Cool Mats Restaurant Placemats Advertising Business Opportunity

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CMBA Info Package - 2010

Cool Mats
The COOLEST ADS in Town Small opportunities are beginning of great --Demosthenes often the enterprises.

Cool Mats Business Affiliate (CMBA) Info Package
"The aim of advertising is to know and understand the customer so well that the product or service sells itself." --Peter F. Drucker

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.

CMBA Info Package - 2010

“The Perfect Business”
No Inventory to buy or stock Service in Big demand. Low start-up cost. Super fast returns. Huge recurring profits.

What could be easier than a business where your customers flock to you?

Run your new business Part-Time or Full-Time
Don’t let this opportunity get away.
So many times people miss out on the chance of a lifetime to become a huge success simply out of fear or self doubt. In this business all you need is the desire to make a lot of money and the ability to make a decision.

Can you…
1. Follow a simple step-by-step procedure? 2. Talk to potential customers? 3. Surf the internet?

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.

CMBA Info Package - 2010

4. Use a photocopier? 5. Show people where to sign on a contract? If you answered yes to all 5 questions then you probably have what it takes to run a Cool Mats Business Affiliate in your local area.

“So simple anyone can do it.”

“Get Started Today!”
There is no time like the present to make your mark in this world and this may be your last chance to get into this very lucrative industry.

The Money Is in the Details

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.

CMBA Info Package - 2010

Business of advertising is like a lot of entrepreneurial enterprises. It requires a lot of work. There is no magic formula to getting rich. Success in any business opportunity can only be achieved through proper research, and plain, old-fashioned hard work. If you're ready for a treasure chest of proven ideas, and techniques that can dramatically improve your business skills - and, in the process, increase your income many times over - you won't want to miss the Exclusive Cool Mats Business Affiliate opportunity.

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.

CMBA Info Package - 2010

A

WELCOME

MESSAGE

"Our prime purpose in this life is to help others. And if you can't help them, at least don't hurt them." --Dalai Lama
Dearest Future CMBA: Welcome to Cool Mats! You can now be in business for yourself and we are here to help. Our goal is to build a recognizable market brand that will set you apart from every other print advertising in your area. It’s as simple as that. To accomplish this goal, several things must occur; great quality of our work, value for our advertisers, great care for our restaurants and customers. If you are ready to follow the system, it will reward you with optimum results. We believe in the value of our relationships. We believe that honest and open communication is essential for our growth and to achieve our goals. These relationships include our advertisers, our customers, our restaurants, our vendors and our Affiliates (you). We’ve tried very hard to avoid outrageous or empty promises about this business and about the success you can expect. We’ve included only practical and established techniques and verified methods to get your business up and running. This business is not complicated, yet it can be very rewarding. Like any successful business venture, however, the advertising profession requires effort. But with your affiliation with Cool Mats, you have the roadmap you need for reaching your goal of financial success. That goal is now much closer to you.

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.

CMBA Info Package - 2010

INTRODUCTION It takes 20 years to build a reputation and five minutes to ruin it. If you think about that, you'll do things differently. --Warren Buffett
Everywhere we look we see advertising messages. When we watch television, or listen to the radio, or drive our cars, we are bombarded with advertising. When we’re on the Internet, we have pop-ups and billboards screaming at us. Whether we go to the supermarket, or to school, or to sporting events, or even to church, we see hundreds of ad messages. Advertising is an accepted part of today’s culture. As long as there are businesses, there will be advertising. But the advertising industry today is fiercely competitive. How can any small business expect to succeed in this type of environment? The good news is that you’re tapping into a segment of the advertising industry that has almost no competition. You are providing a unique service that is FREE to restaurants in your own area. For any advertising campaign to be successful, it must serve the best interests of everyone involved specially “The Advertiser”. This is particularly important in the restaurant placemat business. Following are five major groups who will benefit from your efforts.

The Restaurant Owners – Your Distribution Partners The Local Business Firms – Your Advertisers The Restaurant’s Customers – The Reason for it All. The Printers and other Vendors – Business Partners The Advertising Company (That’s YOU and Us!)

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.

CMBA Info Package - 2010

Wanting something is not enough. You must hunger for it. Your motivation must be absolutely compelling in order to overcome the obstacles that will invariably come your way. --Les Brown YOUR TARGET MARKET
You should be aware of the types of businesses that you should call on, and those that you should avoid. Of course, you will decide for yourself whether or not to call on certain types of businesses. The following suggestions are based upon my personal beliefs only. Restaurants. We feel that you will have greater success by calling on locally owned restaurants, including family owned and operated. There are scores of restaurants in any community that would appreciate FREE placemats and menus. You should never run out of potential restaurants in your town. Select only those restaurants that can go through with a minimum of 5000 placemats per month. There are a few types of restaurants, however, that you should always avoid. These include very small diners (they are too small to attract advertisers); truck stops on major highways (most of the patrons are just driving through your area); large national chains; and some upscale restaurants that feel placemats do not fit into their decor. Restaurants that use tablecloths and fabric napkins are not likely to use placemats. Advertisers. Most of the businesses in your community are excellent prospects for placemat advertising. Following is a list of different types of companies and organizations that have been on the placemats that we have produced:

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.

CMBA Info Package - 2010

Auto sales Auto repair Auto parts Churches Chiropractors Funeral homes Hair salons Roofers Day care Accountants Insurance Nail salons Satellite television TV & appliances Opticians Real Estate Network Marketing Video Stores Banks Tires & batteries Specialty stores Lawn equipment Mortgage services Ice cream parlors Appliance Repair Martial arts Orthodontists Home furnishings Antiques Flea markets Attorneys Hypnosis therapy Tanning salons Flooring Transmissions Florists Private detectives Weight Loss Pet stores Political candidates Women’s fitness Used clothing Copy centers Computer repair Concrete service Printers Tile & marble Excavating Dog grooming

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.

CMBA Info Package - 2010

Auto body Barber shops Power washing Dentists, Doctors, Pharmacies Photographers Towing Travel Agencies Snow cones Tattoos & Body piercing Gift stores Hardware stores

And this is just a partial listing. As a matter of fact, almost every business that you see is a potential advertiser. If you spend an hour or so driving around your community, you will see enough companies to fill several placemats.

A WORD OF CAUTION
Due to the “family friendly” nature of this type of advertising, there are some types of ads that should always be avoided. These include “adult” bookstores and lingerie shops; gambling casinos; smoke shops; bars and package liquor; illegal activities; and any type of business that may bring embarrassment to the host restaurant, to the advertisers, to the dining public, and to yourself.

Selling to people who actually want to hear from you is more effective than interrupting strangers who don't. --Seth Godin BASIC PRINCIPLES
Let’s remember few basic principles: First, our advertisers are the most important and most valuable part of our business. We must provide them with great value. You

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.

CMBA Info Package - 2010

might offer advertisers a non -compete agreement if they ask for it (this makes selling ads easier). Don’t make it a central part of your sales pitch, though, because you may need to fill one or two spaces with competing ads. Secondly, you must NEVER advertise businesses that will compete with your host restaurant (exceptions could be ice cream parlors, doughnut shops, etc.). If you’re in doubt, just check with the restaurant owner or manager. Sometimes they will not object. But if in doubt, always ask. You certainly do not want to deliver the products and later find that the restaurant owner refuses to use them because he objects to one or more ads. The restaurant managers are eager for you to get the advertising spaces filled. And they know that it is your job to sell ads for his restaurant. Just be careful about the types of businesses that you solicit to advertise in your placemats. By doing a quick scan of the types of business that are listed here as an example, you can see that every community has plenty of potential advertisers. Always do monthly check-ups on the restaurants to make sure they are serving your Cool Mats. Never pay them in advance. Always pay at the end of each month when they have served 5000 Cool Mats. Deliver them another 5000 Cool Mats and give them a $100 Gas Card for the previous 5000 distributed.

Your best customers are worth far more than your average customers. --Seth Godin Your FREE Online Cool Business Directory
Each CMBA receives local area online cool business directory – FREE to help you get the word out about your new Cool Mats business. This is a great way to promote your local businesses (both your current advertisers and potential advertisers) in the future.

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.

