Trademark License Agreement

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Revision as of 10:30, 19 October 2006 by Matteo (talk | contribs) (→‎ARTICLE 2- OWNERSHIP AND USE OF THE LICENSED TRADEMARKS: this firms up "ownership" and better defines what is owned and who does what paperwork.)
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This is a page concerning a policy or procedure in development.
Once fleshed out, we'll consider it for adoption as official policy at Free Geek.


This Trademark License Agreement (this "Agreement") is made as of *Date* by and between *Free Geek Place*, a *State* Nonprofit corporation ("FG-*") and Free Geek, a Oregon nonprofit corporation ("Free Geek").

WHEREAS, Free Geek is the owner of the trademark and tradename "Free Geek" and registrations and applications therefor in the forms set forth on Schedule A attached hereto (the "LICENSED TRADEMARK(s)").

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- QUALITY PROVISIONS

ARTICLE 4- DURATION OF LICENSE AND TERMINATION

ARTICLE 5 - PROTECTION

ARTICLE 6- NEW TRADEMARKS

ARTICLE 7-INDEMNIFICATION

ARTICLE 8- MISCELLANEOUS

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: