Legal Trademark Lease Agreement

LEGAL TRADEMARK LEASE AGREEMENT

This Trademark Lease Agreement (the "Agreement") is made as of by and between Lessor Name: , an entity organized as Corporation LLC Individual with principal place of business at ; and Lessee Name: , an entity organized as Corporation LLC Individual with principal place of business at .

RECITALS

WHEREAS, Lessor is the owner of certain trademark rights, including the mark identified below (the "Leased Mark"), and has the exclusive right to license, lease and enforce said mark;

WHEREAS, Lessee desires to obtain, and Lessor is willing to grant, a lease of rights in the Leased Mark for the uses and under the conditions set forth in this Agreement;

WHEREAS, the parties intend by this Agreement to define the rights, obligations, quality control standards, and remedies relating to Lessee's authorized use of the Leased Mark.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Leased Mark" means the trademark identified as: Mark Name: ; Registration No.: ; Country of Registration: .

2. GRANT OF LEASE

Subject to the terms and conditions of this Agreement, Lessor hereby grants to Lessee a Exclusive Non-Exclusive lease of the Leased Mark for use in connection with the following goods and services: (the "Permitted Uses") and within the Territory defined below.

The rights granted are strictly limited to the Permitted Uses and do not include the right to create derivative marks without the prior written consent of Lessor.

3. TERRITORY AND TERM

"Territory" means: .

The term of this Agreement shall commence on and shall expire on , unless earlier terminated in accordance with Section 12.

4. CONSIDERATION AND ACCOUNTING

As consideration for the rights granted herein, Lessee shall pay Lessor: , payable in accordance with the schedule and accounting procedures set forth below.

Lessee shall keep true and complete books of account and records relating to sales and other transactions under this Agreement for a period of three (3) years and shall permit Lessor or its designated auditor to inspect such records upon reasonable prior notice and during normal business hours.

5. QUALITY CONTROL

Lessee shall use the Leased Mark only in connection with goods and services that meet the quality standards reasonably established and periodically revised by Lessor. Lessor shall have the right to inspect Lessee's use and manufacturing practices upon reasonable notice. Lessee shall, at its own cost, maintain quality control measures sufficient to protect the goodwill associated with the Leased Mark.

Failure by Lessee to comply with Lessor's reasonable quality requirements shall constitute a material breach of this Agreement and shall entitle Lessor to terminate this Agreement in accordance with Section 12.

6. PROSECUTION AND ENFORCEMENT

Lessor retains the exclusive right and duty to prosecute, maintain and defend the registrations and applications for the Leased Mark worldwide. Lessee shall notify Lessor promptly of any infringement, dilution, or unauthorized use of the Leased Mark and shall cooperate fully with Lessor in any enforcement action. Costs of enforcement shall be allocated as follows: .

7. ASSIGNMENT AND SUB-LICENSING

Lessee shall not assign, transfer, sublicense or encumber any rights under this Agreement without the prior written consent of Lessor, which consent shall not be unreasonably withheld when Lessee proposes to assign to an affiliate or in connection with a sale of substantially all of Lessee's assets. Any purported assignment or sublicense without such consent shall be void and constitute a material breach.

8. REPRESENTATIONS AND WARRANTIES

Lessor represents and warrants that: (a) Lessor is the sole owner of the Leased Mark and has the full right and authority to grant the rights herein; and (b) to Lessor's knowledge, the Leased Mark does not infringe third party rights. Lessee represents and warrants that Lessee has the corporate power and authority to enter into this Agreement and will use the Leased Mark in compliance with this Agreement and applicable law.

9. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors and employees (the "Indemnified Party") from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of: (a) the Indemnifying Party's breach of any representation, warranty or covenant contained in this Agreement; or (b) the Indemnifying Party's negligent or willful misconduct.

10. INSURANCE

Lessee shall maintain commercial general liability and product liability insurance with limits customary in the industry and sufficient to protect Lessor from claims arising out of Lessee's use of the Leased Mark. Upon Lessor's request, Lessee shall provide certificates of insurance evidencing such coverage.

11. CONFIDENTIALITY

All non-public information disclosed by either party in connection with this Agreement that is designated as confidential shall be held in confidence by the receiving party and shall not be used except to perform its obligations under this Agreement. This obligation shall survive termination of this Agreement for a period of three (3) years.

12. TERMINATION

Either party may terminate this Agreement upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon expiration or termination, Lessee shall immediately cease all use of the Leased Mark and shall, at Lessor's option, either destroy or deliver to Lessor all materials bearing the Leased Mark.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at their respective addresses set forth below (or to such other address as a party may designate by written notice).

14. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

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.

16. MISCELLANEOUS PROVISIONS

The headings in this Agreement are for convenience only and shall not affect its interpretation. All obligations that by their nature survive termination or expiration shall remain in effect notwithstanding termination or expiration of this Agreement.

The parties have executed this Agreement as of the dates set forth below.

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