Common use of License Term Clause in Contracts

License Term. The license granted by this Agreement shall remain in effect for a period of one (1) year and shall be automatically extended for additional one (1) year periods upon evidence satisfactory to the Plan and BCBSA that Controlled Affiliate meets the then applicable quality control standards, unless one of the parties hereto notifies the other party of the termination hereof at least sixty (60) days prior to expiration of any license period. This Agreement may be terminated by the Plan or by BCBSA for cause at any time provided that Controlled Affiliate has been given a reasonable opportunity to cure and shall not effect such a cure within thirty (30) days of receiving written notice of the intent to terminate (or commence a cure within such thirty day period and continue diligent efforts to complete the cure if such curing cannot reasonably be completed within such thirty day period). By way of example and not for purposes of limitation, Controlled Affiliate's failure to abide by the quality control provisions of Paragraph 2, above, shall be considered a proper ground for cancellation of this Agreement. This Agreement and all of Controlled Affiliate's rights hereunder shall immediately terminate without any further action by any party or entity in the event that: A. Controlled Affiliate shall no longer comply with Standard No. 1 (Organization and Governance) of Exhibit A or, following an opportunity to cure, with the remaining quality control provisions of Exhibit A, as it may be amended from time-to-time; or B. Plan ceases to be authorized to use the Licensed Marks; or C. Appropriate dues for Controlled Affiliate pursuant to item 8 hereof, which are the royalties for this License Agreement are more than sixty (60) days in arrears to BCBSA. Upon termination of this Agreement for cause or otherwise, Controlled Affiliate agrees that it shall immediately discontinue all use of the Licensed Marks including any use in its trade name. In the event of any disagreement between Plan and BCBSA as to whether grounds exist for termination or as to any other term or condition hereof, the decision of BCBSA shall control, subject to provisions for mediation or mandatory dispute resolution in effect between the parties. Upon termination of this Agreement, Licensed Controlled Affiliate shall immediately notify all of its customers that it is no longer a licensee of the Blue Cross and Blue Shield Association and provide instruction on how the customer can contact the Blue Cross and Blue Shield Association or a designated licensee to obtain further information on securing coverage. The written notification required by this paragraph shall be in writing and in a form approved by the Association. The Association shall have the right to audit the terminated entity's books and records to verify compliance with this paragraph.

License Term. A. The license granted by this Agreement shall remain in effect for a period of one (1) year and shall be automatically extended for additional one (1) year periods upon evidence satisfactory to the Plan periods, unless either BCBSA or Life and BCBSA that Disability Controlled Affiliate meets the then applicable quality control standards, unless one of the parties hereto notifies the other party in writing of the termination hereof at least sixty (60) days prior to expiration of any license period. . B. This Agreement may be terminated by the Plan or by BCBSA for cause at any time provided that Life and Disability Controlled Affiliate has been given a reasonable opportunity to cure and shall not effect such a cure within thirty (30) days of receiving written notice of the intent to terminate (or commence a cure within such thirty day period and continue diligent efforts to complete the cure if such curing cannot reasonably be completed within such thirty day period). By way of example and not for purposes of limitation, Life and Disability Controlled Affiliate's failure to abide by the conditions regarding use of the Licensed Marks set forth in Section 1 of this Agreement or the quality control provisions of Paragraph 2, above, Section 2 (other than with respect to Section 2 D which is subject to immediate termination as stated in Section 7 C (1) below) shall be considered a proper ground grounds for cancellation termination of this Agreement. . C. This Agreement and all of Life and Disability Controlled Affiliate's rights hereunder shall immediately terminate without any further action by any party or entity in the event that: A. (1) Life and Disability Controlled Affiliate shall no longer comply with Section 2 D (or Standard No. 1 (Organization and Governance) of Exhibit A or, following an opportunity to cure, with the remaining quality control provisions of Exhibit A, as it may be amended from time-to-time); or B. (2) Any Sponsoring Plan ceases to be authorized to use the Licensed Marks; or C. (3) Appropriate dues fees for Life and Disability Controlled Affiliate pursuant to item Section 8 hereof, which are the royalties for of this License Agreement are more than sixty (60) days in arrears to BCBSA. Upon termination of this Agreement for cause or otherwise, Life and Disability Controlled Affiliate agrees that it shall immediately discontinue all use of the Licensed Marks including any use in its trade nameMarks. In the event of any disagreement between Plan Life and Disability Controlled Affiliate and BCBSA as to whether grounds exist for termination or as to any other term or condition hereof, the decision of BCBSA shall control, subject to provisions for mediation or mandatory dispute resolution in effect between the parties. Upon termination of this Agreement, Licensed Life and Disability Controlled Affiliate shall immediately notify all of its customers that it is no longer a licensee of the Blue Cross and Blue Shield Association BCBSA and provide instruction on how the customer can contact the Blue Cross and Blue Shield Association BCBSA or a designated licensee to obtain further information on securing coverage. The written notification required by this paragraph shall be in writing and in a form approved by the AssociationBCBSA. The Association BCBSA shall have the right to audit the terminated entity's books and records to verify compliance with this paragraph.

License Term. The license granted by this Agreement shall remain in effect for a period of one (1) year and shall be automatically extended for additional one (1) year periods upon evidence satisfactory to the Plan and BCBSA that Controlled Affiliate meets the then applicable quality control standards, unless one of the parties hereto notifies the other party of the termination hereof at least sixty (60) days prior to expiration of any license period. This Agreement may be terminated by the Plan or by BCBSA for cause at any time provided that Controlled Affiliate has been given a reasonable opportunity to cure and shall not effect such a cure within thirty (30) days of receiving written notice of the intent to terminate (or commence a cure within such thirty day period and continue diligent efforts to complete the cure if such curing cannot reasonably be completed within such thirty day period). By way of example and not for purposes of limitation, Controlled Affiliate's ’s failure to abide by the quality control provisions of Paragraph 2, above, shall be considered a proper ground for cancellation of this Agreement. This Agreement and all of Controlled Affiliate's ’s rights hereunder shall immediately terminate without any further action by any party or entity in the event that: A. Controlled Affiliate shall no longer comply with Standard No. 1 (Organization and Governance) of Exhibit A or, following an opportunity to cure, with the remaining quality control provisions of Exhibit A, as it may be amended from time-to-time; or B. Plan ceases to be authorized to use the Licensed Marks; or C. Appropriate dues for Controlled Affiliate pursuant to item 8 hereof, which are the royalties for this License Agreement are more than sixty (60) days in arrears to BCBSA. Upon termination of this Agreement for cause or otherwise, Controlled Affiliate agrees that it shall immediately discontinue all use of the Licensed Marks including any use in its trade name. In the event of any disagreement between Plan and BCBSA as to whether grounds exist for termination or as to any other term or condition hereof, the decision of BCBSA shall control, subject to provisions for mediation or mandatory dispute resolution in effect between the parties. Upon termination of this Agreement, Licensed Controlled Affiliate shall immediately notify all of its customers that it is no longer a licensee of the Blue Cross and Blue Shield Association and provide instruction on how the customer can contact the Blue Cross and Blue Shield Association or a designated licensee to obtain further information on securing coverage. The written notification required by this paragraph shall be in writing and in a form approved by the Association. The Association shall have the right to audit the terminated entity's ’s books and records to verify compliance with this paragraph.

License Term. The license granted by this Agreement shall remain in effect for a period of one (1) year and shall be automatically extended for additional one (1) year periods upon evidence satisfactory to the Plan and BCBSA that Controlled Affiliate meets the then applicable quality control standards, unless one of the parties hereto notifies the other party of the termination hereof at least sixty (60) days prior to expiration of any license period. This Agreement may be terminated by the Plan or by BCBSA for cause at any time provided that Controlled Affiliate has been given a reasonable opportunity to cure and shall not effect such a cure within thirty (30) days of receiving written notice of the intent to terminate (or commence a cure within such thirty day period and continue diligent efforts to complete the cure if such curing cannot reasonably be completed within such thirty day period). By way of example and not for purposes of limitation, Controlled Affiliate's failure to abide by the quality control provisions of Paragraph 2, above, shall be considered a proper ground for cancellation of this Agreement. This Agreement and all of Controlled Affiliate's ’s rights hereunder shall immediately terminate without any further action by any party or entity in the event that: A. Controlled Affiliate shall no longer comply with Standard No. 1 (Organization and Governance) of Exhibit A or, following an opportunity to cure, with the remaining quality control provisions of Exhibit A, as it may be amended from time-to-time; or B. Plan ceases to be authorized to use the Licensed Marks; or C. Appropriate dues for Controlled Affiliate pursuant to item 8 hereof, which are the royalties for this License Agreement are more than sixty (60) days in arrears to BCBSA. Upon termination of this Agreement for cause or otherwise, Controlled Affiliate agrees that it shall immediately discontinue all use of the Licensed Marks including any use in its trade name. In the event of any disagreement between Plan and BCBSA as to whether grounds exist for termination or as to any other term or condition hereof, the decision of BCBSA shall control, subject to provisions for mediation or mandatory dispute resolution in effect between the parties. Upon termination of this Agreement, Licensed Controlled Affiliate shall immediately notify all of its customers that it is no longer a licensee of the Blue Cross and Blue Shield Association and provide instruction on how the customer can contact the Blue Cross and Blue Shield Association or a designated licensee to obtain further information on securing coverage. The written notification required by this paragraph shall be in writing and in a form approved by the Association. The Association shall have the right to audit the terminated entity's books and records to verify compliance with this paragraph.

License Term. The license granted by this Agreement shall remain in effect for a period of one (1) year and shall be automatically extended for additional one (1) year periods upon evidence satisfactory to the Plan and BCBSA that Controlled Affiliate meets the then applicable quality control standards, unless one of the parties hereto notifies the other party of the termination hereof at least sixty (60) days prior to expiration of any license period. This Agreement may be terminated by the Plan or by BCBSA for cause at any time provided that Controlled Affiliate has been given a reasonable opportunity to cure and shall not effect such a cure within thirty (30) days of receiving written notice of the intent to terminate (or commence a cure within such thirty day period and continue diligent efforts to complete the cure if such curing cannot reasonably be completed within such thirty day period). By way of example and not for purposes of limitation, Controlled Affiliate's failure to abide by the quality control provisions of Paragraph 2, above, shall be considered a proper ground for cancellation of this Agreement. This Agreement and all of Controlled Affiliate's rights hereunder shall immediately terminate without any further action by any party or entity in the event that:. A. Controlled Affiliate shall no longer comply with Standard No. 1 (Organization and Governance) of Exhibit A or, following an opportunity to cure, with the remaining quality control provisions of Exhibit A, as it may be amended from time-to-time; or B. Plan ceases to be authorized to use the Licensed Marks; or C. Appropriate dues for Controlled Affiliate pursuant to item 8 hereof, which are the royalties for this License Agreement are more than sixty (60) days in arrears to BCBSA. Upon termination of this Agreement for cause or otherwise, Controlled Affiliate agrees that it shall immediately discontinue all use of the Licensed Marks including any use in its trade name. In the event of any disagreement between Plan and BCBSA as to whether grounds exist for termination or as to any other term or condition hereof, the decision of BCBSA shall control, subject to provisions for mediation or mandatory dispute resolution in effect between the parties. Upon termination of this Agreement, Licensed Controlled Affiliate shall immediately notify all of its customers that it is no longer a licensee of the Blue Cross and Blue Shield Association and provide instruction on how the customer can contact the Blue Cross and Blue Shield Association or a designated licensee to obtain further information on securing coverage. The written notification required by this paragraph shall be in writing and in a form approved by the Association. The Association shall have the right to audit the terminated entity's books and records to verify compliance with this paragraph.

License Term. The license granted by this Agreement shall remain in effect for a period of one (1) year and shall be automatically extended for additional one (1) year periods upon evidence satisfactory to the Plan and BCBSA that Controlled Affiliate meets the then applicable quality control standardsperiods, unless one of the parties hereto notifies the other party of the termination hereof at least sixty (60) days prior to expiration of any license period, or unless otherwise terminated pursuant to the provisions herein. This Agreement may be terminated by the Plan or by BCBSA for cause at any time provided that Controlled Affiliate has been given a reasonable opportunity to cure and shall not effect such a cure within thirty (30) days of receiving written notice of the intent to terminate (or commence a cure within such thirty day period and continue diligent efforts to complete the cure if such curing cannot reasonably be completed within such thirty day period). By way of example and not for purposes of limitation, Controlled Affiliate's failure to abide by the quality control provisions of Paragraph 2, above, shall be considered a proper ground for cancellation of this Agreement. This Agreement and all of Controlled Affiliate's rights hereunder shall immediately terminate without any further action by any party or entity in the event that: A. Controlled Affiliate shall no longer comply with Standard No. 1 (Organization and Governance) of Exhibit A or, following an opportunity to cure, with the remaining quality control provisions of Exhibit A, as it may be amended from time-to-time; or B. Plan ceases to be authorized to use the Licensed Marks; or C. Appropriate dues for Controlled Affiliate pursuant to item 8 hereof, which are the royalties for this License Agreement are more than sixty (60) days in arrears to BCBSA. Upon termination of this Agreement for cause or otherwise, Controlled Affiliate agrees that it shall immediately discontinue all use of the Licensed Marks including any use in its trade name. In the event of any disagreement between Plan and BCBSA as to whether grounds exist for termination or as to any other term or condition hereof, the decision of BCBSA shall control, subject to provisions for mediation or mandatory dispute resolution in effect between the parties. Upon termination of this Agreement, Licensed Controlled Affiliate shall immediately notify all of its customers that it is no longer a licensee of the Blue Cross and Blue Shield Association and provide instruction on how the customer can contact the Blue Cross and Blue Shield Association or a designated licensee to obtain further information on securing coverage. The written notification required by this paragraph shall be in writing and in a form approved by the Association. The Association shall have the right to audit the terminated entity's books and records to verify compliance with this paragraph.

License Term. A. The license granted by this Agreement shall remain in effect for a period of one (1) year and shall be automatically extended for additional one (1) year periods upon evidence satisfactory to the Plan periods, unless either BCBSA or Life and BCBSA that Disability Controlled Affiliate meets the then applicable quality control standards, unless one of the parties hereto notifies the other party in writing of the termination hereof at least sixty (60) days prior to expiration of any license period. . B. This Agreement may be terminated by the Plan or by BCBSA for cause at any time provided that Life and Disability Controlled Affiliate has been given a reasonable opportunity to cure and shall not effect such a cure within thirty (30) days of receiving written notice of the intent to terminate (or commence a cure within such thirty day period and continue diligent efforts to complete the cure if such curing cannot reasonably be completed within such thirty day period). By way of example and not for purposes of limitation, Life and Disability Controlled Affiliate's ’s failure to abide by the conditions regarding use of the Licensed Marks set forth in Section 1 of this Agreement or the quality control provisions of Paragraph 2, above, Section 2 (other than with respect to Section 2 D which is subject to immediate termination as stated in Section 7 C (1) below) shall be considered a proper ground grounds for cancellation termination of this Agreement. . C. This Agreement and all of Life and Disability Controlled Affiliate's ’s rights hereunder shall immediately terminate without any further action by any party or entity in the event that: A. (1) Life and Disability Controlled Affiliate shall no longer comply with Section 2 D (or Standard No. 1 (Organization and Governance) of Exhibit A or, following an opportunity to cure, with the remaining quality control provisions of Exhibit A, as it may be amended from time-to-time); or B. (2) Any Sponsoring Plan ceases to be authorized to use the Licensed Marks; or C. (3) Appropriate dues fees for Life and Disability Controlled Affiliate pursuant to item Section 8 hereof, which are the royalties for of this License Agreement are more than sixty (60) days in arrears to BCBSA. Upon termination of this Agreement for cause or otherwise, Life and Disability Controlled Affiliate agrees that it shall immediately discontinue all use of the Licensed Marks including any use in its trade nameMarks. In the event of any disagreement between Plan Life and Disability Controlled Affiliate and BCBSA as to whether grounds exist for termination or as to any other term or condition hereof, the decision of BCBSA shall control, subject to provisions for mediation or mandatory dispute resolution in effect between the parties. Upon termination of this Agreement, Licensed Life and Disability Controlled Affiliate shall immediately notify all of its customers that it is no longer a licensee of the Blue Cross and Blue Shield Association BCBSA and provide instruction on how the customer can contact the Blue Cross and Blue Shield Association BCBSA or a designated licensee to obtain further information on securing coverage. The written notification required by this paragraph shall be in writing and in a form approved by the AssociationBCBSA. The Association BCBSA shall have the right to audit the terminated entity's ’s books and records to verify compliance with this paragraph.

License Term. The license granted by this Agreement shall remain in effect for a period of one (1) year and shall be automatically extended for additional one (1) year periods upon evidence satisfactory to the Plan and BCBSA that Controlled Affiliate meets the then applicable quality control standards, unless one of the parties hereto notifies the other party of the termination hereof at least sixty (60) days prior to expiration of any license period. This Agreement may be terminated by the Plan or by BCBSA for cause at any time provided that Controlled Affiliate has been given a reasonable opportunity to cure and shall not effect such a cure within thirty (30) days of receiving written notice of the intent to terminate (or commence a cure within such thirty day period and continue diligent efforts to complete the cure if such curing cannot reasonably be completed within such thirty day period). By way of example and not for purposes of limitation, Controlled Affiliate's failure to abide by the quality control provisions of Paragraph 2, above, shall be considered a proper ground for cancellation of this Agreement. This Agreement and all of Controlled Affiliate's ’s rights hereunder shall immediately terminate without any further action by any party or entity in the event that: A. Controlled Affiliate shall no longer comply with Standard No. 1 (Organization and Governance) of Exhibit A or, following an opportunity to cure, with the remaining quality control provisions of Exhibit A, as it may be amended from time-to-timetime‑to‑time; or B. Plan ceases to be authorized to use the Licensed Marks; or C. Appropriate dues for Controlled Affiliate pursuant to item 8 hereof, which are the royalties for this License Agreement are more than sixty (60) days in arrears to BCBSA. Upon termination of this Agreement for cause or otherwise, Controlled Affiliate agrees that it shall immediately discontinue all use of the Licensed Marks including any use in its trade name. In the event of any disagreement between Plan and BCBSA as to whether grounds exist for termination or as to any other term or condition hereof, the decision of BCBSA shall control, subject to provisions for mediation or mandatory dispute resolution in effect between the parties. Upon termination of this Agreement, Licensed Controlled Affiliate shall immediately notify all of its customers that it is no longer a licensee of the Blue Cross and Blue Shield Association and provide instruction on how the customer can contact the Blue Cross and Blue Shield Association or a designated licensee to obtain further information on securing coverage. The written notification required by this paragraph shall be in writing and in a form approved by the Association. The Association shall have the right to audit the terminated entity's books and records to verify compliance with this paragraph.

License Term. The license granted by this Agreement shall remain in effect for a period of one (1) year and shall be automatically extended for additional one (1) year periods upon evidence satisfactory to the Plan and BCBSA that Controlled Affiliate meets the then applicable quality control standards, unless one of the parties hereto notifies the other party of the termination hereof at least sixty (60) days prior to expiration of any license period. This Agreement may be terminated by the Plan or by BCBSA for cause at any time provided that Controlled Affiliate has been given a reasonable opportunity to cure and shall not effect such a cure within thirty (30) days of receiving written notice of the intent to terminate (or commence a cure within such thirty day period and continue diligent efforts to complete the cure if such curing cannot reasonably be completed within such thirty day period). By way of example and not for purposes of limitation, Controlled Affiliate's failure to abide by the quality control provisions of Paragraph 2, above, shall be considered a proper ground for cancellation of this Agreement. This Agreement and all of Controlled Affiliate's rights hereunder shall immediately terminate without any further action by any party or entity in the event that: A. Controlled Affiliate shall no longer comply with Standard No. 1 (Organization and Governance) of Exhibit A or, following an opportunity to cure, with the remaining quality control provisions of Exhibit A, as it may be amended from time-to-timetime‑to‑time; or B. Plan ceases to be authorized to use the Licensed Marks; or C. Appropriate dues for Controlled Affiliate pursuant to item 8 hereof, which are the royalties for this License Agreement are more than sixty (60) days in arrears to BCBSA. Upon termination of this Agreement for cause or otherwise, Controlled Affiliate agrees that it shall immediately discontinue all use of the Licensed Marks including any use in its trade name. In the event of any disagreement between Plan and BCBSA as to whether grounds exist for termination or as to any other term or condition hereof, the decision of BCBSA shall control, subject to provisions for mediation or mandatory dispute resolution in effect between the parties. Upon termination of this Agreement, Licensed Controlled Affiliate shall immediately notify all of its customers that it is no longer a licensee of the Blue Cross and Blue Shield Association and provide instruction on how the customer can contact the Blue Cross and Blue Shield Association or a designated licensee to obtain further information on securing coverage. The written notification required by this paragraph shall be in writing and in a form approved by the Association. The Association shall have the right to audit the terminated entity's books and records to verify compliance with this paragraph.

License Term. The license granted by terms and provisions of this Agreement License shall remain be effective as of the date of this License. The term of this License (the “License Term”) shall be as set forth in effect for a period Item 3.1 of one the Summary, shall commence on the date set forth in Item 3.2 of the Summary (1) year the “License Commencement Date”), and shall be automatically extended for additional one (1) year periods upon evidence satisfactory to terminate on the Plan and BCBSA that Controlled Affiliate meets the then applicable quality control standards, unless one date set forth in Item 3.3 of the parties hereto notifies Summary (the other party “License Expiration Date”) unless this License is sooner terminated as hereinafter provided. For purposes of this License, the term “License Year” shall mean each consecutive twelve (12) month period during the License Term; provided, however, that the last License Year shall end on the License Expiration Date. At any time during the License Term, Licensor may deliver to Licensee a notice in the form as set forth in Exhibit B, attached hereto, as a confirmation only of the termination hereof at least sixty (60) information set forth therein, which Licensee shall execute and return to Licensor within [**] business days prior after receipt thereof. Licensee acknowledges that the rights granted to Licensee hereunder do not constitute a lease or easement of any portion of the Premises or Building, nor do they create a partnership or joint venture between Licensor and Licensee. Licensor hereby reserves the right to grant, renew or extend similar licenses to others. Licensee shall have no right to hold over after the expiration of any license period. This Agreement may be terminated by the Plan or by BCBSA for cause at any time provided that Controlled Affiliate has been given a reasonable opportunity to cure and shall not effect such a cure within thirty (30) days of receiving written notice of the intent to terminate (or commence a cure within such thirty day period and continue diligent efforts to complete the cure if such curing cannot reasonably be completed within such thirty day period). By way of example and not for purposes of limitation, Controlled Affiliate's failure to abide by the quality control provisions of Paragraph 2, above, shall be considered a proper ground for cancellation Term of this AgreementLicense without Licensor’s consent. This Agreement and all of Controlled Affiliate's rights hereunder shall immediately terminate without any further action by any party or entity in If Licensee holds over after the event that: A. Controlled Affiliate shall no longer comply with Standard No. 1 (Organization and Governance) of Exhibit A or, following an opportunity to cure, with the remaining quality control provisions of Exhibit A, as it may be amended from time-to-time; or B. Plan ceases to be authorized to use the Licensed Marks; or C. Appropriate dues for Controlled Affiliate pursuant to item 8 hereof, which are the royalties for this License Agreement are more than sixty (60) days in arrears to BCBSA. Upon termination of this Agreement for cause or otherwise, Controlled Affiliate agrees that it License such holdover shall immediately discontinue be deemed to be upon all use of the Licensed Marks including any use in its trade name. In terms of this License except that the event amount of any disagreement between Plan and BCBSA as the License Fee shall be increased to whether grounds exist for termination or as an amount equal to any other term or condition hereof, [**] percent ([**]%) of the decision of BCBSA shall control, subject to provisions for mediation or mandatory dispute resolution License Fees in effect between immediately prior to the partiestermination. Upon termination If Licensee holds over for more than [**] days, Licensee shall also pay to Licensor all damages actually sustained by Licensor resulting from retention of this Agreement, Licensed Controlled Affiliate shall immediately notify all of its customers that it is no longer a licensee possession by Licensee in excess of the Blue Cross and Blue Shield Association and provide instruction on how double License Fee set forth in the customer can contact the Blue Cross and Blue Shield Association or a designated licensee to obtain further information on securing coverage. The written notification required by this paragraph shall be in writing and in a form approved by the Association. The Association shall have the right to audit the terminated entity's books and records to verify compliance with this paragraphpreceding sentence.

