Fill and Sign the License Agreement between Auburn University and Form

Trademark Assignment and License AgreementPage 1 of 4 Trademark Assignment and License Agreement Agreement made this day of , 20 , between , a corporation organized and existing under the laws of (Name of Licensor) the state of , with its principal office located at (Name of State) , referred to herein as the Licensor, and (Street Address, City, County, State, Zip Code) , a corporation organized and existing under the laws of (Name of Licensee) the state of , with its principal office located at (Name of State) , referred to herein as the Licensee. (Street Address, City, County, State, Zip Code) Whereas, certain controversies have arisen between the parties with respect to their respective rights in and to (i) a mark consisting of (Description of Design Mark) (the Design Mark), and (ii) that version of the design mark which consists of [the ]; and (Description of Mark) (Name of Mark) Whereas, the parties wish to resolve all those controversies by this Trademark Assignment and License Agreement;Now, therefore, for and in consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the parties agree as follows:I.Assignment. Licensee assigns, conveys and transfers to Licensor any and all right, title and interest it has, or may have, as author, designer, owner, user, licensee, or otherwise, in the design mark and the . Licensee acknowledges Licensor's sole ownership (Name of Mark) of the design mark and the , and that Licensor is free to use and license the (Name of Mark) use of the design mark and the as it may, in its sole discretion, deem (Name of Mark) appropriate.II.License. Licensor grants to Licensee a nonassignable, nontransferable, nonexclusive trademark license for the use of the design mark and the on (Name of Mark) merchandise for sale to customers located in (Type of Merchandise) , subject to the limitations set forth in this Agreement. (Description of Geographic Area) Trademark Assignment and License AgreementPage 2 of 4Licensee may use the design mark on merchandise so long as the (Type of Merchandise) appearance of the mark, the words and other design elements used in connection with it, if any, and the type and quality of the goods, satisfies the standards of Licensor. With respect to the , its use must also meet Licensor standards with respect to the above (Name of Mark) matters, and it may be used only on . Licensee may not sublicense (Type of Goods) its rights under this Agreement. III.Royalty. Licensee shall pay to Licensor a royalty of % and %, respectively, of all its gross sales of material which bears the design mark or the , such royalties to be paid on a monthly basis. Licensee will also submit (Name of Mark) with each monthly payment and in summary form at the end of each calendar year, a statement of all sales by item and item number. Licensee agrees that Licensor may inspect its books and records on reasonable notice to determine the accuracy of its reporting and payment of royalties.IV.Standards. All merchandise sold by Licensee pursuant to this license shall be of quality at least equal to that of products currently sold by it pursuant to , (Name of Standard) and Licensee at least annually will submit representative samples of goods sold by it under the mark for the inspection of Licensor.V. Termination.A.Licensee may terminate the license provided for in this Agreement at anytime on days' prior written notice. Licensor may terminate the license in the event of (number)a breach of the terms of this license Agreement, which breach is not cured within days after receipt of written notice of the breach, or if Licensee ceases (Number)manufacturing or offering for sale authorized merchandise bearing one of the marks for a period of days or greater, in which event it may be terminated as to the mark (Number) which has been discontinued.B. The license granted under this Agreement shall immediately terminate without notice if: (i) Licensee becomes insolvent, is adjudicated bankrupt, files a petition under any bankruptcy law, or is certified as bankrupt pursuant to an involuntary petition; (ii) Licensee contests Licensor's ownership, or the validity of, the design mark or the ; or (iii) Licensee assigns or transfers, or attempts to assign or (Name of Mark) transfer, its rights under this Agreement, or sublicenses another to use the design mark or the . (Name of Mark) Trademark Assignment and License AgreementPage 3 of 4B.On termination of this Agreement for any reason, Licensee shall have days in which to discontinue all use of the marks, including sale by it (number of days)of any remaining merchandise bearing the marks.VI.Relationship. Licensee and Licensor are separate and distinct entities and are neither partners, joint venturers nor agents of the other. Neither party is the legal representative of the other nor has the power to obligate, bind or act for the other in any manner.VII. Time is of the essence of this Agreement.VIII. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. IX.No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.X. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of . (Name of State) XI.Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.XII. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.IX. Mandatory Arbitration. Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. X.Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. Trademark Assignment and License AgreementPage 4 of 4XI.Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.XII.Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.XIII.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.XIV. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.WITNESS our signatures as of the day and date first above stated. (Name of Licensor) (Name of Licensee) By: By: (Signature of Officer) (Signature of Officer) (Printed Name & Office in Corporation) (Printed Name & Office in Corporation)