EXHIBIT 10.2




LICENSE AGREEMENT




This License Agreement ("Agreement") is made and
entered into this ____ day of ____ 2017 by and between Wytec
International, Inc., a Nevada corporation ("Licensor") and Competitive
Companies, Inc., a Nevada corporation ("Licensee").




RECITALS




WHEREAS, Licensor owns the exclusive license to the
proprietary rights, copyrights, potential tradenames and trademarks, and
related intellectual property rights covering the online price quote system
invented by the Licensor ("Inventor") known as "WyQuote", including but not
limited to patent, tradename and trademark applications pending, as more
thoroughly described in Exhibit A to this Agreement (collectively, the
"Properties").




WHEREAS, the Properties include but are not limited to
the registered or to be registered tradenames and copyrights described in
Exhibit A to this Agreement.




WHEREAS, Licensor desires to license to Licensee, and
Licensee desires to license from Licensor, the Properties on the terms and
conditions set forth in this Agreement.




NOW THEREFORE, in consideration of their mutual
promises herein as well as other good and valuable consideration, the
sufficiency of which is hereby acknowledged, Licensor and Licensee agree in
good faith as follows:




TERMS


1.         LICENSE




a.         Grant of License.  Licensor grants to
Licensee, pursuant to the terms and conditions of this Agreement, a
nonexclusive, nontransferable, royalty-free, worldwide license to use the
Properties solely for commercial use for rural and other smaller markets having
populations of 250,000 or less (the "Markets").  Licensee will obtain
Licenser's prior written consent to proposed Markets.




b.         Derivatives.  From time to time either
the Licensor or the Licensee may develop derivatives of the Properties, which
may result in related Properties (collectively, the "Derivatives").  All
Derivatives will be owned exclusively by the Licensor, as provided in Section 3
of this Agreement, and may be patented by the Licensor or otherwise confirmed
as owned exclusively by the Licensor at Licensor's expense and in its sole and
absolute discretion.  The Licensee shall have, during the Term (as hereinafter
defined in Section 9(a)) of this Agreement, the worldwide (for Markets only),
nonexclusive, perpetual, royalty free right and license to practice, utilize
and sublicense all such Derivatives, subject to all of the terms and conditions
of this Agreement.




c.         Restrictions on Use.




(i)         The License to Licensee is only for
uses designated in Section 1(a) and, subject to further mutual agreement by Licensor
and Licensee, Section 1(b) of this Agreement.


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(ii)        Licensee does not have the right to
sublicense, assign or otherwise permit the use of the Properties to or by any
third party without the specific prior written consent of the Licensor.




2.         CONSIDERATION




a.         License Fee.  In consideration for
the License granted by Licensor under this Agreement, Licensee has paid or
shall pay to Licensor a license fee in the amount of one dollar ("License
Fee"). 




b.         Taxes.  Licensee shall, in
addition to the other amounts payable under this Agreement, pay all sales, use,
value added or other taxes, federal, state or otherwise, however designated,
which are levied or imposed by reason of the transactions contemplated by this
Agreement.




3.         OWNERSHIP




Licensee and Licensor acknowledge and agree that
all proprietary rights, including but not limited to trade secret, trademark,
and other proprietary rights in the Properties and the Derivatives are owned by
Licensor, and by signing this Agreement Licensee does not obtain any such
ownership rights.  Licensee's rights herein are only a privilege and license
during the Term of this Agreement to utilize the Properties according to the
terms and conditions of this Agreement. 