CMBA Info Package - 2010

Enter a minimum of 50 local businesses in your local area online cool business directory FREE. Each time you enter a local business (enter their email), an email goes to that business introducing YOU, Cool Mats and our advertising services. As soon as you add a business to the directory, your customer will get a personalized email informing them that their business has been added to your directory FREE courtesy of Cool Mats (you). It will ask them to consider advertising on Cool Mats. It will show them a picture of Cool Mats as well.

Reserve your exclusive CMBA territory today. We generate a lots of leads for you through each local affiliate area's free business directory. As an example, please see Brampton's Cool Business Directory.
Your local area online directory is a great way for you to make connections, build relationships and create rapport with your local area businesses.

Here is a sample email; the business owner will receive when their business is added to the online directory (this is from Markham, your email will include your contact info).
Dear Michael, Hi, my name is Jack Chang and I represent Cool Mats Markham. I am pleased to add your business listing FREE of charge at Markham's Cool Business Directory courtesy of Cool Mats. Cool Mats is a brand new way to put your business in front of your best customers. Promote your business with Cool Mats. Be sure to visit Cool Mats The Coolest Ads In Town.

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.

CMBA Info Package - 2010

www.CoolMats.ca We look forward to promoting ACME Travel Agency in the near future. Michael, have a great day. Jack Chang Cool Mats Business Affiliate - Markham http://www.coolmats.ca/markham/ [email protected] Please verify your business listing data: Please feel free to login and update any info regarding your business listing. Thank you Name : Michael Tyler Business Name : ACME Travel Agency Member since: 24 Feb 2010 Membership Level : Markham Cool Business (Free) Membership status : Active E-mail : [email protected] Password: {Member_Password}

Your best customers are worth far more than your average customers. --Seth Godin Cool Mats System and Platform Think Simple - Keep It Simple - Less Is More

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.

CMBA Info Package - 2010

Provide this FREE SERVICE to restaurants Sell LOW COST Advertising that works Market a program that SELLS ITSELF TARGET businesses near each restaurant Make a QUICK SALE in just 5 minutes Grow YOUR BUSINESS at your own pace Part time Hours with FULL TIME PAY Create RESIDUAL INCOME Cool Mat after Cool Mat Get businesses CALLING YOU to advertise

Complexity means distracted effort. Simplicity means focused effort. --Edward de Bono

Total Gross Ad Revenue per completed Cool Mat = $6300.00 Payment to Cool Mats for 15,000 Cool Mats = $1500

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.

CMBA Info Package - 2010

Payment to Restaurant = $300 (In Free Gas Cards, $100 for each 5,000 cool mats distributed)

---------------------------------------------------------

Your Total Gross Profit per Completed Cool Mat = $4500.00 (This is for one restaurant and 20 paid advertisers. Imagine, if you can sign up 10 or 15 restaurants in your local area!!!)
-------------------------------------------------------Your Advertiser's Cost is less than two pennies per Cool Mat!!!

Cool Entrepreneurs - The Coolest Entrepreneur In Town
Our unique affiliate opportunity allows you to collect profits from your own exclusive Cool Mat Business Affiliate territory. This opportunity is a dream come true for a serious marketer. You can market Cool Mats in

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.

CMBA Info Package - 2010

your area with full confidence knowing no matter how customers sign up, you get paid.

Exclusive territories provide the best potential for financial reward and are the most valuable asset your business can own. The reality is, your territory is your future.
As part of the Cool Mats network, you are guaranteed maximum opportunity through an exclusive territory agreement. You'll never see another Cool Mats Business Affiliate (CMBA) opening in your selected affiliate area digging into your profitability. Our expansion is committed to developing each individual Cool Mats Business Affiliate to its full potential within an exclusive territory. We will not sacrifice your ability to increase your business to increase ours. We will help you grow your business by bringing you hot leads and advertisers from your exclusive affiliate area. All advertising and restaurant requests that we receive from your exclusive affiliate area will promptly be given to you.

High achievers spot rich opportunities swiftly, make big decisions quickly and move into action immediately. Follow these principles and you can make your dreams come true. --Robert H. Schuller
Claim Your Cool Mats Business Affiliate (CMBA) In Your Town (Reserve Your Exclusive Affiliate Area Before Someone Else Beats You To It)

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.

