270 Legal [Sample Agreements]

LICENSE AGREEMENT
Between
ELVIS PRESLEY ENTERPRISES, INC.
and
FX LUXURY REALTY LLC

Dated as of June 1, 2007

This License Agreement is made and effective as of June 1, 2007 (the “Effective Date”) by and between ELVIS PRESLEY ENTERPRISES, INC., a Tennessee corporation, having its principal office at 3734 Elvis Presley Boulevard, Memphis, Tennessee 38116 (“Licensor”), and FX LUXURY REALTY LLC, a Delaware limited liability company, having its principal office at 650 Madison Avenue, New York, New York, 10022 (“Licensee”) (each, a “party” and collectively, the “parties”), with reference to the following recitals:
RECITALS

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Article 1
DEFINITIONS

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“Elvis Experience(s)” means permanent, non-touring interactive entertainment, educational and retail experiences incorporating music, Artifacts, and audiovisual works focusing on the life and times of Elvis Presley.

“Elvis Identification Elements” means the name, image, likeness, distinctive appearance, gestures and mannerisms, voice, signature, handwriting, sobriquet, persona, biography, and life story of Elvis Presley.

“Elvis Presley-themed” means that the overall look and feel and the primary theme of the applicable Hotel, Resort, Retail Store, Casino, Lounge, Spa, Theme Park, Food and Beverage Outlet, Residential Development, or Commercial Development, (i) is based around Elvis Identification Elements or the Marks, or (ii) conveys an immersion in experiencing the life and times of Elvis Presley.

“Elvis Property” or “Elvis Properties” means Elvis Presley-themed Hotel(s), Elvis Presley-themed Resort(s), Elvis Presley-themed Residential Development(s), Elvis Presley-themed Commercial Development(s), Elvis Presley-themed Casino(s), Elvis Presley-themed Lounge(s), Elvis Presley-themed Theme Park(s), and Elvis Presley-themed Food and Beverage Outlet(s).

“Elvis Related IP” means any Licensor-Owned IP, Presley Music, Third Party Elvis-related Materials and any other intellectual property or elements associated or identified with Elvis Presley.

“EPE Heartbreak Hotel” means “Elvis Presley’s Heartbreak Hotel” currently located at 3677 Elvis Presley Blvd. , Memphis, TN 38116 and operated by Licensor or one of Licensor’s Affiliates.

“Generic Merchandise” means articles of merchandise that are Generic (e.g., bottled water, Tylenol, newspapers).

“Generic” means not incorporating any Elvis Related IP.

“Gross Revenues” means the gross amount of revenues earned or received by or on behalf of Licensee or any Licensee Related Party, in connection with the applicable activity or source subject of this Agreement, without any deduction of costs or expenses incurred by Licensee (including any deduction of construction, development, design, manufacturing or operating costs, costs in connection with advertising and/or promotion of any of the Elvis Properties, commissions, taxes, fees, assessments, or bad debts) and without any reserves (including any reserves for returns, refunds or bad debts); provided, however, that the term “Gross Revenues” shall (i) exclude sales taxes and returns of defective Elvis Property-themed Merchandise, such actual returns limited to three percent (3%) of the total of the regular list price for all Elvis Property-themed Merchandise sold during each calendar year and (ii) be subject to the provisions of this Agreement.
“including” and “includes” mean “including (or includes), without limitation”.

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Section 1.02 Other Defined Terms.

