Licensor — Galaxy Holdings
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Name: Michael Yuan
Title: General Manager
Date:
Licensee —
Name:
Title:
Date:
This Trademark License Agreement (the “Agreement”) is made and effective as of between Galaxy Holdings, a TX LLC located at (the “Licensor”), and , a located at (the “Licensee”). The Licensor and the Licensee are each a “Party” and together the “Parties.”
The Licensor owns the trademark identified below (the “Licensed Mark”) and the goodwill associated with it:
| Mark | |
|---|---|
| Registration / Application No. | |
| Licensed Goods / Services |
Subject to this Agreement, the Licensor grants the Licensee a , non-transferable license to use the Licensed Mark solely on and in connection with the Licensed Goods / Services within the Territory during the Term. “Territory” means . The Licensee may not sublicense the Licensed Mark without the Licensor’s prior written consent. All rights not expressly granted are reserved by the Licensor.
The Licensee acknowledges that the Licensor is the owner of the Licensed Mark and the associated goodwill, that all use of the Licensed Mark by the Licensee inures solely to the benefit of the Licensor, and that the Licensee acquires no ownership rights in the Licensed Mark. The Licensee shall not register, or attempt to register, the Licensed Mark or any confusingly similar mark, and shall not challenge the Licensor’s ownership or the validity of the Licensed Mark.
The Licensee shall use the Licensed Mark only on goods and services that meet the quality standards and specifications established by the Licensor (the “Usage Guidelines”): . The Licensee shall, upon request, submit representative samples of goods, packaging, and marketing materials bearing the Licensed Mark for the Licensor’s approval, and shall permit the Licensor, on reasonable notice, to inspect the Licensee’s operations to verify compliance. The Licensee shall display appropriate trademark notices and conform to the form and presentation specified by the Licensor.
In consideration of the license, the Licensee shall pay the Licensor a royalty of . The Licensee shall keep accurate records and deliver royalty reports and payments on a basis, and the Licensor may audit those records not more than once per year on reasonable notice.
This Agreement begins on the Effective Date and continues for unless earlier terminated. The Licensor may terminate immediately if the Licensee uses the Licensed Mark outside the scope of this Agreement, fails to maintain the quality standards, or challenges the Licensed Mark. Either Party may terminate on written notice if the other materially breaches and fails to cure within thirty (30) days, or upon the other’s insolvency. On termination, the Licensee shall immediately cease all use of the Licensed Mark, subject to any sell-off period the Licensor permits in writing.
The Licensor represents that it owns the Licensed Mark and may grant this license. The Licensee shall indemnify the Licensor against claims arising from the Licensee’s goods, services, or use of the Licensed Mark outside the scope of this Agreement. EXCEPT AS EXPRESSLY STATED, THE LICENSED MARK IS LICENSED “AS IS,” WITHOUT OTHER WARRANTIES, EXPRESS OR IMPLIED.
This Agreement is governed by and construed in accordance with the laws of the State of TX, without regard to its conflict-of-laws rules, and by applicable U.S. federal trademark law. This Agreement is the entire agreement between the Parties on its subject matter and may be executed in counterparts, including by electronic signature.
Name: Michael Yuan
Title: General Manager
Date:
Name:
Title:
Date: