Promotion License Agreement
Exhibit
10.2
This
Promotion License Agreement (this "Agreement") is made as of September 6, 2006,
between KnowFat Franchise Company, Inc., a Delaware Corporation ("KnowFat")
and
Xxxxxx Xxxxxxx Ventures, LLC, a Delaware limited liability company ("GFVentures"
and together with KnowFat, the "Parties"). Terms not otherwise
defined herein shall have the meanings ascribed to them in the Services
Agreement (defined below).
WHEREAS,
concurrently herewith, the Parties have entered into a certain Services
Agreement (the "Services Agreement"), pursuant to which KnowFat agreed to issue
common stock and make certain payments to GFVentures in exchange for the license
granted and services to be performed under this Agreement;
WHEREAS,
GFVentures is the sole and exclusive owner of the right to use the name,
likeness and other publicity rights of Xxxxxx Xxxxxxx ("Celebrity") identified
more fully on Exhibit B attached hereto (the "Property") in connection
with the promotion of restaurants and retail stores;
WHEREAS,
GFVentures has the power and authority to grant to KnowFat the right, privilege
and license to use the Property in connection with the promotion of restaurants
operated by KnowFat and its franchisees (the "Restaurants") and the retail
stores operated by KnowFat and its franchisees located on the premises of the
Restaurants that sell nutritional products (the "Stores"); and
WHEREAS,
KnowFat desires to obtain from GFVentures a license (subject to the terms and
conditions hereof, including, without limitation, Section 1 below) to use the
Property in connection with the promotion of the Restaurants and the Stores
and
to manufacture and distribute promotional materials in connection with the
promotion of the Restaurants and the Stores.
NOW,
THEREFORE, in consideration of the Services Agreement and the foregoing premises
and for other good and valuable consideration, the receipt and sufficiency
of
which is hereby acknowledged, the Parties hereby agree as follows:
Section
1. Grant.
Subject
to the terms and conditions hereof, GFVentures hereby grants KnowFat the
world-wide non-exclusive license to use the Property during the Term in
connection with the promotion of the Restaurants and the
Stores. Notwithstanding any implication herein to the contrary,
KnowFat shall be prohibited from developing, selling or otherwise distributing
any products that utilize any element of the Property without the prior written
approval of GFVentures, which approval may be withheld by GFVentures in its
sole
discretion.
Section
2. Services.
2.1. GFVentures
shall cause Celebrity to perform the services outlined on Exhibit A (the
“Services”) during the Term
2.2. Celebrity
shall perform the Services at times and places reasonably convenient to
Celebrity. KnowFat acknowledges that Celebrity shall not be required
to perform services on any Saturday or Sunday, nor to perform services on any
Wednesday outside of Houston or that would conflict with Celebrity's community
and religious obligations on such day.
Section
3. Term
and Termination.
3.1. The
license granted pursuant to this Agreement will commence on the Closing Date
and
continue through the Term, unless sooner terminated pursuant to this Agreement
or the Services Agreement.
3.2. KnowFat
may terminate this Agreement after the Closing by giving written notice to
GFVentures in the event that GFVentures is in breach of any of its material
obligations under this Agreement or the Services Agreement and such breach
is
not cured within thirty (30) days following delivery by KnowFat to GFVentures
of
written notice of such breach.
3.3. Without
prejudice to any other rights or remedies available to GFVentures, GFVentures
may terminate this Agreement at any time after the Closing by giving written
notice to KnowFat in the event that KnowFat is in breach of any of its material
obligations under this Agreement or the Services Agreement and such breach
is
not cured (x) within five (5) days following delivery by GFVentures to KnowFat
of written notice of such a breach pertaining to KnowFat's payment or Share
issuance obligations under the Services Agreement or (y) within thirty (30)
days
following delivery by GFVentures to KnowFat of written notice of such a breach
pertaining to any of KnowFat’s other obligations hereunder or thereunder;
provided, however, that if KnowFat is in breach of (a) any of the approval
rights of GFVentures hereunder or (b) any of the provisions of Sections 4,
6, 8,
10 or 12 hereunder, GFVentures may terminate this Agreement immediately by
giving written notice to KnowFat (i.e., without the necessity of providing
any
opportunity to cure). Notwithstanding the foregoing, KnowFat shall
have a one-time only right to cure a breach of GFVentures's approval rights
(i.e., in which case clause (y) of the preceding sentence shall apply);
provided, however, that (i) such breach is capable of being cured and (ii)
neither GFVentures nor Celebrity has been materially affected by such
breach.
