Little Eagles Martial Arts® for Instructors

LICENSE AGREEMENT

THIS LICENSE AGREEMENT (this "Agreement"), effective on the date payment is made,(the “Effective Date”) between THE BUSHIDO SCHOOL OF KARATE, INC., DBA LITTLE EAGLESⓇ MARTIAL ARTS, a New York corporation with a principal place of business located at 100 Mamaroneck Avenue, White Plains, New York 10604 and a mailing address of P.O. Box 669, Poughquag, New York 12570(“Licensor”) and the individual named in the Licensee section at the top of this form (“Licensee”). Licensor and Licensee are also referred to herein individually as a “Party” and collectively as the “Parties”.

WITNESSETH:

WHEREAS, Licensor is the sole and exclusive owner of the trademark LITTLE EAGLES (hereinafter the “Mark”), registered in the United States under U.S. Registration Number 5,166,841 (the “Registration”) and covering certain goods and services as further described in said Registration (the “Licensed Products”) (the "Mark", and any rights conferred under this Agreement in regard to the Mark, the "Rights").

WHEREAS, Licensee now wishes to procure a non-exclusive license in the Territory and under Mark in order to make, use, sell and/or distribute the Licensed Products; and

WHEREAS, Licensor is now willing, in accordance with the terms set forth herein, to license such Mark to Licensee for the purpose of allowing Licensee to make, use, sell and/or distribute the Licensed Products in the Licensed Territory.

NOW THEREFORE, in consideration of the mutual promises set forth herein, the receipt and sufficiency of which is expressly acknowledged by the Parties, and in strict accordance with the terms and conditions set forth below, the Parties agree as follows:

1. License Grant.

Mark Grant. Licensor hereby grants to Licensee a non-exclusive license to affix the Mark to the Licensed Products set forth on Exhibit A annexed hereto and to use the Mark in connection with the sale and distribution of the Licensed Products in the Territory.

Sublicenses. Licensee may not sublicense the Mark or the distribution of the Licensed
Products under any circumstance.

2. Terms of License.

Non-Exclusivity. The Parties acknowledge that Licensor has, or may have, other licensing arrangements within the Territory related to the Mark and that, as a consequence, the Licensed Products made, used, sold or distributed by third parties may enter the Territory at any time.

Notice of Violation. Each Party shall promptly and fully inform the other if it has a reasonable basis to believe that there have been unauthorized manufacturing, use, sale or distribution of Licensed Products in the Territory, providing as much detailed information as is practicable in order to aid in identifying the complained-of activity.

Geographic Restriction. By accepting the license described herein, Licensee shall be allowed to make, use, sell and distribute the Licensed Products, solely in the United State of America and its territories (the “Territory”), and nowhere else.

Costs. All costs and expenses of every kind and nature associated with Licensee’s use, sale and distribution of the Licensed Products shall be borne solely and exclusively by Licensee, and under no circumstances shall Licensee look to Licensor for payment or reimbursement of, or contribution toward, any such costs and expenses.

3. Term and Termination.

Term. The term of this Agreement (the “Term”) shall commence on the Effective Date
and shall expire at 12:01 a.m. EST twelve months after the Effective Date unless otherwise terminated sooner in accordance with the terms set forth below. So long as this Agreement has not been terminated beforehand, and so long as there exists no uncured Breach (as defined below) by Licensee under the terms of this Agreement, the Parties may mutually agree to extend the Term for an additional twelve months beyond the Expiration Date, on the same or different terms, by executing an appropriate subscription renewal.

Termination and Effectiveness. If Licensee shall materially breach any of the provisions of this Agreement (a “Breach”), Licensor reserves the right, in its sole discretion, to terminate this Agreement upon thirty (30) days written notice (a “Notice of Termination”) specifying, with sufficient particularity to enable Licensee to respond, the character of the Breach as then known to Licensor. Licensee shall have the right within said 30-day period to cure the Breach (unless it is non-curable under any provision of this Agreement) by performance in full, in which event the Notice of Termination shall become null and void. In the event that the same kind of Breach is repeated occasioning a Notice of Termination more than once in any twelve (12) month period, the second instance of such Breach in such period shall permit Licensor, in its sole discretion, to finally terminate, effective within thirty (30) days of notice, and Licensee shall have no entitlement to cure as to such notice.


Survival of Duties. If this Agreement is terminated for any reason, whether by Licensee's Breach or the passage of time, Licensee shall not be relieved of any duties or obligations owing at the Effective Date of termination, including without limitation, the duty to maintain confidentiality, which shall survive. In the event of termination, Licensee's rights under any sublicenses theretofore duly granted by Licensee shall, at the Licensor's sole election, be assigned to Licensor and shall remain in full force and effect directly with Licensor.

Sales Out of Stock. If, at the effective date of termination, Licensee shall have a stock of Licensed Products, said Licensed Products may not be sold and delivered to the customer but rather shall be delivered to Licensor or destroyed.

4. Assignment.

Restriction on Licensee. The license and the Rights conferred upon Licensee under this Agreement are personal to Licensee and cannot be transferred, sublicensed or assigned by Licensee without the prior, written authorization of the Licensor, which authorization the Licensor shall, in its sole discretion, give or elect not to give. Without limiting the generality of the foregoing, Licensee concurs that it shall not accomplish any transfer or assignment of this Agreement or the license granted indirectly through transfer of control of Licensee's corporation. Accordingly, any change in control of Licensee shall be deemed an assignment of the license and subject to the provisions of the prior written approval of the Licensor.

Licensor's Right of Assignment. Licensor shall be free to assign its rights under this Agreement, or to receive cash consideration under this Agreement, to any third party, without prior notice or consent of Licensee.

5. License Payment. In consideration for the licenses granted herein, Licensee shall pay Licensor an up-front, annual royalty payment as follows (to the extent Licensee owns multiple locations through different corporate entities, each instructor shall be required to sign a separate Agreement):

One instructor - $588.00

Taxes. To the extent that tax withholding is required on Licensee's collection of sales revenue from customers, Licensee shall duly make and remit to the proper authority such withholding and proper evidence of the tax payment to the appropriate governmental authority shall be furnished to Licensor.

6. Manufacturing and Sale of Licensed Products.
No Modifications. By accepting the license of the Mark granted hereunder, Licensee agrees to use, sell and distribute the Licensed Products in strict accordance with any specifications provided by Licensor. Under no circumstances whatsoever shall Licensee modify or change such specifications of the Licensed Products in any manner, unless prior written approval is provided by Licensor.

Non-Circumvent. During the Term of this Agreement, Licensee expressly agrees that it shall not, without the prior written approval of Licensor, directly or indirectly market or sell Licensed Products to any third party customer who has an existing sales relationship with Licensor.

Non-Compete. During the Term of this Agreement, Licensee expressly agrees that it shall not, without the prior written approval of Licensor, directly or indirectly manufacture, use, sell or distribute any products that are similar or competitive in nature to the Licensed Products.

Limitation on Damages. In no event will either Licensor be liable to Licensee for any special, incidental or consequential damages incurred by Licensee or any customer of Licensee that are in any way related to the Licensed Products.

7. Quality Control and Approval.

Quality. The Licensed Products manufactured by Licensee shall be of a high quality and in conformity with the specifications provided by Licensor, if any. All Licensed Products sold must contain the required labeling and packaging materials as may be dictated by Licensor.

Quality Control Issues. The Parties agree to negotiate in good faith to resolve any quality control issues of which Licensor may notify Licensee.

Books and Records. Licensee shall keep complete and accurate records regarding the quantities of Licensed Products that are sold and in sufficient detail to enable the confirmation of the correctness of revenues collected under this Agreement.

Audit Rights. Licensor, or its designated agents, shall have the right to inspect and audit Licensee’s books and records from time to time during regular business hours, at Licensor’s sole cost and expense, by providing at least twenty four (24) hours prior notice to Licensee.

Expenses of Audit. Should an audit conducted pursuant to Section 7.4 reveal, in Licensor’s reasonable opinion, that Licensed Products were not being manufactured or sold in conformance with Section 7.1 above, Licensee shall become responsible for the cost of the audit.

Inspection. Licensor shall have the right, at any time on reasonable notice during business hours, to visit the premises of Licensee, including manufacturing and warehouse facilities, to control the quality of the Licensed Products manufactured by Licensee under this Agreement. Licensor shall further have the right to enunciate, at any time during the Term, such additional quality standards as are reasonably related to furtherance of the acceptance and commercial success of the Licensed Products.

Repeated Quality Problems. If Licensee's quality standards shall not meet Licensor's minimum quality standards by reason of any two consecutive inspections during any twelve (12) month period, such repeated failure shall be deemed, at the Licensor's sole election, a Breach, and Licensor shall have the right, in its sole discretion, to terminate this Agreement therefore pursuant to Section 3.2.

8. Prosecution and Ownership of the Rights.

Control and Costs of Prosecution. Licensor shall be solely responsible for, and maintain sole authority over, the preparation and/or prosecution of all the Rights and the costs related thereto.

Ownership of the Rights. It is expressly agreed by the Parties that Licensor is, as of the Effective Date of this Agreement, the sole and exclusive owner of the Mark and all the Rights associated therewith, and that Licensee is merely a licensee thereof. In no manner whatsoever shall this Agreement be interpreted or construed to mean that Licensor is selling, conveying or otherwise transferring ownership in any of the Intellectual Property to Licensee beyond the grant of the licenses described herein. Licensee further acknowledges that the Mark and all Licensed Products associated therewith are proprietary to Licensor.

Use of Marks. Licensee shall not use any marks on the Licensed Products other than the Marks, nor shall Licensee register or use any mark confusingly similar to any Mark for or in relation to the Licensed Products or products which, although of a different technological character, materially compete with the Licensed Products.

