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.
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Question: EXHIBIT 10.8

   [Certain confidential information has been omitted from this Exhibit 10.8                                                                 ------------ pursuant to a confidential treatment request filed with the Securities and Exchange Commission. The omitted information is indicated by the symbol *** at each place in this Exhibit 10.8 where the omitted information appeared in the                    ------------ original.]

                             CO-BRANDING AGREEMENT                              ---------------------

    This Co-Branding Agreement (this Agreement) dated March 15, 2000  (the Effective Date) is entered into between VerticalNet, Inc., a Pennsylvania corporation having a principal place of business at 700 Dresher Road, Suite 100, Horsham, Pennsylvania, 19044 (VerticalNet), and LeadersOnline, Inc. a Delaware corporation having a principal place of business at  18401 Von Karman Avenue, Suite 500, Irvine, California, 92612 (LeadersOnline) (each a Party and together the Parties).

                                   BACKGROUND

   WHEREAS, VerticalNet owns and operates a series of Online Communities (as defined below) that are accessible via the World Wide Web, each of which is designed to be an online gathering place for businesses of a certain type or within a certain industry; and

   WHEREAS, LeadersOnline desires to advertise its job placement services (the LeadersOnline Services) on certain of VerticalNet's Online Communities through banner ads, newsletters and employer spotlights, to access VerticalNet's proprietary resume bank and to display and maintain a Link (as defined below) from the LeadersOnline Site (as defined below) to a VerticalNet Site (as defined below) to enable users of the LeadersOnline Site to access and utilize the VerticalNet Online Communities; and

   WHEREAS, VerticalNet desires to permit LeadersOnline to advertise the LeadersOnline Services on certain of VerticalNet's Online Communities through banner ads, newsletters and employer spotlights, to allow LeadersOnline access to VerticalNet's proprietary resume bank and to create a Link from the LeadersOnline Site to a VerticalNet Site to enable users of the LeadersOnline Site to access and utilize the VerticalNet Online Communities.

    NOW, THEREFORE, in consideration of the mutual covenants herein, and intending to be legally bound hereby, VerticalNet and LeadersOnline agree as follows:

I.  DEFINITIONS

    1.1.  Affiliate shall mean, when used with reference to a Party, any individual or entity directly or indirectly controlling, controlled by or under common control with such Party.  For purposes of this definition, control means the direct or indirect ownership of at least 50% of the outstanding voting power of a Party, or the right to control the policy decisions of such Party.

    1.2.  Banner shall mean a graphical image advertising a Party's Site that is posted on the other Party's Site in an area designated by the Party controlling the Site on which the image is posted, and containing a Link to the Site of the Party which purchased the Banner.

    1.3.  Career Center shall mean that area of the VerticalNet Online Communities designated by VerticalNet in which VerticalNet offers various employment related services to Users of the VerticalNet Sites, including resume posting, career information and Employer Spotlights.

                                       1

    1.4.  Confidential Information shall mean, subject to the provisions of Section 9.2  [Exclusions], all proprietary and confidential information of a Party, including, without limitation, trade secrets, technical information, business information, sales information, customer and potential customer lists and identities, product sales plans, sublicense agreements, inventions, developments, discoveries, software, know-how, methods, techniques, formulae, data, processes and other proprietary ideas, whether or not protectable under patent, trademark, copyright or other areas of law, that the other Party has access to or receives. For purposes of this Agreement, this Agreement shall be considered Confidential Information.

    1.5.  Employer Spotlight shall mean a feature on the VeticialNet Sites containing company listings that  Link to full-page company descriptions of employers actively recruiting candidates to fill open positions within their companies that is framed by VerticalNet Proprietary Features.

    1.6.  Home Page shall mean the first page presented when a User selects a Site or presence on the World Wide Web.

    1.7.  HR Site shall mean the VerticalNet Site located on the World Wide Web at HRHub.com, or any successor Sites thereto.

    1.8.  Intellectual Property shall mean any and all trade secrets, patents, copyrights, trademarks, service marks, URLs, trade dress, brand features, know- how and similar rights of any type under the laws of any applicable governmental authority, including, without limitation, all applications and registrations relating to any of the foregoing.

    1.9.  Intellectual Property Rights shall mean all rights in and to Intellectual Property, including, without limitation, all patent rights, copyrights, trademarks, service marks, know-how and trade secrets.

    1.10.  LeadersOnline Mark shall mean any trademark, service mark, trade name, domain name, design or logo of LeadersOnline or its Affiliates.

    1.11.  LeadersOnline Site shall mean the Site located at

Source: LEADERSONLINE INC, S-1/A, 4/27/2000





www.LeadersOnline.com (and any successor Site thereto).

    1.12.  LeadersOnline-VerticalNet Revenue shall mean the total gross fees received by LeadersOnline from VerticalNet-LeadersOnline Clients for the use of LeadersOnline Services, exclusive of taxes and expense reimbursements.

    1.13.  Link shall mean a link, including but not limited to a hyperlink, button or banner, that connects two Sites in a manner so that when a User clicks on the link, the User is transferred directly from one Site to a second Site.

    1.14.  Listing Page shall mean a page on the VerticalNet Site that contains a listing of all currently available VerticalNet Online Communities and Links to each of such Online Communities.

                                       2

    1.15.  Newsletter Ads shall mean an advertising message comprised of text describing LeadersOnline and its services that is placed in an email transmission containing employment related information supplied by VerticalNet that is transmitted to Users of the HR Site who have provided their email addresses to VerticalNet along with permission to transmit such messages to the email address.

    1.16.  Online Community shall mean a VerticalNet Site that acts as a comprehensive source of information, dialogue and commerce for a particular industry or service market.

    1.17.  Proprietary Feature shall mean any name, trademark, service mark, trade name, domain name, navigational element, copyright, or logo which is proprietary to LeadersOnline and/or VerticalNet, as appropriate.

    1.18.  Site shall mean a site located on the World Wide Web portion of the Internet.

    1.19.  Resume Bank shall mean a collection of resumes stored in electronic form that have been posted in Career Centers by Users of the VerticalNet Sites.

    1.20.  Term shall mean the Effective Date through June 15, 2001 and any Renewal Term (as defined in paragraph 7.4 herein.)

    1.21.  URL shall mean a universal resource locator used for the purpose of identifying a Site located on the Internet.

    1.22.  User shall mean a single person who accesses and views a Site whether directly from a web browser or through a Link.

    1.23.  User Data shall mean all data generated by an Internet server that relates to file requests, user identification, transaction logs, session times and other information regarding the Users directed to the LeadersOnline Site through the Banner Links or Employer Spotlight, generated or collected by or through the LeadersOnline Site, but excluding any information that relates or refers to a particular project of such User.

    1.24.  VerticalNet Branded Link shall mean a Link (including but not limited to a hyperlink, button or banner) containing a VerticalNet Mark that will take Users of the LeadersOnline Site to the Listing Page.

    1.25.  VerticalNet Mark shall mean any trademark, service mark, trade name, domain name, design or logo of VerticalNet.

    1.26.  VerticalNet-LeadersOnline Clients shall mean the clients of LeadersOnline that utilize the LeadersOnline Services and pay commissions or other fees to LeadersOnline for the use of its Services, and make initial contact with the LeadersOnline Site through a Link from a VerticalNet Site or through direct access to the LeadersOnline Site if such access was prompted by information presented in a Banner, Newsletter Ad or Employer Spotlight containing information about the LeadersOnline Services.

                                       3

    1.27.  VerticalNet Site shall mean a Site owned and operated by VerticalNet or a portion of such Site designated by VerticalNet.

2. VERTICALNET BRANDED LINK

    2.1.  Hosting and Maintenance.  LeadersOnline shall be responsible for the hosting, display and maintenance of the VerticalNet Branded Link on the LeadersOnline Site.  The VerticalNet Branded Link shall be located on the Home Page of the LeadersOnline Site and on the first page of each section of the Site, including the sections entitled Becoming a Member, Why You Should Join, How it Works, About LeadersOnline and Recruiter Information.  The VerticalNet Branded Link shall be available on each of the foregoing pages as soon as reasonably practicable after the Effective Date, and throughout the Term.  It shall be located in an area of the foregoing pages and in a size mutually agreeable to the Parties.

    2.2.  Mark License. VerticalNet hereby grants LeadersOnline a non-exclusive, nontransferable, royalty-free right and license for the Term of this Agreement to utilize a VerticalNet Mark in a form approved by VerticalNet for the design and display of  the VerticalNet Branded Link.

    2.3.  Link License. VerticalNet hereby grants to LeadersOnline a non- exclusive, non-transferable, royalty-free right and license to link to the VerticalNet Site.  The Link will access the Listing Page of the VerticalNet Site located at www.verticalnet.com.

3. BANNER/NEWSLETTER PURCHASE COMMITMENT.

    3.1.  Purchase Commitment. During the Term of this Agreement, LeadersOnline agrees to purchase from VerticalNet Banners and Newsletter Ads for a total price of at least *** ($***).  All prices for such Banners and Newsletter Ads shall be offered to LeadersOnline at a ***% discount off of VerticalNet's then current prices for similar Banners or Newsletters Ads.  All purchases shall be subject to VerticalNet's standard terms and conditions governing advertising on VerticalNet Sites.

    3.2.  Purchase Requirements.  LeadersOnline agrees to purchase at least *** ($***) of such Banners and Newsletter Ads in each calendar quarter after the

Source: LEADERSONLINE INC, S-1/A, 4/27/2000





Effective Date (prorated for any partial quarters) until a total of $*** have been purchased, provided, the total dollar amount purchased by LeadersOnline in any calendar quarter shall not consist of greater than ***% (in dollars) of either Banners or Newsletter Ads until a total of $*** has been purchased.

    3.3.  Advertisement Placement. VerticalNet shall use commercially reasonable efforts to place a Banner purchased in accordance with Section 3.1  [Purchase Commitment] on the HR Site Home Page for a period of 6 months on a rotating, rather than fixed, basis. In addition, as part of the purchase commitment set forth in Section 3.1  [Purchase Commitment], VerticalNet shall provide LeadersOnline up to $*** worth of Banner placements on the Home Page of other VerticalNet Sites of LeadersOnline's choice.  All Banner and Newsletter Ad placements shall be in locations mutually agreeable to the Parties, subject to space limitations and other contractual commitments of VerticalNet.

___________ *** Omitted pursuant to a confidential treatment request filed separately filed     separately.

                                       4

4. EMPLOYER SPOTLIGHTS

    4.1.  Development. VerticalNet shall develop, host, display and maintain Employer Spotlights in each of its Online Communities containing information supplied by LeadersOnline.  Each Employer Spotlight shall contain a LeadersOnline Mark, text information describing LeadersOnline and a hypertext Link to the LeadersOnline Site.

    4.2.  LeadersOnline Information.  Upon execution of this Agreement, LeadersOnline shall supply VerticalNet with a graphical image in electronic form of its LeadersOnline Mark, a text file containing information describing LeadersOnline and the URL to which the hypertext Link shall be directed. VerticalNet shall use commercially reasonable efforts to launch the Employer Spotlights as soon as practicable after the Effective Date of this Agreement. VerticalNet may, in its sole discretion, reject or edit any text or other materials supplied by LeadersOnline for the creation of the LeadersOnline Employer Spotlights; provided that any edits will be subject to the prior approval of LeadersOnline.  The design and appearance of the Employer Spotlights shall be determined by VerticalNet in its sole discretion.

    4.3.  Information License.  LeadersOnline hereby grants VerticalNet a non- exclusive, nontransferable, royalty-free right and license for the Term of this Agreement to use, copy or modify the LeadersOnline Mark, text describing LeadersOnline and the URL address of the LeadersOnline Site for the design and display of the LeadersOnline Employer Spotlights, provided, VerticalNet shall not alter the appearance of the LeadersOnline Mark without the consent of LeadersOnline.

5. RESUME BANK

    5.1.  Access License.  Subject to the limitations set forth in Section 5.2  [Restrictions] hereof, VerticalNet hereby grants to LeadersOnline a non-exclusive, nontransferable right and license to access the Resume Bank.  The foregoing license shall be for the limited purpose of contacting individuals posting resumes on VerticalNet's Career Centers (Candidates) to inquire about interest in employment opportunities available through the LeadersOnline Services.

    5.2.  Restrictions.  Any information concerning a Candidate contained in a resume included in the Resume Bank shall not be provided to any third party by LeadersOnline, including corporate Affiliates of LeadersOnline, without the written consent of the individual whose information would be disclosed. LeadersOnline shall limit contact with a Candidate to either one phone contact or one e-mail contact per calendar quarter, unless expressly agreed to by the Candidate.  LeadersOnline shall immediately cease all contact upon the request of the Candidate.  All information concerning a Candidate, whether in paper or electronic form, and whether originally contained in the Resume Bank or derived from information contained in the Resume Bank, shall be immediately returned to VerticalNet upon the termination of this Agreement.  All information contained in the Resume Bank shall be handled by LeadersOnline in accordance with VerticalNet's standard Privacy Policy as it may be posted on the VerticalNet Sites from time to time.  The foregoing restrictions shall cease to apply from and after the time that a Candidate registers through an online form or takes other affirmative action to become a member of the LeadersOnline Candidate Community.

                                       5

6.   THE COMMERCIAL TERMS

    6.1.  Fees. As set forth in Section 6.2  [Payment of Fees], LeadersOnline shall pay to VerticalNet the following:

        6.1.1.  Slotting fees for the Employer Spotlights of $***;

        6.1.2.  Banner and Newsletter Ad sponsorship fees of $*** as provided in Section 3.1  [Purchase Commitment]; and

        6.1.3.  A license fee of $*** for access to the Resume Bank.

    6.2.  Payment of Fees.  LeadersOnline shall pay the fees set forth in Section 6.1  [Fees] to VerticalNet as follows:

        6.2.1.  $*** upon the Effective Date of this Agreement;

        6.2.2.  $*** within 90 days after the Effective Date;

        6.2.3.  $*** within 180 days after the Effective Date;

        6.2.4.  $*** within 270 days after the Effective Date; and

        6.2.5.  $*** within 360 days after the Effective Date.

    6.3.  Revenue Sharing.

        6.3.1.  LeadersOnline shall pay VerticalNet *** percent (***%) of LeadersOnline- VerticalNet Revenue, payable to VerticalNet  on or before the fifteenth day of  the calendar month immediately following the month in which

Source: LEADERSONLINE INC, S-1/A, 4/27/2000





such revenue was received by LeadersOnline.  Such payments shall be accompanied by a statement containing reasonable detail of the number of VerticalNet-Leaders Online Clients generated during the month, the type and number of transactions from which the LeadersOnline VerticalNet Revenue was derived, the total LeadersOnline VerticalNet Revenue for such period and the total fees payable to VerticalNet pursuant to this Section 6.3.1  [Revenue Sharing].

        6.3.2.  LeadersOnline shall pay VerticalNet a one time fee for each Candidate who is offered and accepts employment as a result of a contact made by LeadersOnline (each a Placement). The fee shall be payable upon receipt by LeadersOnline of its payment for the Placement, and shall be nonrefundable. Fees shall be based upon the annual salary (or hourly rate multiplied by 2080) of the Candidate accepting employment in the Placement in accordance with the following schedule:

            6.3.2.1.  $*** for Placements involving annual salaries of less than $***;

            6.3.2.2.  $*** for Placements involving annual salaries of $*** up to and including $***; and

___________ *** Omitted pursuant to a confidential treatment request filed separately.

                                       6

            6.3.2.3.  $*** for Placements involving annual salaries of $*** or greater.

        6.3.3.  VerticalNet shall institute procedures to track information of Users of the VerticalNet Sites that utilize a Link to access the LeadersOnline Site.  LeadersOnline agrees to add a request in its standard registration form to identify those Users who have accessed the LeadersOnline Site based upon information contained in any promotional materials with respect to LeadersOnline on a VerticalNet Site, including any Banner, Newsletter Ad or Employer Spotlight identifying LeadersOnline, and to maintain such information in a form that can be examined by VerticalNet pursuant to Section 6.6  [Audits].

        6.3.4.  If government regulations prevent LeadersOnline from sharing any revenues associated with LeadersOnline Services, VerticalNet and LeadersOnline shall negotiate in good faith a compensation structure that seeks to provide VerticalNet with compensation equal to that set forth in Sections 6.3.1  [Revenue Sharing]. and 6.3.2.

    6.4.  Taxes.  All payments required under this Agreement are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies and similar assessments.  When applicable, such taxes shall appear as separate items on a Party's invoice or statement to the other Party.  Payment of such taxes or charges shall be the responsibility of the Party whose obligation it is under this Agreement to make the payment in respect of which such taxes are assessed, excluding any taxes based upon the other Party's net income.  In lieu thereof, a Party shall provide the other Party with a tax or levy exemption certificate acceptable to the taxing or levying authority.

    6.5.  Guaranteed Revenues. VerticalNet agrees to guarantee that, during the initial Term of this Agreement, LeadersOnline shall earn LeadersOnline- VerticalNet Revenue of at least *** Dollars ($***) (the Guaranteed Amount), subject to the provisions of this Section 6.5  [Guaranteed Revenues]. *** Within thirty (30) days after the end of the initial Term, LeadersOnline shall submit a statement showing a reasonably detailed accounting of the LeadersOnline-VerticalNet Revenue received during the initial Term (or earned during the initial Term and paid within 30 days thereafter) along with payment of all such amounts up to the Guaranteed Amount. In the event this Agreement is terminated in accordance with Section 7.1  [DEFINITIONS], LeadersOnline shall make a payment of all amounts of LeadersOnline- VerticalNet Revenues received through the date of termination, up to the amount of the Guaranteed Amount ***.

    6.6.  Audits.  During the 12 month period following the payment of any amount due under this Article 6, VerticalNet or its representative shall have the right to audit LeadersOnline's financial and other pertinent records relating to such payment in order to verify the amount of the payments owed and/or paid.  If the amount owed by LeadersOnline to VerticalNet was underpaid, the additional amount owed shall be paid to VerticalNet within 15 days of notice of such underpayment to LeadersOnline.  If the amount owed by LeadersOnline to VerticalNet was underpaid in excess of 10% of the amount owed, the fees of such audit shall also be paid to VerticalNet within 15 days of notice of such to LeadersOnline.  If the amount owed by LeadersOnline to

___________ *** Omitted pursuant to a confidential treatment request filed separately.

                                       7

VerticalNet was overpaid, the excess amount paid shall be returned by VerticalNet within 15 days of notice of such overpayment. VerticalNet shall give reasonable advance notice to LeadersOnline of such audit and each audit shall be conducted in a manner that does not cause unreasonable disruption to the conduct of business by LeadersOnline. The results of any such audit shall be deemed to be Confidential Information and may not be disclosed by either Party or its certified public accountants except as may be necessary to enforce such Party's rights. Any dispute as to the amount of an underpayment or overpayment shall be resolved in accordance with Article 8, below.

    6.7. Interest. All payments not paid by the date such payments are due shall bear interest from the due date to the date payments are actually paid at the lower of (a) 1% per month or (b) the maximum rate permitted by law.

7.   TERMINATION AND RENEWAL.

    7.1.  Either Party may terminate this Agreement immediately upon written notice to the other Party in the event of any material breach of a term of this Agreement by such other Party that remains uncured 30 days after notice of such breach was received by such other Party or, if the breach is not reasonably capable of cure within 30 days, such longer period, not to exceed 60 days, so long as the cure is commenced within the 30-day period and thereafter is diligently prosecuted to completion as soon as possible and in any event within 60 days.

Source: LEADERSONLINE INC, S-1/A, 4/27/2000





   7.2.  Upon termination or expiration of this Agreement, (i) LeadersOnline shall no longer have the right to use any VerticalNet Mark, (ii) VerticalNet shall no longer have the right to use any LeadersOnline Mark; (iii) all Links between the VerticalNet Sites and the LeadersOnline Site shall be removed; (iv) VerticalNet shall remove all LeadersOnline Employer Spotlights from its Sites; (v) VerticalNet shall cease displaying or transmitting all Banners and Newsletter Ads of LeadersOnline; and (vi) LeadersOnline shall return all information concerning Candidates in accordance with Section 5.2 of this Agreement.

    7.3.  Following expiration or termination of this Agreement, the terms and provisions of Section 6 above shall continue to govern LeadersOnline's payment obligations.  Following termination, LeadersOnline shall provide VerticalNet with a final accounting with respect to this Agreement and tender payment of amounts due under Section 6 at the next scheduled payment date. LeadersOnline shall be obligated to pay VerticalNet the fees set forth in Section 6.3.2  [Revenue Sharing] for any Placement that occurs within six (6) months following termination of this Agreement.

    7.4.  LeadersOnline shall have the option, subject to VerticalNet's approval exercised in its sole  and absolute discretion, to extend the Term of this Agreement for an additional 12 months (a Renewal Term) on such terms and conditions as may be mutually agreed upon by the Parties. To exercise this option, LeadersOnline must notify VerticalNet in writing of its election no later than 90 days prior to the expiration of the initial Term. Unless VerticalNet notifies LeadersOnline of its intention to extend the initial Term of this Agreement for an additional year within 30 days of receiving such notice the Agreement shall terminate in accordance with the terms hereof.

                                       8

8.   DISPUTE RESOLUTION

    8.1.  Negotiation and Escalation.  If any controversy or claim arises relating to this Agreement, the Parties will attempt in good faith to negotiate a solution to their differences, including progressively escalating any controversy or claim through senior levels of management.  If negotiation does not result in a resolution within 30 days of the date one Party first notifies the other of the controversy or claim, either Party may resort to arbitration under Section 8.2  [Arbitration].

    8.2.  Arbitration.  Any controversy or claim between the Parties concerning any breach or alleged breach of this Agreement or performance or nonperformance of any obligation under this Agreement or otherwise with respect to this Agreement which cannot be resolved by negotiation will be resolved by binding arbitration under this Section 8.2  [Arbitration] and the then-current Commercial Rules and supervision of the American Arbitration Association (the AAA). If any part of this Section 8.2  [Arbitration] is held to be unenforceable, it will be severed and will not affect either the duty to arbitrate or any other part of this Section 8.2  [Arbitration].  The arbitration will be held in Philadelphia, Pennsylvania, before a sole disinterested arbitrator who is knowledgeable in business information and the Internet and experienced in handling commercial disputes.  The arbitrator shall be appointed jointly by the Parties hereto within 30 days following the date on which the arbitration is instituted.  If the Parties are unable to agree upon the arbitrator within such 30-day period, the AAA shall be instructed to select such arbitrator within 15 days thereafter.  The arbitrator's award will be final and binding and may be entered in any court having jurisdiction.  The arbitrator will not have the power to award punitive or exemplary damages, or any damages excluded by, or in excess of, any damage limitations expressed in this Agreement.  Issues of arbitrability will be determined in accordance solely with the federal substantive and procedural laws relating to arbitration; in all other respects, the arbitrator will be obligated to apply and follow the substantive law of the Commonwealth of Pennsylvania.

    8.3.  Equitable Relief.  Notwithstanding anything to the contrary in this Agreement, in the event of an alleged violation of Article 9 of this Agreement by either Party, the Party alleging such a violation may seek temporary and permanent injunctive or other appropriate equitable relief from any court of competent jurisdiction pending appointment of an arbitrator.  The Party requesting such relief shall simultaneously file a demand for arbitration of the dispute, and shall request that the AAA proceed under its rules for an expedited hearing.

    8.4.  Costs. Unless the arbitrator, if any, determines otherwise, each Party will bear its own attorneys' fees and other costs associated with the negotiation and arbitration provided for by this Article 8, except that costs and expenses of the arbitrator shall be shared equally. If court proceedings to stay litigation or compel arbitration are necessary, the Party who unsuccessfully initiates or opposes such proceedings will pay all associated costs, expenses and attorneys' fees that are reasonably incurred by the other Party.  To the extent that any claim in arbitration relates to the collection of amounts owed under Article 6, the Party entitled to collect such amounts shall be entitled to recover all reasonable costs of collection, including expenses and attorneys' fees that are reasonably incurred.

    8.5.  Two Year Limitation.  Except for claims under Sections 11.4  [Indemnification by LeadersOnline] and 11.5  [Indemnification by VerticalNet] hereof, neither Party may bring a claim or action regardless of form, arising out of or related to

                                       9

this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later.

    8.6.  Confidentiality.  In order to facilitate the resolution of controversies or claims between the Parties with respect to each Party hereto, such controversies or claims, including details regarding negotiations, arbitration and settlement terms, shall be treated as Confidential Information of the other Party hereto in accordance with Article 9.

    8.7.  Remedial Measures. In the event of (a) any material remediable breach of this Agreement by the other Party which remains uncured 30 days after notice of such breach (other than a breach of a payment obligation) was received by the other Party or (b) any material breach which cannot be cured, the non-breaching Party may take reasonable remediable measures upon prior written notice and at the cost and expense of the breaching Party without prejudice and in addition to any other rights arising from such breach.  In addition, the non-breaching Party shall take reasonable steps to mitigate damages arising out of such breach.

Source: LEADERSONLINE INC, S-1/A, 4/27/2000





9.   CONFIDENTIALITY

    9.1.  Confidentiality Obligations.  Except as permitted elsewhere under this Agreement, each Party agrees to take Reasonable Steps (as defined below) (a) to receive and maintain the Confidential Information of the other Party in confidence and (b) not to disclose such Confidential Information to any third parties, provided, the receiving Party may disclose such Confidential Information to its employees, representatives and agents who have a need to know such information for purposes of carrying out the terms of this Agreement. Neither Party hereto shall use all or any part of the Confidential Information of the other Party for any purpose other than to perform its obligations under this Agreement.  The Parties will take Reasonable Steps (as defined below) to ensure that their employees, representatives and agents comply with this provision.  As used herein, Reasonable Steps means at least the same degree of care that the receiving Party uses to protect its own Confidential Information, and, in any event, no less than reasonable care.

    9.2.  Exclusions.  Confidential Information does not include information that (a) is or becomes publicly available through no fault of the receiving Party; (b) was already known to the receiving Party at the time it was disclosed to the receiving Party, as evidenced by records of the receiving Party; (c) is independently developed by employees of the receiving Party who had no knowledge of or access to such information, as evidenced by records of the receiving Party; (d) is received from a third party who is under no obligation of confidentiality to the disclosing Party; or (e) must be disclosed pursuant to applicable laws, rules or regulations; provided, however, that the receiving Party first gives the disclosing Party notice and a reasonable opportunity to secure confidential protection of such Confidential Information.

    9.3.  Termination.  Subject to Section 12.12  [Survival], upon termination of this Agreement, all Confidential Information shall be returned to the disclosing Party or, at the request of the disclosing Party, destroyed unless otherwise specified or permitted elsewhere under this Agreement.  The confidentiality obligations contained in this Article 9 shall survive termination of this Agreement for a period of three (3) years.

                                       10

    9.4.  Injunction.  Each Party acknowledges and agrees that the provisions of this Article 9 are reasonable and necessary to protect the other Party's interests in its Confidential Information, that any breach of the provisions of this Article 9 may result in irreparable harm to such other Party, and that the remedy at law for such breach may be inadequate.  Accordingly, in the event of any breach or threatened breach of the provisions of this Article 9 by a Party hereto, the other Party, in addition to any other relief available to it at law, in equity or otherwise, shall be entitled to seek temporary and permanent injunctive relief restraining the breaching Party from engaging in and/or continuing any conduct that would constitute a breach of this Article 9, without posting a bond or other security.

    9.5.  Publicity. Except as may be required by law in which case a party will provide as much advance notice as reasonably possible, neither Party will originate any press release concerning the relationship between the Parties or the transactions described in this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, as soon as reasonably practicable following the Effective Date, VerticalNet and LeadersOnline shall jointly issue a press release with respect to entering into this Agreement.

    9.6.  User Data. LeadersOnline shall provide VerticalNet with User Data on each User that enters the LeadersOnline Site through a Link from a VerticalNet Site and submits information through the LeadersOnline Site by sending an email with such information to an email address designated by VerticalNet at the time the request occurs.  User Data shall be maintained by each Party as Confidential Information of the other Party during the Term and 5 years thereafter, provided such User Data may be disclosed only as part of an aggregation or analysis of all User Data but not as independent data.  Upon termination of the Agreement, VerticalNet and LeadersOnline shall jointly own all User Data. Neither Party shall use the User Data other than in accordance with the VerticalNet privacy policy and all applicable laws during the Term and thereafter.

10. REPRESENTATIONS AND WARRANTIES

    10.1.  Representations and Warranties.  Each Party hereby represents, covenants and warrants that:

             10.1.1.  It has the corporate power to enter into this Agreement      and to grant the rights and licenses granted herein and to otherwise      perform this Agreement;

             10.1.2.  It is not a Party to any agreement or understanding and      knows of no law or regulation that would prohibit it from entering into and      performing this Agreement or that would conflict with this Agreement;

             10.1.3.  When executed and delivered by it, this Agreement will      constitute a legal, valid and binding obligation of it, enforceable against      it in accordance with this Agreement's terms, except as enforcement may be      limited by laws or regulations relating to bankruptcy, insolvency and      creditors rights or by principles of equity; and

             10.1.4.  To the best of its knowledge, its own Site and any      information or materials supplied to the other Party hereunder does not and      will not (i) contain any

                                       11

     known viruses, Trojan Horse, worm or harmful code the purpose of which is      to disable or interrupt the operating of a computer system or destroy,      erase or otherwise harm any data, software or hardware, (ii) contain any      false, misleading, libelous or defamatory statements, (iii) constitute an      invasion of the rights of privacy or publicity of any third party, (iv)      violate any applicable laws, rules and regulations or (v) infringe, violate      or misappropriate any Intellectual Property Rights of any third party.

11. DISCLAIMER OF WARRANTY, LIMITATION OF LIABILITY AND INDEMNIFICATION.

Source: LEADERSONLINE INC, S-1/A, 4/27/2000





    11.1.  Disclaimer of Warranties by VerticalNet.  EXCEPT AS EXPRESSELY SET FORTH IN THIS AGREEMENT, VERTICALNET HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE VERTICALNET SITES AND ALL MATERIALS CONTAINED THEREIN OR PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. VERTICALNET EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AS TO THE USER INTERFACE OR USER EXPERIENCE ASSOCIATED WITH THE VERTICALNET SITES AND RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO MODIFY THE PLACEMENT OF ALL LINKS, URLS AND PROPRIETARY FEATURES; PROVIDED, HOWEVER, THAT IN THE EVENT VERTICALNET REDESIGNS THE USER INTERFACE, SUCH LINKS, URLS AND PROPRIETARY FEATURES SHALL RECEIVE PLACEMENT SUBSTANTIALLY SIMILAR TO THE ORIGINAL DESIGN.

    11.2  Disclaimer of Warranties by LeadersOnline.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LEADERSONLINE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE LEADERSONLINE SITE AND ALL MATERIALS CONTAINED THEREIN OR PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LEADERSONLINE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AS TO THE USER INTERFACE OR USER EXPERIENCE ASSOCIATED WITH THE LEADERSONLINE SITE AND RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO MODIFY THE PLACEMENT OF ALL LINKS, URLS AND PROPRIETARY FEATURES; PROVIDED, HOWEVER, THAT IN THE EVENT LEADERSONLINE REDESIGNS THE USER INTERFACE, SUCH LINKS, URLS AND PROPRIETARY FEATURES SHALL RECEIVE PLACEMENT SUBSTANTIALLY SIMILAR TO THE ORIGINAL DESIGN.

    11.3.  Limitation of Liability.  EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 9 OR SECTION 10.1.4  [Representations and Warranties] (v) AND THE INDEMNIFICATION OBLIGATIONS OF LEADERSONLINE UNDER SECTION 11.4(i)(c)  [Indemnification by LeadersOnline] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 11.5(i)(c)  [Indemnification by VerticalNet], NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY

                                       12

OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    11.4.  Indemnification by LeadersOnline.  Subject to Section 11.6  [Procedure], LeadersOnline shall (i) defend at its sole expense VerticalNet and its officers, directors, employees and agents from and against any action, suit, proceeding or investigation brought by a third party and caused by, relating to, based upon, arising out of or in connection with (a) any breach by LeadersOnline of the representations, warranties or agreements made by it under this Agreement, (b) negligence, recklessness or intentional misconduct on the part of LeadersOnline or its officers, directors, employees, agents or consultants, or (c) any claim that any portion of the LeadersOnline Site or any materials provided to VerticalNet pursuant to this Agreement violates, infringes or misappropriates any Intellectual Property Right of any third party and (ii) pay all authorized costs, expenses and disbursements incurred in such defense, and any damages, liabilities, obligations, penalties or judgments awarded in any such action, or any settlement amount agreed to by LeadersOnline.

    11.5.  Indemnification by VerticalNet.  Subject to Section 11.6  [Procedure], VerticalNet shall (i) defend at its sole expense LeadersOnline and its officers, directors, employees and agents from and against any action, suit, proceeding or investigation brought by a third party, caused by, relating to, based upon, arising out of or in connection with (a) any breach by VerticalNet of the representations, warranties or agreements made by it under this Agreement, (b) negligence, recklessness or intentional misconduct on the part of VerticalNet or its officers, directors, employees, agents or consultants, or (c) any claim that any portion of the VerticalNet Site or any materials provided by VerticalNet to LeadersOnline pursuant to this Agreement violates, infringes or misappropriates any Intellectual Property Right of any third party and (ii) pay all authorized costs, expenses and disbursements incurred in such defense, and any damages, liabilities, obligations, penalties or judgments awarded in any such action, or any settlement amount agreed to by VerticalNet.

    11.6.  Procedure. If any action shall be brought against a Party in respect to which indemnity may be sought from the other Party pursuant to the provisions of this Article 11, the Party seeking indemnity (the Indemnitee) shall follow the procedures in this Section.  If an Indemnitee receives any notice of a claim or other allegation with respect to which the other Party (the Indemnitor) has an obligation of indemnity hereunder, then the Indemnitee will, as soon as reasonably possible after receipt of such notice, give the Indemnitor written notice of such claim or allegation setting forth in reasonable detail the facts and circumstances surrounding the claim.  The Indemnitee will not make any payment or incur any costs or expenses with respect to such claim, except as requested by the Indemnitor or as necessary to comply with this procedure.  The Indemnitee will not make any admission of liability or take any other action that limits the ability of the Indemnitor to defend the case.  The Indemnitor shall immediately assume the full control of the defense or settlement of such claim or allegation, including the selection and employment of counsel, and shall pay all authorized costs and expenses of such defense.  The Indemnitee will fully cooperate, at the expense of the Indemnitor, in the defense or settlement of the claim.  The Indemnitee shall have the right, at its own expense, to employ separate counsel and participate in the defense or settlement of the claim; provided that the Indemnitor shall have no liability for costs or expenses incurred by the Indemnitee, except to the extent authorized by the Indemnitor pursuant to this procedure.  The

                                       13

Indemnitor will not agree to any settlement that does not include a complete release of the Indemnitee.

    11.7.  Essential Part of Bargain.  The Parties acknowledge that the disclaimers and limitations set forth in this Article 11 are an essential element of this Agreement between the Parties and that the Parties would not have entered into this Agreement without such disclaimers and limitations.

12. MISCELLANEOUS

    12.1.  Intellectual Property.

        12.1.1.  Except for the express rights granted to LeadersOnline under this Agreement, LeadersOnline acknowledges and agrees that the Intellectual Property of VerticalNet is and shall remain the sole property of VerticalNet and nothing in this Agreement shall confer in LeadersOnline any right of ownership or license rights in VerticalNet's Intellectual Property, including all

Source: LEADERSONLINE INC, S-1/A, 4/27/2000





Intellectual Property arising from or created as a result of VerticalNet's performance of its obligations under this Agreement.  In addition, LeadersOnline shall not now or in the future contest the validity of VerticalNet's ownership of its Intellectual Property; provided, however, that LeadersOnline may contest the validity of VerticalNet's Intellectual Property in any proceeding brought against LeadersOnline alleging infringement or misappropriation of VerticalNet's Intellectual Property.

        12.1.2.  Except for the express rights granted to VerticalNet under this Agreement, VerticalNet acknowledges and agrees that the Intellectual Property of LeadersOnline is and shall remain the sole property of LeadersOnline and nothing in this Agreement shall confer in VerticalNet any right of ownership or license rights in LeadersOnline's Intellectual Property, including all Intellectual Property arising from or created as a result of LeadersOnline's performance of its obligations under this Agreement.  In addition, VerticalNet shall not now or in the future contest the validity of LeadersOnline's ownership of its Intellectual Property; provided, however, that VerticalNet may contest the validity of LeadersOnline's Intellectual Property in any proceeding brought against VerticalNet alleging infringement or misappropriation of LeadersOnline's Intellectual Property.

    12.2.  Parallel Agreement.  VerticalNet agrees that during the term of this Agreement, it shall not enter into an agreement with Futurestep, Inc. to provide promotional opportunities to Futurestep throughout all of the VerticalNet Online Communities, nor enter into any agreement with Futurestep, Inc. for the joint marketing of each other's Sites or services.

    12.3.  Governing Law.  This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions.  Subject to the provisions of Section 8, both Parties consent and submit to the exclusive personal jurisdiction of the United States District Courts and the state courts of the Commonwealth of Pennsylvania in and for Montgomery County, Pennsylvania

    12.4.  No Assignment.  Except as otherwise set forth herein, neither Party shall transfer, assign or cede any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other Party,

                                       14

which consent may be withheld at the other Party's reasonable business discretion; provided, however, that VerticalNet may transfer this Agreement without the prior written consent of LeadersOnline to an Affiliate of VerticalNet, or to the surviving Party in a merger or consolidation, or to a purchaser of all or substantially all of its assets.

    12.5.  Good Faith.  The Parties undertake to display to each other the utmost good faith, consistent with their respective rights and obligations set forth in this Agreement.

    12.6.  Independent Contractors. In connection with this Agreement, each Party is an independent contractor. This Agreement does not, and shall not be construed to, create an employer-employee, agency, joint venture or partnership relationship between the Parties.  Neither Party shall have any authority to act for or to bind the other Party in any way, to alter any of the terms or conditions of any of the other Party's standard forms of invoices, sales agreements, warranties or otherwise, or to warrant or to execute agreements on behalf of the other or to represent that it is in any way responsible for the acts, debts, liabilities or omissions of the other Party.

    12.7.  Notices.  All notices, reports, payments and other communications required or permitted to be given under this Agreement (each, a Notice) shall be in writing and shall be given either by personal delivery against a signed receipt, by express delivery using a nationally recognized overnight courier, or by facsimile. All Notices shall be properly addressed as follows, or to such other addresses as may be specified in a Notice given hereunder:

If to VerticalNet:

Attn: General Counsel or Chief Financial Officer VerticalNet, Inc. 700 Dresher Road, Suite 100 Horsham, Pennsylvania 19044 Tel No.: (215) 315-3200 Fax No.: (215) 784-1960 Email: legal@verticalnet.com

with a copy to:

Michael J. Hagan Executive Vice President VerticalNet, Inc. 700 Dresher Road, Suite 100 Horsham, Pennsylvania 19044 Phone No.: (215) 315-3115 Fax No.:   (215) 784-1960 Email: MHagan@verticalnet.com

If to LeadersOnline:

Michael T. Christy LeadersOnline, Inc.

                                       15

18401 Von Karman Ave. Suite 500 Irvine, California 92612 Phone No.: (949) 752-1000 Fax No.:   (949) 752-1085

with a copy to:

Ronald S. Beard, Esq. Gibson, Dunn & Crutcher LLP Jamboree Center, 4 Park Plaza

Source: LEADERSONLINE INC, S-1/A, 4/27/2000





Irvine, CA  92614 Phone No.:  (949) 451-4089 Fax No.:    (949) 475-4730

A Notice shall be deemed to be effective upon personal delivery or, if sent via overnight delivery, upon receipt thereof. A Notice sent via facsimile is deemed effective on the same day (or if such day is not a business day, then on the next succeeding business day) if such facsimile is sent before 3:00 p.m. prevailing Eastern Time and on the next day (or if such day is not a business day, then on the next succeeding business day) if such Notice is sent after 3:00 p.m. prevailing Eastern Time.

    12.8.  Amendment or Modification.  No subsequent amendment, modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the Parties.

    12.9.  Entire Agreement.  This Agreement sets out the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements, proposals, arrangements and communications, whether oral or written, with respect to the subject matter hereof.

    12.10.  Severability.  If any term or provision of this Agreement is held by a tribunal of competent jurisdiction to be illegal, invalid, or otherwise unenforceable in any jurisdiction, then to the fullest extent permitted by law (a) the same shall not affect the other terms or provisions of this Agreement, (b) such term or provision shall be deemed modified to the extent necessary in the tribunal's opinion to render such term or provision enforceable, and the rights and obligations of the Parties shall be construed and enforced accordingly, preserving to the fullest extent the intent and agreements of the Parties set forth herein and (c) such finding of invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such term or provision in any other jurisdiction.

    12.11.  No Waiver.  Failure to enforce any term of this Agreement is not a waiver of future enforcement of that or any other term.  No term or provision of this Agreement will be deemed waived and no breach excused unless such waiver or excuse is in writing and signed by the Party against whom enforcement of such waiver or excuse is sought.

    12.12.  Survival.  Sections 5.2  [Restrictions], , 6.6, 6.7, 7.2, 7.3, 12.1, 12.3, 12.5, 12.6, 12.7, 12.9, 12.10, 12.11, 12.12, 12.14, 12.16 and 12.17 and Articles 8, 9, 10, 11, any payment obligations of the

                                       16

Parties hereunder accruing prior to the date of termination; and any other provision herein expressly surviving termination or necessary to interpret the rights and obligations of the Parties in connection with the termination of the Term of this Agreement will survive the termination or expiration of this Agreement.

    12.13.  No Third Party Beneficiaries. Nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the Parties and their permitted successors and assigns.

    12.14.  Waiver of Jury Trial.  Each Party hereby irrevocably waives all rights a Party may have to a trial by jury in any legal action or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby.

    12.15.  Titles.  The headings appearing at the beginning of the Sections contained in this Agreement have been inserted for identification and reference purposes only and shall not be used to determine the construction or interpretation of this Agreement.  The nomenclature of the defined terms in this Agreement shall only be used for the construction of this Agreement, and are not to be used for any other purpose, including, but not limited to, interpretation for accounting purposes.

    12.16.  Force Majeure.  Neither Party shall be held to be in breach of this Agreement by reason of a force majeure event, including, but not limited to, act of God, delay in transportation, fire, flood, earthquake, storm, war, act of a public enemy, civil commotion or any law, rule, regulation, order or other action by any public authority or any other matter reasonably beyond a Party's control. To the extent failure to perform is caused by such a force majeure event, such Party shall be excused from performance hereunder so long as such event continues to prevent such performance, and provided the non-performing Party takes all reasonable steps to resume full performance, provided further that if such delay in performance exceeds 60 days, the other Party may terminate this Agreement upon written notice to the non-performing Party.

    12.17.  Compliance with Laws.  Each Party shall comply with all prevailing laws, rules and regulations and obtain all necessary approvals, consents and permits required by the applicable agencies of the government of the jurisdictions that apply to its activities or obligations under this Agreement.

    12.18.  Execution in Counterparts, Facsimiles. This Agreement may be executed in one or more counterparts, each of which when delivered to the other Party shall be deemed an original and all of which together shall constitute one and the same instrument.  This Agreement shall become binding when any one or more counterparts hereof, individually or taken together, bear the signatures of both Parties hereto.  For the purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, shall be deemed an original.

                                       17

IN WITNESS WHEREOF, the Parties to the Agreement by their duly authorized representatives have executed this Agreement as of the date first written above.

VERTICALNET, INC.                           LeadersOnline, INC.

By: /s/ James W. McKenzie, Jr.              By: /s/ Michael T. Christy     ---------------------------------           --------------------------------

Name: James W. McKenzie, Jr.                Name: MICHAEL T. CHRISTY       -------------------------------             ------------------------------

Source: LEADERSONLINE INC, S-1/A, 4/27/2000





Title: Sr. Vice President                   Title: PRESIDENT       -------------------------------             ------------------------------

                                       18

Source: LEADERSONLINE INC, S-1/A, 4/27/2000 
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: 45033


Question: Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

Exhibit 10.75

COLLABORATION & ENDORSEMENT AGREEMENT

THIS COLLABORATION & ENDORSEMENT AGREEMENT (the Agreement) is dated as of this 15th day of June, 2015 (Effective Date), between The Naked Brands Group, Inc., a Delaware corporation (Naked), and Wade Enterprises, LLC (Wade Enterprises), an Alaska limited liability company f/s/o Dwyane Wade (Athlete and together with Wade Enterprises, collectively Wade). Wade Enterprises, Athlete and together with Naked, are each referred to herein as a Party and collectively, the Parties.

AGREEMENT

1. Engagement. Naked hereby engages Wade for collaboration in business development for, and his endorsement as set forth herein of, the following items, which shall be known herein as Innerwear: Briefs, trunks, boxer briefs and boxers, non-athletic undershirts (i.e., t-shirts intended to be worn as innerwear and not intended specifically for athletic purposes), non-athletic lounge apparel (bottoms and tops), sleepwear (including pajama bottoms and tops), and robes (as may be expanded to include other mutually agreed upon innerwear and lounge apparel) which may now or hereafter during the Term be manufactured, distributed, marketed and/or sold by Naked (collectively, the Naked Products), and Wade hereby accepts such engagement. The Parties agree that the territory of such engagement shall be worldwide (the Territory).

2. Term of Agreement. The initial term of this Agreement shall be for a period of four (4) years, commencing on the Effective Date, which term may be extended for up to three (3) years by written agreement of both Parties prior to the expiration date of the initial term or any extension thereof (collectively, the Term). Each twelve-month period beginning on the Effective Date shall be known as a Contract Year. In the event that either Wade or Naked wishes to extend the Term of the Agreement as contemplated above, it shall provide the other Party with written notice at least ninety (90) days prior to the expiration of the Term. The other Party will then have a period of fourteen (14) days from the date of the notice to indicate whether it also desires to extend the Term, on the terms and conditions set forth herein and if no such indication is made, the other Party will be deemed to have declined the offer to extend. Notwithstanding the foregoing, Wade agrees that for a period of ninety (90) days prior to the expiration of the Term (unless the Agreement is terminated by Wade as permitted hereunder), Naked shall have the exclusive right to negotiate for continued endorsement by Athlete of the Naked Products. For a period of six (6) months at the end of the Term (the Sell-off Period); provided that the Agreement was not terminated by Wade as permitted herein, Naked will have the right to continue to sell the Wade Products (defined below) for which orders have already been placed at the end of the Term on the terms and conditions herein.

