instruction:
In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.
question:
Exhibit 10.1   PROMOTION AGREEMENT   This Promotion Agreement (Agreement) is entered into effective September 10, 2015 between BookingEntertainment.com (Promoter) of 275 Madison Avenue, 6t h Floor, New York, NY 10016 and VNUE, Inc., (VNUE), a Nevada corporation quoted on the OTCMarkets, with offices at 104 West 29th Street 11th Floor, New York, NY 10001.   WHEREAS, Promoter has substantial business experience in the music industry, and since 1996 has built thousands of relationships with artists, entertainment venues and other industry professionals, while delivering turn-key fully produced live concerts worldwide for almost 20 years; and   WHEREAS, VNUE believes Promoter can provide valuable Promotion services related to rapidly securing contracts with multiple venues with which Promoter has existing relationships.   NOW, THEREFORE, in consideration of the representations, covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, VNUE and the Promoter agree as follows:   Independent Contractor. Nothing contained herein or any document executed in connection herewith, shall be construed to create an employer-employee, partnership or joint venture relationship between VNUE and Promoter. Promoter is an independent contractor and not an officer, director, affiliate, insider, employee or agent of VNUE or any of its subsidiaries or affiliates. Promoter has no authority to, and will not, enter into contracts, make representations, warranties or commitments purporting to be binding on VNUE or otherwise act on VNUE's behalf and shall not take any action that might lead third parties to believe Promoter has the right to do so. The consideration set forth in Section 3 shall be the sole consideration due Promoter for the services rendered hereunder. It is understood that VNUE will not withhold any amounts for payment of taxes from the compensation of Promoter hereunder.   Section 1. Promotion Services. Promoter to provide the following services to VNUE in accordance with the terms and conditions set forth in this agreement:   A. VNUE hereby engages the Promoter as an Independent Contractor to secure contracts for VNUE with Thirty (30) music venues.   B. The Promoter will provide certain skills, expertise, experience and abilities developed as global leader in the music and entertainment business over two decades.   C. The Promoter will consult and work with the Directors and Officers of VNUE concerning matters relating to business development and other matters deemed necessary to perform the Promotion Services.   Section 2. Promoter's Fee. For providing services as set forth herein, VNUE will compensate Promoter i) Two Thousand Five Hundred Dollars ($2,500.00) for each One (1) Year contract Promoter secures per venue and Five Thousand Dollars ($5,000,00) for each Two (2) Year contract Promoter secures per venue, with payment due to Promoter within Thirty (30) Days from the date on which each such contract is countersigned; and ii) through the issuance of VNUE common stock as set forth below, and for the purposes of Rule 144 such shares of stock shall be deemed to have fully earned by Promoter upon the date of each issuance of such stock certificates by VStock Transfer:   Three Million (3,000,000) shares of VNUE common stock shall be awarded to Promoter for performing Promotion Services as follows:



Source: VNUE, INC., 8-K, 9/14/2015







  For every Five (5) music venues that sign a contract with VNUE, Six Hundred Thousand (600,000) shares of VNUE common stock shall be awarded to Promoter;   and   If Ten (10) music venues sign a contract with VNUE before January 16, 2016, Promoter will receive an additional bonus of Three Hundred Thousand (300,000) shares of VNUE common stock.   Section 3. Expenses. VNUE shall reimburse Promoter for expenses incurred by Promoter while performing the duties herein. Promoter shall deliver to VNUE an itemized accounting of expenses incurred on a weekly basis, and VNUE shall reimburse Promoter within Thirty (30) Days of receipt of such accounting.   Section 4. Ability to Perform Services/Third-Party Trade Secrets. Promoter affirms that Promoter is not restricted from providing services in this Agreement due to any agreement with any other person or entity. Promoter will not disclose to VNUE or use in its work any trade secrets, inventions or confidential information of any other person or entity which Promoter is not lawfully entitled to disclose or use.   Section 5. Place of Work. Promoter may perform the Promotion Services at such locations as Promoter may choose.   Section 6. Term. This Agreement shall commence on September 10, 2015 and shall continue for One (1) Year (the Term). At any time prior to the end of the Term, the Parties may agree in writing to extend the Agreement for successive One (1) Year periods (the Renewal Terms) under the same conditions set forth herein.   Section 7. Liability. The work to be performed under this Agreement will be performed entirely at Promoter's risk, and Promoter assumes all responsibility for the condition of equipment and facilities used in the performance of this agreement. Promoter agrees to indemnify VNUE for any and all liability or loss arising in any way out of the actions of Promoter taken in the performance of this Agreement. VNUE agrees to indemnify and hold Promoter harmless for any and all liability or loss arising in any way out of the actions, during the term of this Agreement, of VNUE officers, directors, employees, agents or third parties not under the control of Promoter.   Section 8. Competent Work. All work will be done in a competent fashion in accordance with applicable standards of the profession. Promoter represents, warrants, and covenants the following:   A. Promoter will disclose to VNUE any and all material facts and circumstances, which may affect its ability to perform its undertaking herein.   B. Promoter is an independent contractor acting in the limited capacity as an independent contractor for VNUE.   C. Promoter will not disseminate or share with third parties any material information about VNUE not already contained in a Company report filed with the Securities and Exchange Commission, as Promoter acknowledges that such third parties might try to act on such material non-public information by engaging in insider trading to the detriment of VNUE.



