First Columbia Development Corp. - Exhibit 10.1 - Filed by newsfilecorp.com






INTELLECTUAL PROPERTY LICENSE AGREEMENT

            THIS
INTELLECTUAL PROPERTY LICENSE AGREEMENT (this
“Agreement”) is entered into effective as of the 5th
day of August, 2019 (the "Effective Date") between Critical Mass
Industries LLC, a Colorado limited liability company (“Licensee”),
and Good IPCO, a Colorado limited liability (“Licensor”),
sometimes hereinafter referred to singularly as a “Party,” and
collectively as the “Parties.”

            WHEREAS,
Licensor is the rightful license owner of certain intellectual property
and rights pertaining to the BOSM Labs and Good Meds brands, company know-how
and other products (as more fully defined below, the “IP”);
and

            WHEREAS,
Licensor desires to grant to Licensee, and Licensee desires to obtain from
Licensor, a revocable, non-transferable, non-exclusive, limited license to use
the IP within the state of Colorado, subject to the terms and conditions of this
Agreement. 

            NOW,
THEREFORE, in consideration of the mutual promises, covenants and
undertakings cited herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:

ARTICLE I
DEFINITIONS


            1.1       
“IP” means (i) all patents, trade names, copyrights, design
rights, trade secrets, trademarks, word marks, service marks, design marks,
certification marks, know-how, unique and innovative uses of an existing
invention and marks or other designations of origin, whether or not protected by
patent, copyright, trademark, trade secrets or similar law, and all other
intellectual property rights and marks owned, held, controlled or otherwise
utilized with permission by Licensor pertaining to the BOSM Labs and Good Meds
brands, the BOSM Labs and Good Meds internet addresses, company standard
operating procedures, company enterprise resource planning system and company
intranet exclusively within the Licensed Territory, regardless of whether such
marks are registered with any state or federal agency, (ii) all intellectual
property and rights pertaining to the BOSM Labs and Good Meds brands exclusively
within the Licensed Territory with respect to names, branding, logos and
websites, and (iii) all other intellectual property, proprietary, and attendant
rights associated therewith.

            1.2       
“Licensed Territory” means the entire State of Colorado. 

ARTICLE II
GRANT OF LICENSE; TERMS OF USE; EARLY
TERMINATION


            2.1.       
Grant. Subject to the terms and conditions set forth in this Agreement,
Licensor hereby grants to Licensee a revocable, non-transferable, non-exclusive,
limited license to use the IP in connection with Licensee’s business activities
exclusively within the Licensed Territory (hereinafter, the
“License”). The parties agree that all or part of the IP may be
licensed to one or more additional persons or entities by Licensor without any
notice to or permission of Licensee, and that Licensee shall have no recourse in
any such event.




            2.2       
Terms of Use. Licensee is permitted to use the IP only in connection with
its business operations exclusively within the Licensed Territory. The License
shall be immediately revoked if Licensee utilizes or attempts to utilize any of
the IP in connection with any business dealings outside the scope of this
Agreement or outside the Licensed Territory. The License commences on the
Effective Date, and expires five (5) years thereafter unless (i) this Agreement
is terminated earlier in accordance with Section 2.4 or 10.2 or (ii) the Parties
sign a separate written agreement to extend the duration of the License. In the
event of the termination or expiration of this Agreement, all rights granted
hereunder to Licensee shall terminate. Licensee shall strictly comply with all
standards of use for the IP established by the Licensor and shall at all times
display appropriate trademark and copyright notices as instructed by Licensor.
If requested by Licensor, product packaging, media advertising, printed
materials and electronic documents in which the IP is used shall be submitted to
Licensor for approval before use and may not be distributed or used in any
manner without the prior written approval of Licensor. During the term of this
Agreement and thereafter, Licensee shall not do anything that will in any manner
infringe, impeach, dilute or lessen the value of any of the IP or the goodwill
associated therewith, or that will tend to prejudice the reputation of the
Licensor or the sale of any products incorporating, or produced using, the IP.
Licensee agrees to assist and cooperate with Licensor in protecting, defending
and registering the IP. Licensee will immediately notify Licensor in writing of
any infringement of or challenges to the IP which come to Licensee's attention.


            2.3.       
Ownership of IP. Nothing contained herein shall be construed as an
assignment or grant to Licensee of any title or ownership interest in or to the
IP, and the Parties agree that the IP is the sole and exclusive property of the
Licensor. Licensee shall not acquire any right, title or interest in any of the
IP and Licensee hereby irrevocably assigns and transfers to Licensor any right,
title and interest that it may acquire in any of the IP as a result of the
exercise of its rights under this Agreement. All advertising, artwork, designs
and derivative works involving the IP, or any reproduction thereof, shall,
notwithstanding their invention or use by Licensee, be and remain the property
of Licensor; provided, however that such items shall become part of the IP, and
Licensee shall be entitled to use them to the extent permitted by this
Agreement. 

            2.4
.        Early
Termination.

                          (a)       
With Cause. This Agreement may be immediately terminated for cause by
either Party in the event a material breach hereof by the other Party continues
uncured for a period of thirty (30) days, in the case of a non-monetary breach,
or five (5) days, in the case of a monetary breach, after notice thereof to the
breaching Party. In the event Licensee terminates this Agreement with cause,
Licensee shall be entitled to receive a refund of the any installment of the
License Fee paid to Licensor during the thirty (30) day period following notice
of such breach from Licensee to Licensor. In the event Licensor terminates this
Agreement with cause, Licensee shall pay the full amount of the License Fee due
and owing to Licensor through the date of termination. 

                          (b)       
Without Cause. This Agreement may be terminated without cause by either
Party upon not less than sixty (60) days written notice to the other Party. In
the event either Party terminates this Agreement without cause, there will be no
refund of any License Fees paid to Licensor through the date of termination, and Licensee is
obligated to pay the full amount of the License Fee due and owing to Licensor
through the date of termination. 

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ARTICLE III
SUBLICENSING


            3.1.       
No Sublicensing without Consent. Licensee is not permitted to sublicense
any of the rights it obtains under the License without the prior written consent
of Licensor.

ARTICLE IV
LICENSE FEE; PAYMENTS


            4.1.       
License Fee. Licensee shall pay Licensor a "License Fee" in
the amount of Two Hundred Fifty Thousand Dollars ($250,000.00) per month. Each
installment of the License Fee shall be payable without setoff or deduction,
without notice or demand, in advance, on or before the first day of each
calendar month during the term of the License. The License Fee for any period
during the term of the License which is for less than one full month shall be
prorated based upon the actual number of days of the month involved. The License
Fee shall be paid at Licensor's address, as set forth below or at such other
address or addresses as Licensor may from time to time designate by written
notice. Any failure of Licensee to pay any installment of the Licensee Fee on or
before the date such installment is due shall be deemed to be a material breach
of this Agreement. 

ARTICLE V
CONFIDENTIALITY


            5.1.       
Confidential Information. The Parties acknowledge that as a result of the
performance of this Agreement, each Party (for purposes of this Article V, the
"Discloser") will have access to and will acquire other
confidential information of the other Party (for purposes of this Article V, the
"Recipient").

                          (a)       
For purposes of this Agreement, the term "Confidential
Information" includes, without limitation, financial information,
client, potential client and contacts lists, methods of doing business,
materials, inventions, discoveries, ideas, processes, know-how, competitive bid
data, prices paid or received for goods or services purchased or sold, price
lists, marketing information, business plans and strategies, product plans,
products, services, developments, processes, designs, drawings, methods,
techniques, trade secrets, all information generated by Discloser that is marked
as "copyright," "trademark," "confidential," "secret," or "registered", any
other data where the information might be used to the detriment of Discloser
and/or its clients or potential clients, branding strategies, logistics,
manufacturing processes, packaging methodologies, all other intangibles
associated with the IP that are not known or readily knowable by the general
public and all notes, analyses, compilations, studies and other documents,
whether prepared by Recipient or others which contain or reflect such
information. Confidential Information does not include information that (A) at
the time of disclosure by Discloser to Recipient, was published or known
publicly or was otherwise in the public domain, (B) after disclosure by
Discloser to Recipient, is published or becomes publicly known or otherwise in
the public domain other than as a result of a breach of this Agreement, or (C)
was disclosed to Recipient in good faith by a third party who was not, and is
not, under any obligation of confidence or secrecy to Discloser, or its clients
or prospective clients at the time of such disclosure. 

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                          (b)       
Recipient acknowledges that (A) the Confidential Information is the sole
property of Discloser, (B) disclosure thereof to any third party would cause
substantial loss to the goodwill of Discloser, (C) disclosure thereof is being
made by Discloser to Recipient only because of the agreement of Recipient to the
restrictions contained herein, (D) absent such restrictions, the knowledge of
Recipient of these matters would enable Recipient to compete with Discloser in a
manner likely to cause Discloser irreparable harm, and (E) disclosure of such
matters by Recipient would likewise cause such harm. 

