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LICENSE AGREEMENT <br />THIS AGREEMENT (the "Agreement") is made and entered into as of the 4th <br />day of June, 2008 (the "Effective Date") by and between the City of North Olmsted, OH, <br />having its principal office at 5200 Dover Center Road, North Olmsted, OH 44070 <br />(hereinafter referred to as "LICENSOR") and Mattel, Inc., a corporation organized under <br />the laws of the State of Delaware, having its principal office at 333 Continental <br />Boulevard, El Segundo, CA 90245-5012 (hereinafter referred to as "MATTEL"). <br />WITNESSETH: <br />WHEREAS, LICENSOR represents and warrants that it is the owner of various <br />trademarks, copyrights and other proprietary rights in and to the Property as set forth <br />below; and <br />WHEREAS, MATTEL is engaged in the business of manufacturing and selling <br />toys and games and other consumer products; and <br />WHEREAS, MATTEL desires to use certain of LICENSOR'S trademarks, <br />copyrights, and other intellectual property in the manufacturing and distribution of <br />MATTEL'S products, and <br />WHEREAS, LICENSOR is willing to license MATTEL the right to use certain of <br />LICENSOR'S trademarks, copyrights, and other intellectual property in the <br />manufacturing and distribution of MATTEL'S products under the terms set forth in this <br />Agreement. <br />NOW, THEREFORE, far and in consideration of the mutual covenants and <br />agreements contained herein and other good and valuable consideration, receipt of whic;h <br />is hereby acknowledged, it is hereby agreed as follows: <br />1. LICENSOR hereby grants to MATTEL a non-exclusive royalty-free <br />worldwide license to use the trademarks, tradenames, copyrights, designs, logos and <br />likenesses including names, accessories and other visual or identifying representations <br />associated with the North Olmsted Fire Department and the North Olmsted Police <br />Department vehicles (hereinafter referred to as the "LICENSED PROPERTY") in <br />conjunction with the manufacture, marketing, distribution, promotion and sale of various <br />scaled die-cast and/or plastic toy replicas (motorized or non-motorized), related playsets <br />and accessories (hereinafter referred to as the "LICENSED PRODUCTS"). The rights <br />granted herein shall apply to all channels of distribution, including without limitation, <br />direct marketing to consumers, the Internet and online marketing and sale. <br /> <br />333 Continental Boulevard, EI Segundo; 90245-5612 Telephone 310 252 2000 -X ("Y ' "7 0