COLLEGE OF WILLIAM AND MARY STANDARD LICENSE AGREEMENT

Transcription

1 COMPANY NAME: COLLEGE OF WILLIAM AND MARY STANDARD LICENSE AGREEMENT THIS AGREEMENT, effective as of the date specified in Schedule A, by and between the College of William and Mary, located in Williamsburg, Virginia ("William and Mary"), and a corporation ("Licensee") whose name and state of incorporation are also indicated in Schedule A. "Parties" shall mean Licensee and William and Mary. PREAMBLE William and Mary is the exclusive owner of trademark(s), service mark(s), trade names and several related designs, logo graphics and symbols (collectively, "Marks") including, but not limited to, those identified on the logo sheet, Exhibit I, attached; Licensee desires a non-exclusive license to use one or more of William and Mary's marks in connection with the products listed in Schedule B in the specified geographic area; Consequently, in consideration of the mutual promises and obligations in this Agreement, and other consideration, the Parties agree as follows: DEFINITIONS TERMS AND CONDITIONS "Licensed Marks" means the College of William and Mary's marks as shown in Schedule B. "Licensed Products" means any product, product part, packaging or advertising bearing one or more of the Licensed Marks and listed in Schedule B. Licensee means all persons or entities which have entered into a written License Agreement with the College or a Member Institution to manufacture Licensed Products as are defined above. The term Licensee shall for purposes of the Code and unless otherwise specified in the Code, encompass all of Licensees contractors, subcontractors or manufacturers, who produce, assemble or package finished Licensed Products for the consumer. Member Institutions means the Affiliate Universities of the Worker Rights Consortium; a listing of the Affiliate Universities can be found on the website "Premium" means any article given free or sold at less than the usual selling price for the purpose of increasing the sale of or publicizing any other product or service, or for any other giveaway or promotional purposes. 1. GRANT 1.1 William and Mary grants Licensee, under the terms of this Agreement, a limited, revocable, non-exclusive, non-assignable license, without the right to grant sublicenses, to use the Licensed Marks and to make and use certain derivative works thereof on the Licensed Products in the territory described - 1 -

2 in Schedule B. All rights not specifically granted Licensee under this license are reserved to William and Mary. 1.2 Licensee shall not manufacture, sell or distribute the Licensed Products bearing Licensed Marks as premiums, nor in any connection whatsoever with lotteries, games of chance, firearms, tobacco or alcoholic beverage promotion. 2. TERM OF AGREEMENT This Agreement shall commence on the Effective Date and shall continue for the term recited in Schedule A unless terminated by operation of law or in accordance with the provisions of this Agreement. 3. CODE OF CONDUCT The College of William and Mary is dedicated to conducting its business affairs in a socially responsible and ethical manner. The College s Licensing Code of Conduct (hereinafter Code of Conduct ) is attached to this License Agreement as Exhibit III, and its terms incorporated herein. Licensees of the College are required to adhere to the Code of Conduct. The College will make every reasonable effort to do business only with licensees firmly committed to compliance with the Code of Conduct, and will be proactive in issuing specific guidelines for compliance. The Code of Conduct shall be clearly posted on the website of the College s Licensing Office, and shall be available from the Licensing Office upon request. The College reserves the right to change the Code of Conduct and will notify all Licensees within 30 days of such changes. Unless the Licensee objects in writing within 30 days of such notice of a change to the Code of Conduct, such change shall be deemed accepted and incorporated into the Code of Conduct as of the date notice was given. 4. QUALITY CONTROL, NOTICES, APPROVAL AND SAMPLES 4.1 The quality of the Licensed Products and all promotional, advertising and packaging material bearing the Licensed Marks shall be at least as high as the quality of similar products and material presently distributed or sold by the Licensee and shall conform to all applicable state and federal laws and regulations. 4.2 Prior to any use, sale or other distribution to the public, and at Licensee's cost, Licensee must submit the samples specified below for William and Mary's written approval at each of the following stages of development before proceeding to the next stage: (a) a preliminary design of the Licensed Product and all artwork and associated promotional and advertising material; (b) the final design of the Licensed Product and all artwork and associated promotional and advertising material; and (c) the first production line sample. Approval may be granted or withheld as William and Mary, in its sole discretion, may determine. 4.3 After the required approval of samples has been secured at each stage listed above, Licensee agrees that any proposed change by Licensee involving any alteration in the structure, design or quality of the Licensed Products, or any change in the use of Licensed Marks, shall be submitted to William and - 2 -

