CELEBRITY ENDORSEMENT AGREEMENT

THIS AGREEMENT is made as of this [Date] by and between [Intellectual Property Law Co.] a [Intellectual Property Law Co.’s State of Incorporation] corporation with offices at [Intellectual Property Law Co.’s Address] (“Intellectual Property Law Co.”) and [Celebrity DC Patent Lawyer], an individual whose address is [Celebrity DC Patent Lawyer’s Address] (“Celebrity DC Patent Lawyer”) (collectively the “Parties”).

W I T N E S S E T H:

WHEREAS, Celebrity DC Patent Lawyer is recognized and widely known throughout the world as a [specify occupation or claim to fame of Celebrity DC Patent Lawyer]; and

WHEREAS, Celebrity DC Patent Lawyer’s name, by virtue of [his/her] ability and experience, has acquired a meaning in the mind of the purchasing public important to the advertising, promotion, and sale of services and merchandise; and

WHEREAS, Intellectual Property Law Co. is engaged in the manufacture, distribution, and sale over the Internet of [specify products or services] (“Product”); and

WHEREAS, Intellectual Property Law Co. is desirous of acquiring the exclusive right and license to utilize Celebrity DC Patent Lawyer’s name in connection with the advertisement, promotion, and sale of the Product and Celebrity DC Patent Lawyer is willing to grant such right and license.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, it is agreed as follows:

1. GRANT OF RIGHTS
Subject to the terms and conditions set forth herein, Celebrity DC Patent Lawyer grants to Intellectual Property Law Co. the exclusive right and license during the Term of this Agreement and within the Territory to use Celebrity DC Patent Lawyer’s name, nickname, initials, autograph, facsimile signature, photograph, likeness, and/or endorsement (the “Property”) in connection with the advertisement, promotion, and sale of the Product in the Territory as well as the right to use such Property on the Product and related packaging.

2. TERM
This Agreement shall be effective as of the date of execution by both parties and shall extend for the term set forth in Schedule A attached hereto (the “Term”).

3. COMPENSATION
A. In consideration for the licenses granted hereunder, Intellectual Property Law Co. agrees to pay to Celebrity DC Patent Lawyer the royalty recited in Schedule A (the Royalty) based on Intellectual Property Law Co.’s Net Sales of Product.

B. The Royalty owed Celebrity DC Patent Lawyer shall be calculated on a quarterly calendar basis (“Royalty Period”) and shall be payable no later than [number] days after the termination of the preceding full calendar quarter, i.e., commencing on the first (1st) day of January, April, July, and October, except that the first and last calendar quarters may be “short” depending on the effective date of this Agreement.

C.  For each Royalty Period, Intellectual Property Law Co. shall provide Celebrity DC Patent Lawyer with a written royalty statement in a form acceptable to Celebrity DC Patent Lawyer. Such royalty statement shall be certified as accurate by a duly authorized officer of Intellectual Property Law Co. reciting, on a country-by-country basis, the stock number, item, units sold, description, quantity shipped, gross invoice, amount billed customers less discounts, allowances, returns, and reportable sales for each Product. Such statements shall be furnished to Celebrity DC Patent Lawyer regardless of whether any Products were sold during the Royalty Period or whether any actual Royalty was owed.

D.  Intellectual Property Law Co. agrees to pay to Celebrity DC Patent Lawyer an Advance against Royalties in the amount recited in Schedule A, which may be credited against Intellectual Property Law Co.’s actual royalty obligation to Celebrity DC Patent Lawyer.

E.  “Net Sales” shall mean Intellectual Property Law Co.’s gross sales (the gross invoice amount billed customers) of Product, less customary discounts and allowances and, further, less any bona fide returns.

F.  A Royalty obligation shall accrue upon the sale of the Product regardless of the time of collection by Intellectual Property Law Co.. A Product shall be considered “sold” when such Product is billed, invoiced, shipped, or paid for, whichever occurs first.

G.  The receipt or acceptance by Celebrity DC Patent Lawyer of any royalty statement or payment shall not prevent Celebrity DC Patent Lawyer from subsequently challenging the validity or accuracy of such statement or payment.

H.  Intellectual Property Law Co.’s obligations for the payment of Royalties shall survive expiration or termination of this Agreement and will continue for as long as Intellectual Property Law Co. continues to sell the Product.

I.  All payments due Celebrity DC Patent Lawyer shall be made in U.S. currency by check drawn on a U.S. bank, unless otherwise specified by Celebrity DC Patent Lawyer.

J.  Late payments shall incur interest at the rate of [number] Percent ([#]%) per month from the date such payments were originally due.

4. PROMOTIONAL APPEARANCES
A. If requested to do so by Intellectual Property Law Co., Celebrity DC Patent Lawyer agrees to make [himself/herself] available [number] times in each year of the Term for photographs for use in Intellectual Property Law Co.’s advertising.

B.  If requested to do so by Intellectual Property Law Co., Celebrity DC Patent Lawyer shall make [number] public appearance in each year of the Term for the purpose of promoting the Product. If no photo sessions are required by Celebrity DC Patent Lawyer in a given year, then Celebrity DC Patent Lawyer shall make [number] public appearances in that year.

C.  Intellectual Property Law Co. recognizes that Celebrity DC Patent Lawyer has a busy schedule as well as a desire to take land transportation in lieu of air transportation. As such, Intellectual Property Law Co. agrees to provide Celebrity DC Patent Lawyer with at least [number] days’ written notice of any photographic sessions or public appearances to permit Celebrity DC Patent Lawyer to properly schedule the session or appearance.

D.  With respect to each photo session or public appearance as defined above, Intellectual Property Law Co. agrees to pay all reasonable out of pocket expenses incurred by Celebrity DC Patent Lawyer in connection with such session or appearance. No other compensation shall be required.

E.  Intellectual Property Law Co. shall not schedule any such session or appearance at a time that would conflict with Celebrity DC Patent Lawyer’s performance of his or her obligations as a performer.

5. NOTICES AND PAYMENTS
Any notice required to be given pursuant to this Agreement shall be in writing and mailed to Celebrity DC Patent Lawyer at such address as is designated in writing to Intellectual Property Law Co. by certified or registered mail, return receipt requested, or delivered by a national overnight express service.

6. RECORD INSPECTION AND AUDIT
A. Celebrity DC Patent Lawyer or his or her representatives shall have the right, upon reasonable notice, to inspect Intellectual Property Law Co.’s books and records and all other documents and material in Intellectual Property Law Co.’s possession or control with respect to the subject matter of this Agreement. Celebrity DC Patent Lawyer shall have free and full access thereto for such purposes and may make copies thereof.

B.  In the event that such inspection reveals an underpayment by Intellectual Property Law Co. of the actual Royalty owed Celebrity DC Patent Lawyer, Intellectual Property Law Co. shall pay the difference, plus interest calculated at the rate of [number] Percent ([#]%) per month. If such underpayment be in excess of [number] UNITED STATES DOLLARS ($[#]) for any Royalty Period, Intellectual Property Law Co. shall also reimburse Celebrity DC Patent Lawyer for the cost of such inspection.

C.  All books and records relative to Intellectual Property Law Co.’s obligations hereunder shall be maintained and made accessible to Celebrity DC Patent Lawyer for inspection at a location in the United States for at least [number] years after termination of this Agreement.

7. ENDORSED PRODUCTS FOR CELEBRITY DC PATENT LAWYER’S USE
During the Term of this Agreement, Intellectual Property Law Co. shall supply Celebrity DC Patent Lawyer, at no charge, such amounts of Product as Celebrity DC Patent Lawyer may reasonably request for his or her own personal use or for distribution in connection with charitable events.

8. LABELING OF ENDORSED PRODUCTS
Each Product that is distributed or sold in the Territory shall have some part or all of Celebrity DC Patent Lawyer’s endorsement affixed thereto or imprinted thereon.

9. RESERVATION OF RIGHTS
A.  Subject to the terms of this Agreement, Celebrity DC Patent Lawyer shall retain all rights in and to his or her name, his or her right of publicity, and the endorsement and, whether during the Term or any extension thereof, Celebrity DC Patent Lawyer shall not be prevented from using, permitting, or licensing others to use his or her name or endorsement in connection with the advertisement, promotion, and sale of any product or service other than the Product or those that are substantially similar to the Product, including but not limited to all computer/video games, CD-ROMs, and/or interactive video of any form. Intellectual Property Law Co. and Celebrity DC Patent Lawyer agree that they shall take all necessary steps during the Term to protect the endorsement in connection with the advertisement, promotion, and sale of the Product.

B. It is understood and agreed that Celebrity DC Patent Lawyer shall retain all right, title, and interest in his or her likeness, name, and/or trademarks, where applicable, except as licensed hereunder.

C. The parties agree to execute any documents reasonably requested by the other party to effect any of the above provisions.

