Exhibit E - Sample Contract - License Agremeent.pdf

Trademark Licensing Agreement - Standard

Trademark Licensing Agreement

This is an Agreement by and between the State of Wyoming, the Wyoming Secretary of State’s Office, the University of Wyoming, Dept. 3414, 1000 E. University Ave., Laramie, Wyoming, 82071, and «Licensee_Name» (“Licensee"), having its place of business at: «Address», «City», «State» «Zip»

Licensee Contact: «Licensee_Contact» Telephone Number: «Telephone»

Whereas, the University of Wyoming and the State of Wyoming are the owners of the trademarks and designs identified in Exhibit A attached hereto;

Whereas, Licensee desires a license to use certain of the trademarks and designs in connection with the products listed in Exhibit B attached hereto;

Whereas, the University of Wyoming, through its Trademark Licensing Office, has been authorized by the Wyoming Secretary of State’s Office to administer the State of Wyoming’s trademark licensing program and to enter into this Agreement on its behalf for use of the State of Wyoming’s trademarks.

Now therefore, for and in consideration of the mutual covenants and undertakings hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, it is agreed as follows:

1. DEFINITIONS

(a) The term “Licensed Marks” when used alone shall mean the “State Licensed Marks” and “University Licensed Marks.”

(b) The term “State Licensed Marks” shall mean the trademarks and other marks and designs identified as State of Wyoming marks in Exhibit A.

(c) The term “University Licensed Marks” shall mean the trademarks and other marks and designs identified as University Marks in Exhibit A.

(d) The term “Authorized Products” shall mean the product(s) listed on Exhibit B.

(e) The term "Licensed Product" shall mean any Authorized Product bearing a Licensed Mark.

(f) The term "Net Sales Price" shall mean the total gross sales of all Licensed Products distributed or sold by Licensee less quantity discounts or returns actually credited, but no deduction shall be made for cash discounts, uncollectible accounts, commissions, fees, assessments or expenses of any kind. However, "Net Sales Price" shall not be construed to mean the retail price charged to the final consumer. When Licensee's "Net Sales Price" charged for the Licensed Products is the same as Licensee's retail price charged to the final consumer for the Licensed Products, "Net Sales Price" shall be considered to be 50% of the retail price.

(g) The term “TLO” shall mean the University of Wyoming’s Trademark Licensing Office.

(h) The term "Parties" shall mean the State of Wyoming, the Wyoming Secretary of State’s Office, the University of Wyoming and Licensee.

(i) The term “United States” shall mean the United States of America, including its territories and possessions.

(j) The term “Agreement” shall mean this agreement, including attached exhibits.

2. GRANT OF LICENSE

Subject to the terms of this Agreement and to the extent permitted by law, the State of Wyoming and the University of Wyoming hereby grant Licensee a limited revocable non-exclusive license to use the Licensed Marks on Authorized Products distributed, marketed and sold in the United States of America. Licensee may produce Authorized Products bearing a Licensed Mark outside of the United States of America provided that Licensee ensures that such Authorized Products are not distributed, marketed, sold, or otherwise made available outside of the United States of America.

(a) Licensee shall not assign or sublicense any of the rights granted under this Agreement without the prior written approval of the TLO.

(b) Licensee shall not contract with any domestic or foreign third party for the production of Licensed Products or the application of Licensed Marks by a third party without the prior written approval and authorization of the TLO. The TLO may require the execution of an authorized manufacturer agreement, in a form acceptable to the TLO, by such third party.

(c) Licensee shall not export Licensed Products outside the United States of America.

(d) Licensee shall not source materials or products (i.e. blank shirts, hats, glassware, etc.) to be used in the production of Licensed Products from sources or manufacturers known, or suspected, not to adhere to international labor standards or any applicable laws or regulations.

