Exhibit 10.1


 


NON-EXCLUSIVE COMMERCIAL
TECHNOLOGY LICENSE AGREEMENT


 


This Commercial Technology License Agreement
(“Agreement”) is made and entered into and effective as of March 13, 2015 by and between Ubiquity
Incorporated, aka Ubiquity Broadcasting Corporation an OTC publicly listed company (“Licensor”), and Sprocket
HK Limited (Company Number 2208869), a Hong Kong limited liability company
whose registered office is 6th Floor Wyndham Place, 40-44 Wyndham Street, Central, Hong Kong (“Licensee”).


 


WHEREAS,
the Licensor has developed and maintains the US and foreign patent rights to a digital dashboard/navigation tool, a
software solution commercially known as “Sprocket”;
and


 


WHEREAS,
Licensee is engaged with Australian Securities Exchange listed iWebGate Technology Limited (ASX: IWG) (“iWeb Gate”)
which is in the process of developing a software platform and mobile container product for commercial customers (“the Platform”)
and desires to license the Licensor’s digital dashboard/navigation software solution commercially known as “Sprocket”;
and to obtain modification and adaptation of the program to its particular needs; and


 


WHEREAS,
the Parties desire to enter into this software License Agreement to set forth the terms and conditions of the license
of the Licensor’s digital dashboard/navigation solution commercially known as “Sprocket, as more fully set forth herein.


 


NOW
THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt
and sufficiency of which is hereby mutually acknowledged, the parties hereto, intending to be legally bound by the terms hereof,
and agree as follows:


 


 1. DEFINITIONS.




 


1.1         “Agreement”
shall mean this Agreement.


 


1.2         “Affiliates”
shall mean those companies in which Licensee holds at least a 9.9% of the total issued shares or the right to appoint a
representative to the board of that company (whether or not it has exercised that right) by virtue of its investment.


 


1.3         “Base
Software” shall mean the current iteration of the software and accompanying documentation for Licensor’s digital dashboard/navigation
software solution code, the specifications as more fully described in Exhibit A attached hereto.


 




    	 



    	 



    

 


1.4         “Deliverables”
means the items to be delivered to Licensee pursuant to this Agreement as set forth in Exhibit B. Notwithstanding anything else
in this agreement, Deliverables do not include source code or object code beyond access to the software from Licensor’s servers.


 


1.5         “Derivative
Works” means a work or works created by Licensee, or by Licensor or on behalf of Licensee or Licensor, which is based on or
incorporates the Technology or any part thereof, including, without limitation, revisions, modifications, adaptations, condensations,
improvements, updates, enhancements, or any other form in which the Technology or any part thereof may be recast, transformed,
adapted, modified or revised.


 


1.6         “Documentation”
means all user manuals, installation manuals, and other written materials that relates to the Software as set forth in Exhibit
A, attached hereto.


 


1.71 “Gross Proceeds”
includes all money and other compensation received from any party for use of the Technology, in any form, without any deductions
for costs or expenses.


 


1.8         “Licensee’s
Field of Use” means all for-profit commercial and industrial uses.


 


1.9         “Object Code”
means the Software computer code in machine-readable form generated by compilation of Source Code and contained in a medium that
permits it to be loaded into and operated on computers.


 


1.10       “Software’’
shall mean that software code, in source Code and/or Object Code, of the version of the Licensor’s digital dashboard/navigation
solution.


 


1.11       “Source Code”
means the source code for the Software, whether in printed, machine readable, and any other form and including all existing comments,
and all test suites and technical and other documentation reasonably necessary for a reasonably skilled programmer to understand
and use the source code. “Source Code” shall include the product of all programming and work performed.


 


1.11a      “Sublicense”
shall be a license granted by Licensee under this agreement, with the approval of Licensor.


