Agreement to License Business Trade Name

Agreement to License Business Trade Name

THIS AGREEMENT made as of the day of , 20 , by and between , a corporation having its principal place of business at (Licensor) and , a corporation having its principal place of business at (Licensee);

WHEREAS for many years, Licensor has used (the Mark) as a trade name, such use as a trade name having commenced at least as early as , such use having been continuous and extensive down to the present time throughout the United States;

WHEREAS, over the years since at least as early as , public recognition, favorable reputation and goodwill have been associated with and embodied in the Mark, principally in connection with Licensor’s business of which business has been conducted under the Mark throughout the United States;

NOW, THEREFORE, in consideration of the mutual covenants and promises herein provided, the parties hereto agree as follows:

1. Grant of Rights

Licensor grants to Licensee the nonexclusive right to use the Mark as a trade name in connection with goods or services, including but not limited to .

2. Compensation

In consideration of the rights granted to Licensee under paragraph 1 of this Agreement, Licensee agrees to pay to Licensor for so long as this Agreement shall remain in effect, a royalty of $ per month. Such payments shall be made on or before the 15th day of each month beginning on the 15th day of , 20 .

3. Quality Control

A. Licensee recognizes that Licensor has built up a reputation as a provider of the highest quality and that Licensor’s reputation and goodwill associated with the Mark extend throughout the United States.

B. The parties recognize that Licensee, by virtue of its relationship to Licensor, has an interest equal to that of Licensor in protecting and fostering the good reputation and public perception of high quality associated with the Mark; accordingly, Licensee will conduct and direct its business in the use of the Mark as to maintain said good reputation and the public perception of high quality associated with the Mark.

C. Licensee accepts the obligations set forth in this Paragraph 3 to maintain proper control of the nature and quality of sold or rendered and the business carried on by itself and/or its subsidiaries under or associated with the Mark; failure of Licensee to fulfill its obligations under this Paragraph shall be deemed a material breach of this Agreement under Paragraph 5 hereof.

4. Term and Termination

Unless sooner terminated as herein provided, this Agreement shall remain in full force and effect for a period of three years from the date first above written, and thereafter from year to year, unless terminated by either party on written notice to the other given at least six (6) months prior to the expiration of the then-current term.

5. Material Breach

Upon Licensee’s Material Breach, as hereinafter defined, of this Agreement, Licensor shall have the right to terminate this Agreement, provided that Licensor first gives written notice of such breach to Licensee and gives Licensee days to cure or to take effective steps to cure the breach.

Material Breach shall include Licensee’s:

A. Failure to make any payment under this Agreement,

B. Failure to take effective steps to fulfill its obligations under Paragraph 3 hereof,

C. Failure to fulfill any of its other obligations under this Agreement.

Upon or before expiration of such day period to cure, Licensee shall inform Licensor in writing of any cure or any steps it has taken to cure such Material Breach. If, in Licensor’s sole discretion, such steps are not effective to cure the Material Breach, Licensor may immediately terminate this Agreement and all of the rights of Licensee.

7. Assignment

This Agreement shall be deemed to inure to the benefit of and to bind the parties hereto and their respective successors and assigns, and shall not be assignable by Licensee without the prior written consent of Licensor.

8. Finding of Invalidity

If any provision or provisions of this Agreement shall be held to be invalid or unenforceable, such holding shall not be deemed to terminate or cancel this Agreement, but the remainder thereof shall be given effect.

9. Entire Agreement

The parties recognize and agree that this Agreement formalizes the rights heretofore granted to and exercised by Licensee and that this Agreement from the date hereof shall be deemed to contain the entire agreement between the parties and may not be released or modified in any manner except by an instrument in writing signed by a duly authorized officer of each of the parties.

10. Governing Law

This Agreement shall be deemed to have been made in and shall be governed by the laws of the State of .

11. Notices

All notices, requests or other communications required or given in connection with this Agreement shall be in writing and shall be deemed given or made on the date hand delivered by one party to the other or the date mailed by registered or certified mail by the party giving the same to the other party at the address set forth above, or such other address as shall have been given by written notice.

12. Independent Contractors

Licensee acknowledges that it is not, and shall not hold itself out as, a joint venturer, franchisee, partner, employee, servant, representative or agent of Licensor. It is expressly agreed that the parties hereto are acting hereunder as independent contractors, and under no circumstances shall any of the employees of one party be deemed the employees of any other party for any purpose. This Agreement shall not be construed as authority for any party to act for another party in any agency or other capacity, or to make commitments of any kind for the account of or on behalf of another party except to the extent and for the purposes expressly provided for herein.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written.