Lifeboat Foundation Electromagnetic Launch Competition:  X PRIZE CUP '07

October 2007 Contestant’s Contract

THIS CONTESTANT CONTRACT (“Contract”) is entered into by and between the Lifeboat Foundation, on the one hand, and the Contestant and all associated team members and affiliates set forth below (collectively, “Contestant”), on the other hand. The Lifeboat Foundation and Contestant shall sometimes collectively be referred to as the “Parties.”
Lifeboat Foundation intends to present an electromagnetic launch competition (“Competition”) on  October 26-28, 2007 at the Holloman Air & Space Expo, in New Mexico, USA. The Competition will feature the launch of standardized projectiles, with prizes awarded for the highest altitudes achieved. It is the purpose of this Contract to set forth the terms and conditions of Contestant’s participation in the Competition. Accordingly, in consideration of Lifeboat Foundation’ promotion of, and Contestant’s desire to compete in, the Competition, the Parties agree as follows:
1.   Nature Of The Competition.
Contestant acknowledges that the Competition will involve launching moderately high energy projectiles using launchers operated by Contestant and other contestants. Such launches may result in significant damage to, or the complete destruction of, Contestant’s launcher(s). Contestant acknowledges and expressly accepts the risk of loss of any launcher(s) and property that Contestant uses to compete in the Competition. Contestant shall not assert any claims for property loss against Lifeboat Foundation or any other person or entity that arise out of or are related to the Competition.
2.   Compliance With Rules, Regulations, and Instructions.
Contestant agrees to comply with all of Lifeboat Foundation’s written and oral rules and regulations relating to the Competition. Certain of these rules and regulations can be accessed on the Internet at http://lifeboat.com/ex/em, and additional rules may be set forth orally or in writing at the Competition.
Lifeboat Foundation may (in its sole discretion) disqualify Contestant and/or the Contestant’s launcher(s) from the Competition. In rare circumstances, Lifeboat Foundation may also (in its sole discretion) evict Contestant from the Competition and the venue.
3.   Safety.
	It is essential that all launchers competing in the Competition operate safely. Contestant expressly warrants and represents that Contestant’s launcher(s) complies with all of Lifeboat Foundation’ rules and regulations relating to design, construction, and safe operation. If, at any time, Contestant believes that a launcher poses a risk of danger or injury to any person, Contestant shall immediately cease all operation of that launchers. Lifeboat Foundation shall have unlimited discretion to disqualify a launcher or an individual from competing in the Competition for any reason.
4.   Release of Liability and Indemnity.
	Notwithstanding the various efforts that will be made to ensure that the Competition is safe, Contestant acknowledges that electromagnetic launch is inherently dangerous and involves the risk of serious injury to competitors and spectators. Contestant expressly waives, releases, and holds harmless Lifeboat Foundation from all claims, demands, causes of action, damages, and/or liabilities that may arise from the Competition and any preparations for the Competition. Contestant expressly agrees to indemnify and hold harmless Lifeboat Foundation from all claims, demands, causes of action, damages, and/or liabilities which may be suffered or incurred arising out of the design, maintenance, appearance, and/or operation of Contestant’s launcher, including injury to participant or damage to participant’s property. Contestant expressly waives, releases, and holds harmless Lifeboat Foundation from all claims, demands, causes of action, damages, and/or liabilities whatsoever arising out of any damage or loss suffered by Contestant, including theft or personal property or infringement of any intellectual property rights associated with the launcher while he/she is participating in the Competition.

5.   Grant of Rights.
Except as set forth expressly in paragraph 6 below, Contestant agrees that Lifeboat Foundation shall have the perpetual non-exclusive right to display, use, and otherwise exploit all rights Contestant may hold in the following: (a) Contestant’s name, voice, likeness, biographical data, and identity; (b) the design and appearance of Contestant’s launcher(s). It is agreed that Lifeboat Foundation shall have the right, but not the obligation, to film, photograph, and/or videotape the Competition, including without limitation, events taking place prior to, during, and after the Competition, in whole or in part, by means of any media and to commercially exploit the resulting product in perpetuity, by any means. Lifeboat Foundation shall have the sole and exclusive right to distribute, sell, license, exhibit, and in any other manner exploit all derivative works resulting from the Competition and the filming, photographing, and videotaping thereof.
6.   Warranties.
Contestant warrants that he/she/it owns or controls the launcher entered pursuant to this Contract and has the right to enter this Contract and to grant to Lifeboat Foundation all of the rights, licenses, and privileged set forth above.
7.   Contestant Obligations.
At the time of execution of this Contract, the Lifeboat Foundation will provide Contestants with a payment of $1000. These funds will be used for costs associated with constructing launchers and attending the Competition. Because of the uncertain nature of this activity, specific results are not guaranteed by Contestant, but Contestant agrees to use reasonable efforts to construct a launcher and participate in the Competition.
8.   Intellectual Property.
(a)	Title to any invention, technology and intellectual property of any kind (“Invention”) conceived, first produced, first composed or first reduced to practice in the performance of the activity under this Contract remains with Contestant. Contestant has the sole right to determine the disposition of any Invention, including, without limitation, software programs, and all rights resulting from any Invention, including, without limitation, the right, at its sole discretion, to file a patent or copyright, and will so notify the Lifeboat Foundation.

(b)	In the event that Contestant files a patent or copyright on the Invention, Lifeboat Foundation may elect in notice in writing to Contestant within 3 months after notification to Lifeboat Foundation that a patent or copyright has been filed that it wishes for a non-exclusive, non-commercial, non-transferable, royalty-free license for internal non-commercial purposes only, and the terms and conditions of such license will be set forth in and subject to separate license agreement between the Parties.

(c)	Lifeboat Foundation shall retain all invention disclosures submitted by Contestant in confidence and will use its best efforts to prevent their disclosure to third parties. Lifeboat Foundation is relieved of this obligation only when this information becomes publicly available through no fault of Lifeboat Foundation.

