Business TM Document

Business TM Document

This Business Trademark Services Agreement (the "Agreement") is entered into as of by and between (Service Provider) and (Client). The parties agree as follows:

WHEREAS

WHEREAS, Service Provider possesses technical and legal expertise in managing, filing, and advising on trademarks, and has agreed to provide trademark services to Client in accordance with the terms of this Agreement;

WHEREAS, Client seeks to secure, register, and maintain rights in the mark identified in this Agreement and desires Service Provider to perform the Scope of Work described below in exchange for payment as set forth herein;

WHEREAS, the parties intend that this Agreement define their respective rights and obligations with respect to the trademark work described herein.

PARTIES AND CONTACT INFORMATION

TRADEMARK IDENTIFICATION

Trademark / Mark Name:

Registration or Application Number (if any):

Goods and Services / Class Description:

SCOPE OF WORK

Service Provider shall perform trademark services as set forth below. Services include but are not limited to clearance searches, filing and prosecution support, drafting statements of use, preparing assignments or licensing documents, advising on use and enforcement, and coordinating with outside counsel if necessary. Specific deliverables and milestones shall be described by the parties in the field below.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses set forth below in consideration for the services. Fees stated exclude third-party filing fees, government fees, and outside counsel costs unless expressly included by written agreement.

Unpaid amounts shall accrue interest at a rate of or a flat late fee of per delinquent invoice, whichever is greater. Client shall also reimburse reasonable collection costs and attorneys' fees incurred by Service Provider to collect overdue amounts.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, continues until .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice of breach. Termination does not relieve Client of the obligation to pay Service Provider for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Confidential Information shall not include information that (a) was already in the receiving party's lawful possession without restriction on use or disclosure, (b) becomes generally known to the public through no act or omission of the receiving party, (c) is lawfully received from a third party without restriction, or (d) is independently developed by the receiving party without use of the other party's Confidential Information.

Receiving party shall use Confidential Information solely to perform its obligations under this Agreement, shall not disclose Confidential Information to third parties except as required to perform this Agreement or by law, and shall employ reasonable measures to protect Confidential Information from unauthorized disclosure. Upon termination or expiration of this Agreement, the receiving party shall return or destroy Confidential Information at the disclosing party's request.

Client and Service Provider acknowledge their obligations under this Confidentiality provision.

INTELLECTUAL PROPERTY AND RIGHTS

Client represents and warrants that it has the right to use the trademark material provided to Service Provider and that such material does not infringe third-party rights. Service Provider's performance of services does not guarantee registration or enforceability of the mark. Unless expressly set forth otherwise, Client retains all ownership rights in its trademarks and related goodwill; Service Provider shall not claim ownership of Client's marks.

INDEMNIFICATION

Each party shall indemnify, defend, and hold harmless the other party from and against any losses, liabilities, damages, and expenses arising out of a breach of its representations, warranties, or obligations under this Agreement, except to the extent caused by the indemnitee's gross negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. Exclusive venue for any action arising out of this Agreement shall be the state or federal courts located in the selected jurisdiction, unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT

This Agreement, including any exhibits or written amendments 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. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

SEVERABILITY; WAIVER

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. No delay or failure to exercise any right shall constitute a waiver of that right unless made in writing.

Sign Now