FORM OF AMENDED & RESTATED TRADEMARK LICENSE AGREEMENT
EXHIBIT 4.13
FORM OF AMENDED & RESTATED TRADEMARK LICENSE AGREEMENT
This Amended & Restated Trademark License Agreement (the “Agreement”) is made effective as of the day of , 2005, by and between CONTINENTAL AIRLINES, INC. (“Continental”), a corporation duly organized and validly existing under the laws of the State of Delaware, U.S.A., with its principal office at 0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxx, X.X.X. 00000, and COMPANIA PANAMENA DE AVIACION, S.A. (together with its Affiliates that are reasonably acceptable to Continental in terms of safety and quality of service, “COPA”), a corporation (sociedad anonima) duly organized and validly existing under the laws of the Republic of Panama (“Panama”), with its principal office at Ave. Xxxxx Xxxxxxxxx y Xxxxx 00, Xxxxxxxx 0000, Xxxxxx 0, Xxxxxx. “Affiliate” shall have the meaning given to such term in the Alliance Agreement.
WHEREAS Continental and COPA have previously entered into a Trademark License Agreement dated May 24, 1999, and, for good and valuable consideration the parties now desire to amend and restate that prior Agreement through this Agreement;
2. Limitations on Continental Grants to Third Parties. Continental shall not license the globe element of the Continental/COPA Co-Branded Marks to any airline without the prior written consent of COPA. Continental further agrees that it will not license the Continental/COPA Co-Branded Marks or the COPA Marks to any other airline after the termination of this Agreement without the prior written consent of COPA, and at no time shall Continental license any xxxx that incorporates or refers to the term COPA or any other xxxx owned or used exclusively by COPA. The limitations detailed in this paragraph 2 shall survive the termination of this Agreement.
3. Use and Ownership of the Continental/COPA Co-Branded Marks. COPA is not required to use the Continental/COPA Co-Branded Marks. However, to the extent that COPA does use such marks, COPA shall use the Continental Marks as part of the Continental/COPA Co-Branded Marks only as authorized herein by Continental and in accordance with such standards of quality as Continental may establish. Continental shall at all times remain the owner of the Continental/COPA Co-Branded Marks and any registrations thereof. COPA’s use of any Continental Marks and the Continental/COPA Co-Branded Marks shall, in all commercially reasonable instances, clearly identify Continental as the owner of such marks to protect Continental’s interest therein. All use
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by COPA of the Continental Marks as part of the Continental/COPA Co-Branded Marks shall inure to the benefit of Continental and COPA shall obtain no right, title or interest in and to the Continental Marks or the elements of the Continental/COPA Co-Branded Marks derived from the Continental Marks, or any other word, words, term, design, name or xxxx that is confusingly similar to the Continental Marks. Continental agrees that it shall obtain no right, title, or interest in and to any element of the Continental/COPA Co-Branded Marks that are derived exclusively from COPA’s marks, such as the xxxx COPA and the beige “streak” design element of the Continental/COPA Co-Branded Marks, thus preserving the distinctive reference to COPA’s identity. Should Continental cease all use of and abandon its “Globe Design” (such design being shown in Schedules 1-1 and 1-2) such that Continental no longer uses the “Globe Design” or a similar design during the term of this Agreement, Continental will promptly assign all right, title, and interest in the globe element of the Continental/COPA Co-Branded Marks, including United States Trademark Registration No. 2,360,006, to COPA.
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Continental/COPA Co-Branded Marks, immediately upon becoming aware of same. COPA shall not be entitled to bring, or compel Continental to bring, an action or other legal proceedings on account of any infringements, imitations, or challenges to any element of the Continental/COPA Co-Branded Marks derived from the Continental Marks without the written agreement of Continental. Continental shall not be liable for any loss, cost, damage or expense suffered or incurred by COPA because of the failure or inability to take or consent to the taking of any action on account of any such infringements, imitations or challenges or because of the failure of any such action or proceeding. In the event that Continental shall commence any action or legal proceeding on account of such infringements, imitations or challenges, COPA agrees to provide all reasonable assistance requested by Continental in preparing for and prosecuting the same.
