Camposagrado,
Inc. & STL Marketing Group, Inc.


Patent
& Trademark Licensing Agreement


 


THIS
AGREEMENT, effective this 11th day, of February 2016, is entered into by Camposagrado, Inc. (hereinafter “LICENSOR”)
and STL Marketing Group, Inc. (hereinafter “LICENSEE”).


 


BACKGROUND


 


WHEREAS,
LICENSOR has designed and developed an application for creating a virtual hotel guest room telephone to be used with a guest’s
own, or any smart phone or device, in a hotel environment (hereinafter “INVENTION”).


 


WHEREAS,
LICENSOR is the owner of all rights, title and interest in the INVENTION and has filed for a patent with the United States Patent
& Trademark Office under Application No. 14/877,595, as well as filed for trademark rights on the brand name F3TCH.


 


WHEREAS,
LICENSOR desires to transfer to LICENSEE and LICENSEE desires to acquire from LICENSOR an exclusive license to develop and market
the INVENTION covered by the patent rights in the USA and all other countries, territories and jurisdictions on the terms and
conditions set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, parties agree as follow:


 


SECTION
1. DEFINITIONS


 


1.1.GROSS
SALES. “Gross Sales” shall mean the aggregate compensation the LICENSEE, or its subsidiaries, or mutually agreed joint
ventures, receives for goods sold under the Patent Rights without a reduction for taxes, transportation, returns, depreciation
or other expenses.


 


1.2.CLOSING.
“Closing” shall occur when both LICENSOR and LICENSEE have applied their respective signatures to this Agreement.


 


1.3.PATENT
& TRADEMARK RIGHTS. “Patent & TRADEMARK Rights” means the following listed patents and/or patent applications,
patents to be issued pursuant thereto, and all divisions, continuations, reissues, substitutes, and extensions thereof as well
as any trademarks listed:


 


Applications/
Trademarks


 


	 	(a)	U.S.
    Application No. 14/877,595
	 	 	 
	 	(b)	US
    Trademark F3TCH, USPTO Date Applied: October 7, 2015.


 


SECTION
2. GRANT OF INVENTION AND PATENT RIGHTS


 


In
consideration for the up-front monies and royalty to be paid under Sections 3 and 4, LICENSOR grants to LICENSEE:


 


	(a)	an
    exclusive, nontransferable license to develop and market the INVENTION globally;
	 	 
	(b)	all
    rights under the Patent & Trademark Rights; and
	 	 
	(c)	all
    technology, trade secrets and know-how related to the design and manufacture of the INVENTION, including all design plans,
    blueprints and any documentation or software related thereto.


 




    	 	 	 



    	 	 	 



    


 


SECTION
3. UP-FRONT MONIES


 


LICENSEE
shall pay to LICENSOR, as soon as possible, within three years of the date of Closing, seventy-five thousand (US$75,000.00) in
United States funds. The up-front monies are not to be considered part of the royalties due under Section 4 of this Agreement.


 


SECTION
4. ROYALTY


 


Upon
Closing, LICENSEE shall pay LICENSOR a royalty payment based upon the Gross Sales of the LICENSEE. Said royalty payment shall
be calculated based upon 3% of the Gross Sales of the LICENSEE with regard to the Invention.


 


SECTION
5. TIMING OF ROYALTY PAYMENTS AND MINIMUM ROYALTY


 


5.1.QUARTERLY
PAYMENTS. LICENSEE shall pay LICENSOR a royalty for each calendar quarter of each year during which this Agreement is in effect,
net 30.


 


5.2MINIMUM
PAYMENT. There is no minimum quarterly royalty payment if there are no sales with regard to the INVENTION.


 


SECTION
6. REPORTS AND RECORDS


 


6.1.FINANCIAL
STATEMENT. LICENSEE shall provide a quarterly financial statement to LICENSOR showing the Gross Sales during each quarter when
each quarterly royalty payment is made.


 


6.2.RECORDS.
LICENSEE shall keep records of the Gross Sales and numbers supporting these figures pursuant to this Agreement in sufficient detail
to enable the royalty payment to LICENSOR to be determined.


 


6.3.ANNUAL
INSPECTION. LICENSEE shall allow LICENSOR’s representative, one annual inspection, during regular business hours or at such
other times as may be mutually agreeable, to inspect LICENSEE’s books and records to the extent reasonably necessary to
determine LICENSEE’s compliance with the terms of this Agreement.


 


6.4.PENALTY.
If the LICENSOR determines through an annual inspection that the LICENSOR was undercompensated as required by this Agreement,
then the LICENSEE shall pay to the LICENSOR a Penalty Fee. The Penalty Fee shall comprise three times the difference between the
actual compensation and the required compensation. The LICENSEE shall still be obligated to pay full compensation as required
under the Agreement.


 


SECTION
7. OBLIGATIONS OF LICENSOR


 


The
LICENSOR agrees with the LICENSEE to execute such documents and give such assistance as the LICENSEE may reasonably require:


 


	(a)	to
    defeat any challenge to the validity of, and resolve any questions concerning the Patent Rights;
	 	 
	(b)	to
    apply for and obtain patents or similar protection for the INVENTION in other parts of the world at the LICENSEE’s expense;
	 	 
	(c)	to
    do all that is necessary to vest such protection in the LICENSEE;
	 	 
	(d)	to
    inform the LICENSEE of all technical information concerning the INVENTION; and
	 	 
	(e)	to
    supply the LICENSEE with any documents or drawings relevant to the INVENTION.


 




    	 	 	 



    	 	 	 



    


 


SECTION
8. REPRESENTATIONS AND WARRANTIES OF LICENSOR


 


8.1.LICENSOR
represents and warrants to LICENSEE as follows:


 


	(a)	LICENSOR
    is the sole and exclusive owner of the INVENTION and the Patent Rights. No other parties have any right or interest in or
    to the INVENTION nor to the Patent Rights;
	 	 
	(b)	All
    rights to the INVENTION and the Patent Rights are free and clear of all liens, claims, security interests and other encumbrances
    of any kind or nature;
	 	 
	(c)	The
    LICENSOR has not granted any licenses to use the INVENTION to any other parties;
	 	 
	(d)	LICENSOR
    has the right and power to enter into this Agreement, and has made no prior transfer, sale or assignment of any part of the
    INVENTION, patent rights pertaining to the INVENTION or the Patent Rights;
	 	 
	(e)	As
    of the date hereof and as of the Closing date, LICENSOR is not aware of any parties infringing on the patent rights transferred
    hereunder;
	 	 
	(f)	LICENSOR
    is not aware that the INVENTION infringes upon any patent, but LICENSOR does not otherwise warrant or guarantee the validity
    of the Patent Rights or that the INVENTION does not infringe any valid and subsisting patent or other rights not held by the
    LICENSOR; and
	 	 
	(g)	The
    INVENTION was not procured by the use of confidential information, trade secrets, or in other respects in violation of law,
    and there is no action, order or proceeding, to the LICENSOR’s knowledge, alleging any of the foregoing.


 


8.2.Each
of the warranties and representations set forth above shall be true on and as of the date of Closing, as though such warranty
and representation was made as of such time. All warranties and representations shall survive closing.


 


SECTION
9. LICENSEE’S OBLIGATIONS


 


9.1.INDEMNIFICATION.
The LICENSEE agrees to indemnify the LICENSOR and his heirs successors, assigns and legal representatives for liability incurred
to persons who are injured as a consequence of the use of any INVENTION developed or implemented by the LICENSEE or as a consequence
of any defects in the INVENTION.


 


9.2.QUARTERLY
ROYALTY. The LICENSEE agrees to pay the above stated quarterly royalty without demand.


 


9.3.
REASONABLE EFFORTS. The LICENSEE agrees to utilize all reasonable efforts to commercialize and market the INVENTION.


 


9.4.FINANCIAL
STATEMENT. The LICENSEE agrees to provide the financial statement at the end of each quarter without demand.


 


9.5.PROFESSIONALISM.
The LICENSEE agrees to the extent reasonably possible, have all manufacturing, shipping, and sales performed in a professional
and equitable manner.


 


9.6.LIABILITY
INSURANCE. The LICENSEE agrees to maintain liability insurance to cover the INVENTION in an amount greater than or equal to $1,000,000
once the INVENTION begins to be implemented.


 


9.7.TRADE
SECRETS. The LICENSEE agrees to take all reasonable steps to maintain the confidentiality of all trade secrets provided by the
LICENSOR to the LICENSEE during and after this Agreement.


 




    	 	 	 



    	 	 	 



    





 


SECTION
10. CONDITIONS TO CLOSING


 


LICENSEE’s
obligation to pay the up-front monies and the royalty shall be subject to the satisfaction as stipulated in Section 3 above, any
one or more which may be waived by LICENSEE:


 


(a)
The warranties and representations made by the LICENSOR in this Agreement shall be true and correct in all material respects
on the Closing date as if such warranties and representations had been given as of the Closing date.


 


(b)LICENSOR
shall have delivered to LICENSEE such instruments of transfer as may be reasonably requested by LICENSEE to consummate the transactions
contemplated hereby.


 


SECTION
11. MARKING OF INVENTION


 


LICENSEE
agrees to affix patent pending and patent notices to all INVENTIONs prior to their sale in accordance with 35 U.S.C. §282.
Each device shall have either the words “PATENT PENDING” or “Patent No.” followed by the patent number
conspicuously marked on each of the goods sold under the Patent Rights subject to the reasonable approval of the LICENSOR.


 


SECTION
12. DURATION AND TERMINATION


 


12.1This
Agreement shall remain in full force and effect unless and until termination or cancellation as hereinafter provided.


 


12.2.If
LICENSEE shall at any time default in rendering any of the statements required hereunder, and payment of any monies due hereunder,
or in fulfilling any of the other material obligations hereof, and such default is not cured within fifteen days after written
notice is given by the LICENSOR to LICENSEE, LICENSOR shall have the right to terminate this Agreement by giving written notice
of termination to LICENSEE. LICENSEE shall have the right to cure any such default up to, but not after the written notice of
termination.


