EXHIBIT 10.2
LICENSE OF INTELLECTUAL PROPERTY
Whereas Essentially Yours Industries Corp ("Corp") #201 -- 8322 -- 130th Street,
Surrey, B.C. V3W 8J9
Fax: 604.502.5120
Email: laroseb@eyicorp.com
is the owner or licensee of certain Trademarks or copyrighted marks as more
specifically set out and identified on Schedule A (the "Marks") and the owner or
rights holder of the formula ("Formulas") to certain products as more
specifically set out and identified on Schedule A;
And Whereas Essentially Yours Industries, Inc., ("Inc.") a Nevada company,
3753 -- Howard Hughes Pkwy, Suite 200, Las Vegas, NV 89109
Fax: 702.892.3950
Email: eyi@jaybiz.com
will carry on the sales and marketing activities of the EYI group of companies
effective June 30, 2002;
And Whereas it is in the interests of the EYI group of companies to confirm the
right of Inc to use the Marks for all uses in its sales and marketing activities
and to obtain the right to the Formulas for the same purpose;
Now Therefore the Parties hereto agree as follows:
1. Corp hereby licenses to Inc all of the right, title and interest that it
may have in and to the Marks and in and to the Formulas to Inc for the sum
of one ($1.00) US Dollar per year, the receipt and sufficiency of which is
hereby acknowledged. The Parties agree that the effective date of this
license will be noon PDT June 30, 2002 (the "effective date").
2. This license shall continue without any additional payments by Inc other
than as set out in Paragraph 1 above for a term of fifty (50) years and
shall be renewable thereafter at the option of Inc on a yearly basis
thereafter at the same yearly rate and so on from year to year.
3. Inc shall have the option, at any time, to require Corp to transfer and
assign all of its right, title and interest in and to the Marks and in and
to the Formulas to Inc upon prior written notice. The consideration for
transfer and assignment of each Mark and each Formula shall be the sum of
one ($1.00) US Dollar each or such greater sum as may be determined to be
the fair market value of such Mark or Formula as determined by agreement
between the parties, arbitration or by the appropriate taxation
authorities after all assessments and appeals have been concluded,
provided however, it is acknowledged and agreed that any of the Marks
abandoned by Corp and `picked up' by Inc shall be considered to have only
nominal value to Corp and any right, title or interest of Corp in and to
such Mark shall be transferred to Inc for the sum of $1.00 USD. The
Parties further acknowledge that those of the Marks on Schedule A
indicated to belong to Nutri-Diem Inc. ("NDI") are used by Corp at the
consent of NDI
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pursuant to the terms of an agreement dated May 10, 1996 and that this
agreement was terminated by NDI effective April 30, 2001. Accordingly, the
Parties acknowledge that Corp likely has no right, title or interest in
and to the Marks of NDI to transfer to Inc.
4. The Parties agree to execute and deliver any and all transfers,
assignments and other documentation necessary or reasonably requested to
carry out and ensure compliance with the intention of the Parties
expressed herein.
5. Each of the Parties confirms that it has the authority to enter into this
agreement; that the agreement has been properly authorized; and that the
agreement is binding upon each respective party.
6. Any notice required or permitted to be given hereunder shall be in writing
and shall be effectively given if:
(a) Delivered personally;
(b) Sent by prepaid courier service or mail; or,
(c) Sent prepaid by telecopiers, fax, telex or other similar means of
electronic communication, including email;
Addressed to the relevant Party at the address/number shown for that Party
at the beginning of this Agreement.
Any notice so given shall be deemed conclusively to have been given and
received when so personally delivered or, if sent by fax, telex,
telecopier or other electronic communication, including email, on the
first business day thereafter, or if sent by mail on the third business
day thereafter. Any Party may change any particulars of its address/number
for notice by notice to the other in the manner above described.
7. Save and except for actions for injunctive relief or similar, the Parties
shall make every effort to resolve amicably by direct, informal
negotiation any disagreement or dispute arising between them under and in
connection with this Agreement. If, after TEN (10) DAYS from the
commencement of such informal negotiations, the Parties have been unable
to amicably resolve any dispute arising out of or in connection with this
Agreement, except for actions for injunctive relief or similar, any Party
may require that the dispute be referred to and finally resolved by
Arbitration, under the rules of the American Arbitration Association (the
"Rules"), which Rules are deemed to be incorporated by reference into this
Article. The tribunal shall consist of One (1) Arbitrator. The Parties
will endeavour within TEN (10) DAYS of the matter being referred to
Arbitration to agree upon an Arbitrator, failing which the Arbitrator
shall be appointed in accordance with the Rules. The place of Arbitration
shall be Las Vegas, NV. The language of the Arbitration shall be English.
The Parties agree that the Arbitrator shall be requested to make his award
within SIXTY (60) DAYS following the later of the conclusion of the
Arbitration hearings or any exchange of final written submissions by the
Parties and further agree that the word of the Arbitrator shall be final
and binding and without appeal.
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8. If any provision of this Agreement is unenforceable or invalid for any
reason whatever, such unenforceability or invalidity shall not affect the
enforceability or validity of the remaining provisions of this Agreement,
and such provision shall be severable from the remainder of this
Agreement.
9 Time shall be of the essence hereof.
10. No waiver by any Party of any breach by any other Party of any of its
covenants, obligations and agreements hereunder shall be a waiver of any
subsequent breach of any other covenant, obligation or agreement, nor
shall any forbearance to seek a remedy for any breach be a waiver of any
rights and remedies with respect to such or any subsequent breach.
11. This Agreement shall be governed by and construed in accordance with the
laws of the State of Nevada, USA. without regard to its choice of law
rules.
12. This Agreement may be executed in two (2) or more counterparts, each of
which, when executed, shall be considered an original for all purposes,
provided that all counterparts shall, together, constitute one and the
same document.
This Agreement ensures to the benefit of and is binding upon the parties and
their respective heirs, executors, administrators, successors and assigns, as
permitted herein.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the effective
date.
By: Essentially Yours Industries Corp. By: Essentially Yours Industries, Inc.
X /s/ BARRY LAROSE X /s/ JAY SARGEANT
------------------------------------- -------------------------------------
Name: Barry LaRose Name: Jay Sargeant
Title: Secretary Title: President
Date: Date:
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SCHEDULE A
Canadian Trademarks
Product Status Owner
- ------- ------ -----
Sea Krit(R) Registered trademark Michel Grise Consultants Inc.
Neo Cell(R) Registered trademark Michel Grise Consultants Inc.
Melan Plus(R) Registered trademark Michel Grise Consultants Inc.
Golden Treat(R) Registered trademark Michel Grise Consultants Inc.
Definition(R) Registered trademark Michel Grise Consultants Inc.
Emulgent(R) Registered trademark Michel Grise Consultants Inc.
Agrisept-L(R) Registered trademark Michel Grise Consultants Inc.
Beaugest(R) Registered trademark Michel Grise Consultants Inc.
Citrex(R) Registered trademark Michel Grise Consultants Inc.
Calorad(R) Registered trademark Michel Grise Consultants Inc.
NRG Abandoned Michel Grise Consultants Inc.
Triomin Abandoned Michel Grise Consultants Inc.
Bellaffina(TM) Allowed ITU filed Michel Grise Consultants Inc.
Parablast(TM) Allowed ITU filed Michel Grise Consultants Inc.
Livocare Michel Grise Consultants Inc.
Ultra Form Michel Grise Consultants Inc.
American Trademarks
Product Status Owner
- ------- ------ -----
Calo Plus ITU app. filed EYI Corp
Essentially Smart ITU app. filed EYI Corp.
Essential Marine(R) Registered trademark EYI Corp
Essential Omega(TM) ITU, Abandoned EYI Corp
Iso greens(TM) ITU app. was Allowed EYI Corp
Noni Plus(TM) ITU app. was Allowed EYI Corp
Nutri Bears(TM) ITU app. was Allowed EYI Corp
Oxy Up(TM) ITU app. was Allowed EYI Corp
AL-O-E ITU app. Abandoned EYI Corp
AL-O-EE ITU app. Abandoned EYI Corp
Megasense(TM) Allowed EYI Corp
Risogreens(TM) Allowed EYI Corp
It's All Here(TM) ITU app. Trademark app. Sent EYI Corp
Citri-plus(R) Registered trademark EYI Corp
Essentially Yours(R) Registered trademark EYI Corp
Essentially Yours Industries(R) Registered trademark EYI Corp
** ITU refers to Intent to use application for trademark.
Formulas
Product
- -------
All products listed above whose trademark is indicated to be owned by EYI Corp
plus the following:
An Ox4 + any trademark or copyright rights relating thereto
C-Essence + any trademark or copyright rights relating thereto
Essential Paradise + any trademark or copyright rights relating thereto
IFG Supreme + any trademark or copyright rights relating thereto
Triomin + any trademark or copyright rights relating thereto
Essential Oils + any trademark or copyright rights relating thereto
(Essential Oils include Image, Oh Baby Baby, Only You,
Quantum, Sensational, Signature Series, That Hair stuff
and WOW)
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