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For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Owner hereby grants (“Producer”) and its parents, successors, licensees and assigns, the right, but not the obligation, to incorporate the property described above (the “Property”), in whole or in part, in any manner Producer sees fit in the multi-aspect project currently titled “The Shift Wellness Rally” including any extended and/or abbreviated versions (the “Series”) for non-exclusive use in the Series and in connection with the Series, and the distribution, exhibition, exploitation, advertising, and promotion of the Series, in any and all media now known or hereafter devised, worldwide throughout the universe. Owner warrants and represents that (i) Owner is either the owner of the Property and the copyright therein or the lawful and authorized agent of the owner; (ii) the use of the Property for the purposes and in the manner described herein will not infringe upon or violate any trademark, trade name, copyright, artistic rights, privacy or publicity right and/or any other rights of any kind or nature whatsoever of any third party; (iii) Owner’s execution of this license does not and will not violate any agreement to which it is a party or by which it is otherwise bound; (iv) no further consent is required from any other person or entity to enable Producer to use the Property for the purposes and in the manner described herein; (v) no such use will subject Producer to liability for further payment of any kind to any other party; (vi) Owner shall keep strictly confidential all non-public information I receive relating to Producer, Project and/or the Property in perpetuity; and (vii) Owner has full right, power and authority to enter into this license and to grant the rights and licenses granted herein. Owner will indemnify and hold Producer and its parents, successors, licensees and assigns harmless from and against any and all claims, damages, liabilities, costs and expenses arising out of any breach of this license and/or the foregoing warranties and representations. Owner acknowledges that Producer will rely on this permission potentially at substantial cost to Producer. Owner recognizes and confirms that in the event of a breach by Producer of its obligations under this license, whether or not material, the damage, if any, caused to Owner is not irreparable or sufficient to entitle Owner to injunctive or other equitable relief and Owner agrees that Owner’s rights and remedies will be limited to the right, if any, to obtain damages at law, and that Owner will not have any right to terminate or rescind this license or any of the rights granted to Producer or to enjoin, restrain or seek other equitable relief with respect to the development, production, distribution, exploitation and/or promotion of the Series or in any way relating to this license and/or the exercise of the rights granted hereunder. Owner agrees that the permission which the Owner is granting to Producer may not be revoked for any reason whatsoever. Producer will not have an obligation to use the Property in the Series or to distribute the Series. For purposes of clarity, Producer will be the sole owner of the Series and all rights in the Series, forever and throughout the universe.

If any clause, or portion of a clause, in this agreement is considered invalid under the rule of law, it will be regarded as stricken while the remainder of this agreement will continue to be in full force and effect. This license represents the entire agreement of the parties hereto with respect to the subject matter hereof and may not be modified except by a written instrument signed by both parties. Owner acknowledges that it has not been induced to enter into this license by or in reliance on any promises, representations or assurances made by Producer other than expressly included herein. Owner is executing this license on behalf of Owner and its heirs, executors, representatives, successors and assigns and this license shall be binding upon each and all of them in perpetuity. Notwithstanding anything contained herein, Producer may assign this license and/or any or all of its rights and obligations hereunder to any person or entity. This license is governed by the internal laws of the State of California applicable to agreements made and to be wholly performed within the State of California, and the courts of the State of California, federal or state, shall have exclusive jurisdiction over any claim or controversy arising out of or relating to this license or the interpretation thereof.

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