Business TM Services Agreement

BUSINESS TM SERVICES AGREEMENT

This Business TM Services Agreement (the Agreement) is entered into as of , (Effective Date), by and between Service Provider Name: and Client Name: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing trademark clearance, filing, prosecution, maintenance and related trademark management services (TM Services); and

WHEREAS, Client desires to retain Service Provider to perform TM Services on the terms and conditions set forth in this Agreement, and Service Provider is willing to provide such services pursuant to this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

SCOPE OF WORK

Service Provider shall perform TM Services for Client as described below. The parties may amend the scope in writing by mutual agreement. The services shall include trademark searches, opinion reports, preparation and filing of applications, prosecution responses, monitoring, docketing, maintenance filings and other trademark-related services as agreed.

PAYMENT TERMS

Client shall pay Service Provider for the TM Services in accordance with the terms set forth below. Fees payable hereunder do not include out-of-pocket filing fees, government fees, third-party vendor fees, or other disbursements unless expressly included below.

All payments shall be made in United States Dollars unless otherwise agreed in writing. Service Provider may suspend performance for any undisputed invoices overdue beyond the agreed due date after providing ten (10) days' prior written notice to Client.

TERM AND TERMINATION

This Agreement shall commence on , and shall continue until , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay fees incurred through the effective date of termination and for work performed in good faith prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" shall mean all non-public business, technical, financial, and proprietary information disclosed by one party (Disclosing Party) to the other party (Receiving Party), whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall: (a) maintain the confidentiality of the Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not use Confidential Information for any purpose other than performing obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public without breach of this Agreement by the Receiving Party; (ii) was in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) is rightfully received by the Receiving Party from a third party without obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law or by order of a court of competent jurisdiction, provided the Receiving Party promptly notifies the Disclosing Party of such requirement and cooperates, at the Disclosing Party's expense, in seeking a protective order or other appropriate remedy.

Upon termination or expiration of this Agreement, the Receiving Party shall return or destroy Confidential Information as requested by the Disclosing Party and certify in writing the disposition of such materials. The obligations under this section shall survive termination or expiration for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration if the parties mutually agree in writing; otherwise, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto and any 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 modification of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed and the remainder of the Agreement shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall be deemed to create an agency, partnership or joint venture relationship. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to a successor in interest in connection with a merger or sale of all or substantially all its assets.

Sign Now