LICENSE OF SERVICE AGREEMENT - (For Realtors / Real Estate Professionals)
 
 


RECITALS:

1.               Licensor has developed and owns a proprietary business paradigm, website (teardowns.com) and system for the buying and selling of certain specially identified real estate properties without using any established multiple listing service (called "System"). Under that System the following services are provided to or for third party customers by a Licensee of the Licensor, to wit: The buying and selling of the certain specially identified real estate properties. (called "Services"). The System and the Services are more particularly described in Exhibit A. attached hereto and made a part of this Agreement; and

2.               This Agreement refers to certain Licensed Marks that are subject to restricted limited and minimal use and which are set forth in Exhibit B. attached hereto and made a part of this Agreement (called "Licensed Marks"); and

3.               Licensor desires to grant an exclusive right to the Licensee to use the System under the terms of this Agreement for commercial use within the limits of a defined territory (called "Territory") as set forth and defined in Exhibit C. attached hereto and made a part of this Agreement. "Commercial use" means the utilization of the System by the Licensee for profit within the limits of the Territory. The license to use the System for commercial use within the defined Territory is called the "Licensed Rights"; and,

4.               Licensee is a duly licensed realtor that wishes to add the System to Licensee's existing real estate business and therefore desires to obtain the exclusive right to the use Licensed Rights in the defined Territory.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1.               GRANT AND ACCEPTANCE OF LICENSE OF LICENSED RIGHTS. Subject to the terms and conditions in this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts, the exclusive use of the Licensed Rights for the Territory. The term "Licensed Rights" is defined in Recital 3.of this Agreement, and is incorporated by reference into this Agreement. This Agreement does not grant the Licensee the right to do business within the Territory, as Licensee has such right without such a grant from Licensor. This Agreement only grants the Licensee the right to use the Licensed Rights within the Territory subject to the terms of this Agreement.

2.               OWNERSHIP RETAINED BY LICENSOR IN LICENSED RIGHTS. The license granted of the Licensed Rights grants to the Licensee the right to use said License Rights during the term of this Agreement. At no time does this Agreement grant to Licensee any ownership rights in the Licensed Rights. Further, Licensee shall not represent, directly or indirectly, that it is the owner or has any rights in the Licensed Rights other than those rights granted by this Agreement.

3.               USE OF THE LICENSED RIGHTS BY LICENSEE. The Licensee shall use the Licensed Rights subject to the follow terms and conditions:

a.      Limits in Territory. Licensee shall (i) not solicit, sell, advertise or promote sales of Services utilizing the Licensed Rights outside the Territory. It is understood by Licensee that Licensor cannot lawfully prevent its Licensees located elsewhere from operating in a manner that utilizes or markets the Licensed Rights within the Territory and that it has no obligation to do so.

b.      Certified Trainer. Solely in order to protect the health and safety of the public in the operations of Licensee's business, that prior to marketing and providing the Services to any and all third-party customers, the Licensee or at least one of its designees involved in the daily operations of the business utilizing the Licensed Rights must pass a Certification Course provided by the Licensor and become certified by the Licensor as an "Authorized teardowns.com Licensee" (called "Certification Course"). There is no additional charge for said certification. At the election of the Licensor the Certification Course ("system training") may be delivered over the Internet on a pass word protected website designated by the Licensor. Upon completion of any Certification Course the party trained shall receive a certificate of certification as an "Authorized teardowns.com Licensee" confirming that the said party has successfully completed the required course (called being "Certified"). Licensor reserves the right to not grant certification to anyone whom Licensor deems in its sole determination that said party will or may be a threat to the public health and safety, and in which case any funds paid to Licensor by Licensee shall be refunded in full.

c.      Compliance with Laws. Licensee is a duly licensed realtor. Licensee shall comply with all local, State and Federal laws required for the operation of a real estate business utilizing the Licensed Rights. Upon request of the Licensor, the Licensee shall provide proof of such compliance with all laws.

