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Trademark License Agreement DocuSign Envelope ID: 065AFF4A-0EBC-4598-9E74-E3A419446214 TRADEMARK LICENSE AGREEMENT This Trademark License Agreement (the "Agreement") is effective as of October 5, 2016 (the “Effective Date”), regardless of the date executed. The “parties” are: City of Glendale, a Colorado municipal corporation, whose principal place of business is located at 950 S. Birch Street, Glendale, Colorado 80246 (hereafter "Licensor"), and Major League Rugby, LLC, a Utah limited liability company, whose principal place of business is located at 125 W. Burton Ave, # B, Salt Lake City, UT 84115, (hereafter “Licensee”). RECITALS A. Licensor is the owner of certain trademarks detailed on Exhibit A (collectively, the “Marks”). Should Licensor utilize the Marks in connection with other products or services not included in Exhibit A, this paragraph will automatically expand to include such products and/or services, and all other terms and conditions shall remain in effect. B. During the Term, Licensee wishes to utilize the Marks in connection with products and services to promote major league rugby in the United States, to include, but not limited to: clothing, namely, tops, bottoms, footwear; headwear, namely, caps and visors; hats; beanies; baseball caps; aprons; scarves; jumpers; sporting and athletic clothing, namely, jerseys, tracksuits, shirts, singlets, shorts, swimming shorts, and socks; boxer shorts; dressing gowns; bathrobes; jackets; jerseys; children's wear, namely, jerseys, shirts, tracksuits, shorts, pants, jackets, and scarves; babywear, namely, jerseys, shirts, pants; earmuffs, gloves, headbands, hoods, leggings, leg warmers, mittens, muffs, neckties, pocket squares, ponchos, socks, tee-shirts, uniforms; entertainment in the nature of RUGBY games; entertainment in the nature of RUGBY tournaments; providing facilities for educational conventions; providing facilities for recreation activities; providing facilities for recreational activities, namely, RUGBY EVENTS; providing facilities for sports tournaments; providing facilities for RUGBY tournaments; providing sports facilities; providing various facilities for an array of sporting events, sports and athletic competitions and awards programs; recreational park services; rental of stadium facilities; conducting of sports competitions; organization of sports competitions; providing a website containing information relating to the sport of rugby, including team information, player statistics and news; educational services, namely, conducting programs in the field of rugby; educational services, namely, conducting online exhibitions and displays and interactive exhibits in the field of rugby; entertainment, namely, television show production regarding rugby football games and tournaments; entertainment services in the nature of hosting ________________________ Licensor’s Initials. ________________________ Licensee’s Initials. Page 1 of 31 DocuSign Envelope ID: 065AFF4A-0EBC-4598-9E74-E3A419446214 TRADEMARK LICENSE AGREEMENT rugby games; entertainment services, namely, organization and presentation of rugby football competitions; teaching of rugby football; conducting educational exhibitions in the field of rugby; conducting entertainment exhibitions in the field of rugby; museums; arranging and conducting athletic competitions; entertainment in the nature of competitions in the field of athletics and sports; entertainment services, namely, arranging and conducting of competitions for athletic and sporting events, organizing and conducting exhibitions for entertainment purposes, organizing and conducting rugby tournaments and international rugby tournaments, all rendered live and through broadcast media including television and radio, and via a global computer network or a commercial on-line service; entertainment services, namely, organizing and conducting an array of athletic events rendered live and recorded for the purpose of distribution through broadcast media; production and distribution of motion pictures; production and distribution of radio programs; production and distribution of television shows and movies; production of cable television programs; providing news and information in the field of sports (the “Products and Services”) and Licensor is willing to grant a license to Licensee to utilize the Marks in connection with the Products and Services. NOW THEREFORE, in consideration of the above Recitals and the mutual promises and covenants contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties agree as follows: AGREEMENT 1. Recitals incorporated. The Recitals detailed above are incorporated in this Agreement as if specifically set forth herein in their entirety. 