3.4. This
Agreement shall automatically terminate upon termination of the Services
Agreement for any reason.
3.5. Except
as otherwise specified in Section 3.6 hereof, upon the expiration of this
license or any extension thereof, or upon its sooner termination, KnowFat shall
immediately discontinue any and all use of the Property and shall within ten
(10) days following the termination of this Agreement or the end of the
Continuation Period (as defined below), as applicable, deliver to GFVentures
a
statement showing KnowFat's existing inventory of any materials bearing the
Property (including, without limitation, those in transit to
KnowFat). Thereupon, GFVentures agrees to discuss with KnowFat means
of disposing of such inventory; provided that if GFVentures and KnowFat do
not
mutually agree in writing on the means of disposal within sixty (60) days of
KnowFat's delivery of KnowFat's statement, KnowFat shall promptly destroy all
existing inventory of materials bearing the Property; and KnowFat shall, within
ten (10) days, furnish GFVentures with an affidavit of destruction with respect
thereto signed by an officer of KnowFat.
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3.6. Upon
the expiration of this Agreement or any extension thereof (but specifically
excluding any sooner termination of this Agreement), KnowFat shall have the
right, provided KnowFat has duly performed all of its obligations hereunder
and
under the Services Agreement, for a period of not more than ninety (90) days
thereafter (the "Continuation Period") to continue using any materials already
produced and in KnowFat's possession and control bearing Celebrity's name or
likeness, subject to KnowFat's continuing obligation to pay royalties
thereon.
Section
4.
Scope of Use.
Use
of
the Property by KnowFat will be limited to use in electronic media, and in
periodicals, newspapers, television, radio and cable broadcasting, the Internet,
printed catalogs and direct mail materials, all solely in connection with the
promotion of the Restaurants and the Stores, and all subject to the terms and
conditions hereof, including, without limitation, Section 10
hereof. KnowFat shall not use the Property as a component of the
Restaurants and/or the Stores themselves without GFVentures's prior written
approval, to be exercised in GFVentures's sole discretion.
Section
5. Photographs.
GFVentures
hereby acknowledges that it has reviewed, and has approved the photographs
of
Celebrity attached hereto as Exhibit C (the "Photographs") for KnowFat's use
hereunder consistent with the terms and conditions
hereof. Notwithstanding any implication herein or in the Services
Agreement to the contrary (including, without limitation, in the exhibits hereto
and thereto) KnowFat will not alter the Photographs or use any other
photographs, images, voices or likenesses of Celebrity without GFVentures's
prior written approval, to be exercised in GFVentures's sole
discretion.
Section
6. Warranty.
6.1. GFVentures
warrants and represents that it is the owner of and controls the right to use
the Property in connection with the promotion of restaurants and stores, that
it
has the right and power to grant the nonexclusive license granted herein, and
that there are no other agreements or commitments with any other party in
conflict herewith. GFVentures further warrants and represents that to
the best of its knowledge the Property does not infringe any valid right of
any
third party.
6.2. KnowFat
represents and warrants that it is fully authorized to enter into and perform
this Agreement without violating the legal or equitable rights of any third
party and that this Agreement has been duly and validly executed by KnowFat
and
constitutes a valid and binding obligation upon KnowFat enforceable against
KnowFat in accordance with its terms.
6.3. KnowFat
represents and warrants that it will not knowingly permit, do or commit any
act
or thing that would degrade, tarnish or deprecate Celebrity, Xxxxxx Xxxxxxx
Productions, Inc. ("GFPI") or GFVentures, or Celebrity's, GFPI's or GFVentures's
public image in society or standing in the community.
6.4. KnowFat
represents and warrants that any and all incidents, dialogue, characters,
actions, "gags," material, ideas, inventions, ad lib, and other literary,
dramatic and musical
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material
written, composed, submitted, added, improvised, interpolated and invented
and/or used by KnowFat pursuant to this Agreement shall be wholly original
and
shall not infringe upon or violate any copyright of or the right of privacy
or
any other rights of any person or entity and shall not constitute a libel or
slander of any person, firm or corporation.
6.5. KnowFat
represents and warrants that KnowFat will comply with all applicable laws,
regulations, orders, and ordinances in connection with the endeavors
contemplated in this Agreement or otherwise and the engagement of Celebrity's
services hereunder.
