TRADEMARK LICENSE AGREEMENT
THIS TRADEMARK LICENSE AGREEMENT (the “Agreement”) is made and effective as of _______________________________ (the “Effective Date”) by and between:
Nventure Business Development Corporation, a corporation incorporated under the laws of Ontario, having its principal place of business at 739 D’Arcy St. Suite 120, Cobourg, ON K9A 0H6, Canada (“Licensor”);
and
_________________________________, an organization incorporated under the laws of _________________________________, having its principal place of business at __________________________________________________________________ (“Licensee”).
Licensor and Licensee are each referred to herein as a “Party” and collectively as the “Parties”.
RECITALS
WHEREAS, Licensor is the owner and applicant of the CANtrade trademark, as described in the Canadian Trademark Application Number 2404391, and the associated goodwill, and is the owner of additional CANtrade-formative names, marks, designs, logos and brand elements, including those found in the CANtrade Brand Kit, defined below;
AND WHEREAS, Licensee wishes to use the CANtrade trademarks in connection with the offering and marketing of Community Futures Program loan products, as described at https://nventure.ca/CANtrade and Licensor is willing to grant such a license under the terms and conditions set forth herein;
AND WHEREAS, this Trademark License Agreement is designed to support organizations wishing to swiftly adopt the CANtrade trademarks to their local efforts in support of Canadian businesses without unnecessary complexity or barriers to implementation.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. DEFINITIONS
1.1. “CANtrade Trademarks” means Canadian Trademark Application Number 2404391, the CANtrade logo(s), and all marks, designs, logos and brand elements set out in Schedule “A”, which may be amended from time to time, including all applications, registrations, and common law rights relating thereto, and all goodwill associated therewith.
1.2. “Brand Kit” means the CANtrade brand and design specifications, including fonts, color codes, and logo designs, as set out here: https://www.canva.com/design/DAGpl32QWrk/N3ronunmb52FIEa-u47WUQ/edit?utm_content=DAGpl32QWrk&utm_campaign=designshare&utm_medium=link2&utm_source=sharebutton.
1.3. “Territory” means Canada.
1.4. “Scope of Use” means use in connection with the offering, marketing, and administration of Community Futures Program loan products as described at https://nventure.ca/CANtrade, which scope of use is further described in Schedule “B”.
2. OWNERSHIP
2.1. The Parties agree that Licensor is and shall remain the exclusive owner of the CANtrade Trademarks. Nothing in this Agreement shall be construed as transferring any ownership rights in the CANtrade Trademarks to Licensee.
3. GRANT OF LICENSE
3.1. License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use and display the CANtrade Trademarks, solely within the Territory and solely in connection with the Scope of Use during the Term.
3.2. No Sublicensing. Licensee shall not sublicense, assign, or otherwise transfer its rights under this Agreement without the prior written consent of Licensor.
4. USE OF MARKS
4.1. Permitted Use. Licensee shall use the CANtrade Trademarks only in the form and manner set forth in Brand Kit. Licensee shall use the Marks solely in connection with the Scope of Use.
4.2. Quality Control. Licensee shall maintain the quality of the goods and services offered under the CANtrade Trademarks at a level consistent with the standards set by Licensor and as described in the Brand Kit. Licensor reserves the right to review and approve, at its sole discretion, any use of the CANtrade Trademarks and may require Licensee to cease any use that does not conform to such standards.
4.3. No Modification. Licensee shall not alter, modify, or distort the Marks or any elements of the Brand Kit in any way without Licensor’s prior written approval.
4.4. Trademark Notices. Licensee shall use appropriate trademark notices (™ or ®, as applicable) in connection with all uses of the CANtrade Trademarks.
4.5. Acknowledgment. Licensee is requested to provide modest acknowledgment on its website, materials, or social media that the CANtrade Trademarks are used under license from Nventure.
5. RESTRICTIONS
5.1. Licensee shall not: (a) use the CANtrade Trademarks in any manner that is misleading, defamatory, or otherwise damaging to the reputation or goodwill of Licensor; (b) use trademarks that are confusing with the CANtrade Trademarks; (c) apply for or assist any third party to apply to register the CANtrade Trademarks or any confusingly similar designation anywhere in the world; (d) use the CANtrade Trademarks outside the Scope of Use or the Territory; (e) challenge, or assist any third party in challenging, the validity or ownership of the CANtrade Trademarks or the Licensor’s right, title, interest or goodwill of Licensor on any ground whatsoever.
6. TERM AND TERMINATION
6.1. Term. This Agreement shall commence on the Effective Date and continue until terminated as provided herein.
6.2. Termination for Convenience. Either Party may terminate this Agreement at any time upon sixty (60) days’ prior written notice to the other Party.
6.3. Termination for Cause. Licensor may terminate this Agreement immediately upon written notice if Licensee breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice thereof.
6.4. Immediate Termination. Licensor may terminate this Agreement immediately upon written notice if, in its sole and unfettered discretion, Licensee’s use of the CANtrade Trademarks does not conform to this Agreement, the Brand Kit, or Licensor’s quality standards, or for any other reason.
6.5. Effect of Termination. Upon termination or expiration of this Agreement, Licensee shall immediately cease all use of the CANtrade Trademarks and the Brand Kit, destroy or return all materials bearing the CANtrade Trademarks, and certify such destruction or return to Licensor.
7. REPRESENTATIONS AND WARRANTIES
7.1. Each Party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.
7.2. Licensee represents and warrants that it will comply with all applicable laws and regulations in connection with its use of the CANtrade Trademarks.
8. INDEMNIFICATION
8.1. Licensee shall indemnify, defend, and hold harmless Licensor, its employees, officers, directors, agents, and representatives from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to Licensee’s use of the CANtrade Trademarks, any breach of this Agreement, or any violation of applicable law.
9. LIMITATION OF LIABILITY
9.1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY FINANCIAL LOSSES) ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. MISCELLANEOUS
10.1. Notices. All notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as either Party may designate in writing.
10.2. Independent Contractors. The Parties are independent contractors. Nothing in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the Parties.
10.3. Entire Agreement; Supersession. This Agreement, including all Schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, whether written or oral. The latest version of this Agreement as published by Licensor on its website shall supersede any prior versions.
10.4. Amendment. This Agreement may be amended only by a written instrument signed by both Parties.
10.5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any dispute shall be brought in the courts located in Ontario.
10.6. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
10.7. Waiver. No waiver of any term or condition of this Agreement shall be deemed a waiver of any other term or condition.
10.8. Survival. Sections 2, 5, 6.5, 8, 9, and 10 shall survive termination or expiration of this Agreement.
[Signatures appear on the page that follows
Schedule “A”
Canadian Trademark Application No. 2404391 for CANtrade, applied for in association with Class 36 services: Financing by issuing loans; alternative business financing offering open, flexible, and competitive terms in support of economic stabilization and growth.
The following logos:
Schedule “B”
SCOPE OF USE
Licensee may use the CANtrade Trademarks solely in connection with the offering, marketing, and administration of Community Futures Program loan products that are offered by a Community Futures Development Corporation, a non-profit business development organization delivering the Community Futures Program, or an association or network of Community Futures Development Corporations (CFDCs).
