately of any and all circumstances coming to its attention or that of its director’s agents and employees who may constitute an infringement of any of the Proprietary Marks or any suspected passing off by any unauthorized person and shall take such reasonable action in connection therewith as COMPANY may direct at the expense of COMPANY.

    5. Licensee shall take such action in relation to the use of any of the Proprietary Marks in the Business as COMPANY may from time to time direct in order to make clear that the Proprietary Marks are the subject of patent copyright or trade mark protection.

    6. Nothing in this Agreement shall constitute any representation that the Proprietary Marks or the use thereof does not fall within the scope of any third party intellectual property rights.

  4. Improvements and innovations

    1. Without being under an obligation to produce and make the same, each party agrees to make available to the other all and any improvements additions or modifications of or to the System, and Licensee shall then required by COMPANY to introduce any such improvement addition or modification into the Business at the time and in the manner specified by COMPANY and the System shall be deemed to have been so varied.

    2. Licensee will notify and assign to COMPANY without charge of any improvements additions or modifications of or to the System which may assist in the operation of the Business and COMPANY shall be entitled to use or license the use of the same in any way it sees fit in the promotion of its business.

    3. Licensee will not introduce any improvement addition or modification of or to the system into the Business without the prior written consent of COMPANY.

  5. Operating Manual

    1. COMPANY will provide Licensee with full written details of any alterations or variations to the form of the Operating Manual to enable Licensee to keep its copy up-to-date.

    2. Licensee shall conduct the Business strictly in accordance with the Operating Manual the terms of which shall be deemed incorporated into and shall form part of this Agreement. In the event of any conflict between the terms of this Agreement and the terms of the Operating Manual this Agreement shall prevail.

    3. The Operating Manual remains the sole and exclusive property of COMPANY and Licensee acknowledges that the copyright in it vests in COMPANY and will not make and will assure that no other person will make any copies without the prior written consent of COMPANY.

  6. Fees and payment

    1. Licensee shall pay to COMPANY, upon execution of this agreement, the term license fee of _____________________________ ____($_____________) for the grant of the license.

    2. At the end of the first term, Licensee shall pay a renewal fee in the sum of _________________ ________________($______________), except that in its sole discretion, COMPANY may waive part or all of the renewal fee where the licensee has exhibited exceptional performance in the promotion of the Business.

    3. For each subsequent term, COMPANY will at its sole discretion, establish the amount and terms of the subsequent renewals, with the provision that Licensee will have a minimum notice of six (6) months of the terms and conditions of renewal.

    4. Licensee will establish a electronic debit account for the electronic deposit of all receipts and payments of commissions for paid and collected funds in the operation of the Business. Licensee will direct all payments for goods and services sold to be paid electronically into the prescribed payment portal connected to the payment processing procedure.Licensee will provide a full accounting of all Moneys, payments or otherwise received outside of the normal payment process and immediately submit all payments received to COMPANY admin as often as daily or hourly.

    5. COMPANY may in its sole discretion establish a reasonable allowance for bad deposits or for any disputes as to the amounts of funds due and owing COMPANY and Licensee.

    6. In the event that any sums due to COMPANY are not deposited in a timely manner or at all by the Licensee, Licensee shall pay interest from day to day at an annual rate of 10 per cent (10%) from the time COMPANY deems the funds should have been deposited. (Contract Dates)

  7. Accounts and Records

Licensee shall:

  1. keep accurate accounts and records of all gross sales made by it in each month up to the close of business on the last working day of each month and shall prepare in a form approved by COMPANY a monthly financial statement thereof and shall send a copy of that to COMPANY on or before the tenth (10th ) day of the following month (or the first business day following);

  2. Commissions: Receive Commissions in accordance to the commission schedule attached to this agreement as “Commission Schedule 1”.

  3. keep full and accurate books of account, detailed management and accounting records and permit COMPANY or its agent to inspect any accounts and records and to take copies;

  4. prepare and promptly give to COMPANY all other accounting and management information and any other information COMPANY requires,

  5. Allow auditors nominated by COMPANY to undertake such audits as COMPANY requests on reasonable notice.

    1. Licensee may not assign this Agreement or the Business or any part thereof without COMPANY’s prior written consent, where such consent will not be withheld unreasonably.

    2. COMPANY shall be entitled to assign this Agreement and upon any assignment this Agreement shall be fully enforceable by any such assignees as if the same were a party hereto from the outset in lieu of COMPANY.

    1. Not later than one (1) month before the end of the initial term of the Agreement; COMPANY may give one (1) months written notice to Licensee to terminate this Agreement for reasons stated in remainder of section 15.

    2. Licensee may give written notice to COMPANY of its intent to allow this Agreement to terminate upon its expiration with 30 days written notice to COMPANY Corporate address.

    3. In the event this Agreement is terminated under the provisions of this section, COMPANY shall have the right to market the license to potential successors of Licensee, and Licensee agrees to fully cooperate with COMPANY in the marketing of the License.

    4. COMPANY may terminate this Agreement forthwith, if licensee does not meet the performance scheduled outlined in the attached performance schedule by giving a 30 day written warning of breach of performance and then 30 day notice in writing to Licensee if Licensee:

      1. at any time fails to pay any amounts due to COMPANY;

      2. fails to submit to COMPANY any of the accounting or management information required to be submitted;

      3. shall in the opinion of COMPANY misuse or in any way impair the goodwill associated with any of the Proprietary marks or takes any action to contest the validity or ownership thereof;

      4. fails to cooperate with the other businesses and/or licensees in accordance with the COMPANY Marketing System;

      5. otherwise neglects or fails to perform or observe any of the other provisions of this Agreement or commits any breach of any of its other obligations hereunder which breach if remediable is not remedied to the satisfaction of COMPANY within thirty (30) days of a notice in writing to Licensee requesting its remedy provided that COMPANY shall be obliged to give such notice in the case of a persistent breach (which shall be defined as one which has occurred more than twice in any twelve (12) month period);

    5. This Agreement shall automatically terminate without notice if Licensee shall become insolvent or shall enter into liquidation or make any arrangement with its creditors or shall have a receiver or an administrative receiver appointed or if any action is taken by any third party in relation to or affecting the solvency of Licensee.

  1. Resolution of Disputes

    1. In the event of a dispute or question arising between the parties as to any term of this Agreement, whether any party is in a position to terminate this Agreement pursuant to clauses 15.4.2 to 15.4.5 inclusive (and prior to any such party being entitled so to terminate this Agreement) the parties shall first meet in an attempt to resolve any disagreement between them.

    2. In the event that the parties are unable to reach an agreement, then the issue shall be referred to mediation. If the parties are unable to agree upon the identity of the mediator then either party shall be entitled to approach the American Arbitration Association, or other agreed upon like body, whose nomination or recommendation of a mediator shall be binding upon the parties.

      1. The matter shall be investigated and conducted according to procedures established by the mediator after his appointment.

      2. The mediator shall act as a mediator and not as an expert or an arbitrator.

      3. The mediator shall be entitled to act on his or her own opinion but shall receive representations from both parties.

      4. The mediator may require oral representations and may seek professional advice at any stage during the process.

      5. The parties shall submit such information as is requested by the mediator to enable him or her to understand the issue to be determined and the parties representations in respect of it.

      6. No decision of the mediator shall be binding on the parties who shall use all endeavors to resolve any dispute between the parties.

      7. The parties shall however pay the costs of the mediator as he or she may direct.

  2. Consequences of Termination

    1. Subject to any obligations to third parties by Licensee incurred in the operation of the Business and by use of the System, upon the termination or expiration of this Agreement for any reason Licensee shall:

      1. immediately pay to COMPANY the full amount of all monies then due, and upon subsequent receipt, immediately pay to COMPANY the full amount of monies due;

      2. immediately cease to operate the Business and to use the System and shall not thereafter hold itself out in any way as a licensee of COMPANY and refrain from any action that would or may indicate any relationship between it and COMPANY;

      3. immediately cease to use in any way whatsoever any and all of the Proprietary Marks and any other trade names logos devices insignia procedures or methods which are or may be associated with the Proprietary Marks or the System;

      4. return to COMPANY or otherwise dispose of or destroy as COMPANY shall direct all stationery invoices forms specifications designs records data samples models programs and drawings pertaining to or concerning the Business or the System or bearing any of the Proprietary Marks;

      5. remove or permanently cover all signs identifiable in any way with COMPANY and in the event of failure promptly so to do to permit the authorized agents of COMPANY to enter on the Premises for such purpose;

      6. return to COMPANY all copies of the Operating Manual in its possession or under its control;

      7. do such acts and execute such documents as COMPANY requires including (but without limitation) such notification of cessation of use of the Proprietary Marks as is necessary for the purpose for recording the same at the Trade Marks Registry;

      8. otherwise observe the covenants in clauses 8.2 and 8.3

    2. The expiry or termination of this Agreement is without prejudice to the accrued rights of the parties and any provision hereof which relates to or governs the acts of the parties thereto subsequent to such expiry or termination hereof shall remain in full force and effect and shall be enforceable notwithstanding such expiry or termination.

  3. Acknowledgements by Licensee

    1. Licensee acknowledges the exclusive rights of COMPANY to own the System and the Proprietary Marks and all matters comprised therein.

    2. It is expressly agreed that each of the restrictions contained in this Agreement is reasonably necessary for the protection of COMPANY and its other franchisees and of the System and the Proprietary Marks and does not unreasonably interfere with the freedom of action of Licensee who enters into this Agreement with the benefit of legal advice in full knowledge of all the provisions and Licensee acknowledges that all such provisions are fair and reasonable and that in entering into this Agreement Licensee accepts no more onerous restrictions than those to which Licensee would otherwise have been subject prior to entering into this Agreement.

  4. No Partnership or Agency

    1. Licensee shall not pledge the credit of COMPANY nor represent itself as being COMPANY nor an agent partner employee or representative of COMPANY and shall not hold itself out as such nor as having any power or authority to incur any obligation of any nature express or implied on behalf of COMPANY and nothing in this Agreement shall operate so to constitute Licensee an agent partner employee or representative of COMPANY.

  5. No Warranties without authority

    1. Licensee shall make no statement representation or claim and give no warranty to any person in respect of the Business Services or the System save those which are agreed by COMPANY.

  6. Indemnity by defaulting parties

    1. Each party agrees to indemnify and keep indemnified the other party as well after as before the expiry or termination hereof for and against all damages loss claims demands expenses (including legal and professional expenses) costs and liabilities which the party may at any time incur as a result of any and all breaches of any provisions of this Agreement and for which the other party was in no way responsible.

  7. Entire Agreement

    1. This Agreement and the documents referred to in it, constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this Agreement.

  8. No Warranty

    1. Each of the parties acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement as a warranty or representation. The only remedy available to it for breach of the warranties or representations shall be for breach of contract under the terms of this Agreement. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.

    1. Each of the restrictions and provisions contained in this Agreement are construed as independent of every other restriction and provision so that if any provision of this Agreement or the application of any provision to any person firm or company or to any circumstances shall be determined to be invalid and unenforceable then save as provided in clause 24.2 below such determination shall not affect any other provision of the Agreement or the application of such provision to any person firm company or circumstance all of which other provisions shall remain in full force and effect

    2. In the event that any provision of this Agreement shall be held to be invalid or unenforceable by a court of law or other competent authority in a way which in the sole opinion of COMPANY materially adversely affects the right of COMPANY to receive payment of fees or other remuneration or the terms on which COMPANY supplies goods or services to Licensee or any territorial exclusivity conferred hereunder or the System or Proprietary Marks then and in any such case COMPANY may without liability terminate this Agreement by notice in writing to Licensee to that effect and in such circumstances the provisions of clause 17 above will apply

  9. Force Majeure

    1. None of the parties to this Agreement shall be responsible to any other party for any delay in performance or non-performance due to any causes beyond the reasonable control of the parties hereto but the affected party shall promptly upon the occurrence of any such case so inform the other parties in writing stating that such cause has delayed or prevented its performance hereunder and thereafter such parties shall take all action within its power to comply with the terms of this Agreement as fully and promptly as possible

    1. No failure of either to exercise any power given to it hereunder or to insist upon strict compliance by the other party with any obligation or condition hereof and no custom or practice of the parties at variance with the terms hereof shall constitute a waiver of any of either party’s rights hereunder.

    2. No waiver by either party of any particular default by the other party shall affect or impair that party’s rights in respect of any subsequent default of any kind by the other party nor shall any delay or omission of either party to exercise any rights arising from any default affect or impair that party’s rights in respect of the said default or any other default of the other party hereunder. Subsequent acceptance or deferral of any payments or other obligation of the other party shall not be deemed a waiver of any preceding breach by the other party of any of the terms covenants or conditions of this Agreement.

    1. Any notice required to be given hereunder by any party shall be in writing sent by prepaid recorded delivery or registered post and shall be deemed effective seventy-two hours after the same was posted and proof of delivery whether or not received.

  10. Applicable Law

    1. This Agreement shall be governed and construed in accordance with the Law of _____________ and the parties hereto hereby submit to the jurisdiction of the _______________ Courts.


Print Full Name & Title _____________________________________________________

Signed by____________________________________________________________    ________________                                         For and on behalf of Licensee                                                                     Date

Print full Name & Title _______________________________________________________

Signed by____________________________________________________________  ________________                                         For and on behalf of COMPANY                                                                               Date





“Proprietary Marks”

Schedule 2

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