Sample Business Contracts

License Agreement - MedStrong International Corp. and Jerry R. Farrar/Cargril Acceptance Corp.

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                                LICENSE AGREEMENT

THIS  LICENSE  AGREEMENT  (this  "Agreement")  is made as of April 1,  2004 (the
"Effective Date") by and between MedStrong International Corporation,  having an
address  at 500 Silver  Spur Road,  Suite 101,  Rancho  Palos  Verdes,  CA 90274
("MedStrong") and Jerry R. Farrar/Cargril  Acceptance  Corporation,  or assignee
(herein  "Licensee),  having an address at 3340 Palos Verdes Drive East,  Rancho
Palos Verdes, CA 90275 ("Licensee").


WHEREAS,  MedStrong  owns and has the right to license the Patient  Data Quickly
(PDQ) Software Rights (defined below); WHEREAS, MedStrong desires to exclusively
license to Licensee, and Licensee desires to obtain a license from MedStrong to,
the PDQ Software Rights;
NOW, THEREFORE, the parties agree:

                             ARTICLE I. DEFINITIONS

The  terms,  as  defined  herein,  shall  have the same  meanings  in both their
singular and plural forms.

1.1      "Affiliate"  means any  corporation or other  business  entity in which
         Licensee  owns or  controls,  directly or  indirectly,  more than fifty
         percent (50%) of the outstanding  stock or other voting rights entitled
         to elect  directors,  or in  which  Licensee  is  owned  or  controlled
         directly  or  indirectly  by  more  than  fifty  percent  (50%)  of the
         outstanding  stock or other voting rights entitled to elect  directors.
         For purposes of this Agreement,  MedStrong shall not be deemed to be an
         Affiliate of Licensee.

1.2      "Combination  Product"  means any product which is a Licensed  Products
         and Services and contains other  service(s) or product(s) or service or
         product  component(s)  that (i) the sale,  use or import by itself does
         not contribute to or induce the infringement of Software  Rights;  (ii)
         can be sold  separately;  and (iii)  enhances  the market  price of the
         final product(s) sold, used or imported.

1.3      "Gross  Net  Margin"  means the total of the  gross  invoice  prices of
         Licensed Products and Services sold by Licensee, or an Affiliate,  less
         agents' commissions and cancellations.

1.4      "Licensed Field" means medical information.

1.5      "Licensed  Products  and  Services"  means any products or services for
         which the use, sale, offer for sale, or importation  would  constitute,
         but for the  license  granted  to  Licensee  by  MedStrong  herein,  an
         infringement of any Valid Claim within the Software Rights.


1.6      "Software   Rights"  means  any  and  all  PDQ  Software  and  Software
         applications listed on Exhibit A.

1.7      "Retained Field" means any products outside of the Licensed Field.

1.8      "Sublicense Income" means all consideration, including, but not limited
         to royalties,  sublicense issue fees,  sublicense  maintenance fees and
         sublicense milestone payments received by Licensee in consideration for
         the grant of a sublicense  under the Software  Rights to a sub licensee
         pursuant to this Agreement;  provided,  however, that Sublicense Income
         shall not include: (i) payments made for the performance of research or
         development activities; (ii) payments made at fair market value in arms
         length transactions  representing equity investments in Licensee or the
         proceeds of debt instruments;  and (iii) payments received to reimburse
         Licensee for Software  expenses.  Notwithstanding  the  foregoing,  any
         royalties  paid from  Affiliates  to Licensee  shall not be  considered
         Sublicense Income.

                                ARTICLE 2. GRANT

2.1      License.  MedStrong  hereby  grants to Licensee,  and  Licensee  hereby
         accepts, a worldwide,  exclusive, perpetual license, under the Software
         Rights, to make, use, sell, offer for sale and export Licensed Products
         and Services and practice any methods  covered by the Software  Rights,
         solely within the Licensed Field; provided,  that this license does not
         include the right to use the name "MedStrong" in any manner.

2.2      Delivery. MedStrong will deliver to Licensee all necessary PDQ software
         codes,  unencumbered,  for the Software  Rights in the Licensed  Field.
         MedStrong shall also assign,  transfer and sell the equipment listed on
         Schedule B hereto to Licensee.

2.3      Change of Name of Web Site.  Licensee shall, within thirty (30) days of
         the Effective  Date,  change the name of MedStrong's web site and shall
         similarly  change all promotional  materials used by Licensee so as not
         to use the name  "MedStrong"  in any manner in conducting  its business
         under this Agreement.

2.4      Indemnification.  Licensee shall defend,  indemnify and hold MedStrong,
         its  affiliates,  and  its  and  their  employees,   agents,  officers,
         directors, successors and assigns harmless from and against any and all
         losses, liabilities, damages, judgments, penalties, fines, claims, fees
         (including attorneys fees) and expenses, including, without limitation,
         all amounts paid in investigation,  defense or settlement,  that result
         from or arise in  connection  with a  claim,  suit or other  proceeding
         resulting  from  actions  of  Licensee  in  sale  of  or  its  business
         operations  with  respect  to the  above  Software  Rights  under  this

                              ARTICLE 3. PAYMENTS

3.1      Upfront Payment.  Licensee shall pay to MedStrong  Sixty-Five  Thousand
         Dollars ($65,000) within three (3) days of the Effective Date.

