This Licence is made on Date 6th October 2017 Effective Date 27-09-2017

PARTIES:

1. VAPE HQ LIMITED a company incorporated in England and Wales under number 08310451 whose registered office is at 59 Nottingham Road, Ravenshead, Nottingham NG15 9HG (Licensor); and
2. Chris Grove (VapeHQ VapeHQ Testville) A company incorporated in England and Wales under number 123456 whose registered address is 288 High Street Testville TE1 2ST United Kingdom (Licensee),

(each of Licensor and Licensee being a Party and together Licensor and Licensee are the Parties).

BACKGROUND:

• The Licensor is the registered proprietor of the Trade Mark.
• The Licensee wishes to use the Trade Mark to sell the Products in the Territory.
• The Licensor has agreed to license the Licensee rights to use the Trade Mark to sell the Products in the Territory on the terms of this Licence.

THE PARTIES AGREE:

1. Definitions and interpretation
   1. In this Licence, unless otherwise provided:

      Business Day

      means a day other than Saturday, Sunday and public holidays when clearing banks are open for non-automated business;

      Force Majeure

      means an event or sequence of events beyond a Party's reasonable control (which could not reasonably have been anticipated and avoided by a Party) preventing or delaying it from performing its obligations hereunder, including war, revolution, terrorism, riot or civil commotion, or reasonable precautions against any such; strikes, lock outs or other industrial action, whether of the affected Party's own employees or others; blockage or embargo; acts of or restrictions imposed by government or public authority; explosion, fire, corrosion, flood, natural disaster, or adverse weather conditions. Force Majeure does not include, inability to pay, mechanical difficulties, shortage or increase of price of raw materials, over-commitment or market or other circumstances which may make the terms of this Licence unattractive to a Party;

      Operating Manual

      the Licensor's operating manual setting out the standards, methods, processes, procedures and other relevant information for running the Licensee's business under the Licence agreement with operating manual as the Licensor may amend from time to time. Any amendments to the operating manual, the Licensee will adapt any current set, but not limited to, processors proceedings, requirements, to accommodate each amendment within the latest version released of the "operating manual" on the time/date of publishing.

      Products

      means the goods to be sold by the Licensee under this Licence as specified in The Schedule;

1. 1. Territory

      means the assigned trading location and business address.

      Trade Mark

      means the registered trade mark set out in The Schedule;

      Intellectual property (IP)

      means any and all intellectual property and tangible embodiments thereof, including without limitation inventions, discoveries, designs, specifications, developments, methods, modifications, improvements, processes, know-how, show- how, techniques, algorithms, databases, computer software and code (including software and firmware listings, assemblers, applets, compilers, source code, object code, net lists, design tools, user interfaces, application programming interfaces, protocols, formats, documentation, annotations, comments, data, data structures, databases, data collections, system build software and instructions), mask works, formulae, techniques, supplier and customer lists, trade secrets, graphics or images, text, audio or visual works, materials that document design or design processes, or that document research or testing, schematics, diagrams, product specifications and other works of authorship.

      VAT

      means United Kingdom value added tax; and

      Year

      means a Licence year, beginning on the Effective Date or an anniversary thereof and ending 12 months thereafter.

   1. Unless the context otherwise requires:
      1. each gender includes the others;
      2. the singular includes the plural and vice versa;
      3. references to this Licence include its Schedule;
      4. the terms of this Licence prevail over those of its Schedule;
      5. references to persons include individuals, unincorporated bodies, government entities, companies and corporations;
      6. clause headings do not affect their interpretation;
      7. general words are not limited by example; and
      8. references to legislation include any modification or re-enactment thereof.

1. Licence
   1. The Licensor grants to the Licensee a non-exclusive licence to use the Trade Marks to sell the Products in the Territory in accordance with this Licence (Licensed Activities).
   2. The Licensor may itself do the Licensed Activities or appoint or license others to do so.
   3. The Licensee shall not actively solicit orders for the Products outside the Territory but is not prohibited from accepting unsolicited orders for the Products from a customer located outside of the Territory.
   4. The Licensee may not sublicense any of its rights to do the Licensed Activities or otherwise under this Licence to any other person.

