Trademark License Agreement

Trademark License Agreement

This TRADEMARK LICENSE AGREEMENT is made and entered into by and between Licensor, Inc. ("Licensor"), a New York corporation with offices at , New York, New York and Licensee, Inc. ("Licensee"), a Pennsylvania corporation with offices at , Philadelphia, Pennsylvania.

WHEREAS, Licensor has been using the Trademarks (as defined in Section I herein) in the United States with respect to the products of its Internet business; and

WHEREAS, Licensee desires to acquire a license to use the Trademarks with respect to Internet Products as defined herein, and Licensor has the right to grant such a license and is willing to do so pursuant to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

1. Definitions

1.1. Trademarks

The term "Trademarks" means the trademarks as set forth in Exhibit A attached hereto.

1.2. Internet Products

The term "Internet Products" means those set forth in Exhibit B attached hereto.

2. Grant

Licensor hereby grants to Licensee, to the extent that it is its right to do so, a non-exclusive right for a period of () years from the date hereof to reproduce the Trademarks as necessary on copies of the Internet Products, on all advertising, and promotional materials, cartons, containers, jewel cases, wrapping material, display material, or other materials which utilize the Trademarks for the sole purpose of allowing Licensee to fully promote and market the Internet Products.

The license and rights granted under this Section hereof are subject to the Internet Products being produced in accordance with specifications and standards that are substantially the same as the specifications and standards of Licensor that are in existence as of the date of this Agreement or are approved in writing by Licensor prior to the marketing of the Internet Products.

3. Royalties

For the license granted hereunder, Licensee shall pay to Licensor in the manner hereinafter provided until the termination of this Agreement a royalty of percent (%) of Sales Income (as defined herein).

As used herein, "Sales Income" shall mean all gross revenues received by Licensee in connection with any sale, license, lease or other exploitation of the Internet Product less: (i) transportation and shipping charges, including insurance; (ii) monies received for demonstration and promotional Internet Products; (iii) sales, use and excise taxes and duties paid or allowed by Licensee and any other governmental charges imposed upon Licensee for the production, use, sale or license of the Internet Product; (iv) actual credits, discounts, allowances and returns granted to customers; (v) normal and customary trade and quantity discounts and allowances; and (vi) credits for uncollected or un-collectible accounts. Except as herein provided, Sales Income shall be determined by using generally accepted accounting principles consistently applied.

Licensee shall pay Licensor () as a non-refundable advance (the "Advance") of royalties upon the execution of this Agreement.

Any royalties earned by Licensor will accrue against the Advance until such royalties exceed (), after which they will be paid directly to Licensor.

Licensee shall render to Licensor, on a quarterly basis, commencing with the quarter after the first distribution of the Internet Product takes place, a detailed written statement of the fees due to Licensor or accrued by Licensor against the Advance. Such statement shall be accompanied by a remittance of such amount as shown to be due. Each statement shall be rendered within forty-five (45) days following the end of each quarterly period; provided, however, that no statement shall be furnished for any such period in which there are no fees due to, or accrued by Licensor. Any statement remitted by Licensor hereunder shall conclusively be deemed true and correct and binding on Licensor unless Licensor submits to Licensee in writing within two (2) years after such statement has been remitted to Licensor specific objections to the submitted statement. Licensor shall have the right at its sole cost and expense to cause an independent certified public accounting firm reasonably acceptable to Licensee to examine and inspect the books and records of Licensee which relate to the Internet Product for the purpose of determining the accuracy of statements rendered by Licensee.

4. Ownership

Licensee acknowledges that the Trademarks are the exclusive and sole property of Licensor, and Licensee agrees that it will not contest the ownership or validity of the Trademarks. Licensee agrees that any and all rights that might be acquired by its use of the Trademarks shall inure to the sole benefit of Licensor.

Licensee agrees not to use or register in any country any trademarks, trade names, or other designations resembling or confusingly similar to the Trademarks. Whenever the attention to Licensee is called by Licensor or any such confusion or risk of confusion, Licensee agrees to take appropriate steps immediately to remedy or avoid such confusion. Nothing herein contained, however, shall be construed as prohibiting or limiting Licensee from adopting or using non-similar designations or trademarks in relation to Interact Products.

5. Compliance

Licensee agrees to comply with rules set forth from time to time by Licensor with respect to the appearance and manner of use of the Trademarks. Any form of use of the Trademarks not specifically provided for by such rules shall be adopted by Licensee only upon prior approval in writing by Licensor. Representative specimens showing the use of the Trademarks by Licensee shall be sent to Licensor from time to time upon request by Licensor.

Licensee shall take reasonable steps to avoid endangering the validity of the Trademarks, including compliance with the applicable laws or regulations of all countries where Internet Products are marketed. Licensee shall execute trademark registered user agreements and similar documents required by Licensor to protect or enhance Licensor's title and rights in the Trademarks.

