By accessing and downloading the copyrighted “Water – Use it Wisely” logos, you are acknowledging that you are a licensee of the “Water – Use it Wisely” campaign. As such, you agree to the following terms and conditions.

ARTICLE 1: DEFINITIONS

1.1 “Copyrights” shall mean any copyright that exists or is hereafter obtained in connection with the Licensed Works or Licensee’s use of the Licensed Trademark or Licensed Works hereunder.

1.2 “Know-how” shall mean information and marketing materials or other extensions of the Licensed Works that exist or are hereafter obtained in connection with use of the Licensed Works. Know-how shall also mean all information relating to the use of the Licensed Trademark that Licensee has obtained in the past or shall obtain after entering into this Agreement, regardless of whether Licensor provided such information.

1.3 “Licensed Trademark” shall mean the registered trademarks attached to these logos and all campaign materials.

1.4 “Licensed Works” shall mean any and all materials directly or indirectly related to the Licensed Trademark or used by Licensee or Licensor in connection with this Agreement. Licensed Works may take the form of, but are not limited to, television public service announcements, print advertisements, brochures, posters, theater slides, bus cards, trash truck signs, billboards, and any other advertising medium bearing or relating to the Licensed Trademark.

ARTICLE 2: OWNERSHIP OF TRADEMARK, COPYRIGHT AND KNOW-HOW AND TECHNOLOGY

2.1 Ownership of Trademark. Licensee acknowledges the great value of the goodwill associated with the Licensed Trademark. Licensee will not, at any time, do, or otherwise suffer to be done any act or thing which shall, in any way, adversely affect any of Licensor’s rights in any trademark or any registrations thereof which, directly or indirectly, shall reduce the value of the Licensed Trademark or detract from its reputation. Licensee shall not file or prosecute a trademark or service mark application or applications to register any trademark in respect of the Licensed Works or any other goods or services.

2.2 Ownership of Copyright. Licensee hereby agrees that any Copyright which shall have arisen under this Agreement or has arisen in the past in any sketch, design, print, package, label, tag or the like, or used with the Licensed Trademark and/or Licensed Works are the property of Licensor. Licensee shall not, at any time, do any act or thing which shall adversely affect any rights of Licensor’s rights in any Copyright and shall, at Licensor’s request, do all things reasonably required by Licensor to preserve and protect said rights.

2.3 Ownership of Know-how. Licensee hereby agrees that any Know-how which shall have arisen under this Agreement or has arisen in the past in connection with the Licensed Trademark and/or Licensed Works is the property of Licensor. Licensee shall not, at any time, do any act or thing which shall adversely affect any rights of Licensor’s rights in such Know-how and shall, at Licensor’s request, do all things reasonably required by Licensor to preserve and protect said rights.

ARTICLE 3: LICENSE GRANTS

3.1 Grant of Trademark License. Subject to the terms and provisions hereof, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, non-assignable license, right and privilege to use the Licensed Trademark in connection with water conservation advertising and the Licensee’s use of the Licensed Works.

3.2 Grant of Copyright License. Subject to the terms and provisions hereof, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, non-assignable license, right and privilege to use the Licensed Works, in connection with water conservation advertising in all appropriate manners.

3.3 Grant of Know-how. Subject to the terms and provisions hereof, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, non-assignable license, right and privilege to use the Know-how which shall have arisen under this Agreement or has arisen in the past in connection with the Licensed Trademark and/or the Licensed Works.

3.4 License Term. All licenses granted in this Article 3 shall be for the term of this Agreement, as defined in Article 8 hereunder, unless earlier terminated as set forth herein, or if such rights cease to be in full force and effect. No license shall continue beyond the duration of any such right.

3.5 Licensor’s Ownership. As set forth in Article 2, above, the Rights and licenses hereby granted to Licensee under this Agreement shall in no way affect Licensor’s exclusive ownership in and to said Licensed Trademark, Licensed Works and Know-how, and Licensee acknowledges that Licensor is the sole owner of such rights. Upon termination of this Agreement, the right of Licensee to use such rights shall terminate and Licensee shall immediately cease using the same.

3.6 Retained Rights. Licensee understands and agrees that Licensor may license the Licensed Trademark and Licensed Works to any other party or parties as Licensor sees fit.

3.7 Licensee’s Duty to Not Engage in or Authorize Copying of Licensed Trademark or Licensed Works. Licensee shall not copy or reproduce the Licensed Trademark or Licensed Works, or allow any other party to copy or reproduce the same, without the express written permission of Licensor.

3.8 Licensee’s Duty to Not Modify or Authorize Modification of Licensed Trademark or Licensed Works. Licensee shall not modify or prepare derivative works from the Licensed Trademark or Licensed Works, or allow any other party to modify or prepare derivative works from the same, without the express written consent of Licensor.

3.9 Licensee’s Duty to Not Transfer the Licensed Trademark or Licensed Works. Licensee may not sublicense, assign, pledge, mortgage, encumber, or otherwise transfer or convey the rights and duties under this Agreement to any third party without the express written consent of Licensor.

ARTICLE 4: QUALITY CONTROL

4.1 Limited Use. Licensee shall limit its use of the Licensed Trademark to association with that part of its product line and services which utilize the Licensed Works and services in a manner and with a standard of quality prescribed by the Identity Usage Manual and/or approved from time to time by Licensor.

4.2 Samples Provided to Licensor. Licensee agrees to send samples of marked advertisements, literature, and goods to Licensor (or to a destination specified by Licensor) on a schedule to be established by the parties for the sole purpose of verifying compliance with the terms of this Agreement.

4.3 Use of Licensed Trademark Inures to Benefit of Licensor. All use of the Licensed Trademark by Licensee shall inure to the benefit of Licensor. The ownership of the Licensed Trademark, and the related good will, shall always remain vested in Licensor, both during the period of this Agreement and thereafter, and Licensee shall never challenge, contest or call in question the validity or ownership of the Licensed Trademark or any registration thereunder.

4.4 Licensee’s Duty to Identify Licensor as Proprietor of Licensed Trademark. Licensee shall identify Licensor as the proprietor of the Licensed Trademark by using “™”or “®”(as the case may be) following the Licensed Trademark in all labels, circulars, displays, advertising, or promotional material of Licensee which bear the Licensed Trademark and by the use of the footnote legend: “Trademark of Park&Co Inc., U.S.A.”

4.5 Licensor’s Right to Inspect Records. Licensor shall have the right, upon reasonable notice, to inspect Licensee’s books and records and all other documents and material in Licensee’s possession or control with respect to the subject matter of this Agreement.

5 Other Services Provided on Project-by-Project Basis. Licensee may request other services of Licensor, in connection with the preparation of materials related to the Licensed Trademark and/or Licensed Works. These services may include, but are not limited to, preparing brochures, posters, bus cards, billboards, theatre slides, newspaper advertisements, televised public service announcements, magnets, bookmarks and “Water. Use it Wisely” identification systems. Licensee shall pay Licensor for any and all such services on a project-by-project basis at Licensor’s then prevailing rates or at an amount which is otherwise agreed to by the parties to this Agreement.

ARTICLE 6: INFRINGEMENT

6.1 In Event of Infringement. In the event either Licensor or the Licensee becomes aware of an infringement of the Licensed Trademark or Licensed Copyrights by a third party, notice of such infringement shall be provided to the other party as soon as reasonably possible. Licensee shall not be entitled to call upon Licensor to take any proceedings for infringement of the Licensed Trademark or Licensed Copyrights or any passing off proceedings, nor shall Licensee be itself entitled to take any such proceedings, except as provided herein. Infringement or passing off proceedings shall be entirely and solely within the discretion of Licensor. Any action taken or not taken by Licensor with respect to such infringement shall be at the sole discretion of Licensor.

6.2 Duty to Not Settle. Neither party may settle with an infringer without the prior approval of the other party, if such settlement would affect the rights of the other party under the Licensed Trademarks or the Licensed Copyrights.

ARTICLE 7: INDEMNITY

7.1 Licensee Agrees to Indemnify. Licensee agrees to defend, indemnify, and hold Licensor, and its officers, directors, agents, sublicensees, employees, and customers, harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against Licensor based on the marketing and/or use of the Licensed Trademark and Licensed Works, including but not limited to, actions founded on product liability.

7.2 Licensee’s Duty to Notify of Claims. Licensee will notify Licensor as soon as is reasonably possible of all claims of trademark or copyright infringement made or suits commenced against Licensee because of Licensee’s exercising any privileges granted under this Agreement.

ARTICLE 8: TERM

8.1. Termination. Licensor may terminate this Agreement at any time upon thirty (30) days written notice to Licensee, if Licensee fails or refuses to make any payments hereunder or materially defaults in the performance of any of its other obligations set forth in this Agreement, but only if Licensee shall not have remedied its default within thirty (30) days after receipt by Licensee of written notice of such default. A material default shall include, without limitation, insolvency of Licensee, or the inability of Licensee to pay its financial obligations as they become due in the ordinary course of business, or the discontinuation of operations in the ordinary course of business.

ARTICLE 9: OTHER PROVISIONS

9.1 Severability. If any provision or any portion of this Agreement shall be construed to be illegal, invalid or unenforceable, such provision shall be deemed stricken and deleted from this Agreement to the same extent and effect as if never incorporated herein. All other provisions of this Agreement and remaining portion of any provision which is not found to be illegal, invalid or unenforceable in part shall continue in force and effect.

9.2 Non-waiver. No waiver, modification or cancellation of any term or condition of this Agreement shall be effective unless executed in writing by the party charged therewith. No written waiver shall excuse the performance of any acts other than those specifically referred to herein. The fact that the Licensor has not previously insisted upon the Licensee expressly complying with any provision of the Agreement shall not be deemed to be a waiver of the Licensor’s future right to require compliance in respect thereof. Licensee specifically acknowledges and agrees that the prior forbearance in respect of any act, term or condition shall not prevent Licensor from subsequently requiring full and complete compliance thereafter.

9.3 Integration. This Agreement, and the appendices hereto, represent the entire agreement between the parties respecting the subject matter hereof and supersede all prior discussions, agreements and understandings of every kind and nature between them. No modification of this Agreement will be effective unless in writing, expressly purporting to modify this Agreement and signed by the party against whom enforcement is sought.

9.4 Jurisdiction. In the event that a court action becomes necessary, the Licensor and Licensee consent to the jurisdiction of the courts of the State of Arizona, including all Arizona State Courts and all Federal Courts of the State of Arizona.

9.5 Applicable Law. This Agreement will be construed in accordance with the laws of the State of Arizona.

9.6 Limitation on Rights of Others. This Agreement is entered into between the parties for the exclusive benefit of the parties. This Agreement is not intended for the benefit of any creditor of any party or any other person. Except to the extent provided by applicable statute, and then only to that extent, no third party shall have any rights under this Agreement.

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