d.      Best Efforts to Market the Licensed Rights. Subject to the terms of this Agreement, Licensee agrees to exercise its best efforts to develop and operate the largest possible market for the use of the Services by third party customers in the Territory, and Licensee shall continuously offer, advertise and otherwise promote such Services use in the Territory.

e.      Licensee Solely Responsible For Marketing Plan. Licensee shall be solely responsible with regard to establishing a marketing and sales plan to market the Services, and Licensor shall not have such responsibility, financial or otherwise, with regard to the facility used, and the marketing and/or sales of Services. Subject to the quality control standards set forth in this Agreement, Licensee shall have complete control with respect to the marketing and selling of the Services, including without limitation, any and all prices at which the Services are charged and/or reimbursed.

f.       Other Competing Related Services. Nothing contained in this Agreement shall effect or limit Licensee's right to develop, distribute, advertise, market and/or sell any other related services, provided that such other services shall not likely be confused by reasonable consumers with the Services provided in utilization of the Licensed Rights.

g.      Quality Standard. The "quality standard" utilized by the Licensee in the use of the Licensed Rights shall be such as not to threaten harm to the health and safety of the public and/or the customers of the Licensee and/or to diminish the value or reputation of excellence of the Licensed Rights and the Licensor.

h.      Application of Quality Standard. Licensee agrees that the Licensee shall at all times during the term of this Agreement conform in full to the Quality Standard in providing the Services using the Licensed Rights. The compliance with the Quality Standard shall be a substantive part of this Agreement and the continued application of it shall never be diminished during the terms of this Agreement.

i.        Public Use of Licensed Rights. Licensee agrees that Licensee shall not hold Licensee out to the public as substantially associated with the Licensed Marks, to wit: the Licensor's trademark, service mark, trade name, logotype, advertising or other commercial symbol that designates the Licensor or its affiliate, if any. Further, the Licensee's use of the Licensed Marks shall not in any manner whatsoever serve as the primary identification of Licensee's business. To do so would be a substantive breach of this Agreement and grounds for termination pursuant to Paragraph 7.a (Termination Provisions).

j.       No Use of Licensor Name in Business Name of Licensee. Licensee may not use in any manner whatsoever "teardowns.com", "Teardowns", "teardowns", "teardown", "infillRE, LLC" as its business name, a business entity name, or bank account name. Licensee shall use a name for Licensee's business that does not include the word "Teardowns" or "teardowns".

k.      Identification as "Licensee". Subject to the Licensee applying at all time the terms of Paragraph 4 i. above, Licensee may identify to the public that Licensee is an "Authorized teardowns.com Licensee" so long such identification and/or the use of the Licensed Marks do not in any manner whatsoever (i) hold Licensee out to the public as substantially associated with the Licensed Marks, to wit: the Licensor's trademark, service mark, trade name, logotype, advertising or other commercial symbol that designates the Licensor or its affiliate, if any, and/or (ii) serve as the primary identification of Licensee's business to the reasonable customer. Further, such identification shall not be done in such a manner that is likely to convey to the public that Licensee is or appears to be a franchise outlet of the Licensor.

l.        Licensee's Right to Use Other Trade Names, etc. Subject to the terms of this Agreement, Licensee shall have the right to use any trade names or trademarks it deems appropriate and which is lawful in marketing the Services, and Licensee may register in the name of Licensee such trademarks (other than the Licensed Marks or similar marks to the Licensed Marks or marks likely to confuse consumers with the Licensed marks) with the U.S. Patent and Trademark Office or any State agency without the approval of Licensor.

m.    Monitoring of the Public Use of Licensed Marks. The application and execution of this Paragraph 3., including but not limited to the public use of the Licensed Marks, shall be regularly and periodically monitored by the Licensor for potential and actual breaches hereof. Licensee shall fully cooperate with the Licensor in the monitoring of the application and execution of this Paragraph 3., and upon request of the Licensor deliver to Licensor for review all marketing, advertising and/or promotional materials of the Licensee.

n.      Items Available From Licensor. From time to time, the Licensor may have various items available to the Licensee that may or may not assist the Licensee in the use of the System. In application or otherwise, all of said items shall comply with the terms of this Agreement, and the Licensee in dealing with the public or others shall not hold out to the public or others that Licensee is marketing "teardowns.com" labeled products under this Agreement. As Licensee is an independent contractor, it is optional and at the sole discretion of the Licensee as to whether or not Licensee shall purchase or use said items in the performance of this Agreement. From time to time, a list of items and their costs (if any) will be available from the Licensor upon the request of the Licensee.

