License Agreement

Grant of Rights .

Grant of Stewart Publicity Rights :  Subject to the terms and conditions set forth in this Agreement (including Licensor’s approval rights set forth in Section 3.2), Licensor hereby grants to Licensee the right and license to use Stewart’s name, likeness, voice (and, as may be approved by Licensor, other personal attributes of Stewart) (collectively, “ Stewart’s Image ”) during the Term (as defined below) solely in connection with the packaging, distribution, sale, advertisement and promotion of Products throughout the United States and Canada (the “ Territory ”); provided, however, that such license is limited to use of Stewart’s Image solely in connection with the reproduction, performance and display of (a) the Integrations (as defined below) or excerpts thereof as may be permitted by Section 3.1.3, (b) the Stewart Dinner Party Materials (as defined below) as may be permitted by Section 2.3.2 and (c) the Stewart Demo Film (as defined below) as may be permitted by Section 2.4.1.  Products which are sold or marketed using Stewart’s Image and/or Lagasse’s Image (as defined below) under this Agreement are referred to herein as “ Covered Products .”  Any use of Stewart’s Image in a manner not expressly permitted under this Agreement shall be deemed a material breach of this Agreement.  Licensor reserves all rights in Stewart’s Image not expressly granted in this Agreement.

Grant of Lagasse Publicity Rights :  Subject to the terms and conditions set forth in this Agreement (including Licensor’s approval rights set forth in Section 3.2), Licensor hereby grants to Licensee the right and license to use Lagasse’s name, likeness, voice (and, as may be approved by Licensor, other personal attributes of Lagasse) (collectively, “ Lagasse’s Image ”) during the Term solely in connection with the packaging, distribution, sale, advertisement and promotion of Products throughout the Territory.  Any use of Lagasse’s Image in a manner not expressly permitted under this Agreement shall be deemed a material breach of this Agreement.  Licensor reserves all rights in Lagasse’s Image not expressly granted in this Agreement.

Licensor’s Services .

On The Martha Stewart Show :  From time to time during the Term as Licensor deems editorially appropriate, Licensor will air on The Martha Stewart Show  or any successor television show hosted by Stewart (the “ Stewart TV Show ”) a number of integrations of Covered Products, including cooking demonstrations that feature Covered Products (“ Integrations ”).  Licensor shall exercise commercially reasonable efforts to:  (a) create circumstances so that Integrations would be editorially appropriate for the Stewart TV Show [CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION] times each period of twelve (12) months during the Term (the parties acknowledge that the Stewart TV Show is expected to be in production less than nine (9) months during any twelve (12) month period); (b) provide Licensee with as much possible advance notice of any planned Integrations during the Term (provided, however, that Licensee acknowledges and agrees that such Integrations may be planned on the day of production and that it may not be possible to give Licensee advance notice in such circumstances); (c) permit one (1) representative of Licensee to have access to the Stewart TV Show studio while any Integration is being performed, space permitting (provided, however, that Licensee acknowledges and agrees that such representative will have no right to appear on-screen or to affect in any manner the content of the Integration, with respect to which Licensor and Stewart shall have absolute discretion).  The manner, number, duration and content of such Integrations will be determined by Licensor in its sole discretion, in consultation with Licensee.  Licensor will permit Licensee to supply and install, and Licensee shall supply and install, at Licensee’s sole expense, at the location on the set of the Stewart TV Show as specified by Licensor (which location may include the on-camera preparation kitchen, the “homebase” demonstration kitchen or such other area of the set as specified by Licensor), a Covered Product as specified by Licensor for use in such Integrations.  Notwithstanding anything in this Agreement to the contrary, Licensee acknowledges and agrees that Licensor in its sole discretion may cease the production of the Stewart TV Show at any time during the Term and that this Section 2.1 shall apply only during periods in which the Stewart TV Show may be in production.

