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     (d) “Confidential Information” has the meaning set forth in Section 9(b).     (e) “Control” means, with respect to any Person, the possession, directly orindirectly, of the power to direct or cause the direction of the management or policies of aPerson, whether through the ownership of voting securities, by contract or otherwise.     (f) “Effective Date” has the meaning set forth in the preamble.     (g) “Indemnified Party” has the meaning set forth in Section 7(b).     (h) “Indemnifying Party” has the meaning set forth in Section 7(b).     (i) “License” has the meaning set forth in Section 2(a).     (j) “Licensee” has the meaning set forth in the Preamble.     (k) “Licensor” has the meaning set forth in the Preamble.     (l) “Licensor Marks” has the meaning set forth in the recitals.     (m) “Losses” has the meaning set forth in Section 7(a).     (n) “Marketing Agent Agreement” has the meaning set forth in the recitals.     (o) “Party(ies)” has the meaning set forth in the recitals.     (p) “Person” shall be construed broadly and shall include an individual, apartnership, a corporation, a limited liability company, an association, a joint stock company, atrust, a joint venture, an unincorporated organization or another entity, including a GovernmentalEntity (or any department, agency or political subdivision thereof.)     (q) “Proceeding” has the meaning set forth in Section 7(b).     (r) “Shares” has the meaning set forth in the recitals.     (s) “Sublicensee” has the meaning set forth in Section 2(d).     (t) “Trust” has the meaning set forth in the recitals.     (u) “Trust Agreement” has the meaning set forth in the recitals.**2. LICENSE.**     (a) License to Licensor Marks. Subject to the terms and conditions of this Agreement,Licensor hereby grants Licensee a worldwide, non-exclusive, non-transferable (except as provided inSection 10(a)), royalty-free license to use, display and refer to Licensor’s name and theLicensor Marks set forth in Schedule 1 hereto, under the quality control of Licensor, forthe purpose of establishing and operating the Trust, issuing and distributing the Shares andlisting the Shares on the New York Stock Exchange (the “License”). All use of the LicensorMarks
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under the Trademark License and all goodwill associated therewith shall inure to the exclusivebenefit of Licensor. Licensee shall, at Licensor’s expense, fully cooperate with and assistLicensor in the prosecution or maintenance of any trademark, service mark, domain name or copyrightapplication and ensuing registration concerning the Licensor Marks and shall execute any documentsLicensor shall reasonably request in connection therewith.     (b) Licensee’s Limited Right to Sublicense. The License granted herein shall includethe limited right of Licensee to grant sublicenses to its Affiliates, partners, joint venturers,trustees, distributors, custodians and agents (each a “Sublicensee”), subject to therestrictions of this Agreement, and solely in connection with such Sublicensee’s performance of itsservices for Licensee related to the activities of Licensee permitted hereunder. In addition,Licensee shall include provisions in all such sublicenses that: (i) are identical in substance toSections 3,4 and 5 herein (with the references in such sublicenses to“Licensor” in Section 4(c) to continue to signify the Licensor defined herein); (ii)require Licensee to terminate such sublicenses, without penalty, if this Agreement is terminatedfor any reason; (iii) obligate Licensee to give the Sublicensee notice if this Agreement isterminated for any reason; and(iv) entitle Licensor herein to give such notice in the event thatthe Licensee fails to do so.     (c) ALL RIGHTS NOT SPECIFICALLY AND EXPRESSLY GRANTED TO LICENSEE IN THIS ARTICLE 2ARE HEREBY RESERVED TO LICENSOR.**3. ENFORCEMENT.**     Licensee shall promptly (a) notify Licensor of any potential or actual infringement by a thirdparty of the Licensor Marks of which Licensee becomes aware, and (b) provide to Licensor allevidence of such infringement in Licensee’s possession, custody or control. Licensor shall have thesole right, but not the obligation, to initiate any legal action at its own expense against suchinfringement and to recover damages and enforce any injunction granted as a result of any judgmentin Licensor’s favor. Licensor shall have sole control over any such action, including, withoutlimitation, the sole right to settle and compromise such action. In the event of a dispute betweenLicensor and any third party regarding the infringement, validity or enforceability of the LicensorMarks, Licensee agrees, at Licensor’s expense, to do all things reasonably requested by Licensor toassist Licensor in connection with such dispute.**4. TERM AND TERMINATION.**     (a) The term of this Agreement shall commence as of the Effective Date and shall remain infull force and effect until the expiration or termination of the Marketing Agent Agreement, unlessearlier terminated pursuant to the terms of this Agreement (the “Term”).     (b) Either Party may terminate this Agreement by written notice to the other Party at any timeif the other Party materially breaches this Agreement and fails to cure such breach with thirty(30) days following written notice thereof from the non-breaching Party. Upon any termination orexpiration of this Agreement, all rights and obligations under this Agreement (including Licensee’srights under the License granted pursuant to Article 2, will immediately terminate;provided, however, that the provisions of Articles 1, 5, 6,7, 8, 9 and 10, and any other provision that survives by itsexpress terms, shall survive any termination or expiration of this Agreement.
