Exhibit 10.6


 


“[*]” = confidential portions of
this document that have been omitted and have been separately filed with the
Securities and Exchange Commission pursuant to an application for confidential
treatment under Rule 24b-2 under the Securities Exchange Act of 1934, as
amended.


 


 


TELEVISION LICENSE AGREEMENT


PRINCIPAL TERMS &
CONDITIONS


 


AGREEMENT
entered into as of January 1, 2008 by and between Hallmark Hall of Fame
Productions, Inc., 2501 McGee, Kansas City, MO  64108 (“Licensor”) and Crown Media United
States, LLC, 12700 Ventura Blvd., Studio City, CA  91604; (“Licensee”).


 


Licensor
hereby grants to Licensee, and Licensee hereby accepts, a limited license for
television exhibition of the pictures described herein in accordance with the
Terms and Conditions set forth below and the Standard Terms attached hereto in Exhibit I
and incorporated herein by reference.


 


TERMS AND CONDITIONS


 


1.                                     TERRITORY:  United States, its territories and
possessions.


 


2.                                     PICTURES
LICENSED:  The Pictures in the “Hallmark
Hall of Fame” library set forth in Schedule A attached hereto and hereby
incorporated herein by reference.


 


3.                                     RIGHTS
LICENSED:


 


a)                                     The
rights licensed to Licensee hereunder are exclusive exhibition and broadcast
rights in all forms of Standard and Non-Standard Television.  Any proposed exploitation by Licensee in
Video on Demand, Consumer Video Devices and other forms of new media rights,
such as interactive rights, must be approved by Licensor and, if approved, all
revenues received by Licensee from such exploitation will be shared equally by
Licensor and Licensee.  If Licensor
intends to grant Video on Demand, Consumer Video Devices and other forms of new
media rights to third parties during the Term, it will first negotiate with
Licensee regarding Licensee’s acquisition of such rights and, if agreement
cannot be reached, will give Licensee a final written offer.  If Licensee does not accept the final offer
and Licensor subsequently decides to accept an offer from a third party for
such rights which is less favorable to Licensor than its final offer to
Licensee, it will first give Licensee the opportunity to enter into an
agreement for such rights on terms substantially similar to those of the third
party offer.  Licensor will not, in any
event, grant any third party the right to exhibit or to authorize downloads of
the Pictures on the “Internet” or via similar technology unless it requires the
third party to impose a meaningful charge on the viewers for such exhibition or
download.


 


b)                                    “Non-Standard
Television” is defined as transmission to individual or multiple receivers
by any and all means of technology, whether now known or hereafter devised
(other than exhibitions by means of Standard Television, Video on Demand and
Consumer Video Devices).  It includes,
without limitation, 


 

















 


transmission by means of cable, wire or fiber
of any material, “over-the-air pay” or STV in any frequency band, any and all
forms of regular or occasional scrambled broadcast for taping, master antenna,
satellite master antenna, low power television, closed-circuit television,
tape, cassette and disc distribution (excluding Consumer Video Devices),
portable video device distribution, single and multi-channel multi-point
distribution service, direct to satellite transmission and On-Line
Distribution, whether on a pay or free basis. 
“Standard Television” means television distributed by a UHF or
VHF television broadcast station, the video and audio portions of which are
intelligibly receivable without charge by means of standard home rooftop or
television set built-in antennas; “Consumer Video Devices” means
distribution and/or exploitation of the Pictures by means of videodiscs,
videocassettes, laser discs and similar devices for non-commercial replay on a
television screen by means of a playback device, where the television screen
and playback device are both located in the home of a consumer and “Video-on-Demand”
means technologies by which the Pictures may be ordered and viewed individually
for which for which a separate charge is imposed.  All rights not expressly granted herein shall
remain the sole and exclusive right of Licensor for Licensor’s unlimited,
unencumbered use.


 


4.                                     EXHIBITION
DAYS PER PICTURE:  [*] Exhibition
Days.  Each Exhibition Day consists of up
to 2 telecasts within a 24 hour period. 
Licensee may take no more than [*] of the Exhibition days for any
Picture during any calendar year.


