LICENCE AGREEMENT
LICENCE AGREEMENT
Dated: Date of Payment for the Licence Fees for each Individual
BETWEEN Industry Professor Association INC (IA39976) (the “Licensor”)
AND Individual members (the “Licensee”)
RECITALS
The Licensor is the Sub-Licensee of the Trademarks by Permitted Purpose from the Owner of the Trademarks.
The Licensor agrees to grant the Licensee a Licence for the Permitted Use of the Trademarks.
The Licensee agrees to accept the Licence in accordance with the terms of this Agreement.
OPERATIVE
DEFINITIONS AND INTERPRETATION
Definitions
In this Agreement
Agreement means this Trademark Licence Agreement.
Claim or Loss means any loss, claim, application, demand, remedy, suit, cost, cause of action, legal proceeding, obligation, debt, expense, notice, order, damage, charge, duty, penalty, compensation, fine or liability whatsoever arising under common law, in equity or under any statute, whether known or unknown and whether present, future or contingent.
Intellectual Property Rights means all present and future intellectual property rights, conferred by stature, common law, equity or any corresponding law or in relation to copyright, patents, trademarks, moral rights, design rights, trade secrets, domain names, know-how and other rights of a similar nature, whether registerable or not and whether registered or not, and any application for registration or rights to make such an application.
Licence means a non-exclusive, non-transferable, non-sublicensable limited, revocable license granted by the Licensor to the Licensee for the Permitted Use of the Trademarks.
Licence Fee means the amount of $300.00 payable by the Licensee for the duration of this term of agreement
Permitted Use means the use of the Trademarks in the course of the Licensee’s for the purposes of credentialing, including but not limited to displaying the Trademarks in association with the Licensee’s qualifications, certifications, or authorised status as designated by the Sub-Licensee on behalf of the Owner.
Term means the term of 12 months commencing from the date the last party executes this Agreement.
Trademarks means the trademarks identified in Schedule 1.
Interpretation
headings and sub-headings are included for ease of reference and none of the terms, covenants, conditions and restrictions in this Agreement are to be construed or interpreted by reference to such headings or sub-headings;
references to any person or to any Party to this Agreement will include that person’s or Party’s executors, administrators, successors and permitted assigns;
reference to any legislation or to any section or provision of any legislation includes any statutory modification or re-enactment or any statutory provision substituted therefor, and all ordinances, by-laws, regulations and other statutory documents issued thereunder;
no provision of this Agreement will be construed adversely to a Party because that Party was responsible for the preparation of this Deed or that provision;
“person” includes an individual, the estate of an individual, a body politic, a corporation, a statutory or other authority or association (incorporated or unincorporated), a partnership and a trust
words importing any gender will include every gender; words importing the singular will include the plural and words importing the plural will include the singular; references to writing will include typing and all other means of reproducing words in a visible form and references to “months” will mean calendar months;
references to writing will include typing, email, facsimile and all other means of reproducing words in the visible form;
where pursuant to this Agreement the day on or by which any act, matter or thing is to be done is a Saturday, Sunday or a public holiday, such act, matter or thing may be done on the next succeeding day which is not a Saturday, Sunday or public holiday;
all Schedules and Annexures referred to in this Agreement form part of and should be read with this Agreement, unless a contrary intention appears; and
a reference to “$” is to Australian currency.
GRANT OF AUTHORITY
The Owner agrees to grant the Licensee a Licence to use the Trademarks for the Authorised Use, subject to the term and conditions set out in this Agreement.
The Licensee shall pay no fee in consideration for the Licence, unless determined otherwise at the sole discretion of the Owner.
OWNERSHIP
The Licensee acknowledges and agrees that any and all rights, including Intellectual Property Rights, in relation to the Trademarks are and shall remain vested in the Owner and shall vest in the Owner as accrued.
The Licensee acknowledges and agrees that:
it is an authorised user of the Trademarks in relation to the goods and services under the control of the Owner as set out in Schedule 1; and
it is only an authorised user of the Trademarks to the extent of the Authorised Use provided under the control of the Owner.
USE OF TRADEMARKS
The Licensee will:
only use the Trademarks for the Authorised Use;
only use the Trademarks exactly as identified in Schedule 1 of this Agreement;
respond to concerns raised by the Owner in relation to the use, including the Authorised Use, of the Trademarks in writing within five (5) business days of notice of concern;
as soon as reasonably practicable, advise the Owner of any legal proceedings, threat of legal proceedings or Claim which may involve the Trademarks, including, but not limited to, any allegation of infringement, passing off, or misleading or deceptive conduct under any jurisdiction;
make and maintain up to date and accurate books and records in sufficient detail relating to all contracts, invoices, accounts, complaints and other transactions which relate to the goods and services of the Trademarks (Records); and
provide the Owner with access to the Records at all times, enabling the Owner to exercise their prescribed quality and financial control over the goods and services in relation to the Trademarks, which may include, but is not limited to:
solicit samples of the goods and services;
request information about the goods and services;
monitor the quality of the goods and services;
contact the Licensee to discuss the goods and services; or
take steps to confirm the terms and conditions of this Agreement, and those terms and conditions set out in any sub-licensing agreement are being complied with.
