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KH MARKETING MATERIALS LICENSING AGREEMENT

This KH Marketing Materials Licensing Agreement (the “Agreement”) is entered into by and between KH Home Design and Furnishings LLC, with an address and place of business of 50 Melissa Drive, North Haven, Connecticut 06473 (“Licensor”) and _________________, with an address and place of business of _________   (“Licensee”).  Licensor and Licensee are hereinafter sometimes referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, Licensor is the owner of KH Home Design – To The Trade, an online shop that offers a la carte and bundled marketing and business support documents, checklists, templates and tools for purchase, as further detailed at https://designcollaboratory.com/shop/ (the “KH Marketing Materials”);

WHEREAS, Licensee desires to purchase the right to use the some or all of the KH Marketing Materials, as provided by Licensor, in connection with its business and operations;

WHEREAS, Licensee agrees to modify the KH Marketing Materials to fit its business needs, in accordance with the terms and conditions set forth herein.

NOW THEREFORE, in consideration for the promises contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. KH Marketing Materials. Subject to all terms of this Agreement, Licensor agrees to purchase certain KH Marketing Materials subject to the terms and conditions set forth herein and the pricing set forth in Exhibit A, which pricing may be adjusted from time to time.

2. License.  During the Term, Licensor hereby grants to Licensee, a perpetual, non-exclusive, non-assignable right to the use the purchased KH Marketing Materials in connection with its business (the “License”). Licensee will use the KH Marketing Materials in compliance with all applicable laws and regulations, and only as expressly permitted by Licensor. Licensee will not, directly or indirectly, use the KH Marketing Materials  in any way other than as set forth in this Agreement and without limiting the foregoing, Licensee may not grant any sublicenses to any third party, or grant any permission to use any portion of the KH Marketing Materials, including but not limited to the branding, photography, text or any other component, without the prior express written consent of Licensor, which may be withheld for any reason.  Licensee will not share the contents of the KH Marketing Materials with any other party (except for Licensee’s clients or potential clients) or allow any party to copy or replicate any portion of the KH Marketing Materials for any purposes.

3. Purchase Price. The purchase price and payment terms for KH Marketing Materials are set forth at  https://tothetrade.designsbykh.com/shop/, which terms are incorporated by reference.

4.No Warranty.   THE KH MARKETING MATERIALS ARE SOLD “AS IS” AND LICENSOR PROVIDES NO WARRANTIES OF ANY KIND TO LICENSEE. Licensee shall be responsible to review and adjust the KH Marketing Materials for its own business purposes, and to ensure that they comply with all applicable laws in the jurisdictions where Licensee does business. 

5. Termination. If Licensee’s use of the KH Marketing Materials does not comply with this Agreement as determined by Licensor, Licensee shall use its best efforts to promptly remedy any breach.  In the unlikely event that Licensee has not taken appropriate steps to remedy such breach within thirty (30) days after notification by Licensor, Licensor shall have the right to terminate this Agreement and require that the Licensee cease using the KH Marketing Materials, and all of the rights of Licensee under this Agreement shall terminate and immediately revert to Licensor and Licensee shall immediately discontinue all use of the KH Marketing Materials at no cost whatsoever to Licensor, and Licensee shall immediately destroy all copies or return to Licensor all material relating to the KH Marketing Materials including at no cost to Licensor. 

6. Territory.  Licensee shall have the rights to use the KH Marketing Materials worldwide.

7. Rights and Good Will.  Licensee recognizes the value of the good will associated with the KH Marketing Materials and acknowledges that the KH Marketing Materials and all rights therein including copyright and good will pertaining thereto, belong exclusively to Licensor.  Licensor shall maintain in its own name and at its own expense, appropriate protection for the KH Marketing Materials.  Licensee agrees that its use of the KH Marketing Materials inures to the benefit of Licensor and that Licensee shall not acquire any rights in the KH Marketing Materials.  

8. Indemnity and Limit of Liability.  Licensee agrees to defend and indemnify Licensor, and its members, officers, directors, agents and employees, against all costs, expenses and losses (including reasonable attorneys’ fees and costs) incurred through claims of third parties against Licensor based on any action of Licensee or Licensor, or otherwise arising out of this Agreement. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT. LICENSOR’S LIABILITY IS LIMITED TO AMOUNTS ACTUALLY RECEIVED UNDER THIS AGREEMENT. IN NO EVENT WILL LICENSOR’S LIABIITY EXCEED THE AMOUNTS RECEIVED BY LICENSOR FROM LICENSEE PURSUANT TO THE TERMS OF THIS AGREEMENT

9. Jurisdiction/Dispute Resolution/Attorneys’ Fees. This Agreement shall be governed and construed in accordance with the laws of the State of Connecticut, United States of America (without regard to conflict of law principles).  The Parties consent and submit to the jurisdiction of the U.S. District Court for the District of Connecticut, United States, as the exclusive jurisdiction of any dispute involving or relating in any way to this Agreement. In the event of any dispute under this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs against the non-prevailing party.

10. Assignability.  The license granted hereunder is personal to Licensee and shall not be assigned by any act of Licensee or by operation of law unless in connection with a transfer of substantially all of the assets of Licensee or with the consent of Licensor.

11. Amendment.  Any amendment to this Agreement must be in writing and signed by an authorized person of each party.

12. Counterparts/Incorporation/Acknowledgment.  This Agreement may be signed in a number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.  

13 Recitals Incorporated. The Recitals to this Agreement and the terms and conditions located at https://tothetrade.designsbykh.com/shop/, are hereby incorporated into the Agreement. In the event of a conflict among any terms the terms that impose the greatest obligation on the Licensee shall apply.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

By: KH Home Design and Furnishings, LLC

Name: Kimberly Horton

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