You agree that HomeGift may use your name and logo to create a Web site for your HomeGift Realty Rewards Program. HomeGift agrees to build and operate this site, to provide your supporters with real estate referral services and rebates from their real estate commissions, and to forward donations your supporters make from their rebates to you. HomeGift also agrees that you may use HomeGift’s name and logo to place (a) link(s) on your Web site to your HomeGift Realty Rewards Web site.

HOMEGIFT REALTY, INC.
TRADEMARK LICENSING AGREEMENT

BY ACCEPTING THIS AGREEMENT, YOU MAKE CERTAIN REPRESENTATIONS AND AGREE TO THE TERMS OF THIS LEGAL AGREEMENT. PLEASE READ THIS DOCUMENT CAREFULLY BEFORE CLICKING “ACCEPT” TO BE CERTAIN THAT YOU UNDERSTAND AND AGREE TO ITS CONTENTS.

I. REPRESENTATIONS.

You hereby represent that:

• You are an officer of the non-profit organization described in the “Non Profit Organizations Get Started Now” form (the “Form”) that you are submitting. (That organization will be referred to in the rest of this Agreement as “NPO”).

• You are authorized by the NPO to enter into agreements of this kind on behalf of the NPO.

• The NPO may lawfully enter into agreements such as this Agreement.

• The NPO owns all rights in its name and in certain trademarks and service marks, tag lines and logos that are the subject of this agreement (“NPO Trademarks”) and has the power and authority to license the usage of the NPO Marks as set forth in this Agreement.

• All statements made in the Form submitted to HomeGift Realty, Inc. are true and accurate.

• You understand that the Form is incorporated into and made a part of this Agreement.

II. INTRODUCTION.

HomeGift Realty, Inc. is a Massachusetts corporation with a principle place of business at 18 North Main Street, Sherborn, MA 01770, is a licensed real estate broker in California, Florida and Massachusetts (“HomeGift”) and is qualified to make real estate referrals to brokers in all fifty of the United States and its territories. NPO is organized and qualified as stated on the Form. HomeGift has developed a patent pending co-branded Web-based real estate membership program that provides supporters of nonprofit organizations such as NPO with cash rebates on their real estate commissions (“Rebates”) and facilitates contributions from these Rebates to non-profits (“Contributions”). NPO owns the NPO Trademarks. HomeGift owns certain trademarks, service marks, tag lines and logos (the “HomeGift Trademarks”).

III. TERMS.

A. Cross Licenses.

1. By NPO. In consideration of the Cross-License granted in Section A.2 below and the Program Services (as defined below), NPO hereby grants to HomeGift an exclusive worldwide license to use the NPO Trademarks in connection with the NPO Program (as defined below) for the Term of this Agreement (the “License”). No other right or license is granted by NPO to HomeGift, either express or implied. HomeGift shall not use NPO Trademarks for any other purpose. This license is exclusive and NPO shall not grant any other person or entity the right to use NPO Trademarks for a real estate referral program that provides Rebates during the Term of this Agreement and for one (1) year after the termination or expiration of this Agreement.

2. By HomeGift. In consideration of the License granted in Section A.1 above, HomeGift hereby grants to NPO a non-transferable worldwide license to use the HomeGift Trademarks solely in connection with NPO Program during the Term (the “Cross-License”). No other right or license is granted by HomeGift to NPO, either express or implied. NPO shall not use the HomeGift Trademarks for any other purpose.

B. Program Services.

1. Web Site Development and Operation. HomeGift will create and, throughout the term of this Agreement will host, operate and maintain a co-branded Web site for NPO’s HomeGift Realty Rewards Program (“NPO Program”). All ownership rights in and to the NPO branded Web pages, the content of those Web pages (except the NPO Trademarks), and any and all data submitted through those pages and the forms they contain shall belong to HomeGift.

2. Provision of Real Estate Services. The “Real Estate Services”. HomeGift will refer home buyers and sellers who request a referral through the NPO Web pages (“Participants”) to licensed real estate agents who meet HomeGift’s standards and the Participants’ needs. In consideration of these business referrals, the agents pay HomeGift a fee from the agents’ commissions after the transaction closes (“Referral Fee”). HomeGift shall pay 70% of each Referral Fee that HomeGift receives to the Participant in the form of a cash (check) Rebate. HomeGift shall provide all real estate services associated with the NPO Program in accordance with industry standards and shall do nothing to diminish the quality and prestige of the NPO Trademarks. NPO may promote the NPO Program as a source of charitable contributions but shall not participate in any way in the provision of real estate services to Participants.

3. Contributions. The NPO Program shall provide Participants with the option of donating some percentage of their Rebates to NPO. HomeGift shall forward all such Contributions, on the Participants’ behalf, to NPO within thirty days of receipt of the related Referral Fees. HomeGift shall send Contribution payments on a monthly basis and shall provide a statement to NPO reflecting: (i) the contribution calculations (Rebate amount x % Contribution), and (ii) the name and address of each contributing Participant together with the amount of the Participant’s Contribution.

C. NPO’s Responsibilities.

1. Links. NPO shall place links from the home page of NPO’s Web site and/or from NPO’s fundraising-related Web page(s), and from any other pages that the parties may mutually designate or design, to NPO Program Web pages (the “Links”).

2. Information and Promotion. NPO shall inform its members, public and supporters about the NPO Program and its benefits through various media as NPO deems appropriate such as (but not limited to): a letter and photograph from NPO’s President, Director and/or CEO promoting participation in NPO Program for inclusion on NPO’s Web site and the NPO Program Web pages, informational and promotional messages in various communications to its members, employees and supporters in its regular publications and/or special mailings, and such other methods and means as the parties shall mutually agree.

3. Contribution Confirmations. NPO shall provide each Participant who makes a Contribution with a timely written acknowledgment as required under and in accordance with I.R.C. §170(f) (8).

D. Term and Termination

1. Term. The Term of this Agreement shall begin when HomeGift accepts the submission of the Form and shall continue until either party gives the other party thirty (30) days’ written notice of its intent to terminate the agreement.

2. Rights Upon Termination. Upon the expiration or any earlier termination of this Agreement:

a. NPO. All rights granted to HomeGift to use the NPO Trademarks hereunder shall automatically revert to NPO, HomeGift shall execute any and all documents evidencing such automatic reversion and HomeGift shall immediately cease the use of the NPO Trademarks. HomeGift shall continue to forward Contributions until all NPO transactions begun prior to the termination or expiration of this Agreement have either closed or been terminated.

b. HomeGift. All rights granted to NPO to use the HomeGift Trademarks hereunder shall automatically revert to HomeGift. NPO shall execute any and all documents evidencing such automatic reversion and NPO shall immediately cease the use of the HomeGift Trademarks.

E. Trademarks: Quality Control and Use Restrictions

For the purposes of this paragraph, “Licensor” shall mean NPO or HomeGift as each is the licensor of its respective Trademarks, and “Licensee” shall mean NPO or HomeGift as each is the licensee of the other’s Trademarks.

Licensee shall use the Licensor’s Trademarks in such form as Licensor shall approve, on material upon which or in connection with which the Trademarks are used (“Material Requiring Approval”) that Licensee produces for the NPO Program. If Licensor so requests, Licensee shall use the symbol TM or SM (except on the names of persons) or, where a United States Federal Trademark Registration has been obtained, the symbol RT or ®.

Licensee shall submit for Licensor's approval all Material Requiring Approval prior to any use thereof by Licensee. Material Requiring Approval that is designed for use on a Web site shall, at Licensor’s request, be printed and submitted in tangible form for Licensor’s review. Licensor shall approve or disapprove any such submission for approval within three (3) business days and so notify Licensee. Failure of Licensor to notify Licensee of its disapproval of any submission within three (3) days shall be deemed an approval of the materials submitted.

F. Press Releases. NPO agrees that HomeGift may, throughout the Term of this Agreement, place the name and logo of NPO on the NPO Program Web site and HomeGift’s corporate Web site and to announce this Agreement in a news release posted on those Web sites. Any other press releases or other public announcements concerning this Agreement and/or the NPO Program shall be made only after mutual agreement of the parties as to the timing, content and the terms and conditions thereof. Neither party shall unreasonably delay or withhold its agreement to a press release or public announcement proposed by the other party.

G. No Agency. The parties do not intend to create, and nothing in this Agreement shall be construed or deemed to create, any agency relationship, partnership or co-venture between the parties who shall remain solely as NPO and HomeGift.

