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American Red Cross b. Centennial Campaign Materials. Training Services Licensed Training Provider Agreement Centennial Addendurn Subject to this Addendum, LTP grants Red Cross a fully paid -up, royalty -free, non -transferable, non- exclusive right and license to use and display the LTP Marks in the United States solely on and in conjunction with the Centennial Campaign Materials. Red Cross acknowledges that LTP is the sole owner of the LTP Marks and the goodwill associated therewith and that all rights not expressly granted herein remain the sole and exclusive property of LTP. Red Cross will use the LTP Marks in accordance with LTP's guidelines set forth on Exhibit A. Red Cross may use LTP's name to publicize its participation in the Centennial Campaign on Red Cross's website. Subject to this Addendum, the Red Cross grants LTP the limited, non-exclusive, non -transferable and non -assignable license in the U.S. to use Red Cross's branded Centennial Campaign Materials, without modification and in the file types and formats in which they are provided to LTP by Red Cross from time to time, for the limited purpose of accurately advertising and promoting the existence and objectives of the Centennial Campaign, the fact of LTP's participation in the Centennial Campaign, and events and the achievement of milestones relatingto LTP's participation in the Centennial Campaign. LTP's use of the Centennial Campaign Materials is subject to the same restrictions and conditions that apply to LTP's use of the Red Cross's name and logo under the Agreement and the Policies. iii. LTP will not use or allow the use of the Centennial Campaign Materials for any purpose other than the purpose set forth in subsection (ii) above without the prior written consent of the Red Cross. Immediately upon request, LTP will deliver to the Red Cross all Centennial Campaign Materials, and LTP will cease any use, and will not permit the use, of the Centennial Campaign Materials. iv. The foregoing licenses shall terminate upon termination or expiration of this Addendum. Except as expressly provided in this Addendum, no Party shall use the name, logo or marks of the other Party in any public statements (including any promotional or media opportunities) or in any other manner whatsoever, without obtaining such other Party's priorwritten consent for each use. Aquatics Centennial Data. LTP will hold in confidence, and will not disclose to any third party without the prior written consent of Red Cross, any data collected by LTP, or furnished by Red Cross to LTP, in connection with the Centennial Campaign (including non-public data regarding program offerings), or any other unpublished data or evaluative material provided to LTP by the Red Cross that relates to the Centennial Campaign. LTP hereby waives and will not assert any proprietary of intellectual property rights in data generated by LTP or Red Cross underthis Addendum, norshall it have the rightto publish any such data without the prior written consent of Red Cross. 5. Miscellaneous. a. This Addendum constitutes the entire agreement between the Parties with respect to the subject matter of this Addendum, and supersedes all prior agreements, understandings and representations, both written and oral, between the Parties with respect to such subject matter. Except to the extent modified by this Addendum, the Agreement remains in full force and effect. In the event of any conflict between the terms of this Addendum and the terms of the Agreement, the terms of this Addendum will control. b. The Agreement shall continue to govern all aspects of LTP's conduct of American Red Cross Courses, including any Courses offered in connection with the Centennial Campaign. Red Cross LTP Agreement —Centennial Addendum r.06.16.2021; 01.11.2023mm Page 3