4.               LICENSE FEES AND DIVISION OF OTHER FEES

a.       Initial License Fee. Upon the execution of this Agreement, Licensee shall pay Licensor the Initial License Fee in the sum of Three-Hundred and Forty-Five Dollars ($345.00).

b.       Division of Brokerage Sales. The Licensee shall share the sales commission with the Licensor on each sale of each property that is of the type described in Exhibit A. during the term of this Agreement. As well as, all sales of real estate properties facilitated in any manner whatsoever through the use of this Agreement and/or the use of the System by the Licensee or those directly or indirectly under Licensee's direction shall be divided between the parties as follows: The total sales commission shall be divided as follows: Eighty percent (80%) to the Licensee and Twenty percent (20%) to the Licensor. All fees shall be paid upon each closing of the real estate transaction

c.        Books and Accounts. As per the operations of any business, Licensee shall keep accurate books of account and records indicating in detail all business transactions relating to the Licensed Rights, including resulting Revenues. Such books of account and records shall be open to examination at all reasonable times by representatives of Licensor. Licensee shall permit such representatives to take excerpts from, and make copies of, any entries therein. Licensee shall furnish such other reports as may from time to time be reasonably required by Licensor. Licensor shall have the right at its sole cost and expense to cause an independent certified public accounting firm to examine and inspect the books and records of Licensee which relate to the Licensed Rights for the purpose of determining the accuracy of reports rendered by License.

5.               TERM

a.       Initial Term. The initial term of this Agreement shall be for twelve (12) months beginning on the date of this Agreement.

b.       Additional Successive Terms. The Licensee with the written approval of the Licensor shall have the right to extend this Agreement for three (3) additional successive one (1) year terms upon the payment to the Licensor of the Renewal Fee of five dollars ($345.00) for each renewal period subject to Licensee being in full compliance with the requirements of this Agreement. In all other respects, the terms of this Agreement shall be in full force and legal effect during any and all successive terms. The fee for the successive term may be waived by Licensor.

6.               TERMINATION.

a.       Termination by Either Party for Uncured Material Breach. Either party may terminate this Agreement without prejudice to its other remedies forthwith by notice, as required in this Agreement, in writing to the other if and only if the other party commits any material breach of this Agreement; provided that, if the breach is capable of remedy within thirty (30) days, the termination notice shall only be given if the party in breach shall not have remedied the same within the thirty (30) days after having been given notice in writing specifying the breach and requiring it to be remedied.

b.       Termination by Licensor. The Licensor may immediately terminate this Agreement forthwith by notice in writing if at any time the Licensee does any of the following:

1)         Failure to Pay Charges or Fees. The Licensee fails to pay any charges, fees or payments due under this Agreement within thirty (30) days of their due date; and/or

2)         Abandonment of Proving Services. In the event it appears to a reasonable person that the Licensee is not providing Services under this Agreement and such failure to provide said Services is pursuant to an intention to abandon the providing of said Services; and/or

3)         Term Is Not Extended. The term of this Agreement expires without Licensee renewing and extending the term; and/or

4)         Prohibited Assignment. The Licensee makes an assignment for the benefit of its creditors, admits in writing to its inability to pay its debts as they come due, commences or is the subject of any proceeding under law relating to bankruptcy, insolvency, or readjustments of its debt, which proceeding is not dismissed within sixty (60) days after commencement; and/or

5)         Legal Liability. The Licensee's use of the Licensed Rights may reasonably lead to legal liability on the part of the Licensor; and/or

6)         Incurable Breach. Licensor determines that the Licensee has breached this Agreement and the breach is not curable within thirty (30) days of notice of said breach.

