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EXHIBIT 10.13
Forcelledo Marketing Group
ROLLERBALL SKATE AGREEMENT
between
FORCELLEDO MARKETING GROUP and "ROSSO"
1. The FORCELLEDO MARKETING GROUP ("FMG") shall have the exclusive worldwide
rights to all patents, trademarks, copyrights and other intellectual property
RIGHTS ("RIGHTS") associated with the design, manufacturing, marketing,
distribution, selling, third party licensing and assignment of the ROLLERBALL
SKATE PRODUCT. The RIGHTS shall be transferred by ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
ETTORB CARENINI,("ROSSO") to FMG, free of any liens, claims and encumbrances
pursuant to the execution of a Definitive Agreement.
2. In the Definitive Agreement, ROSSO shall provide warranties and
representations satisfactory to FMG and its counsel that ROSSO owns the RIGHTS
free and clear, and that there are no legal or business infringements,
restrictions, or conditions that could affect the status or integrity of the
RIGHTS or FMG's use of the RIGHTS.
3. FM shall determine the most efficient and profitable method of marketing the
ROLLERBALL SKATE PRODUCT. This could involve, without limitation, the
establishment of a new company to market the product; third party licensing
arrangements, agreements, and assignments; exclusive distribution agreements
with a major retailer or direct response marketing (Infomercials, etc.).
4. In consideration of the transfer of the RIGHTS to FMG as discussed in
paragraph one above ROSSO shall be paid a royalty of 2.5% on the EX-FACTORY
PRICE of the ROLLERBALL SKATE PRODUCT. This royalty shall be paid 40 days after
the close of each six month period following the commencement of production. The
royalty will be paid in U.S. dollars.
5. FMG shall have the RIGHTS to the ROLLERBALL SKATE PRODUCT in perpetuity (or
the maximum life of such RIGHTS including all extensions thereof).
6. Consistent with its Business Plan, FMG shall register the RIGHTS on a
worldwide basis. FMG shall pay all the legal and business expenses incurred to
register the RIGHTS. These expenses shall be deducted from future royalties paid
to ROSSO in accordance with the following procedure:
A. 100% of all legal and business expense associated with
the registration of the RIGHTS will be deducted from
royalties paid to ROSSO. However, the deductions will be
made over a period of time and will be based on the
total royalties paid to ROSSO.
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B. An example of this procedure is the following: If in YEAR I,
the Company incurs 50,000 in legal and business expense to
register the RIGHTS, 50% of the $150,000 or $75,000 will be
deducted from ROSSO'S royalties unless the royalties paid to
ROSSO are less than $150,000. If the royalties are less than
$150,000, no more than $50,000 will be deducted from the
royalties paid ROSSO;
C. The difference between what has been incurred by the company
in legal and business expense to register the RIGHTS and what
has been deducted from ROSSO'S royalties will be rolled over
into YEAR II for deduction within the guidelines of POINT B.
All deductions from royalties will continue to be rolled-over
until 100% of the legal and business expenses have been
deducted.
7. FMG will form a new company in which ROSSO shall have an initial equity
position in this company not to exceed two and one-half percent (2.5%) of the
total initial equity in the company and the details associated with the ROSSO
equity position will be defined in the Definitive Agreement.
8. FMG will form a new company, as described in paragraph 7. ▇▇▇▇▇▇ ▇▇▇▇▇ will
be engaged and reasonably compensated for his services to such company. ▇▇▇▇▇▇
▇▇▇▇▇ will be required to provide design, engineering and production assistance
to such company in the introductory states of the development of the product
line for market introduction. No compensation has been agreed to for these
services, but some general parameters on compensation were discussed by ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ in Torino, Italy, late February,
1992. At that time, Forcelledo agreed that ▇▇▇▇▇▇ ▇▇▇▇▇ would be given similar
compensation (salary) to what he is currently receiving (approximately $48,000'
U.S. dollars). The amount of salary compensation, commencement date of such
payments and the circumstances governing said compensation will be discussed and
defined at the time of the signing of the Definitive Agreement.
9. From and after the signing and execution of this agreement by ROSSO and until
the signing of the definitive agreement, ROSSO, and any associates of ROSSO will
not discuss this agreement, nor any other transaction contemplating the transfer
of the RIGHTS, with any third parties.
10. Upon execution by ROSSO of the Agreement, FMG shall commence preparation of
its detailed Business Plan and begin its expenditure of funds associated with
furtherance of that Business Plan. As a result of that activity, FMG and ROSSO
acknowledge and understand that they will be obligated to perform as provided in
this agreement and that this agreement shall be binding unless IRMG and ROSSO
fail to execute a Definitive Agreement.
11. Upon execution by ROSSO of the Agreement, FMG shall pay ROSSO
$1,500. Furthermore, if and when FMG is satisfied in its sole
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discretion with the examination of the documents provided to it by ROSSO,
evidencing the nature and ownership of the RIGHTS, then FMG shall pay ROSSO an
additional $3,500 in U.S. dollars in additional consideration for this
agreement. In addition, if and when FMG and ROSSO execute the Definitive
Agreement as described in Paragraph Two, then FMG shall pay an additional $5,000
in U.S. dollars for that agreement. Also, in the event FMG and ROSSO should
execute the Definitive Agreement, FMG shall provide reasonable transportation
and accommodations to Los Angeles for ▇▇▇▇▇▇ ▇▇▇▇▇.
12. This Agreement is being entered into and shall be construed in
accordance with the laws of the State of California.
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, President & CEO ▇▇▇▇▇▇ ▇▇▇▇▇*
FORCELLEDO MARKETING GROUP
*Note: By signing this agreement ▇▇▇▇▇▇ ▇▇▇▇▇ warrants, represents and
guarantees that he has the power of attorney from his two partners and is
authorized to sign for and represent his two partners, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, in all matters related to the signing of this Agreement and the
Definitive Agreement.
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FMG
FORCELLEDO MARKETING GROUP
ROLLBALL SKATE AGREEMENT
BETWEEN
FORCELLEDO MARKETING GROUP AND "ROSSO"
1. The FORCELLEDO MARKETING GROUP ("FMG") shall have the exclusive worldwide
rights to all patents, trademarks, copyrights and other intellectual property
RIGHTS ("RIGHTS") associated with the design, manufacturing, marketing,
distribution, selling, third party licensing and assignment of the ROLLBALL
SKATE PRODUCT. The RIGHTS shall be transferred by ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ("ROSSO") to FMG, free of any liens, claims and encumbrances
pursuant to the execution of a Definitive Agreement.
2. In the Definitive Agreement, ROSSO shall provide warranties and
representations satisfactory to FMG and its counsel that ROSSO owns the RIGHTS
free and clear, and that there are no legal or business infringements,
restrictions, or conditions that could affect the status or integrity of the
RIGHTS or FMG's use of the RIGHTS.
3. FMG shall determine the most efficient and profitable method of marketing
the ROLLBALL SKATE PRODUCT. This could involve, without limitation, the
establishment of a new company to market the product; third party licensing
arrangements, agreements, and assignments; exclusive distribution agreements
with a major retailer or direct response marketing (Infomercials, etc.).
4. In consideration of the transfer of the RIGHTS to FMG as discussed in
paragraph one above, ROSSO, shall be paid a royalty of 2.5% on the EX-FACTORY
PRICE of the ROLLBALL SKATE PRODUCT. This royalty shall be paid 40 days after
the close of each six month period following the commencement of production.
The royalty will be paid in U.S. dollars.
5. FMG shall have the RIGHTS to the ROLLBALL SKATE PRODUCT in perpetuity (or
the maximum life of such RIGHTS including all extensions thereof).
