LICENSINGAGREEMENT

THIS AGREEMENT (“Agreement”) is dated April 15, 2010 among Demand Pooling Global Services LLC, a limited liability company, established pursuant to the laws of the State of Delaware, having an address of 12720 Hillcrest Road, Suite 1045, Dallas, TX  75230 ( “Licensor” or “DPGS”), and Accelerated Acquisitions V, Inc., a company incorporated pursuant to the laws of the State of Delaware, with an address of 122 Ocean Park Blvd. Suite 307, Santa Monica, CA 90405 (“Licensee”).

 

A.   Except as provided herein, Licensor holds all rights, title and interest to a certain invention  entitled “DPGS Technology” as further described in Schedule "A" attached hereto (“Technology”);

B.   Licensor wishes to enter into a formal licensing agreement with Licensee on the terms set forth below;

THIS AGREEMENT WITNESSES THAT in consideration of US$10.00 (the receipt and sufficiency of which is hereby acknowledged), the parties agree as follows:

 

INTERPRETATION

1 .1 Construction and Interpretation. In this Agreement, unless inconsistent with or excluded by the context:

1.2     Definitions. In this Agreement, unless inconsistent with or excluded by the context:

     

 

 (d)     “Intellectual Property” includes the Technology and any intellectual property relating to the Technology, including any patent, patent application, copyright, industrial design, trademark, any rights to patent, copyright, industrial design or trademark in any country, engineering designs, concepts, models, trade secrets, know-how and show how, and includes any new technology or the products as may hereafter be developed or acquired by Licensee or any of its subsidiaries;

(e)     “License” means an exclusive (North American) and non-exclusive International (outside North America), non-transferable, license (with a limited right of sublicense) to allow Licensee to install, use and apply the Technology and conduct its business in the Territory;

1.3  Variation of Agreement. Any variation or modification or waiver of the terms or conditions of this Agreement must be in writing, duly executed by Licensor and Licensee, respectively.

1.4  Severance. Each word, phrase, sentence, paragraph and section of this Agreement is severable and if a court in any jurisdiction determines that any such provision is unenforceable, illegal or void in that jurisdiction the court may sever that provision which becomes inoperative and such severance will not affect the operation of any other provisions of this Agreement nor the operation of that provision in any other jurisdiction.

1.5  Waiver. The failure of either party hereto at any time to enforce any provision of this Agreement will not affect its rights thereafter to require complete performance by the other party, nor will the waiver of any breach of any provision be taken or held to be a waiver of any subsequent breach of any such provision or be a waiver of the provision itself. In order for any waiver to be effective, it must be in writing and signed by an authorized officer of the party.

1.6  Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of Delaware, and both parties agree to submit to the exclusive jurisdiction of the courts of the State of Delaware.

 

LICENSE

     (a)    Licensor hereby grants to Licensee a license for use in the Territory, with a limited right of sublicense, as set forth in Section 2.1(e) below, to allow the Licensee to use the Intellectual Property to install, use, and apply the Technology in the course of Licensee’s business, which, in the absence of the License, would infringe Licensor’s intellectual property;

     (b)   Except for the rights granted pursuant to the License, Licensor shall retain all rights, title and interest to the Technology;

     (c)   Licensee shall be responsible for all of the testing and improvements to the Technology;

     (d)   Licensor shall retain all rights to the Improvements, but such Improvements shall also be a part of the License;

     

      (e)  Licensee shall have the right to offer limited royalty-bearing sublicenses to third parties where such third parties are in a position to commercialize the Technology in ways that Licensee cannot accomplish in a competitive manner.  Licensee shall pay Licensor twenty-five percent (25.0%) of all royalties and fees received from such third parties. If Licensee receives any non-cash consideration as part of the sublicense consideration (including equity in sublicensee or other entities), Licensor shall have the option to take its portion of the sublicense consideration in kind or in cash based on the fair market value of the non-cash consideration as of the date of receipt by Licensee wherein the fair market value as determined by Licensee’s independent accounting advisors shall equal the cash consideration an unaffiliated, unrelated buyer would pay in an arm’s length sale of a substantially identical item sold in the same quantity, under the same terms, and at the same time and place. Such right to sublicense is subject to the following conditions:

 

     (f)   Licensee shall pay Licensor a royalty of ten percent (10.00%) of all gross revenues resulting from the use of the Technology by Licensee, except as otherwise modified in writing.

2.3  Assignment of Rights. Licensor and Licensee acknowledge that the respective rights and obligations pursuant to this Agreement are personal to the parties and that Licensee, except in the event of the acquisition of Licensee, by any means, or the sale or merger of substantially all of Licensee’s assets to or with a third party, will not assign this Agreement or assign or delegate any or all rights, duties, or obligations under this Agreement without the prior consent in writing of Licensor, which consent Licensor may not withhold unreasonably.  If Licensor consents to such assignment or delegation, Licensee will remain jointly and severally liable with the assignee or delegate for the obligations of Licensor under this Agreement.  Subject to the limitations hereinbefore expressed, this Agreement will inure to the benefit of and be binding upon the parties and their respective successors and assigns.

