License of Tradename

THIS AGREEMENT made as of Date of Agreement between Name of Party Granting the Right to Use the Name, of Address of Party Granting Right to Use of Name (the "Licensor") and Name of Party Receiving the Right to Use the Name, of Address of Party Receiving Right to Use of Name (the "Licensee"). WHEREAS the Licensor is engaged in various businesses, including but not limited to Type of Business Licensor is Engaged in (ie. the distribution of software products), and has developed substantial goodwill in connection with such businesses and the name "Trade Name being Licensed (ie. "Acme Distribution")"; AND WHEREAS the Licensor owns certain proprietary rights in and to the name "Trade Name being Licensed (ie. "Acme Distribution")" and its associated logos, trademarks and goodwill (collectively the "Tradename"); AND WHEREAS the Licensee desires a license to use the Tradename as part of its corporate name or trading name, and any associated logos, trademarks and goodwill, in the business of promotional services; AND WHEREAS the Licensor is willing to license the right to use the Tradename to the Licensee on the terms and conditions set forth below; NOW THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, the parties hereto hereby agree as follows:

Article 1 Grant of Rights
1.1 The Licensor hereby grants to the Licensee for the sum of $10.00, the non-exclusive right to use and employ the Tradename in the ordinary course of its business, subject, however, to the following conditions and restrictions: (a) the Licensee shall not use the Tradename in an effort to represent itself as an agent of the Licensor, and will, at all times observe its status and represent itself as independent contractor; the Licensee specifically acknowledges and agrees that the Tradename and without limitation any and all designs, emblems, insignias, symbols, slogans, copyrights, patents, forms, wordings, marks or other intangibles rights related to the license granted herein are, and at all times shall remain, the exclusive property of the Licensor, and neither the Licensee nor any other person or entity shall acquire any proprietary interest therein; and any attempt by the Licensee to assign or transfer any of its rights hereunder without the express prior written consent of the Licensor shall be null and void and shall constitute a material breach of this

(b)

-2Agreement. The Licensee agrees that it will take no action which will or could in any way jeopardize or affect the Licensor's rights in the Tradename or other intangible properties, and the Licensee is specifically prohibited from registering any of such names or marks in its other names, except with the express written consent of the Licensor.

Article 2 Term and Termination
2.1 The term of this Agreement and the license granted to the Licensee hereunder shall commence on the date of this Agreement and shall continue until the occurrence of the earliest of the following events: (a) (b) the Licensee breaches any of the terms of this Agreement and fails to remedy such default within ten (10) days written notice thereof from the Licensor; the Licensee makes an assignment for the benefit of creditors, shall be adjudged bankrupt or insolvent or a trustee, receiver or similar officer shall be appointed to take charge of all or part of the Licensee's property; any proceeding for the dissolution, liquidation or winding-up of the Licensee is commenced and is not relinquished or vacated within 30 days of the commencement of such proceeding; the Licensee loses its corporate charter by forfeiture or otherwise; or the Licensor terminates this Agreement upon not less than ninety (90) days prior written notification to the Licensee.

(c)

(d) (e) 2.2

Upon termination of this Agreement for any reason whatsoever the following terms and conditions shall apply: (a) (b) (c) the license grated herein and all rights associated therewith shall immediately cease as to the Licensee and shall revert in full to the Licensor; the Licensee shall forthwith discontinue the use of the Tradename, all labels and associated marks and shall remove all signs and displays bearing the same; the Licensee shall not use any name, label or trademark confusingly similar to the Tradename.

Article 3 Relationship of the Parties
3.1 This Agreement does not constitute the Licensee as a partner, joint venturer, agent or legal representative with or of the Licensor for any purpose whatsoever. The Licensee is not

-3granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the Licensor or to bind the Licensor in any manner.

Article 4 General Provisions
4.1 Neither party shall be permitted to assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld. Provided however, that either party may, without the consent of the other, assign this Agreement or any rights hereunder to any of its wholly owned subsidiaries, in which case such party shall continue to remain liable for all covenants and obligations hereunder. This Agreement contains all of the agreements, understandings, representations, conditions, warranties and covenants made between the parties hereto regarding the subject matter hereof, and any and all modifications and amendments hereto must be in writing duly and properly executed by both parties. In the event that any provision, or portions thereof, of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the validity or enforceability of the remaining provisions, or portions thereof, shall not be affected thereby. This Agreement shall be governed and interpreted in accordance with the laws of the State of State or Province of Licensor. Nothing contained in this paragraph shall prevent the Licensor or the Licensee from applying to an appropriate court for any injunction or other like remedy to restrain the Licensor or Licensee from committing any breach or any anticipated breach of this Agreement and for consequential relief thereof. Each party hereto agrees to perform such further acts and to execute and deliver such further documents as may be reasonably necessary to carry out the provisions of this Agreement.

4.2

4.3

4.4 4.5

4.6

IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date first above written. Name of Party Granting the Right to Use the Name Per: Name: Title:

-4Name of Party Receiving the Right to Use the Name Per: Name: Title:

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