c.        Rights upon Termination. Upon Termination of this Agreement pursuant to this Paragraph, the Licensed Rights and the license granted under this Agreement shall terminate completely and all rights shall revert to Licensor. Licensee shall immediately pay to Licensor all sums due under the terms of this Agreement. Also, Licensee agrees that Licensee shall have no claim of entitlement to any and all sums advanced to Licensor pursuant to this Agreement, including but not limited to all sums paid under Sections 4 and 5 of this Agreement and that Licensee shall have forfeited such monies paid.

d.       Use of Licensed Rights on Termination. Upon the expiration or termination of this Agreement for whatever reason, the Licensee at its expense shall immediately cease to make any use whatsoever of the Licensed Rights and the Services, and Licensee shall forthwith cause all references of any kind whatsoever to the Licensed Rights to be removed from all sales and marketing literature and other materials of the Licensee. Licensee shall immediately not hold itself out to the public as providing said in any manner whatsoever. Licensor shall have the right to enjoin the Licensee for the breach of this provision.

e.        Non-Compete Provision. For a term of twelve (12) months from the date of termination, the Licensee is prohibited from performing the work that is the subject of this Agreement, to wit: arranging within the Territory in any manner whatsoever the buying and selling of the properties defined in Exhibit A without the utilization in any manner whatsoever of an established multiple listing service.

7.               REPRESENTATIONS OF LICENSOR AND ACKNOWLEDGMENT BY LICENSEE

a.    No Earnings Representation. Licensee agrees that by Licensee's use of the Licensed Rights, Licensor shall not and has not represented that the Licensee will with certainty earn, is likely to earn, an amount of or in excess of the initial payment set forth in Paragraph 4.a. or earn any amount whatsoever. The Licensor has represented to the Licensee that whether or not Licensee shall earn an amount in excess of the initial payment set forth in Paragraph 4.a. or any amount whatsoever is wholly dependent on the (i) business acumen and abilities of the Licensee (ii) as well as the sole due diligence of the Licensee in ascertaining the viability of said commercial market, and (ii) not on the representations of Licensor.

b.    No Representation as to Market. Licensee acknowledges and agrees that Licensor shall not and has not represented specifically to the Licensee that there is an established, guaranteed, and/or commercial market that is commercially exploitable by the use of the Licensed Rights. The Licensee acknowledges that the Licensor has represented to the Licensee that whether or not there is a substantive commercial market for the exploitation and commercial use of the Licensed Rights by the Licensee is wholly dependent on the business acumen and abilities of the Licensee as well as the sole due diligence of the Licensee in ascertaining the viability of said commercial market.

c.     Marketing Plan. As each geographical market may be different from other markets, and a marketing plan that may be successful in one market may not be successful in another market, Licensee acknowledges and agrees that Licensor shall not and has not provided a marketing plan to Licensee that Licensor represents will by the sole marketing plan that will successfully and commercially exploit the market for the sale and buying of properties as set forth in Exhibit A. and without utilization of a local multiple listing service.. The Licensee acknowledges that the Licensor has represented to the Licensee that whether or not there is a substantive commercial marketing plan for the particular Licensee that will successfully and commercially exploit the use of the License Rights for profits is wholly dependent on the business acumen and abilities of the Licensee as well as the sole due diligence of the Licensee in ascertaining the viability of said commercial market and the particular marketing plan, if any, that will be successful in said marketplace.

d.    Items Available From Licensor Not Required for Success. Licensee agrees that Licensor has not made any representation whatsoever that the use of the items referred to in Paragraph 3.n. above are necessary to the successful operation of Licensee's business, and Licensor has represented that such success is wholly dependent on the (i) business acumen and abilities of the Licensee (ii) as well as the sole due diligence of the Licensee in ascertaining the viability of the items that Licensee requires for success.

e.     No Primary Identification with Licensed Marks. The Licensor has not represented that this Agreement grants, directly or indirectly, any rights whatsoever to use the Licensed Marks as the primary identification of Licensee's business. In fact, Licensor has represented that Licensee shall not use in any manner whatsoever the Licensed Marks, directly or indirectly, as the primary identification or substantially the identification of Licensee's business.

