TRADEMARK LICENSE AGREEMENT

This Trademark License Agreement [the “Agreement”] is by and between

[My Company] (“Licensor”) a [entity type or individual] of [U.S. State or
Country], with a mailing address at [mailing address], and [Their Company]
(“Licensee”) a [entity type or individual] of [U.S. State or Country], with a
mailing address at [mailing address].

WHEREAS, Licensor is the owner of the Licensor Trademarks (as defined

below);

WHEREAS, Licensor wishes to license the use of the Licensor Trademarks

for the establishment of Licensed Chapters (as defined in Schedule 1 under
Licensed Products) dedicated to organizing Licensed Events (as defined in
Schedule 1 under Licensed Products);

WHEREAS, Licensee wishes to use the Licensor Trademarks in connection

with establishing a Licensed Chapter dedicated to organizing Licensed
Events in _________________________ and

WHEREAS, Licensor is willing to grant to Licensee a license to use the Li-

censed Mark under the terms and conditions set out in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises, terms, and

conditions set forth herein, the parties agree as follows:

1. Definitions. For purposes of this Agreement, the following

terms have the following meanings:

1. "Affiliate" of a Person (as defined below in Section 1.14)

means any other Person that directly or indirectly, through one or
more intermediaries, controls, is controlled by, or is under common
control with, such Person. As used in this definition of “Affiliate,” the
term "control" (including the terms "controlled by" and "under com-
mon control with") means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies
of a Person, whether through the ownership, beneficially or of record,
of more than fifty percent (50%) of the voting securities of a Person.
2. “Licensor Brand Guide,” “Brand Manual,” or “Licensor
Style Guide” means Licensor's guidelines for the form and manner in
 which the Licensed Mark may be used under this Agreement, a copy of
which is attached to this Agreement as Exhibit A, including any
amendments or updates thereto as may be provided in writing by Li-
censor to Licensee from time to time.
3. "Confidential Information" has the meaning set forth in
Section 9.1.
4. "Effective Date" has the meaning set forth in the preamble.
5. "Indemnified Party" has the meaning set forth in Section
11.1.
6. “Initial Term” has the meaning set forth in Section 12.1.
7. "Law" means any statute, law, ordinance, regulation, rule,
code, order, constitution, treaty, common law, judgment, award, de-
cree, other requirement, or rule of law of any federal, state, local, or
foreign government, or political subdivision thereof, or any arbitrator,
court, or tribunal of competent jurisdiction.
8. “Licensor Trademarks” or "Licensed Mark" means the
trademark(s) and service mark(s) set forth on Schedule 1, whether
registered or unregistered, including the listed registrations and appli-
cations and any registrations which may be granted pursuant to such
applications.
9. “Licensed Products” or "Licensed Products" means the
products and services listed in Schedule 1 and any other products or
services that may be agreed upon in writing by Licensor and Licensee
from time to time, for designing, producing, organizing, managing, ad-
vertising, marketing, and hosting under the Licensed Mark.
10. “Licensed Products User” or “User of Licensed Products”
means any person who attends or indicates an interest in attending a
Licensed Workshop or other Licensed Chapter activity, as both are de-
fined in Schedule 1 under Licensed Products.
11. "Licensee" has the meaning set forth in the preamble.
12. "Licensor" has the meaning set forth in the preamble.
13. "Losses" means losses, damages, liabilities, deficiencies,
claims, actions, judgments, settlements, interest, awards, penalties,
fines, costs, or expenses of whatever kind, including reasonable attor-
neys' fees and the cost of enforcing any right to indemnification here-
under and the cost of pursuing any insurance providers.
14. "Person" means an individual, corporation, partnership, joint
venture, limited liability company, governmental authority, unincorpo-
rated organization, trust, association, or other entity.
15. “Subsequent Term” has the meaning set forth in Section
12.2.
16. "Territory" means _________________________.
17. "Third-Party Claim" has the meaning set forth in Section
11.1.

