Action Target Dealer License Agreement

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Licensor. Licensor has expended and will continue to expend substantial resources to promote and protect the ATI Trademarks. B. Licensee desires to use the ATI Trademarks and benefit from the goodwill associated with said marks in connection with the distribution and marketing of ATI's products, in internet domain names, on internet websites, as key words or meta tags associated with such web sites. C. Licensor is willing to grant to Licensee the right to use the ATI Trademarks in connection with such products and in the manner described above and as described in the executed Domestic Dealer Agreement incorporated herein. Agreement NOW THEREFORE, in consideration of the above promises and the mutual promises and covenants herein contained and contained in the executed Domestic Dealer Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by both parties, the parties hereto agree as follows: 1.0 DEFINITIONS 1.1 "ATI Trademarks" means the "PT &AT" trademark and logo by convention and all other trademarks attached hereto. 1.2 "Term" means the term of this License as specified in Section 7.1. 1.3 "Territory" means the geographic territory in which this License is applicable, which is worldwide. 2.0 LICENSE GRANTED 2.1 License Grant. Subject to the terms and conditions of this License, Licensor grants to Licensee a worldwide, non-exclusive, non-transferable, royalty bearing, personal license to: a. ATI Trademarks: use the ATI Trademarks "PT & AT®" as part of internet uniform resource locators, internet domain name(s), on internet website(s), or as key words or meta tags associated with such internet website(s); b. Licensee is granted no other right, title, interest in or license to the ATI Trademarks "PT & AT", or any other trademark owned by Licensor for any purpose, and is specifically granted no right to sublicense the ATI Trademarks(s), or any of them, or any of Licensor's other trademarks. c. Licensee's right to use "PT & AT ," or any other trademark owned by Licensor is limited to marketing "PT & AT" products. d. Licensee acknowledges the presumptive validity and scope of each of the ATI Trademarks. 2.2 Ownership of ATI Trademark(s). Licensee acknowledges and agrees that Licensor is the sole owner worldwide of the ATI Trademark(s) and all associated goodwill. Licensee shall not: (i) do anything that might harm the reputation or goodwill of the ATI Trademark(s), or any other trademark containing the term "PT & AT," or any mark or logo substantially similar thereto; (ii) take any action inconsistent with Licensor's ownership of the ATI Trademark "PT & AT" or any mark or logo substantially similar thereto; or (iii) challenge Licensor's rights in or attempt to register the ATI Trademark “PT & AT" or any mark or logo substantially similar thereto. Licensee's use of the ATI Trademark(s) inures solely to Licensor's benefit. If at any time, Licensee acquires any rights in, or trademark registrations or applications for any ATI Trademarks by operation of law or otherwise, in any country or jurisdiction, Licensee will immediately notify Licensor and, upon request by Licensor, and at no expense to Licensor, assign such rights, registrations, or applications to Licensor, along with any and all associated goodwill. 2.3 Further Assurances. Licensee shall assist Licensor to the extent reasonably necessary to protect and maintain the ATI Trademark(s) worldwide, including, but not limited to, giving prompt notice to Licensor of any known or potential infringement of the ATI Trademark(s), and cooperating with Licensor in preparing and executing any documents necessary to register the ATI Trademark(s), or to record this trademark license, or any other document concerning the license grant, as may be required by the laws or rules of any country or jurisdiction. In its sole discretion, Licensor may commence, prosecute or defend any action or claim concerning the ATI Trademark(s). Licensor shall have the right to control any such litigation, and Licensee shall fully cooperate with Licensor in any such litigation, including the satisfaction
of procedural requirements necessary to bring such litigation in a particular country or jurisdiction. Licensor shall reimburse Licensee for the reasonable costs associated with providing such assistance, except to the extent that any such costs result from Licensee's breach of this License. Licensee shall not commence any action regarding the ATI Trademark(s) without Licensor's prior written consent which Licensor may withhold in its sole discretion. 2.4 Reputation and Industry Standards. Licensee shall maintain the quality of the internet websites on which it uses the ATI Trademarks "PT & AT" and any other ATI trademarks, and use such trademarks in a manner consistent with all terms, conditions and requirements set forth in this License and at a level that meets or exceeds Licensee's overall reputation for quality and that is at least commensurate with industry standards, and in such a manner so as to promote the safe use of each ATI product and to maintain public awareness of the proprietary nature of such intellectual properties. 2.5 ATI Trademark(s) Usage, Location and Attribution. a. Usage. Licensee shall use the ATI Trademarks only in the exact forms provided by Licensor, and only in accordance with the guidelines provided in this Section 2.5. Whenever Licensee displays any ATI Trademarks, Licensee shall display them accompanied by the appropriate "TM" or ® symbol; and not in combination with any other name, mark or logo. b. Attribution. Licensee shall legibly display the following trademark legend on all locations where Licensee displays any ATI Trademarks: "PT & AT“, and all ATI-based trademarks and logos, are trademarks or registered trademarks of Action Target Inc., A Utah Corporation. All Rights Reserved." c. Licensee agrees not to use ATI Trademarks in any business or store name, in any URL, e-mail address, as any key word designation, on any internet server, in any search engine, website, web pages, meta tags, online auction, banner ad, hidden code or in any manner, shape or form that would use any of the Licensor's Intellectual Property (including trademarks, copyrights, patents or trade dress) to direct business to other vendors of non-ATI manufactured products. Specifically and in further accordance with this provision, Licensee shall not sell non-ATI manufactured products (or non-ATI approved aftermarket products or engines) in a store or on an Internet site using any ATI trademarks either in the name of the store or business or in the domain name/url of any such website. Licensee agrees to report in writing to the Licensor within ten (10) days of receipt of knowledge thereof, any unauthorized use of such marks by any third party not privy to this agreement. d. Licensee will not sell products, which contribute to the infringement or directly infringe on ATI patents, trademarks or copyrights or copy the trade dress of any of the Licensor's products. e. Dealer will maintain at least one ATI Product on their website and shall make ATI aware of the url and contact information for this site. Dealer shall have the physical location address and contact phone number of their dealership available on their Action Target dealer site and shall immediately notify ATI of any changes to site location, contact information, or site/company name change. This site shall contain ATI products only (notwithstanding approved aftermarket products), in accordance with Section 2.5 (c) of this Agreement. Dealer may have more than one ATI authorized site only with the express written permission of the ATI Director of Market Development. 2.6 Internet Protocols. To remain a factory authorized Licensee in good standing with ATI, the following Internet standards and Practices must be followed. Failure to abide by these Standards and Practices may result in suspension of delivery of product to a Licensee until the problem is resolved: a. All images, logos, text formats developed by an Internet based ATI Licensee are the intellectual property of that Licensee and may not be copied without permission. b. Customer service information such as Frequently Asked Questions pages may not be copied without permission of the Dealer. If you wish to reference the information on another Licensee's website, first obtain his/her permission and then insert a hypertext link to their site. Do not copy the contents of the page(s) you wish to reference. c. Reference material copied from another Licensee's website may not be used on a non-commercial site, which is clearly affiliated with a specific commercial Licensee. 2.7 ATI Web Site. The following are guidelines for use of material from the ATI factory website (www.actiontarget.com): 1. Images may be freely downloaded for use on the websites of factory-authorized Licensees. 2. Logos may be freely downloaded for use on the websites of factory-authorized Licensees. 3. Text may be freely downloaded for use on the websites of factory-authorized Licensees.
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Action Target Dealer License Agreement

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