COPYRIGHT OWNERSHIP AND LICENSE AGREEMENT

THIS COPYRIGHT OWNERSHIP AND LICENSE AGREEMENT (“Agreement”) is dated [memb_date format='m-d-Y'] (“Effective Date”) and is made by and between SECURED INVESTMENT CORP, a Wyoming corporation (“Licensor”) and [memb_contact fields="FirstName"] [memb_contact fields="LastName"]   (“Licensee”). Licensor and Licensee may be referred to individually as a “Party” and collectively as the “Parties” in this Agreement.

Licensor owns all proprietary rights in and to the copyrightable and/or copyrighted works as described in Exhibit A, attached hereto and incorporated herein by reference, and hereinafter collectively known as the “Work”, and has the exclusive right to license to others the right to produce, copy, make, sublicense or sell the Work.

Licensor owns all rights in and to the Work and retains all rights to the Work, which are not transferred herein, and retains all common law copyrights and all federal copyrights which have been, or which may be, granted by the Library of Congress.

Licensee desires to obtain, and Licensor has agreed to grant, a license authorizing the use of the Work by Licensee in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration as set forth herein, Licensor and Licensee agree as follows:

1. Grant of License.

   1. Licensor hereby grants to Licensee, in accordance with the terms and conditions of this Agreement, a non-exclusive, non-transferrable license to use the Work in the course of its business and for its own internal business purposes, and for no other purpose whatsoever without the express written permission of the Licensor. Licensee shall not sell or distribute the Work in any way except in compliance with this Agreement. Licensee may copy the Work in accordance with the terms of this Agreement, for the express purpose of using the Work as it is designed for use in Licensee’s business and as outlined on Exhibit B, attached hereto and incorporated by this reference. Any other use made by Licensee shall only occur upon the receipt of prior written approval from Licensor.

   2. Licensee shall not sell or grant sub-licenses in the Work in any way without the prior express written approval of Licensor.

   3. Licensee hereby accepts such license and agrees that Licensee shall not use the Work except in accordance with the terms and conditions of this Agreement. Licensee acknowledges and agrees that the license granted herein is non-exclusive and that Licensor may license others to use the Work.

2. Ownership of the Work. Licensee acknowledges that Licensor is the sole and exclusive owner of the Work and of all associated federal intellectual property registrations and pending registrations, as applicable, and Licensee shall do nothing inconsistent with such ownership. Licensee further agrees that it will not claim ownership rights to the Work, or any derivative, compilation, sequel or series, or related Work owned by or used by Licensor. Licensee agrees that nothing in this Agreement shall give Licensee any right, title, or interest in the Work other than the right to use the same in accordance with the terms of this Agreement. Licensee agrees not to make similar derivatives of the Work. Licensee admits the validity of all copyrights for the Work and all associated intellectual property registrations, and acknowledges that any and all rights that might be acquired by Licensee because of its use of the Work shall inure to the sole benefit of Licensor.

3. Fee. Licensee agrees to pay Licensor a one time fee of Nine Hundred and Ninety-Seven and No/100 Dollars ($997.00) for the right to use the Work.

4. Term and Termination. This Agreement shall commence as of the Effective Date and shall continue in full force and effect for a period of one (1) year.

   1. In the event that Licensee sells all of its assets to a third party, or otherwise ceases to exist in its current form, Licensor, at its discretion, may immediately terminate this Agreement.

   2. Upon termination or expiration of the license granted under this Agreement by operation of law or otherwise, all rights, including the right to use the Work, privileges and obligations arising from this Agreement shall cease to exist.

5. Use of the Work.

   1. Licensor shall have control over the quality of use of the Work. At the option of Licensor, Licensor will provide to Licensee an approved copyright notice and/or trademark notice to be prominently displayed on each copy of the Work published. Licensor hereby grants to Licensee the right to use the Work as expressly set forth on Exhibit B. Licensee agrees to mark all Work with any reasonable copyright and/or trademark notices provided by Licensor and comply with any reasonable standards promulgated by Licensor that relate to the intellectual property protection and use of the Work by Licensee.

