The parties agree as follows (the capitalised terms used in this agreement can be viewed in the ‘Definitions’ document):
The Licensor grants to the Licensee, and the Licensee accepts, a limited, non-exclusive, non-transferable, and revocable license to use the Licensed Marks and Brand in the Territory, for the Term, and in accordance with the terms of this agreement.
The Licensor does not provide any lead generation, clients, customers of business set up. This Agreement and License provides the Licensee with the non-exclusive, non-transferable right to use the Trademark and brand in the Territory provided below, alongside any Value Added Services provided in this Agreement and the option of the Additional Support Services as shown in Schedule C of this Agreement.
The Licensee shall use and display the Licensed Marks and Brand only in association with the sale of the Products and Services, in accordance with the terms of this Agreement.
Licensor shall provide Licensee with a separate .com URL with identical design and the UK branded website (“Website“). Website content shall be provided in English language and shall be updated with the Licensee’s details.
Licensee shall be responsible for providing correct, up to date information for the Website and shall ensure that content is in line with UK privacy, trademark, copyright and IP laws amongst others.
Licensor shall provide the Licensee with a training course relating to the provision of the Products and Services, in a location suitable for the Licensee, within the Territory.
Licensee is responsible for attending the course, obtaining the relevant outcome to enable the Licensee to carry out and sell the Products and Services. Where the Licensee fails to attend the course and any charges are made as a result of non-attendance, cancellation or re-booking, the Licensee agrees and understands that they shall be responsible for payment of the same, and for any re-booking fees.
Licensee shall be entitled to produce and supply all items listed in the Licensee’s UK franchise brochure, however Licensee understands and agrees that they are not a franchise of the Licensor and has simply obtained the non-exclusive, revocable, non-transferable right to trade in the Products and Services under the Licensed Marks and Brand.
The Licensee shall submit to the Licensee, for its approval, all representations of the Licensed Marks that it intends to use.
The Licensee shall act in the best interests of the Licensor as owner of the Licensed Marks and in such a way as to preserve and protect the Licensor’s interest in the Licensed Marks.
Licensee shall provide a professional service and shall not bring the Brand into disrepute.
The Licensee shall attempt to register the trade name, or apply for trademark or copyright, the Licensed Marks or Brand, and shall not directly or indirectly register or use any other trade name, trademark, or service mark incorporating or based in whole or in part on any of the Licensed Marks,use any Licensed Mark as part of any corporate or trade name, as part of prominent signage displaying its business name, or in connection with any unauthorized goods or services,use the Licensed Marks in combination with any other trademarks, debrand, rebrand, or private label any of the Licensed Marks, hold itself out as having any ownership interest in the Licensed Marks,engage in any conduct that would constitute Infringement of or otherwise affect either the Licensor’s interest in the Licensed Marks or the goodwill associated with them,dispute the validity, ownership, or enforceability of any of the Licensed Marks, invalidate, dilute, or otherwise adversely affect the value of the goodwill associated with the Licensed Marks, orengage in any conduct that would constitute infringement of, or otherwise harm, the intellectual property rights of any third parties.
If the Licensor chooses to modify or discontinue using any Licensed Mark or to use any substitute trademarks or service marks, the Licensee shall, at its own expense and within a reasonable time, change all items in its business bearing the Licensed Marks.
The Licensee shall pay the Licensor a fee as set out in the signable form, payable on the Effective Date (“Fee“).
The Licensor shall not collect any royalties or commission payments from the licensee for the duration of this Agreement.
Any payments due to the Licensor which are not paid within 10 (ten) days of the invoice date, shall incur late fines and interest pursuant to the Late Payment of Commercial Debts Act 1998 as amended, with interest at the rate of 8% per annum above the base rate of the Bank of England.
This agreement will begin on the Effective Date as provided in the signature form and shall last for twelve (12) months (the “Term“), unless terminated earlier.
