True 2 Beauty, Inc. S-1/A


Exhibit
10.1 


 


Heads
of Agreement 


Applied
DNA Sciences and True2Bid


 


 


This
Heads of Agreement (HOA) is entered into as of September 2014, (the “Effective Date”) by and between Applied DNA Sciences,
Inc. (“ADNAS”), a Delaware corporation located at 50 Health Sciences Drive, Stony Brook, New York, 11790, USA and
True2Bid with a place of business at 301 Yamato Road, Suite 1240, Boca Raton, Florida 33431, USA.


SCOPE



Both
parties agree to work together, in good faith, on a business partnership focused on using Applied DNA Sciences’ unique SigNature©
DNA taggant platform, digitalDNA© software platform and other products as required for DNA marking, tracking and authentication
of sports collectibles and sports memorabilia uniquely and authentically identified to an athlete (“Goods”) and offered
either within a True2Bid online auction exchange environment or through other means of sale.


 


Scope
includes only Goods, which are DNA-marked post-manufacturing. True2Bid will ensure authenticity via relationships with individual
athletes or through relationships with organizations facilitating events to create uniquely identified Goods, including as examples,
but not limited to, companies that sponsor signings by athletes at sporting events or charity events.


 


Scope
specifically excludes items which are DNA-marked at a source manufacturer other than True2Bid, including as examples, but not
limited to, sports jerseys DNA-marked during manufacturing, containing the name of an athlete.


 


The
parties will communicate about these opportunities, should they arise, to avoid conflict. Scope may be expanded or reduced during
the Term of the Agreement with the written approval of both parties.


 


The
partnership is intended to develop through three Phases:


		•	Phase
                                         0 Proof of Concept



		o	True2Bid
                                         purchases DNA mark for use during the development phase and beyond. Title of the mark
                                         passes to True2Bid upon receipt of a purchase order and creation of the mark. ADNAS will
                                         notify True2Bid when the mark has been created. The mark will be securely stored for
                                         True2Bid at ADNAS’ Stony Brook facility until ready for use by True2Bid.



		o	True2Bid
                                         and ADNAS define one scenario use case as a model for developing the marking, authentication
                                         and digital platform solution for Goods.



		o	DNA
                                         mark up to ten items within the use case scenario and demonstrate field screening, lab
                                         authentication and a proof of concept chain of custody software application for user
                                         feedback purposes



 






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	 	o	Determine
                                         Phase 1 deliverables, investment and projected revenue for a commercial-scale environment
	 	 	 
		o	Upon
                                         successful completion of Phase 0, the Parties will negotiate the terms of a Phase 1 pilot
                                         program which will include funding requirements and sources, revenue-sharing models and
                                         possible extension of Exclusivity



 


		•	Phase
                                         1 Pilot



		o	Build
                                         out marking, field screening, authentication and software solution based upon feedback
                                         from proof of concept to handle a broader set of items and users, scale to be determined



		o	Finalize
                                         Phase 2 commercialization scope



 


		•	Phase
                                         2 Commercialization



		o	Make
                                         all marking, authentication, software and support services operational.



 


ADNAS
will provide for Phase 0:


		•	Limited
                                         Exclusivity for DNA marking, authentication and tracking of Goods for True2Bid during
                                         the Term and any mutually agreed extension to the Term. ADNAS will not, for this Term,
                                         develop a similar solution with any other company.



		•	Unique
                                         DNA Mark - ADNAS will design and create one Unique SigNature DNA mark. (Title of
                                         the mark passes to True2Bid upon receipt of a purchase order and creation of the mark.
                                         ADNAS will notify True2Bid when the mark has been created. The mark will be securely
                                         stored for True2Bid at ADNAS’ Stony Brook facility until ready for use by True2Bid.).
                                         ADNAS” will provide the technology platform for retaining all information associated
                                         with each marked product, including DNA marking and such information necessary to associate
                                         each marked item with an owner.



		•	Development
                                         Services: ADNAS will tailor a formulation, packaging and chain of custody solution
                                         specific to one type of collectible substrate for proof of concept within the Phase 0
                                         scenario use case;



		•	Quality
                                         Control and Forensic Services in Stony Brook, NY. This agreement will provide for
                                         up to three (3) forensic authentications including the issuance of Certificates of DNA
                                         Analysis (CODA) during the Phase 0 period;
	 	 	 
	 	•	One
                                         UV torch for screening of DNA marks;
	 	 	 
	 	•	Meetings
                                         as required, with preferred method by phone or online meeting.











