This Sales Representative Agreement (the "Agreement") contains the terms and conditions between you (the “Sales Representative”), and Cobalt Media, LLC (the "Company"). Sales Representative and Company may also be referred to individually as a "Party" or collectively as the "Parties" throughout this Agreement.

1. Appointment and Duties of the Parties.

1. Engagement. Company hereby provides Sales Representative, and Sales Representative hereby accepts, a limited, non-exclusive, revocable, worldwide, royalty free license to publicly display, market, and promote the products (collectively, the “Products”) offered for sale on the Company’s website (www.flagfootballninja.com, the “Cobalt Website”) in exchange for certain fees payable to Sales Representative as set forth in this Agreement.

2. Services Provided by Sales Representative.  Sales Representative will endorse the Products to customers known to Sales Representative, visitors to Sales Representative’s website, or others (collectively, "Customers") in accordance with the direction offered by the Company.  Sales Representative must register to be an affiliate of the Company through the third-party service provider (www.e-Junkie.com)
3. Obligations of Company.  Company will make available to Sales Representative, certain marketing material for Sales Representative’s use in promoting the Products. Company will maintain accurate records of the customer transactions contemplated under this Agreement. As applicable, Company will provide the technical information and support necessary for Sales Representative to refer Customers to Company and/or promote the Products.
2. Ownership. 

      Each party shall retain all rights, title, and interest in its intangible property, including but not limited to registered and unregistered, copyrights, trade dress, trade names, trademarks, service marks, corporate names, logos, inventions, patents, patent applications, software, know-how, and all other intellectual property and proprietary rights relating to such intangible property (collectively “Intellectual Property“). Nothing herein will confer upon either Party any right of ownership in any of the other Party's Intellectual Property.

3. Limitations of Authority. 

      Sales Representative will act solely as Company’s limited purpose representative for the purposes set forth in this Agreement.  Sales Representative will not be deemed an agent of Company for any purpose. Except regarding referral of the Products as permitted by this Agreement, neither Party will have authority to bind the other Party to any license, contract or agreement, make or accept any offer on behalf of the other Party, offer any service, warranty or guarantee, or disclose any confidential information unless expressly authorized to do so in writing. No dealership, partnership, joint venture arrangement, association or employment shall be deemed to exist by reason of this Agreement, and it is not intended by the parties to benefit any third-party beneficiary. 

4. Compensation of Sales Representative. 
   1. Commission and Payment.  In consideration for the services rendered by Sales Representative pursuant to this Agreement, Sales Representative will receive from Company base compensation in the amount of 25% of all sales from Customers generated by Sales Representative.   Company will promptly deliver to Sales Representative its commission payment in arrears on a monthly basis, but in no case will payment be delayed beyond 30 days from the end of the month in which the commissions were earned. Payment will be made by PayPal or by check (Commissions paid by check incur a $10 processing fee). 
5. Term and Termination. 

      This Agreement will become effective upon Sales Representative’s acceptance of the terms and conditions of this Agreement and will continue indefinitely until, (i) written notice of termination is delivered by Company to Sales Representative, (ii) terminated by Sales Representative on giving to Company, 30 days written notice of termination, or (iii) written notice of Sales Representative’s breach of this Agreement is delivered to Sales Representative by Company.  All terms and provisions under this Agreement that should by their nature survive the termination or expiration of this Agreement will so survive, including but not limited to the Sections 2, 3, 6, 7, 8 and 9 of this Agreement.

6. Protection of Confidential Information.
   1. Disclosure of Confidential Information.  The Parties acknowledge that by reason of their relationship under this Agreement, they may have access to and acquire knowledge from, material, data, systems and other information concerning the operation, business, projections, market goals, financial affairs, products, customers and Intellectual Property Rights of the other Party that may not be accessible or known to the general public ("Confidential Information"). Each Party receiving Confidential Information (the "Receiving Party") agrees to maintain all such Confidential Information received from the other Party (the "Disclosing Party"), both orally and in writing, in confidence and agrees not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the financial terms of this Agreement to its legal and financial advisors if such third parties agree to maintain the confidentiality of such Confidential Information. The Receiving Party's obligation of confidentiality shall survive this Agreement for a period of three (3) years from the date of its termination, and thereafter shall terminate and be of no further force or effect.  Such Confidential Information, however, does not include Confidential Information which (i) is or becomes a matter of public knowledge through no fault of or action by the Receiving Party; (ii) was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party; (iii) subsequent to disclosure, is rightfully obtained by the Receiving Party from a third party who is lawfully in possession of such Confidential Information without restriction; (iv) is independently developed by the Receiving Party without resort to the Disclosing Party's Confidential Information; or (v) is required to be disclosed by law or judicial order, provided that prior written notice of such required disclosure is furnished to the Disclosing Party as soon as practicable, and prior to disclosure occurring, in order to afford the Disclosing Party an opportunity to seek a protective order or other legal remedy to prevent such disclosure, and that if such order or remedy cannot be obtained, disclosure may be made without liability.
   2. Remedies for Breach of Confidentiality.  The Parties acknowledge that the unauthorized use, commercialization or disclosure of the other Party’s Confidential Information would cause irreparable harm to such other Party.  The Parties acknowledge that remedies at law would be inadequate to redress the actual or threatened unauthorized use, commercialization or disclosure of such Confidential Information and that the foregoing restrictions may be enforced by temporary and permanent injunctive relief in addition to, and not in exclusion of, any other remedies provided in this Agreement.
7. Indemnification.

      Sales Representative agrees to indemnify and hold Company harmless from and against any and all claims, causes of action, demands, losses, damages, costs and expenses of any type (including attorneys fees) arising out of or in connection with any wrongful or negligent act or omission by Sales Representative in its dealings with any potential Customer or by a Customer. Notwithstanding the foregoing, Company shall not be liable to Sales Representative for any incidental or consequential damages of any kind (including without limitation, lost profits) and in no event shall Company be liable to Sales Representative for any damages in excess of the amount actually paid under this Agreement by Sales Representative to Company.

8. Nondisparagement. 

      Each Party agrees not to disparage the other Party and the other Party's officers, directors, employees, shareholders and agents in any manner likely to be harmful to such other Party or their business, business reputation or personal reputation; provided that both Sales Representative and Company will respond accurately and fully to any question, inquiry or request for information when required by legal process.

9. Miscellaneous Provisions
   1. Independent Contractor Status.  Each Party and its personnel are independent contractors in relation to the other Party with respect to all matters arising under this Agreement.  Each Party shall be solely responsible for its own tax withholding and compensation and benefits of its own employees.
   2. Entire Agreement, Amendment.  This document constitutes the entire agreement between the Parties and supersedes all other representations, understandings or communications, whether written or verbal, with respect to the subject matter hereof.  Any amendment, modification or waiver of this Agreement, or any part hereof, shall be binding upon the Parties only if designated as an amendment to this Agreement and signed by a representative of the Parties specifically authorized to execute such binding amendments.  Waiver of any provision of this Agreement in one instance shall not preclude future enforcement of it in future situations. 
   3. Severability.  If any provision hereof is determined by arbitrators or any tribunal of competent jurisdiction to be illegal or unenforceable, it shall automatically be deemed conformed to the minimum requirements of law (to the extent it shall not substantially impair the material rights of any party hereunder) and, along with all other provisions hereof, shall thereupon be given full force and effect to the extent that such would not unreasonably deprive a party of the benefit of its original bargain.  Headings or paragraphs in this Agreement are for reference purposes only and have no substantive effect.
   4. Assignment.  Neither Party may assign or transfer any of its rights under this Agreement without the prior written consent of the other Party, and any purported assignment or transfer of rights in violation of this section is null and void; provided, however, that Company may (i) assign this Agreement and any rights or obligations hereunder, whether by operation of contract, law or otherwise, to any entity that acquires control of Company, or of substantially all of the assets of Company, whether by merger, sale or otherwise, and (ii) subcontract or assign a portion of its obligations hereunder as determined by Company without Company’s consent, provided, that Company remains liable for acts and omissions of any such subcontractor.
   5. Notices.  All notices, consents, and approvals under this Agreement must be delivered in writing by electronic mail with confirmation of receipt, courier, electronic facsimile (fax) or email with confirmation of receipt, or certified or registered mail, (postage prepaid and return receipt requested) to the other Party; and shall be effective upon receipt or three (3) business days after being deposited in the mail, whichever occurs sooner. 
   6. Applicable Law and Choice of Forum. The laws of the Commonwealth of Virginia (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Agreement and all of the transactions it contemplates, including without limitation, its validity, interpretation, construction, performance, and enforcement. 
   7. Modification.  This Agreement is subject to modification by Company upon ten (10) days Notice to Sales Representative.