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  “**Affiliate**” as applied to any Person, means any other Person directly or indirectlycontrolling, controlled by, or under common control with, that Person. The term“control” (including, with correlative meanings, the terms “controlling,” “controlledby” and “under common control with”), as applied to any Person, means the possession,directly or indirectly, of the power to direct or cause the direction of the managementand policies of that Person, whether through ownership interest, by contract orotherwise.   **“****Applicable Law**” means all applicable federal, state, and local laws, statutes,regulations, rulings, ordinances, and other legal requirements.   “**Claims**” means damages (including, without limitation, consequential and punitivedamages), judgments, fines, awards, settlements, costs and expenses, includingreasonable fees and expenses of counsel and experts.   “**Licensed Copyrights**” means the original works of authorship, if any, marked withAARP’s copyright notice, provided by AARP and/or ASI as provider of Quality ControlServices on behalf of AARP to HUSA for its use in connection with the Program.   “**AARP Intellectual Property**” consists of the Licensed Marks, AARP’s name, MemberData, and the Licensed Copyrights, and the goodwill associated therewith.   “**Licensed Marks**” means the AARP Marks as set forth in Exhibit A, as suchExhibit may be modified or supplemented from time to time by AARP upon giving writtennotice to HUSA; provided that HUSA shall not be required to remove, replace, reprint orcease use of any existing advertising or promotional materials, paper goods, and anyother materials and supplies that contain one or more of the Licensed Marks aspreviously set forth on Exhibit A for a period of three (3) months followingthe date of written notice to HUSA, except as would be necessary in the ordinary courseof business, following which time HUSA shall promptly remove, replace, reprint or ceaseuse of any such materials.   “**Member**” means an individual who is then (i.e., at the time in question) a currentmember of AARP, as evidenced by a valid membership number.   “**Member Data**” means the names, addresses, telephone numbers, AARP membershipnumbers, and e-mail addresses that AARP or ASI provide to HUSA or permit HUSA to accessin connection with this Agreement or the License Agreement, including Member mailinglists.   “**Person**” means any corporation, partnership, limited liability company, jointventure, organization, entity, governmental entity, or natural person.   “**Program**” means the hearing care program provided to Members by or through HUSA, asmore fully described in the Services Agreement.
 
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  “**Program Products**” means the products and services offered to Members under theProgram.   **“Program Year”** means December 1 of a calendar year through and including November 30of the next calendar year. (For example, Program Year 1 under this Agreement isDecember 1, 2008 through and including November 30, 2009.)   “**Quality Control Standards**” means those standards and obligations imposed upon HUSAto ensure that activities of HUSA with respect to the Program comply with the terms ofthis Agreement, do not depreciate the value of the Licensed Intellectual Property beinglicensed to HUSA under this Agreement, and uphold the goodwill and reputation of AARP,all as set forth in the Services Agreement.   “**Services**” means the services to be performed by HUSA pursuant to and in accordancewith the Services Agreement.   “**Services Agreement**” means the Hearing Care Program Services Agreement between ASI,AARP and HUSA, entered into on August 8, 2008.   “**Third Party**” means any Person other than a Party to this Agreement and other thanASI. 2. Right to Use AARP Intellectual Property. 2.1 License. During the Term of the Services Agreement and inconsideration of the compensation paid under this Agreement, AARP grants to HUSA theright and license to use the AARP Intellectual Property solely in connection with theoperation and administration of all or any part of the Program (including withoutlimitation advertising and promoting all or any part of the Program) and in connectionwith HUSA’s performance of its obligations under the Services Agreement, all inaccordance with the terms and conditions set forth in the Services Agreement (the“**License**”). The License shall be subject to HUSA’s compliance at all times with anyand all Quality Control Standards as set forth in the Services Agreement.  2.2 Prohibited Uses. In no event may HUSA use any of the LicensedIntellectual Property for any of the following activities, other than as expresslyauthorized in this Agreement, as authorized in writing in advance by AARP, or asauthorized under the Services Agreement: 2.2.1 In connection with public policy statements made by HUSA (whether formally orinformally);  2.2.2 In connection with communications with federal or state government officials;  2.2.3 On business cards, business stationary or letterhead, and/or signage;
 
