Our Change Foundation ("OCF"), a Delaware nonprofit corporation, has contracted with Impact to conduct one or more fundraising campaigns (each, a "Campaign") for the benefit of Licensor. OCF is solely responsible for the distribution of funds, if any, to Licensor from the Campaigns. Licensor shall look solely to OCF for any funds from the Campaigns and holds Impact harmless from any and all claims or causes of action relating thereto.

To enable Impact to conduct the Campaigns for OCF, Licensor hereby authorizes Impact to use Licensor's name, logo, and trademarks, and likenesses and photos or videos of Licensor's personnel, organization, and programs, and descriptions of Licensor's programs, in any media and in other materials Impact develops, solely for the purpose of Impact and its affiliates' conduct of the Campaigns and for historical or archival purposes. This authorization is perpetual and worldwide. Prior to any public use of Licensor's name, logo, or trademarks (collectively, "Marks"), Impact shall provide Licensor a sample of its intended use of the Marks in the form that it intends to use in connection with the Campaign (the "Representative Sample"). Once Licensor approves a Representative Sample, Impact may use the Marks without additional approvals, provided that Impact does not deviate from the Representative Sample in any material manner without Licensor's prior written approval.

Licensor hereby irrevocably and unconditionally agrees, to the fullest extent permitted by law, to defend, indemnify, and hold harmless Impact and its affiliates and their respective its officers, directors, trustees, employees, and agents, from and against any and all claims, liabilities, losses, and expenses (including reasonable attorneys' fees) directly, indirectly, wholly, or partially arising from or in connection with (i) any act or omission of Licensor, its employees, or agents, in applying for or accepting any grant made to Licensor by OCF, in expending or applying the grant funds or in carrying out any project or program to be supported by any OCF grant, (ii) any violation by Licensor of any applicable law, rule, or regulation, and (iii) the conduct of any Campaign, except to the extent arising from Impact's gross negligence, intentional misconduct, or use of the Marks in violation of this Agreement.

Nothing in this Agreement shall be construed to make the parties agents of each other or partners, or to permit either party to incur any expense or bind the other to any obligation not specifically set forth herein.

(a) Either party may terminate this Agreement for convenience, for any reason or no reason, upon at least ninety (90) days prior written notice to the other party.

(b) Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach.

(c) Sections 2 (Use of Name and Marks), and 3 (Indemnification) of this Agreement shall survive any termination hereof.

This Agreement supersedes any prior oral or written understandings or communications between the parties and constitutes the entire agreement of the parties with respect to the subject matter hereof. This Agreement may not be amended or modified, except in a written document signed by both Impact and Licensor.