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Trademark and/or Servicemark License Agreement


            This agreement is effective as of____________________, (hereinafter referred to as the "effective date") by and between: the High Ideologue, a Corporation Sole organized and existing under the laws of the state of California, located at___________________________,(hereinafter referred to as the "Licensor"), and _________________________________________, located at_____________________________________________


(hereinafter referred to as "Licensee").

            WHEREAS, Licensor is the owner of the service marks, trademarks, and registrations thereof listed in schedule A, may be amended and time to time by mutual consent of the parties (the "marks");

            WHEREAS, Licensee desires to obtain a license from Licensor to use the marks in connection with the following list of products and services: _________________________________________________________________________________________________





            WHEREAS, Licensor is willing to license and allow Licensee to use said marks under the terms and conditions set forth in this agreement.

            Now, in consideration of the foregoing, covenants hereinafter set forth, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:


1.  Definitions


In this agreement, following terms shall have the meaning set forth below:

            "Net sales" shall mean the total of all charges invoiced by Licensee for sales of licensed products and services less the following items insofar as they are separately stated that included in the amount invoiced to customers: usual trade discounts actually taken, returns, allowances, packing costs, insurance, transportation costs, customs duties and sales, use, import, export and excise taxes.

            "House of Ideology products and services" shall mean _____________________________________________________________________________





            "Territory" shall mean _____________________________________________________________________________


2.  Term


2.1 Subject to the provision of Article 10 herein, this Agreement shall continue in force for one (1) year from the effective date, and will be automatically renewed for periods of up to one (1) year each, unless either party gives notice of non-renewal to the other party at least sixty (60) days prior to the end of one (1) year term.  Such notice will terminate this agreement upon expiration of the then current term.


3.  Grant of License


3.1 Subject to the provisions of this agreement, Licensor grants to Licensee, and Licensee accepts, a nonexclusive nontransferable personal license to use the marks in the territory solely in connection with production, distribution. sale and advertisement of House of Ideology products and services.


3.2 Licensee shall not use the marks other than as specified in section 3.1 hereof.


4.  Payments


4.1 Licensee shall pay to Licensor an initial payment of one dollar ($1.00) on the effective date.


4.2 In addition to the payment set forth in section 4.1 hereof, Licensee also shall pay to Licensor royalties in the amount of 10 percent of the net sales of House of Ideology products and services.  Licensor hereby waives its right to such royalties; provided, however, that, at sole discretion of Licensor and upon ninety (90) days written notice to Licensee, Licensor shall have the right to revoke such waiver and to collect royalties for the any net sales made after such ninety (90) day period.


5.  Accounting and Auditing


5.1 After Licensor’s revocation of the waiver set forth in section 4.2 hereof, within sixty (60) days following the end of each quarterly period ending three (3) months, six (6) months, nine (9) months, and twelve (12) months after the effective date or any anniversary date of the effective date, respectively, during the term, Licensee shall provide Licensor with a written statement of Licensee's inventory and net sales during such quarterly period showing the number type and net sales of each House of Ideology product and service and a calculation of the royalties due based thereon.  Within sixty (60) days after any expiration or termination of this agreement, Licensee shall provide Licensor such a statement for the last whole or partial quarterly period during the term.  Each such statement shall be accompanied by the remittance to Licensor of the royalties shown to be due thereby.


5.2 Upon five (5) days' notice to Licensee, Licensor, at its expense, shall have the right at any time during regular business hours, not more frequently than twice annually, to have a qualified accountant selected by Licensor audit the records of Licensee to the extent necessary to verify Licensee's statements and payments of royalties.  Such record shall be made available to Licensor's accountant had Licensee's office located at the address stated above.  Licensee shall cooperate with and assist Licensor's accountant for the purpose of facilitating such audit.


5.3 If, as a result of such audit, Licensor's accountant determines that the amount of royalties due was greater than the amount reported by Licensee in a quarterly statement furnished pursuant to section 5.1, Licensor shall promptly furnish to Licensee a copy of the report of its accountant setting forth the amount of the deficiency showing, and reasonable detail, the basis upon which such deficiency was determined.  Licensee shall promptly remit to Licensor a sum equal to such deficiency so claimed, together with interest thereon at a rate of twelve percent (12%) per annum from the date such royalties was due on tell the date of such remittance.  In addition, if the audit reveals the underpayment by more than ten percent (10%) of the royalties and any quarterly period, Licensee shall pay to Licensor the cost of such audit.


6.  Quality Standards


6.1 Licensee agrees that the nature and quality of: (1) all services and goods rendered by Licensee in connection with the marks; (2) all goods produced, distributed or sold by Licensee under the marks; and (3) all related advertising, promotional, and other related uses of the marks by Licensee shall conform to standards set by, and the under control of, Licensor. All such uses shall require prior written consent by Licensor. Any different usage shall require prior written consent by Licensor.


6.2 Licensee agrees to cooperate with Licensor in facilitating Licensor's control of the nature and quality of House of Ideology products and services, to permit reasonable, periodic inspection of Licensee's and/or sublicensee's operations, and reasonable times and with reasonable notice, and to supply Licensor with specimens of all uses of the marks upon request.  Licensee shall comply with all applicable laws and regulations and obtained all appropriate governmental approvals pertaining to the production, distribution, sale, and advertising of House of Ideology products and services.


