freshstart8k111810ex10.htm










 


LICENCE AGREEMENT












THIS LICENSE AGREEMENT (this "Agreement") is made effective as of the







October 28, 2010 (the “Effective date”) (the "effective date")














	  	
BETWEEN:

	
TRINITY Rx SOLUTIONS, LLC, Address 217-21 Rockaway Point


Blvd, Breezy Point New York, 11695 (“LICENSOR”)


 


	  	
AND


 

	
FRESH START PRIVATE MANAGEMENT, INC, Address 11010 EAST BOUNDRY RD ELK WA 99009


	  	
 


WHEREAS


 

	  
	  	
A.

	
LICENSOR has the exclusive license for Naltrexone Implant Product one which has been designed for Alcoholism.


 


	  	
B.

	
LICENSEE wishes to obtain an exclusive license from LICENSOR to use the Naltrexone Implant which they have the rights and LICENSEE shall exclusively use the Naltrexone Implant for all its patients.









 









	
 1.

	
DEFINITIONS







  



In this Agreement, except in so far as the context or subject matter otherwise indicates or requires, the following terms and expressions shall have the following meanings:


"Agreement" means this Agreement and the Schedules hereto.


"License Fee" means the fee payable to LICENSOR for licensing LICENSEE to use the licensed product which fees are set forth in Section 3.


"Licensed Product" means the Naltrexone Implant.


"Parties" means each of LICENSOR and LICENSEE and "Party" means either one of them as the context requires.


"Products" includes technologies, devices, techniques, programs or patents.






 


 



	
2.  

	
GRANT












LICENSOR hereby grants to the LICENSEE an exclusive license to use the Licensed Product, any procedures related to the licensed product.


 


 



	
2.1  

	
LICENSEE shall have the right to use the Licensed Product as required.







 


 



	
3.  

	
LICENCE FEE & COMPOUNDING FEE







 


 



	
3.1  

	
The License Fee payable under this Agreement shall be sent to LICENSOR.







LICENSEE shall pay to LICENSOR a onetime License Fee of 7.5% of the total common shares or equity in each foreign Company (See Attached A).










  





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3.2  

	
LICENSEE shall pay to LICENSOR or its affiliate assigned by LICENSOR a $600 compounding fee for each prescription request for the LICENSED product












 



	
4.

	 TERM & TERMINATION





 


This Agreement shall remain in force for so long as LICENSEE continues to use the Licensed Product. Since the License has been purchased their will be no termination of the licensed products from LICENSOR.




 



	
5.

	TERRITORY





 




LICENSOR will inform the LICENSEE of which country the Licensed product will be used in identified in Attachment A.


 



 



	
6. 

	 SECURITY





 





	
  

	
LICENSOR will take all reasonable steps to ensure that the Licensed Product is not provided to any other persons, companies or organizations within or distributed to each Country identified in Attachment A







 


 



	
6.1  

	
LICENSEE and LICENSOR agree to advise each other immediately if discovery of any unauthorized use of the Licensed Product by any third persons.







 









	
7.  

	TITLE AND WARRANTY





          





	
  

	 	
Title to and ownership of the Licensed Product, including all intellectual property rights shall at all time remains with the LICENSOR.







 


 



	
7.1

	
The Licensed Product is being supplied by LICENSOR at the request of LICENSEE. It is acknowledged and agreed by the parties that:













(a) LICENSOR do not have detailed knowledge or understanding of LICENSEE's needs, obligations and business;


 


(b) LICENSOR warrant and undertake that the Licensed Product is suitable for and will assist LICENSEE in its operations.










  





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8. 

	SUPPLY OF LICENSED PRODUCT





    




LICENSOR will provide support and updated information to LICENSEE relating to any product updates or improvements regarding any licensed products from LICENSOR. The LICENSOR will also provide the LICENSEE with details and updates of its methods and techniques on a regular basis and/or when requested and will ensure that all of its services and techniques are available to LICENSEE.


 


 



	
9.

	
Assignment












The license granted hereunder and the Licensed Product may be assigned, sub-licensed or otherwise transferred by the LICENSEE unless approved in writing by LICENSOR.


 


 



	
10.

