CODE PROVISION

(6) Licensee shall comply, and ensure that all Manufacturers comply, with labor code and monitoring requirements as directed by the respective Member Institutions and as set forth in The Collegiate Licensing Company Special Agreement Regarding Labor Codes of Conduct, which is incorporated herein by reference. CLC shall give Licensee reasonable written notice of any changes in labor code requirements. Licensee, upon receipt of the notice, is responsible for complying with the new labor code requirements. Licensee's failure to comply with this Paragraph may result in termination as provided in Paragraph ___.

TERMINATION

(b)  CLC or the affected Member Institution shall have the right to terminate this Agreement without prejudice to any other rights under this Agreement, in law, in equity or otherwise, upon written notice to Licensee at any time should any of the following defaults occur:

     (1)  Licensee does not begin the bona fide manufacture, distribution, and sale of Licensed Articles within one (1) month of the date of approval of the samples of Licensed Articles.

     (2)  Licensee fails to continue the bona fide manufacture, distribution, and sale of Licensed Articles during the Term. If, during any calendar quarter of the Term, Licensee fails to sell any of the Licensed Articles or fails to sell any Licensed Articles for a particular Member Institution, CLC may terminate this Agreement with respect to said Licensed Article or Member Institution by giving written notice.

     (3)  Licensee fails to make any payment due or fails to deliver any required statement, and fails to cure such default within fifteen (15) days from receipt of written notice from CLC.

     (4)  The amounts stated in the periodic statements furnished pursuant to Paragraph 9 are significantly or consistently understated.

     (5)  Licensee fails to generate royalties during the initial Term or any renewal period that meet or exceed the amount of the Advance Payment amounts as provided in Paragraph 6(c) and Appendix A.

     (6)  Licensee fails to make available its premises for any audit or to resolve any issue raised in connection with any audit, as required in Paragraph 15.

     (7)  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.

     (8)  Licensee attempts to grant or grants a sublicense or attempts to assign or assigns any right or duty under this Agreement to any person or entity without the prior written consent of CLC.

     (9)  Licensee or any related entity manufactures, distributes or sells any product infringing or diluting the trademark, property or any other right of any Member Institution or any other party.

     (10)  Licensee fails to deliver to CLC or maintain in full force and effect the insurance referred to in Paragraph 14(b).

     (11)  Any governmental agency or court of competent jurisdiction finds that the Licensed Articles are defective in any way, manner or form.

     (new)  Any monitoring agency authorized by a Member Institution determines that Licensee is in violation of the labor code adopted by that Member Institution, and Licensee fails to effectively remediate said violation for that Member Institution within a time period that is reasonable with respect to the nature and extent of the violation.

     (12)  If an entity acquires in a single transaction or through a series of transactions more than fifty percent (50%) ownership or controlling interest in Licensee.

     (13)  Licensee commits any act or omission which damages or reflects unfavorably, embarrasses or otherwise detracts from the good reputation of any Member Institution.

     (14)  Licensee manufactures, distributes or sells Licensed Articles of quality lower than the samples approved, or manufactures, distributes, sells or uses Licensed Articles or Licensed Indicia in a manner not approved or disapproved by CLC, and fails to cure such default within fifteen (15) days from receipt of written notice from CLC.

     (15)  Licensee fails to affix to each Licensed Article, its Packaging and Advertising an Official Label and Licensee name and/or Authorized Brand in the manner provided in Paragraph 11, and fails to cure such default within fifteen (15) days from receipt of written notice from CLC.

     (16)  Licensee breaches any provision of this Agreement, and fails to cure such default within fifteen (15) days from receipt of written notice from CLC.

(c)  CLC shall have the right to terminate this Agreement upon written notice to Licensee at the conclusion of the initial Term or of any renewal period without cause with respect to a particular Member Institution in the event that said Member Institution directs CLC to terminate this Agreement. This termination shall be without prejudice to any other rights CLC may have, whether under the provisions of this Agreement, in law, in equity or otherwise.

(d)  The entire unpaid balance of all Royalty Payments owing and due under this Agreement shall immediately become due and payable upon termination or failure cure a non-payment default.

MODIFICATION OF APPENDICES

(a)  The Member Institutions and their royalty charges listed in Appendix A, the Licensed Indicia shown in Appendix B, the Member Institution policies including those in Appendix B?1, the Licensed Articles listed in Appendix C, the Distribution Channels in Appendix D, and labor code requirements may be changed by CLC when and if such changes are directed by the Member Institutions.

(b)  Through periodic advisory bulletins or notices, including without limitation notification through on-line publications (e.g., iCLC) or via email, CLC will give Licensee written reasonable notice of any changes to appendices or policies. Licensee, upon receipt of the bulletins or notices, is responsible for distributing them promptly to the appropriate party(s) and complying with the modified appendices and policies.

(c)  Licensee recognizes and agrees that certain changes to Appendices A, B, B?1, C, or D may affect Licensees rights regarding certain Member Institutions, Licensed Indicia or Licensed Articles. Licensee agrees that such rights shall cease on the effective date of the notice, in accordance with the terms of the notice. In such event, those provisions of Paragraph 17 regarding disposal of inventory shall become effective for the affected Member Institutions, Licensed Indicia or Licensed Articles unless Licensee obtains written permission from the affected Member Institutions concerned to continue to use the Licensed Indicia, or to manufacture, distribute or sell the Licensed Articles.

(d)  Upon notification by CLC of the addition of a Member Institution to the CLC program, or at any other time, Licensee may request in writing or through iCLC the addition of a Member Institution to the Agreement. Any such addition will require an addendum to Appendix A. Such addendum will be fully executed only upon Licensee's completion of product and design approval requirements, as provided in Paragraph 10.

(e)  Any unauthorized or unapproved use by Licensee of any Licensed Indicia of any Member Institution shall constitute grounds for immediate termination of this Agreement and also may result in action against Licensee for trademark infringement and/or unfair competition, and collection of monetary damages.

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Last revised June 12, 2002