THIS SUPPLY AGREEMENT (“ Agreement ”) is entered into as of May 2, 2008, by and between:
NOW, THEREFORE , in consideration of the mutual agreements and covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
The following terms as used in this Agreement shall have the meanings set forth below:
“Affiliate” means, as to any Party, any other Person that, directly or indirectly, controls, is controlled by or is under common
control with, such Person. The term “control” (including the terms “controlled by” or “under the common control with”) means
the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person,
whether through ownership of an equity interest or by contract or otherwise.
“Confidential Information” has the meaning given such term in Section 19.1.
“Derivative Documents” has the meaning given such term in Section 19.1.
“Inventions” has the meaning given such term in Section 19.6.
“Marks” has the meaning given such term in Section 19.6.
“New Products” : As used throughout this Agreement shall mean fitness and exercise components or products sold by the
Purchaser that are not (1) listed as “Product” on Exhibit A or any subsequent amendments to Exhibit A; or (2) were not
previously produced or designed by the Supplier for Purchaser. “New Products” shall not mean new equipment which is
substantially identical to Products listed on Exhibit A in that the only changes to the product consists of a change to a less or
more expensive model by deleting or adding a feature or changing the grade of material or model number, name, color, or other
“Party” shall mean each of Purchaser, Land America and Treuriver Investments , which are sometimes collectively referred to
as the “Parties”.