Business Mark Document

BUSINESS MARK AGREEMENT

Parties

Mark Owner:

Owner Address:

Licensee:

Licensee Address:

Recitals

WHEREAS, Mark Owner is the lawful owner of the business mark, trade name, logo and associated goodwill identified as the "Business Mark" and has all right, title and interest in and to the Business Mark; and

WHEREAS, Licensee desires to obtain, and Mark Owner is willing to grant, a limited license to use the Business Mark in accordance with the terms set forth in this Agreement for the purpose of marketing, distribution, and sale of goods or services described in the Scope of Work; and

WHEREAS, the parties intend that the rights granted and obligations undertaken by each party be set forth in a written agreement that defines permitted uses, quality controls, compensation, and the term and conditions of termination.

Scope of Work

Grant; Ownership; Quality Control

1. Grant of License. Subject to the terms and conditions of this Agreement, Mark Owner grants to Licensee a license to use the Business Mark solely for the activities described in the Scope of Work and in the territories expressly licensed below.

2. Ownership. Title to and ownership of the Business Mark shall remain vested exclusively in Mark Owner. Licensee shall not contest Mark Owner’s ownership and shall not register the Business Mark or any confusingly similar mark in any jurisdiction.

3. Quality Control. Licensee shall at all times maintain the quality of goods and services associated with the Business Mark at a level acceptable to Mark Owner. Mark Owner shall have the right to inspect Licensee’s use and require corrective measures for nonconforming uses.

Payment Terms

All payments are exclusive of taxes. Licensee shall pay any applicable sales, use, value-added, or other transaction taxes arising from payments under this Agreement, except taxes based on Mark Owner’s net income.

Term and Termination

Effective Date: Term End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured after delivery of written notice and expiration of the notice period specified above. Upon termination, Licensee shall immediately cease all use of the Business Mark and destroy or return all promotional materials bearing the Business Mark as directed by Mark Owner.

Confidentiality

Each party acknowledges that in the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in tangible form or identified as confidential at the time of disclosure. Each receiving party shall (i) hold Confidential Information in confidence using at least the same standard of care it uses for its own confidential information, (ii) use such Confidential Information only to perform obligations or exercise rights under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, agents, or professional advisors who have a need to know and who are bound to confidentiality obligations no less restrictive than those contained herein. Confidential Information does not include information that is or becomes publicly known without breach by the receiving party, is rightfully received from a third party without restriction, or is independently developed.

Indemnification; Limitation of Liability

Licensee shall indemnify, defend and hold harmless Mark Owner, its officers and affiliates from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) arising out of Licensee’s use of the Business Mark, breach of this Agreement, or violation of applicable law. Except for willful misconduct or gross negligence, neither party shall be liable for indirect, consequential, special or punitive damages.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall use good faith efforts to resolve disputes through negotiation before initiating litigation or arbitration.

Assignment; Severability; Entire Agreement

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Mark Owner may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets. If any provision of this Agreement is found unenforceable, the remaining provisions will continue in full force and effect. This Agreement constitutes the entire agreement between the parties relating to the Business Mark and supersedes all prior and contemporaneous agreements, understandings, and representations.

Representations and Certifications

Each party represents and warrants that it has full power and authority to enter into this Agreement and perform its obligations hereunder, and that the execution and delivery of this Agreement have been duly authorized by all necessary corporate or organizational action.

Sign Now