TheSpectator ™ _____Indianapolis, Indiana

Copyright © 2001 Creative Thinking, Inc. The Spectator ™ is a registered trademark. Last revised: November 23, 2001

Publisher:

Don M. Nixon II -- Indiana -- Indianapolis, 1964...to present

Associate publishers must have completed and signed a License Agreement

Revision: 011031 --

License Agreement: The Spectator

This is an agreement between Creative Thinking, Inc., an Indiana Corporation with its office and principal place of business located at 1033 Third Ave SW #112 , Carmel, Indiana 46032, and

an individual with principal residence in the state of

, afterwards in this agreement designated as ("Licensee").

Creative Thinking, Inc. owns and has registered the trademark and service mark "The Spectator,"—Registration Number: 5009-9292, in the state of Indiana on March 7, 1989.

"Licensee" desires a non-exclusive license from Creative Thinking, Inc. to use that trademark/service mark to identify intellectual assets, information products and services exclusively designed, distributed and developed by Creative Thinking, Inc., and Creative Thinking, Inc. desires to grant "Licensee" such a non-exclusive license based on these terms and conditions.

          This agreement (“Agreement”) contains the complete terms and conditions for your participation in the The Spectator's. Associate Program (“Program”), and the establishment of links from your Web site(s) to our domestic Web site, as defined below.  As used in this Agreement, “you” means (and “your” refers to) the applicant seeking to participate as an Associate in the Program, “we” means (and “us”, “our” and “ours” refer to) Creative Thinking, Inc.
 
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND CREATIVE THINKING, INC.  BY CLICKING ON THE “ACCEPT” BUTTON AT THE END OF THIS AGREEMENT, YOU AGREE THAT YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE CAREFULLY READ AND UNDERSTAND THE TERMS SET FORTH IN THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

1.0 Geographic Area covered

Creative Thinking, Inc., hereby grants "Licensee" a non exclusive license to use "The Spectator" and all other marks to identify products and services sold in connection with said license to be limited and restricted to the territory described as follows:




2.0 Confidentiality

Each party acknowledges during the term of this Agreement, it will be provided confidential information relating to the other party’s business (including terms of this agreement), and including, but not limited to, its customers, vendors, marketing plans and budgets, pricing policies, sources, suppliers, service and capabilities, vendors, employee names and/or trade secrets.

Each party agrees not to use such confidential information for any purpose not related to this Agreement and not to disclose such confidential information to any third party unless authorized in advance by the other party in writing or unless required by Order of the Court of regulatory agency of competent jurisdiction with notice of same being given to the other party.

All intellectual property, including, but not limited to, manuals, software, service information, content and other material, in finished form or preliminary notes, stored in electronic files or any other form by Creative Thinking, Inc., shall at all times remain sole property of Creative Thinking, Inc. All intellectual property shall be destroyed and completely erased from all electronic storage media, including archived and backup copies, or promptly returned to Creative Thinking, Inc. upon termination of this agreement.

Customers and customer lists, suppliers and vendor lists shall at all times remain sole property of Creative Thinking, Inc., and will not be solicited or in anyway directly contacted by "Licensee" for the purpose of soliciting sales or services for any other products until this agreement has been terminated for more than three (3) years.

If Creative Thinking, Inc., identifies as its customer, an entity, person or business which has already paid "Licensee" more than one month’s invoice, that entity shall be deemed to be a "grandfathered" customer of "Licensee" and Creative Thinking, Inc., shall negotiate with "Licensee", which at "Licensee’s" sole discretion shall determine the proportion of value, if any, shall be shared.

To share and maximize revenue for each "Licensee", Creative Thinking, Inc., shall have the right to assign any new customer to another "Licensee" at its sole discretion when the customer’s principal location is not located in the "Geographic Area covered" identified in section 1.0.

To protect the value of confidential information of Creative Thinking, Inc., the use of which is hereby licensed, "Licensee" shall not disclose any information or knowledge concerning "The Spectator" or the contents of any confidential manuals or information or computer programs to any person except to the extent necessary for the operation of "Licensee’s business.

3.0 Product quality control

"Licensee" agrees Creative Thinking, Inc.’s sole discretion and control over the character and quality of published/posted information. It is the intent for "Licensee" to provide information which contributes to the product and make it more complete and accurate, which includes but is not limited to stories, story proposals and ideas, customer subscriptions, membership and registration fees, participation in special events, tournaments, or leagues, consulting services, web links, etc. In order to ensure accuracy, Creative Thinking may impose surcharges to Licensee when information submitted is not accurate and needs to be edited, processed and verified by Creative Thinking, Inc.

