What is Shop Local 365?

Licensor grants Licensee a nonexclusive, nontransferable license to use the Shop Local 365 logo design (the "IP"), for use in production and resale of products manufactured by the Licensee, which are more particularly described in Section 2 of this agreement (the "Products"). Licensor may, in its sole discretion, grant the same or similar licenses to other third parties.

The IP shall be used in connection with products as indicated in the intentions form, in promoting tourism, business and economic development in the Greater Peoria area.

This agreement is valid for a term of 24 months from the Effective Date. Upon written, mutual agreement of the parties, this agreement may be extended by the parties for an additional period to be agreed upon by the parties. Unless otherwise amended by a separate writing, any renewal shall be upon the same terms and conditions of this agreement. Licensor, in its sole discretion and for any or no reason, may terminate this agreement and the license granted hereunder by providing notice to Licensee.

The IP shall remain the sole and exclusive property of Licensor and Licensor shall retain all right, title and interest in the IP, including all derivative works, improvements, variations, modification, or additions to the IP.

Licensee shall indemnify, defend and hold harmless Licensor and its officers, directors, shareholders, employees, agents, and representatives from and against any and all claims, demands, losses, damages, judgments, costs, or expenses, including reasonable attorneys’ fees, to the extent relating to or arising out of, directly or indirectly, any third party claim that the IP or Products infringe or misappropriate a patent, trademark, copyright, trade secret, or other proprietary right. Licensee shall pay any costs, all resulting damages, or awards of settlement including court costs and reasonable attorneys’ fees arising out of any such claim, demand or action; provided, that Licensor shall give prompt written notice of any such claim, demand, or action to Licensee which shall have sole control of the defense and settlement thereof.

Should Licensee fail to comply with any of the terms of this agreement, Licensor may, upon written notice, immediately terminate this agreement and all rights granted herein. Nothing in this agreement is intended to confer any rights or remedies on any third persons. This agreement shall be governed by and construed according to the laws of the State of Illinois, without regard to conflicts of laws principles. For purposes of resolving all matters that may arise under, or in connection with, this agreement, the parties hereby submit to the jurisdiction of the State and Federal courts in the State of Illinois. The provisions of this agreement are declared severable so any invalidity or unenforceability of any provision or application of this agreement shall not affect other lawful provisions and applications, and any invalid or unenforceable provision shall be reformed to carry out the parties’ intentions. This agreement may be executed by facsimile or electronic mail and may be executed in multiple counterparts, each of which shall be deemed an original instrument and all of which together shall constitute one and the same agreement.