XXXXX EXHIBIT 8(4)
REFERENCE N-1A EXHIBIT(H)
LICENSE AGREEMENT
THIS LICENSE AGREEMENT, DATED AS OF __________________________, IS BY AND
BETWEEN XXXXXXX GROUP, LTD., ("XXXXXXX"), A DELAWARE CORPORATION, HAVING AN
OFFICE AT 0000 XXXXXXXXXX XXXXXX, XXXXXXXX, XXXXXXXX, 00000, AND XXXXXXX SOCIAL
INDEX SERIES, INC. ("LICENSEE"), HAVING XX XXXXXX XX 0000 XXXXXXXXXX XXXXXX,
XXXXXXXX, XXXXXXXX, 00000.
WHEREAS, XXXXXXX COMPILES, CALCULATES, MAINTAINS AND OWNS RIGHTS IN AND TO
THE XXXXXXX SOCIAL INDEX AND TO THE SELECTION, COORDINATION, AND ARRANGEMENT OF
THE DATA THEREIN CONTAINED (THE "XXXXXXX INDEX"), AND HAS THE RIGHT TO LICENSE
TO THIRD PARTIES THE RIGHT TO USE THE XXXXXXX INDEX; AND
WHEREAS, XXXXXXX USES IN COMMERCE (OR HAS A BONA FIDE INTENT TO USE IN
COMMERCE) AND HAS A TRADE NAME AND SERVICEMARK AND/OR TRADEMARK RIGHTS TO THE
DESIGNATIONS "XXXXXXX GROUP", AND "XXXXXXX SOCIAL INDEX", IN CONNECTION WITH THE
XXXXXXX INDEX (SUCH RIGHTS BEING HEREINAFTER INDIVIDUALLY AND COLLECTIVELY
REFERRED TO AS THE "XXXXXXX XXXXX"); AND
WHEREAS, LICENSEE WISHES TO USE THE XXXXXXX INDEX AS A COMPONENT OF THE
PRODUCT OR PRODUCTS DESCRIBED IN EXHIBIT A ATTACHED HERETO AND MADE A PART
HEREOF (THE "PRODUCT"); AND
WHEREAS, LICENSEE MAY WISH TO USE THE XXXXXXX XXXXX IN CONNECTION WITH THE
MARKETING AND/OR PROMOTION OF THE PRODUCT AND IN CONNECTION WITH MAKING
DISCLOSURES ABOUT THE PRODUCT UNDER APPLICABLE LAW, RULES AND REGULATIONS IN
ORDER TO INDICATE THAT XXXXXXX IS THE SOURCE OF THE XXXXXXX INDEX; AND
WHEREAS, LICENSEE WISHES TO OBTAIN XXXXXXX'X AUTHORIZATION TO USE THE
XXXXXXX INDEX AND THE XXXXXXX XXXXX IN CONNECTION WITH THE PRODUCT PURSUANT TO
THE TERMS AND CONDITIONS HEREINAFTER SET FORTH.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. GRANT OF LICENSE.
(A) SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, XXXXXXX
HEREBY GRANTS TO LICENSEE A NON TRANSFERABLE, NON-EXCLUSIVE LICENSE (I) TO
RECEIVE AND TO USE THE XXXXXXX INDEX AS AN IDENTIFIED COMPONENT OF THE PRODUCT
TO BE MARKETED AND/OR PROMOTED BY LICENSEE AND (II) TO USE AND REFER TO THE
XXXXXXX XXXXX IN CONNECTION WITH THE DISTRIBUTION, MARKETING AND PROMOTION OF
THE PRODUCT (INCLUDING IN THE NAME OF THE PRODUCT) AND IN CONNECTION WITH MAKING
SUCH DISCLOSURE ABOUT THE PRODUCT AS LICENSEE DEEMS NECESSARY OR DESIRABLE UNDER
ANY APPLICABLE LAW, RULES, REGULATIONS OR PROVISIONS OF THIS AGREEMENT, BUT, IN
EACH CASE, ONLY TO THE EXTENT NECESSARY TO INDICATE THE SOURCE OF THE XXXXXXX
INDEX.
(B) XXXXXXX REPRESENTS THAT NO PERSON OR ENTITY (OTHER THAN THE
LICENSEE) SHALL NEED TO OBTAIN A LICENSE FROM XXXXXXX WITH RESPECT TO THE USE OF
THE XXXXXXX INDEX AS AN IDENTIFIED COMPONENT OF THE PRODUCT.
2. TERM.
THE TERM OF THIS AGREEMENT SHALL COMMENCE ON THE COMMENCEMENT DATE AND
SHALL CONTINUE IN PERPETUITY THEREAFTER UNLESS IT IS TERMINATED IN ACCORDANCE
WITH ITS TERMS.
3. LICENSE FEES.
LICENSEE SHALL PAY TO XXXXXXX THE LICENSE FEES ("LICENSE FEES")
SPECIFIED IN EXHIBIT B, ATTACHED HERETO AND MADE A PART HEREOF.
4. TERMINATION.
(A) EITHER PARTY MAY TERMINATE THIS AGREEMENT BY GIVING NO LESS
THAN THIRTY (30) CALENDAR DAYS WRITTEN NOTICE.
(B) IN THE EVENT OF TERMINATION OF THIS AGREEMENT AS PROVIDED IN
SUBSECTION 4(A), THE LICENSE FEES TO THE DATE OF SUCH TERMINATION SHALL BE
COMPUTED BY PRORATING THE AMOUNT OF THE APPLICABLE ANNUAL LICENSE FEES SHOWN IN
EXHIBIT B ON THE BASIS OF HE NUMBER OF ELAPSED DAYS IN THE CURRENT TERM. ANY
EXCESS LICENSE FEES AMOUNT PAID BY LICENSEE FOR THE CURRENT TERM SHALL BE
REFUNDED BY XXXXXXX.
(C) UPON TERMINATION OF THIS AGREEMENT, LICENSEE SHALL CEASE TO
USE THE XXXXXXX INDEX AND THE XXXXXXX XXXXX IN CONNECTION WITH THE PRODUCT;
PROVIDED THAT LICENSEE MAY CONTINUE TO UTILIZE ANY PREVIOUSLY PRINTED MATERIALS
WHICH CONTAIN THE XXXXXXX XXXXX FOR A PERIOD OF THIRTY (30) CALENDAR DAYS
FOLLOWING SUCH TERMINATION.
5. XXXXXXX OBLIGATIONS.
THIS LICENSE AGREEMENT IN NO WAY OBLIGATES EITHER PARTY TO ENGAGE IN ANY
MARKETING OR PROMOTIONAL ACTIVITIES IN CONNECTION WITH THE PRODUCT OR IN MAKING
ANY REPRESENTATION OR STATEMENT TO INVESTORS OR PROSPECTIVE INVESTORS IN
CONNECTION WITH THE PROMOTION BY LICENSEE OF THE PRODUCT.
6. DELIVERY OF XXXXXXX INDEX.
(A) XXXXXXX DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY,
INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
(B) XXXXXXX OR ITS AGENT SHALL USE ITS BEST EFFORTS TO CALCULATE AND
DISSEMINATE THE RETURN OF THE XXXXXXX INDEX WITHIN TWO HOURS AFTER THE CLOSE OF
THE REGULAR TRADING SESSION ON EACH TRADING DAY.
(C) XXXXXXX SHALL PROMPTLY CORRECT OR INSTRUCT ITS AGENT TO
CORRECT ANY MATHEMATICAL ERRORS MADE IN XXXXXXX'X COMPUTATIONS OF THE XXXXXXX
INDEX WHICH ARE BROUGHT TO XXXXXXX'X ATTENTION BY LICENSEE, PROVIDED THAT
NOTHING IN THIS SECTION 6 SHALL GIVE LICENSEE THE RIGHT TO EXERCISE ANY JUDGMENT
OR REQUIRE ANY CHANGES WITH RESPECT TO XXXXXXX'X METHOD OF COMPOSING,
CALCULATING OR DETERMINING THE XXXXXXX INDEX.
7. PROTECTION OF VALUE OF LICENSE.
(A) XXXXXXX SHALL AT XXXXXXX'X OWN EXPENSE AND SOLE DISCRETION
EXERCISE XXXXXXX'X COMMON LAW AND STATUTORY RIGHTS AGAINST INFRINGEMENT OF THE
XXXXXXX XXXXX, COPYRIGHTS AND OTHER PROPRIETARY RIGHTS.