4.         CONFIDENTIAL
INFORMATION




Licensee acknowledges that during the Term of
this Agreement Licensor may disclose to Licensee and its affiliates, agents and
others, proprietary information, including but not limited to data, business
information (including customer lists and prospects), formulae, test results,
chemical processes, technical information, computer programs and documentation,
programs, files, specifications, drawings, sketches, models, Derivatives,
samples, tools or other data, whether in oral, written, digital or other form,
that is the exclusive property of Licensor ("Confidential Information"). 
During the period this Agreement is in effect and at all times after its
termination, Licensee and its employees, consultants, agents, licensees and
distributors shall maintain the confidentiality of the Confidential Information
and not sell, license, sublicense, publish, display, distribute, disclose or
otherwise make available the Confidential Information to any third party nor
use such information except as authorized by this Agreement, or as expressly
authorized by the Licensor in writing prior to such proposed disclosure or
use.  Licensee shall not disclose or give access to the Confidential
Information to its employees, consultants, agents, licensees or distributors
except on a need-to-know basis, and not until such persons execute written
agreements consistent with the terms of this Section 4.  In addition, Licensee
shall not, without the prior written consent of Licensor, disclose or give
access to the Confidential Information to persons not an employee, consultant,
agent, licensee or distributor of Licensee.  Licensee agrees to notify Licensor
immediately of any unauthorized use or disclosure of the Confidential
Information.  Notwithstanding the foregoing, Confidential Information shall not
include information or data which (a) was in the public domain prior to being
furnished to the Licensee; (b) was known to the Licensee prior to its
disclosure to  



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the Licensee by the Licensor; (c) is disclosed to the Licensee by
a third party (without any breach of any confidentiality agreement with or
obligation to the Licensor) who did not unlawfully acquire or receive such
information on a confidential basis from the Licensor; (d) after being
furnished to the Licensee, entered the public domain through no act or failure
to act on the part of the Licensee; or (e) is independently developed by the
Licensee without any breach of this Agreement.  Disclosure of Confidential Information will not be precluded by this
Agreement if such disclosure is (i) necessary to establish rights under this
Agreement, or (ii) required by law or regulation or in response to a valid
order of a court or other governmental body of a country or political
subdivision thereof, provided that the Licensee notifies the Licensor of such
order on a timely basis and if possible prior to such disclosure; provided,
however, that the foregoing is subject to the Licensee's obligation, at its
expense, to make a good faith attempt to obtain a protective order prior to
such disclosure.




5.         REPRESENTATIONS AND WARRANTIES OF
THE PARTIES




a.         Legal
Authorization.  Each
party warrants and represents that it is legally authorized to enter into this
Agreement, that by doing so it does not violate any other agreements to which
it is a party, and that it has not previously and will not during the term of
this Agreement grant any rights to any third party that are inconsistent with
the rights granted by that party to the other party in this Agreement.




b.         Person Executing Agreement.  Each party warrants
and represents that the person executing this Agreement on its behalf is duly
authorized to execute and deliver this Agreement on its behalf.




c.         Employee, Agents, Independent
Contractor Confidentiality.  Each party warrants and represents that its
obligations will be performed by employees, agents or independent contractors
who have signed confidentiality agreement(s) that require such parties to
comply with confidentiality obligations substantially similar to those imposed
by this Agreement, including, but not limited to, Section 4 of this Agreement.




d.         Warranty of Title.  Licensor warrants that
it has full power and authority to grant the License granted by this Agreement
to Licensee and that, to the best of Licensor's knowledge, information, and
belief, this License will in no way constitute an infringement or other
violation of any copyright, trade secret, trademark, patent or other
proprietary right of any third party.




e.         Disclaimer of Any Other Warranty.  The limited
warranties set forth in this section 5 are in lieu of all other warranties,
express or implied, including but not limited
to the implied warranties of merchantability
and fitness for a particular purpose.  The
parties hereto confirm and acknowledge that no other warranties, express or
implied, have been made or exist with
respect to the subject matter of this agreement.


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6.         NO
CONSEQUENTIAL DAMAGES




Licensor shall not be liable to Licensee for
indirect, special, incidental, exemplary or consequential damages including
without limitation, damages for loss of business profits, business
interruption, loss of business information, and the like arising out of this
Agreement from any cause of action whatsoever, including contract, warranty,
strict liability, or negligence, or the use of the Properties or the Derivatives,
even if Licensor has been notified of the possibility of such damages.


7.         LIMITATION ON RECOVERY




Under no circumstances shall the liability of
Licensor to Licensee exceed the amounts paid by Licensee to Licensor under this
Agreement.


8.         INDEMNIFICATION


Licensee shall indemnify and hold harmless
Licensor from and against any liability or claims, including reasonable legal
fees and expenses, based upon Licensee's promotion, distribution, licensing, or
use of the Properties or the Derivatives, including but not limited to claims
of liability for false advertising, trademark infringement, service performance
or fraudulent marketing practices.  Licensor agrees to cooperate fully with
Licensee during such proceedings.  Licensee shall defend and settle at its sole
expense all proceedings arising out of the foregoing.




9.         TERMS
AND TERMINATION




a.         Effective Date.  This Agreement and the
License granted hereunder shall take effect upon the date that the License Fee
is paid to Licensor (the "Effective Date") and will remain in full force and
effect for a period of one year from the Effective Date unless sooner
terminated by either party pursuant to the terms of this Agreement (the
"Term").  Thereafter, this Agreement will automatically be renewed for consecutive
one (1) year periods unless either party provides the other party with written
notification, at least thirty (30) days prior to the expiration of the then
current Term of this Agreement, of its intention not to renew this Agreement.  




b.         Termination
for Failure to Perform.  Licensor has the right to terminate this
Agreement if Licensee has not paid its License Fee to Licensor as required by
Section 2.




c.         Default. 
Each party shall have the right to terminate this Agreement and the
License granted herein, subject to the right to cure as set forth in Section
9(d), upon the occurrence of any of the following events (an "Event of
Default"): (i) In the event the other party commits a material violation of
any provision of this Agreement; or (ii) in the event the other party: (A)
terminates or suspends its business; (B) becomes subject to any bankruptcy or
insolvency proceeding under Federal or state statute; (C) becomes insolvent or
subject to direct control by a trustee, receiver or similar authority; or (D)
has wound up, dissolved or 



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liquidated, voluntarily or
otherwise; or (iii) in the event of a change of control of Licensee, whereby a
majority of the outstanding shares of voting stock of Licensee is conveyed to
parties other than the current shareholders.




d.         Notice and
Opportunity to Cure.  Upon the occurrence of
an Event of Default, the non-defaulting party may deliver to the defaulting
party a Notice of Intent to Terminate that identifies in detail the Event of
Default. If such Event of Default remains uncured for thirty (30) days, the
non-defaulting party may terminate this Agreement and the License granted
herein by delivering to the defaulting party a Notice of Termination that
identifies the effective date of the termination, which date shall not be less
than thirty (30) days after the date of delivery of the Notice of Intent to
Terminate.




e.         Procedure. 
Within
ten (10) days after termination of this Agreement and the License granted
hereunder, Licensee shall return to Licensor, at Licensee's expense, all
materials which contain the Properties or the Derivatives, and deliver to
Licensor a certification, in writing signed by an officer of Licensee, that all
materials containing the technology, the unregistered or registered trademarks
and copyrights, and the products or the derivatives derived from the rights
licensed under this Agreement, have been returned and their use discontinued.




f.          No Waiver.  A party who alleges that the other party to this
Agreement has committed a breach of this Agreement will not waive any of its
rights, claims or remedies against the other party resulting from the breach by
exercising its right to terminate pursuant to Section 9 of this Agreement. 
Furthermore, a termination of this Agreement pursuant to Section 9 herein will
not relieve either party of fulfilling any of its duties, obligations or
covenants which arose prior to the effective date of the termination.




g.         Survival. 
Sections 2, 3, 4, 5, 6, 7, 8, 10, 11 and 12 shall survive any
termination of this Agreement.  Any sublicenses properly granted by Licensee in
compliance with this Agreement as of the effective date of termination will not
be affected by any termination of this Agreement and will remain in full force
and effect, subject to Section 10(g) of this Agreement.




