EXHIBIT 10.7 TRADEMARK LICENSE AGREEMENT WITH COLOR-SPEC TECHNOLOGIES, INC.
TRADEMARK LICENSE AGREEMENT
This Trademark License Agreement ("Agreement") is by and between Color-
Spec Technologies, Inc., a Colorado corporation having it principal place of
business at 0000 X. 0xx Xxxxxx, Xxxxxx, XX 00000, ("Licensor") and Real Estate
Opportunities, Inc., d/b/a PocketSpec Technologies, Inc., a Colorado corporation
having it principal place of business at 0000 X. 0xx Xxxxxx, Xxxxxx, XX 00000
("Licensee"), to become effective on the date of last signature below (the
"Effective Date").
RECITALS
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WHEREAS, Licensor is engaged in design and development of electronic color
and light analyzer devices in connection with its use of its distinctive xxxx
"POCKETSPEC" and "POCKETSPEC TECHNOLOGIES, INC." ("the POCKETSPEC marks").
WHEREAS, Licensee is in the business of, among other things, manufacturing
and sales of electronic light analyzer devices. In connection with this aspect
of its business, Licensee seeks to use the POCKETSPEC marks in association with
the manufacturing, marketing and sale of certain electronic light analyzer
devices.
WHEREAS, Licensee desires to obtain a license to the POCKETSPEC marks from
Licensor, and Licensor desires to provide such a license to Licensee pursuant to
the following terms and conditions.
TERMS AND CONDITIONS
In consideration of the mutual covenants contained herein and for other good and
valuable consideration, including the technology licensing arrangement and
corresponding consideration between the parties, the sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. DEFINITION.
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1.1 Electronic Devices means the hand held electronic color and light
analyzer devices that are being manufactured pursuant to a technology license
agreement between Licensee and Licensor.
1.2 Licensed Marks means the marks identified on Appendix A attached
hereto.
1.3 Territory means the United States of America.
2. LICENSE GRANT.
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Subject to all the terms and conditions hereof, Licensor grants to Licensee
an exclusive, non-transferable and non-assignable right to use the Licensed
Marks in the Territory, solely in connection with the manufacturing, marketing
and sales of the Electronic Devices, and the rights to sublicense such uses.
Licensee shall use the Licensed Marks only in the form and manner and with
appropriate legends and markings as prescribed from time to time by Licensor.
3. QUALITY CONTROL.
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Licensee agrees that all services promoted and/or provided under the
Licensed Marks, and all uses of the Licensed Marks in association with the
Electronic Devices shall be of a nature and quality conforming to standards
approved by Licensor. Licensor has the right to ensure that the nature and
quality of the services offered, and the goods manufactured and sold by Licensee
under the Licensed Marks conform to standards approved by Licensor and are
maintained at a level which reflects the high standards of Licensor, including
having Licensor's duly authorized representatives inspect Licensee's use of the
Licensed Marks at mutually convenient times.
4. RIGHTS OF THE PARTIES.
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Licensee agrees that all use of the Licensed Marks by Licensee shall inure
exclusively to the ownership benefit of Licensor. Licensee acknowledges that
Licensor is the sole owner of all right, title and interest in and to the
Licensed Marks. Licensor shall be responsible for taking all actions to register
the Licensed Marks and comply with necessary post-registration filings at the
U.S. Patent and Trademark Office.
5. ENFORCEMENT AND PROTECTION OF LICENSED RIGHTS.
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Licensor shall have the sole and exclusive right, with Licensee's
reasonable cooperation, to pursue protection of the Licensed Marks and to
enforce Licensor's rights in the Licensed Marks against third party infringers.
The expenses of any such enforcement, including legal proceedings relating
thereto, shall by paid by Licensor and any and all recoveries from a lawsuit or
settlement shall go solely to Licensor. Licensee agrees to notify Licensor
promptly of any suspected infringement of the Licensed Marks which may come to
its attention and further agrees to assist Licensor, at Licensor's reasonable
request, in any lawsuit or any other dispute involving the Licensed Marks.
6. TERM AND TERMINATION.
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The term of this Agreement shall commence on the Effective Date and
continue for a period of ten (10) years unless this Agreement is terminated at
an earlier time. This term shall automatically be renewed for an additional five
(5) year term unless either party provides, at least sixty (60) days prior to
the expiration of the term, written notice of non-renewal of the Agreement.