9.	Miscellaneous.
(a) Compliance With Rules, Laws, and Statutes. In addition to the terms set forth in this Contract, Contestant agrees to be bound by and comply with any other requirements of the Competition venue and to abide by all other laws, statutes, ordinances, and regulations which may be imposed by the Federal, State, or local governments.
(b) Waiver, Amendment, Modification. Except as otherwise provided above, any waiver, amendment or other modification of this Contract will not be effective unless in writing and signed by the party against whom enforcement is sought. The waiver by either party of any of its rights or remedies in a particular instance will not be construed as a waiver of the same or different right or remedy in other instances.
(c) Severability. If any provision of this Contract is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Contract.
(d) Assignment. Contestant may not assign or delegate any rights or duties of Contestant under this Contract without the prior written consent of Lifeboat Foundation. The obligations and duties of this Contract shall be binding upon the Parties, and their successors and permitted assigns, and the rights of this Contract shall inure to the benefit of permitted successors and assigns. The Parties expressly agree that Lifeboat Foundation shall be permitted to assign, transfer, and/or encumber this Contract in whole or in part in its sole discretion.
(e) No Consequential Damages. Under no circumstances will Lifeboat Foundation be liable to Contestant for any lost profits or any indirect, special, consequential, or punitive damages.
(f) Further Assurances. The Parties hereby agree to perform such acts and to prepare, execute, and file all documents or stipulations reasonably required to perform the covenants, to satisfy the conditions herein contained, or to give full force and effect to this Contract.
(g) No Obligation to Exercise. Lifeboat Foundation shall not be obligated to exercise any right granted to it under this Contract, and Lifeboat Foundation shall in no event incur any liability for failure to exercise any such right. Lifeboat Foundation may exercise, or decline to exercise, any right granted or created by this Contract in Lifeboat Foundation’ sole and complete discretion.
(h) Notices. All notices shall be in writing and shall be delivered personally by hand delivery or by United States Postal Service, certified, return receipt requested, Federal Express or other internationally recognized receipted overnight or courier service, postage prepaid to the intended Party at the following addresses: (1) If to Lifeboat Foundation: Eric Klien; 1638 Esmerelda Avenue, Minden, NV, 89423 (2) If to Contestant or a team member or affiliate: the Addresses listed on the signature pages of this Contract.
(i) Independent Contractors. For the purposes of this Contract, Contestant shall be deemed to be an independent contractor and not an agent or employee of Lifeboat Foundation. Contestant shall not have authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on Lifeboat Foundation.
(j) Governing Law. The validity and interpretation of this Contract and the legal relations of the Parties to it shall be governed by the laws of the State of Nevada. Any lawsuit arising out of or relating to this Contract or the Competition shall be filed in the Nevada Ninth Judicial District Court. In any such lawsuit, the Parties expressly waive their right to a trial by jury and instead follow the Nevada Arbitration Rules (NAR).
(k) Entire Agreement. This Contract constitutes the complete and entire statement of all terms, conditions and representations of the agreement between Lifeboat Foundation and Contestant with respect to its subject matter, and supersedes all prior agreements, writings or understandings, whether oral or in writing.
(l) Force Majeure. Lifeboat Foundation is not responsible to Contestant, Contestant’s affiliates and sublicensees, and any other party for failure to perform any of the obligations imposed by this Contract, provided the failure is occasioned by fire, flood, explosion, lightning, windstorm, earthquake, subsidence of soil, failure or destruction, in whole or in part, of machinery or equipment or failure of supply of materials, discontinuity in the supply of power, governmental interference, civil commotion, riot, war, strikes, labor disturbance, transportation difficulties, labor shortage or any cause beyond the reasonable control of the Lifeboat Foundation.
By signing below, Contestant and all of his/her/its team members and affiliates agree to be bound by all of the terms and conditions of this Contact. The individuals listed below represent and warrant that they represent all of the individuals associated with Contestant by way of ownership, operation, or maintenance of the launcher(s) competing in the Competition.
10.   Team Captain
(a) A single member of Contestant’s team shall be selected by Contestant as the Team Captain. The Team Captain shall be clearly identified on the signature page of this Contract including the Team Captain’s social security number. A copy of the Team Captain’s picture identification shall be included with this Contract when the Contract is submitted to Lifeboat Foundation. Any potential royalties, prize money, or other payment to Contestant will be made payable to the Team Captain. 
(b) It is understood by all parties that the Team Captain shall be responsible for all members of Contestant’s team. Should any matter regarding lack of compliance to the Rules, conduct, behavior, etc as described in this Contract be brought to the attention of Lifeboat Foundation, the Team Captain will be responsible to remedy the situation.

SIGNATURE OF CONTESTANT (TEAM CAPTAIN)
Name: __________________________________ Age:_________________________
Social Security Number: ________________________________________________
Signature: _____________________________________________________________
Date Signed: ___________________________________________________________
Street Address: _________________________________________________________
City, State: ____________________________________________________________
Phone Number: ________________________________________________________
E-mail Address: ________________________________________________________

Adult/parent name and signature is required for contestants under eighteen years of age.

Adult/Parent Name____________________________________________________________
Adult/Parent Signature_________________________________________________________
Date Signed_________________________________________________________________

SIGNATURES OF TEAM MEMBERS AND AFFILIATES

Name: __________________________________ Age:__________________________
Signature: _____________________________________________________________
Date Signed: ___________________________________________________________
Street Address: _________________________________________________________
City, State: ____________________________________________________________
Phone Number: ________________________________________________________
E-mail Address: ________________________________________________________

Name: __________________________________ Age:__________________________
Signature: _____________________________________________________________
Date Signed: ___________________________________________________________
Street Address: _________________________________________________________
City, State: ____________________________________________________________
Phone Number: ________________________________________________________
E-mail Address: ________________________________________________________

Name: __________________________________ Age:__________________________
Signature: _____________________________________________________________
Date Signed: ___________________________________________________________
Street Address: _________________________________________________________
City, State: ____________________________________________________________
Phone Number: ________________________________________________________
E-mail Address: ________________________________________________________

Name: __________________________________ Age:__________________________
Signature: _____________________________________________________________
Date Signed: ___________________________________________________________
Street Address: _________________________________________________________
City, State: ____________________________________________________________
Phone Number: ________________________________________________________
E-mail Address: ________________________________________________________