Trademark and Copyright Cross-License Agreement by bobzepfel

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									                    Trademark and Copyright Cross-License Agreement

       This Agreement is entered into as of the ____ day of ________, ______ (the "Effective
Date") by and between                                       (“Party A”) and
                                                                   (“Party B”)

                                          RECITALS:

        A. Party B is a                      company engaged in the business of
               ;

        B. Party A is a              company engaged in


       C. Party A and Party B are Parties to that certain Agreement dated
       (the “Development Agreement”), in accordance with which Party A and Party B will
design and Party A (and in certain cases, Party A and Party B jointly) will develop certain
Products as defined therein.

        D. The Parties each own, or will own, various trademarks and copyrighted works used in
connection with their respective businesses and which may, in accordance with this Agreement,
be used in connection with the development, manufacturing, promotion, marketing, distribution
and sale of the Products.

       E. The Parties desire to confirm their agreement with respect to use and ownership of the
various trademarks and copyrighted works that will be used in connection with the development,
manufacturing, promotion, marketing, sale and distribution of the Products.

        F. The Parties also desire to enter into a cross-license for Party A to use the Party B
Trademarks and for Party B to use the Party A Trademarks, as defined herein, in connection with
the development, manufacturing, promotion, marketing, sale and distribution of the Products.

        NOW, THEREFORE, in consideration of the mutual promises, conditions and
agreements set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby expressly acknowledged, the Parties hereto agree as follows:

       A.        Definitions

               1.         “Party B Trademarks” means the trademark “                      ” and
all other marks on Exhibit A attached hereto (as the same may be amended from time to time) as
well as those other trademarks, service marks, names, logos, slogans, designs, whether registered
or unregistered, and internet keywords and domain names containing any of the foregoing, of
Party B that may be used on or in association with the Products in accordance with the terms and
conditions of this Agreement or the Development Agreement.
               2.         “Party B Copyrighted Works” means all photos, website content, text,
graphics, artwork, designs, logos, and the like created, commissioned, or owned exclusively by
Party B in connection with the Products and the distribution, sale, promotion, marketing and
advertising thereof, including on Collateral Materials.

               3.         “Party A Trademarks” means the trademark “                      ” and
all other marks on Exhibit B attached hereto (as the same may be amended from time to time)
and variations thereof that may be used on or in association with the Products and Collateral
Materials in accordance with the terms and conditions of this Agreement or the Development
Agreement.

               4.         “Party A Copyrighted Works” means all photos, website content, text,
graphics, artwork, designs, logos, and other works created, commissioned, or owned exclusively
by Party A in connection with the Products and the distribution, sale, promotion, marketing and
advertising thereof, including on Collateral Materials.

               5.         “Collateral Materials” means all written, printed, graphic, or
electronic, audio or visual promotional materials, including, without limitation, labels, brochures,
advertising, marketing and promotional materials, websites, commercials, packaging and
containers, and the like developed, created, or commissioned for use in connection with the
Products, including any content for use in any user manuals and End User Agreements.

              6.        “Party A Collateral Materials” means all Collateral Materials
developed, created, owned, or commissioned exclusively by Party A.

              7.        “Party B Collateral Materials” means all Collateral Materials
developed, created, owned, or commissioned exclusively by Party B.

               8.       “Joint Collateral Materials” means all Collateral Materials developed,
created, or commissioned jointly by both Party B and Party A.

              9.       Capitalized terms not defined herein shall have the meaning ascribed to
them in the Development Agreement.

       B.        Party B Trademarks License Grant

        1.         Subject to the terms and conditions of this Agreement and of the Development
Agreement, Party B hereby grants to Party A, a limited, irrevocable (subject to the termination
provisions of this Agreement), non-exclusive, non-transferrable, non-sublicensable (except to
subcontractors and sub-manufacturers permitted by the Development Agreement), royalty-free
license to use the Party B Trademarks solely on and in connection with the design, development,
manufacture and/or distribution of Products. The license granted in this Section B.1 shall
continue for so long as (a) Party A is Party B’s sole manufacturer and, (b) Party A is
manufacturing and supplying Party B with Products (including, without limitation during any
Sell-Off Period (as defined below) or (c) Party A has a license to the Pre-Existing Party B
Technology under the Development Agreement. Party A acknowledges and agrees that it shall
have no right to use the Party B Trademarks, except as permitted by Party B pursuant to this
Agreement and the Development Agreement.

        2.        Party A shall have the right to use the Party B Trademarks on the Products, on
and in any related packaging and user manuals, and on or in any Collateral Materials, in each
case in accordance with the Specifications or as otherwise approved by Party B’s prior written
approval, which approval shall not be unreasonably withheld.

        3.         Notwithstanding anything in this Section B to the contrary, Party A shall not
place any trademarks, service marks, trade names or other trade designations owned by Party B
or other third party on any Products, user manuals, End User Agreements, packaging, or
Collateral Materials, unless permitted or required under the Specifications or required by law,
without first obtaining Party B’s prior written approval.

       4.        All rights in and to the Party B Trademarks and Party B Collateral Materials
not expressly granted herein to Party A are reserved by Party B.

       C.        Party A Trademarks and Party A Collateral Materials License Grant

        1.         Party A hereby grants to Party B a limited, irrevocable (subject to the
termination provisions of this Agreement), non-exclusive, non-transferrable, non-sublicensable
(except to subcontractors and sub-manufacturers permitted by the Development Agreement),
royalty-free license to use the Party A Trademarks and Party A Collateral Materials on and in
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