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     (c) On expiration or termination of this Agreement, Licensee shall immediately cease anddesist from all use of the Licensor Marks, and any similar marks, and inventions or works based onor derivative thereof; and shall immediately deliver all products bearing or made in connectionwith the Licensor Marks, including without limitation all inventions or works based on orderivative thereof, to Licensor at the address set forth in the notice section below, or destroythem, at the option of Licensor.**5. ACKNOWLEDGMENT OF RIGHTS.**     (a) Licensee will not directly or indirectly: (i) challenge or contest the validity orenforceability of the Licensor Marks; (ii) dispute the validity, enforceability, or Licensor’sexclusive ownership of, any trademark, trade name or domain name application or registration ownedby Licensor with respect to the Licensor Marks or initiate or participate in any proceeding of anykind opposing the grant to Licensor of any trademark, trade name, or domain name registration inthe Licensor Marks or similar marks; (iii) fail to meet Licensor’s quality control with respect tothe Licensor Marks or make any other use thereof other than as expressly permitted herein; (iv)apply to register or otherwise obtain registration of the Licensor Marks, or any marks similarthereto, in the patent and trademark or copyright office of any country or state, or with anybusiness or domain name registrar; or (v) assist any other Person to do any of the foregoing(except if required by court order or subpoena); provided, however, the foregoingshall in no way limit Licensee’s ability to defend against or to mitigate any claim brought byLicensor against Licensee.     (b) Any violation of this Article 5 will constitute a material breach of thisAgreement.**6. REPRESENTATIONS AND WARRANTIES.**     (a) Each Party hereby represents and warrants that (i) it has the power and authority to enterinto this Agreement and perform its obligations hereunder; (ii) the execution and delivery of thisAgreement have been duly authorized and all necessary actions have been taken to make thisAgreement a legal, valid and binding obligation of such Party enforceable in accordance with itsterms; and (iii) the execution and delivery of this Agreement and the performance by such Party ofits obligations hereunder will not contravene or result in any breach of the Certificate ofIncorporation, Bylaws or any other organizational document of such Party or of any agreement,contract, indenture, license, instrument or understanding or, to the best of its knowledge, resultin any violation of law, rule, regulation, statute, order or decree to which such Party is bound orby which they or any of their property is subject.     (b) Licensor represents and warrants that it owns and/or has the right to license to Licenseethe Licensor Marks in the United States and that to its actual knowledge, the Licensor Marks andLicensee’s use of the foregoing in accordance with this Agreement shall not infringe any copyright,trademark, trade secret or other intellectual property right of any third party.     (c) EXCEPT AS EXPRESSLY SET FORTH IN THE FOREGOING, LICENSOR DOES NOT MAKE AND HEREBYEXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING
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THESUBJECT MATTER OF THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITYOR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF LICENSOR TO LICENSEE AND ITS AFFILIATESUNDER OR RELATING TO THIS AGREEMENT AT ANY TIME EXCEED THE AGGREGATE AMOUNT OF THE FEES RECEIVED BYLICENSOR PURSUANT TO THIS AGREEMENT AND THE TRUST AGREEMENT PRIOR TO SUCH TIME EXCEPT THAT THISLIMITATION SHALL NOT BE APPLICABLE TO A CLAIM BY LICENSEE FOR INDEMNIFICATION PURSUANT TOARTICLE 7.**7. INDEMNITY.**     (a) Each Party shall defend, indemnify and hold harmless the other Party and such otherParty’s Affiliates, employees, officers, directors, and agents from and against any liabilities,losses, damages, costs or expenses (including, without limitation, reasonable attorneys’ fees)(collectively, “Losses”) resulting from or arising in connection with the breach by theIndemnifying Party of any of its representations, warranties, covenants or obligations contained inthis Agreement.     (b) If any action, suit, proceeding (including, but not limited to, any governmentalinvestigation), claim or dispute (collectively, a “Proceeding”) is brought or assertedagainst a Party for which indemnification is sought under this Agreement, the Party seekingindemnification (the “Indemnified Party”) shall promptly (and in no event more than seven(7) days after receipt of notice of such Proceeding) notify the Party obligated to provide suchindemnification (the “Indemnifying Party”) of such Proceeding. The failure of theIndemnified Party to so notify the Indemnifying Party shall not impair the Indemnified Party’sability to obtain indemnification from the Indemnifying Party unless such failure adversely affectsthe Indemnifying Party’s ability to adequately oppose or defend such Proceeding. Upon receipt ofsuch notice from the Indemnified Party, the Indemnifying Party shall be entitled to participate insuch Proceeding at its own expense. Provided no conflict of interest exists as specified in clause(ii) below and there are no other defenses available to the Indemnified Party as specified inclause (iv) below, the Indemnifying Party, to the extent that it shall so desire, shall be entitledto assume the defense of the Proceeding with counsel reasonably satisfactory to the IndemnifiedParty, in which case all attorney’s fees and expenses shall be borne by the Indemnifying Party(except as specified below) and the Indemnifying Party shall in good faith defend the IndemnifiedParty. After receiving written notice from the Indemnifying Party of its election to assume thedefense of the Proceeding, the Indemnified Party shall have the right to employ separate counsel inany such Proceeding and to participate in the defense thereof, provided that the fees and expensesof such counsel shall be borne entirely by the Indemnified Party unless (i) the Indemnifying Partyexpressly agrees in writing to pay such fees and expenses, (ii) there is such a conflict ofinterest between the Indemnifying Party and the Indemnified Party as would preclude, in compliancewith the ethical rules in effect in the jurisdiction in which the Proceeding was brought, onelawyer from representing both Parties simultaneously, (iii) the Indemnifying Party fails, withinthe earlier of (x) twenty (20) days following receipt of notice of the Proceeding from theIndemnified Party or (y) seven (7) days prior to the date the first response or appearance isrequired to be made in such Proceeding, to assume the defense of such Proceeding with counselreasonably satisfactory to the Indemnified Party or (iv) there are legal defenses available to theIndemnified Party that are different from or are in addition to those available to the Indemnifying
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Party. In each of cases (i) through (iv), the fees and expenses of counsel shall be borne by theIndemnifying Party. No compromise or settlement of such Proceeding may be effected by either Partywithout the other Party’s consent unless (m) there is no finding or admission of any violation of law and no effect on any other claims that may be made against such other Partyand (n) the sole relief provided is monetary damages that are paid in full by the IndemnifyingParty. Neither Party shall have any liability with respect to any compromise or settlement effectedwithout its consent, which shall not be unreasonably withheld. The Indemnifying Party shall have noobligation to indemnify and hold harmless the Indemnified Party from any loss, expense or liabilityincurred by the Indemnified Party as a result of a default judgment entered against the IndemnifiedParty unless such judgment was entered after the Indemnifying Party agreed, in writing, to assumethe defense of such Proceeding.**8. LIMITATION OF LIABILITY.**     **EXCEPT FOR EACH PARTY’S OBLIGATION TO INDEMNIFY THE OTHER PARTY FOR LOSSES PURSUANT TO ARTICLE7, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE,EXEMPLARY OR OTHER INDIRECT DAMAGES, HOWSOEVER CAUSED, WHETHER ARISING IN CONTRACT, TORT OROTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.****9. CONFIDENTIALITY.