TrademarkLicenseAgreement商标许可协议完整篇doc.docx

1、TrademarkLicenseAgreement商标许可协议完整篇docTrademark License Agreement商标许可协议 - This Trademark License Agreement (this Agreement ) is made as of _,_,_ (M/D/Y), by and between AAA Corporation,(the Company ) and BBB Corporation, a _(STATE) corporation ( BBB ). WHEREAS, BBB is the owner of the trademark and t

2、radename BBB and registrations and applications therefor in the forms set forth on Schedule A attached hereto (the LICENSED TRADEMARK(s) ).WHEREAS, the Company designs, manufactures, markets and services networking and switching products for storage networks, data networks and telecommunications net

3、works and services related to such products (the COMPANY BUSINESS ).WHEREAS, the Company has been an indirect wholly owned subsidiary of BBB;WHEREAS, the Company is issuing shares of Class B Common Stock to the public in an offering registered under the Securities Act of 1933, as amended, as contemp

4、lated by a registration statement on Form S-1, as supplemented and amended from time to time (the IPO andWHEREAS, following the IPO, the Company desires to continue to use the LICENSED TRADEMARK(s) in connection with the COMPANY BUSINESS for one year and BBB is willing to grant to the Company the ri

5、ght to use the LICENSED TRADEMARK(s) for one year on or in connection with the COMPANY BUSINESS, such use subject to the terms and conditions of this Agreement.NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties, intending to be legally bound, hereto ag

6、ree as follows:Trademark License Agreement商标许可协议 - A. AAA owns and uses the name and/or trademark AAA, and _(Country) Federal Trademark Reg. No._ therefor, in connection with its Internet-related software products, services and technology; B. BBB produces Web sites and performs other Internet-relate

7、d services; C. BBB desires to use the trademark AAA in AAA Guide and AAAs N design horizon logo ( Logo ) (the Logo, the phrase AAA Guide and AAA being collectively referred to herein as the Marks as such Marks are more fully described in Exhibit A) as part of the title AAA Guide by BBB in connection

8、 with Internet navigation and directory services; and D. AAA is willing to permit such use of the Marks under the terms and conditions set forth in this Agreement. NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:1. GRANT OF LICENSE.1.1 GRANT OF LICENSE. AAA hereby grants to BBB a non-exclusive, nontrans

9、ferable, worldwide license to use the Marks in the title AAA Guide by BBB solely in conjunction with Internet navigation and directory services (the Navigational Services ) which shall, in part, promote AAAs products and services, may be jointly developed by AAA and BBB, and which services shall res

10、ide on BBBs Website deploying BBBs servers or such other mirror site servers as AAA shall approve. BBB may only use the Marks as a collective whole and shall not separately use any element or elements of the Marks. Notwithstanding the foregoing, AAA acknowledges that it shall not seek to prevent BBB

11、 from using the word Guide separate and apart from the Marks.1.2 RESERVATION OF RIGHTS. AAA hereby reserves any and all rights not expressly and explicitly granted in this Agreement, including AAAs right to authorize or license use of the Marks or any other trademarks or names containing AAA, to any

12、 third party for use in connection with any goods and services, including, but not limited to, Internet navigation and directory services.2. LICENSE FEE. For the rights granted to BBB herein, BBB shall pay AAA a one-time non-refundable license fee of _($,_) at the time of the execution of this Agree

13、ment. The license fee due hereunder is exclusive of any applicable taxes. BBB shall be responsible for all applicable national, state and local taxes, value added or sales taxes, exchange, interest, banking, collection and other charges and levies and assessments pertaining to payments other than _(

14、Country) taxes based on AAAs net income. If BBB is required by law to make any deduction or to withhold from any sum payable to AAA by BBB hereunder, (i) BBB shall effect such deduction or withholding, remit such amounts to the appropriate taxing authorities and promptly furnish AAA with tax receipt

15、s evidencing the payments of such amounts, and (ii) the sum payable by BBB upon which the deduction or withholding is based shall be increased to the extent necessary to ensure that, after such deduction or withholding, AAA receives and retains, free from liability for such deduction or withholding,

16、 a net amount equal to the amount AAA would have received and retained in the absence of such required deduction or withholding.3. OWNERSHIP OF MARKS.3.1 AAA OWNERSHIP. BBB hereby acknowledges that AAA is the owner of the Marks, and any trademark applications and/or registrations thereto, agrees tha