License Term. The license granted by this Agreement shall remain in effect for a period of one (1) year and shall be automatically extended for additional one (1) year periods upon evidence satisfactory to the Plan and BCBSA that Controlled Affiliate meets the then applicable quality control standards, unless one of the parties hereto notifies the other party of the termination hereof at least sixty (60) days prior to expiration of any license period. This Agreement may be terminated by the Plan or by BCBSA for cause at any time provided that Controlled Affiliate has been given a reasonable opportunity to cure and shall not effect such a cure within thirty (30) days of receiving written notice of the intent to terminate (or commence a cure within such thirty day period and continue diligent efforts to complete the cure if such curing cannot reasonably be completed within such thirty day period). By way of example and not for purposes of limitation, Controlled Affiliate's ’s failure to abide by the quality control provisions of Paragraph 2, above, shall be considered a proper ground for cancellation of this Agreement. This Agreement and all of Controlled Affiliate's rights hereunder shall immediately terminate without any further action by any party or entity in the event that:. A. Controlled Affiliate shall no longer comply with Standard No. 1 (Organization and Governance) of Exhibit A or, following an opportunity to cure, with the remaining quality control provisions of Exhibit A, as it may be amended from time-–to-–time; or B. Plan ceases to be authorized to use the Licensed Marks; or C. Appropriate dues for Controlled Affiliate pursuant to item 8 hereof, which are the royalties for this License Agreement are more than sixty (60) days in arrears to BCBSA. Upon termination of this Agreement for cause or otherwise, Controlled Affiliate agrees that it shall immediately discontinue all use of the Licensed Marks including any use in its trade name. In the event of any disagreement between Plan and BCBSA as to whether grounds exist for termination or as to any other term or condition hereof, the decision of BCBSA shall control, subject to provisions for mediation or mandatory dispute resolution in effect between the parties. Upon termination of this Agreement, Licensed Controlled Affiliate shall immediately notify all of its customers that it is no longer a licensee of the Blue Cross and Blue Shield Association and provide instruction on how the customer can contact the Blue Cross and Blue Shield Association or a designated licensee to obtain further information on securing coverage. The written notification required by this paragraph shall be in writing and in a form approved by the Association. The Association shall have the right to audit the terminated entity's ’s books and records to verify compliance with this paragraph.

License Term. The license granted by this Agreement shall remain in effect for a period of one (1) year and shall be automatically extended for additional one (1) year periods upon evidence satisfactory to the Plan and BCBSA that Controlled Affiliate meets the then applicable quality control standards, unless one of the parties hereto notifies the other party of the termination hereof at least sixty (60) days prior to expiration of any license period. This Agreement may be terminated by the Plan or by BCBSA for cause at any time provided that Controlled Affiliate has been given a reasonable opportunity to cure and shall not effect such a cure within thirty (30) days of receiving written notice of the intent to terminate (or commence a cure within such thirty day period and continue diligent efforts to complete the cure if such curing cannot reasonably be completed within such thirty day period). By way of example and not for purposes of limitation, Controlled Affiliate's failure to abide by the quality control provisions of Paragraph 2, above, shall be considered a proper ground for cancellation of this Agreement. This Agreement and all of Controlled Affiliate's rights hereunder shall immediately terminate without any further action by any party or entity in the event that: A. Controlled Affiliate shall no longer comply with Standard No. 1 (Organization and Governance) of Exhibit A or, following an opportunity to cure, with the remaining quality control provisions of Exhibit A, as it may be amended from time-to-time; or B. Plan ceases to be authorized to use the Licensed Marks; or C. Appropriate dues for Controlled Affiliate pursuant to item 8 hereof, which are the royalties for this License Agreement are more than sixty (60) days in arrears to BCBSA. Upon termination of this Agreement for cause or otherwise, Controlled Affiliate agrees that it shall immediately discontinue all use of the Licensed Marks including any use in its trade name. In the event of any disagreement between Plan and BCBSA as to whether grounds exist for termination or as to any other term or condition hereof, the decision of BCBSA shall control, subject to provisions for mediation or mandatory dispute resolution in effect between the parties. Upon termination of this Agreement, Licensed Controlled Affiliate shall immediately notify all of its customers that it is no longer a licensee of the Blue Cross and Blue Shield Association and provide instruction on how the customer can contact the Blue Cross and Blue Shield Association or a designated licensee to obtain further information on securing coverage. The written notification required by this paragraph shall be in writing and in a form approved by the Association. The Association shall have the right to audit the terminated entity's books and records to verify compliance with this paragraph.

License Term. 2.1 Subject to Licensee’s full and timely compliance with the terms and conditions of this Agreement, Licensor hereby grants to Licensee a limited non-exclusive, non-transferable license to carry, serve, host, index, make searchable, exhibit, present for playback and perform on the terms and conditions set forth herein each Included Program in the Licensed Language on a Video-On-Demand basis during its License Period on the Licensed Service, delivered solely by Authorized Delivery Means in the Approved Format to Customers in the Territory for reception by and exhibition on an Approved Device for Personal Use during the applicable Viewing Period, pursuant solely in each instance to a Customer Transaction and subject at all times to the DRM and Content Protection Requirements set forth in Schedule C and the Usage Rules set forth in Schedule D. Licensor shall not be subject to any holdback at any time with respect to the exploitation of any Included Program in any version, language, territory or medium, or by any transmission means, in any format, to any device in any venue or in any territory. [define or describe a holdback] 2.2 The term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license granted by this Agreement programs hereunder shall remain in effect commence on , 2010, and shall terminate on the day immediately preceding the first anniversary thereof (“Initial Avail Term”). Thereafter, the Initial Avail Term shall automatically be extended for a one-year period of one (1an “Extension Period”) year and shall be automatically extended for additional one (1) year periods upon evidence satisfactory to the Plan and BCBSA that Controlled Affiliate meets the then applicable quality control standardsunless Licensoreither party, unless one of the parties hereto notifies in its sole discretion, gives Licensee the other party written notice of the termination hereof non-extension at least sixty ninety (6090) days prior to the expiration of any license periodInitial Avail Term. This Agreement may be terminated by The Initial Avail Term, together with the Plan or by BCBSA for cause at any time provided that Controlled Affiliate has been given a reasonable opportunity to cure and shall not effect such a cure within thirty (30) days of receiving written notice of the intent to terminate (or commence a cure within such thirty day period and continue diligent efforts to complete the cure Extension Period, if such curing cannot reasonably be completed within such thirty day period). By way of example and not for purposes of limitation, Controlled Affiliate's failure to abide by the quality control provisions of Paragraph 2, aboveany, shall be considered a proper ground for cancellation the “Avail Term” of this Agreement. This Agreement and all of Controlled Affiliate's rights hereunder Each 12-month period during the Avail Term thereafter shall immediately terminate without any further action by any party or entity in the event that: A. Controlled Affiliate shall no longer comply with Standard No. 1 (Organization and Governance) of Exhibit A or, following be an opportunity to cure, “Avail Year,” with the remaining quality control provisions first such Avail Year being “Avail Year 1” and the second, if any, being “Avail Year 2.” It is acknowledged that the License Period for each Included Program may expire after the end of Exhibit A, as it may be amended from time-to-time; orthe Avail Term. B. Plan ceases 2.3 The “Term” of this Agreement shall commence on the Effective Date and shall expire on the earlier to be authorized occur of (a) the last day of the last License Viewing Period to use expire hereunder after the Licensed Marks; or C. Appropriate dues for Controlled Affiliate pursuant to item 8 hereof, which are end of the royalties for this License Agreement are more than sixty final Avail Term or (60b) days in arrears to BCBSA. Upon the earlier termination of this Agreement for cause in accordance with the terms hereof. 2.4 The termination or otherwise, Controlled Affiliate agrees that it shall immediately discontinue all use expiration of the Licensed Marks including Term, Avail Term or any use License Period shall not affect any of the provisions of this Agreement which are expressly or by implication to come into or continue in its trade name. In the event of any disagreement between Plan and BCBSA as to whether grounds exist for force after such termination or as to any other term or condition hereof, the decision of BCBSA shall control, subject to provisions for mediation or mandatory dispute resolution in effect between the parties. Upon termination of this Agreement, Licensed Controlled Affiliate shall immediately notify all of its customers that it is no longer a licensee of the Blue Cross and Blue Shield Association and provide instruction on how the customer can contact the Blue Cross and Blue Shield Association or a designated licensee to obtain further information on securing coverage. The written notification required by this paragraph shall be in writing and in a form approved by the Association. The Association shall have the right to audit the terminated entity's books and records to verify compliance with this paragraphexpiration.

License Term. A. The license granted by this Agreement shall remain in effect for a period of one (1) year and shall be automatically extended for additional one (1) year periods upon evidence satisfactory to the Plan periods, unless either BCBSA or Life and BCBSA that Disability Controlled Affiliate meets the then applicable quality control standards, unless one of the parties hereto notifies the other party in writing of the termination hereof at least sixty (60) days prior to expiration of any license period. . B. This Agreement may be terminated by the Plan or by BCBSA for cause at any time provided that Life and Disability Controlled Affiliate has been given a reasonable opportunity to cure and shall not effect such a cure within thirty (30) days of receiving written notice of the intent to terminate (or commence a cure within such thirty day period and continue diligent efforts to complete the cure if such curing cannot reasonably be completed within such thirty day period). By way of example and not for purposes of limitation, Life and Disability Controlled Affiliate's failure to abide by the conditions regarding use of the Licensed Marks set forth in Section 1 of this Agreement or the quality control provisions of Paragraph 2, above, Section 2 (other than with respect to Section 2 D which is subject to immediate termination as stated in Section 7 C (1) below) shall be considered a proper ground grounds for cancellation termination of this Agreement. . C. This Agreement and all of Life and Disability Controlled Affiliate's rights hereunder shall immediately terminate without any further action by any party or entity in the event that: A. (i) Life and Disability Controlled Affiliate shall no longer comply with Section 2 D (or Standard No. 1 (Organization and Governance) of Exhibit A or, following an opportunity to cure, with the remaining quality control provisions of Exhibit A, as it may be amended from time-to-time); or B. (ii) Any Sponsoring Plan ceases to be authorized to use the Licensed Marks; or C. (iii) Appropriate dues fees for Life and Disability Controlled Affiliate pursuant to item Section 8 hereof, which are the royalties for of this License Agreement are more than sixty (60) days in arrears to BCBSA. Upon termination of this Agreement for cause or otherwise, Life and Disability Controlled Affiliate agrees that it shall immediately discontinue all use of the Licensed Marks including any use in its trade nameMarks. In the event of any disagreement between Plan Life and Disability Controlled Affiliate and BCBSA as to whether grounds exist for termination or as to any other term or condition hereof, the decision of BCBSA shall control, subject to provisions for mediation or mandatory dispute resolution in effect between the parties. Upon termination of this Agreement, Licensed Life and Disability Controlled Affiliate shall immediately notify all of its customers that it is no longer a licensee of the Blue Cross and Blue Shield Association BCBSA and provide instruction on how the customer can contact the Blue Cross and Blue Shield Association BCBSA or a designated licensee to obtain further information on securing coverage. The written notification required by this paragraph shall be in writing and in a form approved by the AssociationBCBSA. The Association BCBSA shall have the right to audit the terminated entity's books and records to verify compliance with this paragraph.

License Term. The license granted by this Agreement shall remain in effect for a period of one (1) year and shall be automatically extended for additional one (1) year periods upon evidence satisfactory to the Plan and BCBSA that Controlled Affiliate meets the then applicable quality control standardsperiods, unless one of the parties hereto notifies the other party of the termination hereof at least sixty (60) days prior to expiration of any license period, or unless otherwise terminated pursuant to the provisions herein. This Agreement may be terminated by the Plan or by BCBSA for cause at any time provided that Controlled Affiliate has been given a reasonable opportunity to cure and shall not effect such a cure within thirty (30) days of receiving written notice of the intent to terminate (or commence a cure within such thirty day period and continue diligent efforts to complete the cure if such curing cannot reasonably be completed within such thirty day period). By way of example and not for purposes of limitation, Controlled Affiliate's failure to abide by the quality control provisions of Paragraph 2, above, shall be considered a proper ground for cancellation of this Agreement. This Agreement and all of Controlled Affiliate's rights hereunder shall immediately terminate without any further action by any party or entity in the event that: A. Controlled Affiliate shall no longer comply with Standard No. 1 (Organization and Governance) of Exhibit A or, following an opportunity to cure, with the remaining quality control provisions of Exhibit A, as it may be amended from time-time- to-time; or B. Plan ceases to be authorized to use the Licensed Marks; or C. Appropriate dues for Controlled Affiliate pursuant to item 8 hereof, which are the royalties for this License Agreement are more than sixty (60) days in arrears to BCBSA. Upon termination of this Agreement for cause or otherwise, Controlled Affiliate agrees that it shall immediately discontinue all use of the Licensed Marks including any use in its trade name. In the event of any disagreement between Plan and BCBSA as to whether grounds exist for termination or as to any other term or condition hereof, the decision of BCBSA shall control, subject to provisions for mediation or mandatory dispute resolution in effect between the parties. Upon termination of this Agreement, Licensed Controlled Affiliate shall immediately notify all of its customers that it is no longer a licensee of the Blue Cross and Blue Shield Association and provide instruction on how the customer can contact the Blue Cross and Blue Shield Association or a designated licensee to obtain further information on securing coverage. The written notification required by this paragraph shall be in writing and in a form approved by the Association. The Association shall have the right to audit the terminated entity's books and records to verify compliance with this paragraph.

License Term. A. The license granted by this Agreement shall remain in effect for a period of one (1) year and shall be automatically extended for additional one (1) year periods upon evidence satisfactory to the Plan periods, unless either BCBSA or Life and BCBSA that Disability Controlled Affiliate meets the then applicable quality control standards, unless one of the parties hereto notifies the other party in writing of the termination hereof at least sixty (60) days prior to expiration of any license period. . B. This Agreement may be terminated by the Plan or by BCBSA for cause at any time provided that Life and Disability Controlled Affiliate has been given a reasonable opportunity to cure and shall not effect such a cure within thirty (30) days of receiving written notice of the intent to terminate (or commence a cure within such thirty day period and continue diligent efforts to complete the cure if such curing cannot reasonably be completed within such thirty day period). By way of example and not for purposes of limitation, Life and Disability Controlled Affiliate's failure to abide by the conditions regarding use of the Licensed Marks set forth in Section 1 of this Agreement or the quality control provisions of Paragraph 2, above, Section 2 (other than with respect to Section 2 D which is subject to immediate termination as stated in Section 7 C (1) below) shall be considered a proper ground grounds for cancellation termination of this Agreement. . C. This Agreement and all of Life and Disability Controlled Affiliate's rights hereunder shall immediately terminate without any further action by any party or entity in the event that: A. (1) Life and Disability Controlled Affiliate shall no longer comply with Section 2 D (or Standard No. 1 (Organization and Governance) of Exhibit A or, following an opportunity to cure, with the remaining quality control provisions of Exhibit A, as it may be amended from time-to-time); or B. (2) Any Sponsoring Plan ceases to be authorized to use the Licensed Marks; or C. (3) Appropriate dues fees for Life and Disability Controlled Affiliate pursuant to item Section 8 hereof, which are the royalties for of this License Agreement are more than sixty (60) days in arrears to BCBSA. Upon termination of this Agreement for cause or otherwise, Life and Disability Controlled Affiliate agrees that it shall immediately discontinue all use of the Licensed Marks including any use in its trade nameMarks. In the event of any disagreement between Plan Life and Disability Controlled Affiliate and BCBSA as to whether grounds exist for termination or as to any other term or condition hereof, the decision of BCBSA shall control, subject to provisions for mediation or mandatory dispute resolution in effect between the parties. Upon termination of this Agreement, Licensed Life and Disability Controlled Affiliate shall immediately notify all of its customers that it is no longer a licensee of the Blue Cross and Blue Shield Association BCBSA and provide instruction on how the customer can contact the Blue Cross and Blue Shield Association BCBSA or a designated licensee to obtain further information on securing coverage. The written notification required by this paragraph shall be in writing and in a form approved by the AssociationBCBSA. The Association BCBSA shall have the right to audit the terminated entity's ’s books and records to verify compliance with this paragraph.