1. Duration

   This Licence will commence and will be classed as active either on the Effective Date of manual signature between both parties or, electronic means of consent and/or the start date of or continuation of trading conduct and practice of this licence agreement without written signature including use and practise of VapeHQ's IP, the Trademark. this Licence Agreement and, Licence Agreement Operating Manual signifying their acceptance of the terms of this agreement. Once the licence agreement has been activated by one of the methods above between parties this will continue for Three (3) Years rolling period each time a licensee has agreed to the new release version unless terminated earlier:

   1. by either Party on giving not less than three months written notice to the other for termination; or
   2. Failing to agree to the latest version release of this licence agreement will terminate the existing licence agreement set automatically.
2. Licensee's Obligations
   1. In consideration of the Licensor granting the licence to the Licensee under clause 2 (Licence), the Licensee shall
      1. order the Products solely from the Licensor and not without the prior consent of the Licensor offer any other products for the sale other than those purchased exclusively from the Licensor;
      2. comply with ordering, invoicing and accounting procedures as required by the Licensor;
      3. maintain sufficient stocks to meet all demand from customers of the Licensee;
      4. not licence any other person to operate the Licensee's business using the Trade Mark name.
      5. supply the Licensor with any information relating to the Licensee's Business in a form and at any times as the Licensor may from time to time reasonably require;
      6. attach any notices that the Licensor requires to stationery, products and packaging;
      7. use only signs and packaging in connection with the Licensee's business as have been approved by the Licensor;
      8. ensure that all employees are trained to a suitable level to work in the Licensee's business;
      9. employ sufficient number and quality of employees to fulfil its obligations under this agreement and as required by the Manual;
      10. promote and advertise the Licensee's Business in the Territory in accordance with the Manual and the Licensor's instructions using any materials supplied by the Licensor and co-operate with the Licensor in relation to any special promotion or advertising campaign as the Licensor may require.
      11. Maintain proper records of all sales of the Products and submit to the Licensor a statement of them within 7 days of the Licensor's request;
      12. keep and maintain complete and accurate accounts and records relating to the Licensee's business;
      13. take out and maintain an all-risk insurance policy or policies with a reputable insurance company (or companies) with such amount of cover as the Licensor may, in its absolute discretion, specify in the Manual.

1. Use of Trade Marks
   1. The Licensee shall ensure that:
      1. the Trade Marks are used only on or in relation to Products;
      2. the Trade Marks are displayed on Products and in marketing or promotional materials in a form approved by the Licensor, such approval not to be unreasonably withheld or delayed; and
      3. it is clear on the Products and their packaging that the Trade Marks are registered trade marks of the Licensor and that the Products are made under licence from the Licensor.
   2. No name or trade mark other than the Trade Marks will be used on or in relation to Products without the Licensor's prior written consent.
   3. The Licensee has no title to or right in the Trade Marks except as granted under this Licence. All use of the Trade Marks will be for the benefit of the Licensor, and the goodwill generated by the Licensee's operations under this Licence (but no other goodwill) will be held in trust by the Licensee for the Licensor. The Licensee shall, on request, assign such goodwill to the Licensor.
2. Infringement
   1. The Licensee shall promptly notify the Licensor of any infringement or threatened infringement of the Trade Marks of which the Licensee becomes aware.
   2. It shall be in the Licensor's sole discretion as to any action (if any) to be taken in relation to any matter involving the Trade Marks.
   3. The Licensor shall not be obliged to defend or bring any proceedings involving the Trade Marks, and the Licensee shall not be entitled to bring an action for infringement under section 30 of the Trade Marks Act 1994 without the express written agreement of the Licensor.
   4. If the Licensor requests, the Licensee will fully cooperate with the Licensor in any action, claim or proceedings brought or threatened involving the Trade Marks.
3. Licensor's warranties and obligations
   1. The Licensor warrants to Licensee that:
      1. the Licensor is the sole registered proprietor of the Trade Mark and has power to enter into this Licence;
      2. so far as the Licensor is aware the use of the Trade Mark in relation to the Products in the Territory in accordance with this Licence does not infringe the rights of any third party;
      3. the Licensor shall maintain the registrations of the Trade Marks; and
      4. (except as set out in The Schedule (Trade Mark) that the Licensor has not granted or assigned any rights in any Trade Mark to any third party in the Territory.
      5. if ownership of VapeHQ Limited is transferred or sold, that this valid licence agreement between the Licensor and Licensee will be part of, included within, the sale or transfer within of which, will continue to be valid as set out in this licence agreement for the duration time between parties. The current Licensor will also include within the sale or transfer that the new owner must offer a Renewal of this licence agreement at it's expired time or, an updated licence agreement to its existing licensee's recorded at the time, both as a mandatory option that will be included within the sale or transfer of ownership of the current Licensor to the new owner, the new Licensor.

1. Licensee's warranties and obligations
   1. The Licensee shall:
      1. not do or allow anything which would or might prejudice any Trade Mark;
      2. not do or allow anything suggesting that it has any title or interest in the Trade Marks other than under this Licence;
      3. supply such information in relation to its use of the Trade Marks or otherwise relating to this Licence as the Licensor may reasonably require; and
      4. afford the Licensor any assistance reasonably required by the Licensor in maintaining the registrations of the Trade Marks or in prosecuting any application for a similar mark;
      5. at all times use all-reasonable endeavours to promote and sell the Products.
   2. The Licensee warrants that the sale of the Products in the Territory will comply with all relevant laws and regulations and will not infringe the statutory or common law rights of any third party.
2. Indemnities
   1. The Licensee shall indemnify the Licensor against all loss, damages and costs incurred by the Licensor, arising from breach by the Licensee of clauses 4,5,6 and 8 including any damages or other amounts paid in compromise or settlement of any such action, claim or proceeding brought against the Licensor as a consequence of any such breach, and at the Licensor's request, and at the Licensee's expense, the Licensee shall provide assistance to enable the Licensor to resist any action claim or proceeding brought against the Licensor as a consequence of any such breach, provided that the final decision in relation to any matter affecting any Trade Marks will be that of the Licensor.
3. Registration of Licence The Licensor and the Licensee shall cooperate:
   1. at the Licensee's request and expense, in recording the Licensee as a licensee of the Trade Marks on the Register of Trade Marks; and
   2. at the Licensor's request and expense, in cancelling such recording on termination of this Licence for any reason.
4. Force Majeure
   1. A Party will not be liable if delayed in or prevented from performing its obligations under this Licence due to Force Majeure, provided that it promptly notifies the other of the Force Majeure event and its expected duration, and uses reasonable endeavours to minimise the effects of that event.
   2. If, due to Force Majeure, a Party is unable to perform a material obligation, or is delayed in or prevented from performing its obligations for a continuous period of more than 90 days, the other Party may, within a further 10 days terminate this Licence on notice, otherwise this Licence shall continue in full force and effect.

1. Confidentiality
   1. Neither Party will, without the other's prior written consent, disclose (other than under subclause 12.3):
      1. the terms of this Licence;
      2. any information relating to the customers, products, plans or otherwise to the business or affairs of the other Party which is obviously confidential or has been identified by the other Party as such;
      3. the Technical Information, to the extent that this is confidential; or
      4. any information developed by either Party in performing its obligations under, or otherwise pursuant to this Licence, together Confidential Information.
   2. Neither Party will use the other's Confidential Information except as required to perform this Licence.
   3. Disclosure of Confidential Information may be made to a Party's officers, employees, professional advisers and consultants and other agents, in each case on condition that the Party disclosing is responsible for compliance with the obligations of confidence under this Licence.
   4. Confidential Information does not include information which:
      1. is or becomes public other than by breach of this Licence;
      2. was before this Licence, or becomes known to the other Party without breach of confidence;
      3. is independently developed by the other Party without using information supplied by the first Party; or
      4. is required to be disclosed by law or regulatory authority.
   5. The obligations under this clause shall survive the variation, expiry or termination of this Licence for a period of five years thereafter.
2. Termination Process
   1. Either Party may, without prejudice to its other rights and remedies, by notice in writing to the other Party immediately terminate this Licence:
      1. if the other is in material or persistent breach of any of its obligations under this Licence and if that breach is capable of remedy and the other has failed to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach;
      2. if the other is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction;
      3. undergoes a change of ownership or control;
      4. the other ceases or threatens to cease to carry on business in the UK;
      5. pursuant to clause 11 (Force Majeure).

1. 1. On termination for any reason:
      1. The Licensor will be offered first refusal of transfer or sale of the territory including but not limited to property lease or other agreement that the Licensee has traded under the brand name of VapeHQ due to the GoodWill generated against the Licensor's Trademark and IP and Licensors customer base.
      2. all rights granted to the Licensee under this Licence will cease and the Licensee shall stop using the Trade Marks;
      3. the Licensee shall stop selling Products;
      4. each Party will return or (at the other's request) destroy all Confidential Information and other property of the other then in its possession or control, and certify in writing that this has been done;
      5. the Licensee shall not, for a period of twelve months from termination, be concerned or interested, directly or indirectly, in the sale, supply or promotion in the Territory of goods competing with the Products within a 3 mile radius of the Territory.

1. General
   1. Variation No amendment or variation of this Licence will be valid unless agreed in writing or by electronic means from an authorised signatory of each Party. Continuing to trade under this license agreement when an update has been served from the Licensor to Licensee will be classed has valid active and in service, unless, the receive recorded paper format as be returned to sender, which mean that the Licence Agreement update has been rejected, thus termination the existing Agreement.
   2. Notices Notices under this Licence shall be in writing and sent to a Party's address as set out on the first page of this Licence. Notices may be given, and will be deemed received:
      1. by first-class post: two Business Days after posting;
      2. by hand: on delivery;
   3. Assignment and subcontracting The Licensee may not assign its rights or obligations under this Licence without the Licensor's prior written consent.
   4. Entire agreement This Licence contains the whole agreement between the parties relating to its subject matter and supersedes any prior agreements, representations or understandings between them unless expressly incorporated by reference in this Licence. Each Party acknowledges that it has not relied on, and shall have no remedy in respect of, any representation (whether innocent or negligent) made but not expressly embodied in this Licence. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
   5. Rights of third parties For the purposes of the Contracts (Rights of Third Parties) Act 1999, this Licence is not intended to and does not give any person who is not a Party to it any right to enforce any of its provisions. However, this does not affect any right or remedy of such a person that exists or is available apart from that Act.

1. 1. Severability The unenforceability of any part of this Licence will not affect the enforceability of any other part.
   2. Waiver No delay, act or omission by either Party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
   3. Set-off All payments under this Licence will be made without set-off or counterclaim, free and clear of and without deduction of any taxes, levies, duties, charges and withholdings of any kind now or in future imposed in any jurisdiction.
   4. Survival Provisions which by their terms or intent are to survive termination of this Licence will do so.
   5. Further assurance The Parties will do all further acts and execute all further documents necessary to give effect to this Licence.
   6. Succession This Licence will bind and benefit each Party's successors and personal representatives.
   7. Governing law and jurisdiction
      1. This Licence and any dispute or claim arising out of or in connection with it or its subject matter is governed by and shall be construed in accordance with the laws of England and Wales.
      2. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any disputes and claims which may arise out of, or in connection with, this Licence.

The TRADE MARKS

1. Registered marks

   Description of mark	Registration number and date of registration	Territory in which registration is effective	List of goods and services (including claim number)
   VAPEHQ	EU013857065 26/03/2015	European Union	Category 34 being flavourings for use in electronic cigarettes, personal vapourisers and electronic cigarettes
   House of Liquid	EU11976735 09/12/2013	European Union	Category 34, 5, 9.

2. Products Vaping Devices, E-Liquids and Accessories
3. Licences granted to third parties in the Territory

   Relevant Trade Marks	Nature of security/encumbrance/ transaction (eg charge, assignment, licence)	Details of security/encumbrance/ transaction (eg date of charge, parties to and terms of licence)
   VapeHQ	EU13857065 European Union	26/03/2015
   House of liquid	EU11976735 European Union	09/12/2013