SIGN GREETERS BUSINESS AGREEMENT
THIS BUSINESS AGREEMENT (“Agreement”) is entered into and effective as of _____, 2020 (the “Effective Date”) by and between Sign Greeters, LLC, a Delaware limited liability company (hereinafter “Sign Greeters“ or “Licensor”), with a business address of 227 Sandy Springs Place, Suite D-240, Sandy Springs, GA 30328, and _____________, a _________ (limited liability company or corporation) (“Licensee”).
WHEREAS, Licensor is in the business of producing, marketing and selling celebration yard signs (the “Business”); and
WHEREAS, Licensor is the owner of the trademark “SIGN GREETERS” and related intellectual property rights and has the exclusive right to grant to any third party the right to use the SIGN GREETERS trademark; and
WHEREAS, Licensee, through this Agreement, desires to obtain the right to use the trademark SIGN GREETERS and related rights, within the Territory, defined below, in connection with the purchase, advertisement and promotion of Licensor’s products; and
WHEREAS, Licensor is willing to grant such a license to Licensee, upon the terms and conditions set forth in this Agreement.
THEREFORE, in consideration of the mutual promises and conditions contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
“Territory” means the State of Georgia and the Zip Code 30328, (list all) .
“Products” mean the Sign Greeters’ brand products. Sign Greeters reserves and shall have the right to modify or discontinue any Product available to Licensee at any time.
“Customer” means the end-user of the Products.
2. Appointment; Restrictions. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts, a nontransferable, nonexclusive right to market and sell the Products to Customers solely within the Territory. Licensee shall not market or sell any Product outside its Territory or assign or transfer any rights granted to it in this Agreement to any other person or entity without the prior express written consent of Licensor. Licensee shall not purchase or use any products in the Territory that are not Sign Greeter Products. In the event that Licensee breaches any of the restrictions contained in this Section 2, Licensor may reassign the Licensee or terminate this Agreement and the License Agreement, in its sole discretion.
3. Fees. Upon the execution and delivery of this Agreement, Licensee shall pay Licensor the Initial Fees as set forth on Exhibit “A” hereto. Licensor, in its sole discretion, may approve and qualify a Licensee for financing of a Territory on terms and conditions agreed upon between Licensor and Licensee.
(a) Initial Inventory. Upon payment of the Initial Fee, Licensee will receive a startup inventory package of Products as set forth in detail on Exhibit “B” hereto and made a part hereof. Licensor, in its sole discretion, may approve and qualify a Licensee for financing of a Territory on terms and conditions agreed upon between Licensor and Licensee.
(b) Training. Licensor will provide virtual initial training to Licensee to assist it in the early phase of its Sign Greeters business. On an as-needed basis, Licensor will provide Licensee supplemental virtual training in Licensor’s sole discretion. Licensee will also be able to participate in monthly virtual meetups and in private online groups with other Licensees.
(c) Marketing Support. Licensor shall list Licensee by State and Zip Code on Sign Greeters’ web site at www.signgreeters.com (the “SG web site”). Licensor shall place and maintain ads on Facebook, Instagram and Google and be active on Twitter, Snapchat, YouTube Instagram. Licensor may terminate or add new social media accounts, as it may choose, in its sole discretion. Licensor will provide monthly tracking of the results of Search Engine optimization to Licensee. Licensor shall also provide Licensee with monthly marketing materials and promotions (“Marketing Materials”).
4. Licensee’s Obligations. During the term of this Agreement, Licensee shall:
(a) Use commercially reasonable efforts to sell the Products;
(b) Accept Customer returns and exchanges and issue refunds or replace Products in accordance with Licensor’s policies with respect to such matters as in effect from time to time. Any Customer credits or charges resulting from returns, exchanges or replacements shall be billed or credited by Licensor to Licensee based on Licensor’ pricing to Licensee, and Licensee will provide corresponding billings and credits to its Customers based upon Licensee’s pricing to its Customers, as applicable.
(c) Comply with all laws and regulations applicable to its business and to the sale and marketing of Products.
(d) Keep Licensor reasonably informed of any problems encountered with Products or related services and of any information which may indicate a need to change or improve any Product or service.
(e) Make only such representations and warranties regarding the Products as Licensor may from time to time authorize in writing. Licensor’s current warranty is set forth in Section 8 of this Agreement.
(f) Participate in such promotional and Customer support programs as may from time to time be offered by Licensor and use commercially reasonable efforts to assure that any promotional allowances or discounts offered by Licensor are passed through to Customer accounts.