License Term. The license granted by this Agreement shall remain in effect for a period of one (1) year and shall be automatically extended for additional one (1) year periods upon evidence satisfactory to the Plan and BCBSA that Controlled Affiliate meets the then applicable quality control standards, unless one of the parties hereto notifies the other party of the termination hereof at least sixty (60) days prior to expiration of any license period. This Agreement may be terminated by the Plan or by BCBSA for cause at any time provided that Controlled Affiliate has been given a reasonable opportunity to cure and shall not effect such a cure within thirty (30) days of receiving written notice of the intent to terminate (or commence a cure within such thirty day period and continue diligent efforts to complete the cure if such curing cannot reasonably be completed within such thirty day period). By way of example and not for purposes of limitation, Controlled Affiliate's ’s failure to abide by the quality control provisions of Paragraph 2, above, shall be considered a proper ground for cancellation of this Agreement. This Agreement and all of off Controlled Affiliate's rights hereunder shall immediately terminate without any further action by any party or entity in the event that: A. Controlled Affiliate shall no longer comply with Standard No. 1 (Organization and Governance) of Exhibit A or, following an opportunity to cure, with the remaining quality control provisions of Exhibit A, as it may be amended from time-–to-–time; or B. Plan ceases to be authorized to use the Licensed Marks; or C. Appropriate dues for Controlled Affiliate pursuant to item 8 hereof, which are the royalties for this License Agreement are more than sixty (60) days in arrears to BCBSA. Upon termination of this Agreement for cause or otherwise, Controlled Affiliate agrees that it shall immediately discontinue all use of the Licensed Marks including any use in its trade name. In the event of any disagreement between Plan and BCBSA as to whether grounds exist for termination or as to any other term or condition hereof, the decision of BCBSA shall control, subject to provisions for mediation or mandatory dispute resolution in effect between the parties. Upon termination of this Agreement, Licensed Controlled Affiliate shall immediately notify all of its customers that it is no longer a licensee of the Blue Cross and Blue Shield Association and provide instruction on how the customer can contact the Blue Cross and Blue Shield Association or a designated licensee to obtain further information on securing coverage. The written notification required by this paragraph shall be in writing and in a form approved by the Association. The Association shall have the right to audit the terminated entity's ’s books and records to verify compliance with this paragraph.

License Term. The license granted by (a) This Article 2 shall commence on the Effective Date and shall, unless earlier terminated in accordance with this Agreement shall remain in effect for a period of one (1) year and shall be automatically extended for additional one (1) year periods upon evidence satisfactory Section 2.5, continue, with respect to the Plan Licensed Patents, until the last to expire of such Licensed Patents, and BCBSA that Controlled Affiliate meets with respect to the then applicable quality control standardsLicensed Intellectual Property, unless one in perpetuity (the “License Term”). (b) In the event of a material breach by Purchaser of an Assumed Contract, Retained Interest or the parties hereto notifies the other party of the termination hereof at least sixty (60) days prior to expiration of any license period. This Agreement may be terminated by the Plan or by BCBSA for cause at any time provided that Controlled Affiliate has been given a reasonable opportunity to cure and Transition Services Agreement, Seller shall not effect such a cure within provide thirty (30) days of receiving days’ written notice to Purchaser identifying such breach or default. If such breach or default is not cured at the end of such thirty (30) day period or, if such breach or default is incapable of being cured within such period and Purchaser has not begun substantial efforts to cure such breach or default then Seller may, in its sole discretion and at any time following such thirty (30) day period terminate the exclusivity of the intent license granted in this Article 2 only relating to terminate the material breach with respect to such breached Assumed Contract or Retained Interest. (or commence a cure within such thirty day period and continue diligent efforts to complete the cure if such curing cannot reasonably be completed within such thirty day period). By way of example and not for purposes of limitation, Controlled Affiliate's failure to abide by the quality control provisions of Paragraph 2, above, shall be considered a proper ground for cancellation of this Agreement. This Agreement and all of Controlled Affiliate's rights hereunder shall immediately terminate without any further action by any party or entity in the event that: A. Controlled Affiliate shall no longer comply with Standard No. 1 (Organization and Governancec) of Exhibit A or, following an opportunity to cure, with the remaining quality control provisions of Exhibit A, as it may be amended from time-to-time; or B. Plan ceases to be authorized to use the Licensed Marks; or C. Appropriate dues for Controlled Affiliate pursuant to item 8 hereof, which are the royalties for this License Agreement are more than sixty (60) days in arrears to BCBSA. Upon termination of this Agreement for cause or otherwise, Controlled Affiliate agrees that it shall immediately discontinue all use of the Licensed Marks including any use in its trade name. In the event of a Willful and Material Breach by Purchaser under this Article 2 or Section 6.9, Seller shall provide thirty (30) days’ written notice to Purchaser of such Willful and Material Breach. If such Willful and Material Breach is not cured at the end of such thirty (30) day period or is not capable of being cured or, if such Willful and Material Breach is incapable of being cured within such period but can be cured and Purchaser has not begun substantial efforts to cure such Willful and Material Breach then Seller may, in its sole discretion and at any disagreement between Plan time following such thirty (30) day period terminate this Article 2 and BCBSA as to whether grounds exist for termination the licenses granted herein. For the purposes of this Section 2.5, “Willful and Material Breach” shall mean a material breach that is a consequence of an act undertaken by the Purchaser with the knowledge that the taking of such act would, or as to any other term or condition hereofwould be reasonably be expected to, the decision of BCBSA shall control, subject to provisions for mediation or mandatory dispute resolution in effect between the parties. Upon termination cause a breach of this Agreement, Licensed Controlled Affiliate shall immediately notify all of its customers that it is no longer a licensee of the Blue Cross and Blue Shield Association and provide instruction on how the customer can contact the Blue Cross and Blue Shield Association or a designated licensee to obtain further information on securing coverage. The written notification required by this paragraph shall be in writing and in a form approved by the Association. The Association shall have the right to audit the terminated entity's books and records to verify compliance with this paragraph.

License Term. The license granted by this Agreement (a) This Article 2 shall remain in effect for a period of one (1) year commence on the Effective Date and shall be automatically extended for additional one (1) year periods upon evidence satisfactory to the Plan and BCBSA that Controlled Affiliate meets the then applicable quality control standardsshall, unless one earlier terminated in accordance with this Section 2.6, continue in perpetuity (the “License Term”). (b) In the event of a willful breach by Purchaser under this Article 2, Seller shall provide ninety (90) days’ written notice to Purchaser identifying such breach or default. If such willful breach or default is not cured at the parties hereto notifies the other party end of the termination hereof at least sixty such ninety (6090) days prior day period or, if such willful breach or default is incapable of being cured within such period and Purchaser has not begun substantial efforts to expiration of any license period. This Agreement may be terminated by the Plan cure such willful breach or by BCBSA for cause default then Seller may, in its sole discretion and at any time provided that Controlled Affiliate has been given a reasonable opportunity to cure and shall not effect following such a cure within thirty ninety (3090) days of receiving written notice of the intent to terminate (or commence a cure within such thirty day period terminate this Article 2 and continue diligent efforts the licenses granted herein. For purposes of clarity, “willful breach” means a material breach that is a consequence of an act or failure to complete act undertaken by Purchaser with actual knowledge, or the cure if such curing cannot knowledge that a Person acting reasonably under the circumstances should have, that Purchaser’s act or failure to act would, or would reasonably be completed within such thirty day period). By way of example and not for purposes of limitationexpected to, Controlled Affiliate's failure to abide by the quality control provisions of Paragraph 2, above, shall be considered constitute a proper ground for cancellation breach of this Agreement. (c) The termination of Article 2 pursuant to this Section 2.6(c) shall not release Purchaser from any liability, debt, claim or cause of action accruing against Purchaser under this Article 2 or other consequences arising from any breach or violation of the terms of this Article 2 prior to such termination, nor shall any such termination release Purchaser from its obligations or duties under this Article 2 or otherwise under this Agreement which, by their terms or expressed intent or by their nature would be expected to survive any termination. This Agreement and all of Controlled Affiliate's rights hereunder shall immediately terminate without any further action by any party or entity in the event that: A. Controlled Affiliate shall no longer comply with Standard No. 1 (Organization and Governance) of Exhibit A or, following an opportunity to cure, with the remaining quality control All provisions of Exhibit A, as it this Article 2 that set forth such obligations or duties and such other general or procedural provisions that may be amended from time-to-time; or B. Plan ceases relevant to be authorized any attempt to use the Licensed Marks; or C. Appropriate dues for Controlled Affiliate pursuant to item 8 hereof, which are the royalties for this License Agreement are more than sixty (60) days in arrears to BCBSA. Upon enforce such obligations or duties shall survive any such termination of this Agreement for cause Article 2 until such obligations or otherwiseduties shall have been performed or discharged in full. (d) Upon termination under this Article 2, Controlled Affiliate agrees that it (i) the licenses granted in Section 2.1 shall immediately discontinue terminate, and (ii) all use notes, compilations, and other types of extracts that contain or relate to the Licensed Intellectual Property or Confidential Information shall be returned to Seller by Purchaser within forty-five (45) calendar days following any such termination and the return of all such materials shall be certified by an officer of Purchaser in writing delivered to Seller within such forty-five (45) calendar day period. However, until such txxx Xxxxxx is able to transition the business back to Seller fully, Purchaser will (i) continue to sell any Licensed Products and Improvements in possession of the Purchaser on the date of termination, (ii) complete the production of Licensed Marks including any use Products and Improvements then in its trade namethe process of production and sell the same, and (iii) continue to satisfy warranty and other claims with respect to Licensed Products and Improvements sold by Purchaser. In the event the transition back Purchaser needs the Licensed Intellectual Property or Confidential Information needs to be retained by Purchaser longer than the forty-five (45) calendar day period, Seller will provide written consent to extend the period. Any damages incurred by Seller during the transition period will be the responsibility of any disagreement between Plan and BCBSA Purchaser as to whether grounds exist for termination or as to any other term or condition hereof, set forth in the decision of BCBSA shall control, subject to provisions for mediation or mandatory dispute resolution in effect between the parties. Upon termination of this Agreement, Licensed Controlled Affiliate shall immediately notify all of its customers that it is no longer a licensee of the Blue Cross and Blue Shield Association and provide instruction on how the customer can contact the Blue Cross and Blue Shield Association or a designated licensee to obtain further information on securing coverage. The written notification required by this paragraph shall be in writing and in a form approved by the Association. The Association shall have the right to audit the terminated entity's books and records to verify compliance with this paragraphTransition Services Agreements.

License Term. The license terms and provisions of this License shall be effective as of the date of this License. The term of this License (the “License Term”) shall be as set forth in Item 3.1 of the Summary, shall commence on the date set forth in Item 3.2 of the Summary (the “License Commencement Date”), and shall terminate on the date set forth in Item 3.3 of the Summary (the “License Expiration Date”) unless this License is sooner terminated as hereinafter provided. For purposes of this License, the term “License Year” shall mean each consecutive twelve (12) month period during the License Term; provided, however, that the last License Year shall end on the License Expiration Date. At any time during the License Term, Licensor may deliver to Licensee a notice in the form as set forth in Exhibit B, attached hereto, as a confirmation only of the information set forth therein, which Licensee shall execute and return to Licensor within five (5) business days after receipt thereof. Licensee acknowledges that the rights granted by to Licensee hereunder do not constitute a lease or casement of any portion of the Premises or Building, nor do they create a partnership or joint venture between Licensor and Licensee. Licensor hereby reserves the right to grant, renew or extend similar licenses to others. Licensee shall have no right to hold over after the expiration of the Term of this Agreement License without Licensor’s consent. If Licensee holds over after the termination of this License such holdover shall remain be deemed to be upon all of the terms of this License except that the amount of the License Fee shall be increased to an amount equal to two hundred percent (200%) of the License Fees in effect for a period of one (1) year and shall be automatically extended for additional one (1) year periods upon evidence satisfactory immediately prior to the Plan and BCBSA that Controlled Affiliate meets the then applicable quality control standards, unless one of the parties hereto notifies the other party of the termination hereof at least sixty (60) days prior to expiration of any license periodtermination. This Agreement may be terminated by the Plan or by BCBSA If Licensee holds over for cause at any time provided that Controlled Affiliate has been given a reasonable opportunity to cure and shall not effect such a cure within more than thirty (30) days days, Licensee shall also pay to Licensor all damages actually sustained by Licensor resulting from retention of receiving written notice possession by Licensee in excess of the intent to terminate (or commence a cure within such thirty day period and continue diligent efforts to complete the cure if such curing cannot reasonably be completed within such thirty day period). By way of example and not for purposes of limitation, Controlled Affiliate's failure to abide by the quality control provisions of Paragraph 2, above, shall be considered a proper ground for cancellation of this Agreement. This Agreement and all of Controlled Affiliate's rights hereunder shall immediately terminate without any further action by any party or entity double License Fee set forth in the event that: A. Controlled Affiliate shall no longer comply with Standard No. 1 (Organization and Governance) of Exhibit A or, following an opportunity to cure, with the remaining quality control provisions of Exhibit A, as it may be amended from time-to-time; or B. Plan ceases to be authorized to use the Licensed Marks; or C. Appropriate dues for Controlled Affiliate pursuant to item 8 hereof, which are the royalties for this License Agreement are more than sixty (60) days in arrears to BCBSA. Upon termination of this Agreement for cause or otherwise, Controlled Affiliate agrees that it shall immediately discontinue all use of the Licensed Marks including any use in its trade name. In the event of any disagreement between Plan and BCBSA as to whether grounds exist for termination or as to any other term or condition hereof, the decision of BCBSA shall control, subject to provisions for mediation or mandatory dispute resolution in effect between the parties. Upon termination of this Agreement, Licensed Controlled Affiliate shall immediately notify all of its customers that it is no longer a licensee of the Blue Cross and Blue Shield Association and provide instruction on how the customer can contact the Blue Cross and Blue Shield Association or a designated licensee to obtain further information on securing coverage. The written notification required by this paragraph shall be in writing and in a form approved by the Association. The Association shall have the right to audit the terminated entity's books and records to verify compliance with this paragraphpreceding sentence.

License Term. a. The license granted by Initial Period begins on the effective date of this Agreement shall remain in effect for a period of one (1) year and shall be automatically extended for additional one (1) year periods upon evidence satisfactory will extend at least to the Plan and BCBSA that Controlled Affiliate meets the then applicable quality control standards, unless one end of the parties hereto notifies the other party of the termination hereof Startup Time, when it will terminate if TTL fails to notify Mr. Xxxxxxxxxx xx writing at least sixty (60) days prior to expiration of any license period. This Agreement may be terminated by the Plan or by BCBSA for cause at any time provided that Controlled Affiliate has been given a reasonable opportunity to cure and shall not effect such a cure within thirty (30) days theretofore that TTL elects to continue for the rest of receiving the Initial Period. Such notice would extend the Initial Period to end on the anniversary of the License Agreement in the year 2001. b. Unless sooner terminated, the License Term may continue for a succeeding Renewal Period, from the end of the Initial Period or of any Renewal Period, at the election of TTL if then in good standing; such election to be made by TTL giving written notice to Mr. Xxxxxxxxxx xxxhin the last calendar quarter of the intent any Period, of intention to terminate (or commence a cure within such thirty day period and continue diligent efforts to complete the cure if such curing cannot reasonably be completed within such thirty day period). By way of example and not for purposes of limitation, Controlled Affiliate's failure to abide by the quality control provisions of Paragraph 2, above, shall be considered a proper ground for cancellation of this Agreement. This Agreement and all of Controlled Affiliate's rights hereunder shall immediately terminate without any further action by any party or entity in the event that: A. Controlled Affiliate shall no longer comply with Standard No. 1 (Organization and Governance) of Exhibit A or, following an opportunity to cure, with the remaining quality control provisions of Exhibit A, as it may be amended from time-to-time; or B. Plan ceases to be authorized to use the Licensed Marks; or C. Appropriate dues for Controlled Affiliate pursuant to item 8 hereof, which are the royalties for this License Agreement are more than sixty (60) days in arrears to BCBSA. Upon termination of this Agreement for cause or otherwisea succeeding Renewal Period, Controlled Affiliate agrees that it shall immediately discontinue all use beginning on the first day of January of the Licensed Marks including any use in its trade name. In the event of any disagreement between Plan next year and BCBSA continuing for three (3) more years. c. The License Term shall continue from Period to Period so long as to whether grounds exist for termination TTL timely renews, or as to any other term or condition hereof, the decision of BCBSA shall control, subject to provisions for mediation or mandatory dispute resolution in effect between the parties. Upon termination of this Agreement, Licensed Controlled Affiliate shall immediately notify all of its customers until Mr. Rchardson gives TTL notice that it TTL is no longer in good standing because of a licensee specified breach or default of the Blue Cross and Blue Shield Association and provide instruction on how the customer can contact the Blue Cross and Blue Shield Association one or a designated licensee to obtain further information on securing coverage. The written notification required by more of TTL's obligations under this paragraph shall be in writing and in a form approved by the Association. The Association Agreement; TTL shall have the right to audit remedy any such breach or default within forty-five (45) days thereafter or by the terminated entitydue For TTL LM 4 For Tunnel Bats: Initials ---- -------- 5 date of the next quarterly report by TTL (whichever is later) to return to good standing as to such breach or default Likewise, if Mr. Xxxxxxxxxx xxxuld be in breach or default of one or more of Mr. Xxxxxxxxxx'x xxxigations under this Agreement, Mr. Xxxxxxxxxx xxxll have the right to remedy any such breach or default within forty-five (45) days thereafter or by the due date of the next quarterly report by TTL (whichever is later) to return to good standing as to such breach or default. d. Obligations of this Agreement that are indicated as surviving beyond the end of a Period or of the License Term shall continue for such time period as may be lawful, despite notice by either party to the other of an election to discontinue either party's books and records participation in or under this Agreement. e. The Term of this Agreement, if not sooner ended by the act of a party or the operation of law, shall end upon expiration of the last to verify compliance with this paragraphexpire of the Licensed Patents, except as TTL is using a TUNNEL BAT trademark, or otherwise as noted below.

License Term. The license granted by this Agreement shall remain in effect for a period of one (1) year and shall be automatically extended for additional one (1) year periods upon evidence satisfactory to the Plan and BCBSA that Controlled Affiliate meets the then applicable quality control standards, unless one of the parties hereto notifies the other party of the termination hereof at least sixty (60) days prior to expiration of any license period. This Agreement may be terminated by the Plan or by BCBSA for cause at any time provided that Controlled Affiliate has been given a reasonable opportunity to cure and shall not effect such a cure within thirty (30) days of receiving written notice of the intent to terminate (or commence a cure within such thirty day period and continue diligent efforts to complete the cure if such curing cannot reasonably be completed within such thirty day period). By way of example and not for purposes of limitation, Controlled Affiliate's ’s failure to abide by the quality control provisions of Paragraph 2, above, shall be considered a proper ground for cancellation of this Agreement. This Agreement and all of Controlled Affiliate's rights hereunder shall immediately terminate without any further action by any party or entity in the event that:. A. Controlled Affiliate shall no longer comply with Standard No. 1 (Organization and Governance) of Exhibit A or, following an opportunity to cure, with the remaining quality control provisions of Exhibit A, as it may be amended from time-to-time; or B. Plan ceases to be authorized to use the Licensed Marks; or C. Appropriate dues for Controlled Affiliate pursuant to item 8 hereof, which are the royalties for this License Agreement are more than sixty (60) days in arrears to BCBSA. Upon termination of this Agreement for cause or otherwise, Controlled Affiliate agrees that it shall immediately discontinue all use of the Licensed Marks including any use in its trade name. In the event of any disagreement between Plan and BCBSA as to whether grounds exist for termination or as to any other term or condition hereof, the decision of BCBSA shall control, subject to provisions for mediation or mandatory dispute resolution in effect between the parties. Upon termination of this Agreement, Licensed Controlled Affiliate shall immediately notify all of its customers that it is no longer a licensee of the Blue Cross and Blue Shield Association and provide instruction on how the customer can contact the Blue Cross and Blue Shield Association or a designated licensee to obtain further information on securing coverage. The written notification required by this paragraph shall be in writing and in a form approved by the Association. The Association shall have the right to audit the terminated entity's ’s books and records to verify compliance with this paragraph.

License Term. The license granted by this Agreement (a) This Article 2 shall remain in effect for a period of one (1) year commence on the Effective Date and shall be automatically extended for additional one (1) year periods upon evidence satisfactory to the Plan and BCBSA that Controlled Affiliate meets the then applicable quality control standardsshall, unless one earlier terminated in accordance with this Section 2.6, continue in perpetuity (the “License Term”). (b) In the event of a willful breach by Purchaser under this Article 2, Seller shall provide [***] days’ written notice to Purchaser identifying such breach or default. If such breach or default is not cured at the parties hereto notifies the other party end of the termination hereof at least sixty (60) days prior such [***] period or, if such breach or default is incapable of being cured within such period and Purchaser has not begun substantial efforts to expiration of any license period. This Agreement may be terminated by the Plan cure such willful breach or by BCBSA for cause default then Seller may, in its sole discretion and at any time provided following such [***] period terminate this Article 2 and the licenses granted herein. For the purposes of clarity, “willful breach” means a material breach that Controlled Affiliate has been given is a reasonable opportunity consequence of an act or failure to cure and shall not effect such act undertaken by Purchaser with actual knowledge, or the knowledge that a cure within thirty (30) days of receiving written notice of Person acting reasonably under the intent circumstances should have, that Purchaser’s act or failure to terminate (act would, or commence a cure within such thirty day period and continue diligent efforts to complete the cure if such curing cannot would reasonably be completed within such thirty day period). By way of example and not for purposes of limitationexpected to, Controlled Affiliate's failure to abide by the quality control provisions of Paragraph 2, above, shall be considered constitute a proper ground for cancellation breach of this Agreement. (c) The termination of Article 2 pursuant to this Section 2.6(c) shall not release Purchaser from any liability, debt, claim or cause of action accruing against Purchaser under this Article 2 or other consequences arising from any breach or violation of the terms of this Article 2 prior to such termination, nor shall any such termination release Purchaser from its obligations or duties under this Article 2 or otherwise under this Agreement which, by their terms or expressed intent or by their nature would be expected to survive any termination. This Agreement and all of Controlled Affiliate's rights hereunder shall immediately terminate without any further action by any party or entity in the event that: A. Controlled Affiliate shall no longer comply with Standard No. 1 (Organization and Governance) of Exhibit A or, following an opportunity to cure, with the remaining quality control All provisions of Exhibit A, as it this Article 2 that set forth such obligations or duties and such other general or procedural provisions that may be amended from time-to-time; or B. Plan ceases relevant to be authorized any attempt to use the Licensed Marks; or C. Appropriate dues for Controlled Affiliate pursuant to item 8 hereof, which are the royalties for this License Agreement are more than sixty (60) days in arrears to BCBSA. Upon enforce such obligations or duties shall survive any such termination of this Agreement for cause Article 2 until such obligations or otherwiseduties shall have been performed or discharged in full. (d) Upon termination under this Article 2, Controlled Affiliate agrees that it (i) the licenses granted in Section 2.1 shall immediately discontinue terminate, and (ii) all use notes, compilations, and other types of extracts that contain or relate to the Licensed Intellectual Property or Confidential Information shall be returned to Seller by Purchaser within [***] days following any such termination and the return of all such materials shall be certified by an officer of Purchaser in writing delivered to Seller within such [***] day period. However, until such txxx Xxxxxx is able to transition the business back to Seller fully, Purchaser will (i) continue to sell any Licensed Products and Improvements in possession of the Purchaser on the date of termination, (ii) complete the production of Licensed Marks including any use Products and Improvements then in its trade namethe process of production and sell the same, and (iii) continue to satisfy warranty and other claims with respect to Licensed Products and Improvements sold by Purchaser. In the event the transition back Purchaser needs the Licensed Intellectual Property or Confidential Information needs to be retained by Purchaser longer than the [***] day period, Seller will provide written consent to extend the period. Any damages incurred by Seller during the transition period will be the responsibility of any disagreement between Plan and BCBSA Purchaser as to whether grounds exist for termination or as to any other term or condition hereof, set forth in the decision of BCBSA shall control, subject to provisions for mediation or mandatory dispute resolution in effect between the parties. Upon termination of this Transition Services Agreement, Licensed Controlled Affiliate shall immediately notify all of its customers that it is no longer a licensee of the Blue Cross and Blue Shield Association and provide instruction on how the customer can contact the Blue Cross and Blue Shield Association or a designated licensee to obtain further information on securing coverage. The written notification required by this paragraph shall be in writing and in a form approved by the Association. The Association shall have the right to audit the terminated entity's books and records to verify compliance with this paragraph.