vivakor_8k-ex1011.htm

 

    
      

    

    


    Exhibit
10.11

    


    LICENSE
AGREEMENT

     

    Between

     

    Regeneca
International Inc.

     

    and

     

    Vivakor
Inc.

     

    


     

    This agreement (“Agreement”) is made
and entered into by and between Regeneca International Inc., a Nevada
corporation with principal offices in Irvine, California, (“LICENSEE”) and
Vivakor, Inc. a Nevada corporation with principal offices in Coralville, Iowa,
(“VIVAKOR”), collectively referred to as the “Parties” and individually as a
"Party."

    


    WITNESSETH:

    


    WHEREAS,
VIVAKOR is the owner of a certain intellectual property related to various
nutraceutical formulations, including, but not limited to
VivaBoost,  as well as possible future formulations that may be
developed by VIVAKOR for LICENSEE; and

    


    WHEREAS,
VIVAKOR desires that such intellectual property be commercialized into the
consumer markets; and

    


    WHEREAS,
LICENSEE has represented that it has certain marketing, manufacturing and
financial capabilities, and that it shall commit itself to a thorough and
diligent program of development and commercialization of VIVAKOR’s intellectual
property into the consumer markets; and

    


    WHEREAS,
VIVAKOR is willing to grant to LICENSEE, and LICENSEE is willing to accept, a
license to use VIVAKOR’s intellectual property, upon the terms and conditions
set forth below.

    


    NOW
THEREFORE, in consideration of the mutual covenants and premises contained in
this Agreement, the receipt and sufficiency of which is acknowledged, the
Parties agree as follows:

    


    


    ARTICLE I –
DEFINITIONS

    


    
      	
              1.01

            	
              “LICENSED
      PRODUCT” shall mean any of VIVAKOR’s proprietary products or technologies
      relating to the ingredients, production and manufacture of VivaBoost, as
      well as possible future formulations and products that may be developed by
      VIVAKOR for LICENSEE, including any products or technologies that are made
      part of this AGREEMENT and become within the scope of trade secrets as
      defined under the Uniform Trade Secrets Act or United States
      PATENT RIGHTS that may be acquired in the future.  Such future
      formulations and products shall be added to this Agreement through future
      written amendments as mutually agreed to by the
  Parties.

            


    

    


    
      	
              1.02

            	
              “PATENT
      RIGHTS” shall mean each United States patent application filed for
      protection of LICENSED PRODUCT; each patent issuing from the foregoing
      applications; each divisional, continuation, or continuation-in-part
      application of the foregoing United States applications; each equivalent
      patent application in each country other than the United States which
      claims priority under such applications; each patent issuing from the
      foregoing applications; and each extension or reissue of such
      patents.

            


    

     

    
      	
              1.03 

            	
              “EFFECTIVE
      DATE” shall mean the date this Agreement has been executed by the last
      Party.

            


    

    


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    


    ARTICLE II - LICENSE
GRANT

    


    
      	
              2.01

            	
              Grant.
      VIVAKOR grants to LICENSEE an exclusive license to use, and sell the
      LICENSED PRODUCTS in the Distribution Territory, and to grant sublicenses
      of the same scope, during the term of this
  Agreement.

            


    

    


    
      	
              2.02

            	
              Exclusive
      Distribution Agreement.  In addition to the grant for the
      exclusive license of the LICENSED PRODUCT, LICENSEE shall be the exclusive
      distributor of the LICENSED PRODUCT. As long as VIVAKOR is able to meet
      LICENSEE’s production demand in a reasonable time frame, LICENSEE is
      required to purchase all LICENSED PRODUCT from
  Vivakor.

            


    

    


    
      	
              2.03

            	
              Reservation.
      VIVAKOR reserves an irrevocable, nonexclusive, royalty-free right to
      utilize any LICENSED PRODUCT for research and educational purposes only,
      and not for commercial purposes or for the commercial benefit of third
      parties.

            


    

     

    
      	
              2.04

            	
              Distribution
      Territory. LICENSEE shall be the exclusive distributor of the LICENSED
      PRODUCT in the direct-to-consumer markets (defined herein as internet
      sales, network marketing, infomercial, radio, television shopping, print
      and catalog markets) worldwide.

            


    

    


    


    


    ARTICLE III –
CONSIDERATION

    


    
      	
              3.01

            	
              License
      Fee. In consideration for the license granted in this Agreement, LICENSEE
      shall make an initial payment to VIVAKOR of fifteen percent (15%) of its
      issued and outstanding common shares as of the EFFECTIVE
      DATE.  Delivery of stock certificate[s] for said shares must be
      delivered no later than thirty (30) days following the EFFECTIVE
      DATE.  Failure to make this delivery within the specified period
      shall cause this Agreement to immediately
  terminate.

            


    

    


    
      	
              3.02

            	
              LICENSEE
      shall purchase the LICENSED PRODUCT from VIVAKOR at the initial purchase
      prices for LICENSED PRODUCT as set forth in Exhibit A. Prices may be
      changed upon 90 days written notice.  In the event LICENSEE does
      not accept a revised purchase price, it may give notice of its intent to
      modify this Agreement to exclude the particular LICENSED PRODUCT and any
      related milestone upon the price change.  This notice must be
      given within 30 days of receiving notice of the price change from
      VIVAKOR.

            


    

    


    


    ARTICLE IV
–SUBLICENSES

    


    
      	
              4.01

            	
              Sublicenses.
      LICENSEE may grant sublicenses to third parties under such conditions as
      it may arrange, as consistent with the terms of this Agreement, with
      VIVAKOR’S prior written consent, which shall not be unreasonably withheld.
      Upon requesting Vivakor’s consent, LICENSEE shall provide VIVAKOR with
      copy of the sublicense agreement for review and Vivakor shall respond to
      LICENSEE within five business days.

            


    

    


    
      	
              4.02

            	
              Sublicensee
      Consideration. Sublicensee will be required to purchase all sublicensed
      products directly from LICENSEE.

            


    

    


    


    ARTICLE V - LICENSEE
RESPONSIBILITIES

    


    
      	
              5.01 

            	
              Milestones. 
      In accomplishing the commercialization under this Agreement, LICENSEE has
      committed to the followings:

            


    

     

    
      	
              (a)  

            	
              LICENSEE agrees to purchase at
      least Five Million dollars ($5,000,000) of LICENSED PRODUCT over the first
      Thirty Six (36) months of the term of this
    Agreement.

            


    

     

    
      	
              (b)  

            	
              LICENSEE
      agrees to purchase at least Five Hundred-Thousand dollars ($500,000) of
      LICENSED PRODUCT over the first Twelve (12) months of the term of this
      agreement and at least One Million dollars ($1,000,000) of LICENSED
      PRODUCT over the first Twenty Four (24) months of the term of this
      agreement.

            


    

     

    
      	
              (c)  

            	
              Other Milestones may be added as
      additional LICENSED PRODUCTS are added to this
      Agreement.

            


    

     

    
 

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


     

    LICENSEE
shall provide written notification to VIVAKOR within thirty (30) days of
achieving each milestone.

    


    
      	
              5.02

            	
              Failure
      to Accomplish Milestones.  In the event LICENSEE has not
      purchased $500,000 of LICENSED PRODUCT during the first Twelve (12) month
      period or in the event LICENSEE has not purchased $1,000,000 of LICENSED
      PRODUCT during the initial Twenty Four (24) month period, then VIVAKOR, at
      its sole option, may waive the requirement to achieve the milestone, may
      revise the license granted herein to a nonexclusive license, may
      renegotiate the missed milestone, or may terminate this Agreement upon 60
      days notice.

            


    

    


    
      	
              5.03

            	
              Legal
      Compliance.  LICENSEE must comply with all applicable federal,
      state and local laws and regulations in its exercise of all rights granted
      to it by VIVAKOR under this
Agreement.

            


    

    


    


    ARTICLE VI –
PATENTS

    


    
      	
              6.01

            	
              Patent
      Filing and Prosecution. Within 180 days of the EFFECTIVE DATE, VIVAKOR
      shall proceed in filing one or more United States patent applications for
      LICENSED PRODUCT, the number and scope of such applications to be
      determined in consultation with VIVAKOR patent counsel, inventors and
      LICENSEE. VIVAKOR shall prosecute to completion at least one U.S. patent
      application related to LICENSED PRODUCT.  “Prosecute to
      completion” shall include prosecution of the original and any continuing
      applications to issuance or to a final rejection by the U.S. Patent and
      Trademark Office. VIVAKOR is not required to, but may at its discretion;
      pursue an appeal to the Board of Patent Appeals and Interferences, or the
      Federal Circuit Court, or similar action in countries other than the
      United States.  In order to protect its proprietary information,
      the type of patent filing as well as the scope of and details disclosed in
      any patent applications and filings required to be filed by VIVAKOR under
      this Agreement shall be determined solely by Vivakor.  In the
      judgment of Vivakor and its legal counsel, if it is determined that it is
      best not to file a patent, in order to protect proprietary products,
      processes, formulas, etc., then VIVAKOR will not be in violation of this
      Agreement for not proceeding with patent applications as otherwise
      required by this Agreement.

