agreement madethis ______day of ____________, between___________(hereinafter called 'licensor'), and ________(hereinafter called 'licensee'):
witnesseth
whereas licensor owns certain valuable registered trademarks and service marks, and owns and has merchandising rights to various other licensor properties as defined in paragraph 1 of the rider attached hereto and hereby made a part hereof (hereinafter called 'name'), said name having been used over the facilities of numerous stations in radio and/or television broadcasting in allied fields, and in promotional and advertising material in different businesses and being well known and recognized by the general public and associated in the public mind with licensor, and whereas licensee desires to utilize the name upon and in connection with the manufacture, sale and distribution of articles hereinafter described,now, therefore, in consideration of the mutual promises herein contained, it is here by agreed:
1. grant of license
(a) articles
upon the terms and conditions hereinafter set forth, licensor hereby grants to licensee as a related company, and licensee hereby accepts the right, license and privilege of utilizing the name solely and only upon and in connection with the manufacture, sale and distribution of the following articles.(insert description)
(b) territory
the license hereby granted extends only to ________________. licensee agrees that it will not make, or authorize, any use, direct or indirect, of the name in any other area, and that it will not knowingly sell articles covered by this agreement to persons who intend or are likely to resell them in any other area.
(c) term
the term of the license hereby granted shall be effective on the _______day of ____________ and shall continue until the _______ day of __________, unless sooner terminated in accordance with the provisions hereof. the term of this license may be automatically renewed from year to year upon all the terms and conditions contained herein, with the final renewal to expire on december 31st, ____________. at the end of each term, beginning with december 31st, ________________, this license shall be automatically renewed for a one year term expiring december 31st of the following year, unless either party hereto shall be given written notice to the contrary at least thirty (30) days prior to the expiration date.
2. terms of payment
(a) rate
licensee agrees to pay to licensor as royalty a sum equal to __________percent of all net sales by licensee or any of its affiliated,associated or subsidiary companies of the articles covered by this agreement. the term 'net sales' shall mean gross sales less quantity discounts and returns, but no deduction shall be made for cash or other discounts or uncollectible accounts. no costs incurred in the manufacture,sale, distribution or exploitation of the articles shall be deducted from any royalty payable by licensee. licensee agrees that in the event it should pay any other licensor a higher royalty or licensing rate or commission than that provided herein for the use of the name, than said higher rate shall automatically and immediately apply to this contract.
between aaa corporation and bbb, inc
this amended and restated agreement (this 'agreement') is entered into as of _________,_________,_________(m,d,y) (the 'effective date') by and between aaa corporation, a corporation organized under the laws of the state of _________(placename) ('aaa'), and bbb, inc., a corporation organized under the laws of the state of _________(placename)('bbb'), with reference to the following facts:
a. on or about _________,_________,_________(m,d,y), aaa caused the formation of bbb and transferred certain aaa assets to bbb in return for certain stock in bbb.
b. to assist bbb in its daytoday operations as a new corporate entity, aaa and bbb entered into a map server license agreement dated as of _________,_________,_________(m,d,y) (the 'map server agreement'), pursuant to which aaa provided certain local street maps and driving directions and other mapping services to bbb, and bbb engaged aaa to provide such services.
c. the parties now desire to amend and supercede the map server license agreement in its entirety by entering into this amended and restated map server license agreement pursuant to the terms and conditions set forth herein.
therefore, the parties hereby agree as follows:
aaa confidential
1. definitions
1.1 'affiliates' shall mean any entity in which, as of the effective date, bbb, directly or indirectly, or through one or more intermediaries, holds the beneficial ownership of more than fifty percent (50%) of the equity securities or interests, and only so long as such ownership continues.
1.2 'data' shall mean all thirdparty data licensed by aaa and used in maps and in the separate data dump, as of the effective date.
1.3 'data dump' shall mean the set of data including but not limited to points of interest, city, and region, generally containing unique identifiers such as the related geographic location, name, type, and language, and used in bbb's cataloging system to enable users to search by point of interest when performing a search on bbb.
1.4 'bbb icon' shall mean any graphics or text, including, without limitation, persistent hyperlinks in the form of an bbb logo or other representational icon created by bbb for an bbb travel service or product.
1.5 'bbb data feed' shall mean the data supplied by bbb to aaa which contains the geographic location for any travel service offered by bbb, and the location where the bbb icon or other representational icon, which includes an underlying url to the bbb web site, should be placed on the mappoint.net maps used by bbb.
this co-sale agreement (this 'agreement') is made and entered into as of _________,_________,_________(m/d/y) by and between aaa usa, inc., a _________(placename) corporation (the 'company'), (ii) bbb, inc. ('bbb') and (iii) ccc(sb) ('ccc(sb)').
a. concurrently herewith, bbb and the company are entering into that certain agreement, dated as of the date hereof (the 'principal agreement;' capitalized terms used herein and not otherwise defined shall have the meanings defined in the principal agreement), pursuant to which, among other things, bbb will acquire shares of common stock and warrants in consideration of the license by bbb of the bbb logos and the bbb content and provision by bbb of certain broadcast advertising and promotion.
b. to induce bbb to enter into the principal agreement, ccc(sb) has agreed to enter into this agreement and offer bbb the opportunity to participate in certain sales of his shares of common stock of the company.
now therefore, in consideration of the above recitals and the mutual covenants made herein, the parties hereby agree as follows:
1. right of co-sale.
1.1 notice of sales. in the event ccc(sb) proposes to accept one or more bona fide offers (collectively, the 'purchase offer') from any persons to purchase from him shares of the common stock of the company, he promptly shall give written notice (the 'notice') to bbb describing fully the purchase offer, including the number of shares of common stock proposed to be transferred (the 'shares'), the proposed bona fide transfer price and the name and address of the proposed transferee. the notice may be included as a part of any notice required to be given by ccc(sb) under article eight, section 1 of the company's bylaws.
1.2 participation right. to the extent that the company and other stockholders of the company have not exercised their respective rights of first refusal to purchase the shares in accordance with article eight of the company's bylaws, bbb shall have the right (the 'participation right') to participate in ccc(sb)'s sale of the shares under the terms and conditions specified in the purchase offer. to the extent bbb exercises its participation rights, the number of shares which ccc(sb) may sell pursuant to the purchase offer shall be correspondingly reduced. the participation right of bbb is subject to the following terms and conditions:
(a) number of shares. bbb may sell its pro rata share of the shares covered by the purchase offer. bbb's 'pro rata share' for purposes of this agreement is that number of shares of common stock equal to the product obtained by multiplying (i) the aggregate number of shares covered by the purchase offer, times (ii) a fraction, the numerator of which is the sum of the number of shares of common stock at the time owned by bbb and thedenominator of which is the aggregate number of shares of common stock at the time outstanding, assuming conversion of all outstanding preferred stock of the company and the exercise of all options and warrants then outstanding.
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