Nautilus 2009 Annual Report Download - page 146

(ii) Other Retail Channel: For 18 months from the effective date of this Stairmaster Technology Agreement, Nautilus shall have the
exclusive license to, and Buyer shall have no right to, use the Stairmaster Marks in the Other Retail Channel.
(iii) These licenses are non-assignable and non-transferable except that Nautilus may transfer/assign this license to a successor-in-
interest of Nautilus. For purpose of clarification, Nautilus has no license to use any of the Stairmaster Marks in the Commercial Channel.
Any and all usage of the Stairmaster marks by Nautilus will be for products meeting Buyer’s quality standards. The Parties agree that
products having a quality that is at least equal to the quality of products currently being sold by Nautilus under the Stairmaster Marks meet
Buyer’s quality standards. Any use by Nautilus of the Stairmaster Trademarks under the license to Nautilus of this Section 2.B of the
Stairmaster Technology Agreement shall be in accordance with Buyer’s Trademark usage guidelines that are applicable to Buyer’s own
Stairmaster Products. The Parties agree that any usage by Nautilus of the Stairmaster Trademarks in the manner currently being used by
Nautilus meet Buyer’s Trademark Usage Guidelines.
D. Copyright Transfer.
Subject to the terms of this Stairmaster Technology Agreement, Nautilus hereby assigns to Buyer all of Nautilus’ rights in
Copyrighted Works that are currently being used by Nautilus solely in connection with manufacturing and/or selling of Stairmaster
Products. To the extent Nautilus has any rights in Copyrighted Works being used by Nautilus in connection with making and selling both
Stairmaster Products and non-Stairmaster Trademarked Products (“Other Copyrighted Works”), and thus that are not being used by
Nautilus solely in connection with manufacturing and/or selling Stairmaster Products, and that are necessary to manufacture and sell
Stairmaster Products, Nautilus grants to Buyer a non-exclusive, non-transferable, non-assignable, non-sublicensable, worldwide, license to
reproduce, distribute, perform and make derivative works of any such Other Copyrighted Works solely in connection with Stairmaster
Products in the Commercial Channel and/or the Permitted Retail Channel.
E. Domain Name Transfer.
Subject to the terms of this Stairmaster Technology Agreement, Nautilus hereby assigns the Stairmaster Domain Names to Buyer.
Buyer agrees to only use the domain names in connection with websites selling Stairmaster Products in the Commercial Channel and/or the
Permitted Retail Channel.