(g) Ensure Customer issues, requests, and queries are handled in a prompt and professional manner. Failure to do so at any time may result in account reassignment by Licensor.
(h) Install all Products according to the reasonable directions and specifications required by the Customer and subject to any changes to said directions and/or specifications that Licensor may from time to time require.
5. Orders and Payment. Licensor will maintain a dedicated page on the SG web site for Licensee to order and pay for Products. Shipment of Products to Licensee shall be made only upon receipt of electronic notice of purchase order from Licensee to Licensor via the SG web site. All orders include sales tax, if required by law, and shipping costs for Products to be delivered outside of the State of Georgia. All purchase orders shall be subject to acceptance by Licensor; Licensee shall receive electronic notice of shipment from Licensor, which shall be deemed to occur when Licensor ships Products pursuant to such purchase order. Licensor reserves the right to refuse to accept any purchase order. Licensor shall ship or provide all Products sold to Licensee directly. Licensee shall assume the credit risk of all sales to its Customers.
Following delivery, Licensee shall notify Licensor of any shortages or other noncompliance with the relevant purchase order and Licensor shall promptly remedy any failure of the Product to comply with the relevant purchase order by (i) promptly delivering any Product necessary to correct any shortages or other noncompliance with the relevant purchase order, or (ii) refunding to Licensee any monies paid by Licensee for Product not received by Licensee or other noncompliant Product. Licensor shall pay the cost of shipping for the return of defective Products from outside of the State of Georgia The terms and conditions of this Agreement, as set forth herein, shall prevail over any inconsistent or additional terms set forth in Licensee’s order. Risk of loss passes from Licensor to Licensee upon delivery of the Products to Licensee.
6. Price Terms. A price list for all Products shall be provided by Licensor separate from this Agreement. Prices and terms of sale shall be subject to change at any time upon thirty (30) days’ advance written notice to Licensee but no price increase shall apply to any purchase order received by Licensor before thirty (30) days have passed since Licensee has been notified in writing of such increase. The prices quoted to Licensee do not include any sales, use, value-added or other taxes applicable to sales of Products to Licensee, which will be Licensee’s sole responsibility, whether or not Licensee is invoiced for such taxes by Licensor; provided, however, that in no event will Licensee be liable for taxes in connection with Licensor’ income and/or payroll.
7. Insurance. Prior to the first shipment of Products, Licensee shall provide Licensor with a Certificate of Insurance evidencing limits for General Liability acceptable to Licensor and an Endorsement for hired and non-owned auto liability.
8. LIMITED PRODUCT WARRANTY. Licensor warrants Products to be free from defects in materials and workmanship as the date of original purchase. If a Customer contacts Licensee during the warranty period claiming any such breach of warranty, Licensee shall promptly refer the matter to Licensor. Warranty does not apply if Product has been damaged or abused by Licensee or by Customer, has been modified without the written permission of Licensor or if identifying marks or seals have been removed or defaced by either Licensee or Customer. If Licensor is unable to replace any nonconforming Product, it will so notify Licensee. Licensor agrees to accept a return of any such defective Product that Licensor has been unable to replace. In such event, Licensor shall refund or credit Licensee any amounts paid by Licensee to Licensor for such returned Product and Licensee shall refund or credit to its Customer the amount it paid to Licensee for such Product. Such correction, replacement or refund shall be Licensor’s sole obligation and Licensee’s sole remedy with respect to any warranty or other claim relating to any Product, even in the event of Licensor’ negligence. Licensor reserves the right to modify or change the warranty policy as described in this Section 8 by providing Licensee thirty (30) days’ prior written notice; provided, however, that no such modification or change in the warranty policy shall apply to any purchase order received by Licensor before thirty (30) days have passed since Licensee has been notified in writing of such modification or change in the warranty policy.
The warranties and remedies set forth above, are exclusive. NO OTHER WARRANTIES OR REMEDIES, EXPRESS, IMPLIED OR STATUTORY, APPLY TO ANY PRODUCT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH COMPANY EXPRESSLY DISCLAIMS.
9. Limitation of Liability. Except with respect to claims relating to (a) a party’s breach of the confidentiality provisions of Section 10 or the proprietary information provisions of Section 11, (b) a party’s fraud, gross negligence or willful misconduct, neither party will be liable for, nor shall either party make any claim against the other party for, (i) any special, incidental, consequential or punitive damages arising out of or relating to this Agreement or the performance or breach thereof (even if such party has been advised of the possibility of such damages), or (ii) any amounts in excess of the total purchase price of Products ordered by Licensee hereunder during the calendar year preceding the date the cause of action arose.
10. Confidentiality. Each party (a “Receiving Party”) shall maintain in confidence all information heretofore or hereafter disclosed by the other (a “Disclosing Party”) which such Receiving Party knows or has reason to know are confidential or other proprietary information owned by or licensed to the other, including, but not limited to, the terms of this Agreement, technical information relating to any of the Products, sales figures and other financial information of either party, identities of either party’s customers, pricing and other information, information and plans concerning future products and proposed sales promotions, marketing plans and all information designated as confidential in writing from one party to the other (all of the foregoing being hereinafter referred to as “Confidential Information”). Neither party shall use any such Confidential Information received from the other except as permitted by this Agreement or disclose the same to anyone other than those of its officers, directors or employees as are necessary regarding such party’s activities as contemplated by this Agreement. Each party shall use commercially reasonable efforts to ensure that its managers, officers, directors and employees do not disclose or make any unauthorized use of such Confidential Information. Each party shall notify the other promptly upon discovery of any unauthorized use or disclosure of the other’s Confidential Information.
Confidential Information shall not include information which (i) either party learns from other sources which have a right to that information free from confidentiality restrictions; (ii) is available to the public or readily discernible from information available to the public; (iii) enters the public domain other than through the actions or inactions of either party; or (iv) is independently developed by either party without reference to, or reliance on, the Confidential Information.
11. Proprietary Information. Licensee acknowledges that all trademarks, service marks, trade secrets, works of authorship including Marketing Materials, all content and images contained on, and the look and feel of, the SG web site are and remain the exclusive property of Sign Greeters (collectively, the “Intellectual Property”). Sign Greeters owns all rights, including patent, copyright, trademarks service marks, and other intellectual property rights (collectively, the “Intellectual Property Rights”) in and to its Intellectual Property. Licensee agrees that, except for its rights granted in this Agreement and in the Trademark License defined in Section 12 below, Licensee shall not acquire any rights or interest any Intellectual Property pursuant to this Agreement or otherwise and that it will not dispute or take any action inconsistent with any of Licensor’ Intellectual Property Rights.
12. Closing Condition. The execution and delivery of this Agreement is contingent on the delivery to Licensor of a Trademark Licensing Agreement, a copy of which is attached hereto as Exhibit “C” (the “Trademark License”).
13. Noncompetition. During the Initial Term or any Renewal Term of this Agreement and for a period of two years following the expiration or termination of this Agreement for any reason, Licensee shall not engage in the same or substantially the same Business of Licensor within the Territory or territories licensed to Licensee pursuant to the Trademark hereunder either as an officer, manager, director, employee, consultant, licensee or as an investor in greater than 5% of the equity interest in, for, or on behalf of any entity or other person that is a competitor of the Business.
14. Term and Consequences of Termination.
(a) Term. Unless otherwise terminated in accordance with this Agreement, the initial term of this Agreement shall commence upon execution hereof by each party and shall continue for one (1) year (the “Initial Term”), automatically renewing each year thereafter for one (1) year terms (each, a “Renewal Term”) unless earlier terminated.
(b) Termination. Notwithstanding the term provided in Section 13.1, this Agreement may be terminated:
i. Automatically without notice if either party becomes the subject of any voluntary or involuntary arrangement, composition, bankruptcy or other insolvency proceeding;
ii. By Licensor upon written notice to Licensee if Licensee fails to pay Licensor for any Products when due; or
iii. By the non-defaulting party upon written notice to the other if the other party should default in the performance of any of its covenants or agreements set forth herein and such default should not be fully cured within fifteen (15) days after written notice from the non-defaulting party; and
iv. By either party, for any reason, upon thirty (30) days’ prior written notice to the other party.
15. Consequences of Termination. Upon termination or expiration of this Agreement:
(a) All rights of Licensee hereunder shall terminate, and Licensee shall cease to represent or hold itself out as an authorized Sign Greeters Licensee.
(b) licensee shall pay all amounts if any, due to Licensor in accordance with the terms set forth herein.
(c) Licensee shall, upon request, immediately return to Licensor all Marketing Materials, brochures, business cards, advertising price lists and other materials relating to the Products or Licensor or bearing any of the Trademarks as Licensor may request to be returned.
(d) Licensee shall remove all references to Sign Greeters, the Products and any Trademarks from any web sites or directory listings operated, maintained or used by Licensee.
(e) Each party shall return to the other, upon request, any Confidential Information of the other party as provided in Section 10.
