The Bunjee Dealer License Agreement

All licensed Bunjee dealers are required to agree to the basic dealership terms outlined below, however, this published version of the agreement is not binding. Please contact us to obtain an authentic Dealer License Agreement.

In consideration of the mutual covenants and promises herein, Bunjee CueSports International, Inc , a Colorado Corporation, herein after called ("Licensor"), hereby grants to you the dealer ("Licensee"), and Licensee hereby accepts the right, privilege and non-exclusive license to market, sell, and service licensed BUNJEE and BUNJEE JUMPER products (“Products”), and to use the BUNJEE/BUNJEE JUMPER trademarks and/or logos (“Names”) according the following terms:

1) Name Ownership. Licensee agrees that the Names are the sole property of Bunjee CueSports International, Inc and that Licensee has no interest whatsoever in such Names, and Licensee shall use the Names only for so long as the license granted hereby remains in full force and effect. Licensee agrees not to take any actions or aid or assist any other party to take any actions that would infringe upon, harm or contest the proprietary rights of Bunjee CueSports International, Inc in and to the Names.

2) Licensing Authority. Bunjee CueSports International, Inc is the exclusive owner of the Names and therefore has the authority to grant licenses for the manufacturing, import, distribution, and sale of Products, and for the use of the Names. Bunjee CueSports International, Inc is the exclusive licensing authority and trade rights administrator regarding the Names and Products and therefore has the power to grant the rights described herein.

3) Exclusivity. Licensor grants non-exclusive rights to Licensee authorizing Licensee to use the Names for the sale and marketing of the licensed Products, and to sell and or service the licensed Products in the territory of United States and no other territory in accordance with the terms outlined in this Agreement. This Agreement does not grant Licensee any rights to import, export for resale, or distribute the licensed Products bearing or not bearing the licensed Names, legitimate or otherwise. Licensee agrees to not obtain the Product from any source other than from Licensor or its licensed suppliers, and to require that each Licensee contractor, agent, representative selling or handling Products on behalf of Licensee will comply with the same limitations and restrictions imposed by this Section, and to take all reasonable and legal steps to enforce such limitations and restrictions on each Licensee contractor, agent, representative selling or handling the Licensed Products. This Agreement shall not be construed to prevent Licensor from granting any other licenses to parties within proposed territory for the use of the Names, sale, or distribution of licensed Products. This Agreement shall be construed not to prevent Licensor from utilizing the Names in any manner whatsoever in any territory so long as this Agreement is in full effect. This Agreement shall not be construed to prevent Licensor from selling Products to any other party in Licensee’s territory so long as this Agreement is in full effect.

4) Term. The initial term of this Agreement shall commence upon (no date before Janurary 1, 2004) (the "License Effective Date") and shall continue for one (1) calendar year (“Initial Term”) and automatically continue from year to year (a “Contract Year”) so long as said intellectual property is under protection of U. S. Laws and Licensee is duly Licensed to use the Names and to market, distribute, sell or service Products bearing the Names unless sooner terminated in accordance with the provisions hereof.

5) License Fee. Licensee will not be be required to pay any licensing fees.

6) Good Will. Licensee recognizes that there exists great value and good will associated with the Names, and acknowledges that the Names and all rights therein and good will pertaining thereto belong exclusively to Licensor, and that the Names have a secondary meaning in the mind of the public.

7) Use of Names, Licensor's Title and Protection of Licensor's Rights. Licensor intends to protect its intellectual property by utilizing appropriate channels available to Licensor for such purposes, therefore Licensee shall use the Name at all times for the Business of Licensee and no other purposes, according to the following terms:
    A) Licensee shall have the right to affix only approved forms of the Names to their building and/or sign, website, and catalog and shall have the right to cause only approved forms of the Names to be printed, copied, displayed, and used for advertising and marketing purposes, irregardless of publishing method. Licensee shall have no right to affix the Names to any other building, sign, merchandise or other item without first obtaining Licensor's express written consent.
    B) Licensee agrees that it will not during the term of this Agreement, or thereafter, attack the title or any rights of Licensor in and to the Names or attack the validity of the license granted herein.
    C) Licensee agrees to assist Licensor to the extent necessary in the procurement of any protection or to protect any of Licensor's right to the Names, and Licensor, if it so desires, may commence or prosecute any claims or suits in its own name or in the name of Licensee or join Licensee as a party thereto. Licensee shall notify Licensor in writing of any infringements or imitations by others of the Names which may come to Licensee's attention, and Licensor shall have the sole right to determine whether or not any action shall be taken on account of any such infringements or imitations. Licensee shall not institute any suit or take any action on account of any such infringements or imitation without first obtaining the written permission of Licensor.
    D) Licensee agrees to cooperate fully and in good faith with Licensor for the purpose of securing and preserving Licensor's rights in and to the Names, and Licensor shall reimburse Licensee its reasonable costs for such cooperation (unless Licensee is in breach of this Agreement). It is agreed that nothing contained in this Agreement shall be construed as an assignment or grant to the Licensee of any right, title or interest in or to the Names, it being understood that all rights relating thereto are reserved by Licensor with respect for the license hereunder to Licensee of the right to use and utilize the Names only as specifically and expressly provided in this Agreement. Licensee hereby agrees that at the termination or expiration of this Agreement, Licensee will be deemed to have assigned, transferred and conveyed to Licensor any trade rights, equities, good will, titles or other rights in and to the Names which may have been obtained by Licensee or which may have vested in Licensee in pursuance of any endeavors covered hereby, and that Licensee will execute any instruments requested by Licensor to accomplish or conform the foregoing. Any such assignment, transfer or conveyance shall be without other consideration than the mutual covenants and considerations of this Agreement.

8) Termination.
    A) The rights granted to Licensee hereunder may be terminated by Licensor upon immediate notice without the opportunity to cure should any of the following events occur:
        (1) Licensee admits in writing its inability to pay its debts generally as they become due;
        (2) Licensee files a petition in bankruptcy or a petition to take advantage of any insolvency act;
        (3) Licensee makes an assignment for the benefit of its creditors;
        (4) Licensee consents to the appointment of a receiver of itself or of the whole or any substantial part of its property;
        (5) on a petition in bankruptcy filed against it, Licensee be adjudicated as bankrupt;
        (6) Licensee files a petition or answer seeking reorganization or arrangement under the bankruptcy laws or any other applicable law or statute;
        (7) Licensee becomes subject to a final order, judgment or decree entered by a court of competent jurisdiction appointing, without the consent of Licensee, a receiver of Licensee or of the whole or any substantial part of its property or approving a petition filed against Licensee seeking reorganization or arrangement of Licensee under the bankruptcy laws or any other applicable law or statute;
        (8) Licensee fails or refuses to perform any other obligation created by this Agreement of Licensee breaches any term or condition of this Agreement or any other agreement between Licensee and Licensor or its affiliates;
        (9) Licensee makes any misrepresentations relating to the acquisition of the license granted herein, or Licensee or any of Licensee's shareholders, officers, directors, or managing personnel engages in conduct which reflects unfavorable on the Name or upon the operation and reputation of the Licensor's business;
       (10) Licensee or any of Licensee's shareholders, officers, directors, or managing personnel is convicted of a felony or any other criminal misconduct which is relevant to the operation of the business of Licensee.
       (11) Licensee becomes deceased or mentally incapacitated.
       (12) Licensee is found by Licensor to have violated trademark infringement laws concerning the Names, or is found to have circumvented channels concerning purchases and distribution of Products established within this Agreement.
    B) The rights granted hereunder may be otherwise terminated as follows:
        (1) By Licensee upon fifteen (15) days written notice to Licensor for failure by Licensee to make payment for Products when due, unless such failure is cured within the fifteen (15) day period; or
        (2) By either party if (I) the other party is in material breach of its obligations hereunder and such breach continues uncured for a period of thirty (30) days after written notice to the defaulting party, or (II)the other party makes a general assignment for the benefit of it creditors, appoints or has appointed a receiver, trustee in
bankruptcy or similar officer to take charge of all or part of its property, files or has a petition filed against it in any bankruptcy (unless such petition is dismissed within sixty (60) days of its filing), and/or is adjudged insolvent or bankrupt, or (III) the other party chooses to discontinue its obligations hereunder and provides written notice of intent to terminate this License.
    C) In the event of termination of this License for any reason listed in this Section 8 subsections A or B, Licensee shall immediately cease all use of the Names and shall not thereafter use any name, mark or trade name similar thereto, cease to sell, manufacture and/or distribute licensed Product and to surrender all Product bearing the Names. The purpose of this Section 8 subsections C shall be construed to prevent Licensee from assigning, granting or selling licensed Product to an unauthorized agent or to any other party who is not properly licensed by Licensor, and to protect Licensor’s interest in and to the Names in the event this License is terminated.

    D) In the event of termination of this License for any reason listed in this Section 8 subsection A paragraphs 8, 9 or 12, Licensee shall not be entitled to compensation if Licensee must surrender licensed Product in accordance with this Section 8 subsection C. Licensor shall arrange for appropriate compensation for surrender of licensed Product if this license is terminated for reasons other than those listed in this Section 8 subsection A paragraphs 8, 9 or 12. For the purpose of this section, Appropriate Compensation shall be fair and decided by Licensor based on reason(s) for termination. Termination of the license under the provisions of this Section shall be without prejudice to any rights Licensor may otherwise have against Licensee.

9) Limited Marketing Support. Licensor shall provide limited marketing support as follows:
    A) Licensor shall include references to Licensee in its advertising endeavors where appropriate.
    B) Licensor shall include Licensee’s contact and business location information in Licensor’s Web server database for the purpose of making said information available to the general public in an effort to authenticate Licensee as an authorized dealer of the Products, and Licensee shall authorize Licensor to utilize Licensee’s contact and business location information for such a purpose.
    C) Licensor may make available to Licensee from time to time additional promotional assistance as Licensor deems appropriate.

10) Purchase and Sale of Product.

10.1) Purchase and Sale. Subject to the terms and conditions set forth herein, Licensor agrees to sell and Licensee agrees to purchase Products in accordance with Licensee's purchase orders. In this regard:

10.2) Purchase Orders. Licensee shall submit its purchase orders for the Product to Licensor or its designated supplier(s) via telephone, FAX, or Web site, and Licensee agrees to not attempt import or purchase of licensed Products from any source other than Licensor or Licensor’s designated supplier(s) as authorized by Licensor hereafter.

10.3) Acceptance of Purchase Orders. Within five (5) business days of receipt of a purchase order from Licensee, Licensor or its designated supplier(s) may request in writing a modification of the Product designations, quantities, delivery dates, and special shipment instructions specified thereon. The failure of Licensor or its designated supplier(s) to request a modification or to reject a purchase order within the five (5) business day period shall be deemed an acceptance thereof. Upon actual or deemed acceptance of a purchase order by Licensor or its designated supplier(s), a binding contract for the sale and purchase of Product shall exist between Licensor or its designated supplier(s) and Licensee in accordance with this Agreement and Licensee's purchase order. If Licensor or its designated supplier(s) requests modification of any of the aforementioned terms of Licensee's purchase order, then Licensee shall have five (5) business days following receipt of the request to accept or reject the modifications made by Licensor or its designated supplier. If Licensee does not respond or object to a modification request within five (5) business days of receipt, the modifications specified thereon shall be deemed accepted by Licensee. Upon Licensee's actual or deemed acceptance of purchase order modifications by Licensor or its designated supplier(s), a binding contract for the sale and purchase of Products shall exist between Licensor and Licensee in accordance with this Agreement and Licensee's purchase order as so modified. The foregoing modification procedure shall apply only with the regard to Product designations, quantities, delivery dates, and special shipment instructions. With respect to all other terms, Licensor or its designated supplier(s) and Licensee agree that the terms and conditions of this Agreement shall apply to the sale of Product hereunder and cannot be modified or amended except as provided in this Section 10.3.

10.4) Non-Conforming Orders. Licensor or its designated supplier(s) will use reasonable commercial efforts to fill non-conforming purchase orders for Products in accordance with Licensee's requests. Orders shall be considered conforming when submitted in accordance with this section 10.

10.5) Shipment. Subject to Product availability, Licensor will ship Product to Licensee from Licensor's location or cause its designated supplier(s) to ship to Licensee the Product to the delivery destination(s) specified in Licensee's purchase orders. Licensor or its designated supplier(s) shall arrange prepaid insured common carrier transportation of the Products in accordance with Licensee's instructions, at Licensee's expense. Licensor and its designated supplier(s) agree to not under-ship or over-ship by more than ten percent (10%) without Licensee's prior written consent.

10.6) Quality control, Inspection of Product, Product Warranty. Licensee shall return all defective product to Licensee or its designated supplier(s), or as otherwise directed by Licensor, for credit or replacement within fifteen (15) days of receipt of a shipment. If Licensee fails to report and return defective product within fifteen (15) days after receiving a shipment, the shipment shall be deemed accepted by Licensee, and the sale is final. Further, Licensee agrees to remit or refer all product complaint issues or product returns to Licensor or its designated office(s) established for such customer services. Licensor shall publish its policies and procedures regarding the handling of consumer product returns and complaints via Licensor’s Web site where the general public may have access to such information at any time.

10.7) Delivery, Title and Risk of Loss. For purposes of this Agreement, delivery of Product to Licensee will occur when the Products are placed in the possession of the common carrier by Licensor or its designated supplier(s). Title and risk of loss or damage with respect to the Products shall pass to Licensee upon delivery by Licensor.

10.8) Packaging for Shipment. Unless otherwise agreed in advance, all Product shall be packed by Licensor or its designated supplier(s) as it reasonably deems appropriate to minimize risk of loss or damage in transit, and do so in an economical manner.

10.9) Duties and taxes. At no time shall Licensor be held responsible for any fees, taxes, duties, tariffs or other costs associated with Licensee's purchases or sale of Product. All fees, taxes, duties, tariffs or other costs associated with Licensee's purchases or sales of Product are to be borne by Licensee.

11) Prices and Payment.

