Fill and Sign the License Agreement the Wodehouse No 3 Trust and Ask Form

--1 2.18 Form: Trademark License Agreement THIS AGREEMENT is made and entered into by and between Multimedia Producer, Inc., a New York corporation having its principal office at East 56th Street, New York, New York ("Licensor") and Manufacturer, Inc., a California corporation having its principal office at Jenner St., Irvine, California ("Licensee"). WHEREAS, simultaneously with this Agreement, the parties hereto have entered into a license agreement (the "License Agreement") whereby Licensor has granted Licensee an exclusive license to manufacture and distribute Licensor's multimedia product described on Schedule A in CD-ROM format known as "The CD-ROM Encyclopedia" and all related documentation, if any, (the "Product") solely for and to the Educational Market (as defined herein); WHEREAS, Licensor is the owner of certain trademarks, including without limitation, any logos, designs, variations or translations thereof, identified on Schedule B (collectively, the "Mark") and the exclusive right to use and license the use thereof; WHEREAS, Licensee desires to use the Mark on the terms and conditions set forth in this Agreement in connection with its distribution of the Work; and WHEREAS, Licensee recognizes that the valuable reputation and goodwill attaching to the Mark is dependent for its preservation on the high quality standards prescribed and established by Licensor and, accordingly, Licensee is willing to comply with Licensor's standards in order to obtain such quality and to cooperate with Licensor in preserving the reputation and goodwill attaching to the Mark. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the parties hereto agree as follows: --2 1. License Licensor hereby grants to Licensee the non-exclusive worldwide right and license to use the Mark on or in connection with the Product in the Educational Market. "Educational Market" shall mean distribution to or through Licensee's traditional elementary and secondary school markets, including, but not limited to, sales made by catalogue, school magazine advertising, school software and book fairs, classroom packages and school book clubs. Educational Market also includes sales through educational distributors for end use in schools only. Specifically excluded from the Educational Market are sales made through retail outlets, whether through computer specialty stores, book stores, stationery stores, chain stores, or other retail markets. 2. Term This Agreement and the license granted hereunder shall commence on the date hereof and shall continue until terminated in accordance with the provisions of this Agreement. 3. Royalties As compensation for the rights and license granted hereunder, Licensee shall pay directly to Licensor and any party identified on Schedule C hereto, at the times and in the manner hereinafter set forth in such Schedule C, royalties equal in amount to the percentages set forth therein ("Royalties"). 4. Trademarks (a) Licensee hereby acknowledges Licensor's right, title and interest in and to the Mark and Licensor's exclusive right to use and license the use of the Mark and agrees not to claim any title to the Mark or any right to use the Mark except as permitted by this Agreement. Licensee shall prominently display the Mark on all copies of the Product and shall include all notices and legends with respect to Licensor's trademarks and trade names as are or may be required by applicable federal, state and local trademark laws or which may be reasonably requested by Licensor. --3 (b) Licensee shall at no time adopt or use, without Licensor's prior written consent, any variation of the Mark, including translations, or any mark likely to be similar to or confusing with the Mark. In the event that Licensor consents to any variation of the Mark, Licensee hereby agrees that Licensor shall own such new mark and shall, at its cost and expense, file and obtain in Licensor's name all United States and international trademark registrations. Licensee agrees to give Licensor reasonable assistance, including execution and delivery of all documents required by Licensor, in filing such applications for trademark registration. (c) Licensee shall not contest or deny the validity or enforceability of the Mark or oppose or seek to cancel any registration thereof by Licensor, or aid or abet others in doing so, either during the term of this Agreement or at any time thereafter. (d) Licensee agrees that it shall conduct the merchandising and sale of any copy of the Product in a dignified manner, consistent with and enhancing the general reputation of the Mark and Licensor, and in accordance with good trademark practice. (e) Any and all goodwill arising from Licensee's use of the Mark shall inure solely to the benefit of Licensor, and neither during nor after the termination of this Agreement and the license granted hereunder shall Licensee assert any claim to the Mark or such goodwill. Licensee shall not take any action that could be detrimental to the goodwill associated with the Mark or with Licensor. (f) Licensee shall, during the term of this Agreement and after termination hereof, execute such documents as Licensor may request from time to time to ensure that all right, title and interest in and to the Mark reside with Licensor. (g) The provisions of this Section 4 shall survive any termination of this Agreement. 5. Quality Standards (a) Licensee shall furnish to Licensor prior to any use, for the approval of Licensor, copies of Products to be sold by Licensee using the Mark (the "Samples") and copies of formats of all advertising and promotional material on which the Mark appears (the "Materials"). Licensor shall have the right to approve or disapprove any or all Samples or Materials and Licensor's approval shall not be --4 unreasonably withheld. Any Samples and/or Materials submitted to Licensor shall be deemed approved unless Licensor notifies Licensee to the contrary within ten (10) days after receipt of such Samples and/or Materials. Licensee shall not distribute, sell or advertise any copy of the Product unless and until the Sample for such copies of the Product thereto has been approved or deemed approved by Licensor pursuant to this Section 5. All copies of the Product developed, manufactured, distributed, sold, and advertised by Licensee shall conform to the Sample approved or deemed approved by Licensor. (b) Licensee shall comply at all times at its sole expense with all applicable laws and regulations pertaining to the development, creation, promotion, sale, license or sublicense, and distribution of the Product. 6. Credits (a) The Product and all elements thereof shall be known as "The CD- ROM Encyclopedia" and the credits set forth in Schedule D hereto shall be placed on the title screen, the jewel case and packaging containing copies of the Product, on the Product media, and in any manuals or other documentation relating to the Product. (b) The display of the names of those being accorded credit as a developer as set forth in Schedule D hereto shall be equal in all respects in size and prominence. (c) No casual or inadvertent failure by any third party to accord the aforesaid credit to any party receiving credit as a developer shall be irreparable or sufficient to entitle such party to injunctive or other equitable relief. Licensor and Licensee each agree to use its best efforts to cure or cause to be cured prospectively any such failure of which it has written notice. 7. Infringement (a) Licensee shall notify Licensor promptly of any infringement or unauthorized use of the Mark by others of which Licensee becomes aware. Licensor shall have the sole right, at its expense, to bring any action on account of any such infringement or unauthorized use, and Licensee shall cooperate with Licensor, as Licensor may request, in connection with any such action brought by Licensor. Licensor shall --5 retain any and all damages, settlement and/or compensation paid in connection with any such action brought by Licensor. (b) Licensor shall have the sole right, at its expense, to defend and settle for other than money damages any action that may be commenced against Licensor or Licensee alleging that the Mark infringes any rights of third parties. Licensee shall, at the direction of Licensor, promptly discontinue its use of the Mark alleged to infringe rights of such third parties. (c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, LICENSOR SHALL HAVE NO LIABILITY TO LICENSEE FOR OR IN RESPECT OF ANY CLAIM BY ANY THIRD PARTY THAT LICENSEE'S USE OF THE TRADEMARK PURSUANT TO THIS AGREEMENT INFRINGES UPON OR OTHERWISE VIOLATESANY PROPRIETARY OR OTHER RIGHTS OF SUCH THIRD PARTY OTHER THAN A CLAIM THAT LICENSEE'S USE OF THE MARK PURSUANT TO THIS AGREEMENT VIOLATES THE CONTRACTUAL RIGHTS OF ANY OTHER LICENSEE OF LICENSOR. 8. Indemnification Licensee, at its expense, shall defend and indemnify and save and hold Licensor harmless from and against any and all liabilities, claims, causes of actions, suits, damages and expenses, including reasonable attorneys' fees and expenses, for which Licensor becomes liable, or may incur or be compelled to pay by reason of claims (i) of infringement of any patent, copyright or trademark or (ii) any actions, whether of omission or commission, that may be committed or suffered by Licensee or any of its directors, officers, agents, or affiliates in connection with Licensee's performance of this Agreement. The provisions of this Section 8 shall survive the termination of this Agreement. 9. Best Efforts Licensee shall use its best efforts to promote the Product sold under the Mark and to coordinate the development, creation, distribution, sale, licensing or sublicensing, and advertising of the Product sold under the Mark so as to maintain and enhance the value of the --6 goodwill residing in the Mark and to produce the maximum amount of Royalties under this Agreement consistent with the quality standards established by Licensor. 