SUPPLY AND TRADEMARK LICENSE CONTRACT
Between
............ S.r.l. with head office in ……….,
and
__________________
,with head office in---------(VAT ------)
by its legal representative Mr ..... hereinafter
referred to as "Licensee"
CONSIDERING
THAT
n
The Licenser has been carrying out for years in
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IL CONTRATTO È INCOMPLETO, A RICHIESTA
SARÀ INVIATA UNA COPIA COMPLETA (artt.17
ss Cod.Deont.) STUDIO
MISURACA & Associati/Associates
Studio Legale Law Firm Il contratto manca di molte
clausole, lo studio legale SMAF invia su gentile richiesta una completa copia
a titolo di prestazione professionale a pagamento ex artt.17
ss. Cod. Deont. Forense / The
contract has missing clauses; please, consider SMAF
law firm allowed to send a you a payable copy according to Italian Forensic
Deontology Code. |
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20123 MILANO (MI), Italia Via Monti, 8 tel.:
+(39) 02 006 15 017 fax:
+(39) 02 700 50 81 00 e-mail: info@smaf-legal.com 00198 ROMA (RM), Italia Via Savoia, 78 tel.: +39 06 92 938 008 cell.: +39 06 8928 10 51 e-mail: info@smaf-legal.com 40123 BOLOGNA (BO), Italia Via Urbana 5/3 tel.: +(39) 051 64
40 543 fax.: +(39) 051 09 52 565 2°fax: +(39) 051 33 70 177 e-mail: misuraca@smaf-legal.com |
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The Licenser, otherwise, produces and sells in
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The Products and the Components of ............ include patents, drawings,
technologies, know how developed by the Licenser and of its own property, among
which the trademarks ............ and ............ (hereinafter
briefly referred to as «Trademarks» described in enclosure A) registered, which
label the following products: …………………..
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The Know-how included by the Products and the Components is own property of the
Licenser and it is described by the drawings, instructions and every knowledge
source provided by this Contract (hereinafter simply referred to as
“Know-how”).
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The «Licensee» is a company working in the territory of..............
(hereinafter briefly referred to as «Territory») in the field of manufacturing
and marketing of Products and it aims at introducing itself in said Territory
on the field of marketing of
Product with components
inside by ............’s license; to this aim it wants to obtain from
............ the rights for selling and installation of the Product with
components inside, using Components sold by this latter.
Whereas the
above premises, including the Enclosures, are an integral and regulating part
of this Contract, both parties agree on the following:
1) Subject
The
Licenser exclusively supplies the Components of the Products and the Licensee
shall purchase the Components only by the Licenser, according to the mentioned
terms, duration, limitations and ways approved by the Licenser hereinafter
indicated. The Licenser, furthermore, authorizes the Licensee to sell and
install said Products, exclusively in the Territory, using, with reference to
the selling of the Products, the Trademarks, excluding any other name and/or
trademark even similar and in parallel with other trademarks or names other than .............
The
exclusivity is for the benefit of the Licenser and the Licensee.
2) Forbidden
Export
The
Licensee pledges to refrain from exporting the Products outside the Territory,
either or by any form of commercial relationship, direct or indirect or through
a third party or by a shareholder or company or by a company with a third
party. The Licensee grants the fulfillment of this obligation on the part of
its partners, collaborators, agents, employees and customers and it pledges to forbid the latter to
export outside the Territory.
Export prohibition is personally undertaken also by
the owners of the Licensee’s company as individuals and by the shareholders of
this company, if the business is a company or is going to be a company.
3)Duration
The present
contract has a 6 (six) years term and will be valid at the time of the
signature of this Contract. On the due date it will be tacitly extended for
another year and the following years to come, unless cancelled by one of the
Parties by registered letter with notice of receipt sent by one party at least
3 (three) months prior to its original or extended expiry date.
In the case of termination for any reason, the
content, hereinafter indicated of articles 4 and 5 (non competition clause and
privacy), will remain valid, as set forth therein.
4)Non
competition
The
Licensee is prohibited from producing, selling and installing, and shall
abstain from every form of business relationship, directly or indirectly or by
a third party or by a company or by a company with a third party, or as an
employee or, as an agent or as a collaborator to every title with companies
producing and/or selling any products that can be referred to the same
marketing area of the Products, during the duration of this contract and for
the two years following its cancellation for resolution or maturity or any reason, with the exception of a prior
written consent by the Licenser. The non-competition obligation is undertaken
in a personal capacity by the Licensee’s company, or
by its partners if the business is undertaken by a company or becomes a
company. The Licensee grants the fulfillment of this obligation in the
Territory and abroad on the part of its partners, co-operators, agents,
employees and customers, submitting them a binding document to sign.
Otherwise,
on cancellation of the Contract for resolution, rescission or maturity or any
whatsoever reason, the Licensee will not use the Trademarks, distinguishing
marks, documentation and brochures of Licenser; nor can solicit the customers,
everywhere they are, directly or indirectly, to make work proposal to an
employee, advisor, co-operator or agent of the Licenser.
Every act of competition, derived by violation of such
obligations, acknowledged by the Licenser, determines the right of the Licenser
to ask the payment of a penalty of ... .... Euro,
unless liquidation of
extra damages.
5) Privacy
The
Licensee undertakes the obligation, during the duration of this contract and after maturity of the
Contract or resolution for any reason, to use every confidential information
uniquely in the interest of the Licenser. Even if the Licensee receives a
request or an order by any Court or Civil authority to disclose any
confidential information, able to make such request or order, the Licensee will
immediately inform the Licenser and will agree with the Licenser the way of
disclosure of such confidential information or will disclose the strict
necessary.
Even after
the cancellation of the contract for resolution, rescission or maturity or any
reason and forever, the Licensee will have to keep secret all confidential and
reserved information referring to the Licenser, acknowledged by the License in
the occasion of this Contract, regarding, for example: qualities and technical
characteristics of the Products, total sales, company organization, sale
strategies, price lists. All information given by the «Licenser» in accordance
with and/or in the enforcement of this contract are to
be considered strictly confidential.
Every act
of disclosure, derived by violation of such obligations, acknowledged by the
Licenser, determines the right of the Licenser to ask the payment of a penalty
of ... .... Euro, unless liquidation of extra damages.
Place and Date:____________
The Licenser The Licensee
............ s.r.l.
(legal representative)
Mr. ………………….