H. Participant Information. HomeGift and NPO shall comply with all applicable Federal and state laws relating to the security and use of all Participant Information. NPO also acknowledges that it has read and understands HomeGift’s Privacy Policy and that NPO will not act or omit to act in any way that violates or could cause HomeGift or any third party to violate the terms and conditions of HomeGift’s Privacy Policy. NPO will not share, rent or sell any Participant Information with or to any Third Party except as is necessary to fulfill its obligations hereunder. Participant Information shall be the property of HomeGift, its affiliates, subsidiaries, successors and assigns, subject to restrictions imposed by law and HomeGift’s Privacy Policy.

I. Indemnification. Each party agrees to indemnify, hold harmless, and defend the other party (and its directors, officers, employees, and agents) against any and all liability, loss, damages, settlement or expense (including legal expenses), as incurred to third parties resulting from, or arising out of, any claim which alleges: (1) that the indemnifying party’s Trademarks or the use or distribution thereof infringes upon, misappropriates or violates any United States patents, copyrights, trademarks or trade secret rights or other proprietary rights of persons, firms or entities who are not parties to this Agreement; (2) unauthorized and/or intentionally unlawful use of indemnified party’s Trademarks by indemnifying party; (3) any material breach of this Agreement by indemnifying party; (4) gross negligence or willful misconduct by indemnifying party in the performance of its obligations hereunder. However, the foregoing undertaking by indemnifying party shall not apply to any claims resulting from indemnified party’s willful misconduct or sole negligence. As a condition to such defense and indemnification, indemnified party will provide indemnifying party with prompt written notice of the claim and permit indemnifying party to control the defense, settlement, adjustment or compromise of any such claim. Indemnified party shall have no authority to settle any claim on behalf of indemnifying party.

J. Confidentiality. The parties agree that all confidential and proprietary information either shall receive from the other shall be treated as strictly confidential and shall not be used or disclosed except as is necessary to the implementation and operation of the NPO Program as contemplated by this Agreement.

K. Non-Compete. During the Term of this Agreement and for one year thereafter, NPO shall not entertain or invite any proposal by, or conduct discussions or negotiate with, or enter into any agreement with, any other real estate-related business offering Rebates on real estate commissions as a source for contributions to NPO.

L. Taxes. HomeGift does not make any representations or warranties with respect to the tax status of any Royalties or Contributions, and shall not be responsible for any tax liabilities or change in status that NPO may incur as a result of Royalties and Contributions paid or forwarded to NPO pursuant to this Agreement.

M. Miscellaneous. Neither party may assign this Agreement or its performance hereunder without the express written permission of the other party, which permission shall not be unreasonably withheld; provided, however, that a change in control of HomeGift shall not be considered an assignment for the purposes of this paragraph and HomeGift shall have the right to assign this Agreement upon a merger or to a successor in interest of all or substantially all of its assets. Any notice or statement by either party shall be deemed to be sufficiently given (1) when sent by receipted facsimile with a copy by prepaid, certified mail, return receipt requested, to the notified party at its address set forth in this Agreement; or (2) three days after it is sent by prepaid, certified mail, return receipt requested, to the notified party at its address set forth in this Agreement. These addresses shall remain in effect unless another address is substituted by written notice. This Agreement shall be deemed entered into in the Commonwealth of Massachusetts and shall be construed and governed solely by the laws of Massachusetts without giving effect to principles of conflicts of laws. The parties agree to submit to the exclusive jurisdiction of the state and federal courts of the Commonwealth of Massachusetts to resolve any disputes arising hereunder. No amendment or modification of this Agreement shall be valid or binding unless the same shall be in writing and executed by both parties. If any provision of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. In any action brought by a party hereto under this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees, costs, and expenses of suit. Neither party shall be entitled to collect indirect, consequential or punitive damages or lost profits in any action for a breach of this Agreement.

BY CLICKING “ACCEPT”, YOU REPRESENT AND WARRANT THAT YOU ARE AN OFFICER OF YOUR NON-PROFIT AND ARE DULY AND LAWFULLY AUTHORIZED TO ENTER INTO THIS AGREEMENT ON YOUR ORGANIZATION’S BEHALF.