Res 2019-083/License agreement with the Mermaid Society of San Marcos for the use of the mermaid designation trademark.

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shall immediately discontinue all use of the Trademark, except that Licensee shall be entitled, on a nonexclusive basis, to continue to distribute printed materials and products upon which the Trademark appears that were created prior to the date of expiration or termination. 2.7 Good Will. Licensee recognizes the value of the good will associated with the Trademark and acknowledges that the Trademark and all rights therein including the good will pertaining thereto, belong exclusively to Licensor. 2.8 Infringements. If an action for infringement of the rights to the Trademark is brought by a third party, each party shall cooperate with the other in every way reasonably necessary and desirable for the defense of any such lawsuit to the extent each party's interests are aligned (as determined by either party in their sole discretion). 2.9 Indemnity. Licensor agrees to defend and indemnify Licensee,its officers,agents and employees, against all costs, expenses and losses (including reasonable attorneys' fees and costs) incurred through third party claims of infringement against Licensee alleging a superior right, title or interest over Licensor or Licensee in or to the use or ownership of the Trademark. 2.10 Applicable Law and Venue. This Agreement shall be governed in accordance with the laws of the State of Texas. Venue for any disputes arising under this Agreement shall he in the state courts in Hays County. Texas having appropriate jurisdiction, or, if in federal court, the United States District Court for the Western District of Texas, Austin Division. 2.11 Agreement Binding on Successors. The provisions of this Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators, successors, and assigns. If Licensor sells, assigns or conveys the rights, title or ownership of the Trademark to any third party, such sale, assignment or conveyance shall be subject to the terms of this Agreement. 2.12 Waiver. No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of this Agreement. 2.13 Severability. If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement. 2.14 No Joint Venture. Nothing contained herein shall constitute this arrangement to be employment, a joint venture or a partnership. 2.15 Assignability. The license granted shall not be assigned by Licensee without the written consent of Licensor. 2.16 Integration. This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties, including any option agreements