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AGREEMENT FOR LICENSED KJ INSTRUCTOR

08.2016
This Agreement is made and effective as of Enter Date (“Effective Date”) between:

 RDM S.A., a Swiss corporation with its registered address at 2 Place de la Gare, 1950
Sion - Switzerland, hereinafter referred to as the “RDM”, and

 Enter Company Name, with its principal registered office located at Enter Address,
represented by its managing director, Enter Name, and hereinafter referred to as the
“Distributor”.

 Enter Instructor's Name, residing at Enter Address, hereafter referred to as


“Instructor”.

A. RDM is engaged in the design, development, production, manufacture and


distribution of a range of Rebound Shoes as well as various related Products and in
the creation and development of several Fitness Programs and exercises using
such Rebound Shoes under the trademark Kangoo Jumps®.

B. RDM is the sole worldwide exclusive licensee in regard to patents, trademarks,


service marks, copyrights and any other information / Intellectual Property Rights
pertaining to the Products and the Programs.

C. Distributor has been appointed by RDM to market RDM’s Products and Programs
on an exclusive basis within the geographical area of Enter Territory (“Territory”)

D. Instructor is residing in Enter Territory has been granted an Instructor license for
a specific (or several) Kangoo Jumps Fitness Program(s) after having successfully
completed an official Kangoo Jumps Fitness Program licensing workshop and
received an official Instructor license issued by RDM.

Subject to the terms and conditions of this agreement, RDM, Distributor and
Instructor agree as follows:

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ART. 1. INSTRUCTOR LICENSE - USE OF THE TRADEMARKS.

1.1. Grant of license. The Instructor license entitles Instructor to teach group or individual
fitness classes in the specific Program/s she/he is licensed for, but not to train other instructors.
The Instructor license does not entitle the Instructor to present the Program/s at large public
events without a Presenter license.

Instructor acknowledges that the license received has been granted on a non-exclusive basis to
use and offer the Program/s and to use the Copyrighted Works. Instructor may only use the
Trademarks and Copyrighted Works for advertising and marketing in conjunction with the
Products and the Programs. Instructor agrees not to promote the Programs under any other
name or description. No license is granted hereunder for any use other than specified, nor for
any combination of the Trademarks with other products (i.e. clothes, t-shirts, towels etc.) or
programs, services or Trademarks. Instructor is not allowed to offer sub-licenses to anyone.

1.2. Policies for the use of the Trademarks and Copyrighted Works. Instructor agrees to
use the Trademarks consistent with such standards and policies established by RDM and
otherwise in a professional and high quality manner.

During the validity of the Agreement, and in relation with the uses of the Trademarks, Instructor
agrees to (i) utilize proper notices to mention the Trademark. Examples of proper notice include
"Kangoo Jumps® is a registered Trademark" (ii) use at least one time the "®" symbol to
indicate a registered Trademark, and the "™" symbol to refer to the Programs in any
promotional material. Examples of proper trademark notice include Kangoo Jumps®, Kangoo
Power™ (iii) use the appropriate RDM’s copyright notice on any of RDM’s Copyrighted Works or
derivative works of the original Copyrighted Works. Examples of proper copyright notice include
© 1998-2016, RDM SA.

Instructor expressly recognizes and acknowledges that the use of the Trademarks or
Copyrighted Works shall not confer upon Instructor any intellectual property or other proprietary
rights. Upon expiration or upon termination of this Agreement for any reason, Instructor shall
immediately cease all use of the Trademarks, the Copyrighted Works and any derivative works.

Instructor agrees to submit samples of promotional materials intended for public use for its
approval before publication to the exclusive KJ Distributor to Enter Distributor's E-Mail, with a
copy to RDM to communication@kangoojumps.com.

1.3. Company names, domain names and internet social profile names. Instructor agrees
that neither Instructor nor any other third party which is in relation to Instructor shall, during the
duration of this Agreement or thereafter, register or use any company name, domain name or
internet social profile name that incorporates the Trademarks, or any formative of the

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Trademark, or any confusingly similar Trademark, without the express prior written consent of
Distributor and RDM.

ART. 2. OBLIGATIONS. In addition to complying with each of the terms and conditions of this
Agreement, all parties agree to the following obligations:

2.1. RDM's obligations:

a. Maintain KJ Fitness Programs information on RDM’s webpage www.kangoojumps.com


and regularly update its content as necessary;

b. Establish the branding rules and guidelines through the Trademarks User Manual;

c. List Instructor’s details on the official website www.kangoojumps.com after successful


registration and completion of profile information by Instructor;

d. Offer Kangoo Jumps Fitness Programs protocols continuous improvement and inform
Instructor about any updates in the protocols;

2.2. Distributor’s obligations:

a. Represent Kangoo Jumps Products and Programs with the highest professional
standards, following the guidelines set forth by RDM;

b. Observe the most ethical behavior towards KJ Instructors, KJ Trainers and other KJ
Distributors;

c. Strictly respect the Trademark User Manual and guidelines provided by RDM with
regard to the correct use of the Trademarks;

d. Act and take any reasonable measures in view of protecting the registered trademark
Kangoo Jumps® and all associated commercial trademarks, in particular, Kangoo
Power™, Kangoo Boot Camp™, Kangoo Dance™, Kangoo Discovery™, Kick &
Punch™, Running Clinic™, KJ Intro Course™ by immediately inform RDM of any
unauthorized use of the trademarks;

e. Use and offer only original Kangoo Jumps Products and Programs;

f. Use only the official KJ license and attendance certificates;

g. Supervise and control the correct use of the Products, the Programs and the official KJ
training protocols within the Territory;

h. Follow up Instructor after licensing and support Instructor by keeping regular contact
and promote Instructor’s activities;

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i. Give 10% discount to Instructor on KJ products. Distributor reserves the right, in
accordance with RDM, to remove the discount if Instructor is in breach of agreement,
until such breach is cured.

2.3. Instructor’s obligations:

a. Represent Kangoo Jumps Products and Programs with the highest professional
standards, following the guidelines set forth by RDM;

b. Observe the most ethical behavior towards KJ Distributors, KJ Trainers and other KJ
Instructors;

c. Strictly respect the Trademark User Manual and guidelines provided by RDM with
regard to the correct use of the Trademarks.

d. Act and take any reasonable measures in view of protecting the registered trademark
Kangoo Jumps® and all associated commercial trademarks, in particular, Kangoo
Power™, Kangoo Boot Camp™, Kangoo Dance™, Kangoo Discovery™, Kick &
Punch™, Running Clinic™, KJ Intro Course™ by immediately inform RDM of any
unauthorized use of the trademarks;

e. Use and offer only original Kangoo Jumps Products and Programs;

f. Respect RDM’s distribution network for product purchase by placing orders exclusively
through Distributor;

g. Create and maintain updated profile information on RDM’s website


www.kangoojumps.com

h. Inform Distributor and RDM of any major change in his/her activity as a KJ Instructor
such as changing location, quitting the activity, etc. by sending an email to Enter
Distributor's E-Mail and kjtraining@kangoojumps.com.

ART. 3. MARKETING & ETHICAL RULES. Instructor agrees to observe to most professional
and ethical conduct towards other KJ Instructors and towards the brand. Whenever possible,
Instructor should collaborate with other Instructors by sharing information about clients moving
from one class to another.

In particular, Instructor may no:

- Actively promote classes and activities or offer discounts to other Instructors’ clients

- To discredit other Instructors with negative comments or promoting himself/herself as


the only official Instructor of his/her area

- Publish any paper or internet articles, appear in any TV program, radio station or other
media without the approval of the Distributor

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ART. 4. VALIDITY AND TERMINATION RIGHTS. The Instructor license and this agreement are
valid for a term of 2 years for live licensing workshops and 1 year for online licensing workshops
starting from the date of issuance. The license entitles Instructor to teach group or individual
fitness classes at any fitness club or sport facility provided there is no local legislation with
specific requirements. Live licensing entitles to teach classes on an international level while
online licensing is only valid on a national level.