(B) LICENSEE SHALL REASONABLY COOPERATE WITH XXXXXXX IN THE
MAINTENANCE OF SUCH RIGHTS AND SHALL TAKE SUCH ACTIONS AND EXECUTE SUCH
INSTRUMENTS AS XXXXXXX MAY FROM TIME TO TIME REASONABLY REQUEST, AND SHALL USE
THE FOLLOWING NOTICE WHEN REFERRING TO THE XXXXXXX INDEX OR THE XXXXXXX XXXXX IN
ANY INFORMATIONAL MATERIAL:
XXXXXXX SOCIAL INDEX IS A TRADEMARK OF XXXXXXX GROUP, LTD.
OR SUCH SIMILAR LANGUAGE AS MAY BE APPROVED BY XXXXXXX, IT BEING UNDERSTOOD THAT
SUCH NOTICE NEED ONLY REFER TO THE SPECIFIC XXXXXXX XXXXX REFERRED TO IN THE
INFORMATIONAL MATERIAL.
8. PROPRIETARY RIGHTS.
(A) LICENSEE ACKNOWLEDGES THAT THE XXXXXXX INDEX IS SELECTED,
COORDINATED, ARRANGED AND PREPARED BY XXXXXXX THROUGH THE APPLICATION OF METHODS
AND STANDARDS OF JUDGMENT USED AND DEVELOPED THROUGH THE EXPENDITURE OF
CONSIDERABLE WORK, TIME AND MONEY BY XXXXXXX. LICENSEE ALSO ACKNOWLEDGES THAT
THE XXXXXXX INDEX AND THE XXXXXXX XXXXX ARE THE EXCLUSIVE PROPERTY OF XXXXXXX,
THAT XXXXXXX HAS AND RETAINS ALL PROPRIETARY RIGHTS THEREIN (INCLUDING, BUT NOT
LIMITED TO TRADEMARKS AND COPYRIGHTS) AND THAT THE XXXXXXX INDEX AND ITS
COMPILATION AND COMPOSITION AND CHANGES THEREIN ARE IN THE CONTROL AND
DISCRETION OF XXXXXXX.
(B) XXXXXXX RESERVES ALL RIGHTS WITH RESPECT TO THE XXXXXXX INDEX
AND THE XXXXXXX XXXXX EXCEPT THOSE EXPRESSLY LICENSED TO LICENSEE HEREUNDER.
(C) EACH PARTY SHALL TREAT AS CONFIDENTIAL AND SHALL NOT DISCLOSE
OR TRANSMIT TO ANY THIRD PARTY THE SUBJECT AND TERMS OF THIS AGREEMENT AND ALL
ORAL OR WRITTEN INFORMATION, OF WHATEVER KIND AND IN WHATEVER FORM, RELATING TO
PAST, PRESENT OR FUTURE BUSINESS OR TECHNICAL INFORMATION OF A PARTY (OR ITS
SUPPLIERS), AND ANY INFORMATION RELATING TO THE PARTIES' CLIENTS (INCLUDING BUT
NOT LIMITED TO THE IDENTITY THEREOF), PRODUCTS, SERVICES, RESEARCH AND
DEVELOPMENT, PROCESSES, TECHNIQUES, DESIGNS, FINANCIAL PLANNING PRACTICES, AND
MARKETING PLANS (INCLUDING SUCH INFORMATION OF THIRD PARTIES THAT A PARTY IS
OBLIGATED TO HOLD AS CONFIDENTIAL), WHETHER OR NOT SUCH INFORMATION HAS BEEN
IDENTIFIED AS CONFIDENTIAL ("CONFIDENTIAL INFORMATION"). CONFIDENTIAL
INFORMATION SHALL NOT INCLUDE (I) ANY INFORMATION THAT IS AVAILABLE TO THE
PUBLIC OR THE RECEIVING PARTY HEREUNDER FROM SOURCES OTHER THAN THE PROVIDING
PARTY (PROVIDED THAT SUCH SOURCE IS NOT SUBJECT TO A CONFIDENTIALITY AGREEMENT
WITH REGARD TO SUCH INFORMATION) OR (II) ANY INFORMATION THAT IS INDEPENDENTLY
DEVELOPED BY THE RECEIVING PARTY WITHOUT USE OF OR REFERENCE TO INFORMATION FROM
THE PROVIDING PARTY. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY REVEAL
CONFIDENTIAL INFORMATION TO ANY REGULATORY AGENCY OR COURT OF COMPETENT
JURISDICTION IF SUCH INFORMATION TO BE DISCLOSED IS (A) APPROVED IN WRITING BY
THE OTHER PARTY FOR DISCLOSURE OR (B) REQUIRED BY LAW, REGULATORY AGENCY OR
COURT ORDER TO BE DISCLOSED BY A PARTY, PROVIDED, IF PERMITTED BY LAW, THAT
PRIOR WRITTEN NOTICE OF SUCH REQUIRED DISCLOSURE IS GIVEN TO THE OTHER PARTY AND
PROVIDED FURTHER THAT THE PROVIDING PARTY SHALL COOPERATE WITH THE OTHER PARTY
TO LIMIT THE EXTENT OF SUCH DISCLOSURE. THE PROVISIONS OF THIS SUBSECTION 8(C)
SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT AND SHALL BE PERPETUAL.