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True2Bid
will provide for Phase 0:


		•	Consideration
                                         will be paid as follows:



		o	$35,000
                                         value for unique True2Bid mark



		•	$10,000
                                         paid upon signing (“Effective Date”)



		•	Balance
                                         paid as $12,500 at four (4) months and $12,500 at eight (8) months after Effective Date.



 


		•	Limited
                                         Exclusivity for DNA marking, authentication and registration tracking of Goods for
                                         True2Bid online auction exchange or through other means of sale (the “Territory”)
                                         during the Term and any mutually agreed extension to the Term. True2Bid will not, for
                                         this Term, develop a similar solution with any other company in the Territory.



		•	Access
                                         to responsible subject matter experts for decisions related to use case scenario
                                         and business modelling



 


		•	Collectibles
                                         samples to be marked, authenticated and tracked



 


Term
and Termination Duration: This HOA comes into effect on the Effective Date and shall be effective for the period
of eight (8) months (“Term”) unless extended or shortened by mutual written consent of both Parties.


This
period of exclusivity can be extended if both parties agree to additional commitments in production, sales, funding and/or evolving
product partnerships.


Ownership
and Confidentiality


True2Bid
agrees that all ownership rights in and to the SigNature DNA and digitalDNA system and all related technology and products including
but not limited to the DNA marking, authentication and chain of custody tracking software and all the intellectual property rights
therein remain with ADNAS and are the confidential and proprietary information of ADNAS.


 


Right
to Terminate


Either
party shall have the right to terminate this Agreement if the other party defaults on any of its obligations under this Agreement,
unless within thirty (30) calendar days after written notice of such default, the defaulting party remedies the default.


 


Effect
of Termination


Upon
termination of this Agreement, each party shall upon request return to the other party any business, technical or product-related
materials that may be of a confidential nature. The rights and responsibilities
as set out in the aforementioned Ownership and Confidentiality clause shall continue in force indefinitely after termination of
this Agreement.


 


Public
Relations: ADNAS and True2Bid agree to jointly cooperate in public relations and communications to market and promote
the solution derived from this Agreement through their established marketing and sales channels.


 


 



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Indemnity


True2Bid
shall indemnify, defend and hold harmless ADNAS from and against all claims, suits, liability and expense (including but not limited
to reasonable attorneys fees) relating to any failure of True2Bid to comply with the Quality Control and Chain of Custody procedures.


 


Limitation
of Remedies


NEITHER
PARTY WILL BE LIABLE FOR LOST PROFITS OR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY
KIND, HOWSOEVER CAUSED; PROVIDED THAT THE FOREGOING WILL NOT APPLY TO A PARTY’S CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS
HEREUNDER. 


 


Governing
Law


This
Agreement will be governed by the laws of the State of New York without regard to any provisions of conflicts of laws. The New
York State Supreme Court, County of New York, or the United States District Court for the Southern District of New York shall
have exclusive jurisdiction to adjudicate any dispute arising in connection with this Agreement and each party hereby consents
to such jurisdiction.


 


Independent
Contractors


The
parties acknowledge and agree that they are dealing with each other hereunder as independent contractors. Nothing contained in
this Agreement will be interpreted as constituting either party the joint venturer, employee or partner of the other party or
as conferring upon either party the power of authority to bind the other party in any transaction with third parties.


 


Authority
to Contract


Both
parties hereto warrant that they are validly organized corporations, in good standing under the laws of their states of incorporation,
and have the authority to enter into this Agreement.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their respective authorized officers
or representatives as of the date first written above.


 






 


	Applied
    DNA Sciences, Inc.	 	True2Bid
	 	 	 
	 	 	 
	By:	/S/
    James A. Hayward, Ph.D., Sc.D.	 	By:	/S/
    William Bollander
	Name:	James A. Hayward, Ph.D., Sc.D.	 	Name:	William Bollander
	Title:	President & CEO	 	Title:	CEO







    



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