Product License Agreement
1. Parties:
This Agreement is between Planet Cash, Inc., a Nevada corporation with its
principal place of business at 0000 X. Xxxxxxx Xxxx., Xxxxx 0000, Xxx Xxxxx,
Xxxxxx, 00000, ("Planet Cash"),Xxxxxx Xxxxx Xxxxxxx, an individual residing
in Xxxxxxxx,Xxxxxxxxxx, 00000, ("Xxxxxxx"), and Xxxx Xxxx Financial
Corporation, a Nevada corporation with its principal place of business at
00000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxx, 00000, and/or its agents
and assigns, including any subsidiary ("WCFC").
2. Term:
This Agreement shall take effect September 1, 1997 and remain in effect
through September 1, 2002. At the sole option of WCFC this Agreement may be
extended for two additional 5-year periods upon 30 days written notice. This
Agreement may be further extneded upon mutual agreement between the parties.
3. Agreement:
WCFC hereby agrees to license from Planet Cash and Xxxxxxx rights in the
Planet Cash/Xxxxxxx IP, which Planet Cash or Xxxxxxx either owns or
controls,for the purpose of producing and marketing seminars, audio
tapes,videotapes, documents and writings related to the Planet Cash/Xxxxxxx
IP. This license shall be an exclusive world-wide 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
Planet Cash or Xxxxxxx shall be licensed to WCFC under the terms of this
master license Agreement by executing individual "Intellectual Property
License Orders" ("IP Orders") in the form of "Exhibit B." Specific IP Orders
shall be signed and dated by the licensor of the intellectual property
(Planet Cash or Xxxxxxx) and by the licensee (WCFC or its subsidiaries) 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.
4. Earned Royalties:
WCFC shall pay to Planet Cash, Wirrick, or its/his agent as requested by
Xxxxxxx in writing, a royalty of ten percent (10%) of all gross sales for
Products licensed hereunder. No royalty shall be payable on copies furnished
gratis to Planet Cash or Xxxxxxx or for review, returned products, destroyed
products, products given away free for publicity,
promotional purposes, or to introduce additional sales. Royalties shall be
paid quarterly according to WCFC Accounting Department's standard payment
schedule.
5. Marketing and Promotion:
WCFC shall have the right to promote and advertise Products as it deems
appropriate.
6. Author's Warranty:
Planet Cash and Xxxxxxx each represent and warrant to WCFC that the work is
original and that Xxxxxxx is the sole author and proprietor thereof, and has
full power to enter into this Agreement, Planet Cash and Xxxxxxx agree 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, marketing,or sale of any of the Products
subject to this Agreement or arising from anything contained therein. Planet
Cash and Xxxxxxx also agree 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 as a result of the sale of any Product or by reason
of anything contained therein.
7. Rights to Use Likeness:
Planet Cash and Xxxxxxx hereby consent to the use of Planet Cash's and/or
Xxxxxxx'x 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. Xxxxxxx agrees to participate in the production of video recordings
and/or audio recordings at the request of WCFC, consents to the use and
reproduction by WCFC of such video and reproduction by WCFC of such video and
audio recordings. Xxxxxxx releases WCFC from any and all liabilities
arising from the use of Xxxxxxx'x image.
8. Examination of Books:
WCFC shall make available to Planet Cash and/or Xxxxxxx, within 30 days
written notice, at its headquarters, the financial books related to payment
of royalties hereunder.
9. Copyright:
WCFC will, in all published versions of the Products, place a Copyright Notice
in a form and place that complies with the requirement of the United States
Copyright law, showing that the owner of the copyright rights in and to the
Products is Xxxxxxx or Planet Cash and that said rights have been licensed to
WCFC and/or its publishing subsidiary. Such notice shall not be construed as
in any way affecting or diminishing any of the rights granted to WCFC under
this Agreement. Xxxxxxx or Planet Cash shall execute and
deliver to WCFC and documents necessary or desirable to evidence or effectuate
the rights granted to WCFC under this Agreement. The "copyright laws" shall be
construed to be those now or hereafter in force in the United States. Xxxxxxx
agrees to register and maintain said copyright with the U.S. Copyright Office
in accordance with directions provided by WCFC.
