EXHIBIT 10.2
AMENDED TECHNOLOGY LICENSE AGREEMENT
AMENDMENT TO
TECHNOLOGY LICENSE AGREEMENT
BETWEEN
NICHE TECHNOLOGIES, INC. (DBA NICHE PROPERTIES)
AND
FAIRWAY PROPERTIES, INC.
DATED
MARCH 5, 2010
WHEREAS, Niche Technologies, Inc. ("Licensor") and Fairway Properties, Inc.
("Licensee") entered into the Technology License Agreement dated October 26th,
2007 (the "Agreement"); and
WHEREAS, Licensor and Licensee both desire to modify the terms of the Agreement
given recent economic conditions;
NOW, THEREFORE, in consideration of the promises and the mutual covenants of
this Amendment, the parties hereto agree to amend the Agreement as follows:
1. PAST ROYALTIES DUE
A. All prior Guaranteed Minimum Royalties owing from Licensee to
Licensor are hereby waived.
2. ROYALTY PROVISIONS
A. The Guaranteed Minimum Royalty per calendar year of ten
thousand US Dollars (USD 10,000.00) is eliminated. Licensee
shall pay Licensor a Guaranteed Minimum Royalty per month of
five hundred US Dollars (USD 500.00) beginning with the month
of March 2010. The Royalty Rate continues to be twenty five
percent (25%) of all membership and advertising revenues.
B. The Guaranteed Minimum Royalty per month shall be due and
payable on the first day of every month for the then current
month. Any Royalties owed in addition to the Guaranteed
Minimum Royalty for any particular month are due by the end of
the following month.
C. The Royalty owed Licensor shall be calculated on a monthly
calendar basis (Royalty Period). The Licensee's Net Sales
shall be processed through its own payment processor and
deposited into its bank account.
D. For each Royalty Period, Licensee shall provide Licensor with
a written royalty statement in a form acceptable to Licensor.
Such royalty statement shall be certified as accurate by a
duly authorized officer of Licensee and shall include
reportable sales for each applicable period. Such statements
shall be furnished to Licensor regardless of whether any sales
were made during the Royalty Period or whether any actual
Royalty was owed.
E. "Net Sales" shall mean Licensee's gross sales (the gross
invoice amount billed customers), less discounts and
allowances actually shown on the invoice (except cash
discounts that are not deductible in the calculation of
Royalty).
F. If Licensee sells any Products and Services to any affiliated
or related party at a price less than the regular price
charged to other parties, the Royalty shall be computed at the
regular price.
G. Upon expiration or termination of this Agreement, all Royalty
obligations shall be accelerated and shall immediately become
due and payable.
H. Late payment of the Guaranteed Minimum Royalty, if applicable,
shall incur interest at the rate of one and one-half percent
(1.5%) per month from the date such payments were originally
due.
3. AFFILIATE SALES
A. Licensee may resell all services provided by Licensor's Niche
Properties business unit. Licensee will remit to Licensor
seventy five percent (75%) of all revenue associated with
these services (the "Affiliate Fees") by the end of the
following month in which it received the revenue.
B. The Affiliate Fees owed Licensor shall be calculated on a
monthly calendar basis (Affiliate Fees Period).
C. For each Affiliate Fees Period, Licensee shall provide
Licensor with a written Affiliate Fees statement in a form
acceptable to Licensor. Such Affiliate Fees statement shall be
certified as accurate by a duly authorized officer of Licensee
and shall include reportable sales for each applicable period.
Such statements shall be furnished to Licensor regardless of
whether any sales were made during the Affiliate Period or
whether any actual Affiliate Fees was owed.
D. Upon expiration or termination of this Agreement, all
Affiliate Fees obligations shall be accelerated and shall
immediately become due and payable.
E. Late payment of the Affiliate Fees, if applicable, shall incur
interest at the rate of one and one-half percent (1.5%) per
month from the date such payments were originally due.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby,
have each caused to be affixed hereto its or his/her hand and seal the day
indicated.
NICHE TECHNOLOGIES, INC. FAIRWAY PROPERTIES, INC.
By: Xxxxxxx X. Xxxxxx By: Xxxx X. Xxxxxx
Title: President Title: President
Date: March 5, 2010 Date: March 5, 2010
