hopTo Inc. (Form: 8-K, Received: 12/12/2013 17:31:37)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): 12/11/2013

HOPTO INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 0-21683

Delaware		13-3899021
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

1901 S. Bascom Avenue

Suite 660

Campbell, CA 95008

(Address of principal executive offices, including zip code)

800-472-7466

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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:

[  ]   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))

Item 1.01. Entry into a Material Definitive Agreement

On December 11, 2013, hopTo Inc. (the "Company") entered into an Engagement Letter (the "Agreement"), with ipCreate, Inc. ("ipCreate"). John Cronin, Chairman and CEO of ipCreate, also serves on the Board of Directors of the Company; Michael Brochu, who also serves on the Board of Directors of the Company, provides consulting services to ipCreate for compensation. Pursuant to the Agreement, the Company has engaged ipCreate to assist the Company in the definition and execution of its intellectual property strategy. Pursuant to the Agreement, the Company will pay ipCreate $100,000 in total compensation.

The Agreement is effective as of December 11, 2013, and will end upon completion of certain tasks specified in the Agreement, mutual written consent, or after written notice and a reasonable opportunity to cure, material uncured breach.

The Agreement provides for customary confidentiality undertakings, limitations on ipCreate's total liability and indemnification provisions.

The Company believes the terms of the Agreement are fair and reasonable to the Company and are at least as favorable to the Company as those that could be obtained on an arms' length basis. A copy of the Agreement is attached hereto as Exhibit 1.01 and is incorporated herein by reference. The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

10.1 Engagement Letter, dated November 18, 2013

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		HOPTO INC.


Date: December 12, 2013	By:	/s/ Robert L. Dixon
		Robert L. Dixon
		Vice President of Finance, Secretary

EXHIBIT INDEX

Exhibit No.		Description
EX-10.1		Engagement Letter

1.	Detailed Work Plan

2.	Detailed Terms

a.	Create a framework for IP analysis, strategy development and communication

b.	Analyze the external patent environment and identify opportunities for IP creation

·	Draft a new analysis framework for the "mobile productivity" space.

·	Identify key competitors, potential partners or acquirers to analyze in the mobile productivity space.

·	Conduct patent searches to identify potentially relevant patents for these competitors in the analysis framework.

·	Map both hopTo's current patent filings, and the key competitor patents to the new analysis framework.

·	Analyze trends that emerge from the overlay of hopTo and key competitor patent mapping.

·	Assess the results of Part I to determine a set of action items required to achieve the IP goals.

·	Develop an IP strategy report that depicts the IP goals, the rationale for corresponding IP actions, and the invention and IP tactics required to execute on the IP actions.

2.	Timing & Delivery. Consultant and Company shall mutually agree upon a project schedule.

3.	Resources. Consultant will work in a close, collaborative manner with the Company to execute the Services. Because of the interactive nature of this work, the availability of the Company's management and key technical personnel will be critical to the completion of the project. The Company agrees to provide Consultant with all reasonable assistance and cooperation including, but not limited to, providing all information as may be

	reasonably necessary for Consultant to discharge its duties under this engagement letter and making the appropriate Company personnel available to enable Consultant to obtain such Company information.

	The Company understands that ipCreate will engage and manage the services provided by its affiliate companies (ipCapital Group, Inc. ("ipCapital") during this Proposed Transaction.

4.	Compensation. The fee for Services is $100,000 ("Contract Total"). Client agrees to pay Consultant $50,000 upon the execution of this engagement letter. Upon completion of Parts 1, 2 and 3, Client agrees to pay the remaining balance of $50,000 upon receipt of invoice, together with all reasonable out-of-pocket travel expenses. Client shall pay all charges and fees in U.S. Dollars.

5.	Late Payment/Interest. If payment in full is not received within 10 days from the invoice due date, as defined in mutually signed agreement(s), Company is subject to interest fees, along with reasonable costs of collection incurred by Consultant, including but not limited to, collection agency fees and reasonable attorney's fees (whether or not suit is brought to affect such collection). The interest fees will be calculated per day of actual delay, from the due date of invoice, and based on the maximum rate of interest or fee allowed by law.

