House of Ideology
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_____________________________________________
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:
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
2.1 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.
shall not use the marks other than as specified in section 3.1 hereof.
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
5. Accounting and Auditing
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
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.
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
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.
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.
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
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
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
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.
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.
14.1 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.
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
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
17. Modification, Amendment, Supplement, or Waiver
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.
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.