 




    	 



    	 



    

 


1.12        “Technology”
means the Method and Apparatus for digital dashboard/navigation software solution and any accompanying proprietary”) software,
hardware, apparatus, intellectual property, and/or know-how developed and/or created by Licensor during its creation of the software
or as part of the Patent “Technology” includes, without limitation, hardware, prototypes, models, apparatus, methodologies,
source code, object code, applications, interfaces, operating systems, and databases; trade secrets; inventions, processes or designs
protected or to be protected under Title 35 of the United States Code; patent applications (provisional or otherwise) filed or
to be filed; and works of authorship protected under Title 17 of the United States Code, including copyright registrations and/or
applications for registration. The parties expressly agree that the Technology includes all present and future rights of the Licensor
conferred by statute, common law or equity in relation to any copyright, trade marks, designs, patents, circuit layouts, business
and domain names, inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or
artistic fields,


 


 2. LICENSE GRANT.




 


2.1       Licensor grants to
Licensee, upon and subject to all the terms and conditions of this Agreement, a domestic and international (worldwide without limitation)
Non-exclusive license to make, use, copy, have copied, sell, have sold, and distribute products and services based upon the Technology
and any and all Derivative Works in Licensee’s Field of Use, together with a right to grant sublicenses solely in accordance with
Section 2.2, and the other terms and conditions of this Agreement. This license grant is conditioned on the Licensors and Licensees
mutual approval and the attachment of the “COPORATE MEMO OF UNSERSTANDING” within 30 calendar days from the date of this
agreement and cause it to be attached as Exhibit “C” and made a part hereof and payment required by section 4.


 


2.2       Licensee agrees to negotiate licenses with third parties for use in the Licensee's Field of Use, having terms
and conditions which are consistent with the terms and conditions of this Agreement; provided however, that Licensor must specifically
approve every sublicense to every sublicensee in order for that sublicense to be effective.


 


2.3       Licensor specifically
retains the right to use the Technology and to grant licenses to third parties.


 


 3. LICENSOR’S REPRESENTATIONS AND WARRANTIES.




 


Licensor represents
and warrants that, to the best of its knowledge, as of the effective date of this agreement:


 


3.1       The Technology has
been developed and is owned solely by Licensore


 




    	 



    	 



    

 


3.2       Licensor is the sole
owner of all right, title and interest in and to all of the Technology, and is beneficial holder of the patent for the Technology.


 


3.3       Licensor is not obligated
to pay any amount, whether as a royalty, license fee, lien, judgment, damages or other payment, pursuant to any agreement to protect
intellectual property rights of any person or entity in order to enter into this Agreement.


 


3.4        To
the best knowledge of Licensor, as of the effective date of this agreement::


 


a)  none
of the Technology and/or patent, copyright or other registrations, and any and all applications, continuances, or extensions thereof
are subject to any pending or threatened challenge, claim, dispute, security interest, lien or judgment;


 


b)  none of
the Technology and/or patent, copyright or other registrations, and any and all applications, continuances, or extensions thereof
have, during the two years prior to execution of this Agreement, been the subject of any challenge, claim, dispute; security interest,
lien or judgment, or threat thereof;


 


c)  the operations
of Licensor and/or the execution of this Agreement do not infringe upon or otherwise violate any intellectual property right of
any third party;


 


e)  to the knowledge
of Licensor, there are no impediments to the ability of Licensor to secure, maintain, renew, and enforce its rights in the Technology;


 


f)  none of
the Technology is subject to any pending litigation or outstanding order, decree, judgment, lien or stipulation; and


 


g)  Licensor
has not received any notice of conflict with asserted proprietary rights of others.


 


3.5          Licensor and Licensee
acknowledge and agree that Licensor shall file with the United States Patent and Trademark Office additional provisional patents
and trademark applications at Licensor’s sole option to protect and secure the Technology and may, if it considers desirable, file
similar applications in equivalent offices in any other countries.


 




    	 



    	 



    

 


3.6          Licensor warrants
that Licensor will not invoke any “Disabling Code” designed to interfere with the normal operation of any Service or
Client’s hardware or software for any reason other than non-payment by Licensee or for breach of this agreement, providing however
that Licensor has provided Licensee with notice of its intent to disable the code for said non-payment. Licensee shall have 30 calendar
days in connection paragraph with 5.3.1 of this agreement from the date of the notice to cure its failure to perform its material
obligations of the agreement.


 


3.7          The obligations under
this Section 3 shall continue (i) throughout the life of the Agreement; (ii) after termination of this Agreement, regardless of
the reason for such termination; and (iii) during and after any bankruptcy or insolvency proceeding involving Licensee or Licensor.