6.	Confidential Nature. Consultant and Company agree that the terms and conditions of the Mutual Non-Disclosure Agreement executed by Consultant and Company simultaneously herewith ("NDA"), shall govern and control the manner in which Confidential Information (defined below) is protected. The term Confidential Information shall have the meaning set forth in the NDA. Consultant shall cause iP

	Capital Group and iP Licensing Company to be bound by such NDA. Consultant acknowledges Company shall be permitted to disclose the terms of, and file a copy of, this Agreement in an appropriate filing with the SEC, to the extent the Company determines it is required to do so under applicable law.

7.	Independent Contractor. The parties are and shall be independent contractors to one another, and nothing herein shall be deemed to cause these services to create an agency, partnership, or joint venture between the parties. Further, nothing in this engagement letter shall be interpreted or construed as creating or establishing the relationship of employer and employee between Company and either Consultant or any employee of Consultant.

8.	Warranty. The services are warranted to conform substantially to the services described in Section 1 entitled "Professional Services and Fees." As the exclusive remedy for any breach of this warranty, Consultant shall re-perform Services at no cost to Company necessary to remedy or avoid any condition that results in the services not performing as warranted above. This warranty is conditioned upon receipt by Consultant of Company's

WARRANTIES,		INCLUDING		IMPLIED		WARRANTIES		OF		TITLE,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9.	COMPANY AGREES THAT CONSULTANT'S AGGREGATE MONETARY LIABILITY FOR ALL CAUSES (REGARDLESS OF THE FORM OF ACTION) UNDER OR RELATING TO THIS AGREEMENT, WHETHER PRIOR OR

	SUBSEQUENT TO ITS EXECUTION OR TERMINATION, SHALL IN NO EVENT EXCEED THE TOTAL OF ALL AMOUNTS PAID TO CONSULTANT BY COMPANY FOR THE SERVICES GIVING RISE TO SUCH LIABILITY. COMPANY WILL INDEMNIFY AND HOLD HARMLESS CONSULTANT AND ITS PERSONNEL FROM ANY CLAIMS, LIABILITIES, COSTS, AND EXPENSES THAT ARISE, FOR ANY REASON, RELATED TO THE DELIVERY OF THE SERVICES PURSUANT TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, COSTS AND REASONABLE ATTORNEYS' FEES INCURRED IN CONNECTION WITH RESPONDING TO SUBPOENAS RELATED TO COMPANY AND/OR THE SERVICES; PROVIDED, NO INDEMNITY SHALL BE REQUIRED TO THE EXTENT THE CLAIMS, LIABILITIES, COSTS OR EXPENSES ARISE FROM CONSULTANT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

10.	Taxes. All charges for the sale or delivery of services purchased or licensed pursuant to this engagement letter, unless otherwise noted, are exclusive of applicable taxes.

	Excluding taxes on Consultant's income, Company agrees to pay any current or future applicable tax which Consultant may be required to pay or collect and which is imposed on the sale or delivery or services purchased or licensed in this engagement letter. Such taxes may include, but are not limited to, state and local privilege, excise, sales, services, withholding, and use. Company's obligation to pay taxes includes any interest. To the extent that Consultant has not collected and remitted any applicable tax for Company in reliance upon an erroneous representation of Company as to its tax status, Company's obligation to pay taxes shall include any penalties imposed by any taxing authorities.

11.	Governing Law . This engagement letter shall be construed in accordance with and governed for all purposes by the Uniform Trade Secrets Act and otherwise by the law of the State of New York, without regard to its principles regarding conflicts of law. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in New York City, NY, USA, before a single arbitrator. The arbitration shall be administered by

	JAMS ( www.jamsadr.com ) pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction.

12.	Document Retention Policy. Client acknowledges and agrees that, upon the conclusion of Consultant's provision of Services hereunder, Consultant shall destroy all documents and electronic media related to the Services, except for the final deliverable(s).

13.	Term; Entire Agreement . This engagement letter may only be terminated by mutual written consent or, after written notice and a reasonable opportunity to cure, material uncured breach. This engagement letter and the NDA reflect the entire agreement between Consultant and Company related to the Services described in this letter. It replaces and supersedes any previous proposals, correspondence, and understandings, whether written or oral. The agreements of Consultant and Company contained in this letter shall survive the completion of the Services or termination of this letter. In the event of any inconsistency between the NDA and this letter, the terms of the NDA will govern unless this letter specifically references a paragraph of the NDA and expressly states that such paragraph is intended to be amended by this engagement letter. Subject to the preceding sentence, any terms or conditions in this engagement letter which conflict with the NDA shall have no force or effect.