freshideas10qsbex1016_71607.htm


    


    
      

      

    

    


    Exhibit
      10.16

    


    LICENSE
      AGREEMENT

    


    This
      LICENSE AGREEMENT (the
“Agreement”) is made and entered into as of the 2nd day of May, 2007, by and
      between Community Alliance, Inc, a Nevada corporation (the “LICENSOR”), and
      Frontier Digital Media, LLC.,  2014 Grider Oaks Ct., Bowling Green, KY
      42104, (the “LICENSEE”).

    


    


    WITNESSETH:

    


    WHEREAS,
      LICENSOR has all rights
      to the Know-How, Marketing Materials, Publications and Designs and Trademarks
      (collectively, the “INTELLECTUAL PROPERTY”), the ADVERTISING PRODUCT and the
      BUSINESS CONCEPT, all as defined below; and

    


    WHEREAS,
      LICENSEE desires to acquire the exclusive license to use the INTELLECTUAL
      PROPERTY in the LICENSED TERRITORY, as defined below, subject to the provisions
      and conditions set forth in this Agreement; and

    


    WHEREAS,
      LICENSOR is willing to grant
      to LICENSEE the exclusive license to use the INTELLECTUAL PROPERTY in the
      LICENSED TERRITORY, subject to the provisions and conditions set forth in this
      Agreement; and

    


    WHEREAS,
      LICENSOR desires to retain
      the rights to the INTELLECTUAL PROPERTY, the ADVERTISING PRODUCT and the
      BUSINESS CONCEPT for its own purposes, except in the LICENSED
      TERRITORY.

    


    NOW,
      THEREFORE, in consideration of
      the mutual promises, premises and obligations of the respective parties set
      forth herein, it is hereby contracted, covenanted and agreed as
      follows:

    


    1.  DEFINITIONS.

    


    1.01  “INTELLECTUAL
      PROPERTY”
shall mean all Know-How, Marketing Materials, Publications and Designs,
      Trademarks and all other materials, whether now existing or developed in the
      future, for use in the BUSINESS CONCEPT and used by the LICENSEE in the LICENSED
      TERRITORY.

    


    1.02   “BUSINESS
      CONCEPT” shall mean the overall use of all aspects of the granted license,
      including but not limited to the Advertising Product, Know-How, Marketing
      Materials, Publications and Designs and Trademarks, and other aspects of,
      methodologies involved in and programs for marketing the business of providing
      elementary schools free of charge with custom school take-home folders produced
      by Community Alliance that display advertising by community businesses in the
      LICENSED TERRITORY.

    


    1.03  “ADVERTISING
      PRODUCT”
shall mean the custom school take-home folder publications produced by Community
      Alliance that display advertising by community businesses, which are provided
      to
      elementary schools free of charge.  LICENSOR may add other advertising
      products from time to time.

    


    1.04  “KNOW-HOW”
shall
      mean
      the methods, skills, procedures, forms and operations developed by LICENSOR,
      as
      related to the ADVERTISING PRODUCT or products.

    


    
      
        
          
          

        

        
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    1.05  “TRADEMARKS”
shall
      mean
      the name “Community Alliance” and the associated logo, together with any
      trademarks that LICENSOR may add to the Business Concept in the
      future.

    


    1.06  “MARKETING
      MATERIALS”
shall mean any and all of the documents provided by LICENSOR to LICENSEE for
      the
      purpose of LICENSEE’S contracting with schools for the provision of school
      take-home folders produced by Community Alliance that display advertising by
      community businesses and selling advertisements to community
      businesses.

    


    1.07  “PUBLICATIONS
      AND
      DESIGNS” shall mean the custom school take-home folders and related advertising
      graphic design services provided by LICENSOR to LICENSEE in relation to the
      ADVERTISING PRODUCT.

    


    1.08  “TERRITORY”
shall
      mean
      the geographic area to which the LICENSEE shall have the exclusive license
      to
      operate the BUSINESS CONCEPT and use the INTELLECTUAL PROPERTY.

