WHEREAS, Licensor has adopted, owns and uses the trademark "STOUT" and the related trade names and logos (the "Trademarks"), including those Trademarks listed on Exhibit A, to identify its business.
WHEREAS, Licensee desires to obtain the limited right to use the Trademarks listed in Exhibit A in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of these premises, the covenants exchanged in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and intended to be legally bound, the parties agree as follows:
1. Right to Use: Licensor hereby grants to Licensee a non-exclusive, non-transferable, royalty-free, limited right to use the Trademarks to identify Licensor as a customer of Licensee in a limited and specific instance which is listed on attached Exhibit A (the "Right to Use"). Ownership of the Trademarks shall remain at all times with the Licensee or its respective owners. Licensee shall not use the Trademarks for any other purpose. Licensor retains full authority to review and approve, in its sole discretion, the time and location of the Right to Use. Licensee shall obtain, prior to any use of the Trademarks, written approval from Licensor as to each intended use of the Trademarks. Licensee shall identify the Licensor as the owner of the Trademarks. Except as expressly authorized in this Agreement, Licensee shall: (i) only use the Trademarks in accordance with the Stout Logo Standards (ii) have no right, title, or interest in the Trademarks; (iii) not use, incorporate, or juxtapose the Trademarks with its products or name or those of any third party in any manner whatsoever; and (iv) not make any statement to the public about the relationship of Licensor and Licensee except as set forth in Exhibit A. Licensee agrees to inform Licensor of the use of any marks similar to the Trademarks and any potential infringements of the Trademarks which come to its attention. This Agreement shall terminate automatically upon the expiration of the Right to Use specified in Exhibit A, unless earlier terminated by Licensor upon written notice in its sole and absolute discretion. Upon termination of this Agreement, Licensee shall destroy any materials relating to the Right to Use and provide evidence of such destruction to the satisfaction of Licensor.
2. Breach of Agreement: If Licensee breaches any of its obligations set forth herein, Licensor may immediately terminate this Agreement.
3. General: Licensor makes no representations or warranties of any kind, either express or implied, and the rights granted by Licensor in this Agreement are on an "As-Is" basis. This Agreement and the Right to Use may not be transferred or assigned, in whole or in part, and any attempt to do so shall be null and void and in breach of this Agreement. Licensor shall have the right to inspect Licensee's books and records concerning the use of the Trademarks upon prior written notice. The Licensee shall hold the Licensor harmless from and against any loss, expense or damage occasioned by any claim, demand, suit or recovery against the Licensor arising out of a breach by Licensee of its obligations set forth in Section 1 of this Agreement about the use of the Trademarks. This Agreement shall be governed by the laws of the State of Illinois. This Agreement expresses and constitutes the entire agreement of the parties with respect to its subject matter and may not be amended or modified unless in a written document signed by Licensor.
Stout Trademarks and Trade Names are defined within US Trademark Reg. No. 5,376,723, registered January 9, 2018.
Limited Trademark Right to Use Agreement
Licensee shall not use the Trademark on any material or otherwise without first submitting a sample thereof to Licensor for Licensor’s written approval of such use, which may be granted, denied or conditioned in Licensor’s sole discretion. If Licensor fails to respond to Licensee regarding the proposed use of the Trademark within ten (10) business days of Licensor’s receipt of Licensee’s request for approval, Licensor shall be deemed to have approved such use. Licensee shall provide a final proof of material for Stout records and is bound by the Stout Logo Standards, which shall be provided upon approval of the request. Adobe® Acrobat® Proofs may be sent via email to firstname.lastname@example.org or mailed to:
Attn: Logo Use Agreement
One South Wacker Drive
Chicago, IL 60606
Any other use of the Trademarks shall constitute a breach of this Agreement.
Terms and Conditions