9. Dispute Resolution.

Mandatory Arbitration; Exceptions. Except in the event of any litigation or proceeding commenced by any third party against either Licensor or Licensee in which the other party is an indispensable party or potential third party defendant, and except for enforcement of any interim or preliminary remedy (to the extent such remedy is sought before the arbitration panel is duly appointed and convened), any dispute or controversy between the Parties involving the interpretation, construction or application of any terms, covenants or conditions of this Agreement, or transactions under it, or any claim arising out of or relating to this Agreement, or transactions under it, shall, on the request of one Party served on the other, be submitted to arbitration in accordance with the provisions of this Section 10.

Forum. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration proceeding shall be conducted in the City of White Plains, State of New York (except as may otherwise be agreed by the Parties in their discretion).

10. Warranties.

Organization. Each Party represents and warrants to the other that it is a duly constituted entity, organized under the laws of the jurisdiction first noted above, and that it is in good standing under the laws of its formation and that it has the corporate power and authority to enter into and perform this Agreement.

Ownership. Licensor represents and warrants that, to the best of its knowledge, it is the sole and exclusive owner of the Mark and to any applications or registration related thereto.

Non-Infringement. Licensor further represents and warrants that, to the best of its knowledge, it is unaware of any intellectual property or any other rights of any third party that are infringed or otherwise violated by the manufacture, use, sale or distribution of the Licensed Products as contemplated under this Agreement.

11. Indemnifications.

Indemnification of Licensor. Following the Effective Date, Licensee shall indemnify, defend and hold harmless Licensor, its owners, officers, counsel, agents and affiliates from and against any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, taxes, costs, fees, expenses (including attorneys', consultant and expert witness fees and expenses), and disbursements (collectively, "Losses") sustained by any such person resulting from, arising out of or relating to any breach by Licensee of any of the representations or warranties or covenants of Licensee contained in this Agreement.


Indemnification of Licensee. Following the Effective Date, Licensor shall indemnify, defend and hold harmless Licensee, its owners, officers, counsel, agents and affiliates from and against any and all Losses sustained by any such person resulting from, arising out of or relating to any breach by Licensor of any of the representations or warranties or covenants of Licensor contained in this Agreement.

12. Miscellaneous.

Force Majeure. Neither Party shall be liable for any delay in the performance of this Agreement for the period that such failure or delay is due to any acts of God, public enemy, civil war, strikes or labor disputes, or any other cause beyond the Parties' reasonable control. Each Party agrees to notify the other Party promptly of the occurrence of any such cause and to carry out this Agreement as promptly as practicable after such cause is terminated.

Relationship of Parties. The relationship between the Parties hereto is solely that of licensor and licensee, and nothing herein shall be deemed or construed to create any franchise, joint venture, partnership or any fiduciary relationship other than that of licensor and licensee. Furthermore, Licensee shall have no power or authority to obligate or bind Licensor in any manner whatsoever, or to make any contract, warranty, or representation on behalf of Licensor, and shall not represent itself to third parties as having such power or authority.

Confidentiality of Agreement. Each Party agrees to keep the specific terms of this Agreement confidential, including the financial terms set forth herein. Licensee shall not issue any press release or other publicity regarding this Agreement without Licensor’s prior written consent.

Section Headings. The section headings contained herein are for convenience in reference and are not intended to define or limit the scope of any provision of this Agreement.

Amendment. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both Parties.

Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

Waivers. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.



Notices. All notices required to be sent to either Party shall be in writing and sent at the above addresses and sent by certified mail or overnight delivery. Notices shall not be deemed received or effective unless and until actually received. Either Party may change their mailing address by written notice to the other.

Applicable Law. This Agreement shall be governed by the laws of the State of New York, without regard to its rules regarding conflicts of law.

Incorporation of Exhibits. All exhibits annexed to this Agreement are an integral part of this Agreement and where reference is made to “this Agreement,” it shall be deemed to include such exhibits annexed to this Agreement.

Counterparts; Unanimity. This Agreement may be executed in one or more counterparts, by electronic or facsimile signature, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. This Agreement shall not become effective until it has been duly executed and delivered by the Parties.

No Inducement. This Agreement has been negotiated in good faith through arms-length negotiations.

Expenses. Each Party shall bear its own costs and expenses incurred in connection with the negotiation, drafting and consummation of this Agreement.

Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements or statements relating to such subject matter.

By checking the box "I have read and understand and accept the terms of this agreement below" the named applicant has been considered to have signed this Agreement.

EXHIBIT A

1-Licensor permits Licensee purchasing ability of marketing merchandise from BushidoKarate.com only
2-Licensor permits Licensee use of the Little Eagles Martial Arts name and logo in print and online advertising only and does not grant permission to reproduce same for any other reasons whatsover, including any merchandies for sale or use

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