TRADEMARK LICENSE
THIS AGREEMENT is by and between the AMERICAN FARM BUREAU FEDERATION, an Illinois corporation with a principal business address at 000 Xxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxxx 00000 (hereinafter called “AMERICAN”) and FARM BUREAU LIFE INSURANCE COMPANY, an Iowa corporation with its principal business address at 0000 Xxxxxxxxxx Xxxxxx, Xxxx Xxx Xxxxxx, Xxxx 00000 (hereinafter called “LIFE”).
WHEREAS, LIFE is a wholly-owned subsidiary of the IOWA FARM BUREAU FEDERATION, an Iowa corporation (hereinafter called “IOWA”) which is affiliated with and a member of AMERICAN; and
WHEREAS, LIFE was established for the purpose of providing life and health insurance and investment type services for the benefit of members of IOWA and other state Farm Bureaus affiliated with AMERICAN; and
WHEREAS, AMERICAN is the owner of all right, title and interest in and to the designation FB Design (hereinafter called “the Xxxx”) and in to United States Service Xxxx
Registration No. 985,201 (a copy of which is attached hereto as Exhibit A), issued May 28, 1974, covering the Xxxx; and
WHEREAS, LIFE desires to use the Xxxx under license from AMERICAN;
NOW, THEREFORE, in consideration of the mutual promises set forth below, the parties hereby agree as follows:
1. AMERICAN grants to LIFE, and LIFE accepts, a non-exclusive, royalty free license to use the letters FB in the particular design format shown in Exhibit A in connection with promoting the interests of farmers, insurance underwriting and financial planning products and services, and mutual funds in Iowa, Nebraska, Minnesota, Utah, Wisconsin, South Dakota, and any other states in which LIFE, its subsidiaries and affiliates do business now and at any time in the future.
2. LIFE agrees that nothing herein shall give it any right, title or interest in or to the Xxxx (except the right to use as a licensee in accordance with the terms of this license, the By-Laws of AMERICAN, and the membership agreement currently in force between IOWA and AMERICAN or such other membership agreements as they may execute in the future); that the Xxxx and the letters FB are the sole property of AMERICAN; and that any and all use of the Xxxx and the letters FB inures and has always inured to the benefit of AMERICAN.
3. For the duration of this agreement, and thereafter, LIFE agrees that it will not attack the title or any rights of AMERICAN in and to the Xxxx or attack the validity of this license.
4. For the purpose of AMERICAN continuing to maintain uniform control over the nature and quality of the services rendered by LIFE under the Xxxx, LIFE agrees to maintain its services under the Xxxx in a manner consistent with the membership agreement currently in force between IOWA and AMERICAN or such other membership agreements as they may execute in the future, with AMERICAN’s By-Laws, and with the philosophies, policies and organizational objectives of AMERICAN. LIFE agrees further to permit AMERICAN or its authorized representatives to observe LIFE’s business activities and operations and to inspect LIFE’s premises, facilities and records during regular business hours.
5. LIFE agrees to promptly notify AMERICAN in writing of any suspected infringement of the Xxxx and/or of any claim made against the Xxxx or adverse to or conflicting with AMERICAN’s ownership thereof.
6. The termination of IOWA’s membership in AMERICAN shall automatically terminate this Agreement and LIFE’S license to use the Xxxx under this Agreement. AMERICAN shall be entitled to terminate this license as provided for by the membership agreement currently in force between IOWA and AMERICAN or such other
membership agreements as they may execute in the future or if LIFE commits a material breach of this license and within sixty (60) days after written notice thereof fails to cure such breach or, in the case of a breach which cannot be cured, fails to take reasonable action to prevent recurrence. AMERICAN agrees that, in the event that AMERICAN adopts a national or uniform logo, trademark or service xxxx of its own in the future, whether similar to or distinct from the Xxxx, LIFE and its subsidiaries and affiliates shall be allowed during the term of this Agreement to continue the use of the Xxxx in connection with the activities described in this Agreement in any and all states in which LIFE now or hereafter does business.
7. AMERICAN agrees to grant the use of the Xxxx, on the same terms as herein granted to LIFE, to other state Farm Bureaus and their respective subsidiaries and affiliates upon their request, if LIFE and its subsidiaries and affiliates provide insurance, financial planning, and mutual fund products and services in such other states, provided that such other state Farm Bureaus remain members of AMERICAN.
8. The protection and policing of the Xxxx, including the institution of proceedings in the appropriate tribunals to prevent trademark, service xxxx or trade name infringement, unauthorized use of the Xxxx, colorable imitations, unfair competition and/or the registration by others of confusingly similar marks, shall be under the sole control and at the sole discretion of AMERICAN. However, LIFE shall furnish such assistance to AMERICAN as may be requested, including becoming a party to the action. The responsibility for costs of all policing of the Xxxx shall be a matter of agreement between the parties, as shall each party’s share of any monetary awards, such as damages or attorney’s fees, resulting from any of the aforesaid proceedings.
9. LIFE agrees always to use the notice “®” in conjunction with the Xxxx.
10. This Agreement shall continue in force, without a limitation in term, unless terminated in accordance with Paragraph 6 of this Agreement.
11. Any notice given by either party hereunder shall be deemed to have been properly given if sent by registered or certified mail to the last know principal address of the other party.
AMERICAN FARM BUREAU FEDERATION
BY: /s/ Xxxx X. Xxxxxxxx
(SEAL) TITLE: President
DATED: May 20, 1987
Witness:
/s/ C. Xxxxx Xxxxxxxx
Secretary
FARM BUREAU LIFE INSURANCE COMPANY
BY: /s/ Xxxxxx X. Xxxxxx
(SEAL) TITLE: President
DATED: May 20, 1987
Witness:
/s/ Xxxxxx X. Xxxxxxx
Secretary
Exhibit A
United States Patent Office
985,201
Registered May 28, 1974
PRINCIPAL REGISTER
Service Xxxx
Ser. No. 449,604, filed Feb. 23, 1973
[FB Xxxx]
Farm Bureau Life Insurance Company (Iowa corporation)
0000 Xxxx Xx.
Xxx Xxxxxx, Xxxx 00000
For: INSURANCE UNDERWRITING SERVICES, in CLASS 102 (INT. CL. 36).
First use Apr. 1, 1972; in commerce on or about Apr. 1, 1972
The drawing is lined for the color red, but no claim is made to color.