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EX-10 4 ex1034.htm EX 10.34 LICENSE ROYALTY AGREEMENT Converted by EDGARwiz

LICENSE ROYALTY AGREEMENT

Effective August 29, 2016 (the “Effective Date”) La Frontera Community Solutions, Inc., an

Arizona nonprofit corporation, with offices at 504 W 29^th, Tucson, AZ. 85713 (“Licensor”) and

QOLPOM, Inc, an Arizona corporation with offices at P. O. Box 186Vail, AZ, 85641 United States

(“Licensee”), for good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, enter into this agreement (this “Agreement”) as set forth below:

ARTICLE I

BACKGROUND

SECTION 1.1. Licensor is a nonprofit corporation that links job-seeking persons with disabilities

with potential employers, and in furtherance thereof, Licensor has developed a web-based job search

platform (the “Platform”) that contributes importantly to the accomplishment of Licensor’s tax-exempt

purpose.

SECTION 1.2. Licensor is the owner of certain Intellectual Property Rights (as defined below) in

the Platform and other aspects of its business, including its trademarks and service marks.

SECTION 1.3. Licensee is engaged in the development of software products for use in the job

search field, and desires to use certain aspects of the Platform and Licensee’s intellectual property in the

development of Licensee’s software applications, and use certain trademarks and service marks of

Licensor in the promotion thereof.

SECTION 1.4. Licensee desires to obtain from Licensor licenses under aspects of Licensor’s

intellectual property for the development of Integrated Applications (as defined herein) in the Field in the

Territory, as provided herein, and Licensor is willing to grant those licenses under the terms and

conditions of this Agreement.

ARTICLE II

DEFINITIONS

In addition to the terms defined elsewhere in this Agreement, the following terms have the

following meanings:

“Documentation” means the documentation, materials, and manuals associated with the Platform

provided by Licensor to Licensee under this Agreement.

“Field” means the development and use of software products in the provision of job search

services on the Internet for persons with disabiliõ瀄쀄者态ကM

“Improvements” means any modification of any Licensed IP.

“Integrated Application” means any of Licensee’s software products, platforms, services, and

applications for use within the Field and within the Territory that: (a) incorporate, integrate, embody,

contain, or reference any Licensed IP or reproductions or derivative works thereof; or (b) the

development, use, marketing, or commercialization of which have been supported by, or benefitted from

access to, any Licensed IP.

“Intellectual Property Rights” means rights granted under applicable law to a person with respect

to: (a) works of authorship, including, without limitation, all exclusive exploitation rights, copyrights,

moral rights, and mask-works; (b) trade secret rights and other confidential information; (c) patents,

patent applications, and disclosures (including, without limitation, reissues, divisions, reexaminations,

extensions, provisionals, continuations and continuations-in-part thereof), designs, and other industrial

property rights; (d) trademark, trade dress, and similar rights based on designation of origin; and (e) all

registrations, applications, renewals, extensions, continuations, divisions, reissues, and the like based on

or deriving from any of the foregoing.

“Licensed Copyrights” means Licensor’s copyright rights in the Licensed Technology.

“Licensed Information” means the following information owned or controlled by Licensor that

may contribute or be reasonably necessary to the development or sale of products or services based on or

containing the Licensed Technology, including Integrated Applications, including: (a) all know-how

owned or controlled by Licensor relating to the Licensed Technology, including but not limited to the

Documentation; (b) all data owned or controlled by Licensor relating to the Licensed Technology that

may be useful to exercise the rights granted under this Agreement, including the Licensor Database; and

“Licensed IP” means the Licensed Information, Licensed Copyrights, Licensed Technology, and

Licensed Trademarks.

“Licensed Technology” means: Licensor’s know how in connection with the creation and

maintenance of the Licensed technology.

“Licensed Trademarks” means the marks shown on Exhibit A. “QOLPOM” & “QOLPOM

Stylized”

“Licensee’s Technology” means the technology currently owned by Licensee or created by

Licensee as more fully described and defined in Section 5.4 below.

“Representative” means any director, officer, employee, agent, consultant, attorney, accountant,

or subcontractor of a party.

“Royalty Reporting Period” means each six-month period ending on the last days of June and

December of every year.

“Territory” means the United States.

ARTICLE III

GRANT OF RIGHTS

SECTION 3.1. Grant of License to the Licensed Trademarks. Subject to the terms and conditions

of this Agreement, Licensor grants to Licensee a non-assignable (except as expressed provided herein),

exclusive, non-sublicensable license to use the Licensed Trademarks, within the Field occurring within

the Territory, to: (a) identify Licensor as the source of content embodied in an Integrated Application;

and (b) indicate that Licensee is a “sponsor” or “supporter” of Licensor.

Subsection 3.1.1. Approval of Form. Licensee will not use the Licensed Trademarks in

any form or in connection with goods and services without the prior written approval of

Licensor. Any modification of a form of use approved by Licensor must be approved by

Licensor. Licensor may at its discretion specify, from time to time, which marks comprise the

Licensed Trademarks, the form in which Licensee may use the Licensed Trademarks, and the

goods and services with which the Licensed Trademarks may be associated. Licensee will only

use the Licensed Trademarks as so specified by Licensor.

Subsection 3.1.2. Proper Notice and Acknowledgment. Every use of the Licensed

Trademarks by Licensee will incorporate in an appropriate manner an “R” enclosed by a circle

for federally registered marks, or “TM” enclosed in a circle for unregistered marks, as

appropriate.

Subsection 3.1.3. Licensor’s Rights and Remedies. Licensor has, will retain, and may

exercise, both during the term of this Agreement and thereafter, all rights and remedies available

to Licensor, whether derived from this Agreement, from statute, or otherwise, as a result of or in

connection with Licensee’s breach of this Agreement, misuse of the Licensed Trademarks, or

any other use of the Licensed Trademarks by Licensee that is not expressly permitted by this

Agreement.

Subsection 3.1.4. Goodwill. Any and all goodwill or other benefit arising from or

connected with Licensee’s use of the Licensed Trademarks will inure to the exclusive benefit of

Licensor.

Subsection 3.1.5. Inspection. Licensor may at any time, upon reasonable notice to

Licensee, examine representative samples of the goods and services provided by Licensee under

the Licensed Trademarks to determine whether the quality of those goods and services conforms

to the quality standards approved by Licensor.

SECTION 3.2. Grant of License to the Licensed Copyrights. Subject to the terms and conditions

of this Agreement, Licensor grants to Licensee a non-assignable (except as expressed provided herein),

exclusive, non-sublicensable license under the Licensed Copyrights, within the Field occurring within the

Territory, to reproduce and prepare derivative works of the Licensed Technology for the purpose of

integrating those reproductions or derivative works into Integrated Applications; provided, however, that

preparation of such derivative works must be limited to the extent reasonably necessary to integrate

components of the Licensed Technology into the Integrated Applications. No right is granted under this

license to distribute, publicly perform, or publicly display the Licensed Technology. However, Licensee

may present, to third parties, the functionality of Licensor’s job board and may provide a link to

Licensor’s job board, on Licensee’s website.

Subsection 3.2.1. Licensor Ownership. Licensor will own the copyright and all other

rights in any derivative works created by Licensee and retains ownership of the Licensed

Copyrights and Licensed Technology. However, Licensee will own the copyright and all other

rights in any derivative works created by Licensee with respect to Licensee’s copyrighted and

patented works, including but not limited to its HR Assistant software.

Subsection 3.2.2. Attribution. All uses, reproductions, and derivative works of the

Licensed Technology, and any other documentation, material, or expression protected under the

Licensed Copyrights, must include the copyright notice: “© Copyright Linkages, Inc.” or

substantial equivalent.

SECTION 3.3. Grant of License to the Licensed Information. Subject to the terms and conditions

of this Agreement, Licensor grants to Licensee a non-assignable (except as express provided herein),

exclusive, non-sublicensable license to use the Licensed Information solely in the development, use,

marketing, and maintenance of the Integrated Applications within the Field occurring within the

Territory. No license or rights are granted or implied under any information or know-how outside the

Licensed Information, as it may be constituted from time to time.

SECTION 3.4. Obligations Beyond Licensing. Subject to any confidentiality or legal constraints,

Licensor will provide Licensee, at the request of Licensee, Licensor Database so that Licensee can assist

in connecting Licensor’s clients with potential employers.

SECTION 3.5. Reservation of Rights. All rights of Licensor not expressly granted in this

Agreement are hereby reserved to Licensor. Without limiting the generality of the foregoing, Licensor

reserves and retains for itself: (a) the right to practice under and use the Licensed IP, including the

Licensed Technology, and all related Intellectual Property Rights for its own purposes in all Fields in all

Territories; (b) the right to grant licenses and sublicenses, as appropriate, to third parties under the

Licensed IP and all related Intellectual Property Rights in any field outside the Field and in all countries

outside the Territory; and (c) the right to file and control prosecution of patent and trademark

applications, copyright registrations, and other Intellectual Property Rights corresponding to the Licensed

IP worldwide. Licensee may not sublicense any of the licenses or grants under this Agreement to third

parties.

SECTION 3.6. Covenants. Licensee will, at all times, limit the exercise of its rights under the

licenses and rights granted herein to the Field and the Territory. Licensee will not at any time, whether

during or after the term of this Agreement, do or cause to be done any act or anything challenging,

contesting, impairing, invalidating, or tending to impair or invalidate any of the Licensed IP or Licensor’s

Intellectual Property Rights or registrations derived from such rights. Licensee will not file state or

federal trademark applications for marks that may be, in Licensor’s sole discretion, confusingly similar to

the Licensed Trademarks or other of Licensor’s trademarks, whether registered or not.

SECTION 3.7. Confidential Treatment of the Licensed Information . During the term of this

Agreement, and at all times thereafter, Licensee must: (a) treat the Licensed Information as strictly and

absolutely confidential; (b) use the Licensed Information only for purposes expressly permitted under

this Agreement; (c) protect the Licensed Information from unauthorized use, disclosure, or

misappropriation by using the same degree of care as its uses to protect its most valuable and

competitively sensitive confidential information and trade secrets, but no less than a reasonable degree of

care; and (d) limit access to the Licensed Information in the manner set forth below. Except as provided

in Subsection 3.7.2, the foregoing obligations and restrictions are perpetual.

Subsection 3.7.1. Permitted Disclosures. Licensee may disclose the Licensed

Information, and will limit access to the Licensed Information, solely as may be required to

further the purposes of performing under this Agreement and solely to those of its trusted

Representatives who require access to the Licensed Information for purposes of Licensee’s

enjoying the rights and benefits of this Agreement and who are aware of Licensee’s obligations

and restrictions under this Agreement (each, an “Authorized Representative”). Disclosures to

Authorized Representatives must be kept to the minimum necessary for that Authorized

Representative to perform his or her duties effectively for the purposes of this Agreement only. If

the repository of Licensed Information maintained by Licensee is on a computer, server, or other

electronic medium, the restriction on access required hereunder and the other measures taken to

ensure and confirm limited access must be taken electronically.

Subsection 3.7.2. Compelled Disclosure. If Licensee is required to disclose one or more

elements of the Licensed Information by an order of a court of competent jurisdiction or a

government agency properly exercising its delegated authority, Licensee must promptly inform

Licensor in writing of those circumstances, and consult with Licensor on the steps to be taken to

avoid or restrict the disclosure, and give Licensor the opportunity to contest, defend against, or

limit the ordered disclosure at Licensor’ expense. If disclosure of the Licensed Information is

nonetheless required, License must endeavor to put in place arrangements designed to maintain

the confidentiality and commercial value of the Licensed Information and, in any event, must

limit its disclosure of any portion of the Licensed Information pursuant to that order, law or

regulation to the minimum required to comply with its terms.

Subsection 3.7.3. Unauthorized Disclosure. If Licensee becomes aware that it or any

authorized recipient of any portion of the Licensed Information hereunder has breached the

provisions of this SECTION, then Licensee must notify Licensor as soon as practicable, and the

parties must promptly confer as to the course of action to take as may be appropriate under the

circumstances to cure the breach and to mitigate the harm or damage arising from it. Any breach

of the provisions of this SECTION by a Representative of Licensee of any portion of the

Licensed Information will be deemed a breach by Licensee of this SECTION. In the case of any

breach of this SECTION, Licensee must promptly notify the third party improperly receiving or

using the Licensed Information that its receipt or use of the Licensed Information is unlawful and

must request the third party promptly return all Licensed Information and agree not to further

disclose or use it for any purpose. Licensee must promptly pay for or reimburse Licensor for any

fees, costs, and expenses incurred by Licensor in remedying the unauthorized disclosure or use,

for taking any action to protect its rights in, and benefits from, the Licensed Information

improperly disclosed, and to mitigate the damages or harm arising from that improper disclosure.

At its sole cost and expense, Licensee must assist and cooperate with Licensor in any effort of

that type.

Subsection 3.7.4. Remedies. The Licensed Information is valuable, special, and unique,

constitutes a trade secret of Licensor, and gives Licensor a commercial and competitive

advantage because it is not generally known or readily available to the public or those competing

with Licensor. Thus, if Licensee or any authorized recipient breaches or threatens to breach any

provision of this SECTION, Licensor may be irreparably damaged or injured such that no

remedy at law will afford it adequate protection against, or appropriate compensation for, that

damage or injury. Accordingly, notwithstanding SECTION 11.9, Licensor may: (a) enforce the

provisions of this SECTION by equitable remedies, including without limitation injunction and

specific performance, although those remedies are not the exclusive remedies under this

Agreement but will be in addition to all other remedies available at law or equity; and (b) bring

any action seeking any of those remedies in any court of the United States or any state having

subject matter jurisdiction. Licensee will submit to the jurisdiction of any such court and hereby

waives any claim or defense that there is an adequate remedy at law for such breach or threatened

breach. Licensee hereby waives any requirement for the posting of any bond or other collateral

that may be required to seek equitable relief. However, nothing in this SECTION will prevent

Licensee from enforcing any other rights it may have.

SECTION 3.8. Confidentiality Generally. Each party will protect any information, identified at

the time of disclosure as confidential, or ought reasonably to be considered confidential given the

nature of the information or the circumstances of disclosure, of the other party against

unauthorized disclosure by using the same degree of care as it take to preserve and safeguard its

own confidential information of similar nature, being at least a reasonable degree of care. Such

information may be disclosed by the receiving party to its employees, affiliates, and professional

advisors, provided that that the recipient is bound to maintain the confidentiality of such

information received.

SECTION 3.9. Term. Unless earlier terminated, this Agreement and the licenses and rights

granted hereunder will automatically expire on the date 20 years after the Effective Date. If this

Agreement is terminated before expiration as provided above, then the licenses and rights granted

hereunder will cease upon termination. Expiration of this Agreement does not constitute a termination or

a waiver of any rights of either party against the other party accruing at or before the time of expiration,

nor does it terminate or waive either party's surviving obligations under this Agreement, as specified in

ARTICLE VI. On or before the date 30 days after the effective date of expiration or termination of this

Agreement, Licensee must prepare and deliver to Licensor a Royalty Report (as defined herein) with

respect to all Licensee’s activities in the Royalty Reporting Period before the expiration occurred, which

must be accompanied by payment of any earned royalties or other amounts due in respect of Licensee’s

activities covered by that Royalty Report, and the obligation to make such payment will be so

accelerated. Without limiting the generality of the foregoing, Licensee’s obligations to pay any amount

payable to Licensor under this Agreement, to report and pay royalties to Licensor accrued before

expiration of this Agreement, even if a transaction or a portion thereof occurs after the expiration of this

Agreement, survive the expiration of this Agreement.

SECTION 3.11. No Further Rights or Licenses. Except as expressly provided in this ARTICLE

III, no further, other, or different license, sublicense, option, or right is granted to Licensee or implied.

No additional rights hereunder are or may be deemed granted by estoppel or otherwise.

ARTICLE IV

CONSIDERATION

SECTION 4.1. License Issue Fee. Upon Licensee’s execution and delivery of this Agreement,

Licensee must pay to Licensor non-refundable, non-creditable license issue fee of $1,500 (the “Issue

Fee”). Licensor hereby acknowledges receipt of the Issue Fee. All amounts described herein are in

United States dollars.

SECTION 4.2. Running Royalties. As consideration, for the licenses granted herein, Licensee

must pay to Licensor a non-refundable earned royalty equal to 3 (three) percent of all amounts received

(“Gross Sales”) for services transacted or products sold through, for, or with the use of any Integrated

Application, including amounts for subscriptions or other access to the Integrated Application (each, a

“Sales Transaction”) Licensee’s obligation to pay a royalty accrues, and is earned by Licensor, at the

time a Sales Transaction is invoiced by Licensee to a third party. Earned royalties in a given Royalty

Reporting Period must be paid by Licensee to Licensor on or before the date 31 days after the end of the

pertinent Royalty Reporting Period.

SECTION 4.3. Use of Licensee’s Trade Marks. Licensee will provide Licensor with trademark

materials, either by hard copy or electronically, for Licensor’s use and presentation both on Licensor’s

website and in other marketing and business material used by Licensor. During the term of this

Agreement, Licensor may use these materials. In the event Licensee purchases a fully paid up license in

accordance with SECTION 4.9, Licensor may continue to use the materials in perpetuity. The trade mark

materials supplied by Licensee will include all marks used by Licensee in conjunction with the Licensed

IP, including, but not limited to, the ‘Audioeye,’ ‘People Assistant,’ and ‘Linkages Experience’ marks.

SECTION 4.4. Periodic Reports.

Subsection 4.4.1. Frequency of Reports. Upon each January 31 and July 31 during the

term of this Agreement, Licensee must deliver to Licensor a true, correct, and complete written report

showing the items specified in Subsection 4.3.3 below as they pertain to Licensee’s activities under this

Agreement in the Royalty Reporting Period just ended (each, a “Royalty Report”). A responsible

financial officer of Licensee or a responsible representative of Licensee’s independent accounting firm

must certify in writing that each Royalty Report delivered under this Subsection is true, correct, and

complete. Licensee’s payment of the earned royalties based on the Royalty Report must be paid in

accordance with SECTION 4.5 below on or before the date on which the Royalty Report is due.

Subsection 4.4.2. Reports After Expiration. After the expiration or earlier termination of

this Agreement, Licensee must continue to provide Royalty Reports and corresponding payments in

accordance with this SECTION for so long as Licensee conducts Sales Transactions or bills, invoices, or

receives amounts in connection with Sales Transactions. If, notwithstanding its obligation to cease all

activities under this Agreement upon termination of this Agreement pursuant to ARTICLE VI below,

Licensee conducts Sales Transactions or bills, invoices, or receives amounts in connection with Sales

Transactions after termination of this Agreement, Licensee must provide a Royalty Report with respect

to those unauthorized activities that complies in all respects with this SECTION, accompanied by

payment of royalties equal to three times the royalty payment that would have been due under this

Agreement as if this Agreement had not been terminated.

Subsection 4.4.3. Content of Royalty Reports. Each Royalty Report must provide the

following information as it pertains to the preceding Royalty Reporting Period just ended: (a) the type

and number of each Sales Transaction billed by Licensee; (b) the U.S. dollar value of the billings on the

quantities in clause (a) immediately above; and (c) the total amount of earned royalties to be paid with

respect to the Royalty Reporting Period that is the subject of that Royalty Report.

SECTION 4.5. Payment Procedure. Licensee must pay all amounts due to Licensor under this

Agreement in United States currency, collectible at par and without deduction of any fees, by check or

other immediately available funds.

SECTION 4.6. Late Payment. All amounts not timely paid will be subject to a charge of interest

compounded monthly until payment, at a rate of 10% per annum or $500, whichever is greater. If that

interest rate exceeds the rate allowed by applicable law, then the highest interest rate allowed by law will

apply. Licensor must apply any payments received first to the satisfaction of unpaid, accrued interest and

then to the satisfaction of unpaid principal.

SECTION 4.7. Taxes. Licensee is responsible for the payment of all taxes, duties, levies, and

other charges imposed, on Licensee, by any taxing authority with respect to the royalties and other fees

payable to Licensor under this agreement. If Licensee is required under any law or regulation of any

government entity or authority to withhold or deduct any portion of the payments on royalties due to

Licensor, then the sum payable to Licensor will be increased by the amount necessary to yield to

Licensor an amount equal to the sum it would have received had no withholdings or deductions been

made. Licensor will cooperate reasonably with Licensee in the event Licensee elects to assert, at its own

expense, any exemption from any such tax or deduction.

SECTION 4.8. Recordkeeping and Audit. Licensee must keep true, correct and complete books

and records, with reasonable supporting documentation, containing data reasonably required for the

computation and verification of payments due under this Agreement and Licensee’s compliance in other

respect with its obligations under this Agreement. Licensee must keep those books, records and

documentation at its principal place of business for at least six years beyond the Royalty Reporting

Period applicable to which they pertain and Licensee’s access to those books may not be denied

thereafter if they are reasonably available. Licensor may, during the Term of this Agreement, appoint an

auditor to inspect and copy those books, records, and documentation during Licensee’s business hours

and without unreasonably interfering with Licensee’s business and operations to verify the accuracy of

the Royalty Reports and Licensee’s compliance with this Agreement. Licensor must provide Licensee

with reasonable advance notice of its desire for such audit. All audits by Licensor will be at Licensor’s

own expense unless the audit reveals an underpayment of more than 5% of the amounts actually due for

any Royalty Reporting Period, in which case Licensee must reimburse Licensor for the cost of the audit,

in addition to the amount of the underpayment plus interest. If audit reveals that Licensee paid more than

required under this Agreement, Licensor must, at Licensee’s election, either fully reimburse Licensee for

the underpayment within 30 days after advising Licensor in writing of its election, or offset any future

payments under this Agreement by the amount of the overpayment.

SECTION 4.9. Licensee’s Option to Purchase Lifetime Paid Up License. Licensee is hereby

granted an option to purchase a royalty-free, fully paid-up, perpetual, exclusive, irrevocable, license, of

the Integrated Applications for use within the Territory and within the Field, with the right to assign the

paid up license and to grant sublicenses, for a one-time fee of $2,000,000.

SECTION 4.11. Non-Profit Status. Licensee understands that Licensor is a tax-exempt non-

profit qualified under section 501 (c) (3) of the United States Internal Revenue Code (the “Code”). This

Agreement is intended to comply with the provisions of the Code and applicable Regulations which

permit qualified tax-exempt non-profits to receive royalty income without having such income treated as

“unrelated business income,” as that income is defined in the Code and applicable Regulations. This

Agreement will interpreted and enforced consistent with this intent.

ARTICLE V

RIGHTS TO INTELLECTUAL PROPERTY

SECTION 5.1. Rights of Each Party. As between the parties the Licensed IP is, and at all times

will remain, solely and exclusively owned or controlled by Licensor. Licensor will solely and exclusively

own any and all other Intellectual Property Rights that it may develop or obtain in connection with the

Licensed IP.

SECTION 5.2. License Grant to Licensor of Licensee’s Improvements. As further consideration,

in part, for the licenses and rights granted to Licensee, Licensee hereby grants to Licensor a royalty-free,

fully paid-up, perpetual, irrevocable, worldwide license, without the right to grant sublicenses, to

Licensee’s Improvements and to use Licensee’s Improvements, including all Licensee’s patents and

patent applications claiming any such Improvements. Without limiting the generality of the foregoing,

Licensee’s Improvements includes any improvements or modifications made by Licensee to the Licensed

Technology, including the Platform.

SECTION 5.3. Derivative Works. Licensee retains and will retain all its right, title, and interest

worldwide to all derivative works under the Licensed Copyrights and expressions thereof, the Licensed

Technology, and all expressions or embodiments contained therein or relating thereto, and all other

documentation and materials protected under Licensor’s copyright rights, immediately upon its creation,

authorship, or expression.

SECTION 5.4. Mutual Disclosure ; Cooperation; and Future Use. Licensor maintains a patent

applications and technologies related to home healthcare monitoring and medicine regime compliance

systems (“Licensee’s Technology”). Licensee’s Technology may include, but is not limited to

Integrated Applications and Improvements. Licensor and Licensee have agreed to cooperate so that

Licensee can utilize the Licensed Technology to assist Licensee in developing, refining, and marketing

the Licensee’s Technology. Licensee herby grants Licensor a perpetual fully paid up license in the

Licensee’s Technology for use by Licensor both during the term and after the expiration of this

Agreement.

SECTION 5.5. Inspection of Integrated Applications. Upon reasonable notice, Licensee will

demonstrate the Integrated Applications and Licensee’s use of the Licensed IP. Licensee will keep

Licensor reasonably informed as to the progress of development of Integrated Applications, and any bugs

or technical issues discovered by Licensee pertaining to the Platform. Licensee may at any time, upon

reasonable notice to Licensor, at Licensee’s expense, examine any modifications made by Licensor to the

Integrated Applications or embodiments of Licensed IP developed by Licensor, and the source code,

documentation, and data related thereto.

ARTICLE VI

TERMINATION

SECTION 6.1. Termination for Breach or Insolvency. If Licensee or Licensor breaches this

Agreement, or Licensee becomes Insolvent (as defined below), the non-breaching party may terminate

this Agreement by giving written notice of that breach to the breaching party and affording breaching

party the opportunity to cure that breach on or before the date 30 days after the date of written notice. If

that breach is not timely cured, this Agreement and the licenses granted hereunder will then terminate,

subject to each party’s surviving obligations. Licensee will be “Insolvent” if Licensee becomes the

subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency,

receivership, liquidation, or composition for the benefit of creditors if such petition or proceeding is not

dismissed with prejudice within sixty days after filing.

SECTION 6.2. Termination for IP Challenge. Licensor may terminate this Agreement if

Licensee files any claims of invalidity, unenforceability, or non-infringement of the Licensed IP.

Licensee must notify Licensor in advance of any claims of that nature that Licensee intends to assert and

include in that notice the details and bases for those claims. Failure to provide that notice constitutes a

material breach of this Agreement.

SECTION 6.3. Termination by Termination of Underlying Licenses. The licenses granted under

this Agreement pertaining to the Licensed IP will terminate immediately upon the termination of any

underlying third party software or other license under which Licensor developed or used the Licensed IP.

Licensor will promptly provide Licensee written notice of termination of such license, whereupon

Licensee must cease all activities under the affected Licensed IP, subject to any successor license that

Licensee may later obtain from the third party.

SECTION 6.4. Termination by Notice from Licensor. Licensor may terminate this Agreement at

its sole discretion for any reason upon 90 days written notice to Licensee; provided, however, should

Licensor provide Licensee a notice of termination in accordance with this SECTION, Licensee will have

the right to elect to purchase a fully paid-up, perpetual, exclusive, irrevocable, license, of the Integrated

Applications for use within the Territory and within the Field as provided in SECTION 4.9 prior to the

expiration of the 90 day notice period.

SECTION 6.5. Effect of Expiration or Termination. Upon termination of this Agreement, all

licenses and rights granted under this Agreement will terminate and Licensee must immediately: (a) cease

using any Licensed IP and any embodiments thereof; (ii) cease using the Licensed Trademarks, and

destroy or delete all materials bearing the Licensed Trademarks; (iii) cease using, reproducing, and

making derivative works of the Licensed Technology, and all other materials protected under the Licensed

Copyrights; (v) cease any and all activity that infringes upon the Licensed IP; (vi) cease and refrain from

entering into Sales Transactions; (vii) cease use of all Integrated Applications; and (viii) return or destroy,

at Licensor’s option, all Confidential Information and all documentation, expressions, and other materials

protected under the Licensed IP, including all instances and portions of the Licensed Technology and

derivative works thereof. On or before the date 30 days after the Termination Date, Licensee must

disclose to Licensor all undisclosed Licensee Improvements.

SECTION 6.6. Surviving Obligations. Termination of this Agreement does not constitute a

termination or a waiver of any rights of either party against the other party accruing at or before the

Termination Date, nor does it terminate or waive either party's surviving obligations under this

Agreement. In addition to any provision of this Agreement that expressly provides for acts or obligations

to continue beyond the expiration or earlier termination of this Agreement, the provisions of ARTICLES

II, IV, VIII, IX, and X, and SECTIONS 3.5-3.9, 5.1, and 5.2 survive the expiration or earlier termination

of this Agreement, together with any other provisions necessary to effect the intent of this Agreement.

SECTION 6.7. Reverter. Upon termination of this Agreement, except as otherwise expressly

provided in this Agreement, all the licenses and rights granted herein will immediately, automatically,

and completely revert to Licensor for its sole benefit.

ARTICLE VII

ENFORCEMENT

SECTION 7.1. Notice of Infringement or Misappropriation. Licensee and Licensor must

promptly inform the other party in writing if either learns that a third party (an “Infringer”): (a) is

infringing, or is suspected of infringing, any Licensed IP; (b) has misappropriated or is suspected of

misappropriating any Licensed IP; or (c) has brought any proceeding alleging invalidity or non-

infringement of any Licensed IP (collectively, “Infringing Activities”).

SECTION 7.2. Licensor’s Rights. (a) As between the parties, Licensor has the sole right to sue

for infringement or misappropriation of the Licensed IP; and (b) Licensor has no duty to pursue

Infringers. Licensor has the exclusive right in the first instance, but not the obligation, to defend any

proceeding alleging invalidity or non-infringement of any of the Licensed IP. If Licensor initiates or

conducts any legal proceedings to enjoin or seek damages caused by Infringing Activities or any other

relief or remedy in response to the Infringing Activities, Licensee must fully cooperate with Licensor in

that effort. Licensor is entitled to keep for its own account all damages are awarded to it or paid in

settlement thereof, subject to Arizona’s rights under the Arizona License.

ARTICLE VIII

CONFIDENTIAL INFORMATION

This ARTICLE applies to Confidential Information other than the Licensed Information. The

parties’ respective obligations regarding the confidential treatment of the Licensed Information is

governed by SECTION 3.7.

SECTION 8.1. Confidential Information. Licensee and Licensor may choose, from time to time,

to disclose confidential information as defined herein. “Confidential Information” means: (a) all

information provided by one party (the “Disclosing Party”) to the other party (the “Receiving Party”)

pertaining to the Disclosing Party’s employees, officers, directors, customers, or contractors, or the

business, research, products, or finances of the Disclosing Party, including but not limited to all technical

information and data, marketing data, techniques and plans, suppliers, business proposals to customers,

customer lists and contact information, trade secrets, computer software, medical records, information

provided to Receiving Party in confidence by a third party, financial information, costs of providing

services to customers, pricing and profit information, technology solutions developed and being

developed for customers, methods of doing business, sales information, and any other information about

the Disclosing Party's business that is not publicly available or has or could have commercial value or

other utility in the Field; (b) the terms of this Agreement; (c) disclosures of Licensee Improvements; and

(d) any information or communication, written or otherwise, concerning the prosecution, prosecution

strategy, defense, or assertion of the Licensed IP. The definition of Confidential Information is to be

broadly interpreted. Confidential Information is deemed to be owned by the party who disclosed it,

except that Confidential Information falling under clause (d) is deemed to be Licensor’s Confidential

Information.

SECTION 8.2. Obligations of Confidentiality and Limited Use. During the term of this

Agreement, and at all times thereafter, the Receiving Party must maintain the Confidential Information in

confidence, and may not disclose, divulge or otherwise communicate it or any portion of it to any third

party, except to its directors, officer, employees, agents, investors, potential investors, advisors

(accounting, legal and investment banking), and prospective assigns who are bound by like terms of

confidentiality, nor use it for any purpose, except pursuant to, and in order to carry out, the terms and

objectives of this Agreement, or to assert or enforce its rights or the other party’s obligations under this

Agreement. The Receiving Party will exercise every reasonable precaution to prevent and restrain the

unauthorized disclosure of such Confidential Information by any of its directors, officers, employees, and

agents.

SECTION 8.3. Exceptions. The foregoing obligations do not apply to Confidential Information

that: (a) is generally known to the public through no act or omission of the Receiving Party; (b) is

received by the Receiving Party on a non-confidential basis from a third party who has come to lawfully

know or possess the Confidential Information without any breach of an obligation of confidentiality or

non-use to the Disclosing Party or any third party, and whose disclosure to the Receiving Party does not

result in any breach of any obligation of confidentiality or non-use to the Disclosing Party; (c) is

independently known by the Receiving Party at the time of receipt; (d) is reported by the Receiving Party

in strict confidence solely to a United States state or federal securities agency, including the Securities

and Exchange Commission, under applicable state or federal securities laws, including Section 21F of the

Securities Exchange Act of 1934, for the sole purpose of reporting a violation of United States state or

federal securities laws and meeting all of the requirements for whistleblower protection described in such

laws; (e) is required to be disclosed under applicable governmental laws or regulations or under order of

a court of competent jurisdiction, but then only to the extent minimally required to comply with the

order’s terms; or (f) the Disclosing Party consents to its disclosure.

SECTION 8.4. Press Releases and Other Public Statements. No party will make any other public

statements about this Agreement without the other party’s prior written consent.

ARTICLE IX

INSURANCE, INDEMNIFICATION, AND LIMITATION OF LIABILITY

SECTION 9.1. Insurance. Licensee must maintain commercial general liability insurance,

including professional and products liability insurance and errors and omissions insurance, that protects

Licensee and Licensor with respect to the events covered by SECTION 9.2. Each insurance policy must

provide reasonable coverage for all claims with respect to the Licensed IP and must specify Licensor as

additional insured. Licensee will furnish certificate(s) of such insurance to Licensor upon request.

SECTION 9.2. Indemnification by Licensee. During the term of this Agreement and for two

years beyond the term of any statute of limitations with respect to any claim described below, Licensee

must indemnify, defend, and hold harmless Licensor, and their respective governing boards, officers,

agents, and employees, from and against any liability, loss, or damage resulting from claims, demands,

costs, or judgments that arise out of or are related to Licensee’s use of the Licensed IP or practice

thereunder, or Licensee’s breach of this Agreement. Licensee is not obligated to defend Licensor for

claims arising from Licensor’s negligence, willful misconduct, or failure to apply with applicable

governmental requirements.

SECTION 9.3. Procedures for Indemnification. Licensee is responsible for the management of

defense of any actions or claims at its own expense, and will pay Licensor’s reasonable expenses to assist

Licensee in such defense. Licensee will not compromise or settle any claim or action without the prior

written approval of Licensor. Licensor may participate at its option and expense through counsel of its

own selection.

SECTION 9.4. Licensee Responsible for Use of Licensed IP. It is the full and sole responsibility

of Licensee to use appropriate care in the practice or use of any Licensed IP and Integrated Applications.

Licensor does not: (a) control the manner in which any Licensed IP or Integrated Application is practiced

or used by Licensee; or (b) make any representation or warranty whatsoever with respect to any Licensed

IP, including but not limited to the Licensed Technology, the Platform, or the Licensed Information, or

Integrated Application.

SECTION 9.5. Limitation of Liability. In no event is Licensor liable for damages, losses or

claims, whether direct or otherwise, arising out of or related to: (a) Licensee’s use or practice of the

Licensed IP or Integrated Applications; (b) the performance of any service or use or sale of any product or

application by any person, including the Integrated Application, that benefits from use or availability of

the Licensed IP; or (c) any claim by a third party against Licensee; except to the extent those damages,

losses, or claims arise from Licensor’s gross negligence or willful misconduct. IN NO EVENT IS

LICENSOR OR LICENSEE LIABLE TO THE OTHER, WHETHER BASED IN CONTRACT OR

TORT, FOR ANY LOSS OF PROFITS (DEMONSTRATED OR PROSPECTIVE) OR BUSINESS

REVENUE, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR

CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER DIRECTLY OR INDIRECTLY,

ARISING OUT OF THIS AGREEMENT. EACH PARTY HEREBY RELEASES THE OTHER PARTY

FROM ANY LOSSES OR DAMAGES OF THAT TYPE. THE FOREGOING LIMITATION WILL

APPLY WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBLITY OF THOSE

LOSSES OR DAMAGES. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE

FOREGOING LIMITATIONS ON LIABILITY ARE ESSENTIAL ELEMENTS OF THE BASIS OF

THE BARGAIN BETWEEN THE PARTIES AND THAT IN THE ABSENCE OF SUCH

LIMITATIONS, THE MATERIAL AND ECONOMIC TERMS OF THIS AGREEMENT WOULD BE

SUBSTANTIALLY DIFFERENT. The provisions of this SECTION survive the expiration or earlier

termination of this Agreement.

SECTION 9.6. Warranties and Disclaimers. Nothing contained in this Agreement may be

construed as a representation or warranty by Licensor: (a) that the Licensed IP and related Intellectual

Property Rights are valid or enforceable; (b) that any performance or practice under or use of the

Licensed IP is not an infringement of any Intellectual Property Rights of others; (c) that the Licensed IP is

suitable for commercial use or free from infringement of any third party’s Intellectual Property Rights; or

(d) that the Licensed IP is suitable for integration into Integrated Applications or compatible with any of

Licensee’s software products, platforms, services, and applications. To the maximum extent not

prohibited by applicable law, the Licensed IP is being licensed and provided to and accepted by Licensee

“AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.” LICENSOR HEREBY DISCLAIMS, TO

THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, ANY AND ALL

WARRANTIES, TERMS OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR

OTHERWISE, INCLUDING WITHOUT LIMITATION ANY (IF ANY) AND ALL WARRANTIES

OR CONDITIONS OF OR RELATED TO MERCHANTABILITY, FITNESS FOR ANY

PARTICULAR PURPOSE, SATISFACTORY QUALITY OR PERFORMANCE, RESULTS,

CONDITIONS OF TITLE, QUIET POSSESSION, CORRESPONDENCE WITH DESCRIPTION, OR

NON-INFRINGEMENT, THAT MAY ARISE FROM OR BE IMPLIED, EITHER IN FACT OR BY

OPERATION OF LAW, STATUTORY OR OTHERWISE, THIS AGREEMENT, LICENSEE’S

RECEIPT AND USE OF, OR RELIANCE ONE, THE LICENSED IP, OR ARISING FROM THE

COURSE OF DEALING BETWEEN THE PARTIES OR USAGE OF TRADE, THAT MAY APPLY

OR RELATE TO THE LICENSED IP OR ITS USE OR INTEGRATION INTO INTEGRATED

APPLICATIONS. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION

ON THE FACE HEREOF.

THESE DISCLAIMERS OF WARRANTY CONSTITUTE AN

ESSENTIAL PART OF THIS AGREEMENT.

SECTION 9.7

No Inconsistent Statements. Neither party may make any statements,

representations, or warranties whatsoever to any person or entity, or accept any liabilities or

responsibilities whatsoever from any person or entity that are inconsistent with this ARTICLE IX. A

party making any such statement, representation, or warranty assumes and accepts all liability arising

therefrom. Licensee assumes full and absolute responsibility and liability for any and all warranties

provided in connection with the Licensed IP.

SECTION 9.8. Remedial Efforts. Without limiting and without prejudice to the disclaimers of

warranty in SECTION 9.6 above, if the Licensed IP is alleged to infringe the Intellectual Property Rights

of a third party, Licensor may, at its sole discretion and without obligation, repair or replace the

infringing component of the Licensed IP with functionally equivalent component that does not so

infringe. Nothing in this SECTION will be interpreted as a warranty of noninfringement, or an obligation

to so repair or replace infringing components, on the part of Licensor.

ARTICLE X

NON-COMPETITION

SECTION 10.1 Non-Compete. The parties recognize that the value of this License to Licensee,

and Licensor’s interest in maximizing royalties payable under this License, are both dependent upon

Licensee’s ability to utilize the Licensed IP and Licensee’s intellectual property to market the Licensed

IP and Licensee’s intellectual property for use by third parties in connection with identifying and

recruiting disabled individuals for employment. Accordingly, Licensee and Licensor jointly and

severally agree that, for the Term of this License, they shall not, directly or indirectly:

(i)

Have any direct or indirect interest (financial or otherwise) in, or serve in any capacity (such as

owner, investor, lender, principal, agent, consultant, partner, representative, officer or otherwise) with,

any person or entity (other than each other) that is engaged in the business of identifying or recruiting

disabled individuals for employment in the Territory; or

(ii)

Sell products, provide services, or otherwise assist others in identifying or recruiting disabled

individuals for employment.

SECTION 10.2 Termination/Exceptions.

Notwithstanding the other terms in this Article X:

(i)

The provisions of this Article X will expire upon the expiration of this

License. Additionally, if Licensee elects to acquire a fully paid-up license in

accordance with SECTION 4.9, the restrictions of this Article X will expire.

(ii)

The Provisions of this Article X will not restrict or prohibit Licensor from

identifying and recruiting disabled individuals and assisting them in finding

employment or restrict or prohibit Licensor from assisting other tax-exempt

or charitable organizations in doing so. Licensor is also free to work with for-

profit employers who wish to identify, recruit and hire disabled individuals.

The provisions of this this Article X are only intended to prohibit Licensor

from assisting for-profit businesses who sell applicant tracking systems or job

boards for recruiting and assisting disabled individuals in finding

employment.

SECTION 10.3 Remedies.

Licensee and Licensor recognize that their failure to comply with the

provisions of this Article X shall cause irreparable harm to the other and that money damages alone

would be insufficient to compensate for such damages. Licensee and Licensor therefore agree that any

court having jurisdiction may enter a preliminary or permanent restraining order or injunction against

Licensee or Licensor, as applicable, in the event of actual or threatened breach of any of the provisions of

this Article X. Any such relief shall not preclude Licensee or Licensor from seeking any other relief at

law or equity with respect to any such claim.

SECTION 10.3 Severability. If any provision of this Article X is deemed to be in violation of law or

unenforceable for any reason, the remainder of this Article X shall remain in full force and effect and

shall continue to be binding upon Licensee and Licensor. The parties agree that a court shall substitute a

reasonable, judicially enforceable limitation in place of any unenforceable provision to best serve the

intent of the parties as expressed herein and the reasonable business needs and expectations of Licensee

and Licensor in entering into this License.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1. Agreement in its Entirety. This Agreement and its Exhibits, when executed and

delivered by the parties, represent and constitute the entire agreement between the parties as to the subject

matter of those documents. Any and all prior and contemporaneous oral and written negotiations,

representations, warranties, agreements, statements, promises, and understandings with respect to that

subject matter, are merged into, and extinguished, superseded completely expressed by those documents.

No party is bound by or charged with any written or oral agreements, representations, warranties,

statements, promises, or understandings not specifically set forth in such documents.

SECTION 11.2. Addresses and Notices. All notices, requests, consents, demands and other

communications provided in this Agreement must be in writing and will be deemed to have been made or

given: (a) on the date delivered, if personally delivered; (b) if sent by facsimile or electronic mail,

confirmed by delivery of any other means permitted under this SECTION, at the date and time of

transmission as indicated on the received facsimile or email if sent during normal business hours of the

notified party, or if not, on the next business day; (c) on the date ten business days after being sent by

registered or certified mail, return receipt requested, postage prepaid; or (d) on the date two days after

deposit with an internationally recognized overnight courier, specifying two-day delivery, with written

verification of receipt. All notices must be addressed to the party entitled to notice at the address indicated

below or at such other address as such party may designate by ten days' advance written notice under this

SECTION to the other party to this Agreement:

To Licensor:

To Licensee:

La Frontera Community Solutions, Inc. QOLPOM, Inc.

Attn.: Dr.Daniel Raneri

Attn.: Nathaniel Bradley

504 W. 29^th St.

P. O. Box 186

Tucson, AZ 84713

Vail, AZ, 85641

A notice will be considered “written” or “in writing” if it is on conventional paper or facsimile, or if it is

in electronic form (such as an email). Notice of change of address will be effective only when done in

accordance with this SECTION.

SECTION 11.3. Amendment of this Agreement; Waiver. No supplement, modification or

amendment of this Agreement will be binding unless executed in writing by both parties. A party's

express or implied waiver of or consent to any provision of this Agreement or the other party's breach of

its obligations hereunder may not be deemed to be, or construed as, a consent to, or waiver of, any other

provisions or other breach of the same or any other obligations of the other party. A party's failure, no

matter how long, to: (a) complain of any act, or failure to act, by the other party; (b) declare the other

party in default, irrespective of how long the default continues; (c) insist upon the strict performance of

any obligation or condition of this Agreement; or (d) exercise any right or remedy consequent upon a

breach thereof; does not constitute a waiver by that party of its rights, the breach, or any other obligation

or condition. A party's consent in any one instance does not limit or waive the necessity to obtain that

party's consent in any future instance. No single or partial exercise of any right, power or privilege by a

party hereunder precludes any other or further exercise thereof or the exercise of any other right, power or

privilege by such party.

SECTION 11.4. Applicable Law. This Agreement and its effect are subject to and must be

construed and enforced in accordance with the laws of the State of Arizona, U.S.A., without regard to its

principles regarding conflicts of law.

SECTION 11.5. Assignment. Licensee may not assign this Agreement, nor any of its licenses,

rights, obligations, or duties under this Agreement, whether directly or indirectly by operation of law or

otherwise, including by way of a merger, acquisition or other sale event, or to an affiliate, without

Licensor’ prior written consent, which consent may be withheld in its sole and absolute discretion. When

properly assigned, this Agreement will be binding upon and inure to the benefit of, and be enforceable by,

the parties, their respective successors and assigns.

SECTION 11.6. Compliance with Law; Severability. Nothing in this Agreement in intended, or

may be construed, to require the commission of any act contrary to any applicable law. Each party will

comply fully with all relevant laws and regulations, including export laws and regulations. If any

provision of this Agreement (which is to be applied in the narrowest sense as meaning the particular

provision within a single SECTION, Subsection, paragraph, sentence, or clause) conflicts with any

statute, law, ordinance, policy or treaty such that it is held or adjudged to be invalid, illegal, void or

otherwise unenforceable, then the affected provision must be curtailed and limited only to the extent

necessary to bring it within the applicable legal requirements and the validity, legality, and enforceability

of the remaining provisions of this Agreement will not in any way be affected or impaired thereby and

will remain enforceable to the fullest extent permitted by law. In that event, to the fullest extent possible,

the remaining provisions of this Agreement will be modified and construed to the extent necessary to

resolve the conflict and to give effect to the intent manifested by the provision held invalid, illegal, void

or unenforceable.

SECTION 11.7. Computation of Time. In computing any period of time for purposes of this

Agreement, the day or date of the act, notice, event or default from which the designated period of time

begins to run will not be included. The last day of the period so computed will be included, unless it is a

Saturday, Sunday, or a federal holiday in the United States, in which event the period runs until the end of

the next day which is not a Saturday, Sunday, or holiday. All references to days, months, quarters or years

are references to calendar days, calendar months, calendar quarters, or calendar years, unless otherwise

indicated. All references to “business days” or “working days” are references to days that are not a

Saturday, Sunday, or holiday.

SECTION 11.8. Counterparts. This Agreement may be executed in two or more identical

counterparts each of which will be deemed to be an original, and all of which, taken together, will

constitute one and the same instrument. Delivery of an executed counterpart signature by facsimile

transmission, by electronic mail in portable document format (.pdf) form , or by another electronic means

intended to preserve the original graphic and pictorial appearance of a document, will have the same

force and effect as physical delivery of the original paper document bearing the original signature, and

each party may use facsimile signatures as evidence of the execution and delivery of the Agreement by

all parties to the same extent that an original signature could be used.

SECTION 11.9. Dispute Resolution. Except as otherwise provided herein, all disputes arising out

of or related to this Agreement will be submitted to binding arbitration before a single arbitrator in the

City of Tucson in accordance with the Arizona Revised Uniform Arbitration Act, A.R.S. §§ 12-3001 et

sq. as amended from time to time. If the parties cannot agree to an arbitrator within 5 business days of

service of a Demand for Arbitration, then the arbitrator will be appointed by the presiding civil judge of

the Pima County Superior Court. The prevailing party in the arbitration and any related court proceedings

will be entitled to recover reasonable attorney’s fees, costs and expenses, including fees paid to the

arbitrator. The arbitration award may be entered as a judgment in any court of competent jurisdiction.

The Pima County Superior Court shall have exclusive original jurisdiction of all court proceedings

relating to the arbitration.

SECTION 11.11. Force Majeure. No failure or omission by any party in the performance of any

obligation of this Agreement (except payments hereunder) will be deemed a breach of this Agreement nor

create any liability if: (a) the failure or omission arises from any cause beyond the control of the party in

question; and (b) steps that could be taken to mitigate or eliminate the cause of the failure or omission

were not reasonably foreseeable or were not reasonably available or commercially practicable, and the

failure or omission is not caused or exacerbated by the negligence of the non-performing Party. Causes

falling within clause (a) above include: acts of God; acts or omissions of any government or any agency

thereof; compliance with any governmental authority or any officer, department, agency or

instrumentality thereof; fire; storm; flood; earthquake; accident; acts of the public enemy; war, declared

or undeclared; rebellion; insurrection; riot; sabotage; invasion; quarantine restrictions; strike; lockout;

disputes or differences with workmen; transportation embargoes or delays in transportation. In that event,

the non-performing party must give the other party prompt written notice upon discovery and use all

reasonable efforts to continue to so perform or cure.

SECTION 11.12. Independent Contractor. In its performance under this Agreement, each party

is an independent contractor, and neither party nor their respective Representative is a Representative of

the other party. Nothing in this Agreement may be construed as authorization for any party to act as agent

for any other. This Agreement does not constitute or create, nor may it in any way be interpreted as, a

joint venture, partnership, or formal business organization of any kind.

SECTION 10.13. No Third-Party Beneficiaries. None of the provisions of this Agreement are for

the benefit of, or enforceable by, any third-party. The agreements herein contained are made for the sole

benefit of the parties hereto, and no other person or entity is intended to or shall have any rights or

benefits hereunder, whether as a third party beneficiary or otherwise.

SECTION 11.14. Mutual Representations and Warranties. Each party represents and warrants to

the other that: (a) it is duly organized, validly existing and in good standing under the laws of the

jurisdiction of its organization or formation; (b) has the full power and authority to enter into, deliver and

perform its obligations under, and carry out the provisions of, this Agreement; (c) the person executing

this Agreement on behalf of such entity has been duly authorized to do so, and such person has duly

signed and delivered this Agreement; (d) this Agreement constitutes a valid and binding agreement of the

representing and warranting party; (e) all action required to be taken to authorize, execute, deliver and

perform under this Agreement has been taken and no further approval of any governing person is

necessary to consummate this Agreement; (f) execution, delivery and performance of this Agreement by

the representing and warranting party do not conflict with any other agreement or arrangement to which

such entity is a party or by which it is bound; and (g) it will exercise its good faith in performing under

this Agreement.

SECTION 11.15. Further Assurances. Each party must take whatever additional action and

execute whatever additional documents as the other party may in its reasonable judgment deem necessary

or advisable to carry out or effect one or more of the obligations or restrictions imposed on a party under

this Agreement.

SECTION 11.16. Certain Rules of Interpretation. Interpretation of the Term “Include.” The

term “include” (and its conjugated verb or cognate noun forms) means “to include without limitation” and

“to include but not limit to,” regardless of whether the words “without limitation” or “but not limited to”

or their equivalent actually follow it. Conjugated Verb Forms and Cognate Noun Forms of Terms. If a

word or phrase is defined, its other grammatical forms, such as any conjugated verb form or cognate noun

form, have a corresponding meaning. If a word or phrase is not capitalized, then the word or phrase must

be interpreted in accordance with its commonly used meaning, although any words or phrases that have

well-known technical or trade meanings must be interpreted in accordance with that meaning. Gender and

Number. Whenever used in this Agreement: (a) the singular includes the plural, and the plural include the

singular; (b) any masculine, feminine or gender-neutral pronoun includes the other and any trust,

partnership, limited liability company, firm, or corporation, all as the context and meaning of this

Agreement may require. Headings. The headings of the various ARTICLES, SECTIONS and Subsections

of this Agreement are used solely for the convenience of the parties, do not form a part of this Agreement

and are not intended to affect the interpretation or meaning of this Agreement or to define, limit, extend or

describe its scope or intent. Recitals. ARTICLE I is integral to this Agreement. All references in this

Agreement to “Agreement” or “this Agreement” encompass ARTICLE I. No Presumptions. Each party

has reviewed this Agreement and had the benefit of representation by counsel. In light of the foregoing,

any rule of construction to the effect that ambiguities are to be resolved against the drafting party does not

apply to the interpretation of this Agreement.

IN WITNESS WHEREOF, the parties hereto have each caused a duly authorized officer to sign

this Agreement to be effective as of the Effective Date.

La Frontera Community Solutions, Inc.,

QOLPOM, Inc.

An Arizona non-profit corporation

An Arizona limited liability company

By: /s/ Daniel J. Ranieri

By: /s/ Nathaniel Bradley

Daniel J. Ranieri, President

Nathaniel Bradley, President

Date:

Date:_________________________