AMENDMENT TO NAME AND LIKENESS LICENSING AGREEMENT
AMENDMENT
TO NAME AND LIKENESS LICENSING AGREEMENT
THIS AMENDMENT TO NAME AND LIKENESS
LICENSING AGREEMENT (the “Amendment”) is made as of
February 18, 2010 by and between ▇▇▇▇▇▇ ▇▇▇▇▇ (“Licensor”) and The Knot, Inc.,
a Delaware corporation (the “Company”).
WHEREAS, Licensor and the
Company have previously entered into that certain Name and Likeness Licensing
Agreement, dated as of November 5, 2008 (the “Agreement”), as amended, and
desire to change certain obligations under the Agreement as set forth
herein.
NOW, THEREFORE, in
consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Fee. The
annual fee set forth in Section 3.1(a) of the Agreement is changed to $10,000
per year, effective January 1, 2010.
2. Non-Accountable
Talent Expense Allowance. The Company shall permanently
suspend, and Licensor shall permanently waive the Company’s obligation to pay,
the annual non-accountable talent expense allowance set forth in Section 3.1(c)
of the Agreement, effective January 1, 2010. During such suspension
period, Licensor shall be permitted to seek reimbursement from the Company for
her expenses for clothes for television, personal and other appearances while
promoting, representing and endorsing the Company; hair and make-up expenses for
maintenance and on-air appearances; and other expenses related to Licensor’s
services for the Company, in each case in accordance with the Company’s regular
reimbursement policies.
3. Miscellaneous.
3.1 No Other
Amendments. Except as expressly set forth herein, all terms
and conditions of the Agreement (including the schedules thereto) shall remain
in full force and effect. In the event of any inconsistency between
the terms of this Amendment and the terms of the Agreement, the terms of
this Amendment shall govern.
3.2 Governing
Law. This Amendment shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York, without regard
to principles of conflicts of law.
3.3 Titles and
Subtitles. The titles, subtitles and defined terms used in
this Amendment are used for convenience only and are not to be considered in
construing or interpreting this Amendment.
3.4 Definitions. Capitalized
terms used herein and not defined upon first usage shall have the meanings
assigned such terms in the Agreement.
3.5 Counterparts. This
Amendment may be executed in any number of counterparts (including by
facsimile), each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
Confidential
IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed as of the date first
written above.
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇
▇▇▇▇▇
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THE
KNOT, INC.
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By:
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/s/ ▇▇▇ ▇▇▇▇▇▇
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Name:
▇▇▇ ▇▇▇▇▇▇
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Title:
Chairman, Compensation
Committee
of the Board of
Directors
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Confidential