SUB-LICENSE AGREEMENT
THIS AGREEMENT is made and entered into as of the 4th day of February,
2007, 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) 100 Exchange-Traded Fund ("Sub-Licensee"), a series of the First
Trust Exchange-Traded Fund, 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 license agreement
dated May 22, 2006, including all amendments, exhibits and schedules thereto
("License Agreement") concerning use of the Ranks and Marks relating to the
products described in the Exhibits 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 the Exhibits of the License Agreement
(collectively, the "Marks");
WHEREAS, FTA seeks to sublicense the Ranks and Marks to First Trust
Value Line(R) 100 Exchange-Traded 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) 100 Exchange-Traded 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 with 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: February 4, 2007
First Trust Value Line(R) 100 Exchange-Traded Fund ("Sub-Licensee")
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, President
Date: February 4, 2007
