WHEREAS, Licensor has devised a Fair Employment mark (hereinafter “the Mark”), a copy of which is attached as Attachment A to this agreement, and has developed goodwill associated with the Mark and names “Fair Employment Mark,” and “fairemploymentmark.org.”

WHEREAS, Licensee and Licensor desire to enter into an agreement pertaining to the Mark whereby Licensee shall have the right to use the Mark;

WHEREAS Licensee desires to privately commit to non-discrimination as defined in the Employment Non-Discrimination Act (ENDA) as proposed in H.R. 2026, 110th Cong., 1st Sess. (2007), which is attached as Attachment B to this agreement.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Licensor and Licensee agree as follows:

GRANT OF LICENSE. Licensor hereby grants to Licensee a license to use the Mark and all goodwill associated therewith as embodied by the term "the Mark", including, but not limited to, using the Mark in Licensee's products, services, and advertising materials.

TERM. The term of the license herein granted shall be five years ("the Term"), and renewed automatically upon for another five years at the end of every previous Term unless otherwise terminated by either party as set forth in Paragraph 13.

CONSIDERATION. In exchange for Licensor licensing the Mark to Licensee, Licensee promises to abide by the standards of fair employment defined in the next paragraph.

STANDARDS OF FAIR EMPLOYMENT. Licensee promises not to engage in the following employment practices:

(1) to fail or refuse to hire or to discharge any individual, or otherwise to discriminate against any individual with respect to the compensation, terms, conditions, or privileges of employment of the individual, because of such individual's sexual orientation, actual or perceived, or gender identity; ENDA, H.R. 2026, '4 (a)(1) (attached hereto) or

(2) "to limit, segregate, or classify the employees or applicants for employment of the employer in any way that would deprive or tend to deprive any individual of employment or otherwise adversely affect the status of the individual as an employee, because of such an individual's actual or perceived sexual orientation or gender identity;@ ENDA, H.R. 2026, '4 (a)(2) (attached hereto)

(3) to discriminate against any individual because of the actual or perceived sexual orientation or gender identity in admission to, or employment in, any program established to provide apprenticeship or other training;@ ENDA, H.R. 2026, '4(d) (attached hereto)

(4) to discriminate against an individual because such individual opposed any of the employment practices described in subsections (1) through (3), or because such individual made a charge, testified, assisted, or participated in any manner in an investigation, proceeding, or hearing @ concerned with this License. ENDA, H.R. 2026, '5 (attached hereto)

The employment practices described in any of subsections (1) through (3) Ashall be considered to include an action described in that subsection, taken against an individual based on the actual or perceived sexual orientation or gender identity of a person with whom the individual associates or has associated. @ ENDA, H.R. 2026, '4 (e) (attached hereto)

THIRD-PARTY BENEFICIARIES. Licensee and Licensor agree to designate as express third-party beneficiaries of this agreement all persons and entities that would be entitled to sue if ENDA were in effect (including governmental civil rights enforcement agencies). In particular, Licensee and Licensor designate as express third-party beneficiaries all persons who are or have been employed by the Licensee or applied for employment with the Licensee during the term of the license. The Licensee and Licensor intend that these third-party beneficiaries will have the right to sue the Licensee for any breach of this agreement and have a legal right to the same remedies (including damages and injunctive relief) to which they would be entitled if ENDA were in effect.

DISPARATE IMPACT AND AFFIRMATIVE ACTION. Disparate impact claims may not be brought under this License agreement. The Licensee by signing this agreement does not promise to engage in affirmative action on the basis of actual or perceived sexual orientation or gender identity, and affirmative action for a breach of this agreement may not be imposed. See ENDA, H.R. 2026 '' 4(f), 12(d) (attached hereto)

BENEFITS. This License shall not be construed to require the provision of employee benefits to an individual for the benefit of the domestic partner of such individual.

COOPERATION. In exchange for the license granted herein, Licensee agrees to cooperate reasonably with Licensor=s requests for materials useful to Licensor in maintenance and renewal of the Mark, including but not limited to, specimens of use of the Mark in connection with Licensee=s offering of goods and services, and lists of goods and services offered by the Licensee in connection with the Mark.

OWNERSHIP OF THE MARK. Licensee acknowledges that Licensor is the owner of the Mark and that all of Licensee's use of the Mark and any goodwill established in association with Licensee's use of the Mark shall inure to the benefit of Licensor. Apart from actions of fraud, misrepresentation and the like, Licensee shall not contest or deny the ownership or validity of the Mark or the title of the Licensor thereto.

LIMITED WARRANTY. Licensor hereby warrants that it has no actual knowledge of any trademark, service mark, collective mark or certification mark rights of any third party which would impair Licensee's use of the Mark. Licensor further warrants that it has no actual knowledge of any adversarial proceeding or other license concerning the Mark. Licensor does not warrant that the Mark is a valid certification mark recognized by the U.S. Patent and Trademark Office.

CERTIFICATION. Licensor does not certify that Licensee in fact abides by the Standards of Fair Employment. But Licensor certifies that Licensee by signing this agreement (1) has promised to abide by the Standards of Fair Employment and (2) has granted third-party beneficiary rights to the individuals and entities enumerated above to enforce breaches of the Licensee’s promise to abide by the Standards of Fair Employment.

INFRINGEMENT BY THIRD PARTIES. The parties acknowledge their joint interest and obligation in policing the Mark and of notifying the other in the event that any potential infringement is found. Specifically, Licensee and Licensor agree promptly to give notice to the other of any infringement of the Mark or any threatened litigation or proceeding involving the Mark. Licensor shall not be obliged to take any action whatsoever against third parties who are infringing or believed to be infringing the Mark except as Licensor, in its sole discretion, shall deem advisable. Any action taken by Licensor on its own initiative shall be solely within its discretion, control and expense. If Licensee makes a written request to Licensor to take action against an alleged third party infringer, Licensor may, in its discretion, elect not to take any action against such third party infringer. In this event, or if Licensor does not respond to the aforementioned written request in seven (7) days, Licensee, at its sole cost, control, discretion and expense, shall be free to undertake any action against such a third party infringer. In such an event, Licensee shall have the right to select its own counsel and Licensee shall keep Licensor completely informed of all developments. Except as set forth above, Licensee shall not institute any legal or administrative proceeding against any third party with respect to the Mark without the prior written consent of Licensor. Licensor and Licensee may agree to permit themselves to be named in any adversarial action reasonably required to police and protect the Mark. In the event that Licensor does agree to participate in an adversarial proceeding instituted by the Licensee, the Licensee shall indemnify the Licensor. Licensor and Licensee agree to cooperate fully with the other in any defense or assertion of rights associated with the Mark.

TERMINATION. The Licensee for any reason can immediately terminate this agreement prior to the normal expiration of the Term by sending a written notice of termination by mail to the Licensor. The Licensor can terminate this agreement prior to the normal expiration of the Term if the Licensee shall be in breach of any material obligation set forth herein. Termination by the Licensor shall be effected by delivery of notice to the Licensee which notice expressly and in detail sets forth the basis for termination. This Agreement will terminate sixty (60) days after the Licensor shall send by mail notice of termination.

ENFORCEMENT. The Licensor waives any and all rights to sue Licensee for violation of the Standards of Fair Employment, but retains the right to sue the Licensee for unauthorized use of the Mark (including use of the Mark after termination of the license). Third-party beneficiaries have the exclusive rights to sue the Licensee for violation of the Standards of Fair Employment. Any lawsuit by a third-party beneficiary for violation of the Standards of Fair Employment shall be filed within one hundred and eighty days after the alleged violating employment practice occurred. Licensee agrees that if a claim under the mark is subject to arbitration, the arbitrator will produce a written opinion that will be available to the public. Licensee promises to waive otherwise enforceable confidentiality agreements in arbitration clauses with respect to claims under the mark.

REMEDIES. The remedies applicable to a claim alleged by a third party beneficiary for a violation of the Standards of Fair Employment shall include all Aremedies applicable for a violation of title VII of the Civil Rights Act of 1964 (42 U.S.C. 2000e et seq.).@ ENDA, S. 1705, '12 (b) (1) (attached hereto). All specific remedies provided for in this Agreement shall be cumulative and shall not be exclusive of one another or of any other remedies available in law or in equity. The failure to insist upon strict performance of any of the covenants or terms hereof to be performed shall not be construed as a waiver of such covenants or terms. Should either the Licensee or the Licensor file litigation against the other party to enforce the terms of this Agreement, then the nonbreaching party in such litigation as determined by a final, non-appealable order of a court of competent jurisdiction shall be entitled to receive from the breaching party all of its costs and expenses in such litigation including reasonable attorneys' fees.

ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties solely with respect to the licensing of the Mark. Each party acknowledges that, in agreeing to enter into this Agreement, it has not relied on any representation, warranty, collateral contract or other assurance (except those set out in this Agreement and any documents referred to in it) made by or on behalf of any other Party or any other person whatsoever before the execution of this Agreement. The Agreement supersedes any prior agreements or understandings, whether written or oral, between or among the parties regarding the licensing of the Mark. The parties agree that this Agreement may not be amended or changed in any way except by written instruments signed by each of the parties hereto.

CHOICE OF LAW AND FORUM. Except to the extent governed by the Lanham Act (15 U.S.C. '' 1051 et seq.), this Agreement shall be interpreted and construed pursuant to the law of the State of Connecticut without regard to its conflict of laws. The Standards of Fair Employment of this license shall be interpreted in cases of ambiguity to impose the same duties on the Licensor as would apply if the version of ENDA attached as attach B had been enacted by Congress and was in force. Any lawsuit filed in connection with this Agreement by either licensor or licensee against the other shall be in a court located in the State of Connecticut. Any lawsuit filed in connect with this Agreement by a third-party beneficiary shall be in a court located in the state where the alleged violation of the Standards of Fair Employment occurred.

ASSIGNMENTS AND BINDING EFFECT. Licensee shall not directly or indirectly assign, sub-license, pledge, encumber, grant or otherwise transfer any of its rights conferred by this Agreement. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and each of their respective authorized purchasers, successors and assigns.

WAIVER. The waiver by any party of a breach or provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by such other party.

SEVERABILITY. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any law, rule, or regulation, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision never comprised a part hereof. The remaining provisions of this Agreement shall remain in full force and effect, and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom.

RECITALS AND HEADINGS. The recitals contained in this Agreement are an integral part hereof and this Agreement shall be construed in light of such recitals. The captions and headings contained herein are for convenient reference only and shall not be construed as a part hereof.

COUNTERPART AGREEMENTS. This Agreement may be executed by each of the parties in separate counterpart and have the same force and effect as if it had been executed as a single document.

NOTICE. Any notice or other communication required, contemplated or permitted under the terms of this Agreement must be given in writing by U.S. post or by overnight courier such as DHL, Federal Express, or Express Mail. Notice shall be deemed effective on the date sent. All notices or formal communications pursuant to this Agreement shall be sent to the parties as follows: