The parties hereby agree as follows:
Use of Intellectual Property
Basco hereby grants Licensee a limited, nonexclusive, nontransferable, royalty-free license to use Basco’s trademarks, copyrighted material, logos, and images and descriptions of the Products, to the extent provided by Basco for use by Licensee (the “Basco IP”), for the sole purpose of distributing and marketing the Products. This foregoing license is subject to Basco’s right to object to any particular use by Licensee of the Basco IP, in which case Licensee will immediately discontinue the objectionable use upon receipt of notice from Basco.
Ownership of the Basco IP
Licensee acknowledges that ownership of all right, title, and interest to the Basco IP shall remain vested solely in Basco, and Licensee disclaims any right or interest therein or the goodwill derived therefrom. At the direction of Basco, Licensee will include, in connection with its use of the Basco IP, any notice required by law or desirable to protect the interest of Basco in the Basco IP, including but not limited to (i) the symbol “™” in the upper right-hand corner next to the mark, for marks which are not yet registered with the United States Patent and Trademark Office; (ii) the symbol “®” in the upper right-hand corner next to the mark, for marks which are registered with the United States Patent and Trademark Office; and (iii) the symbol “© 201_”.
Licensee agrees that it will not, directly or indirectly, at any time during the term of this Agreement or thereafter:
- Do or cause to be done, or assist others in doing or causing to be done, any act or thing disputing, attacking, or in any way impairing or tending to impair Basco’s right, title, or interest in the Basco IP.
- Use or authorize the use of any trademark, tradename or other material identical with or confusingly similar to the Basco IP.
- Use any of the Basco IP as a part of its own company name or trade name, fictitious name or assumed name, as a service mark, on its stationery or business cards, or in another similar manner.
- Register or use a domain name or uniform resource locater (URL) address that includes any of the Basco IP.
- Change, alter, add to, delete from, augment or modify the Basco IP, without the prior written consent of Basco.
- Sub-license or otherwise grant to any other person or entity an interest in any of the rights granted to Licensee here under.
Basco may terminate the license granted by this Agreement at any time by providing written notice of such termination to Licensee. Upon the termination of this Agreement, Licensee will immediately cease all use of the Basco IP and will return to Basco all copies of materials constituting the Basco IP. If Licensee continues to use the Basco IP following the termination of this Agreement, Licensee shall pay to Basco, as liquidated damages, $1,000 per day for each day following termination that it continues to use the Basco IP. In addition, Basco may seek injunctive relief to prevent the continued use by Licensee of the Basco IP.
This Agreement may not be assigned by Licensee, without Basco’s prior written consent.
This Agreement shall be governed by Ohio law and any dispute arising from this Agreement shall be brought exclusively in the state or federal courts located in Hamilton County, Ohio. This Agreement may not be modified or amended without the written consent of the parties hereto. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one and the same agreement. Signatures transmitted by facsimile or other electronic means shall be deemed originals for all purposes.