2.4  Reorganization of Rights. Licensor may choose to reorganize its worldwide licensing strategy, including delegation of certain commercialization rights to a separate entity within the exclusive Territory, with the prior written consent of Licensee, which may not be unreasonably withheld, provided that the full beneficial terms to Licensee embodied in the Agreement shall not be diminished due to such actions.

2.5  Effect of Assignment. Unless otherwise agreed upon between the parties, no assignment of this Agreement, the benefit of this Agreement or any rights, licenses or authorities pursuant to this Agreement will relieve the assigning party from any liability under this Agreement, whether absolute, contingent, due or accruing, which exists as of the date of assignment.

2.6  No Sublicense. Except pursuant to Section 2.1(e), Licensee will not sublicense the benefit of this Agreement or any rights, licenses or authorities pursuant to this Agreement and any attempted violation of this section, whether voluntarily or by operation of law, will be void and of no force and effect.

2.7  Confidential Information. Licensee acknowledges that its entire knowledge of the Technology and the business of Licensor, including, without limitation, the contents of any Documents (defined as all drawings, specifications, blueprints, programs and other material in electronic form or otherwise relating in any manner to the Intellectual Property or the Technology) and periodic updates or revisions, in effect from time to time and the designs, plans, prototypes, specifications, standards and operating procedures for the Technology, will be derived from information disclosed to Licensee by Licensor in confidence and that the Documents and such other information are confidential information and/or trade secrets of the Licensor (all of which is herein collectively called the "Licensor Confidential Information") except where such information is in the public domain or is information describing generally accepted business, engineering or manufacturing practices. Accordingly, Licensee agrees that it will maintain the absolute confidentiality of the Intellectual Property, the Documents and such other information, both during and after the term of this Agreement, disclosing same to other employees of Licensee only to the extent necessary for compliance with this Agreement.

 

All Licensor Confidential Information obtained by Licensee shall be considered confidential and will not be disclosed by Licensee to any person without the prior written consent of Licensor. Licensor will provide reasonable confidentiality agreements in the form attached hereto as Schedule C to be signed by Licensee and all employees or sub-contractors of Licensee to whom any Licensor Confidential Information will be disclosed, and Licensee will provide or obtain signatures of such confidentiality agreements as the case may be.

During the course of its relationship with Licensor, Licensee or its subsidiaries or associates or their employees, agents or consultants may disclose certain proprietary or confidential information to Licensor or its subsidiaries or associates or their employees, agents or consultants. The proprietary or confidential information may be oral or written, may be of a technical or commercial nature, may take the form of plans, drawings, processes, formulae, schedules, reports, projections, analyses, programs, prints, recordings, lists or other compilations of information, and may relate to Licensee, its vendors, employees, stockholders or customers. All of such proprietary information and confidential information is herein collectively called the “Licensee Confidential Information”.

Any Licensee Confidential Information obtained by Licensor will be considered confidential and will not be disclosed by Licensor to any person without the prior written consent of Licensee. Licensee agrees that the Licensor Confidential Information, and all rights to the Licensor Confidential Information, which has been or will be disclosed to Licensee, as well any improvement or technology using, relating to or incorporating the Licensor Confidential Information shall remain the exclusive property of Licensor, and shall be held in trust for the benefit of Licensor.  Licensee agrees that it will not, directly or indirectly, deal with, use, or exploit the Licensor Confidential Information without Licensor's prior written consent. With regard to any improvement or new technology using, relating to or incorporating the Licensor Confidential Information, Licensee agrees to assign to Licensor all right, title and interest in such improvements or technology, any copyright, trademark, industrial design, patent applications and copyrights, trademarks, industrial designs, patents granted thereto, the sole right to file such applications and Licensee agrees to assist Licensor in obtaining reissues, divisions, renewals or extensions of any such applications and to do any act required to aid Licensor in obtaining and enforcing proper intellectual property protection.

               

The foregoing restrictions do not apply to information which:

(a)     at the time of disclosure was in the public domain as evidenced by a printed publication or otherwise;

(b)     after disclosure becomes part of the public domain by publication or otherwise, other than by action of the disclosing party;

(c)     was in the possession of the disclosing party at the time of disclosure by the disclosing party and was not acquired, directly or indirectly, from the non-disclosing party; or

(d)     the disclosing party rightfully receives from an independent third party who did not receive such information, directly or indirectly, from the other party with limitation or restriction on its use.

 

The obligations contained in this Article will continue notwithstanding the termination of this Agreement or any confidentiality agreements.

The products or proceeds of the services performed by Licensee under this Agreement including, but not limited to, documents, written materials, programs, documentation, designs, discs and tapes shall be and remain the property of Licensor and Licensee shall be able to use such written materials, programs, documentation, designs, discs and tapes for the purposes of carrying out its obligations under this Agreement while the Agreement is in effect.