10. Termination (a) Licensor shall have the right to terminate this Agreement upon prior written notice to Licensee, effective immediately upon Licensee's receipt of said notice, (i) if within eighteen (18) months of the date of this Agreement, Licensee has not distributed, sold or licensed, or otherwise exploited the Product sufficiently to generate _______ ($_____) in Royalties payable to Licensor; (ii) if Licensee sells or otherwise disposes of substantially all of its business or assets to a third party or parties; (iii) if management of Licensee undergoes a substantial change; (iv) at the expiration of seven (7) years from the date of the Agreement; or (v) if control or ownership of Licensee is in any manner transferred; provided, however, that Licensee may assign any of its rights and obligations hereunder to any parent, subsidiary, related company, affiliate, or any division of Licensee. (b) Except as otherwise provided herein, Licensee shall have the right to terminate this Agreement at any time upon ninety (90) days prior written notice for any reason. (c) Either party shall have the right to terminate this Agreement if the other defaults in the performance or observance of any of the terms or conditions of this Agreement and such default is not remedied within fifteen (15) calendar days (or ten (10) calendar days in the event that Licensee defaults in the payment of any of the Royalties) after written notice specifying the nature of the default is received by the defaulting party, then the non-defaulting party shall have the right to terminate this Agreement by written notice to the defaulting party. (d) The exercise of any right of termination under this Section 10 shall not affect any rights which have accrued prior to termination, including Licensee's obligation to make payments pursuant to Section 3 herein, and shall be without prejudice to any other legal or equitable remedies to which the terminating party may be entitled by reason of such rights. --7 11. Effects of and Procedure on Termination (a) Upon the termination of this Agreement all rights of Licensee under the licenses granted hereunder shall terminate and automatically revert to Licensor and Licensee shall immediately discontinue the use of the Mark and thereafter shall no longer use or have the right to use the Mark or any variation or simulation thereof, or any word or mark similar thereto, or to (directly or indirectly) develop, create, market, distribute, sell, license or sublicense, or advertise the Product or any other products in connection with the Mark. Licensee acknowledges that Licensee's failure to cease the use of the Mark upon termination of this Agreement shall result in immediate and irremediable damage to Licensor and to the rights of any subsequent licensee. Licensee acknowledges and admits that there is no adequate remedy at law for such failure, and agrees that in the event of such failure, Licensor shall be entitled to equitable relief by way of temporary and permanent injunction and such other and further relief as any court with jurisdiction may deem just and proper. (c) In the event that Licensee terminates this Agreement for any reason, Licensee hereby agrees not to develop, create, market, publish, distribute, sell, license, or otherwise exploit any products of an encyclopedic nature or in any other way substantially similar to the Product for a period of eighteen (18) months after such termination. 12. Independent Contractors The relationship between Licensor and Licensee created by this Agreement shall be that of independent contractors. Nothing contained in this Agreement shall be construed as constituting a joint venture, partnership or agency between Licensor and Licensee. 13. Assignment This Agreement and the rights and duties hereunder shall not be assignable by the parties hereto except upon the prior written consent of the other. --8 14. Entire Agreement Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and further agrees that it is the complete and exclusive statement of the agreement between the parties, that supersedes and merges all prior proposals, understandings, and all other agreements, oral and handwritten, between the parties relating to the subject matter of this Agreement. This Agreement may not be modified or altered except by written instrument duly executed by both parties. 15. Successors The rights and obligations of the parties hereto shall inure to the benefit of, and be binding and enforceable upon, the respective successors and assigns of the parties. 16. Notices Any notice required to be given hereunder shall be deemed given if in writing and personally delivered or actually deposited in the United States mail in registered or certified form, return receipt requested, postage pre-paid, and addressed to the notified party at the address set forth above. 17. Governing Law This Agreement and performance hereunder shall be governed by and construed in accordance with the laws of the State of New York. Exclusive jurisdiction for litigation of any dispute, controversy or claim arising out of or in connection with this Agreement, or breach thereof shall be only in the Federal or State court with competent jurisdiction located in New York City. 18. Waiver No waiver by any party of any breach of any provision hereof shall constitute a waiver of any other breach of that or any other provision hereof. --9 19. Severability If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date hereof. MULTIMEDIA PRODUCER, INC. By:___________________ Title: _________________ MANUFACTURER, INC. By:__________________ Title: ________________