LICENSE AGREEMENT
This Agreement made this 22nd day of December, 1999 by and between
Greenfield Consulting Group, Inc., a corporation organized and existing under
the laws of the State of Connecticut, whose principal place of business is
located at 000 Xxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 ("Licensor"), and
Greenfield Online, Inc., a corporation organized and existing under the laws of
the State of Connecticut, whose principal place of business is located at 00
Xxxxx Xxxx, Xxxxxx, Xxxxxxxxxxx 00000 ("Licensee").
WHEREAS the Licensor is the owner of the service xxxx XXXXXXXXXX ONLINE
("Xxxx") and the federal service xxxx application Serial No. 75-694,707 for the
Xxxx, and
WHEREAS it is the desire and the intention of the parties that the Licensee
be permitted to use the Xxxx throughout the world ("Territory").
NOW THEREFORE, in consideration of the above and other valuable
consideration, the parties hereby agree as follows:
1. License. The Licensor grants to the Licensee a perpetual, royalty free
right and license to use the Xxxx in the Territory in connection with full
service marketing research services specializing in utilizing a global computer
information network to conduct business ("Services").
2. Quality of Services. The Licensee shall use the Xxxx only with the
Services rendered by or for the Licensee with the quality of the Services
satisfactory to the Licensor.
3. Exclusivity. Licensor agrees that, effective during the term of this
license, Licensor will itself neither use nor grant any other licenses for the
use of the Xxxx. Notwithstanding any provision of this Agreement to the
contrary, Licensor reserves any and all rights in and related to the Xxxx that
are not explicitly licensed in this Agreement including but not limited to the
right to use, in connection with any and all services, any and all marks (except
for GREENFIELD ONLINE), whether or not currently in use or later adopted and/or
used, that consist of or comprise "Greenfield" as a xxxx or xxxx element.
4. Inspection. The Licensee will permit duly authorized representatives of
the Licensor to inspect the premises of the Licensee, at all reasonable times
and upon reasonable prior written notice for the purpose of ascertaining or
determining compliance with paragraphs 1 and 2 hereof.
5. Use of Xxxx. At Licensor's request, Licensee shall provide Licensor with
samples of all literature, brochures, signs, advertising and promotional
materials prepared by or for Licensee, and licensee shall obtain the approval of
Licensor with respect to all such brochures, signs, advertising and promotional
materials bearing the Xxxx, which approval shall not be unreasonably withheld.
When using the Xxxx under this Agreement, Licensee undertakes
to comply substantially with all laws pertaining to service marks in force at
any time in the Territory.
6. Registration of Licensee. if the law permits, the Licensor may make
application to register the Licensee as a Permitted User or Registered User of
the Xxxx and if necessary, of if requested by the Licensor or its duly
authorized representative, the Licensee undertakes to join in such application
under the conditions of this Agreement and to execute any such documents and to
take such action as may be necessary or requested by the Licensor to implement
such application or retain, enforce or defend the Xxxx.
7. Extent of License. The License herein granted shall not be assignable or
transferable in any manner whatsoever without the prior written consent of the
Licensor except to an entity under common ownership and control of Licensee but
only if such entity agrees also to be bound by all of the terms and conditions
of this Agreement and the license granted in this Agreement.
8. Indemnity. The Licensor assumes no liability to the Licensee or to any
third parties with respect to the quality or performance characteristics of the
Services rendered by the Licensee under the Xxxx or to the use of the Xxxx in
the Territory, and the Licensee shall indemnify and hold harmless Licensor
against all losses, damages and expenses, including attorneys' fees, incurred as
a result of or related to claims of third persons against Licensor involving
Licensee's Services or use of the Xxxx.
9. Termination.
a. Except as otherwise provided below in Section 9(b), this Agreement
shall be perpetual.
b. If the Licensee makes any assignment of assets or business for the
benefit of creditors, or if a trustee or receiver is appointed to
administer or conduct its business or affairs, or if it is adjudged in any
legal proceeding to be either a voluntary or involuntary bankrupt, then all
the rights granted herein shall forthwith cease and terminate without prior
notice or legal action by the Licensor.
10. Ownership and Protection of the Xxxx.
The Licensee acknowledges the Licensor's exclusive worldwide right, title,
and interest in and to the Xxxx, and any state, federal, foreign or
international trade or service xxxx registration and/or application associated
therewith and will not at any time do or cause to be done any act or thing
contesting or in any way impairing or intending to impair any part of such
right, title, and interest. In connection with the use of the Xxxx, the Licensee
shall not in any manner represent that it has any ownership in the Xxxx or any
state, federal, foreign or international registrations and/or applications
thereof, and the licensee acknowledges that use of the Xxxx shall not create in
the Licensee's favor any right, title, or interest in or to the Xxxx. Upon
termination of this Agreement as provided in Section 9(b) above, the Licensee
will cease and desist from all use of the Xxxx and will deliver up to Licensor,
or its duly authorized
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representatives, all material and papers upon which the Xxxx appears, and the
Licensee shall at no time thereafter adopt or use, without the Licensor's prior
written consent, any word or xxxx which is likely to be similar to or to be
confused with the Xxxx.
b. Licensor agrees to take reasonable steps directed towards
terminating any activities deemed by Licensor to infringe on the Xxxx.
Licensee shall notify Licensor in writing of any infringements or
imitations by others of the Xxxx on services similar to those covered by
this Agreement which may come to Licensee's attention. Notwithstanding such
notification by Licensee, Licensor shall have the sole right to determine
whether or not any action shall be taken on account of any such
infringements or imitations. Licensee agrees to assist Licensor to the
extent necessary to protect any of Licensor's rights to the Xxxx, and
Licensor, if it so desires, may commence or prosecute any claims or suits
in its own name or in the name of Licensee or join Licensee as a party
thereto. Licensee hereby further agrees to execute any and all instruments,
declarations, affidavits and other documents reasonably requested by
Licensor and to provide any and all testimony as reasonably requested by
Licensor in connection with the foregoing. In the event that any claim or
cause of action is brought pursuant to this Paragraph 10(b) as a result of
any xxxx or trade name that includes xxxx or trade name elements similar to
"on" or "line" or both or that is used for or otherwise pertains to
services closely related to the Services set forth in Paragraph 1 of this
Agreement, then Licensor and Licensee shall each be entitled, after first
subtracting any and all of Licensor's attorneys fees incurred and
Licensor's other costs related thereto, to one half of the recovery
therefrom including, but not limited to, any damages and/or attorneys fees
awarded and/or profits recovered. Licensee shall, at its own expense, pay
any and all attorneys fees and other costs incurred by Licensee as a result
of Licensee's representation, if at all, by or retainer of its own legal
counsel, experts and/or other persons or entities.
c. Notwithstanding the failure by Licensor to bring any claim or cause
of action with respect to any infringements or imitations of the Xxxx,
Licensee shall not institute any suit or take any action on account of any
such infringements or imitations without first obtaining the written
consent, which consent will not be unreasonably withheld, of the Licensor
so to do. In the event that Licensor does not assert any claim or cause of
action as provided in Paragraph l0(b) above but instead grants permission
for Licensee to assert claims or causes of action, Licensee shall pay any
and all attorneys fees and other costs in connection therewith or related
thereto. In the event of litigation pursuant to this Paragraph 10(c), both
Licensor and Licensee shall each be entitled, after first subtracting any
and all attorneys fees incurred and other costs of litigation, to one half
of the recovery therefrom including, but not limited to, any damages and/or
attorneys fees awarded and/or profits recovered.
d. Licensee agrees to assist Licensor in the procurement of any
protection including the registration of the Xxxx in any states, in the
United States and on any and all foreign and international trademark
registers. Licensee hereby agrees to execute any and all instruments,
declarations, affidavits and other documents reasonably requested by
Licensor and to provide any and all testimony as reasonably requested by
Licensor to accomplish, confirm or maintain the foregoing. Notwithstanding
the foregoing, Licensor shall be under no obligation to procure any
registrations in any state, country, foreign or international register.
Licensee agrees to pay all attorneys fees, filing fees and other costs
associated with procuring and maintaining
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any and all foreign and international registrations. Licensee acknowledges
and agrees that neither Licensee nor any other person or entity controlled
by, related to, successor to or in concert with Licensee shall file any
application or obtain any registration on the Xxxx or on any other xxxx
similar to the Xxxx.
11. Validity. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect, nor shall the invalidity or unenforceability of a portion of any
provision of this Agreement affect the validity or enforceability of the balance
of such provision. If any provision of this Agreement, or portion thereof is so
broad, in scope or duration, as to be unenforceable, such provision or portion
thereof shall be interpreted to be only so broad as is enforceable.
12. Binding Effect. This Agreement shall be binding upon and ensure to the
benefit of the successors and assigns of the parties-hereto; provided, however,
in accordance with Paragraph 6 hereof, the rights of the Licensee hereunder
shall not be assignable or transferable without the prior written consent of the
Licensor.
13. Entire Agreement. This License Agreement represents the entire
understanding between the parties with respect to the subject matter hereof and
supersedes all such other understandings and agreements, whether written or
oral, between the parties.
14. Notices. Any notices required or permitted to be given under this
Agreement shall be deemed sufficiently given if mailed by registered mail,
postage prepaid, addressed to the party to be notified at its address shown at
the beginning of this Agreement, or at such other address as may be furnished in
writing to the notifying party.
15. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Connecticut.
IN WITNESS WHEREOF this Agreement has been executed as of the day and year
first above written.
LICENSOR LICENSEE
GREENFIELD CONSULTING GROUP, INC. GREENFIELD ONLINE, INC.
By /s/ By /s/
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Xxxxxx Xxxxxxxxxx, President Xxxx Xxxxxx, President
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