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 2.2.4 In any manner that is likely to confuse or mislead as to the ownership of anyAARP Intellectual Property, or that may infringe, dilute or denigrate any of theAARP Intellectual Property; or  2.2.5 To use the Licensed Intellectual Property in any manner other than inaccordance with this Agreement, the Services Agreement, or as otherwise expresslyauthorized in advance in writing by ASI as provider of Quality Control Services onbehalf of AARP. 2.3 Ownership; Use. Except for purposes of providing the Program, asdescribed under Section 2.1, HUSA shall acquire no right, title or interest in the AARPIntellectual Property and all AARP Intellectual Property is and shall remain the soleproperty of AARP. In addition, except as otherwise expressly provided in thisAgreement, or the Services Agreement, or with AARP’s prior written consent, HUSAagrees as follows: 2.3.1 HUSA shall not use, sell, transfer, barter, lease, rent,license or otherwise provide or disclose all or any portion of the AARPIntellectual Property to any Third Party.  2.3.2 Any Confidential Information (as such term is defined in theServices Agreement) of AARP and/or ASI acquired by HUSA pursuant to thisAgreement, and all use and/or disclosure of such Confidential Information byHUSA, shall be subject to the Services Agreement, including Section VIII of theServices Agreement.  2.3.3 HUSA agrees that all AARP Intellectual Property is and shallremain the property of AARP and HUSA shall acquire no title or interest in suchproperty, other than the limited license granted to HUSA under Section 2.1above.  2.3.4 HUSA shall promptly notify ASI as provider of Quality ControlServices on behalf of AARP upon HUSA becoming aware of any actual, alleged orthreatened unauthorized use of any AARP Intellectual Property, and HUSA shallreasonably assist ASI as provider of Quality Control Services on behalf of AARPand AARP in investigating or prosecuting any action relating to any suchunauthorized use at AARP’s sole cost and expense.  2.3.5 At the request of ASI, as provider of Quality Control Serviceson behalf of AARP, HUSA shall apply written notations to the Licensed Marks(e.g., the “SM” or “TM” symbols). ASI as provider of Quality Control Serviceson behalf of AARP will provide HUSA with written notice of changes to thenotation requirements for the Licensed Marks and HUSA will implement suchchanges as soon as reasonably practicable.
 
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 2.3.6 Improvements, enhancements or derivative works(“**Modifications**”) to the AARP Intellectual Property made as a result of theimplementation oradministration of the Program or of this Agreement shall belong to AARP,unless the parties agree otherwise in writing in advance of making theModifications. If HUSA creates any Modifications to the AARP IntellectualProperty, HUSA agrees to the extent necessary or requested by ASI asprovider of Quality Control Services on behalf of AARP to irrevocably assignany right, title and interest HUSA may have in and to the Modifications toAARP, and agrees to take or cause to be taken reasonable actions, and toexecute, deliver and file or cause to be executed, delivered and filed suchfurther instruments, documents and agreements as may be reasonably requestedin order to fully effectuate the assignment described herein. HUSA willpromptly disclose and deliver to AARP any and all material Modifications. 2.4 Quality Control; Designation of New Quality Control Representative.The license of AARP Intellectual Property hereunder shall be subject to HUSA’scompliance at all times with any and all Quality Control Standards as set forth in theServices Agreement. AARP has engaged ASI as its representative to perform QualityControl Services on AARP’s behalf, subject to a separate agreement between AARP andASI. AARP, by written notice to HUSA at any time, may designate a different providerof Quality Control Services on AARP’s behalf, with respect to some or all of suchQuality Control Services; HUSA will be afforded an opportunity to consent, such consentnot to be unreasonably withheld. In the event of such designation, references to ASIin this Agreement and in the Services Agreement, with respect to those components ofQuality Control Services covered by such designation, shall be deemed to refer to thenew provider of Quality Control Services.  2.5 Goodwill. HUSA recognizes that there is great value to AARP in allcomponents of the AARP Intellectual Property, including the associatedgoodwill. Therefore, HUSA agrees that all uses by HUSA of the AARP IntellectualProperty shall inure solely to the benefit of AARP. HUSA shall not, during the periodof this Agreement or thereafter, directly or indirectly acquire or assert any interestor property right in the AARP Intellectual Property , nor alter, modify, dilute ormisuse or bring into dispute or challenge the validity or enforceability of anycomponent of the AARP Intellectual Property.  2.6 Registration. HUSA shall not during the term of this Agreement or atany time thereafter adopt, use, register or attempt to register, as the case may be, asa trademark, service mark, trade name, domain name or corporate name, or as partthereof, any of the AARP Intellectual Property, or any word, symbol or picture orcombination thereof which is confusingly similar to any component of the AARPIntellectual Property, anywhere in the world, other than as expressly permitted by thisAgreement, the Services Agreement, or as expressly authorized in writing by AARP. HUSAshall not challenge, in a court of law or otherwise, the ownership of any other rightsof AARP in and to any component of the AARP Intellectual Property.
 
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 2.7 Compliance with Law. As a condition of the License granted in thisAgreement, HUSA will perform, conduct, and manage the Program at all times inaccordance with Applicable Law.  2.8 No Marketing Services. It is agreed that AARP shall provide nomarketing, administrative, or management services in connection with the Program, andthat any such services shall be provided by or on behalf of HUSA.  2.9 Compliance with Services Agreement. HUSA acknowledges that AARP’sdecision to enter into this Agreement is conditioned upon HUSA’s execution of theServices Agreement, whereby HUSA has agreed to permit ASI to maintain Quality ControlStandards of the Program.3. Exclusivity.   During the term of the Services Agreement and in consideration of the compensation paidunder this Agreement, and for purposes of the Program only, AARP grants HUSA the exclusiveright to be the provider of the Products and Services under the Program. Notwithstandingthe foregoing, AARP may brand, and ASI as provider of Quality Control Services on behalf ofAARP may contract with, programs, plans and/or service providers of bundled healthcareservices that include hearing care benefits as long as AARP does not specifically brand thehearing care benefit and ASI as provider of Quality Control Services on behalf of AARP doesnot contract directly with the hearing care service provider. 4. Royalty. 4.1 AARP shall be paid a royalty by HUSA for the license of the AARP IntellectualProperty as follows: A fixed amount per Program Year during the Term as shown below,payable in equal quarterly installments by the tenth (10th) day of the firstmonth in each quarter of the Program Year. (For example, the first payment in ProgramYear 2 is to be paid by December 10, 2009.) Notwithstanding the foregoing, the firstpayment for Program Year 1 shall be paid on January 10, 2009.     Program Year Annual Royalty 1 $7,600,000.00 2 $7,600,000.00 3 $7,600,000.00 
 
