(a) “Affiliate” means, with respect to any Person, any other Person that, directly orindirectly through one or more intermediaries, Controls, or is Controlled by, or is under commonControl with, such Person.          (b) “Agreement” has the meaning set forth in the preamble.          (c) “BONY” has the meaning set forth in the recitals.          (d) “Confidential Information” has the meaning set forth in Section 10(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 8(b).          (h) “Indemnifying Party” has the meaning set forth in Section 8(b).          (i) “Informational Materials” means all prospectuses, registration statements and anyother similar informational materials (including, but not limited to, documents required to befiled with governmental or regulatory agencies) (collectively, “Category 1 InformationalMaterials”), and all advertisements, brochures, Web sites, sales, marketing, and promotionaland any other similar informational materials (collectively, “Category 2 InformationalMaterials”) relating to Shares that in any way use or refer to the SPDR Mark.“Informational Materials” shall not include general references to the Shares in materialsthat are not specifically related to the Shares and do not market, sell or promote the Shares,including, without limitation, materials prepared solely for internal use by WGT, its Affiliatesand sublicensees, press or analyst briefing materials and annual reports.          (j) “License” has the meaning set forth in Section 2(a).          (k) “Losses” has the meaning set forth in Section 8(a).          (l) “Marketing Agent Agreement” has the meaning set forth in the recitals.          (m) “Naming Convention” means use of both the SPDR Mark and one of (i) the name or(ii) the abbreviation of the name, of the Shares or the Trust, including without limitation in thefollowing forms “SPDR® Gold Trust” and “SPDR® Gold Shares”.          (n) “Party” or “Parties” means State Street, WGT and/or, where applicable,S&P.          (o) “Person” shall be construed broadly and shall include an individual, apartnership, a corporation, a limited liability company, an association, a joint stock company, a
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trust, a joint venture, an unincorporated organization or another entity, including aGovernmental Entity (or any department, agency or political subdivision thereof.          (p) “Proceeding” has the meaning set forth in Section 8(b).          (q) “Shares” has the meaning set forth in the recitals.          (r) “SPDR Mark” has the meaning set forth in the recitals.          (s) “State Street” has the meaning set forth in the Preamble.          (t) “Trust” has the meaning set forth in the recitals.          (u) “Trust Agreement” has the meaning set forth in the recitals.          (v) “WGT” has the meaning set forth in the Preamble.2. LICENSE.          (a) Subject to the terms and conditions of this Agreement, State Street hereby grants to WGT aworldwide (subject to Section 3(d)), non-exclusive, nontransferable sublicense (the“License”) to use the SPDR Mark as follows to:               (i) use the SPDR Mark in connection with establishing, organizing, structuring, sponsoring,and managing the Trust;               (ii) use the SPDR Mark in connection with the issuance, sale, exchange-trading, marketing andpromotion of the Shares;               (iii) use the SPDR Mark as part of the names of the Shares;               (iv) use the SPDR Mark in connection with making such disclosure about WGT, the Trust and theShares as WGT deems necessary or desirable under any applicable laws, rules, or regulations, or anyprovisions of this Agreement; and               (v) use the SPDR Mark in connection with the listing of the Shares on exchanges.          (b) WGT shall not use the SPDR Mark for any purpose other than as set forth in Section 2(a),except as otherwise agreed to in writing by the Parties after the Effective Date. Except for thelicense specifically provided herein, this Agreement shall not transfer to WGT any further rightto, or interest in, the SPDR Mark. It is further expressly understood that this Agreement does notconvey any rights to, or interest in, any other S&P mark or any S&P index.          (c) All use of the SPDR Mark under the Trademark License and all goodwill associated therewithshall inure to the exclusive benefit of State Street or its licensors. WGT shall, at StateStreet’s expense, fully cooperate with and assist State Street in the prosecution or
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maintenance of any trademark, service mark, domain name or copyright application and ensuingregistration concerning the SPDR Mark and shall execute any documents State Street shall reasonablyrequest in connection therewith.          (d) WGT’s Limited Right to Sublicense. The License granted herein shall include thelimited right of WGT to grant sublicenses to its Affiliates, partners, joint venturers, trustees,distributors, custodians and agents, including without limitation State Street as marketing agent(each, a “Sublicensee”), subject to the restrictions of this Agreement, and solely inconnection with such Sublicensee’s performance of its services for WGT related to the activities ofWGT permitted hereunder. In addition, each Sublicensee must be approved in writing in advance byState Street and shall include provisions in all such sublicenses that: (i) are identical insubstance to Sections 3, 4, 5, 6 and 7(c) herein (with the references in such sublicenses to “StateStreet” & “S&P” therein to continue to signify the State Street & S&P as defined herein withrespect to Sections 3, 4 & 7(c)); (ii) require WGT to terminate such sublicenses, without penalty,if this Agreement is terminated for any reason; (iii) obligate WGT to give the Sublicensee noticeif this Agreement is terminated for any reason; and (iv) entitle State Street herein to give suchnotice in the event that the WGT fails to do so.          (e) ALL RIGHTS NOT SPECIFICALLY AND EXPRESSLY GRANTED TO WGT IN THIS SECTION 2 ARE HEREBYRESERVED TO STATE STREET.3. QUALITY CONTROL /ENFORCEMENT.          (a) Protection of Reputation. WGT shall use its best efforts not to use the SPDR Markin a manner that could reasonably be expected to damage the reputation or goodwill associated withthe SPDR Mark, or do or cause to be done any act or thing disparaging, impairing or diluting theSPDR Mark.          (b) Review. WGT shall submit to State Street’s for its review and approval allInformational Materials. State Street’s right of approval under this Agreement will be restrictedto any description of State Street and the use and description of the SPDR Mark. OnceInformational Materials have been approved by State Street, subsequent Informational Materials thatare updating data need not be submitted for further review and approval by State Street unless (i)the use of the SPDR Mark is altered in any material respect, or (ii) the language or use of therequired disclaimers or proprietary notices is altered in any respect (material or otherwise). Itis understood and agreed that any Informational Materials provided to WGT by State Street shall bedeemed approved by State Street.          (c) WGT Support. WGT shall promptly, at its own expense, take such actions andexecute such additional documents and instruments reasonably requested by State Street or S &P toassist S&P with the registration, maintenance and filings of the SPDR Mark. For the avoidance ofdoubt, no registered user or similar agreements filed by WGT shall be deemed to transfer to WGT anyright, title or interest in the SPDR Mark.          (d) Territorial Limitations. WGT shall not use the SPDR Mark in (i) any jurisdictionwhere the SPDR Mark has not been registered in the relevant classes or (ii) a
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jurisdiction where entry of WGT as a registered or authorized user is required, prior to theexecution of an appropriate registered user agreement or similar agreement and the filing thereofwith the appropriate governmental agency (except where failure to do so prior to use shall nor havea material adverse effect of the SPDR Mark); provided, however, that notwithstanding the foregoing,upon written approval from State Street, WGT may use the SPDR Mark in certain jurisdictions afterfiling of an application for registration. The jurisdictions in which WGT currently may use theSPDR Mark are listed in Exhibit A. In the event WGT wishes to use the SPDR Mark in jurisdictionsnot listed in Exhibit A, WGT shall submit to State Street a written request for the addition ofsuch territory, and State Street will, at WGT’s expense, undertake commercially reasonable effortsto permit such expansion, subject to the terms and conditions of the SPDR License.          (e) Maintenance and No Challenge.               (i) WGT shall take such actions and execute such instruments as State Street or S&P may fromtime to time reasonably request with regard to the maintenance of the SPDR Mark and theregistrations thereof, including, but not limited to, the use by WGT of the following proprietarynotice when referring to the SPDR Mark in any Informational Material relating to the Shares:“SPDR” is a trademark of The McGraw Hill Companies, Inc. and has been licensed foruse by [WGT entity].or such similar language as may be approved in advance by State Street.               (ii) WGT shall not at any time during the Term, nor at any time thereafter, for as long as S&Pshall own rights in the SPDR Mark, do or cause to be done any act or thing challenging theownership, validity or enforceability of the SPDR Mark.          (f) WGT Share Names. WGT shall not have the right to file applications forregistration on behalf of itself or any third party for any Shares names that include the SPDRMark. WGT hereby disclaims any right, title and interest to the SPDR Mark in Shares names.          (g) Secondary Marks.               (i) WGT shall not create composite trademarks consisting of the SPDR Mark in combination withany other word, phrase, symbol or device without State Street’s and S&P’s prior writtenauthorization. Nothing in this Section 3 shall prevent WGT from creating and using Share or Trustnames in accordance with the Naming Convention and the terms and conditions of this Agreement. WGThereby disclaims any right, title and interest to the SPDR Mark in any composite marks approved byState Street and S&P in accordance with the foregoing.               (ii) WGT agrees not to: (i) use or register in any jurisdiction any mark that is confusinglysimilar to, or consisting in whole or in part of, the SPDR Mark or (ii) register the SPDR Mark inany jurisdiction, without in each case the express prior written consent of S&P and State Street.