The Emeril Green Show :  Licensor shall request the producer of the Emeril Green television show or any successor television show hosted by Lagasse (the “ Lagasse TV Show ”) to permit the installation of a Covered Product on the set of the Lagasse TV Show.  If such approval is obtained, Licensor will permit Licensee to supply and install, and Licensee shall supply and install, at Licensee’s sole expense, at the location on the set of the Lagasse TV Show as specified by Licensor and approved by the producer, a Covered Product as specified by Licensor for use in connection with the Lagasse TV Show.  Licensee acknowledges and agrees that the producer of the Lagasse TV Show, and not Licensor, has the discretion to allow the installation of a Covered Product on the set of the Lagasse TV Show and the failure of such an installation to occur shall not constitute a breach of this Agreement.  Notwithstanding anything in this Agreement to the contrary, Licensee acknowledges and agrees that Licensor in its sole discretion may cease the production of the Lagasse TV Show at any time during the Term and that this Section 2.2 shall apply only during periods in which the Lagasse TV Show may be in production.  Licensor agrees that if it is unable to obtain permission from the producer of the Lagasse TV Show to install a Covered Product on the set of the Lagasse TV Show, then, if Lagasse hosts another television show during the Term, such other television show shall be included within the definition of “ Lagasse TV Show .”

Personal Appearances :

   Licensee may request that Stewart make up to three (3) personal appearances per Agreement Year (as defined below), either in-person or via satellite or prerecorded film, at designated Licensee events (“ Licensee Stewart Events ”) in the Territory, which events Licensee may photograph and videotape for the purpose of creating an advertising campaign for Covered Products.  Licensee’s use of any photographs, film or other results of the events containing Stewart’s Image is subject in all respects to Section 3.2.  Each request by Licensee pursuant to Section 2.3.1 must be made in writing at least three (3) months prior to the date of the requested appearance and shall describe in detail the timing, place, purpose, type and size of the Licensee Stewart Event and the nature of the appearance by Stewart that Licensee is requesting (e.g., whether Licensee wishes Stewart to speak publicly).  Stewart, if reasonably permitted by her schedule, will make such requested appearances, provided that such appearances do not conflict with a prior commitment made by Stewart that she cannot reasonably change.  Any appearance by Stewart at any Licensee Stewart Event shall not be required to exceed three (3) hours in duration in the aggregate, measured from the start of such appearance until the end of such appearance, unless Stewart otherwise agrees in her sole discretion. Notwithstanding the foregoing, in no event will Stewart’s declining to appear at a Licensee Stewart Event, or Stewart’s failure to appear at a Licensee Stewart Event at which she agreed to appear because of circumstances beyond her reasonable control, constitute a breach of this Agreement.

   In addition to the appearances that may be requested pursuant to Section 2.3.1, Licensee may request that Stewart attend up to two (2) dinner parties (“ Licensee Stewart Dinner Parties ”) per Agreement Year hosted by Licensee in the Territory, including at least one (1) at Stewart’s primary residence (which, as of the Effective Date, is for purposes of this Agreement only, is deemed to be in Bedford, New York; provided that Stewart may change her primary residence at her sole discretion), which events Licensee may photograph and videotape for the purpose of creating an advertising campaign for Covered Products around the theme “dinner party with TurboChef” or such other theme as the Parties may agree upon in writing (any still or moving images or audio recordings from the Licensee Stewart Dinner Parties shall be referred to herein as the “ Stewart Dinner Party Materials ”).  Licensee shall be responsible for, and shall bear all costs and expenses associated with, hosting, photographing and filming such Licensee Stewart Dinner Parties and obtaining all rights required for use of the resulting photographs and film.  Licensee’s use of any photographs, film or other results of the events containing Stewart’s Image is subject in all respects to Section 3.2.  Each request by Licensee pursuant to Section 2.3.2 must be made in writing at least three (3) months prior to the date of the requested appearance and shall describe in detail the timing, place and size of the Licensee Stewart Dinner Party and the list of intended invitees (each person of which shall be subject to Licensor’s prior approval).  Stewart, if reasonably permitted by her schedule, will attend such Licensee Stewart Dinner Parties, provided that such Licensee Stewart Dinner Parties do not conflict with a prior commitment made by Stewart that she cannot reasonably change. Any personal appearance by Stewart at any Licensee Stewart Dinner Party shall not be required to exceed three (3) hours in duration in the aggregate, measured from the start of such appearance until the end of such appearance, unless Stewart otherwise agrees in her sole discretion. Notwithstanding the foregoing, in no event will Stewart’s declining to appear at a Licensee Stewart Dinner Party, or Stewart’s failure to appear at a Licensee Stewart Dinner Party at which she agreed to appear because of circumstances beyond her reasonable control, constitute a breach of this Agreement.