10. Derivative Work:
WCFC reserves the exclusive right to publish audio and/or video derivations
of any written publications licensed herein. The same terms and conditions as
set forth herein shall apply to each such audio and video derivations of the
Products. WCFC shall have exclusive rights to create derivative works for
promotional purposes. WCFC shall have sole copyright for any such derivative
works created by WCFC. Planet Cash and Xxxxxxx acknowledge that WCFC is in the
seminar and publication business related to investments and will continue to
market products similar to those licensed herein.
11. Promotional Materials:
WCFC shall own any and all promotional materials created by WCFC to sell the
Products including titles, packaging design,and marketing materials. Upon
termination of the Agreement, all rights of ownership of said promotional
materials shall remain with WCFC. All copyrighted materials owned by Planed
Cash or Xxxxxxx included in the Products shall remain the property of Planet
Cash or Xxxxxxx.
12. Infringement of Copyright:
If during the existence of this Agreement the copyright shall be infringed or
a claim for unfair competition shall arise from the unauthorized use of the
Products or any part thereof, but not limited to, the format thereof of the
characters or situations contained herein, and if the parties proceed
jointly, the expenses and recoveries, if any, shall be shares equally, and if
they do not proceed jointly, either party shall have the right to prosecute
such action, and such party shall bear the expenses thereof, and any
recoveries shall belong to such party. If such party shall not hold the
record title of the copyright, the other party hereby consents that the
action be brought in its or his name. WCFC shall not be liable to Planet Cash
or Xxxxxxx for failure to take such legal steps.
13. 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 Washington. 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.
14. 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
none-defaulting party.
15. JURISDICTION:
This Agreement shall be governed by the laws of Washington.
16. 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.
IN WITNESS WHEREOF the parties hereto have executed and duly witnessed this
Agreement as of the day and year written below.
PLANET CASH, INC.
By: /s/ XXXX X. XXXXXXXX, XX., PRES.
---------------------------------
Xxxx X. Xxxxxxxx, Xx., President
Dated: March 23, 1998
XXXXXX XXXXX XXXXXXX, INDIVIDUALLY
/s/ XXXXXX XXXXX XXXXXXX
----------------------------------
Xxxxxx Xxxxx Xxxxxxx
Dated: March 23, 1998
XXXX XXXX FINANCIAL CORPORATION
By: /s/ XXXX X. XXXX
----------------------------------
Xxxx X. Xxxx, President and CEO
Dated:
EXHIBIT A
A list of current products to which Planet Cash currently has the rights to
and is licensing to WCFC:
1. Seven Special Reports
A) #701 - S Strategy for Success
B) #702 - The Psychology of Trading
C) #703 - Measuring Market Sentiment
D) #704 - A Day late and a Dollar Short
E) #705 - A Picture is Worth a Thousands of Dollars
F) #706 - Know When to Hold 'em, Know When to Fold 'em
G) #707 - Commandments of Trading
2. High Octane Options Audio Set
A) #8101 - Psychology of Trading
B) #8102 - Psychology of the Market
C) #8103 - Trend Analysis
D) #8104 - Timing is Crucial
E) #8105 - Options 101
F) #8106 - Strategies
G) #8107 - Chart Patterns
H) #8108 - Rules of Thumb and Money Management
3. Workbook Titles:
A) High Octane Options - Audio Edition
B) High Octane Options - Reference Charts
C) High Octane Options - Supplemental Charts
4. High Impact Trading Audio Set
A) #4001 - Option Basics
B) #4002 - The Trend is Your Friend
C) #4003 - High Octane Options Overview
D) #4004 - The Greatest Money Making Secret in the World
E) #4005 - Take the Money and Run
F) #4006 - The Buck Starts Here
G) #4007 - Road Map to Riches
H) #4008 - Use of Profit & Loss Charts Special Report
I) #4009 - The Secret to Pricing Options - Never Pay Too Much
Again Special Report
5. High Octane Options Seminar or High Octane Option Play Strategies - One
day event to learn the strategies created by Xxxxx Xxxxxxx about trading
in the options market.
6. Options Bootcamp - Two day event covering advanced options strategies
created by Xxxxx Xxxxxxx.
EXHIBIT B
LICENSE ORDER
EFFECTIVE DATE:
EXECUTION DATE:
LICENSOR:
LICENSEE:
ENDING DATE:
PRODUCTS:
PUBLICATIONS, VIDEO & AUDIO TAPES:
XXXX XXXX FINANCIAL CORPORATION
By:
----------------------------
Name:
Title:
XXXXXX XXXXX XXXXXXX
By:
----------------------------
Name:
