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license-example.tex
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license-example.tex
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%!TEX TS-program = xelatex
%!TEX encoding = UTF-8 Unicode
\documentclass[12pt]{article}
% Page layout
\setlength\topmargin{0cm}
\setlength\textwidth{16.5cm}
\setlength\oddsidemargin{0cm}
\setlength\evensidemargin{0cm}
\setlength\headheight{0cm}
\setlength\textheight{21cm}
% Reformat subsection heading styles
\makeatletter
\renewcommand\subsection{\@startsection {subsection}{2}{\z@}{12pt plus 2pt minus 2pt}{-5pt}{\normalsize\bf}}
\makeatother
% Reformat section heading styles
\makeatletter
\renewcommand\section{\@startsection {section}{1}{\z@}{-3.5ex \@plus -1ex \@minus -.2ex}{2.3ex \@plus .2ex}{\centering\normalfont\large}}
\makeatother
% Date formatting
\usepackage{datetime}
\newdateformat{sigdate}{\ordinaldate{\THEDAY} day of \monthname[\THEMONTH], \THEYEAR}
% Line spacing
\usepackage{setspace}
\doublespacing
% New Commands
%
% My client
\newcommand{\client}{Yummy Delicious Foods, Inc.}
\newcommand{\csn}{Yummy Delicious}
% Will Robertson's fontspec.sty can be used to simplify font choices.
% To experiment, open /Applications/Font Book to examine the fonts provided on Mac OS X,
% and change "Hoefler Text" to any of these choices.
\usepackage{fontspec,xltxtra,xunicode}
\defaultfontfeatures{Mapping=tex-text}
\setromanfont[Mapping=tex-text]{Hoefler Text}
\setsansfont[Scale=MatchLowercase,Mapping=tex-text]{Gill Sans}
\setmonofont[Scale=MatchLowercase]{Andale Mono}
\begin{document}
\begin{center}
{\Large Trademark Licensing Agreement}
\end{center}
This Agreement, effective upon execution by each party, is entered into by \client, a corporation duly organized and existing in the State of North Carolina (``Yummy Delicious'') and Not So Fresh, Inc., located at 1000 Southwest Boulevard, Houston, Texas 76543. (``Licensee'')
WHEREAS \csn\ is the exclusive owner of the YUMMY DELICIOUS word mark as used in connection with stuff for making fruit drinks in International Classes 29, 30, and 32.
WHEREAS Licensee desires a license to use \csn' trademark in connection with salad dressing in the United States of America.
NOW THEREFORE, for and in consideration of the mutual covenants and undertakings set forth, and other good and valuable consideration, it is agreed as follows:
\section{Definitions}
\subsection{} The term ``Licensed Mark'' means \csn' YUMMY DELICIOUS word mark, Registration Number 1,234,567.
\subsection{} The term ``Licensed Products'' means any products bearing the Licensed Mark or any packaging, advertising, or print materials bearing the Licensed Mark.
\section{Grant of License}
\subsection{} Subject to the terms of this Agreement and to the extent permitted by law, \csn\ grants Licensee a revocable, non-exclusive license, without the right to sublicense, to use the Licensed Mark in the United States of America.
\subsection{} Licensee shall not assign or sublicense the rights granted under this license without the express written consent of \csn.
\subsection{} Subject to the terms of this Agreement, Licensee has the right to authorize manufacturers to produce Licensed Products, provided that such authorization is limited to producing Licensed Products for Licensee only. Licensee shall be responsible for ensuring that any Licensed Products produced by the manufacturers and ay actions undertaken by the manufacturers satisfy all the requirements of this Agreement. Licensee assumes all responsibility for any actions undertaken by manufacturers relating to the use of the Licensed Marks and the manufacture, sale, or distribution of the Licensed Products.
\section{Use of Licensed Mark}
\subsection{} Licensee may use the Licensed Mark in connection with any Licensed Product so long as the typeface depicting the Licensed Mark does not exceed 50\% of the size of the typeface depicting the name of the Licensed Product.
\subsection{} Licensee shall include the following statement on all Licensed Products: ``YUMMY DELICIOUS is a registered trademark of Yummy Delicious Foods, Inc.''
\subsection{} Licensee shall submit samples of Licensed Products and artwork and depictions of all proposed uses of the Licensed Mark to \csn\ at no cost for approval prior to any use, sale, or other distribution to the public. \csn\ shall review and approve or disapprove the depiction of the Licensed Mark in writing within 15 days of receipt, provided, however, that if \csn\ fails to approve or disapprove any proposed depiction of the Licensed Mark within that time period, then the proposed depiction shall be deemed disapproved.
\subsection{} Licensee agrees that any proposed change by Licensee involving any alteration in the depiction of the Licensed Mark shall be submitted to \csn\ for approval.
\subsection{} Licensee agrees that all Licensed Products manufactured and sold by it will be the same or substantially identical in appearance to the initial samples approved by \csn. Licensee shall maintain such reasonable manufacturing, servicing, and quality standards to insure that said Licensed Products are consistent with such initial samples. At the request of \csn, Licensee shall submit to \csn\ samples of the Licensed Products offered for sale by Licensee so that \csn\ may determine compliance with the terms of this Agreement.
\subsection{} Licensee agrees that it will not state or imply that Licensee or Licensee's activities, other than those required by this Agreement, are supported, endorsed, or sponsored by \csn.
\subsection{} Licensee agrees that it will not alter, modify, dilute, or otherwise misuse the Licensed Mark or bring them into disrepute.
\subsection{} Licensee agrees not to use any other trademark, service mark, trade name, logo, symbol, or device in combination with any Licensed Mark without the prior written consent of \csn.
