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NWL Highlights Agreement for Broadcast

REVOCABLE LIMITED NON-EXCLUSIVE LICENSE AGREEMENT NORTHWOODS LEAGUE TELEVISION CONTENT

This Revocable Limited Non-Exclusive License Agreement (“Agreement”) is entered into by and between (hereinafter referred to as “Licensee”), and Northwoods League, Inc., a Florida corporation with an office at 2900 4^th Street SW, Rochester, MN 55902 (hereinafter referred to as “Licensor”).

RECITALS

Licensee is the operator of television station(s) providing broadcast services throughout ; and

Licensor is engaged in the development and promotion of baseball teams in the Northwoods League (also referred to herein as the “League”), an amateur summer collegiate baseball league operating in Minnesota, Wisconsin, Indiana, Iowa, Michigan, Illinois, North Dakota, and Ontario, Canada, and is the sole and exclusive owner of the names, service marks, logos and commercial symbols using or incorporating the name of the Northwoods League (the “League Service Marks”), and also owns the right to license the names, service marks, logos and commercial symbols of the various League Affiliate Clubs (the “Affiliate Service Marks”) as part of its promotional activities; and

Licensor also creates certain broadcast images and recordings of League baseball games and customized programming (collectively “League Television Content”), and is the sole and exclusive licensor of such League Television Content; and

Licensee wishes to acquire a revocable limited, non-exclusive license for the use of the League Television Content, League Service Marks, and Affiliate Service Marks on specific television station(s) as defined herein for television broadcast and internet purposes only during the League season, and agrees to air the League’s commercials in exchange for the provision by the League of providing access to the League baseball game highlights from the ballpark(s) situated in Licensee’s broadcast region.

In consideration of the foregoing recitals and the mutual promises contained herein, being incorporated as terms of this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor and Licensee agree as follows:

Recitals Incorporated. The Recitals above are expressly incorporated herein as true and correct.

Grant of License. Licensor grants to Licensee, during the term of this Agreement and subject to the terms and conditions contained herein, a revocable limited non-exclusive right and license to broadcast the League Television Content, and a revocable limited non-exclusive right and license to utilize the League Service Marks and Affiliate Service Marks to the extent necessary for Licensee’s reasonably related use of the League Television Content. Nothing in this Agreement grants Licensee ownership or other rights in or to the League Service Marks, the Affiliate Service Marks, and the League Television Content, except in accordance and to the extent of this Agreement.

Term of Agreement. The term of this Agreement shall be from May 15, to September 30, .

League Television Content Production and Broadcast Obligations.

a. Game Footage and Produced Program by Licensor. Licensor, at its sole cost, shall by means of technology selected by Licensor in its sole discretion, provide Licensee the four (4) camera high-definition (HD) highlights of those individual live League games (“Game Footage”) played by the during the term of this Agreement for use by Licensee to edit and broadcast on its Station(s) (as defined below) in accordance with the license granted herein. Licensor shall also provide Licensee five (5) :30 commercials produced by Licensor at its sole cost.

b. Limited Internet Broadcast Use of Highlights. Licensee shall be permitted to broadcast the Game Footage for a forty-eight (48) hour period after each game from which the Game Footage is taken on any of Licensee’s websites, social media, or other World Wide Web digital platforms and shall not use any Game Footage or any derivative works therefrom in any manner whatsoever on its websites, social media, or other World Wide Web digital platforms after forty-eight (48) hours from the end of the game where such Game Footage was taken.

c. Broadcasts of League Commercials by Licensee. In consideration for receiving the aforementioned Game Footage from Licensor, Licensee shall: (i) make best efforts to broadcast each League Commercial ten (10) or more times on a monthly basis on its primary channel; and (ii) distribute the broadcast of the League Commercials as evenly as possible throughout the month, subject to schedule availability.

d. Log of Programming or Affidavit. Licensee shall provide Licensor on a monthly basis the reconciled daily log of programming and/or affidavit for each Station accurately showing when the League Commercials were aired by each Station.

e. Advertising Inventory. Licensee shall provide Licensor five League Commercials at Licensor's sole expense, deliverable via Dropbox link.

Licensee agrees that its nonexclusive limited right to use the League Service Marks, the Affiliate Service Marks, and the League Television Content is for use during the Northwoods League baseball season only, and to be broadcast only by the following television stations or any others under Licensee’s ownership in the future ( “Station” or collectively the “Stations”): .

Licensee agrees that any use of the League Service Marks and/or Affiliate Service Marks shall be limited to the uses described herein, or for any promotional activities related thereto.

Licensee shall not use or give others permission to use the League Service Marks and the Affiliate Marks (or any colorable imitation thereof, alone or combined with any other words or phrases), and/or the Television Content. The League Service Marks and Affiliate Service Marks permitted by this Agreement must be used in exact conformity to the specifications permitted exclusively by Licensor from time to time.

Licensor, its officers, owners, affiliates, employees, and agents, the League Service Marks, the Affiliate Service Marks, and/or League Television Content shall not be used whatsoever in connection with gambling, nudity, athletes using alcohol or illegal drugs, or in any way that would reasonably harm the reputation of the League or its Affiliate Clubs.

Licensor, in its sole discretion, may terminate this Agreement at any time for any reason whatsoever. Upon termination or expiration of this Agreement for any reason, Licensee shall immediately cease and discontinue the use of the League Service Marks and Affiliate Service Marks (or any names or marks deceptively similar thereto), and League Television Content in connection with its operations, advertising, and promotions.

The undersigned parties each warrant and represent that they are authorized to enter into this Agreement and that all necessary corporate acts for compliance herewith have been duly authorized. The parties agree to execute such further instruments or documents as may be reasonably required to correct any clerical errors or omissions herein or as may be reasonably required to carry out the transaction as contemplated herein.

Limitation of Liability. THERE IS NO WARRANTY OF MERCHANTABILITY NOR WARRANTY OF FITNESS FOR A PARTICULAR USE, NOR ANY IMPLIED WARRANTY OF ANY KIND, REGARDING THE LEAGUE TELEVISION CONTENT. IN NO EVENT WILL LICENSOR BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, OR CLAIMS ARISING IN TORT (INCLUDING NEGLIGENCE).

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings or agreements, written or oral. Except as expressly set forth herein, the parties make no warranties, representations, covenants, or agreements, express or implied. No amendment to or modification of this Agreement will be binding unless in writing and signed by a duly authorized representative of both parties.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly officers as indicated by their signatures below who declare and warrant that he/she is properly authorized to execute this Agreement on behalf of the respective party.