CMBA Info Package - 2010

One-Time Cool Mats Business Affiliate Fee of only $9,500.00 $2700.00 Per Town (Limited Time Offer, Special Promo Price During Our CMBA Program Launch.) All Towns (Exclusive Affiliate Areas) Are Awarded Strictly On A First-Come, First-Served Basis. There are NO MONTHLY FEES. NO FRANCHISE ROYALTY FEES. NO ANNUAL FEES OF ANY KIND. Your Affiliate Area Exclusivity is guaranteed through Cool Mats Business Affiliate License Agreement.

3 Simple Steps To Become A CMBA
(i) Find out if your exclusive affiliate area is still available by sending a quick email to [email protected] (ii) Fill out CMBA Application (see below). Fax your signed CMBA license agreement and CMBA application for approval to 866-302-7490. Once you are approved as a CMBA, make your one-time CMBA fee payment. We accept Checks, Visa, MC, Amex and Paypal. (iii) You will receive a welcome letter along with your access info (user name and password) to our private CMBA Intranet containing training manual, restaurant placement agreement, advertising placement agreement, customer forms, sales information, advertising artwork upload area, Cool Mats ordering information and FREE Online Business Directory for restaurants and advertisers in your local affiliate area.

Our Obligations:
1. Ongoing online support 2. To sell you Cool Mats and related products 3. To forward all sales leads from your affiliate territory to you

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.

CMBA Info Package - 2010

4. To provide our TM, Logos, posters and promotional material

Your Obligations:
1. Maintain our Cool Mats image and standards including following our system as laid out in our manual and Cool Mats licensing agreement 2. To ONLY use approved Cool Mats (designed and printed by Cool Mats Corporate Office) when selling advertising 3. Offer Cool Mats products and follow-up all leads with the friendliest prompt customer service, honesty, and sincerity. Follow up with all advertisers promptly. Always add free online listings from your advertisers and local area businesses to your local area Cool Business directory FREE 4. You are allowed to sell other third party products as long as these products don't compete with Cool Mats products and are NOT contrary to Cool Mats’ image/concept 5. Ensure and certify (whenever requested) that you are in full compliance with our Licensing Agreement at all times you are in business with Cool Mats

You now have the knowledge, the system and the platform to go confidently in the directions of your goals. There are NO Monthly Fees. fees. There are NO royalties. There are NO annual

Be independent. Be Free. This is YOUR AHA Moment! Take action at this exact moment to become a CMBA. We look forward to welcoming you onboard soon. The next step is to fill out the application and agreement below and fax to 866-302-7490 for approval.

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.

CMBA Info Package - 2010

May the Force be with You. Good Luck and God Speed.

Questions? [email protected]
Always bear in mind that your own resolution to succeed is more important than any other one thing. --Abraham Lincoln
CONFIDENTIAL NEW CMBA APPLICATION Complete and Fax to 866-302-7490 for approval.
Date: ___________________________ Your Preferred Territory (please list at least 3 in the order of your preference): ___________________________ ________________________________________________________________________________________________

APPLICANT’S NAME: ____________________________________ Email:________________________________ Res. Telephone ( ) _______________ Business Telephone ( ) _________________ Fax ( ) __________________

Residence Address: Street ______________________________________________ Apt. ________________________ City _______________ State/Province____________ Zip/Postal Code ___________ Country ____________________ How long at this address? __________________________________________________________________________ Date of Birth ______________________ Have you ever owned your own business? Yes ______ No ________ Spouse’s Name ______________________________ Will your spouse be active in the business? _________________ Are you currently a party to any pending legal action? Yes _____ No _____ If yes, please state details______________ ________________________________________________________________________________________________ Have you ever been convicted of any offence other than traffic related violations? Yes _______ No _______ If yes, please state details

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.

CMBA Info Package - 2010

________________________________________________________________________________________________ OCCUPATION Present Occupation _______________________________________________________________________________ Business Address: Street ________________________________________ Suite ______________________________ City __________ State/Province _______ Zip/Postal Code ________ Telephone ( ) ____________________________ PREVIOUS EXPERIENCE
(List below the last occupations and experience.)

________________________________________________________________________________________________ ________________________________________________________________________________________________ ________________________________________________________________________________________________ ________________________________________________________________________________________________

EDUCATION Grade School Year Completed
________________________________________________________________________________________________

High School Year Completed Diploma Received
________________________________________________________________________________________________

College or University Year Completed Degree Received
________________________________________________________________________________________________

Other (please specify)
________________________________________________________________________________________________ ________________________________________________________________________________________________

ANNUAL INCOME
________________________________________________________________________________________________

CASH INVESTMENT AND WORKING CAPITAL AVAILABLE TO INVEST IN THIS BUSINESS $5,000 _______________ $10,000 _____________ $25,000 or more _____________________________ What is the source of these funds? ________________________________________________________________________________________________ REFERENCES

1. Individual & Position ________________________________ Years Acquainted _____________

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.

CMBA Info Package - 2010

Company ______________________________________________________________________ Address ___________________________________________ Telephone ( ) ______________ 2. Individual & Position ________________________________ Years Acquainted _____________ Company ______________________________________________________________________ Address ___________________________________________ Telephone ( ) ______________ 3. Individual & Position ________________________________ Years Acquainted _____________ Company ______________________________________________________________________ Address ___________________________________________ Telephone ( ) ______________ TO COOL MATS I ACKNOWLEDGE THAT COMPLETION AND SUBMISSION OF THIS APPLICATION IN NO MANNER BINDS OR COMMITS COOL MATS. to accept me as a CMBA Licensee. Such selection being at the sole selective discretion of COOL MATS and its management. I certify that my personal and financial statement is true. I am not being sued and there are no executions against me. I authorize COOL MATS or their agents to obtain such factual and investigate information regarding me from others as permitted by law, and to retain this application for corporate records. Dated this _________________________________ Day of _________________________, 20 _________ Witness _______________________________________ Name _________________________________ Signature ___________________________________
Cool Mats™ – The Coolest Ads In Town® Read, Sign and Fax to 866-302-7490 LICENSING AGREEMENT

THIS IS A CONTRACT. PLEASE READ IT CAREFULLY. BY INDICATING YOUR ACCEPTANCE BELOW, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS LICENSING AGREEMENT. This Agreement is made in Brampton, Ontario, between Cool Mats™ ("Cool Mats") and you, as named on the signature page of this Agreement, ("CMBA") effective as of the date we process your license fee payment. BACKGROUND Cool Mats is engaged in the advertising publication business of selling a variety of advertising and promotional products such as placemats, menus, flyers, ad boards, ad directory, ad based promotional items and complementary products (collectively "Cool Mats Products"), in association with the following: methods of sales, presentation, and merchandising such products using standards, specifications, procedures, quality, and techniques that Cool Mats has developed and may continue to develop from time to time in Cool Mats' sole discretion (all collectively "Licensed Rights"). CMBA operates one or more advertising sales facilities ("Licensed Affiliate Area") and wishes to offer Cool Mats Products in accordance with the Licensed Rights pursuant to the terms of this Agreement. Cool Mats is willing to authorize the individual and company identified on the signature page of this Agreement to sell Cool Mats Products in accordance with the Licensed Rights on the terms set out in this Agreement. As part of this Agreement, CMBA and Cool Mats have agreed to the following: SERVICES BY COOL MATS Cool Mats will loan CMBA a copy of its typical specifications, designs and layouts for Cool Mats Products to be used to incorporate Cool Mats Products into Licensed Affiliates sales. CMBA is required to develop, sell, serve and merchandising of the Cool Mats Products in accordance with Cool Mats standards, specifications, components, quality, and techniques. Cool Mats will identify the names of approved suppliers for Cool Mats Products and their components, and associated products. Cool Mats will provide CMBA training program, via an online Intranet system, which a CMBA will be required to complete before sales of any Cool Mats Products by CMBA.

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.

CMBA Info Package - 2010

TRADEMARK LICENSE Cool Mats is the owner of the trademarks, trade names, service marks, and symbols outlined in this Agreement (including but not limited to COOL MATS) (collectively the "Marks"). As part of this Agreement, Cool Mats grants CMBA a non-exclusive license to use the Marks only in the Licensed Affiliate Area and only on and in connection with Cool Mats Products, and for this purpose to affix the Marks to or on packaging, advertising, and promotional materials sold, used, or distributed in connection with the Cool Mats Products. CMBA agrees to limit its use of the Marks to the Licensed Affiliate Area and to the Cool Mats Products, according to processes, specifications, and other quality standards reasonably established or approved by Cool Mats for the Cool Mats Products in connection with which the Marks are used. Cool Mats has the right to approve packaging, promotional items, and advertising bearing the Marks prior to use. All rights in the Marks other than those specifically granted in this Agreement are reserved to Cool Mats for its own use and benefit. Upon the expiration or termination of this Agreement, all rights to use the Marks in the manner provided for in this Agreement shall revert automatically to Cool Mats, and CMBA shall immediately discontinue all use of the Marks. TERM AND RENEWAL Unless terminated earlier as set out in this Agreement, this Agreement shall expire 10 years from the effective date of this Agreement, being the purchase date of the license. This Agreement shall automatically renew for an unlimited number of additional terms of 1 year each, unless: (1) CMBA gives Cool Mats written notice of its election not to renew at least 60 days before the expiration of the then-current term; or (2) at the expiration of the then-current term CMBA is in default of any provision of this Agreement. FEES CMBA shall pay Cool Mats an initial fee for each Licensed Affiliate Area upon execution and delivery of this Agreement. All such fees are non-refundable. CMBA shall have no obligation to pay any ongoing royalty to Cool Mats in consideration of the right to operate as an authorized seller of Cool Mats Products and licensee of Licensed Rights. CMBA shall purchase Cool Mats Products, and all components of Cool Mats Products, as needed, directly from Cool Mats and its authorized distributors, at such prices and on such terms as Cool Mats and its distributors establish. CMBA acknowledges and agrees that Cool Mats makes money on the sales of Cool Mats Products and Products and components. CMBA is required to purchase Cool Mats Products on a monthly basis in order to retain the rights granted in this Agreement. The minimum monthly order required to retain the rights granted under this Agreement for is $1,500.0 per Licensed Affiliate Area. LIMITATIONS ON USE CMBA acknowledges that it had no part in the creation or development of Cool Mats trademarks, service marks, and trade names. Cool Mats is the exclusive owner of the Licensed Rights and of the standards, specifications, procedures, designs, layouts, techniques, and other concepts embodied therein. CMBA is a licensee only, and will use the Licensed Rights only in conjunction with the sale of the Cool Mats Products that CMBA is authorized to sell and strictly in accordance with the terms of this Agreement. Any unauthorized use of the Licensed Rights is and shall be deemed to be an infringement of Cool Mats rights. CMBA shall not use the Licensed Rights in association with the sale, advertisement, marketing, distribution, or promotion of any food item, product, or service that is not approved in writing by Cool Mats. Except as expressly provided by this Agreement, CMBA shall not acquire any right, title, or interest in or to the Licensed Rights. All goodwill associated with the Licensed Rights shall ensure exclusively to Cool Mats benefit, and any and all improvements in or to the Licensed Rights developed by CMBA shall be and become the sole and absolute property of Cool Mats. CMBA shall not at any time take any action whatsoever to question or contest the validity, right, title, or interest of Cool Mats in and to the Licensed Rights and the goodwill associated therewith. The use of the Licensed Rights granted under this Agreement is non-exclusive and Cool Mats retains the right, in its sole discretion: (1) to continue to construct and operate other Cool Mats outlets of all types, and to license, franchise, and otherwise permit others to do so, and to use the Licensed Rights in any location, including locations in close or immediate proximity to the Licensed Affiliate Area, and to license, franchise, and otherwise permit others to do so; (2) to develop, use, and to license others to use, the rights to any trade names, trademarks, service marks, trade symbols, emblems, signs, slogans, insignia, patents, or copyrights for use with franchised or Licensed Rights for the sale of Cool Mats Products or services, including but not limited to those that are part of the Licensed Rights licensed under this Agreement, without granting CMBA any rights therein; (3) to develop, merchandise, sell, and license others to sell the Cool Mats Products and other Cool Mats Products to the public through grocery and any other outlets anywhere; and (4) to offer to other licensees and franchisees of Cool Mats various promotions, programs, assistance, and benefits unavailable to CMBA. CMBA shall sell and offer Cool Mats Products only in the Licensed Affiliate Area and shall not sell and offer Cool Mats Products at any unapproved location, temporary or permanent, or otherwise exceed the scope of the license, without the prior written consent of Cool Mats. CMBA shall not use the Licensed Rights associated with any Cool Mats Products that CMBA is not authorized to sell. CMBA shall not sell any products that are similar to or in competition with any of the Cool Mats Products. ASSIGNMENT CMBA shall not sell, assign, donate, transfer, convey, or encumber this Agreement, the Licensed Rights, or any other right or interest hereunder, and shall not suffer or permit any such assignment, transfer, or encumbrance to occur by operation of law or otherwise, without the prior written consent of Cool Mats. Cool Mats may assign all or any part of this Agreement and any related rights at its sole and absolute discretion.