Source: VNUE, INC., 8-K, 9/14/2015







  Section 9. Legal Right. Promoter covenants and warrants that Promoter has the unlimited legal right to enter into this Agreement and to perform in accordance with its terms without violating the rights of others or any applicable law and that he has not and shall not become a party to any other agreement of any kind which conflicts with this Agreement. Promoter shall indemnify and hold VNUE harmless from any and all damages, claims and expenses (including, but not limited to attorneys' fees and costs) arising out of or resulting from any claim that this Agreement violates any such other agreements. Breach of this Section shall operate to terminate this Agreement automatically without notice otherwise required by this Agreement.   Section 10. Notice. Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered, or sent by certified or registered mail, properly addressed to VNUE or Promoter at the addresses set forth above.   Section 11. Enforceability. It is agreed between the parties that there are no other agreements or understandings between them relating to the subject matter of this agreement. This agreement supersedes all prior agreements, oral or written, between the parties and is intended as a complete and exclusive statement of the agreement between the parties. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated in any way.   Section 12. Non-exclusion. It is understood that VNUE does not agree to use BookingEntertainment.com exclusively as its Promoter, and that Promoter shall not be held liable for the actions of third parties which may also be providing the same or similar services during the term of this Agreement. Likewise, Promoter is free to contract for services to be performed for other public and private companies while under contract with VNUE, subject to the terms of this Agreement.   Section 13. Miscellaneous. This Agreement shall inure to the benefit of the parties hereto and their respective successors, heirs and assigns. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without giving effect to choice of law doctrine. The party in violation of any of the provision agrees to pay to the injured party all court fees, attorney fees, charges and expenses as are deemed fair by the court. Each party hereto consents to personal jurisdiction in Nevada and voluntarily submits to its jurisdiction in any action or proceeding with respect to this Agreement. Venue for any action arising hereunder shall lie in the state and federal courts located Nevada.   Section 14. Review by Counsel. Promoter acknowledges that Promoter has had the opportunity to have this Agreement reviewed by legal counsel of Promoter's choice.   Section 15.  Execution. This Agreement may be executed via facsimile and in counterparts, which together shall constitute the single Agreement.   Section 16. SEC Reporting and Press Release. Promoter acknowledges that VNUE is an SEC reporting public company and that a Form 8-K will be filed announcing the Promotion Agreement, which shall include a copy of this Agreement, and that a Press Release summarizing the Agreement and Promoter's background may be issued as well. Promoter agrees to make no additional public statements or press releases related to VNUE or to this Agreement without VNUE's prior written consent.   WHEREFORE, the parties have executed this Promotion Agreement as of the date written above.   VNUE, INC. BOOKINGENTERTAINMENT.COM       By: /s/   By: /s/   Matthew Carona, CEO     Steve Einzig, President



Source: VNUE, INC., 8-K, 9/14/2015 
Question: Highlight the parts (if any) of this contract related to Revenue/Profit Sharing that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or services?
answer:
3320


question:
INTELLECTUAL PROPERTY AGREEMENT

This Intellectual Property Agreement (this Agreement) is entered into in ShenZhen on February 08, 2007 between the following two parties:

Party A: JingWei HengTong Technology (ShenZhen) Co., Ltd. (经纬恒通科技（深圳）有限公司 )  Registration Address: Room 1605 B,Tianan Hi-tech Plaza Tower A,Tian An Cyber Park,Futian District,Shenzhen,China

Party B: ShenZhen JingWei Communication Co., Ltd.(深圳经纬通信技术有限公司) Registration Address: Tianxiang Building Block A 13th, Tian An Cyber Park, Futian District, Shenzhen.

