Jim Gilchrist’s

Minuteman Project, Inc.

Minuteman Project, Inc. P.O. Box 3944 Laguna Hills, California 92654
Office: 949-222-4266 Fax: 949-222-6607

Agreement made _______________ , 2010 between Jim Gilchrist’s Minuteman Project, Inc., a corporation organized and existing under the laws of Delaware, with its principal office located in Aliso Viejo, California ("JGMMP"), and ___________________ (Local Organization), with its principal office located at ______________________________________________________________________.

RECITALS

A. The JGMMP represents that since 2004, has continuously used, as a name, tradename, trademark or pending trademark, the phrase "Minuteman Project” and since 2006 it has done so in combination with an illustration in the manner shown on the logo attached to this agreement, marked Exhibit A, and made a part of this agreement.

B. The JGMMP is the owner of said name, logo, trademark, pending trademark, or trade name.

C. The parties wish that the Local Organization will use the name, logo, trade name, trademark, or pending trademark in their local area for the purposes and interests of JGMMP.

D. It is in the interest of both parties that unauthorized and unfair uses of the phrase "Minuteman Project" and the phrase Jim Gilchrist’s Minuteman Project be prohibited, and that infringers and all persons guilty of unfairly competing with JGMMP and the Local Organization to this agreement be diligently prosecuted to final decree and injunction.

E. Jim Gilchrist’s Minuteman Project is a grass roots organization which is ready in a minute of time to call national awareness to any immigration issue which challenges the security or sovereignty of the United States of America.

F. This agreement does hereby replace and supersede all previous agreements both written and verbal that were entered into by the “Minuteman Project” or “Jim Gilchrist’s Minuteman Project” and the Local Organization in respect to chapter or organizational designation between the Local Organization and Minuteman Project or JGMMP.

G. The name that is chosen for commercial use by the Local Organization that will be used in conjunction with logo, trade name, trademark, pending trademark in representation of the Minuteman Project or JGMMP must first be submitted and approved by JGMMP before entering into contractual relationship with JGMMP.

H. The likeness of Jim Gilchrist shall not be used in any form by the Local Organization without written permission from Jim Gilchrist.

I. In consideration of the matters described above, and of the mutual benefits and obligations set forth in this agreement, the parties agree as follows:

SECTION ONE.

RESTRICTIONS ON USE

The Local Organization agrees not to use the name, logo, tradename, trademark, or pending trademark in any manner other than as those consistent with the cause and purposes of Jim Gilchrist’s Minuteman Project, Inc.

SECTION TWO.

INFRINGEMENT

Nothing in this agreement will prevent the JGMMP from employing counsel to represent it in such litigation, but if it elects so to do, the JGMMP will pay the fees of any counsel so employed by it.

SECTION THREE.

NO INTERFERENCE

1. The JGMMP agrees to allow the Local Organization to use the name, logo, tradename, trademark or pending trademark “Minuteman Project” in conjunction with the logo, Exhibit A, and not to interfere with the right of the Local Organization to use the phrase “Minuteman Project” and the phrase Jim Gilchrist’s Minuteman Project as its name, to identify itself as an authority in connection with the cause and purposes of the Minuteman Project, Inc. to the public, in advertising material, newspaper column, as a servicemark for its styling services, and also in any manner consistent with the cause and purposes of Minuteman Project, Inc. Furthermore JGMMP aggress to allow the Local Organization to use the term “chapter” in its name with reference to the phrase Minuteman Project and the phrase Jim Gilchrist’s Minuteman Project.

SECTION FOUR.

NO ASSIGNMENT

The Local Organization further agrees never to assign the right to use the name, logo, tradename, trademark, pending trademark, or the likeness of Jim Gilchrist it being the intention of the parties that the right is to be used by the Local Organization for the purpose and cause of Minuteman Project, Inc. in their local area; provided, however, that the JGMMP may enter into an agreement with any one person, firm or corporation by which the JGMMP may give such person, firm or corporation the right to use its name, logo, tradename, trademark or pending trademark or likeness of Jim Gilchrist. Nothing contained in this agreement shall be construed to grant or assign to Local Organization any additional right, title or interest in such the name, logo, tradename, trademark or pending trademark or likeness of Jim Gilchrist, except such limited right to use such trademarks and tradenames.

SECTION FIVE.

RESERVATION OF RIGHTS

The JGMMP reserves the sole and exclusive ownership of the name, logo, tradename, trademark, or pending trademark covered by this agreement or as the case may be. On the termination of this agreement, or on the request of the JGMMP, the Local Organization shall immediately and completely discontinue all use of such name, logo, tradename, trademarks, or pending trademark and likeness of Jim Gilchrist.

SECTION SIX.

DISCLAIMER OF PARTNERSHIP, SUBSIDIARY RELATIONSHIP, AGENCY , OR OTHER FORM OF JOINT ENTERPRISE BETWEEN PARTIES

Nothing contained in this agreement shall be construed in any way to create a partnership or subsidiary relationship between the parties to this agreement. Nothing contained in this agreement shall be construed as creating any agency or other form of joint enterprise between the parties.

SECTION SEVEN.

ASSIGNMENT OF AFTER-ACQUIRED TRADEMARK RIGHTS TO JGMMP

In further consideration of the rights granted Local Organization pursuant to this agreement, Local Organization agrees to assign to JGMMP, on termination of this agreement, and without additional consideration, any trademark rights and equities, and any titles incidental to such rights, that may have vested in Local Organization as a result of any activities of Local Organization pursuant to this agreement.

PAYMENT

Local Organization agrees to pay JGMMP upon execution of this agreement $0 for the rights conferred herein which is represented as an annual renewable payment. Any future payments will be set at a sum determined solely by the JGMMP.

SECTION EIGHT.

TERM OF AGREEMENT

The initial term of this agreement , also known as the "primary term , " shall commence on the date signed by the representative of the Local Organization, and end one year thereafter. It shall be renewed annually, if both parties so agree, and if payment is made as set by the JGMMP.

SECTION NINE.

TERMINATION

A. Either party may terminate this agreement at any time, at will and without cause.

B. JGMMP shall have the right to terminate this agreement at will, with or without cause, or upon the occurrence of any one or more of the following events:

1. The failure of Local Organization for any reason to carry on diligently and in good faith the endeavors contemplated in this agreement, including, but not limited to advancing causes contrary to or unrelated to the cause and purpose of the Minuteman Project as stated in the recital paragraph “E”.

2. The failure of Local Organization to make any payment within 30 days as payment becomes due;

3. The breach by Local Organization of any material term of this contract.

4. Any illegal or unethical conduct by the Local Organization.

B. JGMMP may exercise such right of termination by giving Local Organization written notice of JGMMP's election to terminate. At such time this agreement shall automatically terminate, and Local Organization shall have no further right covered by this . agreement.

C. If this contract is terminated under any of the provisions of this section, JGMMP shall be entitled to retain any and all moneys, royalties, advances, and other things of value paid or delivered from the use of rights conferred herein.

SECTION TEN.

MUTUAL RELEASE

Each party agrees to release the other from any liability, whether arising from contract or tort, or otherwise, and do hereby release, cancel, forgive and forever discharge each other party and its individual members, officers, directors, employees, predecessors, subsidiaries, affiliates, divisions, heirs, successors and assigns from all actions, claims, demands, damages, obligations, liabilities, controversies and executions, of any kind or nature whatsoever, whether known or unknown, whether suspected or not, which have arisen, or may have arisen, or shall arise and each party does specifically waive any claim or right to assert any cause of action or alleged cause of action or claim or demand which has, through oversight or error intentionally or unintentionally or through a mutual mistake, been omitted from this Release. Such release shall specifically not extend to actions based upon the continued use by the Local Organization of the rights herein conferred after the termination of the agreement, as stated herein.

SECTION ELEVEN.

CONDITIONS

As a condition of the rights conferred herein, the Local Organization agrees to recruit new members to the cause of the Minuteman Project, to hold a monthly meeting of members of its local organization, to abide by the rule of law, to act ethically and to associate with no individuals or organizations involved in illegal, unethical, racist or other morally questionable activity. Furthermore it is encouraged that all members of the Local Organization sign the Minuteman Pledge marked, exhibit B, as a statement of good faith on the behalf of the member and Local Organization.

Dated: ________ Jim Gilchrist’s

MINUTEMAN PROJECT, INC.

By: ______________________

Its: ______________________

Dated: ________ Local Organization,

___________________________

By: ______________________

Its: ______________________