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TRADEMARK REGISTRATION AND DISTRIBUTION AGREEMENT
This Trademark Registration and Distribution Agreement (Agreement) is entered into this [date], [yyyy] between [Name], having its principal place of business at [Address], (Company) and [Name], a [jurisdiction] corporation, having its principal offices at [Address] (Distributor) (each individually a Party) and collectively, the Parties.
WHEREAS, Company and Distributor intend to bind themselves together by this Agreement to provide for the registration of various trademarks on behalf of Company and for the subsequent distribution of Services and related products provided by Company
NOW THEREFORE, Company and Distributor, in consideration of the mutual covenants, conditions and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, do hereby agree as follows:
1. Definitions.
a) Trademark means all trademarks, logos, designs and other intellectual property that are developed and owned by Company, including but not limited to the wordmarks, graphics, colors, and other aspects.
b) Service means the services, products, or other offerings that are provided by Company to the customers of Distributor under the Trademark.
c) Confidential Information means any information disclosed or received in connection with the transactions contemplated by this Agreement, including but not limited to, trade secrets, proprietary data, customer and supplier lists, operational costs, pricing information and business plans.
2. Trademark Registration and Services Offered.
a) Company hereby grants to Distributor a non-exclusive license to use and register the Trademark in all countries in which Distributor is doing business.
b) Company hereby agrees to provide the Services to Distributor, upon request by Distributor, and to make all reasonable efforts to ensure timely and accurate performance of such Services.
3. Related Services and Products.
a) Company shall make available all sales, marketing, support and related services related to the Services and will provide training programs and all technical assistance necessary to relate the Trademark to the Services.
b) Company shall provide all materials and information necessary for Distributor is to effectively and efficiently market and sell the Services.
4. Compensation.
a) Distributor agrees to pay Company a fee for the Services based on the terms set forth in the applicable Addendum.
b) Distributor shall pay Company all applicable taxes, fees and other costs incurred in relation to the registration and distribution of the Services.
5. Confidentiality.
a) Neither Party may use or disclose the Confidential Information of the other Party without the prior written consent of the disclosing Party.
b) Each Party agrees to take all reasonable steps to protect the Confidential Information of the other Party and to ensure that only those persons with a need-to-know are made aware of such Confidential Information.
6. Assignment and Termination.
a) This Agreement may not be assigned or transferred by either Party without the prior written consent of the other Party.
b) The Parties may terminate this Agreement by mutual written consent of both Parties.
7. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the [Jurisdiction].
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
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[Name]
[Company]
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[Name]
[Distributor]