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               (iii) If WGT creates, uses or registers any mark in contravention of this Section 3(g), theParties agree (without limitation of other remedies) WGT hereby assigns all right, title, andinterest in and to such mark to S&P and all goodwill, right, title or interest that might beacquired by the use of such mark by WGT shall inure to the sole benefit of S&P.          (h) Infringement of the Exclusive Rights Granted to WGT and Enforcement. Upon writtennotice from S&P or State Street to WGT that, in the good faith opinion of S&P or State Street basedupon the advice of its trademark counsel, use of the SPDR Mark would result in material potentialtrademark liability to a third party on the part of S&P, State Street, or WGT in a particularjurisdiction, WGT shall, within a commercially reasonable period of time, not to exceed ninety (90)days, cease use of the SPDR Mark in such jurisdiction to the extent necessary to avoid suchtrademark liability on the part of S&P, State Street or WGT. If WGT has questions or concernsabout such notice, senior representatives of the Parties, within ten (10) days after receipt ofsuch notice, shall confer in good faith and endeavor to agree on a course of action in suchjurisdiction. In the event that the Parties cannot agree on a course of action, the Parties shall,within ten (10) days thereafter, select a mediator from the INTA Panel of Neutrals and shall engagein mediation in good faith for ten (10) days and endeavor to agree on a course of action in suchjurisdiction. In the event that the Parties cannot, through mediation, agree on a course ofaction, WGT shall, within a commercially reasonable period of time, not to exceed ninety (90) daysfrom the end of such (10) day mediation period, cease use of the SPDR Mark in such jurisdiction tothe extent necessary to avoid such trademark liability on the part of S&P, State Street or WGT.          (i) Notification of Infringement. WGT shall promptly (a) notify State Street of anypotential or actual infringement by a third party of the SPDR Mark of which WGT becomes aware, and(b) provide to State Street all evidence of such infringement in WGT’s possession, custody orcontrol. State Street shall have the sole right, but not the obligation, to initiate any legalaction at its own expense against such infringement and to recover damages and enforce anyinjunction granted as a result of any judgment in State Street’s favor. State Street shall havesole control over any such action, including, without limitation, the sole right to settle andcompromise such action. In the event of a dispute between State Street and any third partyregarding the infringement, validity or enforceability of the SPDR Mark, WGT agrees, at StateStreet’s expense, to do all things reasonably requested by State Street to assist State Street inconnection with such dispute.4. PROPRIETARY RIGHTS.          (a) WGT acknowledges that the SPDR Mark is the exclusive property of S&P, and that S&P has andretains all right, title and interest therein.          (b) WGT admits the validity of the SPDR Mark and agrees that any and all goodwill, right,title or interest that might be acquired by the use of the SPDR Mark by WGT shall inure to the solebenefit of S&P. If WGT obtains any right, title or interest in the SPDR Mark in the United Statesor any foreign jurisdiction, WGT hereby assigns such right, title or interest to S&P, and shallexecute upon request any additional documents required to effectuate such assignments.
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          (c) S&P reserves all rights with respect to the SPDR Mark and any and all other property ofS&P, except those rights to the SPDR Mark expressly licensed to WGT hereunder.5. 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 earlier of (i) Marketing AgentAgreement or (ii) the SPDR License Agreement, unless earlier terminated pursuant to the terms ofthis 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 WGT’srights under the License granted pursuant to Section 2) will immediately terminate;provided, however, that the provisions of Sections 1, 4, 5, 6, 7, 8, 9, 10, 11 and12, and any other provision that survives by its express terms, shall survive any termination orexpiration of this Agreement.          (c) On expiration or termination of this Agreement, WGT shall immediately cease and desistfrom all use of the SPDR Mark, and any similar marks, and inventions or works based on orderivative thereof; and shall immediately deliver all products bearing or made in connection withthe SPDR Mark, including, without limitation, all inventions or works based on or derivativethereof, to State Street at the address set forth in the notice section below, or destroy them, atthe option of State Street.6. ACKNOWLEDGMENT OF RIGHTS.          (a) WGT will not directly or indirectly:  (i) challenge or contest the validity orenforceability of the SPDR Mark; (ii) dispute the validity, enforceability, or State Street’sexclusive ownership of, any trademark, trade name or domain name application or registration ownedby State Street with respect to the SPDR Mark or initiate or participate in any proceeding of anykind opposing the grant to State Street of any trademark, trade name, or domain name registrationin the SPDR Mark or similar marks; (iii) fail to meet State Street’s quality control with respectto the SPDR Mark or make any other use thereof other than as expressly permitted herein; (iv) applyto register or otherwise obtain registration of the SPDR Mark, or any marks similar thereto, in thepatent and trademark or copyright office of any country or state, or with any business or domainname registrar; or (v) assist any other Person to do any of the foregoing (except if required bycourt order or subpoena); provided, however, the foregoing shall in no way limitWGT’s ability to defend against or to mitigate any claim brought by State Street against WGT.          (b) Any violation of this Section 6 will constitute a material breach of this Agreement.
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7. REPRESENTATIONS, WARRANTIES AND COVENANTS.          (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 result in any violation of anylaw, rule, regulation, statute, order or decree to which such Party is bound or by which they orany of their property is subject.          (b) State Street represents and warrants that it owns and/or has the right to license to WGTthe SPDR Mark in the United States and that to its actual knowledge, the SPDR Mark and WGT’s use ofthe foregoing in accordance with this Agreement shall not infringe any copyright, trademark, tradesecret or other intellectual property right of any third party.          (c) WGT agrees expressly to be bound by and furthermore to include the following disclaimersand limitations in its Informational Materials and upon request to furnish a copy (copies) thereofto S&P and State Street:               (i) For Category 1 Informational Materials and contracts:     The “SPDR” trademark is used under license from The McGraw-HillCompanies, Inc. and the SPDR® Gold Trust is permitted touse the “SPDR” trademark pursuant to a sublicense from the MarketingAgent. No financial product offered by SPDR® Gold Trust, or itsaffiliates is sponsored, endorsed, sold or promoted by TheMcGraw-Hill Companies, Inc. (“McGraw-Hill”). McGraw-Hill makes norepresentation or warranty, express or implied, to the owners of anyfinancial product or any member of the public regarding theadvisability of investing in securities generally or in financialproducts particularly or the ability of the index on which financialproducts are based to track general stock market performance.McGraw-Hill is not responsible for and has not participated in anydetermination or calculation made with respect to issuance orredemption of financial products. McGraw-Hill has no obligation orliability in connection with the administration, marketing ortrading of financial products.     WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALLMcGRAW-HILL HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT,OR
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CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSTPROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.     (ii) For Category 2 Informational Materials:     The “SPDR” trademark is used under license from The McGraw-HillCompanies, Inc. (“McGraw-Hill”). No financial product offered bySPDR® Gold Trust, or its affiliates is sponsored, endorsed, sold orpromoted by McGraw-Hill.Any changes in the foregoing disclaimers and limitations must be approved in advance in writing byan authorized officer of S&P and State Street. The Category 2 Informational Materials shall alsoinclude along with the foregoing disclaimers a clear reference that further limitations andimportant information that could affect investors’ rights are to be found in the prospectus for theapplicable Shares.          (d) WGT represents and warrants to S&P and State Street that the Shares and all activities ofWGT concerning the Shares shall not violate any applicable law, including, but not limited to, U.S.and foreign banking, commodities and securities laws.          (e) EXCEPT AS EXPRESSLY SET FORTH IN THE FOREGOING, STATE STREET DOES NOT MAKE AND HEREBYEXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING 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 STATE STREET TOWGT AND ITS AFFILIATES UNDER OR RELATING TO THIS AGREEMENT AT ANY TIME EXCEED THE AGGREGATE AMOUNTOF THE FEES RECEIVED BY STATE STREET PURSUANT TO THIS AGREEMENT AND THE TRUST AGREEMENT PRIOR TOSUCH TIME EXCEPT THAT THIS LIMITATION SHALL NOT BE APPLICABLE TO A CLAIM BY WGT FOR INDEMNIFICATIONPURSUANT TO SECTION 8.8. 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
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seeking indemnification (the “Indemnified Party”) shall promptly (and in no event morethan seven (7) days after receipt of notice of such Proceeding) notify the Party obligated toprovide such indemnification (the “Indemnifying Party”) of such Proceeding. The failure ofthe Indemnified 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 IndemnifyingParty. 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 oflaw and no effect on any other claims that may be made against such other Party and (n) the solerelief provided is monetary damages that are paid in full by the Indemnifying Party. Neither Partyshall have any liability with respect to any compromise or settlement effected without its consent,which shall not be unreasonably withheld. The Indemnifying Party shall have no obligation toindemnify and hold harmless the Indemnified Party from any loss, expense or liability incurred bythe Indemnified Party as a result of a default judgment entered against the Indemnified Partyunless such judgment was entered after the Indemnifying Party agreed, in writing, to assume thedefense of such Proceeding.9. LIMITATION OF LIABILITY.          EXCEPT FOR EACH PARTY’S OBLIGATION TO INDEMNIFY THE OTHER PARTY FOR LOSSES PURSUANT TO SECTION8, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE,EXEMPLARY OR OTHER INDIRECT DAMAGES, HOWSOEVER CAUSED, WHETHER
