1) ZEEON LTD incorporated and registered in England and Wales with company number 11157420 whose registered office is at Unit 3-4 Hawthorn Business Park, Puddlebrook, Drybrook, GL17 9HP (the Licensor).
2) Subscribers to the [Main Agreement] (each a “Licensee”)
1) The Licensor is the owner of the Marks.
2) The Licensee wishes to use the Marks in the Territory in relation to the Materials and the Licensor is willing to grant the Licensee a licence to use the Marks on the terms and subject to the conditions of this licence.
The following definitions and rules of interpretation apply in this licence.
2.1)In consideration of the Main Agreement the Licensor grants to the Licensee a non-exclusive, royalty-free licence to use the Marks in the Territory on and in relation to the Materials, subject to the terms of this licence.
2.2)Any goodwill derived from the use by the Licensee of the Marks shall accrue to the Licensor.
2.3)No rights or licences are conferred on the Licensee pursuant to this licence except those expressly set out in this licence.
The Licensee’s licence to use the Marks is subject to the following conditions:
3.1)samples of all Materials shall be submitted to the Licensor for its approval prior to being used;
3.2)the Licensee shall not do or fail to do any act or thing whereby the validity, enforceability or the Licensor’s ownership of the trade mark registrations for the Marks, or the reputation or goodwill associated with the Marks anywhere in the Territory, is likely to be prejudiced.; and
The Licensee shall sign such documents and give such assistance as the Licensor may reasonably request from time to time for the Licensee to be recorded as licensee against any relevant trade mark registration or pending application which includes the Marks, and to have any such recordal removed on termination of this licence.
The Licensor shall pay all renewal fees and take all steps necessary to maintain the trade mark registration for the Marks.
6.1)The Licensee shall indemnify the Licensor against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Licensor arising out of or in connection with:
6.1.1)the Licensee’s exercise of its rights granted under this agreement;
6.1.2)the Licensee’s breach or negligent performance or non-performance of this agreement, including any product liability claim relating to the Materials manufactured, offered for sale, supplied or put into use by the Licensee;
6.1.3)the enforcement of this agreement; or
6.1.4)any claim made against the Licensor by a third party for death, personal injury or damage to property arising out of or in connection with defective Materials, to the extent that the defect in the Materials is attributable to the acts or omissions of the Licensee, its employees or agents.
6.2)If a payment due from the Licensee under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Licensor shall be entitled to receive from the Licensee such amounts as shall ensure that the net receipt, after tax, by the Licensor in respect of the payment is the same as it would have been were the payment not subject to tax.
7.1)confusingly similar marks) of which it becomes aware, and shall provide the Licensor with such documents, information and assistance as it can in relation to any such use.
7.2)The Licensor gives no warranty and makes no representation in or pursuant to this licence that the use of the Marks, nor the manufacture, use, sale or other dealing in any of the Materials, does not or will not infringe the rights of others.
The Licensee shall not grant sub-licences under this agreement.
9.1)This licence shall commence on the Effective Date and continue unless terminated earlier under any of the following provisions.
9.2)The Licensor may terminate this licence by notice with immediate effect if:
9.2.1)the Licensee commits a material breach of any term of this licence and (if such breach of remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
9.2.2)the Licensee suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
9.2.3)the Licensee’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy;
9.2.4)there is a change of control of the Licensee (within the meaning of section 1124 of the Corporation Tax Act 2010); or
9.2.5)any event occurs, or proceeding is taken, with respect to the Licensee in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.2.2 to clause 9.2.4 (inclusive).
9.3)The Licensee undertakes to the Licensor that, save as expressly permitted by this licence, it will not make any use anywhere in the world of the Marks or any name or mark intended or likely to be confused or associated with it. In particular, upon termination of this licence for any reason the Licensee shall cease immediately to make any use of the Mark save as is set out in clause 8.4.
9.4)The Licensee shall for a period of 90 days after the date of termination, have the right to dispose of all stocks of Materials in its possession and all Materials in the course of manufacture at the date of termination.
9.5)Within 120 days after the date of termination the Licensee shall promptly destroy, or if the Licensor shall so elect , deliver to the Licensor, at the Licensee’s expense, all Materials it has not disposed of within 90 days after the date of termination.
9.6)Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
The Licensee shall not assign, transfer, mortgage, charge, sub-license, sub-contract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this licence without the prior written consent of the Licensor.
This licence and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.