4.0 Term of agreement and renewal

This agreement begins on the date this agreement is signed and ends May 31st. The agreement shall automatically renew for an additional calendar year unless "Licensee" notifies Creative Thinking, Inc., in writing by April 1st of its intention not to renew.

"Licensee" agrees, beginning on the first day of the first renewal period, to be paid by Creative Thinking, Inc., within 5 days following the end of each calendar month, according to the distribution schedule exhibit A as shown by company books and records. "Licensee" agrees, beginning on the first day of the fourth renewal period, to be paid by Creative Thinking, Inc., within 5 days following the end of each calendar month, according to the distribution schedule exhibit A, as shown by company books and records and to continue to receive such fee as long as this agreement is effective.

"Licensee" shall notify Creative Thinking, Inc., prior to the 20th of the month of any discrepancies of monies due to "Licensee" and if no notice has been made, there shall be no adjustment made.

5.0 Termination of Agreement

If this agreement terminates by failure on the part of one or both parties to renew, "Licensee" agrees to cease any related activities pertaining to revenue sources related to this agreement for a period of three (3) years.

"Licensee" agrees this agreement can be cancelled at any time following notice from Creative Thinking, Inc., pertaining to matters deemed by Creative Thinking, Inc., in its sole discretion to be illegal, immoral, unethical, or matters which serve as a conflict of interest and which are not resolved to the satisfaction of Creative Thinking, Inc., following notice from Creative Thinking, Inc., and a specific plan to rectify the matters involved from "Licensee".

The above paragraph, being subject to significant subjective judgment, shall be resolved, if necessary, by a committee of three independent licensees, one chosen by Creative Thinking, Inc., one chosen by the "Licensee" and the third chosen by the other two Licensees who have been selected. The committee shall be paid a per diem rate of $150 for a maximum of three days, which shall be equally paid by Creative Thinking, Inc., and "Licensee". The committee decision shall be binding and both parties agree to abide by the committee’s decision.

6.0 Assignment

"Licensee" has no right to transfer or sublicense any rights to any part of the intellectual assets or use said mark and name.

7.0 Notices

Unless otherwise expressly provided for, all notices, requests, demands, consents or other communications required pertaining to this Agreement must be in writing and must be delivered personally or sent by certified or registered mail (postage paid and return receipt requested) to the other party to the address provided (or to any other address given by either party in writing.) The effective date of delivery of any notice, demand, or consent shall be considered to be 5 days after proper mailing. If notice is delivered via e-mail, delivery will only be when message is acknowledged.

8.0 Consideration

Creative Thinking, Inc., agrees to furnish "Licensee" confidential operating procedures to assist "Licensee" in proper services for products, supplies, merchandise, methods of service and merchandising.

In consideration for Creative Thinking, Inc., supplying "Licensee" with training, ongoing assistance, confidential operating information, initial inventory and business forms, equipment and office fixtures, "Licensee" shall pay Creative Thinking, Inc., as follows:
(a) The sum of two thousand five hundred dollars, ($2,500.00) Deposit upon execution of this agreement, receipt of which is hereby acknowledged;
(b) The balance of five thousand dollars, ($5,000.00) payable in full prior to beginning of training.
Training shall begin no later than ninety (90) days after signing this agreement or the initial deposit shall be forfeited.

9.0 Quality control

"Licensee" acknowledges products bearing the trademarks, and services and methods used by Creative Thinking, Inc., build a reputation for excellence. The importance to Creative Thinking, Inc., and all licensees to maintain that reputation is critical. "Licensee" consents that Creative Thinking, Inc., has the right to prior restraint and may prohibit any item from publication/posting.

10.0 Content agreement

"Licensee" agrees to publish/post/distribute all "national" advertising/services/products furnished by Creative Thinking, Inc. "National" advertising is ordered by a business client or customer in which the principal office ordering our services is in an area where the zip code is different from the location of the "Licensee".

"Licensee" agrees to furnish to Creative Thinking, Inc., without charge, any editorial or proprietary material used for publication, and "Licensee" has all rights or waivers to such material in its possession.
Creative Thinking, Inc. reserves the right to refuse licenses to any person without regard to applications, etc.

11.0 Warranty

Creative Thinking, Inc., makes no warranty, express or implied, for Creative Thinking, Inc., including but not limited to warranties or merchantability or fitness for a particular purpose, nor any guarantee of financial return or performance.

"Licensee" acknowledges that by execution of the license, no partnership, joint venture, agency or employment is intended. Neither party hereto shall pledge the credit of the other nor bind it to any obligation unless specifically authorized in writing by the other to do so. "Licensee" further acknowledges this agreement is merely a license to use all registered marks, and to purchase supplies and materials from Creative Thinking, Inc., and any or all success of "Licensee" is dependent solely upon time spent and business abilities of "Licensee" as an independent businessperson.

12.0 Limitation on Liability

Creative Thinking, Inc., will not be responsible for any damages to "Licensee", any customer claims, or claims against a customer by any third party, including but not limited to,
any violation of patent or trademark law by "Licensee", customer or other third party through the use of Creative Thinking, Inc., Services or otherwise,
(a) lost revenues, or
(b) other claims, based on the results to be achieved under this Agreement, delays, non-deliveries, wrong deliveries, all interruptions to Creative Thinking, Inc., Services, unauthorized access, theft or destruction of "Licensee"’s or customer’s data caused by the acts and omissions of Creative Thinking, Inc., and its employees, or a customer, of "Licensee", or of any third party, or
(c) claims based on services provided by "Licensee" to customer, including, but not limited to, operation or installation of any of "Licensee’s products or services. Notwithstanding anything to the contrary in this Agreement or the Exhibits or Appendices hereto, in no event will either party be liable to the other party for special, indirect or consequential damages, under any theory of recovery.

13.0 Taxes, fees

Licensee, as an independent business person is responsible to pay all sales taxes, use taxes, personal property taxes, income taxes and/or other taxes imposed by any local, state or federal government agency which taxes shall be the sole responsibility of the "Licensee".

14.0 Agreement covered

No custom or practice of the parties at variance with these terms shall constitute a waiver of either party’s right to demand strict compliance with the terms hereof. No representation, inducements, promises, (except duly exercised written agreements) between the parties, which are not embodied herein, shall be of any force or effect. The terms license and "The Spectator" and any similar name referring thereto shall be deemed to include the parties hereto and there respective heirs, executors, administrators, successors, and assigns without regard to gender or number, wherever the context so permits.

15.0 Terms and conditions

This agreement may be changed from time to time by Creative Thinking., Inc. "Licensee" as a condition of renewal under paragraph 3.0 agrees modifications to this agreement shall become effective beginning with the next automatic renewal.

16.0 Limitations on Cause of Action

The Parties agree any legal action or any arbitration relating in any way to this Agreement must be filed or officially commenced by party making a claim no later than on (1) year after the cause of the claim first arises.

In consideration and application I agree to the terms of this agreement

Associate publishers:

California:

New York:

Indiana:

Historical company information--

Creative Thinking, Incorporated -- Was created by Don M. Nixon II in 1972

I began my newspaper career answering the telephone at the Peru Indiana Daily Tribune on winter Friday nights providing scores for basketball games. I graduated to newspaper carrier in Wabash delivering the Plain Dealer to one hundred customers in my neighborhood. When I got out of school and began working full time for Nixon Newspapers in Wabash, I believed ultimate success would be writing for the New York Times, reaching and preaching to millions of readers, making a significant difference in their lives. But I later realized, although there was maybe a lot of influence from having huge numbers of readers, I may not have been as likely to have as much impact on any single person as I could when my reader knew who I was and could call me or see me at lunch. Thousands of readers could think about what they read and maybe or maybe not act on my subject, but no one would personally argue with me or point out something I hadn't thought of which might have influenced my conclusions.

After several years, I determined I could actually create more impact on people in Wabash who I knew and knew me. And if I did a really good job, what I did could make a difference. I built our newspaper's quality and credibility training and creating incentive to do well. Our photographer, Harold Chatlosh, has his picture taken by the official White House photographer while he was on assignment taking a photo of Jimmy Carter in the Oval Office. Those assignments proved to me if competent, you can do anything anyone else does, often as well or better. Downtown, I converted an abandoned, dilapidated building into a racquetball court which provided a new opportunity for my neighbors.

I moved to Indianapolis twenty years ago. It's much bigger than Wabash. I keep reading about our local problems and see some of them daily. I've been thinking about how to improve my town and go back to the basics. America's smallest school--my family. America's smallest community--my block. As we have moved from our front porch to our living room in front of the television, we have lost our sense of neighbors and community. But now we can talk on the internet even as we are in front of the tv. And that talk can help bring us together again.

I want to find people who value family and community. Family needs two adult people, one male and one female, to pay attention to their kids--spend one on one time with each child and help him/her sort through growing pains which make life valuable and important to each of them and their neighbors. If I can find good writers to record how those kids do good things in their neighborhoods, schools and churches those stories will help us get back to the basics and we will rebuild our community foundation for the next generation instead of on sand, but rock. Do you know someone who will help me?

Comments/feedback/suggestions--

Electronic mail address -- dmnixonii@hotmail.com
Office telephone -- 317/290-3838 voice mail, 317/844-8189 direct, 317/818-0418 FAX

Comments/feedback/suggestions:


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Copyright © 2001 Creative Thinking, Inc. The Spectator ™ is a registered trademark.
Last revised: November 23, 2001.