“Authorized Elvis Presley-themed Entertainment Attractions” Section 2.01(d)

“Base Casino Royalty” Section 7.04

“Buy-Out” Section 7.18

“Casino(s)” Section 2.01(a)

“Claims” Section 20.02

“Co-Branded Campaign” Section 3.09(c)

“Confidential Information” Section 25.01

“Consents” Section 5.01

“Declined Elvis Experience” Section 15.03

“Domain Names” Section 3.08

“Effective Date” Preamble

“Elvis Hotel, Lounge and Casino Infringements” Section 19.03

“Elvis Presley-themed Casino(s)” Section 2.01(a)

“Elvis Presley-themed Food and Beverage Outlet(s)” Section 2.01(b)

“Elvis Presley-themed Hotel(s)” Section 2.01

“Elvis Presley-themed Lounge(s)” Section 2.01(d)

“Elvis Presley-themed Residential Development(s)” Section 2.01

“Elvis Presley-themed Resort(s)” Section 2.01

“Elvis Presley-themed Retail Store(s)” Section 2.01(e)

“Elvis Presley-themed Spa(s)” Section 2.01(c)

“Elvis Presley-themed Theme Park(s)” Section 2.03

“Elvis Property Materials” Section 10.01

“Elvis Property-themed Merchandise” Section 2.06

“Entertainment Attraction(s)” Section 2.01(f)

“Excluded Gambling Items” Section 2.02

“First Memphis Hotel” Section 6.01

“Food and Beverage Outlet(s)” Section 2.01(b)

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Article 2
GRANT OF RIGHTS

Section 2.01 Hotel License. Subject to the terms and conditions of this Agreement, Licensor grants to Licensee an exclusive, worldwide license to use the Licensor- Owned IP in connection with the design, construction, operation, advertising and promotion of Elvis Presley-themed hotels (“Elvis Presley-themed Hotel(s)”), Elvis Presley-themed golf courses (non- miniature), resorts and resort communities (“Elvis Presley-themed Resort(s)”), Elvis Presley-themed residential developments (“Elvis Presley-themed Residential Development(s)”), and Elvis-Presley-themed commercial (non-residential) developments that are related to or associated with any of the foregoing (“Elvis Presley-themed Commercial Development(s)”), which may include any of the following:

a) casinos, or other facilities that accommodate gambling activities (“Casino(s)”), some or all of which may, at Licensee’s election, be Elvis Presley-themed or otherwise incorporate the Licensor Owned IP into the name, design, and overall appearance of the Casinos or elements thereof (“Elvis Presley-themed Casino(s)”);

b) restaurants, food carts, food kiosks, snack bars, beverage bars and liquor bars that primarily serve food (“Food and Beverage Outlet(s)”), some or all of which may, at Licensee’s election, be Elvis Presley-themed or otherwise incorporate the Licensor Owned IP into the name, design, overall appearance, and/or menu items of the Food and Beverage Outlets or elements thereof (“Elvis Presley-themed Food and Beverage Outlet(s)”);

c) spas, gyms, and health clubs (“Spa(s)”), some or all of which may, at Licensee’s election, be Elvis-Presley-themed or otherwise incorporate the Licensor Owned IP into the name, design, and overall appearance of the Spas or elements thereof (“Elvis Presley-themed Spa(s)”);

d) lounges and clubs that do not primarily serve food (“Lounge(s)”), some or all of which may, at Licensee’s election, be Elvis Presley-themed or otherwise incorporate the Licensor Owned IP into the name, design, and overall appearance, of the Lounges or elements thereof (“Elvis Presley-themed Lounge(s)”);

e) retail and merchandise outlets (“Retail Store(s)”), some or all of which may, at Licensee’s election, be Elvis Presley-themed or otherwise incorporate the Licensor Owned IP into the name, design, and overall appearance of the Retail Stores or elements thereof (“Elvis Presley-themed Retail Store(s)”);

f) entertainment attractions including shows, stage productions, concerts, comedy specials, and sporting events (“Entertainment Attraction(s)”), some of which may incorporate the music of Elvis Presley, the Licensor Owned IP and/or be Elvis Presley-themed, provided that they are authorized and/or licensed by Licensor (e.g., the Ultimate Elvis Tribute Artist Contest, All Shook Up) and approved by Licensor prior to exploitation at the applicable Elvis Property in accordance with Section 11.07 (“Authorized Elvis Presley-themed Entertainment Attractions”); and

g) subject to Article 15, Elvis Experiences authorized and/or licensed by Licensor.

Section 2.02 Casino License. Subject to the terms and conditions of this Agreement, Licensor grants to Licensee an exclusive, worldwide license to use the Licensor- Owned IP in connection with the design, construction, operation and promotion of Elvis Presley-themed Casino(s), which Elvis Presley-themed Casinos may include Food and Beverage Outlets, Elvis Presley-themed Food and Beverage Outlets, Lounges, Elvis Presley-themed Lounges, Retail Stores, Elvis Presley-themed Retail Stores, Entertainment Attractions, Authorized Elvis Presley-themed Entertainment Attractions and, subject to Article 15, Elvis Experiences. Notwithstanding the foregoing, the parties acknowledge and agree that Licensee’s right to use the Licensor Owned IP in connection with Elvis Presley-themed slot machines and pachinko machines (“Excluded Gambling Items”) is subject to rights in the Licensor-Owned IP for Excluded Gambling Items that Licensor has granted exclusively to a third party. Licensor agrees to use reasonable best efforts to obtain from such third party for the benefit of Licensee the Excluded Gambling Items at prices that are no less favorable to Licensee than the prices charged by such third party for the Excluded Gambling Items to its best customers. Licensor acknowledges and agrees that it shall not use or license a third party to use the Licensor-Owned IP in connection with online casino services.

Section 2.03 Theme Park License. Other than with respect to Graceland in Memphis, Tennessee, which rights shall be reserved by Licensor, subject to the terms and conditions of this Agreement, Licensor grants to Licensee an exclusive, worldwide license to use the Licensor Owned IP in connection with the design, construction, operation and promotion of Elvis Presley-themed theme parks (“Elvis Presley-themed Theme Park(s)”), which Elvis Presley-themed Theme Parks may include Casinos, Elvis Presley-themed Casinos, Food and Beverage Outlets, Elvis Presley-themed Food and Beverage Outlets, Lounges, Elvis Presley-themed Lounges, Retail Stores, Elvis Presley-themed Retail Stores, Entertainment Attractions, Authorized Elvis Presley-themed Entertainment Attractions and, subject to Article 15, Elvis Experiences. Nothing in this Section 2.03 shall prevent Licensor from using the Licensor Owned IP in connection with the design, construction, operation and promotion of an Elvis Presley-themed ride, provided that any such ride or group of rides does not, in the reasonable discretion of the parties, comprise a park or section of a park that is Elvis Presley-themed.

Section 2.04 Lounge License. Other than with respect to the MGM CityCentre in Las Vegas, Nevada, which rights shall be reserved to Licensor, its partners and licensees during the term of the CityCentre Agreement, subject to the terms and conditions of this Agreement, Licensor grants to Licensee an exclusive, worldwide license to use the Licensor Owned IP in connection with the design, construction, operation and promotion of Elvis Presley-themed Lounges, which Elvis Presley-themed Lounges may include Food and Beverage Outlets, Elvis Presley-themed Food and Beverage Outlets, Entertainment Attractions, and Authorized Elvis Presley-themed Entertainment Attractions.

Section 2.05 Food Outlet License. Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a nonexclusive, worldwide license to use the Licensor Owned IP in connection with the design, construction, operation and promotion of Elvis Presley-themed Food and Beverage Outlets, provided that (X) Licensee shall not be permitted to establish any Elvis Presley-themed Food and Beverage Outlets outside an Elvis Property in the Memphis, Tennessee area, and (Y) all Elvis Presley-themed Food and Beverage Outlets outside of any Elvis Property shall be at least fifteen (15) miles from any Elvis Presley-themed Food and Beverage Outlet operated or licensed by Licensor; provided, further, that Licensee shall have the right to operate an Elvis Presley-themed Food and Beverage Outlet within such fifteen (15) mile range (including in the same city and/or metropolitan area, but not Memphis, Tennessee, where applicable) where the applicable demographics will, in the reasonable business judgment of Licensor and Licensee, support additional Elvis Presley-themed Food and Beverage Outlets and where the operation of such Elvis Presley-themed Food and Beverage Outlet is unlikely to (i) cause customer confusion, result in brand conflict, or result in a weakening of the Licensor Owned IP, or (ii) materially and adversely impact the business of the existing Elvis Presley-themed Food and Beverage Outlet. For purposes of clarification, Licensee may build and operate an Elvis Presley-themed Food and Beverage Outlet, but except as permitted under this Agreement at an Elvis Property, Licensee may not use the Licensor Owned IP outside any Elvis Property in a non-Elvis Presley-themed restaurant (e.g., a 1950’s themed restaurant) or license to any third party the right to use Licensor Owned IP to design, construct, operate and promote a restaurant outside any Elvis Property co-branded with third party intellectual property (e.g., a Wolfgang Puck Elvis Presley restaurant, a “Jungle Room” as part of any Hard Rock Café).

Section 2.06 Merchandise License. Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a nonexclusive, worldwide license to use the Licensor Owned IP in connection with the design, manufacture, sale, and promotion, solely at any Elvis Property, for consumer sales only (i.e., not wholesale sales), of retail merchandise based on the particular Elvis Property, and all packaging and promotional materials in respect thereof (“Elvis Property-themed Merchandise”), which Elvis Property-themed Merchandise may only be sold at the applicable Elvis Property and on the Website related to the applicable Elvis Property (or by Licensor pursuant to Section 12.12). All Elvis Property-themed Merchandise shall be readily identifiable as relating to a particular Elvis Property (e.g., a Heartbreak Hotel beach towel and not an Elvis Presley/Blue Hawaii beach towel).

Section 2.07 Merchandise Selection. Throughout the Term of this Agreement, Licensor and Licensee shall work together in good faith in deciding the types of articles of Elvis Property-themed Merchandise that Licensee may manufacture, sell, and market at each Elvis Property hereunder, provided that Licensor shall have final approval over all types and categories of Elvis Property-themed Merchandise that may be sold by Licensee. Notwithstanding the foregoing, Licensee shall have, at a minimum, the right to manufacture, sell, and market the types of articles set forth on Exhibit C hereto and any additional types of articles agreed to by the parties during the Term of this Agreement. Licensor agrees to act in good faith in determining the additional types of articles that may be manufactured, sold, and marketed by Licensee during the Term of this Agreement. Licensee acknowledges that Licensor is a party to certain exclusive license agreements that may restrict Licensor’s ability to permit Licensee to manufacture certain types of articles of Elvis Property-themed Merchandise not included on Exhibit C, or sell such items at certain price points. During the Term hereof, Licensor shall not enter into any agreement that would further restrict the rights of Licensee to manufacture and sell Elvis Property-themed Merchandise that has been previously approved for sale by Licensee. For the avoidance of doubt, other than rights granted to a third party manufacturer pursuant to Section 12.09, Licensee may not sublicense any merchandise rights to any third party.

Article 3
TRADEMARKS; RESERVATION OF RIGHTS

Section 3.01 Geographic Limitations. The parties acknowledge that (i) Licensor and its Affiliates own numerous trademark applications and registrations covering the Licensor Owned IP in various geographic regions, and (ii) the scope of Licensor’s intellectual property protection may vary by geographic region and product class. Licensor has provided to Licensee a list of those countries and product classes in which the Marks are presently registered or where applications for registration are pending, which list may be amended from time to time (the “Registered Class/Territories”). Licensor shall, upon the request of Licensee no more frequently than semi-annually, provide Licensee with a then-current list of trademark applications and registrations covering the Licensor Owned IP. Nothing in this Section 3.01 shall limit the licenses granted to Licensee under Article 2.

Section 3.02 Expansion of Trademark Protection. In the event Licensee wishes to (A) use the Marks in connection with (i) the design, construction, operation and promotion of Elvis Properties or (ii) the design, manufacture, sale, and promotion of Elvis Property-themed Merchandise, in each case, outside the Registered Class/Territories, or (B) use the Marks in connection with products or services for which Licensor has not registered the applicable Marks, Licensee may request that Licensor register the Marks in such territory or for such products or services. Except as provided below, Licensor, at its sole costs and expense, agrees to file an application for registration of the applicable Mark in the requested territory or product class within fifteen (15) days of receipt of Licensee’s request. Licensor shall thereafter respond to any trademark examiner’s inquiries or requests for additional information in a timely manner and take all other actions that are reasonably necessary to pursue such applications and to maintain Licensor’s existing registrations for the Marks. Notwithstanding the foregoing, Licensor shall have the right to refuse the filing of a new application in accordance with this paragraph for good cause.

Section 3.03 Ownership of Licensee Created Marks. Any Elvis-related trademark that is not Licensor Owned IP, or similar thereto or derivative thereof, that is adopted by Licensee for use in connection with Elvis Properties in accordance with this Agreement during the Term of this Agreement shall be owned by Licensee for use solely in connection with hotel and casino services (but not gaming or gambling equipment or products) (the “Licensee Created Marks”). The Licensee Created Marks shall not incorporate or be derived from or similar to any of the Licensor Owned IP. Licensee may, at its sole costs and expense, file an application for registration of the applicable Licensee Created Mark in the territory or territories where Licensee uses or has a bona fide intent to use such Licensee Created Mark solely for hotel and/or casino services. Licensee shall notify Licensor of any Licensee Created Marks for which Licensee intends to seek registration (together with the territory and product class of such registration), and provide to Licensor any information that Licensor may reasonably request about such registrations. Licensee agrees that Licensor shall not be restricted by Licensee from filing for trademark registration for any of the Licensee Created Marks outside the categories of hotel and/or casino services.

Section 3.04 Refusal to Register. In the event that Licensor is unable to register a Mark in a requested territory because of the prior existence of a pending application or registration of that Mark in the requested territory (or any mark similar thereto or derivative thereof) which is not owned by Licensor, then Licensor shall immediately notify Licensee in writing and such inability to register the Mark shall not be deemed a breach of this Agreement by Licensor, provided that Licensor has used reasonable best efforts to so register the Marks.

Section 3.05 Certain Trademark Limitations. Notwithstanding any of the foregoing, Licensee shall have no right to use the mark LOVE ME TENDER as the name of any Elvis Presley-themed Retail Store, EP’S DELTA KITCHEN AND BAR as the name of any Elvis Presley-themed Food and Beverage Outlet, or GRACELOUNGE as the name of any Elvis Presley-themed Lounge.

Section 3.06 Trademark Strategy. Upon the request of either party, Licensor and Licensee shall convene a meeting to develop and discuss in good faith a trademark strategy that is beneficial to the businesses of both parties.

Section 3.07 Joint Name and Logo. Licensor acknowledges that Licensee shall have the right to incorporate the Licensee Owned IP on each article of Elvis Property-themed Merchandise and otherwise to use the Licensee Owned IP in connection with the Elvis Properties, and also to create a joint Licensor/Licensee name and/or logo (the “Joint Name and Logo”) mutually approved by Licensor and Licensee under this Agreement (e.g., “Heartbreak Hotel at Park Central”) and to use such Joint Name and Logo on Elvis Presley-themed Merchandise and otherwise in connection with the Elvis Properties. Licensee shall not acquire any rights in the Licensor Owned IP nor shall Licensor acquire any rights in the Licensee Owned IP by virtue of any use of the Joint Name and Logo. Any intellectual property rights in the Joint Name and Logo independent of the Licensor Owned IP and the Licensee Owned IP shall be jointly owned by the parties. Any use of the Joint Name and Logo shall be strictly in accordance with the limitations of this Agreement, including the quality control restrictions hereof. Upon termination of this Agreement, without limiting the right of each party to use its respective portion of the Joint Name and Logo, neither Party shall thereafter use the Joint Name and Logo in its entirety.