11.1) Product Prices. The suggested retail prices for the licensed Products will be established by Licensor, and Licensor shall award Licensee the privilege of purchasing the Products at a discounted rate of at least ##% for the first twelve (12) months of this Agreement (the first “Contract Year”), also calculated to be no more than ##% of the MSRP in US Dollars. Prices do not include applicable sales or use taxes and shipping costs (freight and insurance), which shall be separately stated on Licensor's invoices and borne by Licensee.

11.2) Price Changes. The MSRP may be revised at any time with respect to season and manufacturing costs.

11.3) Taxes. Licensee shall be responsible for all sales, use and other similar taxes applicable to Product supplied under this Agreement for its assigned territory, unless Licensee provides written proof of exemption.

11.4) Payment. Licensor shall issue invoices for Product purchases and Licensee shall remit payment in full no later than five (5) days after receipt of invoice unless Licensor or its designated supplier(s) authorize purchase terms otherwise hereafter. Payment will be made to Licensor or its designated supplier(s) in US funds. Payment methods include credit card, company check, or certified bank check. Licensor may grant Licensee other purchasing terms as Licensor may see fit with regard to credit worthiness, dollar amount in purchases, and Licensee’s payment history. Licensor may charge and Licensee agrees to pay a $50 USD returned check fee per each returned check submitted to Licensor by Licensee.

12) Compliance with Laws and Regulations. Licensee shall, and shall cause its shareholders, officers, directors, and managing personnel to, comply with all laws, rules and government regulations pertaining to its Business and shall not violate any laws that would create an adverse effect on the Names or marketability of the Product.

13) Relationship of Parties. Licensee shall not in any manner or respect be the legal representative or agent of Licensor and shall not enter into or create any contracts, agreements, or obligations on the part of Licensor, either expressed or implied, nor bind Licensor in any manner or respect whatsoever; it being understood that this Agreement is only a contract for the use of the Names and for the sale and marketing of the Products.

14) Other Licensees. Licensee agrees not to interfere in any manner with, or attempt to prohibit the use of the Names by, any other licensee duly licensed by Licensor. Licensee further agrees to execute any and all documents and assurances reasonably requested by Licensor to effectuate the licensing of the Names to any other party and agrees to cooperate fully with Licensor or any other licensees of Licensor to protect Licensor's lawful authority to use the Names.

15) Licensee Product Purchase Rates. Licensor shall supply licensed Products to Licensee at an MSRP discounted rate of ##% or more as may be established by Licensor from time to time for purchases in volume hereafter specified by Licensor.

16) Indemnification. Licensee and Licensor will defend, indemnify and hold the other harmless from and against any and all liabilities, losses, damages, cost and expenses (including legal fees) associated with any claim or action brought against either party for infringement of any US patent, copyright, documented or undocumented trade secret or other property right based upon the sale of the Product or use of the Names in accordance with this Agreement.

17) Miscellaneous.

17.1) Successors and Assigns. The rights and obligations of either party shall not be transferable without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. All obligations of the parties herein shall be binding upon their respective successors or assigns.

17.2) Choice of Laws. This Agreement shall be governed by, and its terms shall be construed in accordance with, the laws of the United States and the State of Colorado.

17.3) Waiver. No waiver or breach of any term or condition of this Agreement shall operate as a waiver of any other breach of such term or condition, or of any other term or condition, nor shall any failure to enforce any provisions hereunder operate as a waiver of such provision or any other provision hereunder.

17.4) Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, except in those instances where removal or elimination of such invalid, illegal, or unenforceable provision or provisions would result in a failure of consideration under this Agreement, such invalidity, illegality or un-enforceability shall not effect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein.

17.5) Notices. All notices hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, one day after delivery to a nationally recognized overnight delivery service, charges prepaid, three days after being sent by registered or certified mail, postage prepaid, to the parties at their respective addresses indicated below, or to such other address as any party shall have specified by notice to the other in accordance with this Section. Purchase orders, forecasts and other routine business forms (and any notices not sent in accordance with the foregoing) shall be effective only upon receipt.

17.6) Headings. Headings used in this Agreement are for the purpose of reference only and are not to be considered in construction or interpretation of this Agreement.

17.7) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.

17.8) Entire Agreement; Amendment. This Agreement, including the Exhibits (if any), contains the entire Agreement between the parties relating to the subject matter hereof. All prior agreements and all prior negotiations, representations and communications relating to the same subject are superseded by this Agreement. This Agreement may not be modified other than by a written document signed by an authorized representative of each party.

18) License Effective Date. This Agreement shall become binding upon (no date before Janurary 1, 2004) the date both Licensee and Licensor affix their signatures accordinly below.


Licensor Contact Information:

Bunjee Cue Sports Group
Licensing & Technology
P.O. Box 168
Trinidad, CO 81082 USA
Phone: (719) 302-2952
Fax: (719) 846-6309
team@bunjeecuesports.com