3.2      Royalties.


                (a)  Royalty  Amount.  Licensee  shall  pay to  MedStrong,  on a
monthly basis,  royalties  equal to  Thirty-Five  (35%) Percent of the Gross Net
Margin of Licensed  Products and Services up to Two Hundred Thousand  ($200,000)
Dollars  of Gross  Net  Margin  and Fifty  (50%)  Percent  of Gross  Net  Margin
thereafter  until  Licensee  has paid One  Hundred  Ninety  Thousand  ($190,000)
Dollars in royalties (the "Minimum Royalty Payment"), after which the applicable
percentage  shall be One (1%) of gross net margin,  with right of offset for any
client cancellations, overpayments or other moneys due one party or the other.

                (b) Royalty  Payments  and Reports.  After the first  commercial
sale of a Licensed Products and Services  anywhere in the world,  Licensee shall
submit royalty payments and reports to MedStrong within Twenty Five (25) days of
the close of the previous  month's licensed  business  beginning Sixty (60) days
from the  effective  date.  Each royalty  report shall  contain any  information
reasonably  necessary to calculate  accurately the royalty amounts to be paid to

                (c)  Royalty  Stacking.  In the event that  Licensee  reasonably
determines that in any country any Licensed Products and Services infringes upon
the Software rights  (including  rights under Software  applications) of a third
party,  and  Licensee  obtains a license  under such third  party  rights,  then
Licensee  shall have the right to deduct from the  royalties  otherwise  due and
payable  under  Section  3.3  arising  from the sale of  Licensed  Products  and
Services  and  Services in such  country,  the amount,  up to a maximum of fifty
(50%) of the royalties otherwise payable,  that Licensee is obliged to pay under
the third party  license in order to obtain rights from such third party in such
country.  3.3  Sublicensing  Income.  Licensee  shall  pay  to  MedStrong,  on a
quarterly  basis,  fifty  percent  (50%) of any  Sublicense  Income  received by
Licensee. 3.4 Payment Terms. Unless otherwise expressly specified,  payments due
on a  quarterly  basis  shall be due within  thirty  (30) days of such  calendar

                             ARTICLE 4. AUDIT RIGHTS
4.1      Records & Audits.

                (a) Licensee shall use  reasonable  efforts to keep accurate and
correct records of all Licensed  Products and Services sold, and sublicense fees
received under this Agreement. Such records shall be retained by Licensee for at
least two (2) years following a given reporting period.

                (b)All  records of Licensee and its Affiliates and Sub licensees
shall be available during normal business hours for inspection at the expense of
MedStrong by a nationally  recognized  certified public  accountant  selected by
MedStrong and  acceptable to Licensee for the sole purpose of verifying  reports
and payments or other  compliance  issues.  Such inspector shall not disclose to
MedStrong any  information  other than  information  relating to the accuracy of
reports and payments made under this Agreement or other  compliance  issues.  In


the event that any such inspection shows an  underreporting  and underpayment in
excess of ten percent  (10%) for any twelve  (12) month  period,  then  Licensee
shall pay the cost of the audit as well as any  additional  sum that  would have
been payable to MedStrong had Licensee reported correctly.


5.1   Term.  Unless  terminated  earlier in accordance  with this Article,  this
Agreement  shall be effective  beginning on the Effective Date and ending on the
expiration date of the longest-lived Valid Claim.

5.2   Termination  by  MedStrong.  If  Licensee  materially  fails to perform or
materially violates any term of this Agreement,  then MedStrong may give written
notice of default ("Notice of Default") to Licensee. If Licensee fails to cure a
payment  default  (pursuant  to Section  3.1,  3.2 or 3.3, a "Payment  Default")
within  thirty (30) days, or a material  default  other than a Payment  Default,
within sixty (60) days of the Notice of Default,  MedStrong may  terminate  this
Agreement and the license  granted herein by a second written notice ("Notice of
Termination") to Licensee. If a Notice of Termination is sent to Licensee,  this
Agreement  shall  automatically  terminate on the effective date of that notice;
provided,  that,  if Licensee  has made  royalty  payments in an amount at least
equal to the Minimum Royalty Payment,  MedStrong's sole remedy in the event of a
default by Licensee shall be to declare  Licensee's  rights under this Agreement
to be non-exclusive.

5.3   Termination by Licensee. Licensee shall have the right at any time and for
any reason,  or no reason at all, to terminate this Agreement upon a ninety (90)
day written notice to MedStrong.  Said notice shall state Licensee's  reason for
terminating this Agreement.

5.4   Disposition of Licensed Products and Services on Hand. Upon termination of
this  Agreement,  Licensee shall return to MedStrong any software codes relating
to the Software Rights in the Licensed Field.

5.5   Treatment of  Sublicenses.  MedStrong  shall in good faith  cooperate with
Licensee to provide comfort to any Licensee  sublicenses of the  consequences of
the termination of this Agreement.