            


    

    


    
      	
              6.02

            	
              Patent
      Maintenance. VIVAKOR shall continue to maintain at least one U.S. patent
      resulting from any prosecution described
  hereinabove.

            


    

    


    
      	
              6.03

            	
              Non-U.S.
      Patent Applications.  LICENSEE may request VIVAKOR to file and
      prosecute patent applications in countries other than the United States
      corresponding to each U.S. patent
application.

            


    

    


    
      	
              6.04

            	
              Election
      not to file.  LICENSEE will request VIVAKOR in writing no later
      than nine (9) months following the date of filing for each U.S. patent
      application as to LICENSEE's selection of countries outside the United
      States in which it requests VIVAKOR to seek corresponding patent
      protection.  Once financial responsibility is determined in
      accordance with section 6.06, VIVAKOR shall proceed with filing the
      foreign patent applications and LICENSEE will receive the benefit of any
      such foreign PATENT RIGHTS during the term of this
    Agreement.

            


    

    


    
      	
               
      

            	
              VIVAKOR
      shall then have the right to file corresponding patent applications, at
      its own expense, in those countries not selected by LICENSEE; however,
      such applications will be excluded from PATENT RIGHTS and the foreign
      countries in which such patent applications are filed may be removed from
      the Distribution Territory, at VIVAKOR’s
option.

            


    

    


    
      	
              6.05

            	
              Prosecution
      and Maintenance of Non-U.S. Patents.  Should LICENSEE select a
      country other than the United States in which to file each corresponding
      patent application, and subsequently elects not to bear its share of
      costs, if any, as agreed under Section 6.06, it shall so notify VIVAKOR in
      writing and will be responsible for any of its costs under Section 6.06
      incurred or committed to as of the date of
      notification.  VIVAKOR shall then have the right to continue
      maintenance or prosecution of each such patent or application at its own
      expense; however, any PATENT RIGHTS received as a result of such patent or
      applications will be excluded from LICENSEE’s PATENT RIGHTS and the
      related country may be removed from the Distribution Territory, at
      VIVAKOR’s option.

            


    

    


    
      	
              6.06

            	
              Financial
      Responsibility. VIVAKOR shall be responsible for all expenses incurred in
      filing, prosecuting, and maintaining each United States patent application
      and patent.  In the event LICENSEE requests VIVAKOR to file and
      prosecute patent applications in countries other than the United States,
      the Parties shall mutually agree as to which Party will be responsible (or
      will agree on a cost sharing formula) for the related patent costs to be
      incurred for such patent
applications.

            


    

    


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    


    ARTICLE VII - PAYMENTS AND
REPORTS

    


    
      	
              7.01

            	
              When
      Payments are Due. Unless otherwise specified, as in the case of an advance
      payment required to initiate production, payments shall be made
      quarterly.  Payments shall be made to VIVAKOR, not later than
      sixty (60) days after the last day of the calendar quarter in which they
      accrue.

            


    

    


    
      	
              7.02

            	
              Interest
      Charges.  Overdue payments may, at the sole discretion of
      VIVAKOR, be subject to a daily charge commencing on the 31st day after
      such payment is due, compounded monthly, at the rate of either one and
      one-half percent (1.5%) per month or the highest legal interest rate,
      whichever is lower. The payment of such interest will not preclude VIVAKOR
      from exercising any other rights it may have as a consequence of the
      lateness of any payment.

            


    

    


    ARTICLE VIII – TERM AND
TERMINATION

    


    
      	
              8.01

            	
              Expiration.  After
      an initial term of 36 months, this Agreement will automatically renew for
      additional 12-month terms until either party elects to terminate upon 60
      days written notice prior to the end of a renewal term, unless sooner
      terminated as provided herein.

            


    

    


    
      	
              8.02  

            	
              Termination
      by Licensee.  LICENSEE may terminate this Agreement by providing
      written notice to VIVAKOR at least ninety (90) days before the termination
      is to take effect.