   Licensee will reimburse Licensor for Stewart’s travel, meal, lodging, security and related expenses reasonably incurred in connection with Stewart’s appearance at any Licensee Stewart Event or Licensee Stewart Dinner Party, including the cost of Stewart’s private plane travel to and from such Licensee Stewart Event or Licensee Stewart Dinner Party, first-class hotel accommodations and first-class ground transportation to and from airports and between the hotel and the site of such Licensee Stewart Event or Licensee Stewart Dinner Party; it being understood that such costs also shall include the costs of security and other personnel who travel with Stewart in the ordinary course.  To the extent that Licensor and Licensee have agreed in writing prior to the incurrence of the expenses, Licensee also will reimburse Licensor for the specifically agreed upon travel and related expenses incurred by additional staff that travel with Stewart for the Licensee Stewart Event or Licensee Stewart Dinner Party.  If Stewart’s appearance is via satellite or prerecorded film in lieu of a personal appearance, Licensee will reimburse Licensor for all reasonable expenses incurred by Licensor in connection with such appearance, including any and all costs associated with Creative Services (as defined below) hereunder.  Licensee will reimburse Licensor for all such expenses within ten (10) days after receipt of Licensor’s written invoice documenting such expenses.

   Licensee may request that Lagasse make up to three (3) personal appearances per Agreement Year, either in-person or via satellite or prerecorded film, at designated Licensee events (“ Licensee Lagasse Events ”) in the Territory, which events Licensee may photograph and videotape for the purpose of creating an advertising campaign for Covered Products.  Licensee’s use of any photographs, film or other results of the events containing Lagasse’s Image is subject in all respects to Section 3.2.  Each request by Licensee pursuant to Section 2.3.4 must be made in writing at least three (3) months prior to the date of the requested appearance and shall describe in detail the timing, place, purpose, type and size of the Licensee Lagasse Event and the nature of the appearance by Lagasse that Licensee is requesting (e.g., whether Licensee wishes Lagasse to speak publicly).  Lagasse, if reasonably permitted by his schedule, will make such requested appearances, provided that such appearances do not conflict with a prior commitment made by Lagasse that he cannot reasonably change.  Any appearance by Lagasse at any Licensee Lagasse Event shall not be required to exceed three (3) hours in duration in the aggregate, measured from the start of such appearance until the end of such appearance, unless Lagasse otherwise agrees in his sole discretion. Notwithstanding the foregoing, in no event will Lagasse’s declining to appear at a Licensee Lagasse Event, or Lagasse’s failure to appear at a Licensee Lagasse Event at which he agreed to appear because of circumstances beyond his reasonable control, constitute a breach of this Agreement.

   In addition to the appearances that may be requested pursuant to Section 2.3.4, Licensee may request that Lagasse attend up to two (2) dinner parties (“ Licensee Lagasse Dinner Parties ”) per Agreement Year hosted by Licensee in the Territory, which events Licensee may photograph and videotape for the purpose of creating an advertising campaign for Covered Products around the theme “dinner party with TurboChef” or such other theme as the Parties may agree upon in writing (any still or moving images or audio recordings from the Licensee Lagasse Dinner Parties shall be referred to herein as the “ Lagasse Dinner Party Materials ”).  Licensee shall be responsible for, and shall bear all costs and expenses associated with, hosting, photographing and filming such Licensee Lagasse Dinner Parties and obtaining all rights required for use of the resulting photographs and film.  Licensee’s use of any photographs, film or other results of the events containing Lagasse’s Image is subject in all respects to Section 3.2.  Each request by Licensee pursuant to Section 2.3.5 must be made in writing at least three (3) months prior to the date of the requested appearance and shall describe in detail the timing, place and size of the Licensee Lagasse Dinner Party and the list of intended invitees (each person of which shall be subject to Licensor’s prior approval).  Lagasse, if reasonably permitted by his schedule, will attend such Licensee Lagasse Dinner Parties, provided that such Licensee Lagasse Dinner Parties do not conflict with a prior commitment made by Lagasse that he cannot reasonably change. Any personal appearance by Lagasse at any Licensee Lagasse Dinner Party shall not be required to exceed three (3) hours in duration in the aggregate, measured from the start of such appearance until the end of such appearance, unless Lagasse otherwise agrees in his sole discretion. Notwithstanding the foregoing, in no event will Lagasse’s declining to appear at a Licensee Lagasse Dinner Party, or Lagasse’s failure to appear at a Licensee Lagasse Dinner Party at which he agreed to appear because of circumstances beyond his reasonable control, constitute a breach of this Agreement.