\subsection{} Licensee recognizes the great value of the publicity and goodwill associated with the Licensed Mark and acknowledges that such goodwill belongs exclusively to \csn. Licensee acknowledges \csn' exclusive right, title, and interest in the Licensed Mark and will not in any manner represent that it has any ownership in the Licensed Mark. Licensee further agrees not to register or attempt to register, in any jurisdiction, the Licensed Mark.
\section{Royalties}
\subsection{} As consideration for this license, Licensee agrees to pay \csn\ a royalty of one percent (1\%) of gross revenues of all Licensed Products sold. Licensed Products shall be deemed to have been sold when invoiced or, if not invoiced, then when they are paid for or when title passes to buyer, whichever is first. This royalty is payable by Licensee even if it does not charge the buyer for the Licensed Products and shall be based on the usual sales price charged to other buyers in the same or similar location.
\subsection{} All royalties shall be paid quarterly within 30 days following the end of each calendar quarter.
\subsection{} In the event of default in payment of any royalties due \csn\ under this Agreement, and if it becomes necessary for \csn\ to undertake legal action to collect such royalties, Licensee shall pay for all reasonable legal fees and costs incurred by \csn\ provided that the legal action undertaken by \csn\ results in a determination that Licensee owed \csn\ royalties under the terms of this Agreement.
\subsection{} On or before the last day of April, July, October, and January of each year, Licensee shall furnish \csn\ with a statement reporting gross revenues of Licensed Products bearing the Licensed Mark for the preceding quarter, with a calculation of royalties owed for those sales.
\section{Indemnification}
\subsection{} \csn\ assumes no liability to Licensee or third parties with respect to the performance characteristics of the Licensed Products manufactured or sold by Licensee. Licensee agrees to indemnify or hold harmless \csn, its officers, employees, and agents from any and all claims, demands, actions, causes of action, suits, damages, liabilities, and costs and expenses of every nature, including attorneys' fees, relating to or arising out of the manufacture or sale or use of the Licensed Products or from the use of the Licensed Mark on such products. This indemnification shall include, but is not limited to, any and all claims or suits for which either party is alleged or found to have been wholly or partially negligent.
\section{Term of Agreement}
\subsection{} This Agreement shall be perpetual except that either party may terminate the Agreement without cause on 60 calendar days' written notice to the terminated party.
\subsection{} Should Licensee fail to comply with any provision of this Agreement, \csn\ may terminate this Agreement on 30 calendar days' written notice. Upon receipt of a termination notice for failure to comply, Licensee may offer to cure such default within the 30 day notice period. \csn, in its sole discretion, may accept the offer to cure or reject the offer and terminate this Agreement.
\subsection{} Upon the termination of this Agreement by either party, all rights granted to Licensee shall revert to \csn, and Licensee shall make no claims as to such rights.
\subsection{} Upon termination of this Agreement, Licensee agrees to immediately discontinue the use of the Licensed Mark. Licensee shall have the right to dispose of its stock of all Licensed Products bearing the Licensed Mark within 3 months of termination. After the 3 month disposal period, Licensee agrees to destroy all unsold Licensed Products bearing the Licensed Mark. Licensee's right to dispose of its stock after termination is subject to the condition that within 30 calendar days after termination, Licensee pays to \csn\ all royalties accrued to the time of termination, delivers to \csn\ a report of sales up to the time of termination, and provides \csn\ with an inventory of unsold Licensed Products bearing the Licensed Mark.
\section{Remedies}
Licensee acknowledges that its breach of this Agreement will result in immediate and irreparable damage to \csn\ and that money damages alone would be insufficient to compensate \csn. Therefore, in the event of breach or threatened breach of this Agreement by Licensee, \csn\ may, in addition to all other remedies, immediately obtain and enforce injunctive relief prohibiting breach or compelling specific performance.
\section{Severability}
Should any provision of this Agreement be held unenforceable or in conflict with the law of any jurisdiction, then the validity of the remaining provisions shall not be affected.
\section{Modifications}
All modifications to this Agreement must be effected by means of a written document signed by both parties.
\section{Assignability}
This Agreement shall inure to the benefit of \csn, its successors and assigns, but shall be personal to Licensee and shall be assignable to Licensee only with the proper written consent of \csn.
\section{Governing Law}
This Agreement shall be governed and construed under the laws of the State of North Carolina. In the event that either party desires to enforce any part of this Agreement, the parties consent to jurisdiction in the United States District Court for the Middle District of North Carolina.
\section{Notices and Payments}
\subsection{} Any notice required by this Agreement shall be deemed to have been properly received when delivered in person or when mailed by first class mail to the addresses listed below.
\vspace{1em}
\begin{center}
\begin{tabular}{l l}
To \csn: & To Licensee:\\
\client & Not So Fresh, Inc.\\
1234 Main Street & 1000 Southwest Boulevard\\
Charlotte, North Carolina 28202 & Houston, Texas 76543\\
\end{tabular}
\end{center}
\vspace{1em}
\subsection{} All payments shall be made payable to Yummy Delicious Foods, Inc.
\section{Entire Agreement}
This Agreement contains the entire agreement between the parties and supersedes all other statements and representations pertaining to the subject matter.
\begin{center}
\begin{tabular}{l l}
\client & Not So Fresh, Inc.\\
\\
By: \line(1,0){201} & By: \line(1,0){201}\\
Printed Name: \line(1,0){150} & Printed Name: \line(1,0){150}\\
Its: \line(1,0){201} & Its: \line(1,0){201}\\
Date: \line(1,0){190} & Date: \line(1,0){190}
\end{tabular}
\end{center}
\end{document}