(e) Nothing herein shall give to the Licensee any right, title or interest in Licensed Marks, except the right to use Licensed Marks under the terms of this Agreement. Licensee acknowledges and agrees that: (i) the State Licensed Marks are the property of the State of Wyoming; (ii) the University Licensed Marks are the property of the University of Wyoming;

(iii) all uses of State Licensed Marks by Licensee shall inure to the benefit of the State of Wyoming; and (iv) all uses of University Licensed Marks by Licensee shall inure to the benefit of the University of Wyoming.

(f) Licensee shall not, without the prior written approval of the TLO, use any Licensed Mark on or in connection with any products or goods that are not (i) purchased directly by Licensee, or (ii) manufactured by or for Licensee. In particular, Licensee shall not, without such approval, use a Licensed Mark on or in connection with any products or goods brought to Licensee by third parties for the purpose of having a Licensed Mark applied or affixed to such products or goods.

(g) The National Collegiate Athletic Association (NCAA) and the University of Wyoming permit the use of the name or likeness of student athletes who have current or remaining collegiate athletic eligibility on or in connection with the sale or promotion of commercial products or services. However, this Agreement does not grant Licensee contract rights to engage in name, image and likeness activities or sell or promote any commercial product or service that utilizes the name, image or likeness of current or former student athletes.

3. LICENSED PRODUCTS PROCEDURES FOR APPROVAL

(a) Licensee understands and agrees that it is an essential condition of this Agreement to protect the standards and good reputation of the University of Wyoming and State of Wyoming and to preserve the integrity, character and dignity of the Licensed Marks. Licensee shall ensure that the Licensed Products are of acceptable and consistent quality, and the quality of the Licensed Products shall be subject to the prior written approval and continuing supervision and control of the TLO as provided in this Agreement.

(b) Prior to the distribution, marketing or sale of any Licensed Products, Licensee shall submit to the TLO samples of all Licensed Products, or representative substitutes therefore acceptable to the TLO, without cost to the TLO. Such submission to the TLO shall be far enough in advance of any planned distribution, marketing or sale to provide the TLO a reasonable period of time to review and either approve or disapprove such products prior to any distribution, marketing or sale. The TLO will notify the Licensee in writing if the Licensed Products are approved. Licensee shall not distribute, market or sell any Licensed Product unless and until approved in writing by the TLO. Licensee shall not use a Licensed Mark on any product that is not acceptable to the TLO in its sole discretion.

(c) Licensee shall not use the Licensed Marks for any purpose other than as specifically authorized in this Agreement.

(d) Licensee shall ensure that all Licensed Products it distributes, markets or sells will be the same or substantially identical in quality and appearance to the initial samples approved by the TLO. The TLO has the right to inspect the premises of Licensee and any supplier of Licensee during all reasonable hours of operation during the term of this Agreement to insure that standards of quality acceptable to the TLO are being maintained. From time to time, at the request of the TLO, Licensee shall submit to the TLO, without cost to the TLO, samples of the Licensed Products which Licensee is distributing, marketing or selling so that the TLO may determine compliance with the terms of this Agreement.

Licensee shall immediately discontinue and refrain from distributing, marketing or selling any Licensed Products that the TLO identifies as being of unacceptable quality. Licensee shall also use its best efforts to prevent the distribution, marketing or sale of any Licensed Products it may have provided to others that are of a quality equivalent to Licensed Products identified by the TLO as of unacceptable quality.

(e) Any and all samples, or acceptable substitutes, submitted to the TLO shall become the property of the TLO, and Licensee shall have no obligation under this Agreement to remit royalties on such samples.

(f) Licensed Products identified as of unacceptable quality or considered seconds, irregulars, or the like shall not be distributed, marketed or sold under any circumstances without the prior written approval of the TLO.

(g) Any unauthorized or unapproved use by Licensee of any Licensed Mark shall constitute grounds for immediate termination of this Agreement and also may result in action against Licensee for trademark infringement and/or other applicable claims, and collection of monetary damages. The foregoing is in addition to any other remedies that may be available.

4. ROYALTY AND ROYALTY ADVANCE

(a) Licensee, in the discretion of the TLO, as determined after reviewing the proposed business plan and sales history of the Licensee, may be required to pay $250.00, as a royalty advance at the outset of this Agreement. The royalty advance will be credited against royalty amounts due and payable during the term of this Agreement. Once the advance has been fully utilized as a credit, royalty payments will be paid in accordance with paragraph 4(b). The royalty advance is due at initial execution of this Agreement and at the time of renewal of this Agreement in accordance with paragraph 11(b). The royalty advance may be waived in future Agreement terms in the discretion of the TLO based on historic royalty performance and timely payments by the Licensee.

(b) As consideration for this license, Licensee shall pay to the TLO a royalty of «Royalty»% percent of the Net Sales Price of all Licensed Products sold. Licensed Products shall be deemed to have been sold when invoiced, or if not invoiced, then when they are paid for, or when title passes to buyer or new owner, whichever is first. This royalty is payable by Licensee even if it does not charge for the Licensed Products and shall be based on the usual Net Sales Price charged to other buyers in the same or similar locality, provided that if there is no comparable usual Net Sales Price, the TLO may establish a reasonable Net Sales Price for such Licensed Products for purposes of determining the royalty due.

(c) In the event Licensee distributes or sells Licensed Products to itself, including without limitation, to any affiliate, subsidiary of Licensee, firm or corporation related in any manner to Licensee or its officers or employees, Licensee shall pay royalties on such Licensed Products at a regular Net Sales Price.

(d) All royalties shall be paid quarterly within 30 business days following the end of the each calendar quarter. First quarter is January, February & March, second quarter is April, May & June, third quarter is July, August & September, and fourth quarter is October, November & December.

(e) All remittances to be made to the TLO shall be made payable to the University of Wyoming, in U.S. currency, and sent to: University of Wyoming, Trademark Licensing, Dept. 3414, 1000 E. University Ave., Laramie, WY 82071 or paid online through the University of Wyoming online payment portal.

(f) If the royalties described in this section are not paid within the specified time limits, such royalties shall bear interest at the rate of one and one-half percent (1.5%) per month on any balance unpaid.

5. ROYALTY EXEMPTIONS

(a) Licensed Products bearing University Licensed Marks sold, invoiced or otherwise provided directly to the University of Wyoming Athletic Department, for the sole purpose of its internal use and not intended for or used for resale purposes or promotional giveaways, shall be exempt from the collection and submission of royalties.

(b) Licensed Products bearing State Licensed Marks sold, invoiced or otherwise provided directly to any department of the State of Wyoming, for the purpose of its internal use and not intended for or used for resale purposes or promotional giveaways, shall be exempt from the collection and submission of royalties.

6. ACCOUNTS AND REPORTING

(a) Licensee shall, within 15 business days after the end of each calendar quarter, submit a sales report to the TLO through the Wyoming Licensing Portal certified to be accurate by a representative of Licensee reporting total sales of Licensed Products bearing Licensed Marks. If no sales or other use of the Licensed Products were made during the reporting period, Licensee shall submit a sales report through the Wyoming Licensing Portal. The report showing no sales must still be completed and furnished to the TLO within 15 business days after the end of the calendar quarter.

(b) Licensee shall keep account books and business records showing the manufacture, marketing, distribution and sale of Licensed Products. Such books and records, as well as any and all other business records, shall be maintained for a period of at least three (3) years after the payment of the corresponding royalty and shall be available for inspection by the TLO’s authorized representative(s) at Licensee’s place of business identified above during normal business hours for the purpose of audit, to verify compliance with the terms of this Agreement.

7. USE OF LICENSED MARKS

(a) Licensee shall not, unless otherwise specifically authorized, state or imply either directly or indirectly that Licensee or Licensee's activities, other than as provided by use of the Licensed Marks in accordance with this Agreement, are supported, endorsed, or sponsored by University of Wyoming or the State of Wyoming. Licensee shall not use the name of the University of Wyoming or the State of Wyoming except as may be specifically set forth in this Agreement or otherwise be required by applicable law.

(b) Licensee shall not use the Licensed Marks in any form that is not acceptable to and approved by the TLO. Licensee shall not parody, dilute or otherwise misuse the Licensed Marks, or bring them into disrepute. Any proposed additions or modifications to a Licensed Mark, and all proposed new or modified designs used in connection with or incorporating a Licensed Mark, shall be submitted to the TLO for prior approval, and Licensee shall not use such modified or new form of the Licensed Marks or designs unless and until approved in writing by the TLO.

(c) Licensee shall not in any manner represent that Licensee has any ownership in any Licensed Mark, and Licensee shall not oppose, seek to cancel, challenge or contest the ownership or validity of any Licensed Mark or any registration or application therefore, and shall not knowingly during the term of this Agreement or thereafter in any way do or cause to be done any act or thing contesting or in any way impairing any part of the University of Wyoming‘s or the State of Wyoming’s exclusive right, title and interest in their marks. This provision shall survive any expiration or termination of this Agreement.

(d) Licensee represents, warrants and agrees that Licensed Products shall be (i) of good quality in design, material and workmanship and suitable for their intended purpose, (ii) not cause harm when used with ordinary care, and (iii) not infringe or violate the rights of any third party.

8. DISPLAY OF BUSINESS NAME, TRADEMARK REGISTRATION AND OFFICIAL LABEL

(a) Licensee shall cause its name to appear on each Licensed Product or its individual container or packaging, in a clearly visible location and manner, such that one can easily identify Licensee as the source of the Licensed Product.

Licensee shall not use any other business name, trademark, service mark, trade name, logo, symbol or device in combination with any Licensed Marks without the prior written consent of the TLO.

(b) Licensee shall display the appropriate "TM" or "®" designation in connection with each Licensed Mark on each Licensed Product, as depicted in Exhibit A or as directed by the TLO.

(c) Unless otherwise directed by the TLO, Licensee shall, prior to distribution, marketing or sale of any Licensed Product, affix to each such Licensed Product, an “Officially Licensed Product” tag or label (“Official Label”), or an acceptable alternative tag or label, in the form prescribed by the TLO. Licensee shall obtain Official Labels solely from the TLO.

(d) Licensee is responsible for affixing the Official Label to each Licensed Product as required by this Agreement.

Licensee shall not provide Official Labels to any third party for any purpose whatsoever, without prior written approval by the TLO. Licensee’s use of the Official Label is contingent upon Licensee maintaining its rights under this Agreement.

Upon termination or expiration of this Agreement, Licensee shall return all unused Official Labels to the TLO.

9. INDEMNIFICATION

(a) Licensee shall indemnify, defend, and hold harmless the State of Wyoming, the Wyoming Secretary of State’s Office and the University of Wyoming, and their officers, agents, employees, successors, and assignees from (i) any and all claims, lawsuits, losses, and liabilities arising out of Licensee’s failure to perform any of Licensee’s duties and obligations hereunder or in connection with the negligent performance of Licensee’s duties or obligations, and (ii) any and all claims, lawsuits, losses, and liabilities or arising out of or relating to products or services of Licensee, including but not limited to product liability claims.

(b) With respect to any claims falling within the scope of the foregoing indemnification: (i) each party agrees promptly to notify in writing by mail, facsimile or email the other parties of and keep the other parties fully advised with respect to such claims and the progress of any suits in which the other party is not participating; (ii) each party shall have the right to participate, at its sole expense, in any suit instituted against it and to approve any attorneys selected by the indemnifying party to defend it, which approval shall not be unreasonably withheld or delayed; and (iii) a party assuming the defense of a claim or suit against another party shall not settle such claim or suit without the prior written approval of the other party, which approval shall not be unreasonably withheld or delayed.

10. INSURANCE

Commercial general liability insurance including property damage, bodily injury, contractual liability, errors and omissions, and products completed operations, with minimum occurrence limits of not less than $1,000,000 and minimum aggregate limits of $2,000,000.

Liquor liability insurance, which may be a standalone policy or contained within the commercial general policy, with minimum occurrence limits of not less than $1,000,000 and minimum aggregate limits of $2,000,000.

Comprehensive automobile liability insurance with a minimum combined single limit of $1,000,000 per occurrence for bodily injury and property damage. Such policy must cover owned, non-owned and hired vehicles, trailers, or semi-trailers designed for travel on public roads.

Workers’ compensation coverage as required by law and employer’s stop gap liability coverage.

Policies other than workers’ compensation and employer’s stop gap liability must name the University, its trustees, officers, and employees as additional insureds. Certificates will be delivered, prior to commencement of the contract, to the University of Wyoming, Director of Claims and Risk - Dept. 4305, 1000 E. University, Laramie, WY 82071-2000.

Workers' Compensation and Employer’s Liability Coverage: The insurer(s) shall agree to waive all rights of subrogation against the University of Wyoming for losses arising from work performed at the University.

All Coverages (i.e., general liability, errors and omissions, automobile liability, workers' compensation and employer’s liability) must include:

1. Cancellation. Each policy shall be endorsed to state the coverage shall not be canceled, suspended, voided, allowed to expire or be reduced in coverage or limits, by either party, except after thirty (30) days, prior written notice by certified mail, return receipt requested, has been given to the University of Wyoming.

2. Jurisdiction. The insurance shall be construed under the laws of the State of Wyoming. The exclusive forum for the resolution of disputes arising out of such insurance shall be a court of competent jurisdiction of the State of Wyoming.

3. Acceptability of Insurers. Insurance shall be placed with insurers licensed to do business in Wyoming and having an A.M. Best Company rating of no less than AVIII.

11. TERM OF AGREEMENT, ADMINISTRATIVE FEES AND METHODS OF TERMINATION

(a) This Agreement shall be effective as of the last date of signature below and will expire on «Term_of_Agreement» unless terminated sooner or renewed in the manner provided in this Agreement.

(b) Upon approval of a renewal request by the TLO as provided herein, this Agreement may be renewed in two (2) year increments (“renewal terms”) if Licensee has complied with all terms and conditions during the preceding term or renewal period. If Licensee wishes to renew this Agreement, Licensee shall submit to the TLO a renewal request, all renewal materials required by the TLO, and the $250.00 royalty advance detailed in paragraph 4(a) in the event the TLO requires the royalty advance, at least thirty (30) days prior to the date of the end of the initial term or any applicable renewal term. Licensee will be given a thirty (30) day grace period following the end of the licensing term to complete all required renewal steps. If the required renewal materials and royalty advance are not received within thirty (30) days following the end of the applicable licensing term, the license will be cancelled and notification of such cancellation will be sent to Licensee by the TLO in writing.

(c) Licensee may terminate this Agreement at any time by ten (10) days prior written notice to the TLO, provided that all royalty and reporting obligations arising prior to the date of termination shall be due and payable on the termination date.

(d) Should Licensee fail to comply, in whole or in part, with any of the terms and conditions of this Agreement, the TLO may terminate this Agreement on thirty (30) days written notice; provided, however, that such notice shall be void and of no effect if Licensee corrects such default during the thirty (30) day notice period. Notwithstanding the foregoing, this Agreement may be immediately terminated by written notice from the TLO if:

(i) Licensee departs from the quality and style of products approved by the TLO under this Agreement, or Licensee fails to obtain product or design approval; or

(ii) Licensee fails to pay its liabilities when due, or makes any assignment for the benefit of creditors, or files any petition under any federal or state bankruptcy statute, or is adjudicated bankrupt or insolvent, or if any receiver is appointed for its business or property, or if any trustee in bankruptcy shall be appointed under the laws of the United States government or the several states; or

(iii) Licensee fails to make any payment due to TLO or fails to deliver any required statement or report to the TLO.

