EDGAR EXHIBIT 8(4)
REFERENCE N-1A EXHIBIT(H)
LICENSE AGREEMENT
THIS LICENSE AGREEMENT, DATED AS OF June 22, 2000, IS BY AND
BETWEEN CALVERT GROUP, LTD., ("CALVERT"), A DELAWARE CORPORATION, HAVING AN
OFFICE AT 4550 MONTGOMERY AVENUE, BETHESDA, MARYLAND, 20814, AND CALVERT SOCIAL
INDEX SERIES, INC. ("LICENSEE"), HAVING AN OFFICE AT 4550 MONTGOMERY AVENUE,
BETHESDA, MARYLAND, 20814.
WHEREAS, CALVERT COMPILES, CALCULATES, MAINTAINS AND OWNS RIGHTS IN AND TO
THE CALVERT SOCIAL INDEX AND TO THE SELECTION, COORDINATION, AND ARRANGEMENT OF
THE DATA THEREIN CONTAINED (THE "CALVERT INDEX"), AND HAS THE RIGHT TO LICENSE
TO THIRD PARTIES THE RIGHT TO USE THE CALVERT INDEX; AND
WHEREAS, CALVERT USES IN COMMERCE (OR HAS A BONA FIDE INTENT TO USE IN
COMMERCE) AND HAS A TRADE NAME AND SERVICEMARK AND/OR TRADEMARK RIGHTS TO THE
DESIGNATIONS "CALVERT GROUP", AND "CALVERT SOCIAL INDEX", IN CONNECTION WITH THE
CALVERT INDEX (SUCH RIGHTS BEING HEREINAFTER INDIVIDUALLY AND COLLECTIVELY
REFERRED TO AS THE "CALVERT MARKS"); AND
WHEREAS, LICENSEE WISHES TO USE THE CALVERT INDEX AS A COMPONENT OF THE
PRODUCT OR PRODUCTS DESCRIBED IN EXHIBIT A ATTACHED HERETO AND MADE A PART
HEREOF (THE "PRODUCT"); AND
WHEREAS, LICENSEE MAY WISH TO USE THE CALVERT MARKS IN CONNECTION WITH THE
MARKETING AND/OR PROMOTION OF THE PRODUCT AND IN CONNECTION WITH MAKING
DISCLOSURES ABOUT THE PRODUCT UNDER APPLICABLE LAW, RULES AND REGULATIONS IN
ORDER TO INDICATE THAT CALVERT IS THE SOURCE OF THE CALVERT INDEX; AND
WHEREAS, LICENSEE WISHES TO OBTAIN CALVERT'S AUTHORIZATION TO USE THE
CALVERT INDEX AND THE CALVERT MARKS IN CONNECTION WITH THE PRODUCT PURSUANT TO
THE TERMS AND CONDITIONS HEREINAFTER SET FORTH.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. GRANT OF LICENSE.
(A) SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, CALVERT
HEREBY GRANTS TO LICENSEE A NON TRANSFERABLE, NON-EXCLUSIVE LICENSE (I) TO
RECEIVE AND TO USE THE CALVERT INDEX AS AN IDENTIFIED COMPONENT OF THE PRODUCT
TO BE MARKETED AND/OR PROMOTED BY LICENSEE AND (II) TO USE AND REFER TO THE
CALVERT MARKS IN CONNECTION WITH THE DISTRIBUTION, MARKETING AND PROMOTION OF
THE PRODUCT (INCLUDING IN THE NAME OF THE PRODUCT) AND IN CONNECTION WITH MAKING
SUCH DISCLOSURE ABOUT THE PRODUCT AS LICENSEE DEEMS NECESSARY OR DESIRABLE UNDER
ANY APPLICABLE LAW, RULES, REGULATIONS OR PROVISIONS OF THIS AGREEMENT, BUT, IN
EACH CASE, ONLY TO THE EXTENT NECESSARY TO INDICATE THE SOURCE OF THE CALVERT
INDEX.
(B) CALVERT REPRESENTS THAT NO PERSON OR ENTITY (OTHER THAN THE
LICENSEE) SHALL NEED TO OBTAIN A LICENSE FROM CALVERT WITH RESPECT TO THE USE OF
THE CALVERT INDEX AS AN IDENTIFIED COMPONENT OF THE PRODUCT.