2. License Grant.
 1. License Grant. Subject to the terms and conditions of this
Agreement, Licensor hereby grants to Licensee during the Term a non-
exclusive, royalty-free, non-transferable, non-sublicensable license
solely to use the Licensed Mark on or in connection with the design,
production, organization, management, advertising, marketing, and
hosting of Licensed Products in the Territory.
2. Reservation of Rights. Licensor hereby reserves all rights not
expressly granted to Licensee under this Agreement. Without limiting
the foregoing, all rights granted to Licensee under this Agreement are
subject to rights reserved by Licensor and its Affiliates to use the Li-
censed Mark in their businesses. Licensor and Affiliate’s businesses in-
clude, without limitation, the design, production, organization, man-
agement, advertising, marketing, and hosting of Licensed Products, as
well as products or services similar to or competitive with the Licensed
Products.
3. Territorial Restrictions. Licensee shall not: (a) undertake ad-
vertising of Licensed Products in, or specifically aimed at, any area
outside the Territory; (b) actively seek orders for Licensed Products
from outside the Territory; or (c) establish any branch dealing in Li-
censed Products or maintain any distribution center for Licensed Prod-
ucts outside the Territory.
4. Business Names and Domain Names. Except with Licensor's
prior written permission, Licensee shall not use the Licensed Mark (or
any mark confusingly similar thereto), individually or in combination,
as part of (a) its corporate or trade name, or (b) any domain name. Li-
censee may obtain prior written permission for such use of the Li-
censed Mark (or any mark confusingly similar thereto) by following the
designated procedure in the Brand Manual. Licensee shall abide by
any instructions that Licensor provides in connection with such per-
mission.
5. Social Media. Except with Licensor’s prior written permis-
sion, Licensee shall not use the Licensed Mark or any mark confus-
ingly similar thereto, individually or in combination, on social media
platforms (Facebook, Twitter, Instagram, etc.). Licensee may obtain
prior written permission for such use of the Licensed Mark or any
mark confusingly similar thereto by following the designated proce-
dure in the Brand Manual. Licensee shall abide by any instructions
that Licensor provides in connection with such permission.

3. Use of Licensed Mark.

1. Compliance with Licensor's Directions. All Licensed Products

designed, produced, organized, managed, advertised, marketed, or
hosted by Licensee must carry the Licensed Mark. Licensee shall com-
ply strictly with the directions of Licensor regarding the form and
manner in which the Licensed Mark must be applied, as such direc-
 tions are set forth in the Brand Manual. These directions include any
amendments or updates to the Brand Manual as may be provided in
writing by Licensor to Licensee from time to time.
2. Use of Other Marks by Permission. Except with Licensor’s
prior written permission, Licensee shall not affix to, or use in connec-
tion with, the Licensed Products any trademark or logo other than the
Licensed Mark. Licensee may obtain prior written permission for such
use of trademarks or logos other than the Licensed Mark by following
the designated procedure in the Brand Manual. Licensee shall abide
by any instructions that Licensor provides in connection with the grant
of such permission.
3. Trademark Notices. Licensee shall ensure that all Licensed
Products produced, organized, or marketed by Licensee and all related
quotations, specifications, descriptive literature, and all other materi-
als carrying the Licensed Mark, are marked with the appropriate
trademark notices in accordance with Licensor’s instructions set forth
in the Brand Manual.

4. Ownership and Registration.

1. Acknowledgement of Ownership. Licensee acknowledges that

(a) Licensor is the owner of the Licensed Mark and all goodwill related
thereto, and that (b) all use of the Licensed Mark under this Agree-
ment and any goodwill accruing from such use will inure solely to the
benefit of Licensor. If Licensee acquires any rights in the Licensed
Mark, by operation of law or otherwise, Licensee hereby irrevocably
assigns such rights to Licensor without further action by any of the
parties. Licensee agrees not to dispute or challenge, or assist any Per-
son in disputing or challenging, Licensor's rights in and to the Li-
censed Mark or the validity of the Licensed Mark.
2. Licensee Restrictions. Licensee agrees that it shall not, dur-
ing the Term or thereafter, directly or indirectly:

(a)take, omit to take, or permit any action which may dilute,

invalidate, or jeopardize any registration of the Licensed Mark;
(b)take, omit to take, or permit any action which may tarnish
or bring into disrepute the reputation of or goodwill associated
with the Licensed Mark or Licensor; or

(c)apply for or obtain, or assist any Person in applying for or

obtaining, any registration of the Licensed Mark, or any trademark,
service mark, trade name, or other indicia confusingly similar to
the Licensed Mark anywhere in the world.

3. No Encumbrances. Licensee shall not grant or attempt to

grant a security interest in, or otherwise encumber, the Licensed Mark
 or record any such security interest or encumbrance against any appli-
cation or registration regarding the mark in the United States Patent
and Trademark Office or elsewhere.

4. Licensed Product User Information. All information about

Users of Licensed Products (including, without limitation, any person-
ally identifiable information and statistical information regarding
Users’ use and satisfaction with Licensed Products) generated, col-
lected, or created in connection with the design, production, organiza-
tion, management, advertising, marketing, or hosting of Licensed
Products by Licensee shall be owned by Licensor.

5. Quality Control.

1. Acknowledgement. Licensee acknowledges and is familiar

with the high standards, quality, style, and image of Licensor, and Li-
censee shall, at all times, conduct its business and use the Licensed
Mark in a manner consistent with these standards, quality, style, and
image.
2. Compliance with Laws. In exercising its rights under this
Agreement, Licensee shall comply with all applicable laws and ensure
that each Licensed Product produced, organized, marketed, or other-
wise supplied by Licensee complies with all applicable laws. Licensee
shall promptly provide Licensor with copies of all communications with
any governmental, regulatory, or industry authority relating to the Li-
censed Mark or the Licensed Products.
3. Training. Licensor shall organize and hold one initial training
event relating to Licensee compliance with the quality standards and
other requirements set forth in this Agreement. Licensor may, in its
sole discretion, organize and hold other training events relating to the
same. Licensee, or a designated representative, shall attend the initial
training event and at least eighty percent (80%) of all other training
events organized and held by Licensor.
4. Recordkeeping Requirements. Licensee shall keep complete
and accurate books of accounts and records covering all transactions
to which Licensee is party and which relate to the licenses granted in
this Agreement or to the design, production, organization, manage-
ment, advertising, marketing, or hosting of Licensed Products.
5. Inspection of Records. Licensee shall permit Licensor at all
reasonable times to inspect any and all records that Licensee is re-
quired to keep under Section 5.4 to ensure compliance with the quality
standards or any other specifications or requirements set forth in Sec-
tion 5, Section 6, the Brand Manual, or anywhere else in this Agree-
ment.
6. Inspection of Facilities. Licensee shall permit, and shall ob-
tain permission for, Licensor at all reasonable times and on reasonable
 notice to inspect any facility used in connection with the design, adver-
tising, marketing, or hosting of Licensed Products to ensure compli-
ance with the quality standards or any other specifications or require-
ments set forth in this Agreement.
7. Complaints. Licensee shall promptly, upon Licensor's request,
provide Licensor with details of any complaints it has received relating
to the Licensed Products together with reports on the manner in which
such complaints are being, or have been, dealt with and shall comply
with any reasonable directions given by Licensor in respect thereof.
8. Subcontracting. Licensee may subcontract the design, adver-
tising, marketing, or hosting of the Licensed Products, provided that:
(a) Any subcontractor shall first enter into a confidentiality
agreement with Licensee containing terms similar to, and no less
onerous than, the confidentiality provisions in Section 9 of this
Agreement and Licensee agrees to monitor the subcontractor’s
compliance with such agreement and, if necessary, promptly en-
force such agreement either on its own motion or at the request of
Licensor; and
(b) Licensee is liable for all acts and omissions of any subcon-
tractor and shall indemnify, defend, and hold harmless Licensor
against all costs, expenses, claims, losses, or damages (whether di-
rect, indirect, or consequential, and including any economic loss or
other loss of profits, business, or goodwill) incurred or suffered by
Licensor, or for which Licensor may become liable, arising out of
any act or omission of any subcontractor, including any product lia-
bility claim relating to the Licensed Products manufactured by the
subcontractor.

6. Marketing, Advertising, and Promotion.

1. Marketing and Advertising Requirements. Licensee shall:

(a) use its best efforts to promote and expand the supply of
Licensed Products throughout the Territory;
(b) provide consistent advertising and publicity which may
reasonably be expected to bring the Licensed Products to the atten-
tion of as many potential purchasers as possible; and
(c) ensure that its advertising, marketing, and promotion of
the Licensed Products will not diminish the reputation, image, and
prestige of the Licensed Mark, or of products sold under or by ref-
erence to the Licensed Mark (including, without limitation, the Li-
censed Products).
2. Approved Marketing and Advertising Materials. Unless Licen-
sor objects, Licensee may produce and use any marketing or advertis-
ing materials in connection with the Licensed Products that are consis-
tent with the requirements of Section 6, the Brand Manual, and any
other applicable requirements set forth in this Agreement. Licensor
 may, in Licensor’s sole discretion, object to Licensee’s use of a market-
ing or advertising material before, during, or after production or use of
marketing and advertising materials. Upon objection by Licensor, Li-
censee shall discontinue all production and use of the objected-to ma-
terials and take all reasonable steps to limit public exposure of those
materials. Licensee may obtain Licensor’s affirmative approval for
marketing or advertising materials before the materials are produced
by following the procedure designated by Licensor.

3. Cost of Marketing and Advertising. Licensee shall bear the

costs of all advertising, marketing, and promotion of the Licensed
Products.
4. Celebrity Endorsement. Licensee must not use a personality
or celebrity to endorse or promote any Licensed Products without the
prior written approval of Licensor.

7. Enforcement.

1. Notification. Licensee must immediately notify Licensor in

writing with reasonable detail of any: (a) actual, suspected, or threat-
ened infringement of the Licensed Mark, claim that the Licensed Mark
is invalid, or opposition to the Licensed Mark; (b) actual, suspected, or
threatened claim that use of the Licensed Mark infringes the rights of
any third party; (c) person applying for, or granted, a registered trade-
mark by reason of which that person may be, or has been, granted
rights which conflict with any of the rights granted to Licensee under
this Agreement; or (d) other actual, suspected or threatened claim to
which the Licensed Mark may be subject.
2. Actions. With respect to any of the matters listed in Section
7.1: (a) Licensor has exclusive control over, and conduct of, all claims
and proceedings; (b) Licensee shall provide Licensor with all assis-
tance that Licensor may reasonably require in the conduct of any
claims or proceedings; and (c) Licensor shall bear the cost of any pro-
ceedings regarding the Licensed Mark, and will be entitled to retain
all sums recovered in any action for its own account.

8. Payments.

1. Starting Fee Waiver and Royalties. Licensee will not be re-

quired to provide an up-front payment and will pay the Licensor
twenty percent (20%) of the Net Sales Price of each Licensed Product
that is: (a) sold or distributed by Licensee, or otherwise supplied by Li-
censee to any person; or (b) put into use by Licensee.
2. No Right to Reimbursement for Licensee Expenses. Nothing
in this Agreement shall be construed or interpreted to entitle the Li-
censee to reimbursement or any other monetary support from the Li-
 censor for any expenses or other losses the Licensee may sustain in
their capacity as Licensee or otherwise.
3. No Guarantee of Profit. Nothing in this Agreement shall be
construed or interpreted to guarantee to the Licensee a profit or other
monetary gain in connection with the Licensed Mark or the Licensed
Products.
4. No Right to Commission from Licensor’s Businesses. Nothing
in this Agreement shall be construed or interpreted to entitle the Li-
censee to any commissions in connection to any revenue obtained by
Licensor, regardless of whether the revenue has any relation to the ac-
tivities of the Licensee.
5. No Right to Preferment in Connection to Other Business Op-
portunities with Licensor. Nothing in this Agreement shall be con-
strued or interpreted to entitle the Licensee to any preference or bene-
fit in connection to any contractual or business opportunity with the Li-
censor, regardless of whether the opportunity has any relation to the
activities of the Licensee.
6. Sales of Licensed Products. Licensee’s sales of Licensed Prod-
ucts will be handled through Licensor’s platform of choice, which may
be Licensor’s own website and/or application. Licensee accepts the
reasonable payment processing fees and service fees that such a plat-
form may assess. Payments for Licensed Products sold in person must
be processed through this platform as well. Licensor will disburse pro-
cessed funds to Licensee in a timely manner, acting only as a tempo-
rary holder of Licensee’s funds in its role as a vending platform.

9. Confidentiality.

1. Acknowledgement. Each party (“Receiving Party”) acknowl-

edges that in connection with this Agreement, the Licensor will gain
access to information that is treated as confidential by the other party
(“Disclosing Party”). This information includes the Disclosing Party’s
business operations and strategies, goods and services, Licensed
Product user information, pricing, marketing, financial records, and
other sensitive and proprietary information (collectively, "Confiden-
tial Information").
2. Non-Confidential Information. Confidential Information shall
not include information that, at the time of disclosure:
(a) is or becomes general knowledge by the public other than
as a result of any breach, directly or indirectly, of Section 9 by Re-
ceiving Party;
(b) is or becomes available to Receiving Party on a non-confi-
dential basis from another Person, provided that such Person is not
and was not prohibited from disclosing such Confidential Informa-
tion;
 (c) was known by or possessed by the Receiving Party prior to
being disclosed by or on behalf of Disclosing Party; or
(d) is required to be disclosed by Law, including pursuant to
the terms of a court order; provided that the Receiving Party has
given the Disclosing Party prior written notice of such disclosure
and an opportunity to contest such disclosure and to seek a protec-
tive order or other remedy.
3. Obligations of Receiving Party. The Receiving Party shall:
(a) protect and safeguard the confidentiality of the Disclosing
Party's Confidential Information with at least the same degree of
care as the Receiving Party would protect its own Confidential In-
formation, but in no event with less than a commercially reasonable
degree of care;
(b) not use the Disclosing Party's Confidential Information, or
permit it to be accessed or used, for any purpose other than to exer-
cise its rights or perform its obligations under this Agreement; and,
(c) not disclose any such Confidential Information to any Per-
son, except to the Receiving Party's officers, employees, consul-
tants, accountants, and legal advisors who are bound by written
confidentiality obligations and have a need to know the Confidential
Information to assist the Receiving Party, or act on its behalf, to ex-
ercise its rights or perform its obligations under this Agreement.

10. Representations and Warranties.

1. Mutual Representations and Warranties. Each party repre-

sents and warrants to the other party that:
(a) it is duly organized, validly existing, and in good standing
as a Person or other entity as represented herein under the Laws of
its jurisdiction of incorporation or organization;
(b) it has the full right, power, and authority to enter into this
Agreement and to perform its obligations hereunder;
(c) the execution of this Agreement by its representative
whose signature is set forth at the end of this document has been
duly authorized by all necessary organizational action of the party;
and,
(d) when executed and delivered by such party, this Agree-
ment will constitute the legal, valid, and binding obligation of such
party, enforceable against such party in accordance with its terms.

2. Disclaimer of Representations and Warranties. Nothing in this

Agreement constitutes any representation or warranty by Licensor
that:
(a) any Licensed Mark is valid;
(b) any Licensed Mark (if an application) shall proceed to
grant or, if granted, shall be valid; or
 (c) the exercise by Licensee of rights granted under this
Agreement will not infringe the rights of any person.
3. Exclusion of Consequential and Other Indirect Damages. TO
THE FULLEST EXTENT PERMITTED BY LAW, LICENSOR WILL NOT
BE LIABLE TO LICENSEE FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR
ENHANCED DAMAGES WHETHER ARISING OUT OF BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE,
REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE
AND WHETHER OR NOT LICENSEE HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

11. Indemnification.

1. Indemnification. Licensee shall indemnify, defend, and hold

harmless Licensor and its Affiliates, officers, directors, employees,
agents, successors, and assigns (each, an "Indemnified Party"), from
and against all Losses arising out of [or in connection with] any third
party claim, suit, action, or proceeding (each, a "Third-Party Claim")
relating to any actual or alleged: (a) breach by Licensee of any repre-
sentation, warranty, covenant, or obligation under this Agreement; or
(b) Licensee's exercise of its rights granted under this Agreement, in-
cluding any product liability claim or infringement, dilution, or other
violation of any intellectual property rights relating to the designing,
advertising, marketing, and hosting of the Licensed Products in each
case, except to the extent any such Third-Party Claim is based solely
on trademark infringement arising out of Licensee's use of the Mark
in accordance with this Agreement.

1. Indemnification Procedures. The indemnification procedures

shall be as follows:

