Nautilus 2009 Annual Report Download - page 226

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16.2.3. The royalty rate for the licenses to the Nautilus Patents shall increase to 5% of Net Sales of Fitness Products
incorporating the invention of a Nautilus Patent.
16.3. Upon assignment of this Agreement to any party, in addition to the modifications specified above, the licenses to Other
Intellectual Property of §§ 2.7 and 2.15 and the covenant-not-to-sue under “any Nautilus owned or licensed intellectual
property rights
”
of § 2.23 shall terminate.
16.4.
This Agreement shall terminate in the event that Buyer or any assignee uses any Licensed IP to sell or offer to sell products in
the Retail or Direct Channels without the express written consent of Nautilus.
17.
General Provisions.
17.1.
Nautilus warrants it owns or is licensed to grant the rights, licenses, covenants, and future assignments granted in this
Agreement.
17.2.
Entire Agreement.
The Asset Purchase Agreement, License, and the attached Schedules contain the entire agreement of the
parties relating to licensing of intellectual property rights from Nautilus to Buyer, and supersedes all existing agreements and
all other oral, written or other communications between the parties relating to its subject matter.
17.3.
Modifications and Amendments:
This License Agreement cannot be modified except in a writing signed by all of the parties
and that expressly recites that the writing is an amendment to or a modification of this License Agreement.
17.4.
Compliance with Laws:
Buyer shall at all times comply with all applicable laws, statutes, rules, regulations and ordinances,
including without limitation those governing wages, hours, desegregation, employment discrimination, health and safety, and
equal opportunity laws and regulations to the extent that they are applicable.
17.5.
Nonwaiver
. No failure on the part of Buyer or Nautilus to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise by Buyer or Nautilus of any right hereunder preclude any
further exercise thereof of such right or of any other right.