 


3.8          The license granted
to Licensee hereby shall be effective upon the execution and delivery of this Agreement, without necessity for any further action
or writing, conditioned on the Licensors and Licensees approval approval and the attachment of the “COPORATE MEMO OF UNDERSTANDING”
to be attached as Exhibit “C” and made a part hereof and payment required by section 4. ,subject to termination, however,
pending the payment by Licensee of the consideration as provided in Section 4 below. Licensor shall forthwith execute any forms
or instruments necessary for the filing, registering, perfecting, and recording of Licensee’s License at any appropriate governmental
offices or other competent authorities as necessary to perfect the license.


 


 3.9. LICENSEE’S WARRANTIES




 


Licensee warrants that:


It shall not enter into any
agreements that contradict or effect the obligation to make payments under section 4.2 herein.


 


Licensee warrants that it
shall not make any derivative work that uses open source code using a license agreement that requires free dissemination of works
that include that open source code.


 


Licensee warrants that Licensee
shall not, nor shall it allow any third-party to, reverse assemble, de-compile, or otherwise reverse engineer all or any portion
of the Technology, or otherwise attempt to derive any algorithms, techniques, or other non-public features of the Technology.


 


Licensee shall exercise reasonable
care and diligence in the use of the Technology. Without limiting the foregoing, Licensee shall:


 


(i) follow Licensor’s
training and instructions in the use of the Technology:


 




    	 



    	 



    

 


(ii) utilize
employees or contractors who are capable of using the Technology; and


 


(iii) take whatever
steps are necessary to use the Technology in a safe and quality- oriented manner.


 


(d) Licensee shall timely
inform Licensor, in writing, of any improvements and/or modifications to the Technology made by Licensee. Any and all such improvements
and/or modifications to the Technology made by Licensee shall be subject to this agreement, and specifically Section 6.5 below.


 


(e) Licensee shall cause
any sublicensee, client, Affiliate, customer, agent, subcontractor, attorney, accountant, or other representative of Licensee to
agree to be bound by the terms and conditions of this agreement.


 


 4. CONSIDERATION / ROYALTIES.




 


In consideration of the non-exclusive
license granted herein by Licensor, Licensee shall pay to Licensor:


 


4.1         Initial
Payment: the payment will be in the form of a 51% shareholding in Sprocket HK (Company Number 2208869) to the mutually agreeable
corporate memorandum of understanding, to be attached as Exhibit C and made a part hereof.,


 


4.2         Payments.
When Licensee receives royalties or any other payments from any other party, , Licensee shall pay Licensor 51% of all gross
proceeds received directly or indirectly. Licensee shall make these payments monthly and shall provide the payments along
with a full and complete accounting of the total amount received, the party that the amount was received from, and the amount
being paid. Licensee shall keep good and complete records of all transactions, per section This clause is a material
obligation of this agreement as agreed between the parties, and no clause of this agreement or any other agreement can
contradict the obligation of Licensee to pay 51% of the gross proceeds Licensee’s failure to pay 51% of gross proceeds
from all other parties shall constitute a material breach of this agreement.


 


4.3          Books
and Records: Licensee shall maintain appropriate books of account in which accurate entries shall be made concerning all transactions
within the scope of this Agreement. Licensee shall furnish licensor annual audited financial statements during the term of this
agreement. Statements shall be due within 45 business days of the close of the calendar
year. Failure to provide financial information when due will be construed as a breach of the agreement.


 




    	 



    	 



    

 


4.4 Audit
rights. Licensee shall provide Licensor with written quarterly royalty reports which shall include all information relevant to
the calculation of the amounts paid including, without limitation, gross receipts in accordance with Generally Accepted Accounting
Principles, (“GAAP”), any sales or transfers to any third parties that did not result in a receipt, and such additional
information reasonably requested by Licensee (the “Royalty Reports”). From and after that day upon which Licensee is
obligated to pay Licensor royalties hereunder and for four (4) years after the last royalty payment is made hereunder, Licensee
shall maintain records regarding all information included or summarized in the Royalty Reports and Licensor, and its duly authorized
representatives (including a firm of certified public accountants engaged for such purpose) shall have access to and the right
to examine such relevant records and accounts of Licensee including those records and accounts Licensee is required to maintain
pursuant to this Agreement at the premises of Licensee for the purpose of verifying the payments owing Licensee hereunder; provided,
however, that any such examination: (a) shall be at Licensor’s expense; (b) shall be during normal business hours upon reasonable
prior written notice; and (c) shall not unreasonably interfere with Licensee’s operations and activities. Licensee shall promptly
pay Licensor any underpayment discovered in the course of such audit, together with interest at the legal rate accrued from the
date due until paid. If such audit determines that Licensee has underpaid by greater than 5% of the royalty amounts due, then Licensee
shall be responsible for the cost of such audit.


 


4.3    Custom
Development. The Licensee will pay the costs of the Licensor on terms agreed between them in relation to any custom development
the Licensee requires in respect of the Software.


 


4.5 Minimum
payment. The parties agree that they will establish a mutually agreeable minimum payment within 30 calendar days from the date of
this agreement Should Licensee fail to pay this minimum payment, then Licensor has the right, but not the obligation, to cancel
this agreement.


 


 5 Term and Termination.




 


5.1   The
Term of this License and this Agreement shall extend until the expiration of the last-to-expire patent of Licensee covering the
Technology, unless cancelled as in section 5.3.


 


5.3   This
Agreement may be terminated, as set forth below:


 




    	 



    	 



    

 


5.3.1    By
a party, effective immediately, in the event that the other party should fail to perform any of its material obligations under
this Agreement and should fail to remedy such failure within thirty (30) calendar days after receiving written demand to remedy
such failure; or,


 


5.3.2    By
a party effective immediately, if the other party should become the subject of any voluntary or Involuntary bankruptcy, receivership
or other insolvency proceedings which are not vacated within 60 days or make an assignment or other arrangement for the benefit
of its creditors, or if such other party should be nationalized or have any of its material assets expropriated.


 


5.4   Without
derogating from the foregoing, it is agreed that termination of this Agreement pursuant to its terms shall not give rise to any
liability on the part of any party for compensation, reimbursement, or damages for loss of goodwill, clientele, prospective profits,
investments or anticipated sales or commitments of any kind in connection therewith or otherwise. Nothing herein shall, however,
relieve either party of its obligations to pay to the other party any amounts payable at the time of termination or expiration,
or which may become due following termination of this Agreement, according to this Agreement, nor shall this clause relieve the
parties from obligations imposed by the provisions of this Agreement which expressly survive termination, or any liability for
damages resulting from an actionable breach.


 


5.5   Upon
termination of this Agreement by the Licensor pursuant to Section 5.3, then the License shall immediately terminate and Licensee
shall promptly return to Licensor all technical, commercial, and other documents that were provided to Licensee, or which came
into its possession pursuant to this Agreement, and on and from the time of such termination Licensee shall refrain from making
use of, or suffering or allowing any third party to make use of, any such material for any purpose whatsoever.


 


 6. PROTECTION OF THE TECHNOLOGY.




 


6.1        Patent
prosecution and maintenance of Patents covering the Technology within the Licensee’s Field of Use will be the responsibility of
the Licensor through a reputable patent practitioner reasonably acceptable to both Licensor and Licensee. Licensor shall consult
on a reasonable basis with Licensee in connection with patent prosecution and maintenance activities, and will provide to Licensee
with copies of all correspondence and other documents relating to such prosecution. Licensse shall bear all costs for any patent
prosecution and maintenance for Licensees field of use.


 




    	 



    	 



    

 


6.2      Licensee
shall assist and cooperate with Licensor, or Licensor’s agents, representatives, designees, employees and/or attorneys, in every
reasonable way to secure, maintain and/or enforce Licensor’s and/or Licensee’s rights in the Technology and/or any Derivative Works,
and any copyrights, patents, trademarks, or other intellectual property rights relating to the Technology and/or Derivative Works,
in any and all countries, including disclosure to Licensee, or Licensee’s agents, representatives, designees and/or attorneys of
all pertinent information with respect thereto and execution of all applications, specifications, oaths, assignments and all other
instruments and/or documents that Licensee, or Licensee’s agents, representatives, designees and/or attorneys shall deem necessary
in order to secure, maintain, protect and enforce Licensor’s right, title and interest in the Technology and Derivative Works.


