A.C. Simmonds and Sons Inc 10-Q


Exhibit 10.7


 


MASTER LICENCE
AGREEMENT 


 


THIS AGREEMENT made the
16th day of April, 2014,


 


BETWEEN:


 


DONALD MEADE, an individual residing at the Town of Barrie,
Province of Ontario (hereinafter called “Donald”)


 


-and-


 


RX100 Inc. a corporation incorporated pursuant to the
laws of the Province of Ontario and any and all related companies (hereinafter called “RX”)


 


-and-


 


BLVD HOLDINGS INC. a corporation incorporated pursuant
to the laws of the State of Nevada (hereinafter called “the Licensee”)


 


WHEREAS Donald is the owner of certain
patented and non-patented technology and knowhow relating to insect & mold/prevention remediation encompassed in the RX100TM
product line (“Licenced Product”);


 


AND WHEREAS Donald desires to grant
an exclusive, perpetual Licence to the Licenced Product and its derivatives to the Licensee in exchange for the consideration
set out herein;


 


NOW THEREFORE THIS AGREEMENT WITNESSES
the parties hereto agree as follows:


 


ARTICLE 1 - INTERPRETATION


 


		1.01	Definitions



 


In this Agreement, unless something
in the subject matter or context is inconsistent therewith:


 


		(a)	“Agreement”
                                         means this agreement and all amendments made hereto by written agreement between the
                                         parties names above;



 


		(b)	“Business
                                         Day” means a day other than a Saturday, Sunday or statutory holiday in Ontario;



 


		(c)	“Closing”
                                         “Closing Date” and “Time of Closing” means the date on which
                                         the Consideration Shares, defined below, are issued and delivered to Donald or such other
                                         date as may be agreed to in writing between the Vendor and the Purchaser;



 


		(d)	“Licence”
                                         as defined at Section 6.03;



 


		(e)	“Licenced
                                                               Product” means Rx100 Product lines and all other related products and derivatives for detecting and stopping mold at
                                                               the source and insects;



 


		(f)	“Parties”
                                         means RX, Licensee and Donald;



 


		(g)	“Patents” means any patents that issue naming the
                                         Vendor as Inventor with claims directed to Licenced Product;



 


		(h)	“Revenues” means all revenues from the sale of
                                         Licenced Products;



 


		(i)	“Territory” means worldwide; and,



 


		(j)	“Vendor” means Donald
                                         and RX.



 


    	 



    	 



    

 


		1.02	Headings



 


The division of this Agreement
into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction
or interpretation of this Agreement. The terms “this Agreement”, “hereof’, “hereunder” and
similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any
agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein
to Articles and Sections are to Articles and Sections of this Agreement.


 


		1.03	Extended Meanings



 


In this Agreement words
importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall
include the feminine and neuter genders and vice versa and words importing persons shall include individuals, partnerships,
associations, trusts, unincorporated organizations and corporations.


 


		1.04	Currency



 


All references to currency herein are to lawful money of
Canada unless otherwise specified.


 


ARTICLE 2 - CONSIDERATION


 


2.01                     Upon Closing, the Licensee shall issue to
the Vendor 1,100,000 common shares of the Licensee (“Consideration Shares”). The parties agree that the Licensee shall
hold the Consideration Shares in escrow for six (6) months following issuance to Vendor as security for the covenants made by
the Vendor under this Agreement. The Consideration Shares may further be subject to further regulatory escrow or hold as may be
required by securities regulators and subject to liquidity in market. Following the six (6) month hold and such further regulatory
hold as may be required by law, the Consideration Shares shall be delivered to the Vendor.


 


2.02                     The Licensee shall
further pay a royalty of 7% to the Vendor of all Revenues generated by the sale of the Licenced products in perpetuity.


 


2.03                     In consideration for the foregoing,
the Vendor hereby agrees to irrevocably grant the Licence to the Licensee.


 




    	 



    	 



    

 


ARTICLE 3 - REPRESENTATIONS AND WARRANTIES


 


		3.01	Vendor’s Representations and Warranties



 


Each Vendor represents
and warrants to the Licensee, which representations and warranties shall survive Closing, that:


 


		(a)	the Vendor is the legal, beneficial                                          and registered
                                                                owner of the Licenced Product and Patents and said Licenced Product and Patents, technical knowhow, trade and industrial
                                                                secrets are and shall remain free and clear of all liens, charges, claims, debts, liabilities
                                                                or encumbrances and any other rights of others that would interfere with the sale, production
                                                                and marketing of the Licenced Product;



 


		(b)	there                                          are no third-party rights or agreements that
                                                                may encumber the Licencee’ s first priority security interest in the Consideration Shares;



 


