Sub-License Agreement
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THIS AGREEMENT, is made by and between First Trust Advisors, L.P.
("FTA"), whose principle offices are located at 0000 Xxxxxxxxxxx Xxxx, Xxxxx
000, Xxxxx, XX 00000 and First Trust Value Line(R) Dividend Index Fund
("Sub-Licensee"), whose principal offices are located at 0000 Xxxxxxxxxxx Xxxx,
Xxxxx 000, Xxxxx, XX 00000.
WHEREAS, Value Line Publishing, Inc. ("VLPI"), 000 Xxxx 00xx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000 and FTA have previously entered into a separate
agreement dated May 22, 2006, including all amendments, exhibits and schedules
thereto ("License Agreement") concerning use of the Ranks and Marks in relating
to the products described in Exhibit B.2 to the License Agreement ("Products");
WHEREAS, VLPI is a publisher of financial and business information and
compiles, calculates and owns all rights in its indexes, ranks and proprietary
ranking systems as defined in the License Agreement (collectively, the "Ranks");
WHEREAS, VLPI owns and uses in commerce the registered and common law
trade or service names or marks listed in Exhibit A of the License Agreement
(collectively, the "Marks");
WHEREAS, FTA seeks to sublicense the Ranks and Marks to First Trust
Value Line(R) Dividend Index Fund pursuant to the terms and conditions of this
Agreement; and
WHEREAS, Sub-Licensee is a necessary participant in the Products.
NOW THEREFORE, in consideration of the premises and the mutual
covenants and conditions herein contained, Sub-Licensee and FTA, intending to be
legally bound agree as follows:
Section 1. Scope of Sub-License. FTA hereby grants to Sub-Licensee a
non-exclusive and non-transferable sublicense to the Ranks and Marks in
connection with the First Trust Value Line(R) Dividend Index Fund, a series of
the First Trust Exchange-Traded Fund. Sub-Licensee hereby acknowledges that it
has received, reviewed and understands the License Agreement entered into
between FTA and VLPI relating to use of the Ranks and Marks. Except as noted
herein, Sub-Licensee hereby agrees to obligate itself to all the terms,
conditions and obligations of that License Agreement as if Sub-Licensee were the
Licensee under the Agreement. Sub-Licensee agrees that VLPI may exercise any
rights against Sub-Licensee (including, for example, limitation of liability or
indemnification rights) VLPI has against FTA to the same extent as if
Sub-Licensee were directly contracting VLPI. Sub-Licensee agrees it will not
assert against VLPI any defense, claim, or right Sub-Licensee may have against
FTA, including those of set-off, abatement, counterclaim, contribution or
indemnification.
Section 2. Term. The Term of this Sub-License Agreement automatically
terminates, without Notice, if the Term of the License Agreement terminates for
any reason.
IN WITNESS WHEREOF, the parties hereto have caused this Sub-License
Agreement to be executed by their duly authorized officers.
First Trust Advisors L.P. (Licensee)
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, President
Date: October 4, 2006
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First Trust Value Line(R) Dividend Index Fund (Sub-Licensee)
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, President
Date: October 4, 2006
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