 


6.3    Following
the execution of this Agreement and in the event that the Technology or Derivative works licensed under this Agreement are
further revised, modified, adapted, improved, condensed, updated, enhanced or altered in any fashion so that the Technology,
Derivative Works or any part thereof may be recast, transformed, adapted, modified or revised, Licensor shall, at
Licensee’s cost, file additional trademarks, patents or other documents and materials as necessary to preserve and
protect Licensor’s sole and exclusive ownership of the Technology, the Derivative Works and any improvements or developments
as indicated in this and the preceding paragraphs of this Agreement.


 


6.4
 Without limiting the foregoing, LICENSEE hereby acknowledges and agrees that any works of authorship based on the Technology which
is created or purchased by Licensee, including any derivative work based on the Technology shall be considered work(s) made by
LICENSEE for hire for LICENSOR and LICENSOR shall own all right, title and interest therein, including all patent, trademark, trade
name, and copyright rights. LICENSEE hereby warrants that it shall require its employees and people to whom they contract to execute
appropriate documentation and agreements to vest these rights in LICENSOR. Only LICENSOR shall have the right to copyright or trademark
the same which LICENSOR may do in its name or in the name of its nominee (s). To the extent that the PROPERTIES or any materials
contained therein or prepared therefore or the copyrights therein do not vest in LICENSOR by reason of same being a work made for
hire, LICENSEE hereby grants, assigns and transfers to LICENSOR all right, title and interest in and to the PROPERTIES and all
materials contained therein or prepared therefore and the results and proceeds thereof, including copyright rights, to the extent
that LlCENSEE has had or will have any right, title or interest therein


 




    	 



    	 



    

 


 7. INFRINGEMENT.




 


7.1.    With
respect to any patent infringement action directed against any third party infringement of any licensed inventions or discoveries
contained in the Technology:


 


		i.	Licensor shall have the first right (but not the obligation)
to prosecute any such infringement.



 


		ii.	In the event that Licensor elects to prosecute such infringement Licensor shall bear the cost of such prosecution, and any
proceeds thereof, including without limitation, costs and expenses, attorneys’ fees, and damages awarded.



 


 8. LICENSOR’S LIABILITY; INDEMNIFICATION.




 


8.1        Licensor
will indemnify and defend Licensee against any and all actions, suits, claims, demands, prosecutions, liabilities, costs, expenses,
damages, judgments deficiencies, loss or obligations (including attorneys’ fees and costs) based on or arising out of any material
breach by Licensor of any representation or warranty made under this Agreement if such representation or warranty was made in bad
faith as of the date of this Agreement.


 


8.2        In
the event an injunction is obtained in an action against Licensor’s and/or Licensee’s development, manufacture, packaging, use,
sale, importation or distribution, or offering for use, sale, import or distribution of any of the Technology and/or Derivative
Works, Licensee shall, at its option and expense, either:


 


i. obtain for Licensee
the right to continue to develop, manufacture, package, use, sell, import or distribute, or offer for use, sale, import or distribution
any of the Technology and/or Derivative Works; or


ii. replace the Technology
and/or Derivative Works with a product with substantially equivalent functionality.


 


8.3         In
no event will the directors, officers, agents, representatives, members employees, or attorneys of Licensee be personally liable
to Licensor, or its directors, officers, agents, representatives, members, employees, or attorneys for any consequential, incidental,
indirect or punitive damages, including but not limited to, time, money, or good-will, arising from, related to or in connection
with (i) the formation, implementation, performance
or enforcement of this Agreement; (ii) the development manufacture, packaging, use, import or distribution of any of the Technology;
or (iii) the subject of the License granted hereunder. This section 7(c) shall not apply to individual violations of any laws applicable
to individuals employed or otherwise compensated by Licensee.


 




    	 



    	 



    

 


8.4      The
obligations under this Section 8 shall continue (i) throughout the life of the Agreement; (ii) after termination of this
Agreement, regardless of the reason for such termination; and (iii) during and after any bankruptcy or insolvency proceeding
involving Licensee or Licensor,


 


 9. LIABILITY.




 


9.1      Licensee
expressly agrees to indemnify, hold harmless and defend Licensor from any and all Third Party actions, suits, claims, demands,
prosecutions, liabilities, costs, expenses, damages, judgments deficiencies, loss or obligations arising from intellectual property
challenges to the technology resulting from the derivative works,


 


9.2      Licensee
will indemnify and defend Licensor against any and all actions, suits, claims, demands, prosecutions, liabilities, costs, expenses,
damages, judgments deficiencies, loss or obligations (including attorneys’ fees and costs) based on or arising out of any physical
injury to persons or property resulting from the sales and marketing efforts or offering for use of any of the Technology and/or
Derivative Works by the Licensee.


