Clean the World Foundation, Inc., Trademark License Program License

General Terms and Conditions
The General Terms and Conditions below govern the use of any trademark of Clean the World Foundation, Inc. (the “Licensor”), any other marks incorporating the name “Clean the World” or any variations or derivations thereof, with or without stylized designs, and all common law rights and statutory rights with respect thereto, registrations thereof and applications therefore, respectively, and all goodwill and other rights associated therewith, respectively, whether now existing or created hereafter (together, the “Trademarks”), pursuant to the above-granted License executed by and between the Licensor and the Licensee.

Quality Standards
To protect, promote, and enhance the image, goodwill, and reputation of the Trademarks, the Licensee shall meet or exceed the following standards (collectively, the “Quality Standards”):

The Licensee must conform to the commercially reasonable quality standards approved by the Licensor, which reserves the right to modify such quality standards from time to time by giving written notice to the Licensee. The Licensee must comply fully with all applicable laws and regulations and the intellectual property notice requirements as reasonably required from time to time by the Licensor.

The Licensee must produce goods or provide services that have such style, appearance, and quality as to be adequate and well suited for use of the Trademarks in accordance with the purposes of the Agreement and in no way reflect adversely upon the image, goodwill, and reputation of the Licensor or the Trademarks.

The determination as to whether any goods or service meets all of the Quality Standards set forth above shall be made in the sole and absolute discretion of the Licensor. The Licensor shall have the right to review and approve any advertisements, promotional materials, or other items created under the Trademarks, which approval shall not be unreasonably withheld.

If the Licensee fails to meet the Quality Standards or fails to maintain the Quality Standards throughout the Term, then, upon receipt of written notice from the Licensor, the Licensee shall have 30 calendar days in which to cure the deficiency or to satisfy the Licensor that reasonable steps to do so have been and are being taken to cure the deficiency within a period of time acceptable to the Licensor (in either case, the “Notice Period”). If at the end of the Notice Period such deficiency still exists, as reasonably determined by the Trademark License Program License General Terms and Conditions determined by the Licensor, then the Licensee shall immediately discontinue any portion of use which the Licensor has specified and in connection with which the Quality Standards have not been met.

The manner of Usage of the Trademarks
The Licensee shall use the Trademarks in a manner acceptable to the Licensor. The Trademarks shall be used in a manner that distinguishes the mark from the surrounding text or page layout. The Design Mark, shown in ANNEX C, must be used in its entirety and have the same color as shown. The Word Mark “Clean the World™” must be used in a manner that it is distinguished from the surrounding text.

The use of the Trademarks shall be identified as trademarks of the Licensor. An example of identifying the Trademarks as belonging to the Licensor would be providing a commercially reasonable identification as follows: “Clean the World™ is a trademark of Clean the World, Inc. and is used under license by Licensee.” This identification may be located in a commercially reasonable location on a document utilizing the Trademarks. The Licensor shall have the right to review and approve the manner in which the marks are used, which approval shall not be unreasonably withheld.

The Licensee shall promptly notify the Licensor of any apparently unauthorized use or infringement by third parties of any rights granted to the Licensee herein and will cooperate fully in any action at law or in equity undertaken by the Licensor with respect to such unauthorized use or infringement. The Licensee shall not institute any suit in connection with any apparently unauthorized use of infringement without first obtaining the written consent of the Licensor to do so, and the Licensor shall have the sole right to determine whether or not any action shall be taken on account of any such unauthorized uses or infringements.

The Licensee shall indemnify and hold the Licensor and its affiliates, directors, officers, employees, and agents (together, the “Operations Partner Indemnified Parties”) harmless from and against any and all liabilities, losses, claims, suits, damages, costs, and expenses (including, without limitation, attorneys’ fees and expenses) arising out of or otherwise relating to any claims against any of the Licensee Indemnified Parties relating to: (i) any breach by the Licensee of any warranty, representation, term, or condition made pursuant to the Agreement; or (ii) involving use of the Trademarks, provided that: (a) reasonably prompt written notice is given to the Licensee upon the Licensor becoming aware of any such claims; and (b) no settlement or attempt at settlement of any such claim shall be made without written notice thereof to the Licensee.

During the term of the Agreement, the Licensee shall keep full and accurate books of account and records in sufficient detail to show the sales of the applicable products. The Licensor acknowledges and understands that such books of account and records shall be in the form and format the Licensee maintains in the ordinary course of its business, consistent with past practice. Such records shall be maintained for at least two years after the calendar month to which such records relate. No later than 15 calendar days after the end of each calendar month during the Term of the Agreement, the Licensee shall provide to the Licensor detailed written information with respect to aggregate sales of the applicable products during the immediately preceding one-, three-, and twelve-month periods, respectively (together, the “Reports”).

Reports Review
During the term of the Agreement and for a period of one year thereafter, the Licensor shall have the right, upon written notice, to require the Licensee to retain an independent third-party auditor, reasonably acceptable to the Licensor, to examine the Licensee’s books of account and records as are necessary to determine whether payments have been accurately calculated and paid hereunder. The third-party auditor shall only reveal to the Licensor whether the payments have been accurately calculated and paid or, if not, the total sales and the amount of the payments that should have been paid. The Licensor shall not have the right to have an audit conducted more than once with respect to any consecutive twelve-month period during the term of the Agreement.
The cost of such audit shall be borne by the Licensor; provided, however, if the audit discloses that the payments actually due exceed the payments made, the Licensee shall pay the unpaid amount with interest for late payments. In addition, if the audit discloses that the payments actually due exceed the payments made by an amount greater than one percent (1%), the out-of-pocket costs incurred by the Licensor in connection with the audit shall be paid by the Licensee. If the audit discloses that the payments made by the Licensee exceed the payments due, the Licensor shall reimburse the Licensee in the amount of such excess.

Trademark License Program License General Terms and Conditions Last updated October 18, 2010.


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