• Author / Uploaded
• Devansh Garg

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EXCLUSIVE PRODUCT LICENSE AGREEMENT This agreement (“Agreement”) is made this 27th day of August, 2010, (the Effective Date”) by and between _______________________ (hereinafter called “____”) having a business address of __________________________ and ____________________________ having a business address of ____________________________. WHEREAS, __________ desires to acquire from __________ certain exclusive distribution rights and the right to manufacture or have manufactured and sell the Products into the defined territory in accordance with the terms and conditions hereof, NOW, THEREFORE, it is mutually agreed as follows: 1.

Rights Granted & Support A. Distribution. __________ hereby app__________nts __________ as exclusive distributor of the Products throughout the United States (the “Territory”). During the term of this Agreement, __________ agrees not to app__________nt any other such distributors in the Territory, and further undertakes to promptly refer to __________ any leads concerning prospective customers of the Products located in the Territory which, directly or indirectly, comes to the attention of __________. B. Manufacturing. __________ is granted the right to have the Products manufactured and supplied to __________ from any source __________ in its sole discretion chooses. C. Trademarks. __________ is granted the right to use the trademark _______________and URL “________________with the advertising, packaging, distribution and sale of the Products. D. Branding. __________ is granted the rights to use all images, sell sheets, advertising materials, pricing sheets, sales trackers, and the like created by __________ for the flipside brand.

2.

Term and Termination A. This Agreement shall remain in force for so long as __________ meets the minimum royalty payments set forth in Section 4 and __________ is not in breach of any conditions that have not been cured. B. This Agreement may be terminated in the event of the following: 1

(1) Immediately upon a judicial determination of insolvency or bankruptcy of the other party; or (2) Upon failure of the other party to comply with any of the provisions of this Agreement, provided the aggrieved party has served upon the other party at least (30) days' prior notice of such noncompliance and the failure of the noncompliant party to cure such noncompliance. C. In the event of termination, __________ will not be relieved of any legitimate obligations for unpaid balances owed __________ prior to termination or expiration. D. Upon termination of this Agreement for any reason, __________ will have the right to elect to purchase from __________ any and all of __________’s existing inventory of new and unused Products. The purchase price to __________ for new and unused Products will be the net price paid by __________, including any freight and import duties. 3.

Performance by __________ __________ agrees to devote a reasonable effort to promote the sale of the Products in the Territory. Without limiting the generality of the foreg__________ng, __________ agrees A. To promote the sale of the Product through such advertising media as __________ determines in its sole discretion. B. If applicable to place orders with suppliers of the Product to meet sales of the Product. C. To provide sales fulfillment personnel to support the sales and fulfillment of the Products sold. D. To pay the minimum royalties for the sale of the Products as set forth in Section 4 in order to maintain the exclusivity of its rights granted herein. E. That all goods sold by __________ in connection with the “______________” trademark and all related advertising, promotional, and other related uses of the “__________” trademark by __________ shall conform to the current standards used by __________ for similar products. __________ agrees that such current standards and advertising materials meet __________’s quality standards. __________ shall have the right to inspect samples of products and packaging to ensure that they meet the standards and quality which have been agreed to by the parties. 2

F. __________ agrees to label all products and packaging with such patent markings as are permitted or required under the U.S. patent laws and specify that the “_________________” 4. Annual Royalties A. As a result of sales, the guaranteed minimum cash royalties to be paid to __________ under this contract are as follows: During the first six (6) calendar months following the Effective Date

$0.00

During the next 12 calendar months

$30,000.00 USD

During the next 12 calendar months

$30,000.00 USD

5. Distribution Fee Total Distribution Fee (paid at signing)

$15,000.00 USD

6. Royalty Rates A. __________ shall pay to __________ royalties in the amount of eight percent (8%) of the Net Sales Revenue of the Products. Net Sales Revenue shall mean any and all actual cash collections from any and all sales of Products including BUT not limited to sales on television, sales on the world wide web or the Internet, sales by credit card syndication, sales by print advertising, sales to brick and mortar retailers (drug, mass market, or independent retailers), sales to television shopping channels such as QVC or HSN, sales to third party distributors at wholesale for resale, less advertised shipping and handling charges incurred, returns, charge backs, credits and allowances, bad checks, C.O.D. rejections, mark downs and applicable sales taxes attributable to the sales of the Product.