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 4.2 As set forth in Section 10.2 of the Services Agreement, HUSA has the option tocontinue the Services Agreement for two more years – Program Years 4 and 5 (December 1,2011 – November 30, 2012 and December 1, 2012 through November 30, 2013.) If HUSAexercises that option, pursuant to Section 10.2 of the Services Agreement, AARP shallbe paid a royalty by HUSA for the licenseof the AARP Intellectual Property in the fixed amount per Program Year duringProgram Years 4 and 5 as shown below, payable in equal quarterly installments by thetenth (10th) day of the first month in each quarter of the Program Year.     Program Year Annual Royalty 4 $11,000,000.00 5 $12,000,000.00  4.3 Payment instructions are set forth in Exhibit B.5. Relationship of the Parties.   Neither AARP nor HUSA are now, nor shall they become or be considered, by virtue of thisAgreement, as principal, agent or partner of the other. Neither AARP nor HUSA will beconsidered to have an ownership interest in the other, and neither Party shall be liable orresponsible to the other in any such capacity or capacities. Neither Party shall at anytime and in any medium or manner state or imply that the other Party has any such ownershipinterest in such Party. 6. Term and Termination of Agreement. 6.1 Term. The term of this Agreement shall begin on the Effective Date andshall expire at 12:00 midnight, Eastern Time on November 30, 2011, unless (i) HUSAexercises the Option to Continue pursuant to Section 10.2 of the Services Agreement or(ii) the Agreement is terminated earlier than November 30, 2011 in accordance with theterms of this Agreement (“**Term**”).  6.2 Termination. AARP shall have the right to terminate this Agreement uponwritten notice to HUSA if HUSA has breached any of its material obligations under thisAgreement, which breach has not been cured within sixty (60) days after written noticeto HUSA of the breach; provided, that in the event AARP reasonably determinesthat HUSA is using its reasonable best efforts to cure the breach, then HUSA shall beentitled to an additional sixty (60) days within which to effectuate that cure. If anymaterial breach of this Agreement by HUSA has not been cured within the cure perioddetermined in accordance with this Section 6.2, this Agreement shall terminate,effective at the conclusion of the last day of the cure period or the day on which HUSAreceives written notice of termination from AARP, whichever is later. Notwithstandingthe foregoing, if a material breach is incapable of cure and constitutes a willfulbreach or is not compensable by monetary damages or equitable relief (other thantermination), AARP may immediately terminate this Agreement upon written notice toHUSA. This Agreement shall automatically terminate upon termination or expiration ofthe Services Agreement.
 
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 6.3 Effect of Termination. Subject to Applicable Law, and subject toHUSA’s obligations with respect to Member Data and AARP Confidential Information thatmight include and/or incorporate AARP Intellectual Property upon termination of theServices Agreement, upon termination or expiration of this Agreement, HUSA shall (i)immediately cease using the AARP Intellectual Property and all materials incorporating,having or using any AARP Intellectual Property; (ii) within a commercially reasonabletime, remove or cause to be removed all components of the AARP Intellectual Propertyfrom all systems, applications or physical components that cause such components of theAARP Intellectual Property to be printed or displayed in any medium; (iii) if feasibledelete or otherwise destroy all AARP Intellectual Property from any and all materialsincorporating, having or using any AARP Intellectual Property. Notwithstanding theforegoing, to the extent it is not feasible for HUSA to remove or destroy any part ofthe AARP Intellectual Property pursuant to clauses (ii) and (iii), HUSA will notifyAARP of the conditions that make return or destruction impossible and will ensure thatthere is no continued use and no disclosure of such AARP Intellectual Property afterthe effective date of termination.7. Indemnification. 7.1 Indemnification by HUSA. HUSA shall, at its own cost and expense,defend, hold harmless and indemnify AARP and its parent, subsidiaries, Affiliates, andeach of their respective officers, directors, trustees, employees, agents andrepresentatives (each an “**AARP Indemnified Party**”) from and against any and all Claimssustained or incurred by that AARP Indemnified Party, caused by, resulting from, orattributable to (i) the use by HUSA, its parents, subsidiaries, subcontractors, andAffiliates, and each of their respective officers, directors, employees, agents andrepresentatives (each a “**HUSA Indemnifying Party**”) of the AARP Intellectual Property,including but not limited to any use of Licensed Marks or Member Data, and relating toany marketing and advertising materials concerning the Program, (other than any suchClaims for which an HUSA Indemnified Party, as defined below, is indemnified by AARPpursuant to Section 7.2 below), or (ii) the breach, gross negligence or willfulmisconduct by a HUSA Indemnifying Party with respect to its obligations under thisAgreement; except to the extent the Claim arises out of the gross negligence or willfulmisconduct of an AARP Indemnified Party.  7.2 Indemnification by AARP. AARP shall at its own cost and expense,defend, hold harmless and indemnify HUSA each of its respective parents, subsidiaries,and Affiliates, and each of their respective officers, directors, trustees, employees,agents and representatives (each a “**HUSA Indemnified Party**”) from and against any andall Claims sustained or incurred by that HUSA Indemnified Party, caused by, resultingfrom, or attributable to (i)any claim that any AARP Intellectual Property usedin performance of this License Agreement or the Services Agreement, as authorized byAARP or ASI as provider of Quality Control Services on behalf of AARP, infringes,misappropriates or violates any intellectual property or other right of any ThirdParty, is libelous or slanderous, orviolates any right of privacy or right of publicity, or (ii) the breach, grossnegligence or willful misconduct by AARP with respect to its obligations under thisAgreement; except to the extent the Claim arises out of the gross negligence orwillful misconduct of an HUSA Indemnified Party.
 
