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(d) Modifications. Notwithstanding anything in this Agreement, Licensee may request modifications to the RAA Content solely to: (i) add Licensee's logo in the designated space in the Labels and/ or the PSA Assets; (ii) add or remove additional language translations (e.g., to make the RAA Content bilingual) in the designated space in the RAA Content; (iii) adjust the size of the Labels to fit Licensee's needs, provided that the shape and proportion of the Labels is not altered; (iv) adjust the size of the PSA Assets to fit Licensee's needs, provided that the PSA branding standards are maintained; or (v) include a local celebrity in the PSA Asset. Requests for modifications to the RAA Content must be approved by RAA of which will not be unreasonably withheld and will be made by RAA only. Each modification may be subject to Additional Design Fees as described in Section 1 of the Terms and Conditions. RAA does not authorize Licensee to make any modifications except as expressly provided herein. 3. Payments. (a) Fees. Licensee will pay RAA the One-time Fee upon execution of this Agreement and the Annual Fee within thirty (30) days of Licensee's receipt of an invoice from RAA. Licensee agrees to pay any Additional Design Fees, as applicable. In the event that Licensee fails to timely make any payment to RAA which is due under this Agreement, such outstanding amount will bear interest at the rate of one and one half percent (1.5%) per month or the highest percentage allowed by applicable law, whichever is lower. (b) Taxes. All Fees dre exclusive of taxes, levies, duties, governmental charges or expenses and will be made in United States dollars. In addition to the Fees and expenses specified in this Agreement, Licensee is solely responsible for and will pay (or reimburse RAA for) all withholding, value added and sales taxes due, except for taxes on RAA's income, if any. 4. Confidential Information. "Confidential Information" as used in this Agreement means any information, whether tangible or intangible, maintained in confidence by a party, including confidential or proprietary information of third parties that such party has been authorized to receive. Each party receiving Confidential Information of the other party (the "receiving party") will not (i) disclose or make available any Confidential Information of the other party (the "disclosing party") in whole or in part to any third parties other than its employees who have a legitimate business reason to receive such Confidential Information for the purposes of this Agreement and who are bound by similar restrictions on the use and disclosure of confidential information; or (ii) use, exploit, copy, reduce to writing or otherwise record the disclosing party's Confidential Information except in connection with the strict purposes of this Agreement. The foregoing obligations will not apply to information that (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public; (b) was rightfully in the receiving party's ipossession prior to disclosure by the disclosing party; (c) is developed independently by the receiving party without unauthorized use of or reference to any of the disclosing party's Confidential Information; (d) is approved by the disclosing party for disclosure without restriction, in a written document executed by a duly authorized officer of the disclosing party; or (e) required by law. Term and Termination. (a) Term. The term of this Agreement (the "Term") will begin on the Effective Date and will continue for an initial period of one (1) year. Thereafter, this Agreement will automatically renew for additional one (1) year periods thereafter unless a written notice of non -renewal is provided by one party to the other party thirty (30) days prior to the applicable anniversary of the Effective Date. US. 122948521.01 4