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Exhibit 10.17
TRADEMARK LICENSE AGREEMENT
between
The U.S. Securities and Exchange Commission
and
XXXXX Online, Inc.
Whereas the U.S. Securities and Exchange Commission ("SEC") has adopted
and is using the xxxx XXXXX(R) (the "Xxxx"), and has filed and registered the
Xxxx, among other marks, with the U.S. Patent and Trademark Office as
trademarks; and
Whereas, XXXXX Online, Inc. ("XXXXX Online") desires to incorporate and
otherwise use the Xxxx in the production and promoting of its products and
services and in other specified activities;
Now, therefore, in consideration of the mutual promises herein contained,
it is agreed that:
1. Grant of License.
The SEC hereby grants to XXXXX Online a non-exclusive, non-assignable,
royalty-free right ("License") to use the Xxxx in connection with goods,
services and promotional activities related to provision of financial
information about filings made with the SEC, such License to be subject to the
terms of this Trademark License Agreement ("Agreement").
2. Quality Control.
The SEC shall have the right, at all reasonable times, to inspect XXXXX
Online's goods, services and promotional activities employing the Xxxx to ensure
that such use is of proper quality and otherwise consistent with this Agreement.
3. Duration, Termination and Renewal.
a. The initial term of this Agreement is ten years from the date of
execution. This Agreement may be renewed for subsequent ten-year terms by the
mutual consent of the parties and the execution of a valid Renewal Agreement.
Upon termination
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of this Agreement, all rights of XXXXX Online to use the Xxxx shall immediately
terminate.
b. In the event of a breach of any of the terms and conditions of
this License by XXXXX Online, the SEC shall give XXXXX Online written notice of
such breach. In the event XXXXX Online does not cure such breach within thirty
(30) days, the SEC may immediately terminate this License and shall notify XXXXX
Online in writing of such termination within five (5) days of such termination.
4. Sale, Dissolution, or Insolvency of XXXXX Online.
If XXXXX Online is sold or dissolved, or is the subject of bankruptcy
proceedings, the SEC shall have the right to terminate the License immediately.
5. Validity of Ownership of Xxxx.
XXXXX Online is prohibited from challenging or contesting in any way the
validity of the SEC's registration of the Xxxx with the U.S. Patent and
Trademark Office or the SEC's exclusive worldwide ownership of the Xxxx.
6. Use of the Xxxx.
Before XXXXX Online uses the Xxxx in production, promotions or other
publicly distributed materials, it shall send a copy of the representative item
showing each proposed use to, and obtain approval from, the Associate General
Counsel for Litigation and Administrative Practice, Securities and Exchange
Commission, 000 0xx Xxxxxx, X.X., Xxxx Xxxx 0-0, Xxxxxxxxxx, X.X. 00000. The
Associate General Counsel may from time to time thereafter request in writing
copies of additional representative items showing XXXXX Online's use. XXXXX
Online shall provide such items within ten days following such request. In
either case, the Associate General Counsel, or his or her designee, shall,
within twenty days of receipt, review said items to determine if they comply
with the terms and conditions of this Agreement. If the Associate General
Counsel or his or her designee has not objected in writing within twenty days
following receipt of any items provided as required herein, they shall be deemed
approved.
a. EDGAR Online acknowledges and agrees that (i) the Xxxx is a
trademark of the SEC and the SEC holds it out to the
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public as such; and (ii) the Xxxx is registered as a trademark with the U.S.
Patent and Trademark Office (U.S. Registration No. 1,829,234).
b. In using the Xxxx, standing alone or as incorporated in XXXXX
Online, XXXXX Online shall clearly indicate that the Xxxx is federally
registered with the U.S. Patent and Trademark Office and that it is the property
of the SEC. Such indication of registration shall be in the form of the (R)
designation, including, where possible, but at a minimum on XXXXX Online's
letterhead, on any other media by which the corporation's name is displayed in
the marketplace, and in conjunction with XXXXX Online's initial use of the Xxxx
within each of its products, services, or promotion materials (e.g., on the
first or welcome screen of any XXXXX Online on-line computer service, on the
cover or first page of any user manual or promotion material, and after the
first reference to the Xxxx in any advertisement), the following words:
"XXXXX(R) is a federally registered trademark
of the U.S. Securities and Exchange
Commission. XXXXX Online is not affiliated
with or approved by the U.S. Securities and
Exchange Commission."
x. XXXXX Online's use of the Xxxx shall not be portrayed as an
endorsement or recommendation by the SEC of any of XXXXX Online's products or
services.
d. The SEC makes no ownership claim to any of XXXXX Online's product
designations, other than as provided in this Agreement.
7. Infringement.
XXXXX Online shall notify the SEC of any potential infringement of the
Xxxx of which XXXXX Online is aware.
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8. Governing Law.
This Agreement shall be interpreted and implemented in accordance with the
federal common law as interpreted by the U.S. District Court for the District of
Columbia. XXXXX Online shall comply with all applicable legal requirements
governing trademark use.
9. Indemnification.
XXXXX Online agrees to indemnify and hold the SEC harmless from any and
all claims, damages and attorney's fees arising from the use of the Xxxx by
XXXXX Online in its operations under the Agreement, except to the extent such
claims, damages and fees arose in connection with any act or failure to act by
the SEC.
10. Amendment.
This Agreement may be amended only through a written instrument executed
by a duly authorized representative of each of the parties hereto.
In witness whereof, the SEC and XXXXX Online have executed this Agreement
as of the 26th day of March, 1999.
U.S. SECURITIES AND XXXXX ONLINE, INC.
EXCHANGE COMMISSION
/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxx Xxxxxxxxxx
___________________________________ ___________________________________
XXXXXXX X. XXXXXX Xxxx Xxxxxxxxxx
Office of Information Technology Title: President
DATED: March 26, 1999 DATED: March 1, 1999
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CERTIFICATE
I, Xxxxx Xxxxxxxxxx, certify that I am the CEO of XXXXX Online, Inc.; that
Xxxx Xxxxxxxxxx, who signed this Agreement for the corporation, was then
President of the corporation; and that the Agreement was duly signed for and on
behalf of the corporation by authority of its board of directors and within the
scope of its corporate powers.
Witness my hand and the seal of the corporation this 1st day of March,
1999.
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