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September 17th, 2021

Distribution Agreement Trademark License

Intellectual property refers to the creations of the mind and includes trademarks, designs, logos, trade secrets, business know-how, copyrights and patents. Before preparing a licensing agreement, we evaluate your business model to ensure that your business model is not covered by the Franchise Code of Conduct (the Code) because you do not want to accidentally franchise. Within two (2) business days of receipt of such an order, SELLER must fulfill such order by sending the following documents (the “Performance Documents”) to the fulfillment email address for each End User License contained in such order: a license key; a serial number; and an Internet link allowing the end user to access and download the licensed software and accept the end user agreement. The SELLER transmits the execution documents of an end user to this end user. Seller shall exempt, defend and defend the Business Partner from any damages, costs, penalties, claims, claims, demands and expenses (including, but not limited to, attorneys` fees and expenses) arising out of or resulting from the software`s infringement of any third party`s patents, copyrights, trademarks, service marks, trade secrets or other intellectual property rights. The Business Partner undertakes to inform the Seller immediately after the Business Partner becomes aware of a right based on an exemption obligation under this Section; provided that the non-provision of such notification does not affect the merchant`s right to compensation under this section, unless the seller is actually affected. Another important issue that should be considered before entering into a sales/license agreement is the application of the licensed trademark(s) for the mutual benefit of both parties. It is generally in the commercial interest of the trademark owner and the distributor to prevent unauthorized sale, counterfeiting and counterfeiting in the distributor`s territory. Although this is a matter of negotiation, the trademark owner or licensor generally prefers to control the enforcement process. Irrespective of how the parties agree to manage the application of the marks, a distribution/licensing agreement should clearly specify the respective rights and obligations of the distributor/licensee and the licensee/licensor in relation to disputes, including the person who takes over the control and costs of all legal and/or administrative proceedings arising therefrom and, where appropriate, obtain the allocation of damage or transaction. The exact terms of a sales/license agreement differ by party and context….

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