RECITALS

F.XRUHT #21

AGREEMENT

THIS AGREEMENT is made and entered into this _ _ _ day of

_ _ _ _ _ _ _ _ _ , 19 _ _ _ , by

and between Kiwanis

International, Inc., an Illinois corporation, having offices and a principal place of business at 3636 Woodview Trace, Indianapolis, Indiana 46268 ("Kiwanis") and

(a sole

proprietorship/partnership/corporation), having offices and a principal place of business at

("Licensee").

pg 2

limited license to use Kiwanis Marks solely on and in

connection with the manufacture, sale, and distribution of Kiwanis Goods and only in and throughout the Territory.

Licensee shall not use Kiwanis Marks or similar marks, in whole or in part, on or in connection with any other goods or

setvices o~ permit or authorize others to use- Kiwanis Marks or similar marks, in whole or in part•, in any manner without the prio~ express written approval of Kiwanise

3. Supply

Licensee shall stock and at all times maintain a

comprehensive and adequate inventory of Kiwanis Goods to supply the needs of purchasers without excessive back orders and shall keep auch stock in good condition.

4. Manufacture of Kiwanis Goods by Third Party Manufacturers.

If any Kiwanis Goods are to be manufactured by a third party manufacturer for Licensee, then as a condition to the continuation of the license granted under this Agreement, Licensee shall notify Kiwanis of the name and address of such manufacture~ and obtain the prior written approval of Kiwanis for such Kiwanis Goods to be manufactured by such third pa·rty manufacturer. Approval of each third party manufacturer shall be conditioned upon such third party manufac~urer signing a Third Party Manufacturer's Agreement in a form similar to that attached hereto as Exhibit- D. Licensee's purchase of Kiwanis Goods from a third party manufacturer without a signed Third Party Manufacturer's Agreement and the approval of Kiwanis shall be a breach of this Agreement. If any third party

manufacturer uses any Kiwanis Marks without authorization from Kiwanis or uses any Kiwanis Marks for an unauthorized purpose, Licensee shall cooperate fully with Kiwanis to stop any such unauthorized uses.

s. Ownership and validity of Kiwanis Marks.

Licensee acknowledges that Kiwanis owns Kiwanis Marks and any registrations thereof and that those Kiwanis Marks and registrations are valid. Licensee shall do nothing

inconsistent with Kiwanis' ownership of the Kiwanis Marks and registrations thereof. All use of Kiwanis Marks by Licensee shall inure to the benefit of and be on behalf of Kiwaniso

Nothing in this Agreement shall give Licensee any right, title, or interest in Kiwanis Marks other than the lic~nse to use

Kiwanis Marks in accordance with this Agreement. Licensee shall not contest Kiwanis' title to Kiwanis Marks or contest the validity of Kiwanis Marks or this Agreement. Neither this

-2-

pg 3

Agreement nor any use of Kiwanis Marks, by Kiwanis shall give Licensee any rights, title, or interests in or to Kiwanis Marks other than th& ~ight to use Kiwanis Marks as specified in this Agreement.

6.

Term and Termination.

This Agreement and the license granted by this Agreement shall €ontinue in force for a period of one year from its effective date (hereinafter "Initial Term") unless· earlier terminated as provided for herein. After completion of the Initial Term, this Agreement shall be automatically renewed for periods of

^one

year . until terminated in accordance

·with the terms. of this. Agreement. (hereinafter "Renewal Term").

At the .. end of the Initial Term or any Renewal Term, either Kiwanis or Licensee may terminate· this Agreement aµd the

license granted hereunder by giving written notice of

termination to the other party at least ninety (90) days prior to the expiration of such Initial Term or any such Renewal Term.

If Licensee shall, at any time during the initial or

Renewal Terms of· this Agreement, breach any of its obligations hereunder, and such breach shall not be cured within thirty

(30) days after written notice from Kiwanis to Licensee

specifying the nature of the breach, Kiwanis may innnediately terminate this Agreement and the license granted hereunder by giving written notice of such_ termination.

If Kiwanis shall, at any time during the Initial or Renewal Terms of this Agreement, breach any of its obligations

hereunder, and such breach shall not be cured within thirty (30) days after written notice from Licensee to Kiwanis

specifying the nature of the breach, Licensee may immediately terminate this Agreement and the license granted hereunder by giving written notice of such termination.

7. Payment and Reporting by Licensee

Licensee shall pay

to

Kiwanis a royalty equal

to ten

percent (

10 %)

of the "Gross Sales Price" of the "Net Sales" of Kiwanis Goods sold by Licensee. The royalty payments shall be reported and paid monthly to Kiwanis on the first day of each month. "Gross Sales Price" as used herein means the invoice price

to

purchasers of Kiwanis Goods from Licensee. "Net Sales" as used herein means the total number ·of sales during a reporting period less returns actually received by Licensee. Each payment shall be accompanied by a report indicating the Net Sales of Kiwanis Goods for the preceding month and the amount of royalty being concurrently forwarded to

-3-

. pg 4

Kiwanis. Licensee shall keep accurate records of sales, returns, and inventory of Kiwanis Goods and Kiwanis or its

authorized representative shall have the right, upon reasonable notice and during normal business hours, to inspect the books from time to time for the purpose of verifying the accuracy of the royalty payments and reports made under this paragraph 7.

a. ouality ^standards

The nature and quality of all Kiwanis Goods sold by

Licensee in connection with Kiwanis Marks shall conform to the quality stand·ards. set by and under the control of Kiwanis.

Licensee shall comply with all applicable laws and regulations and obtain all appropriate government approvals pertaining to the manufacturing, sale, distribution, and advertisement of Kiwanis Goods in and th~~oughout the· Territory.

9.

ouality Maintenance

Licensee shall, before selling or distributing any Kiwanis Goods manufactured either by Licensee or a third party manufacturer, deliver to Kiwanis, free of cost to Kiwanis, for its written approval, a reasonable number of samples of the goods at the following address:

Supplies Manager

Kiwanis International, Inc.

3636 Woodview Trace

Indianapolis, I~diana 46268

The nature, quality, and style of such Kiwanis Goods shall be subject to approval by Kiwanis. No Kiwanis Goods shall be deemed approved by Kiwanis until they shall have been approved by Kiwanis in writing.

After samples have been approved by Kiwanis pursuant to this paragraph, Licensee shall not depart from the samples in any material respect without Kiwanis' prior written approval.

From time to time after Licensee· has commenced manufacturing and distributing approved Kiwanis Goods, upon Kiwanis' request, Licensee shall deliver to Kiwanis for inspection additional samples of Kiwanis Goods for the· purpose of verifying the maintenance of the quality standards.

10. Form of use

Licensee shall use Kiwanis Marks only in the form and

manner as prescribed in the Form of Use Standards set forth in Exhibit E attached hereto and made a part hereof. Kiwanis reserves the right to change, revise, delete, or add to the Form of Use Standards and Licensee shall abide by said Form of·

-4-

Use Standards as changed, revised, deleted from, or added to from time to time. Licensee acknowledges that use of Kiwanis Marks is authorized only to Kiwanis, Kiwanis Dist~ict

Representatives, Kiwanis clubs, members of Kiwanis clubs, and Kiwanis' other licensees. Licensee shall refrain from

knowingly selling Kiwanis Goods to any unauthorized person, firm, or corporation.

11. Indemnification by Licensee

pg 5

Licensee hereby indemnifies Kiwanis and undertakes to defend Kiwanis and hold it harmless from any claims, suits, loss, damage, and costs (including reasonable attorney fees and expenses) arising out of Licensee's advertisement, offer for sale, sale,, distribution, or use of Kiwanis Goods by Licensee or others and arising out ··of any alleged defects in Kiwanis Goods which are manufactured by Licensee or by a third party manufacturer who manufactures any Kiwanis Goods for Licensee.

