License
Agreement
This License Agreement (this "Agreement") is
made as of April 20, 2007, between George Foreman Ventures LLC
("Licensor"), on the one hand, and InStride Ventures, LLC
("Licensee" and together with Licensor, the "Parties"), on the
other hand.
Section
1.
Definitions .
1.1
The Property: The name, image,
signature, and likeness of the celebrity George Foreman (approved
as herein provided).
1.2
The Articles: Shoes and inserts
marketed to diabetics to treat and/or help relieve the
complications caused by diabetes.
1.3
The Territory: United States and
Canada.
1.4
Advertising Materials: Any artwork,
labeling, packaging, design, copy, text, and other promotional or
advertising material of any sort, utilizing the
Property.
1.5
Products: Articles manufactured and
sold utilizing the Property.
Section
2.
Grant and
Services .
2.1 Licensee hereby acknowledges that Licensor
entered into a Trademark License Agreement (the “Trademark
License Agreement”) dated April 2, 2007 with George Foreman
Productions, Inc. and George Foreman (collectively
“Foreman”) to use the Property in connection with the
manufacture, distribution, sale, advertising, promotion and other
exploitation of the Products throughout the Territory. Licensee
acknowledges and agrees that it shall have not have any greater
rights than those granted to Licensor under the Trademark License
Agreement.
2.2 Licensor hereby grants to Licensee the
non-exclusive license during the Term, to use the Property in
connection with the manufacture, distribution, sale, advertising,
promotion and other exploitation of the Products throughout the
Territory.
2.3 The term hereof shall be the period commencing
on the date hereof and continuing for ten (10) years thereafter.
Provided Licensor has received Five Million Dollars ($5,000,000) in
its share of Retained Revenues as provided in Section 3 below
during the initial ten (10) years, then Licensee shall have the
right to extend the term for ten (10) additional consecutive years.
The "Term" herein shall mean the initial ten (10) year period as
same may be extended.
Section
3.
Consideration .
3.1 In consideration of the license granted herein,
and provided Licensor is not in material breach hereof, Licensee
shall pay to Licensor sums equal to five percent (5%) of Licensee's
Retained Revenues derived from the sale of the Products
hereunder.
3.2 For the purposes of this Agreement, "Retained
Revenues" shall mean all monies actually received by Licensee from
the sales of the Products, less all of the following:
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(A)
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Shipping and
handling charges actually paid by Licensee, and all sales taxes,
use taxes, value added taxes, and any other non-income taxes
imposed upon sales;
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(B)
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refunds,
credits or other allowances and/or discounts on account of return
or rejection of goods or otherwise granted in the ordinary course
of business, as actually incurred and as reserved for
(“Returns”);
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(C)
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uncollectible
accounts due to credit card charge backs, bad checks or other
reasons an account is uncollectible, as actually incurred and as
reserved for (“Uncollectible Amounts”);
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(D)
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sales made at
or below Licensee’s cost of goods for purposes of liquidation
or closeout; and
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(E)
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all payments
made to retailers associated with employee sales
bonuses.
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3.3 The reserve
for Returns and Uncollectible Amounts shall initially be ten
percent (10%), and shall be adjusted (and liquidated, if
applicable) at the end of each calendar quarter to reflect actual
returns and uncollectible amounts.
3.4 Licensee
shall, within forty-five (45) days following the end of each
calendar quarter, starting with the quarter in which sales of the
Product commence, submit to Licensor an accounting statement
covering the sales of the Product during the preceding quarter, and
Licensee shall therewith transmit to Licensor payment of the amount
due under this paragraph. Licensee agrees to keep full and accurate
books of account respecting the sales of the Product hereunder.
Licensee further gives Licensor the right, at its own expense, to
examine said books and records on prior written notice of at least
fourteen (14) days, insofar as they concern the sale of the Product
hereunder and not more often than twice in any calendar year, for
the purpose of verifying the accounting statements for no more than
eight (8) accounting periods prior to such audit. Licensor may make
such examination for a particular statement only once, and only
within two (2) years after the date when Licensee sends Licensor
the accounting statement pursuant to this
