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2 <br /> THIS LICENSING AGREEMENT("Agreement")is made this 23rd day of <br /> November, 1994,between THE DURHAM HERALD COMPANY d/b/a The <br /> Herald-Sun and The Chapel Hill Herald ("the Publisher") and the Orange County <br /> Department on Aging ("the Partner") for the publication and distribution of <br /> Senior Times ("the Publication"). <br /> 1. EXCLUSIVITY- <br /> In exchange for the Publisher's distribution of the Publication and for <br /> other good and valuable consideration, the Partner grants to the Publisher the <br /> exclusive right and privilege, in all media now known and forever developed in <br /> the future, of publishing and distributing the Publication on the terms and <br /> conditions contained herein. <br /> 2. GRANT OF LICENSE- <br /> 2.1 As used in this Agreement, the following terms shall have the <br /> meanings indicated: <br /> (a) "Licensed Materials" means the editorial content provided by <br /> the Partner, including all languages, editions, issues, versions and updates <br /> published or otherwise made commercially available during the term of this <br /> Agreement. <br /> (b) "Permitted Uses" means products and services consisting of, or <br /> utilizing, electronic access, distribution, reproduction or use of information. <br /> Without limiting the generality of the foregoing, "Permitted Uses" includes <br /> products and services utilizing the following access, delivery or use technologies: <br /> online; local area network; wide area network; distributed media; electronic mail <br /> and massaging; facsimile transmission; audiotext; videotext; cable broadcast; <br /> satellite broadcast; radio and television broadcast; and information products and <br /> services based upon electronic access, distribution, reproduction or use <br /> technologies now known or hereafter developed. <br /> 2.2 The Partner hereby grants to the Publisher an exclusive license to <br /> use and authorize use of the Licensed Materials and any portion thereof in <br /> Permitted Uses, including rights to reproduce, display and distribute Licensed <br /> Materials in connection with producing, distributing and marketing Permitted <br /> Uses and rights to authorize third parties to reproduce, distribute and display <br /> Licensed Materials from or through Permitted Uses. <br /> 2.3 The rights granted to the Publisher encompass distribution by <br /> agents of the Publisher and other distributors. <br /> 2.4 The Partner represents and warrants that it is authorized to grant <br /> this license to the Publisher and covenants that the Publisher's exercise of this <br /> license will infringe no copyright or other right of any person or entity. <br />