6.6. KnowFat
represents and warrants that neither KnowFat nor its franchisees, nor any of
their respective representatives, agents or employees will disclose to any
party
or utilize any confidential or proprietary information obtained hereunder
regarding GFVentures, GFPI or Celebrity.
Section
7. Indemnity.
7.1. KnowFat
hereby indemnifies and holds GFVentures, GFPI and Celebrity and their respective
parents, subsidiaries and affiliates, and the shareholders, officers, directors,
members, managers, employees and representatives of each (collectively,
"Licensor Indemnitees") forever harmless from and against any and all liability,
claims and causes of action, for personal injury or otherwise, arising from
KnowFat's activities hereunder or otherwise in connection with the Restaurants
or Stores or the use of the Property, including without limitation, their
manufacture or distribution, or from infringement of any patent, trademark,
copyright or other proprietary right (other than a cause of action relating
to
the Property) in connection with any materials created in connection with this
Agreement, from any defect whether related to design, workmanship or materials
or any other factor and whether or not such materials have been approved by
GFVentures, from any claim of a breach or alleged breach of any of KnowFat’s
representations, warranties and agreements hereunder, and from any other
activity related to the Restaurants and Stores and the promotion thereof as
herein contemplated which results in any Licensor Indemnitee being
sued. None of GFVentures, GFPI or Celebrity shall be liable for loss
of profits or consequential damages.
7.2. GFVentures
agrees to defend, indemnify and hold KnowFat, its officers, directors, agents
and employees, harmless against all liabilities, claims, causes of action,
costs, expenses and losses incurred through claims of third parties against
KnowFat arising out of GFVentures's breach of any representation or warranty
hereunder.
7.3. As
between KnowFat and GFVentures, GFVentures shall be accorded full control of
the
defense and/or settlement of any claims (including, without limitation, the
right to settle by agreeing that KnowFat will discontinue distribution of any
allegedly infringing items) and the right to designate counsel. For
the avoidance of doubt, the preceding sentence shall not apply to any claims
by
KnowFat against GFVentures and vice versa.
7.4. The
provisions of this section shall survive the expiration or termination of this
Agreement.
Section
8.
Promotion.
4
During
the Term, GFVentures shall have
the right to approve KnowFat's use of any spokesperson other than Celebrity
to
promote KnowFat's products or services. KnowFat represents and
covenants to GFVentures that none of the Restaurants, Stores, Franchises nor
any
other business operation of KnowFat currently involves or shall involve the
sale
or distribution of alcohol or tobacco products, firearms, political statements
or sexual content and that it will not use the Property in connection with
any
product containing, or in any other context involving, alcohol, tobacco,
firearms, political statements or sexual content.
Section
9. Maintenance
and Protection of the Property.
KnowFat
agrees to inform GFVentures of
any encroachment or infringement of the Property which comes to the attention
of
KnowFat. As between KnowFat and GFVentures, any litigation or other
action to police the Property and to xxxxx infringement shall be under the
complete control of GFVentures, and KnowFat agrees to cooperate in any such
litigation or action. As between KnowFat and GFVentures,
GFVentures may retain any money judgment or settlement in such action, without
obligation to KnowFat.
Section
10. Approvals.
10.1. All
advertising, sales and other promotional materials and any other matter
containing the Property prepared or otherwise to be used in connection with
this
Agreement (collectively "Other Materials") must be approved by GFVentures in
writing prior to their production and use (including, without limitation, the
manner in which the Property and the trademarks associated therewith, and other
elements licensed hereunder, may be presented). KnowFat shall submit
to GFVentures for GFVentures's review and written approval (a) all preliminary
and proposed final artwork and three-dimensional models which are to appear
on,
in or in connection with all Other Materials, (b) a preproduction sample of
all
Other Materials and (c) six (6) samples of all Other Materials from the first
production run of each supplier of Other Materials. GFVentures shall
have the right of approval over the general format of (e.g., appearance on
a
talk-show), principal people involved with (e.g., host of a talk-show) and
other
celebrities with whom Celebrity is to appear (but specifically excluding other
celebrities appearing at different times at the same event or on the same
program) in connection with each personal appearance required of Celebrity
pursuant to this Agreement. GFVentures shall endeavor to approve or
disapprove any submitted material or request within a reasonable period of
time;
provided that any submitted material shall, in each instance, be deemed
disapproved, unless within fifteen (15) days of GFVentures's receipt of such
submitted material, GFVentures notifies KnowFat to the contrary in
writing. If GFVentures has not approved or disapproved any submission
in writing within the aforementioned fifteen (15) day period, KnowFat shall
have
the right to resubmit such request to GFVentures. Approval or
disapproval shall, in each such instance, lie solely in GFVentures's
discretion. Any Other Materials not so approved in writing shall be
deemed unlicensed and shall not be manufactured and/or distributed and, unless
otherwise agreed to by GFVentures in writing, shall be destroyed.