17、t it will do nothing inconsistent with such ownership and agrees that all use of the Marks by BBB shall inure to the benefit of AAA. BBB agrees that nothing in this Agreement shall give BBB any right, title or interest in the Marks other than the right to use the Marks in accordance with this Agreem

18、ent. BBB agrees not to register or attempt to register the Marks or the Logo as a trademark, service mark, Internet domain name, trade name, or any similar trademarks or name, with any domestic or foreign governmental or quasi-governmental authority which would be likely to cause confusion with the

19、Marks. The provisions of this paragraph shall survive the expiration or termination of this Agreement.3.2 OWNERSHIP BY BBB. AAA acknowledges that BBB is the owner of BBBs trademarks and/or registrations thereto and agrees that it will do nothing inconsistent with such ownership. BBBs trademarks incl

20、ude the name BBB and any derivative BBB-based mark and the BBB logo.4. USE OF THE MARKS; PROTECTION OF THE MARKS.4.1 PROPER USE. BBB agrees that all use of the Marks shall only occur in connection with the Navigational Services and shall be in strict compliance with the terms of this Agreement. BBB

21、may use the Marks as set forth in Section 1.1 as well as in connection with the promotion of the Navigational Services. BBB shall use the Marks in conformance with AAAs trademark guidelines ( Trademark Guidelines ), set forth in Exhibit B, which Trademark Guidelines may be revised by AAA from time t

22、o time. BBB agrees not to use any other trademark or service mark in combination with the Marks other than as described in Section 1.1. BBB has no right to sublicense, transfer or assign the use of the Marks or use the Marks for any other purpose other than the purpose described herein. BBB may not

23、use the Mark in connection with, or for the benefit of, any third partys products or services. BBB further agrees not to use the Marks on any products or services that are deemed by AAA, in its reasonable judgment, to be directly, explicitly or maliciously disparaging of AAA or its products. or prod

24、ucts that are themselves unlawful or whose purpose is to encourage unlawful activities by others.4.2 QUALITY STANDARDS. BBB agrees to maintain a consistent level of quality of the Navigational Services performed in connection with the Marks substantially equal to that found in BBBs existing Web site

25、 services. BBB further agrees to maintain a level of quality in connection with its use of the Marks that is consistent with general industry standards.4.3 MONITORING BY AAA. BBB acknowledges that AAA has no further obligations under this Agreement other than the right to periodically monitor BBBs u

26、se of the Marks in conjunction with the Navigational Services. Upon request by AAA, BBB shall provide AAA with representative samples of each such use prior to the time the Marks are first published on the Internet. If AAA determines that BBB is using the Marks improperly, and/or in connection with

27、Navigational Services which do not meet the standards set forth in Section 4.1 or Section 4.2, AAA shall notify BBB, and BBB shall remedy the improper use within two (2) business days following receipt of such notice from AAA. Use of the Marks on goods or services other than the Navigational Service

28、s or the promotion of the Navigational Services, or in a manner inconsistent with the Trademark Guidelines, shall constitute material breach of this Agreement. If such material breach has not been cured within two (2) business days following receipt of notice from AAA, this Agreement shall be termin

29、ated.4.4 LEGEND; DISCLAIMER. BBB shall include with any online publication of the Marks a trademark legend indicating that the Marks are those of AAA, used under license, and a disclaimer that BBB and not AAA has produced the Navigational Services and is responsible for the content thereof.4.5 NAVIG

30、ATIONAL SERVICES. If AAA reasonably determines that the Navigational Services contains or presents any material that constitutes an infringement of AAAs trademark, patents, copyrights or trade secrets, AAA may immediately terminate the license grant described in Section 1.1 if BBB has not revised, r

31、emoved or delinked to such material to AAAs reasonable satisfaction within seven (7) business days of written notice from AAA. If AAA reasonably determines that the Navigational Services contains or presents any material that could reasonably constitute a clear and unambiguous infringement of a thir

32、d partys copyright, trademark, patents or trade secrets, AAA and BBB shall confer and mutually agree on a proper course of action.5. CONFIDENTIAL INFORMATION AND DISCLOSURE. Unless required by law, and except to assert its rights hereunder or for disclosures to its own employees on a need to know basis, BBB agrees not to disclose the terms of this Agreement or matters relating thereto without the prior written consent of AAA, which consent shall not be unreasonably withheld.6. TERMINATION6.