10. QUALITY CONTROL
A.  Intellectual Property Law Co. shall fully comply with the marking provisions of the intellectual property laws of the applicable countries in the Territory with respect to the Product bearing Celebrity DC Patent Lawyer’s name and likeness.

B.  The Products shall be of a high quality at least equal to comparable products manufactured and marketed by Intellectual Property Law Co. and in conformity with a standard sample approved by Celebrity DC Patent Lawyer.

C.  If the quality of a class of the Product falls below such a production-run quality, as previously approved by Celebrity DC Patent Lawyer, Intellectual Property Law Co. shall use its best efforts to restore such quality. In the event that Intellectual Property Law Co. has not taken reasonable steps to restore such quality within [number] days after notification by Celebrity DC Patent Lawyer, Celebrity DC Patent Lawyer shall have the right to terminate this Agreement.

D.  At least once during each calendar year, Intellectual Property Law Co. shall submit to Celebrity DC Patent Lawyer [number] samples of the Product for approval.

11. REPRESENTATIONS, WARRANTIES AND
INDEMNITY
A.  Celebrity DC Patent Lawyer represents and warrants that he or she has not granted nor will he or she grant to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Product or in connection with products that are identical or substantially similar to the Product.

B.  Celebrity DC Patent Lawyer further represents and warrants to Intellectual Property Law Co. that he or she has the full right, power, and authority to grant the Property herein.

C.  Celebrity DC Patent Lawyer further represents and warrants that he or she has not misrepresented or concealed anything with respect to his or her background that may have a prejudicial effect on the value of the endorsement, that he or she is in good health and does not plan to retire during the Term of this Agreement, and that he or she has not engaged nor will he or she engage during the Term of this Agreement in any activity (criminal or otherwise) that could potentially have a negative impact on the Product.

D.  Intellectual Property Law Co. agrees to defend, indemnify, and hold Celebrity DC Patent Lawyer harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against Celebrity DC Patent Lawyer based on the manufacture or sale of the Product including, but not limited to, actions founded on product liability.

E.  Celebrity DC Patent Lawyer agrees to defend, indemnify, and hold Intellectual Property Law Co., and its officers, directors, agents, and employees, harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against Intellectual Property Law Co. based on a breach by Celebrity DC Patent Lawyer of any representation and/or warranty made in this Agreement or with respect to any third-party claims for infringement involving the use of the Property by Intellectual Property Law Co..

12. INSURANCE
Intellectual Property Law Co. shall, throughout the Term of the Agreement, obtain and maintain at its own cost and expense from a qualified insurance Intellectual Property Law Co. licensed to do business in [state] and having a Moody’s Rating of B+ or better, standard Product Liability Insurance naming Celebrity DC Patent Lawyer as an additional insured. Such policy shall provide protection against all claims, demands, and causes of action arising out of any defects or failure to perform, alleged or otherwise, of the Product or any material used in connection therewith or any use thereof. The amount of coverage shall be as specified in Schedule A attached hereto. The policy shall provide for [number] days’ notice to Celebrity DC Patent Lawyer from the insurer by registered or certified mail, return receipt requested, in the event of any modification, cancellation, or termination thereof. Intellectual Property Law Co. agrees to furnish Celebrity DC Patent Lawyer a certificate of insurance evidencing such insurance prior to the manufacture, distribution, or sale of the Product.

13. TERMINATION
A. Celebrity DC Patent Lawyer shall have the right to terminate this Agreement upon [number] days prior written notice to Intellectual Property Law Co. in the event of the appearance of any of the following contingencies:

1. If Intellectual Property Law Co. is adjudicated insolvent, declares bankruptcy, or fails to continue its business of selling the Product; provided, however, that nothing contained in this Agreement shall obligate Intellectual Property Law Co. to sell any specific quantities of Product during the Term;

2. In the event Intellectual Property Law Co. fails to make payment to Celebrity DC Patent Lawyer of any sums due pursuant to this Agreement within [number] days that such payment is due; or

3. In the event that Intellectual Property Law Co. fails to maintain product liability insurance as herein provided.

B.  Intellectual Property Law Co. shall have the right to terminate this Agreement upon [number] days prior written notice to Celebrity DC Patent Lawyer or his or her legal representative in the event that Celebrity DC Patent Lawyer does any of the following:

1. Engages in illegal, immoral, or criminal conduct resulting in a felony conviction;

2. Misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made;

3. Appears in less than [number] [specify type of entertainment property, e.g., motion picture] and as a [specify role, e.g., sportscaster] in less than [number] [specify type of event, e.g., games] during any calendar year;

4. Engages in conduct contrary to the best interests of Intellectual Property Law Co.;

5. Engages in conduct that offends the sensitivities of a significant portion of the population;

6. Engages in conduct that could bring Celebrity DC Patent Lawyer into public disrepute; or

7. Retires from the entertainment or sports industry.

C.  Either party may terminate this Agreement upon [number] days’ written notice to the other party in the event of a breach of any provision of this Agreement by the other party, provided that, during the [number]-day period, the breaching party fails to cure such breach.

D.  Celebrity DC Patent Lawyer shall have the right to terminate this Agreement at any time upon [number] days’ written notice to Intellectual Property Law Co., such termination to become effective at the conclusion of such [number]-day period.

14. POST-TERMINATION RIGHTS
A.  Not less than [number] days prior to the expiration of this Agreement or immediately upon termination thereof, Intellectual Property Law Co. shall provide Celebrity DC Patent Lawyer with a complete schedule of all inventory of Product then on hand bearing the Property (the Inventory).

B.  Celebrity DC Patent Lawyer agrees that Intellectual Property Law Co. shall, for a period of [number] months (Sell Off Period) following the effective date of termination, have the right to continue to sell the Product bearing the Property that was manufactured or ordered prior to the effective date of termination. Such sales shall be made subject to all the provisions of this Agreement including the payment of a Royalty that shall be due within [number] days after the close of the Sell Off Period.

C. Upon the expiration or termination of this Agreement, all rights granted to Intellectual Property Law Co. under this Agreement shall forthwith terminate and immediately revert to Celebrity DC Patent Lawyer, and Intellectual Property Law Co. shall discontinue all use of and reference to the Property.

D. In the event of termination of this Agreement other than because of a breach by Celebrity DC Patent Lawyer of its representations and warranties, all monies paid to Celebrity DC Patent Lawyer shall be deemed nonrefundable. In the event of termination of this Agreement by Intellectual Property Law Co. because of a breach of any provision by Celebrity DC Patent Lawyer or pursuant to Paragraph 13(B), Intellectual Property Law Co. is hereby relieved of any further payment obligations to Celebrity DC Patent Lawyer.

15. RELATIONSHIP OF THE PARTIES
Celebrity DC Patent Lawyer’s performance of services for Intellectual Property Law Co. hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Celebrity DC Patent Lawyer and Intellectual Property Law Co..

16. FORCE MAJEURE
Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

17. JURISDICTION/DISPUTES
This Agreement shall be governed in accordance with the laws of the State of [State]. All disputes under this Agreement shall be resolved by litigation in the courts of the State of [State] including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

18. AGREEMENT BINDING ON SUCCESSORS
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

19. ASSIGNABILITY
Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.

20. WAIVER
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

21. SEVERABILITY
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

22. INTEGRATION
This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand and seal the day indicated.

[Intellectual Property Law Co.]    [Celebrity DC Patent Lawyer]

By:      By:
Title:     SSN:     Date:     Date:

SCHEDULE A TO AGREEMENT BETWEEN
[Intellectual Property Law Co.]
AND
[Celebrity DC Patent Lawyer]
DATED [date]

1. The Product
The Product is as follows: [specify name and type of product].

2. The Term
The Initial Term shall be [number] years. The Intellectual Property Law Co. shall have the right to renew this Agreement for an unlimited number of Extended Terms of [number] Years each, provided that it provides Celebrity DC Patent Lawyer with at least [number] days’ written notice at the conclusion of the then in-effect Term and it has paid Celebrity DC Patent Lawyer a minimum of at least [number] UNITED STATES DOLLARS ($[#]) during the then in-effect Term. Intellectual Property Law Co. shall have the right to supplement the actual earned royalties to Celebrity DC Patent Lawyer to achieve such [number] UNITED STATES DOLLARS ($[#]) minimum.

3. The Territory
The following countries shall constitute the Territory: [specify countries or territory].

4. Royalty Rate
The Royalty Rate is as follows: [number] Percent ([#]%).

5. Advance
The following Advance shall be paid upon execution of this Agreement: [number] UNITED STATES DOLLARS ($[#]).

6. Product Liability Insurance
[number] UNITED STATES DOLLARS ($[#]) combined single limit, with a deductible amount not to exceed [number] UNITED STATES DOLLARS ($[#]), for each single occurrence for bodily injury and/or for property damage.