f.     No Buy-Back Representation. Licensor shall not and has not represented that the Licensor or anyone else may or will purchase and/or buy back or is likely to buy back any materials, equipment, product or service provided to the Licensee by the Licensor or any third party on behalf of the Licensor

g.     No Distribution by Licensor. The Licensor shall not and has not represented that the Licensor will sell, lease, or distribute the goods made or services rendered by the Licensee.

h.    No Refund Guarantee. The Licensor shall not and has not represented to the Licensee that the Licensor shall refund any fees of any kind whatsoever in the event that the Licensee is unsatisfied with the business opportunity as set forth in this Agreement. The Licensor shall not and has not represented to the Licensee that the Licensor may or will pay to the Licensee the difference between the initial payment and the Licensee's earnings derived from the business of the Licensee, which is the subject of this Agreement.

i.      No Location or Account Assistance. The Licensor shall not and has not represented to the Licensee or assisted the Licensee, directly or indirectly, in determining or finding a location on a premises neither owned nor leased by the Licensor or Licensee for Licensee's business, including but not limited to, supplying the Licensee with the name of a locator company(s) to find the Licensee a business location. The Licensor shall not and has not represented to the Licensee or assisted the Licensee in finding accounts (e.g. customers) and/or retail outlets for the Licensee's products and/or services.

j.      Read and Understands This Paragraph. The Licensee represents and agrees and certifies by placing Licensee's initials below that Licensee has read and understands in whole and in part this Paragraph 7.a. through 7.i

8.               INDEMNITY

a.       Licensee Indemnity Obligations. The Licensee agrees at its expense to defend, indemnify and hold Licensor harmless from any and all third party claims, demands, causes of action and judgments (including attorney's fees, court costs and expert witness fees and claims by anyone or any entity) arising out of (i) Licensee providing services of any kind to customers, (ii) Licensee's advertising, promotion, or sale of any and all services contemplated by this Agreement, (iii) Licensee's misuse of the Licensed Rights or the Services causing injury to third party(s), (iv) Licensee injuring a third party in any manner whatsoever or (v) Licensor withdrawing permission of the Licensee to use the Licensed Rights. In any dispute, Licensor shall be consulted with regard to any admission or settlement that may adversely affect the interests of the Licensed Rights or Licensor. Under this indemnity provision in no event shall Licensor be liable for any damages, including without limitation, loss of profits by anyone, arising from or related to the Licensee's use of the Licensed Rights or the termination of this Agreement, even if Licensor has notice of the possibility of such damages.

9.               INSURANCE

a.       Licensee's Insurance Obligations. As generally required by usage in all businesses, Licensee shall have insurance coverage at all times during the term of this Agreement for the following insurance policies:

1)         Errors and Omissions Policy for Real Estate Transactions (coverage under Broker permissible).

b.       Proof of Insurance. At any time or times upon the request of the Licensor, Licensee shall provide written proof of all insurance coverage required by this Agreement.

10.           PROTECTION AND NON-DISCLOSURE

a.       Acknowledgment of Confidential Information. Licensee acknowledges a continuing responsibility with respect to the protection of the Confidential Information of the Licensor.

b.       Definition of "Confidential Information". "Confidential Information" means all knowledge, information, or trade secrets which are or may become the property of the Licensor, or to which the Licensor may have access, and that is related to the use of the Licensed Rights and the teaching of the System.

c.        Ownership of Confidential Information Remains With Licensor. That the Confidential Information shall be and shall remain the exclusive and confidential property of the Licensor.

d.       Duties of Licensee and Its Employees. For the term of this Agreement and five (5) years after the end of this Agreement, that the Licensee and the Licensee's employees keep the Confidential Information confidential and to use reasonable, best efforts to ensure that none of its employees or others disclose any Confidential Information to third parties;

e.        Duty Not To Disclose, Etc. For the term described in Paragraph 10. d. above., that Licensee or its employees shall not copy, publish, or disclose to others, or knowingly allow its employees to copy, publish, or disclose to others, the Confidential Information without the prior written approval of the Licensor; and

f.        Return of Confidential Information. That upon request to return the Confidential Information to the Licensor, Licensee agrees to do so forthwith.

