AgdaPkt 2016-09-12 Closed and Joint SA PFA

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ATTY/AGR/2016.252/MAGICAL BRIDGE PLAYGROUND REV: 09-08-16 MK Page 8 of 23 Any playground for which there exists a Final Design Certification shall be known as a “Magical Bridge Playground.” Provided that Magical Bridge reserves the right to revoke such certification and all rights to designate such playground as a “Magical Bridge Playground” upon notice to City that the playground no longer conforms to the Magical Bridge Standards, as provided in Section 12(B)(v). iv. Final License. Notwithstanding any other provisions of this Agreement, upon receipt of the Final Design Certification for the Red Morton Playground, City shall have a non-exclusive, fully-paid up, perpetual, reusable and non-transferrable license to use Magical Bridge Designs, in whole or in part, for the purpose of designing, constructing, modifying, altering, and promoting playgrounds within Redwood City during the term of this Agreement. City’s right to alter playgrounds using the Magical Bridge Designs shall include the right to repair, add to or remove elements from, modify, move, or destroy any structures in the Red Morton Playground or any other playground into which City incorporates Magical Bridge Designs, in whole or in part, at its sole discretion , provided that City shall provide notice of any such modifications to Magical Bridge and Magical Bridge may revoke all rights to designate such playground as a “Magical Bridge Playground” as provided in Section 12(A)(iii) above if the playground no longer meets the Magical Bridge Standards. v. Resale Royalties. The Parties agree that any playgrounds constructed, altered, or designed using the Magical Bridge Designs, are not works of fine art, as defined in California Civil Code Section 982. City shall owe no royalties to Magical Bridge if City transfers any playground, constructed, altered, or designed using the Magical Bridge Designs, whether as a fixture to real property or as an individual piece. B. Use of Marks. i. Use of Magical Bridge Marks. Subject to City’s compliance with the terms and conditions of this Agreement and Magical Bridge’s trademark guidelines, the current version of which is attached hereto as Exhibit D and which are subject to revision by Magical Bridge from time to time in its sole discretion, provided that such changes do not materially alter the City’s license to use the trademark, Magical Bridge grants City the right to use Magical Bridge’s name, trademarks, service marks, or trade names (“Magical Bridge Marks”) (a) to promote and solicit donations for the Project; (b) in any advertising or promotional materials, or listing, in any medium, that reference or include any Magical Bridge Playground; and (c) to post signs pursuant to Section 13(B)(iii). ii. Use of City Marks. Unless otherwise noted herein, City grants Magical Bridge the right to use City’s name, logo, or any other City marks (“City Marks”), whether alone or with Magical Bridge’s name or any Magical 6.1.N. - Page 11