   2. Licensee shall provide Licensor, upon Licensor’s request, with representative samples of how Licensee is using the Work. If, at any time, any use of the Work fails to conform to Licensor’s standards, Licensor may provide to Licensee notice of said failure. Licensee shall cure said failure within fifteen (15) days from the date of such notice. In the event that said failure is not cured within the period described in the preceding sentence, Licensor may then terminate this Agreement immediately, non-conforming copies of the Work destroyed or promptly submitted to Licensor. If Licensor fails to approve any modifications or changes to the Work within ten (10) days of Licensee advising Licensor of proposed changes, Licensor’s approval shall be deemed to have been granted.

6. Indemnification.

   1. Licensee shall defend, indemnify and hold Licensor, its officers, directors, members, managers, shareholders, employees, agents and representatives, harmless from, in respect of and against any and all claims, losses, liabilities, expenses (including, without limitation, reasonable attorneys’ fees and disbursements), judgments, damages, demands, lawsuits or similar actions or proceedings (collectively, “Claims”), other than those for infringement, arising from offering, promoting, advertising, sale, or use by Licensee of the Work, whether or not such use conforms to standards set by Licensor, provided that such Claim does not arise from the negligence of Licensor. The provisions of this Section will survive termination or expiration of this Agreement.

   2. Licensor shall fully indemnify, defend, and hold harmless Licensee from and against any and all Claims of copyright infringement, arising from Licensee’s authorized use of the Work. Licensor does not agree to indemnify Licensee for Claims of copyright infringement or trade dress infringement if Licensee has modified the Work in any way without the express written consent of Licensor.

   3. Licensor has the right, but shall not be obligated, to obtain and maintain federal intellectual property registration of the Work. In the event that Licensee becomes aware of any claimed or alleged infringement of the Work by a third party, Licensee shall promptly advise Licensor in writing of the nature and extent of such infringement or dilution. Licensor has no obligation to take any action whatsoever in the event that any infringement or dilution occurs with respect to the Work, but Licensor shall have the sole right to determine whether any action shall be taken. In the event Licensor sues or takes other action, legal, equitable, administrative, or otherwise, to stop an infringement or dilution of the Work, Licensee shall cooperate fully with Licensor. Licensee has no right to enforce the Work through litigation without prior written authorization of Licensor. In any legal action arising from use, or ownership rights of the Work, where both Licensor and Licensee are co-parties, Licensor retains the right to control the litigation, including any and all settlement negotiations.

7. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW, THE LICENSOR DISCLAIM ALL OTHER EXPRESS OR IMPLIED WARRANTIES, CONDITIONS OR REPRESENTATIONS INCLUDING, WITHOUT LIMITATION, (I) IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND (II) WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES.

8. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, LICENSOR SHALL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES. THIS LIMITATION WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, LICENSOR SHALL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS IN EXCESS OF THE AMOUNT RECEIVED BY LICENSOR FROM LICENSEE HEREUNDER. THIS LIMITATION WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR ANY LIMITED REMEDY PROVIDED HEREIN.

EACH PARTY RECOGNIZES AND AGREES THAT THE LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL BARGAINED FOR BASIS OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.

1. Assignment. This Agreement (including, without limitation, the license granted hereunder) is personal to Licensee and shall not be assigned or transferred by Licensee, including, without limitation, by operation of law, except that, and only with prompt written notice to Licensor, the Agreement may be transferred to a purchaser of all or substantially all of the assets of Licensee. Any attempt on the part of Licensee to assign, sub-license, or transfer Licensee’s rights under this Agreement, except as provided herein, shall be invalid and void. Licensor shall have the right to assign and/or license its rights and obligations under this Agreement and all its right, title and interest in the Work without the consent of Licensee.

2. Course of Dealing. No course of dealing or usage of trade shall vary the terms and conditions of this Agreement.

3. Relationship of the Parties. Nothing contained in this Agreement shall be construed to give either Party the power to direct and control the day-to-day activities of the other. Neither Party is an agent, representative or partner of the other Party. Neither Party shall have the power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture, partnership, or other form of business association between the Parties or to impose any liability attributable to such relationship upon either Party.

