TRADEMARK LICENSE AGREEMENT
Exhibit
10.3
THIS
AGREEMENT
(“Agreement”) is made effective as of the ___ day of
__________, 20__ (the “Effective Date”), between XXXXX
X. XXXXXX, XX., an individual, with an address at
0000 X. Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx 00000
(“Licensor”); and N8 CONCEPTS,
INC., a Colorado corporation, located at 0000 X.
Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx 00000
(“Licensee”).
RECITALS
A. Licensor
is the owner of the following trademark (the
“Xxxx”):
“RAIL
RAT” (U. S. Serial Number
77/286954).
B. As
of the Effective Date of this Agreement, Licensor is the controlling shareholder
of Licensee.
C. Licensor
and Licensee have had an oral agreement by which License has been able to use
the Xxxx in connection with its business, and the parties now desire to enter
into a written agreement to that effect.
AGREEMENT
1. Licensor
grants Licensee an exclusive license to use the Xxxx (the
“License”) on and in connection with clothing, skateboards,
in-line skates, snow boards, athletic protective pads for skate boarding,
in-line skating, snowboarding, and such other goods and any services as may
be
desired by Licensee from time to time, subject to the advance written approval
of Licensor, which approval will not be unreasonably withheld (collectively,
the
“Goods and Services,” or separately, the
“Goods” or the “Services”).
2. If
Licensor creates one or more new trademarks or service marks appropriate for
the
business of Licensee, the new xxxx(s) can added to this Agreement, and
references in this Agreement to the Xxxx will be deemed to include new xxxx(s),
upon written notification from Licensor to Licensee specifying the new
xxxx(s).
3. In
consideration for this License, Licensee agrees to pay to Licensor an annual
fee
of $100.00.
4. Licensee
agrees to use the Xxxx only in connection with the Goods and
Services. Licensee further agrees to offer only Goods and Services
under the Xxxx that meet the minimum standards and specifications of quality
and
as otherwise established Licensor (the “Standards and
Specifications”). The minimum Standards and Specifications
are set forth or described in the attached Rider, and made a part of this
Agreement.
5. Licensor
has the right to determine whether the Goods and Services being offered by
Licensee are consistent with the Standards and
Specifications. Licensor has the right to require from time to time
that Licensee submit samples of the Goods to Licensor for
inspection. Licensee agrees to provide to Licensor or his
representatives access to its business premises and the business premises of
its
sub-franchisees (as may be permitted below in this Agreement) to enable Licensor
to inspect the Goods or to inspect the performance of the Services (if any
are
sold under the Xxxx). Upon request from Licensor,
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Licensee
agrees to submit to Licensor samples of advertising and promotional materials
bearing the Xxxx that Licensee proposes to use, or is using.
6. Licensee
recognizes and acknowledges that the Xxxx, all rights in the Xxxx, and the
goodwill pertaining to the Xxxx belong exclusively to Licensor, and that all
rights resulting from its use of the Xxxx inure to the benefit of
Licensor.
7. Licensee
agrees that it may sublicense the Xxxx to other parties only with the advance
written approval of Licensor, which approval will not be unreasonably withheld,
and only under agreements (the “Sub-License Agreements”) that
require: (a) that the sub-licensee acknowledges Licensor’s ownership and rights
in the Xxxx, as required of Licensee in the preceding paragraph; and (b) that
the sub-licensee supply the Goods and Services only in conformance with the
Standards and Specifications. Sub-licensees that have been approved
by Licensor, and that have a valid Sub-License Agreement with Licensee, are
referred to below in this Agreement as “Authorized
Sub-Licensees”).
8. Licensee
agrees to strictly enforce the terms of any Sub-License Agreements, unless
otherwise agreed by Licensor.
9. Licensor
warrants that it is the sole owner of all rights in the Xxxx and that this
Agreement and the rights licensed by it do not violate any other party’s rights
or interests. Licensor agrees that Licensee will have no liability,
and Licensor will indemnify, defend, and hold Licensee harmless against any
and
all damages, liabilities, attorneys’ fees or costs incurred by Licensee in
defending against any third-party claims or threats of claims under trademark
or
unfair competition or deceptive trade practices acts arising from Licensee’s or
any of its Authorized Sub-licensees’ use of the Xxxx in accordance with this
Agreement. Licensee may appear through counsel of its own choosing to
defend itself or its sub-licensees against any such action.
10. Licensee
agrees that Licensor shall have no liability, and Licensee will indemnify,
defend, and hold Licensor harmless against any and all damages, liabilities,
attorneys’ fees or costs incurred by Licensor in defending against any
third-party claims or threats of claims arising from the business or products
of
Licensee or its Authorized Sub-Licensees, or Licensee’s or its Authorized
Sub-Licensees’ use of the Xxxx other than in full compliance with this
Agreement. Licensor may, at its own expense, appear through counsel
of its own choosing to defend itself in any such action.
11. The
term of this Agreement and the License granted under it will be 10 years from
the Effective Date. Licensee may terminate this Agreement and the
License at any time upon written notice to Licensor. This Agreement
and the License will be automatically renewed for additional 10-year terms,
and
may not be terminated by Licensor, unless any of the following events occur:
(a)
Licensee ceases to do business; (b) Licensee ceases to operate a business
offering the Goods and Services under the Xxxx and ceases to have Authorized
Sub-Licensees using the Xxxx; (c) Licensee fails to comply with any of the
terms
of this Agreement, provided that Licensee shall have 30 days after the receipt
of written notice from Licensor of the breach in which to cure the breach;
or
(d) Licensor and Licensee agree to an earlier termination or non-renewal of
this
Agreement.
12. Licensor
agrees that if this Agreement expires or terminates for any reason, it will
continue to permit any Authorized Sub-Licensees that are not in default of
their
Sub-License agreements, to continue to use the Xxxx as permitted by their
Sub-License agreements, if those agreements are in compliance with the terms
of
this Agreement; provided however, that Licensee agrees to, and does assign
the
effective Sub-License Agreements to Licensor or its successor or
assigns.
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13. Licensor
may assign or otherwise transfer this Agreement to any party that acquires
the
ownership of the Xxxx. Licensee may not assign or otherwise transfer
this Agreement without the prior written consent of Licensor, which consent
will
not be unreasonably withheld.
14. This
Agreement contains the entire agreement between the parties relating to its
subject matter, and all prior proposals, discussions or writings are
superseded. The terms of this Agreement will be binding upon and will
inure to the benefit of the parties and their successors, heirs, and
assigns.
15. This
Agreement and the Licenses will be governed, construed, and enforced in
accordance with the laws of the state of Colorado. The exclusive
forum for any disputes under this Agreement or otherwise concerning the License
will be the State and Federal Courts located in Colorado.
___________________________
By: ___________________________
Xxxxx
X. Xxxxxx,
Xx. Xxxxx
X. Xxxxxx, Xx.
President
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STANDARDS
AND SPECIFICATIONS RIDER
Licensor
establishes the following initial standards and specifications for the Services
and Goods offered and sold by Licensee under the foregoing License:
[Set
forth the basic standards and specifications for the
Goods.]
Licensor
establishes the following initial standards and specifications for advertising
and promotional materials using the Xxxx:
[Set
forth the basic standards and specifications for advertising and promotional
materials.]
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