            


    

    


    
      	
              8.03  

            	
              Termination
      by System.  If LICENSEE materially breaches this Agreement,
      VIVAKOR may give LICENSEE written notice of the
      breach.  LICENSEE shall have a period of five (5) days from
      receipt of the notice to cure the material breach.  If LICENSEE
      does not cure the material breach within this period, VIVAKOR may
      terminate this Agreement without further
notice.

            


    

    


    
      	
              8.04

            	
              Matters
      Surviving Termination.  All accrued obligations and claims,
      including reimbursement of patent expenses, license fee obligations,
      royalty obligations, minimum annual consideration obligations, interest
      charge obligations, and all other financial obligations, and claims or
      causes of action for breach of this Agreement, shall survive termination
      of this Agreement.  Obligations of confidentiality shall survive
      termination of this Agreement.  This section controls in the
      case of a conflict with any other section of this
    Agreement.

            


    

    


    


    ARTICLE
IX - INDEMNIFICATION AND
REPRESENTATION

    


    
      	
              9.01

            	
              Indemnification.
      LICENSEE SHALL AT ALL
      TIMES DURING THE TERM OF THIS AGREEMENT AND THEREAFTER INDEMNIFY, DEFEND,
      AND HOLD HARMLESS VIVAKOR, ITS SHAREHOLDERS, OFFICERS, AGENTS AND
      EMPLOYEES AGAINST ANY CLAIM, PROCEEDING, DEMAND, LIABILITY OR EXPENSE
      (INCLUDING LEGAL EXPENSE AND REASONABLE ATTORNEYS’ FEES) WHICH RELATES TO
      INJURY TO PERSONS OR TO PROPERTY, ANY ACTION BROUGHT BY A THIRD PARTY
      ALLEGING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR AGAINST ANY
      OTHER CLAIM, PROCEEDING, DEMAND, EXPENSE, AND LIABILITY OF ANY KIND
      WHATSOEVER RESULTING FROM THE SALE, COMMERCIAL USE, LEASE, CONSUMPTION, OR
      ADVERTISEMENT OF LICENSED PRODUCTS OR ARISING FROM ANY OBLIGATION OF
      LICENSEE OR SUBLICENSEE(S) UNDER THIS
  AGREEMENT.

            


    

    


    
      	
              9.02

            	
              Representation.
      VIVAKOR represents that it owns and has title to LICENSED PRODUCT and has
      the full right and power to grant the license set forth in this Agreement,
      and that there are no outstanding agreements, assignments, or encumbrances
      inconsistent with the provisions of this Agreement. VIVAKOR MAKES NO OTHER
      REPRESENTATIONS AND EXTENDS NO OTHER WARRANTIES OF ANY KIND, EITHER
      EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
      MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NOR DOES VIVAKOR
      ASSUME ANY OBLIGATIONS WITH RESPECT TO INFRINGEMENT OF PATENT RIGHTS OR
      OTHER RIGHTS OF THIRD PARTIES DUE TO LICENSEE’S ACTIVITIES UNDER THIS
      AGREEMENT.

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    ARTICLE X –
NOTICES

    


    
      	
              10.01 

            	
              Notices. 
      Payments, notices, or other communications required by this Agreement
      shall be sufficiently made or given if mailed by certified First Class
      United States mail, postage pre-paid, or by commercial carrier (e.g.,
      FedEx, UPS, etc.) when such carrier maintains receipt or record of
      delivery, addressed to the address stated below, or to the last address
      specified in writing by the intended
recipient.

            


    

     

     

    
      
        	
                If
      to VIVAKOR:

                 

              	
                Tannin
      Fuja, Ph.D

                CEO

                VIVAKOR

                2590
      Holiday Road Suite 100

                Coralville,
      IA 52241

              	 
      
	 
      	 
      	 
      
	
                If
      to LICENSEE for

              	
                Legal
      Matters:

              	
                for
      Financial Matters:

              
	 
      	
                Larry
      Walter

              	
                Steven
      Miller

              
	 
      	
                Regeneca,
      Inc.

              	
                Regeneca,
      Inc.