            5.2.       
Protection of Confidential Information.

                          (a)       
During the term of this Agreement and thereafter Recipient shall (i) hold the
Confidential Information in strict confidence, (ii) exercise reasonable
precautions to preserve the confidentiality of the Confidential Information with
no less care than Recipient uses to protect and preserve its own confidential
information, (iii) not disclose the Confidential Information to any third party
without Discloser's prior written consent and (iv) not use the Confidential
Information for the benefit of any person other than Discloser. Except as
necessary to perform Recipient's duties and responsibilities under this
Agreement, Recipient shall not copy or duplicate any of the Confidential
Information. In the event that any unauthorized disclosure of any Confidential
Information shall occur as a result of Recipient's actions or inactions,
Recipient shall immediately notify Discloser in writing of the disclosure and
the circumstances surrounding such disclosure. 

                          (b)       
Notwithstanding the foregoing, Discloser acknowledges that Recipient may, in its
ordinary course of business, be required to disclose all or a portion of the
Confidential Information in Recipient's possession to employees, agents, or
independent contractors performing work for Recipient (each a
"Representative"). Recipient agrees that any such disclosure shall
be limited in scope to the extent commercially practicable, and Discloser agrees
that any such disclosure, properly limited in scope and content, shall not
constitute a violation of this provision or breach of this Agreement. Recipient
further agrees that prior to any such disclosure, Recipient shall enter into an
agreement with the Representative which subjects the Representative to
restrictions on use and disclosure of the Confidential Information at least as
stringent as set forth herein. The Parties acknowledge that disclosure of the
Confidential Information as required pursuant to any local, state, or federal
statute, regulation, or other law, or by order of any court of competent
jurisdiction or decree of any governmental agency (but only after Recipient has
provided Discloser with reasonable notice and opportunity to take action against
any legally required disclosure) shall not constitute a breach of this
Agreement. 

            5.3.       
Delivery of Confidential Information to Discloser on Termination.
Recipient shall deliver all of the Confidential Information in Recipient's
possession to Discloser upon the termination of this Agreement, or at any time
upon Discloser's request, together with Recipient's written certification of
compliance with this Section 5.3. 

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            5.4.       
Protections Cumulative. The Parties agree and acknowledge that the
protections set forth in this Article V shall be cumulative with and not in
place of any protections of Confidential Information set forth in any other
agreement between the Parties. 

ARTICLE VI
REPRESENTATIONS AND
WARRANTIES


            6.1.       
Licensor’s Representations and Warranties to Licensee. Licensor
represents and warrants that (i) Licensor has the full right and authority to
enter into this Agreement and to grant the License, (ii) Licensor is the owner
of the IP, (iii) to the best of Licensor’s knowledge, the License granted
hereunder does not infringe upon or violate the rights of any third parties,
(iv) Licensor has no agreements with any third party or any commitments or
obligations which conflict in any way with its obligations under this Agreement,
(v) no claim by any third party contesting the validity, enforceability, use or
ownership of any of the IP has been made against Licensor or, to the present
knowledge of Licensor, is threatened, and (vi) Licensor has not received any
notice of, nor to the present knowledge of Licensor, are there any facts which
indicate to Licensor a likelihood of any infringement or misappropriation by, or
conflict with, any third party with respect to the IP. 

            6.2.       
Licensee’s Representations and Warranties to Licensor. Licensee
represents and warrants that (i) Licensee has the full right and authority to
enter into this Agreement and to receive the grant of the License, (ii) the
License granted hereunder does not infringe upon or violate the rights of any
third parties, to the best of Licensee’s knowledge, (iii) Licensee has no
agreements with any third party or any commitments or obligations which conflict
in any way with its obligations under this Agreement, and (iv) Licensee has not
received any notice of, nor to the present knowledge of Licensor, are there any
facts which indicate to Licensee a likelihood of any infringement or
misappropriation by, or conflict with, any third party with respect to the IP.


