CLEAN THE WORLD FOUNDATION, INC.
TRADEMARK LICENSE PROGRAM LICENSE
GENERAL TERMS AND CONDITIONS

These General Terms and Conditions below govern the use of any trademark of Clean the World Foundation, Inc. (the “Licensor”), any other marks incorporating the name “Clean the World” or any variations or derivations thereof, with or without stylized designs, and all common law rights and statutory rights with respect thereto, registrations thereof and applications therefor, respectively, and all goodwill and other rights associated therewith, respectively, whether now existing or created hereafter (together, the “Trademarks”), pursuant to any written license agreement (each, a “License Agreement”) executed by and between the Licensor and the applicable counterparties thereto (each, a “Licensee”).

Quality Standards,

To protect, promote and enhance the image, goodwill and reputation of the Trademarks, the Licensor shall meet or exceed the following standards (collectively, the “Quality Standards”):

• The Licensor must conform to the commercially reasonable quality standards approved by the Licensee, who reserves the right to modify such quality standards from time to time by giving written notice to Licensor.
• The Licensor must comply fully with all applicable laws and regulations and the intellectual property notice requirements as reasonably required from time to time by the Licensor.
• The Licensee must produce goods or provide services that have such style, appearance and quality as to be adequate and well suited for use of the Trademark in accordance with the purposes of the License Agreement and in no way reflect adversely upon the image, goodwill and reputation of the Licensor or the Trademarks.

Determination as to whether any good or service meets all of the Quality Standards set forth above shall be made in the sole and absolute discretion of the Licensor. The Licensor shall have the right to review and approve any advertisements, promotional materials or other items created under the Trademarks, which approval shall not be unreasonably withheld.

If the Licensee fails to meet the Quality Standards or fails to maintain the Quality Standards throughout the Term, then, upon receipt of written notice from the Licensor, the Licensee shall have 30 calendar days in which to cure the deficiency, or to satisfy the Licensor that reasonable steps to do so have been and are being taken to cure the deficiency within a period of time acceptable to the Licensor (in either case, the “Notice Period”). If at the end of the Notice Period such deficiency still exists, as reasonably Trademark License Program License General Terms and Conditions determined by Licensor, then the Licensee shall immediately discontinue any portion of use which Licensor has specified and in connection with which the Quality Standards have not been met.

Indemnification

The Licensee shall indemnify and hold the Licensor and its affiliates, directors, officers, employees and agents (together, the “Licensor Indemnified Parties”) harmless from and against any and all liabilities, losses, claims, suits, damages, costs and expenses (including, without limitation, attorneys’ fees and expenses) arising out of or otherwise relating to any claims against any of the Licensor Indemnified Parties relating to: (i) any breach by the Licensee of any warranty, representation, term or condition made pursuant to the License Agreement; or (ii) involving use of the Trademarks, provided that: (a) reasonably prompt written notice is given to the Licensee upon the Licensor becoming aware of any such claims; and (b) no settlement or attempt at settlement of any such claim shall be made without written notice thereof to the Licensee.

Reports

During the term of the License Agreement, the Licensee shall keep full and accurate books of account and records in sufficient detail to show the sales of the applicable products. The Licensor acknowledges and understands that such books of account and records shall be in the form and format the Licensee maintains in the ordinary course of its business, consistent with past practice. Such records shall be maintained for at least two years after the calendar month to which such records relate. No later than 15 calendar days after the end of each calendar month during the Term of the License Agreement, the Licensee shall provide to the Licensor detailed written information with respect to aggregate sales of the applicable products during the immediately preceding one, three and twelve month periods, respectively (together, the “Reports”).

Reports Review

During the term of the License Agreement and for a period of one year thereafter, the Licensor shall have the right, upon written notice, to require the Licensee to retain an independent third party auditor, reasonably acceptable to the Licensor, to examine the Licensee books of account and records as are necessary to determine whether payments have been accurately calculated and paid hereunder. The third party auditor shall only reveal to the Licensor whether the payments have been accurately calculated and paid or, if not, the total sales and the amount of the payments that should have been paid. The Licensor shall not have the right to have an audit conducted more than once with respect any consecutive twelve month period during the term of the License Agreement.

The cost of such audit shall be borne by the Licensor; provided, however, that if the audit discloses that the payments actually due exceed the payments made, the Licensee shall pay the unpaid amount with interest for late payments. In addition, if the audit discloses that the payments actually due exceed the payments made by an amount greater than one percent, the out-of-pocket costs incurred by the Licensor in connection with the audit shall be paid by the Licensee. If the audit discloses that the payments made by the Licensee exceed the payments due, the Licensor shall reimburse the Licensee in the amount of such excess.

Miscellaneous

The Licensor and the Licensee shall be independent contractors; and no party shall have, nor hold itself out as having, the power or authority to create liability for or bind the other by act or omission. This Agreement may not be assigned or otherwise transferred by either party, whether voluntarily or involuntarily, without the prior written consent of the other party, provided that the Licensor may assign any rights and delegate any duties under this Agreement to CTW Holdings Corporation without the prior written consent of the Licensee or any other party. All actions or proceedings arising in connection with this Agreement shall be tried and litigated in the state or federal courts located in the County of Orange, State of Florida; and each party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with the License Agreement.

Trademark License Program License General Terms and Conditions Last updated January 2, 2010