License Agreement
This
License Agreement (this “Agreement”) is made effective as of April 2, 2008,
between TW Sports, Inc. and Xxx Xxxxxxxx.
In the
Agreement, the Party who is granting the right to use the licensed property will
be referred to as “Xxxxxxxx”, and the party who is receiving the right to use
the license property will be referred to as “TW Sports”.
The
parties agree as follows:
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1.
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GRANT OF
LICENSE. Xxxxxxxx owns the trademark
WonderWand and the associated products there to. In
accordance with this Agreement, Xxxxxxxx grants TW Sports an exclusive
license to use the xxxx WonderWand and the products listed in Exhibit
X. Xxxxxxxx retains title and ownership of the
products. This grant of license applies to the world wide
geographical area.
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2.
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EXCLUSIVE RIGHT
FEE. In exchange for the exclusive rights to Wonderwand
and the products listed in Exhibit A, TW Sports agree to pay Xxxxxxxx
$100,000 in Common Stock of TW Sports at $.0015 per
share.
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3.
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PAYMENT OF
ROYALTY. TW Sports will pay to Xxxxxxxx a royalty which
shall be calculated as follows: 5% of the Net Royalty Income
(as defined below) from any and all products sold under the name
WonderWand and the products listed in Exhibit
A. Net Royalty Income shall be defined total sales
minus returns and shipping/handling). The royalty shall be paid
Quarterly.
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4.
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TERM. The Royalty
Payments shall be due to Stock beginning with the first bona fide
commercial sale of any Product in the Territory and may, at the discretion
of Licensee terminate on April 1,
2018.
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5.
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DEFAULTS. If TW Sports
fails to abide by the obligations of this Agreement, including the
obligation to make a royalty payment when due, Xxxxxxxx shall have the
option to cancel this Agreement by providing five (5) days written
notice. TW Sports shall have the option of preventing the
termination of this Agreement by taking corrective action that cures the
default, if such corrective action is taken prior to the end of the time
period stated above, and if there are no other defaults during such time
period.
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6.
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ARBITRATION. All
disputed under this Agreement that cannot be resolved by the parties shall
be submitted to arbitration under the rules and regulations of the
American Arbitration Association. Either party may invoke this
paragraph after providing 30 days written notice to the other
party. All cost shall be divided equally between the
parties. Any award may be enforced by a court of
law.
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7.
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WARRANTIES. Neither
party makes any warranties with respect to the use, sale or other transfer
of the xxxx WonderWand and the products listed in Exhibit A by the other
party or by any third party, and TW Sports accepts the products “AS
IS.” In no event will Xxxxxxxx, be liable for direct, indirect,
special, incidental, or consequential
damages.
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8.
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COPIES. A copy of this
agreement and attachment, if any, has the same effect as the
original.
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9.
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BREACH AND DISPUTES. Any
breaching Party shall have Thirty (30) Days from the date of notification
to cure such breach. Any dispute between the Parties to this Agreement
shall be resolved through binding arbitration, which shall be governed
under the rules and regulations of the American Arbitration
Association.
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10.
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FORUM, VENUE, and GOVERNING
LAW. This agreement shall be governed and interpreted under
Delaware law (without applying its conflict of law principles). Exclusive
venue for legal proceedings arising hereunder shall be in Xxxxx County,
Nevada.
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11.
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ENTIRE AGREEMENT. This
Agreement supersedes any prior understanding that may have been reached
between the Parties and encompasses the entire agreement between the
Parties. The terms of this Agreement are confidential and shall be
maintained by the Parties in accordance
thereby.
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12.
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MODIFICATION. This
Agreement cannot be modified except in writing executed mutually between
the Parties
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IN
WITNESS WHEREOF, the Parties have signed and executed this Agreement and
have caused this Agreement to becomes effective as of the Effective
Date last executed below.
TW
SPORTS,
INC. XXX
XXXXXXXX
By:/s/
Xxx
Xxxxxxxx By:
/s/ Xxx Xxxxxxxx
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Title:
Incorporator
