LICENSE AGREEMENT Between ALTITUDE INTERNATIONAL INC. and SPORTING EDGE UK LTD., INC.

Exhibit 10.1

Between

ALTITUDE INTERNATIONAL INC.

and

SPORTING EDGE UK LTD., INC.

This License Agreement (“Agreement”), effective as of June 27, 2017 (the “Effective Date”), is by and between Sporting Edge UK Ltd., Inc., a UK company located at ▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇ (“Licensor”), and Altitude International, Inc., a Wisconsin corporation located at ▇▇▇ ▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇. #▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇  ▇▇▇▇▇ (“Licensee”).

WHEREAS, Licensor is the sole and exclusive owner of and has the right to license to Licensee the ability to manufacture and sell rights to the full range of membrane based systems for the production of reduced oxygen environments and associated services as well as the use of patents and trademarks held by Sporting Edge UK Ltd or ▇▇▇▇▇ ▇▇▇▇▇▇▇ as defined below) in the Territory (as defined below); and

WHEREAS, Licensee wishes to license the Manufacturing and Sales Rights from Licensor, and Licensor is willing to grant to Licensee a license to the Manufacturing and Sales Rights on the terms and conditions set out in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

“Action” has the meaning set forth in Section 11.1.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

 “Bankruptcy Code” has the meaning set forth in Section 13.1.

 “Business Day” shall mean any day of the year that is not a Saturday, Sunday or a day on which commercial banks in California are authorized or required by law to close.

“Confidential Information” means any information that is treated as confidential by either party, including trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing and marketing, in each case to the extent it is: (a) if in tangible form, marked as confidential; or (b) otherwise, identified at the time of disclosure as confidential and confirmed in writing as such within two (2) days after disclosure. Without limiting the foregoing, Confidential Information of Licensee includes the terms and existence of this Agreement. Confidential Information does not include information that the Receiving Party can demonstrate by documentation: (w) was already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information directly or indirectly from or on behalf of the Disclosing Party; (x) was or is independently developed by the Receiving Party without reference to or use of any of the Disclosing Party’s Confidential Information; (y) was or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Receiving Party or any of its Representatives; or (z) was received by the Receiving Party from a Third Party who was not, at the time, under any obligation to the Disclosing Party or any other Person to maintain the confidentiality of such information.

“Manufacturing & Sales Rights” means the Manufacturing and Sales of products using the technology developed by the Licensor rights as licensed pursuant to Section 2.

“Intellectual Property (IP) Rights” means the Intellectual Property used in conjunction with the Manufacturing Distribution Rights, including any Improvements thereto and such intellectual property set forth on Schedule 1.

“Effective Date” has the meaning set forth in the preamble.

“Improvement” means (a) any new or modified distribution rights that have the same function as any of the Distribution Rights but (i) is better or more economical; (ii) is more marketable than the Distribution Rights for any reason; or (b) any enhancement or modification to the Distribution Rights and the underlying.

“Improvement Notice” has the meaning set forth in Section 3.1.

“Indemnitee” has the meaning set forth in Section 11.1.

“Intellectual Property” means shall mean all patents, trademarks, trade names, service marks, service names, trade dress, logos, copyrights and domain names, and any registrations, applications and renewals for any of the foregoing, and all other intellectual property rights in inventions, trade secrets, manufacturing processes, technology, know-how, confidential and proprietary information, ideas, developments, drawings, specifications, bills of material, supplier lists, marketing information, sales and promotional information, business plans, computer software (whether in object code (i.e., machine-readable) or source code (i.e., readable and understandable by a programmer of ordinary skill) form) and all programmer notes and other documentation and tools that would allow a programmer of ordinary skill to maintain, enhance,

and create derivative works of such software, test reports, component lists, manuals, instructions, catalogs, processes, designs, and registrations and applications for registration therefor, model numbers, telephone numbers, web addresses, web sites, electronic records of drawings and tooling and other electronic engineering tools, and all other proprietary rights, in each case owned or licensed by such person or used in such person’s business.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, award, decree, other requirement or rule of law of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.

“Licensee” has the meaning set forth in the preamble.

“Licensor” has the meaning set forth in the preamble.

“Losses” means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.

“Representatives” means a Party’s and its Affiliates’ employees, officers, directors, consultants and legal advisors.

“Term” has the meaning set forth in Section 12.1.

“Territory” means the Continent of North America, Central America and the Continent of South America.

Distribution Rights, or (iii) maintain or renew any patents included in the Distribution Rights. Following such notice, Licensee may, with notice to Licensor, elect to apply for a patent in such jurisdiction, or continue the prosecution of such patent application (or maintenance of such patent) at Licensee’s expense, provided, however, that Licensor shall retain all ownership rights to any patents that may issue with respect to such Distribution Rights.

Disclosing Party’s prior written consent, provided, however, the Receiving Party may disclose the Confidential Information to its Representatives who:

(i)	have a “need to know” for purposes of the Receiving Party’s performance, or exercise of its rights with respect to such Confidential Information, under this Agreement;

(ii)	have been apprised of this restriction; and

(iii)

are themselves bound by written nondisclosure agreements at least as restrictive as those set forth in this Section 8, provided further that the Receiving Party shall be responsible for ensuring its Representatives’ compliance with, and shall be liable for any breach by its Representatives of, this Section 8.

The Receiving Party shall use reasonable care, at least as protective as the efforts it uses with respect to its own confidential information, to safeguard the Disclosing Party’s Confidential Information from use or disclosure other than as permitted hereby.

If a protective order or other remedy is not obtained, or the Disclosing Party waives compliance, the Receiving Party shall, at the Disclosing Party’s expense, use reasonable efforts to obtain assurance that confidential treatment will be afforded the Confidential Information.

(i)	conflict with or violate any applicable Law;

(ii)	require the consent, approval or authorization of any governmental or regulatory authority or other third party; or

(iii)

require the provision of any payment or other consideration to any third party.

opposition, claim of invalidity or other claim or proceeding (including in the form of any offer to obtain a license):

(i)	alleging the invalidity, misuse, un-registrability, unenforceability or non-infringement of any Distribution Rights;

(ii)	challenging Licensor’s ownership of, or right to practice or license, any Distribution Rights, or alleging any adverse right, title or interest with respect thereto; or

(iii)

alleging that the practice of any Distribution Rights or the making, using, offering to sell, sale or importation of any Distribution Rights in the Territory does or would infringe, misappropriate or otherwise violate any patent, trade secret or other intellectual property of any third party.

which shall not be unreasonably withheld or delayed. The indemnified party’s failure to perform any obligations under this Section 11.3 shall not relieve the indemnifying party of its obligation under this Section 11.3 except to the extent that the indemnifying party can demonstrate that it has been prejudiced as a result of the failure. The indemnified party may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

(i)	becomes insolvent or admits inability to pay its debts generally as they become due;

(ii)	becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within One Hundred Eighty (180) days or is not dismissed or vacated within One Hundred Eighty (180) days after filing;

(iii)

makes a general assignment for the benefit of creditors; or

(iv)	has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

by Section 365(n) of the Code and each Party as a Licensee hereunder will retain and may elect to fully exercise its rights under this Agreement in accordance with such Section 365(n).

If to Licensee, to:

The Chief Executive

Altitude International Inc

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If to Licensor, to:

The Managing Director

Sporting Edge UK Ltd

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Tel:    ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

email: ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Unless the context otherwise requires, references herein: (x) to Sections and Schedules refer to the Sections of and Schedules attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. Any Schedules referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

 [SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, each of the parties hereto has executed this License Agreement as of the date first above written.

LICENSEE:

Altitude International, Inc.

         

By:

/s/ ▇▇▇▇ ▇▇▇▇▇▇▇                                                 Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: CEO

LICENSOR:

Sporting Edge UK Ltd., Inc.

              

By:

/s/ ▇▇▇▇ ▇▇▇▇▇▇▇                                                  Name: ▇▇▇▇ ▇▇▇▇▇▇▇

Title:  CEO

SCHEDULE 1

IP RELATING TO MANUFACTURING & SALES RIGHTS

Licensee is authorized to utilize:

·	all Intellectual Property owned by Sporting Edge UK Ltd.  This includes Designs, Software, Techniques, Market Intelligence and Know-How.

·	all Patents filed and Trademarks registered by Sporting Edge UK Ltd or to ▇▇▇▇▇ ▇▇▇▇▇▇▇.

Licensee is authorized to subcontract the manufacture and sale of products incorporating said IP, subject to the prior approval of the Managing Director of Sporting Edge UK Ltd.  Such approval not to be unreasonably withheld.

During the course of this agreement, all IP developed by the Licensee or the Licensor shall be made available to the other party at no cost.  Such IP shall be considered to be jointly owned and available for perpetuity by both parties.

SCHEDULE 2

SCHEDULE OF PAYMENTS

Payment Terms:

The Licensee shall pay to the Licensor on the Effective Date, and for 5 anniversaries of this date, the sum of $10,000 in lieu of Royalties.

SCHEDULE 3

ROYALTY FEES

The Royalty Fees that Licensee will pay to the Licensor are:

From the sixth anniversary of the Effective Date a royalty on all sales of product manufactured using the IP.  The royalty payable shall be calculated as 0.5% of the Sale Price.