Trademark Engagement Agreement

TRADEMARK ENGAGEMENT AGREEMENT

This Trademark Engagement Agreement (Agreement) is made effective as of by and between Client Name: , Entity Type: Individual Corporation LLC Other whose principal place of business or mailing address is , and Attorney/Firm Name: , principal place of business at .

RECITALS

WHEREAS, Client owns or controls rights in certain trademarks, trade names and/or service marks described as: (Collectively, the Marks); and

WHEREAS, Client desires to retain Firm to provide trademark legal services including searches, prosecution, maintenance, enforcement and related counselling as set forth herein; and

WHEREAS, Firm has the experience and expertise to perform such services and agrees to represent Client on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Client retains Firm to perform legal services in connection with the Marks, including conducting trademark clearance searches, preparing and filing trademark applications, prosecuting applications before the applicable trademark authority, responding to office actions, monitoring and enforcement advice, preparing assignments and coexistence agreements, and such other services as the parties agree in writing (Services).

1.2 Scope. The specific Services to be provided under this Agreement are:

2. CLIENT COOPERATION; AUTHORITY

2.1 Cooperation. Client shall provide Firm with all information and materials reasonably requested and shall execute all documents necessary for the prosecution, registration and maintenance of the Marks. Failure to timely cooperate may result in withdrawal or termination of Firm's representation.

2.2 Authority. Client represents that Client has full authority to engage Firm and to grant all rights necessary for Firm to prepare, file and prosecute trademark applications on Client's behalf and to take such actions as are required to protect the Marks.

3. FEES, RETAINER, AND BILLING

3.1 Fees. Client agrees to pay Firm's fees in accordance with the following fee arrangement (select applicable fields and describe any other agreed terms): Flat Fee for Filing and Prosecution: ; Hourly Rate (if applicable): .

3.2 Billing and Payment. Firm will render periodic invoices for fees and expenses. Client shall pay invoices within days of receipt. Late payments shall accrue interest at a rate of .

4. EXPENSES AND DISBURSEMENTS

4.1 Reimbursable Expenses. Client shall reimburse Firm for filing fees, official fees, search fees, translation costs, courier charges, foreign counsel fees, recordation fees and other reasonable and necessary out-of-pocket expenses incurred in connection with the Services. Such expenses shall be invoiced as incurred.

4.2 Third-Party Providers. When necessary, Firm may engage third-party vendors or foreign counsel. Client authorizes Firm to incur such third-party costs on Client's behalf and to disclose pertinent information to such third parties as required to perform the Services.

5. OWNERSHIP; ASSIGNMENT

5.1 Ownership. Client represents and warrants that Client is the owner, registrant, or lawful user of the Marks and that Client will retain all ownership rights in and to the Marks. Firm's provision of Services shall not transfer any ownership rights in the Marks to Firm.

5.2 Assignment. If any assignment, recordation or transfer of rights becomes necessary, Firm may prepare and file such documents at Client's direction and expense. Client shall promptly execute any instruments necessary to effectuate assignments requested by Firm.

6. CONFIDENTIALITY

6.1 Confidential Information. Firm will keep confidential all non-public information obtained from Client in the course of representation, except as authorized by Client or required by law or court order. Confidential information does not include information that is publicly available or independently developed by Firm without use of Client's confidential information.

7. CONFLICTS; REPRESENTATIONS

7.1 Conflicts. Firm represents that, except as disclosed in writing to Client, Firm is not aware of any conflict of interest that would preclude representation. Client agrees to notify Firm promptly of any fact known to Client that may create a conflict.

8. TERM; TERMINATION

8.1 Term. This Agreement commences on the Effective Date and continues until the completion of the Services or earlier termination as provided herein. The anticipated initial term or project milestone(s): .

8.2 Termination. Either party may terminate this Agreement upon days' prior written notice. Termination by Client shall not relieve Client's obligation to pay fees and expenses incurred prior to termination.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification. Client shall indemnify and hold Firm, its partners, employees and agents harmless from and against any losses, liabilities, claims, and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, false representations, or misuse of the Marks, except to the extent caused by Firm's gross negligence or willful misconduct.

9.2 Limitation of Liability. Except for liability resulting from gross negligence or willful misconduct, Firm's liability for any claim arising out of or related to this Agreement shall not exceed the total fees paid to Firm by Client under this Agreement for the specific matter giving rise to the claim.

10. FILES AND RECORDS

10.1 Client Files. Firm will maintain a file for Client's matter and will provide copies of relevant documents upon request and payment of any reasonable copying costs. Firm may retain electronic copies in lieu of original documents.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a party designates by written notice.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. This Agreement may be amended only by a written instrument signed by both parties.

12.2 Waiver. The waiver by either party of any breach shall not be construed as a waiver of any subsequent breach.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. SEVERABILITY; ENTIRE AGREEMENT; GOVERNING LAW

13.1 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13.2 Entire Agreement. This Agreement, including any exhibits or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements.

13.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

14. DISPUTE RESOLUTION

14.1 Negotiation and Mediation. The parties agree to first attempt to resolve any dispute arising out of this Agreement through good faith negotiations. If unresolved within days, the parties shall submit the dispute to non-binding mediation.

14.2 Remedies. Nothing in this Section shall prevent either party from seeking injunctive relief or other equitable remedies in a court of competent jurisdiction to prevent irreparable harm.

15. MISCELLANEOUS PROVISIONS

15.1 Relationship of Parties. The parties are independent contracting parties. Nothing contained in this Agreement shall be construed to create a partnership, joint venture, employment relationship, or agency relationship between the parties for any purpose.

15.2 Survival. Provisions of this Agreement that by their nature should survive termination or expiration of this Agreement shall survive, including but not limited to provisions concerning confidentiality, indemnification, limitation of liability, and governing law.

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