	
SUPPORT












LICENSOR will offer reasonable levels of support to assist LICENSEE and will make its personnel available by email, phone or fax during normal working hours for feedback, problem solving or general questions to ensure that the Licensed Product is being used and promoted correctly.


 


 



	
11.

	
MUTUAL PERFORMANCE OBLIGATIONS - CONFIDENTIALITY OF USER DATA












The parties agree to maintain the confidentiality of any data relating to the usage of the Licensed Product by LICENSEE, such data may be used solely for purposes directly related to the Licensed Product and may only be provided to third parties with written approval of the parties.



 


 



	
12.

	
WARRANTIES







        




Subject to the limitations set forth elsewhere in this Agreement, LICENSOR warrants that it has the right to license the rights granted under this Agreement to use the Licensed Product that it has obtained any and all necessary permissions from third parties, to license, the Licensed Product.










  





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13.           INDEMNITIES







Each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties or injuries incurred by any third party, provided that the indemnifying party is promptly notified of any such claims. The indemnifying party shall have the sole right to defend such claims at its own expense. The other party shall provide, at the indemnifying party's expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity shall survive the termination of this Agreement.


 


 


14.           GOVERNING LAW







This Agreement shall be governed by the applicable laws of the State of New York.


 


 


15.           DISPUTE RESOLUTION







In the event of any dispute or controversy arising out of or relating to this Agreement, the parties agree to meet to exercise their best efforts to resolve the dispute as soon as possible. The parties shall, without delay, continue to perform their respective obligations under this Agreement which are not affected by the dispute.


 


 


16.           ARBITRATION







Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the Rules of the ICC, at a venue selected by the Party claiming injury (Plaintiff). The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the arbitrator shall in turn select a third arbitrator. All documents, materials and other information in the possession of each party shall be made available to the other party for review and copying no later than fourteen (14) days after the notice of arbitration is served.



 


 


17.           SEVERABILITY









Neither party shall be liable in damages to have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control, including but not limited to acts of God, government restrictions (including the denial or cancellation of any necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.







  





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18.           ENTIRE AGREEMENT


 


This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, either oral or written. Except the prior NDNC that will stay in effect.


 


 


19.           AMENDMENT







No modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment signed by authorized representatives of the parties.


 


 


20.           WAIVER OF CONTRACTUAL RIGHT







Waiver of any provision herein shall not be deemed a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.


 


 


21.           NOTICES







All notices given pursuant to this Agreement shall be in writing and may be hand delivered or shall be deemed to be received within three (3) days of mailing, if sent by registered or certified mail, return receipt requested. If any notice is sent by facsimile, confirmation copies must be sent by mail or hand delivery to the specified address. Either party may from time to time change its Notice Address by written notice to the other party.




 



	 	
If to LICENSOR:


 

	  
	 	
Address:


 

	
217-21 Rockaway Point Blve, Breezy Point, NY, 11695


	 	
If to LICENSEE:


 

	  
	 	
Address:


 

	
999 N. Tustin Ave, Suite 16 Santa Ana, CA 92705













	
  

	
The parties agree that this Agreement shall be binding on the heirs, executors, administrators or assigns of each of them.











 





  





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IN WITNESS WHEREOF the parties have executed this Agreement by their respective duly authorized representatives as of the date first above written.


 


TRINITY Rx SOLUTIONS, LLC







Sal Amodeo ____________________                                                                                     Date:________________


Title:  Managing Member







FRESH START PRIVATE, INC.







Neil Muller_____________________                                                                                     Date:________________


Title: Director

























  





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ATTACHMENT A







License Fee







LICENSEE shall provide to LICENSOR 7.5% of the current and issued outstanding common shares or an equity interest in each public company(ies) formed in the Country(ies) listed below. While the company(ies) remain a  private corporation the licensor will receive 7.5% of the net revenue.








	
Country


 

	
United States Of America


	
Company Name


 

	
Fresh Start Private Management , Inc


	
Total  Shares Issued


 

	
75,630,000


	
Allocation to LICENSOR


 

	
7.5%


	
Total Shares Allocated


 

	
5,672,250












LICENSOR shall be restricted from selling shares for six months from date of this Agreement.








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