   Licensee will reimburse Licensor for Lagasse’s travel, meal, lodging, security and related expenses reasonably incurred in connection with Lagasse’s appearance at any Licensee Lagasse Event or Licensee Lagasse Dinner Party, including the cost of Lagasse’s private plane travel to and from such Licensee Lagasse Event or Licensee Lagasse Dinner Party, first-class hotel accommodations and first-class ground transportation to and from airports and between the hotel and the site of such Licensee Lagasse Event or Licensee Lagasse Dinner Party; it being understood that such costs also shall include the costs of security and other personnel who travel with Lagasse in the ordinary course.  To the extent that Licensor and Licensee have agreed in writing prior to the incurrence of the expenses, Licensee also will reimburse Licensor for the specifically agreed upon travel and related expenses incurred by additional staff that travel with Lagasse for the Licensee Lagasse Event or Licensee Lagasse Dinner Party.  If Lagasse’s appearance is via satellite or prerecorded film in lieu of a personal appearance, Licensee will reimburse Licensor for all reasonable expenses incurred by Licensor in connection with such appearance, including any and all costs associated with Creative Services hereunder.  Licensee will reimburse Licensor for all such expenses within ten (10) days after receipt of Licensor’s written invoice documenting such expenses.

Filmed Cooking Demonstrations :

   Stewart will participate as host in a filmed cooking demonstration featuring Covered Products to be produced by Licensee at Licensee’s sole cost and expense (the “ Stewart Demo Film ”), which film may be displayed solely on Licensee’s website www.turbochef.com and/or microsite www.theovenreinvented.com  or any other website operated by Licensee that is exclusively devoted to the promotion and sale of Licensee products and/or information about Licensee and its products (“ Licensee Sites ,” which, for avoidance of doubt, shall exclude any websites that (i) are operated by third parties or (ii) operated by Licensee that promote or offer for sale products other than those of Licensee and/or provide information about entities other than Licensee or products or services of such entities except branded or non-branded consumable supplies and accessories related to Licensee’s products), and solely during the Term.  The Stewart Demo Film will be not more than thirty (30)   minutes in length.  Production will be conducted at a time and place acceptable to Stewart in light of Stewart’s schedule and prior commitments, and in no event will Stewart be required to be available more than one (1) day and for longer than seven (7)   hours on such day.  The Stewart Demo Film and Licensee’s use of it are subject in all respects to Licensor’s prior approval in accordance with Section 3.2.  Without limiting the foregoing, Licensor must approve the script of the Stewart Demo Film and the aspects of its physical production (including the selection of the director and director of photography thereof, and the lighting thereof); shall be entitled to select a hair and make-up provider of Licensor’s choosing (the costs of which shall be borne by Licensee); must approve the presence and identity of any photographer whom Licensee may wish to invite on-set; and must approve the use of any images of Stewart taken by any such photographer.  No rights shall be given to use Stewart’s Image on any out-takes, b-roll or similar footage except to the extent that Licensor, in its sole and absolute discretion, grants any such rights in writing.

   Lagasse will participate as host in a filmed cooking demonstration featuring Covered Products to be produced by Licensee at Licensee’s sole cost and expense (the “ Lagasse Demo Film ”), which film may be displayed solely on Licensee Sites  and solely during the Term.  The Lagasse Demo Film will be not more than thirty (30)   minutes in length.  Production will be conducted at a time and place acceptable to Lagasse in light of Lagasse’s schedule and prior commitments, and in no event will Lagasse be required to be available more than one (1) day and for longer than seven (7)   hours on such day.  The Lagasse Demo Film and Licensee’s use of it are subject in all respects to Licensor’s prior approval in accordance with Section 3.2.  Without limiting the foregoing, Licensor must approve the script of the Lagasse Demo Film and the aspects of its physical production (including the selection of the director and director of photography thereof, and the lighting thereof); shall be entitled to select a hair and make-up provider of Licensor’s choosing (the costs of which shall be borne by Licensee); must approve the presence and identity of any photographer whom Licensee may wish to invite on-set; and must approve the use of any images of Lagasse taken by any such photographer.  No rights shall be given to use Lagasse’s Image on any out-takes, b-roll or similar footage except to the extent that Licensor, in its sole and absolute discretion, grants any such rights in writing.

Links and Features on Licensor Site :

   During the Term, Licensor shall maintain, at a location on Licensor’s websites  www.marthastewart.com  and www.emerils.com  (the “ Licensor Sites ”) as determined by Licensor in its sole discretion, a hyperlink (the “ Hyperlink ”) to any of Licensee Sites as Licensee may notify Licensor in writing.  The Hyperlink will be accessible if an end user of a Licensor Site clicks on certain visual materials (the size and content of which visual materials shall be determined by Licensor in its sole discretion, provided that Licensor shall consult with Licensee as to such matters) displayed on the Licensor Sites pursuant to the first sentence of this Section 2.5.1; and provided further that the Hyperlink shall be accessible within three (3) mouse clicks of the primary home page of each respective Licensor Site.

   During the Term, to the extent that any Licensor Site has a “Shop” section, and such “Shop” section has a page (a “ From the Show Shop Page ”) accessible from a link named “From the Show” or a name substantially similar thereto (as the Effective Date, the Licensor Site www.marthastewart.com contains a From the Show Shop Link), Licensor shall maintain a hyperlink to any of Licensee Sites as Licensee may notify Licensor in writing, which hyperlink will be accessible if an end user of a Licensor Site clicks on certain visual materials (the size and content of which visual materials shall be determined by Licensor in its sole discretion, provided that Licensor shall consult with Licensee as to such matters) displayed on the Licensor Sites pursuant to this Section 2.5.2.  Notwithstanding anything in this Agreement to the contrary, Licensor shall retain sole and absolute discretion over all matters related to the design, structure and “look and feel” of the Licensor Sites and may determine no longer to display a From the Show Shop Page.  The failure to maintain a From the Show Shop Page shall not constitute a breach of this Agreement.

Email Promotions :

   At Licensee’s request but in no event more often than [CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION] times per Agreement Year, and subject to applicable privacy and other laws, rules, regulations and guidelines (including opt-in or opt-out limitations), Licensor will provide Licensee, at Licensee’s expense, on a blind basis through a bonded agency acceptable to Licensor, with access to its file of active subscribers of Martha Stewart Living magazine (“ MSL ”) who have affirmatively opted to receive third-party messages, for use to send one (1) written communication (whether in print or via electronic mail) solely promoting Covered Products, provided that Licensor shall have prior approval over the content and “look and feel” of any such communication sent by Licensee to such subscribers; and provided further that Licensee shall ensure that the sending of such communication shall comply (and represents and warrants that it will comply) with all applicable rules and regulations, including without limitation the CAN-SPAM Act.

   In addition to Licensee’s rights set forth in Section 2.6.1, at Licensee’s request but in no event more often than [CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION] times per Agreement Year, and subject to applicable privacy and other laws, rules, regulations and guidelines (including opt-in or opt-out limitations), Licensor will at its election either (i) provide Licensee, at Licensee’s expense, on a blind basis through a bonded agency acceptable to Licensor, with access to its file of active subscribers of MSL who have affirmatively opted to receive third-party electronic mail messages, for use to send one (1) written communication via electronic mail, solely promoting Covered Products or (ii) on behalf of Licensee, send to Licensor’s file of active subscribers of MSL who have affirmatively opted to receive third-party electronic mail messages, one (1) written communication via electronic mail, solely promoting Covered Products; provided that Licensor shall have prior approval over the content and “look and feel” of any such communication sent by Licensee to such subscribers; and provided further that, except with respect to actions of Licensor and Licensor’s agents, Licensee shall ensure that the sending of such communication shall comply (and represents and warrants that it will comply) with all applicable rules and regulations, including without limitation the CAN-SPAM Act.

Ad Hoc Promotions :  Stewart may, at Stewart’s sole discretion, promote Covered Products in other public forums, such as during appearances on Martha Stewart Living Radio .  Lagasse may, at Lagasse’s sole discretion, promote Covered Products in other public forums.

Press Day :  The Parties shall work together to host a “press day” event at the set of the Stewart TV Show   or other venue on which the Parties may agree, at which Stewart shall announce the fact that the Parties have entered into this Agreement to promote the Products (provided that the financial terms of this Agreement shall not be disclosed at such “press day” event without the consent of each Party, which may be withheld in its sole discretion).  Lagasse, if reasonably permitted by his schedule, shall attend such “press day” event.  The Parties shall work together to identify the list of persons to be invited to attend such “press day” event.  The date of such “press day” event shall be subject to Licensor’s approval and shall be chosen to accommodate Stewart’s schedule.  In the event that the “press day” announcement is made on the Stewart TV Show (which Licensor shall not be under any obligation to cause to happen), such announcement shall be deemed to be an Integration.

Recipe Booklet :  Licensor shall use commercially reasonable efforts  to obtain permission from Crown Publishing Group, a division of Random House, Inc. (“ RH ”) to allow Licensor to develop recipes based upon use of the Covered Products (“ Covered Product Recipes ”) and to permit such Covered Product Recipes to be published in a booklet that would be distributed as referenced below, subject to RH’s written consent.  Licensee acknowledges and agrees that RH may refuse to grant such permission and that such refusal shall not constitute a breach of this Agreement.  In the event that such permission is obtained from RH, (a) Licensor shall use commercially reasonable efforts to develop within six (6) months of the date such permission is obtained, fifty (50) Covered Product Recipes to be promoted as being authored by Stewart and fifty (50) Covered Product Recipes to be promoted as being authored by Lagasse and (b) subject to Section 3.2, Licensee may create a booklet in print form containing the Covered Product Recipes (the “ Booklet ”) that may be packaged with the Covered Products and/or distributed without charge by Licensee or retailers of Licensee products to purchasers of Covered Products or to targeted prospective purchasers of Covered Products; provided that the Booklet may not contain any advertisements or promote any goods or services (other than the Covered Products); and provided further that under no circumstances may the Booklet be sold separately from a Covered Product.

     As used in this Agreement, any obligation of Licensor to use “commercially reasonable efforts” shall under no circumstances be interpreted to require Licensor, Stewart, Lagasse or any of their respective affiliates to (a) pay any consideration to any party or (b) waive or refrain from exercising any right or (c) alter, modify or amend, in any manner that Licensor deems unfavorable, the terms of any contract to which Licensor, Stewart, Lagasse or any of their respective affiliates is a party.

      Emeril Restaurants :  Licensor shall use commercially reasonable efforts to request that Lagasse install Covered Products (or appropriate commercial grade oven products of Licensee) in at least half of the “Emeril” branded restaurants that Lagasse owns (each an “ Emeril Restaurant ”).  Licensee acknowledges that such restaurants are not owned by Licensor and that Lagasse owes neither Licensor nor Licensee any obligation to agree to any such installation.  Notwithstanding clause (a) of Section 2.10, but subject to Section 2.15, with respect to each Emeril Restaurant, Licensor shall agree to purchase one (1) Covered Product at Licensee’s cost of manufacture and to pay the reasonable costs of installation of such Covered Product at such Emeril Restaurant; up to a maximum obligation of $60,000 in the aggregate.  In the event that Covered Products or appropriate commercial grade oven products of Licensee become installed in at least half of the Emeril Restaurants, Licensee shall be able to publicly reflect Lagasse and those specific Emeril Restaurants as users of Licensee products.

     Notwithstanding anything in this Agreement to the contrary, the definition of “ Products ” for purposes of Licensor’s, Stewart’s and Lagasse’s obligations set forth in Section 2 shall not, without the written consent of such respective party, include any products that were not offered for sale as of the Effective Date.  For avoidance of doubt, the preceding sentence shall not affect in any manner the definition of “ Products ” for purposes of the grant of rights to use Stewart’s Image and Lagasse’s Image set forth in Section 1.

      Availability for Consulting Service s :  Licensor shall make Stewart and Lagasse available for a limited amount of consulting services (not to exceed three (3) hours per year each) on TurboChef promotions and contests and TurboChef oven designs and prototypes; provided, however, that if a party to any agreement with Licensor or any of Licensor’s affiliates (including agreements as to which Licensor or any of Licensor’s affiliates is assignee) in effect as of the Effective Date asserts that the provision by Stewart and/or Lagasse of any consulting services referenced in the preceding sentence would violate any obligation owed to such party, Licensor shall be relieved of the obligation set forth in the preceding sentence with respect to such services.

     Stewart will permit Licensee to install, and Licensee will install, within four (4) months of the Effective Date, a Covered Product of Stewart’s selection, in a kitchen in a housing structure of Stewart’s selection on the property of her Bedford, New York residence (the Parties acknowledge and agree that Stewart’s Bedford residence contains multiple housing structures and more than one kitchen).  In addition, Stewart will permit Licensee to temporarily install, and Licensee will temporarily install, within one (1) month of the Effective Date, a Covered Product of Stewart’s selection, in a kitchen in a housing structure of Stewart’s selection on the property of her Bedford, New York residence (the Parties acknowledge and agree that Stewart’s Bedford residence contains multiple housing structures and more than one kitchen), in a rolling cabinet configuration the (“ Temporary Product ”).  At Stewart’s request upon installation of the Covered Product referenced in the first sentence of this Section 2.14, Licensee shall remove the Temporary Product and return the kitchen in which Temporary Product was installed to the condition of such kitchen prior to the installation of the Temporary Product.  All costs associated with carrying out the obligations of this Section 2.14 shall be borne by Licensee.

     Lagasse will permit Licensee to install, and Licensee will install, within four (4) months of the Effective Date, one (1) Covered Product of Lagasse’s selection, in an Emeril Restaurant or such other location as Lagasse, Licensor and Licensee may agree in writing.  All costs associated with carrying out the obligations of this Section 2.15 shall be borne by Licensee.

Licensee Advertising and Promotion . 

In General :  At all times in the exercise of its rights under this Agreement, Licensee will cause each Celebrity to be depicted in a tasteful and appropriate manner consistent with such Celebrity’s professional image and standing in the media and entertainment industry, Licensor’s use of Stewart’s Image and Lagasse’s Image, and Licensor’s and such Celebrity’s reputation for good taste and quality.  Licensee may not use or permit the use of Stewart’s Image and Lagasse’s Image or any other intellectual property of Licensor in any manner which derogates or defames Stewart, Lagasse or Licensor or is not approved as set forth in Section 3.2 of this Agreement.

    In Martha Stewart Living Magazine :  At Licensee’s request from time to time, Licensor will make available to Licensee for purchase, advertising pages in MSL for the purpose of advertising Covered Products. [CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION].  In order to purchase such advertising Licensee shall be required to sign Licensor’s standard form of insertion order for the purchase of such advertising and such purchase shall be subject to the terms and conditions of such insertion orders (except to the extent, if any, that any such term or condition is expressly contradicted by a term or provision of this Agreement, in which case the term or provision of this Agreement shall control).  Licensee shall comply with Licensor’s standard requirements regarding timeliness of delivery of signed insertion orders, creative materials and other matters.  Notwithstanding anything in this Agreement to the contrary, Licensee acknowledges and agrees that Licensor in its sole discretion may at any time increase or decrease the frequency of publication of (or sell or cease to publish), or increase or decrease the circulation of, MSL at any time during the Term and that this Section 3.1.1 shall apply only during periods in which Licensor is publishing MSL.

