Business Likeness Agreement

BUSINESS LIKENESS AGREEMENT

This Business Likeness Agreement ("Agreement") is entered into as of Effective Date: by and between Business Name: with principal place of business at ("Business"), and Licensee Name: with principal place of business at ("Licensee"). Business and Licensee are each a "Party" and together the "Parties."

WHEREAS

WHEREAS, Business owns and controls certain business identifiers, trade dress, logos, imagery and other indicia of identity, collectively referred to herein as the "Business Likeness";

WHEREAS, Licensee desires to obtain a limited license to use the Business Likeness in connection with Licensee's promotional, marketing and commercial materials as set forth in this Agreement, and Business is willing to grant such license on the terms and conditions contained herein; and

WHEREAS, the Parties intend that any use of the Business Likeness will preserve Business's goodwill, trademark rights and reputation and will be subject to quality controls and restrictions described below.

SCOPE OF WORK

Permitted Uses: Licensee shall have a non-exclusive/non-transferable (select) Exclusive Non-Exclusive license to reproduce and display the Business Likeness solely for the Permitted Uses described above and subject to the restrictions and quality control provisions in this Agreement. Territory for permitted use:

LICENSE GRANT AND RESTRICTIONS

1. Grant: Business grants to Licensee a limited, revocable (subject to Section Termination), non-transferable license to use the Business Likeness only as expressly authorized by this Agreement. Licensee shall not use the Business Likeness in any manner that disparages Business or that is inconsistent with Business's branding standards.

2. Restrictions: Licensee shall not (a) alter the Business Likeness without prior written approval; (b) use the Business Likeness in connection with illegal, defamatory, obscene, or adult-oriented content; or (c) adopt confusingly similar marks or trade dress. All approvals are subject to Business's written quality control standards.

PAYMENT TERMS

Any undisputed past-due amounts shall incur interest at the rate of compounded monthly, and Licensee shall pay reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

Effective Date: Termination Date:

Either Party may terminate this Agreement for material breach if the breaching Party fails to cure such breach within days after written notice. Business may immediately suspend Licensee's use of the Business Likeness upon written notice if Licensee's use poses an imminent risk to Business's reputation or intellectual property rights.

CONFIDENTIALITY

Each Party agrees to hold Confidential Information of the other Party in strict confidence and to use such information only to perform its obligations under this Agreement. "Confidential Information" includes non-public business, financial and marketing information and any non-public materials related to the Business Likeness; Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, independently developed by the recipient, or received rightfully from a third party without restriction.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each Party represents and warrants that it has the full right and authority to enter into this Agreement and to perform its obligations. Business represents that it holds the rights necessary to grant the license herein. Licensee shall indemnify, defend and hold harmless Business and its affiliates from any claims, liabilities, losses or expenses arising out of Licensee's misuse of the Business Likeness or breach of this Agreement, except to the extent caused by Business's gross negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The Parties submit to the exclusive jurisdiction of the courts located in that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and written schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. Neither Party may assign its rights under this Agreement without the prior written consent of the other Party, except to an affiliate or in connection with a merger, sale of substantially all assets or change of control where the assignee agrees in writing to assume all obligations hereunder.

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