The LICENSOR owns trademarks on the word “HOCKEYTOWN USA” and on a design including the text “HOCKEYTOWN USA” along with a United States flag having a hockey stick integrated into the flag. These trademarks are collectively referred to herein as the “LICENSED MARKS”.
“TERRITORY” used herein shall refer to the United State of America.
“LICENSED PRODUCTS” used herein shall refer to consumer goods consisting of: sports bags, umbrellas, housewares, clothing, ornamental pins, hockey equipment, and any other goods listed in the following section.
1. LICENSOR hereby grants to LICENSEE, and LICENSEE accepts a royalty free, non-assignable, non transferable, non-sublicensable, and non-exclusive right and license to use the LICENSED MARKS in the TERRITORY in connection with the manufacture, sale, and distribution of the LICENSED PRODUCTS for a ”ONE-TIME USE”.
2. LICENSOR may review specimens of the LICENSED PRODUCTS sold by the LICENSEE under one or more of the LICENSED MARKS to ensure compliance with LICENSOR’S quality controls and to ensure proper use of the LICENSED MARKS.
3. LICENSEE acknowledges that LICENSOR is the sole and exclusive owner of all right, title, and interest in and to the LICENSED MARKS in the TERRITORY, as well as to all combinations, forms, and derivatives thereof. LICENSEE acknowledges the substantial value and eminent goodwill associated with the LICENSED MARKS< and agrees not to do any act or thing that might in any way adversely affect any rights of LICENSOR in and to any of such LICENSED MARKS or which might reduce the value thereof or detract from their reputation, image, or prestige.
4. LICENSOR shall have the immediate right to terminate this Agreement and any other rights granted to LICENSEE hereunder, by written notice, for any reason including if the LICENSEE uses any of the LICENSED MARKS in an unauthorized or improper manner or if LICENSEE ceases to exist or is involved in bankruptcy. The LICENSEE may terminate this Agreement with written notice of such intention to terminate.
5. LICENSEE hereby indemnifies LICENSOR, its officers, employees, and agents for any claims (including but not limited to, product liability, wrongful death, and negligence claims), suits, losses, expenses, damages, or other liability including attorneys’ fees and related costs arising from, caused by, relating to, or incident to the manufacture, packaging, advertising, sale, and use of the LICENSED PRODUCTS. This indemnification shall survive the termination of this Agreement.
6. This Agreement shall inure to the benefit of the LICENSOR< it’s successor and assigns, but will be personal to LICENSEE. LICENSOR shall have the absolute, unfettered right to transfer this Agreement and its rights and obligations thereunder to any third party upon notice to the LICENSEE.