ARTICLE VII
INDEMNIFICATION


            7.1.       
Indemnification of Licensor. Licensee agrees to defend, indemnify and
hold harmless Licensor and its officers, directors, employees, shareholders,
members, managers, agents and representatives from, in respect of, and against
any and all claims, losses and liabilities (including, without limitation,
reasonable attorney’s fees and disbursements), judgments, damages, demands,
lawsuits or similar actions or proceedings brought against or otherwise
negatively impacting Licensor (each, a “Licensor Claim”) arising
out of (i) the breach of any of Licensee’s representations, warranties or
covenants hereunder, or (ii) Licensee's gross negligence or willful misconduct.
Licensor agrees to notify Licensee, within a reasonable time after it receives
notice of any Licensor Claim, and Licensee shall promptly assume Licensor’s
defense thereof, through counsel of Licensor’s choosing. Licensee shall have the
right to participate in the defense of any Licensor Claim that includes Licensee
as a named party, using counsel of its choosing and at its expense. The
settlement of any Licensor Claim must be approved in writing and in advance by
Licensor. 

            7.2.       
Indemnification of Licensee. Licensor agrees to defend, indemnify and
hold harmless Licensee and its officers, directors, employees, shareholders,
members, managers, agents and representatives from, in respect of, and against any and
all claims, losses and liabilities (including, without limitation, reasonable
attorney’s fees and disbursements), judgments, damages, demands, lawsuits or
similar actions or proceedings brought against or otherwise negatively impacting
Licensee (each, a “Licensee Claim”) arising out of (i) the breach
of any of Licensor’s representations, warranties or covenants hereunder, or (ii)
Licensor's gross negligence or willful misconduct. Licensee agrees to notify
Licensor, within a reasonable time after it receives notice of any Licensee
Claim, and Licensor shall promptly assume Licensee’s defense thereof, through
counsel of Licensee’s choosing. Licensor shall have the right to participate in
the defense of any Licensee Claim that includes Licensor as a named party, using
counsel of its choosing and at its expense. The settlement of any Licensee Claim
must be approved in writing and in advance by Licensee. 

5




ARTICLE VIII
DISCLAIMER; LIMITATION OF
LIABILITY


            8.1       
Disclaimer by Licensor. THE IP AND RELATED CONFIDENTIAL INFORMATION ARE
PROVIDED “AS IS.” ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, OR ARISING
BY OPERATION OF LAW, ARE HEREBY DISCLAIMED BY LICENSOR, INCLUDING, BUT NOT
LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT, TITLE, DESIGN, ACCURACY AND PERFORMANCE, AND ANY IMPLIED
WARRANTY AGAINST INTERFERENCE WITH ENJOYMENT. 

            8.2       
Limitation of Liability. IN NO EVENT SHALL EITHER PARTY (INCLUDING EACH
OF ITS AFFILIATES, SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS, MANAGERS, OWNERS,
LICENSEES, CUSTOMERS AND AGENTS) BE LIABLE TO THE OTHER FOR THE PAYMENT OF ANY
CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, OR LOST PROFITS, BUSINESS OR
REVENUE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
PROVIDED, HOWEVER, THAT THIS SECTION 8.2 DOES NOT LIMIT EITHER PARTY’S INDEMNITY
AND DEFENSE OBLIGATIONS UNDER ARTICLE VII HEREIN. 

ARTICLE IX
ASSIGNMENT; RELATIONSHIP OF
PARTIES


            9.1       
Limitation on Assignment. Neither Party may assign any right or
obligation under this Agreement, other than the right to receive money, to any
person, or entity, other than its parent or subsidiary companies, without the
express written consent of the other Party.

            9.2       
Party Relationship. Nothing herein shall be construed to create a
relationship between Licensee and Licensor in the nature of partnership
profit-sharing, company, joint venture, principal/agent, employment or any other
relationship that might impose liability on either Party for the other Party's
past, present or future debts, liabilities, obligations, acts or omissions. 

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ARTICLE X
MISCELLANEOUS


            10.1   
Governing Law, Jurisdiction and Venue. This Agreement shall be governed
by and construed in accordance with the laws of the State of Colorado applicable
to contracts to be performed entirely within such state. The District Court for
the City and County of Denver shall have exclusive jurisdiction, including in
personam jurisdiction, and shall be the exclusive venue for any and all
controversies and claims arising out of or relating to this Agreement. 

            10.2   
Bankruptcy. Each Party shall have the right, on five (5) days written
notice to the other, to terminate this Agreement in the event of any of the
following: (i) the other Party files a petition in bankruptcy, or is adjudicated
bankrupt, (ii) a petition in bankruptcy is filed against the other Party and is
not dismissed within sixty (60) days thereof, (iii) the other Party becomes
insolvent, (iv) the other Party makes an assignment for the benefit of
creditors, or files a petition or other relief under or pursuant to any federal
or state bankruptcy, insolvency, or reorganization statute or procedure, or (v)
a custodian, receiver or trustee is appointed for the other Party in any
bankruptcy or related proceeding, and such receivership is not discharged within
sixty (60) days thereafter. 

            10.3   
Entire Agreement. This Agreement is the final integration of the
agreement between the Parties with respect to the matters covered by it and
supersedes any prior understandings or agreements, oral or written, with respect
thereto. 

            10.4   
Modification, Waiver. This Agreement may not be modified or supplemented
except by written instrument signed by the Parties. No action or failure to act
by either Party shall be deemed to be a waiver unless such waiver is expressly
set forth in writing. No waiver of any default or breach of any agreement or
provision herein contained shall be deemed a waiver of any other default or
breach thereof or of any other agreement or provision herein contained.

            10.5   
Severability. If any provision of this Agreement shall be held to be
invalid or unenforceable for any reason: (i) such invalidity or unenforceability
shall not affect any other provision of this Agreement, (ii) the remaining
terms, covenants and conditions hereof shall remain in full force and effect and
(iii) any court of competent jurisdiction may so modify the objectionable
provision as to make it valid and enforceable. 

            10.6   
Headings. Headings of articles, sections and subsections of this Agreement
are inserted for convenience only and shall not be deemed to constitute a part
hereof. 

            10.7  
 External Circumstances. No Party shall be considered in default or
be liable to the other Party for any delay in performance or non-performance
(except with respect to an obligation to pay money) caused by circumstances
beyond the reasonable control of such Party, including but not limited to acts
of God, explosion, fire, flood, war, whether or not declared, accident, labor
strike or labor disturbances, terrorist activities, inability to procure
supplies from third party vendors, sabotage, orders or decrees of any court, or
actions of any government authority. 

            10.8  
 Surviving Obligations. All obligations under this Agreement that
are continuing in nature shall survive the termination or conclusion of this
Agreement. 

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            10.9   
Rules of Construction. The Parties have had the opportunity to retain
independent legal and financial counsel with respect to the negotiation of this
Agreement. They have independently, separately, and freely negotiated each and
every provision of this Agreement as if all Parties drafted it, and therefore,
waive any statutory or common-law presumption that would serve to have this
document construed in favor of, or against, any Party. 

           
10.10  Mediation. If any dispute, claim or controversy arises out of
or relates to this Agreement or the breach, termination, enforcement,
interpretation or validity thereof, and if such dispute cannot be settled
through negotiation, the Parties agree first to try in good faith to settle the
dispute by mediation under the Commercial Mediation Rules of the American
Arbitration Association before resulting to litigation. Any dispute, claim or
controversy arising out of or relating to this Agreement or the breach,
termination, enforcement, interpretation or validity thereof, that cannot be
resolved by mediation within thirty (30) days may be finally resolved by
litigation. This mediation provision shall not limit a Party from seeking or a
court from granting a temporary restraining order, preliminary injunction or
other injunctive relief with respect to an alleged breach or violation of any
covenant or agreement contained Article V of this Agreement.

            10.11 
Notice. All notices, demands and other communications to be sent by one
Party to the other under this Agreement shall be in writing and shall be deemed
to have been validly made, given, served and received if given or served by
delivery in person to the addressee, or if sent by facsimile during normal
business hours with delivery verification, or three (3) days after deposit in
the United States mail, postage prepaid, registered or certified mail, return
receipt requested, addressed as follows:

	 	If to Licensee: 	Critical Mass, Inc. 
	 	  	866 Navajo Street 
	 	  	Denver, Colorado 80204 
	 	  	Attention: John Knapp 
	 	  	  
	 	If to Licensee: 	Critical Mass, Inc. 
	 	  	866 Navajo Street 
	 	  	Denver, Colorado 80204 
	 	  	Attention: John Knapp 


            10.12
Counterparts. This Agreement may be executed in one or more counterparts,
all of which taken together shall constitute one instrument. A facsimile or
other electronic copy of a signature on this Agreement shall be acceptable as
and deemed to be an original signature. 

[Remainder of page intentionally left blank. Signature page
follows.]

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     IN WITNESS WHEREOF, Licensor and Licensee have
executed this Agreement effective as of the date first above written. 

 

LICENSEE:

CRITICAL MASS INDUSTRIES, LLC
a Colorado limited liability
company


By: ______________________________________________
Name:
John Knapp
Title: President


 

LICENSOR:

GOOD IPCO LLC

By: ______________________________________________
Name:
John Knapp
Title: President 


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