Nautilus 2003 Annual Report Download - page 74

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5.4
Reversion. Upon termination of this Agreement, all rights granted to Licensee will terminate and revert to Licensor.
6.
GENERAL
6.1 Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, to which State the
parties agree to jurisdiction of its courts or to federal courts situated therein.
6.2 Indemnification. Licensee shall defend, indemnify and hold Licensor harmless from and against any and all damages, liabilities, costs,
losses, expenses, claims and/or judgments, including legal costs and reasonable attorneys’ fees which may result in connection with the
Direct Response Commercial or the manufacturing, marketing or distribution of the Product, unless resulting directly from Licensor’s
material breach of this Agreement or Licensor
’
s gross negligence or willful misconduct.
6.3
Litigation.
A.
So long as this exclusive license to Direct Focus, Inc. is in effect, Licensee shall have the authority, but not the obligation, to pursue
any and all litigation and/or potential litigation with third parties regarding said Product and any and all modifications and
improvements thereof. Licensee shall pay Licensor royalties on proceeds of any such action, after deducting all costs of litigation
including attorney fees, in accordance with percentages outlined in paragraph 4.2 (A).
B. Licensor shall make reasonable efforts to cooperate with Licensee in litigation and/or potential litigation with third parties being
pursued by Licensee.
C. Where Licensee chooses not to pursue a particular litigation matter, including a party who infringes Licensee’s exclusive rights
hereunder, Licensor shall have the authority, but not the obligation, to pursue the particular litigation matter. Licensee shall not be
obligated to pay any fees or expenses for litigation that Licensor chooses to pursue. Licensor shall not be obligated to pay Licensee
any proceeds from litigation commenced under this paragraph.
D. Licensee shall make reasonable efforts to cooperate with Licensor in litigation and/or potential litigation with third parties being
pursued by Licensor.
6.4 Modifications. No waiver, consent, modification, amendment or change of the terms of this Agreement shall be binding unless in writing
and signed by Licensee and Licensor.
6.5
Notices. Any notices required or permitted under this Agreement shall be in writing and delivered in person or sent by registered or
certified mail, return receipt requested, with proper postage affixed to Licensee: Direct Focus, Inc., attention Brian R. Cook, 2200 NE 65
th
Avenue, Vancouver, WA 98661, telephone (360) 418-
6177; to Licensor: Gary Piaget, P.O. Box 236, Deerharbor, WA 98243, telephone
(360) 376
-
7088.
6.6 Severability. In the event that any provision of this Agreement is held by a court of competent jurisdiction to be legally ineffective or
unenforceable, the validity of the remaining provisions shall not be affected, unless the intent of this Agreement is frustrated.
6.7
Assignment of Contract.
A.
Neither this Agreement nor the licenses granted herein may be assigned or otherwise transferred by Licensee or Licensor without
the other’s written consent. Such consent shall not be unreasonably withheld, except in connection with the sale of substantially all
of the assets of the business to which the Agreement pertains or any inter-company assignment. Any assignment or transfer without
such consent shall be null and void.
B. Subject to the restriction against assignment and transfer set forth in Paragraph A of this Article, this Agreement shall inure to the
benefit of and be binding upon the parties hereto, their subsidiaries, successors, assigns, and other legal representatives.