2. Ownership. To the best of its knowledge, information, and belief, Licensor believes it is the owner of the Marks in the United States and in several other countries as utilized in connection with the Products and Services. 3. License. As of the Effective Date, and subject to the terms of this Agreement, Licensor shall grant to Licensee an exclusive license for the Term of this Agreement to use the Marks in connection with the Products and Services and any other services related to Licensee’s mission to promote and develop a professional rugby league in the United States. Licensee’s use of the Marks may be in any media, including without limitation, in print, digital, audio, visual, and multi-media formats as long as all such use complies with Licensor’s Acceptable Use Standards (“Standards”) as detailed on Exhibit C. Any use of the Marks for any products, services, or purposes unrelated to the promotion of major league rugby in the U.S. must be pre-approved by Licensor in writing by an amendment to this Agreement, which approval shall not be unreasonably withheld. Page 2 of 31 ________________________ Licensor’s Initials. ________________________ Licensee’s Initials. DocuSign Envelope ID: 065AFF4A-0EBC-4598-9E74-E3A419446214 TRADEMARK LICENSE AGREEMENT 4. Fees/Royalties. In return for the promotion and advertising Licensor will receive through Licensee’s use of the Marks on the Products and Services in compliance with the Standards, and as long as Licensee complies with this Agreement, no additional license fees will be required during the Term. 5. Extent of License. a) Licensee warrants and represents that the Products and Services shall be of excellent and industry-standard quality. b) Licensor shall have the right to inspect and audit Products and Services to ensure compliance with this Agreement. Upon Licensor’s reasonable request, Licensee will provide Licensor with examples of Products and Services using the Marks. In the event of noncompliance with Licensor’s Standards, the parties will reasonably work together to ensure modifications are made to so comply. Licensee shall not be required to remanufacture or destroy products not in compliance, but Licensee agrees to make reasonably requested modifications to ensure that the Marks are used in a manner to best protect their quality and integrity. Further, the parties will work together to clarify, expand, and improve the Standards over time as the types of Products and Services expand. c) Licensee shall be permitted to sublicense the rights herein as long as sublicensees are required to execute agreements substantially similar to this Agreement. Such agreements will obligate such sublicensees to comply with the terms of license set forth in this Agreement. Licensee agrees to reasonably enforce any breach of such sublicense agreements. Licensee also agrees to provide an annual report to Licensor detailing a list of all current sublicensees and the use of the Marks sublicensed. d) Licensee warrants and represents that it will use best efforts to use the Marks in a manner as to not injure the fine reputation of Licensor and shall use the Marks in a manner to increase both parties’ reputation and visibility and the visibility of U.S. rugby throughout the world. e) Each party warrants and represents that it shall not do, or omit to do, any act which will prejudice or injure the other party’s business relationships with any third party. Page 3 of 31 ________________________ Licensor’s Initials. ________________________ Licensee’s Initials. DocuSign Envelope ID: 065AFF4A-0EBC-4598-9E74-E3A419446214 TRADEMARK LICENSE AGREEMENT f) Nothing contained in this Agreement shall give Licensee or any other third party any rights, title, or interest in and to the Marks, other than the right to use the Marks in accordance with this Agreement. g) This Agreement does not alter or in any way reduce Licensor's rights to utilize, or to not utilize, the Marks or issue other licenses to the Marks whatsoever. 6. Standards of Use. Attached, as Exhibit C, are Licensor’s Standards detailing the format, size, and any font requirements for Licensee’s use of the Marks and required acknowledgements and disclaimer(s). Standards may change from time to time in Licensor’s sole reasonable discretion, however, Licensor will discuss, in good faith, any changes with Licensee prior to modification/revision, which new Standards will take effect ten (10) days after such discussion(s), unless exigencies exist which require a shorter time (which shorter time will be reasonably agreed upon by the Licensor and Licensee). Licensee has provided Licensor with certain samples of uses of the Marks (Exhibit B attached). Licensor approves the proposed uses as detailed in Exhibit B as long as all use complies
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