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Licensing Agreement

UNIVESRAL LICENSE AGREEMENT FOR DISTRIBUTORS

These terms fall under the scope of all prior, present or future distributor agreement with Rainey Apparel Manufacturing, named in section “License”. This is an attached agreement to the Distributor Agreement. The terms of the agreement are subject to change with or without notice.

Product License
The Company hereby grants to Distributor the non-exclusive right and license to distribute, sell, offer to sell and import the Products throughout the Territory during the Term under: (i) all patent applications filed or to be filed with respect to any Product or any part thereof; and (ii) any and all patents associated with the Products (collectively, the “Patents”).
The license granted herein shall include all improvements, inventions, enhancements, modifications, by-products and new discoveries related to the Products or the Patents made or conceived as of the date hereof or during the term of this Agreement which the Company now owns or controls or hereafter owns or controls, and all patent applications and patents based on or covering the same which the Company now owns or controls or hereafter owns or controls.

The Company reserves all rights not expressly granted to Distributor in this Agreement.

Trademarks
Subject to the terms hereof, the Company grants to Distributor a non-exclusive license in the Territory to use the trademarks, trade names, trade dress and other designations of source or quality of the Company. The use of the Company marks in connection with the Products shall inure solely to the exclusive benefit of the Company.

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