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Signature Print Name LICENSEE Signature Print Name Service Mark License Agreement 5 Schedule A Service Mark Description Service Mark License Agreement 6 s, whether oral or written, relating to the subject matter of this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written. LICENSOR nsor and Licensee, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreementngs for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement. 14. Entire Agreement. This Agreement constitutes the entire agreement between Licee in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows: If to Licensor: If to Licensee: 13. Headings. The headision valid, then such provision shall be deemed to be construed as so limited. Service Mark License Agreement 4 12. Notice. Any notice required or otherwise given pursuant to this Agreement shall ball continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provil of which, when taken together, shall constitute one agreement. 11. Severability. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shState of ___________________, without regard to conflicts of law principles. 10. Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original and altice of Assignment must be sent to Licensee within 30 days of such assignment. 9. Governing Law. This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the consent of Licensee. Licensor must notify Licensee in writing in the event of that Licensor assigns all or a material part of this Agreement (the "Licensor's Notice of Assignment"). The Licensor's Noassets, or to a purchaser or other transferee of a controlling equity interest in Licensee. Licensor shall have the right to transfer its interest in this Agreement and in the Service Mark without theprior written approval of Licensor. Licensee may, however, assign this Agreement without Licensor's prior written approval if such transfer is to a purchaser of all or substantially all of Licensee's then in effect for the use of the Service Mark, where such access is commercially reasonable. 8. Assignment. Licensee may not assign its rights, duties or obligations under this Agreement without the l also grant Licensor access to inspect any facilities in which such products are designed or manufactured for the purpose of ascertaining whether Licensee is in compliance with the quality standards ducts or services sold in connection with the Service Mark, including any packaging, displays, or other materials employed in the marketing, display or sale of such products or services. Licensee shale time it receives a Notice of Additional Standards, Licensee must conform to the stated standards as soon as is commercially feasible. c. Licensee shall make available upon request samples of any proional standards (the "Notice of Additional Standards") to Licensee in order for those standards to be applicable. To the extent that Licensee is not in compliance with these additional standards at thds for the quality of goods or services marketed or sold in connection with the Service Mark in addition to those standards set forth in this Agreement. Licensor must give written notice of such additorth in Section 2 above, provided that Licensor may set additional specifics or standards for such sale of goods or services pursuant to Subsection (b) below. b. Licensor may, at any time, set standarality Control. Service Mark License Agreement 3 a. Licensee hereby agrees that any product or services that it sells in connection with the Service Mark shall conform to the quality standards set fion. Licensor agrees to indemnify and hold harmless Licensee for any claims, suits, damages, actions, or other costs arising out any breach of Licensor's warranties set forth in Section 5 above. 7. Quensed the Service Mark to any person or entity other than Licensee, nor will it license the Service Mark to any person or entity other than Licensee for the duration of this Agreement. 6. Indemnificatsee the License, and that no other person or entity is required to give its consent for the License to be valid. c. (if License is exclusive) Licensor represents and warrants that Licensor has not lict it is the sole and exclusive owner of the Service Mark, and owns all right, title and interest in the Service Mark. b. Licensor represents and warrants that it has the legal authority to grant Licendue to Licensor, or any payments, whether those units were sold before or after the termination of this Agreement. 5. Licensor's Representations and Warranties. a. Licensor represents and warrants thais Agreement. e. In the event that this Agreement expires or is terminated pursuant to the terms and conditions under Section 3 above, Licensee shall remain obligated to pay to Licensor any royalties en deficient, Licensee shall have 7 days to pay Licensor the deficient amount. Failure to pay deficient royalty amounts within the time allotted above shall be considered to be a material breach of thonable, in order to audit Licensee's stated sales records, and to confirm that all royalty payments are properly stated and accounted for. If it is determined that any Quarterly Royalty Payment has bey Payments within the time allotted above shall be considered to be a material breach of this Agreement. d. Licensor shall be given access by Licensee to Licensee's records, wherever commercially reasd of each quarter. Payment of each Quarterly Royalty Payment must be paid to Licensor in full within 30 days of the end of each quarter. Failure to submit Quarterly Reports or to make Quarterly Royaltr, and the corresponding amount owed to Licensor as royalty payments for that quarter (the "Quarterly Royalty Payment"). Quarterly Reports must be received by Licensor no more than 7 days after the enthe end of each quarter of the calendar year (March 31; June 30; September 30; December 31) stating the amount of goods and services sold in connection with the Service Mark for the then-ending quarteadvance shall be paid in full to Licensor within 7 days of the execution of this Agreement. c. (if applicable) Licensee shall submit to Licensor written quarterly reports (the "Quarterly Reports") at for the purposes of this section.) Service Mark License Agreement 2 b. Licensee shall pay to Licensor an advance against the royalties discussed in Subsection (a) above, in the amount of $ . This s and services sold in connection with the Service Mark. Additional details: . (Include any considerations, deductions, or other formulae that will be used to determine the definition of "gross sales"it (good or service) sold in connection with the Service Mark. a royalty of $ per $ worth of goods and services sold in connection with the Service Mark a royalty of % of the gross sales from all goodstate the times at which payment will due, and how much will be due for each payment; i.e., upon execution of this Agreement, upon commencement of using the Service Mark, etc.) . a royalty of $ per unall revert to Licensor, and shall be the sole property of Licensor. 4. Payments. a. Licensee shall pay to Licensor (check any that apply): a fee of $ , payable in the following installments: (briefly n the course of Licensee's business as soon as is commercially feasible. e. At the end of the Term, or upon any termination of this Agreement, all rights, interest and ownership of the Service Mark shstating Licensor's intent to terminate and the intended date of termination. d. In the event that this Agreement is terminated pursuant to this Section 3, Licensee shall cease using the Service Mark in order to terminate this Agreement pursuant to Subsection (b) above, Licensor must provide written notice to Licensee or to Licensee's successor in interest within 30 days of the date of termination ses of this Agreement, Change in Control shall mean a sale or other transfer of equity in the Licensee, resulting in a new person or entity becoming the controlling equity holder of the Licensee. c. Iher set forth in this Agreement, or as mandated by Licensor pursuant to Section 6(b) below. iv. Licensee sells all or substantially all of its assets, or experiences a Change in Control. For the purpofor any period of 12 consecutive months. iii. Licensee breaches a material provision, term, or condition under this Agreement, including, but not limited to, a failure to meet quality standards as eitdoes not make any commercial use of the Service Mark within 12 months of the date of this Agreement. Service Mark License Agreement 1 ii. Licensee ceases to make commercial use of the Service Mark inated earlier pursuant to this the terms of this Section 3. b. Should any one or more of the following enumerated events occur, Licensor shall have the right to terminate this Agreement: i. Licensee written approval from Licensor. 3. Term. a. The term of this Agreement shall begin on the date written above and shall continue in full force and effect for a period of years (the "Term"), unless termp of the Service Mark, or of any other intellectual property rights in the underlying material. Licensee may not make any other use of the Service Mark other than those authorized above without prior all remain the sole owner of the copyright in the Service Mark. Licensee shall enjoy only the rights set forth above, and nothing in this Agreement shall entitle Licensee to make any claim to ownershice Mark (the "License") in the following manner: (see instructions above for important information about defining the scope of the License) . The License shall be exclusive nonexclusive. Licensor sh as follows: 1. Service Mark. The Service Mark shall be defined as those items listed on Schedule A. 2. Grant of License. Licensor hereby grants to Licensee a non-transferable license to use the Servinder the terms set forth in this Agreement; NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agreeMark to be licensed) (the "Service Mark"). AND WHEREAS, Licensor wishes to permit Licensee to use the Service Mark for the purpose of (Brief description of Licensee's approved use of Service Mark) , uGREEMENT is made this day of , 20 , by and between ("Licensor") and ("Licensee," and collectively, the "Parties"). WHEREAS, Licensor is the owner of the Service Mark in (Brief description of Service ail on Schedule A, including any Service Mark registration numbers or serial numbers, and any registrations or applications pending relating to the Service Mark. SERVICE MARK LICENSE AGREEMENT THIS Ample agreement, describe them in the quality control provision of the agreement. Schedule A: Service Mark In order to properly describe and identify the Service Mark, describe the Service Mark in detust protect the value and reputation of its Service Mark. Where the specific circumstances of your situation may require other monitoring and inspection systems or privileges than are stated in the sawhich licensee manufactures the products to ensure that quality standards are met. The licensor may also impose new standards during the term of the agreement where necessary. In short, the licensor m close attention to the licensee's compliance with these standards. The licensor may wish to periodically review samples of the licensee's product, or it may schedule inspections of the facilities in entations. Quality Control In addition to setting forth the initial quality standards that the licensee must meet in order to continue use of the Service Mark, it is important for the licensee to payt the licensor will guarantee theses basic representations by indemnifying the licensee against any damages that the licensee might suffer due to the failure of the