 


5.                                     LICENSE
TERM:  10 years per Picture
commencing on the dates indicated in Schedule A or if “TBD”, a date mutually
determined by Licensor and Licensee.  If
the maximum number of Exhibition Days is taken prior to the end of the License
Term for any Picture, the License Term will end at the end of the last
Exhibition Day.  In addition, in the
event of a “change of control” of Licensee, Licensor will have the right to
terminate this license and agreement by written notice given within 30 days of
the effective date of the change of control. 
A “change of control” for these purposes is any transaction through
which Hallmark Cards divests itself, directly or indirectly, of its controlling
interest in Licensee or Crown Media Holdings, Inc.


 


6.                                     TOTAL
LICENSE FEE:  a) $[*] for each of the
16 Pictures produced from 2003 to 2008, as listed in Schedule A, and $[*] for
each of the 42 “Library Titles”, payable for each Picture in equal monthly
installments over its License term.  The
total amount payable, if all Pictures are available for their full License
terms, is $17,200,000.


 


7.                                     BROADCAST
MATERIALS:  Licensor shall provide
Licensee with access to a both standard definition and high definition masters
of the Pictures.  To the extent that high
definition masters do not exist, Licensee will [*] with Licensor, [*], of
preparing these masters from the original film materials or highest quality
elements available.  To the extent
available, Licensor will provide Licensee with copies of excerpts from the
Pictures, “behind the scenes” footage, scripts, synopses, and all other
promotional materials selected by Licensor and in Licensor’s possession or
under Licensor’s control.  All materials
shall be on loan to Licensee.  Licensee
shall return materials to Licensor at Licensee’s expense at the expiration of
the License Term, including any hi-def masters and other materials for which
the parties shared the costs.


 


2

















 


IN WITNESS
WHEREOF, the parties hereto have executed the
Agreement as of the day and year first above written.


 


	
  LICENSEE:

  CROWN MEDIA UNITED STATES, LLC

  	
   

  	
  LICENSOR:

  HALLMARK HALL OF FAME

  PRODUCTIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
  Charles Stanford, VP

  	
   

  	
   

  	
  Brad R. Moore, President 

  
	
   

  	
  Print Name and Title

  	
   

  	
   

  	
  Print Name and Title

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  Dated:

  	
   

  
							



 


3

















 


EXHIBIT I-

STANDARD TERMS AND CONDITIONS


 


1.                                      DELIVERY OF PRINTS.


 


(a)                                 Licensor
will deliver or cause to be delivered to Licensee upon the later of 60 days
prior to the start of the License Term or 60 days after execution of this
Agreement:  one standard definition on
Beta SP videotape and, to the extent such materials exist or can be created
(with the costs therefore shared pursuant to Paragraph 7 above), high
definition copies of each Picture licensed by this Agreement (hereinafter
collectively called “prints” and individually called “print”).  Delivery of each print to Licensee or to
Licensee’s agent shall be deemed to be delivery by Licensor to Licensee
hereunder.  All costs and charges in
connection with such delivery, including without limitation shipping charges
and insurance thereon shall be borne by Licensee.


 


(b)                                Licensee
shall notify Licensor by telegram within ten (10) days after Licensee’s
receipt of a print if such print is physically defective for television
broadcasting by customary industry standards.  If Licensee so notifies Licensor with respect
to any such physical defect or failure of delivery, as aforesaid, and Licensor
does not deliver to Licensee a replacement print of the same picture (or
another picture of comparable quality) in time for the scheduled telecast, such
telecast shall be deemed eliminated and the picture withdrawn, as provided in
paragraph (b) of paragraph 11 of this Exhibit.  Failure of Licensee to give Licensor such
notice as aforesaid shall be deemed Licensee’s irrevocable acknowledgement that
such print has been received and is satisfactory in all respects.


 


2.                                      RETURN OF PRINTS.  Licensee agrees to return to Licensor,
prepaid, within forty-eight (48) hours after the last licensed telecast of each
picture, the print (which includes the container thereof and hi-def masters),
in the same form and condition as delivered by Licensor, ordinary wear and tear
from proper use excepted.  Such print
shall be delivered to Licensor, or to any other party, to such place or places
as Licensor may from time to time designate.  Additionally, Licensee agrees to return to
Licensor, prepaid, all other material that may have been furnished by Licensor,
within one (1) week following completion of the use of such material by
Licensee, but in no event later than after the last licensed telecast.  If any prints are lost, stolen, destroyed or
damaged, Licensee shall pay Licensor the cost of replacement thereof, within
seven (7) days after billing by Licensor.  Such payment shall not be construed to
transfer to Licensee any right, title or interest in or to said prints.  Licensor may request that Licensee have the
prints destroyed and in such event Licensee agrees to do so, and to furnish
Licensor with Certificates of Destruction.


