License agreement - install, construct, operate, maintain

Abogados Civil

Extracto

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License agreement - install, construct, operate, maintain

This License Agreement - Install, Construct, Operate, Maintain (the "Agreement") is effective [DATE],

BETWEEN: [FIRST PARTY NAME] (the "Licensor"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[YOUR COMPLETE ADDRESS]

AND: [SECOND PARTY NAME] (the "Licensee"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

AND: [THIRD PARTY NAME] (the "Guarantor"), an individual with his main address located at:

[COMPLETE ADDRESS]

RECITALS

WHEREAS [FIRST PARTY NAME] is the registered owner in [COUNTRY] of the trade marks listed in Schedule A-1 annexed hereto.

AND WHEREAS [FIRST PARTY NAME] is also the owner of the trade name [SPECIFY] and other trade names which include the word [SPECIFY], all of which [FIRST PARTY NAME] has adopted and used to identify [SPECIFY] other products sold or used therein, and which [FIRST PARTY NAME] uses, and controls the usage of, in order to maintain, identify and further develop the reputation and goodwill established with the public by the association of its trade name and trade marks with the high quality of products and services available at [SPECIFY];

AND WHEREAS [FIRST PARTY NAME] is the owner of the goodwill associated with its trade marks and with OPERATIONS throughout [COUNTRY] operated under a trade name which includes the word [SPECIFY];

AND WHEREAS [FIRST PARTY NAME] has developed standards and specifications for buildings, decor, equipment, equipment layouts, supplies and menus, quality and quantity standards, operating procedures for sanitation, maintenance, food and beverage storage, preparation and service, methods and techniques for inventory and cost controls, record keeping and reporting, personnel management, purchasing, sales, promotions and advertising;

AND WHEREAS the trade mark [SPECIFY] when displayed in or about a [SPECIFY] operating under a trade name which includes the word [SPECIFY], denotes to the public that the operation is either owned and operated by [FIRST PARTY NAME] or an operator licensed by [FIRST PARTY NAME];

AND WHEREAS by reason of the maintenance of high standards of quality of product and service in [SPECIFY] the enviable reputation of [FIRST PARTY NAME] would be severely damaged if operations operating under and/or using the name [SPECIFY] were not maintained and operated in accordance with the highest standards and if the [SPECIFY] sold therein were not sold under the highest possible sanitary conditions and if the service thereof was not made in a wholesome and appetizing manner;

AND WHEREAS [FIRST PARTY NAME] is in the business, among other things, of licensing [SPECIFY] operations to be opened and operated pursuant to license agreements, and the Licensee recognizes the benefits to be derived from a license issued by [FIRST PARTY NAME] to be identified with the name [SPECIFY] and desires to operate a [SPECIFY] operation, and the Licensee acknowledges having had a full and adequate opportunity to be thoroughly advised of the terms and conditions of this License Agreement by advisors of the Licensee's own choosing;

AND WHEREAS it is the desire of the parties hereto that the Licensee acquire the license herein granted to operate a [SPECIFY] operation at the location hereinafter mentioned under and pursuant to the covenants, terms and conditions herein contained:

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the covenants, conditions and provisions herein contained and in consideration of the full and faithful performance by the Licensee of each and every one of the covenants, terms and conditions herein contained, the parties hereto hereby covenant, warrant and agree as follows:

[if !supportLists]1. [endif]GRANT OF LICENSE

[if !supportLists]1.1. [endif][FIRST PARTY NAME] hereby grants to the Licensee the right and license:

[if !supportLists]a) [endif]To use the above recited trade marks and trade names in the operation of a [SPECIFY] operation at the location known municipally as:

[FULL ADDRESS]

[STATE/PROVINCE], [STATE/PROVINCE]

Schedule "A" hereto annexed contains a more particular description of the lands and premises on and from which the [SPECIFY] operation is to be operated; and

[if !supportLists]b) [endif]In the operation of the [SPECIFY] operation, to use [FIRST PARTY NAME]'s distinctive labels, designs, cartons, containers and advertising material furnished to the Licensee by [FIRST PARTY NAME] or its material suppliers from time to time at the Licensee's request and expense; and

[if !supportLists]c) [endif]To sell, use and distribute in the [SPECIFY]...

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