Licensee will, however, notify Licensor immediately of any alleged, possible, or suspected infringement, passing off, or challenge to the use of any of the Intellectual Property or claim by any person to any rights in any similar trademarks or names of which Licensee is or becomes aware. Licensor agrees to execute any and all instruments and documents, render such assistance and do such acts and things as may be, in the opinion of Licensee, acting reasonably, necessary or advisable to protect and maintain the interests of Licensor in any such litigation or proceedings or to otherwise protect and maintain the interest of Licensor in the Intellectual Property.

 

Licensee will have the right, but not the obligation, to prosecute infringement of any of the intellectual property related to the Technology at its own expense. Licensee will not settle or compromise any such suit in a manner that imposes any obligations or restrictions on Licensor or grants any rights to any intellectual property of the Technology, without Licensor’s prior written consent. At the time of filing any infringement enforcement action against a third party, Licensor and Licensee will determine how any damages awarded will be distributed between Licensor and Licensee; provided, however, that in no event will Licensor’s distribution be less than an amount that would have been due to Licensor as sublicense fees as if the litigation recovery had been sublicense consideration. In such a situation Licensee will recoup 100% of its entire litigation expenses first before any calculation is made with regard to the division of damages awarded. In the event that Licensee is not successful in winning a litigation case, Licensee may deduct from future royalty and sublicense fees fifty percent of such litigation costs.

2.8  No Agency or Joint Venture. Nothing in this Agreement constitutes or deems the parties to be engaged in a partnership or joint venture in relation to the distribution or marketing of the Products, nor to create the relationship of principal and agent or master and servant between the parties, or any other form of legal association which would impose liability upon one party for any act or failure to act by the other party.

2.9  Term. The term ("Term") of this Agreement and of the rights, authorities and licenses granted to the Licensee pursuant to this Agreement for (i) the Technology, (ii) any improvements of or to the Technology, or (iii) any Internet platform which embodies the Technology or such improvements shall commence upon execution of this Agreement and continue for a term of twenty (20) years, ending on the twentieth anniversary of the date of execution hereof, provided that the Licensee is not in breach or default of any of the terms or conditions contained in this Agreement.

2.10  Renewal. Subject to written mutual agreement between Licensor and Licensee, this Agreement may be renewed.

3.1  Effective Dates. The License shall become effective upon execution hereof (“Execution Date”) and continue until the end of the Term provided Licensee has generated revenues net of expenses incurred in the normal course of operations, or has funded, a minimum of US$10,000,000 for "qualifying research, development and commercialization expenses" in accordance with the following schedule:

     

(a)                     a minimum of US$1,000,000 during the period commencing upon the Execution Date and ending on the first anniversary of the Execution Date; or

 

It is understood and agreed that any funding in excess of the minimum funding requirement for a particular period shall be automatically credited against the minimum funding requirement for the following funding period.  For clarity, "qualifying research, development and commercialization expenses" shall be those expenses that have been pre-approved by the parties hereof as contributing to the research, development and commercialization of the Technology, improvements and platform embodying the Technology and improvements thereof as mutually agreed upon by the parties to this Agreement.

 

Research, development and commercialization funding may be expanded under terms and conditions mutually agreed between the parties.

LICENSEE’S COMMERCIALIZATION OBLIGATIONS

4.1     Responsibilities. Licensee shall perform as follows:

(a)     Licensee shall fund payments immediately as they become due for:

     

(i)

reasonable relocation and resettlement costs of a Licensor platform advisor and other necessary personnel agreed upon between the two parties, to the testing and development locale including the acquisition and transport of prototype materials and required documents or plans;

(ii)      legal expenses to a patent attorney firm, mutually agreed upon among the parties, who will provide necessary assistance in due diligence for the patentability of the technology;

   

(iii)     funding the ongoing research, development and commercialization of the Technology and the research, development and commercialization of devices using the Technology;

All of the above expenditures shall be credited to the funding requirements set out in Article 3 and are to be considered immediately available upon need.

(b)          Provide assistance to the Licensor with the procurement of patent protection, including cooperating in registered user application of such other applications or filings as are required to effect necessary patent protection with respect to the Technology. Licensee shall pay patent costs and expenses related to United States and foreign filings, including patent filing, translation, search, prosecution and maintenance costs and fees. Licensee will be billed and will pay directly to patent counsel all documented costs and fees and other charges incident to the preparation, prosecution, and maintenance of any patents, copyrights or trademarks related to the Technology within thirty (30) days after receipt of invoice.  Licensee at its option may register this Agreement with any patent office having jurisdiction.  Licensor will work closely with Licensee to develop a suitable strategy for the prosecution and maintenance of all patents, industrial design, trademarks and copyrights. It is intended that Licensee may interact directly with the selected patent counsel in all phases of patent prosecution, such as preparation, office action responses, filing strategies for continuation or divisional applications, and other related activities. Licensor will provide copies of all documents prepared by the selected patent counsel to Licensee for review and comment prior to filing, to the extent practicable under the circumstances.  Licensor will maintain final authority in all decisions regarding the prosecution and maintenance of any patent, industrial design, trademark or copyright applications. All new patent applications and patents will be in the name of Licensee and owned by Licensee.

 

(c)          Licensee will use diligent and commercially reasonable efforts to actively   commercialize the Technology.  “Actively commercialize” means having a commercially effective, reasonably funded ongoing and active research, development, manufacturing, marketing and/or sales program directed toward obtaining regulatory approval, production and/or sales of products embodying the Technology in applicable markets.

(d)          All payments to Licensor will be made in United States dollars by check payable to the name of Licensor and sent to:

     

Demand Pooling Global Services LLC

12720 Hillcrest Road  Suite 1045

Dallas, TX  75230

All payments shall be subject to applicable withholding taxes, if any.

(e)   Licensee will maintain, and cause its sublicensees to maintain, complete and accurate books and records that enable all royalties payable under the Agreement to be verified. The records for each calendar quarter will be maintained for three (3) years after the submission of each quarterly activity report of Licensor. Each quarterly activity report shall be delivered to Licensor within forty-five (45) days after March 31, June 30, September 30, and December 31, beginning immediately after May 1, 2010 and detail the gross sales revenues for the fiscal quarters ending on the foregoing dates, which report shall be certified by the chief financial officer or similar officer of Licensee even if no payments are due Licensor, giving the particulars of the business conducted by Licensee its sublicensee. In addition, Licensor shall have the right, on an annual basis to request and receive technical information from Licensee sufficient to evidence whether and to what extent Licensee is practicing the claims of the Licensed Patents. Licensor shall have the right to make an enquiry in regard of such reports within 30 days following the receipt of such report and upon the expiry of 30 calendar days from the receipt of such report or 10 calendar days from the receipt of the explanation of any enquiry, such report or explanation shall be deemed to be acceptable and final.

         

 (f)   Upon prior notice to Licensee and its sublicensees, and at Licensor’s expense, Licensor or its representatives or its appointed accountants will have access to such books and records relating to gross sales as necessary to conduct a review or audit of gross sales and verify all royalty reports submitted and royalty payments. Such access will be available to Licensor upon not less than ten (10) days’ written notice to Licensee and its sublicensees, not more than once each calendar year of the Term, during normal business hours, and once a year for three years after the expiration or termination of the Agreement. If an audit of Licensee’s records indicates that Licensee has underpaid royalties by more than (i) three percent (3%), or (ii) five thousand dollars ($5,000), whichever is greater, for the records so audited, Licensee will pay the reasonable costs and expenses incurred by Licensor and its representatives and accountants, if any, in connection with the review or audit, and Licensee will immediately remit such royalties and any accrued interest to Licensor. Further, whenever Licensee and its sublicensees has its books and records audited by an independent certified public accountant, Licensee and its sublicensees will, within thirty (30) days of the conclusion of such audit, provide Licensor with a written statement, certified by said auditor, setting forth the calculation of royalties due to Licensor over the time period audited as determined from the books and records of Licensee.

PROTECTION OF THE LICENSOR’S

INTELLECTUAL PROPERTY

5.1  Licensee hereby acknowledges Licensor’s right, title and interest in the Intellectual Property relating to the Technology.

5.2  Licensee hereby acknowledges that all right, title, interest and goodwill relating to the Intellectual Property inure to Licensor.

5.3  Licensee hereby acknowledges that any rights subsequently acquired with respect to Licensor’s Intellectual Property or similar property is assigned to Licensor.

5.4  Licensee undertakes not to contest the validity of Licensor’s rights in the Intellectual Property.

5.5  Licensee agrees to take no actions which might impair or interfere with Licensor’s rights in the Intellectual Property.

5.6  Licensee agrees not to seek, independently of Licensor, any trade mark, copyright, patent, or industrial design registrations anywhere in connection with the Intellectual Property or similar property.

5.7  Licensee agrees not to adopt or use any property similar to the Intellectual Property during the Term of this Agreement and thereafter.

5.8  Licensee shall not associate or commingle the Intellectual Property with other intellectual property without the Licensor’s prior consent.

5.9   Licensee agrees not to use the Intellectual Property in an unauthorized manner and, in particular, not to use it in Licensee’s name or as a name or part of a name of any other corporate legal entity, except that Licensee, may elect to use the company name or part of the company name of Licensor in Licensee’s name, with the prior written consent of Licensor, which consent will not be unreasonably withheld.

5.10  Licensee acknowledges that the grant of License is subject to the terms of this Agreement, and a breach of this Agreement constitutes an infringement of the Licensor’s Intellectual Property.

5.11  Licensee agrees to affix notices indicating Licensor's ownership of Licensor's Intellectual Property on licensed products and all packaging, advertising, promotional and other materials bearing Licensor's Intellectual Property in such form as is requested by Licensor.

5.12  Licensee hereby acknowledges the uniqueness of the Intellectual Property, and the difficulty of assessing damages from the unauthorized use of the Intellectual Property and the propriety of injunctive relief.