3 Mary for its express written approval prior to any use, advertisement, sale or distribution of any altered Licensed Product. 4.4 Licensee agrees to include on Licensed Products, and on all advertising and packaging for Licensed Products, all appropriate patent, trademark and copyright legends and notices as required by William and Mary to give appropriate notice to the consuming public of William and Mary's rights. (a) Licensee shall be required to include Licensees name on each product or display of products - either on the product or affixed with a tag or label. 4.5 Licensee shall not offer for sale, advertise, promote, distribute, or use for any purpose any Licensed Product or packaging that is damaged, defective, or seconds or that otherwise fails to meet the specifications or quality requirements of this Agreement. In the event that the quality of the Licensed Product or associated artwork or advertising material falls below the previously approved level, William and Mary shall have the right to require Licensee immediately to discontinue manufacture, sale or distribution of the Licensed Product or artwork or advertising material. 4.6 To ensure that standards of quality as reflected in the approved samples of Licensed Products and advertising are being maintained, William and Mary or its duly authorized representatives have the right to enter and inspect the premises of Licensee during reasonable hours during the term of this Agreement and during the time provided for disposition of inventory following termination of the Agreement. From time to time, at the request of William and Mary, Licensee shall submit to William and Mary samples of the Licensed Products which Licensee is selling or producing so that William and Mary may determine compliance with the terms of this Agreement. 5. ROYALTY 5.1 Upon signing this Agreement, Licensee shall pay William and Mary a registration/administration fee of ONE HUNDRED TWENTY FIVE DOLLARS ($125.00). 5.2 Licensee also agrees to pay William and Mary the royalty recited in Schedule A ("Royalty") based on the Net Sales Price of all Licensed Products sold. 5.3 "Net Sales Price" means the Licensee's aggregate gross price charged to customers for the Licensed Products less only returns actually made and credited. No costs incurred in the manufacture, sale, advertisement or distribution of the Licensed Products, or any indirect or overhead expense of any kind whatever, shall be deducted in computing Net Sales Price except as specified above. 5.4 Licensed Products shall be deemed to have been sold when invoiced or, if not invoiced, when they are paid for or when title passes to the buyer, whichever is first. 5.5 The Royalty specified in Schedule A is payable by Licensee even if it does not charge the buyer for the Licensed Products. The Royalty shall be based on the usual Net Sales Price charged to other buyers in the same or nearest locality. 6. PAYMENT SCHEDULE AND STATEMENT 6.1 Within thirty (30) days following the last day of each calendar quarter, Licensee shall provide William and Mary a complete and accurate statement certified by Licensee's financial officer of Licensee's Sales of Licensed Products during the quarterly period. Licensee shall submit the statement in - 3 -

4 the format and containing the information specified in Schedule C, whether or not any Licensed Products were distributed or sold and whether or not Royalties were earned during the preceding quarter. 6.2 The amount shown to be due on the Licensee's quarterly statement shall be paid in United States currency simultaneously with the submission of such statement. Payments shall be made in April, July, October and January for each preceding three month's sales. William and Mary's acceptance of any statement furnished or Royalty paid shall not preclude William and Mary from questioning its accuracy, and Licensee immediately shall rectify inaccurate payments and/or statements of account. 6.3 If the royalties due are not timely paid, such royalties shall bear the maximum rate of interest permitted under applicable state law, not to exceed 1 1/2% per month, until paid. 7. EVENT OF DEFAULT 7.1 Without prejudice to any other rights, William and Mary shall have the right to terminate this Agreement upon written notice to Licensee at any time if Licensee fails to pay royalties due or deliver reports under the terms of this Agreement, and if such default continues for an period of ten (10) days after written notice of default from William and Mary. 7.2 If it becomes necessary for William and Mary to undertake legal action to collect such royalties due, Licensee shall, if the legal action undertaken by William and Mary results in a determination that royalties were due, pay William and Mary's reasonable legal fees and costs of the action and related negotiations, if any. 8. CONTRACT REVIEW 8.1 Licensee shall keep complete and accurate records at its principal place of business showing all transactions relating to the License being granted. Such books and records shall be retained by the Licensee for a period of at least three (3) years after the payment of the corresponding royalty and for at least two (2) years after expiration of this Agreement, and shall be available for inspection and copying by William and Mary or its duly authorized representative during normal business hours. 8.2 In the event that a compliance review reveals an underpayment by the Licensee, the Licensee shall immediately remit payment to William and Mary in the amount of the underpayment plus interest at the rate of one and one-half percent (1 1/2%) per month (or the maximum rate allowed by law, if lower) calculated on a daily basis from the date such payment(s) was due until the date when such payment(s) is actually made. 8.3 Further, in the event that a compliance review shows an underpayment greater than $ in royalties for any Royalty Period, the Licensee shall reimburse William and Mary for the costs and expenses, including reasonable attorneys' fees, of the review. 9. USE OF LICENSED MARKS 9.1 Licensee agrees that it will not state or imply either directly or indirectly that Licensee or Licensee's activities, other than those specified in this Agreement, are supported, endorsed or sponsored by William and Mary. Licensee agrees that this Agreement does not constitute a partnership, joint venture or franchise, and also agrees not to use the name of William and Mary in its business or affairs other than in the performance of its rights and obligations under this Agreement. 9.2 Licensee agrees that it will not alter, modify, dilute or otherwise misuse the Licensed Marks, or bring them into disrepute

5 9.3 Licensee also agrees not to use any other trademark, service mark, trade name, logo, symbol or device in combination with any Licensed Marks, without the prior written consent of William and Mary. 9.4 Licensee shall, upon the request of William and Mary, cause to appear on or within each product sold under this Agreement, by means of a tag, label, imprint or other appropriate device, such copyright, trademark or service mark notices as William and Mary may from time to time designate. Each Licensed Product must bear a legend designating it as an official licensed product on either the product or its packaging as approved in advance by William and Mary. 9.5 At William and Mary's request, Licensee agrees to remove promptly from any advertisement, marketing material, product or product package bearing the Licensed Marks and under Licensee's control or accessible to Licensee any element which William and Mary, in the exercise of William and Mary's sole discretion, believes will in any way harm the Licensed Marks or William and Mary's reputation. 10. NO WARRANTY William and Mary does not warrant to Licensee that the use of any of the marks identified in Exhibit I or the sale of any product identified in Schedule B is free from any claim by any third party of infringement or unfair competition, and William and Mary shall not be liable to Licensee as a result of Licensee's activities under the License for any damage or cost incurred or paid by Licensee to any third party for such claims, judgments or settlements. 11. OWNERSHIP OF RIGHTS 11.1 Licensee recognizes the great value of the publicity and goodwill associated with the Licensed Marks and acknowledges that such goodwill belongs exclusively to William and Mary Licensee acknowledges William and Mary's exclusive right, title and interest in and to the Marks in Exhibit I and the Licensed Marks, and will never represent that it has any ownership in the Marks, Licensed Marks or in any registration of the same, and will not knowingly in any way do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest. Licensee agrees that its use of the Licensed Marks inures to the benefit of William and Mary, and agrees not to register or attempt to register, in any jurisdiction, any of the Marks, the Licensed Marks or designations colorably similar Licensee agrees not to use or authorize use, either during or after the Term of this Agreement, any configuration, mark, name, design, logo or other designation confusingly similar to William and Mary's Name or Marks The form and content of all artwork used by the Licensee on the Licensed Products is subject to prior written approval by William and Mary. Licensee expressly agrees that all such artwork, designs or reproductions, or derivative works thereof, created or invented by Licensee and derived to any extent whatever from the Marks (collectively, the "Derivative Licensed Works") are, for copyright purposes, works made for hire for William and Mary under the Copyright Act of 1976, as amended. In no event shall any of the Derivative Licensed Works be considered joint works. To the extent the Derivative Licensed Works do not fit within the definition of work for hire under the Copyright Act of 1976 or any successor law, all intellectual property rights in the Derivative Licensed Works, including all copyright and trademark rights, are by this Agreement assigned to William and Mary and shall be owned solely and for all purposes by William and Mary. To that end, Licensee represents and warrants that all work on William and Mary artwork, designs or reproductions, or derivative works thereof, including the Derivative Licensed Works, performed by, at the request or under the authority of this Agreement, shall - 5 -

6 be performed only by Licensee's employees or by its independent contractors who have executed a work for hire agreement and assignment, in the form found in Exhibit II, signed by Licensee and the independent contractor. Licensee agrees to indemnify and hold harmless William and Mary from all loss (including but not limited to legal fees and costs) resulting from a breach of this warranty. Further, such artwork, design or reproduction, or derivative works thereof, including the Derivative Licensed Works, shall, in William and Mary's sole discretion, be copyrighted or trademarked by William and Mary; all copyrights or trademarks may in William and Mary's sole discretion be registered in the U.S. Copyright Office or in the U.S. Patent and Trademark Office, as appropriate, in the name of William and Mary or, if registered in the name of the Licensee, will be assigned to William and Mary. To that end, Licensee agrees to, and does, assign to William and Mary all right, title and interest in these works and in all intellectual property rights in them, and agrees that William and Mary may register the assignment in the U.S. Copyright Office or the U.S. Patent and Trademark Office, as appropriate, in the name of William and Mary. William and Mary will bear the expense of registration or assignment of copyrights or trademarks to itself. Licensee agrees that it will not, at any time, assert any right in any such copyright or trademark registered or assigned to William and Mary. Further, to the maximum extent permitted by law, Licensee waives any moral rights, including the rights of integrity and paternity, that exist now or that may be created in the future with regard to the Marks or the Derivative Licensed Works. 12. INDEMNIFICATION AND INSURANCE 12.1 William and Mary assumes no liability to Licensee or third parties with respect to the performance characteristics of the Licensed Products manufactured or sold by Licensee. Licensee agrees to indemnify and hold harmless William and Mary, its officers, employees and agents from any and all claims, demands, actions, causes of action, suits, proceedings, damages, liabilities and costs and expenses of every nature, including attorney's fees, relating to or arising out of the manufacture or sale of the Licensed Products or from the use of the Licensed Marks on such products Licensee shall maintain in effect, throughout the term of this Agreement, at its own cost, from a qualified insurance company, insurance for bodily injury and property damage liability, including product liability, in at least the minimum amounts specified in Schedule A This insurance coverage shall be provided with respect to all claims for damages arising out of the manufacture, sale or distribution of the Licensed Products or from the use of the Licensed Products or the Licensed Marks on such products or their advertisement, regardless of when such claims are made or when the underlying injuries occur or manifest themselves. Policies maintained by Licensee shall include an endorsement naming William and Mary as an additional insured insofar as this Agreement is concerned, and a severability of interest clause, and shall provide that notice shall be given to William and Mary at least thirty (30) days prior to cancellation or material change in the policies. Copies of certificates evidencing this insurance shall be delivered by Licensee to William and Mary within fifteen (15) days after execution of this Agreement. 13. TERMINATION 13.1 Except as otherwise provided, this Agreement shall terminate automatically at the end of the term specified in Schedule A Right to Termination on Notice: This Agreement may be terminated at any time by either party without cause on ninety (90) days' prior written notice to the other party

7 13.3 Immediate Right of Termination: William and Mary shall have the right immediately to terminate this Agreement by giving written notice to the Licensee if the Licensee does any of the following: (a) Manufactures, sells, promotes, distributes or uses, in any way, any Licensed Product without having the prior written approval of William and Mary as provided in this Agreement, or continues to manufacture, sell, promote, distribute or use, in any way, any Licensed Product after receipt of notice from William and Mary disapproving or withdrawing approval of same; (b) Except under federal bankruptcy laws, files a petition in bankruptcy or is adjudicated as bankrupt or insolvent, or makes as assignment for the benefit or creditors, or an arrangement pursuant to any bankruptcy law, or if the Licensee discontinues its business or if a receiver is appointed for the Licensee or for the Licensee's business; (c) Breaches any of the conditions or provisions of this Agreement other than breaches of the Licensing Code of Conduct (Exhibit 3) and fails to cure within ten (10) days after notice from William and Mary; (d) Fails either to (1) have begun bona fide manufacture, distribution and sale of Licensed Products bearing the Licensed Marks within 12 months from the effective date of this Agreement; or (2) manufacture, distribute or sell such Licensed Products bearing Licensed Marks for 12 consecutive months Immediate Right to Terminate a Portion of this Agreement: William and Mary shall have the right immediately to terminate the portion(s) of this Agreement relating to any Licensed Product(s) in connection with which the Licensee becomes subject to any voluntary or involuntary order of any governmental agency involving the recall of any of the Licensed Products or Promotional and Packaging Material because of safety or health risks to the public Termination of this Agreement shall not impair any accrued rights of William and Mary Breaches of the Licensing Code of Conduct (Exhibit III) shall be handled in accordance with the College s Procedure for Handling Breaches of the Licensing Code of Conduct, which is attached to this License Agreement as Exhibit IV, and its terms incorporated herein. 14. LICENSEE'S RESPONSIBILITIES UPON TERMINATION 14.1 Upon termination of this Agreement pursuant to paragraphs 12.3 and 12.4, Licensee agrees immediately to discontinue (1) the manufacture or sale of all Licensed Products bearing the Licensed Marks, and (2) the use of the Licensed Marks. Licensee further agrees that continued manufacture, sale or use will result in immediate and irreparable damage to William and Mary, making injunctive relief appropriate William and Mary grants Licensee the right, within three (3) months after termination, to dispose of its stock of all Licensed Products bearing the Licensed Marks at the Sales Price. This disposition shall be subject to the terms of this Agreement including, but not limited to, those requiring reports of sales and payment of royalties. After the three (3) month period, Licensee agrees to destroy all unsold Licensed Products bearing the Licensed Marks and to report to William and Mary the number of each destroyed. Licensee's right to dispose of its stock after termination of this Agreement is subject to the condition that within thirty (30) days after termination, Licensee will: (a) pay to William and Mary all royalties accrued to the time of termination, - 7 -

8 (b) deliver to William and Mary a report of sales up to the time of termination in the form required by Section 5.1 of this Agreement, and (c) provide William and Mary with an inventory of unsold Licensed Products bearing Licensed Marks remaining and allow William and Mary at its option to conduct a physical inventory to verify the statement. 15. SURVIVAL OF RIGHTS AND OBLIGATIONS Termination or expiration of this Agreement shall not impair any rights of William and Mary or obligations of Licensee, including but not limited to payments, statements of account, compliance review, disposition of stock and indemnification. 16. REMEDIES Licensee acknowledges that its material breach of this Agreement will result in immediate and irremedial damage to William and Mary, and that money damages alone will be inadequate to compensate William and Mary. Therefore, in the event of a material breach or threatened material breach of any material provision of this Agreement by Licensee, William and Mary may, in addition to all other remedies, obtain injunctive relief prohibiting the breach or compelling specific performance. 17. SEVERABILITY Should any provision of this Agreement be held unenforceable or in conflict with the law of any jurisdiction where its enforcement is sought, the remaining provisions of this Agreement shall still be given effect and be enforced to the maximum practicable extent. 18. WAIVER No waiver of this Agreement shall be valid unless in a writing signed by the Party against which the waiver is sought to be enforced. No waiver by either Party of any breach of or failure of performance under this Agreement shall be deemed a waiver as to any subsequent or similar breach or failure of performance. Failure of William and Mary to enforce any provision or to exercise any right or remedy shall not constitute a waiver of any of William and Mary's rights or Licensee's obligations. 19. GOVERNING LAW This Agreement is made in the Commonwealth of Virginia, United States of America, and shall be governed and construed by its laws as they apply to agreements executed and fully to be performed in Virginia. 20. NOTICES Any notice shall be sent by U.S. Express Mail, postage prepaid, by express or overnight courier service, or by telefacsimile *(confirmed by telephone), shall be deemed given on the earlier of the date of confirmed receipt or the first business day after dispatch, and shall be sent to the addresses given below, or such other addresses as may be designated in writing during the term of this Agreement: TO WILLIAM AND MARY: Director of Auxiliary Services College of William and Mary Williamsburg, Virginia TO LICENSEE: at the address specified in Schedule A - 8 -

9 21. FORCE MAJEURE Neither Party shall be deemed in default or otherwise liable hereunder due to its inability to perform by reason of any fire, earthquake, flood, epidemic, accident, explosion, casualty, strike, lockout, labor controversy, riot, civil disturbance, act of public enemy, embargo, war, act of God, or any municipal, county, state, national or international ordinance or law or any executive, administrative, judicial or similar order (which order is not the result of any act or omission to act which would constitute a default under this Agreement), or any failure or delay of any transportation, power, or other essential thing required, or similar causes beyond the Party's control. Any delay in performance shall be no greater than the event of force majeure causing the delay. If an event of force majeure continues uninterrupted for a period exceeding six (6) calendar months, either Party may elect to terminate this Agreement upon notice to the other, but such right of termination, if not exercised, shall expire immediately upon the discontinuance of the event of force majeure. 22. ATTORNEY'S FEES In the event William and Mary prevails in an action against Licensee for the enforcement or breach of this Agreement, William and Mary shall be entitled to recover reasonable attorney's fees and costs of the proceeding. 23. INTERPRETATION This Agreement contains the entire agreement between the Parties with regard to this subject matter, supersedes all prior agreements between them pertaining to this subject matter, and may be altered or amended only in a writing executed, for William and Mary, by Director of Auxiliary Services, College of William and Mary, and, for Licensee, by an authorized agent. The word "or" shall be interpreted to have both its conjunctive and disjunctive meanings wherever possible. The paragraph titles are intended solely for convenience and shall in no event affect or be used in connection with the interpretation of this Agreement. LICENSEE LICENSOR COLLEGE OF WILLIAM AND MARY By: Title: By: Title: Licensing Administrator Date: Date: - 9 -

10 EXHIBIT I College of William and Mary is the owner of all rights, title, and interest in its marks, which includes trademarks, service marks, trade names, designs, logos, seals and symbols. VERBIAGE 1. THE COLLEGE OF WILLIAM AND MARYR 2. WILLIAM AND MARY R 3. W&M R 4. THE TRIBE R GRAPHICS 5. (seal (or cypher)) R 7. (William and (&) Mary stylized) R 8. (W&M stylized) R 9. TRIBE R 10. THE GRIFFIN R

11 EXHIBIT II WORK FOR HIRE AND ASSIGNMENT AGREEMENT This Agreement is between ("Licensee"), a licensee of the College of William and Mary, and ("Contractor"), an independent contractor of Licensee who is to perform, author or create certain work (the "Work") on, derived from or in connection with, certain intellectual property, including, but not limited to, trademarks, service marks, trade names, designs, logos, seals, symbols and other pictorial, graphic or sculptural works owned (and in which all intellectual property rights are owned) by William and Mary. Contractor agrees, as part of the consideration for its being able to perform the Work and, if applicable, to receive compensation for the Work, that, for copyright purposes, the Work is a derivative work of intellectual property owned by William and Mary and is a work for hire for William and Mary under the Copyright Act of 1976, as amended, or (to the extent the Work does not fit within the definition of work for hire under the Copyright Act of 1976 or any successor law) that all copyright rights in the work are assigned to William and Mary. In no event shall the Work be considered a joint work. In any case, the Work and all intellectual property rights in it shall be owned solely and for all purposes by William and Mary. The Work, or derivative works thereof, shall be copyrighted or trademarked by William and Mary in its discretion and all copyrights will be registered in the U.S. Copyright Office or the U.S. Patent and Trademark Office in the name of William and Mary or, if registered in the name of the Licensee or Contractor, will be assigned to William and Mary. To that end, Contractor agrees to, and does, assign to William and Mary all right, title and interest in the Works and in all intellectual property rights in them, and agrees that William and Mary may register the assignment in the U.S. Copyright Office or the U.S. Patent and Trademark Office in the name of William and Mary. William and Mary will bear the expense of registration or assignment of copyrights or trademarks to itself. Contractor agrees that he, she or it will not, at any time, assert any right in any such copyright or trademark registered or assigned to William and Mary. Contractor further waives, to the maximum extent permitted by law, any moral rights, including the rights of integrity and paternity, that exist now or that may be created in the future with regard to the Work. The word "or" in this agreement has both its conjunctive and disjunctive meanings wherever possible. LICENSEE: BY: TITLE: DATE: CONTRACTOR: BY: TITLE: DATE:

12 1. STANDARDS EXHIBIT III THE LICENSING CODE OF CONDUCT It is the responsibility of the Licensee to ensure that they and their contractors operate workplaces that adhere to the following minimum standards and practices: 1.1 Legal Compliance: Licensees must comply with all applicable legal requirements of the country in which products are manufactured. Where there are differences or conflicts between the Code and the laws of the country of manufacture, the higher standard shall prevail subject to the considerations stated in Section V. 1.2 Environmental Standards: Licensees shall act in a manner consistent with the protection and preservation of local environments. Disposal of garbage and waste shall not endanger the health or wellbeing of affected communities. Licensees shall minimize fossil fuel consumption and emissions to the extent practicable. The College may impose specific caps on emissions; such decisions will include a reasonable timeline for compliance, and will be issued at least six (6) months in advance of the first mandatory goal. 1.3 Employment Standards: The College will only do business with Licensees whose workers are present at work voluntarily, are not under risk of physical harm, are fairly compensated and are not exploited in any way. In addition, the following specific guidelines must be followed: i. Wages and Benefits: Licensees recognize that wages are essential to meeting employees basic needs. Therefore, Licensees must provide, as a floor, a dignified living wage and benefits, which meet the basic needs of the average-sized family, The living wage must meet basic food, housing, medical, clothing, educational, and other essential needs and provide a discretionary amount for workers to meet other needs and to reinvest in their communities. Deductions from wages for disciplinary measures shall not be permitted nor shall any deductions from wages not provided by national law and/or collective bargaining agreements be permitted without the expressed permission of the worker concerned. All workers shall be provided written and understandable information about the conditions in respect to wages and their conditions of employment before they enter employment and of the particulars of their wages for the pay period concerned each time they are paid. ii. Piece Rates: Recognizing that most apparel production operates under a piece-rate system, and that piece-rates are closely connected with a living wage, Licensees will ensure that the piece rate quotas are adjusted to what can reasonably be accomplished in an eight (8) hour period. iii. Working Hours: Hourly and/or quota-based wage employees shall (i) not be required to work more than the lesser of (a) 40 hours per week and 8 hours overtime, or (b) the limits on regular hours allowed by the law of the country of manufacture, and (ii) be entitled to at least one day off in every seven day period, as well as holidays and vacations. iv. Overtime Compensation: All overtime hours must be worked voluntarily by employees. In addition to their compensation for regular hours of work, hourly and/or quota-based wage employees shall be compensated for overtime hours at such a premium rate as is legally required in the country of manufacture or, in those countries where such laws do not exist, at a rate at least one and one-half their regular hourly compensation rate. v. Child Labor: Licensees shall not employ any person at an age younger than 15 (or 14, where, consistent with International Labor Organization practices for developing countries, the law of the country of manufacture allows such exception). Where the age for completing compulsory education is higher than the standard for the minimum age of employment stated above, the higher age for completing compulsory education shall apply to this section. Licensees agree to consult with governmental, human rights, and nongovernmental organizations, and to take reasonable steps to minimize the negative impact on children released from employment as a result of implementation or enforcement of this Code. Priority for employment shall be given to relatives of a child released from employment as a direct or indirect result of this Code. Young workers past the age of compulsory education are encouraged to attend night school, and under no circumstances will they be forced to work overtime hours that would prevent them from attending these classes. vi. Forced Labor: There shall not be any use of forced prison labor, indentured labor, bonded labor or other forced labor.

13 vii. Health and Safety: Licensees shall provide a safe and healthy working environment to prevent accidents and injury to health arising out of, linked with, or occurring in the course of work or as a result of the operation of Licensee facilities. Licensees will comply with all workplace safety and health regulations established by the national government where the production facility is located, or with Title 29 CFR of the Federal Code of Regulations, enforced by Federal OSHA (Occupational Safety and Health Administration), whichever regulation is more health protective for a given hazard. The Licensee shall ensure that its direct operations and subcontractors comply with all health and safety conventions of the International Labor Organization (ILO) ratified and adopted by the country in which the production facility is located. viii. Nondiscrimination: No person shall be subject to any discrimination in employment, including hiring, salary, benefits, advancement, discipline, dismissal or retirement, on the basis of gender, race, religion, age, disability, sexual orientation, nationality, political opinion, or social or ethnic origin. This clause is not to be construed as preventing the pursuit of equal opportunity employment policies. ix. Women s Rights: Because the overwhelming majority of apparel workers are women, assuring and safeguarding women's rights is of particular interest to all parties. In addition to not discriminating on the basis of sex, pregnancy, marital status, or sexual orientation (as detailed above in section IV. D. 8), the following specific guidelines must be followed: 1. Women workers will receive equal remuneration, including benefits; equal treatment; equal evaluation of the quality of their work; and equal opportunity to fill all positions open to male workers. 2. Pregnancy tests will not be a condition of employment, nor will they be demanded of employees. 3. Workers who take maternity leave will not face dismissal nor threat of dismissal, loss of seniority or deduction of wages, and will be able to return to their former employment at the same rate of pay and benefits. 4. Workers will not be forced or pressured to use contraception. 5. Workers will not be exposed to hazards, including glues and solvents that may endanger their safety including their reproductive health. 6. Licensees shall provide appropriate services and accommodation to women workers in connection with pregnancy. x. Harassment or Abuse: Every employee shall be treated with dignity and respect. No employee shall be subject to any physical, sexual, psychological, or verbal harassment or abuse. Licensees will not use or tolerate any form of corporal punishment. xi. Freedom of Association and Collective Bargaining: Licensees shall grant to their employees all protections of the right to freedom of association and collective bargaining accorded to private-sector employees under Section 40.1 of the Code of Virginia. No employee shall be subject to harassment, intimidation or retaliation in their efforts to freely associate or bargain collectively. Licensees shall not cooperate with governmental agencies and other organizations that use the power of the State to prevent workers from organizing a union to promote their interests (pursuant to Code of Virginia ). LABOR STANDARDS ENVIRONMENT In countries where law or practice conflicts with these labor standards, Licensees agree to consult with governmental, human rights, labor and business organizations and to take effective actions as evaluated by the College to achieve full compliance with each of these standards. Licensees further agree to refrain from any actions that would diminish the protections of these labor standards. In addition to all other rights under the Licensing Agreement, the College reserves the right to refuse renewal of Licensing Agreements for goods made in countries where: (a) progress toward implementation of the employment standards in the Code is no longer being made; and (b) compliance with the employment standards in the Code is deemed impossible. The University shall make such determinations based upon examination of reports from governmental, human rights, labor and business organizations and after consultation with the relevant Licensees.

14 EXHIBIT IV PROCEDURE FOR HANDLING BREACHES OF THE LICENSING CODE OF CONDUCT The College is an affiliate member of the Worker Rights Consortium (WRC) which is a non-profit organization created by college and university administration, students and labor rights experts. The WRC may assist in the enforcement of the Licensing Code of Conduct adopted by the College. The College may seek advice from the WRC regarding possible corrective measures and/ or the adequacy of the Licensee s response to allegations of violations. It is the principle of the College to work together with its Licensees toward a mutually acceptable resolution of any alleged violations of the Code of Conduct. The College discourages Licensees from terminating relationships with manufacturers and contractors without due efforts to remedy the original cause of the violation. Adequate remediation may include requiring the Licensee to take all steps necessary to correct such violations including, but not limited to, paying all applicable back wages found due to workers who manufactured the Licensed Articles and reinstatement of any worker found to have been unlawfully dismissed. The College reserves the right to require that the Licensee terminate its relationship with any contractor, subcontractor, or manufacturer that continues to conduct its business in violation of the Code. If agreement on corrective action is not reached, and/or the action does not result in correction of the violation within a specified reasonable time period, the College reserves the right to terminate its relationship with any Licensee that continues to conduct its business in violation of the Code. Allegations shall be brought before the Licensing Code of Conduct Committee, which is a representative group of College faculty, staff and students. The College s procedure for addressing alleged violations of the Licensing Code of Conduct follows: 1. The College will notify the Licensee in writing of allegations of Licensee s violations of the Licensing Code of Conduct, 2. The Licensee shall respond to the allegations in writing within 30 calendar days of such notice. 3. If the Licensee timely responds, the College will consider whether the response adequately demonstrates either that no substantive violation of the Licensing Code of Conduct has occurred, or that any such violation has been or will be adequately remediated. If the College is satisfied with the Licensee s response, it shall so notify the Licensee that the College considers the matter adequately addressed. In the alternative, the College may monitor any ongoing efforts to address alleged violations prior to making a determination that the matter has or has not been adequately addressed. 4. If after review of the Licensee s response, the College determines that the allegations of violation are well founded and any Licensee response does not adequately address the allegations, the College will so notify the Licensee in writing that the College intends to terminate the License Agreement in 30 days. 5. The Licensee may provide the College such new information as may demonstrate that it has not violated the Licensing Code of Conduct, or that any violations have been or are being addressed. Any such communication shall not halt the timetable for termination, unless the College otherwise agrees in writing. Absent such agreement, the License shall terminate as stated.

15 SCHEDULE A LICENSEE LICENSEE ADDRESS LICENSEE CONTACT LICENSEE TELEPHONE AND FAX LICENSEE ADDRESS WEBSITE 1. Licensed Marks: The Licensed Marks, listed on Schedule B, samples of which are attached, form part of this Agreement. 2. Licensed Products: The Licensed Products listed on Schedule B, samples of which are attached, form part of this Agreement. 3. Term: This Agreement shall be in place for two years. The Effective Date of this Agreement shall be,20, through, Royalty Rate: The Licensee shall pay a Royalty at the following royalty rate: 8% on the "Net Sales Price" as defined in paragraph Registration Fee: The Registration Fee which is due upon execution of this Agreement shall be $ Product Liability Insurance (Required): Name and address of Insurance Carrier: AMOUNTS CARRIED Bodily Injury: $1 million each occurrence $3 million aggregate Property Damage: $250,000 each occurrence $1 million aggregate By their execution below, the Parties acknowledge that they have read and understood the terms of License Agreement. LICENSEE: By: (Please print Signature: COLLEGE OF WILLIAM AND MARY By: Signature: Title: Title: Licensing Administrator Date: Date:

16 SCHEDULE B I. LICENSED TERRITORY The following countries shall constitute the Licensed Territory - USA. II. LICENSED MARKS AND NAMES These design marks must be reproduced as shown On camera-ready logo sheets provided by The College of William and Mary. LICENSED PRODUCTS All articles to be licensed must be listed: Samples Approved As Submitted When Signed Licensing Administrator All licensed materials must abide by the guidelines set forth in the William & Mary Style Guide located at styleguide.wm.edu

17 SCHEDULE C COLLEGE OF WILLIAM AND MARY QUARTERLY ROYALTY REPORT (Report must be filed even if no royalties are due) LICENSEE: (company name/address) (For quarter ending) Royalty checks payable to: College of William and Mary MAIL TO: Eden Harris College of William and Mary Office of Auxiliary Services P. O. Box 8795 Williamsburg, VA (757) (PHONE) (757) (FAX) Physical Address: 402 JAMESTOWN ROAD (Date of shipment may be used in lieu of invoice date when appropriate) INVOICE # INVOICE GROSS SALES FOR DATE PRODUCT DESCRIPTION LICENSED PRODUCTS TOTAL GROSS SALES OF LICENSED PRODUCTS $ LESS RETURNS/TRANSPORTATION CHARGES ON RETURNS $ TOTAL NET GROSS SALES OF LICENSED PRODUCTS SUBJECT TO ROYALTY ROYALTY PERCENTAGE: x 8.0% SUBTOTAL: $ ROYALTIES DUE FOR THIS QUARTER (PAYMENT ENCLOSED) COMPLETE AND RETURN WITHIN THIRTY (30) DAYS AFTER EACH CALENDAR QUARTER LATE PAYMENT WILL BE ASSESSED 1 ½ PER CENT INTEREST PER MONTH Prepared by: Title: Phone #: Date Submitted: