270 Legal [Sample Agreements]

NEW PRODUCT DEVELOPMENT AGREEMENT

This New Product Development Agreement (this “Agreement”) is made and entered into as of June 30, 2005, by and among Ronald M. Popeil (”Popeil” or “Party”), Alan L. Backus (”Backus” or “Party”) and Ronco Marketing Corporation, a Delaware corporation (”Company” or “Party” and together with Popeil and Backus, the “Parties”).

Reference is made to that certain Asset Purchase Agreement, dated December 10, 2004, by and among Company, Ronco Inventions, LLC, Popeil Inventions, Inc., RP Productions, Inc., RMP Family Trust and Popeil (the “Asset Purchase Agreement”).

This Agreement is entered into in connection with the Asset Purchase Agreement. The purpose of this Agreement is to set forth the terms and conditions pursuant to which Company may acquire certain rights in and to certain consumer products to be conceived, created, designed and developed by Popeil.

In consideration of the mutual covenants and undertakings set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Development of New Products. As used in this Agreement, the term “New Product” means any consumer product conceived, created, designed and developed by Popeil and Backus during the Term (as defined below), to the extent Popeil owns and controls the rights to such products, as well as the product designs, prototypes, tooling and a completed commercial or infomercial for such New Product. Subject to the terms and conditions of this Agreement, Popeil and Backus may, in their sole and absolute discretion, but shall in no event be obligated to, conceive, create, design and develop New Products during the Term. Notwithstanding anything to the contrary set forth in this Agreement, “New Products” shall not include any products or works (including without limitation, books, interviews, articles and other publications, motion pictures (including, without limitation, the motion picture tentatively entitled “Salesman of the Century”), television programs (including, without limitation, cooking shows on which Popeil appears and/or reality based or fictional productions, but not including home shopping or infomercial-type programs the principal purpose of which is to obtain and fulfill sales orders), videos, video games and gaming devices, CDs and DVDs) that are (i) autobiographical in nature, or (ii) derivative of or the result of any product or work described in (i) above, and/or (iii) derivative of or the result of any promotion by Popeil of himself (e.g., derivative of or the result of an appearance by Popeil on a talk show) (the products and/or works described in (i), (ii), and (iii) above are hereinafter collectively referred to as “Exempted Works”). Popeil shall have the exclusive right, in his sole and absolute discretion, to conceive, create, design, develop, market, promote (including, without limitation, through personal appearances) and/or sell Exempted Works, and Popeil shall have no duty of any kind or nature to notify Company, to account to Company or to pay Company any sums or other consideration with respect to Exempted Works or with respect to services he may render in connection with Exempted Works.

A. New Product Development. For the purposes of this Agreement, all New Products shall be developed, if at all, at Popeil’s sole cost and expense. A New Product shall be deemed appropriate for submission to Company in accordance with the terms and conditions of this Agreement, at such time, if ever, as the New Product has been conceived, created and designed and a working prototype of the New Product (a “Prototype”) has been produced.

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