(a) The Indemnified Party must promptly notify the Licensee

upon becoming aware of a Third-Party Claim under this Section;
(b) The Licensee shall promptly assume control of the defense
and investigation of such Third-Party Claim, either pro se (without
counsel) or with counsel reasonably acceptable to the Indemnified
Party, and the Indemnified Party shall reasonably cooperate with
the Licensee in connection therewith, in each case at the Li-
censee's sole cost and expense. The Indemnified Party may partici-
pate in the defense of such Third-Party Claim, with counsel of its
own choosing and at its own cost and expense;
(c) The Licensee shall not settle any such Third-Party Claim
on any terms or in any manner that adversely affects the rights of
 any Indemnified Party without such Indemnified Party's prior writ-
ten consent (which consent shall not be unreasonably withheld,
conditioned, or delayed). If the Licensee fails or refuses to assume
control of the defense of such Third-Party Claim, the Indemnified
Party has the right, but no obligation, to defend against such Third-
Party Claim, including settling such Third-Party Claim after giving
notice to the Licensee, in each case in such manner and on such
terms as the Indemnified Party may deem appropriate;
(d) Neither the Indemnified Party's failure to perform any
obligation under this Section nor any Indemnified Party's act or
omission in the defense or settlement of any such Third-Party
Claim will relieve the Licensee of its obligations under this Section,
including with respect to any Losses, except to the extent that the
Licensee can demonstrate that it has been materially prejudiced as
a result thereof.

12. Term and Termination.

1. Term. This Agreement will commence as of the Effective Date

and, unless terminated earlier in accordance with this Section, con-
tinue for a period of one (1) year (the "Initial Term").
2. Renewal. After the Initial Term, this Agreement shall be auto-
matically renewed for additional successive terms of one (1) year (each
a “Subsequent Term”), unless either party provides the other with
written notice of its intention not to renew the Agreement at least
thirty (30) calendar days prior to the expiration of the Initial Term or
any Subsequent Term.
3. Termination Without Cause. Licensor may terminate this
Agreement for any reason on giving Licensee not less than thirty (30)
days written notice.
4. Termination for Cause. Licensor may terminate this Agree-
ment immediately on written notice to Licensee if:
(a) Licensee breaches this Agreement, including documents
incorporated herein by reference, and, if such breach is curable,
fails to cure such breach within 14 days of being notified in writing
to do so;
(b) Licensee (i) becomes insolvent or admits its inability to
pay its debts generally as they become due; (ii) becomes subject,
voluntarily or involuntarily, to any proceeding under any domestic
or foreign bankruptcy or insolvency law, which is not fully stayed
within seven (7) business days or is not dismissed or vacated within
45 days after filing; (iii) is dissolved or liquidated or takes any cor-
porate action for such purpose; (iv) makes a general assignment
for the benefit of creditors; or (v) has a receiver, trustee, custodian,
or similar agent appointed by order of any court of competent juris-
 diction to take charge of or sell any material portion of its property
or business; or
(c) Licensee challenges the validity of the Licensed Mark or
Licensor's ownership of the Licensed Mark.

13. Post-Termination Rights and Obligations.

1. Effect of Termination. On the expiration or termination of this

Agreement for any reason and subject to any express provisions set
out elsewhere in this Agreement:
(a) all rights and licenses granted pursuant to this Agreement
shall cease;
(b) Licensee shall cease all use of the Licensed Mark;

(c) Licensee shall cooperate with Licensor in the cancellation

or update of any licenses recorded pursuant to this Agreement and
shall execute such documents and do all acts and things as may be
necessary to effect such cancellation or update;
(d) Licensee shall promptly return to Licensor or, at Licen-
sor's option, destroy, at Licensee's expense, all records and copies
of any Confidential Information of Licensor and of any technical or
promotional material in Licensee’s possession relating to the Li-
censed Products; and
(e) within 30 days after the date of expiration or termination,
Licensee shall promptly deliver to Licensor or any other person
designated by Licensor, or at Licensor's option, destroy, at Li-
censee’s expense, all remaining Licensed Products that Licensee
had not disposed of prior to the date of expiration or termination.

2. Surviving Rights. The rights, obligations, or required perfor-

mance of the parties set forth in this Agreement, which, by its express
terms or nature and context is intended to survive termination or expi-
ration of this Agreement, will survive any such termination or expira-
tion.

14. Assignment. Licensee shall not assign or otherwise transfer

any of its rights, or delegate or otherwise transfer any of its obliga-
tions or performance, under this Agreement, in each case whether vol-
untarily, involuntarily, by operation of law, or otherwise, without Li-
censor's prior written consent, which consent Licensor may give or
withhold in its sole discretion. No delegation or other transfer will re-
lieve Licensee of any of its obligations or performance under this
Agreement. Any purported assignment, delegation, or transfer in viola-
tion of this Section is void. Licensor may freely assign or otherwise
transfer all or any of its rights, or delegate or otherwise transfer all or
 any of its obligations or performance, under this Agreement without
Licensee's consent.