10.2. Except
for the limited license specifically provided herein, it is agreed that
GFVentures is not transferring to KnowFat any right to or interest in any
copyright, trademark or service xxxx relating to the Property or to any elements
thereof or any other copyright, trademark, or service xxxx owned or controlled
by GFVentures or to any elements thereof. As
5
between
GFVentures and KnowFat, all rights not specifically granted to KnowFat hereunder
are reserved by GFVentures.
10.3. KnowFat
may not use all or any part of the Property (a) in any advertising or
promotional material which relate to any product or service other than the
Restaurants or the Stores or (b) in conjunction with any other name, character,
symbol or design not included in the Property other than the name of the
Restaurants or the Stores.
10.4. As
a condition to the right of public distribution granted to KnowFat hereunder,
all advertising, sales and promotional materials and any other matter containing
the Property shall bear such trademark or other notices of which GFVentures
may
notify KnowFat in writing. KnowFat will comply with GFVentures's
instructions as to form, location and content of the notice(s) as GFVentures
may
instruct from time to time.
10.5. KnowFat
represents and warrants that all advertising materials, promotional materials
and Other Materials shall comply with all applicable laws and
regulations. GFVentures's approval of the use or manner of use of any
proposed advertising materials, promotional materials or Other Material
hereunder shall not constitute an opinion as to the legal appropriateness or
adequacy of such use or manner of use, and in KnowFat's use of the advertising
materials, promotional materials and Other Materials it shall be KnowFat's
sole
responsibility to comply with all applicable laws and regulations.
10.6. KnowFat
represents and warrants that the Restaurants and Stores and the packaging,
promotion and advertising materials in connection with the promotions hereunder
shall be operated, manufactured, distributed and/or performed, as applicable,
in
compliance with all federal, state and local laws, regulations and industry
standards pertaining thereto (collectively, the "Laws, Regulations and
Standards"). KnowFat shall further provide in its agreements with all
of its franchisees that such franchisees will comply with all Laws, Regulations
and Standards. If pursuant to the terms hereof, any materials are
manufactured by a third party, then KnowFat shall provide in its agreement
with
such third party that such party will comply with all Laws, Regulations and
Standards.
10.7
GFVentures,
Celebrity and their respective employees, agents and representatives, including,
but not limited to, Xxxxxx Xxxxxxx, III and Xxxxxx Xxxxxxx, Xx. (collectively,
the "Inspecting Parties") shall have the right at any time to inspect one or
more of the Restaurants and Stores throughout the Territory for the purposes
of
inspecting for quality control (the "Restaurant Inspections") and KnowFat will
reimburse all expenses incurred by the Inspecting Parties in connection
therewith.
10.8. This
paragraph shall survive the expiration or termination of this
Agreement.
Section
11. Product
Liability and Errors and Omissions Insurance.
KnowFat
shall obtain and maintain at
KnowFat's expense, during the Term, and for three (3) years thereafter, general
liability, product liability and completed operations insurance naming
GFVentures, GFPI and Celebrity as insured parties (including their respective
parents, affiliates, subsidiaries, shareholders, directors, officers, members,
managers, employees, agents and representatives), from a qualified insurance
carrier approved in writing by GFVentures in the
6
amount
of
at least Ten Million Dollars ($10,000,000) for personal and bodily injury and
identical additional amounts for property damage. This policy shall
specify that it covers all Restaurants and Stores and materials manufactured
or
distributed hereunder and that it may not be modified or canceled by the
insurer, except after thirty (30) days' prior written notice by the insurer
to
GFVentures; if such cancellation takes place or the policy's coverage is
diminished in any way, GFVentures may terminate this Agreement. Prior
to operating or promoting any Restaurants or Stores hereunder or manufacturing
or distributing any materials hereunder, KnowFat shall provide GFVentures with
a
copy of such policy and a certificate of insurance naming GFVentures, GFPI
and
Celebrity and their respective parents, affiliates, subsidiaries, shareholders,
directors, officers, members, managers, employees, agents and representatives
as
insured parties as aforesaid. If any audio or audiovisual works
(e.g., television commercials) are produced hereunder using Celebrity or the
Property, then KnowFat shall obtain errors and omissions insurance in similar
amounts and with similar requirements as aforesaid. Compliance
herewith in no way limits KnowFat's obligations hereunder.