Either party may terminate this Agreement at any time upon thirty (30) days
written notice to the other party, without cause. This Agreement will
automatically terminate if, at any time, Licensee discontinues use of the
Licensed Marks, as authorized herein, for a period of two (2) months.
7. EFFECT OF TERMINATION.
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In the event of termination of this Agreement, Licensee shall immediately
and permanently cease all use of the Licensed Marks. Licensee further covenants
and agrees that Licensee shall at no time following the termination of this
Agreement use any marks confusingly similar to the Licensed Marks.
8. RELATIONSHIP OF THE PARTIES.
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Licensor and Licensee agree that their relationship is that of owner and
non-exclusive licensee, respectively, of the Licensed Marks. This Agreement does
not establish any agency, joint venture, or partnership relationship between the
parties. Licensee shall have no right or authority to act for, or to bind the
Licensor in any way, or to sign the name of Licensor or to represent that
Licensor is in any way responsible or liable for the acts, written or oral
statements, or omissions of Licensee.
9. LIMITATIONS OF LIABILITY AND INDEMNIFICATION.
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LICENSOR ASSUMES NO LIABILITY TO LICENSEE OR THIRD PARTIES WITH RESPECT TO
ANY SERVICES OFFERED OR GOODS MANUFACTURED AND SOLD BY LICENSEE IN CONNECTION
WITH ANY RIGHTS GRANTED UNDER THIS AGREEMENT. Licensee agrees to indemnify and
hold harmless Licensor, its officers, directors, agents, employees,
subsidiaries, and attorneys against all claims, demands, liabilities, suits,
actions, or losses, including all reasonable expenses and attorneys' fees,
incurred by or imposed on Licensor, its agents or employees, through claims,
demands, suits or actions of third parties involving any services provided or
goods manufactured, marketed and sold by Licensee in connection with use of the
Licensed Marks.
10. GENERAL PROVISIONS.
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10.1 Transferability. This Agreement is personal to Licensee, and any
assignment or any other attempted transfer by Licensee without prior written
consent of Licensor, which consent shall not be unreasonably withheld, shall be
null and void.
10.2 Entire Agreement. This Agreement sets forth the entire Agreement and
understanding of the parties hereto and supersedes all previous oral and written
representations or agreements relating to the subject matter hereof.
10.3 Modifications. No modifications, amendments or supplements to this
Agreement shall be effective for any purpose unless agreed to in writing signed
by both parties.
10.4 Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Colorado. The parties further agree
that all lawsuits or other legal actions relating to or arising from this
Agreement shall be commenced and prosecuted only in courts of competent
jurisdiction located within the State of Colorado.
10.5 Severability/Non-waiver. Licensor and Licensee acknowledge that if any
provision of this Agreement violates or contravenes any law, such provision
shall be deemed severed and not a part hereof and the remainder hereof shall be
in full force and effect. The parties further acknowledge that no delay or
omission on the part of either party in exercising any right under this
Agreement shall operate as a waiver of such right or any other right; that no
waiver of any right under this Agreement shall be binding unless it is in
writing and signed by a duly authorized representative of both Licensor and
Licensee; and that a waiver on one occasion shall not be construed as a bar to
or a waiver of any right on any future occasion.
10.6 Notices. Any required notices hereunder shall be given in writing by
certified mail or overnight express delivery service (such as FedEx) at the
address of each party below, or to such other address or as either party may
ubstitute by written notice. Notice shall be deemed served when delivered or, if
elivery is not accomplished by reason or some fault of the addressee, when
tendered.
If to Licensor: Color-Spec Technologies, Inc.
Attn: Chief Executive Officer
Address: 0000 X. Xxxxxx Xxxxxx
Xxxxxx, XX 00000
If to Licensee: Real Estate Opportunities, Inc. d/b/a
PocketSpec Technologies, Inc.
Attn: Chief Executive Officer
Address: 0000 X. Xxxxxx Xxxxxx
Xxxxxx, XX 00000
IN WITNESS WHEREOF, each party hereto has had this Agreement executed by their
duly authorized representative.
Color-Spec Technologies, Inc.
Real Estate Opportunities, Inc., d/b/a PocketSpec
Technologies, Inc.
By: /s/
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Print Name:
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Date: -----------------------------
By: /s/
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Print Name:
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Date:
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APPENDIX A
Licensed Marks are as follows:
1. POCKETSPEC, Federal Trademark Application, Serial No.
76/180757, filed
December 14, 2000.
2. POCKETSPEC TECHNOLOGIES, INC., Federal Trademark
Application to be filed by Licensor on October 5, 2001.
