Marketing Advertising License

MARKETING ADVERTISING LICENSE

This Marketing Advertising License Agreement (the Agreement) is entered into as of Effective Date: by and between:

Licensor Name:     Licensee Name:

Recitals

WHEREAS, Licensor owns or controls certain marketing assets, advertising inventory, trademarks, logos, creative materials and related intellectual property described below (Licensed Materials) and has the right to grant licenses to third parties; and

WHEREAS, Licensee desires to obtain a limited license to use the Licensed Materials for the purpose of conducting advertising, promotions, and marketing activities as set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms, conditions and limitations of such license and related obligations.

License Grant

Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive / exclusive exclusive non-exclusive license to use the Licensed Materials solely for the Permitted Uses described in this Agreement within the Territory: and subject to the limitations set forth herein.

Scope of Work

Licensor shall permit Licensee to display, publish, reproduce and distribute the Licensed Materials for the following marketing and advertising activities. Specific deliverables, frequency, channels, and creative specifications are set forth below or attached as addenda.

Payment Terms

In consideration for the license and services provided under this Agreement, Licensee shall pay Licensor the License Fee and any applicable taxes as set forth below.

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Licensee shall immediately cease all use of Licensed Materials, return or destroy all confidential materials as directed by Licensor, and pay all amounts then due. Termination shall not relieve either party of liabilities accrued prior to termination or of obligations that by their nature survive termination.

Confidentiality

Each party agrees that all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information) shall be held in strict confidence and used only to perform obligations under this Agreement. Confidential Information does not include information that is (a) in the public domain through no fault of the receiving party; (b) rightfully known to the receiving party prior to disclosure; (c) independently developed without use of the disclosing party's Confidential Information; or (d) required to be disclosed by law, provided the receiving party uses reasonable efforts to give the disclosing party prior notice.

The receiving party shall implement and maintain reasonable physical, technical, and administrative safeguards to protect Confidential Information from unauthorized access, use or disclosure and shall limit access to only those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Intellectual Property & Quality Control

Licensor retains all right, title and interest in and to the Licensed Materials and any trademarks, trade names, service marks or copyrights associated therewith. Licensee obtains only the limited license expressly granted in this Agreement and acquires no ownership interest. Licensee agrees to use Licensed Materials in a manner consistent with Licensor's brand standards and quality control requirements, and to submit materials for prior written approval where required by Licensor.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims arising from the indemnifying party's breach of this Agreement, negligence, willful misconduct, or violation of applicable law, provided the indemnified party gives prompt written notice of the claim and cooperates in the defense.

Limitation of Liability: EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, LOSS OF BUSINESS OR LOSS OF DATA, REGARDLESS OF THE FORM OF ACTION AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL LICENSE FEES PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

Governing Law

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

Entire Agreement; Amendments

This Agreement, together with any attachments or addenda specifically incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

Assignment: Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except that Licensor may assign to an affiliate or in connection with a sale of substantially all of its assets.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the contact addresses listed above or to such other address as a party may designate in writing.

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