Licensee shall carry comprehensive general liability and product liability insurance with a policy limit of at least

$500,000

in the aggregate. Kiwanis shall be designated as additional insured therein. Such insurance policy shall be in a form reasonably acceptable to Kiwanis and shall require the insurer to give Kiwanis at least thirty

(30)

days prior written notice of any modification or cancellation. Before any Kiwanis Goods to be manufactured by Licensee or by a third party

manufacturer will be approved by Kiwanis, Licensee shall provide to Kiwanis certification from the insurance carrier indicating that Kiwanis is an additional named insured. As the required insurance is renewed, Licensee shall provide to

Kiwanis certification from the insurance ca~rier indicating that Kiwanis continues to be an additional named insured.

12.

use of Marks After Termination

Upon termination of the license granted by this Agreement or termination of this Agreement in its entirety, with or without cause by either Licensee or Kiwanis, Licensee shall

immediately cease using Kiwanis Marks in any manner whatsoever, and shall not thereafter use in any manner whatsoever any mark, name, or logo confusingly similar. to Kiwanis Marks, provided, however, that Licensee may fill any orders received -by Licensee before Licensee either receives or gives written notice of

termination of the license or this Agreement. Licensee

acknowledges that its failure to cease using Kiwanis Marks or any confusingly similar mark, name, or logo upon termination of the license granted by this Agreement or this Agreement in its entirety will result in immediate and irreparable harm to

Kiwaµis, that Kiwanis' remedy at law will be inadequate, and that, in addition to its other remedies, Kiwanis shall be

-5-

pg 6

entitled to injunctive relief to prevent such unauthorized use. If Licensee fails to cease using Kiwanis Marks or any confusingly s.imilar mark, name, or logo upon termination of the license granted by this Agreement or this Agreement in its

entirety, and Kiwanis files suit to enforce the terms of this paragraph 12 of this Agreement, Licensee shall pay Kiwanis' reasonable costs and attorney fees incurred as a result of such suit.

13.

Independent contractor Relationship

Licensee is an independent contractor, and not an employee,.

partner, agent, or joint venturer of Kiwanis for any purpose.

No agent, employee, or servant of Licensee shall be or shall be deemed to be the employee, agent, or servant of Kiwanis. The manner and means of conducting the sales efforts are under the sole control of Licensee, so long as Licensee does not violate the express terms of this Agreement.

Licensee shall assume all expenses incurred and all

disbursements made by it in connection with the manufacture, solicitation of sales, and sales of Kiwanis Goods .under this Agreement. Licensee shall not incur any liability for such expenses and disbursements for the account of Kiwanis and shall indemnify and hold harmless Kiwanis_ in relation theret~.

Neither Licensee nor any of its officer·s, directors, employees,• or agents shall have, nor shall any one of them

represent themselves as having, any authority to make contracts in the name of or binding on Kiwanis, to pledge Kiwanis'

credit, to extend credit in Kiwanis' name, or to make

warranties. or guarantees respecting Kiwanis Goods, without first receiving express permission in writing from Kiwanis.

14. Enforcement of Kiwanis Marks

Licensee shall immediately notify· Kiwanis of any

unauthorized or non-licensed use of the Kiwanis Marks in the Territory. In no event shall Licensee take any action on its own to enforce any Kiwanis Marks without the prior written consent of Kiwanis. Kiwanis, at its sole· discretion, shall determine if and when any action is to be taken to enforce any Kiwanis Mark and, when deemed necessary by Kiwanis, will, at

its expense and through attorneys of its own and sole

selection, take whatever action deemed appropriate by Kiwanis against unauthorized or non-licensed use of Kiwanis Marks.

Nothing in this Agreement shall be considered an obligation of Kiwanis to take any action whatsoever against any unauthorized use of a Kiwanis Mark. Nothing in.this Agreement shall be considered an obligation of Kiwanis to hold harmless or

-6-

pg 7

otherwise protect Licensee against any charge or claim ar1s1ng out of Licensee·' s activities under this Agreement al'_ld no act or failure· to act on the part of Kiwanis against unauthocized use of Kiwanis Marks shall be considered a breach of this Agreement by Kiwanis.

1s. Notices

Notices provided herein shall be given by certified ma·il, return receipt requested, to Kiwanis and Licensee at the

following addresses, or such other addresses as may be specified by notice given:

KIWANIS: