This Service Mark License Agreement will license a service mark. This agreement sets forth the parties, the service mark to be licensed and the obligations of the parties. This Service Mark License Agreement further sets out that the license is non-exclusive and royalty free.
SERVICE MARK LICENSE AGREEMENT
THIS AGREEMENT is entered into this ___day of _______________________, 20________, by and between ___________________________________________________________ of ______________________________________________________________ (the "Licensor") and _______________________________________ of _____________________________ (the "Licensee").
The parties agree as follows:
Licensor hereby grants to Licensee, its successors and assigns, a non-exclusive, non-transferable, royalty-free license to use the following Service Mark ____________________ (“Service Mark”)in connection with _____________________________________________ throughout ___________________________________________________ (the “Territory”).
Licensor's Rights and Obligations.
The Licensor will continue to retain all rights of every kind and nature in the Service Mark except those specifically granted to Licensee hereunder.
Warranty and Indemnification.
a. Licensor warrants and represents that:
(i) it has the full right, power and authority to enter into this Agreement and to grant the rights granted herein;
(ii) it has not previously licensed the Service Mark to any third party; and
(iii) that Licensee's use of the Service Mark will not violate any rights of any kind or nature whatsoever of any third party.
b. Licensor shall indemnify and hold harmless Licensee, its successors, assigns and licensees, and the respective officers, directors, agents and employees, from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fee), arising out of or in any way connected with any breach of any representation or warranty made by Licensor herein.
c. Licensee shall indemnify and hold harmless Licensor, its successors, assigns and licensees, and the respective officers, directors, agents and employees, from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees), arising out of or in any way connected with any claim that the Service Mark infringes any intellectual property rights or other rights of any third party.
Term and Termination.
This Agreement shall be effective from the date above written and shall continue for a period of ___________________ years, unless terminated earlier by either parties.
This Agreement shall be subject to termination at the election of Licensor, by written notice to Licensee, where there has been a default in the due observance or performance of any material covenant, condition or agreement herein by Licensee, and such default has continued for a period of thirty (30) days after written notice specifying the same shall have been given to Licensor.
This Agreement shall be subject to termination at the election of Licensee, by written notice to Licensor, where there has been a default in the due observance or performance of any material covenant, condition or agreement herein by Licensor and such default has continued for a period of thirty (30) days after written notice specifying the same shall have been given to Licensee.
This Agreement is binding upon and shall inure to the benefit of the respective successors and/or assigns of the parties hereto.
This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof, and may not be modified or amended except by written agreement executed by the parties hereto.
c. Governing Law: Forum.
This Agreement shall be governed by the laws of the State of _______________________, applicable to agreements made and to be wholly performed therein.
The address of each party hereto as set forth below shall be the appropriate address for the mailing of notices, checks and statements, if any, hereunder. All notices shall be sent certified or registered mail and shall not be deemed received or effective unless and until actually received. Either party may change their mailing address by written notice to the other.
IN WITNESS WHEREOF, the parties have caused this License Agreement to be executed the day and year set forth above.
[Name and Address of Licensor]
[Name and Address of Licensee]