Nautilus 2009 Annual Report Download - page 141

Exhibit 10.26
STAIRMASTER TECHNOLOGY TRANSFER
AND LICENSE AGREEMENT
THIS STAIRMASTER TECHNOLOGY TRANSFER AND LICENSE AGREEMENT (hereinafter “Stairmaster Technology
Agreement” or “Agreement”) relates to technology connected with the Nautilus Stairmaster business and is effective as of the date of signing by
the last of the parties to sign below and is by and between Xiamen World Gear Sports Goods Co., Ltd. a corporation organized under the laws of
the People’s Republic of China (“Buyer”), having a place of business at 27-29 North 2 Road, Xinglin, Jimei District, Xiamen City, Fujian
Province, People’s Republic of China and Nautilus, Inc. (“Nautilus”), a Washington corporation, having a place of business at 16400 SE
Nautilus Drive, Vancouver, WA. 98683. Buyer and Nautilus are referred to collectively herein as the
“Parties”. This Stairmaster Technology
Agreement is an exhibit to a Stairmaster Asset Purchase Agreement relating to the Nautilus Stairmaster business entered into on the same date
between Buyer and Nautilus. The parties agree as follows:
1. Definitions and Schedule
A. Unless expressly otherwise defined herein, the terms used in this Stairmaster Technology Agreement that are defined in the Stairmaster
Asset Purchase Agreement shall have the same meaning as defined in the Stairmaster Asset Purchase Agreement.
B. “And/or” shall mean “and”, “or” and both “and” and “or”.
C. “Affiliate” shall have the meaning set forth in rule 12b-2 of the regulations promulgated under the Securities Exchange Act in force as
of the effective date of this Stairmaster Technology Agreement.
D. “Stairmaster Asset Purchase Agreement” shall mean an agreement entered into between the Parties to which this Stairmaster
Technology Agreement is an exhibit.
E. “Commercial Channel” shall mean bona fide sales to commercial, corporate, and government entities that are not Affiliates of Buyer
and that provide access to the Stairmaster Products to multiple users, including fitness centers, gyms, health clubs, studios, hotels, resorts,
schools, military, and corporate employee centers. The Commercial Channel does not include and excludes all other sales or distributions
of Stairmaster Products, including but not limited to sales and other distributions: (a) to end users (non-commercial users, typically home
use) and
nd