Service as Brand Ambassador; Impact on Licensing Agreement Sample Clauses

Service as Brand Ambassador; Impact on Licensing Agreement. (i) As also discussed, effective upon and following your Separation Date, you will continue to provide services as the Brand Ambassador of the Company during the Initial Term (as defined below) and during any extension thereof, as provided below, all pursuant to the provisions of this Letter. Such services will be performed as a non-employee and you and the Company acknowledge and agree that your engagement hereunder shall be on a non-exclusive basis. (ii) In connection with the foregoing, you and the Company both acknowledge and agree that your Name and Likeness Licensing Agreement between the Company and you dated November 5, 2008, as amended as of February 18, 2010, and further amended as of April 1, 2014, is hereby further amended by this Letter as provided below (such agreement as previously amended, and as further amended by this Letter, the “Licensing Agreement”) to provide for the following: (1) the current term of the Licensing Agreement is hereby extended through January 1, 2017 (the “Initial Term”), subject to further automatic one-year extensions (an “Extension Term”) (unless either party provides notice otherwise), all otherwise as in accordance with the current terms set forth in the Licensing Agreement; (2) you will perform services to the Company as a non-employee Brand Ambassador, but in such capacity you will not be spending substantial business time on any of your duties under the Licensing Agreement (i.e., no more than 20% of your time relative to your current job duties as Chief Content Officer); (3) as Brand Ambassador, you will make yourself available, upon reasonable advance notice (which reasonable notice shall take into consideration your business and personal commitments outside of your duties as a Brand Ambassador), for appearances at such events (whether on-air or in person), and such other appearances, as the Chief Executive Officer of the Company may reasonably request, up to no more than twelve (12) such appearances per calendar year (upon reasonable advance notification on appearances that require travel outside of New York City or last for more than half a day in duration); (4) as Brand Ambassador, you shall also continue to participate in the television, movie and other video projects listed on Schedule A attached hereto as Executive Producer, as currently contemplated under the Licensing Agreement, subject to the further provisions set forth in Paragraph 2(b) below, and which provisions shall supersede any requirements r...
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Related to Service as Brand Ambassador; Impact on Licensing Agreement

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  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement. (b) Each Borrower and Guarantor will either exercise any option to renew or extend the term of each material License Agreement to which it is a party in such manner as will cause the term of such material License Agreement to be effectively renewed or extended for the period provided by such option and give prompt written notice thereof to Agent or give Agent prior written notice that such Borrower or Guarantor does not intend to renew or extend the term of any such material License Agreement or that the term thereof shall otherwise be expiring, not less than sixty (60) days prior to the date of any such non-renewal or expiration. In the event of the failure of such Borrower or Guarantor to extend or renew any material License Agreement to which it is a party, Agent shall have, and is hereby granted, the irrevocable right and authority, at its option, to renew or extend the term of such material License Agreement, whether in its own name and behalf, or in the name and behalf of a designee or nominee of Agent or in the name and behalf of such Borrower or Guarantor, as Agent shall determine at any time that an Event of Default shall exist or have occurred and be continuing. Agent may, but shall not be required to, perform any or all of such obligations of such Borrower or Guarantor under any of the License Agreements, including, but not limited to, the payment of any or all sums due from such Borrower or Guarantor thereunder. Any sums so paid by Agent shall constitute part of the Obligations. (c) No Borrower or Guarantor shall assign, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or lien upon, encumber, grant an exclusive or non-exclusive license relating to any Intellectual Property, or otherwise dispose of any Intellectual Property, in each case without the prior written consent of Agent, except that any Borrower or Guarantor may, after written notice to Agent, grant a non-exclusive license relating to any Intellectual Property to another Borrower or Guarantor in the ordinary course of business.

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  • End User License Agreement This work is licensed under a Creative Commons Attribution-NonCommercial-NoDerivs 3.0 Unported License. xxxx://xxxxxxxxxxxxxxx.xxx/licenses/by-nc-nd/3.0/ You are free to: Share: to copy, distribute and transmit the work Under the following conditions: Attribution: You must attribute the work in the manner specified by the author (but not in any way that suggests that they endorse you or your use of the work).

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  • Service Agreements Manager shall negotiate and execute on behalf of Owner such agreements which Manager deems necessary or advisable for the furnishing of utilities, services, concessions and supplies, for the maintenance, repair and operation of the Property and such other agreements which may benefit the Property or be incidental to the matters for which Manager is responsible hereunder.

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