2. TERM.
THE TERM OF THIS AGREEMENT SHALL COMMENCE ON THE COMMENCEMENT DATE AND
SHALL CONTINUE IN PERPETUITY THEREAFTER UNLESS IT IS TERMINATED IN ACCORDANCE
WITH ITS TERMS.
3. LICENSE FEES.
LICENSEE SHALL PAY TO CALVERT THE LICENSE FEES ("LICENSE FEES")
SPECIFIED IN EXHIBIT B, ATTACHED HERETO AND MADE A PART HEREOF.
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4. TERMINATION.
(A) EITHER PARTY MAY TERMINATE THIS AGREEMENT BY GIVING NO LESS
THAN THIRTY (30) CALENDAR DAYS WRITTEN NOTICE.
(B) IN THE EVENT OF TERMINATION OF THIS AGREEMENT AS PROVIDED IN
SUBSECTION 4(A), THE LICENSE FEES TO THE DATE OF SUCH TERMINATION SHALL BE
COMPUTED BY PRORATING THE AMOUNT OF THE APPLICABLE ANNUAL LICENSE FEES SHOWN IN
EXHIBIT B ON THE BASIS OF HE NUMBER OF ELAPSED DAYS IN THE CURRENT TERM. ANY
EXCESS LICENSE FEES AMOUNT PAID BY LICENSEE FOR THE CURRENT TERM SHALL BE
REFUNDED BY CALVERT.
(C) UPON TERMINATION OF THIS AGREEMENT, LICENSEE SHALL CEASE TO
USE THE CALVERT INDEX AND THE CALVERT MARKS IN CONNECTION WITH THE PRODUCT;
PROVIDED THAT LICENSEE MAY CONTINUE TO UTILIZE ANY PREVIOUSLY PRINTED MATERIALS
WHICH CONTAIN THE CALVERT MARKS FOR A PERIOD OF THIRTY (30) CALENDAR DAYS
FOLLOWING SUCH TERMINATION.
5. CALVERT OBLIGATIONS.
THIS LICENSE AGREEMENT IN NO WAY OBLIGATES EITHER PARTY TO ENGAGE IN ANY
MARKETING OR PROMOTIONAL ACTIVITIES IN CONNECTION WITH THE PRODUCT OR IN MAKING
ANY REPRESENTATION OR STATEMENT TO INVESTORS OR PROSPECTIVE INVESTORS IN
CONNECTION WITH THE PROMOTION BY LICENSEE OF THE PRODUCT.
6. DELIVERY OF CALVERT INDEX.
(A) CALVERT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY,
INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
(B) CALVERT OR ITS AGENT SHALL USE ITS BEST EFFORTS TO CALCULATE AND
DISSEMINATE THE RETURN OF THE CALVERT INDEX WITHIN TWO HOURS AFTER THE CLOSE OF
THE REGULAR TRADING SESSION ON EACH TRADING DAY.
(C) CALVERT SHALL PROMPTLY CORRECT OR INSTRUCT ITS AGENT TO
CORRECT ANY MATHEMATICAL ERRORS MADE IN CALVERT'S COMPUTATIONS OF THE CALVERT
INDEX WHICH ARE BROUGHT TO CALVERT'S ATTENTION BY LICENSEE, PROVIDED THAT
NOTHING IN THIS SECTION 6 SHALL GIVE LICENSEE THE RIGHT TO EXERCISE ANY JUDGMENT
OR REQUIRE ANY CHANGES WITH RESPECT TO CALVERT'S METHOD OF COMPOSING,
CALCULATING OR DETERMINING THE CALVERT INDEX.
7. PROTECTION OF VALUE OF LICENSE.
(A) CALVERT SHALL AT CALVERT'S OWN EXPENSE AND SOLE DISCRETION
EXERCISE CALVERT'S COMMON LAW AND STATUTORY RIGHTS AGAINST INFRINGEMENT OF THE
CALVERT MARKS, COPYRIGHTS AND OTHER PROPRIETARY RIGHTS.
(B) LICENSEE SHALL REASONABLY COOPERATE WITH CALVERT IN THE
MAINTENANCE OF SUCH RIGHTS AND SHALL TAKE SUCH ACTIONS AND EXECUTE SUCH
INSTRUMENTS AS CALVERT MAY FROM TIME TO TIME REASONABLY REQUEST, AND SHALL USE
THE FOLLOWING NOTICE WHEN REFERRING TO THE CALVERT INDEX OR THE CALVERT MARKS IN
ANY INFORMATIONAL MATERIAL:
CALVERT SOCIAL INDEX IS A TRADEMARK OF CALVERT GROUP, LTD.
