Exhibit 10.5
TRADEMARK LICENSING AGREEMENT
This Trademark Licensing Agreement (the "Agreement") dated September ____,
2006, by and between, Nano Holdings International, Inc., a Delaware corporation
(the "Company") and Xxxxxx X. "Xxxxx" Xxxxxx, an individual (the "Trademark
Holder").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Trademark Holder holds the rights to the Registered Trademark
for the term "Shotski's." serial number 76419327, registration number 2877880
(the "Trademark"); and
WHEREAS, the Company desires to license the right to use of the Trademark
from the Trademark Holder.
NOW, THEREFORE, in consideration of the premises and the mutual covenants,
agreements, and considerations herein contained, as well as the payment of $10
and other good and valuable consideration, which the Trademark Holder verifies
and confirms the receipt of, the parties hereto agree as follows:
1. The License.
------------
Trademark Holder agrees to grant the Company a one (1) year non
revocable, exclusive, renewable license to the rights associated with and
the use of the Trademark (the "License"), which License shall automatically
renew for additional one (1) year terms, unless notice is provided by
either party desiring to terminate this Agreement, to the non-terminating
party, at least sixty (60) but no more than ninety (90) days before the end
of the current one (1) year term of this Agreement.
2. Miscellaneous.
-------------
(a) Assignment. All of the terms, provisions and conditions of
----------
this Agreement shall be binding upon and shall inure to the
benefit of and be enforceable by the parties hereto and their
respective successors and permitted assigns.
(b) Applicable Law. This Agreement shall be construed in
---------------
accordance with and governed by the laws of the State of
California, excluding any provision which would require the use
of the laws of any other jurisdiction.
(c) Entire Agreement, Amendments and Waivers. This Agreement
--------------------------------------------
constitutes the entire agreement of the parties regarding the
subject matter of the Agreement and expressly supersedes all
prior and contemporaneous understandings and commitments, whether
written or oral, with respect to the subject matter hereof. No
variations, modifications, changes or extensions of this
Agreement or any other terms hereof shall be binding upon any
party hereto unless set forth in a document duly executed by such
party or an authorized agent or such party.
(d) Section Headings. Section headings are for convenience only
-----------------
and shall not define or limit the provisions of this Agreement.
(e) Effect of Facsimile and Photocopied Signatures. This
---------------------------------------------------
Agreement may be executed in several counterparts, each of which
is an original. It shall not be necessary in making proof of this
Agreement or any counterpart hereof to produce or account for any
of the other counterparts. A copy of this Agreement signed by one
party and faxed to another party shall be deemed to have been
executed and delivered by the signing party as though an
original. A photocopy of this Agreement shall be effective as an
original for all purposes.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
NANO HOLDINGS INTERNATIONAL, INC.
------------------------------------
/s/ Xxxxx Xxxxxx
--------------------------------
Xxxxx Xxxxxx,
Chief Executive Officer
TRADEMARK HOLDER
-----------------
/s/ Xxxxxx X. "Xxxxx" Xxxxxx
----------------------------------
Xxxxxx X. "Xxxxx" Xxxxxx
