EX-10.8 2 vital_license4262012.txt LICENSE AGREEMENT BETWEEN VITAL PRODUCTS SUPPLIES, INC. AND VITAL PRODUCTS, INC. DATED APRIL 26, 2012 License Agreement This License Agreement dated April 26, 2012 BETWEEN: Vital Products Supplies, Inc. 2230 Michigan Ave Santa Monica, Ca. 90404-3906 (The "Licensor") and Vital Products Inc. 33671 Chula Vista Ave Dana Point, Ca. 92629 (The "Licensee") The licensor has agreed to grant the Licensee the right to market the products of the Licensor as well as the right of use of the facilities of the Licensor including but not limited to the sales and distribution facilities. Duration- the duration of this agreement shall be for a period of Twelve months commencing on April 26, 2012 and thereafter on a month-by-month basis unless sooner terminated by the Licensor as provided for in this agreement. License Fee- The Licensee will pay to the Licensor, without and deduction, abatement or setoff whatsoever, a fee equal to 1.5% of all sales generated plus a 1.5% management fee based on the total monies paid for employee salaries, benefits and commissions. Said fees to be paid within forty-five days following the closing of each month's sales activities. Termination- The licensor may at any time in it's sole discretion, with sixty (60) days prior notice terminate this agreement and revoke the license granted herein for any reason whatsoever and upon such termination the Licensee shall immediately stop the use of the facilities as described above. Entire Agreement- This agreement contains all the obligations, representations And warranties in respect of the Licensed Facilities and the entire agreement between the parties concerning the subject matter of this agreement .The Licensee expressly disclaims reliance on any promises, inducements, representations, warranties, collateral agreements or conditions in entering into this agreement other as expressly set out in this agreement. Time is of the essence of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Licensor: Licensee: Vital Products Supplies, Inc. Vital Products Inc. Per /s/Aaron Shrira Per /s/Michael Levine -------------------- ----------------------- Aaron Shrira Michael Levine