AGREEMENT
`
`AGREEMENT made this December 3J_'_, 2012 by and among GUTMAN GROUP, with a
`principal place of business at Avenue M, Brooklyn, N.Y. 11230 (hereinafter referred to as
`"Gutman”) and JOSHUA SORIAS, an individual residing at 1421 East 2"‘ Street, Brooklyn, NY
`11230 (hereinafier referred to as “Sorias”).
`
`in the business of manufacturing and selling cell phone
`is
`WHEREAS, Sorias
`accessories, namely those described in the Patent Application (“Product”); and
`
`WHEREAS, Sorias has rights to a U.S. Patent Application number 13/348,066 (“Patent
`Application”); and
`
`WHEREAS, Gutman procured investment capital for the for the development of the
`product in exchange for the exclusive rights to manufacture the Sorias product; and
`
`NOW, THEREFORE, in consideration of the terms and conditions hereinafier set forth,
`the parties hereto agree as follows;
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`ARTICLE I
`
`Terms and Conditions of Partnership
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`In exchange for considerations stated and unstated herein, Sorias shall grant exclusive
`1.01
`rights to manufacture and distribute the Sorias product, to Zilicon Accessories LLC or its
`designee. Sorias shall take all the necessary steps required to complete and maintain the Sorias
`Patents by the Patent and Trademark Ofiice to fully effectuate the Patent.
`
`The parties will execute the ‘Zilicon Operating Agreements as soon as practical after
`1.02
`signing hereto. The Operating Agreements will memorialize the ownership of Zilicon as follows:
`
`Redacted
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`The Parties shall manage the Companies jointly as managing members as detemtined by
`1.03
`the Zilicon Operating Agreements.
`
`Parties agree to use their best efforts in the development. production, marketing, and sale
`1.04
`of the Product jointly.
`~
`-
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`ARTICLE II
`
`Miscellaneous
`
`Indemnification of Attorneys Fees. Should any party materially breach this agreement,
`2.1
`the non-breaching party shall be indemnified by the breaching party for its reasonable attorneys
`
`I
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`Sorias EX 2083 Pg.001
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`Sorias EX 2083 Pg.001
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`fees and out-of-pocket costs which in any way relate to, or were precipitated by, the breach of
`this agreement.
`
`including the attachments mentioned in the body as
`Integration. This Agreement,
`2.2
`incorporated by reference, sets forth the entire agreement between the Parties with regard to the
`subject matter hereof. All prior agreements, representations and wart'anties, express or implied,
`oral or written, with respect
`to the subject matter hereof, are hereby superseded by this
`agreement. This is an integrated agreement.
`
`Severability. In the event any provision of this Agreement is deemed to be void, invalid,
`2.3
`or unenforceable, that provision shall be severed from the remainder of this Agreement so as not
`to cause the invalidity or unenforceability of the remainder of this Agreement. All remaining
`provisions of this Agreement shall then continue in full force and effect. If any provision shall be
`deemed invalid due to its scope or breadth, such provision shall be deemed valid to the extent of
`the scope and breadth permitted by law.
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`2.4 Modification. Except as otherwise provided in this document, this agreement may be
`modified, superseded, or voided only upon the written and signed agreement of the Company
`and Investor. Further, the physical destruction or loss of this document shall not be construed as
`a modification or termination of the agreement contained herein.
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`Exclusive Jurisdiction for Suit in Case of Breach. The Parties, by entering into this
`2.5
`agreement, submit to
`in State of New York for adjudication of any disputes and/or
`claims between the parties under this agreement. Furthermore, the parties hereby agree that the
`courts of State of New York shall have exclusive jurisdiction over any disputes between the
`parties relative to this agreement, whether said disputes sounds in contract, tort, or other areas of
`the law.
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`State Law. This Agreement shall be interpreted under, and governed by, the laws of the
`2.6
`state of New York, notwithstanding any choice of law rules.
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`Confidentiality. Information contained herein shall be held in srna confidence. Any
`2.7
`violation thereof shall be a material breach herein.
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`IN WITNESS WHEREOF, the parties have executed this Agreement as of the date signed
`below:
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`i /2,2./,2 0/2
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`JOSHUA SORIAS
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`Sorias EX 2083 Pg.002
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`Sorias EX 2083 Pg.002