(f) Except as expressly provided otherwise herein, following the expiration or termination hereof the parties shall continue to perform their respective obligations under this Agreement which specifically survive or are to be performed after the date of termination. The provisions of this Agreement which by their nature are intended to survive expiration and/or termination of this Agreement shall remain in full force and effect following expiration and/or termination of this Agreement, regardless of who causes the termination and under what circumstances.
(g) Except as provided above or elsewhere herein, neither party shall have any liability or obligation to the other upon the termination of this Agreement to pay any indemnity, compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or have any obligation to reimburse the other for any expenditures, investments or commitments made in connection with or in anticipation of the business relationship provided for herein.
(h) Notwithstanding anything expressed or implied to the contrary, in the event of the expiration or termination of this Agreement, Sign Greeters and Licensee shall ensure that any order in progress for a Customer with a delivery date following the effective date of expiration or termination of this Agreement shall be fulfilled, delivered and completed by Licensee following the effective date of termination of this Agreement.
16. Relationship of the Parties; Indemnification.
(a) Relationship of the Parties. The relationship between Sign Greeters and Licensee is solely that of a licensor and licensee and nothing in this Agreement shall be construed to constitute the parties hereto as partners or as agents of one another or as authorizing either party to obligate the other in any manner. Licensee shall not represent itself, directly or by implication, to be an employee, agent, or partner with Licensor or in any manner, assume or create any obligation on behalf of or in the name of Licensor.
(b) Indemnification. Subject to Section 9, and with the exception of Sections 10 and 11, Licensee and Licensor shall each, at its sole cost and expense, defend, indemnify and hold harmless the other party, its officers, directors, managers, members, shareholders, employees, agents, successors and assigns, subsidiaries and affiliates, and each of their officers, directors, managers, members, shareholders, employees and agents, (such party entitled to indemnity, an “Indemnified Party”) from and against any and all liabilities, losses, damages, claims, demands, interest, awards, judgments, penalties, fines, costs and/or expenses (including reasonable legal, attorneys’ fees and expenses, court costs, disbursements, and costs of settlement) actually suffered or incurred by an Indemnified Party, arising out of or resulting from: (a) the material breach by the other party(the “Indemnifying Party”) of any term, obligation, representation, warranty, covenant or agreement set forth in this Agreement; (ii) any negligent act or omission or intentional misconduct of the Indemnifying Party, or any of its parent, affiliates, divisions, subsidiaries and each of their successors, assigns, affiliates, officers, directors, managers, members, shareholder, agents, representatives or employees; (iii) the violation of applicable laws, rules or regulation by the Indemnifying Party or any of its parent, affiliates, divisions, subsidiaries and each of their successors, assigns, affiliates, officers, directors, managers, members, shareholder, agents, representatives or employees.
The foregoing indemnification shall not apply in the event and to the extent that a court of competent jurisdiction determines that such liability, loss, damage, claim, demand, interest, award, judgment, penalty, fine, cost and/or expense arose as a result of the act, omission, negligence, intentional misconduct or breach of this Agreement by the Indemnified Party, or any of its parent, affiliates, divisions, subsidiary and each of their successors, assigns, affiliates, officers, directors, managers, owners, agents, representatives, contractors or employees.
17. Successors and Assigns. This Agreement is binding upon, and inures to the benefit of, the parties and their respective successors and permitted assigns. Neither party may assign this Agreement, in whole or in part, without the express prior written consent of the other party which may be withheld in such party’s sole discretion. For purposes of this Agreement a Change of Control (as defined below) of Licensee shall constitute an assignment and require prior written consent in accordance with this Section 14. A “Change of Control” means (i) the sale or transfer (whether by equity purchase or sale, merger, exchange, investment or similar transaction) of more than fifty percent (50%) of Licensee’s issued and outstanding equity securities, or (ii) the sale of a majority of Licensee’s assets, in each case in a single transaction or series of related transactions.
18. Disputes. Except for Section 10 and Section 11 of this Agreement, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration panel shall consist of one arbitrator approved by both parties with experience in the subject matter, applying Delaware law without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. The parties hereby consent to arbitration in Atlanta Georgia.
19. All claims or disputes arising out of Section 10 or Section 11 of this Agreement or any other intellectual property dispute shall be submitted to the Georgia Northern District Federal Court sitting in Atlanta, Georgia.
20. Construction. The headings of the Sections and Title of this Agreement are for convenience only and in no way, modify, interpret or construe the meaning of specific provisions of this Agreement.
21. Entire Agreement; Waiver. This Agreement constitutes and contains the complete, final and exclusive understanding and agreement of the parties with respect to the subject matter hereof and supersedes and terminates all other prior commitments, arrangements or understandings, both oral and written, between the parties with respect thereto. This Agreement may not be modified or amended except by an instrument in writing executed by each of the parties. No waiver of any provision of this Agreement will be effective unless made in writing. No waiver of any breach of any provision of this Agreement will constitute a waiver of any subsequent breach of the same or of any other provision of this Agreement.
22. Severability. Any provision of this Agreement which is held by a court of competent jurisdiction to be prohibited or unenforceable in such jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
23. Notices. Any notice pursuant to this Agreement must be in writing and will be deemed effectively given to another party on the earliest of the date (a) three (3) business days after such notice is sent by registered U.S. mail, return receipt requested, (b) one (1) business day after receipt of confirmation of actual receipt by that party if such notice is sent by electronic mail, (c) one (1) business day after delivery of such notice into the custody and control of an overnight courier service for next day delivery (receipt requested), (d) one (1) business day after delivery of such notice in person and (e) the date such notice is actually received by that party; in each case to the appropriate address set forth in the preamble to this Agreement (or to such other address as a party may designate by notice to the other party).
24. Counterparts. This Agreement may be signed in two counterparts, each of which shall be deemed an original and which shall together constitute one Agreement. Signatures sent by electronic means ( scanned and sent via e-mail or signed by electronic signature service where legally permitted) shall be deemed original signatures.
25. Compliance with Law. Each Party shall comply with all laws and regulations applicable to its business and to the sale and marketing of the Products.
SIGNATURE PAGE to BUSINESS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above.
Sign Greeters, LLC (Delaware)
Insert Licensee Name
Print Name Print Name
Title; Managing Member Title
Licensee shall pay a one-time initial fee of $6,500 for the right to sell the Sign Greeter Products in the Territory assigned to such Licensee. Licensee shall pay an additional $5,000 for each additional Territory approved and assigned by Licensor to Licensee (the “Initial Fees”). Commencing on the first month following the month in which this Agreement is entered into, Licensee shall pay Licensor a monthly fee of $150.00 (the “Maintenance Fee”). On the first anniversary of the Effective Date of this Agreement, the Maintenance Fee shall be increased to $200.00 per month. The Maintenance Fee may be increased from time to time in Licensor’s sole discretion, but no more frequently than annually, with sixty (60) days written notice to Licensee.
Upon payment of the Initial License Fee, Licensee shall receive an inventory package for each Territory Assigned to it containing the following):
• 215 pieces
o 3 sets Happy Birthday
o 1 set Congratulations
o 2 sets A-Z
o additional graphics and punctuation
“Territory” means the State of Georgia and the Zip Code, (list all) .
“Products” mean the Sign Greeters’ brand products. Sign Greeters reserves and shall have the right to modify or discontinue any Product available to Licensee at any time.
“Customer” means the end-user of the Products.
Licensee shall pay a one-time initial fee of $4,000 for the right to sell the Sign Greeter Products in the Territory assigned to such Licensee. Licensee shall pay an additional $5,000 for each additional Territory approved and assigned by Licensor to Licensee (the “Initial Fees”). Commencing on the first month following the month in which this Agreement is entered into, Licensee shall pay Licensor a monthly fee of $150.00 (the “Maintenance Fee”). On the first anniversary of the Effective Date of this Agreement, the Maintenance Fee shall be increased to $200.00 per month. The Maintenance Fee may be increased from time to time in Licensor’s sole discretion, but no more frequently than annually, with sixty (60) days written notice to Licensee.
Upon payment of the Initial License Fee, Licensee shall receive an inventory package for each Territory Assigned to it containing the following):
1 Gold Happy Birthday
1 Blue Happy Birthday
Red, blue, pink, black, gold sets of balloons
THIS LICENSE AGREEMENT (the “Agreement”) is made and entered into this day of
, 202 (“the “Effective Date”), by and between Sign Greeters, LLC, a Delaware
limited liability company (“Licensor”), and , a company with its principal place of business at (“Licensee”).
WHEREAS, Licensor is the owner of the trademark “Sign Greeters” (the “Licensed Trademark”) and related intellectual property rights; and
WHEREAS, this License is a condition of the execution and delivery of that certain Business Agreement (the “Business Agreement”) between Licensor and Licensee, dated of even date herewith.
NOW, THEREFORE, in consideration of the mutual promises and conditions contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Article 1 Grant of License.
1.1 Grant of License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, during the Term, a royalty-free, limited, revocable, terminable (solely as set forth in this Agreement), nontransferable, non-sublicensable and non-exclusive license, to use the Licensed Trademark, attached to this Agreement as Exhibit “A” hereto, solely within the Territory set forth on Exhibit “B” hereto and solely on or in connection with the advertising, promotion and rental of the Licensed Products pursuant to the Business Agreement, and related promotional and packaging material during the Term of this Agreement or until this License Agreement is sooner terminated as hereinafter set forth.
1.2 Licensee shall use its commercially reasonable efforts to maximize the economic benefits intended to be realized by Licensor pursuant to this Agreement while maintaining the quality, standard, goodwill and image represented by the Mark.
1.3 DISCLAIMER. THIS LICENSE AND ALL OTHER RIGHTS GRANTED HEREIN ARE MADE ON AN “AS IS” AND “WHERE IS” BASIS, AND LICENSOR HEREBY DISCLAIMS ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OF NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR SHALL NOT BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Ownership and Use of Licensed Trademark
2.1 Ownership of Licensed Trademark. Neither this Agreement nor its performance confer on Licensee any right, title or interest in or to the Licensed Trademark other than those rights expressly granted in this Agreement. Licensor shall have the right to grant any other rights in and licenses of the Licensed
Trademarks as it sees fit and nothing in this Agreement restricts Licensor’s right to use the Licensed Trademarks on or in connection with any products or services. All goodwill associated with any use of the Licensed Trademarks by Licensee or any Sublicensee shall inure to the sole and exclusive benefit of Licensor.
2.2 Licensor shall have the right to change or substitute any Licensed Trademark with another in its sole discretion.
2.3 Challenges to Licensed Trademark. Licensee shall not (a) challenge the validity or ownership of the Licensed Trademark or any other marks of Licensor or claim adversely or assist in any claim adverse to Licensor concerning any right, title or interest in any Licensed Trademark or (b) do any act which may directly or indirectly (i) impair or prejudice Licensor’s right, title or interest in or to any Licensed Trademark or (ii) be likely to adversely affect any Licensed Trademark or otherwise be detrimental to the reputation and goodwill of Licensor, including any act which might assist or give rise to any application to remove or de-register any Licensed Trademark or any other related marks of Licensor.
2.4. Applications and Registrations. Licensee shall provide Licensor with such reasonable assistance, at Licensor’s sole cost and expense, as Licensor may deem necessary or appropriate in order for Licensor to file, prosecute, defend and maintain applications and registrations for the Licensed Trademark, or any mark containing any Licensed Trademark, as Licensor deems appropriate in its complete discretion, including providing all consents, other documents and specimens of use reasonably requested by Licensor.
2.5 Use of the Licensed Trademarks.
(a) Standards for Use of the Licensed Trademarks. Licensee’s use of the Licensed Trademarks shall conform to (a) the standards of use of the Licensed Trademarks set forth on Exhibit “A” and (b) such other reasonable standards as Licensor from time to time prescribes, including standards with respect to the font, design, size, position, appearance, marking and color of the Licensed Trademarks, and the manner of use of the Licensed Trademarks and accompanying designations on or in connection with any product, service, document or other media (including any Business Item or Promotional Material).
(b) Licensee Use of the Licensed Trademarks. Subject to compliance with the terms and conditions of this Agreement, Licensee shall use the trademark as part of its Corporate Identity and comply with Licensor’s policy for such use. Licensor will provide Licensee with a small sign containing the Licensed Trademark which shall be placed in close proximity to every sign delivered to Licensee’s customers. Licensee shall not use the mark on any websites, social media platforms Marketing Materials or other advertising or promotional materials other than those operated or approved by Licensor.
(c) Prohibitions on Use and Registration. Licensee shall not, (i) register or use or attempt to register or to use any trademark, design, Corporate Identity, URL, domain name, or Social Media Identifier that may be similar to or contain any Licensed Trademark (except as expressly permitted herein); (ii) register or attempt to register any Licensed Trademark individually or as part of, in combination with or otherwise in connection with, any mark, logo or other source identifier; (iii) use any Licensed Trademark in connection with any product or service outside of the Business; (iv) use any Licensed Trademark with any mark, logo or other source identifier in such close proximity as to form a composite mark or (v) use any Licensed Trademark in any way that may imply that such Licensed Trademark is a Corporate Identity of Licensee.
2.6 Quality Standards and Inspection.
(a) all Business Items and Promotional Materials used in connection with the advertising and promotion of Licensee’s business shall be (a) in compliance with all applicable laws at all times; and
(b) be provided in a manner so as not to bring discredit or disrepute upon any Licensed Trademark.