The renewal requirements to maintain the Instructor license are:

- Attend a renewal Workshop or,

- Submit a video for review.

- Sign a new 2-year Instructor agreement at the time of renewal.

4.1 Termination by RDM. Only RDM may terminate this agreement in the following
circumstances by sending a written notice of termination to Instructor by registered letter:

a. If Instructor commits any breach of any provision of this agreement, regardless of


whether such breach is minor or material, unless Instructor cures such breach within
thirty (30) days from the date of notice of breach to Instructor.

b. If Instructor has received three (3) formal notices of default from RDM within a 12 month
period, regardless of whether the defaults were cured by Trainer or not.

c. If Instructor does not comply with the Instructor license renewal requirements.

d. In the case of termination of the distribution agreement between RDM and Distributor,
Instructor will be asked to sign a new agreement.

4.2. Termination by Instructor. Instructor may terminate this agreement at any time by sending
to RDM a written notice of termination by registered letter or by courier, and a copy by e-mail.

4.3. Instructor’s obligations upon termination. If this agreement is terminated for any reason
by RDM or Instructor:

a. Instructor shall return all instruction manuals and any copies thereof in his/her
possession to Distributor;

b. Instructor shall immediately stop all use of the Program and the Intellectual Property;

c. Instructor shall not thereafter distribute or publish any marketing materials relating to the
Products and the Programs.

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d. Instructor shall not participate in any competitors’ educational workshops and/or
programs for a duration of 2 years from date of termination

ART. 5. GENERAL PROVISIONS.

5.1. Entire agreement. This agreement constitutes the entire agreement between Instructor,
Distributor and RDM with respect to the Instructor’s License and supersedes all prior oral and
written agreements. No change, modification or alteration of this agreement shall be effective
unless in writing and signed by both parties. Instructor cannot assign this agreement to anyone.
RDM may assign its position under this agreement to any third party.

5.2 Severability and waiver. If any part of this agreement is found invalid or unenforceable by
of law, the rest of this agreement shall remain valid and enforceable according to its terms. The
waiver or indulgence of any failure to meet the requirements of any condition of this Agreement
by either Party shall not operate as a waiver of any subsequent failure to meet the requirements
of such condition or as a waiver of any other rights herein.

5.3. Liability. Instructor shall release RDM and hold it harmless from any liability for losses,
damages, costs and expenses of any nature, including legal fees resulting from and in any way
related to personal injuries or damages to property caused by or resulting from wilful
misconduct, negligence or breach of Instructor or third parties participating with the Instructor´s
authorization in the sale, marketing, promotion, transportation, possession or use of the
Products and Programs. This limitation of liability is not intended to apply to general damages
resulting from RDM’s negligent or grossly negligent acts or omissions hereunder.

5.4. Notices. Any notice required or permitted to be given under this agreement shall be in
writing and shall be deemed to have been given on the date of personal delivery, or on the third
day after mailing, to the address set forth above except as such address may be changed from
time to time by notice in writing and shall be effective on the date of actual receipt by the party
to which notice is given.

5.5. Applicable law and jurisdiction. This agreement shall be governed by the laws of
Switzerland. Any dispute, controversy, or claim arising out of, or in relation to this Agreement,
including the validity, invalidity, breach or termination thereof, shall be resolved by arbitration in
accordance with the Swiss Rules of International Arbitration of the Swiss Chambers’ Arbitration
Institution in force on the date on which the notice of Arbitration is submitted in accordance with
these Rules. The arbitration shall be held before a single neutral arbitrator and the seat of
arbitration shall be Geneva, Switzerland. The arbitral proceedings shall be conducted entirely in
English.

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Signed on ___________

RDM S.A. The Distributor The Instructor

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