12. EFFECTS OF TERMINATION

Upon termination or expiration of this Agreement, all rights granted to Licensee hereunder shall revert to the University of Wyoming and the State of Wyoming, as applicable, and Licensee shall make no claims to such rights.

13. LICENSEE'S DUTIES UPON TERMINATION

Upon termination or expiration of this Agreement, Licensee shall immediately discontinue (i) the manufacture of all products bearing the Licensed Marks and (ii) the use of the Licensed Marks; provided, however, that Licensee shall have the right to dispose of its existing stock of all Licensed Products bearing the Licensed Marks at its usual pricing within three

(3) months after said termination or expiration. Such disposition shall be subject to the terms of this Agreement including, but not limited to, those requiring reports of sales and payment of royalties. Notwithstanding the foregoing, Licensee shall not manufacture, distribute, market or sell any Licensed Products after the expiration or termination of this Agreement if the Agreement is terminated because of: (i) departure of Licensee from the quality and style approved by the TLO under this Agreement, or (ii) failure of Licensee to obtain product or design approval. In addition, Licensee shall not manufacture, distribute, market or sell any Licensed Products after the expiration or termination of this Agreement if the TLO advises Licensee in writing that such Licensed Products are not acceptable to the TLO.

14. REMEDIES

Licensee acknowledges that any breach of this Agreement relating directly or indirectly to use of Licensed Marks or to quality of products will result in immediate and irremediable damage to the University of Wyoming and/or the State of Wyoming, and that money damages alone would be inadequate to compensate the University of Wyoming and/or the State of Wyoming. The State of Wyoming, the Wyoming Secretary of State’s Office and the University of Wyoming retain all legal and equitable rights that may arise out of this Agreement and reserve the right to pursue enforcement of any of those rights in their sole discretion.

15. SEVERABILITY

Should any provision of this Agreement be held unenforceable or in conflict with the law of any applicable jurisdiction, then that/those provision(s) shall be void but the validity of the remaining provision(s) shall not be affected by such a holding.

16. MODIFICATION AND WAIVER

(a) The parties agree that this Agreement may be modified only by a writing signed by all parties.

(b) It is agreed that no waiver by either party hereto of any breach of any of the provisions herein set forth shall be deemed a waiver as to any subsequent or similar breach.

17. NON-ASSIGNABILITY

This Agreement is personal to Licensee. Neither this Agreement nor any of Licensee’s rights or obligations hereunder shall be sold, transferred or assigned by Licensee without the written approval of the TLO, and no rights of Licensee shall devolve by operation of law or otherwise upon any assignee, receiver, liquidator, trustee or other person or entity. Subject to the foregoing, this Agreement shall be binding upon any approved assignee or successor of Licensee and shall inure to the benefit of the University of Wyoming, the State of Wyoming, the Wyoming Secretary of State’s Office and their respective successors and assigns.

18. GOVERNING LAW

This Agreement shall be governed and construed by the laws of the State of Wyoming, and this Agreement has been negotiated and executed in the State of Wyoming and is enforceable in the courts of Wyoming.

19. SOVEREIGN IMMUNITY

The State of Wyoming, the Wyoming Secretary of State’s Office and the University of Wyoming do not waive sovereign immunity by entering into this Agreement and specifically retain all immunities and defenses available to them as sovereigns pursuant to Wyo. Stat. § 1-39-104(a) and all other applicable law. Designations of venue, choice of law, enforcement actions, and similar provisions should not be construed as a waiver of sovereign immunity.

20. NO PARTNERSHIP OR FRANCHISE

This Agreement does not constitute and shall not be construed to constitute (i) a partnership or joint venture between any of the Parties, or (ii) a franchise agreement between any of the Parties. Licensee shall have no right to obligate or bind the University of Wyoming or the State of Wyoming or the Wyoming Secretary of State’s Office in any manner whatsoever, and nothing contained in this Agreement shall give or is intended to give any rights of any kind to third persons.

21. THIRD PARTY BENEFICIARY RIGHTS

The Parties do not intend to create in any other individual or entity the status of third party beneficiary, and this Agreement shall not be construed so as to create such status. The rights, duties, and obligations contained in this Agreement shall operate only between the parties to this Agreement and shall inure solely to the benefit of the parties to this Agreement.

22. SURVIVAL OF RIGHTS

The terms and conditions of this Agreement necessary to protect the rights and interests of the University of Wyoming, the Wyoming Secretary of State’s Office or the State of Wyoming, including, without limitation, Licensee’s obligations under Sections 6, 7, 9, and 13 shall survive the termination or expiration of this Agreement. The terms and conditions of this Agreement providing for any other activity following the effective date of termination or expiration of this Agreement shall survive until such time as those terms and conditions have been fulfilled or satisfied.

23. EQUAL EMPLOYMENT OPPORTUNITY

(a) The Parties shall fully adhere to all applicable local, state and federal law regarding equal employment opportunity.

(b) The University's policy has been, and will continue to be, one of nondiscrimination, offering equal opportunity to all employees and applicants for employment on the basis of their demonstrated ability and competence without regard to such matters as race, sex, gender, color, religion, national origin, disability, age, veteran status, sexual orientation, genetic information, political belief, or other status protected by state and federal statutes or University Regulations.

24. NOTICES

Any notice required by this Agreement shall be deemed to have been properly received when delivered in person or when mailed by certified mail, return receipt requested, to the other party at the respective addresses below, or when actually received by a party if sent via facsimile or email:

If to Licensee: «Licensee_Name», «Address», «City», «State» «Zip»

If to TLO, University of Wyoming, State of Wyoming or Wyoming Secretary of State’s Office:

University of Wyoming, Trademark Licensing Dept. 3414, 1000 E. University Ave., Laramie, WY 82071 Fax: 307-766-4049 Email: trademrk@uwyo.edu

25. ENTIRE AGREEMENT

This Agreement, including Exhibit A and Exhibit B, contains the entire Agreement between the Parties with regard to the subject matter hereof and supersedes all prior agreements and other statements and representations pertaining to this subject matter, whether written or oral. In the event that Licensee is authorized to use the Bucking Horse & Rider (BH&R) mark under a separate agreement, in the event of any conflict with the terms of that agreement, the terms of this Agreement shall control.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective as of the last date of signature below.

LICENSEE: UNIVERSITY OF WYOMING:

By: _______________________________________ By: _________________________________________ Tracy Richardson Title: _______________________________________ Associate AD, Trademark & Licensing

Date: ______________________________________ Date: ________________________________________

The STATE OF WYOMING and the WYOMING SECRETARY OF STATE’S OFFICE:

By: UNIVERSITY OF WYOMING

Signature ________________________________________________ Tracy Richardson, Associate AD, Trademark & Licensing

Date: _______________________________________________ mailto:trademrk@uwyo.edu

Exhibit A

State of Wyoming Marks and Designs

University of Wyoming Marks and Designs

University of Wyoming® Wyoming Cowboys® Cowboys™ WYO™

UW™ Pokes™ Wyoming Cowgirls™ Cowgirls ™ The World Needs More Cowboys®

The University of Wyoming Marks and designs also include the names and identifying marks of the University of Wyoming including, without limitation, the trademarks, service marks, trade dress, team names, nick names, abbreviations, state name in the appropriate context, slogans, designs, colors, uniform and helmet design, distinctive landmarks, mascots, other symbols associated with or referring to the University of Wyoming.

Exhibit B

Authorized Products

1. «Product_1»

2. «Product_2»

3. «Product_3»

4. «Product_4»

5. «Product_5»

6. «Product_6»