**     (a) Public Statements. Except as consented to by the other Party (such consent not tobe unreasonably withheld or delayed) or as otherwise specifically set forth herein, neither Partywill issue any public statement relating to or in any way disclosing any aspect of the mattercontemplated by this Agreement, including the scope and the specific terms hereof. The obligationsof the Parties under this Section 9(a) are in addition to their respective obligationspursuant to Section 9(b) but shall not limit the exceptions to public disclosurespecifically referred to in Section 9(b) paragraphs (i) through (v). This Section9(a) will in no way limit either Party’s ability to (i) respond to customary press inquiries orotherwise make public or private statements not otherwise disclosing the Confidential Information(as defined below) or the specific terms of this Agreement in the normal course of its businessand/or in connection with the obligations hereunder, or (ii) provide necessary information toprospective Sublicensees and Authorized Participants and such Party’s personnel, agents,representatives and consultants.     (b) Confidentiality. Except as provided below, all business, financial, marketing andproduct information disclosed to the other Party orally or in writing is deemed confidential,restricted and proprietary to the disclosing Party (the “Confidential Information”). EachParty agrees to use the Confidential Information received from the other Party only for the purposeof this Agreement. The Confidential Information disclosed or supplied is not to be reproduced inany form except as required to accomplish the intent of, and in accordance with the terms of, thisAgreement. The receiving Party must provide the same degree of care to avoid disclosure orunauthorized use of the Confidential Information as it accords to protect its own similarproprietary information, but in no event less than reasonable care under the circumstances. AllConfidential Information must be retained by the receiving Party in a secure place with accesslimited to only such of its employees, subcontractors, suppliers or agents who need to know such
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information for purposes of this Agreement and to such third parties as the disclosing Party hasconsented to by prior written approval. All Confidential Information, unless otherwise specified inwriting (x) remains the property of the disclosing Party, (y) must be used by the receiving Partyonly for the purpose for which it was intended, and (z) including all copies thereof, must bereturned to the disclosing Party or destroyed after the receiving Party’s need for it hasexpired or upon request of the disclosing Party, and, in any event, upon expiration or terminationof this Agreement. At the request of the disclosing Party, the receiving Party will furnish acertificate of an officer of the receiving Party certifying that the Confidential Information notreturned to the disclosing Party has been destroyed. The obligation of confidentiality set forth inthis Section 9(b) shall survive expiration or termination of this Agreement for a period ofthree (3) years. For the purpose hereof, the Confidential Information shall not includeinformation, to the extent evidenced by reasonable documentation, that: (i) is published or is otherwise in the public domain through nofault of the receiving Party at the time of any claimed unauthorized disclosureor use by the receiving Party;  (ii) prior to disclosure pursuant to this Agreement, is properlywithin the legitimate possession of the receiving Party;  (iii) subsequent to disclosure pursuant to this Agreement, islawfully received from a third party having rights in the information withoutrestriction of the third party’s right to disseminate the information andwithout notice of any restriction against its further disclosure;  (iv) is obligated to be produced under order of a court or othersimilar requirement, rule or regulation of any governmental authorities, solong as the Party required to disclose the information provides the disclosingParty with prior notice of such order or requirement and its cooperation to theextent reasonable in preserving its confidentiality; or  (v) the disclosing Party agrees in writing is free of suchrestrictions.     The Parties agree that, without limiting any other rights and remedies specified herein, aninjunction may be sought against the Party who has breached or threatened to breach thisSection 9(b). Each Party represents and warrants that it has the right to disclose allConfidential Information which it has disclosed to the other Party pursuant to this Agreement, andeach Party agrees to indemnify and hold harmless the other from all claims by a third party relatedto the wrongful disclosure of such third party’s proprietary information. Otherwise, neither Partymakes any representation or warranty, express or implied, in respect of any ConfidentialInformation.**10. MISCELLANEOUS PROVISIONS.**     (a) **Assignment****.**Licensee may not assign or otherwise transfer (whether by operation oflaw or otherwise) any right or obligation under this Agreement without the prior written consent ofLicensor; provided, however, that Licensee may grant sublicenses as providedherein. Such consent shall be deemed given with respect to an assignment or transfer (whether by