OR SUCH SIMILAR LANGUAGE AS MAY BE APPROVED BY CALVERT, IT BEING UNDERSTOOD THAT
SUCH NOTICE NEED ONLY REFER TO THE SPECIFIC CALVERT MARKS REFERRED TO IN THE
INFORMATIONAL MATERIAL.
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8. PROPRIETARY RIGHTS.
(A) LICENSEE ACKNOWLEDGES THAT THE CALVERT INDEX IS SELECTED,
COORDINATED, ARRANGED AND PREPARED BY CALVERT THROUGH THE APPLICATION OF METHODS
AND STANDARDS OF JUDGMENT USED AND DEVELOPED THROUGH THE EXPENDITURE OF
CONSIDERABLE WORK, TIME AND MONEY BY CALVERT. LICENSEE ALSO ACKNOWLEDGES THAT
THE CALVERT INDEX AND THE CALVERT MARKS ARE THE EXCLUSIVE PROPERTY OF CALVERT,
THAT CALVERT HAS AND RETAINS ALL PROPRIETARY RIGHTS THEREIN (INCLUDING, BUT NOT
LIMITED TO TRADEMARKS AND COPYRIGHTS) AND THAT THE CALVERT INDEX AND ITS
COMPILATION AND COMPOSITION AND CHANGES THEREIN ARE IN THE CONTROL AND
DISCRETION OF CALVERT.
(B) CALVERT RESERVES ALL RIGHTS WITH RESPECT TO THE CALVERT INDEX
AND THE CALVERT MARKS EXCEPT THOSE EXPRESSLY LICENSED TO LICENSEE HEREUNDER.
(C) EACH PARTY SHALL TREAT AS CONFIDENTIAL AND SHALL NOT DISCLOSE
OR TRANSMIT TO ANY THIRD PARTY THE SUBJECT AND TERMS OF THIS AGREEMENT AND ALL
ORAL OR WRITTEN INFORMATION, OF WHATEVER KIND AND IN WHATEVER FORM, RELATING TO
PAST, PRESENT OR FUTURE BUSINESS OR TECHNICAL INFORMATION OF A PARTY (OR ITS
SUPPLIERS), AND ANY INFORMATION RELATING TO THE PARTIES' CLIENTS (INCLUDING BUT
NOT LIMITED TO THE IDENTITY THEREOF), PRODUCTS, SERVICES, RESEARCH AND
DEVELOPMENT, PROCESSES, TECHNIQUES, DESIGNS, FINANCIAL PLANNING PRACTICES, AND
MARKETING PLANS (INCLUDING SUCH INFORMATION OF THIRD PARTIES THAT A PARTY IS
OBLIGATED TO HOLD AS CONFIDENTIAL), WHETHER OR NOT SUCH INFORMATION HAS BEEN
IDENTIFIED AS CONFIDENTIAL ("CONFIDENTIAL INFORMATION"). CONFIDENTIAL
INFORMATION SHALL NOT INCLUDE (I) ANY INFORMATION THAT IS AVAILABLE TO THE
PUBLIC OR THE RECEIVING PARTY HEREUNDER FROM SOURCES OTHER THAN THE PROVIDING
PARTY (PROVIDED THAT SUCH SOURCE IS NOT SUBJECT TO A CONFIDENTIALITY AGREEMENT
WITH REGARD TO SUCH INFORMATION) OR (II) ANY INFORMATION THAT IS INDEPENDENTLY
DEVELOPED BY THE RECEIVING PARTY WITHOUT USE OF OR REFERENCE TO INFORMATION FROM
THE PROVIDING PARTY. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY REVEAL
CONFIDENTIAL INFORMATION TO ANY REGULATORY AGENCY OR COURT OF COMPETENT
JURISDICTION IF SUCH INFORMATION TO BE DISCLOSED IS (A) APPROVED IN WRITING BY
THE OTHER PARTY FOR DISCLOSURE OR (B) REQUIRED BY LAW, REGULATORY AGENCY OR
COURT ORDER TO BE DISCLOSED BY A PARTY, PROVIDED, IF PERMITTED BY LAW, THAT
PRIOR WRITTEN NOTICE OF SUCH REQUIRED DISCLOSURE IS GIVEN TO THE OTHER PARTY AND
PROVIDED FURTHER THAT THE PROVIDING PARTY SHALL COOPERATE WITH THE OTHER PARTY
TO LIMIT THE EXTENT OF SUCH DISCLOSURE. THE PROVISIONS OF THIS SUBSECTION 8(C)
SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT AND SHALL BE PERPETUAL.