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.

CMBA Info Package - 2010

CONFIDENTIALITY During the term of this Agreement and for a period of 2 years after termination of this Agreement for any reason, CMBA, any persons controlling, controlled by, or under common control with CMBA, and any managerial employee employed for or by CMBA, shall not, without Cool Mats prior written consent, sell or serve any products which are substantially similar to or competitive with the Cool Mats Products, whether on a sale or complimentary basis; and shall at all times treat as confidential such information as Cool Mats may designate from time to time for confidential use with the Cool Mats Products or the Licensed Rights, as well as all other trade secrets, confidential information, knowledge, and know-how concerning the modification or operation of a Licensed Store that may be imparted to or acquired by CMBA from time to time in connection with this Agreement, and to use diligent efforts to keep such information confidential. CMBA acknowledges that the unauthorized use or disclosure of such confidential information and trade secrets will cause incalculable and irreparable injury to Cool Mats. CMBA accordingly agrees that it shall not, at any time, without Cool Mats prior written consent, disclose, except to such employees or agents as must have access to such information in order to modify or operate a Licensed Store or account for its revenues and expenses, or use or permit the use of, except as may be required by applicable law or authorized by this Agreement, such information, in whole or in part, or otherwise make the same available to any unauthorized person or source. These obligations and restrictions shall remain in full force and effect following the termination or expiration of this Agreement. INDEMNITY CMBA shall defend, indemnify, and hold Cool Mats harmless from and against any liability or damage, including reasonable lawyers' fees, that Cool Mats may incur as a result of claims, demands, costs, or judgments, of any kind or nature, by anyone whomsoever, arising out of or otherwise connected with this Agreement, the license granted hereunder, the Licensed Rights, or the acquisition, construction, renovation, financing, equipping, ownership, inspection, repair, maintenance, or operation of a Licensed Store, except claims for which Cool Mats gross negligence is established as the sole cause. Cool Mats may, but is not obligated to, undertake the defence of any such claim or demand and supervise all settlement negotiations related thereto, provided, however, that if it does so, Cool Mats shall pay the legal fees it incurs in connection with such defence and settlement. If a proposed settlement would result in liability or financial contribution by CMBA, Cool Mats shall not settle the claim, demand, or proceeding without CMBA's approval. CMBA acknowledges that Cool Mats election to undertake the defence or settlement of a claim or demand subject to indemnification hereunder will in no way be construed as diminishing or extinguishing CMBA's obligation to indemnify and hold Cool Mats harmless. TERMINATION Cool Mats may, at its sole discretion, terminate this Agreement in its entirety immediately upon giving notice to CMBA: (1) if CMBA misuses the Licensed Rights, fails to use the Licensed Rights in accordance with their terms or in accordance with this Agreement, otherwise materially impairs the goodwill associated therewith or Cool Mats rights therein, or if CMBA uses in conjunction with any of the Cool Mats Products any names, marks, Licensed Rights, insignia, or symbols not authorized by Cool Mats; (2) if CMBA files or has filed against it a case in bankruptcy, reorganization, or similar proceeding under the bankruptcy laws of United States and Canada, if the bank accounts, property, or receivables of CMBA are attached and such attachment proceedings are not dismissed within a 30day period, if execution is levied against the business or property of CMBA, or if a suit to enforce any lien or mortgage against a Licensed Store or equipment thereof is instituted and not dismissed within 30 days; (3) if CMBA receives from Cool Mats 3 or more written valid notices of default or notices of violations of this Agreement; or (4) if CMBA fails to begin offering Cool Mats Products for sale in the Licensed Affiliate Area within 6 months after the effective date of this Agreement. Upon termination of this Agreement for any reason, or upon expiration of the term hereof, CMBA agrees as follows: (1) to immediately stop selling Cool Mats Products and stop using or permitting the use of the Licensed Rights at the Licensed Stores; (2) to return to Cool Mats all materials, manuals, plans, specifications, designs, records, samples, models, programs, handbooks, or drawings related to or concerning Cool Mats operations, the Licensed Rights, and the Cool Mats Products; (3) to immediately stop (i) acting in any way as an authorized vendor of the Cool Mats Products or licensee of Cool Mats, and (ii) using any of Cool Mats confidential information, trade secrets, signs, symbols, recipes, formulas, food mixes, or other materials constituting the Cool Mats Products or the Licensed Rights at the Licensed Stores; (4) to immediately pay Cool Mats all amounts due to Cool Mats; and (5) to promptly destroy or surrender to Cool Mats all stationery, letterheads, forms, printed materials, promotional displays, and advertising containing any aspect of or reference to the Cool Mats Products or the Licensed Rights. If CMBA fails to make such changes, then Cool Mats or its agents may enter each affected Licensed Store and make such changes at CMBA's expense. ENFORCEMENT Due to the irreparable harm that could be caused by CMBA's violation of any of the terms of this Agreement, in addition to any other relief available at law or equity, Cool Mats or its designee shall be entitled to obtain without bond or security, any restraining orders or temporary or permanent injunctions in order to enforce, among other things, the provisions of this Agreement relating to the Licensed Rights and CMBA's obligations upon termination or expiration of this Agreement, and to prohibit any act or omission by CMBA, its employees, or Licensed Stores, that constitutes a violation of applicable law or threatens the Licensed Rights. CMBA's only remedy if such an injunction is entered will be the dissolution of the injunction, if appropriate, and CMBA waives and holds Cool Mats harmless from all damage claims if the injunction is wrongfully issued. Except insofar as Cool Mats elects to enforce this Agreement by judicial process, injunction, or specific performance as otherwise provided herein, all disputes relating to this Agreement or the relationship between the parties shall be submitted to and settled by

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.

CMBA Info Package - 2010

arbitration in accordance with the Commercial Arbitration Rules of the American/Canadian Arbitration Association or any successor association. The expenses of the arbitration, other than lawyers' fees, shall be paid entirely by the losing party. If Cool Mats enforces this Agreement in a judicial proceeding, Cool Mats shall be entitled to reimbursement of its costs and expenses including, without limitation, reasonable lawyers' fees, court costs, and other litigation expenses, whether incurred prior to or in preparation of such judicial proceeding. GOVERNING LAW This Agreement is accepted by Cool Mats in the Province of Ontario and shall be governed by and interpreted in accordance with Ontario law, which shall prevail in the event of any conflict of laws. Cool Mats and CMBA irrevocably submit themselves to the exclusive personal jurisdiction and venue in the courts of the judicial districts in which Cool Mats principal place of business is located within the Province of Ontario and hereby waive any objection to either the personal jurisdiction or venue of such courts. IN WITNESS WHEREOF, the parties hereto have executed this License Agreement.

Dated as of:

(Please print clearly.)

CMBA Full Business Name: Signature: Signatory Name: Address: Tel: CMBA Area (s): Fax: Email: By: (If applicable) I have authority to bind the corporation. Position/Title:

COOL MATS Cool Mats By:

Copyright 2010 - Cool Mats (TM) - All trademarks are property of their respective owners.

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