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operation of law or otherwise) of the entire Agreement, including all rights and obligationshereunder, to a successor in interest or assignee of substantially all of the assets of Licensee,provided that Licensee has given prompt written notice thereof to Licensor. This Agreement isbinding on and inures to the benefit of the Parties and their permitted successors and assigns.Any attempted assignment or other transfer of rights under this Agreement in violation of thisSection 10(a) will be void.     (b) **Governing Law****.**This Agreement shall be interpreted, construed and enforced inaccordance with the laws of the State of New York without reference to or inclusion of theprinciples of choice of law or conflicts of law of that jurisdiction (except that questionsaffecting the construction and effect of any patent will be determined by the law of the country inwhich the patent was granted). It is the intent of the Parties that the substantive law of theState of New York govern this Agreement and not the law of any other jurisdiction incorporatedthrough choice of law or conflicts of law principles. Each Party agrees that any legal action,proceeding, controversy or claim between the Parties arising out of or relating to this Agreementmay be brought and prosecuted only in the United States District Court for the Southern District ofNew York or, if that Court lacks or declines to exercise subject matter jurisdiction, in theSupreme Court of the State of New York in and for New York County, and by execution of thisAgreement each Party hereto submits to the exclusive jurisdiction of such court and waives anyobjection it might have based upon improper venue or inconvenient forum. Each Party hereto waivesany right it may have to a jury trial in connection with any legal action, proceeding, controversyor claim between the Parties arising out of or relating to the Agreement.     (c) **Exclusive Jurisdiction and Venue****.**Any action brought by either Party that arisesout of or relates to this Agreement will be filed only in the state or federal courts located inNew York County, New York. Each Party irrevocably submits to the jurisdiction of those courts. EachParty waives any objections that it may have now or in the future to the jurisdiction of thosecourts, and also waives any claim that it may have now or in the future that litigation brought inthose courts has been brought in an inconvenient forum.     (d) **Entire Agreement****.**This Agreement sets forth the entire agreement of the Parties asto its subject matter and supercedes all prior agreements, negotiations, representations, andpromises between them with respect to its subject matter.     (e) **Unenforceable Provisions****.**If any provision of this Agreement is held unenforceableby a court of competent jurisdiction, the other provisions will remain in full force and effect. Iflegally permitted, the unenforceable provision will be replaced with an enforceable provision thatas nearly as possible gives effect to the Parties’ intent.     (f) **Relationship of the Parties****.**Each Party is an independent contractor of the otherParty. Nothing in this Agreement creates a partnership, joint venture or agency relationshipbetween the Parties.     (g) **Notices****.**A notice under this Agreement is not sufficient unless it is: (i) inwriting; (ii) addressed using the contact information listed below for the Party to which thenotice is being given (or using updated contact information which that Party has specified bywritten notice in accordance with this Article); and (iii) sent by hand delivery, facsimiletransmission,
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registered or certified mail (return receipt requested), or reputable expressdelivery service with tracking capabilities (such as Federal Express).**Contact Information for Licensor:**State Street Corporation