5.13  Licensor represents and warrants to Licensee that it is the sole owner of the Intellectual Property and the Technology, that such Intellectual Property and Technology do not infringe on the intellectual property of any other person, and that all registrations with respect thereof are in good standing, valid and enforceable, and with support from Licensor, Licensee will, at its sole expense, take all reasonable steps to secure and protect the Intellectual Property and the Technology, including without limitation the defense of any claims against Licensee in relation to the Intellectual Property and the Technology, in accordance with agreement.

5.14  Licensee and Licensor shall cooperatively use their commercially reasonable efforts to achieve procurement of trade mark, copyright and industrial design protection with respect to the Intellectual Property, as applicable, including cooperating in registered user application of such other applications or filings as are required to effect necessary trade mark, copyright, patent and industrial design protection at Licensee’s expense.

 

5.15  Licensee and Licensor shall immediately notify each other of all unauthorized uses, infringements, imitations and any other claims against the interests of Licensor and Licensee and assist each other in the enforcement of trade-mark, copyright, patent and industrial design protection relating to the Intellectual Property.

5.16  Each of Licensor and Licensee shall have the right, but not the obligation, to decide whether to take action against infringements and imitations or defend against any action with respect to the Intellectual Property, and Licensee shall cooperate in any such action or defense.

5.17  Licensor represents and warrants that it has the right to grant the License to Licensee in accordance with the terms of this Agreement.

5.18  Licensor represents and warrants that entering into this Agreement does not violate any rights or obligations existing between Licensor and any other entity.

5.19  Licensee and Licensor shall be required to use industry standard non-disclosure agreements or mutually acceptable non-disclosure agreements when dealing with third parties in order to safeguard and protect Intellectual Property.

LICENSOR'S OBLIGATIONS

6.1  Licensor's Indemnity. Licensor will indemnify and save Licensee harmless from and against any and all reasonably foreseeable claims, causes of action, damages, awards, actions, suits, proceedings, demands, assessments, judgments, as well as any and all costs and legal and other expenses incidental to the foregoing, arising out of:

     

(a)

Any act, default or breach on the part of Licensor or its officers, employees, servants, agents and representatives under the terms of this Agreement; and

       (b)  Any claims of intellectual property infringement arising out of the commercialization of the Technology to the extent that the potential for such specific claims were actually known by the Licensor or should have been known and were not disclosed to Licensee; or to the extent expressly waived by Licensee in writing if such claims were disclosed to Licensee.

6.2  Compliance with Laws. Licensee will at all times during the Term fully comply with all laws, bylaws, regulations of any competent authority that affect or are likely to affect the due performance and observance of Licensee's obligations in this Agreement in the sale, distribution and use of the Licensed Products.

INTELLECTUAL PROPERTY

7.1  Ownership of Intellectual Property. Based on Licensor's representation and warranty provided in Section 10.1 as well as any future technology patents being granted, Licensee acknowledges that Licensor is the sole and beneficial proprietor of the Intellectual Property.

 

7.2  Use of Name. Use of name or other proprietary trade dress of Licensor or any of its subsidiaries by Licensee shall be subject to the prior written approval of Licensor or any of its subsidiaries.

7.3  No Copies. Except in furtherance of the research, development and commercialization of the Technology, Licensee shall not, and shall not authorize any sublicensee or third part to, copy, reverse engineer, decompile, disassemble, reconstruct, decrypt, modify, update, enhance, supplement, translate or adapt the Licensed Products and shall take all reasonable precautions so as not to allow other parties to do so.

7.4  Improvements. Any improvements to any Licensed Product or future products, regardless of the source, are the property of Licensor or any of its subsidiaries unless otherwise agreed in writing, and shall be communicated promptly to Licensor or any of its subsidiaries and will be licensed to Licensee for the Term of this Agreement as set forth in Section 2.9 hereof.

REPRESENTATIONS, WARRANTIES AND COVENANTS

8.1  Licensor represents and warrants to Licensee that it is the sole owner of the Intellectual Property, that such Intellectual Property does not infringe on the Intellectual Property of any other person and at Licensee's expense, Licensee together with the cooperation of Licensor shall take all reasonable steps to secure and protect the Intellectual Property and the Technology, including without limitation the defense of any claims against the Licensee in relation to the Intellectual Property and the Technology.

8.2  To the knowledge of Licensor, there are no claims of any nature or description related to the Intellectual Property and all registrations with respect to the Intellectual Property are in good standing and are valid and enforceable.

8.3  Licensor agrees to use its best efforts to obtain all required patent and industrial design protection for the Intellectual Property not previously obtained.

8.4  Licensor will agree to maintain its intellectual property rights in the Technology free and clear of all liens and encumbrances and that no lien, encumbrance, mortgage or debt instrument of any kind, nature or description shall be incurred without the prior written consent of Licensee;

8.5  To the extent it shall not adversely affect the attorney-client relationship, Licensor shall ensure that any retention arrangement with any patent agent shall provide that Licensee shall at all times be copied on any correspondence with any patent office and that Licensee shall have free and unfettered access to the working files of such patent agent and may make such enquiries with the patent agent as is necessary for the maintenance of its continuous disclosure record with its shareholders and the making of any decision by Licensee for any payments hereunder;

8.6  Licensor represents and warrants that it has the right to grant the License pursuant to the terms of this Agreement and that entering into this Agreement does not violate any rights or existing obligations between Licensor and any other entity.