9. WARRANTIES; DISCLAIMERS.
(A) CALVERT REPRESENTS AND WARRANTS THAT CALVERT HAS THE RIGHT TO
GRANT THE RIGHTS GRANTED TO LICENSEE HEREIN AND THAT, SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT, THE LICENSE GRANTED HEREIN SHALL NOT INFRINGE ANY
TRADEMARK, COPYRIGHT OR OTHER PROPRIETARY RIGHT OF ANY PERSON NOT A PARTY TO
THIS AGREEMENT
(B) EACH PARTY REPRESENTS AND WARRANTS TO THE OTHER THAT IT HAS
THE AUTHORITY TO ENTER INTO THIS AGREEMENT ACCORDING TO ITS TERMS AND THAT ITS
PERFORMANCE DOES NOT VIOLATE ANY LAWS, REGULATIONS OR AGREEMENTS APPLICABLE TO
IT.
(C) LICENSEE REPRESENTS AND WARRANTS TO CALVERT THAT THE PRODUCT
SHALL AT ALL TIMES COMPLY WITH THE DESCRIPTION IN EXHIBIT A FOR AS LONG AS
LICENSEE OFFERS SUCH PRODUCT.
(D) IN NO EVENT OR UNDER ANY CIRCUMSTANCE SHALL CALVERT PARTY BE
LIABLE TO LICENSEE FOR ANY LOSS OF PROFITS, OR INDIRECT, SPECIAL, INCIDENTAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CUMULATIVE LIABILITY OF EACH
PARTY TO THE OTHER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY,
WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO CALVERT BY LICENSEE
PURSUANT TO THIS AGREEMENT.
(E) THE PROVISIONS OF THIS SECTION 9 SHALL SURVIVE ANY TERMINATION
OF THE AGREEMENT.
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10. INDEMNIFICATION.
(A) LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS CALVERT, ITS
AFFILIATES AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS AGAINST ANY AND
ALL JUDGMENTS, DAMAGES, COSTS OR LOSSES OF ANY KIND (INCLUDING REASONABLE
ATTORNEYS' AND EXPERTS' FEES) AS A RESULT OF ANY CLAIM, ACTION OR PROCEEDING
THAT ARISES OUT OF OR RELATES TO (I) ANY BREACH BY LICENSEE OF ITS
REPRESENTATIONS OR WARRANTIES UNDER THIS AGREEMENT, OR (II) THE PRODUCT;
PROVIDED THAT (A) CALVERT NOTIFIES LICENSEE PROMPTLY OF ANY SUCH CLAIM, ACTION
OR PROCEEDING; (B) CALVERT GRANTS LICENSEE CONTROL OF ITS DEFENSE AND/OR
SETTLEMENT; AND (C) CALVERT COOPERATES WITH LICENSEE IN THE DEFENSE THEREOF.