licensor to live up to those represit has the ownership interest in the Service Mark that it claims to have, and that it therefore has the right to grant the license in the first place. The terms of the sample agreement below state thane clearly the method by which royalty payments will be calculated. Licensor's Representations and Warranties The most basic representation that a licensor will generally be expected to make is that ducted from gross sales before the percentage is taken, i.e., the amount of products returned by customers, expenses incurred in advertising the product, etc. It is important in this provision to defiin expenses from gross sales revenue before a royalty percentage is applied. For example, will the royalty be a percentage of the total gross sales received by licensee? Or will certain expenses be deas a percentage of total sales is to select a percentage of gross sales revenues from all sales of the licensed products. However, in many instances, a licensee will be given the right to deduct certaensee. In other cases, a royalty is computed as a percentage of the sales revenue received by the licensee in the sale of licensed products or services. The simplest method of calculating the royalty the use of the license. There are a number of different ways of calculating royalty payments. In some cases, a royalty is a flat amount paid based on the number of units, or services, sold by the licbe sold by the licensee), then a royalty system may be advisable, in which the amount of money paid for the license is based directly upon the actual amount of sales that the licensee realizes throughne the total number of units sold or the total value of all units sold in connection with the Service Mark (for example, where the Service Mark is actually affixed to a specific product or service to in connection with the Service Mark, settling upon a flat fee may be more practicable than attempting to determine a royalty payment that is dependent upon gross sales. Where it is feasible to determiome situations, a lump-sum payment will make the most sense as consideration for the granting of the license. For example, where it would be difficult to quantify the amount of goods or services sold must be. Term The term of the license agreement, and of the license granted therein, is generally for a fixed period of years, all Service Mark rights will revert back to the licensor. Payments In sn affect the licensor's interest in the Service Mark), this section should also set forth in some detail what types of services may be sold pursuant to the license, and of what quality those services be used by the licensee. Further, since the quality and type of services which are sold in connection with the Service Mark can significantly affect the Service Mark's value (and in some cases can eves type of agreement spells out the kinds of rights that the licensee will be able to enjoy. It is important in this section to set forth clearly the geographic territory in which the Service Mark may . If your situation requires treatment of more complex issues, you should consult a competent attorney who can assist you in drafting a suitable agreement. Grant of License The license granted in thigreements can be extremely complex. The sample agreement included in this kit is a basic agreement, addressing the key elements to licensing a Service Mark, and receiving compensation for that licenseor instructions on how to register your Service Mark online, visit the website of the U.S. Patent and TradeMark Office (USPTO) . Instructions for Service Mark License Agreement Service Mark License Aement action and to use the ® symbol on its Service Marked products in all 50 states, along with many other privileges and protections. For more information on federal Service Mark registration, and f a valid Service Mark with the U.S., and which protect the mark throughout the country. Further, federal registration affords the user the opportunity to collect treble damages in a successful infringhin that state, and do not protect the user from infringement outside that state's borders. Under federal law, there are a host of statutory protections that can be secured through the registration ofces (to varying degrees depending upon the particular state) the protections offered by that state's statutory Service Mark scheme. However, state statutory protections generally apply only to use witrotected both under state and federal law. Under state law, the use of a Service Mark affords the user both common law and statutory protection against infringement. Registration under state law enhane Marks A Service Mark is a symbol, character, design, word, sound or smell that is used to identify and distinguish a service from a competitor. It is similar to a trademark but . Service Marks are p the Agreement. The kit should be used to draft your own agreement, but you are advised to have a competent Service Mark attorney review the agreement before you sign it. Basic Introduction to Servicvice Mark owner. Included in this kit is a sample form for drafting a Service Mark license agreement, along with general instructions explaining the significance and operation of certain provisions in a specific duration, during which the licensee pays the Service Mark owner for the use of the Service Mark. Once the term of the license is over, all rights in the Service Mark revert back to the Serght to use that Service Mark to market or sell services, the Service Mark owner may transfer certain of those rights to a third party by way of a license. A Service Mark license generally is given forService Mark License Agreement ­ Kit This kit includes information and tools that will assist you in drafting a Service Mark license agreement. While the owner of a Service Mark holds the exclusive ri