# TRADEMARK LICENSE AGREEMENT

Whereas, the National Medal of Technology and Innovation (the "Medal")
is the United States' highest technology award. Recognizing excellence
in technological innovation and commercialization, it is awarded to
American individuals, teams and companies which have significantly
contributed to American job creation, economic prosperity, increased
competitiveness and a higher standard of living.

Whereas, the United States Department of Commerce ("DOC") owns all
rights, title, and interest to the marks NATIONAL MEDAL OF TECHNOLOGY
AND INNOVATION and the logo shown below (collectively, the "Medal
Marks") for a variety of goods and services, including medals,
publications, and services in the nature of an awards program:

![](media/image1.jpeg){width="1.875in" height="1.875in"}

Whereas, the United States Patent and Trademark Office ("USPTO" or
"Licensor") has been delegated certain of the authorities and
responsibilities of the Secretary of Commerce under 15 U.S.C. § 3711
relating to the administration of the National Medal of Technology and
Innovation program (the "Medal program"), and has the right to use and
license others the right to use the Medal Marks;

Whereas Recipient's Name (\"Licensee\") desires to use the Medal Marks
in promoting its products and services and in other specified
activities;

Now, therefore, in consideration of the mutual promises herein
contained, it is agreed that:

1\. Grant of License: Licensor hereby grants to Licensee a
non-exclusive, royalty-free right to use the Medal Marks for the
purposes described herein.

2\. Quality Control: Licensor shall have the right, at all reasonable
times, to inspect Licensee\'s goods, services and promotional activities
employing the Medal Marks to ensure that such use is of proper quality
and otherwise consistent with this Agreement.

3\. Duration and Termination: This Agreement shall expire five years
from the date of execution. Upon termination of this Agreement, all
rights of Licensee to use the Medal Marks shall immediately terminate.
Either Party may terminate the Agreement at any time prior to the date
referenced above upon providing ninety (90) days' written notice to the
other Party. In the event of a breach of any of the terms and conditions
of this License by Licensee, Licensor shall give Licensee written notice
of such breach. In the event Licensee does not cure such breach within
thirty (30) days, Licensor may immediately terminate this License and
shall notify Licensee in writing of such termination within five (5)
days of such termination. This Agreement may be renewed for subsequent
five-year terms by the mutual consent of the parties and execution of a
valid Renewal Agreement.

4\. Assignments and Sub-Licenses: This License is not assignable, and
any attempt by Licensee to assign any portion of the License or to grant
a sub-license shall be deemed a breach of this Agreement and shall be
cause for termination. Nothing in this Section 4 will prohibit Licensee
from providing a replica of the logo to a person solely for the purpose
of producing goods (including stationery, videotapes or other
publications featuring the accomplishments of the recipient of the Medal
or other replicas, foil stickers, pins and similar objects) for
distribution solely by Licensee in accordance with the terms and
conditions of this Agreement.

5\. Sale of Licensee if Not an Individual: If Licensee is dissolved, or
if Licensee (or the majority of the assets thereof) is sold, acquired or
merged with another entity, Licensor shall have the right to immediately
terminate the License at will.

6\. Validity and Ownership of Marks: Licensee is prohibited from
challenging or contesting in any way DOC's or USPTO's rights in and the
validity of the Medal Marks. Licensee agrees that it will not take any
action that would disparage, tarnish or otherwise adversely affect DOC's
or USPTO's rights in and the goodwill associated with the Medal marks.
Licensee further agrees that by entering into this Agreement, it
acquires no ownership rights in the Medal Marks.

7\. Use of Mark:

Prior to Licensee referencing the Medal Marks in any advertising or
promotional materials, Licensee shall submit a copy of a representative
item showing each proposed use for review and written approval by the
Program Manager, National Medal of Technology and Innovation, United
States Patent and Trademark Office, 600 Dulany Street, MDW 10D44,
Alexandria, VA 22314. The Program Manager may grant such approval in his
or her sole discretion. In addition, Licensee shall abide by the
following guidelines, and any additional guidelines and procedures
Licensor may from time to time provide to Licensee in writing regarding
proper use and display of the Medal marks:

