Covenants of Licensee. 5.1 Licensee covenants and agrees as follows: (a) To conduct its Courier Services in accordance with the terms and provisions of this License Agreement and according to standards and methods established from time to time by Licensor. (b) Throughout the term of this License Agreement, to acquire, secure and maintain all registrations, licenses, permits and approvals that are necessary or advisable for the operation of its Courier Services in Licensee's Territory and for the implementation of this License Agreement. (c) To be responsible for the efficient and proper management of its Courier Services operations. Without impairing the generality of the foregoing, Licensee shall be responsible for providing to its Courier Services in Licensee's Territory all necessary management services in the form of financial planning, recruiting, purchasing, advertising and other incidental and technical services and shall be responsible for providing all necessary technical know-how, expertise, administration, supervision and control for the proper conduct of its Courier Services in accordance with standards and methods established from time to time by Licensor. (d) To comply with all laws, ordinances, rules and regulations pertaining to its Courier Services. (e) To provide efficient, courteous and high quality Courier Services to the public in accordance with standards and methods established from time to time by Licensor. (f) To create goodwill among the public for the Aramex System. (g) To feature in its Courier Services in Licensee's Territory, in its principal place of business and all other branches and subsidiaries connected with its Courier Services and in all advertising and stationery matter the trademark and trade name "Aramex" or "Aramex International Courier". (h) To protect, indemnify and hold harmless Licensor, its other licensees and Licensor's Interlining Agents from and against all costs, damages, expenses, claims or other liability imposed by law or otherwise as a result of or arising out of the Courier Services operated by Licensee including but not limited to all costs, including attorney's fees, incurred as a result of suits against Licensor, its other licensees and/or Licensor's Interlining Agents arising therefrom irrespective of whether any such suits shall be against Licensor, its other licensees and/or Licensor's Interlining Agents solely or as co-defendants with Licensee and/or other parties and irrespective of whether any such suits allege negligence on the part of Licensor, its other licensees and/or Licensor's Interlining Agents and regardless of the jurisdiction in which any such suits shall be brought. In all cases, and without prejudice to the above, Licensee must ensure that his liability and that of Licensor, its other licensees and Licensor's Interlining Agents is limited to a maximum amount of, U.S. Dollars 100 (One Hundred United States Dollars) per shipment. (i) To use every reasonable means to encourage the use of the Aramex System and the Courier Services provided thereby. (j) To file with Licensor not later than thirty (30) days following the close of each calendar quarter of each year during the life of this License Agreement a statement of operations showing the results of its Courier Services operations during the quarter preceding such filing date and other reports as Licensor may from time to time require. (k) That this License Agreement and Licensee's rights and obligations hereunder are personal to Licensee and non-transferable and nonassignable without the written consent of Licensor. (l) That during the term of this Agreement and any extensions thereof, Licensee shall use its best efforts to recommend, promote, and encourage the use of the Aramex System by Licensee's customers, clients, and invitees. It being understood and agreed between the parties hereto that Licensee shall undertake an extensive advertising campaign in Licensee's Territory with a minimum yearly budget as set out in Schedule 5 to be subsidized by Licensor up to the maximum set out in Schedule 5. Licensor grants to Licensee the right to use Licensor's Licensed Property in advertisements, provided however, that such usage shall only be in the manner and to the content specifically approved by Licensor. All stationery, envelopes, business cards, advertising, publicity, signs or other matter employed by Licensee using the words Aramex or Aramex International Courier shall be first submitted to and approved by Licensor prior to such use or publication. (m) That the licensed business shall at all times be under the direct supervision of Licensee or a principal thereof, and Licensee agrees to devote substantial time and energy to the operation of the licensed business and agrees to assume full responsibility for its day to day functioning and operations. (n) That during the term of this Agreement and any extensions thereof, Licensee will not own and/or operate directly or indirectly, a business which is the same or similar to the business licensed hereunder, except another such business under a license agreement with Licensor. (o) That during the term of this Agreement and any extensions thereof, Licensee shall not, either directly or indirectly, for himself, or through, or on behalf of, or in conjunction with any other person or legal entity: (1) Direct or attempt to direct, any business of, or any customer of, the Aramex System to any competitor by direct or indirect inducement or otherwise. (2) Use the word "Aramex" in connection with any business which is the same as or similar to that licensed herein. (p) That Licensee will not sell, assign, copy, assist, or make available to anyone any information that will enable such party to duplicate Licensor's Aramex System. Licensee specifically acknowledges that the systems, manuals, operations, information and procedures of Licensor, to be provided under this License Agreement to Licensee constitute trade secrets of significant value which are unique and are the sole and exclusive property of Licensor. Licensee specifically agrees, as an integral portion of compliance with this Agreement, that Licensee will in no way be entitled to utilize such trade secrets beyond the manner approved and designated by Licensor either herein or otherwise approved by Licensor in writing. (q) That Licensee shall not, during the term of this Agreement and any extensions thereof, nor thereafter, regardless of the cause of termination and of the return of any documents as required by this Agreement, directly or indirectly communicate, divulge to, or use for the benefit of any other person or legal entity, any trade secrets or any information, knowledge or know-how deemed confidential under this Agreement which concerns operation of the Aramex System which may be communicated to Licensee, or of which Licensee may be apprised, by virtue of Licensee's operation under this Agreement. (r) To allow and permit Licensor, its officers, directors, employees and agents to inspect Licensee's premises and to obtain on their behalf and at Licensee own cost and expense all necessary licenses, visas and work permits required to enable same to make such inspection visits into Licensee's Territory. (s) To comply with Licensor's technical requirements from time to time in force including the purchase of the hardware and software systems used by Licensor such as the Airborne Focus System used by Licensor and Licensor's system for tracking operations and accounting. Licensee further undertakes to purchase directly from Licensor the required software for the price set out in Schedule 5. If Licensee requires assistance in the operation of such systems, same will be provided by Licensor at Licensee's expense. (t) The parties agree that each of the foregoing covenants shall be construed as independent of any other covenant or provision of this Agreement. If all or any portion of a covenant in this Article 5 is held unreasonable or unenforceable by a court or agency having valid jurisdiction in an unappealed final decision to which Licensor is a party, Licensee expressly agrees to be bound by any lesser covenant imposing the maximum duty permitted by law that is covered within the terms of such covenant, as if the resulting covenant were separately stated in and made a part of this
Appears in 1 contract
Covenants of Licensee. 5.1 Licensee covenants to Licensor that, during the Term and agrees as followsthereafter:
(a) To conduct its Courier Services It will not attack the title of Licensor (or third parties that have granted rights to Licensor) in accordance with and to the terms and provisions Licensed Property or any copyright pertaining thereto, nor will it attack the validity of this the License Agreement and according to standards and methods established from time to time by Licensor.granted hereunder;
(b) Throughout It will not harm, misuse or bring into disrepute the term of this License AgreementLicensed Property, but on the contrary, will maintain the value and reputation thereof to acquire, secure and maintain all registrations, licenses, permits and approvals that are necessary or advisable for the operation best of its Courier Services in Licensee's Territory and for the implementation of this License Agreement.ability;
(c) To It will not create any expenses chargeable to Licensor without the prior written approval of Licensor in each and every instance. It will not cause or allow any liens or encumbrances to be responsible for the efficient and proper management of its Courier Services operations. Without impairing the generality of the foregoingplaced against, Licensee shall be responsible for providing or grant any security interest (except to its Courier Services in Licensee's Territory all necessary management services Licensor as provided hereunder) in the form of financial planning, recruiting, purchasing, advertising and other incidental and technical services and shall be responsible for providing all necessary technical know-how, expertise, administration, supervision and control for the proper conduct of its Courier Services in accordance with standards and methods established from time to time by Licensed Property without Licensor.'s prior written consent;
(d) To comply with all lawsIt will protect to the best of its ability its right to manufacture, ordinancessell, rules promote and regulations pertaining to its Courier Services.distribute the Products hereunder;
(e) To provide efficientLicensee covenants that the Products shall equal or exceed all industry and government standards established in respect of safety and fitness for use. All applicable government standards of the Territory shall apply, courteous whether federal, state or local. Such standards shall include, but not be limited to, the Consumer Product Safety Act and high quality Courier Services all appropriate sections of the Code of Federal Regulations, and to the public extent applicable, the Products shall equal or exceed the standards set forth in accordance the Hazardous Substances Act, the Flammable Fabrics Act, the Child Safety Protection Act and the Toy Manufacturers of America Safety Standards as contained in ASTM F963 and comparable industry standards. Prior to commencing shipment of each Product and on a regular basis thereafter but no less frequently than annually, or as otherwise requested by Licensor, Licensee agrees to provide to Licensor at Licensee's expense a certificate of an approved independent testing laboratory certifying that the Products comply with such standards and methods established from time regulations. Each certificate that is provided must specifically describe the Products that are covered by the certificate, including the manufacturing source of the Products being tested. Products that are shipped into more than one country must be certified separately with respect to time by the applicable requirements of each such country. Additional certificates shall be supplied with respect to any design or manufacturing change that may affect the Product's compliance with applicable standards. If there is any disagreement between Licensee and Licensor regarding compliance with safety standards, the Licensor's decision shall be final and Licensee agrees to fully comply with such decision.
(f) To create goodwill among the public for the Aramex System.It shall, upon Licensor's request, provide credit information to Licensor including, but not limited to, fiscal year-end financial statements (profit-and-loss statement and balance sheet) and operating statements;
(g) To feature It will provide Licensor with the date(s) of first use of the Products in its Courier Services in Licensee's Territoryinterstate and intrastate commerce, in its principal place of business and all other branches and subsidiaries connected with its Courier Services and in all advertising and stationery matter the trademark and trade name "Aramex" or "Aramex International Courier".where appropriate;
(h) To protectIt will, indemnify and hold harmless Licensor, its other licensees and pursuant to Licensor's Interlining Agents from instructions, duly take any and against all costs, damages, expenses, claims or other liability imposed by law or otherwise necessary steps to secure execution of all necessary documentation for the recordation of itself as a result of or arising out user of the Courier Services operated by Trademark in any jurisdiction where this is required or where Licensor reasonably requests that such recordation be effected. Licensee including but not limited to all costs, including attorney's fees, incurred as a result further agrees that it will at its own expense cooperate with Licensor in cancellation of suits against Licensor, its other licensees and/or Licensor's Interlining Agents arising therefrom irrespective of whether any such suits shall be against Licensor, recordation at the expiration of this Agreement or upon termination of Licensee's right to use the Trademark. Licensee hereby appoints Licensor at its other licensees and/or Licensor's Interlining Agents solely or as coAttorney-defendants with Licensee and/or other parties and irrespective of whether any in-Fact for such suits allege negligence on the part of Licensor, its other licensees and/or Licensor's Interlining Agents and regardless of the jurisdiction in which any such suits shall be brought. In all cases, and without prejudice to the above, Licensee must ensure that his liability and that of Licensor, its other licensees and Licensor's Interlining Agents is limited to a maximum amount of, U.S. Dollars 100 (One Hundred United States Dollars) per shipmentpurpose.
(i) To use every reasonable means It will not deliver or sell Products outside the Territory or knowingly sell Products to encourage a third party for delivery outside the use of the Aramex System and the Courier Services provided therebyTerritory.
(j) To file It will not use any labor that violates any local labor laws, including all wage and hour laws, laws against discrimination and that it will not use prison, slave or child labor in connection with Licensor not later than thirty (30) days following the close manufacture of each calendar quarter of each year during the life of this License Agreement a statement of operations showing the results of its Courier Services operations during the quarter preceding such filing date and other reports as Licensor may from time to time requireProducts.
(k) That this License Agreement It shall be solely responsible for clearing any and Licensee's all rights and obligations hereunder are personal to Licensee and non-transferable and nonassignable without the written consent of Licensor.
(l) That during the term of this Agreement and any extensions thereof, Licensee shall use its best efforts to recommend, promote, and encourage required for the use of any names or likenesses depicted on the Aramex System by Licensee's customers, clients, Products and inviteesall Promotional and Packaging Materials. It being understood and agreed between the parties hereto that Licensee shall undertake an extensive advertising campaign in Licensee's Territory with a minimum yearly budget as set out in Schedule 5 to be subsidized by Licensor up to the maximum set out in Schedule 5. Licensor grants to Licensee the right to use Licensor's Licensed Property in advertisements, provided however, that such usage shall only be in the manner and to the content specifically approved by Licensor. All stationery, envelopes, business cards, advertising, publicity, signs or other matter employed by Licensee using the words Aramex or Aramex International Courier shall be first submitted to and approved by Licensor prior to such use or publication.
(m) That the licensed business shall at all times be under the direct supervision of Licensee or a principal thereof, and Licensee agrees to devote substantial time and energy to the operation of the licensed business and agrees to assume full responsibility for its day to day functioning and operations.
(n) That during the term of this Agreement and any extensions thereof, Licensee will not own and/or operate directly or indirectly, a business which is the same or similar to the business licensed hereunder, except another such business under a license agreement with Licensor.
(o) That during the term of this Agreement and any extensions thereof, Licensee shall not, either directly or indirectly, for himself, or through, or on behalf of, or in conjunction with any other person or legal entity:
(1) Direct or attempt to direct, any business of, or any customer of, the Aramex System to any competitor by direct or indirect inducement or otherwise.
(2) Use the word "Aramex" in connection with any business which is the same as or similar to that licensed herein.
(p) That Licensee will not sell, assign, copy, assist, or make available to anyone any information that will enable such party to duplicate Licensor's Aramex System. Licensee specifically acknowledges that the systems, manuals, operations, information and procedures of Licensor, to be provided under this License Agreement to Licensee constitute trade secrets of significant value which are unique and are the sole and exclusive property of Licensor. Licensee specifically agrees, as an integral portion of compliance with this Agreement, that Licensee will in no way be entitled to utilize such trade secrets beyond the manner approved and designated by Licensor either herein or otherwise approved by Licensor in writing.
(q) That Licensee shall not, during the term of this Agreement and any extensions thereof, nor thereafter, regardless of the cause of termination and of the return of any documents as required by this Agreement, directly or indirectly communicate, divulge to, or use for the benefit of any other person or legal entity, any trade secrets or any information, knowledge or know-how deemed confidential under this Agreement which concerns operation of the Aramex System which may be communicated to Licensee, or of which Licensee may be apprised, by virtue of Licensee's operation under this Agreement.
(r) To allow and permit Licensor, its officers, directors, employees and agents to inspect Licensee's premises and to obtain on their behalf and at Licensee own cost and expense all necessary licenses, visas and work permits required to enable same to make such inspection visits into Licensee's Territory.
(s) To comply with Licensor's technical requirements from time to time in force including the purchase of the hardware and software systems used by Licensor such as the Airborne Focus System used by Licensor and Licensor's system for tracking operations and accounting. Licensee further undertakes to purchase directly from Licensor the required software for the price set out in Schedule 5. If Licensee requires assistance in the operation of such systems, same will be provided by Licensor at Licensee's expense.
(t) The parties agree that each of the foregoing covenants shall be construed as independent of any other covenant or provision of this Agreement. If all or any portion of a covenant in this Article 5 is held unreasonable or unenforceable by a court or agency having valid jurisdiction in an unappealed final decision to which Licensor is a party, Licensee expressly agrees to be bound by any lesser covenant imposing the maximum duty permitted by law that is covered within the terms of such covenant, as if the resulting covenant were separately stated in and made a part of this19 20
Appears in 1 contract
Covenants of Licensee. 5.1 Licensee covenants and agrees as follows:
(a) To conduct its Courier Services Licensee shall use the Licensed Name and Licensed Marks in accordance compliance with applicable legal requirements and the terms and provisions of this License Agreement and according to standards and methods established from time to time by LicensorAgreement.
(b) Throughout Licensee shall take such steps, and execute such further documents, as reasonably requested by Licensor in order to protect Licensor’s interest in, title to, ownership and Registration of the Licensed Name and Licensed Marks. Licensee, however, is not responsible for maintaining any Registrations for the Licensed Name or the Licensed Marks.
(c) Licensee agrees that it will not, during the term of this License Agreement, or at any time thereafter:
(i) use or register any trademark or trade name identical with, or which is likely to acquirecause confusion with, secure the Licensed Name or Licensed Marks; or
(ii) contest the validity or enforceability of the Licensed Name or Licensed Marks or any registration therefor; or
(iii) claim that the use of the Licensed Name and maintain all registrationsLicensed Marks by it under this License Agreement has created any right, licensestitle or interest in Licensee other than the license granted herein. Provided however, permits and approvals that are necessary or advisable for the operation of its Courier Services in Licensee's Territory and for the implementation obligations of this License Agreement.
paragraph will not apply if (ci) To be responsible for the efficient and proper management of its Courier Services operations. Without impairing the generality Licensed Name or any of the foregoingLicensed Marks is/are found to be not protectible or unenforceable by any court or national trademark office within the Territory, Licensee shall be responsible for providing and (ii) the Licensor does not retain any common law rights to its Courier Services in Licensee's Territory all necessary management services in either the form of financial planning, recruiting, purchasing, advertising and other incidental and technical services and shall be responsible for providing all necessary technical know-how, expertise, administration, supervision and control for Licensed Name or Licensed Marks within the proper conduct of its Courier Services in accordance with standards and methods established from time to time by LicensorTerritory.
(d) To comply with all lawsThe quality of any of Licensee’s goods sold under the Licensed Marks or Licensed Name will be the same (or superior to) the quality of the same goods sold under the Licensed Name and Licensed Marks immediately prior to the date of this License Agreement. Licensee agrees to send to Licensor, ordinancesupon Licensor’s request from time to time, rules and regulations pertaining samples of any such goods in order to its Courier Servicesprovide Licensor an opportunity to inspect the quality of such goods.
(e) To provide efficientThe Licensee shall not, courteous and high quality Courier Services shall ensure that its Affiliates do not, hold themselves out as acting as agent of the Licensor. The Licensee shall and shall ensure that its Affiliates clearly indicate that they alone are responsible for the supply of any products or provider of any services and shall do nothing to suggest that the public in accordance with standards and methods established from time to time by LicensorLicensor endorses any of them.
(f) To create goodwill among The Licensee shall not use the public for the Aramex System.
(g) To feature in its Courier Services in Licensee's Territory, in its principal place of business and all other branches and subsidiaries connected with its Courier Services and in all advertising and stationery matter the trademark and trade name "Aramex" or "Aramex International Courier".
(h) To protect, indemnify and hold harmless Licensor, its other licensees and Licensor's Interlining Agents from and against all costs, damages, expenses, claims or other liability imposed by law or otherwise as a result of or arising out of the Courier Services operated by Licensee including but not limited to all costs, including attorney's fees, incurred as a result of suits against Licensor, its other licensees and/or Licensor's Interlining Agents arising therefrom irrespective of whether any such suits shall be against Licensor, its other licensees and/or Licensor's Interlining Agents solely or as co-defendants with Licensee and/or other parties and irrespective of whether any such suits allege negligence on the part of Licensor, its other licensees and/or Licensor's Interlining Agents and regardless of the jurisdiction in which any such suits shall be brought. In all cases, and without prejudice to the above, Licensee must ensure that his liability and that of Licensor, its other licensees and Licensor's Interlining Agents is limited to a maximum amount of, U.S. Dollars 100 (One Hundred United States Dollars) per shipment.
(i) To use every reasonable means to encourage the use of the Aramex System Licensed Name and the Courier Services provided therebyLicensed Marks in Europe.
(j) To file with Licensor not later than thirty (30) days following the close of each calendar quarter of each year during the life of this License Agreement a statement of operations showing the results of its Courier Services operations during the quarter preceding such filing date and other reports as Licensor may from time to time require.
(k) That this License Agreement and Licensee's rights and obligations hereunder are personal to Licensee and non-transferable and nonassignable without the written consent of Licensor.
(l) That during the term of this Agreement and any extensions thereof, Licensee shall use its best efforts to recommend, promote, and encourage the use of the Aramex System by Licensee's customers, clients, and invitees. It being understood and agreed between the parties hereto that Licensee shall undertake an extensive advertising campaign in Licensee's Territory with a minimum yearly budget as set out in Schedule 5 to be subsidized by Licensor up to the maximum set out in Schedule 5. Licensor grants to Licensee the right to use Licensor's Licensed Property in advertisements, provided however, that such usage shall only be in the manner and to the content specifically approved by Licensor. All stationery, envelopes, business cards, advertising, publicity, signs or other matter employed by Licensee using the words Aramex or Aramex International Courier shall be first submitted to and approved by Licensor prior to such use or publication.
(m) That the licensed business shall at all times be under the direct supervision of Licensee or a principal thereof, and Licensee agrees to devote substantial time and energy to the operation of the licensed business and agrees to assume full responsibility for its day to day functioning and operations.
(n) That during the term of this Agreement and any extensions thereof, Licensee will not own and/or operate directly or indirectly, a business which is the same or similar to the business licensed hereunder, except another such business under a license agreement with Licensor.
(o) That during the term of this Agreement and any extensions thereof, Licensee shall not, either directly or indirectly, for himself, or through, or on behalf of, or in conjunction with any other person or legal entity:
(1) Direct or attempt to direct, any business of, or any customer of, the Aramex System to any competitor by direct or indirect inducement or otherwise.
(2) Use the word "Aramex" in connection with any business which is the same as or similar to that licensed herein.
(p) That Licensee will not sell, assign, copy, assist, or make available to anyone any information that will enable such party to duplicate Licensor's Aramex System. Licensee specifically acknowledges that the systems, manuals, operations, information and procedures of Licensor, to be provided under this License Agreement to Licensee constitute trade secrets of significant value which are unique and are the sole and exclusive property of Licensor. Licensee specifically agrees, as an integral portion of compliance with this Agreement, that Licensee will in no way be entitled to utilize such trade secrets beyond the manner approved and designated by Licensor either herein or otherwise approved by Licensor in writing.
(q) That Licensee shall not, during the term of this Agreement and any extensions thereof, nor thereafter, regardless of the cause of termination and of the return of any documents as required by this Agreement, directly or indirectly communicate, divulge to, or use for the benefit of any other person or legal entity, any trade secrets or any information, knowledge or know-how deemed confidential under this Agreement which concerns operation of the Aramex System which may be communicated to Licensee, or of which Licensee may be apprised, by virtue of Licensee's operation under this Agreement.
(r) To allow and permit Licensor, its officers, directors, employees and agents to inspect Licensee's premises and to obtain on their behalf and at Licensee own cost and expense all necessary licenses, visas and work permits required to enable same to make such inspection visits into Licensee's Territory.
(s) To comply with Licensor's technical requirements from time to time in force including the purchase of the hardware and software systems used by Licensor such as the Airborne Focus System used by Licensor and Licensor's system for tracking operations and accounting. Licensee further undertakes to purchase directly from Licensor the required software for the price set out in Schedule 5. If Licensee requires assistance in the operation of such systems, same will be provided by Licensor at Licensee's expense.
(t) The parties agree that each of the foregoing covenants shall be construed as independent of any other covenant or provision of this Agreement. If all or any portion of a covenant in this Article 5 is held unreasonable or unenforceable by a court or agency having valid jurisdiction in an unappealed final decision to which Licensor is a party, Licensee expressly agrees to be bound by any lesser covenant imposing the maximum duty permitted by law that is covered within the terms of such covenant, as if the resulting covenant were separately stated in and made a part of this
Appears in 1 contract
Covenants of Licensee. 5.1 9.1 The Licensee covenants shall maintain, moor and agrees as follows:operate the Vessel in a seamanlike manner and shall not do, or allow to be done anything that, in the sole opinion of the Licensor, is or may become a nuisance, disturbance or hazard.
(a) To conduct its Courier Services 9.2 The Licensee shall ensure that all hazardous materials aboard the Vessel, including, but not necessarily limited to, those that are flammable or toxic or materials which are, or may be considered to be, pollutants, are stored in accordance with a safe and secure fashion aboard the Vessel and under no circumstances, shall the Licensee allow such materials to be discharged into, on, under or near the Harbour, the Common Areas, the Licenced Area, or in, under or onto any area for which the Licensor is or may be responsible in law.