3. Use of Wade Image.

During the Term and subject to the limitations set forth in this Agreement, Naked shall have an exclusive right and license in the Territory to use Athlete's name, nickname, initials, autograph, image, likeness, photographs, biographical details, facsimile signature, voice, videos, electronic media depictions, any words, symbols or other depictions, as well as any other identifying attributes that would identify Athlete to the public, including any trade mark(s), copyrights which Wade has, as set forth on Schedule A attached hereto, and all multimedia assets that Wade owns or has right to use (collectively, the Wade Image) solely for the advertising, endorsement, promotion, or sale of the Naked Products (including the Wade Products) in the Territory as follows:

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

(1) On Naked's website(s) (Website);

(2) In social media channels, including, but not limited to Facebook, Instagram, Twitter, YouTube, Google+, Tumblr and other mutually agreeable channels, with reasonable frequency, to promote Naked Products and Wade Products;

(3) In marketing and media opportunities in connection with the Wade Services (as defined below); and

(4) For use on the packaging of the Naked Products and Wade Products and on Wade Products themselves.

All uses of Wade Image in connection with this Agreement shall be subject to the prior written approval of Wade, which Wade shall not unreasonably withhold. Naked agrees to submit to Wade or its authorized agent a copy of all new promotional and/or advertising material using Wade Image at least ten (10) days prior to the release to the general public. Wade and its authorized agent agree that they shall not unreasonably withhold such approval. In the absence of disapproval within three (3) business days of Wade's or  authorized agent's receipt of a request for approval, said advertising or promotional material shall be deemed approved. Any such usage featuring Athlete shall be and remain the property of Naked except as otherwise set forth herein; however, Naked shall have the right to such use only during the Term. Wade may use said materials in whole or in part for Wade's personal portfolio, website or otherwise. Such usage may not be sold or transferred. For the avoidance of doubt, that certain logo designed by Athlete prior to the date hereof (the Logo) shall remain the sole property of Wade and Naked shall have license during the Term to use the Logo for the advertising, endorsement, promotion, or sale of the Naked Products (including the Wade Products) in the Territory in accordance with the terms and conditions of the Agreement. During the Sell-off Period, Naked shall have the license to use the Logo solely on packaging and presentation of Wade Products already offered for sale at retail outlets or on-line in accordance with the terms and conditions of the Agreement.

Wade will allow Naked to use any quotes that are attributed to Wade to promote the Naked Products and Wade Products in any advertising campaign. Wade will allow Naked to use any such attributed quotes that Naked  requires to promote the Naked Products and Wade Products, subject to Wade's right to approve such quotes in writing, which approval shall not be unreasonably withheld.

The Parties acknowledge and agree that Athlete's  accomplishments and recognition as an outstanding basketball player, individual  and fashion icon, as well as his character, fame, likeness, image and reputation are the essence of this Agreement.

Wade hereby warrants that he is not a party to any agreement,  contract or understanding which would prevent, limit or hider his performance of any of the obligations under this Agreement, provided that Naked acknowledges that it is aware of Athlete's obligations under his existing endorsement agreement with Li Ning for athletic shoes and athletic apparel and nothing  herein shall obligate Athlete to endorse any athletic apparel other than Li Ning's.

2

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

4. Exclusivity. Wade agrees that during the Term of this Agreement, he will not represent or perform as a representative, spokesperson or provide Wade Services for, nor furnish services  or materials, or allow the use of the Wade Image to be used for the advertising,  endorsement, promotion, or sale of Innerwear in the Territory. Furthermore, Wade will not engage in any business or other transaction or have any financial or personal interest in any entity whose primary or core business is selling or  manufacturing Innerwear during the Term. Endorsement of any Innerwear other than the Naked Products or Wade Products without the express written consent of Naked will constitute a material breach of this Agreement.

5. Wade Services. During the  Term and subject to the limitations set forth in this Agreement, Wade agrees to  provide Naked with the following services (collectively, the Wade Services):

A. During the first Contract Year, Wade will be available for (i) one production day for the purpose of creating marketing assets for Naked Products for unlimited use in advertisements and the media and (ii) one production day for creating marketing assets for Wade Products and Naked Products for unlimited use in advertisements and the media, each as permitted herein. Wade shall be available to render services at such production day for a maximum of three (3) consecutive hours, not including scheduled breaks, during each such production day period; provided that, in the event an additional production day is reasonably required for the creation of marketing assets related to the Wade Product packaging, Athlete will be available to render services for up to an additional three (3) hours in either the first Contract Year or the second Contract Year but not both. The scheduling and content of said production days shall be mutually determined by Wade and Naked, subject to Wade's professional availability;

B. Beginning in the second Contract Year, Wade will be available for a maximum of one (1) production day for creating marketing assets for Wade Products and Naked Products for unlimited use in advertisements and the media, for a maximum of three (3) consecutive hours, not including scheduled breaks, during such production day period. The scheduling and content of said production days shall be mutually determined by Wade and Naked, subject to Wade's professional availability;

C. During each Contract Year, Wade will be available for two (2) personal appearances (each, a Personal Appearance) on behalf of Naked and the Naked Products and Wade Products in the media, including publicity shoots, interviews, print, television, radio and social media channels, each appearance for a maximum of sixty (60) consecutive minutes to be scheduled at a time mutually agreeable to Naked and Wade;

Wade has rights to websites or other social media channels promoting himself or any other promotional activity that is independent of this Agreement (Independent Promotions), including Wade's Facebook,  Instagram, Twitter and Google+ channels and Wade's YouTube channel. Wade agrees,  to generously and positively promote Naked Products and Wade Products in any  such Independent Promotions on a mutually agreed upon basis with reasonable frequency and in a manner consistent with drawing attention to the Wade/Naked relationship and promoting the Naked Products and Wade Products. Naked, in its sole and absolute discretion, may preview all references and other such materials referring to Naked in the Independent Promotions prior to the public dissemination of such Independent Promotions. Wade agrees to immediately remove all such materials in his Independent Promotions that Naked, in its sole and absolute discretion requests be removed. Naked has the right to request such removals at any time, even if Naked previously approved the Independent Promotions, and Naked agrees that all social media promotions it requests of Athlete shall comply with all applicable rules and regulations. Naked may also provide material regarding the Naked Products and Wade Products to Wade, and Wade agrees to include such materials in his Independent Promotions; and

3

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

E. Wade is currently engaged in  partnerships whereby its partners are selling and distributing other Athlete  endorsed products. Wade will use reasonable efforts to facilitate an introduction to Naked to existing sales and distributions channels and accounts.

F. Naked may reasonably request an additional production session(s), or a media tour or personal appearance(s), subject to mutual agreement by the Parties.

At all Personal Appearances, Wade will be available to sign a reasonable number of photographs, autographs, and any other items requested by and provided by Naked at its sole cost and expense, which Naked will have the right to distribute as giveaways but never for sale. If requested, Wade will pass out a reasonable number of samples of the Wade Product. Wade will also permit himself to be reasonably photographed at the Personal Appearances with customers and fans.

6. Commercial Materials. The results of the production days listed in subsections A and B in Section 5 may be used solely for the promotion of the Naked Products (including the Wade Products) and are hereinafter referred to individually and collectively as the Commercial Materials. Wade shall have the right of prior written approval with respect to his photographs, likeness and statements. During the Term, Naked shall have the right in the Territory to the unlimited broadcast use and re-use of the Commercial Materials in the Territory. During the Term, Naked shall have the right in the Territory to use the Wade Image in the Commercial Materials, for publication and display, as Naked shall in its sole discretion determine, in print magazines, including but not limited to, point-of-sale  material, product packaging, Naked's Annual Report, other shareholder communications, internal sales and marketing pieces, as well as the right to use  the same at meetings held or attended by Naked or for trade purposes. Naked shall have the right at any time during the term of this Agreement to make any  revision or versions of all or any part of the Commercial Materials to conform  to the requirements of individual markets as Naked may desire, subject to Wade's  reasonable approval as aforesaid. Naked may also propose to use the Commercial Materials as part of cooperative advertising and retail tie in promotions  subject to Wade's prior written approval which shall not be unreasonably withheld, provided that withholding approval because a potential tie in conflicts with one of Athlete's existing sponsors shall not be deemed  unreasonable. Notwithstanding the foregoing, in no case shall the Commercial Materials feature any commercial tie in or other use that could be perceived as an endorsement by Athlete of any products or services other than the Naked Products. Naked shall comply with all applicable rules and regulations  (including the NBA's) in its use of the Commercial Materials hereunder.

7. Design of Wade Products.

Naked and Wade (either Athlete or a team and/or agent and/or designer designated by Athlete, referred to as the Wade Team) agree to collaborate on the design and manufacture of a new line of Innerwear under the brand Wade By Naked or such other brand name as the Parties agree (collectively, the Wade Products). Athlete will have the title of Creative Director for the Wade Products, which title shall be featured on the Commercial Materials. During the Term and subject to the limitations set forth in this Agreement, the Wade Team and Naked agree that the process for approving designs for Wade Products will be as follows:

4

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

(1) Naked will develop detailed designs for each Wade Product, which shall include rough drawings, to be provided to Wade for review and comment;

(2) The Wade Team will provide Naked with comments on such designs within ten (10) days after they are provided to the Wade Team;

(3) Upon receipt of the Wade Team's comments, Naked will review such comments and work diligently to incorporate them into the design within commercial reason and thereafter, develop and create a prototype for such Wade Product for the Wade Team's approval;

(4) Within ten (10) days after the Wade Team's receipt of the prototype either in hand or via a photograph by email, the Wade Team shall review the prototype and provide any additional comments; and

(5) Upon the Wade Team's written approval of a prototype, such Wade Product will be considered approved for production (the Production Approval).

(6) In addition to the foregoing Wade Products, Naked shall have the right to produce and distribute, on a non-exclusive basis, printed or branded tee-shirts subject to Wade's existing endorsement agreements.

The Wade Team and Naked will collaborate to establish a mutually acceptable marketing campaign for Wade Products, and will schedule regular phone calls, video conferences, and/or other meetings to timely complete development of Wade Products.

8. Royalties. As consideration for Wade's services under this Agreement, Naked will pay Wade royalties as follows:

A. Royalties. Naked will report, and Wade will be paid, royalty payments at [***]

5

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

B. Payment Terms. Wade Product Royalties described above in Section 8A will be paid on a quarterly basis on the first day of each of the months of July, October, January, and April and shall be accompanied by backup documentation reasonably satisfactory to Wade.

C. [***]

D. Withholding Taxes. Wade will  be solely responsible for withholding and paying any and all federal, state and  local taxes, including but not limited to payroll, unemployment, social security and income taxes and any other payments which may be owed by Wade as a result of or in connection with payments made by Naked for Wade Services rendered under this Agreement. Wade acknowledges that he is not qualified for and will not receive any Naked employment benefits or other incidents of employment as a result of the Agreement.

E. Equity Ownership. Wade is hereby granted a warrant (the Grant Warrant) exercisable for a period of seven (7) years from the date of issuance for the number of shares of Common Stock equal to [***] shares of Common Stock (the Wade Grant), subject to the following terms:

(1) Exercise Price. The Grant Warrant will have an exercise price equal to the then-fair market value per  share of Common Stock as quoted on the OTCQB as of the Effective Date (the FMV Exercise Price). The form of the Grant Warrant shall be agreed to by the Parties.

(2) Vesting Schedule. The Grant Warrant will become exercisable for: (a) fifty percent (50%) of the Wade Grant on the one year anniversary of the Effective Date (the First Installment); (b) twenty-five percent (25%) of the Wade Grant on the second  anniversary of the Effective Date (the Second Installment); and (c) the remaining twenty-five percent (25%) of the Wade Grant will vest on the third anniversary of the Effective Date (the Third Installment and together with the First Installment and the Second Installment, the  Installments and each an Installment);  provided  however, that in the event of a change of control of Naked, the entire  unvested portion of the Grant Warrant will immediately vest. For purposes hereof, a change of control shall mean the sale of at least fifty percent (50%) of the assets of Naked, a merger or consolidation of Naked with, by or into another entity, or a change in the ownership of more than fifty percent (50%) of the voting capital stock of Naked in one or more related transactions.

6

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

(3) Exercise Upon Termination of the Agreement. In the event that the Agreement is terminated in accordance with Section 12A, than the [***] term of the Grant Warrant [***] shall expire ninety (90) days thereafter. [***]

(6) Designee of Wade Grant. Pursuant to the request of Wade, Naked shall issue [***] to Wade's exclusive representative, CAA Sports LLC. This grant shall be issued pursuant to the same terms and conditions as the Wade Grant, with the exception of the terms of [***].

(7) [***]

7

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

(8)  Grant Documents.  All  warrants referenced herein shall be issued pursuant to separate, mutually  negotiated grant documents, which shall contain all the terms referenced herein and shall be negotiated and executed promptly after the execution of the Agreement.

9. Board Membership.

A. Advisory Board. Upon entering into this Agreement, Athlete will join the Advisory Board of Naked (Advisory Board). As a member of the Advisory Board, Athlete agrees to the following:

(1) Athlete will participate in at least one (1) scheduled Advisory Board meeting by phone or in-person, provided that such meeting is held in Miami on a date acceptable to Wade.

(2) Athlete will provide Naked with access to Wade's contacts and Wade's expertise and breadth of experience as it pertains to the business of Naked;

(3) Wade will provide any reasonable additional assistance as may be mutually agreed upon by Naked and Wade from time to time; and

(4) Wade grants Naked the right to publicly identify Wade as a member of the Advisory Board, Creative Director, Stockholder, and Partner of Naked, and in the event that Wade joins the Board, as Director, and may include his name and biography in materials published by Naked, including any prospectus or offering materials or to publish any other information regarding Wade in any documents required to be filed pursuant to applicable laws and regulations.

B. Board of Directors. Further, Athlete will have the option in his sole discretion of becoming a member of the Board of Directors of Naked (the Board) (for a period of eighteen (18) months commencing on the Effective Date and provided that the Agreement has not  been terminated). If Athlete elects to become a member of the Board, he must satisfy the following requirements on an annual basis:

(1) Wade will participate in at least  four (4) scheduled board meetings, two (2) of which Wade must attend in-person, provided that at least one meeting is held in Miami, FL or, if no such meeting is held in Miami, FL then one (1) meeting if all meetings are held in New York, NY or another location. Subject to legal compliance requirements, Wade may  designate an individual acceptable to Naked serve as his representative to the meetings of the Board;

(2)  Wade will attend, subject to his  availability in his sole discretion, fundraising events and meetings with  potential investors, placement agents and representatives of the same at the request of Naked to be scheduled at the convenience of each of Naked and Wade;

If, while serving on the Board Wade does not satisfy any of the  above-listed requirements on more than one (1) occasion, the other members of the Board may remove Wade from the Board upon written notice to Wade.

8

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

10. Wade Obligations. During the Term of this Agreement, Athlete agrees to comply with the following obligations:

A. Comply with all rules and regulations of the National Basketball Association and its governing bodies rules and regulations;

B. Not do anything which damages Wade's name, reputation, or image in the eyes of a reasonable observer;

C.  Exercise reasonable constraints to  avoid taking any actions which damages Naked, its name, reputation, image, the  Naked Products and Wade Products;

D. When promoting the Naked Products or  Wade Products, mention when appropriate the name of Naked and/or the Naked Products and Wade Products in interviews with the press, social media channels and broadcast media;

E. Wear the Naked Products and/or Wade Products when appropriate and refrain from wearing any other Innerwear products that would be visible to the public.

11. Non-compete; Confidentiality. Wade represents and warrants that during the Term and in  the Territory, neither Wade nor any of his agents, representatives or employees will solicit, initiate, or encourage any proposal for an endorsement by Wade of any Innerwear to commence during the Term, or participate in any discussions or negotiations for the same. Wade will execute a non-disclosure and confidentiality agreement in a form mutually acceptable to each of Wade and Naked.

12. Termination.

A. Naked shall have the right to terminate this Agreement upon ten (10) days prior written notice to Wade in the event Wade fails to perform the Wade Services or breaches any other covenant or agreement set forth herein (including the essence of this Agreement), and fails to cure same (if curable) within seven (7) days of receipt of written notice. Such termination shall relieve Naked of its obligation to provide any further consideration pursuant to this Agreement provided that Wade shall retain all warrants he has received hereunder that have vested as of the date of such termination. In the event of such termination as a result of a material breach of this Agreement by Wade (i) Wade's contractual liabilities and obligations until the date of termination still exist notwithstanding such termination, (ii)  Naked shall be under no obligation to sell any Wade Products but shall nevertheless owe the Royalty on any Wade Products sold; and (iii) notwithstanding anything to the contrary herein, Wade shall forfeit all warrants he has received hereunder. Naked shall not have waived any of its rights at law or in equity by exercising any provision of this section.

B. Wade shall have the right to  terminate this Agreement upon ten (10) days prior written notice to Naked in the  event of the occurrence of any of the following: (i) Naked is adjudicated as insolvent or declares bankruptcy; or (ii) Naked fails to provide consideration due pursuant to this Agreement, within ten (10) days following the date such consideration is due hereunder (or, if Wade elects to receive stock in lieu of the cash consideration, if Naked fails to instruct its transfer agent to issue the appropriate amount of Common Stock to Wade within ten (10) days following the date such consideration is due in the event such consideration is payable in Common Stock); provided that Naked is notified in writing of such non-payment by Wade and such payment by Naked is not made within three (3) days following such notification; or (iii) Naked breaches any  covenant or agreement set forth herein and fails to cure same (if curable)  within seven (7) days of receipt of written notice. Furthermore, Naked agrees that such termination shall not relieve it of its obligation to provide consideration as contemplated hereunder. Wade shall not have waived any of his rights at law or in equity by exercising any provision of this section.

9

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

C. The Agreement shall be deemed terminated if neither Naked nor Wade elect to extend the Agreement as set forth in Section 2 hereof.

D. Naked's rights to the use of Wade Image shall end immediately should this Agreement be terminated pursuant to Section 12(A) or Section 12(B) above.

13. Notices. All notices provided for herein shall be given in writing by hand delivery, courier service,  or by certified mail return receipt requested to the addresses of the Parties set forth as follows (unless change of address by notice to the other Party is given as provided in this Section 13):

  If to Wade: If to Naked:         CAA Sports LLC Naked Brand Group, Inc.   405 Lexington Avenue, 19th Floor 10th Floor - 95 Madison Avenue   New York, NY 10174 New York, NY 10016   Attn: Lloyd Frischer Attn: Joel Primus         With a copy to: With a copy to:         Andrew B. Latack, Esq. Duane Morris LLP   at the same address 1540 Broadway, 14th Floor     New York, NY 10036     Attn: Nanette C. Heide, Esq.

14. Intellectual Property.

All rights to the use of the names, trademarks, service marks, symbols, logos, domain names, trade secrets, confidential know-how, patents, copyrights, any pending applications with respect to any of the foregoing, and  any other intellectual property and related proprietary rights, interests and protections (Intellectual Property Rights) in connection with Wade Products will be jointly owned by Wade and Naked. Wade will retain all ownership of the Intellectual Property Rights in connection with Wade Image including, for the avoidance of doubt, the Logo. For the avoidance of doubt, no rights are being granted hereunder to any intellectual property belonging to the NBA or its member clubs (including but not limited to the Miami Heat).

Subject to Section 14A, Naked will retain all ownership of the Intellectual Property Rights in connection with the Naked Products, the Naked brand and any and all related brands. All advertising material produced  hereunder will be and remain the absolute property of Naked. Wade acknowledges that he does not now have and in the future will assert no right, title or interest of any kind or nature whatsoever therein, or in or to any component part or tape, dub or copy or element or character or characterization thereof.

10

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

15. Representations and Warranties of Naked and Wade.

A. Wade relies upon Naked's skill  and judgment and also upon the following  representations of Naked which  shall be in effect throughout the term of this Agreement:

(1) Naked's products will be merchantable and fit for the purpose for which they are intended, and

(2) Naked's products will conform at all times to all applicable federal, state and local laws, rules, regulations, ordinances, and other enactments and industry standards, including, but not limited to, those relating to product safety.

B. Wade Enterprises and Athlete hereby jointly and severally represent to Naked the following:

(1) Authorization. Wade Enterprises is an entity duly organized and validly existing in good standing under the laws of its jurisdiction of organization. Wade Enterprises and Athlete  each have the requisite power and authority to enter into, execute and deliver  the Agreement to which it is a party and to perform all of the obligations to be  performed by each of them hereunder. The Agreement and the obligations and  transactions contemplated hereby have been, duly authorized, executed and  delivered by each of them, and the Agreement constitutes each of their valid and binding obligation, enforceable against such Party in accordance with its terms.

(2)  No Conflicts. Neither the  execution and delivery of this Agreement nor the performance or consummation of  the transactions contemplated hereby or thereby by either Wade Enterprises or Athlete will conflict with, result in the breach of, constitute a default under or accelerate the performance required by the terms of: (i) any law, rule or  regulation of any government or governmental or regulatory agency; (ii) any judgment, order, writ, decree, permit or license of any court or governmental or regulatory agency to which such Party may be subject; (iii) any contract,  agreement, commitment or instrument to which Wade Enterprises or Athlete is a  party; or (iv) Wade Enterprises' constituent documents or other governing instruments (or constitute an event which, with the passage of time or action by a third party, would result in any of the foregoing). The execution and delivery  of this Agreement by Wade Enterprises and Athlete and the performance and consummation of the transactions contemplated hereby do not require any registration, filing, qualification, consent or approval under any material law, rule, regulation, judgment, order, writ, decree, permit or license to which such Party is subject.

16. Indemnity.

Naked shall be solely responsible for all liability arising out  of production, distribution and sale of its product. Naked hereby agrees to indemnify, defend and hold harmless Wade Enterprises, Athlete, his agents,  representatives and employees (referred to collectively as Wade Indemnities) from and against any and all claims, actions, causes or action, damages, injuries, expenses, liabilities (joint and several), penalties fines, attorneys' fees, court costs, and any other expenses incurred by Wade Indemnities arising out of (1) breach by Naked of any of the terms, representations or warranties made by Naked in  this Agreement; or (2) Naked product liability or trademark patent or other  proprietary right infringement; or (3) errors, omissions, fraudulent or negligent acts by Naked, its employees, agents or subcontractors in connection with (i) any advertising featuring Athlete; (ii) the performance of Naked's  duties and obligations under this Agreement; (iii) the production, distribution, promotion, marketing and sales of products including related product packaging; and/or (iv) the operation and management of its production and distribution facilities, however caused. Naked shall not be obligated to indemnify Wade with respect to damages which are the result of the gross negligence or willful misconduct of Wade.

11

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

Athlete and Wade Enterprises, jointly and severally, hereby agree to indemnify, defend and hold harmless Naked, its shareholders, directors, officers, employees, agents, and affiliates (referred to collectively as Naked Indemnities) from and against any and all claims, actions, causes or action, damages, injuries, expenses, liabilities (joint and several), penalties fines, attorneys' fees, court costs, and any other expenses incurred by Naked Indemnities arising out of or are in any way connected directly or indirectly with any and all claims, suits, actions, costs, and other expenses, fines, judgments, investigations, proceedings, demands, liabilities, and obligations of any nature whatsoever, with respect to Wade Enterprises' or Athlete's breach of its respective representations and warranties, uncured  breach of this Agreement or Athlete's gross negligence or willful misconduct.

17. Relationship of Parties. Nothing contained in this Agreement shall be deemed or construed to place the Parties in the relationship of partners, joint venturers, principal-agents, or employer-employee, it being understood that the Parties are and will remain independent contractors in all respects and neither Party shall have any right to obligate or bind the other in any manner whatsoever.

18. Assignment. Neither this Agreement nor any of the rights or obligations contained herein may be assigned or transferred by either Party without the prior written consent of the other Party.

19. Expenses. Each Party will bear its own expenses with respect to the execution of this Agreement and the  transactions contemplated thereunder, including but not limited to legal fees.

20. Authority to Contract. Each of the Parties represents and warrants that it has full right and power to enter  into this Agreement, to perform all obligations to be performed by it hereunder, and to grant all rights hereunder granted without violating the legal or equitable rights of any other person or entity, and that the execution and performance of this Agreement will not conflict with or result in a breach of or default under any of the terms or conditions of any agreement to which either Party has agreed, or is a Party, or may be bound.

21. Construction of Agreement. Each Party acknowledges that it has participated in the negotiation of this Agreement and that no provision of this Agreement shall be construed against or be interpreted to the disadvantage of any Party by any court or other governmental or judicial authority by reason of such Party having or deemed to have structured, dictated or drafted such provision.

12

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

22.  Merger; Modification. This  Agreement constitutes the entire agreement with respect to the subject matter  contained herein and supersedes all previous communications and agreements between the Parties pertaining to the subject matter hereof, whether written or oral. The terms of this Agreement may not be modified, waived, amended,  discharged, terminated, or supplemented, or otherwise changed, except by a written document executed by each Party.

23.  No Waiver. 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, or any other term or condition  of this Agreement. All remedies, rights, undertakings, obligations, and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either Party.

24. Severability. If any  provision of this Agreement, as applied to either Party or to any circumstance,  shall be adjudged by a court of competent jurisdiction to be void or unenforceable, whether at law or in equity, then such determination shall in no way affect any other provision of this Agreement, or the validity or enforceability of this Agreement.

25. Choice of Law. This Agreement, all amendments hereto, and any and all issues or controversies arising here from or related hereto, shall be governed by and construed exclusively in accordance with the laws of the State of New York.

26. Arbitration of Disputes. The parties agree to use commercially reasonable efforts to settle amicably any controversy, or claim arising out of the Agreement or any breach thereof through a dispute resolution process involving Wade and members from the senior management of Naked. If the parties do not otherwise agree, either party may present any unresolved dispute for arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the Rules) then in effect. Such arbitration will be held in New York, NY. The arbitration will be by a single arbitrator chosen by the parties, provided that if the parties fail to agree and to appoint a single arbitrator within twenty (20) business days from the date that one of the parties has made a demand for  arbitration, then the arbitrator will be chosen in accordance with the Rules.  The decision of the arbitrator will be final and binding on the parties and any  award of the arbitrator may be entered in any court of competent jurisdiction.

27. Attorneys' Fees. If any action is necessary to enforce the provisions of this Agreement, including any claims or demands, or to interpret this Agreement, the prevailing Party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which it may otherwise be entitled.

28. Captions; Structure. Section headings used in this Agreement are for convenience of reference only and shall not in any way affect the interpretation of any section of this Agreement or of the Agreement itself.

29. Time is of the Essence. Time is of the essence with respect to the performance of the duties and obligations hereunder.

30. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall be construed as a single instrument. This Agreement may be executed by facsimile or other electronic transmissions, and signatures on any facsimile or electronic transmission copy hereof shall be deemed authorized original signatures.

13

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

31. No Third Party  Beneficiaries. This Agreement is not for the benefit of any third party and  shall be deemed not to give any right or remedy to such third party, whether referred to herein or not.

32. Recitals. The recitals contained in this Agreement are true and correct and are incorporated herein by reference.

[SIGNATURE PAGE TO FOLLOW]

14

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and date first above written.

WITNESS:   Naked Brand Group, Inc. (Naked)       By:     By: /s/ Carole Hochman       Date:   Title:       WITNESS:   Wade Enterprises, LLC (Wade)       By:     By: /s/ Dwyane Wade       Date:

15

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

Inducement Letter and Guarantee

In order to induce Naked to enter into this Agreement with Wade Enterprises, LLC, I agree to the execution and delivery of this Agreement by Wade Enterprises, LLC, and agree to render all the services herein provided to be rendered by me, to grant all the rights granted herein, and to be bound by and duly perform and observe each and all of the terms and conditions of this Agreement regarding performance or compliance on my part, and I hereby join in all warranties, representations, agreements and indemnities made by Wade Enterprises, LLC, and further confirm the rights granted to Naked under the Agreement. All notices to Wade Enterprises, LLC shall be deemed notices to me with the same effect as if given to me. I certify that my services are rendered as an employee of Wade Enterprises, LLC, and, unless substituted for Wade Enterprises, LLC by law, I agree to look solely to Wade Enterprises, LLC for payment of compensation for my services and the discharge all other obligations of an employer, subject to the terms of the Agreement.

By: /s/ Dwyane Wade     Name: Dwyane Wade     Date:     NAKED BRAND GROUP, INC.   By: /s/ Carole Hochman     Name:       Date:

16

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

SCHEDULE A

WADE TRADEMARKS AND COPYRIGHTS

Wade's Asterisk Logo



17

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

18

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

SCHEDULE B

[***]

19

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015 
Question: Highlight the parts (if any) of this contract related to Post-Termination Services that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?

Answer: 2993


Question: Exhibit 10.2   INTELLECTUAL PROPERTY AGREEMENT   This Intellectual Property Agreement (this Agreement) is entered into on May 12, 2020 (Effective Date), concerning the pursuits set forth herein for the collective development, implementation and commercialization of a potential treatment for the COVID-19 virus and its effects on the human body (collectively referred to herein as the Joint Venture) by and between:   Marv Enterprises, LLC, a Limited Liability Company organized under the laws of the Commonwealth of Pennsylvania (Marv),   Premier Biomedical, Inc. (OTC Pink: BIEI), a Nevada corporation (Premier),   Technology Health, Inc. (OTC Pink: HALB), a Colorado corporation f/k/a Halberd Corporation (THI),   Each shall be referred to as a Party and collectively as the Parties.   RECITALS:               WHEREAS, Marv is a single member LLC with Dr. Mitchell Felder as the sole member.   WHEREAS, Premier is publicly traded on the Pink Sheets, trading symbol BIEI.   WHEREAS, THI is publicly traded on the Pink Sheets, trading symbol HALB.   WHEREAS, Marv is owner of U.S. Patent 9,216,386 and U.S. Patent 8,758,287 collectively referred to as the Issued Patents.   WHEREAS, Premier has an Exclusive License to the Issued Patents via an Agreement executed by Marv and Premier on May 12, 2010 (2010 Agreement).   WHEREAS, Marv has subsequently filed numerous patent applications on subject matter related to the Issued Patents which are listed in Appendix A.   WHEREAS, Marv and Premier expanded Premier's Exclusive License to include all the Applications listed in Appendix A via a Third Addendum to the 2010 Agreement executed by Marv and Premier on the Effective Date (2020 Agreement).   WHEREAS, Marv has filed US provisional patent applications specifically related to methods of treatment for Covid-19 as starred in Appendix A (Covid-19 Applications) to which Premier has an exclusive license via the 2020 Agreement.   WHEREAS, this Agreement contemplates the development of a methodology for the extracorporeal treatment of a patient's body fluid to treat Covid-19 (Field of Covid-19 Treatment).   WHEREAS, the Parties are desirous of collaborating for the creation and distribution of products designed in the Field of Covid-19 Treatment (Covid-19 Licensed Products)   WHEREAS, THI is desirous of exclusively licensing the Applications listed in Appendix A;   WHEREAS, Premier is willing to assign its rights in the 2010 Agreement/2020 Agreement;   WHEREAS, Marv in this Agreement gives its written consent for Premier to assign its rights in the 2010 Agreement/2020 Agreement to THI;                NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the Parties covenant, promise and agree as follows:     1





    AGREEMENT   1.         RECITALS. The Recitals are hereby incorporated herein by this reference, as if fully restated herein.   2.      LICENSING. To the extent that terms in the 2010 Agreement/2020 Agreement are not contradicted or revised here, the terms as stated in 2010 Agreement/2020 Agreement remain in full effect, are controlling, and apply to THI licensing of the Applications in Appendix A and the Licensed Products derived therefrom.   (a) License - THI is granted the following rights to the Applications in Appendix A and the Licensed Products derived therefrom:   Scope. The licenses granted herein are exclusive worldwide licenses to:   1.         make, have made, use, lease, sell and import Licensed Products for the legal purposes of researching, developing, manufacturing, assembling, distributing, and selling the Licensed Products;   2.         make, have made, use and import machines, tools, materials and other instrumentalities, insofar as such machines, tools, materials and other instrumentalities are involved in or incidental to the research, development, manufacture, testing or repair of Licensed Products which are or have been made, used, leased, owned, sold or imported by the Licensee; and   3.         convey to any customer of the Licensee, with respect to any Licensed Product which is sold or leased to such customer, rights to use and resell such Licensed Product as sold or leased by Licensee (whether or not as part of a larger combination); provided, however, that no rights may be conveyed to customers with respect to any Invention which is directed to (i) a combination of such Licensed Product (as sold or leased) with any other product, (ii) a method or process which is other than the inherent use of such Licensed Product itself (as sold or leased), or (iii) a method or process involving the use of a Licensed Product to manufacture (including associated testing) any other product.   4.         Licenses granted herein are solely for products in the form sold by the Licensee and are not to be construed either (i) as consent by the Marv to any act which may be performed by the Licensee, except to the extent impacted by a patent licensed herein to the Licensee, or (ii) to include licenses to contributorily infringe or induce infringement under U.S. law or a foreign equivalent thereof.   5. The grant of each license hereunder includes the right to grant sublicenses to Related Companies for so long as it remains a Related Companies. Any such sublicense may be made effective retroactively, but not prior to the effective date hereof, nor prior to the sublicensee's becoming a Related Company.              (b)      Reports and Payments - For the above exclusive licensing rights, THI will pay for various costs associated with this Agreement. The costs listed below are to be hereinafter referred to as the License Fee, to be paid by and through THI. The use of the License Fee is further broken down below:   1. $20,000, payable to Marv Enterprises, LLC or as it directs, which has already been paid into the account of Marv Enterprises, LLC at the Lynch Law Group   2. The total sum of non-paid invoices (estimated to be approximately $80,000) payable to Marv Enterprises, LLC, previously owed by Premier to Marv up until the effective date of this Agreement, payable in total by no later than July 20, 2020.   3. Reports.       a . Within thirty (30) days after the end of each quarterly period ending on March                 31st, June 30th, September 30th, or December 31st, commencing with the one-year anniversary of the effective date of this Agreement, THI shall furnish to Marv a statement certified by a responsible official of the Licensee showing in a manner acceptable to Marv:   i. all Licensed Products which were sold, leased or put into use during such quarterly period by THI or any of its Related Companies, the gross sales received for the Licensed Products, and the Fair Market Values of such Licensed Products;   ii. all services performed by THI or any of its Related Companies that directly or indirectly used Licensed Product, the gross sales received by the services, and the Fair Market Value of such services;     2





    iii. the amount of royalty payable thereon, and   iv. if no Licensed Product has been so sold, leased or put into use or if no services have been performed, the statement shall show that fact.    b. Within such thirty (30) days, THI shall pay in United States dollars to Marv at PO Box 1332, Hermitage, PA 16148, or other address provided by Marv, the royalties payable in accordance with such statement. Any conversion to United States dollars shall be at the prevailing rate for bank cable transfers as quoted for the last day of such quarterly period by leading United States banks in New York City dealing in the foreign exchange market.   c. Overdue payments hereunder shall be subject to a late payment charge calculated at an annual rate of three percent (3%) over the prime rate or successive prime rates (as posted in New York City) during delinquency. If the amount of such charge exceeds the maximum permitted by law, such charge shall be reduced to such maximum.   (c) THI further agrees to pay Intellectual Property Prosecution and Costs Applications in Appendix A directly to Marv.   1. Costs. THI shall reimburse Marv for all IP Costs incurred on behalf of THI, as well as pre-paid IP Costs incurred prior to the Effective Date of this Agreement, including the costs of provisional and non-provisional applications that are filed to preserve Intellectual Property. Reimbursement for pre-paid IP Costs shall be in accordance with 2 (b) 2 above.    2. Extension of Application. By written notice to Marv and at least ninety (90) days before the non-extendable due date for the filing of a national phase application of an Application, THI shall elect those countries or authorities in which it desires to file a patent application based on the Application. Intellectual Property rights in an unelected country shall revert to Marv.   3. Notice to Licensee. Before payment of any IP Cost, Marv shall notify THI for a time period being the lesser of (i) at least sixty (60) days before the IP Cost is due or (ii) as soon as is practicable after receiving knowledge of the IP Cost. The notice will identify (i) the Application or Patent, (ii) the country, (iii) the reason for the IP Cost, and (iv) the Due Date for payment. THI shall then affirm or deny payment. Affirmation of payment must be received by Marv within fourteen (14) days of the mailing date of the notice or the THI shall be deemed to have denied payment.   a. If THI affirms a payment, THI shall reimburse Marv for all IP Costs arising from the payment and shall then retain its license for the Application or Patent in that country.   b. If THI denies payment, THI shall have no obligation to pay IP Costs associated with the Application or Patent in that country, but the license and all associated rights for that Application or Patent shall revert to Marv.   4. Reimbursement by Licensee. THI shall prepay Marv for any affirmed IP Cost before payment is to be made by Marv. Marv shall have no duty to pay an IP Cost, whether affirmed or not affirmed, for which Marv does not receive prepayment. If THI does not pay Marv by the Due Date, the Application or Patent shall revert to Marv as if THI had denied payment under section 2(c)3.     5. Reversion of License. If a reversion occurs under this Article, the license in that country in which reversion has occurred will be terminated, and THI shall have no further right in the Application or Patent for that country. The right shall revert to Marv who will then have the right to pursue protection for the reverted Application or Patent. Marv has no further duty to THI for a reverted Application or Patent.   6. Applications. Defines as all applications of the United States and foreign countries, including Patent Cooperation Treaty applications that claim priority to the Applications listed in Appendix A, including any non-provisional applications, continuations, continuations-in-part, divisions, reissues, re-examinations or extensions thereof; and all applications including those applications filed in the United States or applications filed under the Patent Cooperation Treaty on subject matter directly related to the Applications in Appendix A whether or not priority to said applications was claimed.    (d)  Royalty Payments.   1. Royalty payments are payable from THI to Marv Enterprises, LLC and will be in the amount of 5% of the Fair Market Value of:   a. Licensed Product that is sold, leased or put into use by the THI or any Related Companies in the preceding calendar quarter; and   b. any service performed by THI or any Related Companies that directly or indirectly uses Licensed Product.     3





    2. This License does not include a minimum annual royalty payable by THI to Marv.   3. Fair Market Value means, with respect to any Licensed Product sold, leased or put into use, the Selling Price actually obtained in an arm's length transaction for a product comprising a Licensed Product in the form in which the product is sold, whether or not assembled and without excluding any components or subassemblies thereof which are included in such Selling Price.   Selling price shall exclude: usual trade discounts actually allowed to unaffiliated persons or entities such as packing costs, costs of transportation and transportation insurance, and import, export, excise, sales and value added taxes, and custom duties.   4. In addition to the 5% amount calculated pursuant to the preceding paragraph, there shall be an identical 5% amount to be paid from THI, per Premier's consideration, to certain shareholders of Premier, as identified by Premier, as of a record date to be determined in the future, on an annual basis, commencing on the one-year anniversary of this Agreement until a total amount of $40,000,000 has been paid to Premier. This royalty is separate and distinct from the royalty obligation to Marv as stated in 2(d)1.            (e)     If THI does not make the obligatory payments as stated in 2(b) by the dates stated, the Exclusive License will revert back to Premier.   3.       JOINT VENTURE   (a)   Premier and THI will jointly cooperate in developing Covid-19 Licensed Products, to be memorialized by them in a Technology Acquisition and Financing Agreement. For the joint venture the following payments will be made by and through THI:   1. $750,000, payable to THI  in total by no later than June 20 , 2020. The payment will be for developing fluorescently-conjugated antibodies in the Field of Covid-19 Treatments.   2.    $1,150,000, payable to THI  in total by no later than July 30, 2020.     The payment will be for development of laser technology in the Field of Covid-19 Treatments.   3. $500,000 payable to a subsidiary of THI to be formed in the United Kingdom, for research and development to be performed in the United Kingdom, by and at the direction of Mohammed Zulfiquar and/or Datatechnics Inc. as invoiced by Mohammed Zulfiquar and/or Datatechnics Inc., for expenses and at an hourly rate to Mohammed Zulfiquar and his designees.   (b).     Premier may partner with other organizations as needed to effectuate the development of technology in the Field of Covid-19 Treatments.   (c) Marv will have no direct role in the development of technology in the Field of Covid-19 Treatment or in the Joint Venture. Marv, through its sole member Dr. Mitchell Felder, may from time to time be consulted regarding the development of technology in the Field of Covid-19 Treatment. This consultation will be done solely at Marv's discretion.   (d)   Premier and THI may execute separate agreements further outlining the conditions of the Joint Venture to effectuate the development of technology in the Field of Covid-19 Treatment.   (e)     If THI does not make the obligatory payments as stated in 3(a) by the dates stated, the Exclusive License will revert back to Premier, provided, however, that in such event, THI would still be entitled to a proportionate interest in any Covid-19 Licensed Products, such portion being equal to a fraction, the numerator of which shall be the actual amount paid and the denominator of which shall be $2,000,000.   4.        NO BROKERAGE FEE. Each Party hereby represents and warrants that there has been no agreement which might cause any other person to become entitled to a finder's fee, a broker's fee or a commission as a result of the transactions contemplated hereunder.   5.  REQUIREMENT. The Parties agree that Marv and/or Mitchell S. Felder shall have no obligation and/or involvement in any capital raising activities for THI or Premier at any time and for any reason. Further, the 150,000,000 (one hundred and fifty million) stock warrants previously ceded to Mitchell S. Felder by Halberd/THI shall not be eliminated, cancelled, or altered in any way, and for any reason, unless specifically directed at the request of Mitchell S. Felder.   6.      NONEXCLUSIVE ENGAGEMENT; EXTENT OF SERVICES. The Parties agree that the relationship contemplated by this Agreement is a nonexclusive engagement/venture and that each Party now renders and may continue to render consulting services and/or sell or provide products to other companies that may or may not conduct activities similar to those of each other Party.     4





    7.        CONFIDENTIALITY.   Each Party agrees to hold in confidence confidential information acquired in the course of this relationship with the other Parties and their associates. Each Party agrees to refrain from, either during period of this Agreement or at any other time thereafter, disclosing, using or disseminating such confidential information, for its or another's benefit, in any way acquired in the course of any association arising out of this Agreement. For purposes of this Agreement, confidential information shall include contacts and introductions to third parties and information relating thereto. Confidential information, knowledge or data of a Party and/or its affiliates shall not include any information which is or becomes generally available to the public other than as a result of a disclosure by such Party or its representatives.   Confidential information should further include:   all information (in whatever form and whether or not marked or otherwise identified as confidential), including financial statements, business plans or records, concepts, marketing studies, projections, sales or pricing information, customer or supplier information, agreements with third parties, Intellectual Property (as defined below) or other data provided by or on behalf of the Disclosing Party to the Recipient and (ii) all notes, analyses, compilations, studies, interpretations or other material prepared by the Recipient or its Representatives which contain or reflect or are based upon, in whole or in part, information furnished by the Disclosing Party pursuant to this Agreement. Confidential Information does not include information which (a) is obtained by the Recipient from a third party who is not known to Recipient to be prohibited from transmitting such information to the Recipient, or (b) was already in the Recipient's possession prior to its entry into this Agreement and which is not subject to any restrictions which would prohibit its disclosure to the Recipient in connection with the parties' evaluation of the Transaction or (c) is or becomes generally available to the public other than as a result of a breach of any confidentiality restrictions to the Recipient.   Intellectual Property shall mean any Confidential Information proprietary to the Disclosing Party and any trademark, service mark, trade name, invention, improvement, discovery, patent, patent application, trade secret, copyright, copyrightable work, trade dress, mask work, computer program or any other type of proprietary intellectual property to which the Disclosing party claims any rights, including any registrations or applications for registration or renewals of any of the foregoing, and all copies and tangible embodiments of the foregoing in whatever form or medium. Confidential information shall also mean any information not generally made available or known to the public and shall include, without limitation, all ideas, inventions, software, documentation, flowcharts, diagrams, improvements, discoveries, research and development, know how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, plans, specifications, and all other information or material within the definition of a trade secret as set forth in the Uniform Trade Secret Act, or which either party otherwise reasonably considers proprietary.   Copies; Return of Confidential Information. The parties may copy or otherwise reproduce any written Confidential Information; provided, however, that all such Confidential Information and copies thereof shall be promptly returned to the Disclosing Party or, at the option of the Disclosing Party, destroyed, upon the Disclosing Party's request, such destruction to be certified in writing.   8.           VENUE. This Agreement and the rights of the Parties hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. Venue for any action brought under this Agreement shall be in the appropriate court in Mercer County, Pennsylvania.     9.       MATERIALITY. The Parties agree and stipulate that each and every term and condition contained in this Agreement is material, and that each and every term and condition may be reasonably accomplished within the time limitations, and in the manner set forth in this Agreement. The Parties agree and stipulate that time is of the essence with respect to compliance with each and every item set forth in this Agreement.   10.        AMENDMENTS/BINDING. This Agreement may not be amended or modified except by written agreement subscribed by all of the Parties to be charged with such modification. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective partners, employees, agents, servants, heirs, administrators, executors, successors, representatives and assigns.   11.     ENTIRE AGREEMENT. This Agreement, along with the exhibits hereto, sets forth the entire agreement and understanding of the Parties hereto and supersedes any and all prior arrangements and understandings related to the subject matter hereof except for as specifically stated in this  Agreement with regards to the 2010 Agreement and the 2020 Agreement and  licensing rights. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any Party hereto which is not embodied in this Agreement or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no Party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not so set forth.   12.       COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which when executed and delivered shall be an original, and all of which when executed shall constitute one and the same instrument.   13.     EXPENSES ASSOCIATED WITH THIS AGREEMENT. Marv shall be reimbursed in full for the cost(s) of all legal expenses associated with this agreement by THI.    [remainder of page intentionally left blank; signature page to follow]

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                IN WITNESS WHEREOF, the Parties hereto, agreeing to be bound hereby, execute this Agreement upon the date first set forth above.     Premier Biomedical, Inc.:     /s/ William Hartman                                Date__________ By: William Hartman, CEO       Technology Health, Inc.:     /s/ James Christopher LeDoux               Date___________ By: CEO      Marv Enterprises, LLC:     /s/ Mitchell Felder                                  Date__________ By:  Mitchell Felder

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Question: Highlight the parts (if any) of this contract related to Affiliate License-Licensee that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?

Answer:
5294