Agreement. Whereas, ThinkGeek is interested in creating products based on the Idea.

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1 Agreement This Agreement is entered into as of ( Effective Date ) by and between ( Inventor ), [ADDRESS] and ThinkGeek, Inc., a Delaware corporation with an office at Waples Mill Rd., Suite 100, Fairfax, VA Recitals: Whereas, Inventor owns the exclusive rights to the trademarks, copyrights, designs, and other properties generally described in Exhibit A (the Idea ). Whereas, ThinkGeek is interested in creating products based on the Idea. Now therefore, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Scope of Agreement 1.1 ThinkGeek will endeavor to create products using the Idea ( Products ) but is not obligated to produce the item and commits to no development timeframe. 1.2 ThinkGeek shall have full creative control over the Product and the right to decide, in its sole discretion, the name and price of the Product (including whether to manufacture the Product). 1.3 Inventor can purchase units at 15% above ThinkGeek's actual cost (FOB point of manufacture) and sell those units under the following channels: 1. Inventor's website, 2. Trade shows and conventions which the inventor attends; provided in each instance such sales are to general consumers, and not wholesale customers, retailers or distributors. In addition, Inventor will not sell the 1

2 Products for less than the prices charged by ThinkGeek to its retail customers. 2. Payments 2.1 Within fifteen days of the Effective Date, ThinkGeek shall pay the Inventor a one-time recoupable advance of One Thousand Dollars ($1,000). In addition, the inventor shall receive ten percent (10%) of the amounts actually received from sales of the Products ( Net Sales ) for Net Sales up to One Million Dollars ($1,000,000); for Net Sales in excess of One Million Dollars ($1,000,000), Inventor shall receive Five Percent (5%) of Net Sales. Net Sales is less any credits or refunds for returned or defective Products, and less any credit card or similar payment related charges. Net Sales does not include any shipping costs collected from an end customer for payment of the costs of shipping the Product to the end customer. Additionally, Net Sales does not include taxes that are imposed on an end customer, such as sales, use, excise, valueadded and other similar taxes, that are received from such customer by ThinkGeek for payment to governmental authorities. 2.2 ThinkGeek shall bear all development costs for the Product; provided Inventor agrees to to provide personal consulting services to assist in product development as directed by ThinkGeek (at no cost to ThinkGeek). 2.3 ThinkGeek shall remit to Inventor within forty-five (45) days after the end of each calendar quarter the applicable royalties and a written statement of the royalties due provided such Royalties are are greater than $100; otherwise, such Royalties shall be held by ThinkGeek until such time as the quarterly amount exceeds $ Intellectual Property 2

3 3.1 Inventor grants ThinkGeek the exclusive worldwide, perpetual, irrevocable, sublicensable right to create Products arising out of the Idea, and manufacture, market, design, reproduce, distribute, export, use and sell the Products, and modify, make derivative works or make improvements to the Idea ( Modifications ). Such Modifications shall be owned by ThinkGeek. 3.2 Inventor will during and after the Term assist ThinkGeek to document, secure, maintain and defend, all copyrights, patents, trade secrets, and other proprietary and intellectual property rights to the Idea, Modifications and the Product. 3.3 Inventor agrees that ThinkGeek has the worldwide, perpetual, irrevocable, sublicensable right and permission to use the name, voice, image and likeness in any medium for the purposes of advertising, marketing and selling the Product. 4. Warranties 4.1 Inventor warrants that it has the right and authority to enter into this Agreement and that the Idea does not infringe any patent, trademark, copyright or other intellectual property right of a third party. 4.2 Each party shall comply with all applicable laws and regulations. 5. Indemnification Inventor shall indemnify, defend and hold harmless ThinkGeek and its agents from and against any action that is brought against ThinkGeek and all related losses that are incurred by the Licensee, provided that the Licensor shall not be obligated to indemnify the Licensee or any of its Representatives in any Action or for any 3

4 Losses incurred in relation to, arising out of or resulting from, in whole or in part from the Idea. 6. Limitation of Liability 6.1 IN NO EVENT WILL THINKGEEK OR ANY OF ITS REPRESENTATIVES BE LIABLE UNDER THIS AGREEMENT TO THE INVENTOR OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, DATA, REVENUE OR PROFIT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE INVENTOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6.2 IN NO EVENT WILL THINKGEEK S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE LICENSOR PURSUANT TO THIS AGREEMENT YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. 7. Term Either party may terminate this Agreement in the event a material breach which has been uncured for more than thirty (30) days. This agreement will continue in effect for ten (10) years and will be automatically renewed for one (1) year periods unless either party gives notice thirty (30) days notice prior to the end of the then current term. All rights hereunder shall be extinguished upon termination of this Agreement (except as set forth in Section 3.2) provided that ThinkGeek may continue to sell Products which 4

5 existed at the end of the then current term for a period of three (3) years. 8. Confidentiality 8.1 Each Party acknowledges and agrees that they each may gain access to or become familiar with the other Party's Confidential Information. Except as set forth herein, each Party, as the receiving Party of the other Party's Confidential Information, shall (a) protect and safeguard the confidentiality of the disclosing Party's Confidential Information with at least the same degree of care as the receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to perform its obligations under this Agreement, or otherwise in any manner to the Disclosing Party's detriment; (c) not disclose any such Confidential Information to any person or entity, except to the receiving Party's Representatives who (1) need to know the Confidential Information to assist the receiving Party, or act on its behalf, in relation to the Purpose or to exercise its rights under the Agreement; (2) are informed by the receiving Party of the confidential nature of the Confidential Information; and (3) are subject to confidentiality duties or obligations to the receiving Party that are no less restrictive than the terms and conditions of this Agreement; and be responsible for any breach of this Agreement caused by any of its Representatives. 8.2 The receiving Party may disclose the disclosing Party's Confidential Information pursuant to applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction (a "Legal Order"), provided that the receiving Party shall first make commercially reasonable efforts to provide the disclosing Party with prompt written notice of such requirement so that the disclosing Party may seek, at its sole cost and expense, a protective order or other remedy. 5

6 8.3 This Agreement shall not limit ThinkGeek s ability to market, develop and provide functionally comparable deliverables or services to others based on the same concepts, techniques and routines. This Agreement shall not preclude ThinkGeek from developing or providing deliverables or services that are competitive to the Idea, irrespective of their similarity. 9. General Provisions 9.1 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without giving effect to any choice or conflict of law provision or rule. The parties agree that venue for any dispute arising hereunder shall be the federal courts located in Alexandria, Virginia, or state courts located in Fairfax, Virginia. 9.2 EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 9.3 If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, it shall not affect any other term or provision of this Agreement. 9.4 All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the 6

7 third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated). 9.5 This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 9.6 No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. 9.7 The Inventor shall not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of ThinkGeek. Any purported assignment or delegation in violation of this Agreement shall be null and void. No assignment or delegation shall relieve the Licensee of any of its obligations hereunder. 9.8 Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the Parties. The relationship between the Parties shall at all times be that of independent contractors. Neither Party shall 7

8 have authority to contract for or bind the other in any manner whatsoever This Agreement, together with all exhibits attached hereto, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto. In the event of a conflict between the terms, provisions and conditions contained in the body of this Agreement and the terms, provisions and conditions contained in the Exhibits to this Agreement, the term, provisions and conditions contained in the body of this Agreement shall prevail. 8

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