 


10. CONFIDENTIALITY/NONCOMPETITION/NONSOLICITATION.


 


10.1    Subject
to the exclusions set forth below, Licensor and Licensee hereby agrees to keep the Technology confidential from third parties.
Licensor and Licensee further agrees to take all reasonably necessary steps to ensure that its affiliates, officers and employees
keep such information confidential, except for customary disclosures in the ordinary business practice of either party in connection
to its respective permitted use of the Technology, as provided under this Agreement, including information customarily disclosed
in brochures, manuals of operation, patent applications, and other similar documents.


 


10.2    The
provisions of Section 10,1 shall not apply to any information which: (i) is public knowledge at the date of the Agreement or thereafter
becomes public knowledge through no fault of the receiving party if such receiving party did not receive such information from
a Party hereto, (ii) is lawfully received by the receiving party from a third party who either has the right to disclose it, or
is under no obligation of confidentiality to the disclosing party, or (iii) is disclosed as required under any applicable law.
The burden of proof that any disclosure falls within any of the aforesaid exclusions
shall be on the disclosing party. Where a doubt exists, as to whether any of the aforesaid exclusions apply, the party seeking
to disclose shall give the other party a written notice and, if a dispute arises, then such party shall keep such information
confidential until the dispute is settled or resolved in an appropriate court of law, subject to any temporary relief which the
party seeking the disclosure shall be entitled to apply for to such court


 




    	 



    	 



    

 


10.3   .


 


11.  TRANSFER TAXES.






 


All
applicable sales, income and transfer taxes, if any, arising by reason of the execution of this Agreement assessed against Licensor
will be borne exclusively by Licensor, to the extent permitted by applicable law. Notwithstanding the foregoing, this section is
not intended to apply to sales taxes, if any, arising by reason of the sale of the Technology or Derivative Works by any party
other than Licensor.


 


12.  INSOLVENCY.






 


12.1    In
the event that any Party has a liquidator, administrator provisional liquidator or equivalent appointment to it, this clause 12.2
will apply.


 


12.2    Failure
by any Party to assert its rights to “retain its benefits” to the Technology under a disclaimer of onerous property by
a liquidator, administrator provisional liquidator or equivalent appointment, shall not be construed by the courts as a termination
of the contract by Licensee under.


 


13.  AUTHORITY OF THE LICENSOR; CONSENTS.






 


The
execution, delivery and consummation of this Agreement by Licensor has been duly authorized in accordance with all applicable laws
as well as all the by-laws and articles of incorporation of Licensor, and no further action will be necessary on the part of Licensor
to make this Agreement valid and binding on Licensor and enforceable against Licensor in accordance with its terms. The individual
signing this Agreement on behalf of Licensor is duly authorized to execute this Agreement on behalf of Licensor and to bind Licensor
to the obligations set forth herein.


 


The execution,
delivery and consummation of this Agreement by Licensee has been duly authorized in accordance with all applicable laws as
well as all the by-laws and articles of incorporation and shareholder agreements and corporate resolution of  Licensee,
and no further action will be necessary on the part of Licensee to make this Agreement valid and binding on Licensee and
enforceable against Licensee in accordance with its terms. The individual signing this Agreement on behalf of Licensee is
duly authorized to execute this Agreement on behalf of Licensee and to bind Licensee to the obligations set forth
herein.


 




    	 



    	 



    

 


14.  EXPORT CONTROL LAWS.






 


This Agreement is made subject
to any restrictions which concern the export of products or technical information from the United States of America and which may
be imposed from time to time by the government of the United States of America. Licensee will not export any of the Technology
except in compliance with any applicable statute or regulations of the United States of America.


 


15.  FURTHER ASSURANCES.






 


Licensor, at any time and
from time to time after execution of this Agreement, upon Licensee’s request, shall execute, acknowledge and/or deliver all such
further acts, deeds, assignments, transfers, conveyances, powers of attorney assurances, representations and/ or warranties as
may be reasonably necessary to effectuate the purposes of this Agreement.


 


Licensee, at any time and
from time to time after execution of this Agreement, upon Licensor’s request, shall execute, acknowledge and/or deliver all such
further acts, deeds, assignments, transfers, conveyances, powers of attorney assurances, representations and/ or warranties as
may be reasonably necessary to effectuate the purposes of this Agreement.


 


16.  BROKERAGE AND FINDER’S FEES.






 


Neither party has incurred
any liability to any broker, finder or agent for any brokerage fees, finder’s fees, or commissions with respect to the transactions
contemplated by this Agreement. Under no circumstances shall either party be liable and/or responsible for payment of any brokerage
or finder’s fee or commission incurred in connection with, arising out of, related to the entering into, formation, negotiation,
performance or enforcement of the subject matter of this Agreement.


 


17.  EXPENSES.






 


Each party shall bear their
own respective costs and expenses, including without limitation, accountant and/or attorney’s fees, in connection with, arising
out of or related to the preparation, formation, negotiation or performance of a subject matter of this Agreement. This section
shall not apply to costs incurred and/or arising out of breach and/or enforcement of the terms of this Agreement.


 




    	 



    	 



    

 


18.  COMPLIANCE WITH APPLICABLE LAWS.




 


To the best knowledge of
Licensor, all operations of Licensor are in compliance with all applicable laws, statutes, ordinances, rules, orders and regulations
of any foreign, Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality.


 


To the best knowledge of
Licensee, all operations of Licensee are in compliance with all applicable laws, statutes, ordinances, rules, orders and regulations
of any foreign, Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality.


 


19.  REPRESENTATIONS TRUE.




 


The representations and warranties
of Licensor contained in this Agreement and any and all of its Exhibits are, to the best of the knowledge of Licensor, true, complete
and accurate in all material respects on and as of the date this Agreement is executed to the same extent and with the same force
and effect as if made on such date.


 


The representations and warranties
of Licensee contained in this Agreement and any and all of its Exhibits are, to the best of the knowledge of Licensee, true, complete
and accurate in all material respects on and as of the date this Agreement is executed to the same extent and with the same force
and effect as if made on such date.


 


20.  NOTICES.




 


All notices, requests, demands
and other communications under this Agreement must be in writing and will be deemed duly given, unless otherwise expressly indicated
to the contrary in this Agreement, (i) when personally delivered, (ii) upon receipt of a telephonic facsimile transmission with
a confirmed telephonic transmission answer back, (iii) three (3) days after having been deposited in the United States mail, certified
or registered, return receipt requested, postage prepaid, or (iv) one (1) business day after having been dispatched by a nationally
recognized overnight courier service, addressed to the parties or their permitted assigns at the following addresses (or at such
other address or number as is given in writing by either party to the other) as follows:


 


To Licensor:
Ubiquity, Inc, 9801 Research Drive, Irvine, California, 92618, USA


 


To Licensee: Sprocket HK
Limited, 6th Floor Wyndham
Place, 40-44 Wyndham Street, Central, and Hong Kong


 




    	 



    	 



    

 


21.  SURVIVAL




 


All
obligations of Licensee and Licensor which expressly or by their nature survive expiration or termination of this Agreement shall
continue in full force and effect subsequent to and notwithstanding such expiration or termination and until they are satisfied
or by their nature expire.


 


22. SUCCESSORS
AND ASSIGNS.


 


This
Agreement may be assigned by Licensor in conjunction with a sale of Licensor’s company or stock or assets of Licensor to a third
party. Licensee may not assign this agreement without approval by Licensor, which shall not be unreasonably withheld.


 


23. COUNTERPARTS.


 


This
Agreement may be executed by facsimile and in one or more counterparts, each of which will be deemed to be an original but all
of which together will constitute one and the same document.


 


24. CAPTIONS
AND SECTION HEADINGS.


 


Captions
and section headings are for convenience only, are not a part of this Agreement and may not be used in construing it.


 


25. WAIVERS.


 


Any
failure by any of the parties to comply with any of the obligations, agreements or conditions set forth in this Agreement may be
waived by the other party or parties, but any such waiver will not be deemed a waiver of any other obligation, agreement or condition
contained herein.


