NONEXCLUSIVE LICENSE AGREEMENT This Nonexclusive License Agreement is made by and between THE WYOMING ECLIPSE FESTIVAL, 139 West Second Street, Suite 1B, Casper, WY 82601 (hereinafter referred to as “Licensor”), and the person or entity identified below who intends to license the Licensor’s intellectual property (hereinafter referred to as “Licensee”). Licensor and Licensee shall be collectively referred to as “the parties.” Licensor is the owner of certain intellectual property comprising graphics and associated wording (hereinafter referred to as the “Logo”). Licensee hereby intends to obtain a nonexclusive license for use of the Logo in connection with goods or services that it intends to offer. LICENSEE INFORMATION Please fill out all information requested below.
Full legal name of Licensee
Licensee type (individual, corporation, partnership, etc.)
Licensee’s street address City
Licensee’s mailing address (if different from above) City
Licensee’s telephone number
Licensee’s email address
Name of individual who will sign on behalf of Licensee
Page 2 of 7 In the space below, please provide a detailed description of the goods that Licensee intends to use the Logo on, or services that Licensee intends to provide with which the use of the Logo will be associated (hereinafter the “Licensed Goods and Services”). Please attach sketches or photos of Licensee’s proposed use of the Logo, including on goods, advertisements, signage, or any other use to which Licensee intends for the Logo. You may attach separate pages as necessary.
Please identify and describe in detail any other marks, logos, slogans, graphics, designs, distinctive packaging, or signage that Licensee proposes to be used in conjunction with the Logo. You may attach separate pages as necessary.
By way of this Nonexclusive License Agreement, Licensee desires to license certain rights in the Logo from Licensor, and Licensee and Licensor signify their assent to the terms of this Nonexclusive License Agreement through their execution of same. Therefore, the parties agree as follows:
GRANT OF RIGHTS This Nonexclusive License Agreement shall be effective as of the latest date of the last signature below or payment of the License Fee. Licensor grants to Licensee a nonexclusive license to use the Logo solely in association with the manufacture, sale, use, performance, promotion, or distribution of the Licensed Goods and Services. Licensee’s use of the Logo shall be unlimited in duration and geographic scope, but is expressly limited to uses as identified herein as Licensed Goods and Services. All rights other than those specifically granted herein to Licensee are reserved to Licensor, including, without limitation, Licensor’s right to continue to use the Logo in any form, manner, and medium, and to grant additional nonexclusive licenses for use of the Logo to other licensees on any such terms that Licensor may deem appropriate, in Licensor’s sole discretion.
Page 3 of 7 The license granted in this Nonexclusive License Agreement is conditioned on Licensee’s compliance with all applicable provisions of law.
PAYMENT OF LICENSE FEE In exchange for the grant of the nonexclusive license, Licensee agrees to pay to Licensor the amount specified in the table below corresponding to initial license fee and subsequent royalties, based upon the classification of the Licensee and the non-discounted retail price of the Licensed Goods and Services. The License Fee payable by Licensee hereunder is non-negotiable and nonrefundable. This Nonexclusive License Agreement shall be of no effect unless and until the License Fee is paid to Licensor. Royalties payable for Schedule C Licensees shall be paid to Licensor no later than October 15, 2017. Royalties that are due and owing but unpaid at that time are subject to a 10% surcharge. Licensee shall provide all records concerning sales to Licensor upon request, including but not limited to: pricing schedules, receipts, registration records, payment records, inventory records, sales tax records, and all other records that would demonstrate and verify the amount of sales of the Licensed Goods and Services. Summaries of records sufficient to demonstrate proper payment of royalties shall be included with the royalty payment. In the event Licensee elects to discount the prices of Licensed Goods and Services, royalties will remain due as if same were sold at regular price. In the event Licensee elects to raise the prices of Licensed Goods and Services, royalties will be due on the raised prices for items sold. In the event Licensee selects Schedule B classification but sells Licensed Goods and Services at retail prices covered by Schedule C, Licensee will be treated as a Schedule C Licensee and royalties will be due and owing to Licensor according to same. In the event Licensee requests both Schedule B and Schedule C classification, only one $200.00 upfront fee is required. Place an X in the appropriate box for your requested Licensee status: SELECT:
LICENSEE CLASSIFICATION Schedule A Schedule B Schedule C
DESCRIPTION Wyoming Eclipse Festival Affiliates
No charge – included in Affiliate Membership Sales of Licensed Goods and Services $200.00 upfront with a unit retail price of less than license fee $10.00 Sales of Licensed Goods and Services $200.00 upfront with a unit retail price of $10.00 or license fee + 20% of greater non-discounted retail price of all Licensed Goods and Services
Page 4 of 7 QUALITY CONTROL AND APPROVAL Licensee understands and agrees that an essential condition of this Nonexclusive License Agreement is the protection of the high reputation enjoyed by Licensor in the Logo, and that, in keeping with that condition, any and all use of the Logo in connection with the Licensed Goods and Services, shall be of high and consistent quality, in good taste, and subject to the approval and continuing supervision and control of Licensor. Upon the request of Licensor, Licensee shall submit to Licensor one (1) sample, photograph or copy of each of its Licensed Goods or Services, including on signs, sales materials, and advertising materials bearing the Logo prior to any use thereof by or on behalf of Licensee. Licensor reserves the exclusive right, in its sole judgment, to approve or deny the use of the Logo in connection with any proposed Licensed Goods and Services. In the event Licensor denies the use of the Logo in connection with any proposed Licensed Goods and Services, Licensee agrees to immediately cease use of the Logo in connection with same. Licensee bears sole responsibility for obtaining approval from Licensor for use of the Logo in all circumstances.
MODIFICATIONS Unless the prior written approval of Licensor is obtained, Licensee may not modify or change the Logo in any manner.
OWNERSHIP OF LICENSED PROPERTY AND PROTECTION OF RIGHTS Licensee acknowledges and agrees that Licensor owns all rights, title, and interest in and to the Logo. Licensee acknowledges and agrees that Licensee will not challenge in any court of law or in any other manner the validity of the Logo or Licensor’s exclusive ownership of the Logo. Licensee will not attempt to register the Logo, alone or as part of its own service marks, trademarks, or trade names, in Wyoming, the United States, or with any other governmental entity anywhere in the world. Except as expressly authorized by Licensor in this Nonexclusive License Agreement, Licensee shall not use the Logo as, or as part of, a trademark, service mark, trade name, fictitious name, company or corporate name, or Internet domain name anywhere in the world. In connection with its use of the Logo on the Licensed Goods and Services, Licensee will not in any manner represent that it has any ownership right in the Logo, and Licensee acknowledges that all use of the Logo by Licensee shall inure to the benefit of Licensor.
Page 5 of 7 WARRANTIES Both Licensor and Licensee warrant that they have the power and authority to enter into this Nonexclusive License Agreement. Both Licensor and Licensee warrant that they have no knowledge as to any third-party claims regarding the proprietary rights in the Logo or the Licensed Goods and Services which would interfere with the rights granted under this Nonexclusive License Agreement. In no event will Licensor be liable to Licensee or any third parties for direct, indirect, special, incidental, or consequential damages, that are in any way related to the use of the Logo or the Licensed Goods and Services by Licensee.
INDEMNIFICATION Licensee is solely responsible for, and will indemnify, defend, and hold harmless Licensor, its affiliates, and their respective shareholders, directors, officers, employees, agents and sponsors from any and all loss, costs, expenses (including attorney’s fees and costs of suit), claims, demands, liabilities, settlements, causes of action or damages, arising out of Licensee’s marketing, sale, or distribution of the Logo and the Licensed Goods and Services. The Licensor shall indemnify the Licensee from any claim by a third party that an authorized use of the Logo by Licensee in the State of Wyoming infringes or otherwise violates any copyright, trademark or other proprietary right of a third party.
NO JOINT VENTURE OR ENDORSEMENT OF LICENSEE The relationship between the parties hereto is solely that of licensee and licensor, and nothing herein shall be deemed or construed to create any franchise, joint venture, partnership or any fiduciary relationship other than that of licensee and licensor. Licensee shall have no power to obligate or bind Licensor in any manner whatsoever or to make any contract, warranty, or representation on behalf of Licensor and shall not represent itself to any third parties as having such power.
TRANSFER OF RIGHTS This Nonexclusive License Agreement shall be binding on any legal or equitable successors of the parties. Licensee shall have no right to assign its interests in this Nonexclusive License Agreement to any other party, unless the prior written consent of Licensor is obtained, which consent may be given or withheld at Licensor’s sole discretion.
Page 6 of 7 TERMINATION This Agreement may be terminated by Licensor at any time by providing 30 days written notice to Licensee. This Agreement may be terminated by Licensee at any time by providing 30 days written notice to Licensor, provided, however, that no License Fees shall be refunded to Licensee. Licensor may immediately terminate this Nonexclusive License Agreement, or the license granted hereunder, without prejudice to any other rights it may have under the provisions of this Agreement, in law, in equity or otherwise, upon written notice to Licensee at any time if: (i) Licensee shall be in breach of any material term or obligation of this Agreement, and fails to cure such breach immediately upon receipt of notice (whether written or oral) from Licensor; or (ii) Licensee shall commit any act or shall fail to act in a way that Licensor reasonable believes is likely to harm or adversely affect, in a material way, the goodwill, reputation or interests of Licensor.
EFFECT OF TERMINATION AND SURVIVAL OF OBLIGATIONS Following termination of this Nonexclusive License Agreement, all rights granted to Licensee hereunder shall revert to Licensor, and Licensee will cease from any and all further use of the Logo. All obligations from Licensee to Licensor under this Nonexclusive License Agreement, including but not limited to Licensee’s obligations to indemnify and defend Licensor as set forth herein, shall survive termination of this Nonexclusive License Agreement.
ENTIRE AGREEMENT This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
AMENDMENT This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.
SEVERABILITY If any provision of this Nonexclusive License Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
Page 7 of 7 If a court finds that any provision of this Nonexclusive License Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
NO WAIVER OF CONTRACTUAL RIGHTS The failure of Licensor to enforce any provision of this Nonexclusive License Agreement shall not be construed as a waiver or limitation of Licensor’s right to subsequently enforce and compel strict compliance with every provision of this Nonexclusive License Agreement.
APPLICABLE LAW This Agreement shall be governed by the laws of the State of Wyoming.
SIGNATURES FOR WYOMING ECLIPSE FEST: Signature
FOR LICENSEE: Signature Printed Name