FORM-30-Trademark-License-Agreement.doc - TRADEMARK LICENSE...

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TRADEMARK LICENSE AGREEMENT (VARIATION 1) AGREEMENT dated this _____ day of [Month, Year] by and between [TRADEMARK LICENSOR'S CORPORATE NAME], a [State] corporation, [Address] ("TRADEMARK LICENSOR") and [TRADEMARK LICENSEE'S CORPORATE NAME], a [State] Corporation, [TRADEMARK LICENSEE'S ADDRESS] ("TRADEMARK LICENSEE"). WHEREAS, TRADEMARK LICENSOR has, for many years, used the trademark [TRADEMARK] on [list products]; and WHEREAS, TRADEMARK LICENSEE wishes to use the TRADEMARK in the United States on [list products]; and WHEREAS, TRADEMARK LICENSOR owns a U.S. trademark registration of [TRADEMARK] for [list products] which TRADEMARK LICENSEE desires to use in connection with [list products]; and WHEREAS, TRADEMARK LICENSOR is willing to license and allow TRADEMARK LICENSEE to use said [TRADEMARK] trademark under the terms and conditions set forth in this Agreement. Now, in consideration of the foregoing, the covenants hereinafter set forth, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. GRANT OF TRADEMARK LICENSE TRADEMARK LICENSOR hereby grants to TRADEMARK LICENSEE a nonexclusive license and right to use the [TRADEMARK] trademark identified in the Schedule attached hereto ("LICENSED TRADEMARK"), (i) on the respective products set forth in the Schedule attached hereto ("PRODUCTS"); (ii) solely in the TERRITORY defined as the United States, its territories and possessions, Canada, Mexico and the United Kingdom; (iii) subject to the terms and conditions of this Agreement. 2. QUALITY CONTROL TRADEMARK LICENSEE shall apply the LICENSED TRADEMARK only to PRODUCTS which have been manufactured in accordance with the standards of quality in materials, design, workmanship, use, advertising and promotion set forth in the control specifications which are annexed to this Agreement as Exhibit A ("CONTROL SPECIFICATIONS"). The CONTROL SPECIFICATIONS are furnished to TRADEMARK LICENSEE in confidence pursuant to Section 3 of this Agreement. TRADEMARK LICENSOR shall have the right at any time to conduct during regular business hours an examination of PRODUCTS manufactured by TRADEMARK LICENSEE (including those assembled or tested) at TRADEMARK LICENSEE'S facilities to determine compliance of such PRODUCTS with the applicable CONTROL SPECIFICATIONS. If at any time such PRODUCTS shall, in the sole opinion of TRADEMARK LICENSOR, fail to conform with the standards of quality in materials, design, workmanship, use, advertising, and promotion set forth in such CONTROL SPECIFICATIONS, TRADEMARK LICENSOR or its authorized representative shall so notify TRADEMARK LICENSEE. Upon such notification TRADEMARK LICENSEE shall promptly cease to use the LICENSED TRADEMARK on such PRODUCTS and not sell such nonconforming PRODUCTS until the standards of quality contained in the applicable CONTROL SPECIFICATIONS have been met to the satisfaction of TRADEMARK LICENSOR.
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