LICENSEE'S INDEMNIFICATION OBLIGATIONS SHALL NOT EXTEND TO ANY CLAIM, ACTION OR
PROCEEDING THAT ARISES OUT OF THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF
CALVERT OR ANY AGENT THEREOF. LICENSEE SHALL PERIODICALLY REIMBURSE CALVERT FOR
ITS REASONABLE EXPENSES INCURRED UNDER THIS SUBSECTION 11(A). CALVERT SHALL
HAVE THE RIGHT, AT ITS OWN EXPENSE, TO PARTICIPATE IN THE DEFENSE OF ANY CLAIM,
ACTION OR PROCEEDING AGAINST WHICH IT IS INDEMNIFIED HEREUNDER; PROVIDED,
HOWEVER, IT SHALL HAVE NO RIGHT TO CONTROL THE DEFENSE, CONSENT TO JUDGMENT, OR
AGREE TO SETTLE ANY SUCH CLAIM, ACTION OR PROCEEDING WITHOUT THE WRITTEN CONSENT
OF LICENSEE WITHOUT WAIVING THE INDEMNITY HEREUNDER. LICENSEE, IN THE DEFENSE
OF ANY SUCH CLAIM, ACTION OR PROCEEDING EXCEPT WITH THE WRITTEN CONSENT OF
CALVERT, SHALL NOT CONSENT TO ENTRY OF ANY JUDGMENT OR ENTER INTO ANY SETTLEMENT
WHICH EITHER (A) DOES NOT INCLUDE, AS AN UNCONDITIONAL TERM, THE GRANT BY THE
CLAIMANT TO CALVERT OF A RELEASE OF ALL LIABILITIES IN RESPECT OF SUCH CLAIMS OR
(B) OTHERWISE ADVERSELY AFFECTS THE RIGHTS OF CALVERT. THIS PROVISION SHALL
SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
(B) CALVERT SHALL INDEMNIFY AND HOLD HARMLESS LICENSEE, ITS
AFFILIATES AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS AGAINST ANY AND
ALL JUDGMENTS, DAMAGES, COSTS OR LOSSES OF ANY KIND (INCLUDING REASONABLE
ATTORNEYS' AND EXPERTS' FEES) AS A RESULT OF ANY CLAIM, ACTION, OR PROCEEDING
THAT ARISES OUT OF OR RELATES TO I) ANY BREACH BY CALVERT OF ITS REPRESENTATIONS
OR WARRANTIES UNDER THIS AGREEMENT, OR II) ANY NEGLIGENT ACT OR INTENTIONAL
MISCONDUCT OF CALVERT; PROVIDED, HOWEVER, THAT (A) LICENSEE NOTIFIES CALVERT
PROMPTLY OF ANY SUCH CLAIM, ACTION OR PROCEEDING; (B) LICENSEE GRANTS CALVERT
CONTROL OF ITS DEFENSE AND/OR SETTLEMENT; AND (C) LICENSEE COOPERATES WITH
CALVERT IN THE DEFENSE THEREOF. CALVERT'S INDEMNIFICATION OBLIGATIONS SHALL NOT
EXTEND TO ANY CLAIM, ACTION OR PROCEEDING THAT ARISES OUT OF THE NEGLIGENCE OR
INTENTIONAL MISCONDUCT OF LICENSEE OR ANY AGENT THEREOF. CALVERT SHALL
PERIODICALLY REIMBURSE LICENSEE FOR ITS REASONABLE EXPENSES INCURRED UNDER THIS
SUBSECTION 10(B). LICENSEE SHALL HAVE THE RIGHT, AT ITS OWN EXPENSE, TO
PARTICIPATE IN THE DEFENSE OF ANY CLAIM, ACTION OR PROCEEDING AGAINST WHICH IT
IS INDEMNIFIED HEREUNDER; PROVIDED, HOWEVER, IT SHALL HAVE NO RIGHT TO CONTROL
THE DEFENSE, CONSENT TO JUDGMENT, OR AGREE TO SETTLE ANY SUCH CLAIM, ACTION OR
PROCEEDING WITHOUT THE WRITTEN CONSENT OF CALVERT WITHOUT WAIVING THE INDEMNITY
HEREUNDER. CALVERT, IN THE DEFENSE OF ANY SUCH CLAIM, ACTION OR PROCEEDING,
EXCEPT WITH THE WRITTEN CONSENT OF LICENSEE, SHALL NOT CONSENT TO ENTRY OF ANY
JUDGMENT OR ENTER INTO ANY SETTLEMENT WHICH EITHER (A) DOES NOT INCLUDE, AS AN
UNCONDITIONAL TERM, THE GRANT BY THE CLAIMANT TO LICENSEE OF A RELEASE OF ALL
LIABILITIES IN RESPECT OF SUCH CLAIMS OR (B) OTHERWISE ADVERSELY AFFECTS THE
RIGHTS OF LICENSEE. THIS PROVISION SHALL SURVIVE THE TERMINATION OR EXPIRATION
OF THIS AGREEMENT.