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 7.3 Notice; Defense of Claim. A HUSA Indemnified Party, or an AARPIndemnified Party, as applicable (an “**Indemnified Party**”) shall promptly notify theAARP Indemnifying Party, or the HUSA Indemnifying Party, as applicable (an“**Indemnifying Party**”), in writing, immediately following the time the Indemnified Partyshall receive notice of any claims occurring for which indemnification is sought. TheIndemnifying Party shall assume, on behalf of the Indemnified Party, and conduct withdue diligence and in good faith, the defense thereof with counsel reasonablysatisfactory to the Indemnified Party; *provided*, that the Indemnified Party shall havethe right to be represented therein by counsel of its own selection and at its ownexpense; and, *provided*, *further*, that if the defendants in any such action include boththe Indemnifying Party and the Indemnified Party, and the Indemnified Party shall havereasonably concluded that there may be legal defenses available to it which aredifferent from or additional to, or inconsistent with, those available to theIndemnifying Party, the Indemnified Party shall have the right to select separatecounsel to participate in the defense of such action on its own behalf and at theIndemnifying Party’s expense. The Indemnifying Party shall not agree to settle anymatter without the prior written consent of the Indemnified Party.  7.4 Failure to Defend Action. If any Claim arises as to which theindemnity provided for in Section 7.1 or Section 7.2 may apply, and theIndemnifying Party fails to assume the defense of that Claim within thirty (30) days ofthe Indemnified Party’s notice of the Claim, then the Indemnified Party may at theIndemnifying Party’s expense contest the Claim; provided, that no contest needbe made and settlement in full payment of the Claim may be made without theIndemnifying Party’s consent (with the Indemnifying Party remaining obligated toindemnify the Indemnified Party) if, in the written opinion of the Indemnified Party’soutside counsel, the Claim is meritorious.  7.5 Settlement. In no event shall the Indemnifying Party agree to settleany matter that does not include as an unconditional term a release of all Claims thatthe claimant has or may have against the Indemnified Party, without the prior writtenconsent of the Indemnified Party, which consent shall not be unreasonably withheld. Inthe event any party agrees to settle a Claim subject to this Article VII, noParty shall publicize the settlement without first obtaining the written permission ofthe other Party, which permission shall not be unreasonably withheld or delayed.  7.6 Insurance. At all times during the Term of this Agreement, HUSA shallmaintain a general comprehensive and professional liability insurance policy, orprovide suitable self-funded coverage, having a single occurrence limit of not lessthan One Million Dollars ($1,000,000) and an aggregate limit of not less than TwoMillion Dollars ($2,000,000). HUSA shall carry excess liability insurance in theamount of at least Fifteen Million Dollars ($15,000,000). HUSA shall provide ASI asprovider of Quality Control Services on behalf of AARP with summaries of theinsurance policies (and, if ASI requests, copies of any specific insurance policies)carried in accordance with this provision, as may be amended, supplemented orreplaced from time-to-time. Each insurance policy required to be carried hereundermay not be voluntarily canceled or reduced by HUSA without at least thirty (30)days’ prior written notice to ASI.
 
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8. Representations and Warranties. 8.1 AARP Warranties. AARP represents and warrants to HUSA: 8.1.1 AARP has full power and authority to execute, deliver andperform its obligations set forth in this Agreement and the transactionscontemplated in this Agreement.  8.1.2 This Agreement has been duly authorized by AARP, and whenexecuted and delivered by AARP, constitutes a legal, valid and bindingobligation of AARP, enforceable against it in accordance with its terms exceptas the same may be limited by bankruptcy, insolvency, reorganization or otherlaws relating to or affecting creditors’ rights generally.  8.1.3 No consent, approval, authorization, order, registration orqualification of or with any court or government agency or body havingjurisdiction over AARP, is required for the execution, delivery or performanceof the Agreement by AARP.  8.1.4 The execution, delivery and performance of the Agreement byAARP has been approved by all necessary action, corporate or otherwise, andneither the execution, delivery nor performance of this Agreement will conflictwith or result in a material breach of or default under any of the terms orprovisions of its certificate of incorporation, bylaws, any statute, any order,rule or regulation of any court or government agency or body havingjurisdiction over it or any indenture, mortgage, deed of trust, loan agreementor other material agreement or instrument of which AARP is a party.  8.1.5 AARP owns all right, title and interest in, to and under theLicensed Marks for the products and services for which use of the LicensedMarks is contemplated by this Agreement and the Services Agreement (the“Licensed Products and Services”) in the United States and Canada, and the useand/or employment of any of the Licensed Marks in the advertising, marketing,distribution, offer for sale, sale and promotion of any Licensed Products andServices in the United States or Canada will not violate and/or infringe anyintellectual property or any other rights of any third party. AARP representsand warrants that the Licensed Marksare valid and enforceable for the Licensed Products and Services in theUnited States and Canada, and, further, that it is not aware of anyallegations, claims, disputes, proceedings, opposition proceedings,cancellation proceedings, lawsuits, or the like, relating to the ownership,validity, enforceability, and/or infringement of any of the Licensed Marksfor the Licensed Products and Services in the United States or Canada. AARPrepresents and warrants that it has not previously assigned, transferred,conveyed, and/or otherwise encumbered any right, title or interest in or tothe Licensed Marks for the Licensed Products and Services in the UnitedStates or Canada.
 
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 8.1.6 AARP owns all right, title, and interest in, to, and undereach of the Licensed Copyrights. To AARP’s knowledge, no Licensed Copyright isinvolved in any meritorious infringement, ownership, accounting, or otheradverse proceeding, and, to AARP’s knowledge, no such action is threatened withthe respect to any of the Licensed Copyrights. 8.2 HUSA Warranties. HUSA represents and warrants to AARP: 8.2.1 HUSA has full power and authority to execute, deliver andperform this Agreement and the transactions contemplated in this Agreement.  8.2.2 This Agreement has been duly authorized by HUSA, and whenexecuted and delivered, constitutes a legal, valid and binding obligation ofHUSA, enforceable against it in accordance with these terms, except as the samemay be limited by bankruptcy, insolvency, reorganization or other laws relatingto or affecting creditors’ rights generally.  8.2.3 No consent, approval, authorization, order, registration orqualification of or with any court or government agency or body havingjurisdiction over HUSA is required for the execution or delivery of theAgreement by HUSA.  8.2.4 The execution, delivery and performance of the Agreement byHUSA has been approved by all necessary action, corporate or otherwise, andneither the execution, delivery nor performance of the Agreement by HUSA willconflict with or result in a material breach of, or default under, any of theterms or provisions of its certificate of incorporation, or bylaws or anypresent statute, order, rule or regulation of any court or government agency orbody having jurisdiction over it or any indenture, mortgage, deed of trust,loan agreement or other material agreement or instrument to which HUSA is aparty.
 
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9. General Provisions. 9.1 Entire Agreement. This Agreement, including the Exhibits, which arehereby incorporated into and made a part of this Agreement, constitutes the entireagreement among the parties with respect to the subject matter of this Agreementand, except with respect to the Services Agreement (which remains in full force andeffect in accordance with its terms) supersedes and replaces any prior agreementbetween the parties relating to that subject matter.  9.2 Amendments. Modifications or amendments to this Agreement shall beeffective only if in writing and signed by both Parties.  9.3 Counterparts. This Agreement, including any amendments, may beexecuted and delivered in counterparts, each of which shall be deemed to be anoriginal, and all of which together shall constitute one and the same agreement. Afacsimile or other reproduction of this Agreement shall be deemed an original.  9.4 Further Assurances. The Parties shall cooperate with one another tocarry out and implement their respective obligations under this Agreement and shallperform such further acts, execute such further documents, and enter into such furtheragreements as may be reasonably necessary or appropriate to these ends.  9.5 No Third Party Beneficiaries. The Agreement confers no rightswhatsoever upon any Person other than the Parties and shall not create or beinterpreted to create any standard of care, duty or liability to any Person not aParty.  9.6 Governing Law. To the extent any issue is governed by state law, thisAgreement shall be governed by, and construed and enforced in accordance with, the lawsof the District of Columbia, without regard to conflict of laws principles. Any suit,action or proceeding seeking to enforce any provision of, or based on any matterarising out of or in connection with, this Agreement or the matters contemplated herebymay only be brought in the state and federal courts of the District of Columbia. Eachof the Parties consents to the jurisdiction of such courts (and of the appropriateappellate court there from) in any such suit, action or proceeding and irrevocablywaives, to the fullest extent permitted by law, any objection that it may now orhereafter have to the laying of the venue of any such suit, action or proceeding in anysuch court or that any such suit, actions or proceeding which is brought in any suchcourt has been brought in an inconvenient forum. Process in any such suit, action orproceeding may be served on any party anywhere in the world, whether within or withoutthe jurisdiction of any such court.  9.7 Dispute Resolution. The dispute resolution provisions as set forth inSections 11.7, 11.8 and 11.9 of the Services Agreement (the “**Dispute Provisions”**) arehereby incorporated into this Agreement and shall apply to any dispute between theParties arising under this Agreement. For purposes of this Agreement, all referencesto a “Party” in the Dispute Provisions shall mean one of the Parties to this Agreementand all references to “this Agreement” in the Dispute Provisions shall mean this AARPLicense Agreement.
 
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 9.8 Confidentiality. The confidentiality provisions as set forth inSection VIII of the Services Agreement (the “**Confidentiality Provisions**”) are herebyincorporatedinto this Agreement, and shall apply to the Confidential Information of either Partydisclosed to the other Party pursuant to this Agreement. For purposes of thisAgreement, all references to a “Party” in the Confidentiality Provisions shall meanone of the Parties to this Agreement and all references to “this Agreement” in theConfidentiality Provisions shall mean this AARP License Agreement.  9.9 Survival. The provisions of Sections 6.3, 7 and 9 of this Agreementshall survive termination or expiration of this Agreement. 9.10 Notices. Allnotices, requests and other communications to any Party under this Agreement must be inwriting and given as follows:    If to HUSA:    HearUSA, Inc.1250 Northpoint ParkwayWest Palm Beach, Florida 33407Attention: Stephen Hansbrough, Chief Executive OfficerFacsimile Number: (561) 688-8893    with a copy to:    Bryan Cave LLP700 13th Street, N.W.Washington, D.C. 20005Attention: LaDawn Naegle, Esq.Facsimile Number: (202) 508-6200    If to AARP:    AARP601 E Street, N.W.Washington, DC 20049Attention: Chief Executive OfficerFacsimile Number: (202) 434-2339    with copy to:    AARP601 E Street, N.W.Washington, DC 20049Attention: General CounselFacsimile Number: (202) 434-2320    AARP Services Inc.650 F Street, N.W.Washington, DC 20049Attention: General Counsel   Facsimile Number: (202) 434-6513
 