(c) Licensor may request that Licensee submit, before producing, publishing or distributing any Promotional Materials, Business Items, packaging, or press releases related to the transactions contemplated by this Agreement, a sample of such Promotional Materials, packaging, or press releases, including text, coloring and a copy of any photograph proposed to be used to Licensor for its approval or disapproval.
2.7 Use of Mark. All Business Items shall bear the Licensed Trademark and no Licensed Products shall be sold under any marks other than the Licensed Trademark. Licensor reserves all rights to the Licensed Trademark except as specifically granted herein to Licensee and Licensor may exercise such reserved rights at any time. Any unauthorized use of the Licensed Trademark by Licensee shall constitute trademark infringement.
Article 3 Infringement and Indemnification
3.1. Infringement of Licensed Trademarks by Third Party.
(a) Licensee shall immediately notify Licensor of any infringement, misappropriation, dilution or other violation of any Licensed Trademark by any third party and shall inform Licensor of all particulars that it may have regarding the foregoing.
(b) Licensor shall have the sole and exclusive right, but not the obligation, to take any action, legal or otherwise, in connection with any infringement, misappropriation, dilution or other violation of any Licensed Trademark. Licensor may require Licensee to, and Licensee shall (upon such request), lend its name to such proceedings and provide reasonable assistance.
3.2 Third Party Actions. Licensor agrees to indemnify, defend and hold Licensee and its parent, subsidiaries and Affiliates, including their respective officers, directors, members, managers, employees and agents) such party entitled to indemnity, an “Indemnifying Party”) harmless from and against all losses, claims, damages, liabilities, demands, proceedings and costs (including legal costs and attorneys’ fees) (“Damages”) arising out of or related to the infringement, misappropriation, dilution or other violation of any trademark rights of any third party relating to any Licensed Trademark. Licensee shall promptly notify Licensor of any allegations, claims or demands (actual or threatened) against Licensee for infringement, misappropriation, dilution or other violation of any trademark rights of any third party by reason of Licensee’s use of any Licensed Trademark and shall inform Licensor of all particulars that it may have regarding the foregoing. Licensee shall not enter into any settlement, admit any liability or consent to any adverse judgment that would adversely affect any right, title or interest of Licensor in and to any Licensed Trademark without the prior written consent of Licensor. Each party shall have the right to employ separate counsel and participate in the defense of such action at its own expense. In addition to Licensor’s indemnification obligations, Licensor shall substitute a non-infringing trademark for the infringing trademarks.
3.3 Each party (such party required to indemnify, an “Indemnifying Party”) agrees to indemnify, defend and hold the other party and its parent, subsidiaries and Affiliates, including their respective officers, directors, members, managers, employees and agents) such party entitled to indemnity, an “Indemnifying Party”) harmless from and against all losses, claims, damages, liabilities, demands, proceedings and costs (including legal costs and attorneys’ fees) (“Damages”) arising out of or related to (a) any breach of or non-compliance with, any covenant, agreement or provision herein contained or the inaccuracy of any representation or warranty made by the Indemnifying Party.
Term and Termination
4.1 Term. This Agreement is effective as of the Effective Date and continues in full force and effect until unless terminated earlier in accordance with Section 4.2 or Section 4.3 (the “Term”).
4.2 Termination by Licensee. Licensee may terminate this Agreement in its entirety at will upon thirty (30) days written notice to Licensor.
4.3 Termination by Licensor. Licensor may terminate this Agreement, and the rights of Licensee, by written notice to Licensee immediately (or upon such other time period as indicated below) if any of the following events occur:
(a) Licensee has committed a material breach of this Agreement and fails to remedy such breach within sixty (60) days of receipt of written notice of such breach;
(b) Licensee materially alters any Licensed Trademark without Licensor’s prior express written approval:
(c) Licensee uses, markets, promotes or sells products or services bearing any Licensed Trademark in any manner that deceives or misleads the public or damages or impairs the reputation or value of any Licensed Trademark in any material respect;
(d) Licensee challenges the validity or enforceability of, or Licensor’s right to use or license the use of, any Licensed Trademark or assists a third party in such a challenge, and fails to withdraw such challenge within five (5) days of Licensor’s written notice of its intent to terminate this Agreement due to such challenge;
(e) Licensee files a voluntary petition under the United States Bankruptcy Code or the insolvency laws of any state or has an involuntary petition filed against it under the United States Bankruptcy Code or a receiver is appointed for its business, unless such petition or appointment of a receiver is dismissed within thirty (30) days of filing;
(f) Licensee enters into an agreement for the sale of substantially all of its assets or a sale of a majority of its equity, a merger in which Licensee is not the surviving entity, a consolidation, spin-off, or other transaction or series of related transactions resulting in a third party obtaining control of Licensee (other than Licensor or any of its Affiliates) or; or
(g) Licensee assigns or transfers or attempts to assign or transfer this Agreement in violation of Article 5.
(h) This License shall be automatically terminated in the event that the Business Agreement expires or is terminated.
4.4 Effect of Termination. Upon the expiration or termination of this Agreement, Licensee shall immediately cease any and all use of the Licensed Trademark or any derivation thereof in any form, including by removing the Licensed Trademark from any and all assets, inventories, advertisements, communications, website content, other internet or electronic communication and other documents and materials of Licensee including any and all Business Items and Promotional Materials. In furtherance of the foregoing, promptly upon expiration or termination of this Agreement, Licensee shall discontinue use of and change the Corporate Identity of Licensee and any and all of its Subsidiaries that include any Licensed Trademark or any other trademark or service mark owned by Licensor or any of its Affiliates (such other marks, the “Other Licensor Marks”) to a name that does not use or contain any Licensed Trademark or any Other Licensor Mark and is not confusingly similar to any Licensed Trademark or any Other Licensor Mark. Licensee shall discontinue any further use of any such Corporate Identity on any Business Item and Promotional Material. In the event that Licensee fails to cease using the Licensed Trademarks, Licensee agrees and hereby specifically consents to Licensor obtaining a decree of a court having jurisdiction over Licensee ordering Licensee to cease use of the Licensed Trademarks in any form.
4.5. Domain Name Redirect. For twelve (12) months after the expiration or termination of this Agreement pursuant to this Article 4, Licensor shall use commercially reasonable efforts to include a hypertext and/or graphic link in form and substance reasonably and in good faith determined by Licensor to redirect site visitors of the Permitted Domain Names to www.signgreeters.com or any domain name related to the Business as designated by Licensee in writing to Licensor.
4.6. Survival. Notwithstanding anything in this Agreement to the contrary, Sections 1.3, 3.3., 4.4, 5.2, 5.2, 5.3 and 5.4 and all associated definitions and interpretative provisions of this Agreement shall survive any expiration or termination of this Agreement.
Article 5 General
5.1. Assignment. This Agreement, and the License, are personal to Licensee. Licensee shall not voluntarily or by operation of law assign or otherwise transfer all or any part of Licensee’s interest in this Agreement, and any attempted assignment or other transfer shall be null and void and may result in termination by Licensor pursuant to Section 4.3(g).
5.2 Interpretation; Incorporation of Terms by Reference. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Business Agreement in respect of the subject matter of this Agreement, the terms of the Business Agreement shall control in all respects.
5.3. Disputes; Governing Law; Venue.
Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration panel shall consist of one arbitrator approved by both parties with experience in the subject matter, applying Delaware law. The parties hereby consent to arbitration in Atlanta Georgia. Notwithstanding the foregoing to the contrary, any dispute arising out of the intellectual property rights of Licensor, including trademark infringement, shall be brought in the Northern District of Georgia Federal Court having jurisdiction over such matter. Licensee agrees to venue in Georgia and shall not raise any objection to Georgia as venue.
5.4 Validity. In the event that any one or more provisions or terms contained in this Agreement are found invalid or unenforceable, the validity or enforceability of this Agreement as a whole or of any remaining provisions or terms contained herein shall not in any way be affected or impaired.
5.5 Entire Agreement. Subject to Section 5.2, this Agreement is the entire agreement between the parties hereto with respect to the subject matter hereof. This Agreement and the licenses granted herein shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assignees, heirs, executors and personal representatives.
Article 6 Definitions
Definitions not otherwise defined herein shall have the meaning attributed to them below.
“Business Items” means any and all items on which the Licensed Trademark is used in connection with the Business as of the Effective Date including signs, business cards, invoices, letterhead, agreements and other commercial documents, inventory, labels, equipment, and vehicles.
“Corporate Identity” means any business or corporate entity name, trade name or other business or corporate identifier (e.g., “d/b/a”).
“Licensed Products” shall mean celebration yard signs and the individual pieces and components of such signs and other products purchased from Licensor pursuant to the Business Agreement, for which rights are granted to Licensee under this Agreement and which bear the Licensed Trademark.
Promotional Materials” means any and all materials used in connection with the advertising marketing, promotion and rental of the Licensed Products, including advertising on social media sites.
[Signatures are on the following page.]
Sign Greeters, LLC (Delaware) , LLC ( )
Print Name Print Name
Title Managing Member
Standards of Use.
Licensee’s Territory includes the following State(s) and Zip Code(s):
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