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DocuSign Envelope ID: C6560E1 B-A276-4CE9-B3AO-COEDBE4BC76B
<br /> WHEREAS, Licensee desires to use the Works in connection with the sale, distribution,
<br /> advertising, or promotion of products furnished, provided, marketed, or sold by Licensee;
<br /> WHEREAS, Licensee encourages Licensor to provide Works that do not contain any
<br /> trademarks, trade names, services marks or logos owned by Licensor or its licensors (the "Non-
<br /> Branded Works"); and
<br /> WHEREAS, while Licensee encourages Licensor to provided Non-Branded Works some
<br /> of the Works provided by Licensor may contain various trademarks, trade names, services
<br /> marks or logos owned by Licensor or its licensors ("Licensor Trademarks") as such Licensor
<br /> Trademarks may be included in the images of Licensor-branded products (the "Branded
<br /> Works").
<br /> NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
<br /> which is hereby acknowledged, the parties hereto agree as follows:
<br /> TERMS OF AGREEMENT
<br /> 1. License Grants
<br /> A. Non-Branded Works. Licensor hereby grants to Licensee a non-exclusive, world-
<br /> wide, perpetual, irrevocable license to: (i) use, reproduce, and display, and create derivative
<br /> works based on the Non-Branded Works in any manner and in any media currently existing and
<br /> any and all media yet to be created; (ii) digitally, crop, resize, or add layer of text to the Non-
<br /> Branded Works and use, reproduce, and display the resulting materials in any manner and in
<br /> any media currently existing and any and all new media. The Licensee will seek the Licensor's
<br /> permission to reconfigure Non-Branded Works in a fashion not mentioned above for use in
<br /> special projects ; and (iii) sub-license others to do the same.
<br /> B. Branded Works. Licensor hereby grants to Licensee a non-exclusive, world-wide,
<br /> revocable license to: (i) use, reproduce, and display the Branded Works in any manner and in
<br /> any media currently existing and any and all media yet to be created provided such Branded
<br /> Works are used only in connection with sale, distribution, advertising, or promotion of products
<br /> or services provided by Licensor (the "Purpose"); and (ii) digitally crop, resize, or add layer of
<br /> text to the Branded Works and use, reproduce, and display the resulting materials in any
<br /> manner and in any media currently existing and any and all media yet to be created provided
<br /> such uses are for the Purpose. The Licensee will seek the Licensor's permission to reconfigure
<br /> Branded Works in a fashion not mentioned above for use in special projects. Licensor may
<br /> terminate the license granted in this Section 1(B) upon one-hundred and twenty (120) days prior
<br /> written notice to Licensee. Upon such termination by Licensor, Licensee will use reasonable
<br /> efforts to withdraw, remove or replace the Branded Works, but in no case shall Licensee be
<br /> required to recall, destroy, edit, correct, or replace any printed materials containing the Branded
<br /> Works that were created in accordance with this Agreement prior to the effective date of such
<br /> termination.
<br /> 2. Ownership
<br /> A. Licensor hereby acknowledges that nothing in this Agreement is meant or shall
<br /> be deemed to give Licensor any rights in any trademarks, trade names, services marks, or
<br /> copyrights, including but not limited to all graphics and designs, owned by Licensee or its
<br /> licensors ("Licensee Property") even if such Licensee Property is incorporated into the Works.
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