2008-090 Resolution - Laserfiche WebLink

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10. LICENSOR shall at all times remain the owner of any and all of the LICENSED PROPERTY created by LICENSOR and used by MATTEL in connection with the LICENSED PRODUCTS. MATTEL shall own all intellectual property rights embodied in the LICENSED PRODUCTS excluding the LICENSED PROPERTY. 11. MATTEL agrees to affix a legal notice on the packaging and other materials that incorporate the LICENSED PROPERTY in order to denote LICENSOR's trademark and/or copyright in materials that incorporate the LICENSED PROPERTY. The legal notice when used on the LICENSED PRODUCTS may be abbreviated in accordance with legal requirements and as space permits. Subject to LICENSOR's exclusive rights to the LICENSED PROPERTY, MATTEL is expressly permitted to apply to the LICENSED PRODUCTS any trademarks, artwork and designs that it selects and to apply appropriate patent, trademark and/or copyright notices. All such trademark and copyright notices shall be in the name of MATTEL, subject to the LICENSOR's exclusive rights to the LICENSED PROPERTY. 12. LICENSOR represents and warrants to MATTEL that it is the sole owner of the LICENSED PROPERTY and that it has the full power and authority to enter into this Agreement. LICENSOR agrees to indemnify MATTEL against any loss and expense including its reasonable attorneys' fees arising out of any claims, demands, or actions that may be instituted against MATTEL by reason of any claim of a superior right to any element of the LICENSED PROPERTY. 13. MATTEL agrees to indemnify LICENSOR against all third party claims arising out of its marketing or sale of the LICENSED PRODUCTS, including cla.ims for personal injury, except that LICENSOR shall be solely responsible for any claims based upon use of the LICENSED PROPERTY as permitted by this Agreement. MATTEL shall have the right to control the defense and settlement of any such third party claims. 14. Either party may terminate this Agreement in the event that the other party rnaterially breaches the terms of this Agreement or any of the warranties or representations made herein, provided that the non-breaching party provides the breaching party with written notice of such default and sixty (60) days within which to remove or cure such default. If there is no removal or cure of the default within such period, the Agreement may then be immediately terminated by the non-breaching party. 15. Upon expiration or earlier termination of this Agreement, MATTEL agrees to discontinue all use of the LICENSED PROPERTY, except that MATTEL shall continue to have the right to sell off all existing inventory bearing the LICENSED PROPERTY, whether completed or in the process of manufacture, for a period of six (6) months after expiration or early termination, 16. All notices wherever required in this Agreement shall be in writing and sent by facsimile, certified mail or overnight delivery and shall be deemed given when sent or mailed. 17. If any provisions of this Agreement are for any reason declared to be invalid, the validity of the remaining provisions shall not be affected thereby. 18. This Agreement and each and every one of its provisions shall be interpreted under the laws of the State of California. 3