FIND Findex Com Inc (CE)

On August 26, 2019, Findex.com, Inc. (the “Company,” “we,” “us,” “our”) entered into an agreement with Caribbean Energy Solutions, LLC (“CES”), a Puerto Rico limited liability company engaged in the distribution of certain high performance coatings, to assign and sell to CES intellectual property owned by the Company, with certain rights, title and interest in and to the product and trade secret intellectual property known as “Infiniguard” (also known as “Infinigard”) (the “Subject IP”). CES is currently in the business of marketing and distributing the Infiniguard product exclusively for use in the field of Heating, Ventilation, Air Conditioning, and Refrigeration (the HVAC/R” or the “HVAC/R Market”). In exchange for the conveyance of this intellectual property, which was effective immediately upon execution of the agreement, the Company received a one-time cash payment in the amount of USD$200,000 and CES received (i) the exclusive worldwide production and distribution rights in and to the Subject IP in perpetuity for the HVAC/R Market, (ii) direct and full ownership rights to any derivative trade secret intellectual property independently developed by or on behalf of CES that constitutes a variation or extension of the existing trade secret intellectual property formulation embedded in and underlying the Subject IP (“Derivative Intellectual Property”), and (iii) unrestricted but non-exclusive rights to use either the trade secret intellectual property formulation embedded in and underlying the Subject IP and any Derivative Intellectual Property for any products markets throughout the world in addition to the HVAC/R Market.

The subject agreement, labeled an Intellectual Property Sale and Assignment Agreement, contains usual and customary provisions for agreements of this type, including certain material confidentiality and non-compete provisions.

Although there can be no assurance, it is expected by Company management that, at least for a period of no less than six (6) months following the date of this Agreement, and continuing for so long as the Company and CES mutually agree in good faith thereafter, the Company shall, at the request of CES, manufacture the Subject IP for CES pursuant to the applicable terms and conditions under an original distribution and license agreement dated June 6, 2018, which the Company and CES have been conducting business since then. There is no available estimate at this time as to projected unit count likely to be involved under any such arrangement, or projected gross revenue or margin to be realized by the Company in the event it materializes.

The foregoing description of the Intellectual Property Sale and Assignment Agreement does not purport to be complete and is qualified in its entirety by the Intellectual Property Sale and Assignment Agreement itself, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.66 and incorporated herein by reference.