LICENSE AGREEMENT

Whereas the Institute is the owner of the AP certification mark (hereinafter the "AP Mark") and the CL certification mark (hereinafter the "CL Mark"); and

Whereas the prospective Licensee desires to be licensed to use the AP and/or CL Mark on products made by a Subscribing Member of the Institute and to sell such products under its own name; and

Whereas the Institute is prepared to license the use of the AP and/or CL Mark provided that the Licensee complies with the requirements of the Manual of Procedure of the Certified Products and Certified Labeling Bureau of the Institute or the latest revision thereof;

Now, therefore, the parties hereby agree as follows:

First: The Institute grants to the Licensee the right to use the AP and/or CL Mark on only those products that are subsequently authorized by the Institute and with subsequent notification by the Institute to the Licensee at the time of authorization of such products in the United States of America.

‍Second: The Licensee agrees to cooperate with the Institute in conducting random tests as provided for in the Manual of Procedure of the Institute with all fees paid by the Subscribing Member in connection with such tests of its products.

‍Third: Whenever the Licensee uses the AP and/or CL Mark in catalogues, advertising or in any other manner in connection with the authorized products, the Licensee shall comply with the limitations on use of AP and CL Mark contained in the Manual of Procedure of the Institute. Licensee shall provide to the Institute samples of all advertising, catalogues, packages, labels and labeling used by Licensee which depict, refer or relate to the AP and/or CL Mark.

‍Fourth: The right granted in paragraph First hereof shall be non-exclusive and shall not be transferable without the Institute's prior written consent.

‍Fifth: The Institute assumes no liability to Licensee or third parties with respect to the characteristics of the products sold by the Licensee under the AP and/or CL Mark if such products fail to conform to the standards applicable to such products. The Licensee will indemnify the Institute against losses incurred through claims of third parties against the Institute involving products of the Licensee bearing the AP and/or CL Mark which fail to conform to the standards applicable to such products.

‍Sixth: The right to use the AP and/or CL Mark granted by this agreement shall be for a period of one year (from the date of written authorization to use the Seal to a year from this date). This License shall automatically be renewed each year thereafter provided the ACMI member who manufactures the product obtains permission for the continued use of the Seals in accordance with the procedures of the ACMI Certification Program and/or unless terminated in writing by either party. This License may terminate, either wholly or in part, as provided by the Manual of Procedure with respect to products failing to meet applicable standards.

‍Seventh: The Licensee acknowledges the Institute's exclusive right, title, and interest in and to the AP and/or CL Mark and will not at any time during the period of this License do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of such right, title and interest. In connection with the use of the AP and/or CL Mark or registration thereof, the Licensee acknowledges that use of the AP and/or CL Mark shall not create in the Licensee's favor any right, title or interest in or to the AP and/or CL Mark. Upon termination of this Agreement in any manner provided herein, the Licensee will cease and desist from all use of the AP and/or CL Mark. Upon termination of this Agreement, the Licensee may continue to sell products in inventory on which the AP and/or CL Mark appear for a period of time not to exceed two years from the date of termination. No further use of the AP and/or CL Mark shall be permitted unless a new License Agreement is executed. If the products fail to meet applicable standards either during the term of the License Agreement or subsequent thereto, the Licensee will cease and desist from all use of the AP and/or CL Mark in any way (and will deliver to the Institute or its duly authorized representatives, all materials and papers upon which the AP and/or CL Mark appears). The Licensee will at no time adopt or use, without the Institute's prior written consent, any word or mark which is likely to be similar to or that could be confused with the AP and/or CL Mark or other marks owned by the Institute.

‍Eighth: Licensee agrees to cooperate with Licensor in defense of any action challenging the validity of the AP and/or CL Mark during the period of this License.

‍Ninth: In the event of a dispute relating to this agreement or the License granted in connection herewith, it is agreed that this Agreement, the License, and the dispute shall be governed by the laws of the Commonwealth of Massachusetts, except as controlled by the laws of the United States of America. The Licensee, by entering into this Agreement, hereby waives any objection to personal jurisdiction in the United States Federal or State Court where ACMI chooses to initiate litigation. The Licensee consents to service of process of any and all subpoenas and/or summonses.

Tenth:  Upon mutual execution of this Agreement by the parties, this License Agreement supersedes any prior License Agreement executed by the parties.