WHEREAS:

1.   Party A, a wholly foreign-owned enterprise incorporated under the laws of the People's Republic of China (the PRC), which has the right of the intellectual property (including but not limited to Trademark, the Ownership of Consumer Data Base, Software Copyright and License) specified in the Appendix I of this Agreement (the intellectual property).

2.   Party B is a limited liability company duly incorporated and validly existing under the PRC law, which is licensed by relevant government authorities to engage in the internet information service value-added telecommunication service;

3.   Party A agrees to license the non- exclusive right to use the intellectual property pursuant to this Agreement to Party B in accordance with the terms and conditions set forth herein and Party B agrees to accept the right to use the intellectual property on the same terms and conditions set forth herein.

NOW THEREFORE, both Parties agree as follows:

1.   Grant of License

1.1   The Intellectual Property

1.1.1   Upon the terms and conditions hereinafter set forth, Party A hereby agrees to grant and Party B hereby agree to accept the right to use the intellectual property in PRC. The license under this Agreement is a non-exclusive, non-assignable and non-transferable license.

1.1.2   Party A owns the sole and exclusive right of the intellectual property, including any improvement, upgrades and derived products, no matter whether such products are created by Party A or Party B. The right and obligation under 1.1.2 of this article shall survive upon termination of this Agreement.

1.2   Scope

Intellectual Property Agreement 1





1.2.1   The Intellectual Property granted to Party B shall only be used to the scope of Party B's Business operated by Party B. Party B shall not sub-license the Intellectual Property to others or use the Intellectual Property in the third party's training, business share, lease without the consent from Party A, unless there are opposite stipulations in this Agreement.

1.2.2   The use right granted under this Agreement is only valid in the PRC. Party B agrees not to directly or indirectly use or authorize to use the Intellectual Property in the other regions.

2.   Terms of Payment: Party B agrees to pay Party A the Intellectual Property License fees (the License Fees) and the specified amount of the license fees and the form of payment are set forth in Appendix 2. Party A has the right to exempt the obligation of payment or adjust the amount of the License Fees set forth in Appendix 2 according to the actual circumstances from time to time.

3.   Party A's Rights and Protection of the Party A's Rights

3.1   Party B agrees, during the term of this Agreement, or thereafter, not to query the copyright or any rights of Party A in connection with the Intellectual Property, and conduct any actions that is deemed by Party A as harmful to its rights or license.

3.2   Party B agrees to provide necessary assistances to help Party A to protect the rights of Intellectual Property. Party A may participate the lawsuits related to the claims of compensation with its own desire, on behalf of itself, Party B or both Parties, once any third party claims the compensation in connection with the Intellectual Property of Party A. If any third party infringes any right of Intellectual Property, Party B shall notify Party A immediately in written of such infringements within the scope that it knows, and only Party A has the right to take actions against such infringements.

3.3   Party B agrees to use the Intellectual Property only pursuant to this Agreement and not to use the Intellectual Property by manner of deceit, misleading or others manners that are deemed by Party A as harmful to the Intellectual Property or the reputation of Party A.

4.   Confidentiality

4.1   Party B shall protect and maintain the confidentiality of any and all confidential data and information acknowledged or received by Party B from Party A (collectively the Confidential Information). Upon termination of this Agreement, Party B shall return Confidential Information to Party A or destroy it itself and delete Confidential Information from any electronic devices and cease to use them as required by Party A. Party B shall not disclose, grant or transfer any Confidential Information to any third party and will not use the Confidential Information without Party A's written consent.

4.2   Both Parties agree that the Article 4 shall survive whatever this agreement is amended, rescinded or terminated.

5.   Representations and Warranties

5.1   Party A represents and warrants as follows:

Intellectual Property Agreement 2





5.1.1   Party A is a wholly foreign-owned enterprise duly incorporated and validly existing under the laws of the PRC.

5.1.2   Party A, subject to its company power and business scope, has taken necessary company actions to get the proper authorization and the consents or approvals (if necessary) from other third party or governments, without breaching any restricts of the laws and company that binds or affects Party A to execute and perform this Agreement.

5.1.3   The Agreement will constitute a legal, valid and binding agreement of Party A and will be enforceable against Party A in accordance with its terms upon its execution.

5.1.4   Party A owned copyright or license of the Intellectual Property.

5.2   Party B represents and warrants as follows:

5.2.1   Party B is a company duly registered and validly existing under the laws of the PRC and is licensed by relevant government authorities to engage in the internet information service value-added telecommunication service.

5.2.2   Party B, subject to its company power and business scope, has taken necessary company actions to get the proper authorization and the consents or approvals (if necessary) from other third party or governments, without breaching any restricts of the laws and company that binds or affects Party B to execute and perform this Agreement.

5.2.3   The Agreement will constitute a legal, valid and binding agreement of Party B and will be enforceable against Party B in accordance with its terms upon its execution.

6.   Effective Date and Term

6.1 This Agreement has been duly executed as of the date first set forth above and shall be effective simultaneously. The term of this Agreement is five (5) years unless the early termination in accordance with this Agreement. However, Party A and Party B shall review this Agreement every six (6) months to determine whether any amendment or supplement to the Agreement is necessary by considering the circumstances after the executing of this Agreement.

6.2   This Agreement may be extended by both Parties in writing upon the expiration of this Agreement. The term of extension will be decided by the consultation of both Parties.

7.   Termination

7.1   Early Termination

Without prejudice to any legal or other rights or remedies of the party who asks for termination of this Agreement, any Party has the right to terminate this Agreement immediately with written notice to the other party in the event the other party materially breaches this Agreement including but not limited to the obligation under Article 3 of this Agreement and fails to cure its breach within thirty (30) days from the date it receives written notice of its breach from the non-breaching party. During the term of this Agreement, Party A may terminate this Agreement at any time with a written notice to Party B 30 days before such termination.

Intellectual Property Agreement 3





7.2   Effect of Termination or Expiration

Upon and after the expiration or termination of this Agreement, Party B shall not have all rights granted pursuant to this Agreement and will refrain from further direct or indirect use of the Intellectual Property.

8.   Force Majeure

8.1   Force Majeure, which includes but not limited to acts of governments, acts of nature, fire, explosion, typhoon, flood, earthquake, tide, lightning or war, means any event that is beyond the party's reasonable control and cannot be prevented with reasonable care of the affected party. However, any shortage of credit, capital or finance shall not be regarded as an event beyond the party's reasonable control. The party affected by Force Majeure and seeks for the exemption from performing the obligations under this Agreement shall inform the other party of such exemption and any action taken by it for performing this Agreement.

8.2   In the event that the affected party is delayed in or prevented from performing its obligations under this Agreement by Force Majeure, only within the scope of such delay or prevention, the affected party will not be responsible for any damage by reason of such a failure or delay of performance. The affected party shall take appropriate manners to minimize or remove the effects of Force Majeure and attempt to resume the performance of the obligations delayed or prevented by the event of Force Majeure. Once the event of Force Majeure is removed, both parties agree to resume the performance of this Agreement with their best efforts.

9.   Settlement of Disputes: Both Parties shall strive to settle any dispute arising from the interpretation or performance through friendly consultation. In case no settlement can be reached through consultation within 30 days after one party ask for consultation, each party can submit such matter to China International Economic and Trade Arbitration Commission (the CIETAC) in accordance with its rules, and the arbitration proceedings shall be conducted in Chinese and shall take place in Beijing. The arbitration award shall be final and conclusive and binding upon the parties and shall be enforceable in accordance with its terms.

10.   Notices: Notices or other communications required to be given by any party pursuant to this Agreement shall be written in English and Chinese and delivered personally or sent by registered mail or postage prepaid mail or by a recognized courier service or by facsimile transmission to the address of relevant each party or both parties set forth below or other address of the party or of the other addressees specified by such party from time to time. The date when the notice is deemed to be duly served shall be determined as the follows: (a) a notice delivered personally is deemed duly served upon the delivery; (b) a notice sent by mail is deemed duly served the tenth (10th) day after the date when the air registered mail with postage prepaid has been sent out (as is shown on the postmark), or the fourth (4th) day after the delivery date to the internationally recognized courier service agency; and (c) a notice sent by facsimile transmission is deemed duly served upon the receipt time as is shown on the transmission confirmation of relevant documents.   Intellectual Property Agreement 4





  Party A: JingWei HengTong Technology (ShenZhen) Co., Ltd. Address: Room 1605 B,Tianan Hi-tech Plaza Tower A,Tian An Cyber Park,Futian District,Shenzhen Attn: Ms. Wei Zhang Fax: 86-0755-82924449     Tel: 86-0755-82924488

Party B: ShenZhen JingWei Communication Co., Ltd. Address: Tianxiang Building Block A 13th, Tian An Cyber Park, Futian District, Shenzhen. Attn: Mr. Wei Li Fax: 86-0755-82924449     Tel: 86-0755-82924488

11.   Assignment or Sublicense: This Agreement and all the rights and obligations of Party B hereunder shall not be assigned, pledged, sublicensed without the prior written consent of Party A.

12.   Applicable Law: The validity, implementation and interpretation of this Agreement shall be governed by the laws of PRC.

13.   Amendment and Supplement: Any amendment and supplement of this Agreement shall be made by both parties in writing. The amendment and supplement duly executed by both parties shall be deemed as a part of this Agreement and shall have the same legal effect as this Agreement.

14.   Severability: If any clause hereof is judged as invalid or non-enforceable according to relevant laws, such clause shall be deemed invalid only within the applicable area of the Laws and without affecting other clauses hereof in any way.

15.   Appendices: The Appendices referred to in this Agreement are an integral part of this Agreement and have the same legal effect as this Agreement.

IN WITNESS THEREOF Both Parties hereto have caused this Agreement to be duly executed on their behalf by a duly authorized representative as of the date first set forth above.

Party A: JingWei HengTong Technology (ShenZhen) Co., Ltd.  Legal Representative/Authorized Representative:      Seal:

Party B: ShenZhen JingWei Communication Co., Ltd. Legal Representative/Authorized Representative:      Seal:

5





Appendix 1

List of Intellectual property

Item Certificate Name Certificate number Issue date

1 Product Registration Certificate (Operation analysisV1.0) (经篛分析炑件V1.0) 深 DGY - 2003 - 0164 2003.3.6

2 Product Registration Certificate (NGNbilling and operationV2.1)(NGN综合篛帐和瑟狇炑件V2.1) 深 DGY - 2005 - 0030 2005.1.27

3 Product Registration Certificate (YL-2000Telecom operation billingV3.X)(宇恧YL-2000电信业务瑟狇帐务系统V3.X) 深 DGY - 2001 - 0177 2001.6.15

4 Product Registration Certificate (YLDC-2000multiserver data collectionV2.10)(YLDC-2000羬机渹椺炑件V2.10) 深 DGY - 2003 - 0163 2003.3.6

5 Product Registration Certificate (YL-2001major account managementV2.0)(YL-2001大客户管理炑件V2.0) 深 DGY - 2003 - 0105 2003.3.6

6 Product Registration Certificate (Data ware housingV1.0)(新宇恧炑件数据仓库炑件V1.0) 深 DGY - 2006 - 0780 2006.3.16

7 Product Registration Certificate (GT800-OBSSoperationV3.0)新宇恧GT800-OBSS篛帐炑件V3.0) 深 DGY - 2006 - 0363 2006.4.29

8 software ownership certificate (NGNopeation and billingV2.1)(NGN综合篛帐和瑟狇炑件V2.1) 2005SR02400 2005.03.03

9 software ownership certificate (telecom operation strategic analysisV1.0)(电信决策支持系统V1.0) 2004SR03050 2004.04.08

List of Consumer Data Acquisition and Management Contracts

  Contract Contract Partner 1 Consumer Data Acquisition and Management Contract ShenZhen HongTian Hi-Tech Development Co, Ltd 深圳市宏天攨科技发展有榰公司 2 Consumer Data Acquisition and Management Contract ShenZhen Doubi Digital Tech Co, Ltd 深圳市多比数码技术有榰公司 3 Consumer Data Acquisition and Management Contract GuangDong FengDa Hi-Tech Co, Ltd 广东丰灂攨科技有榰公司   Intellectual Property Agreement 6





