Trademark Dispute Agreement

TRADEMARK DISPUTE AGREEMENT

This Trademark Dispute Agreement ("Agreement") is entered into as of Effective Date: by and between Claimant: (Claimant) and Respondent: (Respondent). Each of Claimant and Respondent is hereinafter referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Claimant asserts rights in and to the trademark or service mark identified as (the "Mark"), registered under Registration No. for goods/services described as .

WHEREAS, Respondent has used, applied to register, or otherwise exploited a mark or domain that Claimant alleges infringes, dilutes, or otherwise violates Claimant's rights in the Mark, which dispute is currently identified as Case No. before (the "Action").

WHEREAS, the Parties desire to fully and finally resolve all disputes and claims between them relating to the Mark and the Action without further litigation, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1. "Action" means the litigation or administrative proceedings identified in the Recitals and any related appeals. 1.2. "Confidential Information" means information designated as confidential by either Party in writing, and specifically includes the terms, amounts and existence of settlement payments except as otherwise required by law. 1.3. "Released Claims" means any and all claims, causes of action, demands, obligations, rights, debts, liabilities, and damages, whether known or unknown, that the releasing Party has or may have had against the released Party arising out of or relating to the Mark, the Action, or the use of the allegedly conflicting mark prior to the Effective Date.

2. SETTLEMENT OBLIGATIONS; DISMISSAL

2.1. Dismissal. Within days after the Effective Date, Claimant shall file in the Action a stipulation or motion to dismiss with prejudice all claims asserted by Claimant against Respondent, and Respondent shall not oppose such dismissal provided Respondent has performed all material obligations under this Agreement.

2.2. Court Filings. The Parties shall cooperate to prepare and submit any agreed proposed orders or stipulations to the court or tribunal specified in the Recitals. Each Party shall bear its own costs in preparing such filings unless otherwise expressly provided herein.

3. MONETARY CONSIDERATION

3.1. Payment. In consideration for the releases and covenants set forth herein, Respondent shall pay Claimant the total settlement amount of USD, payable as follows: .

3.2. Escrow or Wire. Payment shall be made to Claimant by wire transfer or deposit to the account designated by Claimant in writing or to an escrow agent mutually agreed by the Parties. Any taxes, withholding or other governmental charges shall be the responsibility of the Party on whom such obligations are imposed by law.

4. LICENSE, COVENANTS AND RESTRICTIONS

4.1. Covenant Not To Sue. Subject to the terms of this Agreement and conditioned upon full performance by Respondent, Claimant covenants not to sue Respondent for infringement, dilution, or other claims arising from Respondent's past or current use of the mark identified in this Agreement in the Territory described as for the goods/services listed in Section 1, provided such use remains materially consistent with Respondent's current use.

4.2. Restrictions. Respondent agrees not to expand use of the disputed mark to classes of goods or services beyond those specified in this Agreement and not to apply for any registration that would create a likelihood of confusion with Claimant's Mark.

5. CONFIDENTIALITY

5.1. Confidential Terms. Except as required by law or court order, the Parties agree that the terms, amount and existence of this settlement are Confidential Information and shall not be disclosed to third parties without the prior written consent of the other Party. Disclosure to a Party's counsel, accountants, insurers or bidders for purposes of a bona fide business transaction is permitted provided such recipients are bound to confidentiality obligations no less protective than those set forth herein.

5.2. Permitted Disclosures. Notwithstanding the foregoing, either Party may disclose Confidential Information to the extent necessary to enforce this Agreement, to comply with applicable law or to report to tax authorities, provided the disclosing Party gives the other Party prompt notice of any compelled disclosure and cooperates in seeking confidential treatment.

6. MUTUAL RELEASE

6.1. Release by Claimant. Subject to receipt of the consideration set forth in Section 3, Claimant, on behalf of itself and its affiliates, heirs, successors and assigns, hereby fully and forever releases and discharges Respondent and its affiliates, officers, directors, employees, agents and assigns from all Released Claims.

6.2. Release by Respondent. Subject to Claimant's performance of its obligations hereunder, Respondent, on behalf of itself and its affiliates, heirs, successors and assigns, hereby fully and forever releases and discharges Claimant and its affiliates, officers, directors, employees, agents and assigns from all claims, demands, and causes of action that Respondent has or may have against Claimant arising from the Mark or the Action.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has full corporate or individual power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement and the performance of its obligations have been duly authorized by all necessary action; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms.

8. INDEMNIFICATION

8.1. Indemnity by Respondent. Respondent shall indemnify, defend and hold harmless Claimant from and against any losses, liabilities, costs (including reasonable attorneys' fees), and damages arising out of a breach by Respondent of any representation, warranty or covenant in this Agreement or Respondent's continued use of the mark in violation of Section 4.

8.2. Indemnity by Claimant. Claimant shall indemnify, defend and hold harmless Respondent from and against any losses, liabilities, costs (including reasonable attorneys' fees), and damages arising out of Claimant's breach of any representation, warranty or covenant in this Agreement.

9. ATTORNEYS' FEES AND COSTS

In the event of any action to enforce this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs incurred in connection with such enforcement in addition to any other relief to which it may be entitled.

10. NOTICES

Claimant Notices

Respondent Notices

11. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a written instrument signed by both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is asserted. The waiver of any breach shall not constitute a waiver of any subsequent breach.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in for resolution of any dispute arising under this Agreement.

13. ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto, 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.

14. SEVERABILITY

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

15. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be deemed original signatures for all purposes.

16. FURTHER ASSURANCES

Each Party shall execute and deliver such further documents and shall take such further actions as may reasonably be required to carry out the provisions and intent of this Agreement.

ADDITIONAL TERMS

Any material breach of this Agreement shall entitle the non-breaching Party to seek specific performance, injunctive relief and any other remedy available at law or in equity. The Parties acknowledge that monetary damages may not be an adequate remedy for certain breaches.

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