TRADEMARK LICENSE AGREEMENT
THIS TRADEMARK LICENSE AGREEMENT资本运营管理 (the "Agreement") by and between , a corporation organized under the laws of , and , a company incorporated under the Laws of the The Peoples Republic of China, is made at , and is effective as of the 令旨 day of .
WITNESSETH THAT:
WHEREAS, each party has expresd interest in obtaining a non-exclusive licen to u trademarks, if any, owned now or in the future by the other party, and each party has expresd interest in granting such a licen.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants of the parties hereinafter contained, the parties hereby agree as follows:
ARTICLE 1. DEFINITIONS: Each of the following words or phras shall bear the meaning t forth opposite it as follows:
Net Selling Price: The amount actually billed to purchars, after deducting (1) any federal, state, or local sales or other tax actually levied and paid on the basis of the sales price, (2) resale discounts, (3) returns or allowances, and (4) transportation and packing charges in excess of tho charges normally and routinely incurred in transporting Products sold to the purchar thereof.
Products: Items t forth on Schedules A and B of this Agreement, as modified by the parties from time to time.
Trademarks: Trademarks t forth on Schedules A and B of this Agreement, as modified by the parties from time to time.
市场推广方案Improvements: Improvements to Technology or any other invention or intellectual property.
ARTICLE 2. TRADEMARK LICENSE:
A. Certain Trademarks ud with Products produced by one party (the “Trademark Li
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环境保护措施方案cene”) may be owned by the other party (the “Trademark Licensor”) hereto. In such cas, the Trademark Licensor shall grant to the Trademark Licene, subject to the terms hereof, a non-exclusive right, licen and authority to u the Trademarks which are owned by the Trademark Licensor and which are ud with Products made by the Trademark Licene (the “Trademark Licen.”) The Trademark Licene’s u of the Trademark Licensor’s Trademarks shall inure solely to the benefit of the Trademark Licensor.
B. The Trademarks for which Trademark Licen is granted under Section 2.A. of this Agreement are listed in the attached Schedules A and B. The parties may revi Schedules A and B from time to time by mutual agreement, whereupon the revid Schedules A and B, signed by the parties, shall become a part of this Agreement superding all previous versions thereof and shall become effective on the date indicated on the revid Schedule A or B.
C. The Trademark Licensor makes no reprentations or warranties with respect to t
he ability of the Trademark Licene to u the Trademarks outside of the United States or The Peoples Republic of China or as to the possibility that such u outside the United States or The Peoples Republic of China might infringe or be alleged to infringe third party rights.
D. To the extent feasible, the Trademark Licene shall place applicable Trademarks on all Products it manufactures in whole or in part. The Trademark Licene shall also place applicable Trademarks on all packaging and printed material that it produces or obtains related to any Product. Any Trademarks so ud shall appear exactly as in the registration documents. Other trademarks, words, names, symbols or devices other than Trademarks shall not be ud in conjunction with any Trademarks and may only be ud parately therefrom following the Trademark Licensor's prior written connt to such u.
中国曲阜 E. The Trademark Licene shall ensure that all us of Trademarks on Products and on related packaging and Product literature shall conform to all standards of style, appearance, quality and usage t by the Trademark Licensor from time to time, and all requirements of the law, including any such requirements relating to legends tting forth either the Trademark Licene's or the Trademark Licensor's status in relation to the Trademark or the fact that a Trademark is registered. To this end, before initiating any marketing or lling activity, such as advertising, promoting, distributing, or offering for sale any Product to which a Trademark is applicable, the Trademark Licene shall notify the Trademark Licensor of its intent to initiate such activity and shall afford the Trademark Licensor the reasonable opportunity to obtain a sample of all relevant Trademark usages. The style, appearance, quality and usage of such sample shall be subject to the approval of the Trademark Licensor before any marketing or lling activity concerning the relevant Trademark occurs. Any such sample submitted by the Trademark Licene and not disapproved by the Trademark Licensor within sixty (60) days after receipt by the Trademark Licensor, shall be deemed to have been approved. After the Trademark Licen
sor's approval or lack of disapproval, pursuant to this Section, there shall be no substantive change in the style, appearance, quality, or usage of the relevant Trademark without the prior written connt of the Trademark Licensor. In the event that the style, appearance, quality, or usage of any Trademark ceas or fails to conform to standards t by the Trademark Licensor or any requirement of law, upon the Trademark Licensor's notice, the Trademark Licene shall immediately cea all non-conforming us thereof and shall destroy or remedy all non-conforming us in its posssion or control. All such failures to conform shall be deemed a breach of this Agreement by the Trademark Licene.
F. In order to prerve the integrity and value of the Trademarks involved, the Trademark Licene shall ensure that all Products associated with a Trademark conform to all standards of style, appearance, performance and quality t by the Trademark Licensor from time to time. To this end, before manufacturing, marketing or lling of any such Product, the Trademark Licene shall notify the Trademark Licensor and shall afford the Trademark Licensor the reasonable opportunity to obtain a sample of the relev
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ant Product. The style, appearance, performance and quality of such sample shall be subject to the approval of the Trademark Licensor before any marketing or lling activity concerning the relevant Product occurs. Any such sample not disapproved by the Trademark Licensor within sixty (60) days after receipt by the Trademark Licensor shall be deemed to have been approved. After the Trademark Licensor's approval or lack of disapproval pursuant to this Section, there shall be no substantive change to the style, appearance, performance and quality of the relevant Product without the prior written connt of the Trademark Licensor. In the event that the style, appearance, performance or quality of any Product associated with a Trademark ceas or fails to conform to standards t by the Trademark Licensor, upon the Trademark Licensor's notice, the Trademark Licene shall immediately cea the u of the Trademark in conjunction with such non-conforming Products in its posssion or control. All such failures of Products to conform to standards t by the Trademark Licensor, where such Products are ud in conjunction with a Trademark, shall be deemed a breach of this Agreement by the Trademark Licene.