 


3.                                      ALTERATION OF PRINTS.  Licensee shall telecast each picture as delivered,
in its entirety and Licensee agrees not to cut, change, alter, modify or add to
the prints of the pictures, or any of them, without Licensor’s prior written
consent. However, Licensee may insert commercial material and make such cuts as
are necessary to conform to time segment requirements but under no
circumstances shall Licensee delete or reposition the copyright notice or the
credits and billings incorporated in the pictures as delivered by Licensor.  In no event may any such insertions of commercial
material or such cuts to conform to time segment requirements adversely affect
the artistic or pictorial quality of the picture or interfere with its 


 


4

















 


continuity.  Licensee will have
the right to dub and/or subtitle each picture in the language for which rights
are granted hereunder and Licensee agrees to grant Licensor access to the
dubbed and/or subtitled version at Licensor’s request.


 


4.                                      USE OF PRINTS.


 


(a)                                 Licensor
reserves the right to change the title of any picture(s) covered by this
Agreement.


 


(b)                                In
the event Licensee does not telecast any picture hereunder the number of times
permitted hereunder, then Licensee shall, nevertheless, pay Licensor the
applicable licensing fee specified herein with respect thereto as if such
picture had been telecast.  The paragraph
shall not apply, however, in the case of a telecast which has been eliminated
and the picture withdrawn pursuant to sub-paragraph (b) of paragraph 11 of
this Exhibit.


 


(c)                                 Licensee
shall not acquire any right, title or interest in or to any picture or print
hereunder and shall not make, authorize or permit any use of the picture or
print other than as specified herein.  Additionally,
Licensee shall not duplicate, reproduce or copy same in any manner or form
whatsoever.


 


(d)                                Licensee
acknowledges that the title to the pictures and prints shall remain in Licensor
and Licensee acknowledges that with respect to each picture and the literary,
dramatic and music material included in each and upon which each is based,
Licensor hereby expressly reserves any and all rights not herein specifically
granted to Licensee, including, but without limitation thereof, all theatrical,
non-theatrical and home video rights and all re-make rights and sequel rights,
and that such reserved rights may be exercised and exploited by Licensor
concurrently with and during the term hereof, freely and without limitation or
restriction.


 


5.                                      USE OF NAMES FOR ADVERTISING.  Licensee warrants and agrees that:  (a) it will abide by and comply with the
advertising and billing of each licensed picture in accordance with such
advertising, billing instructions as Licensor may furnish Licensee, and that
such advertising shall be made by Licensee so as not to constitute an express, implied,
direct or indirect endorsement of any product, service or sponsor; (b) it
will not advertise or announce in any manner or media the previous title of any
picture for which the title has been changed by Licensor or of pictures
withdrawn by Licensor; (c) it will abide by and comply with the screen
billing in the same form as it appears on the print of the picture or pictures;
and (d) it will indemnify Licensor against all costs, damages, and
expenses, including, but not limited to reasonable attorney’s fees and
expenses, incurred or caused to Licensor by reasons of any actual or alleged
breach by Licensee of the provisions of this paragraph.


 


6.                                      FORCE MAJEURE.  If Licensor shall fail to make timely delivery
of any print or prints hereunder, by reason of any act of God, war, fire,
flood, strike, labor dispute, public disaster, transportation or laboratory
difficulties, order or decree of governmental agency or tribunal or another
similar or dissimilar cause beyond the control of Licensor, such failure on the
part of Licensor shall not be deemed to be a breach of this Agreement.


 


5

















 


7.                                      PAYMENT.  Unless otherwise instructed in writing by
Licensor, all payments by Licensee to Licensor herein shall be made in United
States dollars by wire transfer to an account identified by Licensor.


 


8.                                      TAXES.  Licensee shall pay and hold Licensor harmless
from, all taxes (excluding Licensor’s income and franchise taxes), charges,
assessments and other fees now or hereafter imposed or based upon or resulting
from the delivery, exhibition, possession or use hereunder to or by the
Licensee of the prints and pictures, in whole or in part, licensed hereunder.  Payment by the Licensee of the foregoing shall
in no way diminish the license fees due Licensor hereunder.  To the extent that payment of any of the
foregoing is made by Licensor, Licensee shall reimburse Licensor on demand, and
upon the failure of Licensee to so reimburse Licensor, Licensor shall have all
the same remedies herein for recovery of these taxes, charges, assessments and
fees as it has for the collection of unpaid license fees, as well as all other
remedies provided by law.


 


9.                                      WARRANTY AND INDEMNITY.  Licensor represents and warrants that it has
the right to grant this license for the telecasting of the pictures herein
specified, including the sound tracks forming a part thereof, and that such use
of by Licensee will not violate the right of others.  Licensor agrees to indemnify and hold
Licensee, its officers, employees, successors and assigns free and harmless
from any and all claims, damages, liabilities, costs or expenses, including
reasonable attorney’s fees and expenses, incurred by Licensee by reason of the
breach of the foregoing warranty, provided, however, Licensor shall not be
liable for loss of profits or consequential damages.  Licensor agrees to defend at its own expense
any action or proceedings arising out of an alleged breach of the foregoing
warranty, provided, however, that Licensee notifies Licensor promptly of any
such claim or of the commencement of any such action or proceedings, delegates
complete and sole authority to Licensor to defend or settle same, and
cooperates fully with Licensor in the defense thereof.  Similarly, Licensee agrees to indemnify,
defend and hold Licensor, its officers, employees, successors and assigns, free
and harmless from any and all claims, damages, liabilities, costs or expenses,
including reasonable attorney’s fees and expenses arising out of or in
connection with the use by Licensee, its successors, assigns and sublicensees
of the prints or pictures hereunder, or arising out of or by reason of any
breach of warranty, undertaking, representation or agreement made or entered
into herein on Licensee’s part.


 


10.                                PERFORMING RIGHTS.  Licensor warrants that the performing rights
in the music and other creative elements susceptible to performing rights
contained in the prints are either (a) controlled by a performing rights
society having jurisdiction, or (b) in the public domain, or (c) controlled
by Licensor to the extent necessary to permit Licensee’s use of said prints
hereunder.  Licensor does not represent
or warrant that Licensee may exercise the performing rights to said music or
elements without the payment of a performing rights royalty or license fee.  Licensee shall, at its sole costs and expense,
secure all television performing rights licenses necessary for the telecast or
promotional uses of said music or elements contained in each print and shall
hold Licensor free and harmless from any liability or damage arising from its
failure to do so.


 


6

















 


11.                                WITHDRAWAL AND ADJUSTMENT.


 


(a)                                 Licensor
may, in its absolute discretion, withdraw any licensed picture if Licensor determines
that the telecasting thereof would or might (i) infringe upon the rights
of others; (ii) violate any law, court order, government regulation or
other ruling of any governmental agency; (iii) interfere with the actual
or contemplated use of the licensed picture or the material or rights contained
therein for any purposes other than the telecasting of the picture in Licensee’s
Territory in the media licensed hereunder; or, (iv) subject Licensor to
any liability.


 


(b)                                If
Licensor elects to withdraw any picture as set forth in the preceding
subparagraph (a) of this paragraph 11, before its initial telecast, or if
the Picture is not acquired or produced by Licensor or if Licensor does not
control distribution rights, then Licensor shall have the right, in its sole
discretion, either to deliver to Licensee another picture of comparable quality
(which picture shall be deemed to replace the picture withdrawn) or may reduce
the number of pictures to be delivered and paid for hereunder by one and
Licensee shall be given a refund or credit, at Licensor’s election, of such
license fee for such picture.


 


(c)                                 If
Licensor elects to withdraw any picture (as provided in subparagraph (a) of
this paragraph 11) at any time after its initial or subsequent telecast, Licensor
shall have the right to grant Licensee a number of additional telecasts of any
other picture or pictures licensed hereunder of comparable quality to picture
withdrawn.  Such additional telecast
shall be equal to the number of telecasts, if any, remaining on such withdrawn
picture.


 


(d)                                If
a print of any withdrawn picture has been shipped to Licensee, Licensee will
promptly return it to Licensor.


