270 Legal [Sample Agreements]

Trademark License and Services Agreement

This Trademark License and Services Agreement (this “Agreement”) is made as of September 7, 2006, between Vita Ventures, LLC, a Delaware Limited Liability Company (”Licensee”), 8 Henderson Drive, West Caldwell, New Jersey 07006, Attention: Keith Frankel, and G-Nutritional, LLC, a Delaware limited liability company (”GN” and together with Licensee, the “Parties”), c/o George Foreman Enterprises, Inc., 100 North Wilkes-Barre Blvd., 4th Floor, Wilkes-Barre, PA 18702, Attention: Efrem Gerszberg. Terms not otherwise defined herein shall have the meanings ascribed to them in the Operating Agreement (defined below).

WHEREAS, concurrently herewith, Vitaquest International LLC (”VQT”) and GN have entered into a certain Operating Agreement (the “Operating Agreement”);

WHEREAS, GN controls right to use the name and likeness (the “Property”) of George Foreman (”Celebrity”) in connection with the sale of products principally related to wellness, vitamins and nutritional supplements (the “Products”);

WHEREAS, GN has the power and authority to grant to Licensee the right, privilege and license to use the Property in connection with the sale of the Products; and

WHEREAS, Licensee desires to obtain from GN a license to use the Property in connection with the sale of the Products.

NOW, THEREFORE, in consideration of the Operating Agreement and the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

Section 1. Grant.

Subject to the terms and conditions hereof, GN hereby grants Licensee the world-wide non-exclusive license to use the Property during the Term (as defined below) in connection with the sale of the Products.

Section 2. Services.

2.1. GN shall cause Celebrity to perform such services, at no charge except as otherwise provided herein, for the purpose of shooting one (1) infomercial as may be approved in advance by GN (the “Services”) during the Term. Notwithstanding any implication herein to the contrary, in no event will Celebrity be required to perform more than three (3) days of services hereunder during the Term (of which no more than two (2) days may be consecutive, unless Celebrity otherwise agrees in writing) in connection with the shooting of the single infomercial, exclusive of travel time.
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