Blueprint





 






 


  Exhibit
10.4



LICENSE
AGREEMENT


 


THIS LICENSE AGREEMENT (the
“Agreement”) is made as of the 19 day of March, 2012,
by and between NOBLE FIBER
TECHNOLOGIES, LLC, a Pennsylvania limited liability company
(the Licensor”), and NANO
MASK, INC., a corporation organized under the laws of the
State of Nevada (the “Licensee”).


Recitals


 



A.

Licensor is
a distributor of silver coated fibers (collectively, the
“Fiber”) marketed under the trademark
X-Static® (the
“X-Static Trademark”). The Licensor is also the owner
of the trademark The Silver Fiber® (the
“Silver Fiber Trademark”).







B.

The X-Static
Trademark and the Silver Fiber Trademark are collectively referred
to herein as the “Trademarks.”







C.

Licensee is a
manufacturer and distributor of the licensed products listed on
Exhibit A attached hereto (the “Products”), into which
the Licensee wishes to incorporate the Fiber (the Products
containing the Fiber being referred to herein as the
“Licensed Products”). Pursuant to the terms of this
Agreement, the Licensee has agreed to purchase all silver fiber to
be used in the Licensed Products from the Licensor and any fabrics
or yarns containing the Fiber from Noble Licensed Mills (as defined
herein).







D.

The Licensee
desires to have the Licensor grant to the Licensee, and the
Licensor has agreed to grant to the Licensee, a limited
non-exclusive right and license to use the Fiber in the manufacture
of Licensed Products throughout the World (the “Manufacturing
Territory”) and a limited exclusive right and license to use
the Trademarks in the sale and distribution of Licensed Products in
Saudi Arabia, Egypt, Libya, Algeria, Morocco, Jordan, Iraq,
Lebanon, Bahrain, Yemen, Kuwait, Omar, Qatar, Sudan, Syria and UAE
(the “Marketing Territory”).







E.

The parties desire
to enter into this Agreement to set forth their understanding with
respect to the scope and term of the license.






 


NOW,
THEREFORE, in consideration of the mutual premises set forth above,
and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:


 




1.



Grant of License. Subject to the
restrictions, limitations and conditions set forth in this
Agreement, Licensor hereby grants to the Licensee: (i) a limited
non-exclusive right and license to use the Fiber in the manufacture
of Licensed Products in the Manufacturing Territory; (ii) a limited
exclusive right and license to sell Licensed Products containing
the Fiber in the Marketing Territory (“Exclusive
Products”); and (iii) use the Trademarks in connection with
the sale and distribution of Licensed Products in the Marketing
Territory. For the purposes hereof, the terms “exclusive
right” and “exclusive license” means that, for
the initial term of this agreement (the “Exclusive
Period”) from the date hereof, the Licensor shall not grant
any new license agreements relating to the sale of the Exclusive
Products, provided: (a) Licensee does not default under this
Agreement, and (b) Licensee meets the minimum fiber purchase
requirements (the “Minimum Fiber Purchases”) set forth
on Exhibit “B” to this Agreement, In the event that
Licensee does not meet the Minimum Fiber Purchases in any period,
Licensor may, in its discretion, terminate the Exclusive Period and
convert this Agreement to a non-exclusive agreement. No other right
or license is granted by the Licensor to the Licensee, either
express or implied, with respect to any other trademark, trade
name, service mark, or other intellectual property right owned or
possessed by, or licensed to, the Licensor. The Licensee shall not
use the Fiber or the Trademarks in any manner not specifically
authorized by this Agreement. The Manufacturing Territory and the
Marketing Territory are collectively referred to herein as the
“Territory”.








2.



Term. The term of this Agreement and the
License granted hereunder shall begin on the date hereof and expire
on December 31, 2016, unless sooner terminated as set forth herein.
This License shall be eligible for one renewal period of five
years, provided that: (i) the Licensee has not defaulted under the
provisions of this Agreement and (ii) Licensor and Licensee agree
in writing to Minimum Fiber Purchases for each of the additional
years of the renewal period.








3.



Marketing Efforts. Licensee shall use
best efforts to ensure the highest volume of sales of the Licensed
Products and shall make and maintain adequate arrangements for the
manufacture, distribution, advertising and promotion of the
Licensed Products.






 




 



 

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4.


Certain Limitations. Licensee shall have
the right to use the Fiber (and any fabrics or yarns containing the
Fiber) and the Trademarks solely in connection with the
manufacture, sale and distribution of the Licensed Products during
the Term and solely in the manner expressly permitted by this
Agreement. Licensee shall not use the Fiber (and any fabrics or
yarns containing the Fiber) or the Trademarks in any other
manner.






 




5.


Compliance with Laws and Regulation.
Licensee shall ensure that all Licensed Products are manufactured
in accordance with all laws, rules and regulations pertaining the
manufacture, sale, distribution, import or export of the Licensed
Products, and any materials used in the manufacture thereof. The
Licensee shall comply with all registration/qualification
requirements in each jurisdiction in which the Licensed Products
are manufactured, sold, distributed, imported or exported. The
Licensee shall be solely responsible for all taxes, tariffs, and
other fees due in connection with the manufacture, sale,
distribution, export or import of the Licensed Products and the
materials used in the manufacture thereof. Licensee shall promptly
notify the Licensor, in writing, of any changes in any applicable
laws, rules, regulations or registration/qualification requirements
governing the manufacture, sale, distribution, import or export of
the Licensed Products in any jurisdiction in which the Licensee
manufactures, sells, distributes, imports or exports the Licensed
Products or the materials used in the manufacture
thereof.






 




6.


Retention of Records. During the term of
this Agreement and for a period of three years thereafter (unless a
longer period is required by any law, rule, regulation, or
registration/qualification requirement of any applicable
jurisdiction in which the Licensee manufactures, sells,
distributes, imports or exports the Licensed Products or the
materials used in the manufacture thereof), Licensee shall keep
copies of representative documents showing the manner in which the
Trademarks, or either of them, are used hereunder. Such documents
shall include copies of all advertising appearing in any media,
promotional materials, brochures and the like. The Licensor, or its
duly authorized agents and representatives, shall have the right,
upon forty-eight hours prior written notice, to examine such
documents and other material, shall have access thereto during
ordinary business hours and shall be at liberty to make copies of
such documents and other material related thereto. At the
Licensor’s request, the Licensee shall provide a copy of such
records at the Licensor’s expense.







 




7.


Licensed Customers. The Licensee agrees
that it will manufacture the Licensed Products containing the Fiber
only for






 




a.


final
sale to the end user of Licensed Products by the Licensee,
or








b.


sale to
Noble Licensed Customers. For the purposes of this Agreement, the
term “Noble Licensed Customer” shall mean any person or
entity which has executed a license or marketing agreement directly
with the Licensor permitting such customer to sell or distribute
the Licensed Products containing the Fiber. In the event any such
Noble Licensed Customer fails to comply with the terms of such
customer’s agreement with the Licensor, the Licensor shall
notify the Licensee that such Noble Licensed Customer is in default
under its agreement with the Licensor, and the Licensee agrees that
it shall immediately cease to provide any Licensed Products
containing the Fiber to such Noble Licensed Customer.






 




8.



Display of Trademarks. 
Any use
of the Trademark on the Licensed Products or on the packaging of
Licensed Products shall be in the manner set forth in the
Licensor’s Technology and Branding Guidelines (if provided to
the Licensee) or in such other manner as may be approved by
Licensor. If the Licensee requests that Licensor provide any
hang-tags or sew-in labels for use with the Licensed Products, the
Licensee shall pay to Licensor, all of Licensor’s costs for
such hang-tags or sew-in labels, including any shipping charges
Incurredincurred in connection
therewith .






 




9.


Royalties.






 




a.


From and after the
date of this Agreement, the Licensee shall pay quarterly royalties
(the “Royalty Fee”) in an amount equal to [omitted, filed separately with the
Commission] percent ([omitted,
filed separately with the Commission]) of net sales of the
Licensed Products sold, or otherwise distributed by Licensee
hereunder .








b.


In the
event that Licensor purchased fabric from a Noble Licensed Mill
that has proven to have paid a royalty under the terms of its
agreement with Noble, Licensee shall not be required to pay
additional royalty as outlined in Section 9.a. above.








c.


