Trade Mark License

THIS AGREEMENT made as of [Date of Agreement (ie. July 1, 2002)] between [Name of Licensor] ("Licensor") of [Address of Licensor] and [Name of Licensee] ("Licensee") of [Address of Licensee]. WHEREAS: (A) Licensor is the owner of the full right, title and interest in the United States of America in and to the registered trade marks set out in the Schedule "A" attached hereto and made a part hereof (the "Marks") for use in association with "[Describe Services to which Marks are associated]" (the "Services"); Licensee wishes to use the Marks in the United States of America in association with the provision of the Services including as part of a domain name; Licensor is willing to license Licensee to use the Marks as aforesaid on the terms and conditions hereof;

(B) (C)

NOW THEREFORE in consideration of the recitals, the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. Licensor hereby grants to Licensee, subject to the terms and conditions of this Agreement, a non-exclusive, non-transferable license to use the Marks set out in Schedule "A" hereto, as it may be amended from time to time, in the United States of America in association with the Services provided that: (a) Licensee accepts that its usage of the Marks shall at all times be under the control of Licensor, and Licensee agrees to co-operate with Licensor in facilitating the exercise of such control by Licensor; Licensee adheres to the standards governing the quality of Services, and all related advertising and promotional material, provided in association with the Marks that are set from time to time by Licensor; Licensor shall have all reasonable rights of access to Licensee's places of business, for the purpose of inspecting the Services provided by Licensee in association with the Marks in order to ensure the quality thereof; Licensee supplies to Licensor, once each year during the term of this Agreement, or more often if requested by Licensor, specimens of its usage of the Marks; Licensee uses the Marks only in the form and manner, and only with the following legend, or such other legend as may be prescribed from time to time by

(b)

(c)

(d) (e)

-2Licensor: "Registered trade mark owned by [Name of Licensor]; used under license"; (f) (g) 2. Licensee uses the Marks only in association with the Services and with no other goods or services; and Licensee does nothing inconsistent with the validity of the Marks or inconsistent with Licensor's ownership of the Marks.

The parties may from time to time amend the contents of Schedule "A" hereto by adding or deleting trad- marks. Such amendments may be effected by an authorized signing officer of each party initialing and dating an amended Schedule "A", with the amended Schedule "A" becoming effective on the date on which both signing officers have initialled the same. The terms and conditions of this Agreement shall apply to such amended Schedule "A" as fully and completely as though it had always formed part of this Agreement. Licensee shall not use the Marks, or any of them, in its business name or domain name without the prior written consent of Licensor. In the event that such consent is given, Licensee agrees that all such usage shall enure to the benefit of Licensor and shall be in strict accordance with any terms and conditions set by Licensor. It is acknowledged by Licensee that Licensor shall have the right to exercise control over the daily business operations of the Licensee, and this Agreement shall constitute an unqualified assignment to Licensor of all right, title and interest which Licensee may have acquired or purported to acquire in the domain name [Specify Domain Name]. This Agreement shall continue in full force and effect for [Term of Agreement (ie. two (2) years)] year, unless sooner terminated as set out herein. Either party shall have the right to terminate this Agreement, at any time and without cause, upon giving not less than two (2) months' prior written notice of termination to the other party. Licensor shall have the right to terminate this Agreement, effective immediately, upon the commission of a breach of this Agreement by Licensee, which breach is not cured or resolved within ten (10) days' of receipt of written notice of such breach. Where either party is given a right to terminate hereunder and does not exercise the same, such forbearance shall not be deemed to be a waiver of such party's right to terminate upon any subsequent or future event by which such party has, or is provided with, the right to terminate this Agreement. Upon the termination of this Agreement, for any reason whatsoever: (a) Licensee shall immediately cease any and all use of the Marks and discontinue the provision of all Services in association with the Marks. If applicable, Licensee

3.

4.

5. 6.

7.

8.

9.

-3shall also immediately change its business name to delete the Marks, or any of them, from its name; and (b) Licensee shall not do anything inconsistent with the validity of the Marks or inconsistent with Licensor's ownership of the Marks. Without limitation, Licensee shall not use any of the Marks, or any word or design confusing with any of the Marks, either as a trade mark or a trade name, or as an element in a trade mark or a trade name.

10. 11. 12.

This Agreement shall not be assigned or transferred, in whole or in part, by Licensee, without the prior written consent of the Licensor. This Agreement shall enure to the benefit of, and be binding upon, each of the parties and their respective successors and permitted assigns. Any written notice or other written communication required or permitted to be given hereunder shall be given by hand delivery or fax at the respective addresses listed below or by mailing the same by registered mail, postage prepaid, and directed to the other party as follows: if to Licensor: [Name of Licensor] [Address of Licensor] Attention: Fax No.: if to Licensee: [Attention] [Fax No. of Licensor]

[Name of Licensee] [Address of Licensee] Attention: Fax No.: [Attention] [Fax No. of Licensee]

Either party may, by giving written notice as provided herein, change its address for receiving notices or communications hereunder. Any written notice or communication hereunder shall be deemed to have been received on the date of delivery if delivered by hand, fax, e-mail, or on the fifth day after mailing if delivered by registered mail. 13. This Agreement shall be governed by, and construed under, the laws of the State of [State (ie. California)] and the laws of the United States of America applicable therein.

-414. This Agreement constitutes the entire agreement between the parties with respect to the subject-matter hereof and supersedes all prior agreements or understandings, whether written or oral. Subject to section 2 hereof, any amendments or modifications to the within agreement must be made in writing and signed by both parties.

IN WITNESS WHEREOF the parties have executed this Agreement and affixed their seals under the hands of their proper officers duly authorized in that behalf as of the date first above written. [NAME OF LICENSOR] Per: Name: Title: [NAME OF LICENSEE] Per: Name: Title:

Schedule "A" Description of Trade-Marks
[Describe all the Licensed Trade-Marks]

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