B. Accounting: Within thirty (30) days following the end of each quarterly period ending three (3) months, six (6) months, nine (9) months, and twelve (12) months after the Effective Date or any anniversary date of the Effective Date, respectively, during the Term, __________ shall provide __________ with a written statement of __________’s Net Sales during such quarterly period showing the number of each Product sold and a calculation of the royalty due based thereon. Within thirty (30) days after any expiration or termination of this Agreement, __________ shall provide __________ a statement for the last whole or partial quarterly period during the Term. Each such statement shall be accompanied by the remittance to __________ of the royalties shown to be due thereby. 3

2. Upon one (1) business day notice to __________, __________, at its expense, shall have the right at any time during regular business hours, not more frequently than once annually, to have a qualified accountant selected by __________ audit the records of __________ to the extent necessary to verify __________’s statements and payments of royalties. Such records shall be made available to __________'s accountant at __________’s office located at the address stated herein. 3. If, as a result of such audit, __________'s accountant determines that the amount of royalties due was greater than the amount reported by __________ in a quarterly statement furnished pursuant to Section 5 B 1, __________ shall promptly furnish to __________ a copy of the report of its accountant setting forth the amount of the deficiency showing, in reasonable detail, the basis upon which such deficiency was determined. If __________ agrees with the report, __________ shall promptly remit to __________ a sum equal to such deficiency so claimed, together with interest thereon at the rate of seven percent (7%) per annum from the date such royalty was due until the date of such remittance. In addition, if the audit reveals the underpayment by more than ten percent (10%) of the royalties in any quarterly period, __________ shall pay to __________ all associated costs of such audit. 7. Indemnification __________, at its expense, shall defend and indemnify, and save and hold __________ harmless from and against any and all liabilities, claims, causes of action, suits, damages, including without limitation, expenses, including reasonable attorneys' fees and expenses, for which __________ becomes liable, or may incur or be compelled to pay by reason of infringement of any intellectual property right.

8. Force Majeure Neither party shall be in default hereof by reason of its delay in the performance of or failure to perform any of its obligations hereunder, if such delay is caused by strikes, acts of God or the public enemy, riots, incendiaries, interference by civil or military authorities, compliance with governmental laws, rules, and regulations, including those relating to exchange restrictions or security, delays in transit or delivery, inability to secure necessary governmental priorities for material, or any failure beyond its control, or without its fault or negligence. 4

9. Disclaimer of Agency The parties hereto agree and stipulate that __________ is in no way to be construed as acting as an agent or representative of __________ in any dealings which __________ may have with any other person, firm, or corporation, and that __________ has no power to act for or to legally bind __________ in any such transaction or transactions. 10. Competitive Products __________ may produce commercials for any product. 11. Assignability This Agreement is assignable. __________ will collaborate with __________ prior to making any assignment. 12. Construction and Arbitration A. This Agreement will be construed, in all respects, according to the laws of the State of Ohio. B.

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by arbitration in accordance with the Licensing Agreement Arbitration Rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator(s) can be entered in any court having jurisdiction thereof.

C. This Agreement contains the entire understanding between the parties relating to the matters referred to herein and can be modified only by a written supplement duly executed by both parties. 13. Representations and Warranties All of the representations, warranties, covenants and agreements made herein by the parties are true and correct. The persons signing this Agreement have the authority to bind their respective legal entity. The parties hereby represent and warrant to each other that: (a) they are a company duly organized and validly existing under the laws of their respective state of incorporation or organization, and they have all requisite power and authority to execute, deliver and perform this Agreement and the transactions contemplated herein. 14. Notices 5

All notices required under this Agreement will be deemed given at the time when they are sent by prepaid postage, facsimile, overnight courier or email to the recipient, and should be deemed to have been given at the time when, in ordinary course of post, facsimile, overnight courier or email, they would have reached their destination. Until changed by written notice, the addresses of the parties for notices will be:

In witness whereof the parties have signed this Agreement effective the date set forth above. By:

By:

Date;_____________________

______ Date: _____________________

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