 


12.3It
is understood that LICENSEE is a publicly traded company and that there are existing conditions of default in some of its debt,
as well as an existing 3(a)10. LICENSOR shall have the right to terminate this Agreement by giving written notice of termination
to LICENSEE in the event of any of the following:


 


	(a)	liquidation
    of LICENSEE;
	 	 
	(b)	future
    insolvency or bankruptcy of LICENSEE, whether voluntary or involuntary arising from new or preexisting obligations; or
	 	 
	(c)	appointment
    of a Trustee or Receiver for LICENSEE.


 


12.4.LICENSOR
shall have the right to terminate this Agreement, by giving three months written notice, if after the second year of this agreement
the previous years total royalty payment is lower than one-hundred thousand dollars (US$100,000).


 


12.5.LICENSEE
shall have the right to terminate this Agreement, by giving three months notice, if all patent applications, continuation, continuation-in-part
or divisional applications, related to the INVENTION become abandoned without issuing into a patent.


 


12.6.LICENSEE
shall have the right to terminate this Agreement, by giving three months notice, if a court of law determines all of the issued
or pending patents to be invalid.


 


SECTION
13. MAINTENANCE FEES AND INFRINGEMENT COSTS


 


13.1.MAINTENANCE
FEES. LICENSEE shall be responsible for paying all maintenance fees for the Patent Rights until they expire.


 


13.2.DEFENDING
AN INFRINGEMENT LAWSUIT. LICENSEE shall be responsible for all expenses, including but not limited to legal fees, associated with
defending an infringement action involving the INVENTION. LICENSEE also agrees to vigorously defend at its own expense any invalidity
actions brought against the Patent Rights.


 




    	 	 	 



    	 	 	 



    





 


13.3.BRINGING
AN INFRINGEMENT LAWSUIT. LICENSEE shall also be responsible for all expenses, including but not limited to legal fees, associated
with bringing an infringement action involving the Patent Rights. LICENSEE agrees to initiate and vigorously prosecute proceedings
to the termination of any infringements on the Patent Rights.


 


13.4.NOTIFICATION.
LICENSEE and LICENSOR both agree to notify each other of any legal action involving the Patent Rights or the INVENTION.


 


SECTION
14. BINDING ARBITRATION


 


Any
controversy or claim arising out of or relating to this contract, or the breach thereof, between the LICENSOR and the LICENSEE
shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association
in a convenient location in Colorado. The judgment upon the award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.


 


SECTION
15. GOVERNING LAW


 


This
Agreement shall be governed in accordance with the substantive laws of the State of Colorado of the United States of America.


 


SECTION
16. SEVERABILITY


 


16.1.The
parties agree that if any part, term, or provision of this Agreement shall be found illegal or in conflict with any valid controlling
law, the validity of the remaining provisions shall not be affected thereby.


 


16.2.In
the event the legality of any provision of this Agreement is brought into question because of a decision by a court of competent
jurisdiction, LICENSOR, by written notice to LICENSEE, may revise the provision in question or delete it entirely so as to comply
with the decision of said court.


 


SECTION
17. NOTICES UNDER THE AGREEMENT


 


For
the purposes of all written communications and notices between the parties, their addresses shall be:


 


	LICENSOR	Camposagrado,
        Inc.

        Attn:
        Jose Quiros

        5
        East Bijou Street, #374

        Colorado
        Springs, CO 80903

        Email:
        jquiros@camposagraodinc.com

	 	 
	LICENSEE	STL
        Marketing Group, Inc.

        Attn:
        Ms. Jaime Kniep

        10
        Boulder Crescent, Suite 102

        Colorado
        Springs, CO 80903

        Email:
        Jaime@v3rsant.com



  


SECTION
18. NONASSIGNABILITY


 


The
parties agree this Agreement imposes specific obligations on LICENSEE. LICENSEE shall not assign any rights under this Agreement
without the written consent of LICENSOR. LICENSOR may assign all rights hereunder.


 




    	 	 	 



    	 	 	 



    





 


SECTION
19. ENTIRE AGREEMENT


 


This
Agreement sets forth all of the covenants, promises, agreements, conditions and understandings between the parties and there are
no covenants, promises, agreements or conditions, either oral or written, between them other than herein set forth. No subsequent
alteration, amendment, change or addition to this Agreement shall be binding upon either party unless reduced in writing and signed
by them.


 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers on the respective dates
hereinafter set forth.


 


	LICENSOR:	/s/
    Jose P. Quiros
	 	Jose
        P. Quiros

        President

	 	 
	LICENSEE	/s/
    Jaime Kniep
	 	Jaime
        Kniep

        Chief
        Financial Officer



 




    	 	 	 



    	 	 	 



    


 


Exhibit
A


Summary
of US Patent & Trademark Office Application for Patent


 




    	 	 	 



    	 	 	 



    


  


Exhibit
B


Trademark
Application with USPTO