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  or any other address or facsimile number that the Party may hereafter specify forthe purpose by notice to the other Parties. All notices, requests and othercommunications under this Section shall be deemed to have been given and receivedand shall be effective: (i) in the case of personal delivery, on the date ofpersonal delivery; (ii) in the case of delivery by facsimile, when successfullytransmitted (if sent during the recipient’s normal business hours, or one BusinessDay after the date sent if not sent during the recipient’s normal business hours ona business day, or one Business Day after the date sent if not sent during therecipient’s normal business hours on a Business Day) to the applicable numberspecified in this Section and an appropriate confirmation of transmission isreceived; (iii) in the case of overnight delivery by nationally recognized,overnight courier, one Business Day following the date of dispatch; and (iv) in thecase of mailing, on the third Business Day following the date of deposit in themail. For purposes of this Agreement, “**Business Day**” means any calendar day otherthan Saturday, Sunday or other calendar day on which commercial banks in Washington,D.C. are authorized or required by Applicable Law or executive order to close. 9.11 Binding Effect. This Agreement shall be binding upon and shall inureto the benefit of each of the Parties and their respective successors and permittedassigns.  9.12 Assignment. Neither Party shall assign or otherwise transfer thisAgreement or any of its rights or obligations under this Agreement, except with theprior written consent of the other Party; *provided*, *however*, that if such assignment ortransfer is to an Affiliate of such Party, the other Party’s consent shall not beunreasonably withheld. Any purported assignment or transfer without the requisiteconsent shall be null and void.  9.13 No Waiver. Whenever possible, each provision of this Agreement shallbe interpreted in a manner to render it effective and valid under Applicable Law, butif any provision of this Agreement shall be held to be prohibited or invalid underApplicable Law, that provision shall be ineffective only to the extent of theapplicable prohibition or invalidity, without invalidating the remainder of thatprovision or the remaining provisions of this Agreement. No failure on the part of anyParty to exercise, and no delay in exercising, any right under this Agreement shalloperate as a waiver of that right, nor shall any single or partial exercise of anyright under this Agreement by any Party preclude any other or further exercise of anyother right and no waiver whatever shall be valid unless in a signed writing, and thenonly to the extent specifically set forth in that writing. No waiver of any right underthis Agreement shall operate as a waiver of any other or of the same or similar righton another occasion.
 
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 9.14 Injunctive Relief. HUSA acknowledges and agrees that there may be noadequate remedy at law for any breach or threatened breach of HUSA’s materialobligations under this Agreement, that any material breach or threatened materialbreach may result in irreparable harm to AARP, and therefore, that, upon any materialbreach or threat of a material breach, AARP shall be entitled to seek injunctive orother appropriate equitable relief, in addition to whatever remedies it may have atlaw.  9.15 Interpretation. The headings to the Sections and Articles of thisAgreement are for ease of reference only and shall not affect the meaning orinterpretation of this Agreement. References to the singular include the plural, andvice versa. References to “this Agreement” mean this AARP License Agreement, togetherwith all exhibits, schedules and attachments, as each may be amended, modified,supplemented or restated from time to time in accordance with the terms of thisAgreement. Unless otherwise indicated, references to Sections or Articles shall meanthe sections or articles in this Agreement. The use in this Agreement of the term“including” means “including, without limitation.” Any instrument or Applicable Lawdefined or referred to in this Agreement means that instrument or law as from time totime amended, modified or supplemented, including by succession of comparable successorlaws.
 
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IN WITNESS WHEREOF, the parties have executed this Agreement this 8th day of August, 2008.         AARP, Inc.                 /s/Tom Nelson        Chief Operating Officer                 HearUSA, Inc.                 /s/Stephen J. Hansbrough        Chairman and Chief Executive Officer        
 
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