Fill and Sign the License Agreement with Regard to Use of Trademarkin Connection with a Manufactured Product Form

License Agreement with regard to use of Trademark in Connection with a Manufactured Product Agreement made on the ________________ (date) , between ____________________ (Name of Licensor) , a corporation organized and existing under the laws of the state of _________________, with its principal office located at ________________________________ ____________________________________________ (street address, city, county, state, zip code) , referred to herein as Licensor , and ______________________ (Name of Licensee) , a corporation organized and existing under the laws of the state of _______________, with its principal office located at ________________________________________________________ _____________________ (street address, city, county, state, zip code) , referred to herein as Licensee . Whereas, Licensor is a manufacturer of (describe product) ______________________ _________________________________________________ (the Product ), having designed and developed said Product; and Whereas, Licensee has established a market for the Product using the trademark pictured in Exhi bit A attached hereto and made a part hereof (the Trademark) ; and Whereas. Licensee desires to obtain license rights to make the Product in accordance with the specifications of Licensor and subsequently market the same under the Trademark. Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Grant Licensor grants to Licensee the right to use the Trademark in connection with the Product, but only so long as such Product are manufactured in accordance with the specifications established by Licensor. 2. Quality Control Representatives of Licensor will provide detailed specifications to Licensee which relate to the materials for and the manufacture of the Product. Representatives of Licensor will have the unqualified right, at any and all reasonable times, and without prior notice, to inspect the materials and manufacturing processes employed by Licensee in the manufacture of the Product. 3. Marking Licensee will mark the Product with a suitable legend, in a form approved in advance by Licensor, indicating that the Product is made under license. 4. Advertising Licensee will submit to Licensor, for prior approval, all of Licensee's proposed advertising with respect to the Product licensed to be sold under the Trademark. 5. Royalty As consideration for the license granted under this Agreement, Licensee agrees to pay to Licensor ______% of Licensee's net selling price of the Product. License fees under this Agreement will be remitted quarterly and Licensee will keep sufficient and accurate books and records to enable verification of the amount due under this Agreement. 6. Termination This Agreement will have an initial term of (e.g., two) _____ years and will automatically be renewed, at the option of Licensee, for successive (e.g., two) _____-year periods, provided, however, that (a) Licensee gives 90 days prior notice of intent to renew; and (b) Licensee will have no right of renewal if Licensee is in breach or default ninety (90) days prior to the end of a (e.g., two) ______-year term. 7. 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. 8. 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. 9. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _______________. 10. Notices 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. 11. 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. 12. 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. 13. 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. 14. 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. 15. 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. 16. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. ____________________________ _______________________________ (Name of Licensor)(Name of Licensee) By:______________________________By:_____________________________ _______________________________________________________ (Printed name & Office in Corporation)(Printed name & Office in Corporation _______________________________________________________ (Signature of Officer) (Signature of Officer)