Section
12. Acknowledgments.
12.1. KnowFat
acknowledges that all rights and goodwill associated with the Property will
be
used by KnowFat or under its authority in the manner and pursuant to the terms
and conditions contained herein. KnowFat will make all solicitations
and sales solely in its own name.
12.2. It
is acknowledged that the rights and powers retained by GFVentures hereunder
are
necessary to protect the trademark and property rights of GFVentures and,
specifically, to conserve the goodwill and good name of Celebrity and the
Property, and therefore KnowFat agrees that it will not knowingly allow the
same
to become involved in matters which will or could detract from, or impugn the
public acceptance and popularity thereof, or impair their legal
status.
12.3 KnowFat
acknowledges that as between GFVentures and KnowFat, GFVentures is the owner
of
all right, title and interest in and to the Property and in all copyrights,
trademarks and other rights associated therewith, and in all artwork, copy,
literary text, advertising and promotional material of any sort which utilize
the foregoing (including all such materials developed by or under the authority
of KnowFat), and the goodwill pertaining to all of the foregoing; KnowFat hereby
assigns to GFVentures all right, title and interest including all copyrights,
and renewals and extensions of copyright, in and to any and all such materials
developed by or under the authority of KnowFat, and warrants that, following
the
Term, GFVentures will have the right to use and exploit and authorize the
exploitation of such materials in any manner as GFVentures elects without
obligation to KnowFat or any other entity whatsoever. For the
avoidance of doubt, the foregoing shall not be deemed to give GFVentures any
ownership right in the names or logos of KnowFat to the extent that such names
or logos do not contain any element of the Property.
Section
13. No
Assignment.
KnowFat
may not sublicense, assign, or encumber the rights granted to it hereunder
or
delegate its obligations hereunder, in whole or in part without GFVentures's
prior written consent
7
which
in
each such instance shall be at GFVentures's sole discretion. Any
sublicense, assignment or encumbrance in derogation of the foregoing shall
be
null and void. The requirement of consent shall also apply in the
case of total or partial sale or other alienation of a substantial portion
of
KnowFat's assets, stock or business.
Section
14. Expenses.
14.1. Except
as otherwise provided herein, each Party shall bear its own costs and expenses
(including legal and accounting fees and expenses) incurred in connection with
this Agreement and the transactions contemplated hereby.
14.2. All
out-of-pocket travel and other costs and expenses, including the cost of
transportation, lodging and meals, incurred by Celebrity and GFVentures and
the
Inspecting Parties in connection with Celebrity's appearances on behalf of
KnowFat and the Restaurant Inspections shall be reimbursed by KnowFat within
thirty (30) days of KnowFat's receipt of documentation, including receipts,
of
such costs and expenses. KnowFat acknowledges that, to the extent
Celebrity is required to travel more than 50 miles outside of Houston, Texas
in
connection with the performance of his services, Celebrity will be given a
roundtrip first class ticket and, if used, a companion ticket (by air, if
appropriate, and between Houston, Texas and the destination), exclusive
limousine ground transportation and five-star first class hotel (suite, if
available plus a separate room for Celebrity's companion)
accommodations. Notwithstanding the foregoing, Celebrity may elect to
arrange for alternate means of transportation in lieu of any air transportation
otherwise to be provided for by KnowFat pursuant to the preceding sentence,
for
which Celebrity shall be entitled to be reimbursed, for his actual alternative
transportation costs but in no event to exceed the costs of the first class
air
transportation offered by KnowFat.
Section
15. Agreement
binding on Successors.
The
provisions of this Agreement shall be binding upon and shall inure to the
benefit of the Parties hereto, their heirs, administrators, successors and
permitted assigns.
Section
16. Waiver,
Modification.
The
failure of any Party to exercise in any respect any right provided for herein
shall not be deemed a waiver of any right hereunder. This Agreement
may not be modified or altered except by written instrument duly executed by
all
Parties. If any term, clause or provision hereof is held invalid or
unenforceable by a court of competent jurisdiction, such invalidity shall not
affect the validity or operation of any other term, clause or provision and
such
invalid term, clause or provision shall be deemed to be severed from the
Agreement.
Section
17. No
joint venture.
Nothing
contained herein shall constitute this arrangement to be employment, a joint
venture or a partnership.
Section
18. Governing
Law.
8
This
Agreement and performance hereunder shall be governed by the laws of the State
of New York. Each party hereto hereby agree to meet and confer in
good faith to resolve any dispute or claim arising out of, or relating to,
this
Agreement during the Term through informal discussions between the parties
hereto. If the parties hereto are unable to resolve such dispute or
claim through such discussions, either party hereto may submit such dispute
or
claim to final and binding arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, to the extent such
rules are not inconsistent with this Agreement. Such arbitration
shall be conducted in the county of the principal office of the non-submitting
party. Any award rendered pursuant to such arbitrators shall be in
writing and final and binding upon the parties hereto, and judgment upon any
such award may be entered in any court having jurisdiction
thereof. The fees and expenses of such arbitration shall be borne
equally by the parties hereto. Each party hereto shall pay its own
fees and costs relating to any arbitration proceedings, including, but not
limited to, attorneys' fees.
Section
19. Notices.
All
notices, requests, demands and
other communications called for or contemplated hereunder shall be provided
as
directed in the Services Agreement. Without limitation of the
foregoing, copies of all notices to GFVentures shall simultaneously be sent
to
Franklin, Xxxxxxx, Xxxxxx & Xxxxxxxx, P.C., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX
00000, Facsimile Number (000) 000-0000, Attention: Xxxxxxx X. Xxxxxxx,
Esq.
Section
20. Entire
Agreement.
Each
Party acknowledges that it has read this Agreement and the Services Agreement,
understands them, and agrees to be bound by their terms and further agrees
that
they are the complete and exclusive statements of the agreement between the
Parties, and supersedes and merges all prior proposals, understandings and
all
other agreements, oral and written, between the Parties relating to the subject
matter of this Agreement and the Services Agreement.
Section
21. Miscellaneous.
In
resolving any dispute or construing any provision in this Agreement, there
shall
be no presumption made or inference drawn (a) because the attorneys for one
of
the parties drafted this Agreement, (b) because of the drafting history of
this
Agreement, or (c) because of the inclusion of a provision not contained in
a
prior draft or the deletion of a provision contained in a prior
draft. There are no representations, warranties or covenants by
GFVentures other than those set forth in this Agreement and the Services
Agreement. The headings of sections and other subdivisions of this
Agreement are for convenient reference only, and shall not be used in any way
to
govern, limit, modify or construe this Agreement or otherwise be given any
legal
effect. KnowFat’s
remedies shall be limited to the right, if any, to obtain damages at law in
the
event of a breach hereunder by GFVentures, and KnowFat shall not have the right
in such event to equitable relief or to enjoin or restrain the use and
exploitation of the Property or the services of Celebrity. It is
understood and agreed that in the event an act of government, war, fire, flood,
an Act of God or labor trouble, or any other similar or dissimilar reasons
beyond the control of a party to this Agreement prevents the performance by
such
party of the provisions of this
9
Agreement,
then such nonperformance shall not be considered a breach of this Agreement
and
such nonperformance shall be excused while the conditions described herein
prevail.
[signature
page to follow]
10
IN
WITNESS WHEREOF, the Parties have duly executed this License Agreement as of
the
date set forth above.
KNOWFAT
FRANCHISE COMPANY, INC.