> \(A\) The Licensee in using the Medal Marks shall clearly indicate
> that they are trademarks of the U.S. Department of Commerce. The name
> of the Medal should be followed by the ™ designation (i.e., National
> Medal of Technology and Innovation™) where possible. In addition, the
> statement "The National Medal of Technology and Innovation is a
> trademark of the U.S. Department of Commerce" shall appear in text or
> as part of a trademark legend in all advertising or promotional
> materials. For materials that include an image of the Medal design,
> the statement should read "The National Medal of Technology and
> Innovation and the Medal design are trademarks of the U.S. Department
> of Commerce."
>
> \(B\) The presence of the Medal Marks should not be portrayed as an
> endorsement or recommendation of the recipient or any of its products
> or services. For example, the name and/or logo shall not appear as a
> label or stamp on the product of the recipient, or in an advertisement
> for a product or service. The Medal Marks can be used in connection
> with announcements or advertisements produced by the Licensee or under
> its direction (including films and printed materials) which states
> that the individual(s) or company received the Medal, describe the
> accomplishments for which the recipient was awarded the Medal, or
> promote only the Medal or Medal program. Also, the Medal Marks can be
> used on replicas, foil stickers, pins and similar objects, so long as
> they are not accompanied by written materials or oral statements
> promoting particular products or services of the Licensee or any
> related business entity. Replicas of the Medal may display a duplicate
> of the front side, and may use the reverse side for the name or logo
> of the recipient(s) of the Medal (either individual(s) or entity) or
> other information, so long as no product or service promotion or
> endorsement is implied. If the corporate logo or recipient\'s name is
> so used, it must state the year in which the Medal was awarded. The
> reverse side of the Medal, which bears a Presidential insignia, cannot
> be duplicated.
>
> \(C\) It must be clear that the Medal recipient(s), and not a
> particular product or service, received the Medal.
>
> \(D\) Any use of the Medal Marks by Medal recipients must clearly
> indicate the year in which the Medal was awarded, and the name of the
> individual(s) or company receiving the award, and the activity for
> which the award was granted. Exceptions to this requirement may be
> obtained only upon the written agreement of the Manager of the Medal
> program.
>
> \(E\) To maintain a clear image, the logo should be reproduced from
> the electronic image and/or original art that is provided. Additional
> copies of the electronic image or original art can be obtained from
> the Manager of the Medal program.

(F) The Medal is bronze in color with an antique finish. Therefore, a
    bronze

color is required for all color reproductions of the Medal and logo.

> \(G\) Replicas and other likenesses of the logo may be distributed to
> the public including, but not limited to, suppliers, customers and
> other individuals or entities related to the business operations of
> the Licensee.

8\. Infringement: Licensee is required to notify Licensor of any
potential infringement of the Medal Marks of which Licensee is aware, or
reasonably should be aware. Licensor retains the right to determine what
constitutes infringement and the course of action to be taken to address
it. Licensee shall also notify Licensor of any claims of which Licensee
is aware that the licensed name or logo is infringing the name, logo or
trademark of another.

9\. Insolvency or Bankruptcy: Licensor shall have the right to
immediately terminate the license if Licensee discontinues business, or
becomes insolvent, or if any action relating to the bankruptcy or
insolvency of Licensee is instituted.

10\. Governing Law: This Agreement shall be interpreted and implemented
in accordance with the Federal common law as interpreted by the U.S.
District Court for the District of Columbia.

11\. Foreign Trademarks and Service Marks: Licensee agrees to provide
all lawful assistance, as reasonable, to Licensor and/or DOC with
registration of the Medal Marks in foreign countries. Licensee shall
comply with all applicable legal requirements governing trademark and
service mark use, including but not limited to, registered user
requirements.

12\. Indemnification: Licensee agrees to indemnify and hold Licensor
harmless from any and all claims, damages and attorneys\' fees arising
from the use of the Medal Marks by Licensee and its operations under the
Agreement, except to the extent that any such claims, damages or
attorneys\' fees arose in connection with any act or failure to act by
the USPTO, DOC, or any agency, department or subdivision thereof.

13\. Prior Agreements: This Agreement sets forth and contains the
entirety of representations, understandings and agreements of the
parties hereto and merges all prior representations, understandings and
agreements. This Agreement may be amended only through a written
instrument executed by a duly authorized representative of each of the
Parties hereto.

UNITED STATES PATENT AND TRADEMARK OFFICE Recipient\'s Name

By: By:

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

BARRY K. HUDSON Approving Authority

Chief Financial Officer Title

Date: Date: Date