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ARISING IN CONTRACT, TORT OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES.10. 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 10(a) are in addition to their respective obligations pursuant toSection 10(b) but shall not limit the exceptions to public disclosure specifically referred to inSection 10(b) paragraphs (i) through (v). This Section 10(a) will in no way limit either Party’sability to (i) respond to customary press inquiries or otherwise make public or private statementsnot otherwise disclosing the Confidential Information (as defined below) or the specific terms ofthis Agreement in the normal course of its business and/or in connection with the obligationshereunder, or (ii) provide necessary information to prospective Sublicensees and AuthorizedParticipants 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 suchinformation 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 specifiedin writing (x) remains the property of the disclosing Party, (y) must be used by the receivingParty only 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 has expiredor upon request of the disclosing Party, and, in any event, upon expiration or termination of thisAgreement. At the request of the disclosing Party, the receiving Party will furnish a certificateof an officer of the receiving Party certifying that the Confidential Information not returned tothe disclosing Party has been destroyed. The obligation of confidentiality set forth in thisSection 10(b) shall survive expiration or termination of this Agreement for a period of three (3)years. For the purpose hereof, the Confidential Information shall not include information, to theextent evidenced by reasonable documentation, that:               (i) is published or is otherwise in the public domain through no fault of the receiving Partyat the time of any claimed unauthorized disclosure or use by the receiving Party;
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               (ii) prior to disclosure pursuant to this Agreement, is properly within the legitimatepossession of the receiving Party;               (iii) subsequent to disclosure pursuant to this Agreement, is lawfully received from a thirdparty having rights in the information without restriction of the third party’s right todisseminate the information and without notice of any restriction against its further disclosure;               (iv) is obligated to be produced under order of a court or other similar requirement, rule orregulation of any governmental authorities, so long as the Party required to disclose theinformation provides the disclosing Party with prior notice of such order or requirement and itscooperation to the extent reasonable in preserving its confidentiality; or               (v) the disclosing Party agrees in writing is free of such restrictions.          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 this Section10(b). Each Party represents and warrants that it has the right to disclose all ConfidentialInformation which it has disclosed to the other Party pursuant to this Agreement, and each Partyagrees to indemnify and hold harmless the other from all claims by a third party related to thewrongful disclosure of such third party’s proprietary information. Otherwise, neither Party makesany representation or warranty, express or implied, in respect of any Confidential Information.11. S&P CONSENT AND SPDR LICENSE AGREEMENT AMENDMENT. S& P Hereby acknowledges and agreesthat:          (a) The license granted in Section 2 of the SPDR License Agreement permits the sublicense ofthe SPDR Mark in connection with third party financial products marketed by State Street;          (b) This Agreement may be made publicly available in connection with WGT’s filings withsecurities regulatory authorities;          (c) The licenses granted in the SPDR License and herein include the right to use the SPDR Markon the Internet through, and registration of, (i) country code top-level domains in jurisdictionsin which the use of the SPDR Mark is permitted and (ii) generic top-level domains (gTLDs); and          (d) S&P expressly consents to the grant of the License as set forth herein, subject to theterms and conditions of this Agreement.12. MISCELLANEOUS PROVISIONS.          (a) Assignment. WGT may not assign or otherwise transfer (whether by operation of lawor otherwise) any right or obligation under this Agreement without the prior written consent ofState Street; provided, however, that WGT may grant sublicenses as provided
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herein. Such consent shall be deemed given with respect to an assignment or transfer (whetherby 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 WGT,provided that WGT has given prompt written notice thereof to State Street. 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 12(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.Each Party 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 Partiesas to 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 heldunenforceable by a court of competent jurisdiction, the other provisions will remain in full forceand effect. If legally permitted, the unenforceable provision will be replaced with an enforceableprovision that as 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 the
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notice is being given (or using updated contact information which that Party has specified bywritten notice in accordance with this Section); and (iii) sent by hand delivery, facsimiletransmission, registered or certified mail (return receipt requested), or reputable expressdelivery service with tracking capabilities (such as Federal Express).Contact Information for State Street:State Street Corporation