By:__________________________________________
Name:________________________________________
Title: ________________________________________
XXXXXX
XXXXXXX VENTURES, LLC
By:___________________________________________
Name: ________________________________________
Title:__________________________________________
11
EXHIBIT
A
Services
Celebrity's
services may include the following; provided, however, that (a) in no event
will
Celebrity be required to perform more than three (3) days of services hereunder
during any twelve (12) month period of the Term, excluding travel time, and
any
days of services above and beyond this will be subject to Celebrity's prior
written approval in his sole discretion and (b) upon two (2) months' prior
written notice to GFVentures in each case, KnowFat may require a total of two
(2) additional days of services from Celebrity over the entire course of the
Term:
Year
One
A. Public
relations
|
|
•
|
Celebrity
and GFVentures shall promote KnowFat, KnowFat’s products and Celebrity’s
relationship with KnowFat in the media, including national talk
shows.
|
|
|
•
|
Celebrity
and GFVentures shall work with KnowFat’s public relations firm to xxxxxx
articles in national magazines promoting the relationship between
KnowFat
and Celebrity.
|
|
|
•
|
Celebrity
shall appear in targeted media promotions in various U.S. regions
for the
purpose of developing interest among potential
franchisees.
|
|
|
•
|
Celebrity
shall attend the largest industry trade show or the trade show of
KnowFat's choice and participate in promotional activities at such
trade
show on behalf of KnowFat.
|
B. In-store
|
|
•
|
Celebrity
and GFVentures may use the Xxxxxx Xxxxxxx name and image for in-store
marketing (i.e., cut-outs,
pictures).
|
|
|
•
|
Celebrity
shall visit stores and participate in promotional activities at stores
on
behalf of KnowFat.
|
Year
Two
A. Public
relations
|
|
•
|
Celebrity
and GFVentures shall promote KnowFat, KnowFat’s products and Celebrity’s
relationship with KnowFat in the media, including national talk
shows.
|
|
|
•
|
Celebrity
and GFVentures shall work with KnowFat’s public relations firm to xxxxxx
articles in national magazines promoting the relationship between
KnowFat
and Celebrity.
|
|
|
•
|
Celebrity
shall appear in targeted media promotions in various U.S. regions
for the
purpose of developing interest among potential
franchisees.
|
|
|
•
|
Celebrity
shall attend the largest industry trade show or the trade show of
KnowFat's choice and participate in promotional activities at such
trade
show on behalf of KnowFat.
|
B. In-store
|
|
•
|
Celebrity
and GFVentures may use the Xxxxxx Xxxxxxx name/image for in-store
marketing (i.e., cut-outs,
pictures).
|
|
|
•
|
Celebrity
shall visit stores and participate in promotional activities at stores
on
behalf of KnowFat.
|
12
C. Advertising
|
|
•
|
Subject
to the proviso at the beginning of this Exhibit A, Celebrity shall
make
himself available for two eight hour days of promotional activity
(including production of TV, radio or print media
advertising).
|
Year
Three
A. Public
relations
|
|
•
|
Celebrity
and GFVentures shall promote KnowFat, KnowFat’s products and Celebrity’s
relationship with KnowFat in the media, including national talk
shows.
|
|
|
•
|
Celebrity
shall appear in targeted media promotions in various U.S. regions
for the
purpose of developing interest among potential
franchisees.
|
B. In-store
|
|
•
|
Celebrity
and GFVentures may use the Xxxxxx Xxxxxxx name/image for in-store
marketing (i.e., cut-outs,
pictures).
|
|
|
•
|
Celebrity
shall visit stores and participate in promotional activities at stores
on
behalf of KnowFat.
|
C. Advertising
|
|
•
|
Subject
to the proviso at the beginning of this Exhibit A, Celebrity shall
make
himself available for two eight hour days of promotional activity
(including production of TV, radio or print media
advertising).
|
Year
Four
A. Public
relations
|
|
•
|
Celebrity
and GFVentures shall promote KnowFat, KnowFat’s products and Celebrity’s
relationship with KnowFat in the media, including national talk
shows.
|
|
|
•
|
Celebrity
shall appear in targeted media promotions in various U.S. regions
for the
purpose of developing interest among potential
franchisees.
|
B. In-store
|
|
•
|
Celebrity
and GFVentures may use the Xxxxxx Xxxxxxx name/image for in-store
marketing (i.e., cut-outs,
pictures).
|
|
|
•
|
Celebrity
shall visit stores and participate in promotional activities at stores
on
behalf of KnowFat.
|
C. Advertising
|
|
•
|
Subject
to the proviso at the beginning of this Exhibit A, Celebrity shall
make
himself available for two eight hour days of promotional activity
(including production of TV, radio or print media
advertising).
|
13
EXHIBIT
B
Licensed
Property
The
following Property forms part of this Agreement:
The
name,
image and likeness of the boxing celebrity Xxxxxx Xxxxxxx.
14
EXHIBIT
C
Photographs
15
