SERVICE MARK SUBLICENSE AGREEMENT
THIS SERVICE MARK SUBLICENSE AGREEMENT (the "Agreement") is dated and effective as of the date shown below by the signature lines and is between Sweet Monday, Inc., a Virginia corporation ("Sublicensor"), with a principal place of business at PO Box 29714, Henrico, Virginia 23242-0714 and the applicant (“Sublicensee”).
RECITALS:
In consideration of the mutual promises and understandings and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
A. Sublicensor is the licensee under a written license granted by Kimberly A. Newlen (“Newlen”) of the service mark “SWEET MONDAY” (the “Mark”) in connection with women’s social and support groups and organizing related social events (the “Services”). Newlen also gave Sublicensor the right to grant sublicenses of the Mark.
B. The parties desire that Sublicensee use the Mark concerning the above-mentioned services on the terms and conditions set forth in this Agreement.
C. Sublicensee and Sublicensor acknowledge that this Service Mark Sublicense Agreement is a commercial transaction between the parties.
AGREEMENT:
Section 1. Grant
1.1. Licensed Rights, Permitted Uses, and Term
Subject to the terms and conditions specified in this Agreement, Sublicensor hereby grants and Sublicensee hereby accepts a non-exclusive license to use, and provide services under and in connection with, the Mark. Sublicensee shall use the Mark only in connection with the Services. The license granted herein shall become effective as of the date below and shall continue in effect indefinitely, unless earlier terminated as provided herein.
1.2. Ownership.
Subject to the license granted to Sublicensee hereunder, all right, title and interest in and to the Mark are and at all times shall remain the sole and exclusive property of Sublicensor. Sublicensee further agrees never to challenge, contest or question the validity of the Sublicensor’s ownership of the Mark or any applications for registration or registrations of the Mark by Sublicensor.
Section 2. [INTENTIONALLY DELETED].
Section 3. Quality Standards
3.1. Quality Standards
Sublicensee shall operate and perform the services connected with Mark in accordance with such quality standards as are prescribed by Sublicensor. The services performed by Sublicensee and its agents shall be performed in a good and workman-like manner. Sublicensor shall have the right, at any time, to modify the quality standards to be maintained by Sublicensee. Sublicensee shall not engage in nor allow others under its supervision and control to engage in deceptive, fraudulent or unethical practices of any kind, nor suffer or allow the Mark to be used for any immoral or illegal purpose.
3.2. Display of Marks
Sublicensee shall cause to appear on all materials used concerning the Mark, such legends, markings and notices requested by Sublicensor and give appropriate notice of any trademark, service mark, trade name or other rights.
Section 4. Termination
4.1 Termination by Sublicensor
a. Sublicensor shall have the right to terminate this Agreement and revoke the license granted herein upon the occurrence of the following events:
(i) Sublicensee fails to perform or observe any material covenant, condition or Agreement to be performed or observed by Sublicensee hereunder or breaches any provision contained herein;
(ii) Without cause, upon six (6) months advance written notice.
4.2 Termination by Sublicensee
Sublicensee shall have the right to terminate this Agreement at any time without cause.
4.3 Obligations on Termination
Upon termination of this Agreement, Sublicensee shall immediately cease and desist from using the Mark and all right, title and interest that Sublicensee may have in the Mark shall vest in Sublicensor immediately and automatically, without the need of further action. The right to terminate this Agreement shall be exercised by any party by giving the other party prior written notice of its intention to terminate.
Section 5. Standard Terms and Conditions
The Standard Terms and Conditions attached hereto as Exhibit A are hereby incorporated herein by this reference.
EXHIBIT A
Section 5. Standard Terms and Conditions
5.1. Independent Contractors.
Each party shall be and act as an independent contractor (and not as the agent or representative of the other party) in the performance of its obligations or the exercise of its rights under this Agreement. This Agreement shall not be interpreted or construed as creating or evidencing an association, joint venture or partnership among the parties or as imposing any partnership obligation or liability upon either party.
5.2. Entire Agreement; Modification.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. No modifications or amendments to this Agreement shall be binding upon the parties unless made in writing and duly executed by Sublicensor and Sublicensee.
5.3. Assignment.
Sublicensee shall have no right to assign or transfer, in any manner, any right or obligation hereunder, without the prior written consent of Sublicensor. This Agreement shall be binding upon any assignee and, subject to the restrictions on assignment herein, shall inure to the benefit of the successors and assigns of each party hereto.
5.4. Costs and Attorneys' Fees.
In the event of any dispute between the parties hereto with respect to this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and other costs and expenses incurred in resolving such dispute in addition to such other relief as such party may be entitled to in law or equity.
5.5. Notice.
Any notice required or permitted to be made or given to either party hereto pursuant to this Agreement shall be sufficiently made or given on the date received or three (3) days after mailing if in writing and sent to such party by telecopy, overnight or certified mail, postage prepaid, addressed to it at its address set forth, or to such other address as it shall designate by written notice given to the other party.
5.6. Governing Law and Choice of Forum.
This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Virginia without reference to its choice of law rules. The parties agree the venue (i.e. location) for the resolution of any dispute or controversy between the parties shall be instituted only in the courts of the Commonwealth of Virginia sitting in the County of Henrico or the United States District Court for the Eastern District of Virginia, sitting in the City of Richmond; and each of the parties hereby waives any objection that it may have to the laying of venue of any such suit, action or proceeding and irrevocably submits to the exclusive jurisdiction of such courts in any suit action or proceeding.
5.7. Severability.
If any provision of this Agreement is declared void, illegal or unenforceable, the remainder of the Agreement shall continue in full force and effect as if the offending provision were not contained herein.
5.8. Subject to Acceptance by Sublicensor.
This Agreement must be accepted and signed by Sweet Monday, Inc. in the Commonwealth of Virginia before it becomes effective, legal, valid, binding and enforceable.