The following sets forth our agreement (the “Agreement”) with respect to the use of certain material in the above-referenced Episode of The Dr. Oz Show (“TDOS”) and any derivative programs created in connection with TDOS, including, but not limited to, all television, digital transmission, and terrestrial radio (individually and collectively, the “Program(s)”).


1. Licensor has granted ZoCo Productions, LLC and its affiliated entities and companies (collectively, “ZoCo”), the producer of the Program, a gratis, non-exclusive license to use/show the following material, mark, logo and/or artwork: (individually and collectively, the “Material”), which is owned by Licensor, in the above-referenced Program for the purposes referred to herein. The Program, including the Episode, is intended for initial syndication to television stations worldwide.



2. Licensor represents and warrants that Licensor is the sole owner and copyright proprietor of the Material and/or the authorized representative of said owner; that Licensor is free to grant ZoCo all rights hereunder and that it possesses all rights to the Material necessary for the grant of this license; that no element of the Material infringes upon any copyright or any other rights of any person, firm, or corporation; that all necessary releases were obtained from the persons appearing in the Material and that use of the Material hereunder will not require payment to any third party, including talent.


3. Licensor acknowledges and agrees that ZoCo can use the Material in the Program for unlimited runs, worldwide, in perpetuity and in all media now known or hereinafter devised, including, without limitation, on www.doctoroz.com, and in connection with the advertising and promotion of the Program. Further, ZoCo may edit the Material as necessary for its inclusion in the Program, including, but not limited to, the creation and addition of voice tracks by Dr. Oz to the Material, if applicable, solely as determined by ZoCo.


4. Nothing in this Agreement shall be construed to require ZoCo to use the Material or permit ZoCo to publish or exhibit the Material apart from the Program or in a manner not provided for herein.


5. ZoCo represents that the incorporation of the Material into the Program shall in no way affect Licensor's continued and separate copyright ownership or proprietorship. ZoCo further represents that it shall be the sole copyright proprietor of the Program and that the Program shall bear a copyright notice.


6. Licensor agrees to indemnify and hold ZoCo harmless from and against any and all claims, losses, liabilities, damages and expenses, including reasonable attorneys’ fees, which may result from ZoCo’s use of the Material or from any breach of Licensor’s representations and warranties hereunder provided that such claims, etc. are reduced to final non-appealable judgment or settled with the consent of Licensor, which consent shall not be unreasonably withheld.


7. Licensor acknowledges and agrees that it shall not and cannot use ZoCo’s name or logos or Dr. Oz’s name, voice, picture or likeness for any advertising or promotional purposes without first obtaining the written permission of ZoCo. Specifically, Licensor agrees not to use ZoCo’s name or trademarks, Dr. Oz’s name or likeness, or a quote from Dr. Oz or the Program on Licensor’s website, in any Licensor-related publication, in connection with the marketing or advertising of Licensor or in connection with any book, blog or other publication, product or service (including digital transmissions such as the internet or other on-line computer communication services) relating to Licensor. Further, Licensor hereby agrees not to use the phrase “As seen on The Dr. Oz Show”, or similar statements, in any promotional or advertising material it creates or on its website.


8. This Agreement and all collaterally related issues shall be governed by and construed in accordance with the laws of the State of New York. This Agreement represents the entire understanding between the parties hereto with respect to the subject hereof, supersedes all prior written and oral representations and cannot be modified orally. The parties hereto agree to keep the terms of this Agreement and/or the any negotiations prior to its signature confidential.


9. A signed copy of this Agreement delivered by facsimile transmission or email in Adobe Acrobat format, shall for all purposes be treated as if it were delivered containing an original manual signature of the party whose signature appears in the facsimile or email in Adobe Acrobat format, and shall be binding upon such party in the same manner as though an originally signed copy had been delivered. This Agreement may be executed in counterparts, each of which together shall constitute one and the same Agreement.


10. Licensor may not assign its obligations under this Agreement to any other person, firm or corporation without the express written consent of ZoCo.
 

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