TrademarkLicenseAgreement商标许可协议1doc.docx

1、TrademarkLicenseAgreement商标许可协议1docTrademark 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 o

2、ther Internet-related 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

3、by BBB in connection 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 n

4、on-exclusive, nontransferable, 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 wh

5、ich services shall reside 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 n

6、ot seek to prevent BBB 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

7、 containing AAA, to any 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

8、 execution of this Agreement. 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 t

9、o payments other than _(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 furn

10、ish AAA with tax receipts 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 d

11、eduction or withholding, 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 registr

12、ations thereto, agrees that 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 a

13、ccordance with this Agreement. 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

14、 cause confusion with the 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 owne

15、rship. BBBs trademarks include 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

16、terms of this Agreement. BBB 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

17、be revised by AAA from time to 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 d

18、escribed herein. BBB may not 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

19、 AAA or its products. or products 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 f

20、ound in BBBs existing Web site 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

21、 to periodically monitor BBBs use 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 imprope

22、rly, and/or in connection with 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 othe

23、r than the Navigational Services 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,

24、 this Agreement shall be terminated. 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 f

25、or the content thereof. 4.5 NAVIGATIONAL 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 Sect

26、ion 1.1 if BBB has not revised, removed 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 u

27、nambiguous infringement of a third 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

28、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. TERMINATION 6.1 TERM AND TERMINATION. This Agreement and the term of the license gr

29、anted herein shall be perpetual unless terminated as provided in Section 4.3, Section 4.5 or this Section 7.1. AAA shall have the right to terminate this Agreement upon the occurrence of one or more of the following: (a) any material breach by BBB of its obligations under this Agreement which remain

30、s uncured for thirty (30) days or more following written notice of such breach from AAA, or (b) use of the Marks by BBB in a manner which is directly, explicitly or maliciously disparaging of AAA or its products and services and which remains uncured for two (2) days following notice from AAA. 6.2 E

31、FFECT OF TERMINATION. Upon termination of the Agreement, BBB agrees it shall immediately cease any and all use of the Marks. 7. GENERAL 7.1 GOVERNING LAW. This Agreement shall be subject to and governed in all respects by the statutes and laws of the State of _(Address) without regard to the conflic

32、ts of laws principles thereof. The Superior Court of _(Name) County and/or the United States District Court for the Northern District of _(Address) shall have exclusive jurisdiction and venue over all controversies in connection herewith, and each party hereby consents to such exclusive and personal jurisdiction and venue. 7.2 ENTIRE AGREEMENT. This Agreement, including Exhibit A and Exhibit B, constitutes the entire Agreement and understanding between the parties and integrates all prior discussions between them related to its subject matter. No modification of any of the terms o