		(c)	there are no outstanding orders,                                          notices or similar
                                                                requirements relating to the Vendor or any member thereof issued by any building, environmental, fire, health, labour
                                                                or police authorities or from any other federal, provincial or municipal authority and
                                                                there are no matters under discussion with any such authorities relating to orders, notices
                                                                or similar requirements;



 


		(d)	no                                          member of the Vendor is a party to any contract
                                                                or commitment outside the usual and ordinary course of business; and none is a party to or bound by any contract or
                                                                commitment                                          to pay any royalty, licence fee or management fee;



 


		(e)	there are no actions, suits or                                          proceedings (whether
                                                                or not purportedly on behalf of the Vendor or any member thereof) pending or threatened against or materially adversely
                                                                affecting, or which could materially adversely affect, the Vendor, the Licensee or any
                                                                member thereof or the Licensee’s interest in the Licenced Product;



 


		(f)	all                                          trademarks, trade names, patents and copyrights,
                                                                both domestic and foreign, related to, used in or required for the proper carrying on of the Licence are legally,
                                                                validly and beneficially owned by the Vendor or any member thereof with the sole and
                                                                exclusive right to use the same and are in good standing and duly registered in all appropriate
                                                                offices to preserve the right thereof and thereto, and none are beneficially owned directly
                                                                or indirectly by either of the Vendors or related persons;



 


		(g)	the conduct of the Vendor or any                                          member thereof does
                                                                not infringe upon the trademarks, trade names, patents or copyrights, domestic or foreign, of any other person;
                                                                and,



 


The covenants of the
Vendor set forth in this Agreement shall survive the completion of this agreement herein provided for and, notwithstanding such
completion, shall continue in full force and effect for the benefit of the Vendor in accordance with the terms thereof


 




    	 



    	 



    

 


		3.02	Licensee’s Representations and Warranties



 


The Licensee represents
and warrants to the Vendor, which representations and warranties shall survive Closing after one year, that:


 


		(a)	the Licensee is a corporation duly
                                         incorporated, organized and subsisting under the laws of the State of Nevada; and,



 


		(b)	the Licensee has good and sufficient
                                         power, authority and right to enter into and deliver this Agreement and to complete the
                                         transactions to be completed by the Licensee contemplated hereby.



 


ARTICLE 4 - COVENANTS


 


		4.01	Taxes



 


The Licensee does not assume
and shall not be liable for any taxes under the Income Tax Act (Canada) or any other taxes whatsoever which may be or become
payable by the Vendor including, without limiting the generality of the foregoing, any taxes resulting from or arising as a consequence
of this agreement by the Vendor to the Licensee of the Shares herein contemplated, and the Vendor shall indemnify and save harmless
the Licensee from and against all such taxes.


 


		4.02	Covenants of the Vendor



 


(1)The Vendor shall indemnify
and save harmless the Licensee or any member thereof of any claims and demands whatsoever from any third-party including, without
limiting the generality of the foregoing, liabilities, claims and demands for income, sales, excise or other taxes, of or in connection
with the Vendor or any member thereof existing or incurred up to and following the Closing Date which have not or do not arise
in the usual and ordinary course of business of the Vendor.


 


(2)The Vendor shall
indemnify and save harmless the Purchaser from and against all losses, damages or expenses directly or indirectly suffered by
the Purchaser resulting from any breach of any covenant of the Vendor contained in this Agreement or from any inaccuracy or misrepresentation
in any representation or warranty set forth in Section 3.01.


 


		4.03	Covenants of the Licensee



 


(1)The Licensee shall
ensure that the representations and warranties of the Licensee set out in Section 3.02 over which the Licensee has reasonable
control are true and correct at the Time of Closing and that the conditions of closing for the benefit of the Vendor over which
the Vendor has reasonable control have been performed or complied with by the Time of Closing.


 


(2)The Licensee shall
indemnify and save harmless the Vendor from and against all losses, damages or expenses directly or indirectly suffered by the
Vendor resulting from any breach of any covenant of the Licensee contained in this Agreement or from any inaccuracy or misrepresentation
in any representation or warranty set forth in Section 3.02.


 




    	 



    	 



    

 


ARTICLE 5 - CONDITIONS


 


		5.01	Conditions for the Benefit of the Licensee



 


(1)        The closing of the
transactions contemplated herein is subject to the following conditions which are for the exclusive benefit of the Licensee to
be performed or complied with at or prior to the Closing Date:


 


		(a)	the representations and warranties                                          of the Vendor set
                                                                forth in Section 3.01 shall be true and correct at the Time of Closing with the same force and effect as if made at
                                                                and as of such time;



 


		(b)	the Vendor shall have performed                                          or complied with all
                                                                of the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor at or prior
                                                                to the Time of Closing;



 


		(c)	the Vendor and all directors,                                          officers of the Vendor
                                                                or any member thereof shall release the Licensee or any member thereof from any and all possible claims against the
                                                                Vendor or any member thereof arising from any act, matter or thing arising at or prior
                                                                to the Time of Closing;



 


		(d)	there shall be a comprehensive                                          pro forma
                                                                non-competition agreement with objectively reasonable terms entered into between the Licensee, the Vendor or any member
                                                                thereof preventing the Vendor from competing, detracting or undermining the Licencee’s
                                                                rights and interests in the Licenced Product;



 


		(e)	In case any term or covenant of                                          the Vendor or
                                                                condition to be performed or complied with for the benefit of the Licensee at or prior to the Time of Closing shall
                                                                not have been performed or complied with at or prior to the Time of Closing, the Licensee
                                                                may, without limiting any other right that the Licensee may have, at its sole option:



 


		(i)	rescind this Agreement by notice to the Vendor, and in such
                                         event the Licensee shall be released from all obligations hereunder at which time the Vendor agrees
                                         to pledge and assign its Consideration Shares back to the Licensee; or



 


		(ii)	waive compliance with any such term, covenant or condition
in whole or in part on such terms as may be agreed upon without
prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole
or in part.



  


(2)        The Vendor shall indemnify and
save harmless the Licensee from and against any liabilities whatsoever arising from any breach of this Agreement. The Vendor agrees
to grant a first priority security interest to the Licensee with respect to the Consideration Shares and this Agreement shall
constitute a security agreement for the purposes of the Licensee perfecting its security interest in the Consideration Shares.
The Vendor further pledges and agrees to surrender and assign all Consideration Shares to the Licensee in the event the Vendor
commits any breach of this Agreement.


 




    	 



    	 



    

 


		5.02	Conditions for the Benefit of the Vendor



 


 (1)          The Licence granted by the Vendor and the purchase by the Licensee is subject to the following conditions which are for the exclusive benefit of the Vendor to be performed or complied with at or prior to the Time of Closing:




 


		(a)	the representations                                          and
                                                               warranties of the Licensee set forth in Section 3.02 shall be true and correct at the Time of Closing with the same force and
                                                               effect as if made at                                          and as of such time;



 


		(b)	the                                          Licensee shall have performed
                                                               or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the
                                                               Licensee at or prior                                          to the Time of Closing;



 


		(c)	Donald shall be entitled to                                          enter into an
                                                               employment contract with the Licensee on terms reasonable in the industry, including the usual car allowances, benefits,
                                                               non-competition                                          and non-solicitation provisions, and Donald’s title and
                                                               starting salary shall be                                          reached as set out below:



 


	Name		Position		Annual Base Salary Term
	Donald Meade	 	President of RX100 Remedy Inc. $120,000	 	3
years



  


ARTICLE 6 - GENERAL


 


		6.01	Further Assurances



 


Each of the Vendor
and the Licensee shall from time to time execute and deliver all such further documents and instruments and do all acts and things
as the other party may, either before or after the Closing Date, reasonably require to effectively carry out or better evidence
or perfect the full intent and meaning of this Agreement.


 


		6.02	Term and Termination



 


The term of this Agreement will commence on the Closing
Date and shall continue in perpetuity.


 


		6.03	Licence



 


Subject to the
consideration agreed to above, the Licence granted under this agreement is a complete assignment and transfer from the Vendor
to the Licensee of any and all rights, royalties, profits, revenues, use, enjoyment, patents, knowhow, trade secret, import, export,
manufacture, distribution, market, sale, control of the Licenced Product throughout the Territory.


 


		6.04	Patent and Patent Infringement



 


		a)	In the event that a third party is infringing upon the Patents,
the Licensee shall have the right to enforce such Patents against such third party including the commencement of legal proceedings.
Should the Licensee commence legal proceedings to enforce the Patents, it shall be entitled to add the Vendor as parties to such
a proceeding. The Vendor shall also be entitled to retain their share
of any funds received as a result of the settlement or judgment of such legal proceeding.



 




    	 



    	 



    

 


		b)	The Parties may also agree to jointly
                                         pursue infringers. After payment to the Parties of their respective costs and fees (including
                                         without limitation reasonable attorney’s fees) incurred in prosecuting any such
                                         actions, the net funds obtained as a result of settlement or judgment of any such jointly-prosecuted
                                         action shall be divided in the proportion to the amount of legal fees and costs incurred
                                         by the Parties in the prosecution of such actions. If the recovered funds are insufficient
                                         to pay all such costs and fees then all of the funds shall be paid to the Parties in
                                         such proportion as the fees and costs incurred by the Parties in prosecuting the legal
                                         action.



 


		c)	The Licensee
                                         shall be responsible for prosecuting, defending and maintaining the Patents but the Vendor
                                         agrees to indemnify the Licensee for costs arising from same.



 


		d)	If the Vendor
                                         make an invention, during the term of this Agreement, that leads to the issuance of a
                                         patent or any patent containing claims directed to the Licenced product for, such patents
                                         shall be included in the definition of Patent and shall be subject to the terms of this Agreement.



 


		6.05	Time of the Essence



 


Time shall be of the essence of this Agreement.


 


		6.06	Commissions



 


The Vendor shall
indemnify and save harmless the Licensee from and against any claims whatsoever for any commission or other remuneration payable
or alleged to be payable to any person in respect to this agreement, whether such person purports to act or have acted for the
Vendor or the Licensee in connection with this agreement.


 


		6.07	Legal Fees



 


Each of the parties
hereto shall pay their respective legal and accounting costs and expenses incurred in connection with the preparation, execution
and delivery of this Agreement and all documents and instruments executed pursuant hereto and any other costs and expenses whatsoever
and howsoever incurred.


 


		6.08	Public Announcements



 


No public announcement
or press release concerning this agreement shall be made by the Vendor or the Licensee without the prior consent and joint approval
of the Vendor and the Licensee.


 


		6.09	Benefit of the Agreement



 


This Agreement shall
enure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and permitted assigns
of the parties hereto.


 




    	 



    	 



    

 


		6.10	Entire Agreement



 


Subject to
the non-competition agreement and employment contract contemplated in this agreement and to be entered into by the parties at
a later date, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof
and cancels and supersedes any prior understandings and agreements, written or otherwise, between the parties hereto with respect
thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied
or statutory, between the parties other than as expressly set forth in this Agreement.


 


		6.11	Amendments and Waiver



 


No modification
of or amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by both of the parties
hereto and no waiver of any breach of any term or provision of this Agreement shall be effective or binding unless made in writing
and signed by the party purporting to give the same and, unless otherwise provided, shall be limited to the specific breach waived.


 


		6.12	Assignment



 


This Agreement
may not be assigned by the Vendor without the written consent of the Licensee but may be assigned by the Licensee without the
consent of the Vendor to an affiliate of the Licensee, provided that such affiliate enters into a written agreement with the Vendor
to be bound by the provisions of this Agreement in all respects and to the same extent as the Licensee is bound and provided that
the Licensee shall continue to be bound by all the obligations hereunder as if such assignment had not occurred and perform such
obligations to the extent that such affiliate fails to do so.


 


		6.13	Notices



 


Any demand,
notice or other communication to be given in connection with this Agreement shall be given in writing and shall be given by personal
delivery, by registered mail or by electronic means of communication addressed to the recipient as follows:


 


To the Vendor: 



303-336 Yonge

Barrie, Ontario L4N 4C8

 Attention: Donald Meade


 


To the Licensee:



 3565 King Road, Unit 102

King City, ON L7B 1M3

[Fax No.]: 905-833-9847


__________ Attention:


Carrie Weiler



 


    	 



    	 



    

 


or to such other address, individual or electronic
communication number as may be designated by notice given by either party to the other. Any demand, notice or other communication
given by personal delivery shall be conclusively deemed to have been given on the day of actual delivery thereof and, if given
by registered mail, on the 5th Business Day following the deposit thereof in the mail and, if given by electronic communication,
on the day of transmittal thereof if given during the normal business hours of the recipient and on the Business Day during which
such normal business hours next occur if not given during such hours on any day. If the party giving any demand, notice or other
communication knows or ought reasonably to know of any difficulties with the postal system which might affect the delivery of
mail, any such demand, notice or other communication shall not be mailed but shall be given by personal delivery or by electronic
communication.


 


		6.14	Governing Law



 


This Agreement shall be
governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.


 


		6.15	Attornment



 


For the purpose of all legal
proceedings this Agreement shall be deemed to have been performed in the Province of Ontario and the courts of the Province of
Ontario shall have jurisdiction to entertain any action arising under this Agreement. The Vendor and the Licensee each hereby
attorns to the jurisdiction of the courts of the Province of Ontario.


 


IN WITNESS WHEREOF the parties have executed this Agreement
SIGNED, SEALED AND DELIVERED


 


In the presence of:


 


	/s/ Carrie Weiler	 	/s/ Donald Meade	 	April 16, 2014
	Witness	 	DONALD MEADE	 	 
	 	 	 	 	 
	/s/ Carrie Weiler	 	/s/ Donald Meade	 	April 16, 2014
	Witness	 	RX100 INC.	 	 
	 	I have authority to bind the corporation
	 	 	 	 	 
	/s/ Carrie Weiler	 	/s/ John G. Simmonds	 	April 16, 2014
	Witness	 	BLVD HOLDINGS, INC.	 	 
	 	I have authority to bind the corporation