2.1 License Grant. Licensor hereby grants the Company and its successors the worldwide license and right to use, exclusively and during the Term (except as provided herein), (A) any element of the Licensed Property for any purpose in connection with the Products, including but not limited to, (1) the publication, display, distribution and other use of such materials in and through all media; that are now known or will be further developed, and (2) promoting the Company, its divisions and subsidiaries by the personal appearance of Licensor, (B) sublicensing to third parties or authorizing third parties in accordance with the terms of this Agreement, and (C) submitting and obtaining applications for copyrights, trademarks, domain names and other similar registrations, that relate to authorized ownership. Legal advocacy prohibits the “knowingly” use of a person`s name, likeness, etc. “on or in products, goods or goods or for the purpose of advertising, selling or soliciting to purchase products, goods, goods or services without that person`s prior consent.” Code Cal.Civ. § 3344(a). The mere fact that a person`s likeness is used in connection with a commercial product or service does not violate the law. Rather, the law focuses specifically on advertising for the use of a person`s likeness. 2.2 Reservation of Rights. Use of the Licensed Property and associated goodwill is exclusively transferred to Licensor. Except for the license granted herein and as otherwise provided herein, (a) Licensor retains between the parties all right, title and interest in and to the Licensed Property, and (b) the Company acknowledges and agrees that it will have no right, title or interest in the Licensed Property, and the Company will not claim ownership or interest in such Licensed Property. 3. If you want to use a person`s name or likeness, how can you avoid possible prosecution? In California, you need a license agreement or permission to use someone else`s name or likeness.

Without a license agreement or waiver, you are subject to two different legal rights that apply to such unauthorized use: (1) violation of the right to post and (2) invasion of privacy by misappropriation of names or effigies (“embezzlement”). Only individuals, not companies, can sue for the illegal use of names or effigies (companies can sue for trademark infringement and unfair competition if you exploit their brand names for commercial purposes). (b) It is understood and agreed that Licensor shall retain all right, title and interest in and to its likeness, name and/or trademarks, unless licensed herein. 6.3 The Insurance Company will receive and maintain at its own expense and expense throughout the term of the Contract from a qualified insurance company authorized to operate in Arizona and having standard product liability insurance with an Xxxxx`x rating of B+ or better, the Licensor being designated as the additional insured. Such policy provides protection against all claims, demands and causes of action arising out of defects or the alleged or other non-performance of the product or any related material or its use. The amount of coverage would be $10 million. The policy provides for a 45-day notification of the Licensor by the Insurer by registered letter or registered letter, requesting the acknowledgment of receipt in case of modification, cancellation or termination. The Company undertakes to issue to the Licensor a certificate of insurance proving this insurance before the manufacture, distribution or sale of the Product. I hereby grant to SML Canada Acquisition Corp. and its subsidiaries, affiliates, agents, agents and agents (collectively, “Blondo”) the irrevocable, non-exclusive, non-transferable, royalty-free perpetual right and license to use and display my photo (“Photo”) for any purpose, including marketing, promotion or advertising, on all media channels and social platforms (now known or available below), without compensation, payment or other consideration of any kind. Blondo may, in its sole discretion, use, display, edit, modify, reproduce, create derivative works from, publish or distribute the photo for lawful purposes, without any obligation to me or any right of inspection or authorization.

I further grant Blondo the right to use my name, username, social media nickname and/or likeness as stated in the photo (collectively, the “similarity”) in connection with Blondo`s use of the photo. CONSIDERING that the parties wish the Company to pay the Licensor an annual fee, including for the use of its name and likeness for the purpose of performing on behalf of GBI Company or any of its subsidiaries or divisions in person or for other appearances, on commercial television, radio or online. Compensation is not $750,000 in advance with a fixed royalty based on net sales of the product. To avoid a possible lawsuit, it`s best to get permission from anyone you use in advertising, not just celebrities. Before using someone`s image, ask that person to sign a license agreement (if they want to be compensated for using their image) or a basic agreement with a version (if they don`t ask for compensation) that gives you permission to use their name or image to promote themselves. Make sure that each agreement sets out your rights in clear and concise language and that both parties have the opportunity to consult with lawyers if they wish. It is strongly advised to hire an experienced and competent legal advisor to avoid any possible liability. To arrange a free consultation with an experienced lawyer, contact Gohar Abelian of Abelian Law Firm at (818) 588-5337.

3.1 Royalties. The license granted by Licensor to the Company under this Agreement is royalty-free, except as set forth in this section: Do you need a contract or license agreement to use that person`s name? If you haven`t reached an agreement, what potential claims are you facing? b) Neither the performance and delivery of this Agreement nor the completion of the transactions contemplated herein will conflict with any breach or event of termination under any of the terms or constitute a default or result in the termination, creation or imposition of any charge under the terms of any contract or arrangement to which it is a party or any of its assets and features. In order to hold anyone responsible for the unauthorized use of a name or image, an applicant must establish three elements: 7.14 Integration This Agreement represents the entire understanding of the parties and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their agreement. It may only be amended or supplemented if it is signed in writing by the parties and expressly refers to this Agreement. This Agreement takes precedence over any other document that may conflict with it. 1.4 “Licensed Property” means (i) the licensor`s name, image, signature, voice and likeness and related goodwill, (ii) photographic portraits, images, video recordings and audio recordings of the foregoing, (iii) publication rights in its name, image, signature, voice, likeness and other elements of its personality and identity, and (iv) all customary and statutory rights under the foregoing. a) In consideration for the licenses granted hereunder, the Company agrees to pay licensor a fixed royalty of $750,000 and the royalty of 3% (the “License Fee”) based on the company`s net sales of products. Net sales give a more accurate approximation of the company`s actual sales. The Company will pay the Licensor an advance annual royalty of seven hundred and fifty thousand dollars ($750,000). 2.3 Grant of Rights. Subject to the terms and conditions set forth herein, during the term of this Agreement and in the Territory, Licensor grants the Company the exclusive right and license, name, nickname, initials, autograph, facsimile signature, photo, likeness and/or endorsement (ownership) of Licensor in connection with the advertisement, the advertising and sale of the Product in the Territory and the right to use this property on the and associated packaging.

The celebrity grants the company a license under its publicity rights (e.B. name, nickname, etc.). Here, the company is granted the use of the property not only in the context of advertising and sales promotion in relation to the product, but also physically on the product in the classic sense of the brand. All rights are taken into account to the extent that the Licensor acts as an independent contractor on its behalf. California has both customary and legal right to publish, which protects a person`s right to his or her name and likeness. In particular, Cal. Code Civ. § 3344 the following: 7.5 The quality control company shall fully comply with the labelling provisions of the intellectual property laws of the states applicable in the territory with respect to the product bearing the name and likeness of the licensor.

(a) Licensor agrees to inform the Company of any potential or existing contractual obligation that may arise during the term of this Agreement. .