the term of this Agreement (the Initial Term ) shall commence on the date hereof and shall be for a period of one (1) year. Thereafter, the Initial Term shall automatically extend unless either party otherwise notifies the other in writing giving at least sixty (60) days prior notice. 3. Goodwill. Licensee recognizes the great value of the goodwill associated with the Mark and acknowledges that all rights therein and the goodwill appurtenant thereto belong exclusively to Licensor. 4. Unauthorized Use. Licensee shall promptly notify Licensor in writing of any unauthorized use of the Mark and Licensee shall promptly take all necessary action to stop such unauthorized use of the Mark. Licensor shall have the authority to direct Licensee to take certain action in the event of unauthorized use of the Mark. 5. Quality Control. Licensee acknowledges and agrees that its use of the Mark shall be of a consistent and high standard of quality, commensurate with the prestige of the Mark, in accordance with the guidelines set forth in Schedule II attached hereto (the Guidelines ). Licensee shall not use the Mark in any manner inconsistent with the Guidelines, or in any scandalous, defamatory or offensive manner likely to bring the Mark or Licensor into disrepute, diminish Licensor s goodwill or otherwise be prejudicial to Licensor. Without limiting the foregoing, Licensee specifically agrees that Licensee shall not use the Mark in connection with promotions or advertising which depict or are in any manner associated with illicit drugs, drug paraphernalia or pornography. 6. License Fee. 6.1 In consideration of the License, and at the sole discretion of Licensor, Licensee shall pay to Licensor an annual fee of up to Two Hundred Dollars ($200) ( License Fee ). The License Fee shall be paid to Licensor contemporaneously with the execution of this Agreement. Failure by Licensee to pay any License Fee as set forth herein shall enable Licensor, in its sole discretion, to terminate the License. 6.2 If Licensee is a member in good standing of the Caribbean Hotel Association or the Caribbean Tourism Organization, the License fee described in 6.1 above is included in the current membership fees or membership dues paid to the Caribbean Hotel Association and the Caribbean Tourism Organization. 7. Preservation of Trademarks. In order to preserve the Mark, Licensee shall be required to include such notices and other markings necessary to comply with applicable laws and/or to give appropriate notice of any and all trademark rights in the Mark, which requirements are set forth in the Guidelines. Licensee further agrees to cooperate fully and in good faith with Licensor for the purpose of securing and preserving Licensor s rights in and to the Mark, including but not limited to the prosecution and defense of the Mark and the filing and prosecution of any trademark or other application. FKKS: 296809.v9 2
8. Representations and Warranties of Licensor. Licensor represents and warrants to Licensee that, to the best of its knowledge, that (i) it is the sole owners of all rights in and to the Mark throughout Territory, and (ii) neither this Agreement nor any of the rights licensed herein violate the rights or interests of any other party. 9. Representations and Warranties of Licensee. Licensee represents and warrants to Licensor that it (i) has the right, power and authority to enter into this Agreement and to perform its obligations hereunder, (ii) is, and during the Term shall remain, a member in good standing of either the Caribbean Hotel Association or the Caribbean Tourism Organization, and (iii) neither this Agreement nor any of the rights licensed herein violate the rights or interests of any other party. 10. Indemnity. Licensee agrees to indemnify and hold harmless Licensor from and against any and all damages, liabilities, and losses (including but not limited to reasonable attorneys fees or costs) arising out of a breach or alleged breach of Licensee s representations, warranties or covenants contained herein. 11. Termination; Effect of Termination. 11.1 If Licensee shall violate any of its material obligations under the terms of this Agreement, Licensor shall have the right to terminate this Agreement upon (10) days prior written notice. Such notice of termination shall become effective unless Licensee shall remedy the violation within such ten (10) day period and satisfy Licensor that such violation has been remedied. 11.2 Upon any expiration or termination of this Agreement, all of the rights of Licensee under the License shall immediately terminate and automatically revert to Licensor, and Licensee shall refrain from further use of and/or reference to the Mark, direct or indirect, or any marks confusingly similar thereto. 12. Assignability. This Agreement may not be assigned by Licensee without the prior written consent of Licensor. 13. Miscellaneous. 13.1 Severability. If any provision or provisions of this Agreement shall be determined by a court of competent jurisdiction to be illegal or unenforceable, the remaining provisions hereof shall be deemed severable and enforceable in accordance with their terms. 13.2 Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed wholly within such State (other than the conflict of laws principles of such State to the extent the application of the laws of another jurisdiction would be required thereby). The parties agree that any dispute arising hereunder shall be settled by FKKS: 296809.v9 3
arbitration in New York, New York by a single arbitrator pursuant to the rules of the American Arbitration Association then in effect. Any award or determination by the arbitrator shall be binding upon the parties and may be entered as a judgment in the appropriate court having jurisdiction (either state or federal) over the parties in the State of New York. 13.3 Binding Effect. This Agreement shall be binding upon and inure solely to the benefit of the parties and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person other than the parties hereto and their respective successors and assigns any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. 13.4 Amendment; Waiver. Except as otherwise provided herein, neither this Agreement nor any provision hereof may be modified, changed, waived, discharged or terminated except by an instrument in writing signed by both parties hereto. The failure of either party hereto to enforce, or the delay by either party in enforcing, any of its rights under this Agreement shall not be deemed a continuing waiver or a modification thereof and either party may, within the time provided by applicable law, commence appropriate legal proceedings to enforce any or all of such rights. No person or entity other than Licensee and Licensor shall be deemed to have acquired any rights by reason of anything contained in this Agreement. 13.5 Headings. The headings in the sections of this Agreement are inserted for convenience of reference only and shall not be deemed a part of this Agreement. 13.6 Entire Agreement. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any prior oral or written understandings between the parties relating to the subject matter hereof. 13.7 Notices. All notices, requests, consents and other communications required or permitted to be given hereunder shall be in writing and delivered personally or sent by certified or registered mail, postage prepaid, to the addresses set forth above. 13.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be an original, but all such counterparts together shall constitute one and the same instrument. FKKS: 296809.v9 4
IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first set forth above. LICENSOR: Caribbean Tourism Development Company Limited By: Name: Title: LICENSEE: By: Name: Title: FKKS: 296809.v9 5
Schedule I Mark Doc#: NY5: 788721.1