A. UAC owns the UAC IP, including all trademarks and copyrights therein;

B. Licensee desires to use the UAC IP for the Purpose of Use;

C. UAC desires to grant to Licensee, and Licensee desires to obtain a non-exclusive License to use the UAC IP solely for the Purpose of Use.

NOW, IT IS HEREBY AGREED as follows:

1. UAC grants Licensee, during the Term, and throughout the Territory, a limited non-exclusive license to use the UAC IP solely for the Purpose of Use identified above.

2. In consideration of the License granted, Licensee shall pay to UAC the License Fee, if any, which is payable by wire transfer to UAC on the Effective Date.

3. Licensee agrees that it will only use the UAC IP for the Purpose of Use and will conform to the standards of quality, specifications, or directions set out by or on behalf of UAC.

4. UAC has the right to inspect and supervise the manner of use of the UAC IP and the quality of all products, presentations, and/or promotional material that incorporate UAC IP.

5. Licensee acknowledges UAC’s ownership of and exclusive rights in the UAC IP. Without limitation to the foregoing, Licensee acknowledges and agrees that all goodwill in or associated with the UAC IP, including any goodwill generated or arising by or through the Licensee’s activities under this Agreement, accrues for the benefit of and belongs exclusively to UAC and, if requested at any time by UAC, Licensee shall execute a confirmatory assignment of that goodwill to the UAC.

6. Licensee will not modify, alter or change any UAC IP (excepting the slide deck) without the prior written consent of UCA, and will not use the UAC IP as the basis for a derivative work.

7. To the extent the Purpose of Use includes use of the UAC IP on the internet, Licensee will implement digital rights management technology to limit copying, printing, and sharing of the UAC IP and to otherwise protect UAC’s exclusive rights under the Copyright Act.

8. Any display of the UAC IP must include the following copyright notice: “© by Utah Avalanche Center, All rights reserved.”

9. Licensee will not engage in any activity that may have an adverse effect on the reputation and goodwill of the UAC, or any of UAC’s programs.

10. UAC may, with or without notice to Licensee, immediately terminate this Agreement for any reason or no reason at all in UAC’s sole and absolute discretion.

11. Upon termination of this Agreement, all rights of the Licensee to use the UAC IP will cease and terminate.

12. Licensee hereby agrees not to disclose any confidential information received from the UAC, including without limitation the contents of this Agreement, except as required by law, or for the purposes of obtaining professional advice, or to the extent that such information is already in the public domain other than through breach of this clause, or with the other party’s consent. The obligations upon the parties provided for under this clause shall survive the expiration or termination of this Agreement.

13. This Agreement may be executed in any number of counterparts, each of which will be deemed an original and all of which taken together will be deemed to constitute one and the same instrument.

14. This Agreement will be construed, interpreted, and applied in accordance with the laws of the state of Utah (excluding its body of law controlling conflicts of law). The parties hereby consent to the exclusive jurisdiction of the federal and/or state courts in the State of Utah.

15. In the event that UAC institutes, and prevails in, any legal suit, action, or proceeding against Licensee to enforce the terms of this Agreement, or otherwise arising out of or relating to this agreement, UAC is entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by UAC in conducting the suit, action, or proceeding, including attorneys' fees and expenses and court costs.