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MARK AND IMAGE LICENSE AGREEMENT

This Mark and Image License Agreement ("Agreement") is between Lutron Electronics Co., Inc. ("Licensor"), and the entity identified below ("Licensee"), for the license of trademarks, graphic artwork, photographs, and trade dress, such as product packaging, all related to the promotion and sale by Licensee of Licensor's products. Licensees under this Agreement are limited to: (a) Lutron Authorized Representatives; (b) Lutron Authorized Distributors, Dealers, or Retailers; and (c) construction professionals, system designers, or energy managers, who will be specifying Lutron products (“Specifiers”).

Licensor is the owner of rights in the nature of copyright in certain graphic artwork, photographs, videos, images, and product packaging (the “Images”), used in connection with the products sold by Lutron (the “Products”), and Licensor is the owner of rights in the trademarks used on or in connection with the Products, and all trademark registrations and applications thereof (the “Marks”).

Licensee is desirous of obtaining a license to use the Images and/or the Marks in its sales materials to sell, market, and/or promote Products, and Licensor is willing to grant such a license.

For good and valuable consideration, the parties hereto agree as follows:

1. Grant, Changes, Quality, Samples. Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable, royalty-free right and license to use, copy, and distribute the Images and Marks, without modification of any kind, and in the forms provided, including precise use of colors and proportions of elements. Such material shall be used in and for Licensee's sales, marketing, and promotional materials (the “Sales Materials”), subject to the conditions herein, for the purpose of selling, marketing, and promoting Products. Licensor may, in its sole and absolute discretion, add, remove, or change Images or Marks, during the term of this license, and Licensee shall promptly update its Sales Materials to include only the then-current Images and Marks. Licensee may not create any derivative works from any of Licensor’s materials, Images, or Marks. Licensor may review samples of Sales Materials for compliance with its quality standards, and Licensor shall be the sole judge as to whether Licensee has met such standards. Licensee shall promptly arrange, to the satisfaction of Licensor, for correction of any Sales Material that does not meet such standards.

2. Ownership. Licensee acknowledges Licensor's sole ownership of the copyright in Images, and of all rights in the Marks and their associated goodwill, and Licensee agrees that it will do nothing inconsistent with such ownership and that all use of the Images and Marks shall inure to the benefit of and on behalf of Licensor. Licensee agrees that nothing in this Agreement shall give Licensee any right, title, or interest in or to the Marks or copyright in the Images, other than the limited rights to use the Marks and Images in Sales Materials in accordance with this Agreement, and Licensee agrees that it will not challenge the validity of the Marks or of the copyrights in the Images, or Licensor’s sole title to same.

3. Form of Use. Licensee agrees to use the Marks and Images only in the form and manner and with appropriate legends as prescribed from time to time by Licensor, and not to use any other trademark, service mark, trade name, or the like, in combination with the Marks and Images, without prior written approval of Licensor. Licensee also agrees that it will not use any registered or common law trademarks of Licensor in any of Licensee’s root domain names.

4. Infringement Proceedings. Licensee agrees to immediately notify Licensor of any unauthorized use of the Marks and/or Images by third parties, and/or any threatened litigation pertaining to the Marks and/or Images. Licensor shall have the sole right and discretion to bring or defend any claim pertaining to the Marks and/or Images.

5. Termination And Obligations on Termination. The license granted hereunder may be terminated by Licensor upon demand for any or no reason. Upon cancellation or termination for any reason of the license herein granted, Licensee agrees immediately to cease and desist from any and all distribution of Sales Materials bearing or containing any Images and/or Marks, and to cease and desist from any and all use of Images and Marks.

6. Representations. Licensee and Licensor each represent and warrant to the other that it has the right to enter into this Agreement, to grant the rights granted herein, and to perform its obligations hereunder, and that to do so will not violate or conflict with any agreement to which it is a party or by which it is bound. Licensee represents that it is an authorized reseller of Lutron products authorized by Lutron to make such sales and that it will not permit the use of any of Licensor’s Images or Marks covered by this Agreement by any company and/or person who is not an authorized seller of Products.

7. Disclaimer. LICENSOR HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE RIGHTS LICENSED BY THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF THE IMAGES AND MARKS.

8. Indemnification. Licensee and its successors and assigns agree to indemnify and hold harmless Licensor, its affiliates, subsidiaries, successors, assigns, and their officers, agents, and employees of each, from and against any and all claims, suits, damages, losses, liabilities, obligations, fines, penalties, costs, and expenses (whether based in tort, breach of contract, product liability, patent, trademark, or copyright infringement, or otherwise), including legal fees and expenses, of whatever kind or nature (collectively "Loss"), arising out of or based on any failure by Licensee to perform any of the terms, covenants, or conditions of this Agreement, or for libel, slander, invasion of privacy, infringement of copyrights or license, unfair or improper trade practices, or other wrongful business conduct arising out of Licensee's use of the Marks and Images.

9. General. This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania. Notice to Licensee shall be valid if sent via electronic mail to the address set out below. This Agreement and the license herein granted shall be assignable and transferable by Licensor. Licensee shall have no right to sublicense the rights herein granted, and shall have no right to assign this Agreement or the license granted herein, except with the written consent of Licensor. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.


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