OPEN ENDED PRODUCT AGREEMENT
1. PARTIES:
This Agreement is between Xxxx Xxxx, Financial Corporation, a Nevada
corporation ("WCFC") and/or assigns and Xxxx X. Xxxx, a resident of
Washington State ("Xxxx") and/or assigns.
2. BACKGROUND:
Xxxx owns the rights to intellectual property related to investment
strategies, financial management, and wealth management created by Xxxx X.
Xxxx ("Xxxx IP"). WCFC through its subsidiary Xxxx Xxxx Seminars, Inc.
("WCSI") has been sponsoring and promoting certain seminars and materials
relating to said Xxxx IP under the terms of a Product Agreement dated June
26, 1997 between WCSI, Money Chef, and Xxxx. The parties now wish to replace
that Product Agreement.
3. TERM:
This Agreement shall take effect July 1, 1997 and remain in effect through
June 30, 2002 unless otherwise mutually agreed between the parties.
4. LICENSE:
Xxxx hereby continues to license rights in the Xxxx IP, which Xxxx either
owns or controls, to WCFC for the purpose of producing, marketing, and
selling seminars, audio tapes, videotapes, related books and writings, and
other works stemming from the Xxxx IP on an individual product basis. This
license shall be a non-exclusive worldwide license. A list of current Products
to which WCFC currently has the rights under the terms of this Agreement is
attached as "Exhibit A." Additional works owned or controlled by Xxxx shall
be licensed to WCFC under the terms of this master license Agreement by
executing individual "Intellectual Property License Orders" ("IP Order") in
the form of "Exhibit B." Specific IP Orders shall be signed and dated by Xxxx
as the licensor of the intellectual property and by the licensee WCFC (or its
subsidiaries, affiliates, or assigns) in order to be effective. The Term of
each IP Order shall be for the remainder of the term of this Agreement
unless otherwise specified in writing.
5. ROYALTIES:
WCFC shall pay to Xxxx as requested by Xxxx in writing, a royalty of ten
percent (10%) of all gross sales for Products licensed hereunder. Royalties
shall be paid quarterly on May 1, August 1, November 1, and February 1 for
the quarter ending the
month prior to the payment. Xxxx shall be entitled to
take draws against royalties as agreed by the chief financial officer of the
company.
6. MARKETING AND PROMOTION:
WCFC shall have the right to promote and advertise Products as its deems
appropriate.
7. AUTHOR'S WARRANTY:
Xxxx represents and warrants to WCFC that the work is original and that he
is the sole author and proprietor thereof, and has full power to enter into
this Agreement. Xxxx warrants that he owns all rights in the Products
subject to the previous license dated June 26, 1997 with WCSI. Xxxx agrees
to indemnify and hold harmless WCFC against any damage or judgment, including
court costs and attorneys' fees, which may be sustained or recovered against
WCFC by reason of the publication or sale of any of the Products arising from
anything contained therein. Xxxx also agrees to reimburse WCFC for all
expenses, including court costs, attorneys' fees, and amounts paid in
settlement, sustained by WCFC in resisting any claim, demand, suit, action or
proceeding asserted or instituted against WCFC based upon the sale of the
Product or by reason of anything contained therein.
8. RIGHT TO USE LIKENESS:
Xxxx hereby consents to the use of his name, likeness, identity,
trademarks, and trade symbols, for the purposes of fulfilling this Agreement
and in connection with the promotion, advertising, distribution, financing,
marketing, and production of the Products or derivatives therefrom, and for
general organizational promotional purposes.
9. EXAMINATION OF BOOKS:
WCFC shall make available to Xxxx, within 10 business days written notice,
at its headquarters, the financial books related to payment of royalties
hereunder.
10. DISPUTES:
Any dispute between the parties arising out of this Agreement which
cannot be amicably settled shall be referred to arbitration upon written
notice by either party to the other. The arbitration shall be governed by the
laws of the State of Nevada. Said arbitration is to be held in Seattle,
Washington. Any award rendered in arbitration shall be binding and conclusive
upon the parties and shall not be subject to appeals or retrying by the court.
11. ATTORNEY FEES:
In the event this Agreement is placed in the hands of an attorney due to
a default in the payment or performance of any of its terms, the defaulting
party shall pay, immediately upon demand, the other party's reasonable
attorney fees, collection costs, costs of either litigation, mediation, or
arbitration (whichever is appropriate), whether or not a suit or action is
filed, and any other fees or expenses reasonably incurred by the
non-defaulting party.
12. JURISDICTION:
This Agreement shall be governed by the laws of Nevada.
13. FINAL AGREEMENT:
This Agreement is the entire, final and complete agreement of the parties
and supersedes all written and oral agreements heretofore made or existing by
and between the parties or their representatives.
Executed in duplicate this 20th day of March, 1998.
XXXX XXXX FINANCIAL CORPORATION
By: /s/ Xxxxx X. Xxxxx
------------------
Name: Xxxxx X. Xxxxx
Title: General Counsel
/s/ Xxxx X. Xxxx
----------------------
Name: Xxxx X. Xxxx
Title: President
/s/ Xxxx X. Xxxx
---------------------
Xxxx X. Xxxx, Licensor
EXHIBIT A
A list of current products to which WCFC currently has the rights to:
BOOKS:
101 WAYS TO BUY REAL ESTATE WITHOUT CASH
555 CLEAN JOKES
BEAR MARKET BALONEY
BRILLIANT DEDUCTIONS
BUSINESS BUY THE BIBLE
XXXX'X BOOK ON CREATIVE REAL ESTATE
DON'T SET GOALS
HOW TO BUILD A REAL ESTATE MONEY MACHINE
HOW TO PICK UP FORECLOSURES
REAL ESTATE FOR REAL PEOPLE
STOCK MARKET MIRACLES
THE REAL ESTATE MONEY MACHINE
UNLIMITED WEALTH
WALL STREET MONEY MACHINE
WEALTH 101
PUBLICATIONS AND AUDIO AND VIDEO TAPES:
101-Fold Return audio tape
180 degree Cash Flow Turnaround Seminar: 180 Degrees in 180 Minutes video
A Day with Xxxx Xxxx
Are we Headed for a Bear Market? audio tape
Behind Closed Doors
Cash Flow System
Covered Calls audio tape
Dynamic Dollars video
Entity Structuring video tape
Fast Start
Financial 4X4 audio tapes and video
Financial Fortress Home Study Program
Financial Jump Start video and audio tapes
Financial Power Pack audio tapes
Fortify Your Income
High Octane Performance Entities (HOPE) audio tapes, video, and special
reports
High Performance Business Strategies, formally known as High Octane Business
Strategies audio tapes
PUBLICATIONS AND AUDIO AND VIDEO TAPES, CONT:
--------------------------------------------
How to Incorporate in Nevada Special Report
How to Retire in 2 Months
Income Formulas-Cash Flow, Cash Flow, Cash Flow audio tape
Income Generation System
legal Forms publication
Living Loving Trusts audio tape
Money Machine I audio tapes
Money Machine II-Nups audio tapes
Red Hot Financial Seminars audio tapes
Money Mysteries of the Millionaires audio tape
Next Step
Ordinary People do extraordinary things
Outrageous Returns audio tape
Owner Financing
Paper Chase Cassette Seminar
Paper Tigers audio tapes and manual
Pension Power audio tape
Power of Nevada Corporations audio tape
Property Analysis Forms
Real Estate Record Keeping System
Retirement Prosperity audio tapes and manual
Sail Through Life audio tape
SAIL: Scriptural Application In Life audio tapes
Second to None video
Seven Strategies to Success video
Special Reports publications
Special Reports, Real Estate
Stock Analysis Forms
Stock Market Power Strategies audio tape
The Corporation Kit
The Incorporation Handbook
The Next Step Video Home Study Course videos
To S or Not to S Special Report
Travel Agent Information Kit
Unlimited Wealth: 101 Secrets of the Super Rich audio tapes
Wall Street Workshop Video Home Study Course videos
Wealth, Riches,and Covenants audio tape
Winning Ways video
Zero to Zillions
SEMINAR CURRICULUM AND MANUALS:
------------------------------
Build Perpetual Income (BPI)
Business Entitics Skills Training (BEST)
Xxxx University
Entity Structuring Workshop (ESW)
Executive Retreat
Financial Clinics
Fortify Your Income (FYI)
Four Days with Xxxx & Ultra B.E.S.T.
Next Step
Real Estate Boot camp
Real Estate Workshop
Super BEST
Travel Agent
Wall Street Workshop
Wealth Academy
Wealth Information Network (W.I.N.)
Wealth Information Network Plus
WINSTOCK
Youth Wall Street Workshop
EXHIBIT B
LICENSE ORDER
-------------
EFFECTIVE DATE:
EXECUTION DATE:
LICENSOR:
LICENSEE:
ENDING DATE:
PRODUCTS:
BOOKS:
-----
PUBLICATIONS AND VIDEO AND AUDIO TAPES:
--------------------------------------
SEMINAR CURRICULUM AND MANUALS:
------------------------------
XXXX XXXX FINANCIAL CORPORATION
By:
----------------------------
Name: Xxxxx X. Xxxxx
Title: General Counsel
-------------------------------
Name: Xxxx X. Xxxx
Title: President
-------------------------------
Xxxx X. Xxxx, Licensor
