For use of intellectual property belonging to National Society of Pershing Angels.

1. Licensee wishes to obtain a license to use a suite of Logos, images, words, and symbols, which are the intellectual property of National Society of Pershing Angels, which are listed here and described in Appendix A.
   1. National Society of Pershing Angels, Inc. Logo
   2. The words "National Society of Pershing Angels"
   3. The words "Pershing Angels"
   4. The letters "NSPA"
   5. The word "Chirp"
   6. The symbol "P/A"
   7. The symbol "P (Lightning Bolt) A"
   (hereinafter, the "Assets"), and
   
   
2. Licensor is willing to grant to the Licensee a non-exclusive, non-transferable, non-sublicensable License to use the Asset for the term and specific purpose set forth in this Agreement,

NOW, THEREFORE, in consideration of the foregoing, and of the mutual promises and undertakings contained herein, and other good and valuable considerations, the parties agree as follows:

1.1 "Agreement" means this License Agreement including the attached Schedule.

1.2 "Confidential Information" means information that:

1. is by its nature confidential.
2. is designated in writing by Licensor as confidential.
3. the Licensee knows or reasonably ought to know is confidential.
4. information comprised in or relating to any Intellectual Property Rights of Licensor.

1.3 "Asset" or "Assets" means the Asset(s) provided by Licensor as specified in Item 6 of the Schedule (Exhibit A) in the form as stated in Item 7 of the Schedule.

1.4 "Intellectual Property Rights" means all rights in and to any copyright, trademark, trading name, design, patent, know how (trade secrets) and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic field and any application or right to apply for registration of any of these rights and any right to protect or enforce any of these rights, as further specified in clause 5.

1.5 "Party" means a person or business entity who has executed this Agreement; details of the Parties are specified in Item 2 of the Schedule.

1.6 "Term" means the term of this Agreement commencing on the Commencement Date as specified in Item 4 of the Schedule (Exhibit A) and expiring on the Expiration Date specified in Item 5 of the Schedule.

2.1 Licensor grants to the Licensee a non-exclusive, non-transferable, non-sublicensable License for the Term to use the Asset(s) for the specific purpose specified in this Agreement, subject to the terms and conditions set out in this Agreement.

3.1 In consideration of the Licensor providing the License under Clause 2 of this License Agreement, the Licensee agrees to pay the Licensor the amount of the License Fee as specified in Item 9 of the Schedule. Payment of the applicable License Fee entitles the Licensee to the rights and privileges granted under this Agreement.

4.1 The Licensee cannot use the Assets for purposes other than as specified in this Agreement and in Item 8 of the Schedule.

4.2 The Licensee may permit its employees to use the Asset for the purposes described in Item 8, provided that the Licensee takes all necessary steps and imposes the required conditions to ensure that all employees using the Assets do not commercialize or disclose the contents of it to any third person, or use it other than in accordance with the terms of this Agreement.

4.3 The Licensee will not distribute, sell, license or sub-license the Assets to a third party except as expressly permitted under item 8 of the Schedule.

4.4 The Licensee will not create products with the assigned Assets that are explicit or sexually suggestive in nature.

4.5 No copies of the Assets are to be made other than as expressly approved by Licensor.

4.6 No changes to the Assets or their contents may be made by Licensee.

4.7 The Licensee will submit planned designs of products for approval in consideration of the Licensor providing the License under Clause 2 of this License Agreement and will regularly submit new designs of products to the Licensor for approval to ensure that the Licensee is properly utilizing the given Assets.

4.8 The Licensee will provide technological and security measures to ensure that the Assets which the Licensee are responsible for are physically and electronically secure from unauthorized use or access.

4.9 The Licensee shall ensure that the Assets retain all Licensor copyright notices and other proprietary legends and all trademarks or service marks of the Licensor.

5.1 All Intellectual Property Rights over and with respect to the Assets are owned by Licensor. The Licensee does not acquire any rights of ownership of the Assets.

6.1 The Licensee acknowledges and agrees that neither Licensor nor its board members, officers, agents or members, will be liable for any loss or damage arising out of or resulting from Licensor's provision of the Assets under this Agreement, or any use of the Assets by the Licensee or its employees; and Licensee hereby releases Licensor to the fullest extent from any such liability, loss, damage or claim.

7.1 Neither Party may use, disclose, or make available to any third party the other Party's Confidential Information, unless such use or disclosure is done in accordance with the terms of this Agreement.

7.2 Each Party must hold the other Party's Confidential Information secure and in confidence, except to the extent that such Confidential Information:

1. Is required to be disclosed according to the requirements of any law, judicial or legislative body or government agency; or
2. Was approved for release in writing by the other Party, but only to the extent of and subject to such conditions as may be imposed in such written authorization.

7.3 This clause 7 will survive termination of this Agreement.

8.1 To the extent permitted by law, Licensor will in no way be liable to the Licensee or any third party for any loss or damage, however caused (including through negligence) which may be directly or indirectly suffered in connection with any use of the Assets.

8.2 The Assets are provided by Licensor on an "as is" basis.

8.3 Licensor will not be held liable by the Licensee in any way, for any loss, damage or injury suffered by the Licensee or by any other person related to any use of the Assets or any part thereof.

8.4 Notwithstanding anything contained in this Agreement, in no event shall Licensor be liable for any claims, damages or loss which may arise from the modification, combination, operation or use of the Assets with Licensee's computer programs.

8.5 Licensor does not warrant that the Asset will function in any environment.

8.6 The Licensee acknowledges that:

1. The Assets have not been prepared to meet any specific requirements of any party, including any requirements of Licensee; and
2. It is therefore the responsibility of the Licensee to ensure that the Assets meet their own individual requirements.

8.7 To the extent permitted by law, no express or implied warranty, term, condition, or undertaking is given or assumed by Licensor, including any implied warranty of merchantability or fitness for a particular purpose.

9.1 The Licensee must indemnify, defend and hold harmless Licensor, its board members, officers, employees and agents from and against any and all claims (including third party claims), demands, actions, suits, expenses (including attorney's fees) and damages (including indirect or consequential loss) resulting in any way from:

1. Licensee's and Licensee's employee's use or reliance on the Assets,
2. Any breach of the terms of this License Agreement by the Licensee or any Licensee employee, and,
3. Any other act of Licensee.

9.2 This clause (Clause 9) will survive termination of this Agreement.

10.1 Any failure or delay by either Party to exercise any right, power or privilege hereunder or to insist upon observance or performance by the other of the provisions of this License Agreement shall not operate or be construed as a waiver thereof.

11.1 This Agreement will be construed by and governed in accordance with the laws of the United States of America and the District of Columbia. The Parties submit to the exclusive jurisdiction of the courts of the United States of America and the District of Columbia.

12.1 This Agreement and the license granted herein commences upon the Commencement Date and is granted for the Term, unless otherwise terminated by Licensor in the event of any of the following:

1. If the Licensee is found to breach any term of this License Agreement and has not corrected such breach to Licensor's reasonable satisfaction within 7 days of Licensor's notice of the same;

B. If the Licensee becomes insolvent, or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, reorganization, or dissolution, or makes an assignment for the benefit of creditors; or

C. The Licensee is in breach of clause 5 or 7 of this Agreement.

12.2 Termination under this clause shall not affect any other rights or remedies Licensor may have.

13.1 In consideration for the License grant described in this License Agreement, Licensee shall pay the yearly License Fee as stated in Item 9 of the Schedule (Exhibit A) immediately upon execution of this Agreement and by July 1 of each fiscal year thereafter.

13.2 The License Fee and any other amounts payable by the Licensee to the Licensor, under this Agreement, are exclusive of any and all foreign and domestic taxes, which, if applicable, will be invoiced to Licensee and paid by Licensee within 30 days of such invoice. All payments made by the Licensee are non-refundable and only a written notification of termination from the Licensee or written notification of cancellation from the Licensor sixty (60) days in advance of the renewal date will cancel future renewal invoices.

13.3 The Standard License Fee shall be Three Hundred Seventy-Five Dollars ($375.00) per fiscal year. For financially active members and units of National Society of Pershing Angels, including both individual members and active units, the yearly Member License Fee shall be One Hundred Seventy-Five Dollars ($175.00) per fiscal year for the period July 1 through June 30, unless written notification is provided by the Licensor of an increase or termination notice no less than sixty (60) days in advance of the renewal date. If a member or unit is not financially active as of July 31 of each fiscal year, the Standard License Fee shall apply.

13.4 For first-time applicants entering into this Agreement after the beginning of the fiscal year, the Member License Fee shall be prorated quarterly, with each quarter missed receiving a Seventy-Five Dollar ($25.00) deduction from the annual Member License Fee. For financially active members and units of National Society of Pershing Angels, including both individual members and active units, the Member License Fee shall likewise be prorated quarterly for first-time applicants, with each quarter missed receiving a Twenty-Five Dollar ($25.00) deduction from the annual Member License Fee.

13.5 Payment of the applicable License Fee authorizes the Licensee to vend and sell approved merchandise bearing the licensed Assets at events hosted by National Society of Pershing Angels without payment of an additional vendor fee. The Licensee shall remain solely responsible for any vendor, booth, exhibitor, or similar fees required by an event organizer where National Society of Pershing Angels is not the organizer or host.

14.1 Licensee shall not assign any rights of this License Agreement without the prior written consent of Licensor.

15.1 All notices required under this Agreement shall be in writing and shall be deemed given:

1. when delivered personally;
2. five (5) days after mailing, when sent certified mail, return receipt requested and postage prepaid; or
3. one (1) business day after dispatch, when sent via a commercial overnight carrier, fees prepaid.
4. upon transmission by electronic mail to the email address designated by the receiving Party in this Agreement, provided that the sender does not receive notice that the transmission was unsuccessful.

All notices given by either Party shall be sent to the mailing address or email address of the other Party as first written above (unless otherwise changed by written notice).

16.1 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be original and all of which taken together shall constitute one instrument.

17.1 The Parties recognize the uncertainty of the law with respect to certain provisions of this Agreement and expressly stipulate that this Agreement will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Agreement are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Agreement or modified so as to make them enforceable, and the validity and enforceability of the remainder of such provisions and of this Agreement will be unaffected.

18.1 This Agreement contains the entire agreement between the Parties and supersedes any previous understanding, commitments, or agreements, oral or written. Further, this Agreement may not be modified, changed, or otherwise altered in any respect except by a written agreement signed by both Parties.

AND IS BY AND BETWEEN THE PARTIES REFERENCED IN ITEM 2 BELOW.

Item 2 – Name and Address of Licensor and Licensee

Licensor: National Society of Pershing Angels, Inc., a 501 (c)(7) non-profit organized and existing in the United States of America, with a business address at 1235 Pennsylvania Ave SE #5186, Washington, DC 20003.

None

The commencement date is the date this agreement is signed and executed by both parties.

June 30, 2027, unless renewed by paying the renewal fee listed in Section 13.3; renewal is effective July 1 of the next fiscal year.

a. National Society of Pershing Angels Official Colors

• The official colors are royal blue and white. The hex codes are #0047ab for royal blue and #ffffff for white. No other blue shall be permitted for designs, fonts, or other printed items.

b. National Society of Pershing Angels, Inc. Logo

• The official logo in only the colors royal blue and white as listed above in Item 6a. The logo may be bordered in royal blue or white to enhance its definition on apparel.

c. The words "National Society of Pershing Angels" or "Pershing Angels" for short.

• with letters in royal blue or white, or a combination of royal blue and white. Letters may be bordered in royal blue or white to enable/enhance definition. Background material (shirt, hat, coat, etc.) should be royal blue, white, black, a color or pattern identifiable with the military (such as a camouflage)

d. The acronym "NSPA"

• with letters in royal blue or white, or a combination of royal blue and white. Letters may be bordered in royal blue or white to enable/enhance definition. Background material (shirt, hat, coat, etc.) should be royal blue, white, black, a color or pattern identifiable with the military (such as a camouflage)

e. The word "Chirp"

• with letters in royal blue or white, or a combination of royal blue and white. Letters may be bordered in royal blue or white to enable/enhance definition. Background material (shirt, hat, coat, etc.) should be royal blue, white, black, a color or pattern identifiable with the military (such as a camouflage)

f. The symbols "P/A" or "P (lightning bolt) A"

• with capital letters in royal blue or white, or a combination of royal blue and white. Letters may be bordered in royal blue or white to enable/enhance definition. The slash (/) must NOT be any color other than royal blue or white (absolutely no red, yellow, or any other colors not previously stated). Background material (shirt, hat, coat, etc.) should be royal blue, white, black, a color or pattern identifiable with the military (such as a camouflage).

Item 7 – Format of Asset: Official logos and images will be distributed via email in PNG, JPEG, and PDF formats. Embroidery files will be submitted as needed.

Item 8 – Approved Purpose
The Licensee is authorized to manufacture and sell apparel and promotional merchandise bearing the approved Assets, subject to prior design approval by Licensor. Upon payment of the applicable License Fee in accordance with Section 13 of this Agreement, the Licensee may vend and sell approved merchandise at National Society of Pershing Angels-hosted events without payment of an additional vendor fee. Vendor, booth, exhibitor, or similar fees required by third-party organizers for events not hosted by National Society of Pershing Angels shall remain the responsibility of the Licensee.