11.           LICENSEE STATUS AS INDEPENDENT CONTRACTOR

a.       With regard to the operation of Licensee's business utilizing the Licensed Rights, and notwithstanding any other provision of this Agreement, this Agreement shall not render the Licensee an employee, partner, agent or joint venturer, or franchisee, with the Licensor for any purpose. The Licensee is particularly not a franchisee because as a condition to do the business of the Licensee under this Agreement, Licensor has done the following: (i) Required that there is no common name determined by the Licensor for the name of Licensee's business (ii) Required that Licensee is an independent contractor, and that the Licensee is free to perform the work of Licensee's business in any manner that Licensees deems appropriate and not by way of any supervisorial arrangement such as a franchise imposes, and (iii) Licensee is not required to purchase any products, advertising aids, or services from the Licensor. Any education or training requirements for use of the Licensed Rights is for the health and safety of the public and specifically and intentionally NOT to control in any manner whatsoever the operations of Licensee's business.

b.       Under the terms of this Agreement, the Licensee is and will always remain under this Agreement solely in an Independent Contractor relationship to the Licensor.

c.        The Licensor shall not be responsible for withholding taxes with respect to the Licensee's earnings and/or compensation hereunder. The Licensee shall have no claim against the Licensor hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

d.       At all times in the performance of this agreement, the licensee is solely a Licensee and not an employee of the Licensor. Notwithstanding any other provision or provisions of this agreement. The performance by the Licensee shall (i) be solely controlled by the Licensee as to the manner in which the work under this License is performed, (ii) the time required to perform the work, (iii) the personnel that performs the work, and (iv) the techniques, tools and equipment utilized to perform the work. The Parties agree that (a) the Licensee is not required to use any training provided by the Licensor to perform the work under this Agreement, (b) the order and sequencing of all work is under the sole control of the Licensee, (c) the Licensee is not subject to dismissal by the Licensor for reasons other than the Non-Performance of the Agreement as only set forth in the Agreement, and (d) the Licensee in performing the work contemplated by this Agreement is not under the supervision in any manner whatsoever of the Licensor. The Licensee may provide services under this Agreement to the general public on his own behalf as well as for the Licensor. The Licensee agrees that Licensee shall provide all techniques, equipment, tools that Licensee solely deems necessary to perform the work under the Agreement. The Licensee understands and agrees that Licensee may earn a profit or sustain a loss in the performance of the work under this Agreement, and that the Licensor is not responsible to the Licensee for such profit or loss. Licensee shall devote such time to the performance of the work under the terms of this Agreement as the Licensee shall solely determine. Licensee shall solely determine the hours of work and the place of work.

12.           MISCELLANEOUS PROVISIONS

a.       Governing Law. This Agreement and all amendments, modifications, alterations, or supplements hereto, and the rights of the parties hereunder, shall be construed under and governed by the laws of the State of Illinois.

b.       Interpretation. The parties are equally responsible for the preparation of this Agreement and in any judicial proceeding the terms hereof shall not be more strictly construed against one party than the other.

c.        Place of Execution. This Agreement and any subsequent modifications or amendments hereto shall be deemed to have been executed in the, State of Illinois.

d.       Recitals and Headings. The recitals and headings of this Agreement are part of this Agreement and should be considered equally with other terms and words when interpreting said Agreement.

e.        Notices. Any notice herein required or permitted to be given, or waiver of any provision hereof, shall be effective only if given or made in writing. Notices shall be deemed to have been given on the date of delivery if delivered by hand, or upon the expiration of five (5) days after deposit in the United States mail, registered or certified, postage prepaid, and addressed to the respective parties at the addresses specified below the signature of each party to this Agreement. Any party hereto may change the address to which notices to such party are to be sent by giving notice in writing to the other party at the address and in the manner provided above.

