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License Agreements
6 Months Ended
Jun. 30, 2021
License Agreements  
License Agreements

Note 10 License Agreements

 

AThe Company entered into an exclusive product license agreement on September 16, 2016 with Tuffy Packs, LLC, a Texas corporation, to sell Ballistic Panels in certain countries, essentially in Europe. The license was for a period of two years and may be renewed for successive terms of two years each. The payment terms for the license was as follows:

 

  1. $10,000 payable within seven days after the effective date;
  2. An additional $15,000 payable within 30 days after the effective date; and
  3. A final payment of $25,000 payable within 90 days of the effective date.

 

At December 31, 2018, the Company had paid $16,500 to the Licensor, leaving an unpaid balance of $33,500. To date, the Company has recorded a total license amortization of $50,000, which fully amortizes the license.

 

As a result of the failure to make payments as required under the agreement, the Company was informed on March 20, 2017, that going forward, the agreement would be on a non-exclusive basis. During the period ended March 31, 2021, the Company has terminated the business.

 

B. On July 17, 2020, the Company entered into an acquisition agreement with Luxurie Legs, LLC, a Delaware corporation, to acquire the Casa Zeta-Jones Brand license agreement. The license agreement, as amended, grants the Company the worldwide rights to promote and sell certain products, and license the rights to manufacture, promote and sell such products under the brand Casa Zeta-Jones and more. The license agreement purchase included the issuance of 92,999 Series A 3% Convertible Preferred Series A shares valued at $343,094, 10,000 Preferred Series B voting shares valued at $nil, the assumption of $45,000 in debt and costs incurred of $100,000.

 

The values were based on the licensor obtaining 95% of the Company’s common shares, whose value was discounted by a 50% factor, given the lightly traded history in its shares.

 

The Company is subject to the following terms:

 

  a. A 3.5 year term as follows:

 

  i. Year 1: execution – December 31, 2021
  ii. Year 2: January 1, 2022 – December 31, 2022
  iii. Year 3: January 1, 2023 – December 31, 2023

 

  b. Marketing date November 2020, On Shelf Date February 15, 2021.
     
  c. Royalty payments with a rate of 8%, net of sales, subject to guaranteed minimums noted below.
     
  d. Advance prepayment of $150,000 to be applied against royalties, paid as follows:

 

  i. $50,000 upon signing (paid)
  ii. $50,000 on July 20, 2020 (paid)
  iii. $50,000 on September 1, 2020 (paid)

 

  e. Guaranteed minimum sales and guaranteed minimum royalties:

 

Year 

Guaranteed

Minimum Royalties

 

Guaranteed

Minimum Sales

 
           
i.  7/17/20 – 12/31/21  $250,000  $3,200,000 
ii.  1/1/22 – 12/31/22  $250,000  $3,200,000 
iii.  1/1/23 – 12/31/23  $250,000  $3,200,000 

 

  f. The Company to provide the Licensor with 50 gift sets of Licensed Products annually.