UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): September 2, 2013
Commission File Number 000-54530
FOREX INTERNATIONAL TRADING CORP.
(Exact name of small business issuer as specified in its charter)
Nevada
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27-0603137
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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400 Continental Blvd. Suite 600, El Segundo, California 90245
(Address of principal executive offices)
888-426-4780
(Issuer’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
/_/ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
/_/ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
/_/ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
/_/ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On September 2, 2013, effective September 1, 2013, Forex International Trading Corp. (the “Company”) entered into an Evaluation License Agreement (the "Agreement") with Micrologic Design Automation, Inc. ("MDA"), pursuant to which MDA will temporarily license to the Company, on a non-exclusive and royalty-free basis, certain technology and related materials for any purpose related to evaluating NanoDRC, NanoRV and NanoLVS technology. The Agreement expires on November 1, 2013 and contains standard confidentiality terms. Upon expiration of the Agreement, the Company must return the licensed technology to MDA. In the event the Company breaches the confidentiality provision in the Agreement, the Company is required to issue 300 million shares of common stock and deliver the shares to MDA.
Item 9.01
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Financial Statements and Exhibits
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(c) Exhibits.
Exhibit
Number
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Description
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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FOREX INTERNATIONAL TRADING CORP.
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Date: September 4, 2013
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By:
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/s/ Erik Klinger
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El Segundo, California
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Name: Erik Klinger
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Title: CEO and CFO
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3
Exhibit 10.1
LICENSOR:
EVALUATION LICENSE AGREEMENT
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(“
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567
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Wilshire Blvd #1868
Los Angeles
,
CA 90036
L
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CENSEE
:
Forex
International Trading Corp (“
L
i
cense
e”)
400 Continental Blvd. Suite 600,
El Segundo, California 90245
Effective Date: Sep 1
,
2013
Evaluation Expiration: Nov 1
,
2013
Licensed Technology:
nanoDRC
,
nanoR
V
and
nanoLV
S
Licensor grants to Licensee a non-exclusive
,
royalty-free
,
temporary license to use certain technology and related materials (hereinafter referred to as "Licensed Technology") for any purpose related to evaluating the Licensed Technology internally. Upon expiration of this agreement, Licensor shall return all copies of the Licensed Technology
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to Licensee
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or certify their destruction
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All costs associated with said evaluating the Licensed Technology will be paid solely by Licensee.
2.
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C
O
NF
I
DENT
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A
L
I
TY
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During the course of this Agreement
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either party may have or may be provided access to the other’s proprietary items or confidential information (“Confidential Information”). Licensed Technology and any reports provided by Licensee to Licensor shall be considered Confidential Information. Each party agrees to maintain the confidentiality of the other’s Confidential Information in accordance with this provision and the separate Mutual Non-disclosure Agreement between the parties. At a minimum
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neither party shall disclose the other’s Confidential Information to any third party without the prior written approval of the other party
.
Neither party shall be liable for the disclosure of Confidential Information which is:
(a) is or has become in the public domain other than by a breach of this Agreement on the part of the receiving party; or
(b) is rightfully received from a third party without any obligation of confidentiality; or
(c) is in the possession of the receiving party at the time of receipt of such information from the disclosing party;or
(d) is independently developed by employees or contractors of the receiving party; or
(e) is generally made available to third parties by the disclosing party without restriction on disclosure
.
Licensor rights are secured via series of patents. To secure said confidentiality and as the temporary license being granted without a fee to Licensor, Licensee will deposit in escrow AS A SECURIRTY, with its council a commitment to issue to Licensor 300,000,000 common shares of Licensee’s common shares to be issued and outstanding if and when Licensee breach said confidentiality agreement.
Notwithstanding the terms in Licensee’s purchase order or any Licensor documentation, under no circumstances will this Agreement obligate Licensee in any way to buy, lease, or otherwise acquire any ownership interest in
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or pay for a license to use
,
the Licensed Technology
.
Neither Licensee nor Licensor shall be obligated to provide any compensation to the other based on this Agreement. Additionally
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Licensor assumes no obligation to provide products or information to Licensee for evaluation. Licensor shall have no obligation to provide support for the Licensed Technology
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or to develop a final version thereof or license any version thereof
.
4.
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O
W
NERSH
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P
OF
L
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CENSE
D
TECHNOLOGY
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Title to the Licensed Technology
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and any derivative works developed by
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under this Agreement shall remain with Licensor
.
5.
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NO
I
M
PL
I
E
D
L
I
CENSE
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Except as otherwise expressly stated in this Agreement, nothing herein shall be construed to grant either party any license
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by implication
,
estoppels
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or otherwise
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to any Intellectual property of the other
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including trademarks
,
copyrights
,
patents
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or trade secrets
.
6.
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TE
R
M
; /
GOVE
R
N
I
N
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LA
W
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This agreement shall be valid and in force from the effective date to evaluation expiration date and shall be construed and interpreted in accordance with the laws of California, USA
7.
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LIMITATION OF LIABILITY
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NEITHER PARTY OR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS, LICENSORS, SUPPLIERS, OR OTHER REPRESENTATIVES (“REPRESENTATIVES”) WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY OR ITS REPRESENTATIVES IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES AVAILABLE TO EITHER PARTY. IN NO EVENT WILL EITHER PARTY’S TOTAL, CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED $5,000.00.
The parties acknowledge that Mr. Mathew Brickus referred Licensor with Licensee. As such, if and when upon Licensee finalize its valuation with ANY KIND OF TRANSACTION where ANY CONSIDERATION will be exchanged between the parties a cash referral fee of 10% will be paid to the referral party.
This agreement constitutes the entire agreement between the parties and supersedes (a) all prior oral or written negotiations and agreements between the parties with respect to the subject matter hereof
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and (b) any other agreement associated with accessing the Licensed Technology (e.g., a click-through agreement presented in connection with the installation of software). No modification or amendment of this agreement shall be effective unless in writing signed by both parties.
IN WITNESS WHEREOF
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the parties hereto have executed this agreement by their duly authorized officers as of the day and year first above written.
L
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CENS
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R
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L
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CENSEE
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M
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Des
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Forex
International Trading, Corp.
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/s/Danny Rittman
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/s/Erik Klinger
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Dr. Danny Rittman, CTO
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Erik Klinger, CEO
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Printed Name
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Title
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Printed Name
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Title
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2