4. Notices. All notices or other written communications hereunder will be deemed to have been properly given upon delivery, if delivered in person or by facsimile transmission with receipt of an electronic confirmation thereof, one (1) Business Day after having been deposited for overnight delivery with any reputable overnight courier service, or three Business Days after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid, return receipt requested, addressed as set forth under each Parties’ respective signatures. As used in this Agreement, the term “Business Day” means any day other than (i) a Saturday, (ii) a Sunday or (iii) days on which branches of national banks located in Coeur d’Alene, Idaho are closed.

5. Severability. If for any reason any provision of this Agreement is determined by a tribunal of competent jurisdiction to be legally invalid or unenforceable, the validity of the remainder of the Agreement will not be affected and such provision will be deemed modified to the minimum extent necessary to make such provision consistent with applicable law and, in its modified form, such provision will then be enforceable and enforced.

6. Governing Law; Consent to Jurisdiction, Each Party specifically acknowledges and agrees that this Agreement and its interpretation and enforcement are governed by the laws of the State of Idaho. Furthermore, each Party irrevocably (i) submits to the jurisdiction of any court of the State of Idaho located in Kootenai County for the purpose of any suit, action or other proceeding arising out of this Agreement or any of the agreements or transactions contemplated hereby (each, a “Proceeding”), (ii) agrees that all claims in respect of any Proceeding may be heard and determined in any such court, (iii) waives, to the fullest extent permitted by law, any immunity from jurisdiction of any such court or from any legal process therein, (iv) agrees not to commence any Proceeding other than in such courts and (v) waives, to the fullest extent permitted by law, any claim that such Proceeding is brought in an inconvenient forum.

7. Attorneys’ Fees. If a Party is in default under this Agreement, the other Party will have the right, at the expense of the defaulting Party, to retain an attorney to make demand, enforce remedies, or otherwise protect or enforce the rights of the non-defaulting Party. A Party in default shall pay all attorneys’ fees and costs so incurred.

8. Entire Agreement. This Agreement and any attachments hereto constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements pertaining to such subject matter. All prior agreements, representations, warranties, statements, negotiations, understandings, and undertakings are superseded hereby and both Parties represent and acknowledge that they have not relied on any representation or warranty other than those explicitly set forth in this Agreement in connection with their execution of this Agreement. Neither Party shall be bound by terms and conditions imprinted on or embedded in purchase orders, order acknowledgments, statements of work not attached hereto or other communications between the Parties relating to this Agreement.

9. Compliance with Laws. Licensee shall comply with all local, state and federal laws, ordinances, regulations and orders regarding its use of the Work under this Agreement.

10. Consent Required to Amend or Waive. No amendment or modification of any provision of this Agreement will be effective unless made in writing and signed by each of the Parties.

11. Authorization; Binding Effect. Each Party represents to the other that its execution of this Agreement has been authorized by all necessary corporate action and that this Agreement constitutes a binding obligation of such Party. Each individual who executes this Agreement on behalf of a Party represents to all Parties that he or she is authorized to do so. This Agreement will bind each Party’s successors and permitted assigns.

12. Waiver. A waiver of any default, breach or non-compliance under this Agreement is not effective unless in writing and signed by the Party to be bound by the waiver. No waiver will be inferred from or implied by any failure to act or delay in acting by a Party in respect of any default, breach, non-observance or by anything done or omitted to be done by another Party. The waiver by a Party of any default, breach or non-compliance under this Agreement will not operate as a waiver of that Party's rights under this Agreement in respect of any continuing or subsequent default, breach or non-compliance (whether of the same or any other nature).

13. Counterparts. This Agreement may be executed in any number of counterparts, including facsimile counterpart signature pages and counterpart signature pages in “portable document format” (.pdf), all of which taken together shall constitute one and the same instrument, and each of the parties hereto may execute this Agreement by signing any such counterpart.

EXHIBIT A

WORK

Electronic file of the customized 8-page TurnKey Marketing direct mail campaign piece – as shown below:

EXHIBIT B

ACCEPTABLE USES OF THE WORK

Subject to the Copyright Ownership and License Agreement, Licensee may copy and distribute the Work in its entirety at Licensee’s discretion, both physically and digitally as follows:

• Printed out and distributed through direct mail marketing or in person.

• Used as an attachment to direct e-mail marketing.

• All other forms are strictly prohibited without written consent by Licensor.