The Licensee must not:
make any application for the removal of the Trademarks, or any trademark the Owner may hold in the future which is the same or similar to the Trademarks;
object to any trademark registration applications submitted by the Owner which is the same or similar to the Trademarks;
register or attempt to register a trademark that is similar or deceptively similar to the Owner’s Trademarks or would likely deceive, mislead or cause confusion to a reasonable person about the relationship of the trademark and the Owner or the Trademarks;
use or attempt to use a trademark, either registered or unregistered, that is similar or deceptively similar to the Owner’s Trademarks or would likely deceive, mislead or cause confusion to a reasonable person about the relationship of the trademark and the Owner or the Trademarks;
engage in acts or omissions to damage the reputation or goodwill of the Owner or Association or any of the Association’s services, products, benefits or members;
engage in conduct which may prejudice the Owner or the Association or its Related Entities’ relationship with current, or potential contractors, educators, employees, members, customers, clients or suppliers;
engage in acts or omissions, or allow any acts or omissions which would, or have the potential to, cause interference, obstruction or have detrimental or adverse effects to the Association; or
revoke or prevent the Owner’s access to the Records for any reason.
The Licensee acknowledges and agrees that:
nothing in this Agreement prevents or restricts the Owner’s right to use, licence, sub-licence, amend or vary the Trademarks at any time and for any purpose; or
nothing in this Agreement constitutes an assignment or transfer of any Intellectual Property Rights from the Owner to the Licensee; and
the obligations contained in clause 4.2 survive the termination of this Agreement.
TERMS AND TERMINATION
This Agreement will remain in full force and effect for the duration of the Term.
The Term is subject to renewal on an annual basis, at the sole discretion of the Owner.
This Agreement will terminate immediately where:
the Licensee breaches any terms or conditions of this Agreement and fails to remedy the breach within 30 days of receiving written notice from the Licensor; or
the Owner provides written notice of termination for any reason.
Upon termination of this Agreement, the Licensee must:
immediately cease to use the Trademarks in all respects, including, but not limited to the Authorised Use;
take all necessary steps to terminate all Sub-Licence agreements with third parties;
remove the Trademarks from all tangible and intangible materials, including signage, packaging, promotional materials, websites, social media, and any other advertising or marketing channels; and
destroy any products, materials, or inventory bearing the Trademarks in a manner that prevents further use, display, or distribution, and provide the Licensor with written confirmation of such destruction or disposal within 14 days of termination.
INDEMNITY
The Licensee releases and indemnifies the Owner for any Claim or Loss which the Licensee incurs, or may be liable for, in connection with the Licensee’s, use or misuse, or wilful or negligent acts or omissions in relation to, or arising from the Trademarks or Authorised Use.
GENERAL
Jurisdiction
This Agreement is governed by and must be construed according to the law of Queensland and the Parties submit to the exclusive jurisdiction of the courts and tribunals of Queensland with respect to any proceedings which may be brought in respect of this Deed.
Costs
Each Party will pay its own costs of and incidental to the negotiations, preparation and execution of the Agreement.
Variation
This Agreement may only be varied by a supplemental deed duly executed by all the Parties.
Entire Agreement
To the extent permitted by law, in relation to its subject matter, this Agreement embodies the entire understanding of the Parties, constitutes the entire terms agreed by the Parties and supersedes all prior written or other agreements of the Parties.
Warranty
Each person executing this Agreement warrants that they:
have the legal capacity and power to enter into the Agreement; and
have not entered into this Agreement in reliance upon any representation by or on behalf of any other party which is not set out in the Agreement.
Counterparts
This Agreement may be executed in any number of counterparts and the counterparts taken together constitute one and the same instrument. The exchange of executed counterparts, or copies of counterparts, including electronically, will be binding.
SCHEDULE 1 – TRADE MARK
| Trademark (No. 1548072) | Words: Industry Professor |
| Goods and Services Class 35: Association services being the promotion of the interests of members of the association; association services being the provision of business support or advice; business advisory services relating to product development Class 41: Association services being the provision of training and education to members of the association; advisory services relating to education; business educational services; information relating to education; publication of educational materials; publication of educational texts | |
| Trademark (No. 2425280) | Words: INDPA, Industry Professor Association |
| Image: | |
| Image Description: Annulus round divided Aztec triangle + pattern | |
| Goods and Services Class 42: Association services being the quality control of goods or services provided by members of the association | |
| Trademark (No. 2425281) | Words: INDPA |
| Goods and Services Class 42: Association services being the quality control of goods or services provided by members of the association |
