2008-090 Resolution - Laserfiche WebLink

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2. This Agreement shall become effective on the date first written above and shall continue in effect for a term expiring on December 31, 2011. MATTEL, in its sole discretion, shall. have the option to renew this Agreement for two additional one-year periods, by written notice given to LICENSOR at least sixty (60) days prior to the expiration of the then current term. 3. MATTEL shall have no duty to manufacture andlor sell any LICENSED PRODUCTS or to otherwise exploit the rights granted herein. 4. In the event that MATTEL does manufacture LICENSED PRODUCTS, then, in full consideration for the rights granted to MATTEL hereunder, MATTEL agrees to furnish LICENSOR with twelve (12) units of each of such LICENSED PRODUCTS at no charge, shipping and handling included. MATTEL shall not be required to furnish to LICENSOR units of any SKU (Stock-keeping Unit, the identification number assigned to individual products) of any LICENSED PRODUCTS unless MATTEL has completed a full and final production run for such SKU. No inadvertent failure of MATTEL to provide any such LICENSED PRODUCTS to LICENSOR shall be deemed a breach of this Agreement, provided that, to the extent reasonably possible and provided that such LICENSED PRODUCTS are currently being manufactured, MATTEL shall retrospectively provide such LICENSED PRODUCTS upon notice from LICENSOR of MATTEL'S failure to do so. 5. MATTEL agrees that the LICENSED PRODUCTS shall be of a standard of quality as high as that of other similar MATTEL products as of the date of this Agreement. 6. In the event that MATTEL does manufacture LICENSED PRODUCTS, then MATTEL shall submit to LICENSOR electronic "e-sheet" (e.g. jpeg) samples of each LICENSED PRODUCT (including packaging and artwork) for approval. LICENSOR shall have ten (10) business days to approve or disapprove the electronic "e-sheet" samples, which LICENSOR shall not unreasonably delay. In any event, the failure by LICENSOR to provide written approval/disapproval withiri ten (10) business days shall be deemed approved. Upon request and subject to availability and in reasonable quantities, LICENSOR shall have the right to purchase additional quantities of the LICENSED PRODUCTS from MATTEL at MATTEL'S best wholesale price. 7. MATTEL and its subsidiaries may sublicense or assign among themselves anci to their subsidiaries the rights to manufacture, import, distribute and sell the LICENSED PRODUCT. MATTEL shall remain directly and primarily obligated under all the provisions of this Agreexnent and any default of this Agreement by its subsidiaries shall be deemed a default by MATTEL hereunder. 8. In addition to the other rights licensed to MATTEL herein, LICENSOR herein grants to MATTEL the right to use the name, nickname, likenesses and visual or identifying representations of the LICENSED PROPERTY in connection with the marketing and sale of the LICENSED PRODUCTS, including in advertising, selling, packaging and promotional and publicity materials relating to the LICENSED PRODUCTS. 9. MATTEL acknowledges that nothing contained in this Agreement is intended as an assignment or grant to MATTEL of any right, title or interest in or to the LICENSED PROPERTY or the goodwill attached thereto. 2