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All funds go to furthering the mission of infant and toddler oral health.

TRADEMARK USE AGREEMENT

This Trademark License Agreement (“Agreement”) is entered into as of the date of last signature below (the “Effective Date”) by and between the University of North Carolina at Chapel Hill (“Licensor”) and the Licensee named below.

The parties agree as follows:

  1. Background.

    1.1 Trademark. Licensor is the owner of all right, title and interest in and to the bOHP logo trademark and the goodwill appertaining thereto, a copy of which is attached hereto as Exhibit A (the “Trademark”).

  2. Grant of Trademark License.

    2.1 Grant of Trademark License. Subject to the terms and conditions of this Agreement, Licensor grants and Licensee accepts, for the Term (as hereinafter defined), the non-exclusive, non-transferable, royalty-free, revocable right to use the Trademark solely in connection with the promotion of the Baby Oral Health Program. This license does not grant Licensee any rights in the Trademark in connection with the sale of any products, including products related to the Baby Oral Health Program.

  3. Use of Trademark.

    3.1 Ownership. Licensee acknowledges the validity of the Trademark and Licensor's sole and exclusive right, title and interest in and to the Trademark. Apart from its rights under this Agreement, Licensee will not acquire any right, title or interest in or to the use of the Trademark during or after the Term. Licensee will not represent in any manner that it has any ownership of right, title or interest in or to the Trademark other than as set forth in this Agreement. All use of the Trademark by Licensee shall inure to the benefit of and be on behalf of Licensor.

    3.2 Trademark Use Guidelines. Licensee agrees to strictly abide by any guidelines provided to it by Licensor concerning the use of the Trademark.

  4. Term and Termination.

    4.1 Term. The term of this Agreement shall begin on the Effective Date and continue until terminated by Licensor or Licensee (the “Term”).

    4.2 Termination. Licensor or Licensee may terminate this Agreement at any time for any reason by notifying the other party of such termination in writing. Termination shall be effective thirty (30) days after receipt of the notice of termination.

    4.3 Effect of Termination. Upon termination of this Agreement, Licensee will immediately cease all use of the Trademark.

  5. Disclaimer of Warranties; Limitation of Liability.

    5.1 LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.

    5.2 LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES, LOST PROFITS OR LOSS OF BUSINESS) IN ANY WAY RELATED TO THIS AGREEMENT WHETHER IN CONTRACT OR IN TORT, REGARDLESS OF WHETHER LICENSEE OR SUCH OTHER PARTY WAS ADVISED OF THE POSSIBILITY THEREOF.

  6. Quality Control.

    6.1 Quality Standards. Licensee agrees that the nature and quality of all promotional services rendered by Licensee in connection with the Trademark, and all related uses of the Trademark by Licensee shall conform to standards set by and be under the control of Licensor.

    6.2 Quality Maintenance. Licensee agrees to cooperate with Licensor in facilitating Licensor’s control of such nature and quality, and to supply Licensor with specimens of all uses of the Trademark upon request. Licensor shall comply with all applicable laws and regulations and obtain all appropriate government approvals pertaining to the activities covered by this License.

    6.3 Infringement. Licensee agrees to promptly notify Licensor of any potentially unauthorized use of the Trademark by others as it comes to Licensee’s attention. Licensor shall have the sole right and discretion to bring infringement or unfair competition proceedings involving the Trademark.

  7. Indemnification.

    7.1 Licensee hereby agrees to indemnify, defend, and hold harmless Licensor and any of its officers, employees, and agents for and from any and all claims, liabilities, judgments, costs, and expenses, including court costs and attorney’s fees, arising out of any action by Licensee under this Agreement.

  8. Miscellaneous.

    8.1 Licensee. Licensee shall perform this Agreement solely as a licensee and not as Licensor’s independent contractor, agent or employee. Licensee has no authority to make any statement, representation or commitment of any kind or to take any action binding upon Licensor, without Licensor’s prior written authorization.

    8.2 Assignment. The License granted by this agreement is unique and personal to Licensee. Accordingly, Licensee shall not assign or transfer its rights or delegate its duties without the prior written consent of Licensor.

    8.3 Governing Law and Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of North Carolina without regard to principles of conflict of laws that would cause the laws of any other jurisdiction to apply. Any action or litigation under this agreement shall be brought and heard in courts located in the State of North Carolina.

    8.4 This Agreement shall be construed without regard to the party or parties responsible for the preparation of the same and shall be deemed as prepared jointly by the parties hereto. Any ambiguity or uncertainty existing herein shall not be interpreted or construed against any party hereto.