Business Names Template

BUSINESS NAMES AGREEMENT

This Business Names Agreement (the Agreement) is entered into as of between:

Party A Name:

Party A Address:

Party B Name:

Party B Address:

WHEREAS

WHEREAS, Party A is the owner or has control of certain trade names, fictional business names, or trademarks proposed for use in commerce; and

WHEREAS, Party B desires to engage Party A to assist with the selection, reservation, registration, and/or assignment of specified business names, and Party A agrees to provide such services under the terms and conditions set forth herein; and

WHEREAS, the Parties wish to set forth their respective rights and obligations regarding the use, filing, prosecution, assignment, and ownership of such business names.

DEFINITIONS

For purposes of this Agreement, "Business Names" means any trade names, fictitious names, d/b/a designations, service marks, trademarks, or corporate names listed in the Business Names List below, including reasonable variants and design elements explicitly described.

SCOPE OF WORK

BUSINESS NAMES LIST

The Parties agree the following Business Names are the subject of this Agreement:

REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full right, authority, and capacity to enter into this Agreement and to perform its obligations. Party A further warrants that, to the best of its knowledge, the Business Names do not infringe any valid third-party trademark rights at the time of execution; provided, however, that Party B acknowledges that final clearance is subject to searches and governmental determinations.

ASSIGNMENT, LICENSE OR RESERVATION

The Parties agree that the Business Names will be handled as follows (select applicable option):

Assignment of rights from Party A to Party B (complete assignment documents and transfer filings)

Exclusive license to Party B (subject to terms set forth herein)

Reservation and filing on behalf of Party B (no transfer of ownership)

FILING AND REGISTRATION

Filing Jurisdiction:

Responsible Party for Filings:

The responsible party shall prepare and file all necessary documents and pay required governmental fees as agreed in Payment Terms. All filings shall be executed in the name of the party designated by the Parties.

PAYMENT TERMS

Late payment shall accrue interest at the rate of on unpaid amounts and the non-paying party shall be responsible for collection costs and reasonable attorneys' fees.

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date:

Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for days after written notice. Termination shall not relieve either Party of obligations accrued prior to termination, including payment obligations and post-termination filings necessary to effect assignment or recordation.

CONFIDENTIALITY

Each Party shall maintain in confidence all non-public information provided by the other Party concerning the Business Names, business strategies, financial terms, filings, and proprietary materials (Confidential Information). Confidential Information shall not include information that is publicly known through no fault of the receiving Party, independently developed without reference to Confidential Information, or required to be disclosed by law; provided the disclosing Party is given reasonable notice and an opportunity to seek protective measures.

INTELLECTUAL PROPERTY RIGHTS

Except as expressly set forth in an executed assignment or license, no transfer of ownership of trademarks, trade names, or goodwill is effected by this Agreement. Any assignment shall be executed in writing and recorded with the appropriate authorities. Parties agree to cooperate and execute documents reasonably necessary to effectuate the intent of any assignment or license contemplated herein.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. Venue for any action arising out of this Agreement shall be in the state or federal courts located in that state.

INDEMNITY

Each Party agrees to indemnify, defend and hold harmless the other Party from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from the indemnifying Party's breach of its representations, warranties, or obligations under this Agreement, except to the extent caused by the indemnified Party's gross negligence or willful misconduct.

ENTIRE AGREEMENT

This Agreement, together with any executed assignment, license, or amendment in writing signed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

MISCELLANEOUS

No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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