AGREEMENT PREAMBLE. 1. Grant

Transcription

1 AGREEMENT This Agreement by and between CENTRAL CONNECTICUT STATE UNIVERSITY, located in New Britain, Connecticut, U.S.A. (hereinafter called the "Owner"), and <VENDOR NAME> a corporation located at <ADDRESS>., is effective upon execution by both parties. Owner and VENDOR are collectively the "Parties." PREAMBLE The Parties understand and agree that the Owner is the sole and exclusive owner of all rights in and to the properties described and/or illustrated in paragraph 24 of this Agreement (hereinafter called "Properties") including, but not limited to, the Trademark(s) listed in paragraph 25 of this agreement, and Copyrights listed in paragraph 26 of this agreement (collectively "Trademarks"); and The Owner has no binding contractual obligation with any other agent or person having the duty or authority to negotiate on behalf of the Owner for the sale and/or license of the Properties and/or the Trademarks; and VENDOR is willing to commercialize the Properties and/or Trademarks through third-party licensees who will use the Properties and/or Trademarks on or in association with sundry products, clothing, promotions, sponsorships and advertising. THEREFORE, in consideration of mutual promises set forth in this Agreement and intent to be legally bound, the Parties promise and agree as follows: 1. Grant 2. Term (a) For the Term of this Agreement and during any extensions or renewals thereof, the Owner grants to VENDOR the exclusive right to represent the Owner in the United States (hereinafter called "Territory") in the implementation of a plan using third-party licensees (hereinafter called "Licensees") to commercialize, license and/or sell various products in the Territory which bear or otherwise incorporate the Properties and/or the Trademarks (hereinafter called "Licensed Products"). (b) During the Term of this Agreement and during any extensions or renewals thereof, the Owner agrees not to retain the services of any other person, persons or firm to represent it in the Territory in the implementation of such a plan to commercialize Owner's name and trademarks and to license and/or sell Licensed Products through third-party Licensees. (a) This Agreement shall become effective July 1, 2016 and shall expire June 30, 2021, unless sooner terminated in accordance with the provisions hereof. This Agreement shall automatically be extended for an additional five (5) year period, on the same terms and conditions, unless either Owner or VENDOR gives written notice at least ninety (90) days prior to June 30, 2021, of its intent to terminate this Agreement as of the end of June 30, (b) In the event of termination, lapse, and/or expiration of this Agreement by the Owner, the Owner's obligations to VENDOR, relative to agreements with Licensees negotiated and/or 1

2 concluded by VENDOR during the Term(s) of this Agreement, shall survive termination of this Agreement pursuant to Paragraph 4(c) of this Agreement and subject to the following provisions: (1) Upon termination of the Agreement with VENDOR, VENDOR shall promptly turn over to the Owner all records relative to each Licensee and shall immediately close out any accounts on behalf of the Owner; (2) Pursuant to paragraph 4(c), after ninety (90) days following the termination, lapse, and/or expiration of this Agreement, all future royalty payments made by Licensees shall be made directly to the Owner or to its duly appointed representative. 3. VENDOR s and Owner's Duties and Obligations 3.1 VENDOR s Duties and Obligations (a) The Parties understand and agree that VENDOR may render other and similar services on behalf of other clients and nothing contained in this Agreement shall preclude VENDOR from rendering such services. (b) VENDOR agrees to and shall: (1) Seek out the best potential third-party Licensees for the Properties and/or the Trademarks in terms of financing, manufacturing, promoting and marketing a quality item in the product areas for which a license will be granted to them. (2) On behalf of the Owner, VENDOR will obtain the business terms and conditions for license agreement with third-party Licensees using a form license agreement and charging fees and royalties that must be approved by the Owner in order to be effective and binding. (3) Monitor and oversee the licensing program with the third-party Licensees to insure that the Licensee's royalties, minimums, and sales reports are promptly submitted. (4) Require third-party Licensees to meet VENDOR s quality control standard that are equal to or better than industry standards and have been approved by the Owner. (5) Record all minimums and royalties due under the agreements negotiated with third-party Licensees between the Owner and the Licensee during the Term of this Agreement or its renewals. All payments from third-party Licensees are to be transmitted to VENDOR by check or money order payable to VENDOR and are to be deposited by VENDOR in a separate royalty account to which VENDOR, during the Term of this Agreement, shall have access. Within thirty (30) days after the end of each calendar quarter, VENDOR is authorized to deduct its percentage compensation and remit the balance due to Owner along with an itemized accounting of all receipts and deductions. (6) Upon termination of this Agreement, VENDOR shall discontinue all use of Properties and/or the Trademarks and shall return to the Owner all facsimiles of any products manufactured or distributed under such Properties or Trademarks. (7) Assist Owner in the development of licensing royalty rates, graphics and product approval. 2

3 (8) Send letters to identified manufacturers, notifying said manufacturers of Owner's licensing requirements and providing an application that has been approved by Owner. (9) Collect and review all completed applications for licenses. (10) Process all licenses on behalf of the Owner.. Processing of licenses shall include obtaining insurance certificates and product samples from each licensee. (11) Process all renewals and terminations of license agreements. (12) Quarterly royalty reports shall be submitted to VENDOR by each licensee. VENDOR shall review each quarterly report for completeness of information and correct royalty calculations. If the quarterly reports are in error or otherwise appear inaccurate, VENDOR shall contact the licensee and attempt to resolve the problem. VENDOR shall submit to Owner a timely accounting of all royalties submitted by licensees on a quarterly basis. (13) Routinely conduct retail outlet compliance reviews on behalf of VENDOR clients and the Owner shall be represented at all such reviews. (14) Identify to Owner all known cases of infringement where VENDOR is unable to resolve the infringement issues with the manufacturer directly. VENDOR shall consult with the Owner to determine the appropriate course of action when VENDOR is unable to resolve infringement issues with the manufacturer. In the event that a cease and desist notification becomes necessary, such notices will be signed and sent by the legal counsel for the Owner. Costs incurred as a result of legal actions and/or seizures shall be the responsibility of the Owner. (15) Review and approve routine products such as apparel, home products, domestics, health and beauty, outdoor garden, kitchenware, back packs, office items, toys and games, etc. VENDOR shall send non-routine and unusual products to the Owner for approval. None routine products are defined as Pocketknives, Tobacco Products, Lighters, Computer, Screensavers/Software, Nail Scissors, Barware-Collectors shot Glasses, Golf Clubs, Temporary Tattoos, Phone/Debit/Credit Cards, Consumable Items, Undergarments, Graduation Products, Class Rings, Fan Items-Noise Makers, Candles, Student/Business Cards. (16) Upon the Owner's request, VENDOR shall assist in the development of art standards to be provided to licensees. These art standards shall include Pantone Matching System (hereinafter, PMS ) quality art, PMS color designations, color separations, and trademark, registration mark and copyright mark notices and legends. The out-of-pocket costs incurred in the development of art standards shall be the responsibility of the Owner, provided that the Owner has given prior written approval. (17) Upon the Owner's request, VENDOR shall assist the Owner in the development of public relations programs and special promotions. The out-of-pocket costs incurred in the development of such programs, and approved in writing in advance by the Owner, shall be the responsibility of the Owner. 3

4 (18) VENDOR shall act as a general consultant to the Owner's licensing program and shall assist in any other licensing related matters which may arise. 3.2 Owner s Duties and Obligations Owner shall: (1) Inform VENDOR of all known manufacturers producing merchandise bearing the Owner's marks. (2) Issue final approval of all artwork and all non-routine products. (3) Periodically shop the local market to identify retailers, manufacturers and products bearing the Owner's marks. (4) Initiate legal actions as necessary to protect the Owner's marks and shall retain the right to decide whether a University property shall or shall not be trademarked or copyrighted. (5) Designate a primary and secondary licensing contact person at the Owner's location to serve as a liaison with VENDOR. 4. VENDOR's Compensation (6) Designate a University contact to coordinate with VENDOR's attorney. (7) Provide digital artwork and design guidelines for distribution to licensees. (a) During the Term of this Agreement, Owner agrees to and shall pay VENDOR a fee based on a percentage of Gross Revenues resulting from the sale of Licensed Products in the Territory, whether generated as a result of the efforts of VENDOR or otherwise, in accordance with the following schedule: (b) "Gross Revenues" shall include all royalty income resulting from the sale of Licensed Product during the Term of the Agreement (prior to deduction of VENDOR's commission), which is paid from all Licensees within the Territory pursuant to any contract or agreement for the sale, lease, license or other disposition of the Trademarks, regardless of whether such Licensees were obtained by VENDOR, the Owner or a third party. It is understood and agreed that collection of such Gross Revenues is completed during the calendar quarter following the sales of Licensed Product and that VENDOR's fee will be based on a percentage of sales during the Term of this Agreement. (c) After termination, expiration, and/or lapse of this Agreement, in accordance with the terms herein, VENDOR shall receive the royalties earned up to the end of the last calendar 4

5 quarter that this Agreement is in effect. Royalties earned after the end of the last calendar quarter this Agreement is in effect belong to the Owner and shall be forwarded to Owner or Owner s designated Agent. This subparagraph shall not be construed, however, to limit the commissions payable to VENDOR in the event that this Agreement is not terminated in accordance with the terms of this Agreement. (d) Any additional work that the Owner wishes to have VENDOR perform such as new logo development or trademark registration shall be put in writing in the form of written amendment to this agreement and signed by both parties. 5. Exemptions University purchases of products bearing the Marks of the Owner which are not for resale are exempt from royalties. No other sales of licensed products shall be exempt from royalties unless exempted by written amendment to this Agreement. 6. Warranties and Third Party Claims (a) The Owner warrants and represents that it is the owner of all rights in and to the Properties and/or the Trademarks, that it has the right and power to license and/or sell such Properties and/or Trademarks, and that it has not granted anyone else the right or authority to act for it during the Term hereof in the capacity in which it has employed VENDOR. (b) VENDOR agrees to defend, indemnify and hold the Owner and any of its related entities harmless from and against any and all claims, liabilities, judgments, penalties and taxes, civil and criminal, and all costs and expenses (including, without limitation, reasonable attorneys' fees) incurred in connection therewith, which any of them may incur or to which any of them may be subjected arising out of any action by VENDOR other than as authorized by this Agreement. 7. Statements and Payments (a) VENDOR shall provide the Owner with quarterly statements of the Owner's account, including any expenses (as defined in Paragraph 4 and Paragraph 3.1 (b)(16)of this agreement). (b) VENDOR agrees to keep accurate books of account and records at its principal place of business covering all transactions relating to the licenses being granted herein. The Owner and its duly authorized representatives shall have the right, upon reasonable notice, to examine VENDOR's books of account and records and all other documents and material in possession or under the control of VENDOR with respect to the subject matter and the terms of this Agreement and to make copies and extracts thereof. (c) The receipt or acceptance by the Owner of any of the statements furnished or payments paid hereunder to the Owner (or the cashing of any Royalty checks paid hereunder) shall not preclude the Owner from questioning the correctness thereof at any time and, in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payment shall be made by VENDOR. 5

6 (d) All books of account and records of VENDOR, relating to this Agreement or any third party Licensees, shall be retained for inspection by the Owner for three (3) years after the year which the books of account or records pertain to. 8. Assignment (a) Nothing contained in this Agreement shall be construed as an assignment or grant to VENDOR of any right, title or interest in and to the Properties and/or the Trademarks; all rights relating thereto are expressly reserved by the Owner except for the rights being licensed under this Agreement. (b) This Agreement is personal to VENDOR and its rights and/or obligations shall not be assigned by any act of VENDOR or by operation of law. Any attempt on the part of VENDOR to license or assign to third parties its rights or obligations under this Agreement shall constitute a material breach of this Agreement. 9. Default If VENDOR violates any of its obligations under this Agreement, including its payment obligations, the Owner shall have the right to terminate this Agreement by giving written notice of termination to VENDOR and termination shall be effective thirty (30) days after notice is mailed to VENDOR unless VENDOR, in the interim, remedies the violation and reasonably satisfies the Owner that such violation has been remedied. 10. Effect of Termination After the expiration or termination of this Agreement, all rights granted to VENDOR shall forthwith revert to the Owner who shall be free to contract with others to commercialize the Properties and/or Trademarks; VENDOR shall refrain from further efforts to commercialize the Properties and/or the Trademarks, or any further reference to them, direct or indirect. 11. Final Statement Upon Termination or Expiration Within thirty (30) days after termination or expiration of this Agreement, VENDOR shall deliver to the Owner a statement indicating the number and description of all license agreements with Licensees which it has entered into on behalf of the Owner and a copy of each and every such agreement. 12. Notices All notices or other communications required or desired to be sent to either party shall be in writing and sent by Registered or Certified Mail, postage prepaid, return receipt requested, facsimile or by overnight express delivery, charges prepaid. The address for VENDOR shall be: 6

7 The address for the Owner shall be: CENTRAL CONNECTICUT STATE UNIVERSITY 1615 Stanley Street New Britain, CT (860) Either party may change such address by notice in writing to the other party. 13. Relationship of the Parties This Agreement does not create a legal partnership or joint venture between the Parties, and VENDOR shall have no power or obligation to bind the Owner in any manner other than duties and promises contained herein. 14. Applicable Law This Agreement shall be governed by the laws of the State of Connecticut without regard to its principles of conflicts of laws. The Client shall at all times comply and observe all federal and state laws, local laws, ordinances and regulations which are in effect during the period of this Agreement and which in any manner affect the work or its conduct. 15. Waiver No waiver by either Party of a breach or a default hereunder shall be deemed a waiver by such party of a subsequent breach or default of a like or similar nature. 16. Survival of the Rights Notwithstanding anything to the contrary contained herein, such obligations which remain executory after expiration of the Term of this Agreement shall remain in full force and effect until discharged by performance and such rights as pertain thereto shall remain in force until their expiration. 17. 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, including orders from any governing body (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. 7

8 18. Entire Agreement This written contract shall constitute the entire agreement between the parties and no other terms and conditions in any document, acceptance or acknowledgment shall be effective or binding unless expressly agreed to in writing by CCSU. This agreement may not be changed other than by a formal written contract amendment signed by the parties hereto. 19. NONDISCRIMINATION (a) For the purposes of this section, minority business enterprise means any small contractor or supplier of materials fifty-one per cent or more of the capital stock, if any, or assets of which is owned by a person or persons. (1) who are active in the daily affairs of the enterprise; (2) who have the power to direct the management and policies of the enterprise; and (3) who are members of a minority, as such term is defined in subsection (a) of Conn. Gen. Stat. 32-9n; and good faith means that degree of diligence which a reasonable person would exercise in the performance of legal duties and obligations. Good faith efforts shall include, but not be limited to, those reasonable initial efforts necessary to comply with statutory or regulatory requirements and additional or substituted efforts when it is determined that such initial efforts will not be sufficient to comply with such requirements. For purposes of this Section, Commission means the Commission on Human Rights and Opportunities. For purposes of this section, public works contract means any agreement between any individual, firm or corporation and the state or any political subdivision of the state other than a municipality for construction, rehabilitation, conversion, extension, demolition or repair of a public building, highway or other changes or improvements in real property, or which is financed in whole or in part by the state, including but not limited to, matching expenditures, grants, loans, insurance or guarantees. (b) (1) The Client agrees and warrants that in the performance of the Agreement it will not discriminate or permit discrimination against any person or groups of persons on the grounds of race, color, religious creed, age, marital status, national origin, ancestry, sex, mental retardation or physical disability, including, but not limited to blindness, unless it is shown by the Client that such disability prevents performance of the work involved, in any manner prohibited by the laws of the United States or of the State of Connecticut. The Client further agrees to take affirmative action to insure that applicants with job related qualifications are employed and that employees are treated when employed without regard to their race, color, religious creed, age, marital status, national origin, ancestry, sex, mental retardation, or physical disability, including, but not limited to blindness, unless it is shown by the Client that such disability prevents performance of the work involved; (2) The Client agrees, in all solicitations or advertisements for employees placed by or on behalf of the Client, to state that is an affirmative action - equal opportunity employer in accordance with regulations adopted by the Commission; (3) The Client agrees to provide each labor union or representative of workers with which the Client has a collective bargaining agreement or other contract or understanding and each vendor with which the Client has a contract or understanding, a notice to be provided by the Commission, advising the labor union or worker s representative of the Client s commitments under this section and to post copies of the notice in conspicuous places available to employees and applicants for employment; (4) The Client agrees to comply with each provision of this section and Conn. Gen. State 46a-68e and 8

9 46a-68f and with each regulation or relevant order issued by said Commission pursuant to Conn. Gen. Stat. 46a-56, 46a-68e and 46a-68f; (5) The Client agrees to provide the Commission on Human Rights and Opportunities with such information requested by the Commission, and permit access to pertinent books, records and accounts, concerning the employment practices and procedures of the Client as relate to the provisions of this section and section 46a-56. If the Agreement is a public works contract, the Client agrees and warrants that it will make good faith efforts to employ minority business enterprises as subcontractors and suppliers of materials on such public works projects. (c) Determination of the Client s good faith efforts shall include, but shall not be limited to, the following factors: The Client s employment and subcontracting policies, patterns and practices; affirmative advertising, recruitment and training; technical assistance activities and such other reasonable activities or efforts as the Commission may prescribe that are designed to ensure the participation of minority business enterprises in public works projects. (d) The Client shall develop and maintain adequate documentation, in a manner prescribed by the Commission, of its good faith efforts. (e) The Client shall include the provisions of subsection (b) of this Section in every subcontract or purchase order entered into in order to fulfill any obligation of a contract with the State and such provisions shall be binding on a subcontractor, vendor or manufacturer unless exempted by regulations or orders of the Commission. The Client shall take such action with respect to any such subcontractor or purchase order as the Commission may direct as a means of enforcing such provisions including sanctions for noncompliance in accordance with Conn. Gen. Stat. 46a-56; provided, if the Client becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the Commission, the Client may request the State of Connecticut to enter into any such litigation or negotiation prior thereto to protect the interests of the State and the State may so enter. (f) The Client agrees to comply with the regulations referred to in this section as they exist on the day of this Agreement and as they may be adopted or amended from time to time during the term of this Agreement and any amendments thereto. (g) The Client agrees to the following provisions: the Client agrees and warrants that in the performance of this Agreement it will not discriminate or permit discrimination against any person or group of persons on the grounds of sexual orientation, in any manner prohibited by the laws of the United States or of the State of Connecticut, and that employees are treated when employed without regard to their sexual orientation, the Client agrees to provide each labor union or representative of workers with which the Client has a collective bargaining agreement or other contract or understanding and each vendor with which the Client has a contract or understanding, a notice to be provided by the Commission on Human Rights and Opportunities advising the labor union or workers representative of the Client s commitments under this section, and to post copies of the notice in conspicuous places available to employees and applicants for employment; the Client agrees to comply with each provision of this section and with each regulation or relevant order issued by said Commission pursuant to Section 46a-56 of the general statutes; the Client agrees to provide the Commission on Human Rights and Opportunities with such information requested by the Commission, and permit access to pertinent books, records and accounts, concerning the employment practices and procedures of the contractor which relate to the provisions of this section and section 46a-56 of the general statutes. 9

10 (h) The Client shall include the provisions of the foregoing paragraph in every subcontract or purchase order entered into in order to fulfill any obligation of a contract with the state and such provisions shall be binding on a subcontractor, vendor or manufacturer unless exempted by regulations or orders of the Commission. The Client shall take such action with respect to any such subcontract or purchase order as the Commission may direct as a means of enforcing such provision including sanctions for noncompliance in accordance with section 46a-56 of the general statutes; provided, if the Client becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the Commission, the Client may request the state of Connecticut to enter into any such litigation or negotiation prior thereto to protect the interests of the state and the state may so enter. 20. EXECUTIVE ORDERS a. This Agreement is subject to the provisions of Executive Order No. Three of Governor Thomas J. Meskill promulgated June 16, 1971, and, as such, this Agreement may be cancelled, terminated or suspended by the state labor commissioner for violation of or noncompliance with said Executive Order No. Three, or any state or federal law concerning nondiscrimination, notwithstanding that the state labor commissioner is not a party to this contract. The parties to this Agreement, as part of the consideration hereof, agree that said Executive Order No. Three is incorporated herein by reference and made a part hereof. The parties agree to abide by said Executive Order and agree that the state labor commissioner shall have continuing jurisdiction in respect to contract performance in regard to nondiscrimination, until the contract is completed or terminated prior to completion. The Client agrees, as part consideration hereof, that this Agreement is subject to the Guidelines and Rules issued by the state labor commissioner to implement Executive Order No. Three, and that it will not discriminate in its employment practices or policies, will file all reports as required, and will fully cooperate with the State of Connecticut and the state labor commissioner. b. This Agreement is subject to the provisions of Executive Order No. Seventeen of Governor Thomas J. Meskill promulgated February 15, 1973, and, as such, this Agreement may be cancelled, terminated or suspended by the contracting agency or the State Labor Commissioner for violation of or noncompliance with said Executive Order No. Seventeen, notwithstanding that the Labor Commissioner may not be a party to this Agreement. The parties to this Agreement, as part of the consideration hereof, agree that Executive Order No. Seventeen is incorporated herein by reference and made a part hereof. The parties agree to abide by said Executive Order and agree that the contracting agency and the State Labor Commissioner shall have joint and several continuing jurisdiction in respect to contract performance in regard to listing all employment openings with the Connecticut State Employment Service. c. This Agreement is subject to the provisions of Executive Order No. Sixteen of Governor John G. Rowland promulgated August 4, 1999, and, as such, the Agreement may be canceled, terminated or suspended by the state for violation of or noncompliance with said Executive Order No. Sixteen. The parties to this Agreement, as part of the consideration hereof, agree that (1) The Client shall prohibit employees from bringing into the state work site, except as may be required as a condition of employment, any weapon or dangerous instrument as defined in subsection (b): (2) Weapon means any firearm, including a BB gun, whether loaded or unloaded, any knife (excluding a small pen or pocket knife), including a switchblade or other 10