Except
as otherwise set forth herein, all royalty payments must be paid to
the Licensor, in immediately available United States funds, within
thirty (30) days after the end of each calendar quarter for the
immediately preceding calendar quarter. If the Licensee fails to
make any payment within ten (10) business days after receipt of
notification that any such payment is due, the Licensor may, in its
sole discretion, terminate this Agreement.










 

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d.

During the Term of
this Agreement, the Licensee shall keep accurate books of account
and records covering all transactions relating to this Agreement at
the Licensee’s principal place of business for not less than
three (3) years after the expiration, or earlier termination, of
this Agreement. The Licensor shall have the right, upon request but
not more frequently than quarterly, to audit the books of the
Licensee to determine compliance with this Agreement. If, as a
result of such audit, the Licensor determines that additional
royalty payments are due under this Agreement, the Licensee shall
have thirty (30) days to make such additional royalty payments to
the Licensor. In the event that the Licensee fails to make any such
additional payment within such thirty (30) days, the Licensor may,
in its sole discretion, terminate this Agreement.





 



e.

The receipt and
deposit of monies by the Licensor shall not prevent or limit the
Licensor’s right to contest the accuracy and/or correctness
of any statement in respect of such monies.





 



f.

For purposes of
this Agreement, “net sales” shall mean the total
consideration charged by the Licensee in any transaction
consummated or intended to be consummated by transfer of any of the
Licensed Products, without deduction for any costs incurred, such
as, but not limited to, costs of manufacture, sale, distribution or
exploitation of the Licensed Products but less any applicable
taxes, trade discounts actually given, returns for which any refund
is paid and sales allowances.






 



10.

 Purchase of Fiber.  
The Licensee hereby
agrees to purchase, during the Term of this Agreement, all of its
requirements for silver coated fiber directly from the Licensor, In
accordance with Licensor’s Order and Pricing Procedures in
effect from time to time. In addition, the Licensee shall purchase
all fabrics or yarns containing the Fiber for use in the Licensed
Products from either the Licensor or from a Noble Licensed Mill (as
defined herein). For the purposes hereof, a Noble Licensed Mill is
a mill which has entered into a licensing arrangement with the
Licensor for the manufacture of fabrics and/or yarns containing the
Fiber. Upon notification from the Licensor that any Noble Licensed
Mill Is in default under the terms of such Noble Licensed Mill
agreement with the Licensor, the Licensee shall immediately cease
to use such Noble Licensed Mill to provide fabrics or yarns
containing the Fiber for use in the Licensed Products. In addition,
in the event the Licensee uses a competing silver technology in
products similar to the Licensed Products, Licensor shall have the
right, in its discretion, to immediately terminate the License
Agreement.





 



11.

Quality Controls.






 



a.

The Licensee agrees
that the Licensed Products manufactured by the Licensee shall be of
the highest standards and quality and that such products shall at
all times comply with all requirements of all applicable laws and
regulations, as well as Licensor’s Fiber Technical Advisory
and Licensor’s Technology and Branding Guidelines
(collectively “the Licensor’s Requirement
Guidelines”), provided to Licensee upon execution of this
Agreement. In the event the Licensee falls to follow the provisions
of the Licensor’s Requirement Guidelines, the Licensor shall
have the right, In its sole discretion, to immediately terminate
Mill License Agreement. Prior to the sale or distribution of any
Licensed Products, the Licensee shall submit a minimum of two (2)
prototype samples of each style of Licensed Products to Licensor at
the Licensor’s address set forth herein. All Licensed
Products, at Licensor’s discretion, may be subject to two
levels of testing:







i.

laboratory testing;
and







ii.

field
testing.






All
costs and expenses incurred by the Licensor in connection with any
third party testing of the Licensed Products, whether such tests
are commissioned by the Licensee or the Licensor, shall be the
responsibility of the Licensee, and the Licensee shall promptly
reimburse the Licensor for such testing costs or expenses incurred
by the Licensee within ten (10) days after Licensor provides to
Licensee an invoice for such testing costs or expenses. Upon
Licensor’s receipt of payment by Licensee of any amounts due
to the Licensor in connection with any such testing, Licensor shall
provide to the Licensee a certificate setting out the results of
such testing and, if such test results are acceptable to Licensor,
the Licensor’s approval of the Licensed Products for sale and
distribution. If in the sole, but reasonable, determination of
Licensor, the Licensed Products submitted for approval do not meet
the quality standards of the Licensor, Licensor shall submit to the
Licensee a notice of such findings including a description of the
deficiencies found in such Licensed Products. Upon correction of
such deficiencies, the Licensee shall submit new prototype
specimens, in accordance with the provisions hereof, of the
Licensed Products for Licensor’s approval. No Licensed
Products shall be sold or otherwise distributed hereunder until
such Licensed Products are approved by the Licensor.


 


 


 





 

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b.


The
Trademarks shall be permanently and conspicuously displayed on each
Licensed Product (in the form of a sew-in label, heat transfer or
embroidery), according to the specifications contained in the
Licensor’s then current Technology and Branding Guideline. In
addition, all advertising, promotional, packaging and other
materials related to the Licensed Products shall conspicuously
display the X-Static Trademark (and the Silver Fiber Trademark, if
applicable), in the manner set forth in the Licensor’s
Technology and Branding Guideline or in such other manner as maybe
approved by Licensor. The Licensor reserves the right to approve
all advertising, promotional, packaging and other materials of the
Licensee, including, but not limited to, materials for television,
newspapers, magazines, promotional flyers, brochures and other
similar materials (collectively, the “Advertising
Materials”), which incorporate the use of, or reference,
either Trademark, including the type, color, size and design of
signs or symbols depicting such Trademarks.








c.


In the
event that the Licensor requests additional prototype samples of
any Licensed Products, Licensee agrees to provide such additional
samples to Licensor at the Licensee’s actual cost of
manufacturing such additional samples of Licensed
Products.








d.


Except
as specifically provided for herein, no license under any
intellectual property right of Licensor’s is either granted
or implied by the conveyance of confidential information to
Licensee. None of the confidential information which maybe
disclosed by Licensor shall constitute any representation,
warranty, assurance, guarantee or inducement of any kind including,
without limitation, with respect to the non-infringement of
intellectual property rights or other rights of third persons or of
Licensor. If the Licensee uses any of the confidential information
in the development of any intellectual property, such intellectual
property shall be the property of Licensor and the Licensee shall
execute such documents as may be necessary for the purpose of
transferring any rights in which the Licensor has in such
intellectual property. The Licensee shall not reverse engineer or
otherwise attempt to duplicate any processes used in the
development and manufacture of any materials provided by Licensor.
Any intellectual property rights developed by a Licensee in
violation of this paragraph shall be the property of the Licensor,
and Licensee shall execute and deliver to Licensor such
documentation as is necessary to evidence Licensor’s rights
in such intellectual property.








e.


Licensor makes no
warranty, either expressed or implied, including warranties of
merchantability or of fitness for a particular purpose, for the
Licensed Products referred to herein. No statements or
recommendations contained herein are to be construed as inducements
to infringe any relevant patent, now or thereafter in existence.
Under no circumstances shall Licensor be liable for incidental,
consequential, or other damages from alleged negligence, breach of
warranty, strict liability, tort, contract or any other legal
theory, arising out of the use or handling of the product or
products referred to herein. The sole remedy of each Licensee, and
the sole liability of Licensor for any claims shall be limited to
the Licensee’s purchase price of the Licensed Product which
is the subject of the claim or the amount actually paid for such
Licensed Product, whichever is less. Technical advice furnished by
Licensor shall not constitute a warranty, which is expressed
disclaimed, all such advice being given and accepted at the
Licensee’s risk. Notwithstanding the foregoing, Licensor
shall indemnify the Licensee against any loss resulting solely from
a defect in the Fiber which can be proven to have existed at the
time the Fiber was delivered, FOB, Scranton,
Pennsylvania.





 






12.


Trademark
Protection.






 




a.


All
trademarks, trademark rights, and goodwill created by the use of
either Trademark by the Licensee shall inure solely to the benefit
of the Licensor which shall own all such trademarks, trademark
rights and goodwill created by such uses.








b.


The
Licensee shall keep appropriate records relating to the dates when
each Trademark is first used by the Licensee in connection with the
operation of its business. If requested to do so by the Licensor,
the Licensee agrees to supply the Licensor with samples of the
Trademark usages in question and other information which will
enable the Licensor to complete and obtain trademark applications
or registrations or to evaluate or oppose any trademark
applications, registrations, or uses of other parties.






 





 

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13. 

Use of Trademark. The Licensee
recognizes that there is great value to the Licensor in the
Trademarks and in the goodwill associated with the Trademarks and
that nothing contained in this Agreement shall be construed as
giving the Licensee any interest or property rights in the
Trademarks, except the right to use such marks as specifically set
forth in this Agreement. The Licensee agrees that it will not
directly or indirectly assert any interest or property rights in
the Trademarks, or either of them, or in any similar trademark in
any the Territory. The Licensee acknowledges the validity of the
Licensor’s rights and title to the Trademarks and agrees that
the Licensee will not contest said rights or title.





 



14.

Infringements. If the Licensee learns
that any person or entity is or may be making unauthorized use of
either Trademark, each Licensee shall give the Licensor prompt
written notice thereof, setting forth in full detail the actions by
such person or entity. The Licensee agrees it shall not make any
demands or claims, bring suit, effect any settlement, or take any
other action for the infringement or possible infringement by any
person or entity of the rights granted to the Licensee under this
Agreement or of the Trademarks. The Licensee agrees to cooperate
with the Licensor, without having to incur any out-of-pocket
expenses, in connection with any action taken by the Licensor to
terminate infringements and alleged infringements.





 



15. 

Indemnification. The Licensee agrees to
indemnify and hold the Licensor and its officers, directors, agents
and employees, harmless from and against any and all claims,
liabilities, judgments, penalties, losses, costs, damages and
expenses, including reasonable attorneys’ fees, which may be
incurred by or asserted against the Licensor by reason of or in
connection with:






 




a.


any act
under, or in violation of, this Agreement or otherwise relating to
the transactions contemplated hereby;








b.


any
failure by the Licensee to comply with all laws, rules, regulations
or registration/qualification requirements of any jurisdiction in
which the Licensee manufactures, sells, distributes, imports or
otherwise deals with the Licensed Products or the materials used in
the manufacture thereof, or to which the Licensee exports the
Licensed Products.








c.


any use
of the Trademarks in violation of this Agreement, by the Licensee
or its subsidiaries, or the employees, agents, representatives or
contractors of any of the foregoing;








d.


any
alleged defect in any Licensed Products resulting from the
Licensee’s use of the Fiber.






 



16.


Breach
and Termination.






 




a.


Except
as otherwise set forth herein, if the Licensee breaches any of the
terms, conditions or provisions of this Agreement and fails to cure
such breach within ten (10) days after receiving written notice
thereof by from the Licensor specifying the particulars of the
breach, the Licensor shall have the right to terminate this
Agreement by giving written notice to the Licensee (such
termination to be effective immediately upon the giving of such
notice).








b.


Failure
by the Licensee to pay any amounts owed for any order of the Fiber
received from the Licensor, or under any other agreement between
the Licensor and the Licensee, when such amounts become due and
payable, shall be a breach of this Agreement. If the Licensee fails
to cure such breach within ten (10) days after receiving written
notice thereof from the Licensor concerning such nonpayment, the
Licensor shall have the right, in its sole discretion, to terminate
this Agreement immediately upon written notice to the
Licensee.








c.


If the
Licensee becomes insolvent, or if a petition for bankruptcy or
reorganization is filed by or against it, or if any insolvency
proceedings are instituted by or against it under the law of any
jurisdiction, or if it makes an assignment for the benefit of its
creditors, or is placed in the hands of a receiver, or if it
liquidates its business in any manner, then in any such case the
Licensor shall have the right to terminate this Agreement by
written notice to the Licensee, its receivers, trustees, assignees
or other representatives, provided, however, that in the case of
involuntary bankruptcy, reorganization or insolvency proceedings,
the same shall not constitute a default if defended in good faith
by the Licensee and dismissed within thirty (30) days following the
institution of any such proceedings. If the Licensor terminates
this Agreement under the provisions of this paragraph 16(d), the
Licensee, its receivers, trustees, assignees or other
representatives shall have no right to use, distribute, place in
any Advertising Materials or otherwise deal with the Trademarks
except with and under the special written consent and instructions
of the Licensor, which consent may be withheld for any
reason.










 

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17. 

Effect of Termination. Upon the
expiration or earlier termination of this Agreement:






 




a.


All
rights granted to the Licensee hereunder shall automatically revert
to the Licensor and the Licensee shall execute any and all
documents requested by Licensor to evidence such
reversion;








b.


Except
as set forth in subparagraph (g) below, the Licensee shall
immediately stop any use of the Trademarks, Including any use in
connection with the manufacturing, distributing, selling, or in any
way dealing with any Licensed Products, or any item pertaining to
the Licensed Products, which display either the Trademarks of the
Licensor’s name;








c.


The
Licensee shall return to the Licensor all tags, labeling and
printed material bearing either Trademark, all specifications and
all other materials or documents in the Licensee’s possession
that contains confidential information of the
Licensor;








d.


The
Licensee shall not use any trademarks similar to either
Trademark;








e.


The
Licensee shall, within thirty (30) days after such expiration or
termination, deliver to the Licensor a complete and accurate
statement indicating the description and location of all Licensed
Products on hand and/or in the process of manufacture, as of both
the date of such expiration or termination and the date of such
statement;








f.


The
Licensor shall have the right to enter onto the Licensee’s
premises and/or the premises of any subcontractor of the Licensee
to the extent that the Licensee has the right to grant such entry
and to conduct physical inventories to verify the accuracy of the
aforesaid statement; and








g.


Upon
termination or expiration of this Agreement, the Licensee may sell
existing inventories of Licensed Products (including Licensed
Products on order) for a period of ninety (90) days, subject to all
of the other terms and conditions hereof.






 



18.

Confidentiality.






 




a.


All
materials, documents, information and equipment which either party
supplies or discloses to the other party, whether in writing or
orally, unless otherwise stated in writing by the disclosing party,
shall be considered confidential information and/or trade secrets
of the disclosing party. The receiving party agrees not to disclose
any such matters to any third party without the disclosing
party’s advance written consent and not to use it in any way
detrimental to the disclosing party’s Interests. The
receiving party further agrees to ensure that the dissemination of
such information among its employees, agents, representatives and
contractors is restricted to those persons who are obliged to
maintain the confidentiality of the information and have a
demonstrated need to have access to it in order to design, make,
promote and sell Licensed Products. However, confidential
information subject to the restrictions of this Section 18 shall
not include:






 




i.


information
currently in the public domain;








ii.


information which
becomes public through no fault of the receiving
party;








iii.


information
previously known to the receiving party prior to its disclosure to
the receiving party by the disclosing party, as shown by the
receiving party’s contemporaneous written records;
or







iv.

information
disclosed to the receiving party by a third party not in breach of
any agreement to protect the confidential nature of such
information.






 




b.


The
confidentiality provisions set forth in this Section 18 extend and
shall apply to any persons engaged by either party as agents,
including, without limitation, the parties’ respective
employees, contractors, attorneys and accountants.








c.


No
license under any intellectual property right is either granted or
implied by the conveyance of confidential information to Licensee.
None of the confidential information which may be disclosed by
Licensor shall constitute any representation, warranty, assurance,
guarantee or inducement of any kind including, without limitation,
with respect to the non-infringement of intellectual property
rights or other rights of third persons or of Licensor. If the
Licensee uses any of the confidential information in the
development of any intellectual property, such intellectual
property shall be the property of Licensor and the Licensee shall
execute such documents as may be necessary for the purpose of
transferring any rights in which the Licensor has in such
intellectual property. The Licensee shall not reverse engineer or
otherwise attempt to duplicate any processes used in the
development and manufacture of any materials provided by Licensor.
Any intellectual property rights developed by a Licensee in
violation of this paragraph shall be the property of the Licensor,
and Licensee shall execute and deliver to Licensor such
documentation as is necessary to evidence Licensor’s rights
in such intellectual property.










 

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d.


The
parties agree that irreparable damage would result to the other
party in the event that any of the confidentiality provisions
contained in this Section 18 are not performed in accordance with
their specific terms or are otherwise breached. It is accordingly
agreed that, in addition to any other rights which the
non-violating party may have at law or equity, the non-violating
party will be entitled to an injunction or injunctions, without
being required to post a bond, to prevent breaches hereof and to
enforce specifically the terms and provisions of this letter
pertaining to confidentiality.








e.