 


26. AMENDMENTS,
SUPPLEMENTS OR MODIFICATIONS.


 


Each
of the parties agrees to cooperate in the effectuation of the transactions contemplated under this Agreement and to execute any
and all additional documents and to take such additional action as is reasonably necessary or appropriate for such purposes. This
agreement may not be modified without agreement in writing by both parties to the agreement


 


 27. ENTIRE AGREEMENT.




 


27.1    This
Agreement, including any certificate, schedule or exhibit delivered pursuant to its terms, constitutes the entire agreement between
the parties with respect to the subject matters set forth herein or therein. There are no verbal agreements, representations, warranties,
undertakings or agreements between the parties, and this Agreement may not be amended or modified in any respect, except by a
written instrument signed by the parties to this Agreement.


 




    	 



    	 



    

 


27.2    The
parties agree that they have both participated in the formation of this Agreement and that the language herein should not be presumptively
construed against either of them.


 


 28. GOVERNING LAW.




 


28.1    The
parties agree that any action brought in any court to enforce or interpret this Agreement shall be under laws of the United States,
State of California, and any actions shall be brought exclusively in a court of competent jurisdiction in Orange County. All parties
herewith agree not to contest service or jurisdiction or venue of the Courts in Orange County, California, and do hereby submit
to said jurisdiction.


California,
United States.


 


 29. SEVERABILITY.




 


If
any provision of this Agreement or any word, phrase, clause, sentence, or other portion thereof should be held to be unenforceable
or invalid for any reason, then provided that the essential consideration for entering into this Agreement on the part of any party
is not unreasonably impaired, such provision or portion thereof shall be modified or deleted in such manner as to render this Agreement
as modified legal and enforceable to the maximum extent permitted under applicable laws.


 


IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf by its duly authorized representative
and become effective on the date as first written above.


 


	UBIQUITY INC	 	
        Sprocket
        HK 

        For
        and on behalf of Sprocket HK Limited

	 	 	/s/ Kenneth Raymond Deayton
	BY: 	 	BY: Kenneth Raymond Deayton
	TITLE: CEO	 	TITLE: Director
	DATE: 3/13/15	 	DATE: 16/3/15


 




    	 



    	 



    

 


EXHIBIT
“A”


 


Patents


 


Patent
No. US 7,996,788 “System and Method for Navigating a Dynamic Collection of Information”,


 


Patent
No. Taiwan 351,637 “System and Method for Navigating a Dynamic Collection of Information”,


 


U.S.
Patents and Foreign Patents Applications entitled: “System and Method for Navigating a Dynamic Collection of Information”,
“Sprocket Shaped User Interface for Navigating a Dynamic Collection of Information”, “Sprocket Shaped User Interface
For Navigating a Dynamic Collection of Information on a Mobile Device


 




    	 



    	 



    

 


EXHIBIT
“B”


 


Deliverables


 


Licensor
shall provide access to Licensor’s servers to use the software, but shall not include Source Code or Object Code in uncompiled
form and shall only include access to Base Software in a form.


 


Client-Only
Wheel Library


 


An
iPhone framework that can be imported into a XCode project and a sample application demonstrating with integration completed.


·    Dynamic
sizing of blades to a fixed-width with a maximum of 20 items. Thereafter, the user can manage which items to add or remove from
the wheel edit screen.


·    The
look and feel is exactly the same as seen on the Sprocket iOS mobile application


 


Client-Only
Wheel Library [iOS]


 


As
above but with dynamic resizing of blades and the control of the look and feel of the wheel, within reason, via externalized Interface
Builder configuration files.


 


Client-Only
Wheel Library [Android]


 


As
above but with dynamic resizing of blades and the control of the look and feel of the wheel, within reason, via externalized XML
layout files.


 


SDK
[iOS and Android]


 


Data-driven
native SDK providing methods through which iWebGate mobile developers can execute for all supported external networks.


 


The
available methods and external networks will be those listed on the Sprocket Developer Platform website.


 


Support
for additional external networks will be at pre quoted rate per network not currently supported.


 


SDK
connects to the Sprocket Developer API and data is stored on Ubiquity’s networks.


 




    	 



    	 



    

 


Sprocket
Insights


 


A
set of 10 pre-febricated insights as listed on the Sprocket Developer Platform website.


 


Enterprise
SDK Integration


 


Provide
a self-contained execution environment


 


Sprocket SDK Enterprise


 


A self-contained RPM-based
deployment of the Sprocket environment


 


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