Fill and Sign the License Trade Get Form

License of Trade Name and Trademark with Option to Purchase Agreement made on the ________________________ (date) , between _________________________ ( Name of Licensor) , a corporation organized and existing under the laws of _____________________ (Name of State), 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 _________________ (Name of State) , w ith its principal office located at ______________________________ _______________________________ (street address, city, county, state, zip code) , referred to herein as Licensee . 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. Assignment Licensor does hereby assign to Licensee a non-assignable, nontransferable, nonexclusive license for the use of the trade name ______________________________ (Name of Business) , together with the Logo shown in Exhibit A attached hereto and make a part hereof. 2. Royalty Licensee shall pay to Licensor a royalty of _______% of all its gross income resulting from the direct or indirect use of said Trade Name and/or Logo, such royalties to be paid on a monthly basis. Licensee will also submit with each monthly payment, and in summary form at the end of each calendar year, a statement of all gross income in a form acceptable to Licensor. Licensee agrees that Licensor may inspect its books and records on reasonable notice to determine the accuracy of its reporting and payment of royalties. 3. Termination A . Licensee may terminate the license provided for in this Agreement at any time on (e.g., thirty days') ________________ prior written notice. Licensor may terminate the license in the event of a breach of the terms of this Agreement, which breach is not cured within (e.g., thirty days') ______________________ after receipt of written notice of the breach. B. The License granted under this Agreement shall immediately terminate without notice if: (1) Licensee becomes insolvent, is adjudicated bankrupt, files a petition under any bankruptcy law, or is certified as bankrupt pursuant to an involuntary petition; (2) Licensee contests Licensor's ownership, or the validity of, the Trade Name or Logo; or (3) Licensee assigns or transfers, or attempts to assign or transfer, its rights under this Agreement, or sublicenses another to use the Trade Name or Logo. 4. Relationship Licensor and Licensee 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. 5. Option to Purchase A. Grant of Option In consideration of $_____________ and other good and valuable consideration paid by Licensee , the receipt of which is acknowledged, Licensor grants to Licensee the option (the Option ) to acquire the said Trade Name and Logo of Licensor. A. Term of Option The Option shall be effective as of the date of this Agreement and shall expire on ________________________ (date) , unless previously exercised by Licensee or its assigns. B. Exercise of Option The Option may be exercised at any time during its term, by written notice to Licensor , specifying the suggested date for closing the sales transaction, which date shall occur at least _____ days, but no more than _____ days, subsequent to the date of the notice. C. Purchase Price The purchase price shall be $___________. This price shall be payable in cash upon the delivery of the documents necessary to transfer the Trade Name and Logo to Licensee . D. Conduct of Business During the term of the option, Licensor will carry on the business using said Trade Name and Logo in the usual and ordinary manner to and including the closing date of the sale, if any, or any extension of that date, and will not enter into any unusual contracts or make any unusual commitments affecting the operation of the business beyond the closing date without the consent of Licensee . During the term of the option, Licensee , through its agents and representatives, shall have full and complete access, at all reasonable times, to the premises and to all the books and records of Licensor . 6. Entire Agreement This Agreement contains all of the understandings of Licensor and Licensee relating to the subject matter of the Agreement, and supersedes and cancels any prior understandings and agreements between the parties, whether relating to the sale of the business or otherwise. 7. 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. 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 . 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. 12. 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. 13. 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. WITNESS our signatures as of the day and date first above stated. __________________________ __________________________ (Name of Licensor) (Name of Licensee) By: ______________________________ By: _____________________________ ________________________________ _______________________________ (P rinted name & Office in Corporation) (P rinted name & Office in Corporation _________________________________ ________________________________ (Signature of Officer) (Signature of Officer)