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3.D(b)(iv) thereof, the initial term of this Agreement will end and this Agreement will enter the Wind-Up Term. The Wind-Up Term will be in effect for so long as there exists a Continuing Relationship between COPA and Continental. For purposes of this Agreement, “Continuing Relationship” shall mean that Continental and COPA (a) are members of the same global Alliance, and/or (b) are parties to a commercial agreement with respect to frequent flyer cooperation or code share service between Continental and COPA. Although the parties will no longer have a Continuing Relationship, prior to the Applicable Date, COPA may request and Continental shall consider extending the Wind-up Term. As of the date that there ceases to be a Continuing Relationship between COPA and Continental (the “Applicable Date”), the Wind-Up Term will immediately end and the Agreement will automatically terminate. Thereafter, (i) COPA shall cease all use of the Continental/COPA Co-Branded Marks that encompass any Continental Xxxx(s) as part of its airplane paint scheme as soon as practicable but in no event later than within five (5) years of the Applicable Date, (ii) COPA shall cease all use of the Continental/COPA Co-Branded Marks that encompass any Continental Xxxx(s) on airport and other signage as soon as practicable but in no event later than within eighteen (18) months of the Applicable Date, and (iii) COPA shall cease all other use of the Continental/COPA Co-Branded Marks that encompass any Continental Xxxx(s) as soon as practicable but in no event later than within nine (9) months of the Applicable Date. COPA’s post-termination use of the Continental/COPA Co-Branded Marks shall comply with all conditions and limitations set forth in this Agreement, as if this Agreement were still in effect. COPA further agrees that after the Applicable Date it shall not repaint any airplanes with a paint scheme containing the Continental/COPA Co-Branded Marks that encompass any Continental Xxxx(s), nor will it replace or re-stock or otherwise contract any materials containing the Continental/COPA Co-Branded Marks that encompass any Continental Xxxx(s). For example, if one year after the Applicable Date, a COPA airplane needs to be repainted (or a sign replaced), COPA shall not repaint the airplane (or replace the sign) with a paint scheme (or a new sign) containing the Continental/COPA Co-Branded Marks that encompass any Continental Xxxx(s).
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9.3 Post Wind-Up. After the applicable wind-up period, COPA shall not make use of any word, words, term, design, name, trade dress, or xxxx confusingly similar with the Continental Marks so that any such word, words, term, design, name or xxxx would present a likelihood of confusion or otherwise suggest a continuing relationship between COPA and Continental, and Continental shall not make use of any word, words, term, design, name or xxxx confusingly similar with the COPA Marks so that any such word, words, term, design, name or xxxx would present a likelihood of confusion or otherwise suggest a continuing relationship between COPA and Continental.
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12.2. Governing Law. This Agreement shall be interpreted, construed and enforced pursuant to the laws of the State of Texas.
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CONTINENTAL AIRLINES, INC. | COMPANIA PANAMENA DE AVIACION, S.A. | |||||||||
By: | By: | |||||||||
Title: | Title: |
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SCHEDULE 1
CONTINENTAL MARKS
BUSINESSFIRST
CONTINENTAL
CONTINENTAL AIRLINES
CONTINENTAL CARGO
CONTINENTAL VACATIONS
ONEPASS
PRESIDENTS CLUB
PRESTIGE PACKS
QUICKPAK
REWARDONE
WORK HARD. FLY RIGHT.
WORLD OF THANKS
CONTINENTAL MARKS
CONTINENTAL’S GLOBE LOGO (DESIGN) IN COLOR
CONTINENTAL’S GLOBE LOGO (DESIGN) IN BLACK & WHITE
CONTINENTAL & DESIGN
e.g.:
(CONTINENTAL AIRLINES LOGO)
Schedule 1-1
SCHEDULE 1
CONTINENTAL MARKS
CONTINENTAL AIRLINES
“AIRCRAFT LIVERY”
Schedule 1-2
SCHEDULE 2
COPA MARKS
COPA
XXXXXXX.XXX
XXXXXXX.XXX ENTRA, AHORRA Y GANA
COPA AIRLINES
COPA AIRLINES BUSINESS REWARDS
COPA AIRLINES CLASE EJECUTIVA
COPA CONVENCIONES
COPA CONVENTION
COPA AIRLINES CONVENTION
COPAPASS
COPACLUB
COPA CARGO
COPA AIRLINES CARGO
COPA AIRLINES PRIORITY CARGO
COPA COURIER
COPA AIRLINES CORPORATE
COPA VACACIONES
COPA VACATIONS
COPA AIRLINES VACATIONS
E-RRESISTIBLES
VOLANDITO
LA FORMA MAS DIRECTA DE CONECTARSE CON AMERICA
LA GRAN LINEA AEREA DE PANAMA
THE AIRLINE OF PANAMA
HUB OF THE AMERICAS – PANAMA
HUB DE LAS AMERICAS
PANORAMA DE LAS AMERICAS
3-prong beige streak design
COPA AND DESIGN
e.g.:
Schedule 1-2