Appendix 2 Account and payment method of License Fee

Party B should pay for All Intellectual Property RMB 1,000,000 per year to Party A as license fee. Party B shall pay the license fee to the account designated by Party A before December 31 each year. Party A has the right to determine whether or not to exempt the Party B's obligation to pay license fee at its discretion.   Intellectual Property Agreement 7 
Question: Highlight the parts (if any) of this contract related to Non-Transferable License that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?
answer:
2324


question:
Exhibit 10.5 TRADEMARK LICENSE AGREEMENT This TRADEMARK LICENSE AGREEMENT (the Agreement) is effective as of the [·] day of [·], 2019 (Effective Date) between Morgan Stanley Investment Management Inc. (Licensor), and Morgan Stanley Direct Lending Fund, a Delaware corporation (Licensee). WHEREAS, Licensor is the owner of all rights to the trademark Morgan Stanley and the Morgan Stanley design (collectively, the Brand); WHEREAS, Licensee is a closed-end investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended (together with the rules promulgated thereunder) (the Licensee Business); WHEREAS, in connection with Licensee's public filings, requests for information from state and federal regulators, offering materials and advertising materials, and press releases, Licensee desires to state in such materials that investment advisory services are being provided by Licensor (or an affiliate thereof) to Licensee (collectively, the Permitted Activity); and WHEREAS, Licensor is willing to permit Licensee to use the Brand for the Permitted Activity, subject to the terms and conditions herein. NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Grant of Rights; Sublicensing. Section 1.1. License Grant. Subject to the terms and conditions herein, Licensor hereby grants to Licensee a non-exclusive, non- transferable, and (subject to Section 1.2 hereof) non-sublicensable license for the use of the Brand solely for the Permitted Activity. Section 1.2. Sublicensing. Licensee may sublicense its rights under Section 1.1 solely to a current or future wholly owned subsidiary of Licensee, and then only with the prior written consent of Licensor (which shall not be unreasonably withheld), provided that any such sublicense shall terminate automatically, with no need for written notice to the sublicensee, if (a) such entity ceases to be a wholly owned subsidiary of Licensee, (b) this Agreement terminates for any reason or (c) such sublicensee materially breaches its sublicense in a manner that harms the Brand and does not cure the same within 15 days after notice from Licensor or Licensee. Licensee shall notify Licensor promptly after becoming aware that any sublicensee has breached its sublicense and shall ensure that all sublicenses provide (i) for the foregoing termination rights of Licensor and (ii) obligations for sublicensee with respect to the Brand that are consistent with those of Licensee herein. Any act or omission by a sublicensee that would breach this Agreement if committed by Licensee shall constitute a breach of this Agreement by Licensee. 2. Ownership. Licensee acknowledges and agrees that, as between the parties, Licensor is the sole owner of all right, title and interest in and to the Brand. Licensee agrees not to do anything inconsistent with such ownership, including (i) filing to register any trademark or service mark containing the Brand or (ii) directly or indirectly challenging, contesting or otherwise

Source: MORGAN STANLEY DIRECT LENDING FUND, 10-12G/A, 11/19/2019





disputing the validity, enforceability or Licensor's ownership of the Brand (and the associated goodwill), including without limitation, in any claim, allegation, action, demand, proceeding or suit (Action) regarding enforcement of this Agreement or involving any third party. The parties intend that any and all goodwill in the Brand arising from Licensee's or any applicable sublicensees' Permitted Activity shall inure solely to the benefit of Licensor. Notwithstanding the foregoing, in the event that Licensee or any sublicensee is deemed to own any rights in the Brand, Licensee hereby irrevocably assigns (or shall cause such sublicensees to assign), without further consideration, such rights to Licensor together with all goodwill associated therewith. 3. Use of the Permitted Activity. Section 3.1. Quality Control. Licensee's Permitted Activity shall be in a manner consistent with Licensor's high standards of and reputation for quality, and in accordance with good trademark practice wherever any of the same are used. Licensee shall not take any action that could reasonably be expected to harm the Brand or the goodwill associated therewith. Licensee shall use with the Brand any applicable trademark notices as may be requested by Licensor or required under applicable laws, regulations, stock exchange and other rules (Laws) and reputable industry practice. Section 3.2. Prior Written Approval. Prior to using the Brand in any manner, Licensee shall submit all proposed uses to Licensor for prior written approval. Section 3.3. Compliance with Laws. Licensee shall, at its sole expense, comply at all times with all applicable Laws and reputable industry practice pertaining to the Licensee Business and Permitted Activity. 4. Termination. Section 4.1. Term. The term of this Agreement commences on the Effective Date and continues in perpetuity, unless termination occurs pursuant to Sections 4.2 through 4.4. Section 4.2. Termination for Convenience. Licensor reserves the right to terminate this Agreement immediately upon written notice for any reason, including if the usage of the Brand is not in compliance with the standards and policies. Section 4.3. Termination for Breach. If either party materially breaches one or more of its obligations hereunder, the other party may terminate this Agreement, effective upon written notice, if the breaching party does not cure such breach within 15 days after written notice thereof (or any mutually agreed extension). Licensor may terminate this Agreement immediately, effective upon written notice, if (i) Licensee attempts to violate Section 8 or (ii) a sublicensee materially breaches its sublicense in a manner that harms the Brand, and (a) such sublicensee does not cure the same within 15 days after notice from Licensor or Licensee or (b) Licensee does not terminate such sublicense within 15 days after notice from Licensor. Section 4.4. Termination of Advisory Agreement. This Agreement shall terminate automatically without notice and immediately (a) if MS Capital Partners Adviser Inc. or another affiliate of Licensor is no longer acting as the investment adviser (any such entity, the Advisor) to Licensee under the Investment Advisory Agreement, dated as of [·], 201[9] (as the same may 2

