LICENSE AGREEMENT

2. 

Termination of this agreement shall not in any way operate to impair or destroy any of Licensee's or Licensor's right or remedies, either at law or in equity, or to relieve Licensee of any of its obligations to pay Royalties or to comply with any other of the obligations hereunder, accrued prior to the effective date of termination.

1.

Licensee shall indemnify, hold harmless, and defend Licensor  and its trustees, members, officers, employees and agents against any and all allegations and actions for death, illness, personal injury, property damage, and improper business practices arising out of the use of the Licensed Rights.

2.

In connection with the performance of this Agreement,  each party (the "Receiving  Party") may have access to certain confidential and proprietary information of the other party (the "Disclosing Party").  For purposes of this Agreement, "Confidential Information" shall mean any and all information proprietary to the Disclosing Party, whether or not reduced to writing or other tangible medium of expression, and whether or not patented, patentable, capable of trade secret protection or protected as an unpublished or published work nuder the United States Copyright Act, and shall include, without limitation, the terms and existence of this Agreement,  information relating to intellectual property and to business plans, financial matters, products and services.  Recognizing  that  such  information represents valuable assets and property of the Disclosing Party and the harm that may befall the Disclosing Party if any of such Confidential  Information is disclosed, the Receiving Party agrees to hold all such Confidential Information in strict confidence and not to use or otherwise disclose any such Confidential Information to third parties without extent that any Confidential Information is ordered to be disclosed by a court of competent jurisdiction in a final non-appealable decision or is otherwise required to be disclosed by law (but only to the limited extent of such order or legal requirement).

3.

The parties hereto deem this Agreement to be an agreement that is executed and performed entirely within the State of New York.  This Agreement, and all rights and obligations created by it, shall be interpreted in accordance with the laws of the State of New York governing agreements to be executed and performed entirely within the State of New York, without reference to the choice of law provisions thereof.  The Parties hereto hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within the State of New York, County of New York over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related  thereto shall be heard and determined in such courts.  The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute.  Each of the Parties  hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law

4.

No waiver by a party of any provision of this Agreement shall be considered a waiver of any other provision, or any subsequent breach of the same or any other provision, including the time for performance of any such provision.  The exercise by a party of any remedy, whether at law or equity, shall not prevent the exercise by that party of any other remedy that may be available.

5.

This Agreement inures to the benefit of, and is binding on the parties, their respective heirs, personal representatives, affiliates, successors and permitted assigns, except to the extent of any contrary provision of this Agreement.

6.

If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

7.

This  Agreement may be executed in any number of counterparts, all of which will be construed together and will constitute a single original.

8.

This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions, negotiations, and agreements, whether oral or written.  Any subsequent amendment, including an oral modification supported by new consideration, must be reduced to writing and signed by both parties before it will be effective.  No amendment to this Agreement, whether written or oral, shall in any way modify or amend this Agreement, duties, obligations, requirements or covenants hereunder without the express prior written consent  of the Licensor, in the Licensor's sole discretion.  Emails, including emails that bear an electronic "signature block" identifying the sender, do not constitute signed writings for purposes of this agreement.

9.

The Parties hereto represent and warrant to each other that they have the full right, power and authority to enter into and perform all of their obligations hereunder, that they are under no legal impediment which would prevent  their signing of this Agreement or consummating the same, and to the best of their knowledge, the entering into of this Agreement will not create any default under any other agreement or breach of same to which they or any of their affiliates may be a party or to an order, judgment, or decree to which they may be subject or bound.