분야
docAGREEMENT ("Agreement") made and effective
_________,_________,_________(m,d,y) by and between , Inc., a _________
corporation having its principal office at _________("Licensor"), and
, Inc., a _________ corporation having its principal office at _________
(hereinafter referred to as "Licensee").
WHEREAS, Licensor is the owner of the trademark White-Westinghouse and
associated designs and trade dress (together, the "Trademark"), and
is using the Trademark throughout the World; and
WHEREAS, Licensor has the right to grant Licensee the license, right and
permission to use the Trademark; and
WHEREAS, Licensee is in the business of manufacturing, distributing and selling
articles described and specified on Exhibit A hereto (the
"Products"), and desires to secure the license, right and permission
to use the Trademark upon, and in connection with, the manufacturing,
distributing and selling of such Products; and
WHEREAS, the Products that are the subject of this Agreement have been defined
by the parties as listed on Exhibit A hereto (and any other articles which the
parties mutually agree to be subject to the provisions of this Agreement which,
in accordance with the terms of this Agreement, bear the Trademark
(collectively, the "Trademarked Product"); and
WHEREAS, Licensor desires to grant to Licensee, and Licensee desires to accept
from Licensor, a license to use the Trademark in the design, manufacture,
advertising, sale and promotion of the Products, subject to each of the terms,
provisions and conditions of this Agreement;
NOW, THEREFORE, in consideration of the mutual promises, covenants and
provisions herein contained and wishing to be bound hereby, the parties hereto
do hereby agree as follows:
Article 1GRANT OF LICENSE AND DESIGNATION OF TRADEMARK PRODUCTS
Effective upon the execution of this Agreement, Licensor
hereby grants to Licensee, for the period hereinafter specified and upon the
terms, provisions and conditions of this Agreement, the exclusive right and
license to use the Trademark within the geographic area described in Article 2
hereof, in the design, manufacture, advertising, sale and promotion of the
Trademarked Product.
In the event of any good faith disputes between the parties
to this Agreement regarding the definition of Trademarked Product, the final
decision regarding such definition shall rest in Licensors sole and absolute
discretion. The rights granted to Licensee herein are limited to use on or in
connection with the Trademarked Product and Licensee specifically agrees not to
use the Trademark in any manner or on any product, service or item, except as
set forth in this Agreement.
Licensee recognizes that Licensor sells products of the
same description as some of the products licensed herein, namely, humidifiers
and air cleaners.
Licensee agrees not to challenge Licensors continued right
to sell such products under the Trademark.
ARTICLE 2GEOGRAPHIC AREA
The rights granted to Licensee hereunder may be exercised
by Licensee within the USA and Canada (the "Territory"), and Licensee
shall have exclusive rights with respect to the use of the Trademark in
connection with the Trademarked Product. Upon Licensees request, Licensor may,
in its discretion, extend the areas in which Licensee may exercise said rights,
but any such extension shall, in each instance, be evidenced by a written and
duly executed amendment to this Agreement for such periods and upon such terms
and conditions as shall be determined by Licensor. From time to time Licensor
may wish to purchase Trademarked Product for sale outside the Territory.
Licensee agrees to sell Trademarked Product to Licensor at the same price
Licensee sells Trademarked Product to its best customer.
ARTICLE 3REPRESENTATIONS AND WARRANTIES OF LICENSOR
3.1
ORGANIZATION AND POWER. Licensor is a corporation duly organized, validly
existing and in good standing under the laws of the State of . Licensor has all
corporate power and authority to execute and deliver this Agreement and to
perform its obligations hereunder.
3.2
AUTHORIZATION. The execution, delivery and performance by Licensor of this
Agreement and the consummation of the transaction contemplated hereby has been
duly and validly authorized by all requisite corporate action, and no other
corporate act or proceeding on the part of Licensor is necessary to authorize
the execution, delivery and performance of this Agreement and the consummation
of the transaction contemplated hereby.
3.3 NO
VIOLATION. Licensor is not subject to nor obligated under its certificate of
incorporation or bylaws, any applicable law, rule or regulation of any
governmental authority, or any agreement, instrument, license or permit, or
subject to any order, writ, injunction or decree, which would be breached or
violated by its execution, delivery or performance of this Agreement.
3.4
OWNERSHIP OF TRADEMARK. Licensor is the owner of the Trademark and, to
Licensors knowledge, the use of the Trademark
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