    On the Licensor Sites :  At Licensee’s request from time to time, Licensor will make available to Licensee for purchase, banner advertising in standard positions on pages of the Licensor Sites for the purpose of advertising Covered Products. [CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION].  In order to purchase such advertising Licensee shall be required to sign Licensor’s standard form of insertion order for the purchase of such advertising and such purchase shall be subject to the terms and conditions of such insertion orders (except to the extent, if any, that any such term or condition is expressly contradicted by a term or provision of this Agreement, in which case the term or provision of this Agreement shall control).  Licensee shall comply with Licensor’s standard requirements regarding timeliness of delivery of signed insertion orders, creative materials and other matters.  Notwithstanding anything in this Agreement to the contrary, Licensee acknowledges and agrees that Licensor in its sole discretion may at any time cease to operate either or both of the Licensor Sites at any time during the Term and that this Section 3.1.2 shall apply only during periods in which Licensor is operating a Licensor Site.

    Use of Stewart’s Image and Lagasse’s Image by Licensee’s Customers :  Licensee may not sublicense or otherwise authorize or permit any third party (including any of Licensee’s customers) to use Licensee’s rights under this Agreement (including without limitation Licensee’s rights to use Stewart’s Image, Lagasse’s Image and/or to use any Exploitation Materials (as defined below)), including in such customers’ physical retail stores or on their websites; provided, however, that subject to Licensor’s prior approval in accordance with Section 3.2, Packaging containing Covered Products and Consumer Facings may be displayed in physical retail stores where Covered Products are sold.  Notwithstanding the immediately preceding sentence, Licensee is hereby granted a revocable license to display, and to sublicense third parties to display, (a) the Integrations in their entirety only, without any editing or combination with any other content (including without limitation any advertisements or other editorial matter) and (b) excerpts of the Integrations, combined with other material subject to Licensor’s approval rights set forth in Section 3.2; provided, however, in either event that neither Licensee nor any such third party receives any consideration for such display; and provided, further that if Licensor determines that the Integrations are being displayed in contravention of the restrictions in this sentence, Licensor may give written notice (“ Take-Down Notice ”) revoking the license granted in this sentence and upon receipt of such a notice, Licensee shall (i) promptly (and in any event within one (1) business day) cease any further display of the Integrations specified in the Take-Down Notice, (ii) promptly (and in any event within one (1) business day) send written notice (which may be by electronic mail) to each third party displaying the Integrations demanding that such third party immediately cease any further display of the Integrations specified in the Take-Down Notice and (iii) cooperate with Licensor (with Licensee to bear its costs associated with such cooperation) as Licensor may request in any efforts by Licensor to cause the display of the Integrations by Licensee or any third parties to cease.

Approval Rights :

    Licensor shall have the right to approve all uses by Licensee of Stewart’s Image, Lagasse’s Image and/or Licensor’s name, including uses (i) on or relating to the Covered Products or packaging used in connection with Covered Products (“ Packaging ”); (ii) on in-store displays, signage and fixtures used in connection with Covered Products (“ Consumer Facings ”); (iii) in all advertising, marketing and publicity materials, including brochures and other literature used to market Covered Products (“ Advertising Materials ”); and (iv) any other exploitation materials relating to the Covered Products, including editorial or promotional content placed by Licensee on, or accessed via links from, Licensee’s Site (together with Packaging, Consumer Facings and Advertising Materials, the “ Exploitation Materials ”).  Licensee shall make no use of Stewart’s Image or Lagasse’s Image or Licensor’s name in the Exploitation Materials without Licensor’s prior written approval, and shall not modify such items once approved without resubmitting them for Licensor’s approval.  Those portions of Exploitation Materials containing Stewart’s Image or Lagasse’s Image and the images associated with them are the property of Licensor.  However nothing in this Agreement shall be construed as granting ownership rights of any kind to Licensor of Licensee’s Products.

    Licensee shall submit all items for Licensor’s prior approval free of charge to a representative designated by Licensor in accordance with submission instructions provided by Licensor.  Licensor will strive to respond in writing to Licensee’s requests