9.3 The Licensee shall not alter the Licensed or Common Areas, nor live on board the Vessel without the prior written consent of the Licensor.
9.4 The Licensee is responsible for ensuring that the Licensee's employees, agents, servants and invitees abide by all the terms and provisions conditions of this License Agreement Licence.
9.5 The Licensee, its employees, servants, agents and according to standards and methods established invitees shall not carry on any commercial enterprise from time to time by the Vessel on the Licensed Area without the prior written consent of the Licensor.
(b) Throughout 9.6 In the term of this License Agreement, to acquire, secure and maintain all registrations, licenses, permits and approvals that are necessary or advisable for event the operation of its Courier Services in Licensee's Territory and for the implementation of this License Agreement.
(c) To be responsible for the efficient and proper management of its Courier Services operations. Without impairing the generality actions of the foregoingLicensee, Licensee shall be responsible for providing to its Courier Services agents, servants, employees or invitees, results in Licensee's Territory all necessary management services in the form of financial planning, recruiting, purchasing, advertising and other incidental and technical services and shall be responsible for providing all necessary technical know-how, expertise, administration, supervision and control for the proper conduct of its Courier Services in accordance with standards and methods established from time to time by Licensor.
(d) To comply with all laws, ordinances, rules and regulations pertaining to its Courier Services.
(e) To provide efficient, courteous and high quality Courier Services damage or loss to the public in accordance with standards and methods established from time to time by Licensor.
(f) To create goodwill among the public for the Aramex System.
(g) To feature in its Courier Services in Licensee's Territory, in its principal place of business and all other branches and subsidiaries connected with its Courier Services and in all advertising and stationery matter the trademark and trade name "Aramex" or "Aramex International Courier".
(h) To protect, indemnify and hold harmless Licensor, its other licensees and Licensor's Interlining Agents from and against all costs, damages, expenses, claims or other liability imposed by law or otherwise as a result of or arising out of the Courier Services operated by Licensee including but not limited to all costs, including attorney's fees, incurred as a result of suits against Licensor, its other licensees and/or Licensor's Interlining Agents arising therefrom irrespective of whether any such suits shall be against Licensor, its other licensees and/or Licensor's Interlining Agents solely or as co-defendants with Licensee and/or other parties and irrespective of whether any such suits allege negligence on the part of Licensor, its other licensees and/or Licensor's Interlining Agents and regardless of the jurisdiction in which any such suits shall be brought. In all cases, and without prejudice to the above, Licensee must ensure that his liability and that of Licensor, its other licensees and Licensor's Interlining Agents is limited to a maximum amount of, U.S. Dollars 100 (One Hundred United States Dollars) per shipment.
(i) To use every reasonable means to encourage the use of the Aramex System and the Courier Services provided thereby.
(j) To file with Licensor not later than thirty (30) days following the close of each calendar quarter of each year during the life of this License Agreement a statement of operations showing the results of its Courier Services operations during the quarter preceding such filing date and other reports as Licensor may from time to time require.
(k) That this License Agreement and Licensee's rights and obligations hereunder are personal to Licensee and non-transferable and nonassignable without the written consent of Licensor.
(l) That during the term of this Agreement and any extensions thereof, Licensee shall use its best efforts to recommend, promote, and encourage the use of the Aramex System by Licensee's customers, clients, and invitees. It being understood and agreed between the parties hereto that Licensee shall undertake an extensive advertising campaign in Licensee's Territory with a minimum yearly budget as set out in Schedule 5 to be subsidized by Licensor up to the maximum set out in Schedule 5. Licensor grants to Licensee the right to use Licensor's Licensed Property in advertisements, provided however, that such usage shall only be in the manner and to the content specifically approved by Licensor. All stationery, envelopes, business cards, advertising, publicity, signs or other matter employed by Licensee using the words Aramex or Aramex International Courier shall be first submitted to and approved by Licensor prior to such use or publication.
(m) That the licensed business shall at all times be under the direct supervision of Licensee or a principal thereof, and Licensee agrees to devote substantial time and energy to the operation of the licensed business and agrees to assume full responsibility for its day to day functioning and operations.
(n) That during the term of this Agreement and any extensions thereof, Licensee will not own and/or operate directly or indirectly, including, but not necessarily limited to, damage to the Licensor's physical assets, to the Harbour, including any environmental contamination, destruction, impairment or similar damage, the Licensee agrees to compensate the Licensor for all costs associated with its remediation and repair immediately upon the receipt of a business written invoice.
9.7 Article 10.5 does not apply where the Licensee is conducting minor repairs to the Vessel, or where the Licensee is conducting some activity which is the same or similar directly related to the business licensed hereunder, except another such business under a license agreement with Licensorits enterprise.
(o) That during the term of this Agreement and any extensions thereof, Licensee shall not, either directly or indirectly, for himself, or through, or on behalf of, or in conjunction with any other person or legal entity:
(1) Direct or attempt to direct, any business of, or any customer of, the Aramex System to any competitor by direct or indirect inducement or otherwise.
(2) Use the word "Aramex" in connection with any business which is the same as or similar to that licensed herein.
(p) That Licensee will not sell, assign, copy, assist, or make available to anyone any information that will enable such party to duplicate Licensor's Aramex System. Licensee specifically acknowledges that the systems, manuals, operations, information and procedures of Licensor, to be provided under this License Agreement to Licensee constitute trade secrets of significant value which are unique and are the sole and exclusive property of Licensor. Licensee specifically agrees, as an integral portion of compliance with this Agreement, that Licensee will in no way be entitled to utilize such trade secrets beyond the manner approved and designated by Licensor either herein or otherwise approved by Licensor in writing.
(q) That Licensee shall not, during the term of this Agreement and any extensions thereof, nor thereafter, regardless of the cause of termination and of the return of any documents as required by this Agreement, directly or indirectly communicate, divulge to, or use for the benefit of any other person or legal entity, any trade secrets or any information, knowledge or know-how deemed confidential under this Agreement which concerns operation of the Aramex System which may be communicated to Licensee, or of which Licensee may be apprised, by virtue of Licensee's operation under this Agreement.
(r) To allow and permit Licensor, its officers, directors, employees and agents to inspect Licensee's premises and to obtain on their behalf and at Licensee own cost and expense all necessary licenses, visas and work permits required to enable same to make such inspection visits into Licensee's Territory.
(s) To comply with Licensor's technical requirements from time to time in force including the purchase of the hardware and software systems used by Licensor such as the Airborne Focus System used by Licensor and Licensor's system for tracking operations and accounting. Licensee further undertakes to purchase directly from Licensor the required software for the price set out in Schedule 5. If Licensee requires assistance in the operation of such systems, same will be provided by Licensor at Licensee's expense.
(t) The parties agree that each of the foregoing covenants shall be construed as independent of any other covenant or provision of this Agreement. If all or any portion of a covenant in this Article 5 is held unreasonable or unenforceable by a court or agency having valid jurisdiction in an unappealed final decision to which Licensor is a party, Licensee expressly agrees to be bound by any lesser covenant imposing the maximum duty permitted by law that is covered within the terms of such covenant, as if the resulting covenant were separately stated in and made a part of this
Appears in 1 contract
Samples: Berthing Licence Agreement
Covenants of Licensee. 5.1 11.1 Licensee covenants and agrees as follows:
(a) To conduct its Courier Services that the goods and merchandise sold under the Trade Name (the "Product") and the production, distribution and packaging thereof shall be of a high standard and of such taste, appearance and quality at least equal to that currently offered for sale by Licensor from the Retail Store in order to at least maintain the good will pertaining to the Trade Name, (b) that the Product shall be produced, sold, distributed and advertised in accordance with the terms all applicable laws, and provisions of this License Agreement and according to standards and methods established from time to time by Licensor.
(b) Throughout the term of this License Agreement, to acquire, secure and maintain all registrations, licenses, permits and approvals that are necessary or advisable for the operation of its Courier Services in Licensee's Territory and for the implementation of this License Agreement.
(c) To that the policy of sale, distribution, and/or exploitation by Licensee shall in no manner reflect adversely upon the Trade Name. Licensee further agrees that all rights granted herein shall be responsible exploited and/or exercised so as not to interfere with, detract from or alter the concepts associated with the Trade Name used by Licensor and that Licensee shall use its commercially reasonable efforts to preserve such concepts. Anything contained herein to the contrary notwithstanding, to the extent Licensee retains the production facilities for the efficient and proper management of its Courier Services operations. Without impairing the generality of the foregoingKnow-How recommended by Licensor, Licensee shall be responsible for providing to its Courier Services in Licensee's Territory all necessary management services in the form of financial planning, recruiting, purchasing, advertising and other incidental and technical services and shall be responsible for providing all necessary technical know-how, expertise, administration, supervision and control have not liability under this License for the proper conduct taste, appearance and quality of its Courier Services in accordance with standards and methods established from time to time the goods produced by Licensorsuch facility.
(d) To 11.2 Licensee shall comply with any and all national, federal, state, county and municipal statutes, laws, ordinances, regulations, rules or orders (collectively, "Regulations"), including without limitation, all Regulations regarding labor, safety for workers and regulations pertaining to consumer protection and shall obtain, at its Courier Services.
(e) To provide efficientown expense, courteous and high quality Courier Services to the public in accordance with standards and methods established from time to time by Licensor.
(f) To create goodwill among the public for the Aramex System.
(g) To feature in its Courier Services in Licensee's Territoryany variances, in its principal place of business special exceptions, zoning approvals and all other branches and subsidiaries connected with its Courier Services and in all advertising and stationery matter the trademark and trade name "Aramex" or "Aramex International Courier".
(h) To protect, indemnify and hold harmless Licensor, its other licensees and Licensor's Interlining Agents from and against all costs, damages, expenses, claims or other liability imposed by law or otherwise as a result of or arising out of the Courier Services operated by Licensee including but not limited to all costs, including attorney's fees, incurred as a result of suits against Licensor, its other licensees and/or Licensor's Interlining Agents arising therefrom irrespective of whether any such suits shall be against Licensor, its other licensees and/or Licensor's Interlining Agents solely or as co-defendants with Licensee and/or other parties and irrespective of whether any such suits allege negligence on the part of Licensor, its other licensees and/or Licensor's Interlining Agents and regardless of the jurisdiction in which any such suits shall be brought. In all cases, and without prejudice to the above, Licensee must ensure that his liability and that of Licensor, its other licensees and Licensor's Interlining Agents is limited to a maximum amount of, U.S. Dollars 100 (One Hundred United States Dollars) per shipment.
(i) To use every reasonable means to encourage the use of the Aramex System and the Courier Services provided thereby.
(j) To file with Licensor not later than thirty (30) days following the close of each calendar quarter of each year during the life of this License Agreement a statement of operations showing the results of its Courier Services operations during the quarter preceding such filing date licenses and other reports as Licensor may from time to time require.
(k) That this License Agreement and Licensee's rights and obligations hereunder are personal to Licensee and non-transferable and nonassignable without the written consent of Licensor.
(l) That during the term of this Agreement and any extensions thereof, Licensee shall use its best efforts to recommend, promote, and encourage the use of the Aramex System by Licensee's customers, clients, and invitees. It being understood and agreed between the parties hereto that Licensee shall undertake an extensive advertising campaign in Licensee's Territory with a minimum yearly budget as set out in Schedule 5 to be subsidized by Licensor up to the maximum set out in Schedule 5. Licensor grants to Licensee the right to use Licensor's Licensed Property in advertisements, provided however, that such usage shall only be in the manner and to the content specifically approved by Licensor. All stationery, envelopes, business cards, advertising, publicity, signs or other matter employed by Licensee using the words Aramex or Aramex International Courier shall be first submitted to and approved by Licensor prior to such use or publication.
(m) That the licensed business shall at all times be under the direct supervision of Licensee or a principal thereof, and Licensee agrees to devote substantial time and energy to the operation of the licensed business and agrees to assume full responsibility for its day to day functioning and operations.
(n) That during the term of this Agreement and any extensions thereof, Licensee will not own and/or operate directly or indirectly, a business which is the same or similar to the business licensed hereunder, except another such business under a license agreement with Licensor.
(o) That during the term of this Agreement and any extensions thereof, Licensee shall not, either directly or indirectly, for himself, or through, or on behalf of, or in conjunction with any other person or legal entity:
(1) Direct or attempt to direct, any business of, or any customer of, the Aramex System to any competitor by direct or indirect inducement or otherwise.
(2) Use the word "Aramex" in connection with any business which is the same as or similar to that licensed herein.
(p) That Licensee will not sell, assign, copy, assist, or make available to anyone any information that will enable such party to duplicate Licensor's Aramex System. Licensee specifically acknowledges that the systems, manuals, operations, information and procedures of Licensor, to be provided under this License Agreement to Licensee constitute trade secrets of significant value which are unique and are the sole and exclusive property of Licensor. Licensee specifically agrees, as an integral portion of compliance with this Agreement, that Licensee will in no way be entitled to utilize such trade secrets beyond the manner approved and designated by Licensor either herein or otherwise approved by Licensor in writing.
(q) That Licensee shall not, during the term of this Agreement and any extensions thereof, nor thereafter, regardless of the cause of termination and of the return of any documents as permits required by this Agreement, directly or indirectly communicate, divulge to, or use for the benefit of any other person or legal entity, any trade secrets or any information, knowledge or know-how deemed confidential under this Agreement which concerns operation of the Aramex System which may be communicated to Licensee, or of which Licensee may be apprised, by virtue of Licensee's operation under this Agreementgovernmental authorities.
(r) To allow and permit Licensor, its officers, directors, employees and agents to inspect Licensee's premises and to obtain on their behalf and at Licensee own cost and expense all necessary licenses, visas and work permits required to enable same to make such inspection visits into Licensee's Territory.
(s) To comply with Licensor's technical requirements from time to time in force including the purchase of the hardware and software systems used by Licensor such as the Airborne Focus System used by Licensor and Licensor's system for tracking operations and accounting. Licensee further undertakes to purchase directly from Licensor the required software for the price set out in Schedule 5. If Licensee requires assistance in the operation of such systems, same will be provided by Licensor at Licensee's expense.
(t) The parties agree that each of the foregoing covenants shall be construed as independent of any other covenant or provision of this Agreement. If all or any portion of a covenant in this Article 5 is held unreasonable or unenforceable by a court or agency having valid jurisdiction in an unappealed final decision to which Licensor is a party, Licensee expressly agrees to be bound by any lesser covenant imposing the maximum duty permitted by law that is covered within the terms of such covenant, as if the resulting covenant were separately stated in and made a part of this
Appears in 1 contract