10.       COVENANTS OF PARTIES 


a.         Use of Properties and Derivatives. 
Licensee
agrees to use the Properties and, if applicable, Derivatives only in the form
and manner and with the appropriate legends as prescribed from time to lime by
Licensor. Upon expiration or termination of this Agreement, Licensor may, if
Licensee does not do so, execute in Licensee's name and on Licensee's behalf,
any and all documents necessary in Licensor's reasonable judgment to end and
cause the discontinuance of Licensee's use of the Properties and Derivatives,
and Licensor is hereby irrevocably appointed and designated as Licensee's
attorney in fact to do so.




b.         Defense of Properties and
Derivatives.  In the event that Licensor or Licensee receives
notice, or is informed of any claim, suit or demand against either of them on
account of any alleged infringement, unfair competition or similar matter
relating to the Properties or Derivatives, they shall promptly notify the other
of any such claim, suit or demand.  At Licensor's direction and with its
approval, Licensee shall defend, compromise or settle any such claim, at
Licensee's sole cost and expense using attorneys of its own choosing, and
Licensor agrees to cooperate fully with Licensee in connection with the defense
of any such claim. 


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Licensor has the right at any time, in its sole
discretion, to elect to assume the defense and to defend, compromise or settle
any such claim at its expense, and if it does so, its decision with regard
thereto shall be final.




c.         Prosecution of Infringing Party. 
In the event that Licensor or Licensee shall receive notice or is informed
or learns that any third party, which either of them believes to be
unauthorized to use the Properties or Derivatives, is using them or any
potentially infringing variant of either or both of them, they shall promptly
notify the other of the facts relating to such alleged infringing use. 
Thereupon, upon direction and subject to the approval of Licensor, Licensee
shall at its expense take action against any such third person on account of
such alleged infringement.  Licensor shall have the right at any time to itself
make a demand against any such infringing party and to prosecute a claim
against such alleged infringing party for or on account of such infringement.




d.         Modification of Properties or
Derivatives.  From
time to time Licensor may modify the Properties or Derivatives.  Licensee shall
accept and use the Properties and, if applicable, Derivatives as so modified in
accordance with the written directives reasonably issued by Licensor to
Licensee.




e.         No Derogation.  Licensee
acknowledges and agrees that the Properties are the exclusive property of
Licensor, and Licensee asserts no claim and will hereafter assert no claim to
any ownership thereof by virtue of Licensee's licensed use thereof, or
otherwise.  Licensee agrees that it will not do or permit any act or thing to
be done in derogation of any of the rights of Licensor in connection with the
Properties and, if applicable, Derivatives, either during the Term of this
Agreement or thereafter, and that it will use and sublicense the use of the
Properties, and, if applicable, Derivatives, only for the uses and in the
manner permitted in this Agreement.




f.          Prohibition of Dispute.  Licensee agrees that it will
not, during or after the Term of this Agreement, in any way dispute or impugn
the validity of the Properties and Derivatives licensed hereunder, or the
rights of the Licensor thereto, or the rights of Licensor to use the same, both
during the term of this Agreement and after its expiration.




g.         Sublicensing.  Licensee
may not grant sublicenses to use the Properties without the express prior
written consent of the Licensor.




 




11.        NOTICES




All notices under this
Agreement are to be delivered by: (i) depositing the notice in the mail, using
registered mail, return receipt requested, addressed to the address below or to
any other address as the party may designate by providing written notice; (ii)
sending the notice by facsimile or email using the facsimile number or email
address set forth below or any other facsimile number or email address as the
party may designate by providing written notice; (iii) overnight delivery
service addressed to the address below or to any other address as the party may
designate by providing written notice; or (iv) hand delivery to the individual
designated below or to any other individual as the party may designate by
providing written notice. The notice shall be deemed delivered: (i) if by
registered mail, 


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four (4) days after the notice's
deposit in the mail; (ii) if by facsimile or email, on the date the notice is
delivered; (iii) if by overnight delivery service, on the day of delivery; and
(iv) if by hand delivery, on the date of hand delivery.




 





  
  	Licensor:	 	Licensee:
	 	 	 
	Wytec International, Inc.	 	Competitive Companies, Inc.
	19206 Huebner Road, Suite 202	 	19206 Huebner Road, Suite 202
	San Antonio, Texas 78258	 	San Antonio, Texas 78258
	Telephone No: (210) 233-8980	 	Telephone No: (210) 233-8980
	Email: whg@wytecintl.com	 	Email: whg@cci-us.com


  





12.       GENERAL PROVISIONS




a.         Limitation
on Use of Trademarks.  Licensee will obtain Licensor's prior written approval of
Licensee's use of Licensor's name or any trade name or trademark of Licensor or
its affiliates, unless such use is directly in connection with the use by
Licensee of the Properties and, if applicable, the Derivatives.




b.         Public
Communications.  The
parties to this Agreement will confer and agree upon all press releases or
public statements relating to this Agreement or the matters contained herein.
Neither party will make any public statements without the expressed written
approval of the other party.




c.         Complete
Agreement.  The
parties agree that this Agreement is the complete and exclusive statement of
the agreement between the parties, which supersedes and merges all prior
proposals, understandings and all other agreements, oral or written, between
the parties relating to this Agreement.




d.         Amendment. 
This
Agreement may not be modified, altered or amended except by written instrument
duly executed by both parties.




e.         Waiver.  The waiver or failure of
either party to exercise in any respect any right provided for in this
Agreement shall not be deemed a waiver of any further right under this
Agreement.




f.          Severability. 
If
any provision of this Agreement is invalid, illegal or unenforceable under any
applicable statute or rule of law, it is to that extent to be deemed omitted.
The remainder of the Agreement shall be valid and enforceable to the maximum
extent possible.




g.         Governing
Law and Venue.  This
Agreement will be governed by the laws of California without giving effect to
applicable conflict of laws provisions.  With respect to any litigation arising
out of or relating to this Agreement, each party agrees that it will be filed
in and heard by the state or federal courts with jurisdiction to hear such
suits located in Bexar County, Texas.


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h.         Read and
Understood.  Each
party acknowledges that it has read and understands this Agreement and agrees
to be bound by its terms.




i.          Assignment. 
Licensor
shall have the right to assign this Agreement, and all of its rights and
privileges hereunder to any other person, firm or corporation without
Licensee's prior consent.  Neither Licensee's interest in this Agreement nor
any of its rights or privileges hereunder shall be assigned, transferred,
shared or divided, voluntarily or involuntarily, by operation of law or
otherwise, in any manner, without the prior written consent of Licensor. 
Licensor's consent to any assignment of this Agreement shall in no event
constitute a novation, or change Licensee's liability hereunder.  Licensee
shall not in any event have the right to pledge, encumber, hypothecate or
otherwise give any third party a security interest in this Agreement in any
manner.




j.          Further
Action.  The
parties hereto shall execute and deliver all documents, provide all information
and take or forbear from all such action as may be necessary or appropriate to
achieve the purposes of this Agreement.




k.         Counterparts. 
This Agreement may be executed in several counterparts and all so
executed shall constitute one Agreement, binding on the parties hereto even
though the parties are not signatories to the original or the same counterpart.




l.          Facsimile
Signatures.  Facsimile
transmission of any signed original document, and the retransmission of any
signed facsimile transmission, shall be the same as delivery of the original
signed document. At the request of any party, a party shall confirm documents
with a facsimile transmitted signature by signing an original document.







m.        Parties in
Interest.  Nothing
herein shall be construed to be to the benefit of any third party, nor is it
intended that any provision shall be for the benefit of any third party.




n.         Force
Majeure.  Neither
party shall be in default or otherwise liable for any delay in or failure of
its performance under this Agreement if such delay or failure arises by any
reason beyond its reasonable control, including any act of God, the elements,
earthquakes, floods, fires, epidemics, riots, failures or delay in
transportation or communications, or any act or failure to act by the other
party or such other party's employees, agents or contractors; provided, however,
that lack of funds shall not be deemed to be a reason beyond a party's
reasonable control. The parties will promptly inform and consult with each
other as to any of the above causes which in their judgment may or could be the
cause of a delay in the performance of this Agreement.




o.         Headings. 
All section and paragraph titles or captions contained in this
Agreement are for convenience only and shall not be deemed part of the context
nor affect the interpretation of this Agreement.




p.         Independent
Contractors.  The
parties to this Agreement are independent contractors and not partners or joint
venture partners and nothing in this Agreement shall be construed to the
contrary.