9. WARRANTIES; DISCLAIMERS.
(A) XXXXXXX REPRESENTS AND WARRANTS THAT XXXXXXX HAS THE RIGHT TO
GRANT THE RIGHTS GRANTED TO LICENSEE HEREIN AND THAT, SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT, THE LICENSE GRANTED HEREIN SHALL NOT INFRINGE ANY
TRADEMARK, COPYRIGHT OR OTHER PROPRIETARY RIGHT OF ANY PERSON NOT A PARTY TO
THIS AGREEMENT
(B) EACH PARTY REPRESENTS AND WARRANTS TO THE OTHER THAT IT HAS
THE AUTHORITY TO ENTER INTO THIS AGREEMENT ACCORDING TO ITS TERMS AND THAT ITS
PERFORMANCE DOES NOT VIOLATE ANY LAWS, REGULATIONS OR AGREEMENTS APPLICABLE TO
IT.
(C) LICENSEE REPRESENTS AND WARRANTS TO XXXXXXX THAT THE PRODUCT
SHALL AT ALL TIMES COMPLY WITH THE DESCRIPTION IN EXHIBIT A FOR AS LONG AS
LICENSEE OFFERS SUCH PRODUCT.
(D) IN NO EVENT OR UNDER ANY CIRCUMSTANCE SHALL XXXXXXX PARTY BE
LIABLE TO LICENSEE FOR ANY LOSS OF PROFITS, OR INDIRECT, SPECIAL, INCIDENTAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CUMULATIVE LIABILITY OF EACH
PARTY TO THE OTHER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY,
WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO XXXXXXX BY LICENSEE
PURSUANT TO THIS AGREEMENT.
(E) THE PROVISIONS OF THIS SECTION 9 SHALL SURVIVE ANY TERMINATION
OF THE AGREEMENT.
10. INDEMNIFICATION.
(A) LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS XXXXXXX, ITS
AFFILIATES AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS AGAINST ANY AND
ALL JUDGMENTS, DAMAGES, COSTS OR LOSSES OF ANY KIND (INCLUDING REASONABLE
ATTORNEYS' AND EXPERTS' FEES) AS A RESULT OF ANY CLAIM, ACTION OR PROCEEDING
THAT ARISES OUT OF OR RELATES TO (I) ANY BREACH BY LICENSEE OF ITS
REPRESENTATIONS OR WARRANTIES UNDER THIS AGREEMENT, OR (II) THE PRODUCT;
PROVIDED THAT (A) XXXXXXX NOTIFIES LICENSEE PROMPTLY OF ANY SUCH CLAIM, ACTION
OR PROCEEDING; (B) XXXXXXX GRANTS LICENSEE CONTROL OF ITS DEFENSE AND/OR
SETTLEMENT; AND (C) XXXXXXX COOPERATES WITH LICENSEE IN THE DEFENSE THEREOF.
LICENSEE'S INDEMNIFICATION OBLIGATIONS SHALL NOT EXTEND TO ANY CLAIM, ACTION OR
PROCEEDING THAT ARISES OUT OF THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF
XXXXXXX OR ANY AGENT THEREOF. LICENSEE SHALL PERIODICALLY REIMBURSE XXXXXXX FOR
ITS REASONABLE EXPENSES INCURRED UNDER THIS SUBSECTION 11(A). XXXXXXX SHALL
HAVE THE RIGHT, AT ITS OWN EXPENSE, TO PARTICIPATE IN THE DEFENSE OF ANY CLAIM,
ACTION OR PROCEEDING AGAINST WHICH IT IS INDEMNIFIED HEREUNDER; PROVIDED,
HOWEVER, IT SHALL HAVE NO RIGHT TO CONTROL THE DEFENSE, CONSENT TO JUDGMENT, OR
AGREE TO SETTLE ANY SUCH CLAIM, ACTION OR PROCEEDING WITHOUT THE WRITTEN CONSENT
OF LICENSEE WITHOUT WAIVING THE INDEMNITY HEREUNDER. LICENSEE, IN THE DEFENSE
OF ANY SUCH CLAIM, ACTION OR PROCEEDING EXCEPT WITH THE WRITTEN CONSENT OF
XXXXXXX, SHALL NOT CONSENT TO ENTRY OF ANY JUDGMENT OR ENTER INTO ANY SETTLEMENT
WHICH EITHER (A) DOES NOT INCLUDE, AS AN UNCONDITIONAL TERM, THE GRANT BY THE
CLAIMANT TO XXXXXXX OF A RELEASE OF ALL LIABILITIES IN RESPECT OF SUCH CLAIMS OR
(B) OTHERWISE ADVERSELY AFFECTS THE RIGHTS OF XXXXXXX. THIS PROVISION SHALL
SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
(B) XXXXXXX SHALL INDEMNIFY AND HOLD HARMLESS LICENSEE, ITS
AFFILIATES AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS AGAINST ANY AND
ALL JUDGMENTS, DAMAGES, COSTS OR LOSSES OF ANY KIND (INCLUDING REASONABLE
ATTORNEYS' AND EXPERTS' FEES) AS A RESULT OF ANY CLAIM, ACTION, OR PROCEEDING
THAT ARISES OUT OF OR RELATES TO I) ANY BREACH BY XXXXXXX OF ITS REPRESENTATIONS
OR WARRANTIES UNDER THIS AGREEMENT, OR II) ANY NEGLIGENT ACT OR INTENTIONAL
MISCONDUCT OF XXXXXXX; PROVIDED, HOWEVER, THAT (A) LICENSEE NOTIFIES XXXXXXX
PROMPTLY OF ANY SUCH CLAIM, ACTION OR PROCEEDING; (B) LICENSEE GRANTS XXXXXXX
CONTROL OF ITS DEFENSE AND/OR SETTLEMENT; AND (C) LICENSEE COOPERATES WITH
XXXXXXX IN THE DEFENSE THEREOF. XXXXXXX'X INDEMNIFICATION OBLIGATIONS SHALL NOT
EXTEND TO ANY CLAIM, ACTION OR PROCEEDING THAT ARISES OUT OF THE NEGLIGENCE OR
INTENTIONAL MISCONDUCT OF LICENSEE OR ANY AGENT THEREOF. XXXXXXX SHALL
PERIODICALLY REIMBURSE LICENSEE FOR ITS REASONABLE EXPENSES INCURRED UNDER THIS
SUBSECTION 10(B). LICENSEE SHALL HAVE THE RIGHT, AT ITS OWN EXPENSE, TO
PARTICIPATE IN THE DEFENSE OF ANY CLAIM, ACTION OR PROCEEDING AGAINST WHICH IT
IS INDEMNIFIED HEREUNDER; PROVIDED, HOWEVER, IT SHALL HAVE NO RIGHT TO CONTROL
THE DEFENSE, CONSENT TO JUDGMENT, OR AGREE TO SETTLE ANY SUCH CLAIM, ACTION OR
PROCEEDING WITHOUT THE WRITTEN CONSENT OF XXXXXXX WITHOUT WAIVING THE INDEMNITY
HEREUNDER. XXXXXXX, IN THE DEFENSE OF ANY SUCH CLAIM, ACTION OR PROCEEDING,
EXCEPT WITH THE WRITTEN CONSENT OF LICENSEE, SHALL NOT CONSENT TO ENTRY OF ANY
JUDGMENT OR ENTER INTO ANY SETTLEMENT WHICH EITHER (A) DOES NOT INCLUDE, AS AN
UNCONDITIONAL TERM, THE GRANT BY THE CLAIMANT TO LICENSEE OF A RELEASE OF ALL
LIABILITIES IN RESPECT OF SUCH CLAIMS OR (B) OTHERWISE ADVERSELY AFFECTS THE
RIGHTS OF LICENSEE. THIS PROVISION SHALL SURVIVE THE TERMINATION OR EXPIRATION
OF THIS AGREEMENT.
11. FORCE MAJEURE.
NEITHER XXXXXXX NOR LICENSEE SHALL BEAR RESPONSIBILITY OR LIABILITY
FOR ANY LOSSES ARISING OUT OF ANY DELAY IN OR INTERRUPTIONS OF THEIR RESPECTIVE
PERFORMANCE OF THEIR OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY ACT OF GOD, ACT
OF GOVERNMENTAL AUTHORITY, ACT OF THE PUBLIC ENEMY OR DUE TO WAR, THE OUTBREAK
OR ESCALATION OF HOSTILITIES, RIOT, FIRE, FLOOD, CIVIL COMMOTION, INSURRECTION,
SEVERE OR ADVERSE WEATHER CONDITIONS, COMMUNICATIONS LINE FAILURE, OR OTHER
SIMILAR CAUSE BEYOND THE REASONABLE CONTROL OF THE PARTY SO AFFECTED.
12. OTHER MATTERS.
(A) THIS AGREEMENT IS SOLELY AND EXCLUSIVELY BETWEEN THE PARTIES
HERETO AND SHALL NOT BE ASSIGNED OR TRANSFERRED BY LICENSEE, OR BY XXXXXXX
(EXCEPT TO AN AFFILIATE OR SUBSIDIARY ENTITY IN SUBSTANTIALLY THE SAME BUSINESS
AS XXXXXXX), WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY, AND ANY
ATTEMPT TO SO ASSIGN OR TRANSFER THIS AGREEMENT WITHOUT SUCH WRITTEN CONSENT
SHALL BE NULL AND VOID.
(B) THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES
HERETO WITH RESPECT TO ITS SUBJECT MATTER AND MAY BE AMENDED OR MODIFIED ONLY BY
A WRITING SIGNED BY DULY AUTHORIZED OFFICERS OF BOTH PARTIES. THERE ARE NO ORAL
OR WRITTEN COLLATERAL REPRESENTATIONS, AGREEMENTS, OR UNDERSTANDINGS EXCEPT AS
PROVIDED HEREIN.
(C) NO BREACH, DEFAULT, OR THREATENED BREACH OF THIS AGREEMENT BY
EITHER PARTY SHALL RELIEVE THE OTHER PARTY OF ITS OBLIGATIONS OR LIABILITIES
UNDER THIS AGREEMENT WITH RESPECT TO THE PROTECTION OF THE PROPERTY OR
PROPRIETARY NATURE OF ANY PROPERTY WHICH IS THE SUBJECT OF THIS AGREEMENT.
(D) ALL NOTICES AND OTHER COMMUNICATIONS UNDER THIS AGREEMENT
SHALL BE (I) IN WRITING, (II) DELIVERED BY HAND, BY REGISTERED OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, BY OVERNIGHT DELIVERY SERVICE OR BY FACSIMILE
TRANSMISSION TO THE ADDRESS OR FACSIMILE NUMBER SET FORTH BELOW OR SUCH ADDRESS
OF FACSIMILE NUMBER AS EITHER PARTY SHALL SPECIFY BY A WRITTEN NOTICE TO THE
OTHER AND (III) DEEMED GIVEN UPON RECEIPT.
NOTICE TO XXXXXXX: XXXXXXX GROUP, LTD.
0000 XXXXXXXXXX XXXXXX
XXXXXXXX, XX. 00000
ATTN: GENERAL COUNSEL
FAX #: 000-000-0000
NOTICE TO LICENSEE: XXXXXXX SOCIAL INDEX SERIES, INC.
0000 XXXXXXXXXX XXXXXX
XXXXXXXX, XX. 00000
ATTN: SECRETARY
FAX #: 000-000-0000
(E) THIS AGREEMENT SHALL BE INTERPRETED, CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND AND SHALL BE BINDING ON THE
PARTIES HERETO AND THEIR SUCCESSORS AND CONSENTED TO ASSIGNS.
IN WITNESS, WHEREOF, THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE EXECUTED
AS OF THE DATE FIRST SET FORTH ABOVE.
XXXXXXX SOCIAL INDEX SERIES, INC. XXXXXXX GROUP, LTD
BY: ________________________ BY: _________________________
TITLE: _____________________ TITLE: ______________________
EXHIBIT A
PRODUCT
PRODUCT: XXXXXXX SOCIAL INDEX SERIES, INC., XXXXXXX SOCIAL INDEX FUND
EXHIBIT B
LICENSE FEES
XXXXXXX SOCIAL INDEX SERIES, INC. SHALL PAY XXXXXXX GROUP, LTD. AN ANNUAL
FEE OF $1.00.