11. FORCE MAJEURE.
NEITHER CALVERT NOR LICENSEE SHALL BEAR RESPONSIBILITY OR LIABILITY
FOR ANY LOSSES ARISING OUT OF ANY DELAY IN OR INTERRUPTIONS OF THEIR RESPECTIVE
PERFORMANCE OF THEIR OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY ACT OF GOD, ACT
OF GOVERNMENTAL AUTHORITY, ACT OF THE PUBLIC ENEMY OR DUE TO WAR, THE OUTBREAK
OR ESCALATION OF HOSTILITIES, RIOT, FIRE, FLOOD, CIVIL COMMOTION, INSURRECTION,
SEVERE OR ADVERSE WEATHER CONDITIONS, COMMUNICATIONS LINE FAILURE, OR OTHER
SIMILAR CAUSE BEYOND THE REASONABLE CONTROL OF THE PARTY SO AFFECTED.
12. OTHER MATTERS.
(A) THIS AGREEMENT IS SOLELY AND EXCLUSIVELY BETWEEN THE PARTIES
HERETO AND SHALL NOT BE ASSIGNED OR TRANSFERRED BY LICENSEE, OR BY CALVERT
(EXCEPT TO AN AFFILIATE OR SUBSIDIARY ENTITY IN SUBSTANTIALLY THE SAME BUSINESS
AS CALVERT), WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY, AND ANY
ATTEMPT TO SO ASSIGN OR TRANSFER THIS AGREEMENT WITHOUT SUCH WRITTEN CONSENT
SHALL BE NULL AND VOID.
(B) THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES
HERETO WITH RESPECT TO ITS SUBJECT MATTER AND MAY BE AMENDED OR MODIFIED ONLY BY
A WRITING SIGNED BY DULY AUTHORIZED OFFICERS OF BOTH PARTIES. THERE ARE NO ORAL
OR WRITTEN COLLATERAL REPRESENTATIONS, AGREEMENTS, OR UNDERSTANDINGS EXCEPT AS
PROVIDED HEREIN.
(C) NO BREACH, DEFAULT, OR THREATENED BREACH OF THIS AGREEMENT BY
EITHER PARTY SHALL RELIEVE THE OTHER PARTY OF ITS OBLIGATIONS OR LIABILITIES
UNDER THIS AGREEMENT WITH RESPECT TO THE PROTECTION OF THE PROPERTY OR
PROPRIETARY NATURE OF ANY PROPERTY WHICH IS THE SUBJECT OF THIS AGREEMENT.
(D) ALL NOTICES AND OTHER COMMUNICATIONS UNDER THIS AGREEMENT
SHALL BE (I) IN WRITING, (II) DELIVERED BY HAND, BY REGISTERED OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, BY OVERNIGHT DELIVERY SERVICE OR BY FACSIMILE
TRANSMISSION TO THE ADDRESS OR FACSIMILE NUMBER SET FORTH BELOW OR SUCH ADDRESS
OF FACSIMILE NUMBER AS EITHER PARTY SHALL SPECIFY BY A WRITTEN NOTICE TO THE
OTHER AND (III) DEEMED GIVEN UPON RECEIPT.
NOTICE TO CALVERT: CALVERT GROUP, LTD.
4550 MONTGOMERY AVENUE
BETHESDA, MD. 20814
ATTN: GENERAL COUNSEL
FAX #: 301-657-7014
NOTICE TO LICENSEE: CALVERT SOCIAL INDEX SERIES, INC.
4550 MONTGOMERY AVENUE
BETHESDA, MD. 20814
ATTN: SECRETARY
FAX #: 301-657-7014
(E) THIS AGREEMENT SHALL BE INTERPRETED, CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND AND SHALL BE BINDING ON THE
PARTIES HERETO AND THEIR SUCCESSORS AND CONSENTED TO ASSIGNS.
IN WITNESS, WHEREOF, THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE EXECUTED
AS OF THE DATE FIRST SET FORTH ABOVE.
CALVERT SOCIAL INDEX SERIES, INC. CALVERT GROUP, LTD
BY: /s/ William M. Tartikoff____ BY: /s/ Ronald M. Wolfsheimer
TITLE: Vice President TITLE: Senior Vice President
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EXHIBIT A
PRODUCT
PRODUCT: CALVERT SOCIAL INDEX SERIES, INC., CALVERT SOCIAL INDEX FUND
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EXHIBIT B
LICENSE FEES
CALVERT SOCIAL INDEX SERIES, INC. SHALL PAY CALVERT GROUP, LTD. AN ANNUAL
FEE OF $1.00.