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q.         Export
Restrictions.  The Properties are of U.S. origin.  Licensee agrees to
comply with all applicable U.S. and international laws that apply to the
Properties, including the U.S. Export Administration Regulations, as well as
end user, end use and destination restrictions issued by the U.S. and other
national governments.




r.          Rights
Cumulative.  All rights and remedies under this Agreement are cumulative
and none is intended to be exclusive of another.  No delay or omission in
insisting upon the strict observance or performance of any provision of this
Agreement, or in exercising any right or remedy, shall be construed as a waiver
or relinquishment of such provision, nor shall it impair such right or remedy.




s.         Attorneys'
Fees and Costs.  In
the event that either party must resort to legal action in order to enforce the
provisions of this Agreement or to defend such action, the prevailing party shall
be entitled to receive reimbursement from the nonprevailing party for all
reasonable attorneys' fees and all other costs incurred in commencing or
defending such action, or in enforcing this Agreement, including but not
limited to post judgment costs.






IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date written below their
respective signatures.






 




	
  WYTEC INTERNATIONAL, INC.	



   	



  COMPETITIVE COMPANIES, INC.
	
   

                                                                    

  Authorized Signature

  	



   	



   




                                                                        

  Authorized Signature

  
	
   

  William H. Gray                                          

  Print Name

  	
   	
   

  William H. Gray                                              

  Print Name

  
	

   

  Chief Executive Officer                               

  Title

  	

   	

   

  Chief Executive Officer                                    

  Title

  



                                                                                                                                                                        




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EXHIBIT A


 


DESCRIPTION OF LICENSED
PROPERTIES


 






INTELLECTUAL
PROPERTY ASSETS




The below tables contain a complete and accurate list along with
brief descriptions of all Intellectual Property Assets utilized, or which will
be utilized upon final development thereof, in the provision of products and
services under the WYQUOTE brand, whether owned or licensed business, including:


(a)        the assumed name and brand "WYQUOTE" (and all
derivatives thereof), all fictional business names, trade
names, registered and unregistered trademarks, common law marks, service marks
and applications ("Trademarks"); 


(b)        all patents, patent applications, and inventions and
discoveries that are or may be patentable ("Patents"); 


(c)        all copyrights in both published works and unpublished
works ("Copyrights"); 


(d)        all know-how, trade secrets, confidential information,
customer lists, technical information, data, process technology, plans,
drawings, and blue prints, owned, used or licensed in the provision of products
and services under the WYQUOTE brand.


Wytec International, Inc. is the sole creator and owner of all
right, title, and interest in and to each of the Intellectual Property Assets,
free and clear of all encumbrances, and has the sole and undiminished right to
the use of the Intellectual Property Assets without any liability for royalties
or other payments to a third party.  No Patent, Trademark, Copyright, Trade
Secret or other Intellectual Property Asset has been or is now involved in any
challenge, interference, reissue, reexamination, or legal proceeding, nor to Wytec
International, Inc.'s knowledge, is there any basis for any legal proceeding or
claim against Wytec International, Inc. with respect to the Intellectual
Property Assets.  To Wytec International, Inc.'s knowledge, no Intellectual
Property Assets violates or infringes upon any rights of any person or entity,
nor has any person or entity infringed upon or violated any rights of Wytec
International, Inc. in and to any Intellectual Property Assets.  The
Intellectual Property Assets used or necessary for use in connection with the
ability to provide products and services under the WYQUOTE brand are now owned
by Wytec International, Inc.  










  



	
  TRADEMARKS

  
	
  Mark

  	
  Basis

  	
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  PATENTS
	
   
	
  None.	
   	
   







  





 







  





	
  COPYRIGHTS

  
	
  Subject Matter

  	
  Basis

  	
  Status

  
	

  	

  	

  







  



  





	
   
	
   
	
  DOMAIN NAMES & INTERNET ADDRESSES

  
	
  Name

  	
  Status