ROYALTY PAYMENT AGREEMENT
THIS Agreement is made and entered into as of June 18, 1992 by and between
XXXXXXX X. XXXXXXXXX (hereinafter called "Inventor"), and XXXXX X. XXXX and
R.E. "XXXXX" XXXXXXX (hereinafter called "XXXX AND XXXXXXX").
Inventor receives royalties under a Royalty Agreement dated April 9, 1988
by and between BOW-FLEX OF AMERICA, INC. ("Company") and XXXXXXX X. XXXXXXXXX
("Inventor"), attached hereto for reference as Exhibit "A". Further, Inventor
agrees that copy of this Agreement shall serve as notification and instruction
to Company to effect the changes in royalty payments agreed herein.
For and in valuable consideration of past and present services by Xxxx and
Xxxxxxx, Inventor agrees to split royalties received under that Agreement and
instruct BOW-FLEX OF AMERICA, INC. to make payment as follows:
Beginning with the calendar year 1993 and continuing until modified in
writing by the parties to this Agreement, or exercise of the Company's
Option to purchase the Royalty under the terms of Article III, Paragraph C
of the Royalty Agreement, the Company shall pay solely to Inventor the
first seventy thousand dollars ($70,000) of royalties on sales each year in
accordance with Article III, Paragraph B and C of the Royalty Agreement.
Inventor agrees and hereby instructs the Company to pay Royalties due and
payable to Inventor in accordance with Paragraph B and C of the Royalty
Agreement in excess of seventy thousand dollars ($70,000) each year as follows:
An amount equal to sixty percent (60%) of the excess shall be paid to
Inventor and, at the same time, an amount equal to forty percent (40%),
divided equally, shall be paid directly to Xxxx and Xxxxxxx.
THIS AGREEMENT sets forth and shall constitute the entire agreement between
the parties with respect to the subject matter thereof, and shall supersede any
and all other prior agreements, understandings, promises and representations
made by one party to the other concerning the subject matter hereof and the
terms applicable thereto. This Agreement may not be released, discharged,
supplemented, interpreted, amended, or
modified in any manner except by an instrument in writing signed by each of the
parties hereto.
It is the express intention of the parties hereto that this Agreement shall
be enforceable and binding upon all parties. The parties acknowledge that this
Agreement has not been prepared by legal counsel and, in the event
interpretation of legal counsel, or jurisdiction, should proclaim any portion of
this Agreement unenforceable or not binding upon the parties as intended, then
the parties agree to execute any modification or document necessary to enforce
the intent of this Agreement.
The parties hereto have set forth their signatures, witnessed by unrelated
parties on the dates as indicated.
PARTIES TO THE AGREEMENT: WITNESSES:
Executed this 22 day of June, 1992.
/s/ Xxxxxxx X. Xxxxxxxxx [ILLEGIBLE]
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Xxxxxxx X. Xxxxxxxxx
Executed this 18 day of June, 1992.
/s/ Xxxxx X. Xxxx /s/ E. Xxxx Wake
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Xxxxx X. Xxxx
Executed this 18 day of June, 1992.
/s/ R.E. "Xxxxx" Xxxxxxx /s/ E. Xxxx Wake
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R.E. "Xxxxx" Xxxxxxx
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