              
	 
      	
                18
      Technology, Suite 165

              	
                18
      Technology, Suite 165

              
	 
      	
                Irvine
      CA 92618

              	
                Irvine
      CA 92618

              


      

    

     

     

    ARTICLE XI - MISCELLANEOUS
PROVISIONS

    


    
      	
              11.01

            	
              Notice
      of Infringement. VIVAKOR and LICENSEE shall promptly notify one another in
      writing of any alleged infringement of any LICENSED
      PRODUCT.  Within thirty (30) days after receipt of such notice,
      VIVAKOR and LICENSEE shall formulate a strategy for resolving the alleged
      infringement. LICENSEE acknowledges that VIVAKOR’s involvement,
      participation, and representation in any litigation requires the prior
      written consent of VIVAKOR.

            


    

    


    
      	
              11.02

            	
              Export
      Controls.  It is understood that VIVAKOR is subject to United
      States laws and regulations controlling the export of technical data,
      computer software, laboratory prototypes and other commodities, and that
      its obligations hereunder are contingent on compliance with applicable
      United States export laws and regulations.  The transfer of
      certain technical data and commodities may require a license from the
      cognizant agency of the United States Government or written assurances by
      LICENSEE that LICENSEE shall not export data or commodities to certain
      countries without prior approval of such agency. VIVAKOR neither
      represents that a license shall not be required nor that, if required, it
      shall be issued.

            


    

     

    
      	
              11.03

            	
              Non-Use
      of Names.  LICENSEE shall not use the names of VIVAKOR, nor of
      any of its employees or components, nor any adaptation thereof, in any
      press release, announcement, website, advertising, promotional or sales
      literature without the prior written consent obtained from
      VIVAKOR.

            


    

     

    
      	
              11.04

            	
              Trademarks.  LICENSEE
      may select, own and use its own trademark on LICENSED
      PRODUCTS.  However, nothing herein shall be construed as
      granting to LICENSEE any license or other right under any trade name,
      trademark, or service mark owned or licensed by
      VIVAKOR.  Conversely, VIVAKOR shall have no rights to trade
      names, trademarks, or service marks owned by
  LICENSEE.

            


    

    


    
      	
              11.05

            	
              Assignment
      of this Agreement.  This Agreement, with the rights and
      privileges it creates, is assignable only with the written consent of both
      Parties. In the event of a corporate transaction, such as a change in
      control of either party, such consent shall not be unreasonably
      withheld.

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
 

    
      	
              11.06

            	
              Force
      Majeure. Other than an obligation for the payment of money, VIVAKOR, upon
      receipt of documentation from LICENSEE which it deems appropriate, shall
      excuse any breach of this Agreement, which is proximately caused by war,
      strike, act of God, or other similar circumstance normally deemed outside
      the control of well-managed
businesses.

            


    

    


    
      	
              11.07

            	
              Entire
      Agreement.  This Agreement contains the entire understanding of
      the Parties with respect to PATENT RIGHTS, and supersedes all other
      written and oral agreements between the Parties with respect to PATENT
      RIGHTS.  It may be modified only by a written amendment signed
      by the Parties.

            


    

    


    
      	
              11.08

            	
              Governing
      Law.  This Agreement shall be construed under the Constitution
      and laws of the State of Nevada, USA, and venue for any dispute shall be
      in Clark County, Nevada. The parties mutually agree upon an alternative
      venue to resolve a dispute.

            


    

    


    
      	
              11.09

            	
              Headings.  Headings
      appear solely for convenience of reference.  Such headings are
      not part of, and shall not be used to construe, this
      Agreement.

            


    

    


    
      	
              11.10

            	
              No
      Waiver; Severability.  If any provision of this Agreement shall
      be held to be invalid, illegal, or unenforceable, the validity, legality
      and enforceability of the remaining provisions shall not in any way be
      affected or impaired thereby.  No waiver of any breach of this
      Agreement shall constitute a waiver of any other breach of the same or
      other provision of this Agreement and no waiver shall be effective unless
      made in writing.

            


    

    


    [SIGNATURE
PAGE TO FOLLOW]

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    The
Parties have caused this Agreement to become effective as of the date last
executed below.

    


     

    
      
        	
                Regeneca,
      Inc.

              	 
      	
                Vivakor,
      Inc.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                ___________________________________

              	 
      	
                ______________________________________

              
	
                By:
      Larry Walter

              	 
      	
                Tannin
      Fuja

              
	
                Title:
      _______________________________

              	 
      	
                Chief
      Executive Officer

              
	
                Date:
      _______________________________

              	 
      	
                Date:
      _________________________________

              


      



     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
A

    INITIAL
PRICES OF LICENSED PRODUCT

    


    


    


    
      
        
        

      

      
        8