 


12.                                BANKRUPTCY AND DEFAULT.  If Licensee becomes insolvent or bankrupt or
makes an assignment for benefit of creditors, or if any property of Licensee is
attached and if such attachment is not released within ten (10) days after
the date of attachment, or if a receiver, liquidator, or trustee is appointed
for any of Licensee’s property, or if Licensee breaches any of the material
terms or provisions of this Agreement, Licensor in addition to any and all
other rights it may have under this Agreement or in law or in equity, may at
its option, from time to time during such occurrence, do any one or more of the
following:  suspend delivery or
telecasting by Licensee of one or more pictures hereunder until default is
ended or remedied, terminate this Agreement, or declare the Agreement breached
and declare all unpaid amounts payable to Licensor hereunder immediately due
and specifically, if Licensee shall fail to make the payments to Licensor on a
timely basis as provided in this Agreement, Licensor shall have the right but
not the obligation to declare Licensee in default and thereby either to suspend
the rights herein granted until the default is ended or to terminate this
Agreement without foregoing any of Licensor’s rights to recover damages
deriving from Licensee’s default.


 


A default by
Licensee under this Agreement shall be deemed a default under any and all other
licenses granted by Licensor to Licensee and shall entitle Licensor to
terminate any and all such other licenses and to declare any then unpaid
balance of license fees thereunder immediately due and payable.


 


Licensee
acknowledges that the terms hereof and the industry custom of licensing
pictures substantially in advance of the scheduled telecast dates have the
effect of rendering the pictures hereunder unmarketable in the area covered by
this Agreement during any period which includes 


 


7

















 


the period of
this license or any part thereof.  Licensee
also acknowledges that, by reason of the foregoing, no method exists for
accurate measurement of damages for any breach of Licensee’s agreement to pay
Licensor as provided in this Agreement.  It
is therefore agreed that, in addition to all other remedies available at law,
in equity, or under the other provisions of this Agreement, Licensor shall be
entitled (upon breach by Licensee of such agreement to pay Licensor) to recover
from Licensee, as liquidated damages, the total unpaid license fees for all
telecasts authorized hereunder, whether or not such telecasts actually occur,
and in addition, reasonable attorney’s fees and expenses or collection agency
fees and expenses of any attorney or collection agency is retained by Licensor
at any time to enforce the provisions hereof, plus such other amounts as may be
due hereunder,


 


If Licensor
elects or becomes obligated to make payments in place of Licensee or if
Licensor incurs any expenses for legal services, court costs, and associated
expenses because of any breach by Licensee, the sum or sums so paid by Licensor
and the amount of such fees, costs and associated expenses shall be payable
forthwith from Licensee to Licensor, together with interest thereon at the rate
of one and one-half percent (1.5%) per month.  If Licensee fails to pay the license fees
herein provided at the times due in the amounts set forth herein, the sums
unpaid shall bear interest at the rate of one and one-half percent (1.5%) per
month from the due date thereof until paid.  Any payment not made within thirty (30) days
after its due date shall bear interest at the rate of one and one-half percent
(1.5%) per month computed from the original due date until paid; however, if
said rate is in excess of the maximum permitted under the laws of the
jurisdiction where the debt accrues, then in such event the rate of interest
shall be the maximum permitted by law.  Acceptance
of any payment by Licensor after its due date shall not constitute a waiver by
Licensor of any of the rights hereunder.


 


13.                                EARLY EXPIRATION OF TERM.  Notwithstanding anything contained herein to
the contrary, if Licensee exhibits any one or more of the pictures the number
of times permitted hereunder prior to the expiration of the term specified
herein, this license shall be deemed terminated with respect to each such
picture as of the date upon which the last permitted run is made.


 


14.                                ASSIGNMENT.  Licensor reserves the right to hypothecate,
pledge or discount this Agreement and to obtain loans from a bank or other
lenders by the assignment as security.  The
Licensee recognizes that this Agreement may be exhibited and or assigned to
such bank or other lenders which may thereby be induced to enter into
substantial commitments in reliance thereon.  The Licensee agrees that in the event of
receipt of written notice of assignment by Licensor, monies due to Licensor
shall be paid to any bona fide third party assignee in accordance with such instructions
without offset, deductions, counter-claim, or other credits which the Licensee
may have or claim to have against Licensor.  Licensor may freely assign this Agreement to
its successor or successors or to any of its associated, affiliated and subsidiary
companies.  This Agreement may not be
assigned by Licensee, either voluntarily or by operation of law, without the
prior written consent of Licensor.  Any
such assignment, if consented to by Licensor, shall not relieve Licensee of its
obligations hereunder.


 


8

















 


15.                                DISPUTE RESOLUTION.


 


(a)                                 In
the event of any dispute, claim, question, or disagreement (“Dispute”) arising
from or relating to this Agreement or the breach thereof, the parties hereto
shall use their best efforts to settle the dispute, claim, question, or
disagreement.  To this effect, they shall
consult and negotiate with each other in good faith and, recognizing their
mutual interests, attempt to reach a just and equitable solution satisfactory
to both parties.  If they do not reach
such solution within a period of 60 days, then upon notice by either party to
the other, all disputes, claims, questions or differences shall be submitted to
mediation administered by the American Arbitration Association under its
Commercial Mediation Rules in New York before resorting to arbitration.


 


(b)                                In
the event that any Dispute, arising from or relating to this Agreement or the
breach thereof, has not been resolved by the parties hereto in accordance with
Paragraph 15.(a) above, such Dispute shall be settled by arbitration in
New York, New York in accordance with the following provisions:


 


(i)                                    All
notices and process in connection with such arbitration shall be served by
certified or registered mail, return receipt requested (or comparable method of
mailing or delivery) to the parties at their addresses for notices as described
above, and shall be deemed given upon the mailing thereof in such manner;


 


(ii)                                 The
Licensee and Licensor shall jointly appoint a single arbitrator, or, if the
Licensee and Licensor cannot agree upon a single arbitrator within fifteen (15)
days after service of notice of intention to arbitrate, then the American
Arbitration Association shall appoint a single arbitrator promptly after the
end of such fifteen (15) day period;


 


(iii)                              Among
the powers of the arbitrator shall be the right and power to interpret and
construe this Agreement and all of its provisions, to award damages and such
other relief as to him or her shall appear just, and to award legal fees and
expenses to the prevailing party as determined by the arbitrator.  Except as otherwise provided herein, the rules then
in effect of the American Arbitration Association shall govern any arbitration
hereunder;


 


(iv)                             The
arbitrator shall render his or her decision as soon as possible after the
Licensee and Licensor have both finished presenting evidence and submitting
briefs to the arbitrator;


 


(v)                                The
decision of the arbitrator shall be final, and shall not be appealable to any
other body except as otherwise provided by law.  The arbitrator’s decision may be entered in
any court having competent jurisdiction.


 


9

















 


16.                                GENERAL.


 


(a)                                 Licensee
acknowledges that telecasts or releases of the licensed pictures originating
outside its basic territory may be received by television sets located within
such basic territory and Licensee agrees that such reception shall not
constitute a breach of this Agreement by Licensor.


 


(b)                                Subject
to the provisions of Paragraph 14 hereof, this Agreement and all of its terms,
conditions and other provisions and all rights herein shall inure to the
benefit of and shall be binding upon the parties hereto and to their respective
successors and assigns.


 


(c)                                 The
titles of the paragraphs of this Agreement are for convenience only and shall
not in any way affect the interpretation of any paragraph of this Agreement or
of the Agreement itself.


 


(d)                                Time
is of the essence in the performance by Licensee of its obligations for payment
hereunder.


 


(e)                                 A
waiver by either party of any of the terms or conditions of this Agreement in
any instance shall not be deemed or construed to be a waiver of such term or
condition for the future, or of any subsequent breach thereof.  All remedies, rights undertakings, obligations
and agreements contained in this Agreement shall be cumulative and none of them
shall be in limitation to any other remedy, right, undertaking, obligation or
agreement of either party.


 


(f)                                   All
notices, statements, and other documents required to be given hereunder shall
be given in writing either by personal delivery, by mail, or telegraph (except
as herein otherwise expressly provided) at the respective addresses of the
parties hereto hereinabove set forth, or such other addresses as may be
designated in writing by either party.  Notice
given by mail or by telegraph shall be deemed given on the date of mailing
thereof or of delivery of such telegram to a telegraph office, charges prepaid
or to be billed.


 


(g)                                This
Agreement shall be deemed made in, and shall be construed and interpreted in
accordance with, the laws of the State of New York applicable to agreements
entirely made and performed therein.


 


(h)                                All
rights not specifically granted herein to the Licensee are reserved for
Licensor’s use and disposition without any limitations whatsoever, regardless
of the extent to which the same are competitive with Licensee or the license granted
hereunder.


 


(i)                                    This
Agreement constitutes the entire agreement between Licensee and Licensor with
respect to the subject matter herein contained and this Agreement cannot be
changed or terminated orally, and no changes, amendments or assignments thereof
shall be binding upon Licensor until accepted in writing by duly authorized
representative of Licensor.


 


10