EXCLUSIVE PRODUCT LICENSE AGREEMENT

This agreement (Agreement) is made this 27th day of August, 2010, (the Effective
Date) by and between _______________________ (hereinafter called ____) having
a
business
address
of
__________________________
and
____________________________
having
a
business
address
of
____________________________.
WHEREAS, __________ desires to acquire from __________ certain exclusive
distribution rights and the right to manufacture or have manufactured and sell the
Products into the defined territory in accordance with the terms and conditions hereof,
NOW, THEREFORE, it is mutually agreed as follows:
1.

Rights Granted & Support

A. Distribution. __________ hereby app__________nts __________ as exclusive
distributor of the Products throughout the United States (the Territory). During the term
of this Agreement, __________ agrees not to app__________nt any other such
distributors in the Territory, and further undertakes to promptly refer to __________ any
leads concerning prospective customers of the Products located in the Territory which,
directly or indirectly, comes to the attention of __________.
B. Manufacturing. __________ is granted the right to have the Products
manufactured and supplied to __________ from any source __________ in its sole
discretion chooses.
C. Trademarks. __________ is granted the right to use the trademark
_______________and URL ________________with the advertising, packaging,
distribution and sale of the Products.
D. Branding. __________ is granted the rights to use all images, sell sheets,
advertising materials, pricing sheets, sales trackers, and the like created by
__________ for the flipside brand.

2.

Term and Termination

A. This Agreement shall remain in force for so long as __________ meets the
minimum royalty payments set forth in Section 4 and __________ is not in
breach of any conditions that have not been cured.
B. This Agreement may be terminated in the event of the following:
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(1) Immediately upon a judicial determination of insolvency or bankruptcy of

the other party; or
(2) Upon failure of the other party to comply with any of the provisions of this
Agreement, provided the aggrieved party has served upon the other party at least (30)
days' prior notice of such noncompliance and the failure of the noncompliant party to
cure such noncompliance.
C. In the event of termination, __________ will not be relieved of any legitimate
obligations for unpaid balances owed __________ prior to termination or expiration.
D. Upon termination of this Agreement for any reason, __________ will have the
right to elect to purchase from __________ any and all of __________s existing
inventory of new and unused Products. The purchase price to __________ for new and
unused Products will be the net price paid by __________, including any freight and
import duties.
3.

Performance by __________
__________ agrees to devote a reasonable effort to promote the sale of the
Products in the Territory. Without limiting the generality of the foreg__________ng,
__________ agrees
A. To promote the sale of the Product through such advertising media as
__________ determines in its sole discretion.
B. If applicable to place orders with suppliers of the Product to meet sales of the
Product.
C. To provide sales fulfillment personnel to support the sales and fulfillment of the
Products sold.
D. To pay the minimum royalties for the sale of the Products as set forth in Section
4 in order to maintain the exclusivity of its rights granted herein.
E. That all goods sold by __________ in connection with the ______________
trademark and all related advertising, promotional, and other related uses of the
__________ trademark by __________ shall conform to the current
standards used by __________ for similar products. __________ agrees that
such current standards and advertising materials meet __________s quality
standards. __________ shall have the right to inspect samples of products and
packaging to ensure that they meet the standards and quality which have been
agreed to by the parties.
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F. __________ agrees to label all products and packaging with such patent
markings as are permitted or required under the U.S. patent laws and specify
that the _________________
4. Annual Royalties
A. As a result of sales, the guaranteed minimum cash royalties to be paid to
__________ under this contract are as follows:
During the first six (6) calendar months following the Effective Date

$0.00

During the next 12 calendar months

$30,000.00 USD

During the next 12 calendar months

$30,000.00 USD

5. Distribution Fee
Total Distribution Fee (paid at signing)

$15,000.00 USD

6. Royalty Rates
A. __________ shall pay to __________ royalties in the amount of eight percent
(8%) of the Net Sales Revenue of the Products. Net Sales Revenue shall mean any
and all actual cash collections from any and all sales of Products including BUT not
limited to sales on television, sales on the world wide web or the Internet, sales by
credit card syndication, sales by print advertising, sales to brick and mortar retailers
(drug, mass market, or independent retailers), sales to television shopping channels
such as QVC or HSN, sales to third party distributors at wholesale for resale, less
advertised shipping and handling charges incurred, returns, charge backs, credits
and allowances, bad checks, C.O.D. rejections, mark downs and applicable sales
taxes attributable to the sales of the Product.

B. Accounting: Within thirty (30) days following the end of each quarterly period
ending three (3) months, six (6) months, nine (9) months, and twelve (12) months
after the Effective Date or any anniversary date of the Effective Date, respectively,
during the Term, __________ shall provide __________ with a written statement of
__________s Net Sales during such quarterly period showing the number of each
Product sold and a calculation of the royalty due based thereon. Within thirty (30)
days after any expiration or termination of this Agreement, __________ shall provide
__________ a statement for the last whole or partial quarterly period during the
Term. Each such statement shall be accompanied by the remittance to __________
of the royalties shown to be due thereby.
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2. Upon one (1) business day notice to __________, __________, at its

expense, shall have the right at any time during regular business hours, not
more frequently than once annually, to have a qualified accountant selected
by __________ audit the records of __________ to the extent necessary to
verify __________s statements and payments of royalties. Such records
shall be made available to __________'s accountant at __________s office
located at the address stated herein.
3. If, as a result of such audit, __________'s accountant determines that the
amount of royalties due was greater than the amount reported by
__________ in a quarterly statement furnished pursuant to Section 5 B 1,
__________ shall promptly furnish to __________ a copy of the report of its
accountant setting forth the amount of the deficiency showing, in reasonable
detail, the basis upon which such deficiency was determined. If __________
agrees with the report, __________ shall promptly remit to __________ a
sum equal to such deficiency so claimed, together with interest thereon at the
rate of seven percent (7%) per annum from the date such royalty was due
until the date of such remittance. In addition, if the audit reveals the
underpayment by more than ten percent (10%) of the royalties in any
quarterly period, __________ shall pay to __________ all associated costs of
such audit.
7. Indemnification
__________, at its expense, shall defend and indemnify, and save and hold
__________ harmless from and against any and all liabilities, claims, causes of action,
suits, damages, including without limitation, expenses, including reasonable attorneys'
fees and expenses, for which __________ becomes liable, or may incur or be
compelled to pay by reason of infringement of any intellectual property right.

8. Force Majeure
Neither party shall be in default hereof by reason of its delay in the performance of or
failure to perform any of its obligations hereunder, if such delay is caused by strikes,
acts of God or the public enemy, riots, incendiaries, interference by civil or military
authorities, compliance with governmental laws, rules, and regulations, including those
relating to exchange restrictions or security, delays in transit or delivery, inability to
secure necessary governmental priorities for material, or any failure beyond its control,
or without its fault or negligence.
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9. Disclaimer of Agency
The parties hereto agree and stipulate that __________ is in no way to be construed as
acting as an agent or representative of __________ in any dealings which __________
may have with any other person, firm, or corporation, and that __________ has no
power to act for or to legally bind __________ in any such transaction or transactions.
10. Competitive Products
__________ may produce commercials for any product.
11. Assignability
This Agreement is assignable. __________ will collaborate with __________ prior to
making any assignment.
12. Construction and Arbitration
A. This Agreement will be construed, in all respects, according to the laws of the
State of Ohio.
B.

Any controversy or claim arising out of or relating to this Agreement, or the

breach thereof, will be settled by arbitration in accordance with the Licensing
Agreement Arbitration Rules of the American Arbitration Association and
judgment upon the award rendered by the arbitrator(s) can be entered in any
court having jurisdiction thereof.

C. This Agreement contains the entire understanding between the parties relating
to the matters referred to herein and can be modified only by a written
supplement duly executed by both parties.
13. Representations and Warranties
All of the representations, warranties, covenants and agreements made herein by the
parties are true and correct. The persons signing this Agreement have the authority to
bind their respective legal entity. The parties hereby represent and warrant to each other
that: (a) they are a company duly organized and validly existing under the laws of their
respective state of incorporation or organization, and they have all requisite power and
authority to execute, deliver and perform this Agreement and the transactions
contemplated herein.
14. Notices
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All notices required under this Agreement will be deemed given at the time when they
are sent by prepaid postage, facsimile, overnight courier or email to the recipient, and
should be deemed to have been given at the time when, in ordinary course of post,
facsimile, overnight courier or email, they would have reached their destination. Until
changed by written notice, the addresses of the parties for notices will be:

In witness whereof the parties have signed this Agreement effective the date set forth
above.
By:

By:

Date;_____________________

______
Date: _____________________