Following the initial term, this agreement will automatically cease and any renewal shall be renegotiated under new terms.
The Licensor represents and warrants to the Licensee as follows, acknowledging that the Licensee is relying on these representations and warranties:
Ownership of Marks
It is the sole owner of the Licensed Marks and Brand in the United Kingdom.
Right to License
It grant rights to use the Licensed Marks in the Territory.
It is under no restriction or obligation that may affect the performance of its obligations under this Agreement.
It has not assigned the Licensed Marks to any other Person in the Territory.
No Infringement of Third Parties’ Rights
Use of the Licensed Marks in the United Kingdom does not infringe upon the intellectual property, contractual, or other proprietary or personal rights of any Person as at the time of signing this Agreement. It is the Licensee’s responsibility prior to entering into this Agreement to ensure it has carried out the relevant checks to ensure proper use of the
The Licensor makes no representation or warranty regarding any of the Licensed Marks other than the ones made in this section.
The Licensee represents and warrants to the Licensor as follows, acknowledging that the Licensor is relying on these representations and warranties:
It is under no restriction or obligation that may affect the performance of its obligations under this agreement.
The Licensee acknowledges to the Licensor as follows:
Right to Use Marks
The Licensee’s right to use the Licensed Marks derives solely from this Agreement.
Benefit of Goodwill
The Licensee’s usage of the Licensed Marks and Brand and any resulting goodwill will accrue solely to the Licensor’s benefit.
Limited Grant of Rights
The Licensee does not acquire any interest under this Agreement other than the rights to the Licensed Marks and Brand granted here. Any rights not expressly granted to the Licensee are reserved to the Licensor.
The Licensor shall, at its own expense, keep current all registrations necessary to maintain its interest in the Licensed Marks and Brand.
The Licensee shall comply with all Laws and industry regulations relating to the sale and advertising of the Products and Services.
The Licensee shall ensure that the nature and quality of all services that the Licensee provides in connection with the Licensed Marks and Brand,all goods that it sells under the Licensed Marks and Brand, and all of its advertising, promotional, and other related uses of the Licensed Marks and Brand conform to the Licensor’s standards, as they may change during the Term.
Documenting Use of Marks
The Licensee shall assist the Licensor, if requested, in providing documentation of its use of the Licensed Marks in connection with any trademark application.
Evidence of Use in Territory
The Licensee shall, upon the Licensor’s request, provide any declaration, or other document that the Licensor considers reasonably necessary to evidence use of the Licensed Marks in the Territory.
The Licensor shall provide the Licensee, upon payment of the Fee the relevant value added services as detailed in the Licensees signable form.
Licensee may purchase business support from the Licensor (“Additional Support“), for monthly fee of £75 (Seventy-Five Pounds, payable annually. Support services available are provided in Schedule B to this Agreement.
During the term of this agreement and for a period of 6 (six) years, the Licensee shall hold all Confidential Information in confidence in accordance with the terms of, and solely for the purpose of carrying out its obligations under, this agreement.
The Licensee may disclose Confidential Information to its representatives but only to the extent necessary to carry out the Licensee’s obligations under this agreement,if the Licensee first informs them of, and directs them to maintain, its confidential nature in accordance with the terms of this agreement[, and upon the Licensor’s request in connection with any of the Licensee’s representatives other than a director, officer, shareholder, partner, or employee, if they each first enter into separate written agreements to that effect in a form acceptable to the Licensor.
The Licensee may disclose Confidential Information to a third party if it is required to do so by law but only if, before that disclosure, the Licensee, to the extent permitted by law,gives the Licensor Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the Licensee’s compliance with this section,reasonably cooperates with the Licensor in its reasonable efforts to obtain a protective order or other appropriate remedy, discloses only that portion of the Confidential Information that it is legally required to disclose, and uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.
The Licensee acknowledge that the Confidential Information is proprietary and has competitive value to the Licensor. Accordingly, any disclosure to the Licensor’s competitors or to the public would be detrimental to the best interests of the Licensor, which may incur losses, costs, and damages as a result.
The Licensee will have the burden of proof relating to all exceptions to the definition of Confidential Information.
The Licensee does not have any rights to sub-license, sell or transfer its rights under this Agreement.
Notice to Licensor
The Licensee shall promptly give Notice to the Licensor when it becomes aware of any actual, suspected, or threatened Infringement of the Licensed Marks by a third party in the Territory. The Licensor may, in that case, take any steps it considers appropriate to enforce its rights in the Licensed Marks. The Licensee shall, at its own expense, cooperate with the Licensor to the fullest possible extent.
If, within 10 business days of receipt of the Licensee’s Notice, the Licensor either fails to respond to the Licensee’s Notice or gives Notice to the Licensee that it elects not to take any steps to enforce its rights, the Licensee may, upon Notice to the Licensor, take any steps it considers appropriate in the circumstances in the name and on behalf of the Licensor. The Licensee may then keep any damages or proceeds of settlement it obtains as a result.
Notice to Licensor
The Licensee shall promptly give Notice to the Licensor of any action, claim, or demand brought or threatened by a third party against it arising out of its use of the Licensed Marks in accordance with this agreement. The Licensor shall, in that case, take all steps it considers appropriate, at its own expense, to defend the Licensee and the Licensed Marks (including settling any legal actions in the Licensee’s name). The Licensee shall, at its own expense, cooperate with the Licensor to the fullest possible extent.
Claims Resulting from Licensee’s Breach
If it is established that the third party’s action, claim, or demand resulted from a material breach of the Licensee’s obligations under this agreement, the Licensee shall reimburse the Licensor for all costs and expenses (including legal fees) incurred in defending the Licensee and the Licensed Marks.
The Licensor shall indemnify the Licensee against all claims, liability, costs, and expenses (including legal fees) arising from any third party claim or proceeding alleging the infringement of the third party’s intellectual property or other rights in the Territory brought against the Licensee arising from or relating to the Licensee’s manufacture, sale, and distribution of the Products and Services, but only if the Licensee acted in compliance with the terms of this agreement.
Each party shall indemnify the other party and its directors, officers, employees, shareholders, partners, agents, and affiliates, against all claims, liability, and expenses (including legal fees) arising from any third party claim or proceeding brought against one party that alleges any grossly negligent act or omission or willful conduct of the other party or its directors, officers, employees, shareholders, partners, agents, or affiliates.
Notice of Claim
A party shall give prompt Notice to the other party of any claim or potential claim for indemnification under this section.
No Liability to Licensee
The Licensor assumes no liability to the Licensee or to any third party in connection with any of the Products and Services.
Neither party will be liable for breach-of-contract damages that the breaching party could not reasonably have foreseen on entering into this agreement.
Licensor’s Maximum Liability
In no event will the Licensor’s liability under this Agreement exceed the amount paid to it by the Licensee under this Agreement. The existence of more than one claim will not increase this limit.
Termination upon Notice
Either party may terminate this Agreement for any reason upon 10 days’ Notice to the other party. No refund of the Fee shall be payable unless agreed otherwise in writing by the Licensor.
The Licensor may terminate this agreement, with immediate effect, by giving Notice to the Licensee if the Licensee fails to pay when due any amount owing under this agreement and that failure continues for ten days,challenges, or assists others to challenge, any of the Licensed Marks or Licensor’s registrations of the Marks, or registers or attempts to register any trademarks or trade names that are confusingly similar to the Licensed Marks.
Any Other Breach
If one party commits any material breach or material default in the performance of any obligation under this agreement (other than the Licensee’s obligation to pay money), and the breach or default continues for a period of 15 days after the other party delivers Notice to it reasonably detailing the breach or default,then the other party may terminate this agreement, with immediate effect, by giving Notice to the first party.
Termination upon Insolvency Event
This agreement will terminate immediately upon the occurrence of an Insolvency Event.
Upon the termination of this agreement, the Licensee shall immediately cease to use the Licensed Marks, the Promotional Materials, the Confidential Information, and any other property belonging to, or received from, the Licensor that is in the Licensee’s control,return to the Licensor, or at the Licensor’s request destroy, all copies of all information relating to the Licensed Marks, the Promotional Materials, the Confidential Information, and any other property belonging to, or received from, the Licensor that is under the Licensee’s direct or indirect control, and promptly pay to the Licensor all fees that are then due.
This agreement contains all the terms agreed to by the parties relating to its subject matter. It replaces all previous discussions, understandings, and agreements.
Each party, upon receipt of Notice from the other party, shall sign (or cause to be signed) all further documents, do (or cause to be done) all further acts, and provide all assurances as may reasonably be necessary or desirable to give effect to the terms of this agreement.
This agreement may only be amended by a written document signed by both parties.
The Licensee may not assign this agreement or any of its rights or obligations under this agreement without the Licensor’s prior written consent. The Licensor may assign this agreement or any of its rights or obligations under this agreement, effective upon Notice to the Licensee.
Nothing contained in this agreement creates a partnership, joint venture, principal-and-agent, or any similar relationship between the parties.
Third Party Beneficiaries
The Indemnification terms of this agreement confer rights and remedies upon the parties’ directors, officers, employees, shareholders, partners, agents or affiliates. No Person other than the parties themselves and those beneficiaries has any rights or remedies under this agreement.
The Licensee acknowledges that he or she has read the agreement,understands its terms,has had the opportunity to consult with independent legal counsel, and has signed this agreement voluntarily.
Form of Notice
All notices and other communications between the parties must be in writing.
Method of Notice
Notices must be given by (i) personal delivery, (ii) a nationally-recognised, next-day courier service, (iii) first-class registered or certified mail, postage prepaid, (iv) fax or (v) electronic mail to the party’s address specified in this agreement, or to the address that a party has notified to be that party’s address for the purposes of this section.
Receipt of Notice
A notice given in accordance with this agreement will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth day following mailing.
The rights and remedies available to a party under this agreement are cumulative and in addition to, not exclusive of or in substitution for, any rights or remedies otherwise available to that party.
Sections (Confidentiality), (Indemnification), and (Effect of Termination), survive the termination of this agreement.
If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
A party’s failure or neglect to enforce any of rights under this agreement will not be deemed to be a waiver of that party’s rights.
The Licensee acknowledges that its breach or threatened breach of any its obligations under section: Confidentiality would not be susceptible to adequate relief by way of monetary damages only. Accordingly, the Licensor may, in that case, apply to court for any applicable equitable remedies (including injunctive relief), without the need to post any security.
This agreement will be governed by and construed in accordance with the laws of England and Wales without regard to its conflict of laws rules.
If either party brings an action to enforce any of its rights under this agreement, the prevailing party will be entitled to recover its costs and expenses (including reasonable legal fees) incurred in connection with the action and any appeal.
Unless otherwise specified, all dollar amounts expressed in this agreement refer to sterling (GBP) currency.
Unless specified otherwise, any reference in this agreement to a statute includes the rules and policies made under that statute and any provision that amends, supplements, supersedes, or replaces that statute or those rules or policies.
Number and Gender
Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.
The headings used in this agreement and its division into articles, sections, schedules, and other subdivisions do not affect its interpretation.
References in this agreement to articles, sections, and other subdivisions are to those parts of this agreement.
Construction of Terms
The parties have each participated in settling the terms of this agreement. Any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting party will not apply in interpreting this agreement.
The following are attached to and form part of this agreement:
Schedule A: List of Licensed Marks
Schedule B: Additional Pay for Services
Support fees, subject to agreement and optional
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