f.        Assignments and Sub-Licensing. Though Licensor does not wish to discourage sub-licensing by Licensee, Licensee shall not grant, transfer, convey, sublicense, create sub-Licensees, or otherwise assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Licensor and legal compliance as determined by the Licensor.

g.        Entire Agreement. This Agreement constitutes the entire agreement between Licensor and Licensee with respect to the subject matter hereof and shall not be modified, amended or terminated except as herein provided or except by another agreement in writing executed by the parties hereto.

h.       Severability. All rights and restrictions contained herein may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement not essential to the commercial purpose of this Agreement shall be held or suspected to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.

i.         Attorneys' Fees, etc. In the event either party brings any action, suit or proceeding against the other party to enforce any right or entitlement which it may have under this Agreement, either party shall, to the extent it is successful in pursuing or defending the action, and in addition to all other rights or remedies available to it in law or in equity, be entitled to recover its reasonable attorneys' fees and court costs incurred in such action.

j.         Jurisdiction and Venue. The parties hereto consent to the jurisdiction of the State of Illinois and any venue of any court within the State of Illinois in the event that any lawsuit or action is filed by either party with regard in any manner whosoever to the inducement to enter into this Agreement, the execution and/or the performance of this Agreement.

k.       Compliance. Licensee agrees that it will comply in all material respects with all material laws and regulations relating to marketing, selling or distributing of the Services and its use of the Licensed Rights. Licensor agrees that it will comply in all respects with all Federal, State and local laws and regulations relating to the use of the Licensed Rights. Licensor will not at any time take any action, which would cause Licensee or Licensor to be in violation of any such applicable laws and regulations. Licensee shall not take any action that will alter the legal classification of Licensee as any status other than an independent contractor licensee.

l.         Consultation with Counsel. Prior to the execution of this Agreement, Licensor represents that Licensor has consulted with legal counsel of the State of the domicile of the Licensor with regard to the application of this Agreement in the States of the United States where Agreement will be used, and Licensee represents that Licensee has consulted with legal counsel of the domicile State of the Licensee with regard to the application of this Agreement in said State.

m.     Waiver of Business Opportunity Laws. The Licensee hereby waives the application of any Business Opportunity Statute that is applicable to the Licensee and/or the Licensor where such waiver is lawful. Business Opportunity Statues require the registering of the representations of the Licensor and the elements of the business opportunity with the appropriate State. The registration statement sets out the terms and conditions of the investment as well as the business and personal history of the party(s) offering the business opportunity. All of this information is also contained in a Disclosure Statement. The Licensor is required under these laws to give a copy of a Disclosure Statement to the potential Licensee before any money is transferred. Not all States have such Business Opportunity Laws. In the event that compliance with these laws is determined necessary or advisable by counsel of the domicile of the State of compliance, the Parties agree to so comply with said laws.

n.       Disclaimer of any guarantee of earnings or profits. Licensee understands and agrees that by the signing of this Agreement by the Licensor, such signing by Licensor does NOT operate in any manner whatsoever as a guarantee that Licensee shall have any earnings or profits whatsoever derived, directly or indirectly, from the full or partial utilization in any manner whatsoever of this Agreement.

EXHIBIT A. - Description of System and Services

 

The System – A marketing program, website (teardowns.com), lead generation tool and business model that utilizes a proprietary marketplace for the aggregation and dissemination of information without the use of an established Multiple Listing Service for the purchase and sale of certain specified types of properties as defined below:

 

1. Teardown – A building (home) that is to be torn down and replaced with another, often-larger building (home).

2. Rehab – A building (home) where certain fundamental structural components are left intact while certain attributes are replaced with newer parts and features (i.e. appliances, flooring, plumbing etc.).

3. Infill - The use of vacant land and property within a built-up area for further construction or development, especially as part of a neighborhood preservation or limited growth program.

4. Land – Developable tracts of land either now vacant residential or recently rezoned, or destined to be rezoned parcels

 

The Services –The Services is the application of the System in providing and arranging real property transactions with regard to the properties described in the preceding paragraph.

 

 

EXHIBIT B. - Licensed Marks

 


1. teardowns.com

 


2.

 


3.

 


4.