    


    2.  GRANT
      OF
      LICENSE.

    


    2.01   LICENSOR
      hereby
      grants to LICENSEE the exclusive license to use the INTELLECTUAL PROPERTY only
      within the LICENSED TERRITORY and nowhere else and for no other purpose, subject
      to the provisions and conditions set forth in this
      Agreement.  LICENSOR may not grant a license or any part of the
      BUSINESS CONCEPT or the use of the INTELLECTUAL PROPERTY to any other person
      or
      entity within or without the LICENSED TERRITORY.

    


    2.02   LICENSEE
      will not
      use the INTELLECTUAL PROPERTY outside the LICENSED
      TERRITORY.  LICENSEE will not use the INTELLECTUAL PROPERTY except in
      connection with the marketing, selling, promoting, advertising and/or
      distri­bution of the Advertising Product or products.

    


    3.  LICENSED
      TERRITORY.

    


    3.01  The
      Territory in which the license granted to the LICENSEE pursuant to this
      Agreement is effective is as follows:

    


    All
      Counties and territory west of
      Interstate Highway 75 in the State of Kentucky, all counties and territory
      East
      of Highway 24 in the State of Kentucky, all counties and territory South of
      the
      Northern state line of Kentucky , all counties and territory North of the state
      line of Kentucky between Highway 75 and Highway 24 from the southern State
      Line
      of Kentucky to the Northern State Line of Kentucky.  The licensed
      Territory shall also include the Counties of Robertson, Sumner, Trousdales,
      Rutherford, and Davidson in the State of Tennessee,

    


    4.  LAWFUL
      USE.

    


    4.01  LICENSEE
      represents and
      warrants that advertising and promotional materials and all other materials
      in
      connection with which the INTELLECTUAL PROPERTY used by LICENSEE under this
      Agreement shall be lawful.  LICENSEE shall use diligent efforts to
      provide in advance to LICENSOR copies or samples of the form of advertising,
      promotional materials and other materials used in connection with the
      INTELLECTUAL PROPERTY; said copies or samples to be sent to LICENSOR at its
      address for notice as hereinafter specified.

    


    


    
      
        
          
          

        

        
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    5.  LICENSE
      FEE.

    


    5.01
      For
      use of the INTELLECTUAL PROPERTY as described in this Agreement, LICENSEE agrees
      to pay to LICENSOR a license fee of ten thousand dollars ($10,000.00), on with
      an initial payment of Two Thousand Dollars ($2,000.00) ( the “Initial Payment”)
      to be paid with the signing of this Agreement, a second payment in the amount
      of
      Two Thousand Dollars ($2,000.00) to be paid on or before April 30, 2008, and
      the
      full balance of Six Thousand Dollars ($6,000.00) due on or before April
      30,  2009.

    


    5.02   All
      payments to
      be paid to LICENSOR pursuant to this Agreement shall be sent or delivered to
      LICENSOR at its address for notice as hereinafter spec­ified.

    


    5.03   All
      payments
      pursuant to this Agreement shall be in United States currency.

    


    5.04  Any
      payment not
      mailed by certified mail by LICENSEE to LICENSOR on or before the date on which
      the payment is to be paid shall be delinquent and overdue, and, at the election
      of LICENSOR, in its sole discretion, this Agreement may be considered void,
      unless LICENSOR extends the due date for the required payment.

    


    6.  PUBLICATION
      FEE AND
      PUBLICATION OF ADVERTISING PRODUCT.

    


    6.01
      In order to maintain the best
      quality control for the ADVERTISING PRODUCT or products, LICENSEE shall be
      required to use the graphic design and printing services of LICENSOR for the
      publication of the ADVERTISING PRODUCT or products.

    


    6.02  LICENSEE
      shall be
      required to submit the graphic files in connection with any advertisement to
      LICENSOR in a timely manner, but, in any event, not later than 45 days after
      the
      date of sale of the advertisement and not later than 30 days before the date
      of
      printing of the advertisement.

    


    6.03   LICENSEE
      shall
      pay to LICENSOR the sum of $1,900 as a publication fee for each individual
      school with which it contracts to provide the Advertising Product or
      products  not later than 45 days after the date of the contract and,
      in any event, not later than the date of the submittal of the graphics related
      to the product to the printer.

    


     7.  TRAINING.

    


    7.01   LICENSEE may
      request training from LICENSOR, which training, if agreed to by LICENSOR, shall
      be determined by LICENSOR and shall be at a time mutually agreed to by LICENSEE
      and LICENSOR.

    


    7.02   LICENSEE
      shall
      reimburse LICENSOR for all travel-related expenses, not to exceed
      $1,200.  All travel-related expenses exceeding $1,200 shall be paid by
      LICENSOR.

    


    8.  TERM/EXPIRATION.

    


               8.01  The
      term of this Agreement shall begin immediately upon execution of this Agreement
      and shall expire sixty (60) months thereafter.

    


         8.02  This
      Agreement is subject to renewal or extension by the parties; provided, however,
      any such renewal or extension must be agreed upon, in writing, at least six
      (6)
      months prior to the end of the initial five (5)-year term hereof and LICENSEE
      has satisfied the minimum performance standards of having contracted with at
      least 25 schools.

    


    
      
        
          
          

        

        
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    9.  TERMINATION.

    


    9.01  LICENSOR
      shall have the right to terminate this Agreement upon thirty (30) days’ written
      notice to LICENSEE in the event that LICENSEE fails to contract with a minimum
      of 15 schools in any given school year, with the exception of the first school
      year terminating after the date of the execution of this Agreement.

    


    


    9.02  LICENSOR
      shall have the right to terminate this Agreement upon thirty (30) days’ written
      notice to LICENSEE in the event that any breach or vio­lation by LICENSEE of
      any material provision set forth in the Agreement shall continue for a period
      of
      thirty (30) days following notice of such breach or viola­tion given to
      LICENSEE by LICENSOR.

    


    9.03  Upon
      the expiration or termination of this Agreement, LICENSEE will promptly
      discontinue any and all use of the INTELLECTUAL PROPERTY.

    


    9.04  Upon
      the expiration or termination of this Agreement, LICENSEE will destroy and/or
      delete the INTELLECTUAL PROPERTY from all of LICENSEE's publications,
      stationery, business cards, promotional materials, computer hard-drives and
      all
      other documents related to the Advertising Product.

    


    10.  ASSIGNABILITY.

    


    10.01  LICENSOR
      shall
      retain the right to assign any and all of its rights and interests in this
      Agreement and the INTELLECTUAL PROPERTY, subject to the limitations set forth
      herein.  This Agreement shall be binding upon any such assignee as
      well as upon any successor of LICENSOR in ownership or control of the
      INTELLECTUAL PROPERTY. LICENSEE shall not assign or license any of its rights
      under this Agreement without the prior written consent of LICENSOR, which
      con­sent shall be given or withheld in LICENSOR's sole
      discretion.

    


    11.  PROPERTY
      RIGHTS.

    


    11.01  Other
      than the limited license granted herein, all right, title and interest in and
      to
      the INTELLECTUAL PROPERTY is owned and expressly reserved by LICENSOR for its
      own use and benefit, subject to the terms and conditions of
      this Agreement.

    


    11.02  Except
      as relates to the enforcement of any rights granted to LICENSEE
      hereunder, LICENSEE will not at anytime challenge the validity or
      enforce­ability of the INTELLECTUAL PROPERTY and/or of any registrations
      thereof, or challenge the LICENSOR'S ownership right, title or interest in
      or to
      the INTELLECTUAL PROPERTY or that of any successor, assignee, affiliate or
      subsidiary of LICENSOR.

    


    12.  RELATIONSHIP
      OF THE PARTIES.

    


    12.01   This
      Agreement
      does not create an employment, partnership, joint venture or agency relationship
      between the parties, and neither LICENSEE nor LICENSOR shall have any right,
      power or authority to act as a legal representative of the other, and neither
      party shall have any power to obligate or bind the other, or to make any
      representations, express or implied, on behalf of or in the name of the other in
      any manner or for any purpose whatsoever.

    


    
      
        
          
          

        

        
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    13.  LIABILITY.

    


    13.01  LICENSOR
      shall have
      no liability whatsoever to LICENSEE or any other person or entity for
      or on account of any injury, loss or damage, of any kind or
      nature, sustained by or any damage assessed or asserted against, or any other
      liability incurred by or imposed upon LICENSEE or any other person or entity,
      arising out of or in connection with or resulting from:

    


    (i)  the
      production, marketing, distribution, use, offer for sale or sale of any
      ADVERTISING PRODUCT and/or products and materials under this Agreement;
      or

    


    (ii)  any
      advertising or other promotional activities by LICENSEE with respect to the
      ADVERTISING PRODUCT and/or products and materials under the INTELLECTUAL
      PROPERTY or this Agreement.

    


    14.  INFRINGEMENT.

    


    14.01   LICENSEE
      shall immediately notify LICENSOR of any unauthorized use and/or suspected
      infringement of the INTELLECTUAL PROPERTY.  Such notification shall
      include, without limitation, immediately forwarding to
      LICENSOR any and all documents relating to any such unauthorized
      use or suspected infringement and providing LICENSOR with any and all facts
      and
      circumstances relating to such unauthorized use or suspected
      infringement.

    


    14.02   LICENSOR
      shall have the primary, and in the first instance sole, right to institute
      a
      suit for infringement, unfair com­petition or other action with respect to
      any unauthorized use or suspected
      infringement.  LICENSOR shall have the sole discretion to determine
      how to handle or otherwise deal with any infringement or unauthorized use of
      the
      INTELLECTUAL PROPERTY, including the right to settle or
      otherwise compromise any dispute or suit, and shall promptly notify LICENSEE
      of
      its decision.  LICENSOR shall have no duty to initiate such litigation
      if, in its sole judgment, such litigation is not
      warranted or is not in its best
      interests.

    


    14.03   LICENSEE
      may join and be represented in, at its own expense by its own counsel, any
      proceeding relating to any unauthorized use or suspected infringement to prove
      its own interests.

    


    14.04   LICENSEE
      agrees that it shall, at all times, reasonably cooperate with LICENSOR and
      its
      counsel, in all respects, with respect to any unauthorized use or suspected
      or
      alleged infringement at LICENSOR's expense, including, but not limited to,
      having LICENSEE's principals, directors, employees, officers and/or agents
      testify, and making available any records, papers, information, specimens and
      the like when requested by LICENSOR.

    


    14.05  Any
      damages and/or recovery received pursuant to such litigation or settlement
      or
      compromise shall be the sole and exclusive property of LICENSOR.

    


    14.06   If
      LICENSOR decides, in its discretion, not to take any action with respect to
      an
      unauthorized use or suspected infringement, then LICENSEE may, at its
      own option and sole expense, take such action on its own behalf as it deems
      appropriate and any damages, recovery, settlement or compromise obtained thereby
      shall be for the account of LICENSEE.

    


    


    
      
        
          
          

        

        
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    15.  INDEMNIFICATION.

    


    15.1  LICENSEE
      agrees to defend, indemnify and hold harmless LICENSOR, its principals,
      directors, officers, employees and/or agents, from and against any and all
      liabilities, penalties, claims, demands, suits and causes of action of any
      nature whatsoever, whether groundless or otherwise, and any and all
      dam­ages, costs and expenses sustained or incurred (including costs of
      defense, settlement and reasonable attorneys' fees), asserted by or on behalf
      of
      any person or entity arising out of the production, marketing, distribution,
      use, offer for sale or sale of any ADVERTISING PRODUCT and/or products and
      materials under the INTELLECTUAL PROPERTY by LICENSEE or under this Agreement,
      or out of any breach of representation or warranty by LICENSEE, or out of the
      negligent acts or omissions or LICENSEE, its agents, representatives and/or
      employees, in connection with the production, manufacture, distribution, use,
      offer for sale or sale of any ADVERTISING PROD­UCT and/or products and
      materials under the INTELLECTUAL PROPERTY by LICENSEE or under this Agreement.
      Further, LICENSEE must defend any such actions with counsel of its own
      choosing.

    


    15.2  LICENSOR
      agrees to defend, indemnify and hold harmless LICENSEE, its principals,
      directors, officers, employees, and/or agents, from and against any and all
      liabilities, penalties, claims, demands, suits and causes of action of any
      nature whatsoever, whether groundless or otherwise, and any and all
      dam­ages, costs and expenses sustained or incurred (including cost of
      defense, settlement and reasonable attorneys' fees), asserted by or on behalf
      of
      any person or entity arising out of an allegation of superior rights by a third
      party in and to the INTELLECTUAL PROPERTY.  Further, LICENSOR may
      defend any such action with counsel of its own choosing; shall have the right
      to
      settle or compromise any such dispute or action when, in its sole judgment,
      settlement or compromise is warranted; and shall have the sole right to decide
      whether to appeal any adverse decision of a tribunal in any action.

    


    16.   BEST
      EFFORTS.

    


    16.1  LICENSEE
      has neither an express nor an implied duty to promote, advertise, market or
      sell
      the ADVERTISING PRODUCT, unless otherwise expressly provided
      herein.

    


    16.2   LICENSEE
      shall use its discretionary business judgment to determine to what extent,
      if
      any, it shall exploit the rights granted to it under this
      Agreement.

    


    17.  SEVERABILITY.

    


    17.1   If
      any part,
      term or provision of this Agreement shall be found to be illegal, unenforceable
      or in conflict with any valid controlling law, the validity of the remaining
      portions of any provisions, and any other provisions in this Agreement, shall
      not be affected thereby.

    


    18.  INTEGRATION;
      ALTERATION.

    


    18.1   Integration.  This
      Agreement contains the entire understanding between the parties and supersedes
      all other agreements, representations and warranties, express or implied,
      between the parties concerning the INTELLECTUAL PROPERTY.

    


    18.2   Alteration.  Any
      modification or amendment of this Agreement shall be effective if made in
      writing and signed by both parties.

    


    


    
      
        
          
          

        

        
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    19.  GOVERNING
      LAW.

    


    This
      Agreement shall be construed and interpreted, and its performance shall be
      governed, by the substantive laws of the State of Colorado.  Any
      lawsuit relating to the enforcement, interpretation or construction of this
      Agreement shall be brought in a court in Denver, Colorado.

    


    20.  NOTICES.

    


    Any
      and
      all notices or other writings that are required or permitted under any of the
      provisions of this Agreement shall be in writing and shall be deemed
      sufficiently delivered if mailed by Certified Mail, addressed to the party
      concerned as follows:

    


    (a)  if
      addressed to LICENSOR:

    


    Mr.
      Phil
      E. Ray, President

    Community
      Alliance, Inc.

    558
      Castle Pines Parkway, Suite b4-158

    Castle
      Rock, Colorado 80108

    Phone:  303-814-0076

    Fax:  303-730-7947

    and

    


    
      	
               

            	
              (b)  if
                addressed to LICENSEE:

            


    

    


    
      	
               

            	
              Frontier
                Digital Media, LLC

            


    

    Attn:
      Janel Dunda

    2014
      Grider Oaks Ct.

    Bowling
      Green, KY 42104

    Phone:  270-846-0299

    


    or
      any
      other addresses of which either party shall notify the other in
      writing.

    


    IN
      WITNESS WHEREOF, the parties
      hereto have caused this Agreement to be executed on the date first above written
      as indicated below.

     

                                        
      LICENSOR:

                                        
      COMMUNITY ALLIANCE, INC.

    


                                        By:
      /s/ Phil E. Ray___________________

    


    Title:
      President_____________________

    


    Date:
May
      2,
      2007__________________

    


    LICENSEE:

    


    FRONTIER
      DIGITAL MEDIA,
      LLC

     

    
                                          By: 
        /s/ Patrick
        Dunda___________

      


      
        Title:
          Manager  ________________



      Date:
May
        2,
        2007_____________




    
      
        
          
          

        

        
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