15. Miscellaneous.

1. Further Assurances. Each party shall, upon the reasonable re-

quest of the other party, execute such documents and perform such
acts as may be necessary to give full effect to the terms of this Agree-
ment.
2. Independent Contractors. The relationship between the par-
ties is that of independent contractors. Nothing contained in this
Agreement may be construed as creating any agency, partnership,
franchise, joint venture, or other form of joint enterprise, employment,
or fiduciary relationship between the parties, and neither party has
authority to contract for or bind the other party in any manner what-
soever.
(a) Each party assumes responsibility for the actions of their
personnel under this Agreement and will be solely responsible for
their supervision, wage rates, disability benefits, income tax with-
holdings, and daily direction and control; that is, each party will be
solely responsible for the manner and means through which its
work under this Agreement is accomplished. Except as provided
otherwise in this Agreement, Licensee has the sole discretion to de-
termine Licensee’s methods of operation, accounting practices, the
types and amounts of insurance Licensee carries, personnel prac-
tices, advertising and promotion practices, and customers.
(b) If any provision of this Agreement is deemed to create a
franchise relationship between the parties, then the parties shall
negotiate in good faith to modify this Agreement so as to effect the
parties' original intent as closely as possible in a mutually accept-
able manner in order that the transaction contemplated hereby be
consummated as a licensing agreement and not a franchise agree-
ment.
3. Public Announcements. Any announcement, statement, press
release, or other publicity or marketing materials issued or released
by Licensee relating to this Agreement must be done in accordance
with Section 6 and the Brand Manual.
4. Notices. All notices, requests, consents, claims, demands,
waivers, and other communications hereunder (other than routine
communications having no legal effect) must be in writing and will be
deemed to have been given (a) when delivered by hand (with written
confirmation of receipt); (b) when received by the addressee if sent by
a nationally recognized overnight courier (receipt requested); (c) on
the date sent by email or other means of electronic transmission (with
confirmation of transmission or receipt) if sent during normal busi-
ness hours of the recipient, and on the next business day if sent after
 normal business hours of the recipient; or (d) on the third day after
the date mailed, by certified or registered mail, return receipt re-
quested, postage prepaid. Such communications must be sent to the
respective parties at the addresses indicated below (or at such other
address for a party as may be specified in a notice given in accor-
dance with this Section).

If to Licensor: Address:

_______________________

_______________________

Email Address:

_______________________

If to Licensee: Address:

_______________________

_______________________

Email Address:

_______________________

5.

5. Interpretation.

(a) For purposes of this Agreement, (i) the words "include,"

"includes," and "including" will be deemed to be followed by the
words "without limitation"; (ii) the word "or" is not exclusive; and
(iii) the words "herein," "hereof," "hereby," "hereto," and "hereun-
der" refer to this Agreement as a whole.
(b) Unless the context otherwise requires, references herein:
(i) to Sections, Schedules, and Exhibits refer to the Sections of, and
Schedules and Exhibits attached to, this Agreement; (ii) to an
agreement, instrument, or other document means such agreement,
instrument, or other document as amended, supplemented, and
modified from time to time to the extent permitted by the provisions
thereof; and (iii) to a statute includes any successor legislation
thereto and any regulations promulgated thereunder.
(c) This Agreement will be construed without regard to any
presumption or rule requiring construction or interpretation against
 the party drafting an instrument or causing any instrument to be
drafted. Any Schedules and Exhibits referred to herein will be con-
strued with, and as an integral part of, this Agreement to the same
extent as if they were set forth verbatim herein.
6. Headings. The headings in this Agreement are for reference
only and do not affect the interpretation of this Agreement.
7. Entire Agreement.

(a) This Agreement, together with all Schedules and Exhibits

hereto and any other documents incorporated herein by reference,
constitutes the sole and entire agreement of the parties to this
Agreement with respect to the subject matter contained herein,
and supersedes all prior and contemporaneous understandings and
agreements, both written and oral, with respect to such subject
matter.

(b) In the event of any conflict between the terms and provi-
sions of this Agreement and those of any Schedule or other incor-
porated document, the following order of precedence shall govern:
(i) First, this Agreement, excluding its Schedules and
Exhibits;

(ii) Second, the Schedules and Exhibits to this Agree-

ment as of the Effective Date; and
(iii) Third, any other documents incorporated herein by
reference.

8. No Third-Party Beneficiaries. Except as expressly set forth in

Section 11 with respect to Indemnified Parties, this Agreement is for
the sole benefit of the parties hereto and their respective permitted
successors and assigns and nothing herein, express or implied, is in-
tended to or will confer upon any other Person any legal or equitable
right, benefit, or remedy of any nature whatsoever, under or by rea-
son of this Agreement.
9. Binding Agreement. This Agreement is binding upon and in-
ures to the benefit of the parties hereto and their respective permitted
successors and assigns.
10. Amendment and Modification. This Agreement may only be
amended, modified, or supplemented by an agreement in writing
signed by each party hereto.
11. Waiver. No waiver by either party of any of the provisions
hereof will be effective unless explicitly set forth in writing and signed
by the waiving party. Except as otherwise set forth in this Agreement,
no failure to exercise, or delay in exercising, any rights, remedy,
power, or privilege arising from this Agreement will operate or be
construed as a waiver thereof; nor will any single or partial exercise
of any right, remedy, power, or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right,
remedy, power, or privilege.
12. Severability. If any term or provision of this Agreement is in-
valid, illegal, or unenforceable in any jurisdiction, such invalidity, ille-
gality, or unenforceability will not affect any other term or provision
of this Agreement or invalidate or render unenforceable such term or
provision in any other jurisdiction. Upon a determination that any
term or other provision is invalid, illegal, or unenforceable, the parties
hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in a mu-
tually acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest ex-
tent permitted under applicable Law.
13. Governing Law. This Agreement is governed by and construed
in accordance with the internal Laws of [state or territory] without
giving effect to any choice or conflict of law provision or rule (whether
of the [state or territory] or any other jurisdiction) that would cause
the application of Laws of any other.
14. Venue and Submission to Jurisdiction. Any legal suit, action,
or proceeding arising out of or related to this Agreement will be insti-
tuted exclusively in the federal courts of the United States or the
courts of the [state or territory] in each case located in the [state or
territory], and each party irrevocably submits to the exclusive jurisdic-
tion of such courts in any such suit, action, or proceeding. Service of
process, summons, notice, or other document by mail to such party's
address set forth herein will be effective service of process for any
suit, action, or other proceeding brought in any such court.
15. Equitable Relief. Licensee acknowledges that a breach by Li-
censee of this Agreement may cause Licensor irreparable harm, for
which an award of damages would not be adequate compensation and
agrees that, in the event of such a breach or threatened breach, Li-
censor will be entitled to equitable relief, including in the form of a re-
straining order, orders for preliminary or permanent injunction, spe-
cific performance, and any other relief that may be available from any
court, and Licensee hereby waives any requirement for the securing
or posting of any bond or the showing of actual monetary damages in
connection with such relief. These remedies will not be deemed to be
exclusive but are be in addition to all other remedies available under
this Agreement at Law or in equity, subject to any express exclusions
or limitations in this Agreement to the contrary.
16. Attorneys' Fees. In the event that any claim, suit, action, or
proceeding is instituted or commenced by either party hereto against
the other party arising out of or related to this Agreement, the prevail-
ing party will be entitled to recover its reasonable attorneys' fees and
court costs from the non-prevailing party.
 17. Counterparts. This Agreement may be executed in counter-
parts, each of which will be deemed an original, but all of which to-
gether will be deemed to be one and the same agreement. A signed
copy of this Agreement delivered by e-mail, or other means of elec-
tronic transmission (to which a signed PDF copy is attached) will be
deemed to have the same legal effect as delivery of an original signed
copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the Effective Date by their respective officers thereunto
duly authorized.

[Licensor]

_____________________

Name: _____________________
Title: _____________________

[Licensee]

_____________________

Name: _____________________
Title: _____________________
[THIS PAGE INTENTIONALLY LEFT BLANK]
SCHEDULE 1

Licensed Mark(s):
1. Standard character format mark, USPTO Registration No. _______.
2. Stylized design format mark, USPTO Registration No. _______.
Licensed Products:
The Licensed Products are Licensor events, tickets to Licensor events, Li-
censor Chapters, and physical and digital products designed or sold by
Licensor.
EXHIBIT A

[Licensor Brand Style Guide]