6.1   Representations and Warranties.

(a)   MedStrong represents and warrants:

(1)   that it is the sole owner of the Software  Rights and has the lawful right
to grant this license;


(2)   that  none  of  the  Software  Rights  are  the  subject  of  any  pending
interference,  encumbrances,  opposition,  cancellation  or other  challenge  or
adversarial proceeding;

(3)   it has neither  assigned  nor  granted any license or other  rights to the
Software  Rights  and it is under no  obligation  to grant any such  license  or
rights to any third party;

(4)   there  are  no  outstanding  liens,  encumbrances,   third  party  rights,
agreements  or  understandings  of any kind,  either  written,  oral or implied,
regarding  the Software  Rights which are  inconsistent  or in conflict with any
provision of this Agreement; and

(5)   the  execution  and delivery of this  Agreement,  and the  performance  by
MedStrong  of  its  obligations  hereunder  have  been  duly  authorized  by all
necessary  corporate or other action on the part of MedStrong,  and no consents,
waivers, or permissions that have not already been granted are required for such



7.1  Correspondence.  Any notice or payment  required to be given to
either party under this  Agreement  shall be deemed to have been properly  given
and effective:

(a) on the date of delivery if delivered in person,  or

(b) five (5) days after  mailing if mailed by  first-class  or  certified  mail,
postage paid, to the respective  addresses given below, or to such other address
as is  designated  by  written  notice  given  to the  other  party.

If sent to Licensee,  Inc.:

Jerry Farrar

Cargril  Acceptance  Corporation

3340 Palos Verdes Drive East

Rancho Palos Verdes, CA 90275

If sent to MedStrong:

MedStrong International Corporation


500 Silver Spur Road, Suite 101

Rancho Palos Verdes, CA 90274

Attention:  President

7.2      Assignability.  Except  as  otherwise  expressly  provided  under  this
Agreement,  neither this Agreement nor any right or obligation  hereunder may be
assigned or otherwise transferred (whether  voluntarily,  by operation of law or
otherwise) by either party,  without the prior  express  written  consent of the
other party;  provided,  however,  that either party may,  without such consent,
assign this  Agreement  and its rights and  obligations  hereunder in connection
with the transfer or sale of all or substantially  all of its business,  whether
through merger, reorganization or otherwise.

7.3      No  Waiver.  No waiver by either  party of any breach or default of any
covenant or agreement set forth in this Agreement shall be deemed a waiver as to
any subsequent and/or similar breach or default.

7.4      Failure to Perform.  In the event of a failure of performance due under
this Agreement and if it becomes  necessary for either party to undertake  legal
action against the other on account thereof,  then the prevailing party shall be
entitled  to  reasonable  attorney's  fees in  addition  to costs and  necessary

conflicts of laws principles thereof, but the scope and validity of any Software
or Software  application shall be governed by the applicable laws of the country
where  the  Software  or  Software  application  is  commercialized.   The  sole
jurisdiction  and  venue  for  actions  related  to the  subject  matter of this
Agreement  shall  be the  state  and  US  federal  courts  having  within  their
jurisdiction the county of Los Angeles,  California. Both parties consent to the
jurisdiction  of such courts and agree that  process may be served in the manner
provided  herein for giving  notices or otherwise  as allowed by the  California
state or US federal law.

7.6      Force  Majeure.  A party  to this  Agreement  may be  excused  from any
performance  required  herein if such  performance  is  rendered  impossible  or
unfeasible  due to any  catastrophe  or other major event beyond its  reasonable
control,  including,  without  limitation,  war, riot, and  insurrection;  laws,
proclamations,  edicts, ordinances, or regulations;  strikes, lockouts, or other
serious  labor  disputes;  and  floods,  fires,  explosions,  or  other  natural
disasters.  When such events have abated, the non-performing party's obligations
herein shall resume.


7.7      Headings.  The  headings  of the  several  sections  are  inserted  for
convenience  of reference only and are not intended to be a part of or to affect
the meaning or interpretation of this Agreement.

7.8      Entire Agreement.  This Agreement embodies the entire  understanding of
the parties and  supersedes  all  previous  communications,  representations  or
understandings,  either  oral or written,  between  the parties  relating to the
subject matter hereof.

7.9      Amendments.  No amendment or  modification  of this Agreement  shall be
valid or binding on the  parties  unless made in writing and signed on behalf of
each party.

7.10     Severability. In the event that any of the provisions contained in this
Agreement is held to be invalid,  illegal, or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions
of this  Agreement,  and this  Agreement  shall be  construed as if the invalid,
illegal, or unenforceable provisions had never been contained in it.

IN WITNESS WHEREOF, both MedStrong and Licensee have executed this Agreement, in
duplicate originals, by their respective and duly authorized officers on the day
and year written.

Jerry Farrar                                MedStrong International Corporation
Cargril Acceptance Corporation

        /s/ Jerry R. Farrar                     /s/ Joel San Antonio
By                                          By
   -------------------------------------      ---------------------------------
           (Signature)                                (Signature)

Name:                                       Name
      ----------------------------------         ------------------------------

            President                                  Chairman
Title:                                      Title:
        -----------------------                    ----------------------------