TRADEMARK LICENSING AGREEMENT

　　4. good will

　　licensee recognizes the great value of the good will associated with the name, and acknowledges that the name and all rights therein and good will pertaining thereto belong exclusively to licensor, and that the name has a secondary meaning in the mind of the public.

　　5 licensor''s title and protection of licensor''s rights

　　(a) licensee agrees that it will not during the term of this agreement, or thereafter, attack the title or any rights of licensor in and to the name or attack the validity of this license. licensor hereby indemnifies licensee and undertakes to hold it harmless against any claims or suits arising solely out of the use by licensee of the name as authorized in this agreement, provided that prompt notice is given to licensor of any such claim or suit and provided, further, that licensor shall have the option to undertake and conduct the defense of any suit so brought and no settlement of any such claim or suit is made without the prior written consent of licensor.

　　(b) licensee agrees to assist licensor to the extent necessary in the procurement of any protection or to protect any of licensor''s rights to the name, and licensor, if it so desires may commence or prosecute any claims or suits in its own name or in the name of licensee or join licensee as a party thereto. licensee shall notify licensor in writing of any infringements or imitations by others in the name on articles the same as or similar to those covered by this agreement which may come to licensee''s attention, and licensor shall have the sole right to determine whether or not any action shall be taken on account of any such infringements or imitations. licensee shall not institute any suit or take any action on account of any such infringements or imitations without first obtaining the written consent of the licensor so to do.

　　6. indemnification by licensee and product liability insurance licensee hereby indemnifies licensor and undertakes to defend licensee and/or licensor against and hold licensor harmless from any claims, suits,loss and damage arising out of any allegedly unauthorized use of any trademark, patent, process, idea, method or device by licensee in connection with the articles covered by this agreement or any otheralleged action by licensee and also from any claims, suits, loss and damage arising out of alleged defects in the articles. licensee agreesthat it will obtain, at its own expense, product liability insurance from a recognized insurance company which has qualified to do business in____________, providing adequate protection (at least in the amount of_______) for licensor (as well for licensee) against any claims, suits,loss or damage arising out of any alleged defects in the articles. as proof of such insurance, a fully paid certificate of insurance naming licensor as an insured party will be submitted to licensor by licensee for licensor''s prior approval before any article is distributed or sold, and at the latest within ______ days after the date first written above; any proposed change in certificates of insurance shall be submitted to licensor for its prior approval. licensor shall be entitled to a copy of the then prevailing certificate of insurance, which shall be furnished licensor by licensee. as used in the first 2 sentences of this paragraph6, 'licensor' shall also include the officers, directors, agents, andemployees of the licensor, or any of its subsidiaries or affiliates, any person(s) the use of whose name may be licensed hereunder, the packageproducer and the cast of the radio and/or television program whose name may be licensed hereunder, the stations over which the programs are transmitted, any sponsor of said programs and its advertising agency, and their respective officers, directors, agents and employees.