License to Use Trademark in a Domain Name

for Your State

This License to Use Trademark in Domain Name will effectively license a trademark which is contained within a specific domain name. This license sets out the important provisions including how payments for use of the trademark are calculated.

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This License to Use Trademark in Domain Name is between a licensor who owns certain domain names and a licensee who wants to license trademarks contained within the domain names. This license sets forth the specific trademarks within the domain name which will be used and the business operated by licensee in which the trademarks are utilized. It also sets forth how payments for use of the trademarks are calculated and termination provisions if the domain names conflict with the licensor's existing business. It is imperative that this license be clearly set forth in writing. This License to Use Trademark in Domain Name will prove invaluable in the event of disagreements, misunderstandings or litigation.

This License to Use Trademark in Domain Name contains:
  • Parties: Sets forth the names of the licensor and licensee entering into the agreement;
  • Domain Names: Licensor grants licensee the non-exclusive license to reproduce and display the trademarks in connection with a specific business;
  • Goodwill: Sets forth that any goodwill associated with the domain names will be the exclusive property of the licensor;
  • Ownership: Licensee agrees to use the trademarks only for uses stated in this agreement and not in combination with other intellectual property;
  • Signatures: This agreement must be signed by licensor and licensee.

Protect your rights and your property by purchasing this attorney-prepared form.

This attorney-prepared package includes:
  1. General Information
  2. Instructions and Checklist
  3. License to Use Trademark in Domain Name
State Law Compliance: This form complies with the laws of all states
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.











License to Use Trademark
In Domain Name










This Packet Includes:
1.  General Information
2.  Instructions and Checklist
3.  License to Use Trademark in Domain Name











General Information
License to Use Trademark in Domain Name 

This License to Use Trademark in Domain Name is between a licensor who owns certain domain names and a licensee who desires to license trademarks contained within the domain names.  This license sets forth the specific trademarks within the domain names which will be used and the business operated by licensee in which the trademarks will be utilized.  It also sets forth how payments for use of the trademarks is calculated and termination provisions if the domain names conflict with licensor's existing business.  

It is vital that this license be clearly memorialized in writing.  This License to Use Trademark in Domain Name will prove invaluable if there are disagreements, misunderstandings or litigation surrounding the use of trademark's in the licensee's business interests.  

  



Instructions and Checklist


License to Use Trademark in Domain Name  

   The parties should read the document carefully.

   Insert all requested information in the spaces provided on the form.

     This form contains the basic terms and language that should be included in similar agreements.   

     This form contains a provision regarding termination of the contract in the event of competition.  If the provision is complicated, describe it fully and include examples to remove as much ambiguity as possible.  

     This form includes exhibits which should be attached and incorporated as part of this agreement.  

     This license must be signed by both the licensor and licensee.

   The parties should retain either an original or copy of the signed license agreement.

   All legal documents should be kept in a safe location such as a fireproof safe or safe deposit box.  




   




DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice. The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  
THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 


LICENSE TO USE TRADEMARK IN DOMAIN NAME

This Agreement (the "Agreement") is entered into as of ______________ between the following two parties at _________________.

The Licensor:

The Licensee:

WHEREAS, the Licensor, a ___________ company registered in _________, which owns certain domain names (as listed in Appendix 1, collectively as "Domain Names").

WHEREAS, the Licensee, a _____________company registered in _______________, is approved by the relevant governmental authority to carry on the business of_________________;

WHEREAS, the Licensee desires to use the Trademarks on and in connection with the registration of a domain name/names in accordance with the terms and conditions set forth herein;

NOW, THEREFORE, for good and valuable consideration, including the mutual promises and covenants contained herein, the parties hereto agree as follows:

1.   Grant of License

1.1   The Domain Names
Upon the terms and conditions hereinafter set forth, the Licensor hereby grants to the Licensee the non-exclusive, non-transferable, royalty free, worldwide license to use, reproduce and display the Trademarks on and within the Domain Names, solely in connection with ___________ [insert project or purpose].  The license is for non-commercial use of the Trademarks only.  The Trademarks may not be used in connection with any other goods or services without the written consent of the Licensor.

1.2   Scope
The use of the Domain Names granted by Licensor to Licensee extends only to the business operated by Licensee. The Licensee agrees that it will not make, or authorize any use, direct or indirect, of the Domain Names by any other means, unless there are opposite stipulations in this Agreement.

2.   Terms of Payment
The Licensee agrees to pay the Licensor license fees and the specified amount of the license fees and the form of payment are set forth in Appendix 2.

3.   Goodwill
The Licensee recognizes the value of the goodwill associated with the Domain Names and the relevant rights, and acknowledges that the Domain Names therein and goodwill pertaining thereto shall be the sole and exclusive property of the Licensor, and that the Domain Names have a secondary meaning in the mind of the public.

4.   Confidentiality
4.1   The Licensee shall protect and maintain the confidentiality of any and all confidential data and information acknowledged or received by the Licensee by accepting the license of the Domain Names from the Licensor (collectively the "Confidential Information"). Upon termination or expiration of this Agreement, the Licensee shall, at the Licensor's option, return Confidential Information to the Licensor or destroy it itself and delete Confidential Information from any electronic devices and cease to use them. The Licensee shall not disclose, grant or transfer any Confidential Information to any third party and will not use the Confidential Information without the Licensor's written consent.

4.2   The parties agree that Section 4.1 shall survive any amendment, expiration or termination of this Agreement.

5.   Trademark Control

Upon request by Licensor, the Licensee will provide Licensor with representative use of Licensees Trademarks contained within and on the Domain name.  Use of the Trademarks on goods or services other than as covered under this Agreement or in a manner inconsistent with Licensors Trademark guidelines shall constitute material breach of this Agreement.

6.   Ownership
Licensee agrees to use the trademarks only as stated in this Agreement and to follow the standards of quality established by Licensor.  Licensee agrees not to use the Trademarks in combination with any other trade name, trademark or service mark without the prior written approval of Licensor.

All uses of the Licensors Trademarks by Licensee, including the goodwill therein, inure to the benefit of Licensor.  Licensee acquires no right, title or interest in the Licensors Trademarks or the goodwill associated with them, other than the right to use the Licensors Trademarks according to this Agreement.  In accepting this Agreement, Licensee acknowledges that as between Licensee and Licensor, Licensor is the owner of the Licensors trademarks and Licensee agrees not to use or apply to register any trademarks which include a Licensor Trademark or any trademark, service mark, trade name or derivation confusingly similar to a Licensor Trademark, in any country or territory during or after the term of this Agreement.  Licensee will not challenge Licensors registration of the Licensors Trademarks, nor assist any one in challenging them.  Licensee will not take any action in derogation of any of the rights of Licensor in any Licensor Trademarks.  At the request of Licensor, Licensee will execute any papers or documents reasonably necessary to protect the rights of Licensor in the Licensors trademarks and execute and deliver such other documents as may be reasonably requested by Licensor.  If Licensee becomes aware of any infringement on the intellectual property rights of Licensor, Licensee will use reasonable efforts to notify Licensor.

7.   Competition
In the event that any of the Domain Names conflict with any of the trademarks or domain names used by any of the Licensor's parent company or affiliate of the Licensor's parent company at the present time or any time in the future, then the Licensor shall have the right to terminate the Agreement by a written notice to the Licensee 30 days before such termination.

8.   Effective Date and Term
8.1   This Agreement has been duly executed by both parties' authorized representatives as of the date first set forth above and shall be effective simultaneously. The term of this Agreement is _______ years or the date of the expiration of period of validity of the Domain Names (whichever is the shorter) unless earlier terminated as set forth below. However, the Licensor and the Licensee shall review this Agreement every three (3) months to determine whether any amendment to the Agreement is necessary after considering the circumstances.

8.2   This Agreement may be extended one year only if the Licensor gives the Licensee its written consent of the extension of this Agreement before the expiration of this Agreement. However, the Licensee has no right to confirm such extension.

9.   Termination

9.1   Termination on Expiration.
This Agreement shall expire on the earlier of the termination date or the date when the Licensor's right to grant a license is terminated unless this Agreement is extended as set forth above.
9.2   Early Termination
Without prejudice to any legal or other rights or remedies of the party who asks for termination of this Agreement, any party has the right to terminate this Agreement immediately with written notice to the other party in the event the other party materially breaches this Agreement and fails to cure its breach within 30 days from the date it receives written notice of its breach from the non-breaching party. During the term of this Agreement, the Licensor may terminate this Agreement at any time with a written notice to the Licensee 30 days before such termination.

10.   Effect of Termination or Expiration

Upon and after the expiration or termination of this license, all rights granted to the Licensee hereunder shall forthwith revert to the Licensor, who shall be free to license others to use Trademarks contained within and on the Domain Names and the Licensee will refrain from further use of the Domain Names or any, direct or indirect use.


11.   Force Majeure

11.1   Force Majeure, which includes acts of governments, acts of nature, fire, explosion, typhoon, flood, earthquake, tide, lightning, war, means any event that is beyond the party's reasonable control and cannot be prevented with reasonable care. However, any shortage of credit, capital or finance shall not be regarded as an event of Force Majeure. The party affected by Force Majeure shall notify the other party without delay.

11.2   In the event that the affected party is delayed in or prevented from performing its obligations under this Agreement by Force Majeure, only within the scope of such delay or prevention, the affected party will not be responsible for any damage by reason of such a failure or delay of performance. The affected party shall take appropriate means to minimize or remove the effects of Force Majeure and attempt to resume performance of the obligations delayed or prevented by the event of Force Majeure. After the event of Force Majeure is removed, both parties agree to resume the performance of this Agreement with their best efforts.

12.   Notices
Notices or other communications required to be given by any party pursuant to this Agreement shall be written in English and shall be deemed to be duly given when it is delivered personally or sent by registered mail or postage prepaid mail or by a recognized courier service or by facsimile transmission to the address of the relevant party or parties set forth below.

Licensor: _____________________________________________

Licensee: _____________________________________________

13.   Indemnification

The Licensee will indemnify and hold harmless the Licensor and its directors, officers, employees and agents (“Indemnitees”) from and against any and all damages, injuries, liabilities, costs and expenses, including but not restricted to actual legal fees and costs charged to any of the Indemnitees by their lawyers, that may be incurred by any of the Indemnitees or claimed by any third parties against any of the Indemnitees in connection with any wares, services or business of the Licensee, any negligent or wrongful conduct of the Licensee, and any breach of this Agreement by the Licensee or by any person who is related to or affiliated with the Licensee.  Notwithstanding the foregoing, Licensor will indemnify, defend and hold Licensee harmless from any claim that the Licensees use of the Trademarks consistent with the terms of this agreement is an infringement of a third partys trademark in those countries where Licensor has registered the accused trademark.



13.   No Assignment or Sublicense by the Licensee

13.1   This Agreement and all the rights and duties hereunder are personal to the Licensee. The Licensee agrees that it will not assign, lease, pledge, sublicense, or in any other way transfer the economic benefits of the license granted hereby or any portion of the rights included therein to any third party without the prior written consent of the Licensor.

13.2   The Licensee hereby agrees that the Licensor shall be able to transfer all or any of its rights and obligation under this Agreement to any third party at its discretion, and such transfer shall only be subject to a written notice serviced to the Licensee by the Licensor, and no any further consent from the Licensee will be required.

14.   Applicable Law

The validity, interpretation and implementation of this Agreement shall be governed by the laws of _____________.

15.   Amendment and Supplement

Any amendment and supplement of this Agreement shall come into force only after both parties sign a written agreement. The amendment and supplement duly executed by both parties shall be part of this Agreement and shall have the same legal effect as this Agreement.

16.   Severability

Any provision of this Agreement which is invalid or unenforceable because of violating the relevant laws in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability, without affecting in any way the remaining provisions hereof.

17.   Appendices

The Appendices referred to in this Agreement are an integral part of this Agreement and have the same legal effect as this Agreement.

18.   Others
This Agreement is executed in two copies.

IN WITNESS THEREOF the parties hereto have caused this Agreement to be duly executed on their behalf by a duly authorized representative as of the date first set forth above.

Licensor:  ________________________________________________
By: _____________________________________________________
Title: ____________________________________________________
Date: ____________________________________________________

Licensee: _________________________________________________
By:  _____________________________________________________
Title: ____________________________________________________
Date: ____________________________________________________



Exhibit 1

Domain Names

Exhibit 2

Calculation and Payment Method of Domain Name License Fee

Licensee should pay for each domain name an amount equal to _____________ per year to Licensor as a license fee. The Licensor has the sole right to determine whether or not to exempt the Licensee's obligation to pay License fee.

Number of Pages12
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#43618
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.











License to Use Trademark
In Domain Name










This Packet Includes:
1.  General Information
2.  Instructions and Checklist
3.  License to Use Trademark in Domain Name











General Information
License to Use Trademark in Domain Name 

This License to Use Trademark in Domain Name is between a licensor who owns certain domain names and a licensee who desires to license trademarks contained within the domain names.  This license sets forth the specific trademarks within the domain names which will be used and the business operated by licensee in which the trademarks will be utilized.  It also sets forth how payments for use of the trademarks is calculated and termination provisions if the domain names conflict with licensor's existing business.  

It is vital that this license be clearly memorialized in writing.  This License to Use Trademark in Domain Name will prove invaluable if there are disagreements, misunderstandings or litigation surrounding the use of trademark's in the licensee's business interests.  

  



Instructions and Checklist


License to Use Trademark in Domain Name  

   The parties should read the document carefully.

   Insert all requested information in the spaces provided on the form.

     This form contains the basic terms and language that should be included in similar agreements.   

     This form contains a provision regarding termination of the contract in the event of competition.  If the provision is complicated, describe it fully and include examples to remove as much ambiguity as possible.  

     This form includes exhibits which should be attached and incorporated as part of this agreement.  

     This license must be signed by both the licensor and licensee.

   The parties should retain either an original or copy of the signed license agreement.

   All legal documents should be kept in a safe location such as a fireproof safe or safe deposit box.  




   




DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice. The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  
THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 


LICENSE TO USE TRADEMARK IN DOMAIN NAME

This Agreement (the "Agreement") is entered into as of ______________ between the following two parties at _________________.

The Licensor:

The Licensee:

WHEREAS, the Licensor, a ___________ company registered in _________, which owns certain domain names (as listed in Appendix 1, collectively as "Domain Names").

WHEREAS, the Licensee, a _____________company registered in _______________, is approved by the relevant governmental authority to carry on the business of_________________;

WHEREAS, the Licensee desires to use the Trademarks on and in connection with the registration of a domain name/names in accordance with the terms and conditions set forth herein;

NOW, THEREFORE, for good and valuable consideration, including the mutual promises and covenants contained herein, the parties hereto agree as follows:

1.   Grant of License

1.1   The Domain Names
Upon the terms and conditions hereinafter set forth, the Licensor hereby grants to the Licensee the non-exclusive, non-transferable, royalty free, worldwide license to use, reproduce and display the Trademarks on and within the Domain Names, solely in connection with ___________ [insert project or purpose].  The license is for non-commercial use of the Trademarks only.  The Trademarks may not be used in connection with any other goods or services without the written consent of the Licensor.

1.2   Scope
The use of the Domain Names granted by Licensor to Licensee extends only to the business operated by Licensee. The Licensee agrees that it will not make, or authorize any use, direct or indirect, of the Domain Names by any other means, unless there are opposite stipulations in this Agreement.

2.   Terms of Payment
The Licensee agrees to pay the Licensor license fees and the specified amount of the license fees and the form of payment are set forth in Appendix 2.

3.   Goodwill
The Licensee recognizes the value of the goodwill associated with the Domain Names and the relevant rights, and acknowledges that the Domain Names therein and goodwill pertaining thereto shall be the sole and exclusive property of the Licensor, and that the Domain Names have a secondary meaning in the mind of the public.

4.   Confidentiality
4.1   The Licensee shall protect and maintain the confidentiality of any and all confidential data and information acknowledged or received by the Licensee by accepting the license of the Domain Names from the Licensor (collectively the "Confidential Information"). Upon termination or expiration of this Agreement, the Licensee shall, at the Licensor's option, return Confidential Information to the Licensor or destroy it itself and delete Confidential Information from any electronic devices and cease to use them. The Licensee shall not disclose, grant or transfer any Confidential Information to any third party and will not use the Confidential Information without the Licensor's written consent.

4.2   The parties agree that Section 4.1 shall survive any amendment, expiration or termination of this Agreement.

5.   Trademark Control

Upon request by Licensor, the Licensee will provide Licensor with representative use of Licensees Trademarks contained within and on the Domain name.  Use of the Trademarks on goods or services other than as covered under this Agreement or in a manner inconsistent with Licensors Trademark guidelines shall constitute material breach of this Agreement.

6.   Ownership
Licensee agrees to use the trademarks only as stated in this Agreement and to follow the standards of quality established by Licensor.  Licensee agrees not to use the Trademarks in combination with any other trade name, trademark or service mark without the prior written approval of Licensor.

All uses of the Licensors Trademarks by Licensee, including the goodwill therein, inure to the benefit of Licensor.  Licensee acquires no right, title or interest in the Licensors Trademarks or the goodwill associated with them, other than the right to use the Licensors Trademarks according to this Agreement.  In accepting this Agreement, Licensee acknowledges that as between Licensee and Licensor, Licensor is the owner of the Licensors trademarks and Licensee agrees not to use or apply to register any trademarks which include a Licensor Trademark or any trademark, service mark, trade name or derivation confusingly similar to a Licensor Trademark, in any country or territory during or after the term of this Agreement.  Licensee will not challenge Licensors registration of the Licensors Trademarks, nor assist any one in challenging them.  Licensee will not take any action in derogation of any of the rights of Licensor in any Licensor Trademarks.  At the request of Licensor, Licensee will execute any papers or documents reasonably necessary to protect the rights of Licensor in the Licensors trademarks and execute and deliver such other documents as may be reasonably requested by Licensor.  If Licensee becomes aware of any infringement on the intellectual property rights of Licensor, Licensee will use reasonable efforts to notify Licensor.

7.   Competition
In the event that any of the Domain Names conflict with any of the trademarks or domain names used by any of the Licensor's parent company or affiliate of the Licensor's parent company at the present time or any time in the future, then the Licensor shall have the right to terminate the Agreement by a written notice to the Licensee 30 days before such termination.

8.   Effective Date and Term
8.1   This Agreement has been duly executed by both parties' authorized representatives as of the date first set forth above and shall be effective simultaneously. The term of this Agreement is _______ years or the date of the expiration of period of validity of the Domain Names (whichever is the shorter) unless earlier terminated as set forth below. However, the Licensor and the Licensee shall review this Agreement every three (3) months to determine whether any amendment to the Agreement is necessary after considering the circumstances.

8.2   This Agreement may be extended one year only if the Licensor gives the Licensee its written consent of the extension of this Agreement before the expiration of this Agreement. However, the Licensee has no right to confirm such extension.

9.   Termination

9.1   Termination on Expiration.
This Agreement shall expire on the earlier of the termination date or the date when the Licensor's right to grant a license is terminated unless this Agreement is extended as set forth above.
9.2   Early Termination
Without prejudice to any legal or other rights or remedies of the party who asks for termination of this Agreement, any party has the right to terminate this Agreement immediately with written notice to the other party in the event the other party materially breaches this Agreement and fails to cure its breach within 30 days from the date it receives written notice of its breach from the non-breaching party. During the term of this Agreement, the Licensor may terminate this Agreement at any time with a written notice to the Licensee 30 days before such termination.

10.   Effect of Termination or Expiration

Upon and after the expiration or termination of this license, all rights granted to the Licensee hereunder shall forthwith revert to the Licensor, who shall be free to license others to use Trademarks contained within and on the Domain Names and the Licensee will refrain from further use of the Domain Names or any, direct or indirect use.


11.   Force Majeure

11.1   Force Majeure, which includes acts of governments, acts of nature, fire, explosion, typhoon, flood, earthquake, tide, lightning, war, means any event that is beyond the party's reasonable control and cannot be prevented with reasonable care. However, any shortage of credit, capital or finance shall not be regarded as an event of Force Majeure. The party affected by Force Majeure shall notify the other party without delay.

11.2   In the event that the affected party is delayed in or prevented from performing its obligations under this Agreement by Force Majeure, only within the scope of such delay or prevention, the affected party will not be responsible for any damage by reason of such a failure or delay of performance. The affected party shall take appropriate means to minimize or remove the effects of Force Majeure and attempt to resume performance of the obligations delayed or prevented by the event of Force Majeure. After the event of Force Majeure is removed, both parties agree to resume the performance of this Agreement with their best efforts.

12.   Notices
Notices or other communications required to be given by any party pursuant to this Agreement shall be written in English and shall be deemed to be duly given when it is delivered personally or sent by registered mail or postage prepaid mail or by a recognized courier service or by facsimile transmission to the address of the relevant party or parties set forth below.

Licensor: _____________________________________________

Licensee: _____________________________________________

13.   Indemnification

The Licensee will indemnify and hold harmless the Licensor and its directors, officers, employees and agents (“Indemnitees”) from and against any and all damages, injuries, liabilities, costs and expenses, including but not restricted to actual legal fees and costs charged to any of the Indemnitees by their lawyers, that may be incurred by any of the Indemnitees or claimed by any third parties against any of the Indemnitees in connection with any wares, services or business of the Licensee, any negligent or wrongful conduct of the Licensee, and any breach of this Agreement by the Licensee or by any person who is related to or affiliated with the Licensee.  Notwithstanding the foregoing, Licensor will indemnify, defend and hold Licensee harmless from any claim that the Licensees use of the Trademarks consistent with the terms of this agreement is an infringement of a third partys trademark in those countries where Licensor has registered the accused trademark.



13.   No Assignment or Sublicense by the Licensee

13.1   This Agreement and all the rights and duties hereunder are personal to the Licensee. The Licensee agrees that it will not assign, lease, pledge, sublicense, or in any other way transfer the economic benefits of the license granted hereby or any portion of the rights included therein to any third party without the prior written consent of the Licensor.

13.2   The Licensee hereby agrees that the Licensor shall be able to transfer all or any of its rights and obligation under this Agreement to any third party at its discretion, and such transfer shall only be subject to a written notice serviced to the Licensee by the Licensor, and no any further consent from the Licensee will be required.

14.   Applicable Law

The validity, interpretation and implementation of this Agreement shall be governed by the laws of _____________.

15.   Amendment and Supplement

Any amendment and supplement of this Agreement shall come into force only after both parties sign a written agreement. The amendment and supplement duly executed by both parties shall be part of this Agreement and shall have the same legal effect as this Agreement.

16.   Severability

Any provision of this Agreement which is invalid or unenforceable because of violating the relevant laws in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability, without affecting in any way the remaining provisions hereof.

17.   Appendices

The Appendices referred to in this Agreement are an integral part of this Agreement and have the same legal effect as this Agreement.

18.   Others
This Agreement is executed in two copies.

IN WITNESS THEREOF the parties hereto have caused this Agreement to be duly executed on their behalf by a duly authorized representative as of the date first set forth above.

Licensor:  ________________________________________________
By: _____________________________________________________
Title: ____________________________________________________
Date: ____________________________________________________

Licensee: _________________________________________________
By:  _____________________________________________________
Title: ____________________________________________________
Date: ____________________________________________________



Exhibit 1

Domain Names

Exhibit 2

Calculation and Payment Method of Domain Name License Fee

Licensee should pay for each domain name an amount equal to _____________ per year to Licensor as a license fee. The Licensor has the sole right to determine whether or not to exempt the Licensee's obligation to pay License fee.

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