[ ] GOLD’S GYM LICENSE AGREEMENT (ADDITIONAL PROGRAM)

KEY TERMS
Distributor
/ [ ]
Address: [ ]
Facsimile: [ ]Phone: [ ]
Email: [ ]
Licensed Club
/ Name: Contact Person:
Address:
Facsimile:Phone:
Email: Website:
Programs
Start Date
Additional Programs
/ «Additional Programs» with effect from, for the purpose of the commencement of the License and payment of License Fees, [45 days after the date of completion of the modules in the initial training of the Instructors who will conduct «Additional Programs» for the Licensed Club, or the date that the Licensed Club first uses «Additional Programs»at the Location (whatever occurs first)] (the “Additional Program Launch Date”)
Location
License Fees
/ First Program:
Second Program:
Third Program:
Fourth Program:
Fifth Program:
Sixth Program:
Seventh Program:
BODYVIVE®:
Amounts are per month and per Location. The first amount for each Additional Program is payable immediately on signing this Agreement and subsequent months are payable 30 days after the Additional Program Launch Date and monthly thereafter.
The License Fees set out above are based on, and contingent on, the Licensed Club’s current status as a club franchised by Gold’s Gym International, Inc. If at any time the Licensed Club ceases to be a club franchised by Gold’s Gym International, Inc, the Licensed Club will immediately notify the Distributor and Distributor’s standard pricing at the time will apply from the date that the Licensed Club ceases to be a club franchised by Gold’s Gym International, Inc
Initial Training Fee
/ As set out in Schedule 4.
Instructor Resources Price
/ Choreography Program Kit: $34.95 for pre-order (autoship) or $45.00 for list price plus shipping, handling and any applicable states taxes. Prices are subject to change upon 30 days prior notice from the Distributor.
Instructor Assessment Fee
/ $45.00 per Instructor per Program. See Schedule 4
Territory
/ [include regional territory]

BACKGROUND

AThe Distributor has certain rights to the Programs and Intellectual Property in the Territory pursuant to a Distribution Agreement with Les Mills North America Holdings Limited (Les Mills).

BThe Distributor qualifies Instructors to conduct classes of the Programs pursuant to an Instructor Agreement.

CThe Licensed Club wishes to use the Programs at the Location and the Distributor has agreed to license the Licensed Club to use the Programs and Intellectual Property on the terms set out in this License.

DFor the avoidance of doubt this License supersedes and replaces the License previously agreed between the Licensed Club and the Distributor in respect of the Location but the Terms and Conditions remain the same. References to Programs in the Terms and Conditions include the Additional Programs.

For good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree to these Key Terms and the Terms and Conditions attached.

SIGNED AS AN AGREEMENT

[ ] by[ ] by

______

Authorized OfficerAuthorized Officer
Date:Date: