MEMORANDUM OF UNDERSTANDING
The following represent the agreed terms with respect to the licensing
agreement ("The Agreement") between G-Form LLC and Forward Inc
August 26, 2011
1. ALL G-FORM PRODUCTS THAT CURRENTLY EXIST AND ALL FUTURE PRODUCTS WITH THE
G-FORM LOOK WILL BE SOLD UNDER THE G-FORM BRANDING.
2. FORWARD BRANDED PRODUCTS INCORPORATING G-FORM TECHNOLOGY (HEREINAFTER "THE
TECHNOLOGY") WILL GENERALLY BE DISTINGUISHED BY A MORE OFFICE-ORIENTED
LOOK.
THEY WILL INCLUDE SUCH THINGS ALREADY BEING WORKED ON AND NEW
PRODUCTS DEVELOPED AT FORWARD'S DIRECTION AND WILL CONTINUE TO HAVE A
DISTINCTLY DIFFERENT LOOK FROM THE G-FORM BRANDED PRODUCTS.
3. FORWARD PRODUCTS INCORPORATING THE TECHNOLOGY WILL INCLUDE MUTUALLY
AGREEABLE G-FORM CO-BRANDING AS PREVIOUSLY ENVISIONED (E.G., "POWERED BY
G-FORM").
4. JOINT IP CAN BE USED BY FORWARD IN FORWARD BRANDED PRODUCTS AND MAY ALSO BE
USED BY G-FORM IN G-FORM BRANDED PRODUCTS; THE LOOKS NEED TO BE MADE
DISTINCT PER THE ABOVE GENERAL GUIDELINES.
5. G-FORM WILL BEAR ALL COSTS ON ITS IP.
FORWARD AND G-FORM WILL SHARE [*] IN
COSTS RELATING TO JOINT P. FORWARD WILL BEAR ALL COSTS ON ITS OWN IP.
6. FORWARD'S LICENSED TERRITORY TO SELL ITS PRODUCTS WILL BE THE FOLLOWING:
a. THE SALE OF FORWARD BRANDED PRODUCTS INCLUDING THE TECHNOLOGY TO ANY IT
FOCUSED STORE IN ANY COUNTRY BUT SPECIFICALLY EXCLUDING SPORT RELATED OR
LIFESTYLE STORES THAT LACK IT FOCUS.
b. THE SALE OF FORWARD BRANDED PRODUCTS INCLUDING THE TECHNOLOGY TO ANY B TO B
OPPORTUNITIES SUCH AS HP, LENOVO, AND ANY CORPORATE OPPORTUNITIES THAT ARE
NOT CONSUMER MARKET OUTLETS HOWEVER SPECIFICALLY EXCLUDING SALES TO MILITARY
OR THROUGH MILITARY CHANNELS.
c. THE SALE OF CURRENT G-FORM BRANDED ELECTRONIC PROTECTION PRODUCTS TO ANY IT
FOCUSED STORE OR B TO B OPPORTUNITY IN ANY COUNTRY UNTIL SUCH TIME WHEN
FORWARD IS ABLE TO LAUNCH ITS OWN FORWARD-BRANDED PRODUCT LINE.
FOR SUCH
SALE OF G-FORM BRANDED PRODUCT PRIOR TO SUCH LAUNCH, G-FORM AND FORWARD WILL
SPLIT [*] THE CONTRIBUTION MARGIN (DEFINED AS NET SALES LESS ALL DIRECT
VARIABLE COSTS, INCLUDING COST OF GOODS SOLD, SALES COMMISSIONS, AND
DELIVERY CHARGES) OF THESE G-FORM BRANDED PRODUCTS SALES AND THE ROYALTY
RATE IN BULLET #10 WILL NOT APPLY TO THESE SALES.
[*] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission.
Confidential treatment has been
requested with respect to the omitted portions.
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d. AFTER FORWARD LAUNCHES ITS OWN FORWARD-BRANDED PRODUCT LINE, FORWARD MAY
SELL G-FORM BRANDED ELECTRONIC PROTECTION PRODUCTS TO ANY B TO B OPPORTUNITY
IN ANY COUNTRY, BUT THE COMPENSATION FOR SUCH SALES WILL BE BY MUTUAL
AGREEMENT, ON A CASE BY CASE BASIS, AND THE ROYALTY RATE IN BULLET #10 WILL
NOT APPLY.
7.
G-FORM MAY SELL ITS OWN BRANDED PRODUCTS IN ANY AREA, HOWEVER ANY SALES BY
G-FORM INTO US IT FOCUSED RETAIL STORES (E.G., STAPLES, BEST BUY) SHALL BE
CREDITED TOWARDS FORWARD'S ROYALTY (I.E. G--FORM NET SALES MULTIPLIED BY
[*] (FORWARD'S ROYALTY RATE IN BULLET #10 BELOW)).
8.
FORWARD WILL HAVE THE EXCLUSIVE RIGHT TO USE THE TECHNOLOGY IN