MERCHANDISING AGREEMENT

If you open a wholesale account with Ocean Aire Productions for purpose of retailing said property you are agreeing to this Merchandising Agreement.

AGREEMENT made between Ocean Aire Productions, Inc. ("Licensor") and You and Your Business ("Licensee") with respect to certain merchandising rights in the series entitled: Harry and Friends Black Belt Principles (the "animated series and products made for resale, of said property").

1.LICENSE:
(a) Grant of License: Licensor grants to Licensee for the term of this Agreement, subject to the terms and conditions herein contained, and Licensee hereby accepts, license and privilege to utilize the names, characters, artists' portrayal of characters, likenesses and visual representations as included in Series (collectively the "Property") solely and only in connection with the manufacture, advertising, distribution and sale of the article or articles. Under the terms and conditions stated herein. Licensee agrees that it will not utilize the Property in any manner not specifically authorized by this Agreement.

(b) Limited Grant: Licensor hold all rights to still and moving images, sounds, music and territory. Licensee has permission to only resale the property or to give it away as a gift as part of Licensee program.  This is NOT a RENTAL LICENSE; Licensee is not allowed to rent or loan out said “Property” nor is allowed to have a public viewing without written permission. Licensee is legally liable for any and all damages and all legal fees.

(c) Licensee is liable for any and all copyright and trademark infringements. Licensor will provide Licensee with promotional materials needed. Licensee is not allowed to take Ocean Aire Productions images of said “Property” and use for their own design without written permission and additional license for said request.

2. TERRITORY: Licensee has permission to retail  the “said property” within the territory of their company’s legal address if that said address changes due to a move, Licensee is legally obligated to update their wholesale information. Licensee is not allowed permission to resale said property online, on sites as Amazon.com or others like. If Licensee has an online store along with a retail store they may have permission to retail online after written permission and proof that the online store is private targeting within the Licensee said territory only and will not compete with Ocean Aire Productions Online international.

Licensee agrees that it will not make, or authorize, any use, direct or indirect, of the Licensed Products or Property in any other area, and that it will not knowingly sell articles covered by this Agreement to persons who intend or are likely to resell them in any other area, to the extent this prohibition is permitted by law.

Licensee agrees not to make copies and distribute unauthorized said property to the public freely or for sale.

Licensee agrees and understands that the said properties: any Harry and Friends Black Belt Principles DVD, posters, T-shirts, Stickers, or any other future products are copyrighted and trademarked and will be prosecuted for any copyright or trademark infringement, Licensee understands they are responsible for all legal fees acquired by the infringement for all parties involved.