6. Consistent with its Business Plan, FMG shall register the RIGHTS on a
worldwide basis. FMG shall pay all the legal and business expenses incurred to
register the RIGHTS. These expenses shall be deducted from future royalties
paid to ROSSO in accordance with the following procedure:
A. 100% of all legal and business expense associated with the
registration of the RIGHTS will be deducted from royalties paid to
ROSSO. However, the deductions will be made over a period of time and
will be based on the total royalties paid to ROSSO.
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B. An example of this procedure is the following: If in YEAR I, the
Company incurs $150,000 in legal and business expense to register the
RIGHTS, 50% of the $150,000 or $75,000 will be deducted from ROSSO'S
royalties, unless the royalties paid to ROSSO are less than $15,000.
If the royalties are less than $150,000, no more than $50,000 will be
deducted from the royalties paid ROSSO;
C. The difference between what has been incurred by the company in legal
and business expense to register the RIGHTS and what has been deducted
from ROSSO'S royalties will be rolled over into YEAR II for deduction
within the guidelines of POINT B. All deductions from royalties will
continue to be rolled-over until 100% of the legal and business
expenses have been deducted.
7. FMG will form a new company in which ROSSO shall have an initial equity
position in this company not to exceed two and one-half percent (2.5%) of the
total initial equity in the company and the details associated with the ROSSO
equity position will be defined in the Definitive Agreement.
8. FMG will form a new company, as described in paragraph 7. ▇▇▇▇▇▇ ▇▇▇▇▇ will
be engaged and reasonably compensated for his services to such company. ▇▇▇▇▇▇
▇▇▇▇▇ will be required to provide design, engineering and production assistance
to such company in the introductory states of the development of the product
line for market introduction. No compensation has been agreed to for these
services, but some general parameters on compensation were discussed by ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ in Torino, Italy, late
February, 1992. At that time, Forcelledo agreed that ▇▇▇▇▇▇ ▇▇▇▇▇ would be
given similar compensation (salary) to what he is currently receiving
(approximately $48,000 U.S. dollars). The amount of salary compensation,
commencement date of such payments and the circumstances governing said
compensation will be discussed and defined at the time of the signing of the
Definitive Agreement.
9. From and after the signing and execution of this agreement by ROSSO and
until the signing of the definitive agreement, ROSSO, and any associates of
ROSSO will not discuss this agreement, nor any other transaction contemplating
the transfer of the RIGHTS, with any third parties.
10. Upon execution by ROSSO of the Agreement, FMG shall commence preparation of
its detailed Business Plan and begin its expenditure of funds associated with
furtherance of that Business Plan. As a result of that activity, FMG and ROSSO
acknowledge and understand that they will be obligated to perform as provided
in this agreement and that this agreement shall be binding unless FMG and ROSSO
fail to execute a Definitive Agreement.
11. Upon execution by ROSSO of the Agreement, FMG shall pay ROSSO $1,500.
Furthermore, if and when FMG is satisfied in its sole discretion with the
examination of the documents provided to it by ROSSO, evidencing the nature and
ownership of the RIGHTS, then FMG shall pay ROSSO an additional $3,500 in U.S.
dollars in additional consideration for this agreement.
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In addition, if and when FMG and ROSSO execute the Definitive Agreement as
described in Paragraph Two, then FMG shall pay an additional $5,000 in U.S.
dollars for that agreement. Also, in the event FMG and ROSSO should execute the
Definitive Agreement, FMG shall provide reasonable transportation and
accommodations to Los Angeles for ▇▇▇▇▇▇ ▇▇▇▇▇.
12. This Agreement is being entered into and shall be construed in accordance
with the laws of the State of California.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, President & CEO 8/6/92 /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ 8/6/92
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, President & CEO ▇▇▇▇▇▇ ▇▇▇▇▇*
FORCELLEDO MARKETING GROUP
*Note: By signing this agreement ▇▇▇▇▇▇ ▇▇▇▇▇ warrants, represents and
guarantees that he has the power of attorney from his two partners and is
authorized to sign for and represent his two partners, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in all matters related to the signing of this Agreement and
the Definitive Agreement.
