EXHIBIT 10.10
PERPETUAL SOFTWARE LICENSE AGREEMENT
THIS PERPETUAL SOFTWARE LICENSE AGREEMENT ("Agreement") is made
effective as of the 9th day of May, 2002, by, and between, LocalToolbox
Corporation ("LTBX"), a Nevada Corporation, with a primary place of business at
989 Tahoe Boulevard, #B, P.O. Box 8014, Incline Village, Nevada 89452, on the
one hand, and IDMedical.com, Inc., a Colorado corporation with a primary place
of business at 1 Beach Drive South East, Unit #41, St. Petersburg, Florida 33701
("IDMD"), on the other hand.
WHEREAS, IDMD is the owner of certain technology and intellectual
property and the pending patent application (USPTO Serial No. 09699721) related
to its online medical records business ( (the "OMR Technology"); and
WHEREAS, LTBX desires to obtain from IDMD, and IDMD wishes to grant to
LTBX, a perpetual, unlimited, non-exclusive license to use the OMR Technology in
its form as of May 9, 2002.
WHEREFORE, in consideration of the promises and covenants set forth
herein and for other good and valuable consideration, receipt of which is hereby
acknowledged, the parties agree as follows:
1. License. IDMD hereby grants to LTBX a perpetual, unlimited, non-exclusive
license to use the OMR Technology and all IDMD derivations thereof and to create
derivative works using the OMR Technology and IDMD derivations thereof. This
unlimited license shall include the right of LTBX to use, copy, reproduce,
publish, display, distribute and create derivative works based upon the OMR
Technology and IDMD derivations thereof.
2. License Fee. LTBX agrees to pay IDMD a one-time license fee in the amount of
one dollar ($1.00) for this unlimited license. Receipt of such $1.00 is hereby
acknowledged by IDMD.
3. LTBX Derivations. All derivatives and enhancements of the OMR Technology
which are developed by LTBX shall be the sole and exclusive property of LTBX.
4. Ownership.
a. LTBX acknowledges that IDMD owns all right, title and
interest in and to the OMR Technology in the form in which it
existed as of May 9, 2002.
b. IDMD acknowledges that it is licensing it rights, title and
interest in all IDMD derivative works based upon the OMR
Technology created by IDMD or its employees to LTBX.
5. Transferability. LTBX shall have the unrestricted right to sublicense use of
the OMR Technology and any IDMD derivative works, and to assign this license.
6. Royalty Arrangement. LTBX shall pay IDMD a royalty of $1.00 per subscriber
per month for subscribers signed up by LTBX for use of the OMR Technologies.
Such royalty shall be paid on a quarterly basis on revenue actually received by
LTBX during the prior quarter. Such payments shall be made on the 21st day of
the quarter for royalty earned during the prior quarter. In the event that IDMD
offers better rates to any other licensee or direct user, IDMD shall charge the
same rates to LTBX.
7. Management of IDMD Enrolled Subscribers. In the event that IDMD enrolls any
subscribers with respect to the use of the OMR technology, LTBX will manage
IDMD's subscribers at a rate of $1.00 per subscriber per month. However, such
rate may be increased to the extent that LTBX's direct rates increase for such
service.
8. Representations and Warranties. IDMD represents and warrants that any current
derivative works to the OMR Technology are original to IDMD; that such
derivatives do not infringe upon any copyright, trademark, patent or other
proprietary right of any third party; that IDMD has the right to enter into this
Agreement; and that IDMD is not a party to any other agreement that would
interfere with the rights granted herein.
9. Indemnifications.
a. IDMD hereby agrees to indemnify LTBX and its employees,
officers, directors and contractors from any claims, losses or
damages, including reasonable attorney's fees, arising from or
as a result of the breach of any of the warranties granted
herein.
b. LTBX agrees to indemnify IDMD from any claims, losses or
damages, including reasonable attorney's fees, arising from or
as a result of any use LTBX makes of the OMR Technology.
10. Notices. All notices or other communications required or permitted hereunder
shall be in writing and shall be personally delivered or sent by registered or
certified mail, postage prepaid, return receipt requested, telegraphed, or sent
by facsimile transmission and shall be deemed received upon the earlier of (i)
if personally delivered, the date of delivery to the address of the person to
receive such notice; (ii) if sent by certified or registered mail, three (3)
business days after the date of mailing; (iii) if given by telegraph, one (1)
business day after the date delivered to the telegraph company, with charges
prepaid; or (iv) if given by facsimile transmission, the date transmitted. Any
notice, request, demand, direction or other communication sent by telegraph or
facsimile transmission must be perfected within forty-eight (48) hours by
mailing a copy in the United States Mail, first class, postage prepaid.
To IDMD: Robert Gordon
1 Beach Drive South East
Unit #41
St. Peterburg, Florida 33701
Fax: ( )
To LTBX: James K. Robbins
2635 Park Boulevard
Palo Alto, California, 94306
Fax: (650) 330-1744
Notice of change of address shall be given by written notice in the manner
detailed in this paragraph. Rejection or other refusal to accept or the failure
to deliver due to any change of address of which no notice was given shall not
effect the time at which such notice shall be deemed to have been given and
shall constitute receipt of such communication.
11. Severability. Each and every provision of this Agreement is severable from
each and all of the other provisions of this Agreement. In the event that any
provision of this Agreement is for any reason unenforceable, the balance of the
Agreement shall nonetheless remain in full force and effect.
12. Survival of Rights. The license provided in paragraphs 1 of this Agreement
and the royalty contained in paragraph 6 of this Agreement shall survive the
termination of this Agreement and such provisions shall continue in effect as
long as LTBX, or any successor-in-interest to LTBX, shall use the OMR
Technology.
13. Entire Agreement. This Agreement constitutes the entire understanding and
agreement of the parties with respect to the subject matters referred to herein.
No representation, covenant, undertaking, promise, or other prior or
contemporary agreement, whether oral or written, respecting such subject
matters, which is not specifically contained herein, shall be deemed in any way
to exist or bind any of the parties hereto. The parties hereto acknowledge that
each party has not executed this Agreement in reliance on any promise,
representation, or warranty, which is not contained herein.
14. Construction. This Agreement shall not be construed against the party
preparing it, but shall be construed as if all parties jointly prepared this
Agreement, and any uncertainty or ambiguity shall not be interpreted against any
one party. The Agreement is to be performed in the State of California, and
shall be interpreted, enforced and governed by, and under, the laws of the State
of California. Any action with respect to or relating to the subject matter of
this Agreement shall only be filed in the County of Los Angeles, State of
California and any arbitration proceeding with respect to or relating to the
subject matter of this Agreement shall only be heard in the County of Los
Angeles, State of California.
15. Modification. This Agreement shall not be modified by either party by any
oral representation or agreement made before, or after, the execution of this
Agreement. All modifications to this Agreement must be in writing and signed by
each party hereto.
16. Binding on Successors and Assigns. This Agreement shall be binding on, and
shall inure to the benefit of, the parties and to their respective heirs and
legal representatives, successors, and assignees.
17. Cooperation. The parties agree to perform any and all acts and to execute
and deliver, upon request, any and all documents reasonably necessary or
convenient to carry out the terms of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
LOCALTOOLBOX CORP. IDMEDICAL.COM, INC.
By By
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Name: James Robbins Name: Robert Gordon
Title: President&CEO Title: President & CEO