RARS Form 8-K for RARUS TECHNOLOGIES INC
9-May-2012
Entry into a Material Definitive Agreement
Item 1.01 Entry Into a Material Definitive Agreement
On May 8, 2012 (the "Effective Date"), Rarus Technologies Inc., a Nevada corporation (the "Company"), entered into a software property, technical information and trademark license agreement (the "License Agreement") with ThinkCorp AG, (the "Licensor") a copy of which is attached hereto as Exhibit 10.1.
Under the License Agreement, the Company has acquired software properties and software property applications is an Internet technology business concept called "Zngle". Zngle is a social media platform that allows members to make posts to specific zones including: family, friends, acquaintances, colleague, custom, dating, and community. It allows members to communicate with traditional SMS chat along with video mail, voice chat and video messaging, it also has a mobile app that utilizes the API system for zngle.com with an enhanced geo location feature coupled with augmented reality to create a interactive experience with local businesses.
The License Agreement provides the Company with the rights to technical information including all unpublished research and development information, the formulation of proprietary products, method, software inventions, know-how, trade secrets, and technical data that are needed to support the Zngle business concept, including a worldwide exclusive license to the "Zngle" trademark and all of its likenesses and to certain software, source code, technical information, trademarks, and domain names which were developed and/or owned by ThinkCorp AG including, but not limited to: zngle.net, zngle.com and zngle.ca (the "License"). The term of the License, to the extent of the ?Licensed Territory, is 500 years beginning from the Effective Date. In exchange for the License, the Company has agreed to make the following scheduled payments to ThinkCorp AG:
1.
Two Million US Dollars by May 8, 2013;
2.
Three Million US Dollars by May 8, 2014;
3.
Five Million US Dollars by May 8, 2015;
4.
Five Million US Dollars by May 8, 2016;
5.
Seven Million US Dollars by May 8, 2017
The total scheduled payments to be made by the Company to ThinkCorp AG due during the entire 60 month period is Twenty Two Million US Dollars ($22,000,000). Additionally, the Company has also agreed to pay ThinkCorp AG a five percent (5%) royalty on all net sales derived from the use of the software properties, technical information and trademarks within the agreed territory.