Source: MORGAN STANLEY DIRECT LENDING FUND, 10-12G/A, 11/19/2019





be amended, modified or otherwise restated, the Investment Advisory Agreement), or a similar agreement, or (b) the Advisor is no longer an affiliate of Licensor. Further, Licensor may terminate this Agreement, effective upon written notice, at any time after 30 days from the date that Licensee notifies Licensor that the Investment Advisory Agreement has terminated or is not being renewed. The term affiliate as used herein shall have the meaning given to such term in the Investment Advisory Agreement. Section 4.5. Effect of Termination; Survival. Upon termination of this Agreement for any reason, (a) Licensee shall immediately, except as required by applicable Law, (i) cease all use of the Permitted Activity; and (b) the parties shall cooperate so as to best preserve the value of the Brand. Section 2, this Section 4.5, and Sections 6.2, 6.3, 7 and 9 shall survive termination of this Agreement. 5. Infringement. Licensee shall notify Licensor promptly after it becomes aware of any actual or threatened infringement, imitation, dilution, misappropriation or other unauthorized use or conduct in derogation (Infringement) of the Brand. Licensor shall have the sole right to bring any Action to remedy the foregoing, and Licensee shall cooperate with Licensor in same, at Licensor's expense. 6. Representations and Warranties; Limitations. Section 6.1. Each party represents and warrants to the other party that: (a) This Agreement is a legal, valid and binding obligation of the warranting party, enforceable against such party in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity); (b) The warranting party is not subject to any judgment, order, injunction, decree or award that would interfere with its performance of any of its obligations hereunder; and (c) The warranting party has full power and authority to enter into and perform its obligations under this Agreement in accordance with its terms. Section 6.2. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT AND THE BRAND, AND EXPRESSLY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING ANY WITH RESPECT TO TITLE, NON-INFRINGEMENT, MERCHANTABILITY, VALUE, RELIABILITY OR FITNESS FOR USE. LICENSEE'S USE OF THE PERMITTED ACTIVITY IS SOLELY ON AN AS-IS BASIS. Section 6.3. EXCEPT WITH RESPECT TO LICENSEE'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES (INCLUDING LOST PROFITS OR GOODWILL, BUSINESS 3

Source: MORGAN STANLEY DIRECT LENDING FUND, 10-12G/A, 11/19/2019





INTERRUPTION AND THE LIKE) RELATING TO THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7. Indemnification. Section 7.1. Indemnity by Licensee. Licensee will defend at its expense, indemnify and hold harmless Licensor and its affiliates and its and their respective directors, officers, employees, shareholders, investors, agents and representatives from any losses, liabilities, obligations, damages, awards, settlements, judgments, fees, costs or expenses (including reasonable attorneys' fees and costs of suit) arising out of or relating to any third-party Action against any of them that arises out of or relates to (i) any breach by Licensee of this Agreement or its warranties, representations, covenants and undertakings hereunder, (ii) Licensee's operation of the Licensee Business or (iii) any claim that Licensee's use of the Brand, other than as explicitly authorized by this Agreement, Infringes the rights of a third party. Section 7.2. Indemnification Procedure. Licensor will promptly notify Licensee in writing of any indemnified claim and promptly as practicable tender its defense to Licensee. Any delay in such notice or tender will not relieve Licensee from its obligations to the extent it is not prejudiced thereby. Licensor will cooperate with Licensee at Licensee's expense in the defense of any indemnified claim. Licensee may not settle any indemnified claim without Licensor's prior written consent in Licensor's sole discretion. Licensor may participate in its defense of an indemnified claim with counsel of its own choice at its own expense. 8. Assignments. Licensee may not assign, transfer, pledge, mortgage or otherwise encumber this Agreement or its right to use the Brand (or assume this Agreement in bankruptcy), in whole or in part, without the prior written consent of Licensor in its sole discretion, except for an assignment outside of bankruptcy to a successor organization that is solely the result of a name change by Licensee. For the avoidance of doubt, a merger, change of control, reorganization or sale of all or substantially all of the stock of Licensee shall be deemed an assignment requiring the above consent, regardless of whether Licensee is the surviving entity or whether such transaction constitutes an assignment under applicable law. Licensee acknowledges that its identity is a material condition that induced Licensor to enter into this Agreement. Any attempted action in violation of the foregoing shall be null and void ab initio and of no force or effect, and shall result in immediate termination of this Agreement. In the event of a permitted assignment hereunder, this Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted assigns. 9. Miscellaneous. Section 9.1. Notice. Any notices herein shall be deemed to have been duly given if (i) delivered or delivered by facsimile, when received, (ii) sent by U.S. Express Mail or recognized overnight courier, on the following business day or (iii) delivered by electronic mail, when received: 4

Source: MORGAN STANLEY DIRECT LENDING FUND, 10-12G/A, 11/19/2019





LICENSOR: Morgan Stanley Investment Management Inc. 1585 Broadway New York, NY 10036 Attention: [·] Facsimile: [·] Email: [·]

LICENSEE: Morgan Stanley Direct Lending Fund 1585 Broadway New York, NY 10036 Attention: [·] Facsimile: [·] Email: [·] Section 9.2. Integration. This Agreement contains the entire agreement among the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings (including, without limitation, any prior agreements between Licensee and Licensor), with respect thereto. Section 9.3. Amendments. Neither this Agreement, nor any terms hereof, may be amended except in an instrument in writing executed by the parties. Section 9.4. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN NEW YORK CITY FOR THE PURPOSE OF ANY ACTION RELATING TO OR ARISING OUT OF THIS AGREEMENT. Section 9.5. Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION RELATING TO OR ARISING OUT OF THIS AGREEMENT. LICENSEE AGREES THAT LICENSOR WOULD BE IRREPARABLY HARMED BY ANY BREACH OF THIS AGREEMENT BY LICENSEE THAT HARMS THE BRAND, AND THAT LICENSOR MAY (IN ADDITION TO ITS OTHER RIGHTS AND REMEDIES HEREIN) SEEK TEMPORARY, PRELIMINARY OR PERMANENT INJUNCTIVE RELIEF (INCLUDING SPECIFIC PERFORMANCE) TO ENJOIN OR PREVENT ANY SUCH BREACH, WITHOUT POSTING BOND OR OTHER SECURITY. Section 9.6. No Waiver; Cumulative Remedies. No failure or delay by a party to exercise any right hereunder, in whole or in part, shall operate as a waiver thereof. The parties' rights and remedies herein are cumulative and not exclusive of any other rights and remedies provided by applicable Law. Section 9.7. Costs and Expenses. Each party shall bear its own costs and expenses (including the fees and disbursements of counsel) incurred in connection with the negotiations and preparation of this Agreement. Section 9.8. Section Headings. The section headings in this Agreement are for convenience only and shall not affect its interpretation. This Agreement shall be construed as if it were drafted jointly by the parties. 5

Source: MORGAN STANLEY DIRECT LENDING FUND, 10-12G/A, 11/19/2019





Section 9.9. Counterparts. This Agreement may be executed in counterparts. PDF or facsimile signatures shall serve as originals to bind the parties to the Agreement. Section 9.10. Severability. Any provision of this Agreement that is held to be invalid or unenforceable shall not invalidate or render unenforceable any other provision hereof. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 6

Source: MORGAN STANLEY DIRECT LENDING FUND, 10-12G/A, 11/19/2019





IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the date first written above. MORGAN STANLEY DIRECT LENDING FUND a Delaware corporation By: Name: Title: MORGAN STANLEY INVESTMENT MANAGEMENT INC. a Delaware corporation By: Name: Title: [Signature Page to Trademark License Agreement]

Source: MORGAN STANLEY DIRECT LENDING FUND, 10-12G/A, 11/19/2019 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
answer:

3315