Trademark License Agreement
* We need to make this document make sense for us. * There is a lot of legal speak. * This document may change drasticly as we learn. * I am adding notes on the discussion page. Please comment there. Don't be shy. * I am not a contract expert by any means. [[[User:Matteo|Matteo]]
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TRADEMARK LICENSE AGREEMENT
This Trademark License Agreement ("Agreement") is made as of *Date* by and between *Free Geek Place*, a *State* Nonprofit corporation ("FG-*") and Free Geek, an Oregon nonprofit corporation ("Free Geek").
WHEREAS, Free Geek owns the registered trademark and tradename "FREE GEEK" and other marks as set forth on the attached Schedule A ("Marks").
WHEREAS, Free Geek
NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties, intending to be legally bound, hereto agree as follows:
ARTICLE 1 - GRANT OF LICENSE
1.1 Free Geek hereby grants to *FG-*, and *FG-* hereby accepts, a non-exclusive, worldwide, royalty-free license to use the LICENSED TRADEMARK(s) solely in connection with the COMPANY BUSINESS, subject to the limitations set forth in this Agreement.
1.2 Except as provided in this Article, all licenses granted herein shall be nontransferable and nonassignable without the prior written consent of Free Geek.
ARTICLE 2 - OWNERSHIP AND USE OF THE LICENSED TRADEMARKS
2.1 *FG-* acknowledges that Free Geek owns the LICENSED TRADEMARK(s) and all rights therein and that nothing in this Agreement shall give *FG-* any right, title or interest in or to the LICENSED TRADEMARK(s) other than pursuant to the license granted hereby.
2.2 *FG-* agrees that it will do nothing inconsistent with Free Geek's ownership of the LICENSED TRADEMARK(s) and shall not claim adversely to Free Geek, or assist any third party in attempting to claim adversely to Free Geek, with regards to such ownership. *FG-* agrees that it will not challenge the title of Free Geek to the LICENSED TRADEMARK(s), oppose any registration thereof, or challenge the validity of this Agreement or the licenses granted herein.
2.3 Without the prior written approval of Free Geek, *FG-* is not authorized to use the LICENSED TRADEMARK(s) in connection with any business activity unrelated to the *FG-* BUSINESS.
2.4 Notwithstanding the license granted herein and any of the provisions hereof, no rights or licenses are granted to *FG-* with respect to any other trademark, service mark, and/or trade name not listed on Schedule A hereto.
2.5 *FG-* agrees to assist Free Geek in recording this Agreement with appropriate government authorities where such recording is required by law or regulation or where such recording is permitted or desired by Free Geek.
2.6 All costs associated with recording this Agreement, the license granted herein and registering, maintaining, or renewing LICENSED TRADEMARK(S) exclusively used by *FG-* shall be borne by *FG-*. All costs associated with registering, maintaining or renewing any LICENSED TRADEMARK(S) also used by Free Geek shall be borne by Free Geek.
ARTICLE 3 - FAIR USE PRINCIPLES
3.1 *FG-* must:
- Have a mission that is similar to and does not contradict the Free Geek Mission Statement.
- Dispose of equipment in an ethical and environmentally responsible manner.
- Use Free/Open Source Software wherever possible and must promote the Free Software philosophy in other ways, such as transparent collaboration with others.
- Provide low- and no-cost computer technology and training to their community.
- Be democratically run in a non-hierarchical way that is open and transparent to all participants in its programs.
- Be a non-profit business (as legally defined in their location) and must follow honest business practices and have the stated goal of advancing the common good.
ARTICLE 4 - DURATION OF LICENSE AND TERMINATION
4.1 This Agreement and the license granted herein shall be effective as of the day and year first above written, and shall terminate upon the earlier of (i) three years following the date thereof and (ii) termination pursuant to this Article 4.
4.2 In the event that *FG-* breaches any provision of this Agreement, including but not limited to failure by *FG-* to comply with the STANDARDS established under Article 3, Free Geek shall have the right to terminate the license granted if (i) it has given written notice to the *FG-* of such breach and (ii) such breach shall be continuing ninty days from the date of such notice.
4.3 Free Geek shall have the right to immediately terminate this Agreement, or any or all licenses granted herein, upon written notice to the Company in the event of a winding-up, sale, consolidation or merger where *FG-* is not the survivor, or any sequestration by governmental authority of *FG-*.
4.4 Upon the termination of this Agreement, *FG-* agrees to (i) promptly discontinue all use of LICENSED TRADEMARK(s) and/or any similar trade name which contain "Free Geek" as a part thereof and (ii) promptly take all steps to refrain from using the LICENSED TRADEMARK(s) in advertising, commercial registers, directories, Internet and web-sites, telephone listings, and all other similar listings.
ARTICLE 5 - PROTECTION
5.1 *FG-* shall promptly notify Free Geek of any and all infringements, imitations, simulations or other illegal use or misuse of the LICENSED TRADEMARK(s) which come to *FG-*'s attention. As the sole owner of the LICENSED TRADEMARK(s), Free Geek shall determine whether to take any action to prevent the infringement, imitation, simulation or other illegal use or misuse of the LICENSED TRADEMARK(s). If Free Geek elects not to take such action, *FG-* may take such action at the Free Geek's expense if it has received Free Geek's prior written approval to take such action. In this event, Free Geek shall, at *FG-*'s expense, cooperate in such action with *FG-* including, without limitation, joining as a party. Any money recovered by way of damages or otherwise with respect to such action shall be kept by the party which bore the costs of such action; or, in any case where the parties have shared the costs, such money shall be shared in proportion to the costs borne by each party.
5.2 The *FG-* shall render Free Geek all reasonable assistance in connection with any matter pertaining to the protection, enforcement or infringement of LICENSED TRADEMARK(s) used by the *FG-*, whether in the courts, administrative or quasi-judicial agencies, or otherwise.
ARTICLE 6 - NEW TRADEMARKS
ARTICLE 7 - INDEMNIFICATION
7.1 *FG-* agrees to indemnify and hold harmless Free Geek and its directors, officers and employees from any and all claims for damage or injury to persons or property or for loss of life or limb whereby Free Geek has been found liable to any third party under any product liability, tort liability or similar action arising out of or in connection with the use by the Company of the LICENSED TRADEMARK(s).
7.2 Free Geek agrees to indemnify and hold harmless *FG-* and its directors, officers and employees from any and all claims of a third party arising out of or in connection with any claim that *FG-*'s use of the LICENSED TRADEMARK(s) violates the rights of such third party to such LICENSED TRADEMARK(s).
ARTICLE 8 - MISCELLANEOUS
8.1 Entire Agreement. This Agreement and any other writing signed by the parties that specifically references this Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter hereof. This Agreement is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder.
8.2 Assignability. This Agreement may not be assigned nor transferred by *FG-* without the prior consent of Free Geek.
8.3 Waiver. The waiver by Free Geek of a breach of any provision contained herein shall be in writing and shall in no way be construed as a waiver of any subsequent breach of such provision or the waiver of the provision itself.
8.4 Injunctive Relief. *FG-* acknowledges that monetary relief would not be an adequate remedy for a breach or threatened breach by *FG-* of the provisions of this Agreement and that Free Geek shall be entitled to the enforcement of this Agreement by injunction, specific performance or other equitable relief, without prejudice to any other rights and remedies that Free Geek may have.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers or agents as of the day and year first above written.
Free Geek By: _______________________________ Name: Title:
*FG-* By: _______________________________ Name: Title: