TRADEMARK LICENCE AGREEMENT
This
Agreement, made on…... 2006 by and between
VOSTRA AZIENDA, a corporation duly
organized under the laws of the State of Italy and having its principal place
of business at Via ……………, -Italy, represented by Mr……………. (hereinafter referred
as the “Licensor”), and
VOSTRO LICENZIATARIO, a corporation
duly organized under the laws of the Brazilian Republic, Curitiba, State of
Paranà and having its principal place of business at ..., represented by Mr.
…………., resident in Curitiba, Rua do ……………….,…………, Paranà, identity card n.
………………. (hereinafter referred as the
“Licensee”).
Considering that:
The Licensor is the owner of the trademark registered
on the Principal Register in the……….and Trademark Office under Certificate
n………….dated (“the Trademark”);
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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 |
the Licensor produces and sells cookers (the
“Products”);
the Licensor is desirous to sell and the
Licensee is desirous to distribute the Products mentioned;
the products of , including patents, drawings,
technologies, know-how, are developed and exclusively owned by the Licensor,
all of which shall constitute proprietor property of the Licensor as now
existing or as may exist in the future (the “Industrial Property”);
The Licensee is a company involved in the
distribution, marketing and selling of cookers and it aims at introducing
itself on the market of Sud America (primarily, not exclusively, Brazil and
Argentina, hereinafter the “Territory”).To this aim the Licensee wants to
obtain from the Licensor the exclusive rights to sell such products (using said
Trademark) within the territory above;
it is recognized that the Licensee owns
distribution facilities capable of marketing and distributing the Products in
accordance with the quality standards heretofore established by Licensor, and both parties involved are desirous that
the Licensee sell the Products so that it may be marketed under the Trademark;
Considering all these introductory statements,
which are integrating and parts of this contract, and in consideration of the
premises, mutual covenants, agreements and obligations contained herein, both
parties agree to stipulate to the following provisions:
Grant of License
The Licensor grants the Licensee the right to
freely use the Trademark, by mentioned terms, distributing and selling the
Products, exclusively in the Territory.
The Licensee hereby undertakes to use the
Trademark on the terms and the subject to the conditions hereinafter set forth.
The license granted to the Licensee under this
contract is personal to the Licensee and
such license is not, in any manner, to be sold, assigned, leased, sublet,
pledged, encumbered, hypothecated, or otherwise transferred without the
Licensor’s prior written consent, which consent the Licensor unreasonably
withhold.
1.
Use
Licensee may distribute and sell the Products
and shall use the Trademark only on the Products approved from time to time by
the Licensor.
2.
Exclusivity
The right and license granted to Licensee
hereunder is exclusive and, so long as Licensee duly performs its obligation
hereunder, Licensor shall not itself use or grant others the right or license
to use the Trademark for the sale of the Products in the Territory;
3.
Territory
The rights granted to Licensee
hereunder are for the following Territory: Sud
INTENDING
TO BE LEGALLY BOUND, the parties have
executed this Agreement on the date first written above.
(Signatures of the Parties)