Licensee shall promptly reimburse Licensor for reasonable out-of-pocket expenses incurred in:

(a) obtaining and maintaining trademark registrations where such registrations would not have been applied for or maintained in the absence of Licensee's activities under this Agreement;

(b) recording this Agreement;

(c) obtaining the entry of Licensee as a Registered or Authorized User of the Trademarks; and

(d) performing quality control activities pursuant to Section 7 of this Agreement.

6. Advertising

Licensee shall use reasonable efforts to maintain the validity and distinctiveness of the Trademarks so as to enhance the goodwill symbolized by the Trademarks. If requested by Licensor, Licensee will include in advertising and marketing and sales brochures an appropriate legend stating that the Trademarks are used under license from Licensor.

7. Quality Control

Licensee agrees to furnish, at no charge, to Licensor, from time to time as requested, representative samples of Internet Products to which it affixes the Trademarks. Licensor or its authorized representatives shall also have the right upon reasonable notice to Licensee to conduct during regular business hours an examination of Licensee's Internet Products and of the plants and processes for making such products.

If, at any time, any Internet Products made or assembled by or for Licensee and bearing the Trademarks shall fail to conform to the standards of quality required by the applicable specification and standards, Licensee shall promptly remove the Trademarks from the Internet Products.

8. Information

Licensee agrees to supply Licensor, upon Licensor's reasonable request, with information concerning sales, advertising, customers and dealers of Internet Products on a country-by-country basis, as the need arises for such information, for the sole purpose of aiding Licensor in the acquisition, maintenance and renewal of trademark registration of the Trademarks, the recording of this Agreement, and the entry of Licensee as a Registered or Authorized User of the Trademarks. Any such material may be disclosed by the Licensor only to the extent that disclosure is reasonably necessary for such purpose. Licensee may limit the information provided to Licensor under this Section 8 to that information reasonably necessary for such purpose.

9. Trade Name

Licensee shall not use any of the Trademarks as a corporate name, or as a trade name, nor shall it authorize others to do so, except as may be permitted under a separate Trade Name Agreement.

10. Termination

Licensor shall have the right to terminate the licenses and rights granted under this Agreement if Licensee, at any time, defaults in performing any of its obligations under the terms and conditions of this Agreement and fails to remedy such default within sixty (60) days after receiving written notice thereof from Licensor. Licensor may also terminate the licenses and rights granted pursuant to this Agreement upon written notice of the Licensee in the event that Licensee:

(a) is adjudged bankrupt;

(b) becomes insolvent;

(c) makes a general assignment for the benefit of creditors;

(d) has a receiver or trustee appointed for the benefit of its creditors;

(e) files a voluntary petition in bankruptcy;

(f) initiates reorganization proceedings or takes any step toward liquidation; or

(g) loses or has expropriated substantially all of its assets related to Internet Products.

Upon the termination of the licenses and rights granted herein, Licensee shall discontinue all permitted use of the Trademarks, and thereafter Licensee shall no longer use or have the right to use the Trademarks or any variation or simulation thereof on or in connection with Internet Products.

Any termination hereunder of Licensee's licenses and rights to use the Trademarks shall not act in any manner to relieve Licensee of its obligations under Section 3 hereof to make royalty payments to Licensor.

11. Infringement

Licensee shall promptly inform Licensor by written notice of any infringement, or possible infringement or other misuse by a third party, of the Trademarks on or in connection with products similar to Internet Products and Licensee will make available to Licensor any information relevant thereto in its possession.

Any action for infringement or other misuse of the Trademarks against another party shall be brought only by Licensor at its sole option, and in any such action all costs incurred and recoveries made shall be for the account of Licensor. Any such action shall be conducted with counsel selected by Licensor.

12. Governing Law

This Agreement shall be governed in all aspects by the laws of the United States of America and the State of New York. All disputes and/or claims arising under this Agreement shall be brought before the American Arbitration Association, in New York, New York, under the rules of that organization then in effect, without regard for the principles of conflicts of laws.

13. Complete Agreement

This Agreement, together with the annexed Exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writings and all other communications between the parties. This Agreement may not be modified except by a writing signed by a duly authorized representative of each of the parties.

14. Indemnification

Licensee, at its own expense, shall indemnify and hold harmless Licensor, its subsidiaries, affiliates or assignees, and their directors, officers, employees and agents and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including attorneys' fees, to the extent that it is based upon Licensee's use of the Trademarks.

Licensor assumes no responsibilities or obligation to Licensee, and Licensee shall make no claim against Licensor, regarding the safety, reliability, performance or marketability of any Internet Products marketed under the Trademarks, whether or not such products have been approved by Licensor pursuant to this Agreement.

15. Notices

All notices will be in writing and will, unless otherwise provided, be delivered personally or sent by confirmed facsimile transmission, overnight courier service or United States certified mail, proper postage prepaid, to the addresses specified above.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date hereof.