8.7  Licensor represents and warrants that it is a limited liability company in good standing under the laws of the State of Delaware and has full authority to enter into this Agreement without any breach of its governing documents or any applicable law.

8.8  Licensee represents and warrants that it is a corporation in good standing under the laws of the State of Delaware and has full authority to enter into this Agreement without any breach of its governing documents or any applicable law.

FORCE MAJEURE

9.1 Definition of Force Majeure. For the purpose of this Agreement, force majeure means any act, event or cause, except in relation to obligations to make payments under this Agreement, beyond the reasonable control of the party affected by that force majeure including, without limitation, any act of God or any public enemy, fire, flood, explosion, landslide, epidemic, breakdown of or damage to plant, equipment or facilities, inability to obtain or unavailability of or damage to materials, ingredients or supplies, strikes, labor disputes, war, sabotage, riot, insurrection, civil commotion, national emergency and martial law, expropriation, restraint, prohibition, embargo, decree or order of any government, governmental authority or court.

9.2 Notice of Force Majeure. A party (in this Agreement called the "Affected Party") will inform the other party in writing within seven days of becoming affected by any force majeure that has or is likely to have any substantial detrimental effect on the ability of the Affected Party to perform any or all of the terms and conditions contained in this Agreement and will give particulars of the force majeure and the likely duration of the force majeure and of any likely or resulting disability or effect of that force majeure.

9.3 Time for Performance. The time for performance of the obligations of an Affected Party will be extended for the period of the force majeure if appropriate.

TERMINATION

10.1  Termination on Default.  If any of the Parties are in breach or default of the terms or conditions contained in this Agreement and do not rectify or remedy that breach or default within 90 days from the date of receipt of notice by the other party requiring that default or breach to be remedied, then the other party may give to the party in default a notice in writing terminating this Agreement but without, in any way, limiting or affecting the rights or liabilities of the parties or either of them that have accrued to the date of termination.  However, the party to whom notice of default has been delivered shall have the right to contest the termination in a court of law and any such termination shall not become effective until a final decision has been rendered by a court of competent jurisdiction that the alleged breach is actual and that the party to which a notice of default has been delivered, has not effectively cured the default.

10.2  Optional Termination by Licensee.  Licensee may, at its option, terminate this Agreement at anytime by doing the following:

    

(a)  by ceasing to use the Technology and offer the services facilitated by any Licensed Products;

     

(b)

by giving sixty (60) days prior written notice to Licensor of such cessation and of Licensee’s intent to terminate, and upon receipt of such notice, Licensor may immediately begin negotiations with other potential licensees and all other obligations of Licensee under this Agreement will continue to be in effect until the date of termination;

     

(c)

tendering payment of all accrued royalties and other payments due to Licensor as of the date of the notice of termination; and

(d)

evidencing to the Licensor that provision has been made for any prospective royalties and other payments to which Licensor may be entitled after the date of termination.

 

10.3  Partial Termination by the Licensor.  Notwithstanding Section 10.1, if Licensee is in breach or default of the terms or conditions contained in this Agreement and does not rectify or remedy that breach or default within 90 days from the date of receipt of notice by Licensor requiring that default or breach to be remedied, then Licensor, may alter License granted by this Agreement with regards to its exclusivity, its territorial application and restrictions on its application.

10.4  Termination in Other Events.  Without in any way limiting any other provision of this Agreement, either Licensor or Licensee may terminate this Agreement by notice in writing to the other if an order is made by a court or other competent authority for the winding up or dissolution of Licensee.

10.5  Survival. Upon the termination of this Agreement:

(a)

Licensee will immediately cease use of the Intellectual Property; provided however, after the effective date of termination, Licensee may sell all Licensed Products and parts thereof that it has on hand at the effective date of termination; provided, however, that Licensee’s royalty obligations will continue until all Licensed Products have been sold;

(b)

Nothing in this Agreement will be construed to release either party from any obligation that matured prior to the effective date of termination; and

(c)

The provisions of Articles 5, 6, 7 and 8 shall survive any termination or expiration of this Agreement

GENERAL

11.1  Notices. All notices or other communications required or permitted to be given under this Agreement must be in writing and delivered by e-mail, courier or facsimile to the address for each party as specified above or in the case of delivery by facsimile, as follows:

  If to Licensee:

           

                 Attention: Robert Diener

          

Facsimile:       ###-###-####  

E-mail:            ***@***     

 

11.2  Time of Essence. Time is of the essence of this Agreement.

11.3  Further Assurances. Each of the parties hereby covenants and agrees that at any time and from time to time it will, upon the request of the other party, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be required for the better carrying out and performance of all the terms of this Agreement.

11.4 Each party recognizes that the employees of the other party, and such employees' loyalty and service to such party, constitute a valuable asset of such party. Accordingly, each party agrees not to make any offer of employment to, nor enter into a consulting relation with, any person who was employed by the other party within three years after the cessation of such person's employment by the other party.

11.5  Subject to the limitations hereinbefore expressed, this Agreement will inure to the benefit of and be binding upon the parties and their respective successors and assigns.

11.6 There are no oral conditions, representations, warranties, undertakings or agreements between Licensor and Licensee. No modifications to this Agreement will be binding unless executed in writing by the parties. No waiver of any provision of this Agreement will be construed as a waiver of any other provision hereof nor shall such a waiver be construed as a continuing waiver. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together constitute one and the same instrument. This Agreement will be governed by the laws of the State of Florida. Unless otherwise stated, all dollar amounts referred herein shall be in the lawful currency of the United States. If any clause or provision of this Agreement is declared invalid or unenforceable, the remainder of this Agreement will remain in full force and effect. Headings used in this Agreement are for reference purposes only and will not be deemed to be a part of this Agreement. This Agreement will not be construed as creating a partnership, joint venture or agency relationship between the parties or any other form of legal association which would impose liability upon one party for any act or failure to act by the other party.

IN WITNESS WHEREOF the following parties have executed this Agreement:

Demand Pooling Global Services, LLC (“DPGS”) has developed certain intellectual Property consisting of the components outlined in the following paragraphs, and developed and designed to advance a business concept (“Business Concept”) and it is this Business Concept, combined with the technology and company expertise for which DPGS is seeking patent protection and which is the technology that is the subject of the Licensing Agreement between DPGS, as licensor and Accelerated Acquisitions V, Inc., as licensee (the “Company”).

The Business Concept consists of a number of approaches that facilitate improved pricing and greater affordability for products that state and local governments, the Company’s initial target market, purchase on a repetitive basis.  While the Business Concept is equally applicable for non-governmental entities, such as utilities and a variety of other commercial enterprises, the Company has chosen to initially target the state and local governmental marketplace.

The Business Concept has, as its core product, a web-based electronic platform that facilitates the aggregation of demand (or “cooperative purchasing”) for high-ticket capital equipment and selected commodities.  DPGS’s proprietary software facilitates cooperative purchases of similar products, even though each individual participant may maintain its own unique product specifications.

Graphically, the following illustrates the overall Business Concept:

The DPGS system utilizes a leased facilities and capacity in a highly secure, fault tolerant, enterprise-class data center, designed to provide 100% uptime.  Maintenance of the facilities, operation and management of the datacenter is outsourced to Databank LLC, 400 S. Akard St., Dallas, Texas 75202, in the former home of the Dallas Federal Reserve Bank, which enables DPGS and the Company to benefit from a state-of-the art infrastructure facility, while not having to commit significant resources, capital or human, to the build-out and ownership of the infrastructure.  The ability to expand capacity and scalability requirements (space, power, networking and redundancy capability) is virtually without limitation.

Security of the installed assets, information, applications and client data are of paramount importance.  Security at the Datacenter is provided on a 24/7/365 basis.  Card access is required to gain access, along with biometric hand scanning upon entry, and annual SAS 70 Audits are performed to ensure the delivery of services at the highest possible levels.

Uptime of the website is essential for the Company to provide consistent and reliable services to our users.  To ensure this level of service, our systems have reliable UPS/Backup Generators and reliable utility power.  The UPS/Backup Generator power supply provides: true A+B power configurations, all UPS and Generator deployments provide N+1 redundancy, 800KVA MGE UPS Systems, 1200 KVA CAT UPS Systems, 2.0 megawatt generators, 1.5 megawatt generators.  There are six utility feeds from the CBD grid, N+3 Transformers with ATS switches and the feeds to building are concrete encased.

Cooling systems employ 3,500 Ton cooling tower capacity, 30 Ton Liebert CRAC Units, designed with N+1 redundancy and 80,000 gallon reserve make-up water tank.

For the Internet, the network architecture utilizes redundant N+1 Core and N+1 access Foundry XMR, MLX and Cisco 6500 routers to provide a Highly Redundant and Highly Available Multi-Homed Internet Aggregation Hub.  This coupled with multiple 10 Gigabit IP trunks from multiple Tier 1 Internet service providers makes the IP Hub would be considered highly robust.  Embedded sFlow per port supports scalable hardware-based traffic monitoring across all switch ports without impact performance.  Connectivity is provided to Databank by multiple vendors including: AboveNet, AirBand, Cogent, Time Warner, XO, Looking Glass, Level 3, InnerCity Fibernet, FiberLight, MCI, Qwest, Consolidated Communications, Texas Lone Star Network, TerraStar, Clearwire Communications, Current Communications and Verizon.  The CBD fiber optic network is built upon 432 strands of fiber and available duct.  The Company benefits from Databank’s significant level of redundancy and the users of the Company’s offering benefit from the consequent reliability of services which the Company can offer.

The Company’s system, licensed from DPGS, utilizes what is referred to as an “n-tiered” architecture for reliability, scalability and redundancy.  The system is comprised of multiple applications which manage the functionality and business logic between databases, Web portal and back-office applications.  The core application is developed in Java, .Net 2.0 and utilizes various state-of-the- art tools for the Graphical User Interface.  This allows rapid development and deployment of future enhancements.

Rigorous Methodologies and Procedures are utilized for:  Application Development and Deployment, Quality Assurance, Standardize Style Guide, Project Management, Offshore Development, Change Management Control, Testing and Quality Measurement Standards.

The following diagram is a graphical representation of the Company’s current and future infrastructure design:

 

[date]

 

[addressee]

 

Re:

Confidentiality Agreement

 

Ladies and Gentlemen:

 

Pursuant to the terms of that certain Licensing Agreement (“Licensing Agreement”) dated April 15, 2010 among Demand Pooling Global Services LLC, (“Licensor” or “DPGS”), and Accelerated Acquisitions V, Inc., (“Recipient”) the undersigned may gain access to certain confidential information related to the Licensor, including but not limited to confidential information regarding its intellectual property.  As a condition to entering into the Licensing Agreement, Recipient agrees with respect to any such information together with any additional non-public information furnished to Recipient regarding the Licensor, either prior to or after the date of this letter, as follows:

 

Recipient agrees to treat such information and any information prepared by the Licensor or any of its affiliates which is furnished to it, regardless of the manner in which it is furnished, together with analyses, compilations, studies or other documents or records prepared by Recipient or any of its agents or advisors (including without limitation, employees, attorneys, accountants, consultants, bankers and advisors) (collectively, "Representatives") to the extent that such analysis, compilations, studies, documents or records contain or otherwise reflect or are generated from such information (hereinafter collectively referred to as the "Confidential Material") in accordance with the provisions of this agreement.  The term Confidential Material does not include information which (i) was or becomes generally available to the public other than as a result of disclosure by Recipient or its Representatives, (ii) was or becomes available to Recipient on a non-confidential basis from a source other than the Licensor or its advisors provided that the source is not known to Recipient to be bound by a confidentially agreement with the Licensor, or otherwise prohibited from transmitting the information to Recipient by a contractual, legal or fiduciary obligation or (iii) was within Recipient's possession prior to its being furnished to Recipient by or on behalf of the Licensor, provided that the source of such information was not bound by a confidentiality agreement with the Licensor or otherwise prohibited from transmitting the information to Recipient by a contractual, legal or fiduciary obligation.

 

Recipient hereby agrees that the Confidential Material will be used solely for the purpose of conducting the business of Recipient and that such Confidential Material will be kept confidential by Recipient and its Representatives; provided, however, that (a) any such information may be disclosed to Recipient's Representatives who need to know such information for the purpose of conducting Recipient’s business (it being understood that such Representatives shall be directed by Recipient to treat such information confidentially and Recipient will provide each of its Representatives with a copy of this Agreement and obtain such Representatives’ written acknowledgement of this Agreement) and (b) disclosure of such information may be made to which the Licensor consents in writing.  In any event, Recipient shall be responsible for any breach of this agreement by any of its Representatives and Recipient agrees, at its sole expense, to take all reasonable measures (including but not limited to court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Confidential Material.  Recipient further agrees that the Confidential Material which is in written form shall not be copied or reproduced at any time without the prior written consent of the Licensor.

 

Recipient agrees that neither the Confidential Material, nor any part of it, will be used by Recipient for any purpose other than the specifically licensed uses thereof or which might be construed in any manner to be competitive with the Licensor's business as disclosed in the Confidential Material.

 

Recipient understands and acknowledges that any and all information contained in the Confidential Material is being provided without any representation or warranty, express or implied, as its accuracy or completeness.  Recipient agrees that the Licensor or any of its Representatives shall have no liability to Recipient or any of its Representatives resulting from the use of the Confidential Material by Recipient or any of its Representatives.

It is understood and agreed that money damages would not be a sufficient remedy for any breach of this agreement and that the Licensor shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach and Recipient further agrees to waive any requirement for security or the posting of any bond in connection with such remedy.  Such remedy shall not be deemed to be the exclusive remedy for breach of this agreement but shall be in addition to all of the remedies available at law or equity to the Licensor.

 

In the event of litigation relating to this agreement, if a court of competent jurisdiction determines in a final, non-appealable order that a party has breached this agreement, then such party shall be liable and pay to the non-breaching party the reasonable legal fees such non-breaching party has incurred in connection with such litigation, including any appeal therefrom.  Any action to enforce this agreement shall be brought in the State of Texas and be governed by applicable Texas law.

 

Recipient's obligations under this agreement shall stay in effect for the term of the Licensing Agreement and will expire only when applicable protections afforded the patented technology expire.  Wherever possible, each provision of this agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this agreement shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this agreement which shall be broadly construed in favor of protecting the Licensor's interest in confidentiality.

 

If Recipient agrees with the foregoing, please sign and return one copy of this letter which will constitute our agreement with respect to the subject matter of this letter.

 

Sincerely,