The
obligations of each party under this Section 18 will remain in full
force and effect for three (3) years following any termination of
this Agreement.






 



19. 

Representations and Warranties. Each of
the parties to this Agreement represents and warrants to the other
that:






 




a.


It is a
duly formed and validly existing under and by virtue of its
jurisdiction of formation. It is duly licensed and qualified in all
other jurisdictions wherein the nature of the business transacted
by it makes such licensing or qualification as a foreign
corporation necessary, if any. It holds in full force and effect
all permits, licenses and franchises necessary for it to carry out
its operations in conformity with all applicable laws and
regulations.








b.


The
execution and delivery of this Agreement and the performance by it
of all of its obligations hereunder:






 




i.


have
been duly authorized by all requisite action;








ii.


will
not violate or be in conflict with any provision of applicable law,
any order, rule or regulation of any court or other governmental
authority, any provision of its organizational documents, any
resolution with continuing effect adopted by its governing body or
any provision of any agreement or trust respecting securities of
its issue or related rights; and








iii.


will
not violate, be in conflict with, result in a breach of or
constitute a default (with or without the giving of notice or the
passage of time or both) under any material instrument, indenture,
agreement or other obligation to which it is a party or by which it
or any of its assets and properties is or may be bound or
subject.






 




c.


No
consent, approval or authorization of, or registration, declaration
or filing with, any governmental authority or other person is
required as a condition precedent, concurrent or subsequent to or
in connection with the due and valid execution, delivery and
performance by it of this Agreement or the legality, validity,
binding effect or enforceability of any of the respective
representations, warranties, covenants and other terms and
provisions thereof.






 



20. 

Reservations of Rights. The Licensor
reserves the right to use and license others to use Fiber (and
fabrics or yarns containing the Fiber) in the manufacture, sale and
distribution of products similar to the Licensed Products and to
use the Trademark in the sale or distribution of products similar
to the Licensed Products.





 




21.



Miscellaneous Provisions.






 




a.


Except
as otherwise set forth herein, without the prior written consent of
the Licensor, which consent may be withheld at the Licensor’s
discretion, the Licensee shall not directly or indirectly assign,
transfer, sublicense, or encumber any of its rights under this
Agreement. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the Licensor and the
Licensee.








b.


Nothing
contained in this Agreement shall be construed so as to make the
parties partners or joint venturers, or to permit the Licensee to
bind the Licensor to any agreement or purport to act on behalf of
the Licensor in any respect.










 

Page 7







 






 




c.


No
waiver or modification of any of the terms of this Agreement shall
be valid unless in writing, signed by both parties. Failure by
either party to enforce any rights under this Agreement shall not
be construed as a waiver of such rights, and a waiver by either
party of a default in one or more instances shall not be construed
as a continuing waiver or as a waiver in other
instances.








d.


If any
term or provision of this Agreement is for any reason held to be
invalid, such invalidity shall not affect any other term or
provision, and this Agreement shall be interpreted as if such term
or provision had never been contained herein.








e.


All notices and
other communications provided for hereunder shall be In writing and
shall be duly given when personally delivered,
telecopiedtele-copied (with
electronic confirmation), deposited in the United States mail,
certified or return receipt requested, postage prepaid, or
delivered to Federal Express or any nationally recognized overnight
courier service, and addressed or sent to the following address or
telecopy number for the receiving party:






 


If to Licensor:


Noble
Fiber Technologies, LLC.


300
Palm Street


Scranton, PA
18505


Telecopy: (570)
558-5351


 


If to Licensee:


Nano
Mask Inc.


50 West
Liberty Street, Suite 880


Reno,
NV 89501


 


Any
party may change its address or telecopy number for notices under
this Agreement at any time by giving the other party written notice
of such change. The Licensee is to provide Licensor with the
information requested on Exhibit C hereto.


 


Licensee shall
provide Licensor any and all changes to the information provided on
Exhibit C hereto, within fifteen (15) days of any such
change.


 




f.


Neither
party hereto shall be responsible for any failures or delays which
are due to causes beyond its control, including, without
limitation, acts of God, acts of the government, war, fires,
floods, strikes or failure of third parties (which parties are not
an affiliate or subsidiary of such party) to comply with their
obligations to such party.








g.


The
paragraph and section headings of this Agreement are inserted only
for convenience and shall not be construed as a part of this
Agreement.








h.


This
Agreement sets forth the entire understanding and agreement of the
parties with respect to its subject matter. Any and all
representations or agreements made by any agent or representative
or either party to the contrary shall be of no effect.








i.


This
Agreement shall be construed and governed in accordance with the
Federal laws of the United States of America and the state laws of
the Commonwealth of Pennsylvania, without regard to principles of
conflict or choice of laws and regardless of the place or places of
its physical execution and performance, and any suit or other
action brought under this Agreement shall be brought in Scranton,
Pennsylvania. The Licensee hereby irrevocably submits to the
jurisdiction of the state and federal courts located in Scranton,
Pennsylvania, and agrees that the Licensor shall not submit to the
jurisdiction of any court located outside of the Commonwealth of
Pennsylvania with respect to any suit or other action brought under
this Agreement.








j.


All
remedies conferred by this Agreement shall be cumulative, and the
pursuit by any party of any such remedy shall not limit such party
from pursuing any other remedy to which it may be entitled, whether
under this Agreement or otherwise.








k.


Each
party hereto shall at all times comply with all laws and
regulations applicable to the transactions contemplated by this
Agreement.








l.


In any
action brought by a party hereto under this Agreement, the
prevailing party shall be entitled to recover its reasonable
attorneys’ fees, costs, and expenses of suit.







m.

This Agreement may
be signed in two or more counterparts, each of which shall be an
original.






 





 

Page 8







 






 




n.


The
recitals to this Agreement are hereby incorporated and by this
reference shall hereby become part of this Agreement as if set
forth herein word for word.








o.


The
parties hereto shall at any and all times, upon request by the
other party, or its legal representative, make, execute, and
deliver any and all such other and further instruments as may be
necessary or desirable for the purpose of giving full force and
effect to the provisions of this Agreement, without charge
therefore.






 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.


 


	

NOBLE
FIBER TECHNOLOGIES, INC.


	

SIGNATURE


 

	

 


 




 


	

PRINT
NAME

	

James
F. Walsh


	

TITLE

	

Manager







 


	

NANO
MASK INC.


	

 


SIGNATURE


 

	

 


 




 


	

PRINT
NAME

	

Edward
J. Suydam


	

TITLE

	

CEO
& President









 


 

Page 9








 










 



EXHIBIT A


 


LICENSED
PRODUCTS


Healthcare
Uniforms, Healthcare bedding textiles and curtains (cubicle and
window)


for use
in Acute Care and Extended Care Healthcare facilities


 


 








 

Page
10








 







EXHIBIT B


Minimum
Fiber Purchases


● 2012 - $ [omitted, filed
separately with the Commission]



● 2013 - $ [omitted, filed separately with the
Commission]



● 2014 - $ [omitted, filed separately with the
Commission]



● 2015 - $ [omitted, filed separately with the
Commission]



● 2016 - $ [omitted, filed separately with the
Commission]


 


 








 

Page
11








  







EXHIBIT
C


LICENSEE CONTACT
LIST


 


	
 

	


NAME

	


EMAIL

	


PHONE


	

SALES
MANAGER

	

Dave
Willoughby

	

DavidW@NMIhealth.com

	

416-904-3411


	

PURCHASING
AGENT

	
 

	
 

	
 


	

ACCOUNTS
RECEIVABLE

	

Vicki
Aksland

	

Vicki@NMIhealth.com

	

209-484-9655


	

ACCOUNTS
PAYABLE

	

-
-

	

-
-

	

-
-


	

PRODUCT
CERTIFICATION

	
 

	
 

	
 


	

MARKETING/BRANDING

	

Silver
Dare Plus

	
 

	
 


	

QUALITY
ASSURANCE

	
 

	
 

	
 


	

LEGAL

	

John
Thompson

	

johnt@jctlaw.org

	

801-541-1571


	

ROYALTY

	
 

	
 

	
 







 




 


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