SAMPLE FORM

                                                         LICENSE AGREEMENT

FOR TRADEMARK "           Liebermacher¹              "

            This agreement, entered into as of this    2nd       day of              April                 , 1995², by and between                  Charlie Black Corp.³                      , a corporation of                   Arkansas⁴          (state) with offices at                  1  53rd St., Little Rock, AR  72211⁵                           hereinafter referred to as LICENSOR, and                                  Mary Rot LTD.⁶                                    , a corporation of

                         Texas⁷                         (state) with offices at                            55  2nd. St.,                               Houston, TX  77221⁸              hereinafter referred to as LICENSEE.

Recitals

WHEREAS, LICENSOR has adopted and is using the word "     Liebermacher⁹          " as a trademark for

                        cooking ware¹⁰                                                              throughout  the United

                                          list goods or services

States and has obtained U.S. Trademark Registration No.                        40¹¹                  dated           2-20-95¹²,     

covering the trademark, a copy of which are attached hereto as Exhibit A (hereinafter TRADEMARK); and

WHEREAS, LICENSEE is desirous of using said TRADEMARK for                 cooking ware¹³             

__________________________________________________________  in the States of __________

                                              list goods or services

                                                Texas¹⁴                                                 (hereinafter TERRITORY);

NOW, THEREFORE, in consideration of the mutual covenants of the parties and the sum of               two                       

       hundred         Dollars ($200)¹⁵ herewith paid by LICENSEE to LICENSOR, the receipt of which is hereby

acknowledged by the LICENSOR, the parties hereby agree as follows:

1.         License.

            LICENSOR grants to LICENSEE the right to use under the common law and under the auspices and privileges provided by any of the Registrations covering the same during the term of this LICENSE AGREEMENT, and LICENSEE hereby undertakes to use the TRADEMARK

            "           Liebermacher¹⁶   " in the TERRITORY in connection with the sale of      cooking ware¹⁷ 

            _______________________________________________________________________,              

                                                list goods or services

            the permitted goods being hereinafter referred to as the GOODS.

This is not a substitute for legal advice.  An attorney must be consulted.
Copyright ©1994 - 2024 by LAWCHEK, LTD.

2.         Quality of Services

            LICENSEE shall use the TRADEMARK only with the GOODS rendered by or for the LICENSEE in accordance with the guidance and directions furnished to the LICENSEE by the LICENSOR, or its representatives or agents, from time to time, if any, but always the quality of the GOODS shall be satisfactory to the LICENSOR or as specified by it. The LICENSOR shall be the sole judge of whether or not the LICENSEE has met or is meeting the standards of quality so established.

3.         Inspection.

            LICENSEE will permit duly authorized representatives of the LICENSOR to inspect the GOODS using the TRADEMARK at all reasonable times, for the purpose of ascertaining or determining compliance with PARAGRAPHS 1 and 2 hereof.

4.         Use of Trademark

            LICENSEE shall provide LICENSOR with samples of all literature, brochures, signs, and advertising material prepared by the LICENSEE, and LICENSEE shall obtain the approval of LICENSOR with respect to all such brochures, signs, and advertising material bearing the TRADEMARK prior to the use thereof. When using the TRADEMARK under this LICENSE AGREEMENT, LICENSEE undertakes to comply substantially with all laws pertaining to trademarks in force at any time in the TERRITORY. This provision includes compliance with marking requirements.

5.         Extent of License

            The right granted in PARAGRAPH 1 hereof shall be non-exclusive and shall not be transferable without LICENSOR's prior written consent, and LICENSOR shall have the right to use the TRADEMARK and to license its use to any other party in the TERRITORY. The license herein granted shall not be assignable or transferable in any manner whatsoever, nor shall the LICENSEE have the right to grant any sublicenses, except by prior written consent of the LICENSOR.

6.         Indemnity

            LICENSOR assumes no liability to LICENSEE or to third parties with respect to the performance characteristics of the GOODS sold by the LICENSEE under the TRADEMARK, and the LICENSEE shall indemnify LICENSOR against losses incurred to claims of third parties against LICENSOR involving sale of the LICENSEE's GOODS.

7.         Termination

            Except as otherwise provided herein, this LICENSE AGREEMENT shall remain in full force and effect, but is terminable at the will of LICENSOR upon not less than thirty (30) days written notice to LICENSEE. 

            If LICENSEE makes any assignments of assets or business for the benefit of creditors, or a trustee or receiver is appointed to conduct its business or affairs, or it is adjudged in any legal proceeding to be either a voluntary or involuntary bankruptcy, then the rights granted herein shall forthwith cease and terminate without prior notice or legal action by LICENSOR.

8.         Ownership of Trademark

            The LICENSEE and all parties to this LICENSE AGREEMENT acknowledge LICENSOR's exclusive right, title and interest in and to the TRADEMARK and any Registration that have issued or may issue thereon, and will not, at any time, do or cause to be done any act or thing contesting or, in any way, impairing or tending to impair part of such right, title and interest. In connection with the use of the TRADEMARK, neither LICENSEE nor any other party hereto shall, in any manner, represent that he or it has any ownership in the TRADEMARK or registrations thereof, and all parties acknowledge that use of the TRADEMARK shall enure to the benefit of the LICENSOR.

            On termination of this LICENSE AGREEMENT in any manner provided herein, the LICENSEE will cease and desist from all use of the TRADEMARK in any way and will deliver up to the LICENSOR, or its duly authorized representatives, all material and papers upon which the TRADEMARK appears, and furthermore, LICENSEE will not, at any time, adopt or use without the LICENSOR's prior written consent, any word or mark which is likely to be similar to or confused with the TRADEMARK.

9.         Effectiveness of Notices

            Any notices required or permitted to be given under this LICENSE AGREEMENT shall be deemed sufficiently given if mailed by registered mail, postage prepaid, addressed to the party to be notified at its address shown below, or at such other address as may be furnished in writing to the notifying party.

IN WITNESS THEREOF, the parties have caused this LICENSE AGREEMENT to be executed by their respective officers, thereunto duly authorized, as of the dates respectively indicated.

                                    LICENSOR                                                      LICENSEE

                                                                                    ^{18                                                                 19}

                        By        Charlie Black Corp.                   ²⁰          By        Mary Rot LTD.                    ²³

                        Title      President                                              ²¹          Title      President                             ²⁴

                        Dated   4-2-95                                       ²²          Dated      4-2-95                               ²⁵

This is not a substitute for legal advice.  An attorney must be consulted.
Copyright ©1994 - 2024 by LAWCHEK, LTD.