11 knife having an automatic spring release device, a stiletto, any police baton or nightstick or any martial arts weapon or electronic defense weapon. Dangerous instrument means any instrument, article, or substance that, under the circumstances, is capable of causing death or serious physical injury. (3) The Client shall prohibit employees from attempting to use, or threaten to use, any such weapon or dangerous instrument in the state work site and employees shall be prohibited from causing, or threatening to cause, physical injury or death to any individual in the state work site. (4) The Client shall adopt the above prohibitions as work rules, violations of which shall subject the employee to disciplinary action up to and including discharge. The Client shall insure and require that all employees are aware of such work rules. (5) The Client agrees that any subcontract it enters into in furtherance of the work to be performed hereunder shall contain provisions (1) through (4) of this Section. c. This Contract is subject to Executive Order No. 7C of Governor M. Jodi Rell, promulgated on July 13, The Parties to this Contract, as part of the consideration hereof, agree that: a. The State Contracting Standards Board ( Board ) may review this contract and recommend to the state contracting agency termination of this contract for cause. The State contracting agency shall consider the recommendations and act as required or permitted in accordance with the contract and applicable law. The Board shall provide the results of its review, together with its recommendations, to the state contracting agency and any other affected party in accordance with the notice provisions in the contract not later than fifteen (15) days after the Board finalizes its recommendation. For the purposes of this Section, for cause means: (1) a violation of the State Ethics Code (Chapter 10 of the general statutes) or section 4a- 100 of the general statutes or (2) wanton or reckless disregard of any state contracting and procurement process by any person substantially involved in such contract or state contracting agency. b. For purposes of this Section, contract shall not include real property transactions involving less than a fee simple interest or financial assistance comprised of state or federal funds, the form of which may include but is not limited to grants, loans, loan guarantees, and participation interests in loans, equity investments and tax credit programs. Notwithstanding the foregoing, the Board shall not have any authority to recommend the termination of a contract for the sale or purchase of a fee simple interest in real property following transfer of title. c. Notwithstanding the contract value listed in sections and of the Connecticut General Statutes and section 8 of Executive Order Number 1, all State Contracts between state agencies and private entities with a value of $50,000 (fifty thousand dollars) or more in a calendar or fiscal year shall comply with the gift and campaign contribution certification requirements of section of the Connecticut General Statutes and section 8 of Executive Order Number 1. For purposes of this section, the term certification shall include the campaign contribution and annual gift affidavits required by section 8 of Executive Order Number 1. 11

12 21. INSURANCE The Client agrees that while performing services specified in this agreement that it shall carry sufficient insurance (liability and/or other) as applicable according to the nature of the service to be performed so as to save harmless the State of Connecticut from any insurable cause whatsoever. If requested, certificates of such insurance shall be filed with the contracting State agency prior to the performance of services. 22. STATE LIABILITY The State of Connecticut shall assume no liability for performance of services under the terms of this Agreement until the Client is notified that this Agreement has been accepted by CCSU and, if applicable, approved by the office of the Attorney General of the State of Connecticut. 23. CLAIMS AGAINST THE STATE The Client agrees that the sole and exclusive means for the presentation of any claim against the State of Connecticut arising from this Agreement shall be in accordance with Chapter 53 of the Connecticut General Statutes (Claims Against the State) and the Client further agrees not to initiate legal proceedings in any state or federal court in addition to, or in lieu of, said Chapter 53 proceedings. 24. Description of the Intellectual Property to be licensed under this Agreement: Trademarks of CENTRAL CONNECTICUT STATE UNIVERSITY as illustrated in paragraph 25 of this agreement. Copyrights of CENTRAL CONNECTICUT STATE UNIVERSITY as illustrated in paragraph 26 of this agreement. 25. Description of the Trademarks to be licensed under this Agreement: 26. Description of the Copyrights to be licensed under this Agreement: By their execution below, the Parties have agreed to all of the terms and conditions of this Agreement. CENTRAL CONNECTICUT STATE UNIVERSITY, By: Title: Date: By: Title: Date: 12

13 VENDOR By: Title: Date: Office of the Attorney General By: Title: Date: 13