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EXHIBIT A TO STANDARDIZED RECYCLING LABEL LICENSE AGREEMENT General Terms and Conditions Definitions. Capitalized terms not defined elsewhere in this Agreement are defined as follows: • "Fees" means collectively the One -Time Fee, the Annual Fee and any Additional Design Fees set forth on page 1 of this Agreement. • "Labels" means the standardized recycling label artwork and images developed and distributed by RAA. • "Program" means, the standardized recycling label initiative developed by RAA for the promotion and improvement of recycling. • "PSA Assets" means the public service announcement materials developed by RAA for the Program. • "RAA Content" means the Labels and the PSA Assets. • "RAA Marks" means all trademarks owned by RAA, including Recycle Across America, and the logos associated with the foregoing trademarks. 2. License. (a) License Grant. RAA hereby grants Licensee a limited, non-exclusive, non -transferable, non- sublicensable license during the Term to reproduce, display and distribute the RAA Content solely in connection with the marketing and promotion of the Program within Licensee's municipality. In connection with the foregoing, Licensee may use the RAA Content on the applicable materials for the Selected License Options relating to the Program within Licensee's jurisdiction, provided that (i) except for any modifications we make at your request pursuant t4 Section 2(d) below, any use of the RAA Content conforms with the design and layout of the original RAA Content as provided to Licensee by RAA and with all specifications provided by RAA to Licensee from time -to -time; (ii) all use of the RAA Content inures to the benefit of RAA; (iii) RAA will be entitled to review and inspect all use of the RAA Content by Licensee; and (iv) Licensee will promptly comply with all of RAA's reasonable requests to modify or cease any or all use of the RAA Content. Except as expressly set forth in this Agreement, RAA retains all right, title and interest in and to the RAA Content, and all intellectual property rights relating thereto. (b) Third Party Printers. Notwithstanding anything in this Agreement, Licensee may authorize a third party to print and reproduce RAA Content solely on behalf and, for the benefit of Licensee for Licensee's use pursuant to this Agreement. Licensee will cause any such third party to comply with the terms and conditions of this Agreement and Licensee will be responsible for all acts and omissions of any such third party with respect to the RAA Content. Additionally, Licensee will require the third party to sign the Printing Agreement attached as an addendum to this Agreement. (c) Restrictions. Licensee will not, and will not authorize or permit any third party to, reproduce, display, distribute, create derivative works of, modify or otherwise use the RAA Content except as expressly set forth in this Agreement. Furthermore, Licensee will not: (i) modify, remove or use any images or photos included in the RAA Content; (ii) use any branded material (e.g., a Coke can) in connection with the RAA Content; (iii) add any images to any of the RAA Content; (iv) modify the colors of any of the RAA Content; or (v) modify any ofkhe text of the RAA Content, including the RAA information footer on the RAA Content. US. 122948521.01