n8consb2a1ex103_10427.htm


    
      

      

    

    
 

    Exhibit
      10.3


    TRADEMARK
      LICENSE AGREEMENT

    


    


    THIS
      AGREEMENT
      (“Agreement”) is made effective as of the ___ day of
      __________, 20__ (the “Effective Date”), between JAMES
      H. WATSON, JR., an individual, with an address at
      1869 W. Littleton Boulevard, Littleton, Colorado 80227
      (“Licensor”); and N8 CONCEPTS,
      INC., a Colorado corporation, located at 1869 W.
      Littleton Boulevard, Littleton, Colorado 80227
      (“Licensee”).

    


    RECITALS

    


    A.           Licensor
      is the owner of the following trademark (the
“Mark”):

    


    “RAIL
      RAT” (U. S. Serial Number
      77/286954).

    


    B.           As
      of the Effective Date of this Agreement, Licensor is the controlling shareholder
      of Licensee.

    


    C.           Licensor
      and Licensee have had an oral agreement by which License has been able to use
      the Mark in connection with its business, and the parties now desire to enter
      into a written agreement to that effect.

    


    AGREEMENT

    


    1.           Licensor
      grants Licensee an exclusive license to use the Mark (the
“License”) on and in connection with clothing, skateboards,
      in-line skates, snow boards, athletic protective pads for skate boarding,
      in-line skating, snowboarding, and such other goods and any services as may
      be
      desired by Licensee from time to time, subject to the advance written approval
      of Licensor, which approval will not be unreasonably withheld (collectively,
      the
“Goods and Services,” or separately, the
“Goods” or the “Services”).

    


    2.           If
      Licensor creates one or more new trademarks or service marks appropriate for
      the
      business of Licensee, the new mark(s) can added to this Agreement, and
      references in this Agreement to the Mark will be deemed to include new mark(s),
      upon written notification from Licensor to Licensee specifying the new
      mark(s).

    


    3.           In
      consideration for this License, Licensee agrees to pay to Licensor an annual
      fee
      of $100.00.

    


    4.           Licensee
      agrees to use the Mark only in connection with the Goods and
      Services.  Licensee further agrees to offer only Goods and Services
      under the Mark that meet the minimum standards and specifications of quality
      and
      as otherwise established Licensor (the “Standards and
      Specifications”).  The minimum Standards and Specifications
      are set forth or described in the attached Rider, and made a part of this
      Agreement.

    


    5.           Licensor
      has the right to determine whether the Goods and Services being offered by
      Licensee are consistent with the Standards and
      Specifications.  Licensor has the right to require from time to time
      that Licensee submit samples of the Goods to Licensor for
      inspection.  Licensee agrees to provide to Licensor or his
      representatives access to its business premises and the business premises of
      its
      sub-franchisees (as may be permitted below in this Agreement) to enable Licensor
      to inspect the Goods or to inspect the performance of the Services (if any
      are
      sold under the Mark).  Upon request from Licensor,

    


    
      
        
                    

           

        

        
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    Licensee
      agrees to submit to Licensor samples of advertising and promotional materials
      bearing the Mark that Licensee proposes to use, or is using.

    


    6.           Licensee
      recognizes and acknowledges that the Mark, all rights in the Mark, and the
      goodwill pertaining to the Mark belong exclusively to Licensor, and that all
      rights resulting from its use of the Mark inure to the benefit of
      Licensor.

    


    7.           Licensee
      agrees that it may sublicense the Mark to other parties only with the advance
      written approval of Licensor, which approval will not be unreasonably withheld,
      and only under agreements (the “Sub-License Agreements”) that
      require: (a) that the sub-licensee acknowledges Licensor’s ownership and rights
      in the Mark, as required of Licensee in the preceding paragraph; and (b) that
      the sub-licensee supply the Goods and Services only in conformance with the
      Standards and Specifications.  Sub-licensees that have been approved
      by Licensor, and that have a valid Sub-License Agreement with Licensee, are
      referred to below in this Agreement as “Authorized
      Sub-Licensees”).

    


    8.           Licensee
      agrees to strictly enforce the terms of any Sub-License Agreements, unless
      otherwise agreed by Licensor.

    


    9.           Licensor
      warrants that it is the sole owner of all rights in the Mark and that this
      Agreement and the rights licensed by it do not violate any other party’s rights
      or interests.  Licensor agrees that Licensee will have no liability,
      and Licensor will indemnify, defend, and hold Licensee harmless against any
      and
      all damages, liabilities, attorneys’ fees or costs incurred by Licensee in
      defending against any third-party claims or threats of claims under trademark
      or
      unfair competition or deceptive trade practices acts arising from Licensee’s or
      any of its Authorized Sub-licensees’ use of the Mark in accordance with this
      Agreement.  Licensee may appear through counsel of its own choosing to
      defend itself or its sub-licensees against any such action.

    


    10.           Licensee
      agrees that Licensor shall have no liability, and Licensee will indemnify,
      defend, and hold Licensor harmless against any and all damages, liabilities,
      attorneys’ fees or costs incurred by Licensor in defending against any
      third-party claims or threats of claims arising from the business or products
      of
      Licensee or its Authorized Sub-Licensees, or Licensee’s or its Authorized
      Sub-Licensees’ use of the Mark other than in full compliance with this
      Agreement.  Licensor may, at its own expense, appear through counsel
      of its own choosing to defend itself in any such action.

    


    11.           The
      term of this Agreement and the License granted under it will be 10 years from
      the Effective Date.  Licensee may terminate this Agreement and the
      License at any time upon written notice to Licensor.  This Agreement
      and the License will be automatically renewed for additional 10-year terms,
      and
      may not be terminated by Licensor, unless any of the following events occur:
      (a)
      Licensee ceases to do business; (b) Licensee ceases to operate a business
      offering the Goods and Services under the Mark and ceases to have Authorized
      Sub-Licensees using the Mark; (c) Licensee fails to comply with any of the
      terms
      of this Agreement, provided that Licensee shall have 30 days after the receipt
      of written notice from Licensor of the breach in which to cure the breach;
      or
      (d) Licensor and Licensee agree to an earlier termination or non-renewal of
      this
      Agreement.

    


    12.           Licensor
      agrees that if this Agreement expires or terminates for any reason, it will
      continue to permit any Authorized Sub-Licensees that are not in default of
      their
      Sub-License agreements, to continue to use the Mark as permitted by their
      Sub-License agreements, if those agreements are in compliance with the terms
      of
      this Agreement; provided however, that Licensee agrees to, and does assign
      the
      effective Sub-License Agreements to Licensor or its successor or
      assigns.

    


    


    
      
        
           

        

        
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    13.           Licensor
      may assign or otherwise transfer this Agreement to any party that acquires
      the
      ownership of the Mark.  Licensee may not assign or otherwise transfer
      this Agreement without the prior written consent of Licensor, which consent
      will
      not be unreasonably withheld.

    


    14.           This
      Agreement contains the entire agreement between the parties relating to its
      subject matter, and all prior proposals, discussions or writings are
      superseded.  The terms of this Agreement will be binding upon and will
      inure to the benefit of the parties and their successors, heirs, and
      assigns.

    


    15.           This
      Agreement and the Licenses will be governed, construed, and enforced in
      accordance with the laws of the state of Colorado.  The exclusive
      forum for any disputes under this Agreement or otherwise concerning the License
      will be the State and Federal Courts located in Colorado.

    


    


    N8
      CONCEPTS,
      INC.

    


    ___________________________                             
      By:     ___________________________

    James
      H. Watson,
      Jr.                                                      James
      H. Watson, Jr.

    President

    


    


    
      
        
           

        

        
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    STANDARDS
      AND SPECIFICATIONS RIDER

    


    


    Licensor
      establishes the following initial standards and specifications for the Services
      and Goods offered and sold by Licensee under the foregoing License:

    


    [Set
      forth the basic standards and specifications for the
      Goods.]

    


    


    


    Licensor
      establishes the following initial standards and specifications for advertising
      and promotional materials using the Mark:

    


    [Set
      forth the basic standards and specifications for advertising and promotional
      materials.]

    


    


    


    
      
        
           

        

        
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