Section 3.08 Domain Names. Any domain names used in connection with the Websites that incorporate any of the Marks, or derivatives thereof, in whole or in part (the “Domain Names”) shall be owned by Licensor and licensed to Licensee pursuant to the terms and conditions of this Agreement. Licensor shall remain the owner and Administrative Contact of the domain names and Licensee shall be the Technical Contact of the domain name as listed in the Domain Name Registry.

Section 3.09 Reservation of Rights. Licensor reserves all rights not granted to Licensee hereunder, and shall not be prohibited or restricted in any way, at any time, from exercising such rights, including:

a) establishing or operating, or licensing to any third party the right to establish or operate, any Food and Beverage Outlets, Spas, Retail Stores, productions, shows, and other special events such as tribute artist contests, charity events, concerts, fan club events, cruises, and television broadcasts, and/or any other form of entertainment attractions utilizing the Licensor Owned IP (including as part of the name or logo) anywhere in the world, provided that except for any activities taking place at Graceland in Memphis, Tennessee, and at the MGM/CityCentre in Las Vegas, Nevada, Licensor may not establish, operate, or license to any third party the right to establish or operate an Elvis Presley-themed Food and Beverage Outlet, Spa, or Retail Store within a radius of fifteen (15) miles from any Elvis Property, provided that, (i) the foregoing limitation shall not apply to Memphis, Tennessee, and (ii) Licensee shall not unreasonably withhold consent to a request by Licensor (or its licensee) to operate an Elvis Presley-themed Food and Beverage Outlet, Spa or Retail Store within such fifteen (15) mile range (including in the same city and/or metropolitan area, where applicable) where the applicable demographics will support additional Elvis Presley-themed real estate properties and where the operation of such Elvis Presley-themed Food and Beverage Outlet, Spa or Retail Store is unlikely to (i) cause customer confusion, result in brand conflict, or result in a weakening of the Licensor Owned IP, or (ii) materially and adversely impact the business of the existing Elvis Property.

b) granting to any third party any license to manufacture, sell, distribute, market and/or otherwise exploit merchandise which embodies any of the Licensor Owned IP, regardless of whether such third party establishes, operates, or sells to any retail store, hotel complex or other facility which offers merchandise, food, beverages, entertainment attractions, gambling or other products or activities which reference or allude in any way to Elvis Presley.

c) engaging in any commercial tie-in, or promotional or marketing activities that features the Licensor Owned IP together with the trademarks or copyrights of a third party (a “Co-Branded Campaign”), except for a Co-Branded Campaign with third party hotels or casinos (e.g., a Co-Branded Campaign with Wyndham Hotels), provided that Licensor shall have the right to continue to enter into (i) local co-branding arrangements with hotels in Memphis, Tennessee for Elvis Birthday and Elvis Week promotional campaigns and (ii) Co-Branded Campaigns with any hotel in which any Elvis Presley-themed Cirque du Soleil show is presented or any Elvis Experience is housed, including the MGM CityCentre in Las Vegas, Nevada.

d) Licensing de minimis uses of the Licensor Owned IP in connection with a third party real estate property, provided that such real estate property is not Elvis Presley-themed (e.g., the display of a photograph of Elvis in a non-Elvis Presley-themed lounge).

e) Using or licensing the Licensor Owned IP for any purpose not specifically prohibited pursuant to this Agreement.

Section 3.10 Entertainment Attractions. Other than Elvis Experiences and Authorized Elvis Presley-themed Entertainment Attractions, which are subject to Licensor’s approval at each Elvis Property pursuant to Section 10.07, Licensee shall have no right to create, produce, develop, or exploit at any Elvis Property any other entertainment attraction that is Elvis Presley-themed, is readily identifiable with Elvis Presley, or uses the Licensor Owned IP or features the music of Elvis Presley without Licensor’s prior written consent (e.g., tribute artist contest and/or performances not authorized by Licensor, production of Viva Las Vegas the musical). Nothing herein shall restrict Licensee’s right to create, produce, develop and exploit at any Elvis Property any entertainment attraction that does not have an Elvis Presley theme, is not readily identifiable with Elvis Presley, does not use the Licensor Owned IP and does not feature the music of Elvis Presley without Licensor’s consent, provided that such entertainment attraction does not otherwise violate Licensee’s obligations hereunder.

Section 3.11 Elvis Experiences. The parties agree that nothing in this Agreement grants to Licensee any right to use the Licensor Owned IP to design, construct, operate or promote Elvis Experiences except as expressly provided in Article 15.

Article 4
LICENSE OF ELVIS ARTIFACTS

Section 4.01 License of Artifacts. Licensor shall make available to Licensee hereunder, for public display, solely at each Elvis Property, a reasonable number of Artifacts as determined by Licensor in its exercise of reasonable discretion. The parties agree to consult in good faith regarding the types of Artifacts to be displayed at each Elvis Property, provided that Licensor shall have final approval and discretion over the selection of any Artifacts for display at any of the Elvis Properties. For purposes of clarification, Licensor reserves the right to (i) withhold at any time during the Term of this Agreement certain categories of Artifacts from being displayed at any of the Elvis Properties, (ii) display any Artifacts or license to third parties rights to display any Artifacts anywhere in the world, (iii) grant exclusive rights to third parties to display certain categories of Artifacts (e.g., an exclusive license to the President Nixon Library to display all Elvis Presley/Richard Nixon Artifacts). If Licensor withdraws Artifacts that have been delivered to Licensee for public display at an Elvis Property for any reason, Licensor shall use reasonable best efforts to replace such withdrawn Artifacts with comparable Artifacts.

Section 4.02 Delivery of Artifacts. At its sole cost and expense, and following the instructions provided by Licensor, Licensee will arrange for roundtrip delivery of the Artifacts to the Elvis Property and returned back to Licensor within sixty (60) business days following the termination of this Agreement or upon the replacement of the Artifacts with new Artifacts to be displayed at each Elvis Property. Licensee shall maintain exclusive possession of the Artifacts during the period of time in which the Artifacts are in Licensee’s possession.

Section 4.03 Protection of Artifacts. Licensee will treat each Artifact with due care and shall take all measures necessary to fully protect such Artifact from damage, consistent with the limitations and instructions set forth in Exhibit D hereto and such other reasonable restrictions as promulgated by Licensor from time-to-time. Each Artifact, if not displayed in a case or behind glass or plexiglas, will have sufficient distance from the public to prevent touching. All exhibit areas will be under surveillance when open to the public. Licensee shall keep each Artifact in the same condition as such items were delivered to Licensee hereunder, except for normal wear and tear. All such items shall be marked “Courtesy of Elvis Presley Enterprises, Inc., On Loan From Graceland”. Licensor reserves the right, after reasonable notice to Licensee, to inspect the Artifacts and obtain the immediate return of any Artifact that in Licensor’s good faith judgment has not been handled or treated properly.

Section 4.04 No Museums. In selecting the Artifacts and in placing the Artifacts throughout each Elvis Property, Licensor and Licensee acknowledge that it is their mutual intention hereunder that no Elvis Property shall look like or be perceived to be an Elvis Presley museum (i.e., a similar experience to visiting Graceland), and neither party shall act contrary thereto.

Section 4.05 Insurance. Prior to delivery thereof to Licensee, Licensor shall identify to Licensee the appraised value of each Artifact as determined by Licensor in its reasonable discretion. Licensee will insure each loaned Artifact for at least the amount specified by Licensor against all risks of physical loss or damage from any cause while in transit and on location during the period of the loan. Licensee shall be entitled to reject an Artifact on the basis of the cost to Licensee of insuring it.

Section 4.06 Prior Inspection. Before commencing the display of the Artifacts at any Elvis Property, Licensee shall give Licensor the opportunity to inspect the placement of each Artifact and make a determination whether the Artifacts are displayed according to the terms of this Agreement.
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