7.  The Marks


7.1 Licensee shall include the marks on or with all House of Ideology products and services sold under the marks and shall include all notices and legends with respect to the marks as are of may be required by applicable federal, state, and local laws or which may be reasonably requested by Licensor.


7.2 Licensee acknowledges the ownership of the marks by Licensor, agrees that it will do nothing inconsistent with such ownership, and that all use of the marks by Licensee and all good will develop there from shall inure to the benefit of and be on behalf of Licensor. Licensee agrees that nothing in this agreement shall give Licensee any right, title, or interest in the marks other than the right to use the marks in accordance with this agreement and Licensee agrees that it will not attack the title of Licensor to the marks or attack the validity of this agreement.



8.  Infringement


8.1 Licensee shall notify Licensor promptly of any actual or threatened infringement, imitations, or unauthorized use of the marks by third parties of which Licensee becomes aware.  Licensor shall have the sole right, at its expense, to bring any action on account of any such infringement, imitations, or unauthorized use, and Licensee shall cooperate with Licensor, as Licensor may reasonably request, in connection with any such action brought by Licensor.  Licensor shall retain any and all damages, settlement and/or compensation paid in connection with any such action brought by Licensor.


9.  Indemnification


9.1 Licensee, at its expense, shall defend and indemnify, and save and hold Licensor harmless from and against any and all liabilities, claims, causes of action, suits, damages, including without limitation, suits for personal injury or death of third parties, and expenses, including reasonable attorneys’ fees and expenses, for which Licensor becomes liable, or may incur or be compelled to pay by reason of Licensee's activities or breach of the terms of this agreement, including but not limited to:(i) claims of infringement of any intellectual property rights;(ii) product liability suits by direct or indirect customers of Licensee.


10.  Termination


10.1 Licensor shall have the right to terminate this agreement effective immediately upon Licensee's receipt of written notice from Licensor in the event of any affirmative act of insolvency by Licensee, or upon the appointment of any receiver or trustee to take possession of the properties of Licensee or upon the winding up, sale, consolidation, merger, or any sequestration by governmental authority of the Licensee, or upon any breach of any of the duties and obligations of Licensee under this agreement.


10.2 The exercise of any right of termination under this article 10 shall not affect any rights which have accrued prior to termination and shall be without prejudice to any other legal or equitable remedies to which Licensor may be entitled by reason of such rights.  The obligations and provisions of article 5,7, and 9 shall survive any expiration or termination of this agreement.


11.  Effects of and Procedure on Termination


11.1 Upon the expiration or termination of this agreement, Licensee agrees immediately to discontinue all use of the marks and any term confusingly similar thereto, to destroy all printed materials bearing any of the marks, and that all rights in the marks and the good will connected therewith shall remain the property of Licensor.


12.  Relationship of the Parties


12.1 The relationship of Licensee to Licensor is that of an independent contractor and neither Licensee nor its agents or employee shall be considered employees or agents of Licensor.  This agreement does not constitute and shall not be construed as constituting a partnership or joint venture or grant of a franchise between Licensor and Licensee.  Licensee shall not have the right to bind Licensor to any obligations to third parties.


13.  Assignment


13.1 This Agreement may be assigned by Licensor but shall not be assignable or transferable by Licensee without the prior written consent of Licensor, and any attempted assignment by Licensee without such prior written consent shall be void and shall constitute a breach of the obligations of Licensee hereunder.


14.  Notices


14.1 Any notice, demand, waiver, consent, approval, disapproval (collectively referred to as "notice") required or permitted herein shall be in writing and shall be given personally, by messenger, by air courier, by telecopy, by electronic mail, or by prepaid registered or certified mail with return receipt requested, addressed to the parties at their respective addresses set forth above or at such other addresses as a party may hereafter designate in writing to the other party.


14.2 A notice shall be deemed received on the date of receipt.


15. Applicable Law


15.1 This agreement shall be governed by and construed in accordance with the laws of the state of California without regard to principles of conflicts of law. Any case, controversy, suits, action, or proceeding arising out of, in connection with, or related to, this agreement shall be brought in any federal or state court located in Los Angeles County and the state of California.


16.  Sublicense


16.1 No sublicense agreement to which Licensee enters pursuant to section 3.1 of this agreement may extend beyond the term of this agreement.  Licensee may not enter into any sublicense pursuant to this agreement without prior written consent of Licensor.


17.  Modification, Amendment, Supplement, or Waiver


17.1 This agreement constitutes the entire agreement between the parties with respect to the subject matter here of and supersedes all previous agreements, promises, representations, understandings, and negotiations, whether written or oral.


17.2 No modification, amendment, supplement to or waiver of this agreement or any of its provisions shall be binding upon the parties hereto unless made in writing and to be assigned by both of the parties to this agreement.  The waiver by either party of any of the terms or conditions of this agreement in any one instance shall not be deemed a waiver of such terms and conditions in the future.


            IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed on the effective date.














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